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
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
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").
AGREEMENTCross-Default and Cross-Collateral Agreement • October 14th, 1999 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers • Ohio
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 99.19 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
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 99.8 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
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
Exhibit 99.5 Exhibit 2.4(a)(iv) Part 2 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 Barbara A. Kirchner,...Noncompetition Agreement • October 14th, 1999 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers • Ohio
SECURITY AGREEMENTSecurity Agreement • October 14th, 1999 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers • Massachusetts
Exhibit 2.2 FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT THIS FIRST AMENDMENT to Stock Purchase Agreement ("Amendment") is made as of September 17, 1999, by UNITED SHIELDS CORPORATION, a Colorado corporation (the "Buyer"), and HENRY A. KIRCHNER...Stock Purchase Agreement • October 14th, 1999 • United Shields Corp/Oh/ • Plastic materials, synth resins & nonvulcan elastomers
