CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 8th, 2009 • PMFG, Inc. • General industrial machinery & equipment, nec • Texas
This Consent and First Amendment to Credit Agreement (“First Amendment”) is made as of this 4th day of September, 2009 by and among Borrowers (as defined below), which are listed on attached Schedule 1, the Lenders (as defined below) signatory hereto and Comerica Bank, as Agent for the Lenders (in such capacity, the “Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 8th, 2009 • PMFG, Inc. • General industrial machinery & equipment, nec • New York
THIS SECURITIES PURCHASE AGREEMENT is entered into as of September 4, 2009, by and between PMFG, Inc. (the “Company”), a corporation organized under the laws of the State of Delaware, with its principal offices at 14651 North Dallas Parkway, Suite 500, Dallas, Texas 75254, and the purchasers whose names and addresses are set forth on the signature pages hereof (individually referred to as a “Purchaser” and, collectively, the “Purchasers”).
FORM OF COMMON STOCK PURCHASE WARRANT To Purchase [ ] Shares of Common Stock of PMFG, INC.PMFG, Inc. • September 8th, 2009 • General industrial machinery & equipment, nec
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [ ] (the “Warrant Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date occurring six months after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 P.M. New York City time on the fifth anniversary of the date hereof (the “Termination Date”) but not thereafter, to subscribe for and purchase from PMFG, Inc., a Delaware corporation (the “Company”), up to [ ] shares (the “Warrant Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be equal to $10.56, the Closing Price on the Trading Day immediately preceding the entering into the Securities Purchase Agreement (as defined in Section 1), such Exercise Price subject to adjustment hereunder.
