Ohio Sample Contracts

i3 Verticals, Inc. – Loan Agreement and Omnibus Amendment to Loan Documents (May 25th, 2018)

This Third Amendment to First Amended and Restated Loan Agreement and Omnibus Amendment to Loan Documents (this "Amendment") is entered into as of August 11, 2015, by i3 VERTICALS, LLC ("i3"), a Delaware limited liability company; CP-TOPS, LLC ("CP-TOPS"), a Delaware limited liability company; CP-USDC, LLC ("CP-USDC"), a Delaware limited liability company; CP-PS, LLC ("CP-PS"), a Delaware limited liability company; CP-APS, LLC ("CP-APS"), a Delaware limited liability company; CP-DBS, LLC ("CP-DBS"), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. ("i3 Management"), a Delaware corporation, i3-RS, LLC ("i3-RS"), a Delaware limited liability company, i3-EZPAY, LLC, a Delaware limited liability company ("i3-EZ"), i3-LL, LLC, a Delaware limited liability company ("i3-LL"), i3-PBS, LLC, a Delaware limited liability company ("i3-PBS"), and i3-Infin, LLC, a Delaware limited liability company ("i3-Infin") (i3, CP-TOPS, CP-USDC, CP-PS, CP-APS, CP-DBS, i3 Management,

Atlantic City Electric – CREDIT AGREEMENT Dated as of May 23, 2018 Among ATLANTIC CITY ELECTRIC COMPANY, as Borrower, VARIOUS FINANCIAL INSTITUTIONS, as Lenders, And (May 25th, 2018)

THIS CREDIT AGREEMENT (this "Agreement") dated as of May 23, 2018 is among ATLANTIC CITY ELECTRIC COMPANY, the banks and other financial institutions or entities listed on the signature pages hereof, and U.S. Bank National Association, as Administrative Agent. The parties hereto, intending to be legally bound hereby, agree as follows:

Indemnification Agreement (May 25th, 2018)

WHEREAS, Director is a member of the Board of Directors of Corporation and in such capacity is performing a valuable service for Corporation and its shareholders; and

Sportsman'S Warehouse Holdings, Inc. – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 23, 2018 Among SPORTSMAN'S WAREHOUSE, INC., as the Lead Borrower for the Borrowers Party Hereto THE BORROWERS PARTY HERETO THE GUARANTORS PARTY HERETO WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, Swing Line Lender, and L/C Issuer, THE LENDERS PARTY HERETO as Syndication Agent and WELLS FARGO CAPITAL FINANCE, LLC, as Sole Lead Arranger (May 25th, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is entered into as of May 23, 2018, among SPORTSMAN'S WAREHOUSE, INC., a Utah corporation (the "Lead Borrower"), the Persons named on Schedule 1.01(a) hereto (collectively, the "Borrowers"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"),

Amended and Restated Articles of Incorporation of Itt Inc. (May 25th, 2018)

The address of the registered office of the Corporation in the State of Indiana 251 East Ohio Street, Suite 1100, Indianapolis, Indiana 46204. The name of the registered agent of the Corporation at such address is CT Corporation System.

i3 Verticals, Inc. – Second Amendment to First Amended and Restated Loan Agreement and Omnibus Amendment to Loan Documents (May 25th, 2018)

This Second Amendment to First Amended and Restated Loan Agreement and Omnibus Amendment to Loan Documents (this "Amendment") is entered into as of June 25, 2015, by i3 VERTICALS, LLC ("i3"), a Delaware limited liability company; CP-TOPS, LLC ("CP-TOPS"), a Delaware limited liability company; CP-USDC, LLC ("CP-USDC"), a Delaware limited liability company; CP-PS, LLC ("CP-PS"), a Delaware limited liability company; CP-APS, LLC ("CP-APS"), a Delaware limited liability company; CP-DBS, LLC ("CP-DBS"), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. ("i3 Management"), a Delaware corporation, i3-RS, LLC ("i3-RS"), a Delaware limited liability company, i3-EZPAY, LLC, a Delaware limited liability company ("i3-EZ"), i3-LL, LLC, a Delaware limited liability company ("i3-LL" ), and i3-PBS, LLC, a Delaware limited liability company ( "i3-PBS") (i3, CP-TOPS, CP-USDC, CP-PS, CP-APS, CP-DBS, i3 Management, i3-RS, and i3-EZ are the "Existing Borrowers," and the Existing B

