Exhibit 99(a) ------------- DISTRIBUTION AGREEMENT ---------------------- THIS DISTRIBUTION AGREEMENT is dated as of December 1, 1997 ("Agreement") and among THE GORMAN-RUPP COMPANY, an Ohio corporation ("Gorman-Rupp"), BANK ONE TRUST COMPANY, N.A.,...Distribution Agreement • February 5th, 1998 • Gorman Rupp Co • Pumps & pumping equipment • Ohio
RECITALSIndemnification Agreement • March 29th, 1999 • Gorman Rupp Co • Pumps & pumping equipment • Ohio
Exhibit (99)(a) --------------- DISTRIBUTION AGREEMENT ---------------------- THIS DISTRIBUTION AGREEMENT is dated as of March 12, 2001 ("Agreement") and among THE GORMAN-RUPP COMPANY, an Ohio corporation ("Gorman- Rupp"), BANK ONE TRUST COMPANY,...Distribution Agreement • April 2nd, 2001 • Gorman Rupp Co • Pumps & pumping equipment • Ohio
RECITALSIndemnification Agreement • March 26th, 2001 • Gorman Rupp Co • Pumps & pumping equipment • Ohio
BY AND AMONGStock Purchase Agreement • March 12th, 2002 • Gorman Rupp Co • Pumps & pumping equipment • Delaware
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • March 9th, 2015 • Gorman Rupp Co • Pumps & pumping equipment • Ohio
This Director Indemnification Agreement, dated as of July 24, 2014 (this “Agreement”), is made by and between The Gorman-Rupp Company, an Ohio corporation (the “Company”), and «First_Name»«Last_Name» (“Indemnitee”).
OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • March 9th, 2015 • Gorman Rupp Co • Pumps & pumping equipment • Ohio
This Officer Indemnification Agreement, dated as of July 25, 2014 (this “Agreement”), is made by and between The Gorman-Rupp Company, an Ohio corporation (the “Company”), and «First_Name»«Last_Name» (“Indemnitee”).
The Gorman-Rupp Company 2015 Omnibus Incentive Plan Performance Share Grant AgreementPerformance Share Grant Agreement • February 26th, 2021 • Gorman Rupp Co • Pumps & pumping equipment • Ohio
THIS PERFORMANCE SHARE GRANT AGREEMENT (the “Agreement”), effective as of , 2021 (the “Grant Date”), is between The Gorman-Rupp Company, an Ohio corporation (the “Company”), and [ ] (the “Grantee”).
The Gorman-Rupp Company 2024 Omnibus Incentive Plan Director Restricted Stock AgreementDirector Restricted Stock Agreement • April 30th, 2024 • Gorman Rupp Co • Pumps & pumping equipment • Ohio
THIS DIRECTOR RESTRICTED STOCK AGREEMENT (the “Agreement”), effective as of ________, 20__ (the “Grant Date”), is between The Gorman-Rupp Company, an Ohio corporation (the “Company”), and [NAME] (the “Grantee”).
SENIOR SUBORDINATED UNSECURED CREDIT AGREEMENT dated as of May 31, 2022 among THE GORMAN-RUPP COMPANY, The other Loan Parties Party Hereto, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., as...Subordination Agreement • June 1st, 2022 • Gorman Rupp Co • Pumps & pumping equipment • New York
SENIOR SUBORDINATED UNSECURED CREDIT AGREEMENT dated as of May 31, 2022 (as it may be amended, restated, supplemented or modified from time to time, this “Agreement”), among THE GORMAN-RUPP COMPANY, as Borrower, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
ASSET PURCHASE AGREEMENT BY AND BETWEEN TUTHILL CORPORATION AND THE GORMAN-RUPP COMPANY Dated April 26, 2022Asset Purchase Agreement • April 27th, 2022 • Gorman Rupp Co • Pumps & pumping equipment • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of April 26, 2022, by and between TUTHILL CORPORATION, a Delaware corporation (“Seller”), and THE GORMAN-RUPP COMPANY, an Ohio corporation (“Buyer”). Buyer and Seller shall sometimes hereinafter be referred to individually as a “Party” and collectively, as the “Parties”.
