Exhibit 4.1.5 ESCROW AGREEMENT ESCROW AGREEMENT, dated as of ______ 2003, (the "Agreement") by and among Numatics, Incorporated, a Michigan corporation (the "Company"), Numat, LLC, a Delaware limited liability company (the "Investor"), and Deutsche...Escrow Agreement • January 15th, 2003 • Numatics Inc • Miscellaneous fabricated metal products • New York
Exhibit 4.1.4 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of January 25, 1999, among Empire Air Systems, Inc. a New York Corporation (the "Guaranteeing Subsidiary"), a subsidiary of Numatics, Incorporated...Supplemental Indenture • March 31st, 1999 • Numatics Inc • Miscellaneous fabricated metal products • New York
RECITALS --------Loan Agreement • August 14th, 2001 • Numatics Inc • Miscellaneous fabricated metal products
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 14th, 2002 • Numatics Inc • Miscellaneous fabricated metal products • New York
Exhibit 4.5.1 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is made as of the 25th day of March, 2002 to the Loan and Security Agreement dated November 28, 2001 (the "Loan...Loan and Security Agreement • March 29th, 2002 • Numatics Inc • Miscellaneous fabricated metal products
Exhibit 4.3.3 NUMATICS, INCORPORATED SENIOR SECURED TERM B NOTE DUE NOVEMBER 27, 2006Numatics Inc • December 3rd, 2001 • Miscellaneous fabricated metal products
This Note is one of a series of Senior Secured Term B Notes (herein called the "Notes") issued pursuant to the Note Purchase Agreement, dated as of November 28, 2001 (as amended from time to time, the "Note Purchase Agreement"), among the Company, Numatics, GmbH, Numatics Ltd., the other loan parties signatory thereto, the Holder and American Capital Financial Services, Inc., and the Holder is entitled to the benefits thereof. All capitalized terms used but not defined herein shall have the meanings respectively ascribed to them in the Note Purchase Agreement. Each Holder of this Note will be deemed, by its acceptance hereof, to have agreed to the provisions and to have made the representations and warranties set forth in Article 6 of the Note Purchase Agreement.
Exhibit 4.2.3 ------------- Form of EMPIRE AIR SYSTEMS GUARANTY AGREEMENT ------------------------------------- THIS EMPIRE AIR SYSTEMS GUARANTY AGREEMENT, dated as of February , 1999 ---- (this "Guaranty"), is made by EMPIRE AIR SYSTEMS, INC., a New...Guaranty Agreement • March 31st, 1999 • Numatics Inc • Miscellaneous fabricated metal products • Michigan
by and amongLoan and Security Agreement • January 15th, 2003 • Numatics Inc • Miscellaneous fabricated metal products • New York
Exhibit 4.2.1 CREDIT AGREEMENT Dated as of November 28, 2001Credit Agreement • December 3rd, 2001 • Numatics Inc • Miscellaneous fabricated metal products • Ontario
Exhibit 4.2 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is made as of the 13th day of August, 2002 to the Loan and Security Agreement dated November 28, 2001 (as previously...Loan and Security Agreement • August 14th, 2002 • Numatics Inc • Miscellaneous fabricated metal products
Exhibit 4.1.2 AMENDMENT NO. 1 TO PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT AMENDMENT NO. 1 (this "Amendment No. 1") dated as of January 7, 2003, to the Preferred Stock and Warrant Purchase Agreement dated as of December 26, 2002 (the "Purchase...Preferred Stock and Warrant Purchase Agreement • January 15th, 2003 • Numatics Inc • Miscellaneous fabricated metal products • Delaware
BETWEENLoan and Security Agreement • December 3rd, 2001 • Numatics Inc • Miscellaneous fabricated metal products • Illinois
WITNESSETH:Stock Transfer Agreement • November 9th, 2000 • Numatics Inc • Miscellaneous fabricated metal products • Michigan
NUMATICS LTD.Numatics Inc • December 3rd, 2001 • Miscellaneous fabricated metal products
Exhibit 4.3.2 NUMATICS, INCORPORATED SENIOR SECURED TERM A NOTE DUE NOVEMBER 27, 2006Numatics Inc • December 3rd, 2001 • Miscellaneous fabricated metal products
This Note is one of a series of Senior Secured Term A Notes (herein called the "Notes") issued pursuant to the Note Purchase Agreement, dated as of November 28, 2001 (as amended from time to time, the "Note Purchase Agreement"), among the Company, Numatics, GmbH, Numatics Ltd., the other loan parties signatory thereto, the Holder and American Capital Financial Services, Inc., and the Holder is entitled to the benefits thereof. All capitalized terms used but not defined herein shall have the meanings respectively ascribed to them in the Note Purchase Agreement. Each Holder of this Note will be deemed, by its acceptance hereof, to have agreed to the provisions and to have made the representations and warranties set forth in Article 6 of the Note Purchase Agreement.
