Exhibit 10.1 

**EIGHTH AMENDMENT AGREEMENT**

**          THIS EIGHTH AMENDMENT AGREEMENT** (this “Agreement”) is made and entered into as of the 18th day of May, 2004, by and among FLEET CAPITAL CORPORATION (“Lender”), a Rhode Island corporation with an office at 200 Glastonbury Boulevard, Glastonbury, Connecticut 06033; and UNITED INDUSTRIAL CORPORATION, a Delaware corporation, and the following of its subsidiaries: AAI CORPORATION (“AAI”), a Maryland corporation, DETROIT STOKER COMPANY, a Michigan corporation; AAI ENGINEERING SUPPORT INC., a Maryland corporation, and AAI/ACL TECHNOLOGIES, INC., a Maryland corporation (each a “Borrower” and collectively the “Borrowers”). Capitalized terms used, but not defined, herein shall have the meanings given to such terms in the Credit Agreement (defined below).

**          WHEREAS,** the Borrowers and the Lender are parties to the Loan and Security Agreement, dated as of June 28, 2001, as amended by the Waiver, Amendment and Consent Agreement dated as of March 6, 2002,  the Second Amendment and Consent Agreement dated as of June 28, 2002, the Third Amendment and Waiver Agreement dated as of March 21, 2003, the Fourth Amendment to Loan Agreement dated as of March 31, 2003, the Fifth Amendment Agreement dated as of September 30, 2003, the Sixth Amendment Agreement dated as of November 17, 2003, and the Seventh Amendment Agreement dated as of December 31, 2003 (as amended, the “Credit Agreement”); and

**          WHEREAS,** the Borrowers have requested and the Lender has agreed to amend the Credit Agreement, all on the terms and conditions set forth herein.

**          NOW THEREFORE,** in consideration of the premises, and in reliance thereon, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

**          Section 1.  Amendments.        **Subject to the satisfaction in full, on or prior to the Agreement Effective Date, of the conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows:

|   |           (i)      Section   4.1 of the Credit Agreement is amended and restated in its entirety to read   as follows: |
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|   |                                                                                                                                                                                                   |          4.1   Term of Agreement.   Subject to Lender’s right to cease   making Loans to Borrowers upon or after the occurrence of any Default or   Event of Default, this Agreement shall be in effect, unless earlier   terminated, for a period from the Closing Date through March 31, 2005 (the   “Original Term”). |
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|   |           (ii)   Clause (iii) of Section 8.2.3 of the Credit Agreement is amended and restated   in its entirety to read as follows:                 |
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|   |                 (iii)   Obligations to pay Rentals permitted by Section 8.2.14;                                        |

