as IssuerIndenture • May 8th, 2002 • Kinetek Inc • Motors & generators • New York
Exhibit 10.10 NEW SUBSIDIARY CONSULTING AGREEMENT THIS NEW SUBSIDIARY CONSULTING AGREEMENT ("Agreement"), is executed as of the 25th day of July 1997 by and among JORDAN INDUSTRIES, INC., an Illinois corporation (hereinafter referred to as the...Consulting Agreement • January 12th, 1998 • Motors & Gears Inc • Motors & generators • Illinois
PURCHASE AGREEMENTPurchase Agreement • April 1st, 1998 • Motors & Gears Inc • Motors & generators • Illinois
Execution Copy PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (as amended, modified or supplemented from time to time, this "Agreement") is made and entered into as of April 12, 2002 by KINETEK INDUSTRIES, INC., a Delaware corporation, having an office at...Pledge Agreement • May 8th, 2002 • Kinetek Inc • Motors & generators • New York
KINETEK INDUSTRIES, INC., ADVANCED D.C. MOTORS, INC., ELECTRICAL DESIGN AND CONTROL COMPANY, THE IMPERIAL ELECTRIC COMPANY, MERKLE-KORFF INDUSTRIES, INC., MOTION CONTROL ENGINEERING, INC. AND GEAR RESEARCH, INC.Loan and Security Agreement • April 3rd, 2002 • Kinetek Inc • Motors & generators • Illinois
SHARE PURCHASE AGREEMENT for the direct and indirect sale of all the shares of FIR GROUP COMPANIESShare Purchase Agreement • April 1st, 1998 • Motors & Gears Inc • Motors & generators
WITNESSETHIndemnification Agreement • January 3rd, 1997 • Motors & Gears Inc • Delaware
U.S. BANK NATIONAL ASSOCIATION, as TrusteeSecurity Agreement • May 8th, 2002 • Kinetek Inc • Motors & generators • New York
Exhibit 10.2 FIRST AMENDMENT AND CONSENT --------------------------- FIRST AMENDMENT AND CONSENT (this "Amendment"), dated as of June 3, 1997, among MOTORS AND GEARS INDUSTRIES, INC., an Illinois corporation (the "Borrower"), the financial...Credit Agreement • January 12th, 1998 • Motors & Gears Inc • Motors & generators • New York
ARTICLE I THE MERGER ----------Merger Agreement • January 3rd, 1997 • Motors & Gears Inc
Exhibit 10.9 NEW SUBSIDIARY ADVISORY AGREEMENT THIS NEW SUBSIDIARY ADVISORY AGREEMENT ("Agreement"), is executed as of the 25th day of July 1997 by and among JORDAN INDUSTRIES, INC., an Illinois corporation (hereinafter referred to as the...Advisory Agreement • January 12th, 1998 • Motors & Gears Inc • Motors & generators • Illinois
SECOND AMENDMENT ----------------Credit Agreement • January 12th, 1998 • Motors & Gears Inc • Motors & generators • New York
INTERCREDITOR AGREEMENT This Intercreditor Agreement ("Agreement") is made and entered into as of the 12th day of April, 2002 by and between U.S. Bank National Association, a national banking association, as trustee for the holders (the "Holders") of...Intercreditor Agreement • May 8th, 2002 • Kinetek Inc • Motors & generators • Illinois
AGREEMENT ---------Collective Bargaining Agreement • January 3rd, 1997 • Motors & Gears Inc
CONSENT AND AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT This Consent and Amendment No. 1 to Loan and Security Agreement ("Amendment"), dated April 12, 2002, is by and among Borrowers, the undersigned Lenders and Fleet Capital Corporation,...Loan and Security Agreement • May 8th, 2002 • Kinetek Inc • Motors & generators
JOINDER AGREEMENT -----------------Joinder Agreement • January 3rd, 1997 • Motors & Gears Inc
LOGO]Letter of Credit Agreement • January 3rd, 1997 • Motors & Gears Inc • New York
Exhibit 10.2 MANAGEMENT CONSULTING AGREEMENT THIS MANAGEMENT CONSULTING AGREEMENT (this "Agreement"), is executed as of the 14th day of December, 2001 by, between and among Jordan Industries, Inc., an Illinois corporation (the "Consultant"), and each...Management Consulting Agreement • March 29th, 2002 • Kinetek Inc • Motors & generators • Delaware
Exhibit 10.8 TRANSITION AGREEMENT -------------------- THIS TRANSITION AGREEMENT (this "Agreement") is made and entered into as of this 25th day of July, 1997, by and between Motors and Gears Holdings, Inc., a Delaware corporation (the "Company"), and...Transition Agreement • January 12th, 1998 • Motors & Gears Inc • Motors & generators • Illinois
EXHIBIT 10.21 EMPLOYMENT AND NONCOMPETITION AGREEMENT --------------------------------------- THIS EMPLOYMENT AND NONCOMPETITION AGREEMENT (this "Agreement"), dated as of the 22nd day of September, 1995, by and between MK HOLDINGS, INC., an Illinois...Employment and Noncompetition Agreement • January 3rd, 1997 • Motors & Gears Inc • Illinois
EXHIBIT 10.20 EMPLOYMENT AND NONCOMPETITION AGREEMENT --------------------------------------- THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of the 22nd day of September, 1995, by and between MK HOLDINGS, INC., an Illinois corporation...Employment Agreement • January 3rd, 1997 • Motors & Gears Inc • Illinois
EXHIBIT 4.7 SWINGLINE NOTE --------------Swingline Note • January 3rd, 1997 • Motors & Gears Inc • New York
MK HOLDINGS, INC. SECURED NOTE DUE DECEMBER 26, 1996Secured Note • January 3rd, 1997 • Motors & Gears Inc
EXHIBIT 10.15 INTERCOMPANY NOTE -----------------Intercompany Note • January 3rd, 1997 • Motors & Gears Inc • New York
FOR VALUE RECEIVED, MERKLE-KORFF INDUSTRIES, INC., an Illinois corporation (the "Payor"), hereby promises to pay on demand to the order of Motors and Gears Industries, Inc., or its assigns (the "Payee"), in lawful money of the United States of America in immediately available funds, at such location in the United States of America as the Payee shall from time to time designate, the unpaid principal amount of all loans and advances made by the Payee to the Payor.
