Missouri Sample Contracts

Liberated Solutions, Inc. – STOCK PURCHASE AGREEMENT (March 1st, 2019)

This Stock Purchase Agreement (the “Agreement”) is entered into as of February 28, 2019, with an effective date of March 1, 2019 (the “Effective Date”), by and among Liberated Solutions, Inc. (f/k/a The Go Eco Group, f/k/a Liberated Energy, Inc.), a Nevada corporation (“Liberated”), CigaWatt, Inc., a Missouri corporation (“CigaWatt”), and each of the shareholders of CigaWatt identified on the signature pages hereto. Such shareholders own 100% of the capital stock in CigaWatt and are sometimes referred to herein as the “Shareholders”. The parties shall be collectively referred to herein as the “Parties” and individually, a “Party.” In consideration of the mutual promises contained herein, intending to be legally bound, the Shareholders, Liberated and Company hereby agree as follows:

Brown & Brown, Inc. – ASSET PURCHASE AGREEMENT (February 26th, 2019)

This Asset Purchase Agreement (this “Agreement”), dated as of October 22, 2018, is made and entered into by and among BBHG, Inc., a Florida corporation (“Buyer”); Brown & Brown, Inc., a Florida corporation and parent company of Buyer (“Parent”); The Hays Group, Inc., a Minnesota corporation (“THG”); The Hays Group of Wisconsin, LLC, a Minnesota limited liability company (“THGW”); The Hays Benefits Group, LLC, a Minnesota limited liability company (“THBG”); PlanIT, LLC, a Minnesota limited liability company (“PlanIT”), The Hays Benefits Group of Wisconsin, LLC, a Minnesota limited liability company (“THBGW”); The Hays Group of Illinois, LLC, a Minnesota limited liability company (“THGI”); and Claims Management of Missouri, LLC, a Missouri limited liability company (“CMM,” and together with THG, THGW, THBG, PlanIT, THBGW and THGI, each a “Seller” and collectively, the “Sellers”); and THG, as the Sellers’ Representative (the “Sellers’ Representative”). Buyer and each Seller are each a “P

Westar Energy Inc /Ks – FIRST AMENDMENT TO CREDIT AGREEMENT (February 22nd, 2019)

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of November 30, 2018 (the “Effective Date”), by and among EVERGY, INC., a Missouri corporation, KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation, KCP&L GREATER MISSOURI OPERATIONS COMPANY, a Delaware corporation, and WESTAR ENERGY, INC., a Kansas corporation (each, a “Borrower” and, collectively, the “Borrowers”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (the “Administrative Agent”).

Commerce Bancshares Inc /Mo/ – 2009 RESTATEMENT OF SEVERANCE AGREEMENT (February 21st, 2019)

THIS AGREEMENT is made and entered into as of the later of the dates set forth next to the signatures on this Agreement by and between                              a Missouri corporation (the “Company”) and                                (the “Executive”).

Westar Energy Inc /Ks – CHANGE IN CONTROL SEVERANCE AGREEMENT (February 15th, 2019)

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT is dated as of _______________________________, between Evergy, Inc., a Missouri corporation (“Evergy”), and _______________________________ (“Executive”).

Citius Pharmaceuticals, Inc. – FIRST AMENDMENT TO PATENT AND TECHNOLOGY LICENSE AGREEMENT (February 14th, 2019)
Post Holdings, Inc. – FOURTH SUPPLEMENTAL INDENTURE (February 12th, 2019)

THIS FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of February 8, 2019 and is by and among Post Holdings, Inc., a Missouri corporation (the “Company”), the Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).

SB/RH Holdings, LLC – SHAREHOLDER AGREEMENT (February 1st, 2019)

This SHAREHOLDER AGREEMENT, dated as of January 28, 2019 (this “Agreement”), is by and between Spectrum Brands Holdings, Inc., a Delaware corporation (“Spectrum”), and Energizer Holdings, Inc., a Missouri corporation (the “Company,” and together with Spectrum, the “Parties” and each, a “Party”).

Energizer Holdings, Inc. – SHAREHOLDER AGREEMENT (January 28th, 2019)

This SHAREHOLDER AGREEMENT, dated as of January 28, 2019 (this “Agreement”), is by and between Spectrum Brands Holdings, Inc., a Delaware corporation (“Spectrum”), and Energizer Holdings, Inc., a Missouri corporation (the “Company,” and together with Spectrum, the “Parties” and each, a “Party”).

Commerce Bancshares Inc /Mo/ – COMMERCE BANCSHARES, INC. REPORTS FOURTH QUARTER EARNINGS PER SHARE OF $.96 (January 17th, 2019)

Commerce Bancshares, Inc. announced earnings of $.96 per common share for the three months ended December 31, 2018 compared to $.82 per share in the same quarter last year and $.98 per share in the prior quarter. Net income attributable to Commerce Bancshares, Inc. for the fourth quarter of 2018 amounted to $109.7 million, compared to $94.4 million in the fourth quarter of 2017 and $112.6 million in the prior quarter. For the current quarter, the return on average assets was 1.75%, the return on average common equity was 15.9%, and the efficiency ratio was 54.5%.

Peak Resorts Inc – RENEWED PROMISSORY NOTE (Acquisition Line) (December 27th, 2018)

This Note is subject to those terms and conditions set forth in that certain Credit Facility, Loan and Security Agreement between Borrowers and Bank dated December 22, 2015, as restated by that certain Restated Credit Facility, Loan and Security Agreement between Borrowers and Bank dated October 27, 2017, and as renewed by the First Renewal of the Restated Credit Facility, Loan and Security Agreement between Borrowers and Bank dated December 27, 2018 (collectively the “Loan Agreement”).

Pioneer Financial Services Inc – AMENDMENT NO. 4 TO CREDIT AGREEMENT (December 26th, 2018)

This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Agreement”) is entered into and effective as of December 21, 2018 (the “Effective Date”), and is by and among Pioneer Financial Services, Inc., a Missouri corporation (“PFSI”), Pioneer Funding, Inc., a Nevada corporation, Pioneer Services Corp., a Missouri corporation (formerly known as PSLF, Inc.), and Pioneer Services Sales Finance, Inc., a Nevada corporation, jointly and severally (individually and collectively, the “Company”), the Lenders, and CIBC Bank USA, as administrative agent for the Lenders (the “Administrative Agent”).

Pioneer Financial Services Inc – NON-RECOURSE LOAN SALE AND MASTER SERVICES AGREEMENT (December 6th, 2018)

This Non-Recourse Loan Sale and Master Services Agreement (the “Agreement”) is by and among MidCountry Bank, FSB (“MidCountry Bank”), Pioneer Financial Services, Inc., a Missouri corporation, Pioneer Funding, Inc., a Nevada corporation, Pioneer Services Corp., a Missouri corporation, and Pioneer Services Sales Finance, Inc., a Nevada corporation (each a “Purchaser” and, collectively, “Purchasers” or “Pioneer”), and CIBC Bank USA, as administrative agent for itself and certain other lenders (together with any successor administrative agent under the Lending Agreement (as defined below), the “Agent”), is entered into and effective as of November 30, 2018 (the “Effective Date”).

American Railcar Industries, Inc. – PRESS RELEASE AMERICAN RAILCAR INDUSTRIES, INC. 100 Clark Street, St. Charles, Missouri 63301 americanrailcar.com 636.940.6000 (December 6th, 2018)

Through its partnerships and relationships, ITE is committed to growing the ARI platform for the long term through supporting the employees and management of ARI in their initiatives to continue to build a better product and a better company, and to supplying its customers with a broad base of products, services, and support.

Peak Resorts Inc – REGISTRATION RIGHTS AGREEMENT (November 23rd, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 21, 2018, between Peak Resorts, Inc., a Missouri corporation (the “Company”), and Cap 1 LLC, a Delaware limited liability company (the “Investor”).

Beyond Meat, Inc. – LEASE (November 16th, 2018)

THIS LEASE made and entered into as of the 12th day of, October 2017, by and between LeMone Family Limited Partnership, LLLP, a Missouri limited liability limited partnership, hereinafter referred to as "Landlord," and Savage River, Inc., a Delaware corporation, hereinafter referred to as "Tenant,"

Beyond Meat, Inc. – LEASE (November 16th, 2018)

THIS LEASE made and entered into as of the 13th day of March, 2014, by and between the Sara Maguire LeMone as Trustee of the Sara Maguire LeMone Revocable Trust dated February 6, 2004, hereinafter referred to as "Landlord," and Savage River, Inc., a Delaware corporation, hereinafter referred to as "Tenant,"

Spire Alabama Inc – TRANSPORTATION SERVICE AGREEMENT (November 15th, 2018)

This TRANSPORTATION SERVICE AGREEMENT, hereinafter referred to as "Agreement," is made and entered into by and between Enable Mississippi River Transmission, LLC, a Delaware limited liability company, hereinafter called "MRT," and Spire Missouri, Inc, a Missouri corporation, hereinafter called "Customer."

Spire Alabama Inc – TRANSPORTATION SERVICE AGREEMENT (November 15th, 2018)

This TRANSPORTATION SERVICE AGREEMENT, hereinafter referred to as "Agreement," is made and entered into by and between Enable Mississippi River Transmission, LLC, a Delaware limited liability company, hereinafter called "MRT," and Spire Missouri, Inc, a Missouri corporation, hereinafter called "Customer."

