RECITALSVoting Agreement • March 10th, 1999 • Cmco Inc • Plastics, foil & coated paper bags • Delaware
March 5, 1999Letter Agreement • March 10th, 1999 • Cmco Inc • Plastics, foil & coated paper bags • Delaware
EXHIBIT 1Exhibit 1 • November 18th, 1998 • Cmco Inc • Plastics, foil & coated paper bags
The undersigned acknowledge and agree that, with respect to securities of Uniflex, Inc. held by CMCO, Inc., Robert Davidoff, and CMNY Capital, L.P., the undersigned may be required to file a statement containing the information required by Schedule 13D under the Securities Exchange Act of 1934 (the "Exchange Act") with respect to the same securities. Accordingly, pursuant to Rule 13d-1(f)(1) of the Exchange Act, the undersigned acknowledge and agree that such statements on Schedule 13D shall be deemed filed on behalf of each of them, and that for such purpose each of the undersigned appoints Robert Davidoff and Edwin S. Marks, or either of them, with power of substitution, to execute and file, in the name and on behalf of the undersigned, any and all such Schedules 13D and amendments thereto.
Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments...Joint Filing Agreement • March 10th, 1999 • Cmco Inc • Plastics, foil & coated paper bags
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $.10 per share, of Uniflex, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of March 5, 1999.
RECITALS4 Voting Agreement • March 10th, 1999 • Cmco Inc • Plastics, foil & coated paper bags • Delaware
March 5, 1999 Uniflex, Inc. 383 West John Street Hicksville, New York 11802 Ladies and Gentlemen: AlliedSignal Inc. Master Pension Trust ("AlliedSignal") is pleased to provide its commitment, subject to the terms and conditions herein, to purchase...Cmco Inc • March 10th, 1999 • Plastics, foil & coated paper bags
This commitment is conditional upon (i) completion, with results satisfactory to AlliedSignal, of our due diligence examination of Uniflex, its operations, facilities, financial condition and personnel; (ii) execution and delivery of the Definitive Documentation in form and substance satisfactory to AlliedSignal; (iii) consummation of the merger between Uniflex and Uniflex Acquisition Corp., as contemplated by that certain Agreement and Plan of Merger and Recapitalization dated March 5, 1999; and (iv) $23,500,000 in funds being provided to Uniflex by The Chase Manhattan Bank ("Chase") and Fleet Bank, National Association ("Fleet") pursuant to Senior Secured Credit Facilities as contemplated by the commitment letter from Chase and Fleet to Uniflex of even date herewith.
