Ohio Sample Contracts

Benchmark 2018-B4 Mortgage Trust – CO-LENDER AGREEMENT Dated as of June 15, 2018 Between DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-1 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-2 Holder) (July 13th, 2018)

THIS CO-LENDER AGREEMENT (the "Agreement"), dated as of June 15, 2018, is between DEUTSCHE BANK AG, NEW YORK BRANCH ("DBNY"), a branch of Deutsche Bank AG, a German Bank, having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as the holder of Note A-1 and Note A-2.

Code Share and Revenue Sharing Agreement (July 13th, 2018)
Benchmark 2018-B4 Mortgage Trust – Contract (July 13th, 2018)
Fourth Amendment to Code Share and Revenue Sharing Agreement and Release (July 13th, 2018)
Benchmark 2018-B4 Mortgage Trust – Contract (July 13th, 2018)
Benchmark 2018-B4 Mortgage Trust – Contract (July 13th, 2018)
Poage Bankshares Inc. – Agreement and Plan of Merger (July 12th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this "Agreement") dated as of July 11, 2018 (hereinafter referred to as the "Agreement Date"), is entered into by and between CITY HOLDING COMPANY, a West Virginia corporation (hereinafter referred to as "City"), and POAGE BANKSHARES, INC., a Maryland corporation (hereinafter referred to as "Poage").

Morgan Stanley Capital I Trust 2018-H3 – Contract (July 12th, 2018)
Kadant Inc – Promissory Note (July 12th, 2018)

FOR VALUE RECEIVED, Kadant Inc., a Delaware corporation ("Kadant"), Kadant Johnson LLC, a Delaware limited liability company ("Kadant Johnson"), and Kadant Black Clawson LLC, a Delaware limited liability company ("Kadant Black") and Verus Lebanon, LLC a Delaware limited liability company having an address c/o Kadant Inc., One Technology Park Drive, Westford, MA 01886 ("Verus", and together with Kadant, Kadant Johnson, Kadant Black and their respective successors and assigns, the "Borrowers"), promise to pay to Citizens Bank, N.A. (together with its successors and assigns, the "Bank"), or order, at the Bank's place of business located at 28 State Street, Boston, Massachusetts 02109, or at such other place as the Bank may designate to the Borrowers from time to time, the principal sum of TWENTY-ONE MILLION DOLLARS ($21,000,000.00), together with interest on the unpaid principal balance as set forth below.

Morgan Stanley Capital I Trust 2018-H3 – AGREEMENT BETWEEN NOTE HOLDERS Dated as of April 27, 2018 by and Between BANK OF AMERICA, N.A., and KEYBANK NATIONAL ASSOCIATION GCEAR II Portfolio (July 12th, 2018)

THIS AGREEMENT BETWEEN NOTEHOLDERS (this "Agreement"), dated as of April 27, 2018, is by and among BANK OF AMERICA, N.A. ("BANA", together with its successors and assigns in interest, as the initial owner of Note A-1-1 described below, in its capacity as the "Initial Note A-1-1 Holder" and, in its capacity as the initial agent, the "Initial Agent"), BANA (together with its successors and assigns in interest, as the initial owner of Note A-1-2 described below, in its capacity as the "Initial Note A-1-2 Holder"), BANA (together with its successors and assigns in interest, as the initial owner of Note A-1-3 described below, in its capacity as the "Initial Note A-1-3 Holder"), and ("KeyBank", together with its successors and assigns in interest, as the initial owner of Note A-2-1 described below, in its capacity as the "Initial Note A-2-1 Holder"), KeyBank (together with its successors and assigns in interest, as the initial owner of Note A-2-2 described below, in its capacity as the "Init

Agreement for Purchase and Sale of Real Property (July 12th, 2018)

THIS AGREEMENT ("Agreement") is made and entered into as of the Effective Date (as defined herein) by and between ARC CRVANOH001, LLC, a Delaware limited liability company ("Seller"), and AXOGEN CORPORATION, a Delaware corporation ("Buyer").

City Holding Company – AGREEMENT AND PLAN OF MERGER Dated as of July 11, 2018 by and Between CITY HOLDING COMPANY and POAGE BANKSHARES, INC. (July 12th, 2018)
Kadant Inc – Open-End Mortgage, Security Agreement, and Assignment of Leases (July 12th, 2018)

THIS OPEN-END MORTGAGE, SECURITY AGREEMENT, AND ASSIGNMENT OF RENTS (this "Mortgage"), dated as of the 6th day of July, 2018 is made by Verus Lebanon, LLC, a Delaware limited liability ("Mortgagor"), having a place of business at c/o Kadant Inc., One Technology Park Drive, Westford, MA 01886, in favor of Citizens Bank, N.A. (the "Mortgagee"), having an office at 28 State Street, Boston, MA 02109.

