implied in this Agreement is
intended, or shall be construed, to confer upon or give any person other than
the parties any rights or remedies under or by reason of this Agreement.
28
(j) Acceptance by Fax. This Agreement shall be accepted, effective and binding,
for all purposes, when the parties shall have signed and transmitted to each
other, by telecopier or otherwise, copies of the signature pages hereto.
(k) Binding Effect; Benefits. This Agreement shall inure to the benefit of, and
be binding upon, the parties hereto and their respective heirs, legal
representatives, successors and permitted assigns. Nothing in this Agreement,
express or implied, is intended to or shall confer upon any person other than
the parties hereto, and their respective heirs, legal representatives,
successors and permitted assigns, any rights, remedies, obligations or
liabilities under, in connection with or by reason of this Agreement.
(l) Reporting. The Shareholders and NCCAC acknowledge that the Parent is a
public Company subject to U.S. Federal securities laws. The Shareholders and
NCCAC acknowledge that they will not engage in any trading in the Parent's
securities until after public announcement of the acquisition in form and date
to be mutually agreed upon by the Shareholders and the Parent. The Shareholders
furthermore agree to use commercially reasonable efforts to promptly comply and
assist the Parent with any and all requests for information as necessary to
comply with the Parent's filing requirements with the U.S. Securities and
Exchange Commission and the Parent's public reporting obligations.
29
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the
date first set forth above.
MANCHESTER INC.
By:
/s/ Richard Gaines
Name: Richard Gaines
Title:
Corporate Secretary
NICE CARS ACCEPTANCE ACQUISITIONCO, INC.
By:
/s/ Richard Gaines
Name: Richard Gaines
Title: Corporate Secretary
NICE CARS CAPITAL ACCEPTANCE CORPORATION
By:
/s/ Ray Lyle
Name: Ray Lyle
Title:
President
SHAREHOLDERS OF NICE CARS CAPITAL
ACCEPTANCE CORPORATION
/s/ Ray Lyle
Ray Lyle
/s/ Victoria Lyle
Victoria Lyle
-30-
INDEX TO EXHIBITS AND SCHEDULES
EXHIBIT A PURCHASE NOTE
EXHIBIT B S TAX REIMBURSEMENT NOTE
EXHIBIT C SHAREHOLDER NOTE
EXHIBIT D [INTENTIONALLY OMITTED]
EXHIBIT E LIST OF AMOUNTS TO BE PAID TO SHAREHOLDERS AT CLOSING
EXHIBIT F LIST OF RELEASES / CONSENTS / TERMINATIONS NEEDED AT CLOSING
EXHIBIT G WUERSCH & GERING, LLP - OPINION LETTER
EXHIBIT H CHAMBLISS, BAHNER & STOPHEL, P.C. - OPINION LETTER
EXHIBIT I CONFLICTS
EXHIBIT J REQUIRED CONSENT
EXHIBIT K [INTENTIONALLY OMITTED]
SCHEDULE 3.4(G) LIABILITIES AND OBLIGATIONS
SCHEDULE 3.4(H) NO UNDISCLOSED EVENTS OR CIRCUMSTANCES
SCHEDULE 3.4(I) LITIGATION AND OTHER PROCEEDINGS
SCHEDULE 3.4(K) COMPETING INTERESTS
SCHEDULE 3.4(L) ENVIRONMENTAL MATTERS
SCHEDULE 3.4(N) ABSENCE OF CERTAIN CHANGES AND EVENTS
SCHEDULE 3.4(O) ASSETS AND RIGHTS
SCHEDULE 3.4(P) TAXES
SCHEDULE 3.4(Q) TRANSACTION WITH CERTAIN PERSONS
SCHEDULE 3.4(R) EMPLOYEE PLANS
SCHEDULE 3.4(T) PERMITS
SCHEDULE 3.4(X) BANK ACCOUNTS AND CREDIT CARDS
ANNEX A PLAN AND AGREEMENT OF MERGER OF FOREIGN CORPORATION INTO DELAWARE
CORPORATION
EXHIBIT A
PURCHASE NOTE
EXHIBIT B
S TAX REIMBURSEMENT NOTE