Patton Boggs Sample Contracts

Fpl Group Capital Inc – NEXTERA ENERGY CAPITAL HOLDINGS, INC. OFFICER'S CERTIFICATE Creating the Series __ Debentures Due _________________ (July 2nd, 2018)

_____________, ___________________ of NextEra Energy Capital Holdings, Inc. (the "Company"), pursuant to the authority granted in the accompanying Board Resolutions (all capitalized terms used herein which are not defined herein, in Appendix A or in Exhibit A hereto, but which are defined in the Indenture referred to below, shall have the meanings specified in the Indenture), and pursuant to Sections 201 and 301 of the Indenture, does hereby certify to The Bank of New York Mellon (the "Trustee"), as Trustee under the Indenture (For Unsecured Debt Securities) dated as of June 1, 1999 between the Company and the Trustee, as amended (the "Indenture"), that:

Fourth Amended and Restated Credit Agreement (June 22nd, 2018)

This Fourth Amended and Restated Credit Agreement, dated as of June 20, 2018, is entered into by and among Chemed Corporation, a Delaware corporation, the Lenders, the LC Issuers, and JPMorgan Chase Bank, N.A., a national banking association, as Administrative Agent.

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").

Ares Management Lp – Amended and Restated Investor Rights Agreement by and Among Ares Management, L.P., Ares Management Gp Llc, Ares Owners Holdings L.P., Arec Holdings Ltd., (May 7th, 2018)

This AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this "Agreement") is entered into as of May 4, 2018 and effective as of March 1, 2018 (the "Effective Date"), by and among (i) Ares Management, L.P, a Delaware limited partnership (the "Issuer"), (ii) Ares Management GP LLC, a Delaware limited partnership ("Ares GP"), (iii) Ares Owners Holdings L.P., a Delaware limited partnership ("Ares LP"), (iv) AREC Holdings Ltd., a Cayman exempted corporation, (v) Blue Spectrum ZA 2015, L.P., a Cayman exempted limited partnership, (vi) Alleghany Insurance Holdings LLC, a Delaware limited liability company ("Alleghany" and, together with AREC, the "Minority Investors") and (vii) each other holder of equity interests in any Company who hereafter delivers a written agreement to be bound by the terms hereof in the form of Exhibit A. Certain capitalized terms used herein are defined in Section 5.1.

First Commonwealth Financial Corporation – Registration Rights Agreement (May 2nd, 2018)

This Registration Rights Agreement (this "Agreement") is entered into as of May 1, 2018 by and among First Commonwealth Financial Corporation, a Pennsylvania corporation (the "Company"), and each of the George J Budig Distributive Trust #4A dated December 31, 2015, an Ohio trust and George J. Budig Declaration of Trust dated July 13, 1992, as amended and restated June 13, 2016, an Ohio revocable trust (each a "Holder", and together the "Holders").

VeloNewco Ltd – $250,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and Among FERROGLOBE PLC, as the Borrower THE GUARANTORS PARTY HERETO and THE LENDERS PARTY HERETO PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent PNC BANK, NATIONAL ASSOCIATION, as Issuing Lender and Swing Loan Lender PNC CAPITAL MARKETS LLC, CITIZENS BANK, NATIONAL ASSOCIATION and BMO CAPITAL MARKETS CORP., as Joint Lead Arrangers and Bookrunners CITIZENS BANK, NATIONAL ASSOCIATION, as Syndication Agent BMO CAPITAL MARKETS CORP., as Documentation Agent Dated as of February 27, 2018 (April 30th, 2018)

The Borrower has requested the Lenders to provide a revolving credit facility to the Borrower in an aggregate principal amount not to exceed $250,000,000 (subject to increase as set forth herein). In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

April 26, 2018 (April 26th, 2018)
To GLOBAL WATER RESOURCES, INC. $8,000,000 Secured Revolving Credit Facility Due April 30, 2020 LOAN AGREEMENT Dated as of April 20, 2018 (April 25th, 2018)

