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EXHIBIT 2.1
SALE AND PURCHASE AGREEMENT
This Agreement made and entered into by and between OrganiGro, Inc., an
Arkansas corporation and a wholly owned subsidiary of Synagro Technologies,
Inc. (the parent), a Delaware corporation, hereinafter called "Sellers" and
Custom Poultry Bedding, Inc., an Arkansas corporation, and Xxxx X. Xxxxxxxx, an
individual, hereinafter called "Buyers."
WITNESSETH:
1) AGREEMENT OF SALE AND PURCHASE: This is a sale of assets detailed on
Schedule A and as well, the assumption of stated debt and trade payables
effective April 1, 1997. The total purchase price shall be One Million
Five Hundred Twenty Nine Thousand Eight Hundred Sixty Six Dollars
($1,529,866).
2) The Buyers shall pay the Sellers the sum of One Million Five Hundred Twenty
Nine Thousand Eight Hundred Sixty Six Dollars ($1,529,866). through and
including the following:
A) Buyers shall assume debt, effective January 1, 1997, from the
Sellers of $377,485.21 as detailed and stated herein. All
guarantees by parent, OrganiGro or management personnel will be
released with the new financing of this debt.
Balance
Payee Note # Note Date Face Amt. 12/31/96
----- ---------- --------- ----------- ------------
First State Bank 8590 7/1/94 $125,000.00 $ 83,069.63
of Huntsville
Ford Motor Credit Corp. DLA229B51L 8/31/93 $ 11,873.91 $ 4,071.03
Boatmen's Bank 115790 3/11/93 $ 6,324.00 $ 233.11
(Xxxxxxx National Bank of Russellville)
ITT Capital Finance 4059511-001 4/27/95 $ 33,815.00 $ 22,218.00
ITT Capital Finance 6034935-001 12/28/94 $ 571,475.16 $ 267,893.44
B) Additionally, the Buyers will sign a promissory note and guarantee
agreement in the amount of $1,152,381 which will be collateralized
by a certain note receivable agreement per schedule A-2, a first
lien on approximately 5 acres located directly behind the offices
for Custom Poultry Bedding in Xxxx County (See schedule B), and a
second lien on all assets detailed in Schedule A.
3) COVENANT NOT TO COMPETE: Sellers covenants and agrees that they will
not compete directly or indirectly, will not open, own, assist, advise
or operate a business for the supply of bedding to the poultry
industry.
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4) EFFECTIVE DATE: The effective date of this agreement shall be upon
signing with a thirty (30) day period for Buyers to refinance the
assumed debt per article 2A.
5) This sale includes the assignment of any rights and interests Sellers
have in their present contracts, purchase orders, and oral and written
agreements concerning the poultry bedding division.
6) Sellers warranties that all assets, equipment and inventory is free
and clear of any encumbrances except those stipulated in item 2A
above.
7) If any payment shall remain unpaid under the Promissory Note Agreement
for thirty (30) days, upon written notice to Buyers by Sellers, by
registered mail, of the delinquency, the Buyers shall have fifteen
(15) days to cure the delinquency. If the Buyers fails to cure the
delinquency, the Buyers shall be in default, and the entire balance
shall be accelerated, due and payable. The acceleration shall occur
without any further notice from Sellers. Additionally, should Buyers
default on any other debt obligation assumed in 2A above, and not
cured within the stated cure period, then the promissory note will be
due and payable immediately.
8) Sellers shall be liable for all acts of the employees, etc. up to the
date of this agreement and Buyers shall be liable for all acts of his
employees after said date.
9) It is agreed that certain employment agreements dated October 1, 1994
by and between OrganiGro, Inc. and/or Synagro Technologies, Inc.
(formerly N-Viro Recovery, Inc.) collectively Sellers and Xx. Xxxx X.
Xxxxxxxx are hereby canceled.
10) Reference is made to a certain asset exchange agreement by and among
OrganiGro, Inc. and N-Viro Recovery, Inc. (currently Synagro
Technologies, Inc.) and Childers Brothers Trucking, Inc., Xxxxxxxx
Shaving Service, Inc. and Xxxxxx Timber Products, Inc. dated as of
October 1, 1994. This reference is made to specifically all
warranties, representations and other data contained therein to be
rescinded and the parties in this agreement agree to assume all
existing, prior and future liabilities that may become known now or in
the future.
