Exhibit 10.6 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT This First Amendment to Second Amended and Restated Credit Agreement, dated as of March 22, 1996 (this "Amendment"), is made by and between Michael Baker Corporation (the...Credit Agreement • March 28th, 1996 • Baker Michael Corp • Services-management services
SKE INTERNATIONAL L.L.C. ("BUYER")Stock Purchase Agreement • June 15th, 2000 • Baker Michael Corp • Services-management services • Delaware
ANDRights Agreement • November 16th, 1999 • Baker Michael Corp • Services-management services • Pennsylvania
Exhibit 10.4(f) FIFTH AMENDMENT TO LOAN AGREEMENT --------------------------------- This Fifth Amendment to Loan Agreement, dated this 27th day of October, 2003, by and among Michael Baker Corporation, a Pennsylvania corporation ("MBC"), Michael...Loan Agreement • November 14th, 2003 • Baker Michael Corp • Services-management services • Pennsylvania
Exhibit 10.3(a) FIRST AMENDED AND RESTATED LOAN AGREEMENT Agreement, dated the 27th day of September, 2000, by and among the Borrowers (as hereinafter defined) and Mellon Bank, N.A., a national banking association (the "Bank"). W I T N E S S E T H: -...Loan Agreement • November 3rd, 2000 • Baker Michael Corp • Services-management services • Pennsylvania
Exhibit 10.3(e) EMPLOYMENT CONTINUATION AGREEMENT THIS AGREEMENT between Michael Baker Corporation, a Pennsylvania corporation (the "Company"), and Bradley L. Mallory (the "Executive"), dated as of this 23rd day of February, 2004. W I T N E S S E T H:...Employment Agreement • March 15th, 2004 • Baker Michael Corp • Services-management services • Pennsylvania
WITNESSETH:Employment Agreement • March 27th, 1998 • Baker Michael Corp • Services-management services
Exhibit 10.4(c) THIRD AMENDMENT TO LOAN AGREEMENT This Third Amendment to Loan Agreement, dated this 31st day of July, 2002, by and among Michael Baker Corporation, a Pennsylvania corporation ("MBC"), Michael Baker, Jr., Inc., a Pennsylvania...Loan Agreement • November 15th, 2002 • Baker Michael Corp • Services-management services • Pennsylvania
1 Exhibit 10.2(c) CONSULTING AGREEMENT This Consulting Agreement is entered into by and between Michael Baker Corporation, a Pennsylvania corporation (the "Corporation") and Richard L. Shaw, an individual (the "Executive"), effective April 25, 2001....Consulting Agreement • August 10th, 2001 • Baker Michael Corp • Services-management services • Pennsylvania
Exhibit 10.2(b) SUPPLEMENTAL AGREEMENT NO. 5 ---------------------------- This Supplemental Agreement No. 5 dated as of September 7, 1999 is entered into by and between MICHAEL BAKER CORPORATION, a Pennsylvania corporation (hereinafter referred to as...Employment Agreement • March 30th, 2000 • Baker Michael Corp • Services-management services
EXHIBIT 10.4(d) FOURTH AMENDMENT TO LOAN AGREEMENT This Fourth Amendment to Loan Agreement, dated this 24th day of March, 2003, by and among Michael Baker Corporation, a Pennsylvania corporation ("MBC"), Michael Baker, Jr., Inc., a Pennsylvania...Loan Agreement • March 28th, 2003 • Baker Michael Corp • Services-management services • Pennsylvania
Exhibit 10.3(d) EMPLOYMENT CONTINUATION AGREEMENT THIS AGREEMENT between Michael Baker Corporation, a Pennsylvania corporation (the "Company"), and Monica L. Iurlano (the "Executive"), dated as of this 1st day of April, 2003. W I T N E S S E T H:...Employment Continuation Agreement • May 30th, 2003 • Baker Michael Corp • Services-management services • Pennsylvania
ARTICLE I DEFINITIONSLoan Agreement • November 8th, 2004 • Baker Michael Corp • Services-management services • Pennsylvania
AMENDMENT NO. 1 TO CONSULTING AGREEMENTConsulting Agreement • March 15th, 2004 • Baker Michael Corp • Services-management services
This AMENDMENT NO. 1 to the Consulting Agreement between the parties is entered into by and between Michael Baker Corporation, a Pennsylvania Corporation (the "Corporation") and Richard L. Shaw, an individual (the "Executive"), effective April 26, 2003.
