Exhibit
10.2


EXECUTION
COPY


AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT


THIS AMENDED AND RESTATED SUBSIDIARY GUARANTY
AGREEMENT (the “Agreement”), dated as of May 31, 2007,
by and among AAI CORPORATION, a Maryland corporation (“AAI”), UNITED
INDUSTRIAL CORPORATION, a Delaware corporation (“UIC”, and together with
AAI, collectively, the “Borrowers”, and individually, a “Borrower”),
each of the subsidiaries of a Borrower listed on Schedule I hereto
(each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”)
and SUNTRUST BANK, a Georgia banking corporation, as administrative agent (the “Administrative
Agent”) for the benefit of itself and the several banks and other financial
institutions (the “Lenders”) from time to time party to the Amended and
Restated Revolving Credit Agreement, dated as of the date hereof, by and among
the Borrowers, the several banks and other financial institutions from time to
time party thereto (the “Lenders”), the Administrative Agent, and
SunTrust Bank, as Issuing Bank and as Swingline Lender (as amended, restated,
supplemented or otherwise modified from time to time, the “Amended and
Restated Credit Agreement”; capitalized terms used herein and not otherwise
defined herein shall the meanings assigned to such terms in the Amended and
Restated Credit Agreement).


W I T N E
S S E T H:


WHEREAS, pursuant to the Amended
and Restated Credit Agreement, the Lenders have agreed to establish a revolving
credit facility in favor of the Borrowers;


WHEREAS, each of the Guarantors
is a direct or indirect Subsidiary of a Borrower and will derive substantial
benefit from the making of Loans by the Lenders and the issuance of Letters of
Credit by the Issuing Bank; and


WHEREAS, it is a condition
precedent to the obligations of the Administrative Agent, the Issuing Bank, the
Swingline Lender, and the Lenders under the Amended and Restated Credit
Agreement that each Guarantor execute and deliver to the Administrative Agent a
Subsidiary Guaranty Agreement in the form hereof, and each Guarantor wishes to
fulfill said condition precedent.


NOW, THEREFORE, in order to
induce Lenders to extend the Loans and the Issuing Bank to issue Letters of
Credit and to make the financial accommodations as provided for in the Amended
and Restated Credit Agreement and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:


Section
1.  Guarantee.  Each Guarantor unconditionally guarantees,
jointly with the other Guarantors and severally, as a primary obligor and not
merely as a surety, (i) the due and punctual payment of all Obligations
including, without limitation, (A) the principal of and premium, if any,
and interest (including interest accruing during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding) on the Loans, when and as due,
whether at maturity, by acceleration, upon one or more dates set for prepayment
or otherwise, (B) each payment required to be made by the 













Borrowers under the Amended and Restated Credit
Agreement in respect of any Letter of Credit, when and as due, including
payments in respect of reimbursement or disbursements, interest thereon and
obligations to provide cash collateral, and (C) all other monetary
obligations, including fees, costs, expenses and indemnities, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of the Loan Parties to the Administrative Agent
and the Lenders under the Amended and Restated Credit Agreement and the other
Loan Documents, (ii) the due and punctual performance of all covenants,
agreements, obligations and liabilities of the Loan Parties under or pursuant
to the Amended and Restated Credit Agreement and the other Loan Documents; and
(iii) the due and punctual payment and performance of all obligations of
the Borrowers, monetary or otherwise, arising under any Hedging Transaction
incurred to limit interest rate or fee fluctuation with respect to the Loans
and Letters of Credit entered into with a counterparty that was a Lender or an
Affiliate of a Lender at the time such Hedging Transaction was entered into
(subject to the conditions in the Security Agreement, each such person a “Specified
Hedge Provider”; the Administrative Agent, the Lenders and the Specified
Hedge Providers, collectively, the “Secured Parties” and each
individually a “Secured Party”) (all the monetary and other obligations
referred to in the preceding clauses (i) through (iii) being
collectively called the “Guaranteed Obligations”).  Each Guarantor further agrees that the
Guaranteed Obligations may be extended or renewed, in whole or in part, without
notice to or further assent from such Guarantor, and that such Guarantor will
remain bound upon its guarantee notwithstanding any extension or renewal of any
Guaranteed Obligations.


