1 EXHIBIT 10.5 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT This First Amendment to Purchase and Sale Agreement (the "AMENDMENT") is made and entered into by and among BABEL, MILLER & BLACKWELL PARTNERSHIP, a Texas general partnership, a/k/a Babel,...Purchase and Sale Agreement • August 28th, 1997 • Iteq Inc • Industrial & commercial fans & blowers & air purifing equip
FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • November 18th, 1999 • Iteq Inc • Industrial & commercial fans & blowers & air purifing equip
EXHIBIT 10.24 Amendment to Asset Purchase Agreement This First Amendment to the Asset Purchase Agreement (this "Amendment") is entered into on this 13th day of March, 2000, by and among HMT Inc., a Delaware corporation ("Buyer"), ITEQ, Inc., a...Asset Purchase Agreement • April 14th, 2000 • Iteq Inc • Industrial & commercial fans & blowers & air purifing equip • New York
L E A S ELease • August 28th, 1997 • Iteq Inc • Industrial & commercial fans & blowers & air purifing equip • Texas
COMMON STOCK UNDERWRITING AGREEMENT ITEQ, INC.Underwriting Agreement • May 1st, 1997 • Iteq Inc • Industrial & commercial fans & blowers & air purifing equip • New York
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF SELLERSStock Purchase Agreement • May 1st, 1997 • Iteq Inc • Industrial & commercial fans & blowers & air purifing equip • Texas
1- 2 (ii) all other Registrable Securities which the Company has been requested to register by such other holders of Warrants or Registrable Securities by written request given to the Company within 30 days after the giving of such written notice by...Registration Rights Agreement • December 5th, 1996 • Air Cure Technologies Inc /De • Industrial & commercial fans & blowers & air purifing equip • New York
LIMITED WAIVER AND EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • April 14th, 2000 • Iteq Inc • Industrial & commercial fans & blowers & air purifing equip
1 EXHIBIT 10.23 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 14th, 2000 • Iteq Inc • Industrial & commercial fans & blowers & air purifing equip • New York
ASSET PURCHASE AGREEMENT BY AND AMONG ITEQ, INC., AMEREX INDUSTRIES, INC. AND AI ACQUISITION CORP.Asset Purchase Agreement • March 7th, 2001 • Iteq Inc • Industrial & commercial fans & blowers & air purifing equip • Delaware
1- 2 Subordinated Notes or (iii) the Guaranty executed in favor of the Noteholders are herein called "Junior Liabilities". For the purposes of this Agreement, Senior Liabilities shall include all obligations of the Company under the Senior Credit...Subordination Agreement • December 5th, 1996 • Air Cure Technologies Inc /De • Industrial & commercial fans & blowers & air purifing equip • Illinois
WARRANTWarrant Agreement • December 5th, 1996 • Air Cure Technologies Inc /De • Industrial & commercial fans & blowers & air purifing equip • New York
1 EXHIBIT 10.2 FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT WHEREAS, ITEQ, Inc. and the Shareholders of Exell, Inc. entered into that certain Stock Purchase Agreement dated April 24, 1997 (the "Agreement"); WHEREAS, the parties desire to amend the...Stock Purchase Agreement • August 14th, 1997 • Iteq Inc • Industrial & commercial fans & blowers & air purifing equip
EXHIBIT 4.3 AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF NOVEMBER 18, 1996Credit Agreement • December 5th, 1996 • Air Cure Technologies Inc /De • Industrial & commercial fans & blowers & air purifing equip • Illinois
AGREEMENTEmployment Agreement • August 16th, 1999 • Iteq Inc • Industrial & commercial fans & blowers & air purifing equip • Texas
1 EXHIBIT 10.1 SEVERANCE AGREEMENT THIS SEVERANCE AGREEMENT, dated as of the 17th day of September, 1998, is by and between ITEQ, Inc., a Delaware corporation (the "Company"), and John Camardella ("Employee"). In consideration of the payments...Severance Agreement • November 16th, 1998 • Iteq Inc • Industrial & commercial fans & blowers & air purifing equip • Texas
EXHIBIT 1 RIGHTS AGREEMENT RIGHTS AGREEMENT (this "Agreement") dated as of September 4, 1998, between ITEQ, Inc., a Delaware corporation (the "Company"), Harris Trust and Savings Bank, an Illinois banking corporation, as Rights Agent (the "Rights...Rights Agreement • September 15th, 1998 • Iteq Inc • Industrial & commercial fans & blowers & air purifing equip • Texas