Gulfport Energy Corporation – Twelfth Amendment to Amended and Restated Credit Agreement (May 25th, 2018)

THIS TWELFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this Amendment) is entered into as of May 21, 2018, among GULFPORT ENERGY CORPORATION, a Delaware corporation (Borrower), THE BANK OF NOVA SCOTIA, as Administrative Agent (Administrative Agent) and L/C Issuer, and the Lenders party hereto.

Ford Credit Auto Owner Trust 2018-A – ASSET REPRESENTATIONS REVIEW AGREEMENT Among FORD CREDIT AUTO OWNER TRUST 2018-A, as Issuer FORD MOTOR CREDIT COMPANY LLC, as Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of May 1, 2018 (May 24th, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of May 1, 2018 (this Agreement), among FORD CREDIT AUTO OWNER TRUST 2018-A, a Delaware statutory trust, as Issuer, FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Servicer, and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer.

Babcock & Wilcox Company – Credit Agreement (May 24th, 2018)

This CREDIT AGREEMENT is entered into as of May 24, 2018, among BWX TECHNOLOGIES, INC., a Delaware corporation (the "Administrative Borrower"), BWXT Canada Ltd., an Ontario corporation (the "Canadian Borrower" and together with the Administrative Borrower, collectively, the "Borrower" and each, a "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and WELLS FARGO BANK, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.

Michaels Companies, Inc. – Third Amendment to Amended and Restated Credit Agreement and Omnibus Amendment to Loan Documents (May 24th, 2018)

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTS, dated as of May 23, 2018 (this "Third Amendment"), among MICHAELS STORES, INC., a Delaware corporation (the "Borrower"), MICHAELS FUNDING, INC., a Delaware corporation ("Holdings"), various Subsidiaries of the Borrower, DEUTSCHE BANK AG NEW YORK BRANCH, as the existing administrative agent (in such capacity, the "Resigning Administrative Agent") and the existing collateral agent (in such capacity, the "Resigning Collateral Agent") under the Existing Credit Agreement referred to below, the 2018 Converting Replacement Term B Loan Lenders, the 2018 New Replacement Term B Loan Lenders, certain Lenders party hereto constituting the Required Lenders, JPMorgan Chase Bank, N.A. ("JPMorgan"), as successor administrative agent (in such capacity, the "Successor Administrative Agent") and successor collateral agent (in such capacity, the "Successor Collateral Agent") and JPMORGAN CHASE BANK, N.A., WEL

Award Notice of Long-Term Compensation Award Granted Pursuant to the Transcat, Inc. 2003 Incentive Plan (May 24th, 2018)

Grant of Cash Award. This Award Notice serves to notify you that the Board of Directors of Transcat, Inc., an Ohio corporation (the "Company"), has granted to you, under the Company's 2003 Incentive Plan, as amended and restated (the "Plan"), a cash award (the "Award"), on the terms and conditions set forth in this Award Notice and the Plan, of the Time Amount and Performance Amount (collectively, the "Amounts") set forth above. You are eligible for this award because you have met your Company stock ownership guidelines. Amounts will vest (become non-forfeitable) as set forth in Sections 2 and 3 and will be payable in the form of cash as set forth in Section 4, all in accordance with the terms of this Award Notice, the Plan, and any rules and procedures adopted by the Committee. The Plan is incorporated herein by reference and made a part of this Award Notice. Capitalized terms not defined herein have the respective meanings set forth in the Plan.