Section
2.  Obligations Not Waived.  To the fullest extent permitted by applicable
law, each Guarantor waives presentment or protest to, demand of or payment from
the other Loan Parties of any of the Guaranteed Obligations, and also waives
notice of acceptance of its guarantee and notice of protest for
nonpayment.  To the fullest extent
permitted by applicable law, the obligations of each Guarantor hereunder shall
not be affected by (i) the failure of the Administrative Agent or any
Lender to assert any claim or demand or to enforce or exercise any right or
remedy against the Borrowers or any other Guarantor under the provisions of the
Amended and Restated Credit Agreement, any other Loan Document or otherwise,
(ii) the failure of any Secured Party to assert any claim or demand or to
enforce or exercise any right or remedy against the Borrowers or any other
Guarantor under the provisions of any instruments, agreements or documents
executed in connection with any Hedging Transaction incurred to limit interest
rate or fee fluctuation with respect to the Loans and Letters of Credit entered
into with a Specified Hedge Provider (each such document, a “Hedging
Document”) (iii) any rescission, waiver, amendment or modification of,
or any release from any of the terms or provisions of, this Agreement, any
other Loan Document, any Hedging Document, any guarantee or any other
agreement, including with respect to any other Guarantor under this Agreement,
or (iv) the failure to perfect any security interest in, or the release
of, any of the security held by or on behalf of the Administrative Agent or any
Secured Party.


Section
3.  Guarantee of Payment.  Each Guarantor further agrees that its
guarantee constitutes a guarantee of payment when due and not of collection,
and waives any right to require that any resort be had by the Administrative
Agent or any Secured Party to any of the security held for payment of the
Guaranteed Obligations or to any balance of any deposit account or credit on
the books of the Administrative Agent or any Secured Party in favor of the
Borrowers or any other Person.



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Section
4.  No Discharge or Diminishment of
Guarantee.  The
obligations of each Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason (other than the
indefeasible payment in full in cash of the Guaranteed Obligations), including
any claim of waiver, release, surrender, alteration or compromise of any of the
Guaranteed Obligations, and shall not be subject to any defense or setoff,
counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality or unenforceability of the Guaranteed Obligations or otherwise.  Without limiting the generality of the
foregoing, the obligations of each Guarantor hereunder shall not be discharged
or impaired or otherwise affected by the failure of the Administrative Agent or
any Secured Party to assert any claim or demand or to enforce any remedy under
the Amended and Restated Credit Agreement, any other Loan Document, any Hedging
Document or any other agreement, by any waiver or modification of any provision
of any thereof, by any default, failure or delay, willful or otherwise, in the
performance of the Guaranteed Obligations, or by any other act or omission that
may or might in any manner or to the extent vary the risk of any Guarantor or
that would otherwise operate as a discharge of each Guarantor as a matter of
law or equity (other than the indefeasible payment in full in cash of all the
Obligations (other than indemnities and other similar contingent obligations
surviving the termination of this Agreement for which no claim has been made
and which are unknown and not calculable at the time of termination and those
Obligations relating to the Hedging Obligations)).