Exhibit 4.1.1 NUMATICS, INCORPORATED PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT Up to 50,000 Shares of Series A Preferred Stock $0.01 Par Value Per Share Warrants for the Purchase of Shares of Class A Common Stock $0.01 Par Value Per SharePreferred Stock and Warrant Purchase Agreement • January 15th, 2003 • Numatics Inc • Miscellaneous fabricated metal products • Delaware
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 29th, 2004 • Numatics Inc • Miscellaneous fabricated metal products • New York
THIRD AMENDMENT, dated as of December 31, 2003 (this “Amendment”), to the Loan and Security Agreement, dated as of January 6, 2003, as amended by the First Amendment dated as of February 25, 2003, and the Second Amendment dated as of May 15, 2003 (as amended, the “Loan Agreement”), by and among, on the one hand, the lenders identified on the signature pages thereof (each a “Lender” and collectively, the “Lenders”), and WELLS FARGO FOOTHILL, INC. (f/k/a Foothill Capital Corporation), a California corporation, as the arranger and administrative agent for the Lenders (“Agent”), and, on the other hand, NUMATICS, INCORPORATED, a Michigan corporation (“Parent”), each of Parent’s domestic Subsidiaries identified on the signature pages thereof (together with Parent, each a “U.S. Borrower”, and collectively, the “U.S. Borrowers”), NUMATICS LTD., a corporation organized under the laws of Canada (“Canadian Borrower”), and NUMATICS GMBH, a corporation organized under the laws of Germany (“German B
Exhibit 4.3.5 NUMATICS, GMBH SENIOR SECURED TERM A NOTE DUE NOVEMBER 27, 2006Numatics Inc • December 3rd, 2001 • Miscellaneous fabricated metal products
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 29th, 2004 • Numatics Inc • Miscellaneous fabricated metal products • New York
SECOND AMENDMENT, dated as of May 15, 2003 (this “Amendment”), to the Loan and Security Agreement, dated as of January 6, 2003, as amended by the First Amendment dated as of February 25, 2003 (as amended, the “Loan Agreement”), by and among, on the one hand, the lenders identified on the signature pages thereof (each a “Lender” and collectively, the “Lenders”), and FOOTHILL CAPITAL CORPORATION, a California corporation, as the arranger and administrative agent for the Lenders (“Agent”), and, on the other hand, NUMATICS, INCORPORATED, a Michigan corporation (“Parent”), each of Parent’s domestic Subsidiaries identified on the signature pages thereof (together with Parent, each a “U.S. Borrower”, and collectively, the “U.S. Borrowers”), NUMATICS LTD., a corporation organized under the laws of Canada (“Canadian Borrower”), and NUMATICS GMBH, a corporation organized under the laws of Germany (“German Borrower” and together with the U.S. Borrowers and the Canadian Borrower, each a “Borrower”
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2004 • Numatics Inc • Miscellaneous fabricated metal products • Michigan
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 1, 2004, is between NUMATICS, INCORPORATED, a Michigan corporation with its principal offices at 1450 North Milford Road, Highland, Michigan 48031 (the “Company”), and JOHN H. WELKER, an individual residing at 4340 Chevron, Highland, Michigan 48356 (“Employee”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 29th, 2004 • Numatics Inc • Miscellaneous fabricated metal products • New York
FIRST AMENDMENT, dated as of February 25, 2003 (this “Amendment”), to the Loan and Security Agreement, dated as of January 6, 2003, by and among, on the one hand, the lenders identified on the signature pages thereof (each a “Lender” and collectively, the “Lenders”), FOOTHILL CAPITAL CORPORATION, a California corporation, as the arranger and administrative agent for the Lenders (“Agent”), and, on the other hand, NUMATICS, INCORPORATED, a Michigan corporation (“Parent”), each of Parent’s domestic Subsidiaries identified on the signature pages thereof (together with Parent, each a “U.S. Borrower”, and collectively, the “U.S. Borrowers”), NUMATICS LTD., a corporation organized under the laws of Canada (“Canadian Borrower”), and NUMATICS GMBH, a corporation organized under the laws of Germany (“German Borrower” and together with the U.S. Borrowers and the Canadian Borrower, each a “Borrower” and collectively, the “Borrowers”).
