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EXHIBIT 1
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT dated as of February 10, 1999 (the "Agreement" or
this "Agreement") between TINICUM CAPITAL PARTNERS, L.P., a limited partnership
organized under the laws of the State of Delaware (the "Seller"), and GKN NORTH
AMERICA MANUFACTURING INC., a Delaware corporation (the "Purchaser").
WITNESSETH:
WHEREAS, the Seller owns 3,235,700 shares (the "Shares") of common stock,
$1.00 par value per share, of The Interlake Corporation, a Delaware corporation
(the "Company");
WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser
wishes to purchase from the Seller, the Shares, upon the terms and subject to
the conditions set forth herein; and
NOW, THEREFORE, in consideration of the premises and the mutual agreements
and covenants hereinafter set forth, the Purchaser and the Seller hereby agree
as follows:
ARTICLE I
PURCHASE AND SALE
SECTION 1.01. Purchase and Sale of the Shares; Purchase Price. Upon the
terms and subject to the conditions of this Agreement, at the Closing, the
Seller shall sell to the Purchaser, and the Purchaser shall purchase from the
Seller, the Shares. The aggregate purchase price for the Shares shall be
$23,458,825 (the "Purchase Price").
SECTION 1.02. Closing. Upon the terms and subject to the conditions of
this Agreement, the sale and purchase of the Shares contemplated by this
Agreement shall take place at a closing (the "Closing") to be held at the
offices of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx on the
date hereof (the "Closing Date").
SECTION 1.03. Closing Deliveries by the Seller. At the Closing, the Seller
shall deliver or cause to be delivered to the Purchaser:
(a) stock certificates evidencing the Shares duly endorsed in blank, or
accompanied by stock powers duly executed in blank, in form satisfactory to the
Purchaser and with all required stock transfer tax stamps affixed; and
(b) a receipt for the Purchase Price.
SECTION 1.04. Closing Deliveries by the Purchaser. At the Closing, the
Purchaser shall deliver to the Seller the Purchase Price by wire transfer in
immediately available funds to the bank account designated by Tinicum Capital
Partners, L.P.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLER
SECTION 2.01. Representations and Warranties of the Seller. As an
inducement to the Purchaser to enter into this Agreement, the Seller hereby
represents and warrants to the Purchaser as follows:
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(a) The Seller is a limited partnership organized under the laws of the
State of Delaware and has all necessary power and authority to enter into this
Agreement, to carry out its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by the Seller, the performance by the Seller of its obligations hereunder and
the consummation by the Seller of the transactions contemplated hereby have been
duly authorized by all requisite action on the part of the Seller. This
Agreement has been duly executed and delivered by the Seller and (assuming due
authorization, execution and delivery by the Purchaser) constitutes a legal,
valid and binding obligation of the Seller enforceable against the Seller in
accordance with its terms.
(b) The Shares are owned of record and beneficially by the Seller free and
clear of any security interest, pledge, mortgage, lien (including, without
limitation, environmental and tax liens), charge, encumbrance, adverse claim,
preferential arrangement or restriction of any kind, including, without
limitation, any restriction on the use, voting, transfer, receipt of income or
other exercise of any attributes of ownership ("Encumbrance"). Upon consummation
of the transactions contemplated by this Agreement and registration of the
Shares in the name of the Purchaser in the stock records of the Company, the
Purchaser, assuming it shall have purchased the Shares for value in good faith
and without notice of any adverse claim, will own all the Shares free and clear
of all Encumbrances.
SECTION 2.02. Representation and Warranties of the Purchaser. As an
inducement to the Seller to enter into this Agreement, the Purchaser hereby
represents and
warrants to the Seller that the Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has all necessary corporate power and authority to enter into this
Agreement, to carry out its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by the Purchaser, the performance by the Purchaser of its obligations hereunder
and the consummation by the Purchaser of the transactions contemplated hereby
have been duly authorized by all requisite action on the part of the Purchaser.
