10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2020

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________to___________

Commission File Number: 001-38095

Ingersoll Rand Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	46-2393770
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

800-A Beaty Street

Davidson, North Carolina 28036

(704) 655-4000

(Address, including zip code, of principal executive offices and registrant’s telephone number, including area code)

Gardner Denver Holdings, Inc.

222 East Erie Street, Suite 500

Milwaukee, Wisconsin 53202

(704) 655-4000

(Former name, former address and former fiscal year, if changed since last report)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $0.01 Par Value per share	IR	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒   No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐  (Do not check if a smaller reporting company)	Smaller reporting company	☐
Emerging growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

The registrant had outstanding 416,592,698 shares of Common Stock, par value $0.01 per share, as of May 13, 2020.

Table of Contents

INGERSOLL RAND INC. AND SUBSIDIARIES

FORM 10-Q

INDEX

	Page No.
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
Item 3. Quantitative and Qualitative Disclosures About Market Risk	60
Item 4. Controls and Procedures	61
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	61
Item 1A. Risk Factors	61
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	63
Item 3. Defaults Upon Senior Securities	63
Item 4. Mine Safety Disclosures	63
Item 5. Other Information	63
Item 6. Exhibits	64
SIGNATURES	66

2

EXPLANATORY NOTE

Ingersoll Rand, Inc. (the “Company”) is relying on the “Order under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions: From the Reporting and Proxy Delivery Requirements for Public Companies” dated March 25, 2020 (Release No. 34-88465) issued by the Securities and Exchange Commission (the “SEC”) to file this Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Form 10-Q”) on the date hereof, which is after the original May 11, 2020 filing deadline, due to circumstances related to coronavirus disease 2019 (“COVID-19”).

At the end of the day on February 29, 2020, the Company completed its transformative merger with the Industrial business of Ingersoll-Rand PLC, making this Form 10-Q the combined Company’s first periodic report. As expected, this resulted in a longer and more complex quarterly close process. In addition, in response to the COVID-19 pandemic and the various governmental shelter-in-place orders issued in relation to it, the Company moved quickly to a work-at-home policy for all employees whose jobs were not critical to operations and service support, which included all employees responsible for the preparation of the Company’s quarterly financial statements and this Form 10-Q. This further slowed an already complex close process and caused completion of the process to be briefly delayed.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

In addition to historical information, this Form 10-Q may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections.  All statements, other than statements of historical facts included in this Form 10-Q, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, may be forward-looking statements.  Words such as “estimates,” “expects,” “contemplates,” “will,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “may,” “should” and variations of such words or similar expressions are intended to identify forward-looking statements.  The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control.  Our expectations, beliefs, estimates and projections are expressed in good faith and we believe there is a reasonable basis for them.  However, there can be no assurance that management’s expectations, beliefs, estimates and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this Form 10-Q.  Such risks, uncertainties and other important factors that could cause actual results to differ include, among others, the risks, uncertainties and factors set forth under “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and “Part II. Item 1A. Risk Factors” in this Form 10-Q, as such risk factors may be updated from time to time in our periodic filings with the SEC, and are accessible on the SEC’s website at www.sec.gov, and also include the following:

• The COVID-19 pandemic has adversely affected our business and results of operations, and could have a material and adverse effect on our business, results of operations and financial condition in the future;

• We have exposure to the risks associated with instability in the global economy and financial markets, which may negatively impact our revenues, liquidity, suppliers and customers.

• More than half of our sales and operations are in non-U.S. jurisdictions and we are subject to the economic, political, regulatory and other risks of international operations.

• Our revenues and operating results, especially in the High Pressure Solutions segment, depend on the level of activity in the energy industry, which is significantly affected by volatile oil and gas prices.

• Our results of operations are subject to exchange rate and other currency risks. A significant movement in exchange rates could adversely impact our results of operations and cash flows.

• Potential governmental regulations restricting the use, and increased public attention to and litigation regarding the impacts, of hydraulic fracturing or other processes on which it relies could reduce demand for our products.

3

• We face competition in the markets we serve, which could materially and adversely affect our operating results.

• Large or rapid increases in the cost of raw materials and component parts, substantial decreases in their availability or our dependence on particular suppliers of raw materials and component parts could materially and adversely affect our operating results.

• Our operating results could be adversely affected by a loss or reduction of business with key customers or consolidation or the vertical integration of our customer base.

• Credit and counterparty risks could harm our business.

• Acquisitions and integrating such acquisitions create certain risks and may affect our operating results.

• The loss of, or disruption in, our distribution network could have a negative impact on our abilities to ship products, meet customer demand and otherwise operate our business.

• Our ongoing and expected restructuring plans and other cost savings initiatives may not be as effective as we anticipate, and we may fail to realize the cost savings and increased efficiencies that we expect to result from these actions. Our operating results could be negatively affected by our inability to effectively implement such restructuring plans and other cost savings initiatives.

• Our success depends on our executive management and other key personnel and our ability to attract and retain top talent throughout the Company.

• If we are unable to develop new products and technologies, our competitive position may be impaired, which could materially and adversely affect our sales and market share.

• Cost overruns, delays, penalties or liquidated damages could negatively impact our results, particularly with respect to fixed-price contracts for custom engineered products.

• The risk of non-compliance with U.S. and foreign laws and regulations applicable to our international operations could have a significant impact on our results of operations, financial condition or strategic objectives.

• Changes in tax or other laws, regulations, or adverse determinations by taxing or other governmental authorities could increase our effective tax rate and cash taxes paid or otherwise affect our financial condition or operating results.

• A significant portion of our assets consists of goodwill and other intangible assets, the value of which may be reduced if we determine that those assets are impaired.

• Our business could suffer if we experience employee work stoppages, union and work council campaigns or other labor difficulties.

• We are a defendant in certain asbestos and silica-related personal injury lawsuits, which could adversely affect our financial condition.

• A natural disaster, catastrophe, pandemic or other event could adversely affect our operations.

• Information systems failure may disrupt our business and result in financial loss and liability to our customers.

• The nature of our products creates the possibility of significant product liability and warranty claims, which could harm our business.

• Environmental compliance costs and liabilities could adversely affect our financial condition.

4

• Third parties may infringe upon our intellectual property or may claim we have infringed their intellectual property, and we may expend significant resources enforcing or defending our rights or suffer competitive injury.

• We face risks associated with our pension and other postretirement benefit obligations.

• Our substantial indebtedness could have important adverse consequences and adversely affect our financial condition.

• We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

• Despite our level of indebtedness, we and our subsidiaries may still be able to incur substantially more debt, including off-balance sheet financing, contractual obligations and general and commercial liabilities. This could further exacerbate the risks to our financial condition described above.

• The terms of the credit agreement governing the Senior Secured Credit Facilities may restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.

• Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

• We utilize derivative financial instruments to reduce our exposure to market risks from changes in interest rates on our variable rate indebtedness and we will be exposed to risks related to counterparty credit worthiness or non-performance of these instruments.

• If the financial institutions that are part of the syndicate of our Revolving Credit Facility fail to extend credit under our facility or reduce the borrowing base under our Revolving Credit Facility, our liquidity and results of operations may be adversely affected.

• The Company may face risk associated with the discontinuation of and transition from currently used financial reference rates.

We caution you that the risks, uncertainties and other factors referenced above may not contain all of the risks, uncertainties and other factors that are important to you.  In addition, we cannot assure you that we will realize the results, benefits or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected.  There can be no assurance that (i) we have correctly measured or identified all of the factors affecting our business or the extent of these factors’ likely impact, (ii) the available information with respect to these factors on which such analysis is based is complete or accurate, (iii) such analysis is correct or (iv) our strategy, which is based in part on this analysis, will be successful.  All forward-looking statements in this report apply only as of the date of this report or as of the date they were made and, except as required by applicable law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

All references to “we,” “us,” “our,” the “Company” or “Ingersoll Rand” in this Quarterly Report on Form 10-Q mean Ingersoll Rand Inc. and its subsidiaries, unless the context otherwise requires.

Website Disclosure

We use our website www.irco.com as a channel of distribution of Company information. Financial and other important information regarding us is routinely accessible through and posted on our website. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about Ingersoll Rand Inc. when you enroll your email address by visiting the “Email Alerts” section of our website at investors.irco.com. The contents of our website are not, however, a part of this Quarterly Report on Form 10-Q.

5

PART 1.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

INGERSOLL RAND INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in millions, except per share amounts)

	For the Three Month Period Ended March 31,
	2020			2019
Revenues	$	799.9		$	620.3
Cost of sales		555.4			389.8
Gross Profit		244.5			230.5
Selling and administrative expenses		155.4			117.0
Amortization of intangible assets		55.2			31.4
Other operating expense, net		100.7			1.9
Operating (Loss) Income		(66.8	)		80.2
Interest expense		27.1			22.4
Loss on extinguishment of debt		2.0			—
Other income, net		(0.2	)		(1.3	)
(Loss) Income Before Income Taxes		(95.7	)		59.1
(Benefit) provision for income taxes		(58.9	)		12.0
Net (Loss) Income		(36.8	)		47.1
Less: Net loss attributable to noncontrolling interests		—			—
Net (Loss) Income Attributable to Ingersoll Rand Inc.	$	(36.8	)	$	47.1
Basic (loss) earnings per share	$	(0.13	)	$	0.23
Diluted (loss) earnings per share	$	(0.13	)	$	0.23

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

INGERSOLL RAND INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Unaudited)

(Dollars in millions)

	For the Three Month Period Ended March 31,
	2020			2019
Comprehensive (Loss) Income Attributable to Ingersoll Rand Inc.
Net (loss) income attributable to Ingersoll Rand Inc.	$	(36.8	)	$	47.1
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments, net		(92.2	)		(0.1	)
Unrecognized gains on cash flow hedges, net		1.2			1.9
Pension and other postretirement prior service cost and gain or loss, net		2.9			0.2
Total other comprehensive (loss) income, net of tax		(88.1	)		2.0
Comprehensive (loss) income attributable to Ingersoll Rand Inc.		(124.9	)		49.1
Comprehensive Loss Attributable to Noncontrolling Interests
Net loss attributable to noncontrolling interests	$	—		$	—
Other comprehensive loss, net of tax
Foreign currency translation adjustments, net		(4.0	)		—
Total other comprehensive loss, net of tax		(4.0	)		—
Comprehensive loss attributable to noncontrolling interests		(4.0	)		—
Total Comprehensive (Loss) Income	$	(128.9	)	$	49.1

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

INGERSOLL RAND INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in millions, except share and per share amounts)

	March 31, 2020			December 31, 2019
Assets
Current assets
Cash and cash equivalents	$	555.7		$	505.5
Accounts receivable, net of allowance for doubtful accounts of $49.1 and $18.4, respectively		1,027.5			459.1
Inventories		1,088.1			502.5
Other current assets		258.1			76.8
Total current assets		2,929.4		$	1,543.9
Property, plant and equipment, net of accumulated depreciation of $310.1 and $298.4, respectively		829.0			326.6
Goodwill		5,503.4			1,287.7
Other intangible assets, net		5,679.7			1,255.0
Deferred tax assets		34.7			3.0
Other assets		382.1			212.2
Total assets	$	15,358.3		$	4,628.4
Liabilities and Stockholders’ Equity
Current liabilities
Short-term borrowings and current maturities of long-term debt	$	35.7		$	7.6
Accounts payable		764.6			322.9
Accrued liabilities		589.7			244.1
Total current liabilities		1,390.0			574.6
Long-term debt, less current maturities		3,427.1			1,603.8
Pensions and other postretirement benefits		269.3			99.7
Deferred income taxes		1,111.1			251.0
Other liabilities		405.3			229.4
Total liabilities	$	6,602.8		$	2,758.5
Commitments and contingencies (Note 15)
Stockholders’ equity
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 418,217,918 and 206,767,529 shares issued as of March 31, 2020 and December 31, 2019, respectively		4.2			2.1
Capital in excess of par value		9,241.5			2,302.0
Accumulated deficit		(179.2	)		(141.4	)
Accumulated other comprehensive loss		(344.1	)		(256.0	)
Treasury stock at cost; 1,659,263 and 1,701,785 shares as of March 31, 2020 and December 31, 2019, respectively		(36.2	)		(36.8	)
Total Ingersoll Rand Inc stockholders’ equity	$	8,686.2		$	1,869.9
Noncontrolling interests		69.3			—
Total stockholders’ equity	$	8,755.5		$	1,869.9
Total liabilities and stockholders’ equity	$	15,358.3		$	4,628.4

The accompanying notes are an integral part of these condensed consolidated financial statements.

8

INGERSOLL RAND INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

 (Dollars in millions)

	For the Three Month
	Period Ended
	March 31,
	2020			2019
Number of Common Shares Issued (in millions)
Balance at beginning of period		206.8			201.1
Issuance of common stock for stock-based compensation plans		0.4			2.2
Shares issued to acquire Ingersoll Rand Industrial		211.0			—
Balance at end of period		418.2			203.3
Common Stock
Balance at beginning of period	$	2.1		$	2.0
Issuance of common stock for stock-based compensation plans		—			—
Shares issued to acquire Ingersoll Rand Industrial		2.1			—
Balance at end of period	$	4.2		$	2.0
Capital in Excess of Par Value
Balance at beginning of period	$	2,302.0		$	2,282.7
Issuance of common stock for stock-based compensation plans		2.2			12.9
Issuance of treasury stock for stock-based compensation plans		(1.0	)		(9.2	)
Shares issued for Ingersoll Rand Industrial acquisition		6,917.4			—
Fair value attributable to pre-merger service for replacement equity awards		8.6			—
Fair value attributable to pre-merger service for deferred compensation plan		8.9			—
Cost incurred to issue shares for Ingersoll Rand Industrial acquisition		(1.0	)		—
Stock-based compensation		4.4			2.9
Balance at end of period	$	9,241.5		$	2,289.3
Accumulated Deficit
Balance at beginning of period	$	(141.4	)	$	(308.7	)
Net (loss) income attributable to Ingersoll Rand Inc.		(36.8	)		47.1
Cumulative-effect adjustment upon adoption of new accounting standard (ASU 2018-02)		—			8.2
Cumulative-effect adjustment upon adoption of new accounting standard (ASU 2016-13)		(1.0	)		—
Balance at end of period	$	(179.2	)	$	(253.4	)
Accumulated Other Comprehensive Loss
Balance at beginning of period	$	(256.0	)	$	(247.0	)
Foreign currency translation adjustments, net		(92.2	)		(0.1	)
Unrecognized gains on cash flow hedges, net		1.2			1.9
Pension and other postretirement prior service cost and gain or loss, net		2.9			0.2
Cumulative-effect adjustment upon adoption of new accounting standard (ASU 2018-02)		—			(8.2	)
Balance at end of period	$	(344.1	)	$	(253.2	)
Treasury Stock
Balance at beginning of period	$	(36.8	)	$	(53.0	)
Purchases of treasury stock		(0.8	)		(8.5	)
Issuance of treasury stock for stock-based compensation plans		1.4			14.5
Balance at end of period	$	(36.2	)	$	(47.0	)
Total Ingersoll Rand Inc. Stockholders’ Equity	$	8,686.2		$	1,737.7
Noncontrolling Interests
Balance at beginning of period	$	—		$	—
Net (loss) income		—			—
Noncontrolling interest from acquisition of Ingersoll Rand Industrial		73.3			—
Foreign currency translation adjustments, net		(4.0	)		—
Balance at end of period	$	69.3		$	—
Total Stockholders’ Equity	$	8,755.5		$	1,737.7

The accompanying notes are an integral part of these condensed consolidated financial statements.

9

INGERSOLL RAND INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 (Dollars in millions)

	For the			For the
	Three Month			Three Month
	Period Ended			Period Ended
	March 31,			March 31,
	2020			2019
Cash Flows From Operating Activities
Net (loss) income	$	(36.8	)	$	47.1
Adjustments to reconcile net (loss) income to net cash provided by operating activities
Amortization of intangible assets		55.2			31.4
Depreciation in cost of sales		15.0			11.8
Depreciation in selling and administrative expenses		2.1			2.3
Stock-based compensation expense		3.5			7.5
Foreign currency transaction losses, net		2.6			3.1
Net loss on asset dispositions		—			0.1
Loss on extinguishment of debt		2.0			—
Deferred income taxes		(1.1	)		(5.1	)
Changes in assets and liabilities
Receivables		(4.1	)		5.4
Inventories		(23.6	)		(33.5	)
Accounts payable		105.6			8.8
Accrued liabilities		(79.1	)		15.5
Other assets and liabilities, net		27.1			(25.6	)
Net cash provided by operating activities		68.4			68.8
Cash Flows From Investing Activities
Capital expenditures		(8.3	)		(14.1	)
Net cash acquired (paid) in business combinations		41.3			(0.5	)
Disposals of property, plant and equipment		0.1			(0.1	)
Net cash provided by (used) in investing activities		33.1			(14.7	)
Cash Flows From Financing Activities
Principal payments on long-term debt		(1,590.6	)		(26.9	)
Proceeds from long-term debt		1,586.0			—
Purchases of treasury stock		(0.8	)		(8.5	)
Proceeds from stock option exercises		2.7			18.1
Payments of contingent consideration		(0.7	)		—
Payments of debt issuance costs		(37.5	)		—
Payments of costs incurred to issue shares for Ingersoll Rand Industrial acquisition		(1.0	)		—
Net cash used in financing activities		(41.9	)		(17.3	)
Effect of exchange rate changes on cash and cash equivalents		(9.4	)		5.7
Net increase in cash and cash equivalents		50.2			42.5
Cash and cash equivalents, beginning of period		505.5			221.2
Cash and cash equivalents, end of period	$	555.7		$	263.7
Supplemental Cash Flow Information
Cash paid for income taxes	$	12.4		$	13.5
Cash paid for interest	$	25.9		$	21.1
Debt issuance costs in accounts payable	$	4.3		$	—
Debt issuance costs in accrued liabilities	$	0.4		$	—
Leased assets obtained in exchange for new operating lease liabilities	$	1.0		$	1.7
Capital expenditures in accounts payable	$	4.4		$	4.5

The accompanying notes are an integral part of these condensed consolidated financial statements.

10

INGERSOLL RAND INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Amounts in millions, except share and per share amounts)

Note 1. Basis of Presentation and Recent Accounting Pronouncements

Basis of Presentation

On February 29, 2020, Ingersoll Rand Inc. (formerly known as Gardner Denver Holdings, Inc.) completed the acquisition of the Ingersoll Rand Industrial business (“Ingersoll Rand Industrial”) by way of merger and changed its name from Gardner Denver Holdings, Inc. to Ingersoll Rand Inc.  The condensed consolidated financial statements as of and for the three month period ended March 31, 2020 include the financial results of Ingersoll Rand Industrial from the date of acquisition.

Ingersoll Rand Inc. is a holding company whose operating subsidiaries are Gardner Denver, Inc. and Ingersoll Rand Industrial U.S., Inc, and certain of Gardner Denver, Inc’s. and Ingersoll Rand Industrial U.S., Inc’s subsidiaries.  Ingersoll Rand Inc. is a diversified, global manufacturer of highly engineered, application-critical flow control products and provider of related aftermarket parts and services. The accompanying condensed consolidated financial statements include the accounts of Ingersoll Rand Inc. and its majority-owned subsidiaries (collectively referred to herein as “Ingersoll Rand” or the “Company”).

The financial information presented as of any date other than December 31, 2019 has been prepared from the books and records of the Company without audit.  The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information.  Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.  In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of adjustments associated with acquisition accounting and normal recurring adjustments, necessary for the fair presentation of such financial statements.  All intercompany transactions and accounts have been eliminated in consolidation.

The Company’s unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Securities and Exchange Commission (“SEC”).

The results of operations for the three month period ended March 31, 2020 is not necessarily indicative of the results to be expected for the full year.  The recent outbreak of the novel Coronavirus (“COVID-19”) is a rapidly developing situation around the globe that has negatively impacted and could continue to negatively impact the global economy.  The Company’s operating results will be subject to fluctuations based on general economic conditions, and the extent to which COVID-19 may ultimately impact its business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate extent of the spread of the disease and the duration of the outbreak and business closures or business disruptions for the Company, suppliers and customers.

The balance sheet as of December 31, 2019 has been derived from the Company’s audited financial statements as of that date but does not include all of the information and notes required by GAAP for complete financial statements.

Immediately prior to the acquisition of Ingersoll Rand Industrial, affiliates of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) owned 70,671,135 shares of common stock of the Company or approximately 34%, of the total outstanding common stock of the Company.  Following the acquisition of Ingersoll Rand Industrial, KKR owns 70,671,135 shares of common stock of the Company or approximately 17% of the total outstanding common stock of the Company.

The classification of stock-based compensation expense reported for the three month period ended March 31, 2019 was corrected. As a result, previously reported “Other operating expense, net” was decreased and “Selling and administrative expenses” was increased by $9.3 million for the three month period ended March 31, 2019.

Resegmentation

Subsequent to the acquisition of Ingersoll Rand Industrial, Ingersoll Rand reorganized its reportable segments.  As a result, the Company no longer reports under the reportable segments of Industrial, Energy and Medical.  Instead, the Company presents financial information for the reportable segments of Industrial Technologies and Services, Precision and Science Technologies, Specialty Vehicle Technologies and High Pressure Solutions.  The Company’s Chief Operating Decision Maker regularly reviews financial information to allocate resources and assess performance utilizing these reorganized segments.  See Note 5 “Goodwill and Other Intangible Assets” for the allocation of goodwill to the new reportable segments.  See Note 16 “Segment Results” for a description of the new reportable segments.

11

Recently Adopted Accounting Standard Updates (“ASU”)

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40); Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in this update require implementation costs incurred by customers in cloud computing arrangements (i.e., hosting arrangements) to be capitalized under the same premises of authoritative guidance for internal-use software, and deferred over the noncancelable term of the cloud computing arrangement plus any option renewal periods that are reasonably certain to be exercised by the customer or for which the exercise is controlled by the service provider. The Company adopted this guidance prospectively on January 1, 2020.  The adoption did not have a material impact on the Company’s condensed consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update eliminate, add and modify certain disclosure requirements for fair value measurements as part of its disclosure framework project. The Company adopted this guidance on January 1, 2020.  The adoption did not have a material impact on the Company’s condensed consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which added an impairment model that is based on expected losses rather than incurred losses and is called the Current Expected Credit Losses (“CECL”) model. This impairment model is applicable to loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, reinsurance receivables as well as any other financial asset with the contractual right to receive cash. Under the new model, an allowance equal to the estimate of lifetime expected credit losses is recognized which will result in more timely loss recognition. The guidance is intended to reduce complexity by decreasing the number of credit impairment models. The Company adopted this guidance on January 1, 2020, using a modified retrospective transition method.  The Company recorded a cumulative-effect adjustment on the adoption date increasing “Accumulated deficit” in the Condensed Consolidated Balance Sheets by $1.0 million and decreasing “Accounts receivable, net of allowance for doubtful accounts” in the Condensed Consolidated Balance Sheets by $1.0 million.

Recently Issued Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for a limited time to ease the potential burden of accounting for reference rate reform on financial reporting. This guidance applies to contracts, hedging relationships and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates.  The guidance is effective beginning on March 12, 2020 through December 31, 2022.  The Company has not utilized any of the optional expedients or exceptions available under this ASU.  The Company will continue to assess whether this ASU is applicable throughout the effective period.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this update simplify the accounting for income taxes by removing certain exceptions and amending and clarifying existing guidance.  The guidance is effective for public companies beginning with the first quarter of 2021.  Early adoption is permitted. The Company is currently assessing the impact of this ASU on its condensed consolidated financial statements and evaluating the timing of adoption.

In August 2018, the FASB issued ASU 2018-14, Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans. The amendments in this update eliminate, add and modify certain disclosure requirements for defined benefit pension plans. The guidance is effective for public companies beginning with its annual report for fiscal year 2020.  This ASU will have an immaterial impact on the Company’s condensed consolidated financial statements.

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Note 2. Business Combinations

Ingersoll Rand Industrial Acquisition

On February 29, 2020, Ingersoll Rand completed the acquisition of Ingersoll Rand Industrial for the total estimated purchase consideration of approximately $6,937.0 million which represents Ingersoll Rand common stock with a fair value of $6,919.5 million and the balance equal to the fair value attributable to pre-acquisition service for replacement equity awards and deferred compensation arrangements settled in shares (or valued by reference to shares) of Ingersoll Rand common stock and reimbursement of retirement funding obligation.  Ingersoll Rand Industrial is a global provider of mission-critical flow control and compression equipment and associated aftermarket parts, consumables and services.  Ingersoll Rand acquired Ingersoll Rand Industrial to extend and enhance its portfolio of products to address market opportunities in the compressor, blower, pump and other industrial product markets.

Immediately prior to the merger, Trane Technologies plc (formerly known as Ingersoll-Rand plc) (“Old IR” or “Trane Technologies”) completed a spin-off in which it distributed one share of common stock of Ingersoll-Rand Industrial US. Holdco, Inc. (“SpinCo”), par value $0.01 per share, for each share of Old IR, outstanding as of the record date for the spin-off on February 24, 2020.  In accordance with the merger agreement by and among Ingersoll Rand, Old IR, SpinCo and Charm Merger Sub Inc, a wholly owned subsidiary of Ingersoll Rand (“Merger Sub”), Merger Sub merged with and into SpinCo (the “acquisition”) and each share of common stock of SpinCo, par value $0.01 per share (“SpinCo common stock”), issued and outstanding immediately prior to the acquisition was converted into the right to receive 0.8824 shares of common stock of Ingersoll Rand, par value $0.01 per share (“Ingersoll Rand common stock”).  Immediately after the consummation of the acquisition, approximately 50.1% of the outstanding shares of Ingersoll Rand common stock on a fully-diluted basis was held by SpinCo stockholders and approximately 49.9% of the outstanding shares of the Company common stock on a fully-diluted basis was held by pre-acquisition Ingersoll Rand stockholders.  Since Ingersoll Rand (formerly named Gardner Denver Holdings, Inc.) is the accounting acquirer, the fair value of the equity issued by Ingersoll Rand to SpinCo stockholders in the acquisition was determined by reference to the market price of Ingersoll Rand common stock.  Accordingly, the purchase consideration below reflects the estimated fair value of the Ingersoll Rand shares issued in exchange for shares of SpinCo common stock in the acquisition, which is based on the final closing price of shares of Ingersoll Rand common stock prior to the effective time of the acquisition on February 28, 2020 of $32.79 per share.  The Company incurred approximately $87.3 million in total acquisition-related costs in connection with the acquisition, including approximately $42.3 million in the three month period ended March 31, 2020 recorded to “Other operating expenses, net” in the Condensed Consolidated Statements of Operations.  In addition, the Company incurred $1.0 million in registration fees in connection with issuing shares in the acquisition of Ingersoll Rand Industrial.  The $1.0 million reduced “Capital in excess of par value” of the Condensed Consolidated Balance Sheets.

Preliminary Purchase Price Allocation

In accordance with the FASB’s ASC 805 Business Combinations, Ingersoll Rand was determined to be the accounting acquirer.  As such, Ingersoll Rand applied the acquisition method of accounting with respect to the identifiable assets and liabilities of Ingersoll Rand Industrial, which have been measured at estimated fair value as of the date of the business combination.

Ingersoll Rand Industrial’s assets and liabilities were measured at estimated fair values at February 29, 2020, primarily using Level 3 inputs except for debt, which was measured using Level 2 inputs and non-controlling interests, which was measured using Level 1 inputs.  Estimates of fair value represent management’s best estimate of assumptions about future events and uncertainties, including significant judgments related to future cash flows, discount rates, competitive trends, margin and revenue growth assumptions including royalty rates and customer attrition rates, market comparables and others.  Inputs used were generally obtained from historical data supplemented by current and anticipated market conditions and growth rates.

The following table summarizes the preliminary allocation of purchase price to the identifiable assets acquired and liabilities assumed by Ingersoll Rand, with the excess of purchase price over the fair value of Ingersoll Rand Industrial’s net assets recorded as goodwill.  Due to the timing of the business combination and the magnitude of and multi-jurisdictional nature of the net assets acquired, at March 31, 2020 the valuation process to determine the fair values is not complete and further adjustments are expected in fiscal year 2020.  The Company has estimated the preliminary fair value of net assets acquired based on information currently available and will continue to adjust those estimates as additional information becomes available, including the refinement of market participant assumptions and finalization of tax returns in the pre-acquisition period.  As the Company finalizes the fair value of assets acquired and liabilities assumed, as well as finalizes working capital adjustments, additional purchase price allocation adjustments will be recorded during the measurement period, but no later than one year from the date of the acquisition.  The Company will reflect measurement period adjustments in the period in which the adjustments are determined.

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The aggregate purchase consideration has been preliminarily allocated as follows.

Purchase Price
Fair value of Ingersoll Rand common stock issued for Ingersoll Rand
Industrial outstanding common stock(1)	$	6,919.5
Fair value attributable to pre-merger service for replacement equity awards(2)		8.6
Fair value attributable to pre-merger service for deferred compensation plan(3)		8.9
Total purchase consideration	$	6,937.0

Purchase Price Allocation
Cash	$	41.3
Accounts receivable		579.9
Inventory		576.2
Other current assets		136.9
Property, plant and equipment		520.0
Goodwill		4,278.2
Intangible assets		4,501.3
Other noncurrent assets		269.8
Total current liabilities, including current maturities of long-term debt of $19.0 million		(830.6	)
Deferred tax liability		(900.6	)
Long-term debt, net of debt issuance costs and an original issue discount		(1,851.7	)
Other noncurrent liabilities		(310.4	)
Noncontrolling interest		(73.3	)
	$	6,937.0

⁽¹⁾ Represents the fair value of 211,023,522 shares of the Company’s common stock issued for Ingersoll Rand Industrial outstanding common stock multiplied by $32.79, the price per share of common stock as of the closing price on February 28, 2020.

⁽²⁾ Represents the fair value of the replacement equity awards to the extent those related to services provided by the employee of Ingersoll Rand Industrial prior to closing.  See Note 9 “Stock-Based Compensation Plan” for additional information about the replacement equity awards.

⁽³⁾ Represents the fair value of the deferred compensation plan to be settled in equity.  See Note 7 “Benefit Plans” for additional information about the deferred compensation plan.

Summary of Significant Fair Value Methods

The methods used to determine the preliminary fair value of significant identifiable assets and liabilities included in the preliminary allocation of purchase price are discussed below.  The final fair value determination may differ from this preliminary determination.

Inventories

Acquired inventory is comprised of finished goods, work in process and raw materials.  The preliminary fair value of finished goods was calculated as the estimated selling price, adjusted for costs of the selling effort and a reasonable profit allowance relating to the selling effort.  The preliminary fair value of work in process inventory was primarily calculated as the estimated selling price, adjusted for estimated costs to complete the manufacturing, estimated costs of the selling effort, as well as a reasonable profit margin on the remaining manufacturing and selling effort.  The preliminary fair value of raw materials and supplies was determined based on replacement cost which approximates historical carrying value.  The preliminary fair value step-up of $102.3 million of inventories measured on a First In First Out (“FIFO”) basis is amortized to “Cost of sales” in the condensed consolidated financial statements as the inventory is sold, which is expected to be a period of four months from the acquisition date.  For inventories measured on a Last In First Out (“LIFO”) basis, the acquired inventory becomes the LIFO base layer inventory.

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Property, Plant and Equipment

The preliminary fair value of property, plant and equipment was primarily calculated using replacement costs adjusted for the age and condition of the asset, with the exception of real property which was calculated using the market approach, and is summarized below.

Land	$	38.8
Buildings		177.4
Machinery and equipment		255.9
Office furniture and equipment		13.2
Other		0.9
Construction in progress		33.8
Preliminary fair value of property, plant and equipment	$	520.0

Identifiable Intangible Assets

The estimated preliminary fair value and weighted average useful life of the Ingersoll Rand Industrial identifiable intangible assets are as follows.

	Fair Value		Weighted average useful life (years)
Tradenames(1)	$	1,427.0	Indefinite
Developed technology(2)		145.0		6
Customer relationships(3)		2,805.0		21
Backlog(4)		90.9	< 1
Other(5)		33.4		4
Preliminary fair value of identfiable intangible assets	$	4,501.3

⁽¹⁾ Tradenames were identified from brands of Ingersoll Rand Industrial.  The preliminary fair value of tradenames were determined using a relief from royalty methodology which estimates the cost savings generated by a company related to the ownership of an asset for which it would otherwise have had to pay royalties or license fees on revenues earned through the use of the asset.  The discount rate used was determined at the time of measurement based on an analysis of the implied internal rate of return of the transaction, weighted average cost of capital and weighted average return on assets.  Tradenames are expected to have an indefinite useful life.

⁽²⁾ Developed technology was identified from the products of Ingersoll Rand Industrial.  Preliminary fair values were determined using a relief from royalty methodology with similar methodology and assumptions as described in the tradename description above.  The economic useful life was determined based on the technology cycle related to each developed technology, as well as the cash flows over the forecast period.

⁽³⁾ Customer relationships represent the preliminary fair value of existing relationships with the Ingersoll Rand Industrial customers.  Its preliminary fair value was determined using the Multi-Period Excess Earning Method which involves isolating the net earnings attributable to the asset being measured based on present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life.  The valuation includes a valuation of the assembled workforce, using the Cost Approach, for purposes of calculating contributory asset charges to be used in the Multi-Period Excess Earning Method valuations.  The economic useful life was determined based on historical customer attrition rates.

⁽⁴⁾ Backlog primarily relates to the dollar value of purchase arrangements with customers, effective, as of a given point in time, that are based on mutually agreed terms which, in some cases, may still be subject to completion of written documentation and may be changed or cancelled by the customer, often without penalty.  Ingersoll Rand Industrial’s backlog consists of these arrangements with assigned shipment dates expected, in most cases, within three to twelve months.  The preliminary fair value was determined using the Multi-Period Excess Earning Method.  The economic useful life is based on the time to fulfill the outstanding order backlog obligation.

⁽⁵⁾ Other intangible assets is primarily comprised of software.

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The Company believes that the amounts of purchased intangible assets recorded represent the preliminary fair values of and approximates the amounts a market participant would pay for these intangible assets as of the acquisition date.

Leases, including lease liabilities and right-of-use (“ROU”) assets

Lease liabilities, included in “Accrued liabilities” and “Other non-current liabilities” in the Condensed Consolidated Balance Sheets, at the acquisition date, are remeasured at the present value of the future minimum lease payments over the remaining lease term and the incremental borrowing rate of Ingersoll Rand as if the acquired leases were new leases as of the acquisition date.  ROU assets included in “Other assets” in the Condensed Consolidated Balance Sheets as of the acquisition date, are equal to the amount of the lease liability at the acquisition date adjusted for any off-market terms of the lease.  The remaining lease term is based on the remaining term at the acquisition date plus any renewal or extension options that the Company is reasonably certain will be exercised.

Pension and Other Postretirement Liabilities

Ingersoll Rand recognized a pretax net liability representing the net funded status of Ingersoll Rand Industrial’s defined-benefit pension and other postretirement benefit (“OPEB”) plans.  See Note 7 “Benefit Plans” for further information on the pension and OPEB arrangements.

Long-Term Debt

Ingersoll Rand Services Company incurred $1,900.0 million of indebtedness under the Credit Agreement dated as of February 28, 2020 among Ingersoll Rand Services Company, as borrower, Citibank, N.A. as administrative agent and collateral agent and the lenders party thereto (the “Senior Secured Credit Facility”) prior to the closing of the acquisition, and the indebtedness under the Senior Secured Credit Facility will mature February 28, 2027 (or, if such date is not a business day the first business day thereafter).  Ingersoll Rand incurred a total of $26.9 million debt issuance costs associated with the $1,900.0 million loan under the Senior Secured Credit Facility. The $1,900.0 million of indebtedness under the Credit Agreement was reduced by a $2.4 million original issue discount.

The fair value for long term debt is determined based on the total indebtedness less debt issuance costs as the debt consummated at the time of closing of the acquisition.

Deferred Income Tax Assets and Liabilities

The acquisition was structured as a merger and therefore, the Company assumed the historical tax basis of Ingersoll Rand Industrial’s assets and liabilities. The deferred income tax assets and liabilities include the expected future federal, state and foreign tax consequences associated with temporary differences between the preliminary fair values of the assets acquired and liabilities assumed and the respective tax bases. Tax rates utilized in calculating deferred income taxes generally represent the enacted statutory tax rates at the effective date of the acquisition in the jurisdictions in which legal title of the underlying asset or liability resides.  See Note 13. “Income Taxes” for further information related to income taxes.

Noncontrolling Interests

Ingersoll Rand Industrial has a 74% controlling interest in Ingersoll-Rand India Limited.  Therefore, there is a 26% non-controlling interest in Ingersoll-Rand India Limited. Ingersoll-Rand India Limited is a public company in India and listed on stock exchanges in India.  Ingersoll Rand’s preliminary fair value of non-controlling interest is based on market quote of Indian Rupee 639.2 per share, available on the last trading day on February 28, 2020 prior to the closing date of the acquisition.  Considering non-controlling shares of 8.2 million, the preliminary fair value of non-controlling interest is $73.3 million.

Other Assets Acquired and Liabilities Assumed (excluding Goodwill)

The Company utilized the carrying values, net of allowances, to value accounts receivable and accounts payable as well as other current assets and liabilities as it was determined that carrying values represented the fair value of those items at the acquisition date.

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Goodwill

The excess of the consideration for the acquisition over the preliminary fair value of net assets acquired was recorded as goodwill.  The estimated goodwill recognized is attributable primarily to expected synergies and expanded market opportunities from combining the Company’s operations with those of Ingersoll Rand Industrial.  The goodwill created in the acquisition is not expected to be deductible for tax purposes and is subject to material revision as the purchase price allocation is completed.  Goodwill arising from the acquisition has been allocated to the Industrial Technologies and Services, High Pressure Solutions, Precision and Science Technologies and Specialty Vehicle Technologies reporting segments.  See Note 5. “Goodwill and Other Intangible Assets” for the allocation of goodwill to segments.

Results of Ingersoll Rand Industrial Subsequent to the Acquisition

The operating results of Ingersoll Rand Industrial have been included in the Company’s condensed consolidated financial statements for the three month period ended March 31, 2020 from the acquisition date. The Company’s condensed consolidated statements of operations for the three month period ended March 31, 2020 included revenues of $293.4 million and a net loss of $33.3 million which includes the effects of purchase accounting adjustments, primarily changes in amortization of intangible assets, depreciation of property, plant and equipment and amortization of stepped up inventory.

Unaudited Pro Forma Information

The following unaudited pro forma financial information summarizes the combined results of operations for the Company and Ingersoll Rand Industrial as if the acquisition had been completed on January 1, 2019. The pro forma results have been prepared for comparative purposes only, and do not necessarily represent what the revenue or results of operations would have been had the acquisition been completed on January 1, 2019. In addition, these results are not intended to be a projection of future operating results and do not reflect synergies that might be achieved.

The unaudited pro forma information includes adjustments for the preliminary purchase price accounting impact (including, but not limited to, amortization and depreciation for intangible assets and property, plant and equipment acquired, adjustments to stock-based compensation expense, the purchase accounting effect on inventory acquired, the purchase accounting effect on deferred revenue, interest expense and amortization of debt issuance costs related to the fair value adjustment to long-term debt, transaction costs and related tax impacts) and the alignment of accounting policies.

The table below reflects the impact of material and nonrecurring adjustments to the unaudited pro forma results for the three month periods ended March 31, 2020 and 2019 that are directly attributable to the acquisition.

	For the Three Month Period Ended March 31,
	2020			2019
(Decrease) increase to expense as a result of inventory fair value adjustment, net of tax		(31.1	)		74.7
(Decrease) increase to expense as a result of transaction costs, net of tax		(38.1	)		78.6

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The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of the Company’s condensed consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of fiscal year 2019 or of the results of the Company’s future results of operations of the combined businesses.

	For the Three Month Period Ended March 31,
	2020			2019
Revenues	$	1,269.8		$	1,500.0
Net loss		(0.2	)		(110.5	)

Transactions with Trane Technologies

Certain agreements have been entered into between Ingersoll Rand and Trane Technologies plc, including, among others, an Employee Matters Agreement, a Real Estate Matters Agreement, a Tax Matters Agreement, an Intellectual Property Matters Agreement and a Transition Services Agreement each dated February 29, 2020.  The Transition Services Agreement has a term of twenty four calendar months.  Charges for services under the agreement will be determined on an allocated cost basis, subject to an overall annual aggregate cap.  During the three month period ended March 31, 2020, the Company incurred $2.4 million of charges under the Transition Service Agreement.

Acquisition of Air Compressors and Blowers North Limited

On August 19, 2019, the Company acquired Air Compressors and Blowers North Limited (“ACBN”), a provider of vacuum pumps, blowers and compressors. The Company acquired certain assets of ACBN for total consideration of $7.0 million, which consisted of cash payments of $5.9 million and a $1.1 million deferred payment. The deferred payment is expected to be paid by the end of the first quarter of 2021 and is recorded in “Other liabilities” in the Condensed Consolidated Balance Sheets. The revenues and operating income of ACBN are included in the Company’s condensed consolidated financial statements from the acquisition date and are included in the Industrial Technologies and Services segment. The goodwill resulting from this acquisition is deductible for tax purposes.

Acquisition of Oina VV AB

On July 3, 2019, the Company acquired Oina VV AB (“Oina”) which specializes in customized pump solutions for liquid handling processes for use in medical, process and industrial applications. The Company acquired all of the assets and assumed certain liabilities of Oina for total consideration, net of cash acquired, of $10.0 million, which consisted of cash payments of $5.6 million, a $1.6 million holdback, and up to $2.8 million in contingent earn-out provisions. The Company made payments of $0.8 million in the three month period ended March 31, 2020, related to the contingent earn-out provisions. The $1.6 million holdback is expected to be paid by the end of the fourth quarter of 2021 and is recorded in “Other liabilities” in the Condensed Consolidated Balance Sheets.  The revenues and operating income of Oina are included in the Company’s condensed consolidated financial statements from the acquisition date and are included in the Precision and Science Technologies segment. None of the goodwill resulting from this acquisition is deductible for tax purposes.

Acquisition Revenues and Operating Income

The revenue and operating income of the ACBN and Oina acquisitions for the three month period ended March 31, 2020, was $2.3 million and $0.1 million, respectively.

Pro forma information regarding these acquisitions has not been provided as they did not have a material impact on the Company’s Condensed Consolidated Statements of Operations individually or in the aggregate.

Note 3. Restructuring

Restructuring Program 2018 to 2019

In the third quarter of 2018, the Company announced a restructuring program (“2018 Plan”) that primarily involved workforce reductions and facility consolidation. This restructuring program was substantially completed as of December 31, 2019.  Through December 31, 2019, $26.5 million was charged to expense through “Other operating expense, net” in the Consolidated Statements of Operations ($20.4 million for Industrial Technologies and Services, $1.6 million for Precision and Science Technologies, $3.4 million for High Pressure Solutions, and $1.1 million for Corporate).

Additionally, $3.3 million of non-cash asset write-offs in the High Pressure Solutions segment were charged to expense through “Other operating expense, net” in the Consolidated Statements of Operations.  The Company does not anticipate any material future expense related to this restructuring program and any remaining liabilities will be paid as contractually obligated.

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Restructuring Program 2020 to 2022

Subsequent to the acquisition of Ingersoll Rand Industrial, the Company announced a restructuring program (“2020 Plan”) to drive efficiencies and synergies, reduce the number of facilities and optimize operating margin within the merged Company. The Company expects to incur total expenses of approximately $350.0 million related to workforce reductions, lease termination costs, other facility rationalization costs and other business related transformation costs from 2020 until 2022. The Company expects to realize approximately $250.0 million in annualized cost synergies by the end of 2022. The Company continues to evaluate operating efficiencies and anticipates incurring additional costs in the coming years in connection with these activities, but is unable to estimate those amounts at this time as such plans are not yet finalized.

Through March 31, 2020, $41.6 million was charged to expense through “Other operating expense, net” in the Condensed Consolidated Statements of Operations ($30.0 million for Industrial Technologies and Services, $3.1 million for Precision and Science Technologies, $3.1 million for High Pressure Solutions, $0.5 million for Specialty Vehicle Technologies and $4.9 million for Corporate).

The following table summarizes the activity associated with the Company’s restructuring programs for the three month period ended March 31, 2020.

	Total
Balance as of December 31, 2019	$	5.0
Charged to expense - Termination benefits		38.8
Charged to expense - Other		2.8
Payments		(18.2	)
Balance as of March 31, 2020	$	28.4

As of March 31, 2020, restructuring reserves of $28.4 million related to these programs are included in “Accrued liabilities” in the Condensed Consolidated Balance Sheets. The activity associated with the 2018 Plan for the three month period ended March 31, 2020 was not material. As of December 31, 2019, restructuring reserves of $5.0 million related to these programs are included in ‘‘Accrued liabilities’’ in the Condensed Consolidated Balance Sheets.

Note 4. Inventories

Inventories as of March 31, 2020 and December 31, 2019 consisted of the following.

	March 31, 2020		December 31, 2019
Raw materials, including parts and subassemblies	$	651.8	$	370.5
Work-in-process		119.9		47.6
Finished goods		303.4		71.4
		1,075.1		489.5
Excess of LIFO costs over FIFO costs		13.0		13.0
Inventories	$	1,088.1	$	502.5

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Note 5. Goodwill and Other Intangible Assets

The Company reorganized its reportable segments during the three month period ended March 31, 2020.  Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired and liabilities assumed in a business combination.

The changes in the carrying amount of goodwill attributable to each reportable segment for the three month period ended March 31, 2020 is presented in the table below.

	Industrial Technologies and Services			Precision and Science Technologies			High Pressure Solutions		Specialty Vehicle Technologies			Total
Balance as of December 31, 2019	$	865.4		$	227.5		$	194.8	$	—		$	1,287.7
Acquisition		3,020.7			839.3			—		418.2			4,278.2
Foreign currency translation and other		(52.0	)		(7.9	)		—		(2.6	)		(62.5	)
Balance as of March 31, 2020	$	3,834.1		$	1,058.9		$	194.8	$	415.6		$	5,503.4

As of March 31, 2020, goodwill included $343.3 million of accumulated impairment losses within the High Pressure Solutions segment and $220.6 million of accumulated impairment losses within the Industrial Technologies and Services segment.

As of March 31, 2020, there was no indication that the carrying value of the Company’s goodwill and other intangible assets may not be recoverable.  However, a prolonged adverse impact of the COVID-19 pandemic on the Company’s consolidated financial results may require an impairment charge related to one or more of these assets in a future period.

There were no goodwill impairment charges recorded during the three month periods ended March 31, 2020 and 2019.

Other intangible assets as of March 31, 2020 and December 31, 2019 consisted of the following.

	March 31, 2020					December 31, 2019
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Amortized intangible assets
Customer lists and relationships	$	4,016.9	$	(702.3	)	$	1,238.7	$	(673.9	)
Technology		174.7		(8.4	)		30.2		(6.0	)
Trademarks		39.6		(12.5	)		40.4		(11.9	)
Backlog		90.6		(9.2	)		—		—
Other		98.3		(43.9	)		64.0		(40.8	)
Unamortized intangible assets
Trademarks		2,035.9		—			614.3		—
Total other intangible assets	$	6,456.0	$	(776.3	)	$	1,987.6	$	(732.6	)

Amortization of intangible assets was $55.2 million for the three month period ended March 31, 2020 and $31.4 million for the three month period ended March 31, 2019.  Amortization of intangible assets is anticipated to be approximately $350.0 million in 2020 and $275.0 million to $315.0 million from 2021 through 2025 based upon the exchange rates as of March 31, 2020.

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Note 6. Accrued Liabilities

Accrued liabilities as of March 31, 2020 and December 31, 2019 consisted of the following.

	March 31, 2020		December 31, 2019
Salaries, wages and related fringe benefits	$	131.6	$	60.7
Contract liabilities		162.1		51.7
Product warranty		53.0		22.7
Operating lease liabilities		47.1		17.1
Restructuring		28.4		5.0
Taxes		18.7		22.5
Other		148.8		64.4
Total accrued liabilities	$	589.7	$	244.1

A reconciliation of the changes in the accrued product warranty liability for the three month periods ended March 31, 2020 and 2019 are as follows.

	For the Three Month Period Ended March 31, 2020			For the Three Month Period Ended March 31, 2019
Balance at beginning of period	$	22.7		$	23.9
Product warranty accruals		8.1			6.8
Acquired warranty		31.3			-
Settlements		(8.6	)		(8.8	)
Charged to other accounts(1)		(0.5	)		(0.1	)
Balance at end of period	$	53.0		$	21.8

⁽¹⁾ Includes the effects of foreign currency translation adjustments for the company's subsidiaries with functional currencies other than the USD.

Note 7. Benefit Plans

Acquisition of Ingersoll Rand Industrial

Defined Contribution Plans

In connection with the acquisition of Ingersoll Rand Industrial, the Company acquired certain defined contribution plans.  Most of the Ingersoll Rand Industrial employees in the U.S. are covered by a defined contribution plan.  Employer contributions are determined based on criteria specific to the individual.

Pension and Other Postretirement Benefit Plans

The Company acquired a number of pension and postretirement plans worldwide.  As of the date of acquisition of Ingersoll Rand Industrial, the Company recognized the funded status of the acquired defined benefit pension plans.  The funded status is the difference between the fair value of the plan assets and the projected benefit obligation.  Certain Company employees participate in various other postretirement benefit plans that are sponsored by Ingersoll Rand and cover certain U.S. and non – U.S. employees.  The other postretirement benefit plans are unfunded.  The Company funds the other postretirement plans on a pay-as-you-go basis in the form of direct benefit payments.  Other postretirement benefits are contributory with contributions adjusted for annually.  Life insurance plans for retirees are primarily noncontributory.

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Deferred Compensation Plans

The Company acquired deferred compensation plans which allow certain key employees to defer a portion of their eligible compensation into a number of investment choices, including the Company’s common stock equivalents.  Except with respect to the Supplemental Employee Savings Plan I and II, which plans settle all investments in cash, any amounts invested in common stock are settled in shares of Ingersoll Rand common stock at the time of distribution. All other investments are settled in cash.  The portion of the acquired deferred compensation to be settled in shares is accounted for in the consideration transferred.

Net Periodic Benefit Cost

The following table summarizes the components of net periodic benefit cost for the Company’s defined benefit pension plans and other postretirement benefit plans recognized for the three month periods ended March 31, 2020 and 2019.

	Pension Benefits						Other Postretirement
	U.S. Plans			Non-U.S. Plans			Benefits
	For the Three Month Period Ended March 31, 2020			For the Three Month Period Ended March 31, 2020			For the Three Month Period Ended March 31, 2020
Service cost	$	0.6		$	0.7		$	—
Interest cost		1.2			1.5			0.1
Expected return on plan assets		(1.6	)		(2.7	)		—
Recognition of:
Unrecognized prior service cost		—			—			—
Unrecognized net actuarial loss		—			0.7			—
	$	0.2		$	0.2		$	0.1

	Pension Benefits						Other Postretirement
	U.S. Plans			Non-U.S. Plans			Benefits
	For the Three Month Period Ended March 31, 2019			For the Three Month Period Ended March 31, 2019			For the Three Month Period Ended March 31, 2019
Service cost	$	—		$	0.4		$	—
Interest cost		0.5			2.0			—
Expected return on plan assets		(0.5	)		(2.6	)		—
Recognition of:
Unrecognized prior service cost		—			—			—
Unrecognized net actuarial loss		—			0.5			—
	$	—		$	0.3		$	—

The components of net periodic benefit cost other than the service cost component are included in “Other income, net” of the Condensed Consolidated Statements of Operations.

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Note 8. Debt

Debt as of March 31, 2020 and December 31, 2019 is summarized as follows.

	March 31, 2020			December 31, 2019
Short-term borrowings	$	—		$	—
Long-term debt
Revolving credit facility, due 2024	$	—		$	—
Receivables financing agreement, due 2020		—			—
Dollar Term Loan, due 2024(1)		—			927.6
Euro Term Loan, due 2024(2)		—			673.9
Dollar Term Loan B, due 2027(3)		1,897.7			—
Dollar Term Loan, due 2027(4)		926.5			—
Euro Term Loan, due 2027(5)		662.2			—
Finance leases and other long-term debt		17.8			18.0
Unamortized debt issuance costs		(41.4	)		(8.1	)
Total long-term debt, net, including current maturities		3,462.8			1,611.4
Current maturities of long-term debt		35.7			7.6
Total long-term debt, net	$	3,427.1		$	1,603.8

⁽¹⁾ The weighted-average interest rate was 4.47% for the period from January 1, 2020 through February 27, 2020.

⁽²⁾ The weighted-average interest rate was 3.00% for the period from January 1, 2020 through February 27, 2020.

⁽³⁾ As of March 31, 2020, this amount is presented net of unamortized discounts of $2.3 million.  As of March 31, 2020, the applicable interest rate was 2.74% and the weighted-average interest rate was 3.33% for the period from February 28, 2020 through March 31, 2020.

⁽⁴⁾ As of March 31, 2020, this amount is presented net of unamortized discounts of $1.1 million.  As of March 31, 2020, the applicable interest rate was 2.74% and the weighted average interest rate was 3.33% for the period from February 28, 2020 through March 31, 2020.

⁽⁵⁾ As of March 31, 2020, this amount is presented net of unamortized discounts of $0.8 million.  As of March 31, 2020, the applicable interest rate was 2.00% and the weighted average interest rate was 2.00% for the period from February 28, 2020 through March 31, 2020.

Senior Secured Credit Facilities

The Company entered into a Senior Secured Credit Agreement (“Credit Agreement”) with UBS AG, Stamford Branch, as administrative agent, and other agents, lenders and parties thereto (the debt facilities under the Credit Agreement, the “Senior Secured Credit Facilities”) on July 30, 2013.  The Company entered into Amendment No. 1 to the Credit Agreement with UBS AG, Stamford Branch, as administrative agent, and the lenders and other parties thereto on March 4, 2016 (“Amendment No. 1”), Amendment No. 2 on August 17, 2017 (“Amendment No. 2”) and Amendment No. 3 on December 13, 2018 (“Amendment No. 3”).  Amendment No. 4 to the Credit Agreement, among other modifications, replaced UBS AG, as resigning agent, with Citibank, N.A. as successor agent, on June 28, 2019 (“Amendment No. 4”).

The Senior Secured Credit Facilities provided senior secured financing consisting of (i) a senior secured term loan facility denominated in U.S. dollars (as refinanced and otherwise modified from time to time prior to February 28, 2020, the “Original Dollar Term Loan”), (ii) a senior secured term loan facility denominated in Euros (as refinanced and otherwise modified from time to time prior to February 28, 2020, the “Original Euro Term Loan”) and (iii) a senior secured revolving credit facility (as refinanced and otherwise modified from time to time the “Revolving Credit Facility”).  The Revolving Credit Facility is available to be drawn in U.S. dollars (“USD”), Euros (“EUR”), Great British Pounds (“GBP”) and other reasonably accepted foreign currencies, subject to certain sublimits for the foreign currencies.

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See Note 10 “Debt” to the consolidated financial statements in the Company’s annual report on Form 10-K for the year ended December 31, 2019 for further information on the amendments to the Senior Secured Credit Facilities.

On February 28, 2020, the Company entered into Amendment No. 5 to the Credit Agreement (“Amendment No. 5”).  Amendment No. 5 refinanced the existing Original Dollar Term Loan and Original Euro Term Loan.  The proceeds from the replacement $927.6 million Dollar Term Loan (“Dollar Term Loan”) and replacement €601.2 million Euro Term Loan (“Euro Term Loan”) were used to refinance the outstanding Original Dollar Term Loan and Original Euro Term Loan.  The proceeds from the Dollar Term Loan and the Euro Term Loan were reduced by an original issue discount of $1.2 million and €0.8 million, respectively.  The Euro Term Loan and Dollar Term Loan will mature on February 28, 2027 (or, if such date is not a business day, the first business day thereafter).  The refinancing of the Original Dollar Term Loan and the Original Euro Term Loan resulted in the write off of unamortized debt issuance costs of $2.0 million which was recorded to “Loss on extinguishment of debt” in the Condensed Consolidated Statements of Operations.

At the time of the acquisition of Ingersoll Rand Industrial, the Credit Agreement was amended to include an additional $1,900.0 million senior secured term loan (“Dollar Term Loan B”) by and among Ingersoll-Rand Services Company, as the borrower, the lenders party thereto and Citi, as the administrative agent.  Further, Ingersoll-Rand Services Company, the borrower with respect to the Dollar Term Loan B was designated as an additional borrower under the Credit Agreement.  The Dollar Term Loan B and the Dollar Term Loan and the Euro Term Loan have guarantees from the same credit parties and are secured by the same collateral.  The Dollar Term Loan B will mature on February 28, 2027 (or, if such date is not a business day, the first business day thereafter). The proceeds from the $1,900.0 million Dollar Term Loan B were reduced by a $2.4 million original issue discount.

As of the closing of the acquisition of Ingersoll Rand Industrial, on February 29, 2020, the aggregate amount of the Revolving Credit Facility increased to $1,000.0 million and the capacity under the Revolving Credit Facility to issue letters of credit increased to $400.0 million.  As of March 31, 2020, the Company had no outstanding borrowings under the Revolving Credit Facility, $44.7 million of outstanding letters of credit under the Revolving Credit Facility and unused availability under the Revolving Credit Facility of $955.3 million.

Interest Rates and Fees

Borrowings under the Dollar Term Loan, Dollar Term Loan B and Revolving Credit Facility bear interest at a rate equal to, at the Company’s option, either (a) the greater of LIBOR for the relevant interest period or 0.00% per annum, in each case adjusted for statutory reserve requirements, plus an applicable margin or (b) a base rate (the “Base Rate”) equal to the highest of (1) the rate of interest publicly announced by the administrative agent as its prime rate in effect at its principal office, (2) the federal funds effective rate plus 0.50% and (3) LIBOR for an interest period of one month, adjusted for statutory reserve requirements, plus 1.00%, in each case, plus an applicable margin.  Borrowings under the Euro Term Loan bear interest at a rate equal to the greater of LIBOR for the relevant interest period, or 0.00% per annum, in each case adjusted for statutory reserve requirements, plus an applicable margin.  The applicable margin for (i) the Dollar Term Loan is 1.75% for LIBOR loans and 0.75% for base rate loans, (ii) the Dollar Term Loan B is 1.75% for LIBOR loans and 0.75% for base rate loans, (iii) the Revolving Credit Facility is 2.00% for LIBOR loans and 1.00% for Base Rate loans and (iv) the Euro Term Loan is 2.00% for LIBOR loans.

In addition to payment interest on outstanding principal under the Senior Secured Credit Facilities, the Company is required to pay a commitment fee of 0.375% per annum to the lenders under the Revolving Credit Facility in respect of the unutilized commitments thereunder.  The commitment fee reduces to 0.25% or 0.125% upon the achievement of a Level I or Level II status, respectively.  Level I status means that the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio (as defined in the Senior Secured Credit Facilities) is less than or equal to 1.75 to 1.00.  Level II status means that the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio is less than or equal to 1.50 to 1.00.  The Company must also pay customary letter of credit fees.

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Prepayments

The Senior Secured Credit Facilities require the Company to prepay outstanding term loans, subject to certain exceptions, with (i) 50% of annual excess cash flow (as defined in the Senior Credit Facilities) commencing with the fiscal year ending December 31, 2021 (which percentage will be reduced to 25% if the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio is less than or equal to 2.25 to 1.00 but greater than 2.00 to 1.00, and which prepayment will not be required if the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio is less than or equal to 2.00 to 1.00), (ii) 100% of the net cash proceeds of non-ordinary asset sales or other dispositions of property, subject to reinvestment rights (which percentage will be reduced to 50% if the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio is less than or equal to 2.25 to 1.00 but greater than 2.00 to 1.00 and which prepayment will not be required if the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio is less than or equal to 2.00 to 1.00), and (iii) 100% of the net cash proceeds of any incurrence of debt, other than proceeds from debt permitted under the Credit Agreement.

The mandatory prepayments will be applied to the scheduled installments of principal of the Term Loans in direct order of maturity.

The Company may voluntarily repay outstanding loans under the Senior Secured Credit Facilities at any time without premium or penalty, subject to certain customary conditions, including reimbursements of the lenders’ redeployment costs actually incurred in the case of a prepayment of LIBOR borrowings other than on the last day of the relevant interest period, provided that any voluntary prepayment of the Dollar Term Loan, the Dollar Term Loan B or the Euro Term Loan prior to August 28, 2020, in connection with a repricing transaction shall be subject to a prepayment premium of 1.00% of the principal amount so prepaid.

Amortization and Final Maturity

The Dollar Term Loan, Dollar Term Loan B and Euro Term Loan amortize in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of such term loan, with the balances payable on February 28, 2027 (or, if such date is not a business day, the first business day thereafter).

Guarantee and Security

All obligations of the borrowers under the Senior Secured Credit Facilities are unconditionally guaranteed by the Company and all of its material, wholly-owned U.S. restricted subsidiaries, with customary exceptions including where providing such guarantees are not permitted by law, regulation or contract or would result in adverse tax consequences.

All obligations of the borrowers under the Senior Secured Credit Facilities, and the guarantees of such obligations, are secured, subject to permitted liens and other exceptions, by substantially all of the assets of the borrowers and each guarantor, including but not limited to: (i) a perfected pledge of the capital stock issued by the borrowers and each subsidiary guarantor and (ii) perfected security interests in substantially all other tangible and intangible assets of the borrowers and the guarantors (subject to certain exceptions and exclusions). The obligations of the non-U.S. borrowers are secured by certain assets in jurisdictions outside of the United States.

Certain Covenants and Events of Default

The Senior Secured Credit Facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability to: incur additional indebtedness and guarantee indebtedness; create or incur liens; engage in mergers or consolidations; sell, transfer or otherwise dispose of assets; create limitations on subsidiary distributions; pay dividends and distributions or repurchase its own capital stock; and make investments, loans or advances, prepayments of junior financings, or other restricted payments.

The Revolving Credit Facility requires that, if the sum of the aggregate principle amount of all borrowings under the Revolving Credit Facility and non-cash collateralized letters of credit outstanding under the Revolving Credit Facility (less the amount of letters of credit outstanding as of June 28, 2019) exceeds 40% of the commitments under the Revolving Credit Facility, the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio shall not exceed 6.25 to 1.00 as of the last day of the fiscal quarter.

The Senior Secured Credit Facilities also contain certain customary affirmative covenants and events of default.

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Receivables Financing Agreement

On February 27, 2020, Gardner Denver, Inc., as initial servicer, Gardner Denver Finance II LLC, as borrower, and PNC Bank, National Association as lender, LC participant, LC bank, and administrative agent, entered into the third amendment (the ”Third Amendment”) to the Receivables Financing Agreement dated as of May 17, 2016.  Among other changes, the Third Amendment extended the scheduled termination date of the Receivables Financing Agreement from June 30, 2020 to December 30, 2020 and amended the definition of “Change of Control” to (i) remove the requirement that certain specified equity holders maintain a minimum ownership level of the outstanding voting stock of the Company (ii) increase the threshold at which the acquisition of ownership by a person, entity or group of other equity holders constitutes a “Change of Control” and (iii) make certain other technical changes and updates.  As of March 31, 2020, the Company had no outstanding borrowings, $26.7 million of letters of credit outstanding and $65.9 million of capacity available under the Receivables Financing Agreement.

Note 9. Stock-Based Compensation Plan

The Company has outstanding stock-based compensation awards granted under the 2013 Stock Incentive Plan (“2013 Plan”) and the 2017 Omnibus Incentive Plan (“2017 Plan”) as described in Note 17 “Stock-Based Compensation Plans” to the consolidated financial statements in its annual report on Form 10-K for the year ended December 31, 2019.  Following the Company’s initial public offering, the Company grants stock-based compensation awards pursuant to the 2017 Plan and ceased granting new awards pursuant to the 2013 Plan.

Acquisition of Ingersoll Rand Industrial

As of the acquisition date of February 29, 2020, Ingersoll Rand Industrial employees’ unvested equity awards and a limited number of vested awards were converted into equity awards denominated in shares of the Company’s common stock based on a defined exchange ratio.  Ingersoll Rand Industrial employees’ equity awards were converted into Ingersoll Rand stock options and restricted stock units.

For converted restricted stock units, the fair value of the equity award is based on the market price of the common stock on the grant date.  The replacement restricted stock units will generally be governed by the same terms and conditions as those applicable prior to the acquisition.  The portion of fair value of the replacement awards related to services provided prior to the acquisition was accounted for as consideration transferred.  The remaining portion of the fair value is associated with future service and will be recognized as compensation expense over the vesting period.

For converted stock options, the exercise price per share of the converted award was equal to the exercise price per share of the stock option award immediately prior to the completion of the acquisition divided by the exchange ratio. The replacement options will generally be governed by the same terms and conditions as those applicable prior to the acquisition.  The portion of fair value of the replacement awards related to services provided prior to the acquisition was accounted for as consideration transferred.  The remaining portion of fair value is associated with future service and will be recognized as compensation expense over the vesting period.  The fair value of stock options that the Company assumed in connection with the acquisition of Ingersoll Rand Industrial was estimated using the Black-Scholes model with the following assumptions.

Converted Stock Option Awards Assumptions
Expected life of options (in years)	2.0 - 3.6
Risk-free interest rate	0.9	%
Assumed volatility	34.2	%
Expected dividend rate	0.0	%

Stock-Based Compensation

For the three month periods ended March 31, 2020 and 2019, the Company recognized stock-based compensation expense of approximately $3.5 million and $7.5 million, respectively.  The $3.5 million of stock-based compensation expense for the three month period ended March 31, 2020 included expense for equity awards granted under the 2013 Plan and 2017 Plan of $4.3 million and a decrease in the liability for stock appreciation rights (“SAR”) of $0.8 million.  These costs are included in “Cost of sales” and “Selling and administrative expenses” in the Condensed Consolidated Statements of Operations.

As of March 31, 2020, there was $78.2 million of total unrecognized compensation expense related to outstanding stock options, restricted stock unit awards and performance stock unit awards.

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SARs, all of which were granted under the 2013 Plan, are expected to be settled in cash and are accounted for as liability awards. As of March 31, 2020, a liability of approximately $5.9 million for SARs was included in “Accrued liabilities” of the Condensed Consolidated Balance Sheets.

The Company’s stock-based compensation awards are typically granted in the first quarter of the year and primarily consist of stock options, restricted stock units and, commencing in 2020, performance share units.

Stock Option Awards

Stock options are granted to employees with an exercise price equal to the fair value of the Company’s per share common stock on the date of grant.  Stock option awards typically vest over four or five years and expire ten years  from the date of grant.

A summary of the Company’s stock option (including SARs) activity for the three month period ended March 31, 2020 is presented in the following table (underlying shares in thousands).

	Shares			Weighted-Average Exercise Price (per share)
Stock options outstanding as of December 31, 2019		8,028		$	14.14
Converted Ingersoll Rand Industrial stock options		985		$	24.72
Granted		1,441		$	24.70
Exercised or settled		(334	)	$	8.89
Forfeited		(35	)	$	28.70
Expired		—		$	32.06
Stock options outstanding as of  March 31, 2020		10,085		$	16.80
Vested as of  March 31, 2020		6,303		$	11.38

The following assumptions were used to estimate the fair value of options granted (excluding previously disclosed modified awards) during the three month periods ended March 31, 2020 and 2019 using the Black-Scholes option-pricing model.

	For the Three Month Period Ended March 31, 2020			For the Three Month Period Ended March 31, 2019
Black-Scholes Assumptions
Expected life of options (in years)		6.3			6.3
Risk-free interest rate		0.7% - 1.5	%		2.6	%
Assumed volatility		24.6% - 39.0	%		31.8	%
Expected dividend rate		0.0	%		0.0	%

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Restricted Stock Unit Awards

Restricted stock units are granted to employees, non-employee directors and advisors based on the market price of the Company’s common stock on the grant date and recognize compensation expense based on the market price of the Company’s common stock on the grant date over the vesting period.  A summary of the Company’s restricted stock unit activity for the three month period ended March 31, 2020 is presented in the following table (underlying shares in thousands).

	Shares			Weighted-Average Grant-Date Fair Value
Non-vested restricted stock units  as of December 31, 2019		719		$	29.31
Converted Ingersoll Rand Industrial restricted stock units		305		$	33.06
Granted		707		$	25.34
Vested		(187	)	$	28.73
Forfeited		(13	)	$	28.87
Non-vested restricted stock units  as of March 31, 2020		1,531		$	28.29

Performance Share Unit Awards

Performance share units are granted to employees and are subject to a three year performance period.  The number of shares issued at the end of the performance period is determined by the Company’s total shareholder return percentile rank versus the S&P 500 index for the three year performance period.  The grant date fair value of these awards is determined using a Monte Carlo simulation pricing model and compensation cost is recognized straight-line over a three year period.  The Monte Carlo simulation pricing model for the fiscal year 2020 grants utilized the following assumptions: (i) expected term of 2.82 years (equal to the remaining performance measurement period at the grant date), (ii) volatility of 35.2%, (iii) risk-free interest rate of 0.52% and (iv) expected dividend rate of 0.0%.  Compensation expense is recognized based on the grant date fair value.

A summary of the Company’s performance stock unit activity for the three month period ended March 31, 2020 is presented in the following table (underlying shares in thousands).

	Shares		Weighted-Average Grant-Date Fair Value
Non-vested performance stock units  as of December 31, 2019		—	$	—
Granted		291	$	27.79
Vested		—	$	—
Forfeited		—	$	—
Non-vested performance stock units  as of March 31, 2020		291	$	27.79

Note 10. Accumulated Other Comprehensive (Loss) Income

The Company’s other comprehensive income (loss) consists of (i) unrealized foreign currency net gains and losses on the translation of the assets and liabilities of its foreign operations; (ii) realized and unrealized foreign currency gains and losses on intercompany notes of a long-term nature and certain hedges of net investments in foreign operations, net of income taxes; (iii) unrealized gains and losses on cash flow hedges (consisting of interest rate swaps), net of income taxes; and (iv) pension and other postretirement prior service cost and actuarial gains or losses, net of income taxes.  See Note 7 “Benefit Plans” and Note 11 “Hedging Activities and Fair Value Measurements.”

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The before tax (loss) income and related income tax effect are as follows.

	For the Three Month Period Ended March 31, 2020									For the Three Month Period Ended March 31, 2019
	Before-Tax Amount			Tax Expense			Net of Tax Amount			Before-Tax Amount		Tax (Expense) or Benefit			Net of Tax Amount
Foreign currency translation adjustments, net	$	(89.5	)	$	(2.7	)	$	(92.2	)	$	4.5	$	(4.6	)	$	(0.1	)
Unrecognized gains on cash flow hedges, net		1.6			(0.4	)		1.2			1.3		0.6			1.9
Pension and other postretirement benefit prior service cost and gain or loss, net		3.5			(0.6	)		2.9			0.1		0.1			0.2
Other comprehensive (loss) income	$	(84.4	)	$	(3.7	)	$	(88.1	)	$	5.9	$	(3.9	)	$	2.0

Changes in accumulated other comprehensive (loss) income by component for the three month periods ended March 31, 2020 and 2019 are presented in the following table ⁽¹⁾.

	Foreign Currency Translation Adjustments, Net			Unrealized (Losses) Gains on Cash Flow Hedges			Pension and Postretirement Benefit Plans			Total
Balance as of December 31, 2019	$	(193.6	)	$	(10.9	)	$	(51.5	)	$	(256.0	)
Other comprehensive (loss) income before reclassifications		(92.2	)		(2.8	)		2.4			(92.6	)
Amounts reclassified from accumulated other comprehensive (loss) income		—			4.0			0.5			4.5
Other comprehensive (loss) income		(92.2	)		1.2			2.9			(88.1	)
Balance as of March 31, 2020	$	(285.8	)	$	(9.7	)	$	(48.6	)	$	(344.1	)

On January 1, 2019, the Company adopted ASU 2018-02 which reclassified stranded tax effects resulting from the Tax Cuts and Jobs Act from accumulated other comprehensive (loss) income to retained (deficit) earnings.  The Company recorded a cumulative-effect adjustment which increased “Accumulated other comprehensive loss” of the Condensed Consolidated Balance Sheet by $8.2 million.

	Foreign Currency Translation Adjustments, Net			Unrealized (Losses) Gains on Cash Flow Hedges			Pension and Postretirement Benefit Plans			Total
Balance as of December 31, 2018	$	(190.6	)	$	(11.4	)	$	(45.0	)	$	(247.0	)
Other comprehensive (loss) income before reclassifications		(0.1	)		(0.9	)		(0.2	)		(1.2	)
Amounts reclassified from accumulated other comprehensive (loss) income		—			2.8			0.4			3.2
Other comprehensive (loss) income		(0.1	)		1.9			0.2			2.0
Cumulative effect adjustment upon adoption of new accounting standard (ASU 2018-02)		(1.5	)		(6.7	)		—			(8.2	)
Balance as of March 31, 2019	$	(192.2	)	$	(16.2	)	$	(44.8	)	$	(253.2	)

⁽¹⁾ All amounts are net of tax.  Amounts in parentheses indicate debits.

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Reclassifications out of accumulated other comprehensive (loss) income for the three month periods ended March 31, 2020 and 2019 are presented in the following table.

Amount Reclassified from Accumulated Other Comprehensive (Loss) Income
Details about Accumulated Other Comprehensive (Loss) Income Components	For the Three Month Period Ended March 31, 2020			For the Three Month Period Ended March 31, 2019			Affected Line in the Statement Where Net Income is Presented
Loss on cash flow hedges Interest rate swaps	$	5.3		$	3.7		Interest expense
		5.3			3.7		Total before tax
		(1.3	)		(0.9	)	Benefit for income taxes
	$	4.0		$	2.8		Net of tax
Amortization of defined benefit pension and other postretirement benefit items	$	0.7		$	0.5			(1)
		0.7			0.5		Total before tax
		(0.2	)		(0.1	)	Benefit for income taxes
	$	0.5		$	0.4		Net of tax
Total reclassifications for the period	$	4.5		$	3.2		Net of tax

⁽¹⁾ These components are included in the computation of net periodic benefit cost.  See Note 7 “Benefit Plans” for additional details.

Note 11. Hedging Activities and Fair Value Measurements

Hedging Activities

The Company is exposed to certain market risks during the normal course of its business arising from adverse changes in interest rates and foreign currency exchange rates. The Company selectively uses derivative financial instruments (“derivatives”), including foreign currency forward contracts and interest rate swaps, to manage the risks from fluctuations in foreign currency exchange rates and interest rates, respectively. The Company does not purchase or hold derivatives for trading or speculative purposes. Fluctuations in interest rates and foreign currency exchange rates can be volatile, and the Company’s risk management activities do not totally eliminate these risks. Consequently, these fluctuations could have a significant effect on the Company’s financial results.

The Company’s exposure to interest rate risk results primarily from its variable-rate borrowings. The Company manages its debt centrally, considering tax consequences and its overall financing strategies. The Company manages its exposure to interest rate risk by using pay-fixed interest rate swaps as cash flow hedges of variable rate debt in order to adjust the relative fixed and variable proportions.

A substantial portion of the Company’s operations is conducted by its subsidiaries outside of the United States in currencies other than the USD. Almost all of the Company’s non-U.S. subsidiaries conduct their business primarily in their local currencies, which are also their functional currencies. Other than the USD, the EUR, GBP, and Chinese Renminbi are the principal currencies in which the Company and its subsidiaries enter into transactions. The Company is exposed to the impacts of changes in foreign currency exchange rates on the translation of its non-U.S. subsidiaries’ assets, liabilities and earnings into USD. The Company has certain U.S. subsidiaries borrow in currencies other than the USD.

The Company and its subsidiaries are also subject to the risk that arises when they, from time to time, enter into transactions in currencies other than their functional currency. To mitigate this risk, the Company and its subsidiaries typically settle intercompany trading balances monthly. The Company also selectively uses forward currency contracts to manage this risk. These contracts for the sale or purchase of European and other currencies generally mature within one year.

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Derivative Instruments

The following table summarizes the notional amounts, fair values and classification of the Company’s outstanding derivatives by risk category and instrument type within the Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019.

	March 31, 2020
				Fair Value (1)				Fair Value (1)		Fair Value (1)
_	Derivative Classification	Notional Amount (1)		Other Current Assets		Fair Value (1) Other Assets		Accrued Liabilities		Other Liabilities
Derivatives Designated as Hedging Instruments
Interest rate swap contracts	Cash Flow	$	825.0	$	—	$	—	$	11.6	$	—
Derivatives Not Designated as Hedging Instruments
Foreign currency forwards	Fair Value	$	182.7	$	3.0	$	—	$	—	$	—
Foreign currency forwards	Fair Value	$	126.0	$	—	$	—	$	1.6	$	—

	December 31, 2019
				Fair Value (1)				Fair Value (1)		Fair Value (1)
_	Derivative Classification	Notional Amount (1)		Other Current Assets		Fair Value (1) Other Assets		Accrued Liabilities		Other Liabilities
Derivatives Designated as Hedging Instruments
Interest rate swap contracts	Cash Flow	$	825.0	$	—	$	—	$	13.1	$	—
Derivatives Not Designated as Hedging Instruments
Foreign currency forwards	Fair Value	$	55.2	$	0.5	$	—	$	—	$	—
Foreign currency forwards	Fair Value	$	106.9	$	—	$	—	$	0.5	$	—

⁽¹⁾ Notional amounts represent the gross contract amounts of the outstanding derivatives excluding the total notional amount of positions that have been effectively closed through offsetting positions.  The net gains and net losses associated with positions that have been effectively closed through offsetting positions but not yet settled are included in the asset and liability derivatives fair value columns, respectively.

Gains and losses on derivatives designated as cash flow hedges included in the Condensed Consolidated Statements of Comprehensive (Loss) Income for the three month periods ended March 31, 2020 and 2019 are as presented in the table below.

	For the Three Month Period Ended March 31,
	2020			2019
Interest rate swap contracts
Loss recognized in AOCI on derivatives	$	(3.8	)	$	(2.4	)
Loss reclassified from AOCI into income (effective portion)(1)		(5.3	)		(3.7	)

⁽¹⁾ Losses on derivatives reclassified from accumulated other comprehensive income (“AOCI”) into income were included within “Interest expense” of the Condensed Consolidated Statements of Operations.

As of March 31, 2020, the Company was the fixed rate payor on four interest rate swap contracts that effectively fix the LIBOR-based index used to determine the interest rates charged on a total of $825.0 million of the Company’s LIBOR-based variable rate borrowings.  These contracts carry fixed rates ranging from 3.6% to 4.3% and expire in 2020.  These swap agreements qualify as hedging instruments and have been designated as cash flow hedges of forecasted LIBOR-based interest payments.  Based on LIBOR-based swap yield curves as of March 31, 2020, the Company expects to reclassify losses of $12.6 million out of AOCI into earnings during the next 12 months.  The Company’s LIBOR-based variable rate borrowings outstanding as of March 31, 2020 were $2,824.2 million and €600.4 million.

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The Company had eleven foreign currency forward contracts outstanding as of March 31, 2020 with notional amounts ranging from $7.5 million to $74.2 million. These contracts are used to hedge the change in fair value of recognized foreign currency denominated assets or liabilities caused by changes in currency exchange rates.  The changes in the fair value of these contracts generally offset the changes in the fair value of a corresponding amount of the hedged items, both of which are included within “Other operating expense, net” in the Condensed Consolidated Statements of Operations.  The Company’s foreign currency forward contracts are subject to master netting arrangements or agreements between the Company and each counterparty for the net settlement of all contracts through a single payment in a single currency in the event of default on or termination of any one contract with that certain counterparty.  It is the Company’s practice to recognize the gross amounts in the Condensed Consolidated Balance Sheets.  The amount available to be netted is not material.

The Company’s losses on derivative instruments not designated as accounting hedges and total net foreign currency transaction losses for the three month periods ended March 31, 2020 and 2019 were as follows.

	For the Three Month Period Ended March 31,
	2020			2019
Foreign currency forward contracts losses	$	(2.6	)	$	(1.6	)
Total foreign currency transaction losses, net		(2.6	)		(3.1	)

The Company has a significant investment in consolidated subsidiaries with functional currencies other than the USD, particularly the EUR. On August 17, 2017, the Company designated its €615.0 million Original Euro Term Loan as a hedge of the Company’s net investment in subsidiaries with EUR functional currencies until it was extinguished and replaced on February 28, 2020 by a €601.2 million Euro Term Loan, further described in Note 8 “Debt”.  As of March 31, 2020, the  Euro Term Loan of €600.4 million remained designated.

The Company’s gains, net of income tax, associated with changes in the value of debt for the three month periods ended March 31, 2020 and 2019 and the net balance of such gains included in accumulated other comprehensive (loss) income as of March 31, 2020 and 2019 were as follows.

	For the Three Month Period Ended March 31,
	2020		2019
Gain, net of income tax, recorded through other comprehensive (loss) income	$	8.2	$	11.6
Balance included in accumulated other comprehensive (loss) income as of March 31, 2020 and 2019, respectively		83.0		68.2

For the periods presented, all cash flows associated with derivatives are classified as operating cash flows in the Condensed Consolidated Statements of Cash Flows.

Fair Value Measurements

A financial instrument is defined as cash or cash equivalents, evidence of an ownership interest in an entity, or a contract that creates a contractual obligation or right to deliver or receive cash or another financial instrument from another party. The Company’s financial instruments consist primarily of cash and cash equivalents, trade accounts receivables, trade accounts payables, deferred compensation assets and obligations, derivatives and debt instruments. The carrying values of cash and cash equivalents, trade accounts receivables, trade accounts payables, and variable rate debt instruments are a reasonable estimate of their respective fair values.

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Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or more advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows.

Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities as of the reporting date.

Level 2 Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities as of the reporting date.

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019.

	March 31, 2020
	Level 1		Level 2		Level 3		Total
Financial Assets
Foreign currency forwards(1)	$	—	$	3.0	$	—	$	3.0
Trading securities held in deferred compensation plan(2)		6.3		—		—		6.3
Total	$	6.3	$	3.0		—	$	9.3
Financial Liabilities
Foreign currency forwards(1)	$	—	$	1.6	$	—	$	1.6
Interest rate swaps(3)		—		11.6		—		11.6
Deferred compensation plan(2)		6.3		—		—		6.3
Acquired deferred compensation plan(4)		11.4		—		—		11.4
Total	$	17.7	$	13.2	$	—	$	30.9

	December 31, 2019
	Level 1		Level 2		Level 3		Total
Financial Assets
Foreign currency forwards(1)	$	—	$	0.5	$	—	$	0.5
Trading securities held in deferred compensation plan(2)		7.3		—		—		7.3
Total	$	7.3	$	0.5	$	—	$	7.8
Financial Liabilities
Foreign currency forwards(1)	$	—	$	0.5	$	—	$	0.5
Interest rate swaps(3)		—		13.1		—		13.1
Deferred compensation plan(2)		7.3		—		—		7.3
Total	$	7.3	$	13.6	$	—	$	20.9

⁽¹⁾ Based on calculations that use readily observable market parameters at their basis, such as spot and forward rates.

⁽²⁾ Based on the quoted price of publicly traded mutual funds which are classified as trading securities and accounted for using the mark-to-market method.

⁽³⁾ Measured as the present value of all expected future cash flows based on the LIBOR-based swap yield curves as of March 31, 2020.  The present value calculation uses discount rates that have been adjusted to reflect the credit quality of the Company and its counterparties.

⁽⁴⁾ The Company acquired two deferred compensation plans with the Ingersoll Rand Industrial acquisition.  The balance included herein is based on the quoted price of publicly traded mutual funds and certain publicly traded stock.  A portion of the deferred compensation plans acquired is settled in the Company’s shares and recorded in equity at historical cost, and as such, is not included in this fair value table.

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Note 12. Revenue from Contracts with Customers

Overview

The Company recognizes revenue when the Company has satisfied its obligation and control is transferred to the customer. The amount of revenue recognized includes adjustments for any variable consideration, such as rebates, sales discounts, liquidated damages, etc., which are included in the transaction price, and allocated to each performance obligation. The variable consideration is estimated throughout the course of the contract using the Company’s best estimates. Judgments impacting variable consideration related to material rebate and sales discount programs, and significant contracts containing liquidated damage clauses are governed by management review processes.

The majority of the Company’s revenues are derived from short duration contracts and revenue is recognized at a single point in time when control is transferred to the customer, generally at shipment or when delivery has occurred or services have been rendered.

The Company has certain long duration engineered to order (‘‘ETO’’) contracts that require highly engineered solutions designed to customer specific applications. For contracts where the contractual deliverables have no alternative use and the contract termination clauses provide for the recovery of cost plus a reasonable margin, revenue is recognized over time based on the Company’s progress in satisfying the contractual performance obligations, generally measured as the ratio of actual costs incurred to date to the estimated total costs to complete the contract. For contracts with termination provisions that do not provide for recovery of cost and a reasonable margin, revenue is recognized at a point in time, generally at shipment or delivery to the customer. Identification of performance obligations, determination of alternative use, assessment of contractual language regarding termination provisions, and estimation of total project costs are all significant judgments required in the application of ASC 606.

Contractual specifications and requirements may be modified. The Company considers contract modifications to exist when the modification either creates new or changes the existing enforceable rights and obligations. In the event a contract modification is for goods or services that are not distinct in the contract, and therefore, form part of a single performance obligation that is partially satisfied as of the modification date, the effect of the contract modification on the transaction price and the Company’s measure of progress for the performance obligation to which it relates, is recognized on a cumulative catch-up basis.

Taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Sales commissions are due at either collection of payment from customers or recognition of revenue. Applying the practical expedient from ASC 340-40-25-4, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in ‘‘Selling and administrative expenses’’ in the Condensed Consolidated Statements of Operations.

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Disaggregation of Revenue

The following tables provide disaggregated revenue by reportable segment for the three month periods ended March 31, 2020 and 2019.

	For the Three Month Period Ended March 31, 2020
	Industrial Technologies and Services		Precision and Science Technologies		High Pressure Solutions		Specialty Vehicle Technologies		Total
Primary Geographic Markets
United States	$	177.2	$	49.3	$	80.7	$	73.6	$	380.8
Other Americas		45.3		4.9		10.2		4.8		65.2
Total Americas	$	222.5	$	54.2	$	90.9	$	78.4	$	446.0
EMEA		200.6		40.9		4.1		5.4		251.0
Asia Pacific		80.9		17.8		1.4		2.8		102.9
Total	$	504.0	$	112.9	$	96.4	$	86.6	$	799.9
Product Categories
Original equipment(1)	$	303.3	$	99.0	$	12.5	$	72.6	$	487.4
Aftermarket(2)		200.7		13.9		83.9		14.0		312.5
Total	$	504.0	$	112.9	$	96.4	$	86.6	$	799.9
Pattern of Revenue Recognition
Revenue recognized at point in time(3)	$	459.4	$	112.9	$	96.4	$	84.5	$	753.2
Revenue recognized over time(4)		44.6		—		—		2.1		46.7
Total	$	504.0	$	112.9	$	96.4	$	86.6	$	799.9

	For the Three Month Period Ended March 31, 2019
	Industrial Technologies and Services		Precision and Science Technologies		High Pressure Solutions		Specialty Vehicle Technologies		Total
Primary Geographic Markets
United States	$	116.5	$	37.8	$	114.9	$	—	$	269.2
Other Americas		29.6		0.7		13.7		—		44.0
Total Americas	$	146.1	$	38.5	$	128.6	$	—	$	313.2
EMEA		191.0		28.2		5.1		—		224.3
Asia Pacific		68.0		12.6		2.2		—		82.8
Total	$	405.1	$	79.3	$	135.9	$	—	$	620.3
Product Categories
Original equipment(1)	$	273.8	$	76.6	$	24.9	$	—	$	375.3
Aftermarket(2)		131.3		2.7		111.0		—		245.0
Total	$	405.1	$	79.3	$	135.9	$	—	$	620.3
Pattern of Revenue Recognition
Revenue recognized at point in time(3)	$	377.6	$	79.3	$	135.9	$	—	$	592.8
Revenue recognized over time(4)		27.5		—		—		—		27.5
Total	$	405.1	$	79.3	$	135.9	$	—	$	620.3

⁽¹⁾ Revenues from sales of capital equipment within the Industrials Technologies and Services and High Pressure Solutions Segments, sales of components to original equipment manufacturers in the Precision and Science Technologies Segment and sales of vehicles to independent distributors in the Specialty Vehicle Technologies Segments.

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⁽²⁾ Revenues from sales of spare parts, accessories, other components and services in support of maintaining customer owned, installed base of the Company’s original equipment.

⁽³⁾ Revenues from short and long duration product and service contracts recognized at a point in time when control is transferred to the customer generally when products delivery has occurred and services have been rendered.

⁽⁴⁾ Revenues primarily from long duration ETO product contracts and certain contracts for delivery of a significant volume of substantially similar products recognized over time as contractual performance obligations are completed.

Performance Obligations

The majority of the Company’s contracts have a single performance obligation as the promise to transfer goods and/or services.  For contracts with multiple performance obligations, the Company utilizes observable prices to determine standalone selling price or cost plus margin if a standalone price is not available. The Company has elected to account for shipping and handling activities as fulfillment costs and not a separate performance obligation.  If control transfers and related revenue is recognized for the related good before the shipping and handling activities occur, the related costs of those shipping and handling activities are accrued.

The Company’s primary performance obligations include delivering standard or configured to order (“CTO”) goods to customers, designing and manufacturing a broad range of equipment customized to a customer’s specifications in ETO arrangements, rendering of services (maintenance and repair contracts), and certain extended or service type warranties.  For incidental items that are immaterial in the context of the contract, costs are expensed as incurred or accrued at delivery.

As of March 31, 2020, for contracts with an original duration greater than one year, the Company expects to recognize revenue in the future related to unsatisfied (or partially satisfied) performance obligations of $375.0 million in the next twelve months and $303.9 million in periods thereafter. The performance obligations that are unsatisfied (or partially satisfied) are primarily related to orders for goods or services that were placed prior to the end of the reporting period and have not been delivered to the customer, on-going work on ETO contracts where revenue is recognized over time and service contracts with an original duration greater than one year.

Contract Balances

The following table provides the contract balances as of March 31, 2020 and December 31, 2019 presented in the Condensed Consolidated Balance Sheets.

	March 31, 2020		December 31, 2019
Accounts receivable	$	1,027.5	$	459.1
Contract assets		54.2		29.0
Contract liabilities		166.2		51.7

Accounts receivable – Amounts due where the Company’s right to receive cash is unconditional.  As of March 31, 2020, approximately $594.3 million of the increase in accounts receivable related to the acquisition of Ingersoll Rand Industrial.

Contract assets – The Company’s rights to consideration for the satisfaction of performance obligations subject to constraints apart from timing. Contract assets are transferred to receivables when the right to collect consideration becomes unconditional. Contract assets are presented net of progress billings and related advances from customers.  As of March 31, 2020, approximately $18.0 million of the increase in contract assets related to the acquisition of Ingersoll Rand Industrial.

Contract liabilities – Advance payments received from customers for contracts for which revenue is not yet recognized. Contract liability balances are generally recognized in revenue within twelve months.  As of March 31, 2020, approximately $108.6 million of the increase in contract liabilities related to the acquisition of Ingersoll Rand Industrial.

Contract assets and liabilities are reported in the Condensed Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period.  Contract assets and liabilities are presented net on a contract level, where required.

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Payments from customers are generally due 30-60 days after invoicing. Invoicing for sales of standard products generally coincides with shipment or delivery of goods. Invoicing for CTO and ETO contracts typically follows a schedule for billing at contractual milestones. Payment milestones normally include down payments upon the contract signing, completion of product design, completion of customer’s preliminary inspection, shipment or delivery, completion of installation, and customer’s on-site inspection. The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets) and customer advances and deposits (contract liabilities) on the Condensed Consolidated Balance Sheets.

The Company has elected the practical expedient from ASC 606-10-32-18 and does not adjust the transaction price for the effects of a financing component if, at contract inception, the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

Note 13. Income Taxes

The following table summarizes the Company’s (benefit) provision for income taxes and effective income tax provision rate for the three month periods ended March 31, 2020 and 2019.

	For the Three Month Period Ended March 31,
	2020			2019
(Loss) income before income taxes	$	(95.7	)	$	59.1
(Benefit) provision for income taxes	$	(58.9	)	$	12.0
Effective income tax rate		61.5	%		20.3	%

The decrease in the provision for income taxes to a benefit for income taxes and the increase in the effective income tax provision rate for the three month period ended March 31, 2020 when compared to the same three month period of 2019 is primarily due to the decrease in earnings generated in countries with a higher statutory tax rate than the United States.  The reduction in pre-tax book income is mainly from the transaction costs associated with the merger and additional amortization and depreciation expense associated with the purchase price step up adjustments.

The impact of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act that was passed during the three month period ended March 31, 2020 was taken into consideration but did not have a material impact to the overall provision in the three month period ended March 31, 2020.

In connection with the acquisition of Ingersoll Rand Industrial, the Company was indemnified by Trane Technologies for certain potential tax obligations arising prior to the acquisition.  The Company recognized an offsetting asset and liability for the tax indemnification in the Condensed Consolidated Balance Sheets.

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Note 14. Supplemental Information

The components of “Other operating expense, net” for the three month periods ended March 31, 2020 and 2019 were as follows.

	For the Three Month Period Ended March 31,
	2020		2019
Other Operating Expense, Net
Foreign currency transaction losses, net	$	2.6	$	3.1
Restructuring charges, net (1)		41.6		2.0
Shareholder litigation settlement recoveries (2)		—		(6.0	)
Acquisition related expenses and non-cash charges (3)		55.0		1.5
Net loss on asset dispositions		—		0.1
Other, net		1.5		1.2
Total other operating expense, net	$	100.7	$	1.9

⁽¹⁾ See Note 3 “Restructuring.”

⁽²⁾ Represents an insurance recovery of the Company’s shareholder litigation settlement in 2014.

⁽³⁾ Represents costs associated with successful and/or abandoned acquisitions, including third-party expenses and post-closure integration costs (including certain incentive and non-incentive cash compensation costs)

Note 15. Contingencies

The Company is a party to various legal proceedings, lawsuits and administrative actions, which are of an ordinary or routine nature for a company of its size and sector. The Company believes that such proceedings, lawsuits and administrative actions will not materially adversely affect its operations, financial condition, liquidity or competitive position. A more detailed discussion of certain of these proceedings, lawsuits and administrative actions is set forth below.

Asbestos and Silica Related Litigation

The Company has been named as a defendant in a number of asbestos-related and silica-related personal injury lawsuits. The plaintiffs in these suits allege exposure to asbestos or silica from multiple sources and typically the Company is one of approximately 25 or more named defendants.

Predecessors to the Company sometimes manufactured, distributed and/or sold products allegedly at issue in the pending asbestos and silica-related lawsuits (the ‘‘Products’’). However, neither the Company nor its predecessors ever mined, manufactured, mixed, produced or distributed asbestos fiber or silica sand, the materials that allegedly caused the injury underlying the lawsuits. Moreover, the asbestos-containing components of the Products, if any, were enclosed within the subject Products.

Although the Company has never mined, manufactured, mixed, produced or distributed asbestos fiber or silica sand nor sold products that could result in a direct asbestos or silica exposure, many of the companies that did engage in such activities or produced such products are no longer in operation. This has led to law firms seeking potential alternative companies to name in lawsuits where there has been an asbestos or silica related injury.

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The Company believes that the pending and future asbestos and silica-related lawsuits are not likely to, in the aggregate, have a material adverse effect on its consolidated financial position, results of operations or liquidity, based on: the Company’s anticipated insurance and indemnification rights to address the risks of such matters; the limited potential asbestos exposure from the Products described above; the Company’s experience that the vast majority of plaintiffs are not impaired with a disease attributable to alleged exposure to asbestos or silica from or relating to the Products or for which the Company otherwise bears responsibility; various potential defenses available to the Company with respect to such matters; and the Company’s prior disposition of comparable matters. However, inherent uncertainties of litigation and future developments, including, without limitation, potential insolvencies of insurance companies or other defendants, an adverse determination in the Adams County Case (discussed below), or other inability to collect from the Company’s historical insurers or indemnitors, could cause a different outcome. While the outcome of legal proceedings is inherently uncertain, based on presently known facts, experience, and circumstances, the Company believes that the amounts accrued on its balance sheet are adequate and that the liabilities arising from the asbestos and silica-related personal injury lawsuits will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity. ‘‘Accrued liabilities’’ and ‘‘Other liabilities’’ of the Condensed Consolidated Balance Sheets include a total litigation reserve of $116.3 million and $118.1 million as of March 31, 2020 and December 31, 2019, respectively, with regards to potential liability arising from the Company’s asbestos-related litigation. Asbestos related defense costs are excluded from the asbestos claims liability and are recorded separately as services are incurred. In the event of unexpected future developments, it is possible that the ultimate resolution of these matters may be material to the Company’s consolidated financial position, results of operation or liquidity.

The Company has entered into a series of agreements with certain of its or its predecessors’ legacy insurers and certain potential indemnitors to secure insurance coverage and/or reimbursement for the costs associated with the asbestos and silica-related lawsuits filed against the Company. The Company has also pursued litigation against certain insurers or indemnitors, where necessary. The Company has an insurance recovery receivable for probable asbestos related recoveries of approximately $122.4 million as of March 31, 2020 and December 31, 2019, respectively, which was included in ‘‘Other assets’’ in the Condensed Consolidated Balance Sheets.

The largest such recent action, Gardner Denver, Inc. v. Certain Underwriters at Lloyd’s, London, et al., was filed on July 9, 2010, in the Eighth Judicial Circuit, Adams County, Illinois, as case number 10-L-48 (the ‘‘Adams County Case’’). In the lawsuit, the Company seeks, among other things, to require certain excess insurer defendants to honor their insurance policy obligations to the Company, including payment in whole or in part of the costs associated with the asbestos-related lawsuits filed against the Company. In October 2011, the Company reached a settlement with one of the insurer defendants, which had issued both primary and excess policies, for approximately the amount of such defendant’s policies that were subject to the lawsuit. Since then, the case has been proceeding through the discovery and motions process with the remaining insurer defendants. On January 29, 2016, the Company prevailed on the first phase of that discovery and motions process (‘‘Phase I’’). Specifically, the Court in the Adams County Case ruled that the Company has rights under all of the policies in the case, subject to their terms and conditions, even though the policies were sold to the Company’s former owners rather than to the Company itself. On June 9, 2016, the Court denied a motion by several of the insurers who sought permission to appeal the Phase I ruling immediately rather than waiting until the end of the whole case as is normally required. The case is now proceeding through the discovery process regarding the remaining issues in dispute (‘‘Phase II’’).

A majority of the Company’s expected future recoveries of the costs associated with the asbestos-related lawsuits are the subject of the Adams County Case.

The amounts recorded by the Company for asbestos-related liabilities and insurance recoveries are based on currently available information and assumptions that the Company believes are reasonable based on an evaluation of relevant factors. The actual liabilities or insurance recoveries could be higher or lower than those recorded if actual results vary significantly from the assumptions. There are a number of key variables and assumptions including the number and type of new claims to be filed each year, the resolution or outcome of these claims, the average cost of resolution of each new claim, the amount of insurance available, allocation methodologies, the contractual terms with each insurer with whom the Company has reached settlements, the resolution of coverage issues with other excess insurance carriers with whom the Company has not yet achieved settlements, and the solvency risk with respect to the Company’s insurance carriers. Other factors that may affect the future liability include uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, legal rulings that may be made by state and federal courts, and the passage of state or federal legislation. The Company makes the necessary adjustments for the asbestos liability and corresponding insurance recoveries on an annual basis unless facts or circumstances warrant assessment as of an interim date.

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Environmental Matters

The Company has been identified as a potentially responsible party (‘‘PRP’’) with respect to several sites designated for cleanup under U.S. federal ‘‘Superfund’’ or similar state laws that impose liability for cleanup of certain waste sites and for related natural resource damages. Persons potentially liable for such costs and damages generally include the site owner or operator and persons that disposed or arranged for the disposal of hazardous substances found at those sites. Although these laws impose joint and several liability on PRPs, in application the PRPs typically allocate the investigation and cleanup costs based upon the volume of waste contributed by each PRP. Based on currently available information, the Company was only a small contributor to these waste sites, and the Company has, or is attempting to negotiate, de minimis settlements for their cleanup. The cleanup of the remaining sites is substantially complete and the Company’s future obligations entail a share of the sites’ ongoing operating and maintenance expense. The Company is also addressing four on-site cleanups for which it is the primary responsible party. Three of these cleanup sites are in the operation and maintenance stage and one is in the implementation stage.

The Company has undiscounted accrued liabilities of $8.8 million and $6.6 million as of March 31, 2020 and December 31, 2019, respectively, on its Condensed Consolidated Balance Sheets to the extent costs are known or can be reasonably estimated for its remaining financial obligations for the environmental matters discussed above and does not anticipate that any of these matters will result in material additional costs beyond amounts accrued. Based upon consideration of currently available information, the Company does not anticipate any material adverse effect on its results of operations, financial condition, liquidity or competitive position as a result of compliance with federal, state, local or foreign environmental laws or regulations, or cleanup costs relating to these matters.

Note 16. Segment Results

Effective immediately upon the closing of the Ingersoll Rand Industrial acquisition, the Company began operating with four reportable segments.  As a result of these changes, information that the Company’s chief operating decision maker regularly reviews for purposes of allocating resources and assessing performance changed.  Therefore, beginning in the three month period ended March 31, 2020, the Company reports its financial performance based on its new segments.  The Company recasted certain prior period amounts to conform to the way the Company is internally managed and how the Company monitors segment performance during the current fiscal year.  A description of the Company’s four reportable segments, including the specific products manufactured and sold is presented below.

In the Industrial Technologies and Services segment, the Company designs, manufactures, markets and services a broad range of compressor, blower and vacuum solutions as well as fluid transfer equipment, loading systems, power tools and lifting equipment. The Company’s compressor, blower and vacuum products are used worldwide in industrial manufacturing, transportation, chemical processing, food and beverage production, energy, environmental and other applications. In addition to equipment sales, the Company offers a broad portfolio of service options tailored to customer needs and a complete range of aftermarket parts, air treatment equipment, controls and other accessories. The Company’s engineered loading systems and fluid transfer equipment ensure the safe handling and transfer of crude oil, liquefied natural gas, compressed natural gas, chemicals, and bulk materials. The Company’s power tools and lifting equipment are used by customers in industrial manufacturing, vehicle maintenance, energy and other markets for precision fastening, bolt removal, grinding, sanding, drilling, demolition and the safe and efficient lifting, positioning and movement of loads. The Company sells its products primarily through independent distributors worldwide and also sells directly to the customer.

In the Precision and Science Technologies segment, the Company designs, manufactures and markets a broad range of specialized positive displacement pumps, fluid management equipment and aftermarket parts for medical, laboratory, industrial manufacturing, water and wastewater, chemical processing, energy, food and beverage, agriculture and other markets. The Company’s products are used for a diverse set of applications including precision dosing of chemicals and supplements, blood dialysis, oxygen therapy, food processing, fluid transfer and dispensing, spray finishing and coating, mixing, high-pressure air and gas management and others. The Company sells primarily through a broad global network of specialized and national distributors and original equipment manufacturers (“OEM”) who integrate the Company’s products into their devices and systems.

In the High Pressure Solutions segment, the Company designs, manufactures, markets and services a diverse range of positive displacement pumps, integrated systems and associated aftermarket parts, consumables and services. The Company’s positive displacement pump offering includes mission-critical oil and gas drilling pumps, frac pumps and well servicing pumps, in addition to sales of associated aftermarket parts, consumables and services. The products sold into upstream energy applications are highly aftermarket-intensive and are supported in the field through one of the industry’s most comprehensive service networks. The Company’s customers provide drilling, completions and well services to oil and gas operators, particularly in the major basins and shale plays in the North American land market. The Company is one of the leading suppliers in these upstream energy applications and has long-standing customer relationships.

In the Specialty Vehicle Technologies segment, the Company designs, manufactures and markets Club Car ® golf, utility and consumer low-speed vehicles. The Company has a long-standing track record as a leading premium manufacturer with strong brand recognition. Its customers include golf course operators, resorts and hospitality sites, government agencies and municipalities, manufacturing and construction firms, sports and other arenas, colleges and universities and other commercial establishments, as well as individual consumers. The Company sells its products primarily through independent distributors in over eighty countries worldwide and also sells its products directly to consumers.

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The Chief Operating Decision Maker (“CODM”) evaluates the performance of the Company’s reportable segments based on, among other measures, Segment Adjusted EBITDA. Management closely monitors the Segment Adjusted EBITDA of each reportable segment to evaluate past performance and actions required to improve profitability. Inter-segment sales and transfers are not significant. Administrative expenses related to the Company’s corporate offices and shared service centers in the United States and Europe, which includes transaction processing, accounting and other business support functions, are allocated to the business segments. Certain administrative expenses, including senior management compensation, treasury, internal audit, tax compliance, certain information technology, and other corporate functions, are not allocated to the business segments.

The following table provides summarized information about the Company’s operations by reportable segment and reconciles Segment Adjusted EBITDA to (Loss) Income Before Income Taxes for the three month periods ended March 31, 2020 and 2019.

	For the Three Month Period Ended March 31,
	2020			2019(1)
Revenue
Industrial Technologies and Services	$	504.0		$	405.1
Precision and Science Technologies		112.9			79.3
High Pressure Solutions		96.4			135.9
Specialty Vehicle Technologies		86.6			-
Total Revenue	$	799.9		$	620.3
Segment Adjusted EBITDA
Industrial Technologies and Services	$	94.8		$	85.5
Precision and Science Technologies		32.9			23.1
High Pressure Solutions		23.5			41.8
Specialty Vehicle Technologies		14.1			-
Total Segment Adjusted EBITDA	$	165.3		$	150.4
Less items to reconcile Segment Adjusted EBITDA to (Loss)
Income Before Income Taxes
Corporate expenses not allocated to segments	$	17.5		$	11.4
Interest expense		27.1			22.4
Depreciation and amortization expense(a)		71.1			45.5
Restructuring and related business transformation costs(b)		42.2			4.1
Acquisition related expenses and non-cash charges(c)		96.1			1.6
Establish public company financial reporting compliance(d)		-			0.6
Stock-based compensation(e)		3.0			8.7
Foreign currency transaction losses, net		2.6			3.1
Loss on extinguishment of debt(f)		2.0			-
Shareholder litigation settlement recoveries(g)		-			(6.0	)
Other adjustments(h)		(0.6	)		(0.1	)
(Loss) Income Before Income Taxes	$	(95.7	)	$	59.1

⁽¹⁾ For the three month period ended March 31, 2020, as a result of the acquisition of Ingersoll Rand Industrial, the Company changed its measurement methodology of Segment Adjusted EBITDA.  Segment Adjusted EBITDA and the reconciliation to (Loss) Income Before Income Taxes was revised to conform to the methodology used for the three month period ended March 31, 2020.

^(a) Depreciation and amortization expense excludes $1.2 million of depreciation of rental equipment.

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^(b) Restructuring and related business transformation costs consist of the following.

	For the Three Month Period Ended March 31,
	2020		2019
Restructuring charges	$	41.6	$	2.0
Facility reorganization, relocation and other costs		0.4		0.6
Other, net		0.2		1.5
Total restructuring and related business transformation costs	$	42.2	$	4.1

^(c) Represents costs associated with successful and/or abandoned acquisitions, including third-party expenses, post-closure integration costs (including certain incentive and non-incentive cash compensation costs) and non-cash charges and credits arising from purchase accounting adjustments.

^(d) Represents third party expenses to comply with the requirements of Sarbanes-Oxley and the accelerated adoption of the new accounting standard (ASC 842 - Leases) in the first quarter of 2019, one year ahead of the required adoption dates for a private company.

^(e) Represents stock-based compensation expense recognized for the three month period ended March 31, 2020 of $3.5 million decreased by $0.5 million due to the reduction of an accrual related to employer taxes.  Represents stock-based compensation expense of $7.5 million increased by $1.2 million due to costs associated with employer taxes for the three month period ended March 31, 2019.

^(f) Represents losses on the extinguishment of the Company’s Original Dollar Term Loan and Original Euro Term Loan as a result of Amendment No. 5 to the Senior Secured Credit Facility.

^(g) Represents an insurance recovery of the Company’s shareholder litigation settlement in 2014.

^(h) Includes (i) effects of amortization of prior service costs and amortization of losses in pension and other postretirement benefits (“OPEB”) expense, (ii) certain legal and compliance costs and (iii) other miscellaneous adjustments.

Note 17. Related Party Transactions

In connection with the Ingersoll Rand Industrial acquisition, certain additional agreements have been entered into between Ingersoll Rand and Trane Technologies PLC, including, among others, an Employee Matters Agreement, a Real Estate Matters Agreement, a Tax Matters Agreement, an Intellectual Property Matters Agreement and a Transition Services Agreement each dated February 29, 2020.  The Transition Services Agreement has a term of twenty four calendar months.  Charges for services under the agreement will be determined on an allocated cost basis, subject to an overall annual aggregate cap.  During the three month period ended March 31, 2020, the Company incurred $2.4 million of charges under the Transition Service Agreement.

Affiliates of KKR participated as a lender in the Company’s Senior Secured Credit Facilities. As of March 31, 2020, KKR held a position in the Euro Term Loan of €49.0 million and a position in the Dollar Term Loan B of $36.4 million.

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Note 18. (Loss) Earnings Per Share

The computations of basic and diluted (loss) earnings per share are as follows.

	For the Three Month Period Ended March 31,
	2020			2019
(Loss) net income	$	(36.8	)	$	47.1
Less: Net loss attributable to noncontrolling interests		—			—
Net (loss) income attributable to Ingersoll Rand Inc.	$	(36.8	)	$	47.1
Average shares outstanding
Basic		277.3			201.6
Diluted		277.3			207.7
(Loss) earnings per share
Basic	$	(0.13	)	$	0.23
Diluted	$	(0.13	)	$	0.23

Due to the net loss in the three month period ended March 31, 2020, potentially dilutive instruments would be anti-dilutive.  Accordingly, diluted loss per share is the same as basic loss for the three month period ended March 31, 2020.  For the three month period ended March 31, 2019, there were 2.5 million anti-dilutive shares that were not included in the computation of diluted earnings per share.

ITEM 2. MANGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion contains management’s discussion and analysis of our financial condition and results of operations and should be read together with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q (this “Form 10-Q”).  This discussion contains forward-looking statements that reflect our plans, estimates and beliefs and involve numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and this Form 10-Q.  Actual results may differ materially from those contained in any forward-looking statements.  You should carefully read “Special Note Regarding Forward-Looking Statements” in this Form 10-Q.

Overview

Our Company

We are a leading global provider of mission-critical flow creation technologies and associated aftermarket parts, consumables and services, which we sell across multiple attractive end-markets. We manufacture one of the broadest and most complete ranges of compressor, pump, vacuum and blower products in our markets, which, when combined with our global geographic footprint and application expertise, allows us to provide differentiated product and service offerings to our customers. Our products are sold under a collection of premier, market-leading brands, including Ingersoll Rand, Gardner Denver, Club Car. CompAir, Nash, Elmo Rietschle, Robuschi, Thomas, Milton Roy, ARO, Emco Wheaton and Runtech Systems, which we believe are globally recognized in their respective end-markets and known for product quality, reliability, efficiency and superior customer service.

On February 29, 2020, we completed the acquisition of the Ingersoll Rand Industrial business (“Ingersoll Rand Industrial”) by way of merger and changed our name from Gardner Denver Holdings, Inc. to Ingersoll Rand Inc.

Our Segments

Subsequent to the acquisition of Ingersoll Rand Industrial, we reorganized our reportable segments.  As a result, we no longer report under the three reportable segments of Industrial, Energy and Medical.  Instead, we report utilizing the four reportable segments of Industrial Technologies and Services, Precision and Science Technologies, High Pressure Solutions and Specialty Vehicle Technologies.  Our Chief Operating Decision Maker regularly reviews financial information to allocate resources and assess performance utilizing these reorganized segments.  See Note 5 “Goodwill and Other Intangible Assets” for the allocation of goodwill to the new reportable segments.  See Note 16 “Segment Results” for a description of the new reportable segments.

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Industrial Technologies and Services

We design, manufacture, market and service a broad range of air and gas compression, blower and vacuum solutions, fluid transfer equipment, loading systems, power tools and lifting equipment, including associated aftermarket parts, consumables and services. We primarily sell under the Ingersoll Rand, Gardner Denver, CompAir, Elmo Rietschle, Robuschi, Nash and Emco Wheaton brands.  Our customers deploy our products across a wide array of technologies and applications for use in diverse end-markets. Compressors are used to increase the pressure of air or gas, blower products are used to produce a high volume of air or gas at low pressure, and vacuum products are used to remove air or gas in order to reduce the pressure below atmospheric levels. Almost every manufacturing and industrial facility, and many service and process industry applications, use air compression, blower and vacuum products in a variety of process-critical applications such as the operation of pneumatic tools, pumps and motion control components, air and gas separation, vacuum packaging of food products and aeration of waste water, among others. Our liquid ring vacuum pumps and compressors are used in many power generation, mining, oil and gas refining and processing, chemical processing and general industrial applications including flare gas and vapor recovery, geothermal gas removal, vacuum de-aeration, water extraction in mining and paper and chlorine compression in petrochemical operations. Our engineered loading systems and fluid transfer equipment ensure the safe handling and transfer of crude oil, liquefied natural gas, compressed natural gas, chemicals, and bulk materials. Our power tools and lifting equipment portfolio includes electric and cordless fastening systems, pneumatic bolting tools, drilling and material removal tools, hoists, winches and ergonomic handling devices.  Typical applications for these products include the precision fastening of bolted joints in the production, assembly and servicing of industrial machinery, on-highway and off-highway vehicles, aircraft, electronics and other equipment.

Our compression products cover the full range of technologies, including rotary screw, reciprocating piston, scroll, rotary vane and centrifugal compressors. Our vacuum products and blowers also cover the full technology spectrum; vacuum technologies include side channel, liquid ring, claw vacuum, screw, turbo and rotary vane vacuum pumps among others, while blower technologies include rotary lobe blowers, screw, claw and vane, side channel and radial blowers. Our liquid ring vacuum pumps and compressors are highly engineered products specifically designed for continuous duty in harsh environments to serve a wide range of applications, including oil and gas refining and processing, mining, chemical processing and industrial applications. In addition to our vacuum and blower technology, our engineered fluid loading and transfer equipment and systems ensure the safe and efficient transportation and transfer of petroleum products as well as certain other liquid commodity products in a wide range of industries.

We complement these products with a broad portfolio of service options tailored to customer needs and a complete range of aftermarket parts, air treatment equipment, controls and other accessories delivered through our global network of manufacturing and service locations. The breadth and depth of our product offering creates incremental business opportunities by allowing us to cross-sell our full product portfolio and uniquely address customers’ needs in one complete solution.

We sell our products through an integrated network of direct sales representatives and independent distributors, which is strategically tailored to meet the dynamics of each target geography or end-market. Our large installed base also provides for a significant stream of recurring aftermarket revenue. For example, the useful life of a compressor is, on average, between 10 and 12 years. However, a customer typically services the compressor at regular intervals, starting within the first two years of purchase and continuing throughout the life of the product. The cumulative aftermarket revenue generated by a compressor over the product’s life cycle will typically exceed its original sale price.

Precision and Science Technologies

We design, manufacture and market a broad range of highly-specialized positive displacement pumps, fluid management systems and aftermarket parts that provide liquid and gas dosing, transfer, dispensing, compression, sampling, pressure management and flow control in specialized or critical applications.  Our product offering covers a range of pump and flow control technologies, including mechanically- and hydraulically-actuated diaphragm pumps, air-operated diaphragm and piston pumps, water-powered pumps, peristaltic pumps, gear pumps, flexible impeller pumps, self-priming centrifugal pumps, syringe pumps, motion control components, filtration/regulation/lubrication components, gas boosters, high pressure valves, hydrogen compression systems, liquid and gas sampling systems, odorant injection systems and more.  These offerings are sold under brands that are highly recognized in their end markets including ARO, Dosatron, Haskel, Milton Roy, Oberdorfer, Thomas and Welch.  Our customer base is composed of a wide range of end users in markets including medical, laboratory, industrial manufacturing, water and waste water, chemical processing, energy, food and beverage, agriculture and others.  Our sales are realized primarily through a combination of independent specialty and national distributors and relationships directly with original equipment manufacturers (“OEM”).

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High Pressure Solutions

We design, manufacture, market and service a diverse range of positive displacement pumps, integrated systems and associated aftermarket parts, consumables and services. The highly engineered products offered by our High Pressure Solutions segment serve customers in the upstream energy market, as well as petrochemical processing, transportation and general industrial sectors. We are one of the largest suppliers of equipment and associated aftermarket parts, consumables and services for the upstream energy applications that we serve.

Our positive displacement pumps are fit-for-purpose to meet the demands and challenges of modern unconventional drilling and hydraulic fracturing activity.  Our offering includes mission-critical oil and gas drilling pumps, frac pumps and well servicing pumps, in addition to sales of associated consumables used in the operation of our pumps. The products we sell into upstream energy applications are highly aftermarket-intensive, and we support these products in the field with one of the industry’s most comprehensive service networks, which encompasses locations across all major basins and shale plays in the North American land market. This service network is critical to serving our customers and, by supporting them in the field, to generating demand for new original equipment sales and aftermarket parts, consumables, service and repair sales which in aggregate are often multiples of the value of the original equipment.

Our customers provide drilling, completions and well services to oil and gas operators, particularly in the major basins and shale plays in the North American land market.  We are one of the leading suppliers in these upstream energy applications and has long-standing customer relationships.

Specialty Vehicle Technologies

We design, manufacture and market golf car and other low speed vehicles for commercial utility and personal transportation under the Club Car ® brand.  Product offerings include new and used electric, gas and diesel-powered vehicles, accessories and aftermarket parts.  Service offerings include repair and maintenance, short-term rentals and digital connectivity services that enable fleet management, entertainment and provide enhanced end-user experience.

Sales of golf car fleets and turf utility vehicles are primarily derived from golf courses owners and operators around the world.  Utility, all-wheel drive, and multi passenger transport vehicles are used in commercial and maintenance applications at resorts and hospitality sites, government agencies and municipalities, manufacturing and construction firms, sports and other areas, colleges and universities and other commercial establishments.  Our consumer vehicles are generally sold to individuals and families for personal transportation in residential communities, camp grounds and vacation locations.  All of our low speed vehicles are highly featured, and highly customized for their application and are available in multiple colors, fabrics, power trains and accessories.  The majority of sales are derived through a global network of independent distributors and dealers.  We also sell our products directly to certain customers within the golf industry, through company-owned sales resources.

Components of Our Revenue and Expenses

Revenues

We generate revenue from sales of original equipment and associated aftermarket parts, consumables and services. We sell our products and deliver services both directly to end-users and through independent distribution channels, depending on the product line and geography.  Revenue derived from short duration contracts is recognized at a single point in time when control is transferred to the customer, generally at shipment or when delivery has occurred or as services are performed. Certain contracts involve significant design engineering to customer specifications, and depending upon the contractual terms, revenue is recognized either over the duration of the contract or at contract completion when equipment is delivered to the customer.

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Expenses

Cost of Sales

Cost of sales includes the costs we incur, including purchased materials, labor and overhead related to manufactured products and aftermarket parts sold during a period. Depreciation related to manufacturing equipment and facilities is included in cost of sales. Purchased materials represent the majority of costs of sales, with steel, aluminum, copper and partially finished castings representing our most significant materials inputs. Stock-based compensation expense for employees associated with the manufacture of products or delivery of services to customers is included in cost of sales. We have instituted a global sourcing strategy to take advantage of coordinated purchasing opportunities of key materials across our manufacturing plant locations.

Cost of sales for services includes the direct costs we incur, including direct labor, parts and other overhead costs including depreciation of equipment and facilities, to deliver repair, maintenance and other field services to our customers.

Selling and Administrative Expenses

Selling and administrative expenses consist of (i) salaries and other employee-related expenses for our selling and administrative functions and other activities not associated with the manufacture of products or delivery of services to customers; (ii) facility operating expenses for selling and administrative activities, including office rent, maintenance, depreciation and insurance; (iii) marketing and direct costs of selling products and services to customers including internal and external sales commissions; (iv) research and development expenditures; (v) professional and consultant fees; (vi) expenses related to our  public stock offerings and to establish public company reporting compliance; (vii) employee related stock-based compensation for our selling and administrative functions and other activities not associated with the manufacture of products or delivery of services to customers; and (viii) other miscellaneous expenses. Certain corporate expenses, including those related to our shared service centers in the United States and Europe, that directly benefit our businesses are allocated to our business segments. Certain corporate administrative expenses, including corporate executive compensation, treasury, certain information technology, internal audit and tax compliance, are not allocated to the business segments.

Amortization of Intangible Assets

Amortization of intangible assets includes the periodic amortization of intangible assets including customer relationships, trademarks, developed technology, backlog and internally developed software.

