Vs Holdings Inc Sample Contracts

Vs Holdings Inc – STOCK PURCHASE AGREEMENT (June 9th, 1998)

1 EXHIBIT 10.16 STOCK PURCHASE AGREEMENT AMONG MICHAEL VELTRI, INDIVIDUALLY AND AS TRUSTEE OF THE MICHAEL T.J. VELTRI REVOCABLE LIVING TRUST, MARIA VELTRI AND VS ACQUISITION CO. NOVEMBER 8, 1996 2 INDEX ----- ARTICLE 1 -- PURCHASE AND SALE OF SHARES.................................... 2 1.1 Purchase and Sale of Shares....................................... 2 1.2 Purchase Price.................................................... 2 1.3 Payment of the Purchase Price..................................... 3 1.4 Preparation of Closing Net Worth Statement........................18 1.5 Allocation of Purchase Price.................................

Vs Holdings Inc – PROMISSORY NOTE (June 9th, 1998)

1 EXHIBIT 10.9 AMENDED AND RESTATED PROMISSORY NOTE $658,325 (U.S.) TROY, MICHIGAN NOVEMBER 8, 1996 (ORIGINAL DATE) APRIL , 1998 (AMENDED AND RESTATED DATE) -- FOR VALUE RECEIVED, which shall include the return of the original promissory note between the parties hereof which promissory note shall be deemed canceled with the delivery of this Promissory Note, the undersigned, Veltri Metal Products Co., F/K/A VS Acquisition Co., a Nova Scotia Company ("Debtor"), hereby promises to pay to the order of Michael T. J. Veltri, a Michigan resident, individually and as trustee the Michael T. J. Veltri Revocable Living Trust u/a/d December 17, 1992 ("Creditor"), the principal

Vs Holdings Inc – EMPLOYMENT AGREEMENT (June 9th, 1998)

1 EXHIBIT 10.19 EMPLOYMENT AGREEMENT BY AND BETWEEN DELMAR O. STANLEY AND TALON AUTOMOTIVE GROUP, L.L.C. Dated November 27, 1995 2 EMPLOYMENT AGREEMENT THIS AGREEMENT, entered into as of the 27th day of November, 1995, is by and between DELMAR O. STANLEY (the "Employee"), an individual residing at 1816 Sudbury Court, Rochester Hills, Michigan 48306, and TALON AUTOMOTIVE GROUP, L.L.C. (the "Company"), a Michigan corporation with offices located at 900 Wilshire Drive, Suite 203, Troy, Michigan 48084 WITNESSETH: WHEREAS, the Company desires to retain the services of the Employee upon the terms and conditions contained

Vs Holdings Inc – GUARANTY (June 9th, 1998)

1 EXHIBIT 10.5 GUARANTY The undersigned, for value received, unconditionally and absolutely guarantees to Comerica Bank, in its capacity as Agent for the Banks under the Credit Agreement (defined below) ("Agent"), a Michigan banking corporation of One Detroit Center, Detroit, Michigan 48226 and to Agent's successors and assigns, payment when due, whether by stated maturity, demand, acceleration or otherwise, of all existing and future indebtedness to the Agent of VELTRI METAL PRODUCTS CO., a Nova Scotia corporation whose address is 900 Wilshire, Suite 203, Troy, Michigan 48084, and also of any successor in interest, including without limit any debtor-in-possession or trustee in bankruptcy which succeeds to the interests of this party or person (jointly and severally the "Borrower") incurred or evidenced by or under that certain Credit Agreement of even date herewith betwe

Vs Holdings Inc – PLEDGE AGREEMENT (June 9th, 1998)

1 EXHIBIT 10.2 PLEDGE AGREEMENT The undersigned, Talon Automotive Group, Inc. (called "Debtor" herein ), in consideration of financial accommodations to be extended or continued to Borrower pursuant to that certain Credit Agreement of even date herewith by and between Talon Automotive Group, Inc. and certain other borrowers (collectively, "Borrower"), Comerica Bank, as Agent ("Agent") and the lenders signatory thereto ("Credit Agreement") and to secure payment and performance of any and all indebtedness and liabilities of the Borrower (including Debtor) (and any successors in interest, including without limit any debtor in possession or trustee in bankruptcy for or any of them) to the Agent, due or to become due, whether now existing or later arising, and however evidenced, whether direct or indirect, absolute or contingent, and whether joint, several or joint and several

Vs Holdings Inc – AGREEMENT (June 9th, 1998)

