STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered
into as of August , 1998, by and between Xxxxxx Xxxxxx (the "Buyer") and TJS
Partners, L.P. (the "Seller").
Background. The Buyer desires to purchase, and the Seller desires to
sell, all of the shares of common stock, par value $.01 per share of
TransFinancial Holdings, Inc., a Delaware corporation ("TFH") held by the Seller
at the time of the closing of this Agreement (the "Shares"). The parties desire
that the transaction be accomplished as stated herein, in accordance with their
respective representations, warranties, and agreements, subject to the
conditions contained herein.
AGREEMENTS
NOW, THEREFORE, in consideration of the covenants, representations,
warranties, and agreements herein contained, and for other good and valuable
consideration, the parties agree as follows:
1. Purchase and Sale. Subject to the terms and conditions of this
Agreement, the Buyer hereby agrees to purchase from the Seller, and the Seller
agrees to sell to the Buyer, free and clear of adverse claims, the Shares.
2. Purchase Price. The purchase price of the Shares shall be $9.125 per
share sold to Buyer, and shall be payable in the form of a non-negotiable,
non-recourse, non-interest bearing note of Buyer due October 1, 1998, secured
solely by (i) Note A-2, a non-interest bearing promissory note of TFH due
September 30, 1998, under the TFH Agreement (as defined in Section 8), and (ii)
the treasury shares of TFH securing Buyer=s interest in Note A-2, both of which
shall be held in escrow pursuant to a separate escrow agreement between Seller
and Xxxxxx Xxxxxx. Such note of Buyer and security agreement shall be
substantially in the form of Exhibit A to this Agreement (the "Note A and
Security Agreement").
3. Expenses. At Closing (as defined in Section 4), Buyer shall deliver
to Seller a non-negotiable, non-recourse, non-interest bearing note of Buyer due
August 17, 1998, in the amount of $200,000, secured solely by (i) Buyer=s right
to receive cash at the closing of the TFH Agreement, and (ii) the treasury
shares of TFH securing Buyer=s interest in Note A-2 (as such Note A-2 is
described in Section 2 hereto), such shares to be held in escrow (as described
in Section 2 hereto). Such note of Buyer and security agreement shall be
substantially in the form of Exhibit B to this Agreement (the ANote B and
Security Agreement@). The $200,000 due under Note B and Security Agreement shall
be paid pursuant to the wiring instructions substantially in the form of Exhibit
C.
4. Closing. The closing of the transactions contemplated by this
Agreement shall occur contemporaneously with the execution and delivery of this
Agreement at the offices of Hillix, Brewer, Hoffhaus, Whittaker, and Xxxxxx,
L.L.C., Kansas City, Missouri, at 10:00 a.m. on August 14, 1998, or at such
other time and place as the parties mutually agree (the "Closing"). At Closing,
against receipt of the Note A and Security Agreement and the Note B and Security
Agreement, the Seller shall deliver to the Buyer certificates representing the
Shares, duly endorsed or accompanied by stock powers executed in blank (in
either case with medallion signature guarantees). At Closing, against receipt of
such stock certificates (and stock powers, if applicable) representing the
Shares, the Buyer shall deliver the Note A and Security Agreement and the Note B
and Security Agreement.
5. Representations and Warranties of Buyer. Buyer represents and
warrants to the Seller that Buyer has full right, power, and authority to
execute and deliver this Agreement and to consummate and perform the
transactions contemplated hereby and that it has provided Seller a true and
correct copy of the TFH Agreement. In addition, the execution and delivery of
this Agreement by the Buyer does not, and the performance of this Agreement by
the Buyer will not (i) violate or conflict with any existing law or any judgment
which is applicable to the Buyer, or (ii) conflict with, result in a breach of,
constitute a default under, result in acceleration of, create in any person the
right to accelerate, terminate, modify, or cancel, or require any notice under
any contract to which the Buyer is a party or by which he is otherwise bound.
Finally, this Agreement has been duly executed and delivered by Buyer and
constitutes the legal, valid, and binding obligation of Buyer, enforceable
against Buyer in accordance with its terms.
6. Representations and Warranties of the Seller. The Seller represents
and warrants to Buyer that Seller will transfer to Buyer valid and marketable
title to the Shares free and clear of all liens, claims, and encumbrances of any
kind or character. In addition, Seller has the full right, power, and authority
to execute and deliver this Agreement and to consummate and perform the
transactions contemplated hereby and that the execution and delivery of this
Agreement by Seller does not, and the performance of this Agreement by Seller
will not (i) violate or conflict with any existing law or any judgment that is
applicable to Seller, or (ii) conflict with, result in a breach of, constitute a
default under, result in the acceleration of, create in any person the right to
accelerate, terminate, modify, or cancel, or require any notice under the
limited partnership agreement, or other charter documents, or any securities of
Seller or its general partner or any contract to which Seller or its general
partner is a party or by which it is otherwise bound. Finally, this Agreement
has been duly executed and delivered by the Seller and constitutes its legal,
valid, and binding obligation, enforceable in accordance with its terms.