Global Water Resources, Inc., a Delaware corporation (with any successor pursuant to Section 8.2 the "Company"), agrees with Midfirst Bank, a federally chartered savings association (the "Bank" and with the Company the "Parties"), as follows:

AGREEMENT AND PLAN OF MERGER Dated as of April 19, 2018 by and Between WESBANCO, INC., WESBANCO BANK, INC., FARMERS CAPITAL BANK CORPORATION and UNITED BANK & CAPITAL TRUST COMPANY (April 20th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of April 19, 2018, is made and entered into by and among Wesbanco, Inc., a West Virginia corporation (Buyer), Wesbanco Bank, Inc., a West Virginia banking corporation and a wholly-owned subsidiary of Buyer (Buyer Sub), Farmers Capital Bank Corporation, a Kentucky corporation and financial holding company (Seller), and United Bank & Capital Trust Company, a Kentucky banking corporation and a wholly-owned subsidiary of Seller (Seller Sub). Buyer and Seller are sometimes hereinafter collectively referred to as the Constituent Corporations.

Farmers Capital Bank Corporation – AGREEMENT AND PLAN OF MERGER Dated as of April 19, 2018 by and Between WESBANCO, INC., WESBANCO BANK, INC., FARMERS CAPITAL BANK CORPORATION and UNITED BANK & CAPITAL TRUST COMPANY (April 20th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of April 19, 2018, is made and entered into by and among Wesbanco, Inc., a West Virginia corporation (Buyer), Wesbanco Bank, Inc., a West Virginia banking corporation and a wholly-owned subsidiary of Buyer (Buyer Sub), Farmers Capital Bank Corporation, a Kentucky corporation and financial holding company (Seller), and United Bank & Capital Trust Company, a Kentucky banking corporation and a wholly-owned subsidiary of Seller (Seller Sub). Buyer and Seller are sometimes hereinafter collectively referred to as the Constituent Corporations.

heckmann – April 20, 2018 Nuverra Environmental Solutions, Inc. 14624 N. Scottsdale Road, Suite 300 Scottsdale, AZ 85254 Re: Registration Statement on Form S-1 Filed by Nuverra Environmental Solutions, Inc. Ladies and Gentlemen: (April 20th, 2018)

We have acted as counsel for Nuverra Environmental Solutions, Inc., a Delaware corporation (the Company), in connection with the registration for resale from time to time, on a continuous or delayed basis, of up to 10,449,214 shares of the Companys common stock, par value $0.01 (the Common Stock), by the selling stockholders identified in the Registration Statement on Form S-1 (the Registration Statement) filed by the Company to effect the registration of the Common Stock under the Securities Act of 1933, as amended (the Securities Act), and to which this opinion has been filed as an exhibit. The Common Stock was issued pursuant to the Amended Prepackaged Plans of Reorganization of the Company and certain of its material subsidiaries (together, and as amended, the Plan), as confirmed by an order approving the Plan (the Order) entered by the United States Bankruptcy Court for the District of Delaware on July 25, 2017. This opinion is being furnished in accordance with the requirements o

Compass Diversified Holdings – COMPASS GROUP DIVERSIFIED HOLDINGS LLC 8.000% Senior Notes Due 2026 INDENTURE April 18, 2018 U.S. BANK NATIONAL ASSOCIATION Trustee (April 18th, 2018)

This Indenture, dated as of April 18, 2018, is by and between COMPASS GROUP DIVERSIFIED HOLDINGS LLC., a Delaware limited liability company (the Company) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the Trustee).

heckmann – March 16, 2018 Nuverra Environmental Solutions, Inc. 14624 N. Scottsdale Road, Suite 300 Scottsdale, AZ 85254 Re: Registration Statement on Form S-1 Filed by Nuverra Environmental Solutions, Inc. Ladies and Gentlemen: (March 16th, 2018)

