Applied Industrial Technologies Inc Sample Contracts

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WITH
Applied Industrial Technologies Inc • May 23rd, 1997 • Wholesale-machinery, equipment & supplies • Illinois
Exhibit 10 CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 12th, 2002 • Applied Industrial Technologies Inc • Wholesale-machinery, equipment & supplies
LEASE between
Applied Industrial Technologies Inc • May 23rd, 1997 • Wholesale-machinery, equipment & supplies • Ohio
and
Rights Agreement • July 20th, 1998 • Applied Industrial Technologies Inc • Wholesale-machinery, equipment & supplies • Ohio
November 14, 2003
Applied Industrial Technologies Inc • February 9th, 2004 • Wholesale-machinery, equipment & supplies • Illinois
AMENDMENT NO. 2 TO RECEIVABLES FINANCING AGREEMENT AND REAFFIRMATION OF PERFORMANCE GUARANTY
Receivables Financing Agreement • August 11th, 2023 • Applied Industrial Technologies Inc • Wholesale-machinery, equipment & supplies • New York

This AMENDMENT NO. 2 TO RECEIVABLES FINANCING AGREEMENT AND REAFFIRMATION OF PERFORMANCE GUARANTY (this “Amendment”), dated as of May 12, 2023, is entered into by and among AIT RECEIVABLES, LLC (“AIT Receivables”), as borrower under the Receivables Financing Agreement (as defined below) (in such capacity, together with its successors and permitted assigns in such capacity, the “Borrower”), APPLIED INDUSTRIAL TECHNOLOGIES, INC. (“Applied Industrial”), as initial servicer under the Receivables Financing Agreement (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrative agent under the Receivables Financing Agreement (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”), as a committed lender under the Receivables Financing Agreement (in such capacity, together with its successors and permitted assigns in such capacity, a “

WITNESSETH:
Assignment and Acceptance Agreement • November 16th, 1998 • Applied Industrial Technologies Inc • Wholesale-machinery, equipment & supplies • Ohio
BEARINGS, INC.
Applied Industrial Technologies Inc • August 17th, 2018 • Wholesale-machinery, equipment & supplies • Illinois
CHANGE IN CONTROL AGREEMENT
Control Agreement • November 4th, 2014 • Applied Industrial Technologies Inc • Wholesale-machinery, equipment & supplies

Applied Industrial Technologies, Inc. (the “Company”) considers it essential to the best interest of the Company and its shareholders that the Company’s management be encouraged to remain with the Company and to continue to devote their full attention to the Company’s business. The Company recognizes that the possibility of a change in control of the Company may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders. Accordingly, the Company’s Board of Directors (the “Board”) has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of key members of the Company’s management, including you, to their assigned duties without distraction in the face of the potentially disturbing circumstances arising from the possibility of a change in control of the Company.

WITNESSETH:
And Confidentiality Agreement • November 13th, 1997 • Applied Industrial Technologies Inc • Wholesale-machinery, equipment & supplies • Ohio
AMONG
Credit Agreement • June 9th, 2005 • Applied Industrial Technologies Inc • Wholesale-machinery, equipment & supplies • Ohio
SEVERANCE AGREEMENT
Severance Agreement • November 8th, 2013 • Applied Industrial Technologies Inc • Wholesale-machinery, equipment & supplies • Ohio

As a material inducement to you joining Applied Industrial Technologies, Inc. (the “Company”), the parties desire to set forth in this Severance Agreement (the “Agreement”) their mutual agreements concerning the terms and conditions of any severance benefits in the event your employment with the Company is terminated during the period ending on July 22, 2014 (the “Term”).

AMENDMENT NO. 3 TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • August 9th, 2023 • Applied Industrial Technologies Inc • Wholesale-machinery, equipment & supplies

This AMENDMENT NO. 3 TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of August 4, 2023, is entered into by and among AIT RECEIVABLES, LLC (“AIT Receivables”), as buyer under the Purchase and Sale Agreement (as defined below) (in such capacity, together with its successors and permitted assigns in such capacity, the “Buyer”), APPLIED INDUSTRIAL TECHNOLOGIES, INC. (“Applied Industrial”), as servicer under the Receivables Financing Agreement (as defined below) (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”) and as an originator under the Purchase and Sale Agreement (in such capacity, together with its successors and permitted assigns in such capacity, an “Originator”), APPLIED INDUSTRIAL TECHNOLOGIES - CA LLC (“Applied - CA”), as an originator under the Purchase and Sale Agreement (in such capacity, together with its successors and permitted assigns in such capacity, an “Originator”), APPLIED INDUSTRIAL TECHNOLOGIES - DIX

WITNESSETH:
Non-Competition and Confidentiality Agreement • November 13th, 2000 • Applied Industrial Technologies Inc • Wholesale-machinery, equipment & supplies • Ohio
SEPARATION AGREEMENT, WAIVER AND RELEASE
Separation Agreement, Waiver and Release • May 4th, 2015 • Applied Industrial Technologies Inc • Wholesale-machinery, equipment & supplies • Ohio

