DATED AS OF MAY 17, 2007 AMONG NORTH AMERICAN GALVANIZING & COATINGS, INC., AS BORROWER, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, SWING LINE LENDER AND L/C ISSUER, ANDCredit Agreement • July 30th, 2007 • North American Galvanizing & Coatings Inc • Coating, engraving & allied services • Oklahoma
WITNESSETH:Stock Option Agreement • March 18th, 2005 • North American Galvanizing & Coatings Inc • Coating, engraving & allied services • Delaware
AGREEMENTCredit Agreement • April 14th, 2005 • North American Galvanizing & Coatings Inc • Coating, engraving & allied services • Oklahoma
SCHEDULE A TO STOCK OPTION AGREEMENT BETWEEN NORTH AMERICAN GALVANIZING & COATINGS, INC. AND l. Number of shares of stock subject to Option: shares of common stock. 2. This Option (Check One) ( ) Is ( ) Is Not an Incentive Stock Option. 3. Option...Stock Option Agreement • March 18th, 2005 • North American Galvanizing & Coatings Inc • Coating, engraving & allied services
EXHIBIT 4.4 FORM OF STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORSStock Option Agreement • November 1st, 1996 • Kinark Corp • Coating, engraving & allied services • Delaware
REVOLVING CREDIT AND TERM LOAN AGREEMENT This Revolving Credit and Term Loan Agreement is dated as of April 30, 1997, between KINARK CORPORATION, a Delaware corporation ("Borrower"), and BANK OF OKLAHOMA, NATIONAL ASSOCIATION, a national banking...Revolving Credit and Term Loan Agreement • August 14th, 1997 • Kinark Corp • Coating, engraving & allied services • Oklahoma
CONFORMED COPY -------------- STOCK PURCHASE AGREEMENT by and between KINARK CORPORATIONStock Purchase Agreement • July 13th, 2000 • Kinark Corp • Coating, engraving & allied services • Illinois
EXHIBIT 4.3 FORM OF STOCK OPTION AGREEMENT KINARK CORPORATION STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Agreement") is entered into as of the day of , 199__, by and between Kinark Corporation, a Delaware corporation (the "Company"),...Stock Option Agreement • November 1st, 1996 • Kinark Corp • Coating, engraving & allied services • Delaware
AGREEMENTCredit Agreement • November 7th, 2003 • North American Galvanizing & Coatings Inc • Coating, engraving & allied services • Oklahoma
ANDAsset Purchase Agreement • March 2nd, 2005 • North American Galvanizing & Coatings Inc • Coating, engraving & allied services • Ohio
EXHIBIT 10.6 ------------ TRUST UNDER THE NORTH AMERICAN GALVANIZING & COATINGS, INC. DIRECTOR STOCK UNIT PROGRAM TRUST UNDER THE NORTH AMERICAN GALVANIZING & COATINGS, INC. DIRECTOR STOCK UNIT PROGRAM THIS AGREEMENT is made this 25th day of July,...Trust Agreement • October 28th, 2005 • North American Galvanizing & Coatings Inc • Coating, engraving & allied services • Oklahoma
AGREEMENT AND PLAN OF MERGER by and among AZZ INCORPORATED BIG KETTLE MERGER SUB, INC. and NORTH AMERICAN GALVANIZING & COATINGS, INC.Merger Agreement • April 5th, 2010 • North American Galvanizing & Coatings Inc • Coating, engraving & allied services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 31, 2010 (this “Agreement”), by and among AZZ INCORPORATED., a Texas corporation (“Parent”), BIG KETTLE MERGER SUB, INC., a Delaware corporation and a wholly-owned indirect Subsidiary of Parent (“Purchaser”), and NORTH AMERICAN GALVANIZING & COATINGS, INC., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.3 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
EXHIBIT 10.1.2 -------------- AMENDMENT TWO TO AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT TWO TO AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is made and entered into as of this 2/FRDAY of January, 2003 (the "Effective Date"), among...Credit Agreement • April 14th, 2005 • North American Galvanizing & Coatings Inc • Coating, engraving & allied services • Oklahoma
EXHIBIT 2.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement"), is made and entered into as of the 3rd day of August, 1994, by and among Kinark Corporation, a Delaware corporation ("Kinark") and The C.L. Simpson Inter Vivos...Stock Purchase Agreement • February 20th, 1996 • Kinark Corp • Coating, engraving & allied services • Delaware
CREDIT AGREEMENT dated as of July 17, 2009 among NORTH AMERICAN GALVANIZING & COATINGS, INC. NORTH AMERICAN GALVANIZING COMPANY as Borrowers THE SUBSIDIARIES OF THE BORROWERS as Guarantors THE FINANCIAL INSTITUTIONS PARTY HERETO as Lenders and WELLS...Credit Agreement • August 27th, 2009 • North American Galvanizing & Coatings Inc • Coating, engraving & allied services • Oklahoma
This Credit Agreement is entered into as of July 17, 2009, among North American Galvanizing & Coatings, Inc., a Delaware corporation (the “Parent”), and North American Galvanizing Company, a Delaware corporation (together with the Parent, the “Borrowers”; each individually, a “Borrower”), the Guarantors (as hereinafter defined), the several financial institutions from time to time party to this Agreement (collectively, the “Lenders”; each individually, a “Lender”), and Wells Fargo Bank, National Association, as Swing Line Lender, L/C Issuer, and Agent for the Lenders.
NORTH AMERICAN GALVANIZING AND COATINGS, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • April 21st, 2008 • North American Galvanizing & Coatings Inc • Coating, engraving & allied services • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), dated as of ________, ___ (the “Date of Grant”), is made by and between North American Galvanizing and Coatings, Inc., a Delaware corporation (the “Company”), and _____________________ (the “Participant”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 30th, 2010 • North American Galvanizing & Coatings Inc • Coating, engraving & allied services • Delaware
THIS AGREEMENT, made and entered into this _____ day of ___________, by and between North American Galvanizing & Coatings, Inc., a Delaware corporation (the “Company”), and ____________(“Indemnitee”).
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 23rd, 2010 • North American Galvanizing & Coatings Inc • Coating, engraving & allied services
THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into on the 18th day of February, 2010, by and between North American Galvanizing & Coatings, Inc., a Delaware corporation (“Employer”), and Ronald J. Evans (“Employee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 23rd, 2010 • North American Galvanizing & Coatings Inc • Coating, engraving & allied services • Florida
This Executive Employment Agreement (“Agreement”) is entered into by and between North American Galvanizing & Coatings, Inc., a Delaware corporation (“Employer”), and Ronald J. Evans (“Employee”), to be effective on April 1, 2007 (the “Effective Date”).
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT ("Agreement") is made and entered into as of this 8th day of February, 1996, by and among OCEAN BIO-CHEM, INC., a Florida corporation (the "Parent"), KINBRIGHT, INC., an Alabama...Asset Purchase Agreement • March 13th, 1996 • Kinark Corp • Coating, engraving & allied services • Alabama
WITNESSETH:Executive Employment Agreement • May 15th, 2007 • North American Galvanizing & Coatings Inc • Coating, engraving & allied services • Florida
EXHIBIT 10.2 ------------ Lake River Terminals Site Mediation Metropolitan Water Reclamation District v. North American Galvanizing & Coatings, Inc. No. 03-C-0754 (U.S.D.C.N.D. IL) AGREEMENT IN PRINCIPLE The parties are the Metropolitan Water...Settlement Agreement • May 15th, 2007 • North American Galvanizing & Coatings Inc • Coating, engraving & allied services
North American Galvanizing & Coatings, Inc. May 7, 2010Merger Agreement • May 7th, 2010 • North American Galvanizing & Coatings Inc • Coating, engraving & allied services
We are pleased to inform you that on March 31, 2010, North American Galvanizing & Coatings, Inc. (“NGA” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AZZ incorporated, a Texas corporation (“AZZ” or “Parent”), and Big Kettle Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”).
