**Exhibit 10.24**

 

**ASSETPURCHASE AGREEMENT**

 

This ASSET PURCHASEAGREEMENT (this “Agreement”), is made and entered into as ofSeptember 28, 2001, by and between **PRIME FINANCIAL CORPORATION**, an Oklahomacorporation (“Seller”) and **OBB ACQUISITION CORP.,**a Delawarecorporation (“Buyer”).

 

**RECITALS**

 

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

 

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

 

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

 

NOW, THEREFORE, inconsideration of the mutual covenants, agreements, representations andwarranties contained in this Agreement, the parties agree as follows:

 

# **ARTICLE IDEFINITIONS**

# ** **

The terms defined in thisArticle shall have the following respective meanings for all purposes of thisAgreement and for all schedules and exhibits hereto:

 

“Affiliate” meanswith respect to any Person any other Person that, directly or indirectly,through one or more intermediaries, controls, is controlled by or is undercommon control with, such first Person. For purposes of this definition, the term “control” (including thecorrelative meanings of the terms “controls,” “controlled by,” and “underdirect or indirect control with”) as used with respect to any Person, shallmean the possession, directly or indirectly, of the power to direct or causethe direction of the management policies of such Person, whether throughownership of voting securities or by contract or otherwise.

 

“Agreement” shallhave the meaning given such term in the introductory paragraph hereof, andshall include any and all amendments, modifications or supplements to thisAgreement.

 

“Bill of Sale”means that certain Bill of Sale, in the form attached as Exhibit A tothis 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 commercialbanks in Dallas, Texas or New York, New York are authorized or required by lawto close.

 

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

 

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

 

“Closing” meansthe consummation and effectuation of the transactions contemplated hereinpursuant to the terms and conditions of this Agreement, which shall take placeat the offices of Patton Boggs LLP, 2001 Ross Avenue, Suite 3000, Dallas, Texas  75201 on the same day this Agreement isfully executed by Buyer and Seller, or at such other place as is mutuallyagreed upon by the parties hereto.  Uponconsummation, 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” shallhave the meaning given such term in Recital (A) hereof.

 

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

 

“Guaranty” meansthat certain Guaranty in the form attached as Exhibit B to thisAgreement, to be executed by LSB Industries, Inc. and delivered by Seller toBuyer 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 Personhas actual knowledge of such matter or would reasonably be expected to haveactual knowledge of such matter following reasonable inquiry of the appropriateemployees and agents of such Person.

 

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

 

“Lien” means anylien, pledge, mortgage, security interest, claim, lease, charge, option, rightof first refusal, easement, servitude, transfer restriction, competing claim ofownership or any other encumbrance, restriction or limitation whatsoever.

 

“Losses” means anyand 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, includinginterest, reasonable attorneys’ fees, and court costs.

 

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“PermittedEncumbrances” means Liens for current taxes and assessments not yet due andpayable, including, but not limited to, Liens for nondelinquent ad valoremtaxes and nondelinquent statutory Liens arising other than by reason of anydefault on the part of Seller.

 

“Person” means anindividual, partnership, corporation, estate, joint-stock company, limitedliability company, trust, unincorporated organization, association, jointventure or other entity or organization, including any Governmental Authority.

 

“Products” meanstapered thrust bearings, universal joints, synchronizing rings, and gtragbearings.

 

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

 

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

 

“Seller” shallhave 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 IIPURCHASE AND SALE OF PURCHASED ASSETS**

# ** **

On the terms and subjectto the conditions hereof, Seller agrees at Closing to sell, assign and conveyto Buyer, and Buyer agrees to purchase at Closing from Seller, all of Seller’sright, title and interest in and to the Purchased Assets free and clear of allLiens and encumbrances, other than the Permitted Encumbrances, for theconsideration set forth in this Agreement.

 

# **ARTICLE IIILIABILITIES**

# ** **

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

 

# **ARTICLE IVPURCHASE PRICE AND MANNER OF PAYMENT**

# ** **

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

 

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

 

# **ARTICLE V**REPRESENTATIONS AND WARRANTIES OFSELLER

# ** **

Seller hereby representsand 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 itwas incorporated.  Seller has allrequisite corporate right, power and authority to own and sell all of thePurchased Assets to Buyer pursuant to this Agreement.

