McGuireWoods Sample Contracts

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 15, 2018, by and Among (October 15th, 2018)

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 15, 2018, by and among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the Borrower), the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.

Investment Agreement (October 4th, 2018)

SS 310(a)(1) 7.09 (a)(2) 7.09 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 7.09 (b) 7.09 SS 311(a) 7.10 (b) 7.10 (c) Not Applicable SS 312(a) 2.05 (b) 14.02 (c) 14.02 SS 313(a) 7.11 (b)(1) 7.11 (b)(2) 7.11 (c) 7.11 (d) 7.11 SS 314(a) 4.03, 14.01, 14.04 (b) Not Applicable (c)(1) 14.03 (c)(2) 14.03 (c)(3) Not Applicable (d) Not Applicable (e) 14.04 (f) Not Applicable SS 315(a) 7.01 (b) 7.05 (c) 7.01 (d) 7.01 (e) 6.11 SS 316(a)(last sentence) 2.09 (a)(1)(A) 6.05 (a)(1)(B) 6.04 (a)(2) Not Applicable (b) 6.07 (c) 2.12 SS 317(a)(1) 6.08 (a)(2) 6.09 (b) 2.04 SS 318(a) 14.17

ExlService Holdings, Inc. And Citibank, N.A. As Trustee INDENTURE Dated as of October 4, 2018 3.50% CONVERTIBLE SENIOR NOTES DUE 2024 (October 4th, 2018)

SS 310(a)(1) 7.09 (a)(2) 7.09 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 7.09 (b) 7.09 SS 311(a) 7.10 (b) 7.10 (c) Not Applicable SS 312(a) 2.05 (b) 14.02 (c) 14.02 SS 313(a) 7.11 (b)(1) 7.11 (b)(2) 7.11 (c) 7.11 (d) 7.11 SS 314(a) 4.03, 14.01, 14.04 (b) Not Applicable (c)(1) 14.03 (c)(2) 14.03 (c)(3) Not Applicable (d) Not Applicable (e) 14.04 (f) Not Applicable SS 315(a) 7.01 (b) 7.05 (c) 7.01 (d) 7.01 (e) 6.11 SS 316(a)(last sentence) 2.09 (a)(1)(A) 6.05 (a)(1)(B) 6.04 (a)(2) Not Applicable (b) 6.07 (c) 2.12 SS 317(a)(1) 6.08 (a)(2) 6.09 (b) 2.04 SS 318(a) 14.17

Livent Corp. – CREDIT AGREEMENT Dated as of September 28, 2018 Among LIVENT CORPORATION and FMC LITHIUM USA CORP. As Borrowers THE GUARANTORS PARTY HERETO FROM TIME TO TIME as Guarantors THE LENDERS AND ISSUING BANKS PARTY HERETO and CITIBANK, N.A., as Administrative Agent, CITIBANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CREDIT SUISSE LOAN FUNDING LLC, and GOLDMAN SACHS BANK USA as Joint Lead Arrangers and as Joint Bookrunners, and BANK OF AMERICA, N.A., CREDIT SUISSE LOAN FUNDING LLC, and GOLDMAN SACHS BANK USA, as Co-Syndication Agents (October 1st, 2018)
Manchester United plc – THIRD AMENDMENT AND RESTATEMENT AGREEMENT DATED 14 June 2018 (September 28th, 2018)

THIS AGREEMENT is dated 20 May 2013 as amended and restated pursuant to an amendment and restatement agreement dated 11 August 2014, an amendment and restatement agreement dated 15 May 2015, an amendment letter dated 26 June 2015, an amendment letter dated 11 September 2015 and an amendment and restatement agreement dated 14 June 2018 made between:

Presidio, Inc. – Incremental Assumption Agreement and Amendment No. 7 (September 13th, 2018)
Aceto Corporation – Third Amendment and Limited Waiver to Second Amended and Restated Credit Agreement (September 12th, 2018)

This THIRD AMENDMENT AND LIMITED WAIVER TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Third Amendment") is dated as of September 11, 2018, by and among ACETO CORPORATION, a New York corporation (the "Borrower"), certain other Loan Parties party hereto (the "Guarantors"), the Lenders party hereto (the "Consenting Lenders") and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders party to the Credit Agreement (in such capacity, the "Administrative Agent").

