Lamaur Corp Sample Contracts

Lamaur Corp – ASSET PURCHASE AGREEMENT (May 14th, 2002)

EXHIBIT 10.1 ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT dated this 29th day of April, 2002 (the "Agreement") among The Lamaur Corporation, a Delaware corporation ("Lamaur" or "Seller"), and Alleghany Pharmacal Corporation, a New York corporation ( "Buyer") (Buyer and Seller being collectively sometimes referred to as the "Parties)". WITNESSETH: WHEREAS, the Seller desires to sell certain assets relating to its Salon Style product lines, including certain intellectual property and inventory, as further defined in this Agreement, and Buyer desires to purchase such assets from Seller; NOW, THEREFORE, in consideration of the warranties, representations, covenants and agreements hereinafter set forth, the Seller and Buyer hereby agree as follows: Article 1 Transfer of Assets,

Lamaur Corp – ASSET PURCHASE AGREEMENT (November 21st, 2001)

EXHIBIT 10.1 ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT dated this 13th day of November, 2001 (the "Agreement") among The Lamaur Corporation, a Delaware corporation ("Lamaur" or "Seller"), and Alleghany Pharmacal Corporation, a New York corporation ("Buyer") (Buyer and Seller being collectively sometimes referred to as the "Parties)". WITNESSETH: WHEREAS, the Seller desires to sell certain assets relating to its Willow Lake product lines, including certain intellectual property and inventory, as further defined in this Agreement, and Buyer desires to purchase such assets from Seller; NOW, THEREFORE, in consideration of the warranties, representations, covenants and agreements hereinafter set forth, the Seller and Buyer hereby agree as follows: Article 1 Transfer of Ass

Lamaur Corp – CERTIFICATE OF INCORPORATION (June 25th, 2001)

EXHIBIT 4.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE LAMAUR CORPORATION -------------------------------------------- Pursuant to Section 245 of the General Corporation Law of the State of Delaware -------------------------------------------- The Lamaur Corporation, a corporation organized and existing under the laws of the State of Delaware, hereby certifies that: 1. The name of the corporation is THE LAMAUR CORPORATION, (hereinafter called the "Corporation"). The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 4, 1996 under the name EHS MERGER CORP. 2. This Amended and Restated Certifi

Lamaur Corp – FORBEARANCE AGREEMENT (March 30th, 2000)

Exhibit 10.24 Forbearance Agreement by and between Registrant and the Committee of Unsecured Creditors FORBEARANCE AGREEMENT This Forbearance Agreement is entered into as of , 2000, by and between The Lamaur Corporation ("Lamaur") and the Committee of Unsecured Creditors of Lamaur, acting on behalf of all general unsecured Creditors of Lamaur, by and through its members, Owens Illinois, Inc., U.S. Can Company, Sequist Perfect, AeroPres Corp., Longview Fibre, Cognis Corp., and National Starch and Chemical (the "Committee"). RECITALS A. WHEREAS, Lamaur is indebted to its general unsecured creditors in the approximate aggregate amount of $8,000,000, as of February 29, 2000, (the "Existing Debt"). Lamaur and the Committee desire to address Lamaur's repayment of the Existing Debt in accordance with

Lamaur Corp – Employment Agreement (March 30th, 2000)

EXHIBIT 10.23 Employment Agreement between Registrant and Lawrence Pesin made as of December 7, 1999 Employment Agreement Agreement made as of the 7th day of December 1999 between The Lamaur Corporation, a Delaware Corporation, with offices at 5601 E. River Road, Fridley, MN 55432, (hereinafter referred to as Company) and Lawrence Pesin residing at 700 Astri Terrace, Valley Cottage, NY 10989 (hereinafter referred to as Employee). 1. Employment and Duties: The Company, a public Corporation, hereby employs Employee as the Chief Executive Officer of Company to perform Executive duties generally accepted as the duties such titles entail. Such duties will include, but not be limited to: managing the Company's resources to achieve stabilization, growth and profit goals; developing 1-year Operating Plans and 3-to-5 year Business Plans; and managing the i

Lamaur Corp – MANUFACTURING AGREEMENT (October 13th, 1999)

MANUFACTURING AGREEMENT This Manufacturing Agreement (this "Agreement") is made as of ____________, 1999, by and between Tiro Industries Inc., a Minnesota corporation ("Manufacturer") and The Lamaur Corporation, a Delaware corporation ("Purchaser"). Recitals: A. Purchaser is a marketer, seller and distributor of various hair care, skin care and associated health and beauty products. B. Manufacturer is a manufacturer of custom hair care, skin care, cosmetic and chemical specialty products. C. Purchaser and Manufacturer have agreed that, pursuant to the terms and conditions of this Agreement, Manufacturer shall manufacture for and sell to Purchaser, and Purchaser shall purchase from Manufacturer, certain Lamaur products as described herein. THEREFORE, THE PARTIES TO THIS AGREEMENT AGREE AS FOLLOWS: 1. TERM;