1 EXHIBIT 10.8 AGREEMENT This Agreement is made this day of April, 1998 by and between Michael T. J. Veltri, individually and as trustee of the Michael T. J. Veltri Revocable Living Trust u/a/d December 17, 1992 ("Veltri"), Veltri Metal Products Co., F/K/A VS Acquisition Co. ("VMP"), VS Holdings, Inc. ("VSH"), Veltri Holdings USA, Inc. ("VHU") and Talon Automotive Group, Inc. ("TAG"). WHEREAS, Veltri, Maria Veltri, and VMP entered into that certain Stock Purchase Agreement dated November 8, 1996 (the "Stock Purchase Agreement"); WHEREAS, contemporaneously herewith, TAG is undergoing the following restructuring (the "Restructuring"): Hawthorne Metal Products Company, J & R Manufacturing and Talon Automotive Group, L.L.C. will be merging with and into Production Stamping, Inc., and Production Stamping, Inc., as the\surviving entity, will change it

Vs Holdings Inc – UNCONDITIONAL GUARANTY (June 9th, 1998)

1 EXHIBIT 10.10 UNCONDITIONAL GUARANTY KNOW ALL MEN BY THESE PRESENTS that Talon Automotive Group, Inc. ("TAG"), VS Holdings, Inc., and Veltri Holdings USA, Inc. all of which share the mailing address of 900 Wilshire Drive, Suite 203, Troy, Michigan ("Guarantors"), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby unconditionally and absolutely guarantee to Michael T. J. Veltri, individually and as trustee of the Michael T. J. Veltri Revocable Living Trust u/a/d December 17, 1992, ("Creditor"), his successors and assigns, the full and prompt payment by Veltri Metal Products Co. ("VMP"), when and as due, the Veltri Indebtedness, as that term is defined in the offering of up to $125,000,000 in senior subordinated notes pursuant to Rule 144A promulgated under the Securities Act of 1933 as amended, provided, however, that for pu

Vs Holdings Inc – THIS INDENTURE MADE AS OF THE 1ST DAY OF JULY, 1993. (June 9th, 1998)

1 EXHIBIT 10.30 THIS INDENTURE MADE AS OF THE 1ST DAY OF JULY, 1993. IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT: MARIA VELTRI, (hereinafter called the "LANDLORD"), OF THE FIRST PART, - and VELTRI STAMPING CORPORATION, a corporation incorporated under the laws of the Province of Ontario, (HEREINAFTER called the "TENANT"), OF THE SECOND PART. WITNESSETH that in consideration of the rents, covenants and agreements hereinafter reserved and contained on the part of the Tenant to be paid, observed and performed, the Landlo

Vs Holdings Inc – INTERCREDITOR AGREEMENT (June 9th, 1998)

1 EXHIBIT 10.14 INTERCREDITOR AGREEMENT THIS INTERCREDITOR Agreement is executed and delivered as of the 28th day of April, 1998 BY MICHAEL VELTRI (individually and as trustee under trust agreement dated December 17, 1992 called "Veltri") and COMERICA BANK, in its capacity as Agent ("Agent") under that certain Talon Automotive Group, Inc. $100,000,000 Credit Agreement of even date herewith (as it may be amended from time to time, called herein, "Credit Agreement") between Talon Automotive Group, Inc. ("Talon"), Veltri Metal Products Co. (f/k/a VS Acquisition Co.) ("VMP", together with Talon, the "Borrowers"), Comerica as Agent and the Banks from time to time party thereto. WHEREAS, pursuant to a certain Stock Agreement dated as of November 8, 1996 between VMP and Veltri ("Purchase Agreement"), Veltri sold to VMP the business and assets described in such Purchase Agree

Vs Holdings Inc – DEBENTURE PLEDGE AGREEMENT (June 9th, 1998)

1 EXHIBIT 10.7 DEBENTURE PLEDGE AGREEMENT THIS AGREEMENT is made the day of April, 1998. B E T W E E N: VELTRI METAL PRODUCTS CO., an unlimited liability company formed under the laws of the Province of Nova Scotia (the "Corporation") OF THE FIRST PART; - and - COMERICA BANK, as administrative agent for the Banks under the Credit Agreement (as hereinafter defined) (the "Agent") OF THE SECOND PART. WHEREAS pursuant to a credit agreement dated as of the date hereof among Talon Aut

Vs Holdings Inc – ADOPTION AGREEMENT (June 9th, 1998)