Section
5.  Defenses of Borrowers Waived.  To the fullest extent permitted by applicable
law, each Guarantor waives any defense based on or arising out of any defense
of any Loan Party or the unenforceability of the Guaranteed Obligations or any
part thereof from any cause, or the cessation from any cause of the liability
of any Loan Party, other than the indefeasible payment in full in cash of the
Guaranteed Obligations (other than indemnities and other similar contingent obligations
surviving the termination of this Agreement for which no claim has been made
and which are unknown and not calculable at the time of termination and those
Obligations relating to the Hedging Obligations).  The Administrative Agent and the Secured Parties
may, at their election, foreclose on any security held by one or more of them
by one or more judicial or nonjudicial sales, accept an assignment of any such
security in lieu of foreclosure, compromise or adjust any part of the
Guaranteed Obligations, make any other accommodation with any other Loan Party
or any other guarantor, without affecting or impairing in any way the liability
of any Guarantor hereunder except to the extent the Guaranteed Obligations have
been fully, finally and indefeasibly paid in cash (other than indemnities and
other similar contingent obligations surviving the termination of this
Agreement for which no claim has been made and which are unknown and not
calculable at the time of termination and those Obligations relating to the
Hedging Obligations).   Pursuant to
applicable law, each Guarantor waives any defense arising out of any such
election even though such election operates, pursuant to applicable law, to
impair or to extinguish any right of reimbursement or subrogation or other
right or remedy of such Guarantor against the Borrowers or any other Guarantor
or guarantor, as the case may be, or any security.



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Section
6.  Agreement to Pay; Subordination.  In furtherance of the foregoing and not in
limitation of any other right that the Administrative Agent or any Secured
Party has at law or in equity against any Guarantor by virtue hereof, upon the
failure of the Borrowers or any other Loan Party to pay any Obligation when and
as the same shall become due, whether at maturity, by acceleration, after
notice of prepayment or otherwise, each Guarantor hereby promises to and will
forthwith pay, or cause to be paid, to the Administrative Agent for the benefit
of the Secured Parties in cash the amount of such unpaid Obligation.  Upon payment by or on behalf of any Guarantor
of any sums to the Administrative Agent, all rights of such Guarantor against
any Loan Party arising as a result thereof by way of right of subrogation,
contribution, reimbursement, indemnity or otherwise shall in all respects be
subordinate and junior in right of payment to the prior indefeasible payment in
full in cash of all the Guaranteed Obligations (other than indemnities and
other similar contingent obligations surviving the termination of this
Agreement for which no claim has been made and which are unknown and not
calculable at the time of termination and those Obligations relating to the
Hedging Obligations). In addition, any indebtedness of any Loan Party now or
hereafter held by any Guarantor is hereby subordinated in right of payment to
the prior payment in full in cash of the Guaranteed Obligations (other than
indemnities and other similar contingent obligations surviving the termination
of this Agreement for which no claim has been made and which are unknown and
not calculable at the time of termination and those Obligations relating to the
Hedging Obligations). If any amount shall erroneously be paid to any Guarantor
on account of (i) such subrogation, contribution, reimbursement, indemnity
or similar right or (ii) any such indebtedness of any Loan Party, such
amount shall be held in trust for the benefit of the Administrative Agent and
the Secured Parties and shall forthwith be paid to the Administrative Agent to
be credited against the payment of the Guaranteed Obligations, whether matured
or unmatured, in accordance with the terms of the Loan Documents.


Section
7.  Information.  Each Guarantor assumes all responsibility for
being and keeping itself informed of other Loan Parties’ financial condition and
assets, and of all other circumstances bearing upon the risk of nonpayment of
the Guaranteed Obligations and the nature, scope and extent of the risks that
such Guarantor assumes and incurs hereunder, and agrees that none of the
Administrative Agent or the Secured Parties will have any duty to advise any of
the Guarantors of information known to it or any of them regarding such
circumstances or risks.


Section
8.  Indemnity and Subrogation.  In addition to all such rights of indemnity
and subrogation as the Guarantors may have under applicable law (but subject to
Section 6), the Borrowers agree that (a) in the event a
payment shall be made by or on behalf of any Guarantor under this Agreement,
the Borrowers shall, jointly and severally, indemnify such Guarantor for the
full amount of such payment and such Guarantor shall be subrogated to the
rights of the person to whom such payment shall have been made to the extent of
such payment and (b) in the event any assets of any Guarantor shall be
sold to satisfy a claim of any Secured Party under this Agreement, the
Borrowers shall, jointly and severally, indemnify such Guarantor in an amount
equal to the greater of the book value or the fair market value of the assets
so sold.


