EXHIBIT 10.15 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement"), dated as of October 3, 2002, between ROHN Industries, Inc., a Delaware corporation ("the Company"), and Brian B. Pemberton (the "Consultant"). WHEREAS, the Consultant has...Consulting Agreement • April 15th, 2003 • Rohn Industries Inc • Miscellaneous fabricated metal products • Illinois
EXHIBIT 4.7 WAIVER NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT This Waiver No. 1 to Amended and Restated Credit Agreement, dated as of April 14, 2003 (this "WAIVER"), is among ROHN INDUSTRIES, INC., a Delaware corporation (the "PARENT"), each of...Credit Agreement • April 15th, 2003 • Rohn Industries Inc • Miscellaneous fabricated metal products
ROHN INDUSTRIES, INC. AS A PLEDGOR AND EACH OF ITS SUBSIDIARIES LISTED ON THE SIGNATURE PAGES HEREOF AS PLEDGORS ANDPledge Agreement • March 13th, 2001 • Rohn Industries Inc • Miscellaneous fabricated metal products • Illinois
ARTICLE I DEFINITIONSStockholders Agreement • December 28th, 1998 • Rohn Industries Inc • Miscellaneous fabricated metal products • Delaware
ROHN INDUSTRIES, INC. AS A GRANTOR And EACH OF ITS SUBSIDIARIES LISTED ON THE SIGNATURE PAGES HEREOF AS GRANTORS AndSecurity Agreement • March 13th, 2001 • Rohn Industries Inc • Miscellaneous fabricated metal products • Illinois
TERMINATION AGREEMENT TERMINATION AGREEMENT, dated as of March 30, 1999 (this "Termination Agreement"), between ROHN Industries, Inc., a Delaware corporation ("ROHN"), and PiRod Holdings, Inc., a Delaware Corporation ("PIROD"). WHEREAS, ROHN and PIROD...Termination Agreement • March 31st, 1999 • Rohn Industries Inc • Miscellaneous fabricated metal products
Name Date Michael E. Levine May 18, 1999 Stephen E. Gorman September 10, 1999 John H. Laeri, Jr. May 18, 1999 Gene Locks May 18, 1999 Brian B. Pemberton May 18, 1999 Jordan Roderick November 23, 1999 Alan Schwartz May 18, 1999 James R. Cote May 18,...Indemnification Agreement • April 2nd, 2001 • Rohn Industries Inc • Miscellaneous fabricated metal products • Delaware
SHAREHOLDERS AGREEMENT BRASILSAT HARALD S/A ROHN INDUSTRIES, INC. PREAMBLEShareholder Agreement • May 14th, 1999 • Rohn Industries Inc • Miscellaneous fabricated metal products
Exhibit 99.3 SIXTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO FORBEARANCE AGREEMENT This Sixth Amendment to Credit Agreement and Amendment to Forbearance Agreement, dated as of June 30, 2002 (this "Amendment"), is among ROHN INDUSTRIES, INC., a...Credit Agreement • July 2nd, 2002 • Rohn Industries Inc • Miscellaneous fabricated metal products • Illinois
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of December 12, 2000 (this "AGREEMENT"), is entered into by and between ROHN, Inc., an Alabama corporation (the "COMPANY"), and Horace Ward (the "EXECUTIVE"). WHEREAS, the Executive has...Employment Agreement • April 2nd, 2001 • Rohn Industries Inc • Miscellaneous fabricated metal products • Illinois
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of April 10, 2000 (this "AGREEMENT"), is entered into by and between ROHN Industries, Inc., a Delaware corporation (the "COMPANY"), and David G. Brinker (the "EXECUTIVE"). WHEREAS, the Executive...Employment Agreement • April 2nd, 2001 • Rohn Industries Inc • Miscellaneous fabricated metal products • Illinois
Exhibit 99.2 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 3rd, 2002 • Rohn Industries Inc • Miscellaneous fabricated metal products • New York
MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING ("MEMORANDUM") is made this 1st day of October, 1997 ("EXECUTION DATE"), and contains the principal terms of the understandings and agreements reached as of October 1, 1997, between...Memorandum of Understanding • November 14th, 1997 • Unr Industries Inc • Miscellaneous fabricated metal products
AGREEMENT AND PLAN OF MERGER BETWEEN ROHN INDUSTRIES, INC. AND PIROD HOLDINGS, INC. DATED AS OF DECEMBER 22, 1998Merger Agreement • December 28th, 1998 • Rohn Industries Inc • Miscellaneous fabricated metal products • Delaware
AGREEMENT: ---------Forbearance Agreement • May 1st, 2002 • Rohn Industries Inc • Miscellaneous fabricated metal products • Illinois
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 29th, 2001 • Rohn Industries Inc • Miscellaneous fabricated metal products
