UIC United Indl Corp

1.

Waiving any default or Event of Default (as defined in the applicable Loan Documents) under the Loan Documents that may have occurred as a result of the Company entering into the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 7, 2007, by and among the Company, Textron Inc. (“Textron”) and Marco Acquisition Sub Inc. (“Merger Sub”), an indirect wholly owned subsidiary of Textron, under which Textron has agreed to acquire all of the outstanding common stock of the Company in a tender offer (the “Offer”) and to subsequently merge Merger Sub with and into the Company (the “Merger”);

2.

Waiving the provisions of the Loan Documents to permit the Offer, the Merger, and the making of certain unsecured loans by Textron (or an affiliate of Textron) to the Company in connection with the transactions contemplated in and by the Merger Agreement;

3.

Reducing the Aggregate Revolving Commitment Amount from $200 Million to $50 Million, effective as of the first time Merger Sub purchases shares of the Company’s common stock, validly tendered pursuant to the Offer, constituting at least a majority of the shares of the Company’s common stock then outstanding;

4.

Providing for the repayment by the Company and AAI of all outstanding Loans by no later than 14 days from the effective date of the Merger; and

5.

Providing that the Commitments of the Lenders shall be terminated immediately upon such payment, and thereafter terminating all rights of the Company and AAI to borrow, and any obligations of the Lenders to make, any Loans.