Section
9.  Contribution and Subrogation.  Each Guarantor (a “Contributing Guarantor”)
agrees (subject to Section 6) that, in the event a payment shall be
made by any other Guarantor under this Agreement or assets of any other
Guarantor shall be sold to satisfy a claim of any Secured Party and such other
Guarantor (the “Claiming Guarantor”) shall not have been fully
indemnified by the Borrowers as provided in Section 8, the
Contributing Guarantor shall 



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indemnify the Claiming Guarantor in an amount equal to
the amount of such payment or the greater of the book value or the fair market
value of such assets, as the case may be, in each case multiplied by a fraction
of which the numerator shall be the net worth of the Contributing Guarantor on
the date hereof and the denominator shall be the aggregate net worth of all the
Guarantors on the date hereof (or, in the case of any Guarantor becoming a
party hereto pursuant to Section 21, the date of the Supplement
hereto executed and delivered by such Guarantor).  Any Contributing Guarantor making any payment
to a Claiming Guarantor pursuant to this Section 9 shall be
subrogated to the rights of such Claiming Guarantor under Section 8
to the extent of such payment.


Section
10.  Subordination.  Notwithstanding any provision of this
Agreement to the contrary, all rights of the Guarantors under Section 8
and Section 9 and all other rights of indemnity, contribution or
subrogation under applicable law or otherwise shall be fully subordinated to
the indefeasible payment in full in cash of the Guaranteed Obligations (other
than indemnities and other similar contingent obligations surviving the
termination of this Agreement for which no claim has been made and which are
unknown and not calculable at the time of termination and those Obligations
relating to the Hedging Obligations).  No
failure on the part of the Borrowers or any Guarantor to make the payments
required under applicable law or otherwise shall in any respect limit the
obligations and liabilities of any Guarantor with respect to its obligations
hereunder, and each Guarantor shall remain liable for the full amount of the
obligations of such Guarantor hereunder.


Section
11.  Representations and Warranties.  Each Guarantor represents and warrants as to
itself that all representations and warranties relating to it (as a Subsidiary
of a Borrower) contained in the Amended and Restated Credit Agreement are true
and correct.


Section
12.  Termination.  The guarantees made hereunder (i) shall
terminate when all the Guaranteed Obligations (other than those Guaranteed
Obligations relating to the Hedging Obligations, and those indemnities and
other similar contingent obligations surviving the termination of this
Agreement for which no claim has been made and which are unknown and not
calculable at the time of termination and those Obligations relating to the
Hedging Obligations)  have been
paid in full in cash and the Lenders have no further commitment to lend under
the Amended and Restated Credit Agreement, the LC Exposure has been reduced to
zero and the Issuing Bank has no further obligation to issue Letters of Credit
under the Amended and Restated Credit Agreement and (ii) shall continue to
be effective or be reinstated, as the case may be, if at any time payment, or
any part thereof, of any Obligation is rescinded or must otherwise be restored
by any Lender or any Guarantor upon the bankruptcy or reorganization of any
Borrower, any Guarantor or otherwise.  In
connection with the foregoing, the Administrative Agent shall execute and
deliver to such Guarantor or Guarantor’s designee, at such Guarantor’s expense,
any documents or instruments, without representation or recourse, which such
Guarantor shall reasonably request from time to time to evidence such
termination and release.


Section
13.  Binding Effect; Several Agreement;
Assignments. 
Whenever in this Agreement any of the parties hereto is referred to,
such reference shall be deemed to include the successors and assigns of such
party; and all covenants, promises and agreements by or on behalf of the
Guarantors that are contained in this Agreement shall bind and inure to the
benefit of each party hereto and their respective successors and assigns.  This Agreement shall become effective 