Other Operating Expense, Net

Other operating expense, net includes foreign currency transaction gains and losses, net, restructuring charges, certain shareholder litigation settlement recoveries, acquisition related expenses and non-cash charges, losses and gains on asset disposals and other miscellaneous operating expenses.

(Benefit) Provision for Income Taxes

The (benefit) provision for income taxes includes U.S. federal, state and local income taxes and all non-U.S. income taxes. We are subject to income tax in approximately 45 jurisdictions outside of the United States.  Because we conduct operations on a global basis, our effective tax rate depends, and will continue to depend, on the geographic distribution of our pre-tax earnings among several different taxing jurisdictions. Our effective tax rate can also vary based on changes in the tax rates of the different jurisdictions, the availability of tax credits and non-deductible items.

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Items Affecting our Reported Results

General Economic Conditions and Capital Spending in the Industries We Serve

Our financial results closely follow changes in the industries and end-markets we serve. Demand for most of our products depends on the level of new capital investment and planned and unplanned maintenance expenditures by our customers. The level of capital expenditures depends, in turn, on the general economic conditions as well as access to capital at reasonable cost. In particular, demand for our Industrial Technologies and Services products generally correlates with the rate of total industrial capacity utilization and the rate of change of industrial production. Capacity utilization rates above 80% have historically indicated a strong demand environment for industrial equipment. In the midstream and downstream portions of our Industrial Technologies and Services segment, overall economic growth and industrial production, as well as secular trends, impact demand for our products.  In our High Pressure Solutions segment, demand for our products that serve upstream energy end-markets are influenced heavily by energy prices and the expectation as to future trends in those prices. Energy prices have historically been cyclical in nature and are affected by a wide range of factors. In addition to energy prices, demand for our upstream energy products are positively impacted by increasing global land rig count, drilled but uncompleted wells, the level of hydraulic fracturing intensity and activity measured by horsepower utilization and lateral lengths as well as drilling and completion capital expenditures. In our Precision and Science Technologies segment we expect demand for our products to be driven by favorable trends, including the growth in healthcare spend and expansion of healthcare systems due to an aging population requiring medical care and increased investment in health solutions and safety infrastructures in emerging economies. Over longer time periods, we believe that demand for all of our products also tends to follow economic growth patterns indicated by the rates of change in the GDP around the world, as augmented by secular trends in each segment. Our ability to grow and our financial performance will also be affected by our ability to address a variety of challenges and opportunities that are a consequence of our global operations, including efficiently utilizing our global sales, manufacturing and distribution capabilities and engineering innovative new product applications for end-users in a variety of geographic markets.

Foreign Currency Fluctuations

A significant portion of our revenues, approximately 47% for the three month period ended March 31, 2020, was denominated in currencies other than the U.S. dollar.  Because much of our manufacturing facilities and labor force costs are outside of the United States, a significant portion of our costs are also denominated in currencies other than the U.S. dollar. Changes in foreign exchange rates can therefore impact our results of operations and are quantified when significant to our discussion.

Factors Affecting the Comparability of our Results of Operations

As a result of a number of factors, our historical results of operations are not comparable from period to period and may not be comparable to our financial results of operations in future periods. Key factors affecting the comparability of our results of operations are summarized below.

Acquisition of Ingersoll Rand Industrial

On February 29, 2020, we completed the acquisition of Ingersoll Rand Industrial.  We reorganized our reportable segments as a result of the Ingersoll Rand Industrial acquisition and formed four new reportable segments.

• Industrial Technologies and Services segment – Ingersoll Rand Industrial’s Compression Technologies and Services (“CTS”) and Power Tools and Lifting (“PTL”) businesses joined the legacy Gardner Denver Industrial segment (excluding the Specialty Pump businesses) and the midstream and downstream portions of the Gardner Denver Energy segment to form the new “Industrial Technologies and Services” segment.

• Precision and Science Technologies segment – Ingersoll Rand Industrial’s Precision Flow Systems (“PFS”) and ARO businesses joined the legacy Gardner Denver Medical segment and Specialty Pump businesses from the legacy Gardner Denver Industrial segment to form the new “Precision and Science Technologies” segment.

• High Pressure Solutions segment – The upstream energy portion of the legacy Gardner Denver Energy segment was disaggregated to form the new “High Pressure Solutions” segment.

• Specialty Vehicle Technologies segment – Ingersoll Rand Industrial’s Club Car golf, utility and consumer low-speed vehicles business formed the new “Specialty Vehicle Technologies” segment.

Ingersoll Rand Industrial is included in our results of operations beginning on the acquisition date (close of business February 29, 2020). Comparability between the three month period ended March 31, 2020 and 2019 will be affected by one month of activity from Ingersoll Rand Industrial.  Subsequent to the date of acquisition, in the three month period ended March 31, 2020, the Ingersoll Rand Industrial acquisition contributed $163.3 million, $43.4 million, and $86.6 million of revenue to the Industrial Technologies and Services, Precision and Science Technologies and Specialty Vehicle Technologies segments, respectively.

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See Note 2 “Business Combinations” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for further discussion of the acquisition of Ingersoll Rand Industrial.

Impact of Coronavirus (COVID-19)

We continue to assess and actively manage the impact of the COVID-19 pandemic on our global operations and also the operations of our suppliers and customers.  While we are unable to precisely quantify the impact of COVID-19 on our results of operations for the three month period ended March 31, 2020, a significant portion of our decrease in revenues are a result of the pandemic.  We are adhering to all state and country mandates and guidelines wherever we operate. Currently all our major manufacturing locations in the United States, United Kingdom, Germany, Brazil and China are operational. In some countries, such as India, Italy and South Africa, we have seen facility closures due to local recommendations. We are taking certain actions to reduce costs and preserve cash given the rapidly changing environment. The length of time the pandemic will impact our operations, and the operations of our customers and suppliers remains uncertain.  See “The COVID-19 pandemic has adversely affected our business and results of operations, and could have a material and adverse effect on our business, results of operations and financial condition in the future” in Part II Item 1A. “Risk Factors.”

Saudi Arabia and Russia oil price dispute

During the three month period ended March 31, 2020, oil prices dropped significantly due to increased production pursued by Saudi Arabia and Russia. The upstream energy markets we sell into are influenced heavily by oil and natural gas prices and the expectation of the future prices of those commodities. As a result of decreases in oil prices, we experienced a reduction in demand and consequently pricing within our High Pressure Solutions segment which serves the upstream energy market.

We believe it is helpful to consider the impact of our exposure to the upstream energy market in evaluating our 2019 and 2020 Segment Revenue and Segment Adjusted EBITDA for our High Pressure Solutions segment, in order to better understand other drivers of our performance during those periods, including operational improvements.

Restructuring and Other Business Transformation Initiatives

In the third quarter of 2018, we announced a restructuring program, (“2018 Plan”) that primarily involved workforce reductions and facility consolidation.  This restructuring program was substantially completed as of December 31, 2019.  In the three month period ended March 31, 2019, $2.0 million was charged to expense related to this restructuring program.

Subsequent to the acquisition of Ingersoll Rand Industrial, we announced a restructuring program (“2020 Plan”) to drive efficiencies and synergies, reduce the number of facilities and optimize operating margins within our merged Company.  We expect total expenses of approximately $350.0 million related to workforce reductions, lease termination costs, other facility rationalization costs and other business related transformation costs from 2020 until 2022.  We expect to realize approximately $250.0 million in annualized cost synergies by the end of 2022.  We continue to evaluate operating efficiencies and anticipate incurring additional costs in the coming years in connection with these activities, but we are unable to estimate those amounts at this time as such plans are not yet finalized.

Through March 31, 2020, $41.6 million was charged to expense through “Other operating expense, net” in the Condensed Consolidated Statements of Operations ($30.0 million for Industrial Technologies and Services, $3.1 million for Precision and Science Technologies, $3.1 million for High Pressure Solutions, $0.5 million for Specialty Vehicle Technologies and $4.9 million for Corporate).

In addition to the costs described above, in connection with the acquisition of Ingersoll Rand Industrial, we expect to incur costs of approximately $100.0 million related to stand-up costs. Examples of stand-up costs include third party consulting costs associated with integration, and costs related to the integration of information technology systems, infrastructure and hardware in support of various support and business facing functions. These costs are expected to be a combination of operating expenditures and capital expenditures.

Outlook

Industrial Technologies and Services Segment

The mission-critical nature of our products across manufacturing processes drives a demand environment and outlook that are correlated with global and regional industrial production, capacity utilization and long-term GDP growth. Due to the uncertainty of current economic conditions associated with COVID-19, and its impact on end markets, our near-term visibility is limited.  In the first quarter of 2020, we had $567.5 million of orders in our Industrial Technologies and Services segment, an increase of 36.6% over the first quarter of 2019. Approximately $170.0 million of these orders relate to the acquisition of Ingersoll Rand Industrial.

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Precision and Science Technologies Segment

During the COVID-19 pandemic, the Precision and Science Technologies segment has seen increased demand for our vacuum pump and compressor solutions used in respirator and ventilator applications.  Demand of other products and services have been curtailed as a result of the COVID-19 pandemic and near-term visibility is limited.  In the first quarter of 2020, we had $130.8 million of orders in our Precision and Science Technologies segment, an increase of 52.4% over 2019.  Approximately $46.9 million of these orders relate to the acquisition of Ingersoll Rand Industrial.

High Pressure Solutions Segment

The demand and outlook for the majority of our High Pressure Solutions products and services are influenced heavily by the supply and demand dynamics related to oil and natural gas products, and have been influenced by oil and natural gas prices, the level and intensity of hydraulic fracturing activity, global land rig count, the number of drilled but uncompleted wells and other economic factors. These factors have caused the level of demand for certain of our upstream products to change at times (both positively and negatively) and we expect these trends to continue in the future.  COVID-19 has negatively impacted the global demand for oil and natural gas while supply has increased due to the increase of production limits by Saudi Arabia and Russia.  These dynamics have severely limited outlook visibility.  In the first quarter of 2020, we had $83.5 million of orders in our High Pressure Solutions segment, a decrease of 25.8% over the first quarter of 2019.

Specialty Vehicle Technologies Segment

During 2020, we expect a decrease in demand in our Specialty Vehicle Technologies segment as the COVID-19 pandemic continues to impact the hospitality and golf industries. We will continue to leverage our products’ brand awareness and premium quality to expand into new markets. In the first quarter of 2020, we had $62.4 million of orders in our Specialty Vehicle Technologies segment.

How We Assess the Performance of Our Business

We manage operations through the four business segments described above. In addition to our consolidated GAAP financial measures, we review various non-GAAP financial measures, including Adjusted EBITDA, Adjusted Net Income and Free Cash Flow.

We believe Adjusted EBITDA and Adjusted Net Income are helpful supplemental measures to assist us and investors in evaluating our operating results as they exclude certain items whose fluctuation from period to period do not necessarily correspond to changes in the operations of our business. Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation, amortization and certain non-cash, non-recurring and other adjustment items. We believe that the adjustments applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors about certain material non-cash items and about non-recurring items that we do not expect to continue at the same level in the future. Adjusted Net Income is defined as net (loss) income including interest, depreciation and amortization of non-acquisition related intangible assets and excluding other items used to calculate Adjusted EBITDA and further adjusted for the tax effect of these exclusions.

We use Free Cash Flow to review the liquidity of our operations. We measure Free Cash Flow as cash flows from operating activities less capital expenditures. We believe Free Cash Flow is a useful supplemental financial measure for us and investors in assessing our ability to pursue business opportunities and investments and to service our debt. Free Cash Flow is not a measure of our liquidity under GAAP and should not be considered as an alternative to cash flows from operating activities.

Management and our board of directors regularly use these measures as tools in evaluating our operating and financial performance and in establishing discretionary annual compensation. Such measures are provided in addition to, and should not be considered to be a substitute for, or superior to, the comparable measures under GAAP. In addition, we believe that Adjusted EBITDA, Adjusted Net Income and Free Cash Flow are frequently used by investors and other interested parties in the evaluation of issuers, many of which also present Adjusted EBITDA, Adjusted Net Income and Free Cash Flow when reporting their results in an effort to facilitate an understanding of their operating and financial results and liquidity.

Adjusted EBITDA, Adjusted Net Income and Free Cash Flow should not be considered as alternatives to net (loss) income or any other performance measure derived in accordance with GAAP, or as alternatives to cash flow from operating activities as a measure of our liquidity. Adjusted EBITDA, Adjusted Net Income and Free Cash Flow have limitations as analytical tools, and you should not consider such measures either in isolation or as substitutes for analyzing our results as reported under GAAP.

49

See “Non-GAAP Financial Measures” below for reconciliation information.

Results of Operations

Consolidated results should be read in conjunction with the segment results section herein and Note 16 “Segment Results” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q, which provides more detailed discussions concerning certain components of our Condensed Consolidated Statements of Operations.  All intercompany accounts and transactions have been eliminated within the consolidated results.

	For the Three Month Period Ended March 31,
	2020			2019
Condensed Consolidated Statements of Operations
Revenues	$	799.9		$	620.3
Cost of sales		555.4			389.8
Gross profit		244.5			230.5
Selling and administrative expenses		155.4			117.0
Amortization of intangible assets		55.2			31.4
Other operating expense, net		100.7			1.9
Operating (loss) income		(66.8	)		80.2
Interest expense		27.1			22.4
Loss on extinguishment of debt		2.0			-
Other income, net		(0.2	)		(1.3	)
(Loss) income before income taxes		(95.7	)		59.1
(Benefit) provision for income taxes		(58.9	)		12.0
Net (loss) income		(36.8	)		47.1
Less: Net loss attributable to noncontrolling interest		-			-
Net (loss) income attributable to Ingersoll Rand Inc.	$	(36.8	)	$	47.1
Percentage of Revenues
Gross profit		30.6	%		37.2	%
Selling and administrative expenses		19.4	%		18.9	%
Operating (loss) income		(8.4	%)		12.9	%
Net (loss) income		(4.6	%)		7.6	%
Adjusted EBITDA		18.5	%		22.4	%
Other Financial Data
Adjusted EBITDA(1)		147.8			139.0
Adjusted Net Income(1)		75.1			78.2
Cash flows - operating activities		68.4			68.8
Cash flows - investing activities		33.1			(14.7	)
Cash flows - financing activities		(41.9	)		(17.3	)
Free Cash Flow(1)		60.1			54.7

⁽¹⁾ See the “Non-GAAP Financial Measures” section for a reconciliation to the nearest GAAP measure.

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Revenues

Revenues for the three month period ended March 31, 2020 were $799.9 million, an increase of $179.6 million, or 29.0%, compared to $620.3 million for the same three month period in 2019.  The increase in revenues was primarily due to acquisitions, including Ingersoll Rand Industrial of $294.9 million, or 47.5%, and improved pricing in our Industrial Technologies and Sciences and Precision and Science Technologies segments of $6.2 million, or 1.0%, partially offset by lower volume of $102.5 million, or 16.5%, lower pricing in our High Pressure Solutions segment of $9.4 million, or 1.5%, and the unfavorable impact of foreign currencies of $9.7 million, or 1.6%.  The percentage of consolidated revenues derived from aftermarket parts and services was 39.1% in the three month period ended March 31, 2020 compared to 39.5% in the same three month period in 2019.

Gross Profit

Gross profit for the three month period ended March 31, 2020 was $244.5 million, an increase of $14.0 million, or 6.1%, compared to $230.5 million for the same three month period in 2019, and as a percentage of revenues was 30.6% for the three month period ended March 31, 2020 and 37.2% for the same three month period in 2019.  The increase in gross profit is primarily due to acquisitions, including Ingersoll Rand Industrial, partially offset by the runoff of the fair valuation adjustments related to purchase price allocation from inventory into cost of sales.  The decrease in gross profit as a percentage of revenues is primarily due to the runoff of the fair valuation adjustments related to purchase price allocation from inventory into cost of sales.

Selling and Administrative Expenses

Selling and administrative expenses were $155.4 million for the three month period ended March 31, 2020, an increase of $38.4 million, or 32.8%, compared to $117.0 million for the same three month period in 2019.  Selling and administrative expenses as a percentage of revenues increased to 19.4% for the three month period ended March 31, 2020 from 18.9% in the same three month period in 2019.  The increase in selling and administrative expenses is primarily due to acquisitions, including Ingersoll Rand Industrial, partially offset by a decrease in employee related expenses including salaries and wages, commissions and travel, within our legacy business units.

Amortization of Intangible Assets

Amortization of intangible assets was $55.2 million for the three month period ended March 31, 2020, an increase of $23.8 million, compared to $31.4 million in the same three month period in 2019.  The increase was primarily due to the amortization of intangible assets related to the acquisition of Ingersoll Rand Industrial.

Other Operating Expense, Net

Other operating expense, net was $100.7 million for the three month period ended March 31, 2020, an increase of $98.8 million, compared to $1.9 million in the same three month period in 2019.  The increase was primarily due to higher acquisition related expenses and non-cash charges of $53.5 million, higher restructuring charges, net of $39.6 million and lower shareholder litigation settlement recoveries of $6.0 million, partially offset by lower foreign currency transaction losses, net of $0.5 million.

Interest Expense

Interest expense was $27.1 million for the three month period ended March 31, 2020, an increase of $4.7 million, compared to $22.4 million in the same three month period in 2019. The increase was primarily due to the addition of a $1,900.0 million term loan entered into in conjunction with the acquisition of Ingersoll Rand Industrial, partially offset by a decrease in the weighted-average interest rate.  The weighted average interest rate was approximately 5.1% for the three month period ended March 31, 2020 and 5.4% in the same period in 2019.

Loss on Extinguishment of Debt

Loss on extinguishment of debt was $2.0 million for the three month period ended March 31, 2020, which was related to the refinancing of the Original Dollar Term Loan and the Original Euro Term Loan.

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Other Income, Net

Other income, net was $0.2 million in the three month period ended March 31, 2020 and $1.3 million in the same three month period in 2019.  The decrease was primarily due to a decrease in investment and interest income of $0.6 million.

(Benefit) Provision for Income Taxes

The benefit for income taxes was $(58.9) million resulting in a 61.5% effective income tax provision rate for the three month period ended March 31, 2020, compared to a provision for income taxes of $12.0 million resulting in a 20.3% effective income tax provision rate in the same three month period in 2019.  The decrease in the tax provision for the three month period ended March 31, 2020 is primarily due to the additional costs incurred in connection with the acquisition of Ingersoll Rand Industrials, as well as an overall decrease in worldwide earnings relative to the same three month period of 2019.

Net (Loss) Income

Net loss was $36.8 million for the three month period ended March 31, 2020 compared to net income of $47.1 million in the same three month period in 2019. The decrease in net income was primarily due to higher other operating expenses, net, higher selling and administrative expenses, and higher amortization, partially offset by higher gross profit on higher revenues and a higher benefit for income taxes.

Adjusted EBITDA

Adjusted EBITDA increased $8.8 million to $147.8 million for the three month period ended March 31, 2020 compared to $139.0 million in the same three month period in 2019.  Adjusted EBITDA as a percentage of revenues decreased 390 basis points to 18.5% for the three month period ended March 31, 2020 from 22.4% for the same three month period in 2019.  The increase in Adjusted EBITDA was primarily due to acquisitions, including Ingersoll Rand Industrial of $50.7 million, improved pricing in our Industrial Technologies and Services and our Precision and Science Technologies segments of $6.2 million, offset by lower volume of $40.3 million and lower pricing in our High Pressure Solutions segment of $9.4 million. The decrease in Adjusted EBITDA as a percentage of revenues is primarily attributable to unfavorable margin mix due to the acquisition and inclusion of Ingersoll Rand Industrial results in the three month period ended March 31, 2020 and lower organic revenues in the Industrial Technologies and Services and High Pressure Solutions segments.

Adjusted Net Income

Adjusted Net Income decreased $3.1 million to $75.1 million for the three month period ended March 31, 2020 compared to $78.2 million in the same three month period in 2019.  The decrease was primarily due to higher interest expense and higher income tax provision, as adjusted, partially offset by higher Adjusted EBITDA.

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Non-GAAP Financial Measures

Set forth below are the reconciliations of Net (Loss) Income to Adjusted EBITDA and Adjusted Net Income and Cash Flows from Operating Activities to Free Cash Flow.

	For the Three Month Period Ended March 31,
	2020			2019(1)
Net (Loss) Income	$	(36.8	)	$	47.1
Plus:
Interest expense		27.1			22.4
(Benefit) provision for income taxes		(58.9	)		12.0
Depreciation expense(a)		15.9			14.1
Amortization expense(b)		55.2			31.4
Restructuring and related business transformation costs(c)		42.2			4.1
Acquisition related expenses and non-cash charges(d)		96.1			1.6
Establish public company financial reporting compliance(e)		-			0.6
Stock-based compensation(f)		3.0			8.7
Foreign currency transaction losses, net		2.6			3.1
Loss on extinguishment of debt(g)		2.0			-
Shareholder litigation settlement recoveries(h)		-			(6.0	)
Other adjustments(i)		(0.6	)		(0.1	)
Adjusted EBITDA	$	147.8		$	139.0
Minus:
Interest expense	$	27.1		$	22.4
Income tax provision, as adjusted(j)		26.3			21.3
Depreciation expense		15.9			14.1
Amortization of non-acquisition related intangible assets		3.4			3.0
Adjusted Net Income	$	75.1		$	78.2
Free Cash Flow
Cash flows - operating activities	$	68.4		$	68.8
Minus:
Capital expenditures		8.3			14.1
Free Cash Flow	$	60.1		$	54.7

⁽¹⁾ For the three month period ended March 31, 2020, as a result of the acquisition of Ingersoll Rand Industrial, we changed our measurement methodology of Adjusted EBITDA.  The reconciliation of Net (Loss) Income to Adjusted EBITDA was revised to conform to the methodology used for the three month period ended March 31, 2020.

^(a) Depreciation expense excludes $1.2 million of depreciation of rental equipment.

^(b) Represents $51.8 million and $28.4 million of amortization of intangible assets arising from the acquisition of Ingersoll Rand Industrial and other acquisitions (customer relationships, technology and trademarks) and $3.4 million and $3.0 million of amortization of non-acquisition related intangible assets, in each case for the three month periods ended March 31, 2020 and 2019, respectively.

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^(c) Restructuring and related business transformation costs consist of the following.

	For the Three Month Period Ended March 31,
	2020		2019
Restructuring charges	$	41.6	$	2.0
Facility reorganization, relocation and other costs		0.4		0.6
Other, net		0.2		1.5
Total restructuring and related business transformation costs	$	42.2	$	4.1

^(d) Represents costs associated with successful and/or abandoned acquisitions, including third-party expenses, post-closure integration costs (including certain incentive and non-incentive cash compensation costs) and non-cash charges and credits arising from purchase accounting adjustments.

^(e) Represents third party expenses to comply with the requirements of Sarbanes-Oxley and the accelerated adoption of the new accounting standard (ASC 842 – Leases) in the first quarter of 2019 one year ahead of the required adoption dates for a private company.

^(f) Represents stock-based compensation expense recognized for the three month period ended March 31, 2020 of $3.5 million decreased by $0.5 million due to the reduction of an accrual related to employer taxes.  Represents stock-based compensation expense of $7.5 million increased by $1.2 million due to costs associated with employer taxes for the three month period ended March 31, 2019.

^(g) Represents losses on the extinguishment of our Original Dollar Term Loan and Original Euro Term Loan as a result of Amendment No. 5 to the Senior Secured Credit Facility.

^(h) Represents an insurance recovery of our shareholder litigation settlement in 2014.

⁽ⁱ⁾ Includes (i) effects of amortization of prior service costs and amortization of losses in pension and other postretirement benefits (“OPEB”) expense, (ii) certain legal and compliance costs and (iii) other miscellaneous adjustments.

^(j) Represents our income tax provision adjusted for the tax effect of pre-tax items excluded from Adjusted Net Income and the removal of the applicable discrete tax items.  The tax effect of pre-tax items excluded from Adjusted Net Income is computed using the statutory tax rate related to the jurisdiction that was impacted by the adjustment after taking into account the impact of permanent differences and valuation allowances.  Discrete tax items include changes in tax laws or rates, changes in uncertain tax positions relating to prior years and changes in valuation allowances.  The adjusted tax amounts are then used to calculate an adjusted FIN 18 tax provision for the three month periods ended March 31, 2020 and 2019.

The income tax provision, as adjusted for each of the periods presented below consisted of the following.

	For the Three Month Period Ended March 31,
	2020			2019
(Benefit) provision for income taxes	$	(58.9	)	$	12.0
Tax impact of pre-tax income adjustments		89.2			9.7
Discrete tax items		(4.0	)		(0.4	)
Income tax provision, as adjusted	$	26.3		$	21.3

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Segment Results

During the three month period ended March 31, 2020, as a result of the acquisition of Ingersoll Rand Industrial, we reorganized our segments.  We now classify our business into four segments: Industrial Technologies and Services, Precision and Science Technologies, High Pressure Solutions and Specialty Vehicle Technologies.  Our Corporate operations (as described below) are not discussed separately as any results that had a significant impact on operating results are included in the “Results of Operations” discussion above.  We recasted certain prior period amounts to conform to the way we are internally managed and how we monitor segment performance during the current fiscal year.

We evaluate the performance of our segments based on Segment Revenues and Segment Adjusted EBITDA. Segment Adjusted EBITDA is indicative of operational performance and ongoing profitability. Our management closely monitors Segment Adjusted EBITDA to evaluate past performance and identify actions required to improve profitability.

The segment measurements provided to and evaluated by the chief operating decision maker are described in Note 16 “Segment Results” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q.

Segment Results for the Three Month Periods Ended March 31, 2020 and 2019

The following tables display Segment Revenues, Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin (Segment Adjusted EBITDA as a percentage of Segment Revenues) for each of our Segments.

Industrial Technologies and Services Segment Results

	For the Three Month Period Ended March 31,						Percent Change
	2020			2019			2020 vs. 2019
Segment Revenues	$	504.0		$	405.1			24.4	%
Segment Adjusted EBITDA	$	94.8		$	85.5			10.9	%
Segment Margin		18.8	%		21.1	%	(230) bps

Segment Revenues for the three month period ended March 31, 2020 were $504.0 million, an increase of $98.9 million, or 24.4%, compared to $405.1 million in the same three month period in 2019.  The increase in Segment Revenues was primarily due to acquisitions, including Ingersoll Rand Industrial of $164.1 million, or 40.5%, and improved pricing of $5.5 million, or 1.4%, partially offset by lower volume of $62.8 million, or 15.5%, and the unfavorable impact of foreign currencies of $8.0 million, or 2.0%.  The percentage of Segment Revenues derived from aftermarket parts and service was 39.8% in the three month period ended March 31, 2020 compared to 32.4% in the same three month period in 2019.

Segment Adjusted EBITDA for the three month period ended March 31, 2020 was $94.8 million, an increase of $9.3 million, or 10.9%, from $85.5 million in the same three month period in 2019.  Segment Adjusted EBITDA Margin decreased 230 basis points to 18.8% from 21.1% in 2019.  The increase in Segment Adjusted EBITDA was primarily due to acquisitions, including Ingersoll Rand Industrial of $26.9 million, lower selling and administrative costs of $4.9 million and improved pricing of $5.5 million, partially offset by lower volume of $25.3 million, the unfavorable impact of foreign currencies of $1.5 million and higher material and other manufacturing costs of $1.2 million. The decrease in Adjusted EBITDA as a percentage of revenues is primarily attributable to unfavorable margin mix due to the acquisition and inclusion of Ingersoll Rand Industrial results in the three month period ended March 31, 2020 and lower organic revenues.

Precision and Science Technologies Segment Results

	For the Three Month Period Ended March 31,						Percent Change
	2020			2019			2020 vs. 2019
Segment Revenues	$	112.9		$	79.3			42.4	%
Segment Adjusted EBITDA	$	32.9		$	23.1			42.4	%
Segment Margin		29.1	%		29.1	%	0 bps

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Segment Revenues for the three month period ended March 31, 2020 were $112.9 million, an increase of $33.6 million, or 42.4%, compared to $79.3 million in the same three month period in 2019.  The increase in Segment Revenues was primarily due to acquisitions, including Ingersoll Rand Industrial of $44.1 million, or 55.6%, and improved pricing of $0.7 million, or 0.9%, partially offset by lower volume of $10.1 million, or 12.7%, and the unfavorable impact of foreign currencies of $1.2 million, or 1.5%.  The percentage of Segment Revenues derived from aftermarket parts and service was 12.3% in the three month period ended March 31, 2020 compared to 3.4% in the same three month period in 2019.

Segment Adjusted EBITDA for the three month period ended March 31, 2020 was $32.9 million, an increase of $9.8 million, or 42.4%, from $23.1 million in the same three month period in 2019.  Segment Adjusted EBITDA Margin remained unchanged from 29.1% in 2019.  The increase in Segment Adjusted EBITDA was primarily due to acquisitions, including Ingersoll Rand Industrial of $12.6 million, partially offset by higher volumes of $4.1 million.

High Pressure Solutions Segment Results

	For the Three Month Period Ended March 31,						Percent Change
	2020			2019			2020 vs. 2019
Segment Revenues	$	96.4		$	135.9			(29.1	%)
Segment Adjusted EBITDA	$	23.5		$	41.8			(43.8	%)
Segment Margin		24.4	%		30.8	%	(640) bps

Segment Revenues for the three month period ended March 31, 2020 were $96.4 million, a decrease of $39.5 million, or 29.1%, compared to $135.9 million in the same three month period in 2019.  The decrease in Segment Revenues was primarily due to the lower volumes of $29.6 million, or 21.8%, and lower pricing of $9.4 million, or 6.9%, as a result of the current downturn in the upstream energy market. The percentage of Segment Revenues derived from aftermarket parts and service was 87.0% in the three month period ended March 31, 2020 compared to 81.7% in the same three month period in 2019.

Segment Adjusted EBITDA for the three month period ended March 31, 2020 was $23.5 million, a decrease of $18.3 million, or 43.8%, from $41.8 million in the same three month period in 2019.  Segment Adjusted EBITDA Margin decreased 640 basis points to 24.4% from 30.8% in 2019.  The increase in Segment Adjusted EBITDA was primarily due to lower volume of $10.8 million and lower pricing of $9.4 million, partially offset by lower selling and administrative expenses of $1.5 million.

Specialty Vehicle Technologies Segment Results

The Specialty Vehicle Technologies segment was created subsequent to the acquisition of Ingersoll Rand Industrial.  Therefore, comparative prior period information was not part of our consolidated results.

Segment Revenues for the three month period ended March 31, 2020 were $86.6 million. The percentage of Segment Revenues derived from aftermarket parts and service was 16.3% in the three month period ended March 31, 2020.

Segment Adjusted EBITDA for the three month period ended March 31, 2020 was $14.1 million.  Adjusted EBITDA as a percentage of revenue was 16.3% for the three month period ended March 31, 2020.

Liquidity and Capital Resources

We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. In doing so, we review and analyze our current cash on hand, working capital, the number of days our sales are outstanding, inventory turns, capital expenditure commitments and current debt obligations.

During the three month period ended March 31, 2020, we refinanced our debt.  See the description of the debt refinancing transactions completed during the three month period ended March 31, 2020 in Note 8 “Debt” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for further details.

Our investment resources include cash from operations and borrowings under our Revolving Credit Facility and the Receivables Financing Agreement.

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As of March 31, 2020, we had $44.7 million of outstanding letters of credit written against the Revolving Credit Facility and $955.3 million of unused availability.  We also had $26.7 million of letters of credit outstanding against the Receivables Financing Agreement and $65.9 million of unused availability.

See the description of these line-of-credit resources in Note 10 “Debt” to the consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2019 and Note 8 “Debt” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for further details.

As of March 31, 2020, we were in compliance with all of our debt covenants.

Liquidity

A substantial portion of our liquidity needs arise from debt service requirements, and from the ongoing cost of operations, working capital and capital expenditures.

	March 31, 2020		December 31, 2019
Cash and cash equivalents	$	555.7	$	505.5
Short-term borrowings and current maturities of long-term debt	$	35.7		7.6
Long-term debt		3,427.1		1,603.8
Total debt	$	3,462.8	$	1,611.4

We can increase the borrowing availability under the Senior Secured Credit Facilities by up to $1,600.0 million in the form of additional commitments under the Revolving Credit Facility and/or incremental term loans plus an additional amount so long as we do not exceed a specified senior secured leverage ratio. We can incur additional secured indebtedness under the Term Loan Facilities if certain specified conditions are met under the credit agreement governing the Senior Secured Credit Facilities. Our liquidity requirements are significant primarily due to debt service requirements. See Note 10 “Debt” to the consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2019 and Note 8 “Debt” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for further details.

Our principal sources of liquidity have been existing cash and cash equivalents, cash generated from operations and borrowings under the Senior Secured Credit Facilities and the Receivables Financing Agreement. Our principal uses of cash will be to provide working capital, meet debt service requirements, fund capital expenditures. We may also seek to finance capital expenditures under financing leases or other debt arrangements that provide liquidity or favorable borrowing terms. We continue to consider acquisition opportunities, but the size and timing of any future acquisitions and the related potential capital requirements cannot be predicted. In the event that suitable businesses are available for acquisition upon acceptable terms, we may obtain all or a portion of the necessary financing through the incurrence of additional long-term borrowings. As market conditions warrant, we may from time to time, seek to repay loans that we have borrowed, including the borrowings under the Senior Secured Credit Facilities.

We continue to assess our ongoing liquidity and capital requirements in the current economic environment. Based on our current level of operations and available cash, we believe our cash flow from operations, together with availability under the Revolving Credit Facility and the Receivables Financing Agreement, will provide sufficient liquidity to fund our current obligations, projected working capital requirements, debt service requirements and capital spending requirements for the foreseeable future. If economic conditions continue to deteriorate due to the impact of the COVID-19 pandemic or otherwise, our business may not generate sufficient cash flows from operations or future borrowings may not be available to us under our Revolving Credit Facility or the Receivables Financing Agreement in an amount sufficient to enable us to pay our indebtedness, or to fund our other liquidity needs.

Upon the occurrence of certain events, such as a change in control, we could be required to repay or refinance our indebtedness. We may not be able to refinance any of our indebtedness, including the Senior Secured Credit Facilities, on commercially reasonable terms or at all. Any future acquisitions, joint ventures, or other similar transactions may require additional capital and there can be no assurance that any such capital will be available to us on acceptable terms or at all.

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The majority of our cash is in jurisdictions outside the United States.  Following the acquisition of Ingersoll Rand Industrial, we are in the process of assessing our assertion under ASC 740-30 (formerly APB 23) with respect to the indefinite reinvestment of our historical and future non-US earnings.  We recorded a provisional estimate of the deferred foreign tax liability to cover all estimated withholding, state income tax and foreign income tax associated with repatriating all non-U.S. earnings back to the United States.  Our deferred income tax liability as of March 31, 2020 was $52.4 million which is substantially larger than December 31, 2019 due primarily to increased foreign operations as a result of the Ingersoll Rand Industrial acquisition.

Working Capital

	March 31, 2020		December 31, 2019
Net Working Capital
Current assets	$	2,929.4	$	1,543.9
Less: Current liabilities		1,390.0		574.6
Net working capital	$	1,539.4	$	969.3
Operating Working Capital
Accounts receivable and contract assets	$	1,081.7	$	488.1
Plus: Inventories (excluding LIFO)		1,075.1		489.5
Less: Accounts payable		764.6		322.9
Less: Contract liabilities		162.1		51.7
Operating working capital	$	1,230.1	$	603.0

Net working capital increased $570.1 million to $1,539.4 million as of March 31, 2020 from $969.3 million as of December 31, 2019. Operating working capital increased $627.1 million to $1,230.1 million as of March 31, 2020, from $603.0 million as of December 31, 2019.  The increase in operating working capital is primarily due to higher accounts receivable, higher contract assets and higher inventories, partially offset by higher accounts payable and higher contract liabilities. The increase in accounts receivable was primarily due to the acquisition of Ingersoll Rand Industrial of which $594.3 million is included in the March 31, 2020 balance, partially offset by lower sales in the first quarter of 2020 compared to the fourth quarter of 2019. The increase in contract assets was primarily due to the acquisition of Ingersoll Rand Industrial of which $18.0 million is included in the March 31, 2020 balance and due to the timing of revenue recognition and billing on our overtime contracts. The increase in inventories was primarily due to the acquisition of Ingersoll Rand Industrial of which $562.3 million is included in the March 31, 2020 balance. The increase in accounts payable was primarily due to the acquisition of Ingersoll Rand Industrial of which $426.1 million is included in the March 31, 2020 balance and the timing of vendor cash disbursements. The increase in contract liabilities was primarily due to the acquisition of Ingersoll Rand Industrial of which $104.5 million is included in the March 31, 2020 balance.

Cash Flows

The following table reflects the major categories of cash flows for the three month periods ended March 31, 2020 and 2019, respectively.

	For the Three Month Period Ended March 31,
	2020			2019
Cash flows - operating activities	$	68.4		$	68.8
Cash flows - investing activities		33.1			(14.7	)
Cash flows - financing activities		(41.9	)		(17.3	)
Free cash flow(1)		60.1			54.7

⁽¹⁾ See the “Non-GAAP Financial Measures” section included in this Form 10-Q for a reconciliation to the nearest GAAP measure.

Operating Activities

Cash provided by operating activities decreased $0.4 million to $68.4 million for the three month period ended March 31, 2020 from $68.8 million in the same three month period in 2019, primarily due to lower net income (excluding non-cash charges for amortization and depreciation, stock-based compensation expense, foreign currency transaction losses, net, net loss (gain) on asset dispositions and deferred income taxes) and lower accrued liabilities partially offset by higher accounts payable.

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Investing Activities

Cash used in investing activities included capital expenditures of $8.3 million and $14.1 million for the three month periods ended March 31, 2020 and 2019, respectively.  Cash acquired in a business combination was $41.3 million in the three month period ended March 31, 2020 and cash paid in business combinations for the three month period ended March 31, 2019 was $0.5 million.

Financing Activities

Cash used in financing activities of $41.9 million for the three month period ended March 31, 2020 reflects net repayments of long-term borrowings of $1,590.6 million, purchases of treasury stock of $0.8 million, payments of contingent consideration of $0.7 million, payments of debt issuance costs of $37.5 million and payments of costs incurred to issue shares for the Ingersoll Rand Industrial acquisition of $1.0 million, partially offset by proceeds from the issuance of long-term borrowings of $1,586.0 million and proceeds from stock option exercises of $2.7 million.  Cash used in financing activities of $17.3 million for the three month period ended March 31, 2019 reflects net repayments of long-term borrowings of $26.9 million and purchases of treasury stock of $8.5 million, partially offset by proceeds from stock option exercises of $18.1 million.

Free Cash Flow

Free cash flow increased $5.4 million to $60.1 million in the three month period ended March 31, 2020 from $54.7 million in the same three month period in 2019 due to lower capital expenditures.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are materially likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations

The following table summarizes our future minimum payments as of March 31, 2020.

			Payments Due by Period
Contractual Obligations	Total		Remainder of 2020			2021-2022		2023-2024	More than 5 years
Debt(1)	$	3,490.6	$	26.2	$	69.8	$	69.8	$	3,324.8
Estimated interest payments(2)		443.5		71.1		148.3		146.6		77.5
Finance leases		17.8		0.5		1.7		2.1		13.5
Operating leases(3)		175.3		35.4		74.7		37.0		28.2
Total	$	4,127.2	$	133.2	$	294.5	$	255.5	$	3,444.0

⁽¹⁾ As of February 28, 2020, we entered into an additional $1,900.0 million senior secured term loan in connection with the acquisition of Ingersoll Rand Industrial.  See Note 8 “Debt” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for further details.

⁽²⁾ Estimated interest payments for long-term debt were calculated as follows: for fixed-rate debt and term debt, interest was calculated based on applicable rates and payment dates; for variable-rate debt and/or non-term debt, interest rates and payment dates were estimated based on management’s determination of the most likely scenarios for each relevant debt instrument. The increase of estimated interest payments since our previously disclosed contractual obligations on Form 10-K for the fiscal year ended December 31, 2019 was due to the $1,900.0 million senior secured term loan as discussed above.

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⁽³⁾ The acquisition of Ingersoll Rand Industrial increased our operating leases significantly from our previously disclosed contractual obligations on Form 10-K for the fiscal year ended December 31, 2019.  Approximately $113.5 million of our total operating leases as of March 31, 2020 relate to the acquisition.

We entered into purchase obligations which consist primarily of agreements to purchase inventory or services made in the normal course of business to meet operational requirements. We are currently assessing these agreements and the enforceability of the contracts in the context of the COVID-19 pandemic. We believe that we are positioned to meet all current purchase obligations, but will continue to assess due to the rapidly changing environment.

Critical Accounting Estimates

Management has evaluated the accounting estimates used in the preparation of the Company’s condensed consolidated financial statements and related notes and believe those estimates to be reasonable and appropriate. Certain of these accounting estimates require the application of significant judgment by management in selecting appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on historical experience, trends in the industry, information provided by customers and information available from other outside sources, as appropriate. The most significant areas involving management judgments and estimates may be found in the section “Critical Accounting Estimates” of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note 1 “Summary of Significant Accounting Policies” of “Item 8. Financial Statements and Supplementary Data” included in our annual report on Form 10-K for the fiscal year ended December 31, 2019 except for the additional critical accounting estimate below.

Business Combinations

We apply the acquisition method of accounting with respect to the identifiable assets and liabilities of a business combination and record the assets acquired and liabilities assumed at their estimated fair values as of the acquisition date.  The excess of the cost of the acquired business and the fair value of the assets acquired and liabilities assumed is recognized as goodwill.  Estimates of fair value represent management’s best estimate of assumptions and about future events and uncertainties, including significant judgments related to future cash flows, discount rates, competitive trends, margin and revenue growth assumptions including royalty rates and customer attrition rates, market comparables and others.  Inputs used are generally obtained from historical data supplemented by current and anticipated market conditions and growth rates.

Significant judgment is required in estimating the fair value of identifiable intangible assets and in assigning their respective useful lives.  The fair value estimates are based on historical information and on future expectations and assumptions deemed reasonable by management, but which are inherently uncertain.  See Note 2 “Business Combinations” to our condensed consolidated financial statements included elsewhere in this Form 10-Q for further information regarding the fair value determination of each of the classes of identifiable intangible assets.  Determining the useful life of an intangible asset also requires judgment.  Certain intangibles are expected to have indefinite lives while certain other identifiable intangible assets have determinable lives.  The useful lives of identifiable intangibles with determinable useful lives is based on a variety of factors, including but not limited to, the competitive environment, product cycles, order life cycles, historical customer attrition rates, market share, operating plans and the macroeconomic environment.  The costs of determinable-lived intangible assets are amortized to expense over the estimated useful life.

Environmental Matters

Information with respect to the effect of compliance with environmental protection requirements and resolution of environmental claims on us and our manufacturing operations is contained in Note 15 “Contingencies” to the condensed consolidated financial statements.  We believe that as of March 31, 2020, there have been no material changes to the environmental matters disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2019.

Recent Accounting Pronouncements

The information set forth in Note 1 “Condensed Consolidated Financial Statements” to our Condensed Consolidated Financial Statements under Part 1 Item 1 “Financial Statements” under the heading “Recently Issued Accounting Pronouncements” is incorporated herein by reference.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to interest rate risk as a result of our variable-rate borrowings. We manage our exposure to interest rate risk by maintaining a mixture of fixed and variable debt, and from time to time, use pay-fixed interest rate swaps as cash flow hedges of our variable rate debt in order to adjust the relative fixed and variable portions.

In addition, we are exposed to foreign currency risks that arise from our global business operations. Changes in foreign currency exchange rates affect the translation of local currency balances of foreign subsidiaries, transaction gains and losses associated with intercompany loans with foreign subsidiaries and transactions denominated in currencies other than a subsidiary’s functional currency. While future changes in foreign currency exchange rates are difficult to predict, our revenues and earnings may be adversely affected if the U.S. dollar further strengthens.

We seek to minimize our exposure to foreign currency risks through a combination of normal operating activities, including by conducting our international business operations primarily in their functional currencies to match expenses with revenues and the use of foreign currency forward exchange contracts and debt denominated in currencies other than the U.S. dollar. In addition, to mitigate the risk arising from entering into transactions in currencies other than our functional currencies, we typically settle intercompany trading balances monthly.

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As of March 31, 2020, there have been no material changes to our market risk assessment previously disclosed in the annual report on Form 10-K for the fiscal year ended December 31, 2019.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company maintains a set of disclosure controls and procedures as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission (“SEC”) rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. The design of any disclosure controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this Quarterly Report on Form 10-Q, were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

Except as described below, there have not been any changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

On February 29, 2020, we completed the acquisition of Ingersoll Rand Industrial.  As part of our ongoing integration of Ingersoll Rand Industrial, we continue to incorporate our controls and procedures into the Ingersoll Rand Industrial subsidiaries and to expand our company-wide controls to reflect the risks inherent in an acquisition of this size and complexity.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information set forth in Note 15 “Contingencies” to our Condensed Consolidated Financial Statements under Part I Item 1 “Financial Statements,” is incorporated herein by reference.

ITEM 1A. RISK FACTORS

Except as set forth below, as of March 31, 2020, there have been no material changes to our risk factors included in our annual report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”).

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In light of developments relating to the COVID-19 pandemic occurring subsequent to the filing of our Annual Report, we are supplementing the risk factors discussed in our Annual Report with the following risk factor, which should be read in conjunction with the risk factor contained in our Annual Report.

The COVID-19 pandemic has adversely affected our business and results of operations, and could have a material and adverse effect on our business, results of operations and financial condition in the future.

COVID-19 is a rapidly developing situation around the globe that has negatively impacted and could continue to negatively impact the global economy.  Our operating results will be subject to fluctuations based on general economic conditions, and the extent to which COVID-19 may ultimately impact our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease and the duration of the outbreak and business closures or business disruptions for our Company, our suppliers and our customers.

The scale and scope of the COVID-19 pandemic may heighten the potential adverse effects on the Company’s business, operating results, cash flows and/or financial condition, described in the risk factors contained in the Annual Report.  For example, the Company has exposure to the risks associated with instability in the global economy and financial markets, which may negatively impact its revenues, liquidity, suppliers and customers.  The Company’s financial performance depends, in large part, on conditions in the markets the Company serves and on the general condition of the global economy, which impacts these markets.  The impact of the COVID-19 pandemic has caused a decrease in demand for the Company’s products and services, and a sustained weakness in demand for the Company’s products and services resulting from a contraction or uncertainty in the global economy due to the impact of the COVID-19 pandemic could adversely impact its revenues and profitability.  A portion of the Company’s revenues and operating results depend on the level of activity in the energy industry.  The impact of the COVID-19 pandemic has caused significant volatility in oil and gas prices and has negatively impacted energy sector activity, and this in turn has reduced the demand for the Company’s products used in this sector and if such decreased activity continues, could reduce future demand as well.  In addition, the negative impact of the COVID-19 pandemic on the financial condition of the Company’s customers could make them unable to pay for a product or service when payments become due, or they may decide not to pay the Company, either as a matter of corporate decision-making or in response to changes in local laws and regulations.  Although historically not material, the Company cannot be certain that, in the future, expenses or losses for uncollectible amounts will not have a material adverse effect on its revenues, earnings and cash flows.  Further, the Company sells a significant portion of its products through independent distributors and sales representatives.  The loss of, or disruption in ,the Company’s distribution network in connection with the COVID-19 pandemic could have a negative impact on its abilities to ship products, meet customer demand and otherwise operate its business.  Finally, the Company’s ability to make scheduled payments on, or refinance, its debt obligations depends on its financial condition and operating performance, which may continue to be negatively impacted by the COVID-19 pandemic.  If the impacts of the COVID-19 pandemic persist or worsen, the Company may be unable to maintain a level of cash flow from operating activities sufficient to permit it to pay the principal, premium, if any, and interest on its indebtedness.  If the Company cannot make scheduled payments on its debt it will be in default and the lenders under its revolving credit facility could terminate their commitments to loan money, and its secured lenders (including the lenders under the Company’s senior secured credit facilities) could foreclose against the assets securing their borrowings and the Company could be forced into bankruptcy or liquidation.  In addition to the foregoing, the COVID-19 pandemic could also exacerbate or trigger other risks discussed in our 2019 Annual Report on Form 10-K, any of which could have a material and adverse effect on our business, results of operations and financial condition.

Due to the COVID-19 pandemic, the Company may experience different and additional risks not discussed in our 2019 Annual Report on Form 10-K such as decreased worker productivity as a result of remote working arrangements, increased medical, emergency or other leave.  An extended period of remote working by the Company’s employees could strain its technology resources and introduce operational risks, including heightened cybersecurity risk. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts that seek to exploit the COVID-19 pandemic. Further, the Company is experiencing increased costs and expenses, including as a result of (i) conducting daily “fitness-for-duty” assessments for all employees, including temperature and symptoms checks and providing personal protective equipment; (ii) the expansion of benefits to the Company’s employees, including the provision of additional paid time off for employees who have contracted COVID-19 or are required to be quarantined; and (iii) implementing increased health and safety protocols at all the Company’s facilities, including increased cleaning/sanitization of workspaces, restricting visitor access, mandating social distancing guidelines and increasing the availability of sanitization products.  U.S and international government responses to the COVID-19 outbreak have included “shelter in place”, “stay at home” and similar types of orders. These orders typically exempt certain individuals and businesses needed to maintain continuity of operations of critical infrastructure sectors or that are deemed “essential” or contain similar exceptions and exemptions. Although the Company believes it is currently considered an “essential” business in its operating markets, if any of the applicable exceptions or exemptions are curtailed or revoked in the future, that would adversely impact our business, operating results and financial condition. Furthermore, to the extent these exceptions or exemptions do not extend to our key suppliers and customers, this would also adversely impact our business, operating results and financial condition.

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The duration and extent of the impact from the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time and, as such, the ultimate impact on the Company’s business, operating results, cash flows and/or financial condition cannot be predicted either, but could be material.  Even after the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business as a result of any economic recession that has occurred or may occur in the future because of the pandemic.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Company Purchases

The following table contains detail related to the repurchase of our common stock based on the date of trade during the three month period ended March 31, 2020.

2020 First Quarter Months	Total Number of Shares Purchased(1)		Average Price Paid Per Share(2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)		Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3)
January 1, 2020 - January 31, 2020		-	$	-		-		220,756,556
February 1, 2020 - February 29, 2020		20,265	$	38.60		-		220,756,556
March 1, 2020 - March 31, 2020		-	$	-		-		220,756,556

⁽¹⁾ All of the shares purchased during the three month period ended March 31, 2020 were in connection with net exercises of stock options.

⁽²⁾ The average price paid per share includes brokerage commissions.

⁽³⁾ On August 1, 2018, the Company announced that its Board of Directors had approved a share repurchase program which authorized the repurchase of up to $250.0 million of the Company’s outstanding common stock over the next two years, effective August 1, 2018 until and including July 31, 2020.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

The following is a list of all exhibits filed or furnished as part of this report.

The agreements and other documents files as exhibits to this report are not intended to provide factual information or other disclosures other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose.  In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual statement of affairs as of the date they were made or at any other time.

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of April 30, 2019, by and among Ingersoll-Rand plc, Gardner Denver Holdings, Inc., Ingersoll-Rand U.S. HoldCo, Inc. and Charm Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Ingersoll-Rand plc on May 6, 2019).
2.2	Separation and Distribution Agreement, dated as of April 30, 2019, by and between Ingersoll-Rand plc and Ingersoll-Rand U.S. HoldCo, Inc. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Ingersoll-Rand plc on May 6, 2019).
3.1	Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Gardner Denver Holdings, Inc. (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-8 filed by the registrant on March 2, 2020).
10.1	Transition Services Agreement, dated as of February 29, 2020, by and between Ingersoll-Rand plc and Ingersoll-Rand U.S. Holdco, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the registrant on March 4, 2020).
10.2	Tax Matters Agreement, dated as of February 29, 2020, by and among Ingersoll-Rand plc, Ingersoll-Rand Lux International Holding Company S.A.R.L, Ingersoll-Rand Services Company, Ingersoll-Rand U.S. HoldCo, Inc. and Gardner Denver Holdings, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the registrant on March 4, 2020).
10.3	Employee Matters Agreement, dated as of February 29, 2020, by and among Ingersoll-Rand plc, Ingersoll-Rand U.S. HoldCo, Inc. and Gardner Denver Holdings, Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the registrant on March 4, 2020).
10.4	Real Estate Matters Agreement, dated February 29, 2020, by and between Ingersoll-Rand plc, and Ingersoll-Rand U.S. HoldCo, Inc. and Gardner Denver Holdings, Inc. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the registrant on March 4, 2020).
10.5	Intellectual Property Matters Agreement, dated as of February 29, 2020, by and between Ingersoll-Rand plc, Ingersoll-Rand U.S. HoldCo, Inc., and solely for the purposes of Section 5.06, Gardner Denver Holdings, Inc. (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the registrant on March 4, 2020).
10.6	Trademark License Agreement, dated as of February 29, 2020, by and between Ingersoll-Rand U.S. HoldCo, Inc. and Ingersoll-Rand plc (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by the registrant on March 4, 2020).
10.7*	Omnibus Transaction Side Letter, dated February 29, 2020, by and among Ingersoll-Rand plc, Ingersoll-Rand U.S. Holdco Inc., Gardner Denver Holdings, Inc. and Charm Merger Sub Inc.
10.8	Side Letter to the Employee Matters Agreement, dated July 11, 2019, by and among Ingersoll-Rand plc and Gardner Denver Holdings, Inc.
10.9	Side Letter to the Employee Matters Agreement, dated February 29, 2020, by and among Ingersoll-Rand plc, Ingersoll-Rand U.S. Holdco, Inc. and Gardner Denver Holdings, Inc.

64

Exhibit No.	Description
10.10	Amendment No. 5 to Credit Agreement and Joinder Agreement dated as of February 28, 2020, by and among Gardner Denver Holdings, Inc., Gardner Denver, Inc., GD German Holdings II GmbH, Gardner Denver Holdings, Ltd., Citibank, N.A. as administrative agent, and the other parties and lenders party thereto.
10.11	Amendment No. 3 to Receivables Financing Agreement dated as of February 27, 2020, by and among Gardner Denver, Inc., as initial servicer, Gardner Denver Finance II LLC, as borrower, and PNC Bank, National Association, as lender, LC participant, LC bank, and administrative agent.
10.12	Ingersoll Rand Inc. Amended and Restated 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-8 filed by the registrant on March 2, 2020).
10.13	Form of Performance Stock Unit Grant Notice and Agreement under the Ingersoll Rand Inc. Amended and Restated 2017 Omnibus Incentive Plan
10.14	Form of Restricted Stock Unit Grant Notice and Agreement (2-yr vesting) under the Ingersoll Rand Inc. Amended and Restated 2017 Omnibus Incentive Plan
10.15	Form of Restricted Stock Unit Grant Notice and Agreement (4-yr vesting) under the Ingersoll Rand Inc. Amended and Restated 2017 Omnibus Incentive Plan
10.16	Form of Stock Option Grant Notice and Agreement under the Ingersoll Rand Inc. Amended and Restated 2017 Omnibus Incentive Plan.
31.1	Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
31.2	Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Scheme Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101)

* Certain portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information (i) is not material and (ii) would likely cause competitive harm to Ingersoll Rand Inc. if publicly disclosed.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 15, 2020	INGERSOLL RAND INC.
	By:  /s/ Michael J. Scheske
	Name: Michael J. Scheske
	Vice President and Corporate Controller
	(Principal Accounting Officer)

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EX-10.7

Exhibit 10.7

Execution Version

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN OMITTED BECAUSE INGERSOLL RAND INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO INGERSOLL RAND INC. IF PUBLICLY DISCLOSED.

Ingersoll-Rand plc

170/175 Lakeview Dr.

Airside Business Park

Swords, Co. Dublin, Ireland

 February 29, 2020

Gardner Denver Holdings, Inc.

222 East Erie Street, Suite 500

Milwaukee, Wisconsin 53202

Attention: Andy Schiesl, General Counsel

Ladies and Gentlemen:

Reference is made to (i) the Separation and Distribution Agreement, dated as of April 30, 2019, by and between Ingersoll-Rand plc, a public limited company incorporated in Ireland (“Moon”), and Ingersoll-Rand U.S. Holdco, Inc., a Delaware corporation (“SpinCo”) (such agreement, the “Separation and Distribution Agreement”), and (ii) the Agreement and Plan of Merger, dated as of April 30, 2019, by and among Moon, SpinCo, Gardner Denver Holdings, Inc., a Delaware corporation (“Clover”) and Charm Merger Sub Inc., a Delaware corporation (“Merger Sub”, and together with Moon, SpinCo and Clover, the “Parties”) (such agreement, the “Merger Agreement”).  Capitalized terms used, but not defined, in this letter agreement shall have the meanings ascribed to such terms in the Separation and Distribution Agreement. This letter agreement is effective as of immediately prior to the Distribution Time.

1) Pursuant to Section 9.11 of the Separation and Distribution Agreement, Moon, SpinCo and Clover hereby agree to the following amendments to the Separation and Distribution Agreement:

a) Section 1.1(20) (the definition of “Distribution Time”) of the Separation and Distribution Agreement is hereby amended as follows:

i) The language “12:01 a.m.” shall be deleted in its entirety and replaced with “11:59:58 p.m.”

b) Section 1.1(87) (the definition of “Transaction Documents”) of the Separation and Distribution Agreement is hereby deleted in its entirety and replaced with the following:

i) “Transaction Documents” means this Agreement, the Transition Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Real Estate Matters Agreement, the Intellectual Property Matters Agreement, the Trademark License Agreement, the Tender Agreement, the SpinCo Trademark License Agreement, the Data Protection Agreement, the Supply Agreements, the Headquarters Lease and the Transfer Documents, in each case including all annexes, exhibits, schedules, attachments and appendices thereto; provided that the SpinCo Trademark License Agreement and the Data Protection Agreement shall not be Transaction Documents for purposes of Sections 7.18, 8.2(e) and 8.3(e) of the Merger Agreement.

c) Section 1.1 of the Separation Agreement is hereby amended to add the following definitions (in alphabetical order):

i) “SpinCo Trademark License Agreement” means the SpinCo Trademark License Agreement in substantially the form attached hereto as Exhibit G, entered into or to be entered into by and among Moon and SpinCo on or immediately prior to the Distribution Date.

ii) “Data Protection Agreement” means the Data Protection Agreement in substantially the form attached hereto as Exhibit H, entered into or to be entered into by and among Moon and SpinCo on or immediately prior to the Distribution Date.

d) Schedule 2.2(a)(i) of the Separation and Distribution Agreement is hereby deleted in its entirety and replaced with the Schedule 2.2(a)(i) appended hereto as Exhibit A.

e) Schedule 2.2(a)(ii) of the Separation and Distribution Agreement is hereby deleted in its entirety and replaced with the Schedule 2.2(a)(ii) appended hereto as Exhibit B.

f) Schedule 2.2(a)(ix) of the Separation and Distribution Agreement is hereby deleted in its entirety and replaced with the Schedule 2.2(a)(ix) appended hereto as Exhibit C.

g) Schedule 2.2(b)(i) of the Separation and Distribution Agreement is hereby deleted in its entirety and replaced with the Schedule 2.2(b)(i) appended hereto as Exhibit D.

i) [***]

h) Schedule 2.6(b)(iv) of the Separation and Distribution Agreement is hereby deleted in its entirety and replaced with the Schedule 2.6(b)(iv) appended hereto as Exhibit E.

i) Section 2.6(c) of the Separation and Distribution Agreement is hereby deleted in its entirety and replaced with the following:

i) “Any intercompany payables or receivables between the SpinCo Business and the Moon Business shall be eliminated, by discharge or otherwise, cancelled in their entirety, effective immediately prior to the Distribution Time by the member owing such amount (except for any such intercompany payables or receivables arising pursuant to a Transaction Document or any other Contract included in Section 2.6(b), which shall instead be settled in accordance with the terms of such Transaction Document or other Contract).”

j) Exhibits I and K appended hereto are hereby inserted and attached to the Separation and Distribution Agreement as Exhibit G and H thereto, respectively.

k) Section 4.1 of the Separation and Distribution Agreement is hereby amended to add the following as 4.1(e):

i) The SpinCo Contracts shall be delivered with the SpinCo Business.

2) Clover and Moon shall cooperate with each other, negotiate in good faith and use their respective commercially reasonable efforts to:

a) [***]

b) [***]

c) enter into an agreement with respect to the following matters as soon as reasonably practicable after the Closing Date (but in any event no later than 10 Business Days following the Closing Date):

i) a tri-partite arrangement by and among a member of the Moon Group, a member of the SpinCo Group, and AIG (or an affiliate thereof) in respect of foreign insurance policies, consistent with Section 7.3 of the Separation and Distribution Agreement, on terms substantially consistent with those set forth on Exhibit M hereto.

3) Pursuant to Section 10.3 of the Merger Agreement, Moon, SpinCo, Clover and Merger Sub hereby agree to the following amendments to the Merger Agreement.

a) Notwithstanding Section 2.2 of the Merger Agreement, the Closing shall take place at 11:59:59 p.m., Eastern time, on February 29, 2020.

b) Section 10.2 of the Merger Agreement is hereby amended as follows:

i) The language “if to Moon or SpinCo, to:” shall be deleted in its entirety and replaced with “if to Moon or, prior to the Effective Time, SpinCo, to:”

ii) The language “if to Clover, to:” shall be deleted in its entirety and replaced with “if to Clover or, following the Effective Time, SpinCo, to:”

4) [***]

5) Clover and Moon acknowledge and agree that the complete and final versions of each of the Transition Services Agreement, the Real Estate Matters Agreement, the Trademark License Agreement, the SpinCo Trademark License Agreement, the Supply Agreements, and the Data Protection Agreement, are attached hereto as Exhibits F-K respectively.

6) Except as expressly set forth herein, this letter agreement shall not alter, modify, amend, or in any way affect any of the terms, conditions, obligations, covenants, or agreements contained in the Separation and Distribution Agreement, the Merger Agreement, or any other Transaction Document (as defined in the Merger Agreement), all of which shall continue in full force and effect, and shall not, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the parties to the Separation and Distribution Agreement, the Merger Agreement or any other Transaction Document.

7) The provisions of Sections 10.2 (Notices), 10.3 (Amendments and Waivers) (without regard to cross references therein to any other Section), 10.4 (Governing Law; Jurisdiction; Waiver of Jury Trial), 10.5 (Assignment; Parties in Interest; Non-Parties) (without regard to cross references therein to any other Section), 10.6 (Captions; Counterparts), 10.8 (Severability) and 10.9 (Specific Performance) of the Merger Agreement shall apply to this letter agreement, mutatis mutandis.

Sincerely,
INGERSOLL-RAND PLC
By:	/s/ Sara W. Brown
Name:	Sara W. Brown
Title:	Assistant Secretary
INGERSOLL-RAND U.S. HOLDCO, INC.
By:	/s/ Sara W. Brown
Name:	Sara W. Brown
Title:	Assistant Secretary

[Signature Page to Omnibus Side Letter]

ACCEPTED AND AGREED:

GARDNER DENVER HOLDINGS, INC.

By: /s/ Andy Schiesl

Name:	Andy Schiesl
Title:	General Counsel
CHARM MERGER SUB INC.

By:

Name:

Title:

[Signature Page to Omnibus Side Letter]

EX-10.8

Exhibit 10.8

Ingersoll-Rand plc

170/175 Lakeview Dr.

Airside Business Park

Swords, Co. Dublin, Ireland

July 11^th, 2019

Gardner Denver Holdings, Inc.

222 East Erie Street, Suite 500

Milwaukee, Wisconsin 53202

Attention: Andy Schiesl, General Counsel

Ladies and Gentlemen:

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 Gardner Denver Holdings, Inc., a Delaware corporation ("Gardner") (such agreement, the "SDA"). Each capitalized term used and not defined herein shall have the meaning ascribed thereto in the SDA.

Ingersoll-Rand and Gardner hereby agree to the following amendments to the form of Employee Matters Agreement (the "EMA") attached to the SDA as Exhibit C.

(a) Section 3.01(a) of the EMA is amended to increase the maximum Group 4 Employee headcount to 521 and to adjust the maximum headcounts and labor costs on the subgroups of Group 4 Employees. Accordingly, the penultimate and ultimate sentences of Section 3.01(a) of the EMA are amended to read in their entirety as follows:

"The aggregate number of Group 4 Employees that may be set forth on Schedule  3.01(a), and the aggregate number of Group 4 Employees who actually become SpinCo Employees, as measured at the Effective Time (without regard to the actual date of such Group 4 Employee's transfer to the Destination Employer (as defined below), if applicable), shall not exceed the lesser of 521 and that number of Employees having an aggregate labor cost (calculated for purposes of this sentence and the immediately following sentence as the cost of both

compensation and benefits for each such Group 4 Employee (but excluding equity or equity-based compensation) and set forth in file 1.8.1 (Transferring Corporate Costs) in the Moon online data room) no greater than $39,389,173. In addition, with respect to each of the following categories of Group 4 Employees, no more than the following number may be set forth on Schedule 3.01(a) or may actually become SpinCo Employees, as measured at the Effective Time (without regard to the actual date of such Group 4 Employee's transfer to the Destination Employer, if applicable): (1) for engineering and technology, product management, innovation, and strategy Employees, the lesser of 179 and that number of Employees having an aggregate labor cost no greater than $5,789,754, (2) for IT, infrastructure, applications, security, and field support Employees, the lesser of 130 and that number of Employees having an aggregate labor cost no greater than $14,110,633, and (3) for all other Group 4 Employees, the lesser of 212 and that number of Employees having an aggregate labor cost no greater than $19,404,520, in each case as such number may be increased by an amount not to exceed 7.5%, and in all events subject to the aggregate cap on the number of Group 4 Employees set forth in the immediately preceding sentence of this Section 3.01(a)."

(b) Section 4.04(a) of the EMA is amended so that the total adjusted Moon PSUs held by Former SpinCo Employees will not be prorated based on the number of days elapsed during the applicable performance period through the Distribution Date because such Former SpinCo Employees' Moon PSUs were previously prorated at or about their date of termination. Accordingly, the first sentence of Section 4.04(a) of the EMA is amended to read in its entirety as follows:

"The number of shares of Moon Common Stock underlying each Moon PSU held by a Moon Group Employee or Former Moon Group Employee, or by a SpinCo Employee or Former SpinCo Employee, in either case immediately prior to the Distribution Time, shall be adjusted by dividing such number of shares by the Moon Ratio, with the result rounded up to the extent that it includes a fractional share; the number of such adjusted Moon PSUs held by a SpinCo Employee shall then be prorated based on the number of days elapsed during the applicable performance period through the Distribution Date, and if the resulting product includes a fractional share, the number of shares underlying any Moon PSU shall be rounded up to the nearest whole share."

Except as expressly set forth herein, this letter agreement shall not alter, modify, amend, or in any way affect any of the terms, conditions, obligations, covenants, or agreements contained in the SDA, the EMA, or any other Transaction Document, all of which shall continue in full force and effect, and shall not, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the parties to the SDA, the EMA, or any other Transaction Document.

This letter agreement may not be amended or any provision hereof waived or modified except by an instrument in writing signed by Ingersoll-Rand and Gardner, and may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, will constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this letter agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart of this letter agreement. Article IX of the SDA is incorporated herein by reference, mutatis mutandis.

Please confirm your understanding and agreement with the foregoing by signing and dating the enclosed copy of this letter and returning it to us.

Sincerely,
INGERSOLL-RAND PLC
By:	/s/ David C. Butow
Name: David C. Butow
Title: Vice President and General Counsel,
Climate Segment

ACCEPTED AND AGREED:

GARDNER DENVER HOLDINGS, INC.

By: /s/ Andy Schiesl

Name: Andy Schiesl

Title: General Counsel

EX-10.9

Exhibit 10.9

Ingersoll-Rand plc

170/175 Lakeview Dr.

Airside Business Park

Swords, Co. Dublin, Ireland

February 29, 2020

Gardner Denver Holdings, Inc.

222 East Erie Street, Suite 500

Milwaukee, Wisconsin 53202

Attention: Andy Schiesl, General Counsel

Ladies and Gentlemen:

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).

Ingersoll-Rand and Gardner Denver Holdings, Inc., a Delaware corporation (“Gardner”), hereby agree to the following amendments to the form of Employee Matters Agreement (the “EMA”) attached to the SDA as Exhibit C.

1. Adjustment to ARL for Certain Non-U.S. Plans

The definition of ARL shall be amended to exclude any liabilities that relate to the following defined benefit pension plans: (a) in Japan: RAP – Retirement Allowance Plan for Employees, DBCPP – Defined Benefit Corporate Pension Plan for Employees, and DRAP – Directors Retirement Allowance Plan; (b) in The Netherlands: INGERSOLL RAND NETHERLANDS B.V. – Contract 30008626 with Nationale-Nederlanden, INGERSOLL RAND EUROPEAN HOLDING COMPANY – Contract 30008605 with Nationale-Nederlanden, and INGERSOLL RAND NETHERLANDS B.V. (Trane) – Contract 30005881 with Nationale-Nederlanden; (c) in Belgium: Thermo King Belgium NV and Thermo King Total Kare Limited VBR – Contract with Vivium; (d) in The United Kingdom: the Moon UK Pension Plan; (e) in the Kingdom of Saudi Arabia: End of Service Plan; and (f) in Turkey: Termination Indemnity Plan (Trane) (each such pension plan, a “Designated Pension Plan”). The assets and liabilities of each Designated Pension Plan shall remain with the original Moon Entity.

In addition, the definition of ARL shall be amended to clarify that the liabilities that relate to the Deferred Compensation Plan with Club Car, Inc. will be included.

Accordingly, the definition of ARL is amended to add the following sentence immediately prior to the end thereof:

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“For the avoidance of doubt, (A) such aggregate gross Liabilities shall not include any Liabilities attributable to a Designated Pension Plan and (B) the Deferred Compensation Plan with Club Car, Inc. (and any individual agreements with respect thereto) shall be deemed to be a nonqualified defined benefit pension plan obligation under clause (iii) of the immediately preceding sentence.”

Additionally, the defined term “Designated Pension Plan” shall be added to Article I to read as follows:

“Designated Pension Plan means each of: (a) in Japan: RAP – Retirement Allowance Plan for Employees, DBCPP – Defined Benefit Corporate Pension Plan for Employees, and DRAP – Directors Retirement Allowance Plan; (b) in The Netherlands: INGERSOLL RAND NETHERLANDS B.V. – Contract 30008626 with Nationale-Nederlanden, INGERSOLL RAND EUROPEAN HOLDING COMPANY – Contract 30008605 with Nationale-Nederlanden, and INGERSOLL RAND NETHERLANDS B.V. (Trane) – Contract 30005881 with Nationale-Nederlanden; (c) in Belgium: Thermo King Belgium NV and Thermo King Total Kare Limited VBR – Contract with Vivium; (d) in The United Kingdom: the Moon UK Pension Plan; (e) in the Kingdom of Saudi Arabia: End of Service Plan; and (f) in Turkey: Termination Indemnity Plan (Trane). For the avoidance of doubt, each Designated Pension Plan is a Moon Benefit Plan and each such Designated Pension Plan and the assets and liabilities thereof will not transfer to or with any SpinCo Entity in connection with the Distribution and shall remain with the Moon Group from and after the Distribution Time.”

2. Moon and Clover Savings Plan

Section 3.02 is amended to provide that, in lieu of Gardner establishing or maintaining a tax-qualified defined contribution 401(k) plan for the benefit of SpinCo Employees and Former SpinCo Employees, Ingersoll-Rand has caused one of SpinCo’s U.S. subsidiaries, to establish a tax-qualified defined contribution 401(k) plan for the benefit of the SpinCo Employees and Former SpinCo Employees that will be assumed by the Clover Group as a SpinCo Benefit Plan.

Accordingly, Sections 3.02(b) and (c) are hereby amended to read, in their entirety, as follows:

“(b) SpinCo Savings Plan. Effective January 1, 2020, Moon has taken all actions necessary and appropriate to cause Ingersoll-Rand Industrial U.S., Inc., a wholly owned U.S. Subsidiary of SpinCo, to establish and maintain for the benefit of SpinCo Employees, Former SpinCo Employees, and Plan Payees the Ingersoll-Rand Industrial U.S., Inc. Employee Savings Plan (such plan and its related trust(s), the “SpinCo Savings Plan”), a defined contribution plan qualified under Section 401(a) of the Code that includes a cash or deferred arrangement qualified under Section 401(k) of the Code that is a participant-directed individual account plan that complies with Section 404(c) of ERISA. Prior to the Effective Time, Moon shall have taken all actions necessary and appropriate to establish or to cause SpinCo, or one of SpinCo’s U.S. Subsidiaries to establish a related trust or trusts exempt under Section 501(a) of the Code to be effective no later than the Effective Time.

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(c) Spin-Off of the Moon Savings Plans and Merger into the SpinCo Savings Plan. Effective as of January 1, 2020, Moon caused the Ingersoll-Rand Company Employee Savings Plan and the Ingersoll-Rand Company Employee Savings Plan for Bargained Employees (collectively, the “Moon Savings Plans”) to spin off to the SpinCo Savings Plan the portions of the Moon Savings Plans which are attributable to the SpinCo Employees and Former SpinCo Employees, as well as to any respective Plan Payees, such spin-off included (without limitation) any and all of such individual’s accounts (but excluding zero balance accounts), Liabilities, related Assets, unvested amounts, un-locatable participant accounts, and outstanding loan balances. Effective prior to, or as of, the Distribution Date, the assets of the SpinCo Savings Plan shall be transferred from the Ingersoll-Rand Employee Savings Plan Master Trust holding assets of the defined contribution plans sponsored by members of the Moon Group into a separate trust solely for the benefit of participants, beneficiaries and Plan Payees of the SpinCo Savings Plan.

Effective as of the Effective Time, Clover (acting directly or through members of the Clover Group or the SpinCo Group) hereby agrees to assume and adopt the SpinCo Savings Plan for the benefit of all SpinCo Employees, Former SpinCo Employees and Plan Payees as a SpinCo Benefit Plan.”

Accordingly, the definition of “Clover Savings Plan” in Article I shall be removed; and the definition of “Moon Savings Plan” in Article I shall be amended (and renamed as “Moon Savings Plans”) and the following defined terms shall be added to Article I, in each case to read as follows:

“Moon Savings Plans has the meaning specified in Section 3.02(c).

SpinCo Savings Plan has the meaning specified in Section 3.02(b).”

3. Short-Term Bonuses for Closing Plan Year

Section 3.07 of the EMA is amended to provide that the bonus payable to each bonus-eligible SpinCo Employee for the elapsed period from January 1, 2020 through the Distribution Date and the pre-Distribution Date portion of the retention bonus payable to each eligible SpinCo Employee shall be payable no later than 60 days after the Distribution Date (except with respect to the stub period bonuses to SpinCo Employees located in the jurisdictions set forth on Exhibit A hereto, in which case such stub period bonuses shall be payable no later than 75 days after the Distribution Date), and to reflect that the applicable payroll and reimbursement procedures for such payments. In addition, Section 3.07 of the EMA is amended to provide that, with respect to bonus-eligible SpinCo Employees who participate in the monthly, quarterly and annual sales incentive plans or the German local incentive plan that is subject to the German works council, Ingersoll-Rand will pass through an accrual for the benefit of SpinCo.

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Accordingly, the first sentence of Section 3.07 is replaced in its entirety and redesignated as Sections 3.07(a), 3.07(b) and 3.07(c) as follows:

“(a) Prior Period Bonuses. Immediately prior to the Distribution Time, Moon shall have paid all earned but unpaid bonuses, commissions, and other cash-based incentive compensation due to any SpinCo Employee or Former SpinCo Employee under any Employee Agreement, SpinCo Benefit Plan, or Moon Benefit Plan in respect of periods prior to the Closing Plan Year.

(b) Stub Period and Retention Bonuses.

(i) No later than 45 days after the Distribution Date, Moon shall (A) provide to Clover a report (the “Stub Period and Retention Bonus Report”) of the amount in the local currency applicable to each SpinCo Employee, to be paid (1) to each bonus-eligible SpinCo Employee calculated based on actual performance through the Distribution Date or assuming the target level of performance, in each case as determined by Moon in its sole discretion, pursuant to any bonus, commission or cash-based incentive program of the Moon Group in which such SpinCo Employee is a participant immediately prior to the Distribution Date, prorated to correspond with the SpinCo Employee’s applicable period of employment with Moon during the Closing Plan Year (the “Stub Period Bonus”), and (2) to each SpinCo Employee as the pre-Closing portion of the retention bonus payment in connection with the successful completion of the Merger (the “Retention Bonus”) under the terms of such SpinCo Employee’s retention bonus letter agreement with Moon, as described in item 1 of Section 7.2(a)(xi)(A) of the SpinCo Disclosure Letter to the Merger Agreement and (B) remit to Clover payment of the aggregate amount of the Stub Period Bonuses and Retention Bonuses to SpinCo Employees who will receive payment of their Stub Period Bonuses and Retention Bonuses, as applicable, from Clover and its Subsidiaries (for the sake of clarity, solely with respect to payrolls that are not administered by Moon under the Transition Services Agreement (“Clover Payrolls”)), as described in Section 3.07(b)(ii) below.

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(ii) No later than 60 days after the Distribution Date (and, with respect to the Stub Period Bonuses in the case of jurisdictions listed on Exhibit A, no later than 75 days after the Distribution Date), Moon (with respect to payrolls that are administered, in whole or in part, by Moon under the Transition Services Agreement (“Moon Payrolls”)) or Clover (with respect to Clover Payrolls) shall cause to be paid to each SpinCo Employee, the Stub Period Bonus and the Retention Bonus (if any), in each case, as identified on the Stub Period and Retention Bonus Report; provided that all such Stub Period Bonuses and Retention Bonuses shall be paid in one or more special off-cycle payrolls specifically dedicated to such Stub Period Bonus and Retention Bonus payments. With respect to the Moon Payrolls, Moon shall be responsible for the costs of such off-cycle payrolls and shall not include any such costs (including any incremental costs associated therewith) in the fees, costs or expenses under the Transition Services Agreement. With respect to the Clover Payrolls, Moon shall reimburse Clover for all costs and expenses incurred by Clover and its Subsidiaries to complete any such off-cycle payrolls, including, without limitation, a reasonable allocation of costs for reasonable time spent directly on actual administration of the off-cycle payrolls by employees of Clover and its Subsidiaries (the “Off-Cycle Payroll Costs”), as described below.

(iii) No later than five Business Days after the payment dates of the Stub Period Bonuses and Retention Bonuses, Moon (with respect to the Moon Payrolls) and Clover (with respect to the Clover Payrolls) shall provide to the other Party, a report evidencing the payment of the Stub Period Bonuses and Retention Bonuses paid, which includes, for each SpinCo Employee, as applicable, the SpinCo Employee’s name and tax jurisdiction, the Stub Period Bonus payment amount, the Retention Bonus payment amount, the employer portions of FICA and any other similar employment taxes that are payable in respect of the Stub Period Bonus and the Retention Bonus and the employer matching contributions or other defined contribution plan non-elective contributions that are payable in respect of the Stub Period Bonus (such employment taxes and employer contribution amounts, the “Additional Amounts”). No employer matching or other defined contribution plan non-elective contributions are due on the Retention Bonus payment amounts, and Moon and Clover, as applicable, shall choose appropriate wage codes for payment of such Retention Bonuses to ensure that the Retention Bonus payment amounts are not eligible compensation for defined contribution plan purposes.

(iv) No later than two Business Days after the date that Clover provides to Moon any report described in Section 3.07(b)(iii) above, Moon shall remit to Clover payment of the aggregate Additional Amounts related to the Stub Period Bonuses and Retention Bonuses paid by Clover and its Subsidiaries with respect to the Clover Payrolls. As soon as practicable following the payment of the Stub Period Bonuses and Retention Bonuses, Clover shall provide Moon with an invoice for the Off-Cycle Payroll Costs and Moon shall reimburse Clover such amounts within 10 Business Days after receipt thereof.

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(v) For the purpose of determining any amounts to be remitted or reimbursed to Clover under this Section 3.07(b) that are reported in any report or invoice prepared by the Parties in a currency other than U.S. dollars, each local currency shall be converted to U.S. dollars calculated using the Bloomberg FX Fixing (BFIX) rate for the applicable local currency as published on the Bloomberg Terminal two Business Days prior to the date on which such amount is remitted or reimbursed to Clover.

(c) Designated Sales Incentive Plans. With respect to bonus-eligible SpinCo Employees who participate in a monthly, quarterly or annual sales incentive plan or in the German local incentive plan that is subject to the German works council (each monthly, quarterly or annual sales incentive plan and such German local incentive plan, a “Designated Sales Incentive Plan”), in each case in respect of a specified monthly, quarterly or annual incentive period that includes the elapsed time period between January 1, 2020 and the Distribution Date, Moon shall pass through an accrual for the benefit of SpinCo for the sales incentive amounts payable to such SpinCo Employees under the Designated Sales Incentive Plans, which accrual is through the Distribution Date and is determined based on target performance for the applicable incentive period, and Clover and its Subsidiaries shall pay the sales incentive payments actually earned by such SpinCo Employees as and when due under the terms of such Designated Sales Incentive Plans (including terms applicable in connection with a termination of employment).”

Additionally, the second sentence of Section 3.07 is redesignated as Section 3.07(d).

Finally, the following defined terms shall be added to Article I, in each case to read as follows:

“Additional Amounts has the meaning specified in Section 3.07(b).

Clover Payrolls has the meaning specified in Section 3.07(b).

Designated Sales Incentive Plan has the meaning specified in Section 3.07(c).

Moon Payrolls has the meaning specified in Section 3.07(b).

Off-Cycle Payroll Costs has the meaning specified in Section 3.07(b).

Retention Bonus has the meaning specified in Section 3.07(b).

Stub Period Bonus has the meaning specified in Section 3.07(b).

Stub Period and Retention Bonus Report has the meaning specified in Section 3.07(b).”

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4. Vested Options held by Employees in China

Section 4.02(a) of the EMA is amended to provide that any vested Moon Stock Option held by a SpinCo Employee who is subject to the Wujiang China SAFE filing (the “China SAFE Filing”) and that would otherwise qualify as a Vested Moon Stock Option will be excluded from the definition of Vested Moon Stock Option and be treated as an Unvested Moon Stock Option under Section 4.02(b)(ii), and that Clover shall be solely responsible for any associated expense or financial impact to Clover arising therefrom without recourse to Moon. In addition, neither Party shall (and shall not permit any of its Affiliates, including with respect to Moon, the Moon Group, and with respect to Clover, the Clover Group to) de-register or otherwise take any action to close down the China SAFE Filing prior to April 30, 2020.

Accordingly, Section 4.02(a) is redesignated as 4.02(a)(i) and the first sentence thereof will be amended to read as follows:

“Except as otherwise provided in Section 4.02(a)(ii) in the case of Vested Moon China Stock Options, each Moon Stock Option that is vested by its terms immediately prior to the Distribution Time, (each, a “Vested Moon Stock Option”), regardless of who holds such Vested Moon Stock Option, shall remain an option to purchase shares of Moon Common Stock issued under the applicable Moon Stock Plan (each such award, an “Adjusted Vested Moon Stock Option”).”

A new Section 4.02(a)(ii) is added to read as follows:

“Each Moon Stock Option that is vested by its terms immediately prior to the Distribution Time and is held by a SpinCo Employee who is subject to the Wujiang China SAFE filing (the “China SAFE Filing”) (each, a “Vested Moon China Stock Option”) shall be converted as of the Effective Time into a Clover Stock Option as provided under Section 4.02(b)(ii), provided that for such purpose each reference therein to an “Unvested Moon Stock Option” shall be deemed to refer to a “Vested Moon China Stock Option”. Clover agrees that the Clover Group shall be solely and exclusively responsible (and shall indemnify each Moon Entity) for all obligations, Liabilities, costs and expenses to the Clover Group resulting from the transactions contemplated under this Section 4.02(a)(ii). In addition, neither Party shall (and shall not permit any of its Affiliates, including with respect to Moon, the Moon Group, and with respect to Clover, the Clover Group to) de-register or otherwise take any action to close down the China SAFE Filing prior to April 30, 2020.”

Additionally, the following defined terms shall be added to Article I to read as follows:

“China SAFE Filing has the meaning specified in Section 4.02(a)(ii).

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Vested Moon China Stock Option has the meaning specified in Section 4.02(a)(ii).”

5. FICA Tax and Other Employment Tax Payments for Moon Equity Awards.

Section 4.09 of the EMA is amended to set forth certain procedures for determining the computation of FICA and other employment taxes owed by the employer in respect of exercises of Adjusted Vested Moon Stock Options and the settlement of Moon PSUs held by SpinCo Employees.

Accordingly, Section 4.09 of the EMA is redesignated as Section 4.09(a) and new Sections 4.09(b) and 4.09(c) are added to read as follows:

“(b) Following the end of each calendar quarter in which has occurred any exercise by a SpinCo Employee of an Adjusted Vested Moon Stock Option or settlement of a Moon PSU held by a SpinCo Employee, in each case that gives rise to FICA taxes, Clover will provide a report to Moon setting forth for each SpinCo Employee, (A) the aggregate wages for FICA purposes attributable to such exercise or settlement and (B) the employer portion of FICA taxes related thereto, which shall be determined based on such SpinCo Employee’s FICA wages earned from the first day of such calendar year through the date of such exercise or settlement (without regard to the source of such FICA wages). Clover shall also provide Moon with documentary backup (i.e., report from third-party equity plan administrator and summary payroll report for the calendar year through the end of the applicable calendar quarter) evidencing the items in the preceding clauses (A) and (B).

Within 30 days following receipt of such report and documentary backup, Moon shall wire to Clover the amount of the employer portion of FICA taxes payable in respect of such exercise of an Adjusted Vested Moon Stock Option or settlement of any Moon PSU held by a SpinCo Employee.

(c) Similarly, following the end of each calendar quarter in which has occurred any exercise by a SpinCo Employee of an Adjusted Vested Moon Stock Option or settlement of a Moon PSU held by a SpinCo Employee, in each case that gives rise to required employment taxes or social insurance (or similar) payments to a Governmental Authority that are owed by an employer, Clover shall provide Moon with documentary backup (e.g., year-to-date wage statements) evidencing the actual payments by Clover of such employer taxes or other payments during such calendar quarter. Within 30 days following receipt of such documentation, Moon shall wire to Clover reimbursement for such employer taxes and other payments. In the event that Clover or its Subsidiaries receives a refund of any such employer taxes or other payments that were the subject of a Moon reimbursement payment, such refund shall be paid promptly by Clover to Moon (and, in the event that any refund is not able to be specifically allocated to any particular reimbursement payment, Clover shall promptly pay to Moon its pro rata portion of such refund (determined as the ratio of the amount of the Moon reimbursements in respect of the applicable taxes or other payments to the total amount of applicable taxes and other payments paid by Clover and its Subsidiaries in respect of the taxable year for which such refund is received)).”

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6. Ingersoll Rand MBA Program

A new Section 3.14 of the EMA is hereby added to read as follows:

“MBA Program. Clover acknowledges that (a) Moon maintains a high potential key talent program, which is known as the ‘Ingersoll Rand MBA Program’ and which is run jointly through the Kelley School of Business and Manchester University (the “MBA Program”); (b) the terms of the MBA Program, as well as the names of the SpinCo Employees who are currently in the MBA Program for the 2017, 2018 and 2019 cohorts have been previously disclosed to Clover. Clover hereby agrees to assume all Liabilities related to the MBA Program with respect to the SpinCo Employees in the 2017, 2018 and 2019 cohorts for the MBA Program previously disclosed to Clover.”

Additionally, the following defined term shall be added to Article I to read as follows:

“MBA Program has the meaning specified in Section 3.14.”

7. Non-Backfill of Conveying Employee Positions; Other Employee Movements

Ingersoll-Rand and Gardner acknowledge that (i) certain individuals who would have been SpinCo Employees resigned from their employment prior to the Distribution Time, and that such positions have not been backfilled and (ii) certain employees have transferred employment from a Moon Entity to a SpinCo Entity and vice-versa. As of the date hereof, such employees are listed on Exhibit B hereto, which Exhibit shall be updated not later than February 24, 2020 to reflect any additional individuals that Ingersoll-Rand and Gardner agree should be included on such Exhibit. Ingersoll-Rand and Gardner hereby agree that the foregoing shall be deemed not to result in a violation of any of the covenants under Section 7.1 or 7.2 of the Merger Agreement, and that the functions of such non-backfilled positions are neither required nor subject to transition services under the Transition Services Agreement, dated as of February 29, 2020, by and between Ingersoll-Rand and SpinCo (the “TSA”).

8. Transfer of Personnel Records and Authorization

Ingersoll-Rand and Gardner acknowledge that certain Benefit Management Records for SpinCo Employees and Former SpinCo Employees (that are not contained within the applicable PeopleSoft HRIS system) may exist in physical form throughout various Company locations (or at offsite locations), and may be commingled with records of Employees (other than SpinCo Employees and Former SpinCo Employees), and that it will take significant time to locate and properly identify and segregate the applicable Benefit Management Records.   Accordingly, Section 7.02 of the EMA is amended to provide that Ingersoll-Rand will transfer Benefit Management Records for SpinCo Employees and Former SpinCo Employees as soon as administratively practicable following the Distribution Date (or as commercially reasonable on an expedited basis following a time-sensitive request from Clover).

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Accordingly, the first sentence of Section 7.02 is hereby amended to read, as follows:

“Subject to any limitation imposed by applicable Law, prior to the Distribution Date or as soon as administratively practicable (on commercially reasonable expedited basis) after the Distribution Date, Moon shall have transferred and assigned or shall transfer and assign, as applicable, to SpinCo (to the extent not previously transferred electronically as part of the SpinCo PeopleSoft HRIS/payroll systems or otherwise), all personnel records, all immigration documents, including I-9 forms and work authorizations, all payroll deduction authorizations and elections, whether voluntary or mandated by Law, including but not limited to W-4 forms and deductions for benefits under the applicable Moon Benefit Plan, and all absence-management records, Family and Medical Leave Act records, insurance beneficiary designations, flexible spending account and dependent care account enrollment confirmations, attendance, and return-to-work information relating to SpinCo Employees and Former SpinCo Employees who participate in Moon Benefit Plans (“Benefit Management Records”).  Notwithstanding the foregoing, in the event that any Benefit Management Records for SpinCo Employees and Former SpinCo Employees have not previously been transferred and assigned to SpinCo, Clover may reasonably request any such records (including, for example, for benefit administration or personnel management purposes) and Moon shall transfer and assign such Benefit Management Records to SpinCo as soon as administratively practicable following such request (and on a commercially reasonable expedited basis in the case of time-sensitive requests).”

9. Accrued Dividend Equivalents

Section 4.07 is amended to clarify that Ingersoll-Rand shall be liable for accrued dividend equivalents on Moon RSUs and Moon PSUs that it retains and Gardner is liable for accrued dividend equivalents on the Clover RSUs that it issues.

Accordingly, a new Section 4.07(e) is added to read as follows:

“Accrued Dividend Equivalents. For the avoidance of doubt, Moon shall be responsible for all Liabilities with respect to accrued dividend equivalents on the Moon RSUs that it retains pursuant to Section 4.03(a) and the Moon PSUs that it retains pursuant to Section 4.04(a) and Clover shall be liable for accrued dividend equivalents on the Clover RSUs that it awards pursuant to Section 4.03(b) and Section 4.04(b). As soon as possible after the Distribution Date, Moon shall provide Clover a report, for each SpinCo Employee, of all accrued dividend equivalents on Moon RSUs and Moon PSUs held by such SpinCo Employee immediately prior to the Distribution Time.”

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10. Amendment to the Formula for Determining the Number of Clover RSUs to be Granted to Eligible SpinCo Employees to Replace Forfeited Moon PSUs

Section 4.04(b) is amended to revise the formula for calculating the number of Clover RSUs to be issued to eligible SpinCo Employees in replacement of their forfeited Moon PSUs.

Accordingly, clause (x) in the first Sentence of Section 4.04(b) is deleted in its entirety and replaced as follows:

“(x) equals the average percentage payout of shares of Moon Common Stock earned by all eligible participants who were employed for the full performance period with respect to Moon PSUs under the Moon Stock Plans for each of the three years ending prior to the Closing Plan Year, measured as of the date of settlement of such awards, multiplied by each SpinCo Employee’s outstanding Moon PSU award measured at target and”.

11. HRA Retiree Medical Claims Timing

Section 3.08(b) is amended to revise the time at which claims are deemed to be incurred with respect to HRA retiree medical liabilities, in order to properly ensure that the future claims are paid from the accounts passed through to the Clover Group, as the EMA does not properly contemplate a defined contribution retiree medical arrangement.

Accordingly, the last sentence of Section 3.08(b) of the EMA is deleted in its entirety and replaced as follows:

“For purposes of this Section 3.08(b) and Section 3.08(c), a claim is deemed to be incurred (i) with respect to medical, dental, vision, or prescription drug benefits (other than benefits described in clause (iv)), as applicable, on the date on which the services are performed or the goods are provided, regardless of when the injury or medical condition giving rise to the claim occurred, (ii) with respect to life, accidental death and dismemberment, and business travel accident insurance, on the date on which the event giving rise to such claim occurs, (iii) with respect to disability benefits, on the date on which a person’s disability begins, as determined by the disability benefit insurer or claims administrator, giving rise to such claim, and (iv) with respect to retiree medical claims to be paid from a health reimbursement account, on the date when the request for reimbursement, including appropriate documentation, is received by the health reimbursement account claims administrator.”

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Except as expressly set forth herein, this letter agreement shall not alter, modify, amend, or in any way affect any of the terms, conditions, obligations, covenants, or agreements contained in the SDA, the TSA, or any other Transaction Document, all of which shall continue in full force and effect, and shall not, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the parties to the SDA, the TSA, or any other Transaction Document.

This letter agreement may not be amended or any provision hereof waived or modified except by an instrument in writing signed by Ingersoll-Rand and Gardner, and may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, will constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this letter agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart of this letter agreement. Article IX of the SDA is incorporated herein by reference, mutatis mutandis.

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Please confirm your understanding and agreement with the foregoing by signing and dating the enclosed copy of this letter and returning it to us.

Sincerely,
INGERSOLL-RAND PLC
By:	/s/	Sara W. Brown
Name:		Sara W. Brown
Title:		Assistant Secretary
INGERSOLL-RAND U.S. HOLDCO, INC.
By:	/s/	Sara W. Brown
Name:		Sara W. Brown
Title:		Assistant Secretary

[Signature Page to Omnibus Side Letter]

ACCEPTED AND AGREED:
GARDNER DENVER HOLDINGS, INC.
By:	/s/	Andy Schiesl
Name:		Andy Schiesl
Title:		General Counsel

[Signature Page to Omnibus Side Letter]

Exhibit A

1. Australia

2. Brazil

3. Chile

4. Germany

5. Ireland

6. Singapore

7. United Kingdom

Exhibit B

See Separate Attachment

EX-10.10

Exhibit 10.10

EXECUTION VERSION

AMENDMENT NO. 5 TO CREDIT AGREEMENT AND JOINDER AGREEMENT

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).

WHEREAS, reference is hereby made to that certain (i) Credit Agreement, dated as of July 30, 2013 (including the exhibits and schedules thereto, as amended by Amendment No. 1 to Credit Agreement, dated as of March 4, 2016, Amendment No. 2, dated as of August 17, 2017, Amendment No. 3, dated as of December 13, 2018, and Amendment No. 4 to Credit Agreement, dated as of June 28, 2019, and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”; and the Credit Agreement, as amended by this Amendment and as further amended, restated, supplemented or otherwise modified from time to time, the “Amended Credit Agreement”), among, inter alios, Holdings, the U.S. Borrower, the other Borrowers party thereto, the Lenders party thereto and Citi, as Administrative Agent (Citi, in such capacity and as successor in interest to UBS AG, Stamford Branch in such capacity, the “Administrative Agent”), Collateral Agent (Citi, in such capacity and as successor in interest to UBS AG, Stamford Branch in such capacity, the “Collateral Agent”), Swingline Lender and Letter of Credit Issuer; (ii) Security Agreement, dated as of July 30, 2013 (including the exhibits and schedules thereto, as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “U.S. Security Agreement”), entered into by Holdings, the U.S. Borrower, the other Credit Parties party thereto and the Collateral Agent and (iii) Credit Agreement, dated as of February 28, 2020 (the “Spinco Term Loan Agreement”), by and among Ingersoll-Rand Services Company (the “Spinco Borrower”), as the borrower, the lenders party thereto and Citi, as the administrative agent;

WHEREAS, Section 13.1 of the Credit Agreement permits the Credit Agreement and the Credit Documents to be amended with the written consent of the Required Lenders, the Administrative Agent, Holdings and the Borrowers (a) to add one or more additional credit facilities thereto and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of the Credit Agreement and the other Credit Documents with the Term Loans and Revolving Credit Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and other definitions related to such new credit facilities;

WHEREAS, the U.S. Borrower desires to (a) add (i) a new Class of Term Loans consisting of 2020 GDI Tranche B-2 Dollar Term Loans in an aggregate principal amount of $927,600,000 and (ii) a new Class of Term Loans consisting of 2020 GDI Tranche B-2 Euro Term Loans in an aggregate principal amount of €601,162,500, in each case pursuant to amendments authorized by Section 13.1 of the Credit Agreement, and (b) use the proceeds of the 2020 GDI Tranche B-2 Dollar Term Loans and 2020 GDI Tranche B-2 Euro Term Loans to refinance all Tranche B-1 Dollar Term Loans and Tranche B-1 Euro Term Loans, respectively, outstanding immediately prior to the effectiveness of this Amendment;

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WHEREAS, upon the effectiveness of this Amendment, each Tranche B-1 Dollar Term Loan Lender that shall have executed and delivered a consent to this Amendment substantially in the form of Exhibit A hereto (a “Consent to Amendment No. 5”) on or prior to the Amendment No. 5 Effective Date (as defined below) pursuant to which it selected the “Cashless Settlement Option” with respect thereto (each, a “Cashless Option 2020 GDI Tranche B-2 Dollar Term Loan Lender”) shall be deemed to have exchanged all (or such lesser amount allocated to such Lender by the Administrative Agent) of its outstanding Tranche B-1 Dollar Term Loans (which Tranche B-1 Dollar Term Loans shall thereafter no longer be deemed to be outstanding) for 2020 GDI Tranche B-2 Dollar Term Loans in the same outstanding aggregate principal amount as such Tranche B-1 Dollar Term Loan Lender’s Tranche B-1 Dollar Term Loans so exchanged, and such Tranche B-1 Dollar Term Loan Lender shall thereafter become a 2020 GDI Tranche B-2 Dollar Term Loan Lender;

WHEREAS, upon the effectiveness of this Amendment, each Tranche B-1 Euro Term Loan Lender that shall have executed and delivered a Consent to Amendment No. 5 on or prior to the Amendment No. 5 Effective Date pursuant to which it selected the “Cashless Settlement Option” with respect thereto (each, a “Cashless Option 2020 GDI Tranche B-2 Euro Term Loan Lender” and, together with the Cashless Option 2020 GDI Tranche B-2 Dollar Term Loan Lenders, the “Cashless Option 2020 GDI Tranche B-2 Term Loan Lenders”) shall be deemed to have exchanged all (or such lesser amount allocated to such Lender by the Administrative Agent) of its outstanding Tranche B-1 Euro Term Loans (which Tranche B-1 Euro Term Loans shall thereafter no longer be deemed to be outstanding) for 2020 GDI Tranche B-2 Euro Term Loans in the same outstanding aggregate principal amount as such Tranche B-1 Euro Term Loan Lender’s Tranche B-1 Euro Term Loans so exchanged, and such Tranche B-1 Euro Term Loan Lender shall thereafter become a 2020 GDI Tranche B-2 Euro Term Loan Lender;

WHEREAS, upon the effectiveness of this Amendment, (a) (i) each Additional 2020 GDI Tranche B-2 Dollar Term Loan Lender will make Additional 2020 GDI Tranche B-2 Dollar Term Loans to the U.S. Borrower in Dollars in the amount set forth next to its name on the 2020 GDI Tranche B-2 Dollar Term Loan Allocation Schedule set forth on Schedule A hereto and (ii) each Additional 2020 GDI Tranche B-2 Euro Term Loan Lender will make Additional 2020 GDI Tranche B-2 Euro Term Loans to the U.S. Borrower in Euros in the amount set forth next to its name on the 2020 GDI Tranche B-2 Euro Term Loan Allocation Schedule set forth on Schedule A hereto, (b) the proceeds of such Additional 2020 GDI Tranche B-2 Dollar Term Loans and Additional 2020 GDI Tranche B-2 Euro Term Loans will be used by the U.S. Borrower to repay in full the outstanding principal amount of all Tranche B-1 Dollar Term Loans and Tranche B-1 Euro Term Loans, respectively, that are not exchanged for 2020 GDI Tranche B-2 Dollar Term Loans or 2020 GDI Tranche B-2 Euro Term Loans, as applicable (including the Tranche B-1 Dollar Term Loans and Tranche B-1 Euro Term Loans held by each Tranche B-1 Dollar Term Loan Lender and Tranche B-1 Euro Term Loan Lender that shall have executed and delivered a Consent to Amendment No. 5 on or prior to the Amendment No. 5 Effective Date pursuant to which it selected the “Post-Closing Settlement Option” with respect thereto (respectively, a “Post-Closing Option 2020 GDI Tranche B-2 Dollar Term Loan Lender” and a “Post-Closing Option 2020 GDI Tranche B-2 Euro Term Loan Lender” and together, a “Post-Closing Option 2020 GDI Tranche B-2 Term Loan Lender”)), and (c) the U.S. Borrower shall pay to each Tranche B-1 Dollar Term Loan Lender and Tranche B-1 Euro Term Loan Lender all accrued and unpaid interest on its Tranche B-1 Dollar Term Loans and Tranche B-1 Euro Term Loans, respectively, to, but not including, the date of effectiveness of this Amendment;

WHEREAS, the Credit Parties desire to designate the Spinco Borrower as an Additional Borrower under the Credit Agreement;

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WHEREAS, the Credit Parties desire to designate the term loans of the Spinco Borrower outstanding under the Spinco Term Loan Agreement as, and such term loans to constitute, Additional Term Loans (such Additional Term Loans, the “2020 Spinco Tranche B-1 Dollar Term Loans” and, together with the 2020 GDI Tranche B-2 Dollar Term Loans and the 2020 GDI Tranche B-2 Euro Term Loans, the “2020 Term Loans”) of the Spinco Borrower incurred and documented under the Amended Credit Agreement, with (a) the terms of the 2020 Spinco Tranche B-1 Dollar Term Loan being deemed to be conformed to and having the terms set forth in the Amended Credit Agreement in all respects as if the 2020 Spinco Tranche B-1 Dollar Term Loans were New Term Loans under the Amended Credit Agreement and the lenders under the Spinco Term Loan Agreement were New Term Loan Lenders, (b) the Spinco Borrower remaining as the primary obligor with respect to the 2020 Spinco Tranche B-1 Dollar Term Loans and (c) the Amended Credit Agreement replacing and superseding the Spinco Term Loan Agreement in its entirety;

WHEREAS, Citigroup Global Markets Inc., KKR Capital Markets LLC, Goldman Sachs Bank USA, HSBC Securities (USA) Inc., JPMorgan Chase Bank, N.A., Mizuho Bank LTD., PNC Capital Markets, LLC, BMO Capital Markets Corp., Crédit Agricole Corporate and Investment Bank, MUFG Bank, Ltd. and Standard Chartered Bank are the joint lead arrangers and joint bookrunners for this Amendment and the 2020 Term Loans (the “Amendment No. 5 Arrangers”);

WHEREAS, consistent with Section 2.14 and Section 13.1 of the Credit Agreement, the Credit Parties and the Lenders party hereto (constituting, after giving effect to the refinancing of the existing Tranche B-1 Dollar Term Loans and Tranche B-1 Euro Term Loans as contemplated herein, each Lender under the Credit Agreement) desire to amend the Credit Agreement to provide for additional terms and amendments to the Credit Agreement and the other Credit Documents; and

WHEREAS, (a) pursuant Section 3.6(a) of the Amended Credit Agreement, the Borrowers and Standard Chartered Bank (“SCB”) desire that SCB become a Letter of Credit Issuer under the Amended Credit Agreement with the Letter of Credit Commitment provided for herein and (b) the Borrowers desire that the Administrative Agent and the Revolving Credit Lenders approve certain currencies as Alternative Currencies solely with respect to Letters of Credit issued by Letter of Credit Issuers.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained and for other valuable considerations, the parties hereto agree as follows:

Section 1. Definitions.  Each capitalized term used herein and not otherwise defined in this Amendment shall be defined in accordance with the Amended Credit Agreement.

Section 2. Amendments to Credit Documents.

2.1        Each of the parties hereto (as of the Amendment No. 5 Effective Date constituting the Administrative Agent, the Collateral Agent, all Lenders, each Letter of Credit Issuer, the Swingline Lender and the Credit Parties) agrees that, effective on the Amendment No. 5 Effective Date, the Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Amended Credit Agreement attached as Exhibit B hereto and made a part hereof.

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2.2        Each of the parties hereto (as of the Amendment No. 5 Effective Date constituting the Administrative Agent, the Collateral Agent, all Lenders, each Letter of Credit Issuer, the Swingline Lender and the Credit Parties) agrees that, effective on the Amendment No. 5 Effective Date, Section 1 of the U.S. Security Agreement is hereby amended by replacing the definition of “Excluded Property” contained therein with the following:

“Excluded Property” shall mean (i) any Vehicles and other assets subject to certificates of title, (ii) Letter-of-Credit Rights except to the extent perfection of a Security Interest therein may be accomplished by solely filing financing statements in appropriate form in the applicable jurisdiction under the UCC, (iii) any property that is subject to a Lien permitted pursuant to clauses (f) (solely with respect to clause (d) of Section 10.1 of the Credit Agreement) and (i) of the definition of “Permitted Liens” in the Credit Agreement if the contract or other agreement in which such Lien is granted (or the documentation providing for such Indebtedness) prohibits the creation of any other Lien on such property or creates a right of termination in favor of any other party thereto (other than a Credit Party) as a result of the creation of any such Lien (in each case, other than to the extent that any such prohibition or restriction would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law, and other than any proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC of any relevant jurisdiction or any other applicable law notwithstanding such prohibition or restriction), (iv) (x) all leasehold interests in real property and (y) any parcel of real estate and the improvements thereto owned in fee by a Credit Party, in each case, not constituting Mortgaged Property (but not any Collateral located thereon), (v) any “intent to use” Trademark application filed in the United States Patent and Trademark Office unless and until an amendment to allege use or a statement of use has been filed and accepted by the United States Patent and Trademark Office,  and solely to the extent, if any, that, and solely during the period, if any, in which the grant of a Security Interest therein would impair the validity or enforceability of, or void, any such application or registration that issues from such intent-to-use application under United States law, (vi) except to the extent a Security Interest therein can be perfected solely by filing a financing statement in the applicable jurisdiction under the UCC, deposit accounts, securities accounts, commodities accounts and any other assets requiring perfection through control agreements or perfection by “control” (other than any Pledged Shares (as defined in the Pledge Agreement) or Pledged Debt (as defined in the Pledge Agreement) or any Instruments or Chattel Paper required to be delivered pursuant to this Security Agreement), (vii) any contract, lease, license, agreement, instrument, indenture, property subject to a purchase money security interest, capital lease obligation or similar arrangement permitted under the Credit Agreement, in each case, only to the extent and for so long as the grant of a Security Interest therein by the applicable Grantor (x) is prohibited by such contract, lease, license, agreement, instrument, indenture, purchase money, capital lease or similar arrangement without the consent of any other party thereto (other than a Credit Party), (y) would give any other party (other than a Credit Party) to any such contract, lease, license, agreement, instrument, indenture, purchase money, capital lease or similar arrangement the right to terminate its obligations thereunder or (z) is permitted only with consent and all necessary consents (other than those of a Credit Party) to such grant of a Security Interest have not been obtained from the other parties thereto (other than to the extent that any such prohibition referred to in clauses (x), (y) and (z) would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law and other than any proceeds and receivables of such contract, lease, license, agreement, instrument or indenture, the assignment of which is expressly deemed effective under the UCC of any relevant jurisdiction or any other applicable law notwithstanding such prohibition or restriction) (it being understood that the foregoing shall not be deemed to obligate such Grantor to obtain such consents), provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by such Grantor of a Security Interest pursuant to this Security Agreement in any Account or any money or other amounts due or to become due under any such contract, lease, license, agreement, instrument or indenture, (viii) any Commercial Tort Claim with a claim value of less than $35,000,000, (ix) any asset or property to the extent and for so long as the grant of a Security Interest in such asset or property in favor of the Collateral Agent would be prohibited by any Contractual Requirement permitted under the Credit Documents binding on such assets prior to the Amendment No. 5 Effective Date, or, if acquired after the Amendment No. 5 Effective Date, at the time of their acquisition and not incurred in contemplation of such acquisition (including in respect of Permitted Liens), applicable Requirement of Law or regulation (in each case, except to the extent such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law and other than any proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC of any relevant jurisdiction or any other applicable law notwithstanding such prohibition or restriction) or to the extent and for so long as the grant of such Security Interest in such asset or property would require the consent of any Governmental Authority as reasonably determined by the U.S. Borrower in consultation with the Administrative Agent that has not been obtained (it being understood that the foregoing shall not be deemed to obligate any Grantor to obtain such consents) and (x) other than with respect to the Obligations of the UK Borrower and the German Borrower, any foreign collateral or credit support; provided that with respect to clauses (iii), (vii), and (ix), such property shall be Excluded Property only to the extent and for so long as such prohibition is in effect; provided further that proceeds and products from any and all of the of the foregoing that would constitute Excluded Property shall also not be considered Collateral and proceeds and products from any and all of the of the foregoing that do not constitute Excluded Property shall be considered Collateral.

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2.3        Each of the parties hereto (as of the Amendment No. 5 Effective Date constituting the Administrative Agent, the Collateral Agent, all Lenders, each Letter of Credit Issuer, the Swingline Lender and the Credit Parties) agrees that, subject to the occurrence of the Amendment No. 5 Effective Date and the consummation of the Merger and effective immediately following the consummation of the Merger:

(a) the definition of “Pledgors” set forth in the preamble to the U.S. Pledge Agreement is hereby amended and restated in its entirety as follows:  the Subsidiary Pledgors, the U.S. Borrower and, solely with respect to the Capital Stock of the U.S. Borrower and Spinco held by it, Holdings are referred to collectively as the “Pledgors”; and

(b) the definition of “Equity Interests” set forth in Section 1(d) of the U.S. Pledge Agreement is hereby amended and restated in its entirety as follows:  “Equity Interests” shall mean, collectively, Capital Stock and Stock Equivalents.

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Section 3.Spinco Borrower as Additional Borrower. Following the completion of the Distribution and the Merger and pursuant to Section 9.11(b) of the Amended Credit Agreement, on the date the Spinco Borrower is designated a Borrower under the Amended Credit Agreement pursuant to a Borrower Designation Agreement (the “Designation”), the Spinco Borrower shall immediately and automatically (and without further action by any Person) constitute an Additional Borrower for purposes of the Amended Credit Agreement and the other Credit Documents, and the Administrative Agent and the Lenders hereby acknowledge such Designation, and all references to the Spinco Borrower and any provisions relating thereto, including in respect of its rights, covenants, duties or obligations, in the Amended Credit Agreement or in any other Credit Document shall be in full force and effect; provided that, notwithstanding the foregoing or anything to the contrary contained herein or in the Amended Credit Agreement or any other Credit Document, if the Amendment No. 5 Effective Date shall have occurred but the Distribution, the Merger and the Designation shall not have been completed, in each case, at or prior to 11:59 p.m., New York City time, on the first Business Day following the Amendment No. 5 Effective Date, then the Designation, and all references to the Spinco Borrower and any provisions relating thereto, including in respect of its rights, covenants, duties or obligations, in the Amended Credit Agreement or in any other Credit Document shall be disregarded and shall have no force or effect.

Section 4. Additional Term Loans. Following the completion of the Distribution and the Merger, on the date of the Designation, (a) the term loans of the Spinco Borrower outstanding under the Spinco Term Loan Agreement shall immediately and automatically (and without further action by any Person) be designated as and constitute Additional Term Loans and 2020 Spinco Tranche B-1 Dollar Term Loans under the Amended Credit Agreement, (b) the terms of the 2020 Spinco Tranche B-1 Dollar Term Loans shall be deemed to be conformed to and shall be the terms set forth in the Amended Credit Agreement in all respects, (c) the Spinco Borrower shall remain as the primary obligor with respect to the 2020 Spinco Tranche B-1 Dollar Term Loans, (d) all references to the 2020 Spinco Tranche B-1 Dollar Term Loans, and any provisions relating thereto, including in respect of the lenders, pricing, fees, maturity, repayment dates, repayment and prepayment amounts and voting rights associated therewith, in the Amended Credit Agreement or in any other Credit Document shall be in full force and effect and (e) the Amended Credit Agreement and the other Credit Documents shall replace and supersede the Spinco Term Loan Agreement and the other “Credit Documents” as defined in the Spinco Term Loan Agreement in their entirety; provided that, notwithstanding the foregoing or anything to the contrary contained herein or in the Amended Credit Agreement or any other Credit Document, if the Amendment No. 5 Effective Date shall have occurred but the Distribution, the Merger and the Designation shall not have been completed, in each case, at or prior to 11:59 p.m., New York City time, on the first Business Day following the Amendment No. 5 Effective Date, then the foregoing clauses (a) through (e), and all references to the 2020 Spinco Tranche B-1 Dollar Term Loans, and any provisions relating thereto, including in respect of the lenders, pricing, fees, maturity, repayment dates, repayment and prepayment amounts and voting rights associated therewith, in the Amended Credit Agreement or in any other Credit Document, shall be disregarded and shall have no force or effect.

Section 5. Lender Consents; Letter of Credit Matters.

(a) The Lenders party hereto, constituting all Lenders, hereby give their consent to all matters set forth in this Amendment. Such consent of each 2020 Spinco Tranche B-1 Dollar Term Loan Lender party hereto shall also constitute the consent of such Person in its capacity as a lender under the Spinco Term Loan Agreement, and in respect of the Spinco Term Loan Agreement and the other “Credit Documents” as defined in the Spinco Term Loan Agreement, to all matters set forth in this Amendment, including Sections 3 and 4 hereof.  The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to take such actions as may be necessary or desirable to reflect the intent of this Amendment.

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(b) The Revolving Credit Lenders party hereto, constituting all Revolving Credit Lenders, hereby agree that upon completion of the Distribution and the Merger prior to the 2019 Revolving Commitment Reduction Date, the 2019 Increased Availability Conditions shall be deemed to have been satisfied.

(c) Subject to the completion of the Distribution, the Merger and the Designation, on the date of the Designation, pursuant to Section 3.6(a) of the Amended Credit Agreement, the Borrowers hereby appoint, and give notice to the Administrative Agent of the appointment of, SCB as a new Letter of Credit Issuer under the Amended Credit Agreement with the Letter of Credit Commitment provided for in Section 5(d) below, and SCB hereby accepts such appointment.  Effective upon such appointment, SCB shall be granted the rights, powers and duties of a Letter of Credit Issuer under the Amended Credit Agreement, and the term “Letter of Credit Issuer” shall include SCB.  The Borrowers, the Administrative Agent and SCB agree that this Amendment shall constitute the agreement required by Section 3.6(a) evidencing the acceptance by SCB of its appointment as a Letter of Credit Issuer.

(d) Subject to the completion of the Distribution, the Merger and the Designation, pursuant to the definition of “Letter of Credit Commitment” in the Amended Credit Agreement and, in the case of SCB, Section 3.6(a) of the Amended Credit Agreement, Holdings, the Borrowers and SCB hereby agree that the Letter of Credit Commitment of SCB shall be $25,000,000, and Schedule B to Amendment No. 4 is hereby amended to reflect such Letter of Credit Commitment.  Holdings, the Borrowers, the Administrative Agent and SCB agree that this Amendment shall constitute the agreement and/or notice required by the definition of “Letter of Credit Commitment” in the Amended Credit Agreement in respect of such Letter of Credit Commitments. For the avoidance of doubt, the Letter of Credit Commitment of any other Letter of Credit Issuer shall not be affected by this Section 5(d).

(e) Pursuant to the definition of “Alternative Currency” in the Amended Credit Agreement and notwithstanding anything to the contrary contained in such definition or otherwise in the Amended Credit Agreement, the Administrative Agent and the Revolving Credit Lenders hereby approve each of the following currencies as an “Alternative Currency” with respect to Letters of Credit issued by any Letter of Credit Issuer, subject to such Letter of Credit Issuer’s consent in its sole discretion, as notified to the Administrative Agent: (i) Australian Dollars, Brazilian Real, Canadian Dollars, Chinese Renminbi, Indian Rupee, Japanese Yen, Malaysian Ringgit, Mexican Peso, Norwegian Krone, Philippine Peso, Polish Zloty, Singapore Dollars, South African Rand, South Korean Won, Swedish Krona, Taiwan New Dollars and Vietnamese Dong and (ii) any other currency for which a Dollar Equivalent can be calculated in the reasonable determination of the Administrative Agent and that is agreed by such applicable Letter of Credit Issuer.

Section 6. Representations. Each Credit Party hereby represents and warrants that:

6.1         Each Credit Party (a) has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of this Amendment and the Amended Credit Agreement, and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Amendment and (b) has duly executed and delivered this Amendment, and each of this Amendment and the Amended Credit Agreement constitutes the legal, valid and binding obligation of such Credit Party enforceable against such Credit Party in accordance with its terms, except as the enforceability hereof or thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity;

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6.2         The execution, delivery and performance by such Credit Party of this Amendment, will not (a) contravene any applicable provision of any material law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality, (b) result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of such Credit Party or any of its Restricted Subsidiaries (other than Liens created under the Credit Documents) pursuant to, the terms of any material indenture, loan agreement, lease agreement, mortgage, deed of trust, agreement or other material instrument to which such Credit Party or any of its Restricted Subsidiaries is a party or by which it or any of its property or assets is bound other than any such breach, default or Lien that could not reasonably be expected to result in a Material Adverse Effect or (c) violate any provision of the certificate of incorporation, by-laws, articles or other organizational documents of such Credit Party or any of its Restricted Subsidiaries;

6.3         All representations and warranties of the Credit Parties contained herein, in the Amended Credit Agreement or in the other Credit Documents shall be true and correct in all material respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) with the same effect as though such representations and warranties had been made on and as of the Amendment No. 5 Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date or period, in which case such representations and warranties shall have been true and correct in all material respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) as of the date when made or for the respective period, as the case may be.

6.4          On the Amendment No. 5 Effective Date, no Default or Event of Default shall exist immediately before or after giving effect to the effectiveness hereof.

