ASSET PURCHASE AGREEMENT by and between POWELL INDUSTRIES, INC., a Delaware corporation, as Buyer, and GENERAL ELECTRIC COMPANY, a New York corporation, as Seller Dated: August 7, 2006Asset Purchase Agreement • August 9th, 2006 • Powell Industries Inc • Switchgear & switchboard apparatus • New York
This Asset Purchase Agreement, dated as of August 7, 2006 (together with the schedules attached hereto, the “Agreement”) is by and among Powell Industries, Inc., a Delaware corporation (the “Buyer”) and General Electric Company, a New York corporation (the “Seller”).
POWELL SUPPLY AGREEMENTPowell Supply Agreement • August 9th, 2006 • Powell Industries Inc • Switchgear & switchboard apparatus • New York
This Powell Supply Agreement (the “Agreement”) is made and entered into this 7th day of August, 2006 (the “Effective Date”) by and between General Electric Company (“GE”), a New York corporation on behalf of and for the benefit of its GE Consumer & Industrial and GE Energy business components (GE Consumer & Industrial, together with its Affiliates, is referred to herein as “Buyer”), and Powell Industries, Inc., a Delaware corporation (hereinafter called “Seller,” together with Buyer referred to as the “Parties” and each individually as a “Party”). GE Energy is entering into this Agreement solely for the limited purposes of agreeing to be bound by the provisions of Section 2.14 and Articles 15, 21, 24, 25, 26, 27 and 29, and shall be deemed to be a Party or the Buyer for purposes of the obligations set forth in those sections or articles only and, further, shall be deemed a third party beneficiary with respect to all of Buyer’s rights and Seller’s obligations hereunder.
LEASE AGREEMENTLease Agreement • August 9th, 2006 • Powell Industries Inc • Switchgear & switchboard apparatus
THIS LEASE AGREEMENT (this “Lease”) is made this 19th day of April, 2006 (the “Effective Date”), between C&L Partnership, Ltd., a Texas Limited Partnership (“Landlord”), and Powell Industries, Inc., a Delaware Corporation (“Tenant”) upon the following terms and conditions:
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 9th, 2006 • Powell Industries Inc • Switchgear & switchboard apparatus
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of August 4, 2006, but shall be effective for all purposes as of the Effective Date (defined below) among Powell Industries, Inc., a Delaware corporation (“Parent”), Switchgear & Instrumentation Ltd., an entity organized under the laws of England and Wales (formerly known as Inhoco 3210 Limited, "Inhoco”), Switchgear & Instrumentation Properties Limited, an entity organized under the laws of England and Wales (“SI Properties” and together with Inhoco, “UK Borrower”), Bank of America, N.A., a national banking association, as Agent, Swing Line Lender and L/C Issuer under the Credit Agreement (in such capacity as administrative agent, together with its successors in such capacity, "Agent”), and each lender from time to time party to the Credit Agreement (collectively, “Lenders” and individually, a “Lender”). Capitalized terms used but not defined in this Amendment have the meaning given them in the Credit Agree