|   |           (iii)   Section   8.3.1 of the Credit Agreement is amended and restated in its entirety to read   as follows:           |
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|   |                                                                                                                                                                                               |          8.3.1  Minimum   Fixed Charge Coverage Ratio: not permit the Consolidated Fixed Charge   Coverage Ratio of UIC and its Subsidiaries to be less than (a) 1.10 to 1.00   for the period of two fiscal quarters ending June 30, 2004; (b) 1.10 to 1.00   for the period of three fiscal quarters ending September 30, 2004; (c) 1.10   to 1.00 for the period of four fiscal quarters ending December 31, 2004; or   (d) 1.10 to 1.00 for any period of four fiscal quarters ending after December   31, 2004 (i.e. measured at the end of each fiscal quarter after December 31,   2004 on a trailing four quarter basis). |
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|   |           (iv)    Section   8.3.2 of the Credit Agreement is amended and restated in its entirety to read   as follows:      |
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|   |                                                                                                                                                                                               |          8.3.2   Maximum Balance Sheet Leverage Ratio:    not permit the ratio of UIC and its Subsidiaries’ (a) total   liabilities, as determined on a consolidated basis in accordance with GAAP   (but, without duplication, including all LC Amounts as liabilities), to (b)   Tangible Total Net Worth, to exceed 3.75 to 1.00 as at the end of any fiscal   quarter ending after March 31, 2004. |
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|   |           (v)     Section   8.3.3 of the Credit Agreement is amended and restated in its entirety to read   as follows: |
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|   |                                                                                                                                                                                               |           8.3.3   Net Cash Payments Relating to Transportation Division:  not permit the amount of net cash paid by   UIC and its Subsidiaries relating to or arising out of the cessation of   business of the transportation division to exceed (a) $11,500,000 during the   fiscal year ending December 31, 2004, or (b) $6,000,000 during the fiscal   year ending December 31, 2005. |
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|   |           (vi)     The   following definitions are added in alphabetical order to Appendix A to the   Credit Agreement: |
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|   |                                                                                                                                                                                               |           ERP   System Assets - hardware, software and other assets purchased (and/or   acquired pursuant to a lease that is capitalized for financial reporting   purposes in accordance with GAAP) by Borrowers for the purpose of installing   a new enterprise resource planning system. |
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|   |                                                                                                                                                                                               |           Consolidated   Net Income.  with respect to any   Person and any fiscal period, the Consolidated net income (or deficit) of   such Person and its Subsidiaries, after deduction of all expenses, taxes, and   other proper charges, determined in accordance with GAAP. |
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|   |                                                                                                                                                                                               |           EBITDA.  for any period and for any Person, (a) the   Consolidated Net Income of such Person and its Subsidiaries for such period, plus   (b) to the extent deducted in calculating Consolidated Net Income, without   duplication, (i) income tax expense of such Person and its Subsidiaries   during such period, (ii) all interest |
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|   |                                                                                                                                                                                                                                                              | in respect   of Indebtedness accrued or paid by such Person and its Subsidiaries during   such period, and (iii) depreciation and amortization.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|   |           (vii)        The first paragraph of the definition of “Borrowing Base” in Appendix A to   the Credit Agreement is amended and restated in its entirety as follows: |
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|   |                                                                                                                                                                                                                                                              |           Borrowing   Base - as at the date of determination thereof an amount equal to 75% of   the aggregate amount of Eligible Accounts arising from Government Contracts; plus   70% of the aggregate amount of Eligible Accounts arising from Non-Government   Contracts; plus 30% of Eligible Inventory; plus up to   $2,703,000 of Appraised Machinery and Equipment; plus up to   $10,000,000 of Cash or Cash Equivalents to be held at the Bank or such higher   amount as is required by the third sentence of Section 1.1.1 of the   Agreement; plus the Real Property Overadvance; minus, at any   time that any contracts or transactions are outstanding under any foreign   exchange facility provided by the Bank or the Lender or any Affiliate thereof   to any of the Borrowers up to $750,000; minus the aggregate amount of   Landlord Waiver Reserves; provided that theBorrowing Base shall be   increased by an amount equal to the Real Property Valuation in accordance   with Section 10.3 hereof and shall be decreased by the amount of any payments   of the Real Property Overadvance pursuant to Section 3.3.1 or any other   provision of this Agreement. |
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|   |           (viii)   The   following definitions appearing in Appendix A of the Credit Agreement are   amended and restated in their entirety as follows:                                          |
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|   |                                                                                                                                                                                                                                                              |           Consolidated   Fixed Charge Coverage Ratio – means for the period in question, the ratio   of (a) the sum of EBITDA plus (in each case to the extent deducted   from income for the purpose of calculating EBITDA) accruals for pension   liabilities and losses incurred due to the cessation of business of the   transportation division, minus Unfunded Capital Expenditures of UIC   and its Subsidiaries, divided by (b) the sum of cash taxes, dividends,   scheduled principal payments of the Loans and any other Indebtedness,   including Capitalized Lease Obligations, all interest in respect of   Indebtedness accrued or paid (whether or not actually paid during such   period) and all fees and expenses payable under this Agreement, cash payments   related to asbestos litigation claims, cash payments to fund underfunded   pension liabilities, and net cash payments relating to or arising fromthe   cessation of the transportation division, each case with respect to UIC and   its Subsidiaries as determined in accordance with GAAP.                                                                                                      |
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|   |                                                                                                                                                                                                                                                              |           Permitted   Purchase Money Indebtedness – collectively, the Purchase Money   Indebtedness of any Borrower existing on or incurred after the date hereof   which is secured by a Purchase Money Lien and which, when aggregated with the   principal amount of all other such    Purchase Money Indebtedness and Capitalized Lease Obligations of such   Borrower at the time outstanding, does not exceed (a) $6,000,000 with respect   to Purchase Money Indebtedness incurred for the payment of part of the   purchase price of the ERP System Assets, and (b) $1,000,000 with respect to   all other Purchase Money Indebtedness.    For the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                               | purposes of   this definition, the principal amount of any Purchase Money Indebtedness   consisting of capitalized leases shall be computed as a Capitalized Lease   Obligation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                               |           Purchase   Money Indebtedness – means and includes (i) Indebtedness (other than the   Obligations) for the payment of all or any part of the purchase price of any   fixed assets or ERP System Assets, (ii) any Indebtedness (other than the   Obligations) incurred at the time of or within thirty (30) days prior to or   after the acquisition of any fixed assets for the purpose of financing all or   any part of the purchase price thereof, and (iii) any renewals, extensions or   refinancings thereof, but not any increases in the principal amounts thereof   outstanding at the time. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                               |           Purchase   Money Lien – a Lien upon fixed assets and/or the ERP System Assets which   secures Purchase Money Indebtedness, but only if such Lien shall at all times   be confined solely to the fixed assets or ERP System Assets the purchase   price of which was financed through the incurrence of the Purchase Money   Indebtedness secured by such Lien, and with respect to any Lien upon the ERP   System Assets which secures Purchase Money Indebtedness, only if such Lien is   subject to the terms of an intercreditor agreement satisfactory to the   Lender.                           |
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| **          Section   2.  Conditions to Effectiveness of Agreement.**  This   Agreement shall become effective as of the date that the following conditions   shall have been satisfied (the date of satisfaction of such conditions being   referred to herein as the “Agreement Effective Date”):                                                                            |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                           |           (i)     The   Lender shall have executed this Agreement and shall have received a copy of   this Agreement duly executed by the Borrowers.                                                                                                    |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                           |           (ii)     The   Borrowers shall have paid a fee of $10,000 to Lender in consideration of the   amendments set forth herein.                                                                                                                    |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                           |           (iii)    The   Borrowers shall have paid to counsel for the Lender the amount of reasonable   fees and disbursements owed to such counsel in connection with this Agreement   and matters related hereto.                                          |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                           |           (iv)    The   Lender shall have received such other information, approvals, opinions,   documents or instruments as it may reasonably request.                                                                                                     |
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| **          Section   3.  Representations and Warranties.**  In   order to induce the Lender to enter into this Agreement, the Borrowers   jointly and severally represent and warrant to the Lender that, as of the   Agreement Effective Date, after giving effect to the effectiveness of this   Agreement, the following statements are true and correct in all material   respects: |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                           |           (i)     Authorization   of Agreements. The execution and delivery of this Agreement by each   Borrower and its performance under the Credit Agreement as amended by this   Agreement (the “Amended Agreement”) are within each such |

