1 EXECUTED COPY AGREEMENT AND PLAN OF MERGERMerger Agreement • July 10th, 1998 • Special Devices Inc /De • Miscellaneous chemical products • Delaware
1 EXECUTED COPY GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this "Agreement") is made as of this 19th day of June, 1998 by and between J.F. Lehman Equity Investors I, L.P., a Delaware limited partnership (the "Guarantor"), and Special Devices,...Guaranty Agreement • July 10th, 1998 • Special Devices Inc /De • Miscellaneous chemical products • California
EXHIBIT 10.36 FOURTH AMENDMENT, CONSENT AND WAIVER TO CREDIT AGREEMENT FOURTH AMENDMENT, CONSENT AND WAIVER TO CREDIT AGREEMENT (this "Amendment"), dated as of September 18, 2000, among SPECIAL DEVICES, INCORPORATED, a corporation organized under the...Credit Agreement • January 26th, 2001 • Special Devices Inc /De • Miscellaneous chemical products • New York
DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF MOORPARK AND SPECIAL DEVICES, INCORPORATEDDevelopment Agreement • January 28th, 1997 • Special Devices Inc /De • Miscellaneous chemical products • California
RECITALSNon-Competition Agreement • January 31st, 2000 • Special Devices Inc /De • Miscellaneous chemical products • Illinois
AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 18, 2000Merger Agreement • October 6th, 2000 • Special Devices Inc /De • Miscellaneous chemical products • Delaware
W I T N E S S E T H :Credit Agreement • January 26th, 2001 • Special Devices Inc /De • Miscellaneous chemical products • New York
EXHIBIT 10.37 FIFTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT FIFTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT (this "AMENDMENT"), dated as of January 12, 2001, among SPECIAL DEVICES, INCORPORATED, a corporation organized under the laws of the State of...Credit Agreement • January 26th, 2001 • Special Devices Inc /De • Miscellaneous chemical products • New York
EXHIBIT 10.29 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into on October 1, 1999 by and between Thomas W. Cresante, an individual ("Executive"), and Special Devices, Incorporated, a Delaware corporation (the "Company"). 1....Employment Agreement • January 31st, 2000 • Special Devices Inc /De • Miscellaneous chemical products • Delaware
EXHIBIT 10.34 SECOND AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of January 26, 2000, among SPECIAL DEVICES, INCORPORATED, a corporation organized under the laws of the State of Delaware (the...Credit Agreement • January 31st, 2000 • Special Devices Inc /De • Miscellaneous chemical products • New York
1 EXHIBIT 10.22 ALL SECTIONS MARKED WITH TWO ASTERISKS ("**") REFLECT PORTIONS WHICH HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION BY SPECIAL DEVICES, INCORPORATED, AS PART OF A REQUEST FOR CONFIDENTIAL TREATMENT....Purchase Agreement • January 28th, 1998 • Special Devices Inc /De • Miscellaneous chemical products • California
EXHIBIT 10.32 NOTE: THE ORIGINAL TEMPLATE, (NORMAL) COULD NOT BE FOUND. DOCUMENT HAS BEEN ATTACHED TO BLANK.DOT TEMPLATE. AMENDED AND RESTATED ASSET PURCHASE AND SALE AGREEMENT BY AND BETWEEN TELEDYNE INDUSTRIES, INC.Asset Purchase and Sale Agreement • January 31st, 2000 • Special Devices Inc /De • Miscellaneous chemical products
1 EXHIBIT 10.20 Credit Agreement, dated December 12, 1996, between Registrant and Bank of America. 2 [LOGO] BANK OF AMERICA BUSINESS LOAN AGREEMENT NATIONAL TRUST AND SAVINGS ASSOCIATION This Agreement dated as of December 12, 1996, is between Bank of...Credit Agreement • January 28th, 1997 • Special Devices Inc /De • Miscellaneous chemical products • California
EXHIBIT 10.38 CAPITAL CALL AGREEMENT CAPITAL CALL AGREEMENT (as amended, supplemented or modified from time to time, this "Agreement"), dated as of September 18, 2000, made by and among J.F. Lehman Equity Investors I, L.P., a Delaware limited...Capital Call Agreement • January 26th, 2001 • Special Devices Inc /De • Miscellaneous chemical products • New York
LEASE AGREEMENT by and between AUTOSAFE AIRBAG 12 (CA) LP, a Delaware limited partnership and AUTOSAFE AIRBAG 14 (CA) LP, a Delaware limited partnership, tenants-in-common as LANDLORD and SPECIAL DEVICES, INCORPORATED, a Delaware corporation, as TENANTLease Agreement • June 13th, 2001 • Special Devices Inc /De • Miscellaneous chemical products
LEASE AGREEMENT, made as of the 4th day of June, 2001, between AUTOSAFE AIRBAG 12 (CA) LP, a Delaware limited partnership and AUTOSAFE AIRBAG 14 (CA) LP, a Delaware limited partnership, tenants-in-common (collectively, "Landlord"), both with an address c/o W.P. Carey & Co. LLC, 50 Rockefeller Plaza, 2nd Floor, New York, New York 10020, and SPECIAL DEVICES, INCORPORATED, a Delaware corporation ("Tenant"), with an address at 14370 White Sage Road, Moorpark, California 93021.