Hawthorn Bancshares, Inc. – HAWTHORN BANCSHARES, INC.EXCESS BENEFIT PLAN (November 13th, 2018)

Effective as of the 1st day of January, 2018, Hawthorn Bancshares, Inc. (the "Company"), a corporation duly organized and existing under the laws of the state of Missouri, hereby establishes the Hawthorn Bancshares, Inc. Excess Benefit Plan (the "Plan").

Simmons First National Corp – Simmons First National Corporation Announces Agreement to Acquire Reliance Bancshares, Inc. (November 13th, 2018)

PINE BLUFF, Ark., Nov. 13, 2018 (GLOBE NEWSWIRE) -- Simmons First National Corporation (Nasdaq: SFNC) (“Simmons” or “Company”) announced today that it has entered into a definitive agreement and plan of merger (“Agreement”) with Reliance Bancshares, Inc. (“Reliance”).  According to the terms of the Agreement, Simmons will acquire all of the outstanding common stock of Reliance for a combination of cash and stock consideration.  Reliance is headquartered in Des Peres, Missouri – part of the greater St. Louis metropolitan area – and is the parent company of Reliance Bank.

Westar Energy Inc /Ks – INDEMNIFICATION AGREEMENT (November 7th, 2018)

This Indemnification Agreement (this “Agreement”) is made and entered into as of the ____ day of ______, 20__, by and between Evergy, Inc., a Missouri corporation (the “Company”) and _________ (“Indemnitee”).

Spire Alabama Inc – FIRST AMENDMENT TO LOAN AGREEMENT (November 6th, 2018)

THIS LOAN AGREEMENT (this “Agreement”) is made and entered into as of December 14, 2016, by and among SPIRE INC., a Missouri corporation, SPIRE ALABAMA GAS CORPORATIONINC. (formerly Alabama Gas Corporation), an Alabama corporation and LACLEDE GAS COMPANYSPIRE MISSOURI INC. (formerly Laclede Gas Company), a Missouri corporation (each of the above, individually, a “Borrower” and collectively, the “Borrowers”), the Banks from time to time party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Banks.

American Railcar Industries, Inc. – PRESS RELEASE AMERICAN RAILCAR INDUSTRIES, INC.100 Clark Street, St. Charles, Missouri 63301americanrailcar.com 636.940.6000 (October 30th, 2018)

Total consolidated revenues were $100.0 million for the third quarter of 2018, a decrease of 17% when compared to $120.7 million for the same period in 2017. This decrease was primarily driven by decreased revenues in the manufacturing segment, partially offset by increased revenues in our railcar services segment.

EDGEWELL PERSONAL CARE Co – COOPERATION AGREEMENT (October 30th, 2018)

This COOPERATION AGREEMENT (the “Agreement”), dated as of October 28, 2018 is made and entered into by EDGEWELL PERSONAL CARE COMPANY, a Missouri corporation (the “Company”) and LEGION PARTNERS ASSET MANAGEMENT, LLC, a Delaware limited liability company, (together with its Affiliates “Legion Partners”) and each of the other persons listed on the signature page to this Agreement (collectively with Legion Partners and together with any other Affiliates of Legion Partners, the “Investor Group” and each individually, an “Investor”).

American Railcar Industries, Inc. – ANNOUNCES DEFINITIVE MERGER AGREEMENT (October 22nd, 2018)

John O’Bryan, President and CEO of ARI, commented, “ARI is a highly respected company in the railcar industry with a rich history of growth and innovation for over 20 years. The sale demonstrates the value this company, its employees and shareholders have created, and I would like to thank Icahn Enterprises L.P. for its support and guidance over the years. I would like to thank the ARI team for their dedication to our values, vision, and commitment to serving our customers. We look forward to working with the ITE team to continue to improve our business and grow in the years to come.”

Beyond Meat, Inc. – LEASE (October 16th, 2018)

THIS LEASE made and entered into as of the 13th day of March, 2014, by and between the Sara Maguire LeMone as Trustee of the Sara Maguire LeMone Revocable Trust dated February 6, 2004, hereinafter referred to as "Landlord," and Savage River, Inc., a Delaware corporation, hereinafter referred to as "Tenant,"

Beyond Meat, Inc. – LEASE (October 16th, 2018)

THIS LEASE made and entered into as of the 12th day of, October 2017, by and between LeMone Family Limited Partnership, LLLP, a Missouri limited liability limited partnership, hereinafter referred to as "Landlord," and Savage River, Inc., a Delaware corporation, hereinafter referred to as "Tenant,"

Commerce Bancshares Inc /Mo/ – COMMERCE BANCSHARES, INC. REPORTS THIRD QUARTER EARNINGS PER SHARE OF $1.03 (October 11th, 2018)

Commerce Bancshares, Inc. announced record earnings of $1.03 per common share for the three months ended September 30, 2018 compared to $.67 per share in the same quarter last year and $1.01 per share in the prior quarter. Net income attributable to Commerce Bancshares, Inc. for the third quarter of 2018 amounted to $112.6 million, compared to $74.6 million in the third quarter of 2017 and $110.3 million in the prior quarter. For the quarter, the return on average assets was 1.81%, the return on average common equity was 16.4%, and the efficiency ratio was 55.7%.

