AND MICHAEL VITALLOAsset Purchase Agreement • February 11th, 1997 • Matthews International Corp • Nonferrous foundries (castings) • Illinois
O.N.E. COLOR COMMUNICATIONS, LLC OPERATING AGREEMENT May 1, 1998Operating Agreement • August 13th, 1998 • Matthews International Corp • Nonferrous foundries (castings) • California
MATTHEWS INTERNATIONAL CORPORATION Purchase AgreementPurchase Agreement • September 24th, 2024 • Matthews International Corp • Nonferrous foundries (castings) • New York
Matthews International Corporation, a Pennsylvania corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $300,000,000 aggregate principal amount of its 8.625% Senior Secured Second Lien Notes due 2027 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of September 27, 2024 (the “Indenture”), among the Company, the guarantors listed in Schedule 2 hereto (the “U.S. Guarantors”), the guarantors listed in Schedule 3 hereto (the “Foreign Guarantors” and, together with the U.S. Guarantors, the “Guarantors”) and Truist Bank, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”), and will be guaranteed on a secured senior basis by each of the U.S. Guarantors and will be guaranteed on an unsecured senior basis by each of the Foreign Guarantors (collectively, the “Guarantees”).
INDENTURE Dated as of September 27, 2024 among MATTHEWS INTERNATIONAL CORPORATION THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and TRUIST BANK, as Trustee and Collateral Agent 8.625% SENIOR SECURED SECOND LIEN NOTES DUE 2027Indenture • September 30th, 2024 • Matthews International Corp • Nonferrous foundries (castings) • New York
INDENTURE, dated as of September 27, 2024, among Matthews International Corporation, a Pennsylvania corporation (the “Company”), the Guarantors listed on the signature pages hereto and Truist Bank, as Trustee and Collateral Agent.
INTERCREDITOR AGREEMENTIntercreditor Agreement • September 30th, 2024 • Matthews International Corp • Nonferrous foundries (castings) • New York
THIS INTERCREDITOR AGREEMENT is dated as of September 27, 2024, among Citizens Bank, N.A., solely in its capacity as Administrative Agent, each Other First Priority Lien Obligations Agent, if any, from time to time party hereto, each in its capacity as First Lien Agent, Truist Bank, solely in its capacity as Trustee and Second Priority Collateral Agent and each collateral agent for any Future Second Lien Indebtedness from time to time party hereto, each in its capacity as Second Priority Agent.
THIRD AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • February 5th, 2024 • Matthews International Corp • Nonferrous foundries (castings) • Pennsylvania
Third Amended and Restated Loan Agreement, dated the 27th day of March, 2020, by and among Matthews International Corporation, a Pennsylvania corporation (the "US Borrower"), the Banks (as hereinafter defined), Citizens Bank, N.A., a national banking association, in its capacity as administrative agent for the Banks (in such capacity, the "Agent"), PNC Bank, National Association, a national banking association, Truist Bank, a North Carolina banking corporation, JPMorgan Chase Bank, N.A., a national banking association and Wells Fargo Bank, N.A., a national banking association, , TD Bank, N.A., a national banking association, and Bank of America, N.A., a national banking association, each in its capacity as syndication agent for the Banks (in such capacity, individually and collectively, the "Syndication Agent"), and Bank of AmericaCitibank, N.A., a national banking association, and M&T Bank, each in its capacity as a documentation agent for the Banks (in such capacity, individually and
MATTHEWS INTERNATIONAL CORPORATION CHANGE IN CONTROL AGREEMENTChange in Control Agreement • October 3rd, 2019 • Matthews International Corp • Nonferrous foundries (castings) • Pennsylvania
THIS AGREEMENT is made effective September __, 2019 (the "Effective Date"), by and between Matthews International Corporation, a Pennsylvania corporation (the "Company"), and ______________ (the "Executive").
SALE AND PURCHASE AND TRANSFER AGREEMENTSale and Purchase Agreement • November 23rd, 2010 • Matthews International Corp • Nonferrous foundries (castings)
The Seller, the Purchaser and the Guarantor hereinafter collectively referred to as the "Parties" and each of them as a "Party".
