CREDIT AGREEMENT Dated as of July 30, 2013 among RENAISSANCE ACQUISITION CORP., as the U.S. Borrower, which on the Closing Date shall be merged with GARDNER DENVER, INC. (with GARDNER DENVER, INC. as the merged company and the U.S. Borrower), the...Credit Agreement • February 28th, 2017 • Gardner Denver Holdings, Inc.
CREDIT AGREEMENT, dated as of July 30, 2013, as amended, restated, supplemented or otherwise modified from time to time, among RENAISSANCE PARENT CORP., a Delaware corporation (“Holdings”), RENAISSANCE ACQUISITION CORP., which on the Closing Date shall be merged with GARDNER DENVER, INC. (with GARDNER DENVER, INC. as the merged company and the “U.S. Borrower”), Gardner Denver Holdings GmbH & Co KG, a company organized under the laws of Germany with company number HRA 91896 (registered at the local court of Munich) and its registered office at Benzstrabe 28, 82178 Puchheim (the “German Borrower”), GD First (UK) Limited, a company organized under the laws of England and Wales with company number 04955958 and its registered office at Springmill Street, Bradford West Yorkshire BD5 7HW (the “UK Borrower”; and together with the German Borrower, the “Foreign Borrowers”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”) and UBS AG, ST
RECEIVABLES FINANCING AGREEMENT Dated as of May 17, 2016 by and among Gardner Denver Finance II LLC, as Borrower, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Lenders and LC Participants, PNC BANK, NATIONAL ASSOCIATION, as LC Bank, PNC BANK,...Receivables Financing Agreement • February 28th, 2017 • Gardner Denver Holdings, Inc. • New York
This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of May 17, 2016 by and among the following parties:
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 28th, 2017 • Gardner Denver Holdings, Inc. • New York
This INDEMNIFICATION AGREEMENT, dated as of July 30, 2013 (the “Agreement”), is among KKR Renaissance Aggregator L.P., a Delaware limited partnership (“Aggregator LP”), KKR Renaissance Aggregator GP LLC, a Delaware limited liability company (“Aggregator GP”), Renaissance Parent Corp., a Delaware corporation (“Parent”), Gardner Denver, Inc., a Delaware corporation (the “Company” and, together with Aggregator LP and Parent, the “Company Entities”), and Kohlberg Kravis Roberts & Co. L.P. (the “Manager”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
STOCK OPTION AGREEMENTStock Option Agreement • February 28th, 2017 • Gardner Denver Holdings, Inc. • New York
MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • February 28th, 2017 • Gardner Denver Holdings, Inc. • New York
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of [P], 2013 (the “Effective Date”) between Renaissance Parent Corp., a Delaware corporation (the “Company”), and the undersigned person (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 6(b) of this Agreement.
STOCK OPTION AGREEMENT FOR NON-U.S. OPTIONEESStock Option Agreement • February 28th, 2017 • Gardner Denver Holdings, Inc. • New York
When Shares are sold, there may be exchange control obligations if the cash received is held outside Austria. If the transaction volume of all the Optionee’s accounts abroad meets or exceeds €3,000,000, the movements and balances of all accounts must be reported monthly, as of the last day of the month, on or before the fifteenth day of the following month.
SECURITY AGREEMENTSecurity Agreement • February 28th, 2017 • Gardner Denver Holdings, Inc. • New York
THIS SECURITY AGREEMENT, dated as of July 30, 2013, among Renaissance Parent Corp, a Delaware corporation (“Holdings”), Renaissance Acquisition Corp., which on the Closing Date shall be merged with Gardner Denver, Inc. (with Gardner Denver, Inc. as the merged company, the “U.S. Borrower”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.14 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the U.S. Borrower are referred to collectively as the “Grantors”), and UBS AG, Stamford Branch, as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.
DIRECTOR STOCKHOLDER’S AGREEMENTDirector Stockholder’s Agreement • February 28th, 2017 • Gardner Denver Holdings, Inc. • New York
This Director Stockholder’s Agreement (this “Agreement”) is entered into as of [40], 2013 (the “Effective Date”) between Renaissance Parent Corp., a Delaware corporation (the “Company”), and the undersigned person (the “Director Stockholder”) (the Company and the Director Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 6(b) of this Agreement.
Renaissance Parent Corp.Stock Option Agreement or Stock Appreciation Right Agreement • February 28th, 2017 • Gardner Denver Holdings, Inc.
