0000950109-01-500284 Sample Contracts

AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT OF MARK A. KIRK
Scott Technologies Inc • March 23rd, 2001 • Search, detection, navagation, guidance, aeronautical sys

THIS AMENDMENT NO. 2 is made this 25 day of September, 1999, by and between SCOTT TECHNOLOGIES, INC., a Delaware corporation (hereinafter referred to as the "Company") and Mark A. Kirk, an executive officer of the Company (hereinafter referred to as the "Executive"):

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SEPARATION AGREEMENT
Separation Agreement • March 23rd, 2001 • Scott Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Ohio

This SEPARATION AGREEMENT ("Agreement") is entered into as of this 10th day of November, 2000, by and between Scott Technologies, Inc. (the "Company") and Glen W. Lindemann (the "Executive").

AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT OF ROBERT P. COLLINS
Management Agreement • March 23rd, 2001 • Scott Technologies Inc • Search, detection, navagation, guidance, aeronautical sys

THIS AMENDMENT NO. 1 is made this 14 day of September, 2000, by and between SCOTT TECHNOLOGIES, INC., a Delaware corporation (hereinafter referred to as the "Company") and Robert P. Collins, an executive officer of the Company (hereinafter referred to as "Executive"):

AMENDMENT NO. 4 TO MANAGEMENT AGREEMENT
Management Agreement • March 23rd, 2001 • Scott Technologies Inc • Search, detection, navagation, guidance, aeronautical sys

THIS AMENDMENT NO. 4 is made this 16 day of February, 2001, by and between SCOTT TECHNOLOGIES, INC., a Delaware corporation (hereinafter referred to as the "Company") and Robert P. Collins, an executive employee of the Company (hereinafter referred to as the "Executive"):

SECOND AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • March 23rd, 2001 • Scott Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware

AMENDMENT, dated as of February 4, 2001 (the "Amendment"), to the Agreement, dated as of December 15, 1998, and amended July 31, 2000 (the "Rights Agreement"), between Scott Technologies, Inc., a Delaware corporation (the "Company"), and National City Bank, as Rights Agent (the "Rights Agent").

MASTER AGREEMENT FOR STANDBY LETTERS OF CREDIT TERMS AND CONDITIONS
Master Agreement • March 23rd, 2001 • Scott Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • New York

The undersigned ("Applicant") will require, from time to time, Standby Letters of Credit. General Electric Capital Corporation ("GE Capital") will, upon Applicant's application therefor, and to the extent such application is approved by GE Capital in its sole discretion, issue Standby Letters of Credit or arrange for the issuance thereof through an indirect wholly-owned subsidiary of GE Capital. Each Credit will be governed by and interpreted in accordance with the following terms and conditions. Capitalized terms shall have the meanings accorded them in Section 9, Definitions, below.

AMENDMENT NO. 4 TO MANAGEMENT AGREEMENT
Management Agreement • March 23rd, 2001 • Scott Technologies Inc • Search, detection, navagation, guidance, aeronautical sys

THIS AMENDMENT NO. 4 is made this 16 day of February, 2001, by and between SCOTT TECHNOLOGIES, INC., a Delaware corporation (hereinafter referred to as the "Company") and Debra L. Kackley, an executive employee of the Company (hereinafter referred to as the "Executive"):

RETENTION AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • March 23rd, 2001 • Scott Technologies Inc • Search, detection, navagation, guidance, aeronautical sys

THIS RETENTION AMENDMENT is made this 1 day of October, 2000, by and between SCOTT TECHNOLOGIES, INC., a Delaware corporation (hereinafter referred to as the "Company") and Debra L. Kackley, an executive employee of the Company (hereinafter referred to as the "Executive"):

AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT OF ROBERT P. COLLINS
Management Agreement • March 23rd, 2001 • Scott Technologies Inc • Search, detection, navagation, guidance, aeronautical sys

THIS AMENDMENT NO. 2 is made this 10th day of October, 2000, by and between SCOTT TECHNOLOGIES, INC., a Delaware corporation (hereinafter referred to as the "Company") and Robert P. Collins, an executive officer of the Company (hereinafter referred to as the "Executive"):

INDEMNITY AGREEMENTS BETWEEN THE COMPANY AND ITS DIRECTORS AND/OR EXECUTIVE OFFICERS
Indemnity Agreement • March 23rd, 2001 • Scott Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
AMENDMENT NO. 3 TO MANAGEMENT AGREEMENT OF ROBERT P. COLLINS
Scott Technologies Inc • March 23rd, 2001 • Search, detection, navagation, guidance, aeronautical sys

THIS AMENDMENT NO. 3 is made this 15 day of November, 2000, by and between SCOTT TECHNOLOGIES, INC., a Delaware corporation (hereinafter referred to as the "Company") and Robert P. Collins, an executive officer of the Company (hereinafter referred to as the "Executive"):

RELEASE OF ALL CLAIMS
Scott Technologies Inc • March 23rd, 2001 • Search, detection, navagation, guidance, aeronautical sys

This Release Of All Claims extends to all claims of every kind or nature whatsoever, whether known or unknown, suspected or unsuspected.

WAIVER NO. 7
Scott Technologies Inc • March 23rd, 2001 • Search, detection, navagation, guidance, aeronautical sys • New York

WAIVER NO. 7 (this "Waiver"), dated as of January 25, 2001, among Scott Technologies, Inc., a Delaware corporation ("Borrower"), the Lenders party to the Credit Agreement referred to below ("Lenders") and General Electric Capital Corporation, a New York corporation, as agent for said Lenders ("Agent"), to the Credit Agreement referred to below.

AMENDMENT NO. 3 TO MANAGEMENT AGREEMENT
Management Agreement • March 23rd, 2001 • Scott Technologies Inc • Search, detection, navagation, guidance, aeronautical sys

THIS AMENDMENT NO. 3 is made this 16 day of February, 2001, by and between SCOTT TECHNOLOGIES, INC., a Delaware corporation (hereinafter referred to as the "Company") and Mark A. Kirk, an executive employee of the Company (hereinafter referred to as the "Executive"):

AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT OF DEBRA L. KACKLEY
Scott Technologies Inc • March 23rd, 2001 • Search, detection, navagation, guidance, aeronautical sys

THIS AMENDMENT NO. 2 is made this 21 day of September, 1999, by and between SCOTT TECHNOLOGIES, INC., a Delaware corporation (hereinafter referred to as the "Company") and Debra L. Kackley, an executive officer of the Company (hereinafter referred to as the "Executive"):

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