Post Holdings, Inc. – BORROWER ASSIGNMENT AND ASSUMPTION AGREEMENT (October 5th, 2018)

This Assignment and Assumption Agreement (the “Agreement”), dated as of October 1, 2018, is among Post Holdings, Inc., a Missouri corporation, as assignor (“Assignor”), 8th Avenue Food and Provisions, Inc., a Missouri corporation, as assignee (“Assignee”), and Barclays Bank PLC, as administrative agent (in such capacity and together with its successors and assigns, the “Administrative Agent”).

Blackstone / GSO Secured Lending Fund – AGENCY AGREEMENT (October 1st, 2018)

THIS AGENCY AGREEMENT (“AGREEMENT”) made the 10th day of September, 2018 (the “Effective Date”), by and between, BLACKSTONE / GSO SECURED LENDING FUND, a statutory trust organized under the laws of the State of Delaware, with offices at 345 Park Ave., New York, NY, together with any other investment products who execute an Adoption Agreement as provided in Section 4.K below (collectively referred to as the “Fund”), and DST SYSTEMS, INC., a corporation organized and existing under the laws of the State of Delaware, having its principal place of business at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 (“DST”), is to take effect as of the Effective Date referenced above.

Tenneco Inc – THIRD SUPPLEMENTAL INDENTURE (October 1st, 2018)

THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of October 1, 2018, among Tenneco Inc., a Delaware corporation, as issuer (the “Company”) and Federal-Mogul Motorparts LLC, a Delaware limited liability company, Federal-Mogul Powertrain LLC, a Michigan limited liability company, Federal-Mogul Financing Corporation, a Delaware corporation, Federal-Mogul Piston Rings, LLC, a Delaware limited liability company, Federal-Mogul Powertrain IP LLC, a Delaware limited liability company, Federal-Mogul Ignition LLC, a Delaware limited liability company, Felt Products MFG Co. LLC, a Delaware limited liability company, Federal-Mogul Valve Train International LLC, a Delaware limited liability company, Federal-Mogul Sevierville, LLC, a Tennessee limited liability company, Muzzy-Lyon Auto Parts LLC, a Delaware limited liability company, Federal-Mogul Chassis LLC, a Delaware limited liability company, Federal-Mogul Filtration LLC, a Delaware limited liability company, Federal

Blackstone / GSO Secured Lending Fund – CUSTODY AGREEMENT (October 1st, 2018)

This Agreement is made as of September 14, 2018 by and between GSO Asset Management LLC, a limited liability company organized under the laws of the State of Delaware (“GSO”), on behalf of Blackstone / GSO Secured Lending Fund (the “Fund”), a statutory trust organized under the laws of the State of Delaware that will elect to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (the “Custodian”).

Tenneco Inc – FOURTH SUPPLEMENTAL INDENTURE (October 1st, 2018)

FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of October 1, 2018, among Tenneco Inc., a Delaware corporation, as issuer (the “Company”) and Federal-Mogul Motorparts LLC, a Delaware limited liability company, Federal-Mogul Powertrain LLC, a Michigan limited liability company, Federal-Mogul Financing Corporation, a Delaware corporation, Federal-Mogul Piston Rings, LLC, a Delaware limited liability company, Federal-Mogul Powertrain IP LLC, a Delaware limited liability company, Federal-Mogul Ignition LLC, a Delaware limited liability company, Felt Products MFG Co. LLC, a Delaware limited liability company, Federal-Mogul Valve Train International LLC, a Delaware limited liability company, Federal-Mogul Sevierville, LLC, a Tennessee limited liability company, Muzzy-Lyon Auto Parts LLC, a Delaware limited liability company, Federal-Mogul Chassis LLC, a Delaware limited liability company, Federal-Mogul Filtration LLC, a Delaware limited liability company, Feder

Great Western Bancorp, Inc. – Forward Looking Statements The materials posted may contain forward-looking statements, including guidance, involving significant risks and uncertainties, which will be identified by words such as "believe," "expect," "anticipate," "intend," "estimate," "should," "is likely," "will," "going forward" and other expressions that indicate future events and trends and may be followed by or reference cautionary statements. A number of factors could cause actual results to differ materially from those in the forward-looking information. These factors are outlined in our most recent earnings press rel (August 30th, 2018)