Gates Industrial Corporation plc Ordinary Shares, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • March 29th, 2022 • Gates Industrial Corp PLC • General industrial machinery & equipment • New York
Certain stockholders of Gates Industrial Corporation plc, a public limited company incorporated under the laws of England and Wales (the “Company”), named in Schedule I hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein and in the manner stated herein, to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 5,000,000 ordinary shares, par value $0.01 per share (the “Ordinary Shares”), of the Company and, at the election of the Underwriters, up to 750,000 additional Ordinary Shares of the Company. The aggregate of 5,000,000 Ordinary Shares to be sold by the Selling Stockholders are herein called the “Firm Shares” and the aggregate of up to 750,000 additional Ordinary Shares to be sold by the Selling Stockholders are herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase p
Gates Industrial Corporation plc Ordinary Shares, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • January 12th, 2018 • Gates Industrial Corp PLC • General industrial machinery & equipment • New York
Gates Industrial Corporation plc, a public limited company incorporated under the laws of England and Wales (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] ordinary shares, par value $0.01 per share (the “Ordinary Shares”), of the Company and, at the election of the Underwriters, up to [●] additional Ordinary Shares of the Company. The aggregate of [●] Ordinary Shares to be sold by the Company are herein called the “Firm Shares” and the aggregate of up to [●] additional Ordinary Shares to be sold by the Company are herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
INDENTURE Dated as of June 26, 2014 Among GATES GLOBAL LLC, as the Issuer, GATES GLOBAL CO., as the Co-Issuer, the Guarantors from time to time party hereto and U.S. BANK NATIONAL ASSOCIATION, as Trustee, Escrow Agent, Dollar Transfer Agent, Dollar...Indenture • December 27th, 2017 • Gates Industrial Corp PLC • General industrial machinery & equipment • New York
INDENTURE, dated as of June 26, 2014, among Gates Global LLC, a Delaware limited liability company (the “Issuer”), Gates Global Co., a Delaware corporation wholly owned by the Issuer (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the Guarantors (as defined herein) from time to time party hereto, U.S. Bank National Association, as Trustee, Escrow Agent, Dollar Transfer Agent and Dollar Registrar, Elavon Financial Services Limited, UK Branch, as Euro Paying Agent and Euro Transfer Agent and Elavon Financial Services Limited, as Euro Registrar.
Gates Industrial Corporation plc Ordinary Shares, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • August 13th, 2021 • Gates Industrial Corp PLC • General industrial machinery & equipment • New York
Certain stockholders of Gates Industrial Corporation plc, a public limited company incorporated under the laws of England and Wales (the “Company”), named in Schedule I hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein and in the manner stated herein, to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 25,000,000 ordinary shares, par value $0.01 per share (the “Ordinary Shares”), of the Company and, at the election of the Underwriters, up to 3,750,000 additional Ordinary Shares of the Company. The aggregate of 25,000,000 Ordinary Shares to be sold by the Selling Stockholders are herein called the “Firm Shares” and the aggregate of up to 3,750,000 additional Ordinary Shares to be sold by the Selling Stockholders are herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purc
Gates Industrial Corporation plc Ordinary Shares, par value $0.01 per share [Form of Selling Stockholders] Underwriting AgreementGates Industrial Corp PLC • August 26th, 2022 • General industrial machinery & equipment • New York
Certain stockholders of Gates Industrial Corporation plc, a public limited company incorporated under the laws of England and Wales (the “Company”), named in Schedule I hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein and in the manner stated herein, to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (“you” or the “Representatives”), an aggregate of [●] ordinary shares, par value $0.01 per share (the “Ordinary Shares”), of the Company and, at the election of the Underwriters, up to [●] additional Ordinary Shares of the Company. The aggregate of [●] Ordinary Shares to be sold by the Selling Stockholders are herein called the “Firm Shares” and the aggregate of up to [●] additional Ordinary Shares to be sold by the Selling Stockholders are herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to
SECURITY AGREEMENT dated as of July 3, 2014 among THE GRANTORS IDENTIFIED HEREIN and CITIBANK, N.A., as Collateral AgentSecurity Agreement • December 27th, 2017 • Gates Industrial Corp PLC • General industrial machinery & equipment • Ontario
SECURITY AGREEMENT dated as of July 3, 2014, among the Grantors (as defined below) and Citibank, N.A., as Collateral Agent for the Secured Parties (in such capacity, the “Collateral Agent”).
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • November 22nd, 2021 • Gates Industrial Corp PLC • General industrial machinery & equipment • New York
This CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of July 3, 2014, as amended by Amendment No. 1 on April 7, 2017, as amended by Amendment No. 2 on November 22, 2017, as amended by Amendment No. 3 on January 24, 2018 andand 2018, as amended by Amendment No. 4 on February 24, 2021 among omaha holdings llcand as amended by Amendment No. 5 on November 18, 2021 among OMAHA HOLDINGS LLC, a Delaware limited liability company, Gates global llcGATES GLOBAL LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto from time to time, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • February 14th, 2019 • Gates Industrial Corp PLC • General industrial machinery & equipment • Colorado
THIS AGREEMENT (the “Agreement”) by and between Gates Industrial Corporation plc., a company registered in England and Wales (the “Company”), and the individual named on the Participant Master Signature Page hereto (the “Participant”) is made on the date set forth on such Participant Master Signature Page.
3- Section 3.3. GOVERNING LAW, ETC. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 10.15(b) and 10.16 of the Credit Agreement are incorporated herein and apply to this...Credit Agreement • May 4th, 2023 • Gates Industrial Corp PLC • General industrial machinery & equipment
AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • November 21st, 2022 • Gates Industrial Corp PLC • General industrial machinery & equipment • New York
This CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of July 3, 2014, as amended by Amendment No. 1 on April 7, 2017, as amended by Amendment No. 2 on November 22, 2017, as amended by Amendment No. 3 on January 24, 2018, as amended by Amendment No. 4 on February 24, 2021 and, as amended by Amendment No. 5 on November 18, 2021, and as amended by Amendment No. 6 on November 16, 2022 among omaha holdings llc, a Delaware limited liability company, Gates global llc, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto from time to time, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
INDENTURE Dated as of November 22, 2019 Among GATES GLOBAL LLC, as the Issuer, GATES CORPORATION, as the Co-Issuer, the Subsidiary Guarantors from time to time party hereto and U.S. BANK NATIONAL ASSOCIATION, as Trustee $568,000,000 6.25% SENIOR NOTES...Indenture • November 27th, 2019 • Gates Industrial Corp PLC • General industrial machinery & equipment • New York
INDENTURE, dated as of November 22, 2019, among Gates Global LLC, a Delaware limited liability company (the “Issuer”), Gates Corporation, a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers” and each “an Issuer”), the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto, U.S. Bank National Association, as Trustee.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 29th, 2018 • Gates Industrial Corp PLC • General industrial machinery & equipment • New York
This Registration Rights Agreement (as amended from time to time, this “Agreement”) is dated as of January 29, 2018, and is between Gates Industrial Corporation plc, a public limited company organized under the laws of England and Wales (the “Company”), and the Blackstone Parties (as defined below).
SHAREHOLDERS AGREEMENTShareholders Agreement • January 29th, 2018 • Gates Industrial Corp PLC • General industrial machinery & equipment • New York
This Shareholders’ Agreement is entered into as of January 29, 2018 by and among Gates Industrial Corporation plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and each of the other parties from time to time party hereto (collectively, the “Shareholders”).
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • February 14th, 2019 • Gates Industrial Corp PLC • General industrial machinery & equipment • Colorado
THIS AGREEMENT (the “Agreement”) by and between Gates Industrial Corporation plc, a company registered in England and Wales (the “Company”), and the individual named on the Participant Master Signature Page hereto (the “Participant”) is made on the date set forth on such Participant Master Signature Page.
MANAGEMENT EQUITY SUBSCRIPTION AGREEMENTManagement Equity Subscription Agreement • February 14th, 2019 • Gates Industrial Corp PLC • General industrial machinery & equipment
THIS MANAGEMENT EQUITY SUBSCRIPTION AGREEMENT (the “Agreement”) by and between Gates Industrial Corporation plc, a company registered in England and Wales (the “Company”), and the individual named on the Participant Master Signature Page hereto (the “Participant”) is made on the date set forth on such Participant Master Signature Page.
SUPPORT AND SERVICES AGREEMENTSupport and Services Agreement • January 29th, 2018 • Gates Industrial Corp PLC • General industrial machinery & equipment • New York
This SUPPORT AND SERVICES AGREEMENT (this “Agreement”) is dated as of January 29, 2018, and is among Gates Industrial Corporation plc, a public limited company incorporated under the laws of England and Wales (the “Company”), Gates Corporation, a Delaware corporation (“Gates Corporation” and, together with the Company, the “New Gates Parties”), Blackstone Capital Partners (Cayman) VI L.P., an exempted limited partnership organized under the laws of the Cayman Islands (together with its affiliated co-investing funds, “BCP”), and Blackstone Management Partners L.L.C., a Delaware limited liability company (“BMP”) affiliated with The Blackstone Group L.P. (“Blackstone”), and Blackstone Tactical Opportunities Advisors L.L.C., a Delaware limited liability company affiliated with Blackstone (“BTOA” and, together with BMP, the “Managers”).
MONITORING FEE AGREEMENTMonitoring Fee Agreement • January 29th, 2018 • Gates Industrial Corp PLC • General industrial machinery & equipment • New York
This MONITORING FEE AGREEMENT (this “Agreement”) is dated as of January 29, 2018, and is among Gates Industrial Corporation plc, a public limited company incorporated under the laws of England and Wales (the “Company”), Gates Corporation, a Delaware corporation (“Gates Corporation” and, together with the Company, the “New Gates Parties”), Blackstone Management Partners L.L.C., a Delaware limited liability company (“BMP”) affiliated with The Blackstone Group L.P. (“Blackstone”), and Blackstone Tactical Opportunities Advisors L.L.C., a Delaware limited liability company affiliated with Blackstone (“BTOA” and, together with BMP, the “Managers”).
