LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 6th, 2008 • Rhapsody Acquisition Corp. • Water, sewer, pipeline, comm & power line construction
This LOAN AND SECURITY AGREEMENT dated as of March 22, 2007 (the “Agreement”), is executed by and between Primoris Corporation, a Nevada corporation (the “Borrower”), which has its chief executive office located at 26000 Commercentre Drive, Lake Forest, California 92630, and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”), whose address is 135 South LaSalle Street, Chicago, Illinois 60603.
EMPLOYMENT AGREEMENT BETWEEN Primoris Corporation AND John P. Schauerman February 18, 2008Employment Agreement • August 6th, 2008 • Rhapsody Acquisition Corp. • Water, sewer, pipeline, comm & power line construction • California
THIS EMPLOYMENT AGREEMENT is made and entered into as of February 18, 2006, and effective as of the Closing Date (as hereinafter defined), by and among Primoris Corporation, a Nevada corporation (the “Employer”), and John P. Schauerman (the “Employee”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 6th, 2008 • Rhapsody Acquisition Corp. • Water, sewer, pipeline, comm & power line construction • Illinois
Reference is made to that certain Loan and Security Agreement dated as of March 22, 2007 (the “Loan and Security Agreement”) between the undersigned Primoris Corporation (the “Borrower”) and LaSalle Bank National Association (the “Bank”). All capitalized terms used herein without definition shall have the same meanings herein as those terms have in the Loan and Security Agreement. The Borrower and Bank hereby amend the Loan and Security Agreement as set forth below.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 6th, 2008 • Rhapsody Acquisition Corp. • Water, sewer, pipeline, comm & power line construction • Illinois
Reference is made to that certain Loan and Security Agreement dated as of March 22, 2007 (the “Loan and Security Agreement”) between the undersigned Primoris Corporation (the “Borrower”) and LaSalle Bank National Association (the “Bank”). All capitalized terms used herein without definition shall have the same meanings herein as those terms have in the Loan and Security Agreement. The Borrower and Bank hereby amend the Loan and Security Agreement as set forth below.
VOTING AGREEMENTVoting Agreement • August 6th, 2008 • Rhapsody Acquisition Corp. • Water, sewer, pipeline, comm & power line construction • Delaware
VOTING AGREEMENT, dated as of this July 31, 2008 (“Agreement”), among each of the persons listed under the caption “Target Group” on Exhibit A attached hereto (the “Target Group”), each of the persons listed under the caption “Founders Group” on Exhibit A attached hereto (the “Founders Group”) and Rhapsody Acquisition Corp., a Delaware corporation (“Delcorp”). Each of the Target Group and the Founders Group is sometimes referred to herein as a “Group.” For purposes of this Agreement, each person who is a member of either the Target Group or the Founders Group is referred to herein individually as a “Stockholder” and collectively as the “Stockholders.” Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement;
Liberty Bond Services Logo]General Agreement of Indemnity • August 6th, 2008 • Rhapsody Acquisition Corp. • Water, sewer, pipeline, comm & power line construction • New York
This General Agreement of Indemnity (hereinafter the “Agreement”) is made and entered into by the following individuals, partnerships, corporations, and/or other business entities, as applicable, Primoris Corporation; ARB, Inc.; ARB Structures. Inc; Onquest, Inc.; Cardinal Contractors, Inc. (individually and collectively hereinafter called the “Indemnitor(s)”) jointly and severally, in favor of Liberty Mutual Insurance Company, Employers Insurance Company of Wausau (formerly “EMPLOYERS INSURANCE OF WAUSAU A Mutual Company”), Peerless Insurance Company, and any other company that is part of or added to the Liberty Mutual Group, severally not jointly, and for which Liberty Bond Services underwrites surety business (individually and collectively hereinafter called the “Surety”) with respect to any surety bond, undertaking, recognizance, instrument of guarantee or other surety obligations (hereinafter called the “Bond(s)”) requested from and/or issued by the Surety before or after the date