Term Loan and Security Agreement (July 12th, 2018)

THIS TERM LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of July 6, 2018, is made by and among AEROGROW INTERNATIONAL, INC., a Nevada corporation (the "Borrower"), and THE SCOTTS COMPANY LLC, an Ohio limited liability company (the, "Lender").

FIFTH AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT Made by THE SCOTTS MIRACLE-GRO COMPANY, EACH DOMESTIC SUBSIDIARY BORROWER and Certain of Their Domestic Subsidiaries in Favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of July 5, 2018 (July 11th, 2018)
UBS Commercial Mortgage Trust 2018-C8 – Contract (July 11th, 2018)
Middlefield Banc Cor – The Middlefield Banking Company Executive Variable Benefit Deferred Compensation Agreement (July 11th, 2018)

This EXECUTIVE VARIABLE BENEFIT DEFERRED COMPENSATION AGREEMENT (this Agreement) is entered into as of this 9th day of July, 2018, by and between The Middlefield Banking Company, an Ohio-chartered bank (the Bank), and Donald L. Stacy, Executive Vice President and Chief Financial Officer of the Bank (the Executive).

UBS Commercial Mortgage Trust 2017-C7 – Contract (July 11th, 2018)
CSAIL 2018-CX11 Commercial Mortgage Trust – Contract (July 11th, 2018)
UBS Commercial Mortgage Trust 2018-C9 – Contract (July 11th, 2018)
UBS Commercial Mortgage Trust 2017-C7 – Contract (July 11th, 2018)
Hickok Inc Cl A – First Amendment to Promissory Note (July 11th, 2018)

THIS FIRST AMENDMENT TO PROMISSORY NOTE (this "Amendment"), is entered into as of the 5th day of July, 2018, by and between Hickok Incorporated, an Ohio corporation ("Maker"), and First Francis Company, Inc., an Ohio corporation (the "Payee").

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 5, 2018 Among THE SCOTTS MIRACLE-GRO COMPANY THE SCOTTS COMPANY LLC SCOTTS CANADA LTD. The Other Subsidiary Borrowers Party Hereto the Lenders Party Hereto JPMORGAN CHASE BANK, N.A. As Administrative Agent WELLS FARGO BANK, NATIONAL ASSOCIATION and MIZUHO BANK, LTD. As Co-Syndication Agents and COBANK, ACB, BANK OF AMERICA, N.A., FIFTH THIRD BANK, COOPERATIEVE RABOBANK U.A., NEW YORK BRANCH, SUMITOMO MITSUI BANKING CORPORATION and TD BANK, N.A. As Co-Documentation Agents JPMORGAN CHASE BANK, N.A., WELLS FARGO SECURITIES, LLC and MIZU (July 11th, 2018)

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of July 5, 2018 among THE SCOTTS MIRACLE-GRO COMPANY, THE SCOTTS COMPANY LLC, SCOTTS CANADA LTD., the other SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION and MIZUHO BANK, LTD., as Co-Syndication Agents and COBANK, ACB, BANK OF AMERICA, N.A., FIFTH THIRD BANK, COOPERATIEVE RABOBANK U.A., NEW YORK BRANCH, SUMITOMO MITSUI BANKING CORPORATION and TD BANK, N.A., as Co-Documentation Agents.

Hickok Inc Cl A – Conformed Copy of CREDIT AGREEMENT Dated as of June 1, 2017 Among HICKOK INCORPORATED HICKOK ACQUISITION a LLC SUPREME ELECTRONICS CORP. FEDERAL HOSE MANUFACTURING LLC WAEKON CORPORATION HICKOK OPERATING LLC CAD ENTERPRISES, INC. And JPMORGAN CHASE BANK, N.A. With First Amendment Agreement, Dated July 5, 2018 (July 11th, 2018)

CREDIT AGREEMENT dated as of June 1, 2017 (as it may be amended or modified from time to time, this "Agreement"), among HICKOK INCORPORATED, an Ohio corporation ("Hickok"), HICKOK ACQUISITION A LLC, an Ohio limited liability company, which will be changing its name on or about the Effective Date to Air Enterprises LLC ("Hickok Air Enterprises"), SUPREME ELECTRONICS CORP., a Mississippi corporation ("Supreme"), FEDERAL HOSE MANUFACTURING LLC, an Ohio limited liability company ("Federal"), HICKOK OPERATING LLC, an Ohio limited liability company ("Hickok Operating"), WAEKON CORPORATION, an Ohio corporation ("Waekon"), and CAD ENTERPRISES, INC., an Arizona corporation ("CAD", and together with Hickok, Hickok Air Enterprises, Supreme, Federal, Hickok Operating and Waekon, collectively "Borrowers" and each individually a "Borrower"), the other Loan Parties party hereto, and JPMORGAN CHASE BANK, N.A., as Lender.

