EXHIBIT 4.3 MOTORS AND GEARS, INC. ________________________________________ $100,000,000 10 3/4% SERIES C SENIOR NOTES DUE 2006 AND $270,000,000 10 3/4% SERIES D SENIOR NOTES DUE 2006 ________________________________________ ___________________...Motors & Gears Inc • January 12th, 1998 • Motors & generators • New York
EXHIBIT 10.14 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND ACCORDINGLY MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION...Motors & Gears Inc • January 12th, 1998 • Motors & generators
SECOND AMENDMENT ----------------Motors & Gears Inc • January 12th, 1998 • Motors & generators • New York
as IssuerIndenture • May 8th, 2002 • Kinetek Inc • Motors & generators • New York
PURCHASE AGREEMENTPurchase Agreement • April 1st, 1998 • Motors & Gears Inc • Motors & generators • Illinois
Execution Copy PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (as amended, modified or supplemented from time to time, this "Agreement") is made and entered into as of April 12, 2002 by KINETEK INDUSTRIES, INC., a Delaware corporation, having an office at...Pledge Agreement • May 8th, 2002 • Kinetek Inc • Motors & generators • New York
KINETEK INDUSTRIES, INC., ADVANCED D.C. MOTORS, INC., ELECTRICAL DESIGN AND CONTROL COMPANY, THE IMPERIAL ELECTRIC COMPANY, MERKLE-KORFF INDUSTRIES, INC., MOTION CONTROL ENGINEERING, INC. AND GEAR RESEARCH, INC.Loan and Security Agreement • April 3rd, 2002 • Kinetek Inc • Motors & generators • Illinois
WITNESSETHIndemnification Agreement • January 3rd, 1997 • Motors & Gears Inc • Delaware
Execution Copy COPYRIGHT, PATENT, TRADEMARK AND LICENSE MORTGAGE THIS COPYRIGHT, PATENT, TRADEMARK AND LICENSE MORTGAGE (as amended, modified or supplemented from time to time, this "Mortgage") made as of April 12, by KINETEK, INC., a Delaware...Kinetek Inc • May 8th, 2002 • Motors & generators • New York
ARTICLE I THE MERGER ----------Agreement and Plan of Merger • January 3rd, 1997 • Motors & Gears Inc
INTERCREDITOR AGREEMENT This Intercreditor Agreement ("Agreement") is made and entered into as of the 12th day of April, 2002 by and between U.S. Bank National Association, a national banking association, as trustee for the holders (the "Holders") of...Intercreditor Agreement • May 8th, 2002 • Kinetek Inc • Motors & generators • Illinois
AGREEMENT ---------Agreement • January 3rd, 1997 • Motors & Gears Inc
CONSENT AND AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT This Consent and Amendment No. 1 to Loan and Security Agreement ("Amendment"), dated April 12, 2002, is by and among Borrowers, the undersigned Lenders and Fleet Capital Corporation,...Loan and Security Agreement • May 8th, 2002 • Kinetek Inc • Motors & generators
JOINDER AGREEMENT -----------------Joinder Agreement • January 3rd, 1997 • Motors & Gears Inc
U.S. BANK NATIONAL ASSOCIATION, as TrusteeSecurity Agreement • May 8th, 2002 • Kinetek Inc • Motors & generators • New York
EXHIBIT 10.20 EMPLOYMENT AND NONCOMPETITION AGREEMENT --------------------------------------- THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of the 22nd day of September, 1995, by and between MK HOLDINGS, INC., an Illinois corporation...Employment and Noncompetition Agreement • January 3rd, 1997 • Motors & Gears Inc • Illinois
SHARE PURCHASE AGREEMENT for the direct and indirect sale of all the shares of FIR GROUP COMPANIESShare Purchase Agreement • April 1st, 1998 • Motors & Gears Inc • Motors & generators
EXHIBIT 10.13 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND ACCORDINGLY MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION...Motors & Gears Inc • January 12th, 1998 • Motors & generators
Exhibit 10.4 THIRD AMENDMENT THIRD AMENDMENT (this "Amendment"), dated as of November 21, 1997, among MOTORS AND GEARS INDUSTRIES, INC., a Delaware corporation (the "Borrower"), the financial institutions party to the Credit Agreement referred to...Third Amendment • January 12th, 1998 • Motors & Gears Inc • Motors & generators • New York
Exhibit 10.8 TRANSITION AGREEMENT -------------------- THIS TRANSITION AGREEMENT (this "Agreement") is made and entered into as of this 25th day of July, 1997, by and between Motors and Gears Holdings, Inc., a Delaware corporation (the "Company"), and...Transition Agreement • January 12th, 1998 • Motors & Gears Inc • Motors & generators • Illinois
