EXHIBIT 10.5
INTERIM MEASURES AGREEMENT
This Agreement is made as of January 1, 1999 between
GRANT BROTHERS SALES, LIMITED, a corporation
existing under the laws of Canada ("Grant Brothers"),
and
GRANT AUTOMOTIVE GROUP INC., a corporation existing
under the laws of Ontario ("Grant Auto")
and
SPECTRE INDUSTRIES, INC., a corporation existing under the
laws of Nevada ("Spectre Industries").
RECITALS
X. Xxxxx Brothers and Grant Auto entered into an asset purchase agreement of
even date (the "Asset Purchase Agreement"). Then Grant Brothers and Spectre
Industries entered into a share purchase agreement of even date (the "Share
Purchase Agreement") under which Spectre Industries purchased all the shares of
Grant Auto. Satisfaction of part of the Purchase Price has been deferred and, as
a result, Spectre Industries has pledged the Purchased Shares to Grant Brothers
pending full satisfaction of the Purchase Price.
B. Then Grant Brothers and Grant Auto entered into a management services
agreement of even date (the "Management Services Agreement") under which Grant
Brothers is obliged to provide certain services to Grant Auto and to take
certain actions.
C. The purpose of this Agreement is (1) to oblige Grant Auto and Spectre
Industries to refrain from taking certain actions, and (2) to relieve Grant
Brothers from certain obligations under the Management Services Agreement and
the Asset Purchase Agreement, until Spectre Industries has made full
satisfaction in respect of the Purchase Price.
For value received, the parties agree as follows.
1. Incorporated Terms. Sections 1, 6 and 7 of the Share Purchase Agreement are
hereby incorporated into this Agreement, with such modifications as the
circumstances require. Any notice to Grant Auto under this Agreement must be
made in the manner set out in the Management Services Agreement.
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2. Conflicts. If there is a conflict between any term of this Agreement and any
term of the Asset Purchase Agreement, the Share Purchase Agreement or the
Management Services Agreement, the relevant term of this Agreement is to
prevail.
3. Interim Relief from Obligations. Until such time as Spectre Industries has
fulfilled all of its payment and share delivery obligations in accordance with
section 2.2 of the Share Purchase Agreement or in accordance with an acceptable
alternative agreed by Grant Brothers and Spectre Industries under section 2.6 of
the Share Purchase Agreement:
(a) Grant Brothers is not required to take any action under section 3.5
of the Management Services Agreement; and
(b) Grant Brothers is not required to take any action under sections
2.3(b) or 2.4(d) of the Asset Purchase Agreement.
4. No Payments to Spectre Industries. Until such time as Spectre Industries has
fulfilled all of its payment and share delivery obligations in accordance with
section 2.2 of the Share Purchase Agreement or in accordance with an acceptable
alternative agreed by Grant Brothers and Spectre Industries under section 2.6 of
the Share Purchase Agreement, Grant Auto shall not, and Spectre Industries shall
ensure that Grant Auto shall not, without the prior written consent of Grant
Brothers, pay, deliver or remit anything of value to Spectre Industries,
including any cash, dividends, assets, instruments or other property or
proceeds.
The parties have duly executed this Agreement.
GRANT BROTHERS SALES, LIMITED
By: /s/ Xxxx X. Xxxxx
-------------------------------------
Name:
Title:
By: /s/ Xxx X. Xxxxx
-------------------------------------
Name:
Title:
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GRANT AUTOMOTIVE GROUP INC.
By: /s/ Xxxxx Xxxx
-------------------------------------
Name: Xxxxx Xxxx
Title: President
SPECTRE INDUSTRIES, INC.
By: /s/ Xxxx Xxxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Chairman
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