Gardner Denver Holdings, Inc. 41,300,000 Shares Common Stock ($0.01 par value) Underwriting AgreementGardner Denver Holdings, Inc. • May 3rd, 2017 • General industrial machinery & equipment • New York
Gardner Denver Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 41,300,000 shares of common stock, $0.01 par value (“Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,195,000 additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain terms used herein are defined in Section 21 hereof.
Ingersoll Rand Inc. 5.400% Senior Notes due 2028 5.700% Senior Notes due 2033 Underwriting AgreementUnderwriting Agreement • August 14th, 2023 • Ingersoll Rand Inc. • General industrial machinery & equipment • New York
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
Ingersoll Rand Inc. 29,788,635 Shares Common Stock ($0.01 par value) Underwriting AgreementIngersoll Rand Inc. • August 6th, 2021 • General industrial machinery & equipment • New York
KKR Renaissance Aggregator L.P. (the “Selling Stockholder”), as a stockholder of Ingersoll Rand Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I(A) hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of the Company’s Common Stock, par value $0.01 per share (the “Shares”) set forth next to the Selling Stockholder’s name on Schedule I(B) hereto. The aggregate 29,788,635 Shares to be sold by the Selling Stockholder are called the “Securities”. Subject to the sale of the Securities by the Selling Stockholder to the Underwriters in compliance with the terms of this Agreement, the Underwriters have agreed to sell to the Company, and the Company has agreed herein to purchase from the Underwriters (the “Share Repurchase”), an aggregate of 14,894,317 Shares of the Securities (such Shares, the “Repurchase Shares”) pursuant to Section 3 of this Agreement. Certain terms u
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 17th, 2017 • Gardner Denver Holdings, Inc. • General industrial machinery & equipment • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 17, 2017, is by and among KKR Renaissance Aggregator L.P., a Delaware limited partnership (the “Partnership”), KKR Renaissance Aggregator GP LLC, a Delaware limited liability company and the general partner of the Partnership (“GP”), Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.), a Delaware corporation (the “Corporation”), and each of the parties hereto. Each of the Persons listed on the signature pages hereto (other than GP) and any other Person who may become a party hereto pursuant to Section 11(c) are referred to individually as a “Shareholder” and collectively as the “Shareholders”.
Gardner Denver Holdings, Inc. 26,550,851 Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • May 7th, 2018 • Gardner Denver Holdings, Inc. • General industrial machinery & equipment • New York
Each of (i) KKR Renaissance Aggregator L.P. (the “KKR Selling Stockholder”), and (ii) the other selling stockholders named on Schedule I(B) hereto (collectively, the “Management Selling Stockholders” and together with the KKR Selling Stockholder, the “Selling Stockholders”), as a stockholder of Gardner Denver Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I(A) hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of the Company’s Common Stock, par value $0.01 per share (the “Shares”) set forth next to such Selling Stockholder’s name on Schedule I(B) hereto. The aggregate 26,550,851 Shares to be sold by the Selling Stockholders are called the “Underwritten Securities”. The KKR Selling Stockholder also proposes to grant to the Underwriters an option to purchase up to 3,982,627 additional shares of Common Stock (the “Option Securities”; the Option Securit
Ingersoll ranD Inc. as Issuer and Deutsche Bank Trust Company Americas as Trustee SENIOR INDENTURE Dated as of August 14, 2023 SENIOR DEBT SECURITIESSenior Indenture • August 14th, 2023 • Ingersoll Rand Inc. • General industrial machinery & equipment • New York
THIS SENIOR INDENTURE, dated as of August 14, 2023, is entered into by and between INGERSOLL RAND INC., a Delaware corporation (the “Company”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee.
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.
