DEED OF INDEMNITYEdwards Group LTD • April 23rd, 2013 • Pumps & pumping equipment
WHEREAS, highly competent persons have become more reluctant to service corporations as directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;
DEED OF INDEMNITYEdwards Group LTD • April 23rd, 2013 • Pumps & pumping equipment
WHEREAS, highly competent persons have become more reluctant to service corporations as directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;
THIRD AMENDMENT AND RESTATEMENT AGREEMENTCredit Agreement • April 23rd, 2013 • Edwards Group LTD • Pumps & pumping equipment • New York
CREDIT AGREEMENT dated as of May 31, 2007, as amended and restated as of March 26, 2013 (this “Agreement”), among EDWARDS (CAYMAN ISLANDS II) LIMITED, a company organized in the Cayman Islands (the “Company” or the “Borrower”), EDWARDS (CAYMAN ISLANDS I) LIMITED, a company organized in the Cayman Islands (“Holdings”), the LENDERS party hereto from time to time, and DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity, the “Administrative Agent”).
SERVICE AGREEMENT between EDWARDS LIMITED and JAMES F GENTILCOREAgreement • April 23rd, 2013 • Edwards Group LTD • Pumps & pumping equipment • England and Wales
AMENDMENT AND WAIVER TO THE SHAREHOLDERS’ AGREEMENT February 11, 2013Shareholders’ Agreement • April 23rd, 2013 • Edwards Group LTD • Pumps & pumping equipment • New York
WHEREAS, the undersigned parties to this amendment and waiver (this “Amendment and Waiver”) are parties to that certain Shareholders’ Agreement, dated as of May 16, 2012 (as may be amended from time to time, the “Agreement”), among (i) Edwards Group Limited, a Cayman Islands exempted company (the “Company”), (ii) CCMP Capital Investors II (AV-3), LP., a Cayman Islands exempted limited partnership (“AV-3”), (iii) CCMP Capital Investors (Cayman) II, LP., a Cayman Islands exempted limited partnership (“Cayman” and together with AV-3, “CCMP”), (iv) Unitas Capital Investors (Cayman) Ltd., a Cayman Islands limited company (“Unitas”), and (v) each person listed as a “Management Shareholder” on the signature pages thereto or that has subsequently become a party to the Agreement as a “Management Shareholder” (each a “Management Shareholder” and, collectively, the “Management Shareholders”);
Edwards Group Limited 2012 Equity Incentive Plan UK UNAPPROVED SHARE OPTION AWARD AGREEMENTAward Agreement • April 23rd, 2013 • Edwards Group LTD • Pumps & pumping equipment • England and Wales
THIS UK UNAPPROVED SHARE OPTION AWARD AGREEMENT (this “Award Agreement”), effective as of 28 February 2013 (the “Date of Grant”), is made and delivered as a Deed by Edwards Group Limited, an exempted company incorporated in the Cayman Islands (the “Company”).
