EXHIBIT 4.1 ----------- FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (the "Amendment") is made as of the 31st day of October, 1996, by and between CPAC, Inc., a New...Loan Agreement • February 3rd, 1997 • Cpac Inc • Special industry machinery, nec • Georgia
EXHIBIT 4.1 ----------- SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (this "Amendment") is made and entered into as of this 10th day of July, 1998, by and between...Loan Agreement • August 12th, 1998 • Cpac Inc • Special industry machinery, nec • Georgia
EXHIBIT 99.2 ------------ AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT ----------------------------------------- WHEREAS, (the "Purchaser") has entered into a ----------------------- Subscription Agreement ("Subscription Agreement") subscribing for the...Exhibit 99 • October 5th, 1995 • Cpac Inc • Special industry machinery, nec
CPAC, INC. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY RIGHTS AGENTRights Agreement • March 24th, 1999 • Cpac Inc • Special industry machinery, nec • New York
RECITALSAgreement • October 29th, 1997 • Cpac Inc • Special industry machinery, nec • Georgia
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT ("Agreement"), dated as of July 22, 1997, by and among CPAC, INC., a New York corporation having its principal place of business at 2364 Leicester Road, Leicester, New York (the...Asset Purchase Agreement • August 5th, 1997 • Cpac Inc • Special industry machinery, nec • Florida
EXHIBIT 99.1 ------------ AMENDMENT TO DEFERRED COMPENSATION ARRANGEMENT ---------------------------------------------- THIS AMENDMENT dated the 20th day of July, 1998, between Thomas N. Hendrickson, 5 Simmons Road, Perry, New York 14530 (the...Cpac Inc • June 28th, 1999 • Special industry machinery, nec
EXHIBIT 10.1 ------------ EXTENSION OF EMPLOYMENT AGREEMENT AGREEMENT made this 20th day of July, 1998 between CPAC, INC., a corporation organized and existing under the laws of the State of New York (the "Corporation"), and THOMAS N. HENDRICKSON,...Extension of Employment Agreement • June 28th, 1999 • Cpac Inc • Special industry machinery, nec
WITNESSETH:Employment Agreement • November 14th, 1995 • Cpac Inc • Special industry machinery, nec • New York
WITNESSETH: ----------Stock Option Agreement • October 3rd, 1996 • Cpac Inc • Special industry machinery, nec • New York
September , 1995 --Exhibit 99 • October 5th, 1995 • Cpac Inc • Special industry machinery, nec • New York
December 28, 1995 Board of Directors CPAC, Inc. 2364 Leicester Road Leicester, New York 14481 Re: Subscription to Purchase 632,000 Shares of CPAC, Inc. Common Stock, $.01 par value per share Gentlemen: (1) Subscription: ------------ The Purchaser,...Exhibit 99 • January 2nd, 1996 • Cpac Inc • Special industry machinery, nec • New York
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 1st, 2007 • Cpac Inc • Special industry machinery, nec • New York
AGREEMENT AND PLAN OF MERGER, dated as of December 22, 2006 (the "Agreement"), by and among CPAC, Inc., a New York corporation ("Company"), Buckingham CPAC, Inc., a Delaware corporation ("Parent"), and Buckingham CPAC Acquisition Corp., a New York corporation and a wholly-owned subsidiary of Parent ("Acquisition Sub").
WITNESSETH: ----------Stock Option Agreement • October 3rd, 1996 • Cpac Inc • Special industry machinery, nec • New York
September 22, 1995 Board of Directors CPAC, Inc. 2364 Leicester Road Leicester, New York 14481 Re: Subscription to Purchase 1,000,000 Shares of CPAC, Inc. Common Stock, $.01 par value per share Gentlemen: (1) Subscription: ------------ The Purchaser,...Exhibit 99 • October 5th, 1995 • Cpac Inc • Special industry machinery, nec • New York
THIS AGREEMENT OF RESCISSION, REPURCHASE AND SETTLEMENT dated as of November 1, 1995 is by CPAC Investors, L.L.C., a limited liability company organized under the laws of the State of Delaware, with its principal business and office address located at...Exhibit 99 • November 14th, 1995 • Cpac Inc • Special industry machinery, nec • New York
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • August 17th, 2006 • Cpac Inc • Special industry machinery, nec • New York
THIS INCENTIVE STOCK OPTION AGREEMENT MADE as of this day of , 200_, between CPAC, INC., a New York business corporation (herein referred to as the "Company"), and (herein referred to as the "Optionee");
FINANCING AGREEMENT HSBC BUSINESS CREDIT (USA) INC. (AS ADMINISTRATIVE AGENT AND AS A LENDER) and THE OTHER LENDERS SIGNATORY HERETO FROM TIME TO TIME (AS LENDERS) with THE FULLER BRUSH COMPANY, INC. CPAC EQUIPMENT, INC. and ALLIED DIAGNOSTIC IMAGING...Financing Agreement • October 4th, 2006 • Cpac Inc • Special industry machinery, nec • New York
Financing Agreement dated September 28, 2006 among THE FULLER BRUSH COMPANY, INC., a corporation organized under the laws of the State of New York ("Fuller"), CPAC EQUIPMENT, INC., a corporation organized under the laws of the State of New York ("CPAC Equipment"), ALLIED DIAGNOSTIC IMAGING RESOURCES, INC. ,a corporation organized under the laws of the State of Delaware ("Allied Diagnostic", and together with Fuller and CPAC Equipment, each a "Borrower", and the collectively, the "Borrowers"), CPAC, INC., a corporation organized under the laws of the State of New York ("CPAC", and together with the Borrowers, each a "Credit Party", and collectively the "Credit Parties") and HSBC BUSINESS CREDIT (USA) INC. ("HSBC") and the other financial institutions which are now or which hereafter become a party hereto (each a "Lender" and collectively, the "Lenders"), and HSBC, as administrative agent for the Lenders (in such capacity, the "Agent").
