BETWEENLoan and Security Agreement • November 6th, 2006 • BNS Holding, Inc. • Real estate • New York
ANDStockholders Agreement • November 6th, 2006 • BNS Holding, Inc. • Real estate • Delaware
andRights Agreement • March 5th, 1998 • Brown & Sharpe Manufacturing Co /De/ • Metalworkg machinery & equipment • Delaware
Exhibit 99.1 SERVICES AGREEMENT ------------------ AGREEMENT, effective as of July 1, 2007, by and between SP Corporate Services, LLC ("SP"), a Delaware limited liability company, having an office at 590 Madison Avenue, 32nd Floor, New York, New York...Services Agreement • July 23rd, 2007 • BNS Holding, Inc. • Real estate • New York
Exhibit 99.1 CONFIDENTIAL SETTLEMENT AGREEMENT AND FULL AND FINAL RELEASE OF CLAIMS THIS CONFIDENTIAL SETTLEMENT AGREEMENT AND FULL AND FINAL RELEASE OF CLAIMS ("Agreement") is made and entered into on January 2, 2007 by and between Hays Insurance...Settlement Agreement • January 5th, 2007 • BNS Holding, Inc. • Real estate • Massachusetts
RECITALSIndemnification Agreement • November 15th, 1995 • Brown & Sharpe Manufacturing Co /De/ • Metalworkg machinery & equipment
RECITALSIndemnification Agreement • March 28th, 1997 • Brown & Sharpe Manufacturing Co /De/ • Metalworkg machinery & equipment
andMerger Agreement • November 6th, 2006 • BNS Holding, Inc. • Real estate • Missouri
Exhibit 99.1 Amendment No. 2 to the Rights Agreement of BNS Co. This Amendment No. 2, dated as of October 10, 2002, amends the Rights Agreement, dated as of February 13, 1998 (the "Rights Agreement"), between BNS Co., a Delaware corporation (formerly...Rights Agreement • October 15th, 2002 • BNS Co • Metalworkg machinery & equipment
Exhibit 10.3 LOAN AND SECURITY AGREEMENT DATED AS OF OCTOBER 31, 2006Loan and Security Agreement • November 6th, 2006 • BNS Holding, Inc. • Real estate • New York
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 1999 • Brown & Sharpe Manufacturing Co /De/ • Metalworkg machinery & equipment
WARRANTWarrant Agreement • November 6th, 2006 • BNS Holding, Inc. • Real estate • Delaware
Exhibit 10.8 PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT, dated as of October 30, 2006 (this "Agreement"), between BNS Holding, Inc., a Delaware corporation ("Pledgor"), and Steel Partners II, L.P., a Delaware limited partnership...Pledge and Security Agreement • November 6th, 2006 • BNS Holding, Inc. • Real estate • New York
by and amongSecurities Purchase Agreement • September 3rd, 2002 • BNS Co • Metalworkg machinery & equipment • Rhode Island
Exhibit 10.5 MANAGEMENT SERVICES AGREEMENT THIS MANAGEMENT SERVICES AGREEMENT (this "AGREEMENT") is dated as of October 31, 2006, between Collins Industries, Inc., a Missouri corporation (the "COMPANY") and BNS Holding, Inc., a Delaware corporation...Management Services Agreement • November 6th, 2006 • BNS Holding, Inc. • Real estate • New York
7,286,000 Shares Brown & Sharpe Manufacturing Company Class A Common Stock UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • October 9th, 1996 • Brown & Sharpe Manufacturing Co /De/ • Metalworkg machinery & equipment • New York
Exhibit 10.126 PURCHASE AND SALE AGREEMENT dated as of March 2, 2001Purchase and Sale Agreement • August 20th, 2001 • BNS Co • Metalworkg machinery & equipment • Rhode Island
RECITALSIndemnification Agreement • November 15th, 1995 • Brown & Sharpe Manufacturing Co /De/ • Metalworkg machinery & equipment
Exhibit 10.7 THE SHARES SUBSCRIBED FOR HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE RESOLD OR TRANSFERRED WITHOUT (1) REGISTRATION AND QUALIFICATION THEREUNDER OR AN...Subscription Agreement • November 6th, 2006 • BNS Holding, Inc. • Real estate • Delaware
EXHIBIT 10.35 AGREEMENT AND RELEASE BNS Co. 200 Frenchtown Road, Suite 2 North Kingstown, RI 02852 Att: Kenneth N. Kermes Chairman of the Board of Directors Dear Ken: In consideration of the payment to me of $1,600,000 plus salary at my current rate...Release Agreement • March 26th, 2003 • BNS Co • Real estate
RECITALSIndemnification Agreement • March 31st, 1998 • Brown & Sharpe Manufacturing Co /De/ • Metalworkg machinery & equipment • Delaware
Exhibit 10.32 OMNIBUS AGREEMENT AND CONSENT OF DIRECTORS OF XYGENT, INC. This Omnibus Agreement (the "Agreement") is made as of this 19th day of April, 2002 by and among Xygent Inc. (the "Company"), BNS Co. ("BNS"), Hexagon Holdings, Inc. ("Hexagon")...Omnibus Agreement • August 19th, 2002 • BNS Co • Metalworkg machinery & equipment • Rhode Island
XYGENT INC.Common Stock Purchase Agreement • August 19th, 2002 • BNS Co • Metalworkg machinery & equipment • Rhode Island
EXHIBIT 10.112Employment Agreement • March 30th, 2000 • Brown & Sharpe Manufacturing Co /De/ • Metalworkg machinery & equipment • Rhode Island
Exhibit 10.126 "CIC" Agreement THIS AGREEMENT dated as of August 31, 1999, is made by and between Brown & Sharpe Manufacturing Company, a Delaware Corporation, (the "Company") and Andrew C. Genor, Corporate Vice President and Chief Financial Officer...Cic Agreement • May 15th, 2001 • BNS Co • Metalworkg machinery & equipment • Delaware
WITNESSETH:Stock Purchase Agreement • August 19th, 2002 • BNS Co • Metalworkg machinery & equipment • Rhode Island
AMENDMENT NO.1 TO NOTE AGREEMENT FOR 7.29% SENIOR NOTES DUE 2007 BROWN & SHARPE MANUFACTURING COMPANYNote Agreement • April 2nd, 2001 • Brown & Sharpe Manufacturing Co /De/ • Metalworkg machinery & equipment • New York
EXHIBIT 10.88Indemnification Agreement • March 31st, 1998 • Brown & Sharpe Manufacturing Co /De/ • Metalworkg machinery & equipment • Delaware
RECITALSIndemnification Agreement • March 31st, 1998 • Brown & Sharpe Manufacturing Co /De/ • Metalworkg machinery & equipment • Delaware
Exhibit 10.902 AMENDMENT TO RIGHTS AGREEMENT In accordance with Section 21 of the Rights Agreement between BankBoston, N.A. (now known as "Fleet National Bank" (the "Rights Agent") and Brown & Sharpe Manufacturing Company (now known as "BNS Co.") (the...Rights Agreement • November 14th, 2001 • BNS Co • Metalworkg machinery & equipment
This Amendment shall be effective as of October 18, 2001 (the "Amendment") and all defined terms and definitions in the Agreement shall be the same in the Amendment except as specifically revised by the Amendment.
EXHIBIT 4.2Note Agreement • August 13th, 1999 • Brown & Sharpe Manufacturing Co /De/ • Metalworkg machinery & equipment • New York
RECITALSIndemnification Agreement • March 26th, 2003 • BNS Co • Real estate • Delaware
EXHIBIT A --------- NOTE ----Loan Agreement • November 6th, 2006 • BNS Holding, Inc. • Real estate
FOR VALUE RECEIVED, the undersigned (the "Borrower"), HEREBY PROMISES TO PAY to the order of Steel Partners II, L.P. (the "Lender"), on or before the Maturity Date (as such term is defined in the Loan Agreement), the principal sum of Fourteen Million and No/100 Dollars ($14,000,000.00) in accordance with the terms and provisions of that certain Loan Agreement dated as of October 30, 2006 by and between the Borrower and the Lender (as same may be amended, modified, increased, supplemented and/or restated from time to time, the "Loan Agreement"; capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement).
AMENDMENTEmployment Agreement • November 13th, 1996 • Brown & Sharpe Manufacturing Co /De/ • Metalworkg machinery & equipment
Amendment ---------Employee Stock Ownership and Profit Participation Plan • April 1st, 2002 • BNS Co • Metalworkg machinery & equipment
