EXHIBIT 10
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is entered into this
2nd day of March, 1999, by and among Heartland Advisors, Inc. ("Heartland"),
in its capacity as investment adviser for and on behalf of the Heartland
Value Fund (the "Fund"), a duly designated mutual fund series of Heartland
Group, Inc. ("Heartland Group"), a registered open-end series investment
company, and King Management Corporation ("Purchaser").
1. SALE OF STOCK. Subject to the terms and conditions contained
herein, Heartland hereby sells, assigns and transfers to the Purchaser
630,000 shares of the Common Stock $0.01 par value (the "Common Stock") of
Sunrise International Leasing corporation ("Sunrise") at a purchase price of
$4.35 per share, or an aggregate purchase price of $2,740,500, with payment
to be made by wire transfer of immediately available funds as follows:
a. Payment of $913,500 on March 3, 1999, by 1:00 p.m. Central Time.
b. Payment of $913,500 on April 2, 1999, by 1:00 p.m. Central Time.
c. Payment of $913,500 on May 3, 1999, by 1:00 p.m. Central Time.
It is understood that time is of the essence to this transaction. If any of
the above payments are not made on the date provided in accordance with the
instructions listed in Section 4 below, Heartland may cancel this Agreement
with respect to the Common Stock to be transferred on such date and any
subsequent payment or delivery date.
With respect to each payment listed above, promptly upon Heartland's receipt
of notices from Firstar Bank Milwaukee, N.A. ("Firstar") that Firstar has
received such payment, Heartland shall instruct Firstar to deposit 210,000
shares of Common Stock with the Depository Trust Company ("DTC") to allow the
trade to settle normal-way through DTC electronic settlement.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER. Purchaser
acknowledges, covenants and represents to Heartland as follows:
a. Purchaser is a corporation, duly organized and in good standing under
the laws of the State of Minnesota. The execution and performance of
this Agreement by Purchaser has been duly authorized by all necessary
corporate action of Purchaser and does not require the consent or
authority of any governmental body, regulatory authority or any other
person.
b. Purchaser is an entity controlled by Xxxxx X. Xxxx, who is also a
control person of Sunrise. Consummation of the transactions
contemplated by this Agreement will not violate any provisions of the
Securities Act of 1933, Securities Exchange Act of 1934, or any
regulation or order issued under either. Purchaser and Xxxxx X. Xxxx
will report the transactions contemplated by this Agreement as
required under the Securities Exchange Act of 1934.
c. Xxxxx X. Xxxx, as a control person, Director, Chief Executive Officer,
and Chief Financial Officer of Sunrise, is:
i. A sophisticated investor;
ii. Fully familiar with Sunrise and its business;
iii. Has such knowledge and experience in financial and business
matters that he is capable of evaluating on behalf of Purchaser,
and has so evaluated the merits and risks of purchasing Sunrise's
Common Stock and of making an informed investment decision.
d. Purchaser is purchasing the Sunrise Common Stock for investment
purposes and not with a view to distribution.
e. In entering into this Agreement, Purchaser has relied on its own
evaluation of Sunrise, including the merits and risks involved, with
respect to the Sunrise Common Stock being purchased hereunder by it
and is not relying on any statements or representations made by
Heartland or any information provided by Heartland with respect to
these matters.
f. Purchaser is not an "affiliated person" or "principal underwriter" of
Heartland Group or the Fund, nor is Purchaser an "affiliated person"
of any such affiliated person or principal underwriter as those terms
are defined in the Investment Company Act of 1940, as amended.
g. No consent, approval or authorization of or permit or license from or
registration with or notice to any governmental or public body or
authority or any third party is required to be obtained or given in
connection with this purchase by Purchaser of the Sunrise Common Stock
contemplated hereby or the making or performance of the Agreement by
Purchaser or any document or instruments relating thereto, except
Purchaser's and Xxxxx X. Xxxx'x reporting obligations to the
Securities and Exchange Commission under the Securities Exchange Act
of 1934.
h. EXCEPT FOR THE FOREGOING EXPRESS WARRANTIES, PURCHASER MAKES NO
REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR OTHERWISE,
AND HEREBY EXPRESSLY DISCLAIMS THE EXISTENCE OF ANY SUCH
REPRESENTATIONS OR WARRANTIES, INCLUDING WITHOUT LIMITATION ANY
REPRESENTATIONS OR WARRANTIES AS TO THE FINANCIAL CONDITION, RESULTS
OF OPERATIONS OR FUTURE PROSPECTS OF SUNRISE OR THE PRESENT OR FUTURE
VALUE OF THE SUNRISE COMMON STOCK.
3. REPRESENTATIONS AND WARRANTIES OF HEARTLAND. Heartland hereby
represents to Purchaser:
a. Heartland Group, a duly organized and validly existing Maryland
corporation, is an open-end, series management investment company
registered under the 0000
Xxx. The Fund is a duly designated and existing mutual fund series
of Heartland Group.
b. Heartland is a corporation duly organized and existing under the laws
of the State of Wisconsin and is registered as an investment adviser
under the Investment Advisors Act of 1940, as amended. Heartland is
the duly appointed investment adviser of the Fund with full
discretionary dispositive power and authority over all investment
securities owned by the Fund, including the Sunrise Common Stock.
