3 4 date on which the Change in Control occurs, and the denominator of which shall be twelve (12); (B) all options held by the Executive to acquire Company stock shall immediately become vested and exercisable in full, and all restrictions on...Severance Agreement • March 11th, 1998 • Barnes Group Inc • Miscellaneous fabricated metal products • Connecticut
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT This AMENDMENT TO NOTE PURCHASE AGREEMENT (this "First Amendment"), dated as of September ____, 1999, is made by and between BARNES GROUP INC, a Delaware corporation (the "Company"), and each of CIGNA...Note Purchase Agreement • March 18th, 2003 • Barnes Group Inc • Miscellaneous fabricated metal products • Connecticut
EXHIBIT 4.1. (ii) AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT This AMENDMENT NO. 1 (this "Amendment"), made as of February 5, 2003 among BARNES GROUP INC., a Delaware corporation with a principal place of business at 123 Main Street, P.O. Box 489,...Revolving Credit Agreement • March 18th, 2003 • Barnes Group Inc • Miscellaneous fabricated metal products
Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made as of the 6th day of February, 2003 between Barnes Group Inc., a Delaware corporation (the "Company") and GC-Sun Holdings II, L.P., a Delaware...Registration Rights Agreement • February 20th, 2003 • Barnes Group Inc • Miscellaneous fabricated metal products • New York
Rights Agent Rights AgreementRights Agreement • December 20th, 1996 • Barnes Group Inc • Miscellaneous fabricated metal products • Delaware
GUARANTYGuaranty • March 18th, 2003 • Barnes Group Inc • Miscellaneous fabricated metal products • New York
3 - 4 Severance Agreement (as defined below)), the Executive shall be entitled to a bonus under the MICP of at least $275,000, so long as he remains in the employ of the Company through December 1, 1999.Employment Agreement • March 24th, 1999 • Barnes Group Inc • Miscellaneous fabricated metal products • Connecticut
EXHIBIT 10.10 ADDENDUM TO CONSULTING AGREEMENT -------------------------------- WHEREAS, Wallace Barnes ("Barnes") and Barnes Group Inc. ("BGI") entered into a Consulting Agreement dated April 1, 1994 for a two year period commencing April 1, 1994 and...Consulting Agreement • March 11th, 1996 • Barnes Group Inc • Miscellaneous fabricated metal products
EXHIBIT 4.4 (ii) 3031786 NOVA SCOTIA COMPANY AMENDMENT NO. 1 TO NOTE AGREEMENTNote Agreement • March 18th, 2003 • Barnes Group Inc • Miscellaneous fabricated metal products • Connecticut
EIGHTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 22nd, 2002 • Barnes Group Inc • Miscellaneous fabricated metal products • New York
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 22nd, 2002 • Barnes Group Inc • Miscellaneous fabricated metal products • New York
FIFTH AMENDMENT TO CREDIT AGREEMENTRevolving Credit Note • March 11th, 1997 • Barnes Group Inc • Miscellaneous fabricated metal products • New York
Exhibit 10.1 ------------ DATED THIS 19TH DAY OF JUNE 2001 -------------------------------- (1) ASSOCIATED SPRING-ASIA PTE LTD as the Borrower (2) THE DEVELOPMENT BANK OF SINGAPORE LIMITED as the Agent And (3) THE DEVELOPMENT BANK OF SINGAPORE LIMITED...Facility Agreement • August 14th, 2001 • Barnes Group Inc • Miscellaneous fabricated metal products
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 11th, 1998 • Barnes Group Inc • Miscellaneous fabricated metal products • New York
1 EXHIBIT 10.13 AMENDMENT TO RETIREMENT AGREEMENT This Amendment to Retirement Agreement (the "Amendment") is entered into by Theodore E. Martin (the "Employee") and Barnes Group Inc., a Delaware corporation (the "Company") (collectively, the...Retirement Agreement • March 24th, 1999 • Barnes Group Inc • Miscellaneous fabricated metal products
ASSET PURCHASE AND SALE AGREEMENT BY AND BETWEEN TELEDYNE INDUSTRIES, INC.Asset Purchase Agreement • September 14th, 1999 • Barnes Group Inc • Miscellaneous fabricated metal products • Pennsylvania
Barnes Group Inc. 3.97% Senior Notes due October 17, 2024 Note Purchase Agreement Dated as of October 15, 2014Note Purchase Agreement • October 17th, 2014 • Barnes Group Inc • Miscellaneous fabricated metal products • New York
Barnes Group Inc., a Delaware corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.5, the “Company”), agrees with each of the Purchasers as follows:
AGREEMENT AND PLAN OF MERGER by and among BARNES GROUP INC., GOAT HOLDCO, LLC and GOAT MERGER SUB, INC. Dated as of October 6, 2024Merger Agreement • October 7th, 2024 • Barnes Group Inc • Miscellaneous fabricated metal products • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 6, 2024, is by and among Barnes Group Inc., a Delaware corporation (the “Company”), Goat Holdco, LLC, a Delaware limited liability company (“Parent”), and Goat Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
85,000,000 AGGREGATE PRINCIPAL AMOUNT BARNES GROUP INC. DUE 2027 Resale Registration Rights Agreement dated March 12, 2007Resale Registration Rights Agreement • March 12th, 2007 • Barnes Group Inc • Miscellaneous fabricated metal products • New York
RESALE REGISTRATION RIGHTS AGREEMENT, dated as of March 12, 2007, among Barnes Group Inc., a Delaware corporation (together with any successor entity, herein referred to as the “Company”), Banc of America Securities LLC, as representative (the “Representative”) of the several initial purchasers (the “Initial Purchasers”) under the Purchase Agreement (as defined below).
ANDAsset Purchase Agreement • May 19th, 2000 • Barnes Group Inc • Miscellaneous fabricated metal products • New York
150,000,000 SENIOR UNSECURED REVOLVING CREDIT AGREEMENTSenior Unsecured Revolving Credit Agreement • August 13th, 2002 • Barnes Group Inc • Miscellaneous fabricated metal products
BARNES GROUP INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 21st, 2017 • Barnes Group Inc • Miscellaneous fabricated metal products • Delaware
This Agreement, made and entered into this day of 20 (“Agreement”), by and between Barnes Group Inc., a Delaware corporation (“Corporation”), and (“Indemnitee”):
FORM OF AMENDED AND RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENT For Directors PURSUANT TO THE BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE...Restricted Stock Unit Award Agreement • February 24th, 2009 • Barnes Group Inc • Miscellaneous fabricated metal products • Delaware
RESTRICTED STOCK UNIT AWARD AGREEMENT executed in duplicate as of February 13, 2008 (the “Grant Date”), between Barnes Group Inc., a Delaware corporation (the “Company”), and [NAME OF GRANTEE], a member of the Board of Directors of the Company (the “Holder”)(the “RSU Agreement”), as amended and restated on December 31, 2008, effective January 1, 2009 (the RSU Agreement as so amended and restated being hereafter referred to as “the Agreement” or “this Agreement”).
SEVERANCE AGREEMENTSeverance Agreement • February 21st, 2017 • Barnes Group Inc • Miscellaneous fabricated metal products
WHEREAS, the Company considers it essential to the best interests of its shareholders to foster the continued employment of key management personnel; and
BARNES GROUP INC. 2,823,506 Shares Common Stock UNDERWRITING AGREEMENT dated May 21, 2003 Banc of America Securities LLC McDonald Investments Inc. Robert W. Baird & Co. Incorporated BB&T Capital Markets, a division of Scott & Stringfellow, Inc.Underwriting Agreement • May 22nd, 2003 • Barnes Group Inc • Miscellaneous fabricated metal products • New York
INCENTIVE COMPENSATION REIMBURSEMENT AGREEMENTIncentive Compensation Reimbursement Agreement • February 21st, 2017 • Barnes Group Inc • Miscellaneous fabricated metal products • Connecticut
WHEREAS, the Company may from time to time grant to the Executive incentive compensation awards, pursuant to which, among other things, amounts payable shall be dependent upon the achievement of one or more specified financial targets, and in consideration of the Company making such awards to the Executive, the Executive has agreed to enter into this Agreement.