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among MATTHEWS INTERNATIONAL CORPORATION MOONLIGHT MERGER SUB CORP. MOONLIGHT MERGER SUB LLC and SCHAWK, INC. Dated as of March 16, 2014Merger Agreement • March 19th, 2014 • Matthews International Corp • Nonferrous foundries (castings) • Delaware
ASSET PURCHASE AGREEMENT ------------------------ Between I.D.L. Incorporated and Hugh Andrew, L.P. and Big Red Rooster, Inc. and Cloverleaf Group, L.P. and the iDL Shareholders and the BRR Shareholders and Cloverleaf Group, Inc. and Matthews...Asset Purchase Agreement • August 10th, 2004 • Matthews International Corp • Nonferrous foundries (castings)
EXHIBIT D FORM OF ASSIGNMENT AGREEMENTAssignment Agreement • May 5th, 2010 • Matthews International Corp • Nonferrous foundries (castings) • Pennsylvania
This Assignment Agreement (this “Assignment Agreement”) between ______________ (the “Assignor”) and __________________(the “Assignee”) is dated as of ____________, ____. The parties hereto agree as follows:
FIFTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • August 10th, 2015 • Matthews International Corp • Nonferrous foundries (castings) • Pennsylvania
Fifth Amendment to First Amended and Restated Loan Agreement, dated the 14th day of July, 2015, by and among Matthews International Corporation, a Pennsylvania corporation (the "Borrower"), the Banks (as defined in the Loan Agreement (as hereinafter defined)), Citizens Bank of Pennsylvania, a Pennsylvania banking institution, in its capacity as administrative agent for the Banks (in such capacity, the "Agent"), and PNC Bank, National Association, a national banking association, in its capacity as syndication agent for the Banks (in such capacity, the "Syndication Agent") (this "Fifth Amendment").
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • February 8th, 2005 • Matthews International Corp • Nonferrous foundries (castings) • Pennsylvania
Second Amendment to Loan Agreement, dated the 8th day of February, 2005, by and among Matthews International Corporation, a Pennsylvania corporation (the "Borrower"), the Banks (as defined in the Loan Agreement (as hereinafter defined)), Citizens Bank of Pennsylvania, a Pennsylvania banking institution, in its capacity as lead arranger and administrative agent for the Banks (in such capacity, the "Agent"), PNC Bank, National Association, a national banking association, in its capacity as lead arranger and syndication agent for the Banks (in such capacity, the "Syndication Agent") and National City Bank of Pennsylvania, in its capacity as documentation agent for the Banks (in such capacity, the "Documentation Agent") (the "Second Amendment").
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • May 4th, 2012 • Matthews International Corp • Nonferrous foundries (castings) • Pennsylvania
First Amendment to Loan Agreement, dated the 1st day of March, 2012, by and among Matthews International Corporation, a Pennsylvania corporation (the "Borrower"), the Banks (as defined in the Loan Agreement (as hereinafter defined)), Citizens Bank of Pennsylvania, a Pennsylvania banking institution, in its capacity as administrative agent for the Banks (in such capacity, the "Agent"), and PNC Bank, National Association, a national banking association, in its capacity as syndication agent for the Banks (in such capacity, the "Syndication Agent") (the "First Amendment").
SECOND LIEN PLEDGE AND SECURITY AGREEMENT dated September 27, 2024 by and among MATTHEWS INTERNATIONAL CORPORATION and each of the other Grantors party hereto in favor of TRUIST BANK as Collateral AgentSecond Lien Pledge and Security Agreement • September 30th, 2024 • Matthews International Corp • Nonferrous foundries (castings) • New York
THIS SECOND LIEN PLEDGE AND SECURITY AGREEMENT (this “Agreement”) dated as of September 27, 2024, by MATTHEWS INTERNATIONAL CORPORATION, a Pennsylvania corporation (the “Company”), and each applicable Subsidiary of the Company a signatory hereto and such other applicable Subsidiaries from time to time a party hereto pursuant to Section 14 hereof (together with the Company, each a “Grantor” and collectively the “Grantors”), in favor of Truist Bank, as Collateral Agent (together with its successors and assigns, the “Collateral Agent”) for the benefit of itself and the other Secured Parties (as defined below).