Section 7. Effectiveness.  This Amendment shall be effective on the date (the “Amendment No. 5 Effective Date”) on which each of the following conditions have been satisfied (or waived) in accordance with the terms therein:

(a)         this Amendment shall have been executed and delivered by (i) each Credit Party, (ii) each Cashless Option 2020 GDI Tranche B-2 Term Loan Lender with a 2020 GDI Tranche B-2 Dollar Term Loan Commitment or 2020 GDI Tranche B-2 Euro Term Loan Commitment, (iii) each Additional 2020 GDI Tranche B-2 Dollar Term Loan Lender with an Additional 2020 GDI Tranche B-2 Dollar Term Loan Commitment, the aggregate amount of which Additional 2020 GDI Tranche B-2 Dollar Term Loan Commitments is equal in principal amount to the sum of (A) the aggregate outstanding principal amount of Tranche B-1 Dollar Term Loans held by Non-Consenting Tranche B-1 Dollar Term Loan Lenders, (B) the aggregate outstanding principal amount of Tranche B-1 Dollar Term Loans held by Post-Closing Option 2020 GDI Tranche B-2 Dollar Term Loan Lenders and (C) the excess, if any, of the aggregate principal amount of Tranche B-1 Dollar Term Loans held by the Cashless Option 2020 GDI Tranche B-2 Dollar Term Loan Lenders over the aggregate Rollover 2020 GDI Tranche B-2 Dollar Term Loan Commitments of the Cashless Option 2020 GDI Tranche B-2 Dollar Term Loan Lenders, (iv) each Additional 2020 GDI Tranche B-2 Euro Term Loan Lender with Additional 2020 GDI Tranche B-2 Euro Term Loan Commitments, the aggregate amount of which Additional 2020 GDI Tranche B-2 Euro Term Loan Commitments is equal in principal amount to the sum of (A) the aggregate outstanding principal amount of Tranche B-1 Euro Term Loans held by Non-Consenting Tranche B-1 Euro Term Loan Lenders, (B) the aggregate outstanding principal amount of Tranche B-1 Euro Term Loans held by Post-Closing Option 2020 GDI Tranche B-2 Euro Term Loan Lenders and (C) the excess, if any, of the aggregate principal amount of Tranche B-1 Euro Term Loans held by the Cashless Option 2020 GDI Tranche B-2 Euro Term Loan Lenders over the aggregate Rollover 2020 GDI Tranche B-2 Euro Term Loan Commitments of the Cashless Option 2020 GDI Tranche B-2 Euro Term Loan Lenders, (v) each 2020 Spinco Tranche B-1 Dollar Term Loan Lender, (vi) each Revolving Credit Lender, (vii) each Letter of Credit Issuer, (viii) the Swingline Lender and (ix) the Administrative Agent;

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(b)          [reserved];

(c)          since December 31, 2018, there has not been any change, event, occurrence, state of facts, condition, circumstance or effect that, individually or in the aggregate with such other changes, events, occurrences, state of facts, conditions, circumstances or effects, has resulted in or would reasonably be expected to result in a SpinCo Material Adverse Effect (as defined in the Merger Agreement);

(d)          (i) all fees and out-of-pocket expenses required to be paid or reimbursed by Holdings and each of the Borrowers pursuant to Sections 13.5 and 2.11 of the Credit Agreement (subject to Section 8.7 below) shall have been paid or reimbursed by (or on behalf of) Holdings and each of the Borrowers and (ii) all fees and reasonable and documented out-of-pocket expenses required to be paid on the Amendment No. 5 Effective Date pursuant to the separate written agreement of the U.S. Borrower and the Amendment No. 5 Arrangers, to the extent invoiced at least three business days prior to the Amendment No. 5 Effective Date (except as otherwise reasonably agreed in writing by the U.S. Borrower), shall have been, or will be substantially simultaneously, paid (which amounts may, at the U.S. Borrower’s option, be offset against the proceeds of any borrowing under the Revolving Facility);

(e)          the Administrative Agent shall have received (i) the audited combined balance sheets and related statements of comprehensive income, equity and cash flows as of the fiscal years ended December 31, 2018 and December 31, 2017 of Spinco; (ii) the unaudited combined balance sheet of Spinco as of September 30, 2019; (iii) the related unaudited combined statements of comprehensive income and cash flows of Spinco as of and for the nine months ended September 30, 2019 (and the same period in the prior fiscal year); (iv) the audited consolidated balance sheets and related statements of operations and cash flows as of fiscal years ended December 31, 2018 and December 31, 2017 of the U.S. Borrower and its subsidiaries; (v) the unaudited consolidated balance sheets and the related unaudited consolidated statements of operations and cash flows of the U.S. Borrower and its subsidiaries as of and for the fiscal quarters ended September 30, 2019, June 30, 2019 and March 31, 2019 (and the same period in the prior fiscal year) and (vi) a pro forma consolidated balance sheet and related pro forma statement of income of the U.S. Borrower as of and for the 12-month period ending on September 30, 2019, prepared after giving effect to the transactions contemplated by this Amendment as if the transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statement), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R));

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(f)          the Administrative Agent shall have received a customary closing certificate of each Credit Party as of the date hereof, dated the date hereof, executed by an Authorized Officer of such Credit Party which includes (A) a good standing certificate (to the extent such concepts exist) for each Credit Party from the applicable governmental authority of such Credit Party’s jurisdiction of incorporation, organization or formation, (B) a copy of the resolutions of the board of directors or other managers of each Credit Party (or duly authorized committee thereof) authorizing the execution and delivery of this Amendment and the performance by it of this Amendment and each other Credit Document delivered on the Amendment No. 5 Effective Date to which it is a party, (C) (x) a copy of the certificate of incorporation and by-laws, certificate of formation and operating agreement or other comparable organizational documents, as applicable, of each Credit Party or (y) a certification by an Authorized Officer of such Credit Party, dated the date hereof, that there have been no amendments to such organizational documents, as applicable, and (D) (x) the signature and incumbency certificates of the Authorized Officers of each Credit Party executing this Amendment and the other Credit Documents delivered on the date hereof to which it is a party or (y) a certification by an Authorized Officer of such Credit Party, dated the date hereof, that there have been no changes to the list of Authorized Officers of such Credit Party;

(g)          the Administrative Agent shall have received an opinion of Simpson Thacher & Bartlett LLP, as New York counsel to the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent;

(h)         the representations and warranties in Section 6 of this Amendment with respect to Sections 8.1, 8.2 (in each case related to the borrowing under, guaranteeing under, granting of security interests in the Collateral pursuant to, entry into and performance of, this Amendment), 8.3(b) and (c) (in each case, solely as they relate to conflicts arising as a result of entry into, or performance of, this Amendment after giving effect to the transactions contemplated hereby), 8.5, 8.7, 8.17 (but with references to the “Closing Date” and the “Transactions” to be deemed to be references to the Amendment No. 5 Effective Date and the transactions contemplated by this Amendment, respectively); 8.18 (but with references to the “Closing Date” to be deemed to be references to the Amendment No. 5 Effective Date) and 8.19 of the Credit Agreement shall be true and correct in all material respects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) on the Amendment No. 5 Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) as of such earlier date);

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(i)          the Administrative Agent and the Amendment No. 5 Arrangers shall have received at least three Business Days prior to the Amendment No. 5 Effective Date all documentation and other information about the Borrowers and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent or the Amendment No. 5 Arrangers at least ten calendar days prior to the Amendment No. 5 Effective Date and as required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.  At least three business days prior to the Amendment No. 5 Effective Date (to the extent requested at least ten business days prior to the Amendment No. 5 Effective Date), any Borrower or any Guarantor that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (31 C.F.R. § 1010.230) (the “Beneficial Ownership Regulation”)shall deliver a beneficial ownership certificate to any Lender that has requested such certification, which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association (a “Beneficial Ownership Certification”), in relation to such Borrower or Guarantor;

(j)          the term loans under the Spinco Term Loan Agreement shall have been funded in accordance with the terms and conditions of the Spinco Term Loan Agreement;

(k)         the Administrative Agent shall have received a solvency certificate as to the U.S. Borrower and its Restricted Subsidiaries on a consolidated basis (as of the Amendment No. 5 Effective Date and giving effect to the transactions contemplated by this Amendment), certified by a senior authorized financial officer of the U.S. Borrower; and

(l)           no Event of Default shall exist on the Amendment No. 5 Effective Date after giving effect to the 2020 Term Loans.

Section 8. Miscellaneous.

8.1         This Amendment shall constitute an Extension Amendment and, upon the delivery of a Borrower Designation Agreement designating the Spinco Borrower as a Borrower under the Amended Credit Agreement, a Joinder Agreement in accordance with Section 2.14 of the Credit Agreement.

8.2         Each reference that is made in the Amended Credit Agreement or any Credit Document to the Credit Agreement shall hereafter be construed as a reference to the Credit Agreement, as amended hereby.  Except as herein otherwise specifically provided, all provisions of the Credit Agreement shall remain in full force and effect and be unaffected hereby and this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.  This Amendment is a Credit Document.

8.3         Each of the undersigned Credit Parties acknowledges (a) all of its Obligations (as amended hereby) under the Amended Credit Agreement and each other Credit Document to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (b) its grant of guarantees and/or security interests pursuant to the Credit Documents are reaffirmed and remain in full force and effect after giving effect to this Amendment, (c) the Obligations include, among other things and without limitation, the due and punctual payment of the principal of, interest on, the Loans effected pursuant to this Amendment, and (d) the execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent, the Collateral Agent or any other Secured Party, constitute a waiver of any provision of any of the Credit Documents or serve to effect a novation of the Obligations.

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8.4         This Amendment may be executed in any number of counterparts, by different parties hereto in separate counterparts (including by facsimile or other electronic transmission (e.g., a “pdf” or “tif”)) and by facsimile or other electronic signature, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

8.5        Holdings and each of the Borrowers agree to pay on demand all costs and expenses required to be paid or reimbursed pursuant to Section 13.5 of the Amended Credit Agreement incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment, including without limitation, the reasonable and documented costs, fees, expenses and disbursements of the Administrative Agent’s legal counsel.

8.6         This Amendment may not be amended, modified or waived except in accordance with the terms of Section 13.1 of the Amended Credit Agreement. Any term or provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment, and the effect thereof shall be confined to the term or provision so held to be invalid or unenforceable.

8.7        The Lenders party hereto hereby waive (a) the payment of any breakage loss or expense under Section 2.11 of the Credit Agreement in connection with the repayment of Tranche B-1 Dollar Term Loans or Tranche B-1 Euro Term Loans on the Amendment No. 5 Effective Date, (b) any requirement under Section 2.2 of the Credit Agreement with respect to borrowing multiples for any of the 2020 Term Loans and (c) any requirement under Section 2.9 of the Credit Agreement regarding length of the Interest Period for any of the 2020 Term Loans (it being understood and agreed among the parties hereto (or party to a Consent to Amendment No. 5) that (i) the 2020 GDI Tranche B-2 Dollar Term Loans will originally be LIBOR Loans with an initial Interest Period ending on March 31, 2020, (ii) the 2020 GDI Tranche B-2 Euro Term Loans will originally be LIBOR Loans with an initial Interest Period ending on March 31, 2020 and (iii) the 2020 Spinco Tranche B-1 Dollar Term Loans will originally be LIBOR Loans with an initial Interest Period ending on March 31, 2020).

8.8         This Amendment is specifically limited to the matters expressly set forth herein.  This Amendment and all other instruments, agreements and documents executed and delivered in connection with this Amendment embody the final, entire agreement among the parties hereto with respect to the subject matter hereof and supersede any and all prior commitments, agreements, representations and understandings, whether written or oral, relating to the matters covered by this Amendment, and may not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of the parties hereto.  There are no oral agreements among the parties hereto relating to the subject matter hereof or any other subject matter relating to the Amended Credit Agreement.

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8.9         Each Additional 2020 GDI Tranche B-2 Dollar Term Loan Lender, Additional 2020 GDI Tranche B-2 Euro Term Loan Lender and 2020 Spinco Tranche B-1 Dollar Term Loan Lender (a) confirms that it has received a copy of the Credit Agreement, this Amendment and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, (b) agrees that it will, independently and without reliance upon any Agent or any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement, (c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto, and (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender.  Upon the Amendment No. 5 Effective Date, (i) each undersigned Additional 2020 GDI Tranche B-2 Dollar Term Loan Lender shall become a Lender under the Amended Credit Agreement and shall have the Additional 2020 GDI Tranche B-2 Dollar Term Loan Commitment set forth next to its name on the 2020 GDI Tranche B-2 Dollar Term Loan Allocation Schedule set forth on Schedule A hereto and (ii) each undersigned Additional 2020 GDI Tranche B-2 Euro Term Loan Lender shall become a Lender under the Amended Credit Agreement and shall have the Additional 2020 GDI Tranche B-2 Euro Term Loan Commitment set forth next to its name on the 2020 GDI Tranche B-2 Euro Term Loan Allocation Schedule set forth on Schedule A hereto.  Following the Amendment No. 5 Effective Date, upon completion of the Distribution, the Merger and the Designation, and subject to the terms and conditions herein, including Sections 3 and 4 hereof, each undersigned 2020 Spinco Tranche B-1 Dollar Term Loan Lender shall become a Lender under the Amended Credit Agreement and shall have 2020 Spinco Tranche B-1 Dollar Term Loans in an aggregate principal amount equal to the aggregate principal amount of the term loans held by such Person under the Spinco Term Loan Agreement immediately prior to the Designation.  In addition, if a Tranche B-1 Dollar Term Loan Lender or a Tranche B-1 Euro Term Loan Lender has exercised its “Cashless Settlement Option” or the “Post-Closing Settlement Option” pursuant to its Consent to Amendment No. 5, the amount of such Lender’s participation in the 2020 Term Loans of the applicable Class may be less than 100% of the principal amount of such Lender’s Tranche B-1 Dollar Term Loans or Tranche B-1 Euro Term Loans, as applicable, based on the allocation of the 2020 Term Loans of such Class.

8.10        The provisions of Sections 13.12, 13.13 and 13.15 of the Amended Credit Agreement apply to this Amendment, mutatis mutandis.

8.11       The parties hereto acknowledge and agree that the amendment of the Credit Agreement pursuant to this Amendment and the amendment and/or execution of any other Credit Document in connection with this Amendment shall not constitute a novation of the Credit Agreement or any other Credit Document as in effect prior to the Amendment No. 5 Effective Date.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

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IN WITNESS WHEREOF, this Amendment No. 5 to Credit Agreement and Joinder Agreement has been executed by the parties hereto as of the date first written above.

HOLDINGS:

GARDNER DENVER HOLDINGS, INC.

By:

Name:

Title:

U.S. BORROWER:

GARDNER DENVER, INC.

By:

Name:

Title:

GERMAN BORROWER:

GD GERMAN HOLDINGS II GMBH

By:

Name:

Title:

UK BORROWER:

GARDNER DENVER HOLDINGS LTD.

By:

Name:

Title:

[Signature Page to Amendment No. 5 to Credit Agreement (Gardner Denver)]

OTHER CREDIT PARTIES:

GD GLOBAL HOLDINGS, INC.

GARDNER DENVER INVESTMENTS, INC.

GARDNER DENVER INTERNATIONAL, INC.

GD GLOBAL HOLDINGS II, INC.

By:

Name:

Title:

EMCO WHEATON USA, INC.

GARDNER DENVER NASH LLC

GARDNER DENVER THOMAS, INC.

LEROI INTERNATIONAL, INC.

GARDNER DENVER PETROLEUM PUMPS LLC

THOMAS INDUSTRIES INC.

TRI-CONTINENT SCIENTIFIC, INC.

By:

Name:

Title:

[Signature Page to Amendment No. 5 to Credit Agreement (Gardner Denver)]

ADMINISTRATIVE AGENT, COLLATERAL AGENT, SWINGLINE LENDER, LETTER OF CREDIT ISSUER, REVOLVING CREDIT LENDER, ADDITIONAL 2020 GDI TRANCHE B-2 DOLLAR TERM LOAN LENDER, ADDITIONAL 2020 GDI TRANCHE B-2 EURO TERM LOAN LENDER AND 2020 SPINCO TRANCHE B-1 DOLLAR TERM LOAN LENDER:

CITIBANK, N.A.

By:

Name:

Title:

[Signature Page to Amendment No. 5 to Credit Agreement (Gardner Denver)]

LENDER:

[NAME OF LENDER]

By:

Name:

Title:

Any institution requiring a second signature line:

By:

Name:

Title:

[Signature Page to Amendment No. 5 to Credit Agreement (Gardner Denver)]

Schedule A

2020 GDI Tranche B-2 Dollar Term Loan Allocation Schedule

Additional 2020 GDI Tranche B-2 Dollar Term Loan Lender	2020 GDI Tranche B-2 Dollar Term Loan Commitment
Citibank, N.A.	$	109,921,209.68
Total:	$	109,921,209.68

2020 GDI Tranche B-2 Euro Term Loan Allocation Schedule

Additional 2020 GDI Tranche B-2 Euro Term Loan Lender	2020 GDI Tranche B-2 Euro Term Loan Commitment
Citibank, N.A.	€	52,273,740.15
Total:	€	52,273,740.15

Exhibit A

CONSENT TO AMENDMENT NO. 5

This CONSENT (this “Consent to Amendment No. 5”) to Amendment No. 5 to Credit Agreement and Joinder Agreement (the “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, Amendment No. 2, dated as of August 17, 2017, Amendment No. 3, dated as of December 13, 2018, and Amendment No. 4 to Credit Agreement, dated as of June 28, 2019, and as further amended, restated, supplemented or otherwise modified from time to time prior to the Amendment No. 5 Effective Date, the “Credit Agreement”), among, inter alios, Gardner Denver Holdings, Inc. (f/k/a Renaissance Parent Corp.) (“Holdings”), Gardner Denver, Inc. (the “U.S. Borrower”), the other Borrowers party thereto, the Lenders party thereto and Citibank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent, Swingline Lender and Letter of Credit Issuer.  Capitalized terms used in this Consent to Amendment No. 5 but not defined herein have the meanings assigned to such terms in the Amendment or the Amended Credit Agreement, as applicable.

Tranche B-1 Dollar Term Loan Lenders:

The undersigned Lender in respect of the Tranche B-1 Dollar Term Loans (“Tranche B-1 Dollar Term Loan Lender”), acting in such capacity, hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

☐ to convert 100% of the outstanding principal amount of the Tranche B-1 Dollar Term Loans held by such Tranche B-1 Dollar Term Loan Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into 2020 GDI Tranche B-2 Dollar Term Loans in a like principal amount.

Post-Closing Settlement Option

☐ to have 100% of the outstanding principal amount of the Tranche B-1 Dollar Term Loans held by such Tranche B-1 Dollar Term Loan Lender prepaid on the Amendment No. 5 Effective Date and purchase by assignment the principal amount of 2020 GDI Tranche B-2 Dollar Term Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Administrative Agent).

Tranche B-1 Euro Term Loan Lenders:

The undersigned Lender in respect of the Tranche B-1 Euro Term Loans (“Tranche B-1 Euro Term Loan Lender”), acting in such capacity, hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

☐ to convert 100% of the outstanding principal amount of the Tranche B-1 Euro Term Loans held by such Tranche B-1 Euro Term Loan Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into 2020 GDI Tranche B-2 Euro Term Loans in a like principal amount.

Post-Closing Settlement Option

☐ to have 100% of the outstanding principal amount of the Tranche B-1 Euro Term Loans held by such Tranche B-1 Euro Term Loan Lender prepaid on the Amendment No. 5 Effective Date and purchase by assignment the principal amount of 2020 GDI Tranche B-2 Euro Term Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Administrative Agent).

Revolving Credit Lenders:

☐ The undersigned Revolving Credit Lender in respect of 100% of the Revolving Credit Commitment held by such Revolving Credit Lender, acting in such capacity, hereby irrevocably and unconditionally approves the Amendment and consents thereto.

Letter of Credit Issuers:

☐ The undersigned Letter of Credit Issuer, acting in such capacity, hereby irrevocably and unconditionally approves the Amendment and consents thereto.

[signature page to follow]

IN WITNESS WHEREOF, the undersigned has caused this Consent to Amendment No. 5 to be executed and delivered by a duly authorized officer as of the date first written above in the Amendment.

,

By:
	Name:
	Title:
If a second signature is necessary:
By:
	Name:
	Title:

Name of Fund Manager (if any):

Exhibit B

Amended Credit Agreement

(See attached.)

EX-10.11

Exhibit 10.11

Execution Version

THIRD AMENDMENT TO THE

RECEIVABLES FINANCING AGREEMENT

This THIRD AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT (this “Amendment”), dated as of February 27, 2020, is entered into by and among the following parties:

(i) GARDNER DENVER FINANCE II LLC, as borrower (the “Borrower”);

(ii) GARDNER DENVER, INC., as initial servicer (the “Servicer”); and

(iii) PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Lender, LC Participant, LC Bank and Administrative Agent.

Capitalized terms used but not otherwise defined herein (including such terms used above) have the respective meanings assigned thereto in the Receivables Financing Agreement described below.

BACKGROUND

A.        The parties hereto have entered into a Receivables Financing Agreement along with the Persons from time to time parties thereto, dated as of May 17, 2016 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Receivables Financing Agreement”).

B.          Concurrently herewith, the Borrower, PNC and PNC Capital Markets LLC are entering into a second amended and restated fee letter, dated as of the date hereof (the “Fee Letter”).

C.          The parties hereto desire to amend the Receivables Financing Agreement as set forth herein.

NOW, THEREFORE, with the intention of being legally bound hereby, and in consideration of the mutual undertakings expressed herein, each party to this Amendment hereby agrees as follows:

SECTION 1.         Amendments to the Receivables Financing Agreement.  The Receivables Financing Agreement is hereby amended by incorporating the changes shown on marked pages of the Receivables Financing Agreement attached hereto as Exhibit A.

SECTION 2.         Representations and Warranties of the Borrower and the Servicer.  The Borrower and the Servicer hereby represent and warrant to each of the parties hereto as of the date hereof as follows:

(a)           Representations and Warranties.  The representations and warranties made by it in the Receivables Financing Agreement and each of the other Transaction Documents to which it is a party are true and correct as of the date hereof.

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(b)          Enforceability.  The execution and delivery by it of this Amendment, and the performance of its obligations under this Amendment, the Receivables Financing Agreement (as amended hereby) and the other Transaction Documents to which it is a party are within its organizational powers and have been duly authorized by all necessary action on its part, and this Amendment, the Receivables Financing Agreement (as amended hereby) and the other Transaction Documents to which it is a party are (assuming due authorization and execution by the other parties thereto) its valid and legally binding obligations, enforceable in accordance with its terms, except (x) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws from time to time in effect relating to creditors’ rights, and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

(c)          No Event of Default.  No Event of Default, Unmatured Event of Default, Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event has occurred and is continuing, or would occur as a result of this Amendment or the transactions contemplated hereby.

SECTION 3.         Effect of Amendment; Ratification.  All provisions of the Receivables Financing Agreement and the other Transaction Documents, as expressly amended and modified by this Amendment, shall remain in full force and effect.  After this Amendment becomes effective, all references in the Receivables Financing Agreement (or in any other Transaction Document) to “this Receivables Financing Agreement”, “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Receivables Financing Agreement shall be deemed to be references to the Receivables Financing Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Receivables Financing Agreement other than as set forth herein.  The Receivables Financing Agreement, as amended by this Amendment, is hereby ratified and confirmed in all respects.

SECTION 4.         Effectiveness.  This Amendment shall become effective as of the date hereof upon the Administrative Agent’s receipt of:

(a)           counterparts to this Amendment executed by each of the parties hereto; and

(b)           counterparts to the Fee Letter  executed by each of the parties thereto and confirmation that the “Amendment Fee” owing thereunder has been paid in full in accordance with the terms of the Fee Letter.

SECTION 5.        Severability.  Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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SECTION 6.         Transaction Document.  This Amendment shall be a Transaction Document for purposes of the Receivables Financing Agreement.

SECTION 7.        Counterparts.  This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.  Delivery of an executed counterpart of a signature page to this Amendment by facsimile or e-mail transmission shall be effective as delivery of a manually executed counterpart hereof.

SECTION 8.         GOVERNING LAW AND JURISDICTION.

(a)         THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF).

(b)       EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO (I) WITH RESPECT TO THE BORROWER AND THE SERVICER, THE EXCLUSIVE JURISDICTION, AND (II) WITH RESPECT TO EACH OF THE OTHER PARTIES HERETO, THE NON-EXCLUSIVE JURISDICTION, IN EACH CASE, OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT, AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING (I) IF BROUGHT BY THE BORROWER, THE SERVICER OR ANY AFFILIATE THEREOF, SHALL BE HEARD AND DETERMINED, AND (II) IF BROUGHT BY ANY OTHER PARTY TO THIS AMENDMENT, MAY BE HEARD AND DETERMINED, IN EACH CASE, IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT.  NOTHING IN THIS SECTION 8 SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY OTHER CREDIT PARTY TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR THE SERVICER OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS.  EACH OF THE BORROWER AND THE SERVICER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.  THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

SECTION 9.         Section Headings.  The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Receivables Financing Agreement or any provision hereof or thereof.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their duly authorized officers as of the date first above written.

GARDNER DENVER FINANCE II LLC,

as Borrower

By:

Name:

Title:

GARDNER DENVER, INC.,

as Servicer

By:

Name:

Title:

S-1 Third Amendment to PNC/GDI Receivables Financing Agreement

PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent

By:

Name:

Title:

PNC BANK, NATIONAL ASSOCIATION,

as  Lender

By:

Name:

Title:

PNC BANK, NATIONAL ASSOCIATION,

as LC Bank and as  LC Participant

By:

Name:

Title:

S-2 Third Amendment to PNC/GDI Receivables Financing Agreement

EXHIBIT A

[AMENDMENTS TO THE RECEIVABLES FINANCING AGREEMENT]

(attached)

Third Amendment to

PNC/GDI Receivables Financing Agreement

Exhibit A to Third Amendment, dated as of February 27, 2020

RECEIVABLES FINANCING AGREEMENT

Dated as of May 17, 2016

by and among

GARDNER DENVER FINANCE II LLC,

as Borrower,

THE PERSONS FROM TIME TO TIME PARTY HERETO,

as Lenders and LC Participants,

PNC BANK, NATIONAL ASSOCIATION,

as LC Bank,

PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

GARDNER DENVER, INC.,

as initial Servicer,

and

PNC CAPITAL MARKETS LLC, as Structuring Agent

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS 1

SECTION 1.01.	Certain Defined Terms	1
SECTION 1.02.	Other Interpretative Matters	34

ARTICLE II TERMS OF THE LOANS 34

SECTION 2.01.	Loan Facility	34
SECTION 2.02.	Making Loans; Repayment of Loans	35
SECTION 2.03.	Interest and Fees	37
SECTION 2.04.	Records of Loans and Participation Advances	37
SECTION 2.05.	Defaulting Lenders	37

ARTICLE III LETTER OF CREDIT FACILITY 38

SECTION 3.01.	Letters of Credit	38
SECTION 3.02.	Issuance of Letters of Credit; Participations	39
SECTION 3.03.	Requirements For Issuance of Letters of Credit	40
SECTION 3.04.	Disbursements, Reimbursement	40
SECTION 3.05.	Repayment of Participation Advances	41
SECTION 3.06.	Documentation; Documentary and Processing Charges	42
SECTION 3.07.	Determination to Honor Drawing Request	42
SECTION 3.08.	Nature of Participation and Reimbursement Obligations	42
SECTION 3.09.	Indemnity	44
SECTION 3.10.	Liability for Acts and Omissions	44
SECTION 3.11.	LC Collateral Accounts	45

ARTICLE IV SETTLEMENT PROCEDURES AND PAYMENT PROVISIONS 46

SECTION 4.01.	Settlement Procedures	46
SECTION 4.02.	Payments and Computations, Etc	49

ARTICLE V INCREASED COSTS; FUNDING LOSSES; TAXES; ILLEGALITY AND SECURITY INTEREST 49

SECTION 5.01.	Increased Costs	49
SECTION 5.02.	Funding Losses	51
SECTION 5.03.	Taxes	51

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TABLE OF CONTENTS

(continued)

		Page
SECTION 5.04.	Inability to Determine LMIR; Change in Legality	55
SECTION 5.05.	Security Interest	56

ARTICLE VI CONDITIONS TO EFFECTIVENESS AND CREDIT EXTENSIONS 57

SECTION 6.01.	Conditions Precedent to Effectiveness and the Initial Credit Extension	57
SECTION 6.02.	Conditions Precedent to All Credit Extensions	57
SECTION 6.03.	Conditions Precedent to All Releases	58

ARTICLE VII REPRESENTATIONS AND WARRANTIES 58

SECTION 7.01.	Representations and Warranties of the Borrower	58
SECTION 7.02.	Representations and Warranties of the Servicer	63

ARTICLE VIII COVENANTS 67

SECTION 8.01.	Covenants of the Borrower	67
SECTION 8.02.	Covenants of the Servicer	74
SECTION 8.03.	Separate Existence of the Borrower	79

ARTICLE IX ADMINISTRATION AND COLLECTION OF RECEIVABLES 83

SECTION 9.01.	Appointment of the Servicer	83
SECTION 9.02.	Duties of the Servicer	84
SECTION 9.03.	Collection Account Arrangements	85
SECTION 9.04.	Enforcement Rights	85
SECTION 9.05.	Responsibilities of the Borrower	87
SECTION 9.06.	Servicing Fee	87

ARTICLE X EVENTS OF DEFAULT 88

SECTION 10.01. Events of Default 88

ARTICLE XI THE ADMINISTRATIVE AGENT 91

SECTION 11.01.	Authorization and Action	91
SECTION 11.02.	Administrative Agent’s Reliance, Etc	92
SECTION 11.03.	Administrative Agent and Affiliates	92
SECTION 11.04.	Indemnification of Administrative Agent	92
SECTION 11.05.	Delegation of Duties	92
SECTION 11.06.	Action or Inaction by Administrative Agent	93

-ii-

TABLE OF CONTENTS

(continued)

		Page
SECTION 11.07.	Notice of Events of Default; Action by Administrative Agent	93
SECTION 11.08.	Non-Reliance on Administrative Agent and Other Parties	93
SECTION 11.09.	Successor Administrative Agent	93
SECTION 11.10.	Structuring Agent	94

ARTICLE XII INDEMNIFICATION 94

SECTION 12.01.	Indemnities by the Borrower	94
SECTION 12.02.	Indemnification by the Servicer	97

ARTICLE XIII MISCELLANEOUS 98

SECTION 13.01.	Amendments, Etc	98
SECTION 13.02.	Notices, Etc	99
SECTION 13.03.	Assignability; Addition of Lenders	100
SECTION 13.04.	Costs and Expenses	102
SECTION 13.05.	No Proceedings; Limitation on Payments	102
SECTION 13.06.	Confidentiality	103
SECTION 13.07.	GOVERNING LAW	104
SECTION 13.08.	Execution in Counterparts	104
SECTION 13.09.	Integration; Binding Effect; Survival of Termination	104
SECTION 13.10.	CONSENT TO JURISDICTION	105
SECTION 13.11.	WAIVER OF JURY TRIAL	105
SECTION 13.12.	Ratable Payments	106
SECTION 13.13.	Limitation of Liability	106
SECTION 13.14.	Intent of the Parties	106
SECTION 13.15.	USA Patriot Act	107
SECTION 13.16.	Right of Setoff	107
SECTION 13.17.	Severability	107
SECTION 13.18.	Mutual Negotiations	107
SECTION 13.19.	Captions and Cross References	107
SECTION 13.20.	Currency	108
SECTION 13.21.	Currency Equivalence	108

-iii-

TABLE OF CONTENTS

(continued)

EXHIBITS			Page
EXHIBIT A	–	Form of [Loan Request] [LC Request]
EXHIBIT B	–	Form of Reduction Notice
EXHIBIT C	–	Form of Assignment and Acceptance Agreement
EXHIBIT D	–	Form of Letter of Credit Application
EXHIBIT E	–	Credit and Collection Policy
EXHIBIT F	–	Form of Monthly Report
EXHIBIT G	–	Form of Compliance Certificate
EXHIBIT H	–	Closing Memorandum
EXHIBIT I	–	Form of Weekly Report
EXHIBIT J	–	Form of Daily Report
EXHIBIT K	–	U.S. Tax Compliance Certificate
SCHEDULES
SCHEDULE I	–	Commitments
SCHEDULE II	–	Lock-Boxes, Collection Accounts and Collection Account Banks
SCHEDULE III	–	Notice Addresses

-iv-

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:

(i)            GARDNER DENVER FINANCE II LLC, a Delaware limited liability company, as Borrower (together with its successors and assigns, the “Borrower”);

(ii)           the Persons from time to time party hereto as Lenders and LC Participants;

(iii)          PNC BANK, NATIONAL ASSOCIATION, as LC Bank (in such capacity, together with its successors and assigns in such capacity, the “LC Bank”);

(iv)          PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Administrative Agent;

(v)           GARDNER DENVER, INC., a Delaware corporation, in its individual capacity (“GDI”) and as initial Servicer (in such capacity, together with its successors and assigns in such capacity, the “Servicer”); and

(vi)          PNC CAPITAL MARKETS LLC, a Pennsylvania limited liability company, as Structuring Agent.

PRELIMINARY STATEMENTS

The Borrower has acquired, and will acquire from time to time, Receivables from the Originator(s) pursuant to the Purchase and Sale Agreement.  The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) the LC Bank to issue Letters of Credit for the account of the Borrower from time to time, in each case, on the terms, and subject to the conditions set forth herein, secured by, among other things, the Receivables.

In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01.  Certain Defined Terms.  As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Account Control Agreement” means each agreement, in form and substance satisfactory to the Administrative Agent, among the Borrower, the Servicer, the Administrative Agent and a Collection Account Bank, governing the terms of the related Collection Accounts, that, among other things, provides the Administrative Agent with control within the meaning of the UCC over the deposit accounts subject to such agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Adjusted Dollar LC Participation Amount” means, at any time of determination, the greater of (i) the Dollar LC Participation Amount less the amount of cash collateral denominated in Dollars held in an LC Collateral Account at such time and (ii) zero ($0).

“Adjusted Euro LC Participation Amount” means, at any time of determination, the greater of (i) the Euro LC Participation Amount less the amount of cash collateral denominated in Euros held in an LC Collateral Account at such time and (ii) zero (€0).

“Adjusted Indian Rupee LC Participation Amount” means, at any time of determination, the greater of (i) the Indian Rupee LC Participation Amount less the amount of cash collateral denominated in Indian Rupee held in an LC Collateral Account at such time and (ii) zero (INR 0).

“Adjusted Korean Won LC Participation Amount” means, at any time of determination, the greater of (i) the Korean Won LC Participation Amount less the amount of cash collateral denominated in Korean Won held in an LC Collateral Account at such time and (ii) zero (KRW 0).

“Adjusted Pounds Sterling LC Participation Amount” means, at any time of determination, the greater of (i) the Pounds Sterling LC Participation Amount less the amount of cash collateral denominated in Pounds Sterling held in an LC Collateral Account at such time and (ii) zero (£0).

“Administrative Agent” means PNC, in its capacity as contractual representative for the Credit Parties, and any successor thereto in such capacity appointed pursuant to Article XI or Section 13.03(f).

“Adverse Claim” means any Lien, except any Permitted Lien.

“Advisors” has the meaning set forth in Section 13.06(c).

“Affected Person” means each Credit Party and each of their respective Affiliates.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise.

“Aggregate Adjusted LC Participation Amount” means, at any time of determination, the greater of (i) the Aggregate LC Participation Amount less the Dollar Equivalent of all cash collateral held in the LC Collateral Accounts at such time and (ii) zero ($0).

“Aggregate Capital” means, at any time of determination, the aggregate outstanding Capital of all Lenders and LC Participants at such time.

“Aggregate Currency Reserves” means, at any time of determination, the sum of (i) the Euro Volatility Reserve, plus (ii) the Korean Won Volatility Reserve, plus (iii) the Pounds Sterling Volatility Reserve, plus (iv) the Indian Rupee Volatility Reserve.

2

“Aggregate Interest” means, at any time of determination, the aggregate accrued and unpaid Interest on the Loans of all Lenders at such time.

“Aggregate LC Participation Amount” means, at any time of determination, the aggregate Dollar Equivalent of all LC Participation Amounts at such time.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Alternative Currency” means (i) Euros, (ii) Pounds Sterling, (iii) Indian Rupee and (iv) Korean Won.

“Anti-Terrorism Laws” means any Applicable Law relating to terrorism financing, trade sanctions programs and embargoes, import/export licensing, money laundering or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Applicable Laws, all as amended, supplemented or replaced from time to time.

“Applicable Law” means, with respect to any Person, (x) all provisions of law, statute, treaty, constitution, ordinance, rule, regulation, ordinance, requirement, restriction, permit, executive order, certificate, decision, directive or order of any Governmental Authority applicable to such Person or any of its property and (y) all judgments, injunctions, orders, writs, decrees and awards of all courts and arbitrators in proceedings or actions in which such Person is a party or by which any of its property is bound.  For the avoidance of doubt, FATCA shall constitute an “Applicable Law” for all purposes of this Agreement.

“Assignment and Acceptance Agreement” means an assignment and acceptance agreement entered into by a Lender, an Eligible Assignee and the Administrative Agent, and, if required, the Borrower, pursuant to which such Eligible Assignee may become a party to this Agreement, in substantially the form of Exhibit C hereto.

“Attorney Costs” means and includes all fees, costs, expenses and disbursements of any law firm or other external counsel and all disbursements of internal counsel.

“Bankruptcy Code” means the United States Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et seq.), as amended from time to time.

“Base Rate” means, for any day and any Lender, a fluctuating interest rate per annum as shall be in effect from time to time, which rate shall be at all times equal to the higher of:

(a)           the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent or its Affiliate as its “reference rate” or “prime rate”, as applicable.  Such “reference rate” or “prime rate” is set by the Administrative Agent or its Affiliate based upon various factors, including such Person’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such announced rate, and is not necessarily the lowest rate charged to any customer; and

(b)           0.50% per annum above the latest Federal Funds Rate.

3

“Borrower” has the meaning specified in the preamble to this Agreement.

“Borrower Indemnified Amounts” has the meaning set forth in Section 12.01(a).

“Borrower Indemnified Party” has the meaning set forth in Section 12.01(a).

“Borrower Material Adverse Effect” means a material adverse effect on any of the following:

(a)          the assets, operations, business or financial condition of the Borrower;

(b)          the ability of the Borrower to perform its obligations under this Agreement or any other Transaction Document to which it is a party;

(c)          the validity or enforceability of this Agreement or any other Transaction Document to which the Borrower is a party, or the validity, enforceability, value or collectibility of any material portion of the Pool Receivables;

(d)          the status, perfection, enforceability or priority of the Administrative Agent’s security interest in the Collateral; or

(e)          the rights and remedies of any Credit Party under the Transaction Documents or associated with its respective interest in the Collateral.

“Borrower Obligations” means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Borrower to any Credit Party, Borrower Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, without limitation, all Capital and Interest on the Loans, reimbursement for drawings under the Letters of Credit, all Fees and all other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Borrower (in each case whether or not allowed as a claim in such proceeding).

“Borrower’s Net Worth” means, at any time of determination,  an amount equal to (i) the Outstanding Balance of all Pool Receivables at such time, minus (ii) the sum of (A) the Aggregate Capital at such time, plus (B) the Aggregate Adjusted LC Participation Amount at such time, plus (C) the Aggregate Interest at such time, plus (D) the aggregate accrued and unpaid Fees at such time, plus (E) the aggregate outstanding principal balance of all Subordinated Notes at such time, plus (F) the aggregate accrued and unpaid interest on all Subordinated Notes at such time, plus (G) without duplication, the aggregate accrued and unpaid other Borrower Obligations at such time.

“Borrowing Base” means, at any time of determination, the amount equal to the lesser of (a) the Facility Limit and (b) the amount equal to (i) the Net Receivables Pool Balance at such time, minus (ii) the Total Reserves at such time.

4

“Borrowing Base Deficit” means, at any time of determination, the amount, if any, by which (a) the Aggregate Capital plus the Aggregate Adjusted LC Participation Amount at such time, exceeds (b) the sum of (i) the Borrowing Base at such time plus (ii) the aggregate amount of Collections (if any) then being held by, and under the exclusive control of, the Administrative Agent, solely to the extent such Collections (x) have been applied to reduce the Outstanding Balance of the related Receivables for purposes of calculating the Borrowing Base in clause (i) above and (y) have not been applied in reduction of the Aggregate Capital or otherwise in accordance with the priorities for payment specified in Section 4.01(a).

“Breakage Fee” means (i) for any Interest Period for which Interest is computed by reference to LMIR and a reduction of Capital is made for any reason on any day other than a Settlement Date or (ii) to the extent that the Borrower shall for any reason, fail to borrow on the date specified by the Borrower in connection with any request for funding pursuant to Article II of this Agreement, the amount, if any, by which (A) the additional Interest (calculated without taking into account any Breakage Fee or any shortened duration of such Interest Period pursuant to the definition thereof) which would have accrued during such Interest Period on the reductions of Capital relating to such Interest Period had such reductions not been made (or, in the case of clause (ii) above, the amounts so failed to be borrowed or accepted in connection with any such request for funding by the Borrower), exceeds (B) the income, if any, received by the applicable Lender from the investment of the proceeds of such reductions of Capital (or such amounts failed to be borrowed by the Borrower).  A certificate as to the amount of any Breakage Fee (including the computation of such amount) shall be submitted by the affected Lender to the Borrower and shall be conclusive and binding for all purposes, absent manifest error.

“Business Day” means any day (other than a Saturday or Sunday) on which:  (a) banks are not authorized or required to close in Pittsburgh, Pennsylvania, or New York City, New York and (b) if this definition of “Business Day” is utilized in connection with LMIR, dealings are carried out in the London interbank market.

“Capital” means, with respect to any Lender, without duplication, the aggregate amounts (i) paid to, or on behalf of, the Borrower in connection with all Loans made by such Lender pursuant to Article II, (ii) paid by such Lender, as an LC Participant, to the LC Bank in respect of a Participation Advance made by such Lender to LC Bank pursuant to Section 3.04(b) and (iii) with respect to the Lender that is the LC Bank, paid by the LC Bank with respect to all drawings under the Letter of Credit to the extent such drawings have not been reimbursed by the Borrower or funded by Participation Advances, as reduced from time to time by Collections distributed and applied on account of such Capital pursuant to Section 4.01; provided, that if such Capital shall have been reduced by any distribution and thereafter all or a portion of such distribution is rescinded or must otherwise be returned for any reason, such Capital shall be increased by the amount of such rescinded or returned distribution as though it had not been made.

“Capital Stock” means, with respect to any Person, any and all common shares, preferred shares, interests, participations, rights in or other equivalents (however designated) of such Person’s capital stock, partnership interests, limited liability company interests, membership interests or other equivalent interests and any rights (other than debt securities convertible into or exchangeable for capital stock), warrants or options exchangeable for or convertible into such capital stock or other equity interests.

5

“Change in Control” means the occurrence of any of the following:

(a)           Parent ceases to own, directly, 100% of the issued and outstanding Capital Stock and all other equity interests of the Borrower free and clear of all Adverse Claims;

(b)           Parent ceases to own, directly or indirectly, 100% of the issued and outstanding Capital Stock, membership interests or other equity interests of any Originator free and clear of all Adverse Claims;

(c)           any Subordinated Note shall at any time cease to be owned by an Originator, free and clear of all Adverse Claims;

(d)           a “Change of Control” (as defined in the Credit Agreement) shall have occurred;

(e)           at any time prior to a Qualifying IPO of Parent, Holdings ceases to own, directly or indirectly, 100% of the issued and outstanding Capital Stock, membership interests or other equity interests of Parent; or

(f)           any “person”, “entity” or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), other than the Permitted Holders, shall at any time have acquired direct or indirect beneficial ownership of a percentage of the voting power of the outstanding Voting Stock of Holdings that exceeds 50% thereof, unless the Permitted Holders have, at such time, the right or the ability by voting power, contract or otherwise to elect or designate for election at least a majority of the board of directors of Holdings; providedthat, at any time when any of the outstanding Voting Stock of Holdings is directly or indirectly owned by a Parent Entity, all references in this clause (f) to “Holdings” (other than in this proviso) shall be deemed to refer to the ultimate Parent Entity that directly or indirectly owns such Voting Stock.

“Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (w) the final rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues, adopted by the United States bank regulatory agencies on December 15, 2009, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to the agreements reached by the Basel Committee on Banking Supervision in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems” (as amended, supplemented or otherwise modified or replaced from time to time), shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

6

“Closing Date” means May 17, 2016.

“Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.

“Collateral” has the meaning set forth in Section 5.05(a).

“Collection Account” means each account listed on Schedule II to this Agreement (as such schedule may be modified from time to time in connection with the closing or opening of any Collection Account in accordance with the terms hereof) (in each case, in the name of the Borrower) and maintained at a bank or other financial institution acting as a Collection Account Bank pursuant to an Account Control Agreement for the purpose of receiving Collections.

“Collection Account Bank” means any of the banks or other financial institutions holding one or more Collection Accounts.

“Collections” means, with respect to any Pool Receivable:  (a) all funds that are received by any Originator, the Borrower, the Servicer or any other Person on their behalf in payment of any amounts owed in respect of such Pool Receivable (including purchase price, service charges, finance charges, interest, fees and all other charges), or applied to amounts owed in respect of such Pool Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Obligor or any other Person directly or indirectly liable for the payment of such Pool Receivable and available to be applied thereon), (b) all Deemed Collections, (c) all proceeds of all Related Security with respect to such Pool Receivable and (d) all other proceeds of such Pool Receivable.

“Commitment” means, with respect to any Lender, LC Participant or LC Bank, as applicable, the maximum aggregate amount which such Person is obligated to lend or pay hereunder on account of all Loans and all drawings under all Letters of Credit, on a combined basis, as set forth on Schedule I or in such other agreement pursuant to which it became a Lender and/or LC Participant, as such amount may be modified in connection with any subsequent assignment pursuant to Section 13.03 or in connection with a reduction in the Facility Limit pursuant to Section 2.02(e) or increased pursuant to Section 2.02(g).  If the context so requires, “Commitment” also refers to a Lender’s obligation to make Loans, make Participation Advances and/or issue Letters of Credit hereunder in accordance with this Agreement.

“Concentration Percentage” means (i) for any Group A Obligor, 17.50%, (ii) for any Group B Obligor, 10.00%, (iii) for any Group C Obligor, 7.50% and (iv) for any Group D Obligor, 5.00%.

“Concentration Reserve” means, at any time of determination, an amount equal to the product of (a) the sum of the Aggregate Capital plus the Aggregate Adjusted LC Participation Amount at such time, multiplied by (b) the quotient of (i) the Concentration Reserve Percentage at such time, divided by (ii) 100% minus the Concentration Reserve Percentage at such time.

7

“Concentration Reserve Percentage” means, at any time of determination, the largest of: (a) the sum of the five (5) largest Obligor Percentages of the Group D Obligors, (b) the sum of the three (3) largest Obligor Percentages of the Group C Obligors, (c) the sum of the two (2) largest Obligor Percentages of the Group B Obligors and (d) the largest Obligor Percentage of the Group A Obligors.

“Contract” means, with respect to any Receivable, any and all contracts, instruments, agreements, leases, invoices, notes or other writings pursuant to which such Receivable arises or that evidence such Receivable or under which an Obligor becomes or is obligated to make payment in respect of such Receivable.

“Controlled Group” means all members of a controlled group of corporations or other business entities and all trades or businesses (whether or not incorporated) under common control which, together with the Parent or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code.

“Covered Entity” means (a) each of Borrower, the Servicer, each Originator, the Parent and each of Parent’s Subsidiaries and (b) each Person that, directly or indirectly, is in control of a Person described in clause (a) above.  For purposes of this definition, control of a Person shall mean the direct or indirect power to direct or cause the direction of the management and policies of such Person whether by ownership of equity interests, contract, proxy or otherwise.

“Credit Agreement” means that certain Credit Agreement, dated as of July 30, 2013 (as amended, restated, amended and restated or otherwise modified from time to time), by and among Gardener Denver Holdings, Inc. (f/k/a Renaissance Acquisition Corp.), Gardner Denver, Inc., as US borrower, the other borrowers from time to time party thereto, the lenders and letter of credit issuers from time to time party thereto, and Citibank, N.A., as administrative agent, collateral agent, swingline lender and letter of credit issuer.

“Credit and Collection Policy” means, as the context may require, those receivables credit and collection policies and practices of the Originators in effect on the Closing Date and described in Exhibit E, as modified in compliance with this Agreement.

“Credit Extension” means the making of any Loan or the issuance of any Letter of Credit or any modification, extension or renewal of any Letter of Credit.

“Credit Party” means each Lender, the LC Bank, each LC Participant and the Administrative Agent.

 “Daily Report” means a report, in substantially the form of Exhibit J.

“Daily Reporting Period” means each period beginning on the first Business Day that occurs on or after the date that is thirty days following the date on which the Administrative Agent notifies that Borrower or the Servicer to commence delivering Daily Reports after the occurrence of an Interim Report Trigger and ending on the date, if any, that an Interim Report Trigger is no longer continuing; provided, however, that each Daily Reporting Period shall continue for no less than four calendar weeks.

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“Days’ Sales Outstanding” means, for any Fiscal Month, an amount computed as of the last day of such Fiscal Month equal to:  (a) the average of the Outstanding Balance of all Pool Receivables (other than Unbilled Receivables) as of the last day of each of the three most recent Fiscal Months ended on the last day of such Fiscal Month, divided by (b) (i) the aggregate initial Outstanding Balance of all Pool Receivables (other than Unbilled Receivables) generated by the Originators during the three most recent Fiscal Months ended on the last day of such Fiscal Month, divided by (ii) 90.

“Debt” means, as to any Person at any time of determination, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of:  (i) borrowed money, (ii) amounts raised under or liabilities in respect of any bonds, debentures, notes, note purchase, acceptance or credit facility, or other similar instruments or facilities, (iii) reimbursement obligations (contingent or otherwise) under any letter of credit, (iv) any other transaction (including production payments (excluding royalties), installment purchase agreements, forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements (but not including (a) accounts payable incurred in the ordinary course of such Person’s business payable on terms customary in the trade, (b) prepaid or deferred revenue arising in the ordinary course of business and (c) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy warrants or other unperformed obligations of the seller of such asset), (v) all net obligations of such Person in respect of interest rate or currency hedges or (vi) without duplication, any Guaranty of any such Debt.

“Deemed Collections” has the meaning set forth in Section 4.01(d).

“Default Ratio” means the ratio (expressed as a percentage and rounded to the nearest 1/100 of 1%, with 5/1000th of 1% rounded upward) computed as of the last day of each Fiscal Month by dividing:  (a) the aggregate Outstanding Balance of all Pool Receivables that became Defaulted Receivables during such Fiscal Month, by (b) the aggregate initial Outstanding Balance of all Pool Receivables generated by the Originators during the month that is eight (8) Fiscal Months before such Fiscal Month, or such other number of months prior to such Fiscal Month as determined by the Administrative Agent in connection with modifying clause (a) of the definition of “Defaulted Receivable” upon not less than 15 days’ prior notice to the Borrower.

“Defaulted Receivable” means a Receivable:

(a)          as to which any payment, or part thereof, remains unpaid for more than 210 days from the original due date for such payment or such other number of days (which in any event shall exceed 120 days) after the original due date as determined by the Administrative Agent upon not less than 15 days’ prior written notice to the Borrower, for such payment;

(b)           as to which an Insolvency Proceeding shall have occurred with respect to the Obligor thereof or any other Person obligated thereon or owning any Related Security with respect thereto;

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(c)           that has been written off the applicable Originator’s or the Borrower’s books as uncollectible; or

(d)           that, consistent with the Credit and Collection Policy, should be written off the applicable Originator’s or the Borrower’s books as uncollectible;

provided, however, that in each case above such amount shall be calculated without giving effect to any netting of credits that have not been matched to a particular Receivable for the purposes of aged trial balance reporting.

“Defaulting Lender” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans or (ii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of an Insolvency Proceeding.

“Delinquency Ratio” means the ratio (expressed as a percentage and rounded to the nearest 1/100 of 1%, with 5/1000th of 1% rounded upward) computed as of the last day of each Fiscal Month by dividing:  (a) the aggregate Outstanding Balance of all Pool Receivables that were Delinquent Receivables on such day, by (b) the aggregate Outstanding Balance of all Pool Receivables on such day.

“Delinquent Receivable” means a Receivable as to which any payment, or part thereof, remains unpaid for more than 150 days from the original due date for such payment; provided, however, that such amount shall be calculated without giving effect to any netting of credits that have not been matched to a particular Receivable for the purposes of aged trial balance reporting.

“Dilution Horizon Ratio” means, for any Fiscal Month, the ratio (expressed as a percentage and rounded to the nearest 1/100th of 1%, with 5/1000th of 1% rounded upward) computed as of the last day of such Fiscal Month by dividing:  (a) the aggregate initial Outstanding Balance of all Pool Receivables (other than Unbilled Receivables) generated by the Originators during the two (2) most recently ended Fiscal Months, by (b) the Net Receivables Pool Balance as of the last day of such Fiscal Month.  Within thirty (30) days of the completion and the receipt by the Administrative Agent of the results of any annual audit or field exam of the Receivables and the servicing and origination practices of the Servicer and the Originators, the numerator of the Dilution Horizon Ratio may be adjusted by the Administrative Agent upon not less than five (5) Business Days notice to the Borrower to reflect such number of Fiscal Months as the Administrative Agent reasonably believes best reflects the business practices of the Servicer and the Originators and the actual amount of dilution and Deemed Collections that occur with respect to Pool Receivables based on the weighted average dilution lag calculation completed as part of such audit or field exam.

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“Dilution Ratio” means, for any Fiscal Month, the greater of (a) 0.50% and (b) the ratio (expressed as a percentage and rounded to the nearest 1/100th of 1%, with 5/1000th of 1% rounded upward), computed as of the last day of each Fiscal Month by dividing: (i) the aggregate amount of Deemed Collections during such Fiscal Month (other than any Deemed Collections with respect to any Receivables that were both (x) generated by an Originator during such Fiscal Month and (y) written off the applicable Originator’s or the Borrower’s books as uncollectible during such Fiscal Month), by (ii) the aggregate initial Outstanding Balance of all Pool Receivables (other than Unbilled Receivables) generated by the Originators during the Fiscal Month that is four (4) months prior to such Fiscal Month.

“Dilution Reserve” means, at any time of determination, an amount equal to the product of (a) the sum of (i) the Aggregate Capital plus the Aggregate Adjusted LC Participation Amount at such time, multiplied by (b) the quotient of (x) the Dilution Reserve Percentage at such time, divided by (y) 100% minus the Dilution Reserve Percentage at such time.

“Dilution Reserve Percentage” means, at any time of determination, the product (expressed as a percentage and rounded to the nearest 1/100th of 1%, with 5/1000th of 1% rounded upward) of (a) the Dilution Horizon Ratio, multiplied by (b) the sum of (i) 2.50 multiplied by the average of the Dilution Ratios for the twelve (12) most recent Fiscal Months, plus (ii) the Dilution Volatility Component.

“Dilution Trigger” means the percentage set forth in the Dilution Trigger Agreement as the “Dilution Trigger”.

“Dilution Trigger Agreement” mean the letter agreement entered into after the Closing Date among the Borrower, the Servicer and the Administrative Agent.

“Dilution Volatility Component” means, for any Fiscal Month, the product (expressed as a percentage and rounded to the nearest 1/100th of 1%, with 5/1000th of 1% rounded upward) of (a) the positive difference, if any, between:  (i) the highest Dilution Ratio for any Fiscal Month during the twelve (12) most recent Fiscal Months and (ii) the arithmetic average of the Dilution Ratios for such twelve (12) Fiscal Months, multiplied by (b) the quotient of (i) the highest Dilution Ratio for any Fiscal Month during the twelve (12) most recent Fiscal Months, divided by (ii) the arithmetic average of the Dilution Ratios for such twelve (12) Fiscal Months.

“Dollar Equivalent” means, on any date on which a determination thereof is to be made, with respect to (a) any amount denominated in Dollars, such amount and (b) any amount denominated in Alternative Currency, the Dollar equivalent of such amount of such Alternative Currency determined by reference to the Spot Rate determined as of such determination date.

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“Dollar LC Participation Amount” means at any time of determination, the aggregate LC Participation Amount with respect to Letters of Credit denominated in Dollars.

“Dollars” and “$” each mean the lawful currency of the United States of America.

“Drawing Date” has the meaning set forth in Section 3.04(a).

“Eligible A-Rated Foreign Obligor” means an Eligible Foreign Obligor that is organized in, or whose principal place of business is in, a country that has a long-term sovereign foreign currency rating of at least “A” by S&P or “A2” by Moody’s.

“Eligible Assignee” means (i) any Lender or any of its Affiliates, (ii) any Person managed by a Lender or any of its Affiliates and (iii) any other financial or other institution.

“Eligible Canadian Obligor” means an Obligor that is organized in or that has a head office (domicile), registered office, and chief executive office located in Canada.

“Eligible Foreign Obligor” means a Foreign Obligor whose head office (domicile), registered office and chief executive office is in a country that is not a Sanctioned Country.

“Eligible IG-Rated Foreign Obligor” means an Eligible Foreign Obligor that (i) is not an Eligible A-Rated Foreign Obligor and (ii) is organized in, or whose principal place of business is in, a country that has a long-term sovereign foreign currency rating of at least “BBB-” by S&P or “Baa3” by Moody’s.

“Eligible Non-IG-Rated Foreign Obligor” means an Eligible Foreign Obligor that is neither an Eligible A-Rated Foreign Obligor nor an Eligible IG-Rated Foreign Obligor.

“Eligible Receivable” means, at any time of determination, a Pool Receivable:

(a)           the Obligor of which is: (i) a U.S. Obligor, an Eligible Canadian Obligor or an Eligible Foreign Obligor; (ii) not a Governmental Authority, (iii) not a Sanctioned Person; (iv) not subject to any Insolvency Proceeding; (v) not an Affiliate of the Borrower, the Servicer, the Parent or any Originator; (vi) not the Obligor with respect to Delinquent Receivables with an aggregate Outstanding Balance exceeding 50% of the aggregate Outstanding Balance of all such Obligor’s Pool Receivables; (vii) not a natural person and (viii) not a material supplier to any Originator or an Affiliate of a material supplier;

(b)           that is denominated and payable only in Dollars in the United States of America, and the Obligor with respect to which has been instructed to remit Collections in respect thereof directly to a Lock-Box or Collection Account in the United States of America;

(c)           that does not have a due date which is more than 365 days after the original invoice date of such Receivable;

(d)           that arises under a Contract for the sale of goods or services in the ordinary course of the applicable Originator’s business;

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(e)           that arises under a duly authorized Contract that (i) is in full force and effect, (ii) is governed by the law of the United States of America or of any State thereof and (iii) is a legal, valid and binding obligation of the related Obligor, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(f)            that has been transferred by an Originator to the Borrower pursuant to the Purchase and Sale Agreement with respect to which transfer all conditions precedent under the Purchase and Sale Agreement have been met;

(g)           that, together with the Contract related thereto, conforms in all material respects with all Applicable Laws (including any applicable laws relating to usury, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy);

(h)          with respect to which all consents, licenses, approvals or authorizations of, or registrations or declarations with, or notices to, any Governmental Authority or other Person, required to be obtained by, effected or given to an Originator in connection with the creation of such Receivable, the execution, delivery and performance by such Originator of the related Contract or the assignment thereof under the Purchase and Sale Agreement have been duly obtained, effected or given and are in full force and effect;

(i)           that is not subject to any existing dispute, right of rescission, right of set-off, counterclaim, any other defense against the applicable Originator (or any assignee of such Originator) or Adverse Claim; provided that only the portion of such Pool Receivable subject to such dispute, right of rescission, right of set-off, counterclaim, defense or Adverse Claim shall be ineligible;

(j)            that satisfies all applicable requirements of the Credit and Collection Policy;

(k)           that, together with the Contract related thereto, has not been modified, waived or restructured since its creation, except as permitted pursuant to Section 9.02 of this Agreement;

(l)           in which the Borrower owns good and marketable title, free and clear of any Adverse Claims, and that is freely assignable (including without any consent of the related Obligor or any Governmental Authority unless such consent has been obtained) and that payments thereon are free and clear of any withholding Tax;

(m)          for which the Administrative Agent (on behalf of the Secured Parties) has a valid and enforceable first priority perfected security interest therein and in the Related Security and Collections with respect thereto in which a security interest may be perfected by the filing of a financing statement under the UCC, in each case free and clear of any Adverse Claim;

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(n)           that (x) constitutes an “account” or “general intangible” (as defined in the UCC), (y) is not evidenced by instruments or chattel paper and (z) does not constitute, or arise from the sale of, as extracted collateral (as defined in the UCC);

(o)           that is neither a Defaulted Receivable nor a Delinquent Receivable;

(p)           for which no Originator, the Borrower, the Parent or the Servicer has established any offset or netting arrangements with the related Obligor in connection with the ordinary course of payment of such Receivable;

(q)           that represents amounts earned and payable by the Obligor that are not subject to the performance of additional services by the Originator thereof or by the Borrower and the related goods or merchandise shall have been shipped and/or services performed, other than, in the case of an Eligible Unbilled Receivable, the billing or invoicing of such Receivable; provided, that if such Receivable is subject to the performance of additional services, only the portion of such Receivable attributable to such additional services shall be ineligible;

(r)          which (i) does not arise from a sale of accounts made as part of a sale of a business or constitute an assignment for the purpose of collection only, (ii) is not a transfer of a single account made in whole or partial satisfaction of a preexisting indebtedness or an assignment of a right to payment under a contract to an assignee that is also obligated to perform under the contract and (iii) is not a transfer of an interest in or an assignment of a claim under a policy of insurance;

(s)           which does not relate to the sale of any consigned goods or finished goods which have incorporated any consigned goods into such finished goods;

(t)            for which the related Originator has recognized the related revenue on its financial books and records in accordance with GAAP; and

(u)           that, if such Receivable is an Unbilled Receivable, is an Eligible Unbilled Receivable.

“Eligible Unbilled Receivable” means, at any time, any Unbilled Receivable if (a) the related Originator has recognized the related revenue on its financial books and records in accordance with GAAP, and (b) not more than 60 days have expired since the date such Unbilled Receivable arose.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder.

“ERISA Affiliate” means, with respect to any Person, any corporation, trade or business which together with the Person is a member of a controlled group of corporations or a controlled group of trades or businesses and would be deemed a “single employer” within the meaning of Sections 414(b), (c), (m) of the Code or Section 4001(b) of ERISA.

“Euro LC Participation Amount” means at any time of determination, the aggregate LC Participation Amount with respect to Letters of Credit denominated in Euros.

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“Euro-Rate Reserve Percentage” means, the maximum effective percentage in effect on such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including without limitation, supplemental, marginal, and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities”).

“Euro VAR Percentage” means the value at risk percentage determined by the Administrative Agent in its sole discretion from time to time with respect to Euro, and which shall initially be 8.00%.

“Euro Volatility Reserve” means, at any time of determination, the product of (a) the Dollar Equivalent of the Adjusted Euro LC Participation Amount, multiplied by (b) the Euro VAR Percentage.

“Euros” or “€” means the single currency of participating member states of the European Monetary Union.

“Event of Default” has the meaning specified in Section 10.01.  For the avoidance of doubt, any Event of Default that occurs shall be deemed to be continuing at all times thereafter unless and until waived in accordance with Section 13.01.

“Excess Concentration” means the sum of the following amounts, without duplication:

(a)          the sum of the amounts calculated for each of the Obligors equal to the excess (if any) of (i) the aggregate Outstanding Balance of the Eligible Receivables of such Obligor, over (ii) the product of (x) such Obligor’s Concentration Percentage, multiplied by  (y) the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool; plus

(b)          the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables, the Obligor of which is an Eligible Canadian Obligor, net of any other Excess Concentrations (if any) related to such Eligible Canadian Obligor’s Concentration Percentage, over (ii) the product of (x) 7.50%, multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool; plus

(c)          the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables, the Obligor of which is an Eligible Foreign Obligor, net of any other Excess Concentrations (if any) related to such Eligible Foreign Obligor’s Concentration Percentage, over (ii) the product of (x) 12.50%, multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool; plus

(d)          the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables, the Obligor of which is an Eligible A-Rated Foreign Obligor, net of any other Excess Concentrations (if any) related to such Eligible A-Rated Foreign Obligor’s Concentration Percentage, over (ii) the product of (x) 12.50%, multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool; plus

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(e)          the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables, the Obligor of which is an Eligible IG-Rated Foreign Obligor, net of any other Excess Concentrations (if any) related to such Eligible IG-Rated Foreign Obligor’s Concentration Percentage, over (ii) the product of (x) 5.00%, multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool; plus

(f)          the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables, the Obligor of which is an Eligible Non-IG-Rated Foreign Obligor, net of any other Excess Concentrations (if any) related to such Eligible Non-IG-Rated Foreign Obligor’s Concentration Percentage, over (ii) the product of (x) 2.50% (or such lesser percentage that the Administrative Agent may, upon not less than fifteen (15) Business Days’ notice to the Borrower, select in its sole discretion), multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool; plus

(g)          the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables as to which any payment, or part thereof, remains unpaid for more than 90 days but less than one hundred twenty-one (121) days from the original due date for such payment, over (ii) the product of (x) 10.00%, multiplied by (y) the aggregate initial Outstanding Balance of all Pool Receivables generated by the Originators during the fifth most recent Fiscal Month; plus

(h)          the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables as to which any payment, or part thereof, remains unpaid for more than 120 days but less than one hundred fifty-one (151) days from the original due date for such payment, over (ii) the product of (x) 7.50%, multiplied by (y) the aggregate initial Outstanding Balance of all Pool Receivables generated by the Originators during the sixth most recent Fiscal Month.

“Exchange Act” means the Securities Exchange Act of 1934, as amended or otherwise modified from time to time.

“Excluded Receivable” means any right to payment of a monetary obligation, whether or not earned by performance, owed to Gardner Denver Petroleum Pumps, LLC by Schlumberger Technology Corporation,  whether constituting an account, chattel paper, payment intangible, instrument or general intangible, in each instance arising in connection with the sale of goods that have been or are to be sold or for services rendered or to be rendered, and includes, without limitation, the obligation to pay any service charges, finance charges, interest, fees and other charges with respect thereto.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to an Affected Person or required to be withheld or deducted from a payment to an Affected Person: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case, (i) imposed as a result of such Affected Person being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender makes a Loan or its Commitment or (ii) such Lender changes its lending office, except in each case to the extent that amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to a Lender’s failure to comply with Section 5.03(f) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

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“Facility Limit” means $125,000,000 as reduced from time to time pursuant to Section 2.02(e) or increased pursuant to Section 2.02(g); provided, however, that at no time shall any such increase cause the Facility Limit to exceed $200,000,000.  References to the unused portion of the Facility Limit shall mean, at any time of determination, an amount equal to (x) the Facility Limit at such time, minus (y) the sum of the Aggregate Capital plus the Aggregate LC Participation Amount.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, and any laws, regulations, rules or practices adopted pursuant to any intergovernmental agreement entered into with respect to the foregoing.

“Federal Funds Rate” means, for any day, the per annum rate set forth in the weekly statistical release designated as H.15(519), or any successor publication, published by the Federal Reserve Board (including any such successor, “H.15(519)”) for such day opposite the caption “Federal Funds (Effective).”  If on any relevant day such rate is not yet published in H. 15(519), the rate for such day will be the rate set forth in the daily statistical release designated as the Composite 3:30 p.m. Quotations for U.S. Government Securities, or any successor publication, published by the Federal Reserve Bank of New York (including any such successor, the “Composite 3:30 p.m. Quotations”) for such day under the caption “Federal Funds Effective Rate.”  If on any relevant day the appropriate rate is not yet published in either H.15(519) or the Composite 3:30 p.m. Quotations, the rate for such day will be the arithmetic mean as determined by the Administrative Agent of the rates for the last transaction in overnight Federal funds arranged before 9:00 a.m. (New York City time) on that day by each of three leading brokers of Federal funds transactions in New York City selected by the Administrative Agent.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its principal functions.

“Fee Letter” has the meaning specified in Section 2.03(a).

“Fees” has the meaning specified in Section 2.03(a).

“Final Maturity Date” means the date that (i) is three hundred sixty-five (365) days following the Termination Date or (ii) such earlier date on which the Aggregate Capital and all other Borrower Obligations become due and payable pursuant to Section 10.01.

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“Final Payout Date” means the date on or after the Termination Date when (i) the Aggregate Capital and Aggregate Interest have been paid in full, (ii) the Aggregate LC Participation Amount has been reduced to zero ($0) and no Letters of Credit issued hereunder remain outstanding and undrawn, (iii) all Borrower Obligations shall have been paid in full, (iv) all other amounts owing to the Credit Parties and any other Borrower Indemnified Party or Affected Person hereunder and under the other Transaction Documents have been paid in full and (v) all accrued Servicing Fees have been paid in full.

“Financial Covenant Event” shall be deemed to have occurred if, at any time during the Compliance Period, the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio as of the last day of any Test Period ending during any Compliance Period is greater than 7.50 to 1.00.  As used in this definition, “Compliance Period,” “Consolidated Senior Secured Debt to Consolidated EBITDA Ratio” and “Test Period” (and any defined term constituting a component of such terms) have the meanings assigned to such terms in the Credit Agreement as in effect on the Closing Date without giving effect to any amendment, restatement, waiver or supplement thereto unless otherwise agreed to in writing by the Administrative Agent in its sole discretion. If at any time following the Closing Date, the Credit Agreement is amended, restated, waived, supplemented or otherwise modified to directly or indirectly modify the covenant, or any defined term constituting a component thereof, set forth in Section 10.7 of the Credit Agreement (as in effect on the Closing Date), the Administrative Agent may unilaterally (in its sole discretion) by written notice to the Borrower and each Lender modify this definition and/or Section 10.01(t) to conform to the Credit Agreement as so amended, restated, waived, supplemented or otherwise modified.

“Financial Officer” of any Person means, the president, the chief executive officer, the chief financial officer, the chief accounting officer, the principal accounting officer, the controller, the treasurer, the assistant treasurer, vice president-finance or any other senior officer of such Person designated as such in writing to the Administrative Agent by such person.

“Fiscal Month” means each calendar month.

“Foreign Obligor” means an Obligor which is a corporation or other business organization whose head office (domicile), registered office and chief executive office is in a country that is not the United States or Canada.

“GAAP” means generally accepted accounting principles in the United States of America, consistently applied.

“GDI” has the meaning specified in the preamble to this Agreement.

“Governmental Acts” has the meaning set forth in Section 3.09.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

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“Group A Obligor” means any Obligor (or its parent or majority owner, as applicable, if such Obligor is not rated) with a short-term rating of at least:  (a) “A-1” by S&P, or if such Obligor does not have a short-term rating from S&P, a rating of “A+” or better by S&P on such Obligor’s, its parent’s, or its majority owner’s (as applicable) long-term senior unsecured and uncredit-enhanced debt securities, or (b) “P-1” by Moody’s, or if such Obligor does not have a short-term rating from Moody’s, “Al” or better by Moody’s on such Obligor’s, its parent’s or its majority owner’s (as applicable) long-term senior unsecured and uncredit-enhanced debt securities; provided, that if an Obligor (or its parent or majority owner, as applicable, if such Obligor is not rated) receives a split rating from S&P and Moody’s, then such Obligor (or its parent or majority owner, as applicable) shall be deemed to have only the lower of the two rating for the purpose of determining whether such rating satisfies clauses (a) or (b) above. Notwithstanding the foregoing, any Obligor that is a Subsidiary of an Obligor that satisfies the definition of “Group A Obligor” shall be deemed to be a Group A Obligor and shall be aggregated with the Obligor that satisfies such definition for the purposes of determining the “Concentration Reserve Percentage”, the “Concentration Reserve” and clause (a) of the definition of “Excess Concentration” for such Obligors, unless such deemed Obligor separately satisfies the definition of “Group A Obligor”, “Group B Obligor”, or “Group C Obligor”, in which case such Obligor shall be separately treated as a Group A Obligor, a Group B Obligor or a Group C Obligor, as the case may be, and shall be aggregated and combined for such purposes with any of its Subsidiaries that are Obligors.

“Group B Obligor” means an Obligor (or its parent or majority owner, as applicable, if such Obligor is not rated) that is not a Group A Obligor, with a short-term rating of at least:  (a) “A-2” by S&P, or if such Obligor does not have a short-term rating from S&P, a rating of “BBB+” to “A” by S&P on such Obligor’s, its parent’s or its majority owner’s (as applicable) long-term senior unsecured and uncredit-enhanced debt securities, or (b) “P-2” by Moody’s, or if such Obligor does not have a short-term rating from Moody’s, “Baal” to “A2” by Moody’s on such Obligor’s, its parent’s or its majority owner’s (as applicable) long-term senior unsecured and uncredit-enhanced debt securities; provided, that if an Obligor (or its parent or majority owner, as applicable, if such Obligor is not rated) receives a split rating from S&P and Moody’s, then such Obligor (or its parent or majority owner, as applicable) shall be deemed to have only the lower of the two rating for the purpose of determining whether such rating satisfies clauses (a) or (b) above.  Notwithstanding the foregoing, any Obligor that is a Subsidiary of an Obligor that satisfies the definition of “Group B Obligor” shall be deemed to be a Group B Obligor and shall be aggregated with the Obligor that satisfies such definition for the purposes of determining the “Concentration Reserve Percentage”, the “Concentration Reserve” and clause (a) of the definition of “Excess Concentration” for such Obligors, unless such deemed Obligor separately satisfies the definition of “Group A Obligor”, “Group B Obligor”, or “Group C Obligor”, in which case such Obligor shall be separately treated as a Group A Obligor, a Group B Obligor or a Group C Obligor, as the case may be, and shall be aggregated and combined for such purposes with any of its Subsidiaries that are Obligors.

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“Group C Obligor” means an Obligor (or its parent or majority owner, as applicable, if such Obligor is not rated) that is not a Group A Obligor or a Group B Obligor, with a short-term rating of at least:  (a) “A-3” by S&P, or if such Obligor does not have a short-term rating from S&P, a rating of “BBB-” to “BBB” by S&P on such Obligor’s, its parent’s or it’s majority owner’s (as applicable) long-term senior unsecured and uncredit-enhanced debt securities, or (b) “P-3” by Moody’s, or if such Obligor does not have a short-term rating from Moody’s, “Baa3” to “Baa2” by Moody’s on such Obligor’s, its parent’s or its majority owner’s (as applicable) long-term senior unsecured and uncredit-enhanced debt securities; provided, that if an Obligor (or its parent or majority owner, as applicable, if such Obligor is not rated) receives a split rating from S&P and Moody’s, then such Obligor (or its parent or majority owner, as applicable) shall be deemed to have only the lower of the two rating for the purpose of determining whether such rating satisfies clauses (a) or (b) above.  Notwithstanding the foregoing, any Obligor that is a Subsidiary of an Obligor that satisfies the definition of “Group C Obligor” shall be deemed to be a Group C Obligor and shall be aggregated with the Obligor that satisfies such definition for the purposes of determining the “Concentration Reserve Percentage”, the “Concentration Reserve” and clause (a) of the definition of “Excess Concentration” for such Obligors, unless such deemed Obligor separately satisfies the definition of “Group A Obligor”, “Group B Obligor”, or “Group C Obligor”, in which case such Obligor shall be separately treated as a Group A Obligor, a Group B Obligor or a Group C Obligor, as the case may be, and shall be aggregated and combined for such purposes with any of its Subsidiaries that are Obligors.

“Group D Obligor” means any Obligor that is not a Group A Obligor, Group B Obligor or Group C Obligor; provided, that any Obligor (or its parent or majority owner, as applicable, if such Obligor is unrated) that is not rated by both Moody’s and S&P shall be a Group D Obligor.

“Guaranty” of any Person means any obligation of such Person guarantying or in effect guarantying any Debt, liability or obligation of any other Person in any manner, whether directly or indirectly, including any such liability arising by virtue of partnership agreements, including any agreement to indemnify or hold harmless any other Person, any performance bond or other suretyship arrangement and any other form of assurance against loss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business.

“Holdings” means Gardner Denver Holdings, Inc. (f/k/a Renaissance Parent Corp.), a Delaware corporation.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower or any of its Affiliates under any Transaction Document and (b) to the extent not otherwise described in clause (a) above, Other Taxes.

“Independent Director” has the meaning set forth in Section 8.03(c).

“Indian Rupee” or “INR” means the lawful currency of India.

“Indian Rupee LC Participation Amount” means at any time of determination, the aggregate LC Participation Amount with respect to Letters of Credit denominated in Indian Rupee.

“Indian Rupee VAR Percentage” means the value at risk percentage determined by the Administrative Agent in its sole discretion from time to time with respect to Indian Rupee, and which shall initially be 10.0%.

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“Indian Rupee Volatility Reserve” means, at any time of determination, the product of (a) the Dollar Equivalent of the Adjusted Indian Rupee LC Participation Amount at such time, multiplied by (b) the Indian Rupee VAR Percentage.

“Initial Investors” means Kohlberg Kravis Roberts & Co. L.P., KKR Associates North America Fund XI L.P. and KKR Renaissance Co-Invest GP LLC and each of their respective Affiliates but not including, however, any portfolio companies of any of the foregoing.

“Insolvency Proceeding” means (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors or (b) any general assignment for the benefit of creditors of a Person, composition, marshaling of assets for creditors of a Person, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors, in each of clauses (a) and (b) undertaken under U.S. Federal, state or foreign law, including the Bankruptcy Code.

“Intended Tax Treatment” has the meaning set forth in Section 13.14.

“Interest” means, for each Loan for each day during any Interest Period (or portion thereof), the amount of interest accrued on the Capital of such Loan during such Interest Period (or portion thereof) in accordance with Section 2.03(b).

“Interest Period” means, with respect to each Loan, (a) before the Termination Date:  (i) initially, the period commencing on the date such Loan is made pursuant to Section 2.01 (or in the case of any fees payable hereunder, commencing on the Closing Date) and ending on (but not including) the next Monthly Settlement Date and (ii) thereafter, each period commencing on such Monthly Settlement Date and ending on (but not including) the next Monthly Settlement Date and (b) on and after the Termination Date, such period (including a period of one day) as shall be selected from time to time by the Administrative Agent (with the consent or at the direction of the Majority Lenders) or, in the absence of any such selection, each period of 30 days from the last day of the preceding Interest Period.

“Interest Rate” means, for any day in any Interest Period for any Loan (or any portion of Capital thereof):

(a)           so long as no Event of Default has occurred and is continuing on such day, either (i) LMIR on such day or (ii) if the Base Rate is then applicable pursuant to Section 5.04, the Base Rate on such day; or

(b)          for any day while an Event of Default has occurred and is continuing, an interest rate per annum equal to the sum of 2.50% per annum plus the greater of (i) the interest rate per annum determined for such Loan and such day pursuant to clause (a) above, and (ii) the Base Rate in effect on such day;

provided, however, that no provision of this Agreement shall require the payment or permit the collection of Interest in excess of the maximum permitted by Applicable Law; provided, further, however, that Interest for any Loan shall not be considered paid by any distribution to the extent that at any time all or a portion of such distribution is rescinded or must otherwise be returned for any reason.

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“Interim Report” means each Daily Report and Weekly Report.

“Interim Report Trigger” means, at any time, (i) the sum of the Aggregate Capital plus the Aggregate Adjusted LC Participation Amount at such time, exceeds (ii) 50.0% of the Facility Limit at such time.

“Investment Company Act” means the Investment Company Act of 1940, as amended or otherwise modified from time to time.

“Korean Won” or “KRW” means the lawful currency of the Republic of Korea.

“Korean Won LC Participation Amount” means at any time of determination, the aggregate LC Participation Amount with respect to Letters of Credit denominated in Korean Won.

“Korean Won VAR Percentage” means the value at risk percentage determined by the Administrative Agent in its sole discretion from time to time with respect to Korean Won, and which shall initially be 10.0%.

“Korean Won Volatility Reserve” means, at any time of determination, the product of (a) the Dollar Equivalent of the Adjusted Korean Won LC Participation Amount at such time, multiplied by (b) the Korean Won VAR Percentage.

“LC Bank” has the meaning set forth in the preamble to this Agreement.

“LC Collateral Account” means each account at any time designated as an LC Collateral Account established and maintained by the Administrative Agent (for the benefit of the LC Bank and the LC Participants), or such other account(s) as may be so designated as such by the Administrative Agent.

“LC Fee Expectation” has the meaning set forth in Section 3.05(c).

“LC Participant” means PNC and each other Person that becomes a party to this Agreement in the capacity of an “LC Participant”.

“LC Participation Amount” means at any time of determination, and with respect to any currency, the sum of the amounts then available to be drawn under all outstanding Letters of Credit denominated in such currency.

“LC Request” means a letter in substantially the form of Exhibit A hereto executed and delivered by the Borrower to the Administrative Agent, the LC Bank and the Lenders pursuant to Section 3.02(a).

“Lender” means PNC and each other Person that becomes a party to this Agreement in the capacity of a “Lender”.

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“Lender’s Account” means, with respect to any Lender the account(s) from time to time designated in writing by such Lender to the Borrower and the Servicer for purposes of receiving payments to or for the account of such Lender and its Affiliates hereunder.

“Letter of Credit” means any stand-by letter of credit issued by the LC Bank at the request of the Borrower pursuant to this Agreement.

“Letter of Credit Application” has the meaning set forth in Section 3.02(a).

“Lien” means any ownership interest or claim, mortgage, deed of trust, pledge, lien, security interest, hypothecation, charge or other encumbrance or security arrangement of any nature whatsoever, whether voluntarily or involuntarily given, including, but not limited to, any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security and any filed financing statement or other notice of any of the foregoing (whether or not a lien or other encumbrance is created or exists at the time of the filing).

“LMIR” means for any day during any Interest Period, the interest rate per annum determined by the applicable Lender (which determination shall be conclusive absent manifest error) by dividing (i) the one-month Eurodollar rate for Dollar deposits as reported by Bloomberg Finance L.P. and shown on US0001M Screen or any other service or page that may replace such page from time to time for the purpose of displaying offered rates of leading banks for London interbank deposits in Dollars, as of 11:00 a.m. (London time) on such day, or if such day is not a Business Day, then the immediately preceding Business Day (or if not so reported, then as determined by the Administrative Agent from another recognized source for interbank quotation), in each case, changing when and as such rate changes, by (ii) a number equal to 1.00 minus the Euro-Rate Reserve Percentage on such day.  The calculation of LMIR may also be expressed by the following formula:

		One-month Eurodollar rate for Dollars shown on Bloomberg US0001M Screen or appropriate successor
LMIR	=
		1.00 - Euro-Rate Reserve Percentage

LMIRshall be adjusted on the effective date of any change in the Euro-Rate Reserve Percentage as of such effective date.  Notwithstanding the foregoing, if LMIR as determined herein would be less than zero percent (0.00%), such rate shall be deemed to be zero percent (0.00%) for purposes of this Agreement.

“Loan” means any loan made by a Lender pursuant to Section 2.02.

“Loan Request” means a letter in substantially the form of Exhibit A hereto executed and delivered by the Borrower to the Administrative Agent and the Lenders pursuant to Section 2.02(a).

“Lock-Box” means each locked postal box with respect to which a Collection Account Bank has executed an Account Control Agreement pursuant to which it has been granted exclusive access for the purpose of retrieving and processing payments made on the Receivables and which is listed on Schedule II (as such schedule may be modified from time to time in connection with the addition or removal of any Lock-Box in accordance with the terms hereof).

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“Loss Horizon Ratio” means, at any time of determination, the ratio (expressed as a percentage and rounded to the nearest 1/100 of 1%, with 5/1000th of 1% rounded upward) computed by dividing: (a) the sum of (i) the aggregate initial Outstanding Balance of all Pool Receivables generated by the Originators during the six (6) most recent Fiscal Months, plus (ii) the product of (x) the aggregate initial Outstanding Balance of all Pool Receivables generated by the Originators during the seventh most recent Fiscal Month, multiplied by 17.50%, plus (iii) if the Loss Horizon Terms Component on such date is greater than 60.0, the product of (x) 1.0 minus the quotient of (A) 60.0, divided by (B) the Loss Horizon Terms Component on such date, multiplied by (y) the aggregate initial Outstanding Balance of all Pool Receivables originated by the Originators during the sixth most recent Fiscal Month; by (b) the Net Receivables Pool Balance as of such date.

“Loss Horizon Terms Component” means, at any time of determination, (i) if the Servicer has accurately computed the Weighted Average Credit Terms on such day and provided the Administrative Agent evidence thereof reasonably satisfactory to the Administrative Agent, the Weighted Average Credit Terms on such day and (ii) otherwise, the Days’ Sales Outstanding on such day.

“Loss Reserve” means, at any time of determination, an amount equal to the product of (a) the sum of the Aggregate Capital plus the Aggregate Adjusted LC Participation Amount at such time, multiplied by (b) the quotient of (i) the Loss Reserve Percentage at such time, divided by (ii) 100% minus the Loss Reserve Percentage at such time.

“Loss Reserve Percentage” means, at any time of determination, the product (expressed as a percentage and rounded to the nearest 1/100th of 1%, with 5/1000th of 1% rounded upward) of (a) 2.50, multiplied by (b) the highest average of the Default Ratios for any three (3) consecutive Fiscal Months during the twelve (12) most recent Fiscal Months, multiplied by (c) the Loss Horizon Ratio.

“Majority Lenders” means one or more Lenders that, individually or in the aggregate, hold more than 50% of the aggregate Commitments of all Lenders (or, if the Commitments have been terminated, hold Loans with more than 50% of the Aggregate Capital).

“Material Adverse Effect” means a circumstance or condition that would, individually or in the aggregate, materially adversely affect:

(a)          the assets, operations, business or financial condition of the Parent and its Subsidiaries, taken as a whole;

(b)          the ability of the Servicer, the Performance Guarantor or any Originator, taken as a whole, to perform its obligations under this Agreement or any other Transaction Document to which it is a party;

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(c)          the validity or enforceability of this Agreement or any other Transaction Document, or the validity, enforceability, value or collectibility of any material portion of the Pool Receivables;

(d)          the status, perfection, enforceability or priority of the Administrative Agent’s security interest in the Collateral; or

(e)          the rights and remedies of any Credit Party under the Transaction Documents or associated with its respective interest in the Collateral.

“Minimum Dilution Reserve” means, at any time of determination, an amount equal to the product of (a) the sum of the Aggregate Capital plus the Aggregate Adjusted LC Participation Amount at such time, multiplied by (b) the quotient of (i) the Minimum Dilution Reserve Percentage at such time, divided by (ii) 100% minus the Minimum Dilution Reserve Percentage at such time.

“Minimum Dilution Reserve Percentage” means, at any time of determination, the product (expressed as a percentage and rounded to the nearest 1/100th of 1%, with 5/1000th of 1% rounded upward) of (a) the average of the Dilution Ratios for the twelve (12) most recent Fiscal Months, multiplied by  (b) the Dilution Horizon Ratio.

“Monthly Report” means a report in substantially the form of Exhibit F.

“Monthly Settlement Date” means the 15^th calendar day of each calendar month (or if such day is not a Business Day, the next occurring Business Day).

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto that is a nationally recognized statistical rating organization.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Borrower, the Servicer, any Originator, the Parent or any of their respective ERISA Affiliates (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code) is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

“Net Receivables Pool Balance” means, at any time of determination:  (a) the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool, minus (b) the Excess Concentration.

“Notice Date” has the meaning set forth in Section 3.02(b).

“Obligor” means, with respect to any Receivable, the Person obligated to make payments pursuant to the Contract relating to such Receivable.

“Obligor Percentage” means, at any time of determination, for each Obligor, a fraction, expressed as a percentage, (a) the numerator of which is the aggregate Outstanding Balance of the Eligible Receivables of such Obligor less the amount (if any) then included in the calculation of the Excess Concentration with respect to such Obligor and its Pool Receivables and (b) the denominator of which is the aggregate Outstanding Balance of all Eligible Receivables at such time.

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“OFAC” means the U.S. Department of Treasury’s Office of Foreign Assets Control.

“Order” has the meaning set forth in Section 3.10.

“Originator” and “Originators” have the meaning set forth in the Purchase and Sale Agreement, as the same may be modified from time to time by adding new Originators or removing Originators, in each case with the prior written consent of the Administrative Agent.

“Other Connection Taxes” means, with respect to any Affected Person, Taxes imposed as a result of a present or former connection between such Affected Person and the jurisdiction imposing such Tax (other than connections arising from such Affected Person having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Transaction Document, or sold or assigned an interest in any Loan or Transaction Document).

“Other Taxes” means any and all present or future stamp or documentary Taxes or any other similar excise or property Taxes, charges or levies or fees arising from any payment made hereunder or from the execution, delivery, filing, recording or enforcement of, or otherwise in respect of, this Agreement, the other Transaction Documents and the other documents or agreements to be delivered hereunder or thereunder, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“Outstanding Balance” means, at any time of determination, with respect to any Receivable, the then outstanding principal balance thereof.

“Parent” means Gardner Denver, Inc., a Delaware corporation.

“Parent Entity” means any Person that is a direct or indirect parent company (which may be organized as, among other things, a partnership) of Holdings and/or the Parent, as applicable; provided that for purposes of clause (f) of the definition of “Change of Control”, references to “Holdings” shall be deemed to refer to any such Parent Entity.

“Parent Group” has the meaning set forth in Section 8.03(c).

“Participant” has the meaning set forth in Section 13.03(d).

“Participant Register” has the meaning set forth in Section 13.03(e).

“Participation Advance” has the meaning set forth in Section 3.04(b).

“PATRIOT Act” has the meaning set forth in Section 13.15.

“PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.

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“Pension Plan” means a pension plan as defined in Section 3(2) of ERISA that is subject to Title IV of ERISA with respect to which any Originator, the Borrower or any other member of the Controlled Group may have any liability, contingent or otherwise.

“Percentage” means, at any time of determination, with respect to any Lender, a fraction (expressed as a percentage), (a) the numerator of which is (i) prior to the termination of all Commitments hereunder, its Commitment at such time or (ii) if all Commitments hereunder have been terminated, the aggregate outstanding Capital of all Loans being funded by such Lender at such time and (b) the denominator of which is (i) prior to the termination of all Commitments hereunder, the aggregate Commitments of all Lenders at such time or (ii) if all Commitments hereunder have been terminated, the Aggregate Capital at such time.

“Performance Guarantor” means the Parent in its capacity as guarantor under the Performance Guaranty.

“Performance Guaranty” means the Performance Guaranty, dated as of the Closing Date, by the Performance Guarantor in favor of the Administrative Agent for the benefit of the Secured Parties, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

“Permitted Holders” means each of (i) the Initial Investors and their respective Affiliates and members of management of Holdings (or its direct or indirect parent) who were holders of Capital Stock of Holdings (or its direct or indirect parent company) on July 30, 2013 and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, such Initial Investors, their respective Affiliates and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of Holdings or any other direct or indirect parent company of Holdings and (ii) any direct or indirect parent of Holdings formed not in connection with, or in contemplation of, a transaction that, assuming such parent was not formed, after giving effect thereto would constitute a Change of Control.

“Permitted Lien” means (a) the interests of the Borrower, the Administrative Agent and each of the other Secured Parties under the Transaction Documents, (b) any inchoate liens for current taxes, assessments, levies, fees and other government and similar charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been established in accordance with GAAP, but only so long as foreclosure with respect to such lien is not imminent and the use and value of the property to which the liens attach are not impaired during the pendency of such proceedings, (c) liens arising out of any judgment or award against any Originator with respect to which (i) an appeal or proceeding for review is being taken in good faith and with respect to which there shall have been secured a bond pending such appeal or proceeding for review and (ii) such judgment or award does not constitute an Event of Default, (d) any lien in favor of, or assigned to, the Administrative Agent (for the benefit of the Secured Parties) and (e) any Lien on the Capital Stock or other equity interests of the Originators (excluding, for the avoidance of doubt, any Lien on the Capital Stock of the Borrower) granted in connection with the Credit Agreement (or any refinancing thereof) in favor of the secured parties thereunder.

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“Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or any Governmental Authority.

“PNC” has the meaning set forth in the preamble to this Agreement.

“Pool Receivable” means a Receivable in the Receivables Pool.

“Portion of Capital” means, with respect to any Lender and its related Capital, the portion of such Capital being funded or maintained by such Lender by reference to a particular interest rate basis.

“Pounds Sterling” or “£” means the lawful currency of the United Kingdom of Great Britain and Northern Ireland.

“Pounds Sterling LC Participation Amount” means at any time of determination, the aggregate LC Participation Amount with respect to Letters of Credit denominated in Pounds Sterling.

“Pounds Sterling VAR Percentage” means the value at risk percentage determined by the Administrative Agent in its sole discretion from time to time with respect to Pounds Sterling, and which shall initially be 10.0%.

“Pounds Sterling Volatility Reserve” means, at any time of determination, the product of (a) the Dollar Equivalent of the Adjusted Pounds Sterling LC Participation Amount, multiplied by (b) the Pounds Sterling VAR Percentage.

“Pro Rata Share” means, as to any LC Participant, a fraction, the numerator of which equals the Commitment of such LC Participant at such time and the denominator of which equals the aggregate of the Commitments of all LC Participants at such time.

“Purchase and Sale Agreement” means the Purchase and Sale Agreement, dated as of the Closing Date, among the Servicer, the Originators and the Borrower, as such agreement may be amended, supplemented or otherwise modified from time to time.

“Purchase and Sale Termination Event” has the meaning set forth in the Purchase and Sale Agreement.

“Qualifying IPO” means the issuance by any Person of its common equity interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering) or in a firm commitment underwritten offering (or series of related offerings of securities to the public pursuant to a final prospectus) made pursuant to the Securities Act.

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“Receivable” means any right to payment of a monetary obligation, whether or not earned by performance, owed to any Originator or the Borrower (as assignee of an Originator), whether constituting an account, chattel paper, payment intangible, instrument or general intangible, in each instance arising in connection with the sale of goods that have been or are to be sold or for services rendered or to be rendered, and includes, without limitation, the obligation to pay any service charges, finance charges, interest, fees and other charges with respect thereto; provided, however, that “Receivable” does not include any Excluded Receivable.  Any such right to payment arising from any one transaction, including, without limitation, any such right to payment represented by an individual invoice or agreement, shall constitute a Receivable separate from a Receivable consisting of any such right to payment arising from any other transaction.

“Receivables Pool” means, at any time of determination, all of the then outstanding Receivables transferred (or purported to be transferred) to the Borrower pursuant to the Purchase and Sale Agreement prior to the Termination Date.

“Register” has the meaning set forth in Section 13.03(b).

“Reimbursement Obligation” has the meaning set forth in Section 3.04(a).

“Related Rights” has the meaning set forth in Section 1.1 of the Purchase and Sale Agreement.

“Related Security” means, with respect to any Receivable:

(a)           all of the Borrower’s and each Originator’s interest in any goods (including returned goods), and documentation of title evidencing the shipment or storage of any goods (including returned goods), the sale of which gave rise to such Receivable;

(b)           all instruments and chattel paper that may evidence such Receivable;

(c)          all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all UCC financing statements or similar filings relating thereto;

(d)          all of the Borrower’s and each Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise;

(e)          all books and records of the Borrower and each Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC);

(f)           all of the Borrower’s rights, interests and claims under the Purchase and Sale Agreement and the other Transaction Documents; and

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(g)           all Collections and other proceeds (as defined in the UCC) of any of the foregoing.

“Release” has the meaning set forth in Section 4.01(a).

“Reportable Compliance Event” means that any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, or custodially detained in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations is in actual or probable violation of any Anti-Terrorism Law.

“Reportable Event” means any reportable event as defined in Section 4043(c) of ERISA or the regulations issued thereunder with respect to a Pension Plan (other than a Pension Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code).

“Representatives” has the meaning set forth in Section 13.06(c).

“Required Capital Amount” means $5,000,000.

“Restricted Payments” has the meaning set forth in Section 8.01(r).

“S&P” means Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business, and any successor thereto that is a nationally recognized statistical rating organization.

“Sanctioned Country” means a country subject to a comprehensive countrywide or territory-wide sanctions program maintained under any Anti-Terrorism Law.

“Sanctioned Person”  (i) A person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by OFAC available at: http://www.treasury.gov/resource-center/sanctions/SDN List/Pages/default.aspx, or as otherwise published from time to time, (ii) (A) an agency of the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country or (C) a person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC, or (iii) any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person, group, regime, entity or thing, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any Anti-Terrorism Law.

“Scheduled Termination Date” means December 30, 2020.

“SEC” means the U.S. Securities and Exchange Commission or any governmental agencies substituted therefor.

“Secured Parties” means each Credit Party, each Borrower Indemnified Party and each Affected Person.

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“Securities Act” means the Securities Act of 1933, as amended or otherwise modified from time to time.

“Servicer” has the meaning set forth in the preamble to this Agreement, including any successor Servicer pursuant to Section 9.01.

“Servicer Indemnified Amounts” has the meaning set forth in Section 12.02(a).

“Servicer Indemnified Party” has the meaning set forth in Section 12.02(a).

“Servicing Fee” means the fee referred to in Section 9.06(a).

“Servicing Fee Rate” means the rate referred to in Section 9.06(a).

“Settlement Date” means with respect to any Portion of Capital for any Interest Period or any Interest or Fees, (i) prior to the Termination Date and so long as no Event of Default has occurred and is continuing, the Monthly Settlement Date and (ii) on and after the Termination Date or if an Event of Default has occurred and is continuing, each day selected from time to time by the Administrative Agent (with the consent or at the direction of the Majority Lenders) (it being understood that the Administrative Agent (with the consent or at the direction of the Majority Lenders) may select such Settlement Date to occur as frequently as daily), or, in the absence of such selection, the Monthly Settlement Date.

“Solvent” means, with respect to any Person and as of any particular date, (i) the present fair market value (or present fair saleable value) of the assets of such Person is not less than the total amount required to pay the probable liabilities of such Person on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (ii) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (iii) such Person is not incurring debts or liabilities beyond its ability to pay such debts and liabilities as they mature and (iv) such Person is not engaged in any business or transaction, and is not about to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged.

“Spot Rate” means, on any day, for the purpose of determining the Dollar Equivalent of any amount denominated in a currency other than Dollars, the exchange rate at which such currency may be exchanged into Dollars as set forth at approximately 11:00 a.m. New York City time, on such day as published on the Bloomberg Key Cross-Currency Rates Page for such currency.  In the event that such rate does not appear on any Bloomberg Key Cross Currency Rates Page, the Spot Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be selected by the Administrative Agent or, in the absence of such a selection or publicly available service, such Spot Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 11:00 a.m. New York time, on such date for the purchase of Dollars with the applicable currency for delivery two (2) Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

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“Structuring Agent” means PNC Capital Markets LLC, a Pennsylvania limited liability company.

“Subordinated Note” has the meaning set forth in the Purchase and Sale Agreement.

“Sub-Servicer” has the meaning set forth in Section 9.01(d).

“Subsidiary” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock of each class or other interests having ordinary voting power (other than stock or other interests having such power only by reason of the happening of a contingency) to elect a majority of the Board of Directors or other managers of such entity are at the time owned, or management of which is otherwise controlled:  (a) by such Person, (b) by one or more Subsidiaries of such Person or (c) by such Person and one or more Subsidiaries of such Person.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority and all interest, penalties or additions to tax with respect thereto.

“Termination Date” means the earliest to occur of (a) the Scheduled Termination Date, (b) the date on which the “Termination Date” is declared or deemed to have occurred under Section 10.01, (c) the date selected by the Borrower on which all Commitments have been reduced to zero pursuant to Section 2.02(e) and (d) the date (if any) on which the Borrower, the Servicer or any Originator delivers to the Administrative Agent a written notice that the Borrower is unable to pay the Purchase Price for Receivables and Related Rights pursuant to Section 3.2 of the Purchase and Sale Agreement.

“Total Reserves” means, at any time of determination, an amount equal to the sum of:  (a) the Yield Reserve, plus (b) the greater of (i) the sum of the Concentration Reserve plus the Minimum Dilution Reserve and (ii) the sum of the Loss Reserve plus the Dilution Reserve, plus (c) the Aggregate Currency Reserves.

“Transaction Documents” means this Agreement, the Purchase and Sale Agreement, the Account Control Agreements, the Fee Letter, Dilution Trigger Agreement, each Subordinated Note, the Performance Guaranty and all other certificates, instruments, UCC financing statements, reports, notices, agreements and documents executed or delivered under or in connection with this Agreement, in each case as the same may be amended, supplemented or otherwise modified from time to time in accordance with this Agreement.

“UCC” means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction.

“Unmatured Event of Default” means an event that but for notice or lapse of time or both would constitute an Event of Default.

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“Unbilled Receivable” means, at any time, any Receivable as to which the invoice or bill with respect thereto has not yet been sent to the Obligor therefor.

“U.S. Obligor” means an Obligor that is a corporation or other business organization and is organized under the laws of the United States of America (or of a United States of America territory, district, state, commonwealth, or possession, including, without limitation, Puerto Rico and the U.S. Virgin Islands) or any political subdivision thereof.

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 5.03(f)(ii)(B)(3).

“Volcker Rule” means Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder.

“Voting Stock” means, with respect to any Person as of any date, the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

“Weekly Report” means a report, in substantially the form of Exhibit I.

“Weekly Reporting Date” means Wednesday of each week or, if such day is not a Business Day, the immediately following Business Day.

“Weekly Reporting Period” means each period beginning on the first Weekly Reporting Date that occurs on or after the date that is fifteen days following the date on which the Administrative Agent notifies that Borrower or the Servicer to commence delivering Weekly Reports after the occurrence of an Interim Report Trigger and ending on the date, if any, that an Interim Report Trigger is no longer continuing; provided, however, that each Weekly Reporting Period shall continuing for no less than four calendar weeks.

“Weighted Average Credit Terms” means for any Fiscal Month, the weighted average (weighted based on Outstanding Balance) payment terms (computed in days and calculated based on the difference between the original invoice date and the stated due date for payment) of invoices for all Receivables (other than Delinquent Receivables) in the Receivables Pool as of the last day of such Fiscal Month.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Yield Reserve” means, at any time of determination, an amount equal to the product of (a) the sum of the Aggregate Capital plus the Aggregate Adjusted LC Participation Amount at such time, multiplied by (b) the quotient of (i) the Yield Reserve Percentage at such time, divided by (ii) 100% minus the Yield Reserve Percentage at such time.

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“Yield Reserve Percentage” means, at any time of determination:

1.50 x DSO x (BR + SFR)

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where:

BR	=	the Base Rate;
DSO	=	the Days’ Sales Outstanding for the most recently ended Fiscal Month; and
SFR	=	the Servicing Fee Rate.

SECTION 1.02.   Other Interpretative Matters.  All accounting terms not specifically defined herein shall be construed in accordance with GAAP.  All terms used in Article 9 of the UCC in the State of New York and not specifically defined herein, are used herein as defined in such Article 9.  Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule”, “Exhibit” or “Annex” shall mean articles and sections of, and schedules, exhibits and annexes to, this Agreement.  For purposes of this Agreement, the other Transaction Documents and all such certificates and other documents, unless the context otherwise requires: (a) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (b) the words “hereof,” “herein” and “hereunder” and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (c) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (d) the term “including” means “including without limitation”; (e) references to any Applicable Law refer to that Applicable Law as amended from time to time and include any successor Applicable Law; (f) references to any agreement refer to that agreement as from time to time amended, restated or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (g) references to any Person include that Person’s permitted successors and assigns; (h) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (i) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term “from” means “from and including”, and the terms “to” and “until” each means “to but excluding”; (j) terms in one gender include the parallel terms in the neuter and opposite gender; (k) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day and (l) the term “or” is not exclusive.

ARTICLE II

TERMS OF THE LOANS

SECTION 2.01.  Loan Facility.  Upon a request by the Borrower pursuant to Section 2.02, and on the terms and subject to the conditions hereinafter set forth, the Lenders shall, ratably in accordance with their respective Commitments, severally and not jointly, make Loans to the Borrower from time to time during the period from the Closing Date to the Termination Date.  Under no circumstances shall any Lender be obligated to make any such Loan if, after giving effect to such Loan:

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(i)          the Aggregate Capital plus the Aggregate LC Participation Amount would exceed the Facility Limit at such time;

(ii)         the sum of (A) the aggregate outstanding Capital of such Lender plus (B) the related LC Participant’s Pro Rata Share of the Aggregate LC Participation Amount, would exceed the Commitment of such Lender; or

(iii)        the Aggregate Capital plus the Aggregate Adjusted LC Participation Amount would exceed the Borrowing Base at such time.

SECTION 2.02.  Making Loans; Repayment of Loans.  (a) Each Loan hereunder shall be denominated in Dollars and made upon the written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A.  Each such request for a Loan shall be made no later than noon (New York City time) on the date such requested Loan is to be made (it being understood that any such request made after such time shall be deemed to have been made on the following Business Day) and shall specify (i) the amount of the Loan(s) requested (which shall not be less than $100,000 and shall be an integral multiple of $100,000 in excess thereof), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).

(b)          No later than 2:30 p.m. (New York City time) on the date of each Loan specified in the applicable Loan Request, the Lenders shall, upon satisfaction of the applicable conditions set forth in Article VI and pursuant to the other conditions set forth in this Article II, make available to the Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in the related Loan Request.

(c)          Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan hereunder).

(d)          The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date.  Prior thereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01 and otherwise in accordance therewith.  Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon the written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit B; provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an integral multiple of $100,000 in excess thereof; provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid on the immediately following Settlement Date.

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(e)          The Borrower may, at any time upon at least fifteen (15) days’ prior written notice to the Administrative Agent and each Lender, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part.  Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less than $50,000,000.  In connection with any partial reduction in the Facility Limit, the Commitment of each Lender and LC Participant shall be ratably reduced.

(f)          In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to (A) repay the Capital of each Lender such that its Capital will not exceed its Commitment as so reduced and (B) pay all other outstanding Borrower Obligations with respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower Obligations is allocable solely to that portion of the Commitments being reduced or has arisen solely as a result of such reduction, all of such portion) including, without duplication, any associated Breakage Fees.  Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the reduction of the Aggregate Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, by paying such amounts to the Lenders.  Notwithstanding the forgoing, any such reduction of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the Aggregate LC Participation Amount, would exceed such Lender’s Commitment.

(g)         Increases in Commitments.  Provided that no Event of Default, Purchase and Sale Termination Event, Unmatured Event of Default or Unmatured Purchase and Sale Termination Event has occurred and is continuing, upon notice to the Administrative Agent, each Lender and each LC Participant, the Borrower may request on a one-time basis that each of the Lenders and each of the LC Participants ratably increase their respective Commitments, in an aggregate amount such that after giving effect thereto the Facility Limit shall not exceed $200,000,000. At the time of sending such notice with respect to the Lenders and the LC Participants, the Borrower (in consultation with the Administrative Agent) shall specify (i) the aggregate amount of such increase (such amount, the “Requested Facility Limit Increase”) and (ii) the time period within which the Lenders and the LC Participants are requested to respond to the Borrower’s request (which shall in no event be less than fifteen (15) days from the date of delivery of such notice to the Administrative Agent, the Lenders and the LC Participants, unless such shorter period is agreed to by the Administrative Agent and the applicable Lender(s)). Each of the Lenders and each of the LC Participants shall notify the Administrative Agent, the Borrower and the Servicer within the applicable time period (which shall not be less than fifteen (15) days or such shorter period agreed to by the Administrative Agent and the applicable Lender(s)) whether or not such Lender or such LC Participant agrees, in its sole discretion, to make such ratable increase to such Lender’s or such LC Participant’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any Lender or any LC Participant not responding within such time period shall be deemed to have declined to consent to an increase in such Lender’s or such LC Participant’s Commitment. If the Commitment of any Lender or any LC Participant is increased in accordance with this clause (g), the Administrative Agent, the Lender, the LC Participant, the Borrower and the Servicer shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase and, if applicable, rebalance Capital among the Lenders such that after giving effect thereto, the aggregate outstanding Capital of the Lenders is distributed ratably among the Lenders; it being understood and agreed that the Administrative Agent, any Lender or any LC Participant increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested by such Lender, such LC Participant or the Administrative Agent.

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SECTION 2.03.   Interest and Fees.

(a)          On each Settlement Date, the Borrower shall, in accordance with the terms and priorities for payment set forth in Section 4.01, pay to each Lender, each LC Participant, the LC Bank, the Administrative Agent and the Structuring Agent certain fees (collectively, the “Fees”) in the amounts set forth in the fee letter agreements from time to time entered into, among the Borrower, the Lenders, the LC Participants, the LC Bank and/or the Administrative Agent (each such fee letter agreement, as amended, restated, supplemented or otherwise modified from time to time, collectively being referred to herein as the “Fee Letter”).  Commitment Fees (as defined in the Fee Letter) shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender as provided in Section 2.05.

(b)          Each Loan of each Lender and the Capital thereof (without duplication) shall accrue interest on each day when such Capital remains outstanding at the then applicable Interest Rate for such Loan.  The Borrower shall pay all Interest, Fees and Breakage Fees accrued during each Interest Period on each Settlement Date in accordance with the terms and priorities for payment set forth in Section 4.01.

SECTION 2.04.   Records of Loans and Participation Advances.  Each Lender shall record in its records, the date and amount of each Loan and Participation Advance made by such Lender hereunder, the Interest Rate with respect thereto, the Interest accrued thereon and each repayment and payment thereof.  Subject to Section 13.03(c), such records shall be conclusive and binding absent manifest error.  The failure to so record any such information or any error in so recording any such information shall not, however, limit or otherwise affect the obligations of the Borrower hereunder or under the other Transaction Documents to repay the Capital of each Lender, together with all Interest accruing thereon and all other Borrower Obligations.

SECTION 2.05.   Defaulting Lenders.  Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

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(a)          Commitment Fees (as defined in the Fee Letter) shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender.

(b)         The Commitment and Capital of such Defaulting Lender shall not be included in determining whether the Majority Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 13.01); provided, that, this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby (if such Lender is directly affected thereby).

(c)          In the event that the Administrative Agent, the Borrower and the Servicer each agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Pro Rata Percentage; provided, that no adjustments shall be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender, and provided, further, that except to the extent otherwise agreed by the affected parties, no change hereunder from Defaulting Lender to Lender that is not a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

ARTICLE III

LETTER OF CREDIT FACILITY

SECTION 3.01.   Letters of Credit.

(a)         Subject to the terms and conditions hereof and the satisfaction of the applicable conditions set forth in Article VI, the LC Bank shall issue or cause the issuance of Letters of Credit denominated in either Dollars or an Alternative Currency on behalf of the Borrower (and, if applicable, on behalf of, or for the account of, an Originator or an Affiliate of such Originator in favor of such beneficiaries as such Originator or an Affiliate of such Originator may elect with the consent of the Borrower); provided, however, that the LC Bank shall be under no obligation to issue or cause the issuance of any Letters of Credit denominated in an Alternative Currency and any such issuance shall occur in the sole and absolute discretion of the LC Bank; provided further, however, that the LC Bank will not be required to issue or cause to be issued any Letters of Credit to the extent that after giving effect thereto:

(i)          the Aggregate Capital plus the Aggregate LC Participation Amount would exceed the Facility Limit at such time;

(ii)         the Aggregate Capital plus the Aggregate Adjusted LC Participation Amount would exceed the Borrowing Base at such time; or

(iii)        the Aggregate LC Participation Amount would exceed the aggregate of the Commitments of the LC Participants at such time.

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(b)        Notwithstanding anything to the contrary set forth herein or in any other Transaction Document, the LC Bank shall be under no obligation to issue Letters of Credit requested by the Borrower which are denominated in an Alternative Currency if the LC Bank notifies the Borrower on or prior to the date of such issuance that the issuance of such Letter of Credit, or the funding of any draw thereunder has been made or, in the case of a draw, would be made, impracticable or unlawful by compliance by the LC Bank in good-faith with any Applicable Law or any request or directive of any Governmental Authority (whether or not having the force of law).

(c)          Interest shall accrue on all amounts drawn under Letters of Credit for each day on and after the applicable Drawing Date so long as such drawn amounts shall have not been reimbursed to the LC Bank pursuant to the terms hereof.

SECTION 3.02.  Issuance of Letters of Credit; Participations.

(a)         The Borrower may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before noon (New York City time), to issue a Letter of Credit by delivering to the Administrative Agent, each Lender and the LC Bank, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Exhibit D attached hereto and an LC Request, in each case completed to the satisfaction of the Administrative Agent and the LC Bank; and such other certificates, documents and other papers and information as the Administrative Agent or the LC Bank may reasonably request.

(b)         Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than twelve (12) months after the Scheduled Termination Date.  The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Scheduled Termination Date or (y) the LC Bank determines that any condition precedent (including, without limitation, those set forth in Sections 3.01 and Article VI) to issuing such Letter of Credit hereunder are not satisfied (other than any such condition requiring the Borrower to submit an LC Request or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Borrower and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended).  Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank.

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(c)         Immediately upon the issuance by the LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Pro Rata Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Borrower hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this clause (c) to reflect the new Pro Rata Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be.  In the event that the LC Bank makes any payment under any Letter of Credit and the Borrower shall not have reimbursed such amount in full to the LC Bank pursuant to Section 3.04(a), each LC Participant shall be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 3.04(b).

SECTION 3.03.   Requirements For Issuance of Letters of Credit.  The Borrower shall authorize and direct the LC Bank to name the Borrower, an Originator or an Affiliate of an Originator as the “Applicant” or “Account Party” of each Letter of Credit.

SECTION 3.04.   Disbursements, Reimbursement.

(a)         In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrative Agent and the Borrower of such request.  The Borrower shall reimburse (such obligation to reimburse the LC Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank in Dollars prior to 5:00 p.m. (New York City time), on each date that an amount is paid by the LC Bank under any Letter of Credit (each such date, a “Drawing Date”) in an amount equal to the Dollar Equivalent amount so paid by the LC Bank.  In the event the Borrower fails to reimburse the LC Bank for the full Dollar Equivalent amount of any drawing under any Letter of Credit by 5:00 p.m. (New York City time) on the Drawing Date (including because the conditions precedent to a Loan requested by the Borrower pursuant to Section 2.01 shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof.  Any notice given by the LC Bank pursuant to this Section may be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice.

(b)         Each LC Participant shall upon any notice pursuant to clause (a) above make available to the LC Bank an amount in Dollars in immediately available funds equal to its Pro Rata Share of the Dollar Equivalent amount of the drawing (a “Participation Advance”), whereupon the LC Participants shall each be deemed to have made a Loan in Dollars to the Borrower in that amount.  If any LC Participant so notified fails to make available to the LC Bank the amount in Dollars of such LC Participant’s Pro Rata Share of such Dollar Equivalent amount by 2:00 p.m. (New York City time) on the Drawing Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Drawing Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Drawing Date and (ii) at a rate per annum equal to the Base Rate on and after the fourth day following the Drawing Date.  The LC Bank will promptly give notice to each LC Participant of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any LC Participant to effect such payment on such date shall not relieve such LC Participant from its obligation under this clause (b).  Each LC Participant’s Commitment shall continue until the last to occur of any of the following events:  (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder, (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Credit Parties have been fully reimbursed for all payments made under or relating to Letters of Credit.

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SECTION 3.05.   Repayment of Participation Advances.

(a)          Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the LC Bank or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant.

(b)         If the LC Bank is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by the Borrower to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant.

(c)          If any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Accounts shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the Dollar Equivalent of the aggregate undrawn face amount of such Letters of Credit plus the Dollar Equivalent of all related fees to accrue through the stated expiration dates thereof, including any customary presentation, amendment and other processing fees, and other standard costs and charges, of the LC Bank relating to letters of credit (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”); provided, however, that as of any date of determination, the LC Fee Expectation shall not exceed an amount equal to the product of (i) the sum of (x) the LC Participation Rate (as defined in the Fee Letter), plus (y) the LC Fronting Fee Rate (as defined in the Fee Letter), plus (z) 0.50%, times (ii) the aggregate undrawn face amount of such Letters of Credit as of such date of determination.

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SECTION 3.06.   Documentation; Documentary and Processing Charges.  The Borrower agrees to be bound by the terms of the Letter of Credit Application and by the LC Bank’s interpretations of any Letter of Credit issued for the Borrower and by the LC Bank’s written regulations and customary practices relating to letters of credit, though the LC Bank’s interpretation of such regulations and practices may be different from the Borrower’s own.  In the event of a conflict between the Letter of Credit Application and this Agreement, this Agreement shall govern.  The LC Bank shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following the Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto.  In addition to any other fees or expenses owing under the Fee Letter or any other Transaction Document or otherwise pursuant to any Letter of Credit Application, the Borrower shall pay to the LC Bank for its own account any customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the LC Bank relating to letters of credit as from time to time in effect.  Such customary fees shall be due and payable upon demand and shall be nonrefundable.

SECTION 3.07.   Determination to Honor Drawing Request.  In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, the LC Bank shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit and that any other drawing condition appearing on the face of such Letter of Credit has been satisfied in the manner so set forth.

SECTION 3.08.   Nature of Participation and Reimbursement Obligations.  Each LC Participant’s obligation in accordance with this Agreement to make Participation Advances as a result of a drawing under a Letter of Credit, and the obligations of the Borrower to reimburse the LC Bank upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and under all circumstances, including the following circumstances:

(i)        any set-off, counterclaim, recoupment, defense or other right which such LC Participant may have against the LC Bank, the other Credit Parties, the Borrower, the Servicer, an Originator, the Performance Guarantor or any other Person for any reason whatsoever;

(ii)       the failure of the Borrower or any other Person to comply with the conditions set forth in this Agreement for the making of a purchase, reinvestments, requests for Letters of Credit or otherwise, it being acknowledged that such conditions are not required for the making of Participation Advances hereunder;

(iii)      any lack of validity or enforceability of any Letter of Credit or any set-off, counterclaim, recoupment, defense or other right which the Borrower, the Performance Guarantor, the Servicer, an Originator or any Affiliate thereof on behalf of which a Letter of Credit has been issued may have against the LC Bank, or any other Credit Party or any other Person for any reason whatsoever;

(iv)      any claim of breach of warranty that might be made by the Borrower, an Originator or any Affiliate thereof, the LC Bank, or any LC Participant against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, defense or other right which the Borrower, the Servicer, the LC Bank or any LC Participant may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the LC Bank, any other Credit Party or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or any Affiliates of the Borrower and the beneficiary for which any Letter of Credit was procured);

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(v)       the lack of power or authority of any signer of, or lack of validity, sufficiency, accuracy, enforceability or genuineness of, any draft, demand, instrument, certificate or other document presented under any Letter of Credit, or any such draft, demand, instrument, certificate or other document proving to be forged, fraudulent, invalid, defective or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, even if the Administrative Agent or the LC Bank has been notified thereof;

(vi)      payment by the LC Bank under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit;

(vii)     the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit;

(viii)    any failure by the LC Bank or any of the LC Bank’s Affiliates to issue any Letter of Credit in the form requested by the Borrower;

(ix)      any Material Adverse Effect or Borrower Material Adverse Effect;

(x)       any breach of this Agreement or any other Transaction Document by any party thereto;

(xi)      the occurrence or continuance of an Insolvency Proceeding with respect to the Borrower, the Performance Guarantor, any Originator or any Affiliate thereof;

(xii)     the fact that an Event of Default or an Unmatured Event of Default shall have occurred and be continuing;

(xiii)    the fact that this Agreement or the obligations of the Borrower or the Servicer hereunder shall have been terminated; and

(xiv)    any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

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SECTION 3.09.   Indemnity.  In addition to other amounts payable hereunder, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, the LC Bank, each LC Participant, each other Credit Party and each of the LC Bank’s Affiliates that have issued a Letter of Credit from and against any and all claims, demands, liabilities, damages, taxes, penalties, interest, judgments, losses, costs, charges and expenses (including Attorney Costs) which the Administrative Agent, the LC Bank, any LC Participant, any other Credit Party or any of their respective Affiliates may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit (including any losses resulting from the amount of any Alternative Currency purchased by the LC Bank with the proceeds of Dollars received from the Borrower or any LC Participant in connection with any drawing under a Letter of Credit denominated in an Alternative Currency for any reason falling short of the amount of the applicable Alternative Currency paid by the LC Bank in connection with such drawing), except to the extent resulting from (a) the gross negligence or willful misconduct of the party to be indemnified as determined by a final non-appealable judgment of a court of competent jurisdiction or (b) the wrongful dishonor by the LC Bank or any of its Affiliates of a proper demand for payment made under any Letter of Credit, except if such dishonor resulted from any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”).  Under no circumstances shall the Servicer (or any Affiliate thereof (other than the Borrower)) have any reimbursement or recourse obligations in respect of any Letter of Credit.

SECTION 3.10.   Liability for Acts and Omissions.  As between the Borrower, on the one hand, and the Administrative Agent, the LC Bank, the LC Participants, and the other Credit Parties, on the other, the Borrower assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by, the respective beneficiaries of such Letter of Credit. In furtherance and not in limitation of the foregoing, none of the Administrative Agent, the LC Bank, the LC Participants, or any other Credit Party shall be responsible for any of the following, including any losses or damages to the Borrower, any of its Affiliates or any other Person or property related therefrom: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the LC Bank, any LC Participant or any other Credit Party shall have been notified thereof); (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of the Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, electronic mail, cable, telegraph, telex, facsimile or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Administrative Agent, the LC Bank, the LC Participants, and the other Credit Parties, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Bank’s rights or powers hereunder.  In no event shall the Administrative Agent, the LC Bank, the LC Participants, or the other Credit Parties or their respective Affiliates, be liable to the Borrower or any other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation Attorney Costs), or for any damages resulting from any change in the value of any property relating to a Letter of Credit.

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Without limiting the generality of the foregoing, the Administrative Agent, the LC Bank, the LC Participants, and the other Credit Parties and each of their respective Affiliates (i) may rely on any written communication believed in good faith by such Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit; (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the LC Bank or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Administrative Agent, the LC Bank, the LC Participants, or the other Credit Parties or their respective Affiliates, in any way related to any order issued at the applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and may honor any drawing in connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.

In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the LC Bank under or in connection with any Letter of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, shall not put the LC Bank under any resulting liability to the Borrower, any Credit Party or any other Person.

SECTION 3.11.   LC Collateral Accounts.

(a)          Provided that no Event of Default or Unmatured Event of Default has occurred and is continuing and the Termination Date has not occurred, the Borrower may from time to time advise the Administrative Agent and each Lender in writing of its desire to convert certain amounts that are on deposit in an LC Collateral Account and that are denominated in one currency to another currency that is either denominated in Dollars or an Alternative Currency.  Following receipt of such request, the Administrative Agent shall notify the Borrower in writing whether or not the Administrative Agent is agreeable to such conversion; provided, however, that if the Administrative Agent fails to so notify the Borrower within one Business Day, the Administrative Agent shall be deemed to have declined such conversion request.  In the event that the Administrative Agent has so notified the Borrower in writing that it is agreeable to such conversion, the Borrower and the Administrative Agent shall enter into such documents as the Administrative Agent may deem necessary or appropriate to effect such conversion, and such conversion shall occur at such exchange rate as agreed to in writing between the Administrative Agent and the Borrower.