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Borrower’s   corporate powers and have been duly authorized by all necessary corporate   action on the part of each such Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |           (ii)     No   Conflict. The execution and delivery by each Borrower of this Agreement   and the performance by each Borrower of the Amended Agreement do not   contravene any such Borrower’s certificate of incorporation or bylaws or any   other contractual restriction where such a contravention has a reasonable   possibility of having a Material Adverse Effect or contravening any law or   governmental regulation or court decree or order binding on or affecting any   such Borrower. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |           (iii)    Binding   Obligation. This Agreement has been duly executed and delivered by each   Borrower and this Agreement and the Amended Agreement constitute the legal,   valid and binding obligations of each Borrower, enforceable against each   Borrower in accordance with their respective terms, except as may be limited   by bankruptcy, insolvency, reorganization, moratorium or similar laws   relating to or limiting creditors’ rights generally and by general principles   of equity.   |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |           (iv)     Governmental   Approval, Regulation, etc.  No   authorization or approval or other action by, and no notice to or filing   with, any governmental authority or regulatory body or any other Person is   required for the due execution, delivery or performance of this Agreement by   any Borrower.                                                                                                                                                                                        |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |           (v)     Incorporation   of Representations and Warranties from Credit Agreement. Other than as   amended hereby each of the representations and warranties set forth in   Section 7 of the Credit Agreement is true and correct as of the date hereof.                                                                                                                                                                                                                                                    |
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| **          Section   4.  Acknowledgement.**  Each   Borrower acknowledges and agrees that each of the Security Documents to which   it is a party or otherwise bound shall continue in full force and effect.   Each Borrower hereby agrees and confirms that each Security Document to which   it is a party or otherwise bound and all Collateral encumbered thereby will   continue to guaranty or secure, as the case may be, the payment and   performance of all obligations guaranteed or secured thereby, as the case may   be, and that none of the Borrowers has any defense, offset, counterclaim or   right of recoupment with respect to the Obligations of the Borrowers under   the Amended Agreement. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | **Section 5.  Miscellaneous.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |           (i)     Effect   on the Credit Agreement and the Other Loan Documents. Except as   specifically set forth herein, the terms, provisions and conditions of the   Credit Agreement and the other Loan Documents shall remain in full force and   effect and are hereby ratified and confirmed and the Borrowers remain bound   to pay and perform their obligations thereunder.                                                                                                                             |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |           (ii)        Applicable Law. THIS AGREEMENT SHALL BE   DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE   STATE OF NEW YORK, WITHOUT GIVING EFFECT TO SUCH ANY LAWS                                                                                                                                                                                                                                                                                                             |

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|   | RELATING TO   CONFLICTS OF LAWS OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL   OBLIGATIONS LAW.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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|   |           (iii)     Headings.   The various headings of this Agreement are inserted for convenience only and   shall not affect the meaning or interpretation of this Agreement or any   provision hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|   |           (iv)     Counterparts   and Incorporation. This Agreement may be executed by the parties hereto   in several counterparts and by the different parties on separate   counterparts, each of which shall be deemed to be an original and all of   which shall constitute together but one and the same instrument.  A facsimile or other electronic copy of an   executed counterpart shall have the same effect as the original executed   counterpart.  Following execution and   delivery of this Agreement, any reference to the Credit Agreement shall be   deemed a reference to such document as hereby amended. |
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|   |           (v)      Severability.   Any provision of this Agreement which is prohibited or unenforceable in any   jurisdiction shall, as to such provision and such jurisdiction, be ineffective   to the extent of such prohibition or unenforceability without invalidating   the remaining provisions of this Agreement or affecting the validity or   enforceability of such provisions in any other jurisdiction.                                                                                                                                                                                                                |

*[Signatures Follow on Next Page]*

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          IN WITNESS WHEREOF, this Eighth Amendment Agreement has been duly executed and delivered as of the day and year first above written.

|   | FLEET CAPITAL CORPORATION |
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|   |                      |
|   |                      |   |
|   | By:                       |  /s/ MATTHEW BOURGEOIS |
|   |                      |  |
|   | Name: Matthew Bourgeois   |
|   | Title:Vice President      |