AMENDMENT TO DEFERRED COMPENSATION ARRANGEMENTDeferred Compensation Arrangement • November 13th, 2001 • Cpac Inc • Special industry machinery, nec
THIS AMENDMENT dated the 25th day of October, 2001, between Thomas N. Hendrickson, 5 Simmons Road, Perry, New York 14530 (the "Employee"), and CPAC, Inc., 2364 Leicester Road, Leicester, New York 14481 (the "Company").
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 1st, 2007 • Cpac Inc • Special industry machinery, nec
THIS FIRST AMENDMENT (the "Amendment") to the Agreement and Plan of Merger (as hereinafter defined) is entered into by and among CPAC, Inc., a New York corporation ("Company"), Buckingham CPAC, Inc., a Delaware corporation ("Parent"), and Buckingham CPAC Acquisition Corp., a New York corporation and a wholly-owned subsidiary of Parent ("Acquisition Sub").
First Amendment to Rights AgreementRights Agreement • December 27th, 2006 • Cpac Inc • Special industry machinery, nec
This First Amendment to Rights Agreement (this "First Amendment") is made effective as of this 21st day of December, 2006 by and between CPAC, Inc., a New York corporation with its principal executive office at 2364 Leicester Road, Leicester, New York 14481 (the "Company"), and Continental Stock Transfer & Trust Co., a Delaware corporation with its principal executive office at 17 Battery Place, New York, New York 10004 (the "Rights Agent"). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Agreement (as defined below).
Restated Loan And Security Agreement between CPAC, INC. "Borrower" and Bank of America, N.A. "Lender" Dated: August 29, 2002Loan and Security Agreement • November 12th, 2002 • Cpac Inc • Special industry machinery, nec • Georgia
THIS AGREEMENT (the "Agreement"), dated as of August 29, 2002 between CPAC, INC., ("Borrower"), and BANK OF AMERICA, N.A., a national banking association ("Lender");
FOURTH AMENDMENT TO RESTATED LOAN AND SECURITY AGREEMENT AND WAIVERLoan and Security Agreement and Waiver • June 28th, 2006 • Cpac Inc • Special industry machinery, nec • Georgia
This Fourth Amendment to Restated Loan and Security Agreement and Waiver (this "Amendment") is made and entered into as of June 21, 2006, by and between CPAC, INC. (the "Borrower") and BANK OF AMERICA, N.A. (the "Lender");
THIRD AMENDMENT TO RESTATED LOAN AND SECURITY AGREEMENT AND WAIVERLoan and Security Agreement • November 14th, 2005 • Cpac Inc • Special industry machinery, nec • Georgia
This Third Amendment to Restated Loan and Security Agreement and Waiver (this "Amendment") is made and entered into as of August 23, 2005, but effective as of June 30, 2005, by and between CPAC, INC. (the "Borrower") and BANK OF AMERICA, N.A. (the "Lender");
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • June 28th, 2000 • Cpac Inc • Special industry machinery, nec • Georgia
THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (this "Amendment") is made and entered into as of this 27th day of April, 2000 (the "Agreement Date"), by and between CPAC, INC ., a New York corporation, as borrower (the "Borrower"), and BANK OF AMERICA, N.A. (f/k/a NationsBank, N.A.), a national banking association, as lender (the "Lender").
SECOND AMENDMENT TO RESTATED LOAN AND SECURITY AGREEMENT AND NOTELoan and Security Agreement • November 12th, 2004 • Cpac Inc • Special industry machinery, nec • Georgia
This Second Amendment to Restated Loan and Security Agreement and Note (this "Amendment") is made and entered into as of September 27, 2004 by and between CPAC, INC. (the "Borrower") and BANK OF AMERICA, N.A. (the "Bank");
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT (the "Amendment") to the Agreement and Plan of Merger (as hereinafter defined) is entered into by and among CPAC, Inc., a New York corporation ("Company"), Buckingham CPAC, Inc., a...Agreement and Plan of Merger • February 28th, 2007 • Cpac Inc • Special industry machinery, nec
WHEREAS, Parent, Acquisition Sub and Company executed an Agreement and Plan of Merger, dated as of December 22, 2006 (the "Agreement and Plan of Merger" or "Merger Agreement"); and