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(b)         At any time that an Event of Default or Unmatured Event of Default has occurred and is continuing or at any time on or after the occurrence of the Termination Date, so long as any of (i) the Adjusted Euro LC Participation Amount, (ii) the Adjusted Korean Won LC Participation Amount, (iii) the Adjusted Indian Rupee LC Participation Amount or (iv) the Adjusted Pounds Sterling LC Participation Amount, in any event, is greater than zero, the Administrative Agent may, in its sole discretion, convert any amounts that are on deposit in an LC Collateral Account and that are denominated in one currency to either Dollars or an Alternative Currency.  Any such conversion shall occur at the exchange rate reasonably determined by the Administrative Agent to exist at such time of conversion and which is available to the Administrative Agent at such time of conversion.

(c)         In connection with any such conversion occurring pursuant to this Section 3.11, the Borrower shall promptly pay the Administrative Agent all customary fees and expenses as well as standard costs and charges of the Administrative Agent in connection with such conversion as well as all out-of-pocket costs and expenses incurred by the Administrative Agent in connection therewith.  The proceeds of any such conversion shall be deposited by the Administrative Agent into the applicable LC Collateral Account.

ARTICLE IV

SETTLEMENT PROCEDURES AND PAYMENT PROVISIONS

SECTION 4.01.   Settlement Procedures.

(a)         The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”).  On each Settlement Date, the Servicer (or, following its assumption of control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority:

(i)          first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer);

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(ii)        second, to the Administrative Agent for distribution to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 12.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 12.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party;

(iii)        third, as set forth in clause (x) or (y) below, as applicable:

(x)          prior to the occurrence of the Termination Date, to the extent that a Borrowing Base Deficit exists on such date, to the Administrative Agent for distribution: (I) first, to the Lenders (ratably, based on the aggregate outstanding Capital of each Lender at such time) for the payment of a portion of the outstanding Aggregate Capital at such time, in an aggregate amount equal to (1) the amount necessary to reduce the Borrowing Base Deficit to zero ($0) Dollars or (2) at the election of the Borrower, such greater amount in accordance with Section 2.02(d) and (II) second, to the LC Collateral Accounts, in reduction of the Aggregate Adjusted LC Participation Amount, in an amount equal to the amount necessary (after giving effect to clause (I) above) to reduce the Borrowing Base Deficit to zero ($0); or

(y)         on and after the occurrence of the Termination Date, to the Administrative Agent for distribution: (I) first, to each Lender (ratably, based on the aggregate outstanding Capital of each Lender at such time) for the payment in full of the aggregate outstanding Capital of such Lender at such time and (II) second, to the LC Collateral Accounts (A) the amount necessary to reduce the Aggregate Adjusted LC Participation Amount to zero ($0) and (B) an amount equal to the LC Fee Expectation at such time;

(iv)        fourth, to the Credit Parties, the Affected Persons and the Borrower Indemnified Parties (ratably, based on the amount due and owing at such time), for the payment of all other Borrower Obligations then due and owing by the Borrower to the Credit Parties, the Affected Persons and the Borrower Indemnified Parties; and

(v)         fifth, the balance, if any, to be paid to the Borrower for its own account.

(b)          Notwithstanding anything to the contrary set forth in this Section 4.01, the Administrative Agent shall have no obligation to distribute or pay any amount under this Section 4.01 except to the extent actually received by the Administrative Agent.

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(c)          Notwithstanding anything contained herein to the contrary, if and to the extent that for any reason any payment by or on behalf of any Person of any amount owed hereunder is rescinded or must otherwise be restored by the Administrative Agent, any Credit Party, any Affected Person or any Borrower Indemnified Party, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, such amount shall be deemed not to have been so received but rather to have been retained by the Borrower and, accordingly, the Administrative Agent, such Credit Party, such Affected Person or such Borrower Indemnified Party, as the case may be, shall have a claim against the Borrower for such amount.

(d)          For the purposes of this Section 4.01:

(i)         if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed goods or services, or any revision, cancellation, allowance, rebate, credit memo, discount or other adjustment made by the Borrower, any Originator, the Servicer or any Affiliate of the Servicer, or any setoff, counterclaim or dispute between the Borrower or any Affiliate of the Borrower, an Originator or any Affiliate of an Originator, or the Servicer or any Affiliate of the Servicer, and an Obligor, the Borrower shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction or adjustment and, if an Event of Default or Unmatured Event of Default exists or if the Purchase and Sale Termination Date has occurred and, in each case, if an Originator has made a related payment in cash to the Borrower pursuant to Section 3.2(c) of the Purchase and Sale Agreement, shall immediately pay (or cause the applicable Originator to pay pursuant to Section 3.3 of the Purchase and Sale Agreement) any and all such amounts in respect thereof to a Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Credit Parties for application pursuant to Section 4.01(a); provided that if a Receivable’s “Purchase Price” has been reduced by the full Outstanding Balance thereof pursuant to Section 3.3(a) of the Purchase and Sale Agreement and such reduction has been made in accordance with Section 3.3(c) of the Purchase and Sale Agreement, then the Borrower shall deliver to the applicable Originator any payments thereafter received by the Borrower on account of such Receivable’s Outstanding Balance in accordance with the Borrower’s obligations under the proviso to Section 3.3(a) of the Purchase and Sale Agreement;

(ii)       if on any day any of the representations or warranties in Section 7.01 is not true with respect to any Pool Receivable, the Borrower shall be deemed to have received on such day a Collection of such Pool Receivable in full and, if an Event of Default or Unmatured Event of Default exists or if the Purchase and Sale Termination Date shall have occurred and, in each case, if an Originator has made a related payment in cash to the Borrower pursuant to Section 3.2(c) of the Purchase and Sale Agreement, shall immediately pay the amount of such deemed Collection to a Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Credit Parties for application pursuant to Section 4.01(a) (Collections deemed to have been received pursuant to Section 4.01(d) are hereinafter sometimes referred to as “Deemed Collections”);

(iii)       except as provided in clauses (i) or (ii) above or otherwise required by Applicable Law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and

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(iv)      if and to the extent the Administrative Agent, any Credit Party, any Affected Person or any Borrower Indemnified Party shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by such Person but rather to have been retained by the Borrower and, accordingly, such Person shall have a claim against the Borrower for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof.

SECTION 4.02.   Payments and Computations, Etc.  (a) All amounts to be paid by the Borrower or the Servicer to the Administrative Agent, any Credit Party, any Affected Person or any Borrower Indemnified Party hereunder shall be paid no later than noon (New York City time) on the day when due in same day funds to the applicable Lender’s Account.

(b)          Each of the Borrower and the Servicer shall, to the extent permitted by Applicable Law, pay interest on any amount other than Capital (which Capital shall accrue Interest) not paid or deposited by it when due hereunder, at an interest rate per annum equal to 2.50% per annum above the Base Rate, payable on demand.

(c)         All computations of interest under subsection (b) above and all computations of Interest, Fees and other amounts hereunder shall be made on the basis of a year of 360 days (or, in the case of amounts determined by reference to the Base Rate, 365 or 366 days, as applicable) for the actual number of days (including the first but excluding the last day) elapsed.  Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such payment or deposit.

(d)          On any day when any computation or calculation hereunder requires the aggregation of amounts denominated in more than one currency, all amounts that are denominated in any currency other than Dollars shall be deemed to be the Dollar Equivalent thereof on such day for purposes of such computation or calculation.

ARTICLE V

INCREASED COSTS; FUNDING LOSSES; TAXES; ILLEGALITY AND SECURITY INTEREST

SECTION 5.01.   Increased Costs.

(a)          Increased Costs Generally.  If any Change in Law shall:

(i)          impose, modify or deem applicable any reserve, special deposit, liquidity, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Affected Person;

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(ii)        subject any Affected Person to any Taxes (except to the extent such Taxes are Indemnified Taxes or Excluded Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)       impose on any Affected Person any other condition, cost or expense (other than Taxes) (A) affecting the Collateral, this Agreement, any other Transaction Document, any Loan or any Letter of Credit or participation therein or (B) affecting its obligations or rights to make Loans or issue or participate in Letters of Credit;

and the result of any of the foregoing shall be to increase the cost to such Affected Person of (A) acting as the Administrative Agent or a Lender hereunder with respect to the transactions contemplated hereby, (B) funding or maintaining any Loan or issuing or participating in, any Letter of Credit (or interests therein) or (C) maintaining its obligation to fund or maintain any Loan or issuing or participating in, any Letter of Credit, or to reduce the amount of any sum received or receivable by such Affected Person hereunder, then, upon request of such Affected Person (or its related Lender), the Borrower shall pay to such Affected Person such additional amount or amounts as will compensate such Affected Person for such additional costs incurred or reduction suffered.

(b)         Capital and Liquidity Requirements.  If any Affected Person determines that any Change in Law affecting such Affected Person or any lending office of such Affected Person or such Affected Person’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of (x) increasing the amount of capital required to be maintained by such Affected Person or Affected Person’s holding company, if any, (y) reducing the rate of return on such Affected Person’s capital or on the capital of such Affected Person’s holding company, if any, or (z) causing an internal capital or liquidity charge or other imputed cost to be assessed upon such Affected Person or Affected Person’s holding company, if any, in each case, as a consequence of (A) this Agreement or any other Transaction Document, (B) the commitments of such Affected Person hereunder or under any other Transaction Document, (C) the Loans, Letters of Credit or participations in Letters of Credit, made or issued by such Affected Person or (D) any Capital, to a level below that which such Affected Person or such Affected Person’s holding company could have achieved but for such Change in Law (taking into consideration such Affected Person’s policies and the policies of such Affected Person’s holding company with respect to capital adequacy and liquidity), then from time to time, upon request of such Affected Person (or its related Lender), the Borrower will pay to such Affected Person such additional amount or amounts as will compensate such Affected Person or such Affected Person’s holding company for any such increase, reduction or charge.

(c)          Certificates for Reimbursement.  A certificate of an Affected Person (or its related Lender on its behalf) setting forth the amount or amounts necessary to compensate such Affected Person or its holding company, as the case may be, as specified in clause (a) or (b) of this Section and delivered to the Borrower, shall be conclusive absent manifest error.  The Borrower shall, subject to the priorities of payment set forth in Section 4.01, pay such Affected Person the amount shown as due on any such certificate on the first Settlement Date occurring after the Borrower’s receipt of such certificate.

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(d)         Delay in Requests.  Failure or delay on the part of any Affected Person to demand compensation pursuant to this Section shall not constitute a waiver of such Affected Person’s right to demand such compensation; provided that the Borrower shall not be required to compensate an Affected Person pursuant to this Section for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Affected Person notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Affected Person’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9) month period referred to above shall be extended to include the period of retroactive effect thereof).

SECTION 5.02.   Funding Losses.

(a)          The Borrower will pay each Lender all Breakage Fees.

(b)          A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender, as specified in clause (a) above and delivered to the Borrower, shall be conclusive absent manifest error.  The Borrower shall, subject to the priorities of payment set forth in Section 4.01, pay such Lender the amount shown as due on any such certificate on the first Settlement Date occurring after the Borrower’s receipt of such certificate.

SECTION 5.03.  Taxes.

(a)          Payments Free of Taxes.  Any and all payments by or on account of any obligation of the Borrower under any Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law.  If any Applicable Law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment to an Affected Person, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section), the applicable Affected Person receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b)          Payment of Other Taxes by the Borrower.  The Borrower shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or, at the option of the Administrative Agent, timely reimburse it for the payment of, any Other Taxes.

(c)          Indemnification by the Borrower.  The Borrower shall indemnify each Affected Person, within ten days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Affected Person or required to be withheld or deducted from a payment to such Affected Person and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrower by an Affected Person (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of an Affected Person, shall be conclusive absent manifest error.

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(d)          Indemnification by the Lenders.  Each Lender shall severally indemnify the Administrative Agent, within ten days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender or any of its Affiliates that are Affected Persons (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting any obligation of the Borrower to do so), (ii) any Taxes attributable to the failure of such Lender or any of its Affiliates that are Affected Persons to comply with Section 13.03(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender or any of its Affiliates that are Affected Persons, in each case, that are payable or paid by the Administrative Agent in connection with any Transaction Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.  Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or any of its Affiliates that are Affected Persons under any Transaction Document or otherwise payable by the Administrative Agent to such Lender or any of its Affiliates that are Affected Persons from any other source against any amount due to the Administrative Agent under this clause (d).

(e)          Evidence of Payments.  As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 5.03, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(f)          Status of Affected Persons.  (i) Any Affected Person that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Affected Person, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Affected Person is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 5.03(f)(ii)(A), 5.03(f)(ii)(B) and 5.03(g)) shall not be required if, in the Affected Person’s reasonable judgment, such completion, execution or submission would subject such Affected Person to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Affected Person.

(ii)         Without limiting the generality of the foregoing:

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(A)        a Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a party to this Agreement and from time to time upon the reasonable request of the Borrower or the Administrative Agent, executed originals of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)         any Lender that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Lender becomes a party to this Agreement and from time to time upon the reasonable request of the Borrower or the Administrative Agent, whichever of the following is applicable:

(1)          in the case of such a Lender claiming the benefits of an income tax treaty to which the United States is a party, (x) with respect to payments of interest under any Transaction Document, executed originals of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)          executed originals of Internal Revenue Service Form W-8ECI;

(3)          in the case of such a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate in substantially the form of Exhibit K hereto to the effect that such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E; or

(4)          to the extent such Lender is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN, Internal Revenue Service Form W-8BEN-E a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if such Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; and

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(C)          any Lender that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient), on or prior to the date on which such Lender becomes a party to this Agreement and from time to time upon the reasonable request of the Borrower or the Administrative Agent, executed originals of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.

(g)          Documentation Required by FATCA.  If a payment made to a Credit Party under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Credit Party were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Credit Party shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Credit Party has complied with such Affected Person’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (g), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(h)         Treatment of Refunds.  If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 (including by the payment of additional amounts pursuant to this Section 5.03), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 5.03 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund).  Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this clause (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event such indemnified party is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this clause (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this clause (h) the payment of which would place the indemnified party in a less favorable net after Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.  This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

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(i)           Survival.  Each party’s obligations under this Section 5.03 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Credit Party, the termination of the Commitments and the repayment, satisfaction or discharge of all the Borrower Obligations and the Servicer’s obligations hereunder.

(j)         Updates.  Each Credit Party agrees that if any form or certification it previously delivered pursuant to this Section 5.03 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

SECTION 5.04.   Inability to Determine LMIR; Change in Legality.

(a)         If any Lender shall have determined (which determination shall be conclusive and binding upon the parties hereto absent manifest error) on any day, by reason of circumstances affecting the interbank Eurodollar market, either that: (i) dollar deposits in the relevant amounts and for the relevant Interest Period or day, as applicable, are not available, (ii) adequate and reasonable means do not exist for ascertaining LMIR for such Interest Period or day, as applicable, or (iii) LMIR determined pursuant hereto does not accurately reflect the cost to the applicable Affected Person (as conclusively determined by such Lender) of maintaining any Portion of Capital during such Interest Period or day, as applicable, such Lender shall promptly give telephonic notice of such determination, confirmed in writing, to the Borrower on such day.  Upon delivery of such notice: (i) no Portion of Capital with respect to such Lender shall be funded thereafter at LMIR unless and until such Lender shall have given notice to the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist and (ii) with respect to any outstanding Portion of Capital then funded at LMIR, such Interest Rate shall automatically and immediately be converted to the Base Rate.

(b)         If on any day any Lender shall have been notified by any Affected Person that such Affected Person has determined (which determination shall be final and conclusive absent manifest error) that any Change in Law, or compliance by such Affected Person with any Change in Law, shall make it unlawful or impossible for such Affected Person to fund or maintain any Portion of Capital at or by reference to LMIR, such Lender shall notify the Borrower and the Administrative Agent thereof.  Upon receipt of such notice, until the applicable Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such determination no longer apply, (i) no Portion of Capital with respect to such Lender shall be funded at or by reference to LMIR and (ii) the Interest for any outstanding Portions of Capital with respect to such Lender then funded at LMIR shall automatically and immediately be converted to the Base Rate.

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SECTION 5.05.   Security Interest.

(a)          As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing.

The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC.  The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.

Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

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ARTICLE VI

CONDITIONS TO EFFECTIVENESS AND CREDIT EXTENSIONS

SECTION 6.01.  Conditions Precedent to Effectiveness and the Initial Credit Extension.  This Agreement shall become effective as of the Closing Date when (a) the Administrative Agent shall have received each of the documents, agreements (in fully executed form), opinions of counsel, lien search results, UCC filings, certificates and other deliverables listed on the closing memorandum attached as Exhibit H hereto, in each case, in form and substance acceptable to the Administrative Agent and (b) all fees and expenses payable by the Borrower on the Closing Date to the Credit Parties have been paid in full in accordance with the terms of the Transaction Documents.

SECTION 6.02.   Conditions Precedent to All Credit Extensions.  Each Credit Extension hereunder on or after the Closing Date shall be subject to the conditions precedent that:

(a)          in the case of a Loan, the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, and in the case of a Letter of Credit, the Borrower shall have delivered to the Administrative Agent and the LC Bank, a Letter of Credit Application and an LC Request, in each case, in accordance with Section 2.02(a) or Section 3.02(a), as applicable;

(b)          the Servicer shall have delivered to the Administrative Agent and each Lender all Monthly Reports and Interim Reports required to be delivered hereunder;

(c)          the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii) and Section 3.01(a), as applicable, shall be satisfied;

(d)          on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):

(i)          the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;

(ii)         no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;

(iii)        no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension; and

(iv)        the Termination Date has not occurred.

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(e)          the Borrower shall have delivered to the Administrative Agent and the Servicer the Dilution Trigger Agreement, in form and substance satisfactory to the Administrative Agent in its sole discretion.

SECTION 6.03.   Conditions Precedent to All Releases.  Each Release hereunder on or after the Closing Date shall be subject to the conditions precedent that:

(a)          after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all other accrued and unpaid Borrower Obligations through the date of such Release;

(b)          the Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance with the terms of the Purchase and Sale Agreement; and

(c)          on the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):

(i)         the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Release as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;

(ii)         no Event of Default has occurred and is continuing, and no Event of Default would result from such Release;

(iii)        no Borrowing Base Deficit exists or would exist after giving effect to such Release; and

(iv)        the Termination Date has not occurred.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

SECTION 7.01.   Representations and Warranties of the Borrower.  The Borrower represents and warrants to each Credit Party as of the Closing Date, on each Settlement Date and on each day on which a Credit Extension shall have occurred:

(a)         Organization and Good Standing.  The Borrower is a limited liability company and validly existing in good standing under the laws of the State of Delaware and has full power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

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(b)         Due Qualification.  The Borrower is duly qualified to do business, is in good standing as a foreign entity and has obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business requires such qualification, licenses or approvals, except where the failure to do so could not reasonably be expected to have a Borrower Material Adverse Effect.

(c)         Power and Authority; Due Authorization.  The Borrower (i) has all necessary power and authority to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (B) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and (C) grant a security interest in the Collateral to the Administrative Agent on the terms and subject to the conditions herein provided and (ii) has duly authorized by all necessary action such grant and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party.

(d)          Binding Obligations.  This Agreement and each of the other Transaction Documents to which the Borrower is a party constitutes  legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) as such enforceability may be limited by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(e)         No Conflict or Violation.  The execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement and the other Transaction Documents to which the Borrower is a party, and the fulfillment of the terms hereof and thereof, will not (i) conflict with, result in any breach of any of the terms or provisions of, or constitute (with or without notice or lapse of time or both) a default under its organizational documents or any indenture, sale agreement, credit agreement, loan agreement, security agreement, mortgage, deed of trust, or other agreement or instrument to which the Borrower is a party or by which it or any of its properties is bound, (ii) result in the creation or imposition of any Adverse Claim upon any of the Collateral pursuant to the terms of any such indenture, credit agreement, loan agreement, security agreement, mortgage, deed of trust, or other agreement or instrument other than this Agreement and the other Transaction Documents or (iii) conflict with or violate any Applicable Law.

(f)         Litigation and Other Proceedings.  (i)  There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Borrower, threatened, against the Borrower before any Governmental Authority and (ii) the Borrower is not subject to any order, judgment, decree, injunction, stipulation or consent order of or with any Governmental Authority that, in the case of either of the foregoing clauses (i) and (ii), (A) asserts the invalidity of this Agreement or any other Transaction Document, (B) seeks to prevent the grant of a security interest in any Collateral by the Borrower to the Administrative Agent, the ownership or acquisition by the Borrower of any Pool Receivable or other Collateral or the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document, (C) seeks any determination or ruling that could materially and adversely affect the performance by the Borrower of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document or (D) individually or in the aggregate for all such actions, suits, proceedings and investigations could reasonably be expected to have a Borrower Material Adverse Effect.

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(g)         Governmental Approvals.  Except where the failure to obtain or make such authorization, consent, order, approval or action could not reasonably be expected to have a Borrower Material Adverse Effect, all authorizations, consents, orders and approvals of, or other actions by, any Governmental Authority that are required to be obtained by the Borrower in connection with the grant of a security interest in the Collateral to the Administrative Agent hereunder or the due execution, delivery and performance by the Borrower of this Agreement or any other Transaction Document to which it is a party and the consummation by the Borrower of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party have been obtained or made and are in full force and effect.

(h)          Margin Regulations.  The Borrower is not engaged, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meanings of Regulations T, U and X of the Board of Governors of the Federal Reserve System).

(i)           Solvency.  After giving effect to the transactions contemplated by this Agreement and the other Transaction Documents, the Borrower is Solvent.

(j)          Offices; Legal Name.  The Borrower’s sole jurisdiction of organization is the State of Delaware and such jurisdiction has not changed within four months prior to the date of this Agreement.  The office of the Borrower is located at 222 East Erie Street, Suite 500, Milwaukee, WI 53202.  The legal name of the Borrower is Gardner Denver Finance II LLC.

(k)          Investment Company Act; Volcker Rule.  The Borrower (i) is not, and is not controlled by, an “investment company” registered or required to be registered under the Investment Company Act and (ii) is not a “covered fund” under the Volcker Rule.  In determining that the Borrower is not a “covered fund” under the Volcker Rule, the Borrower relies on an exemption from the definition of “investment company” set forth in Section 3(c)(5) of the Investment Company Act, although other exemptions from the definition of “investment company” set forth in the Investment Company Act may be also be available.

(l)           No Material Adverse Effect.  Since the date of formation of the Borrower there has been no Borrower Material Adverse Effect.

(m)         Accuracy of Information.  All Monthly Reports, Interim Reports, Loan Requests, LC Requests, Letter of Credit Applications, certificates, reports, statements, documents and other written information furnished to the Administrative Agent or any other Credit Party by or on behalf of the Borrower pursuant to any provision of this Agreement or any other Transaction Document, or in connection with or pursuant to any amendment or modification of, or waiver under, this Agreement or any other Transaction Document, is, at the time the same are so furnished, complete and correct in all material respects on the date the same are furnished to the Administrative Agent or such other Credit Party, and does not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading; provided that, with respect to projected financial information, if any, such representation is made only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

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(n)          Anti-Money Laundering/International Trade Law Compliance.  No Covered Entity is a Sanctioned Person.  No Covered Entity, either in its own right or knowingly through any third party, (i) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (ii) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (iii) engages in any material dealings or transactions prohibited by any Anti-Terrorism Law.

(o)          Perfection Representations.

(i)          This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower (in the case of the Related Security, in only that portion of the Related Security in which a security interest may be perfected by the filing of a financing statement under the UCC) and (B) will be free of all Adverse Claims in such Collateral.

(ii)          The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.

(iii)         The Borrower owns and has good and marketable title to the Collateral free and clear of any Adverse Claim of any Person.

(iv)         All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Borrower pursuant to the Purchase and Sale Agreement and the grant by the Borrower of a security interest in the Collateral to the Administrative Agent pursuant to this Agreement.

(v)         Other than the security interest granted to the Administrative Agent pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral except as permitted by this Agreement and the other Transaction Documents.  The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated.  The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower.

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(vi)         Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 7.01(o) shall be continuing and remain in full force and effect until the Final Payout Date.

(p)          The Lock-Boxes and Collection Accounts.

(i)          Nature of Collection Accounts.  Each Collection Account constitutes a “deposit account” within the meaning of the applicable UCC.

(ii)         Ownership.  Each Lock-Box and Collection Account is in the name of the Borrower, and the Borrower owns and has good and marketable title to the Collection Accounts free and clear of any Adverse Claim.

(iii)        Perfection.  The Borrower has delivered to the Administrative Agent a fully executed Account Control Agreement relating to each Lock-Box and Collection Account.  The Administrative Agent has “control” (as defined in Section 9-104 of the UCC) over each Collection Account.

(iv)       Instructions.  Neither the Lock-Boxes nor the Collection Accounts are in the name of any Person other than the Borrower.  Neither the Borrower nor the Servicer has consented to the applicable Collection Account Bank complying with instructions of any Person other than the Administrative Agent.

(q)         Ordinary Course of Business.  Each remittance of Collections by or on behalf of the Borrower to the Credit Parties under this Agreement will have been (i) in payment of a debt incurred by the Borrower in the ordinary course of business or financial affairs of the Borrower and (ii) made in the ordinary course of business or financial affairs of the Borrower.

(r)          Compliance with Law.  The Borrower has complied in all material respects with all Applicable Laws to which it may be subject.

(s)          Bulk Sales Act.  No transaction contemplated by this Agreement requires compliance by it with any bulk sales act or similar law.

(t)           Eligible Receivables.  Each Receivable included as an Eligible Receivable in the calculation of the Net Receivables Pool Balance as of any date is an Eligible Receivable as of such date.

(u)         Taxes.  The Borrower has (i) timely filed all tax returns (federal, state and local) required to be filed by it and (ii) paid, or caused to be paid, all taxes, assessments and other governmental charges, if any, other than taxes, assessments and other governmental charges being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP, except in each case to the extent that such failure to file or pay could not reasonably be expected to have a Borrower Material Adverse Effect.

(v)        Tax Status.  The Borrower (i) is, and shall at all relevant times continue to be, a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax purposes and (ii) is not and will not at any relevant time become an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes.

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(w)         Opinions.  The facts regarding the Borrower, the Servicer, each Originator, the Performance Guarantor, the Receivables, the Related Security and the related matters set forth or assumed in each of the opinions of counsel delivered in connection with this Agreement and the Transaction Documents are true and correct in all material respects.

(x)          Other Transaction Documents.  Each representation and warranty made by the Borrower under each other Transaction Document to which it is a party is true and correct in all material respects as of the date when made.

(y)          Liquidity Coverage Ratio.  The Borrower has not, does not and will not during this Agreement (x) issue any obligations that (A) constitute asset-backed commercial paper, or (B) are securities required to be registered under the Securities Act or that may be offered for sale under Rule 144A or a similar exemption from registration under the Securities Act or the rules promulgated thereunder, or (y) issue any other debt obligations or equity interest other than debt obligations substantially similar to the obligations of the Borrower under this Agreement that are (A) issued to other banks or asset-backed commercial paper conduits in privately negotiated transactions, and (B) subject to transfer restrictions substantially similar to the transfer restrictions set forth in this Agreement.  The Borrower further represents and warrants that its assets and liabilities are consolidated with the assets and liabilities of the Parent for purposes of GAAP.

(z)          Reaffirmation of Representations and Warranties.  On the date of each Credit Extension, on the date of each Release, on each Settlement Date and on the date each Monthly Report, Interim Report or other report is delivered to the Administrative Agent or any Lender hereunder, the Borrower shall be deemed to have certified that (i) all representations and warranties of the Borrower hereunder are true and correct in all material respects on and as of such day as though made on and as of such day, except for representations and warranties which apply as to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such date) and (ii) no Event of Default or an Unmatured Event of Default has occurred and is continuing or will result from such Credit Extension or Release.

Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations and warranties contained in this Section shall be continuing, and remain in full force and effect until the Final Payout Date.

SECTION 7.02.   Representations and Warranties of the Servicer.  The Servicer represents and warrants to each Credit Party as of the Closing Date, on each Settlement Date and on each day on which a Credit Extension shall have occurred:

(a)          Organization and Good Standing.  The Servicer is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware, with the power and authority under its organizational documents and under the laws of Delaware to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

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(b)          Due Qualification.  The Servicer is duly qualified to do business, is in good standing as a foreign entity and has obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business or the servicing of the Pool Receivables as required by this Agreement requires such qualification, licenses or approvals, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(c)         Power and Authority; Due Authorization.  The Servicer has all necessary power and authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary action.

(d)         Binding Obligations.  This Agreement and each of the other Transaction Documents to which it is a party constitutes legal, valid and binding obligations of the Servicer, enforceable against the Servicer in accordance with their respective terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) as such enforceability may be limited by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(e)        No Conflict or Violation.  The execution and delivery of this Agreement and each other Transaction Document to which the Servicer is a party, the performance of the transactions contemplated by this Agreement and such other Transaction Documents and the fulfillment of the terms of this Agreement and such other Transaction Documents by the Servicer will not (i) conflict with, result in any breach of any of the terms or provisions of, or constitute (with or without notice or lapse of time or both) a default under, the organizational documents of the Servicer or any indenture, sale agreement, credit agreement (including the Credit Agreement), loan agreement, security agreement, mortgage, deed of trust or other agreement or instrument to which the Servicer is a party or by which it or any of its property is bound, (ii) result in the creation or imposition of any Adverse Claim upon any of its properties pursuant to the terms of any such indenture, credit agreement, loan agreement, agreement, mortgage, deed of trust or other agreement or instrument, other than this Agreement and the other Transaction Documents or (iii) conflict with or violate any Applicable Law, except to the extent that any such conflict, breach, default, Adverse Claim or violation could not reasonably be expected to have a Material Adverse Effect.

(f)         Litigation and Other Proceedings.  There is no action, suit, proceeding or investigation pending, or to the Servicer’s knowledge threatened, against the Servicer before any Governmental Authority: (i) asserting the invalidity of this Agreement or any of the other Transaction Documents; (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document; or (iii) seeking any determination or ruling that could materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement or any of the other Transaction Documents.

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(g)         No Consents.  The Servicer is not required to obtain the consent of any other party or any consent, license, approval, registration, authorization or declaration of or with any Governmental Authority in connection with the execution, delivery, or performance of this Agreement or any other Transaction Document to which it is a party that has not already been obtained or the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect.

(h)         Compliance with Applicable Law.  The Servicer (i) shall duly satisfy all obligations on its part to be fulfilled under or in connection with the Pool Receivables and the related Contracts, (ii) has maintained in effect all qualifications required under Applicable Law in order to properly service the Pool Receivables and (iii) has complied in all material respects with all Applicable Laws in connection with servicing the Pool Receivables.

(i)          Accuracy of Information.  All Monthly Reports, Interim Reports, Loan Requests, LC Requests, Letter of Credit Applications, certificates, reports, statements, documents and other written information furnished to the Administrative Agent or any other Credit Party by the Servicer pursuant to any provision of this Agreement or any other Transaction Document, or in connection with or pursuant to any amendment or modification of, or waiver under, this Agreement or any other Transaction Document, is, at the time the same are so furnished, complete and correct in all material respects on the date the same are furnished to the Administrative Agent or such other Credit Party, and does not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading; provided that, with respect to projected financial information, if any, such representation is made only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

(j)           Location of Records.  The offices where the initial Servicer keeps all of its records relating to the servicing of the Pool Receivables are located at 1800 Gardner Expressway, Quincy, IL 62305.

(k)          Credit and Collection Policy.  The Servicer has complied in all material respects with the Credit and Collection Policy in connection with its servicing of the Pool Receivables and the related Contracts.

(l)           Eligible Receivables.  Each Receivable included as an Eligible Receivable in the calculation of the Net Receivables Pool Balance as of any date is an Eligible Receivable as of such date.

(m)        Servicing Programs.  No material license or approval is required for the Administrative Agent’s use of any software or other computer program used by the Servicer, any Originator or any Sub-Servicer in the servicing of the Pool Receivables, other than those which have been obtained and are in full force and effect.

(n)         Other Transaction Documents.  Each representation and warranty made by the Servicer under each other Transaction Document to which it is a party (including, without limitation, the Purchase and Sale Agreement) is true and correct in all material respects as of the date when made.

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(o)          No Material Adverse Effect.  Since December 31, 2015 there has been no Material Adverse Effect on the Servicer.

(p)          Investment Company Act.  The Servicer is not an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act.

(q)          Anti-Money Laundering/International Trade Law Compliance.  No Covered Entity is a Sanctioned Person.  No Covered Entity, either in its own right or knowingly through any third party, (i) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (ii) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (iii) engages in any material dealings or transactions prohibited by any Anti-Terrorism Law.

(r)          Financial Condition.  The consolidated balance sheets of the Servicer and its consolidated Subsidiaries as of December 31, 2015 and the related statements of income and shareholders’ equity of the Servicer and its consolidated Subsidiaries for the fiscal year then ended, copies of which have been furnished to the Administrative Agent and the Lenders, present fairly in all material respects the consolidated financial position of the Servicer and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP.

(s)          Bulk Sales Act.  No transaction contemplated by this Agreement requires compliance by it with any bulk sales act or similar law.

(t)          Taxes.  The Servicer has (i) timely filed all tax returns (federal, state and local) required to be filed by it and (ii) paid, or caused to be paid, all taxes, assessments and other governmental charges, if any, other than taxes, assessments and other governmental charges being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP, except in each case to the extent that the failure to file or pay could not reasonably be expected to have a Material Adverse Effect.

(u)          Opinions.  The facts regarding the Borrower, the Servicer, each Originator, the Performance Guarantor, the Receivables, the Related Security and the related matters set forth or assumed in each of the opinions of counsel delivered in connection with this Agreement and the Transaction Documents are true and correct in all material respects.

(v)          Reaffirmation of Representations and Warranties.  On the date of each Credit Extension, on the date of each Release, on each Settlement Date and on the date each Monthly Report, Interim Report or other report is delivered to the Administrative Agent or any Lender hereunder, the Servicer shall be deemed to have certified that (i) all representations and warranties of the Servicer hereunder are true and correct in all material respects on and as of such day as though made on and as of such day, except for representations and warranties which apply as to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such date) and (ii) no Event of Default or an Unmatured Event of Default has occurred and is continuing or will result from such Credit Extension or Release.

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Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section shall be continuing, and remain in full force and effect until the Final Payout Date.

ARTICLE VIII

COVENANTS

SECTION 8.01.   Covenants of the Borrower.  At all times from the Closing Date until the Final Payout Date:

(a)          Payment of Principal and Interest.  The Borrower shall duly and punctually pay Capital, Interest, Fees and all other amounts payable by the Borrower hereunder in accordance with the terms of this Agreement.

(b)          Existence.  The Borrower shall keep in full force and effect its existence and rights as a limited liability company under the laws of the State of Delaware, and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the other Transaction Documents and the Collateral.

(c)          Financial Reporting.  The Borrower will maintain a system of accounting established and administered in accordance with GAAP, and the Borrower (or the Servicer on its behalf) shall furnish to the Administrative Agent, the LC Bank and each Lender:

(i)        Annual Financial Statements of the Borrower.  Promptly upon completion and in no event later than 90 days after the close of each fiscal year of the Borrower, annual unaudited financial statements of the Borrower certified by a Financial Officer of the Borrower that they fairly present in all material respects, in accordance with GAAP, the financial condition of the Borrower as of the date indicated and the results of its operations for the periods indicated.

(ii)         Monthly Reports and Interim Reports.  As soon as available and in any event (a) not later than two (2) Business Days prior to each Settlement Date, a Monthly Report as of the most recently completed Fiscal Month, (b) not later than the Weekly Reporting Date following each calendar week during a Weekly Reporting Period, a Weekly Report with respect to the Pool Receivables with data as of the most recently completed calendar week and (c) on each Business Day during a Daily Reporting Period, a Daily Report with respect to the Pool Receivables with data as of the close of business on the immediately preceding Business Day; provided, however, that at any time after the occurrence and during the continuance of an Unmatured Event of Default or an Event of Default, upon prior written notice from the Administrative Agent, the Borrower shall furnish or cause to be furnished to the Administrative Agent and each Lender on each Business Day a Daily Report with respect to the Pool Receivables with data as of the close of business on the immediately preceding Business Day.

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(iii)        Other Information.  Such other information relating to the Collateral and the Borrower and the transactions contemplated hereby (including non-financial information) as the Administrative Agent or any Lender may from time to time reasonably request.

(iv)       Quarterly Financial Statements of Parent.  As soon as available and in any event within five (5) days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, in no event later than 45 days following the end of each of the first three fiscal quarters in each of Parent’s fiscal years), (i) the unaudited consolidated balance sheet and statements of income of Parent and its consolidated Subsidiaries (including the Borrower, the Servicer and each Originator) as at the end of such fiscal quarter and the related unaudited consolidated statements of earnings and cash flows for such fiscal quarter and for the elapsed portion of the fiscal year ended with the last day of such fiscal quarter, in each case setting forth comparative figures for the corresponding fiscal quarter in the prior fiscal year, all of which shall be certified by a Financial Officer of Parent that they fairly present in all material respects, in accordance with GAAP, the financial condition of Parent and its consolidated Subsidiaries as of the dates indicated and the results of their operations for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes and (ii) to the extent required to be filed with the SEC, management’s discussion and analysis of the important operational and financial developments during such fiscal quarter.

(v)        Annual Financial Statements of Parent.  As soon as available and in any event within five (5) days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the close of each of Parent’s fiscal years, the consolidated balance sheet of Parent and its consolidated Subsidiaries (including the Borrower, the Servicer and each Originator) as at the end of such fiscal year and the related consolidated statements of earnings and cash flows for such fiscal year setting forth comparative figures for the preceding fiscal year, all reported on by independent certified public accountants of recognized national standing (without a “going concern” or like qualification or exception) to the effect that such consolidated financial statements present fairly in all material respects, in accordance with GAAP, the financial condition of Parent and its consolidated Subsidiaries as of the dates indicated and the results of their operations for the periods indicated.

(vi)       Other Reports and Filings.  Promptly (but in any event within ten days) after the filing or delivery thereof, copies of all financial information, proxy materials and reports, if any, which Parent or any of its consolidated Subsidiaries shall publicly file with the SEC.

Notwithstanding anything herein to the contrary, any financial information, proxy statements or other material required to be delivered pursuant to this paragraph (c) shall be deemed to have been furnished to each of the Administrative Agent and each Lender on the date that such report, proxy statement or other material is posted on the SEC’s website at www.sec.gov.

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(d)          Notices.  The Borrower (or the Servicer on its behalf) will notify the Administrative Agent and each Lender in writing of any of the following events promptly upon (but in no event later than three (3) Business Days after) a Financial Officer or other officer learning of the occurrence thereof, with such notice describing the same, and if applicable, the steps being taken by the Person(s) affected with respect thereto:

(i)          Notice of Events of Default or Unmatured Events of Default.  A statement of a Financial Officer of the Borrower setting forth details of any Event of Default or Unmatured Event of Default that has occurred and is continuing and the action which the Borrower proposes to take with respect thereto.

(ii)        Litigation.  The institution of any litigation, arbitration proceeding or governmental proceeding on the Servicer, the Parent or any Originator, which could reasonably be expected to have a Material Adverse Effect, or the institution of any litigation, arbitration proceeding or governmental proceeding on the Borrower.

(iii)      Adverse Claim.  (A) Any Person shall obtain an Adverse Claim upon the Collateral or any portion thereof, (B) any Person other than the Borrower, the Servicer or the Administrative Agent shall obtain any rights or direct any action with respect to any Collection Account (or related Lock-Box) or (C) any Obligor shall receive any change in payment instructions with respect to Pool Receivable(s) from a Person other than the Servicer or the Administrative Agent.

(iv)        Name Changes.  At least thirty (30) days before any change in any Originator’s or the Borrower’s name, jurisdiction of organization or any other change requiring the amendment of UCC financing statements filed against the Borrower or any Originator.

(v)        Change in Accountants or Accounting Policy.  Any change in (i) the external accountants of the Borrower, the Servicer, any Originator or the Parent, (ii) any accounting policy of the Borrower or (iii) any material accounting policy of any Originator that is relevant to the transactions contemplated by this Agreement or any other Transaction Document (it being understood that any change to the manner in which any Originator accounts for the Pool Receivables shall be deemed “material” for such purpose).

(vi)        Termination Event.  The occurrence of a Purchase and Sale Termination Event under the Purchase and Sale Agreement.

(vii)       Material Adverse Change.  Promptly after the occurrence thereof, notice of any Borrower Material Adverse Effect or Material Adverse Effect.

(e)          Conduct of Business.  The Borrower will carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted and will do all things necessary to remain duly organized, validly existing and in good standing as a domestic organization in its jurisdiction of organization and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

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(f)          Compliance with Laws.  The Borrower will comply with all Applicable Laws to which it may be subject if the failure to comply could reasonably be expected to have a Borrower Material Adverse Effect.

(g)          Furnishing of Information and Inspection of Receivables.  The Borrower will furnish or cause to be furnished to the Administrative Agent, the LC Bank and each Lender from time to time such information with respect to the Pool Receivables and the other Collateral as the Administrative Agent, the LC Bank or any Lender may reasonably request.  The Borrower will, at the Borrower’s expense, during regular business hours with prior written notice (i) permit the Administrative Agent, the LC Bank and each Lender or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Collateral, (B) visit the offices and properties of the Borrower for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Collateral or the Borrower’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Borrower’s expense, upon prior written notice from the Administrative Agent, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to such Pool Receivables and other Collateral; provided, that the Borrower shall be required to reimburse the Administrative Agent for only one (1) combined review of the Servicer, the Borrower and the Originators pursuant to Section 8.02(e) and the Borrower pursuant to clause (ii) above in any twelve-month period, unless an Event of Default has occurred and is continuing.

(h)          Payments on Receivables, Collection Accounts.  The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box.  The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators.  If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within one (1) Business Day after becoming aware of such receipt) remit such funds into a Collection Account.  The Borrower shall use commercially reasonable efforts to ensure that no funds other than Collections on Pool Receivables and other Collateral are deposited into any Collection Account.  If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds.  The Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds.  The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) from the applicable Collection Account Bank.  The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

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(i)          Sales, Liens, etc.  Except as otherwise provided herein, the Borrower will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Pool Receivable or other Collateral, or assign any right to receive income in respect thereof.

(j)          Extension or Amendment of Pool Receivables.  Except as otherwise permitted in Section 9.02, the Borrower will not, and will not permit the Servicer to, alter the delinquency status or adjust the Outstanding Balance or otherwise modify the terms of any Pool Receivable in any material respect, or amend, modify or waive, in any material respect, any term or condition of any related Contract.

(k)         Change in Credit and Collection Policy.  The Borrower will not make any material change in the Credit and Collection Policy that would be reasonably expected to either (x) have a material adverse effect on the collectability of the Pool Receivables or (y) have a Borrower Material Adverse Effect or a Material Adverse Effect, in each case, without the prior written consent of the Administrative Agent and the Majority Lenders.  Promptly following any material change in the Credit and Collection Policy, the Borrower will deliver a copy of the updated Credit and Collection Policy to the Administrative Agent and each Lender.

(l)           Fundamental Changes.  The Borrower shall not, without the prior written consent of the Administrative Agent and the Majority Lenders, permit itself to merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person.  The Borrower shall provide the Administrative Agent with at least 30 days’ prior written notice before making any change in the Borrower’s name or location or making any other change in the Borrower’s identity or corporate structure that could impair or otherwise render any UCC financing statement filed in connection with this Agreement or any other Transaction Document “seriously misleading” as such term (or similar term) is used in the applicable UCC; each notice to the Administrative Agent and the Lenders pursuant to this sentence shall set forth the applicable change and the proposed effective date thereof.

(m)         Books and Records.  The Borrower shall maintain and implement (it being understood and agreed that the Servicer may maintain and implement on the Borrower’s behalf) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (it being understood and agreed that the Servicer may keep and maintain on the Borrower’s behalf) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

(n)          Identifying of Records.  The Borrower shall: identify (it being understood and agreed that the Servicer may identify on the Borrower’s behalf) its master data processing records relating to Pool Receivables and related Contracts with a legend that indicates that the Pool Receivables have been pledged in accordance with this Agreement.

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(o)          Change in Payment Instructions to Obligors.  The Borrower shall not (and shall not instruct or encourage the Servicer or any Sub-Servicer to) add, replace or terminate any Collection Account (or any related Lock-Box) or make any change in its (or their) instructions to the Obligors regarding payments to be made to the Collection Accounts (or any related Lock-Box), other than any instruction to remit payments to a different Collection Account (or any related Lock-Box), unless the Administrative Agent shall have received (i) prior written notice of such addition, termination or change and (ii) a signed and acknowledged Account Control Agreement (or amendment thereto) with respect to such new Collection Accounts (or any related Lock-Box), in each case (x) in form and substance reasonably satisfactory to the Administrative Agent and (y) in accordance with the terms hereof and, if applicable, such Account Control Agreement.

(p)          Security Interest, Etc.  The Borrower shall (and shall cause the Servicer to), at its expense, take all action necessary to establish and maintain a valid and enforceable first priority perfected security interest in the Receivables and that portion of the Collateral in which an ownership or security interest may be created under the UCC and perfected by the filing of a financing statement under the UCC, in each case free and clear of any Adverse Claim, in favor of the Administrative Agent (on behalf of the Secured Parties), including taking such action to perfect, protect or more fully evidence the security interest of the Administrative Agent (on behalf of the Secured Parties) as the Administrative Agent or any Secured Party may reasonably request.  In order to evidence the security interests of the Administrative Agent under this Agreement, the Borrower shall, from time to time take such action, or execute (if necessary) and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrative Agent) to maintain and perfect, as a first-priority interest, the Administrative Agent’s security interest in the Receivables and that portion of the Related Security and Collections in which a security interest may be perfected by the filing of a financing statement under the UCC.  The Borrower shall, from time to time and within the time limits established by law, prepare and present to the Administrative Agent for the Administrative Agent’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrative Agent’s security interest as a first-priority interest.  The Administrative Agent’s approval of such filings shall authorize the Borrower to file such financing statements under the UCC without the signature of the Borrower, any Originator or the Administrative Agent where allowed by Applicable Law.  Notwithstanding anything else in the Transaction Documents to the contrary, the Borrower shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrative Agent.

(q)        Certain Agreements.  Without the prior written consent of the Administrative Agent and the Majority Lenders, the Borrower will not amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of the Borrower’s organizational documents which requires the consent of the “Independent Director” (as such term is used in the Borrower’s Certificate of Formation and Limited Liability Company Agreement).

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(r)          Restricted Payments.  (i) Except pursuant to clause (ii) below, the Borrower will not: (A) purchase or redeem any of its membership interests, (B) declare or pay any dividend or set aside any funds for any such purpose, (C) prepay, purchase or redeem any Debt (other than any Loans pursuant to this Agreement), (D) lend or advance any funds or (E) repay any loans or advances to, for or from any of its Affiliates (the amounts described in clauses (A) through (E) being referred to as “Restricted Payments”).

(ii)          Subject to the limitations set forth in clause (iii) below, the Borrower may make Restricted Payments so long as such Restricted Payments are made only in one or more of the following ways: (A) the Borrower may make cash payments (including prepayments) on the Subordinated Notes in accordance with their respective terms (it being understood that the foregoing shall not restrict any adjustment to the balance of any Subordinated Note pursuant to Sections 3.2, 3.3 or 3.4 of the Purchase and Sale Agreement as a result of the issuance or expiration of any Letter of Credit) and (B) the Borrower may declare and pay dividends if, both immediately before and immediately after giving effect thereto, the Borrower’s Net Worth is not less than the Required Capital Amount.

(iii)         The Borrower may make Restricted Payments only out of the funds, if any, it receives pursuant to Sections 4.01 of this Agreement; provided that the Borrower shall not pay, make or declare any Restricted Payment (including any dividend) if, after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing.

(s)          Other Business.  The Borrower will not: (i) engage in any business other than the transactions contemplated by the Transaction Documents, (ii) create, incur or permit to exist any Debt of any kind (or cause or permit to be issued for its account any letters of credit (excluding, for the avoidance of doubt, Letters of Credit issued hereunder) or bankers’ acceptances other than pursuant to this Agreement or the Subordinated Notes or (iii) form any Subsidiary or make any investments in any other Person.

(t)           Use of Collections Available to the Borrower.  The Borrower shall apply the Collections available to the Borrower to make payments in the following order of priority: (i) the payment of its obligations under this Agreement and each of the other Transaction Documents (other than the Subordinated Notes), (ii) the payment of accrued and unpaid interest on the Subordinated Notes and (iii) other legal and valid purposes.

(u)          Further Assurances; Change in Name or Jurisdiction of Origination, etc.  (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document.  Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing.

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(ii)         The Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral without the signature of the Borrower.  A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law.

(iii)         The Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization.

(iv)       The Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and priority matters as the Administrative Agent may request at such time.

(v)         Anti-Money Laundering/International Trade Law Compliance.  The Borrower will not become a Sanctioned Person.  No Covered Entity, either in its own right or through any third party, will use the proceeds of any Credit Extension for the purpose of funding any operations in, financing any investments or activities in, or, making any payments to, a Sanctioned Country or Sanctioned Person in material violation of any Anti-Terrorism Law.  The funds used to repay each Credit Extension will not be derived from any activity made unlawful by the Anti-Terrorism Laws.  The Borrower shall comply with all Anti-Terrorism Laws.  The Borrower shall promptly notify the Administrative Agent and each Lender in writing upon the occurrence of a Reportable Compliance Event.  The Borrower has not used and will not use the proceeds of any Credit Extension for the purpose of funding any operations in, financing any investments or activities in or making any payments to, a Sanctioned Person or a Sanctioned Country.

(w)         Borrower’s Tax Status.  The Borrower will remain a wholly-owned subsidiary of a United States person (within the meaning of Section 7701(a)(30) of the Code). No action will be taken that would cause the Borrower to (i) be treated other than as a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax purposes or (ii) become an association taxable as a corporation or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

SECTION 8.02.   Covenants of the Servicer.  At all times from the Closing Date until the Final Payout Date:

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(a)          Financial Reporting.  The Servicer will maintain a system of accounting established and administered in accordance with GAAP, and the Servicer shall furnish to the Administrative Agent, the LC Bank and each Lender:

(i)          Compliance Certificates.(a) A compliance certificate promptly upon completion of the annual report of the Parent and in no event later than 90 days after the close of the Parent’s fiscal year (or, if later, in the manner and period set forth in Section 8.01(c)(v)), in form and substance substantially similar to Exhibit G signed by a Financial Officer of the Servicer stating that no Event of Default or Unmatured Event of Default has occurred and is continuing, or if any Event of Default or Unmatured Event of Default has occurred and is continuing, stating the nature and status thereof and (b) within 45 days after the close of each fiscal quarter of the Servicer (or, if later, in the manner set forth in Section 8.01(c)(iv)), a compliance certificate in form and substance substantially similar to Exhibit G signed by a Financial Officer of the Servicer stating that no Event of Default or Unmatured Event of Default has occurred and is continuing, or if any Event of Default or Unmatured Event of Default has occurred and is continuing, stating the nature and status thereof.

(ii)         Monthly Reports and Interim Reports.  As soon as available and in any event (a) not later than two (2) Business Days prior to each Settlement Date, a Monthly Report as of the most recently completed Fiscal Month, (b) not later than the Weekly Reporting Date following each calendar week during a Weekly Reporting Period, a Weekly Report with respect to the Pool Receivables with data as of the most recently completed calendar week and (c) on each Business Day during a Daily Reporting Period, a Daily Report with respect to the Pool Receivables with data as of the close of business on the immediately preceding Business Day; provided, further, that at any time after the occurrence and during the continuance of an Unmatured Event of Default or an Event of Default, upon prior written notice from the Administrative Agent, the Servicer shall furnish or cause to be furnished to the Administrative  Agent and each Lender on each Business Day a Daily Report with respect to the Pool Receivables with data as of the close of business on the immediately preceding Business Day.

(iii)        Other Information.  Such other information (including non-financial information) relating to the Borrower, the Servicer, the Originators and the Collateral as the Administrative Agent or any Lender may from time to time reasonably request.

(b)          Notices.  The Servicer will notify the Administrative Agent and each Lender in writing of any of the following events promptly upon (but in no event later than three (3) Business Days after) a Financial Officer or other officer learning of the occurrence thereof, with such notice describing the same, and if applicable, the steps being taken by the Person(s) affected with respect thereto:

(i)         Notice of Events of Default or Unmatured Events of Default.  A statement of a Financial Officer of the Servicer setting forth details of any Event of Default or Unmatured Event of Default that has occurred and is continuing and the action which the Servicer proposes to take with respect thereto.

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(ii)         Litigation.  The institution of any litigation, arbitration proceeding or governmental proceeding which could reasonably be expected to be determined adversely and, if so determined, could reasonably be expected to have a Material Adverse Effect.

(iii)      Adverse Claim.  (A) Any Person shall obtain an Adverse Claim upon the Collateral or any portion thereof, (B) any Person other than the Borrower, the Servicer or the Administrative Agent shall obtain any rights or direct any action with respect to any Collection Account (or related Lock-Box) or (C) any Obligor shall receive any change in payment instructions with respect to Pool Receivable(s) from a Person other than the Servicer or the Administrative Agent.

(iv)        Name Changes.  At least thirty (30) days before any change in the Borrower’s name or any other change requiring the amendment of UCC financing statements filed against the Borrower, a notice setting forth such changes and the effective date thereof.

(v)        Change in Accountants or Accounting Policy.  Any change in (i) the external accountants of the Borrower, the Servicer, any Originator or the Parent, (ii) any accounting policy of the Borrower or (iii) any material accounting policy of any Originator that is relevant to the transactions contemplated by this Agreement or any other Transaction Document (it being understood that any change to the manner in which any Originator accounts for the Pool Receivables shall be deemed “material” for such purpose).

(vi)        Termination Event.  The occurrence of a Purchase and Sale Termination Event.

(vii)       Material Adverse Change.  Promptly after the occurrence thereof, notice of any Borrower Material Adverse Effect or Material Adverse Effect.

(c)          Conduct of Business.  The Servicer will carry on and conduct its business in substantially the same manner and in substantially the same fields, or fields complimentary or ancillary thereto, of enterprise as it is presently conducted, and will do all things necessary to remain duly organized, validly existing and in good standing as a domestic corporation in its jurisdiction of organization and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted if the failure to have such authority could reasonably be expected to have a Material Adverse Effect.

(d)          Compliance with Laws.  The Servicer will comply with all Applicable Laws to which it may be subject if the failure to comply could reasonably be expected to have a Material Adverse Effect.

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(e)          Furnishing of Information and Inspection of Receivables.  The Servicer will furnish or cause to be furnished to the Administrative Agent, the LC Bank and each Lender from time to time such information with respect to the Pool Receivables and the other Collateral as the Administrative Agent, the LC Bank or any Lender may reasonably request.  The Servicer will, at the Servicer’s expense, during regular business hours with prior written notice, (i) permit the Administrative Agent, the LC Bank and each Lender or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Collateral, (B) visit the offices and properties of the Servicer for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Collateral or the Servicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Servicer (provided that representatives of the Servicer are present during such discussions) having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Servicer’s expense, upon prior written notice from the Administrative Agent, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to the Pool Receivables and other Collateral; provided, that the Servicer shall be required to reimburse the Administrative Agent for only one (1) combined review of the Borrower pursuant to Section 8.01(g) and the Servicer, the Borrower and the Originators pursuant to clause (ii) above in any twelve-month period unless an Event of Default has occurred and is continuing.

(f)         Payments on Receivables, Collection Accounts.  The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box.  The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators.  If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly (but in any event within one (1) Business Day after receipt) remit such funds into a Collection Account.  The Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account.  If such funds are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds.  The Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds.  The Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) from the applicable Collection Account Bank.  The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

(g)          Extension or Amendment of Pool Receivables.  Except as otherwise permitted in Section 9.02, the Servicer will not alter the delinquency status or adjust the Outstanding Balance or otherwise modify the terms of any Pool Receivable in any material respect, or amend, modify or waive, in any material respect, any term or condition of any related Contract. The Servicer shall at its expense, timely and fully perform and comply in all material respects with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Pool Receivables (if any), and timely and fully comply with the Credit and Collection Policy with regard to each Pool Receivable and the related Contract.

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(h)         Change in Credit and Collection Policy.  The Servicer will not make any change in the Credit and Collection Policy that would be reasonably expected to either (x) have a material adverse effect on the collectability of the Pool Receivables or (y) have a Borrower Material Adverse Effect or a Material Adverse Effect, in each case, without the prior written consent of the Administrative Agent and the Majority Lenders.  Promptly following any material change in the Credit and Collection Policy, the Servicer will deliver a copy of the updated Credit and Collection Policy to the Administrative Agent and each Lender.

(i)          Records.  The Servicer will maintain and implement administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

(j)           Identifying of Records.  The Servicer shall identify its master data processing records relating to Pool Receivables and related Contracts with a legend that indicates that the Pool Receivables have been pledged in accordance with this Agreement.

(k)          Change in Payment Instructions to Obligors.  The Servicer shall not (and shall not permit any Sub-Servicer to) add, replace or terminate any Collection Account (or any related Lock-Box) or make any change in its instructions to the Obligors regarding payments to be made to the Collection Accounts (or any related Lock-Box), other than any instruction to remit payments to a different Collection Account (or any related Lock-Box), unless the Administrative Agent shall have received (i) prior written notice of such addition, termination or change and (ii) a signed and acknowledged Account Control Agreement (or an amendment thereto) with respect to such new Collection Accounts (or any related Lock-Box) in each case (x) in form and substance reasonably satisfactory to the Administrative Agent and (y) in accordance with the terms hereof and, if applicable, such Account Control Agreement.

(l)          Security Interest, Etc.  The Servicer shall, at its expense, take all action necessary to establish and maintain a valid and enforceable first priority perfected security interest in the Receivables and that portion of the Collateral in which a security interest may be created under the UCC and perfected by the filing of a financing statement under the UCC, in each case free and clear of any Adverse Claim in favor of the Administrative Agent (on behalf of the Secured Parties), including taking such action to perfect, protect or more fully evidence the security interest of the Administrative Agent (on behalf of the Secured Parties) as the Administrative Agent or any Secured Party may reasonably request.  In order to evidence the security interests of the Administrative Agent under this Agreement, the Servicer shall, from time to time take such action, or execute (if necessary) and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrative Agent) to maintain and perfect, as a first-priority interest, the Administrative Agent’s security interest in the Receivables and that portion of the Related Security and Collections in which a security interest may be perfected by the filing of a financing statement under the UCC.  The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrative Agent for the Administrative Agent’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrative Agent’s security interest as a first-priority interest.  The Administrative Agent’s approval of such filings shall authorize the Servicer to file such financing statements under the UCC without the signature of the Borrower, any Originator or the Administrative Agent where allowed by Applicable Law.  Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrative Agent.

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(m)        Further Assurances; Change in Name or Jurisdiction of Origination, etc.  The Servicer hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce their respective rights and remedies under this Agreement or any other Transaction Document.  Without limiting the foregoing, the Servicer hereby authorizes, and will, upon the request of the Administrative Agent (with such request being hereby deemed to be an authorization as to such filing by the Administrative Agent), at the Servicer’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that the Administrative Agent may reasonably request (with such request being hereby deemed to be an authorization as to such filing by the Administrative Agent), to perfect, protect or evidence any of the foregoing.

(n)         Anti-Money Laundering/International Trade Law Compliance.  The Servicer will not become a Sanctioned Person.  No Covered Entity, either in its own right or through any third party, will use the proceeds of any Credit Extension for the purpose of funding any operations in, financing any investments or activities in, or, making any payments to, a Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law.  The funds used to repay each Credit Extension will not be derived from any activity made unlawful by the Anti-Terrorism Laws.  The Servicer shall comply with all Anti-Terrorism Laws.  The Servicer shall promptly notify the Administrative Agent and each Lender in writing upon the occurrence of a Reportable Compliance Event.

(o)          Borrower’s Tax Status.   The Servicer shall not take or cause any action to be taken that could result in the Borrower (i) being treated other than as a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax purposes or (ii) becoming an association taxable as a corporation or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

SECTION 8.03.   Separate Existence of the Borrower.  Each of the Borrower and the Servicer hereby acknowledges that the Credit Parties are entering into the transactions contemplated by this Agreement and the other Transaction Documents in reliance upon the Borrower’s identity as a legal entity separate from any Originator, the Servicer, the Performance Guarantor and their Affiliates.  Therefore, each of the Borrower and Servicer shall take all steps specifically required by this Agreement to continue the Borrower’s identity as a separate legal entity and to make it apparent to third Persons that the Borrower is an entity with assets and liabilities distinct from those of the Performance Guarantor, the Originators, the Servicer and any other Person, and is not a division of the Performance Guarantor, the Originators, the Servicer, its Affiliates or any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, each of the Borrower and the Servicer shall take such actions as shall be required in order that:

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(a)          Special Purpose Entity.  The Borrower will be a special purpose company whose primary activities are restricted in its Limited Liability Company Agreement to: (i) purchasing or otherwise acquiring from the Originators, owning, holding, collecting, granting security interests or selling interests in, the Collateral, (ii) entering into agreements for the selling, servicing and financing of the Receivables Pool (including the Transaction Documents) and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities.

(b)          No Other Business or Debt.  The Borrower shall not engage in any business or activity except as set forth in this Agreement nor, incur any indebtedness or liability other than as expressly permitted by the Transaction Documents.

(c)          Independent Director.  Not fewer than one member of the Borrower’s board of directors (the “Independent Director”) shall be a natural person who (i) has never been, and shall at no time be, an equityholder, director, officer, manager, member, partner, officer, employee or associate, or any immediate relative of the foregoing, of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Director of the Borrower or an independent director of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a material customer or supplier of any member of the Parent Group (other than his or her service as an Independent Director of the Borrower or an independent director of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (iii) is not a member of the immediate family of any person described in (ii) above, and (iv) has (x) prior experience as an independent director for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent directors thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities.  For purposes of this clause (c), “Parent Group” shall mean (i) the Parent, the Servicer, the Performance Guarantor and each Originator, (ii) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Capital Stock in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners; provided that the term Parent Group shall not include any Person or relationship which exists solely as a result of direct or indirect ownership of, or control by, one or more common Initial Investors.  For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise.  A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any immediate relative of such spouse.

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The Borrower shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Director of the Borrower, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Director, or the failure of such Independent Director to satisfy the criteria for an Independent Director set forth in this clause (c), in which case the Borrower shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Director satis_fies the criteria for an Independent Director set forth in this clause (c).

The Borrower’s Limited Liability Company Agreement shall provide that: (A) the Borrower’s board of directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Borrower unless the Independent Director shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Director cannot be amended without the prior written consent of the Independent Director.

The Independent Director shall not at any time serve as a trustee in bankruptcy for the Borrower, the Parent, the Performance Guarantor, any Originator, the Servicer or any of their respective Affiliates.

(d)          Organizational Documents.  The Borrower shall maintain its organizational documents in conformity with this Agreement, such that it does not amend, restate, supplement or otherwise modify its ability to comply with the terms and provisions of any of the Transaction Documents, including, without limitation, Section 8.01(p).

(e)          Conduct of Business.  The Borrower shall conduct its affairs strictly in accordance with its organizational documents and observe all necessary, appropriate and customary company formalities, including, but not limited to, holding all regular and special members’ and board of directors’ meetings appropriate to authorize all company action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts.

(f)          Compensation.  Any employee, consultant or agent of the Borrower will be compensated from the Borrower’s funds for services provided to the Borrower, and to the extent that Borrower shares the same employees as the Servicer (or any other Affiliate thereof), the salaries and expenses relating to providing benefits to such employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with such common employees.  The Borrower will not engage any agents other than its attorneys, auditors and other professionals, and a servicer and any other agent contemplated by the Transaction Documents for the Receivables Pool, which servicer will be fully compensated for its services by payment of the Servicing Fee.

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(g)          Servicing and Costs.  The Borrower will contract with the Servicer to perform for the Borrower all operations required on a daily basis to service the Receivables Pool.  The Borrower will not incur any indirect or overhead expenses for items shared with the Servicer (or any other Affiliate thereof) that are not reflected in the Servicing Fee.  To the extent, if any, that the Borrower (or any Affiliate thereof) shares items of expenses not reflected in the Servicing Fee, such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered.

(h)          Operating Expenses.  The Borrower’s operating expenses will not be paid by the Servicer, the Parent, the Performance Guarantor, any Originator or any Affiliate thereof.

(i)           Stationery.  The Borrower will have its own separate stationery.

(j)          Books and Records.  The Borrower’s books and records will be maintained separately from those of the Servicer, the Parent, the Performance Guarantor, the Originators and any of their Affiliates and in a manner such that it will not be difficult or costly to segregate, ascertain or otherwise identify the assets and liabilities of the Borrower.

(k)          Disclosure of Transactions.  All financial statements of the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliate thereof that are consolidated to include the Borrower will disclose that (i) the Borrower’s sole business consists of the purchase or acceptance through capital contributions of the Receivables and Related Rights from the Originators and the subsequent retransfer of or granting of a security interest in such Receivables and Related Rights to the Administrative Agent pursuant to this Agreement, (ii) the Borrower is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of the Borrower’s assets prior to any assets or value in the Borrower becoming available to the Borrower’s equity holders and (iii) the assets of the Borrower are not available to pay creditors of the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliate thereof.

(l)           Segregation of Assets.  The Borrower’s assets will be maintained in a manner that facilitates their identification and segregation from those of the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliates thereof.

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(m)        Corporate Formalities.  The Borrower will strictly observe limited liability company formalities in its dealings with the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliates thereof, and funds or other assets of the Borrower will not be commingled with those of the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliates thereof except as permitted by this Agreement in connection with servicing the Pool Receivables.  The Borrower shall not maintain joint bank accounts or other depository accounts to which the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliate thereof (other than the Servicer solely in its capacity as such) has independent access.  The Borrower is not named, and has not entered into any agreement to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy with respect to any loss relating to the property of the Servicer, the Parent, the Performance Guarantor, the Originators or any Subsidiaries or other Affiliates thereof.  The Borrower will pay to the appropriate Affiliate the marginal increase or, in the absence of such increase, the market amount of its portion of the premium payable with respect to any insurance policy that covers the Borrower and such Affiliate.

(n)          Arm’s-Length Relationships.  The Borrower will maintain arm’s-length relationships with the Servicer, the Parent, the Performance Guarantor, the Originators and any Affiliates thereof.  Any Person that renders or otherwise furnishes services to the Borrower will be compensated by the Borrower at market rates for such services it renders or otherwise furnishes to the Borrower.  Neither the Borrower on the one hand, nor the Servicer, the Parent, the Performance Guarantor, any Originator or any Affiliate thereof, on the other hand, will be or will hold itself out to be responsible for the debts of the other or the decisions or actions respecting the daily business and affairs of the other.  The Borrower, the Servicer, the Parent, the Performance Guarantor, the Originators and their respective Affiliates will immediately correct any known misrepresentation with respect to the foregoing, and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity.

(o)          Allocation of Overhead.  To the extent that Borrower, on the one hand, and the Servicer, the Parent, the Performance Guarantor, any Originator or any Affiliate thereof, on the other hand, have offices in the same location, the Borrower shall pay a fair and appropriate allocation of overhead costs between it and them, and the Borrower shall bear its fair share of such expenses, which may be paid through the Servicing Fee or otherwise.

ARTICLE IX

ADMINISTRATION AND COLLECTION

OF RECEIVABLES

SECTION 9.01.   Appointment of the Servicer.

(a)          The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section 9.01.  Until the Administrative Agent gives notice to GDI(in accordance with this Section 9.01) of the designation of a new Servicer, GDIis hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of an Event of Default, the Administrative Agent may (with the consent of the Majority Lenders) and shall (at the direction of the Majority Lenders) designate as Servicer any Person (including itself) to succeed GDIor any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof.

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(b)          Upon the designation of a successor Servicer as set forth in clause (a) above, GDIagrees that it will terminate its activities as Servicer hereunder in a manner that the Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and GDIshall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security.

(c)         GDI acknowledges that, in making its decision to execute and deliver this Agreement, the Administrative Agent and each Lenderhave relied on GDI’s agreement to act as Servicer hereunder. Accordingly, GDIagrees that it will not voluntarily resign as Servicer without the prior written consent of the Administrative Agent and the Majority Lenders.

(d)          The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) the Borrower, the Administrative Agent and each Lender shall have the right to look solely to the Servicer for performance, (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer) and (v) if such Sub-Servicer is not an Affiliate of the Parent, the Administrative Agent and the Majority Lenders shall have consented in writing in advance to such delegation.

SECTION 9.02.   Duties of the Servicer.

(a)         The Servicer shall take or cause to be taken all such action as may be necessary to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the Originators.  The Servicer shall set aside, for the accounts of each Secured Party, the amount of Collections to which each such Secured Party is entitled in accordance with Article IVhereof.  The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Partyunder this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the Administrative Agent.  The Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Secured Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable.

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(b)          The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower the collections of any indebtedness that is not a Pool Receivable, less, if GDIor an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than GDIor an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable.

(c)          The Servicer’s obligations hereunder shall terminate on the Final Payout Date.  Promptly following the Final Payout Date, the Servicer shall deliver to the Borrower all books, records and related materials that the Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

SECTION 9.03.   Collection Account Arrangements.  Prior to the Closing Date, the Borrower shall have entered into Account Control Agreements with all of the Collection Account Banks and delivered executed counterparts of each to the Administrative Agent.  Upon the occurrence and during the continuance of an Unmatured Event of Default or an Event of Default, the Administrative Agent may (with the consent of the Majority Lenders) and shall (upon the direction of the Majority Lenders) at any time thereafter give notice to each Collection Account Bank that the Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive dominion and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over the funds deposited therein (for the benefit of the Secured Parties), (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrative Agent’s instructions rather than deposited in the applicable Collection Account and (c) to take any or all other actions permitted under the applicable Account Control Agreement.  The Borrower hereby agrees that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Pool Receivables and the Borrower hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control.  Any proceeds of Pool Receivables received by the Borrower or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent.

SECTION 9.04.   Enforcement Rights.

(a)          At any time following the occurrence and during the continuation of an Event of Default:

(i)          the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee;

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(ii)        the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;

(iii)       the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee;

(iv)        the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts;

(v)         the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and

(vi)        the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty.

For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents.

(b)          The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), and irrevocably appoints the Administrative Agent as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral.  Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever.

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(c)         The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), and irrevocably appoints the Administrative Agent as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral.  Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever.

SECTION 9.05.   Responsibilities of the Borrower.

(a)          Anything herein to the contrary notwithstanding, the Borrower shall: pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. None of the Credit Parties shall have any obligation or liability with respect to any Collateral, nor shall any of them be obligated to perform any of the obligations of the Borrower, the Serviceror any Originator thereunder.

(b)          GDIhereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, GDIshall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that GDIconducted such data-processing functions while it acted as the Servicer.  In connection with any such processing functions, the Borrower shall pay to GDI its reasonable out-of-pocket costs and expenses from the Borrower’s own funds (subject to the priority of payments set forth in Section 4.01).

SECTION 9.06.   Servicing Fee.

(a)         Subject to clause (b) below, the Borrower shall pay the Servicer a fee (the “Servicing Fee”) equal to 1.00% per annum (the “Servicing Fee Rate”) of the daily average aggregate Outstanding Balance of the Pool Receivables.  Accrued Servicing Fees shall be payable from Collections to the extent of available funds in accordance with Section 4.01.

(b)         If theServicer ceases to be GDIor anAffiliate thereof, theServicing Fee shall be the greater of: (i) the amount calculated pursuant to clause(a) above and (ii) an alternative amount specified by the successorServicer not to exceed 110% of the aggregate reasonable costs and expenses incurred by such successorServicer in connection with the performance of its obligations asServicer hereunder.

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ARTICLE X

EVENTS OF DEFAULT

SECTION 10.01. Events of Default.  If any of the following events (each an “Event of Default”) shall occur:

(a)         (i) the Borrower, any Originator, the Performance Guarantor or the Servicer shall fail to perform or observe any term, covenant or agreement under this Agreement or any other Transaction Document (other than any such failure which would constitute an Event of Default under clause (ii) or (iii) of this paragraph (a)), and such failure, solely to the extent capable of cure, shall continue for ten (10) Business Days, (ii) the Borrower, any Originator, the Performance Guarantor or the Servicer shall fail to make when due (x) any payment or deposit to be made by it under this Agreement or any other Transaction Document and such failure shall continue unremedied for two (2) Business Days or (iii) GDI shall resign as Servicer, and no successor Servicer reasonably satisfactory to the Administrative Agent shall have been appointed;

(b)          any representation or warranty made or deemed made by the Borrower, any Originator, the Performance Guarantor or the Servicer (or any of their respective officers) under or in connection with this Agreement or any other Transaction Document or any information or report delivered by the Borrower, any Originator, the Performance Guarantor or the Servicer pursuant to this Agreement or any other Transaction Document, shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered;

(c)          the Borrower or the Servicer shall fail to deliver a Monthly Report or Interim Report pursuant to this Agreement, and such failure shall remain unremedied for two (2) Business Days;

(d)        this Agreement or any security interest granted pursuant to this Agreement or any other Transaction Document shall for any reason cease to create, or for any reason cease to be, a valid and enforceable first priority perfected security interest in favor of the Administrative Agent with respect to the Collateral, free and clear of any Adverse Claim;

(e)          the Borrower, any Originator, the Performance Guarantor or the Servicer shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any Insolvency Proceeding shall be instituted by or against the Borrower, any Originator, the Performance Guarantor or the Servicer and, in the case of any such proceeding instituted against any Originator, the Performance Guarantor or the Servicer (but not instituted by such Person), either such proceeding is not controverted within thirty (30) days after commencement of such proceeding or shall remain undismissed or unstayed for a period of sixty (60) consecutive days, or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower, any Originator, the Performance Guarantor or the Servicer shall take any corporate or organizational action to authorize any of the actions set forth above in this paragraph;

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(f)          (i) the average for three consecutive Fiscal Months of:  (A) the Default Ratio shall exceed 2.0%, (B) the Delinquency Ratio shall exceed 8.0% or (C) the Dilution Ratio shall exceed the Dilution Trigger or (ii) the Days’ Sales Outstanding shall exceed 78.0 days;

(g)          a Change in Control shall occur;

(h)          a Borrowing Base Deficit shall occur, and shall not have been cured within two (2) Business Days;

(i)          (i) the Borrower shall fail to pay any principal of or premium or interest on any of its Debt when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement, mortgage, indenture or instrument relating to such Debt (whether or not such failure shall have been waived under the related agreement); (ii) any Originator, the Performance Guarantor or the Servicer, or any of their respective Subsidiaries, individually or in the aggregate, shall fail to pay any principal of or premium or interest on (x) any Debt under the Credit Agreement or (y) any of its other Debt that is outstanding in a principal amount of at least $50,000,000 in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the Credit Agreement or such agreement, mortgage, indenture or instrument relating to such Debt (whether or not such failure shall have been waived under the related agreement); (iii) any other event shall occur or condition shall exist under the Credit Agreement or any other agreement, mortgage, indenture or instrument relating to any such Debt (as referred to in clause (i) or (ii) of this paragraph and shall continue after the applicable grace period (not to exceed 30 days), if any, specified in the Credit Agreement or such other agreement, mortgage, indenture or instrument (whether or not such failure shall have been waived under the related agreement), if the effect of such event or condition is to give the applicable debtholders the right (whether acted upon or not) to accelerate the maturity of such Debt (as referred to in clause (i) or (ii) of this paragraph) or to terminate the commitment of any lender thereunder, or (iv) any such Debt (as referred to in clause (i) or (ii) of this paragraph) shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt shall be required to be made or the commitment of any lender thereunder terminated, in each case before the stated maturity thereof;

(j)           any “Event of Default” (as defined in the Credit Agreement) shall occur under the Credit Agreement (for the avoidance of doubt, this clause (j) shall not be construed to limit the preceding clause (i));

(k)          the Performance Guarantor shall fail to perform any of its obligations under the Performance Guaranty and such failure shall continue unremedied for two (2) Business Days;

(l)          the Borrower shall fail (x) at any time (other than for ten (10) Business Days following notice of the death or resignation of any Independent Director) to have an Independent Director who satisfies each requirement and qualification specified in Section 8.03(c) of this Agreement for Independent Directors, on the Borrower’s board of directors or (y) to timely notify the Administrative Agent of any replacement or appointment of any director that is to serve as an Independent Director on the Borrower’s board of directors as required pursuant to Section 8.03(c) of this Agreement;

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(m)         either (i) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any assets of the Borrower, any Originator or the Parent or (ii) the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower, the Servicer, any Originator or the Parent;

(n)          (i) the occurrence of a Reportable Event; (ii) the adoption of an amendment to a Pension Plan that would require the provision of security pursuant to Section 401(a)(29) of the Code; (iii) the existence with respect to any Multiemployer Plan of an “accumulated funding deficiency” (as defined in Section 431 of the Code or Section 304 of ERISA), whether or not waived; (iv) the failure to satisfy the minimum funding standard under Section 412 of the Code with respect to any Pension Plan (v) the incurrence of any liability under Title IV of ERISA with respect to the termination of any Pension Plan or the withdrawal or partial withdrawal of any of the Borrower, any Originator, the Servicer, the Parent or any of their respective ERISA Affiliates from any Multiemployer Plan; (vi) the receipt by any of the Borrower, any Originator, the Servicer, the Parent or any of their respective ERISA Affiliates  from  the PBGC or any plan administrator of any notice relating to the intention to terminate any Pension Plan or Multiemployer Plan or to appoint a trustee to administer any Pension Plan or Multiemployer Plan; (vii) the receipt by the Borrower, any Originator, the Servicer, the Parent or any of their respective ERISA Affiliates of any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent within the meaning of Title IV of ERISA; (viii) the occurrence of a prohibited transaction with respect to any of the Borrower, any Originator, the Servicer, the Parent or any of their respective ERISA Affiliates (pursuant to Section 4975 of the Code); (ix) the occurrence or existence of any other similar event or condition with respect to a Pension Plan or a Multiemployer Plan, with respect to each of clause (i) through (ix), either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect or a Borrower Material Adverse Effect;

(o)          a Material Adverse Effect shall occur and remain unremedied for ten (10) Business Days or a Borrower Material Adverse Effect shall occur;

(p)          a Purchase and Sale Termination Event shall occur under the Purchase and Sale Agreement;

(q)          the Borrower shall (x) be required to register as an “investment company” within the meaning of the Investment Company Act or (y) become a “covered fund” within the meaning of the Volker Rule;

(r)          any material provision of this Agreement or any other Transaction Document shall cease to be in full force and effect or any of the Borrower, any Originator, the Performance Guarantor or the Servicer (or any of their respective Affiliates) shall so state in writing;

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(s)          one or more judgments or decrees shall be entered against the Borrower, any Originator, the Performance Guarantor or the Servicer, or any Affiliate of any of the foregoing involving in the aggregate a liability (not paid or to the extent not covered by a reputable and solvent insurance company) and such judgments and decrees either shall be final and non-appealable or shall not be vacated, discharged or stayed or bonded pending appeal for any period of thirty (30) consecutive days, and the aggregate amount of all such judgments equals or exceeds $50,000,000 (or solely with respect to the Borrower, $15,325); or

(t)           a Financial Covenant Event shall occur;

then, and in any such event, the Administrative Agent may (or, at the direction of the Majority Lenders shall) by notice to the Borrower (x) declare the Termination Date to have occurred (in which case the Termination Date shall be deemed to have occurred), (y) declare the Final Maturity Date to have occurred (in which case the Final Maturity Date shall be deemed to have occurred) and (z) declare the Aggregate Capital and all other Borrower Obligations to be immediately due and payable (in which case the Aggregate Capital and all other Borrower Obligations shall be immediately due and payable); provided that, automatically upon the occurrence of any event (without any requirement for the giving of notice) described in subsection (e) of this Section 10.01 with respect to the Borrower, the Termination Date shall occur and the Aggregate Capital and all other Borrower Obligations shall be immediately due and payable.  Upon any such declaration or designation or upon such automatic termination, the Administrative Agent and the other Secured Parties shall have, in addition to the rights and remedies which they may have under this Agreement and the other Transaction Documents, all other rights and remedies provided after default under the UCC and under other Applicable Law, which rights and remedies shall be cumulative.  Any proceeds from liquidation of the Collateral shall be applied in the order of priority set forth in Section 4.01.

ARTICLE XI

THE ADMINISTRATIVE AGENT

SECTION 11.01. Authorization and Action.  Each Credit Party hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto.  The Administrative Agent shall not have any duties other than those expressly set forth in the Transaction Documents, and no implied obligations or liabilities shall be read into any Transaction Document, or otherwise exist, against the Administrative Agent.  The Administrative Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Borrower or any Affiliate thereof or any Credit Party except for any obligations expressly set forth herein.  Notwithstanding any provision of this Agreement or any other Transaction Document, in no event shall the Administrative Agent ever be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to any provision of any Transaction Document or Applicable Law.

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SECTION 11.02.  Administrative Agent’s Reliance, Etc.  Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement (including, without limitation, the Administrative Agent’s servicing, administering or collecting Pool Receivables in the event it replaces the Servicer in such capacity pursuant to Section 9.01), in the absence of its or their own gross negligence or willful misconduct.  Without limiting the generality of the foregoing, the Administrative Agent: (a) may consult with legal counsel (including counsel for any Credit Party or the Servicer), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b) makes no warranty or representation to any Credit Party (whether written or oral) and shall not be responsible to any Credit Party for any statements, warranties or representations (whether written or oral) made by any other party in or in connection with this Agreement; (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Credit Party or to inspect the property (including the books and records) of any Credit Party; (d) shall not be responsible to any Credit Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (e) shall be entitled to rely, and shall be fully protected in so relying, upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

SECTION 11.03.  Administrative Agent and Affiliates.  With respect to any Credit Extension or interests therein owned by any Credit Party that is also the Administrative Agent, such Credit Party shall have the same rights and powers under this Agreement as any other Credit Party and may exercise the same as though it were not the Administrative Agent.  The Administrative Agent and any of its Affiliates may generally engage in any kind of business with the Borrower or any Affiliate thereof and any Person who may do business with or own securities of the Borrower or any Affiliate thereof, all as if the Administrative Agent were not the Administrative Agent hereunder and without any duty to account therefor to any other Secured Party.

SECTION 11.04.  Indemnification of Administrative Agent.  Each Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower or any Affiliate thereof), ratably according to the respective Percentage of such Lender, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.

SECTION 11.05.  Delegation of Duties.  The Administrative Agent may execute any of its duties through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.  The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

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SECTION 11.06.  Action or Inaction by Administrative Agent.  The Administrative Agent shall in all cases be fully justified in failing or refusing to take action under any Transaction Document unless it shall first receive such advice or concurrence of the Lenders and assurance of its indemnification by the Lenders, as it deems appropriate.  The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or at the direction of the Lenders and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all Credit Parties.  The Credit Parties and the Administrative Agent agree that unless any action to be taken by the Administrative Agent under a Transaction Document (i) specifically requires the advice or concurrence of all Lenders or (ii) may be taken by the Administrative Agent alone or without any advice or concurrence of any Lender, then the Administrative Agent may take action based upon the advice or concurrence of the Majority Lenders.

SECTION 11.07.  Notice of Events of Default; Action by Administrative Agent.  The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Unmatured Event of Default or Event of Default unless the Administrative Agent has received notice from any Credit Party or the Borrower stating that an Unmatured Event of Default or Event of Default has occurred hereunder and describing such Unmatured Event of Default or Event of Default.  If the Administrative Agent receives such a notice, it shall promptly give notice thereof to each Lender, whereupon each Lender shall promptly give notice thereof to its respective LC Participant(s).  The Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, concerning an Unmatured Event of Default or Event of Default or any other matter hereunder as the Administrative Agent deems advisable and in the best interests of the Secured Parties.

SECTION 11.08.  Non-Reliance on Administrative Agent and Other Parties.  Each Credit Party expressly acknowledges that neither the Administrative Agent nor any of its directors, officers, agents or employees has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent.  Each Credit Party represents and warrants to the Administrative Agent that, independently and without reliance upon the Administrative Agent or any other Credit Party and based on such documents and information as it has deemed appropriate, it has made and will continue to make its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Borrower, each Originator, the Performance Guarantor or the Servicer and the Pool Receivables and its own decision to enter into this Agreement and to take, or omit, action under any Transaction Document.  Except for items expressly required to be delivered under any Transaction Document by the Administrative Agent to any Credit Party, the Administrative Agent shall not have any duty or responsibility to provide any Credit Party with any information concerning the Borrower, any Originator, the Performance Guarantor or the Servicer that comes into the possession of the Administrative Agent or any of its directors, officers, agents, employees, attorneys-in-fact or Affiliates.

SECTION 11.09.  Successor Administrative Agent.

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(a)         The Administrative Agent may, upon at least thirty (30) days’ notice to the Borrower, the Servicer and each Lender, resign as Administrative Agent.  Except as provided below, such resignation shall not become effective until a successor Administrative Agent is appointed by the Majority Lenders as a successor Administrative Agent and has accepted such appointment.  If no successor Administrative Agent shall have been so appointed by the Majority Lenders, within thirty (30) days after the departing Administrative Agent’s giving of notice of resignation, the departing Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent as successor Administrative Agent.  If no successor Administrative Agent shall have been so appointed by the Majority Lenders within sixty (60) days after the departing Administrative Agent’s giving of notice of resignation, the departing Administrative Agent may, on behalf of the Secured Parties, petition a court of competent jurisdiction to appoint a successor Administrative Agent.

(b)          Upon such acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights and duties of the resigning Administrative Agent, and the resigning Administrative Agent shall be discharged from its duties and obligations under the Transaction Documents.  After any resigning Administrative Agent’s resignation hereunder, the provisions of this Article XI and Article XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent.

SECTION 11.10.  Structuring Agent.  Each of the parties hereto hereby acknowledges and agrees that the Structuring Agent shall not have any right, power, obligation, liability, responsibility or duty under this Agreement, other than the Structuring Agent’s right to receive fees pursuant to Section 2.03.  Each Credit Party acknowledges that it has not relied, and will not rely, on the Structuring Agent in deciding to enter into this Agreement and to take, or omit to take, any action under any Transaction Document.

ARTICLE XII

INDEMNIFICATION

SECTION 12.01.  Indemnities by the Borrower.

(a)          Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claim.  Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):

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(i)         any Pool Receivable which the Borrower or the Servicer includes as an Eligible Receivable as part of the Net Receivables Pool Balance but which is not an Eligible Receivable at such time;

(ii)        any representation, warranty or statement made or deemed made by the Borrower (or any of its respective officers) under or in connection with this Agreement, any of the other Transaction Documents, any Monthly Report, any Interim Report or any other information or report delivered by or on behalf of the Borrower pursuant hereto which shall have been untrue or incorrect when made or deemed made;

(iii)       the failure by the Borrower to comply with any Applicable Law with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such Applicable Law;

(iv)       the failure to vest in the Administrative Agent a first priority perfected security interest in all or any portion of the Collateral, in each case free and clear of any Lien;

(v)        the failure to have filed, or any delay in filing, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Pool Receivable and the other Collateral and Collections in respect thereof, whether at the time of any Credit Extension or at any subsequent time;

(vi)       any dispute, claim or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to collection activities with respect to such Pool Receivable;

(vii)      any failure of the Borrower to perform any of its duties or obligations in accordance with the provisions hereof and of each other Transaction Document related to Pool Receivables or to timely and fully comply with the Credit and Collection Policy in regard to each Pool Receivable;

(viii)     any products liability, environmental or other claim arising out of or in connection with any Pool Receivable or other merchandise, goods or services which are the subject of or related to any Pool Receivable;

(ix)       the commingling of Collections of Pool Receivables at any time with other funds;

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(x)        any investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or the use of proceeds of any Credit Extensions or in respect of any Pool Receivable or other Collateral or any related Contract;

(xi)       any failure of the Borrower to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document;

(xii)      any setoff with respect to any Pool Receivable;

(xiii)     any claim brought by any Person other than a Borrower Indemnified Party arising from any activity by the Borrower or any Affiliate of the Borrower in servicing, administering or collecting any Pool Receivable;

(xiv)     the failure by the Borrower to pay when due any taxes, including, without limitation, sales, excise or personal property taxes;

(xv)      any failure of a Collection Account Bank to comply with the terms of the applicable Account Control Agreement or any amounts (including in respect of an indemnity) payable by the Administrative Agent to a Collection Account Bank under any Account Control Agreement;

(xvi)     any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim in each case resulting from the sale of goods or the rendering of services related to such Pool Receivable or the furnishing or failure to furnish any such goods or services or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness;

(xvii)    any action taken by the Administrative Agent as attorney-in-fact for the Borrower, any Originator or the Servicer pursuant to this Agreement or any other Transaction Document;

(xviii)   the use of proceeds of any Credit Extension or the usage of any Letter of Credit; or

(xix)     any reduction in Capital as a result of the distribution of Collections if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason.

(b)          Notwithstanding anything to the contrary in this Agreement, solely for purposes of the Borrower’s indemnification obligations in clauses (ii), (iii), (vii) and (xi) of this Article XII, any representation, warranty or covenant qualified by the occurrence or non-occurrence of a material adverse effect or similar concepts of materiality shall be deemed to be not so qualified.

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(c)          If for any reason the foregoing indemnification is unavailable (other than pursuant to the exclusions contained in Section 12.01(a)) to any Borrower Indemnified Party or insufficient to hold it harmless, then the Borrower shall contribute to such Borrower Indemnified Party the amount paid or payable by such Borrower Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Borrower and its Affiliates on the one hand and such Borrower Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Borrower and its Affiliates and such Borrower Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations.  The reimbursement, indemnity and contribution obligations of the Borrower under this Section shall be in addition to (but without duplication of) any liability which the Borrower may otherwise have, shall extend upon the same terms and conditions to each Borrower Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Borrower and the Borrower Indemnified Parties.

(d)          Any indemnification or contribution under this Section shall survive the termination of this Agreement.

SECTION 12.02.  Indemnification by the Servicer.

(a)          The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor.  Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

(i)         any representation, warranty or statement made or deemed made by the Servicer (or any of its respective officers) under or in connection with this Agreement, any of the other Transaction Documents, any Monthly Report, any Interim Report or any other written information or written report delivered by or on behalf of the Servicer pursuant hereto which shall have been untrue or incorrect when made or deemed made;

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(ii)         the failure by the Servicer to comply with any Applicable Law with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such Applicable Law;

(iii)        the commingling of Collections of Pool Receivables at any time with other funds;

(iv)       any failure of a Collection Account Bank to comply with the terms of the applicable Account Control Agreement or any amounts (including in respect of an indemnity) payable by the Administrative Agent to a Collection Account Bank under any Account Control Agreement; or

(v)         any failure of the Servicer to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document.

(b)          If for any reason the foregoing indemnification is unavailable (other than pursuant to the exclusions contained in Section 12.02(a)) to any Servicer Indemnified Party or insufficient to hold it harmless, then the Servicer shall contribute to the amount paid or payable by such Servicer Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Servicer and its Affiliates on the one hand and such Servicer Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Servicer and its Affiliates and such Servicer Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations.  The reimbursement, indemnity and contribution obligations of the Servicer under this Section shall be in addition to (but without duplication of) any liability which the Servicer may otherwise have, shall extend upon the same terms and conditions to Servicer Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Servicer and the Servicer Indemnified Parties.

(c)          Any indemnification or contribution under this Section shall survive the termination of this Agreement.

ARTICLE XIII

MISCELLANEOUS

SECTION 13.01.  Amendments, Etc.

(a)          No failure on the part of any Credit Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.  No amendment or waiver of any provision of this Agreement or consent to any departure by any of the Borrower or any Affiliate thereof shall be effective unless in a writing signed by the Administrative Agent and the Majority Lenders (and, in the case of any amendment, also signed by the Borrower), and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (A) no amendment, waiver or consent shall, unless in writing and signed by the Servicer, affect the rights or duties of the Servicer under this Agreement; (B) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and each Lender:

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(i)          change (directly or indirectly) the definitions of, Borrowing Base Deficit, Defaulted Receivable, Delinquent Receivable, Eligible Receivable, Facility Limit, Final Maturity Date, Net Receivables Pool Balance or Total Reserves contained in this Agreement, or increase the then existing Concentration Percentage for any Obligor or change the calculation of the Borrowing Base;

(ii)         reduce the amount of Capital or Interest that is payable on account of any Loan or with respect to any other Credit Extension or delay any scheduled date for payment thereof;

(iii)        change any Event of Default;

(iv)        release all or a material portion of the Collateral from the Administrative Agent’s security interest created hereunder;

(v)         release the Performance Guarantor from any of its obligations under the Performance Guaranty or terminate the Performance Guaranty;

(vi)        change any of the provisions of this Section 13.01 or the definition of “Majority Lenders”; or

(vii)       change the order of priority in which Collections are applied pursuant to Section 4.01.

Notwithstanding the foregoing, (A) no amendment, waiver or consent shall increase any Lender’s or LC Participant’s Commitment hereunder without the consent of such Lender or LC Participant, as applicable and (B) no amendment, waiver or consent shall reduce any Fees payable by the Borrower to any Lender or delay the dates on which any such Fees are payable, in either case, without the consent of such Lender and (C) no consent with respect to any amendment, waiver or other modification of this Agreement shall be required of any Defaulting Lender, except in accordance with the terms set forth in Section 2.05(b).  For the avoidance of doubt and notwithstanding the foregoing, the definition of “Financial Covenant Event” and Section 10.01(t) may be modified by the Administrative Agent from time to time in accordance with the terms set forth in the definition of “Financial Covenant Event”.

SECTION 13.02.  Notices, Etc.  All notices and other communications hereunder shall, unless otherwise stated herein, be in writing (which shall include facsimile communication) and faxed or delivered, to each party hereto, at its address set forth under its name on Schedule III hereto or at such other address as shall be designated by such party in a written notice to the other parties hereto.  Notices and communications by facsimile shall be effective when sent (and shall be followed by hard copy sent by regular mail), and notices and communications sent by other means shall be effective when received.

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SECTION 13.03.  Assignability; Addition of Lenders.

(a)          Assignment by Lenders.  Each Lender may assign to any Eligible Assignee all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and any Loan or interests therein owned by it); provided, however that

(i)         except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing;

(ii)         each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement;

(iii)       the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and

(iv)        the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement.

Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

(b)         Register.  The Administrative Agent shall, acting solely for this purpose as an agent of the Borrower, maintain at its address referred to on Schedule III of this Agreement (or such other address of the Administrative Agent notified by the Administrative Agent to the other parties hereto) a copy of each Assignment and Acceptance Agreement delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders, the Commitment of each Lender and the aggregate outstanding Capital (and stated interest) of the Loans of each Lender from time to time (the “Register”).  The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Servicer, the Administrative Agent, the Lenders, and the other Credit Parties may treat each Person whose name is recorded in the Register as a Lender under this Agreement for all purposes of this Agreement.  The Register shall be available for inspection by the Borrower, the Servicer, the LC Bank and any Lender at any reasonable time and from time to time upon reasonable prior notice.

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(c)         Procedure.  Upon its receipt of an Assignment and Acceptance Agreement executed and delivered by an assigning Lender and an Eligible Assignee or assignee Lender, the Administrative Agent shall, if such Assignment and Acceptance Agreement has been duly completed, (i) accept such Assignment and Acceptance Agreement, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower and the Servicer.

(d)          Participations.  Each Lender may sell participations to one or more Eligible Assignees (each, a “Participant”) in or to all or a portion of its rights and/or obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the interests in the Loans owned by it); provided, however, that

(i)          such Lender’s obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, and

(ii)          such Lender shall remain solely responsible to the other parties to this Agreement for the performance of such obligations.

The Administrative Agent, the Lenders, the LC Bank, the LC Participants, the Borrower and the Servicer shall have the right to continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

(e)         Participant Register.  Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under this Agreement) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.  For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(f)          Assignments by Administrative Agent.  This Agreement and the rights and obligations of the Administrative Agent herein shall be assignable by the Administrative Agent and its successors and assigns; provided that in the case of an assignment to a Person that is not an Affiliate of the Administrative Agent, so long as no Event of Default or Unmatured Event of Default has occurred and is continuing, such assignment shall require the Borrower’s consent (not to be unreasonably withheld, conditioned or delayed).

(g)         Assignments by the Borrower or the Servicer.  Neither the Borrower nor, except as provided in Section 9.01, the Servicer may assign any of its respective rights or obligations hereunder or any interest herein without the prior written consent of the Administrative Agent, the LC Bank and each Lender (such consent to be provided or withheld in the sole discretion of such Person).

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(h)         Pledge to a Federal Reserve Bank. Notwithstanding anything to the contrary set forth herein, (i) any Lender or any of its respective Affiliates may at any time pledge or grant a security interest in all or any portion of its interest in, to and under this Agreement (including, without limitation, rights to payment of Capital and Interest) and any other Transaction Document to secure its obligations to a Federal Reserve Bank or other central bank having jurisdiction over such Lender, without notice to or the consent of the Borrower, the Servicer, any Affiliate thereof or any Credit Party; provided, however, that that no such pledge shall relieve such assignor of its obligations under this Agreement.

(i)          Pledge to a Security Trustee.  Notwithstanding anything to the contrary set forth herein, (i) any Lender or any of their respective Affiliates may at any time pledge or grant a security interest in all or any portion of its interest in, to and under this Agreement (including, without limitation, rights to payment of Capital and Interest) and any other Transaction Document to a security trustee  in connection with the funding by such Person of Loans, without notice to or the consent of the Borrower, the Servicer, any Affiliate thereof or any Credit Party; provided, however, that that no such pledge shall relieve such assignor of its obligations under this Agreement.

SECTION 13.04.  Costs and Expenses.  In addition to the rights of indemnification granted under Section 12.01 hereof, the Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Transaction Documents (together with all amendments, restatements, supplements, consents and waivers, if any, from time to time hereto and thereto), including, without limitation, (i) the reasonable Attorney Costs for the Administrative Agent and the other Credit Parties and any of their respective Affiliates with respect thereto and with respect to advising the Administrative Agent and the other Credit Parties and their respective Affiliates as to their rights and remedies under this Agreement and the other Transaction Documents and (ii) reasonable accountants’, auditors’ and consultants’ fees and expenses for the Administrative Agent and the other Credit Parties and any of their respective Affiliates incurred in connection with the administration and maintenance of this Agreement or advising the Administrative Agent or any other Credit Party as to their rights and remedies under this Agreement or as to any actual or reasonably claimed breach of this Agreement or any other Transaction Document.  In addition, the Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses (including reasonable Attorney Costs), of the Administrative Agent and the other Credit Parties and their respective Affiliates, incurred in connection with the enforcement of any of their respective rights or remedies under the provisions of this Agreement and the other Transaction Documents.

SECTION 13.05.  No Proceedings; Limitation on Payments.

(a)          Each of the Servicer and each Lender and each assignee of a Loan or any interest therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Borrower any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrative Agent may take any such action in its sole discretion following the occurrence of an Event of Default.

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(b)          The provisions of this Section 13.05 shall survive any termination of this Agreement.

SECTION 13.06.  Confidentiality.

(a)          Each of the Borrower and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement or the Fee Letter (including any fees payable in connection with this Agreement, the Fee Letter or any other Transaction Document or the identity of the Administrative Agent or any other Credit Party), except as the Administrative Agent and each Lender may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors, Representatives, the Initial Investors and the Permitted Holders, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Borrower, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Borrower and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrative Agent and the affected Credit Party of its intention to make any such disclosure prior to making such disclosure.  Each of the Borrower and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section.  Notwithstanding the foregoing, it is expressly agreed that each of the Borrower, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrative Agent shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; and provided, further, that no such press release shall name or otherwise identify the Administrative Agent, any other Credit Party or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).  Notwithstanding the foregoing, the Borrower consents to the publication by the Administrative Agent or any other Credit Party of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement.

(b)          Each of the Administrative Agent and each other Credit Party, severally and with respect to itself only, agrees to hold in confidence, and not disclose to any Person, any confidential and proprietary information concerning the Borrower, the Servicer and their respective Affiliates and their businesses or the terms of this Agreement (including any fees payable in connection with this Agreement or the other Transaction Documents), except as the Borrower or the Servicer may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to its assignees and Participants and potential assignees and Participants and their respective counsel if they agree in writing to hold it confidential, (iii) to the extent such information has become available to the public other than as a result of a disclosure by or through it or its Representatives or Advisors, (iv) at the request of a bank examiner or other regulatory authority or in connection with an examination of any of the Administrative Agent or any Lender or their respective Affiliates or (v) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (vi) above, the Administrative Agent and each Lender will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Borrower and the Servicer of its making any such disclosure as promptly as reasonably practicable thereafter.  Each of the Administrative Agent and each Lender, severally and with respect to itself only, agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section.

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(c)         As used in this Section, (i) “Advisors” means, with respect to any Person, such Person’s accountants, attorneys and other confidential advisors and (ii) “Representatives” means, with respect to any Person, such Person’s Affiliates, Subsidiaries, directors, managers, officers, employees, members, investors, financing sources, insurers, professional advisors, representatives and agents; provided that such Persons shall not be deemed to Representatives of a Person unless (and solely to the extent that) confidential information is furnished to such Person.

(d)         Notwithstanding the foregoing, to the extent not inconsistent with applicable securities laws, each party hereto (and each of its employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure (as defined in Section 1.6011-4 of the Treasury Regulations) of the transactions contemplated by the Transaction Documents and all materials of any kind (including opinions or other tax analyses) that are provided to such Person relating to such tax treatment and tax structure.

SECTION 13.07.  GOVERNING LAW.  THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF, EXCEPT TO THE EXTENT THAT THE PERFECTION, THE EFFECT OF PERFECTION OR PRIORITY OF THE INTERESTS OF ADMINISTRATIVE AGENT OR ANY LENDER IN THE COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK).

SECTION 13.08.  Execution in Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.  Delivery of an executed counterpart hereof by facsimile or other electronic means shall be equally effective as delivery of an originally executed counterpart.

SECTION 13.09.  Integration; Binding Effect; Survival of Termination.  This Agreement and the other Transaction Documents contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until the Final Payout Date; provided, however, that the provisions of Sections 3.08, 3.09, 3.10, 3.11, 5.01, 5.02, 5.03, 11.04, 11.06, 12.01, 12.02, 13.04, 13.05, 13.06, 13.09, 13.11 and 13.13 shall survive any termination of this Agreement.

104

SECTION 13.10.  CONSENT TO JURISDICTION.  (a) EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO (I) WITH RESPECT TO THE BORROWER AND THE SERVICER, THE EXCLUSIVE JURISDICTION, AND (II) WITH RESPECT TO EACH OF THE OTHER PARTIES HERETO, THE NON-EXCLUSIVE JURISDICTION, IN EACH CASE, OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING (I) IF BROUGHT BY THE BORROWER, THE SERVICER OR ANY AFFILIATE THEREOF, SHALL BE HEARD AND DETERMINED, AND (II) IF BROUGHT BY ANY OTHER PARTY TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, MAY BE HEARD AND DETERMINED, IN EACH CASE, IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT.  NOTHING IN THIS SECTION 13.10 SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY OTHER CREDIT PARTY TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR THE SERVICER OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS.  EACH OF THE BORROWER AND THE SERVICER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.  THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

(b)          EACH OF THE BORROWER AND THE SERVICER CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO IT AT ITS ADDRESS SPECIFIED IN SECTION 13.02.  NOTHING IN THIS SECTION 13.10 SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY OTHER CREDIT PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

SECTION 13.11.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT.

105

SECTION 13.12.  Ratable Payments.  If any Credit Party, whether by setoff or otherwise, has payment made to it with respect to any Borrower Obligations in a greater proportion than that received by any other Credit Party entitled to receive a ratable share of such Borrower Obligations, such Credit Party agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion of such Borrower Obligations held by the other Credit Parties so that after such purchase each Credit Party will hold its ratable proportion of such Borrower Obligations; provided that if all or any portion of such excess amount is thereafter recovered from such Credit Party, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

SECTION 13.13.  Limitation of Liability.

(a)         No claim may be made by the Borrower or any Affiliate thereof or any other Person against any Credit Party or their respective Affiliates, members, directors, officers, employees, incorporators, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or any other Transaction Document, or any act, omission or event occurring in connection herewith or therewith; and each of the Borrower and the Servicer hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.  None of the Credit Parties and their respective Affiliates shall have any liability to the Borrower or any Affiliate thereof or any other Person asserting claims on behalf of or in right of the Borrower or any Affiliate thereof in connection with or as a result of this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Borrower or any Affiliate thereof result from the breach of contract, gross negligence or willful misconduct of such Credit Party in performing its duties and obligations hereunder and under the other Transaction Documents to which it is a party.

(b)         The obligations of the Administrative Agent and each of the other Credit Parties under this Agreement and each of the Transaction Documents are solely the corporate obligations of such Person.  No recourse shall be had for any obligation or claim arising out of or based upon this Agreement or any other Transaction Document against any member, director, officer, employee or incorporator of any such Person.

SECTION 13.14.  Intent of the Parties.  The Borrower has structured this Agreement with the intention that the Loans and the obligations of the Borrower hereunder will be treated under United States federal, and applicable state, local and foreign tax law as debt (the “Intended Tax Treatment”).  The Borrower, the Servicer, the Administrative Agent and the other Credit Parties agree to file no tax return, or take any action, inconsistent with the Intended Tax Treatment unless required by law.  Each assignee and each Participant acquiring an interest in a Credit Extension, by its acceptance of such assignment or participation, agrees to comply with the immediately preceding sentence.

106

SECTION 13.15.  USA Patriot Act.  Each of the Administrative Agent and each of the other Credit Parties hereby notifies the Borrower and the Servicer that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”), the Administrative Agent and the other Credit Parties may be required to obtain, verify and record information that identifies the Borrower, the Originators, the Servicer and the Performance Guarantor, which information includes the name, address, tax identification number and other information regarding the Borrower, the Originators, the Servicer and the Performance Guarantor that will allow the Administrative Agent and the other Credit Parties to identify the Borrower, the Originators, the Servicer and the Performance Guarantor in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act.  Each of the Borrower and the Servicer agrees to provide the Administrative Agent and each other Credit Parties, from time to time, with all documentation and other information required by bank regulatory authorities under “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act.

SECTION 13.16.Right of Setoff.  Each Credit Party is hereby authorized (in addition to any other rights it may have), at any time during the continuance of an Event of Default, to setoff, appropriate and apply (without presentment, demand, protest or other notice which are hereby expressly waived) any deposits and any other indebtedness held or owing by such Credit Party (including by any branches or agencies of such Credit Party) to, or for the account of, the Borrower or the Servicer against amounts owing by the Borrower or the Servicer hereunder (even if contingent or unmatured); provided that such Credit Party shall notify the Borrower or the Servicer, as applicable, promptly following such setoff.

SECTION 13.17.  Severability.  Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 13.18.  Mutual Negotiations.  This Agreement and the other Transaction Documents are the product of mutual negotiations by the parties thereto and their counsel, and no party shall be deemed the draftsperson of this Agreement or any other Transaction Document or any provision hereof or thereof or to have provided the same.  Accordingly, in the event of any inconsistency or ambiguity of any provision of this Agreement or any other Transaction Document, such inconsistency or ambiguity shall not be interpreted against any party because of such party’s involvement in the drafting thereof.

SECTION 13.19.  Captions and Cross References.  The various captions (including the table of contents) in this Agreement are provided solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement.  Unless otherwise indicated, references in this Agreement to any Section, Schedule or Exhibit are to such Section Schedule or Exhibit to this Agreement, as the case may be, and references in any Section, subsection, or clause to any subsection, clause or subclause are to such subsection, clause or subclause of such Section, subsection or clause.

107

SECTION 13.20.Currency.   Each reference in this Agreement to Dollars or to Alternative Currency (the “relevant currency”) is of the essence.  To the fullest extent permitted by law, the obligation of the Borrower in respect of any amount due in the relevant currency under this Agreement shall, notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the relevant currency that the Administrative Agent or any Credit Party entitled to receive such payment may, in accordance with normal banking procedures, purchase with the sum paid in such other currency (after any premium and costs of exchange) on the Business Day immediately following the day on which such party receives such payment.  If the amount in the relevant currency so purchased for any reason falls short of the amount originally due in the relevant currency, the Borrower shall pay such additional amounts, in the relevant currency, as may be necessary to compensate for the shortfall.  Any obligations of the Borrower not discharged by such payment shall, to the fullest extent permitted by Applicable Law, be due as a separate and independent obligation and, until discharged as provided herein, shall continue in full force and effect.

SECTION 13.21.  Currency Equivalence.   If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from the Borrower on the Borrower Obligations in the currency expressed to be payable herein (the “specified currency”) into another currency, the parties agree that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency on the Business Day preceding that on which final judgment is given.  The obligation of the Borrower in respect of any such sum due to the Administrative Agent or any Credit Party on the Borrower Obligations shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Credit Party, as applicable, of any sum adjudged to be so due in such other currency, the Administrative Agent or such Credit Party, as applicable, may in accordance with normal banking procedures purchase the specified currency with such other currency.  If the amount of the specified currency so purchased is less than the sum originally due to the Administrative Agent or such Credit Party in the specified currency, the Borrower agrees to the extent such amount was originally due from the Borrower, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Credit Party, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds the amount originally due to the Administrative Agent or such Credit Party in the specified currency, the Administrative Agent or such Credit Party, as the case may be, agrees to remit such excess to the Borrower.

[Signature Pages Follow]

108

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

GARDNER DENVER FINANCE II LLC,

as the Borrower

By:

Name:

Title:

GARDNER DENVER, INC.,

as the Servicer

By:

Name:

Title:

S-1 Receivables Financing Agreement

PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent

By:

Name:

Title:

PNC BANK, NATIONAL ASSOCIATION,

as a Lender

By:

Name:

Title:

PNC BANK, NATIONAL ASSOCIATION,

as LC Bank and as an LC Participant

By:

Name:

Title:

S-2 Receivables Financing Agreement

EXHIBIT A

Form of [Loan Request] [LC Request]

[Letterhead of Borrower]

[Date]

[Administrative Agent]

[Lenders]

Re:        [Loan Request] [LC Request]

Ladies and Gentlemen:

Reference is hereby made to that certain Receivables Financing Agreement, dated as of May 17, 2016 among Gardner Denver Finance II LLC (the “Borrower”), Gardner Denver, Inc., as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto and PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank (as amended, supplemented or otherwise modified from time to time, the “Agreement”).  Capitalized terms used in this [Loan Request] [LC Request] and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.

[This letter constitutes a Loan Request pursuant to Section 2.02(a) of the Agreement.  The Borrower hereby request a Loan in the amount of [$_______] to be made on [_____, 20__].  The proceeds of such Loan should be deposited to [Account number], at [Name, Address and ABA Number of Bank].  After giving effect to such Loan, the Aggregate Capital will be [$_______].]

[This letter constitutes an LC Request pursuant to Section 3.02(a) of the Agreement.  The Borrower hereby request that the LC Bank issue a Letter of Credit with a face amount of [$][€][£][KRW][INR][_______] on [_____, 20__].  After giving effect to such issuance, (i) the Dollar LC Participation Amount will be $[_______], (ii) the Euro LC Participation Amount will be € [_______], (iii) the Korean Won LC Participation Amount will be KRW [_______], (iv) the Indian Rupee LC Participation Amount will be INR [_______] and (v) the Pounds Sterling LC Participation Amount will be £ [_______].

The Borrower hereby represents and warrants as of the date hereof, and after giving effect to such Credit Extension, as follows:

(i)          the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 of the Agreement are true and correct in all material respects on and as of the date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;

Exhibit A-1

(ii)         no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;

(iii)        no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;

(iv)        the Aggregate Capital plus the Aggregate LC Participation Amount would exceed the Facility Limit; and

(v)         the Termination Date has not occurred.

Exhibit A-2

IN WITNESS WHEREOF, the undersigned has executed this letter by its duly authorized officer as of the date first above written.

Very truly yours,

GARDNER DENVER FINANCE II LLC

By:

Name:

Title:

Exhibit A-3

EXHIBIT B

Form of Reduction Notice

[Letterhead of Borrower]

[Date]

[Administrative Agent]

[Lenders]

Re:        Reduction Notice

Ladies and Gentlemen:

Reference is hereby made to that certain Receivables Financing Agreement, dated as of May 17, 2016 among Gardner Denver Finance II LLC, as borrower (the “Borrower”), Gardner Denver, Inc., as Servicer (the “Servicer”), the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) (as amended, supplemented or otherwise modified from time to time, the “Agreement”).  Capitalized terms used in this Reduction Notice and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.

This letter constitutes a Reduction Notice pursuant to Section 2.02(d) of the Agreement.  The Borrower hereby notifies the Administrative Agent and the Lenders that it shall prepay the outstanding Capital of the Lenders in the amount of [$_______] to be made on [_____, 201_].   After giving effect to such prepayment, the Aggregate Capital will be [$_______].

The Borrower hereby represents and warrants as of the date hereof, and after giving effect to such reduction, as follows:

(i)           the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 of the Agreement are true and correct in all material respects on and as of the date of such prepayment as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;

(ii)          no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such prepayment;

(iii)         no Borrowing Base Deficit exists or would exist after giving effect to such prepayment; and

(iv)         the Termination Date has not occurred.

Exhibit B-1

In Witness Whereof, the undersigned has executed this letter by its duly authorized officer as of the date first above written.

Very truly yours,

GARDNER DENVER FINANCE II LLC

By:

Name:

Title:

Exhibit B-2

EXHIBIT C

Form of Assignment and Acceptance Agreement

Dated as of ___________, 20__

Section 1.

Commitment assigned:	$[_____]
Assignor’s remaining Commitment:	$[_____]
Capital allocable to Commitment assigned:	$[_____]
Assignor’s remaining Capital:	$[_____]
Interest (if any) allocable to Capital assigned:	$[_____]
Interest (if any) allocable to Assignor’s remaining Capital:	$[_____]

Section 2.

Effective Date of this Assignment and Acceptance Agreement:   [__________]

Upon execution and delivery of this Assignment and Acceptance Agreement by the assignee and the assignor and the satisfaction of the other conditions to assignment specified in Section 13.03(b) of the Agreement (as defined below), from and after the effective date specified above, the assignee shall become a party to, and, to the extent of the rights and obligations thereunder being assigned to it pursuant to this Assignment and Acceptance Agreement, shall have the rights and obligations of a Lender under that certain Receivables Financing Agreement, dated as of May 17, 2016 among Gardner Denver Finance II LLC, as Borrower, Gardner Denver, Inc., as Servicer, the Lenders party thereto, the Lenders party thereto, the LC Participants party thereto and PNC Bank, National Association, as Administrative Agent and as the LC Bank (as amended, supplemented or otherwise modified from time to time, the “Agreement”).

(Signature Pages Follow)

Exhibit C-1

ASSIGNOR:	[_________]
	By:
	Name:
	Title

ASSIGNEE:	[_________]
	By:
	Name:
	Title:
	[Address]

Accepted as of date first above

written:

PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent

By:

Name:

Title:

_________________________________________________________,

as Borrower

By:

Name:

Title:

Exhibit C-2

EXHIBIT D

Form of Letter of Credit Application

(Attached)

Exhibit D-1

EXHIBIT E

Credit and Collection Policy

(On file with the Administrative Agent)

Exhibit E-1

EXHIBIT F

Form of Monthly Report

(Attached)

Exhibit F-1

EXHIBIT G

Form of Compliance Certificate

To: PNC Bank, National Association, as Administrative Agent

This Compliance Certificate is furnished pursuant to that certain Receivables Financing Agreement, dated as of May 17, 2016 among Gardner Denver Finance II LLC (the “Borrower”), Gardner Denver, Inc., as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto and PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank (as amended, supplemented or otherwise modified from time to time, the “Agreement”).  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1.           I am the duly elected ________________of the Servicer.

2.          I have reviewed the terms of the Agreement and each of the other Transaction Documents and I have made, or have caused to be made under my supervision, a detailed review of the transactions and condition of the Borrower during the accounting period covered by the attached financial statements.

3.          The examinations described in paragraph 2 above did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Default or an Unmatured Event of Default, as each such term is defined under the Agreement, during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate[, except as set forth in paragraph 5 below].

4.           Schedule I attached hereto sets forth financial statements of the Parent and its Subsidiaries for the period referenced on such Schedule I.

[5.          Described below are the exceptions, if any, to paragraph 3 above by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which Borrower has taken, is taking, or proposes to take with respect to each such condition or event:]

Exhibit G-1

The foregoing certifications are made and delivered this ______ day of ___________________, 20___.

[_________]

By:

Name:

Title:

Exhibit G-2

SCHEDULE I TO COMPLIANCE CERTIFICATE

A.          Schedule of Compliance as of           ___________________, 20__ with Section 8.02(a) of the Agreement.  Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

This schedule relates to the month ended: __________________.

B.          The following financial statements of the Parent and its Subsidiaries for the period ending on ______________, 20__, are attached hereto:

Exhibit G-3

EXHIBIT H

Closing Memorandum

(Attached)

Exhibit H-1

EXHIBIT I

Form of Weekly Report

Exhibit I-1

EXHIBIT J

Form of Daily Report

Exhibit J-1

EXHIBIT K

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to that certain Receivables Financing Agreement, dated as of May 17, 2016 among Gardner Denver Finance II LLC (the “Borrower”), Gardner Denver, Inc., as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto and PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement.

Pursuant to the provisions of Section 5.03(f) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[NAME OF LENDER]

By:

Name:

Title:

Date: ________ __, 20[ ]

Exhibit K-1

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to that certain Receivables Financing Agreement, dated as of May 17, 2016 among Gardner Denver Finance II LLC (the “Borrower”), Gardner Denver, Inc., as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto and PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement.

Pursuant to the provisions of Section 5.03(f) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[NAME OF LENDER]

By:

Name:

Title:

Date: ________ __, 20[ ]

Exhibit K-2

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

 (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to that certain Receivables Financing Agreement, dated as of May 17, 2016 among Gardner Denver Finance II LLC (the “Borrower”), Gardner Denver, Inc., as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto and PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement.

Pursuant to the provisions of Section 5.03(f) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[NAME OF LENDER]

By:

Name:

Title:

Date: ________ __, 20[ ]

Exhibit K-3

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to that certain Receivables Financing Agreement, dated as of May 17, 2016 among Gardner Denver Finance II LLC (the “Borrower”), Gardner Denver, Inc., as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto and PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement.

Pursuant to the provisions of Section 5.03(f) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s), (iii) with respect to the extension of credit pursuant to the Agreement or any other Transaction Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[NAME OF LENDER]

By:

Name:

Title:

Date: ________ __, 20[ ]

Exhibit K-4

SCHEDULE I

Commitments

Schedule I-1

SCHEDULE II

Lock-Boxes, Collection Accounts and Collection Account Banks

Schedule II-1

SCHEDULE III

Notice Addresses

(A)         in the case of the Borrower, at the following address:

Gardner Denver Finance II LLC

222 East Erie Street

Milwaukee, WI 53202

Telephone: (414) 212-4755

Facsimile: (414) 212-4725

Attention:  Benjamin Wilkey

with a copy to:

Gardner Denver, Inc.

222 East Erie Street

Milwaukee, WI 53202

Telephone: (414) 212-4755

Facsimile: (414) 212-4725

Attention:  Benjamin Wilkey

(B)         in the case of the Servicer, at the following address:

Gardner Denver, Inc.

222 East Erie Street

Milwaukee, WI 53202

Telephone: (414) 212-4755

Facsimile: (414) 212-4725

Attention:  Benjamin Wilkey

(C)         in the case of the Administrative Agent, at the following address:

PNC Bank, National Association

300 Fifth Avenue

11th Floor

Pittsburgh, PA 15222

Telephone:  (412) 768-3090

Facsimile:  (412) 762-9184

Attention:  Robyn Reeher

Schedule III-1

(D)         in the case of the LC Bank, at the following address:

PNC Bank, National Association

300 Fifth Avenue

11th Floor

Pittsburgh, PA 15222

Telephone:  (412) 768-3090

Facsimile:  (412) 762-9184

Attention:  Robyn Reeher

(E)         in the case of any other Person, at the address for such Person specified in the other Transaction Documents; in each case, or at such other address as shall be designated by such Person in a written notice to the other parties to this Agreement.

Schedule III-2

EX-10.13

Exhibit 10.13

PERFORMANCE STOCK UNIT GRANT NOTICE

FOR THE 2020-2022 PERFORMANCE PERIOD

UNDER THE

INGERSOLL RAND INC.