1 EXHIBIT 10.27 PLAN #001 STANDARDIZED ADOPTION AGREEMENT PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN AND TRUST/CUSTODIAL ACCOUNT Sponsored by NBD BANK, N.A. The Employer named below hereby establishes a Cash or Deferred Profit-Sharing Plan for eligible Employees as provided in this Adoption Agreement and the accompanying Basic Prototype Plan and Trust/Custodial Account Basic Plan Document #04. 1. EMPLOYER INFORMATION NOTE: If multiple Employers are adopting the Plan, complete this section based on the lead Employer. Additional Employers may adopt this Plan by attaching executed signature pages to the back of the E

Vs Holdings Inc – REGISTRATION RIGHTS AGREEMENT (June 9th, 1998)

1 EXHIBIT 10.15 ================================================================================ 9.625% SENIOR SUBORDINATED NOTES DUE 2008 REGISTRATION RIGHTS AGREEMENT Dated April 28, 1998 by and among TALON AUTOMOTIVE GROUP, INC., VS HOLDINGS, INC., VELTRI HOLDINGS USA, INC. and VELTRI METAL PRODUCTS CO., and SALOMON BROTHERS INC and CREDIT SUISSE FIRST BOSTON CORPORATION =============================================================================== 2 This Registration Rights Agreement i

Vs Holdings Inc – FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (June 9th, 1998)

1 EXHIBIT 10.13 FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT This First Amendment to Stock Purchase Agreement is made this day of April, 1998 by and between Michael T. J. Veltri, individually and as trustee of the Michael T. J. Veltri Revocable Living Trust u/a/d December 17, 1992 ("Veltri"), Veltri Metal Products Co., F/K/A VS Acquisition Co. ("VMP"), VS Holdings, Inc. ("VSH"), and Veltri Holdings USA, Inc. ("VHU"). WHEREAS, Veltri, Maria Veltri, VMP, VSH and VHU entered into that certain Stock Purchase Agreement dated November 8, 1996 (the "Stock Purchase Agreement"); WHEREAS, contemporaneously herewith, Talon Automotive Group, Inc. ("TAG") is undergoing the following restructuring (the "Restructuring"): Hawthorne Metal Products Company, J & R Manufacturing and Talon Automotive Group, L.L.C. will be merging with and into Production Stamping, Inc., and Production Stamping,

Vs Holdings Inc – EMPLOYMENT AGREEMENT (June 9th, 1998)

1 EXHIBIT 10.20 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of the 8th day of November, 1996, by and between MICHAEL T.J. VELTRI (the "Employee"), an individual residing at 4530 River Trail, Bloomfield Hills, Michigan 48301, VELTRI HOLDINGS USA, INC. d/b/a Veltri International (the "Holdings"), an Indiana corporation with offices located at 900 Wilshire Drive, Suite 203, Troy, Michigan 48084, and VS Acquisition Co. ("Buyer"), a Nova Scotia company with offices located at 900 Wilshire Drive, Suite 203, Troy, Michigan 48084 (Holdings and the Buyer are sometimes collectively and jointly and severally referred to herein as the "Company"). WITNESSETH: WHEREAS, prior to the date hereof, Employee was a shareholder of and employed as the President of Holdings, Veltri Holdings Ltd. ("VH") and North American Precision Tool Ltd. ("NAPT");

Vs Holdings Inc – FIRST AMENDMENT (June 9th, 1998)

1 EXHIBIT 10.26 FIRST AMENDMENT TO THE TALON INC. 401(k) PLAN AND TRUST (FORMERLY KNOWN AS THE G & L INDUSTRIES, INC. 401(k) PLAN AND TRUST) This First Amendment is made as of the 1st day of October, 1992, by G & L Industries, Inc. Allen-Stevens Corp., Hawthorne Metal Products Company, Talon Inc., Talon Development Group, Inc. and Pres-Tock, Inc., all Michigan corporations (the "Employers"). WITNESSETH: WHEREAS, effective August 1, 1985, G & L Industries, Inc. adopted the G & L Industries, Inc. 401(k) Plan and Trust (the "Plan"); and WHEREAS, Allen-Stevens Corp., Hawthorne Metal Products Company and Pres-Tock, Inc., subsequently adopted the Plan as participating employers; and WHEREAS, Talon Inc. and T

Vs Holdings Inc – CREDIT AGREEMENT (June 9th, 1998)

1 EXHIBIT 10.1 ================================================================================ TALON AUTOMOTIVE GROUP, INC. $100,000,000 CREDIT AGREEMENT WITH COMERICA BANK AS AGENT April 28, 1998 ================================================================================ 2 TABLE OF CONTENTS Page ---- 1. DEFINITIONS ................................................................