7. Covenants. The Seller and the Buyer shall not trade in TFH stock or
otherwise use for themselves or others their knowledge of the terms of this
Agreement or the TFH Agreement until forty-eight (48) hours after the public
announcement by TFH of the existence and terms of the TFH Agreement or the
consummation of the transactions contemplated by such agreement. From the date
first above written until the closing of the TFH Agreement, the parties agree
not to pledge, hypothecate, or grant any security interest in or enter into any
agreement, or execute any proxy or written stockholder's consent with respect to
any shares of TFH stock now or hereafter owned, unless such action is approved
in writing by TFH.
8. Condition Subsequent to the Enforcement of this Agreement. It is
contemplated that contemporaneously with Closing, Buyer shall close a stock
purchase agreement with TFH (the "TFH Agreement") whereby Buyer shall sell, and
TFH shall purchase, all shares of TFH owned by Buyer, including, but not limited
to, the Shares. The contemporaneous closing of the TFH Agreement is a condition
subsequent to the enforcement of this Agreement. If the TFH Agreement fails to
close on or before the second business day following the Closing, Note A and
Security Agreement, and Note B and Security Agreement may be voided by either
party by written notice to the other party within 24 hours following the close
of business on such second business day. If this Agreement is voided pursuant to
this Section 8, the parties shall reverse the transfer of the closing deliveries
that occurred at Closing.
9. Costs and Expenses; Fees. Each party shall be solely responsible for
and bear all of its own respective expenses incurred at any time in connection
with pursuing or consummating this Agreement and the transactions contemplated
by this Agreement, including, but not limited to, fees and expenses of legal
counsel, accountants, and other facilitators and advisors.
10. Survival of Representations, Warranties, Covenants, and Agreements.
The covenants, agreements, representations, and warranties of the Buyer and
Seller contained in this Agreement or in any document delivered or in connection
herewith shall survive the Closing.
11. Complete Agreement, etc. This Agreement sets forth the entire
understanding of the parties hereto with respect to the transactions
contemplated hereby, and any and all previous agreements and understandings
between or among the parties regarding the subject matter hereof, whether
written or oral, are superseded by this Agreement. It shall not be amended or
modified except by written instrument duly executed by each of the parties
hereto.
12. Waiver. Any term or provision of this Agreement may be waived at
any time by the party entitled to the benefit thereof by a written instrument
duly executed by such party.
13. Cooperation. Subject to the terms and conditions herein provided,
the parties hereto shall use their best efforts to take, or cause to be taken,
such action, to execute and deliver, or cause to be executed and delivered, such
additional documents and instruments, and to do, or cause to be done, all things
necessary, proper, or advisable under the provisions of this Agreement and under
applicable law, to consummate and make effective the transactions contemplated
by this Agreement.
14. Counterparts. This Agreement may be executed in any number of
counterparts and any party hereto may execute any such counterpart, each of
which when executed and delivered shall be deemed to be an original and all of
which counterparts taken together shall constitute but one and the same
instrument. This Agreement shall become binding when one or more counterparts
taken together shall have been executed and delivered by the parties. It shall
not be necessary in making proof of this Agreement or any counterpart hereof to
produce or account for any of the other counterparts.
15. Confidentiality. The parties shall keep the existence and terms of
this Agreement confidential until the closing of the TFH Agreement or the
earlier written consent of TFH. The parties agree that no public filings with
the Securities and Exchange Commission or any other governmental agency shall be
made prior to the close of business on the day of Closing.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first written.
SELLER:
TJS Partners, L.P.
/s/ X.X. Xxxxxxxxx
_____________________________
X. X. Xxxxxxxxx
Its: Managing General Partner
BUYER:
/s/ Xxxxxx Xxxxxx
_____________________________
Xxxxxx Xxxxxx (By Xxxx X. Xxxxxxx, Xx., his
attorney-in-fact)
EXHIBIT A
Form of Note A and Security Agreement
$________________ Kansas City, Missouri
August , 1998
For value received, the undersigned, Xxxxxx Xxxxxx (XXxxxx@), agrees to
pay to TJS Partners, L.P. (APayee@) an amount equal to $9.125 multiplied by the
number of shares of TransFinancial Holdings, Inc. (TFH) common stock tendered to
Maker by Payee on the date hereof. This amount shall be paid on or before
October 1, 1998, solely from the proceeds of the non-interest bearing promissory
note of TFH due September 30, 1998 under the Stock Purchase Agreement between
Maker and TFH dated August , 1998 for such number of shares (ANote A-2@). This
amount shall be paid pursuant to Seller=s instructions, and shall not bear
interest.
