Peerless Manufacturing Co Sample Contracts

May 8th, 2007 · Common Contracts · 88 similar
Peerless Manufacturing CoRights Agreement Dated as of May 4, 2007, By and Between Peerless Mfg. Co. and Mellon Investor Services LLC, as Rights Agent

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”).

February 13th, 2004 · Common Contracts · 11 similar
Peerless Manufacturing CoEXHIBIT 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...
March 26th, 2007 · Common Contracts · 6 similar
Peerless Manufacturing CoAMENDED AND RESTATED EMPLOYMENT AGREEMENT

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.

February 9th, 2005 · Common Contracts · 4 similar
Peerless Manufacturing CoPEERLESS MFG. CO. STOCK OPTION AGREEMENT

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”).

September 12th, 2007 · Common Contracts · 4 similar
Peerless Manufacturing CoPEERLESS MFG. CO. INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is made and entered into as of the day of 2006, by and between Peerless Mfg. Co., a Texas corporation (the "Corporation”), and (“Indemnitee”).

September 24th, 2004 · Common Contracts · 4 similar
Peerless Manufacturing CoEXHIBIT 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....
May 10th, 2007 · Common Contracts · 4 similar
Peerless Manufacturing CoEMPLOYMENT AGREEMENT

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”).

February 14th, 2000 · Common Contracts · 4 similar
Peerless Manufacturing CoEXHIBIT 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...
February 13th, 2004 · Common Contracts · 3 similar
Peerless Manufacturing CoAND
May 5th, 2008 · Common Contracts · 3 similar
Peerless Manufacturing CoPEERLESS MFG. CO. REVOLVING CREDIT AND TERM LOAN AGREEMENT DATED AS OF APRIL 30, 2008 COMERICA BANK AS ADMINISTRATIVE AGENT AND LEAD ARRANGER

This Revolving Credit and Term Loan Agreement (“Agreement”) is made as of the 30th day of April, 2008, by and among the financial institutions from time to time signatory hereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), Arranger, Syndication Agent and Documentation Agent, PMFG, Inc. (“Holdings”), Peerless Mfg. Co. (“Company”), PMC Acquisition, Inc. (“PMC Acquisition”, and following the execution and delivery by any other Subsidiary, and acceptance by the Agent, from time to time, of a Credit Agreement Joinder Agreement from such Subsidiary, collectively with the Company and each such Subsidiary, the “Borrowers” and each individually, a “Borrower”).

November 14th, 2003 · Common Contracts · 3 similar
Peerless Manufacturing CoAGREEMENT
May 14th, 2002 · Common Contracts · 3 similar
Peerless Manufacturing CoEXHIBIT 10(m) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into to be effective as of February 4, 2002 (the "Effective Date"), between PEERLESS MFG. CO. ("Employer"), and RICHARD L. TRAVIS, JR. ("Employee"). SECTION 1....
February 13th, 2004 · Common Contracts · 2 similar
Peerless Manufacturing CoEXHIBIT 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...
September 28th, 2000 · Common Contracts · 2 similar
Peerless Manufacturing CoEXHIBIT 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").
February 14th, 2001
Peerless Manufacturing Co1 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,...
November 4th, 2005
Peerless Manufacturing CoPEERLESS MFG. CO. RESTRICTED STOCK AGREEMENT

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”).

May 5th, 2008
Peerless Manufacturing CoPEERLESS MFG CO. SENIOR SUBORDINATED LOAN AGREEMENT DATED AS OF APRIL 30, 2008 PROSPECT CAPITAL CORPORATION

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

February 14th, 2001
Peerless Manufacturing CoR E C I T A L S
November 14th, 2002
Peerless Manufacturing CoAugust 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,...

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.

November 16th, 2007
Peerless Manufacturing CoPEERLESS MFG. CO. 2007 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT FOR EMPLOYEES

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”).

February 14th, 2001
Peerless Manufacturing Co1 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...
November 14th, 2001
Peerless Manufacturing CoEXHIBIT 10(k) AGREEMENT
August 30th, 2001
Peerless Manufacturing CoEXHIBIT 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...
April 9th, 2008
Peerless Manufacturing CoSTOCK 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, 2008

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”).

February 21st, 2007
Peerless Manufacturing CoAMENDMENT NO. 2 TO RIGHTS AGREEMENT

THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this “Amendment”), dated as of February 20, 2007, is by and between Peerless Mfg. Co., a Texas corporation (the “Company”), and Mellon Investor Services LLC, formerly ChaseMellon Shareholder Services, L.L.C. (the “Rights Agent”), at the direction of the Company.

September 22nd, 2006
Peerless Manufacturing CoFIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (herein called this “Amendment”) made as of September 30, 2006 by and between PEERLESS MFG. CO., a Texas corporation (“Borrower”), and COMERICA BANK, a Michigan banking corporation (“Bank”).

February 14th, 2001
Peerless Manufacturing CoEXHIBIT 10(j) As of December 1, 2000 Peerless Mfg. Co. 2819 Walnut Hill Lane Dallas, Texas 75229 Attn: Sherrill Stone, Chairman and Chief Executive Officer Re: Second Amended and Restated Credit Agreement dated as of December 12, 1998 between PEERLESS...
September 28th, 2001
Peerless Manufacturing CoLoan Agreement As of August 31, 2001 Between
August 15th, 2008
Peerless Manufacturing CoAMENDMENT NO. 1 TO RIGHTS AGREEMENT

WHEREAS, the Company entered into an Agreement and Plan of Merger, dated as of January 10, 2008 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among PMFG, Inc. (“Parent”), PMFG Merger Sub, Inc. (“Merger Sub”), and the Company;

July 6th, 2006
Peerless Manufacturing CoCONSULTING AGREEMENT

This Agreement (the “Agreement”) is made and entered into as of June 29, 2006 by and among Peerless Mfg. Co., a Texas corporation, its parents, subsidiaries and affiliates (collectively, “Peerless”), and Sherrill Stone, a resident of the State of Texas (“Stone”) (collectively the “Parties”).

February 14th, 2000
Peerless Manufacturing CoRECITALS:
May 15th, 1997
Peerless Manufacturing CoLOAN 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...
November 16th, 2007
Peerless Manufacturing CoPEERLESS MFG. CO. 2007 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT

THIS OPTION AWARD AGREEMENT (this “Agreement”), dated as of , is entered into between PEERLESS MFG. CO., a Texas corporation (the “Company”), and (“Optionee”). 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”).

February 14th, 2001
Peerless Manufacturing CoAMENDMENT D TO EIGHTH AMENDED AND RESTATED LOAN AGREEMENT
February 12th, 1999
Peerless Manufacturing CoEXHIBIT 10.G SECOND AMENDED AND RESTATED LOAN AGREEMENT This Second Amended and Restated Loan Agreement ("Agreement") dated as of December 12, 1998, by and between Chase Bank of Texas, National Association ("Bank") and the Borrower described below....