and FIRST UNION NATIONAL BANK, as Trustee INDENTUREIndenture • June 10th, 1999 • Fairfield Manufacturing Co Inc • Industrial & commercial fans & blowers & air purifing equip • New York
FAIRFIELD MANUFACTURING COMPANY, INC. as Issuer andSecurities Purchase Agreement • April 9th, 1997 • Fairfield Manufacturing Co Inc • Industrial & commercial fans & blowers & air purifing equip • New York
Exhibit 10.26 REGISTRATION RIGHTS AGREEMENT Dated as of May 19, 1999Registration Rights Agreement • June 10th, 1999 • Fairfield Manufacturing Co Inc • Industrial & commercial fans & blowers & air purifing equip • New York
ARTICLE I THE MERGERMerger Agreement • April 9th, 1997 • Fairfield Manufacturing Co Inc • Industrial & commercial fans & blowers & air purifing equip • Delaware
INDENTUREIndenture • April 9th, 1997 • Fairfield Manufacturing Co Inc • Industrial & commercial fans & blowers & air purifing equip • New York
RECITALS:Loan Agreement • November 13th, 1998 • Fairfield Manufacturing Co Inc • Industrial & commercial fans & blowers & air purifing equip • New York
Exhibit 99.3 [Form of Exchange Agent Agreement] UNITED STATES TRUST COMPANY OF NEW YORK EXCHANGE AGENT AGREEMENTExchange Agent Agreement • April 9th, 1997 • Fairfield Manufacturing Co Inc • Industrial & commercial fans & blowers & air purifing equip • New York
RECITALS:Loan Agreement • July 2nd, 1999 • Fairfield Manufacturing Co Inc • Industrial & commercial fans & blowers & air purifing equip • New York
RECITALS:Loan Agreement • April 9th, 1997 • Fairfield Manufacturing Co Inc • Industrial & commercial fans & blowers & air purifing equip • New York
ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS 1 SECTION 1.1 DEFINED TERMS 1 SECTION 1.2 USE OF DEFINED TERMS 27 SECTION 1.3 ACCOUNTING TERMS 27 SECTION 1.4 ROUNDING 27 SECTION 1.5 EXHIBITS AND SCHEDULES 28 SECTION 1.6 MISCELLANEOUS TERMS 28 ARTICLE 2...Loan Agreement • February 29th, 2000 • Fairfield Manufacturing Co Inc • Industrial & commercial fans & blowers & air purifing equip • New York
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement"), dated as of August 4, 1998, between Fairfield Manufacturing Company, Inc., a Delaware corporation (the "Company"), and Mr. Stephen K. Clough (the "Executive"). The parties agree as follows:...Employment Agreement • November 13th, 1998 • Fairfield Manufacturing Co Inc • Industrial & commercial fans & blowers & air purifing equip • Indiana
RECITALS:Loan Agreement • November 14th, 2000 • Fairfield Manufacturing Co Inc • Industrial & commercial fans & blowers & air purifing equip • New York
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • October 16th, 2001 • Fairfield Manufacturing Co Inc • Industrial & commercial fans & blowers & air purifing equip • New York
THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this "Amendment"), made and entered into as of August 13, 2001, by and between FAIRFIELD MANUFACTURING COMPANY, INC., a Delaware corporation ("Borrower"), and GENERAL ELECTRIC CAPITAL CORPORATION, [a Delaware corporation, as successor by merger to General Electric Capital Corporation,] a New York corporation ("GE Capital"), as sole "Lender" under the "Loan Agreement" hereinafter referred to and as agent for itself and the other "Lenders" who may hereafter become parties to the Loan Agreement (GE Capital, in such capacity, the "Agent").
THIRD AMENDMENT TO MORTGAGE , ASSIGNMENT OF LEASES, RENTS AND PROFITS, SECURITY AGREEMENT AND FIXTURE FILING THIS THIRD AMENDMENT ("Amendment"), dated as of October 12, 1998 between FAIRFIELD MANUFACTURING COMPANY, INC., a Delaware corporation, having...Mortgage, Assignment of Leases, Rents and Profits, Security Agreement and Fixture Filing • November 13th, 1998 • Fairfield Manufacturing Co Inc • Industrial & commercial fans & blowers & air purifing equip
FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 26th, 2002 • Fairfield Manufacturing Co Inc • Industrial & commercial fans & blowers & air purifing equip • New York
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this "Amendment"), made and entered into as of March 18, 2002, by and between FAIRFIELD MANUFACTURING COMPANY, INC., a Delaware corporation ("Borrower"), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as successor by merger to General Electric Capital Corporation, a New York corporation ("GE Capital"), as sole "Lender" under the "Loan Agreement" hereinafter referred to and as agent for itself and the other "Lenders" who may hereafter become parties to the Loan Agreement (GE Capital, in such capacity, the "Agent").
FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • September 11th, 2002 • Fairfield Manufacturing Co Inc • Industrial & commercial fans & blowers & air purifing equip • New York
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this "Amendment"), made and entered into as of September 5, 2002, by and between FAIRFIELD MANUFACTURING COMPANY, INC., a Delaware corporation ("Borrower"), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as successor by merger to General Electric Capital Corporation, a New York corporation ("GE Capital"), as sole "Lender" under the "Loan Agreement" hereinafter referred to and as agent for itself and the other "Lenders" who may hereafter become parties to the Loan Agreement (GE Capital, in such capacity, the "Agent").
CONSENT AND AMENDMENT LETTERLoan Agreement • April 9th, 1997 • Fairfield Manufacturing Co Inc • Industrial & commercial fans & blowers & air purifing equip
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of the 1st day of June, 1996 by and between K.A. Burns, an individual ("Employee"), and FAIRFIELD MANUFACTURING COMPANY, INC., an Indiana corporation (the "Company"). In...Employment Agreement • February 25th, 1997 • Fairfield Manufacturing Co Inc • Industrial & commercial fans & blowers & air purifing equip
SHARE REGISTRATION RIGHTS AGREEMENT Dated as of March 12, 1997 by and betweenShare Registration Rights Agreement • April 9th, 1997 • Fairfield Manufacturing Co Inc • Industrial & commercial fans & blowers & air purifing equip • New York
CONSULTING AGREEMENT, dated as of July 31, 1997, between Fairfield Manufacturing Company, Inc. (the "Company"), and Wolodymyr B. Lechman, an individual residing at 1636 Cottonwood Circle, Lafayette, IN (the "Consultant"). The parties hereto agree as...Consulting Agreement • November 12th, 1997 • Fairfield Manufacturing Co Inc • Industrial & commercial fans & blowers & air purifing equip • New York
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • October 16th, 2001 • Fairfield Manufacturing Co Inc • Industrial & commercial fans & blowers & air purifing equip • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this "Amendment"), made and entered into as of June ___, 2001, by and between FAIRFIELD MANUFACTURING COMPANY, INC., a Delaware corporation ("Borrower"), and GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation ("GE Capital"), as sole "Lender" under the "Loan Agreement" hereinafter referred to and as agent for itself and the other "Lenders" who may hereafter become parties to the Loan Agreement (GE Capital, in such capacity, the "Agent").