MATTHEWS INTERNATIONAL CORPORATION Restricted Stock Unit Agreement For EmployeesRestricted Stock Unit Agreement • May 3rd, 2019 • Matthews International Corp • Nonferrous foundries (castings) • Pennsylvania
MATTHEWS INTERNATIONAL CORPORATION, a Pennsylvania corporation (the “Corporation”), and ●, an eligible employee of the Corporation or one of its Subsidiaries (the “Awardee”), for good and valuable consideration the receipt and adequacy of which are hereby acknowledged and intending to be legally bound under this agreement (the “Agreement”) and agree as set forth herein. Terms which are capitalized but not defined in this Agreement have the same meaning as in the Corporation’s 2017 Equity Incentive Plan (as amended from time to time, the “Plan”) unless the context otherwise requires. This Agreement shall be effective as of ● (the “Effective Date”), provided that this Agreement is executed by the Awardee and delivered to the Corporation (if the Awardee fails to execute this Agreement in the manner specified by the Committee within 180 days of the grant date, the Restricted Stock Units (“RSUs”) identified herein will be cancelled, except as otherwise determined by the Corporation in its s
FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • August 10th, 2015 • Matthews International Corp • Nonferrous foundries (castings) • Pennsylvania
Fourth Amendment to First Amended and Restated Loan Agreement, dated the 29th day of May, 2015, by and among Matthews International Corporation, a Pennsylvania corporation (the "Borrower"), the Banks (as defined in the Loan Agreement (as hereinafter defined)), Citizens Bank of Pennsylvania, a Pennsylvania banking institution, in its capacity as administrative agent for the Banks (in such capacity, the "Agent"), and PNC Bank, National Association, a national banking association, in its capacity as syndication agent for the Banks (in such capacity, the "Syndication Agent") (this "Fourth Amendment").
THIRD AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • November 18th, 2022 • Matthews International Corp • Nonferrous foundries (castings) • Pennsylvania
This Third Amendment to Third Amended and Restated Loan Agreement, dated the 1st day of July, 2022, by and among Matthews International Corporation, a Pennsylvania corporation (the "US Borrower"), Schawk UK Limited, a limited liability company incorporated under the laws of England and Wales (the "UK Borrower"), Matthews Europe GmbH, a limited liability company organized under the laws of Germany (the "German Borrower"), and SGK Netherlands B.V (f/k/a MATW Netherlands Holding B.V.), a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) duly incorporated and existing under the laws of The Netherlands (the "Dutch Borrower") (the UK Borrower, the German Borrower and the Dutch Borrower are each a "Foreign Borrower" and collectively, the "Foreign Borrowers") (the US Borrower and the Foreign Borrowers are each a "Borrower" and, collectively, the "Borrowers"), the Banks (as defined in the Loan Agreement (as hereinafter defined)), Citizens Bank, N.A.,
MATTHEWS INTERNATIONAL CORPORATION Two NorthShore Center Pittsburgh, PA 15212 Agreement for Nonstatutory Stock Options under 1992 Stock Incentive Plan, as amended through April 25, 2006Agreement for Nonstatutory Stock Options • November 25th, 2008 • Matthews International Corp • Nonferrous foundries (castings) • Pennsylvania
MATTHEWS INTERNATIONAL CORPORATION, a Pennsylvania corporation (the "Corporation"), and __________________, an employee of the Corporation or a Subsidiary of the Corporation (the "Optionee"), for good and valuable consideration the receipt and adequacy of which are hereby acknowledged and intending to be legally bound hereby, agree as follows:
1 EXHIBIT 10.17 PURCHASE AGREEMENT This Purchase Agreement (the "Agreement"), dated as of December 7, 2000, is made among priNexus, Inc., a Delaware corporation (the "Purchaser"), Matt-One Holding Corporation, a Delaware corporation ("Matt-One"),...Purchase Agreement • December 22nd, 2000 • Matthews International Corp • Nonferrous foundries (castings) • New York
1 EXHIBIT 10.1 LOAN AGREEMENT by and among MATTHEWS INTERNATIONAL CORPORATIONLoan Agreement • December 20th, 2001 • Matthews International Corp • Nonferrous foundries (castings) • Pennsylvania
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • August 1st, 2014 • Matthews International Corp • Nonferrous foundries (castings) • Pennsylvania
First Amendment to First Amended and Restated Loan Agreement, dated the 29th day of July, 2014, by and among Matthews International Corporation, a Pennsylvania corporation (the "Borrower"), the Banks (as defined in the Loan Agreement (as hereinafter defined)), Citizens Bank of Pennsylvania, a Pennsylvania banking institution, in its capacity as administrative agent for the Banks (in such capacity, the "Agent"), and PNC Bank, National Association, a national banking association, in its capacity as syndication agent for the Banks (in such capacity, the "Syndication Agent") (this "First Amendment").