Exhibit 10.2 MANAGEMENT CONSULTING AGREEMENT THIS MANAGEMENT CONSULTING AGREEMENT (this "Agreement"), is executed as of the 14th day of December, 2001 by, between and among Jordan Industries, Inc., an Illinois corporation (the "Consultant"), and each...Management Consulting Agreement • March 29th, 2002 • Kinetek Inc • Motors & generators • Delaware
LOGO]Credit Agreement • January 3rd, 1997 • Motors & Gears Inc • New York
3.1 Payment Limitation. Notwithstanding any other provision ------------------ of this Note, the Corporation shall only be required to pay interest, principal or any other Amounts Payable in respect of this Note if and to the extent the Corporation's...Motors & Gears Inc • January 12th, 1998 • Motors & generators
EXHIBIT 4.7 SWINGLINE NOTE --------------Motors & Gears Inc • January 3rd, 1997 • New York
EXHIBIT 10.11 PARENT SUBORDINATED INTERCOMPANY NOTE -------------------------------------Motors & Gears Inc • January 3rd, 1997
This Note is subject to voluntary prepayment, in whole or in part, at the option of the Payor, without premium or penalty, except that any voluntary prepayment of this Note to be used by Payee to repay the outstanding principal of its Senior Unsecured Notes shall be accompanied by the amount of premium to be used by Payee in connection with such repayment of principal of outstanding Senior Unsecured Notes. This Note is not subject to mandatory repayment or acceleration.
EXHIBIT 10.8 FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT --------------------------------------------- FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT (this "Amendment"), dated as of November 7, 1996, among MK GROUP, INC. (the "Guarantor"), MERKLE-...Letter Of • January 3rd, 1997 • Motors & Gears Inc • New York
EXHIBIT 10.18 INDUSTRIAL BUILDING LEASE ------------------------- This Industrial Building Lease (the "Lease") is made as of the 22nd day of September, 1995, by and between FJM REALTY, INC., an Illinois corporation (hereafter referred to as...Motors & Gears Inc • January 3rd, 1997
EXHIBIT 4.8 SUBSIDIARY GUARANTY ------------------- GUARANTY, dated as of November 7, 1996 (as amended, modified or supplemented from time to time, the "Guaranty"), made by each of the undersigned (each a "Guarantor" and collectively, the...Motors & Gears Inc • January 3rd, 1997 • New York
EXHIBIT 10.15 INTERCOMPANY NOTE -----------------Intercompany Note • January 3rd, 1997 • Motors & Gears Inc • New York
FOR VALUE RECEIVED, MERKLE-KORFF INDUSTRIES, INC., an Illinois corporation (the "Payor"), hereby promises to pay on demand to the order of Motors and Gears Industries, Inc., or its assigns (the "Payee"), in lawful money of the United States of America in immediately available funds, at such location in the United States of America as the Payee shall from time to time designate, the unpaid principal amount of all loans and advances made by the Payee to the Payor.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND ACCORDINGLY MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER...Motors & Gears Inc • January 3rd, 1997
Amendment No. 1 to Agreement for Purchase and Sale of Stock This Amendment No. 1 ("Amendment") dated as of the 15th day of May 1998 is made by and between Advanced D.C. Holdings, Inc., a Delaware corporation ("Holdings"), William E. Rodgers, Joseph A....Agreement • February 4th, 1999 • Motors & Gears Inc • Motors & generators
WITNESSETH ----------Transaction Advisory Agreement • March 29th, 2002 • Kinetek Inc • Motors & generators • Delaware
MK HOLDINGS, INC. SECURED NOTE DUE DECEMBER 26, 1996Motors & Gears Inc • January 3rd, 1997
WITNESSETH: ----------Tax Sharing Agreement • January 3rd, 1997 • Motors & Gears Inc • Illinois
EXHIBIT 10.16 INDUSTRIAL BUILDING LEASE -------------------------- This Industrial Building Lease (the "Lease") is made as of the 22nd day of September, 1995, by and between RIDGE INDUSTRIES, an Illinois corporation (hereafter referred to as...Industrial Building Lease • January 3rd, 1997 • Motors & Gears Inc