Reference is made to your Stock Option Agreement or Stock Appreciation Right Agreement, as applicable, (the “Award Agreement”) with Renaissance Parent Corp. (the “Company”). Capitalized terms not defined herein have the meanings assigned to such terms under Award Agreement. For purposes of this Letter Agreement, “Performance Options” shall mean “Performance SARs” if the Award Agreement is a Stock Appreciation Right Agreement.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • February 28th, 2017 • Gardner Denver Holdings, Inc. • Delaware
This Separation and Release Agreement (this “Agreement”), dated October 6, 2016 (the “Effective Date”), confirms the following understandings and agreements between Gardner Denver, Inc. (the “Company”) and Saeid Rahimian (hereinafter referred to as “you” or “your”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • February 28th, 2017 • Gardner Denver Holdings, Inc. • Delaware
This Separation and Release Agreement (this “Agreement”), dated September 21, 2016 (the “Effective Date”), confirms the following understandings and agreements between Gardner Denver, Inc. (the “Company”) and Jeff Likosar (hereinafter referred to as “you” or “your”).
RENAISSANCE PARENT CORP.Equity Treatment Agreement • February 28th, 2017 • Gardner Denver Holdings, Inc.
This letter agreement (the “Agreement”) will serve to confirm our recent discussion regarding the treatment of your equity in the event of a future sale of 100% of the common stock of Thomas Industries, Inc. or all of its business and assets (the “Sale of Thomas”), a subsidiary of Gardner Denver, Inc. (“GDI”), to an third party unaffiliated with Renaissance Parent Corp. (“Holdings”). Capitalized terms not defined herein shall have the meaning assigned to them in your Stock Option Agreement dated as of December 18, 2013 made by and between Holdings and you (the “Stock Option Agreement”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • February 28th, 2017 • Gardner Denver Holdings, Inc.
This Amendment No. 1 to Credit Agreement (this “Amendment No. 1”) is dated as of March 4, 2016, by and among Renaissance Parent Corp., a Delaware corporation (“Holdings”), Gardner Denver, Inc., a Delaware corporation (the “U.S. Borrower”), GD German Holdings II GmbH, a company organized under the laws of Germany, as successor in interest to Gardner Denver Holdings GmbH & Co. KG (the “German Borrower”), GD First (UK) Limited, a company organized under the laws of England and Wales with company number 04955958 and its registered office at Springmill Street, Bradford West Yorkshire BD5 7HW (the “UK Borrower”; and together with the German Borrower and the U.S. Borrower, the “Borrowers”), the Lenders party hereto, and UBS AG, STAMFORD BRANCH, as administrative agent for the Lenders (the “Administrative Agent”) and as Letter of Credit Issuer and Swingline Lender.
DIRECTOR STOCK OPTION AGREEMENTDirector Stock Option Agreement • February 28th, 2017 • Gardner Denver Holdings, Inc. • New York
SALE PARTICIPATION AGREEMENT KKR Renaissance Aggregator L.P. 9 West 57th Street, 42nd Floor New York, NY 10019Sale Participation Agreement • February 28th, 2017 • Gardner Denver Holdings, Inc. • New York
You have entered into a Management Stockholder’s Agreement or Director Stockholder’s Agreement, dated as of the date hereof, between Renaissance Parent Corp., a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) relating to (i) the purchase/subscription by you of Purchased Stock; and/or (ii) the grant by the Company to you of options (“Options”) to purchase/subscribe for Common Stock. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Stockholder’s Agreement. KKR Renaissance Aggregator L.P., a Delaware limited partnership (“Investor Holdings”), which is the parent entity of the Company, hereby agrees with you as follows pursuant to the tel ins of this Sale Participation Agreement (this “Agreement”), effective as of the Effective Date:
GUARANTEEGuarantee • February 28th, 2017 • Gardner Denver Holdings, Inc. • New York
THIS GUARANTEE dated as of July 30, 2013, by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 20 (the “Guarantors,” and individually, a “Guarantor”), in favor of the Collateral Agent (as defined in the Credit Agreement) for the benefit of the Secured Parties.
ADVISOR STOCKHOLDER’S AGREEMENTAdvisor Stockholder’s Agreement • February 28th, 2017 • Gardner Denver Holdings, Inc. • New York
This Advisor Stockholder’s Agreement (this “Agreement”) is entered into as of October [●], 2013 (the “Effective Date”) between Renaissance Parent Corp., a Delaware corporation (the “Company”), and the undersigned person (the “Advisor Stockholder”) (the Company and the Advisor Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 6(b) of this Agreement.
PLEDGE AGREEMENTPledge Agreement • February 28th, 2017 • Gardner Denver Holdings, Inc. • New York
PLEDGE AGREEMENT, dated as of July 30, 2013, among Renaissance Parent Corp., a Delaware corporation (“Holdings”), Renaissance Acquisition Corp., which on the Closing Date shall be merged with Gardner Denver, Inc. (with Gardner Denver, Inc. as the merged company, the “U.S. Borrower”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 30 hereof (each such Subsidiary being a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors and the U.S. Borrower are referred to collectively as the “Pledgors”) and UBS AG, Stamford Branch, as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.
