West Virginia Sample Contracts

Kimbell Royalty Partners, LP – Amendment No. 1 to Credit Agreement (July 18th, 2018)

THIS CREDIT AGREEMENT is dated as of January 11, 2017, as amended through July 12, 2018, among KIMBELL ROYALTY PARTNERS, LP, a Delaware limited partnership (the Borrower), FROST BANK and each of the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a Lender and, collectively, the Lenders), and FROST BANK, as administrative agent for the Lenders (the Administrative Agent).

Poage Bankshares Inc. – Settlement Agreement (July 12th, 2018)

This Settlement Agreement (the "Agreement") is entered into as of July 11, 2018 by and among Miles Armentrout (the "Executive"), Poage Bankshares, Inc., a Maryland corporation ("Poage"), and Town Square Bank, a wholly-owned subsidiary of Poage ("Town Square Bank"), and City Holding Company, a West Virginia corporation ("City").

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").

City Holding Company – Agreement and Plan of Merger (July 12th, 2018)

THIS AGREEMENT AND PLAN OF MERGER, dated as of July 11, 2018 (hereinafter referred to as this "Agreement"), by and among CITY HOLDING COMPANY, a West Virginia corporation (hereinafter referred to as "City"), FARMERS DEPOSIT BANCORP, INC., a Kentucky corporation (hereinafter referred to as "Farmers") and FARMERS DEPOSIT BANK, a Kentucky state-chartered bank ("Farmers Deposit Bank").

Poage Bankshares Inc. – Settlement Agreement (July 12th, 2018)

This Settlement Agreement (the "Agreement") is entered into as of July 11, 2018 by and among Jane Gilkerson (the "Executive"), Poage Bankshares, Inc., a Maryland corporation ("Poage"), and Town Square Bank, a wholly-owned subsidiary of Poage ("Town Square Bank"), and City Holding Company, a West Virginia corporation ("City").

Poage Bankshares Inc. – Settlement Agreement (July 12th, 2018)

This Settlement Agreement (the "Agreement") is entered into as of July 11, 2018 by and among Miles Armentrout (the "Executive"), Poage Bankshares, Inc., a Maryland corporation ("Poage"), and Town Square Bank, a wholly-owned subsidiary of Poage ("Town Square Bank"), and City Holding Company, a West Virginia corporation ("City").

Poage Bankshares Inc. – Employment Agreement (July 12th, 2018)

This EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of July 11, 2018, by and between CITY NATIONAL BANK of West Virginia, ("City National"), and Bruce VanHorn (the "Employee").

Poage Bankshares Inc. – Employment Agreement (July 12th, 2018)

This EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of July 11, 2018, by and between CITY NATIONAL BANK of West Virginia, ("City National"), and Bruce VanHorn (the "Employee").

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)
Poage Bankshares Inc. – Settlement Agreement (July 12th, 2018)

This Settlement Agreement (the "Agreement") is entered into as of July 11, 2018 by and among Bruce VanHorn (the "Executive"), Poage Bankshares, Inc., a Maryland corporation ("Poage"), Town Square Bank, a wholly-owned subsidiary of Poage ("Town Square Bank"), and City Holding Company, a West Virginia corporation ("City").

Poage Bankshares Inc. – Settlement Agreement (July 12th, 2018)

This Settlement Agreement (the "Agreement") is entered into as of July 11, 2018 by and among Jane Gilkerson (the "Executive"), Poage Bankshares, Inc., a Maryland corporation ("Poage"), and Town Square Bank, a wholly-owned subsidiary of Poage ("Town Square Bank"), and City Holding Company, a West Virginia corporation ("City").

Poage Bankshares Inc. – Settlement Agreement (July 12th, 2018)

This Settlement Agreement (the "Agreement") is entered into as of July 11, 2018 by and among Bruce VanHorn (the "Executive"), Poage Bankshares, Inc., a Maryland corporation ("Poage"), Town Square Bank, a wholly-owned subsidiary of Poage ("Town Square Bank"), and City Holding Company, a West Virginia corporation ("City").

Eldorado Resorts, Inc. – ELDORADO RESORTS AND CHURCHILL DOWNS ANNOUNCE MUTUAL TERMINATION OF LADY LUCK CASINO VICKSBURG TRANSACTION AND AMENDMENT TO PRESQUE ISLE DOWNS & CASINO TRANSACTION Churchill Downs Agrees in Principle to Assume Management of Eldorado Resorts Lady Luck Casino Nemacolin (July 9th, 2018)

Reno, Nev., (July 9, 2018) Eldorado Resorts, Inc. (NASDAQ: ERI) (Eldorado or the Company) and Churchill Downs Incorporated (NASDAQ: CHDN) (Churchill or Churchill Downs) announced today that they have terminated their previously announced agreement whereby Churchill was to acquire substantially all of the assets and properties associated with Lady Luck Casino in Vicksburg, Mississippi (Lady Luck Vicksburg) and amended their previously announced agreement whereby Churchill is to acquire substantially all of the assets and properties associated with Presque Isle Downs & Casino in Erie, Pennsylvania from Eldorado (collectively, the Termination and Amendment Agreements). Pursuant to the Termination and Amendment Agreements, Churchill will pay Eldorado a $5.0 million termination fee, subject to the parties execution of a definitive agreement with respect to the Lady Luck Nemacolin transaction as described below.

Cco Holdings Llc – Cross-Reference Table* (July 9th, 2018)

TENTH SUPPLEMENTAL INDENTURE dated as of July 3, 2018 (the Supplemental Indenture) among Charter Communications Operating, LLC, a Delaware limited liability company (and any successor Person thereto, CCO), Charter Communications Operating Capital Corp., a Delaware corporation (Capital Corp and, together with CCO, the Issuers), CCO Holdings, LLC, a Delaware limited liability company (CCO Holdings), the subsidiary guarantors party hereto (together with CCO Holdings, the Note Guarantors) and The Bank of New York Mellon Trust Company, N.A., as trustee (together with its successors in such capacity, the Trustee) and as Collateral Agent (together with its successors in such capacity, the Collateral Agent).

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MOUNTAIN VALLEY PIPELINE, LLC a Delaware Series Limited Liability Company April 6, 2018 (July 3rd, 2018)

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") OF MOUNTAIN VALLEY PIPELINE, LLC, dated as of April 6, 2018 (the "Effective Date"), is adopted and agreed to by Mountain Valley Pipeline, LLC, a Delaware limited liability company (the "Company"), MVP Holdco, LLC, a Delaware limited liability company ("EQT"), US Marcellus Gas Infrastructure, LLC, a Delaware limited liability company ("USG"), VED NPI IV, LLC, a Delaware limited liability company ("Vega Carryco"), WGL Midstream, Inc., a Delaware corporation ("WGL"), RGC Midstream, LLC, a Virginia limited liability company ("Roanoke"), and Con Edison Gas Pipeline and Storage, LLC, a New York limited liability company ("Con Edison"), and each Person from time to time admitted to the Company as a Member in accordance with the terms hereof.

Amended and Restated Security Agreement (July 2nd, 2018)

THIS AMENDED AND RESTATED SECURITY AGREEMENT, dated as of June 29, 2018 (as amended, modified, restated or supplemented from time to time, this Security Agreement) is by and among AMEDISYS, INC., a Delaware corporation (the Company), AMEDISYS HOLDING, L.L.C., a Louisiana limited liability company (Amedisys Holding and together with the Company, each a Borrower and collectively, the Borrowers), the other parties identified as Grantors on the signature pages hereto and such other parties that may become Grantors after the date hereof (together with the Borrowers, individually a Grantor, and collectively the Grantors) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the Administrative Agent) for the Secured Parties.

Amended and Restated Pledge Agreement (July 2nd, 2018)

THIS AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of June 29, 2018 (as amended, modified, restated or supplemented from time to time, this Pledge Agreement) is by and among AMEDISYS, INC., a Delaware corporation (the Company), AMEDISYS HOLDING, L.L.C., a Louisiana limited liability company (Amedisys Holding and together with the Company, each a Borrower and collectively, the Borrowers), the other parties identified as Pledgors on the signature pages hereto and such other parties that may become Pledgors after the date hereof (together with the Borrowers, individually a Pledgor, and collectively the Pledgors) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the Administrative Agent) for the Secured Parties.