The parties to this Separation Agreement, Waiver and Release (“Agreement”), Carl E. Will (“Employee”) and Applied Industrial Technologies, Inc., its affiliates, parents, successors, predecessors, and subsidiaries (collectively, “Company”) agree that:

EXECUTIVE RETIREMENT AGREEMENT
Executive Retirement Agreement • August 20th, 2013 • Applied Industrial Technologies Inc • Wholesale-machinery, equipment & supplies

The parties to this Executive Retirement Agreement (this “Agreement”), Benjamin J. Mondics (“Mr. Mondics”) and Applied Industrial Technologies, Inc. (the “Company”), its affiliates, parents, successors, predecessors, and subsidiaries (collectively, the “Company Group”) agree that:

AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT AND REAFFIRMATION OF PERFORMANCE GUARANTY
Purchase and Sale Agreement • April 30th, 2021 • Applied Industrial Technologies Inc • Wholesale-machinery, equipment & supplies

This AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT AND REAFFIRMATION OF PERFORMANCE GUARANTY (this “Amendment”), dated as of November 19, 2018, is entered into by and among AIT RECEIVABLES, LLC (“AIT Receivables”), as borrower under the Receivables Financing Agreement (as defined below) and as buyer under the Purchase and Sale Agreement (as defined below) (in such capacities, together with its successors and permitted assigns in such capacities, the “Borrower” or the “Buyer”, respectively), APPLIED INDUSTRIAL TECHNOLOGIES, INC. (“Applied Industrial”), as initial servicer under the Receivables Financing Agreement and as servicer under the Purchase and Sale Agreement (in such capacities, together with its successors and permitted assigns in such capacities, the “Servicer”) and as an originator under the Purchase and Sale Agreement (in such capacity, together with its successors and permitted assigns in such capacity, an “Originator”), APPLIED INDUSTRIAL TECHNOLOGIES - CA LLC (“Applied -

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December 9, 2021
Applied Industrial Technologies Inc • December 14th, 2021 • Wholesale-machinery, equipment & supplies • Illinois

Reference is made to the Amended and Restated Note Purchase and Private Shelf Agreement dated as of October 30, 2019 (as amended by Amendment No. 1 thereto dated March 26, 2021, the “Agreement”) between Applied Industrial Technologies, Inc., an Ohio corporation (the “Company”), on the one hand, and PGIM, Inc. (“Prudential”), the Existing Holders party thereto, the Effective Date Purchasers party thereto and each other Prudential Affiliate which has become or becomes a party thereto, on the other hand. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

STOCK PURCHASE AGREEMENT BY AND AMONG APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND ALEX DAN KNOX AND DAYTON SCOTT KNOX, THE SOLE SHAREHOLDERS OF KNOX OIL FIELD SUPPLY, INC. Dated as of May 23, 2014
Stock Purchase Agreement • May 27th, 2014 • Applied Industrial Technologies Inc • Wholesale-machinery, equipment & supplies • New York

STOCK PURCHASE AGREEMENT, dated as of May 23, 2014 (the “Agreement”), by and among APPLIED INDUSTRIAL TECHNOLOGIES, INC., an Ohio corporation (“Buyer”) and ALEX DAN KNOX (“Dan Knox”) and DAYTON SCOTT KNOX (“Scott Knox”) (Dan Knox and Scott Knox being collectively referred to as “Sellers”), the sole shareholders of Knox Oil Field Supply, Inc., a Texas corporation Sellers (the “Company”).

CONSULTING AGREEMENT
Consulting Agreement • April 28th, 2023 • Applied Industrial Technologies Inc • Wholesale-machinery, equipment & supplies

This Agreement is effective the 27th day of January, 2023, between Applied Industrial Technologies, Inc. (the “Company”) and Fred Bauer (“Consultant”).

SEVERANCE AGREEMENT
Severance Agreement • October 31st, 2011 • Applied Industrial Technologies Inc • Wholesale-machinery, equipment & supplies • Ohio

As a material inducement to you joining Applied Industrial Technologies, Inc. (the “Company”), the parties desire to set forth in this Severance Agreement (the “Agreement”) their mutual agreements concerning the terms and conditions of any severance benefits in the event your employment with the Company is terminated within a year of the date hereof (the “Term”), subject to automatic annual renewal each year unless the Company gives you written notice 30 days in advance of expiration of the Term (as the same may be renewed from time-to time) of the Company’s election not to renew, as determined in the sole discretion of the Board of Directors of the Company (the “Board”), including its duly authorized committees.

