AndRights Agreement • March 27th, 2002 • Mine Safety Appliances Co • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
RECITAL:Employment Agreement • March 24th, 2000 • Mine Safety Appliances Co • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
FIRST AMENDMENT TO 1987 MANAGEMENT SHARE INCENTIVE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 14th, 1998 • Mine Safety Appliances Co • Orthopedic, prosthetic & surgical appliances & supplies
RECITAL:Employment Agreement • March 24th, 2000 • Mine Safety Appliances Co • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
CREDIT AGREEMENT Dated as of August 31, 2015 among MSA INTERNATIONAL HOLDINGS B.V. and MSA UK HOLDINGS LIMITED, as Borrowers, MSA SAFETY INCORPORATED, as Parent and Guarantor and THE OTHER GUARANTORS PARTY HERETO, BANK OF AMERICA MERRILL LYNCH...Credit Agreement • September 1st, 2015 • MSA Safety Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
This CREDIT AGREEMENT is entered into as of August 31, 2015, among MSA INTERNATIONAL HOLDINGS B.V., a private company with limited liability (besloten vennootschap) incorporated under the Laws of Netherlands, having its corporate seat (statutaire zetel) in Hoorn, the Netherlands, registered with the trade register (handelsregister) of the Chamber of Commerce (Kamer van Koophandel) under number 37137388 (the “Netherlands Borrower”), MSA UK HOLDINGS LIMITED, a company organized under the Laws of England (registered number 9720572) (the “UK Borrower”, and collectively with the Netherlands Borrower, the “Borrowers”, and each individually a “Borrower”), MSA SAFETY INCORPORATED, a Pennsylvania corporation (the “Parent”), GENERAL MONITORS, INC., a Nevada corporation (“GMI”), GENERAL MONITORS TRANSNATIONAL, LLC, a Nevada limited liability company (“GMTL”), MSA ADVANCED DETECTION, LLC, a Pennsylvania limited liability company (“MADL”), MINE SAFETY APPLIANCES COMPANY LLC, a Pennsylvania limited
EXECUTION VERSION ASSET PURCHASE AGREEMENT by and between MINE SAFETY APPLIANCES COMPANYAsset Purchase Agreement • July 21st, 2003 • Mine Safety Appliances Co • Orthopedic, prosthetic & surgical appliances & supplies • New York
300,000,000.00 REVOLVING CREDIT FACILITY FIRST AMENDED AND RESTATED CREDIT AGREEMENT by and among MSA SAFETY INCORPORATED, a Pennsylvania corporation, THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, PNC BANK, NATIONAL ASSOCIATION, as...Credit Agreement • April 23rd, 2014 • MSA Safety Inc • Orthopedic, prosthetic & surgical appliances & supplies
THIS FIRST AMENDED AND RESTATED CREDIT AGREEMENT is dated March 7, 2014 and is made by and among MSA SAFETY INCORPORATED, a Pennsylvania corporation (the "Borrower"), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined) and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (as hereinafter defined) (hereinafter referred to in such capacity as the "Administrative Agent").
EXHIBIT (10)(l) SEVERANCE AGREEMENT -------------------Severance Agreement • August 14th, 1998 • Mine Safety Appliances Co • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
SEVERANCE AGREEMENT ------------------- THIS SEVERANCE AGREEMENT ("Agreement") is made on May 20, 1998, by -- and between Mine Safety Appliances Company, a Pennsylvania corporation (the "Company"), and (the "Executive"). ----------------- WHEREAS, the...Severance Agreement • August 14th, 1998 • Mine Safety Appliances Co • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
FORM OF AMENDED AND RESTATED GUARANTEE AGREEMENTGuarantee Agreement • February 25th, 2015 • MSA Safety Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS AMENDED AND RESTATED GUARANTEE AGREEMENT, dated as of March 7, 2014 (this “Guarantee Agreement”), is made by [Insert Name of Guarantor], a [__________] [corporation/limited liability company] (together with its successors and assigns, the “Guarantor”), in favor of the Purchasers (as defined below) and the other holders from time to time of the Notes (as defined below). The Purchasers and such other holders are herein collectively called the “holders” and individually a “holder.”