THIRD AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENTReceivables Financing Agreement • May 15th, 2020 • Ingersoll Rand Inc. • General industrial machinery & equipment • 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:
Gardner Denver Holdings, Inc. 22,000,000 Shares Common Stock ($0.01 par value) Underwriting AgreementGardner Denver Holdings, Inc. • November 20th, 2017 • General industrial machinery & equipment • New York
Each of (i) KKR Renaissance Aggregator L.P. (the “KKR Selling Stockholder”), and (ii) the other selling stockholders named on Schedule I(B) hereto (collectively, the “Management Selling Stockholders” and together with the KKR Selling Stockholder, the “Selling Stockholders”), as a stockholder of Gardner Denver Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I(A) hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of the Company’s Common Stock, par value $0.01 per share (the “Shares”) set forth next to such Selling Stockholder’s name on Schedule I(B) hereto. The aggregate 22,000,000 Shares to be sold by the Selling Stockholders are called the “Underwritten Securities”. The KKR Selling Stockholder also proposes to grant to the Underwriters an option to purchase up to 3,300,000 additional shares of Common Stock (the “Option Securities”; the Option Securit
STOCK OPTION AGREEMENTStock Option Agreement • February 28th, 2017 • Gardner Denver Holdings, Inc. • New York
INGERSOLL RAND INC. as Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee SENIOR INDENTURE Dated as of [ ], [ ] SENIOR DEBT SECURITIESIngersoll Rand Inc. • August 7th, 2023 • General industrial machinery & equipment • New York
THIS SENIOR INDENTURE, dated as of [ ], [ ], is entered into by and between INGERSOLL RAND INC., a Delaware corporation (the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York corporation, as trustee.
STOCKHOLDERS AGREEMENT DATED AS OF MAY 17, 2017 AMONG GARDNER DENVER HOLDINGS, INC. AND THE OTHER PARTIES HERETOStockholders Agreement • May 17th, 2017 • Gardner Denver Holdings, Inc. • General industrial machinery & equipment • Delaware
TERMINATION AGREEMENTTermination Agreement • May 17th, 2017 • Gardner Denver Holdings, Inc. • General industrial machinery & equipment • New York
This TERMINATION AGREEMENT (this “Agreement”) is dated as of May 17, 2017, by and between Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.), a Delaware corporation (the “Company”), and Kohlberg Kravis Roberts & Co. L.P., a Delaware limited partnership (“KKR”).
Gardner Denver Holdings, Inc. [ ● ] Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • April 30th, 2018 • Gardner Denver Holdings, Inc. • General industrial machinery & equipment • New York
Each of (i) KKR Renaissance Aggregator L.P. (the “KKR Selling Stockholder”), and (ii) the other selling stockholders named on Schedule I(B) hereto (collectively, the “Management Selling Stockholders” and together with the KKR Selling Stockholder, the “Selling Stockholders”), as a stockholder of Gardner Denver Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I(A) hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of the Company’s Common Stock, par value $0.01 per share (the “Shares”) set forth next to such Selling Stockholder’s name on Schedule I(B) hereto. The aggregate [ ● ] Shares to be sold by the Selling Stockholders are called the “Underwritten Securities”. The KKR Selling Stockholder also proposes to grant to the Underwriters an option to purchase up to [ ● ] additional shares of Common Stock (the “Option Securities”; the Option Securities, toge
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.Gardner Denver Holdings, Inc. • February 28th, 2017
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.
TAX MATTERS AGREEMENT BY AND AMONG INGERSOLL-RAND PLC, INGERSOLL-RAND LUX INTERNATIONAL HOLDING COMPANY S.À R.L., INGERSOLL-RAND SERVICES COMPANY, INGERSOLL-RAND U.S. HOLDCO, INC., AND GARDNER DENVER HOLDINGS, INC. February 29, 2020Tax Matters Agreement • March 4th, 2020 • Ingersoll Rand Inc. • General industrial machinery & equipment • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is made and entered into as of February 29, 2020, by and among Ingersoll-Rand Plc, a Republic of Ireland public limited company (“Moon”), Ingersoll-Rand Lux International Holding Company S.à r.l., a Luxembourg société à responsibilité limitée (“Moon LuxCo”), Ingersoll-Rand Services Company, a Delaware corporation (“SpinCo Borrower”), Ingersoll-Rand U.S. HoldCo, Inc., a Delaware corporation and wholly owned subsidiary of Moon (“SpinCo”), and Gardner Denver Holdings, Inc., a Delaware corporation (“Clover,” and together with Moon and SpinCo, the “Parties,” and each a “Party”).
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”).