Sono-Tek Corporation – October 20, 2017 Stephen J. Bagley (May 24th, 2018)
Carriage Services, Inc. 6.625% Senior Notes Due 2026 Purchase Agreement (May 24th, 2018)
Award Notice of Restricted Stock Units and Performance Restricted Stock Units Granted Pursuant to the Transcat, Inc. 2003 Incentive Plan (May 24th, 2018)

Grant of Restricted Stock Unit Award. This Award Notice serves to notify you that the Board of Directors of Transcat, Inc., an Ohio corporation (the "Company"), has granted to you, under the Company's 2003 Incentive Plan, as amended and restated (the "Plan"), a restricted stock unit and performance restricted stock unit award (the "Award"), on the terms and conditions set forth in this Award Notice and the Plan, of the number of RSUs and PRSUs (together, the "Units") set forth above. Each Unit entitles you to receive from the Company one share of the Company's Common Stock, $0.50 par value per share (the "Common Stock"), which will vest (become non-forfeitable) as set forth in Sections 2 and 3 and will be payable in the form of shares of Common Stock as set forth in Section 4, all in accordance with the terms of this Award Notice, the Plan, and any rules and procedures adopted by the Committee. The Plan is incorporated herein by reference and made a part of this Award Notice. Capitaliz

First Commonwealth Financial Corporation – ISSUING AND PAYING AGENCY AGREEMENT Between FIRST COMMONWEALTH BANK, as Issuer, and May 21, 2018 (May 23rd, 2018)

THIS ISSUING AND PAYING AGENCY AGREEMENT, made and dated as of May 21, 2018 (this "Agreement"), between First Commonwealth Bank, a Pennsylvania bank and trust company national banking association, as issuer (the "Issuer"), and U.S. Bank National Association, as the calculation agent, issuing and paying agent and note registrar (hereinafter sometimes referred to, in each such capacity, the "Agent").

State Auto Financial Corporation – Application for Advance (May 23rd, 2018)

Pursuant to the BLANKET SECURITY AGREEMENT ("Agreement") and the RESOLUTION FOR ADVANCES ("Resolution") currently on file with the Federal Home Loan Bank of Cincinnati ("Bank"), the undersigned, who by the authority of the Member's Board of Directors are authorized to borrow from time to time under the "Agreement", hereby apply for an Advance for $85,000,000 under the following terms and conditions. PROVIDED, however, that if the Member is in default under the terms of the "Agreement" or any other agreement with the Bank, which default is not waived by the Bank, such funds need not be made available by the Bank hereunder. In addition, the Bank will not be obligated to fund commitments for advances previously made to Members who become tangible capital insolvent or if the Bank is notified by the Members primary regulator or insurer that the Member has been restricted from using Federal Home Loan Bank advances.

Earthstone Energy, Inc. – Third Amendment to Credit Agreement (May 23rd, 2018)

This THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") entered into on May [ ], 2018, is among EARTHSTONE ENERGY HOLDINGS, LLC, a Delaware limited liability company ("Borrower"), EARTHSTONE OPERATING, LLC, a Texas limited liability company ("EO"), EF NON-OP, LLC, a Texas limited liability company ("EF"), SABINE RIVER ENERGY, LLC, a Texas limited liability company ("Sabine"), EARTHSTONE LEGACY PROPERTIES, LLC, a Texas limited liability company ("ELP"), LYNDEN USA OPERATING, LLC, a Texas limited liability company ("LUO"), BOLD ENERGY III LLC, a Texas limited liability company ("BE") and BOLD OPERATING, LLC, a Texas limited liability company ("BO"), as guarantors (EO, EF, Sabine, ELP, LUO, BE and BO, each a "Guarantor" and collectively, the "Guarantors"); each Lender (defined below) who is a signatory hereto and BOKF, NA dba BANK OF TEXAS, a national banking association, as administrative agent ("Agent") for the Lenders. The party or parties are sometimes individually referred to

Nordson Corporation – Second Amendment to Term Loan Agreement (May 23rd, 2018)

This Second Amendment to Term Loan Agreement (this Amendment) dated as of May 17, 2018, is made by and among NORDSON CORPORATION, an Ohio corporation (the Borrower), each of the financial institutions party hereto (the Lenders), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as a Lender and as administrative agent for the Lenders (in such capacity as administrative gent, the Agent).