GUARANTY AND SURETYSHIP AGREEMENTGuaranty and Suretyship Agreement • November 21st, 2011 • Mine Safety Appliances Co • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
IN CONSIDERATION of credit granted or to be granted by PNC Bank, National Association (“PNC Bank”) and various other financial institutions from time to time (PNC Bank and such other financial institutions are each a “Lender” and collectively, the “Lenders”) pursuant to that certain Credit Agreement, dated October 13, 2010, by and among Mine Safety Appliances Company, a Pennsylvania corporation (the “Debtor”), the Guarantors (as defined in the Credit Agreement) party thereto, the Lenders and PNC Bank, as administrative agent for the Lenders (PNC Bank, in such capacity, the “Agent”) (as amended, modified, supplemented or restated from time to time, the “Credit Agreement”), intending to be legally bound hereby, and to induce the Lenders to maintain or extend credit to the Debtor, MSA International, Inc., a Delaware corporation (the “Guarantor”), effective the 18th day of November, 2011 (the “Effective Date”), hereby jointly and severally with each of the other Guarantors (as defined in t
900,000,000.00 REVOLVING CREDIT FACILITY FOURTH AMENDED AND RESTATED CREDIT AGREEMENT by and among MSA SAFETY INCORPORATED, a Pennsylvania corporation, THE OTHER BORROWERS PARTY HERETO, THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, PNC BANK,...Credit Agreement • May 26th, 2021 • MSA Safety Inc • Orthopedic, prosthetic & surgical appliances & supplies
THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT is dated May 24, 2021 and is made by and among MSA SAFETY INCORPORATED, a Pennsylvania corporation (the “US Borrower” or the “Company”), MSA UK HOLDINGS LIMITED, a private limited company incorporated in England and Wales with registered number 09720572 (“MSA UK”), MSA GREAT BRITAIN HOLDINGS LIMITED, a private limited company incorporated in England and Wales with registered number 13146630 (“MSA Great Britain”), MSA INTERNATIONAL HOLDINGS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands and registered with the Dutch trade register under number 37137388 (“MSA Netherlands”), each DESIGNATED FOREIGN BORROWER (as hereinafter defined) from time to time party hereto, each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined) and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders u
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 24th, 2014 • Mine Safety Appliances Co • Orthopedic, prosthetic & surgical appliances & supplies • New York
MINE SAFETY APPLIANCES COMPANY, a Pennsylvania corporation (together with its successors and assigns, the "Company''), agrees with each of the purchasers whose names appear at the end hereof (each a "Purchaser" and, collectively, the "Purchasers") as follows:
SHARE PURCHASE AGREEMENT by and among The Shareholders of GMIL, as Sellers, Joseph A. Sperske (as the Sellers’ Representative), Mine Safety Fifty Ireland Limited, and Mine Safety Appliances Company Dated as of September 7, 2010Share Purchase Agreement • September 13th, 2010 • Mine Safety Appliances Co • Orthopedic, prosthetic & surgical appliances & supplies • New York
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 7th, 2014 • MSA Safety Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
AGREEMENT AND PLAN OF MERGER, dated as of March 7, 2014 (this “Agreement”), by and among Mine Safety Appliances Company, a Pennsylvania corporation (“Old MSA”), MSA Safety Incorporated, a Pennsylvania corporation (“New MSA”), and Project Q Merger Sub Corp., a Pennsylvania corporation (“Merger Sub”). Old MSA and Merger Sub are hereinafter collectively referred to as the “Constituent Corporations.”
AMENDMENT NO. 1 TO AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENTAnd Private Shelf Agreement • December 17th, 2015 • MSA Safety Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
AMENDMENT NO. 1 TO AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT, dated as of December 11, 2015 (this “Agreement”), is among MSA SAFETY INCORPORATED, a Pennsylvania corporation (the “Company”), MINE SAFETY APPLIANCES COMPANY, LLC, a Pennsylvania limited liability company (“MSA”), each of the Guarantors signatory hereto, PRUDENTIAL INVESTMENT MANAGEMENT, INC. (“Prudential”) and each of the holders of Notes (as defined below) (collectively, the “Noteholders”).
SECOND AMENDED AND RESTATED MULTI-CURRENCY NOTE PURCHASE AND PRIVATE SHELF AGREEMENTMulti-Currency Note Purchase and Private Shelf Agreement • January 28th, 2016 • MSA Safety Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
MSA SAFETY INCORPORATED, a Pennsylvania corporation (together with its successors and assigns, the “Company”) and MINE SAFETY APPLIANCES COMPANY, LLC, a Pennsylvania limited liability company (as successor to Mine Safety Appliances Company, a Pennsylvania corporation) (together with its successors and assigns, “MSA”), agree with Prudential and each of the Purchasers as set forth below.
December 30, 2022MSA Safety Inc • January 6th, 2023 • Orthopedic, prosthetic & surgical appliances & supplies
Reference is made to that certain Fourth Amended and Restated Credit Agreement, dated as of May 24, 2021, by and among MSA Safety Incorporated (the “Company” or “you”), the other Borrowers (as defined therein) party thereto, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein) party thereto and PNC Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) (as previously or as hereinafter may be further amended, modified, supplemented or restated from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Credit Agreement.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 21st, 2011 • Mine Safety Appliances Co • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
First Amendment to Credit Agreement, dated November 16, 2011 (the “Execution Date”), to become effective November 18, 2011 (the “Effective Date”) (provided that the consent given by the Administrative Agent and Lenders pursuant to Section 21 hereof shall be effective as of the Execution Date), by and among Mine Safety Appliances Company, a Pennsylvania corporation (the “Borrower”), each of the Guarantors (as defined in the Credit Agreement (as defined below)) party hereto, PNC Bank, National Association (“PNC Bank”) and various other financial institutions party hereto (PNC Bank and such other financial institutions are collectively, the “Lenders”), and PNC Bank, in its capacity as administrative agent for the Lenders (hereinafter referred to in such capacity as the “Administrative Agent”) (the “First Amendment”).