##  

## Section 5.2                                      Authority;Consents and Approvals.

##  

### (a)                                  Sellerhas all requisite corporate right, power and authority to execute, deliver andperform this Agreement and each other document and agreement referenced hereinto be executed and delivered by Seller pursuant hereto (together, the “Seller’sDocuments”).  The execution,delivery, and performance of the Seller’s Documents by Seller has been duly andvalidly 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 accordancewith their respective terms.

###  

### (b)                                 Theexecution, delivery and performance of the Seller’s Documents by Seller willnot (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 anyfederal, state or local Governmental Authority applicable to Seller or thePurchased Assets, or any order, writ, injunction, judgment or decree of anycourt, administrative agency or other Governmental Authority applicable toSeller or the Purchased Assets, (ii) violate either the Seller’s Certificate ofIncorporation or Bylaws, as each is amended to the Closing Date, (iii) requireany consent under, conflict with or constitute a breach or default under anyagreement, indenture, mortgage, deed of trust, lease, or other instrument towhich Seller is a party or by which it is bound, or any license, permit orcertificate held by Seller, or (iv) require any consent of, approval by, noticeto or registration with any Governmental Authority.

###  

## Section 5.3                                      Titleto Purchased Assets.  Seller is thesole and absolute owner of the Purchased Assets and has good and marketabletitle to and the right to assign and convey the Purchased Assets free and clearof any and all Liens of any kind whatsoever. Seller’s ownership of thePurchased 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, andBuyer upon delivery to it of the Bill of Sale by Seller at Closing willreceive, 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.

 

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## Section 5.4                                      NoInjunctions or Orders.  Seller isnot a party to any agreement, and Seller is not subject to nor, to theknowledge of Seller, threatened with, any injunctions of any court or orders ofany other Governmental Authority with respect to the Purchased Assets.

##  

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

##  

## Section 5.6                                      Litigation.  There is no suit, action, administrativeproceeding, arbitration, grievance or other proceeding or governmentalinvestigation pending or, to the knowledge of Seller, threatened, againstSeller which individually or in the aggregate could adversely affect thePurchased Assets.

##  

## Section 5.7                                      Brokers.  No agent, broker, investment banker, orother Person acting on behalf of Seller or under its authority is or will beentitled to any broker’s or finder’s fee or any other commission or similarfee, directly or indirectly, in connection with the transactions contemplatedby this Agreement.

##  

## Section 5.8                                      Disclosures.  The representations, warranties orstatements by Seller herein and in the Exhibits and Schedules attached heretoare true, complete and correct in all material respects and do not contain anyuntrue statement of a material fact.

##  

# **ARTICLE VI**REPRESENTATIONS AND WARRANTIES OFBUYER

# ** **

Buyer hereby represents andwarrants to Seller as follows:

 

## Section 6.1                                      Organization.Buyer is a corporation duly organized, validly existing and in good standingunder 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 tothis Agreement.

##  

## Section 6.2                                      Authority.

##  

### (a)                                  Buyerhas all requisite corporate right, power and authority to execute, deliver andperform this Agreement and each other document and agreement referenced hereinto be executed and delivered by Buyer pursuant hereto (together, the “Buyer’sDocuments”).  The execution,delivery and performance of the Buyer’s Documents by Buyer have been duly andvalidly 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 accordancewith their respective terms.

###  

### (b)                                 Theexecution, 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 anyfederal, state or local Governmental Authority applicable to Buyer, or anyorder, writ, injunction, judgment or decree of any court, administrative agencyor other Governmental Authority applicable to Buyer,

 

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

###  

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

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## Section 6.4                                      Disclosures.  The representations, warranties orstatements by Buyer herein and in the Exhibits and Schedules attached heretoare true, complete and correct in all material respects and do not contain anyuntrue statement of a material fact.

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## Section 6.5                                      Brokers.  No agent, broker, investment banker, orother Person acting on behalf of Seller or under its authority is or will beentitled to any broker’s or finder’s fee or any other commission or similarfee, directly or indirectly, in connection with the transaction contemplated bythis Agreement.

##  

# **ARTICLE VII**CLOSING DELIVERIES

# ** **

The obligations of Buyerand Seller hereunder are subject to the satisfaction of the following Closingdeliveries that are conditions precedent unless specifically waived by theparties.

 

## Section 7.1                                      Seller’sClosing Deliveries.  Seller shall executeand deliver, or cause to be executed and delivered, to Buyer on the ClosingDate, each of the following:

##  

### (a)                                  ThisAgreement;

###  

### (b)                                 TheBill of Sale;

###  

### (c)                                  TheGuaranty; and

###  

### (d)                                 ExecutedUCC-3 Partial Releases in form sufficient to evidence the full and completerelease of any and all Liens on the Purchased Assets.

###  

## Section 7.2                                      Buyer’sClosing Deliveries.  Buyer shallhave executed and delivered, or caused to be executed and delivered, to Sellerat the Closing each of the following:

##  

### (a)                                  ThisAgreement; and

###  

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

 

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# **ARTICLE VIIIINDEMNIFICATION**

# ** **

## Section 8.1                                      Indemnificationof Buyer by Seller.  Subject to thelimitation imposed by Section 8.5 below, notwithstanding any investigation byBuyer or its representatives, the Seller, its successors and assigns, willindemnify and hold the Buyer, and its Affiliates, harmless from and fully payany and all Losses, that Buyer, or any of its Affiliates, may suffer or incuras a result of or relating to (a) the breach of any representations orwarranties made by Seller in Article V and elsewhere in this Agreement, or inany other document delivered by Seller to Buyer pursuant hereto to include,without limitation, the Bill of Sale (collectively, the “TransactionDocuments”), or any allegation by a third party that, if true, wouldconstitute such a breach, or (b) the breach of any covenant or agreement ofSeller in this Agreement or the Transaction Documents.

##  

## Section 8.2                                      Indemnificationof Seller by Buyer.  Notwithstandingany investigation by Seller or its representatives, the Buyer, its successorsand assigns, will indemnify and hold Seller, and its Affiliates, harmless fromand fully pay any and all Losses that Seller, or any of its Affiliates, maysuffer or incur as a result of or relating to (a) the breach of anyrepresentations or warranties made by Buyer in Article VI and elsewhere in thisAgreement, or any allegation by a third party that, if true, would constitutesuch a or (b) the breach of any covenant or agreement of Seller in thisAgreement.

##  

## Section 8.3                                      Notice.  If a party is entitled to receiveindemnification or to recover from the other party for any Losses incurredpursuant to this Article VIII (the “Indemnified Party”), the IndemnifiedParty agrees to give prompt written notice to the other party (the “IndemnifyingParties”) upon the occurrence of any indemnifiable or recoverable Loss orthe assertion of any claim or the commencement of any action or proceeding byany third party in respect of which such a Loss may reasonably be expected tooccur (a “Claim”), but the Indemnified Party’s failure to give suchnotice will not affect the obligations of the Indemnifying Party under thisArticle VIII except to the extent that the Indemnifying Party is materiallyprejudiced thereby.  Such written noticewill include a reference to the event or events forming the basis of such Lossor Claim and the amount involved, unless such amount is uncertain orcontingent, in which event the Indemnified Party will give a later writtennotice when the amount becomes fixed.

##  

## Section 8.4                                      Defenseof Claims.  The Indemnifying Partymay elect to assume and control the defense of any Claim, including the employmentof counsel reasonably satisfactory to the Indemnified Party and the payment ofexpenses related thereto, if (a) the Indemnifying Party acknowledges itsobligation to indemnify the Indemnified Party for any Losses resulting fromsuch third party Claim and provides reasonable evidence to the IndemnifiedParty of its financial ability to satisfy such obligation; (b) the Claim doesnot seek to impose any liability or obligation on the Indemnified Party otherthan for money damages; and (c) the Claim does not relate to the IndemnifiedParty’s relationship with its customers or employees. If such conditions aresatisfied and the Indemnifying Party elects to assume and control the defenseof a Claim, then (i) the Indemnifying Party will not be liable for anysettlement of such Claim effected without its consent, which consent will notbe unreasonably withheld; (ii) the Indemnifying Party may settle such Claimwithout the consent of the Indemnified Party; and (iii) the Indemnified Partymay employ separate counsel and participate in the defense thereof, but theIndemnified Party will be

 

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

##  

## Section 8.5                                      Limitationon Maximum Amount of Liability of Seller for Indemnification Claims or Losses.The maximum aggregate amount of Losses for which any Indemnifying Party, shallbe obligated to pay to an Indemnified Party, pursuant to its obligations underSection 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 IXCOVENANT NOT TO COMPETE**

# ** **

## Section 9.1                                      Non-Compete.

##  

### (a)                                  Fromand after the Closing Date, Seller will not, and will cause its Affiliates tonot, directly or indirectly, individually or collectively, engage in anyCompetitive Activity for twelve (12) months after the Closing Date (the “CoveredPeriod”); provided, however, that, notwithstanding theforegoing, (i) neither Seller, nor any of its Affiliates, shall be deemed to beengaged in a Competitive Activity solely by virtue of the ownership of lessthan twenty percent (20%) of the outstanding voting stock or debt securities ofany publicly held company of which it (and its Affiliates) do not have votingor day-to-day operational control, the stock or debt securities of which aretraded on an United States or foreign stock exchange or quoted on the NationalAssociation of Securities Dealers Automated Quotation System; (ii) Sellerand any of its Affiliates may acquire a Person or business engaged in aCompetitive Activity if in the calendar year immediately preceding theacquisition, the revenues derived from Competitive Activities do not exceedthirty-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 engagedin a Competitive Activity by virtue of any sale of universal joints, universaljoint parts, or universal joints constructed from parts which are  existing in the inventory of Driveline on theClosing Date or have been repossessed by Congress Financial Corporation(Southwest), Seller or LSB Industries, Inc. or their Affiliates as of theClosing Date.

###  

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

###  

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

 

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business scope or the duration thereof or for any other reason, suchinvalidity or unenforceability shall attach only to the particular aspect ofsuch provision found invalid or unenforceable as applied and shall not affector render invalid or unenforceable any other provision of this Article IX orthe enforcement of such provision in other circumstances, and, to the fullestextent permitted by law, this Article IX shall be construed as if thegeographic or business scope or the duration of such provision or other basison which such provision has been challenged had been more narrowly drafted soas not to be invalid or unenforceable.

##  

## Section 9.3                                      Enforcement.  Seller acknowledges and agrees that Buyerand its Affiliates are engaged in a highly competitive business and that theprotections of Buyer and each such Affiliate set forth in this Article IX arefair and reasonable and are of vital concern to Buyer and its Affiliates.  Further, Seller acknowledges and agrees thatmonetary damages for any violation of this Article IX will not adequatelycompensate Buyer and its Affiliates with respect to any such violation.  Therefore, in the event of a breach bySeller of any of the terms and provisions contained in this Article IX, Buyershall be entitled to enforce the specific performance of this Article IX bySeller and to enjoin Seller from any further violations.  The remedies available to Buyer pursuant tothis Section 9.3 may be exercised cumulatively by Buyer in conjunction with allother rights and remedies provided by law.

##  

# **ARTICLE XFURTHER AGREEMENTS**

# ** **

## Section 10.1                                Titleand Risk of Loss.  Title to and riskof loss of the Purchased Assets shall pass to Buyer from Seller as of theClosing.

##  

## Section 10.2                                AdditionalActions Seller and Buyer.  On andafter the Closing Date, Seller and Buyer shall execute and deliver suchdocuments and do and perform all such other acts as may reasonably be requiredin order fully to effectuate the intent of this Agreement.

##  

## Section 10.3                                Costsand Transfer Taxes.  Except asotherwise set forth in this Agreement, each party hereto shall pay its owncosts and expenses (including legal fees and expenses) incurred in connectionwith due diligence reviews, the preparation, negotiation and execution of thisAgreement and all other agreements, certificates, instruments and documentsdelivered hereunder and all other matters relating to the consummation of thetransactions contemplated hereby, whether or not the proposed transaction isconsummated.  All sales, documentarystamp taxes and other transfer taxes in connection with the sale and deliveryof the Purchased Assets hereunder shall be paid by Seller.

##  

## Section 10.4                                Booksand Records after Closing.  From andafter the Closing, Buyer shall have free and open access to all books andrecords which Seller may have relating in any manner to the Purchased Assetsand Seller shall furnish Buyer with copies thereof.

