CONTENTS
(continued)
Page
9A.
NATURE OF PURCHASE
37
9B.
ACCREDITED INVESTOR
37
9C.
SOURCE OF FUNDS
37
10.
DEFINITIONS; ACCOUNTING MATTERS
39
10A.
YIELD-MAINTENANCE TERMS
39
10B.
OTHER TERMS
40
10C.
ACCOUNTING AND LEGAL PRINCIPLES, TERMS AND DETERMINATIONS
55
11.
MISCELLANEOUS
56
11A.
NOTE PAYMENTS
56
11B.
EXPENSES
56
11C.
CONSENT TO AMENDMENTS
57
11D.
FORM, REGISTRATION, TRANSFER AND EXCHANGE OF NOTES; LOST NOTES
58
11E.
PERSONS DEEMED OWNERS; PARTICIPATIONS
59
11F.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT
59
11G.
SUCCESSORS AND ASSIGNS
59
11H.
INDEPENDENCE OF COVENANTS; BENEFICIARIES OF COVENANTS
59
11I.
NOTICES
60
11J.
PAYMENTS DUE ON NON-BUSINESS DAYS
60
11K.
SATISFACTION REQUIREMENT
60
11L.
GOVERNING LAW
61
11M.
SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL
61
11N.
SEVERABILITY
62
11O.
DESCRIPTIVE HEADINGS; ADVICE OF COUNSEL; INTERPRETATION
62
11P.
COUNTERPARTS; FACSIMILE OR ELECTRONIC SIGNATURES
62
11Q.
SEVERALTY OF OBLIGATIONS
62
iv
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TABLE OF CONTENTS
(continued)
Page
11R.
INDEPENDENT INVESTIGATION
62
11S.
DIRECTLY OR INDIRECTLY
63
11T.
CONFIDENTIAL INFORMATION
63
11U.
TRANSACTION REFERENCES
64
11V.
BINDING AGREEMENT
64
v
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EXHIBITS AND SCHEDULES
PURCHASER SCHEDULE
INFORMATION SCHEDULE
EXHIBIT A-1
--
FORM OF SERIES A NOTE
EXHIBIT A-2
--
FORM OF SERIES B NOTE
EXHIBIT A-3
--
FORM OF SHELF NOTE
EXHIBIT B
--
FORM OF DISBURSEMENT DIRECTION LETTER
EXHIBIT C
--
FORM OF REQUEST FOR PURCHASE
EXHIBIT D
--
FORM OF CONFIRMATION OF ACCEPTANCE
EXHIBIT E
--
FORM OF CONFIRMATION OF GUARANTY
EXHIBIT F-1
--
FORM OF OPINION OF COMPANY'S AND GUARANTORS' COUNSEL
EXHIBIT F-2
--
FORM OF OPINION OF COMPANY'S IN-HOUSE COUNSEL
EXHIBIT G
--
FORM OF GUARANTY AGREEMENT
SCHEDULE 8A(1)
--
SUBSIDIARIES
SCHEDULE 8G
--
LIST OF AGREEMENTS RESTRICTING INDEBTEDNESS
SCHEDULE 8S
--
EXISTING INDEBTEDNESS, INVESTMENTS AND LIENS
vi
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OIL-DRI CORPORATION OF AMERICA
410 North Michigan Avenue
Chicago, Illinois 60611
As of May 15, 2020
PGIM, Inc. ("Prudential")
Each of the Purchasers named in
the Purchaser Schedule attached
hereto as holders of the Series A Notes
(collectively, the "Existing Holders")
Each of the Purchasers named in
the Purchaser Schedule attached
hereto as purchasers of the Series B Notes
(the "Effective Date Purchasers")
Each other Prudential Affiliate (as hereinafter
defined) which becomes bound by certain
provisions of this Agreement as hereinafter
provided
c/o Prudential Private Capital
Two Prudential Plaza, Suite 5600
Chicago, Illinois 60601
Ladies and Gentlemen:
The undersigned, Oil-Dri Corporation of America, a Delaware corporation (the
"Company"), hereby agrees with Prudential, the Existing Holders, the Effective
Date Purchasers and the other Purchasers as follows:
INTRODUCTION
The Company and the Existing Holders are parties to a Note Agreement, dated as
of November 12, 2010 (the "Existing Agreement"). Under the Existing Agreement,
the Company has issued and sold, and the Existing Holders have purchased a
series of its senior promissory notes dated November 12, 2010 in the aggregate
original principal amount of $18,500,000 (the "Existing Notes"), which notes
shall be deemed amended and restated in the form attached hereto as Exhibit A-1
(as amended and restated, the "Series A Notes"). The Series A Notes mature
August