Universal Manufacturing Co – AMENDMENT TO LOAN AGREEMENT AND NOTE (October 29th, 2001)Exhibit 10(xviii) ----------------------------- -------------------------------------- For Bank Use Only Reviewed by -------------------------------------------------------------------- Due November 30, 2001 ------------------- Customer# 4414240 Loan # 0001 -------------------------- ------ -------------------------------------------------------------------- AMENDMENT TO LOAN AGREEMENT AND NOTE This amendment (the "Amendment") dated as of the date specified below, is by and between the borrower (the "Borrower") and the bank (the "Bank") identified below. RECITALS A. The Borrower and the Bank have executed a Loan Agreement (the "Agreement") dated SEPTEMBER 26, 2000 and the Borrower has executed a Note (the ------------------ "Note"), dated SEPTEMB
Universal Manufacturing Co – AMENDMENT TO LOAN AGREEMENT AND NOTE (October 29th, 2001)Exhibit 10(xvii) ------------------------------------------------------------ For Bank Use Only Reviewed by ------------------------------------------------------------ Due November 30, 2001 ----------------------- Customer# 5208614 Loan # 0001 ------------------------ ------ ------------------------------------------------------------ AMENDMENT TO LOAN AGREEMENT AND NOTE This amendment (the "Amendment") dated as of the date specified below, is by and between the borrower (the "Borrower") and the bank (the "Bank") identified below. RECITALS A. The Borrower and the Bank have executed a Loan Agreement (the "Agreement") dated SEPTEMBER 26, 2000 and th
Universal Manufacturing Co – PRESS RELEASE (July 6th, 2001)EXHIBIT 99.1 PRESS RELEASE DISTRIBUTION: To Business Editor DATELINE: July 5, 2001: Universal Mfg. Co., Algona, Iowa The Ford Customer Service Division of the Ford Motor Company (Ford) has advised Universal Mfg. Co. (Universal) of significant changes that will impact the existing sales agreement between Ford and Universal. Ford announced that it expects the changes to become effective on or about January 1, 2002. Universal's existing sales agreement with Ford authorizes the distribution of Ford branded replacement engine assemblies, transmission assemblies, and other components to Ford and Lincoln-Mercury dealerships. In addition, the current sales agreement authorizes the distribution of Motorcraft branded replacement parts to Ford and Lincoln Mercury dealerships and to independent installers. The pending change will require separate sales agreements for the distribution of Ford branded assemblies and
Universal Manufacturing Co – LIMITED GUARANTY (October 27th, 2000)EXHIBIT 10(xv) LIMITED GUARANTY See attached Page 103 of 115 LIMITED GUARANTY ---------------- In consideration of financial accommodations given or to be given or continued to Rainbo Company LLC, a Nebraska limited liability company, herein called "Customer" by Rainbo Oil Company, an Iowa corporation, herein called "Lender", the undersigned ("Guarantor") irrevocably and unconditionally guarantees to the Lender, payment when due, whether by acceleration or otherwise, of the Liabilities of the Customer (as defined below) to the Lender. 1. LIABILITIES OF THE CUSTOMER. The term "Liabilities of the Customer" shall include the debts, liabilities and obligations of Customer to Lender pursuant to that certain Promissory Note from Customer to Lender dated September 29, 2000 in the pri
Universal Manufacturing Co – BUSINESS SECURITY AGREEMENT (October 27th, 2000)EXHIBIT 10(viii) BUSINESS SECURITY AGREEMENT See attached. Page 76 or 115 [LOGO] BUSINESS SECURITY AGREEMENT (FOR USE WITH FIRSTAR LOAN DOCUMENTS ONLY) This Business Security Agreement ("AGREEMENT") is made and entered into by the undersigned borrower, guarantor and/or other obligor/pledgor (the "DEBTOR") in favor of FIRSTAR BANK, N.A. (the "BANK") as of the date set forth on the last page of this Agreement. ARTICLE 1. SECURITY INTEREST 1.1 Grant of Security Interest. The Debtor hereby grants a security interest in and collaterally assigns the Collateral (defined below) to the Bank to secure all of the Debtor's Obligations (defined below) to the Bank. The intent of the parties hereto is that the Collateral secures all Obligations of the Debtor to the Bank, whether or not su
Universal Manufacturing Co – MANAGEMENT AGREEMENT (October 27th, 2000)EXHIBIT 10(iii) MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (this "AGREEMENT") is made as of September 29, 2000 (the "EFFECTIVE DATE"), by and between Universal Mfg. Co., a Nebraska corporation ("UNIVERSAL"), Universal Distribution LLC, a Nebraska limited liability company (the "DISTRIBUTION LLC"), Rainbo Oil Company, an Iowa corporation ("RAINBO"), and Rainbo Company LLC d/b/a Value Independent Parts ("COMPANY"). WHEREAS: Distribution LLC and Rainbo are currently the only two "MEMBERS" of Company; and WHEREAS, Universal has been appointed "MANAGER" of Company subject to the terms and conditions contained herein and in Company's Operating Agreement dated September 29, 2000 (the "OPERATING AGREEMENT"). NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed as follows: 1. UNIVERSAL'S DUTIES. Universal covenants and agrees as Manage
Universal Manufacturing Co – BUSINESS SECURITY AGREEMENT (October 27th, 2000)EXHIBIT 10(ix) BUSINESS SECURITY AGREEMENT See attached. Page 81 of 115 [FIRSTAR LOGO] BUSINESS SECURITY AGREEMENT (FOR USE WITH FIRSTAR LOAN DOCUMENTS ONLY) This Business Security Agreement ("AGREEMENT") is made and entered into by the undersigned borrower, guarantor and/or other obligor/pledgor (the "DEBTOR") in favor of FIRSTAR BANK, N.A. (the "BANK") as of the date set forth on the last page of this Agreement. ARTICLE 1. SECURITY INTEREST 1.1 GRANT OF SECURITY INTEREST. The Debtor hereby grants a security interest in and collaterally assigns the Collateral (defined below) to the Bank to secure all of the Debtor's Obligations (defined below) to the Bank. The intent of the parties hereto is that the Collateral secures all Obligations of the Debtor to the Bank, whether or not s
Universal Manufacturing Co – CONTINUING GUARANTY (UNLIMITED) (October 27th, 2000)EXHIBIT 10(xii) CONTINUING GUARANTY (UNLIMITED) See attached. Page 94 of 115 [LOGO] CONTINUING GUARANTY (UNLIMITED) 1. GUARANTEE. For value received, and to induce FIRSTAR BANK, N.A. (the "BANK") to extend or continue credit or other financial accommodations now or in the future to RAINBO COMPANY LLC (the "BORROWER"), the undersigned (the "GUARANTOR") hereby absolutely and unconditionally jointly and severally guarantees prompt payment of and promises to pay or cause to be paid to the Bank the Obligations (as hereinafter defined), whether or not the Obligations are valid and enforceable against the Borrower, whenever the Obligations become due, whether on demand, at maturity or by reason of acceleration, or at the time the Borrower or the Guarantor shall become the subject of any bankruptcy or insolvency proceeding.
Universal Manufacturing Co – CONTINUING GUARANTY (UNLIMITED) (October 27th, 2000)EXHIBIT 10(xi) CONTINUING GUARANTY (UNLIMITED) See attached. Page 91 of 115 [LOGO] CONTINUING GUARANTY (UNLIMITED) 1. GUARANTEE. For value received, and to induce FIRSTAR BANK, N.A. (the "BANK") to extend or continue credit or other financial accommodations now or in the future to RAINBO COMPANY LLC (the "BORROWER"), the undersigned (the "GUARANTOR") hereby absolutely and unconditionally jointly and severally guarantees prompt payment of and promises to pay or cause to be paid to the Bank the Obligations (as hereinafter defined), whether or not the Obligations are valid and enforceable against the Borrower, whenever the Obligations become due, whether on demand, at maturity or by reason of acceleration, or at the time the Borrower or the Guarantor shall become the subject of any bankruptcy or insolvency proceeding.
