EXHIBIT 2.1 STOCK PURCHASE AGREEMENT among SETECH, INC. and the SHAREHOLDERS of LEWIS SUPPLY COMPANY, INC. Dated June , 1997 TABLE OF CONTENTSStock Purchase Agreement • July 10th, 1997 • Setech Inc /De • Airports, flying fields & airport terminal services • Tennessee
1 Exhibit 4.6 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT, made, entered into and effective as of the 15th day of October 1997, by and among FIRST UNION COMMERCIAL CORPORATION ("Lender"), a North...Loan and Security Agreement • October 30th, 1998 • Setech Inc /De • Airports, flying fields & airport terminal services • Georgia
RecitalsEmployment Agreement • October 30th, 1998 • Setech Inc /De • Airports, flying fields & airport terminal services • Tennessee
EXHIBIT 4.1 LOAN AND SECURITY AGREEMENT AMONG FIRST UNION COMMERCIAL CORPORATION, AS LENDER SETECH, INC., AS PARENT AND A GUARANTOR AND LEWIS SUPPLY COMPANY, INC., SOUTHEASTERN TECHNOLOGY, INC. AND TITAN SERVICES, INC., AS SUBSIDIARIES, CO-BORROWERS...Loan and Security Agreement • July 10th, 1997 • Setech Inc /De • Airports, flying fields & airport terminal services • Georgia
EX-10.3 EMPLOYMENT AND NON-COMPETE AGREEMENT (Burnham) THIS EMPLOYMENT AND NON- COMPETE AGREEMENT (this "Agreement"), has been entered into as of the day of June, 1997, by and among SETECH, INC., a Delaware corporation ("SETECH"), LEWIS SUPPLY CO.,...Employment and Non-Compete Agreement • September 26th, 1997 • Setech Inc /De • Airports, flying fields & airport terminal services • Tennessee
EXHIBIT 4.2 GUARANTY AGREEMENT (SETECH, INC.) WHEREAS, the undersigned, SETECH, INC., a Delaware corporation, has requested that FIRST UNION COMMERCIAL CORPORATION, a North Carolina corporation (herein called "LENDER") extend credit or make certain...Guaranty Agreement • July 10th, 1997 • Setech Inc /De • Airports, flying fields & airport terminal services • Georgia
EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the "Agreement") is made and executed this 25th day of March,1999, by and between SETECH, Inc., a Delaware corporation (the "Company") and Steven C.Tudor, an individual and resident...Option Agreement • May 17th, 1999 • Setech Inc /De • Airports, flying fields & airport terminal services • Tennessee
Exhibit 2.2 November 22, 1996 Mr. Thomas Eisenman President SeTech, Inc. 905 Industrial Drive Murfreesboro, Tennessee 31370-4381 USA Dear Mr. Eisenman: You have called our attention to several agreed upon changes that were omitted from the final...Setech Inc /De • February 14th, 1997 • Airports, flying fields & airport terminal services
Exhibit 4.2 LOAN AND SECURITY AGREEMENT THIS AGREEMENT, made and entered into as of the 31st day of December, 1996, between First Union National Bank of Tennessee, a national banking association, with its principal place of business at 150 Fourth...Loan and Security Agreement • February 14th, 1997 • Setech Inc /De • Airports, flying fields & airport terminal services • Tennessee
January 29, 1997 Mr. Edward H. Montgomery Serco Group, Inc. 20 E. Clementon Road Gibbsboro, NJ 08026 Re: Setech, Inc./Serco, Inc. This letter agreement shall confirm that in connection with its sale of the stock of Barton ATC, Inc. and Barton ATC...Setech Inc /De • February 14th, 1997 • Airports, flying fields & airport terminal services
This letter agreement shall confirm that in connection with its sale of the stock of Barton ATC, Inc. and Barton ATC International, Inc. to Serco Group, Inc., Setech, Inc. agrees to pay one-half (1/2) of the monthly lease payment in connection with the Lease Agreement dated December 15, 1986, by and between RMA Enterprises and Barton ATC, Inc. for the premises commonly known as 633 East Vine Street, Murfreesboro, Tennessee, 37130. A true and correct copy of said Lease Agreement is included in Section 3.16(a) to the Schedule of the Stock Purchase Agreement between Setech, Inc. and Serco Group, Inc. executed November 7, 1996. Setech, Inc. shall continue to pay one-half of the monthly lease payment until such time as the Lease Agreement has expired or is terminated.
