Schiff Hardin Sample Contracts

Nisource Inc/De – Schiff Hardin LLP (November 14th, 2017)

We have acted as counsel to NiSource Finance Corp., an Indiana corporation (the “Company”), and NiSource Inc., a Delaware corporation (“Parent”), in connection with (i) a registration statement on Form S-3ASR (File Nos. 333-214360 and 333-214360-01) (the “Registration Statement”) filed by the Company and Parent with the Securities and Exchange Commission (the “Commission”) on November 1, 2016 under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement, which became effective upon filing pursuant to Rule 462(e) under the Securities Act, relates to the issuance and sale from time to time, pursuant to Rule 415 of the rules and regulations promulgated under the Securities Act, of, among other securities, debt securities of the Company in one or more series and Parent’s guarantee with respect to such debt securities. We have also acted as counsel to the Company and Parent in connection with the issuance and sale by the Company to the underwriters of $500,

Americhip International Inc – PROMISSORY NOTE September 30, 2004 Jersey City, New Jersey $275,000.00 FOR VALUE RECEIVED, the undersigned, AMERICHIP INTERNATIONAL, INC., a Nevada corporation (the "Company"), promises to pay CORNELL CAPITAL PARTNERS, LP (the "Holder") at 101 Hudson Street, Suite 3700, Jersey City, New Jersey 07302 or other address as the Holder shall specify in writing, the principal sum of Two Hundred Seventy -Five Thousand (U.S.) Dollars and 00/100 ($275,000.00) pursuant to the following terms: 1. Amount of Note. The face amount of this Promissory Note (this "Note") together with twelve percent (12%) inter (March 15th, 2005)
Americhip International Inc – PROMISSORY NOTE August 2, 2004 Jersey City, New Jersey $225,000.00 FOR VALUE RECEIVED, the undersigned, AMERICHIP INTERNATIONAL, INC., a Nevada corporation (the "Company"), promises to pay CORNELL CAPITAL PARTNERS, LP (the "Holder") at 101 Hudson Street, Suite 3700, Jersey City, New Jersey 07302 or other address as the Holder shall specify in writing, the principal sum of Two Hundred Twenty-Five Thousand (U.S.) Dollars and 00/100 ($225,000.00) pursuant to the following terms: 1. Amount of Note. The face amount of this Promissory Note (this "Note") together with twelve percent (12%) interest, p (March 15th, 2005)
Mobilepro Corp – LOAN PURCHASE AGREEMENT AND TRANSFER AND ASSIGNMENT OF SHARES THIS LOAN PURCHASE AGREEMENT AND TRANSFER AND ASSIGNMENT OF SHARES (the "AGREEMENT") is entered into as of September 3, 2004 by and among MOBILEPRO CORP. ("PARENT"), a Delaware corporation, its wholly-owned subsidiary, DAVEL ACQUISITION CORP., a Delaware corporation (the "BUYER"), DAVEL COMMUNICATIONS, INC., a Delaware corporation (the "Company"), and certain stockholders of the Company listed on Exhibit A hereto (collectively, the "SELLING LENDERS"). RECITALS A. The Selling Lenders desire to sell, transfer and assign to the Buyer, (September 9th, 2004)
Granite Construction Inc – SCHEDULE 1 (to First Amendment) VARIANCES TO REPRESENTATIONS AND WARRANTIES The Company represents and warrants to each holder that except as hereinafter set forth in this Schedule 2, each of the representations and warranties set forth in Section 5 of the Note Purchase Agreement is true and correct as of the date hereof. The Section references hereinafter set forth correspond to the similar sections of the Note Purchase Agreement which are supplemented hereby: Section 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 to the First Amendment contains (excep (August 14th, 2003)

JURISDICTION OF OWNERSHIP BY COMPANY AND/OR NAME ORGANIZATION CAPITAL STRUCTURE SUBSIDIARY NAME OWNERSHIP POSITION 1 Granite Construction International California C Corp GCI 100.00% investor 1 Granite Construction Company ("GCCo") California C Corp GCI 100.00% investor 1 Wilder Construction Company ("Wilder") Washington C Corp GCCo 60.04% investor 1 Wilder Realty Washington C Corp Wilder 100.00% investor 1 Wilder Washington

Granite Construction Inc – SCHEDULE 1 (to First Amendment) VARIANCES TO REPRESENTATIONS AND WARRANTIES The Company represents and warrants to each holder that except as hereinafter set forth in this Schedule 2, each of the representations and warranties set forth in Section 5 of the Note Purchase Agreement is true and correct as of the date hereof. The Section references hereinafter set forth correspond to the similar sections of the Note Purchase Agreement which are supplemented hereby: Section 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 to the First Amendment contains (excep (August 14th, 2003)

JURISDICTION OF OWNERSHIP BY COMPANY AND/OR NAME ORGANIZATION CAPITAL STRUCTURE SUBSIDIARY NAME OWNERSHIP POSITION 1 Granite Construction International California C Corp GCI 100.00% investor 1 Granite Construction Company ("GCCo") California C Corp GCI 100.00% investor 1 Wilder Construction Company ("Wilder") Washington C Corp GCCo 60.04% investor 1 Wilder Realty Washington C Corp Wilder 100.00% investor 1 Wilder Washington

Chesapeake Utilities Corp – EXHIBIT II EXECUTION COPY -------------- CHESAPEAKE UTILITIES CORPORATION NOTE AGREEMENT DATED OCTOBER 31, 2002 $30,000,000 6.64% SENIOR NOTES DUE OCTOBER 31, 2017 SECTION 1. Purchase and Sale of Notes 1 Section 1.1 Issue of Notes. 1 Section 1.2 The Closing. 2 Section 1.3 Expenses. 2 Section 1.4 Closing Conditions. 2 SECTION 2. PAYMENTS 4 Section 2.1 Required Payments. 4 Section 2.2 Optional Prepayments. 5 Section 2.3 Partial Payment Pro Rata. 5 SECTION 3. INFORMATION AS TO COMPANY 6 Section 3.1 Financial and Business Information 6 Section 3.2 Officer's Certificates. 7 Section 3.3 Accountants' (November 6th, 2002)

Aggregate Principal Amount MASSACHUSETTS MUTUAL LIFE of Notes to be Note INSURANCE COMPANY Purchased Denomination(s) (1) All payments on account of Notes. . . . . . . . . . . . $ 8,300,000 $ 8,300,000 held by such purchaser shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds, (identifying each payment as "6.64% Senior Notes due October 31, 2017, PPN 165303 D* 6", interest and principal), to: interest and principal), to: Citibank, N.A. 111 Wall Street New York, NY 10043 ABA # 021000089 For MassMutual Long-Term Pool Account No. 4067-3488 Re: Description of security, principal and interest split With telephone advice of payment to the Securities Custody and Collection Department of Davi

Wabash National Corp /De – Contract (April 18th, 2002)

PAGE ---- 1. AMENDMENT AND RESTATEMENT; GUARANTIES; SECURITY.......................................1 1A. Amendment and Restatement of Note Purchase Agreement and Notes............1 1B. Guaranty..................................................................2 1C. Security for the Notes and Note Guaranty..................................2 1D. Intercreditor Agreement...................................................2 2. ISSUANCE AND EXCHANGE.................................................................2 2A. Issuance and Exchange of Notes............................................2 3. CONDITIONS OF CLOSING.................................................................2 3A. Certain Documents........................................

Newell Co – RESTATED CERTIFICATE OF INCORPORATION (March 25th, 1999)
Lumpkin Richard Anthony – POWER OF ATTORNEY (January 19th, 1999)
Binks Sames Corp – SETTLEMENT AGREEMENT AND MUTUAL RELEASES (July 15th, 1998)
Newell Co – TERMS AGREEMENT (July 10th, 1998)
Bandag Inc – 6.41% Senior Notes due December 15, 2002 (March 31st, 1998)
Bandag Inc – NOTE PURCHASE AGREEMENT (March 31st, 1998)
Portec Inc – AGREEMENT AND PLAN OF MERGER (March 16th, 1998)
Washington National Corp – AGREEMENT AND PLAN OF MERGER (September 26th, 1997)
Ameritrade Holding Corp – SECURITIES PURCHASE AGREEMENT (December 9th, 1996)
Cornerstone Propane Partners Lp – INDEMNIFICATION AGREEMENT (December 6th, 1996)
Penncorp Financial Group Inc /De/ – AGREEMENT AND PLAN OF MERGER (December 4th, 1996)
Washington National Corp – AGREEMENT AND PLAN OF MERGER (December 4th, 1996)
Fcb Financial Corp – AGREEMENT AND PLAN OF MERGER (November 20th, 1996)
Northern Illinois Financial Corp – AGREEMENT AND PLAN OF REORGANIZATION (January 24th, 1996)
Premier Financial Services Inc – AGREEMENT AND PLAN OF REORGANIZATION (January 24th, 1996)