National Crane Corp Sample Contracts

National Crane Corp – PROMISSORY NOTE (October 6th, 1998)

EX-10.21 MAKER: Jeff Bust PAYEE: Grove Worldwide LLC PROMISSORY NOTE $375,000 June 27, 1998 FOR VALUE RECEIVED, Jeff Bust ("Maker"), promises to pay to the order of Grove Worldwide LLC (collectively with all subsequent holders of this Note, "Payee"), at 201 Main Street, Suite 2600, Fort Worth, Texas 76102, or at such other address or addresses as payee may from time to time designate in writing, in lawful money of the United States of America, an amount equal to Three Hundred and Seventy-Five Thousand dollars ($375,000) (the "Principal Amount"), together with interest on the unpaid Principal Amount owing hereunder from time to time at the rate per annum equal to the lesser of (1) or (2) below: (1) a varying rate per annum equal to the prevailing designated prime or base rate o

National Crane Corp – PROMISSORY NOTE (October 6th, 1998)

EX-10.19 MAKER: Salvatore J. Bonanno PAYEE: Grove Worldwide LLC PROMISSORY NOTE $912,663 June 27, 1998 FOR VALUE RECEIVED, Salvatore J. Bonanno ("Maker"), promises to pay to the order of Grove Worldwide LLC (collectively with all subsequent holders of this Note, "Payee"), at 201 Main Street, Suite 2600, Fort Worth, Texas 76102, or at such other address or addresses as payee may from time to time designate in writing, in lawful money of the United States of America, an amount equal to Nine Hundred Twelve Thousand Six Hundred and Sixty Three dollars ($912,663) (the "Principal Amount"), together with interest on the unpaid Principal Amount owing hereunder from time to time at the rate per annum equal to the lesser of (1) or (2) below: (1) a varying rate per annum equal to the prevailing designat

National Crane Corp – PROMISSORY NOTE (October 6th, 1998)

EX-10.23 MAKER: John Wheeler PAYEE: Grove Worldwide LLC PROMISSORY NOTE $150,000 June 27, 1998 FOR VALUE RECEIVED, John Wheeler ("Maker"), promises to pay to the order of Grove Worldwide LLC (collectively with all subsequent holders of this Note, "Payee"), at 201 Main Street, Suite 2600, Fort Worth, Texas 76102, or at such other address or addresses as payee may from time to time designate in writing, in lawful money of the United States of America, an amount equal to One Hundred and Fifty Thousand dollars ($150,000) (the "Principal Amount"), together with interest on the unpaid Principal Amount owing hereunder from time to time at the rate per annum equal to the lesser of (1) or (2) below: (1) a varying rate per annum equal to the prevailing designated prime or base rate of Wells Fargo

National Crane Corp – PROMISSORY NOTE (October 6th, 1998)

EX-10.20 MAKER: Salvatore J. Bonanno PAYEE: Grove Worldwide LLC PROMISSORY NOTE $1,000,000 June 27, 1998 FOR VALUE RECEIVED, Salvatore J. Bonanno ("Maker"), promises to pay to the order of Grove Worldwide LLC (collectively with all subsequent holders of this Note, "Payee"), at 201 Main Street, Suite 2600, Fort Worth, Texas 76102, or at such other address or addresses as payee may from time to time designate in writing, in lawful money of the United States of America, an amount equal to One Million dollars ($1,000,000) (the "Principal Amount"), together with interest on the unpaid Principal Amount owing hereunder from time to time at the rate per annum equal to the lesser of (1) or (2) below: (1) a varying rate per annum equal to the prevailing designated prime or base rate of Wells Fargo B

National Crane Corp – PROMISSORY NOTE (October 6th, 1998)

EX-10.22 MAKER: James Kolinski PAYEE: Grove Worldwide LLC PROMISSORY NOTE $250,000 June 27, 1998 FOR VALUE RECEIVED, James Kolinski ("Maker"), promises to pay to the order of Grove Worldwide LLC (collectively with all subsequent holders of this Note, "Payee"), at 201 Main Street, Suite 2600, Fort Worth, Texas 76102, or at such other address or addresses as payee may from time to time designate in writing, in lawful money of the United States of America, an amount equal to Two Hundred and Fifty Thousand dollars ($250,000) (the "Principal Amount"), together with interest on the unpaid Principal Amount owing hereunder from time to time at the rate per annum equal to the lesser of (1) or (2) below: (1) a varying rate per annum equal to the prevailing designated prime or base rate of Wells Fa

National Crane Corp – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (October 6th, 1998)