REAL ESTATE MATTERS AGREEMENTReal Estate Matters Agreement • March 4th, 2020 • Ingersoll Rand Inc. • General industrial machinery & equipment • Delaware
This Real Estate Matters Agreement (this “Agreement”) is entered into on February 29, 2020, by and between Ingersoll-Rand plc, a Republic of Ireland public limited company (“Moon”) and Ingersoll-Rand U.S. Holdco, Inc., a Delaware corporation (“SpinCo”).
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”).
FIRST AMENDMENTFirst Amendment • April 4th, 2017 • Gardner Denver Holdings, Inc. • General industrial machinery & equipment • New York
FIRST AMENDMENT, dated as of June 9, 2014 (this “Amendment”), to the MONITORING AGREEMENT, dated as of July 30, 2013 (the “Monitoring Agreement”), by and between Renaissance Parent Corp. (the “Company”) and Kohlberg Kravis Roberts & Co. L.P. (the “Manager”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • March 4th, 2020 • Ingersoll Rand Inc. • General industrial machinery & equipment • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is made and entered into as of February 29, 2020 by and among Ingersoll-Rand plc, a public limited company incorporated in Ireland (“Moon”), Ingersoll-Rand U.S. HoldCo, Inc., a Delaware corporation (“SpinCo”), and Gardner Denver Holdings, Inc., a Delaware corporation (“Clover,” and together with Moon and SpinCo, the “Parties”).
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENTStockholders Agreement • May 6th, 2019 • Gardner Denver Holdings, Inc. • General industrial machinery & equipment • Delaware
This Amendment No. 1 (this “Amendment”) to Stockholders Agreement is dated as of April 30, 2019, by and among Gardner Denver Holdings, Inc., a Delaware corporation (the “Company”) and KKR Renaissance Aggregator L.P. (the “Investor Party”). Capitalized terms used but not defined herein shall have those meanings ascribed to them in the Stockholders Agreement.
JOINDER AGREEMENT AND AMENDMENT NO. 9 TO CREDIT AGREEMENTCredit Agreement • May 5th, 2023 • Ingersoll Rand Inc. • General industrial machinery & equipment • New York
THIS JOINDER AGREEMENT AND AMENDMENT NO. 9 TO CREDIT AGREEMENT, dated as of April 21, 2023 (this “Agreement”), is by and among Ingersoll Rand Inc. (f/k/a Gardner Denver Holdings, Inc.) (“Holdings”), Gardner Denver, Inc. (the “U.S. Borrower”), Ingersoll-Rand Services Company (the “Spinco Borrower”), GD German Holdings II GmbH (the “German Borrower”), Gardner Denver Holdings Ltd. (the “UK Borrower”; and together with the German Borrower, the “Foreign Borrowers”; the Foreign Borrowers, together with the U.S. Borrower and the Spinco Borrower, the “Borrowers”), the other Credit Parties party hereto, the Extending Lenders (as defined below), the other 2023 Revolving Credit Lenders (as defined below) party hereto, the Letter of Credit Issuers party hereto, the Swingline Lender and Citibank, N.A., as Administrative Agent and Collateral Agent.
Ingersoll-Rand plc 170/175 Lakeview Dr. Airside Business Park Swords, Co. Dublin, IrelandIngersoll Rand Inc. • May 15th, 2020 • General industrial machinery & equipment
We refer to the Separation and Distribution Agreement, dated as of April 30, 2019, by and between Ingersoll-Rand plc, a public limited company incorporated in Ireland (“Ingersoll-Rand”) and Ingersoll-Rand U.S. HoldCo Inc., a Delaware corporation (“SpinCo”) (such agreement, the “SDA”). Each capitalized term used and not defined herein shall have the meaning ascribed thereto in the SDA or the EMA (as defined below).
