AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, made this 26th day of May, 2000, by and between TERRY KLEIN ("T. Klein")(hereinafter referred to as "T. Klein" or "Securityholder"), U.S. COMMUNICATIONS, INC., a New Mexico corporation...Merger Agreement • June 9th, 2000 • Arguss Communications Inc • Water, sewer, pipeline, comm & power line construction • New Mexico
AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, made this 4th day of September, 1998, by and between MERLE SORENSON ("M. Sorenson"), BETTIE SORENSON ("B. SORENSON"), MARK SWANSON ("M. Swanson") and KAREN SWANSON ("K. SWANSON")...Merger Agreement • September 18th, 1998 • Arguss Holdings Inc • Special industry machinery, nec • Delaware
EXHIBIT (e)(8) EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of November 7, 2001 by and between Arguss Communications, Inc. a Delaware corporation (the "Company") and Arthur Trudel (the "Executive"). W I T N E S S E T H: WHEREAS, the Company...Employment Agreement • January 23rd, 2002 • Arguss Communications Inc • Water, sewer, pipeline, comm & power line construction • Maryland
CREDIT AGREEMENT DATED AS OF MARCH 19, 1999Credit Agreement • May 12th, 1999 • Arguss Holdings Inc • Special industry machinery, nec • Maryland
ACQUISITION AGREEMENT THIS ACQUISITION AGREEMENT, made this 19th day September, 1997 by and between SCOTT A. STEVENS ("Stevens"), BOBBY J. PAYNE ("Payne") and LAURIE HUTCHEISON ("Hutcheison") (hereinafter collectively referred to as "Securityholder"),...Acquisition Agreement • October 3rd, 1997 • Arguss Holdings Inc • Special industry machinery, nec • Delaware
FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Agreement") is made this 22nd day of March, 2000, by and among ARGUSS HOLDINGS, INC., a Delaware corporation with its principal office at One Church Street, Suite 302,...Credit Agreement • May 4th, 2000 • Arguss Holdings Inc • Water, sewer, pipeline, comm & power line construction • Maryland
AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, made this 2nd day of January, 1998, by and between RONALD D. PIERCE ("Pierce"), CAN-AM CONSTRUCTION, INC., a California corporation (the "Company"), ARGUSS HOLDINGS, INC., a Delaware...Merger Agreement • January 15th, 1998 • Arguss Holdings Inc • Special industry machinery, nec • Delaware
RIGHTS AGREEMENT Dated as of November 7, 2001 between ARGUSS COMMUNICATIONS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY as Rights AgentRights Agreement • December 3rd, 2001 • Arguss Communications Inc • Water, sewer, pipeline, comm & power line construction • New York
Agreement, dated as of November 7, 2001, between Arguss Communications, Inc., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Rights Agent").
AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, made this 6th day of October, 1997, by and between ALVIN K. WRIGHT ("Wright') (hereinafter referred to as "Securityholder"), RITE CABLE CONSTRUCTION, INC., a Florida corporation (the...Merger Agreement • January 15th, 1998 • Arguss Holdings Inc • Special industry machinery, nec • Delaware
RECITALS --------Financing and Security Agreement • March 16th, 1999 • Arguss Holdings Inc • Special industry machinery, nec • Maryland
EXHIBIT (e)(7) EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of November 7, 2001 by and between Arguss Communications, Inc. a Delaware corporation (the "Company") and Haywood Miller (the "Executive"). W I T N E S S E T H: WHEREAS, the Company...Employment Agreement • January 23rd, 2002 • Arguss Communications Inc • Water, sewer, pipeline, comm & power line construction • Maryland
41 RMPOLLAK:DC:54030.5:09/10/97:04:41 pmFinancing and Security Agreement • March 24th, 1998 • Arguss Holdings Inc • Special industry machinery, nec • Maryland
FORBEARANCE AND MODIFICATION AGREEMENTForbearance and Modification Agreement • November 14th, 2001 • Arguss Communications Inc • Water, sewer, pipeline, comm & power line construction • Maryland
This FORBEARANCE AND MODIFICATION AGREEMENT (this "Agreement") is entered into this the 7th day of November, 2001, between and among Arguss Communications Inc., formerly known as Arguss Holdings, Inc. (the "Borrower"), certain guarantors of the Borrower identified on the signature pages hereto (the "Guarantors"), the Lenders (as defined below) and Bank of America, N.A., formerly NationsBank, N.A., as administrative agent for the Lenders (in such capacity, the "Agent"). Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in the Credit Agreement (as defined below).
1 EXHIBIT 10 GUARANTEE AGREEMENT ------------------- IN CONSIDERATION of credit heretofore or hereafter extended by Citizens Bank New Hampshire, a guaranty savings bank organized under the laws of the State of New Hampshire, with a mailing address of...Guarantee Agreement • March 20th, 1997 • Conceptronic Inc / De • Special industry machinery, nec
AMENDMENT TO FORBEARANCE AND MODIFICATION AGREEMENT AND WAIVERForbearance and Modification Agreement • December 31st, 2001 • Arguss Communications Inc • Water, sewer, pipeline, comm & power line construction • Maryland
This AMENDMENT TO FORBEARANCE AND MODIFICATION AGREEMENT AND WAIVER (this "Agreement") is entered into as of the 26th day of December, 2001, among Arguss Communications Inc., formerly known as Arguss Holdings, Inc. (the "Borrower"), certain guarantors of the Borrower identified on the signature pages hereto (the "Guarantors"), the Lenders (as defined below) and Bank of America, N.A., formerly NationsBank, N.A., as administrative agent for the Lenders (in such capacity, the "Agent"). Capitalized terms used herein but not otherwise defined shall have the meanings set forth, or incorporated, in the Forbearance Agreement (as defined below).
SETTLEMENT AGREEMENT AND RELEASE BETWEEN ARGUSS COMMUNICATIONS, INC. AND RONALD D. PIERCE AND KENNETH R. OLSENSettlement Agreement • January 16th, 2002 • Arguss Communications Inc • Water, sewer, pipeline, comm & power line construction • Delaware
WHEREAS, on November 30, 2001, Ronald D. Pierce (“Pierce”) and Kenneth R. Olsen (“Olsen”) instituted a consent solicitation (“Consent Solicitation”) requesting that stockholders of Arguss Communications, Inc. (“Arguss”), submit written consents to three proposals (the “Proposals”) that would, if adopted, result in, among other things, a change in the management and board of directors of Arguss;
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • January 8th, 2002 • Arguss Communications Inc • Water, sewer, pipeline, comm & power line construction • New York
First Amendment to Rights Agreement (the “Amendment”), dated as of January 7, 2002, to the Rights Agreement, dated as of November 7, 2001 (the “Rights Agreement”), between Arguss Communications, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
SECOND AMENDMENT TO FORBEARANCE AND MODIFICATION AGREEMENTForbearance and Modification Agreement • February 1st, 2002 • Arguss Communications Inc • Water, sewer, pipeline, comm & power line construction • Maryland
This SECOND AMENDMENT TO FORBEARANCE AND MODIFICATION AGREEMENT (this “Agreement”) is entered into as of the 31st day of January, 2002, among Arguss Communications, Inc., formerly known as Arguss Holdings, Inc. (the “Borrower”), certain guarantors of the Borrower identified on the signature pages hereto (the “Guarantors”), the Lenders (as defined below) and Bank of America, N.A., formerly NationsBank, N.A., as administrative agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth, or incorporated, in the Forbearance Agreement (as defined below).