This Agreement has been duly executed and delivered by the Purchaser, and
(assuming due authorization, execution and delivery by the Seller) this
Agreement constitutes a legal, valid and binding obligation of the Purchaser
enforceable against the Purchaser in accordance with its terms.
ARTICLE III
GENERAL PROVISIONS
SECTION 3.01. Expenses. Except as otherwise specified in this Agreement,
all costs and expenses, including, without limitation, fees and disbursements of
counsel, financial advisors and accountants, incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such costs and expenses, whether or not the Closing shall have
occurred.
SECTION 3.02. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given or made (and
shall be deemed to have been duly given or made upon receipt) by delivery in
person, by courier service, by cable, by telecopy, by telegram, by telex or by
registered or certified mail (postage prepaid, return receipt requested) to the
respective parties at the following addresses (or at such other address for a
party as shall be specified in a notice given in accordance with this Section
3.02):
(a) if to the Seller:
Tinicum Capital Partners, L.P.
000 Xxxxx Xxxxxx, 00(xx) Xxxxx
Xxx Xxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxx X. Xxxxxx
with a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
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000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Telecopy: (000) 000-0000
Attention: Xxxx Xxxxxxx, Esq.
(b) if to the Purchaser:
GKN North America Manufacturing Inc.
0000 Xxxxxxxxxx Xxxxx
Xxxxxx Xxxxx, XX 00000-0000
Telecopy: (000) 000-0000
Attention: Xxxxx Xxxxxxx
with a copy to:
Shearman & Sterling
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxx Xxxxxxx, Esq.
SECTION 3.03. Headings. The descriptive headings contained in this
Agreement are for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement.
SECTION 3.04. Entire Agreement. This Agreement constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and undertakings, both written and oral, between
the Seller and the Purchaser with respect to the subject matter hereof.
SECTION 3.05. Assignment. This Agreement may not be assigned by operation
of law or otherwise without the express written consent of the Seller and the
Purchaser (which consent may be granted or withheld in the sole discretion of
the Seller or the Purchaser); provided, however, that the Purchaser may assign
this Agreement to an affiliate of the Purchaser without the consent of the
Seller.
SECTION 3.06. No Third Party Beneficiaries. This Agreement shall be
binding upon and inure solely to the benefit of the parties hereto and their
permitted assigns and nothing herein, express or implied, is intended to or
shall confer upon any other individual, partnership, firm, corporation,
association, trust, unincorporated organization or other entity, or any
syndicate or group that would be deemed to be a person under Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended, any legal or equitable right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement.
SECTION 3.07. Amendment. This Agreement may not be amended or modified
except by an instrument in writing signed by, or on behalf of, the Seller and
the Purchaser.
SECTION 3.08. Governing Law. This Agreement shall be governed by, the laws
of the State of New York applicable to contracts executed in and to be performed
entirely within that state. All actions and proceedings arising out of or
relating to this Agreement shall be heard and determined in any New York state
or federal court sitting in the City of New York.
SECTION 3.09. Counterparts. This Agreement may be executed in one or more
counterparts, and by the parties hereto in separate counterparts, each of which
when executed shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement.
SECTION 3.10. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or equity.
SECTION 3.11. Public Announcements. Unless required by law or applicable
stock exchange rules, no party to this Agreement shall make, or cause to be
made, any press release or public announcement regarding this Agreement or the
transactions contemplated hereby without the prior written consent of the other
party, and the parties shall cooperate as to the timing and contents of any such
press release or public announcement.
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IN WITNESS WHEREOF, the Seller and the Purchaser have caused this Agreement
to be executed as of the date hereof by their respective officers thereunto duly
authorized.
TINICUM CAPITAL PARTNERS L.P.
By: TINICUM LANTERN L.L.C.,
its General Partner
/s/ XXXX X. XXXXXX
By:
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Name: Xxxx X. Xxxxxx
Title: President
GKN NORTH AMERICA
MANUFACTURING INC.
/s/ XXXXX X. XXXXXX
By:
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Name: Xxxxx X. Xxxxxx
Title: President
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