We have acted as counsel for Nuverra Environmental Solutions, Inc., a Delaware corporation (the Company), in connection with the registration for resale from time to time, on a continuous or delayed basis, of up to 10,449,214 shares of the Companys common stock, par value $0.01 (the Common Stock), by the selling stockholders identified in the Registration Statement on Form S-1 (the Registration Statement) filed by the Company to effect the registration of the Common Stock under the Securities Act of 1933, as amended (the Securities Act), and to which this opinion has been filed as an exhibit. The Common Stock was issued pursuant to the Amended Prepackaged Plans of Reorganization of the Company and certain of its material subsidiaries (together, and as amended, the Plan), as confirmed by an order approving the Plan (the Order) entered by the United States Bankruptcy Court for the District of Delaware on July 25, 2017. This opinion is being furnished in accordance with the requirements o

Membership Interest Purchase Agreement by and Among Epoint Payment Corp., as Purchaser, and Wnli Holdings, Inc. As Seller, and Smartpay Leasing Llc, as the Company Dated as of February 14, 2018 (February 22nd, 2018)
Share Purchase Agreement (February 6th, 2018)

This Share Purchase Agreement (this "Agreement") is effective as of Pacific time in the United States on February 5, 2018 and as of Hong Kong time on February 5, 2018, between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and the purchaser identified on the signature page hereto (including its successors and assigns, the "Purchaser").

Share Purchase Agreement (February 6th, 2018)

This Share Purchase Agreement (this "Agreement") is effective as of Pacific time in the United States on February 5, 2018 and as of Hong Kong time on February 5, 2018, between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and the purchaser identified on the signature page hereto (including its successors and assigns, the "Purchaser").

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Dated as of January 22, 2018 (January 26th, 2018)

This Agreement and Plan of Merger and Reorganization, dated as of January 22, 2018 ("Agreement"), is entered into by and among Park National Corporation, an Ohio corporation ("Parent"), The Park National Bank, a national banking association and a wholly owned subsidiary of Parent ("Park National"), and NewDominion Bank, a North Carolina state-chartered bank ("NewDominion").

AGREEMENT AND PLAN OF MERGER BY AND AMONG APPLIED INDUSTRIAL TECHNOLOGIES, INC., FORTRESS MERGER SUB HOLDING LLC, FORTRESS MERGER SUB LP, FCX GROUP HOLDINGS, LP, FCX GROUP GP, LLC, AND HARVEST PARTNERS, LP (Solely in Its Capacity as the Sellers Representative Hereunder) January 8, 2018 (January 9th, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is dated January 8, 2018 by and among Applied Industrial Technologies, Inc., a corporation organized under the Laws of the State of Ohio (Parent), Fortress Merger Sub Holding LLC, a limited liability company organized under the Laws of Delaware and a direct wholly-owned subsidiary of Parent (Merger Sub 1), Fortress Merger Sub LP, a limited partnership organized under the Laws of Delaware and a direct wholly-owned subsidiary of Parent (Merger Sub 2 and together with Merger Sub 1, the Merger Subs), FCX Group Holdings, LP, a limited partnership organized under the Laws of Delaware (the Partnership), FCX Group GP, LLC, a limited liability company organized under the Laws of Delaware (GP) and Harvest Partners, LP, a limited partnership organized under the Laws of Delaware, solely in its capacity as the Sellers Representative hereunder (the Sellers Representative).

Fox Factory Holding Corp – ASSET PURCHASE AND CONTRIBUTION AGREEMENT by and Among FF US Acquisition Corp., as Buyer FF US Holding Corp., as Buyer Parent Flagship, Inc. D/B/a Tuscany, as Seller and Michael Graber and Jeff Burttschell, as the Owners Dated as of November 30, 2017 (December 4th, 2017)

This Asset Purchase and Contribution Agreement ("Agreement"), dated as of November 30, 2017, is made by and among FF US Acquisition Corp., a Delaware corporation ("Buyer"), FF US Holding Corp., a Delaware corporation ("Buyer Parent"), Flagship, Inc., d/b/a Tuscany, an Indiana corporation ("Seller"), Michael Graber ("Mr. Graber"), and Jeff Burttschell ("Mr. Burttschell" and together with Mr. Graber, the "Owners"). Each of the Owners, Buyer and Seller are sometimes individually referred to herein as a "Party" and collectively as the "Parties".

