FIRST AMENDMENT TO
REVOLVING LINE OF CREDIT LOAN AGREEMENT, TERM
LOAN AGREEMENT AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO REVOLVING LINE OF CREDIT LOAN AGREEMENT, TERM LOAN
AGREEMENT AND SECURITY AGREEMENT (the "First Amendment") is made as of October
1, 1998, by and between United Industrial Corporation, a Delaware corporation,
having an address of 18 E. 48th Street, New York, New York 10017, and the other
Persons signing below as the Borrower (collectively, the "Borrower"), and FIRST
UNION COMMERCIAL CORPORATION, a North Carolina corporation, having an address of
1970 Chain Bridge Road, McLean, Virginia 22101 ("Lender").
RECITALS
A. The Borrower and the Lender are parties to a Revolving Line of Credit
Loan Agreement, Term Loan Agreement and Security Agreement, dated as of June 11,
1997 (the "Loan Agreement"), whereby Lender is providing certain credit
facilities to the Borrower.
B. The Borrower has requested that the Lender agree to amend two of the
covenants contained in the Loan Agreement, and the Lender has agreed to the
Borrower's request.
AGREEMENTS
NOW, THEREFORE, in consideration of the premises, the mutual agreements
herein contained, and other good and valuable consid eration, the receipt and
sufficiency of which are hereby acknowl edged, the Borrower and the Lender
hereby agree as follows:
1. Paragraph d of Section 6.14 of the Loan Agreement is amended by revising the
Tangible Net Worth requirements for the quarters ending September 30, 1998 and
thereafter as follows:
Borrower shall maintain a minimum Tangible Net Worth of Eighty Million
Dollars ($80,000,000.00) as of September 30, 1998; provided, that the
required minimum Tangible Net Worth shall increase by One Million, Five
Hundred Thousand Dollars ($1,500,000.00) on the last day of each calendar
quarter commencing December 31, 1998 and continuing on the last day of
each subsequent calendar quarter to and including March 31, 2000.
2. Clause (i) of the second sentence of Section 7.7 of the Loan Agreement is
deleted in its entirety and replace with the following:
Borrower may make investments in or loans to ETI, provided that the
aggregate amount of all of Borrower's loans to or investments in ETI shall
at no time exceed the sum of Fifteen Million Dollars ($15,000,000.00) and
provided, further, that any guaranty of an indebtedness of ETI or other
contingent contractual obligations arising out of an obligation of ETI
shall be considered an investment in ETI for purposes of the foregoing
limitation, but contingent liabilities incurred under indemnity agreements
given to induce a surety to issue a performance or payment bond required
of ETI in connection with a contract to provide goods or services to one
of ETI's customers shall not be considered an investment in ETI for
purposes of the foregoing limitation;
3. The Borrower covenants to take all actions necessary to assure that the
Borrower's computer based systems are able to operate and effectively process
data including dates for after January 1, 2000. At the request of Bank, Borrower
shall provide Bank assurance acceptable to Bank of Borrower's Year 2000
compatibility.
4. The Borrower warrants and represents to the Lender that:
a. Borrower has the power and authority to enter into this First
Amendment, to perform its obligations hereunder, to execute all
documents being executed and delivered in connection herewith, and
to incur the obligations provided for herein, all of which have been
duly authorized and approved in accordance with the Borrower's
organizational documents;
b. This First Amendment, together with all documents executed in
connection herewith or pursuant hereto, shall constitute when
executed the valid and legally binding obligations of the Borrower
in accordance with their respective terms;
c. The Borrower's obligations under the Loan Documents remain valid and
enforceable obligations, and the execution and delivery of this
First Amendment and the other documents executed in connection
herewith shall not be construed as a novation of the Loan Agreement
or the other Loan Documents.
5. Except as modified by this First Amendment, the Loan Agreement remains in
full force and effect and unmodified. Borrower warrant and represent that it has
no offsets or defenses to its obligations under the Loan Documents, as so
modified.
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IN WITNESS WHEREOF, the undersigned have duly executed this First
Amendment, or have caused this First Amendment to be duly executed on their
behalf, as of the day and year first hereinabove set forth.
UNITED INDUSTRIAL CORPORATION
By: /s/ James Perry
---------------------------------
James Perry, Treasurer &
Chief Financial Officer
AAI CORPORATION
By: /s/ Paul J. Michaud
----------------------------
Paul J. Michaud, Vice President,
Chief Financial Officer &
Treasurer
AAI ENGINEERING SUPPORT, INC.
By: /s/ Paul J. Michaud
---------------------------
Paul J. Michaud, Vice President,
Chief Financial Officer &
Treasurer
AAI SYSTEMS MANAGEMENT, INC.
By: /s/ Paul J. Michaud
---------------------------
Paul J. Michaud, Vice President,
Chief Financial Officer &
Treasurer
AAI/ACL TECHNOLOGIES, INC.
By: /s/ Paul J. Michaud
---------------------------
Paul J. Michaud, Vice President
& Chief Financial Officer
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DETROIT STOKER COMPANY
By: /s/ James Perry
---------------------------
James Perry
Vice President
MIDWEST METALLURGICAL
LABORATORY, INC.
By: /s/ James Perry
---------------------------
James Perry
Vice President
NEO PRODUCTS CO.
By: /s/ James Perry
---------------------------
James Perry
Vice President
SYMTRON SYSTEMS, INC.
By: /s/ James Perry
---------------------------
James Perry, Chief Financial
Officer, Asst. Treasurer & Asst.
Secretary
UIC-Del. CORPORATION
By: /s/ Paul J. Michaud
---------------------------
Paul J. Michaud
President & Treasurer
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AAI MICROFLITE Simulation
International Corporation
By: /s/ Paul J. Michaud
---------------------------
Paul J. Michaud
President
FIRST UNION COMMERCIAL
CORPORATION
By: /s/ Michael Landini
---------------------------
Michael Landini
Vice President
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