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 21st, 2017 • Barnes Group Inc • Miscellaneous fabricated metal products • Delaware
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
SIXTH AMENDED AND RESTATED SENIOR UNSECURED REVOLVING CREDIT AGREEMENT Dated as of February 10, 2021 among BANK OF AMERICA, N.A., as Administrative Agent, THE LENDERS PARTY HERETO and BARNES GROUP INC., BARNES GROUP SWITZERLAND GmbH, Nevis Branch,...Senior Unsecured Revolving Credit Agreement • February 12th, 2021 • Barnes Group Inc • Miscellaneous fabricated metal products
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the day and year first above written. Attest: BARNES GROUP INC. By /s/ Charles E. Lindsey Jr. By /s/ John R. Arrington ---------------------------...Rights Agreement • March 18th, 1999 • Barnes Group Inc • Miscellaneous fabricated metal products
Amendment No. 1, dated as of February 19, 1998 (the "Amendment"), between Barnes Group Inc., a Delaware corporation (the "Company"), and ChaseMellon Shareholder Services L.L.C. (the "Rights Agent"). WHEREAS, in accordance with Section 26 of the Rights Agreement, the Company desires to amend the Rights Agreement and to set forth the terms of the amendments in this Amendment; NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows: Section 1. Amendment of Redemption and Termination Section. Section 23 of the Rights Agreement is hereby amended by deleting subsection (c) thereof in its entirety. Section 2. Amendment of Form of Rights Certificate. The sixth paragraph of the text of the Form of Rights Certificate is hereby amended by deleting the final sentence thereof. Section 3. Amendment of Summary of Rights to Purchase Preferred Stock. The ninth paragraph of the Summary of Rights to P
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (As amended and restated as of December 31, 2008)Employment Agreement • January 20th, 2009 • Barnes Group Inc • Miscellaneous fabricated metal products • Connecticut
AGREEMENT initially made as of the 19th day of October 2006, by and between Barnes Group Inc., a Delaware corporation (the “Company”), and Gregory F. Milzcik (the “Executive”), as amended and restated as of December 31, 2008, and as subsequently restated to correct the allowance referenced in Section 4.6(c).
ASSET PURCHASE AGREEMENT by and among MSC INDUSTRIAL DIRECT CO., INC. and BARNES GROUP INC. Dated February 22, 2013Asset Purchase Agreement • February 27th, 2013 • Barnes Group Inc • Miscellaneous fabricated metal products • Delaware
This ASSET PURCHASE AGREEMENT, dated this 22nd day of February, 2013, is by and between MSC Industrial Direct Co., Inc., a New York corporation (“Buyer”) and Barnes Group Inc., a Delaware corporation (“Seller”). Buyer and Seller may be referred to in this Agreement individually as a “Party” or collectively as the “Parties.” Capitalized terms used herein shall have the meanings set forth in ARTICLE I unless otherwise defined herein.
NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLANNon-Qualified Stock Option Agreement • August 5th, 2005 • Barnes Group Inc • Miscellaneous fabricated metal products • Delaware
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
ContractCredit Agreement • June 26th, 2023 • Barnes Group Inc • Miscellaneous fabricated metal products
FOURTH AMENDED AND RESTATED SENIOR UNSECURED REVOLVING CREDIT AGREEMENT Dated as of September 19, 2007 among BANK OF AMERICA, N.A., as Administrative Agent THE LENDERS LISTED ON SCHEDULE I HERETO and BARNES GROUP INC. and BARNES GROUP SWITZERLAND...Senior Unsecured Revolving Credit Agreement • November 2nd, 2007 • Barnes Group Inc • Miscellaneous fabricated metal products
This FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Credit Agreement”) is made as of September 19, 2007, by and among Barnes Group Inc. (“BGI”), a Delaware corporation having its principal place of business at 123 Main Street, P.O. Box 489, Bristol, Connecticut 06011, Barnes Group Switzerland GmbH, a limited liability company organized under the laws of Switzerland and an indirect, wholly-owned Subsidiary of BGI, registered at Alte Haslenstrasse 29, 9053 Teufen, Switzerland, acting through its Nevis Branch having its registered office at Four Seasons Estates, Villa 1426, Palm Grove Villas, Nevis & Saint Kitts, West Indies (“Barnes Switzerland”, and together with BGI, the “Borrowers”, and each individually, a “Borrower”), and Bank of America, N.A. (“Bank of America”), a national banking association, and the other lending institutions listed on Schedule 1 (the “Lenders”) and Bank of America, as administrative agent for itself and such other lending institutions (the “Admin
PERFORMANCE SHARE AWARD AGREEMENT PURSUANT TO THE BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.Performance Share Award Agreement • August 5th, 2005 • Barnes Group Inc • Miscellaneous fabricated metal products • Delaware
PERFORMANCE SHARE AWARD AGREEMENT executed in duplicate as of March 7, 2005 (the “Grant Date”), between Barnes Group Inc., a Delaware corporation (the “Company”), and [NAME OF GRANTEE], an employee of the Company (the “Holder”).
