EXHIBIT 10.24 1997 ADVANCED TECHNICAL PRODUCTS, INC. INCENTIVE STOCK OPTION AGREEMENT 1. GRANT OF OPTION. Pursuant to the 1997 Advanced Technical Products, Inc. Stock Option Plan (the "Plan") for key employees of Advanced Technical Products, Inc. (the...Incentive Stock Option Agreement • April 1st, 1998 • Advanced Technical Products Inc • Metal forgings & stampings
PROMISSORTY NOTE Baltimore, Maryland November __, 1996 For value received, LUNN INDUSTRIES, INC., a Delaware corporation, and ALCORE, INC., a Delaware corporation (collectively, the "Borrower"), jointly and severally promise to pay to the order of...Promissory Note • April 14th, 1997 • Lunn Industries Inc /De/ • Metal forgings & stampings
This note is the Note referred to in the Credit Agreement of even date herewith, between the Borrower and the Bank (as the same may be amended from time to time, the "Credit Agreement"). Terms defined in the Credit Agreement are used herein with the same meanings. Reference is made to the Credit Agreement for provisions for the mandatory and optional prepayment hereof and the acceleration of the maturity hereof.
EXHIBIT 10.26 ADVANCED TECHNICAL PRODUCTS, INC. NONQUALIFIED STOCK OPTION AGREEMENT 1. GRANT OF OPTION. Pursuant to the Advanced Technical Products, Inc. Non-Employee Directors Stock Option Plan (the "Plan") for non-employee directors of Advanced...Nonqualified Stock Option Agreement • April 1st, 1998 • Advanced Technical Products Inc • Metal forgings & stampings • Delaware
AMONGSecurity Agreement • June 25th, 1997 • Lunn Industries Inc /De/ • Metal forgings & stampings • Maryland
AMENDMENT TO ACQUISITION AGREEMENT AND PLAN OF MERGERAcquisition Agreement • September 26th, 1997 • Lunn Industries Inc /De/ • Metal forgings & stampings • Delaware
RECITALSLoan and Security Agreement • April 1st, 1998 • Advanced Technical Products Inc • Metal forgings & stampings • Texas
LOAN AGREEMENTLoan Agreement • June 2nd, 1997 • Lunn Industries Inc /De/ • Metal forgings & stampings • Maryland
CREDIT AGREEMENT DATED AS OF NOVEMBER 22, 1996 BETWEEN LUNN INDUSTRIES, INC., A DELAWARE CORPORATION, AND ALCORE, INC., A DELAWARE CORPORATION, AND FIRST UNION NATIONAL BANK OF MARYLAND, A NATIONAL BANKING ASSOCIATIONCredit Agreement • June 25th, 1997 • Lunn Industries Inc /De/ • Metal forgings & stampings • Maryland
RECITALS:Loan and Security Agreement • August 14th, 1998 • Advanced Technical Products Inc • Metal forgings & stampings • Texas
andLease Agreement • May 18th, 1998 • Advanced Technical Products Inc • Metal forgings & stampings • Maryland
RIDER TO FINANCING AGREEMENT between GIBRALTAR CORPORATION OF AMERICA ("Gibraltar") and LUNN INDUSTRIES, INC.("Borrower")Financing Agreement • June 25th, 1997 • Lunn Industries Inc /De/ • Metal forgings & stampings
LEASELease • April 1st, 1998 • Advanced Technical Products Inc • Metal forgings & stampings
EXHIBIT 10.22 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "AGREEMENT"), is entered into as of November 1, 1997 (the "EFFECTIVE DATE"), by and between ADVANCED TECHNICAL PRODUCTS, Inc., a Delaware...Employment Agreement • April 1st, 1998 • Advanced Technical Products Inc • Metal forgings & stampings • Texas
AMONGMerger Agreement • May 3rd, 2002 • Advanced Technical Products Inc • Metal forgings & stampings • Delaware
RECITALSSecurity Agreement • June 2nd, 1997 • Lunn Industries Inc /De/ • Metal forgings & stampings • Maryland
THIS SECURITY AGREEMENT (this "Agreement") is made as of May 1, 1997, from ALCORE, INC., a Delaware corporation (the "Borrower"), and LUNN INDUSTRIES, INC., a Delaware corporation (the "Guarantor") (the Borrower and the Guaran tor being herein sometimes collectively called the "Grantor"), to FIRST UNION BANK OF NORTH CAROLINA, a national banking association (the "Bank"), THE MARYLAND IN DUSTRIAL DEVELOPMENT FINANCING AUTHORITY, a body corporate and politic and a public instrumentality of the State of Maryland (the "Issuer"), and FIRST UNION NATIONAL BANK OF MARYLAND in its capacity as the counterparty to the Hedge Agree ment described herein (the "Hedge Counterparty") (the Bank, the Issuer and the Hedge Counterparty being herein sometimes collectively called the "Secured Parties"):
Exhibit 10.26 SECURITY AGREEMENT - [EQUIPMENT] LUNN INDUSTRIES, INC. (herein called "Debtor") and GIBRALTAR CORPORATION OF AMERICA, a New York corporation (herein called "Secured Party") hereby agree as follows: 1. Debtor grants to Secured Party a...Security Agreement • June 25th, 1997 • Lunn Industries Inc /De/ • Metal forgings & stampings
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENTLetter of Credit and Reimbursement Agreement • June 2nd, 1997 • Lunn Industries Inc /De/ • Metal forgings & stampings • Maryland
RECITALSLoan and Security Agreement • April 1st, 1998 • Advanced Technical Products Inc • Metal forgings & stampings • Texas
RECITALSLoan and Security Agreement • August 14th, 1998 • Advanced Technical Products Inc • Metal forgings & stampings • Texas
ARTICLE IOffice Lease • April 14th, 1997 • Lunn Industries Inc /De/ • Metal forgings & stampings • Maryland
EXHIBIT 2 ACQUISITION AGREEMENT AND PLAN OF MERGERAcquisition Agreement • November 14th, 1997 • Advanced Technical Products Inc • Metal forgings & stampings • Delaware
