Exhibit 10.1





FIFTH AMENDMENT TO CREDIT AGREEMENT




This Fifth Amendment to Credit Agreement (“Fifth Amendment”) is made as of this 8th
day of February, 2011, by and among PMFG, Inc. (“Holdings”), Borrowers (as defined below), which
are listed on attached Schedule 1, the Lenders (as defined below) signatory hereto and Comerica
Bank, as Agent for the Lenders (in such capacity, the “Agent”).



RECITALS




A. Holdings, Peerless Mfg. Co. (the “Company”), PMC Acquisition, Inc. (“PMC Acquisition”),
and, following the execution and delivery by any other Subsidiary (as defined in the Credit
Agreement), and acceptance by the Agent, from time to time, of a Credit Agreement Joinder Agreement
from such Subsidiary, collectively with the Company, PMC Acquisition and each such Subsidiary, the
“Borrowers” and each individually, a “Borrower”) are party to that certain Revolving Credit and
Term Loan Agreement dated April 30, 2008, with the financial institutions from time to time
signatory thereto (individually a “Lender,” and any and all such financial institutions
collectively the “Lenders”) and Agent (as amended or otherwise modified from time to time, the
“Credit Agreement”).



B. Borrowers have requested that Agent and the Lenders make certain amendments to the Credit
Agreement as set forth herein and Agent and the Lenders are willing to do so, but only on the terms
and conditions set forth in this Fifth Amendment.



NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, Borrowers,
Agent and the Lenders agree as follows:



1. The following definitions in Section 1 of the Credit Agreement are hereby amended and
restated as follows:




“Change in Control” shall mean any of the following events or
circumstances: (a) any Person or “group” (within the meaning of
Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended) other than underwriters’ ownership of stock as an
underwriting allotment as part of a bona fide distribution to the
public or NSB Advisors, LLC shall either (i) acquire beneficial
ownership of more than 30% of any outstanding class of common stock
of Holdings having ordinary voting power in the election of
directors of Holdings or (ii) obtain the power (whether or not
exercised) to elect a majority of Holdings’ directors, or (b) any
“Change of Control”, as such term or similar concept is defined in
any Subordinated Debt Document.



2. The reference in Section 9.1(j) to “Change of Control” is hereby deleted and replaced with
“Change in Control”.


 


 









 





3. This Fifth Amendment shall become effective (according to the terms hereof) on the date
(the “Fifth Amendment Effective Date”) that the following conditions have been fully satisfied by
Borrowers (the “Conditions”):




	 	(a)	 	Agent shall have received via facsimile or electronic mail (followed by the
prompt delivery of original signatures) counterpart originals of this Fifth Amendment,
in each case duly executed and delivered by the Agent, Borrowers and the Lenders.







	 	(b)	 	Borrowers shall have paid to the Agent all fees and other amounts, if any, that
are due and owing to the Agent as of the Fifth Amendment Effective Date.






4. Upon the Fifth Amendment Effective Date, this Fifth Amendment shall be given retroactive
effect to December 15, 2010.



5. Borrowers hereby certify to the Agent and the Lenders as of the Fifth Amendment Effective
Date and after giving effect to this Amendment, that (a) execution and delivery of this Fifth
Amendment and the other Loan Documents required to be delivered hereunder, and the performance by
Borrowers of their obligations under the Credit Agreement as amended hereby (herein, as so amended,
the “Amended Credit Agreement”) are within the Borrowers’ powers, have been duly authorized, are
not in contravention of law or the terms of its articles of incorporation or bylaws or other
organizational documents of the parties thereto, as applicable, and except as have been previously
obtained do not require the consent or approval, material to the amendments contemplated in this
Fifth Amendment, of any governmental body, agency or authority, and the Amended Credit Agreement
and the other Loan Documents required to be delivered hereunder will constitute the valid and
binding obligations of such undersigned parties enforceable in accordance with its terms, except as
enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency,
moratorium, ERISA or similar laws affecting the enforcement of creditors’ rights generally and by
general principles of equity (whether enforcement is sought in a proceeding in equity or at law),
(b) the representations and warranties set forth in Section 6 of the Amended Credit Agreement are
true and correct on and as of the Fifth Amendment Effective Date (except to the extent such
representations specifically relate to an earlier date), and (c) on and as of the Fifth Amendment
Effective Date, after giving effect to this Fifth Amendment, no Default or Event of Default shall
have occurred and be continuing.



