EXHIBIT 10.8 [Draft: (NEW YORK) October 17, 1998] NOTE PURCHASE AGREEMENT Dated as of November __, 1998 By and Among SPECIALTY PRODUCTS & INSULATION CO., EVERCORE CAPITAL PARTNERS L.P., EVERCORE CAPITAL PARTNERS (NQ) L.P.,Note Purchase Agreement • November 5th, 1998 • Specialty Products & Insulation Co • Wholesale-professional & commercial equipment & supplies • New York
FORM OF UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • June 16th, 1998 • Specialty Products & Insulation Co • Wholesale-professional & commercial equipment & supplies • Pennsylvania
Exhibit 10.10 REVOLVING CREDIT AGREEMENT, dated as of December 31, 1998, among SPECIALTY PRODUCTS & INSULATION CO., THE SUBSIDIARY GUARANTORS REFERRED TO IN THIS AGREEMENT FIRST UNION NATIONAL BANK AS AGENT, AND THE LENDERS REFERRED TO IN THIS AGREEMENTRevolving Credit Agreement • December 28th, 1998 • Specialty Products & Insulation Co • Wholesale-professional & commercial equipment & supplies • Pennsylvania
EXHIBIT 10.9 NOTE AGREEMENT Dated as of November __, 1998Note Agreement • November 5th, 1998 • Specialty Products & Insulation Co • Wholesale-professional & commercial equipment & supplies • New York
FORM OF LOAN AGREEMENTLoan Agreement • June 16th, 1998 • Specialty Products & Insulation Co • Wholesale-professional & commercial equipment & supplies • Pennsylvania
BACKGROUNDEmployment Agreement • November 5th, 1998 • Specialty Products & Insulation Co • Wholesale-professional & commercial equipment & supplies • Pennsylvania
Exhibit 10.5 ------------ FORM OF EXECUTIVE SEVERANCE AGREEMENT This is an agreement by and between SPECIALTY PRODUCTS & INSULATION CO., a Pennsylvania Corporation, ("Employer") and RONALD L. KING, an adult individual ("Employee"). Background...Executive Severance Agreement • June 16th, 1998 • Specialty Products & Insulation Co • Wholesale-professional & commercial equipment & supplies • Pennsylvania
EXHIBIT 2.1 STOCK SUBSCRIPTION AGREEMENT Dated as of October 28, 1998 by and among IREX CORPORATION SPECIALTY PRODUCTS & INSULATION CO. EVERCORE CAPITAL PARTNERS L.P. EVERCORE CAPITAL PARTNERS (NQ) L.P.Stock Subscription Agreement • November 5th, 1998 • Specialty Products & Insulation Co • Wholesale-professional & commercial equipment & supplies • New York
EXHIBIT 10.7 EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into as of ___________,1998, by and between Specialty Products and Insulation Co. a Pennsylvania with an office at 1097 Commercial Avenue, East Petersburg, PA (the "Company") and...Employment Agreement • November 5th, 1998 • Specialty Products & Insulation Co • Wholesale-professional & commercial equipment & supplies • Pennsylvania
ARTICLE I DEFINITIONS SECTION 1.1 DEFINITIONS. As used in this Agreement (including the introduction and Background section hereof), the following definitions apply (such meanings to be equally applicable to both the singular and plural focus of the...Tax Sharing and Indemnification Agreement • November 5th, 1998 • Specialty Products & Insulation Co • Wholesale-professional & commercial equipment & supplies • Pennsylvania
Exhibit 10.8 ------------ FORM OF EMPLOYMENT AGREEMENT This is an agreement by and between SPECIALTY PRODUCTS & INSULATION CO., a Pennsylvania corporation ("Employer") and CHARLES F. SCHATTGEN, an adult individual (the "Employee"). Background Employer...Employment Agreement • June 16th, 1998 • Specialty Products & Insulation Co • Wholesale-professional & commercial equipment & supplies • Pennsylvania
EXHIBIT 10.1 CORPORATE SEPARATION AGREEMENTCorporate Separation Agreement • November 5th, 1998 • Specialty Products & Insulation Co • Wholesale-professional & commercial equipment & supplies • Pennsylvania
FORM OF DEFERRED PAYMENT AGREEMENT FOR DIRECTOR ---------------------------------------Deferred Payment Agreement • June 16th, 1998 • Specialty Products & Insulation Co • Wholesale-professional & commercial equipment & supplies
BETWEENBenefits Sharing Agreement • November 5th, 1998 • Specialty Products & Insulation Co • Wholesale-professional & commercial equipment & supplies • Pennsylvania
