Exhibit 10.24


 


ASSET
PURCHASE AGREEMENT


 


This ASSET PURCHASE
AGREEMENT (this “Agreement”), is made and entered into as of
September 28, 2001, by and between PRIME FINANCIAL CORPORATION, an Oklahoma
corporation (“Seller”) and OBB ACQUISITION CORP., a Delaware
corporation (“Buyer”).


 


RECITALS


 


A.                                   Seller
has acquired all right, title and interest in certain of the assets and
properties of DRIVELINE TECHNOLOGIES, INC., an Oklahoma corporation (“Driveline”).


 


B.                                     Buyer
desires to purchase certain assets formerly held by Driveline from Seller, and
Seller desires to sell such assets to Buyer, on the terms and subject to the
conditions of this Agreement.


 


C.                                     Accordingly,
Buyer and Seller are desirous of entering into this Agreement in order to
evidence the terms and conditions of such acquisition of assets by Buyer from
Seller.


 


NOW, THEREFORE, in
consideration of the mutual covenants, agreements, representations and
warranties contained in this Agreement, the parties agree as follows:


 


ARTICLE I

DEFINITIONS


 


The terms defined in this
Article shall have the following respective meanings for all purposes of this
Agreement and for all schedules and exhibits hereto:


 


“Affiliate” means
with respect to any Person any other Person that, directly or indirectly,
through one or more intermediaries, controls, is controlled by or is under
common control with, such first Person. 
For purposes of this definition, the term “control” (including the
correlative meanings of the terms “controls,” “controlled by,” and “under
direct or indirect control with”) as used with respect to any Person, shall
mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management policies of such Person, whether through
ownership of voting securities or by contract or otherwise.


 


“Agreement” shall
have the meaning given such term in the introductory paragraph hereof, and
shall include any and all amendments, modifications or supplements to this
Agreement.


 


“Bill of Sale”
means that certain Bill of Sale, in the form attached as Exhibit A to
this Agreement, to be executed and delivered by Seller to Buyer at the Closing.


 


“Business Day”
means a day other than a Saturday, Sunday or other day on which commercial
banks in Dallas, Texas or New York, New York are authorized or required by law
to close.


 

















 


“Buyer” shall have
the meaning given to such term in the introductory paragraph hereof and shall
include successors and permitted assigns of Buyer.


 


“Buyer’s Documents”
shall have the meaning given to such term in Section 6.2(a).


 


“Closing” means
the consummation and effectuation of the transactions contemplated herein
pursuant to the terms and conditions of this Agreement, which shall take place
at the offices of Patton Boggs LLP, 2001 Ross Avenue, Suite 3000, Dallas, Texas  75201 on the same day this Agreement is
fully executed by Buyer and Seller, or at such other place as is mutually
agreed upon by the parties hereto.  Upon
consummation, the Closing shall be deemed to have taken place as of 12:01 a.m.
on the Closing Date.


 


“Closing Date”
means the date on which the Closing actually occurs.


 


“Driveline” shall
have the meaning given such term in Recital (A) hereof.


 


“Governmental
Authority” means any foreign, domestic, federal, territorial, state or
local governmental authority, quasi-governmental authority, instrumentality,
court, government or self-regulatory organization, commission, tribunal or
organization or any regulatory, administrative or other agency, or any
political or other subdivision, department or branch of any of the foregoing.


 


“Guaranty” means
that certain Guaranty in the form attached as Exhibit B to this
Agreement, to be executed by LSB Industries, Inc. and delivered by Seller to
Buyer at the Closing.


 


“Knowledge”,
whether capitalized or not, means a matter which is within the Person’s
‘knowledge’ or which is otherwise ‘known’ to such Person, and such Person has
“knowledge” of a matter if such Person or an executive officer of such Person
has actual knowledge of such matter or would reasonably be expected to have
actual knowledge of such matter following reasonable inquiry of the appropriate
employees and agents of such Person.


 


“Liability” means,
with respect to any Person, any liability or obligation of such Person of any
kind, character or description, whether known or unknown, absolute or
contingent, accrued or unaccrued, liquidated or unliquidated, secured or
unsecured, joint or several, due or to become due, vested or unvested,
executory, determined, determinable, or otherwise and whether or not the same
is required to be accrued on the financial statements of such Person and
whether or not the same appears on any Schedule to this Agreement.


 


“Lien” means any
lien, pledge, mortgage, security interest, claim, lease, charge, option, right
of first refusal, easement, servitude, transfer restriction, competing claim of
ownership or any other encumbrance, restriction or limitation whatsoever.


 


“Losses” means any
and all claims, demands, losses, costs, expenses, obligations, Liabilities,
damages (including, without limitation, for physical injury including sickness,
disease or death or property damage), recoveries and deficiencies, including
interest, reasonable attorneys’ fees, and court costs.


 


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“Permitted
Encumbrances” means Liens for current taxes and assessments not yet due and
payable, including, but not limited to, Liens for nondelinquent ad valorem
taxes and nondelinquent statutory Liens arising other than by reason of any
default on the part of Seller.


 


“Person” means an
individual, partnership, corporation, estate, joint-stock company, limited
liability company, trust, unincorporated organization, association, joint
venture or other entity or organization, including any Governmental Authority.


 


“Products” means
tapered thrust bearings, universal joints, synchronizing rings, and gtrag
bearings.


 


“Purchased Assets”
means those tools, items of equipment and other personal property which are
more particularly described and listed on Exhibit C.


 


“Purchase Price”
shall have the meaning given such term in Article IV.


 


“Seller” shall
have the meaning given such term in the introductory paragraph hereof.


 


“Seller’s Documents”
shall have the meaning given such term in Section 5.2.


 


ARTICLE II

PURCHASE AND SALE OF PURCHASED ASSETS


 


On the terms and subject
to the conditions hereof, Seller agrees at Closing to sell, assign and convey
to Buyer, and Buyer agrees to purchase at Closing from Seller, all of Seller’s
right, title and interest in and to the Purchased Assets free and clear of all
Liens and encumbrances, other than the Permitted Encumbrances, for the
consideration set forth in this Agreement.


 


ARTICLE III

LIABILITIES


 


It is expressly
understood and agreed that Buyer will not assume any Liability of Seller or its
Affiliates or Driveline or its Affiliates, including without limitation any
Liability relating to the operation of the business of Driveline or the
ownership, use or sale of Purchased Assets prior to August 20, 2001.  Anything to the contrary herein
notwithstanding, or in any other writing delivered in connection herewith,
nothing herein or in any such other writing shall be construed to constitute
the assumption, express or implied, by Buyer of any Liability of Seller or of
any Affiliate of Seller, or of Driveline, or any of its Affiliates.  Seller agrees that it shall pay any
Liability relating to or arising from its ownership of the Purchased Assets
prior to August 20, 2001, including any obligations to pay utilities,
maintenance expenses or personal property taxes that may be owed in connection
with the Purchased Assets.


 


ARTICLE IV

PURCHASE PRICE AND MANNER OF PAYMENT


 


As the consideration to
be paid by Buyer to Seller for the purchase by Buyer from Seller of all of the
Purchased Assets, Buyer will pay Seller Four Hundred Seventeen Thousand Five
Hundred and No/100 Dollars ($417,500.00) (the “Purchase Price”) on the Closing
Date,


 


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provided all of the conditions set forth in this Agreement have been
fulfilled. On the Closing Date, Buyer will wire transfer the Purchase Price to
Seller in immediately available funds. Such wire transfer to Seller of the
Purchase Price shall be made in accordance with Seller’s written wire
instructions provided to Buyer no later than one (1) Business Day prior to the
Closing Date.


 


ARTICLE V

REPRESENTATIONS AND WARRANTIES OF
SELLER


 


Seller hereby represents
and warrants to Buyer as follows:


 


Section 5.1                                      Organization.  Seller is a corporation duly organized,
validly existing and in good standing under the laws of the state in which it
was incorporated.  Seller has all
requisite corporate right, power and authority to own and sell all of the
Purchased Assets to Buyer pursuant to this Agreement.


 


Section 5.2                                      Authority;
Consents and Approvals.


 


(a)                                  Seller
has all requisite corporate right, power and authority to execute, deliver and
perform this Agreement and each other document and agreement referenced herein
to be executed and delivered by Seller pursuant hereto (together, the “Seller’s
Documents”).  The execution,
delivery, and performance of the Seller’s Documents by Seller has been duly and
validly authorized and approved by all necessary corporate action.  The Seller’s Documents constitute the legal,
valid and binding obligations of Seller, enforceable against it in accordance
with their respective terms.


 


(b)                                 The
execution, delivery and performance of the Seller’s Documents by Seller will
not (with or without the giving of notice or the passage of time, or both) (i)
violate any applicable provision of law or any rule or regulation of any
federal, state or local Governmental Authority applicable to Seller or the
Purchased Assets, or any order, writ, injunction, judgment or decree of any
court, administrative agency or other Governmental Authority applicable to
Seller or the Purchased Assets, (ii) violate either the Seller’s Certificate of
Incorporation or Bylaws, as each is amended to the Closing Date, (iii) require
any consent under, conflict with or constitute a breach or default under any
agreement, indenture, mortgage, deed of trust, lease, or other instrument to
which Seller is a party or by which it is bound, or any license, permit or
certificate held by Seller, or (iv) require any consent of, approval by, notice
to or registration with any Governmental Authority.


 


Section 5.3                                      Title
to Purchased Assets.  Seller is the
sole and absolute owner of the Purchased Assets and has good and marketable
title to and the right to assign and convey the Purchased Assets free and clear
of any and all Liens of any kind whatsoever. Seller’s ownership of the
Purchased Assets is not subject to any pending or, to Seller’s knowledge,
threatened claim, defense, action or proceeding of any other Person.  At Closing, Seller will convey to Buyer, and
Buyer upon delivery to it of the Bill of Sale by Seller at Closing will
receive, all legal and beneficial title in and to all of the Purchased Assets,
free and clear of any and all Liens thereon of any kind whatsoever.


 


4

















 


Section 5.4                                      No
Injunctions or Orders.  Seller is
not a party to any agreement, and Seller is not subject to nor, to the
knowledge of Seller, threatened with, any injunctions of any court or orders of
any other Governmental Authority with respect to the Purchased Assets.


 


Section 5.5                                      Compliance
with Laws.  Seller has not received
any written notice claiming it is in violation of any order, law, ordinance,
statute, rule or regulation applicable to the Purchased Assets where the
consequences of such violation would have an adverse effect on the Purchased
Assets.


 


Section 5.6                                      Litigation.  There is no suit, action, administrative
proceeding, arbitration, grievance or other proceeding or governmental
investigation pending or, to the knowledge of Seller, threatened, against
Seller which individually or in the aggregate could adversely affect the
Purchased Assets.


 


Section 5.7                                      Brokers.  No agent, broker, investment banker, or
other Person acting on behalf of Seller or under its authority is or will be
entitled to any broker’s or finder’s fee or any other commission or similar
fee, directly or indirectly, in connection with the transactions contemplated
by this Agreement.


 


Section 5.8                                      Disclosures.  The representations, warranties or
statements by Seller herein and in the Exhibits and Schedules attached hereto
are true, complete and correct in all material respects and do not contain any
untrue statement of a material fact.


 


ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF
BUYER


 


Buyer hereby represents and
warrants to Seller as follows:


 


Section 6.1                                      Organization.
Buyer is a corporation duly organized, validly existing and in good standing
under the laws of the state in which it was incorporated.  Buyer has all requisite corporate right,
power and authority to purchase the Purchased Assets from Seller pursuant to
this Agreement.


 


Section 6.2                                      Authority.


 


(a)                                  Buyer
has all requisite corporate right, power and authority to execute, deliver and
perform this Agreement and each other document and agreement referenced herein
to be executed and delivered by Buyer pursuant hereto (together, the “Buyer’s
Documents”).  The execution,
delivery and performance of the Buyer’s Documents by Buyer have been duly and
validly authorized and approved by all necessary corporate action.  The Buyer’s Documents constitute the legal,
valid and binding obligations of Buyer, enforceable against it in accordance
with their respective terms.


 


(b)                                 The
execution, delivery and performance of the Buyer’s Documents by Buyer will not
(with or without the giving of notice or the passage of time or both) (i)
violate any applicable provision of law or any rule or regulation of any
federal, state or local Governmental Authority applicable to Buyer, or any
order, writ, injunction, judgment or decree of any court, administrative agency
or other Governmental Authority applicable to Buyer,


 


5

















 


(ii) violate Buyer’s Certificate of Incorporation or Bylaws, as each is
amended to the Closing Date, (iii) require any consent under, conflict with or
constitute a breach or default under any agreement, indenture, mortgage, deed
of trust, lease, license or other instrument to which Buyer is a party or by
which it or any Purchased Asset is bound, or any license, permit or certificate
held by Buyer, or (iv) require any consent of, approval by, notice to or
registration with any Governmental Authority.


 


Section 6.3                                      Compliance
with Laws.  Buyer has not received
any written notice claiming Seller is in violation of, any order, law,
ordinance, statute, rule or regulation applicable to the Purchased Assets where
the consequences of such violation would have an adverse effect on the
Purchased Assets.


 


Section 6.4                                      Disclosures.  The representations, warranties or
statements by Buyer herein and in the Exhibits and Schedules attached hereto
are true, complete and correct in all material respects and do not contain any
untrue statement of a material fact.


 


Section 6.5                                      Brokers.  No agent, broker, investment banker, or
other Person acting on behalf of Seller or under its authority is or will be
entitled to any broker’s or finder’s fee or any other commission or similar
fee, directly or indirectly, in connection with the transaction contemplated by
this Agreement.


 


ARTICLE VII

CLOSING DELIVERIES


 


The obligations of Buyer
and Seller hereunder are subject to the satisfaction of the following Closing
deliveries that are conditions precedent unless specifically waived by the
parties.


 


Section 7.1                                      Seller’s
Closing Deliveries.  Seller shall execute
and deliver, or cause to be executed and delivered, to Buyer on the Closing
Date, each of the following:


 


(a)                                  This
Agreement;


 


(b)                                 The
Bill of Sale;


 


(c)                                  The
Guaranty; and


 


(d)                                 Executed
UCC-3 Partial Releases in form sufficient to evidence the full and complete
release of any and all Liens on the Purchased Assets.


 


Section 7.2                                      Buyer’s
Closing Deliveries.  Buyer shall
have executed and delivered, or caused to be executed and delivered, to Seller
at the Closing each of the following:


 


(a)                                  This
Agreement; and


 


(b)                                 The
Purchase Price, paid in the manner required by the provisions of Article IV.


 


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ARTICLE VIII

INDEMNIFICATION


 


Section 8.1                                      Indemnification
of Buyer by Seller.  Subject to the
limitation imposed by Section 8.5 below, notwithstanding any investigation by
Buyer or its representatives, the Seller, its successors and assigns, will
indemnify and hold the Buyer, and its Affiliates, harmless from and fully pay
any and all Losses, that Buyer, or any of its Affiliates, may suffer or incur
as a result of or relating to (a) the breach of any representations or
warranties made by Seller in Article V and elsewhere in this Agreement, or in
any other document delivered by Seller to Buyer pursuant hereto to include,
without limitation, the Bill of Sale (collectively, the “Transaction
Documents”), or any allegation by a third party that, if true, would
constitute such a breach, or (b) the breach of any covenant or agreement of
Seller in this Agreement or the Transaction Documents.


 


Section 8.2                                      Indemnification
of Seller by Buyer.  Notwithstanding
any investigation by Seller or its representatives, the Buyer, its successors
and assigns, will indemnify and hold Seller, and its Affiliates, harmless from
and fully pay any and all Losses that Seller, or any of its Affiliates, may
suffer or incur as a result of or relating to (a) the breach of any
representations or warranties made by Buyer in Article VI and elsewhere in this
Agreement, or any allegation by a third party that, if true, would constitute
such a or (b) the breach of any covenant or agreement of Seller in this
Agreement.


 


Section 8.3                                      Notice.  If a party is entitled to receive
indemnification or to recover from the other party for any Losses incurred
pursuant to this Article VIII (the “Indemnified Party”), the Indemnified
Party agrees to give prompt written notice to the other party (the “Indemnifying
Parties”) upon the occurrence of any indemnifiable or recoverable Loss or
the assertion of any claim or the commencement of any action or proceeding by
any third party in respect of which such a Loss may reasonably be expected to
occur (a “Claim”), but the Indemnified Party’s failure to give such
notice will not affect the obligations of the Indemnifying Party under this
Article VIII except to the extent that the Indemnifying Party is materially
prejudiced thereby.  Such written notice
will include a reference to the event or events forming the basis of such Loss
or Claim and the amount involved, unless such amount is uncertain or
contingent, in which event the Indemnified Party will give a later written
notice when the amount becomes fixed.


 


Section 8.4                                      Defense
of Claims.  The Indemnifying Party
may elect to assume and control the defense of any Claim, including the employment
of counsel reasonably satisfactory to the Indemnified Party and the payment of
expenses related thereto, if (a) the Indemnifying Party acknowledges its
obligation to indemnify the Indemnified Party for any Losses resulting from
such third party Claim and provides reasonable evidence to the Indemnified
Party of its financial ability to satisfy such obligation; (b) the Claim does
not seek to impose any liability or obligation on the Indemnified Party other
than for money damages; and (c) the Claim does not relate to the Indemnified
Party’s relationship with its customers or employees. If such conditions are
satisfied and the Indemnifying Party elects to assume and control the defense
of a Claim, then (i) the Indemnifying Party will not be liable for any
settlement of such Claim effected without its consent, which consent will not
be unreasonably withheld; (ii) the Indemnifying Party may settle such Claim
without the consent of the Indemnified Party; and (iii) the Indemnified Party
may employ separate counsel and participate in the defense thereof, but the
Indemnified Party will be


 


7

















 


responsible for the fees and expenses of such counsel unless (A) the
Indemnifying Party has failed to adequately assume the defense of such Claim or
to employ counsel with respect thereto or (B) a conflict of interest exists
between the interests of the Indemnified Party and the Indemnifying Party that
requires representation by separate counsel, in which case the fees and expenses
of such separate counsel will be paid by the Indemnifying Party.  If such conditions are not satisfied, the
Indemnified Party may assume and control the defense of the Claim at the
Indemnifying Party’s cost and expense.


 


Section 8.5                                      Limitation
on Maximum Amount of Liability of Seller for Indemnification Claims or Losses.
The maximum aggregate amount of Losses for which any Indemnifying Party, shall
be obligated to pay to an Indemnified Party, pursuant to its obligations under
Section 8.1 or 8.2 above, as the case may be, shall not, in any event,
exceed a total sum equal to the amount of the Purchase Price.


 


ARTICLE IX

COVENANT NOT TO COMPETE


 


Section 9.1                                      Non-Compete.


 


(a)                                  From
and after the Closing Date, Seller will not, and will cause its Affiliates to
not, directly or indirectly, individually or collectively, engage in any
Competitive Activity for twelve (12) months after the Closing Date (the “Covered
Period”); provided, however, that, notwithstanding the
foregoing, (i) neither Seller, nor any of its Affiliates, shall be deemed to be
engaged in a Competitive Activity solely by virtue of the ownership of less
than twenty percent (20%) of the outstanding voting stock or debt securities of
any publicly held company of which it (and its Affiliates) do not have voting
or day-to-day operational control, the stock or debt securities of which are
traded on an United States or foreign stock exchange or quoted on the National
Association of Securities Dealers Automated Quotation System; (ii) Seller
and any of its Affiliates may acquire a Person or business engaged in a
Competitive Activity if in the calendar year immediately preceding the
acquisition, the revenues derived from Competitive Activities do not exceed
thirty-four percent (34%) of the total revenues of such Person or business; and
(iii) neither Seller, nor any of its Affiliates, shall be deemed to be engaged
in a Competitive Activity by virtue of any sale of universal joints, universal
joint parts, or universal joints constructed from parts which are  existing in the inventory of Driveline on the
Closing Date or have been repossessed by Congress Financial Corporation
(Southwest), Seller or LSB Industries, Inc. or their Affiliates as of the
Closing Date.


 


(b)                                 For
purposes of this Section 9.1, “Competitive Activity” shall mean (i) the
sale in the Americas (i.e. North, Central and South America) of (A) any Product
or (B) any similar product for the same application as the Products or (ii) the
sale to any Person on Schedule 9.1 of (A) any Product or (B) any similar
product for the same application as the Products.


 


Section 9.2                                      Severability.  The invalidity or unenforceability of this
Article IX in any respect shall not affect the validity or enforceability of
this Article IX in any other respect, or of any other provision of this
Agreement.  In the event that any
provision of this Article IX shall be held invalid or unenforceable by a court
of competent jurisdiction by reason of the geographic or


 


8

















 


business scope or the duration thereof or for any other reason, such
invalidity or unenforceability shall attach only to the particular aspect of
such provision found invalid or unenforceable as applied and shall not affect
or render invalid or unenforceable any other provision of this Article IX or
the enforcement of such provision in other circumstances, and, to the fullest
extent permitted by law, this Article IX shall be construed as if the
geographic or business scope or the duration of such provision or other basis
on which such provision has been challenged had been more narrowly drafted so
as not to be invalid or unenforceable.


 


Section 9.3                                      Enforcement.  Seller acknowledges and agrees that Buyer
and its Affiliates are engaged in a highly competitive business and that the
protections of Buyer and each such Affiliate set forth in this Article IX are
fair and reasonable and are of vital concern to Buyer and its Affiliates.  Further, Seller acknowledges and agrees that
monetary damages for any violation of this Article IX will not adequately
compensate Buyer and its Affiliates with respect to any such violation.  Therefore, in the event of a breach by
Seller of any of the terms and provisions contained in this Article IX, Buyer
shall be entitled to enforce the specific performance of this Article IX by
Seller and to enjoin Seller from any further violations.  The remedies available to Buyer pursuant to
this Section 9.3 may be exercised cumulatively by Buyer in conjunction with all
other rights and remedies provided by law.


 


ARTICLE X

FURTHER AGREEMENTS


 


Section 10.1                                Title
and Risk of Loss.  Title to and risk
of loss of the Purchased Assets shall pass to Buyer from Seller as of the
Closing.


 


Section 10.2                                Additional
Actions Seller and Buyer.  On and
after the Closing Date, Seller and Buyer shall execute and deliver such
documents and do and perform all such other acts as may reasonably be required
in order fully to effectuate the intent of this Agreement.


 


Section 10.3                                Costs
and Transfer Taxes.  Except as
otherwise set forth in this Agreement, each party hereto shall pay its own
costs and expenses (including legal fees and expenses) incurred in connection
with due diligence reviews, the preparation, negotiation and execution of this
Agreement and all other agreements, certificates, instruments and documents
delivered hereunder and all other matters relating to the consummation of the
transactions contemplated hereby, whether or not the proposed transaction is
consummated.  All sales, documentary
stamp taxes and other transfer taxes in connection with the sale and delivery
of the Purchased Assets hereunder shall be paid by Seller.


 


Section 10.4                                Books
and Records after Closing.  From and
after the Closing, Buyer shall have free and open access to all books and
records which Seller may have relating in any manner to the Purchased Assets
and Seller shall furnish Buyer with copies thereof.


 


ARTICLE XI

MISCELLANEOUS


 


Section 11.1                                Entire
Understanding, Waiver, Etc.  This
Agreement (including all schedules and exhibits attached hereto) and all other
agreements executed and delivered at the Closing set forth the entire
understanding of the parties and supersede any and all prior or


 


9

















 


contemporaneous agreements, arrangements and understandings relating to
the subject matter hereof, and the provisions hereof may not be changed,
modified, waived or altered except by an agreement in writing signed by the
parties hereto.  A waiver by any party
of any of the terms or conditions of this Agreement, or of any breach thereof,
shall not be deemed a waiver of such term or condition for the future, or of
any other term or condition hereof, or of any subsequent breach thereof.


 


Section 11.2                                Severability.  If any provision of this Agreement or the
application of such provision shall be held by a court of competent
jurisdiction to be unenforceable, the remaining provision of this Agreement
shall remain in full force and effect.


 


Section 11.3                                Captions.  The captions herein are for convenience only
and shall not be considered a party of this Agreement for any purpose,
including, without limitation, the construction or interpretation of any
provision hereof.


 


Section 11.4                                Notices.
All notices, requests, demands, claims and other communications hereunder shall
be in writing.  Any notice, request,
demand, claim, or other communication hereunder shall be deemed duly given (a)
if personally delivered, when so delivered, (b) if mailed, two Business Days
after having been sent by registered or certified with return receipt
requested, postage prepaid and addressed to the intended recipient as set forth
below, (c) if given by facsimile, once such notice or other communication is
transmitted to the facsimile number specified below and the appropriate answer
back or telephonic confirmation is received, provided that such notice or other
communication is promptly thereafter mailed in accordance with the provisions
of clause (b) above or (d) if sent through an overnight delivery service in
circumstances in which such service guarantees next day delivery, the day
following being so sent:


 


	
  (i)

  	
   

  	
  If to Seller:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Prime Financial
  Corporation

  
	
   

  	
   

  	
  16 South Pennsylvania
  Avenue

  
	
   

  	
   

  	
  Oklahoma City, Oklahoma
  73107

  
	
   

  	
   

  	
  Attention:  David
  R. Goss, Vice President

  
	
   

  	
   

  	
  Telephone:  (405)
  235-4546

  
	
   

  	
   

  	
  Facsimile:  (405)
  235-5067

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Prime Financial
  Corporation

  
	
   

  	
   

  	
  16 South Pennsylvania
  Avenue

  
	
   

  	
   

  	
  Oklahoma City, Oklahoma
  73107

  
	
   

  	
   

  	
  Attention:  General
  Counsel

  
	
   

  	
   

  	
  Telephone:  (405)
  235-4546

  
	
   

  	
   

  	
  Facsimile:  (405)
  236-1209

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Copy to:

  



 


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  (ii) 

  	
   

  	
  If to Buyer:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OBB Acquisition Corp.

  
	
   

  	
   

  	
  c/o Roller Bearing
  Company of America, Inc.

  
	
   

  	
   

  	
  60 Round Hill Road

  
	
   

  	
   

  	
  Fairfield, Connecticut
  06430

  
	
   

  	
   

  	
  Attention:       Chief
  Executive Officer

  
	
   

  	
   

  	
  Telephone Number:

  	
  (203) 255-1511

  
	
   

  	
   

  	
  Facsimile Number:

  	
  (203) 256-0775

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C. David Goldman

  
	
   

  	
   

  	
  McDermott, Will &
  Emery

  
	
   

  	
   

  	
  50 Rockefeller Plaza

  
	
   

  	
   

  	
  New York, New York
  10020

  
	
   

  	
   

  	
  Telephone Number: (212)
  547-5512

  
	
   

  	
   

  	
  Facsimile Number: (212)
  547-5444

  



 


Any
party may give any notice, request, demand, claim or other communication
hereunder using any other means (including ordinary mail or electronic mail),
but no such notice, request, demand, claim or other communication shall be
deemed to have been duly given unless and until it actually is received by the
individual for whom it is intended.  Any
party may change the address to which notices, requests, demands, claims and
other communications hereunder are to be delivered by giving the other parties
notice in the manner herein set forth.


 


Section 11.5                                Successors
and Assigns.  Neither this Agreement
nor any of the rights or obligations arising hereunder shall be assignable
without the prior written consent of the parties hereto.  Nothing in this Agreement, express or
implied, shall confer upon any Person, other than the parties hereto, and their
successors and permitted assigns any rights or remedies under or by reason of
this Agreement.


 


Section 11.6                                Survival
of Representations and Warranties. 
The representations, warranties, covenants and agreements made by Seller
and by Buyer, respectively, in this Agreement shall survive the Closing Date
hereunder and shall also survive and shall be unaffected by (and shall not be
deemed waived by) any investigation, audit, appraisal, or inspection at any
time made by or on behalf of Buyer.


 


Section 11.7                                Schedules
and Exhibits.  The schedules and
exhibits attached hereto shall form a part of this Agreement and are hereby
incorporated into this Agreement by reference.


 


Section 11.8                                Counterparts.  This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which,
together, shall constitute one and the same instrument.


 


Section 11.9                                Construction
of Terms.  Any reference herein to
the masculine or neuter shall include the masculine, the feminine and the
neuter, and any reference herein to the singular or plural shall include the
opposite thereof.  The parties to this
Agreement acknowledge that each


 


11

















 


party and counsel to each party has participated in the drafting of
this Agreement and agree that this Agreement shall not be interpreted against
one party or the other based upon who drafted it.


 


Section 11.10                          Attorneys’
Fees and Costs.  Unless otherwise
provided herein to the contrary, in the event any action or proceeding is
commenced by any party to this Agreement to (a) determine rights, duties
or obligations under this Agreement, (b) determine a breach of this Agreement
and obtain damages as a result of such breach or (c) otherwise enforce this
Agreement, the prevailing party in such action or proceeding shall be entitled
to recover from the non-prevailing party all of the prevailing party’s
out-of-pocket costs and expenses, including, without limitation, all reasonable
attorneys’ fees, disbursements and related charges.  A party will be considered the prevailing party if (i) it
initiated the litigation and substantially obtains the relief it sought, either
through a judgment or arbitration award or the losing party’s voluntary action
before arbitration, trial, or judgment, (ii) the other party withdraws its
action without substantially obtaining the relief it sought, or (iii) such
party did not initiate the litigation and judgment is entered into for any
party, but without substantially granting the relief sought by the initiating
party or granting more substantial relief to the non-initiating party with
respect to any counterclaim, asserted by the non-initiating party in connection
with such litigation.


 


Section 11.11                          Governing
Law.  THIS AGREEMENT SHALL BE
CONTROLLED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS AND DECISIONS OF
THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT
STATE, WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT
MIGHT REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 


Section 11.12                          Facsimile
Execution.  Each counterpart of this
Agreement may be executed and transmitted by facsimile transmission.  The parties will initially accept facsimile
signature pages.  The original documents
shall be delivered by hand or courier within one (1) Business Day of the execution
of the documents. Counsel for the parties will substitute and provide original
signature pages to the other parties as soon as they are received.


 


12

















 


IN WITNESS WHEREOF, the parties have duly executed
this Agreement on the day and year first above written.


 


	
  SELLER:

  	
  PRIME FINANCIAL CORPORATION.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/David
  R. Goss

  	
   

  
	
   

  	
  Name:

  	
  David
  R. Goss

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  BUYER:

  	
  OBB ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Michael
  S. Gostomski

  	
   

  
	
   

  	
  Name:

  	
  Michael
  S. Gostomski

  	
   

  
	
   

  	
  Title:

  	
  Executive
  Vice President

  	
   

  
					



 


13

















 


SCHEDULE 9.1


 


CUSTOMERS SUBJECT TO NON-COMPETE


 


1                                          Dana
Kirkstall Specialty Axle


 


2                                          Holland
Hitch International


 


3                                          Westport
Axle Corporation


 


4                                          Bergstrom
Company


 


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