Westmoreland Coal Company – Fourth Amendment to Credit Agreement (May 23rd, 2018)

TERMS OF BRIDGE LOANS, dated as of May 21, 2018. All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.

Mb Financial Inc. – AGREEMENT AND PLAN OF MERGER by and Among MB FINANCIAL, INC. FIFTH THIRD BANCORP AND FIFTH THIRD FINANCIAL CORPORATION (May 23rd, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of May 20, 2018 (this Agreement), by and among MB Financial, Inc., a Maryland corporation (the Company), Fifth Third Bancorp, an Ohio corporation (Parent) and Fifth Third Financial Corporation, an Ohio corporation and a direct wholly-owned subsidiary of Parent (Intermediary).

Termination OF LEASE (May 22nd, 2018)

THIS TERMINATION OF LEASE ("Agreement") is made as of the 18th day of May, 2018 (the "Effective Date") by and between MODULE (DE) LIMITED PARTNERSHIP, a Delaware limited partnership, successor by merger to Chassis (DE) Limited Partnership, a Delaware limited partnership ("Landlord"), and TOWER AUTOMOTIVE OPERATIONS USA I, LLC (successor in interest to Tower Automotive Products Company, Inc. and Tower Automotive Tool LLC), a Delaware limited liability company ("Tenant").

AGREEMENT AND PLAN OF MERGER by and Among MB FINANCIAL, INC. FIFTH THIRD BANCORP AND FIFTH THIRD FINANCIAL CORPORATION Dated as of May 20, 2018 (May 22nd, 2018)
AEP Texas Inc. – AEP Texas Inc. $500,000,000 3.950% Senior Notes, Series E Due 2028 REGISTRATION RIGHTS AGREEMENT (May 22nd, 2018)
AEP Texas Inc. – Second Supplemental Indenture Dated as of May 17, 2018 $500,000,000 3.950% Senior Notes, Series E Due 2028 (May 22nd, 2018)

THIS SECOND SUPPLEMENTAL INDENTURE is made as of the 17th day of May, 2018, between AEP TEXAS INC. a corporation duly organized and existing under the laws of the state of Delaware (herein called the "Company"), having its principal office at 1 Riverside Plaza, Columbus, Ohio 43215 and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, duly organized and existing under the laws of the United States, having its designated corporate trust office at 2 North LaSalle Street, 7th Floor, Chicago, Illinois 60602, as Trustee (herein called the "Trustee").

Gaming & Leisure Properties, Inc. – [Signature Page to Amendment No. 2 to the Credit Agreement] (May 22nd, 2018)

This CREDIT AGREEMENT is entered into as of October 28, 2013, as amended by Amendment No. 1 to the Credit Agreement dated July 31, 2015 (as further amended, restated, amended and restated, supplemented and otherwise modified from time to time, this Agreement), among GLP Financing, LLC, a Pennsylvania limited liability company (together with its successors, the Borrower), each Lender from time to time party hereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the Administrative Agent).

Golub Capital Investment Corp – Amended and Restated Revolving Credit Agreement (May 22nd, 2018)

THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is dated as of May 17, 2018 by and among GOLUB CAPITAL INVESTMENT CORPORATION, a Maryland corporation ("Borrower"), and SUMITOMO MITSUI BANKING CORPORATION, a foreign banking corporation organized under the laws of Japan (in its individual capacity, "SMBC"), as Administrative Agent for the Lenders (as each term is hereinafter defined), and the Lenders.

