AMENDMENT NUMBER ONE TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This AMENDMENT NUMBER ONE TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment") is entered into as of August 1, 2001, by and between Foothill Capital...Loan and Security Agreement • March 28th, 2002 • Intergraph Corp • Services-computer integrated systems design
Mr. Colaluca 2 September 2, 2005 but not later than promptly following the filing of the Company's financial statements for the year ended December 31, 2005 with the Securities and Exchange Commission. 3. STOCK GRANTS --The Employee shall receive a...Employment Agreement • September 7th, 2005 • Intergraph Corp • Services-computer integrated systems design • Delaware
BY AND AMONGMerger Agreement • August 31st, 2006 • Intergraph Corp • Services-computer integrated systems design • Delaware
WITNESSETH:Rights Agreement • March 30th, 1999 • Intergraph Corp • Services-computer integrated systems design
INDEMNIFICATION AGREEMENT This Agreement, made and entered into this 3rd day of June, 1997 ("Agreement"), by and between Intergraph Corporation, a Delaware corporation ("Company"), and ______________ ("Indemnitee"): WHEREAS, highly competent persons...Indemnification Agreement • August 14th, 1997 • Intergraph Corp • Services-computer integrated systems design • Delaware
2.1. The Revolving Credit Loans 35 2.2. Making the Revolving Credit Loans 36 2.3. Fees 38 2.4. Reduction and Termination of the Revolving Credit Commitments 38 2.5. Repayment 39 2.6. Prepayments 39 2.7. Conversion/Continuation Option 40 2.8. Interest...Credit Agreement • March 22nd, 1996 • Intergraph Corp • Computer terminals • New York
Foothill. March 2, 1998 Intergraph Corporation Huntsville, Alabama 35894-0001 Attention: John W. Wilhoite Re: Letter Agreement dated as of March 2, 1998 between Foothill Capital Corporation ("Foothill") and Intergraph Corporation ("Intergraph")...Letter Agreement • March 17th, 1998 • Intergraph Corp • Services-computer integrated systems design
This letter will serve as written notification pursuant to paragraph 3 of the Foothill Consent that all required Participant consents to the Foothill Consent have been obtained. The Foothill Consent is hereby effective and the documents held by Balch & Bingham L.L.P. may be deemed delivered and effective.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and between INTERGRAPH CORPORATION,Loan and Security Agreement • March 22nd, 2000 • Intergraph Corp • Services-computer integrated systems design • California
AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENT BETWEEN INTERGRAPH CORPORATION AND COMPUTERSHARE INVESTOR SERVICES, LLCRights Agreement • August 31st, 2006 • Intergraph Corp • Services-computer integrated systems design • Delaware
LICENSE REFERENCE NUMBER________________ 013003 PATENT CROSS LICENSE LICENSE AGREEMENT ("Agreement") dated January 30, 2003 ("Agreement Date") between INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation ("IBM"), and INTERGRAPH...License Agreement • March 27th, 2003 • Intergraph Corp • Services-computer integrated systems design • New York
and COMPUTERSHARE INVESTOR SERVICES, LLC AMENDED AND RESTATED RIGHTS AGREEMENT Dated March 5, 2002 --------------------------------------------------------------------------- TABLE OF CONTENTSRights Agreement • March 8th, 2002 • Intergraph Corp • Services-computer integrated systems design • Delaware
ASSET PURCHASE AGREEMENT BY AND AMONG INTERGRAPH CORPORATION AND THE OTHER SELLING ENTITIES SPECIFIED HEREIN AND UNIGRAPHICS SOLUTIONS INC. AND THE OTHER ACQUIRING ENTITIES SPECIFIED HEREIN ASSET PURCHASE AGREEMENT TABLE OF CONTENTS PageAsset Purchase Agreement • March 17th, 1998 • Intergraph Corp • Services-computer integrated systems design • Delaware
AMENDMENT NUMBER FOUR TO LOAN AND SECURITY AGREEMENT This AMENDMENT NUMBER FOUR TO LOAN AND SECURITY AGREEMENT (this "Amendment") is entered into as of April 29, 1999, by and between Foothill Capital Corporation, a California corporation ("Foothill"),...Loan and Security Agreement • August 16th, 1999 • Intergraph Corp • Services-computer integrated systems design
ASSET PURCHASE AGREEMENT by and among SCI TECHNOLOGY, INC., as Buyer and INTERGRAPH CORPORATION, as Seller Dated Effective as of November 13, 1998 TABLE OF CONTENTSAsset Purchase Agreement • November 25th, 1998 • Intergraph Corp • Services-computer integrated systems design • Alabama