Universal Manufacturing Co – REVOLVING CREDIT AGREEMENT (October 27th, 2000)EXHIBIT 10(vi) REVOLVING CREDIT AGREEMENT See attached. Page 64 of 115 [FIRSTAR LOGO] REVOLVING CREDIT AGREEMENT This Revolving Credit Agreement (the "AGREEMENT") is made and entered into by and between the undersigned borrower (the "BORROWER") and the undersigned bank (the "BANK") as of the date set forth on the last page of this Agreement. ARTICLE 1. LOANS 1.1 REVOLVING CREDIT LOANS. From time to time prior to SEPTEMBER 30, 2001 (the "MATURITY DATE") or the earlier termination hereof, the Borrower may borrow from the Bank for working capital and other regular and valid purposes up to the aggregate principal amount outstanding at any one time of the lesser of (i) $2,000,000.00 (the "LOAN AMOUNT"), or (ii) if applicable, the BORROWING BASE (defined below). All revolving loans hereunder will be evidenced by
Universal Manufacturing Co – REVOLVING CREDIT NOTE (October 27th, 2000)EXHIBIT 10(v) REVOLVING CREDIT NOTE See attached Page 61 or 115 [LOGO] FOR BANK USE ONLY REVIEWED BY______________ --------------------------------------------- DUE SEPTEMBER 30, 2001 ------------------ CUSTOMER # 4414240 LOAN # 0001 ------------ ---------- REVOLVING CREDIT NOTE $3,000,000.00 SEPTEMBER 26, 2000 ---------------------- ------------------ FOR VALUE RECEIVED, the undersigned borrower (the "Borrower"), promises to pay to the order of FIRSTAR BANK, N.A. (the "Bank"), the principal sum of THREE MILLIO
Universal Manufacturing Co – REVOLVING CREDIT AGREEMENT (October 27th, 2000)EXHIBIT 10(iv) REVOLVING CREDIT AGREEMENT See attached. Page 53 of 115 [FIRSTAR LOGO] REVOLVING CREDIT AGREEMENT This Revolving Credit Agreement (the "AGREEMENT") is made and entered into by and between the undersigned borrower (the "BORROWER") and the undersigned bank (the "BANK") as of the date set forth on the last page of this Agreement. ARTICLE 1. LOANS 1.1 REVOLVING CREDIT LOANS. From time to time prior to SEPTEMBER 30, 2001 (the "MATURITY DATE") or the earlier termination hereof, the Borrower may borrow from the Bank for working capital and other regular and valid purposes up to the aggregate principal amount outstanding at any one time of the lesser of (i) $3,000,000.00 (the "LOAN AMOUNT"), or (ii) if applicable, the BORROWING BASE (defined below). All revolving loans hereunder will be evidenc
Universal Manufacturing Co – CONTINUING GUARANTY (UNLIMITED) (October 27th, 2000)EXHIBIT 10(xiv) CONTINUING GUARANTY (UNLIMITED) See attached. Page 100 of 115 [LOGO] CONTINUING GUARANTY (UNLIMITED) 1. GUARANTEE. For value received, and to induce FIRST BANK, N.A. (the "BANK") to extend or continue credit or other financial accommodations now or in the future to UNIVERSAL MFG. CO. (the "BORROWER"), the undersigned (the "GUARANTOR") hereby absolutely and unconditionally jointly and severally guarantees prompt payment of and promises to pay or cause to be paid to the Bank the Obligations (as hereinafter defined), whether or not the Obligations are valid and enforceable against the Borrower, whenever the Obligations become due, whether on demand, at maturity or by reason of acceleration, or at the time the Borrower or the Guarantor shall become the subject of any bankruptcy or insolvency proceeding. As use
Universal Manufacturing Co – CONTINUING GUARANTY (UNLIMITED) (October 27th, 2000)EXHIBIT 10(xiii) CONTINUING GUARANTY (UNLIMITED) See attached. Page 97 of 115 [LOGO] CONTINUING GUARANTY (UNLIMITED) 1. GUARANTEE. For value received, and to induce FIRSTAR BANK, N.A. (the "Bank") to extend or continue credit or other financial accommodations now or in the future to UNIVERSAL MFG. CO. (the "Borrower"), the undersigned (the "Guarantor") hereby absolutely and conditionally jointly and severally guarantees prompt payment of and promises to pay or cause to be paid to the Bank the Obligations (as hereinafter defined), whether or not the Obligations are valid and enforceable against the Borrower, whenever the Obligations become due, whether on demand, at maturity or by reason of acceleration, or at the time the Borrower or the Guarantor shall become the subject of any bankruptcy or insolvency proceeding. As used h
Universal Manufacturing Co – REVOLVING CREDIT NOTE (October 27th, 2000)EXHIBIT 10(vii) REVOLVING CREDIT NOTE See attached Page 73 of 115 FOR BANK USE ONLY ----------------- DUE: SEPTEMBER 30, 2001 ------------------ CUSTOMER #: 5208614 LOAN #: 0001 ------- ---- REVOLVING CREDIT NOTE $ 2,000,000.00 SEPTEMBER 26, 2000 -------------------------- ----------------------------- FOR VALUE RECEIVED, the undersigned borrower (the "BORROWER") to pay to the order of FIRSTAR BANK, N.A. (THE "BANK"), the principal sum of TWO MILLION AND NO/100 Dollars ($ 2,000,000.00), payable SEPTEMBER 30, 2001.