Fourth Amendment to Lease Agreement (May 22nd, 2018)

THIS FOURTH AMENDMENT TO LEASE AGREEMENT (this "Amendment") is dated May 18, 2018 ("Effective Date"), and is by and among MODULE (DE) LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord"), with an address at c/o W. P. Carey Inc., 50 Rockefeller Plaza, 2nd Floor, New York, New York, 10020, and TOWER AUTOMOTIVE OPERATIONS USA I, LLC (successor in interest to Tower Automotive Products Company, Inc. and Tower Automotive Tool LLC), a Delaware limited liability company ("Tenant") with its principal address at 17672 N. Laurel Park Drive, Suite 400E, Livonia, Michigan 48152. All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Lease (hereinafter defined).

Liberty Silver Corp – United States Environmental Protection Agency and the United States Department of Justice (May 21st, 2018)
Qcp Acquisition Welltower Investor Q&A (May 21st, 2018)
Forbearance Agreement (May 21st, 2018)

This FORBEARANCE AGREEMENT (as amended, restated, amended or restated, supplemented or otherwise modified from time to time, this "Agreement") is entered into as of May 18, 2018 by and among CP PROPERTY HOLDINGS, LLC, a Georgia limited liability company, as borrower (the "CP Borrower"), NORTHWEST PROPERTY HOLDINGS, LLC, a Georgia limited liability company, as borrower (the "Northwest Borrower"), ATTALLA NURSING ADK, LLC, a Georgia limited liability company, as borrower (the "Attalla Borrower"), ADCARE PROPERTY HOLDINGS, LLC, a Georgia limited liability company, as borrower and guarantor ("AdCare Holdco"; the CP Borrower, the Northwest Borrower, the Attalla Borrower and AdCare Holdco are collectively referred to herein as "Borrowers" and each as a "Borrower"), HEARTH & HOME OF OHIO, INC., a Georgia corporation, as guarantor (the "HHO Guarantor"), REGIONAL HEALTH PROPERTIES, INC. a Georgia corporation, as guarantor (the "RHP Guarantor"; the HHO Guarantor, AdCare Holdco and the RHP Guaran

Pledge Agreement (May 21st, 2018)

This PLEDGE AGREEMENT (this "Agreement") is dated as of May 18, 2018 by and between ADCARE OPERATIONS, LLC, a Georgia limited liability company ("Pledgor"), and PINECONE REALTY PARTNERS, II, LLC, a Delaware limited liability company (together with its successors and assigns, "Lender").

Plymouth Industrial REIT Inc. – Promissory Note (May 21st, 2018)
Veoneer, Inc. – Joint Venture Agreement (May 21st, 2018)

THIS JOINT VENTURE AGREEMENT (the Agreement) is made and entered into this 7th day of March, 2016, by and among Autoliv ASP, Inc., an Indiana corporation (Autoliv ASP), Autoliv AB, a Swedish corporation (Autoliv AB), Autoliv Holding, Inc., a Delaware corporation (Autoliv Holding and together with Autoliv ASP and Autoliv AB, the Autoliv Parties) and Nissin Kogyo Co., Ltd., a Japanese company (Nissin), Nissin Kogyo Holdings USA, Inc., an Ohio corporation (Nissin Holding), and Zhongshan Nissin Industry Co., Ltd. (NBZ, and together with Nissin and Nissin Holding, the Nissin Parties). Autoliv ASP, Autoliv AB, Autoliv Holding, Nissin, Nissin Holding, and NBZ are each referred to herein as a Party and collectively as the Parties.

Second Amendment to Credit Agreement (May 21st, 2018)

This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), made and entered into as of May 17, 2018, is by and between PARK NATIONAL CORPORATION,

Guaranty Agreement (May 21st, 2018)

This GUARANTY AGREEMENT (this "Guaranty") is made as of May 18, 2018 by ADCARE OPERATIONS, LLC, a Georgia limited liability company, as guarantor (the "New Guarantor"), to and for the benefit of PINECONE REALTY PARTNERS, II, LLC, a Delaware limited liability company (together with its successors and assigns, "Lender").