AMended and Restated SHARE PURCHASE AGREEMENT (November 21st, 2017)

This Amended and Restated Share Purchase Agreement (this "Agreement") is dated as of November 20, 2017, between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and the purchaser identified on the signature page hereto (including its successors and assigns, the "Purchaser").

Steel Partners Holdings L.P. – $600,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and Among SPH GROUP HOLDINGS LLC STEEL EXCEL INC. API AMERICAS INC. HANDY & HARMAN GROUP LTD. As US Borrowers, Cedar 2015 LIMItEd as UK Borrower, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, THE LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, PNC CAPITAL MARKETS LLC CITIZENS BANK, N.A. SunTrust Robinson Humphrey, Inc. WELLS FARGO BANK, NATIONAL ASSOCIATION, as Joint Lead Arrangers, PNC CAPITAL MARKETS LLC CITIZENS BANK, N.A. SUNTRUST BANK WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agents (November 16th, 2017)

THIS CREDIT AGREEMENT (as hereafter amended, amended and restated, supplemented or otherwise modified from time to time, the "Agreement") is dated as of November 14, 2017 and is made by and among HANDY & HARMAN GROUP LTD., a Delaware corporation, SPH GROUP HOLDINGS LLC, a Delaware limited liability company, STEEL EXCEL INC., a Delaware corporation, and API AMERICAS INC., a Delaware corporation (collectively, the "US Borrowers" and each individually, a "US Borrower"), Cedar 2015 LIMITED, a private limited company incorporated in England and Wales ("UK Borrower" and together with US Borrowers, the "Borrowers" and each individually, a "Borrower"), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (as hereinafter defined).

Share Purchase Agreement (November 14th, 2017)

This Share Purchase Agreement (this "Agreement") is dated as of November 13, 2017, between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and the purchaser identified on the signature page hereto (including its successors and assigns, the "Purchaser").

Endo International plc – Fifth Amendment to Supply and Manufacturing Agreement (November 9th, 2017)

THIS FIFTH AMENDMENT, dated as of this 19th day of July, 2017, is by and among Teikoku Seiyaku Co., Ltd./Teikoku Pharma USA, Inc. (collectively, "TEIKOKU") and ENDO VENTURES LIMITED ("ENDO") and ENDO PHARMACEUTICALS INC. ("EPI").

Form of Indemnification Agreement (November 8th, 2017)

This Indemnification Agreement ("Agreement"), dated as of [DATE], is by and between Learning Tree International, Inc., a Delaware corporation (the "Company") and [NAME OF DIRECTOR/EXECUTIVE OFFICER] (the "Indemnitee").

Radius Health, Inc. – LICENSE AND DEVELOPMENT AGREEMENT DATED AS OF July 13, 2017 BY AND BETWEEN RADIUS HEALTH, INC. AND TEIJIN LIMITED (November 2nd, 2017)

This License and Development Agreement (this "Agreement"), dated as of July 13, 2017 (the "Effective Date"), is made by and between Radius Health, Inc., a Delaware corporation ("Radius"), and Teijin Limited, a company organized and existing under the laws of Japan ("Teijin"). Radius and Teijin are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

NextEra Energy Partners, LP – Amended and Restated Revolving Credit Agreement Dated as of October 24, 2017 (October 27th, 2017)