Purchase and Sale Agreement (September 5th, 2018)

THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made as of the 31st day of August, 2018 (the "Effective Date"), by and among Lexington Realty Trust, a Maryland real estate investment trust ("LXP") and Lepercq Corporate Income Fund L.P., a Delaware limited partnership ("LCIF"; LXP and LCIF are collectively referred to herein as "Seller"), and LX JV Investor LLC, a Delaware limited liability company ("DK").

WELLS FARGO BANK, NATIONAL ASSOCIATION WELLS FARGO SECURITIES, LLC Duke Energy Center 550 South Tryon Street, 6th Floor Charlotte, North Carolina 28202 (August 28th, 2018)
Schneider National, Inc. – CREDIT AGREEMENT Dated as of August 6, 2018 Among SCHNEIDER NATIONAL LEASING, INC., as Borrower, SCHNEIDER NATIONAL, INC., SCHNEIDER RESOURCES, INC., SCHNEIDER FINANCE, INC., and SCHNEIDER NATIONAL CARRIERS, INC., as Guarantors, the Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A. And U.S. BANK NATIONAL ASSOCIATION, as Syndication Agents WELLS FARGO BANK, NATIONAL ASSOCIATION, BMO HARRIS FINANCING, INC., and ASSOCIATED BANK, N.A., as Documentation Agents ___________________________ JPMORGAN CHASE BANK, N.A., as Lead Left Bookrunner JPMORGAN CHAS (August 8th, 2018)
Fifteenth Amendment to Third Amended and Restated Credit Agreement (August 8th, 2018)

This FIFTEENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated as of June 19, 2018, is by and among COVENANT TRANSPORT, INC., a Tennessee corporation ("CTI"), CTG LEASING COMPANY, a Nevada corporation ("CTGL"), SOUTHERN REFRIGERATED TRANSPORT, INC., an Arkansas corporation ("SRT"), COVENANT ASSET MANAGEMENT, LLC, a Nevada limited liability company ("CAM"), COVENANT TRANSPORT SOLUTIONS, LLC, a Nevada limited liability company formerly known as Covenant Transport Solutions, Inc. ("CTS"), and STAR TRANSPORTATION, INC., a Tennessee corporation ("Star", and together with CTI, CTGL, SRT, CAM, and CTS, individually an "Existing Borrower" and collectively, "Existing Borrowers"), COVENANT LOGISTICS, INC., a Nevada corporation ("Logistics" or "New Borrower" and together with the Existing Borrowers, the "Borrowers"), COVENANT TRANSPORTATION GROUP, INC., a Nevada corporation and the owner (directly or indirectly) of all of the issued and outstanding capital stock

Tesoro Logistics Lp Common Unit – Contribution, Conveyance and Assumption Agreement (August 7th, 2018)
Contribution, Conveyance and Assumption Agreement (August 7th, 2018)
Apple Hospitality REIT, Inc. – SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 27, 2018 Among APPLE HOSPITALITY REIT, INC., as the Borrower, CERTAIN SUBSIDIARIES OF APPLE HOSPITALITY REIT, INC. FROM TIME TO TIME PARTY HERETO, as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, (August 1st, 2018)

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is entered into as of July 27, 2018, among APPLE HOSPITALITY REIT, INC., a Virginia corporation (the "Borrower"), certain subsidiaries of the Borrower from time to time party hereto, as Guarantors, each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), each L/C Issuer from time to time party hereto, and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender.