Heartland has full power and authority to enter into and perform this
Agreement on behalf of the Fund. Neither the execution nor delivery
of this Agreement nor the performance of any provisions of this
Agreement is in contravention or conflict with any law or regulation
or any term or provision of Heartland Group's or Heartland's articles
or bylaws and is duly authorized and does not require the consent or
authority of any governmental body, regulatory authority or any other
person or entity.
c. The Fund owns the Sunrise Common Stock free and clear of any lien or
encumbrance and has the authority to transfer the Common Stock, as set
forth above. The Fund has validly delegated this authority to
Heartland as the Fund's investment adviser. Upon payment in
accordance with the terms of this Agreement, Purchaser shall receive
title to the Common Stock free and clear of any lien or encumbrance of
any kind.
d. EXCEPT FOR THE FOREGOING EXPRESS WARRANTIES, HEARTLAND MAKES NO
REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR OTHERWISE,
AND HEREBY EXPRESSLY DISCLAIMS THE EXISTENCE OF ANY SUCH
REPRESENTATIONS OR WARRANTIES, INCLUDING WITHOUT LIMITATION ANY
REPRESENTATIONS OR WARRANTIES AS TO THE FINANCIAL CONDITION, RESULTS
OF OPERATIONS OR FUTURE PROSPECTS OF SUNRISE OR THE PRESENT OR FUTURE
VALUE OF THE SUNRISE COMMON STOCK.
4. PAYMENT FOR AND DELIVERY OF COMMON STOCK. At each date and time
provided in paragraph 1 above, Purchaser shall pay by wire transfer of
immediately available funds in accordance with the following instructions:
Wiring Instructions
Firstar Bank Milwaukee, N.A.
ABA 000000000
For Credit to Account 000-000-000
For Further Credit to Firstar/Heartland Value Fund - A/C 00002042800
Attention: Accounting Department
5. FURTHER ASSURANCES. The parties will execute and deliver to each
other any document or do any act or thing which one of the parties may
reasonably request in connection with the purchase and sale of the Sunrise
Common Stock.
6. CONSULTING FEE. Purchaser will, in addition to the consideration
for the Common Stock to be paid to Heartland, pay a consulting fee of $31,500
to Xxxxxxxxx Summit Securities LLC ("Xxxxxxxxx") as Heartland's agent in
connection with the transactions contemplated by this Agreement. This
payment will be made to Xxxxxxxxx on March 2, 1999, at its Minneapolis
offices. The payment to Xxxxxxxxx by Purchaser is in addition to the
purchase price to be paid to Heartland by Purchaser for the Common Stock and
will not be subject to offset.
7. CAPTIONS AND HEADINGS. The headings throughout this Agreement are
for conveniences of reference only and shall in no way be deemed to define,
limit or add to any provision of this Agreement.
8. ENTIRE AGREEMENT. This Agreement states the entire agreement and
understanding of the parties and shall supersede all prior agreements and
understandings. No amendment to this Agreement shall be made without the
written approval of all parties.
9. SEVERABILITY. The invalidity or unenforceability of any particular
provision of this Agreement shall not affect any other provision hereof,
which shall be construed in all respects as if such invalid or unenforceable
provision were omitted.
10. GOVERNING LAW. This Agreement shall be governed by and construed
by and construed in accordance with the internal laws of the State of
Wisconsin.
11. NOTICES. All notices, requests, demands, consents, and other
communications hereunder shall be transmitted in writing and shall be deemed
to have been duly given when hand delivered or sent by fax provided a copy is
mailed, addressed to the parties as follows: to Heartland Advisors, Inc.,
000 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, Attention:
Xxxxxxxxxxx X. Xxxx, Associate Counsel, fax number (000-000-0000); to
Purchaser in care of Xxxxx X. Xxxx, 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, The
Colormade, Xxxxxx Xxxxxx, Xxxxxxxxx, 00000.
12. XXXXXXX & XXXXX LLP REPRESENTATION. Purchaser acknowledges that
Xxxxxxx & Xxxxx LLP is acting solely as counsel to Heartland and the Fund and
that Purchaser has counsel other than Xxxxxxx & Xxxxx LLP.
13. COUNTERPARTS. This Agreement may be executed in counterparts, by
fax or otherwise, which shall be deemed to constitute one and the same
instrument.
14. SUCCESSORS AND ASSIGNS. This Agreement shall not be assignable by
either party without the prior written consent of the other party. This
Agreement shall be binding upon and inure to the benefit of the parties
hereto, and, to the extent allowed hereby, to their respective successors and
assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year above first written.
HEARTLAND ADVISORS, INC. on behalf
of Heartland Value Fund
By: /s/ Name Illegible
-----------------------------------
Its: Senior Vice President
------------------------------
KING MANAGEMENT CORPORATION
By: /s/ Xxxxx X. Xxxx
-----------------------------------
Its: CEO
------------------------------
