Cadillac Master Coachbuilder AgreementMaster Coachbuilder Agreement • January 19th, 2005 • Coach Industries Group Inc • Retail-miscellaneous retail • Michigan
INTERCREDITOR AGREEMENTIntercreditor Agreement • January 19th, 2005 • Coach Industries Group Inc • Retail-miscellaneous retail • New York
The subject company, Subcontracting Concepts, Inc., a New York corporation (the “Debtor”) from time to time incurs obligations direct, indirect and/or contingent to North Fork Bank (“North Fork”) and Laurus Master Fund, Ltd. (“Laurus”), a Cayman Islands company, having an office located at c/o Laurus Capital Management, LLC, 825 Third Avenue, 14th Floor, New York, New York 10022 (hereinafter sometimes each referred to as a Creditor and collectively as “Creditors”), some or all of which obligations are or may be secured, either wholly or partially, by Collateral. The Creditors desire to agree among themselves as to the relative priority of their respective security interests in Collateral. It is hereby agreed:
FORD MOTOR COMPANY FORD AUTHORIZED AGREEMENT FOR THE QUALIFIED VEHICLE MODIFIERS (QVM) PROGRAMAuthorized Agreement • January 19th, 2005 • Coach Industries Group Inc • Retail-miscellaneous retail • Michigan
THIS AGREEMENT, is made this TWENTY-THIRD (23) day of MARCH, 2004 between COMMERCIAL TRANSPORTATION MANUFACTURING COMPANY (CTMC), a WHOLLY OWNED SUBSIDIARY OF COACH INDUSTRIES GROUP, INC. (CIGI) corporation having its principal place or business at 35 CARLOUGH ROAD BOHEMIA NY 11716 (“Modifier”), and Ford Motor Company, a Delaware corporation with its principal place of business at the American Road, Dearborn, Michigan 48121 (“Ford”).
LAURUS MASTER FUND, LTD.Coach Industries Group Inc • January 19th, 2005 • Retail-miscellaneous retail
Reference is made to (i) that certain Securities Purchase Agreement, dated as of September 29, 2004 (as amended, modified or supplemented from time to time, the “Purchase Agreement”), by and between Coach Industries Group, Inc., a Nevada corporation (the “Company”), and Laurus Master Fund, Ltd. (the “Purchaser”), (ii) that certain Secured Convertible Term Note, issued by the Company to the Purchaser and dated September 29, 2004 (as amended, modified or supplemented from time to time, the “Note”), (iii) that certain Registration Rights Agreement, dated as of September 29, 2004 (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”) and (iv) that certain Restricted Account Agreement, dated as of September 29, 2004 (as amended, modified or supplemented from time to time, the “Restricted Account Agreement”), by and among the Company, Laurus and North Fork Bank (the “Bank”). Capitalized terms used but not defined herein shall have the meanings ascribed
RESTRICTED ACCOUNT AGREEMENTRestricted Account Agreement • January 19th, 2005 • Coach Industries Group Inc • Retail-miscellaneous retail • New York
This Restricted Account Agreement (this “Agreement”) is entered into this 29th day of September, 2004, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the “Bank”), COACH INDUSTRIES GROUP, INC., a Nevada corporation with offices at 12555 Orange Drive, Suite 261, Davie, Florida 33330 (together with its successors and assigns, the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at 825 Third Avenue, 14th Floor, New York, New York 10022 (together with its successors and assigns, “Laurus”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below.
LOAN AND SECURITY AGREEMENT (MOTOR VEHICLES)Loan and Security Agreement • January 19th, 2005 • Coach Industries Group Inc • Retail-miscellaneous retail
This Agreement is made and entered into the day and year set forth below, by and between Sovereign Bank (“Sovereign”), a Federal savings bank, with its principal place of business at 1130 Berkshire Boulevard, Wyomissing, PA 19610, and the undersigned (“Borrower”), with its principal place of business as set forth below.