6. Except as specifically set forth above, this Fifth Amendment shall not be deemed to amend
or alter in any respect the terms and conditions of the Amended Credit Agreement (including without
limitation all conditions and requirements for Advances and any financial covenants), any of the
Notes issued thereunder or any of the other Loan Documents. Nor shall this Fifth Amendment
constitute a waiver or release by the Agent or the Lenders of any right, remedy, Default or Event
of Default under or a consent to any transaction not meeting the terms and conditions of the
Amended Credit Agreement, any of the Notes issued thereunder or any of the other Loan Documents.
Furthermore, this Fifth Amendment shall not affect in any manner whatsoever any rights or remedies
of the Lenders with respect to any other non-compliance by Borrowers or any Guarantor with the
Amended Credit Agreement or the other Loan Documents, whether in the nature of a Default or Event
of Default, and whether now in existence or subsequently arising, and shall not apply to any other
transaction. Borrowers hereby confirm
that each of the Collateral Documents continues in full force and effect and secures, among
other things, all of its obligations, liabilities and indebtedness owing to the Agent and the
Lenders under the Credit Agreement and the other Loan Documents (where applicable, as amended
herein).


 


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7. Borrowers hereby acknowledge and agree that this Fifth Amendment and the amendments
contained herein do not constitute any course of dealing or other basis for altering any obligation
of Borrowers, any other Credit Party, any Guarantor or any other party or any rights, privilege or
remedy of the Lenders under the Credit Agreement, any other Loan Document, any other agreement or
document, or any contract or instrument.



8. Except as specifically defined to the contrary herein, capitalized terms used in this Fifth
Amendment shall have the meanings set forth in the Credit Agreement.



9. This Fifth Amendment may be executed in counterpart in accordance with Section 13.9 of the
Credit Agreement and shall be considered a “Loan Document” within the meaning of the Credit
Agreement.



10. This Fifth Amendment shall be construed in accordance with and governed by the laws of the
State of Texas.


 


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WITNESS the due execution hereof as of the day and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	COMERICA BANK, as Agent	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Kelly Cowherd	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Kelly Cowherd	 	 
	 

	 	 	 	Title:
	 	AVP

	 	 
	 

	 	 	 	 	 	 

	 	 






Signature page to Fifth Amendment




 


 









 







	 	 	 	 	 	 	 	 	 
	 	 	PMFG, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Henry Schopfer	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Henry Schopfer	 	 
	 

	 	 	 	Title:	 	Chief Financial Officer

	 	 
	 

	 	 	 	 	 	 

	 	 
	 	 	PEERLESS MFG. CO.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Henry Schopfer	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Henry Schopfer	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer

	 	 
	 

	 	 	 	 	 	 

	 	 
	 	 	PMC ACQUISITION, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Henry Schopfer	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Henry Schopfer	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer

	 	 
	 

	 	 	 	 	 	 

	 	 
	 	 	NITRAM ENERGY, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Henry Schopfer	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Henry Schopfer	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer

	 	 
	 

	 	 	 	 	 	 

	 	 
	 	 	BOS-HATTEN, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Henry Schopfer	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Henry Schopfer	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer

	 	 
	 

	 	 	 	 	 	 

	 	 
	 	 	BURGESS — MANNING, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Henry Schopfer	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Henry Schopfer	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	Title:	 	Chief Financial Officer	 	 
	 

	 	 	 	 	 	 

	 	 






Signature page to Fifth Amendment




 


 









 







	 	 	 	 	 	 	 	 	 
	 	 	BURMAN MANAGEMENT, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Henry Schopfer	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Henry Schopfer	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer

	 	 
	 

	 	 	 	 	 	 

	 	 






Signature page to Fifth Amendment



 


 









 







LENDERS:




	 	 	 	 	 	 	 	 	 
	 	 	COMERICA BANK, as a Lender, Issuing Lender and 
Swing Line Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Kelly Cowherd	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Kelly Cowherd	 	 
	 

	 	 	 	Title:
	 	AVP

	 	 
	 

	 	 	 	 	 	 

	 	 






Signature page to Fifth Amendment



 


 









 







	 	 	 	 	 	 	 	 	 
	 	 	MB FINANCIAL BANK, N.A.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Evelyn Guzman	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Evelyn Guzman	 	 
	 

	 	 	 	Title:
	 	Vice President

	 	 
	 

	 	 	 	 	 	 

	 	 






Signature page to Fifth Amendment



 


 









 







	 	 	 	 	 	 	 	 	 
	 	 	CITIBANK N.A.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Deb Purvin	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Deb Purvin	 	 
	 

	 	 	 	Title:
	 	Vice President

	 	 
	 

	 	 	 	 	 	 

	 	 






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SCHEDULE 1




Peerless Mfg. Co.

PMC Acquisition, Inc.

Nitram Energy, Inc.

Bos-Hatten, Inc.

Burgess — Manning, Inc.

Burman Management, Inc.