Medical Transcription Billing, Corp – ASSET PURCHASE AGREEMENT AMONG MEDICAL TRANSCRIPTION BILLING, CORP. As Purchaser, AND Orion Healthcorp, Inc. Medical BilLing Services, Inc. Rand Medical Billing, Inc. RMI Physician Services COrpORATION Western SKies Practice MAnagement, Inc. Physicians Practice Plus Holdings, LLC PhysicianS Practice Plus LLC NEMS Acquisition LLC NorthEast Medical Solutions, LLC NEMS West Virginia, LLC Integrated Physician Solutions, INC. VEGA Medical Professionals, LLC, Allegiance Consulting Associates, Llc, Allegiance Billing & Consulting, Llc Debtors-In-Possession, as Sellers Dated as of June 25, 2018 (July 2nd, 2018)

4.10 ERISA and Related Matters 15 4.11 Real Property 16 4.12 Validity of Contracts 16 4.13 Intellectual Property. 16 4.14 Authorization 16 4.15 No Conflict with Other Instruments or Agreements 17 4.16 Brokers or Finders 17 4.17 Taxes 17 4.18 Financial Information 17 Article 5 PURCHASER'S REPRESENTATIONS AND WARRANTIES. 17 5.1 Organization and Corporate Power 17 5.2 Authorization 18 5.3 No Conflict with Other Instruments or Agreements 18 5.4 Brokers or Finders 18 5.5 Funding 18 5.6

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 29, 2018 Among AMEDISYS, INC. And AMEDISYS HOLDING, L.L.C., as Borrowers, CERTAIN SUBSIDIARIES OF THE COMPANY PARTY HERETO, as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, JPMORGAN CHASE BANK, N.A., as Syndication Agent, CAPITAL ONE BANK, NATIONAL ASSOCIATION, CITIZENS BANK, N.A., COMPASS BANK, FIFTH THIRD BANK, HANCOCK WHITNEY BANK, REGIONS BANK, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents, and THE LENDERS PARTY HERETO MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPOR (July 2nd, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of June 29, 2018, among AMEDISYS, INC., a Delaware corporation (the Company), AMEDISYS HOLDING, L.L.C., a Louisiana limited liability company (Amedisys Holding and together with the Company, each a Borrower and collectively, the Borrowers), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.

FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of June 26, 2018 by and Among (June 29th, 2018)

This FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made as of June 26, 2018, by and among WASTE MANAGEMENT, INC., a Delaware corporation having its chief executive office at 1001 Fannin Street, Houston, Texas 77002 (the Company), WASTE MANAGEMENT OF CANADA CORPORATION, a Nova Scotia unlimited company (WMOCC), and WM QUEBEC INC., a corporation incorporated under the laws of Canada (WMQ, and together with WMOCC, the Canadian Borrowers, and the Canadian Borrowers together with the Company, the Borrowers, and each, individually, a Borrower), WASTE MANAGEMENT HOLDINGS, INC., a wholly-owned Subsidiary of the Company (the Guarantor), the lenders from time to time party hereto (the Banks) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the Administrative Agent).

LGI HOMES, INC. $300,000,000 6.875% Senior Notes Due 2026 PURCHASE AGREEMENT (June 29th, 2018)
CONE Midstream Partners LP – CNX Midstream Partners LP 6,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (June 29th, 2018)
JUNIOR-PRIORITY COLLATERAL AGREEMENT Dated as of June 22, 2018 Among CHS/COMMUNITY HEALTH SYSTEMS, INC., COMMUNITY HEALTH SYSTEMS, INC., the Subsidiaries of the Company From Time to Time Party Hereto and REGIONS BANK, as Junior-Priority Collateral Agent (June 25th, 2018)

JUNIOR-PRIORITY COLLATERAL AGREEMENT dated as of June 22, 2018 (this Agreement), among CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the Company), COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (Parent), the Subsidiaries from time to time party hereto and REGIONS BANK (Regions Bank), as collateral agent for the Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the Junior-Priority Collateral Agent), Regions Bank, in its capacity as the 2023 Notes Authorized Representative and in its capacity as the 2024 Notes Authorized Representative (each as defined below) and each Additional Authorized Representative (as defined below) from time to time party hereto.

