1 EXHIBIT 1B The Sherwin-Williams CompanySherwin Williams Co • February 20th, 1996 • Paints, varnishes, lacquers, enamels & allied prods • New York
RECITALS:Registration Rights Agreement • November 18th, 2003 • Sherwin Williams Co • Retail-building materials, hardware, garden supply • Ohio
1 EXHIBIT 2 STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 22nd, 1997 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • New York
1 Exhibit 4.2 THE SHERWIN-WILLIAMS COMPANY $150,000,000 7.375% Debentures Due 2027 $150,000,000 7.450% Debentures Due 2097 PURCHASE AGREEMENTPurchase Agreement • April 22nd, 1997 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • New York
1 Exhibit (b)(1) 364-DAY REVOLVING CREDIT AGREEMENT ---------------------------------- This Agreement is made and entered into this 31st day of August, 1995 by and among The Sherwin-Williams Company ("Company") whose principal place of business is...Revolving Credit Agreement • November 9th, 1995 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • Ohio
AMENDMENT NO. 2 TO AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AGREEMENTCredit Agreement • March 14th, 2002 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • Ohio
RECITALS --------Rights Agreement • April 24th, 1997 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • Ohio
1 EXHIBIT 4(b) AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AGREEMENT This Amended and Restated 364-Day Revolving Credit Agreement is made and entered into this 31st day of December, 1999 by and among The Sherwin-Williams Company ("Company") whose...Credit Agreement • March 15th, 2000 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • Ohio
1 EXHIBIT 4.7 FORM OF COMMON STOCK WARRANT AGREEMENT THE SHERWIN-WILLIAMS COMPANYWarrant Agreement • August 18th, 1998 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • New York
andSherwin Williams Co • February 20th, 1996 • Paints, varnishes, lacquers, enamels & allied prods • New York
RECITALS:Trust Agreement • March 12th, 1997 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • Ohio
1 WAIVER WHEREAS, Pratt & Lambert United, Inc. ("P&L"), The Sherwin-Williams Company ("S-W") and SWACQ, Inc. ("Acquisition") have entered into an Agreement and Plan of Merger dated as of November 4, 1995 (the "Merger Agreement"); WHEREAS, pursuant to...Sherwin Williams Co • December 8th, 1995 • Paints, varnishes, lacquers, enamels & allied prods
1 EXHIBIT 10(a) FORM OF INDEMNITY AGREEMENT -------------------Indemnity Agreement • March 11th, 1998 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • Ohio
1 Exhibit 1(a) The Sherwin-Williams Company [Form of Underwriting Agreement]Sherwin Williams Co • December 8th, 1997 • Paints, varnishes, lacquers, enamels & allied prods • New York
1 The Sherwin-Williams Company EXHIBIT 1(a) Underwriting AgreementSherwin Williams Co • February 20th, 1996 • Paints, varnishes, lacquers, enamels & allied prods • New York
RECITAL -------Consulting Agreement • August 14th, 2000 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • Ohio
1 Exhibit 1(b) The Sherwin-Williams Company Medium-Term Notes, Series B Due Nine Months or More From Date of Issue Selling Agency AgreementSherwin Williams Co • December 8th, 1997 • Paints, varnishes, lacquers, enamels & allied prods • New York
Promptly after receipt by any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 3, such indemnified person shall notify the...Registration Rights Agreement • November 22nd, 1995 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • Ohio
1 Exhibit 1.1 The Sherwin-Williams Company [Form of Underwriting Agreement]Sherwin Williams Co • August 18th, 1998 • Paints, varnishes, lacquers, enamels & allied prods • New York
FORM OF INDIVIDUAL GRANTOR TRUST PARTICIPATION AGREEMENTParticipation Agreement • November 12th, 2003 • Sherwin Williams Co • Retail-building materials, hardware, garden supply • Ohio
1 Exhibit 99.2 EXCHANGE AGENT AGREEMENTExchange Agent Agreement • April 22nd, 1997 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • New York
1 Exhibit 4.3 THE SHERWIN-WILLIAMS COMPANY $150,000,000 7.375% Debentures Due 2027 $150,000,000 7.450% Debentures Due 2097 REGISTRATION AGREEMENTSherwin Williams Co • April 22nd, 1997 • Paints, varnishes, lacquers, enamels & allied prods • New York
RECITALS:Stock Purchase Agreement • November 18th, 2003 • Sherwin Williams Co • Retail-building materials, hardware, garden supply • Ohio
AGREEMENT AND PLAN OF MERGER by and among THE VALSPAR CORPORATION, THE SHERWIN- WILLIAMS COMPANY and VIKING MERGER SUB, INC. Dated as of March 19, 2016Agreement and Plan of Merger • March 21st, 2016 • Sherwin Williams Co • Retail-building materials, hardware, garden supply • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 19, 2016, is by and among The Valspar Corporation, a Delaware corporation (the “Company”), The Sherwin-Williams Company, an Ohio corporation (“Parent”), and Viking Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
THE SHERWIN-WILLIAMS COMPANY Underwriting AgreementSherwin Williams Co • December 17th, 2009 • Retail-building materials, hardware, garden supply • New York
The Sherwin-Williams Company, an Ohio corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $500,000,000 principal amount of its 3.125% Senior Notes due 2014 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of February 1, 1996 (the “Base Indenture”), as supplemented by a supplemental indenture to be dated as of December 21, 2009 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and The Bank of New York Mellon (as successor to Chemical Bank), as trustee (the “Trustee”).
