Standard Contracts
BETWEENStock Purchase Agreement • October 17th, 1997 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • New York
Exhibit 10(b) PLEDGE AGREEMENT PLEDGE AGREEMENT (as amended, supplemented, amended and restated, restructured or otherwise modified from time to time, the "Agreement"), dated as of June 28, 2001, made by UNITED INDUSTRIAL CORPORATION ("UIC"), a...Pledge Agreement • August 14th, 2001 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • New York
LOAN TO UNITED INDUSTRIAL CORPORATION AND AAI CORPORATIONLoan and Security Agreement • August 14th, 2001 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • New York
BETWEENAsset Purchase Agreement • September 7th, 2000 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • Maryland
EXHIBIT 99.2 AMENDMENT TO MASTER AGREEMENT Dated as of July 26, 2002 Reference is made to that certain Master Agreement dated as of March 27, 2002 (the "Agreement") between AAI Corporation ("AAI") and ALSTOM Transportation Inc. ("ALSTOM"). Terms used...Master Agreement • August 12th, 2002 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • New York
EXHIBIT 10(L) UNITED INDUSTRIAL CORPORATION EMPLOYMENT AGREEMENT R. W. WORTHING AGREEMENT made this 3rd day of March 2000, by and between UNITED INDUSTRIAL CORPORATION, a Delaware corporation having an address 570 Lexington Avenue, New York, New York...Employment Agreement • March 30th, 2000 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • New York
SECOND AMENDMENT TO REVOLVING NOTERevolving Note • April 2nd, 2001 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies
EXHIBIT 10(r) EMPLOYMENT AGREEMENT -------------------- AGREEMENT made this 29th day of February, 1996, by and between UNITED INDUSTRIAL CORPORATION, a Delaware corporation having an address at 18 East 48th Street, New York, New York 10017...Employment Agreement • March 28th, 1996 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • New York
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT AMENDMENT NO. 2 (this "Amendment") dated as of December 20, 2002 by and between United Industrial Corporation, a Delaware corporation, and Richard R. Erkeneff. W I T N E S S E T H : - - - - - - - - - - WHEREAS,...Employment Agreement • March 31st, 2003 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • New York
EMPLOYMENT AGREEMENT AGREEMENT made this 8th day of December, 1998, by and between UNITED INDUSTRIAL CORPORATION, a Delaware corporation having an address at 570 Lexington Avenue, New York, New York 10022 (hereinafter called "Employer"), and RICHARD...Employment Agreement • March 31st, 1999 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • New York
RECITALSCredit Agreement • March 27th, 1997 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • Maryland
W I T N E S S E T H : - - - - - - - - - -Employment Agreement • March 31st, 2003 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • New York
Fourth Amendment to the Credit Agreement EXHIBIT 10.1 FOURTH AMENDMENT TO LOAN AGREEMENT ---------------------------------- THIS FOURTH AMENDMENT TO LOAN AGREEMENT (this "AGREEMENT") is made and entered into as of the 31st day of March, 2003, by and...Credit Agreement • November 14th, 2003 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies
Exhibit 10(c) AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT AMENDMENT, dated as of June 1, 2001, by and between United Industrial Corporation, a Delaware corporation, and Richard R. Erkeneff. W I T N E S S E T H : - - - - - - - - - - WHEREAS, the parties...Employment Agreement • August 14th, 2001 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • New York
EXHIBIT 10.1 UNITED INDUSTRIAL CORPORATION EMPLOYMENT AGREEMENT FREDERICK M. STRADER EMPLOYMENT AGREEMENT made as of this 18th day of June, 2003 by and between UNITED INDUSTRIAL CORPORATION, a Delaware corporation having an address 570 Lexington...Employment Agreement • August 12th, 2003 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • Maryland
RECITALSCredit Agreement • March 27th, 1997 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • Maryland
AMENDMENT ---------Employment Agreement • November 14th, 1996 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • New York
January 11, 1999 Ms. Susan Fein Zawel 31 Harrows Lane Purchase, New York 10577 Dear Ms. Fein Zawel: Reference is made to the Employment Agreement (the "Agreement") dated January 8, 1996 between United Industrial Corporation and you. Terms defined in...Employment Agreement • March 31st, 1999 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies
AGREEMENTResignation Agreement • March 28th, 1996 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • New York
AGREEMENT AND PLAN OF MERGER by and among TEXTRON INC., MARCO ACQUISITION SUB INC. and UNITED INDUSTRIAL CORPORATION October 7, 2007Merger Agreement • October 9th, 2007 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of October 7, 2007 by and among Textron Inc., a Delaware corporation (“Parent”), Marco Acquisition Sub Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), and United Industrial Corporation, a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined in this Agreement have the meanings set forth in ARTICLE X.
REVOLVING CREDIT AGREEMENT dated as of July 18, 2005 among AAI CORPORATION as Borrower, UNITED INDUSTRIAL CORPORATION as Parent, THE LENDERS FROM TIME TO TIME PARTY HERETO, KEYBANK NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCATION, as...Revolving Credit Agreement • July 20th, 2005 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • New York
THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of July 18, 2005, by and among AAI CORPORATION, a Maryland corporation (the “Borrower”), UNITED INDUSTRIAL CORPORATION, a Delaware corporation (the “Parent”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).
SECOND AMENDMENT TO REVOLVING LINE OF CREDIT LOAN AGREEMENT, TERM LOAN AGREEMENT AND SECURITY AGREEMENTRevolving Line of Credit Loan Agreement, Term Loan Agreement and Security Agreement • April 2nd, 2001 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies
RECITALS --------Credit Agreement • May 15th, 1997 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • Maryland
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of May 31, 2007 amongRevolving Credit Agreement • June 4th, 2007 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • New York
THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of May 31, 2007, by and among AAI CORPORATION, a Maryland corporation (“AAI”), UNITED INDUSTRIAL CORPORATION, a Delaware corporation (“UIC”, and together with AAI, collectively, the “Borrowers”, and individually, a “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as Issuing Bank and as Swingline Lender.
THIRD AMENDMENT AND WAIVER AGREEMENT THIS THIRD AMENDMENT AND WAIVER AGREEMENT (this "Agreement") is made and entered into as of the 21st day of March, 2003, by and among FLEET CAPITAL CORPORATION ("Lender"), a Rhode Island corporation with an office...Third Amendment and Waiver Agreement • March 31st, 2003 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies
Exhibit 10.1 SUCCESS BONUS AGREEMENT This Success Bonus Agreement (the "Agreement") is entered into by and between Jim Perry (the "Employee") and United Industrial Corporation, a Delaware corporation having an address at 570 Lexington Avenue, New...Success Bonus Agreement • May 15th, 2002 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies
SECURITY AGREEMENTSecurity Agreement • July 20th, 2005 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • New York
THIS SECURITY AGREEMENT (this “Agreement”), dated as of July 18, 2005, among AAI CORPORATION, a Maryland corporation (the “Borrower”), UNITED INDUSTRIAL CORPORATION, a Delaware corporation (“UIC”), the Subsidiaries of the Borrower signatory hereto and each other subsidiary of the Borrower hereafter a party hereto (Borrower, UIC, each Subsidiary of the Borrower a party hereto and each other Subsidiary of the Borrower hereafter becoming a party hereto shall be collectively known as the “Grantors”, and individually as a “Grantor”), in favor of SUNTRUST BANK, a Georgia banking corporation, as the Administrative Agent (the “Administrative Agent”), on its behalf and on behalf of the other banks and lending institutions (the “Lenders”) from time to time party to the Revolving Credit Agreement, dated as of the date hereof, by and among the Borrower, UIC, the Administrative Agent, the Lenders, and SunTrust Bank, as Issuing Bank and as Swingline Lender (as amended, restated, supplemented, or oth
EXECUTION COPY SECOND AMENDMENT AND CONSENT AGREEMENT THIS SECOND AMENDMENT AND CONSENT AGREEMENT (this "Agreement") is made and entered into as of the 28th day of June, 2002, by and among FLEET CAPITAL CORPORATION ("Lender"), a Rhode Island...Second Amendment and Consent Agreement • August 12th, 2002 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies
SUBSIDIARY GUARANTY AGREEMENTSubsidiary Guaranty Agreement • July 20th, 2005 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • New York
THIS SUBSIDIARY GUARANTY AGREEMENT (the “Agreement”), dated as of July 18, 2005, by and among AAI CORPORATION, a Maryland corporation (the “Borrower”), each of the subsidiaries of the Borrower listed on Schedule I hereto (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) and SUNTRUST BANK, a Georgia banking corporation, as administrative agent (the “Administrative Agent”) for the benefit of itself and the several banks and other financial institutions (the “Lenders”) from time to time party to the Revolving Credit Agreement, dated as of the date hereof, by and among the Borrower, United Industrial Corporation, the several banks and other financial institutions from time to time party thereto(the “Lenders”), the Administrative Agent, and SunTrust Bank, as Issuing Bank and as Swingline Lender (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined herein
EAGLE EYE CORE TEAM TEAMING AGREEMENTTeaming Agreement • October 16th, 2007 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies
This Teaming Agreement, hereinafter referred to as "Agreement", is entered into by and between Bell Helicopter Textron Inc., a company organized and existing under the laws of Delaware having a place of business at 600 East Hurst, Hurst, Texas 76053 (hereinafter referred to as "Bell"), Lockheed Martin Corporation, a corporation organized and existing under the laws of the State of Maryland, USA, acting through its Lockheed Martin Aeronautics Company, having a place of business in Fort Worth, Texas, USA (hereinafter referred to as "LM Aero"), AAI Corporation, a corporation organized and existing under the laws of the State of Maryland, having a place of business at 124 Industry Lane Hunt Valley, MD 21030-0126 (hereinafter referred to as "AAI"), and Textron Systems Corporation, a corporation organized and existing under the laws of the State of Delaware, having a place of business at 201 Lowell Street, Wilmington, MA 01887 (hereinafter referred to as "Textron Systems"). Throughout this A
AMENDED AND RESTATED BORROWER PLEDGE AGREEMENTBorrower Pledge Agreement • June 4th, 2007 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • New York
THIS AMENDED AND RESTATED BORROWER PLEDGE AGREEMENT (this “Pledge Agreement”), dated as of May 31, 2007, among AAI CORPORATION, a Maryland corporation (“AAI”), UNITED INDUSTRIAL CORPORATION, a Delaware corporation (“UIC”, and together with AAI, collectively, the “Borrowers”, and individually, a “Borrower”), the Subsidiaries of the Borrowers signatory hereto and each other subsidiary of a Borrower hereafter a party hereto (each a “Subsidiary Pledgor” and collectively the “Subsidiaries Pledgors”; Borrower, each Subsidiary Pledgor and each other Subsidiary hereafter becoming a party hereto shall be collectively known as the “Pledgors”, and individually as “Pledgor”), in favor of SUNTRUST BANK, a Georgia banking corporation, as Administrative Agent (the “Administrative Agent”), on its behalf and on behalf of the other banks and lending institutions (the “Lenders”) from time to time party to the Amended and Restated Revolving Credit Agreement, dated as of the date hereof, by and among the B
AMENDMENT TO SUCCESS BONUS AGREEMENTSuccess Bonus Agreement • October 9th, 2007 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies
WHEREAS, the parties hereto are parties to that certain Success Bonus Agreement dated as of April 10, 2002 (the “Success Bonus Agreement”) and they desire to amend the Success Bonus Agreement as provided herein.
NINTH AMENDMENT AGREEMENTNinth Amendment Agreement • September 8th, 2004 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies
THIS NINTH AMENDMENT AGREEMENT (this “Agreement”) is made and entered into as of the 16th day of August, 2004, by and among FLEET CAPITAL CORPORATION (“Lender”), a Rhode Island corporation with an office at 200 Glastonbury Boulevard, Glastonbury, Connecticut 06033; and UNITED INDUSTRIAL CORPORATION, a Delaware corporation, and the following of its subsidiaries; AAI CORPORATION (“AAI”), a Maryland corporation, DETROIT STOKER COMPANY, a Michigan corporation; AAI ENGINEERING SUPPORT INC., a Maryland corporation, and AAI/ACL TECHNOLOGIES, INC., a Maryland corporation (each a “Borrower” and collectively the “Borrowers”). Capitalized terms used, but not defined, herein shall have the meanings given to such terms in the Credit Agreement (defined below).
UNITED INDUSTRIAL CORPORATION AMENDED AND RESTATED EMPLOYMENT AGREEMENT FREDERICK M. STRADEREmployment Agreement • October 9th, 2007 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • Maryland
EMPLOYMENT AGREEMENT (this “Agreement”) originally made and entered into as of August 16, 2006, by and between UNITED INDUSTRIAL CORPORATION, a Delaware corporation having an address at 124 Industry Lane, Hunt Valley, Maryland 21030 (hereinafter called “Employer”), and FREDERICK M. STRADER, having an address at 501 Whithorn Court, Timonium, MD 21093 (hereinafter called “Employee”) is hereby amended and restated effective as of the Effective Date (as defined below).
EIGHTH AMENDMENT AGREEMENTEighth Amendment Agreement • August 6th, 2004 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies
THIS EIGHTH AMENDMENT AGREEMENT (this “Agreement”) is made and entered into as of the 18th day of May, 2004, by and among FLEET CAPITAL CORPORATION (“Lender”), a Rhode Island corporation with an office at 200 Glastonbury Boulevard, Glastonbury, Connecticut 06033; and UNITED INDUSTRIAL CORPORATION, a Delaware corporation, and the following of its subsidiaries: AAI CORPORATION (“AAI”), a Maryland corporation, DETROIT STOKER COMPANY, a Michigan corporation; AAI ENGINEERING SUPPORT INC., a Maryland corporation, and AAI/ACL TECHNOLOGIES, INC., a Maryland corporation (each a “Borrower” and collectively the “Borrowers”). Capitalized terms used, but not defined, herein shall have the meanings given to such terms in the Credit Agreement (defined below).
