364-DAY CREDIT AGREEMENT dated as of December 6, 2023 among LINDE PLC, CERTAIN OF ITS SUBSIDIARIES PARTIES HERETO, THE LENDERS PARTIES HERETO and BANK OF AMERICA, N.A., as Administrative Agent CITIBANK, N.A., DEUTSCHE BANK SECURITIES INC., HSBC...Credit Agreement • December 6th, 2023 • Linde PLC • Industrial inorganic chemicals • New York
CREDIT AGREEMENT dated as of December 6, 2023 (this “Agreement”) among Linde plc, a public limited company incorporated under the laws of Ireland with registered number 606357, the Subsidiary Borrowers (as defined herein), certain Subsidiary Guarantors (as defined herein), the Lenders, the Swingline Lenders and Bank of America, N.A., as Administrative Agent.
LINDE PLC UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONLinde PLC • December 6th, 2018 • Industrial inorganic chemicals
EUROPE SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • November 9th, 2018 • Linde PLC • Industrial inorganic chemicals
In this Agreement, the following terms shall have the meaning ascribed to them in this clause 1.1. Where there is any inconsistency between the definitions set out in this clause 1.1 and the definitions set out in any other clause or Schedule, then, for the purposes of construing such other clause or Schedule, the definitions set out in such other clause shall prevail.
Dated 3 August 2021 LINDE PLC as Issuer and Guarantor and LINDE FINANCE B.V. as Issuer and DEUTSCHE BANK AKTIENGESELLSCHAFT as Fiscal Agent and Paying Agent AMENDED AND RESTATED FISCAL AGENCY AGREEMENT relating to the EUR 10,000,000,000 Debt Issuance...Fiscal Agency Agreement • October 1st, 2021 • Linde PLC • Industrial inorganic chemicals
SUCCESSOR BORROWER ASSUMPTION AGREEMENTSuccessor Borrower Assumption Agreement • March 1st, 2023 • Linde PLC • Industrial inorganic chemicals
Re: The Credit Agreement dated as of December 7, 2022 among Linde plc, the Subsidiary Borrowers referred to therein, the Lenders listed therein, the Guarantors referred to therein and the Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”)
AMENDED AND RESTATED DEALER AGREEMENTDealer Agreement • October 1st, 2021 • Linde PLC • Industrial inorganic chemicals
Business Combination Agreement By and Among Linde Aktiengesellschaft, Praxair, Inc., Linde plc, Zamalight Holdco LLC and Zamalight Subco, Inc.Linde PLC • August 7th, 2017 • Industrial inorganic chemicals
We have acted as counsel for Linde Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under the Laws of the Federal Republic of Germany (“Linde”), in connection with the Business Combination Agreement dated June 1, 2017 (the “Agreement”), by and among Linde, Praxair, Inc., a Delaware corporation (“Praxair”), Linde plc (formerly known as Zamalight plc), a public limited company incorporated under the Laws of Ireland (“New Holdco”), Zamalight Holdco LLC, a Delaware limited liability company and newly formed wholly-owned Subsidiary of New Holdco, and Zamalight Subco, Inc., a Delaware corporation and newly formed, wholly-owned Subsidiary of Zamalight Holdco LLC, whereby Praxair and Linde will become Subsidiaries of New Holdco, on the terms and conditions set forth therein. For purposes of this opinion, capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in the Agreement and references herein to the Agreement shall include all
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 1st, 2023 • Linde PLC • Industrial inorganic chemicals
This Indemnification Agreement (this “Agreement”) is entered into as of March 1, 2023 among (a) Linde Inc., a Delaware corporation and an indirectly controlled subsidiary of Rounderway plc (to be renamed Linde plc) (the “Indemnitor”), and (b) ____________ (the “Indemnitee”).
