EXECUTION COPY] CREDIT AGREEMENT, dated as of July 30, 1999,Credit Agreement • April 17th, 2000 • Us Automotive Manufacturing Inc • Motor vehicle parts & accessories • New York
RECITALSRegistration Rights Agreement • July 29th, 1998 • Us Automotive Manufacturing Inc • Motor vehicle parts & accessories • Delaware
SETTLEMENT AGREEMENT SETTLEMENT AGREEMENT, made as of this 30th day of January, 1997, by and among RT Industries, Inc., a Delaware corporation (the "Company"), Ron Tygar (a/k/a Ronald Tygar) ("Tygar"), FRNT Realty Co., Ltd. ("FRNT"), and RT...Settlement Agreement • March 31st, 1997 • Rt Industries Inc • Motor vehicle parts & accessories • Florida
PROMISSORY NOTEPromissory Note • April 15th, 1998 • Us Automotive Manufacturing Inc • Motor vehicle parts & accessories
GUARANTYGuaranty • September 15th, 1997 • Rt Industries Inc • Motor vehicle parts & accessories • Virginia
RECITALSRegistration Rights Agreement • April 15th, 1998 • Us Automotive Manufacturing Inc • Motor vehicle parts & accessories • New York
August 29, 1997 RT Industries, Inc. Attn: President 1875 E. Lake Mary Boulevard Sanford, FL Re: Lock-Up Agreement Gentlemen: In connection with the acquisition, by merger of Quality Automotive Company ("Quality") by QUAC Acquisition Corp....Lock-Up Agreement • September 15th, 1997 • Rt Industries Inc • Motor vehicle parts & accessories • Delaware
CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made as of August 29, 1997, by and between RT INDUSTRIES, INC., d/b/a US Automotive Manufacturing, Inc., a Delaware corporation ("RTI"), having an office located at Route 627, Airport...Consulting Agreement • April 15th, 1998 • Us Automotive Manufacturing Inc • Motor vehicle parts & accessories • New York
TERM NOTETerm Note • April 17th, 2000 • Us Automotive Manufacturing Inc • Motor vehicle parts & accessories
REVOLVING NOTERevolving Note • April 17th, 2000 • Us Automotive Manufacturing Inc • Motor vehicle parts & accessories
THE TERMS OF THIS AGREEMENT AND ANY ACTION TAKEN OR NOT TAKEN UNDER OR IN CONNECTION THEREWITH SHALL BE SUBJECT IN ALL RESPECTS TO THE TERMS OF THE INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF MAY 23, 2000 BETWEEN IBJ WHITEHALL BUSINESS...Secured Promissory Note • December 13th, 2000 • Us Automotive Manufacturing Inc • Motor vehicle parts & accessories • Pennsylvania
CONSULTING AGREEMENT THIS CONSULTING AGREEMENT, made as of October __, 1996 by and between R.T. INDUSTRIES, INC., a Delaware corporation, with offices located at 1875 E. Lake Mary Boulevard, Sanford, Florida 32773 (the "Company") and JOHN FLYNN, an...Consulting Agreement • October 30th, 1996 • Rt Industries Inc • Motor vehicle parts & accessories • New York
FIFTH AMENDMENTRevolving Credit, Term Loan and Security Agreement • April 2nd, 1999 • Us Automotive Manufacturing Inc • Motor vehicle parts & accessories • New York
RECITAL:Employment Agreement • April 15th, 1998 • Us Automotive Manufacturing Inc • Motor vehicle parts & accessories • Virginia
RECITALSRegistration Rights Agreement • April 15th, 1998 • Us Automotive Manufacturing Inc • Motor vehicle parts & accessories • New York
REVOLVING CREDIT FACILITY THIS AGREEMENT, dated as of March 31, 1998 by and between U.S. Automotive Manufacturing, Inc., with offices located at Route 627, Airport Drive, Tappahannock, Virginia 22560 (the "Borrower" or the "Company"), and Galt...Revolving Credit Facility • April 2nd, 1999 • Us Automotive Manufacturing Inc • Motor vehicle parts & accessories • New York
STOCK PLEDGE AND SECURITY AGREEMENT STOCK PLEDGE AND SECURITY AGREEMENT dated as of August 29, 1997, among RT INDUSTRIES, INC. (the "Pledgor"), each of JOHN W. KOHUT, LINDA S. RAM, MARTIN CHEVALIER and MALVINA B. CHEVALIER, individuals residing in New...Stock Pledge and Security Agreement • September 15th, 1997 • Rt Industries Inc • Motor vehicle parts & accessories • Virginia
EXHIBIT 99.2 ASSET SALE AND PURCHASE AGREEMENT BY AND AMONG FDP VIRGINIA, INC. FRICTION DIVISION PRODUCTS, INC. FDP BRAKES, INC. W&W ELECTRONICS LIMITED U.S. AUTOMOTIVE MANUFACTURING, INC. US AUTOMOTIVE FRICTION, INC.Asset Sale and Purchase Agreement • January 31st, 2001 • Us Automotive Manufacturing Inc • Motor vehicle parts & accessories • Pennsylvania
REVOLVING PROMISSORY NOTERevolving Promissory Note • April 15th, 1998 • Us Automotive Manufacturing Inc • Motor vehicle parts & accessories
THIS WARRANT HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER, AND, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR...Warrant Agreement • July 29th, 1998 • Us Automotive Manufacturing Inc • Motor vehicle parts & accessories • Delaware
RECITALSRegistration Rights Agreement • September 15th, 1997 • Rt Industries Inc • Motor vehicle parts & accessories • New York
August 29, 1997 RT Industries, Inc. Attn: President 1875 E. Lake Mary Boulevard Sanford, FL 32773 Re: Lock-Up Agreement Gentlemen: In connection with the lock up agreement (the "Quality Lock-Up") executed simultaneously herewith by the former...Lock-Up Agreement • September 15th, 1997 • Rt Industries Inc • Motor vehicle parts & accessories • Delaware
CAPEX NOTECapex Note • April 17th, 2000 • Us Automotive Manufacturing Inc • Motor vehicle parts & accessories
REVOLVING CREDIT FACILITY THIS AGREEMENT, dated as of March 31, 1998 by and between U.S. Automotive Manufacturing, Inc., with offices located at Route 627, Airport Drive, Tappahannock, Virginia 22560 (the "Borrower" or the "Company"), and...Revolving Credit Facility • April 15th, 1998 • Us Automotive Manufacturing Inc • Motor vehicle parts & accessories • New York
BACKGROUNDRevolving Credit, Term Loan and Security Agreement • April 15th, 1998 • Us Automotive Manufacturing Inc • Motor vehicle parts & accessories • New York
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 15th, 1997 • Rt Industries Inc • Motor vehicle parts & accessories • Delaware
BACKGROUNDAmended and Restated Revolving Credit, Term Loan and Security Agreement • April 15th, 1998 • Us Automotive Manufacturing Inc • Motor vehicle parts & accessories • New York
AMENDMENT TO DEED OF TRUST, FIXTURE FILING AND SECURITY AGREEMENT This Amendment is made and dated as of September 27, 2000, between QUALITY AUTOMOTIVE COMPANY, a Delaware corporation (the "Trustor"), and ELLEN F. DYKE AND DAVID G. LANE, as trustees...Amendment to Deed of Trust, Fixture Filing and Security Agreement • December 13th, 2000 • Us Automotive Manufacturing Inc • Motor vehicle parts & accessories