LOAN AND SECURITY AGREEMENT by and among SPECIAL DEVICES, INCORPORATED as Borrower, and FOOTHILL CAPITAL CORPORATION as Lender Dated as of June 27, 2001Loan and Security Agreement • September 12th, 2001 • Special Devices Inc /De • Miscellaneous chemical products • California
THIS LOAN AND SECURITY AGREEMENT (this "Agreement"), is entered into as of June 27, 2001, between FOOTHILL CAPITAL CORPORATION, a California corporation ("Lender") and SPECIAL DEVICES, INCORPORATED, a Delaware corporation ("Borrower").
LETTER AGREEMENTLoan Agreement • September 12th, 2003 • Special Devices Inc /De • Miscellaneous chemical products
This letter agreement (this "Letter Agreement") is entered into by and between Special Devices, Incorporated, a Delaware corporation (the "Company"), and Wells Fargo Foothill, Inc. (fka Foothill Capital Corporation, the "Lender"). Reference is made to that certain Loan and Security Agreement dated as of June 27, 2001, between the Company and Lender, as amended by those certain letter agreements dated as of July 17, 2002, October 22, 2002, March 28, 2003, and June 13, 2003 (as amended, the "Loan Agreement"). Capitalized terms used but not otherwise defined in this Letter Agreement shall have the meanings ascribed to them in the Loan Agreement. The term "Loan Documents" as defined in the Loan Agreement is hereby amended and supplemented to include this Letter Agreement.
SECOND SUPPLEMENTAL INDENTURE Dated as of September 21, 2000 to INDENTURE Dated as of December 15, 1998 between SPECIAL DEVICES, INCORPORATED, as Issuer and UNITED STATES TRUST COMPANY OF NEW YORK, as TrusteeSecond Supplemental Indenture • February 11th, 2005 • Special Devices Inc /De • Miscellaneous chemical products • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of September 21, 2000, among Special Devices, Incorporated, a Delaware corporation (the “Company”), Scot Incorporated, a Delaware corporation and a wholly owned subsidiary of the Company (“Scot”), and United States Trust Company of New York, as trustee (the “Trustee”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 13th, 2001 • Special Devices Inc /De • Miscellaneous chemical products • New York
FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of July 14, 1999, among SPECIAL DEVICES, INCORPORATED, a corporation organized under the laws of the State of Delaware (the "Borrower"), the lenders party to the Credit Agreement referred to below (collectively, the "Banks") and BANKERS TRUST COMPANY, as Administrative Agent. All capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement.
LETTER AGREEMENTLoan Agreement • June 16th, 2003 • Special Devices Inc /De • Miscellaneous chemical products
Reference is hereby made to that certain Loan and Security Agreement dated as of June 27, 2001 (the "Loan Agreement"), between Special Devices, Incorporated ("Borrower") and Foothill Capital Corporation ("Lender"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Loan Agreement.