Middlefield Banc Cor – The Middlefield Banking Company Executive Variable Benefit Deferred Compensation Agreement (July 11th, 2018)

This EXECUTIVE VARIABLE BENEFIT DEFERRED COMPENSATION AGREEMENT (this Agreement) is entered into as of this 9th day of July, 2018, by and between The Middlefield Banking Company, an Ohio-chartered bank (the Bank), and James R. Heslop, II, Executive Vice President and Chief Operating Officer of the Bank (the Executive).

Hickok Inc Cl A – First Amendment to Promissory Note (July 11th, 2018)

THIS FIRST AMENDMENT TO PROMISSORY NOTE (this "Amendment"), is entered into as of the 5th day of July, 2018, by and between Hickok Incorporated, an Ohio corporation ("Maker"), and First Francis Company, Inc., an Ohio corporation (the "Payee").

Workhorse Group Inc. – Loan Agreement (July 10th, 2018)

THIS LOAN AGREEMENT (this "Agreement") dated as of July 6, 2018 (the "Effective Date"), between _______________, a Cayman Islands exempted limited partnership ("Lender"), and WORKHORSE GROUP INC., a Nevada corporation ("Borrower"), provides the terms on which Lender shall lend to Borrower and Borrower shall repay Lender. The parties agree as follows:

UBS Commercial Mortgage Trust 2018-C11 – Contract (July 10th, 2018)
Workhorse Group Inc. – Contract (July 10th, 2018)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND IT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR STATE LAW OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS; AND THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL AS TO THE AVAILABILITY OF SUCH EXEMPTION.

UBS Commercial Mortgage Trust 2018-C11 – AGREEMENT BETWEEN NOTE HOLDERS Dated as of April 27, 2018 by and Between BANK OF AMERICA, N.A., and KEYBANK NATIONAL ASSOCIATION GCEAR II Portfolio (July 10th, 2018)

THIS AGREEMENT BETWEEN NOTEHOLDERS (this "Agreement"), dated as of April 27, 2018, is by and among BANK OF AMERICA, N.A. ("BANA", together with its successors and assigns in interest, as the initial owner of Note A-1-1 described below, in its capacity as the "Initial Note A-1-1 Holder" and, in its capacity as the initial agent, the "Initial Agent"), BANA (together with its successors and assigns in interest, as the initial owner of Note A-1-2 described below, in its capacity as the "Initial Note A-1-2 Holder"), BANA (together with its successors and assigns in interest, as the initial owner of Note A-1-3 described below, in its capacity as the "Initial Note A-1-3 Holder"), and ("KeyBank", together with its successors and assigns in interest, as the initial owner of Note A-2-1 described below, in its capacity as the "Initial Note A-2-1 Holder"), KeyBank (together with its successors and assigns in interest, as the initial owner of Note A-2-2 described below, in its capacity as the "Init

Workhorse Group Inc. – Guarantee and Collateral Agreement (July 10th, 2018)

THIS GUARANTEE AND COLLATERAL AGREEMENT (this "Agreement"), dated as of July 6, 2018, made by WORKHORSE GROUP INC., a Nevada corporation ("Borrower"), each of its Subsidiaries signatory hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors" and each, a "Guarantor" and together with Borrower, the "Grantors" and each, a "Grantor"), in favor of _____________, a Cayman Islands exempted limited partnership ("Lender"), as the lender under the Loan Agreement, dated as of the date hereof (as amended, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced from time to time, the "Loan Agreement"), between Borrower and Lender.

Membership Interest Purchase Agreement (July 10th, 2018)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), dated as of May 30, 2018 (the "Effective Date"), is being entered into by and among SUPERIOR PLUS ENERGY SERVICES INC., a New York corporation ("Purchaser"), NGL ENERGY OPERATING, LLC, a Delaware limited liability company ("Seller"), and NGL ENERGY PARTNERS LP, a Delaware limited partnership ("NGL LP," and together with Seller, the "Selling Group).

Workhorse Group Inc. – Intellectual Property Security Agreement (July 10th, 2018)

THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the "IP Security Agreement") dated as of July 6, 2018, is made by WORKHORSE GROUP INC., a Nevada corporation ("Borrower"), WORKHORSE TECHNOLOGIES INC., an Ohio corporation ("WH Technologies"), WORKHORSE PROPERTIES INC., an Ohio corporation ("WH Properties"), WORKHORSE MOTOR WORKS INC., an Indiana corporation ("WH MW"), and SUREFLY, INC., a Delaware corporation ("Surefly" and together with Borrower, WH Technologies, WH Properties, and WH MW, collectively, the "Grantors" and each individually a "Grantor") in favor of _______, a Cayman Islands exempted limited partnership ("Lender"), as lender under that certain Loan Agreement dated as of the date hereof between Borrower and Lender (as amended and restated, supplemented or otherwise modified from time to time, the "Loan Agreement"). Terms defined in the Loan Agreement and not otherwise defined herein are u

UBS Commercial Mortgage Trust 2018-C11 – Contract (July 10th, 2018)
UBS Commercial Mortgage Trust 2018-C11 – Contract (July 10th, 2018)