EXHIBIT B FORM OF TERM NOTETerm Note • May 5th, 2010 • Matthews International Corp • Nonferrous foundries (castings)
FOR VALUE RECEIVED, the undersigned, Matthews International Corporation, a Pennsylvania corporation (the "Borrower"), hereby promises to pay to the order of _________________________ ("BANK"), as provided for in the Loan Agreement (as defined below), the original principal amount of [___________________ and __/100 Dollars ($_____________)], together with interest on the unpaid principal amount of this Term Note (this "Term Note") at the rate or rates per annum determined pursuant to Article II of, or as otherwise provided in, that certain Loan Agreement, by and among the Borrower, BANK and other financial institutions listed on the signature pages thereof (BANK and such other financial institutions are each, a "Bank" and collectively, the "Banks"), and Citizens Bank of Pennsylvania, a Pennsylvania banking institution, as agent for the Banks (in such capacity, the "Agent"), dated December 3, 2001, as amended by that certain First Amendment to Loan Agreement, dated __________, 2004, by a
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • November 22nd, 2017 • Matthews International Corp • Nonferrous foundries (castings) • Pennsylvania
First Amendment to Second Amended and Restated Loan Agreement, dated the 21st day of November, 2017, by and among Matthews International Corporation, a Pennsylvania corporation (the "Borrower"), the Banks (as defined in the Loan Agreement (as hereinafter defined)), Citizens Bank of Pennsylvania, a Pennsylvania banking institution, in its capacity as administrative agent for the Banks (in such capacity, the "Agent"), PNC Bank, National Association, a national banking association, SunTrust Bank, a Georgia banking corporation, JPMorgan Chase Bank, N.A., a national banking association, and Wells Fargo Bank, N.A., a national banking association, each in its capacity as syndication agent for the Banks (in such capacity, individually and collectively, the "Syndication Agent"), and Fifth Third Bank, a national banking association, and Bank of America, N.A., a national banking association, each in its capacity as a documentation agent for the Banks (in such capacity, individually and collective
ANDStock Purchase Agreement • June 8th, 2001 • Matthews International Corp • Nonferrous foundries (castings) • Pennsylvania
AGREEMENT FOR THE SALE OF A BUSINESSAgreement for the Sale of a Business • August 11th, 1999 • Matthews International Corp • Nonferrous foundries (castings)
PURCHASE AGREEMENTPurchase Agreement • June 11th, 2015 • Matthews International Corp • Nonferrous foundries (castings) • Delaware
THIS PURCHASE AGREEMENT (this "Agreement") is made and entered into as of June 8, 2015, by and among MATTHEWS INTERNATIONAL CORPORATION, a Pennsylvania corporation ("Parent"), THE YORK GROUP, INC., a Delaware corporation ("Buyer"), AURORA PRODUCTS GROUP, LLC, a Delaware limited liability company (the "Company"), each of the Persons listed on Annex A to this Agreement (each, a "Seller," and collectively, the "Sellers"), and KOHLBERG MANAGEMENT VII, L.P., in its capacity as the Sellers' Representative (the "Sellers' Representative"). Capitalized terms used herein are defined in the text.
1 Exhibit 10.1 FIRST AMENDMENT TO LOAN AGREEMENT First Amendment to Loan Agreement, dated the 21st day of April, 2004, by and among Matthews International Corporation, a Pennsylvania corporation (the "Borrower"), the Banks (as defined in the Loan...Loan Agreement • May 10th, 2004 • Matthews International Corp • Nonferrous foundries (castings) • Pennsylvania
1 EXHIBIT 10.3 AGREEMENT AND PLAN OF MERGER BY AND AMONG MATTHEWS INTERNATIONAL CORPORATION, EMPIRE MERGER CORP.Merger Agreement • June 8th, 2001 • Matthews International Corp • Nonferrous foundries (castings) • Delaware
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 16th, 2016 • Matthews International Corp • Nonferrous foundries (castings) • Pennsylvania
This Share Purchase Agreement (this "Agreement") is entered into as of [•], 20[•], by and between MATTHEWS INTERNATIONAL CORPORATION, a Pennsylvania corporation (the "Company") and [•] (the "Seller").
