Exhibit 10.1 [UNITED SHIELDS CORPORATION LETTERHEAD] September 22, 1997 Mr. Granville G. Valentine, III President and CEO R.P. Industries, Inc. 7400 Beaufont Springs Drive, Suite 325 Richmond, VA 23225 Dear Mr. Valentine: The purpose of this letter is...Acquisition Agreement • September 25th, 1997 • United Shields Corp/Oh/ • Blank checks
ARTICLE 1 --------- THE EXCHANGE ------------Share Exchange Agreement • September 25th, 1997 • United Shields Corp/Oh/ • Blank checks • Ohio
SALES AGREEMENTSales Agreement • April 15th, 1997 • Capital 2000 Inc • Blank checks • Ontario
ARTICLE IManagement Agreement • August 14th, 1997 • United Shields Corp/Oh/ • Blank checks • Ohio
Exhibit 99.6 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into this 30th day of September, 1997, and revised the 24th day of September, 1998, by and between UNITED SHIELDS CORPORATION, a Colorado corporation (the "Company"...Employment Agreement • April 8th, 1999 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers • Ohio
ARTICLE 1 INTERPRETATION --------------Amending Agreement • April 15th, 1997 • Capital 2000 Inc • Blank checks
Exhibit 99.1 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement) is entered into this 2nd day of July, 1998 and revised September 24, 1998, by and between UNITED SHIELDS CORPORATION, a Colorado corporation (the "Company" or "Employer") and...Employment Agreement • April 8th, 1999 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers • Ohio
Exhibit 99.7 EARN OUT AGREEMENT This Earn Out Agreement (the "Agreement") is made as of September 29, 1999 by and between UNITED SHIELDS CORPORATION, a Colorado corporation (the "Buyer") and HENRY A. KIRCHNER ("HAK"), BARBARA J. KIRCHNER ("BJK"), THE...Earn Out Agreement • October 14th, 1999 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers • Ohio
1 Exhibit 10(i)(a)(6) SECOND ADDENDUM TOAssignment of Sales Agreement • April 15th, 1997 • Capital 2000 Inc • Blank checks
STOCK PLEDGEStock Pledge Agreement • August 14th, 1997 • United Shields Corp/Oh/ • Blank checks
THE HENRY A. KIRCHNER REVOCABLE TRUSTStandby and Subordination Agreement • October 14th, 1999 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers
For valuable consideration, receipt of which is hereby acknowledged, and in consideration of the loans made this date by BERKSHIRE BANK, of 24 North Street, Pittsfield, Massachusetts 01201 (the "Bank") to PITTSFIELD MOLD & TOOL, INC., of 10 Betnr Industrial Drive, Pittsfield, Massachusetts 01201 (the "Borrower") in the amounts of $2,500,000.00 and $1,900,000.00, the undersigned, HENRY A. KIRCHNER AND BARBARA J. KIRCHNER, TRUSTEES OF THE KIRCHNER FAMILY NOMINEE TRUST, HENRY A. KIRCHNER, BARBARA J. KIRCHNER, HENRY A. KIRCHNER AND BARBARA J. KIRCHNER, TRUSTEES OF THE HENRY A. KIRCHNER REVOCABLE TRUST, and HENRY A. KIRCHNER AND BARBARA J. KIRCHNER, TRUSTEES OF THE BARBARA J. KIRCHNER REVOCABLE TRUST, agrees as follows: 1. The undersigned hereby subordinates all indebtedness of the Borrower to the undersigned evidenced by $1,750,000.00 and $2,200,000.00 promissory notes of even date herewith (the "Subordinated Indebtedness"), to any and all indebtedness now or hereafter extended to and owed
STOCK PLEDGEStock Pledge Agreement • August 14th, 1997 • United Shields Corp/Oh/ • Blank checks
Exhibit 2.1 Stock Purchase Agreement This Stock Purchase Agreement ("Agreement") is made as of August 27, 1999, by United Shields Corporation, a Colorado corporation ("Buyer"), and Henry A. Kirchner ("HAK"), Barbara J. Kirchner ("BJK"), The Henry A....Stock Purchase Agreement • October 14th, 1999 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers • Ohio
Exhibit 99.18 ASSIGNMENT OF RENTS AND LEASES THIS ASSIGNMENT OF RENTS AND LEASES (this "Assignment"), is made this 29th day of September, 1999 by PITTSFIELD MOLD & TOOL, INC., a Massachusetts corporation with a mailing address, for the purposes hereof...Assignment of Rents and Leases • October 14th, 1999 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers
THIS ASSIGNMENT OF RENTS AND LEASES (this "Assignment"), is made this 29th day of September, 1999 by PITTSFIELD MOLD & TOOL, INC., a Massachusetts corporation with a mailing address, for the purposes hereof at 10 Betnr Industrial Drive, Pittsfield, Massachusetts 01201 (the "Borrower") for the benefit of BERKSHIRE BANK, a Massachusetts banking corporation, with its office and principal place of business at 24 North Street, Pittsfield, Massachusetts 01201 (the "Lender").