3- Section 3.4. Headings. Article and Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or be taken into consideration in interpreting, this Amendment....Credit Agreement • May 4th, 2023 • Gates Industrial Corp PLC • General industrial machinery & equipment • New York
AGREEMENT DATED January 29, 2018 COMPUTERSHARE TRUST COMPANY, N.A. GATES INDUSTRIAL CORPORATION PLC AND HOLDERS OF DEPOSITARY RECEIPTS AGREEMENT FOR THE PROVISION OF DEPOSITARY SERVICES AND CUSTODY SERVICES IN RESPECT OF GATES INDUSTRIAL CORPORATION...Agreement • January 29th, 2018 • Gates Industrial Corp PLC • General industrial machinery & equipment • New York
CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE IN FULL OF ALL CLAIMSConfidential Separation Agreement • March 18th, 2020 • Gates Industrial Corp PLC • General industrial machinery & equipment
This CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE IN FULL OF ALL CLAIMS (the “Agreement”) is made, as of March 13, 2020 (the “Effective Date”), by and between:
RETIREMENT, TRANSITION AND CONSULTING AGREEMENTRetirement, Transition and Consulting Agreement • May 11th, 2021 • Gates Industrial Corp PLC • General industrial machinery & equipment • Colorado
This Retirement, Transition and Consulting Agreement (this “Agreement”) is made as of May 7, 2021 (the “Effective Date”), by and among Gates Corporation (the “Company”), Gates Industrial Corporation plc (the “Parent”), and Roger Gaston (the “Executive”).
AMENDMENT NO. 8 TO CREDIT AGREEMENTCredit Agreement • November 3rd, 2023 • Gates Industrial Corp PLC • General industrial machinery & equipment • New York
AMENDMENT NO. 8 TO CREDIT AGREEMENT, dated as of October 10, 2023 (this “Amendment”), among OMAHA HOLDINGS LLC, a Delaware limited liability company (“Holdings”), GATES GLOBAL LLC (the “Borrower”), GATES CORPORATION (the “Co-Borrower”), each of the Guarantors party hereto, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent (in such capacity and including any permitted successor or assign, the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below), the Lenders party hereto and CITIBANK, N.A., as the New Lender (as defined below).
RETIREMENT AND TRANSITION AGREEMENTRetirement and Transition Agreement • July 29th, 2022 • Gates Industrial Corp PLC • General industrial machinery & equipment • Colorado
This Retirement and Transition Agreement (“Agreement”) is made as of July 25, 2022 (the “Effective Date”), by and among Gates Corporation (“Company”), Gates Industrial Corporation plc (“Parent”), and Walter Lifsey (the “Executive”).
INDENTURE Dated as of June 4, 2024 Among GATES CORPORATION, as the Issuer, the Guarantors from time to time party hereto and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee $500,000,000 6.875% SENIOR NOTES DUE 2029Indenture • June 4th, 2024 • Gates Industrial Corp PLC • General industrial machinery & equipment • New York
INDENTURE, dated as of June 4, 2024, among Gates Corporation, a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) listed on the signature pages hereto, and U.S. Bank Trust Company, National Association, as Trustee.
SEPARATION AGREEMENTSeparation Agreement • December 27th, 2017 • Gates Industrial Corp PLC • General industrial machinery & equipment • Colorado
This Separation Agreement (“Agreement”) is made as of May 14, 2017, between Rasmani Bhattacharya (“You” and “Your”) and Gates Corporation (the “Company”).
AMENDMENT NO. 9 TO CREDIT AGREEMENTCredit Agreement • June 4th, 2024 • Gates Industrial Corp PLC • General industrial machinery & equipment • New York
This CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of July 3, 2014, (as amended by Amendment No. 1 on April 7, 2017, as amended by Amendment No. 2 on November 22, 2017, as amended by Amendment No. 3 on January 24, 2018, as amended by Amendment No. 4 on February 24, 2021, as amended by Amendment No. 5 on November 18, 2021, as amended by Amendment No. 6 on November 16, 2022, as amended by Amendment No. 7 on March 1, 2023 and, as amended by Amendment No. 8 on October 10, 2023 among omaha holdings llc, a Delaware limited liability company, Gates global llc, a Delaware limited liability company and as amended by Amendment No. 9 on June 4, 2024 and as further amended, modified, refinanced and/or restated from time to time, this “Agreement”), among Gates Industrial Holdco Limited, a corporation incorporated under the laws of England and Wales, with registered number 10986334 having its registered offi
DEED OF INDEMNITY made by GATES INDUSTRIAL CORPORATION PLC andGates Industrial Corp PLC • January 8th, 2018 • General industrial machinery & equipment