11) MISCELLANEOUS PROVISIONS: Sellers and Buyers further agree as
follows:
A) Buyers will have inspected all the assets to be sold under
this Agreement and accept such assets in an "as is" condition
without express or implied warranties of any kind as to
fitness or mercantability.
B) Each corporate entity, Sellers and Buyers, shall enact all
corporate resolutions and acts necessary to authorize the
corporation and/or individuals to perform all the terms and
conditions of this Sale and Purchase Agreement.
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C) Any notice, consent, request, claim or other communication
hereunder shall be in writing and shall be deemed to have been
duly given if delivered or mailed by registered and/or
certified mail, return receipt requested, to the address shown
for the respective parties at the conclusion of this
Agreement. Such addresses may be changed by any party by
notice given in the manner provided above.
D) In the event either party to this Agreement shall employ legal
counsel to protect its rights under this Agreement or to
enforce any term or provision of this Agreement, then the
party prevailing in any such legal action shall have the right
to recover from the other party all of its reasonable
attorneys' fees, costs and expenses incurred in relation to
such claim.
E) This Agreement, together with all exhibits and the documents
referred to herein, contain all the terms and conditions
agreed upon by the parties hereto with respect to the
transactions contemplated hereby, and shall not be amended or
modified except by written instrument signed by all the
parties.
F) This Agreement shall be binding upon and inure to the benefits
of the xxxxxxxxxxxxxxx, xxxxx, xxxxxxx, successors and assigns
to the parties hereto.
G) Nothing expressed or implied in this Agreement is indented or
shall be construed, to confer upon or give any person, firm or
corporation, other than the parties hereto, their successors,
assigns, any benefits, rights or remedies under or by reason
of this Agreement.
H) This Agreement may be executed simultaneously in two (2) or
more counterparts, each of which shall be deemed an original,
but all of which shall constitute one and the same instrument.
I) never in this Agreement it is provided that any party shall or
will make any payment or perform or refrain from performing
any act or obligation, each such provision shall be construed,
even though not so expressed, as an express agreement to make
such payment or to perform, as the case may be, such act or
obligation.
J) Sellers warrants ownership of all assets being sold and
warrants they are free and clear of any debt, except as
scheduled in article 2A.
K) This Agreement shall be governed by and construed under the
laws of the State of Arkansas.
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L) Upon closing, Buyers and Sellers agree to sign any documents
necessary to complete this sale as per its terms and
conditions. This includes titles, deeds, bills of sale,
franchise agreements, fund remittance, or any other documents
necessary to carry out this contract.
12) Buyers shall maintain adequate insurance coverage satisfactory to
Sellers in an amount sufficient to cover the balance owed to Sellers.
Proof of said coverage shall be provided to Sellers by Buyers.
Sellers shall be shown as a loss payee as per their interest on said
insurance coverage.
13) Buyers agree that any and all amounts payable to Sellers and/or its
subsidiaries at March 31, 1997 are paid in full.
14) It is agreed that all rights under the note agreement (see attachment
1) with Cabin Creek are transferred to Buyers, and that the note
balance will be excluded from any interest payable under the
promissory note.
In witness of the parties have hereunto set their hands this first day
of April, 1997.
SELLERS
ORGANIGRO, INC. SYNAGRO TECHNOLOGIES, INC.
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxx
------------------------------- -------------------------------------
Chairman President
ATTEST:
/s/ Xxxxxx X. Xxxxx
----------------------------
BUYERS
/s/ Custom Poultry Building /s/ Xxxx X. Xxxxxxxx
-------------------------------------- ---------------------------------
CUSTOM POULTRY XXXX X. XXXXXXXX, an individual
BUILDING, INC.
Its President
-------------------------------------------
ATTEST:
/s/ Xxxx X. Xxxxxxxx
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SALE AND PURCHASE AGREEMENT
CUSTOM POULTRY BEDDING, INC.
SCHEDULE A
See detailed fixed asset listing attached hereto. Value
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Accounts Receivable (see Schedule A-1) $439,374.73
Note Receivable (see Schedule A-2) $603,930.00
Fixed Assets (see Schedule A-3) $780,443.16
Accounts Payable (see Schedule A-4) $ 30,232.25
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SALE AND PURCHASE AGREEMENT
CUSTOM POULTRY BEDDING INC.
SCHEDULE B
Schedule data omitted.
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