NOW, THEREFORE, in consideration of the execution and delivery by ROHN and PIROD of the Merger Agreement and the mutual covenants, conditions and agreements contained herein and therein, and intending to be legally bound hereby, the parties agree as...Shareholder Agreement • December 28th, 1998 • Rohn Industries Inc • Miscellaneous fabricated metal products • Delaware
AMONGCredit Agreement • January 6th, 2003 • Rohn Industries Inc • Miscellaneous fabricated metal products • Illinois
LOAN AGREEMENTLoan Agreement • March 31st, 1998 • Rohn Industries Inc • Miscellaneous fabricated metal products • Illinois
AMENDED AND RESTATED TERM NOTETerm Note • April 15th, 2003 • Rohn Industries Inc • Miscellaneous fabricated metal products
FOR VALUE RECEIVED, the undersigned (the "BORROWERS" and each a "BORROWER") unconditionally promise to pay to the order of [NAME] (the "LENDER"), at the office of the Lender at [ADDRESS], or at such other place as the holder of this Term Note (this "NOTE") may from time to time designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of $[AMOUNT]. This Note is referred to in and was executed and delivered under the Amended and Restated Credit Agreement dated as of December 31, 2002 (as such agreement may be amended, restated, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"), among the Borrowers, as borrowers, the Lender and the other lenders party thereto, as lenders, LaSalle Bank National Association, a national banking association, as administrative agent for the Lenders (in such capacity, the "ADMINISTRATIVE AGENT") and National City Bank, a national banking association, as syndication ag
AMENDED AND RESTATED REVOLVING NOTERevolving Note • April 15th, 2003 • Rohn Industries Inc • Miscellaneous fabricated metal products
FOR VALUE RECEIVED, the undersigned (the "BORROWERS" and each a "BORROWER") unconditionally promise to pay to the order of [NAME] (the "LENDER"), on the Revolver Termination Date, or, if earlier, upon the date for payment established under the provisions of Section 6.2 or 12.2 of the Credit Agreement (as defined below), at the Lender's office at [ADDRESS], or at such other place as the holder of this Revolving Note (this "NOTE") may from time to time designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of [AMOUNT] ($[AMOUNT]) or, if less, the Lender's Percentage of the aggregate unpaid principal amount of all Revolving Loans made under Section 2.2(A) of the Credit Agreement. This Note is referred to in and was executed and delivered under the Amended and Restated Credit Agreement dated as of December 31, 2002 (as such agreement may be amended, restated, supplemented or otherwise modified from time to time, the "CRED
By and Among ROHN INDUSTRIES, INC., ROHN ENCLOSURES, INC., ROHN, INC., ROHN CONSTRUCTION, INC., ROHN PRODUCTS, INC., ROHN INSTALLATION SERVICES, INC., and FOGSON, L.L.C.Asset Purchase Agreement • January 6th, 2003 • Rohn Industries Inc • Miscellaneous fabricated metal products
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 9th, 2001 • Rohn Industries Inc • Miscellaneous fabricated metal products
EXHIBIT 10.14 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of May 13, 2002 (this "AGREEMENT"), is entered into by and between ROHN Industries, Inc., a Delaware corporation (the "COMPANY"), and Alan R. Dix (the "EXECUTIVE"). WHEREAS, the...Employment Agreement • April 15th, 2003 • Rohn Industries Inc • Miscellaneous fabricated metal products • Illinois
Exhibit 10.16 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of October 3, 2002 (this "Agreement"), is entered into by and between ROHN Industries, Inc., a Delaware corporation (the "Company"), ROHN, Inc., a wholly owned subsidiary of the...Employment Agreement • April 15th, 2003 • Rohn Industries Inc • Miscellaneous fabricated metal products • Illinois
Exhibit 10.19Contract Amendment • April 25th, 2001 • Rohn Industries Inc • Miscellaneous fabricated metal products
CONTRACT AMENDMENT Amendment No. 2 Statewide Two-way Radio System For the Office of Administration Commonwealth of Pennsylvania
10.4(c) INDEMNIFICATION AGREEMENT THIS AGREEMENT, made and entered into this 20th day of June, 1990 ("Agreement"), by and between UNR INDUSTRIES, INC., a Delaware corporation ("Corporation", which term shall include any one or more of its subsidiaries...Indemnification Agreement • March 31st, 1999 • Rohn Industries Inc • Miscellaneous fabricated metal products • Delaware