RIDER TO SECURITY AGREEMENT DATED SEPTEMBER 16, 1997 (THE "AGREEMEN Exhibit 99.24 AMENDMENT TO LOAN AND SECURITY AGREEMENT NUMBER _______ DATED __________________, 1999 (THE "AGREEMENT") BY AND BETWEEN WENTWORTH CAPITAL, A DIVISION OF CHARTER...Loan and Security Agreement • April 14th, 2000 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers
SUBORDINATION AGREEMENT MADE BY Exhibit 99.31 Subordination Agreement Made By Henry A. Kirchner and Barbara J. Kirchner, Trustees of The Kirchner Family Nominee Trust, As Subordinating Creditor To: Charter Financial, Inc. 530 Fifth Avenue New York, NY...Subordination Agreement • April 14th, 2000 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers • New York
AMENDMENT TO THE EMPLOYMENT AGREEMENT OF T.J. TULLY NOVEMBER 30, 1998Employment Agreement • April 8th, 1999 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers
Effective November 30, 1998, the salary and bonus will be changed to $50,000.00 annually with a finder's fee of $5,000.00 for each acquisition found by T.J. Tully and subsequently acquired by United Shields.
AGREEMENTCross-Default and Cross-Collateral Agreement • October 14th, 1999 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers • Ohio
Exhibit 99.5 September 8, 1998 Mr. Jeffrey A. Pakrosnis 9651 Kelly Drive Loveland, OH 45140 Dear Jeff, This will confirm our agreement to amend Section 3 A (ii) of your Employment Agreement dated July 2, 1998 by increasing the number of shares granted...Employment Agreement • April 8th, 1999 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers
This will confirm our agreement to amend Section 3 A (ii) of your Employment Agreement dated July 2, 1998 by increasing the number of shares granted in the non-qualified stock option award from 72,500 to 400,000.
PREPAYMENT AGREEMENT Exhibit 99.30 Prepayment Agreement WHEREAS, Wentworth Capital, a division of Charter Financial, Inc. ("Charter"), as Secured Party and Pittsfield Mold & Tool, Inc. as Debtor ("Debtor") are parties to certain Loan and Security...Prepayment Agreement • April 14th, 2000 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers
Exhibit 99.3 September 8, 1998 Mr. Donald T. Zimmerman 2564 Handasyde Avenue Cincinnati, OH 45208 Dear Tim, This will confirm our agreement to replace Section 3 A (ii) of your Employment Agreement dated September 30, 1997 with the following: "As...Employment Agreement • April 8th, 1999 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers
Exhibit 99.6 REAL ESTATE PURCHASE AGREEMENT This Real Estate Purchase Agreement ("Agreement") is made and entered into as of September 29, 1999, by and between Pittsfield Mold & Tool, Inc. (referred to as "Purchaser"), and the Kirchner Family Nominee...Real Estate Purchase Agreement • October 14th, 1999 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers • Massachusetts
Exhibit 99.4 September 8, 1998 Mr. Jeffrey A. Pakrosnis 9651 Kelly Drive Loveland, OH 45140 Dear Jeff, This will confirm our agreement to amend Section 3A(ii)(b) of your Employment Agreement to reflect cash payments made under this section as...Employment Agreement • April 8th, 1999 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers
This will confirm our agreement to amend Section 3A(ii)(b) of your Employment Agreement to reflect cash payments made under this section as "advances", which, to the extent paid to Employee during the period from July 2, 1998 through January 2, 1999 (the "Advance Period"), shall be considered earned by the Employee as of January 2, 1999 provided that Employee does not terminate his employment with Employer for reasons other than Constructive Termination of Employee through a material reduction in duties and responsibilities or by breach of Employee's Employment Agreement by Employer. Further, in the event Employer terminates Employee prior to January 2, 1999 pursuant to sections 6(A)(i)-(iii) or (v) of the Employment Agreement, advances paid to Employee during the Advance Period shall be deemed earned by Employee as of the date of termination by Employer. In the event Employee terminates his employment with Employer prior to January 2, 1999 pursuant to section 6(A)(v) of the Employment
