exv10w2






EXHIBIT 10.2




WAIVER




     This Waiver (this “Waiver”) is entered into as of October 6, 2010 by and among
Robbins & Myers, Inc., an Ohio corporation (the “Borrower”), Robbins & Myers Finance
Europe B.V., a Netherlands corporation (the “Subsidiary Borrower”), the undersigned Lenders
and JPMorgan Chase Bank, N.A, as administrative agent (the “Administrative Agent”).



RECITALS




     A. The Borrower, the Subsidiary Borrower, the Administrative Agent and the Lenders are party to
that certain Fifth Amended and Restated Credit Agreement dated as of December 19, 2006 (the
“Credit Agreement”). Unless otherwise specified herein, capitalized terms used in this
Waiver shall have the meanings ascribed to them by the Credit Agreement.



     B. The Borrower desires to make an acquisition by merger of one hundred percent (100%) of the
Capital Stock of T-3 Energy Services Inc. on terms and conditions substantially similar to the
terms and conditions consistent with those disclosed in the Borrower’s presentation to the
Administrative Agent and the Lenders on March 19, 2010 and the materials distributed in connection
therewith (the “Acquisition”).



     C. The Borrower has requested that the Required Lenders waive any Event of Default that may occur
under Article VII paragraph (m) of the Credit Agreement arising solely as a result of the approval
of the Acquisition by either the Board of Directors of the Borrower or the shareholders of the
Borrower (the “Specified Event of Default”).



     D. The undersigned Lenders wish to waive the Specified Event of Default on the terms and conditions
set forth below.



     Now, therefore, in consideration of the mutual execution hereof and other good and valuable
consideration, the parties hereto agree as follows:



          1. Waiver. The undersigned Lenders hereby waive the Specified Event of
Default.




          2. Representations and Warranties of the Borrower and the Subsidiary Borrower. The Borrower
and Subsidiary Borrower jointly and severally represent and warrant to the Administrative Agent and
the Lenders:





     (a) The execution, delivery and performance by each of the Borrower and the Subsidiary Borrower of
this Waiver have been duly authorized by all requisite corporate and, if required, stockholder
action and that this Waiver is a legal, valid and binding obligation of each of the Borrower and
the Subsidiary Borrower enforceable against each of the Borrower and the Subsidiary Borrower in
accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization,
arrangement, moratorium, fraudulent conveyance, voidable preference or similar laws and the
application of equitable principles generally.



 









 






     (b) Each of the representations and warranties contained in the Credit Agreement and the other Loan
Documents is true and correct in all material respects on and as of the date hereof with the same
effect as though made on and as of the date hereof, except to the extent such representation or
warranty expressly relates to an earlier date, in which case such representation or warranty was
true and correct in all material respects on and as of such earlier date.




     (c) No Default or Event of Default has occurred and is continuing.



          3. Effective Date. This Waiver shall become effective on the date of satisfaction of the
following conditions:





          (a) the execution and delivery hereof by the Borrower, the Subsidiary Borrower, the Administrative
Agent and the Required Lenders (without respect to whether it has been executed and delivered by
all the Lenders);




          (b) the execution and delivery by the Guarantors of a Reaffirmation of Guarantee Agreement in the
form of Exhibit A hereto; and




          (c) the Administrative Agent shall have received all fees, charges and expenses payable to the
Administrative Agent as required by this Waiver and in connection with the documentation related
hereto, including, without limitation, a waiver fee (collectively, the “Waiver Fees”)
payable to each Lender that approves this Waiver in the amount of $10,000 per approving Lender,
which Waiver Fees shall have been paid to the Administrative Agent for the benefit of the
applicable Lenders promptly after notice has been given by the Administrative Agent to the Borrower
that Lenders comprising the Required Lenders have delivered to the Administrative Agent executed
signature pages for this Waiver (without regard to the effectiveness of this Waiver at such time).



          4. Reference to and Effect Upon the Credit Agreement.





          (a) Except as specifically waived above, the Credit Agreement and the other Loan Documents shall
remain in full force and effect and are hereby ratified and confirmed.




          (b) The execution, delivery and effectiveness of this Waiver shall not operate as a waiver of any
right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any
Loan Document, nor constitute a waiver of any provision of the Credit Agreement or any Loan
Document, nor constitute a waiver of any Default or Event of Default, except as specifically set
forth herein. Without limiting the foregoing, nothing herein shall waive the requirements of
Section 6.04(g) of the Credit Agreement with respect to the Acquisition.