AMENDMENT NO. 1 AND WAIVER TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 24th, 2014 • Mine Safety Appliances Co • Orthopedic, prosthetic & surgical appliances & supplies • New York
AMENDMENT NO. 1 AND WAIVER TO NOTE PURCHASE AGREEMENT, dated as of February 12, 2014 (this “Agreement”), is by and among MINE SAFETY APPLIANCES COMPANY, a Pennsylvania corporation (the “Company”), and each of the holders of Notes (as defined below) (collectively, the “Noteholders”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED MULTI-CURRENCY NOTE PURCHASE AND PRIVATE SHELF AGREEMENTGuarantee Agreement • September 10th, 2018 • MSA Safety Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
MSA SAFETY INCORPORATED, a Pennsylvania corporation (together with its successors and assigns, the “Company”) and MINE SAFETY APPLIANCES COMPANY, LLC, a Pennsylvania limited liability company (as successor to Mine Safety Appliances Company, a Pennsylvania corporation) (together with its successors and assigns, “MSA”), agreeagrees with Prudential and each of the Purchasers as set forth below.
CREDIT AGREEMENT by and among MSA SAFETY INCORPORATED, a Pennsylvania corporation, as BORROWER THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, JPMORGAN CHASE BANK, N.A. and BANK OF...Credit Agreement • January 6th, 2023 • MSA Safety Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
THIS CREDIT AGREEMENT is dated January 5, 2023 and is made by and among MSA SAFETY INCORPORATED, a Pennsylvania corporation (the “Borrower” or the “Company”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined) and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (as hereinafter defined) (hereinafter referred to in such capacity as the “Administrative Agent”).
AMENDMENT NO. 1 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • February 24th, 2014 • Mine Safety Appliances Co • Orthopedic, prosthetic & surgical appliances & supplies • New York
AMENDMENT NO. 1 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT, dated as of April 5, 2012 (this “Agreement”), is among MINE SAFETY APPLIANCES COMPANY, a Pennsylvania corporation (the “Company”), PRUDENTIAL INVESTMENT MANAGEMENT, INC. (“Prudential”) and each of the holders of Notes (as defined below) (collectively, the “Noteholders”).
MSA SAFETY INCORPORATED 4.00% Amended and Restated Series A Senior Notes due October 13, 2021 3.40% Series B Senior Notes due January 22, 2031 2.69% Series C Senior Notes due July 1, 2036 Up to $335,000,000 (or the equivalent in Applicable Currencies)...Msa Safety Incorporated • July 16th, 2021 • MSA Safety Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
MSA SAFETY INCORPORATED, a Pennsylvania corporation (together with its successors and assigns, the “Company”) agrees with Prudential and each of the Purchasers as set forth below.
AMENDMENT NO. 1 TO EQUITY PURCHASE AGREEMENT DATED SEPTEMBER 7, 2010Equity Purchase Agreement • October 19th, 2010 • Mine Safety Appliances Co • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Amendment No. 1 (this “Amendment”) to that certain Purchase Agreement (as defined herein), dated as of October 13, 2010, is by and among Joseph A. Sperske, in his capacity as the Members’ Representative (the “Members’ Representative”), and Mine Safety Appliances Company, a Pennsylvania corporation (“Buyer”).
AMENDMENT NO. 1 TO MASTER NOTE FACILITYMaster Note Facility • December 17th, 2015 • MSA Safety Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
AMENDMENT NO. 1 TO MASTER NOTE FACILITY, dated as of December 11, 2015 (this “Agreement”), is among MSA SAFETY INCORPORATED, a Pennsylvania corporation (the “Company”) and NYL INVESTORS LLC, a Delaware limited liability company (“New York Life”).
