Exhibit 10.7 EMPLOYMENT AGREEMENT by and between DIAMOND TRIUMPH AUTO GLASS, INC.Employment Agreement • March 30th, 2000 • Diamond Triumph Auto Glass Inc • New York
ANDIndenture • March 30th, 2000 • Diamond Triumph Auto Glass Inc • New York
EMPLOYMENT AGREEMENT BY AND BETWEEN DIAMOND TRIUMPH AUTO GLASS, INC.Employment Agreement • May 26th, 2005 • Diamond Triumph Auto Glass Inc • Services-automotive repair, services & parking • New York
EXECUTION COPY DIAMOND TRIUMPH AUTO GLASS, INC. 9 1/4% SENIOR NOTES DUE 2008 NOTE PURCHASE AGREEMENT MARCH 26, 1998 First Union Capital Markets BT Alex. Brown Incorporated Donaldson, Lufkin & Jenrette Securities Corporation c/o First Union Capital...Note Purchase Agreement • March 30th, 2000 • Diamond Triumph Auto Glass Inc • New York
Exhibit 10.3 STOCKHOLDERS AGREEMENT DATED AS OF MARCH 31, 1998Stockholders Agreement • March 30th, 2000 • Diamond Triumph Auto Glass Inc • New York
WITNESSETH:Restricted Stock Agreement • March 31st, 2003 • Diamond Triumph Auto Glass Inc • Services-automotive repair, services & parking • New York
SECTION I PARTIESLease Agreement • November 14th, 2003 • Diamond Triumph Auto Glass Inc • Services-automotive repair, services & parking
CIT Tel: 213 613-2500 Business Credit Fax: 213 613-1501 300 South Grand Avenue, 3rd Floor www.cit.com Los Angeles, California 90071Financing Agreement • April 4th, 2005 • Diamond Triumph Auto Glass Inc • Services-automotive repair, services & parking
Exhibit 10.10 MANAGEMENT SERVICES AGREEMENT This MANAGEMENT SERVICES AGREEMENT (the "Agreement"), dated as of March 31, 1998, is made by and between DIAMOND TRIUMPH AUTO GLASS, INC., a Delaware corporation ("Diamond"), and LEONARD GREEN & PARTNERS,...Management Services Agreement • March 30th, 2000 • Diamond Triumph Auto Glass Inc • New York
AMENDMENT AGREEMENTAmendment Agreement • March 31st, 2003 • Diamond Triumph Auto Glass Inc • Services-automotive repair, services & parking • New York
by and betweenEmployment Agreement • March 31st, 2003 • Diamond Triumph Auto Glass Inc • Services-automotive repair, services & parking • New York
Exhibit 10.9 NON-COMPETITION AGREEMENT THIS AGREEMENT (the "Agreement"), made this 31st day of March, 1998, by and between Richard Rutta, an individual presently residing at 626 Taylor Avenue, Scranton, PA 18510 ("Employee"), and Diamond Triumph Auto...Non-Competition Agreement • March 30th, 2000 • Diamond Triumph Auto Glass Inc • New York
Exhibit 2.1 SECOND AMENDED AND RESTATED STOCK PURCHASE AND SALE AGREEMENT by and amongStock Purchase and Sale Agreement • March 30th, 2000 • Diamond Triumph Auto Glass Inc
Exhibit 10.27 Diamond Triumph Auto Glass, Inc. 220 Division Street Kingston, Pennsylvania 18704-2796 As of October 21, 2004 Mr. Richard Rutta 626 Taylor Avenue Scranton, Pennsylvania 18510 Dear Richard: This Letter Agreement sets forth the...Resignation Agreement • April 4th, 2005 • Diamond Triumph Auto Glass Inc • Services-automotive repair, services & parking • New York
Exhibit 4.2 DIAMOND TRIUMPH AUTO GLASS, INC. 9 1/4% Senior Notes Due 2008 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2000 • Diamond Triumph Auto Glass Inc • New York
Exhibit 10.4 EMPLOYMENT AGREEMENT by and between DIAMOND TRIUMPH AUTO GLASS, INC.Employment Agreement • March 30th, 2000 • Diamond Triumph Auto Glass Inc • New York