EX-10.18 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("FIRST AMENDMENT") entered into as of June 23, 1998, between Salvatore J. Bonanno ("Executive") and Grove Worldwide LLC ("Grove"). In recognition of the opportunity given to the Executive to invest in Grove Investors LLC (the "Company"), the provisions of Section 4(b) of the Employment Agreement dated March 5, 1998 are deleted and declared void. IN WITNESS WHEREOF, Grove has caused this instrument to be executed by its duly authorized officer and, except as modified by this letter, the Employment Agreement remains in full force and effect. GROVE WORLDWIDE LLC Signed --------------------------------- By: /

National Crane Corp – OPTION AGREEMENT (September 10th, 1998)

Exhibit 10.17 OPTION AGREEMENT GROVE INVESTORS LLC MANAGEMENT OPTION PLAN Dear Mr.: We are pleased to inform you that the Management Committee of Grove Investors LLC, a Delaware limited liability company (the "Company"), has selected you to receive an option under the Grove Investors LLC Management Option Plan (the "Plan"). This letter serves as the Option Agreement governing your Option, as described in the Plan and is subject to the terms of the Plan. The grant date of this Option is the Effective Date, as defined in the Plan. The Company hereby grants you the right and option (the "Option") to purchase, on the terms and conditions set forth in the Plan and this Agreement, all or any part of an aggregate of ______ Class A Units (representing __% of the initial purchased Interests of the C

National Crane Corp – 9 1/4% Senior Subordinated Notes due 2008 (July 16th, 1998)

Exhibit 4.3 EXHIBIT A-1 (Face of Note) 9 1/4% Senior Subordinated Notes due 2008 No. $ ---------- ------------------ CUSIP NO. Grove Worldwide LLC and Grove Capital, Inc. promise to pay to _____ or registered assigns, the principal sum of ________________ Dollars on May 1, 2008. Interest Payment Dates: May 1 and November 1 Record Dates: April 15 and October 15 GROVE WORLDWIDE LLC By: -------------------------- Name: Title: GROVE CAPITAL, INC. By: -------------------------- Name: Title: Dated: ---------------------- This is one of the [Global] Notes referred to in the within-mentioned Indenture: UNITED STATES TRUST

National Crane Corp – 9 1/4% SENIOR SUBORDINATED NOTES DUE (June 24th, 1998)

Exhibit 4.1 EXECUTION COPY ================================================================================ GROVE WORLDWIDE LLC GROVE CAPITAL, INC. ------------------------------------------------ 9 1/4% SENIOR SUBORDINATED NOTES DUE 2008 ------------------------------------------------ INDENTURE DATED AS OF APRIL 29, 1998 UNITED STATES TRUST COMPANY OF NEW YORK Trustee ============================================================================== CROSS-REFERENCE TABLE* Trust Indenture Act Section I

National Crane Corp – GUARANTEE AND COLLATERAL AGREEMENT (June 24th, 1998)

Exhibit 10.13 EXECUTION COPY ================================================================================ GUARANTEE AND COLLATERAL AGREEMENT made by GROVE HOLDINGS LLC GROVE WORLDWIDE LLC GROVE CAPITAL, INC. and certain of their Subsidiaries in favor of CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as Administrative Agent Dated as of April 29, 1998 ================================================================================ TABLE OF CONTENTS Page

National Crane Corp – EMPLOYMENT AGREEMENT (June 24th, 1998)

Exhibit 10.4 EXECUTION COPY EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of March 5, 1998 between Grove Worldwide LLC, a Delaware limited liability company ("Grove"), and Salvatore J. Bonanno ("Executive"). WHEREAS, Grove Investors LLC, a Delaware limited liability company (the "Parent"), Grove Holdings LLC, a Delaware limited liability company ("Holdings"), and Grove (collectively, the "Company") desire that Grove employ Executive and enter into an agreement embodying the terms of such employment (the "Agreement"); and WHEREAS, Executive desires to accept such employment and enter into such an Agreement; NOW, THEREFORE, in consideration of the promises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows: 1. Term of Employment.

National Crane Corp – STOCK AND ASSET PURCHASE AGREEMENT (June 24th, 1998)

Exhibit 10.1 [EXECUTION COPY] STOCK AND ASSET PURCHASE AGREEMENT among HANSON FUNDING (G) LIMITED, DEUTSCHE GROVE CORPORATION, HANSON AMERICA HOLDINGS (4) LTD., GROVE FRANCE SA, KIDDE INDUSTRIES, INC., HANSON FINANCE PLC and GROVE WORLDWIDE LLC Dated as of March 10, 1998 TABLE OF CONTENTS Page ARTICLE I.................................................................. 2 DEFINITIONS AND TERMS........................