Vs Holdings Inc – THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES, (June 9th, 1998)

1 EXHIBIT 10.3 MORTGAGE THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING AND FINANCING STATEMENT ("Mortgage") is made and granted this 28th day of April, 1998, by TALON AUTOMOTIVE GROUP, INC., a Michigan corporation, whose address is 900 Wilshire, Suite 203, Troy, Michigan 48084("Mortgagor"), and COMERICA BANK, a Michigan banking corporation, as Agent under the Credit Agreement (defined below), whose address is Comerica Tower at Detroit Center, 500 Woodward Avenue, Detroit, Michigan 48226 ("Mortgagee"). Mortgagor is or may become indebted to Mortgagee in the amount of ONE HUNDRED MILLION DOLLARS ($100,000,000) pursuant to that certain Credit Agreement of even date herewith between Mortgagor, certain other Borrowers, Mortgagee and the Banks from time to time party thereto (the "Credit Agreement") and various promissory notes

Vs Holdings Inc – INDENTURE (June 9th, 1998)

1 EXHIBIT 4 INDENTURE Dated as of April 28, 1998 among TALON AUTOMOTIVE GROUP, INC., as Issuer, VS HOLDINGS, INC., VELTRI HOLDINGS USA, INC. and VELTRI METAL PRODUCTS CO., as Guarantors, and U.S. Bank Trust National Association, as Trustee ________________ up to $170,000,000 9.625% Senior Subordinated Notes due 2008, Series A 9.625% Senior Subordinated Notes due 2008, Series B 2

Vs Holdings Inc – SECURITY AGREEMENT (June 9th, 1998)

1 EXHIBIT 10.4 SECURITY AGREEMENT THIS AGREEMENT made as of April 28, 1998, by and between Talon Automotive Group, Inc. (herein called "Company") and Comerica Bank, a Michigan banking association, in its capacity as Agent ("Agent") under the Credit Agreement of even date herewith by and between Talon Automotive Group, Inc. and certain other borrowers, Agent and the lenders signatory thereto ("Credit Agreement"). Capitalized terms used herein and not defined to the contrary, have the meanings given them in the Credit Agreement. For and in consideration of certain loans and extensions of credit now or hereafter made pursuant to the terms of the Credit Agreement by Agent, on behalf of the Banks, to or for the benefit or account of Borrowers, and for other good and valuable consideration, Company agrees as follows: 1. GRANT OF SECURITY INTEREST

Vs Holdings Inc – SECURITY AGREEMENT (June 9th, 1998)

1 EXHIBIT 10.11 SECURITY AGREEMENT THIS SECURITY AGREEMENT is made and entered into this day of April, 1998, by and between Talon Automotive Group, Inc., a Michigan corporation ("TAG") and its direct or indirect subsidiaries, VS Holdings, Inc., and Veltri Holdings USA, Inc., (collectively "Debtor"), and Michael T. J. Veltri, individually and as trustee of the Michael T. J. Veltri Revocable Living Trust u/a/d December 17, 1992, a Michigan resident ("Secured Party"). RECITALS: A. Debtor has entered into that certain Unconditional Guaranty (the "Guaranty") of even date herewith to guaranty certain obligations of Veltri Metal Products Co. ("VMP") to Secured Party. B. In order to secure Debtor's financial obligations to Secured Party pursuant to the Guaranty ("Veltri Indebtedness"), Debtor wishes to grant Secured Party a securit

Vs Holdings Inc – THIS INDENTURE made as of the lst day of August, 1994. (June 9th, 1998)

1 EXHIBIT 10.29 THIS INDENTURE made as of the lst day of August, 1994. IN PURSUANCE OF THE SHORT FORKS OF LEASES ACT; MARIA L. VELTRI, of the City of Bloomfield Hills, in the County of Oakland, in the State of Michigan, one of the United States of America, (hereinafter called the "LANDLORD"), OF THE FIRST PART, -and- NORTH AMERIAN PRECISION TOOL LTD., a corporation incorporated under the laws of the Province of Ontario, (hereinafter called the "TENANT"), OF THE SECOND PART, WITNESSETH that in considerati

Vs Holdings Inc – AMENDED AND RESTATED DEFERRED COMPENSATION AGREEMENT (June 9th, 1998)