AMENDED AND RESTATED 2017 OMNIBUS INCENTIVE PLAN

Ingersoll Rand Inc. (the “Company”), pursuant to its Amended and Restated 2017 Omnibus Incentive Plan (the “Plan”), hereby grants to the Participant set forth below the number of Performance Stock Units. The Performance Stock Units are subject to all of the terms and conditions as set forth herein, in the Global Award Agreement (PSUs) attached hereto, and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

Participant:	Participant Name
Date of Grant:	Grant Date
Vesting Commencement Date:	January 1, 2020
Target Number of Performance Stock Units Subject to Award:	Number of Awards Granted
Vesting Schedule:

The number of Performance Stock Units that will vest will be determined by applying the applicable percentage in the table below to the target number of Performance Stock Units awarded hereunder, based on the performance percentile ranking in the table:

Performance Percentile Ranking	Percentage of Target Number of Performance Stock Units That Vest
Less than or equal to 35th percentile	0%
35th percentile	50%
Above 35th but below 55th percentile	Linear interpolation between 50% and 100%
55th percentile	100%
Above 55th but below 75th percentile	Linear interpolation between 100% and 200%
75th percentile or greater	200%

Payout is capped at 100% if the Company’s TSR (as defined below) is negative.

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The Company’s TSR percentile rank relative to the Peer Group for the Performance Period shall be calculated using the Microsoft Excel function PERCENTRANK.EXC.

The minimum number of Performance Stock Units that may vest is zero and the maximum number of Performance Stock Units that may vest is 200% of the target number of Performance Stock Units granted hereunder. No Performance Stock Units will vest if the percentile rank is below the 35th percentile (and all such Performance Stock Units will be automatically forfeited).

The date on which such Performance Stock Units vest shall be the date on which the Committee certifies the performance percentile ranking achieved (the “Certification Date”) (which certification will occur as soon as practicable, but in no event more than 60 days, following the end of the Performance Period) but, except as is otherwise specifically provided in Section 2 of the Award Agreement, such vesting shall be subject to either (i) the Participant’s continuous service with the Service Recipient on such vesting date or (ii) a Qualifying Termination, a Termination due to the Participant’s death or Disability, or a Termination due to the Participant’s Approved Retirement occurring after the expiration of the Performance Period and before such vesting date. Any Performance Stock Units that do not vest are automatically forfeited, effective as of the last day of the Performance Period.

Change in Control Vesting. If a Change in Control occurs during the Performance Period, then the above calculations will be conducted as though (i) the last day of the Performance Period was the date of the Change in Control and (ii) the Company’s stock price at the end of the Performance Period was the price per share of Common Stock payable in connection with such Change in Control. The number of Performance Stock Units resulting from such calculation shall be the number in which the Participant shall vest upon the consummation of such Change in Control. Any Performance Stock Units that do not vest in accordance with this paragraph shall automatically be forfeited.

“Approved Retirement” means a Retirement that occurs following the Participant’s receipt of written confirmation by the Company that such Retirement will be designated as an “Approved Retirement” for purposes of the Plan. The designation of an Approved Retirement shall be made by the Company in its sole discretion, and the Company’s determination as to whether a Retirement is an Approved Retirement shall be final and binding upon the Participant. Notwithstanding the foregoing, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that would likely result in the favorable treatment that applies to the Performance Stock Units pursuant to this Section 2 if the Participant’s Termination occurs as a result of the Participant’s Approved Retirement being deemed unlawful and/or discriminatory, the Company may determine that the Participant’s Retirement does not constitute an Approved Retirement but shall instead be a voluntary resignation by the Participant.

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“Cause” means the Participant’s (A) willful neglect in the performance of the Participant’s duties for the Service Recipient or willful or repeated failure or refusal to perform such duties; (B) engagement in conduct in connection with the Participant’s employment or service with the Service Recipient, which results in, or could reasonably be expected to result in, material harm to the business or reputation of the Company or any other member of the Company Group; (C) conviction of, or plea of guilty or no contest to, (I) any felony; or (II) any other crime that results in, or could reasonably be expected to result in, material harm to the business or reputation of the Company or any other member of the Company Group; (D) engaging in any act of moral turpitude, illegality or harassment, whether or not such act was committed in connection with the Participant’s services to the Company Group; (E) material violation of the Company’s Code of Conduct or any other written policies of the Company or the Service Recipient, including, but not limited to, those relating to sexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy of the Company or Service Recipient; (F) fraud or misappropriation, embezzlement or misuse of funds or property belonging to the Company or any other member of the Company Group; or (G) act of personal dishonesty that involves personal profit in connection with the Participant’s employment or service to the Service Recipient.

“Peer Group” means all companies and entities that, on January 1, 2020, comprise the S&P 500; provided, that if prior to the end of the Performance Period a company or entity that is in the S&P 500 on January 1, 2020 ceases to publicly report, on either a recognized stock exchange or “over the counter” market, a share price for the security used to determine the stock price at the beginning of the Performance Period and such company or entity has not become “Insolvent” (as defined below), such company or entity will be excluded from the ranking; provided, further, that if prior to the end of the Performance Period a company or entity that is in the S&P 500 on January 1, 2020 becomes Insolvent, whether or not such company or entity ceases to publicly report a share price for the security used to determine the stock price at the beginning of the Performance Period, then such company or entity will be treated as having a cumulative TSR of negative one hundred percent (-100%). A company or entity will be considered “Insolvent” if it (i) files for bankruptcy, reorganization, or liquidation under any chapter of the U.S. Bankruptcy Code; (ii) is the subject of an involuntary bankruptcy proceeding that is not dismissed within 30 days; (iii) is the subject of a stockholder approved plan of liquidation or dissolution; or (iv) ceases to conduct substantial business operations.

“Performance Period” means the period beginning on January 1, 2020 and ending on December 31, 2022.

“TSR” means total shareholder return as applied to the Company or any member of the Peer Group, defined as (i) the stock price at the end of the Performance Period minus the stock price at the beginning of the Performance Period, plus dividends and distributions made (assuming such dividends or distributions are reinvested in the common stock of the Company or such member of the Peer Group) during the Performance Period, divided by (ii) the stock price at the beginning of the Performance Period, expressed as a percentage return. For purposes of computing TSR, the stock price at the beginning of the Performance Period will be the average closing price of the stock for the 60 trading days immediately preceding January 1, 2020 and the stock price at the end of the Performance Period will be the average closing price of the stock for the 60 trading days immediately preceding December 31, 2022.

“Qualifying Termination” means a Termination by the Company without Cause.

“Retirement” means the Participant’s Termination as a result of the Participant’s voluntary resignation on or after the date on which the Participant has reached age 62 and has completed at least 10 years of service with the Company Group.

*          *          *

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THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS PERFORMANCE STOCK UNIT GRANT NOTICE, THE GLOBAL AWARD AGREEMENT (PSUs) AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF PERFORMANCE STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS PERFORMANCE STOCK UNIT GRANT NOTICE, THE GLOBAL AWARD AGREEMENT (PSUs) AND THE PLAN.

INGERSOLL RAND INC.	PARTICIPANT1
	ELECTRONIC SIGNATURE
By:

Title:

¹ To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant’s signature hereof.

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GLOBAL AWARD AGREEMENT (PSUs)

UNDER THE

INGERSOLL RAND INC.

AMENDED AND RESTATED 2017 OMNIBUS INCENTIVE PLAN

Pursuant to the Performance Stock Unit Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Global Award Agreement (PSUs) (this “Award Agreement”) and the Ingersoll Rand Inc. Amended and Restated 2017 Omnibus Incentive Plan (the “Plan”), Ingersoll Rand Inc. (the “Company”) and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.

1. Grant of Performance Stock Units. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant the number of Performance Stock Units provided in the Grant Notice (with each Performance Stock Unit representing an unfunded, unsecured right to receive one share of Common Stock) (Performance Stock Units are referred to herein as “Awards”) on the Vesting Date (as defined below).

2. Vesting.  Except as otherwise specified in this Award Agreement and the Plan, the Performance Stock Units will vest on the date provided in the Grant Notice (the “Vesting Date”). Any Performance Stock Units which have not vested as of the date of the Participant’s Termination shall thereupon be forfeited immediately and without any further action by the Company.

3. Settlement of Performance Stock Units. The provisions of Section 9(d)(ii) of the Plan are hereby incorporated by reference and made a part hereof.

4. Company; Participant.

(a) The term “Company” as used in this Award Agreement with reference to employment shall include the Company and its Subsidiaries.

(b) Whenever the word “Participant” is used in any provision of this Award Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the Performance Stock Units may be transferred by will or by the laws of descent and distribution, the word “Participant” shall be deemed to include such person or persons.

5. Non-Transferability. The Performance Stock Units are not transferable by the Participant except to Permitted Transferees in accordance with applicable laws and Section 14(b) of the Plan. Except as otherwise provided herein, no assignment or transfer of the Performance Stock Units, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Performance Stock Units shall terminate and become of no further effect.

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6. No Rights as Stockholder. The Participant or a Permitted Transferee of the Performance Stock Units shall have no rights as a stockholder with respect to any share of Common Stock underlying a Performance Stock Unit unless and until the Participant shall have become the holder of record or the beneficial owner of such Common Stock and no adjustment shall be made for dividends or distributions or other rights in respect of such share of Common Stock for which the record date is prior to the date upon which the Participant shall become the holder of record or the beneficial owner thereof.

7. Tax Withholding.

(a)           The Participant shall be required to pay to the Company an amount equal to the amount of any income, employment and/or other applicable taxes that are statutorily required to be withheld in respect of the Performance Stock Units (the “Tax Obligation”), payable, at the Participant’s election, either (x) in cash (by check or wire transfer) or (y) if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless settlement” pursuant to which the Company is delivered (including telephonically to the extent permitted by the Company) a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise issuable upon the settlement of the Performance Stock Units and to deliver promptly to the Company an amount equal to the Tax Obligation. Alternatively, the Company may elect, in its sole discretion, to satisfy this requirement by withholding such amount from any cash compensation or other cash amounts owing to the Participant.

(b)           Without limiting the foregoing, the Company may (but is not obligated to), in its sole discretion, permit or require the Participant to satisfy, all or any portion of the minimum income, employment and/or other applicable taxes that are statutorily required to be withheld with respect to the Performance Stock Units by (i) the delivery of the shares of Common Stock (which are not subject to any pledge or other security interest) that have been both held by the Participant and vested for at least six (6) months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment under applicable accounting standards) having an aggregate Fair Market Value equal to such minimum statutorily required withholding liability (or portion thereof); or (ii) having the Company withhold from the shares of Common Stock otherwise issuable or deliverable to, or that would otherwise be retained by, the Participant upon the grant, vesting or settlement of the Award, as applicable, a number of shares of Common Stock with an aggregate Fair Market Value equal to an amount, subject to clause (c) below, not in excess of such minimum statutorily required withholding liability (or portion thereof).

(c)           The Company, subject to its having considered the applicable accounting impact of any such determination, has full discretion to allow the Participant to satisfy, in whole or in part, any additional income, employment and/or other applicable taxes payable by the Participant with respect to the Performance Stock Units by electing to have the Company withhold from the shares of Common Stock otherwise issuable or deliverable to, or that would otherwise be retained by, the Participant upon the grant, vesting or settlement of the Performance Stock Units, as applicable, shares of Common Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding liability (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in the Participant’s relevant tax jurisdiction), in which case, the Participant may receive a refund in cash of any amount withheld that exceeds the amount remitted to the applicable tax authorities and will have no entitlement to the equivalent in shares of Common Stock or to any interest on such over-withheld amount.

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(d)           The Participant acknowledges that, regardless of any action taken by the Company, or, if different, the Service Recipient, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (the “Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Service Recipient. The Participant further acknowledges that the Company and/or the Service Recipient (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspects of the Awards, including but not limited to, the grant, vesting or settlement of the Award, as applicable, the subsequent sale of shares of Common Stock acquired under the Plan and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Awards to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Service Recipient may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(e)           Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Service Recipient to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Service Recipient, or their respective agents, at their discretion, to satisfy any obligations with regard to all Tax-Related Items by any of the means set forth herein.

(f)            If the obligations for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Participant is deemed to have been issued the full number of shares of Common Stock, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the shares of Common Stock or proceeds from the sale of shares of Common Stock if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

8. Notice. Every notice or other communication relating to this Award Agreement between the Company and the Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided that, unless and until some other address be so designated, all notices or communications by the Participant to the Company shall be mailed or delivered to the Company at its principal executive office, to the attention of the Company Secretary, and all notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed to the Participant at the Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications between the Participant and any third-party plan administrator shall be mailed, delivered, transmitted or sent in accordance with the procedures established by such third-party plan administrator and communicated to the Participant from time to time.

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9. No Right to Continued Service. This Award Agreement does not confer upon the Participant any right to continue as an employee or service provider to the Company.

10. Binding Effect. This Award Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.

11. Waiver and Amendments. Except as otherwise set forth in Section 13 of the Plan, any waiver, alteration, amendment or modification of any of the terms of this Award Agreement shall be valid only if made in writing and signed by the parties hereto; provided, however, that any such waiver, alteration, amendment or modification is consented to on the Company’s behalf by the Committee. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.

12. Restrictive Covenants; Clawback/Forfeiture.

(a)           Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees, in his capacity as an equity (and/or equity-based Award) holder in the Company, to the provisions of Appendix A to this Award Agreement (the “Restrictive Covenants”). The Performance Stock Units granted hereunder shall be subject to Participant’s continued compliance with such restrictions. For the avoidance of doubt, the Restrictive Covenants contained in this Award Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between the Participant and the Company or any of its Affiliates.

(b)           Notwithstanding anything to the contrary contained herein or in the Plan, if the Participant has engaged in or engages in any Detrimental Activity, then the Committee may, in its sole discretion, take actions permitted under the Plan, including: (i) cancel the Performance Stock Units; or (ii) require that the Participant forfeit any gain realized on the vesting of the Performance Stock Units and repay such gain to the Company. In addition, if the Participant receives any amount in excess of what the Participant should have received under the terms of this Award Agreement for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), the Participant shall be required to repay any such excess amount to the Company. Without limiting the foregoing, all Performance Stock Units shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law. “Detrimental Activity” means any of the following: (i) unauthorized disclosure of any confidential or proprietary information of any member of the Company Group; (ii) any activity that would be grounds to terminate the Participant’s employment or service with the Service Recipient for Cause; or (iii) a breach by the Participant of any restrictive covenant by which such Participant is bound, including, without limitation, the covenants attached to this Award Agreement as Appendix A.

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13. Nature of Grant. In accepting the Awards, the Participant acknowledges, understands and agrees that:

(a)           the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time;

(b)           the grant of the Awards is exceptional, voluntary and occasional and does not create any contractual or other right to receive any future awards, or benefits in lieu of awards, even if awards have been granted in the past;

(c)           all decisions with respect to future awards, if any, will be at the sole discretion of the Company;

(d)           the Participant is voluntarily participating in the Plan;

(e)           the Awards, any shares of Common Stock acquired under the Plan and the income from and value of same, are not intended to replace any pension rights or compensation;

(f)            the Awards, any shares of Common Stock acquired under the Plan and the income from and value of same, are not part of normal or expected compensation or salary for any purposes, including but not limited to calculating any severance, resignation, termination, redundancy, dismissal end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(g)           unless otherwise agreed with the Company in writing, the Awards and any shares of Common Stock acquired under the Plan, and the income from and value of same, are not granted in consideration for, or in connection with, the service the Participant may provide as an officer or director of a Subsidiary;

(h)           the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;

(i)            no claim or entitlement to compensation or damages shall arise from forfeiture of the Participant’s Awards resulting from Participant’s Termination (for any reason whatsoever and whether or not in breach of local labor laws);

(j)            for purposes of the Awards, a Termination will be deemed to have occurred as of the date the Participant is no longer providing services to the Company or any Subsidiary (regardless of the reason for such termination and whether or not later found to be invalid or in breach of labor laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any). Unless otherwise determined by the Committee, the Participant’s right to vest in the Award will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under labor laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any). The Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Awards (including whether the Participant may still be considered to be providing services while on a leave of absence); and

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(k)           neither the Company, the Service Recipient nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Awards or any amounts due to the Participant pursuant to the settlement of the Awards or subsequent sale of shares of Common Stock acquired under the Plan.

14. Data Privacy Provisions Applicable to Participants Outside the United Kingdom, European Union & European Economic Area.

(a) The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Award Agreement and any other Performance Stock Units grant materials by and among, as applicable, the Service Recipient, the Company and any Affiliate for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

(b)  The Participant understands that the Company and the Service Recipient may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, email address and telephone number, date of birth, passport number, social insurance number or other identification number (e.g., resident registration number), salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all Performance Stock Units or any other entitlement to shares of Common Stock awarded, purchased, canceled, vested, unvested or outstanding in the Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).

(c) The Participant understands that Data may be transferred to Fidelity Stock Plan Services, LLC, an independent service provider (“Service Provider”), or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the  country.

(d) The Participant understands that he or she may request a list with the names and addresses of any potential recipients of Data by contacting his or her local human resources representative. The Participant authorizes the Company, Service Provider and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan.

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(e)  The Participant understands that he or she may, at any time, view Data, request information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke his or her consent, the Participant’s employment status or service with the Service Recipient will not be affected; the only consequence of refusing or withdrawing consent is that the Company would not be able to grant the Performance Stock Units or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing his or her consent may affect his or her ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative.

15.  Data Privacy Notification for Participants in the United Kingdom, European Union & the European Economic Area.  This section 15 does not form part of Participant’s contractual terms: it is an explanatory notice only.

(a) The Company, its Subsidiaries and Affiliates will collect, use and transfer, as described in this Award Agreement, the Participant’s personal information for implementing, administering and managing the  Participant’s participation in the Plan. The lawful bases relied on under data protection laws to do this are: to perform the contract in place with the Participant, and the legitimate interests of the Company to develop its business.

(b)  The Company and the Service Recipient hold personal information about the Participant, including but not limited to the Participant’s name, home address and telephone number, email address, date of birth, national insurance number, passport number or similar identification details, salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all entitlement to shares of Common Stock awarded, cancelled, exercised, vested, unvested or outstanding in the Participant’s favor (“Personal Data”). This information needs to be held to implement, administer and manage the Participant’s participation in the Plan.

(c)  The Participant’s Personal Data will be kept secure and will only be retained for as long as necessary to implement, administer and manage the Participant’s participation in the Plan. If the Participant does not provide us with the Personal Data we need, then we will not be able to administer the Participant’s Performance Stock Units or the Participant’s participation in the Plan.

(d)  The Participant may, at any time and without cost, contact Data.Privacy@gardnerdenver.com to enforce the Participant’s rights under the data protection laws in the Participant’s country, which may include the right to: (i) request access or copies of Personal Data subject to processing; (ii) request rectification of incorrect Personal Data; (iii) request deletion of Personal Data; (iv) request restriction on processing of Personal Data; (v) request portability of Personal Data; (vi) lodge complaints with competent authorities in the Participant’s country; and/or (vii) request a list with the names and addresses of any potential recipients of the Participant’s Personal Data.

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(e)  The Company will need to transfer the Participant’s Personal Data to Service Provider, which is located in the United States, and other third parties selected by the Company, which are assisting with the implementation, administration and management of the Plan. These other third parties are likely to be  brokers and the organizations with whom the Participant chooses to deposit any shares of Common Stock acquired upon settlement of the Performance Stock Units.

(f)   These recipients, which may receive, use, retain and transfer the Participant’s Personal Data, may be located outside the United Kingdom and the European Economic Area (e.g., the United States), and may have different data privacy laws and protections than the Participant’s country. When transferring the Participant’s Personal Data to these recipients, the Company ensures that each transfer takes place in accordance with data protection law, and that it provides appropriate safeguards for the Participant’s Personal Data wherever possible. The Participant can request a copy of the approach and safeguards used for each specific transfer of the Participant’s data by contacting Data.Privacy@gardnerdenver.com.

16. Country-Specific Provisions. Notwithstanding any provisions in this Award Agreement, the Awards shall be subject to any additional terms and conditions set forth in the Addendum for the Participant’s country. If the Participant relocates to one of the countries included in the Addendum, the terms and conditions for such country will apply to the Participant to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.

17. Language. By electing to accept this Award Agreement, the Participant acknowledges that he or she is sufficiently proficient in English, or has consulted with an advisor who is sufficiently proficient in English so as to allow the Participant, to understand the terms and conditions of this Award Agreement. If the Participant has received this Award Agreement or any other documentation related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

18. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Awards and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

19. Insider Trading/Market-Abuse Laws. The Participant may be subject to insider trading restrictions and/or market abuse laws based on the exchange on which the shares of Common Stock are listed and in applicable jurisdictions, including the Participant’s country and the designated broker’s country, which may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of the shares of Common Stock, rights to the shares of Common Stock (i.e., Performance Stock Units) or rights linked to the value of the shares of Common Stock under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before possessing inside information. Furthermore, the Participant may be prohibited from (i) disclosing inside information to any third party, including fellow employees and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant acknowledges that it is the Participant’s responsibility to comply with any applicable restrictions and the Participant should speak with the Participant’s personal advisor on this matter.

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20. Foreign Asset/Account Reporting Requirements and Exchange Controls. The Participant acknowledges that the Participant’s country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect the Participant’s ability to acquire or hold shares of Common Stock acquired under the Plan or cash received from participating in the Plan in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in the Participant’s country. The Participant also may be required to repatriate sale proceeds or other funds received as a result of the Participant’s participation in the Plan to the Participant’s country through a designated bank or broker within a certain time after receipt. The Participant acknowledges that it is the Participant’s responsibility to be compliant with such regulations, and the Participant should consult the Participant’s personal legal advisor for any details.

21. Severability. The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

22. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan or Participant’s acquisition or sale of shares of Common Stock. The Participant understands and agrees that the Participant should consult with his or her own personal legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.

23. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. Further, the parties hereto shall be entitled to rely on delivery of a facsimile or other electronic copy of this Award Agreement, and delivery by either party of such facsimile or electronic copy shall be legally effective to create a valid and binding agreement between the parties in accordance with the terms hereof.

24. Governing Law and Venue. This Award Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Award Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Award Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware.

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25. Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Award Agreement (including the Grant Notice), the Plan shall govern and control.

26. Section 409A. It is intended that the Performance Stock Units granted hereunder shall be exempt from Section 409A of the Code pursuant to the “short-term deferral” rule applicable to such section, as set forth in the regulations or other guidance published by the Internal Revenue Service thereunder.

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Appendix A

Restrictive Covenants

1. Non-Competition; Non-Solicitation; Non-Disparagement.

(a)           Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows:

(i)          During Participant’s employment with the Company or its Subsidiaries (the “Employment Term”) and for a period of one year following the date Participant ceases to be employed by the Company or its Subsidiaries (the “Restricted Period”), Participant will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company during the one-year period preceding Participant’s termination of employment.

(ii)         During the Restricted Period, Participant will not directly or indirectly:

(A)          engage in the Business in any geographical area where the Restricted Group engages in the Business;

(B)          enter the employ of, or render any services to any Person engaged in the Business, except where such employment or services do not relate in any manner to the Business;

(C)          acquire a financial interest in, or otherwise become actively involved with, any Person engaged in the Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or

(D)          intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.

(iii)        Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person.

(iv)        During the Employment Term and for a period of one year from the date Participant ceases to be employed by the Company or its Subsidiaries, Participant will not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:

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(A)          solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group;

(B)          hire any employee who was employed by the Restricted Group as of the date of Participant’s termination of employment with the Company or who left the employment of the Restricted Group coincident with, or within one year prior to or after, the termination of Participant’s employment with the Company; or

(C)          encourage any consultant or independent contractor of the Restricted Group to cease working with the Restricted Group.

(v)         For purposes of this Appendix A:

(A)          “Business” shall mean the business of the design, manufacture, distribution and marketing of air and gas compressors, blowers, pumps and fluid transfer systems and related activities, and any other business activity in which the Company and its subsidiaries may, after the date of this Agreement, become engaged, or take substantial steps to engage.

(B)          “Restricted Group” shall mean, collectively, the Company and its Subsidiaries and, to the extent engaged in the Business, their respective Affiliates.

(b)           Non-Disparagement. Participant will not at any time (whether during or after Participant’s Employment Term) make public statements or public comments intended to be (or having the effect of being) of defamatory or disparaging nature regarding (including any statements or comments likely to be harmful to the business, business reputation or personal reputation of) the Company or any of its Subsidiaries or Affiliates or any of their respective businesses, shareholders, members, partners, employees, agents, officers, directors or contractors (it being understood that comments made in Participant’s good faith performance of his duties hereunder shall not be deemed disparaging or defamatory for purposes of this paragraph); provided that the Participant shall be permitted to make truthful disclosures that are required by applicable law, regulations or order of a court or government agency.

(c)           It is expressly understood and agreed that although Participant and the Company consider the restrictions contained in this Section 1 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Appendix A is an unenforceable restriction against Participant, the provisions of this Appendix A shall not be rendered void but shall be deemed amended to apply as to such maximum time and terri-tory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restric-tion contained in this Appendix A is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

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(d)           The period of time during which the provisions of Section 1(a) shall be in effect shall be extended by the length of time during which Participant is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

(e)           The provisions of Section 1 hereof shall survive the termination of Participant’s employment for any reason, including but not limited to, any termination other than for Cause (except as otherwise set forth in Section 1 hereof).

(f)            The provisions of Section 1(a)(i), (ii), (iii) and (iv)(B) hereof shall not apply if Participant’s principal place of employment is in the state of California.

2. Confidentiality; Intellectual Property.

(a)           Confidentiality.

(i)          Participant will not at any time (whether during or after Participant’s Employment Term) (x) retain or use for the benefit, purposes or account of Participant or any other Person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company (other than its professional advisors who are bound by confidentiality obligations or otherwise in performance of Participant’s duties under Participant’s employment and pursuant to customary industry practice), any non-public, proprietary or confidential information—including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals—concerning the past, current or future business, activities and operations of the Company, its Subsidiaries or Affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (“Confidential Information”) without the prior written authorization of the Board.

(ii)         “Confidential Information” shall not include any information that is (a) generally known to the industry or the public other than as a result of Participant’s breach of this covenant; (b) made legitimately available to Participant by a third party without breach of any confidentiality obligation of which Participant has knowledge; or (c) required by law to be disclosed; provided that with respect to subsection (c) Participant shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment.

(iii)        Except as required by law, Participant will not disclose to anyone, other than Participant’s family (it being understood that, in this Agreement, the term “family” refers to Participant, Participant’s spouse, children, parents and spouse’s parents) and advisors, the existence or contents of this Agreement; provided that Participant may disclose to any prospective future employer the provisions of this Appendix A. This Section 2(a)(iii) shall terminate if the Company publicly discloses a copy of this Agreement (or, if the Company publicly discloses summaries or excerpts of this Agreement) to the extent so disclosed.

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(iv)        Upon termination of Participant’s employment with the Company for any reason, Participant shall (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company, its Subsidiaries or Affiliates and (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Participant’s possession or control (including any of the foregoing stored or located in Participant’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information, except that Participant may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information.

(b)           Intellectual Property.

(i)          If Participant has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with third parties, prior to Participant’s employment by the Company, that are relevant to or implicated by such employment (“Prior Works”), Participant hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company’s current and future business.

(ii)         If Participant creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during Participant’s employment by the Company and within the scope of such employment and with the use of any Company resources (“Company Works”), Participant shall promptly and fully disclose same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.

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(iii)        Participant shall take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works. If the Company is unable for any other reason, after reasonable attempt, to secure Participant’s signature on any document for this purpose, then Participant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Participant’s agent and attorney in fact, to act for and in Participant’s behalf and stead to execute any documents and to do all other lawfully permitted acts required in connection with the foregoing.

(iv)        Participant shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. Participant shall comply with all relevant policies and guidelines of the Company that are from time to time previously disclosed to Participant, including regarding the protection of Confidential Information and intellectual property and potential conflicts of interest. Participant acknowledges that the Company may amend any such policies and guidelines from time to time, and that Participant remains at all times bound by their most current version from time to time previously disclosed to Participant.

(v)         The provisions of Section 2 hereof shall survive the termination of Participant’s employment for any reason (except as otherwise set forth in Section 2(a)(iii) hereof).

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ADDENDUM

COUNTRY-SPECIFIC PROVISIONS

Terms and Conditions

This Addendum includes additional terms and conditions that govern the Awards granted to the Participant under the Plan if the Participant works and/or resides in one of the countries listed below. Capitalized terms used but not defined in this Addendum have the meanings set forth in the Plan and/or the Award Agreement.

If the Participant is a citizen or resident of a country other than the one in which the Participant is currently working and/or residing, is considered a resident of another country for local law purposes or transfers employment and/or residency between countries after the Date of Grant, the Company shall, in its sole discretion, determine to what extent the terms and conditions contained herein apply to the Participant under these circumstances.

Notifications

This Addendum also includes information regarding securities laws, exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan.  The information is based on the securities, exchange control and other laws in effect in the respective countries as of March 2020.  Such laws are often complex and change frequently.  As a result, the Company strongly recommends that the Participant not rely on the information noted herein as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time the Performance Stock Units vest or the shares of Common Stock acquired under the Plan are sold.

In addition, the information is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of any particular result.  Accordingly, the Participant should seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to his or her situation.

Finally, if the Participant is a citizen or resident of a country other than the one in which the  Participant is currently working and/or residing, is considered a resident of another country for local law purposes or transfers employment and/or residency between countries after the Date of Grant, the information contained herein may not be applicable in the same manner to the Participant.

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Australia

Terms and Conditions

Australia Offer Document.  The Performance Stock Units are intended to comply with the provisions of the Corporations Act 2001, Australia Securities and Investment Commission (“ASIC”) Regulatory Guide 49 and ASIC Class Order CO 14/1000.  Additional details are set forth in the Offer Document, which has been included as Exhibit A to this Addendum.

Notifications

Tax Information.  Subdivision 83A-C of the Income Tax Assessment Act 1997 applies to the Awards granted in accordance with the terms and conditions of the Grant Notice, the Plan and this Award Agreement (subject to the requirements of the Income Tax Assessment Act 1997).

Exchange Control Information.  Exchange control reporting is required for cash transactions exceeding AUD 10,000 and international fund transfers.  If an Australian bank is assisting the Participant with the transaction, the bank will file the report on the Participant’s behalf.  If there is no Australian bank involved in the transfer, the Participant will be required to file the report.

Belgium

Notifications

Foreign Asset/Account Reporting Information.Belgian residents are required to report any securities (e.g., shares of Common Stock acquired under the Plan) or bank accounts (including any brokerage accounts) held outside Belgium on their annual tax return. In a separate report, Belgian residents are required to provide the National Bank of Belgium with the account details of any such foreign accounts (including the account number, bank name and country in which such account was opened).  This report, as well as additional information on how to complete it, can be found on the website of the National Bank of Belgium, www.nbb.be.

Stock Exchange Tax.A stock exchange tax applies to transactions executed by a Belgian resident through a financial intermediary, such as a bank or broker. If the transaction is conducted through a Belgian financial intermediary, it may withhold the stock exchange tax, but if the transaction is conducted through a non-Belgian financial intermediary, the Belgian resident may need to report and pay the stock exchange tax directly. The stock exchange tax likely will apply when shares of Common Stock acquired under the Plan are sold. Belgian residents should consult with a personal tax or financial advisor for additional details on their obligations with respect to the stock exchange tax.

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Brazil

Terms and Conditions

Compliance with the Law.  In accepting the Awards, the Participant acknowledges his or her agreement to comply with applicable Brazilian laws and to pay any and all applicable Tax-Related Items associated with the vesting of the Performance Stock Units, the sale of shares of Common Stock acquired under the Plan or the receipt of dividends.

Labor Law Acknowledgement.  In accepting the Awards, the Participant agrees that he or she is (i) making an investment decision, (ii) the Participant will be entitled to receive shares of Common Stock pursuant to the Performance Stock Units only if the vesting conditions are met, and (iii) the value of the underlying shares of Common Stock is not fixed and may increase or decrease in value without compensation to the Participant.

Notifications

Exchange Control Information.  If the Participant is a resident or domiciled in Brazil, he or she will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than USD 100,000.  The assets and rights that must be reported include shares of Common Stock.

Canada

Terms and Conditions

Form of Performance Stock Unit Settlement.  The following provision supplements Section 3 of the Award Agreement:

Notwithstanding any discretion in Section 9 of the Plan, the Performance Stock Units will be settled only in shares of Common Stock.

Nature of Grant.The following provision supplements Section 13(j) of the Award Agreement:

Except as otherwise provided in the Grant Notice, the Participant will not earn, or be entitled to earn, any pro-rated vesting for that portion of time before the date on which the Participant’s right to vest terminates, nor will the Participant be entitled to any compensation for lost vesting. Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Participant’s right to vest in the Options under the Plan, if any, will terminate effective as of the last day of the Participant’s minimum statutory notice period, but the Participant will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of the Participant’s statutory notice period, nor will the Participant be entitled to any compensation for lost vesting.

The following provisions will apply if the Participant is a resident of Québec:

English Language Provision.  The parties acknowledge that it is their express wish that the present Award Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

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Les parties reconnaissent avoir exigé la rédaction en anglais de la présente convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.

Data Privacy.  This provision supplements Section 14 of the Award Agreement:

The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan.  The Participant further authorizes the Company, any related company and the administrator of the Plan to disclose and discuss the Plan with their advisors.  The Participant further authorizes the Company and any related company to record such information and to keep such information in the Participant’s employee file.

Notifications

Securities Law Information.  The Participant may not be permitted to sell within Canada the shares of Common Stock acquired under the Plan.  The Participant may only be permitted to sell shares of Common Stock acquired under the Plan through the designated broker appointed under the Plan, if any (or any other broker acceptable to the Company), provided the resale of shares of Common Stock acquired under the Plan takes place outside Canada through the facilities of a stock exchange on which the shares of Common Stock are listed.

Foreign Asset/Account Reporting Information.  Specified foreign property including shares of Common Stock and rights to shares of Common Stock (e.g., Performance Stock Units) held by a Canadian resident employee must generally be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of his or her specified foreign property exceeds CAD 100,000 at any time during the year.  If applicable, Form T1135 is due by April 30th of the following year.  Performance Stock Units must be reported - generally at nil cost - if the CAD 100,000 cost threshold is exceeded because the Participant holds other specified foreign property. When shares of Common Stock are acquired, their cost generally is the adjusted cost base (“ACB”) of the shares of Common Stock.  The ACB would ordinarily equal the fair market value of the shares of Common Stock at the time of the acquisition, but if the Participant owns other shares of Common Stock, this ACB may have to be averaged with the ACB of the other shares of Common Stock.  The Participant should consult with a personal advisor to ensure that the Participant complies with the applicable requirements.

China

The following Terms and Conditions apply to Participants that are subject to the exchange control restrictions and regulations in the People’s Republic of China (“China”), including the requirements imposed by the State Administration of Foreign Exchange (“SAFE”), as determined by the Company in its sole discretion.

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Terms and Conditions

Satisfaction of Regulatory Obligations.  The settlement of the Awards upon vesting is conditioned upon the Company securing and maintaining all necessary approvals from SAFE and any other applicable government entities in China to permit the operation of the Plan in China, as determined by the Company it its sole discretion.  If or to the extent the Company is unable to complete the registration or maintain the registration, no shares of Common Stock shall be issued under the Plan.  In this case, the Company retains the discretion to settle any Awards in cash paid through local payroll in an amount equal to the Fair Market Value of the Shares subject to the Awards less any Tax-Related Items.

Sale Requirement.To facilitate compliance with any applicable laws or regulations in China, the Participant agrees and acknowledges that the Company (or a brokerage firm instructed by the Company, if applicable) reserves the right to require the immediate sale of any shares of Common Stock issued to the Participant at vesting/settlement of the Performance Stock Units.  The Participant understands and agrees that any such immediate sale of shares of Common Stock will occur as soon as is practical following vesting of the Performance Stock Units.  Alternatively, if the shares of Common Stock are not immediately sold, the Company will require the sale of any shares of Common Stock the Participant may then hold within six months (or such other period as may be required under applicable legal or exchange control requirements) following the Participant’s Termination.

The Participant agrees that the Company is authorized to instruct its designated broker to assist with the sale of the shares of Common Stock on the Participant’s behalf pursuant to this authorization, and the Participant expressly authorizes the designated broker to complete the sale of such shares of Common Stock.  The Participant also agrees to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the designated broker) to effectuate the sale of the shares of Common Stock (including, without limitation, as to the transfers of the proceeds and other exchange control matters noted below) and to otherwise cooperate with the Company with respect to such matters, provided that he or she shall not be permitted to exercise any influence over how, when or whether the sales occur.  Upon the sale of the shares of Common Stock, the Participant will receive the cash proceeds from the sale, less any applicable Tax-Related Items, brokerage fees or commissions, in accordance with applicable exchange control laws and regulations.

The Participant acknowledges that the designated broker is under no obligation to arrange for the sale of the shares of Common Stock at any particular price.  Due to fluctuations in the share price and/or applicable exchange rates between the settlement date and (if later) the date on which the shares of Common Stock are sold, the amount of proceeds ultimately distributed to the Participant may be more or less than the market value of the shares of Common Stock upon vesting (which is the amount relevant to determining the Participant’s  liability for Tax-Related Items).  The Participant understands and agrees that the Company is not responsible for the amount of any loss that the Participant may incur and that the Company assumes no liability for any fluctuations in the share price and/or any applicable exchange rate.

Designated Broker Account. If shares of Common Stock issued upon the vesting/settlement of the Performance Stock Units are not immediately sold, the Participant acknowledges that the Participant is required to maintain the shares of Common Stock in an account as may be selected by the Company until the shares of Common Stock are sold through the designated broker (as further detailed below).

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Exchange Control Restrictions.  The Participant understands and agrees that, pursuant to local exchange control requirements, he or she will be required to immediately repatriate the cash proceeds from the sale of shares of Common Stock and any cash dividends paid on such shares of Common Stock to China.  The Participant further understands that, under local law, such repatriation of cash proceeds may need to be effectuated through a special exchange control account established by the Company, the Service Recipient or any other Subsidiary, and the Participant hereby consents and agrees that any proceeds from the sale of shares of Common Stock or any cash dividends paid on such Shares may be transferred to such special account prior to being delivered to the Participant.

The proceeds may be paid to the Participant in U.S. dollars or local currency at the Company’s discretion.  In the event the proceeds are paid to the Participant in U.S. dollars, he or she understands that he or she will be required to set up a U.S. dollar bank account in China and provide the bank account details to the Service Recipient and/or the Company so that the proceeds may be deposited into this account.  If the proceeds are paid to the Participant in local currency, the Company is under no obligation to secure any particular exchange conversion rate and/or conversion date and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions.  The Participant agrees to bear any currency fluctuation risk between the time the shares of Common Stock are sold or dividends are received and the time the proceeds are distributed through any such special exchange account.  The Participant further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.

Notifications

Exchange Control Information.  The Participant may be required to report to SAFE all details of the Participant’s foreign financial assets and liabilities, as well as details of any economic transactions conducted with non-PRC residents.

Czech Republic

Notifications

Exchange Control Information.  The Czech National Bank may require the Participant to fulfill certain notification duties in relation to the shares of Common Stock acquired or any dividends paid on such shares, and the opening and maintenance of a foreign account. However, because exchange control regulations change frequently and without notice, the Participant should consult his or her personal legal advisor prior to the vesting to ensure compliance with current regulations.  The Participant is solely responsible for ensuring compliance with exchange control laws in the Czech Republic.

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Denmark

Notifications

Foreign Asset/Account Reporting Information.  If the Participant establishes an account holding shares or cash outside of Denmark, the Participant must report the account to the Danish Tax Administration.  The form which should be used to make the report can be obtained from a local bank.

Finland

No country-specific provisions apply.

France

Terms and Conditions

Performance Stock Units Not Tax-Qualified.  The Performance Stock Units granted under this Award Agreement are not intended to qualify for special tax and social security treatment pursuant to Sections L. 225-197-1 to L 225-197-6 of the French Commercial Code, as amended.

Language Consent.  By accepting the Performance Stock Units, the Participant confirms having read and understood the Plan and the Award Agreement, including all terms and conditions included therein, which were provided in the English language. The Participant accepts the terms of these documents accordingly.

En acceptant ces “Performance Stock Units”, le Participant confirme avoir lu et compris le Plan et Accord de, incluant tous leurs termes et conditions, qui ont été transmis en langue anglaise. Le Participant accepte les dispositions de ces documents en connaissance de cause.

Foreign Asset/Account Reporting Information.  French residents holding cash or securities (including shares of Common Stock) outside of France or maintaining a foreign bank or brokerage accounts (including accounts opened or closed during the tax year) must declare such assets and accounts to the French tax authorities when filing an annual tax return. Failure to comply could trigger significant penalties.

Germany

Notifications

Exchange Control Information.  Cross-border payments in excess of EUR 12,500 must be reported monthly to the German Federal Bank.  If the Participant receives a payment in excess of this amount, the Participant is responsible for electronically reporting to the German Federal Bank by the fifth day of the month following the month in which the payment occurs.  The form of report (Allgemeines Meldeportal Statistik) can be accessed via the German Federal Bank’s website (www.bundesbank.de) and is available in both German and English.

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Foreign Asset/Account Reporting Information.   If the Participant’s acquisition of shares of Common Stock acquired under the Plan leads to a so-called qualified participation at any point during the calendar year, the Participant may need to report the acquisition when the Participant files his or her tax return for the relevant year.  A qualified participation is attained if (i) the Participant owns 1% or more of the Company and the value of the shares of Common Stock acquired exceeds EUR 150,000 or (ii) the Participant holds shares of Common Stock exceeding 10% of the Company’s total Common Stock.

Greece

No country-specific terms apply.

India

Notifications

Exchange Control Information.  The Participant understands that he or she must repatriate any proceeds from the sale of shares of Common Stock acquired under the Plan and any cash dividends to India and convert the proceeds into local currency within a reasonable time after receipt (i.e., 90 days from the sale of shares of Common Stock and 180 days from receipt of dividends, or within such time as prescribed under applicable Indian exchange control laws as may be amended from time to time).  The Participant will receive a foreign inward remittance certificate (“FIRC”) from the bank where the Participant deposits the foreign currency.  The Participant should retain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Service Recipient requests proof of repatriation.  It is the Participant’s responsibility to comply with applicable exchange control laws in India.

Foreign Asset/Account Reporting Information.  The Participant is required to declare foreign bank accounts and any foreign financial assets (including shares of Common Stock acquired under the Plan) in the Participant’s annual tax return.  It is the Participant’s responsibility to comply with this reporting obligation and the Participant should confer with the Participant’s personal tax advisor in this regard.

Ireland

Notifications

Director Notification Information.  If the Participant is a director, shadow director or secretary of an Irish Subsidiary and has a 1% or more shareholding interested in the Company, he or she must notify the Irish Subsidiary in writing upon receiving or disposing of an interest in the Company (e.g., Performance Stock Units, shares of Common Stock) or upon becoming aware of the event giving rise to the notification requirement, or upon becoming a director, shadow director or secretary if such an interest exists at that time. This notification requirement also applies with respect to the interests of a spouse or minor child (whose interests will be attributed to the director, shadow director or secretary).

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Italy

Terms and Conditions

Plan Document Acknowledgement.In accepting the Awards, the Participant acknowledges that he or she has received a copy of the Plan, the Grant Notice and this Award Agreement and has reviewed the Plan, the Grant Notice and this Award Agreement, in their entirety and fully understands and accepts all provisions of the Plan, the Grant Notice and this Award Agreement.

The Participant further acknowledges that he or she has read and specifically and expressly approves the Grant Notice and the following sections of this Award Agreement: Section 1; Section 7; Section 11; Section 13; Section 15; Section 16; Section 17; Section 18; and Section 24.

Notifications

Foreign Asset/Account Reporting Information.If the Participant is an Italian resident and holds investments or financial assets outside of Italy (e.g., cash, shares of Common Stock) during any fiscal year which may generate income taxable in Italy, the Participant is required to report such investments or assets on his or her annual tax return for such fiscal year (on UNICO Form, RW Schedule, or on a special form if the Participant is not required to file a tax return).  These reporting obligations will also apply to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions.  The Participant should consult his or her personal advisor to ensure compliance with applicable reporting obligations.

Foreign Asset Tax.The value of financial assets held outside of Italy by individual residents of Italy is subject to a foreign asset tax.  The taxable amount will be the fair market value of the financial assets (e.g., shares of Common Stock) assessed at the end of the calendar year. The value of the financial assets held abroad must be reported in Form RM of the annual tax return.  The Participant should consult his or her personal tax advisor for additional information about the foreign financial assets tax.

Japan

Notifications

Exchange Control Information.  If the Participant acquires shares of Common Stock valued at more than  JPY 100 million in a single transaction, the Participant must file a Securities Acquisition Report with the Ministry of Finance through the Bank of Japan within 20 days of the acquisition of such shares of Common Stock.

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Foreign Asset/Account Reporting Information.Details of any assets held outside of Japan (including shares of Common Stock acquired under the Plan) must be reported to the tax authorities on an annual basis as of December 31, to the extent such assets have a total net fair market value exceeding JPY 50,000,000. Such report is due by March 15 each year.  The Participant should consult with his or her personal tax advisor to determine if the reporting obligation applies to the Participant and whether the Participant will be required to include details of the Participant’s outstanding Performance Stock Units, as well as shares of Common Stock, in the report.

Netherlands

No country-specific terms apply.

Poland

Notifications

Foreign Asset/Account Reporting Information.Polish residents holding foreign securities (e.g., shares of Common Stock) and/or maintaining accounts abroad must report information to the National Bank of Poland on transactions and balances of the securities and cash deposited into such accounts if the value of such securities and cash (when combined with all other assets possessed abroad) exceeds PLN 7 million.  If required, the reports must be filed on a quarterly basis on special forms that are available on the website of the National Bank of Poland. Polish residents should consult with their personal tax advisor to determine their personal reporting obligations.

Exchange Control Information.  If a Polish resident transfers funds in excess of  EUR 15,000 (or PLN 15,000 if such transfer of funds is connected with the business activity of an entrepreneur) into Poland, the funds must be transferred via a Polish bank account or financial institution.  Polish residents are required to retain the documents connected with a foreign exchange transaction for a period of five years, as measured from the end of the year in which such transaction occurred.

Singapore

Terms and Conditions

Sale Restriction.  Shares of Common Stock acquired under the Plan may not be sold or otherwise offered for sale in Singapore prior to the six-month anniversary of the Date of Grant, unless such sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”) or pursuant to, and in accordance with the conditions of, any other applicable provision(s) of the SFA.

Notifications

Securities Law Information.  The grant of the Awards is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the SFA and is not made with a view to the shares of Common Stock acquired under the Plan being subsequently offered for sale to any other party.  The Plan has not been, and will  not be, lodged or registered as a prospectus with the Monetary Authority of Singapore.

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Chief Executive Officer and Director Notification Requirement.  Directors and the Chief Executive Officer (“CEO”) of a Singapore Subsidiary are subject to certain notification requirements under the Singapore Companies Act.  Directors and the CEO must notify the Singapore Subsidiary in writing of an interest (e.g., Performance Stock Units, shares of Common Stock, etc.) in the Company or any related companies within two business days of (i) its acquisition or disposal, (ii) any change in a previously disclosed interest (e.g., when the shares of Common Stock are sold), or (iii) becoming a director / CEO.

South Africa

Terms and Conditions

Securities Law Information.  In compliance with South African securities laws, the Participant acknowledges that the documents listed below are available for the Participant’s review at the address listed below:

(a) the Company’s most recent annual financial statements: https://investors.irco.com/home/default.aspx

(b) the Company’s most recent Plan prospectus, which is available by logging into Ingersoll Rand Inc.’s equity plan portal at: NetBenefits.com;

The Participant acknowledges that he or she may have a copy of the above documents sent to the Participant, without fee, on written request to Ingersoll Rand Inc., ATTN: Andrew Schiesl, General Counsel, 800-A Beaty Street, Davidson, NC 28036, USA.

Responsibility for Taxes.  The following provision supplements Section 7 of the Award Agreement:

By accepting the Award, the Participant agrees that, immediately upon the vesting of the Performance Stock Units, the Participant will notify the Service Recipient of the amount of any gain realized.  If the Participant fails to advise the Service Recipient of the gain realized upon the taxable event, the Participant may be liable for a fine.  The Participant will be solely responsible for paying any difference between the actual tax liability and the amount withheld.

Notifications

Exchange Control Information.  To participate in the Plan, the Participant must comply with exchange control regulations and rulings in South Africa.  Because the exchange control regulations are subject to change, the Participant  should consult his or her personal legal advisor prior to vesting in Performance Stock Units to ensure compliance with applicable exchange control regulations.  The Participant is responsible for ensuring compliance with all exchange control laws in South Africa.

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South Korea

Notifications

Foreign Asset/Account Reporting Information.  If the Participant is a Korean resident, the Participant must declare all of his or her foreign financial accounts (e.g., non-Korean bank accounts, brokerage accounts, etc.) to the Korean tax authority and file a report with respect to such accounts if the value of such accounts exceeds KRW 500 million (or an equivalent amount in foreign currency).  The Participant should consult with his or her personal tax advisor to determine the Participant’s personal reporting obligations.

Spain

Terms and Conditions

Labor Law Acknowledgement.  In accepting the Awards, the Participant consents to participation in the Plan and acknowledges that the Participant has received a copy of the Plan.

The Participant understands that the Company has unilaterally, gratuitously and in its own discretion decided to grant Awards under the Plan to certain individuals who may be employees of the Company or a Subsidiary throughout the world.  The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or a Subsidiary, other than as set forth in this Award Agreement.  Consequently, the Participant understands that the Awards are granted on the assumption and condition that the Awards and any shares of Common Stock  acquired upon the vesting of the Performance Stock Units are not a part of any employment contract (either with the Company or a Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation), or any other right whatsoever.  Further, the Participant understands that the Awards would not be granted to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken, or should any of the conditions not be met for any reason, any grant of or right to the Awards shall be null and void.

The Participant understands and agrees that, as a condition of the grant of the Awards, in the event of the Participant’s Termination for any reason other than the Participant’s death, Disability, Qualifying Termination or Approved Retirement as provided in the Grant Notice (including the reasons listed below) will automatically result in the loss of the Awards to the extent the Awards have not vested as of the date of the Participant’s Termination.  This will be the case, for example, even if (i) the Participant is considered to be unfairly dismissed without good cause (i.e., subject to a “despido improcedente”); (ii) the Participant is dismissed for disciplinary or objective reasons or due to a collective dismissal; (iii) the Participant terminates service due to a change of work location, duties or any other employment or contractual condition; (iv) the Participant terminates service due to a unilateral breach of the Participant’s contract by the Company or a Subsidiary; or (v) the Participant’s employment terminates for any other reason whatsoever.  Consequently, upon the Participant’s Termination for any of the above reasons, he or she may automatically lose any rights to the Awards that were not vested on the date of his or her Termination, as described in the Plan, the Grant Notice and this Award Agreement.

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Notifications

Exchange Control Information. To participate in the Plan, the Participant must declare the acquisition and sale of shares of Common Stock to the Dirección General de Comercio e Inversiones (“DGCI”) for statistical purposes.  The Participant also must declare the ownership of any shares of Common Stock with the DGCI each January while the shares of Common Stock are owned, unless the amount of shares of Common Stock acquired or sold exceeds the applicable threshold (currently EUR 1,502,530), or the Participant holds 10% or more of the share capital of the Company or other such amount that would entitle the Participant to join the Board, in which case the filing is due within one month after the sale.

In addition, the Participant may be required to electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign instruments (including shares of Common Stock acquired under the Plan), and any transactions with non-Spanish residents (including any payments for shares of Common Stock made pursuant to the Plan), depending on the balances in such accounts together with the value of such instruments as of December 31 of the relevant year, or the volume of transactions with non-Spanish residents during the relevant year.

Securities Law Information. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the grant of the Award.  This Award Agreement has not been nor will it be registered with the Comisión Nacional del Mercado de Valores, and does not constitute a public offering prospectus.

Foreign Asset/Account Reporting Information.   To the extent that the Participant holds assets (e.g., cash or shares of Common Stock held in a bank or brokerage account) outside of Spain with a value in excess of EUR 50,000 per type of right or asset as of December 31 each year (or at any time during the year in which Participant sells or disposes of such asset), the Participant is required to report information on such assets on his or her tax return for such year.  After such assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported assets increases by more than EUR 20,000.  The Participant should consult with his or her personal tax advisor to ensure compliance with applicable reporting requirements.

Sweden

Term and Conditions

Responsibility for Taxes.  The following provision supplements Section 7 of the Award Agreement:

Without limiting the Company’s and the Service Recipient’s authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 7 of the Award Agreement, in accepting the Performance Stock Units, the Participant authorizes the Company and/or the Service Recipient to sell or withhold shares of Common Stock otherwise deliverable to the Participant upon vesting to satisfy Tax-Related Items, regardless of whether the Company and/or the Service Recipient have an obligation to withhold such Tax-Related Items.

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Switzerland

Notifications

Securities Law Information.Neither this document nor any other materials relating to the Performance Stock Units (i) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”), (ii) may be publicly distributed or otherwise made available in Switzerland to any person other than an employee of the Company, or (iii) has been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 of FinSA or any Swiss regulatory authority, including the Swiss Financial Market Supervisory Authority (FINMA).

UNITED KINGDOM

United Arab Emirates

Notifications

Securities Law Information.The Awards granted under the Plan are being offered only to eligible employees of the Company, its Subsidiaries or the Service Recipient and is in the nature of providing equity incentives to eligible employees of the Company, its Subsidiaries or the Service Recipient.  Any documents related to the Awards, including the Plan, this Award Agreement and any other grant documents (“Award Documents”), are intended for distribution only to such eligible employees and must not be delivered to, or relied on by, any other person.

The United Arab Emirates securities or financial/economic authorities have no responsibility for reviewing or verifying any Award Documents and have not approved the Award Documents nor taken steps to verify the information set out in them, and thus, are not responsible for their content.

The Participant is aware that he or she should, as a prospective stockholder, conduct his or her own due diligence on the securities. The Participant acknowledges that if he or she does not understand the contents of the Award Documents, the Participant should consult an authorized financial advisor.

United Kingdom

Terms and Conditions

Form of Performance Stock Unit Settlement.  The following provision supplements Section 3 of the Award Agreement:

Notwithstanding any discretion in Section 9 of the Plan, the Performance Stock Units will be settled only in shares of Common Stock.

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Responsibility for Taxes.  The following provision supplements Section 7 of the Award Agreement:

The Participant agrees to be liable for any Tax-Related Items and hereby covenants to pay any such Tax-Related Items, as and when requested by the Company or, if different, the Service Recipient or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax or relevant authority).  The Participant also agrees to indemnify and keep indemnified the Company and, if different, the Service Recipient against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax or relevant authority) on the Participant’s behalf.

Notwithstanding the foregoing, if the Participant is a director or executive officer (within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply.  In such case, if the amount of any income tax due is not collected from or paid by the Participant within 90 days of the end of the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of any uncollected income tax may constitute an additional benefit to the Participant on which additional income tax and National Insurance Contributions (“NICs”) may be payable   The Participant acknowledges that the Company or the Service Recipient may recover any such additional income tax and national insurance contributions at any time thereafter by any of the means referred to in the Award Agreement.  However, the Participant is primarily responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime.

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EXHIBIT A

OFFER DOCUMENT

INGERSOLL RAND INC.

AMENDED AND RESTATED 2017 OMNIBUS INCENTIVE PLAN

OFFER OF PERFORMANCE STOCK UNITS

TO AUSTRALIAN RESIDENT EMPLOYEES

Ingersoll Rand Inc. (the “Company”) is pleased to provide you with this offer to participate in its Amended and Restated 2017 Omnibus Incentive Plan (the “Plan”).  This offer sets out information regarding the grant of Performance Stock Units (“Awards”) to Australian resident employees of the Company and any Subsidiary.  This Offer Document is provided by the Company to ensure compliance of the Plan with the Australian Securities and Investments Commission’s (“ASIC”) Class Order 14/1000 and relevant provisions of the Corporations Act 2001.

Capitalized terms used but not defined herein shall have the meaning provided in the Plan.

You are being provided with copies of and/or access to the following documents:

(a) Performance Stock Unit Grant Notice;

(b) Award summary including award details: date of grant, number of shares granted, and specific details of vesting dates and %’s;

(c) the Global Award Agreement and the addendum attached thereto (the “Agreement”);

(d) the Plan;

(e) The Plan Prospectus (the “Prospectus”)

(collectively, the “Additional Documents”)

The Additional Documents provide further information to help you make an informed investment decision about participating in the Plan.  Neither the Plan nor the Prospectus is a prospectus for the purposes of the Corporations Act 2001.

You should not rely upon any oral statements made in relation to this offer.  You should rely only upon the statements contained in the Agreement and the Additional Documents when considering participation in the Plan.

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General Information

Securities Law Notification.  Investment in shares of Common Stock involves a degree of risk.  Participants who elect to participate in the Plan should monitor their participation and consider all risk factors relevant to the acquisition of shares of Common Stock under the Plan as set out in the Agreement and the Additional Documents.

The information contained in this offer is general information only.  It is not advice or information that takes into account your objectives, financial situation and needs.

You should consider obtaining your own financial product advice from an independent person who is licensed by ASIC to give advice about participation in the Plan.

Additional Risk Factors for Australian Residents.  You should have regard to risk factors relevant to investment in securities generally and, in particular, to the holding of shares of Common Stock.  For example, the price at which the shares of Common Stock are quoted on the New York Stock Exchange may increase or decrease due to a number of factors.  There is no guarantee that the price of the shares of Common Stock will increase.  Factors that may affect the price of the shares of Common Stock include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which the Company operates and general operational and business risks.

More information about potential factors that could affect the Company’s business and financial results is included in the Company’s Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K.  Copies of these reports are available at http://www.sec.gov/, on the Company’s “Investor Relations” page at https://investors.irco.com/home/default.aspx, and upon request to the Company.

In addition, you should be aware that the Australian dollar value of any shares of Common Stock acquired at vesting will be affected by the U.S. dollar/Australian dollar exchange rate.  Participation in the Plan involves certain risks related to fluctuations in this rate of exchange.

Common Stock.  Common stock of a U.S. corporation is analogous to ordinary shares of an Australian corporation.  Each holder of the Company’s Common Stock is entitled to one vote for every share of Common Stock.

Dividends may be paid on the shares of Common Stock out of any funds of the Company legally available for dividends at the discretion of the Board.

The shares of Common Stock are traded on the New York Stock Exchange (“NYSE”) in the United States of America under the symbol “IR”.

The shares of Common Stock are not liable to any further calls for payment of capital or for other assessment by the Company and have no sinking fund provisions, pre-emptive rights, conversion rights or redemption provisions.

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Ascertaining the Market Price of Shares.  You may ascertain the current market price of the shares of Common Stock as traded on the NYSE under the symbol “IR” at https://www.nyse.com/.   The Australian dollar equivalent of that price can be obtained at: http://www.rba.gov.au/statistics/frequency/exchange-rates.html.

This will not be a prediction of what the market price per share of Common Stock will be when the Performance Stock Units vest.

Tax Notification

The following is a summary of the tax consequences as of March 2020 for an Australian resident Participant who receives Performance Stock Units under the Plan.  This summary is necessarily general in nature and does not purport to be tax advice in relation to an actual or potential recipient of Awards.

If you are a citizen or resident of another country or are considered a citizen or resident of another country for local law purposes, or transfer employment and/or residence after you are granted Awards, the information contained in this summary may not be applicable to you.

If you intend to accept Awards under the Plan, then you should not rely on the summary as anything other than a broad guide and you should seek appropriate professional advice as to how the tax or other laws in Australia and in any other applicable country apply to your specific situation before making the decision to accept.

Taxation of the Awards

1. Australian Tax Consequences

(a) What is the effect of the grant of the Awards?

The Australian tax legislation contains specific rules, in Subdivision 83A-C of the Income Tax Assessment Act 1997, governing the taxation of shares and rights (called “ESS interests”) acquired by employees under employee share schemes.  The Awards granted under the Plan should be regarded as a right to acquire shares and accordingly, an ESS interest for these purposes.

Your assessable income includes the “discount” given in relation to the acquisition of the ESS interest at grant, unless the ESS interest is either subject to a real risk of forfeiture, or you are genuinely restricted from immediately disposing of the ESS interest and there is a statement in the grant materials that deferral is to apply, in which case you will be subject to deferred taxation.

The terms of your Awards are set out in the Plan and the Agreement.  Your Awards are non-transferable and the Agreement contains a statement that tax deferral is to apply.  Accordingly, you will be subject to deferred taxation (i.e., you generally should not be subject to tax when the Awards are granted to you).

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You will be required to include an amount in your assessable income for the income year in which the earliest of the following events occurs in relation to your Awards (the “ESS deferred taxing point”):

(i)            there are both no longer any genuine restrictions on the vesting of the Awards, or the underlying shares of Common Stock being disposed of, and there is no real risk of you forfeiting the Awards or underlying shares of Common Stock;

(ii)           you cease relevant employment (i.e., when you are no longer employed by the Company, your employer, or any member of the Company Group) to the extent you retain the Awards; or

(iii)          15 years from when the Awards were granted.

Generally, this means you will be subject to tax when the Awards are settled upon vesting, and the shares of Common Stock are no longer subject to any genuine restrictions on disposal.  However, the ESS deferred taxing point for the Awards will be moved to the time you sell the underlying shares of Common Stock if you sell the underlying shares of Common Stock within 30 days of the original ESS deferred taxing point.

(b) What is the amount that I must include in my assessable income if an ESS deferred taxing point occurs?

The amount you must include in your assessable income in the income year (i.e., the financial year ending 30 June) in which the ESS deferred taxing point occurs in relation to the Awards will be the difference between the “market value” of the underlying shares of Common Stock at the ESS deferred taxing point and the cost base of the Awards (which should be nil for the Performance Stock Units because you do not pay anything to acquire the Performance Stock Units or the underlying shares of Common Stock).

If, however, you sell the underlying shares of Common Stock in an arm’s length transaction within 30 days of the ESS deferred taxing point (i.e., typically within 30 days of vesting), the amount to be included in your assessable income in the income year in which the sale occurs will be equal to the difference between the sale proceeds and the cost base of the Awards (which should include any incremental costs you incur in connection with the sale, e.g., brokerage fees).

(c) What is the market value of the underlying shares of Common Stock?

The “market value” of the underlying shares of Common Stock at the ESS deferred taxing point is determined according to the ordinary meaning of “market value” expressed in Australian currency.  The Company will determine the market value in accordance with guidelines prepared by the Australian Tax Office.

The Company has the obligation to provide you with certain information about your participation in the Plan at certain times, including after the end of the income year in which the ESS deferred taxing point occurs.  This may assist you in determining the market value of the underlying shares of Common Stock at the ESS deferred taxing point.  However, this estimate may not be correct if you sell the shares of Common Stock within 30 days of the acquisition date, in which case it is your responsibility to report and pay the appropriate amount of tax based on the sale proceeds.

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(d) What happens if I cease employment before my Awards vest?

If you cease employment with the Company or any Subsidiary prior to the vesting date of some or all of the Awards and the Awards are forfeited, you may be treated as if you never acquired the forfeited Awards, in which case no amount will be included in your assessable income.

(e) What tax consequences will apply when I sell my shares of Common Stock?

You may also be subject to capital gains tax when you subsequently sell the shares of Common Stock (other than gains realized on the disposal of shares of Common Stock within 30 days after the original ESS deferred taxing point, in which case your treatment will be limited to the income tax consequences described above in paragraph 1(b)).

Provided you dispose of the shares of Common Stock in an arm’s length transaction,² you will be subject to capital gains tax to the extent that the sale proceeds exceed your cost base in the shares of Common Stock sold.  Your cost base in the shares of Common Stock will generally be equal to the market value of the shares of Common Stock at the ESS deferred taxing point (which will usually be the date you acquired the shares) plus any incremental costs you incur in connection with the sale (e.g., brokerage fees).

The amount of any capital gain you realize must be included in your assessable income for the year in which the shares of Common Stock are sold.  However, if you hold the shares of Common Stock for at least one year prior to selling (excluding the dates you acquired and sold the shares of Common Stock), you may be able to apply a discount to the amount of capital gain that you are required to include in your assessable income.  If this discount is available, you may calculate the amount of capital gain to be included in your assessable income by first subtracting all available capital losses from your capital gains and then multiplying each capital gain by the discount percentage of 50%.

If the sale proceeds are lower than your cost base in the shares of Common Stock sold (assuming the sale occurred in an arm’s length transaction), you will realize a capital loss.  Capital losses may be used to offset capital gains realized in the current tax year or in any subsequent tax year, but may not be used to offset other types of income (e.g., salary or wage income).

(f) What are the tax consequences if a dividend is paid on the shares?

If you continue to hold the shares of Common Stock, you may be entitled to receive dividends on the shares of Common Stock if the Board, in its discretion, declares a dividend.  Any dividends paid on shares of Common Stock must be included in your assessable income in the tax year they are received.  The dividends are also subject to U.S. federal withholding tax at source.  You may be entitled to a foreign tax offset against your Australian income tax for the U.S. federal income tax withheld on any dividends.

² If you sell your shares on the NYSE, this will generally be considered an arm’s length transaction.

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(g) What are the tax withholding and reporting obligations in relation to any income that I may realize pursuant to my participation in the Plan?

You will be responsible for reporting any income attributable to your Awards in your tax return and paying any tax liability.  It is also your responsibility to report and pay any Australian tax liability on any dividends received and/or any capital gains arising from the disposal of the shares of Common Stock that you acquire under the Plan.

Your employer will be required to withhold the tax due at the ESS deferred taxing point only if you have not provided your Tax File Number or Australian Business Number (as applicable) to your employer.

However, the Company must provide to you (generally, by no later than 14 July after the end of the income year) and the Commissioner of Taxation (generally, by no later than 14 August after the end of the income year) a statement containing certain information about your participation in the Plan in the income year in which the original ESS deferred taxing point occurs (typically, the year you acquire the shares), including an estimate of the market value of the underlying shares of Common Stock at the taxing point.  Please note that, if you sell the shares of Common Stock within 30 days of acquisition, your taxing point will not be at acquisition; as such, the amount reported by your employer may differ from your actual taxable amount (which would be based on the value of the shares of Common Stock when sold, not the acquisition date).  It is your responsibility to ensure that you complete your tax return properly.

2. United States Tax Consequences

Participants (who are not U.S. citizens or permanent residents) will not be subject to U.S. tax by reason only of the grant and vesting of the Awards, the acquisition of the shares of Common Stock or the sale of shares of Common Stock, except as described in the dividends section above.  However, liability for U.S. taxes may accrue if a Participant is otherwise subject to U.S. taxes.

The above is an indication only of the likely U.S. taxation consequences for Australian resident Participants granted Awards under the Plan.  Participants should seek their own advice as to the U.S. taxation consequences of Plan participation.

EX-10.14

Exhibit 10.14

RESTRICTED STOCK UNIT GRANT NOTICE

UNDER THE

INGERSOLL RAND INC.

AMENDED AND RESTATED 2017 OMNIBUS INCENTIVE PLAN

Ingersoll Rand Inc. (the “Company”), pursuant to its Amended and Restated 2017 Omnibus Incentive Plan (the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units. The Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Global Award Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

Participant:	[Participant Name]
Date of Grant:	[Grant Date]
Vesting Commencement Date:	[Vest From Date]
Number of Restricted Stock Units:	[Number of Shares Granted]
Vesting Schedule:	Provided the Participant has not undergone a Termination prior to the time of each applicable vesting date (or event), the Restricted Stock Units shall become vested as to 50% of the Restricted Stock Units on each of the first and second anniversaries of the Vesting Commencement Date (each, a “Vesting Date”).
	In the event of the Participant’s Termination, all vesting with respect to the Restricted Stock Units shall cease and all unvested Restricted Stock Units shall be forfeited by the Participant for no consideration as of the date of such Termination; provided, that in the event of the Participant’s Qualifying Termination or Approved Retirement, the Restricted Stock Units that would have vested on the first Vesting Date otherwise scheduled to occur immediately following the date of such Qualifying Termination or Approved Retirement shall vest as of the date of Qualifying Termination or Approved Retirement, as applicable; and provided further that in the event of the Participant’s death or Disability, the Restricted Stock Units that would have vested on the first and second Vesting Date otherwise scheduled to occur immediately following the date of such death or Disability shall vest as of the date of death or Disability.  Notwithstanding the foregoing, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that would likely result in the  favorable treatment that applies to the Restricted Stock Units if the Participant’s Termination occurs as a result of Participant’s Approved Retirement being deemed unlawful and/or discriminatory, the Company may determine that the Participant’s Retirement is no longer an Approved Retirement and the remaining provisions will govern.

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	Further, in the event of the Participant’s Qualifying Termination during the two-year period following a Change in Control, all Restricted Stock Units shall immediately vest as of the date of Qualifying Termination.
Definitions:	“Approved Retirement” means a Retirement that occurs following the Participant’s receipt of written confirmation by the Company that such Retirement will be designated as an “Approved Retirement” for purposes of the Plan.  The designation of an Approved Retirement shall be made by the Company in its sole discretion, and the Company’s determination as to whether a Retirement is an Approved Retirement shall be final and binding upon the Participant.
	“Cause” means the Participant’s (A) willful neglect in the performance of the Participant’s duties for the Service Recipient or willful or repeated failure or refusal to perform such duties; (B) engagement in conduct in connection with the Participant’s employment or service with the Service Recipient, which results in, or could reasonably be expected to result in, material harm to the business or reputation of the Company or any other member of the Company Group; (C) conviction of, or plea of guilty or no contest to, (I) any felony; or (II) any other crime that results in, or could reasonably be expected to result in, material harm to the business or reputation of the Company or any other member of the Company Group; (D) engaging in any act of moral turpitude, illegality or harassment, whether or not such act was committed in connection with the Participant’s services to the Company Group; (E) material violation of the Company’s Code of Conduct or any other written policies of the Company or the Service Recipient, including, but not limited to, those relating to sexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy of the Company or Service Recipient; (F) fraud or misappropriation, embezzlement or misuse of funds or property belonging to the Company or any other member of the Company Group; or (G) act of personal dishonesty that involves personal profit in connection with the Participant’s employment or service to the Service Recipient.

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“Detrimental Activity” means any of the following: (i) unauthorized disclosure of any confidential or proprietary information of any member of the Company Group; (ii) any activity that would be grounds to terminate the Participant’s employment or service with the Service Recipient for Cause; or (iii) a breach by the Participant of any restrictive covenant by which such Participant is bound, including, without limitation, the covenants attached to the Global Award Agreement as Appendix A.

“Qualifying Termination” means a Termination by the Company without Cause.

“Retirement” means the Participant’s Termination as a result of the Participant’s voluntary resignation on or after the date on which the Participant has reached age 62 and has completed at least 10 years of service with the Company Group.

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THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE GLOBAL AWARD AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE GLOBAL AWARD AGREEMENT AND THE PLAN.

INGERSOLL RAND INC.	PARTICIPANT1
	ELECTRONIC SIGNATURE
By:
Title:

[Participant Name]

[Participant ID]

End Tag

¹ To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant’s signature hereof.

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GLOBAL AWARD AGREEMENT

UNDER THE

INGERSOLL RAND INC.

AMENDED AND RESTATED 2017 OMNIBUS INCENTIVE PLAN

Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Global Award Agreement (this “Award Agreement”) and the Ingersoll Rand Inc. Amended and Restated 2017 Omnibus Incentive Plan (the “Plan”), Ingersoll Rand Inc. (the “Company”) and the Participant agree as follows.  Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.

1. Grant of Restricted Stock Units.  Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant the number of Restricted Stock Units provided in the Grant Notice (with each Restricted Stock Unit representing an unfunded, unsecured right to receive one share of Common Stock) (Restricted Stock Units are referred to herein as “Awards”).  The Company may make one or more additional grants of Restricted Stock Units to the Participant under this Award Agreement by providing the Participant with a new Grant Notice, which may also include any terms and conditions differing from this Award Agreement to the extent provided therein.  The Company reserves all rights with respect to the granting of additional Restricted Stock Units hereunder and makes no implied promise to grant additional Restricted Stock Units.

2. Vesting.  Subject to the conditions contained herein and the Plan, the Restricted Stock Units shall vest and the restrictions on such Restricted Stock Units shall lapse as provided in the Grant Notice. With respect to any Restricted Stock Unit, the period of time that such Restricted Stock Unit remains subject to vesting shall be its Restricted Period.

3. Settlement of Restricted Stock Units.  The provisions of Section 9(d)(ii) of the Plan are hereby incorporated by reference and made a part hereof.

4. Company; Participant.

(a) The term “Company” as used in this Award Agreement with reference to employment shall include the Company and its Subsidiaries.

(b) Whenever the word “Participant” is used in any provision of this Award Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the Restricted Stock Units may be transferred by will or by the laws of descent and distribution, the word “Participant” shall be deemed to include such person or persons.

5. Non-Transferability. The Restricted Stock Units are not transferable by the Participant except to Permitted Transferees in accordance with applicable laws and Section 14(b) of the Plan.  Except as otherwise provided herein, no assignment or transfer of the Restricted Stock Units, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Restricted Stock Units shall terminate and become of no further effect.

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6. No Rights as Stockholder. The Participant or a Permitted Transferee of the Restricted Stock Units shall have no rights as a stockholder with respect to any share of Common Stock underlying a Restricted Stock Unit unless and until the Participant shall have become the holder of record or the beneficial owner of such Common Stock and no adjustment shall be made for dividends or distributions or other rights in respect of such share of Common Stock for which the record date is prior to the date upon which the Participant shall become the holder of record or the beneficial owner thereof.

7. Tax Withholding.

(a)           The Participant shall be required to pay to the Company an amount equal to the amount of any income, employment and/or other applicable taxes that are statutorily required to be withheld in respect of the Restricted Stock Units (the “Tax Obligation”), payable, at the Participant’s election, either (x) in cash (by check or wire transfer) or (y) if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless settlement” pursuant to which the Company is delivered (including telephonically to the extent permitted by the Company) a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise issuable upon the settlement of the Restricted Stock Units and to deliver promptly to the Company an amount equal to the Tax Obligation. Alternatively, the Company may elect, in its sole discretion, to satisfy this requirement by withholding such amount from any cash compensation or other cash amounts owing to the Participant.

(b)           Without limiting the foregoing, the Company may (but is not obligated to), in its sole discretion, permit or require the Participant to satisfy, all or any portion of the minimum income, employment and/or other applicable taxes that are statutorily required to be withheld with respect to the Restricted Stock Units by (i) the delivery of the shares of Common Stock (which are not subject to any pledge or other security interest) that have been both held by the Participant and vested for at least six (6) months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment under applicable accounting standards) having an aggregate Fair Market Value equal to such minimum statutorily required withholding liability (or portion thereof); or (ii) having the Company withhold from the shares of Common Stock otherwise issuable or deliverable to, or that would otherwise be retained by, the Participant upon the grant, vesting or settlement of the Award, as applicable, a number of shares of Common Stock with an aggregate Fair Market Value equal to an amount, subject to clause (c) below, not in excess of such minimum statutorily required withholding liability (or portion thereof).

(c)           The Company, subject to its having considered the applicable accounting impact of any such determination, has full discretion to allow the Participant to satisfy, in whole or in part, any additional income, employment and/or other applicable taxes payable by them with respect to the Restricted Stock Units by electing to have the Company withhold from the shares of Common Stock otherwise issuable or deliverable to, or that would otherwise be retained by, the Participant upon the grant, vesting or settlement of the Restricted Stock Units, as applicable, shares of Common Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding liability (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in the Participant’s relevant tax jurisdiction), in which case, the Participant may receive a refund in cash of any amount withheld that exceeds the amount remitted to the applicable tax authorities and will have no entitlement to the equivalent in shares of Common Stock or to any interest on such over-withheld amount.

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(d)           The Participant acknowledges that, regardless of any action taken by the Company, or, if different, the Service Recipient, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (the “Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Service Recipient.  The Participant further acknowledges that the Company and/or the Service Recipient (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspects of the Awards, including but not limited to, the grant, vesting or settlement of the Award, as applicable, the subsequent sale of shares of Common Stock acquired under the Plan and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Awards to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result.  Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Service Recipient may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(e)           Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Service Recipient to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Service Recipient, or their respective agents, at their discretion, to satisfy any obligations with regard to all Tax-Related Items by any of the means set forth herein.

(f)            If the obligations for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Participant is deemed to have been issued the full number of shares of Common Stock, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items.  The Company may refuse to issue or deliver the shares of Common Stock or proceeds from the sale of shares of Common Stock if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

8. Notice.  Every notice or other communication relating to this Award Agreement between the Company and the Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided that, unless and until some other address be so designated, all notices or communications by the Participant to the Company shall be mailed or delivered to the Company at its principal executive office, to the attention of the Company Secretary, and all notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed to the Participant at the Participant’s last known address, as reflected in the Company’s records.  Notwithstanding the above, all notices and communications between the Participant and any third-party plan administrator shall be mailed, delivered, transmitted or sent in accordance with the procedures established by such third-party plan administrator and communicated to the Participant from time to time.

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9. No Right to Continued Service.  This Award Agreement does not confer upon the Participant any right to continue as an employee or service provider to the Company.

10. Binding Effect.  This Award Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.

11. Waiver and Amendments.  Except as otherwise set forth in Section 13 of the Plan, any waiver, alteration, amendment or modification of any of the terms of this Award Agreement shall be valid only if made in writing and signed by the parties hereto; provided, however, that any such waiver, alteration, amendment or modification is consented to on the Company’s behalf by the Committee.  No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.

12. Restrictive Covenants; Clawback/Forfeiture.

(a)           Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees, in his capacity as an equity (and/or equity-based Award) holder in the Company, to the provisions of Appendix A to this Award Agreement (the “Restrictive Covenants”). The Restricted Stock Units granted hereunder shall be subject to Participant’s continued compliance with such restrictions.  For the avoidance of doubt, the Restrictive Covenants contained in this Award Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between the Participant and the Company or any of its Affiliates.

(b)           Notwithstanding anything to the contrary contained herein or in the Plan, if the Participant has engaged in or engages in any Detrimental Activity, then the Committee may, in its sole discretion, take actions permitted under the Plan, including: (i) cancel the Restricted Stock Units; or (ii) require that the Participant forfeit any gain realized on the vesting of the Restricted Stock Units and repay such gain to the Company. In addition, if the Participant receives any amount in excess of what the Participant should have received under the terms of this Award Agreement for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), the Participant shall be required to repay any such excess amount to the Company. Without limiting the foregoing, all Restricted Stock Units shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law.

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13. Nature of Grant. In accepting the Awards, the Participant acknowledges, understands and agrees that:

(a)           the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time;

(b)           the grant of the Awards is exceptional, voluntary and occasional and does not create any contractual or other right to receive any future awards, or benefits in lieu of awards, even if awards have been granted in the past;

(c)           all decisions with respect to future awards, if any, will be at the sole discretion of the Company;

(d)           the Participant is voluntarily participating in the Plan;

(e)           the Awards, any shares of Common Stock acquired under the Plan and the income from and value of same, are not intended to replace any pension rights or compensation;

(f)           the Awards, any shares of Common Stock acquired under the Plan and the income from and value of same, are not part of normal or expected compensation or salary for any purposes, including but not limited to calculating any severance, resignation, termination, redundancy, dismissal end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(g)           unless otherwise agreed with the Company in writing, the Awards and any shares of Common Stock acquired under the Plan, and the income from and value of same, are not granted in consideration for, or in connection with, the service the Participant may provide as an officer or director of a Subsidiary;

(h)           the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;

(i)            no claim or entitlement to compensation or damages shall arise from forfeiture of the Participant’s Awards resulting from Participant’s Termination (for any reason whatsoever and whether or not in breach of local labor laws);

(j)            for purposes of the Awards, a Termination will be deemed to have occurred as of the date the Participant is no longer providing services to the Company or any Subsidiary (regardless of the reason for such termination and whether or not later found to be invalid or in breach of labor laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any).  Unless otherwise determined by the Committee, the Participant’s right to vest in the Award will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under labor laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any).  The Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Awards (including whether the Participant may still be considered to be providing services while on a leave of absence); and

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(k)           neither the Company, the Service Recipient nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Awards or any amounts due to the Participant pursuant to the settlement of the Awards or subsequent sale of shares of Common Stock acquired under the Plan.

14. Data Privacy Provisions Applicable to Participants Outside the United Kingdom, European Union & European Economic Area.

(a)  The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Award Agreement and any other Restricted Stock Unit grant materials by and among, as applicable, the Service Recipient, the Company and any Affiliate for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

(b)  The Participant understands that the Company and the Service Recipient may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, email address and telephone number, date of birth, passport number, social insurance number or other identification number (e.g., resident registration number), salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to shares of Common Stock awarded, purchased, canceled, vested, unvested or outstanding in the Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).

(c)  The Participant understands that Data may be transferred to Fidelity Stock Plan Services, LLC, an independent service provider (“Service Provider”), or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the  country.

(d) The Participant understands that he or she may request a list with the names and addresses of any potential recipients of Data by contacting his or her local human resources representative. The Participant authorizes the Company, Service Provider and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan.

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(e)   The Participant understands that he or she may, at any time, view Data, request information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke his or her consent, the Participant’s employment status or service with the Service Recipient will not be affected; the only consequence of refusing or withdrawing consent is that the Company would not be able to grant the Restricted Stock Units or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing his or her consent may affect his or her ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative.

15.  Data Privacy Notification for Participants in the United Kingdom, European Union & the European Economic Area.  This section 15 does not form part of Participant’s contractual terms: it is an explanatory notice only.

(a)  The Company, its Subsidiaries and Affiliates will collect, use and transfer, as described in this Award Agreement, the Participant’s personal information for implementing, administering and managing the  Participant’s participation in the Plan. The lawful bases relied on under data protection laws to do this are: to perform the contract in place with the Participant, and the legitimate interests of the Company to develop its business.

(b)  The Company and the Service Recipient hold personal information about the Participant, including but not limited to the Participant’s name, home address and telephone number, email address, date of birth, national insurance number, passport number or similar identification details, salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all entitlement to shares of Common Stock awarded, cancelled, exercised, vested, unvested or outstanding in the Participant’s favor (“Personal Data”). This information needs to be held to implement, administer and manage the Participant’s participation in the Plan.

(c)  The Participant’s Personal Data will be kept secure and will only be retained for as long as necessary to implement, administer and manage the Participant’s participation in the Plan. If the Participant does not provide us with the Personal Data we need, then we will not be able to administer the Participant’s Restricted Stock Units or the Participant’s participation in the Plan.

(d)  The Participant may, at any time and without cost, contact Data.Privacy@gardnerdenver.com to enforce the Participant’s rights under the data protection laws in the Participant’s country, which may include the right to: (i) request access or copies of Personal Data subject to processing; (ii) request rectification of incorrect Personal Data; (iii) request deletion of Personal Data; (iv) request restriction on processing of Personal Data; (v) request portability of Personal Data; (vi) lodge complaints with competent authorities in the Participant’s country; and/or (vii) request a list with the names and addresses of any potential recipients of the Participant’s Personal Data.

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(e)   The Company will need to transfer the Participant’s Personal Data to Service Provider, which is located in the United States, and other third parties selected by the Company, which are assisting with the implementation, administration and management of the Plan. These other third parties are likely to be  brokers and the organizations with whom the Participant chooses to deposit any shares of Common Stock acquired upon settlement of the Restricted Stock Units.

(f)   These recipients, which may receive, use, retain and transfer the Participant’s Personal Data, may be located outside the United Kingdom and the European Economic Area (e.g., the United States), and may have different data privacy laws and protections than the Participant’s country. When transferring the Participant’s Personal Data to these recipients, the Company ensures that each transfer takes place in accordance with data protection law, and that it provides appropriate safeguards for the Participant’s Personal Data wherever possible. The Participant can request a copy of the approach and safeguards used for each specific transfer of the Participant’s data by contacting Data.Privacy@gardnerdenver.com.

16. Country-Specific Provisions. Notwithstanding any provisions in this Award Agreement, the Awards shall be subject to any additional terms and conditions set forth in the Addendum for the Participant’s country.  If the Participant relocates to one of the countries included in the Addendum, the terms and conditions for such country will apply to the Participant to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.

17. Language. By electing to accept this Award Agreement, the Participant acknowledges that he or she is sufficiently proficient in English, or has consulted with an advisor who is sufficiently proficient in English so as to allow the Participant, to understand the terms and conditions of this Award Agreement. If the Participant has received this Award Agreement or any other documentation related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

18. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Awards and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is  necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

19. Insider Trading/Market-Abuse Laws. The Participant may be subject to insider trading restrictions and/or market abuse laws based on the exchange on which the shares of Common Stock are listed and in applicable jurisdictions, including the Participant’s country and the designated broker’s country, which may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of the shares of Common Stock, rights to the shares of Common Stock (i.e., Restricted Stock Units) or rights linked to the value of the shares of Common Stock under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions).  Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before possessing inside information.  Furthermore, the Participant may be prohibited from (i) disclosing inside information to any third party, including fellow employees  and (ii) “tipping” third parties or causing them to otherwise buy or sell securities.  Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant acknowledges that it is the Participant’s responsibility to comply with any applicable restrictions and the Participant should speak with the Participant’s personal advisor on this matter.

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20. Foreign Asset/Account Reporting Requirements and Exchange Controls. The Participant acknowledges that the Participant’s country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect the Participant’s ability to acquire or hold shares of Common Stock acquired under the Plan or cash received from participating in the Plan in a brokerage or bank account outside the Participant’s country.  The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in the Participant’s country.  The Participant also may be required to repatriate sale proceeds or other funds received as a result of the Participant’s participation in the Plan to the Participant’s country through a designated bank or broker within a certain time after receipt.  The Participant acknowledges that it is the Participant’s responsibility to be compliant with such regulations, and the Participant should consult the Participant’s personal legal advisor for any details.

21. Severability. The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

22. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan or Participant’s acquisition or sale of shares of Common Stock. The Participant understands and agrees that the Participant should consult with his or her own personal legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.

23. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means.  The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.  Further, the parties hereto shall be entitled to rely on delivery of a facsimile or other electronic copy of this Award Agreement, and delivery by either party of such facsimile or electronic copy shall be legally effective to create a valid and binding agreement between the parties in accordance with the terms hereof.

24. Governing Law and Venue. This Award Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof.  Notwithstanding anything contained in this Award Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Award Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware.

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25. Plan. The terms and provisions of the Plan are incorporated herein by reference.  In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Award Agreement (including the Grant Notice), the Plan shall govern and control.

26. Section 409A. It is intended that the Restricted Stock Units granted hereunder shall be exempt from Section 409A of the Code pursuant to the “short-term deferral” rule applicable to such section, as set forth in the regulations or other guidance published by the Internal Revenue Service thereunder.

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Appendix A

Restrictive Covenants

1. Non-Competition; Non-Solicitation; Non-Disparagement.

(a)           Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows:

(i)          During Participant’s employment with the Company or its Subsidiaries (the “Employment Term”) and for a period of one year following the date Participant ceases to be employed by the Company or its Subsidiaries (the “Restricted Period”), Participant will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company during the one-year period preceding Participant’s termination of employment.

(ii)         During the Restricted Period, Participant will not directly or indirectly:

(A)          engage in the Business in any geographical area where the Restricted Group engages in the Business;

(B)          enter the employ of, or render any services to any Person engaged in the Business, except where such employment or services do not relate in any manner to the Business;

(C)          acquire a financial interest in, or otherwise become actively involved with, any Person engaged in the Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or

(D)          intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.

(iii)        Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person.

(iv)        During the Employment Term and for a period of one year from the date Participant ceases to be employed by the Company or its Subsidiaries, Participant will not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:

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(A)          solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group;

(B)          hire any employee who was employed by the Restricted Group as of the date of Participant’s termination of employment with the Company or who left the employment of the Restricted Group coincident with, or within one year prior to or after, the termination of Participant’s employment with the Company; or

(C)          encourage any consultant or independent contractor of the Restricted Group to cease working with the Restricted Group.

(v)         For purposes of this Appendix A:

(A)          “Business” shall mean the business of the design, manufacture, distribution and marketing of air and gas compressors, blowers, pumps and fluid transfer systems and related activities, and any other business activity in which the Company and its subsidiaries may, after the date of this Agreement, become engaged, or take substantial steps to engage.

(B)          “Restricted Group” shall mean, collectively, the Company and its Subsidiaries and, to the extent engaged in the Business, their respective Affiliates.

(b)           Non-Disparagement. Participant will not at any time (whether during or after Participant’s Employment Term) make public statements or public comments intended to be (or having the effect of being) of defamatory or disparaging nature regarding (including any statements or comments likely to be harmful to the business, business reputation or personal reputation of) the Company or any of its Subsidiaries or Affiliates or any of their respective businesses, shareholders, members, partners, employees, agents, officers, directors or contractors (it being understood that comments made in Participant’s good faith performance of his duties hereunder shall not be deemed disparaging or defamatory for purposes of this paragraph); provided that the Participant shall be permitted to make truthful disclosures that are required by applicable law, regulations or order of a court or government agency.

(c)           It is expressly understood and agreed that although Participant and the Company consider the restrictions contained in this Section 1 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Appendix A is an unenforceable restriction against Participant, the provisions of this Appendix A shall not be rendered void but shall be deemed amended to apply as to such maximum time and terri-tory and to such maximum extent as such court may judicially determine or indicate to be enforceable.  Alternatively, if any court of competent jurisdiction finds that any restric-tion contained in this Appendix A is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

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(d)           The period of time during which the provisions of Section 1(a) shall be in effect shall be extended by the length of time during which Participant is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

(e)           The provisions of Section 1 hereof shall survive the termination of Participant’s employment for any reason, including but not limited to, any termination other than for Cause (except as otherwise set forth in Section 1 hereof).

(f)           The provisions of Section 1(a)(i), (ii), (iii) and (iv)(B) hereof shall not apply if Participant’s principal place of employment is in the state of California.

2. Confidentiality; Intellectual Property.

(a)           Confidentiality.

(i)          Participant will not at any time (whether during or after Participant’s Employment Term) (x) retain or use for the benefit, purposes or account of Participant or any other Person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company (other than its professional advisors who are bound by confidentiality obligations or otherwise in performance of Participant’s duties under Participant’s employment and pursuant to customary industry practice), any non-public, proprietary or confidential information—including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals—concerning the past, current or future business, activities and operations of the Company, its Subsidiaries or Affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (“Confidential Information”) without the prior written authorization of the Board.

(ii)         “Confidential Information” shall not include any information that is (a) generally known to the industry or the public other than as a result of Participant’s breach of this covenant; (b) made legitimately available to Participant by a third party without breach of any confidentiality obligation of which Participant has knowledge; or (c) required by law to be disclosed; provided that with respect to subsection (c) Participant shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment.

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(iii)        Except as required by law, Participant will not disclose to anyone, other than Participant’s family (it being understood that, in this Agreement, the term “family” refers to Participant, Participant’s spouse, children, parents and spouse’s parents) and advisors, the existence or contents of this Agreement; provided that Participant may disclose to any prospective future employer the provisions of this Appendix A.  This Section 2(a)(iii) shall terminate if the Company publicly discloses a copy of this Agreement (or, if the Company publicly discloses summaries or excerpts of this Agreement) to the extent so disclosed.

(iv)        Upon termination of Participant’s employment with the Company for any reason, Participant shall (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company, its Subsidiaries or Affiliates and (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Participant’s possession or control (including any of the foregoing stored or located in Participant’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information, except that Participant may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information.

(b)           Intellectual Property.

(i)          If Participant has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with third parties, prior to Participant’s employment by the Company, that are relevant to or implicated by such employment (“Prior Works”), Participant hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company’s current and future business.

(ii)         If Participant creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during Participant’s employment by the Company and within the scope of such employment and with the use of any Company resources (“Company Works”), Participant shall promptly and fully disclose same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.

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(iii)        Participant shall take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works.  If the Company is unable for any other reason, after reasonable attempt, to secure Participant’s signature on any document for this purpose, then Participant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Participant’s agent and attorney in fact, to act for and in Participant’s behalf and stead to execute any documents and to do all other lawfully permitted acts required in connection with the foregoing.

(iv)        Participant shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party.  Participant shall comply with all relevant policies and guidelines of the Company that are from time to time previously disclosed to Participant, including regarding the protection of Confidential Information and intellectual property and potential conflicts of interest.  Participant acknowledges that the Company may amend any such policies and guidelines from time to time, and that Participant remains at all times bound by their most current version from time to time previously disclosed to Participant.

(v)         The provisions of Section 2 hereof shall survive the termination of Participant’s employment for any reason (except as otherwise set forth in Section 2(a)(iii) hereof).

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ADDENDUM

COUNTRY-SPECIFIC PROVISIONS

Terms and Conditions

This Addendum includes additional terms and conditions that govern the Awards granted to the Participant under the Plan if the Participant works and/or resides in one of the countries listed below.  Capitalized terms used but not defined in this Addendum have the meanings set forth in the Plan and/or the Award Agreement.

If the Participant is a citizen or resident of a country other than the one in which the Participant is currently working and/or residing, is considered a resident of another country for local law purposes or transfers employment and/or residency between countries after the Date of Grant, the Company shall, in its sole discretion, determine to what extent the terms and conditions contained herein apply to the Participant under these circumstances.

Notifications

This Addendum also includes information regarding securities laws, exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan.  The information is based on the securities, exchange control and other laws in effect in the respective countries as of March 2020.  Such laws are often complex and change frequently.  As a result, the Company strongly recommends that the Participant not rely on the information noted herein as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time the Restricted Stock Units vest or the shares of Common Stock acquired under the Plan are sold.

In addition, the information is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of any particular result.  Accordingly, the Participant should seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to his or her situation.

Finally, if the Participant is a citizen or resident of a country other than the one in which the  Participant is currently working and/or residing, is considered a resident of another country for local law purposes or transfers employment and/or residency between countries after the Date of Grant, the information contained herein may not be applicable in the same manner to the Participant.

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Australia

Terms and Conditions

Australia Offer Document.  The Restricted Stock Units are intended to comply with the provisions of the Corporations Act 2001, Australia Securities and Investment Commission (“ASIC”) Regulatory Guide 49 and ASIC Class Order CO 14/1000.  Additional details are set forth in the Offer Document, which has been included as Exhibit A to this Addendum.

Notifications

Tax Information.  Subdivision 83A-C of the Income Tax Assessment Act 1997 applies to the Awards granted in accordance with the terms and conditions of the Grant Notice, the Plan and this Award Agreement (subject to the requirements of the Income Tax Assessment Act 1997).

Exchange Control Information.  Exchange control reporting is required for cash transactions exceeding AUD 10,000 and international fund transfers.  If an Australian bank is assisting the Participant with the transaction, the bank will file the report on the Participant’s behalf.  If there is no Australian bank involved in the transfer, the Participant will be required to file the report.

Belgium

Notifications

Foreign Asset/Account Reporting Information.Belgian residents are required to report any securities (e.g., shares of Common Stock acquired under the Plan) or bank accounts (including any brokerage accounts) held outside Belgium on their annual tax return. In a separate report, Belgian residents are required to provide the National Bank of Belgium with the account details of any such foreign accounts (including the account number, bank name and country in which such account was opened).  This report, as well as additional information on how to complete it, can be found on the website of the National Bank of Belgium, www.nbb.be.

Stock Exchange Tax.A stock exchange tax applies to transactions executed by a Belgian resident through a financial intermediary, such as a bank or broker. If the transaction is conducted through a Belgian financial intermediary, it may withhold the stock exchange tax, but if the transaction is conducted through a non-Belgian financial intermediary, the Belgian resident may need to report and pay the stock exchange tax directly. The stock exchange tax likely will apply when shares of Common Stock acquired under the Plan are sold. Belgian residents should consult with a personal tax or financial advisor for additional details on their obligations with respect to the stock exchange tax.

Brazil

Terms and Conditions

Compliance with the Law.  In accepting the Awards, the Participant acknowledges his or her agreement to comply with applicable Brazilian laws and to pay any and all applicable Tax-Related Items associated with the vesting of the Restricted Stock Units, the sale of shares of Common Stock acquired under the Plan or the receipt of dividends.

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Labor Law Acknowledgement.  In accepting the Awards, the Participant agrees that he or she is (i) making an investment decision, (ii) the Participant will be entitled to receive shares of Common Stock pursuant to the Restricted Stock Units only if the vesting conditions are met, and (iii) the value of the underlying shares of Common Stock is not fixed and may increase or decrease in value without compensation to the Participant.

Notifications

Exchange Control Information.  If the Participant is a resident or domiciled in Brazil, he or she will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than USD 100,000.  The assets and rights that must be reported include shares of Common Stock.

Canada

Terms and Conditions

Form of Restricted Stock Unit Settlement.  The following provision supplements Section 3 of the Award Agreement:

Notwithstanding any discretion in Section 9 of the Plan, the Restricted Stock Units will be settled only in shares of Common Stock.

Nature of Grant.The following provision supplements Section 13(j) of the Award Agreement:

Except as otherwise provided in the Grant Notice, the Participant will not earn, or be entitled to earn, any pro-rated vesting for that portion of time before the date on which the Participant’s right to vest terminates, nor will the Participant be entitled to any compensation for lost vesting. Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Participant’s right to vest in the Options under the Plan, if any, will terminate effective as of the last day of the Participant’s minimum statutory notice period, but the Participant will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of the Participant’s statutory notice period, nor will the Participant be entitled to any compensation for lost vesting.

The following provisions will apply if the Participant is a resident of Québec:

English Language Provision.  The parties acknowledge that it is their express wish that the present Award Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de la présente convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.

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Data Privacy.  This provision supplements Section 14 of the Award Agreement:

The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan.  The Participant further authorizes the Company, any related company and the administrator of the Plan to disclose and discuss the Plan with their advisors.  The Participant further authorizes the Company and any related company to record such information and to keep such information in the Participant’s employee file.

Notifications

Securities Law Information.  The Participant may not be permitted to sell within Canada the shares of Common Stock acquired under the Plan.  The Participant may only be permitted to sell shares of Common Stock acquired under the Plan through the designated broker appointed under the Plan, if any (or any other broker acceptable to the Company), provided the resale of shares of Common Stock acquired under the Plan takes place outside Canada through the facilities of a stock exchange on which the shares of Common Stock are listed.

Foreign Asset/Account Reporting Information.  Specified foreign property including shares of Common Stock and rights to shares of Common Stock (e.g., Restricted Stock Units) held by a Canadian resident employee must generally be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of his or her specified foreign property exceeds CAD 100,000 at any time during the year.  If applicable, Form T1135 is due by April 30th of the following year.  Restricted Stock Units must be reported - generally at nil cost - if the CAD 100,000 cost threshold is exceeded because the Participant holds other specified foreign property. When shares of Common Stock are acquired, their cost generally is the adjusted cost base (“ACB”) of the shares of Common Stock.  The ACB would ordinarily equal the fair market value of the shares of Common Stock at the time of the acquisition, but if the Participant owns other shares of Common Stock, this ACB may have to be averaged with the ACB of the other shares of Common Stock.  The Participant should consult with a personal advisor to ensure that the Participant complies with the applicable requirements.

China

The following Terms and Conditions apply to Participants that are subject to the exchange control restrictions and regulations in the People’s Republic of China (“China”), including the requirements imposed by the State Administration of Foreign Exchange (“SAFE”), as determined by the Company in its sole discretion.

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Terms and Conditions

Satisfaction of Regulatory Obligations.  The settlement of the Awards upon vesting is conditioned upon the Company securing and maintaining all necessary approvals from SAFE and any other applicable government entities in China to permit the operation of the Plan in China, as determined by the Company it its sole discretion.  If or to the extent the Company is unable to complete the registration or maintain the registration, no shares of Common Stock shall be issued under the Plan.  In this case, the Company retains the discretion to settle any Awards in cash paid through local payroll in an amount equal to the Fair Market Value of the Shares subject to the Awards less any Tax-Related Items.

Sale Requirement.To facilitate compliance with any applicable laws or regulations in China, the Participant agrees and acknowledges that the Company (or a brokerage firm instructed by the Company, if applicable) reserves the right to require the immediate sale of any shares of Common Stock issued to the Participant at vesting/settlement of the Restricted Stock Units.  The Participant understands and agrees that any such immediate sale of shares of Common Stock will occur as soon as is practical following vesting of the Restricted Stock Units.  Alternatively, if the shares of Common Stock are not immediately sold, the Company will require the sale of any shares of Common Stock the Participant may then hold within six months (or such other period as may be required under applicable legal or exchange control requirements) following the Participant’s Termination.

The Participant agrees that the Company is authorized to instruct its designated broker to assist with the sale of the shares of Common Stock on the Participant’s behalf pursuant to this authorization, and the Participant expressly authorizes the designated broker to complete the sale of such shares of Common Stock.  The Participant also agrees to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the designated broker) to effectuate the sale of the shares of Common Stock (including, without limitation, as to the transfers of the proceeds and other exchange control matters noted below) and to otherwise cooperate with the Company with respect to such matters, provided that he or she shall not be permitted to exercise any influence over how, when or whether the sales occur.  Upon the sale of the shares of Common Stock, the Participant will receive the cash proceeds from the sale, less any applicable Tax-Related Items, brokerage fees or commissions, in accordance with applicable exchange control laws and regulations.

The Participant acknowledges that the designated broker is under no obligation to arrange for the sale of the shares of Common Stock at any particular price.  Due to fluctuations in the share price and/or applicable exchange rates between the settlement date and (if later) the date on which the shares of Common Stock are sold, the amount of proceeds ultimately distributed to the Participant may be more or less than the market value of the shares of Common Stock upon vesting (which is the amount relevant to determining the Participant’s  liability for Tax-Related Items).  The Participant understands and agrees that the Company is not responsible for the amount of any loss that the Participant may incur and that the Company assumes no liability for any fluctuations in the share price and/or any applicable exchange rate.

Designated Broker Account. If shares of Common Stock issued upon the vesting/settlement of the Restricted Stock Units are not immediately sold, the Participant acknowledges that the Participant is required to maintain the shares of Common Stock in an account as may be selected by the Company until the shares of Common Stock are sold through the designated broker (as further detailed below).

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Exchange Control Restrictions.  The Participant understands and agrees that, pursuant to local exchange control requirements, he or she will be required to immediately repatriate the cash proceeds from the sale of shares of Common Stock and any cash dividends paid on such shares of Common Stock to China.  The Participant further understands that, under local law, such repatriation of cash proceeds may need to be effectuated through a special exchange control account established by the Company, the Service Recipient or any other Subsidiary, and the Participant hereby consents and agrees that any proceeds from the sale of shares of Common Stock or any cash dividends paid on such Shares may be transferred to such special account prior to being delivered to the Participant.

The proceeds may be paid to the Participant in U.S. dollars or local currency at the Company’s discretion.  In the event the proceeds are paid to the Participant in U.S. dollars, he or she understands that he or she will be required to set up a U.S. dollar bank account in China and provide the bank account details to the Service Recipient and/or the Company so that the proceeds may be deposited into this account.  If the proceeds are paid to the Participant in local currency, the Company is under no obligation to secure any particular exchange conversion rate and/or conversion date and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions.  The Participant agrees to bear any currency fluctuation risk between the time the shares of Common Stock are sold or dividends are received and the time the proceeds are distributed through any such special exchange account.  The Participant further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.

Notifications

Exchange Control Information.  The Participant may be required to report to SAFE all details of the Participant’s foreign financial assets and liabilities, as well as details of any economic transactions conducted with non-PRC residents.

Czech Republic

Notifications

Exchange Control Information.  The Czech National Bank may require the Participant to fulfill certain notification duties in relation to the shares of Common Stock acquired or any dividends paid on such shares, and the opening and maintenance of a foreign account. However, because exchange control regulations change frequently and without notice, the Participant should consult his or her personal legal advisor prior to the vesting to ensure compliance with current regulations.  The Participant is solely responsible for ensuring compliance with exchange control laws in the Czech Republic.

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Denmark

Notifications

Foreign Asset/Account Reporting Information.  If the Participant establishes an account holding shares or cash outside of Denmark, the Participant must report the account to the Danish Tax Administration.  The form which should be used to make the report can be obtained from a local bank.

Finland

No country-specific provisions apply.

France

Terms and Conditions

Restricted Stock Units Not Tax-Qualified.  The Restricted Stock Units granted under this Award Agreement are not intended to qualify for special tax and social security treatment pursuant to Sections L. 225-197-1 to L 225-197-6 of the French Commercial Code, as amended.

Language Consent.  By accepting the Restricted Stock Units, the Participant confirms having read and understood the Plan and the Award Agreement, including all terms and conditions included therein, which were provided in the English language. The Participant accepts the terms of these documents accordingly.

En acceptant ces “Restricted Stock Units”, le Participant confirme avoir lu et compris le Plan et Accord de, incluant tous leurs termes et conditions, qui ont été transmis en langue anglaise. Le Participant accepte les dispositions de ces documents en connaissance de cause.

Foreign Asset/Account Reporting Information.  French residents holding cash or securities (including shares of Common Stock) outside of France or maintaining a foreign bank or brokerage accounts (including accounts opened or closed during the tax year) must declare such assets and accounts to the French tax authorities when filing an annual tax return. Failure to comply could trigger significant penalties.

Germany

Notifications

Exchange Control Information.  Cross-border payments in excess of EUR 12,500 must be reported monthly to the German Federal Bank.  If the Participant receives a payment in excess of this amount, the Participant is responsible for electronically reporting to the German Federal Bank by the fifth day of the month following the month in which the payment occurs.  The form of report (Allgemeines Meldeportal Statistik) can be accessed via the German Federal Bank’s website (www.bundesbank.de) and is available in both German and English.

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Foreign Asset/Account Reporting Information.   If the Participant’s acquisition of shares of Common Stock acquired under the Plan leads to a so-called qualified participation at any point during the calendar year, the Participant may need to report the acquisition when the Participant files his or her tax return for the relevant year.  A qualified participation is attained if (i) the Participant owns 1% or more of the Company and the value of the shares of Common Stock acquired exceeds EUR 150,000 or (ii) the Participant holds shares of Common Stock exceeding 10% of the Company’s total Common Stock.

Greece

No country-specific terms apply.

India

Notifications

Exchange Control Information.  The Participant understands that he or she must repatriate any proceeds from the sale of shares of Common Stock acquired under the Plan and any cash dividends to India and convert the proceeds into local currency within a reasonable time after receipt (i.e., 90 days from the sale of shares of Common Stock and 180 days from receipt of dividends, or within such time as prescribed under applicable Indian exchange control laws as may be amended from time to time).  The Participant will receive a foreign inward remittance certificate (“FIRC”) from the bank where the Participant deposits the foreign currency.  The Participant should retain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Service Recipient requests proof of repatriation.  It is the Participant’s responsibility to comply with applicable exchange control laws in India.

Foreign Asset/Account Reporting Information.  The Participant is required to declare foreign bank accounts and any foreign financial assets (including shares of Common Stock acquired under the Plan) in the Participant’s annual tax return.  It is the Participant’s responsibility to comply with this reporting obligation and the Participant should confer with the Participant’s personal tax advisor in this regard.

Ireland

Notifications

Director Notification Information.  If the Participant is a director, shadow director or secretary of an Irish Subsidiary and has a 1% or more shareholding interested in the Company, he or she must notify the Irish Subsidiary in writing upon receiving or disposing of an interest in the Company (e.g., Restricted Stock Units, shares of Common Stock) or upon becoming aware of the event giving rise to the notification requirement, or upon becoming a director, shadow director or secretary if such an interest exists at that time. This notification requirement also applies with respect to the interests of a spouse or minor child (whose interests will be attributed to the director, shadow director or secretary).

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Italy

Terms and Conditions

Plan Document Acknowledgement.In accepting the Awards, the Participant acknowledges that he or she has received a copy of the Plan, the Grant Notice and this Award Agreement and has reviewed the Plan, the Grant Notice and this Award Agreement, in their entirety and fully understands and accepts all provisions of the Plan, the Grant Notice and this Award Agreement.

The Participant further acknowledges that he or she has read and specifically and expressly approves the Grant Notice and the following sections of this Award Agreement: Section 1; Section 7; Section 11; Section 13; Section 15; Section 16; Section 17; Section 18; and Section 24.

Notifications

Foreign Asset/Account Reporting Information.If the Participant is an Italian resident and holds investments or financial assets outside of Italy (e.g., cash, shares of Common Stock) during any fiscal year which may generate income taxable in Italy, the Participant is required to report such investments or assets on his or her annual tax return for such fiscal year (on UNICO Form, RW Schedule, or on a special form if the Participant is not required to file a tax return).  These reporting obligations will also apply to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions.  The Participant should consult his or her personal advisor to ensure compliance with applicable reporting obligations.

Foreign Asset Tax.The value of financial assets held outside of Italy by individual residents of Italy is subject to a foreign asset tax.  The taxable amount will be the fair market value of the financial assets (e.g., shares of Common Stock) assessed at the end of the calendar year. The value of the financial assets held abroad must be reported in Form RM of the annual tax return.  The Participant should consult his or her personal tax advisor for additional information about the foreign financial assets tax.

Japan

Notifications

Exchange Control Information.  If the Participant acquires shares of Common Stock valued at more than  JPY 100 million in a single transaction, the Participant must file a Securities Acquisition Report with the Ministry of Finance through the Bank of Japan within 20 days of the acquisition of such shares of Common Stock.

Foreign Asset/Account Reporting Information.Details of any assets held outside of Japan (including shares of Common Stock acquired under the Plan) must be reported to the tax authorities on an annual basis as of December 31, to the extent such assets have a total net fair market value exceeding JPY 50,000,000. Such report is due by March 15 each year.  The Participant should consult with his or her personal tax advisor to determine if the reporting obligation applies to the Participant and whether the Participant will be required to include details of the Participant’s outstanding Restricted Stock Units, as well as shares of Common Stock, in the report.

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Netherlands

No country-specific terms apply.

Poland

Notifications

Foreign Asset/Account Reporting Information.Polish residents holding foreign securities (e.g., shares of Common Stock) and/or maintaining accounts abroad must report information to the National Bank of Poland on transactions and balances of the securities and cash deposited into such accounts if the value of such securities and cash (when combined with all other assets possessed abroad) exceeds PLN 7 million.  If required, the reports must be filed on a quarterly basis on special forms that are available on the website of the National Bank of Poland. Polish residents should consult with their personal tax advisor to determine their personal reporting obligations.

Exchange Control Information.  If a Polish resident transfers funds in excess of  EUR 15,000 (or PLN 15,000 if such transfer of funds is connected with the business activity of an entrepreneur) into Poland, the funds must be transferred via a Polish bank account or financial institution.  Polish residents are required to retain the documents connected with a foreign exchange transaction for a period of five years, as measured from the end of the year in which such transaction occurred.

Singapore

Terms and Conditions

Sale Restriction.  Shares of Common Stock acquired under the Plan may not be sold or otherwise offered for sale in Singapore prior to the six-month anniversary of the Date of Grant, unless such sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”) or pursuant to, and in accordance with the conditions of, any other applicable provision(s) of the SFA.

Notifications

Securities Law Information.  The grant of the Awards is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the SFA and is not made with a view to the shares of Common Stock acquired under the Plan being subsequently offered for sale to any other party.  The Plan has not been, and will  not be, lodged or registered as a prospectus with the Monetary Authority of Singapore.

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Chief Executive Officer and Director Notification Requirement.  Directors and the Chief Executive Officer (“CEO”) of a Singapore Subsidiary are subject to certain notification requirements under the Singapore Companies Act.  Directors and the CEO must notify the Singapore Subsidiary in writing of an interest (e.g., Restricted Stock Units, shares of Common Stock, etc.) in the Company or any related companies within two business days of (i) its acquisition or disposal, (ii) any change in a previously disclosed interest (e.g., when the shares of Common Stock are sold), or (iii) becoming a director / CEO.

South Africa

Terms and Conditions

Securities Law Information.  In compliance with South African securities laws, the Participant acknowledges that the documents listed below are available for the Participant’s review at the address listed below:

(a) the Company’s most recent annual financial statements: https://investors.irco.com/home/default.aspx

(b) the Company’s most recent Plan prospectus, which is available by logging into Ingersoll Rand Inc.’s equity plan portal at: NetBenefits.com;

The Participant acknowledges that he or she may have a copy of the above documents sent to the Participant, without fee, on written request to Ingersoll Rand Inc., ATTN: Andrew Schiesl, General Counsel, 800-A Beaty Street, Davidson, NC 28036, USA.

Responsibility for Taxes.  The following provision supplements Section 7 of the Award Agreement:

By accepting the Award, the Participant agrees that, immediately upon the vesting of the Restricted Stock Units, the Participant will notify the Service Recipient of the amount of any gain realized.  If the Participant fails to advise the Service Recipient of the gain realized upon the taxable event, the Participant may be liable for a fine.  The Participant will be solely responsible for paying any difference between the actual tax liability and the amount withheld.

Notifications

Exchange Control Information.  To participate in the Plan, the Participant must comply with exchange control regulations and rulings in South Africa.  Because the exchange control regulations are subject to change, the Participant  should consult his or her personal legal advisor prior to vesting in Restricted Stock Units to ensure compliance with applicable exchange control regulations.  The Participant is responsible for ensuring compliance with all exchange control laws in South Africa.

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South Korea

Notifications

Foreign Asset/Account Reporting Information.  If the Participant is a Korean resident, the Participant must declare all of his or her foreign financial accounts (e.g., non-Korean bank accounts, brokerage accounts, etc.) to the Korean tax authority and file a report with respect to such accounts if the value of such accounts exceeds KRW 500 million (or an equivalent amount in foreign currency).  The Participant should consult with his or her personal tax advisor to determine the Participant’s personal reporting obligations.

Spain

Terms and Conditions

Labor Law Acknowledgement.  In accepting the Awards, the Participant consents to participation in the Plan and acknowledges that the Participant has received a copy of the Plan.

The Participant understands that the Company has unilaterally, gratuitously and in its own discretion decided to grant Awards under the Plan to certain individuals who may be employees of the Company or a Subsidiary throughout the world.  The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or a Subsidiary, other than as set forth in this Award Agreement.  Consequently, the Participant understands that the Awards are granted on the assumption and condition that the Awards and any shares of Common Stock  acquired upon the vesting of the Restricted Stock Units are not a part of any employment contract (either with the Company or a Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation), or any other right whatsoever.  Further, the Participant understands that the Awards would not be granted to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken, or should any of the conditions not be met for any reason, any grant of or right to the Awards shall be null and void.

The Participant understands and agrees that, as a condition of the grant of the Awards, in the event of the Participant’s Termination for any reason other than the Participant’s death, Disability, Qualifying Termination or Approved Retirement as provided in the Grant Notice (including the reasons listed below) will automatically result in the loss of the Awards to the extent the Awards have not vested as of the date of the Participant’s Termination.  This will be the case, for example, even if (i) the Participant is considered to be unfairly dismissed without good cause (i.e., subject to a “despido improcedente”); (ii) the Participant is dismissed for disciplinary or objective reasons or due to a collective dismissal; (iii) the Participant terminates service due to a change of work location, duties or any other employment or contractual condition; (iv) the Participant terminates service due to a unilateral breach of the Participant’s contract by the Company or a Subsidiary; or (v) the Participant’s employment terminates for any other reason whatsoever.  Consequently, upon the Participant’s Termination for any of the above reasons, he or she may automatically lose any rights to the Awards that were not vested on the date of his or her Termination, as described in the Plan, the Grant Notice and this Award Agreement.

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Notifications

Exchange Control Information. To participate in the Plan, the Participant must declare the acquisition and sale of shares of Common Stock to the Dirección General de Comercio e Inversiones (“DGCI”) for statistical purposes.  The Participant also must declare the ownership of any shares of Common Stock with the DGCI each January while the shares of Common Stock are owned, unless the amount of shares of Common Stock acquired or sold exceeds the applicable threshold (currently EUR 1,502,530), or the Participant holds 10% or more of the share capital of the Company or other such amount that would entitle the Participant to join the Board, in which case the filing is due within one month after the sale.

In addition, the Participant may be required to electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign instruments (including shares of Common Stock acquired under the Plan), and any transactions with non-Spanish residents (including any payments for shares of Common Stock made pursuant to the Plan), depending on the balances in such accounts together with the value of such instruments as of December 31 of the relevant year, or the volume of transactions with non-Spanish residents during the relevant year.

Securities Law Information. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the grant of the Award.  This Award Agreement has not been nor will it be registered with the Comisión Nacional del Mercado de Valores, and does not constitute a public offering prospectus.

Foreign Asset/Account Reporting Information.   To the extent that the Participant holds assets (e.g., cash or shares of Common Stock held in a bank or brokerage account) outside of Spain with a value in excess of EUR 50,000 per type of right or asset as of December 31 each year (or at any time during the year in which Participant sells or disposes of such asset), the Participant is required to report information on such assets on his or her tax return for such year.  After such assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported assets increases by more than EUR 20,000.  The Participant should consult with his or her personal tax advisor to ensure compliance with applicable reporting requirements.

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Sweden

Term and Conditions

Responsibility for Taxes.  The following provision supplements Section 7 of the Award Agreement:

Without limiting the Company’s and the Service Recipient’s authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 7 of the Award Agreement, in accepting the Restricted Stock Units, the Participant authorizes the Company and/or the Service Recipient to sell or withhold shares of Common Stock otherwise deliverable to the Participant upon vesting to satisfy Tax-Related Items, regardless of whether the Company and/or the Service Recipient have an obligation to withhold such Tax-Related Items.

Switzerland

Notifications

Securities Law Information.Neither this document nor any other materials relating to the Restricted Stock Units (i) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”), (ii) may be publicly distributed or otherwise made available in Switzerland to any person other than an employee of the Company, or (iii) has been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 of FinSA or any Swiss regulatory authority, including the Swiss Financial Market Supervisory Authority (FINMA).

United Arab Emirates

Notifications

Securities Law Information.The Awards granted under the Plan are being offered only to eligible employees of the Company, its Subsidiaries or the Service Recipient and is in the nature of providing equity incentives to eligible employees of the Company, its Subsidiaries or the Service Recipient.  Any documents related to the Awards, including the Plan, this Award Agreement and any other grant documents (“Award Documents”), are intended for distribution only to such eligible employees and must not be delivered to, or relied on by, any other person.

The United Arab Emirates securities or financial/economic authorities have no responsibility for reviewing or verifying any Award Documents and have not approved the Award Documents nor taken steps to verify the information set out in them, and thus, are not responsible for their content.

The Participant is aware that he or she should, as a prospective stockholder, conduct his or her own due diligence on the securities. The Participant acknowledges that if he or she does not understand the contents of the Award Documents, the Participant should consult an authorized financial advisor.

United Kingdom

Terms and Conditions

Form of Restricted Stock Unit Settlement.  The following provision supplements Section 3 of the Award Agreement:

Notwithstanding any discretion in Section 9 of the Plan, the Restricted Stock Units will be settled only in shares of Common Stock.

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Responsibility for Taxes.  The following provision supplements Section 7 of the Award Agreement:

The Participant agrees to be liable for any Tax-Related Items and hereby covenants to pay any such Tax-Related Items, as and when requested by the Company or, if different, the Service Recipient or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax or relevant authority).  The Participant also agrees to indemnify and keep indemnified the Company and, if different, the Service Recipient against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax or relevant authority) on the Participant’s behalf.

Notwithstanding the foregoing, if the Participant is a director or executive officer (within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply.  In such case, if the amount of any income tax due is not collected from or paid by the Participant within 90 days of the end of the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of any uncollected income tax may constitute an additional benefit to the Participant on which additional income tax and National Insurance Contributions (“NICs”) may be payable   The Participant acknowledges that the Company or the Service Recipient may recover any such additional income tax and national insurance contributions at any time thereafter by any of the means referred to in the Award Agreement.  However, the Participant is primarily responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime.

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EXHIBIT A

OFFER DOCUMENT

INGERSOLL RAND INC.

AMENDED AND RESTATED 2017 OMNIBUS INCENTIVE PLAN

OFFER OF RESTRICTED STOCK UNITS

TO AUSTRALIAN RESIDENT EMPLOYEES

Ingersoll Rand Inc. (the “Company”) is pleased to provide you with this offer to participate in its Amended and Restated 2017 Omnibus Incentive Plan (the “Plan”).  This offer sets out information regarding the grant of Restricted Stock Units (“Awards”) to Australian resident employees of the Company and any Subsidiary.  This Offer Document is provided by the Company to ensure compliance of the Plan with the Australian Securities and Investments Commission’s (“ASIC”) Class Order 14/1000 and relevant provisions of the Corporations Act 2001.

Capitalized terms used but not defined herein shall have the meaning provided in the Plan.

You are being provided with copies of and/or access to the following documents:

(a) Restricted Stock Unit Grant Notice;

(b) Award summary including award details: date of grant, number of shares granted, and specific details of vesting dates and %’s;

(c) the Global Award Agreement and the addendum attached thereto (the “Agreement”);

(d) the Plan;

(e) The Plan Prospectus (the “Prospectus”)

(collectively, the “Additional Documents”)

The Additional Documents provide further information to help you make an informed investment decision about participating in the Plan.  Neither the Plan nor the Prospectus is a prospectus for the purposes of the Corporations Act 2001.

You should not rely upon any oral statements made in relation to this offer.  You should rely only upon the statements contained in the Agreement and the Additional Documents when considering participation in the Plan.

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General Information

Securities Law Notification.  Investment in shares of Common Stock involves a degree of risk.  Participants who elect to participate in the Plan should monitor their participation and consider all risk factors relevant to the acquisition of shares of Common Stock under the Plan as set out in the Agreement and the Additional Documents.

The information contained in this offer is general information only.  It is not advice or information that takes into account your objectives, financial situation and needs.

You should consider obtaining your own financial product advice from an independent person who is licensed by ASIC to give advice about participation in the Plan.

Additional Risk Factors for Australian Residents.  You should have regard to risk factors relevant to investment in securities generally and, in particular, to the holding of shares of Common Stock.  For example, the price at which the shares of Common Stock are quoted on the New York Stock Exchange may increase or decrease due to a number of factors.  There is no guarantee that the price of the shares of Common Stock will increase.  Factors that may affect the price of the shares of Common Stock include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which the Company operates and general operational and business risks.

More information about potential factors that could affect the Company’s business and financial results is included in the Company’s Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K.  Copies of these reports are available at http://www.sec.gov/, on the Company’s “Investor Relations” page at https://investors.irco.com/home/default.aspx, and upon request to the Company.

In addition, you should be aware that the Australian dollar value of any shares of Common Stock acquired at vesting will be affected by the U.S. dollar/Australian dollar exchange rate.  Participation in the Plan involves certain risks related to fluctuations in this rate of exchange.

Common Stock.  Common stock of a U.S. corporation is analogous to ordinary shares of an Australian corporation.  Each holder of the Company’s Common Stock is entitled to one vote for every share of Common Stock.

Dividends may be paid on the shares of Common Stock out of any funds of the Company legally available for dividends at the discretion of the Board.

The shares of Common Stock are traded on the New York Stock Exchange (“NYSE”) in the United States of America under the symbol “IR”.

The shares of Common Stock are not liable to any further calls for payment of capital or for other assessment by the Company and have no sinking fund provisions, pre-emptive rights, conversion rights or redemption provisions.

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Ascertaining the Market Price of Shares.  You may ascertain the current market price of the shares of Common Stock as traded on the NYSE under the symbol “IR” at https://www.nyse.com/.   The Australian dollar equivalent of that price can be obtained at: http://www.rba.gov.au/statistics/frequency/exchange-rates.html.

This will not be a prediction of what the market price per share of Common Stock will be when the Restricted Stock Units vest.

Tax Notification

The following is a summary of the tax consequences as of March 2020 for an Australian resident Participant who receives Restricted Stock Units under the Plan.  This summary is necessarily general in nature and does not purport to be tax advice in relation to an actual or potential recipient of Awards.

If you are a citizen or resident of another country or are considered a citizen or resident of another country for local law purposes, or transfer employment and/or residence after you are granted Awards, the information contained in this summary may not be applicable to you.

If you intend to accept Awards under the Plan, then you should not rely on the summary as anything other than a broad guide and you should seek appropriate professional advice as to how the tax or other laws in Australia and in any other applicable country apply to your specific situation before making the decision to accept.

Taxation of the Awards

1. Australian Tax Consequences

(a) What is the effect of the grant of the Awards?

The Australian tax legislation contains specific rules, in Subdivision 83A-C of the Income Tax Assessment Act 1997, governing the taxation of shares and rights (called “ESS interests”) acquired by employees under employee share schemes.  The Awards granted under the Plan should be regarded as a right to acquire shares and accordingly, an ESS interest for these purposes.

Your assessable income includes the “discount” given in relation to the acquisition of the ESS interest at grant, unless the ESS interest is either subject to a real risk of forfeiture, or you are genuinely restricted from immediately disposing of the ESS interest and there is a statement in the grant materials that deferral is to apply, in which case you will be subject to deferred taxation.

The terms of your Awards are set out in the Plan and the Agreement.  Your Awards are non-transferable and the Agreement contains a statement that tax deferral is to apply.  Accordingly, you will be subject to deferred taxation (i.e., you generally should not be subject to tax when the Awards are granted to you).

You will be required to include an amount in your assessable income for the income year in which the earliest of the following events occurs in relation to your Awards (the “ESS deferred taxing point”):

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(i)             there are both no longer any genuine restrictions on the vesting of the Awards, or the underlying shares of Common Stock being disposed of, and there is no real risk of you forfeiting the Awards or underlying shares of Common Stock;

(ii)            you cease relevant employment (i.e., when you are no longer employed by the Company, your employer, or any member of the Company Group) to the extent you retain the Awards; or

(iii)          15 years from when the Awards were granted.

Generally, this means you will be subject to tax when the Awards are settled upon vesting, and the shares of Common Stock are no longer subject to any genuine restrictions on disposal.  However, the ESS deferred taxing point for the Awards will be moved to the time you sell the underlying shares of Common Stock if you sell the underlying shares of Common Stock within 30 days of the original ESS deferred taxing point.

(b) What is the amount that I must include in my assessable income if an ESS deferred taxing point occurs?

The amount you must include in your assessable income in the income year (i.e., the financial year ending 30 June) in which the ESS deferred taxing point occurs in relation to the Awards will be the difference between the “market value” of the underlying shares of Common Stock at the ESS deferred taxing point and the cost base of the Awards (which should be nil for the Restricted Stock Units because you do not pay anything to acquire the Restricted Stock Units or the underlying shares of Common Stock).

If, however, you sell the underlying shares of Common Stock in an arm’s length transaction within 30 days of the ESS deferred taxing point (i.e., typically within 30 days of vesting), the amount to be included in your assessable income in the income year in which the sale occurs will be equal to the difference between the sale proceeds and the cost base of the Awards (which should include any incremental costs you incur in connection with the sale, e.g., brokerage fees).

(c) What is the market value of the underlying shares of Common Stock?

The “market value” of the underlying shares of Common Stock at the ESS deferred taxing point is determined according to the ordinary meaning of “market value” expressed in Australian currency.  The Company will determine the market value in accordance with guidelines prepared by the Australian Tax Office.

The Company has the obligation to provide you with certain information about your participation in the Plan at certain times, including after the end of the income year in which the ESS deferred taxing point occurs.  This may assist you in determining the market value of the underlying shares of Common Stock at the ESS deferred taxing point.  However, this estimate may not be correct if you sell the shares of Common Stock within 30 days of the acquisition date, in which case it is your responsibility to report and pay the appropriate amount of tax based on the sale proceeds.

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(d) What happens if I cease employment before my Awards vest?

If you cease employment with the Company or any Subsidiary prior to the vesting date of some or all of the Awards and the Awards are forfeited, you may be treated as if you never acquired the forfeited Awards, in which case no amount will be included in your assessable income.

(e) What tax consequences will apply when I sell my shares of Common Stock?

You may also be subject to capital gains tax when you subsequently sell the shares of Common Stock (other than gains realized on the disposal of shares of Common Stock within 30 days after the original ESS deferred taxing point, in which case your treatment will be limited to the income tax consequences described above in paragraph 1(b)).

Provided you dispose of the shares of Common Stock in an arm’s length transaction,² you will be subject to capital gains tax to the extent that the sale proceeds exceed your cost base in the shares of Common Stock sold.  Your cost base in the shares of Common Stock will generally be equal to the market value of the shares of Common Stock at the ESS deferred taxing point (which will usually be the date you acquired the shares) plus any incremental costs you incur in connection with the sale (e.g., brokerage fees).

The amount of any capital gain you realize must be included in your assessable income for the year in which the shares of Common Stock are sold.  However, if you hold the shares of Common Stock for at least one year prior to selling (excluding the dates you acquired and sold the shares of Common Stock), you may be able to apply a discount to the amount of capital gain that you are required to include in your assessable income.  If this discount is available, you may calculate the amount of capital gain to be included in your assessable income by first subtracting all available capital losses from your capital gains and then multiplying each capital gain by the discount percentage of 50%.

If the sale proceeds are lower than your cost base in the shares of Common Stock sold (assuming the sale occurred in an arm’s length transaction), you will realize a capital loss.  Capital losses may be used to offset capital gains realized in the current tax year or in any subsequent tax year, but may not be used to offset other types of income (e.g., salary or wage income).

(f) What are the tax consequences if a dividend is paid on the shares?

If you continue to hold the shares of Common Stock, you may be entitled to receive dividends on the shares of Common Stock if the Board, in its discretion, declares a dividend.  Any dividends paid on shares of Common Stock must be included in your assessable income in the tax year they are received.  The dividends are also subject to U.S. federal withholding tax at source.  You may be entitled to a foreign tax offset against your Australian income tax for the U.S. federal income tax withheld on any dividends.

² If you sell your shares on the NYSE, this will generally be considered an arm’s length transaction.

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(g) What are the tax withholding and reporting obligations in relation to any income that I may realize pursuant to my participation in the Plan?

You will be responsible for reporting any income attributable to your Awards in your tax return and paying any tax liability.  It is also your responsibility to report and pay any Australian tax liability on any dividends received and/or any capital gains arising from the disposal of the shares of Common Stock that you acquire under the Plan.

Your employer will be required to withhold the tax due at the ESS deferred taxing point only if you have not provided your Tax File Number or Australian Business Number (as applicable) to your employer.

However, the Company must provide to you (generally, by no later than 14 July after the end of the income year) and the Commissioner of Taxation (generally, by no later than 14 August after the end of the income year) a statement containing certain information about your participation in the Plan in the income year in which the original ESS deferred taxing point occurs (typically, the year you acquire the shares), including an estimate of the market value of the underlying shares of Common Stock at the taxing point.  Please note that, if you sell the shares of Common Stock within 30 days of acquisition, your taxing point will not be at acquisition; as such, the amount reported by your employer may differ from your actual taxable amount (which would be based on the value of the shares of Common Stock when sold, not the acquisition date).  It is your responsibility to ensure that you complete your tax return properly.

2. United States Tax Consequences

Participants (who are not U.S. citizens or permanent residents) will not be subject to U.S. tax by reason only of the grant and vesting of the Awards, the acquisition of the shares of Common Stock or the sale of shares of Common Stock, except as described in the dividends section above.  However, liability for U.S. taxes may accrue if a Participant is otherwise subject to U.S. taxes.

The above is an indication only of the likely U.S. taxation consequences for Australian resident Participants granted Awards under the Plan.  Participants should seek their own advice as to the U.S. taxation consequences of Plan participation.

EX-10.15

Exhibit 10.15

RESTRICTED STOCK UNIT GRANT NOTICE

UNDER THE

INGERSOLL RAND INC.

AMENDED AND RESTATED 2017 OMNIBUS INCENTIVE PLAN

Ingersoll Rand Inc. (the “Company”), pursuant to its Amended and Restated 2017 Omnibus Incentive Plan (the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units. The Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Global Award Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

Participant:	[Participant Name]
Date of Grant:	[Grant Date]
Vesting Commencement Date:	[Vest From Date]
Number of Restricted Stock Units:	[Number of Shares Granted]
Vesting Schedule:	Provided the Participant has not undergone a Termination prior to the time of each applicable vesting date (or event), the Restricted Stock Units shall become vested as to 25% of the Restricted Stock Units on each of the first, second, third and fourth anniversaries of the Vesting Commencement Date (each, a “Vesting Date”).
	In the event of the Participant’s Termination, all vesting with respect to the Restricted Stock Units shall cease and all unvested Restricted Stock Units shall be forfeited by the Participant for no consideration as of the date of such Termination; provided, that in the event of the Participant’s Qualifying Termination or Approved Retirement, the Restricted Stock Units that would have vested on the first Vesting Date otherwise scheduled to occur immediately following the date of such Qualifying Termination or Approved Retirement shall vest as of the date of Qualifying Termination or Approved Retirement, as applicable; and provided further that in the event of the Participant’s death or Disability, the Restricted Stock Units that would have vested on the first and second Vesting Date otherwise scheduled to occur immediately following the date of such death or Disability shall vest as of the date of death or Disability.  Notwithstanding the foregoing, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that would likely result in the  favorable treatment that applies to the Restricted Stock Units if the Participant’s Termination occurs as a result of Participant’s Approved Retirement being deemed unlawful and/or discriminatory, the Company may determine that the Participant’s Retirement is no longer an Approved Retirement and the remaining provisions will govern.

2

	Further, in the event of the Participant’s Qualifying Termination during the two-year period following a Change in Control, all Restricted Stock Units shall immediately vest as of the date of Qualifying Termination.
Definitions:	“Approved Retirement” means a Retirement that occurs following the Participant’s receipt of written confirmation by the Company that such Retirement will be designated as an “Approved Retirement” for purposes of the Plan.  The designation of an Approved Retirement shall be made by the Company in its sole discretion, and the Company’s determination as to whether a Retirement is an Approved Retirement shall be final and binding upon the Participant.
	“Cause” means the Participant’s (A) willful neglect in the performance of the Participant’s duties for the Service Recipient or willful or repeated failure or refusal to perform such duties; (B) engagement in conduct in connection with the Participant’s employment or service with the Service Recipient, which results in, or could reasonably be expected to result in, material harm to the business or reputation of the Company or any other member of the Company Group; (C) conviction of, or plea of guilty or no contest to, (I) any felony; or (II) any other crime that results in, or could reasonably be expected to result in, material harm to the business or reputation of the Company or any other member of the Company Group; (D) engaging in any act of moral turpitude, illegality or harassment, whether or not such act was committed in connection with the Participant’s services to the Company Group; (E) material violation of the Company’s Code of Conduct or any other written policies of the Company or the Service Recipient, including, but not limited to, those relating to sexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy of the Company or Service Recipient; (F) fraud or misappropriation, embezzlement or misuse of funds or property belonging to the Company or any other member of the Company Group; or (G) act of personal dishonesty that involves personal profit in connection with the Participant’s employment or service to the Service Recipient.

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“Detrimental Activity” means any of the following: (i) unauthorized disclosure of any confidential or proprietary information of any member of the Company Group; (ii) any activity that would be grounds to terminate the Participant’s employment or service with the Service Recipient for Cause; or (iii) a breach by the Participant of any restrictive covenant by which such Participant is bound, including, without limitation, the covenants attached to the Global Award Agreement as Appendix A.

“Qualifying Termination” means a Termination by the Company without Cause.

“Retirement” means the Participant’s Termination as a result of the Participant’s voluntary resignation on or after the date on which the Participant has reached age 62 and has completed at least 10 years of service with the Company Group.

*          *          *

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THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE GLOBAL AWARD AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE GLOBAL AWARD AGREEMENT AND THE PLAN.

INGERSOLL RAND INC.	PARTICIPANT1
	ELECTRONIC SIGNATURE
By:
Title:

[Participant Name]

[Participant ID]

End Tag

¹ To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant’s signature hereof.

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GLOBAL AWARD AGREEMENT

UNDER THE

INGERSOLL RAND INC.

AMENDED AND RESTATED 2017 OMNIBUS INCENTIVE PLAN

Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Global Award Agreement (this “Award Agreement”) and the Ingersoll Rand Inc. Amended and Restated 2017 Omnibus Incentive Plan (the “Plan”), Ingersoll Rand Inc. (the “Company”) and the Participant agree as follows.  Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.

1. Grant of Restricted Stock Units.  Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant the number of Restricted Stock Units provided in the Grant Notice (with each Restricted Stock Unit representing an unfunded, unsecured right to receive one share of Common Stock) (Restricted Stock Units are referred to herein as “Awards”).  The Company may make one or more additional grants of Restricted Stock Units to the Participant under this Award Agreement by providing the Participant with a new Grant Notice, which may also include any terms and conditions differing from this Award Agreement to the extent provided therein.  The Company reserves all rights with respect to the granting of additional Restricted Stock Units hereunder and makes no implied promise to grant additional Restricted Stock Units.

2. Vesting.  Subject to the conditions contained herein and the Plan, the Restricted Stock Units shall vest and the restrictions on such Restricted Stock Units shall lapse as provided in the Grant Notice. With respect to any Restricted Stock Unit, the period of time that such Restricted Stock Unit remains subject to vesting shall be its Restricted Period.

3. Settlement of Restricted Stock Units.  The provisions of Section 9(d)(ii) of the Plan are hereby incorporated by reference and made a part hereof.

4. Company; Participant.

(a) The term “Company” as used in this Award Agreement with reference to employment shall include the Company and its Subsidiaries.

(b) Whenever the word “Participant” is used in any provision of this Award Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the Restricted Stock Units may be transferred by will or by the laws of descent and distribution, the word “Participant” shall be deemed to include such person or persons.

5. Non-Transferability. The Restricted Stock Units are not transferable by the Participant except to Permitted Transferees in accordance with applicable laws and Section 14(b) of the Plan.  Except as otherwise provided herein, no assignment or transfer of the Restricted Stock Units, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Restricted Stock Units shall terminate and become of no further effect.

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6. No Rights as Stockholder. The Participant or a Permitted Transferee of the Restricted Stock Units shall have no rights as a stockholder with respect to any share of Common Stock underlying a Restricted Stock Unit unless and until the Participant shall have become the holder of record or the beneficial owner of such Common Stock and no adjustment shall be made for dividends or distributions or other rights in respect of such share of Common Stock for which the record date is prior to the date upon which the Participant shall become the holder of record or the beneficial owner thereof.

7. Tax Withholding.

(a)           The Participant shall be required to pay to the Company an amount equal to the amount of any income, employment and/or other applicable taxes that are statutorily required to be withheld in respect of the Restricted Stock Units (the “Tax Obligation”), payable, at the Participant’s election, either (x) in cash (by check or wire transfer) or (y) if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless settlement” pursuant to which the Company is delivered (including telephonically to the extent permitted by the Company) a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise issuable upon the settlement of the Restricted Stock Units and to deliver promptly to the Company an amount equal to the Tax Obligation. Alternatively, the Company may elect, in its sole discretion, to satisfy this requirement by withholding such amount from any cash compensation or other cash amounts owing to the Participant.

(b)           Without limiting the foregoing, the Company may (but is not obligated to), in its sole discretion, permit or require the Participant to satisfy, all or any portion of the minimum income, employment and/or other applicable taxes that are statutorily required to be withheld with respect to the Restricted Stock Units by (i) the delivery of the shares of Common Stock (which are not subject to any pledge or other security interest) that have been both held by the Participant and vested for at least six (6) months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment under applicable accounting standards) having an aggregate Fair Market Value equal to such minimum statutorily required withholding liability (or portion thereof); or (ii) having the Company withhold from the shares of Common Stock otherwise issuable or deliverable to, or that would otherwise be retained by, the Participant upon the grant, vesting or settlement of the Award, as applicable, a number of shares of Common Stock with an aggregate Fair Market Value equal to an amount, subject to clause (c) below, not in excess of such minimum statutorily required withholding liability (or portion thereof).

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(c)           The Company, subject to its having considered the applicable accounting impact of any such determination, has full discretion to allow the Participant to satisfy, in whole or in part, any additional income, employment and/or other applicable taxes payable by them with respect to the Restricted Stock Units by electing to have the Company withhold from the shares of Common Stock otherwise issuable or deliverable to, or that would otherwise be retained by, the Participant upon the grant, vesting or settlement of the Restricted Stock Units, as applicable, shares of Common Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding liability (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in the Participant’s relevant tax jurisdiction), in which case, the Participant may receive a refund in cash of any amount withheld that exceeds the amount remitted to the applicable tax authorities and will have no entitlement to the equivalent in shares of Common Stock or to any interest on such over-withheld amount.

(d)           The Participant acknowledges that, regardless of any action taken by the Company, or, if different, the Service Recipient, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (the “Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Service Recipient.  The Participant further acknowledges that the Company and/or the Service Recipient (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspects of the Awards, including but not limited to, the grant, vesting or settlement of the Award, as applicable, the subsequent sale of shares of Common Stock acquired under the Plan and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Awards to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result.  Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Service Recipient may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(e)           Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Service Recipient to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Service Recipient, or their respective agents, at their discretion, to satisfy any obligations with regard to all Tax-Related Items by any of the means set forth herein.

(f)            If the obligations for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Participant is deemed to have been issued the full number of shares of Common Stock, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items.  The Company may refuse to issue or deliver the shares of Common Stock or proceeds from the sale of shares of Common Stock if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

8. Notice.  Every notice or other communication relating to this Award Agreement between the Company and the Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided that, unless and until some other address be so designated, all notices or communications by the Participant to the Company shall be mailed or delivered to the Company at its principal executive office, to the attention of the Company Secretary, and all notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed to the Participant at the Participant’s last known address, as reflected in the Company’s records.  Notwithstanding the above, all notices and communications between the Participant and any third-party plan administrator shall be mailed, delivered, transmitted or sent in accordance with the procedures established by such third-party plan administrator and communicated to the Participant from time to time.

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9. No Right to Continued Service.  This Award Agreement does not confer upon the Participant any right to continue as an employee or service provider to the Company.

10. Binding Effect.  This Award Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.

11. Waiver and Amendments.  Except as otherwise set forth in Section 13 of the Plan, any waiver, alteration, amendment or modification of any of the terms of this Award Agreement shall be valid only if made in writing and signed by the parties hereto; provided, however, that any such waiver, alteration, amendment or modification is consented to on the Company’s behalf by the Committee.  No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.

12. Restrictive Covenants; Clawback/Forfeiture.

(a)           Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees, in his capacity as an equity (and/or equity-based Award) holder in the Company, to the provisions of Appendix A to this Award Agreement (the “Restrictive Covenants”). The Restricted Stock Units granted hereunder shall be subject to Participant’s continued compliance with such restrictions.  For the avoidance of doubt, the Restrictive Covenants contained in this Award Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between the Participant and the Company or any of its Affiliates.

(b)           Notwithstanding anything to the contrary contained herein or in the Plan, if the Participant has engaged in or engages in any Detrimental Activity, then the Committee may, in its sole discretion, take actions permitted under the Plan, including: (i) cancel the Restricted Stock Units; or (ii) require that the Participant forfeit any gain realized on the vesting of the Restricted Stock Units and repay such gain to the Company. In addition, if the Participant receives any amount in excess of what the Participant should have received under the terms of this Award Agreement for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), the Participant shall be required to repay any such excess amount to the Company. Without limiting the foregoing, all Restricted Stock Units shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law.

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13. Nature of Grant. In accepting the Awards, the Participant acknowledges, understands and agrees that:

(a)           the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time;

(b)           the grant of the Awards is exceptional, voluntary and occasional and does not create any contractual or other right to receive any future awards, or benefits in lieu of awards, even if awards have been granted in the past;

(c)           all decisions with respect to future awards, if any, will be at the sole discretion of the Company;

(d)           the Participant is voluntarily participating in the Plan;

(e)           the Awards, any shares of Common Stock acquired under the Plan and the income from and value of same, are not intended to replace any pension rights or compensation;

(f)            the Awards, any shares of Common Stock acquired under the Plan and the income from and value of same, are not part of normal or expected compensation or salary for any purposes, including but not limited to calculating any severance, resignation, termination, redundancy, dismissal end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(g)           unless otherwise agreed with the Company in writing, the Awards and any shares of Common Stock acquired under the Plan, and the income from and value of same, are not granted in consideration for, or in connection with, the service the Participant may provide as an officer or director of a Subsidiary;

(h)           the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;

(i)            no claim or entitlement to compensation or damages shall arise from forfeiture of the Participant’s Awards resulting from Participant’s Termination (for any reason whatsoever and whether or not in breach of local labor laws);

(j)            for purposes of the Awards, a Termination will be deemed to have occurred as of the date the Participant is no longer providing services to the Company or any Subsidiary (regardless of the reason for such termination and whether or not later found to be invalid or in breach of labor laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any).  Unless otherwise determined by the Committee, the Participant’s right to vest in the Award will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under labor laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any).  The Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Awards (including whether the Participant may still be considered to be providing services while on a leave of absence); and

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(k)           neither the Company, the Service Recipient nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Awards or any amounts due to the Participant pursuant to the settlement of the Awards or subsequent sale of shares of Common Stock acquired under the Plan.

14. Data Privacy Provisions Applicable to Participants Outside the United Kingdom, European Union & European Economic Area.

(a)  The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Award Agreement and any other Restricted Stock Unit grant materials by and among, as applicable, the Service Recipient, the Company and any Affiliate for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

(b)  The Participant understands that the Company and the Service Recipient may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, email address and telephone number, date of birth, passport number, social insurance number or other identification number (e.g., resident registration number), salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to shares of Common Stock awarded, purchased, canceled, vested, unvested or outstanding in the Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).

(c)  The Participant understands that Data may be transferred to Fidelity Stock Plan Services, LLC, an independent service provider (“Service Provider”), or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the  country.

(d)  The Participant understands that he or she may request a list with the names and addresses of any potential recipients of Data by contacting his or her local human resources representative. The Participant authorizes the Company, Service Provider and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan.

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(e)  The Participant understands that he or she may, at any time, view Data, request information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke his or her consent, the Participant’s employment status or service with the Service Recipient will not be affected; the only consequence of refusing or withdrawing consent is that the Company would not be able to grant the Restricted Stock Units or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing his or her consent may affect his or her ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative.

15.  Data Privacy Notification for Participants in the United Kingdom, European Union & the European Economic Area.  This section 15 does not form part of Participant’s contractual terms: it is an explanatory notice only.

(a)  The Company, its Subsidiaries and Affiliates will collect, use and transfer, as described in this Award Agreement, the Participant’s personal information for implementing, administering and managing the  Participant’s participation in the Plan. The lawful bases relied on under data protection laws to do this are: to perform the contract in place with the Participant, and the legitimate interests of the Company to develop its business.

(b)  The Company and the Service Recipient hold personal information about the Participant, including but not limited to the Participant’s name, home address and telephone number, email address, date of birth, national insurance number, passport number or similar identification details, salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all entitlement to shares of Common Stock awarded, cancelled, exercised, vested, unvested or outstanding in the Participant’s favor (“Personal Data”). This information needs to be held to implement, administer and manage the Participant’s participation in the Plan.

(c)  The Participant’s Personal Data will be kept secure and will only be retained for as long as necessary to implement, administer and manage the Participant’s participation in the Plan. If the Participant does not provide us with the Personal Data we need, then we will not be able to administer the Participant’s Restricted Stock Units or the Participant’s participation in the Plan.

(d)  The Participant may, at any time and without cost, contact Data.Privacy@gardnerdenver.com to enforce the Participant’s rights under the data protection laws in the Participant’s country, which may include the right to: (i) request access or copies of Personal Data subject to processing; (ii) request rectification of incorrect Personal Data; (iii) request deletion of Personal Data; (iv) request restriction on processing of Personal Data; (v) request portability of Personal Data; (vi) lodge complaints with competent authorities in the Participant’s country; and/or (vii) request a list with the names and addresses of any potential recipients of the Participant’s Personal Data.

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(e)  The Company will need to transfer the Participant’s Personal Data to Service Provider, which is located in the United States, and other third parties selected by the Company, which are assisting with the implementation, administration and management of the Plan. These other third parties are likely to be  brokers and the organizations with whom the Participant chooses to deposit any shares of Common Stock acquired upon settlement of the Restricted Stock Units.

(f)   These recipients, which may receive, use, retain and transfer the Participant’s Personal Data, may be located outside the United Kingdom and the European Economic Area (e.g., the United States), and may have different data privacy laws and protections than the Participant’s country. When transferring the Participant’s Personal Data to these recipients, the Company ensures that each transfer takes place in accordance with data protection law, and that it provides appropriate safeguards for the Participant’s Personal Data wherever possible. The Participant can request a copy of the approach and safeguards used for each specific transfer of the Participant’s data by contacting Data.Privacy@gardnerdenver.com.

16. Country-Specific Provisions. Notwithstanding any provisions in this Award Agreement, the Awards shall be subject to any additional terms and conditions set forth in the Addendum for the Participant’s country.  If the Participant relocates to one of the countries included in the Addendum, the terms and conditions for such country will apply to the Participant to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.

17. Language. By electing to accept this Award Agreement, the Participant acknowledges that he or she is sufficiently proficient in English, or has consulted with an advisor who is sufficiently proficient in English so as to allow the Participant, to understand the terms and conditions of this Award Agreement. If the Participant has received this Award Agreement or any other documentation related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

18. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Awards and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is  necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

19. Insider Trading/Market-Abuse Laws. The Participant may be subject to insider trading restrictions and/or market abuse laws based on the exchange on which the shares of Common Stock are listed and in applicable jurisdictions, including the Participant’s country and the designated broker’s country, which may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of the shares of Common Stock, rights to the shares of Common Stock (i.e., Restricted Stock Units) or rights linked to the value of the shares of Common Stock under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions).  Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before possessing inside information.  Furthermore, the Participant may be prohibited from (i) disclosing inside information to any third party, including fellow employees  and (ii) “tipping” third parties or causing them to otherwise buy or sell securities.  Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant acknowledges that it is the Participant’s responsibility to comply with any applicable restrictions and the Participant should speak with the Participant’s personal advisor on this matter.

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20. Foreign Asset/Account Reporting Requirements and Exchange Controls. The Participant acknowledges that the Participant’s country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect the Participant’s ability to acquire or hold shares of Common Stock acquired under the Plan or cash received from participating in the Plan in a brokerage or bank account outside the Participant’s country.  The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in the Participant’s country.  The Participant also may be required to repatriate sale proceeds or other funds received as a result of the Participant’s participation in the Plan to the Participant’s country through a designated bank or broker within a certain time after receipt.  The Participant acknowledges that it is the Participant’s responsibility to be compliant with such regulations, and the Participant should consult the Participant’s personal legal advisor for any details.

21. Severability. The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

22. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan or Participant’s acquisition or sale of shares of Common Stock. The Participant understands and agrees that the Participant should consult with his or her own personal legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.

23. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means.  The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.  Further, the parties hereto shall be entitled to rely on delivery of a facsimile or other electronic copy of this Award Agreement, and delivery by either party of such facsimile or electronic copy shall be legally effective to create a valid and binding agreement between the parties in accordance with the terms hereof.

24. Governing Law and Venue. This Award Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof.  Notwithstanding anything contained in this Award Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Award Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware.

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25. Plan. The terms and provisions of the Plan are incorporated herein by reference.  In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Award Agreement (including the Grant Notice), the Plan shall govern and control.

26. Section 409A. It is intended that the Restricted Stock Units granted hereunder shall be exempt from Section 409A of the Code pursuant to the “short-term deferral” rule applicable to such section, as set forth in the regulations or other guidance published by the Internal Revenue Service thereunder.

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Appendix A

Restrictive Covenants

1. Non-Competition; Non-Solicitation; Non-Disparagement.

(a)           Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows:

(i)          During Participant’s employment with the Company or its Subsidiaries (the “Employment Term”) and for a period of one year following the date Participant ceases to be employed by the Company or its Subsidiaries (the “Restricted Period”), Participant will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company during the one-year period preceding Participant’s termination of employment.

(ii)         During the Restricted Period, Participant will not directly or indirectly:

(A)          engage in the Business in any geographical area where the Restricted Group engages in the Business;

(B)          enter the employ of, or render any services to any Person engaged in the Business, except where such employment or services do not relate in any manner to the Business;

(C)          acquire a financial interest in, or otherwise become actively involved with, any Person engaged in the Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or

(D)          intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.

(iii)        Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person.

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(iv)        During the Employment Term and for a period of one year from the date Participant ceases to be employed by the Company or its Subsidiaries, Participant will not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:

(A)          solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group;

(B)          hire any employee who was employed by the Restricted Group as of the date of Participant’s termination of employment with the Company or who left the employment of the Restricted Group coincident with, or within one year prior to or after, the termination of Participant’s employment with the Company; or

(C)          encourage any consultant or independent contractor of the Restricted Group to cease working with the Restricted Group.

(v)          For purposes of this Appendix A:

(A)          “Business” shall mean the business of the design, manufacture, distribution and marketing of air and gas compressors, blowers, pumps and fluid transfer systems and related activities, and any other business activity in which the Company and its subsidiaries may, after the date of this Agreement, become engaged, or take substantial steps to engage.

(B)          “Restricted Group” shall mean, collectively, the Company and its Subsidiaries and, to the extent engaged in the Business, their respective Affiliates.

(b)           Non-Disparagement. Participant will not at any time (whether during or after Participant’s Employment Term) make public statements or public comments intended to be (or having the effect of being) of defamatory or disparaging nature regarding (including any statements or comments likely to be harmful to the business, business reputation or personal reputation of) the Company or any of its Subsidiaries or Affiliates or any of their respective businesses, shareholders, members, partners, employees, agents, officers, directors or contractors (it being understood that comments made in Participant’s good faith performance of his duties hereunder shall not be deemed disparaging or defamatory for purposes of this paragraph); provided that the Participant shall be permitted to make truthful disclosures that are required by applicable law, regulations or order of a court or government agency.

(c)           It is expressly understood and agreed that although Participant and the Company consider the restrictions contained in this Section 1 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Appendix A is an unenforceable restriction against Participant, the provisions of this Appendix A shall not be rendered void but shall be deemed amended to apply as to such maximum time and terri-tory and to such maximum extent as such court may judicially determine or indicate to be enforceable.  Alternatively, if any court of competent jurisdiction finds that any restric-tion contained in this Appendix A is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

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(d)           The period of time during which the provisions of Section 1(a) shall be in effect shall be extended by the length of time during which Participant is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

(e)           The provisions of Section 1 hereof shall survive the termination of Participant’s employment for any reason, including but not limited to, any termination other than for Cause (except as otherwise set forth in Section 1 hereof).

(f)            The provisions of Section 1(a)(i), (ii), (iii) and (iv)(B) hereof shall not apply if Participant’s principal place of employment is in the state of California.

2. Confidentiality; Intellectual Property.

(a)           Confidentiality.

(i)           Participant will not at any time (whether during or after Participant’s Employment Term) (x) retain or use for the benefit, purposes or account of Participant or any other Person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company (other than its professional advisors who are bound by confidentiality obligations or otherwise in performance of Participant’s duties under Participant’s employment and pursuant to customary industry practice), any non-public, proprietary or confidential information—including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals—concerning the past, current or future business, activities and operations of the Company, its Subsidiaries or Affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (“Confidential Information”) without the prior written authorization of the Board.

(ii)         “Confidential Information” shall not include any information that is (a) generally known to the industry or the public other than as a result of Participant’s breach of this covenant; (b) made legitimately available to Participant by a third party without breach of any confidentiality obligation of which Participant has knowledge; or (c) required by law to be disclosed; provided that with respect to subsection (c) Participant shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment.

(iii)        Except as required by law, Participant will not disclose to anyone, other than Participant’s family (it being understood that, in this Agreement, the term “family” refers to Participant, Participant’s spouse, children, parents and spouse’s parents) and advisors, the existence or contents of this Agreement; provided that Participant may disclose to any prospective future employer the provisions of this Appendix A.  This Section 2(a)(iii) shall terminate if the Company publicly discloses a copy of this Agreement (or, if the Company publicly discloses summaries or excerpts of this Agreement) to the extent so disclosed.

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(iv)        Upon termination of Participant’s employment with the Company for any reason, Participant shall (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company, its Subsidiaries or Affiliates and (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Participant’s possession or control (including any of the foregoing stored or located in Participant’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information, except that Participant may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information.

(b)           Intellectual Property.

(i)          If Participant has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with third parties, prior to Participant’s employment by the Company, that are relevant to or implicated by such employment (“Prior Works”), Participant hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company’s current and future business.

(ii)         If Participant creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during Participant’s employment by the Company and within the scope of such employment and with the use of any Company resources (“Company Works”), Participant shall promptly and fully disclose same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.

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(iii)        Participant shall take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works.  If the Company is unable for any other reason, after reasonable attempt, to secure Participant’s signature on any document for this purpose, then Participant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Participant’s agent and attorney in fact, to act for and in Participant’s behalf and stead to execute any documents and to do all other lawfully permitted acts required in connection with the foregoing.

(iv)        Participant shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party.  Participant shall comply with all relevant policies and guidelines of the Company that are from time to time previously disclosed to Participant, including regarding the protection of Confidential Information and intellectual property and potential conflicts of interest.  Participant acknowledges that the Company may amend any such policies and guidelines from time to time, and that Participant remains at all times bound by their most current version from time to time previously disclosed to Participant.

(v)         The provisions of Section 2 hereof shall survive the termination of Participant’s employment for any reason (except as otherwise set forth in Section 2(a)(iii) hereof).

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ADDENDUM

COUNTRY-SPECIFIC PROVISIONS

Terms and Conditions

This Addendum includes additional terms and conditions that govern the Awards granted to the Participant under the Plan if the Participant works and/or resides in one of the countries listed below.  Capitalized terms used but not defined in this Addendum have the meanings set forth in the Plan and/or the Award Agreement.

If the Participant is a citizen or resident of a country other than the one in which the Participant is currently working and/or residing, is considered a resident of another country for local law purposes or transfers employment and/or residency between countries after the Date of Grant, the Company shall, in its sole discretion, determine to what extent the terms and conditions contained herein apply to the Participant under these circumstances.

Notifications

This Addendum also includes information regarding securities laws, exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan.  The information is based on the securities, exchange control and other laws in effect in the respective countries as of March 2020.  Such laws are often complex and change frequently.  As a result, the Company strongly recommends that the Participant not rely on the information noted herein as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time the Restricted Stock Units vest or the shares of Common Stock acquired under the Plan are sold.

In addition, the information is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of any particular result.  Accordingly, the Participant should seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to his or her situation.

Finally, if the Participant is a citizen or resident of a country other than the one in which the  Participant is currently working and/or residing, is considered a resident of another country for local law purposes or transfers employment and/or residency between countries after the Date of Grant, the information contained herein may not be applicable in the same manner to the Participant.

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Australia

Terms and Conditions

Australia Offer Document.  The Restricted Stock Units are intended to comply with the provisions of the Corporations Act 2001, Australia Securities and Investment Commission (“ASIC”) Regulatory Guide 49 and ASIC Class Order CO 14/1000.  Additional details are set forth in the Offer Document, which has been included as Exhibit A to this Addendum.

Notifications

Tax Information.  Subdivision 83A-C of the Income Tax Assessment Act 1997 applies to the Awards granted in accordance with the terms and conditions of the Grant Notice, the Plan and this Award Agreement (subject to the requirements of the Income Tax Assessment Act 1997).

Exchange Control Information.  Exchange control reporting is required for cash transactions exceeding AUD 10,000 and international fund transfers.  If an Australian bank is assisting the Participant with the transaction, the bank will file the report on the Participant’s behalf.  If there is no Australian bank involved in the transfer, the Participant will be required to file the report.

Belgium

Notifications

Foreign Asset/Account Reporting Information.Belgian residents are required to report any securities (e.g., shares of Common Stock acquired under the Plan) or bank accounts (including any brokerage accounts) held outside Belgium on their annual tax return. In a separate report, Belgian residents are required to provide the National Bank of Belgium with the account details of any such foreign accounts (including the account number, bank name and country in which such account was opened).  This report, as well as additional information on how to complete it, can be found on the website of the National Bank of Belgium, www.nbb.be.

Stock Exchange Tax.A stock exchange tax applies to transactions executed by a Belgian resident through a financial intermediary, such as a bank or broker. If the transaction is conducted through a Belgian financial intermediary, it may withhold the stock exchange tax, but if the transaction is conducted through a non-Belgian financial intermediary, the Belgian resident may need to report and pay the stock exchange tax directly. The stock exchange tax likely will apply when shares of Common Stock acquired under the Plan are sold. Belgian residents should consult with a personal tax or financial advisor for additional details on their obligations with respect to the stock exchange tax.

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Brazil

Terms and Conditions

Compliance with the Law.  In accepting the Awards, the Participant acknowledges his or her agreement to comply with applicable Brazilian laws and to pay any and all applicable Tax-Related Items associated with the vesting of the Restricted Stock Units, the sale of shares of Common Stock acquired under the Plan or the receipt of dividends.

Labor Law Acknowledgement.  In accepting the Awards, the Participant agrees that he or she is (i) making an investment decision, (ii) the Participant will be entitled to receive shares of Common Stock pursuant to the Restricted Stock Units only if the vesting conditions are met, and (iii) the value of the underlying shares of Common Stock is not fixed and may increase or decrease in value without compensation to the Participant.

Notifications

Exchange Control Information.  If the Participant is a resident or domiciled in Brazil, he or she will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than USD 100,000.  The assets and rights that must be reported include shares of Common Stock.

Canada

Terms and Conditions

Form of Restricted Stock Unit Settlement.  The following provision supplements Section 3 of the Award Agreement:

Notwithstanding any discretion in Section 9 of the Plan, the Restricted Stock Units will be settled only in shares of Common Stock.

Nature of Grant.The following provision supplements Section 13(j) of the Award Agreement:

Except as otherwise provided in the Grant Notice, the Participant will not earn, or be entitled to earn, any pro-rated vesting for that portion of time before the date on which the Participant’s right to vest terminates, nor will the Participant be entitled to any compensation for lost vesting. Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Participant’s right to vest in the Options under the Plan, if any, will terminate effective as of the last day of the Participant’s minimum statutory notice period, but the Participant will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of the Participant’s statutory notice period, nor will the Participant be entitled to any compensation for lost vesting.

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The following provisions will apply if the Participant is a resident of Québec:

English Language Provision.  The parties acknowledge that it is their express wish that the present Award Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de la présente convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.

Data Privacy.  This provision supplements Section 14 of the Award Agreement:

The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan.  The Participant further authorizes the Company, any related company and the administrator of the Plan to disclose and discuss the Plan with their advisors.  The Participant further authorizes the Company and any related company to record such information and to keep such information in the Participant’s employee file.

Notifications

Securities Law Information.  The Participant may not be permitted to sell within Canada the shares of Common Stock acquired under the Plan.  The Participant may only be permitted to sell shares of Common Stock acquired under the Plan through the designated broker appointed under the Plan, if any (or any other broker acceptable to the Company), provided the resale of shares of Common Stock acquired under the Plan takes place outside Canada through the facilities of a stock exchange on which the shares of Common Stock are listed.

Foreign Asset/Account Reporting Information.  Specified foreign property including shares of Common Stock and rights to shares of Common Stock (e.g., Restricted Stock Units) held by a Canadian resident employee must generally be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of his or her specified foreign property exceeds CAD 100,000 at any time during the year.  If applicable, Form T1135 is due by April 30th of the following year.  Restricted Stock Units must be reported - generally at nil cost - if the CAD 100,000 cost threshold is exceeded because the Participant holds other specified foreign property. When shares of Common Stock are acquired, their cost generally is the adjusted cost base (“ACB”) of the shares of Common Stock.  The ACB would ordinarily equal the fair market value of the shares of Common Stock at the time of the acquisition, but if the Participant owns other shares of Common Stock, this ACB may have to be averaged with the ACB of the other shares of Common Stock.  The Participant should consult with a personal advisor to ensure that the Participant complies with the applicable requirements.

China

The following Terms and Conditions apply to Participants that are subject to the exchange control restrictions and regulations in the People’s Republic of China (“China”), including the requirements imposed by the State Administration of Foreign Exchange (“SAFE”), as determined by the Company in its sole discretion.

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Terms and Conditions

Satisfaction of Regulatory Obligations.  The settlement of the Awards upon vesting is conditioned upon the Company securing and maintaining all necessary approvals from SAFE and any other applicable government entities in China to permit the operation of the Plan in China, as determined by the Company it its sole discretion.  If or to the extent the Company is unable to complete the registration or maintain the registration, no shares of Common Stock shall be issued under the Plan.  In this case, the Company retains the discretion to settle any Awards in cash paid through local payroll in an amount equal to the Fair Market Value of the Shares subject to the Awards less any Tax-Related Items.

Sale Requirement.To facilitate compliance with any applicable laws or regulations in China, the Participant agrees and acknowledges that the Company (or a brokerage firm instructed by the Company, if applicable) reserves the right to require the immediate sale of any shares of Common Stock issued to the Participant at vesting/settlement of the Restricted Stock Units.  The Participant understands and agrees that any such immediate sale of shares of Common Stock will occur as soon as is practical following vesting of the Restricted Stock Units.  Alternatively, if the shares of Common Stock are not immediately sold, the Company will require the sale of any shares of Common Stock the Participant may then hold within six months (or such other period as may be required under applicable legal or exchange control requirements) following the Participant’s Termination.

The Participant agrees that the Company is authorized to instruct its designated broker to assist with the sale of the shares of Common Stock on the Participant’s behalf pursuant to this authorization, and the Participant expressly authorizes the designated broker to complete the sale of such shares of Common Stock.  The Participant also agrees to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the designated broker) to effectuate the sale of the shares of Common Stock (including, without limitation, as to the transfers of the proceeds and other exchange control matters noted below) and to otherwise cooperate with the Company with respect to such matters, provided that he or she shall not be permitted to exercise any influence over how, when or whether the sales occur.  Upon the sale of the shares of Common Stock, the Participant will receive the cash proceeds from the sale, less any applicable Tax-Related Items, brokerage fees or commissions, in accordance with applicable exchange control laws and regulations.

The Participant acknowledges that the designated broker is under no obligation to arrange for the sale of the shares of Common Stock at any particular price.  Due to fluctuations in the share price and/or applicable exchange rates between the settlement date and (if later) the date on which the shares of Common Stock are sold, the amount of proceeds ultimately distributed to the Participant may be more or less than the market value of the shares of Common Stock upon vesting (which is the amount relevant to determining the Participant’s  liability for Tax-Related Items).  The Participant understands and agrees that the Company is not responsible for the amount of any loss that the Participant may incur and that the Company assumes no liability for any fluctuations in the share price and/or any applicable exchange rate.

Designated Broker Account. If shares of Common Stock issued upon the vesting/settlement of the Restricted Stock Units are not immediately sold, the Participant acknowledges that the Participant is required to maintain the shares of Common Stock in an account as may be selected by the Company until the shares of Common Stock are sold through the designated broker (as further detailed below).

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Exchange Control Restrictions.  The Participant understands and agrees that, pursuant to local exchange control requirements, he or she will be required to immediately repatriate the cash proceeds from the sale of shares of Common Stock and any cash dividends paid on such shares of Common Stock to China.  The Participant further understands that, under local law, such repatriation of cash proceeds may need to be effectuated through a special exchange control account established by the Company, the Service Recipient or any other Subsidiary, and the Participant hereby consents and agrees that any proceeds from the sale of shares of Common Stock or any cash dividends paid on such Shares may be transferred to such special account prior to being delivered to the Participant.

The proceeds may be paid to the Participant in U.S. dollars or local currency at the Company’s discretion.  In the event the proceeds are paid to the Participant in U.S. dollars, he or she understands that he or she will be required to set up a U.S. dollar bank account in China and provide the bank account details to the Service Recipient and/or the Company so that the proceeds may be deposited into this account.  If the proceeds are paid to the Participant in local currency, the Company is under no obligation to secure any particular exchange conversion rate and/or conversion date and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions.  The Participant agrees to bear any currency fluctuation risk between the time the shares of Common Stock are sold or dividends are received and the time the proceeds are distributed through any such special exchange account.  The Participant further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.

Notifications

Exchange Control Information.  The Participant may be required to report to SAFE all details of the Participant’s foreign financial assets and liabilities, as well as details of any economic transactions conducted with non-PRC residents.

Czech Republic

Notifications

Exchange Control Information.  The Czech National Bank may require the Participant to fulfill certain notification duties in relation to the shares of Common Stock acquired or any dividends paid on such shares, and the opening and maintenance of a foreign account. However, because exchange control regulations change frequently and without notice, the Participant should consult his or her personal legal advisor prior to the vesting to ensure compliance with current regulations.  The Participant is solely responsible for ensuring compliance with exchange control laws in the Czech Republic.

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Denmark

Notifications

Foreign Asset/Account Reporting Information.  If the Participant establishes an account holding shares or cash outside of Denmark, the Participant must report the account to the Danish Tax Administration.  The form which should be used to make the report can be obtained from a local bank.

Finland

No country-specific provisions apply.

France

Terms and Conditions

Restricted Stock Units Not Tax-Qualified.  The Restricted Stock Units granted under this Award Agreement are not intended to qualify for special tax and social security treatment pursuant to Sections L. 225-197-1 to L 225-197-6 of the French Commercial Code, as amended.

Language Consent.  By accepting the Restricted Stock Units, the Participant confirms having read and understood the Plan and the Award Agreement, including all terms and conditions included therein, which were provided in the English language. The Participant accepts the terms of these documents accordingly.

En acceptant ces “Restricted Stock Units”, le Participant confirme avoir lu et compris le Plan et Accord de, incluant tous leurs termes et conditions, qui ont été transmis en langue anglaise. Le Participant accepte les dispositions de ces documents en connaissance de cause.

Foreign Asset/Account Reporting Information.  French residents holding cash or securities (including shares of Common Stock) outside of France or maintaining a foreign bank or brokerage accounts (including accounts opened or closed during the tax year) must declare such assets and accounts to the French tax authorities when filing an annual tax return. Failure to comply could trigger significant penalties.

Germany

Notifications

Exchange Control Information.  Cross-border payments in excess of EUR 12,500 must be reported monthly to the German Federal Bank.  If the Participant receives a payment in excess of this amount, the Participant is responsible for electronically reporting to the German Federal Bank by the fifth day of the month following the month in which the payment occurs.  The form of report (Allgemeines Meldeportal Statistik) can be accessed via the German Federal Bank’s website (www.bundesbank.de) and is available in both German and English.

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Foreign Asset/Account Reporting Information.   If the Participant’s acquisition of shares of Common Stock acquired under the Plan leads to a so-called qualified participation at any point during the calendar year, the Participant may need to report the acquisition when the Participant files his or her tax return for the relevant year.  A qualified participation is attained if (i) the Participant owns 1% or more of the Company and the value of the shares of Common Stock acquired exceeds EUR 150,000 or (ii) the Participant holds shares of Common Stock exceeding 10% of the Company’s total Common Stock.

Greece

No country-specific terms apply.

India

Notifications

Exchange Control Information.  The Participant understands that he or she must repatriate any proceeds from the sale of shares of Common Stock acquired under the Plan and any cash dividends to India and convert the proceeds into local currency within a reasonable time after receipt (i.e., 90 days from the sale of shares of Common Stock and 180 days from receipt of dividends, or within such time as prescribed under applicable Indian exchange control laws as may be amended from time to time).  The Participant will receive a foreign inward remittance certificate (“FIRC”) from the bank where the Participant deposits the foreign currency.  The Participant should retain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Service Recipient requests proof of repatriation.  It is the Participant’s responsibility to comply with applicable exchange control laws in India.

Foreign Asset/Account Reporting Information.  The Participant is required to declare foreign bank accounts and any foreign financial assets (including shares of Common Stock acquired under the Plan) in the Participant’s annual tax return.  It is the Participant’s responsibility to comply with this reporting obligation and the Participant should confer with the Participant’s personal tax advisor in this regard.

Ireland

Notifications

Director Notification Information.  If the Participant is a director, shadow director or secretary of an Irish Subsidiary and has a 1% or more shareholding interested in the Company, he or she must notify the Irish Subsidiary in writing upon receiving or disposing of an interest in the Company (e.g., Restricted Stock Units, shares of Common Stock) or upon becoming aware of the event giving rise to the notification requirement, or upon becoming a director, shadow director or secretary if such an interest exists at that time. This notification requirement also applies with respect to the interests of a spouse or minor child (whose interests will be attributed to the director, shadow director or secretary).

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Italy

Terms and Conditions

Plan Document Acknowledgement.In accepting the Awards, the Participant acknowledges that he or she has received a copy of the Plan, the Grant Notice and this Award Agreement and has reviewed the Plan, the Grant Notice and this Award Agreement, in their entirety and fully understands and accepts all provisions of the Plan, the Grant Notice and this Award Agreement.

The Participant further acknowledges that he or she has read and specifically and expressly approves the Grant Notice and the following sections of this Award Agreement: Section 1; Section 7; Section 11; Section 13; Section 15; Section 16; Section 17; Section 18; and Section 24.

Notifications

Foreign Asset/Account Reporting Information.If the Participant is an Italian resident and holds investments or financial assets outside of Italy (e.g., cash, shares of Common Stock) during any fiscal year which may generate income taxable in Italy, the Participant is required to report such investments or assets on his or her annual tax return for such fiscal year (on UNICO Form, RW Schedule, or on a special form if the Participant is not required to file a tax return).  These reporting obligations will also apply to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions.  The Participant should consult his or her personal advisor to ensure compliance with applicable reporting obligations.

Foreign Asset Tax.The value of financial assets held outside of Italy by individual residents of Italy is subject to a foreign asset tax.  The taxable amount will be the fair market value of the financial assets (e.g., shares of Common Stock) assessed at the end of the calendar year. The value of the financial assets held abroad must be reported in Form RM of the annual tax return.  The Participant should consult his or her personal tax advisor for additional information about the foreign financial assets tax.

Japan

Notifications

Exchange Control Information.  If the Participant acquires shares of Common Stock valued at more than  JPY 100 million in a single transaction, the Participant must file a Securities Acquisition Report with the Ministry of Finance through the Bank of Japan within 20 days of the acquisition of such shares of Common Stock.

Foreign Asset/Account Reporting Information.Details of any assets held outside of Japan (including shares of Common Stock acquired under the Plan) must be reported to the tax authorities on an annual basis as of December 31, to the extent such assets have a total net fair market value exceeding JPY 50,000,000. Such report is due by March 15 each year.  The Participant should consult with his or her personal tax advisor to determine if the reporting obligation applies to the Participant and whether the Participant will be required to include details of the Participant’s outstanding Restricted Stock Units, as well as shares of Common Stock, in the report.

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Netherlands

No country-specific terms apply.

Poland

Notifications

Foreign Asset/Account Reporting Information.Polish residents holding foreign securities (e.g., shares of Common Stock) and/or maintaining accounts abroad must report information to the National Bank of Poland on transactions and balances of the securities and cash deposited into such accounts if the value of such securities and cash (when combined with all other assets possessed abroad) exceeds PLN 7 million.  If required, the reports must be filed on a quarterly basis on special forms that are available on the website of the National Bank of Poland. Polish residents should consult with their personal tax advisor to determine their personal reporting obligations.

Exchange Control Information.  If a Polish resident transfers funds in excess of  EUR 15,000 (or PLN 15,000 if such transfer of funds is connected with the business activity of an entrepreneur) into Poland, the funds must be transferred via a Polish bank account or financial institution.  Polish residents are required to retain the documents connected with a foreign exchange transaction for a period of five years, as measured from the end of the year in which such transaction occurred.

Singapore

Terms and Conditions

Sale Restriction.  Shares of Common Stock acquired under the Plan may not be sold or otherwise offered for sale in Singapore prior to the six-month anniversary of the Date of Grant, unless such sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”) or pursuant to, and in accordance with the conditions of, any other applicable provision(s) of the SFA.

Notifications

Securities Law Information.  The grant of the Awards is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the SFA and is not made with a view to the shares of Common Stock acquired under the Plan being subsequently offered for sale to any other party.  The Plan has not been, and will  not be, lodged or registered as a prospectus with the Monetary Authority of Singapore.

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Chief Executive Officer and Director Notification Requirement.  Directors and the Chief Executive Officer (“CEO”) of a Singapore Subsidiary are subject to certain notification requirements under the Singapore Companies Act.  Directors and the CEO must notify the Singapore Subsidiary in writing of an interest (e.g., Restricted Stock Units, shares of Common Stock, etc.) in the Company or any related companies within two business days of (i) its acquisition or disposal, (ii) any change in a previously disclosed interest (e.g., when the shares of Common Stock are sold), or (iii) becoming a director / CEO.

South Africa

Terms and Conditions

Securities Law Information.  In compliance with South African securities laws, the Participant acknowledges that the documents listed below are available for the Participant’s review at the address listed below:

(a) the Company’s most recent annual financial statements: https://investors.irco.com/home/default.aspx

(b) the Company’s most recent Plan prospectus, which is available by logging into Ingersoll Rand Inc.’s equity plan portal at: NetBenefits.com;

The Participant acknowledges that he or she may have a copy of the above documents sent to the Participant, without fee, on written request to Ingersoll Rand Inc., ATTN: Andrew Schiesl, General Counsel, 800-A Beaty Street, Davidson, NC 28036, USA.

Responsibility for Taxes.  The following provision supplements Section 7 of the Award Agreement:

By accepting the Award, the Participant agrees that, immediately upon the vesting of the Restricted Stock Units, the Participant will notify the Service Recipient of the amount of any gain realized.  If the Participant fails to advise the Service Recipient of the gain realized upon the taxable event, the Participant may be liable for a fine.  The Participant will be solely responsible for paying any difference between the actual tax liability and the amount withheld.

Notifications

Exchange Control Information.  To participate in the Plan, the Participant must comply with exchange control regulations and rulings in South Africa.  Because the exchange control regulations are subject to change, the Participant  should consult his or her personal legal advisor prior to vesting in Restricted Stock Units to ensure compliance with applicable exchange control regulations.  The Participant is responsible for ensuring compliance with all exchange control laws in South Africa.

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South Korea

Notifications

Foreign Asset/Account Reporting Information.  If the Participant is a Korean resident, the Participant must declare all of his or her foreign financial accounts (e.g., non-Korean bank accounts, brokerage accounts, etc.) to the Korean tax authority and file a report with respect to such accounts if the value of such accounts exceeds KRW 500 million (or an equivalent amount in foreign currency).  The Participant should consult with his or her personal tax advisor to determine the Participant’s personal reporting obligations.

Spain

Terms and Conditions

Labor Law Acknowledgement.  In accepting the Awards, the Participant consents to participation in the Plan and acknowledges that the Participant has received a copy of the Plan.

The Participant understands that the Company has unilaterally, gratuitously and in its own discretion decided to grant Awards under the Plan to certain individuals who may be employees of the Company or a Subsidiary throughout the world.  The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or a Subsidiary, other than as set forth in this Award Agreement.  Consequently, the Participant understands that the Awards are granted on the assumption and condition that the Awards and any shares of Common Stock  acquired upon the vesting of the Restricted Stock Units are not a part of any employment contract (either with the Company or a Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation), or any other right whatsoever.  Further, the Participant understands that the Awards would not be granted to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken, or should any of the conditions not be met for any reason, any grant of or right to the Awards shall be null and void.

The Participant understands and agrees that, as a condition of the grant of the Awards, in the event of the Participant’s Termination for any reason other than the Participant’s death, Disability, Qualifying Termination or Approved Retirement as provided in the Grant Notice (including the reasons listed below) will automatically result in the loss of the Awards to the extent the Awards have not vested as of the date of the Participant’s Termination.  This will be the case, for example, even if (i) the Participant is considered to be unfairly dismissed without good cause (i.e., subject to a “despido improcedente”); (ii) the Participant is dismissed for disciplinary or objective reasons or due to a collective dismissal; (iii) the Participant terminates service due to a change of work location, duties or any other employment or contractual condition; (iv) the Participant terminates service due to a unilateral breach of the Participant’s contract by the Company or a Subsidiary; or (v) the Participant’s employment terminates for any other reason whatsoever.  Consequently, upon the Participant’s Termination for any of the above reasons, he or she may automatically lose any rights to the Awards that were not vested on the date of his or her Termination, as described in the Plan, the Grant Notice and this Award Agreement.

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Notifications

Exchange Control Information. To participate in the Plan, the Participant must declare the acquisition and sale of shares of Common Stock to the Dirección General de Comercio e Inversiones (“DGCI”) for statistical purposes.  The Participant also must declare the ownership of any shares of Common Stock with the DGCI each January while the shares of Common Stock are owned, unless the amount of shares of Common Stock acquired or sold exceeds the applicable threshold (currently EUR 1,502,530), or the Participant holds 10% or more of the share capital of the Company or other such amount that would entitle the Participant to join the Board, in which case the filing is due within one month after the sale.

In addition, the Participant may be required to electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign instruments (including shares of Common Stock acquired under the Plan), and any transactions with non-Spanish residents (including any payments for shares of Common Stock made pursuant to the Plan), depending on the balances in such accounts together with the value of such instruments as of December 31 of the relevant year, or the volume of transactions with non-Spanish residents during the relevant year.

Securities Law Information. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the grant of the Award.  This Award Agreement has not been nor will it be registered with the Comisión Nacional del Mercado de Valores, and does not constitute a public offering prospectus.

Foreign Asset/Account Reporting Information.   To the extent that the Participant holds assets (e.g., cash or shares of Common Stock held in a bank or brokerage account) outside of Spain with a value in excess of EUR 50,000 per type of right or asset as of December 31 each year (or at any time during the year in which Participant sells or disposes of such asset), the Participant is required to report information on such assets on his or her tax return for such year.  After such assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported assets increases by more than EUR 20,000.  The Participant should consult with his or her personal tax advisor to ensure compliance with applicable reporting requirements.

Sweden

Term and Conditions

Responsibility for Taxes.  The following provision supplements Section 7 of the Award Agreement:

Without limiting the Company’s and the Service Recipient’s authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 7 of the Award Agreement, in accepting the Restricted Stock Units, the Participant authorizes the Company and/or the Service Recipient to sell or withhold shares of Common Stock otherwise deliverable to the Participant upon vesting to satisfy Tax-Related Items, regardless of whether the Company and/or the Service Recipient have an obligation to withhold such Tax-Related Items.

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Switzerland

Notifications

Securities Law Information.  Neither this document nor any other materials relating to the Restricted Stock Units (i) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”), (ii) may be publicly distributed or otherwise made available in Switzerland to any person other than an employee of the Company, or (iii) has been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 of FinSA or any Swiss regulatory authority, including the Swiss Financial Market Supervisory Authority (FINMA).

United Arab Emirates

Notifications

Securities Law Information.The Awards granted under the Plan are being offered only to eligible employees of the Company, its Subsidiaries or the Service Recipient and is in the nature of providing equity incentives to eligible employees of the Company, its Subsidiaries or the Service Recipient.  Any documents related to the Awards, including the Plan, this Award Agreement and any other grant documents (“Award Documents”), are intended for distribution only to such eligible employees and must not be delivered to, or relied on by, any other person.

The United Arab Emirates securities or financial/economic authorities have no responsibility for reviewing or verifying any Award Documents and have not approved the Award Documents nor taken steps to verify the information set out in them, and thus, are not responsible for their content.

The Participant is aware that he or she should, as a prospective stockholder, conduct his or her own due diligence on the securities. The Participant acknowledges that if he or she does not understand the contents of the Award Documents, the Participant should consult an authorized financial advisor.

United Kingdom

Terms and Conditions

Form of Restricted Stock Unit Settlement.  The following provision supplements Section 3 of the Award Agreement:

Notwithstanding any discretion in Section 9 of the Plan, the Restricted Stock Units will be settled only in shares of Common Stock.

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Responsibility for Taxes.  The following provision supplements Section 7 of the Award Agreement:

The Participant agrees to be liable for any Tax-Related Items and hereby covenants to pay any such Tax-Related Items, as and when requested by the Company or, if different, the Service Recipient or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax or relevant authority).  The Participant also agrees to indemnify and keep indemnified the Company and, if different, the Service Recipient against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax or relevant authority) on the Participant’s behalf.

Notwithstanding the foregoing, if the Participant is a director or executive officer (within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply.  In such case, if the amount of any income tax due is not collected from or paid by the Participant within 90 days of the end of the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of any uncollected income tax may constitute an additional benefit to the Participant on which additional income tax and National Insurance Contributions (“NICs”) may be payable   The Participant acknowledges that the Company or the Service Recipient may recover any such additional income tax and national insurance contributions at any time thereafter by any of the means referred to in the Award Agreement.  However, the Participant is primarily responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime.

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EXHIBIT A

OFFER DOCUMENT

INGERSOLL RAND INC.

AMENDED AND RESTATED 2017 OMNIBUS INCENTIVE PLAN

OFFER OF RESTRICTED STOCK UNITS

TO AUSTRALIAN RESIDENT EMPLOYEES

Ingersoll Rand Inc. (the “Company”) is pleased to provide you with this offer to participate in its Amended and Restated 2017 Omnibus Incentive Plan (the “Plan”).  This offer sets out information regarding the grant of Restricted Stock Units (“Awards”) to Australian resident employees of the Company and any Subsidiary.  This Offer Document is provided by the Company to ensure compliance of the Plan with the Australian Securities and Investments Commission’s (“ASIC”) Class Order 14/1000 and relevant provisions of the Corporations Act 2001.

Capitalized terms used but not defined herein shall have the meaning provided in the Plan.

You are being provided with copies of and/or access to the following documents:

(a) Restricted Stock Unit Grant Notice;

(b) Award summary including award details: date of grant, number of shares granted, and specific details of vesting dates and %’s;

(c) the Global Award Agreement and the addendum attached thereto (the “Agreement”);

(d) the Plan;

(e) The Plan Prospectus (the “Prospectus”)

(collectively, the “Additional Documents”)

The Additional Documents provide further information to help you make an informed investment decision about participating in the Plan.  Neither the Plan nor the Prospectus is a prospectus for the purposes of the Corporations Act 2001.

You should not rely upon any oral statements made in relation to this offer.  You should rely only upon the statements contained in the Agreement and the Additional Documents when considering participation in the Plan.

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General Information

Securities Law Notification.  Investment in shares of Common Stock involves a degree of risk.  Participants who elect to participate in the Plan should monitor their participation and consider all risk factors relevant to the acquisition of shares of Common Stock under the Plan as set out in the Agreement and the Additional Documents.

The information contained in this offer is general information only.  It is not advice or information that takes into account your objectives, financial situation and needs.

You should consider obtaining your own financial product advice from an independent person who is licensed by ASIC to give advice about participation in the Plan.

Additional Risk Factors for Australian Residents.  You should have regard to risk factors relevant to investment in securities generally and, in particular, to the holding of shares of Common Stock.  For example, the price at which the shares of Common Stock are quoted on the New York Stock Exchange may increase or decrease due to a number of factors.  There is no guarantee that the price of the shares of Common Stock will increase.  Factors that may affect the price of the shares of Common Stock include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which the Company operates and general operational and business risks.

More information about potential factors that could affect the Company’s business and financial results is included in the Company’s Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K.  Copies of these reports are available at http://www.sec.gov/, on the Company’s “Investor Relations” page at https://investors.irco.com/home/default.aspx, and upon request to the Company.

In addition, you should be aware that the Australian dollar value of any shares of Common Stock acquired at vesting will be affected by the U.S. dollar/Australian dollar exchange rate.  Participation in the Plan involves certain risks related to fluctuations in this rate of exchange.

Common Stock.  Common stock of a U.S. corporation is analogous to ordinary shares of an Australian corporation.  Each holder of the Company’s Common Stock is entitled to one vote for every share of Common Stock.

Dividends may be paid on the shares of Common Stock out of any funds of the Company legally available for dividends at the discretion of the Board.

The shares of Common Stock are traded on the New York Stock Exchange (“NYSE”) in the United States of America under the symbol “IR”.

The shares of Common Stock are not liable to any further calls for payment of capital or for other assessment by the Company and have no sinking fund provisions, pre-emptive rights, conversion rights or redemption provisions.

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Ascertaining the Market Price of Shares.  You may ascertain the current market price of the shares of Common Stock as traded on the NYSE under the symbol “IR” at https://www.nyse.com/.   The Australian dollar equivalent of that price can be obtained at: http://www.rba.gov.au/statistics/frequency/exchange-rates.html.

This will not be a prediction of what the market price per share of Common Stock will be when the Restricted Stock Units vest.

Tax Notification

The following is a summary of the tax consequences as of March 2020 for an Australian resident Participant who receives Restricted Stock Units under the Plan.  This summary is necessarily general in nature and does not purport to be tax advice in relation to an actual or potential recipient of Awards.

If you are a citizen or resident of another country or are considered a citizen or resident of another country for local law purposes, or transfer employment and/or residence after you are granted Awards, the information contained in this summary may not be applicable to you.

If you intend to accept Awards under the Plan, then you should not rely on the summary as anything other than a broad guide and you should seek appropriate professional advice as to how the tax or other laws in Australia and in any other applicable country apply to your specific situation before making the decision to accept.

Taxation of the Awards

1. Australian Tax Consequences

(a) What is the effect of the grant of the Awards?

The Australian tax legislation contains specific rules, in Subdivision 83A-C of the Income Tax Assessment Act 1997, governing the taxation of shares and rights (called “ESS interests”) acquired by employees under employee share schemes.  The Awards granted under the Plan should be regarded as a right to acquire shares and accordingly, an ESS interest for these purposes.

Your assessable income includes the “discount” given in relation to the acquisition of the ESS interest at grant, unless the ESS interest is either subject to a real risk of forfeiture, or you are genuinely restricted from immediately disposing of the ESS interest and there is a statement in the grant materials that deferral is to apply, in which case you will be subject to deferred taxation.

The terms of your Awards are set out in the Plan and the Agreement.  Your Awards are non-transferable and the Agreement contains a statement that tax deferral is to apply.  Accordingly, you will be subject to deferred taxation (i.e., you generally should not be subject to tax when the Awards are granted to you).

You will be required to include an amount in your assessable income for the income year in which the earliest of the following events occurs in relation to your Awards (the “ESS deferred taxing point”):

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(i)             there are both no longer any genuine restrictions on the vesting of the Awards, or the underlying shares of Common Stock being disposed of, and there is no real risk of you forfeiting the Awards or underlying shares of Common Stock;

(ii)            you cease relevant employment (i.e., when you are no longer employed by the Company, your employer, or any member of the Company Group) to the extent you retain the Awards; or

(iii)          15 years from when the Awards were granted.

Generally, this means you will be subject to tax when the Awards are settled upon vesting, and the shares of Common Stock are no longer subject to any genuine restrictions on disposal.  However, the ESS deferred taxing point for the Awards will be moved to the time you sell the underlying shares of Common Stock if you sell the underlying shares of Common Stock within 30 days of the original ESS deferred taxing point.

(b) What is the amount that I must include in my assessable income if an ESS deferred taxing point occurs?

The amount you must include in your assessable income in the income year (i.e., the financial year ending 30 June) in which the ESS deferred taxing point occurs in relation to the Awards will be the difference between the “market value” of the underlying shares of Common Stock at the ESS deferred taxing point and the cost base of the Awards (which should be nil for the Restricted Stock Units because you do not pay anything to acquire the Restricted Stock Units or the underlying shares of Common Stock).

If, however, you sell the underlying shares of Common Stock in an arm’s length transaction within 30 days of the ESS deferred taxing point (i.e., typically within 30 days of vesting), the amount to be included in your assessable income in the income year in which the sale occurs will be equal to the difference between the sale proceeds and the cost base of the Awards (which should include any incremental costs you incur in connection with the sale, e.g., brokerage fees).

(c) What is the market value of the underlying shares of Common Stock?

The “market value” of the underlying shares of Common Stock at the ESS deferred taxing point is determined according to the ordinary meaning of “market value” expressed in Australian currency.  The Company will determine the market value in accordance with guidelines prepared by the Australian Tax Office.

The Company has the obligation to provide you with certain information about your participation in the Plan at certain times, including after the end of the income year in which the ESS deferred taxing point occurs.  This may assist you in determining the market value of the underlying shares of Common Stock at the ESS deferred taxing point.  However, this estimate may not be correct if you sell the shares of Common Stock within 30 days of the acquisition date, in which case it is your responsibility to report and pay the appropriate amount of tax based on the sale proceeds.

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(d) What happens if I cease employment before my Awards vest?

If you cease employment with the Company or any Subsidiary prior to the vesting date of some or all of the Awards and the Awards are forfeited, you may be treated as if you never acquired the forfeited Awards, in which case no amount will be included in your assessable income.

(e) What tax consequences will apply when I sell my shares of Common Stock?

You may also be subject to capital gains tax when you subsequently sell the shares of Common Stock (other than gains realized on the disposal of shares of Common Stock within 30 days after the original ESS deferred taxing point, in which case your treatment will be limited to the income tax consequences described above in paragraph 1(b)).

Provided you dispose of the shares of Common Stock in an arm’s length transaction,² you will be subject to capital gains tax to the extent that the sale proceeds exceed your cost base in the shares of Common Stock sold.  Your cost base in the shares of Common Stock will generally be equal to the market value of the shares of Common Stock at the ESS deferred taxing point (which will usually be the date you acquired the shares) plus any incremental costs you incur in connection with the sale (e.g., brokerage fees).

The amount of any capital gain you realize must be included in your assessable income for the year in which the shares of Common Stock are sold.  However, if you hold the shares of Common Stock for at least one year prior to selling (excluding the dates you acquired and sold the shares of Common Stock), you may be able to apply a discount to the amount of capital gain that you are required to include in your assessable income.  If this discount is available, you may calculate the amount of capital gain to be included in your assessable income by first subtracting all available capital losses from your capital gains and then multiplying each capital gain by the discount percentage of 50%.

If the sale proceeds are lower than your cost base in the shares of Common Stock sold (assuming the sale occurred in an arm’s length transaction), you will realize a capital loss.  Capital losses may be used to offset capital gains realized in the current tax year or in any subsequent tax year, but may not be used to offset other types of income (e.g., salary or wage income).

(f) What are the tax consequences if a dividend is paid on the shares?

If you continue to hold the shares of Common Stock, you may be entitled to receive dividends on the shares of Common Stock if the Board, in its discretion, declares a dividend.  Any dividends paid on shares of Common Stock must be included in your assessable income in the tax year they are received.  The dividends are also subject to U.S. federal withholding tax at source.  You may be entitled to a foreign tax offset against your Australian income tax for the U.S. federal income tax withheld on any dividends.

² If you sell your shares on the NYSE, this will generally be considered an arm’s length transaction.

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(g) What are the tax withholding and reporting obligations in relation to any income that I may realize pursuant to my participation in the Plan?

You will be responsible for reporting any income attributable to your Awards in your tax return and paying any tax liability.  It is also your responsibility to report and pay any Australian tax liability on any dividends received and/or any capital gains arising from the disposal of the shares of Common Stock that you acquire under the Plan.

Your employer will be required to withhold the tax due at the ESS deferred taxing point only if you have not provided your Tax File Number or Australian Business Number (as applicable) to your employer.

However, the Company must provide to you (generally, by no later than 14 July after the end of the income year) and the Commissioner of Taxation (generally, by no later than 14 August after the end of the income year) a statement containing certain information about your participation in the Plan in the income year in which the original ESS deferred taxing point occurs (typically, the year you acquire the shares), including an estimate of the market value of the underlying shares of Common Stock at the taxing point.  Please note that, if you sell the shares of Common Stock within 30 days of acquisition, your taxing point will not be at acquisition; as such, the amount reported by your employer may differ from your actual taxable amount (which would be based on the value of the shares of Common Stock when sold, not the acquisition date).  It is your responsibility to ensure that you complete your tax return properly.

2. United States Tax Consequences

Participants (who are not U.S. citizens or permanent residents) will not be subject to U.S. tax by reason only of the grant and vesting of the Awards, the acquisition of the shares of Common Stock or the sale of shares of Common Stock, except as described in the dividends section above.  However, liability for U.S. taxes may accrue if a Participant is otherwise subject to U.S. taxes.

The above is an indication only of the likely U.S. taxation consequences for Australian resident Participants granted Awards under the Plan.  Participants should seek their own advice as to the U.S. taxation consequences of Plan participation.

EX-10.16

Exhibit 10.16

OPTION GRANT NOTICE

UNDER THE

INGERSOLL RAND INC.

AMENDED AND RESTATED 2017 OMNIBUS INCENTIVE PLAN

Ingersoll Rand Inc. (the “Company”), pursuant to its Amended and Restated 2017 Omnibus Incentive Plan (the “Plan”), hereby grants to the Participant set forth below the number of Options (each Option representing the right to purchase one share of Common Stock) at an Exercise Price per share as set forth below. The Options are subject to all of the terms and conditions as set forth herein, in the Global Award Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

Participant:	[Participant Name]
Date of Grant:	[Grant Date]
Vesting Commencement Date:	[Vest From Date]
Number of Options:	[Number of Shares Granted]
Option Exercise Price:	[Grant Price]
Option Period Expiration Date:	Ten years from Date of Grant
Type of Option:	Nonqualified Stock Option
Vesting Schedule:	Provided the Participant has not undergone a Termination prior to the time of each applicable vesting date (or event), the Options shall become vested and exercisable as to 25% of the Options on each of the first, second, third and fourth anniversaries of the Vesting Commencement Date (each, a “Vesting Date”).
	In the event of the Participant’s Termination, all vesting with respect to the Options shall cease and all unvested Options shall be forfeited by the Participant for no consideration as of the date of such Termination; provided, that in the event of the Participant’s Qualifying Termination or Approved Retirement, the Options that would have vested on the first Vesting Date otherwise scheduled to occur immediately following the date of such Qualifying Termination or Approved Retirement shall vest as of the date of Qualifying Termination or Approved Retirement, as applicable; and provided further that in the event of the Participant’s death or Disability, the Options that would have vested on the first and second Vesting Date otherwise scheduled to occur immediately following the date of such death or Disability shall vest as of the date of death or Disability.  Notwithstanding the foregoing, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that would likely result in the  favorable treatment that applies to the Options if the Participant’s Termination occurs as a result of Participant’s Approved Retirement being deemed unlawful and/or discriminatory, the Company may determine that the Participant’s Retirement is no longer an Approved Retirement and the remaining provisions will govern.

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	Further, in the event of the Participant’s Qualifying Termination during the two-year period following a Change in Control, all unvested Options shall immediately vest as of the date of Qualifying Termination.
Definitions:	“Approved Retirement” means a Retirement that occurs following the Participant’s receipt of written confirmation by the Company that such Retirement will be designated as an “Approved Retirement” for purposes of the Plan.  The designation of an Approved Retirement shall be made by the Company in its sole discretion, and the Company’s determination as to whether a Retirement is an Approved Retirement shall be final and binding upon the Participant.
	“Cause” means the Participant’s (A) willful neglect in the performance of the Participant’s duties for the Service Recipient or willful or repeated failure or refusal to perform such duties; (B) engagement in conduct in connection with the Participant’s employment or service with the Service Recipient, which results in, or could reasonably be expected to result in, material harm to the business or reputation of the Company or any other member of the Company Group; (C) conviction of, or plea of guilty or no contest to, (I) any felony; or (II) any other crime that results in, or could reasonably be expected to result in, material harm to the business or reputation of the Company or any other member of the Company Group; (D) engaging in any act of moral turpitude, illegality or harassment, whether or not such act was committed in connection with the Participant’s services to the Company Group; (E) material violation of the Company’s Code of Conduct or any other written policies of the Company or the Service Recipient, including, but not limited to, those relating to sexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy of the Company or Service Recipient; (F) fraud or misappropriation, embezzlement or misuse of funds or property belonging to the Company or any other member of the Company Group; or (G) act of personal dishonesty that involves personal profit in connection with the Participant’s employment or service to the Service Recipient.

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“Detrimental Activity” means any of the following: (i) unauthorized disclosure of any confidential or proprietary information of any member of the Company Group; (ii) any activity that would be grounds to terminate the Participant’s employment or service with the Service Recipient for Cause; or (iii) a breach by the Participant of any restrictive covenant by which such Participant is bound, including, without limitation, the covenants attached to the Global Award Agreement as Appendix A.

“Qualifying Termination” means a Termination by the Company without Cause.

“Retirement” means the Participant’s Termination as a result of the Participant’s voluntary resignation on or after the date on which the Participant has reached age 62 and has completed at least 10 years of service with the Company Group.

*          *          *

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THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS OPTION GRANT NOTICE, THE GLOBAL AWARD AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF OPTIONS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS OPTION GRANT NOTICE, THE GLOBAL AWARD AGREEMENT AND THE PLAN.

INGERSOLL RAND INC.	PARTICIPANT1
	ELECTRONIC SIGNATURE
By:
Title:

[Participant Name]

[Participant ID]

End tag

¹ To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant’s signature hereof.

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GLOBAL AWARD AGREEMENT

UNDER THE

INGERSOLL RAND INC.

AMENDED AND RESTATED 2017 OMNIBUS INCENTIVE PLAN

Pursuant to the Option Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Global Award Agreement (this “Award Agreement”) and the Ingersoll Rand Inc. Amended and Restated 2017 Omnibus Incentive Plan (the “Plan”), Ingersoll Rand Inc. (the “Company”) and the Participant agree as follows.  Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.

1. Grant of Options.  Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant the number of Options provided in the Grant Notice (with each Option representing the right to purchase one share of Common Stock), at an Exercise Price per share as provided in the Grant Notice (Options also are referred to herein as “Awards”).  The Company may make one or more additional grants of Options to the Participant under this Award Agreement by providing the Participant with a new Grant Notice, which may also include any terms and conditions differing from this Award Agreement to the extent provided therein.  The Company reserves all rights with respect to the granting of additional Options hereunder and makes no implied promise to grant additional Options.

2. Vesting.  Subject to the conditions contained herein and the Plan, the Options shall vest as provided in the Grant Notice.

3. Exercise and Vesting of Options Following Termination. In the event of Participant’s Termination (a) by the Company for Cause, all outstanding Options granted pursuant to the Grant Notice shall immediately terminate and expire; (b) due to death or Disability, each outstanding unvested Option granted pursuant to the Grant Notice (after taking into account any accelerated vesting described in the Vesting Schedule of the Grant Notice) shall immediately terminate and expire and each outstanding vested Option shall remain exercisable for one year thereafter (but in no event beyond the expiration of the Option Period); and (c) for any reason other than as set forth in this Section 3, each outstanding unvested Option granted pursuant to this Grant Notice (after taking into account any accelerated vesting described in the Vesting Schedule of the Grant Notice) shall immediately terminate and expire and each outstanding vested Option shall remain exercisable for 90 days thereafter (but in no event beyond the expiration of the Option Period).

4. Method of Exercising Options. The Options may be exercised by the delivery of notice of the number of Options that are being exercised accompanied by payment in full of the Exercise Price applicable to the Options so exercised.  Such notice shall be delivered either (x) in writing to the Company at its principal office or at such other address as may be established by the Committee, to the attention of the Company Secretary; or (y) to a third-party plan administrator as may be arranged for by the Company or the Committee from time to time for purposes of the administration of outstanding Options under the Plan, in the case of either (x) or (y), as communicated to the Participant by the Company from time to time.  Payment of the aggregate Exercise Price may be made using any of the methods described in Section 7(d)(i) or (ii)(B) of the Plan; provided, that the Participant shall obtain written consent from the Company prior to the use of the method described in Section 7(d)(ii)(A) or (C) of the Plan.

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5. Issuance of Shares Upon Exercise of Options.  Following the exercise of an Option hereunder, as promptly as practical after receipt of such notification and full payment of such Exercise Price and any required income or other tax withholding amount (as provided in Section 9 hereof), the Company shall issue or transfer, or cause such issue or transfer, to the Participant the number of shares with respect to which the Options have been so exercised, and shall either (a) deliver, or cause to be delivered, to the Participant a certificate or certificates therefor, registered in the Participant’s name or (b) cause such shares to be credited to the Participant’s account at the third-party plan administrator.

6. Company; Participant.

(a) The term “Company” as used in this Award Agreement with reference to employment shall include the Company and its Subsidiaries.

(b) Whenever the word “Participant” is used in any provision of this Award Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the Options may be transferred by will or by the laws of descent and distribution, the word “Participant” shall be deemed to include such person or persons.

7. Non-Transferability. The Options are not transferable by the Participant except to Permitted Transferees in accordance with applicable laws and Section 14(b) of the Plan.  Except as otherwise provided herein, no assignment or transfer of the Options, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Options shall terminate and become of no further effect.

8. No Rights as Stockholder. The Participant or a Permitted Transferee of the Options shall have no rights as a stockholder with respect to any share of Common Stock covered by an Option until the Participant or the Permitted Transferee shall have become the holder of record or the beneficial owner of such Common Stock, and no adjustment shall be made for dividends or distributions or other rights in respect of such share of Common Stock for which the record date is prior to the date upon which the Participant or the Permitted Transferee shall become the holder of record or the beneficial owner thereof.

9. Tax Withholding.

(a)           The Participant shall be required to pay to the Company an amount equal to the amount of any income, employment and/or other applicable taxes that are statutorily required to be withheld in respect of the Options (the “Tax Obligation”), payable, at the Participant’s election, either (x) in cash (by check or wire transfer) or (y) if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless settlement” pursuant to which the Company is delivered (including telephonically to the extent permitted by the Company) a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise issuable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Tax Obligation. Alternatively, the Company may elect, in its sole discretion, to satisfy this requirement by withholding such amount from any cash compensation or other cash amounts owing to the Participant.

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(b)           Without limiting the foregoing, the Company may (but is not obligated to), in its sole discretion, permit or require the Participant to satisfy, all or any portion of the minimum income, employment and/or other applicable taxes that are statutorily required to be withheld with respect to the Options by (i) the delivery of the shares of Common Stock (which are not subject to any pledge or other security interest) that have been both held by the Participant and vested for at least six (6) months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment under applicable accounting standards) having an aggregate Fair Market Value equal to such minimum statutorily required withholding liability (or portion thereof); or (ii) having the Company withhold from the shares of Common Stock otherwise issuable or deliverable to, or that would otherwise be retained by, the Participant upon the grant, exercise, vesting or settlement of the Award, as applicable, a number of shares of Common Stock with an aggregate Fair Market Value equal to an amount, subject to clause (c) below, not in excess of such minimum statutorily required withholding liability (or portion thereof).

(c)           The Company, subject to its having considered the applicable accounting impact of any such determination, has full discretion to allow the Participant to satisfy, in whole or in part, any additional income, employment and/or other applicable taxes payable by them with respect to the Options by electing to have the Company withhold from the shares of Common Stock otherwise issuable or deliverable to, or that would otherwise be retained by, the Participant upon the grant, exercise, vesting or settlement of the Options, as applicable, shares of Common Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding liability (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in the Participant’s relevant tax jurisdiction), in which case, the Participant may receive a refund in cash of any amount withheld that exceeds the amount remitted to the applicable tax authorities and will have no entitlement to the equivalent in shares of Common Stock or to any interest on such over-withheld amount.

(d)           The Participant acknowledges that, regardless of any action taken by the Company, or, if different, the Service Recipient, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (the “Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Service Recipient.  The Participant further acknowledges that the Company and/or the Service Recipient (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspects of the Awards, including but not limited to, the grant, exercise, vesting or settlement of the Award, as applicable, the subsequent sale of shares of Common Stock acquired under the Plan and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Awards to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result.  Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Service Recipient may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

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(e)           Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Service Recipient to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Service Recipient, or their respective agents, at their discretion, to satisfy any obligations with regard to all Tax-Related Items by any of the means set forth herein.

(f)            If the obligations for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Participant is deemed to have been issued the full number of shares of Common Stock, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items.  The Company may refuse to issue or deliver the shares of Common Stock or proceeds from the sale of shares of Common Stock if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

10. Notice.  Every notice or other communication relating to this Award Agreement between the Company and the Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided that, unless and until some other address be so designated, all notices or communications by the Participant to the Company shall be mailed or delivered to the Company at its principal executive office, to the attention of the Company Secretary, and all notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed to the Participant at the Participant’s last known address, as reflected in the Company’s records.  Notwithstanding the above, all notices and communications between the Participant and any third-party plan administrator shall be mailed, delivered, transmitted or sent in accordance with the procedures established by such third-party plan administrator and communicated to the Participant from time to time.

11. No Right to Continued Service.  This Award Agreement does not confer upon the Participant any right to continue as an employee or service provider to the Company.

12. Binding Effect.  This Award Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.

13. Waiver and Amendments.  Except as otherwise set forth in Section 13 of the Plan, any waiver, alteration, amendment or modification of any of the terms of this Award Agreement shall be valid only if made in writing and signed by the parties hereto; provided, however, that any such waiver, alteration, amendment or modification is consented to on the Company’s behalf by the Committee.  No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.

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14. Restrictive Covenants; Clawback/Forfeiture.

(a)           Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees, in his capacity as an equity (and/or equity-based Award) holder in the Company, to the provisions of Appendix A to this Award Agreement (the “Restrictive Covenants”). The Options granted hereunder shall be subject to Participant’s continued compliance with such restrictions.  For the avoidance of doubt, the Restrictive Covenants contained in this Award Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between the Participant and the Company or any of its Affiliates.

(b)           Notwithstanding anything to the contrary contained herein or in the Plan, if the Participant has engaged in or engages in any Detrimental Activity, then the Committee may, in its sole discretion, take actions permitted under the Plan, including: (i) cancel the Options; or (ii) require that the Participant forfeit any gain realized on the exercise of the Options or the disposition of any shares of Common Stock received upon the exercise of the Options, and repay such gain to the Company. In addition, if the Participant receives any amount in excess of what the Participant should have received under the terms of this Award Agreement for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), the Participant shall be required to repay any such excess amount to the Company. Without limiting the foregoing, all Options shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law.

15. Nature of Grant. In accepting the Awards, the Participant acknowledges, understands and agrees that:

(a)           the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time;

(b)           the grant of the Awards is exceptional, voluntary and occasional and does not create any contractual or other right to receive any future awards, or benefits in lieu of awards, even if awards have been granted in the past;

(c)           all decisions with respect to future awards, if any, will be at the sole discretion of the Company;

(d)           the Participant is voluntarily participating in the Plan;

(e)           the Awards, any shares of Common Stock acquired under the Plan and the income from and value of same, are not intended to replace any pension rights or compensation;

(f)            the Awards, any shares of Common Stock acquired under the Plan and the income from and value of same, are not part of normal or expected compensation or salary for any purposes, including but not limited to calculating any severance, resignation, termination, redundancy, dismissal end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

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(g)           unless otherwise agreed with the Company in writing, the Awards and any shares of Common Stock acquired under the Plan, and the income from and value of same, are not granted in consideration for, or in connection with, the service the Participant may provide as an officer or director of a Subsidiary;

(h)           the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;

(i)            the Options will not have value if the underlying shares of Common Stock do not increase in value, and if the Participant exercises the Option and acquires shares of Common Stock, the value of such shares of Common Stock may increase or decrease, even below the Exercise Price;

(j)            no claim or entitlement to compensation or damages shall arise from forfeiture of the Participant’s Awards resulting from Participant’s Termination (for any reason whatsoever and whether or not in breach of local labor laws);

(k)           for purposes of the Awards, a Termination will be deemed to have occurred as of the date the Participant is no longer providing services to the Company or any Subsidiary (regardless of the reason for such termination and whether or not later found to be invalid or in breach of labor laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any).  Unless otherwise determined by the Committee, the Participant’s right to vest in the Award will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under labor laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); and the period (if applicable) during which Participant may exercise an Option after Termination will commence as of such date and will not be extended by any notice period mandated under labor laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any.  The Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Awards (including whether the Participant may still be considered to be providing services while on a leave of absence); and

(l)            neither the Company, the Service Recipient nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Awards or any amounts due to the Participant pursuant to the settlement of the Awards or subsequent sale of shares of Common Stock acquired under the Plan.

16. Data Privacy Provisions Applicable to Participants Outside the United  Kingdom, European Union & the European Economic Area.

(a)  The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Award Agreement and any other grant materials by and among, as applicable, the Service Recipient, the Company and any Affiliate for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

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(b)  The Participant understands that the Company and the Service Recipient may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, email address and telephone number, date of birth, passport number, social insurance number or other identification number (e.g., resident registration number), salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all Awards or any other entitlement to shares of Common Stock or equivalent benefits awarded, purchased, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).

(c)  The Participant understands that Data may be transferred to Fidelity Stock Plan Services, LLC, an independent service provider (the “Service Provider”), or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country.

(d)  The Participant understands that he or she may request a list with the names and addresses of any potential recipients of Data by contacting his or her local human resources representative. The Participant authorizes the Company, the Service Provider and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan.

(e)   The Participant understands that he or she may, at any time, view Data, request information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke his or her consent, the Participant’s employment status or service with the Service Recipient will not be affected; the only consequence of refusing or withdrawing consent is that the Company would not be able to grant the Options or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing his or her consent may affect his or her ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative.

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17.          Data Privacy Notification for Participants in the United Kingdom, European Union & the European Economic Area.  This section 17 does not form part of the Participant’s contractual terms: it is an explanatory notice only.

(a)  The Company, its Subsidiaries and Affiliates will collect, use and transfer, as described in this Award Agreement, the Participant’s Personal Data for implementing, administering and managing the Participant’s participation in the Plan. The lawful bases relied on under data protection laws to do this are: to perform the contract in place with the Participant, and the legitimate interests of the Company to develop its business.

(b)  The Company and the Service Recipient hold Personal Data about the Participant, including but not limited to the Participant’s name, home address and telephone number, email address, date of birth, national insurance number, passport number or similar identification details, salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all entitlement to shares of Common Stock awarded, cancelled, exercised, vested, unvested or outstanding in the Participant’s favor (“Personal Data”). This information needs to be held to implement, administer and manage the Participant’s participation in the Plan.

(c)  The Participant’s Personal Data will be kept secure and will only be retained for as long as necessary to implement, administer and manage the Participant’s participation in the Plan. If the Participant does not provide us with the Personal Data we need, then we will not be able to administer the Participant’s Options or the Participant’s participation in the Plan.

(d)  The Participant may, at any time and without cost, contact Data.Privacy@gardnerdenver.com to enforce the Participant’s rights under the data protection laws in the Participant’s country, which may include the right to: (i) request access or copies of Personal Data subject to processing; (ii) request rectification of incorrect Personal Data; (iii) request deletion of Personal Data; (iv) request restriction on processing of Personal Data; (v) request portability of Personal Data; (vi) lodge complaints with competent authorities in the Participant’s country; and/or (vii) request a list with the names and addresses of any potential recipients of the Participant’s Personal Data.

(e)  The Company will need to transfer the Participant’s Personal Data to Service Provider, which is located in the United States, and other third parties selected by the Company, which are assisting with the implementation, administration and management of the Plan. These other third parties are likely to be  brokers and the organizations with whom the Participant chooses to deposit any shares of Common Stock acquired upon exercise of the Options.

(f)   These recipients, which may receive, use, retain and transfer the Participant’s Personal Data, may be located outside the United Kingdom and the European Economic Area (e.g., the United States), and may have different data privacy laws and protections than Participant’s country. When transferring the Participant’s Personal Data to these recipients, the Company ensures that each transfer takes place in accordance with data protection law, and that it provides appropriate safeguards for the Participant’s Personal Data wherever possible. The Participant can request a copy of the approach and safeguards used for each specific transfer of the Participant’s data by contacting Data.Privacy@gardnerdenver.com.

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18. Country-Specific Provisions. Notwithstanding any provisions in this Award Agreement, the Awards shall be subject to any additional terms and conditions set forth in the Addendum for the Participant’s country.  If the Participant relocates to one of the countries included in the Addendum, the terms and conditions for such country will apply to the Participant to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.

19. Language. By electing to accept this Award Agreement, the Participant acknowledges that he or she is sufficiently proficient in English, or has consulted with an advisor who is sufficiently proficient in English so as to allow the Participant, to understand the terms and conditions of this Award Agreement. If the Participant has received this Award Agreement or any other documentation related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

20. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Awards and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is  necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

21. Insider Trading/Market-Abuse Laws. The Participant may be subject to insider trading restrictions and/or market abuse laws based on the exchange on which the shares of Common Stock are listed and in applicable jurisdictions, including the Participant’s country and the designated broker’s country, which may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of the shares of Common Stock, rights to the shares of Common Stock (i.e., Options) or rights linked to the value of the shares of Common Stock under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions).  Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before possessing inside information.  Furthermore, the Participant may be prohibited from (i) disclosing inside information to any third party, including fellow employees  and (ii) “tipping” third parties or causing them to otherwise buy or sell securities.  Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant acknowledges that it is the Participant’s responsibility to comply with any applicable restrictions and the Participant should speak with the Participant’s personal advisor on this matter.

22. Foreign Asset/Account Reporting Requirements and Exchange Controls. The Participant acknowledges that the Participant’s country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect the Participant’s ability to acquire or hold shares of Common Stock acquired under the Plan or cash received from participating in the Plan in a brokerage or bank account outside the Participant’s country.  The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in the Participant’s country.  The Participant also may be required to repatriate sale proceeds or other funds received as a result of the Participant’s participation in the Plan to the Participant’s country through a designated bank or broker within a certain time after receipt.  The Participant acknowledges that it is the Participant’s responsibility to be compliant with such regulations, and the Participant should consult the Participant’s personal legal advisor for any details.

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23. Severability. The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

24. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan or Participant’s acquisition or sale of shares of Common Stock. The Participant understands and agrees that the Participant should consult with his or her own personal legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.

25. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means.  The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.  Further, the parties hereto shall be entitled to rely on delivery of a facsimile or other electronic copy of this Award Agreement, and delivery by either party of such facsimile or electronic copy shall be legally effective to create a valid and binding agreement between the parties in accordance with the terms hereof.

26. Governing Law and Venue. This Award Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof.  Notwithstanding anything contained in this Award Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Award Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware.

27. Plan. The terms and provisions of the Plan are incorporated herein by reference.  In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Award Agreement (including the Grant Notice), the Plan shall govern and control.

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Appendix A

Restrictive Covenants

1. Non-Competition; Non-Solicitation; Non-Disparagement.

(a)           Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows:

(i)          During Participant’s employment with the Company or its Subsidiaries (the “Employment Term”) and for a period of one year following the date Participant ceases to be employed by the Company or its Subsidiaries (the “Restricted Period”), Participant will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company during the one-year period preceding Participant’s termination of employment.

(ii)         During the Restricted Period, Participant will not directly or indirectly:

(A)          engage in the Business in any geographical area where the Restricted Group engages in the Business;

(B)          enter the employ of, or render any services to any Person engaged in the Business, except where such employment or services do not relate in any manner to the Business;

(C)          acquire a financial interest in, or otherwise become actively involved with, any Person engaged in the Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or

(D)          intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.

(iii)        Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person.

(iv)        During the Employment Term and for a period of one year from the date Participant ceases to be employed by the Company or its Subsidiaries, Participant will not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:

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(A)          solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group;

(B)          hire any employee who was employed by the Restricted Group as of the date of Participant’s termination of employment with the Company or who left the employment of the Restricted Group coincident with, or within one year prior to or after, the termination of Participant’s employment with the Company; or

(C)          encourage any consultant or independent contractor of the Restricted Group to cease working with the Restricted Group.

(v)         For purposes of this Appendix A:

(A)          “Business” shall mean the business of the design, manufacture, distribution and marketing of air and gas compressors, blowers, pumps and fluid transfer systems and related activities, and any other business activity in which the Company and its subsidiaries may, after the date of this Agreement, become engaged, or take substantial steps to engage.

(B)          “Restricted Group” shall mean, collectively, the Company and its Subsidiaries and, to the extent engaged in the Business, their respective Affiliates.

(b)           Non-Disparagement. Participant will not at any time (whether during or after Participant’s Employment Term) make public statements or public comments intended to be (or having the effect of being) of defamatory or disparaging nature regarding (including any statements or comments likely to be harmful to the business, business reputation or personal reputation of) the Company or any of its Subsidiaries or Affiliates or any of their respective businesses, shareholders, members, partners, employees, agents, officers, directors or contractors (it being understood that comments made in Participant’s good faith performance of his duties hereunder shall not be deemed disparaging or defamatory for purposes of this paragraph); provided that the Participant shall be permitted to make truthful disclosures that are required by applicable law, regulations or order of a court or government agency.

(c)           It is expressly understood and agreed that although Participant and the Company consider the restrictions contained in this Section 1 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Appendix A is an unenforceable restriction against Participant, the provisions of this Appendix A shall not be rendered void but shall be deemed amended to apply as to such maximum time and terri-tory and to such maximum extent as such court may judicially determine or indicate to be enforceable.  Alternatively, if any court of competent jurisdiction finds that any restric-tion contained in this Appendix A is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

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(d)           The period of time during which the provisions of Section 1(a) shall be in effect shall be extended by the length of time during which Participant is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

(e)           The provisions of Section 1 hereof shall survive the termination of Participant’s employment for any reason, including but not limited to, any termination other than for Cause (except as otherwise set forth in Section 1 hereof).

(f)           The provisions of Section 1(a)(i), (ii), (iii) and (iv)(B) hereof shall not apply if Participant’s principal place of employment is in the state of California.

2. Confidentiality; Intellectual Property.

(a)           Confidentiality.

(i)          Participant will not at any time (whether during or after Participant’s Employment Term) (x) retain or use for the benefit, purposes or account of Participant or any other Person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company (other than its professional advisors who are bound by confidentiality obligations or otherwise in performance of Participant’s duties under Participant’s employment and pursuant to customary industry practice), any non-public, proprietary or confidential information—including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals—concerning the past, current or future business, activities and operations of the Company, its Subsidiaries or Affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (“Confidential Information”) without the prior written authorization of the Board.

(ii)         “Confidential Information” shall not include any information that is (a) generally known to the industry or the public other than as a result of Participant’s breach of this covenant; (b) made legitimately available to Participant by a third party without breach of any confidentiality obligation of which Participant has knowledge; or (c) required by law to be disclosed; provided that with respect to subsection (c) Participant shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment.

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(iii)        Except as required by law, Participant will not disclose to anyone, other than Participant’s family (it being understood that, in this Agreement, the term “family” refers to Participant, Participant’s spouse, children, parents and spouse’s parents) and advisors, the existence or contents of this Agreement; provided that Participant may disclose to any prospective future employer the provisions of this Appendix A.  This Section 2(a)(iii) shall terminate if the Company publicly discloses a copy of this Agreement (or, if the Company publicly discloses summaries or excerpts of this Agreement) to the extent so disclosed.

(iv)        Upon termination of Participant’s employment with the Company for any reason, Participant shall (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company, its Subsidiaries or Affiliates and (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Participant’s possession or control (including any of the foregoing stored or located in Participant’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information, except that Participant may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information.

(b)           Intellectual Property.

(i)          If Participant has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with third parties, prior to Participant’s employment by the Company, that are relevant to or implicated by such employment (“Prior Works”), Participant hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company’s current and future business.

(ii)         If Participant creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during Participant’s employment by the Company and within the scope of such employment and with the use of any Company resources (“Company Works”), Participant shall promptly and fully disclose same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.

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(iii)        Participant shall take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works.  If the Company is unable for any other reason, after reasonable attempt, to secure Participant’s signature on any document for this purpose, then Participant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Participant’s agent and attorney in fact, to act for and in Participant’s behalf and stead to execute any documents and to do all other lawfully permitted acts required in connection with the foregoing.

(iv)        Participant shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party.  Participant shall comply with all relevant policies and guidelines of the Company that are from time to time previously disclosed to Participant, including regarding the protection of Confidential Information and intellectual property and potential conflicts of interest.  Participant acknowledges that the Company may amend any such policies and guidelines from time to time, and that Participant remains at all times bound by their most current version from time to time previously disclosed to Participant.

(v)         The provisions of Section 2 hereof shall survive the termination of Participant’s employment for any reason (except as otherwise set forth in Section 2(a)(iii) hereof).

20

ADDENDUM

COUNTRY-SPECIFIC PROVISIONS

Terms and Conditions

This Addendum includes additional terms and conditions that govern the Awards granted to the Participant under the Plan if the Participant works and/or resides in one of the countries listed below.  Capitalized terms used but not defined in this Addendum have the meanings set forth in the Plan and/or the Award Agreement.

If the Participant is a citizen or resident of a country other than the one in which the Participant is currently working and/or residing, is considered a resident of another country for local law purposes or transfers employment and/or residency between countries after the Date of Grant, the Company shall, in its sole discretion, determine to what extent the terms and conditions contained herein apply to the Participant under these circumstances.

Notifications

This Addendum also includes information regarding securities laws, exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan.  The information is based on the securities, exchange control and other laws in effect in the respective countries as of March 2020.  Such laws are often complex and change frequently.  As a result, the Company strongly recommends that the Participant not rely on the information noted herein as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time the Options are exercised or the shares of Common Stock acquired under the Plan are sold.

In addition, the information is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of any particular result.  Accordingly, the Participant should seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to his or her situation.

Finally, if the Participant is a citizen or resident of a country other than the one in which the  Participant is currently working and/or residing, is considered a resident of another country for local law purposes or transfers employment and/or residency between countries after the Date of Grant, the information contained herein may not be applicable in the same manner to the Participant.

21

Australia

Terms and Conditions

Australia Offer Document.  The Options are intended to comply with the provisions of the Corporations Act 2001, Australia Securities and Investment Commission (“ASIC”) Regulatory Guide 49 and ASIC Class Order CO 14/1000.  Additional details are set forth in the Offer Document, which has been included as Exhibit A to this Addendum.

Notifications

Tax Information.  Subdivision 83A-C of the Income Tax Assessment Act 1997 applies to the Awards granted in accordance with the terms and conditions of the Grant Notice, the Plan and this Award Agreement (subject to the requirements of the Income Tax Assessment Act 1997).

Exchange Control Information.  Exchange control reporting is required for cash transactions exceeding AUD 10,000 and international fund transfers.  If an Australian bank is assisting the Participant with the transaction, the bank will file the report on the Participant’s behalf.  If there is no Australian bank involved in the transfer, the Participant will be required to file the report.

Belgium

Terms and Conditions

Acceptance of Option.  The timing of taxation of the Options depends on whether they are accepted (i) within 60 days of the offer (for taxation at offer) or (ii) more than 60 days after the offer (for taxation at exercise). The Participant should consult his or her personal tax advisor with respect to the Options before taking any action.

Acknowledgement and Acceptance [within 120 days].  In addition to accepting the Options electronically, the Participant must sign and return the attached form regarding acceptance of the Options.

Notifications

Foreign Asset/Account Reporting Information. Belgian residents are required to provide the National Bank of Belgium with the account details of any foreign accounts (including the account number, bank name and country in which any such account was opened). This report, as well as additional information on how to complete it, can be found on the website of the National Bank of Belgium, www.nbb.be, under the Kredietcentrales / Centrales des crédits caption. Belgian residents should consult with their personal advisors to determine their reporting obligations.

Stock Exchange Tax.  A stock exchange tax applies to transactions executed by a Belgian resident through a financial intermediary, such as a bank or broker. If the transaction is conducted through a Belgian financial intermediary, it may withhold the stock exchange tax, but if the transaction is conducted through a non-Belgian financial intermediary, the Belgian resident may need to report and pay the stock exchange tax directly. The stock exchange tax likely will apply when shares of Common Stock acquired under the Plan are sold, including pursuant to a cashless sell-to-cover or cashless sell-all exercise of options.  Belgian residents should consult with a personal tax or financial advisor for additional details on their obligations with respect to the stock exchange tax.

22

2020 Stock Option Toekenning

Toekenningsdatum:	XX March, 2020
Aanvaardingslimiet:	[+ 60 days]
Annuleringsdatum:	[+120 days]
1e uitoefendatum:	1 Januari, 2024

Gelieve éénoptie aan te tikken:

1.          AANVAARDING VAN AANDELENOPTIES BINNEN 60 DAGEN

 Ik aanvaard de toekenning van de aandelenopties (“stock options”) die me werden aangeboden op de toekenningsdatum.

Ik begrijp en aanvaard dat ik - door het tekenen van dit formulier en het binnen 60 dagen na toekenning, ttz vóór of op de aanvaardingslimiet, aan Global Compensation (lucas.cramsey@gardnerdenver.com) te doen toekomen - Belgische loonbelasting^(*) zal betalen op 23% van de waarde van de onderliggende aandelen op de datum van toekenning.

OF:

2.          AANVAARDING VAN AANDELENOPTIES BINNEN 60 DAGEN MET VERBINTENIS

Ik aanvaard de toekenning van deaandelenopties (“stock options”) die me werden aangeboden op de toekenningsdatum.

Ik begrijp en aanvaard dat ik - door het tekenen van dit formulier en het binnen 60 dagen na toekenning, ttz vóór of op de aanvaardingslimiet, aan Global Compensation (lucas.cramsey@gardnerdenver.com) te doen toekomen - Belgische loonbelasting^(*) zal betalen met betrekking tot de aandelenopties op de datum van toekenning.

Verder bevestig ik hierbij dat ik de aandelenopties niet zal uitoefenen vóór de 1^e uitoefendatum noch de aandelenopties zal overdragen. Deze toezegging wordt gedaan, verwijzend naar artikel 43 van de wet van 26 Maart 1999, met het oog op het toepassen van een verminderde belastbare waarde van 11.5% van de waarde van de onderliggende aandelen op het moment van toekenning.

OF:

3.          AANVAARDING VAN AANDELENOPTIES BINNEN 61 - 120 DAGEN

Ik bevestig een toekenning te hebben ontvangen van aandelenopties (“stock options”) die me werden aangeboden op de toekenningsdatum .

Ik werd ervan op de hoogte gesteld dat indien ik de aanvaardingsbrief zou ondertekenen vóór of op de aanvaardingslimiet, ik met betrekking tot de aandelenopties belast zou worden op het moment van de toekenning en dit op basis van 23% of 11.5% van de waarde van de onderliggende aandelen, afhankelijk van mijn niet dan wel akkoord gaan om de aandelenopties niet uit te kunnen uitoefenen vóór de 1^e uitoefendatum en mijn niet dan wel akkoord gaan om de aandelenopties niet te kunnen overdragen. Ik begrijp dat zelfs indien ik niet akkoord ga om de aandelenopties niet over te dragen overeenkomstig dit document, de aandelenopties onderworpen zjin aan enige andere overdrachtsbeperking uiteengezet in het Ingersoll Rand Inc. Amended and Restated Omnibus Incentive Plan van 2017.

23

Ik begrijp en aanvaard dat - door het tekenen van dit formulier en het aan Global Compensation (lucas.cramsey@gardnerdenver.com) te doen toekomen na de aanvaardingslimiet - het toegekende voordeel niet op het moment van toekenning belastbaar is, maar, krachtens de op het moment van toekenning in voege zijnde praktijk van de Belgische belastingautoriteiten, belastbaar wordt op het moment van uitoefening van de aandelenopties.^(*) Het belastbaar voordeel zal berekend worden op basis van het verschil tussen de “Fair Market Value” van de aandelen op het moment van uitoefening en de uitoefenprijs.

Ik begrijp en aanvaard dat indien ik dit formulier niet onderteken en terugbezorg aan Global Compensation vóór de Annuleringsdatum, de toekenning van aandelenopties kan worden geannuleerd.

Naam:
Handtekening:
	Datum:

^(*) In alle drie gevallen zal het belastbaar voordeel worden belast aan uw marginale belastingvoet. De Vennootschap is van mening dat, onder de huidige wetgeving, feiten en omstandigheden, dit voordeel – op datum van dit schrijven - niet onderworpen is aan Belgische sociale zekerheidsbijdragen.

De Vennootschap geeft géén belasting advies. U bent verantwoordelijk om zonodig onafhankelijk belasting advies in te winnen.

24

(FYI only: translation of official Dutch version)

2020 Stock Option Award

Award Date:	March __, 2020
Acceptance Limit:	[+ 60 days]
Cancellation Date:	[+ 120 days]
1st Exercise Date:	January 1, 2024

Please tick ONEoption

1.          ACCEPTANCE OF STOCK OPTIONS WITHIN 60 DAYS

 I acceptthe award of Stock Options offered to me on the Award Date.

I understand and accept that - as a result of signing this letter within 60 days of the Award Date, i.e., on or before the Acceptance Limit, and returning it to Global Compensation (lucas.cramsey@gardnerdenver.com)  - I will be subject to Belgian income tax^(*) on 23% of the value of the Shares underlying my award at the time of grant.

OR

2.          ACCEPTANCE OF STOCK OPTIONS WITHIN 60 DAYS WITH UNDERTAKING

I acceptthe award of Stock Options offered to me on the Award Date.

I understand and accept that - as a result of signing this letter within 60 days of the Award Date, i.e., on or before the Acceptance Limit, and returning it to Global Compensation (lucas.cramsey@gardnerdenver.com)  - I will be subject to Belgian income tax^(*) with respect to the Stock Options at the time of grant.

I hereby confirm that I shall not exercise the Stock Options before the 1^st Exercise Date nor transfer the Stock Options. This undertaking is made pursuant to article 43 of the Law of March 26, 1999, with a view to obtaining the reduced lump sum valuation percentage of 11.5% of the value of the Shares underlying my award at the time of grant.

OR

3.          ACCEPTANCE OF STOCK OPTIONS WITHIN 61 - 120 DAYS

I confirm I have received an award of Stock Options offered to me on the Award Date.

I have been informed that my signature of acceptance on or before the Acceptance Limit causes the award to be taxed at the time of grant, based on the 23% or 11.5% valuation depending on whether or not I agree that I will not exercise the Stock Options before the 1^st Exercise Date and whether or not I agree that I will not transfer the Stock Options.  I understand that even if I do not agree that I will not transfer the Stock Options pursuant to this document, the Stock Options are subject to any other restriction on transfer set forth in the Ingersoll Rand Inc. 2017 Amended and Restated Omnibus Incentive Plan.

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I understand and accept that, as a result of signing this letter and returning it to Global Compensation (lucas.cramsey@gardnerdenver.com)  afterthe Acceptance Limit, my award will not be taxed at grant.  In this case, the current practice of the Belgian tax authorities is to tax the Stock Options at exercise.^(*)  The taxable amount will be based on the difference between the fair market value of the Shares at the time of exercise and the exercise price.

I understand and accept that if I do not sign and return this letter to Global Compensation prior to the Cancellation Date, the award of Stock Options may be cancelled.

PLEASE SIGN THE DUTCH VERSION

English translation FYI only

^(*) In all three cases, the taxable benefit will be taxed at your marginal rate of income tax. The Company is of the opinion that, under the current legislation, facts and circumstances, this benefit is, at the time of this document, not subject to Belgian social security contributions.

The Company does not provide tax advice.  You are responsible for seeking your own tax advice as appropriate.

26

Brazil

Terms and Conditions

Compliance with the Law.  In accepting the Awards, the Participant acknowledges his or her agreement to comply with applicable Brazilian laws and to pay any and all applicable Tax-Related Items associated with the exercise of the Option, the sale of shares of Common Stock acquired under the Plan or the receipt of dividends.

Labor Law Acknowledgement.  In accepting the Awards, the Participant agrees that he or she is (i) making an investment decision, (ii) the Participant will be entitled to exercise the Options only if the vesting conditions are met, and (iii) the value of the underlying shares of Common Stock is not fixed and may increase or decrease in value without compensation to the Participant.

Notifications

Exchange Control Information.  If the Participant is a resident or domiciled in Brazil, he or she will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than USD 100,000.  The assets and rights that must be reported include shares of Common Stock.

Canada

Terms and Conditions

Form of Payment for Options. Due to legal restrictions in Canada, the Participant may not pay the Option Exercise Price or Tax-Related Items by surrendering shares of Common Stock that the Participant already owns or by attesting to the ownership of shares of Common Stock.

Nature of Grant.The following provision supplements Section 15(k) of the Award Agreement:

Except as otherwise provided in the Grant Notice, the Participant will not earn, or be entitled to earn, any pro-rated vesting for that portion of time before the date on which the Participant’s right to vest terminates, nor will the Participant be entitled to any compensation for lost vesting. Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Participant’s right to vest in the Options under the Plan, if any, will terminate effective as of the last day of the Participant’s minimum statutory notice period, but the Participant will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of the Participant’s statutory notice period, nor will the Participant be entitled to any compensation for lost vesting.

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The following provisions will apply if the Participant is a resident of Québec:

English Language Provision.  The parties acknowledge that it is their express wish that the present Award Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de la présente convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.

Data Privacy.  This provision supplements Section 16 of the Award Agreement:

The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan.  The Participant further authorizes the Company, any related company and the administrator of the Plan to disclose and discuss the Plan with their advisors.  The Participant further authorizes the Company and any related company to record such information and to keep such information in the Participant’s employee file.

Notifications

Securities Law Information.  The Participant may not be permitted to sell within Canada the shares of Common Stock acquired under the Plan.  The Participant may only be permitted to sell shares of Common Stock acquired under the Plan through the designated broker appointed under the Plan, if any (or any other broker acceptable to the Company), provided the resale of shares of Common Stock acquired under the Plan takes place outside Canada through the facilities of a stock exchange on which the shares of Common Stock are listed.

Foreign Asset/Account Reporting Information.  Specified foreign property including shares of Common Stock and rights to shares of Common Stock (e.g., Options) held by a Canadian resident employee must generally be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of his or her specified foreign property exceeds CAD 100,000 at any time during the year.  If applicable, Form T1135 is due by April 30th of the following year.  Options must be reported - generally at nil cost - if the CAD 100,000 cost threshold is exceeded because the Participant holds other specified foreign property. When shares of Common Stock are acquired, their cost generally is the adjusted cost base (“ACB”) of the shares of Common Stock.  The ACB would ordinarily equal the fair market value of the shares of Common Stock at the time of the acquisition, but if the Participant owns other shares of Common Stock, this ACB may have to be averaged with the ACB of the other shares of Common Stock.  The Participant should consult with a personal advisor to ensure that the Participant complies with the applicable requirements.

China

The following Terms and Conditions apply to Participants that are subject to the exchange control restrictions and regulations in the People’s Republic of China (“China”), including the requirements imposed by the State Administration of Foreign Exchange (“SAFE”), as determined by the Company in its sole discretion.

28

Terms and Conditions

Satisfaction of Regulatory Obligations.  The settlement of the Awards upon exercise or vesting is conditioned upon the Company securing and maintaining all necessary approvals from SAFE and any other applicable government entities in China to permit the operation of the Plan in China, as determined by the Company it its sole discretion.  If or to the extent the Company is unable to complete the registration or maintain the registration, no shares of Common Stock shall be issued under the Plan.  In this case, the Company retains the discretion to settle any Awards in cash paid through local payroll in an amount equal to the Fair Market Value of the Shares subject to the Awards less any Tax-Related Items and the aggregate Exercise Price, if any.

Form of Payment for Options. To facilitate compliance with any applicable laws or regulations in China, the Participant will be required to pay the Exercise Price through the delivery of irrevocable instructions to a broker to sell all of the shares of Common Stock obtained upon exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Exercise Price for the shares of Common Stock being purchased. The remaining proceeds of the sale of the shares of Common Stock, less any Tax-Related Items and broker’s fees or commissions, will be remitted to the Participant in accordance with any applicable exchange control laws and regulations. The Company reserves the right to allow additional forms of payment depending on the development of local law.

Exercise and Vesting of Options Following Termination. Section 3 of the Award Agreement is deleted in its entirety and replaced with the following:

In the event of Participant’s Termination (a) by the Company for Cause, all outstanding Options granted pursuant to the Grant Notice shall immediately terminate and expire; (b) due to death or Disability, each outstanding unvested Option granted pursuant to the Grant Notice (after taking into account any accelerated vesting described in the Vesting Schedule of the Grant Notice) shall immediately terminate and expire and each outstanding vested Option shall remain exercisable for five months thereafter (but in no event beyond the expiration of the Option Period); and (c) for any reason other than as set forth in this Section 3, each outstanding unvested Option granted pursuant to this Grant Notice (after taking into account any accelerated vesting described in the Vesting Schedule of the Grant Notice) shall immediately terminate and expire and each outstanding vested Option shall remain exercisable for 90 days thereafter (but in no event beyond the expiration of the Option Period).

Exchange Control Restrictions.  The Participant understands and agrees that, pursuant to local exchange control requirements, he or she will be required to immediately repatriate the cash proceeds from the sale of shares of Common Stock and any cash dividends paid on such shares of Common Stock to China.  The Participant further understands that, under local law, such repatriation of cash proceeds may need to be effectuated through a special exchange control account established by the Company, the Service Recipient or any other Subsidiary, and the Participant hereby consents and agrees that any proceeds from the sale of shares of Common Stock or any cash dividends paid on such Shares may be transferred to such special account prior to being delivered to the Participant.

29

The proceeds may be paid to the Participant in U.S. dollars or local currency at the Company’s discretion.  In the event the proceeds are paid to the Participant in U.S. dollars, he or she understands that he or she will be required to set up a U.S. dollar bank account in China and provide the bank account details to the Service Recipient and/or the Company so that the proceeds may be deposited into this account.  If the proceeds are paid to the Participant in local currency, the Company is under no obligation to secure any particular exchange conversion rate and/or conversion date and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions.  The Participant agrees to bear any currency fluctuation risk between the time the shares of Common Stock are sold or dividends are received and the time the proceeds are distributed through any such special exchange account.  The Participant further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.

Notifications

Exchange Control Information.  The Participant may be required to report to SAFE all details of the Participant’s foreign financial assets and liabilities, as well as details of any economic transactions conducted with non-PRC residents.

Czech Republic

Notifications

Exchange Control Information.  The Czech National Bank may require the Participant to fulfill certain notification duties in relation to the shares of Common Stock acquired or any dividends paid on such shares, and the opening and maintenance of a foreign account.  However, because exchange control regulations change frequently and without notice, the Participant should consult his or her personal legal advisor prior to the exercise to ensure compliance with current regulations.  The Participant is solely responsible for ensuring compliance with exchange control laws in the Czech Republic.

Denmark

Notifications

Foreign Asset/Account Reporting Information.  If the Participant establishes an account holding shares or cash outside of Denmark, the Participant must report the account to the Danish Tax Administration.  The form which should be used to make the report can be obtained from a local bank.

Finland

No country-specific provisions apply.

30

France

Terms and Conditions

Options Not Tax-Qualified.  The Options granted under this Award Agreement are not intended to qualify for special tax and social security treatment pursuant to Section L. 225-177 to L. 225-186-1 of the French Commercial Code, as amended.

Language Consent.  In accepting the Award, the Participant confirms having read and understood the documents relating to the Award (the Plan and the Award Agreement including this Addendum), which were provided in English.  The Participant accepts the terms of these documents accordingly.

En acceptant cette Attribution, le Participant confirme avoir lu et compris les documents relatifs à cette Attribution (le Plan et le Contrat d’Attribution incluant cette Annexe), qui ont été remis en langue anglaise. Le Participant accepte les termes de ces documents en conséquence.

Notifications

Foreign Asset/Account Reporting Information.  French residents holding cash or securities (including shares of Common Stock) outside of France or maintaining a foreign bank or brokerage account (including accounts opened or closed during the tax year) must declare such assets and accounts to the French tax authorities when filing an annual tax return. Failure to comply could trigger significant penalties.

Germany

Notifications

Exchange Control Information.  Cross-border payments in excess of EUR 12,500 must be reported monthly to the German Federal Bank.  If the Participant receives a payment in excess of this amount, the Participant is responsible for electronically reporting to the German Federal Bank by the fifth day of the month following the month in which the payment occurs.  The form of report (Allgemeines Meldeportal Statistik) can be accessed via the German Federal Bank’s website (www.bundesbank.de) and is available in both German and English.

Foreign Asset/Account Reporting Information.  If the Participant’s acquisition of shares of Common Stock acquired under the Plan leads to a so-called qualified participation at any point during the calendar year, the Participant may need to report the acquisition when he or she files a tax return for the relevant year. A qualified participation is attained if (i) the Participant owns !% or more of the Company and the value of the shares of Common Stock acquired exceeds €150,000 or (ii) the Participant holds shares of Common Stock exceeding 10% of the Company’s total Common Stock.

Greece

No country-specific provisions apply.

31

India

Notifications

Exchange Control Information.  The Participant understands that he or she must repatriate any proceeds from the sale of shares of Common Stock acquired under the Plan and any cash dividends to India and convert the proceeds into local currency within a reasonable time after receipt (i.e., 90 days from the sale of shares of Common Stock and 180 days from receipt of dividends, or within such time as prescribed under applicable Indian exchange control laws as may be amended from time to time).  The Participant will receive a foreign inward remittance certificate (“FIRC”) from the bank where the Participant deposits the foreign currency.  The Participant should retain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Service Recipient requests proof of repatriation.  It is the Participant’s responsibility to comply with applicable exchange control laws in India.

Foreign Asset/Account Reporting Information.  The Participant is required to declare foreign bank accounts and any foreign financial assets (including shares of Common Stock acquired under the Plan) in the Participant’s annual tax return.  It is the Participant’s responsibility to comply with this reporting obligation and the Participant should confer with the Participant’s personal tax advisor in this regard.

Ireland

Notifications

Director Notification Information. If the Participant is a director, shadow director or secretary of an Irish Subsidiary and has a 1% or more shareholding interest in the Company, he or she must notify the Irish Subsidiary in writing upon receiving or disposing of an interest in the Company (e.g., Options, shares of Common Stock) or upon becoming aware of the event giving rise to the notification requirement, or upon becoming a director, shadow director or secretary if such an interest exists at that time.  This notification requirement also applies with respect to the interests of a spouse or minor child (whose interests will be attributed to the director, shadow director or secretary).

Italy

Terms and Conditions

Plan Document Acknowledgement.In accepting the Awards, the Participant acknowledges that he or she has received a copy of the Plan, the Grant Notice and this Award Agreement and has reviewed the Plan, the Grant Notice and this Award Agreement, in their entirety and fully understands and accepts all provisions of the Plan, the Grant Notice and this Award Agreement.

The Participant further acknowledges that he or she has read and specifically and expressly approves the Grant Notice and the following sections of this Award Agreement: Section 1; Section 9; Section 13; Section 15; Section 17; Section 18; Section 19; Section 20; and Section 26.

32

Notifications

Foreign Asset/Account Reporting Information.If the Participant is an Italian resident and holds investments or financial assets outside of Italy (e.g., cash, shares of Common Stock) during any fiscal year which may generate income taxable in Italy, the Participant is required to report such investments or assets on his or her annual tax return for such fiscal year (on UNICO Form, RW Schedule, or on a special form if the Participant is not required to file a tax return).  These reporting obligations will also apply to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions.  The Participant should consult his or her personal advisor to ensure compliance with applicable reporting obligations.

Foreign Asset Tax.The value of financial assets held outside of Italy by individual residents of Italy is subject to a foreign asset tax.  The taxable amount will be the fair market value of the financial assets (e.g., shares of Common Stock) assessed at the end of the calendar year. The value of the financial assets held abroad must be reported in Form RM of the annual tax return.  The Participant should consult his or her personal tax advisor for additional information about the foreign financial assets tax.

Japan

Notifications

Exchange Control Information.  If the Participant acquires shares of Common Stock valued at more than  JPY 100 million in a single transaction, the Participant must file a Securities Acquisition Report with the Ministry of Finance through the Bank of Japan within 20 days of the acquisition of such shares of Common Stock.

In addition, if the Participant pays more than JPY 30 million in a single transaction for the purchase of shares of Common Stock upon exercise, the Participant must file a Payment Report with the Ministry of Finance through the Bank of Japan within 20 days of the date that the payment is made.  The precise reporting requirements vary depending on whether or not the relevant payment is made through a bank in Japan.

Please note that a Payment Report is required independently from a Securities Acquisition Report. Therefore, the Participant must file both a Payment Report and Securities Acquisition Report if the total amount the Participant pays in a single transaction for exercising the Options and purchasing shares of Common Stock exceeds JPY 100 million.

Foreign Asset/Account Reporting Information. Details of any assets held outside of Japan

(including shares of Common Stock acquired under the Plan) must be reported to the tax

authorities on an annual basis as of December 31, to the extent such assets have a total net fair

market value exceeding JPY 50,000,000. Such report is due by March 15 each year. The Participant should consult with his or her personal tax advisor to determine if the reporting obligation applies to the Participant and whether the Participant will be required to include details of the Participant’s outstanding Options, as well as shares of Common Stock, in the report.

33

Netherlands

No country-specific terms apply.

Poland

Notifications

Foreign Asset/Account Reporting Information.Polish residents holding foreign securities (e.g., shares of Common Stock) and/or maintaining accounts abroad must report information to the National Bank of Poland on transactions and balances of the securities and cash deposited into such accounts if the value of such securities and cash (when combined with all other assets possessed abroad) exceeds PLN 7 million.  If required, the reports must be filed on a quarterly basis on special forms that are available on the website of the National Bank of Poland. Polish residents should consult with their personal tax advisor to determine their personal reporting obligations.

Exchange Control Information.  If a Polish resident transfers funds in excess of  EUR 15,000 (or PLN 15,000 if such transfer of funds is connected with the business activity of an entrepreneur) into Poland, the funds must be transferred via a Polish bank account or financial institution.  Polish residents are required to retain the documents connected with a foreign exchange transaction for a period of five years, as measured from the end of the year in which such transaction occurred.

Singapore

Terms and Conditions

Sale Restriction.  Shares of Common Stock acquired under the Plan may not be sold or otherwise offered for sale in Singapore prior to the six-month anniversary of the Date of Grant, unless such sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”) or pursuant to, and in accordance with the conditions of, any other applicable provision(s) of the SFA.

Notifications

Securities Law Information.  The grant of the Awards is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the SFA and is not made with a view to the shares of Common Stock acquired under the Plan being subsequently offered for sale to any other party.  The Plan has not been, and will  not be, lodged or registered as a prospectus with the Monetary Authority of Singapore.

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Chief Executive Officer and Director Notification Requirement.  Directors and the Chief Executive Officer (“CEO”) of a Singapore Subsidiary are subject to certain notification requirements under the Singapore Companies Act.  Directors and the CEO must notify the Singapore Subsidiary in writing of an interest (e.g., Options, shares of Common Stock, etc.) in the Company or any related companies within two business days of (i) its acquisition or disposal, (ii) any change in a previously disclosed interest (e.g., when the shares of Common Stock are sold), or (iii) becoming a director / CEO.

South Africa

Terms and Conditions

Securities Law Information.In compliance with South African securities laws, the Participant acknowledges that the documents listed below are available for the Participant’s review at the address listed below:

(a) the Company’s most recent annual financial statements: https://investors.irco.com/home/default.aspx

(b) the Company’s most recent Plan prospectus, which is available by logging into Ingersoll Rand Inc.’s equity plan portal at: NetBenefits.com;

The Participant acknowledges that he or she may have a copy of the above documents sent to the Participant, without fee, on written request to Ingersoll Rand Inc., ATTN: Andrew Schiesl, General Counsel, 800-A Beaty Street, Davidson, NC 28036, USA.

Responsibility for Taxes.  The following provision supplements Section 9 of the Award Agreement:

By accepting the Award, the Participant agrees that, immediately upon exercise of the Option, the Participant will notify the Service Recipient of the amount of any gain realized.  If the Participant fails to advise the Service Recipient of the gain realized upon the taxable event, the Participant may be liable for a fine.  The Participant will be solely responsible for paying any difference between the actual tax liability and the amount withheld.

Tax Clearance Certificate for Cash Exercise Options.  If the Participant exercises the Option using a cash exercise method, the Participant must obtain and provide to the Service Recipient or any third party designated by the Service Recipient or the Company, a Tax Clearance Certificate (with respect to Foreign Investments) bearing the official stamp and signature of the Exchange Control Department of the South African Revenue Service (“SARS”).  The Participant must renew this Tax Clearance Certificate every twelve months, or such other period as may be required by the SARS.  If the Participant exercises the Option by a cashless method whereby no funds are remitted out of South Africa, no Tax Clearance Certificate is required.

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Notifications

Exchange Control Information.To participate in the Plan, the Participant must comply with exchange control regulations and rulings in South Africa.  Because the exchange control regulations are subject to change, the Participant  should consult his or her personal legal advisor prior to exercising the Option to ensure compliance with applicable exchange control regulations.  The Participant is responsible for ensuring compliance with all exchange control laws in South Africa.

South Korea

Notifications

Exchange Control Information.If the Participant remits funds out of Korea to pay the Exercise Price of the Option, the remittance of funds must be confirmed by a foreign exchange bank in Korea.  The Participant may be required to submit the following supporting documents evidencing the nature of the remittance to the bank together with the confirmation application (i) the Award Agreement, (ii) the Plan; and (iii) the Participant’s certificate of employment.  This confirmation is not necessary if the Participant pays the Exercise Price through the delivery of irrevocable instructions to a broker to sell the share of Common Stock obtained upon exercise of the Option and to deliver promptly to the Company an amount of the proceeds of such sale equal to the aggregate Exercise Price for the shares of Common Stock being purchased, because in this case there is no remittance of funds out of Korea.

Foreign Asset/Account Reporting Information.  If the Participant is a Korean resident, the Participant must declare all of his or her foreign financial accounts (e.g., non-Korean bank accounts, brokerage accounts, etc.) to the Korean tax authority and file a report with respect to such accounts if the value of such accounts exceeds KRW 500 million (or an equivalent amount in foreign currency).  The Participant should consult with his or her personal tax advisor to determine the Participant’s personal reporting obligations.

Spain

Terms and Conditions

Labor Law Acknowledgement.  In accepting the Awards, the Participant consents to participation in the Plan and acknowledges that the Participant has received a copy of the Plan.

The Participant understands that the Company has unilaterally, gratuitously and in its own discretion decided to grant Awards under the Plan to certain individuals who may be employees of the Company or a Subsidiary throughout the world.  The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or a Subsidiary, other than as set forth in this Award Agreement.  Consequently, the Participant understands that the Awards are granted on the assumption and condition that the Awards and any shares of Common Stock  acquired upon exercise of the Option are not a part of any employment contract (either with the Company or a Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation), or any other right whatsoever.  Further, the Participant understands that the Awards would not be granted to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken, or should any of the conditions not be met for any reason, any grant of or right to the Awards shall be null and void.

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The Participant understands and agrees that, as a condition of the grant of the Awards, in the event of the Participant’s Termination for any reason other than the Participant’s death, Disability, Qualifying Termination or Approved Retirement as provided in the Grant Notice (including the reasons listed below) will automatically result in the loss of the Awards to the extent the Awards have not vested as of the date of the Participant’s Termination.  This will be the case, for example, even if (i) the Participant is considered to be unfairly dismissed without good cause (i.e., subject to a “despido improcedente”); (ii) the Participant is dismissed for disciplinary or objective reasons or due to a collective dismissal; (iii) the Participant terminates service due to a change of work location, duties or any other employment or contractual condition; (iv) the Participant terminates service due to a unilateral breach of the Participant’s contract by the Company or a Subsidiary; or (v) the Participant’s employment terminates for any other reason whatsoever.  Consequently, upon the Participant’s Termination for any of the above reasons, he or she may automatically lose any rights to the Awards that were not vested on the date of his or her Termination, as described in the Plan, the Grant Notice and this Award Agreement.

Notifications

Exchange Control Information. To participate in the Plan, the Participant must declare the acquisition and sale of shares of Common Stock to the Dirección General de Comercio e Inversiones (“DGCI”) for statistical purposes.  The Participant also must declare the ownership of any shares of Common Stock with the DGCI each January while the shares of Common Stock are owned, unless the amount of shares of Common Stock acquired or sold exceeds the applicable threshold (currently EUR 1,502,530), or the Participant holds 10% or more of the share capital of the Company or other such amount that would entitle the Participant to join the Board, in which case the filing is due within one month after the sale.

In addition, the Participant may be required to electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign instruments (including shares of Common Stock acquired under the Plan), and any transactions with non-Spanish residents (including any payments for shares of Common Stock made pursuant to the Plan), depending on the balances in such accounts together with the value of such instruments as of December 31 of the relevant year, or the volume of transactions with non-Spanish residents during the relevant year.

Securities Law Information. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the grant of the Award.  This Award Agreement has not been nor will it be registered with the Comisión Nacional del Mercado de Valores, and does not constitute a public offering prospectus.

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Foreign Asset/Account Reporting Information.   To the extent that the Participant holds assets (e.g., cash or shares of Common Stock held in a bank or brokerage account) outside of Spain with a value in excess of EUR 50,000 per type of right or asset as of December 31 each year (or at any time during the year in which Participant sells or disposes of such asset), the Participant is required to report information on such assets on his or her tax return for such year.  After such assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported assets increases by more than EUR 20,000.  The Participant should consult with his or her personal tax advisor to ensure compliance with applicable reporting requirements.

Sweden

Terms and Conditions

Responsibility for Taxes.  The following provision supplements Section 9 of the Award Agreement:

Without limiting the Company’s and the Service Recipient’s authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 9 of the Award Agreement, in accepting the Options, the Participant authorizes the Company and/or the Service Recipient to sell or withhold shares of Common Stock otherwise deliverable to the Participant upon exercise to satisfy Tax-Related Items, regardless of whether the Company and/or the Service Recipient have an obligation to withhold such Tax-Related Items.

Switzerland

Notifications

Securities Law Information.Neither this document nor any other materials relating to the Options (i) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”), (ii) may be publicly distributed or otherwise made available in Switzerland to any person other than an employee of the Company, or (iii) has been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 of FinSA or any Swiss regulatory authority, including the Swiss Financial Market Supervisory Authority (FINMA).

United Arab Emirates

Notifications

Securities Law Information.The Awards granted under the Plan are being offered only to eligible employees of the Company, its Subsidiaries or the Service Recipient and is in the nature of providing equity incentives to eligible employees of the Company, its Subsidiaries or the Service Recipient.  Any documents related to the Awards, including the Plan, this Award Agreement and any other grant documents (“Award Documents”), are intended for distribution only to such eligible employees and must not be delivered to, or relied on by, any other person.

The United Arab Emirates securities or financial/economic authorities have no responsibility for reviewing or verifying any Award Documents and have not approved the Award Documents nor taken steps to verify the information set out in them, and thus, are not responsible for their content.

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The Participant is aware that he or she should, as a prospective stockholder, conduct his or her own due diligence on the securities. The Participant acknowledges that if he or she does not understand the contents of the Award Documents, the Participant should consult an authorized financial advisor.

United Kingdom

Terms and Conditions

Responsibility for Taxes.  The following provision supplements Section 9 of the Award Agreement:

The Participant agrees to be liable for any Tax-Related Items and hereby covenants to pay any such Tax-Related Items, as and when requested by the Company or, if different, the Service Recipient or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax or relevant authority).  The Participant also agrees to indemnify and keep indemnified the Company and, if different, the Service Recipient against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax or relevant authority) on the Participant’s behalf.

Notwithstanding the foregoing, if the Participant is a director or executive officer (within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply.  In such case, if the amount of any income tax due is not collected from or paid by the Participant within 90 days of the end of the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of any uncollected income tax may constitute an additional benefit to the Participant on which additional income tax and National Insurance Contributions (“NICs”) may be payable   The Participant acknowledges that the Company or the Service Recipient may recover any such additional income tax and national insurance contributions at any time thereafter by any of the means referred to in the Award Agreement.  However, the Participant is primarily responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime.

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EXHIBIT A

OFFER DOCUMENT

INGERSOLL RAND INC.

AMENDED AND RESTATED 2017 OMNIBUS INCENTIVE PLAN

OFFER OF OPTIONS

TO AUSTRALIAN RESIDENT EMPLOYEES

Ingersoll Rand Inc. (the “Company”) is pleased to provide you with this offer to participate in its Amended and Restated 2017 Omnibus Incentive Plan (the “Plan”).  This offer sets out information regarding the grant of Options (“Awards”) to Australian resident employees of the Company and any Subsidiary.  This Offer Document is provided by the Company to ensure compliance of the Plan with the Australian Securities and Investments Commission’s (“ASIC”) Class Order 14/1000 and relevant provisions of the Corporations Act 2001.

Capitalized terms used but not defined herein shall have the meaning provided in the Plan.

You are being provided with copies of and/or access to the following documents:

(a) Option Grant Notice;

(b) Award summary including award details: date of grant, number of shares granted, and specific details of vesting dates and %’s ;

(c) the Global Award Agreement and the addendum attached thereto (the “Agreement”);

(d) the Plan;

(e) The Plan Prospectus  (the “Prospectus”)

(collectively, the “Additional Documents”)

The Additional Documents provide further information to help you make an informed investment decision about participating in the Plan.  Neither the Plan nor the Prospectus is a prospectus for the purposes of the Corporations Act 2001.

You should not rely upon any oral statements made in relation to this offer.  You should rely only upon the statements contained in the Agreement and the Additional Documents when considering participation in the Plan.

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General Information

Securities Law Notification.  Investment in shares of Common Stock involves a degree of risk.  Participants who elect to participate in the Plan should monitor their participation and consider all risk factors relevant to the acquisition of shares of Common Stock under the Plan as set out in the Agreement and the Additional Documents.

The information contained in this offer is general information only.  It is not advice or information that takes into account your objectives, financial situation and needs.

You should consider obtaining your own financial product advice from an independent person who is licensed by ASIC to give advice about participation in the Plan.

Additional Risk Factors for Australian Residents.  You should have regard to risk factors relevant to investment in securities generally and, in particular, to the holding of shares of Common Stock.  For example, the price at which the shares of Common Stock are quoted on the New York Stock Exchange may increase or decrease due to a number of factors.  There is no guarantee that the price of the shares of Common Stock will increase.  Factors that may affect the price of the shares of Common Stock include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which the Company operates and general operational and business risks.

More information about potential factors that could affect the Company’s business and financial results is included in the Company’s Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K.  Copies of these reports are available at http://www.sec.gov/, on the Company’s “Investor Relations” page at https://investors.irco.com/home/default.aspx, and upon request to the Company.

In addition, you should be aware that the Australian dollar value of any shares of Common Stock acquired at vesting and/or exercise will be affected by the U.S. dollar/Australian dollar exchange rate.  Participation in the Plan involves certain risks related to fluctuations in this rate of exchange.

Common Stock.  Common stock of a U.S. corporation is analogous to ordinary shares of an Australian corporation.  Each holder of the Company’s Common Stock is entitled to one vote for every share of Common Stock.

Dividends may be paid on the shares of Common Stock out of any funds of the Company legally available for dividends at the discretion of the Board.

The shares of Common Stock are traded on the New York Stock Exchange (“NYSE”) in the United States of America under the symbol “IR”.

The shares of Common Stock are not liable to any further calls for payment of capital or for other assessment by the Company and have no sinking fund provisions, pre-emptive rights, conversion rights or redemption provisions.

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Ascertaining the Market Price of Shares.  You may ascertain the current market price of the shares of Common Stock as traded on the NYSE under the symbol “IR” at https://www.nyse.com/.   The Australian dollar equivalent of that price can be obtained at: http://www.rba.gov.au/statistics/frequency/exchange-rates.html.

This will not be a prediction of what the market price per share of Common Stock will be when you exercise your Options.

Tax Notification

The following is a summary of the tax consequences as of March 2020 for an Australian resident Participant who receives Options under the Plan.  This summary is necessarily general in nature and does not purport to be tax advice in relation to an actual or potential recipient of Awards.

If you are a citizen or resident of another country or are considered a citizen or resident of another country for local law purposes, or transfer employment and/or residence after you are granted Awards, the information contained in this summary may not be applicable to you.

If you intend to accept Awards under the Plan, then you should not rely on the summary as anything other than a broad guide and you should seek appropriate professional advice as to how the tax or other laws in Australia and in any other applicable country apply to your specific situation before making the decision to accept.

Taxation of the Awards

1. Australian Tax Consequences

(a) What is the effect of the grant of the Awards?

The Australian tax legislation contains specific rules, in Subdivision 83A-C of the Income Tax Assessment Act 1997, governing the taxation of shares and rights (called “ESS interests”) acquired by employees under employee share schemes.  The Awards granted under the Plan should be regarded as a right to acquire shares and accordingly, an ESS interest for these purposes.

Your assessable income includes the “discount” given in relation to the acquisition of the ESS interest at grant, unless the ESS interest is either subject to a real risk of forfeiture, or you are genuinely restricted from immediately disposing of the ESS interest and there is a statement in the grant materials that deferral is to apply, in which case you will be subject to deferred taxation.

The terms of your Awards are set out in the Plan and the Agreement.  Your Awards are non-transferable and the Agreement contains a statement that tax deferral is to apply.  Accordingly, you will be subject to deferred taxation (i.e., you generally should not be subject to tax when the Awards are granted to you).

You will be required to include an amount in your assessable income for the income year in which the earliest of the following events occurs in relation to your Awards (the “ESS deferred taxing point”):

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(i)             there are both no longer any genuine restrictions on the vesting of the Awards, or the underlying shares of Common Stock being disposed of, and there is no real risk of you forfeiting the Awards or underlying shares of Common Stock;

(ii)            you cease relevant employment (i.e., when you are no longer employed by the Company, your employer, or any member of the Company Group) to the extent you retain the Awards; or

(iii)          15 years from when the Awards were granted.

Generally, this means you will be subject to tax when the Awards are settled upon vesting or exercise, as applicable, and the shares of Common Stock are no longer subject to any genuine restrictions on disposal.  However, the ESS deferred taxing point for the Awards will be moved to the time you sell the underlying shares of Common Stock if you sell the underlying shares of Common Stock within 30 days of the original ESS deferred taxing point.

(b) What is the amount that I must include in my assessable income if an ESS deferred taxing point occurs?

The amount you must include in your assessable income in the income year (i.e., the financial year ending 30 June) in which the ESS deferred taxing point occurs in relation to the Awards will be the difference between the “market value” of the underlying shares of Common Stock at the ESS deferred taxing point and the cost base of the Awards (which should be the exercise price paid to acquire the underlying shares of Common Stock for Options).

If, however, you sell the underlying shares of Common Stock in an arm’s length transaction within 30 days of the ESS deferred taxing point (i.e., typically within 30 days of vesting or exercise, as applicable), the amount to be included in your assessable income in the income year in which the sale occurs will be equal to the difference between the sale proceeds and the cost base of the Awards (which should include any incremental costs you incur in connection with the sale, e.g., brokerage fees).

(c) What is the market value of the underlying shares of Common Stock?

The “market value” of the underlying shares of Common Stock at the ESS deferred taxing point is determined according to the ordinary meaning of “market value” expressed in Australian currency.  The Company will determine the market value in accordance with guidelines prepared by the Australian Tax Office.

The Company has the obligation to provide you with certain information about your participation in the Plan at certain times, including after the end of the income year in which the ESS deferred taxing point occurs.  This may assist you in determining the market value of the underlying shares of Common Stock at the ESS deferred taxing point.  However, this estimate may not be correct if you sell the shares of Common Stock within 30 days of the acquisition date, in which case it is your responsibility to report and pay the appropriate amount of tax based on the sale proceeds.

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(d) What happens if I cease employment before my Awards vest?

If you cease employment with the Company or any Subsidiary prior to the vesting date of some or all of the Awards and the Awards are forfeited, you may be treated as if you never acquired the forfeited Awards, in which case no amount will be included in your assessable income.

(e) What tax consequences will apply when I sell my shares of Common Stock?

You may also be subject to capital gains tax when you subsequently sell the shares of Common Stock (other than gains realized on the disposal of shares of Common Stock within 30 days after the original ESS deferred taxing point, in which case your treatment will be limited to the income tax consequences described above in paragraph 1(b)).

Provided you dispose of the shares of Common Stock in an arm’s length transaction,² you will be subject to capital gains tax to the extent that the sale proceeds exceed your cost base in the shares of Common Stock sold.  Your cost base in the shares of Common Stock will generally be equal to the market value of the shares of Common Stock at the ESS deferred taxing point (which will usually be the date you acquired the shares) plus any incremental costs you incur in connection with the sale (e.g., brokerage fees).

The amount of any capital gain you realize must be included in your assessable income for the year in which the shares of Common Stock are sold.  However, if you hold the shares of Common Stock for at least one year prior to selling (excluding the dates you acquired and sold the shares of Common Stock), you may be able to apply a discount to the amount of capital gain that you are required to include in your assessable income.  If this discount is available, you may calculate the amount of capital gain to be included in your assessable income by first subtracting all available capital losses from your capital gains and then multiplying each capital gain by the discount percentage of 50%.

If the sale proceeds are lower than your cost base in the shares of Common Stock sold (assuming the sale occurred in an arm’s length transaction), you will realize a capital loss.  Capital losses may be used to offset capital gains realized in the current tax year or in any subsequent tax year, but may not be used to offset other types of income (e.g., salary or wage income).

(f) What are the tax consequences if a dividend is paid on the shares?

If you continue to hold the shares of Common Stock, you may be entitled to receive dividends on the shares of Common Stock if the Board, in its discretion, declares a dividend.  Any dividends paid on shares of Common Stock must be included in your assessable income in the tax year they are received.  The dividends are also subject to U.S. federal withholding tax at source.  You may be entitled to a foreign tax offset against your Australian income tax for the U.S. federal income tax withheld on any dividends.

² If you sell your shares on the NYSE, this will generally be considered an arm’s length transaction.

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(g) What are the tax withholding and reporting obligations in relation to any income that I may realize pursuant to my participation in the Plan?

You will be responsible for reporting any income attributable to your Awards in your tax return and paying any tax liability.  It is also your responsibility to report and pay any Australian tax liability on any dividends received and/or any capital gains arising from the disposal of the shares of Common Stock that you acquire under the Plan.

Your employer will be required to withhold the tax due at the ESS deferred taxing point only if you have not provided your Tax File Number or Australian Business Number (as applicable) to your employer.

However, the Company must provide to you (generally, by no later than 14 July after the end of the income year) and the Commissioner of Taxation (generally, by no later than 14 August after the end of the income year) a statement containing certain information about your participation in the Plan in the income year in which the original ESS deferred taxing point occurs (typically, the year you acquire the shares), including an estimate of the market value of the underlying shares of Common Stock at the taxing point.  Please note that, if you sell the shares of Common Stock within 30 days of acquisition, your taxing point will not be at acquisition; as such, the amount reported by your employer may differ from your actual taxable amount (which would be based on the value of the shares of Common Stock when sold, not the acquisition date).  It is your responsibility to ensure that you complete your tax return properly.

2. United States Tax Consequences

Participants (who are not U.S. citizens or permanent residents) will not be subject to U.S. tax by reason only of the grant and vesting of the Awards, the acquisition of the shares of Common Stock or the sale of shares of Common Stock, except as described in the dividends section above.  However, liability for U.S. taxes may accrue if a Participant is otherwise subject to U.S. taxes.

The above is an indication only of the likely U.S. taxation consequences for Australian resident Participants granted Awards under the Plan.  Participants should seek their own advice as to the U.S. taxation consequences of Plan participation.

EX-31.1

Exhibit 31.1

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Vicente Reynal, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarterly period ended March 31, 2020 of Ingersoll Rand Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2020

/s/ Vicente Reynal

Vicente Reynal

Chief Executive Officer and Director

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Emily A. Weaver, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarterly period ended March 31, 2020 of Ingersoll Rand Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2020
	/s/ Emily A. Weaver
	Emily A. Weaver
	Vice President and Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ingersoll Rand Inc. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2020 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Vicente Reynal, Chief Executive Officer and Director of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

• The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

• The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.

Date: May 15, 2020

/s/ Vicente Reynal

Vicente Reynal

Chief Executive Officer and Director

(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ingersoll Rand Inc. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2020 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Emily A. Weaver, Vice President and Chief Financial Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

• The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

• The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.

Date: May 15, 2020
	/s/ Emily A. Weaver
	Emily A. Weaver
	Vice President and Chief Financial Officer
	(Principal Financial Officer)

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Hedging Activities and Fair Value Measurements, Fair Value Measurements (Details) - Recurring [Member] - USD ($) $ in Millions		Mar. 31, 2020	Dec. 31, 2019
Financial Assets [Abstract]
Foreign currency forwards	[1]	$ 3.0	$ 0.5
Trading securities held in deferred compensation plan	[2]	6.3	7.3
Total		9.3	7.8
Financial Liabilities [Abstract]
Foreign currency forwards	[1]	1.6	0.5
Interest rate swaps	[3]	11.6	13.1
Deferred compensation plan	[2]	6.3	7.3
Acquired deferred compensation plan	[4]	11.4
Total		30.9	20.9
Level 1 [Member]
Financial Assets [Abstract]
Foreign currency forwards	[1]	0.0	0.0
Trading securities held in deferred compensation plan	[2]	6.3	7.3
Total		6.3	7.3
Financial Liabilities [Abstract]
Foreign currency forwards	[1]	0.0	0.0
Interest rate swaps	[3]	0.0	0.0
Deferred compensation plan	[2]	6.3	7.3
Acquired deferred compensation plan	[4]	11.4
Total		17.7	7.3
Level 2 [Member]
Financial Assets [Abstract]
Foreign currency forwards	[1]	3.0	0.5
Trading securities held in deferred compensation plan	[2]	0.0	0.0
Total		3.0	0.5
Financial Liabilities [Abstract]
Foreign currency forwards	[1]	1.6	0.5
Interest rate swaps	[3]	11.6	13.1
Deferred compensation plan	[2]	0.0	0.0
Acquired deferred compensation plan	[4]	0.0
Total		13.2	13.6
Level 3 [Member]
Financial Assets [Abstract]
Foreign currency forwards	[1]	0.0	0.0
Trading securities held in deferred compensation plan	[2]	0.0	0.0
Total		0.0	0.0
Financial Liabilities [Abstract]
Foreign currency forwards	[1]	0.0	0.0
Interest rate swaps	[3]	0.0	0.0
Deferred compensation plan	[2]	0.0	0.0
Acquired deferred compensation plan	[4]	0.0
Total		$ 0.0	$ 0.0

[1] Based on calculations that use readily observable market parameters at their basis, such as spot and forward rates.

[2] Based on the quoted price of publicly traded mutual funds which are classified as trading securities and accounted for using the mark-to-market method.

[3] Measured as the present value of all expected future cash flows based on the LIBOR-based swap yield curves as of March 31, 2020.  The present value calculation uses discount rates that have been adjusted to reflect the credit quality of the Company and its counterparties.

[4] The Company acquired two deferred compensation plans with the Ingersoll Rand Industrial acquisition.  The balance included herein is based on the quoted price of publicly traded mutual funds and certain publicly traded stock.  A portion of the deferred compensation plans acquired is settled in the Company’s shares and recorded in equity at historical cost, and as such, is not included in this fair value table.

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Revenue from Contracts with Customers, Performance Obligations (Details) $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($)
Ingersoll Rand Industrial [Member]
Revenue, Performance Obligation [Abstract]
Increase in accounts receivable	$ 594.3
Increase in contract assets	18.0
Increase in contract liabilities	108.6
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-03-31
Revenue, Performance Obligation [Abstract]
Remaining performance obligation amount	$ 375.0
Remaining performance obligation, expected timing of satisfaction, period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-03-31
Revenue, Performance Obligation [Abstract]
Remaining performance obligation amount	$ 303.9
Remaining performance obligation, expected timing of satisfaction, period

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Accumulated Other Comprehensive (Loss) Income, Changes in Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2018
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance		$ 1,869.9
Other comprehensive (loss) income before reclassifications	[1]	(92.6)	$ (1.2)
Amounts reclassified from accumulated other comprehensive (loss) income	[1]	4.5	3.2
Total other comprehensive (loss) income, net of tax	[1]	(88.1)	2.0
Ending balance		8,686.2
Accumulated Other Comprehensive Income (Loss) [Member]
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	[1]	(256.0)	(247.0)
Ending balance	[1]	(344.1)	(253.2)
Accumulated Other Comprehensive Income (Loss) [Member] | ASU 2018-02 [Member]
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Cumulative effect adjustment upon adoption of new accounting standard		0.0	(8.2)	$ (8.2)	[1]
Foreign Currency Translation Adjustments, Net [Member]
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	[1]	(193.6)	(190.6)
Other comprehensive (loss) income before reclassifications	[1]	(92.2)	(0.1)
Amounts reclassified from accumulated other comprehensive (loss) income	[1]	0.0	0.0
Total other comprehensive (loss) income, net of tax	[1]	(92.2)	(0.1)
Ending balance	[1]	(285.8)	(192.2)
Foreign Currency Translation Adjustments, Net [Member] | ASU 2018-02 [Member]
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Cumulative effect adjustment upon adoption of new accounting standard	[1]			(1.5)
Unrealized (Losses) Gains on Cash Flow Hedges [Member]
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	[1]	(10.9)	(11.4)
Other comprehensive (loss) income before reclassifications	[1]	(2.8)	(0.9)
Amounts reclassified from accumulated other comprehensive (loss) income	[1]	4.0	2.8
Total other comprehensive (loss) income, net of tax	[1]	1.2	1.9
Ending balance	[1]	(9.7)	(16.2)
Unrealized (Losses) Gains on Cash Flow Hedges [Member] | ASU 2018-02 [Member]
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Cumulative effect adjustment upon adoption of new accounting standard	[1]			(6.7)
Pension and Postretirement Benefit Plans [Member]
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	[1]	(51.5)	(45.0)
Other comprehensive (loss) income before reclassifications	[1]	2.4	(0.2)
Amounts reclassified from accumulated other comprehensive (loss) income	[1]	0.5	0.4
Total other comprehensive (loss) income, net of tax	[1]	2.9	0.2
Ending balance	[1]	$ (48.6)	$ (44.8)
Pension and Postretirement Benefit Plans [Member] | ASU 2018-02 [Member]
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Cumulative effect adjustment upon adoption of new accounting standard	[1]			$ 0.0

[1] All amounts are net of tax.  Amounts in parentheses indicate debits.

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Hedging Activities and Fair Value Measurements, Interest Rate Swap Contracts (Details) € in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($) Contract	Mar. 31, 2020 EUR (€) Contract	Aug. 17, 2017 EUR (€)
Derivative, Fair Value, Net [Abstract]
Long-term debt hedged | €			€ 615.0
LIBOR [Member]
Derivative, Fair Value, Net [Abstract]
Expected losses to be reclassified out of AOCI into earnings during next 12 months	$ 12.6
Long-term debt outstanding	$ 2,824.2	€ 600.4
Interest Rate Swap Contracts [Member]
Derivative, Fair Value, Net [Abstract]
Number of contracts | Contract	4	4
Interest Rate Swap Contracts [Member] | LIBOR [Member]
Derivative, Fair Value, Net [Abstract]
Long-term debt hedged	$ 825.0
Interest Rate Swap Contracts [Member] | LIBOR [Member] | Minimum [Member]
Derivative, Fair Value, Net [Abstract]
Fixed interest rate	3.60%	3.60%
Interest Rate Swap Contracts [Member] | LIBOR [Member] | Maximum [Member]
Derivative, Fair Value, Net [Abstract]
Fixed interest rate	4.30%	4.30%

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Contingencies (Details) $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($) Site Defendant	Dec. 31, 2019 USD ($)
Environmental Matters [Abstract]
Number of on-site cleanups | Site	4
Number of on-site cleanups in operation and maintenance stage | Site	3
Number of on-site cleanups in implementation stage | Site	1
Undiscounted accrued liabilities | $	$ 8.8	$ 6.6
Asbestos and Silica Related Litigation [Member]
Asbestos and Silica Related Litigation [Abstract]
Litigation reserve | $	116.3	118.1
Insurance recovery receivable amount | $	$ 122.4	$ 122.4
Asbestos and Silica Related Litigation [Member] | Minimum [Member]
Asbestos and Silica Related Litigation [Abstract]
Number of defendants | Defendant	25

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Inventories (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Inventory, Net [Abstract]
Raw materials, including parts and subassemblies	$ 651.8	$ 370.5
Work-in-process	119.9	47.6
Finished goods	303.4	71.4
Total inventories	1,075.1	489.5
Excess of LIFO costs over FIFO costs	13.0	13.0
Inventories	$ 1,088.1	$ 502.5

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Business Combinations, Unaudited Pro Forma Information (Details) - Ingersoll Rand Industrial [Member] - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Impact of Material and Nonrecurring Adjustments to Unaudited Pro forma [Abstract]
(Decrease) increase to expense as a result of inventory fair value adjustment, net of tax	$ (31.1)	$ 74.7
(Decrease) increase to expense as a result of transaction costs, net of tax	(38.1)	78.6
Unaudited Pro Forma Information [Abstract]
Revenues	1,269.8	1,500.0
Net loss	$ (0.2)	$ (110.5)

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Debt (Tables)

3 Months Ended

Mar. 31, 2020

Debt [Abstract]

Debt

Debt as of March 31, 2020 and December 31, 2019 is summarized as follows.

	March 31, 2020			December 31, 2019
Short-term borrowings	$	—		$	—
Long-term debt
Revolving credit facility, due 2024	$	—		$	—
Receivables financing agreement, due 2020		—			—
Dollar Term Loan, due 2024(1)		—			927.6
Euro Term Loan, due 2024(2)		—			673.9
Dollar Term Loan B, due 2027(3)		1,897.7			—
Dollar Term Loan, due 2027(4)		926.5			—
Euro Term Loan, due 2027(5)		662.2			—
Finance leases and other long-term debt		17.8			18.0
Unamortized debt issuance costs		(41.4	)		(8.1	)
Total long-term debt, net, including current maturities		3,462.8			1,611.4
Current maturities of long-term debt		35.7			7.6
Total long-term debt, net	$	3,427.1		$	1,603.8

⁽¹⁾ The weighted-average interest rate was 4.47% for the period from January 1, 2020 through February 27, 2020.

⁽²⁾ The weighted-average interest rate was 3.00% for the period from January 1, 2020 through February 27, 2020.

⁽³⁾ As of March 31, 2020, this amount is presented net of unamortized discounts of $2.3 million.  As of March 31, 2020, the applicable interest rate was 2.74% and the weighted-average interest rate was 3.33% for the period from February 28, 2020 through March 31, 2020.

⁽⁴⁾ As of March 31, 2020, this amount is presented net of unamortized discounts of $1.1 million.  As of March 31, 2020, the applicable interest rate was 2.74% and the weighted average interest rate was 3.33% for the period from February 28, 2020 through March 31, 2020.

⁽⁵⁾ As of March 31, 2020, this amount is presented net of unamortized discounts of $0.8 million.  As of March 31, 2020, the applicable interest rate was 2.00% and the weighted average interest rate was 2.00% for the period from February 28, 2020 through March 31, 2020.

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Revenue from Contracts with Customers (Tables)

3 Months Ended

Mar. 31, 2020

Revenue from Contracts with Customers [Abstract]

Disaggregation of Revenue

The following tables provide disaggregated revenue by reportable segment for the three month periods ended March 31, 2020 and 2019.

	For the Three Month Period Ended March 31, 2020
	Industrial Technologies and Services		Precision and Science Technologies		High Pressure Solutions		Specialty Vehicle Technologies		Total
Primary Geographic Markets
United States	$	177.2	$	49.3	$	80.7	$	73.6	$	380.8
Other Americas		45.3		4.9		10.2		4.8		65.2
Total Americas	$	222.5	$	54.2	$	90.9	$	78.4	$	446.0
EMEA		200.6		40.9		4.1		5.4		251.0
Asia Pacific		80.9		17.8		1.4		2.8		102.9
Total	$	504.0	$	112.9	$	96.4	$	86.6	$	799.9
Product Categories
Original equipment(1)	$	303.3	$	99.0	$	12.5	$	72.6	$	487.4
Aftermarket(2)		200.7		13.9		83.9		14.0		312.5
Total	$	504.0	$	112.9	$	96.4	$	86.6	$	799.9
Pattern of Revenue Recognition
Revenue recognized at point in time(3)	$	459.4	$	112.9	$	96.4	$	84.5	$	753.2
Revenue recognized over time(4)		44.6		—		—		2.1		46.7
Total	$	504.0	$	112.9	$	96.4	$	86.6	$	799.9

	For the Three Month Period Ended March 31, 2019
	Industrial Technologies and Services		Precision and Science Technologies		High Pressure Solutions		Specialty Vehicle Technologies		Total
Primary Geographic Markets
United States	$	116.5	$	37.8	$	114.9	$	—	$	269.2
Other Americas		29.6		0.7		13.7		—		44.0
Total Americas	$	146.1	$	38.5	$	128.6	$	—	$	313.2
EMEA		191.0		28.2		5.1		—		224.3
Asia Pacific		68.0		12.6		2.2		—		82.8
Total	$	405.1	$	79.3	$	135.9	$	—	$	620.3
Product Categories
Original equipment(1)	$	273.8	$	76.6	$	24.9	$	—	$	375.3
Aftermarket(2)		131.3		2.7		111.0		—		245.0
Total	$	405.1	$	79.3	$	135.9	$	—	$	620.3
Pattern of Revenue Recognition
Revenue recognized at point in time(3)	$	377.6	$	79.3	$	135.9	$	—	$	592.8
Revenue recognized over time(4)		27.5		—		—		—		27.5
Total	$	405.1	$	79.3	$	135.9	$	—	$	620.3

⁽¹⁾ Revenues from sales of capital equipment within the Industrials Technologies and Services and High Pressure Solutions Segments, sales of components to original equipment manufacturers in the Precision and Science Technologies Segment and sales of vehicles to independent distributors in the Specialty Vehicle Technologies Segments.

⁽²⁾ Revenues from sales of spare parts, accessories, other components and services in support of maintaining customer owned, installed base of the Company’s original equipment.

⁽³⁾ Revenues from short and long duration product and service contracts recognized at a point in time when control is transferred to the customer generally when products delivery has occurred and services have been rendered.

⁽⁴⁾ Revenues primarily from long duration ETO product contracts and certain contracts for delivery of a significant volume of substantially similar products recognized over time as contractual performance obligations are completed.

Contract Balances

The following table provides the contract balances as of March 31, 2020 and December 31, 2019 presented in the Condensed Consolidated Balance Sheets.

	March 31, 2020		December 31, 2019
Accounts receivable	$	1,027.5	$	459.1
Contract assets		54.2		29.0
Contract liabilities		166.2		51.7

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Benefit Plans

3 Months Ended

Mar. 31, 2020

Benefit Plans [Abstract]

Benefit Plans

Note 7. Benefit Plans

Acquisition of Ingersoll Rand Industrial

Defined Contribution Plans

In connection with the acquisition of Ingersoll Rand Industrial, the Company acquired certain defined contribution plans.  Most of the Ingersoll Rand Industrial employees in the U.S. are covered by a defined contribution plan.  Employer contributions are determined based on criteria specific to the individual.

Pension and Other Postretirement Benefit Plans

The Company acquired a number of pension and postretirement plans worldwide.  As of the date of acquisition of Ingersoll Rand Industrial, the Company recognized the funded status of the acquired defined benefit pension plans.  The funded status is the difference between the fair value of the plan assets and the projected benefit obligation.  Certain Company employees participate in various other postretirement benefit plans that are sponsored by Ingersoll Rand and cover certain U.S. and non – U.S. employees.  The other postretirement benefit plans are unfunded.  The Company funds the other postretirement plans on a pay-as-you-go basis in the form of direct benefit payments.  Other postretirement benefits are contributory with contributions adjusted for annually.  Life insurance plans for retirees are primarily noncontributory.

Deferred Compensation Plans

The Company acquired deferred compensation plans which allow certain key employees to defer a portion of their eligible compensation into a number of investment choices, including the Company’s common stock equivalents.  Except with respect to the Supplemental Employee Savings Plan I and II, which plans settle all investments in cash, any amounts invested in common stock are settled in shares of Ingersoll Rand common stock at the time of distribution. All other investments are settled in cash.  The portion of the acquired deferred compensation to be settled in shares is accounted for in the consideration transferred.

Net Periodic Benefit Cost

The following table summarizes the components of net periodic benefit cost for the Company’s defined benefit pension plans and other postretirement benefit plans recognized for the three month periods ended March 31, 2020 and 2019.

	Pension Benefits						Other Postretirement
	U.S. Plans			Non-U.S. Plans			Benefits
	For the Three Month Period Ended March 31, 2020			For the Three Month Period Ended March 31, 2020			For the Three Month Period Ended March 31, 2020
Service cost	$	0.6		$	0.7		$	—
Interest cost		1.2			1.5			0.1
Expected return on plan assets		(1.6	)		(2.7	)		—
Recognition of:
Unrecognized prior service cost		—			—			—
Unrecognized net actuarial loss		—			0.7			—
	$	0.2		$	0.2		$	0.1

	Pension Benefits						Other Postretirement
	U.S. Plans			Non-U.S. Plans			Benefits
	For the Three Month Period Ended March 31, 2019			For the Three Month Period Ended March 31, 2019			For the Three Month Period Ended March 31, 2019
Service cost	$	—		$	0.4		$	—
Interest cost		0.5			2.0			—
Expected return on plan assets		(0.5	)		(2.6	)		—
Recognition of:
Unrecognized prior service cost		—			—			—
Unrecognized net actuarial loss		—			0.5			—
	$	—		$	0.3		$	—

The components of net periodic benefit cost other than the service cost component are included in “Other income, net” of the Condensed Consolidated Statements of Operations.

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Restructuring

3 Months Ended

Mar. 31, 2020

Restructuring [Abstract]

Restructuring

Note 3. Restructuring

Restructuring Program 2018 to 2019

In the third quarter of 2018, the Company announced a restructuring program (“2018 Plan”) that primarily involved workforce reductions and facility consolidation. This restructuring program was substantially completed as of December 31, 2019.  Through December 31, 2019, $26.5 million was charged to expense through “Other operating expense, net” in the Consolidated Statements of Operations ($20.4 million for Industrial Technologies and Services, $1.6 million for Precision and Science Technologies, $3.4 million for High Pressure Solutions, and $1.1 million for Corporate).

Additionally, $3.3 million of non-cash asset write-offs in the High Pressure Solutions segment were charged to expense through “Other operating expense, net” in the Consolidated Statements of Operations.  The Company does not anticipate any material future expense related to this restructuring program and any remaining liabilities will be paid as contractually obligated.

Restructuring Program 2020 to 2022

Subsequent to the acquisition of Ingersoll Rand Industrial, the Company announced a restructuring program (“2020 Plan”) to drive efficiencies and synergies, reduce the number of facilities and optimize operating margin within the merged Company. The Company expects to incur total expenses of approximately $350.0 million related to workforce reductions, lease termination costs, other facility rationalization costs and other business related transformation costs from 2020 until 2022. The Company expects to realize approximately $250.0 million in annualized cost synergies by the end of 2022. The Company continues to evaluate operating efficiencies and anticipates incurring additional costs in the coming years in connection with these activities, but is unable to estimate those amounts at this time as such plans are not yet finalized.

Through March 31, 2020, $41.6 million was charged to expense through “Other operating expense, net” in the Condensed Consolidated Statements of Operations ($30.0 million for Industrial Technologies and Services, $3.1 million for Precision and Science Technologies, $3.1 million for High Pressure Solutions, $0.5 million for Specialty Vehicle Technologies and $4.9 million for Corporate).

The following table summarizes the activity associated with the Company’s restructuring programs for the three month period ended March 31, 2020.

	Total
Balance as of December 31, 2019	$	5.0
Charged to expense - Termination benefits		38.8
Charged to expense - Other		2.8
Payments		(18.2	)
Balance as of March 31, 2020	$	28.4

As of March 31, 2020, restructuring reserves of $28.4 million related to these programs are included in “Accrued liabilities” in the Condensed Consolidated Balance Sheets. The activity associated with the 2018 Plan for the three month period ended March 31, 2020 was not material. As of December 31, 2019, restructuring reserves of $5.0 million related to these programs are included in ‘‘Accrued liabilities’’ in the Condensed Consolidated Balance Sheets.

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Hedging Activities and Fair Value Measurements

3 Months Ended

Mar. 31, 2020

Hedging Activities and Fair Value Measurements [Abstract]

Hedging Activities and Fair Value Measurements

Note 11. Hedging Activities and Fair Value Measurements

Hedging Activities

The Company is exposed to certain market risks during the normal course of its business arising from adverse changes in interest rates and foreign currency exchange rates. The Company selectively uses derivative financial instruments (“derivatives”), including foreign currency forward contracts and interest rate swaps, to manage the risks from fluctuations in foreign currency exchange rates and interest rates, respectively. The Company does not purchase or hold derivatives for trading or speculative purposes. Fluctuations in interest rates and foreign currency exchange rates can be volatile, and the Company’s risk management activities do not totally eliminate these risks. Consequently, these fluctuations could have a significant effect on the Company’s financial results.

The Company’s exposure to interest rate risk results primarily from its variable-rate borrowings. The Company manages its debt centrally, considering tax consequences and its overall financing strategies. The Company manages its exposure to interest rate risk by using pay-fixed interest rate swaps as cash flow hedges of variable rate debt in order to adjust the relative fixed and variable proportions.

A substantial portion of the Company’s operations is conducted by its subsidiaries outside of the United States in currencies other than the USD. Almost all of the Company’s non-U.S. subsidiaries conduct their business primarily in their local currencies, which are also their functional currencies. Other than the USD, the EUR, GBP, and Chinese Renminbi are the principal currencies in which the Company and its subsidiaries enter into transactions. The Company is exposed to the impacts of changes in foreign currency exchange rates on the translation of its non-U.S. subsidiaries’ assets, liabilities and earnings into USD. The Company has certain U.S. subsidiaries borrow in currencies other than the USD.

The Company and its subsidiaries are also subject to the risk that arises when they, from time to time, enter into transactions in currencies other than their functional currency. To mitigate this risk, the Company and its subsidiaries typically settle intercompany trading balances monthly. The Company also selectively uses forward currency contracts to manage this risk. These contracts for the sale or purchase of European and other currencies generally mature within one year.

Derivative Instruments

The following table summarizes the notional amounts, fair values and classification of the Company’s outstanding derivatives by risk category and instrument type within the Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019.

	March 31, 2020
				Fair Value (1)				Fair Value (1)		Fair Value (1)
_	Derivative Classification	Notional Amount (1)		Other Current Assets		Fair Value (1) Other Assets		Accrued Liabilities		Other Liabilities
Derivatives Designated as Hedging Instruments
Interest rate swap contracts	Cash Flow	$	825.0	$	—	$	—	$	11.6	$	—
Derivatives Not Designated as Hedging Instruments
Foreign currency forwards	Fair Value	$	182.7	$	3.0	$	—	$	—	$	—
Foreign currency forwards	Fair Value	$	126.0	$	—	$	—	$	1.6	$	—

	December 31, 2019
				Fair Value (1)				Fair Value (1)		Fair Value (1)
_	Derivative Classification	Notional Amount (1)		Other Current Assets		Fair Value (1) Other Assets		Accrued Liabilities		Other Liabilities
Derivatives Designated as Hedging Instruments
Interest rate swap contracts	Cash Flow	$	825.0	$	—	$	—	$	13.1	$	—
Derivatives Not Designated as Hedging Instruments
Foreign currency forwards	Fair Value	$	55.2	$	0.5	$	—	$	—	$	—
Foreign currency forwards	Fair Value	$	106.9	$	—	$	—	$	0.5	$	—

⁽¹⁾ Notional amounts represent the gross contract amounts of the outstanding derivatives excluding the total notional amount of positions that have been effectively closed through offsetting positions.  The net gains and net losses associated with positions that have been effectively closed through offsetting positions but not yet settled are included in the asset and liability derivatives fair value columns, respectively.

Gains and losses on derivatives designated as cash flow hedges included in the Condensed Consolidated Statements of Comprehensive (Loss) Income for the three month periods ended March 31, 2020 and 2019 are as presented in the table below.

	For the Three Month Period Ended March 31,
	2020			2019
Interest rate swap contracts
Loss recognized in AOCI on derivatives	$	(3.8	)	$	(2.4	)
Loss reclassified from AOCI into income (effective portion)(1)		(5.3	)		(3.7	)

⁽¹⁾ Losses on derivatives reclassified from accumulated other comprehensive income (“AOCI”) into income were included within “Interest expense” of the Condensed Consolidated Statements of Operations.

As of March 31, 2020, the Company was the fixed rate payor on four interest rate swap contracts that effectively fix the LIBOR-based index used to determine the interest rates charged on a total of $825.0 million of the Company’s LIBOR-based variable rate borrowings.  These contracts carry fixed rates ranging from 3.6% to 4.3% and expire in 2020.  These swap agreements qualify as hedging instruments and have been designated as cash flow hedges of forecasted LIBOR-based interest payments.  Based on LIBOR-based swap yield curves as of March 31, 2020, the Company expects to reclassify losses of $12.6 million out of AOCI into earnings during the next 12 months.  The Company’s LIBOR-based variable rate borrowings outstanding as of March 31, 2020 were $2,824.2 million and €600.4 million.

The Company had eleven foreign currency forward contracts outstanding as of March 31, 2020 with notional amounts ranging from $7.5 million to $74.2 million. These contracts are used to hedge the change in fair value of recognized foreign currency denominated assets or liabilities caused by changes in currency exchange rates.  The changes in the fair value of these contracts generally offset the changes in the fair value of a corresponding amount of the hedged items, both of which are included within “Other operating expense, net” in the Condensed Consolidated Statements of Operations.  The Company’s foreign currency forward contracts are subject to master netting arrangements or agreements between the Company and each counterparty for the net settlement of all contracts through a single payment in a single currency in the event of default on or termination of any one contract with that certain counterparty.  It is the Company’s practice to recognize the gross amounts in the Condensed Consolidated Balance Sheets.  The amount available to be netted is not material.

The Company’s losses on derivative instruments not designated as accounting hedges and total net foreign currency transaction losses for the three month periods ended March 31, 2020 and 2019 were as follows.

	For the Three Month Period Ended March 31,
	2020			2019
Foreign currency forward contracts losses	$	(2.6	)	$	(1.6	)
Total foreign currency transaction losses, net		(2.6	)		(3.1	)

The Company has a significant investment in consolidated subsidiaries with functional currencies other than the USD, particularly the EUR. On August 17, 2017, the Company designated its €615.0 million Original Euro Term Loan as a hedge of the Company’s net investment in subsidiaries with EUR functional currencies until it was extinguished and replaced on February 28, 2020 by a €601.2 million Euro Term Loan, further described in Note 8 “Debt”.  As of March 31, 2020, the  Euro Term Loan of €600.4 million remained designated.

The Company’s gains, net of income tax, associated with changes in the value of debt for the three month periods ended March 31, 2020 and 2019 and the net balance of such gains included in accumulated other comprehensive (loss) income as of March 31, 2020 and 2019 were as follows.

	For the Three Month Period Ended March 31,
	2020		2019
Gain, net of income tax, recorded through other comprehensive (loss) income	$	8.2	$	11.6
Balance included in accumulated other comprehensive (loss) income as of March 31, 2020 and 2019, respectively		83.0		68.2

For the periods presented, all cash flows associated with derivatives are classified as operating cash flows in the Condensed Consolidated Statements of Cash Flows.

Fair Value Measurements

A financial instrument is defined as cash or cash equivalents, evidence of an ownership interest in an entity, or a contract that creates a contractual obligation or right to deliver or receive cash or another financial instrument from another party. The Company’s financial instruments consist primarily of cash and cash equivalents, trade accounts receivables, trade accounts payables, deferred compensation assets and obligations, derivatives and debt instruments. The carrying values of cash and cash equivalents, trade accounts receivables, trade accounts payables, and variable rate debt instruments are a reasonable estimate of their respective fair values.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or more advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows.

Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities as of the reporting date.

Level 2 Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities as of the reporting date.

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019.

	March 31, 2020
	Level 1		Level 2		Level 3		Total
Financial Assets
Foreign currency forwards(1)	$	—	$	3.0	$	—	$	3.0
Trading securities held in deferred compensation plan(2)		6.3		—		—		6.3
Total	$	6.3	$	3.0		—	$	9.3
Financial Liabilities
Foreign currency forwards(1)	$	—	$	1.6	$	—	$	1.6
Interest rate swaps(3)		—		11.6		—		11.6
Deferred compensation plan(2)		6.3		—		—		6.3
Acquired deferred compensation plan(4)		11.4		—		—		11.4
Total	$	17.7	$	13.2	$	—	$	30.9

	December 31, 2019
	Level 1		Level 2		Level 3		Total
Financial Assets
Foreign currency forwards(1)	$	—	$	0.5	$	—	$	0.5
Trading securities held in deferred compensation plan(2)		7.3		—		—		7.3
Total	$	7.3	$	0.5	$	—	$	7.8
Financial Liabilities
Foreign currency forwards(1)	$	—	$	0.5	$	—	$	0.5
Interest rate swaps(3)		—		13.1		—		13.1
Deferred compensation plan(2)		7.3		—		—		7.3
Total	$	7.3	$	13.6	$	—	$	20.9

⁽¹⁾ Based on calculations that use readily observable market parameters at their basis, such as spot and forward rates.

⁽²⁾ Based on the quoted price of publicly traded mutual funds which are classified as trading securities and accounted for using the mark-to-market method.

⁽³⁾ Measured as the present value of all expected future cash flows based on the LIBOR-based swap yield curves as of March 31, 2020.  The present value calculation uses discount rates that have been adjusted to reflect the credit quality of the Company and its counterparties.

⁽⁴⁾ The Company acquired two deferred compensation plans with the Ingersoll Rand Industrial acquisition.  The balance included herein is based on the quoted price of publicly traded mutual funds and certain publicly traded stock.  A portion of the deferred compensation plans acquired is settled in the Company’s shares and recorded in equity at historical cost, and as such, is not included in this fair value table.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Current assets
Cash and cash equivalents	$ 555.7	$ 505.5
Accounts receivable, net of allowance for doubtful accounts of $49.1 and $18.4, respectively	1,027.5	459.1
Inventories	1,088.1	502.5
Other current assets	258.1	76.8
Total current assets	2,929.4	1,543.9
Property, plant and equipment, net of accumulated depreciation of $310.1 and $298.4, respectively	829.0	326.6
Goodwill	5,503.4	1,287.7
Other intangible assets, net	5,679.7	1,255.0
Deferred tax assets	34.7	3.0
Other assets	382.1	212.2
Total assets	15,358.3	4,628.4
Current liabilities
Short-term borrowings and current maturities of long-term debt	35.7	7.6
Accounts payable	764.6	322.9
Accrued liabilities	589.7	244.1
Total current liabilities	1,390.0	574.6
Long-term debt, less current maturities	3,427.1	1,603.8
Pensions and other postretirement benefits	269.3	99.7
Deferred income taxes	1,111.1	251.0
Other liabilities	405.3	229.4
Total liabilities	6,602.8	2,758.5
Commitments and contingencies (Note 15)
Stockholders' equity
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 418,217,918 and 206,767,529 shares issued as of March 31, 2020 and December 31, 2019, respectively	4.2	2.1
Capital in excess of par value	9,241.5	2,302.0
Accumulated deficit	(179.2)	(141.4)
Accumulated other comprehensive loss	(344.1)	(256.0)
Treasury stock at cost; 1,659,263 and 1,701,785 shares as of March 31, 2020 and December 31, 2019, respectively	(36.2)	(36.8)
Total Ingersoll Rand Inc stockholders' equity	8,686.2	1,869.9
Noncontrolling interests	69.3	0.0
Total stockholders' equity	8,755.5	1,869.9
Total liabilities and stockholders' equity	$ 15,358.3	$ 4,628.4

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Basis of Presentation and Recent Accounting Pronouncements (Policies)

3 Months Ended

Mar. 31, 2020

Basis of Presentation and Recent Accounting Pronouncements [Abstract]

Basis of Presentation

Basis of Presentation

On February 29, 2020, Ingersoll Rand Inc. (formerly known as Gardner Denver Holdings, Inc.) completed the acquisition of the Ingersoll Rand Industrial business (“Ingersoll Rand Industrial”) by way of merger and changed its name from Gardner Denver Holdings, Inc. to Ingersoll Rand Inc.  The condensed consolidated financial statements as of and for the three month period ended March 31, 2020 include the financial results of Ingersoll Rand Industrial from the date of acquisition.

Ingersoll Rand Inc. is a holding company whose operating subsidiaries are Gardner Denver, Inc. and Ingersoll Rand Industrial U.S., Inc, and certain of Gardner Denver, Inc’s. and Ingersoll Rand Industrial U.S., Inc’s subsidiaries.  Ingersoll Rand Inc. is a diversified, global manufacturer of highly engineered, application-critical flow control products and provider of related aftermarket parts and services. The accompanying condensed consolidated financial statements include the accounts of Ingersoll Rand Inc. and its majority-owned subsidiaries (collectively referred to herein as “Ingersoll Rand” or the “Company”).

The financial information presented as of any date other than December 31, 2019 has been prepared from the books and records of the Company without audit.  The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information.  Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.  In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of adjustments associated with acquisition accounting and normal recurring adjustments, necessary for the fair presentation of such financial statements.  All intercompany transactions and accounts have been eliminated in consolidation.

The Company’s unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Securities and Exchange Commission (“SEC”).

The results of operations for the three month period ended March 31, 2020 is not necessarily indicative of the results to be expected for the full year.  The recent outbreak of the novel Coronavirus (“COVID-19”) is a rapidly developing situation around the globe that has negatively impacted and could continue to negatively impact the global economy.  The Company’s operating results will be subject to fluctuations based on general economic conditions, and the extent to which COVID-19 may ultimately impact its business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate extent of the spread of the disease and the duration of the outbreak and business closures or business disruptions for the Company, suppliers and customers.

The balance sheet as of December 31, 2019 has been derived from the Company’s audited financial statements as of that date but does not include all of the information and notes required by GAAP for complete financial statements.

Immediately prior to the acquisition of Ingersoll Rand Industrial, affiliates of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) owned 70,671,135 shares of common stock of the Company or approximately 34%, of the total outstanding common stock of the Company.  Following the acquisition of Ingersoll Rand Industrial, KKR owns 70,671,135 shares of common stock of the Company or approximately 17% of the total outstanding common stock of the Company.

The classification of stock-based compensation expense reported for the three month period ended March 31, 2019 was corrected. As a result, previously reported “Other operating expense, net” was decreased and “Selling and administrative expenses” was increased by $9.3 million for the three month period ended March 31, 2019.

Resegmentation

Resegmentation

Subsequent to the acquisition of Ingersoll Rand Industrial, Ingersoll Rand reorganized its reportable segments.  As a result, the Company no longer reports under the reportable segments of Industrial, Energy and Medical.  Instead, the Company presents financial information for the reportable segments of Industrial Technologies and Services, Precision and Science Technologies, Specialty Vehicle Technologies and High Pressure Solutions.  The Company’s Chief Operating Decision Maker regularly reviews financial information to allocate resources and assess performance utilizing these reorganized segments.  See Note 5 “Goodwill and Other Intangible Assets” for the allocation of goodwill to the new reportable segments.  See Note 16 “Segment Results” for a description of the new reportable segments.

Recently Adopted Accounting Standard Updates ("ASU")

Recently Adopted Accounting Standard Updates (“ASU”)

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40); Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in this update require implementation costs incurred by customers in cloud computing arrangements (i.e., hosting arrangements) to be capitalized under the same premises of authoritative guidance for internal-use software, and deferred over the noncancelable term of the cloud computing arrangement plus any option renewal periods that are reasonably certain to be exercised by the customer or for which the exercise is controlled by the service provider. The Company adopted this guidance prospectively on January 1, 2020.  The adoption did not have a material impact on the Company’s condensed consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update eliminate, add and modify certain disclosure requirements for fair value measurements as part of its disclosure framework project. The Company adopted this guidance on January 1, 2020.  The adoption did not have a material impact on the Company’s condensed consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which added an impairment model that is based on expected losses rather than incurred losses and is called the Current Expected Credit Losses (“CECL”) model. This impairment model is applicable to loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, reinsurance receivables as well as any other financial asset with the contractual right to receive cash. Under the new model, an allowance equal to the estimate of lifetime expected credit losses is recognized which will result in more timely loss recognition. The guidance is intended to reduce complexity by decreasing the number of credit impairment models. The Company adopted this guidance on January 1, 2020, using a modified retrospective transition method.  The Company recorded a cumulative-effect adjustment on the adoption date increasing “Accumulated deficit” in the Condensed Consolidated Balance Sheets by $1.0 million and decreasing “Accounts receivable, net of allowance for doubtful accounts” in the Condensed Consolidated Balance Sheets by $1.0 million.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for a limited time to ease the potential burden of accounting for reference rate reform on financial reporting. This guidance applies to contracts, hedging relationships and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates.  The guidance is effective beginning on March 12, 2020 through December 31, 2022.  The Company has not utilized any of the optional expedients or exceptions available under this ASU.  The Company will continue to assess whether this ASU is applicable throughout the effective period.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this update simplify the accounting for income taxes by removing certain exceptions and amending and clarifying existing guidance.  The guidance is effective for public companies beginning with the first quarter of 2021.  Early adoption is permitted. The Company is currently assessing the impact of this ASU on its condensed consolidated financial statements and evaluating the timing of adoption.

In August 2018, the FASB issued ASU 2018-14, Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans. The amendments in this update eliminate, add and modify certain disclosure requirements for defined benefit pension plans. The guidance is effective for public companies beginning with its annual report for fiscal year 2020.  This ASU will have an immaterial impact on the Company’s condensed consolidated financial statements.

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Basis of Presentation and Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2020

Basis of Presentation and Recent Accounting Pronouncements [Abstract]

Basis of Presentation and Recent Accounting Pronouncements

Note 1. Basis of Presentation and Recent Accounting Pronouncements

Basis of Presentation

On February 29, 2020, Ingersoll Rand Inc. (formerly known as Gardner Denver Holdings, Inc.) completed the acquisition of the Ingersoll Rand Industrial business (“Ingersoll Rand Industrial”) by way of merger and changed its name from Gardner Denver Holdings, Inc. to Ingersoll Rand Inc.  The condensed consolidated financial statements as of and for the three month period ended March 31, 2020 include the financial results of Ingersoll Rand Industrial from the date of acquisition.

Ingersoll Rand Inc. is a holding company whose operating subsidiaries are Gardner Denver, Inc. and Ingersoll Rand Industrial U.S., Inc, and certain of Gardner Denver, Inc’s. and Ingersoll Rand Industrial U.S., Inc’s subsidiaries.  Ingersoll Rand Inc. is a diversified, global manufacturer of highly engineered, application-critical flow control products and provider of related aftermarket parts and services. The accompanying condensed consolidated financial statements include the accounts of Ingersoll Rand Inc. and its majority-owned subsidiaries (collectively referred to herein as “Ingersoll Rand” or the “Company”).

The financial information presented as of any date other than December 31, 2019 has been prepared from the books and records of the Company without audit.  The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information.  Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.  In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of adjustments associated with acquisition accounting and normal recurring adjustments, necessary for the fair presentation of such financial statements.  All intercompany transactions and accounts have been eliminated in consolidation.

The Company’s unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Securities and Exchange Commission (“SEC”).

The results of operations for the three month period ended March 31, 2020 is not necessarily indicative of the results to be expected for the full year.  The recent outbreak of the novel Coronavirus (“COVID-19”) is a rapidly developing situation around the globe that has negatively impacted and could continue to negatively impact the global economy.  The Company’s operating results will be subject to fluctuations based on general economic conditions, and the extent to which COVID-19 may ultimately impact its business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate extent of the spread of the disease and the duration of the outbreak and business closures or business disruptions for the Company, suppliers and customers.

The balance sheet as of December 31, 2019 has been derived from the Company’s audited financial statements as of that date but does not include all of the information and notes required by GAAP for complete financial statements.

Immediately prior to the acquisition of Ingersoll Rand Industrial, affiliates of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) owned 70,671,135 shares of common stock of the Company or approximately 34%, of the total outstanding common stock of the Company.  Following the acquisition of Ingersoll Rand Industrial, KKR owns 70,671,135 shares of common stock of the Company or approximately 17% of the total outstanding common stock of the Company.

The classification of stock-based compensation expense reported for the three month period ended March 31, 2019 was corrected. As a result, previously reported “Other operating expense, net” was decreased and “Selling and administrative expenses” was increased by $9.3 million for the three month period ended March 31, 2019.

Resegmentation

Subsequent to the acquisition of Ingersoll Rand Industrial, Ingersoll Rand reorganized its reportable segments.  As a result, the Company no longer reports under the reportable segments of Industrial, Energy and Medical.  Instead, the Company presents financial information for the reportable segments of Industrial Technologies and Services, Precision and Science Technologies, Specialty Vehicle Technologies and High Pressure Solutions.  The Company’s Chief Operating Decision Maker regularly reviews financial information to allocate resources and assess performance utilizing these reorganized segments.  See Note 5 “Goodwill and Other Intangible Assets” for the allocation of goodwill to the new reportable segments.  See Note 16 “Segment Results” for a description of the new reportable segments.

Recently Adopted Accounting Standard Updates (“ASU”)

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40); Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in this update require implementation costs incurred by customers in cloud computing arrangements (i.e., hosting arrangements) to be capitalized under the same premises of authoritative guidance for internal-use software, and deferred over the noncancelable term of the cloud computing arrangement plus any option renewal periods that are reasonably certain to be exercised by the customer or for which the exercise is controlled by the service provider. The Company adopted this guidance prospectively on January 1, 2020.  The adoption did not have a material impact on the Company’s condensed consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update eliminate, add and modify certain disclosure requirements for fair value measurements as part of its disclosure framework project. The Company adopted this guidance on January 1, 2020.  The adoption did not have a material impact on the Company’s condensed consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which added an impairment model that is based on expected losses rather than incurred losses and is called the Current Expected Credit Losses (“CECL”) model. This impairment model is applicable to loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, reinsurance receivables as well as any other financial asset with the contractual right to receive cash. Under the new model, an allowance equal to the estimate of lifetime expected credit losses is recognized which will result in more timely loss recognition. The guidance is intended to reduce complexity by decreasing the number of credit impairment models. The Company adopted this guidance on January 1, 2020, using a modified retrospective transition method.  The Company recorded a cumulative-effect adjustment on the adoption date increasing “Accumulated deficit” in the Condensed Consolidated Balance Sheets by $1.0 million and decreasing “Accounts receivable, net of allowance for doubtful accounts” in the Condensed Consolidated Balance Sheets by $1.0 million.

Recently Issued Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for a limited time to ease the potential burden of accounting for reference rate reform on financial reporting. This guidance applies to contracts, hedging relationships and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates.  The guidance is effective beginning on March 12, 2020 through December 31, 2022.  The Company has not utilized any of the optional expedients or exceptions available under this ASU.  The Company will continue to assess whether this ASU is applicable throughout the effective period.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this update simplify the accounting for income taxes by removing certain exceptions and amending and clarifying existing guidance.  The guidance is effective for public companies beginning with the first quarter of 2021.  Early adoption is permitted. The Company is currently assessing the impact of this ASU on its condensed consolidated financial statements and evaluating the timing of adoption.

In August 2018, the FASB issued ASU 2018-14, Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans. The amendments in this update eliminate, add and modify certain disclosure requirements for defined benefit pension plans. The guidance is effective for public companies beginning with its annual report for fiscal year 2020.  This ASU will have an immaterial impact on the Company’s condensed consolidated financial statements.

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Contingencies

3 Months Ended

Mar. 31, 2020

Contingencies [Abstract]

Contingencies

Note 15. Contingencies

The Company is a party to various legal proceedings, lawsuits and administrative actions, which are of an ordinary or routine nature for a company of its size and sector. The Company believes that such proceedings, lawsuits and administrative actions will not materially adversely affect its operations, financial condition, liquidity or competitive position. A more detailed discussion of certain of these proceedings, lawsuits and administrative actions is set forth below.

Asbestos and Silica Related Litigation

The Company has been named as a defendant in a number of asbestos-related and silica-related personal injury lawsuits. The plaintiffs in these suits allege exposure to asbestos or silica from multiple sources and typically the Company is one of approximately 25 or more named defendants.

Predecessors to the Company sometimes manufactured, distributed and/or sold products allegedly at issue in the pending asbestos and silica-related lawsuits (the ‘‘Products’’). However, neither the Company nor its predecessors ever mined, manufactured, mixed, produced or distributed asbestos fiber or silica sand, the materials that allegedly caused the injury underlying the lawsuits. Moreover, the asbestos-containing components of the Products, if any, were enclosed within the subject Products.

Although the Company has never mined, manufactured, mixed, produced or distributed asbestos fiber or silica sand nor sold products that could result in a direct asbestos or silica exposure, many of the companies that did engage in such activities or produced such products are no longer in operation. This has led to law firms seeking potential alternative companies to name in lawsuits where there has been an asbestos or silica related injury.

The Company believes that the pending and future asbestos and silica-related lawsuits are not likely to, in the aggregate, have a material adverse effect on its consolidated financial position, results of operations or liquidity, based on: the Company’s anticipated insurance and indemnification rights to address the risks of such matters; the limited potential asbestos exposure from the Products described above; the Company’s experience that the vast majority of plaintiffs are not impaired with a disease attributable to alleged exposure to asbestos or silica from or relating to the Products or for which the Company otherwise bears responsibility; various potential defenses available to the Company with respect to such matters; and the Company’s prior disposition of comparable matters. However, inherent uncertainties of litigation and future developments, including, without limitation, potential insolvencies of insurance companies or other defendants, an adverse determination in the Adams County Case (discussed below), or other inability to collect from the Company’s historical insurers or indemnitors, could cause a different outcome. While the outcome of legal proceedings is inherently uncertain, based on presently known facts, experience, and circumstances, the Company believes that the amounts accrued on its balance sheet are adequate and that the liabilities arising from the asbestos and silica-related personal injury lawsuits will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity. ‘‘Accrued liabilities’’ and ‘‘Other liabilities’’ of the Condensed Consolidated Balance Sheets include a total litigation reserve of $116.3 million and $118.1 million as of March 31, 2020 and December 31, 2019, respectively, with regards to potential liability arising from the Company’s asbestos-related litigation. Asbestos related defense costs are excluded from the asbestos claims liability and are recorded separately as services are incurred. In the event of unexpected future developments, it is possible that the ultimate resolution of these matters may be material to the Company’s consolidated financial position, results of operation or liquidity.

The Company has entered into a series of agreements with certain of its or its predecessors’ legacy insurers and certain potential indemnitors to secure insurance coverage and/or reimbursement for the costs associated with the asbestos and silica-related lawsuits filed against the Company. The Company has also pursued litigation against certain insurers or indemnitors, where necessary. The Company has an insurance recovery receivable for probable asbestos related recoveries of approximately $122.4 million as of March 31, 2020 and December 31, 2019, respectively, which was included in ‘‘Other assets’’ in the Condensed Consolidated Balance Sheets.

The largest such recent action, Gardner Denver, Inc. v. Certain Underwriters at Lloyd’s, London, et al., was filed on July 9, 2010, in the Eighth Judicial Circuit, Adams County, Illinois, as case number 10-L-48 (the ‘‘Adams County Case’’). In the lawsuit, the Company seeks, among other things, to require certain excess insurer defendants to honor their insurance policy obligations to the Company, including payment in whole or in part of the costs associated with the asbestos-related lawsuits filed against the Company. In October 2011, the Company reached a settlement with one of the insurer defendants, which had issued both primary and excess policies, for approximately the amount of such defendant’s policies that were subject to the lawsuit. Since then, the case has been proceeding through the discovery and motions process with the remaining insurer defendants. On January 29, 2016, the Company prevailed on the first phase of that discovery and motions process (‘‘Phase I’’). Specifically, the Court in the Adams County Case ruled that the Company has rights under all of the policies in the case, subject to their terms and conditions, even though the policies were sold to the Company’s former owners rather than to the Company itself. On June 9, 2016, the Court denied a motion by several of the insurers who sought permission to appeal the Phase I ruling immediately rather than waiting until the end of the whole case as is normally required. The case is now proceeding through the discovery process regarding the remaining issues in dispute (‘‘Phase II’’).

A majority of the Company’s expected future recoveries of the costs associated with the asbestos-related lawsuits are the subject of the Adams County Case.

The amounts recorded by the Company for asbestos-related liabilities and insurance recoveries are based on currently available information and assumptions that the Company believes are reasonable based on an evaluation of relevant factors. The actual liabilities or insurance recoveries could be higher or lower than those recorded if actual results vary significantly from the assumptions. There are a number of key variables and assumptions including the number and type of new claims to be filed each year, the resolution or outcome of these claims, the average cost of resolution of each new claim, the amount of insurance available, allocation methodologies, the contractual terms with each insurer with whom the Company has reached settlements, the resolution of coverage issues with other excess insurance carriers with whom the Company has not yet achieved settlements, and the solvency risk with respect to the Company’s insurance carriers. Other factors that may affect the future liability include uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, legal rulings that may be made by state and federal courts, and the passage of state or federal legislation. The Company makes the necessary adjustments for the asbestos liability and corresponding insurance recoveries on an annual basis unless facts or circumstances warrant assessment as of an interim date.

Environmental Matters

The Company has been identified as a potentially responsible party (‘‘PRP’’) with respect to several sites designated for cleanup under U.S. federal ‘‘Superfund’’ or similar state laws that impose liability for cleanup of certain waste sites and for related natural resource damages. Persons potentially liable for such costs and damages generally include the site owner or operator and persons that disposed or arranged for the disposal of hazardous substances found at those sites. Although these laws impose joint and several liability on PRPs, in application the PRPs typically allocate the investigation and cleanup costs based upon the volume of waste contributed by each PRP. Based on currently available information, the Company was only a small contributor to these waste sites, and the Company has, or is attempting to negotiate, de minimis settlements for their cleanup. The cleanup of the remaining sites is substantially complete and the Company’s future obligations entail a share of the sites’ ongoing operating and maintenance expense. The Company is also addressing four on-site cleanups for which it is the primary responsible party. Three of these cleanup sites are in the operation and maintenance stage and one is in the implementation stage.

The Company has undiscounted accrued liabilities of $8.8 million and $6.6 million as of March 31, 2020 and December 31, 2019, respectively, on its Condensed Consolidated Balance Sheets to the extent costs are known or can be reasonably estimated for its remaining financial obligations for the environmental matters discussed above and does not anticipate that any of these matters will result in material additional costs beyond amounts accrued. Based upon consideration of currently available information, the Company does not anticipate any material adverse effect on its results of operations, financial condition, liquidity or competitive position as a result of compliance with federal, state, local or foreign environmental laws or regulations, or cleanup costs relating to these matters.

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Stock-Based Compensation Plan, Acquisition of Ingersoll Rand Industrial (Details) - Stock Options [Member]	1 Months Ended	3 Months Ended
	Feb. 29, 2020	Mar. 31, 2020	Mar. 31, 2019
Assumptions [Abstract]
Expected life of options		6 years 3 months 18 days	6 years 3 months 18 days
Risk-free interest rate			2.60%
Assumed volatility			31.80%
Expected dividend rate		0.00%	0.00%
Minimum [Member]
Assumptions [Abstract]
Risk-free interest rate		0.70%
Assumed volatility		24.60%
Maximum [Member]
Assumptions [Abstract]
Risk-free interest rate		1.50%
Assumed volatility		39.00%
Ingersoll Rand Industrial [Member]
Assumptions [Abstract]
Risk-free interest rate	0.90%
Assumed volatility	34.20%
Expected dividend rate	0.00%
Ingersoll Rand Industrial [Member] | Minimum [Member]
Assumptions [Abstract]
Expected life of options	2 years
Ingersoll Rand Industrial [Member] | Maximum [Member]
Assumptions [Abstract]
Expected life of options	3 years 7 months 6 days

XML

Benefit Plans (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Pension Benefits [Member] | U.S. Plans [Member]
Net Periodic Benefit Cost [Abstract]
Service cost	$ 0.6	$ 0.0
Interest cost	1.2	0.5
Expected return on plan assets	(1.6)	(0.5)
Recognition of [Abstract]
Unrecognized prior service cost	0.0	0.0
Unrecognized net actuarial loss	0.0	0.0
Total recognized in other comprehensive (loss) income	0.2	0.0
Pension Benefits [Member] | Non-U.S. Plans [Member]
Net Periodic Benefit Cost [Abstract]
Service cost	0.7	0.4
Interest cost	1.5	2.0
Expected return on plan assets	(2.7)	(2.6)
Recognition of [Abstract]
Unrecognized prior service cost	0.0	0.0
Unrecognized net actuarial loss	0.7	0.5
Total recognized in other comprehensive (loss) income	0.2	0.3
Other Postretirement Benefits [Member]
Net Periodic Benefit Cost [Abstract]
Service cost	0.0	0.0
Interest cost	0.1	0.0
Expected return on plan assets	0.0	0.0
Recognition of [Abstract]
Unrecognized prior service cost	0.0	0.0
Unrecognized net actuarial loss	0.0	0.0
Total recognized in other comprehensive (loss) income	$ 0.1	$ 0.0

XML

Stock-Based Compensation Plan, Restricted Stock Unit Awards (Details) - Restricted Stock Unit [Member] shares in Thousands	3 Months Ended
	Mar. 31, 2020 $ / shares shares
Shares [Roll Forward]
Non-vested stock units, beginning balance (in shares) | shares	719
Converted Ingersoll Rand Industrial restricted stock units (in shares) | shares	305
Granted (in shares) | shares	707
Vested (in shares) | shares	(187)
Forfeited (in shares) | shares	(13)
Non-vested stock units, ending balance (in shares) | shares	1,531
Weighted-Average Grant-Date Fair Value [Abstract]
Non-vested stock units, beginning balance (in dollars per share) | $ / shares	$ 29.31
Converted Ingersoll Rand Industrial restricted stock units (in dollars per share) | $ / shares	33.06
Granted (in dollars per share) | $ / shares	25.34
Vested (in dollars per share) | $ / shares	28.73
Forfeited (in dollars per share) | $ / shares	28.87
Non-vested stock units, ending balance (in dollars per share) | $ / shares	$ 28.29

XML

Basis of Presentation and Recent Accounting Pronouncements, Accounting Standards Updates (Details) - ASU 2016-13 [Member] - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019
Accounts Receivable, Net of Allowance for Doubtful Accounts [Member]
New Accounting Pronouncements [Abstract]
Cumulative effect adjustment		$ (1.0)
Accumulated Deficit [Member]
New Accounting Pronouncements [Abstract]
Cumulative effect adjustment	$ (1.0)	$ 1.0	$ 0.0

XML

Business Combinations, Property, Plant and Equipment (Details) - Ingersoll Rand Industrial [Member] $ in Millions	Feb. 29, 2020 USD ($)
Property, Plant and Equipment [Abstract]
Preliminary fair value of property, plant and equipment	$ 520.0
Land [Member]
Property, Plant and Equipment [Abstract]
Preliminary fair value of property, plant and equipment	38.8
Buildings [Member]
Property, Plant and Equipment [Abstract]
Preliminary fair value of property, plant and equipment	177.4
Machinery and Equipment [Member]
Property, Plant and Equipment [Abstract]
Preliminary fair value of property, plant and equipment	255.9
Office Furniture and Equipment [Member]
Property, Plant and Equipment [Abstract]
Preliminary fair value of property, plant and equipment	13.2
Other [Member]
Property, Plant and Equipment [Abstract]
Preliminary fair value of property, plant and equipment	0.9
Construction in Progress [Member]
Property, Plant and Equipment [Abstract]
Preliminary fair value of property, plant and equipment	$ 33.8

XML

Business Combinations (Tables)

3 Months Ended

Mar. 31, 2020

Business Combinations [Abstract]

Aggregate Purchase Consideration

The aggregate purchase consideration has been preliminarily allocated as follows.

Purchase Price
Fair value of Ingersoll Rand common stock issued for Ingersoll Rand
Industrial outstanding common stock(1)	$	6,919.5
Fair value attributable to pre-merger service for replacement equity awards(2)		8.6
Fair value attributable to pre-merger service for deferred compensation plan(3)		8.9
Total purchase consideration	$	6,937.0

Purchase Price Allocation

Purchase Price Allocation
Cash	$	41.3
Accounts receivable		579.9
Inventory		576.2
Other current assets		136.9
Property, plant and equipment		520.0
Goodwill		4,278.2
Intangible assets		4,501.3
Other noncurrent assets		269.8
Total current liabilities, including current maturities of long-term debt of $19.0 million		(830.6	)
Deferred tax liability		(900.6	)
Long-term debt, net of debt issuance costs and an original issue discount		(1,851.7	)
Other noncurrent liabilities		(310.4	)
Noncontrolling interest		(73.3	)
	$	6,937.0

⁽¹⁾ Represents the fair value of 211,023,522 shares of the Company’s common stock issued for Ingersoll Rand Industrial outstanding common stock multiplied by $32.79, the price per share of common stock as of the closing price on February 28, 2020.

⁽²⁾ Represents the fair value of the replacement equity awards to the extent those related to services provided by the employee of Ingersoll Rand Industrial prior to closing.  See Note 9 “Stock-Based Compensation Plan” for additional information about the replacement equity awards.

⁽³⁾ Represents the fair value of the deferred compensation plan to be settled in equity.  See Note 7 “Benefit Plans” for additional information about the deferred compensation plan.

Preliminary Fair Value of Property, Plant and Equipment

The preliminary fair value of property, plant and equipment was primarily calculated using replacement costs adjusted for the age and condition of the asset, with the exception of real property which was calculated using the market approach, and is summarized below.

Land	$	38.8
Buildings		177.4
Machinery and equipment		255.9
Office furniture and equipment		13.2
Other		0.9
Construction in progress		33.8
Preliminary fair value of property, plant and equipment	$	520.0

Estimated Preliminary Fair Value and Weighted Average Useful Life of Identifiable Intangible Assets

The estimated preliminary fair value and weighted average useful life of the Ingersoll Rand Industrial identifiable intangible assets are as follows.

	Fair Value		Weighted average useful life (years)
Tradenames(1)	$	1,427.0	Indefinite
Developed technology(2)		145.0		6
Customer relationships(3)		2,805.0		21
Backlog(4)		90.9	< 1
Other(5)		33.4		4
Preliminary fair value of identfiable intangible assets	$	4,501.3

⁽¹⁾ Tradenames were identified from brands of Ingersoll Rand Industrial.  The preliminary fair value of tradenames were determined using a relief from royalty methodology which estimates the cost savings generated by a company related to the ownership of an asset for which it would otherwise have had to pay royalties or license fees on revenues earned through the use of the asset.  The discount rate used was determined at the time of measurement based on an analysis of the implied internal rate of return of the transaction, weighted average cost of capital and weighted average return on assets.  Tradenames are expected to have an indefinite useful life.

⁽²⁾ Developed technology was identified from the products of Ingersoll Rand Industrial.  Preliminary fair values were determined using a relief from royalty methodology with similar methodology and assumptions as described in the tradename description above.  The economic useful life was determined based on the technology cycle related to each developed technology, as well as the cash flows over the forecast period.

⁽³⁾ Customer relationships represent the preliminary fair value of existing relationships with the Ingersoll Rand Industrial customers.  Its preliminary fair value was determined using the Multi-Period Excess Earning Method which involves isolating the net earnings attributable to the asset being measured based on present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life.  The valuation includes a valuation of the assembled workforce, using the Cost Approach, for purposes of calculating contributory asset charges to be used in the Multi-Period Excess Earning Method valuations.  The economic useful life was determined based on historical customer attrition rates.

⁽⁴⁾ Backlog primarily relates to the dollar value of purchase arrangements with customers, effective, as of a given point in time, that are based on mutually agreed terms which, in some cases, may still be subject to completion of written documentation and may be changed or cancelled by the customer, often without penalty.  Ingersoll Rand Industrial’s backlog consists of these arrangements with assigned shipment dates expected, in most cases, within three to twelve months.  The preliminary fair value was determined using the Multi-Period Excess Earning Method.  The economic useful life is based on the time to fulfill the outstanding order backlog obligation.

⁽⁵⁾ Other intangible assets is primarily comprised of software.

Impact of Material and Nonrecurring Adjustments to the Unaudited Pro forma Results

The table below reflects the impact of material and nonrecurring adjustments to the unaudited pro forma results for the three month periods ended March 31, 2020 and 2019 that are directly attributable to the acquisition.

	For the Three Month Period Ended March 31,
	2020			2019
(Decrease) increase to expense as a result of inventory fair value adjustment, net of tax		(31.1	)		74.7
(Decrease) increase to expense as a result of transaction costs, net of tax		(38.1	)		78.6

Unaudited Pro Forma Information

The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of the Company’s condensed consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of fiscal year 2019 or of the results of the Company’s future results of operations of the combined businesses.

	For the Three Month Period Ended March 31,
	2020			2019
Revenues	$	1,269.8		$	1,500.0
Net loss		(0.2	)		(110.5	)

XML

Business Combinations

3 Months Ended

Mar. 31, 2020

Business Combinations [Abstract]

Business Combinations

Note 2. Business Combinations

Ingersoll Rand Industrial Acquisition

On February 29, 2020, Ingersoll Rand completed the acquisition of Ingersoll Rand Industrial for the total estimated purchase consideration of approximately $6,937.0 million which represents Ingersoll Rand common stock with a fair value of $6,919.5 million and the balance equal to the fair value attributable to pre-acquisition service for replacement equity awards and deferred compensation arrangements settled in shares (or valued by reference to shares) of Ingersoll Rand common stock and reimbursement of retirement funding obligation.  Ingersoll Rand Industrial is a global provider of mission-critical flow control and compression equipment and associated aftermarket parts, consumables and services.  Ingersoll Rand acquired Ingersoll Rand Industrial to extend and enhance its portfolio of products to address market opportunities in the compressor, blower, pump and other industrial product markets.

Immediately prior to the merger, Trane Technologies plc (formerly known as Ingersoll-Rand plc) (“Old IR” or “Trane Technologies”) completed a spin-off in which it distributed one share of common stock of Ingersoll-Rand Industrial US. Holdco, Inc. (“SpinCo”), par value $0.01 per share, for each share of Old IR, outstanding as of the record date for the spin-off on February 24, 2020.  In accordance with the merger agreement by and among Ingersoll Rand, Old IR, SpinCo and Charm Merger Sub Inc, a wholly owned subsidiary of Ingersoll Rand (“Merger Sub”), Merger Sub merged with and into SpinCo (the “acquisition”) and each share of common stock of SpinCo, par value $0.01 per share (“SpinCo common stock”), issued and outstanding immediately prior to the acquisition was converted into the right to receive 0.8824 shares of common stock of Ingersoll Rand, par value $0.01 per share (“Ingersoll Rand common stock”).  Immediately after the consummation of the acquisition, approximately 50.1% of the outstanding shares of Ingersoll Rand common stock on a fully-diluted basis was held by SpinCo stockholders and approximately 49.9% of the outstanding shares of the Company common stock on a fully-diluted basis was held by pre-acquisition Ingersoll Rand stockholders.  Since Ingersoll Rand (formerly named Gardner Denver Holdings, Inc.) is the accounting acquirer, the fair value of the equity issued by Ingersoll Rand to SpinCo stockholders in the acquisition was determined by reference to the market price of Ingersoll Rand common stock.  Accordingly, the purchase consideration below reflects the estimated fair value of the Ingersoll Rand shares issued in exchange for shares of SpinCo common stock in the acquisition, which is based on the final closing price of shares of Ingersoll Rand common stock prior to the effective time of the acquisition on February 28, 2020 of $32.79 per share.  The Company incurred approximately $87.3 million in total acquisition-related costs in connection with the acquisition, including approximately $42.3 million in the three month period ended March 31, 2020 recorded to “Other operating expenses, net” in the Condensed Consolidated Statements of Operations.  In addition, the Company incurred $1.0 million in registration fees in connection with issuing shares in the acquisition of Ingersoll Rand Industrial.  The $1.0 million reduced “Capital in excess of par value” of the Condensed Consolidated Balance Sheets.

Preliminary Purchase Price Allocation

In accordance with the FASB’s ASC 805 Business Combinations, Ingersoll Rand was determined to be the accounting acquirer.  As such, Ingersoll Rand applied the acquisition method of accounting with respect to the identifiable assets and liabilities of Ingersoll Rand Industrial, which have been measured at estimated fair value as of the date of the business combination.

Ingersoll Rand Industrial’s assets and liabilities were measured at estimated fair values at February 29, 2020, primarily using Level 3 inputs except for debt, which was measured using Level 2 inputs and non-controlling interests, which was measured using Level 1 inputs.  Estimates of fair value represent management’s best estimate of assumptions about future events and uncertainties, including significant judgments related to future cash flows, discount rates, competitive trends, margin and revenue growth assumptions including royalty rates and customer attrition rates, market comparables and others.  Inputs used were generally obtained from historical data supplemented by current and anticipated market conditions and growth rates.

The following table summarizes the preliminary allocation of purchase price to the identifiable assets acquired and liabilities assumed by Ingersoll Rand, with the excess of purchase price over the fair value of Ingersoll Rand Industrial’s net assets recorded as goodwill.  Due to the timing of the business combination and the magnitude of and multi-jurisdictional nature of the net assets acquired, at March 31, 2020 the valuation process to determine the fair values is not complete and further adjustments are expected in fiscal year 2020.  The Company has estimated the preliminary fair value of net assets acquired based on information currently available and will continue to adjust those estimates as additional information becomes available, including the refinement of market participant assumptions and finalization of tax returns in the pre-acquisition period.  As the Company finalizes the fair value of assets acquired and liabilities assumed, as well as finalizes working capital adjustments, additional purchase price allocation adjustments will be recorded during the measurement period, but no later than one year from the date of the acquisition.  The Company will reflect measurement period adjustments in the period in which the adjustments are determined.

The aggregate purchase consideration has been preliminarily allocated as follows.

Purchase Price
Fair value of Ingersoll Rand common stock issued for Ingersoll Rand
Industrial outstanding common stock(1)	$	6,919.5
Fair value attributable to pre-merger service for replacement equity awards(2)		8.6
Fair value attributable to pre-merger service for deferred compensation plan(3)		8.9
Total purchase consideration	$	6,937.0

Purchase Price Allocation
Cash	$	41.3
Accounts receivable		579.9
Inventory		576.2
Other current assets		136.9
Property, plant and equipment		520.0
Goodwill		4,278.2
Intangible assets		4,501.3
Other noncurrent assets		269.8
Total current liabilities, including current maturities of long-term debt of $19.0 million		(830.6	)
Deferred tax liability		(900.6	)
Long-term debt, net of debt issuance costs and an original issue discount		(1,851.7	)
Other noncurrent liabilities		(310.4	)
Noncontrolling interest		(73.3	)
	$	6,937.0

⁽¹⁾ Represents the fair value of 211,023,522 shares of the Company’s common stock issued for Ingersoll Rand Industrial outstanding common stock multiplied by $32.79, the price per share of common stock as of the closing price on February 28, 2020.

⁽²⁾ Represents the fair value of the replacement equity awards to the extent those related to services provided by the employee of Ingersoll Rand Industrial prior to closing.  See Note 9 “Stock-Based Compensation Plan” for additional information about the replacement equity awards.

⁽³⁾ Represents the fair value of the deferred compensation plan to be settled in equity.  See Note 7 “Benefit Plans” for additional information about the deferred compensation plan.

Summary of Significant Fair Value Methods

The methods used to determine the preliminary fair value of significant identifiable assets and liabilities included in the preliminary allocation of purchase price are discussed below.  The final fair value determination may differ from this preliminary determination.

Inventories

Acquired inventory is comprised of finished goods, work in process and raw materials.  The preliminary fair value of finished goods was calculated as the estimated selling price, adjusted for costs of the selling effort and a reasonable profit allowance relating to the selling effort.  The preliminary fair value of work in process inventory was primarily calculated as the estimated selling price, adjusted for estimated costs to complete the manufacturing, estimated costs of the selling effort, as well as a reasonable profit margin on the remaining manufacturing and selling effort.  The preliminary fair value of raw materials and supplies was determined based on replacement cost which approximates historical carrying value.  The preliminary fair value step-up of $102.3 million of inventories measured on a First In First Out (“FIFO”) basis is amortized to “Cost of sales” in the condensed consolidated financial statements as the inventory is sold, which is expected to be a period of four months from the acquisition date.  For inventories measured on a Last In First Out (“LIFO”) basis, the acquired inventory becomes the LIFO base layer inventory.

Property, Plant and Equipment

The preliminary fair value of property, plant and equipment was primarily calculated using replacement costs adjusted for the age and condition of the asset, with the exception of real property which was calculated using the market approach, and is summarized below.

Land	$	38.8
Buildings		177.4
Machinery and equipment		255.9
Office furniture and equipment		13.2
Other		0.9
Construction in progress		33.8
Preliminary fair value of property, plant and equipment	$	520.0

Identifiable Intangible Assets

The estimated preliminary fair value and weighted average useful life of the Ingersoll Rand Industrial identifiable intangible assets are as follows.

	Fair Value		Weighted average useful life (years)
Tradenames(1)	$	1,427.0	Indefinite
Developed technology(2)		145.0		6
Customer relationships(3)		2,805.0		21
Backlog(4)		90.9	< 1
Other(5)		33.4		4
Preliminary fair value of identfiable intangible assets	$	4,501.3

⁽¹⁾ Tradenames were identified from brands of Ingersoll Rand Industrial.  The preliminary fair value of tradenames were determined using a relief from royalty methodology which estimates the cost savings generated by a company related to the ownership of an asset for which it would otherwise have had to pay royalties or license fees on revenues earned through the use of the asset.  The discount rate used was determined at the time of measurement based on an analysis of the implied internal rate of return of the transaction, weighted average cost of capital and weighted average return on assets.  Tradenames are expected to have an indefinite useful life.

⁽²⁾ Developed technology was identified from the products of Ingersoll Rand Industrial.  Preliminary fair values were determined using a relief from royalty methodology with similar methodology and assumptions as described in the tradename description above.  The economic useful life was determined based on the technology cycle related to each developed technology, as well as the cash flows over the forecast period.

⁽³⁾ Customer relationships represent the preliminary fair value of existing relationships with the Ingersoll Rand Industrial customers.  Its preliminary fair value was determined using the Multi-Period Excess Earning Method which involves isolating the net earnings attributable to the asset being measured based on present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life.  The valuation includes a valuation of the assembled workforce, using the Cost Approach, for purposes of calculating contributory asset charges to be used in the Multi-Period Excess Earning Method valuations.  The economic useful life was determined based on historical customer attrition rates.

⁽⁴⁾ Backlog primarily relates to the dollar value of purchase arrangements with customers, effective, as of a given point in time, that are based on mutually agreed terms which, in some cases, may still be subject to completion of written documentation and may be changed or cancelled by the customer, often without penalty.  Ingersoll Rand Industrial’s backlog consists of these arrangements with assigned shipment dates expected, in most cases, within three to twelve months.  The preliminary fair value was determined using the Multi-Period Excess Earning Method.  The economic useful life is based on the time to fulfill the outstanding order backlog obligation.

⁽⁵⁾ Other intangible assets is primarily comprised of software.

The Company believes that the amounts of purchased intangible assets recorded represent the preliminary fair values of and approximates the amounts a market participant would pay for these intangible assets as of the acquisition date.

Leases, including lease liabilities and right-of-use (“ROU”) assets

Lease liabilities, included in “Accrued liabilities” and “Other non-current liabilities” in the Condensed Consolidated Balance Sheets, at the acquisition date, are remeasured at the present value of the future minimum lease payments over the remaining lease term and the incremental borrowing rate of Ingersoll Rand as if the acquired leases were new leases as of the acquisition date.  ROU assets included in “Other assets” in the Condensed Consolidated Balance Sheets as of the acquisition date, are equal to the amount of the lease liability at the acquisition date adjusted for any off-market terms of the lease.  The remaining lease term is based on the remaining term at the acquisition date plus any renewal or extension options that the Company is reasonably certain will be exercised.

Pension and Other Postretirement Liabilities

Ingersoll Rand recognized a pretax net liability representing the net funded status of Ingersoll Rand Industrial’s defined-benefit pension and other postretirement benefit (“OPEB”) plans.  See Note 7 “Benefit Plans” for further information on the pension and OPEB arrangements.

Long-Term Debt

Ingersoll Rand Services Company incurred $1,900.0 million of indebtedness under the Credit Agreement dated as of February 28, 2020 among Ingersoll Rand Services Company, as borrower, Citibank, N.A. as administrative agent and collateral agent and the lenders party thereto (the “Senior Secured Credit Facility”) prior to the closing of the acquisition, and the indebtedness under the Senior Secured Credit Facility will mature February 28, 2027 (or, if such date is not a business day the first business day thereafter).  Ingersoll Rand incurred a total of $26.9 million debt issuance costs associated with the $1,900.0 million loan under the Senior Secured Credit Facility. The $1,900.0 million of indebtedness under the Credit Agreement was reduced by a $2.4 million original issue discount.

The fair value for long term debt is determined based on the total indebtedness less debt issuance costs as the debt consummated at the time of closing of the acquisition.

Deferred Income Tax Assets and Liabilities

The acquisition was structured as a merger and therefore, the Company assumed the historical tax basis of Ingersoll Rand Industrial’s assets and liabilities. The deferred income tax assets and liabilities include the expected future federal, state and foreign tax consequences associated with temporary differences between the preliminary fair values of the assets acquired and liabilities assumed and the respective tax bases. Tax rates utilized in calculating deferred income taxes generally represent the enacted statutory tax rates at the effective date of the acquisition in the jurisdictions in which legal title of the underlying asset or liability resides.  See Note 13. “Income Taxes” for further information related to income taxes.

Noncontrolling Interests

Ingersoll Rand Industrial has a 74% controlling interest in Ingersoll-Rand India Limited.  Therefore, there is a 26% non-controlling interest in Ingersoll-Rand India Limited. Ingersoll-Rand India Limited is a public company in India and listed on stock exchanges in India.  Ingersoll Rand’s preliminary fair value of non-controlling interest is based on market quote of Indian Rupee 639.2 per share, available on the last trading day on February 28, 2020 prior to the closing date of the acquisition.  Considering non-controlling shares of 8.2 million, the preliminary fair value of non-controlling interest is $73.3 million.

Other Assets Acquired and Liabilities Assumed (excluding Goodwill)

The Company utilized the carrying values, net of allowances, to value accounts receivable and accounts payable as well as other current assets and liabilities as it was determined that carrying values represented the fair value of those items at the acquisition date.

Goodwill

The excess of the consideration for the acquisition over the preliminary fair value of net assets acquired was recorded as goodwill.  The estimated goodwill recognized is attributable primarily to expected synergies and expanded market opportunities from combining the Company’s operations with those of Ingersoll Rand Industrial.  The goodwill created in the acquisition is not expected to be deductible for tax purposes and is subject to material revision as the purchase price allocation is completed.  Goodwill arising from the acquisition has been allocated to the Industrial Technologies and Services, High Pressure Solutions, Precision and Science Technologies and Specialty Vehicle Technologies reporting segments.  See Note 5. “Goodwill and Other Intangible Assets” for the allocation of goodwill to segments.

Results of Ingersoll Rand Industrial Subsequent to the Acquisition

The operating results of Ingersoll Rand Industrial have been included in the Company’s condensed consolidated financial statements for the three month period ended March 31, 2020 from the acquisition date. The Company’s condensed consolidated statements of operations for the three month period ended March 31, 2020 included revenues of $293.4 million and a net loss of $33.3 million which includes the effects of purchase accounting adjustments, primarily changes in amortization of intangible assets, depreciation of property, plant and equipment and amortization of stepped up inventory.

Unaudited Pro Forma Information

The following unaudited pro forma financial information summarizes the combined results of operations for the Company and Ingersoll Rand Industrial as if the acquisition had been completed on January 1, 2019. The pro forma results have been prepared for comparative purposes only, and do not necessarily represent what the revenue or results of operations would have been had the acquisition been completed on January 1, 2019. In addition, these results are not intended to be a projection of future operating results and do not reflect synergies that might be achieved.

The unaudited pro forma information includes adjustments for the preliminary purchase price accounting impact (including, but not limited to, amortization and depreciation for intangible assets and property, plant and equipment acquired, adjustments to stock-based compensation expense, the purchase accounting effect on inventory acquired, the purchase accounting effect on deferred revenue, interest expense and amortization of debt issuance costs related to the fair value adjustment to long-term debt, transaction costs and related tax impacts) and the alignment of accounting policies.

The table below reflects the impact of material and nonrecurring adjustments to the unaudited pro forma results for the three month periods ended March 31, 2020 and 2019 that are directly attributable to the acquisition.

	For the Three Month Period Ended March 31,
	2020			2019
(Decrease) increase to expense as a result of inventory fair value adjustment, net of tax		(31.1	)		74.7
(Decrease) increase to expense as a result of transaction costs, net of tax		(38.1	)		78.6

The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of the Company’s condensed consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of fiscal year 2019 or of the results of the Company’s future results of operations of the combined businesses.

	For the Three Month Period Ended March 31,
	2020			2019
Revenues	$	1,269.8		$	1,500.0
Net loss		(0.2	)		(110.5	)

Transactions with Trane Technologies

Certain agreements have been entered into between Ingersoll Rand and Trane Technologies plc, including, among others, an Employee Matters Agreement, a Real Estate Matters Agreement, a Tax Matters Agreement, an Intellectual Property Matters Agreement and a Transition Services Agreement each dated February 29, 2020.  The Transition Services Agreement has a term of twenty four calendar months.  Charges for services under the agreement will be determined on an allocated cost basis, subject to an overall annual aggregate cap.  During the three month period ended March 31, 2020, the Company incurred $2.4 million of charges under the Transition Service Agreement.

Acquisition of Air Compressors and Blowers North Limited

On August 19, 2019, the Company acquired Air Compressors and Blowers North Limited (“ACBN”), a provider of vacuum pumps, blowers and compressors. The Company acquired certain assets of ACBN for total consideration of $7.0 million, which consisted of cash payments of $5.9 million and a $1.1 million deferred payment. The deferred payment is expected to be paid by the end of the first quarter of 2021 and is recorded in “Other liabilities” in the Condensed Consolidated Balance Sheets. The revenues and operating income of ACBN are included in the Company’s condensed consolidated financial statements from the acquisition date and are included in the Industrial Technologies and Services segment. The goodwill resulting from this acquisition is deductible for tax purposes.

Acquisition of Oina VV AB

On July 3, 2019, the Company acquired Oina VV AB (“Oina”) which specializes in customized pump solutions for liquid handling processes for use in medical, process and industrial applications. The Company acquired all of the assets and assumed certain liabilities of Oina for total consideration, net of cash acquired, of $10.0 million, which consisted of cash payments of $5.6 million, a $1.6 million holdback, and up to $2.8 million in contingent earn-out provisions. The Company made payments of $0.8 million in the three month period ended March 31, 2020, related to the contingent earn-out provisions. The $1.6 million holdback is expected to be paid by the end of the fourth quarter of 2021 and is recorded in “Other liabilities” in the Condensed Consolidated Balance Sheets.  The revenues and operating income of Oina are included in the Company’s condensed consolidated financial statements from the acquisition date and are included in the Precision and Science Technologies segment. None of the goodwill resulting from this acquisition is deductible for tax purposes.

Acquisition Revenues and Operating Income

The revenue and operating income of the ACBN and Oina acquisitions for the three month period ended March 31, 2020, was $2.3 million and $0.1 million, respectively.

Pro forma information regarding these acquisitions has not been provided as they did not have a material impact on the Company’s Condensed Consolidated Statements of Operations individually or in the aggregate.

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Segment Results

3 Months Ended

Mar. 31, 2020

Segment Results [Abstract]

Segment Results

Note 16. Segment Results

Effective immediately upon the closing of the Ingersoll Rand Industrial acquisition, the Company began operating with four reportable segments.  As a result of these changes, information that the Company’s chief operating decision maker regularly reviews for purposes of allocating resources and assessing performance changed.  Therefore, beginning in the three month period ended March 31, 2020, the Company reports its financial performance based on its new segments.  The Company recasted certain prior period amounts to conform to the way the Company is internally managed and how the Company monitors segment performance during the current fiscal year.  A description of the Company’s four reportable segments, including the specific products manufactured and sold is presented below.

In the Industrial Technologies and Services segment, the Company designs, manufactures, markets and services a broad range of compressor, blower and vacuum solutions as well as fluid transfer equipment, loading systems, power tools and lifting equipment. The Company’s compressor, blower and vacuum products are used worldwide in industrial manufacturing, transportation, chemical processing, food and beverage production, energy, environmental and other applications. In addition to equipment sales, the Company offers a broad portfolio of service options tailored to customer needs and a complete range of aftermarket parts, air treatment equipment, controls and other accessories. The Company’s engineered loading systems and fluid transfer equipment ensure the safe handling and transfer of crude oil, liquefied natural gas, compressed natural gas, chemicals, and bulk materials. The Company’s power tools and lifting equipment are used by customers in industrial manufacturing, vehicle maintenance, energy and other markets for precision fastening, bolt removal, grinding, sanding, drilling, demolition and the safe and efficient lifting, positioning and movement of loads. The Company sells its products primarily through independent distributors worldwide and also sells directly to the customer.

In the Precision and Science Technologies segment, the Company designs, manufactures and markets a broad range of specialized positive displacement pumps, fluid management equipment and aftermarket parts for medical, laboratory, industrial manufacturing, water and wastewater, chemical processing, energy, food and beverage, agriculture and other markets. The Company’s products are used for a diverse set of applications including precision dosing of chemicals and supplements, blood dialysis, oxygen therapy, food processing, fluid transfer and dispensing, spray finishing and coating, mixing, high-pressure air and gas management and others. The Company sells primarily through a broad global network of specialized and national distributors and original equipment manufacturers (“OEM”) who integrate the Company’s products into their devices and systems.

In the High Pressure Solutions segment, the Company designs, manufactures, markets and services a diverse range of positive displacement pumps, integrated systems and associated aftermarket parts, consumables and services. The Company’s positive displacement pump offering includes mission-critical oil and gas drilling pumps, frac pumps and well servicing pumps, in addition to sales of associated aftermarket parts, consumables and services. The products sold into upstream energy applications are highly aftermarket-intensive and are supported in the field through one of the industry’s most comprehensive service networks. The Company’s customers provide drilling, completions and well services to oil and gas operators, particularly in the major basins and shale plays in the North American land market. The Company is one of the leading suppliers in these upstream energy applications and has long-standing customer relationships.

In the Specialty Vehicle Technologies segment, the Company designs, manufactures and markets Club Car ® golf, utility and consumer low-speed vehicles. The Company has a long-standing track record as a leading premium manufacturer with strong brand recognition. Its customers include golf course operators, resorts and hospitality sites, government agencies and municipalities, manufacturing and construction firms, sports and other arenas, colleges and universities and other commercial establishments, as well as individual consumers. The Company sells its products primarily through independent distributors in over eighty countries worldwide and also sells its products directly to consumers.

The Chief Operating Decision Maker (“CODM”) evaluates the performance of the Company’s reportable segments based on, among other measures, Segment Adjusted EBITDA. Management closely monitors the Segment Adjusted EBITDA of each reportable segment to evaluate past performance and actions required to improve profitability. Inter-segment sales and transfers are not significant. Administrative expenses related to the Company’s corporate offices and shared service centers in the United States and Europe, which includes transaction processing, accounting and other business support functions, are allocated to the business segments. Certain administrative expenses, including senior management compensation, treasury, internal audit, tax compliance, certain information technology, and other corporate functions, are not allocated to the business segments.

The following table provides summarized information about the Company’s operations by reportable segment and reconciles Segment Adjusted EBITDA to (Loss) Income Before Income Taxes for the three month periods ended March 31, 2020 and 2019.

	For the Three Month Period Ended March 31,
	2020			2019(1)
Revenue
Industrial Technologies and Services	$	504.0		$	405.1
Precision and Science Technologies		112.9			79.3
High Pressure Solutions		96.4			135.9
Specialty Vehicle Technologies		86.6			-
Total Revenue	$	799.9		$	620.3
Segment Adjusted EBITDA
Industrial Technologies and Services	$	94.8		$	85.5
Precision and Science Technologies		32.9			23.1
High Pressure Solutions		23.5			41.8
Specialty Vehicle Technologies		14.1			-
Total Segment Adjusted EBITDA	$	165.3		$	150.4
Less items to reconcile Segment Adjusted EBITDA to (Loss)
Income Before Income Taxes
Corporate expenses not allocated to segments	$	17.5		$	11.4
Interest expense		27.1			22.4
Depreciation and amortization expense(a)		71.1			45.5
Restructuring and related business transformation costs(b)		42.2			4.1
Acquisition related expenses and non-cash charges(c)		96.1			1.6
Establish public company financial reporting compliance(d)		-			0.6
Stock-based compensation(e)		3.0			8.7
Foreign currency transaction losses, net		2.6			3.1
Loss on extinguishment of debt(f)		2.0			-
Shareholder litigation settlement recoveries(g)		-			(6.0	)
Other adjustments(h)		(0.6	)		(0.1	)
(Loss) Income Before Income Taxes	$	(95.7	)	$	59.1

⁽¹⁾ For the three month period ended March 31, 2020, as a result of the acquisition of Ingersoll Rand Industrial, the Company changed its measurement methodology of Segment Adjusted EBITDA.  Segment Adjusted EBITDA and the reconciliation to (Loss) Income Before Income Taxes was revised to conform to the methodology used for the three month period ended March 31, 2020.

^(a) Depreciation and amortization expense excludes $1.2 million of depreciation of rental equipment.

^(b) Restructuring and related business transformation costs consist of the following.

	For the Three Month Period Ended March 31,
	2020		2019
Restructuring charges	$	41.6	$	2.0
Facility reorganization, relocation and other costs		0.4		0.6
Other, net		0.2		1.5
Total restructuring and related business transformation costs	$	42.2	$	4.1

^(c) Represents costs associated with successful and/or abandoned acquisitions, including third-party expenses, post-closure integration costs (including certain incentive and non-incentive cash compensation costs) and non-cash charges and credits arising from purchase accounting adjustments.

^(d) Represents third party expenses to comply with the requirements of Sarbanes-Oxley and the accelerated adoption of the new accounting standard (ASC 842 - Leases) in the first quarter of 2019, one year ahead of the required adoption dates for a private company.

^(e) Represents stock-based compensation expense recognized for the three month period ended March 31, 2020 of $3.5 million decreased by $0.5 million due to the reduction of an accrual related to employer taxes.  Represents stock-based compensation expense of $7.5 million increased by $1.2 million due to costs associated with employer taxes for the three month period ended March 31, 2019.

^(f) Represents losses on the extinguishment of the Company’s Original Dollar Term Loan and Original Euro Term Loan as a result of Amendment No. 5 to the Senior Secured Credit Facility.

^(g) Represents an insurance recovery of the Company’s shareholder litigation settlement in 2014.

^(h) Includes (i) effects of amortization of prior service costs and amortization of losses in pension and other postretirement benefits (“OPEB”) expense, (ii) certain legal and compliance costs and (iii) other miscellaneous adjustments.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Current assets:
Accounts receivable, allowance for doubtful accounts	$ 49.1	$ 18.4
Property, plant and equipment, accumulated depreciation	$ 310.1	$ 298.4
Stockholders' equity
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, shares issued (in shares)	418,217,918	206,767,529
Treasury stock (in shares)	1,659,263	1,701,785

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Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	May 13, 2020
Cover [Abstract]
Entity Registrant Name	Ingersoll Rand Inc.
Entity Central Index Key	0001699150
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	false
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		416,592,698
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-38095
Entity Tax Identification Number	46-2393770
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	800-A Beaty Street
Entity Address, City or Town	Davidson
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28036
City Area Code	704
Local Phone Number	655-4000
Title of 12(b) Security	Common Stock, $0.01 Par Value per share
Trading Symbol	IR
Security Exchange Name	NYSE

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Stock-Based Compensation Plan, Performance Share Unit Awards (Details) - Performance Share Unit [Member] shares in Thousands	3 Months Ended
	Mar. 31, 2020 $ / shares shares
Share-based Compensation Arrangement [Abstract]
Amortized straight-line performance period	3 years
Expected term	2 years 9 months 25 days
Volatility	35.20%
Risk-free interest rate	0.52%
Expected dividend rate	0.00%
Shares [Roll Forward]
Non-vested stock units, beginning balance (in shares) | shares	0
Granted (in shares) | shares	291
Vested (in shares) | shares	0
Forfeited (in shares) | shares	0
Non-vested stock units, ending balance (in shares) | shares	291
Weighted-Average Grant-Date Fair Value [Abstract]
Non-vested stock units, beginning balance (in dollars per share) | $ / shares	$ 0
Granted (in dollars per share) | $ / shares	27.79
Vested (in dollars per share) | $ / shares	0
Forfeited (in dollars per share) | $ / shares	0
Non-vested stock units, ending balance (in dollars per share) | $ / shares	$ 27.79

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Stock-Based Compensation Plan, Stock-Based Award Plan Activity (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Share-based Compensation Arrangement [Abstract]
Stock-based compensation expense	$ 3.5	$ 7.5
Accrued liabilities	589.7		$ 244.1
Stock Options [Member]
Share-based Compensation Arrangement [Abstract]
Unrecognized compensation expense	78.2
Restricted Stock Awards [Member]
Share-based Compensation Arrangement [Abstract]
Unrecognized compensation expense	78.2
Performance Share Unit [Member]
Share-based Compensation Arrangement [Abstract]
Unrecognized compensation expense	78.2
2013 Stock Incentive Plan [Member] | Stock Appreciation Rights (SARs) [Member]
Share-based Compensation Arrangement [Abstract]
Accrued liabilities	5.9
2013 and 2017 Plan [Member] | Equity Awards [Member]
Share-based Compensation Arrangement [Abstract]
Stock-based compensation expense	4.3
2013 and 2017 Plan [Member] | Stock Appreciation Rights (SARs) [Member]
Share-based Compensation Arrangement [Abstract]
Decrease in liability	$ (0.8)

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Debt, Summary of Debt (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020		Feb. 29, 2020	Dec. 31, 2019
Debt [Abstract]
Short-term borrowings	$ 0.0			$ 0.0
Long-term debt [Abstract]
Unamortized debt issuance costs	(41.4)			(8.1)
Total long-term debt, net, including current maturities	3,462.8			1,611.4
Current maturities of long-term debt	35.7			7.6
Total long-term debt, net	3,427.1			1,603.8
Revolving Credit Facility, Due 2024 [Member]
Long-term debt [Abstract]
Long-term debt	$ 0.0			0.0
Debt instrument maturity date	Jun. 28, 2024
Receivables Financing Agreement, Due 2020 [Member]
Long-term debt [Abstract]
Long-term debt	$ 0.0			0.0
Debt instrument maturity date	Jun. 30, 2020
Dollar Term Loan, due 2024 [Member]
Long-term debt [Abstract]
Long-term debt	$ 0.0			927.6	[1]
Debt instrument maturity date	Dec. 31, 2024
Weighted-average interest rate	4.47%
Euro Term Loan, due 2024 [Member]
Long-term debt [Abstract]
Long-term debt	$ 0.0			673.9	[2]
Debt instrument maturity date	Dec. 31, 2024
Weighted-average interest rate	3.00%
Dollar Term Loan B, due 2027 [Member]
Long-term debt [Abstract]
Long-term debt	$ 1,897.7	[3]	$ 1,900.0	0.0
Debt instrument maturity date	Feb. 28, 2027
Weighted-average interest rate	3.33%
Interest rate	2.74%
Unamortized discounts	$ 2.3		$ 2.4
Dollar Term Loan, due 2027 [Member]
Long-term debt [Abstract]
Long-term debt	$ 926.5	[4]		0.0
Debt instrument maturity date	Feb. 28, 2027
Weighted-average interest rate	3.33%
Interest rate	2.74%
Unamortized discounts	$ 1.1
Euro Term Loan, due 2027 [Member]
Long-term debt [Abstract]
Long-term debt	$ 662.2	[5]		0.0
Debt instrument maturity date	Feb. 28, 2027
Weighted-average interest rate	2.00%
Interest rate	2.00%
Unamortized discounts	$ 0.8
Finance Leases and Other Long-Term Debt [Member]
Long-term debt [Abstract]
Long-term debt	$ 17.8			$ 18.0

[1] The weighted-average interest rate was 4.47% for the period from January 1, 2020 through February 27, 2020.