EXHIBIT 4.3 MOTORS AND GEARS, INC. ________________________________________ $100,000,000 10 3/4% SERIES C SENIOR NOTES DUE 2006 AND $270,000,000 10 3/4% SERIES D SENIOR NOTES DUE 2006 ________________________________________ ___________________...Indenture • January 12th, 1998 • Motors & Gears Inc • Motors & generators • New York
Amendment No. 1 to Agreement for Purchase and Sale of Stock This Amendment No. 1 ("Amendment") dated as of the 15th day of May 1998 is made by and between Advanced D.C. Holdings, Inc., a Delaware corporation ("Holdings"), William E. Rodgers, Joseph A....Agreement for Purchase and Sale of Stock • February 4th, 1999 • Motors & Gears Inc • Motors & generators
EXHIBIT 10.14 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND ACCORDINGLY MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION...Non-Negotiable Subordinated Note • January 12th, 1998 • Motors & Gears Inc • Motors & generators
WITNESSETH: ----------Tax Sharing Agreement • January 3rd, 1997 • Motors & Gears Inc • Illinois
EXHIBIT 10.18 INDUSTRIAL BUILDING LEASE ------------------------- This Industrial Building Lease (the "Lease") is made as of the 22nd day of September, 1995, by and between FJM REALTY, INC., an Illinois corporation (hereafter referred to as...Industrial Building Lease • January 3rd, 1997 • Motors & Gears Inc
Exhibit 10.7 PROPERTIES SERVICES AGREEMENT ----------------------------- THIS PROPERTIES SERVICES AGREEMENT (this "Agreement") is made and entered into as of this 25th day of July, 1997, by and among JI Properties, Inc., a Delaware corporation ("JI...Properties Services Agreement • January 12th, 1998 • Motors & Gears Inc • Motors & generators • Illinois
Execution Copy GUARANTOR SECURITY AGREEMENT THIS GUARANTOR SECURITY AGREEMENT is made as of the 12th day of April, 2002 by Kinetek, Inc., a Delaware corporation ("Guarantor") in favor of U.S. Bank National Association, as Trustee (the "Trustee") for...Guarantor Security Agreement • May 8th, 2002 • Kinetek Inc • Motors & generators • New York
BETWEEN LODGE 2164 INTERNATIONAL ASSOCIATION OF MACHINISTS & AEROSPACE WORKERS (AFL - CIO) AND THE IMPERIAL ELECTRIC COMPANY AKRON, OHIO AND EFFECTIVE JUNE 28, 1995 TO JUNE 27, 2000Working Agreement • January 3rd, 1997 • Motors & Gears Inc
Exhibit 4.2 THIS FIRST SUPPLEMENTAL INDENTURE, dated as of December 17, 1997, is between MOTORS & GEARS, INC., a Delaware corporation (the "Company"), and STATE STREET BANK AND TRUST COMPANY, as trustee (herein called the "Trustee"). PRELIMINARY...Supplemental Indenture • January 12th, 1998 • Motors & Gears Inc • Motors & generators • New York
Exhibit ____ AGREEMENT TO JOIN IN THE FILING OF CONSOLIDATED INCOME TAX RETURNS THIS AGREEMENT is made and entered into this 14th day of December 2001, by and between Jordan Industries, Inc., an Illinois corporation (the "Company"), and each of the...Agreement to Join in the Filing of Consolidated Income Tax Returns • March 29th, 2002 • Kinetek Inc • Motors & generators • Delaware
Exhibit 10.4 THIRD AMENDMENT THIRD AMENDMENT (this "Amendment"), dated as of November 21, 1997, among MOTORS AND GEARS INDUSTRIES, INC., a Delaware corporation (the "Borrower"), the financial institutions party to the Credit Agreement referred to...Credit Agreement • January 12th, 1998 • Motors & Gears Inc • Motors & generators • New York