JOINDER AGREEMENT AND AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • July 1st, 2020 • Ingersoll Rand Inc. • General industrial machinery & equipment • New York
CREDIT AGREEMENT, dated as of July 30, 2013, as amended, restated, supplemented or otherwise modified from time to time, among GARDNER DENVER HOLDINGS,INGERSOLL RAND INC. (f/k/a Renaissance Parent CorpGardner Denver Holdings, Inc.), 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 (the “German Borrower”), GARDNER DENVER HOLDINGS LTD., a company organized under the laws of England and Wales (the “UK Borrower”; and together with the German Borrower, the “Foreign Borrowers”), the other BORROWERS from time to time parties hereto, the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”) and CITIBANK, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and a Letter of Credit Issuer (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Sectio
AMENDMENT NO. 5 TO CREDIT AGREEMENT AND JOINDER AGREEMENTCredit Agreement and Joinder Agreement • May 15th, 2020 • Ingersoll Rand Inc. • General industrial machinery & equipment
This Amendment No. 5 to Credit Agreement and Joinder Agreement (this “Amendment”) is dated as of February 28, 2020, by and among Gardner Denver Holdings, Inc. (f/k/a Renaissance Parent Corp.) (“Holdings”), Gardner Denver, Inc. (the “U.S. Borrower”), GD German Holdings II GmbH (the “German Borrower”), Gardner Denver Holdings Ltd. (the “UK Borrower”; and together with the German Borrower, the “Foreign Borrowers”; the Foreign Borrowers, together with the U.S. Borrower, the “Borrowers”), the other Credit Parties party hereto, the 2020 GDI Tranche B-2 Dollar Term Loan Lenders party hereto, the 2020 GDI Tranche B-2 Euro Term Loan Lenders party hereto, the 2020 Spinco Tranche B-1 Dollar Term Loan Lenders party hereto, the other Lenders party hereto, the Letter of Credit Issuers party hereto and Citibank, N.A. (“Citi”) as Administrative Agent (as defined below).
Contract2028 Notes Supplemental Indenture • August 14th, 2023 • Ingersoll Rand Inc. • General industrial machinery & equipment • New York
This 2028 NOTES SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”), dated as of August 14, 2023 (the “Issue Date”), among INGERSOLL RAND INC., a Delaware corporation (the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (the “Trustee”).
TRANSITION AGREEMENTTransition Agreement • October 30th, 2019 • Gardner Denver Holdings, Inc. • General industrial machinery & equipment • Delaware
This Transition Agreement (this “Agreement”), dated October 28, 2019 (the “Execution Date”), confirms the following understandings and agreements between Gardner Denver Holdings, Inc. (the “Company”) and Neil Snyder (hereinafter referred to as “you” or “your”).
FIRST AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENTReceivables Financing Agreement • July 3rd, 2017 • Gardner Denver Holdings, Inc. • General industrial machinery & equipment • New York
This FIRST AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT (this “Amendment”), dated as of June 30, 2017, is entered into by and among the following parties:
ContractGardner Denver Holdings, Inc. • August 18th, 2017 • General industrial machinery & equipment
AMENDMENT NO. 2, dated as of August 17, 2017 (this “Amendment”), to the Credit Agreement, dated as of July 30, 2013 (as amended by Amendment No. 1 to Credit Agreement, dated as of March 4, 2016, and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among Gardner Denver Holdings, Inc. (f/k/a Renaissance Parent Corp.) (“Holdings”), Gardner Denver, Inc., as successor in interest to Renaissance Acquisition Corp. (the “U.S. Borrower”), GD German Holdings II GmbH, as successor in interest to Gardner Denver Holdings GmbH & Co. KG (the “German Borrower”), GD First (UK) Limited (the “UK Borrower”; and together with the German Borrower, the “Foreign Borrowers”; the Foreign Borrowers, together with the U.S. Borrower, the “Borrowers”), the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as Administrative Agent, Collateral Agent, Swingline Lender and L
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.
RENAISSANCE PARENT CORP. 9 WEST 57TH STREET, 42ND FLOOR NEW YORK, NY 10019Gardner Denver Holdings, Inc. • April 4th, 2017 • General industrial machinery & equipment • New York
This letter serves to confirm that Renaissance Parent Corp. (the “Company”) has engaged Kohlberg Kravis Roberts & Co. L.P. (the “Manager”) to provide, and the Manager hereby agrees to provide, management, consulting and financial services to the Company and its direct and indirect divisions, subsidiaries, parent entities and controlled affiliates (collectively, the “Company Group”), as follows:
