exv10w1






Exhibit 10.1




EXECUTION COPY




EIGHTH AMENDMENT TO CREDIT AGREEMENT




     This Eighth Amendment to Credit Agreement (“Eighth Amendment”) is made as of this17th day of
October, 2011, by and among PMFG, Inc. (“Holdings”), the 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 and confirm certain related matters in connection with the Burgess-Manning Acquisition
(as defined in the Seventh Amendment), all 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 Eighth 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 are hereby added to Section 1 of the Credit Agreement:
	 
	 	 	 	“Burgess-Manning Acquisition” is defined in the Seventh Amendment.
	 
	 	2.	 	Section 8 of the Credit Agreement is hereby amended as follows:






	 	(a)	 	Clause (h) of Section 8.1 is hereby amended and restated in its
entirety as follows:






	 	 	 	“Debt owing by (i)(x) Peerless Europe Ltd. to Lloyds under its credit facility in
existence as of the Effective Date (as amended from time to time) or under any
successor credit facility with any other financial institution and (y)
Burgess-Manning Europe Ltd to Barclays under its credit facility in existence as of
the Effective Date, provided that the aggregate amount of all such debt under
subclauses (x) and (y) hereof shall not exceed $10,000,000 at any one time




 









 






	 	 	 	outstanding; (ii) Burgess—Manning Gmbh to various local third party lenders in an
aggregate amount not to exceed €8 million for an overdraft facility and other short
term financing and for financing to cover insurance guarantees for advance payments
and warranties, and any guaranties of any such credit facilities referred to in this
clause (ii) by Peerless Europe Ltd.; and (iii) Peerless Europe Ltd. to the sellers
under the Burgess-Manning Acquisition in an amount not to exceed €1 million for the
one year deferral of the purchase price payable in respect of such acquisition,
together with any guaranties of such deferred purchase price by the Company or
Peerless Europe, Ltd.;”






	 	(b)	 	The caption to Section 8.6 is amended and restated in its
entirety to read “Limitation on Capital Expenditures and other Matters” and
clause (d) of Section 8.6 is amended and restated in its entirety, as follows:






	 	 	 	“(d) The aggregate royalty payments and other expenditures related to the
Manufacturing License Agreement dated as of July 12, 2010 between the Company and
CEFCO Global Clean Energy, LLC (as amended from time to time, the “License
Agreement”) made by the Company after the Eighth Amendment Effective Date (whether
under the License Agreement or otherwise) shall not exceed $1,000,000 until the
Company has been awarded its first Manufacturing Order (as defined in the License
Agreement); and”






	 	(c)	 	Clause (g) of Section 8.7 is amended and restated in its entirety as follows:






	 	 	 	“(g) (i) net intercompany Investments made by Company to or in its Foreign
Subsidiaries for routine operating expenses in the ordinary course of business
provided that the aggregate amount of all such Investments shall not exceed
$10,000,000 at any time outstanding, (ii) intercompany Investments made on or after
the Eighth Amendment Effective Date by the Company or Peerless Europe Ltd. in an
aggregate amount not to exceed €4.5 million (plus the amount of any reasonable and
customary working capital true-up) to fund the consummation of the Burgess-Manning
Acquisition; (iii) other intercompany Investments made on or after the Effective
Date by any Credit Party (other than Peerless Propulsys) to Peerless Propulsys,
provided that (A) the aggregate amount of such Investments prior to the Eighth
Amendment Effective Date shall not exceed $1,860,000 and (B) the aggregate amount of
such Investments made on or after the Eighth Amendment Effective Date shall not
exceed $1,000,000; and (iv) intercompany Investments by Peerless Propulsys to
Peerless Zhenjiang with proceeds of any Intercompany Investments received by
Peerless Propulsys in accordance with clause (iii) above; and provided, further,
that in the case of each such Investment otherwise permitted under this clause (g),
no Default or Event of Default shall have occurred and be continuing at the time
such Investment is made;”






	 	(d)	 	Section 8.13 is amended to add, at the end of said section
(before the period), the words “or (iv) with respect to the License Agreement,
does not increase the aggregate royalty or similar payments or materially




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	 	 	 	increase any of the other obligations of the Company or any of its
Subsidiaries thereunder.”





     3. Under Section 3 of the Seventh Amendment, the Lenders consented to the Burgess-Manning
Acquisition on specified terms and conditions, which terms and conditions include the requirements
that “the Agent and the Lenders have received all documents and information as requested by Agent
or any Lender in connection with the Burgess-Manning Acquisition and the Burgess-Manning
Acquisition is otherwise on terms and conditions satisfactory to the Lenders.” The Agent and the
Lenders hereby confirm that these additional terms and conditions have been satisfied.



     4. This Eighth Amendment shall become effective (according to the terms hereof) on the date
(the “Eighth 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 Eighth 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 Eighth Amendment Effective Date in accordance
with the Loan Documents.





     5. Borrowers hereby certify to the Agent and the Lenders as of the Eighth Amendment Effective
Date and after giving effect to this Amendment, that (a) execution and delivery of this Eighth
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
Eighth 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 Eighth Amendment Effective Date (except to the extent such
representations specifically relate to an earlier date), and (c) on and as of the Eighth Amendment
Effective Date, after giving effect to this Eighth Amendment, no Default or Event of Default shall
have occurred and be continuing.



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     6. Except as specifically set forth above, this Eighth 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. Except
as specifically set forth above, this Eighth Amendment shall not 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 or affect in any manner whatsoever any
rights or remedies of the Lenders with respect to any 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).



     7. Borrowers hereby acknowledge and agree that this Eighth 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
Eighth Amendment shall have the meanings set forth in the Credit Agreement.



     9. This Eighth 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 Eighth 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:

Name:
	 	/s/ Kelly Cowherd
 

Kelly Cowherd
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature page to Eighth Amendment

(1126769)




 









 





	 	 	 	 	 	 	 

	 	 	PMFG, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ron McCrummen
 

Ron McCrummen
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	PEERLESS MFG. CO.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ron McCrummen
 

Ron McCrummen
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	PMC ACQUISITION, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ron McCrummen
 

Ron McCrummen
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	NITRAM ENERGY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ron McCrummen
 

Ron McCrummen
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BOS-HATTEN, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ron McCrummen
 

Ron McCrummen
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BURGESS — MANNING, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ron McCrummen
 

Ron McCrummen
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature page to Eighth Amendment

(1126769)




 









 








	 	 	 	 	 	 	 

	 	 	BURMAN MANAGEMENT, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ron McCrummen
 

Ron McCrummen
	 	 
	 

	 	Title:
	 	Vice President	 	 








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LENDERS:




	 	 	 	 	 	 	 

	 	 	COMERICA BANK, as a Lender, Issuing Lender 


and Swing Line Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Kelly Cowherd
 

Kelly Cowherd
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature page to Eighth Amendment

(1126769)




 









 





	 	 	 	 	 	 	 

	 	 	MB FINANCIAL BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Evelyn Guzman
 

Evelyn Guzman
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






Signature page to Eighth Amendment

(1126769)




 









 





	 	 	 	 	 	 	 

	 	 	CITIBANK N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Deborah Purvin
 

Deborah Purvin
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






Signature page to Eighth Amendment

(1126769)




 









 





SCHEDULE 1




Peerless Mfg. Co.

PMC Acquisition, Inc.

Nitram Energy, Inc.

Bos-Hatten, Inc.

Burgess — Manning, Inc.

Burman Management, Inc.