1 EXHIBIT 10.25 AMENDED AND RESTATED DEFERRED COMPENSATION AGREEMENT THIS AMENDED AND RESTATED DEFERRED COMPENSATION AGREEMENT, entered into as of the 31st day of December 1997, is by and between Talon Automotive Group L.L.C. (the "Company"), a Michigan limited liability company with offices located at 900 Wilshire Drive, Suite 203, Troy, Michigan 48084, and the undersigned (the "Employee"), an individual. WITNESSETH: WHEREAS, the Employee and Company entered into that certain Deferred Compensation Agreement dated January 1, 1997 (the "Agreement") in order to enable the Company to provide additional incentives to the Employee to exert his best efforts on behalf of the Company and to advance the Company's best interests; and WHEREAS, the Company and Employee desire to amend and restate the Agreement, upon the terms and conditions se

Vs Holdings Inc – PURCHASE AGREEMENT (June 9th, 1998)

1 EXHIBIT 10.18 PURCHASE AGREEMENT THIS AGREEMENT, entered into as of the 30th day of September 1996, is by and among J & R MANUFACTURING, INC., a Michigan corporation (the "Seller"), and Theodore H. Dezenski and Roger H. Ducoffre (each individually a "Shareholder" and collectively the "Shareholders"), and JR ACQUISITION INC. (the "Buyer"), a Michigan corporation. WITNESSETH: WHEREAS, Seller is engaged in, among other things, the business of designing and manufacturing prototypes of stamped automotive parts; WHEREAS, the Shareholders are shareholders, directors and officers of Seller; and WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, all of the assets and properties of Seller used in connection with the operation of its businesses, upon the terms and conditions set forth her

Vs Holdings Inc – STOCK PURCHASE AGREEMENT (June 9th, 1998)

1 EXHIBIT 10.17 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT, entered into as of the 17th day of October, 1997, is by and between WILLIAM H. JOHN, Trustee of the William H. John Restated Revocable Trust U/A/D 10/10/95, STORY S. JOHN, Trustee of the Story S. John Amended and Restated Revocable Trust U/A/D 12/8/95 and MELVYN S. GOLDSTEIN, Trustee of the John Irrevocable Gift Trust U/A/D 12/29/94 (collectively the "Seller"), and PRODUCTION ACQUISITION INC., a Michigan corporation (the "Buyer"). WITNESSETH: WHEREAS, Seller owns all of the outstanding capital stock of PRODUCTION STAMPING, INC., a Michigan corporation (the "Company"); WHEREAS, Company is engaged in, among other things, the business of designing and manufacturing stamped automotive parts and assemblies; WHEREAS, the Seller desires to sell to th

Vs Holdings Inc – AGREEMENT NOT TO COMPETE (June 9th, 1998)

1 EXHIBIT 10.21 AGREEMENT NOT TO COMPETE THIS AGREEMENT, entered into as of the 8 day of November, 1996, is by and between MICHAEL T.J. VELTRI (the "Mr. Veltri"), an individual residing at 4530 River Trail, Bloomfield Hills, Michigan 48301, and VS ACQUISITION CO. (the "Company"), a Nova Scotia company. WITNESSETH: WHEREAS, contemporaneously herewith, the Company and Mr. Veltri entered into that certain Stock Purchase Agreement (the "Purchase Agreement"), pursuant to which the Company purchased all of the outstanding shares of capital stock of Veltri Holdings Ltd. ("VH")(which owns all of the issued and outstanding shares of capital stock of Veltri Stamping Corporation), and North American Precision Tool Ltd. ("NAPT") and pursuant to which individual shareholders of the Company purchased all of the outstanding shares of capital stock

Vs Holdings Inc – LOAN AGREEMENT (June 9th, 1998)

1 EXHIBIT 10.32 EDC LOAN NO. 880-CAN-RD04 DATED AS OF VELTRI METAL PRODUCTS CO. AND EXPORT DEVELOPMENT CORPORATION LOAN AGREEMENT 2 EDC LOAN NO. 880-CAN-RD04 DATED AS OF VELTRI METAL PRODUCTS CO. AND EXPORT DEVELOPMENT CORPORATION LOAN AGREEMENT 3 TABLE OF CONTENTS Page PARTIES ................................................ 1

Vs Holdings Inc – DEMAND DEBENTURE (June 9th, 1998)

1 EXHIBIT 10.6 DEMAND DEBENTURE ISSUED TO: COMERICA BANK 500 Woodward Avenue 6th Floor Detroit, Michigan, U.S.A. 48226 as administrative agent for the Banks (as defined herein) under the Credit Agreement (as defined herein) (the "Holder") ISSUED BY: VELTRI METAL PRODUCTS CO. 900 Wilshire Drive Suite 270 Troy, Michigan 48084 (the "Corporation") U.S.$150,000,000 Date: April , 1998 ARTICLE 1 PROMISE TO PAY 1.1 PROMISE TO PAY