Lamaur Corp – ASSET PURCHASE AGREEMENT (October 13th, 1999)

ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into as of September 28, 1999, by and between The Lamaur Corporation, a Delaware corporation ("Seller"), and Tiro Industries, Inc., a Minnesota corporation ("Purchaser"). 1. Purchase and Sale of Assets. Purchaser agrees to purchase from Seller, and Seller agrees to sell, convey and assign to Purchaser, for the Purchase Price set forth below, and on the terms and conditions set forth in this Agreement, the following described assets (the "Assets") which are located at or which relate to the land and building (the "Land" and the "Building"; collectively, the "Property") commonly known as 5601 East River Road, Fridley, Minnesota: (a) Personal Property. All Building fixtures, trade fixtures, equipment and other tangible personal property owned by Seller and/or a Seller-related entity, and

Lamaur Corp – PURCHASE AND SALE AGREEMENT (October 13th, 1999)

PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made and entered into as of September 28, 1999, by and between The Lamaur Corporation, a corporation under the laws of the State of Delaware ("Seller"), and Tiro Industries, Inc., a corporation under the laws of the State of Minnesota ("Purchaser"). 1. Purchase and Sale of Property. Purchaser agrees to purchase from Seller, and Seller agrees to sell and convey to Purchaser, for the Purchase Price set forth below, and on the terms and conditions set forth in this Agreement, the property commonly known as 5601 East River Road, Fridley, Minnesota, described as follows: (a) The manufacturing, warehouse, office and laboratory building (the "Building") containing a total of approximately 475,000 square feet located on the Land. (b) Approximately 27 acres of land (the "Land") legally described on Exhibit A hereto, toget

Lamaur Corp – Loan and Security Agreement (August 16th, 1999)

Loan and Security Agreement by and between CONGRESS FINANCIAL CORPORATION (CENTRAL) as Lender and THE LAMAUR CORPORATION as Borrower Dated: May 27, 1999 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS..................................................1 SECTION 2. CREDIT FACILITIES...........................................11 2.1 Revolving Loans.............................................11 2.2. Letter of Credit Accommodations.............................12 2.3. Term Loan A.................................................14 2.4. Term Loan B............

Lamaur Corp – THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT AND (March 31st, 1998)

-8- THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT AND WAIVER OF DEFAULTS This Amendment, dated as of March __, 1998, is made by and between THE LAMAUR CORPORATION, a Delaware corporation (the "Borrower"), and NORWEST BUSINESS CREDIT, INC., a Minnesota corporation (the "Lender"). Recitals The Borrower and the Lender have entered into an Amended and Restated Credit and Security Agreement dated as of May 16, 1997, as amended by a First Amendment to Amended a Restated Credit and Security Agreement dated as of August 13, 1997 and a Second Amendment to Amended and Restated Credit and Security Agreement dated as of November 13, 1997 (as so amended, the "Credit Agreement"). Capitalized terms used in these recitals have the meanings given to them in the Credit Agreement unless other

Lamaur Corp – EMPLOYEE SEVERANCE AGREEMENT (March 31st, 1998)

EXHIBIT 10.14 EMPLOYEE SEVERANCE AGREEMENT This Agreement is entered into and delivered and effective as of July 1, 1997. WHEREAS, the Board of Directors and the Compensation Committee of The Lamaur Corporation, a Delaware corporation (the "Company"), have determined it to be in the best interests of the Company and its stockholders to provide certain key employees (the "Designated Employees") with certain protection from events that could occur in connection with certain changes of control of the Company, and WHEREAS, to accomplish this objective and encourage the Designated Employees to continue employment with the Company, the Company desires to enter into this Agreement. NOW, THEREFORE, for good and valuable consideration, the Company and the undersigned employee (the "Employee") hereby agree as follows: 1. Change of Control. "Change of Control" means the

Lamaur Corp – RESTATED CREDIT AND SECURITY AGREEMENT (March 31st, 1998)