AMENDMENT NUMBER FIVE TO LOAN AND SECURITY AGREEMENT This AMENDMENT NUMBER FIVE TO LOAN AND SECURITY AGREEMENT (this "Amendment") is entered into as of October 26, 1999, by and between Foothill Capital Corporation, a California corporation...Loan and Security Agreement • November 15th, 1999 • Intergraph Corp • Services-computer integrated systems design
EMPLOYMENT AGREEMENT -------------------- This Agreement is made and entered into as of August 23, 1999, by and between INTERGRAPH CORPORATION (the "Company") and JOHN W. WILHOITE (the "Employee"). RECITALS: --------- The Company desires to continue...Employment Agreement • March 26th, 2001 • Intergraph Corp • Services-computer integrated systems design • Alabama
EXHIBIT 99.1 INTERGRAPH CORPORATION RESTRICTED SHARE AWARD AGREEMENT (DIRECTORS)Restricted Share Award Agreement • February 1st, 2005 • Intergraph Corp • Services-computer integrated systems design • Delaware
Indemnification Agreement This Agreement, made and entered into this ---- day of ----------, 2002 ("Agreement"), by and between Intergraph Corporation, a Delaware corporation ("Company"), and -------------------- ("Indemnitee"): Whereas, highly...Indemnification Agreement • April 8th, 2002 • Intergraph Corp • Services-computer integrated systems design • Delaware
Exhibit 10 (b)(i) Termination Agreement and Release This Termination Agreement and Release (this "Agreement") is dated as of August 31, 2002, by and between, on the one hand, FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"), and, on...Termination Agreement and Release • November 13th, 2002 • Intergraph Corp • Services-computer integrated systems design • California
EXHIBIT 99.4Restricted Share Unit Agreement • February 1st, 2005 • Intergraph Corp • Services-computer integrated systems design • Delaware
AIRCRAFT SECURITY AGREEMENT --------------------------- THIS AIRCRAFT SECURITY AGREEMENT ("this Agreement"), is entered into as of December 20, 1996 between INTERGRAPH CORPORATION, a Delaware corporation ("Debtor"), with its chief executive office...Aircraft Security Agreement • September 12th, 1997 • Intergraph Corp • Services-computer integrated systems design • California
CONTRACT OF EMPLOYMENTEmployment Agreement • March 28th, 2002 • Intergraph Corp • Services-computer integrated systems design
AMENDED AND RESTATED FIRST MORTGAGE AND SECURITY AGREEMENT by and between INTERGRAPH CORPORATION, a Delaware corporation, MortgagorFirst Mortgage and Security Agreement • March 30th, 1998 • Intergraph Corp • Services-computer integrated systems design • California
AGREEMENT _________Travel Services Agreement • May 17th, 1999 • Intergraph Corp • Services-computer integrated systems design
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2004 • Intergraph Corp • Services-computer integrated systems design • Alabama
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of June 12, 2003, is by and between Intergraph Corporation, a Delaware corporation (the "Company"), and R. Halsey Wise (the "Executive").
SETTLEMENT AGREEMENT, RELEASE, AND PATENT CROSS-LICENSE BETWEEN INTERGRAPH AND HEWLETT-PACKARDSettlement Agreement • January 24th, 2005 • Intergraph Corp • Services-computer integrated systems design • Delaware
This Settlement Agreement, Release, and Patent Cross-License ("AGREEMENT"), effective as of January 21, 2005 (the "EFFECTIVE DATE"), is entered into by and among Hewlett-Packard Company ("HP"), a Delaware corporation, on the one hand, and Intergraph Corporation, a Delaware corporation, and Intergraph Hardware Technologies Company ("IHTC"), a Nevada corporation, on the other hand. Intergraph Corporation and IHTC shall be referred to collectively hereinafter as "INTERGRAPH." HP and INTERGRAPH may each be referred to individually as a "PARTY" and collectively as the "PARTIES."
SETTLEMENT AGREEMENT, RELEASE AND PATENT LICENSE BETWEEN INTERGRAPH AND GATEWAYSettlement Agreement, Release and Patent License • May 13th, 2004 • Intergraph Corp • Services-computer integrated systems design • Delaware
This Settlement Agreement, Release and Patent License ("Agreement") is made and entered into effective as of the 12th day of May, 2004 (the "Effective Date"), by and between Intergraph Corporation, Intergraph Hardware Technologies Company, a corporation organized and existing under the laws of the State of Nevada ("IHTC"), and Gateway, Inc., a corporation organized and existing under the laws of the State of Delaware ("GATEWAY"). IHTC and GATEWAY are sometimes referred to herein as the "PARTIES."
EXECUTIVE OFFICER LOAN AGREEMENT --------------------------------Loan Agreement • March 26th, 1997 • Intergraph Corp • Services-computer integrated systems design
This Agreement is between _________________________ ("the Borrower") and Intergraph Corporation ("Intergraph"). The Borrower hereby agrees to all of the terms and conditions contained in this Agreement.
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2006 • Intergraph Corp • Services-computer integrated systems design • Alabama
THIS EMPLOYMENT AGREEMENT, originally dated as of June 12, 2003, and amended and restated effective as of May 27, 2005 and as of December 19, 2005 (the "Agreement"), is by and between Intergraph Corporation, a Delaware corporation (the "Company"), and R. Halsey Wise (the "Executive").
Unigraphics Solutions Inc. 13736 Riverport Drive Maryland Heights, Missouri 63043 March 2, 1998Asset Purchase Agreement • March 17th, 1998 • Intergraph Corp • Services-computer integrated systems design
Reference is made to the Asset Purchase Agreement dated as of the date hereof (the "Asset Purchase Agreement") by and among Intergraph Corporation ("Intergraph"), the other Selling Entities identified therein, Unigraphics Solutions Inc. ("Unigraphics") and the other Acquiring Entities identified therein. In connection with the consummation of the transactions contemplated by the Asset Purchase Agreement, Unigraphics agrees that, during the period commencing on the date hereof and ending on the later of (i) March 2, 2000 or (ii) the end of the term of the Lease Agreement (as defined in the Purchase Agreement), neither it nor any of its subsidiaries will, directly or indirectly, solicit to employ any of Intergraph's Huntsville, Alabama or Paris, France Development Center based software development personnel or development managers who are a part of Intergraph's Jupiter technology development effort (i.e., the Solid Edge Common Code, as such term is defined in the Asset Purchase Agreement
PATENT LICENSE AGREEMENTPatent License Agreement • April 6th, 2006 • Intergraph Corp • Services-computer integrated systems design • Delaware
THIS PATENT LICENSE AGREEMENT (hereinafter "Agreement") is made effective March 24, 2006 (hereinafter "Effective Date"), by and between INTERGRAPH HARDWARE TECHNOLOGIES COMPANY, a Nevada Corporation (hereinafter "IHTC") on one hand, and Sony Corporation, a Japanese company (hereinafter "Sony") on the other.
c/o Hellman & Friedman One Maritime Plaza, 12th Floor San Francisco, CA 94111 c/o Texas Pacific Group Fort Worth, TX 76102 Re: Agreement and Plan of Merger (the “Agreement”), dated as of August 31, 2006, by and among Cobalt Holding Company (“Parent”),...Agreement and Plan of Merger • October 26th, 2006 • Intergraph Corp • Services-computer integrated systems design • Texas
In connection with the Agreement, subject to the terms and conditions set forth herein, and in consideration of and in reliance on the representations and covenants of Parent and Merger Sub herein contained, the Company hereby:
PATENT LICENSE AGREEMENTPatent License Agreement • April 27th, 2006 • Intergraph Corp • Services-computer integrated systems design • Delaware
THIS PATENT LICENSE AGREEMENT (hereinafter "Agreement") is made effective April 21, 2006 (hereinafter "Effective Date"), by and between INTERGRAPH HARDWARE TECHNOLOGIES COMPANY, a Nevada Corporation (hereinafter "IHTC"), and ACER INCORPORATED, a Taiwanese company (hereinafter "ACER").
Memorandum ------------------------------------------------------------ Office of the CEO Date: June 7, 1999 To: Manfred Wittler From: Jim Meadlock Subject: Employee Agreement/Addendum to U.S. Contract Manfred, The following summarizes our agreement:...Employee Agreement/Addendum to u.s. Contract • March 22nd, 2000 • Intergraph Corp • Services-computer integrated systems design
PATENT LICENSE AGREEMENTPatent License Agreement • November 14th, 2003 • Intergraph Corp • Services-computer integrated systems design • Delaware
THIS PATENT LICENSE AGREEMENT ("Agreement"), effective September 1, 2003 ("Effective Date"), is between INTERGRAPH HARDWARE TECHNOLOGIES COMPANY, a Nevada Corporation (hereinafter "IHTC") and Texas Instruments Incorporated, a Delaware corporation (hereinafter "TI").