STOCK PURCHASE AGREEMENT by and between SETECH, INC. ("SELLER")Stock Purchase Agreement • February 14th, 1997 • Setech Inc /De • Airports, flying fields & airport terminal services • Delaware
AGREEMENTAgreement • October 30th, 1998 • Setech Inc /De • Airports, flying fields & airport terminal services
EHIBIT 2.6 PLAN OF MERGER OF TITAN SERVICES, INC. WITH AND INTO SETECH, INC. This PLAN OF MERGER is entered into as of January 30, 1998, by and between TITAN SERVICES, INC., a Tennessee corporation (the "Acquired Company"), and SETECH, INC., a...Plan of Merger • February 13th, 1998 • Setech Inc /De • Airports, flying fields & airport terminal services
11,000,000 June ___, 1997Setech Inc /De • July 10th, 1997 • Airports, flying fields & airport terminal services
This Note is a "Revolver Note" issued to evidence the Revolver Loan made available by Lender to Borrower pursuant to the provisions of the Loan and Security Agreement, dated as of June ___, 1997 (herein, as at any time amended, modified or supplemented, called the "LOAN AGREEMENT"; capitalized terms used herein and not defined herein have the meanings assigned to them in the Loan Agreement), among SETECH, Inc., its subsidiaries (including Borrower) and Lender, to which reference is hereby made for a statement of the terms, conditions and covenants under which the Loans evidenced hereby were made and are to be repaid, including, but not limited to, those related to voluntary or mandatory prepayment of the indebtedness represented hereby and to the maturity of the indebtedness represented hereby upon the termination of the Loan Agreement. Payment of this Note is secured by the Collateral and Holder is entitled to the benefit of all of the Security Documents.
EX-10.4 SHAREHOLDERS' AGREEMENT This SHAREHOLDERS' AGREEMENT is made as of June , 1997 by and among SETECH, Inc., a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware ("Corporation"), Michael S....Shareholders' Agreement • September 26th, 1997 • Setech Inc /De • Airports, flying fields & airport terminal services • Tennessee
1,250,000 June ___, 1997Setech Inc /De • July 10th, 1997 • Airports, flying fields & airport terminal services
This Note is a "Revolver Note" issued to evidence the Revolver Loan made available by Lender to Borrower pursuant to the provisions of the Loan and Security Agreement, dated as of June ___, 1997 (herein, as at any time amended, modified or supplemented, called the "LOAN AGREEMENT"; capitalized terms used herein and not defined herein have the meanings assigned to them in the Loan Agreement), among SETECH, Inc., its subsidiaries (including Borrower) and Lender, to which reference is hereby made for a statement of the terms, conditions and covenants under which the Loans evidenced hereby were made and are to be repaid, including, but not limited to, those related to voluntary or mandatory prepayment of the indebtedness represented hereby and to the maturity of the indebtedness represented hereby upon the termination of the Loan Agreement. Payment of this Note is secured by the Collateral and Holder is entitled to the benefit of all of the Security Documents.
Exhibit 2.4 Serco Group, Inc. I Telephone: 609-346-8800 I Fax: 609-346-8463 20 E. Clementon Road I Gibbsboro I N.J. 08026 January 29, 1997 Mr. Thomas Eisenman President SeTech, Inc. 905 Industrial Drive Murfreesboro, Tennessee 31370-4381 USA Dear Mr....Setech Inc /De • February 14th, 1997 • Airports, flying fields & airport terminal services
This letter agreement shall confirm that in connection with its purchase of the stock of Barton ATC, Inc. and Barton ATC International, Inc. ("the companies"), Serco Group, Inc. assumes all responsibility for providing group health benefits to the following employees of the companies as of May 1, 1997. Until such date it is agreed that you shall maintain such benefits under the present policy, for which we shall reimburse you upon presentation of premium statements. These employees are currently provided group medical, dental and vision insurance through SeTech, Inc.'s group policy number 356230 with Great-West Life & Annuity Insurance Company.
12,750,000 June ___, 1997Setech Inc /De • July 10th, 1997 • Airports, flying fields & airport terminal services
This Note is a "Revolver Note" issued to evidence the Revolver Loan made available by Lender to Borrower pursuant to the provisions of the Loan and Security Agreement, dated as of June ___, 1997 (herein, as at any time amended, modified or supplemented, called the "LOAN AGREEMENT"; capitalized terms used herein and not defined herein have the meanings assigned to them in the Loan Agreement), among SETECH, Inc., its subsidiaries (including Borrower) and Lender, to which reference is hereby made for a statement of the terms, conditions and covenants under which the Loans evidenced hereby were made and are to be repaid, including, but not limited to, those related to voluntary or mandatory prepayment of the indebtedness represented hereby and to the maturity of the indebtedness represented hereby upon the termination of the Loan Agreement. Payment of this Note is secured by the Collateral and Holder is entitled to the benefit of all of the Security Documents.
BETWEEN FIRST UNION COMMERCIAL CORPORATION, AS LENDER ANDLoan and Security Agreement • February 14th, 1997 • Setech Inc /De • Airports, flying fields & airport terminal services • Georgia