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT This Amendment, dated as of November __, 1997, is made by and between THE LAMAUR CORPORATION, a Delaware corporation (the "Borrower"), and NORWEST BUSINESS CREDIT, INC., a Minnesota corporation (the "Lender"). Recitals The Borrower and the Lender have entered into an Amended and Restated Credit and Security Agreement dated as of May 16, 1997, as amended by the First Amendment to Amended and Restated Credit Agreement dated as of August 13, 1997 (as amended, the "Credit Agreement"). Capitalized terms used in these recitals have the meanings given to them in the Credit Agreement unless otherwise specified. The Borrower is in default of various obligations under the Credit Agreement as set forth in a letter from the Borrower to the Lender dated November 6,

Lamaur Corp – RESTATED CREDIT AGREEMENT (November 14th, 1997)

EXHIBIT 10.1 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Amendment is made as of the 13th day of August, 1997 by and between The Lamaur Corporation, a Delaware corporation (the "Borrower"), and Norwest Business Credit, Inc., a Minnesota corporation (the "Lender"). Recitals The Borrower and the Lender have entered into the Amended and Restated Credit and Security Agreement dated as of May 16, 1997 (the "Credit Agreement"). The Lender has agreed to make a term loan, a real estate loan and certain loan advances to the Borrower pursuant to the terms and conditions set forth in the Credit Agreement. The term loan is evidenced by the Borrower's amended and restated term note dated May 16, 1997 in the original principal amount of $2,300,000, the real estate loan is evidenced by

Lamaur Corp – CREDIT AND SECURITY AGREEMENT (August 28th, 1997)

AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT Dated as of May 16, 1997 WHEREAS, The Lamaur Corporation, a Delaware corporation formerly known as Electronic Hair Styling, Inc. (the "Borrower"), and Norwest Business Credit, Inc., a Minnesota corporation (the "Lender"), previously executed and delivered that certain Credit and Security Agreement dated as of November 16, 1995, as amended by First Amendment to Credit Agreement dated as of March 15, 1996, as amended by Second Amendment to Credit Agreement dated as of August 30, 1996, as amended by Amendment Agreement dated October 18, 1996, and as amended by Third Amendment to Credit Agreement dated as of January 30, 1997 (collectively, and as so amended, the "Original Credit Agreement"), pursuant to which Lender agreed, among other things, to extend a $14,000,000 working capit

Lamaur Corp – 1997 EMPLOYEE STOCK PURCHASE PLAN (May 9th, 1997)

THE LAMAUR CORPORATION 1997 EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the 1997 Employee Stock Purchase Plan of The Lamaur Corporation: 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. 2. Definitions. (a) "Board" shall mean the Board of Directors of the Company. (b) "Code" shall mean the Internal Revenue Code of 1986, as amended. (c) "Common Stock" shal

Lamaur Corp – 1997 STOCK PLAN (May 9th, 1997)

THE LAMAUR CORPORATION 1997 STOCK PLAN 1. Purposes of the Plan. The purposes of this Plan are: o to attract and retain the best available personnel for positions of responsibility, o to provide additional incentive to Employees, Directors and Consultants, and o to promote the success of the Company's business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. 2. Definitions. As used herein, the following definitions shall apply: (a) "Administrator" means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 4 of the Plan. (b) "Applicable Laws" means the requirements relating to the administration of stock option plans under U. S. state corporate laws, U.S. federal and s

Lamaur Corp – 1996 NONSTATUTORY STOCK OPTION PLAN (May 9th, 1997)

THE LAMAUR CORPORATION 1996 NONSTATUTORY STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of this Plan are: to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants, and to promote the success of the Company's business. Nonqualified Stock Options may be granted under the Plan. 2. Definitions. As used herein, the following definitions shall apply: (a) "Administrator" means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 4 of the Plan. (b) "Applicable Laws" means the legal requirements relating to the administration of stock option plans and i

Lamaur Corp – FIRST AMENDMENT TO CREDIT AGREEMENT (March 31st, 1997)

FIRST AMENDMENT TO CREDIT AGREEMENT This Amendment is made as of the 15th day of March, 1996 by and between Electronic Hair Styling, Inc., a Washington corporation (the "Borrower"), and Norwest Business Credit, Inc., a Minnesota corporation (the "Lender"). Recitals The Borrower and the Lender have entered into the Credit and Security Agreement dated as of November 16, 1995 (the "Credit Agreement"). The Lender has agreed to make a term loan, a real estate loan and certain loan advances to the Borrower pursuant to the terms and conditions set forth in the Credit Agreement. The term loan is evidenced by the Borrower's term note dated November 16, 1995 in the original principal amount of $2,300,000, the real estate loan is evidenced by the Borrower's real estate note dated November 16, 1995 in the original principal amount of $3,700,000 and the loan advan