CHANGE-IN-CONTROL SEVERANCE AGREEMENTChange-in-Control Severance Agreement • April 30th, 2009 • Mine Safety Appliances Co • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
THIS CHANGE-IN-CONTROL SEVERANCE AGREEMENT (“Agreement”) is made on , 2008, by and between Mine Safety Appliances Company, a Pennsylvania corporation (the “Company”), and (the “Executive”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among MSA WORLDWIDE, LLC, MINE SAFETY APPLIANCES COMPANY, LLC, SAG MAIN HOLDINGS, LLC and solely for purposes of Article V hereof MSA SAFETY JACKSONVILLE MANUFACTURING, LLC Dated as of January 5, 2023Membership Interest Purchase Agreement • January 6th, 2023 • MSA Safety Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of January 5, 2023 (this “Agreement”), is made and entered into by and among MSA Worldwide, LLC, a Pennsylvania limited liability company (“Seller”), Mine Safety Appliances Company, LLC, a Pennsylvania limited liability company (the “Company”), Sag Main Holdings, LLC, a Delaware limited liability company (“Buyer”), and, solely for purposes of Article V hereof, MSA Safety Jacksonville Manufacturing, LLC, a Pennsylvania limited liability company (“MSA Jacksonville”). Seller, Buyer, the Company and, solely for purposes of Article V hereof, MSA Jacksonville, are each referred to individually as a “Party” and collectively as the “Parties”.
AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • February 25th, 2015 • MSA Safety Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
MSA SAFETY INCORPORATED, a Pennsylvania corporation (together with its successors and assigns, the “Company”) and MINE SAFETY APPLIANCES COMPANY, LLC, a Pennsylvania limited liability company (as successor to Mine Safety Appliances Company, a Pennsylvania corporation) (together with its successors and assigns, “MSA”), agree with Prudential and each of the Purchasers as set forth below.
andRights Agreement • February 25th, 1997 • Mine Safety Appliances Co • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
AMENDMENT NO. 3 AND WAIVER TO NOTE PURCHASE AGREEMENTWaiver to Note Purchase Agreement • February 24th, 2014 • Mine Safety Appliances Co • Orthopedic, prosthetic & surgical appliances & supplies • New York
AMENDMENT NO. 3 AND WAIVER TO NOTE PURCHASE AGREEMENT (this “Waiver”), dated as of February 12, 2014, by and among MINE SAFETY APPLIANCES COMPANY, a Pennsylvania corporation (the “Company”), each of the Guarantors signatory hereto, PRUDENTIAL INVESTMENT MANAGEMENT, INC. (“Prudential”) and each of the holders of Notes (as defined below) (collectively, the “Noteholders”).
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED MULTI-CURRENCY NOTE PURCHASE AND PRIVATE SHELF AGREEMENTShelf Agreement • May 26th, 2021 • MSA Safety Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED MULTICURRENCY NOTE PURCHASE AND PRIVATE SHELF AGREEMENT, dated as of May 24, 2021 (this “Agreement”), is among MSA SAFETY INCORPORATED, a Pennsylvania corporation (the “Company”), each of the Guarantors signatory hereto, PGIM, INC. (“Prudential”) and each of the holders of Notes (as defined below) (collectively, the “Noteholders”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 17th, 2015 • MSA Safety Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
AMENDMENT NO. 1 TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, dated as of December 11, 2015 (this “Agreement”), is among MSA SAFETY INCORPORATED, a Pennsylvania corporation (the “Company”), MINE SAFETY APPLIANCES COMPANY, LLC, a Pennsylvania limited liability company (“MSA”), each of the Guarantors signatory hereto and each of the holders of Notes (as defined below) (collectively, the “Noteholders”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT AMONG MSA WORLDWIDE, LLC, GLOBE HOLDING COMPANY, LLC, SELLERS, SELLERS’ REPRESENTATIVE AND PRINCIPALSMembership Interest Purchase Agreement • June 28th, 2017 • MSA Safety Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Membership Interest Purchase Agreement (this “Agreement”) is entered into as of June 27, 2017, by and among MSA Worldwide, LLC, a Pennsylvania limited liability company (“Buyer”), Globe Holding Company, LLC, a New Hampshire limited liability company (“Target”), the members of Target listed on Exhibit A (collectively, “Sellers” and, each individually, a “Seller”), Donald D. Welch, II, as Sellers’ Representative (as defined herein) for the purposes described herein, and each of George E. Freese, III, Robert A. Freese, and Donald D. Welch, II (collectively, “Principals”) for the purposes described herein. Buyer, Sellers, Sellers’ Representative, Principals and Target are referred to collectively herein as the “Parties” and individually as a “Party”.
AMENDMENT NO. 1 AND CONSENT TO SECOND AMENDED AND RESTATED MASTER NOTE FACILITYMaster Note Facility • January 6th, 2023 • MSA Safety Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
AMENDMENT NO. 1 AND CONSENT TO SECOND AMENDED AND RESTATED MASTER NOTE FACILITY, dated as of December 30, 2022 (this “Agreement”), is among MSA SAFETY INCORPORATED, a Pennsylvania corporation (the “Company”), each of the Guarantors signatory hereto, NYL Investors LLC (“New York Life”) and each of the holders of Notes (as defined below) (collectively, the “Noteholders”).