AMENDMENT NO. 1 dated as of December 1, 2000 (this "AMENDMENT"), to the AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of December 31, 1999 (the "CREDIT AGREEMENT"), among THE SHERWIN-WILLIAMS COMPANY (the "COMPANY"), the Lenders referred to...Day Credit Agreement • March 13th, 2001 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • Ohio
FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT dated as of July 19, 2004 amongCredit Facility Agreement • August 5th, 2004 • Sherwin Williams Co • Retail-building materials, hardware, garden supply • New York
EXHIBIT 10(q) SPLIT-DOLLAR AGREEMENT THIS AGREEMENT made and entered into this 25th day of March, 1996, by and among The Sherwin Williams Company, an Ohio corporation, with principal offices and place of business in the State of Ohio (hereinafter...Split-Dollar Agreement • March 12th, 1997 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • Ohio
1 AGREEMENT OF JOINT FILING SWACQ, Inc. and The Sherwin-Williams Company agree that the Statement on Schedule 13D to which this agreement is attached as an exhibit, and all future amendments to the Statement, shall be filed on behalf of each of them....1 Agreement • November 9th, 1995 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods
1 EXHIBIT 4.8 FORM OF DEBT SECURITIES WARRANT AGREEMENT THE SHERWIN-WILLIAMS COMPANYWarrant Agreement • August 18th, 1998 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • New York
EXHIBIT 4(a) PURCHASE AND CONTRIBUTION AGREEMENT Dated as of February 1, 2006Purchase and Contribution Agreement • February 7th, 2006 • Sherwin Williams Co • Retail-building materials, hardware, garden supply • New York
EXHIBIT 10(q) EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT, effective as of August 13, 2001 (the "Effective Date"), is made between LARRY J. PITORAK ("Employee") and THE SHERWIN-WILLIAMS COMPANY, an Ohio corporation with its principal...Employment Agreement • March 14th, 2002 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • Ohio
CREDIT AGREEMENT dated as of July 8, 2011 among THE SHERWIN-WILLIAMS COMPANY BANK OF AMERICA, N.A. as Administrative Agent, WELLS FARGO BANK, N.A. as Syndication Agent JPMORGAN CHASE BANK, N.A. and CITIBANK, N.A. as Co- Documentation Agents and The...Credit Agreement • July 13th, 2011 • Sherwin Williams Co • Retail-building materials, hardware, garden supply • New York
CREDIT AGREEMENT dated as of July 8, 2011 among THE SHERWIN-WILLIAMS COMPANY; the LENDERS party hereto; BANK OF AMERICA, N.A., as Administrative Agent; JPMORGAN CHASE BANK, N.A. and CITIBANK, N.A., as Co-Documentation Agents; and WELLS FARGO BANK, N.A., as Syndication Agent.
EXHIBIT 10(c) AMENDED AND RESTATED -------------------- SPLIT-DOLLAR LIFE INSURANCE AGREEMENT ------------------------------------- THIS AMENDED AND RESTATED SPLIT-DOLLAR LIFE INSURANCE AGREEMENT ("AMENDMENT"), effective as of the 18th day of August,...Dollar Life Insurance Agreement • November 13th, 2000 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • Ohio
CREDIT AGREEMENT dated as of August 30, 2022 among THE SHERWIN-WILLIAMS COMPANY, SHERWIN-WILLIAMS LUXEMBOURG S.à r.l. and SHERWIN-WILLIAMS CANADA INC., as Borrowers, CITIBANK, N.A., as Administrative Agent and an Issuing Lender, WELLS FARGO BANK,...Credit Agreement • August 31st, 2022 • Sherwin Williams Co • Retail-building materials, hardware, garden supply • New York
CREDIT AGREEMENT dated as of August 30, 2022 among THE SHERWIN-WILLIAMS COMPANY, an Ohio corporation, SHERWIN-WILLIAMS LUXEMBOURG S.à r.l., a Luxembourg limited liability company (société à responsabilité limitée), having its registered office at 8-10 avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Company and Commercial Register under number B 148400, SHERWIN-WILLIAMS CANADA INC., a Canadian corporation organized under the Canada Business Corporations Act (Canada), the LENDERS party hereto, the ISSUING LENDERS party hereto and CITIBANK, N.A., as Administrative Agent.
