Foothill. March 2, 1998 Intergraph Corporation Huntsville, Alabama 35894-0001 Attention: John W. Wilhoite Re: Letter Agreement dated as of March 2, 1998 between Foothill Capital Corporation ("Foothill") and Intergraph Corporation ("Intergraph")...Letter Agreement • March 17th, 1998 • Intergraph Corp • Services-computer integrated systems design
This letter will serve as written notification pursuant to paragraph 3 of the Foothill Consent that all required Participant consents to the Foothill Consent have been obtained. The Foothill Consent is hereby effective and the documents held by Balch & Bingham L.L.P. may be deemed delivered and effective.
ASSET PURCHASE AGREEMENT BY AND AMONG INTERGRAPH CORPORATION AND THE OTHER SELLING ENTITIES SPECIFIED HEREIN AND UNIGRAPHICS SOLUTIONS INC. AND THE OTHER ACQUIRING ENTITIES SPECIFIED HEREIN ASSET PURCHASE AGREEMENT TABLE OF CONTENTS PageAsset Purchase Agreement • March 17th, 1998 • Intergraph Corp • Services-computer integrated systems design • Delaware
Unigraphics Solutions Inc. 13736 Riverport Drive Maryland Heights, Missouri 63043 March 2, 1998Asset Purchase Agreement • March 17th, 1998 • Intergraph Corp • Services-computer integrated systems design
Reference is made to the Asset Purchase Agreement dated as of the date hereof (the "Asset Purchase Agreement") by and among Intergraph Corporation ("Intergraph"), the other Selling Entities identified therein, Unigraphics Solutions Inc. ("Unigraphics") and the other Acquiring Entities identified therein. In connection with the consummation of the transactions contemplated by the Asset Purchase Agreement, Unigraphics agrees that, during the period commencing on the date hereof and ending on the later of (i) March 2, 2000 or (ii) the end of the term of the Lease Agreement (as defined in the Purchase Agreement), neither it nor any of its subsidiaries will, directly or indirectly, solicit to employ any of Intergraph's Huntsville, Alabama or Paris, France Development Center based software development personnel or development managers who are a part of Intergraph's Jupiter technology development effort (i.e., the Solid Edge Common Code, as such term is defined in the Asset Purchase Agreement
PARTIAL RELEASE OF COPYRIGHTSIntergraph Corp • March 17th, 1998 • Services-computer integrated systems design
This Partial Release of Copyrights dated as of March 2, 1998 (this "Release") is made by Foothill Capital Corporation, acting in its capacity as secured party (in such capacity, the "Secured Party"), in favor of Intergraph Corporation (the "Debtor").
WITNESSETH WHEREAS, pursuant to a Trademark Security Agreement recorded in the records of the United States Patent and Trademark Office on January 21, 1997 beginning at Reel 1527, Frame 0558 from the Debtor in favor of Secured Party, the Debtor...Partial Release • March 17th, 1998 • Intergraph Corp • Services-computer integrated systems design
This Partial Release of Trademarks dated as of March 2, 1998 (this "Release") is made by Foothill Capital Corporation, acting in its capacity as secured party (in such capacity, the "Secured Party"), in favor of Intergraph Corporation (the "Debtor").