[2] The weighted-average interest rate was 3.00% for the period from January 1, 2020 through February 27, 2020.

[3] As of March 31, 2020, this amount is presented net of unamortized discounts of $2.3 million.  As of March 31, 2020, the applicable interest rate was 2.74% and the weighted-average interest rate was 3.33% for the period from February 28, 2020 through March 31, 2020.

[4] As of March 31, 2020, this amount is presented net of unamortized discounts of $1.1 million.  As of March 31, 2020, the applicable interest rate was 2.74% and the weighted average interest rate was 3.33% for the period from February 28, 2020 through March 31, 2020.

[5] As of March 31, 2020, this amount is presented net of unamortized discounts of $0.8 million.  As of March 31, 2020, the applicable interest rate was 2.00% and the weighted average interest rate was 2.00% for the period from February 28, 2020 through March 31, 2020.

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Basis of Presentation and Recent Accounting Pronouncements, Basis of Presentation (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Feb. 28, 2020
Prior Period Adjustment [Abstract]
Stock-based compensation	$ 3.5	$ 7.5
Common Stock [Member] | Kohlberg Kravis Roberts & Co. L.P [Member]
Stock Issued or Granted During Period [Abstract]
Number of shares owned by non-controlling owners (in shares)	70,671,135		70,671,135
Ownership percentage by non-controlling owners	17.00%		34.00%
Other Operating Expense, Net [Member]
Prior Period Adjustment [Abstract]
Stock-based compensation		(9.3)
Selling and Administrative Expenses [Member]
Prior Period Adjustment [Abstract]
Stock-based compensation		$ 9.3

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Business Combinations, Inventories (Details) $ in Millions	Feb. 29, 2020 USD ($)
Ingersoll Rand Industrial [Member]
Inventories [Abstract]
Preliminary fair value step-up of inventory	$ 102.3

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Revenue from Contracts with Customers, Disaggregation of Revenue (Details) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019
Disaggregation of Revenue [Abstract]
Disaggregated revenue		$ 799.9	$ 620.3	[1]
Revenue Recognized at Point in Time [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue	[2]	753.2	592.8
Revenue Recognized over Time [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue	[3]	46.7	27.5
Original Equipment [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue	[4]	487.4	375.3
Aftermarket [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue	[5]	312.5	245.0
Total Americas [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		446.0	313.2
United States [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		380.8	269.2
Other Americas [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		65.2	44.0
EMEA [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		251.0	224.3
Asia Pacific [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		102.9	82.8
Industrial Technologies and Services [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		504.0	405.1
Industrial Technologies and Services [Member] | Revenue Recognized at Point in Time [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue	[2]	459.4	377.6
Industrial Technologies and Services [Member] | Revenue Recognized over Time [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue	[3]	44.6	27.5
Industrial Technologies and Services [Member] | Original Equipment [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue	[4]	303.3	273.8
Industrial Technologies and Services [Member] | Aftermarket [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue	[5]	200.7	131.3
Industrial Technologies and Services [Member] | Total Americas [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		222.5	146.1
Industrial Technologies and Services [Member] | United States [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		177.2	116.5
Industrial Technologies and Services [Member] | Other Americas [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		45.3	29.6
Industrial Technologies and Services [Member] | EMEA [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		200.6	191.0
Industrial Technologies and Services [Member] | Asia Pacific [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		80.9	68.0
Precision and Science Technologies [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		112.9	79.3
Precision and Science Technologies [Member] | Revenue Recognized at Point in Time [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue	[2]	112.9	79.3
Precision and Science Technologies [Member] | Revenue Recognized over Time [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue	[3]	0.0	0.0
Precision and Science Technologies [Member] | Original Equipment [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue	[4]	99.0	76.6
Precision and Science Technologies [Member] | Aftermarket [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue	[5]	13.9	2.7
Precision and Science Technologies [Member] | Total Americas [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		54.2	38.5
Precision and Science Technologies [Member] | United States [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		49.3	37.8
Precision and Science Technologies [Member] | Other Americas [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		4.9	0.7
Precision and Science Technologies [Member] | EMEA [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		40.9	28.2
Precision and Science Technologies [Member] | Asia Pacific [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		17.8	12.6
High Pressure Solutions [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		96.4	135.9
High Pressure Solutions [Member] | Revenue Recognized at Point in Time [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue	[2]	96.4	135.9
High Pressure Solutions [Member] | Revenue Recognized over Time [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue	[3]	0.0	0.0
High Pressure Solutions [Member] | Original Equipment [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue	[4]	12.5	24.9
High Pressure Solutions [Member] | Aftermarket [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue	[5]	83.9	111.0
High Pressure Solutions [Member] | Total Americas [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		90.9	128.6
High Pressure Solutions [Member] | United States [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		80.7	114.9
High Pressure Solutions [Member] | Other Americas [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		10.2	13.7
High Pressure Solutions [Member] | EMEA [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		4.1	5.1
High Pressure Solutions [Member] | Asia Pacific [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		1.4	2.2
Specialty Vehicle Technologies [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		86.6	0.0
Specialty Vehicle Technologies [Member] | Revenue Recognized at Point in Time [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue	[2]	84.5	0.0
Specialty Vehicle Technologies [Member] | Revenue Recognized over Time [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue	[3]	2.1	0.0
Specialty Vehicle Technologies [Member] | Original Equipment [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue	[4]	72.6	0.0
Specialty Vehicle Technologies [Member] | Aftermarket [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue	[5]	14.0	0.0
Specialty Vehicle Technologies [Member] | Total Americas [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		78.4	0.0
Specialty Vehicle Technologies [Member] | United States [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		73.6	0.0
Specialty Vehicle Technologies [Member] | Other Americas [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		4.8	0.0
Specialty Vehicle Technologies [Member] | EMEA [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		5.4	0.0
Specialty Vehicle Technologies [Member] | Asia Pacific [Member]
Disaggregation of Revenue [Abstract]
Disaggregated revenue		$ 2.8	$ 0.0

[1] For the three month period ended March 31, 2020, as a result of the acquisition of Ingersoll Rand Industrial, the Company changed its measurement methodology of Segment Adjusted EBITDA.  Segment Adjusted EBITDA and the reconciliation to (Loss) Income Before Income Taxes was revised to conform to the methodology used for the three month period ended March 31, 2020.

[2] Revenues from short and long duration product and service contracts recognized at a point in time when control is transferred to the customer generally when products delivery has occurred and services have been rendered.

[3] Revenues primarily from long duration ETO product contracts and certain contracts for delivery of a significant volume of substantially similar products recognized over time as contractual performance obligations are completed.

[4] Revenues from sales of capital equipment within the Industrials Technologies and Services and High Pressure Solutions Segments, sales of components to original equipment manufacturers in the Precision and Science Technologies Segment and sales of vehicles to independent distributors in the Specialty Vehicle Technologies Segments.

[5] Revenues from sales of spare parts, accessories, other components and services in support of maintaining customer owned, installed base of the Company’s original equipment.

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Accumulated Other Comprehensive (Loss) Income, Accumulated Other Comprehensive (Loss) Income Balances (Details) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019
Before-Tax Amount [Abstract]
Foreign currency translation adjustments, net		$ (89.5)	$ 4.5
Unrecognized gains on cash flow hedges, net		1.6	1.3
Pension and other postretirement benefit prior service cost and gain or loss, net		3.5	0.1
Other comprehensive (loss) income		(84.4)	5.9
Tax (Expense) or Benefit [Abstract]
Foreign currency translation adjustments, net		(2.7)	(4.6)
Unrecognized gains on cash flow hedges, net		(0.4)	0.6
Pension and other postretirement benefit prior service cost and gain or loss, net		(0.6)	0.1
Other comprehensive (loss) income		(3.7)	(3.9)
Net of Tax Amount [Abstract]
Foreign currency translation adjustments, net		(92.2)	(0.1)
Unrecognized gains on cash flow hedges, net		1.2	1.9
Pension and other postretirement benefit prior service cost and gain or loss, net		2.9	0.2
Total other comprehensive (loss) income, net of tax	[1]	$ (88.1)	$ 2.0

[1] All amounts are net of tax.  Amounts in parentheses indicate debits.

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Hedging Activities and Fair Value Measurements, Derivative Instruments included in the Condensed Consolidated Statements of Comprehensive Loss (Details) - Interest Rate Swap Contracts [Member] - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019
Gains and Losses on Derivatives Designated as Cash Flow Hedges [Abstract]
Loss recognized in AOCI on derivatives		$ (3.8)	$ (2.4)
Loss reclassified from AOCI into income (effective portion)	[1]	$ (5.3)	$ (3.7)

[1] Losses on derivatives reclassified from accumulated other comprehensive income (“AOCI”) into income were included within “Interest expense” of the Condensed Consolidated Statements of Operations.

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Supplemental Information (Details) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019
Other Operating Expense, Net [Abstract]
Foreign currency transaction losses, net		$ 2.6	$ 3.1
Restructuring charges, net	[1]	41.6	2.0
Shareholder litigation settlement recoveries	[2]	0.0	(6.0)
Acquisition related expenses and non-cash charges	[3]	55.0	1.5
Net loss on asset dispositions		0.0	0.1
Other, net		1.5	1.2
Total other operating expense, net		$ 100.7	$ 1.9

[1] See Note 3 “Restructuring.

[2] Represents an insurance recovery of the Company’s shareholder litigation settlement in 2014.

[3] Represents costs associated with successful and/or abandoned acquisitions, including third-party expenses and post-closure integration costs (including certain incentive and non-incentive cash compensation costs)

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(Loss) Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
(Loss) Earnings Per Share [Abstract]
(Loss) net income	$ (36.8)	$ 47.1
Less: Net loss attributable to noncontrolling interests	0.0	0.0
Net (Loss) Income Attributable to Ingersoll Rand Inc.	$ (36.8)	$ 47.1
Average shares outstanding [Abstract]
Basic (in shares)	277.3	201.6
Diluted (in shares)	277.3	207.7
(Loss) earnings per share [Abstract]
Basic (in dollars per share)	$ (0.13)	$ 0.23
Diluted (in dollars per share)	$ (0.13)	$ 0.23
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of diluted loss per share (in shares)		2.5

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Hedging Activities and Fair Value Measurements, Investment in Consolidated Subsidiaries with Functional Currencies Other than USD (Details) € in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)	Mar. 31, 2020 EUR (€)	Feb. 28, 2020 EUR (€)	Aug. 17, 2017 EUR (€)
Derivative, Fair Value, Net [Abstract]
Long-term debt hedged | €					€ 615.0
Euro Term Loan [Member]
Derivative, Fair Value, Net [Abstract]
Long-term debt hedged | €			€ 600.4	€ 601.2
Interest Rate Swap Contracts [Member]
Changes in the value of debt and designated interest rate swaps [Abstract]
Gain, net of income tax, recorded through other comprehensive (loss) income | $	$ 8.2	$ 11.6
Balance included in accumulated other comprehensive (loss) income as of March 31, 2020 and 2019, respectively | $	$ 83.0	$ 68.2

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Goodwill and Other Intangible Assets, Goodwill by Segment (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Goodwill [Roll Forward]
Balance at beginning of period	$ 1,287.7
Acquisitions	4,278.2
Foreign currency translation and other	(62.5)
Balance at end of period	5,503.4
Goodwill impairment charges	0.0	$ 0.0
Industrial Technologies and Services [Member]
Goodwill [Roll Forward]
Balance at beginning of period	865.4
Acquisitions	3,020.7
Foreign currency translation and other	(52.0)
Balance at end of period	3,834.1
Accumulated goodwill impairment losses	220.6
Precision and Science Technologies [Member]
Goodwill [Roll Forward]
Balance at beginning of period	227.5
Acquisitions	839.3
Foreign currency translation and other	(7.9)
Balance at end of period	1,058.9
High Pressure Solutions [Member]
Goodwill [Roll Forward]
Balance at beginning of period	194.8
Acquisitions	0.0
Foreign currency translation and other	0.0
Balance at end of period	194.8
Accumulated goodwill impairment losses	343.3
Specialty Vehicle Technologies [Member]
Goodwill [Roll Forward]
Balance at beginning of period	0.0
Acquisitions	418.2
Foreign currency translation and other	(2.6)
Balance at end of period	$ 415.6

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Business Combinations, Transactions with Trane Technologies (Details) - Trane Technologies PLC [Member] $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($)
Transactions with Trane Technologies [Abstract]
Term of transition services agreement	24 months
Amount of charges incurred under the transition service agreement	$ 2.4

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Benefit Plans (Tables)

3 Months Ended

Mar. 31, 2020

Benefit Plans [Abstract]

Net Periodic Benefit Cost

The following table summarizes the components of net periodic benefit cost for the Company’s defined benefit pension plans and other postretirement benefit plans recognized for the three month periods ended March 31, 2020 and 2019.

	Pension Benefits						Other Postretirement
	U.S. Plans			Non-U.S. Plans			Benefits
	For the Three Month Period Ended March 31, 2020			For the Three Month Period Ended March 31, 2020			For the Three Month Period Ended March 31, 2020
Service cost	$	0.6		$	0.7		$	—
Interest cost		1.2			1.5			0.1
Expected return on plan assets		(1.6	)		(2.7	)		—
Recognition of:
Unrecognized prior service cost		—			—			—
Unrecognized net actuarial loss		—			0.7			—
	$	0.2		$	0.2		$	0.1

	Pension Benefits						Other Postretirement
	U.S. Plans			Non-U.S. Plans			Benefits
	For the Three Month Period Ended March 31, 2019			For the Three Month Period Ended March 31, 2019			For the Three Month Period Ended March 31, 2019
Service cost	$	—		$	0.4		$	—
Interest cost		0.5			2.0			—
Expected return on plan assets		(0.5	)		(2.6	)		—
Recognition of:
Unrecognized prior service cost		—			—			—
Unrecognized net actuarial loss		—			0.5			—
	$	—		$	0.3		$	—

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Hedging Activities and Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2020

Hedging Activities and Fair Value Measurements [Abstract]

Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type

The following table summarizes the notional amounts, fair values and classification of the Company’s outstanding derivatives by risk category and instrument type within the Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019.

	March 31, 2020
				Fair Value (1)				Fair Value (1)		Fair Value (1)
_	Derivative Classification	Notional Amount (1)		Other Current Assets		Fair Value (1) Other Assets		Accrued Liabilities		Other Liabilities
Derivatives Designated as Hedging Instruments
Interest rate swap contracts	Cash Flow	$	825.0	$	—	$	—	$	11.6	$	—
Derivatives Not Designated as Hedging Instruments
Foreign currency forwards	Fair Value	$	182.7	$	3.0	$	—	$	—	$	—
Foreign currency forwards	Fair Value	$	126.0	$	—	$	—	$	1.6	$	—

	December 31, 2019
				Fair Value (1)				Fair Value (1)		Fair Value (1)
_	Derivative Classification	Notional Amount (1)		Other Current Assets		Fair Value (1) Other Assets		Accrued Liabilities		Other Liabilities
Derivatives Designated as Hedging Instruments
Interest rate swap contracts	Cash Flow	$	825.0	$	—	$	—	$	13.1	$	—
Derivatives Not Designated as Hedging Instruments
Foreign currency forwards	Fair Value	$	55.2	$	0.5	$	—	$	—	$	—
Foreign currency forwards	Fair Value	$	106.9	$	—	$	—	$	0.5	$	—

⁽¹⁾ Notional amounts represent the gross contract amounts of the outstanding derivatives excluding the total notional amount of positions that have been effectively closed through offsetting positions.  The net gains and net losses associated with positions that have been effectively closed through offsetting positions but not yet settled are included in the asset and liability derivatives fair value columns, respectively.

Gains and Losses on Derivatives Designated as Cash Flow Hedges

Gains and losses on derivatives designated as cash flow hedges included in the Condensed Consolidated Statements of Comprehensive (Loss) Income for the three month periods ended March 31, 2020 and 2019 are as presented in the table below.

	For the Three Month Period Ended March 31,
	2020			2019
Interest rate swap contracts
Loss recognized in AOCI on derivatives	$	(3.8	)	$	(2.4	)
Loss reclassified from AOCI into income (effective portion)(1)		(5.3	)		(3.7	)

⁽¹⁾ Losses on derivatives reclassified from accumulated other comprehensive income (“AOCI”) into income were included within “Interest expense” of the Condensed Consolidated Statements of Operations.

Losses on Derivative Instruments Not Designated as Accounting Hedges and Total Net Foreign Currency Losses

The Company’s losses on derivative instruments not designated as accounting hedges and total net foreign currency transaction losses for the three month periods ended March 31, 2020 and 2019 were as follows.

	For the Three Month Period Ended March 31,
	2020			2019
Foreign currency forward contracts losses	$	(2.6	)	$	(1.6	)
Total foreign currency transaction losses, net		(2.6	)		(3.1	)

Changes in Value of Debt and Designated Interest Rate Swaps

The Company’s gains, net of income tax, associated with changes in the value of debt for the three month periods ended March 31, 2020 and 2019 and the net balance of such gains included in accumulated other comprehensive (loss) income as of March 31, 2020 and 2019 were as follows.

	For the Three Month Period Ended March 31,
	2020		2019
Gain, net of income tax, recorded through other comprehensive (loss) income	$	8.2	$	11.6
Balance included in accumulated other comprehensive (loss) income as of March 31, 2020 and 2019, respectively		83.0		68.2

Assets and Liabilities Measured at Fair Value

The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019.

	March 31, 2020
	Level 1		Level 2		Level 3		Total
Financial Assets
Foreign currency forwards(1)	$	—	$	3.0	$	—	$	3.0
Trading securities held in deferred compensation plan(2)		6.3		—		—		6.3
Total	$	6.3	$	3.0		—	$	9.3
Financial Liabilities
Foreign currency forwards(1)	$	—	$	1.6	$	—	$	1.6
Interest rate swaps(3)		—		11.6		—		11.6
Deferred compensation plan(2)		6.3		—		—		6.3
Acquired deferred compensation plan(4)		11.4		—		—		11.4
Total	$	17.7	$	13.2	$	—	$	30.9

	December 31, 2019
	Level 1		Level 2		Level 3		Total
Financial Assets
Foreign currency forwards(1)	$	—	$	0.5	$	—	$	0.5
Trading securities held in deferred compensation plan(2)		7.3		—		—		7.3
Total	$	7.3	$	0.5	$	—	$	7.8
Financial Liabilities
Foreign currency forwards(1)	$	—	$	0.5	$	—	$	0.5
Interest rate swaps(3)		—		13.1		—		13.1
Deferred compensation plan(2)		7.3		—		—		7.3
Total	$	7.3	$	13.6	$	—	$	20.9

⁽¹⁾ Based on calculations that use readily observable market parameters at their basis, such as spot and forward rates.

⁽²⁾ Based on the quoted price of publicly traded mutual funds which are classified as trading securities and accounted for using the mark-to-market method.

⁽³⁾ Measured as the present value of all expected future cash flows based on the LIBOR-based swap yield curves as of March 31, 2020.  The present value calculation uses discount rates that have been adjusted to reflect the credit quality of the Company and its counterparties.

⁽⁴⁾ The Company acquired two deferred compensation plans with the Ingersoll Rand Industrial acquisition.  The balance included herein is based on the quoted price of publicly traded mutual funds and certain publicly traded stock.  A portion of the deferred compensation plans acquired is settled in the Company’s shares and recorded in equity at historical cost, and as such, is not included in this fair value table.

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Revenue from Contracts with Customers

3 Months Ended

Mar. 31, 2020

Revenue from Contracts with Customers [Abstract]

Revenue from Contracts with Customers

Note 12. Revenue from Contracts with Customers

Overview

The Company recognizes revenue when the Company has satisfied its obligation and control is transferred to the customer. The amount of revenue recognized includes adjustments for any variable consideration, such as rebates, sales discounts, liquidated damages, etc., which are included in the transaction price, and allocated to each performance obligation. The variable consideration is estimated throughout the course of the contract using the Company’s best estimates. Judgments impacting variable consideration related to material rebate and sales discount programs, and significant contracts containing liquidated damage clauses are governed by management review processes.

The majority of the Company’s revenues are derived from short duration contracts and revenue is recognized at a single point in time when control is transferred to the customer, generally at shipment or when delivery has occurred or services have been rendered.

The Company has certain long duration engineered to order (‘‘ETO’’) contracts that require highly engineered solutions designed to customer specific applications. For contracts where the contractual deliverables have no alternative use and the contract termination clauses provide for the recovery of cost plus a reasonable margin, revenue is recognized over time based on the Company’s progress in satisfying the contractual performance obligations, generally measured as the ratio of actual costs incurred to date to the estimated total costs to complete the contract. For contracts with termination provisions that do not provide for recovery of cost and a reasonable margin, revenue is recognized at a point in time, generally at shipment or delivery to the customer. Identification of performance obligations, determination of alternative use, assessment of contractual language regarding termination provisions, and estimation of total project costs are all significant judgments required in the application of ASC 606.

Contractual specifications and requirements may be modified. The Company considers contract modifications to exist when the modification either creates new or changes the existing enforceable rights and obligations. In the event a contract modification is for goods or services that are not distinct in the contract, and therefore, form part of a single performance obligation that is partially satisfied as of the modification date, the effect of the contract modification on the transaction price and the Company’s measure of progress for the performance obligation to which it relates, is recognized on a cumulative catch-up basis.

Taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Sales commissions are due at either collection of payment from customers or recognition of revenue. Applying the practical expedient from ASC 340-40-25-4, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in ‘‘Selling and administrative expenses’’ in the Condensed Consolidated Statements of Operations.

Disaggregation of Revenue

The following tables provide disaggregated revenue by reportable segment for the three month periods ended March 31, 2020 and 2019.

	For the Three Month Period Ended March 31, 2020
	Industrial Technologies and Services		Precision and Science Technologies		High Pressure Solutions		Specialty Vehicle Technologies		Total
Primary Geographic Markets
United States	$	177.2	$	49.3	$	80.7	$	73.6	$	380.8
Other Americas		45.3		4.9		10.2		4.8		65.2
Total Americas	$	222.5	$	54.2	$	90.9	$	78.4	$	446.0
EMEA		200.6		40.9		4.1		5.4		251.0
Asia Pacific		80.9		17.8		1.4		2.8		102.9
Total	$	504.0	$	112.9	$	96.4	$	86.6	$	799.9
Product Categories
Original equipment(1)	$	303.3	$	99.0	$	12.5	$	72.6	$	487.4
Aftermarket(2)		200.7		13.9		83.9		14.0		312.5
Total	$	504.0	$	112.9	$	96.4	$	86.6	$	799.9
Pattern of Revenue Recognition
Revenue recognized at point in time(3)	$	459.4	$	112.9	$	96.4	$	84.5	$	753.2
Revenue recognized over time(4)		44.6		—		—		2.1		46.7
Total	$	504.0	$	112.9	$	96.4	$	86.6	$	799.9

	For the Three Month Period Ended March 31, 2019
	Industrial Technologies and Services		Precision and Science Technologies		High Pressure Solutions		Specialty Vehicle Technologies		Total
Primary Geographic Markets
United States	$	116.5	$	37.8	$	114.9	$	—	$	269.2
Other Americas		29.6		0.7		13.7		—		44.0
Total Americas	$	146.1	$	38.5	$	128.6	$	—	$	313.2
EMEA		191.0		28.2		5.1		—		224.3
Asia Pacific		68.0		12.6		2.2		—		82.8
Total	$	405.1	$	79.3	$	135.9	$	—	$	620.3
Product Categories
Original equipment(1)	$	273.8	$	76.6	$	24.9	$	—	$	375.3
Aftermarket(2)		131.3		2.7		111.0		—		245.0
Total	$	405.1	$	79.3	$	135.9	$	—	$	620.3
Pattern of Revenue Recognition
Revenue recognized at point in time(3)	$	377.6	$	79.3	$	135.9	$	—	$	592.8
Revenue recognized over time(4)		27.5		—		—		—		27.5
Total	$	405.1	$	79.3	$	135.9	$	—	$	620.3

⁽¹⁾ Revenues from sales of capital equipment within the Industrials Technologies and Services and High Pressure Solutions Segments, sales of components to original equipment manufacturers in the Precision and Science Technologies Segment and sales of vehicles to independent distributors in the Specialty Vehicle Technologies Segments.

⁽²⁾ Revenues from sales of spare parts, accessories, other components and services in support of maintaining customer owned, installed base of the Company’s original equipment.

⁽³⁾ Revenues from short and long duration product and service contracts recognized at a point in time when control is transferred to the customer generally when products delivery has occurred and services have been rendered.

⁽⁴⁾ Revenues primarily from long duration ETO product contracts and certain contracts for delivery of a significant volume of substantially similar products recognized over time as contractual performance obligations are completed.

Performance Obligations

The majority of the Company’s contracts have a single performance obligation as the promise to transfer goods and/or services.  For contracts with multiple performance obligations, the Company utilizes observable prices to determine standalone selling price or cost plus margin if a standalone price is not available. The Company has elected to account for shipping and handling activities as fulfillment costs and not a separate performance obligation.  If control transfers and related revenue is recognized for the related good before the shipping and handling activities occur, the related costs of those shipping and handling activities are accrued.

The Company’s primary performance obligations include delivering standard or configured to order (“CTO”) goods to customers, designing and manufacturing a broad range of equipment customized to a customer’s specifications in ETO arrangements, rendering of services (maintenance and repair contracts), and certain extended or service type warranties.  For incidental items that are immaterial in the context of the contract, costs are expensed as incurred or accrued at delivery.

As of March 31, 2020, for contracts with an original duration greater than one year, the Company expects to recognize revenue in the future related to unsatisfied (or partially satisfied) performance obligations of $375.0 million in the next twelve months and $303.9 million in periods thereafter. The performance obligations that are unsatisfied (or partially satisfied) are primarily related to orders for goods or services that were placed prior to the end of the reporting period and have not been delivered to the customer, on-going work on ETO contracts where revenue is recognized over time and service contracts with an original duration greater than one year.

Contract Balances

The following table provides the contract balances as of March 31, 2020 and December 31, 2019 presented in the Condensed Consolidated Balance Sheets.

	March 31, 2020		December 31, 2019
Accounts receivable	$	1,027.5	$	459.1
Contract assets		54.2		29.0
Contract liabilities		166.2		51.7

Accounts receivable – Amounts due where the Company’s right to receive cash is unconditional.  As of March 31, 2020, approximately $594.3 million of the increase in accounts receivable related to the acquisition of Ingersoll Rand Industrial.

Contract assets – The Company’s rights to consideration for the satisfaction of performance obligations subject to constraints apart from timing. Contract assets are transferred to receivables when the right to collect consideration becomes unconditional. Contract assets are presented net of progress billings and related advances from customers.  As of March 31, 2020, approximately $18.0 million of the increase in contract assets related to the acquisition of Ingersoll Rand Industrial.

Contract liabilities – Advance payments received from customers for contracts for which revenue is not yet recognized. Contract liability balances are generally recognized in revenue within twelve months.  As of March 31, 2020, approximately $108.6 million of the increase in contract liabilities related to the acquisition of Ingersoll Rand Industrial.

Contract assets and liabilities are reported in the Condensed Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period.  Contract assets and liabilities are presented net on a contract level, where required.

Payments from customers are generally due 30-60 days after invoicing. Invoicing for sales of standard products generally coincides with shipment or delivery of goods. Invoicing for CTO and ETO contracts typically follows a schedule for billing at contractual milestones. Payment milestones normally include down payments upon the contract signing, completion of product design, completion of customer’s preliminary inspection, shipment or delivery, completion of installation, and customer’s on-site inspection. The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets) and customer advances and deposits (contract liabilities) on the Condensed Consolidated Balance Sheets.

The Company has elected the practical expedient from ASC 606-10-32-18 and does not adjust the transaction price for the effects of a financing component if, at contract inception, the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

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Debt

3 Months Ended

Mar. 31, 2020

Debt [Abstract]

Debt

Note 8. Debt

Debt as of March 31, 2020 and December 31, 2019 is summarized as follows.

	March 31, 2020			December 31, 2019
Short-term borrowings	$	—		$	—
Long-term debt
Revolving credit facility, due 2024	$	—		$	—
Receivables financing agreement, due 2020		—			—
Dollar Term Loan, due 2024(1)		—			927.6
Euro Term Loan, due 2024(2)		—			673.9
Dollar Term Loan B, due 2027(3)		1,897.7			—
Dollar Term Loan, due 2027(4)		926.5			—
Euro Term Loan, due 2027(5)		662.2			—
Finance leases and other long-term debt		17.8			18.0
Unamortized debt issuance costs		(41.4	)		(8.1	)
Total long-term debt, net, including current maturities		3,462.8			1,611.4
Current maturities of long-term debt		35.7			7.6
Total long-term debt, net	$	3,427.1		$	1,603.8

⁽¹⁾ The weighted-average interest rate was 4.47% for the period from January 1, 2020 through February 27, 2020.

⁽²⁾ The weighted-average interest rate was 3.00% for the period from January 1, 2020 through February 27, 2020.

⁽³⁾ As of March 31, 2020, this amount is presented net of unamortized discounts of $2.3 million.  As of March 31, 2020, the applicable interest rate was 2.74% and the weighted-average interest rate was 3.33% for the period from February 28, 2020 through March 31, 2020.

⁽⁴⁾ As of March 31, 2020, this amount is presented net of unamortized discounts of $1.1 million.  As of March 31, 2020, the applicable interest rate was 2.74% and the weighted average interest rate was 3.33% for the period from February 28, 2020 through March 31, 2020.

⁽⁵⁾ As of March 31, 2020, this amount is presented net of unamortized discounts of $0.8 million.  As of March 31, 2020, the applicable interest rate was 2.00% and the weighted average interest rate was 2.00% for the period from February 28, 2020 through March 31, 2020.

Senior Secured Credit Facilities

The Company entered into a Senior Secured Credit Agreement (“Credit Agreement”) with UBS AG, Stamford Branch, as administrative agent, and other agents, lenders and parties thereto (the debt facilities under the Credit Agreement, the “Senior Secured Credit Facilities”) on July 30, 2013.  The Company entered into Amendment No. 1 to the Credit Agreement with UBS AG, Stamford Branch, as administrative agent, and the lenders and other parties thereto on March 4, 2016 (“Amendment No. 1”), Amendment No. 2 on August 17, 2017 (“Amendment No. 2”) and Amendment No. 3 on December 13, 2018 (“Amendment No. 3”).  Amendment No. 4 to the Credit Agreement, among other modifications, replaced UBS AG, as resigning agent, with Citibank, N.A. as successor agent, on June 28, 2019 (“Amendment No. 4”).

The Senior Secured Credit Facilities provided senior secured financing consisting of (i) a senior secured term loan facility denominated in U.S. dollars (as refinanced and otherwise modified from time to time prior to February 28, 2020, the “Original Dollar Term Loan”), (ii) a senior secured term loan facility denominated in Euros (as refinanced and otherwise modified from time to time prior to February 28, 2020, the “Original Euro Term Loan”) and (iii) a senior secured revolving credit facility (as refinanced and otherwise modified from time to time the “Revolving Credit Facility”).  The Revolving Credit Facility is available to be drawn in U.S. dollars (“USD”), Euros (“EUR”), Great British Pounds (“GBP”) and other reasonably accepted foreign currencies, subject to certain sublimits for the foreign currencies.

See Note 10 “Debt” to the consolidated financial statements in the Company’s annual report on Form 10-K for the year ended December 31, 2019 for further information on the amendments to the Senior Secured Credit Facilities.

On February 28, 2020, the Company entered into Amendment No. 5 to the Credit Agreement (“Amendment No. 5”).  Amendment No. 5 refinanced the existing Original Dollar Term Loan and Original Euro Term Loan.  The proceeds from the replacement $927.6 million Dollar Term Loan (“Dollar Term Loan”) and replacement €601.2 million Euro Term Loan (“Euro Term Loan”) were used to refinance the outstanding Original Dollar Term Loan and Original Euro Term Loan.  The proceeds from the Dollar Term Loan and the Euro Term Loan were reduced by an original issue discount of $1.2 million and €0.8 million, respectively.  The Euro Term Loan and Dollar Term Loan will mature on February 28, 2027 (or, if such date is not a business day, the first business day thereafter).  The refinancing of the Original Dollar Term Loan and the Original Euro Term Loan resulted in the write off of unamortized debt issuance costs of $2.0 million which was recorded to “Loss on extinguishment of debt” in the Condensed Consolidated Statements of Operations.

At the time of the acquisition of Ingersoll Rand Industrial, the Credit Agreement was amended to include an additional $1,900.0 million senior secured term loan (“Dollar Term Loan B”) by and among Ingersoll-Rand Services Company, as the borrower, the lenders party thereto and Citi, as the administrative agent.  Further, Ingersoll-Rand Services Company, the borrower with respect to the Dollar Term Loan B was designated as an additional borrower under the Credit Agreement.  The Dollar Term Loan B and the Dollar Term Loan and the Euro Term Loan have guarantees from the same credit parties and are secured by the same collateral.  The Dollar Term Loan B will mature on February 28, 2027 (or, if such date is not a business day, the first business day thereafter). The proceeds from the $1,900.0 million Dollar Term Loan B were reduced by a $2.4 million original issue discount.

As of the closing of the acquisition of Ingersoll Rand Industrial, on February 29, 2020, the aggregate amount of the Revolving Credit Facility increased to $1,000.0 million and the capacity under the Revolving Credit Facility to issue letters of credit increased to $400.0 million.  As of March 31, 2020, the Company had no outstanding borrowings under the Revolving Credit Facility, $44.7 million of outstanding letters of credit under the Revolving Credit Facility and unused availability under the Revolving Credit Facility of $955.3 million.

Interest Rates and Fees

Borrowings under the Dollar Term Loan, Dollar Term Loan B and Revolving Credit Facility bear interest at a rate equal to, at the Company’s option, either (a) the greater of LIBOR for the relevant interest period or 0.00% per annum, in each case adjusted for statutory reserve requirements, plus an applicable margin or (b) a base rate (the “Base Rate”) equal to the highest of (1) the rate of interest publicly announced by the administrative agent as its prime rate in effect at its principal office, (2) the federal funds effective rate plus 0.50% and (3) LIBOR for an interest period of one month, adjusted for statutory reserve requirements, plus 1.00%, in each case, plus an applicable margin.  Borrowings under the Euro Term Loan bear interest at a rate equal to the greater of LIBOR for the relevant interest period, or 0.00% per annum, in each case adjusted for statutory reserve requirements, plus an applicable margin.  The applicable margin for (i) the Dollar Term Loan is 1.75% for LIBOR loans and 0.75% for base rate loans, (ii) the Dollar Term Loan B is 1.75% for LIBOR loans and 0.75% for base rate loans, (iii) the Revolving Credit Facility is 2.00% for LIBOR loans and 1.00% for Base Rate loans and (iv) the Euro Term Loan is 2.00% for LIBOR loans.

In addition to payment interest on outstanding principal under the Senior Secured Credit Facilities, the Company is required to pay a commitment fee of 0.375% per annum to the lenders under the Revolving Credit Facility in respect of the unutilized commitments thereunder.  The commitment fee reduces to 0.25% or 0.125% upon the achievement of a Level I or Level II status, respectively.  Level I status means that the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio (as defined in the Senior Secured Credit Facilities) is less than or equal to 1.75 to 1.00.  Level II status means that the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio is less than or equal to 1.50 to 1.00.  The Company must also pay customary letter of credit fees.

Prepayments

The Senior Secured Credit Facilities require the Company to prepay outstanding term loans, subject to certain exceptions, with (i) 50% of annual excess cash flow (as defined in the Senior Credit Facilities) commencing with the fiscal year ending December 31, 2021 (which percentage will be reduced to 25% if the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio is less than or equal to 2.25 to 1.00 but greater than 2.00 to 1.00, and which prepayment will not be required if the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio is less than or equal to 2.00 to 1.00), (ii) 100% of the net cash proceeds of non-ordinary asset sales or other dispositions of property, subject to reinvestment rights (which percentage will be reduced to 50% if the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio is less than or equal to 2.25 to 1.00 but greater than 2.00 to 1.00 and which prepayment will not be required if the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio is less than or equal to 2.00 to 1.00), and (iii) 100% of the net cash proceeds of any incurrence of debt, other than proceeds from debt permitted under the Credit Agreement.

The mandatory prepayments will be applied to the scheduled installments of principal of the Term Loans in direct order of maturity.

The Company may voluntarily repay outstanding loans under the Senior Secured Credit Facilities at any time without premium or penalty, subject to certain customary conditions, including reimbursements of the lenders’ redeployment costs actually incurred in the case of a prepayment of LIBOR borrowings other than on the last day of the relevant interest period, provided that any voluntary prepayment of the Dollar Term Loan, the Dollar Term Loan B or the Euro Term Loan prior to August 28, 2020, in connection with a repricing transaction shall be subject to a prepayment premium of 1.00% of the principal amount so prepaid.

Amortization and Final Maturity

The Dollar Term Loan, Dollar Term Loan B and Euro Term Loan amortize in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of such term loan, with the balances payable on February 28, 2027 (or, if such date is not a business day, the first business day thereafter).

Guarantee and Security

All obligations of the borrowers under the Senior Secured Credit Facilities are unconditionally guaranteed by the Company and all of its material, wholly-owned U.S. restricted subsidiaries, with customary exceptions including where providing such guarantees are not permitted by law, regulation or contract or would result in adverse tax consequences.

All obligations of the borrowers under the Senior Secured Credit Facilities, and the guarantees of such obligations, are secured, subject to permitted liens and other exceptions, by substantially all of the assets of the borrowers and each guarantor, including but not limited to: (i) a perfected pledge of the capital stock issued by the borrowers and each subsidiary guarantor and (ii) perfected security interests in substantially all other tangible and intangible assets of the borrowers and the guarantors (subject to certain exceptions and exclusions). The obligations of the non-U.S. borrowers are secured by certain assets in jurisdictions outside of the United States.

Certain Covenants and Events of Default

The Senior Secured Credit Facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability to: incur additional indebtedness and guarantee indebtedness; create or incur liens; engage in mergers or consolidations; sell, transfer or otherwise dispose of assets; create limitations on subsidiary distributions; pay dividends and distributions or repurchase its own capital stock; and make investments, loans or advances, prepayments of junior financings, or other restricted payments.

The Revolving Credit Facility requires that, if the sum of the aggregate principle amount of all borrowings under the Revolving Credit Facility and non-cash collateralized letters of credit outstanding under the Revolving Credit Facility (less the amount of letters of credit outstanding as of June 28, 2019) exceeds 40% of the commitments under the Revolving Credit Facility, the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio shall not exceed 6.25 to 1.00 as of the last day of the fiscal quarter.

The Senior Secured Credit Facilities also contain certain customary affirmative covenants and events of default.

Receivables Financing Agreement

On February 27, 2020, Gardner Denver, Inc., as initial servicer, Gardner Denver Finance II LLC, as borrower, and PNC Bank, National Association as lender, LC participant, LC bank, and administrative agent, entered into the third amendment (the ”Third Amendment”) to the Receivables Financing Agreement dated as of May 17, 2016.  Among other changes, the Third Amendment extended the scheduled termination date of the Receivables Financing Agreement from June 30, 2020 to December 30, 2020 and amended the definition of “Change of Control” to (i) remove the requirement that certain specified equity holders maintain a minimum ownership level of the outstanding voting stock of the Company (ii) increase the threshold at which the acquisition of ownership by a person, entity or group of other equity holders constitutes a “Change of Control” and (iii) make certain other technical changes and updates.  As of March 31, 2020, the Company had no outstanding borrowings, $26.7 million of letters of credit outstanding and $65.9 million of capacity available under the Receivables Financing Agreement.

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Inventories

3 Months Ended

Mar. 31, 2020

Inventories [Abstract]

Inventories

Note 4. Inventories

Inventories as of March 31, 2020 and December 31, 2019 consisted of the following.

	March 31, 2020		December 31, 2019
Raw materials, including parts and subassemblies	$	651.8	$	370.5
Work-in-process		119.9		47.6
Finished goods		303.4		71.4
		1,075.1		489.5
Excess of LIFO costs over FIFO costs		13.0		13.0
Inventories	$	1,088.1	$	502.5

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(Loss) Earnings Per Share

3 Months Ended

Mar. 31, 2020

(Loss) Earnings Per Share [Abstract]

(Loss) Earnings Per Share

Note 18. (Loss) Earnings Per Share

The computations of basic and diluted (loss) earnings per share are as follows.

	For the Three Month Period Ended March 31,
	2020			2019
(Loss) net income	$	(36.8	)	$	47.1
Less: Net loss attributable to noncontrolling interests		—			—
Net (loss) income attributable to Ingersoll Rand Inc.	$	(36.8	)	$	47.1
Average shares outstanding
Basic		277.3			201.6
Diluted		277.3			207.7
(Loss) earnings per share
Basic	$	(0.13	)	$	0.23
Diluted	$	(0.13	)	$	0.23

Due to the net loss in the three month period ended March 31, 2020, potentially dilutive instruments would be anti-dilutive.  Accordingly, diluted loss per share is the same as basic loss for the three month period ended March 31, 2020.  For the three month period ended March 31, 2019, there were 2.5 million anti-dilutive shares that were not included in the computation of diluted earnings per share.

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Supplemental Information

3 Months Ended

Mar. 31, 2020

Supplemental Information [Abstract]

Supplemental Information

Note 14. Supplemental Information

The components of “Other operating expense, net” for the three month periods ended March 31, 2020 and 2019 were as follows.

	For the Three Month Period Ended March 31,
	2020		2019
Other Operating Expense, Net
Foreign currency transaction losses, net	$	2.6	$	3.1
Restructuring charges, net (1)		41.6		2.0
Shareholder litigation settlement recoveries (2)		—		(6.0	)
Acquisition related expenses and non-cash charges (3)		55.0		1.5
Net loss on asset dispositions		—		0.1
Other, net		1.5		1.2
Total other operating expense, net	$	100.7	$	1.9

⁽¹⁾ See Note 3 “Restructuring.”

⁽²⁾ Represents an insurance recovery of the Company’s shareholder litigation settlement in 2014.

⁽³⁾ Represents costs associated with successful and/or abandoned acquisitions, including third-party expenses and post-closure integration costs (including certain incentive and non-incentive cash compensation costs)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash Flows From Operating Activities
Net (loss) income	$ (36.8)	$ 47.1
Adjustments to reconcile net (loss) income to net cash provided by operating activities
Amortization of intangible assets	55.2	31.4
Depreciation in cost of sales	15.0	11.8
Depreciation in selling and administrative expenses	2.1	2.3
Stock-based compensation expense	3.5	7.5
Foreign currency transaction losses, net	2.6	3.1
Net loss on asset dispositions	0.0	0.1
Loss on extinguishment of debt	2.0	0.0
Deferred income taxes	(1.1)	(5.1)
Changes in assets and liabilities
Receivables	(4.1)	5.4
Inventories	(23.6)	(33.5)
Accounts payable	105.6	8.8
Accrued liabilities	(79.1)	15.5
Other assets and liabilities, net	27.1	(25.6)
Net cash provided by operating activities	68.4	68.8
Cash Flows From Investing Activities
Capital expenditures	(8.3)	(14.1)
Net cash acquired (paid) in business combinations	41.3	(0.5)
Disposals of property, plant and equipment	0.1	(0.1)
Net cash provided by (used) in investing activities	33.1	(14.7)
Cash Flows From Financing Activities
Principal payments on long-term debt	(1,590.6)	(26.9)
Proceeds from long-term debt	1,586.0	0.0
Purchases of treasury stock	(0.8)	(8.5)
Proceeds from stock option exercises	2.7	18.1
Payments of contingent consideration	(0.7)	0.0
Payments of debt issuance costs	(37.5)	0.0
Payments of costs incurred to issue shares for Ingersoll Rand Industrial acquisition	(1.0)	0.0
Net cash used in financing activities	(41.9)	(17.3)
Effect of exchange rate changes on cash and cash equivalents	(9.4)	5.7
Net increase in cash and cash equivalents	50.2	42.5
Cash and cash equivalents, beginning of period	505.5	221.2
Cash and cash equivalents, end of period	555.7	263.7
Supplemental Cash Flow Information
Cash paid for income taxes	12.4	13.5
Cash paid for interest	25.9	21.1
Debt issuance costs in accounts payable	4.3	0.0
Debt issuance costs in accrued liabilities	0.4	0.0
Leased assets obtained in exchange for new operating lease liabilities	1.0	1.7
Capital expenditures in accounts payable	$ 4.4	$ 4.5

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Inventories (Tables)

3 Months Ended

Mar. 31, 2020

Inventories [Abstract]

Inventories

Inventories as of March 31, 2020 and December 31, 2019 consisted of the following.

	March 31, 2020		December 31, 2019
Raw materials, including parts and subassemblies	$	651.8	$	370.5
Work-in-process		119.9		47.6
Finished goods		303.4		71.4
		1,075.1		489.5
Excess of LIFO costs over FIFO costs		13.0		13.0
Inventories	$	1,088.1	$	502.5

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019
Comprehensive (Loss) Income Attributable to Ingersoll Rand Inc.
Net (loss) income attributable to Ingersoll Rand Inc.		$ (36.8)	$ 47.1
Other comprehensive (loss) income, net of tax
Foreign currency translation adjustments, net		(92.2)	(0.1)
Unrecognized gains on cash flow hedges, net		1.2	1.9
Pension and other postretirement prior service cost and gain or loss, net		2.9	0.2
Total other comprehensive (loss) income, net of tax	[1]	(88.1)	2.0
Comprehensive (loss) income attributable to Ingersoll Rand Inc.		(124.9)	49.1
Comprehensive Loss Attributable to Noncontrolling Interests
Net loss attributable to noncontrolling interests		0.0	0.0
Other comprehensive loss, net of tax
Foreign currency translation adjustments, net		(4.0)	0.0
Total other comprehensive loss, net of tax		(4.0)	0.0
Comprehensive loss attributable to noncontrolling interests		(4.0)	0.0
Total Comprehensive (Loss) Income		$ (128.9)	$ 49.1

[1] All amounts are net of tax.  Amounts in parentheses indicate debits.

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Business Combinations, Identifiable Intangible Assets (Details) - Ingersoll Rand Industrial [Member] - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2020	Feb. 29, 2020
Estimated Preliminary Fair Value and Weighted Average Useful Life of Identifiable Intangible Assets [Abstract]
Preliminary fair value of identifiable intangible assets			$ 4,501.3
Tradenames [Member]
Estimated Preliminary Fair Value and Weighted Average Useful Life of Identifiable Intangible Assets [Abstract]
Preliminary fair value of identifiable intangible assets	[1]		1,427.0
Developed Technology [Member]
Estimated Preliminary Fair Value and Weighted Average Useful Life of Identifiable Intangible Assets [Abstract]
Preliminary fair value of identifiable intangible assets	[2]		145.0
Weighted average useful life		6 years
Customer Relationships [Member]
Estimated Preliminary Fair Value and Weighted Average Useful Life of Identifiable Intangible Assets [Abstract]
Preliminary fair value of identifiable intangible assets	[3]		2,805.0
Weighted average useful life		21 years
Backlog [Member]
Estimated Preliminary Fair Value and Weighted Average Useful Life of Identifiable Intangible Assets [Abstract]
Preliminary fair value of identifiable intangible assets	[4]		90.9
Backlog [Member] | Minimum [Member]
Estimated Preliminary Fair Value and Weighted Average Useful Life of Identifiable Intangible Assets [Abstract]
Period of shipping		3 months
Backlog [Member] | Maximum [Member]
Estimated Preliminary Fair Value and Weighted Average Useful Life of Identifiable Intangible Assets [Abstract]
Weighted average useful life		1 year
Period of shipping		12 months
Other [Member]
Estimated Preliminary Fair Value and Weighted Average Useful Life of Identifiable Intangible Assets [Abstract]
Preliminary fair value of identifiable intangible assets	[5]		$ 33.4
Weighted average useful life		4 years

[1] Tradenames were identified from brands of Ingersoll Rand Industrial.  The preliminary fair value of tradenames were determined using a relief from royalty methodology which estimates the cost savings generated by a company related to the ownership of an asset for which it would otherwise have had to pay royalties or license fees on revenues earned through the use of the asset.  The discount rate used was determined at the time of measurement based on an analysis of the implied internal rate of return of the transaction, weighted average cost of capital and weighted average return on assets.  Tradenames are expected to have an indefinite useful life.

[2] Developed technology was identified from the products of Ingersoll Rand Industrial.  Preliminary fair values were determined using a relief from royalty methodology with similar methodology and assumptions as described in the tradename description above.  The economic useful life was determined based on the technology cycle related to each developed technology, as well as the cash flows over the forecast period.

[3] Customer relationships represent the preliminary fair value of existing relationships with the Ingersoll Rand Industrial customers.  Its preliminary fair value was determined using the Multi-Period Excess Earning Method which involves isolating the net earnings attributable to the asset being measured based on present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life.  The valuation includes a valuation of the assembled workforce, using the Cost Approach, for purposes of calculating contributory asset charges to be used in the Multi-Period Excess Earning Method valuations.  The economic useful life was determined based on historical customer attrition rates.

[4] Backlog primarily relates to the dollar value of purchase arrangements with customers, effective, as of a given point in time, that are based on mutually agreed terms which, in some cases, may still be subject to completion of written documentation and may be changed or cancelled by the customer, often without penalty.  Ingersoll Rand Industrial’s backlog consists of these arrangements with assigned shipment dates expected, in most cases, within three to twelve months.  The preliminary fair value was determined using the Multi-Period Excess Earning Method.  The economic useful life is based on the time to fulfill the outstanding order backlog obligation.

[5] Other intangible assets is primarily comprised of software.

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Segment Results (Tables)

3 Months Ended

Mar. 31, 2020

Segment Results [Abstract]

Summarized Financial Information on Operations by Reportable Segment

The following table provides summarized information about the Company’s operations by reportable segment and reconciles Segment Adjusted EBITDA to (Loss) Income Before Income Taxes for the three month periods ended March 31, 2020 and 2019.

	For the Three Month Period Ended March 31,
	2020			2019(1)
Revenue
Industrial Technologies and Services	$	504.0		$	405.1
Precision and Science Technologies		112.9			79.3
High Pressure Solutions		96.4			135.9
Specialty Vehicle Technologies		86.6			-
Total Revenue	$	799.9		$	620.3
Segment Adjusted EBITDA
Industrial Technologies and Services	$	94.8		$	85.5
Precision and Science Technologies		32.9			23.1
High Pressure Solutions		23.5			41.8
Specialty Vehicle Technologies		14.1			-
Total Segment Adjusted EBITDA	$	165.3		$	150.4
Less items to reconcile Segment Adjusted EBITDA to (Loss)
Income Before Income Taxes
Corporate expenses not allocated to segments	$	17.5		$	11.4
Interest expense		27.1			22.4
Depreciation and amortization expense(a)		71.1			45.5
Restructuring and related business transformation costs(b)		42.2			4.1
Acquisition related expenses and non-cash charges(c)		96.1			1.6
Establish public company financial reporting compliance(d)		-			0.6
Stock-based compensation(e)		3.0			8.7
Foreign currency transaction losses, net		2.6			3.1
Loss on extinguishment of debt(f)		2.0			-
Shareholder litigation settlement recoveries(g)		-			(6.0	)
Other adjustments(h)		(0.6	)		(0.1	)
(Loss) Income Before Income Taxes	$	(95.7	)	$	59.1

⁽¹⁾ For the three month period ended March 31, 2020, as a result of the acquisition of Ingersoll Rand Industrial, the Company changed its measurement methodology of Segment Adjusted EBITDA.  Segment Adjusted EBITDA and the reconciliation to (Loss) Income Before Income Taxes was revised to conform to the methodology used for the three month period ended March 31, 2020.

^(a) Depreciation and amortization expense excludes $1.2 million of depreciation of rental equipment.

^(b) Restructuring and related business transformation costs consist of the following.

	For the Three Month Period Ended March 31,
	2020		2019
Restructuring charges	$	41.6	$	2.0
Facility reorganization, relocation and other costs		0.4		0.6
Other, net		0.2		1.5
Total restructuring and related business transformation costs	$	42.2	$	4.1

^(c) Represents costs associated with successful and/or abandoned acquisitions, including third-party expenses, post-closure integration costs (including certain incentive and non-incentive cash compensation costs) and non-cash charges and credits arising from purchase accounting adjustments.

^(d) Represents third party expenses to comply with the requirements of Sarbanes-Oxley and the accelerated adoption of the new accounting standard (ASC 842 - Leases) in the first quarter of 2019, one year ahead of the required adoption dates for a private company.

^(e) Represents stock-based compensation expense recognized for the three month period ended March 31, 2020 of $3.5 million decreased by $0.5 million due to the reduction of an accrual related to employer taxes.  Represents stock-based compensation expense of $7.5 million increased by $1.2 million due to costs associated with employer taxes for the three month period ended March 31, 2019.

^(f) Represents losses on the extinguishment of the Company’s Original Dollar Term Loan and Original Euro Term Loan as a result of Amendment No. 5 to the Senior Secured Credit Facility.

^(g) Represents an insurance recovery of the Company’s shareholder litigation settlement in 2014.

^(h) Includes (i) effects of amortization of prior service costs and amortization of losses in pension and other postretirement benefits (“OPEB”) expense, (ii) certain legal and compliance costs and (iii) other miscellaneous adjustments.

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Business Combinations, Ingersoll Rand Industrial (Details) $ / shares in Units, $ in Millions				3 Months Ended
		Feb. 29, 2020 USD ($) $ / shares	Feb. 24, 2020 $ / shares	Mar. 31, 2020 USD ($) $ / shares	Feb. 28, 2020 $ / shares	Dec. 31, 2019 $ / shares
Business Combinations [Abstract]
Par value (in dollars per share) | $ / shares				$ 0.01		$ 0.01
Trane Technologies plc [Member]
Business Combinations [Abstract]
Stock conversion ratio			1
Par value (in dollars per share) | $ / shares			$ 0.01
Percentage of ownership interest			49.90%
Ingersoll Rand Industrial [Member]
Business Combinations [Abstract]
Purchase consideration		$ 6,937.0
Fair value of common stock	[1]	$ 6,919.5
Stock conversion ratio		0.8824
Par value (in dollars per share) | $ / shares		$ 0.01
Percentage of ownership interest		50.10%
Closing price per share | $ / shares					$ 32.79
Acquisition-related costs				$ 87.3
Costs related to issuing of shares				1.0
Ingersoll Rand Industrial [Member] | Other Operating Expense, Net [Member]
Business Combinations [Abstract]
Acquisition-related costs				$ 42.3

[1] Represents the fair value of 211,023,522 shares of the Company’s common stock issued for Ingersoll Rand Industrial outstanding common stock multiplied by $32.79, the price per share of common stock as of the closing price on February 28, 2020.

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Stock-Based Compensation Plan, Assumptions Used to Estimate Fair Value of Options Granted (Details) - Stock Options [Member]	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Black-Scholes Assumptions [Abstract]
Expected life of options (in years)	6 years 3 months 18 days	6 years 3 months 18 days
Risk-free interest rate		2.60%
Assumed volatility		31.80%
Expected dividend rate	0.00%	0.00%
Minimum [Member]
Black-Scholes Assumptions [Abstract]
Risk-free interest rate	0.70%
Assumed volatility	24.60%
Maximum [Member]
Black-Scholes Assumptions [Abstract]
Risk-free interest rate	1.50%
Assumed volatility	39.00%

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Debt, Receivables Financing Agreement (Details) - Receivables Financing Agreement [Member] $ in Millions	Mar. 31, 2020 USD ($)
Debt Instrument, Receivables Financing Agreement [Abstract]
Outstanding borrowing	$ 0.0
Letters of credit outstanding	26.7
Remaining borrowing capacity	$ 65.9

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Restructuring (Details) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Restructuring Costs [Abstract]
Restructuring charges, net	[1]	$ 41.6	$ 2.0
Restructuring Reserves [Abstract]
Restructuring reserves included in accrued liabilities		28.4		$ 5.0
Restructuring Programs 2018 to 2019 [Member]
Restructuring Reserves [Abstract]
Restructuring reserves included in accrued liabilities				$ 5.0
Restructuring Programs 2018 to 2019 [Member] | Other Operating Expense, Net [Member]
Restructuring Costs [Abstract]
Restructuring charges, net		26.5
Restructuring Programs 2018 to 2019 [Member] | Corporate [Member] | Other Operating Expense, Net [Member]
Restructuring Costs [Abstract]
Restructuring charges, net		1.1
Restructuring Programs 2018 to 2019 [Member] | Industrial Technologies and Services [Member] | Other Operating Expense, Net [Member]
Restructuring Costs [Abstract]
Restructuring charges, net		20.4
Restructuring Programs 2018 to 2019 [Member] | High Pressure Solutions [Member] | Other Operating Expense, Net [Member]
Restructuring Costs [Abstract]
Restructuring charges, net		3.4
Amount of non-cash write offs		3.3
Restructuring Programs 2018 to 2019 [Member] | Precision and Science Technologies [Member] | Other Operating Expense, Net [Member]
Restructuring Costs [Abstract]
Restructuring charges, net		1.6
Restructuring Programs 2020 [Member]
Restructuring Costs [Abstract]
Expected restructuring expenses		350.0
Expected realization in annualized cost synergies		250.0
Restructuring Program [Roll Forward]
Balance at beginning of period		5.0
Charged to expense - Termination benefits		38.8
Charged to expense - Other		2.8
Payments		(18.2)
Balance at end of period		28.4
Restructuring Programs 2020 To 2022 [Member] | Other Operating Expense, Net [Member]
Restructuring Costs [Abstract]
Restructuring charges, net		41.6
Restructuring Programs 2020 To 2022 [Member] | Corporate [Member] | Other Operating Expense, Net [Member]
Restructuring Costs [Abstract]
Restructuring charges, net		4.9
Restructuring Programs 2020 To 2022 [Member] | Industrial Technologies and Services [Member] | Other Operating Expense, Net [Member]
Restructuring Costs [Abstract]
Restructuring charges, net		30.0
Restructuring Programs 2020 To 2022 [Member] | High Pressure Solutions [Member] | Other Operating Expense, Net [Member]
Restructuring Costs [Abstract]
Restructuring charges, net		3.1
Restructuring Programs 2020 To 2022 [Member] | Precision and Science Technologies [Member] | Other Operating Expense, Net [Member]
Restructuring Costs [Abstract]
Restructuring charges, net		3.1
Restructuring Programs 2020 To 2022 [Member] | Specialty Vehicle Technologies [Member] | Other Operating Expense, Net [Member]
Restructuring Costs [Abstract]
Restructuring charges, net		0.5
Restructuring Programs 2018 [Member]
Restructuring Reserves [Abstract]
Restructuring reserves included in accrued liabilities		$ 28.4

[1] See Note 3 “Restructuring.

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Business Combinations, Results of Financial Statement Subsequent to the Acquisition (Details) - Ingersoll Rand Industrial [Member] $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($)
Results of Financial Statement Subsequent to the Acquisition [Abstract]
Revenue from acquisition date	$ 293.4
Net loss from acquisition date	$ (33.3)

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Accrued Liabilities (Details) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Accrued Liabilities [Abstract]
Salaries, wages and related fringe benefits		$ 131.6		$ 60.7
Contract liabilities		162.1		51.7
Product warranty		53.0		22.7
Operating lease liabilities		47.1		17.1
Restructuring		28.4		5.0
Taxes		18.7		22.5
Other		148.8		64.4
Total accrued liabilities		589.7		$ 244.1
Accrued Product Warranty Liability [Roll Forward]
Balance at beginning of period		22.7	$ 23.9
Product warranty accruals		8.1	6.8
Acquired warranty		31.3	0.0
Settlements		(8.6)	(8.8)
Charged to other accounts	[1]	(0.5)	(0.1)
Balance at end of period		$ 53.0	$ 21.8

[1] Includes the effects of foreign currency translation adjustments for the company's subsidiaries with functional currencies other than the USD.

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Revenue from Contracts with Customers, Contract Balances (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Contract with Customer, Asset and Liability [Abstract]
Accounts receivable	$ 1,027.5	$ 459.1
Contract assets	54.2	29.0
Contract liabilities	$ 166.2	$ 51.7

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Accumulated Other Comprehensive (Loss) Income, Reclassifications out of Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Interest expense		$ 27.1	$ 22.4
Total before tax		(95.7)	59.1	[1]
Benefit for income taxes		58.9	(12.0)
Net of tax		(36.8)	47.1
Reclassification out of Accumulated Other Comprehensive (Loss) Income [Member]
Income Statement [Abstract]
Net of tax		4.5	3.2
Loss on Cash Flow Hedges - Interest Rate Swaps [Member] | Reclassification out of Accumulated Other Comprehensive (Loss) Income [Member]
Income Statement [Abstract]
Interest expense		5.3	3.7
Total before tax		5.3	3.7
Benefit for income taxes		(1.3)	(0.9)
Net of tax		4.0	2.8
Amortization of Defined Benefit Pension and Other Postretirement Benefit Items [Member] | Reclassification out of Accumulated Other Comprehensive (Loss) Income [Member]
Income Statement [Abstract]
Net periodic benefit cost	[2]	0.7	0.5
Total before tax		0.7	0.5
Benefit for income taxes		(0.2)	(0.1)
Net of tax		$ 0.5	$ 0.4

[1] For the three month period ended March 31, 2020, as a result of the acquisition of Ingersoll Rand Industrial, the Company changed its measurement methodology of Segment Adjusted EBITDA.  Segment Adjusted EBITDA and the reconciliation to (Loss) Income Before Income Taxes was revised to conform to the methodology used for the three month period ended March 31, 2020.

[2] These components are included in the computation of net periodic benefit cost.  See Note 7 “Benefit Plans” for additional details.

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Hedging Activities and Fair Value Measurements, Foreign Currency Forward Contracts (Details) - Foreign Currency Forwards [Member] $ in Millions	Mar. 31, 2020 USD ($) Contract
Derivative, Fair Value, Net [Abstract]
Number of contracts | Contract	11
Minimum [Member]
Derivative, Fair Value, Net [Abstract]
Notional amount	$ 7.5
Maximum [Member]
Derivative, Fair Value, Net [Abstract]
Notional amount	$ 74.2

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Segment Results (Details) $ in Millions		3 Months Ended
		Mar. 31, 2020 USD ($) Segment Country	Mar. 31, 2019 USD ($)
Segment Results [Abstract]
Number of reportable segments | Segment		4
Number of countries with independent distributors | Country		80
Segment Reporting [Abstract]
Revenue		$ 799.9	$ 620.3	[1]
Adjusted EBITDA		165.3	150.4	[1]
Less items to reconcile Segment Adjusted EBITDA to (Loss) Income Before Income Taxes [Abstract]
Interest expense		27.1	22.4
Restructuring and related business transformation costs		42.2	4.1
Acquisition related expenses and non-cash charges	[2]	55.0	1.5
Stock-based compensation		3.5	7.5
Foreign currency transaction losses, net		2.6	3.1
Loss on extinguishment of debt		2.0	0.0
Shareholder litigation settlement recoveries	[3]	0.0	(6.0)
(Loss) Income Before Income Taxes		(95.7)	59.1	[1]
Depreciation of rental equipment		1.2
Restructuring and Related Business Transformation Costs [Abstract]
Restructuring charges	[4]	41.6	2.0
Facility reorganization, relocation and other costs		0.4	0.6
Other, net		0.2	1.5
Total restructuring and related business transformation costs		42.2	4.1
Stock-based compensation expense recognized		3.5	7.5
Increase in stock-based compensation expense due to costs associated with employer taxes			1.2
Decrease in stock-based compensation expense due to reduction of an accrual related to employer taxes			0.5
Industrial Technologies and Services Segment [Member]
Segment Reporting [Abstract]
Revenue		504.0	405.1
Precision and Science Technologies Segment [Member]
Segment Reporting [Abstract]
Revenue		112.9	79.3
High Pressure Solutions Segment [Member]
Segment Reporting [Abstract]
Revenue		96.4	135.9
Specialty Vehicle Technologies Segment [Member]
Segment Reporting [Abstract]
Revenue		86.6	0.0
Operating Segments [Member] | Industrial Technologies and Services Segment [Member]
Segment Reporting [Abstract]
Revenue		504.0	405.1	[1]
Adjusted EBITDA		94.8	85.5	[1]
Operating Segments [Member] | Precision and Science Technologies Segment [Member]
Segment Reporting [Abstract]
Revenue		112.9	79.3	[1]
Adjusted EBITDA		32.9	23.1	[1]
Operating Segments [Member] | High Pressure Solutions Segment [Member]
Segment Reporting [Abstract]
Revenue		96.4	135.9	[1]
Adjusted EBITDA		23.5	41.8	[1]
Operating Segments [Member] | Specialty Vehicle Technologies Segment [Member]
Segment Reporting [Abstract]
Revenue		86.6	0.0	[1]
Adjusted EBITDA		14.1	0.0	[1]
Corporate [Member]
Less items to reconcile Segment Adjusted EBITDA to (Loss) Income Before Income Taxes [Abstract]
Corporate expenses not allocated to segments		17.5	11.4	[1]
Segment Reconciling Items [Member]
Less items to reconcile Segment Adjusted EBITDA to (Loss) Income Before Income Taxes [Abstract]
Interest expense		27.1	22.4	[1]
Depreciation and amortization expenses	[5]	71.1	45.5	[1]
Restructuring and related business transformation costs	[6]	42.2	4.1	[1]
Acquisition related expenses and non-cash charges	[7]	96.1	1.6	[1]
Establish public company financial reporting compliance	[8]	0.0	0.6	[1]
Stock-based compensation	[9]	3.0	8.7	[1]
Foreign currency transaction losses, net		2.6	3.1	[1]
Loss on extinguishment of debt	[10]	2.0	0.0	[1]
Shareholder litigation settlement recoveries	[11]	0.0	(6.0)	[1]
Other adjustments	[12]	(0.6)	(0.1)	[1]
Restructuring and Related Business Transformation Costs [Abstract]
Total restructuring and related business transformation costs	[6]	$ 42.2	$ 4.1	[1]

[1] For the three month period ended March 31, 2020, as a result of the acquisition of Ingersoll Rand Industrial, the Company changed its measurement methodology of Segment Adjusted EBITDA.  Segment Adjusted EBITDA and the reconciliation to (Loss) Income Before Income Taxes was revised to conform to the methodology used for the three month period ended March 31, 2020.

[2] Represents costs associated with successful and/or abandoned acquisitions, including third-party expenses and post-closure integration costs (including certain incentive and non-incentive cash compensation costs)

[3] Represents an insurance recovery of the Company’s shareholder litigation settlement in 2014.

[4] See Note 3 “Restructuring.

[5] Depreciation and amortization expense excludes $1.2 million of depreciation of rental equipment.

[6] Restructuring and related business transformation costs consist of the following.

[7] Represents costs associated with successful and/or abandoned acquisitions, including third-party expenses, post-closure integration costs (including certain incentive and non-incentive cash compensation costs) and non-cash charges and credits arising from purchase accounting adjustments.

[8] Represents third party expenses to comply with the requirements of Sarbanes-Oxley and the accelerated adoption of the new accounting standard (ASC 842 - Leases) in the first quarter of 2019, one year ahead of the required adoption dates for a private company.

[9] Represents stock-based compensation expense recognized for the three month period ended March 31, 2020 of $3.5 million decreased by $0.5 million due to the reduction of an accrual related to employer taxes.  Represents stock-based compensation expense of $7.5 million increased by $1.2 million due to costs associated with employer taxes for the three month period ended March 31, 2019.

[10] Represents losses on the extinguishment of the Company’s Original Dollar Term Loan and Original Euro Term Loan as a result of Amendment No. 5 to the Senior Secured Credit Facility.

[11] Represents an insurance recovery of the Company’s shareholder litigation settlement in 2014.

[12] Includes (i) effects of amortization of prior service costs and amortization of losses in pension and other postretirement benefits (“OPEB”) expense, (ii) certain legal and compliance costs and (iii) other miscellaneous adjustments.

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Accumulated Other Comprehensive (Loss) Income

3 Months Ended

Mar. 31, 2020

Accumulated Other Comprehensive (Loss) Income [Abstract]

Accumulated Other Comprehensive (Loss) Income

Note 10. Accumulated Other Comprehensive (Loss) Income

The Company’s other comprehensive income (loss) consists of (i) unrealized foreign currency net gains and losses on the translation of the assets and liabilities of its foreign operations; (ii) realized and unrealized foreign currency gains and losses on intercompany notes of a long-term nature and certain hedges of net investments in foreign operations, net of income taxes; (iii) unrealized gains and losses on cash flow hedges (consisting of interest rate swaps), net of income taxes; and (iv) pension and other postretirement prior service cost and actuarial gains or losses, net of income taxes.  See Note 7 “Benefit Plans” and Note 11 “Hedging Activities and Fair Value Measurements.”

The before tax (loss) income and related income tax effect are as follows.

	For the Three Month Period Ended March 31, 2020									For the Three Month Period Ended March 31, 2019
	Before-Tax Amount			Tax Expense			Net of Tax Amount			Before-Tax Amount		Tax (Expense) or Benefit			Net of Tax Amount
Foreign currency translation adjustments, net	$	(89.5	)	$	(2.7	)	$	(92.2	)	$	4.5	$	(4.6	)	$	(0.1	)
Unrecognized gains on cash flow hedges, net		1.6			(0.4	)		1.2			1.3		0.6			1.9
Pension and other postretirement benefit prior service cost and gain or loss, net		3.5			(0.6	)		2.9			0.1		0.1			0.2
Other comprehensive (loss) income	$	(84.4	)	$	(3.7	)	$	(88.1	)	$	5.9	$	(3.9	)	$	2.0

Changes in accumulated other comprehensive (loss) income by component for the three month periods ended March 31, 2020 and 2019 are presented in the following table ⁽¹⁾.

	Foreign Currency Translation Adjustments, Net			Unrealized (Losses) Gains on Cash Flow Hedges			Pension and Postretirement Benefit Plans			Total
Balance as of December 31, 2019	$	(193.6	)	$	(10.9	)	$	(51.5	)	$	(256.0	)
Other comprehensive (loss) income before reclassifications		(92.2	)		(2.8	)		2.4			(92.6	)
Amounts reclassified from accumulated other comprehensive (loss) income		—			4.0			0.5			4.5
Other comprehensive (loss) income		(92.2	)		1.2			2.9			(88.1	)
Balance as of March 31, 2020	$	(285.8	)	$	(9.7	)	$	(48.6	)	$	(344.1	)

On January 1, 2019, the Company adopted ASU 2018-02 which reclassified stranded tax effects resulting from the Tax Cuts and Jobs Act from accumulated other comprehensive (loss) income to retained (deficit) earnings.  The Company recorded a cumulative-effect adjustment which increased “Accumulated other comprehensive loss” of the Condensed Consolidated Balance Sheet by $8.2 million.

	Foreign Currency Translation Adjustments, Net			Unrealized (Losses) Gains on Cash Flow Hedges			Pension and Postretirement Benefit Plans			Total
Balance as of December 31, 2018	$	(190.6	)	$	(11.4	)	$	(45.0	)	$	(247.0	)
Other comprehensive (loss) income before reclassifications		(0.1	)		(0.9	)		(0.2	)		(1.2	)
Amounts reclassified from accumulated other comprehensive (loss) income		—			2.8			0.4			3.2
Other comprehensive (loss) income		(0.1	)		1.9			0.2			2.0
Cumulative effect adjustment upon adoption of new accounting standard (ASU 2018-02)		(1.5	)		(6.7	)		—			(8.2	)
Balance as of March 31, 2019	$	(192.2	)	$	(16.2	)	$	(44.8	)	$	(253.2	)

⁽¹⁾ All amounts are net of tax.  Amounts in parentheses indicate debits.

Reclassifications out of accumulated other comprehensive (loss) income for the three month periods ended March 31, 2020 and 2019 are presented in the following table.

Amount Reclassified from Accumulated Other Comprehensive (Loss) Income
Details about Accumulated Other Comprehensive (Loss) Income Components	For the Three Month Period Ended March 31, 2020			For the Three Month Period Ended March 31, 2019			Affected Line in the Statement Where Net Income is Presented
Loss on cash flow hedges Interest rate swaps	$	5.3		$	3.7		Interest expense
		5.3			3.7		Total before tax
		(1.3	)		(0.9	)	Benefit for income taxes
	$	4.0		$	2.8		Net of tax
Amortization of defined benefit pension and other postretirement benefit items	$	0.7		$	0.5			(1)
		0.7			0.5		Total before tax
		(0.2	)		(0.1	)	Benefit for income taxes
	$	0.5		$	0.4		Net of tax
Total reclassifications for the period	$	4.5		$	3.2		Net of tax

⁽¹⁾ These components are included in the computation of net periodic benefit cost.  See Note 7 “Benefit Plans” for additional details.

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Accrued Liabilities

3 Months Ended

Mar. 31, 2020

Accrued Liabilities [Abstract]

Accrued Liabilities

Note 6. Accrued Liabilities

Accrued liabilities as of March 31, 2020 and December 31, 2019 consisted of the following.

	March 31, 2020		December 31, 2019
Salaries, wages and related fringe benefits	$	131.6	$	60.7
Contract liabilities		162.1		51.7
Product warranty		53.0		22.7
Operating lease liabilities		47.1		17.1
Restructuring		28.4		5.0
Taxes		18.7		22.5
Other		148.8		64.4
Total accrued liabilities	$	589.7	$	244.1

A reconciliation of the changes in the accrued product warranty liability for the three month periods ended March 31, 2020 and 2019 are as follows.

	For the Three Month Period Ended March 31, 2020			For the Three Month Period Ended March 31, 2019
Balance at beginning of period	$	22.7		$	23.9
Product warranty accruals		8.1			6.8
Acquired warranty		31.3			-
Settlements		(8.6	)		(8.8	)
Charged to other accounts(1)		(0.5	)		(0.1	)
Balance at end of period	$	53.0		$	21.8

⁽¹⁾ Includes the effects of foreign currency translation adjustments for the company's subsidiaries with functional currencies other than the USD.

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Income Taxes (Tables)

3 Months Ended

Mar. 31, 2020

Income Taxes [Abstract]

Provision for Income Taxes and Effective Income Tax Rate

The following table summarizes the Company’s (benefit) provision for income taxes and effective income tax provision rate for the three month periods ended March 31, 2020 and 2019.

	For the Three Month Period Ended March 31,
	2020			2019
(Loss) income before income taxes	$	(95.7	)	$	59.1
(Benefit) provision for income taxes	$	(58.9	)	$	12.0
Effective income tax rate		61.5	%		20.3	%

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Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2020

Goodwill and Other Intangible Assets [Abstract]

Goodwill Attributable to Each Reportable Segment

The changes in the carrying amount of goodwill attributable to each reportable segment for the three month period ended March 31, 2020 is presented in the table below.

	Industrial Technologies and Services			Precision and Science Technologies			High Pressure Solutions		Specialty Vehicle Technologies			Total
Balance as of December 31, 2019	$	865.4		$	227.5		$	194.8	$	—		$	1,287.7
Acquisition		3,020.7			839.3			—		418.2			4,278.2
Foreign currency translation and other		(52.0	)		(7.9	)		—		(2.6	)		(62.5	)
Balance as of March 31, 2020	$	3,834.1		$	1,058.9		$	194.8	$	415.6		$	5,503.4

Intangible Assets

Other intangible assets as of March 31, 2020 and December 31, 2019 consisted of the following.

	March 31, 2020					December 31, 2019
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Amortized intangible assets
Customer lists and relationships	$	4,016.9	$	(702.3	)	$	1,238.7	$	(673.9	)
Technology		174.7		(8.4	)		30.2		(6.0	)
Trademarks		39.6		(12.5	)		40.4		(11.9	)
Backlog		90.6		(9.2	)		—		—
Other		98.3		(43.9	)		64.0		(40.8	)
Unamortized intangible assets
Trademarks		2,035.9		—			614.3		—
Total other intangible assets	$	6,456.0	$	(776.3	)	$	1,987.6	$	(732.6	)

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Stock-Based Compensation Plan (Tables)

3 Months Ended

Mar. 31, 2020

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Stock-Based Award Plan Activity

A summary of the Company’s stock option (including SARs) activity for the three month period ended March 31, 2020 is presented in the following table (underlying shares in thousands).

	Shares			Weighted-Average Exercise Price (per share)
Stock options outstanding as of December 31, 2019		8,028		$	14.14
Converted Ingersoll Rand Industrial stock options		985		$	24.72
Granted		1,441		$	24.70
Exercised or settled		(334	)	$	8.89
Forfeited		(35	)	$	28.70
Expired		—		$	32.06
Stock options outstanding as of  March 31, 2020		10,085		$	16.80
Vested as of  March 31, 2020		6,303		$	11.38

Restricted Stock Unit Activity

Restricted stock units are granted to employees, non-employee directors and advisors based on the market price of the Company’s common stock on the grant date and recognize compensation expense based on the market price of the Company’s common stock on the grant date over the vesting period.  A summary of the Company’s restricted stock unit activity for the three month period ended March 31, 2020 is presented in the following table (underlying shares in thousands).

	Shares			Weighted-Average Grant-Date Fair Value
Non-vested restricted stock units  as of December 31, 2019		719		$	29.31
Converted Ingersoll Rand Industrial restricted stock units		305		$	33.06
Granted		707		$	25.34
Vested		(187	)	$	28.73
Forfeited		(13	)	$	28.87
Non-vested restricted stock units  as of March 31, 2020		1,531		$	28.29

Performance Shares, Activity

A summary of the Company’s performance stock unit activity for the three month period ended March 31, 2020 is presented in the following table (underlying shares in thousands).

	Shares		Weighted-Average Grant-Date Fair Value
Non-vested performance stock units  as of December 31, 2019		—	$	—
Granted		291	$	27.79
Vested		—	$	—
Forfeited		—	$	—
Non-vested performance stock units  as of March 31, 2020		291	$	27.79

Stock Options [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Assumptions Used to Estimate Fair Value of Options Granted

The following assumptions were used to estimate the fair value of options granted (excluding previously disclosed modified awards) during the three month periods ended March 31, 2020 and 2019 using the Black-Scholes option-pricing model.

	For the Three Month Period Ended March 31, 2020			For the Three Month Period Ended March 31, 2019
Black-Scholes Assumptions
Expected life of options (in years)		6.3			6.3
Risk-free interest rate		0.7% - 1.5	%		2.6	%
Assumed volatility		24.6% - 39.0	%		31.8	%
Expected dividend rate		0.0	%		0.0	%

Stock Options [Member] | Ingersoll Rand Industrial [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Assumptions Used to Estimate Fair Value of Options Granted

For converted stock options, the exercise price per share of the converted award was equal to the exercise price per share of the stock option award immediately prior to the completion of the acquisition divided by the exchange ratio. The replacement options will generally be governed by the same terms and conditions as those applicable prior to the acquisition.  The portion of fair value of the replacement awards related to services provided prior to the acquisition was accounted for as consideration transferred.  The remaining portion of fair value is associated with future service and will be recognized as compensation expense over the vesting period.  The fair value of stock options that the Company assumed in connection with the acquisition of Ingersoll Rand Industrial was estimated using the Black-Scholes model with the following assumptions.

Converted Stock Option Awards Assumptions
Expected life of options (in years)	2.0 - 3.6
Risk-free interest rate	0.9	%
Assumed volatility	34.2	%
Expected dividend rate	0.0	%

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Goodwill and Other Intangible Assets, Other Intangible Assets (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Amortized intangible assets [Abstract]
Accumulated amortization	$ (776.3)		$ (732.6)
Unamortized intangible assets [Abstract]
Total other intangible assets	6,456.0		1,987.6
Amortization of Intangible Assets [Abstract]
Intangible asset amortization expense	55.2	$ 31.4
Future Amortization of Intangible Assets [Abstract]
2020	350.0
2021	275.0
2022	275.0
2023	275.0
2024	275.0
2025	315.0
Trademarks [Member]
Unamortized intangible assets [Abstract]
Gross carrying amount	2,035.9		614.3
Customer Lists and Relationships [Member]
Amortized intangible assets [Abstract]
Gross carrying amount	4,016.9		1,238.7
Accumulated amortization	(702.3)		(673.9)
Technology [Member]
Amortized intangible assets [Abstract]
Gross carrying amount	174.7		30.2
Accumulated amortization	(8.4)		(6.0)
Trademarks [Member]
Amortized intangible assets [Abstract]
Gross carrying amount	39.6		40.4
Accumulated amortization	(12.5)		(11.9)
Backlog [Member]
Amortized intangible assets [Abstract]
Gross carrying amount	90.6		0.0
Accumulated amortization	(9.2)		0.0
Other [Member]
Amortized intangible assets [Abstract]
Gross carrying amount	98.3		64.0
Accumulated amortization	$ (43.9)		$ (40.8)

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Business Combinations, Air Compressors and Blowers North Limited and Oina VV AB (Details) - USD ($) $ in Millions			3 Months Ended
	Aug. 19, 2019	Jul. 03, 2019	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2019
Business Combinations [Abstract]
Goodwill				$ 5,503.4		$ 1,287.7
Air Compressors and Blowers North Limited [Member]
Business Combinations [Abstract]
Total consideration	$ 7.0
Cash consideration	5.9
Deferred payment	$ 1.1
Air Compressors and Blowers North Limited [Member] | Forecast [Member]
Business Combinations [Abstract]
Deferred payment			$ 1.1
Oina VV AB [Member]
Business Combinations [Abstract]
Total consideration		$ 10.0
Cash consideration		5.6
Holdback recorded in accrued liabilities		1.6
Payment made related to contingent earn-out provisions				0.8
Oina VV AB [Member] | Maximum [Member]
Business Combinations [Abstract]
Contingent earn-out provisions		$ 2.8
Oina VV AB [Member] | Forecast [Member]
Business Combinations [Abstract]
Holdback recorded in accrued liabilities					$ 1.6
Acquisitions [Member]
Revenues and Operating Income (Loss) [Abstract]
Revenue				2.3
Operating income				$ 0.1

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Business Combinations, Noncontrolling Interests (Details) - Feb. 28, 2020 - Ingersoll-Rand India Limited [Member] shares in Millions, $ in Millions	USD ($) shares	₨ / shares
Noncontrolling Interest [Abstract]
Percentage of controlling interest	74.00%
Percentage of non-controlling interest	26.00%
Closing price per share | ₨ / shares		₨ 639.2
Number of non-controlling shares (in shares) | shares	8.2
Preliminary fair value of non-controlling interest | $	$ 73.3

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Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Taxes [Abstract]
(Loss) income before income taxes	$ (95.7)	$ 59.1	[1]
(Benefit) provision for income taxes	$ (58.9)	$ 12.0
Effective income tax rate	61.50%	20.30%

[1] For the three month period ended March 31, 2020, as a result of the acquisition of Ingersoll Rand Industrial, the Company changed its measurement methodology of Segment Adjusted EBITDA.  Segment Adjusted EBITDA and the reconciliation to (Loss) Income Before Income Taxes was revised to conform to the methodology used for the three month period ended March 31, 2020.

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Hedging Activities and Fair Value Measurements, Hedging Activities and Derivative Instruments within the Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2020	Dec. 31, 2019
Maximum [Member]
Derivative, Fair Value, Net [Abstract]
Maturity period of foreign currency contracts		1 year
Interest Rate Swap Contracts [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow [Member]
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract]
Notional amount	[1]	$ 825.0	$ 825.0
Interest Rate Swap Contracts [Member] | Other Current Assets [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow [Member]
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract]
Assets fair value	[1]	0.0	0.0
Interest Rate Swap Contracts [Member] | Other Assets [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow [Member]
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract]
Assets fair value	[1]	0.0	0.0
Interest Rate Swap Contracts [Member] | Accrued Liabilities [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow [Member]
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract]
Liabilities fair value	[1]	11.6	13.1
Interest Rate Swap Contracts [Member] | Other Liabilities [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow [Member]
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract]
Liabilities fair value	[1]	0.0	0.0
Foreign Currency Forwards [Member] | Maximum [Member]
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract]
Notional amount		74.2
Foreign Currency Forwards [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member]
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract]
Notional amount	[1]	182.7	55.2
Foreign Currency Forwards [Member] | Other Current Assets [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member]
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract]
Assets fair value	[1]	3.0	0.5
Foreign Currency Forwards [Member] | Other Assets [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member]
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract]
Assets fair value	[1]	0.0	0.0
Foreign Currency Forwards [Member] | Accrued Liabilities [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member]
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract]
Liabilities fair value	[1]	0.0	0.0
Foreign Currency Forwards [Member] | Other Liabilities [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member]
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract]
Liabilities fair value	[1]	0.0	0.0
Foreign Currency Forwards [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member]
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract]
Notional amount	[1]	126.0	106.9
Foreign Currency Forwards [Member] | Other Current Assets [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member]
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract]
Assets fair value	[1]	0.0	0.0
Foreign Currency Forwards [Member] | Other Assets [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member]
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract]
Assets fair value	[1]	0.0	0.0
Foreign Currency Forwards [Member] | Accrued Liabilities [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member]
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract]
Liabilities fair value	[1]	1.6	0.5
Foreign Currency Forwards [Member] | Other Liabilities [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member]
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract]
Liabilities fair value	[1]	$ 0.0	$ 0.0

[1] Notional amounts represent the gross contract amounts of the outstanding derivatives excluding the total notional amount of positions that have been effectively closed through offsetting positions.  The net gains and net losses associated with positions that have been effectively closed through offsetting positions but not yet settled are included in the asset and liability derivatives fair value columns, respectively.

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Hedging Activities and Fair Value Measurements, Derivative Instruments not Designated as Accounting Hedges (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Derivative instruments not designated as accounting hedges [Abstract]
Total foreign currency transaction losses, net	$ (2.6)	$ (3.1)
Foreign Currency Forward Contracts Losses [Member]
Derivative instruments not designated as accounting hedges [Abstract]
Total foreign currency transaction losses, net	$ (2.6)	$ (1.6)

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Related Party Transactions (Details) € in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($)	Mar. 31, 2020 EUR (€)
KKR [Member] | Lender in Senior Secured Credit Facilities [Member] | Euro Term Loan Facility [Member]
Related Party Transaction, Due to Related Party [Abstract]
Related party transaction amount | €		€ 49.0
KKR [Member] | Lender in Senior Secured Credit Facilities [Member] | Dollar Term Loan B Facility [Member]
Related Party Transaction, Due to Related Party [Abstract]
Related party transaction amount	$ 36.4
Trane Technologies PLC [Member]
Related Party Transaction, Due to Related Party [Abstract]
Term of transition services agreement	24 months	24 months
Related party transaction, charges for services	$ 2.4

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Stock-Based Compensation Plan

3 Months Ended

Mar. 31, 2020

Stock-Based Compensation Plan [Abstract]

Stock-Based Compensation Plan

Note 9. Stock-Based Compensation Plan

The Company has outstanding stock-based compensation awards granted under the 2013 Stock Incentive Plan (“2013 Plan”) and the 2017 Omnibus Incentive Plan (“2017 Plan”) as described in Note 17 “Stock-Based Compensation Plans” to the consolidated financial statements in its annual report on Form 10-K for the year ended December 31, 2019.  Following the Company’s initial public offering, the Company grants stock-based compensation awards pursuant to the 2017 Plan and ceased granting new awards pursuant to the 2013 Plan.

Acquisition of Ingersoll Rand Industrial

As of the acquisition date of February 29, 2020, Ingersoll Rand Industrial employees’ unvested equity awards and a limited number of vested awards were converted into equity awards denominated in shares of the Company’s common stock based on a defined exchange ratio.  Ingersoll Rand Industrial employees’ equity awards were converted into Ingersoll Rand stock options and restricted stock units.

For converted restricted stock units, the fair value of the equity award is based on the market price of the common stock on the grant date.  The replacement restricted stock units will generally be governed by the same terms and conditions as those applicable prior to the acquisition.  The portion of fair value of the replacement awards related to services provided prior to the acquisition was accounted for as consideration transferred.  The remaining portion of the fair value is associated with future service and will be recognized as compensation expense over the vesting period.

For converted stock options, the exercise price per share of the converted award was equal to the exercise price per share of the stock option award immediately prior to the completion of the acquisition divided by the exchange ratio. The replacement options will generally be governed by the same terms and conditions as those applicable prior to the acquisition.  The portion of fair value of the replacement awards related to services provided prior to the acquisition was accounted for as consideration transferred.  The remaining portion of fair value is associated with future service and will be recognized as compensation expense over the vesting period.  The fair value of stock options that the Company assumed in connection with the acquisition of Ingersoll Rand Industrial was estimated using the Black-Scholes model with the following assumptions.

Converted Stock Option Awards Assumptions
Expected life of options (in years)	2.0 - 3.6
Risk-free interest rate	0.9	%
Assumed volatility	34.2	%
Expected dividend rate	0.0	%

Stock-Based Compensation

For the three month periods ended March 31, 2020 and 2019, the Company recognized stock-based compensation expense of approximately $3.5 million and $7.5 million, respectively.  The $3.5 million of stock-based compensation expense for the three month period ended March 31, 2020 included expense for equity awards granted under the 2013 Plan and 2017 Plan of $4.3 million and a decrease in the liability for stock appreciation rights (“SAR”) of $0.8 million.  These costs are included in “Cost of sales” and “Selling and administrative expenses” in the Condensed Consolidated Statements of Operations.

As of March 31, 2020, there was $78.2 million of total unrecognized compensation expense related to outstanding stock options, restricted stock unit awards and performance stock unit awards.

SARs, all of which were granted under the 2013 Plan, are expected to be settled in cash and are accounted for as liability awards. As of March 31, 2020, a liability of approximately $5.9 million for SARs was included in “Accrued liabilities” of the Condensed Consolidated Balance Sheets.

The Company’s stock-based compensation awards are typically granted in the first quarter of the year and primarily consist of stock options, restricted stock units and, commencing in 2020, performance share units.

Stock Option Awards

Stock options are granted to employees with an exercise price equal to the fair value of the Company’s per share common stock on the date of grant.  Stock option awards typically vest over four or five years and expire ten years  from the date of grant.

A summary of the Company’s stock option (including SARs) activity for the three month period ended March 31, 2020 is presented in the following table (underlying shares in thousands).

	Shares			Weighted-Average Exercise Price (per share)
Stock options outstanding as of December 31, 2019		8,028		$	14.14
Converted Ingersoll Rand Industrial stock options		985		$	24.72
Granted		1,441		$	24.70
Exercised or settled		(334	)	$	8.89
Forfeited		(35	)	$	28.70
Expired		—		$	32.06
Stock options outstanding as of  March 31, 2020		10,085		$	16.80
Vested as of  March 31, 2020		6,303		$	11.38

The following assumptions were used to estimate the fair value of options granted (excluding previously disclosed modified awards) during the three month periods ended March 31, 2020 and 2019 using the Black-Scholes option-pricing model.

	For the Three Month Period Ended March 31, 2020			For the Three Month Period Ended March 31, 2019
Black-Scholes Assumptions
Expected life of options (in years)		6.3			6.3
Risk-free interest rate		0.7% - 1.5	%		2.6	%
Assumed volatility		24.6% - 39.0	%		31.8	%
Expected dividend rate		0.0	%		0.0	%

Restricted Stock Unit Awards

Restricted stock units are granted to employees, non-employee directors and advisors based on the market price of the Company’s common stock on the grant date and recognize compensation expense based on the market price of the Company’s common stock on the grant date over the vesting period.  A summary of the Company’s restricted stock unit activity for the three month period ended March 31, 2020 is presented in the following table (underlying shares in thousands).

	Shares			Weighted-Average Grant-Date Fair Value
Non-vested restricted stock units  as of December 31, 2019		719		$	29.31
Converted Ingersoll Rand Industrial restricted stock units		305		$	33.06
Granted		707		$	25.34
Vested		(187	)	$	28.73
Forfeited		(13	)	$	28.87
Non-vested restricted stock units  as of March 31, 2020		1,531		$	28.29

Performance Share Unit Awards

Performance share units are granted to employees and are subject to a three year performance period.  The number of shares issued at the end of the performance period is determined by the Company’s total shareholder return percentile rank versus the S&P 500 index for the three year performance period.  The grant date fair value of these awards is determined using a Monte Carlo simulation pricing model and compensation cost is recognized straight-line over a three year period.  The Monte Carlo simulation pricing model for the fiscal year 2020 grants utilized the following assumptions: (i) expected term of 2.82 years (equal to the remaining performance measurement period at the grant date), (ii) volatility of 35.2%, (iii) risk-free interest rate of 0.52% and (iv) expected dividend rate of 0.0%.  Compensation expense is recognized based on the grant date fair value.

A summary of the Company’s performance stock unit activity for the three month period ended March 31, 2020 is presented in the following table (underlying shares in thousands).

	Shares		Weighted-Average Grant-Date Fair Value
Non-vested performance stock units  as of December 31, 2019		—	$	—
Granted		291	$	27.79
Vested		—	$	—
Forfeited		—	$	—
Non-vested performance stock units  as of March 31, 2020		291	$	27.79

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Goodwill and Other Intangible Assets

3 Months Ended

Mar. 31, 2020

Goodwill and Other Intangible Assets [Abstract]

Goodwill and Other Intangible Assets

Note 5. Goodwill and Other Intangible Assets

The Company reorganized its reportable segments during the three month period ended March 31, 2020.  Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired and liabilities assumed in a business combination.

The changes in the carrying amount of goodwill attributable to each reportable segment for the three month period ended March 31, 2020 is presented in the table below.

	Industrial Technologies and Services			Precision and Science Technologies			High Pressure Solutions		Specialty Vehicle Technologies			Total
Balance as of December 31, 2019	$	865.4		$	227.5		$	194.8	$	—		$	1,287.7
Acquisition		3,020.7			839.3			—		418.2			4,278.2
Foreign currency translation and other		(52.0	)		(7.9	)		—		(2.6	)		(62.5	)
Balance as of March 31, 2020	$	3,834.1		$	1,058.9		$	194.8	$	415.6		$	5,503.4

As of March 31, 2020, goodwill included $343.3 million of accumulated impairment losses within the High Pressure Solutions segment and $220.6 million of accumulated impairment losses within the Industrial Technologies and Services segment.

As of March 31, 2020, there was no indication that the carrying value of the Company’s goodwill and other intangible assets may not be recoverable.  However, a prolonged adverse impact of the COVID-19 pandemic on the Company’s consolidated financial results may require an impairment charge related to one or more of these assets in a future period.

There were no goodwill impairment charges recorded during the three month periods ended March 31, 2020 and 2019.

Other intangible assets as of March 31, 2020 and December 31, 2019 consisted of the following.

	March 31, 2020					December 31, 2019
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Amortized intangible assets
Customer lists and relationships	$	4,016.9	$	(702.3	)	$	1,238.7	$	(673.9	)
Technology		174.7		(8.4	)		30.2		(6.0	)
Trademarks		39.6		(12.5	)		40.4		(11.9	)
Backlog		90.6		(9.2	)		—		—
Other		98.3		(43.9	)		64.0		(40.8	)
Unamortized intangible assets
Trademarks		2,035.9		—			614.3		—
Total other intangible assets	$	6,456.0	$	(776.3	)	$	1,987.6	$	(732.6	)

Amortization of intangible assets was $55.2 million for the three month period ended March 31, 2020 and $31.4 million for the three month period ended March 31, 2019.  Amortization of intangible assets is anticipated to be approximately $350.0 million in 2020 and $275.0 million to $315.0 million from 2021 through 2025 based upon the exchange rates as of March 31, 2020.

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Accrued Liabilities (Tables)

3 Months Ended

Mar. 31, 2020

Accrued Liabilities [Abstract]

Accrued Liabilities

Accrued liabilities as of March 31, 2020 and December 31, 2019 consisted of the following.

	March 31, 2020		December 31, 2019
Salaries, wages and related fringe benefits	$	131.6	$	60.7
Contract liabilities		162.1		51.7
Product warranty		53.0		22.7
Operating lease liabilities		47.1		17.1
Restructuring		28.4		5.0
Taxes		18.7		22.5
Other		148.8		64.4
Total accrued liabilities	$	589.7	$	244.1

Accrued Product Warranty Liability

A reconciliation of the changes in the accrued product warranty liability for the three month periods ended March 31, 2020 and 2019 are as follows.

	For the Three Month Period Ended March 31, 2020			For the Three Month Period Ended March 31, 2019
Balance at beginning of period	$	22.7		$	23.9
Product warranty accruals		8.1			6.8
Acquired warranty		31.3			-
Settlements		(8.6	)		(8.8	)
Charged to other accounts(1)		(0.5	)		(0.1	)
Balance at end of period	$	53.0		$	21.8

⁽¹⁾ Includes the effects of foreign currency translation adjustments for the company's subsidiaries with functional currencies other than the USD.

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Accumulated Other Comprehensive (Loss) Income (Tables)

3 Months Ended

Mar. 31, 2020

Accumulated Other Comprehensive (Loss) Income [Abstract]

Other Comprehensive (Loss) Income

The before tax (loss) income and related income tax effect are as follows.

	For the Three Month Period Ended March 31, 2020									For the Three Month Period Ended March 31, 2019
	Before-Tax Amount			Tax Expense			Net of Tax Amount			Before-Tax Amount		Tax (Expense) or Benefit			Net of Tax Amount
Foreign currency translation adjustments, net	$	(89.5	)	$	(2.7	)	$	(92.2	)	$	4.5	$	(4.6	)	$	(0.1	)
Unrecognized gains on cash flow hedges, net		1.6			(0.4	)		1.2			1.3		0.6			1.9
Pension and other postretirement benefit prior service cost and gain or loss, net		3.5			(0.6	)		2.9			0.1		0.1			0.2
Other comprehensive (loss) income	$	(84.4	)	$	(3.7	)	$	(88.1	)	$	5.9	$	(3.9	)	$	2.0

Changes in Accumulated Other Comprehensive (Loss) Income

Changes in accumulated other comprehensive (loss) income by component for the three month periods ended March 31, 2020 and 2019 are presented in the following table ⁽¹⁾.

	Foreign Currency Translation Adjustments, Net			Unrealized (Losses) Gains on Cash Flow Hedges			Pension and Postretirement Benefit Plans			Total
Balance as of December 31, 2019	$	(193.6	)	$	(10.9	)	$	(51.5	)	$	(256.0	)
Other comprehensive (loss) income before reclassifications		(92.2	)		(2.8	)		2.4			(92.6	)
Amounts reclassified from accumulated other comprehensive (loss) income		—			4.0			0.5			4.5
Other comprehensive (loss) income		(92.2	)		1.2			2.9			(88.1	)
Balance as of March 31, 2020	$	(285.8	)	$	(9.7	)	$	(48.6	)	$	(344.1	)

On January 1, 2019, the Company adopted ASU 2018-02 which reclassified stranded tax effects resulting from the Tax Cuts and Jobs Act from accumulated other comprehensive (loss) income to retained (deficit) earnings.  The Company recorded a cumulative-effect adjustment which increased “Accumulated other comprehensive loss” of the Condensed Consolidated Balance Sheet by $8.2 million.

	Foreign Currency Translation Adjustments, Net			Unrealized (Losses) Gains on Cash Flow Hedges			Pension and Postretirement Benefit Plans			Total
Balance as of December 31, 2018	$	(190.6	)	$	(11.4	)	$	(45.0	)	$	(247.0	)
Other comprehensive (loss) income before reclassifications		(0.1	)		(0.9	)		(0.2	)		(1.2	)
Amounts reclassified from accumulated other comprehensive (loss) income		—			2.8			0.4			3.2
Other comprehensive (loss) income		(0.1	)		1.9			0.2			2.0
Cumulative effect adjustment upon adoption of new accounting standard (ASU 2018-02)		(1.5	)		(6.7	)		—			(8.2	)
Balance as of March 31, 2019	$	(192.2	)	$	(16.2	)	$	(44.8	)	$	(253.2	)

⁽¹⁾ All amounts are net of tax.  Amounts in parentheses indicate debits.

Reclassifications out of Accumulated Other Comprehensive (Loss) Income

Reclassifications out of accumulated other comprehensive (loss) income for the three month periods ended March 31, 2020 and 2019 are presented in the following table.

Amount Reclassified from Accumulated Other Comprehensive (Loss) Income
Details about Accumulated Other Comprehensive (Loss) Income Components	For the Three Month Period Ended March 31, 2020			For the Three Month Period Ended March 31, 2019			Affected Line in the Statement Where Net Income is Presented
Loss on cash flow hedges Interest rate swaps	$	5.3		$	3.7		Interest expense
		5.3			3.7		Total before tax
		(1.3	)		(0.9	)	Benefit for income taxes
	$	4.0		$	2.8		Net of tax
Amortization of defined benefit pension and other postretirement benefit items	$	0.7		$	0.5			(1)
		0.7			0.5		Total before tax
		(0.2	)		(0.1	)	Benefit for income taxes
	$	0.5		$	0.4		Net of tax
Total reclassifications for the period	$	4.5		$	3.2		Net of tax

⁽¹⁾ These components are included in the computation of net periodic benefit cost.  See Note 7 “Benefit Plans” for additional details.

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Supplemental Information (Tables)

3 Months Ended

Mar. 31, 2020

Supplemental Information [Abstract]

Other Operating Expense, Net

The components of “Other operating expense, net” for the three month periods ended March 31, 2020 and 2019 were as follows.

	For the Three Month Period Ended March 31,
	2020		2019
Other Operating Expense, Net
Foreign currency transaction losses, net	$	2.6	$	3.1
Restructuring charges, net (1)		41.6		2.0
Shareholder litigation settlement recoveries (2)		—		(6.0	)
Acquisition related expenses and non-cash charges (3)		55.0		1.5
Net loss on asset dispositions		—		0.1
Other, net		1.5		1.2
Total other operating expense, net	$	100.7	$	1.9

⁽¹⁾ See Note 3 “Restructuring.”

⁽²⁾ Represents an insurance recovery of the Company’s shareholder litigation settlement in 2014.

⁽³⁾ Represents costs associated with successful and/or abandoned acquisitions, including third-party expenses and post-closure integration costs (including certain incentive and non-incentive cash compensation costs)

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) shares in Millions, $ in Millions		Common Stock [Member]	Capital in Excess of Par Value [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Loss [Member]	Treasury Stock [Member]	Total Ingersoll Rand Inc. Stockholders' Equity	Noncontrolling Interest [Member]	Total
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cumulative-effect adjustment upon adoption of new accounting standard | ASU 2018-02 [Member]	[1]				$ (8.2)
Balance at beginning of period at Dec. 31, 2018		$ 2.0	$ 2,282.7	$ (308.7)	(247.0)	$ (53.0)		$ 0.0
Balance at beginning of period (in shares) at Dec. 31, 2018		201.1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Purchases of treasury stock						(8.5)
Shares issued to acquire Ingersoll Rand Industrial		$ 0.0	0.0
Shares issued to acquire Ingersoll Rand Industrial (in shares)		0.0
Fair value attributable to pre-merger service for replacement equity awards			0.0
Fair value attributable to pre-merger service for deferred compensation plan			0.0
Cost incurred to issue shares for Ingersoll Rand Industrial acquisition			0.0
Issuance of common stock for stock-based compensation plans		$ 0.0	12.9
Issuance of common stock for stock-based compensation plans (in shares)		2.2
Issuance of treasury stock for stock-based compensation plans			(9.2)			14.5
Stock-based compensation			2.9
Net (loss) income				47.1				0.0	$ 47.1
Foreign currency translation adjustments, net					(0.1)			0.0	(0.1)
Unrecognized gains on cash flow hedges, net					1.9				1.9
Pension and other postretirement prior service cost and gain or loss, net					0.2				0.2
Noncontrolling interest from acquisition of Ingersoll Rand Industrial								0.0	0.0
Balance at end of period at Mar. 31, 2019		$ 2.0	2,289.3	(253.4)	(253.2)	(47.0)	$ 1,737.7	0.0	1,737.7
Balance at end of period (in shares) at Mar. 31, 2019		203.3
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cumulative-effect adjustment upon adoption of new accounting standard | ASU 2018-02 [Member]				8.2	(8.2)
Cumulative-effect adjustment upon adoption of new accounting standard | ASU 2016-13 [Member]				0.0
Cumulative-effect adjustment upon adoption of new accounting standard | ASU 2016-13 [Member]				1.0
Balance at beginning of period at Dec. 31, 2019		$ 2.1	2,302.0	(141.4)	(256.0)	(36.8)		0.0	1,869.9
Balance at beginning of period (in shares) at Dec. 31, 2019		206.8
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Purchases of treasury stock						(0.8)
Shares issued to acquire Ingersoll Rand Industrial		$ 2.1	6,917.4
Shares issued to acquire Ingersoll Rand Industrial (in shares)		211.0
Fair value attributable to pre-merger service for replacement equity awards			8.6
Fair value attributable to pre-merger service for deferred compensation plan			8.9
Cost incurred to issue shares for Ingersoll Rand Industrial acquisition			(1.0)
Issuance of common stock for stock-based compensation plans		$ 0.0	2.2
Issuance of common stock for stock-based compensation plans (in shares)		0.4
Issuance of treasury stock for stock-based compensation plans			(1.0)			1.4
Stock-based compensation			4.4
Net (loss) income				(36.8)				0.0	(36.8)
Foreign currency translation adjustments, net					(92.2)			(4.0)	(92.2)
Unrecognized gains on cash flow hedges, net					1.2				1.2
Pension and other postretirement prior service cost and gain or loss, net					2.9				2.9
Noncontrolling interest from acquisition of Ingersoll Rand Industrial								73.3	0.0
Balance at end of period at Mar. 31, 2020		$ 4.2	$ 9,241.5	(179.2)	(344.1)	$ (36.2)	$ 8,686.2	$ 69.3	$ 8,755.5
Balance at end of period (in shares) at Mar. 31, 2020		418.2
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cumulative-effect adjustment upon adoption of new accounting standard | ASU 2018-02 [Member]				0.0	$ 0.0
Cumulative-effect adjustment upon adoption of new accounting standard | ASU 2016-13 [Member]				$ (1.0)

[1] All amounts are net of tax.  Amounts in parentheses indicate debits.

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Restructuring (Tables)

3 Months Ended

Mar. 31, 2020

Restructuring [Abstract]

Activity Associated With Restructuring Programs

The following table summarizes the activity associated with the Company’s restructuring programs for the three month period ended March 31, 2020.

	Total
Balance as of December 31, 2019	$	5.0
Charged to expense - Termination benefits		38.8
Charged to expense - Other		2.8
Payments		(18.2	)
Balance as of March 31, 2020	$	28.4

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) [Abstract]
Revenues	$ 799.9	$ 620.3	[1]
Cost of sales	555.4	389.8
Gross Profit	244.5	230.5
Selling and administrative expenses	155.4	117.0
Amortization of intangible assets	55.2	31.4
Other operating expense, net	100.7	1.9
Operating (Loss) Income	(66.8)	80.2
Interest expense	27.1	22.4
Loss on extinguishment of debt	2.0	0.0
Other income, net	(0.2)	(1.3)
(Loss) Income Before Income Taxes	(95.7)	59.1	[1]
(Benefit) provision for income taxes	(58.9)	12.0
Net (Loss) Income	(36.8)	47.1
Less: Net loss attributable to noncontrolling interests	0.0	0.0
Net (Loss) Income Attributable to Ingersoll Rand Inc.	$ (36.8)	$ 47.1
Basic (loss) earnings per share (in dollars per share)	$ (0.13)	$ 0.23
Diluted (loss) earnings per share (in dollars per share)	$ (0.13)	$ 0.23

[1] For the three month period ended March 31, 2020, as a result of the acquisition of Ingersoll Rand Industrial, the Company changed its measurement methodology of Segment Adjusted EBITDA.  Segment Adjusted EBITDA and the reconciliation to (Loss) Income Before Income Taxes was revised to conform to the methodology used for the three month period ended March 31, 2020.

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Related Party Transactions

3 Months Ended

Mar. 31, 2020

Related Party Transactions [Abstract]

Related Party Transactions

Note 17. Related Party Transactions

In connection with the Ingersoll Rand Industrial acquisition, certain additional agreements have been entered into between Ingersoll Rand and Trane Technologies PLC, including, among others, an Employee Matters Agreement, a Real Estate Matters Agreement, a Tax Matters Agreement, an Intellectual Property Matters Agreement and a Transition Services Agreement each dated February 29, 2020.  The Transition Services Agreement has a term of twenty four calendar months.  Charges for services under the agreement will be determined on an allocated cost basis, subject to an overall annual aggregate cap.  During the three month period ended March 31, 2020, the Company incurred $2.4 million of charges under the Transition Service Agreement.

Affiliates of KKR participated as a lender in the Company’s Senior Secured Credit Facilities. As of March 31, 2020, KKR held a position in the Euro Term Loan of €49.0 million and a position in the Dollar Term Loan B of $36.4 million.

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Income Taxes

3 Months Ended

Mar. 31, 2020

Income Taxes [Abstract]

Income Taxes

Note 13. Income Taxes

The following table summarizes the Company’s (benefit) provision for income taxes and effective income tax provision rate for the three month periods ended March 31, 2020 and 2019.

	For the Three Month Period Ended March 31,
	2020			2019
(Loss) income before income taxes	$	(95.7	)	$	59.1
(Benefit) provision for income taxes	$	(58.9	)	$	12.0
Effective income tax rate		61.5	%		20.3	%

The decrease in the provision for income taxes to a benefit for income taxes and the increase in the effective income tax provision rate for the three month period ended March 31, 2020 when compared to the same three month period of 2019 is primarily due to the decrease in earnings generated in countries with a higher statutory tax rate than the United States.  The reduction in pre-tax book income is mainly from the transaction costs associated with the merger and additional amortization and depreciation expense associated with the purchase price step up adjustments.

The impact of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act that was passed during the three month period ended March 31, 2020 was taken into consideration but did not have a material impact to the overall provision in the three month period ended March 31, 2020.

In connection with the acquisition of Ingersoll Rand Industrial, the Company was indemnified by Trane Technologies for certain potential tax obligations arising prior to the acquisition.  The Company recognized an offsetting asset and liability for the tax indemnification in the Condensed Consolidated Balance Sheets.

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(Loss) Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2020

(Loss) Earnings Per Share [Abstract]

Basic and Diluted (Loss) Earning per Share

The computations of basic and diluted (loss) earnings per share are as follows.

	For the Three Month Period Ended March 31,
	2020			2019
(Loss) net income	$	(36.8	)	$	47.1
Less: Net loss attributable to noncontrolling interests		—			—
Net (loss) income attributable to Ingersoll Rand Inc.	$	(36.8	)	$	47.1
Average shares outstanding
Basic		277.3			201.6
Diluted		277.3			207.7
(Loss) earnings per share
Basic	$	(0.13	)	$	0.23
Diluted	$	(0.13	)	$	0.23

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Business Combinations, Ingersoll Rand Industrial, Preliminary Purchase Price Allocation (Details) - USD ($) $ / shares in Units, $ in Millions		Feb. 29, 2020	Feb. 28, 2020	Mar. 31, 2020	Dec. 31, 2019
Purchase Price Allocation [Abstract]
Goodwill				$ 5,503.4	$ 1,287.7
Ingersoll Rand Industrial [Member]
Purchase Price [Abstract]
Fair value of Ingersoll Rand common stock issued for Ingersoll Rand Industrial outstanding common stock	[1]	$ 6,919.5
Fair value attributable to pre-merger service for replacement equity awards	[2]	8.6
Fair value attributable to pre-merger service for deferred compensation plan	[3]	8.9
Total purchase consideration		6,937.0
Purchase Price Allocation [Abstract]
Cash		41.3
Accounts receivable		579.9
Inventory		576.2
Other current assets		136.9
Property, plant and equipment		520.0
Goodwill		4,278.2
Intangible assets		4,501.3
Other noncurrent assets		269.8
Total current liabilities, including current maturities of long-term debt of $19.0 million		(830.6)
Deferred tax liability		(900.6)
Long-term debt, net of debt issuance costs and an original issue discount		(1,851.7)
Other noncurrent liabilities		(310.4)
Noncontrolling interest		(73.3)
Total purchase price allocation		$ 6,937.0
Current maturities of long-term debt			$ 19.0
Fair value of stock issued (in shares)			211,023,522
Closing price per share			$ 32.79

[1] Represents the fair value of 211,023,522 shares of the Company’s common stock issued for Ingersoll Rand Industrial outstanding common stock multiplied by $32.79, the price per share of common stock as of the closing price on February 28, 2020.

[2] Represents the fair value of the replacement equity awards to the extent those related to services provided by the employee of Ingersoll Rand Industrial prior to closing.  See Note 9 “Stock-Based Compensation Plan” for additional information about the replacement equity awards.

[3] Represents the fair value of the deferred compensation plan to be settled in equity.  See Note 7 “Benefit Plans” for additional information about the deferred compensation plan.

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Business Combinations, Long-Term Debt (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Feb. 28, 2020	Dec. 31, 2019
Long-Term Debt [Abstract]
Debt issuance costs	$ 41.4		$ 8.1
Ingersoll Rand Industrial [Member] | Senior Secured Credit Facility [Member]
Long-Term Debt [Abstract]
Debt indebtedness		$ 1,900.0
Maturity date	Feb. 28, 2027
Debt issuance costs		26.9
Debt discount		$ 2.4

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Stock-Based Compensation Plan, Stock Option Awards (Details) shares in Thousands	3 Months Ended
	Mar. 31, 2020 $ / shares shares
Stock Options [Member]
Share-based Compensation Arrangement [Abstract]
Expiration period	10 years
Stock Options and Stock Appreciation Rights [Member]
Shares [Roll Forward]
Stock options outstanding, beginning balance (in shares) | shares	8,028
Converted Ingersoll Rand Industrial stock options (in shares) | shares	985
Granted (in shares) | shares	1,441
Exercised or Settled (in shares) | shares	(334)
Forfeited (in shares) | shares	(35)
Expired (in shares) | shares	0
Stock options outstanding, ending balance (in shares) | shares	10,085
Vested (in shares) | shares	6,303
Outstanding Weighted-Average Exercise Price [Abstract]
Stock options outstanding, beginning balance (in dollars per share) | $ / shares	$ 14.14
Converted Ingersoll Rand Industrial stock options (in dollars per share) | $ / shares	24.72
Granted (in dollars per share) | $ / shares	24.70
Exercised or Settled (in dollars per share) | $ / shares	8.89
Forfeited (in dollars per share) | $ / shares	28.70
Expired (in dollars per share) | $ / shares	32.06
Stock options outstanding, ending balance (in dollars per share) | $ / shares	16.80
Vested (in dollars per share) | $ / shares	$ 11.38
Minimum [Member] | Stock Options [Member]
Share-based Compensation Arrangement [Abstract]
Vesting period	4 years
Maximum [Member] | Stock Options [Member]
Share-based Compensation Arrangement [Abstract]
Vesting period	5 years

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Debt, Senior Secured Credit Facilities (Details) € in Millions, $ in Millions			3 Months Ended		12 Months Ended
	Feb. 28, 2020 USD ($)	Aug. 17, 2017	Mar. 31, 2020 USD ($)		Dec. 31, 2014	Mar. 31, 2020 EUR (€)	Feb. 29, 2020 USD ($)	Feb. 28, 2020 EUR (€)	Dec. 31, 2019 USD ($)
LIBOR [Member]
Debt Instrument, Senior Secured Credit Facilities [Abstract]
Outstanding borrowing			$ 2,824.2			€ 600.4
Interest Rate and Fees [Abstract]
Basis spread on variable rate			1.00%
Term of variable rate			1 month
Federal Funds Effective Rate [Member]
Interest Rate and Fees [Abstract]
Basis spread on variable rate			0.50%
Original Dollar Term Loan Facility [Member]
Debt Instrument, Senior Secured Credit Facilities [Abstract]
Long-term debt	$ 927.6
Original issue discounts	1.2
Write-off of unamortized debt issuance costs	2.0
Dollar Term Loan, due 2024 [Member]
Debt Instrument, Senior Secured Credit Facilities [Abstract]
Long-term debt			$ 0.0						$ 927.6	[1]
Interest Rate and Fees [Abstract]
Basis spread on variable rate		0.00%
Prepayments [Abstract]
Percentage of prepayment premium of principal amount			1.00%
Amortization and Final Maturity [Abstract]
Percentage of original principal amount for quarterly installment payment of debt amortization			1.00%
Dollar Term Loan, due 2024 [Member] | LIBOR [Member]
Interest Rate and Fees [Abstract]
Basis spread on variable rate			1.75%
Dollar Term Loan, due 2024 [Member] | Base Rate [Member]
Interest Rate and Fees [Abstract]
Basis spread on variable rate			0.75%
Dollar Term Loan B, due 2027 [Member]
Debt Instrument, Senior Secured Credit Facilities [Abstract]
Long-term debt			$ 1,897.7	[2]			$ 1,900.0		$ 0.0
Original issue discounts			$ 2.3				2.4
Interest Rate and Fees [Abstract]
Basis spread on variable rate		0.00%
Prepayments [Abstract]
Percentage of prepayment premium of principal amount			1.00%
Amortization and Final Maturity [Abstract]
Percentage of original principal amount for quarterly installment payment of debt amortization			1.00%
Dollar Term Loan B, due 2027 [Member] | LIBOR [Member]
Interest Rate and Fees [Abstract]
Basis spread on variable rate			1.75%
Dollar Term Loan B, due 2027 [Member] | Base Rate [Member]
Interest Rate and Fees [Abstract]
Basis spread on variable rate			0.75%
Senior Secured Credit Facility [Member]
Prepayments [Abstract]
Percentage of annual excess cash flow for prepayment of outstanding loan					50.00%
Percentage of annual excess cash flow for prepayment of outstanding loan under restrictive covenants			25.00%
Percentage of the net cash proceeds of all non-ordinary course asset sales for prepayment of outstanding term loan			100.00%
Reduction percentage of the net cash proceeds of all non-ordinary course asset sales for prepayment of outstanding term loan			50.00%
Percentage of net cash proceeds of any incurrence of debt for prepayment of outstanding term loan			100.00%
Senior Secured Credit Facility [Member] | Maximum [Member]
Prepayments [Abstract]
Consolidated secured debt to consolidated EBITDA ratio considered for prepayment of outstanding term loan under covenant one			2.25
Senior Secured Credit Facility [Member] | Minimum [Member]
Prepayments [Abstract]
Consolidated secured debt to consolidated EBITDA ratio considered for prepayment of outstanding term loan under covenant two			2.00
Certain Covenants and Events of Default [Abstract]
Percentage of non-cash collateralized letters of credit			40.00%
Senior Secured Credit Facility [Member] | Condition One [Member]
Interest Rate and Fees [Abstract]
Commitment fee			0.25%
Consolidated senior secured debt to consolidated EBITDA ratio			1.75
Senior Secured Credit Facility [Member] | Condition Two [Member]
Interest Rate and Fees [Abstract]
Commitment fee			0.125%
Consolidated senior secured debt to consolidated EBITDA ratio			1.50
Senior Secured Credit Facility [Member] | Condition Three [Member]
Interest Rate and Fees [Abstract]
Commitment fee			0.375%
Euro Term Loan Due in 2020 [Member]
Debt Instrument, Senior Secured Credit Facilities [Abstract]
Long-term debt | €								€ 601.2
Original issue discounts | €								€ 0.8
Write-off of unamortized debt issuance costs	$ 2.0
Interest Rate and Fees [Abstract]
Basis spread on variable rate		0.00%
Prepayments [Abstract]
Percentage of prepayment premium of principal amount			1.00%
Amortization and Final Maturity [Abstract]
Percentage of original principal amount for quarterly installment payment of debt amortization			1.00%
Euro Term Loan Due in 2020 [Member] | LIBOR [Member]
Interest Rate and Fees [Abstract]
Basis spread on variable rate			2.00%
Revolving Credit Facility [Member]
Debt Instrument, Senior Secured Credit Facilities [Abstract]
Letters of credit outstanding			$ 44.7
Outstanding borrowing			0.0
Unused availability			$ 955.3
Interest Rate and Fees [Abstract]
Basis spread on variable rate		0.00%
Revolving Credit Facility [Member] | LIBOR [Member]
Interest Rate and Fees [Abstract]
Basis spread on variable rate			2.00%
Revolving Credit Facility [Member] | Base Rate [Member]
Interest Rate and Fees [Abstract]
Basis spread on variable rate			1.00%
Revolving Credit Facility [Member] | Maximum [Member]
Interest Rate and Fees [Abstract]
Consolidated senior secured debt to consolidated EBITDA ratio			6.25
Revolving Credit Facility [Member] | Ingersoll Rand [Member]
Debt Instrument, Senior Secured Credit Facilities [Abstract]
Long-term debt							1,000.0
Letters of credit outstanding							$ 400.0

[1] The weighted-average interest rate was 4.47% for the period from January 1, 2020 through February 27, 2020.

[2] As of March 31, 2020, this amount is presented net of unamortized discounts of $2.3 million.  As of March 31, 2020, the applicable interest rate was 2.74% and the weighted-average interest rate was 3.33% for the period from February 28, 2020 through March 31, 2020.