ACTION BY WRITTEN CONSENT The undersigned UNR ASBESTOS-DISEASE CLAIMS TRUST ("Trust"), acting by written consent pursuant to Sections 228 and 271 of the Delaware General Corporation Law, does hereby adopt the following resolutions effective December...Asset Purchase Agreement • December 20th, 2002 • Rohn Industries Inc • Miscellaneous fabricated metal products
The undersigned UNR ASBESTOS-DISEASE CLAIMS TRUST ("Trust"), acting by written consent pursuant to Sections 228 and 271 of the Delaware General Corporation Law, does hereby adopt the following resolutions effective December 17, 2002:
Exhibit 10.19 TRANSACTION BONUS AGREEMENT THIS TRANSACTION BONUS AGREEMENT, is entered into as of October 3, 2002, between Rohn Industries, Inc., a Delaware corporation (the "Company") and Alan Dix (the "Executive"). WHEREAS, the Board of Directors of...Transaction Bonus Agreement • April 15th, 2003 • Rohn Industries Inc • Miscellaneous fabricated metal products • Illinois
December 16, 2002 ROHN Industries, Inc. 6718 W. Plank Road P.O. Box 2000 Peoria, Illinois 61604 Re: $53,000,000 Credit Facility / Repayment of Term Loan ---------------------------------------------------- Ladies and Gentlemen: This letter is...Credit Agreement • December 20th, 2002 • Rohn Industries Inc • Miscellaneous fabricated metal products
This letter is delivered to you in connection with the Credit Agreement dated as of March 8, 2001 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement") among ROHN INDUSTRIES, INC., a Delaware corporation (the "Parent"), each of the Parent's domestic Subsidiaries, as borrowers (together with the Parent, collectively, the "Borrowers" and each a "Borrower"), the Parent and each of the Parent's domestic Subsidiaries, as Guarantors, the financial institutions that are or may from time to time become parties hereto, as lenders (together with their respective successors and assigns, the "Lenders" and each a "Lender"), LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in its individual capacity, "LaSalle", and in its capacity as administrative agent for the Lenders, the "Administrative Agent"), and NATIONAL CITY BANK, a national banking association, as syndication agent for the Lenders (in
Exhibit 99.3 ACTION BY WRITTEN CONSENT The undersigned UNR ASBESTOS-DISEASE CLAIMS TRUST ("Trust"), acting by written consent pursuant to Sections 228 and 271 of the Delaware General Corporation Law ("DGCL"), does hereby adopt the following...Asset Purchase Agreement • January 6th, 2003 • Rohn Industries Inc • Miscellaneous fabricated metal products
WHEREAS, ROHN Industries, Inc. ("ROHN") has entered into an Asset Purchase Agreement dated December 31, 2002 (the "APA") pursuant to which ROHN and certain of its subsidiaries would sell certain assets of ROHN (including certain assets owned by ROHN subsidiaries) to FOGSON, L.L.C., a Delaware limited liability company ("Fogson") formed by certain of the Lenders to ROHN and its subsidiaries under the draft Amended and Restated Credit Agreement dated as of December 31, 2002 (the "Credit Agreement"); and,
10.1(b) CHANGE OF CONTROL AGREEMENT --------------------------- AGREEMENT made at Chicago, Illinois, on September 2, 1997, by and between UNR Industries, Inc., (the "Company") and David LaRusso, (the "Executive").Change of Control Agreement • March 31st, 1999 • Rohn Industries Inc • Miscellaneous fabricated metal products • Illinois
10.4(a) INDEMNIFICATION AGREEMENT THIS AGREEMENT, made and entered into this 20th day of June, 1990 ("Agreement"), by and between UNR INDUSTRIES, INC., a Delaware corporation ("Corporation", which term shall include any one or more of its subsidiaries...Indemnification Agreement • March 31st, 1999 • Rohn Industries Inc • Miscellaneous fabricated metal products • Delaware
10.4(d) INDEMNIFICATION AGREEMENT THIS AGREEMENT, made and entered into this 22nd day of November, 1995 ("Agreement"), by and between UNR INDUSTRIES, INC., a Delaware corporation ("Corporation", which term shall include any one or more of its...Indemnification Agreement • March 31st, 1999 • Rohn Industries Inc • Miscellaneous fabricated metal products • Delaware
Exhibit 99.2 December 22, 2002 ROHN INDUSTRIES, INC. ROHN CONSTRUCTION, INC. ROHN PRODUCTS, INC. ROHN DE MEXICO, S.A. DE C.V. ROHN SERVICIOUS, S.A. DE C.V. ROHN, INC. ROHN INSTALLATION SERVICES, INC. 6718 West Plank Road Peoria, Illinois 61604 Attn:...Asset Purchase Agreement • December 24th, 2002 • Rohn Industries Inc • Miscellaneous fabricated metal products