[McGuireWoods LLP Letterhead] (July 24th, 2018)
Smart Server, Inc – Up to 2,025,000 Shares RUMBLEON, INC. Class B Common Stock UNDERWRITING AGREEMENT (July 20th, 2018)
The McClatchy Company 9.000% Senior Secured Notes Due 2026 Purchase Agreement (July 6th, 2018)
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 28, 2018, Among AVNET, INC. And CERTAIN SUBSIDIARIES as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, BNP PARIBAS, THE BANK OF NOVA SCOTIA, MUFG BANK, LTD., MIZUHO BANK, LTD. And JP MORGAN CHASE BANK, N.A as Co-Syndication Agents, and the Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BNP PARIBAS SECURITIES CORP., THE BANK OF NOVA SCOTIA, MUFG BANK, LTD. MIZUHO BANK, LTD. And JP MORGAN CHASE BANK, N.A. As Joint Lead Arrangers and Joint Bookrunners (July 2nd, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is entered into as of June 28, 2018, among AVNET, INC., a New York corporation (the "Company"), each Subsidiary of the Company party hereto pursuant to Section 2.14 (each such Subsidiary, together with the Company, the "Borrowers" and, each a "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 28, 2018, Among AVNET, INC. And CERTAIN SUBSIDIARIES as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, BNP PARIBAS, THE BANK OF NOVA SCOTIA, MUFG BANK, LTD., MIZUHO BANK, LTD. And JP MORGAN CHASE BANK, N.A as Co-Syndication Agents, and the Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BNP PARIBAS SECURITIES CORP., THE BANK OF NOVA SCOTIA, MUFG BANK, LTD. MIZUHO BANK, LTD. And JP MORGAN CHASE BANK, N.A. As Joint Lead Arrangers and Joint Bookrunners (July 2nd, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is entered into as of June 28, 2018, among AVNET, INC., a New York corporation (the "Company"), each Subsidiary of the Company party hereto pursuant to Section 2.14 (each such Subsidiary, together with the Company, the "Borrowers" and, each a "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.

Ryerson Holding Corp – NOW, THEREFORE, in Consideration of the Premises Contained Herein and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto, Intending to Be Legally Bound Hereby, Agree as Follows: Section 1. Amendment to Credit Agreement. The Credit Agreement Is, Effective as of the Amendment No. 2 Effective Date (As Defined Below), Hereby Amended to Delete the Stricken Text (Indicated Textually in the Same Manner as the Following Example: Stricken Text) and to Add the Double- Underlined Text (Indicated Textually in the Same Manner as the Fo (June 29th, 2018)

THIS CREDIT AGREEMENT, dated as of July 24, 2015 (as amended by Amendment No. 1 on November 16, 2016 and by Amendment No. 2 on June 28, 2018), among RYERSON HOLDING CORPORATION (Holdings), JOSEPH T. RYERSON & SON, INC., a Delaware corporation, as the Lead Borrower (the Lead Borrower), WILCOX-TURRET COLD DRAWN, INC., a Wisconsin corporation (Wilcox-Turret), RYERSON PROCUREMENT CORPORATION, a Delaware corporation (Procurement), SOUTHERN TOOL STEEL, LLC, a Tennessee limited liability company (STS), each (other than Holdings) as a U.S. Borrower (as hereinafter defined), RYERSON CANADA, INC., a Canadian corporation (the Canadian Borrower), and each of the other Borrowers (as hereinafter defined) and Guarantors (as hereinafter defined) party hereto, the Lenders party hereto from time to time, BANK OF AMERICA, N.A., as the Administrative Agent (in such capacity the Administrative Agent) and Collateral Agent (in such capacity, the Collateral Agent). All capitalized terms used herein and define

FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of June 26, 2018 by and Among (June 29th, 2018)

This FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made as of June 26, 2018, by and among WASTE MANAGEMENT, INC., a Delaware corporation having its chief executive office at 1001 Fannin Street, Houston, Texas 77002 (the Company), WASTE MANAGEMENT OF CANADA CORPORATION, a Nova Scotia unlimited company (WMOCC), and WM QUEBEC INC., a corporation incorporated under the laws of Canada (WMQ, and together with WMOCC, the Canadian Borrowers, and the Canadian Borrowers together with the Company, the Borrowers, and each, individually, a Borrower), WASTE MANAGEMENT HOLDINGS, INC., a wholly-owned Subsidiary of the Company (the Guarantor), the lenders from time to time party hereto (the Banks) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the Administrative Agent).

