1 EXHIBIT 10.35 FIRST AMENDMENT TO PLEDGE AGREEMENT THIS FIRST AMENDMENT TO PLEDGE AGREEMENT, dated as of February 15, 1997 ("Amendment"), among SPECIALTY EQUIPMENT COMPANIES, INC. (the "Pledgor"), BARCLAYS BANK PLC, NEW YORK BRANCH, on behalf of...Pledge Agreement • March 27th, 1997 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Illinois
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 16th, 2000 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
EXHIBIT 10.37 LICENSE AGREEMENT THIS LICENSE AGREEMENT ("Agreement") is entered into as of this 31st day of January, 1998 by and between SPECIALTY EQUIPMENT COMPANIES, INC., a corporation organized and existing under the laws of the State of Delaware...License Agreement • April 13th, 1998 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Illinois
EXHIBIT 10.27 INDUSTRIAL BUILDING LEASELease • April 24th, 2000 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
STOCKHOLDER AGREEMENT This STOCKHOLDER AGREEMENT, dated as of October 13, 2000 (the "Agreement"), among United Technologies Corporation, a Delaware corporation ("Parent") Solar Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of...Stockholder Agreement • October 16th, 2000 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
R E C I T A L S:Credit Agreement • March 27th, 1997 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Illinois
SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 15th, 1998 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Illinois
EXHIBIT 4.3 ------------------------------------------------------------------- ------------- ================================================================= =============== AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 31, 1998Credit Agreement • April 13th, 1998 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Illinois
EXHIBIT 10.3 INDEMNIFICATION AGREEMENT THIS AGREEMENT, dated as of the day of __________, is made by and between Specialty Equipment Companies, Inc., a Delaware corporation having its principal place of business in the State of Illinois (the...Indemnification Agreement • October 20th, 2000 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
Exhibit 99.(a)(5) [LOGO]Specialty Equipment Companies Inc • October 23rd, 2000 • Air-cond & warm air heatg equip & comm & indl refrig equip
On behalf of the Board of Directors of Specialty Equipment Companies, Inc. (the "Company"), I am pleased to inform you that our Company has entered into an Agreement and Plan of Merger, dated as of October 13, 2000 (the "Merger Agreement"), with United Technologies Corporation ("UTC") and Solar Acquisition Corp., a wholly owned subsidiary of UTC ("Purchaser"). Pursuant to the Merger Agreement, Purchaser has commenced a cash tender offer (the "Offer") to purchase all of the outstanding shares of the Company's common stock (the "Shares") at a purchase price of $30.50 per Share, net to the seller in cash, without interest. The Offer, if consummated, is to be followed by a merger of Purchaser into the Company in which each Share not purchased in the Offer will be converted into the right to receive the same cash consideration paid per Share as is paid to stockholders in the Offer.
BETWEENStock Purchase Agreement • December 15th, 1997 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
INSTRUMENT OF TRANSFER AND ASSUMPTION AGREEMENTTransfer and Assumption Agreement • April 13th, 1998 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
EXHIBIT 4.4 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of February 13, 1997 (the "Amendment"), is entered into among SPECIALTY EQUIPMENT COMPANIES, INC., a Delaware corporation (the "Company"), the "Banks"...Credit Agreement • March 27th, 1997 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Illinois
WITNESSETHStock Purchase Agreement • September 16th, 1997 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
AMENDMENT NO. 1 TO THE AMENDED EMPLOYMENT RETENTION AGREEMENT BETWEEN SPECIALTY EQUIPMENT COMPANIES, INC. AND JEFFREY P. RHODENBAUGHEmployment Retention Agreement • October 20th, 2000 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
WARRANTSpecialty Equipment Companies Inc • March 27th, 1997 • Air-cond & warm air heatg equip & comm & indl refrig equip • Illinois
AMONGCredit Agreement • December 16th, 1996 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Illinois
AMENDMENT NO. 1 TO THE AMENDED EMPLOYMENT RETENTION AGREEMENT BETWEEN SPECIALTY EQUIPMENT COMPANIES, INC. AND ROBERT R. FRIEDLEmployment Retention Agreement • October 20th, 2000 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
Co-Issuer andIndenture • April 13th, 1998 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
EXHIBIT 10.38 MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT THIS MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") is made as of January 31, 1998, between Specialty Equipment Companies, Inc., a Delaware corporation ("Specialty"),...Management and Administrative Services Agreement • April 13th, 1998 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Illinois
