EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 11th, 2006 • Manchester Inc • Metal mining • Georgia
THIS AGREEMENT made as of October 4, 2006 between Nice Cars Operations AcquisitionCo, Inc., a corporation incorporated pursuant to the laws of Delaware (hereinafter known as the "Corporation") and Raymond A. Lyle (hereinafter known as the "Employee") (this “Agreement”).
LOAN AND SECURITY AGREEMENT NICE CARS FUNDING LLC as Borrower PALM BEACH MULTI- STRATEGY FUND, L.P. as Lender and THE BANK OF NEW YORK as Collateral Agent $75,000,000 Loan September 28, 2006Loan and Security Agreement • October 11th, 2006 • Manchester Inc • Metal mining • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made as of September __, 2006 between Palm Beach Multi-Strategy Fund, L.P. (“Lender”), whose corporate address is 2911 Turtle Creek Boulevard, Suite 1200, Dallas, Texas 75219, Nice Cars Funding LLC, a Delaware limited liability company (the “Borrower”), whose chief executive office is located at 100 Crescent Court, 7th Floor, Dallas, Texas 75201 (the “Borrower’s Address”) and The Bank of New York, as collateral agent for Lender (in such capacity, the “Collateral Agent”).
SHARE PURCHASE AND EXCHANGE AGREEMENT MANCHESTER INC. NICE CARS ACCEPTANCE ACQUISITIONCO, INC. NICE CARS CAPITAL ACCEPTANCE CORPORATION SHAREHOLDERS OF NICE CARS CAPITAL ACCEPTANCE CORPORATIONShare Purchase and Exchange Agreement • October 11th, 2006 • Manchester Inc • Metal mining • New York
THIS SHARE PURCHASE AND EXCHANGE AGREEMENT (this "Agreement"), dated October 4, 2006, is entered into by and between Manchester Inc., a Nevada corporation having its principal office at 100 Crescent Court, 7th Floor, Dallas, Texas 75201 (the “Parent”), Nice Cars Acceptance AcquisitionCo, Inc., a Delaware corporation and wholly owned subsidiary of the Parent (the “Company”), Nice Cars Capital Acceptance Corporation, a Georgia Corporation (“NCCAC”) having its principal office at 990 Battlefield Parkway, Fort Oglethorpe, Georgia 30742 and the undersigned shareholders of NCCAC (each a “Shareholder,” and collectively, the “Shareholders”).
GUARANTYGuaranty • October 11th, 2006 • Manchester Inc • Metal mining • New York
THIS GUARANTY (this “Guaranty”) is made effective as of September 28, 2006, by Manchester Inc., a Nevada corporation (“Manchester”), Nice Cars Acceptance AcquisitionCo, Inc., a Delaware corporation (“NCAC”) and Nice Cars Operations AcquisitionCo, Inc., a Delaware corporation (“NCOC” and, together with Manchester and NCAC, “Guarantors” and each, a “Guarantor”), to and for the benefit of Palm Beach Multi-Strategy Fund, L.P., a Delaware limited partnership (“Lender”).
PLAN AND AGREEMENT OF MERGER OF FOREIGN CORPORATION INTO DELAWARE CORPORATIONMerger Agreement • October 11th, 2006 • Manchester Inc • Metal mining
AGREEMENT OF MERGER made this 4th day of October, 2006, between Nice Cars, Inc., a Georgia Corporation (the “Georgia Corporation”), and Nice Cars Operations AcquisitionCo, Inc., a Delaware Corporation (the “Delaware Corporation”).
SECURITY AGREEMENT dated as of September 28, 2006 among MANCHESTER INC., NICE CARS ACCEPTANCE ACQUISITIONCO., INC., NICE CARS OPERATIONS ACQUISITIONCO., INC., as Guarantors, THE BANK OF NEW YORK, as the Collateral Agent and PALM BEACH MULTI-STRATEGY...Security Agreement • October 11th, 2006 • Manchester Inc • Metal mining • New York
THIS SECURITY AGREEMENT dated as of September 28, 2006 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Security Agreement”) is made among (1) Manchester Inc., a Nevada corporation (“Manchester”); Nice Cars Acceptance AcquisitionCo., Inc., a Delaware corporation (“NCAC”), and Nice Cars Operations AcquisitionCo., Inc., a Delaware corporation (“NCOC”) (together, the “Guarantors”, and each, a “Guarantor”), (2) The Bank Of New York as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”) and (3) Palm Beach Multi-Strategy Fund, L.P. (the “Lender”).
FUNDING AGREEMENTFunding Agreement • October 11th, 2006 • Manchester Inc • Metal mining • New York
Funding Agreement (the “Agreement”), dated as of September 29, 2006, among The Bank of New York, a New York banking corporation with its principal corporate trust office at 101 Barclay Street, 8th Floor West, New York, New York 10286, as Collateral Agent under the Loan Agreement (defined below) (the “Collateral Agent”), Palm Beach Multi-Strategy Fund, L.P., a Delaware limited partnership, with its principal office at 3601 PGA Blvd., Suite 301, Palm Beach Gardens Florida 33410 (the “Lender”); Nice Cars Funding LLC, Delaware limited liability company with its principal office at 100 Crescent Court, 7th Floor, Dallas, Texas 75201 (the “Borrower”) and Manchester, Inc., a Nevada corporation, with its principal office at 100 Crescent Court, 7th Floor, Dallas, Texas 75201 (the “Guarantor”).
SALE AND SERVICING AGREEMENT between NICE CARS FUNDING LLC, as Purchaser, and NICE CARS ACCEPTANCE ACQUISITIONCO, INC., as Seller, and MANCHESTER INC., as Servicer and NICE CARS OPERATIONS AQUISITIONCO., INC. Dated as of September 28, 2006Sale and Servicing Agreement • October 11th, 2006 • Manchester Inc • Metal mining • New York
SALE AND SERVICING AGREEMENT (this “Agreement”) dated as of September 28, 2006, among Nice Cars Funding LLC, a Delaware limited liability company (the “Purchaser”), Nice Cars Acceptance AcquisitionCo, Inc. (“Seller”), Manchester Inc., a Nevada corporation (“Servicer”), and Nice Cars Operations AcquisitionCo, Inc. a Delaware corporation (“NCOC”).
Commitment LetterCommitment Letter • October 11th, 2006 • Manchester Inc • Metal mining • New York
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 11th, 2006 • Manchester Inc • Metal mining • New York
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of October 4, 2006 between Palm Beach Multi-Strategy Fund, L.P. (“Lender”), whose corporate address is c/o Links Business Capital L.P., P.O. Box 833519, Nice Cars Funding LLC, a Delaware limited liability company (the “Borrower”), whose chief executive office is located at 100 Crescent Court, 7th Floor, Dallas, Texas 75201 and The Bank of New York, as collateral agent for Lender (in such capacity, the “Collateral Agent”). Capitalized terms not expressly defined herein shall have the meanings ascribed to them in the Loan Agreement (as hereinafter defined).