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Among KENNAMETAL INC. And KENNAMETAL EUROPE GmbH, as Borrowers the Several Lenders and Issuing Lenders From Time to Time Parties Hereto, PNC BANK, NATIONAL ASSOCIATION and JPMORGAN CHASE BANK, N.A., as the Co-Syndication Agents, CITIZENS BANK OF PENNSYLVANIA, MUFG BANK, LTD. And MIZUHO BANK, LTD., as the Co-Documentation Agents, and BANK OF AMERICA, N.A., as the Administrative Agent Dated as of June 21, 2018 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, PNC CAPITAL MARKETS LLC and JPMORGAN CHASE BANK, N.A., as Joint Book Runners, and MERRILL LY (June 22nd, 2018)

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this Agreement), dated as of June 21, 2018, among KENNAMETAL INC., a Pennsylvania corporation (the Company), KENNAMETAL EUROPE GmbH, a limited liability company organized under the laws of Switzerland and a wholly-owned Foreign Subsidiary of the Company, and any other wholly-owned Foreign Subsidiary of the Company which becomes a Foreign Borrower hereunder pursuant to the terms hereof (collectively, the Foreign Borrowers and each a Foreign Borrower; and the Foreign Borrowers together with the Company, collectively, the Borrowers), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders), BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED, as Euro Swingline Lender, PNC BANK, NATIONAL ASSOCIATION and JPMORGAN CHASE BANK, N.A., as co-syndication agents (in such capacity, the Co-Syndication Agents), CITIZENS BANK OF PENNSYLVANIA, MUFG BANK, LTD. and MIZUHO BANK, LTD., as co-documen

364-Day TERM LOAN CREDIT AGREEMENT Among DOMINION ENERGY, INC., as the Borrower, the Several Banks and Other Financial Institutions From Time to Time Parties Hereto, as Lenders TORONTO DOMINION (TEXAS) LLC, as Administrative Agent, TD SECURITIES (USA) LLC as Lead Arranger and Bookrunner Dated as of as of June 14, 2018 (June 15th, 2018)

364-DAY TERM LOAN CREDIT AGREEMENT (this Credit Agreement), dated as of June 14, 2018 among DOMINION ENERGY, INC., a Virginia corporation (the Borrower), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a Lender and, collectively, the Lenders), and TORONTO DOMINION (TEXAS) LLC (TD), as administrative agent for the Lenders hereunder (in such capacity, the Administrative Agent).

AMENDMENT NO. 4 TO Term Loan AGREEMENT (June 12th, 2018)

This AMENDMENT NO. 4 TO Term Loan AGREEMENT (this "Amendment"), dated as of June 8, 2018 is made by and between TYSON FOODS, INC., a Delaware corporation and BANK OF AMERICA, N.A. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the Loan Agreement as defined below.

Silgan Holdings, Inc. – Contract (June 5th, 2018)
Village Bank and Trust Financial Corp. – Change of Control Agreement (June 4th, 2018)

THIS AGREEMENT is entered into as of the date set forth below, by and between Village Bank and Trust Financial Corp., a Virginia corporation (the "Corporation"), and Donald M. Kaloski, Jr. (the "Executive") and is made effective May 1, 2018 (the "Effective Date").

Ample-Tee, Inc. – 8,000 UNITS of AIRBORNE WIRELESS NETWORK UNDERWRITING AGREEMENT (May 29th, 2018)
American States Water Company – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 3, 2005 Among AMERICAN STATES WATER COMPANY, as Borrower, THE LENDERS NAMED HEREIN and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Lead Arranger (May 25th, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this Agreement) is entered into by and among AMERICAN STATES WATER COMPANY, a California corporation (Borrower), each lender whose name is set forth on the signature pages of this Agreement and each lender that may hereafter become a party to this Agreement pursuant to Section 11.8 (each a Lender and collectively, Lenders), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Lead Arranger.