WITNESSETH:Office Sublease • March 28th, 2003 • Baker Michael Corp • Services-management services
Exhibit 10.4(e) REVOLVING CREDIT NOTERevolving Credit Note • May 30th, 2003 • Baker Michael Corp • Services-management services
FORM OF EMPLOYMENT CONTINUATION AGREEMENT AMENDED AND RESTATEDEmployment Continuation Agreement • March 5th, 2013 • Michael Baker Corp • Services-management services • Pennsylvania
THIS AGREEMENT between Michael Baker Corporation, a Pennsylvania corporation (the “Company”), and (the “Executive”), dated effective as of this day of , (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER by and among MICHAEL BAKER CORPORATION, INTEGRATED MISSION SOLUTIONS, LLC and PROJECT STEEL MERGER SUB, INC. Dated as of July 29, 2013Merger Agreement • August 14th, 2013 • Michael Baker Corp • Services-management services • Pennsylvania
This is an AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 29, 2013, by and among Michael Baker Corporation, a Pennsylvania corporation (the “Company”), Integrated Mission Solutions, LLC, a Delaware limited liability company (“Parent”), and Project Steel Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used in this Agreement and not defined where first used have the respective meanings ascribed to them in Annex A.
EXHIBIT 10.3(c) EMPLOYMENT CONTINUATION AGREEMENT THIS AGREEMENT between Michael Baker Corporation, a Pennsylvania corporation (the "Company"), and Richard W. Giffhorn (the "Executive"), dated as of this 23rd day of September 2002. W I T N E S S E T...Employment Continuation Agreement • March 28th, 2003 • Baker Michael Corp • Services-management services • Pennsylvania
MICHAEL BAKER CORPORATION Michael Baker Corporation Long-Term Incentive Plan AMENDMENT TO RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 13th, 2012 • Michael Baker Corp • Services-management services
WHEREAS, Michael Baker Corporation (the “Corporation”) and , an employee of the Corporation (the “Grantee”) have previously entered into an agreement (the “Agreement”) dated as of June 17, 2010 regarding a restricted stock award (the “Restricted Stock Award”) granted on such date under the Michael Baker Corporation Long-Term Incentive Plan;
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • April 2nd, 2012 • Michael Baker Corp • Services-management services • Pennsylvania
This Amendment No. 2, dated as of March 30, 2012 (this “Amendment”), by and between Michael Baker Corporation, a Pennsylvania corporation (the “Company”), and American Stock Transfer and Trust Company, LLC, a New York limited liability company (the “Rights Agent”), amends that certain Rights Agreement, dated as of November 16, 1999, as amended (the “Rights Agreement”), by and between the Company and the Rights Agent. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Rights Agreement.
EXHIBIT 10.2(B) AMENDMENT NO. 2 TO CONSULTING AGREEMENT This AMENDMENT NO. 2 to the Consulting Agreement between the parties is entered into by and between Michael Baker Corporation, a Pennsylvania Corporation (the "Corporation") and Richard L. Shaw,...Consulting Agreement • August 15th, 2006 • Baker Michael Corp • Services-management services
This AMENDMENT NO. 2 to the Consulting Agreement between the parties is entered into by and between Michael Baker Corporation, a Pennsylvania Corporation (the "Corporation") and Richard L. Shaw, an individual (the "Executive"), effective April 26, 2005.