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as to any Guarantor when a counterpart hereof executed
on behalf of such Guarantor shall have been delivered to the Administrative
Agent, and a counterpart hereof shall have been executed on behalf of the
Administrative Agent, and thereafter shall be binding upon such Guarantor and
the Administrative Agent and their respective successors and assigns, and shall
inure to the benefit of such Guarantor, the Administrative Agent and the
Secured Parties, and their respective successors and assigns, except that no
Guarantor shall have the right to assign its rights or obligations hereunder or
any interest herein (and any such attempted assignment shall be void) without
the prior consent of the Lenders.  If all
of the capital stock of a Guarantor is sold, transferred or otherwise disposed
of pursuant to a transaction permitted by the Amended and Restated Credit
Agreement, such Guarantor shall be released from its obligations under this
Agreement without further action, and upon the request of such Guarantor,
Administrative Agent shall deliver or authorize the filing of all necessary
terminations and shall return all Collateral to such Guarantor to effect such
release.  This Agreement shall be
construed as a separate agreement with respect to each Guarantor and may be
amended, modified, supplemented, waived or released with respect to any Guarantor
without the approval of any other Guarantor and without affecting the
obligations of any other Guarantor hereunder.


Section
14.  Waivers; Amendment.


(a)           No
failure or delay of the Administrative Agent of any kind in exercising any
power, right or remedy hereunder and no course of dealing between any Guarantor
on the one hand the and Administrative Agent or any holder of any Note on the
other hand shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or remedy hereunder, under any other Loan
Document or under any Hedging Document, or any abandonment or discontinuance of
steps to enforce such a power, right or remedy, preclude any other or further
exercise thereof or the exercise of any other power, right or remedy.  The rights of the Administrative Agent
hereunder and of the Secured Parties under the other Loan Documents and the
Hedging Documents, as applicable, are cumulative and are not exclusive of any
rights or remedies that they would otherwise have.  No waiver of any provision of this Agreement
or consent to any departure by any Guarantor therefrom shall in any event be
effective unless the same shall be permitted by subsection (b) below,
and then such waiver and consent shall be effective only in the specific
instance and for the purpose for which given. 
No notice or demand on any Guarantor in any case shall entitle such
Guarantor to any other or further notice in similar or other circumstances.


(b)           Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to a written agreement entered into between each Guarantor with
respect to which such waiver, amendment or modification relates and the
Administrative Agent, with the prior written consent of the Required Lenders (except
as otherwise provided in the Amended and Restated Credit Agreement).


Section
15.  Notices.  All communications and notices hereunder
shall be in writing and given as provided in Section 10.1 of the Amended
and Restated Credit Agreement.  All
communications and notices hereunder to each Guarantor shall be given to it at
its address set forth on Schedule I attached hereto.



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Section
16.  Severability.  Any provision of this Agreement held to be
illegal, invalid or unenforceable in any jurisdiction, shall, as to such
jurisdiction, be ineffective to the extent of such illegality, invalidity or
unenforceability without affecting the legality, validity or enforceability of
the remaining provisions hereof or thereof; and the illegality, invalidity or
unenforceability of a particular provision in a particular jurisdiction shall
not invalidate or render unenforceable such provision in any other
jurisdiction.


Section
17.  Counterparts; Integration.  This Agreement may be executed in
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute a single contract (subject to Section 13),
and shall become effective as provided in Section 13.  Delivery of an executed signature page to
this Agreement by facsimile transmission shall be as effective as delivery of a
manually executed counterpart of this Agreement.  This Agreement constitutes the entire
agreement among the parties hereto regarding the subject matters hereof and
supersedes all prior agreements and understandings, oral or written, regarding
such subject matter.


Section
18.  Rules of Interpretation.  The rules of interpretation specified in
Section 1.4 of the Amended and Restated Credit Agreement shall be
applicable to this Agreement.


Section
19.  Governing Law; Jurisdiction;
Consent to Service of Process.


(a)           This
Agreement shall be construed in accordance with and be governed by the law of
the State of New York.