[Mcguirewoods Llp Letterhead] (May 16th, 2018)
CREDIT AGREEMENT Dated as of May 14, 2018, Among CASELLA WASTE SYSTEMS, INC., and Its Subsidiaries (Other Than Excluded Subsidiaries and the Non-Borrower Subsidiaries), as the Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, (May 15th, 2018)

This CREDIT AGREEMENT (this "Agreement") is entered into as of May 14, 2018, by and among CASELLA WASTE SYSTEMS, INC., a Delaware corporation (the "Parent"), its Subsidiaries (other than the Excluded Subsidiaries and the Non-Borrower Subsidiaries) listed on Schedule 1 (together with the Parent, the "Borrowers" and, each a "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.

Ample-Tee, Inc. – ____________ UNITS of AIRBORNE WIRELESS NETWORK UNDERWRITING AGREEMENT (May 14th, 2018)
Ample-Tee, Inc. – Series [1/2/3] Preferred Stock Warrant Airborne Wireless Network (May 14th, 2018)

THIS SERIES [1/2/3] WARRANT (the "Warrant") certifies that, for value received, ________________ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to 5:00 p.m. Eastern Time on the date that is the [three (3)/six (6)/twelve (12)] month anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Airborne Wireless Network, a Nevada corporation (the "Company"), up to [____] shares (as subject to adjustment hereunder, the "Warrant Shares") of Preferred Stock. The purchase price of one share of Preferred Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to (i) the Underwriting Agreement, dated as of [_______], 2018, between the Company and Maxim Group LLC (the "Underwriting Agreement"

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 3, 2018 Among INTEGRA LIFESCIENCES HOLDINGS CORPORATION, a Delaware Corporation, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and as the Swing Line Lender and an L/C Issuer, JPMORGAN CHASE BANK, N.A. And WELLS FARGO BANK, N.A., as Co-Syndication Agents, PNC BANK, N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CITIBANK N.A., CITIZENS BANK, N.A., DNB BANK ASA, NEW YORK BRANCH, HSBC BANK PLC, HSBC BANK USA, NATIONAL ASSOCIATION, SUNTRUST BANK, TD BANK, N.A., BANK OF NOVIA SCOTIA and CAPITAL ONE, NATIONAL ASSOCIATION, as (May 9th, 2018)

This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of May 3, 2018, among INTEGRA LIFESCIENCES HOLDINGS CORPORATION, a Delaware corporation (the Borrower), each lender and issuing bank from time to time party hereto (collectively, the Lenders and individually, a Lender), BANK OF AMERICA, N.A., as Administrative Agent and as the Swing Line Lender.

CONSOL Mining Corp – Change in Control Severance Agreement (May 3rd, 2018)

EMPLOYMENT AGREEMENT ("Agreement") dated as of February 15, 2018 (the "Effective Date") between CONSOL Energy Inc. CNX Center, 1000 CONSOL Energy Drive, Suite 100 Canonsburg, Pennsylvania 15317, a Delaware corporation (the "Company"), and David Khani (the "Executive").

Ample-Tee, Inc. – Series [1/2/3] Preferred Stock Warrant Airborne Wireless Network (May 3rd, 2018)

THIS SERIES [1/2/3] WARRANT (the "Warrant") certifies that, for value received, ________________ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to 5:00 p.m. Eastern Time on the date that is the [three (3)/six (6)/twelve (12)] month anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Airborne Wireless Network, a Nevada corporation (the "Company"), up to [____] shares (as subject to adjustment hereunder, the "Warrant Shares") of Preferred Stock. The purchase price of one share of Preferred Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to (i) the Underwriting Agreement, dated as of [_______], 2018, between the Company and Maxim Group LLC (the "Underwriting Agreement"