Partnership agreement of SDI—Molan GmbH & Co. KGPartnership Agreement • September 12th, 2001 • Special Devices Inc /De • Miscellaneous chemical products
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 25th, 2001 • Special Devices Inc /De • Miscellaneous chemical products • New York
This AMENDMENT NO. 1, dated as of May 11, 2001 (this "Amendment"), to that certain ASSET PURCHASE AGREEMENT, dated as of March 27, 2001 (the "Asset Purchase Agreement" and, together with this Amendment, the "Agreement"), by and among SPECIAL DEVICES, INCORPORATED, a Delaware corporation ("Seller"), PS/EMC WEST LLC, a Delaware limited liability company ("Buyer"), and solely with respect to Section 7.2 thereof PACIFIC SCIENTIFIC COMPANY, a California corporation ("Parent"), is entered into by and among Seller, Buyer and Parent. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement.
August 10, 2004 Special Devices, Incorporated 14370 White Sage Road Moorpark, CA 93021 Attn: James ReederLoan and Security Agreement • February 11th, 2005 • Special Devices Inc /De • Miscellaneous chemical products • California
This waiver letter agreement (this “Letter Agreement”) is entered into by and between Special Devices, Incorporated, a Delaware corporation (“Borrower”), and Wells Fargo Foothill, Inc. (fka Foothill Capital Corporation, the “Lender”). Reference is made to that certain Loan and Security Agreement dated as of June 27, 2001, between Borrower and Lender, as amended by those certain letter agreements dated as of July 17, 2002, October 22, 2002, March 28, 2003, June 13, 2003, and July 29, 2003, and that certain Consent and Amendment No. 1 dated as of April 16, 2003 (as amended, the “Loan Agreement”). Capitalized terms used but not otherwise defined in this Letter Agreement shall have the meanings ascribed to them in the Loan Agreement. The term “Loan Documents” as defined in the Loan Agreement is hereby amended and supplemented to include this Letter Agreement.
AgreementAgreement • September 12th, 2001 • Special Devices Inc /De • Miscellaneous chemical products
The following parties hereby enter into this agreement with respect to SDI-Molan GmbH & Co. KG (hereinafter referred to as "the Company"):
CONSENT AND AMENDMENT NO. 1 TO LOAN DOCUMENTSLoan Agreement • June 16th, 2003 • Special Devices Inc /De • Miscellaneous chemical products
THIS CONSENT AND AMENDMENT NO. 1 TO LOAN DOCUMENTS (this "Amendment"), is entered into as of April 22, 2003, by and between FOOTHILL CAPITAL CORPORATION, a California corporation ("Lender"), and SPECIAL DEVICES, INCORPORATED, a Delaware corporation ("Borrower"), with reference to the following facts:
LETTER AGREEMENTLoan and Security Agreement • February 2nd, 2004 • Special Devices Inc /De • Miscellaneous chemical products
This letter agreement (this "Letter Agreement") is entered into by and between Special Devices, Incorporated, a Delaware corporation (the "Company"), and Wells Fargo Foothill, Inc. (fka Foothill Capital Corporation, the "Lender"). Reference is made to that certain Loan and Security Agreement dated as of June 27, 2001, between the Company and Lender, as amended by those certain letter agreements dated as of July 17, 2002, October 23, 2002, March 28, 2003, June 13, June 24, 2003, and July 29, 2003 (as amended, the "Loan Agreement"). Capitalized terms used but not otherwise defined in this Letter Agreement shall have the meanings ascribed to them in the Loan Agreement. The term "Loan Documents" as defined in the Loan Agreement is hereby amended and supplemented to include this Letter Agreement.
LETTER AGREEMENTLoan and Security Agreement • June 16th, 2003 • Special Devices Inc /De • Miscellaneous chemical products
Reference is made to that certain Loan and Security Agreement dated as of June 27, 2001, between Special Devices, Incorporated, a Delaware corporation (the "Company") and Foothill Capital Corporation (the "Lender") (the "Loan Agreement"). Capitalized terms used but not otherwise defined in this letter shall have the meanings ascribed to them in the Loan Agreement.
