EXHIBIT 2
CAPITAL CONTRIBUTION AGREEMENT
CAPITAL CONTRIBUTION AGREEMENT (this "Agreement"), dated as of December
17, 2002, by and among Xxxxx X. Xxxxxxxxx, an individual residing in the State
of Tennessee, and Xxxx X. Xxxxx, an individual residing in the State of
Tennessee (each individually a "Contributor" and collectively "Contributors"),
and Landair Acquisition Corporation, a Tennessee corporation wholly owned by
Contributors (the "Company").
WHEREAS, the Contributors are delivering to Landair (as defined below)
a proposal pursuant to which the Contributors are proposing to offer (the
"Offer") to purchase all of the outstanding common stock (including shares of
common stock issuable upon exercise of options to purchase common stock) of
Landair Corporation, a Tennessee corporation ("Landair"), not owned by the
Contributors or the Company (the "Landair Common Stock"), at a purchase price of
$13.00 per share (such amount, or any greater amount per share paid by the
Contributors pursuant to the Offer, the "Offer Price"), such purchase of Landair
Common Stock to be effected by the Contributors through the Company;
WHEREAS, to finance the purchase of the Landair Common Stock, the
Company intends to borrow funds from certain lenders (the "Financing");
WHEREAS, the funds received from the Financing may be insufficient to
purchase all of the shares of Landair Common Stock tendered pursuant to the
Offer and to pay all related fees and expenses; and
WHEREAS, it is a condition to the Financing that the Contributors agree
to contribute capital to the Company in such amounts that, when combined with
the proceeds of the Financing, are required to fund the Company's purchase at
the Offer Price of the Landair Common Stock tendered pursuant to the Offer and
all related fees and expenses;
NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties and covenants contained herein and intending to be
legally bound, the parties hereto agree as follows:
1. On or prior to the closing of the purchase of the shares of
Landair Common Stock tendered pursuant to the Offer, the Contributors agree to
contribute capital to the Company in such amounts that, when combined with the
proceeds of the Financing, are required to fund the Company's purchase at the
Offer Price of the Landair Common Stock tendered pursuant to the Offer and all
related fees and expenses. Such capital shall be contributed by the Contributors
pro rata in accordance with their ownership of common stock of the Company and
shall be contributed by wire transfer of immediately available funds pursuant to
wire transfer instructions delivered to the Contributors by the Company.
2. The Company agrees to accept any capital contributions made by
the Contributors pursuant to Section 1 of this Agreement.
3. Each of the Contributors and the Company represent and warrant
that (a) this Agreement constitutes the valid and binding obligation of such
party, enforceable in accordance with its terms, and (b) neither the execution
and the delivery of this Agreement nor the consummation of the transactions
contemplated hereby will conflict with, result in a breach of, constitute a
default under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice under any
agreement, contract, lease, license, instrument, or other arrangement to which
he or it is a party or by which he or it is bound or to which any of his or its
assets is subject.
4. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective legal representatives,
successors and assigns.
5. This Agreement contains the entire agreement between the
parties pertaining to the subject matter herein and supersedes any and all prior
and/or contemporaneous agreements and understandings, if any, of the parties in
connection therewith. No change, alteration, modification, termination or
amendment of this Agreement shall be effective unless set forth in a written
instrument signed by the parties.
6. This Agreement may be executed in one or more counterparts by
means of manual, facsimile or electronically delivered signatures, each of which
shall constitute an original.
7. This Agreement shall be governed by and construed in
accordance with the laws of the State of Tennessee with respect to agreements
entered into and to be performed entirely in the State of Tennessee.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first noted above.
/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
LANDAIR ACQUISITION
CORPORATION
/s/ Xxxx X. Xxxxx
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By: Xxxx X. Xxxxx
Title: President