Mvb Financial Corp – Of the Board, President, Secretary or the Officer or Other Persons Calling the Meeting, to Each Shareholder of Record Entitled to Vote at Such Meeting. If Mailed, Such Notice Shall Be Deemed to Be Delivered When Deposited in the United States Mail, Addressed to the Shareholder at His Address as It Appears on the Stock Transfer Books of the Corporation, With Postage Thereon Prepaid. Section 5. Closing of Transfer Books or Fixing of Record Date. For the Purpose of Determining Shareholders Entitled to Notice of or to Vote at Any Meeting of Shareholders or Any Adjournment Thereof, or Shareholders (June 22nd, 2018)
Eqt Midstream Partners Lp – THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MOUNTAIN VALLEY PIPELINE, LLC a Delaware Series Limited Liability Company April 6, 2018 (June 18th, 2018)

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) OF MOUNTAIN VALLEY PIPELINE, LLC, dated as of April 6, 2018 (the Effective Date), is adopted and agreed to by Mountain Valley Pipeline, LLC, a Delaware limited liability company (the Company), MVP Holdco, LLC, a Delaware limited liability company (EQT), US Marcellus Gas Infrastructure, LLC, a Delaware limited liability company (USG), VED NPI IV, LLC, a Delaware limited liability company (Vega Carryco), WGL Midstream, Inc., a Delaware corporation (WGL), RGC Midstream, LLC, a Virginia limited liability company (Roanoke), and Con Edison Gas Pipeline and Storage, LLC, a New York limited liability company (Con Edison), and each Person from time to time admitted to the Company as a Member in accordance with the terms hereof.

EQT GP Holdings, LP – THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MOUNTAIN VALLEY PIPELINE, LLC a Delaware Series Limited Liability Company April 6, 2018 (June 18th, 2018)

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) OF MOUNTAIN VALLEY PIPELINE, LLC, dated as of April 6, 2018 (the Effective Date), is adopted and agreed to by Mountain Valley Pipeline, LLC, a Delaware limited liability company (the Company), MVP Holdco, LLC, a Delaware limited liability company (EQT), US Marcellus Gas Infrastructure, LLC, a Delaware limited liability company (USG), VED NPI IV, LLC, a Delaware limited liability company (Vega Carryco), WGL Midstream, Inc., a Delaware corporation (WGL), RGC Midstream, LLC, a Virginia limited liability company (Roanoke), and Con Edison Gas Pipeline and Storage, LLC, a New York limited liability company (Con Edison), and each Person from time to time admitted to the Company as a Member in accordance with the terms hereof.

Stonemor Partners L.P. – Fifth Amendment to Credit Agreement (June 18th, 2018)

This FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), is entered into as of December 22, 2017 but with an effective date as of September 29, 2017 (the "Effective Date"), by and among STONEMOR OPERATING LLC, a Delaware limited liability company (the "Administrative Borrower"), the other Borrowers party hereto, the Lenders party hereto and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the "Administrative Agent").

Stonemor Partners L.P. – Sixth Amendment and Waiver to Credit Agreement (June 18th, 2018)

This SIXTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this "Amendment and Waiver"), dated as of June 12, 2018, is entered into by and among STONEMOR OPERATING LLC, a Delaware limited liability company (the "Administrative Borrower"), the other Borrowers party hereto, the Lenders party hereto and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the "Administrative Agent").