WARRANTWarrant Agreement • December 5th, 1996 • Air Cure Technologies Inc /De • Industrial & commercial fans & blowers & air purifing equip • New York
BY AND AMONGMerger Agreement • November 14th, 1996 • Air Cure Technologies Inc /De • Industrial & commercial fans & blowers & air purifing equip • Texas
GUARANTYGuaranty • December 5th, 1996 • Air Cure Technologies Inc /De • Industrial & commercial fans & blowers & air purifing equip • New York
WITNESSETHRights Agreement • November 20th, 1998 • Iteq Inc • Industrial & commercial fans & blowers & air purifing equip
1 EXHIBIT 4.2 REVOLVING CREDIT AGREEMENT Dated as of October 28, 1997Revolving Credit Agreement • November 14th, 1997 • Iteq Inc • Industrial & commercial fans & blowers & air purifing equip
A-1 2 This Note is one of a series of Senior Subordinated Notes (the "NOTES") issued pursuant to a Subordinated Note and Warrant Purchase Agreement, dated as of November 18, 1996 (as amended from time to time, the "AGREEMENT"), among the Company,...Senior Subordinated Note • December 5th, 1996 • Air Cure Technologies Inc /De • Industrial & commercial fans & blowers & air purifing equip • New York
1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is effective as of the 15th day of May, 1997 (the "Effective Date"), by and between ITEQ, Inc. a Delaware corporation (the "Corporation"), and John Camardella (the...Employment Agreement • August 14th, 1997 • Iteq Inc • Industrial & commercial fans & blowers & air purifing equip • Texas
LIMITED WAIVER TO REVOLVING CREDIT AGREEMENT This LIMITED WAIVER TO CREDIT AGREEMENT is made and entered into as of March 13, 2001 (this "WAIVER"), among (a) ITEQ, INC., a Delaware corporation (the "BORROWER"), (b) THE GUARANTORS signatories hereto as...Limited Waiver to Revolving Credit Agreement • April 13th, 2001 • Iteq Inc • Fabricated plate work (boiler shops)
OF ITEQ, INC.Merger Agreement • December 17th, 1997 • Iteq Inc • Industrial & commercial fans & blowers & air purifing equip • Delaware
LIMITED WAIVER TO REVOLVING CREDIT AGREEMENTLimited Waiver to Revolving Credit Agreement • March 7th, 2001 • Iteq Inc • Industrial & commercial fans & blowers & air purifing equip
1 ANNEX I TO AGREEMENT DATED JANUARY 29, 1999 BETWEEN ITEQ, INC. AND WILLIAM P. REID DEFINITION OF CERTAIN TERMSAnnex to Agreement • March 22nd, 1999 • Iteq Inc • Industrial & commercial fans & blowers & air purifing equip
EXHIBIT 4.17Limited Waiver • April 14th, 2000 • Iteq Inc • Industrial & commercial fans & blowers & air purifing equip
EXHIBIT 4.18 LIMITED WAIVER This LIMITED WAIVER is made and entered into as of December 10, 1999 (this "Waiver"), among (a) ITEQ, INC., a Delaware corporation (the "Borrower"), (b) THE GUARANTORS signatories hereto as guarantors, (c) BANKBOSTON, N.A.,...Limited Waiver • April 14th, 2000 • Iteq Inc • Industrial & commercial fans & blowers & air purifing equip
LIMITED WAIVER REGARDING DISPOSITION OF CERTAIN ASSETS AND CERTAIN FINANCIAL COVENANTSLimited Waiver • November 18th, 1999 • Iteq Inc • Industrial & commercial fans & blowers & air purifing equip
SIXTH AMENDMENT AND LIMITED WAIVER This SIXTH AMENDMENT AND LIMITED WAIVER (this "Amendment") is made and entered into as of September 3, 1999 by and among (a) ITEQ, INC., a Delaware corporation (the "Borrower"), (b) THE GUARANTORS, (c) BANKBOSTON,...Credit Agreement • November 15th, 1999 • Iteq Inc • Industrial & commercial fans & blowers & air purifing equip
As of November 18, 1996 TO EACH OF THE PURCHASERS LISTED IN THE ATTACHED SCHEDULE A: $15,000,000 SENIOR SUBORDINATED NOTES DUE 2003 COMMON STOCK PURCHASE WARRANTS EXPIRING 2003 Ladies and Gentlemen: The undersigned, Air-Cure Technologies, Inc., a...Senior Subordinated Notes Agreement • December 5th, 1996 • Air Cure Technologies Inc /De • Industrial & commercial fans & blowers & air purifing equip • New York
LIMITED WAIVERLimited Waiver • April 14th, 2000 • Iteq Inc • Industrial & commercial fans & blowers & air purifing equip
1 EXHIBIT 2.1 PLAN AND AGREEMENT OF MERGERPlan and Agreement of Merger • August 14th, 1997 • Iteq Inc • Industrial & commercial fans & blowers & air purifing equip • Texas