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 22nd, 2000 • Advanced Technical Products Inc • Metal forgings & stampings • Delaware
AGREEMENT made effective as of July 19, 1995 between LUNN INDUSTRIES, INC. ("Borrower") and J.E. SHEEHAN & COMPANY, INC. ("Lender") WHEREAS, Borrower is the maker and Lender is the holder of a certain promissory note dated January 17, 1995 in the...Loan Agreement • November 14th, 1995 • Lunn Industries Inc /De/ • Plastics products, nec • New York
RECITALSGuaranty Agreement • June 2nd, 1997 • Lunn Industries Inc /De/ • Metal forgings & stampings • Maryland
Exhibit 10.31 AMENDED AND RESTATED SUBORDINATED TERM NOTESubordinated Term Note • June 25th, 1997 • Lunn Industries Inc /De/ • Metal forgings & stampings
WARRANTWarrant Agreement • June 25th, 1997 • Lunn Industries Inc /De/ • Metal forgings & stampings • New York
STATE OF GEORGIA EXHIBIT 10.30 COUNTY OF FULTON LEASE AGREEMENT THIS LEASE, made this 14day ofApril, 1998 between MANSELL OVERLOOK 200, LLC, a Georgia limited liability company having his principal office at 100 Mansell Court East, Suite 225, Roswell,...Lease Agreement • May 18th, 1998 • Advanced Technical Products Inc • Metal forgings & stampings
COMMERCIAL NET BUILDING AND GROUND LEASE OF LINCOLN AIR PARK WESTCommercial Net Building and Ground Lease • April 1st, 1998 • Advanced Technical Products Inc • Metal forgings & stampings
EXHIBIT 10.34 LEASELease • November 16th, 1998 • Advanced Technical Products Inc • Metal forgings & stampings
EXHIBIT 10.28Rabbi Trust Agreement • April 1st, 1998 • Advanced Technical Products Inc • Metal forgings & stampings • Texas
Exhibit 10.29 SECURITY AGREEMENT-INVENTORY GIBRALTAR CORPORATION OF AMERICA 350 Fifth Avenue New York, New York 10118 Gentlemen: We hereby pledge, assign, consign, transfer and set over to you, and you shall at all times have a continuing general lien...Security Agreement • June 25th, 1997 • Lunn Industries Inc /De/ • Metal forgings & stampings • New York
We hereby pledge, assign, consign, transfer and set over to you, and you shall at all times have a continuing general lien upon, and we hereby grant you a continuing security interest in, all of our present and hereafter acquired Inventory and the proceeds thereof. We further grant you a continuing security interest in your favor in all general intangibles, including all patents, trademarks and trade names now owned or hereafter acquired by us, whether or not registered, together with the good will of the business associated with each of said Trademarks and Trade Names. "Inventory" shall include, but not be limited to, raw materials, work in process, finished goods and all wrapping, packing and shipping materials wheresoever located, and all additions and accessions thereto, the resulting product or mass and any documents representing all or any part thereof. Upon your request, we will at any time and from time to time, at our expense, deliver such Inventory to you or such person as yo
Exhibit 10.28 FINANCING AGREEMENT GIBRALTAR CORPORATION OF AMERICA 350 Fifth Avenue New York, New York 10118 Gentlemen: This Agreement, effective as of the date of acceptance by you, states the terms and conditions under which you will make revolving...Financing Agreement • June 25th, 1997 • Lunn Industries Inc /De/ • Metal forgings & stampings • New York
Exhibit 8.1 August 27, 1997 TPG HOLDINGS, INC. 3353 Peachtree Road Suite 920 Atlanta, Georgia 30326 RE: ACQUISITION AGREEMENT AND PLAN OF MERGER WITH LUNN INDUSTRIES, INC., AMENDED --------------------------------------------- Gentlemen: We have acted...Acquisition Agreement and Plan of Merger • August 27th, 1997 • Lunn Industries Inc /De/ • Metal forgings & stampings
We have acted as counsel to TPG Holdings, Inc., a Delaware corporation ("TPG"), in connection with (i) the Registration Statement on Form S-4 of Lunn Industries, Inc., a Delaware corporation ("Lunn"), to which this opinion letter is filed as an exhibit (the "Registration Statement"), which includes a Proxy Statement/Prospectus of TPG and Lunn ("Proxy Statement/Prospectus"), and (ii) the execution and delivery of the Acquisition Agreement and Plan of Merger (the "Agreement"), dated as of June 6, 1997, as amended by amendment dated as of August 22, 1997 between TPG and Lunn (the "Agreement"). The Agreement provides for the merger of TPG with and into Lunn (the "Merger"), with TPG surviving. Unless otherwise defined herein or the context hereof otherwise requires, each term used herein with its initial letter capitalized has the meaning ascribed to such term in the Agreement.
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 22nd, 2000 • Advanced Technical Products Inc • Metal forgings & stampings • Delaware
PROFESSIONAL EXECUTIVE SUITE OFFICE LEASE This Professional Executive Suite Office Lease (hereinafter "Lease") is entered into and executed by and between the Client whose name appears below (hereinafter "Client") and International Satellite...Professional Executive Suite Office Lease • June 25th, 1997 • Lunn Industries Inc /De/ • Metal forgings & stampings • California
