EXHIBIT 10.38 CONSENT, WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT This Consent, Waiver and Fourth Amendment to Credit Agreement (the "FOURTH AMENDMENT") dated as of December 21, 1999 is by and among BMC Industries Inc., a Minnesota corporation...Credit Agreement • March 30th, 2000 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • New York
RECITALS:Lease Agreement • March 30th, 2000 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • Minnesota
EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement, effective as of January 1, 1999, is by and between BMC Industries, Inc., a Minnesota corporation located at One Meridian Crossings, Suite 850, Minneapolis, Minnesota 55423 (the...Executive Employment Agreement • March 31st, 1999 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • Minnesota
EXHIBIT 10.40 AMENDED AND RESTATED PLEDGE AGREEMENT THIS AMENDED AND RESTATED PLEDGE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this "AGREEMENT"), dated as of December 21, 1999, is made by BMC INDUSTRIES,...Pledge Agreement • March 30th, 2000 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • New York
RECITALS:Lease Amendment • March 31st, 1998 • BMC Industries Inc/Mn/ • Coating, engraving & allied services
LEASE MERIDIAN CROSSINGS ILease Agreement • November 14th, 1997 • BMC Industries Inc/Mn/ • Coating, engraving & allied services
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 14th, 1998 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • New York
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 31st, 1998 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • Minnesota
EXHIBIT 10.2 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into and made effective April 19, 2000 by and between BMC Industries, Inc., its subsidiaries and divisions ("Company") and Kathleen P. Pepski ("Employee"). WHEREAS,...Employment Agreement • May 15th, 2000 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • Minnesota
R E C I T A L S:Credit Agreement • March 31st, 1999 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • New York
TABLE OF CONTENTS ARTICLE 1 - PURCHASE AND SALE OF ASSETS . . . . . . . . . . . . . . . . . . . . . . .1 SECTION 1.1. PURCHASE AND SALE. . . . . . . . . . . . . . . . . . . . . . . . .1 SECTION 1.2. EXCLUDED ASSETS. . . . . . . . . . . . . . . . . . ....Asset Purchase Agreement • April 3rd, 1998 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • Delaware
WITNESSETHAsset Purchase Agreement • May 29th, 1998 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • Delaware
AND NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION RIGHTS AGENT RIGHTS AGREEMENTShare Rights Agreement • July 14th, 1998 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • Minnesota
250,000,000 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 14th, 1998 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • New York
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 31st, 1998 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • Minnesota
BMC INDUSTRIES, INC. $275,000,000 CREDIT AGREEMENTCredit Agreement • August 14th, 1998 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • New York
SECOND AMENDED AND RESTATED AGREEMENTPledge Agreement • October 24th, 2001 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • New York
THIS SECOND AMENDED AND RESTATED PLEDGE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of October 12, 2001, is made by BMC INDUSTRIES, INC., a Minnesota corporation (the “Pledgor”), to BANKERS TRUST COMPANY, as Collateral Agent (the “Pledgee”) for the benefit of (i) the Lenders and the Agent under the Credit Agreement hereinafter referred to (such Lenders and the Agent are hereinafter called the “Bank Creditors”), (ii) if one or more Lenders or any Affiliate of a Lender enters into one or more (A) interest rate protection agreements (including, without limitation, interest rate swaps, caps, floors, collars and similar agreements), (B) foreign exchange contracts, currency swap agreements or other similar agreements or arrangements designed to protect against the fluctuations in currency values and/or (C) other types of hedging agreements from time to time (collectively, the “Interest Rate Protection or Other Hedging Agr
AGREEMENT AND TEMPORARY WAIVERTemporary Waiver Agreement • July 8th, 2003 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • New York
THIS AGREEMENT AND TEMPORARY WAIVER (this "Waiver"), dated as of June 30, 2003, is by and among BMC Industries, Inc., a Minnesota corporation ("Borrower"), the several banks and other financial institutions set forth on the signature pages hereto in their capacities as lenders under the Credit Agreement (as defined below), DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly named Bankers Trust Company), as Agent for the Lenders (in such capacity, the "Agent") and as a Lender, and Bank One, NA, as Documentation Agent and a Lender.
EXECUTION COPY SEVENTH AMENDED AGREEMENT AND TEMPORARY WAIVER AND DEFERRALCredit Agreement • June 3rd, 2004 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • New York
THIS SEVENTH AMENDED AGREEMENT AND TEMPORARY WAIVER AND DEFERRAL (this "Agreement"), dated as of May 19, 2004, is by and among BMC Industries, Inc., a Minnesota corporation ("Borrower"), the several banks and other financial institutions set forth on the signature pages hereto in their capacities as lenders under the Credit Agreement (as defined below), DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly named Bankers Trust Company), as Agent for the Lenders (in such capacity, the "Agent") and as a Lender, and Bank One, NA, as Documentation Agent and a Lender.
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2002 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • Minnesota
This Employment Agreement ("Agreement") is entered into and made effective as of December 3, 2001 by and between BMC Industries, Inc., its subsidiaries and divisions ("Company") and Curtis E. Petersen ("Employee").
