WOODWARD GOVERNOR COMPANY $100,000,000 Series B Senior Notes due October 1, 2013 $50,000,000 Series C Senior Notes due October 1, 2015 $100,000,000 Series D Senior Notes due October 1, 2018 NOTE PURCHASE AGREEMENT Dated October 1, 2008Note Purchase Agreement • October 7th, 2008 • Woodward Governor Co • Electrical industrial apparatus • New York
Woodward Governor Company, a Delaware corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
TERM LOAN CREDIT AGREEMENT Dated as of October 1, 2008 among WOODWARD GOVERNOR COMPANY, as the Company THE INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS LENDERS JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Administrative Agent J.P. MORGAN...Term Loan Credit Agreement • October 7th, 2008 • Woodward Governor Co • Electrical industrial apparatus
This TERM LOAN CREDIT AGREEMENT, dated as of October 1, 2008, is entered into by and among Woodward Governor Company, a Delaware corporation, as the Borrower and the Company, the institutions from time to time parties hereto as Lenders, whether by execution of this Agreement or an Assignment Agreement pursuant to Section 13.3, and JPMorgan Chase Bank, National Association, as Administrative Agent for itself and the other Lenders.
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 7th, 2008 • Woodward Governor Co • Electrical industrial apparatus
This Amendment No. 1 to Stock Purchase Agreement (the “Amendment”) is effective as of October 1, 2008, by and among Woodward Governor Company, a Delaware corporation (the “Buyer”), MPC Products Corporation, an Illinois corporation (“MPC”), Techni-Core, Inc., a Delaware corporation (“Techni-Core”), The Successor Trustees of the Joseph M. Roberti Revocable Trust dated December 29, 1992 (the “Joseph M. Roberti Trust”), Maribeth Gentry, as Successor Trustee of the Vincent V. Roberti Revocable Trust dated April 4, 1991 (together with the Joseph M. Roberti Trust, the “Techni-Core Shareholders”) and the individuals and entities listed on Schedule I thereto (as amended by this Amendment) (the “Other MPC Shareholders” and together with Techni-Core and the Techni-Core Shareholders, the “MPC Shareholders”).
AMENDMENT NO. 2 AND CONSENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 7th, 2008 • Woodward Governor Co • Electrical industrial apparatus • Illinois
This AMENDMENT NO. 2 AND CONSENT to SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”), dated as of October 1, 2008, is entered into by and among Woodward Governor Company (the “Company”), the financial institutions party to the below-defined Credit Agreement (the “Lenders”), and JPMorgan Chase Bank, National Association, as Administrative Agent (the “Agent”). Each capitalized term used herein and not otherwise defined herein shall have the meaning given to it in the below-defined Credit Agreement.
WOODWARD GOVERNOR COMPANY AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 7th, 2008 • Woodward Governor Co • Electrical industrial apparatus • Illinois
Woodward Governor Company (hereinafter, together with its successors and assigns, the “Company”) agrees with you as follows:
