Peerless Manufacturing Co Sample Contracts

AGREEMENT
Agreement • November 14th, 2003 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
AMENDMENT D TO EIGHTH AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • February 14th, 2001 • Peerless Manufacturing Co • General industrial machinery & equipment, nec
AMENDMENT C TO EIGHTH AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • February 14th, 2001 • Peerless Manufacturing Co • General industrial machinery & equipment, nec
Loan Agreement As of August 31, 2001 Between
Security Agreement • September 28th, 2001 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
R E C I T A L S
Note Modification Agreement • February 14th, 2001 • Peerless Manufacturing Co • General industrial machinery & equipment, nec
1 EXHIBIT 1 RIGHTS AGREEMENT
Rights Agreement • May 22nd, 1997 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
AND
Credit Agreement • February 13th, 2004 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
ARTICLE I
Peerless Manufacturing Co • February 14th, 2001 • General industrial machinery & equipment, nec • Texas
Rights Agreement Dated as of May 4, 2007, By and Between Peerless Mfg. Co. and Mellon Investor Services LLC, as Rights Agent
Rights Agreement • May 8th, 2007 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas

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”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 26th, 2007 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas

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.

R E C I T A L S
Second Note Modification Agreement • February 14th, 2001 • Peerless Manufacturing Co • General industrial machinery & equipment, nec
EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2007 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas

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”).

PEERLESS MFG. CO. STOCK OPTION AGREEMENT
Stock Option Agreement • February 9th, 2005 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas

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”).

EXHIBIT 10(k) AGREEMENT
K) Agreement • November 14th, 2001 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas
PEERLESS MFG. CO. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • November 4th, 2005 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas

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”).

PEERLESS MFG CO. SENIOR SUBORDINATED LOAN AGREEMENT DATED AS OF APRIL 30, 2008 PROSPECT CAPITAL CORPORATION
Senior Subordinated Loan Agreement • May 5th, 2008 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • New York

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

August 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,...
Employment Agreement • November 14th, 2002 • Peerless Manufacturing Co • General industrial machinery & equipment, nec

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.

PEERLESS MFG. CO. 2007 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT FOR EMPLOYEES
2007 Stock Incentive Plan Restricted Stock Award Agreement for Employees • November 16th, 2007 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • Texas

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”).

STOCK 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
Stock Purchase Agreement • April 9th, 2008 • Peerless Manufacturing Co • General industrial machinery & equipment, nec • New York

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”).