EXHIBIT 10.7 OFFICE SUBLEASE THIS OFFICE SUBLEASE ("Sublease") is made and entered into as of the 6th day of August, 2001, by and between AIRSIDE BUSINESS PARK L.P., a Pennsylvania limited partnership ("Landlord") and MICHAEL BAKER JR. CORPORATION, a...Office Sublease • March 28th, 2003 • Baker Michael Corp • Services-management services • Pennsylvania
ARTICLE I DEFINITIONSLoan Agreement • November 9th, 2001 • Baker Michael Corp • Services-management services • Pennsylvania
MICHAEL BAKER CORPORATION Michael Baker Corporation Long-Term Incentive Plan RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 5th, 2010 • Baker Michael Corp • Services-management services • Pennsylvania
Michael Baker Corporation (the “Corporation”) and , a key employee (the “Grantee”) of the Corporation, in consideration of the covenants and agreements herein contained and intending to be legally bound hereby, agree as follows:
SUPPLEMENTAL AGREEMENT NO. 6Employment Agreement • March 16th, 2007 • Baker Michael Corp • Services-management services
This Supplemental Agreement No. 6 dated as of September 14, 2006 is entered into by and between MICHAEL BAKER CORPORATION, a Pennsylvania corporation (hereinafter referred to as the “Corporation”) and RICHARD L. SHAW, an individual (hereinafter referred to as the “Executive”).
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • November 6th, 2009 • Baker Michael Corp • Services-management services • Pennsylvania
THIS AMENDMENT, by and between Michael Baker Corporation, a Pennsylvania corporation (the “Company”) and American Stock Transfer and Trust Company, LLC, a New York limited liability company (the “Rights Agent”), dated as of November 5, 2009 (this “Amendment”), amends the Rights Agreement, dated as of November 16, 1999, by and between the Company and the Rights Agent (the “Rights Agreement”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Rights Agreement.
FACILITATION AGREEMENTFacilitation Agreement • July 30th, 2013 • Michael Baker Corp • Services-management services
This FACILITATION AGREEMENT (this “Agreement”), dated as of July 29, 2013, is entered into by and among Michael Baker Corporation, a Pennsylvania corporation (the “Company”), Integrated Mission Solutions, LLC, a Delaware limited liability company (“Parent”), Project Steel Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Thomas J. Campbell, an individual (the “Shareholder”).
SHARE PURCHASE AGREEMENT DATED AS OF SEPTEMBER 30, 2009 BY AND AMONG MICHAEL BAKER CORPORATION, BAKER HOLDING CORPORATION, BAKER OTS, INC., MICHAEL BAKER INTERNATIONAL, INC., WOOD GROUP E.&P.F. HOLDINGS, INC., WOOD GROUP HOLDINGS (INTERNATIONAL)...Share Purchase Agreement • October 6th, 2009 • Baker Michael Corp • Services-management services • Delaware
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of September 30, 2009, by and among WOOD GROUP E.&P.F. HOLDINGS, INC., a Delaware corporation, WOOD GROUP HOLDINGS (INTERNATIONAL) LIMITED, a limited company incorporated in Scotland, United Kingdom, and WOOD GROUP ENGINEERING AND OPERATIONS SUPPORT LIMITED, a limited company incorporated in Scotland, United Kingdom (each a “Buyer” and collectively, the “Buyers”), MICHAEL BAKER CORPORATION, a Pennsylvania corporation (“Baker”), BAKER HOLDING CORPORATION, a Delaware corporation, BAKER OTS, INC., a Delaware corporation, and MICHAEL BAKER INTERNATIONAL, INC., a Delaware corporation (each of Baker, Baker Holding Corporation, Baker OTS, Inc., and Michael Baker International, Inc., a “Seller” and collectively, the “Sellers”). Buyers and the Sellers are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 30th, 2013 • Michael Baker Corp • Services-management services
This is AMENDMENT NO. 1 to the Agreement and Plan of Merger, dated as of August 30, 2013 (this “Amendment”), by and among Michael Baker Corporation, a Pennsylvania corporation, Integrated Mission Solutions, LLC, a Delaware limited liability company, and CDL Acquisition Co. Inc., a Pennsylvania corporation that is a wholly owned Subsidiary of Parent and the successor by merger to Project Steel Merger Sub, Inc. (together, the “Parties”).