          5. Costs and Expenses. The Borrower hereby affirms its obligations under Section
9.05 of the Credit Agreement to reimburse the Administrative Agent for all reasonable
out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation,
negotiation, execution and delivery of this Waiver, including but not limited to the reasonable
fees, charges and disbursements of attorneys for the Administrative Agent with respect thereto.




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          6. Governing Law. This Waiver shall be construed in accordance with and governed by
the laws of the State of New York, without regard to principles of conflicts of laws.




          7. Headings. Section headings in this Waiver are included herein for convenience of
reference only and shall not constitute a part of this Waiver for any other purposes.




          8. Counterparts. This Waiver may be executed in any number of counterparts, each of which
when so executed shall be deemed an original but all such counterparts shall constitute one and the
same instrument.




[signature page follows]





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          IN WITNESS WHEREOF, the parties have executed this Waiver as of the date and year first above
written.



	 	 	 	 	 
	 	ROBBINS & MYERS, INC.

 	 
	 	By  	/s/
Christopher M. Hix 	 
	 	 	Name:  	Christopher M. Hix 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 
	 	ROBBINS & MYERS FINANCE EUROPE, B.V.

 	 
	 	By  	/s/
Christopher M. Hix 	 
	 	 	Name:  	Christopher M. Hix 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page to Waiver








 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as a Lender

and as Administrative Agent

 	 
	 	By  	/s/ Dana J. Moran
 	 
	 	 	Name:  	Dana J. Moran 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Waiver









 









 








	 	 	 	 	 
	 	BMO CAPITAL MARKETS FINANCING, INC., as a Lender

 	 
	 	By  	/s/ Thad D. Rasche
 	 
	 	 	Name:  	Thad D. Rasche 	 
	 	 	Title:  	Director 	 
	 



Signature Page to Waiver





 













 





	 	 	 	 	 
	 	FIFTH THIRD BANK, as a Lender

 	 
	 	By  	/s/ Megan S. Szewe
 	 
	 	 	Name:  	Megan S. Szewe  	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Waiver




 









 








	 	 	 	 	 
	 	CITIZENS BANK OF PENNSYLVANIA, as a Lender

 	 
	 	By  	/s/ Philip R. Medsger
 	 
	 	 	Name:  	Philip R. Medsger 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature Page to Waiver








 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as a Lender

 	 
	 	By  	/s/ William M. Bulger, Jr.
 	 
	 	 	Name:  	William M. Bulger, Jr. 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Waiver








 









 








	 	 	 	 	 
	 	PNC BANK, as a Lender

 	 
	 	By  	/s/ Neal J. Hinker
 	 
	 	 	Name:  	Neal J. Hinker 	 
	 	 	Title:  	Sr. Vice President 	 
	 



Signature Page to Waiver





 











 





EXHIBIT A




REAFFIRMATION OF GUARANTEE AGREEMENT



          Each of the undersigned (i) acknowledges receipt of a copy of the Waiver dated as
of October ___, 2010 (the “Waiver”), among Robbins & Myers, Inc., Robbing & Myers Finance
Europe B.V., the Lenders party thereto and JPMorgan Chase Bank, N.A, as administrative agent, (ii)
consents to the Waiver and each of the transactions referenced therein and (iii) hereby reaffirms
its obligations under the Amended and Restated Guarantee Agreement dated as of May 15, 1998 in
favor of the Collateral Agent, for the benefit of the Lenders (as such terms are defined in the
Waiver).




Dated as of October __, 2010




	 	 	 	 	 
	 	PFAUDLER, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CHEMINEER, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EDLON INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GLASTEEL PARTS AND SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	E.C. MOTORS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	INDEX MANUFACTURING CO., INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MOYNO, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	R&M ENVIRONMENTAL STRATEGIES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ROBBINS & MYERS ENERGY SYSTEMS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TARBY OF DELAWARE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 
	 	ROBBINS & MYERS ENERGY SYSTEMS L.P.

 	 
	 	By:  	Robbins & Myers Energy Systems, Inc., as general partner
 	 
	 	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ROBBINS & MYERS HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ROMACO INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: