W I T N E S S E T H WHEREAS, Borrower, Agent and Lenders have entered into an Amended and Restated Credit Agreement, dated as of December 31, 1998 (as heretofore amended, the "Credit Agreement"; the terms defined in Credit Agreement being used herein...Scott Technologies Inc • May 15th, 2000 • Search, detection, navagation, guidance, aeronautical sys • New York
1 MATERIAL CONTRACTS EXHIBIT 10.0 (IV) MANAGEMENT AGREEMENT -------------------- This MANAGEMENT AGREEMENT ("Agreement") is entered into as of this 10th day of September, 1998, by and between Scott Technologies, Inc. (the "Company") and Debra L....Management Agreement • November 16th, 1998 • Scott Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Ohio
ANDAgreement and Plan of Merger • February 6th, 2001 • Scott Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
AMENDMENT ---------Asset Purchase Agreement • November 26th, 1997 • Figgie International Inc /De/ • Search, detection, navagation, guidance, aeronautical sys
1 Exhibit (2)(A) ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 26th, 1997 • Figgie International Inc /De/ • Search, detection, navagation, guidance, aeronautical sys • New York
RECITALSStock Purchase Agreement • July 14th, 1999 • Scott Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT OF DEBRA L. KACKLEYManagement Agreement • March 27th, 2000 • Scott Technologies Inc • Search, detection, navagation, guidance, aeronautical sys
andRights Agreement • December 22nd, 1998 • Scott Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Ohio
Exhibit 10.0 (b) AMENDED AND RESTATED MANAGEMENT AGREEMENT -------------------- This AMENDED and RESTATED MANAGEMENT AGREEMENT ("Agreement") is entered into as of this 9th day of June, 1997, by and between Figgie International Inc. (the "Company") and...Management Agreement • November 13th, 1997 • Figgie International Inc /De/ • Search, detection, navagation, guidance, aeronautical sys • Ohio
U.S. $75,000,000 CREDIT AGREEMENTCredit Agreement • February 29th, 1996 • Figgie International Inc /De/ • General industrial machinery & equipment • New York
Exhibit 10 (xxxviii) SCOTT TECHNOLOGIES, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is made as of December 16, 1998 by and among Scott Technologies, Inc., a Delaware corporation (the "Company"), and Richard C. Blum &...Registration Rights Agreement • March 30th, 1999 • Scott Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
Exhibit 10 (xxxv) U.S. $150,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 31, 1998Credit Agreement • March 30th, 1999 • Scott Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • New York
SECOND ADDENDUM TO JUNE 11, 1997 MANAGEMENT AGREEMENT AND FIRST ADDENDUM TO AUGUST 13, 1998 MANAGEMENT AGREEMENT AND AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT DATED AUGUST 13, 1998Scott Technologies Inc • November 16th, 1998 • Search, detection, navagation, guidance, aeronautical sys
AGREEMENTAgreement • March 30th, 1999 • Scott Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
AGREEMENTAgreement • March 30th, 1999 • Scott Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
January 31, 1997 SEPARATION AGREEMENT AND GENERAL RELEASE This Agreement is made and entered into by and between Figgie International Inc. (hereinafter "Company") and Keith V. Mabee (hereinafter "Employee"). The Company and Employee are from time to...Separation Agreement and General Release • February 10th, 1997 • Figgie International Inc /De/ • Search, detection, navagation, guidance, aeronautical sys • Ohio
Exhibit 10 (xxxiv) MANAGEMENT AGREEMENT This MANAGEMENT AGREEMENT ("Agreement") is entered into as of this 18th day of December, 1998, by and between Scott Technologies, Inc. (hereinafter called the "Company") and Robert P. Collins (the "Executive")....Management Agreement • March 30th, 1999 • Scott Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Ohio
W I T N E S S E T HScott Technologies Inc • August 12th, 1999 • Search, detection, navagation, guidance, aeronautical sys • New York
Exhibit 10.0 (c) AMENDED AND RESTATED MANAGEMENT AGREEMENT -------------------- This AMENDED and RESTATED MANAGEMENT AGREEMENT ("Agreement") is entered into as of this 11th day of June, 1997, by and between Figgie International Inc. (the "Company")...Management Agreement • November 13th, 1997 • Figgie International Inc /De/ • Search, detection, navagation, guidance, aeronautical sys • Ohio
