REGISTRATION RIGHTS AGREEMENT Dated as of May 4, 2005 by and among GARDNER DENVER, INC. THE GUARANTORS LISTED ON SCHEDULE I HERETO andRegistration Rights Agreement • May 4th, 2005 • Gardner Denver Inc • General industrial machinery & equipment • New York
This Agreement is made pursuant to the Purchase Agreement, dated April 28, 2005 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 8 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of May 4, 2005, among the Company, the Guarantors and The Bank of New York Trust Company, N.A., as trustee, relating to the Initial Notes and the Exchange Notes (the “Indenture”).
5,000,000 Shares of Common Stock GARDNER DENVER, INC. UNDERWRITING AGREEMENT April 28, 2005Underwriting Agreement • May 4th, 2005 • Gardner Denver Inc • General industrial machinery & equipment • New York
BEAR, STEARNS & CO. INC. J.P. MORGAN SECURITIES INC. KEYBANC CAPITAL MARKETS, A DIVISION OF MCDONALD INVESTMENTS, INC. c/o Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179
ESCROW AND SECURITY AGREEMENT between GARDNER DENVER, INC. and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Escrow Agent and Trustee Dated as of May 4, 2005 ACCOUNT NUMBER: 138885 SHORT TITLE OF ACCOUNT — Gardner Denver Escrow AccountEscrow and Security Agreement • May 4th, 2005 • Gardner Denver Inc • General industrial machinery & equipment • New York
This Agreement is being entered into in connection with the Purchase Agreement (the “Purchase Agreement”), dated as of April 28, 2005, among the Company, the subsidiary guarantors named therein (the “Subsidiary Guarantors”), and Bear, Stearns & Co. Inc. (“Bear Stearns”), J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, Harris Nesbitt Corp., NatCity Investments, Inc., Mitsubishi Securities International plc, Piper Jaffray & Co. and Scotia Capital (USA) Inc. (collectively, the “Initial Purchasers”), and the Indenture (the “Indenture”), dated as of May 4, 2005, governing the Company’s 8% Senior Subordinated Notes due 2013 (the “Notes”), among the Company, the Subsidiary Guarantors and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms, which are used but not defined herein, have the respective meanings specified in the Indenture. Pursuant to the Purchase Agreement and the Company’s Offering Memorandum, dated as of April 28, 2005 (the “Offeri
GARDNER DENVER, INC. AND EACH OF THE GUARANTORS PARTY HERETO 8% SENIOR SUBORDINATED NOTES DUE 2013Gardner Denver Inc • May 4th, 2005 • General industrial machinery & equipment • New York