This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of October 24, 2017, is by and between (i) NEXTERA ENERGY CANADA PARTNERS HOLDINGS, ULC, an unlimited liability company organized and existing under the laws of the Province of British Columbia ("Canadian Holdings") and NEXTERA ENERGY US PARTNERS HOLDINGS, LLC, a Delaware limited liability company ("US Holdings", and together with Canadian Holdings, the "Borrowers"), (ii) NEXTERA ENERGY OPERATING PARTNERS, LP, a Delaware limited partnership ("OpCo" or, the "Guarantor") (iii) the lending institutions that are parties hereto as Lenders (as defined below) which as of the date of this Agreement, consist of those Lenders listed on Schedule I, (iv) BANK OF AMERICA, N.A., acting in its capacity as administrative agent and collateral agent for the Lenders (the "Agent"), and (v) BANK OF AMERICA, N.A. (CANADA BRANCH), acting in its capacity as Canadian agent for the Lenders (the "Canadian Agent" and, together with the Agent, the "Agen

Sterling Bancorp – STERLING BANCORP, as Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated October 2, 2017 3.500% SENIOR NOTES DUE 2020 (October 2nd, 2017)

SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of October 2, 2017, by and between, Sterling Bancorp, a Delaware corporation (the "Company"), and Wilmington Trust, National Association, as trustee (the "Trustee").

PURCHASE AND OPTION AGREEMENT by and Among WABCO Vehicle Control Systems LLC, Meritor Heavy Vehicle Systems, LLC, Meritor WABCO Vehicle Control Systems, WABCO Automotive Control Systems Inc., WABCO Holdings Inc., (September 18th, 2017)

This Purchase and Option Agreement (this "Agreement") is entered into on September 15, 2017 by and among Meritor Heavy Vehicle Systems, LLC, a Delaware limited liability company ("Seller"), WABCO Vehicle Control Systems LLC, a Delaware limited liability company ("Buyer"), and Meritor WABCO Vehicle Control Systems, a Delaware general partnership (the "Partnership"). Seller, Buyer, and the Partnership are referred to collectively herein as the "Parties" and individually as a "Party." WABCO Holdings Inc., the ultimate parent company of Buyer ("Buyer Parent"), is a party to this Agreement solely for the purposes of Sections 4.10 and 11.16, below. Meritor, Inc., the ultimate parent company of Seller ("Seller Parent"), is a party to this Agreement solely for the purposes of Sections 4.10 and 11.16, below. WABCO Automotive Control Systems Inc., a Delaware corporation ("WACS"), is a party to this Agreement solely for the purposes of the acquisition of the Mexican Subsidiary Shares (as hereinaf

Gladstone Land Corporation – Gladstone Land Corporation UNDERWRITING AGREEMENT (September 8th, 2017)

Introductory. Gladstone Land Corporation, a Maryland corporation (the Company), proposes to issue and sell to the several underwriters named in Schedule A hereto (the Underwriters) an aggregate of 1,000,000 shares (the Shares) of its Common Stock, par value $0.001 per share (the Common Stock). The Company is the indirect general partner of Gladstone Land Limited Partnership (the Operating Partnership), a Delaware limited partnership that serves as the Companys primary operating partnership subsidiary. The 1,000,000 Shares to be sold by the Company are called the Firm Shares. In addition, the Company has agreed to sell to the Underwriters, subject to the terms and conditions stated herein, up to an additional 150,000 Shares to cover the over-allotment by the Underwriters, if any. The additional 150,000 Shares to be sold by the Company pursuant to such over-allotment option are collectively called the Optional Shares. The Firm Shares and, if and to the extent such over-allotment option i

heckmann – WARRANT AGREEMENT Dated as of August 7, 2017 Between NUVERRA ENVIRONMENTAL SOLUTIONS, INC. And AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Warrant Agent Warrants for Common Stock of Nuverra Environmental Solutions, Inc. (August 8th, 2017)

WARRANT AGREEMENT dated as of August 7, 2017 (this Agreement), between NUVERRA ENVIRONMENTAL SOLUTIONS, INC., a Delaware corporation (the Company) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Warrant Agent (together with its successors and assigns, in such capacity, the Warrant Agent).

heckmann – Registration Rights Agreement (August 8th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of August 7, 2017 by and among Nuverra Environmental Solutions, Inc., a Delaware corporation (the Company), and the parties identified as Holders on the signature page hereto. Capitalized terms used but not otherwise defined herein are defined in Section 1 hereof.

