Kentucky Sample Contracts

Fullcircle Registry – Share Purchase Agreement (February 13th, 2019)

THIS SHARE PURCHASE AGREEMENT (this "Agreement"), dated as of January 24, 2019 (the Effective date), is made by and among Galaxy Next Generation, Inc., with a principal address of 285 N Big A Road, Toccoa, Georgia 30577 (Galaxy) and CIA LLC, with a principal address of 469 East Broadway, Brandenburg, Kentucky 40108 (CIA).

Contract (February 13th, 2019)

Certain portions of this document have been omitted pursuant to a request for Confidential Treatment and, where applicable, have been marked with "[***]" to indicate where omissions have been made. The confidential material has been filed separately with the Securities and Exchange Commission.

ADDvantage Technologies Group, Inc. – Contract (February 12th, 2019)
HS Spinco, Inc. – CREDIT AGREEMENT Among VET INTERMEDIATE HOLDCO II, LLC, as the Borrower, the Several Lenders From Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and Issuing Lender, JPMORGAN CHASE BANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, ING CAPITAL LLC, TD SECURITIES (USA) LLC, MUFG UNION BANK, N.A., HSBC BANK USA, N.A. And WELLS FARGO SECURITIES, LLC, as Joint Lead Arrangers, JPMORGAN CHASE BANK, N.A. And MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Bookrunners, BANK OF AMERICA, N.A., ING BANK, N.V., TD BANK, N.A., MUFG (February 7th, 2019)
Westmoreland Resource Partners, LP – ASSET PURCHASE AGREEMENT Among WESTMORELAND RESOURCE PARTNERS, LP, OTHER SELLERS PARTY HERETO, and CCU COAL AND CONSTRUCTION, LLC as PURCHASER Dated as of February 1, 2019 (February 7th, 2019)

This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of February 1, 2019, by and among CCU Coal and Construction, LLC, an Ohio limited liability company ("Purchaser"), Westmoreland Resource Partners, LP, a Delaware limited partnership (the "Company" and a "Seller") and the directly and indirectly wholly owned subsidiaries of the Company party hereto (each a "Seller" and collectively with the Company, "Sellers").

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 5, 2019 Among (February 7th, 2019)

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 5, 2019 (as may be amended, restated, supplemented or otherwise modified from time to time, this Agreement), is among CIMAREX ENERGY CO., a Delaware corporation (the Borrower), JPMORGAN CHASE BANK, N.A. (JPMCB), as administrative agent (JPMCB in such capacity, together with any successor(s) thereto in such capacity, the Administrative Agent), WELLS FARGO BANK, N.A. (Wells Fargo), as syndication agent (Wells Fargo in such capacity, together with any successor(s) thereto in such capacity, the Syndication Agent), BMO HARRIS BANK N.A., COMPASS BANK, MUFG UNION BANK, N.A., PNC BANK, NATIONAL ASSOCIATION, THE BANK OF NOVA SCOTIA, HOUSTON BRANCH and U.S. BANK NATIONAL ASSOCIATION, as co-documentation agents (in such capacity, together with any successor(s) thereto in such capacity, individually, a Documentation Agent and, collectively, the Documentation Agents), and certain commercial lending institutions as are or may become pa

Registration Rights Agreement (February 6th, 2019)
Valvoline Inc – 2016 Valvoline Inc. Incentive Plan, as Amended (Originally Effective as of October 1, 2016) (February 5th, 2019)
Increase Joinder Amendment to Credit Agreement (February 5th, 2019)

This INCREASE JOINDER AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of December 18, 2018, is entered into among NOVELIS ACQUISITIONS LLC, a Delaware corporation (the "Novelis Acquisitions"), NOVELIS INC., a corporation amalgamated under the Canada Business Corporations Act and having its corporate office at Two Alliance Center, 3560 Lenox Road, Suite 2000, Atlanta, GA 30326, USA ("Novelis Inc."), AV METALS INC., a corporation formed under the Canada Business Corporations Act ("Holdings"), the other LOAN PARTIES (as defined in the Credit Agreement referred to below), NOVELIS ITALIA S.P.A. (the "Third Party Security Provider"), and STANDARD CHARTERED BANK, being a company incorporated in England by Royal Charter, with reference number ZC18 and whose registered office is 1 Basinghall Avenue, London EC2V 5DD, as administrative agent (in such capacity, and together with its successors in such capacity, "Administrative Agent") and as collateral agent (in such capacity, and toget

Contract (February 5th, 2019)
Contract (February 5th, 2019)
Oaktree Real Estate Income Trust, Inc. – Contract (February 5th, 2019)
Securities Purchase Agreement (February 4th, 2019)

SECURITIES PURCHASE AGREEMENT (the Agreement), dated as of February 3, 2019, by and among Papa Johns International, Inc., a Delaware corporation, with headquarters located at 2002 Papa Johns Boulevard, Louisville, Kentucky 40299-2367 (the Company), and the investors listed on the Schedule of Buyers attached hereto (individually, an Original Buyer and collectively, the Original Buyers).

Governance Agreement (February 4th, 2019)

This Governance Agreement (this Agreement) is made and entered into as of February 4, 2019 by and among Papa Johns International, Inc. (the Company) and the entities and natural persons set forth in the signature pages hereto (collectively, Starboard) (each of the Company and Starboard, a Party to this Agreement, and collectively, the Parties).

Contract (February 4th, 2019)
Contract (February 4th, 2019)
Contract (January 30th, 2019)
Cco Holdings Llc – Contract (January 30th, 2019)
Westmoreland Resource Partners, LP – ASSET PURCHASE AGREEMENT Among WESTMORELAND RESOURCE PARTNERS, LP, OTHER SELLERS PARTY HERETO, and SABINE PASS COAL COMPANY, LLC, as PURCHASER and MERIDA NATURAL RESOURCES, LLC, as GUARANTOR Dated as of January 22, 2019 (January 28th, 2019)
Twin River Worldwide Holdings, Inc. – Contract (January 25th, 2019)
Edge Therapeutics, Inc. – Contract (January 25th, 2019)
Contract (January 25th, 2019)
Edge Therapeutics, Inc. – Contract (January 25th, 2019)
Cco Holdings Llc – Cross-Reference Table* (January 24th, 2019)
Employment Agreement (January 23rd, 2019)

THIS AGREEMENT (this "Agreement"), made in Stamford, Connecticut as of October 31, 2018, between United Rentals, Inc., a Delaware corporation (the "Company" and together with its affiliates, the "Group"), and Paul McDonnell ("Executive").

BYLAWS of the FEDERAL HOME LOAN BANK OF CINCINNATI (January 23rd, 2019)

These Bylaws shall be deemed adopted subject to and shall be construed under the applicable provisions of the Federal Home Loan Bank Act and the rules and regulations of the Federal Housing Finance Agency (respectively, the "Act" and the "Regulations"), both as amended currently and from time to time in the future.

Ashland Global Holdings Inc – Contract (January 22nd, 2019)
Amended and Restated Articles of Incorporation of Churchill Downs Incorporated (January 17th, 2019)

The purpose of the corporation is to engage in any lawful business for which corporations may be incorporated under Kentucky law.

Articles of Amendment to the Amended and Restated Articles of Incorporation of Churchill Downs Incorporated (January 17th, 2019)

Pursuant to KRS 271B.10-020 and KRS 271B.10-060, the undersigned Corporation executes these articles of amendment to its articles of incorporation (the "Articles of Amendment"):

Asset Purchase Agreement (January 15th, 2019)

THIS ASSET PURCHASE AGREEMENT ("Agreement") is entered into and effective as of January 11, 2019, by and among GlyEco, Inc., a Nevada corporation ("GlyEco"), GlyEco Acquisition Corp #1, an Arizona corporation ("Acquisition Corp #1"), GlyEco Acquisition Corp #2, an Arizona corporation ("Acquisition Corp #2"), GlyEco Acquisition Corp #3, an Arizona corporation ("Acquisition Corp #3"), GlyEco Acquisition Corp #5, an Arizona corporation ("Acquisition Corp #5"), GlyEco Acquisition Corp #6, an Arizona corporation ("Acquisition Corp #6"), GlyEco Acquisition Corp #7, an Arizona corporation ("Acquisition Corp #7", and collectively with GlyEco, Acquisition Corp #1, Acquisition Corp #2, Acquisition Corp #3, Acquisition Corp #5 and Acquisition Corp #6, referred to herein as "Seller"), and Heritage-Crystal Clean, LLC, an Indiana limited liability company ("Purchaser").

