FWT, INC. FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 2nd, 1998 • FWT Inc • Radio & tv broadcasting & communications equipment • New York
ARTICLE II REGISTRATION RIGHTSRegistration Rights Agreement • January 15th, 1998 • FWT Inc • Texas
1 EXHIBIT 10.9 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "AGREEMENT") is made this 12th day of November, 1997, by and between FWT, Inc. (the "COMPANY"), and Carl R. Moore (the "EXECUTIVE"). PRELIMINARY STATEMENTS A. On and subject to the...Employment Agreement • January 15th, 1998 • FWT Inc • Texas
OFFICE LEASEOffice Lease • July 29th, 1998 • FWT Inc • Radio & tv broadcasting & communications equipment • Texas
1 EXHIBIT 10.7 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "AGREEMENT") is made this 12th day of November, 1997, by and between FWT, Inc. (the "COMPANY"), and Roy J. Moore (the "EXECUTIVE"). PRELIMINARY STATEMENTS A. On and subject to the...Employment Agreement • March 2nd, 1998 • FWT Inc • Radio & tv broadcasting & communications equipment • Texas
ARTICLE II. REPRESENTATIONS AND WARRANTIESShareholder Agreement • January 15th, 1998 • FWT Inc • Texas
FWT, INC.Credit Agreement • January 15th, 1998 • FWT Inc • New York
1 2 Company will pay to Baker Capital reasonable compensation no less favorable to the Company than could be obtained in a transaction involving an unrelated third party. Any retention of Baker Capital pursuant to this clause (b) will constitute a...Financial Advisory Agreement • March 2nd, 1998 • FWT Inc • Radio & tv broadcasting & communications equipment • New York
1 EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT Dated as of November 15, 1997Registration Rights Agreement • January 15th, 1998 • FWT Inc • New York
1 EXHIBIT 10.6 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is made this 14th day of November, 1997, by and between FWT, Inc. (the "Company"), and Douglas A. Standley (the "Executive"). PRELIMINARY STATEMENTS A. On and subject to...Employment Agreement • January 15th, 1998 • FWT Inc • Texas
1 EXHIBIT 10.29 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), effective as of July 1, 1998 (the "Effective Date"), is made and enter into by and between FWT, Inc., a Texas corporation ("Company"), and William R. Estill...Employment Agreement • December 21st, 1998 • FWT Inc • Radio & tv broadcasting & communications equipment • Texas
FWT, INC. $105,000,000 9 7/8% SENIOR SUBORDINATED NOTESPurchase Agreement • January 15th, 1998 • FWT Inc • New York
2 3 from time to time, being a "Subsidiary Pledge Agreement") granting to Collateral Agent a security interest in all of the shares of stock of Borrower's indirect Subsidiaries held by such Subsidiary (the "Subsidiary Stock Collateral"; the Borrower...Intercreditor and Collateral Agency Agreement • March 11th, 1998 • FWT Inc • Radio & tv broadcasting & communications equipment • New York
2 3 SECTION 2. SECURITY FOR OBLIGATIONS. This Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration,...Company Pledge Agreement • March 11th, 1998 • FWT Inc • Radio & tv broadcasting & communications equipment • New York
1 EXHIBIT 10.24 COMPANY PATENT COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT This COMPANY PATENT COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT (this "AGREEMENT") is dated as of November 12, 1997 and entered into by and between FWT, INC., a Texas...Patent Collateral Assignment and Security Agreement • March 11th, 1998 • FWT Inc • Radio & tv broadcasting & communications equipment • New York
3 4 for the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or...Company Security Agreement • March 11th, 1998 • FWT Inc • Radio & tv broadcasting & communications equipment • New York
1 EXHIBIT 10.5 LEASE AGREEMENT THE STATE OF TEXAS * * * COUNTY OF HARRIS * THIS AGREEMENT, hereinafter referred to as "Lease", made and entered into this 10th day of March, 1997, but effective as of February 18, 1997, by and between Delta Steel, Inc....Lease Agreement • January 15th, 1998 • FWT Inc
1 EXHIBIT 10.17 COLLATERAL ACCOUNT AGREEMENT This COLLATERAL ACCOUNT AGREEMENT (this "AGREEMENT") is dated as of November 12, 1997 and entered into by and between FWT, INC., a Texas corporation ("PLEDGOR"), and BT COMMERCIAL CORPORATION, as agent for...Collateral Account Agreement • March 11th, 1998 • FWT Inc • Radio & tv broadcasting & communications equipment • New York
1 EXHIBIT 10.4 TRANSPORTATION CONTRACT This Contract is made and entered into effective the 26th day of March, 1997, by and between Delta Steel, Inc., hereinafter called "Carrier", and, FWT, Inc., hereinafter called "Shipper". Carrier agrees to offer...Transportation Contract • March 2nd, 1998 • FWT Inc • Radio & tv broadcasting & communications equipment
1 EXHIBIT 10.18 BLOCKED ACCOUNT AGREEMENT This BLOCKED ACCOUNT AGREEMENT ("Agreement") is entered into as of November 12, 1997 and entered into by and between FWT, INC., a Texas corporation ("PLEDGOR"), and BT COMMERCIAL CORPORATION, as agent for and...Blocked Account Agreement • March 11th, 1998 • FWT Inc • Radio & tv broadcasting & communications equipment • New York
AGREEMENTVoluntary Retirement Agreement • March 2nd, 1998 • FWT Inc • Radio & tv broadcasting & communications equipment • Texas
STOCK APPRECIATION RIGHTS AGREEMENT THIS STOCK APPRECIATION RIGHTS AGREEMENT, effective the 14th day of November, 1997, is made by FWT, Inc. (the "Company") to Douglas A. Standley (the "Executive").Stock Appreciation Rights Agreement • March 2nd, 1998 • FWT Inc • Radio & tv broadcasting & communications equipment • Texas
EXHIBIT A STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • March 2nd, 1998 • FWT Inc • Radio & tv broadcasting & communications equipment • Texas
1 EXHIBIT 10.3 COOPERATIVE PRODUCTION AGREEMENT This agreement is effective as of the 10th day of March, 1997, by and between Delta Steel, Inc., a Texas Corporation herein referred to as "Delta" or "party", and FWT, Inc., a Texas corporation herein...Cooperative Production Agreement • March 2nd, 1998 • FWT Inc • Radio & tv broadcasting & communications equipment • Texas
1 EXHIBIT 10.27 MEMORANDUM OF UNDERSTANDING Whereas FWT, Inc. (hereinafter referred to as "FWT or "party"), and Delta Steel, Inc., (hereinafter referred to as "Delta" or "party") entered into an agreement, the Memorandum of Understanding dated June...Memorandum of Understanding • July 29th, 1998 • FWT Inc • Radio & tv broadcasting & communications equipment
LOCKBOX AGREEMENTLockbox Agreement • March 11th, 1998 • FWT Inc • Radio & tv broadcasting & communications equipment • Texas
EXHIBIT 10.1 STOCK PURCHASE AND REDEMPTION AGREEMENTStock Purchase and Redemption Agreement • January 15th, 1998 • FWT Inc • Texas
1 2 E. Pursuant to the Security Agreement, Grantor has assigned and granted to Secured Party a lien on and security interest in, among other assets, all of Grantor's equipment, inventory, accounts and general intangibles relating to the products and...Trademark Collateral Security Agreement • March 11th, 1998 • FWT Inc • Radio & tv broadcasting & communications equipment • New York
1 EXHIBIT 10.28 December 18, 1998 FWT, Inc. 701 Highlander Suite 200 Arlington, TX 76015 Attention: Douglas Standley Re: $25 Million Revolving Credit Facility dated as of November 12, 1997 among FWT, Inc., Lenders and BT Commercial Corporation...Credit Agreement • December 21st, 1998 • FWT Inc • Radio & tv broadcasting & communications equipment
1 EXHIBIT 10.19 NON-OFFSET AGREEMENT November 10, 1997 Mr. Russell Wallace Texas Galvanizing, Inc. 645 West Hurst Boulevard Hurst, Texas 76053 Re: Non- Offset Agreement Dear Mr. Wallace: FWT, INC. ("FWT") is entering into a Credit Agreement dated...Non-Offset Agreement • March 11th, 1998 • FWT Inc • Radio & tv broadcasting & communications equipment
1 EXHIBIT 10.2 GENERAL SUPPLY AGREEMENT This agreement is made as of September 1, 1997, between AT&T Wireless Services, Inc. ("AWS"), whose principal office is located in Kirkland, Washington, on behalf of its operating companies and affiliates, and...General Supply Agreement • January 15th, 1998 • FWT Inc • Washington
