EXHIBIT 10.40 PEERLESS INDUSTRIAL GROUP, INC. NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT, made this 10th day of January, 1996, by and between Peerless Industrial Group, Inc., a Minnesota corporation (the "Company"), and Harry W. Spell (the...Nonqualified Stock Option Agreement • March 31st, 1997 • Peerless Industrial Group Inc • Non-operating establishments
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 3rd, 1996 • Discus Acquisition Corp • Retail-eating places • Minnesota
BY AND AMONGMerger Agreement • April 17th, 1997 • Peerless Industrial Group Inc • Non-operating establishments • Minnesota
EXHIBIT 10.1 DISCUS ACQUISITION CORPORATION STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 22nd, 1996 • Discus Acquisition Corp • Retail-eating places • Minnesota
iii) for the types of liability set forth in the Minnesota Business Corporation Act, as the same exists or may hereafter be amended; or (iv) for any transaction from which he or she received any improper personal benefit. (e) The Corporation shall not...Indemnification Agreement • April 17th, 1997 • Peerless Industrial Group Inc • Non-operating establishments • Minnesota
GRANT OF SECURITY INTEREST IN PATENTS, TRADEMARKS AND LICENSES THIS GRANT OF SECURITY INTEREST IN PATENTS, TRADEMARKS AND LICENSES (herein the "Agreement") made as of this 13 day of December, 1995, by Peerless Chain Company (herein "PCC") and Peerless...Grant of Security Interest • January 3rd, 1996 • Discus Acquisition Corp • Retail-eating places • Illinois
as Lender) AndFinancing Agreement • January 3rd, 1996 • Discus Acquisition Corp • Retail-eating places • Illinois
RECITALSTender and Stock Option Agreement • April 17th, 1997 • Peerless Industrial Group Inc • Non-operating establishments • Minnesota
December 13, 1995 STOCK PLEDGE AGREEMENT - PARENT Gentlemen: Reference is made to a certain Financing Agreement dated of even date herewith, as amended (herein called the "Financing Agreement") between you and Peerless Chain Company (herein "PCC") and...Stock Pledge Agreement • January 3rd, 1996 • Discus Acquisition Corp • Retail-eating places • Illinois
WITNESSETH:Subordination Agreement • January 3rd, 1996 • Discus Acquisition Corp • Retail-eating places • Illinois
Date December 13, 1995 To: THE CIT GROUP/BUSINESS CREDIT, INC. Address: 10 South LaSalle Street Chicago, IL 60603 GUARANTY OF BORROWER Gentlemen: Reference is made to that certain Financing Agreement dated of even date herewith, as amended (herein the...Guaranty of Borrower • January 3rd, 1996 • Discus Acquisition Corp • Retail-eating places • Illinois
This Guaranty is executed as an inducement to you to enter into or continue the financing arrangement under the Agreement and to make the loans, advances, extensions of credit or financial accommodations described therein, and is executed in consideration of your doing or having done any of the foregoing. Each of the Guarantors agrees that any of the foregoing shall be done or extended by you in your sole discretion, and shall be deemed to have been done or extended by you in consideration of and in reliance upon the execution of this Guaranty, but that nothing herein shall obligate you to do any of the foregoing.
2,500,000 December 13, 1995 FOR VALUE RECEIVED, the undersigned, Peerless Chain Company (the "Company"), a Minnesota corporation, hereby promises to pay to the order of Bridgewater Resources Corp. ("Seller"), a Texas corporation, at the address...Redemption Note • January 3rd, 1996 • Discus Acquisition Corp • Retail-eating places • Minnesota
Date December 13, 1995 To: THE CIT GROUP/BUSINESS CREDIT, INC. Address: 10 South LaSalle Street Chicago, IL 60603 GUARANTY OF PARENT Re: Peerless Chain Company (herein "PCC") and Peerless Chain of Iowa, Inc. (herein "PCII", PCC and PCII may be...Guaranty • January 3rd, 1996 • Discus Acquisition Corp • Retail-eating places • Illinois
December l3, 1995 STOCK PLEDGE AGREEMENT - PCC Gentlemen: Reference is made to a certain Financing Agreement dated of even date herewith as amended (herein called the "Financing Agreement") between you and Peerless Chain Company (herein "PCC") and...Stock Pledge Agreement • January 3rd, 1996 • Discus Acquisition Corp • Retail-eating places • Illinois
This pledge includes all right, title and interest in and to and a continuing lien upon and security interest in, all of said Securities together with any and all rights, coupons, warrants or rights to subscribe, options, dividends, liquidating dividends, splits, dividends paid in stock, dividends paid in Securities, new or reclassified Securities, or ariy other property which PCC is or may hereafter become entitled to receive on account of such Securities, any and all increments, substitutions, additions or replacements thereof, and any and all proceeds thereof (all collectively hereinafter referred to as the "Pledged Collateral").
STOCK PURCHASE NOTEStock Purchase Note • January 3rd, 1996 • Discus Acquisition Corp • Retail-eating places • Minnesota