Universal Manufacturing Co – BUSINESS SECURITY AGREEMENT (October 27th, 2000)EXHIBIT 10(x) BUSINESS SECURITY AGREEMENT See attached. Page 86 of 115 [LOGO] BUSINESS SECURITY AGREEMENT (FOR USE WITH FIRSTAR LOAN DOCUMENTS ONLY) This Business Security Agreement ("AGREEMENT") is made and entered into by the undersigned borrower, guarantor and/or other obligor/pledgor (the "DEBTOR") in favor of FIRSTAR BANK, N.A. (the "BANK") as of the date set forth on the last page of this Agreement. ARTICLE I. SECURITY INTEREST 1.1 Grant of Security Interest. The Debtor hereby grants a security interest in and collaterally assigns the Collateral (defined below) to the Bank to secure all of the Debtor's Obligations (defined below) to the Bank. The intent of the parties hereto is that the Collateral secures all Obligations of the Debtor to the Bank, whether or not such
Universal Manufacturing Co – DEBT AND SECURITY INTEREST SUBORDINATION AGREEMENT (October 27th, 2000)EXHIBIT 10(xvi) DEBT AND SECURITY INTEREST SUBORDINATION AGREEMENT See attached. Page 105 of 115 [LOGO] DEBT AND SECURITY INTEREST SUBORDINATION AGREEMENT This Debt and Security Interest Subordination Agreement ("AGREEMENT") is made and entered into by and between the undersigned UNIVERSAL DISTRIBUTION LLC (the "CREDITOR"), and RAINBO COMPANY LLC (the "DEBTOR") in favor of FIRSTAR BANK, N.A. (the "BANK") as of the date set forth on the last page of this Agreement. To induce the Bank to extend credit and other financial accommodations to Debtor now and hereafter, the Bank has required the undersigned Creditor to irrevocably and unconditionally subordinate to the Bank all indebtedness of the Debtor to the Creditor and the Creditor's rights in collateral, in accordance with the terms of this Agreement. 1. DEFINITIONS. As used herein,
Universal Manufacturing Co – ASSET PURCHASE AGREEMENT (October 12th, 2000)ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the "AGREEMENT") is made as of September 29, 2000 (the "EFFECTIVE DATE") among Rainbo Company LLC, a Nebraska limited liability company d/b/a Value Independent Parts ("BUYER") and Rainbo Oil Company, an Iowa corporation ("SELLER"). WHEREAS, Seller markets and distributes automobile parts through Value Independent Parts, an unincorporated division (the "VIP DIVISION"); and WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, on the terms and conditions provided for herein, all of the assets and properties held in connection with, necessary for, or material to the business and operation of the VIP Division. NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are her
Universal Manufacturing Co – FORD AUTHORIZED DISTRIBUTOR SALES AGREEMENT (October 28th, 1999)EXHIBIT 10(ii) FORD DISTRIBUTION AGREEMENT See attached Page 11 of 45 Pages [FORD LOGO] FORD AUTHORIZED DISTRIBUTOR SALES AGREEMENT FORD CUSTOMER SERVICE DIVISION FORD MOTOR COMPANY AGREEMENT made as of this 1st day of October, 1998, by and between Universal Mfg. Co. , ----------------------------------------------------- (Give Name(s) of Individual, Partners or Corporation) []an individual, []a partnership, [X] a(n) Nebraska Corporation, doing business as, ------------------------ (State of Incorporation) Universal Mfg. Co. with a principal place of business at -------------------------- (Distributor's Trade Name) 405 Diagonal Street, Algona IA 50511 -------------------- --------------------------, (hereinafter called (Street and Number)
