Exhibit 10.1


 





 


 


November 7, 2007


 


United Industrial
Corporation


AAI Corporation


124 Industry Lane


Hunt Valley, MD 21030


Attention: James H. Perry


 


Re:  Waiver Letter


 


Ladies and Gentlemen:


 


                                We refer to that
certain Amended and Restated Revolving Credit Agreement dated as of May 31,
2007 (“Credit Agreement”), by and among AAI Corporation, a Maryland
corporation (“AAI”), United Industrial Corporation, a Delaware corporation (“UIC”
and together with AAI, collectively, the “Borrowers”), the lenders from time to
time party thereto (the “Lenders”), the other financial institutions and
SunTrust Bank, in its capacity as administrative agent for the Lenders. 
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to such terms in the Credit Agreement.


 


                                The
Borrowers have informed us that Textron Inc., a Delaware corporation
(collectively, “Textron”), has agreed to acquire all of the outstanding common
stock of UIC in a tender offer (“Offer”) and to merge subsequently Marco Acquisition
Sub Inc., an indirect wholly owned subsidiary of Textron (“Merger Sub”) with
and into UIC (such merger, the “Merger”), pursuant to an Agreement and Plan of
Merger, dated as of October 7, 2007, by and among UIC, Textron and Merger Sub
(the “Merger Agreement”).  We further
understand that Textron (or an affiliate of Textron) may make certain unsecured
loans to UIC in connection with the transactions contemplated in and by the
Merger Agreement (the transactions together with the loans, collectively, the “Textron
Transactions”).  We, together with the
Borrowers, desire to effect a smooth transition from the credit facility under
this Credit Agreement to a new working capital credit facility under Textron
(or an affiliate of Textron).


 


                                In
connection with the Textron Transactions, the undersigned Lenders hereby waive
(i) any default or Event of Default (as defined under each of the applicable
Loan Documents) under the Loan Documents which may have occurred as a result of
UIC entering into the Merger Agreement and (ii) the provisions of the Loan
Documents to permit the consummation of the Textron Transactions, including the
Offer and the Merger.  In consideration
of the foregoing, the Borrowers hereby agree (i) to a reduction of the
Aggregate Revolving Commitment Amount to $50 million effective as of the first
time Merger Sub purchases shares of UIC common stock validly tendered pursuant
to the Offer constituting at least a majority of the shares of UIC common stock
then outstanding and (ii) that (A) the Borrowers shall repay all outstanding
Loans no later than 14 days from the effective date of the Merger, and (B) the
Commitments of the Lenders shall be terminated immediately upon such payment,
and the Borrowers shall thereafter no longer be entitled to borrow, and the
Lenders shall not be required to make, any Loans.


 


                                The
effectiveness of this waiver letter is subject to the Administrative Agent’s
receipt of duly executed counterparts to this letter from each of the Borrowers
and the Required Lenders.


 


                                By
executing this letter, Borrowers hereby represent and warrant that after giving
effect hereto, no Default or Event of Default has occurred and is continuing
and that all of the representations and warranties made by it in the Credit
Agreement are true and correct in all material respects.  Nothing


 


 

















 


herein shall be deemed to establish a course of action or a course of
dealing with respect to requests by the Borrowers for waivers or amendments of
any Default, Event of Default, covenant, term or provision of the Credit
Agreement or any other Loan Document.


 


                Except as expressly provided hereby, all
of the terms and provisions of the Credit Agreement and the other Loan
Documents are and shall remain in full force and effect.  The amendments contained herein shall not be
construed as an amendment or waiver of any other provision of the Credit
Agreement or the other Loan Documents or for any purpose except as expressly
set forth herein or a consent to any further or future action on the part of
either Borrower that would require the consent of the Administrative Agent or
the Lenders.  This waiver letter shall be
construed in accordance with and governed by the laws of the State of New  York.  This waiver
letter constitutes the entire understanding of the parties hereto and
supersedes any other prior or contemporaneous negotiations or agreements with
respect to the subject matter hereof.  This waiver letter may be executed in any number of separate
counterparts, each of which shall, collectively and separately, constitute one
agreement.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  SUNTRUST
  BANK,

  
	
   

  	
  as
  Administrative Agent, as Issuing Bank, as Swingline Lender and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Gregory Farno

  
	
   

  	
   

  	
  Name: 

  	
  Gregory Farno

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
					



 


 


 


 


 


 


 


 


 


 


[SIGNATURE PAGE TO
EXTENSION LETTER]


 

















 


	
   

  	
  CITIBANK,
  N.A.,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Peggy Sanders

  
	
   

  	
   

  	
  Name: 

  	
  Peggy Sanders

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 


 


 


 


 


 


 


 


 


[SIGNATURE PAGE TO
EXTENSION LETTER]


 

















 


	
   

  	
  KEYBANK
  NATIONAL ASSOCIATION,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


 


 


 


 


 


 


 


 


 


[SIGNATURE PAGE TO
EXTENSION LETTER]


 

















 


	
   

  	
  PNC
  BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Michael J. Elehwany

  
	
   

  	
   

  	
  Name:

  	
  Michael
  J. Elehwany

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


 


 


 


 


 


 


 


 


 


[SIGNATURE PAGE TO
EXTENSION LETTER]


 

















 


	
   

  	
  M&T
  BANK,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


 


 


 


 


 


 


 


 


 


[SIGNATURE PAGE TO
EXTENSION LETTER]

















 


	
   

  	
  BRANCH
  BANKING AND TRUST COMPANY,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  James E. Davis

  
	
   

  	
   

  	
  Name:

  	
  James
  E. Davis

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  



 


 


 


 


 


 


 


 


 


 


[SIGNATURE PAGE TO
EXTENSION LETTER]


 


 

















 


	
   

  	
  JPMORGAN
  CHASE BANK, N.A.,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Jules Panno

  
	
   

  	
   

  	
  Name:

  	
  Jules
  Panno

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


 


 


 


 


 


 


 


 


 


[SIGNATURE PAGE TO
EXTENSION LETTER]


 

















 


	
   

  	
  WACHOVIA
  BANK, N.A.,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


 


 


 


 


 


 


 


 


 


[SIGNATURE PAGE TO
EXTENSION LETTER]


 

















	
   

  	
  GENERAL
  ELECTRIC CAPITAL CORPORATION,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Rebecca A. Ford

  
	
   

  	
   

  	
  Name:

  	
  Rebecca
  A. Ford

  
	
   

  	
   

  	
  Title:

  	
  Duly
  Authorized Signatory

  



 


 


 


 


 


 


 


 


 


 


[SIGNATURE PAGE TO
EXTENSION LETTER]


 

















 


Acknowledged and agreed to as of


the date herein above written.


 


	
  BORROWERS:

  
	
   

  
	
  AAI
  CORPORATION

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  By

  	
  /s/
  James H. Perry

  
	
   

  	
  Name:

  	
  James
  H. Perry

  
	
   

  	
  Title:

  	
  Vice
  President and CFO

  
	
   

  
	
   

  
	
  UNITED
  INDUSTRIAL CORPORATION

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  By

  	
  /s/
  James H. Perry

  
	
   

  	
  Name:

  	
  James
  H. Perry

  
	
   

  	
  Title:

  	
  Vice
  President, CFO & Controller

  



 


 


 


 


 


 


[SIGNATURE PAGE TO
EXTENSION LETTER]