LETTER AGREEMENTLetter Agreement • June 16th, 2003 • Special Devices Inc /De • Miscellaneous chemical products
This letter agreement is entered into by and between Special Devices, Incorporated, a Delaware corporation (the "Company"), and Foothill Capital Corporation (the "Lender") (this "Letter Agreement"). Reference is made to that certain Loan and Security Agreement dated as of June 27, 2001, between the Company and Lender, as amended by that certain letter agreement dated as of July 17, 2002, and that certain letter agreement dated as of October 23, 2002 (as amended, the "Loan Agreement"). Capitalized terms used but not otherwise defined in this Letter Agreement shall have the meanings ascribed to them in the Loan Agreement. The term "Loan Documents" as defined in the Loan Agreement is hereby amended and supplemented to include this Letter Agreement.
SIXTH AMENDMENT AND CONSENT TO CREDIT AGREEMENTCredit Agreement • June 13th, 2001 • Special Devices Inc /De • Miscellaneous chemical products
SIXTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT (this "Amendment"), dated as of April 25, 2001, among SPECIAL DEVICES, INCORPORATED, a corporation organized under the laws of the State of Delaware (the "Borrower"), the lenders party to the Credit Agreement referred to below (collectively, the "Banks") and BANKERS TRUST COMPANY, as Administrative Agent. All capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement.
ASSET PURCHASE AGREEMENT DATED AS OF MARCH 27, 2001 BY AND AMONG SPECIAL DEVICES, INCORPORATED, PS/EMC WEST, LLC AND PACIFIC SCIENTIFIC CORPORATION (SOLELY WITH RESPECT TO SECTION 7.2 HEREOF)Asset Purchase Agreement • May 25th, 2001 • Special Devices Inc /De • Miscellaneous chemical products • New York
THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of March 27, 2001, by and among SPECIAL DEVICES, INCORPORATED, a Delaware corporation (the "Seller"), PS/EMC WEST, LLC, a Delaware limited liability company ("Buyer"), and, solely with respect to Section 7.2, PACIFIC SCIENTIFIC CORPORATION, a Delaware corporation ("Parent").
LETTER AGREEMENTLetter Agreement • September 12th, 2003 • Special Devices Inc /De • Miscellaneous chemical products
This letter agreement is entered into by and between Special Devices, Incorporated, a Delaware corporation (the "Company"), and Wells Fargo Foothill, Inc. (the "Lender") (this "Letter Agreement"). Reference is made to that certain Loan and Security Agreement dated as of June 27, 2001, between the Company and Lender (as amended, the "Loan Agreement"). Capitalized terms used but not otherwise defined in this Letter Agreement shall have the meanings ascribed to them in the Loan Agreement. The term "Loan Documents" as defined in the Loan Agreement is hereby amended and supplemented to include this Letter Agreement.
LETTER AGREEMENTLoan Agreement • June 16th, 2003 • Special Devices Inc /De • Miscellaneous chemical products
This letter agreement (this "Letter Agreement") is entered into by and between Special Devices, Incorporated, a Delaware corporation (the "Company"), and Wells Fargo Foothill, Inc. (fka Foothill Capital Corporation, the "Lender"). Reference is made to that certain Loan and Security Agreement dated as of June 27, 2001, between the Company and Lender, as amended by those certain letter agreements dated as of July 17, 2002, October 22, 2002, and March 28, 2003 (as amended, the "Loan Agreement"). Capitalized terms used but not otherwise defined in this Letter Agreement shall have the meanings ascribed to them in the Loan Agreement. The term "Loan Documents" as defined in the Loan Agreement is hereby amended and supplemented to include this Letter Agreement.
April 5, 2004 VIA HAND DELIVERY Mr. John J. Walsh Oak Park, CA 91377 Dear John:Employment Agreement • February 3rd, 2005 • Special Devices Inc /De • Miscellaneous chemical products
This letter memorializes our agreement (the “Agreement”) regarding continuance of your paid leave of absence and subsequent termination of your employment with Special Devices, Incorporated (“SDI”). Please confirm your acceptance of the Agreement by signing the duplicate copy of this letter where indicated on page 7 and returning it to me no later than May 10, 2004.