##  

# **ARTICLE XIMISCELLANEOUS**

# ** **

## Section 11.1                                EntireUnderstanding, Waiver, Etc.  ThisAgreement (including all schedules and exhibits attached hereto) and all otheragreements executed and delivered at the Closing set forth the entireunderstanding of the parties and supersede any and all prior or

 

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contemporaneous agreements, arrangements and understandings relating tothe subject matter hereof, and the provisions hereof may not be changed,modified, waived or altered except by an agreement in writing signed by theparties hereto.  A waiver by any partyof 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 ofany other term or condition hereof, or of any subsequent breach thereof.

##  

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

##  

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

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## Section 11.4                                Notices.All notices, requests, demands, claims and other communications hereunder shallbe 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 Daysafter having been sent by registered or certified with return receiptrequested, postage prepaid and addressed to the intended recipient as set forthbelow, (c) if given by facsimile, once such notice or other communication istransmitted to the facsimile number specified below and the appropriate answerback or telephonic confirmation is received, provided that such notice or othercommunication is promptly thereafter mailed in accordance with the provisionsof clause (b) above or (d) if sent through an overnight delivery service incircumstances in which such service guarantees next day delivery, the dayfollowing 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                                            |

 

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

 

## Section 11.5                                Successorsand Assigns.  Neither this Agreementnor any of the rights or obligations arising hereunder shall be assignablewithout the prior written consent of the parties hereto.  Nothing in this Agreement, express orimplied, shall confer upon any Person, other than the parties hereto, and theirsuccessors and permitted assigns any rights or remedies under or by reason ofthis Agreement.

##  

## Section 11.6                                Survivalof Representations and Warranties. The representations, warranties, covenants and agreements made by Sellerand by Buyer, respectively, in this Agreement shall survive the Closing Datehereunder and shall also survive and shall be unaffected by (and shall not bedeemed waived by) any investigation, audit, appraisal, or inspection at anytime made by or on behalf of Buyer.

##  

## Section 11.7                                Schedulesand Exhibits.  The schedules andexhibits attached hereto shall form a part of this Agreement and are herebyincorporated into this Agreement by reference.

##  

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

##  

## Section 11.9                                Constructionof Terms.  Any reference herein tothe masculine or neuter shall include the masculine, the feminine and theneuter, and any reference herein to the singular or plural shall include theopposite thereof.  The parties to thisAgreement acknowledge that each

 

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

 

## Section 11.10                          Attorneys’Fees and Costs.  Unless otherwiseprovided herein to the contrary, in the event any action or proceeding iscommenced by any party to this Agreement to (a) determine rights, dutiesor obligations under this Agreement, (b) determine a breach of this Agreementand obtain damages as a result of such breach or (c) otherwise enforce thisAgreement, the prevailing party in such action or proceeding shall be entitledto recover from the non-prevailing party all of the prevailing party’sout-of-pocket costs and expenses, including, without limitation, all reasonableattorneys’ fees, disbursements and related charges.  A party will be considered the prevailing party if (i) itinitiated the litigation and substantially obtains the relief it sought, eitherthrough a judgment or arbitration award or the losing party’s voluntary actionbefore arbitration, trial, or judgment, (ii) the other party withdraws itsaction without substantially obtaining the relief it sought, or (iii) suchparty did not initiate the litigation and judgment is entered into for anyparty, but without substantially granting the relief sought by the initiatingparty or granting more substantial relief to the non-initiating party withrespect to any counterclaim, asserted by the non-initiating party in connectionwith such litigation.

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## Section 11.11                          **GoverningLaw.  THIS AGREEMENT SHALL BECONTROLLED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS AND DECISIONS OFTHE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THATSTATE, WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW RULE OR PRINCIPLE THATMIGHT REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.**

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## Section 11.12                          FacsimileExecution.  Each counterpart of thisAgreement may be executed and transmitted by facsimile transmission.  The parties will initially accept facsimilesignature pages.  The original documentsshall be delivered by hand or courier within one (1) Business Day of the executionof the documents. Counsel for the parties will substitute and provide originalsignature pages to the other parties as soon as they are received.

 

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IN WITNESS WHEREOF, the parties have duly executedthis 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 |   |
|             |                                  |  |  |  |

 

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**SCHEDULE 9.1**

 

**CUSTOMERS SUBJECT TO NON-COMPETE**

 

1                                          DanaKirkstall Specialty Axle

 

2                                          HollandHitch International

 

3                                          WestportAxle Corporation

 

4                                          BergstromCompany

 

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