ASSUMPTION AGREEMENT (CARS AND EQUIPMENT)Assumption Agreement • January 19th, 2005 • Coach Industries Group Inc • Retail-miscellaneous retail
Contemporaneously herewith we are purchasing from the above Lessor and it is transferring to us its rights, title and interest in the motor vehicles (“Cars”) and/or equipment, (“Equipment”) listed in your computer printout referred to above, a copy of which we have initialed for identification, and its related reserve in the above amount (“Reserve”). Said Cars and/or Equipment are presently leased under Leases to various lessees. You have provided financing to the Lessor in connection with said Cars and/or Equipment, either by loans (“Loans”) or by purchase of the Leases (“Purchases”) with full recourse against Lessor. Lessor’s obligations to you in connection with the Loans and Purchases, including but not limited to Lessor’s obligations under its guaranty of all sums payable under purchase Leases, are referred to herein as Lessor’s “Obligations”. We acknowledge receipt from Lessor or you of copies of all agreements and documents executed by Lessor evidencing or relating to its Obliga
Master Loan and Security Agreement - Motor VehiclesMaster Loan and Security Agreement • January 19th, 2005 • Coach Industries Group Inc • Retail-miscellaneous retail • New York
MASTER LOAN AND SECURITY AGREEMENT (“Agreement”) dated as of Dec 16, 2004 between NEW WORLD LEASE FUNDING, LLC (together with its successors and assigns, “NEW WORLD”), with offices at 1979 Marcus Avenue, Suite 232, Lake Success, New York 11042 and Coach Financial Services, Inc. (“Borrower”), incorporated under the laws of the State of Florida.
LAURUS MASTER FUND, LTD.Coach Industries Group Inc • January 19th, 2005 • Retail-miscellaneous retail
Reference is made to (i) that certain Securities Purchase Agreement, dated as of September 29, 2004 (as amended, modified or supplemented from time to time, the “Purchase Agreement”), by and between Coach Industries Group, Inc., a Nevada corporation (the “Company”), and Laurus Master Fund, Ltd. (the “Purchaser”) and (ii) that certain Secured Convertible Term Note, issued by the Company to the Purchaser and dated September 29, 2004 (as amended, modified or supplemented from time to time, the “Note”). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Purchase Agreement or the Note.
LAURUS MASTER FUND, LTD.Coach Industries Group Inc • January 19th, 2005 • Retail-miscellaneous retail
Reference is made to (i) that certain Securities Purchase Agreement, dated as of September 29, 2004 (as amended, modified or supplemented from time to time, the “Purchase Agreement”), by and between Coach Industries Group, Inc., a Nevada corporation (the “Company”), and Laurus Master Fund, Ltd. (the “Purchaser”) and (ii) that certain Restricted Account Agreement, dated as of September 29, 2004 (as amended, modified or supplemented from time to time, the “Restricted Account Agreement”), by and among the Company, Laurus and North Fork Bank (the “Bank”). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Purchase Agreement or the Restricted Account Agreement, as applicable. Pursuant to the Section 3.2 of the Purchase Agreement, the Company is required to place $4,400,000 in the Restricted Account, and, subject to the provisions of this letter, the Purchase Agreement and any Related Agreement, maintain such amount in the Restricted Account for as lon
EMPLOYMENT AGREEMENTEmployment Agreement • January 19th, 2005 • Coach Industries Group Inc • Retail-miscellaneous retail • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of September 1, 2004, between Coach Industries Group, Inc., a Nevada corporation (“Coach”, the “Company”) and Francis J. O’Donnell (the “Executive”).
MASTER LOAN AND SECURITY AGREEMENT (Chassis/Limousine Inventory Financing) Effective Date 8/20/04Master Loan and Security Agreement • January 19th, 2005 • Coach Industries Group Inc • Retail-miscellaneous retail
THIS MASTER LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of the Effective Date set forth above, is by and between SPRINGFIELD COACH INDUSTRIES CORPORATION, INC., a MISSOURI CORP (“Borrower”), and FORD MOTOR CREDIT COMPANY, a Delaware corporation (“Lender”).