CREDIT AGREEMENT among APPLIED INDUSTRIAL TECHNOLOGIES, INC., and THE CANADIAN BORROWERS NAMED HEREIN, as Borrowers, THE LENDERS NAMED HEREIN, as Lenders, KEYBANK NATIONAL ASSOCIATION, as Lead Arranger, Book Runner and Administrative Agent, and U.S....
Credit Agreement • February 9th, 2010 • Applied Industrial Technologies Inc • Wholesale-machinery, equipment & supplies • Ohio

This CREDIT AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made effective as of the 3rd day of June, 2005 among:

March 30, 2007
Applied Industrial Technologies Inc • May 4th, 2007 • Wholesale-machinery, equipment & supplies • Illinois

Reference is made to that certain Private Shelf Agreement dated as of November 27, 1996 (as amended prior to the date hereof, the “Agreement”) between Applied Industrial Technologies, Inc., an Ohio corporation formerly known as Bearings, Inc. (the “Company”), and Prudential Investment Management, Inc. (“Prudential”), pursuant to which the Company issued and sold and Prudential purchased the Company’s 6.60% Series B Notes in the original aggregate principal amount of $50,000,000, due December 8, 2007. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

REQUEST FOR PURCHASE APPLIED INDUSTRIAL TECHNOLOGIES, INC.
Private Shelf Agreement • July 2nd, 2014 • Applied Industrial Technologies Inc • Wholesale-machinery, equipment & supplies • Illinois

Reference is made to the Private Shelf Agreement (the “Agreement”), dated as of November 27, 1996, between Applied Industrial Technologies, Inc., an Ohio corporation formerly known as Bearings, Inc. (the “Company”), and Prudential Investment Management, Inc. and each Prudential Affiliate which becomes a party thereto. All terms used herein that are defined in the Agreement have the respective meanings specified in the Agreement.

October 30, 2014
Applied Industrial Technologies Inc • November 4th, 2014 • Wholesale-machinery, equipment & supplies • Illinois

Reference is made to that certain Private Shelf Agreement dated as of November 27, 1996 (as amended by that certain letter amendment dated as of January 30, 1998, that certain letter agreement dated as of November 5, 1998, that certain letter amendment dated as of October 24, 2000, that certain letter amendment dated as of November 14, 2003, that certain letter amendment dated as of February 25, 2004, that certain letter amendment dated as of March 30, 2007, that certain letter amendment dated as of February 16, 2010 and that certain letter amendment dated as of February 4, 2013, the “Agreement”) between Applied Industrial Technologies, Inc., an Ohio corporation formerly known as Bearings, Inc. (the “Company”), on the one hand, and Prudential Investment Management, Inc. (“Prudential”), and each other Prudential Affiliate which has become or becomes a party thereto, on the other hand. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such

Trading Plan charlesSCHWAB (SEC Rule 10b5-1)
Applied Industrial Technologies Inc • November 15th, 2006 • Wholesale-machinery, equipment & supplies • California

WHEREAS, Client wishes to establish this Trading Plan to sell or purchase shares of Common (Stock) of Applied Industrial Technologies, Inc. (“Issuer”) from Account number [omitted] (the “Account”) maintained with Broker, in accordance with the requirements of SEC Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

AMENDMENT TO THE SEVERANCE AGREEMENT DATED OCTOBER 18, 2011 BETWEEN NEIL A. SCHRIMSHER AND APPLIED INDUSTRIAL TECHNOLOGIES, INC.
Severance Agreement • October 26th, 2012 • Applied Industrial Technologies Inc • Wholesale-machinery, equipment & supplies

Pursuant to the provisions of Section 8 of the Severance Agreement dated October 18, 2011 (the “Agreement”), between Neil A. Schrimsher (the “Executive”) and Applied Industrial Technologies, Inc. (the “Company”), Section 3(b) is hereby amended by the addition of subparagraph (iii) at the end thereof to provide as follows:

FIRST AMENDMENT AGREEMENT
First Amendment Agreement • June 11th, 2007 • Applied Industrial Technologies Inc • Wholesale-machinery, equipment & supplies • Ohio
AMENDMENT NO. 3 TO RECEIVABLES FINANCING AGREEMENT AND REAFFIRMATION OF PERFORMANCE GUARANTY
Receivables Financing Agreement • August 9th, 2023 • Applied Industrial Technologies Inc • Wholesale-machinery, equipment & supplies

This AMENDMENT NO. 3 TO RECEIVABLES FINANCING AGREEMENT AND REAFFIRMATION OF PERFORMANCE GUARANTY (this “Amendment”), dated as of August 4, 2023, is entered into by and among AIT RECEIVABLES LLC, as borrower under the Receivables Financing Agreement (as defined below) (in such capacity, together with its successors and permitted assigns in such capacity, the “Borrower”), APPLIED INDUSTRIAL TECHNOLOGIES, INC. (“Applied Industrial”), as initial servicer under the Receivables Financing Agreement (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrative agent under the Receivables Financing Agreement (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”), as a committed lender under the Receivables Financing Agreement (in such capacity, together with its successors and permitted assigns in such capacity, a “Committed Lender”),

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