AMENDMENT OF PRODUCT MANUFACTURING AND SALES AGREEMENTProduct Manufacturing and Sales Agreement • November 14th, 1997 • BMC Industries Inc/Mn/ • Coating, engraving & allied services
FOURTH AMENDED AGREEMENTCredit Agreement • December 30th, 2003 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • New York
THIS FOURTH AMENDED AGREEMENT (this "Agreement"), effective as of November 19, 2003, is by and among BMC Industries, Inc., a Minnesota corporation ("Borrower"), the several banks and other financial institutions set forth on the signature pages hereto in their capacities as lenders under the Credit Agreement (as defined below), DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly named Bankers Trust Company), as Agent for the Lenders (in such capacity, the "Agent") and as a Lender, and Bank One, NA, as Documentation Agent and a Lender.
FIRST AMENDMENT TO LEASELease Amendment • March 29th, 2002 • BMC Industries Inc/Mn/ • Coating, engraving & allied services
THIS FIRST AMENDMENT TO LEASE ("Amendment") is made as of March 5, 2002, between OTR, an Ohio general partnership ("Landlord") acting as the duly authorized nominee of the BOARD OF THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO, and BMC Industries, Inc., a Minnesota corporation ("Tenant").
AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENTSubsidiary Guarantee Agreement • October 24th, 2001 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • New York
AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT dated as of October 12, 2001 (as the same may be amended, supplemented or otherwise modified from time to time, this “Guarantee”), made by each of the undersigned corporations (each, a “Guarantor” and collectively, the “Guarantors”) in favor of the Beneficiaries (as hereinafter defined). Certain capitalized terms used herein are defined in Section 1 of this Guarantee.
BMC INDUSTRIES, INC. THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 27, 2002 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent BANK ONE, NA, as Documentation Agent and VARIOUS LENDING INSTITUTIONSCredit Agreement • October 2nd, 2002 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • New York
EMPLOYMENT AGREEMENTEmployment Agreement • June 12th, 2002 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • Minnesota
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made this 14th day of May, 2002, by and between BMC Industries, Inc, a Minnesota corporation (the "Company"), and Douglas Hepper ("Executive").
BMC INDUSTRIES, INC., Debtor and Debtor In Possession CREDIT AGREEMENT dated as of June 28, 2004 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and THE LENDING INSTITUTIONS PARTIES HERETO with DEUTSCHE BANK SECURITIES, INC. as Lead...Credit Agreement • August 9th, 2004 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • New York
SECOND AMENDMENT AND RESTATEMENT AGREEMENT dated as of October 12, 2001Second Amendment and Restatement Agreement • October 24th, 2001 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • New York
EXHIBIT 10.4 FIRST AMENDMENT TO BMC INDUSTRIES, INC. SAVINGS TRUST BMC Industries, Inc. (the "Company") and Norwest Bank Minnesota, N.A. (the "Trustee") hereby amend the BMC Industries, Inc. Savings Trust Agreement between the Company and the Trustee...Savings Trust Agreement • May 14th, 1999 • BMC Industries Inc/Mn/ • Coating, engraving & allied services
THIRD AMENDED AGREEMENT AND TEMPORARY WAIVER AND DEFERRALThird Amended Agreement and Temporary Waiver and Deferral • November 24th, 2003 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • New York
THIS THIRD AMENDED AGREEMENT AND TEMPORARY WAIVER AND DEFERRAL (this "Agreement"), dated as of November 19, 2003, is by and among BMC Industries, Inc., a Minnesota corporation ("Borrower"), the several banks and other financial institutions set forth on the signature pages hereto in their capacities as lenders under the Credit Agreement (as defined below), DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly named Bankers Trust Company), as Agent for the Lenders (in such capacity, the "Agent") and as a Lender, and Bank One, NA, as Documentation Agent and a Lender.
SIXTH AMENDED AGREEMENT AND TEMPORARY WAIVER AND DEFERRALCredit Agreement • March 26th, 2004 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • New York
THIS SIXTH AMENDED AGREEMENT AND TEMPORARY WAIVER AND DEFERRAL (this "Agreement"), dated as of March 22, 2004, is by and among BMC Industries, Inc., a Minnesota corporation ("Borrower"), the several banks and other financial institutions set forth on the signature pages hereto in their capacities as lenders under the Credit Agreement (as defined below), DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly named Bankers Trust Company), as Agent for the Lenders (in such capacity, the "Agent") and as a Lender, and Bank One, NA, as Documentation Agent and a Lender.
RELEASE OF PLEDGERelease of Pledge • March 30th, 2000 • BMC Industries Inc/Mn/ • Coating, engraving & allied services
THIS RELEASE OF PLEDGE (this "RELEASE") is dated as of December 21, 1999, and is made by BANKERS TRUST COMPANY as Collateral Agent under that certain Pledge Agreement dated as of June 25, 1998 (the "PLEDGE AGREEMENT") by and between BMC Industries, Inc. ("BMC") and Bankers Trust Company ("COLLATERAL AGENT").
RECITALS:Lease Agreement • March 30th, 2000 • BMC Industries Inc/Mn/ • Coating, engraving & allied services
ContractCredit Agreement • July 17th, 2003 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • New York
FORM OF CHANGE OF CONTROL AGREEMENT March 3, 1998 BMC Industries, Inc. considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its stockholders. In...Change of Control Agreement • March 31st, 1998 • BMC Industries Inc/Mn/ • Coating, engraving & allied services • Minnesota
