COMMON STOCKUnderwriting Agreement • June 4th, 1997 • Kuhlman Corp • Drawing & insulating of nonferrous wire • Georgia
and HARRIS TRUST AND SAVINGS BANK Rights AgentRights Agreement • April 25th, 1997 • Kuhlman Corp • Drawing & insulating of nonferrous wire • Delaware
RECITALSRights Agreement • December 22nd, 1998 • Kuhlman Corp • Drawing & insulating of nonferrous wire • Delaware
FORM OF]Change in Control Agreement • March 30th, 1998 • Kuhlman Corp • Drawing & insulating of nonferrous wire
EXHIBIT (B)(10) FIFTH AMENDMENT TO CREDIT AGREEMENT THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), made as of this 5th day of February, 1996 among Kuhlman Corporation, a Delaware corporation (the "Borrower"), NationsBank, N.A. (South)...Credit Agreement • February 12th, 1996 • Kuhlman Corp • Power, distribution & specialty transformers • Georgia
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above. KUHLMAN CORPORATION, as Borrower, by /s/ Vernon J. Nagel...Credit Agreement • November 6th, 1996 • Kuhlman Corp • Drawing & insulating of nonferrous wire • New York
1 EXHIBIT 2.1 CONFORMED COPY AGREEMENT AND PLAN OF MERGERMerger Agreement • December 22nd, 1998 • Kuhlman Corp • Drawing & insulating of nonferrous wire • Delaware
ESCROW AGREEMENT DATED AS OF FEBRUARY 5, 1996Escrow Agreement • February 12th, 1996 • Kuhlman Corp • Power, distribution & specialty transformers • New York
PLAN NUMBER 01002 IRS SERIAL NUMBER D362552AAdoption Agreement • December 22nd, 1997 • Kuhlman Corp • Drawing & insulating of nonferrous wire
ARTICLE 1 CONCERNING THE TRUST FUNDTrust Agreement • December 22nd, 1997 • Kuhlman Corp • Drawing & insulating of nonferrous wire
EXHIBIT 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all of the undersigned that the Amendment to Schedule 13D filed on or about this date with respect to the beneficial ownership by the undersigned of shares of the common...Joint Filing Agreement • February 20th, 1996 • Kuhlman Corp • Power, distribution & specialty transformers
Exhibit 2 STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT dated November 20, 1995 ("Agreement") among Mr. James R. Fore, a resident of Sanford, North Carolina ("Stockholder"), Kuhlman Acquisition Corp., a North Carolina corporation ("Purchaser"), and...Stock Option Agreement • November 29th, 1995 • Kuhlman Corp • Power, distribution & specialty transformers • North Carolina
The Leverage Ratio utilized for purposes of determining the Eurodollar Spread and the Swingline Spread shall be that in effect as of the last day of the most recently completed fiscal quarter of the Borrower in respect of which financial statements...Credit Agreement • August 14th, 1997 • Kuhlman Corp • Drawing & insulating of nonferrous wire • New York
AMENDMENT No. 1 (this "Amendment"), dated as of June 30, 1997, to the 5-Year Amended and Restated Credit Agreement (the "Facility B Credit Agreement"), dated as of July 1, 1996, among KUHLMAN CORPORATION, a Delaware corporation (the "Borrower"); the Guarantors referred to therein; the financial institutions from time to time party thereto (the "Lenders"); and THE CHASE MANHATTAN BANK, as swingline lender (in such capacity, the "Swingline Lender") and as agent for the Lenders (in such capacity, the "Administrative Agent"). A. The Borrower is party to (a) the above- referenced Facility B Credit Agreement and (b) a certain 364-Day Amended and Restated Credit Agreement (the "Facility A Credit Agreement") dated as of July 1, 1996, among the Borrower, the Guarantors, the Lenders and The Chase Manhattan Bank, as Swingline Lender and Administrative Agent (together, the "Amended and Restated Credit Agreements"). B. The Borrower has requested and the Administra- tive Agent and the Lenders have a
PLAN NUMBER 01002 IRS SERIAL NUMBER D362552AProfit Sharing Plan and Trust Agreement • August 6th, 1997 • Kuhlman Corp • Drawing & insulating of nonferrous wire
Exhibit (c)(2) EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated November 20, 1995 ("Agreement") among Mr. James R. Fore, a resident of Sanford, North Carolina ("Employee"), Kuhlman Acquisition Corp., a North Carolina corporation ("KAC"), and Kuhlman...Employment Agreement • November 29th, 1995 • Kuhlman Corp • Power, distribution & specialty transformers • North Carolina
FORM OF] CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 30th, 1998 • Kuhlman Corp • Drawing & insulating of nonferrous wire • Georgia
EXHIBIT 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all of the undersigned that the Amendment to Schedule 13D filed on or about this date with respect to the beneficial ownership by the undersigned of shares of the common...Joint Filing Agreement • February 12th, 1996 • Kuhlman Corp • Power, distribution & specialty transformers
AMENDMENT NO. 2 TO REORGANIZATION AND ASSET ACQUISITION AGREEMENTReorganization and Asset Acquisition Agreement • October 9th, 1996 • Kuhlman Corp • Drawing & insulating of nonferrous wire • Illinois
The Leverage Ratio utilized for purposes of determining the Eurodollar Spread and the Swingline Spread shall be that in effect as of the last day of the most recently completed fiscal quarter of the Borrower in respect of which financial statements...364-Day Amended and Restated Credit Agreement • August 14th, 1997 • Kuhlman Corp • Drawing & insulating of nonferrous wire • New York
AMENDMENT No. 1 (this "Amendment"), dated as of June 30, 1997, to the 364-Day Amended and Restated Credit Agreement (the "Facility A Credit Agreement"), dated as of July 1, 1996, among KUHLMAN CORPORATION, a Delaware corporation (the "Borrower"); the Guarantors referred to therein; the financial institutions from time to time party thereto (the "Lenders"); and THE CHASE MANHATTAN BANK, as swingline lender (in such capacity, the "Swingline Lender") and as agent for the Lenders (in such capacity, the "Administrative Agent"). A. The Borrower is party to (a) the above- referenced Facility A Credit Agreement and (b) a certain 5-Year Amended and Restated Credit Agreement (the "Facility B Credit Agreement") dated as of July 1, 1996, among the Borrower, the Guarantors, the Lenders, and The Chase Manhattan Bank, as Swingline Lender and Administrative Agent (together, the "Amended and Restated Credit Agreements"). B. The Borrower has requested and the Administra- tive Agent and the Lenders have
