EXHIBIT 10(g)
AMENDMENT TO NOTE PURCHASE AGREEMENT
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This AMENDMENT to the Note Purchase Agreement (the "Amendment") is
made and entered into as of December 20, 1993, by and among AAI
CORPORATION, a Maryland corporation (the "Company"), and PRINCIPAL
MUTUAL LIFE INSURANCE COMPANY ("Principal Mutual"), an Iowa
Corporation, and amends that certain Note Purchase Agreement, dated as
of July 15, 1992, (the "Note Purchase Agreement"), by and among the
Company and Principal Mutual, The Travelers Insurance Company and The
Travelers Indemnity Company of Rhode Island, (collectively, the
"Purchasers"), relating to the issuance and sale by the Company to the
Purchasers of $25,000,000 aggregate principal amount of its 8.65%
Senior Notes Due 1999 (the "Notes"). Principal Mutual owns in the
aggregate $13,000,000 principal amount of the total issue of
$25,000,000. United Industrial Corporation ("UIC"), the parent of
AAI, guaranteed the payment of the Notes pursuant to the Guaranty
Agreement, dated as of July 15, 1992.
The Company has requested that Principal Mutual modify the Note
Purchase Agreement by amending Section 6.8 dealing with "Restriction
on Liens" so that the Company may be allowed to incur liens to secure
a guarantee to Bank Leumi Trust Company of New York (the "Bank") to
induce the Bank to provide a line of credit to Pioneer UAV, Inc., a
joint venture, in which the Company is a 50% participant. Principal
Mutual has agreed to the Company's request, provided, the Company
agrees to covenant that under no circumstances will the Notes be
subordinate to the Company's indebtedness to the Bank.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the undersigned do hereby covenant and agree as
follows:
1. Definitions
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Terms used and not defined herein shall have the respective
meanings ascribed to such terms in the Note Purchase Agreement.
2. Addition of Section 5.11 to the Note Purchase Agreement
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A new Section 5.11 (Affirmative Covenant) is added by inserting
the following language:
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"Section 5.11 Ranking All obligations of the Company under this
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Agreement and the Notes constitute direct, unconditional and
general obligations of the Company and under no circumstances
will the obligations of the Company under this Agreement and the
Notes rank in right of payment subordinate to the indebtedness of
the Company to Bank Leumi Trust Company of New York."
3. Amendments to Section 6.8 of the Note Purchase Agreement
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3.1 The last sentence of subsection (v) of Section 6.8 of the
Note Purchase Agreement is amended by deleting the period at
the end thereof and inserting ";" and " in lieu thereof.
3.2 A new subsection (vi) is added after subsection (v) by
inserting the following language:
"(vi) liens securing the guarantee provided by the Company
up to a maximum of $750,000 to Bank Leumi Trust Company of
New York to provide a line of credit to Pioneer UAV, Inc."
4. Representations and Warranties
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In order to induce Principal Mutual to enter into this Amendment,
the Company represents and warrants as follows:
4.1 The above covenant is hereby incorporated in this Amendment.
4.2 There exists no Event of Default on the date hereof.
4.3 The execution and delivery by the Company of this Amendment
has been duly authorized by all necessary corporate action,
and this Amendment constitutes a legal, valid and binding
obligation of the Company enforceable against the Company in
accordance with its terms.
4.4 No dissolution proceedings with respect to the Company have
been commenced or are contemplated, and there has been no
material adverse change in the business, conditions, or
operations (financial or otherwise) of the Company and its
Subsidiaries taken as a whole, except as previously
disclosed to Principal Mutual.
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4.5 Neither the execution and delivery by the Company of this
Amendment nor compliance with the provisions hereof will
violate any law, rule, regulation, ordinance, order, writ,
judgment, injunction, decree or award binding on the Company
or any charter, instrument or by-law of the Company or the
provisions of any loan, indenture, instrument or agreement
to which the Company is a party or is subject, or by which
it or its property is bound, or conflicts with or
constitutes a default hereunder.
5. Miscellaneous
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5.1 The terms of this Amendment shall not operate as a waiver by
Principal Mutual of any of the provisions of, or otherwise
prejudice, remedies or powers under the Note Purchase
Agreement, the Notes or applicable law and shall not operate
as a waiver or otherwise prejudice any rights Principal
Mutual may have against any other Person. Except as set
forth herein, none of the terms or provisions of either the
Note Purchase Agreement or the Notes shall be deemed to be
modified hereby, and each of the Note Purchase Agreement and
the Notes, as modified herein, shall continue in full force
and effect.
5.2 All headings and captions preceding the text of the Sections
of this Amendment are intended solely for convenience or
reference and shall not constitute a part of this Amendment,
nor shall they affect its meaning, construction or effect.
5.3 This Amendment may be executed by the parties hereto in
separate counterparts, each of which taken together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their authorized officers as of the date first
written above.
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
By:
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By:
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AAI Corporation
By:
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Its:
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