EMPLOYMENT AGREEMENT, of John WeinhardtEmployment Agreement • September 26th, 2014 • Unique Fabricating, Inc. • Motor vehicle parts & accessories • Michigan
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of March ___, 2013, by and between UNIQUE FABRICATING INCORPORATED., a Delaware corporation (the “Company”), and John Weinhardt (“Executive”).
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 26th, 2014 • Unique Fabricating, Inc. • Motor vehicle parts & accessories • Michigan
THIS SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT (this "Amendment"), by and among UFI ACQUISITION, INC., a Delaware corporation (“UFI Acquisition”), UNIQUE FABRICATING INCORPORATED, a Delaware corporation (“Unique Fabricating”), UNIQUE FABRICATING REALTY, LLC, a Michigan limited liability company (“UFR”), UNIQUE FABRICATING SOUTH, INC., a Michigan corporation (“UFS”), UNIQUE-PRESCOTECH, INC., a Delaware corporation (“Unique-Presco”, and together with UFI Acquisition, Unique Fabricating, UFR and UFS, collectively, the “Companies”), and THE PENINSULA FUND V LIMITED PARTNERSHIP, a Delaware limited partnership (the “Purchaser”), is dated and effective as of February 6, 2014 (the “Effective Date”).
LEASE AGREEMENTLease Agreement • September 26th, 2014 • Unique Fabricating, Inc. • Motor vehicle parts & accessories • Ohio
THIS LEASE AGREEMENT is made and entered into between CHARDAN PROPERTIES, LLC, an Ohio limited liability company ("Lessor") and UNIQUE FABRICATING INCORPORATED, a Delaware corporation ("Lessee"), on the latest date set forth below (the "Effective Date"), in multiple copies, each to constitute an original.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 26th, 2014 • Unique Fabricating, Inc. • Motor vehicle parts & accessories • Michigan
STOCKHOLDERS AGREEMENT AMONG UFI ACQUISITION, INC. AND THE STOCKHOLDERS NAMED HEREIN March 18, 2013Stockholders Agreement • September 26th, 2014 • Unique Fabricating, Inc. • Motor vehicle parts & accessories • Delaware
TERM NOTE (LIBOR Rate)Term Note • September 26th, 2014 • Unique Fabricating, Inc. • Motor vehicle parts & accessories • Michigan
For value received, the undersigned, UNIQUE FABRICATING INCORPORATED, a Delaware corporation, with an address of 800 Standard Parkway, Auburn Hills, Michigan 48326 (the "Borrower"), promises to pay to the order of RBS Citizens, N.A. a national banking association, with an address of 27777 Franklin, Southfield, Michigan 48034 (together with its successors and assigns, the "Bank"), the principal amount of Eleven Million and 00/100 Dollars ($11,000,000.00) on or before the Term Loan Maturity Date, as set forth below, together with interest from the date hereof on the unpaid principal balance from time to time outstanding until paid in full. The Borrower shall pay consecutive quarterly installments of principal, each in the amount of Three Hundred Ninety-two Thousand Eight Hundred Fifty-seven and 14/100 Dollars ($392,857.14), on the first day of each September, December, March and June commencing on June 1, 2013, and the same amount (except the last installment which shall be the unpaid ba
REVOLVING NOTE (LIBOR ADVANTAGE)Revolving Note • September 26th, 2014 • Unique Fabricating, Inc. • Motor vehicle parts & accessories
This Note is the Revolving Note referred to in the Loan Agreement and the obligations and liabilities hereunder of Borrower and each endorser hereof constitute Obligations that are secured by the Collateral as well as by any additional collateral hereafter granted to the Bank by the Borrower or any endorser or guarantor hereof or by any other party to secure the obligations arising hereunder.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 26th, 2014 • Unique Fabricating, Inc. • Motor vehicle parts & accessories • Delaware
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered as of the 18th day of March, 2013, by and between Taglich Private Equity, LLC, a Delaware limited liability company (“Service Provider”), and UFI Acquisition, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among UFI ACQUISITION, INC., UFI MERGER SUB, INC., UNIQUE FABRICATING INCORPORATED, and AMERICAN CAPITAL, LTD., AS REPRESENTATIVE OF THE HOLDERS Dated as of February 19, 2013Merger Agreement • September 26th, 2014 • Unique Fabricating, Inc. • Motor vehicle parts & accessories • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of February 19, 2013, by and among UFI Acquisition, Inc., a Delaware corporation (the “Buyer”), UFI Merger Sub, Inc., a Delaware corporation (the “Merger Sub”), Unique Fabricating Incorporated, a Delaware corporation (the “Company”), and American Capital, Ltd., a Delaware corporation, in its capacity as the Representative of the Holders (the “Representative”). Unless otherwise provided, capitalized terms used herein are defined in ARTICLE 1 below.