National Crane Corp – CREDIT AGREEMENT (June 24th, 1998)

Exhibit 4.5 CONFORMED COPY ================================================================================ $325,000,000 CREDIT AGREEMENT among GROVE WORLDWIDE LLC and GROVE CAPITAL, INC., as Borrowers, The Several Lenders from Time to Time Parties Hereto, CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as Administrative Agent, BANKBOSTON, N.A., as Syndication Agent and

National Crane Corp – SOFTWARE LICENSE AND SUPPORT AGREEMENT (June 24th, 1998)

Exhibit 10.14 SOFTWARE LICENSE AND SUPPORT AGREEMENT This SOFTWARE LICENSE AND SUPPORT AGREEMENT (this "Agreement") is entered into by and between Grove Worldwide, acting through Grove North America, Division of Kidde Industries, Inc., together with its Subsidiaries (as defined below) collectively "Customer"), and Baan U.S.A., Inc. ("Baan"), and describes the terms and conditions pursuant to which Baan by license of Baan Development B.V. shall license to Customer and support certain Software (as defined below). In consideration of the mutual promises and upon the terms and conditions set forth below, the parties agree as follows: I Definitions 1.1 "Baan Tools" means (i) the customization tools which offer the facilities required for running any Software application and customize forms and reports, among other things, and (ii) the d

National Crane Corp – REGISTRATION RIGHTS AGREEMENT (June 24th, 1998)

Exhibit 4.4 EXECUTION COPY ================================================================================ REGISTRATION RIGHTS AGREEMENT Dated as of April 29, 1998 by and among Grove Worldwide LLC Grove Capital, Inc. and the Subsidiary Guarantors listed herein and Donaldson, Lufkin & Jenrette Securities Corporation Chase Securities Inc. BancBoston Securities Inc. ================================================================================ This Registration Rights Agreemen

National Crane Corp – Short Term Incentive Plan (June 24th, 1998)

Exhibit 10.12 GROVE WORLDWIDE LLC Short Term Incentive Plan SECTION 1. Purpose. The purposes of this Grove Worldwide LLC Short Term Incentive Plan (the "Plan") are to promote the interests of Grove Worldwide LLC (the "Company") and its members by attracting and retaining exceptional officers and other key employees of the Company and its Affiliates by means of performance-related incentives to achieve annual performance goals of the Company and to enable such officers and key employees to participate in the growth and financial success of the Company. SECTION 2. Definitions. As used in the Plan, the following terms shall have the meanings set forth below: "Affiliate" shall mean (i) any entity that, directly or indirectly, controls or is controlled by or under common control with the Company and (ii) any entity in whi

National Crane Corp – AMENDMENT (June 24th, 1998)

Exhibit 10.2 AMENDMENT AMENDMENT, dated as of April 29, 1998 (this "Amendment"), to the Stock and Asset Purchase Agreement dated as of March 10, 1998 (as amended, supplemented or otherwise modified, the "Purchase Agreement"), by and among Hanson Funding (G) Limited, a limited company organized under the laws of England and Wales, Deutsche Grove Corporation, a Delaware corporation, Hanson America Holdings (4) Limited, a limited company organized under the laws of England and Wales, Grove France SA, a societe anonyme organized under the laws of France, Kidde Industries, Inc., a Delaware corporation, Hanson Finance PLC, a public limited company organized under the laws of England and Wales, and Grove Worldwide LLC, a Delaware limited liability company. W I T N E S S E T H: WHEREAS, the Sellers and the Purchaser are parties to t

National Crane Corp – CONSULTING AGREEMENT (June 24th, 1998)

Exhibit 10.3 EXECUTION COPY CONSULTING AGREEMENT THIS CONSULTING AGREEMENT, dated effective as of April 29, 1998 (the "Effective Date"), is by and between Grove Worldwide LLC, a Delaware limited liability company (the "Company"), and George Group, Inc., a Texas corporation (the "Consultant"). For and in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged and agreed, the parties hereby agree as follows: 1. Engagement. The Company hereby agrees to engage the Consultant, and the Consultant hereby agrees to serve the Company, in each case upon the terms and subject to the conditions set forth herein. 2. Term. The term of this Agreement (the "Term") shall

National Crane Corp – PROFESSIONAL SERVICES AGREEMENT (June 24th, 1998)

Exhibit 10.15 PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT (this "Agreement") is entered into by and between Grove Worldwide, acting through Grove North America, Division of Kidde Industries, Inc. ("Customer"), and Baan U.S.A., Inc. ("Baan"), and describes the terms and conditions pursuant to which Baan will provide professional services with respect to the Software licensed by Baan to Customer and certain subsidiaries of Customer pursuant to a certain Software License and Support Agreement (the "License Agreement"). Any capitalized terms not expressly defined in this Agreement have the meanings given to such terms in the License Agreement. In consideration of the mutual promises and upon the terms and conditions set forth below, the parties agree as follows: 1. Scope of Services 1.1 Services. Baan shall provide the professional services (the