AMENDMENT OF THE EMPLOYMENT AGREEMENT BY AND BETWEEN DIAMOND TRIUMPH AUTO GLASS, INC. AND RICHARD RUTTA DATED AS OF NOVEMBER 17, 2003 (THE "AGREEMENT")Employment Agreement • March 30th, 2004 • Diamond Triumph Auto Glass Inc • Services-automotive repair, services & parking
WITNESSETH:Stock Sale Agreement • March 31st, 2003 • Diamond Triumph Auto Glass Inc • Services-automotive repair, services & parking • New York
Exhibit 10.11 FINANCING AGREEMENT The CIT Group/Business Credit, Inc. (as Lender)Financing Agreement • April 12th, 2000 • Diamond Triumph Auto Glass Inc • Services-automotive repair, services & parking • California
As of June 1, 2002 Mr. Norman Harris 222 Beach Ridge Drive Powell, Ohio 43065 Re: Stockholders Agreement Dear Norman: This Letter Agreement confirms the understanding reached between you, Diamond Triumph Auto Glass, Inc., a Delaware corporation (the...Stockholders Agreement • August 14th, 2002 • Diamond Triumph Auto Glass Inc • Services-automotive repair, services & parking • New York
EXHIBIT 10.3 November 15, 2004 Diamond Triumph Auto Glass, Inc. 220 Division Street Kingston, PA 18704 Re: WAIVER AND AMENDMENT NUMBER NINE TO FINANCING AGREEMENT (THIS "WAIVER AND AMENDMENT") Gentlemen: Reference is made to the Financing Agreement...Financing Agreement • November 15th, 2004 • Diamond Triumph Auto Glass Inc • Services-automotive repair, services & parking
Exhibit 10.1 MANAGEMENT SUBSCRIPTION AND STOCKHOLDERS AGREEMENT This Management Subscription and Stockholders Agreement (the "Agreement") is entered into as of March 31, 1998 by and among Diamond Triumph Auto Glass, Inc., a Delaware corporation (the...Management Subscription and Stockholders Agreement • March 30th, 2000 • Diamond Triumph Auto Glass Inc • New York
Diamond Triumph Auto Glass, Inc. 220 Division Street Kingston, Pennsylvania 18704Stockholders Agreement • March 31st, 2003 • Diamond Triumph Auto Glass Inc • Services-automotive repair, services & parking • New York
AMENDMENT TO EMPLOYMENT AGREEMENT DATED NOVEMBER 17, 2003 BETWEEN KENNETH LEVINE (THE "EMPLOYEE") AND DIAMOND TRIUMPH AUTO GLASS, INC. (THE "COMPANY")Employment Agreement • April 4th, 2005 • Diamond Triumph Auto Glass Inc • Services-automotive repair, services & parking
The Employee and Company acknowledge and agree that on March 15, 2004 the Employee and the Company mutually agreed to reduce the Employee's annual base salary from $320,000.00 per annum to $52,000.00 per annum and that such base salary remained at that level from such date until February 27, 2005.
DIAMOND TRIUMPH AUTO GLASS, INC. as Issuer and SECOND SUPPLEMENTAL INDENTURE Dated as of October 7, 2005 to the INDENTURE Dated as of March 31, 1998 as supplemented by that FIRST SUPPLEMENTAL INDENTURE Dated as of August 11, 2005 91/4% Senior Notes...Second Supplemental Indenture • October 11th, 2005 • Diamond Triumph Auto Glass Inc • Services-automotive repair, services & parking
This SECOND SUPPLEMENTAL INDENTURE, dated as of October 7, 2005 (this “Second Supplemental Indenture”), to the Indenture (as defined below) is entered into by and between DIAMOND TRIUMPH AUTO GLASS, INC., a Delaware corporation (the “Company”) and U.S. BANK NATIONAL ASSOCIATION (as successor in interest to State Street Bank and Trust Company), as Trustee (the “Trustee”). Defined terms used herein and not otherwise defined herein shall have the meanings given in the Indenture.