USA Compression Partners Lp – USA COMPRESSION PARTNERS, LP 5,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT June 12, 2018 (June 14th, 2018)
AltaGas Ltd. – ALTAGAS LTD. Annual Information Form for the Year Ended December 31, 2017 Dated: February 28, 2018 (June 13th, 2018)

This AIF contains forward-looking information (forward-looking statements). Words such as may, can, would, could, should, will, intend, plan, anticipate, believe, aim, seek, propose, contemplate, estimate, focus, strive, forecast, expect, project, target, potential, objective, continue, outlook, vision, opportunity and similar expressions suggesting future events or future performance, as they relate to the Corporation or any affiliate of the Corporation, are intended to identify forward-looking statements. In particular, this AIF contains forward-looking statements with respect to, among other things, business objectives, expected growth, results of operations, performance, business projects and opportunities and financial results.

AltaGas Ltd. – WGL Holdings, Inc. Condensed Consolidated Balance Sheets (Unaudited) (June 13th, 2018)

WGL Holdings, Inc. (WGL) is a holding company that owns all of the shares of common stock of Washington Gas Light Company (Washington Gas), a regulated natural gas utility, and all of the shares of common stock of Washington Gas Resources Corporation (Washington Gas Resources) and Hampshire Gas Company (Hampshire). Washington Gas Resources owns all of the shares of common stock of four non-utility subsidiaries that include WGL Energy Services, Inc. (WGL Energy Services), WGL Energy Systems, Inc. (WGL Energy Systems), WGL Midstream, Inc. (WGL Midstream) and WGSW, Inc. (WGSW). Except where the content clearly indicates otherwise, WGL, we, us or our refers to the holding company or the consolidated entity of WGL Holdings, Inc. and all of its subsidiaries. Unless otherwise noted, these notes apply equally to WGL and Washington Gas.

Release Agreement (June 12th, 2018)

This Release Agreement (the "Agreement"), by and between Internap Corporation (the "Company") and Robert Dennerlein ("You" or "Your") (the Company and You collectively referred to as the "Parties") is entered into and effective as of June 11, 2018 (the "Effective Date").

AdCare Health Systems, Inc. – Non-Competition Agreement (June 12th, 2018)

THIS AGREEMENT is made by and between MiMedx Group, Inc., (the "Company") and Name ("Employee"). In consideration of the employment or continued employment of the Employee and the salary and other remuneration and benefits paid by the Company to the Employee while Employee is employed by the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree:

CREDIT AGREEMENT Dated as of June 8, 2018 Among REPUBLIC SERVICES, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JPMORGAN CHASE BANK, N.A. And WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents BNP PARIBAS, MIZUHO BANK, LTD., MUFG BANK, LTD., SUMITOMO MITSUI BANKING CORPORATION, SUNTRUST BANK, THE BANK OF NOVA SCOTIA, and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents the Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, JPMORGAN CHASE BANK, N.A. And WELLS FARGO SECURITIES, LLC, as (June 11th, 2018)

This CREDIT AGREEMENT (this Agreement) is entered into as of June 8, 2018, among REPUBLIC SERVICES, INC., a Delaware corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.

Francesca's Holdings Corporatio – CREDIT AGREEMENT Dated as of May 25, 2018 Among FRANCESCA'S HOLDINGS CORPORATION and Its Subsidiaries Party Hereto, the Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., as Sole Bookrunner and Sole Lead Arranger ASSET BASED LENDING (May 30th, 2018)

Page ARTICLE 1 Definitions 1 Section 1.01 Defined Terms 1 Section 1.02 Classification of Loans and Borrowings 36 Section 1.03 Terms Generally 36 Section 1.04 Accounting Terms; GAAP 37 Section 1.05 Status of Obligations 37 ARTICLE 2 The Credits 37 Section 2.01 Commitments 37 Section 2.02 Loans and Borrowings 38 Section 2.03 Requests for Borrowings 39 Section 2.04 Protective Advances 39 Section 2.05 Swingline Loans and Overadvances 40 Section 2.06 Letters of Credit 42 Section 2.07 Funding of Borrowings 48 Section 2.08 Interest Elections 49 Section 2.09 Termination and Reduction of Commitments; Increase in Revolving Commitments 50 Section 2.10 Repayment and Amortization of Loans; Evidence of Debt 52 Section 2.11 Prepayment of Loans 53 Section