RECITALSIndemnification Agreement • July 17th, 2006 • Manchester Inc • Metal mining • Nevada
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated April 20, 2006 (the "Agreement"), by and among Manchester Inc., a Nevada corporation (the "Company"), and Lawrence A. Taylor (the "Executive"). WHEREAS, the Company desires to initially engage Mr....Employment Agreement • July 17th, 2006 • Manchester Inc • Metal mining • Nevada
NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT, effective as of the 20th day of April, 2006 (the "Grant Date"), between Manchester Inc. (the "Company"), and Lawrence A. Taylor (the "Optionee"). WHEREAS, the Board of Directors has determined that...Nonqualified Stock Option Agreement • July 17th, 2006 • Manchester Inc • Metal mining • Nevada
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER...Subscription Agreement • August 5th, 2003 • Manchester Inc • Metal mining • Nevada
Exhibit 10.1 Option Agreement OPTION AGREEMENT THIS AGREEMENT is dated for reference the 4th day of October, 2002. BETWEEN: TERRY LONEY An Ontario resident with an address at 326 Penman Avenue Garson, Ontario P3L 1S5Option Agreement • August 5th, 2003 • Manchester Inc • Metal mining • Manchester
OPTION AGREEMENT THIS AGREEMENT is dated for reference the 4th day of October, 2002. BETWEEN: TERRY LONEY An Ontario resident with an address at 326 Penman Avenue Garson, Ontario P3L 1S5Option Agreement • September 22nd, 2003 • Manchester Inc • Metal mining • British Columbia
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 11th, 2006 • Manchester Inc • Metal mining • Georgia
THIS AGREEMENT made as of October 4, 2006 between Nice Cars Operations AcquisitionCo, Inc., a corporation incorporated pursuant to the laws of Delaware (hereinafter known as the "Corporation") and Raymond A. Lyle (hereinafter known as the "Employee") (this “Agreement”).
QUALIFIED STOCK OPTION AGREEMENTQualified Stock Option Agreement • July 16th, 2007 • Manchester Inc • Retail-auto dealers & gasoline stations • Texas
THIS AGREEMENT, effective as of the 30th day of March, 2007 (the “Grant Date”), between Manchester Inc. (the “Company”), and Lawrence Taylor (the “Optionee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 16th, 2007 • Manchester Inc • Retail-auto dealers & gasoline stations • Nevada
INDEMNIFICATION AGREEMENT, dated as of ____________, ____, by and between MANCHESTER INC., a Nevada corporation (the "Company"), and the director and/or officer whose name appears on the signature page of this Agreement ("Indemnitee").
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”).
SHARE PURCHASE AND EXCHANGE AGREEMENT MANCHESTER INC. NICE CARS ACCEPTANCE ACQUISITIONCO, INC. NICE CARS CAPITAL ACCEPTANCE CORPORATION SHAREHOLDERS OF NICE CARS CAPITAL ACCEPTANCE CORPORATIONShare Purchase and Exchange Agreement • October 11th, 2006 • Manchester Inc • Metal mining • New York
THIS SHARE PURCHASE AND EXCHANGE AGREEMENT (this "Agreement"), dated October 4, 2006, is entered into by and between Manchester Inc., a Nevada corporation having its principal office at 100 Crescent Court, 7th Floor, Dallas, Texas 75201 (the “Parent”), Nice Cars Acceptance AcquisitionCo, Inc., a Delaware corporation and wholly owned subsidiary of the Parent (the “Company”), Nice Cars Capital Acceptance Corporation, a Georgia Corporation (“NCCAC”) having its principal office at 990 Battlefield Parkway, Fort Oglethorpe, Georgia 30742 and the undersigned shareholders of NCCAC (each a “Shareholder,” and collectively, the “Shareholders”).
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”).
PLAN AND AGREEMENT OF MERGER OF FOREIGN CORPORATION INTO DELAWARE CORPORATIONPlan and Agreement of Merger • October 11th, 2006 • Manchester Inc • Metal mining
AGREEMENT OF MERGER made this 4th day of October, 2006, between Nice Cars, Inc., a Georgia Corporation (the “Georgia Corporation”), and Nice Cars Operations AcquisitionCo, Inc., a Delaware Corporation (the “Delaware Corporation”).
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 CORPORATIONPlan and Agreement of Merger • 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”).
MANCHESTER INC. 675 West Hastings Street, Suite 200 Vancouver BC, Canada V6B 1N2 October 1, 2003 Mr. Terry Loney 326 Penman Avenue Garson, Ontario P3L 1S5 Dear Mr. Loney: Re: Mac South Property - Option Agreement dated October 4, 2002 Dear Sirs,...Manchester Inc • October 14th, 2003 • Metal mining
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”).
FUNDING AGREEMENTFunding Agreement • October 11th, 2006 • Manchester Inc • Metal mining • New York
Funding Agreement (the “Agreement”), dated as of September 29, 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”); Nice Cars 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").
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 16th, 2007 • Manchester Inc • Retail-auto dealers & gasoline stations
INDEMNIFICATION AGREEMENT, dated as of February 8, 2007, by and between Manchester Inc., a Nevada corporation (the "Company"), and Rick Stanley ("Indemnitee").
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 • 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").
EMPLOYMENT AGREEMENTEmployment Agreement • July 16th, 2007 • Manchester Inc • Retail-auto dealers & gasoline stations • New York
EMPLOYMENT AGREEMENT, dated April 2, 2007 (the “Agreement”), by and among Manchester Inc., a Nevada corporation (the “Company”), and Richard D. Gaines (the “Executive”).
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
SALE AND SERVICING AGREEMENT between NICE CARS FUNDING LLC, as Purchaser, and NICE CARS ACCEPTANCE ACQUISITIONCO, INC., as Seller, and MANCHESTER INC., as Servicer and NICE CARS OPERATIONS AQUISITIONCO., INC. Dated as of September 28, 2006Sale and Servicing • October 11th, 2006 • Manchester Inc • Metal mining • New York
SALE AND SERVICING AGREEMENT (this “Agreement”) dated as of September 28, 2006, among Nice Cars Funding LLC, a Delaware limited liability company (the “Purchaser”), Nice Cars Acceptance AcquisitionCo, Inc. (“Seller”), Manchester Inc., a Nevada corporation (“Servicer”), and Nice Cars Operations AcquisitionCo, Inc. a Delaware corporation (“NCOC”).
Commitment LetterManchester Inc • October 11th, 2006 • Metal mining • New York
MANCHESTER INC. AMENDED AND RESTATED PROMISSORY NOTEManchester Inc • July 17th, 2006 • Metal mining • Nevada
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 11th, 2006 • Manchester Inc • Metal mining • New York
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of October 4, 2006 between Palm Beach Multi-Strategy Fund, L.P. (“Lender”), whose corporate address is c/o Links Business Capital L.P., P.O. Box 833519, Nice Cars Funding LLC, a Delaware limited liability company (the “Borrower”), whose chief executive office is located at 100 Crescent Court, 7th Floor, Dallas, Texas 75201 and The Bank of New York, as collateral agent for Lender (in such capacity, the “Collateral Agent”). Capitalized terms not expressly defined herein shall have the meanings ascribed to them in the Loan Agreement (as hereinafter defined).
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").
