SECURITY AGREEMENT ------------------ Date: As of October 1, 1997 The undersigned, SPURLOCK ADHESIVES, INC., a Virginia corporation with an office for the transaction of business at 5090 General Mahone Highway, Waverly, Virginia 23890 (herein referred...Security Agreement • April 17th, 1998 • Spurlock Industries Inc • Adhesives & sealants
RECITALS:Indemnification Agreement • March 31st, 1999 • Spurlock Industries Inc • Adhesives & sealants • Virginia
Exhibit 10.48 SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT, dated April 8, 1998, is made by and among Spurlock Industries, Inc., a Virginia corporation, Spurlock Adhesives, Inc., a Virginia corporation (collectively, the "Corporations"), Spurlock...Settlement Agreement • April 17th, 1998 • Spurlock Industries Inc • Adhesives & sealants • Virginia
ANDSecurity Agreement • April 17th, 1998 • Spurlock Industries Inc • Adhesives & sealants • Virginia
RECITALS:Non-Qualified Stock Option Agreement • November 14th, 1996 • Spurlock Industries Inc • Adhesives & sealants • Virginia
Exhibit 10.37 GUARANTY OF PAYMENT AND PERFORMANCE THIS GUARANTY OF PAYMENT AND PERFORMANCE dated as of October 1, 1997 (the "Guaranty") from SPURLOCK INDUSTRIES, INC., a Virginia corporation with an office at 5090 General Mahone Highway, Waverly,...Spurlock Industries Inc • April 17th, 1998 • Adhesives & sealants • New York
EXECUTION COPY] UNCONDITIONAL GUARANTY This UNCONDITIONAL GUARANTY (this "Guaranty") dated as of the 8th day of April, 1998 (the "Guaranty") is given by HAROLD N. SPURLOCK, SR. (the "Guarantor"), resident of Petersburg, Virginia, to Spurlock...Spurlock Industries Inc • April 17th, 1998 • Adhesives & sealants • Virginia
andPledge and Security Agreement • April 17th, 1998 • Spurlock Industries Inc • Adhesives & sealants • New York
ANDSpurlock Industries Inc • April 17th, 1998 • Adhesives & sealants • New York
Exhibit 10.27 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of the 1st day of April, 1998, by and between SPURLOCK INDUSTRIES, INC., a Virginia corporation ("SII"), SPURLOCK ADHESIVES, INC., a Virginia corporation...Employment Agreement • April 17th, 1998 • Spurlock Industries Inc • Adhesives & sealants
Exhibit 10.26 BUSINESS LOAN AGREEMENTBusiness Loan Agreement • March 31st, 1999 • Spurlock Industries Inc • Adhesives & sealants • Virginia
TOWN OF MOREAU By: /s/ Harry G. Gutheil, Jr. ------------------------- Its: Town SupervisorIndenture • November 14th, 1997 • Spurlock Industries Inc • Adhesives & sealants
THIS INDENTURE, made the 13th day of August, 1997 between TOWN OF MOREAU, grantor, a municipal corporation organized under the laws of the State of New York having its offices at Town Office Building, Box 1349, South Glens Falls, New York 12803, (hereafter referred to as Grantor) and Spurlock Adhesives Incorporated, a Virginia corporation with an address of P.O. Box 8 Waverly, Virginia 23890, grantee.
Exhibit 10.2 PROMISSORY NOTEPromissory Note • November 14th, 1997 • Spurlock Industries Inc • Adhesives & sealants
ANDMortgage and Security Agreement • April 17th, 1998 • Spurlock Industries Inc • Adhesives & sealants
RECITALS:Indemnification Agreement • March 31st, 1997 • Spurlock Industries Inc • Adhesives & sealants • Virginia
Exhibit 10.17 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT made as of this 11th day of March, 1996, between AIR RESOURCES CORPORATION, a Colorado business corporation, SPURLOCK ADHESIVES INCORPORATED, a Virginia business corporation, and SPURLOCK...Employment Agreement • April 16th, 1998 • Spurlock Industries Inc • Adhesives & sealants • Virginia
RECITALS:Incentive Stock Option Agreement • November 14th, 1996 • Spurlock Industries Inc • Adhesives & sealants • Virginia
Exhibit 10.38 REMARKETING AGREEMENTRemarketing Agreement • April 17th, 1998 • Spurlock Industries Inc • Adhesives & sealants • New York
ANDTax Agreement • April 17th, 1998 • Spurlock Industries Inc • Adhesives & sealants • New York
By: /s/ Harry G. Gutheil, Jr. -------------------------- Its: Town SupervisorIndenture • November 14th, 1997 • Spurlock Industries Inc • Adhesives & sealants
Exhibit 10.41 BUILDING LOAN AGREEMENT THIS BUILDING LOAN AGREEMENT (this "Agreement") is made and entered into as of the 1st day of October, 1997, by and among KEYBANK NATIONAL ASSOCIATION, a national banking association with an office for the...Building Loan Agreement • April 17th, 1998 • Spurlock Industries Inc • Adhesives & sealants • New York
This Indenture State of New York ) County of )ss.: Made the 9th day of October Recorded on the __ day of _______ Nineteen Hundred and Ninety-Seven A.D., 19__ at _____ o'clock ___M in liber ____ of Deeds at Page ____ and examined. ClerkSpurlock Industries Inc • April 17th, 1998 • Adhesives & sealants
COUNTY OF SARATOGA INDUSTRIAL DEVELOPMENT AGENCY, a public benefit corporation having an address of Saratoga County Municipal Center, 40 McMaster Street, Ballston Spa, New York 12020
ANDInstallment Sale Agreement • April 17th, 1998 • Spurlock Industries Inc • Adhesives & sealants
GUARANTYGuaranty • November 14th, 1997 • Spurlock Industries Inc • Adhesives & sealants
Exhibit 10.33 LETTER OF CREDIT REIMBURSEMENT AGREEMENT THIS LETTER OF CREDIT REIMBURSEMENT AGREEMENT, (the "Reimbursement Agreement"), dated as of the 1st day of October, 1997, by and between SPURLOCK ADHESIVES, INC. ("Borrower"), a Virginia...Credit Reimbursement Agreement • April 17th, 1998 • Spurlock Industries Inc • Adhesives & sealants • New York
TOTax Regulatory Agreement • April 17th, 1998 • Spurlock Industries Inc • Adhesives & sealants
ARTICLE I GENERALSpurlock Industries Inc • November 14th, 1997 • Adhesives & sealants • Oregon
RECITALSHazardous Substances Indemnity Agreement • April 17th, 1998 • Spurlock Industries Inc • Adhesives & sealants • New York
EXECUTION ORIGINAL] PROMISSORY NOTESpurlock Industries Inc • April 17th, 1998 • Adhesives & sealants
Exhibit 10.4 HCHO/UFC PLANT "A"- LEASE This lease made this 30th day of September, 1997, by and between D.B. WESTERN, INC., hereinafter called "LESSOR" (and sometimes lessor), and SPURLOCK ADHESIVES INC., hereinafter called "LESSEE" (and sometimes...Spurlock Industries Inc • November 14th, 1997 • Adhesives & sealants • Oregon
EXHIBIT 10.1 [SPURLOCK INDUSTRIES, INC. LETTERHEAD] March 4, 1998 To: Larry Birkholz From: Phil Sumpter Dear Larry, The purpose of this memorandum is to document our agreement relative to severance compensation should the company decide to terminate...Spurlock Industries Inc • November 16th, 1998 • Adhesives & sealants
The purpose of this memorandum is to document our agreement relative to severance compensation should the company decide to terminate your employment. This arrangement is in recognition of the circumstances under which you joined the company and the critical nature of your position.
RECITALS:Employment and Retirement Benefit Agreement • March 31st, 1997 • Spurlock Industries Inc • Adhesives & sealants • Virginia
WITNESSETH: That for and in consideration of the sum of TEN ($10.00) DOLLARS, and other good and valuable consideration, cash in hand paid by the party of the second part to the party of the first part, the receipt of which is hereby acknowledged, the...Spurlock Industries Inc • March 31st, 1999 • Adhesives & sealants
Exhibit 10.7 GUARANTY OF PAYMENT For value received, the undersigned, Irvine R. Spurlock, unconditionally guarantees prompt payment of all obligations set forth in the lease agreement between Spurlock Adhesives, Inc. (the "Company") and D.B. Western...Spurlock Industries Inc • November 14th, 1997 • Adhesives & sealants
For value received, the undersigned, Irvine R. Spurlock, unconditionally guarantees prompt payment of all obligations set forth in the lease agreement between Spurlock Adhesives, Inc. (the "Company") and D.B. Western (the "Lessor") dated as of the 30th day of September, 1997 (the "Lease Agreement"), when due, for a period of twelve (12) months from the date on which the term of the Lease Agreement begins (the "Guaranty Period"). The undersigned shall pay all costs and expenses, including attorneys' fees, incurred in the collection of the money due under said Lease Agreement. During the Guaranty Period, neither the renewal or extension of the Lease Agreement, nor the acceptance, release or surrender of any security therefor, nor the release of the Company, nor any delay in the enforcement of payments under the Lease Agreement, nor any other delay or omission in the exercise of any right or power under the Lease Agreement, shall affect the liability of the undersigned. During the Guarant
EXHIBIT 10.2 [SPURLOCK INDUSTRIES, INC. LETTERHEAD] March 4, 1998 To: Kirk Passopulo From: Phil Sumpter Dear Kirk, The purpose of this memorandum is to document our agreement relative to severance compensation should the company decide to terminate...Spurlock Industries Inc • November 16th, 1998 • Adhesives & sealants
The purpose of this memorandum is to document our agreement relative to severance compensation should the company decide to terminate your employment. This arrangement is in recognition of twenty four years of service with Spurlock Adhesives in a number of responsible positions and for your willingness to make a transition from a plant operations environment into a corporate role.