First Financial Bancorp. – AGREEMENT AND PLAN OF MERGER by and Between First Financial Bancorp. And MainSource Financial Group, Inc. Dated as of July 25, 2017 (July 27th, 2017)

AGREEMENT AND PLAN OF MERGER, dated as of July 25, 2017 (this "Agreement"), by and between MainSource Financial Group, Inc., an Indiana corporation ("MainSource"), and First Financial Bancorp, an Ohio corporation ("First Financial").

AGREEMENT AND PLAN OF MERGER by and Between First Financial Bancorp. And MainSource Financial Group, Inc. Dated as of July 25, 2017 (July 27th, 2017)

AGREEMENT AND PLAN OF MERGER, dated as of July 25, 2017 (this Agreement), by and between MainSource Financial Group, Inc., an Indiana corporation (MainSource), and First Financial Bancorp, an Ohio corporation (First Financial).

BB&T Corporation (A North Carolina Corporation) Medium-Term Notes, Series G (Senior) Medium-Term Notes, Series H (Subordinated) DISTRIBUTION AGREEMENT (June 30th, 2017)

BB&T Corporation, a North Carolina corporation (the Company), confirms its agreement (this Agreement) with you (you and each other person appointed as an agent from time to time pursuant to Section 16 of this Agreement being hereinafter referred to as an Agent) with respect to the issue and sale by the Company of Medium-Term Notes, Series G (Senior) (the Senior Notes) and Medium-Term Notes, Series H (Subordinated) (the Subordinated Notes and, together with the Senior Notes, the Securities) due nine (9) months or more from date of issue. The Senior Notes are to be issued pursuant to an Indenture, dated as of May 24, 1996, as amended by a First Supplemental Indenture, dated as of May 4, 2009 (as so amended, the Senior Note Indenture), between the Company and U.S. Bank National Association, as trustee (the Senior Note Trustee), and an Officers Certificate establishing the terms of the Securities and any applicable Authentication Certificate supplemental to the Officers Certificate. The Su

Advanced Drainage Systems, Inc. – $550,000,000 REVOLVING CREDIT FACILITY SECOND AMENDED AND RESTATED CREDIT AGREEMENT by and Among ADVANCED DRAINAGE SYSTEMS, INC. THE GUARANTORS AND THE LENDERS PARTY HERETO PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent PNC CAPITAL MARKETS LLC, CITIZENS BANK, N.A. AND FIFTH THIRD BANK, as Joint Bookrunners PNC CAPITAL MARKETS LLC, CITIZENS BANK, N.A. AND FIFTH THIRD BANK, as Joint Lead Arrangers CITIZENS BANK, N.A. AND FIFTH THIRD BANK as Co- Syndication Agents and BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A. AND BMO HARRIS BANK N.A. As Documentation Agents Dated as of June 22, 201 (June 28th, 2017)

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the Agreement) is dated as of June 22, 2017 and is made by and among ADVANCED DRAINAGE SYSTEMS, INC., a Delaware corporation (the Borrower), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity, as well as its successors and assigns, as the Administrative Agent), PNC CAPITAL MARKETS LLC, CITIZENS BANK, N.A. and FIFTH THIRD BANK, as Joint Bookrunners (hereinafter collectively referred to in such capacity as the Joint Bookrunners), PNC CAPITAL MARKETS LLC, CITIZENS BANK, N.A. and FIFTH THIRD BANK, as Joint Lead Arrangers (hereinafter collectively referred to in such capacity as the Joint Lead Arrangers) and CITIZENS BANK, N.A. and FIFTH THIRD BANK, as Co-Syndication Agents (hereinafter collectively referred to in such capacity as the