Alpine 4 Automotive Technologies Ltd. – STOCK PURCHASE AGREEMENT Among Alpine 4 Technologies, Ltd. And and and Shareholders of Morris Sheet Metal Corp. Dated as of 1/10/2019 (January 11th, 2019)

This Stock Purchase Agreement (this "Agreement") is entered into as of January 07 2019 (the "Effective Date") by and among Alpine 4 Technologies, Ltd., a Delaware corporation (the "Buyer"), Morris Sheet Metal Corp., an Indiana corporation ("MSM"), JTD Spiral, Inc. a wholly owned subsidiary of MSM, an Indiana corporation ("JTD Spiral"), Morris Enterprises LLC, an Indiana limited liability company ("Morris Enterprises") and Morris Transportation LLC, an Indiana limited liability company ("Morris Transportation" and, with MSM, JTD Spiral, and Morris Enterprises, each a "Company" and, collectively, the "Companies"), and James Morris, Daniel Morris and Timothy Morris (each a "Seller," and collectively, the "Sellers"). The Buyer, the Sellers, and the Companies may each be referred to herein as a "Party" and collectively as the "Parties."

First Financial Corporation Indiana – Mutual Termination of Employment Agreement (January 9th, 2019)

This Mutual Termination of Employment Agreement (Agreement) is entered into on this 7th day of January, 2019, but effective as of the Effective Time (as defined below), by and among HopFed Bancorp, Inc., a Delaware corporation (HopFed), Heritage Bank USA, Inc. a Kentucky state chartered bank and wholly-owned subsidiary of HopFed (Heritage Bank), and Bailey K. Knight, the current Chief Credit Officer of HopFed and Heritage Bank (the Executive) (hereinafter collectively referred to as the Parties). First Financial Corporation (First Financial), a bank holding company under the Bank Holding Company Act of 1956, as amended, and First Financial Bank, National Association (First Financial Bank), a wholly-owned national banking association subsidiary of First Financial, are Parties for the limited purposes described herein.

First Financial Corporation Indiana – Mutual Termination of Employment Agreement (January 9th, 2019)

This Mutual Termination of Employment Agreement (Agreement) is entered into on this 7th day of January, 2019, but effective as of the Effective Time (as defined below), by and among HopFed Bancorp, Inc., a Delaware corporation (HopFed), Heritage Bank USA, Inc. a Kentucky state chartered bank and wholly-owned subsidiary of HopFed (Heritage Bank), and Michael L. Woolfolk, the current Executive Vice President and Chief Operations Officer of Heritage Bank and Heritage Bank (the Executive) (hereinafter collectively referred to as the Parties). First Financial Corporation (First Financial), a bank holding company under the Bank Holding Company Act of 1956, as amended, and First Financial Bank, National Association (First Financial Bank), a wholly-owned national banking association subsidiary of First Financial, are Parties for the limited purposes described herein.

HopFed Bancorp, Inc. – Mutual Termination of Employment Agreement (January 9th, 2019)
First Financial Corporation Indiana – Mutual Termination of Employment Agreement (January 9th, 2019)

This Mutual Termination of Employment Agreement (Agreement) is entered into on this 7th day of January, 2019, but effective as of the Effective Time (as defined below), by and among HopFed Bancorp, Inc., a Delaware corporation (HopFed), Heritage Bank USA, Inc. a Kentucky state chartered bank and wholly-owned subsidiary of HopFed (Heritage Bank), and Billy C. Duvall, the current Vice President, Chief Financial Officer and Treasurer of HopFed and Heritage Bank (the Executive) (hereinafter collectively referred to as the Parties). First Financial Corporation (First Financial), a bank holding company under the Bank Holding Company Act of 1956, as amended, and First Financial Bank, National Association (First Financial Bank), a wholly-owned national banking association subsidiary of First Financial, are Parties for the limited purposes described herein.