The Gorman-Rupp Company 2024 Omnibus Incentive Plan Performance Share Grant AgreementPerformance Share Grant Agreement • April 30th, 2024 • Gorman Rupp Co • Pumps & pumping equipment • Ohio
THIS PERFORMANCE SHARE GRANT AGREEMENT (the “Agreement”), effective as of ____________, 20__ (the “Grant Date”), is between The Gorman-Rupp Company, an Ohio corporation (the “Company”), and [NAME] (the “Grantee”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 4th, 2011 • Gorman Rupp Co • Pumps & pumping equipment • Ohio
This Indemnification Agreement (“Agreement”) is made as of the _____ day of , by and between The Gorman-Rupp Company, an Ohio corporation (the “Company”), and (the “Indemnitee”), a Director and an officer of the Company.
AMENDMENT NO. 1 Dated as of June 30, 2023 to CREDIT AGREEMENT Dated as of May 31, 2022Credit Agreement • July 31st, 2023 • Gorman Rupp Co • Pumps & pumping equipment • New York
THIS AMENDMENT NO. 1 (this “Amendment”) is made as of June 30, 2023 by and among The Gorman-Rupp Company (the “Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of May 31, 2022 by and among the Borrower, the subsidiaries of the Borrower from time to time party thereto as Subsidiary Guarantors, the Lenders from time to time party thereto and the Administrative Agent (as further amended, restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Amended Credit Agreement (as defined below).
The Gorman-Rupp Company 2024 Omnibus Incentive Plan Restricted Stock Unit Grant AgreementRestricted Stock Unit Grant Agreement • April 30th, 2024 • Gorman Rupp Co • Pumps & pumping equipment • Ohio
THIS RESTRICTED STOCK UNIT GRANT AGREEMENT (the “Agreement”), effective as of ________, 202__ (the “Grant Date”), is between The Gorman-Rupp Company, an Ohio corporation (the “Company”), and [NAME] (the “Grantee”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 1st, 2022 • Gorman Rupp Co • Pumps & pumping equipment • New York
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of May 31, 2022 by and among THE GORMAN-RUPP COMPANY, an Ohio corporation (the “Borrower”), the Subsidiaries of the Borrower listed on the signature pages hereto (together with the Borrower, the “Initial Grantors,” and together with any additional Subsidiaries, whether now existing or hereafter formed or acquired which become parties to this Security Agreement from time to time, in accordance with the terms of the Credit Agreement (as defined below), by executing a Supplement hereto in substantially the form of Annex I, the “Grantors”), and JPMORGAN CHASE BANK, N.A., a national banking association, in its capacity as administrative agent (the “Administrative Agent”) for itself and for the Secured Parties (as defined in the Credit Agreement identified below).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 10th, 2006 • Gorman Rupp Co • Pumps & pumping equipment • Ohio
This Indemnification Agreement (“Agreement”) is made as of the ____ day of, ____ by ____ and between The Gorman-Rupp Company, an Ohio corporation (the “Company”), and ____ (the “Indemnitee”), a Director and an officer of the Company.
ASSET PURCHASE AGREEMENT by and between NATIONAL PUMP COMPANY and NATIONAL PUMP COMPANY, LLC Dated as of October 1, 2010Asset Purchase Agreement • October 7th, 2010 • Gorman Rupp Co • Pumps & pumping equipment • Ohio
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of this 1st day of October, 2010 (the “Closing Date”), is by and between National Pump Company, an Ohio corporation (the “Buyer”), and National Pump Company, LLC, an Arizona limited liability company (the “Seller”).
THE GORMAN-RUPP COMPANY 6.40% SENIOR SECURED NOTES DUE MAY 31, 2031 NOTE AGREEMENT Dated as of May 31, 2024Note Agreement • June 3rd, 2024 • Gorman Rupp Co • Pumps & pumping equipment • New York
The undersigned, The Gorman-Rupp Company, an Ohio corporation (herein called the “Company”), and the other Persons party hereto as Guarantors, hereby, jointly and severally, agrees with the purchasers named in the Purchaser Schedule attached hereto (herein called the “Purchasers”) as set forth below. Reference is made to paragraph 10 hereof for definitions of capitalized terms used herein and not otherwise defined.
