SECURITY AGREEMENTSecurity Agreement • July 20th, 2005 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • New York
THIS SECURITY AGREEMENT (this “Agreement”), dated as of July 18, 2005, among AAI CORPORATION, a Maryland corporation (the “Borrower”), UNITED INDUSTRIAL CORPORATION, a Delaware corporation (“UIC”), the Subsidiaries of the Borrower signatory hereto and each other subsidiary of the Borrower hereafter a party hereto (Borrower, UIC, each Subsidiary of the Borrower a party hereto and each other Subsidiary of the Borrower hereafter becoming a party hereto shall be collectively known as the “Grantors”, and individually as a “Grantor”), in favor of SUNTRUST BANK, a Georgia banking corporation, as the Administrative Agent (the “Administrative Agent”), on its behalf and on behalf of the other banks and lending institutions (the “Lenders”) from time to time party to the Revolving Credit Agreement, dated as of the date hereof, by and among the Borrower, UIC, the Administrative Agent, the Lenders, and SunTrust Bank, as Issuing Bank and as Swingline Lender (as amended, restated, supplemented, or oth
SUBSIDIARY GUARANTY AGREEMENTSubsidiary Guaranty Agreement • July 20th, 2005 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • New York
THIS SUBSIDIARY GUARANTY AGREEMENT (the “Agreement”), dated as of July 18, 2005, by and among AAI CORPORATION, a Maryland corporation (the “Borrower”), each of the subsidiaries of the Borrower listed on Schedule I hereto (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) and SUNTRUST BANK, a Georgia banking corporation, as administrative agent (the “Administrative Agent”) for the benefit of itself and the several banks and other financial institutions (the “Lenders”) from time to time party to the Revolving Credit Agreement, dated as of the date hereof, by and among the Borrower, United Industrial Corporation, the several banks and other financial institutions from time to time party thereto(the “Lenders”), the Administrative Agent, and SunTrust Bank, as Issuing Bank and as Swingline Lender (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined herein
REVOLVING CREDIT AGREEMENT dated as of July 18, 2005 among AAI CORPORATION as Borrower, UNITED INDUSTRIAL CORPORATION as Parent, THE LENDERS FROM TIME TO TIME PARTY HERETO, KEYBANK NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCATION, as...Revolving Credit Agreement • July 20th, 2005 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • New York
THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of July 18, 2005, by and among AAI CORPORATION, a Maryland corporation (the “Borrower”), UNITED INDUSTRIAL CORPORATION, a Delaware corporation (the “Parent”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).
PARENT GUARANTY AGREEMENTParent Guaranty Agreement • July 20th, 2005 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • New York
THIS PARENT GUARANTY AGREEMENT (the “Agreement”), dated as of July 18, 2005, by and among UNITED INDUSTRIAL CORPORATION, a Delaware corporation (the “Guarantor”) and SUNTRUST BANK, a Georgia banking corporation, as administrative agent (the “Administrative Agent”) for the benefit of itself and the several banks and other financial institutions (the “Lenders”) from time to time party to the Revolving Credit Agreement, dated as of the date hereof, by and among the AAI Corporation, a Maryland corporation (the “Borrower”), Guarantor, the several banks and other financial institutions from time to time party thereto(the “Lenders”), the Administrative Agent, and SunTrust Bank, as Issuing Bank and as Swingline Lender (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined herein shall the meanings assigned to such terms in the Credit Agreement).
ENVIRONMENTAL INDEMNITY AGREEMENTIndemnity Agreement • July 20th, 2005 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • New York
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”), made as of the 18th day of July, 2005, by AAI CORPORATION, a Maryland corporation, UNITED INDUSTRIAL CORPORATION, a Delaware corporation, AAI SERVICES CORPORATION, a Maryland corporation, AAI/ACL TECHNOLOGIES, INC., a Maryland corporation (each individually an “Indemnitor” and collectively, the “Indemnitors”), and each of the Indemnitors’ Subsidiaries hereafter party hereto (Indemnitors and each of such Subsidiaries shall be collectively known as the “Grantors”), for the benefit of SUNTRUST BANK, as administrative agent (the “Administrative Agent”) for itself and the several banks and other financial institutions (the “Lenders”) that are or become parties to the Credit Agreements (as defined below). The Administrative Agent (for itself and for the Lenders) is hereinafter referred to as the “Beneficiary”.
PARENT PLEDGE AGREEMENTParent Pledge Agreement • July 20th, 2005 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • New York
THIS PARENT PLEDGE AGREEMENT (this “Pledge Agreement”), dated as of July 18, 2005, among UNITED INDUSTRIAL CORPORATION, a Delaware corporation (the “Pledgor”), in favor of SUNTRUST BANK, a Georgia banking corporation, as Administrative Agent (the “Administrative Agent”), on its behalf and on behalf of the other banks and lending institutions (the “Lenders”) from time to time party to the Revolving Credit Agreement, dated as of the date hereof, by and among the Pledgor, AAI Corporation, a Maryland corporation (the “Borrower”), the Administrative Agent, the Lenders, and SunTrust Bank, as Issuing Bank and as Swingline Lender (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”).
BORROWER PLEDGE AGREEMENTBorrower Pledge Agreement • July 20th, 2005 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • New York
THIS BORROWER PLEDGE AGREEMENT (this “Pledge Agreement”), dated as of July 18, 2005, among AAI CORPORATION, a Maryland corporation (the “Borrower”), the Subsidiaries of the Borrower signatory hereto and each other subsidiary of the Borrower hereafter a party hereto (each a “Subsidiary Pledgor” and collectively the “Subsidiaries Pledgors”; Borrower, each Subsidiary Pledgor and each other Subsidiary hereafter becoming a party hereto shall be collectively known as the “Pledgors”, and individually as “Pledgor”), in favor of SUNTRUST BANK, a Georgia banking corporation, as Administrative Agent (the “Administrative Agent”), on its behalf and on behalf of the other banks and lending institutions (the “Lenders”) from time to time party to the Revolving Credit Agreement, dated as of the date hereof, by and among the Borrower, United Industrial Corporation the Administrative Agent, the Lenders, and SunTrust Bank, as Issuing Bank and as Swingline Lender (as amended, restated, supplemented, or oth
