EXHIBIT 99.49
SALE AGREEMENT
THIS AGREEMENT is made and entered into as of May 18, 2005, by and between
Xxxxxxx X. Xxxxxxx, as trustee of the Xxxxxxx Xxxxxx Xxxxxxx 1993 Trust (the
"Seller"), and Xxxxxxx Bank, as trustee of the S. Xxxxxx Xxxxxxx Third Party
Gift and Inheritance Trust (the "Xxxx Trust"), Xxxxxxx Bank, as trustee of the
Xxxxx Xxxxxxx-Xxxxxxx Third Party Gift and Inheritance Trust (the "Xxxxx
Trust"), Xxxxxxx Bank, as trustee of the X. Xxxx Xxxxxxx Third Party Gift and
Inheritance Trust (the "Xxxx Trust"), and Xxxxxxx Bank, as trustee of the
Xxxxxxxx X. Xxxxxxxx Third Party Gift and Inheritance Trust (the "Xxxxxxxx
Trust") (collectively, the "Purchasers").
WHEREAS, Seller owns the interests in Xxxxxxx Outdoors, Inc. described on
the attached Schedule I (collectively, the "JOUT Shares"), and desires to sell
the JOUT Shares to the Purchasers; and
WHEREAS, the Purchasers desire to buy the JOUT Shares from Seller on the
terms set forth herein.
NOW, THEREFORE, in consideration of all the representations, promises,
warranties and undertakings contained herein, the parties agree as follows:
1. Sale and Purchase of JOUT Shares. Seller hereby sells to Purchasers the
following assets:
(a) Seller hereby sells to the Xxxx Trust the assets listed after the
name of the Xxxx Trust on the attached Schedule I (the "Xxxx XXXX Shares").
The Xxxx Trust hereby purchases the Xxxx XXXX Shares from Seller.
(b) Seller hereby sells to the Xxxxx Trust the assets listed after the
name of the Xxxxx Trust on the attached Schedule I (the "Xxxxx XXXX
Shares"). The Xxxxx Trust hereby purchases the Xxxxx XXXX Shares from
Seller.
(c) Seller hereby sells to the Xxxx Trust the assets listed after the
name of the Xxxx Trust on the attached Schedule I (the "Xxxx JOUT Shares").
The Xxxx Trust hereby purchases the Xxxx JOUT Shares from Seller.
(d) Seller hereby sells to the Xxxxxxxx Trust the assets listed after
the name of the Xxxxxxxx Trust on the attached Schedule I (the "Xxxxxxxx
XXXX Shares"). The Xxxxxxxx Trust hereby purchases the Xxxxxxxx XXXX Shares
from Seller.
2. Purchase Price. The purchase price for each of the Xxxx XXXX Shares,
Xxxxx XXXX Shares, Xxxx JOUT Shares and Xxxxxxxx XXXX Shares is the fair market
value on the date hereof of such JOUT Shares (the "Purchase Price"). If market
quotations are available for an asset, the fair market value of such asset is
the mean between the high and low market quotations for such asset on the date
first above written. Seller and each of the Purchasers acknowledge and agree
that their intent is that the Purchase Price be the actual fair market value of
the purchased JOUT Shares as of the date hereof.
3. Consideration. On the date hereof, the Purchasers shall make payment to
Seller in the amount and manner hereafter specified:
(a) As consideration for their purchases, each of the Xxxx Trust,
Xxxxx Trust, Xxxx Trust and Xxxxxxxx Trust shall pay to Seller the Purchase
Price.
(b) Payment of the Purchase Price by each of the Purchasers shall be
made as follows:
(i) Each of the Xxxx Trust, Xxxxx Trust, Xxxx Trust and Xxxxxxxx
Trust shall deliver to Seller $130,000.00 in cash.
(ii) Each of the Purchasers shall pay the balance of the Purchase
Price by executing and delivering to Seller a fifteen year installment
note (each, a "Note") in the amount of the Purchase Price, with
interest payable semi-annually on January 3 and July 3 on the unpaid
principal balance at a rate of 4.77% per annum from the date of this
instrument until January 3, 2020.
4. Pledge. To secure the payment of each Purchaser's Note, each Purchaser
pledges and grants to Seller a security interest in and to such Purchaser's
rights, title and interests, now owned or hereafter acquired in the assets
purchased by Purchaser pursuant to this sale agreement and all proceeds of such
assets.
5. Warranty. Seller represents and warrants that the JOUT Shares sold
hereunder will be transferred free and clear of all liens, claims and
encumbrances.
6. Parties in Interest. This Agreement shall bind and inure to the benefit
of the parties named herein and their respective heirs, successors and assigns.
7. Governing Law. This Agreement shall be governed by the laws of the State
of Wisconsin.
8. Counterparts. This Agreement may be executed in multiple counterparts
which taken together shall constitute one and the same instrument.
* * *
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be duly executed, all as of the date and year first written above.
-------------------------------------------------------- ------------------------------------------------------
SELLER: PURCHASERS:
XXXXXXX BANK, as trustee of the S. Xxxxxx Xxxxxxx
Third Party Gift And Inheritance Trust
/s/ Xxxxxxx Xxxxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxxxxx
-------------------------- -----------------------------------------
Xxxxxxx Xxxxxx Xxxxxxx, as trustee of the Xxxxxxx Xxxxx X. Xxxxxxxx, Senior Vice President
Powers Xxxxxxx 1993 Trust
-------------------------------------------------------- ------------------------------------------------------
XXXXXXX BANK, as trustee of the Xxxxx
Xxxxxxx-Xxxxxxx Third Party Gift And Inheritance
Trust
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxxx, Senior Vice President
-------------------------------------------------------- ------------------------------------------------------
XXXXXXX BANK, as trustee of the X. Xxxx Xxxxxxx
Third Party Gift And Inheritance Trust
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxxx, Senior Vice President
-------------------------------------------------------- ------------------------------------------------------
XXXXXXX BANK, as trustee of the Xxxxxxxx X. Xxxxxxxx
Third Party Gift And Inheritance Trust
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxxx, Senior Vice President
-------------------------------------------------------- ------------------------------------------------------
SCHEDULE I
---------------------------------- --------------------------------------------- ---------------------------
Purchaser Assets Fair Market Value
---------------------------------- --------------------------------------------- ---------------------------
Xxxxxxx Bank, as trustee of the 55,000 Class A shares of Xxxxxxx Outdoors,
S. Xxxxxx Xxxxxxx Third Party Inc., a Wisconsin corporation $994,400.00
Gift and Inheritance Trust
---------------------------------- --------------------------------------------- ---------------------------
Xxxxxxx Bank, as trustee of the 55,000 Class A shares of Xxxxxxx Outdoors,
Xxxxx Xxxxxxx-Xxxxxxx Third Inc., a Wisconsin corporation $994,400.00
Party Gift and Inheritance Trust
---------------------------------- --------------------------------------------- ---------------------------
Xxxxxxx Bank, as trustee of the 55,000 Class A shares of Xxxxxxx Outdoors,
X. Xxxx Xxxxxxx Third Party Gift Inc., a Wisconsin corporation $994,400.00
and Inheritance Trust
---------------------------------- --------------------------------------------- ---------------------------
Xxxxxxx Bank, as trustee of the 55,000 Class A shares of Xxxxxxx Outdoors,
Xxxxxxxx X. Xxxxxxxx Third Party Inc., a Wisconsin corporation $994,400.00
Gift and Inheritance Trust
---------------------------------- --------------------------------------------- ---------------------------