KEY EMPLOYEE EMPLOYMENT AGREEMENTKey Employee Employment Agreement • July 14th, 2005 • Matthews International Corp • Nonferrous foundries (castings) • New York
THIS KEY EMPLOYEE EMPLOYMENT AGREEMENT (this “Agreement”), is executed this 28th day of May, 2005, by and between The York Group, Inc., a Delaware corporation (the “Company”) and Harry Pontone (“Employee”) and is to be effective as of the Closing (as defined in the Asset Purchase Agreement, dated the same date as this Agreement (the “Purchase Agreement”), among Milso Industries, Inc., Milso Industries, LLC and SBC Holding Corp. (collectively, the “Sellers”), the Shareholders signatory thereto, the Company, Midnight Acquisition Corporation and Matthews International Corporation (“Matthews”)). In the event that the Purchase Agreement is terminated prior to the Closing or if the Closing otherwise does not occur, this Agreement shall be of no force or effect. Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to those terms in the Purchase Agreement.
GUARANTY AND SURETYSHIP AGREEMENTGuaranty and Suretyship Agreement • May 5th, 2010 • Matthews International Corp • Nonferrous foundries (castings) • Pennsylvania
IN CONSIDERATION of credit granted or to be granted by Citizens Bank of Pennsylvania, a national banking association ("Citizens") and various other financial institutions (Citizens and such other financial institutions are each a "Bank" and collectively, the "Banks") pursuant to that certain Loan Agreement, dated of even date herewith, by and among Matthews International Corporation, a Pennsylvania corporation (the "Debtor"), the Banks and Citizens Bank of Pennsylvania, as agent for the Banks (in such capacity, the "Agent") (the "Loan Agreement"), intending to be legally bound hereby, and to induce the Banks to maintain or extend credit to the Debtor, _________________________, a _________________ (the "Guarantor"), this 3rd day of December, 2001, hereby jointly and severally with each of the other Guarantors (as defined in the Loan Agreement):
DATED 27 AUGUST 2004Share Sale and Purchase Agreement • December 13th, 2004 • Matthews International Corp • Nonferrous foundries (castings)
MATTHEWS INTERNATIONAL CORPORATION Restricted Stock Agreement For EmployeesRestricted Stock Agreement • November 25th, 2008 • Matthews International Corp • Nonferrous foundries (castings) • Pennsylvania
MATTHEWS INTERNATIONAL CORPORATION, a Pennsylvania corporation (the "Corporation"), and ______________, an eligible employee of the Corporation or one of its Subsidiaries (the "Awardee"), for good and valuable consideration the receipt and adequacy of which are hereby acknowledged and intending to be legally bound hereby, agree as follows:
SWING LINE NOTESwing Line Note • May 5th, 2010 • Matthews International Corp • Nonferrous foundries (castings)
FOR VALUE RECEIVED, the undersigned, Matthews International Corporation, a Pennsylvania corporation (the "Borrower"), hereby promises to pay to the order of Citizens Bank of Pennsylvania ("Citizens"), as provided for in the Loan Agreement (as defined below), the lesser of (i) the principal sum of Ten Million and 00/100 Dollars ($10,000,000.00) or (ii) the aggregate unpaid principal amount of all Swing Line Loans made by Citizens to the Borrower pursuant to that certain Loan Agreement, dated of even date herewith, by and among the Borrower, Citizens and other financial institutions listed on the signature pages thereof (Citizens and such other financial institutions are each a "Bank" and collectively, the "Banks"), and Citizens Bank of Pennsylvania, as agent for the Banks (in such capacity, the "Agent") (as such agreement may be amended, modified or supplemented from time to time, the "Loan Agreement"). The Borrower hereby further promises to pay to the order of Citizens interest on the