UPSTREAM GUARANTEE (the “Upstream Guarantee”) of Praxair, Inc. (incorporated under the laws of Delaware) (“Praxair”) to Linde plc (a public limited company incorporated under the laws of Ireland with registered number 602527) (“Linde plc”) relating to...Linde PLC • May 26th, 2020 • Industrial inorganic chemicals
SUPPLEMENTAL INDENTURESupplemental Indenture • September 6th, 2019 • Linde PLC • Industrial inorganic chemicals • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of September 3, 2019, among Praxair, Inc., a Delaware corporation (the “Company”); Linde plc, a public limited company incorporated under the laws of Ireland with registered number 602527 (“Parent”) and the parent of the Company; Linde Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (the “Affiliate Guarantor”) and a subsidiary of Parent; and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
NON-BINDING CONVENIENCE TRANSLATION ONLY 1 JUNE 2017 AMENDMENT AGREEMENT RELATING TO THE SERVICE AGREEMENT AND TO THE LTIP PLAN CONDITIONS between Linde Aktiengesellschaft [●] - "Linde" - and [●] [●] - "Counterparty" or "Executive Board Member" –Service Agreement • March 18th, 2019 • Linde PLC • Industrial inorganic chemicals
Dated 4 May 2023 LINDE PLC as Issuer and DEUTSCHE BANK AKTIENGESELLSCHAFT as Fiscal Agent and Paying Agent AMENDED AND RESTATED FISCAL AGENCY AGREEMENT relating to the EUR 10,000,000,000 Debt Issuance Programme of Linde plc Ref: PWZ Linklaters LLPFiscal Agency Agreement • June 12th, 2023 • Linde PLC • Industrial inorganic chemicals
listed on the Euro MTF Market. In connection with such application it has procured the preparation of the Prospectus (as defined herein). Notes may be listed on such other stock exchange or stock exchanges as the Issuer and the relevant Dealer(s) may agree.
Agreement Company PensionsLinde PLC • March 2nd, 2020 • Industrial inorganic chemicals
The Contractual Partner is engaged by the Company since 15.11.1989 and his engagement with the Company shall end as of 30.09.2019 (“Termination Date”) in order to change the engaging entity. The Company has granted the Contractual Partner a direct pension commitment pursuant to sec. 12 of his service agreement dated 09.03./04.04.2011 (“Pension Commitment”). The obligation, resulting from the Pension Commitment, to make certain pension payments upon occurrence of a pension event (“Pension Entitlements”) shall be transferred to the Engaging Entity with exonerating effect.
FACILITY AGREEMENT betweenLinde PLC • March 18th, 2019 • Industrial inorganic chemicals
SUPPLEMENTAL INDENTURESupplemental Indenture • March 1st, 2023 • Linde PLC • Industrial inorganic chemicals • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of March 1, 2023, among Linde Inc. (formerly Praxair, Inc.), a Delaware corporation (the “Company”); Linde plc (formerly Rounderway plc), a public limited company incorporated under the laws of Ireland with registered number 606357 (“Parent” or the “Successor Guarantor”) and the parent of the Company; Linde GmbH (formerly Linde Aktiengesellschaft), a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany (the “Affiliate Guarantor”) and a subsidiary of Parent; and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee under the Indenture referred to below (in such capacity, the “Trustee”).
SUPPLEMENTAL INDENTURESupplemental Indenture • March 1st, 2023 • Linde PLC • Industrial inorganic chemicals • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of March 1, 2023, among Linde Inc. (formerly Praxair, Inc.), a Delaware corporation (the “Issuer”); Linde plc (formerly Rounderway plc), a public limited company incorporated under the laws of Ireland with registered number 606357 (“Company” or the “Successor Guarantor”) and the parent of the Issuer; Linde GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany (the “Affiliate Guarantor”) and a subsidiary of Parent; and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee under the Indenture referred to below (in such capacity, the “Trustee”).
TERMS AGREEMENTTerms Agreement • August 10th, 2020 • Linde PLC • Industrial inorganic chemicals
Reference is made to the Standard Underwriting Agreement Provisions (June 2, 2020 edition) that is Exhibit 1.1 of the Registration Statement on Form S-3 referenced below and filed by Linde plc with the Securities and Exchange Commission. Such Standard Underwriting Agreement Provisions, other than the form of Terms Agreement attached thereto as Exhibit A (the “Standard Provisions”), are incorporated herein by reference in their entirety (as modified as set forth in Section 2 below) and shall be deemed to be a part of this Terms Agreement to the same extent as if the Standard Provisions had been set forth in full herein. Terms defined in the Standard Provisions are used herein as therein defined.
CONVENIENCE TRANSLATION SERVICE AGREEMENTConvenience Translation • March 2nd, 2020 • Linde PLC • Industrial inorganic chemicals
UPSTREAM GUARANTEE (the “Upstream Guarantee”) of Linde GmbH (a limited liability company (Gesellschaft mit beschränkter Haftung) under the laws of the Federal Republic of Germany) (“Linde GmbH”) to Linde plc (a public limited company incorporated...Linde PLC • May 26th, 2020 • Industrial inorganic chemicals
Linde Holding GmbH Dr.-Carl-von-Linde-Str. 6-14, 82049 Pullach, Germany - hereinafter referred to as the “Company“ – and Mr. Sanjiv Lamba - hereinafter referred to as the “Assignee” - the followingLinde PLC • March 1st, 2021 • Industrial inorganic chemicals
Long-Term Assignment Contract (LTA) as an addendum to the service contract between the Company and the Assignee dated 20 December 2019 (Service Contract)
ADDITIONAL GUARANTOR SUPPLEMENTAdditional Guarantor Supplement • September 6th, 2019 • Linde PLC • Industrial inorganic chemicals
Re: The Credit Agreement dated as of March 26, 2019 among Linde plc, the Subsidiary Borrowers referred to therein, the Lenders listed therein, the Guarantors referred to therein and the Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”)
Americas sale and purchase agreementSale and Purchase Agreement • November 9th, 2018 • Linde PLC • Industrial inorganic chemicals
First Amendment of the Americas Sale and Purchase Agreement dated 21 September 2018And Purchase Agreement • November 9th, 2018 • Linde PLC • Industrial inorganic chemicals
Second Amendment of the Americas Sale and Purchase Agreement dated 19 October 2018And Purchase Agreement • November 9th, 2018 • Linde PLC • Industrial inorganic chemicals
CREDIT AGREEMENT dated as of March 26, 2019 among LINDE PLC, CERTAIN OF ITS SUBSIDIARIES PARTIES HERETO AS BORROWERS, THE LENDERS PARTIES HERETO and BANK OF AMERICA, N.A., as Administrative Agent CITIBANK, N.A., DEUTSCHE BANK SECURITIES INC. and HSBC...Credit Agreement • April 3rd, 2019 • Linde PLC • Industrial inorganic chemicals • New York
CREDIT AGREEMENT dated as of March 26, 2019 (this “Agreement”) among Linde plc, a public limited company incorporated under the laws of Ireland with registered number 602527, the Subsidiary Borrowers (as defined herein), the Lenders, the Swingline Lenders, the Issuing Lenders and Bank of America, N.A., as Administrative Agent.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • October 31st, 2018 • Linde PLC • Industrial inorganic chemicals • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of 22 October 2018 among (a) Zamalight Subco, Inc., a Delaware corporation and a direct, controlled subsidiary of Linde plc (the “Indemnitor”), and (b) (the “Indemnitee”).
Third Amendment of the Americas Sale and Purchase Agreement dated 20 February 2019And Purchase Agreement • March 7th, 2019 • Linde PLC • Industrial inorganic chemicals
(each of Linde, Praxair, Purchaser, the Local Purchasers and PLC herein also referred to individually as a “Party” and collectively as “Parties”).
NON-BINDING CONVENIENCE TRANSLATION ONLY March 2018 SECOND AMENDMENT AGREEMENT TO THE SERVICE AGREEMENT AND TO THE LTIP PLAN CONDITIONS between Linde Aktiengesellschaft represented by its Supervisory Board and [Executive Board Member] hereinafter...Linde PLC • March 18th, 2019 • Industrial inorganic chemicals
Dated 4 May 2023 LINDE PLC as Issuer and DEUTSCHE BANK AKTIENGESELLSCHAFT as Arranger and Dealer and THE OTHER DEALERS AMENDED AND RESTATED DEALER AGREEMENT relating to the EUR 10,000,000,000 Debt Issuance Programme Linklaters LLPDealer Agreement • June 12th, 2023 • Linde PLC • Industrial inorganic chemicals
NONDISCLOSURE, NONSOLICITATION AND NONCOMPETITION AGREEMENTNondisclosure, Nonsolicitation and Noncompetition Agreement • November 18th, 2021 • Linde PLC • Industrial inorganic chemicals • Connecticut
THIS NONDISCLOSURE, NONSOLICITATION AND NONCOMPETITION AGREEMENT (“Agreement”), dated as of November 7, 2021 and effective as of January 1, 2022, is between SANJIV LAMBA (“Employee”) and Linde Inc., for the benefit of Linde Inc. and its Affiliates (collectively referred to herein as the “Company”). Employee and the Company are collectively referred to herein as the “Parties.”
TERMS AGREEMENTTerms Agreement • December 5th, 2022 • Linde PLC • Industrial inorganic chemicals
Reference is made to the Standard Underwriting Agreement Provisions (June 2, 2020 edition) that is Exhibit 1.1 of the Registration Statement on Form S-3 referenced below and filed by Linde plc with the Securities and Exchange Commission. Such Standard Underwriting Agreement Provisions, other than the form of Terms Agreement attached thereto as Exhibit A (the “Standard Provisions”), are incorporated herein by reference in their entirety (as modified as set forth in Section 2 below) and shall be deemed to be a part of this Terms Agreement to the same extent as if the Standard Provisions had been set forth in full herein. Terms defined in the Standard Provisions are used herein as therein defined.