Exhibit 99.19 AGREEMENT OF GUARANTY THIS AGREEMENT OF GUARANTY (this "Guaranty") is made this 29th day of September, 1999 by UNITED SHIELDS CORPORATION, a Delaware corporation, with a business and post office address for the purposes hereof at 655...Guaranty Agreement • October 14th, 1999 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers • Massachusetts
RIDER TO LOAN AND SECURITY AGREEMENT NO Exhibit 99.23 Default Rider to Loan and Security Agreement No. 4508 dated _____________________ (the "Agreement") between Pittsfield Mold & Tool, Inc. ("Debtor") and Wentworth Capital, a division of Charter...Loan and Security Agreement • April 14th, 2000 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers
RIDER TO LOAN AND SECURITY AGREEMENT NO Exhibit 99.22 Rider to Loan and Security Agreement No. 4508 dated _____________________ (the "Agreement") between Pittsfield Mold & Tool, Inc. ("Debtor") and Wentworth Capital, a division of Charter Financial,...Loan and Security Agreement • April 14th, 2000 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers
Exhibit 99.4 Exhibit 2.4(a)(iv) Part 1 NONCOMPETITION AGREEMENT This Noncompetition Agreement (this "Agreement") is made as of September 29, 1999, by and between United Shields Corporation, a Colorado corporation ("Buyer"), and Henry A. Kirchner,...Noncompetition Agreement • October 14th, 1999 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers • Ohio
Exhibit 99.17 MORTGAGE AND SECURITY AGREEMENT (Second Mortgage) THIS MORTGAGE AND SECURITY AGREEMENT (this "Mortgage") is made this 29th day of September, 1999, between PITTSFIELD MOLD & TOOL, INC., a Massachusetts corporation, with a mailing address...Mortgage and Security Agreement • October 14th, 1999 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers
Exhibit 99.16 MORTGAGE AND SECURITY AGREEMENT (First Mortgage) THIS MORTGAGE AND SECURITY AGREEMENT (this "Mortgage") is made this 29th day of September, 1999, between PITTSFIELD MOLD & TOOL, INC., a Massachusetts corporation, with a mailing address...Mortgage and Security Agreement • October 14th, 1999 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers
Exhibit 99.13 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this "Agreement") is made as of the 29th day of September, by and between PITTSFIELD MOLD & TOOL, INC., a Massachusetts corporation, with a mailing address for the purposes...Loan and Security Agreement • October 14th, 1999 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers
Exhibit 99.3 EMPLOYMENT AGREEMENT This Agreement is made and entered into as of the 29th day of September, 1999 by and between UNITED SHIELDS CORPORATION, a Colorado corporation (the "Employer"), and JOSEPH A. KIRCHNER (the "Executive"). WHEREAS, the...Employment Agreement • October 14th, 1999 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers • Massachusetts
Exhibit 99.29 RIDER TO GUARANTY AGREEMENT DATED _______________, 1999 (THE "GUARANTY AGREEMENT") BY AND BETWEEN UNITED SHIELDS CORPORATION ("GUARANTOR") AND WENTWORTH CAPITAL, A DIVISION OF CHARTER FINANCIAL, INC. ("OBLIGEE") The Guaranty Agreement...Guaranty Agreement • April 14th, 2000 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers
Exhibit 99.8 STOCK PLEDGE AGREEMENT THIS AGREEMENT, dated this 29th day of September, 1999 by and between UNITED SHIELDS CORPORATION, a Colorado corporation (the "Pledgor"), the only shareholder of PITTSFIELD MOLD & TOOL, INC., a Massachusetts...Stock Pledge Agreement • October 14th, 1999 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers • Ohio
AMENDMENT TO LOAN AND SECURITY AGREEMENT NO Exhibit 99.25 Amendment To Loan And Security Agreement No. 4508 Dated December 22, 1999 (The "Agreement") By And Between Pittsfield Mold & Tool, Inc. As Debtor And Wentworth Capital, a division of Charter...Loan and Security Agreement • April 14th, 2000 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers
Exhibit 99.11 COMMERCIAL REAL ESTATE MORTGAGE AND SECURITY AGREEMENT THIS COMMERCIAL REAL ESTATE MORTGAGE AND SECURITY AGREEMENT (as amended from time to time, this "Mortgage"), is made this 29th day of September, 1999, by and from PITTSFIELD MOLD &...Commercial Real Estate Mortgage and Security Agreement • October 14th, 1999 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers