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 26th, 2014 • Unique Fabricating, Inc. • Motor vehicle parts & accessories • Michigan
THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (this "Amendment"), by and among UFI ACQUISITION, INC., a Delaware corporation (“UFI Acquisition”), UNIQUE FABRICATING INCORPORATED, a Delaware corporation (“Unique Fabricating”), UNIQUE FABRICATING REALTY, LLC, a Michigan limited liability company (“UFR”), UNIQUE FABRICATING SOUTH, INC., a Michigan corporation (“UFS”, and together with UFI Acquisition, Unique Fabricating, and UFR, collectively, the “Companies”), and THE PENINSULA FUND V LIMITED PARTNERSHIP, a Delaware limited partnership (the “Purchaser”), is dated and effective as of December _____, 2013 (the “Effective Date”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 26th, 2014 • Unique Fabricating, Inc. • Motor vehicle parts & accessories • Michigan
This LOAN AND SECURITY AGREEMENT (this "Agreement") is entered into at Southfield, Michigan, as of March 18, 2013, between UNIQUE FABRICATING INCORPORATED, a Delaware corporation (and, on the Closing Date (defined below), successor by merger to Merger Sub (defined below), with its chief executive office located at 800 Standard Parkway, Auburn Hills, Michigan 48326 (the "Borrower"), and RBS CITIZENS, N.A., a national banking association, with an address of 27777 Franklin, Southfield, Michigan 48034 (the "Bank").
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 26th, 2014 • Unique Fabricating, Inc. • Motor vehicle parts & accessories
This Amendment to Agreement and Plan of Merger (this “Amendment”) is entered into as of the 15th day of March, 2013, by and between UFI Acquisition, Inc., a Delaware corporation (“Buyer”), and American Capital, Ltd., a Delaware corporation (the “Representative”), in its capacity as Representative (as defined in the Merger Agreement referred to below); and
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 26th, 2014 • Unique Fabricating, Inc. • Motor vehicle parts & accessories
This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into to be effective as of the 6th day of February, 2014, by and amongst Unique-Chardan, Inc., a Delaware corporation (“Buyer”), Unique Fabricating Incorporated, a Delaware corporation (“Unique”), Chardan, Corp., an Ohio corporation (“Seller”), and Daniel M. Johns (“Stockholder”).
STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 26th, 2014 • Unique Fabricating, Inc. • Motor vehicle parts & accessories • Delaware
PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXYPledge and Security Agreement • September 26th, 2014 • Unique Fabricating, Inc. • Motor vehicle parts & accessories • Michigan
This Pledge and Security Agreement and Irrevocable Proxy ("Agreement") is effective as of March 18, 2013, between UFI ACQUISITION, INC., a Delaware corporation, whose address is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 ("Debtor"), and THE PENINSULA FUND V LIMITED PARTNERSHIP, a Delaware limited partnership, whose address is 500 Woodward Avenue, Suite 2800, Detroit, Michigan 48226 ("Secured Party"), who hereby agree as follows:
ASSET PURCHASE AGREEMENT by and among UNIQUE-CHARDAN, INC. (“Buyer”), UNIQUE FABRICATING INCORPORATED (“Unique”), CHARDAN, CORP. (“Seller”), and DANIEL M. JOHNS (The Sole Stockholder of Chardan Corp.) Dated February ___, 2014Asset Purchase Agreement • September 26th, 2014 • Unique Fabricating, Inc. • Motor vehicle parts & accessories • Michigan
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated February ___, 2014 (the “Effective Date”), is entered into by and amongst Unique-Chardan, Inc., a Delaware corporation (“Buyer”), Unique Fabricating Incorporated, a Delaware corporation (“Unique”), Chardan, Corp., an Ohio corporation (“Seller”), and Daniel M. Johns (“Stockholder”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 26th, 2014 • Unique Fabricating, Inc. • Motor vehicle parts & accessories • Michigan
This First Amendment to Credit Agreement (this "Amendment") is made as of June__, 2013 ("Effective Date") between UNIQUE FABRICATING INCORPORATED, a Delaware corporation (the "Borrower"), and RBS CITIZENS, N.A. a national banking association (the "Bank").
ASSET PURCHASE AGREEMENT by and among UNIQUE FABRICATING INCORPORATED, UNIQUE- PRESCOTECH, INC., PRESCOTECH HOLDINGS, INC., PRESCOTECH INDUSTRIES, INC., PRESCOTECH REAL ESTATE HOLDINGS, LLC and THE STOCKHOLDERS OF PRESCOTECH HOLDINGS, INC. Dated as of...Asset Purchase Agreement • September 26th, 2014 • Unique Fabricating, Inc. • Motor vehicle parts & accessories • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of December 18, 2013, is made by and among Unique Fabricating Incorporated, a Delaware corporation (“Unique”), Unique-Prescotech, Inc., a Delaware corporation (“Buyer”), PrescoTech Holdings, Inc., a Kentucky corporation (“Holdings”), PrescoTech Industries, Inc., a Kentucky corporation (“Industries”), PrescoTech Real Estate Holdings, LLC, a Kentucky limited liability company (“Real Estate Holdings”), Matthew T. Schoen and Duane R. Youngren. Each of Holdings, Industries and Real Estate Holdings are referred to herein each as a “Company” and collectively as the “Companies”. Matthew T. Schoen and Duane R. Youngren are referred to herein each as a “Stockholder” and together as the “Stockholders”.
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 26th, 2014 • Unique Fabricating, Inc. • Motor vehicle parts & accessories
THIS FIRST AMENDMENT (this "Amendment") to that certain Stock Purchase Agreement (the “Agreement”) dated as of March 18, 2013, by and between UFI ACQUISITION, INC., a Delaware corporation (the “Company”), and THE PENINSULA FUND V LIMITED PARTNERSHIP, a Delaware limited partnership (the “Purchaser”), is made and entered into as of December _____, 2013. Capitalized terms used and not otherwise defined in this Agreement will have the same meaning ascribed to them in the Agreement. The parties to this Amendment agree as follows:
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 26th, 2014 • Unique Fabricating, Inc. • Motor vehicle parts & accessories • Michigan
This Third Amendment to Loan and Security Agreement (this “Amendment”) is made as of February 6, 2014 (“Effective Date”) between UNIQUE FABRICATING INCORPORATED, a Delaware corporation (the “Borrower”), and RBS CITIZENS, N.A., a national banking association (the “Bank”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 26th, 2014 • Unique Fabricating, Inc. • Motor vehicle parts & accessories • Michigan
This Second Amendment to Loan and Security Agreement (this "Amendment") is made as of December 18, 2013 ("Effective Date") between UNIQUE FABRICATING INCORPORATED, a Delaware corporation (the "Borrower"), and RBS CITIZENS, N.A. a national banking association (the "Bank").