AMENDMENT NO. 8 TO CONSULTING AGREEMENTConsulting Agreement • March 3rd, 2011 • Michael Baker Corp • Services-management services
This AMENDMENT NO. 8 to the Consulting Agreement between the parties is entered into by and between Michael Baker Corporation, a Pennsylvania Corporation (the “Corporation”) and Richard L. Shaw, an individual (the “Executive”), effective April 26, 2011.
CREDIT AGREEMENT entered into by and among MICHAEL BAKER CORPORATION MICHAEL BAKER, JR., INC. and MICHAEL BAKER ENGINEERING, INC. as borrowers, The Guarantor parties thereto, The Bank parties thereto, CITIZENS BANK OF PENNSYLVANIA as Administrative...Credit Agreement • October 6th, 2010 • Baker Michael Corp • Services-management services • Pennsylvania
reformed and modified to reflect such reduction; and (5) the Borrowers shall have no action against the Agent or the Banks for any damages arising out of the payment or collection of any Excess Interest.
AMENDMENT NO. 2 TO RETENTION AGREEMENTRetention Agreement • August 6th, 2009 • Baker Michael Corp • Services-management services
THIS AMENDMENT NO. 2 (the “Amendment”) made as of the 21st day of May 2009 to the Retention Agreement dated as of the 12th of June 2007, as amended by Amendment No. 1 dated as of the 17th of December 2008, is entered into between Michael Baker Corporation (the “Company”) and John D. Whiteford (the “Employee”) who is employed by the Energy Division of Michael Baker Corporation (“Energy”).
STOCK PURCHASE AGREEMENT DATED AS OF OCTOBER 1, 2011 BY AND AMONG RBF CONSULTING, THE SIGNIFICANT SHAREHOLDERS, AND JAMES E. MCDONALD AS SHAREHOLDERS’ REPRESENTATIVE, AND MICHAEL BAKER CORPORATIONStock Purchase Agreement • October 6th, 2011 • Michael Baker Corp • Services-management services • Nevada
This STOCK PURCHASE AGREEMENT, dated as of October 1, 2011 (this “Agreement”), by and among RBF CONSULTING, a California corporation (the “Company”), the SIGNIFICANT SHAREHOLDERS (as defined herein), and JAMES E. MCDONALD, as agent for the Sellers (as defined herein) (the “Shareholders’ Representative”), and MICHAEL BAKER CORPORATION, a Pennsylvania corporation (“Buyer”).
SECOND AMENDMENT TO THE FIRST AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 15th, 2010 • Baker Michael Corp • Services-management services
THIS SECOND AMENDMENT TO THE FIRST AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of September 25, 2009, by and among MICHAEL BAKER CORPORATION, a Pennsylvania corporation (“MBC”), MICHAEL BAKER, JR., INC., a Pennsylvania corporation (“Michael Baker Jr.”), BAKER/MO SERVICES, INC., a Texas corporation (“Baker/MO”), BAKER/OTS, INC., a Delaware corporation (“Baker/OTS”), BAKER ENGINEERING NY, INC., a New York corporation (“Baker NY”) (MBC, Michael Baker Jr., Baker/MO, Baker/OTS and Baker NY are sometimes individually referred to herein as a “Borrower” and collectively as the “Borrowers”), the Bank parties hereto from time to time and CITIZENS BANK OF PENNSYLVANIA, a banking association organized and existing under the laws of the Commonwealth of Pennsylvania, as administrative agent for the Bank parties hereunder (in such capacity, together with the successors in such capacity, the “Agent”).