The amount payable hereunder shall be secured by (i) the Note A-2, and
(ii) the treasury shares of TFH securing Buyer=s interest in Note A-2, both of
which shall be held in escrow pursuant to a separate escrow agreement between
Payee and Xxxxxx Xxxxxx, and in both of which Maker hereby grants Payee a
security interest. Payee shall have absolutely no recourse against Maker other
than to foreclose against such security interest.
This Note is subject to the condition subsequent contained in Section 8
of the Stock Purchase Agreement between Maker and Payee dated August , 1998 and
may be voidable upon the failure of certain conditions.
________________
Xxxxxx Xxxxxx
EXHIBIT B
Form of Note B and Security Agreement
$200,000 Kansas City, Missouri
August , 1998
For value received, the undersigned, Xxxxxx Xxxxxx (XXxxxx@), agrees to
pay to TJS Partners, L.P. (APayee@) TWO HUNDRED THOUSAND DOLLARS ($200,000.00)
of the expense reimbursement under Section 3 of the Stock Purchase Agreement
between Maker and TransFinancial Holdings, Inc. (ATFH@) dated August , 1998 (the
ATFH Agreement@). This amount shall be paid on or before August 17, 1998, solely
from the proceeds received by Maker (if any) under the TFH Agreement, pursuant
to Seller=s instructions, and shall not bear interest.
The amount payable hereunder shall be secured solely by (i) Buyer=s
right to receive cash at the closing of the TFH Agreement, and (ii) the treasury
shares of TFH securing Buyer=s interest in Note A-2 (as such Note A-2 is
described in Section 2 of the Stock Purchase Agreement between Maker and Payee
dated August , 1998 (the AAgreement@)), such shares to be held in escrow (as
described in Section 2 of the Agreement), in both of which Maker hereby grants
Payee a security interest. Payee shall have absolutely no recourse against Maker
other than to foreclose against such security interest.
This note is subject to the condition subsequent contained in Section 8
of the Stock Purchase Agreement between Maker and Payee dated August , 1998 and
may be voidable upon the failure of certain conditions.
________________
Xxxxxx Xxxxxx
EXHIBIT C
Form of Wiring Instructions
August, 14, 1998
VIA FACSIMILE (000) 000-0000
Xxxx X. Xxxxxxx Xx.
President
Xxxxxxx Law Firm, P.C.
Dear Xx. Xxxxxxx:
In regards the THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000) cash to
be paid to those members of the Xxxxxx family whose names are herein presented
(the ACrouses@) under the Stock Purchase Agreement between TransFinancial
Holdings, Inc. (ATFH@) and the Crouses dated August , 1998, please be advised
that such payment will be wired by TFH pursuant to, and Xxxxxxx Law Firm will
act according to, the following instructions:
TFH will wire the sum of THREE HUNDRED FIFTY THOUSAND DOLLARS
($350,000.00) to Xxxxxxx Law Firm=s Lawyer Trust Account (account
number: 0000000) at Union Bank & Trust Company (ABA number: 000000000)
in care of the Crouses.
Xxxxxxx Law Firm will retain ONE HUNDRED FIFTY THOUSAND DOLLARS
($150,000.00) for the benefit of the Crouses and will wire the
remaining TWO HUNDRED THOUSAND DOLLARS ($200,000.00) to Chase Manhattan
Bank (ABA number 021 00 021) for the account of Ernst & Company
(Account number 140-080-524) for further credit to TJS Partners, L.P.
(Account number 560-02626).
These instructions are for the Crouses= benefit and the benefit of TJS
Partners, L.P. and they are irrevocable until the $200,000 is wired to the
account of TJS Partners, L.P.
If you have any questions, please contact me.
Sincerely,
Xxxx X. Xxxxxxx,
Attorney-in-fact for: Xxxxx Xxxxxx;
Xxxxxx Xxxxxx; Xxxxxxx Xxxxxx;
Xxxxx Xxxxxx Xxxxxx; Xxxxxxx Xxxx;
Xxxxxxx Xxxxxx; Xxxxxxx Xxxxxx;
Xxxxx Xxxxxx; Xxxxx Xxxxxx Xxxxxx;
Xxxxxxx Xxxxxx; Xxxx Xxxxxx Watt