(b)           Each
party to this Agreement hereby irrevocably and unconditionally submits, for
itself and its property, to the non-exclusive jurisdiction of the United States
courts located within the Southern District in the State of New York, and of
any state court of the State of New York located in New York county and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement, any other Loan Document or any Hedging Document or
the transactions contemplated hereby or thereby, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York state court or, to the
extent permitted by applicable law, such Federal court.  Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.  Nothing in this
Agreement shall affect any right that the Administrative Agent, the Issuing
Bank or any Secured Party may otherwise have to bring any action or proceeding
relating to this Agreement against any Guarantor or its properties in the
courts of any jurisdiction.


(c)           Each
party to this Agreement irrevocably and unconditionally waives any objection
which it may now or hereafter have to the laying of venue of any such
suit, action or proceeding described in paragraph (b) of this Section and
brought in any court referred to in paragraph (b) of this Section.  Each party hereto irrevocably waives, to the
fullest extent permitted by applicable law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.



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(d)           Each
party to this Agreement irrevocably consents to the service of process in the
manner provided for notices in Section 10.1 of the Amended and Restated
Credit Agreement.  Nothing in this
Agreement will affect the right of the Administrative Agent or any Secured
Party to serve process in any other manner permitted by law.


Section
20.  Waiver of Jury Trial.  EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS
AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY HEDGING DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).  EACH PARTY HERETO
(i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND
(ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE HEDGING
DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.


Section
21.  Additional Guarantors.  Pursuant to Section 5.10 of the Amended
and Restated Credit Agreement, each Subsidiary that was not in existence on the
date of the Amended and Restated Credit Agreement is required to enter into
this Agreement as a Guarantor upon becoming a Subsidiary.  Upon execution and delivery after the date
hereof by the Administrative Agent and such Subsidiary of an instrument in the
form of Annex 1, such Subsidiary shall become a Guarantor hereunder with
the same force and effect as if originally named as a Guarantor herein.  The execution and delivery of any instrument
adding an additional Guarantor as a party to this Agreement shall not require
the consent of any other Guarantor hereunder. 
The rights and obligations of each Guarantor hereunder shall remain in
full force and effect notwithstanding the addition of any new Guarantor as a party
to this Agreement.


Section
22.  Right of Setoff.  If an Event of Default shall have occurred
and be continuing, each Secured Party is hereby authorized at any time and from
time to time, to the fullest extent permitted by law, to set off and apply any
and all deposits (general or special, time or demand, provisional or final) at
any time held and other Indebtedness at any time owing by such Secured Party to
or for the credit or the account of any Guarantor against any or all the
obligations of such Guarantor now or hereafter existing under this Agreement,
the other Loan Documents and the Hedging Documents held by such Secured Party,
irrespective of whether or not such Person shall have made any demand under
this Agreement, any other Loan Document or any Hedging Document and although
such obligations may be unmatured.  The
rights of each Secured Party under this Section 22 are in addition
to other rights and remedies (including other rights of setoff) that such
Secured Party may have.


Section
23.  Savings Clause.


(a)           It
is the intent of each Guarantor and the Administrative Agent that each
Guarantor’s maximum obligations hereunder shall be, but not in excess of:



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(i)            in a case or
proceeding commenced by or against any Guarantor under the provisions of Title
11 of the United States Code, 11 U.S.C. §§101 et seq.
(the “Bankruptcy Code”) on or within one year from the date on which any
of the Guaranteed Obligations are incurred, the maximum amount which would not
otherwise cause the Guaranteed Obligations (or any other obligations of such
Guarantor owed to the Administrative Agent or the Secured Parties) to be
avoidable or unenforceable against such Guarantor under
(i) Section 548 of the Bankruptcy Code or (ii) any state
fraudulent transfer or fraudulent conveyance act or statute applied in such
case or proceeding by virtue of Section 544 of the Bankruptcy Code; or


(ii)           in a case or
proceeding commenced by or against any Guarantor under the Bankruptcy Code
subsequent to one year from the date on which any of the Guaranteed Obligations
are incurred, the maximum amount which would not otherwise cause the Guaranteed
Obligations (or any other obligations of such Guarantor to the Administrative
Agent or the Secured Parties) to be avoidable or unenforceable against such
Guarantor under any state fraudulent transfer or fraudulent conveyance act or
statute applied in any such case or proceeding by virtue of Section 544 of
the Bankruptcy Code; or


(iii)          in a case or
proceeding commenced by or against any Guarantor under any law, statute or
regulation other than the Bankruptcy Code (including, without limitation, any
other bankruptcy, reorganization, arrangement, moratorium, readjustment of
debt, dissolution, liquidation or similar debtor relief laws), the maximum
amount which would not otherwise cause the Guaranteed Obligations (or any other
obligations of such Guarantor to the Administrative Agent or the Secured
Parties) to be avoidable or unenforceable against such Guarantor under such
law, statute or regulation including, without limitation, any state fraudulent
transfer or fraudulent conveyance act or statute applied in any such case or
proceeding.


(b)           The
substantive laws under which the possible avoidance or unenforceability of the
Guaranteed Obligations (or any other obligations of such Guarantor to the Administrative
Agent or the Secured Parties) as may be determined in any case or proceeding
shall hereinafter be referred to as the “Avoidance Provisions”.  To the extent set forth in Section 23(a)(i),
(ii), and (iii), but only to the extent that the Guaranteed
Obligations would otherwise be subject to avoidance or found unenforceable
under the Avoidance Provisions, if any Guarantor is not deemed to have received
valuable consideration, fair value or reasonably equivalent value for the
Guaranteed Obligations, or if the Guaranteed Obligations would render such
Guarantor insolvent, or leave such Guarantor with an unreasonably small capital
to conduct its business, or cause such Guarantor to have incurred debts (or to
have intended to have incurred debts) beyond its ability to pay such debts as
they mature, in each case as of the time any of the Guaranteed Obligations are
deemed to have been incurred under the Avoidance Provisions and after giving
effect to the contribution by such Guarantor, the maximum Guaranteed Obligations
for which such Guarantor shall be liable hereunder shall be reduced to that
amount which, after giving effect thereto, would not cause the Guaranteed
Obligations (or any other obligations of such Guarantor to the Administrative
Agent or the Secured Parties), as so reduced, to be subject to avoidance or
unenforceability under the Avoidance Provisions.



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(c)           This
Section 23 is intended solely to preserve the rights of the
Administrative Agent and the Secured Parties hereunder to the maximum extent that
would not cause the Guaranteed Obligations of such Guarantor to be subject to
avoidance or unenforceability under the Avoidance Provisions, and neither the
Guarantors nor any other Person shall have any right or claim under this Section 23
as against the Administrative Agent or Secured Parties that would not otherwise
be available to such Person under the Avoidance Provisions.


[Signatures
Follow]


 



 10















IN WITNESS WHEREOF, the parties
hereto have duly executed this Agreement as of the day and year first above
written.


	
  

  	
   

  	
   

  	
   

  	
  AAI SERVICES CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ James H. Perry

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name: James H. Perry

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice President and Chief Financial
  Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  AAI/ACL TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ James H. Perry

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name: James H. Perry

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice President and Chief Financial
  Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  AAI CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ James H. Perry

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name: James H. Perry

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice President and Chief Financial
  Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


 


 


 


 


 


 


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  UNITED INDUSTRIAL CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ James H. Perry

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name: James H. Perry

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice President and Chief Financial
  Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  SYMTX, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ James H. Perry

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name: James H. Perry

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice President and Chief Financial
  Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  MCTURBINE INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Francis X. Reinhardt

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name: Francis X. Reinhardt

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice President, Financial
  Integration and Control

  



 


 


 


 


 


 


 


 


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  SUNTRUST BANK, as

  	
   

  	
   

  	
   

  	
   

  
	
  Administrative Agent

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ John E. Hehir

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
  John E. Hehir

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  	
   

  	
   

  	
   

  	
   

  



 


 


 


 


[SIGNATURE
PAGE TO AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT]