EXHIBIT 2 AMENDMENT TO RIGHTS AGREEMENT THIS AMENDMENT TO RIGHTS AGREEMENT (this "Amendment"), dated to be effective as of August 23, 2001, is between Peerless Mfg. Co., a Texas corporation (the "Company"), and Mellon Investor Services LLC, formerly...Rights Agreement • August 30th, 2001 • Peerless Manufacturing Co • General industrial machinery & equipment, nec
AGREEMENTAgreement • November 14th, 2003 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
AMENDMENT D TO EIGHTH AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • February 14th, 2001 • Peerless Manufacturing Co • General industrial machinery & equipment, nec
EXHIBIT 10(j) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into to be effective as of the 20th day of July 2001 (the "Effective Date"), between PEERLESS MFG. CO. ("Employer"), and ROY C. CUNY ("Employee"), and amends in...Employment Agreement • November 14th, 2001 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
AGREEMENTAgreement • November 14th, 2001 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
EXHIBIT 10(d) SECURITY AGREEMENT [COMERICA BANK LOGO] (All Assets) As of October 30, 2003, for value received, the undersigned ("Debtor") pledges, assigns and grants to Comerica Bank ("Bank"), whose address is P. O. Box 650282, Dallas, Texas...Security Agreement • February 13th, 2004 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
EXHIBIT 10(l) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made this 16th day of May, 2000, between PEERLESS MFG. CO. ("Employer"), and ROY C. CUNY ("Employee").Agreement • September 28th, 2000 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
EXHIBIT 10(f) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into to be effective as of October 10, 2003 (the "Effective Date"), between PEERLESS MFG. CO. ("Employer"), and DAVID TAYLOR ("Employee"). SECTION 1....Employment Agreement • February 13th, 2004 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
1 EXHIBIT 10(m) INTERCREDITOR AGREEMENT INTERCREDITOR AGREEMENT dated as of November 30, 2000, among BANK OF AMERICA, N.A., a national banking association as a lender (referred to herein in its capacity as a lender as "Bank of America"), and as...Intercreditor Agreement • February 14th, 2001 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
AMENDMENT C TO EIGHTH AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • February 14th, 2001 • Peerless Manufacturing Co • General industrial machinery & equipment, nec
EXHIBIT 10(m) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into to be effective as of July 16, 2003 (the "Effective Date"), between PEERLESS MFG. CO. ("Employer"), and WILLIAM T. STROHECKER ("Employee"). SECTION 1....Employment Agreement • November 14th, 2003 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
EXHIBIT 10(q) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into to be effective as of July 1, 2004 (the "Effective Date"), between PEERLESS MFG. CO. ("Employer"), and G. DARWYN CORNWELL ("Employee"). SECTION 1....Employment Agreement • September 24th, 2004 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
Loan Agreement As of August 31, 2001 BetweenSecurity Agreement • September 28th, 2001 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
1 EXHIBIT 10(n) SECURITY AGREEMENT This Security Agreement (the "SECURITY AGREEMENT") is entered into as of the 30th day of November, 2000, by PEERLESS MFG. CO., a Texas corporation having its principal place of business in 2819 Walnut Hill Lane,...Security Agreement • February 14th, 2001 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
Exhibit 2.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of this 25th day of January, 2000, by and among PMC Acquisition, Inc., a Texas corporation ("Purchaser"), and ABCO Industries, Inc., a...Asset Purchase Agreement • March 13th, 2000 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
R E C I T A L SNote Modification Agreement • February 14th, 2001 • Peerless Manufacturing Co • General industrial machinery & equipment, nec
1 EXHIBIT 1 RIGHTS AGREEMENTRights Agreement • May 22nd, 1997 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
ANDCredit Agreement • February 13th, 2004 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
LOAN AGREEMENT This Loan Agreement (the "Agreement") dated as of March 7, 1997, by and between TEXAS COMMERCE BANK NATIONAL ASSOCIATION a national banking association ("Bank") and the Borrower described below. In consideration of the Loan or Loans...Loan Agreement • May 15th, 1997 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
EXHIBIT 10(b) [COMERICA BANK LOGO] GUARANTY As of October 30, 2003, the undersigned, for value received, unconditionally and absolutely guarantee(s) to Comerica Bank ("Bank"), payment when due, whether by stated maturity, demand, acceleration or...Peerless Manufacturing Co • February 13th, 2004 • General industrial machinery & equipment, nec • Texas
EXHIBIT 10 (f) Bank of America, N.A. EIGHTH AMENDED AND RESTATED LOAN AGREEMENT This Loan Agreement ("Agreement") dated as of December 12, 1999, by and between Bank of America, N.A. (formerly known as NationsBank, N.A. and successor by merger of...Loan Agreement • February 14th, 2000 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
AMENDED AND RESTATED LOAN AGREEMENT This Amended and Restated Loan Agreement ( Agreement ) dated as of January 12, 1998, by and between Texas Commerce Bank National Association, which will change its name after January 20, 1998 to Chase Bank of Texas,...Loan Agreement • February 17th, 1998 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
Rights Agreement Dated as of May 4, 2007, By and Between Peerless Mfg. Co. and Mellon Investor Services LLC, as Rights AgentRights Agreement • May 8th, 2007 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
This Rights Agreement, dated as of May 4, 2007 (this “Agreement”), is made and entered into by and between Peerless Mfg. Co., a Texas corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).
EXHIBIT 10(j) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made this 23rd day of July, 1999, between PEERLESS MFG. CO. ("Employer"), and GILBERT DARWYN CORNWELL ("Employee").Employment Agreement • November 15th, 1999 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 26th, 2007 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into to be effective as of March 21, 2007, (the “Effective Date”), between PEERLESS MFG. CO. (“Employer”), and PETER J. BURLAGE (“Employee”). This Agreement amends and restates that certain Employment Agreement by and between the Employers and the Employee dated October 31, 2005. The Agreement supersedes and replaces that October 31, 2005 Employment Agreement.
R E C I T A L SSecond Note Modification Agreement • February 14th, 2001 • Peerless Manufacturing Co • General industrial machinery & equipment, nec
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2007 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into to be effective as of October 10, 2006 (the “Effective Date”), between PEERLESS MFG. CO. (“Employer”), and DAVID TAYLOR (“Employee”).
PEERLESS MFG. CO. STOCK OPTION AGREEMENTStock Option Agreement • February 9th, 2005 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
THIS AGREEMENT (this “Agreement”), effective as of ___, is made and entered into by and between Peerless Mfg. Co., a Texas corporation (the “Corporation”), and ___ (the “Participant”).
EXHIBIT 10(k) AGREEMENTK) Agreement • November 14th, 2001 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
NationsBank of Texas, N.A. FIFTH AMENDED AND RESTATED LOAN AGREEMENT This Loan Agreement ("Agreement") dated as of February 3, 1997, by and between NationsBank of Texas, N.A., a national banking association ("Bank") and the Borrower described below....Loan Agreement • May 15th, 1997 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
PEERLESS MFG. CO. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 4th, 2005 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of this ___day of ___(the “Effective Date”), by and between Peerless Mfg. Co. (the “Company”), a Texas corporation, and ___(“Grantee”).
PEERLESS MFG CO. SENIOR SUBORDINATED LOAN AGREEMENT DATED AS OF APRIL 30, 2008 PROSPECT CAPITAL CORPORATIONSenior Subordinated Loan Agreement • May 5th, 2008 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • New York
This SENIOR SUBORDINATED LOAN AGREEMENT dated as of April 30, 2008 (this “Agreement”), is executed by and among PMFG, Inc., a Delaware corporation whose chief executive office is located at 14651 North Dallas Parkway, Suite 500, Dallas, Texas 75254 (“Holdings”), PEERLESS MFG. CO., a Texas corporation, whose chief executive office is located at 14651 North Dallas Parkway, Suite 500, Dallas, Texas 75254, (the “Company”), PMC ACQUISITION, INC., a Texas corporation (“PMC Acquisition”), and the Company, PMC Acquisition and following the execution and delivery by any other Subsidiary, and acceptance by the Administrative Agent, from time to time, of a Loan Agreement Joinder Agreement from such Subsidiary, the Company together with such Subsidiaries, individually, a “Borrower” and collectively the “Borrowers”), PROSPECT CAPITAL CORPORATION, a Maryland corporation (as the “Initial Lender” and the “Administrative Agent”), whose address is 10 East 40th Street, 44th Floor, New York, New York 1001
August 12, 2002 Mr. Richard L. Travis, Jr. 7067 Inwood Road Dallas, Texas 75209 Re: Amendment to Employment Agreement Dear Mr. Travis: Reference is hereby made to the Employment Agreement (the "Agreement"), dated to be effective as of February 4,...Employment Agreement • November 14th, 2002 • Peerless Manufacturing Co • General industrial machinery & equipment, nec
Reference is hereby made to the Employment Agreement (the "Agreement"), dated to be effective as of February 4, 2002, between Peerless Mfg. Co. (the "Company") and Richard L. Travis, Jr. ("Executive") regarding Executive's employment with the Company. Capitalized terms used herein and not otherwise defined have the meanings given such terms in the Agreement.
PEERLESS MFG. CO. 2007 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT FOR EMPLOYEES2007 Stock Incentive Plan Restricted Stock Award Agreement for Employees • November 16th, 2007 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of ___, 20___is entered into between PEERLESS MFG. CO., a Texas corporation (the “Company”), and ___(“Grantee”). Capitalized terms used herein but not defined shall have the meanings assigned to those terms in the Peerless Mfg. Co. 2007 Stock Incentive Plan (the “Plan”).
STOCK PURCHASE AGREEMENT BY AND AMONG PEERLESS MFG. CO., NITRAM ENERGY, INC., WARNER G. MARTIN, SHIRLEY J. MARTIN, KEVIN P. MARTIN, SHERRY L. KING, VIRGINIA M. O’CONNOR, ANTHONY J. PALIWODA, AND ROBERT SHERMAN April 7, 2008Stock Purchase Agreement • April 9th, 2008 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • New York
This STOCK PURCHASE AGREEMENT (the “Agreement”) is made to be effective as of this 7th day of April, 2008, by and among PEERLESS MFG. CO., a Texas corporation (“Buyer”), NITRAM ENERGY, INC., a New York corporation (the “Company”), and WARNER G. MARTIN, SHIRLEY J. MARTIN, KEVIN P. MARTIN, SHERRY L. KING, VIRGINIA M. O’CONNOR, ANTHONY J. PALIWODA and ROBERT SHERMAN (collectively, the “Sellers”).