Universal Manufacturing Co – PRESS RELEASE (August 10th, 1999)EXHIBIT 99.1 PRESS RELEASE PRESS RELEASE DISTRIBUTION: To Business Editor DATELINE: August 10, 1999; Universal Mfg. Co., Algona, Iowa (NASDAQ: UFMG) BODY: Universal Bifurcates Distribution Operations from Manufacturing As a result of various factors, including, but not limited to, business decisions by Ford Motor Company, Universal Mfg. Co.'s distribution operation is experiencing significant growth. Due to the substantial growth, the Board of Directors of Universal Mfg. Co. authorized the organization of a separate limited liability company for purposes of effecting a bifurcation of the manufacturing and distribution operations of Universal Mfg. Co. On June 17, 1999, Universal Mfg. Co. filed Articles of Organization for "Universal Distribution LLC" and the Nebraska Secretary of State's Office issued a Certificate of Organization. At the Board of
Universal Manufacturing Co – PRESS RELEASE (August 10th, 1999)EXHIBIT 2.3 PRESS RELEASE PRESS RELEASE DISTRIBUTION: To Business Editor DATELINE: June 11, 1999; Universal Mfg. Co., Algona, Iowa (NASDAQ: UFMG) BODY: Universal Mfg. Co announced today an addition of Mr. Steve Nelson to its management team. Nelson's position with the Company will be Director, Distribution Operations and he will be based in Des Moines, Iowa. With the new distribution agreement between the Company and Ford Motor Company, the Company determined that it needed a distribution expert to round out the management team. Going forward, Universal's focus will remain with its core business -- serving the area's Ford and Lincoln Mercury dealers with Ford Remanufactured, Ford Authorized Remanufactured and Motorcraft products. The Company will further develop plans to widen its customer base and develop strategic solutions for serving present cu
Universal Manufacturing Co – OPERATING AGREEMENT (August 10th, 1999)EXHIBIT 2.2 OPERATING AGREEMENT OPERATING AGREEMENT OF UNIVERSAL DISTRIBUTION LLC OPERATING AGREEMENT AMONG THE MEMBERS OF UNIVERSAL DISTRIBUTION LLC ARTICLE I -- DEFINITIONS As used in this Agreement, the following terms shall have the following meanings: 1.01 "Act" shall mean the Nebraska Limited Liability Company Act, as amended from time to time. 1.02 "Agreement" shall mean this Operating Agreement, as originally executed or as amended, modified, supplemented or restated from time to time. 1.03 "Capital Account" shall have the meaning set forth in Section 5.01. 1.04 "Capital Contribution" shall mean, in the case of any Member as of any date of det
Universal Manufacturing Co – PRESS RELEASE (October 21st, 1998)EXHIBIT 99.1 PRESS RELEASE DISTRIBUTION: To Business Editor DATELINE: October 20, 1998; Universal Mfg. Co., Algona, Iowa BODY: Effective October 1, 1998, Universal Mfg. Co. signed a new sales agreement with the Ford Customer Service Division of the Ford Motor Co. This sales agreement establishes Universal as a Ford Authorized Distributor and requires Universal to distribute remanufactured products, Motorcraft branded products and certain other Ford branded products to Ford and Lincoln-Mercury dealerships in territories near Universal's distribution centers according to prescribed distribution standards. Ford also published a price list for certain distribution items distributed by Universal in early October which provided for reduced gross margins (for example, from 21% to 15% on steering products). Shortly thereafter, Ford announced advance information on the addition of two
Universal Manufacturing Co – FORD AUTHORIZED REMANUFACTURED PRODUCT DISTRIBUTOR AGREEMENT (October 30th, 1995)EXHIBIT 10(ii) [Ford Logo] FORD AUTHORIZED REMANUFACTURED PRODUCT DISTRIBUTOR AGREEMENT FORD CUSTOMER SERVICE DIVISION FORD MOTOR COMPANY AGREEMENT made as of this 1st day of April, 1995, by and between --- ----- ---- Universal Mfg. Company [ ] an individual, [ ] a partnership, ----------------------------------------- (Give Name(s) of Individual, Partners or Corporation) [X] a(n) Nebraska Corporation, doing business as Universal Mfg. Company, ----------------- ----------------------- (State of Incorporation) (Distributor's Trade Name) with a principal place of business at 405 Diagonal Street, Algona, IA 50511 ------------------- --------------------- (Street and Number) (City, State and Zip Code) (hereinafter