AMENDMENT NO. 5Scott Technologies Inc • November 16th, 1998 • Search, detection, navagation, guidance, aeronautical sys • New York
1 Exhibit 10(xiii) RETENTION AGREEMENT This Agreement is made and entered into at Willoughby, Ohio by and among Figgie International Inc., a Delaware corporation (the "Company") and Robert D. Vilsack (the "Executive") as of this 20th day of March,...Retention Agreement • February 10th, 1997 • Figgie International Inc /De/ • Search, detection, navagation, guidance, aeronautical sys • Ohio
1 Exhibit 10 (xvi) RETENTION AGREEMENT This Retention Agreement is made and entered into at Willoughby, Ohio by and among Figgie International Inc., a Delaware corporation (the "Company") and Glen W. Lindemann (the "Executive") as of this 17th day of...Retention Agreement • February 10th, 1997 • Figgie International Inc /De/ • Search, detection, navagation, guidance, aeronautical sys • Ohio
Exhibit 10 (xxxvii) STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT (the "Agreement") dated as of December 15, 1998 between Scott Technologies, Inc. a Delaware corporation (the "Company") and RCBA Strategic Partners, L.P., a Delaware limited partnership...Stockholders Agreement • March 30th, 1999 • Scott Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • California
ADDENDUM TO JUNE 11, 1997 MANAGEMENT AGREEMENT ---------------------------------- This ADDENDUM to the Management Agreement executed by and between William J. Sickman (the "Executive") and Scott Technologies, Inc. (formerly known as Figgie...Management Agreement • November 16th, 1998 • Scott Technologies Inc • Search, detection, navagation, guidance, aeronautical sys
W I T N E S S E T H WHEREAS, Borrower, Agent and Lenders have entered into that certain Amended and Restated Credit Agreement, dated as of December 31, 1998 (as heretofore amended, the "Credit Agreement"; the terms defined in Credit Agreement being...Scott Technologies Inc • May 15th, 2000 • Search, detection, navagation, guidance, aeronautical sys • New York
1 EXHIBIT 10.1 MANAGEMENT AGREEMENT This MANAGEMENT AGREEMENT entered this 28th day of April, 1995, by and between Figgie International Inc. (the "Company") and Luther A. Harthun (the "Executive"). WHEREAS, the Executive has served the Company for in...Management Agreement • November 8th, 1995 • Figgie International Inc /De/ • General industrial machinery & equipment • Ohio
AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT OF MARK A. KIRKScott 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"):
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • August 15th, 2000 • Scott Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
This Amendment to the Rights Agreement (the "Amendment") is entered into as of July 31, 2000, by and between Scott Technologies, Inc., a Delaware corporation (the "Company"), and National City Bank, an Ohio corporation (the "Rights Agent").
1 Exhibit 10(xii) MANAGEMENT AGREEMENT This MANAGEMENT AGREEMENT is entered into as of this 1st day of February, 1996, by and between Figgie International Inc. (the "Company") and Robert D. Vilsack (the "Executive"). WHEREAS, the Executive is...Management Agreement • February 10th, 1997 • Figgie International Inc /De/ • Search, detection, navagation, guidance, aeronautical sys • Ohio
SEPARATION AGREEMENTSeparation 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. COLLINSManagement 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 AGREEMENTManagement 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"):
1 Exhibit 10 (xvii) Figgie International Inc. 4420 Sherwin Road Willoughby, Ohio 44090 June 6, 1996 General Electric Capital Corporation, as Agent and Lender 201 High Ridge Road Stamford, CT 06927-5100 Gentlemen: Reference is made to that certain...Figgie International Inc /De/ • February 10th, 1997 • Search, detection, navagation, guidance, aeronautical sys
SECOND AMENDMENT TO RIGHTS AGREEMENTRights 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 CONDITIONSMaster 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.
