FORBEARANCE AGREEMENT AND FOURTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • May 4th, 2010 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • Wisconsin
This Forbearance Agreement and Fourth Amendment to Loan Agreement, dated August 28, 2009, is among Johnson Bank (the “Bank”), Jefferson Electric, Inc. (“Borrower”), Thomas Klink (“Guarantor”) and Diane M. Klink (“Diane Klink,” and together with the Borrower and Guarantor, the “Borrower Parties”).
VOTING AGREEMENTVoting Agreement • May 4th, 2010 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers
THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of April 30, 2010, by and between PROVIDENT PIONEER PARTNERS, L.P., a Delaware limited partnership (the "Stockholder"), and THOMAS KLINK (“Klink”).
LOCK-UP AGREEMENTLock-Up Agreement • May 4th, 2010 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers
Reference is hereby made to the Agreement and Plan of Merger, dated as of April 30, 2010 (the “Merger Agreement”), by and among Pioneer Power Solutions, Inc., a Delaware corporation (the “Parent”), and JEI Acquisition Corp., a Delaware corporation (“Merger Sub”), Jefferson Electric, Inc., a Delaware corporation (the “Company”), and Thomas Klink, as the Company Stockholder, pursuant to which Merger Sub has been merged with and into the Company with the Company as the surviving corporation (the “Merger”). All of the terms used, but not otherwise defined, in this agreement shall have the same respective meanings as utilized in the Merger Agreement.
FIRST AMENDED AND RESTATED FORBEARANCE AGREEMENT AND FOURTH AMENDMENT TO LOAN AGREEMENTForbearance Agreement • May 4th, 2010 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • Wisconsin
This First Amended and Restated Forbearance Agreement and Fourth Amendment to Loan Agreement, dated December 8, 2009, is among Johnson Bank (the “Bank”), Jefferson Electric, Inc. (“Borrower”), Thomas Klink (“Guarantor”) and Diane M. Klink (“Diane Klink,” and together with the Borrower and Guarantor, the “Borrower Parties”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 4th, 2010 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • Wisconsin
THIS AMENDMENT, dated as of December 3, 2008, is to the Loan and Security Agreement dated January 2, 2008 between Johnson Bank (“Bank”), and Jefferson Electric, Inc. (“Borrower”), as amended by Amendment to Loan and Security Agreement dated January 29, 2008 and Second Amendment to Loan and Security Agreement dated May 2, 2008 (as amended, the “Loan Agreement”).
AGREEMENT AND PLAN OF MERGER among JEFFERSON ELECTRIC, INC. and THOMAS KLINK and PIONEER POWER SOLUTIONS, INC. and JEI ACQUISITION CORP. dated as of April 30, 2010Agreement and Plan of Merger • May 4th, 2010 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • Delaware
AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of April 30, 2010, by and among JEFFERSON ELECTRIC, INC., a Delaware corporation (the "Company"), PIONEER POWER SOLUTIONS, INC., a Delaware corporation ("Parent"), JEI ACQUISITION CORP., a Delaware corporation and a wholly-owned Subsidiary of Parent ("Merger Sub"), and THOMAS KLINK, an individual residing at 2323 Ridgewood Road, Grafton, WI 53024 (the “Company Stockholder”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED FORBEARANCE AGREEMENT AND FOURTH AMENDMENT TO LOAN AGREEMENTForbearance Agreement • May 4th, 2010 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers
THIS FIRST AMENDMENT TO FIRST AMENDED AND RESTATED FORBEARANCE AGREEMENT AND FOURTH AMENDMENT TO LOAN AGREEMENT, dated as of March 31, 2010, amends and supplements that certain First Amended and Restated Forbearance Agreement and Fourth Amendment to Loan Agreement dated as of December 8, 2009 (the "Forbearance Agreement") among Johnson Bank ("Lender"), Jefferson Electric, Inc. ("Borrower"), Thomas Klink ("Guarantor") and Diane M. Klink ("Diane Klink," and together with Borrower and Guarantor, the "Borrower Parties").
LOAN AND SECURITY AGREEMENT Dated January 2, 2008Loan and Security Agreement • May 4th, 2010 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers
Johnson Bank (the “Bank”), 333 E. Wisconsin Ave., Milwaukee, WI 53202, and Jefferson Electric, Inc. (the “Borrower”), whose principal place of business is located at 9650 S. Franklin Dr., Franklin, WI 53132, agree as follows:
ContractEmployment Agreement • May 4th, 2010 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers
EMPLOYMENT AGREEMENT, dated as of April 30, 2010, by and between JEFFERSON ELECTRIC, INC., a Delaware corporation with offices at 9650 South Franklin Drive, Franklin, WI 53132 (the "Company"), and THOMAS KLINK, an individual residing at 2323 Ridgewood Road, Grafton, WI 53024 (the "Executive").
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 4th, 2010 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers
THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT ("Amendment"), dated as of April 30, 2010, amends and supplements that certain Loan and Security Agreement dated as of January 2, 2008, as amended to date, between JEFFERSON ELECTRIC, INC., a Delaware corporation (formerly a Wisconsin corporation) ("Borrower"), and JOHNSON BANK ("Bank").
PURCHASE AGREEMENTPurchase Agreement • May 4th, 2010 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers
AGREEMENT, dated as of April 30, 2010, by and between THOMAS KLINK (the "Seller") and JE MEXICAN HOLDINGS, INC., a Delaware corporation (the “Purchaser”).
AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 4th, 2010 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • Wisconsin
THIS AMENDMENT, dated as of January 29, 2008, is to the Loan and Security Agreement dated January 2, 2008 (“Loan Agreement”) between Johnson Bank (“Bank”), and Jefferson Electric, Inc. (“Borrower”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • May 4th, 2010 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers
This Warrant Purchase Agreement (the “Agreement”) is made as of April 30, 2010 (the “Closing Date”) by and between PIONEER POWER SOLUTIONS, INC., a Delaware corporation with offices at One Parker Plaza, 400 Kelby Street, 9th Floor, Fort Lee, NJ 07024 (the “Company”), and THOMAS KLINK, an individual residing at 2323 Ridgewood Road, Grafton, WI 53024 (“Purchaser”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 4th, 2010 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • Wisconsin
THIS AMENDMENT, dated as of May 2, 2008, is to the Loan and Security Agreement dated January 2, 2008 between Johnson Bank (“Bank”), and Jefferson Electric, Inc. (“Borrower”), as amended by Amendment to Loan and Security Agreement dated January 29, 2008 (as amended, the “Loan Agreement”).
