LOAN AND SECURITY AGREEMENT MANCHESTER INDIANA FUNDING, LLC as Borrower PALM BEACH MULTI-STRATEGY FUND, L.P. as Lender and THE BANK OF NEW YORK TRUST COMPANY, N.A. as Collateral Agent $ 30,000,000 Loan December 28, 2006Loan and Security Agreement • April 16th, 2007 • Manchester Inc • Retail-auto dealers & gasoline stations • New York
LOAN AND SECURITY AGREEMENT (this “Agreement”) is made as of December 28, 2006 between Palm Beach Multi-Strategy Fund, L.P. (“Lender”), whose corporate address is 2911 Turtle Creek Boulevard, Suite 1200, Dallas, Texas 75219, Manchester Indiana Funding, LLC, a Delaware limited liability company (“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 Trust Company N.A., or any affiliated successor thereto, as collateral agent for Lender (in such capacity, the “Collateral Agent”).
GUARANTYGuaranty • April 16th, 2007 • Manchester Inc • Retail-auto dealers & gasoline stations • New York
THIS GUARANTY (this “Guaranty”) is made effective as of December 28, 2006, by Manchester Inc., a Nevada corporation (“Manchester”), Manchester Indiana Acceptance, Inc., a Delaware corporation (“MIA”) and Manchester Indiana Operations, Inc., a Delaware corporation (“MIO” and, together with Manchester and MIA, “Guarantors” and each, a “Guarantor”), to and for the benefit of Palm Beach Multi-Strategy Fund, L.P., a Delaware limited partnership (“Lender”).
SECURITY AGREEMENT dated as of December 28, 2006 among MANCHESTER INC., MANCHESTER INDIANA ACCEPTANCE, INC., MANCHESTER INDIANA OPERATIONS, INC., as Guarantors, THE BANK OF NEW YORK TRUST COMPANY, N.A., as the Collateral Agent and PALM BEACH...Security Agreement • April 16th, 2007 • Manchester Inc • Retail-auto dealers & gasoline stations • New York
THIS SECURITY AGREEMENT dated as of December 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”); Manchester Indiana Acceptance, Inc., a Delaware corporation (“MIA”), and Manchester Indiana Operations, Inc., a Delaware corporation (“MIO”) (together, the “Guarantors”, and each, a “Guarantor”), (2) The Bank of New York Trust Company, N.A., or any affiliated successor thereto, as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”) and (3) Palm Beach Multi-Strategy Fund, L.P. (the “Lender”).
PLAN AND AGREEMENT OF MERGER OF FOREIGN CORPORATION INTO DELAWARE CORPORATIONMerger Agreement • April 16th, 2007 • Manchester Inc • Retail-auto dealers & gasoline stations
AGREEMENT OF MERGER made this 29th day of December, 2006, between GNAC, Inc., an Indiana Corporation (the “Indiana Corporation”), and Manchester Indiana Acceptance, Inc., a Delaware Corporation (the “Delaware Corporation”).
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 16th, 2007 • Manchester Inc • Retail-auto dealers & gasoline stations
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment"), dated as of December 28, 2006 to be effective as of December 2, 2006 (the "Effective Date"), by and among Manchester Indiana Operations, Inc., a Delaware corporation ("Indiana Operations") and Manchester Indiana Acceptance, Inc., a Delaware corporation ("Indiana Acceptance", and, together with Indiana Operations, each a "Purchaser," and collectively, the "Purchasers"), Manchester Inc., a Nevada corporation ("Parent"), each of the persons identified on Schedule 4.2.1 to the Stock Purchase Agreement (each a "Seller," and collectively, "Sellers"), and on behalf of himself and each Seller, Rick Stanley ("Sellers' Representative").
FUNDING AGREEMENTFunding Agreement • April 16th, 2007 • Manchester Inc • Retail-auto dealers & gasoline stations • New York
Funding Agreement (the “Agreement”), dated as of December [__], 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”); Manchester Indiana 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”).
SECURITY AGREEMENTSecurity Agreement • April 16th, 2007 • Manchester Inc • Retail-auto dealers & gasoline stations • Indiana
THIS SECURITY AGREEMENT ("Agreement") is made and entered into as of the 29th day of December, 2006, by and between Manchester Indiana Acceptance, Inc., a Delaware corporation, and Manchester Inc., a Nevada corporation (together, the "Debtors") in favor of Rick Stanley, as Sellers Representative, and Rick Stanley, individually (collectively, the "Secured Party").
SALE AND SERVICING AGREEMENT between MANCHESTER INDIANA FUNDING, LLC, as Purchaser, and MANCHESTER INDIANA ACCEPTANCE, INC., as Seller, and MANCHESTER INC., as Servicer and MANCHESTER INDIANA OPERATIONS, INC. Dated as of December 28, 2006Sale and Servicing Agreement • April 16th, 2007 • Manchester Inc • Retail-auto dealers & gasoline stations • New York
SALE AND SERVICING AGREEMENT (this “Agreement”) dated as of December 28, 2006, among Manchester Indiana Funding, LLC, a Delaware limited liability company (the “Purchaser”), Manchester Indiana Acceptance, Inc. (“Seller”), Manchester Inc., a Nevada corporation (“Servicer”), and Manchester Indiana Operations, Inc. a Delaware corporation (“MIO”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 16th, 2007 • Manchester Inc • Retail-auto dealers & gasoline stations • Indiana
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of this December 29, 2006, (the "Effective Date") by and between Manchester Indiana Operations, Inc. (the "Corporation") and Rick L. Stanley (the "Employee").
STOCK PURCHASE AGREEMENT by and among MANCHESTER INDIANA OPERATIONS, INC., MANCHESTER INDIANA ACCEPTANCE, INC., MANCHESTER INC., the SHAREHOLDERS of each of and Rick Stanley, as Sellers’ Representative December 2, 2006Stock Purchase Agreement • April 16th, 2007 • Manchester Inc • Retail-auto dealers & gasoline stations • New York
UNCONDITIONAL CONTINUING GUARANTYUnconditional Continuing Guaranty • April 16th, 2007 • Manchester Inc • Retail-auto dealers & gasoline stations • Indiana
THIS UNCONDITIONAL CONTINUING GUARANTY (this "Guaranty") is made and entered into as of December 29, 2006 by Manchester Inc., a Nevada corporation (the "Guarantor") in favor of Rick Stanley, as Shareholders’ Representative, and Rick Stanley, individually (collectively, the "Holders").