RECAPITALIZATION AGREEMENT dated as of August 17, 2005 among DIAMOND TRIUMPH AUTO GLASS, INC., KENNETH LEVINE and GREEN EQUITY INVESTORS II, L.P.Recapitalization Agreement • August 18th, 2005 • Diamond Triumph Auto Glass Inc • Services-automotive repair, services & parking • Delaware
THIS RECAPITALIZATION AGREEMENT (the “Agreement”), dated as of August 17, 2005, is entered into by and among Diamond Auto Triumph Glass, Inc., a Delaware corporation (the “Company”), Kenneth Levine, an individual (“Levine”), and Green Equity Investors II, L.P., a Delaware limited partnership (“GEI”).
The CIT Group/Business Credit, Inc. (as Lender) And DIAMOND TRIUMPH AUTO GLASS, INC. (as Borrower)Financing Agreement • April 27th, 2000 • Diamond Triumph Auto Glass Inc • Services-automotive repair, services & parking • California
WAIVER LETTER February 28, 2005 Diamond Triumph Auto Glass, Inc. 220 Division Street Kingston, PA 18704 Gentlemen: We refer to the Financing Agreement between us dated March 27, 2000, as amended (the "Financing Agreement"). Capitalized terms used...Waiver Letter • April 4th, 2005 • Diamond Triumph Auto Glass Inc • Services-automotive repair, services & parking
This letter is to confirm our agreement that, solely with respect to said fiscal periods, the foregoing violations and/or breaches of the Financing Agreement shall not be deemed to be Defaults and/or Events of Default under the Financing Agreement.
DIAMOND TRIUMPH AUTO GLASS, INC. as Issuer and FIRST SUPPLEMENTAL INDENTURE Dated as of August 16, 2005 to the INDENTURE Dated as of March 31, 1998 91/4% Senior Notes due 2008First Supplemental Indenture • August 18th, 2005 • Diamond Triumph Auto Glass Inc • Services-automotive repair, services & parking
This FIRST SUPPLEMENTAL INDENTURE, dated as of August 16, 2005 (this “Supplemental Indenture”), to the Indenture (as defined below) is entered into by and between DIAMOND TRIUMPH AUTO GLASS, INC., a Delaware corporation (the “Company”) and U.S. BANK NATIONAL ASSOCIATION (as successor in interest to State Street Bank and Trust Company), as Trustee (the “Trustee”). Defined terms used herein and not otherwise defined herein shall have the meanings given in the Indenture.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 7, 2005 by and among GREEN EQUITY INVESTORS II, L.P., KENNETH LEVINE and DIAMOND TRIUMPH AUTO GLASS, INC.Stockholders Agreement • October 11th, 2005 • Diamond Triumph Auto Glass Inc • Services-automotive repair, services & parking • Delaware
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of October 7, 2005, by and among Green Equity Investors II, L.P., a Delaware limited partnership (“GEI”), Kenneth Levine (the “Executive”), and Diamond Triumph Auto Glass, Inc., a Delaware corporation (the “Company”). Each of the parties to this Agreement (other than the Company) and any other individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof (a “Person”) who shall become a party to or agree to be bound by the terms of this Agreement after the date hereof, including any GEI Transferee or Executive Transferee, is sometimes hereinafter referred to as a “Stockholder.” Kenneth Levine, together with his Permitted Transferees (as defined in Section 2.2(a)), is sometimes hereinafter referred to as the “Executive Stockholders.” GEI, together with its
