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$47	Preview Subscribers	2003	Master Separation Agreement Master Separation Agreement (61K) Doc #223581: Click preview link for longer preview. MASTER SEPARATION AGREEMENT This Master Separation Agreement (this "Agreement"), dated ______________, 2003, is by and among Whiting Petroleum Corporation, a Delaware corporation ("WPC"), Whiting Oil and Gas Corporation, a Delaware corporation ("Whiting"), Alliant Energy Corporation, a Wisconsin corporation ("Alliant Energy"), and Alliant Energy Resources, Inc., a Wisconsin corporation ("Resources"). RECITALS WHEREAS, Resources owns 1,000 shares of common stock, par value $1.00 per share, of Whiting (the "Whiting Common Stock"), such stock being all of the issued and outstanding capital stock of Whiting; WHEREAS, Resources desires to transfer all of the Whiting Common Stock to WPC in exchange for (i) the issuance by WPC to Resources of _______________ shares of Common Stock, par value $0.001 per share, of WPC (the "WPC Common Stock"), which will constitute all of the issued and outstanding capital stock of WPC upon issuance, (ii) the issuance by WPC to Resources of a promissory note in the principal amount of $___________, (iii) the execution of a Tax Separation and Indemnification Agreement in the form attached hereto as Exhibit A (the "Tax Separation and Indemnification Agreement") and (iv) the other consideration described in this Agreement (such transactions are referred to herein as the "Exchange"), and WPC desires to effect the Exchange; WHEREAS, Resources and WPC desire the exchange to be treated, for tax purposes only, as the sale by Whiting of all its assets to WPC followed by Whiting's liquidation, pursuant to an election by Resources and WPC under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, and the corresponding provisions under state, local and foreign law; WHEREAS, prior to the execution of this Agreement, Alliant Energy, Resources, WPC and Whiting have entered into a purchase agreement, dated as of ___________, 2003, with the underwriters named therein (the "Purchase Agreement") providing for the binding obligation by Resources to sell __________ shares of WPC Common Stock in an underwritten public offering (the "IPO"), and providing to the underwriters an option to purchase up to an additional __________ shares of WPC Common Stock from Resources; and WHEREAS, WPC, Whiting, Alliant Energy and Resources desire to enter into this Agreement to set forth their agreement regarding certain corporate governance matters and certain other matters with respect to the ongoing relationship between WPC, Whiting, Alliant Energy and Resources after the IPO. NOW THEREFORE, in consideration of the representations, warranties and covenants of the parties contained herein, and for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: {PAGE} Article I REPRESENTATIONS AND WARRANTIES Section 1.1 Representations of Alliant Energy and Resources. Alliant Energy and Resources hereby represent and warrant to WPC and Whiting that: (a) The Whiting Common Stock is lawfully owned of record by Resources and beneficially owned by Alliant Energy. (b) Alliant Energy and Resources have full legal right, power and authority to enter into this Agreement and to sell, assign, transfer and convey the Whiting Common Stock hereunder. (c) The delivery of the Whiting Common Stock to WPC pursuant to this Agreement will transfer to WPC valid title to the Whiting Common Stock, free and clear of all liens, encumbrances, restrictions and claims of every kind. (d) The execution, delivery and performance by Alliant Energy and Resources of this Agreement have been duly authorized by all necessary corporate action. (e) This Agreement has been duly executed and delivered by Alliant Energy and Resources and, assuming the due authorization, execution and delivery of this Agreement by WPC and Whiting, represents a valid and binding obligation of Alliant Energy and Resources, enforceable against Alliant Energy and Resources in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting creditors' rights generally and subject to general equitable principles. Section 1.2 Representations of WPC. WPC hereby represents and warrants to Alliant Energy and Resources that: (a) Upon the issuance of the WPC Common Stock to Resources pursuant to this Agreement, the WPC Common Stock shall constitute all of the issued and outstanding capital stock of WPC. (b) WPC has full legal right, power and authority to enter into this Agreement and to issue the WPC Common Stock hereunder. (c) The delivery of the WPC Common Stock to Resources pursuant to this Agreement will transfer to Resources valid title to the WPC Common Stock, free and clear of all liens, encumbrances, restrictions and claims of every kind. (d) The execution, delivery and performance by WPC of this Agreement have been duly authorized by all necessary corporate action. (e) This Agreement has been duly executed and delivered by WPC and, assuming the due authorization, execution and delivery of this Agreement by Alliant Energy, Resources and Whiting, represents a valid and binding obligation of WPC, enforceable against WPC in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting creditors' rights generally and subject to general equitable principles. -2- {PAGE} (f) WPC is acquiring the Whiting Common Stock for investment and not with a view toward distribution in violation of any applicable securities laws. (g) WPC hereby represents that it has no present plan or intention to (i) enter into any transaction a significant purpose of which is to reduce the amount of tax benefits otherwise payable to Resources under the Tax Separation and Indemnification Agreement, (ii) enter into any transaction which may result in the disqualification or invalidation of the Section 338(h)(10) Election (as that term is defined in the Tax Separation and Indemnification Agreement), which transactions include but are not limited to the merger, liquidation, conversion or other corporate transactions involving Whiting which may result in the Internal Revenue Service (or other applicable tax authority, as the case may be) disqualifying or invalidating any Section 338(h)(10) Election, or (iii) sell, distribute or otherwise dispose of any assets of WPC (including the stock of Whiting acquired pursuant to this Agreement) or Whiting other than assets disposed of by Whiting in the ordinary course of business. (h) WPC has not engaged in any business or activities other than such actions as are necessary to prepare and execute the documents and take actions necessary or desirable for the IPO. Section 1.3 Representations of Whiting. Whiting hereby represents and warrants to Alliant Energy and Resources that: (a) The Whiting Common Stock constitutes all of the issued and outstanding capital stock of Whiting. (b) The execution, delivery and performance by Whiting of this Agreement have been duly authorized by all necessary corporate action. (c) This Agreement has been duly executed and delivered by Whiting and, assuming the due authorization, execution and delivery of this Agreement by Alliant Energy, Resources and WPC, represents a valid and binding obligation of Whiting, enforceable against Whiting in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting creditors' rights generally and subject to general equitable principles. Article II The Exchange Section 2.1 Exchange of Stock. Effective as of immediately prior to the closing of the IPO, Resources will sell, assign, transfer and convey to WPC all of the Whiting Common Stock. In consideration of, and effective concurrently with such transfer, WPC will (a) issue to Resources all of the WPC Common Stock, (b) issue to Resources a promissory note in the aggregate principal amount of $____________ in the form attached hereto as Exhibit B (the "Note"), and (c) deliver the executed Tax Separation and Indemnification Agreement . Section 2.2 Deliveries. Effective immediately prior to the closing of the IPO, (a) Resources will deliver to WPC stock certificates in proper form for transfer representing the Whiting Common Stock, duly endorsed in blank or accompanied by appropriate stock powers -3- {PAGE} executed by Resources, (b) WPC will deliver to Resources stock certificates in proper form for transfer representing the WPC Common Stock and (c) WPC will deliver to Resources the Note. Article III IPO AND corporate GOVERNANCE MATTERS Section 3.1 Actions Prior to IPO. 223581	Bank One Bank One, NA ( Financial ) As referenced in this Master Separation Agreement: Bank One, NA – amount in excess of the borrowing base under that certain Credit Agreement, dated December 20, 2002, among Whiting, the financial institutions listed therein, Bank One, NA as Administrative Agent, and Wachovia Bank, N.A. as Syndication Agent, as amended from time to time; (c) Any acquisition or series _____________ dt 100326 ; Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Master Separation Agreement: Wachovia Bank, – under that certain Credit Agreement, dated December 20, 2002, among Whiting, the financial institutions listed therein, Bank One, NA as Administrative Agent, and Wachovia Bank, N.A. as Syndication Agent, as amended from time to time; (c) Any acquisition or series of acquisitions by WPC or any _____________ dt 89174 ; Foley & Lardner Foley & Lardner LLP ( Legal ) As referenced in this Master Separation Agreement: Foley & Lardner – Cedar Rapids, Iowa 52403 Attn: Thomas L. Aller Facsimile No.: (319) 786-7720 -15- {PAGE} Foley & Lardner 777 East Wisconsin Avenue, Suite 3800 Milwaukee, Wisconsin 53202 Attn: Benjamin F. Garmer, III, dt 36611 ;	Whiting Petroleum Corporation; Whiting Oil and Gas Corporation; More...
$44	Preview Subscribers	2003	Restructure Agreement Restructure Agreement (33K) Doc #151252: Click preview link for longer preview. RESTRUCTURE AGREEMENT THIS RESTRUCTURE AGREEMENT (this "Agreement") executed as of April 14, 2003 is entered into by and among PERSONNEL GROUP OF AMERICA, INC. (the "Borrower"), certain subsidiaries of the Borrower identified on the signatures pages hereto (the "Guarantors"), the financial institutions identified on the signature pages hereto and BANK OF AMERICA, N.A., formerly known as NationsBank, N.A., as agent for the Lenders (in such capacity, the "Agent"). Except as expressly defined or otherwise referenced herein, capitalized terms used herein shall have the meanings set forth in the Credit Agreement (defined below). RECITALS: A. The Borrower, the Agent, the Guarantors and the financial institutions from time to time party thereto (the "Lenders") are parties to that certain Amended and Restated Credit Agreement, dated as of June 23, 1997 (as from time to time amended, restated, supplemented or otherwise modified and in effect, the "Credit Agreement"), pursuant to which the Agent and Lenders made available Loans to the Borrower with such loans guaranteed by the Guarantors. B. Certain Defaults and Events of Default are expected to exist under the Credit Agreement as a result of the Borrower's failure to comply with the financial covenants set forth in Sections 7.11(e) of the Credit Agreement for the fiscal month ending nearest March 31, 2003. C. As of the Amendment Date (defined below), there remains due and owing $103,000,000 in Revolving Loans (the "Pre-Restructure Principal"), $7,975,000 in undrawn Letters of Credit (the "Pre-Restructure Letters of Credit") and a total of $286,424.65 in accrued and unpaid interest thereon (the "Pre-Restructure Interest"). D. The Borrower and the Guarantors have requested that the Lenders agree to restructure the Loans, including (i) the forgiveness of significant portions of the Pre-Restructure Principal and (ii) the extension of the Termination Date. E. The Lenders have agreed to do so, upon the terms and conditions set forth herein. NOW, THEREFORE, for valuable consideration, the mutual receipt of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. DEFINITIONS. In addition to the definitions set forth or incorporated elsewhere herein, the following terms used herein shall have the following meanings (such definitions to be equally applicable to both the singular and the plural forms of the defined terms): "Amendment Date" means the date of this Agreement. {PAGE} "Contractual Obligation" means with respect to a Person, any provision of (i) any security issued by such Person, including provisions contained in the articles or certificate of incorporation or bylaws or other organizational or governing documents of such Person, or (ii) any agreement, franchise, license, lease, permit, undertaking, contract, indenture, mortgage, deed of trust or other instrument or understanding to which such Person is a party. "Forgiven Balance" shall have the meaning set forth in Section 3(a). "Lender Warrants" shall have the meaning set forth in Section 5. "Mutual Release" shall have the meaning set forth in Section 8. "Prepayment" shall have the meaning set forth in Section 3(b). "Pre-Restructure Indebtedness" means a collective reference to the Borrower's Obligations as of the Amendment Date, including without limitation, the Pre-Restructure Principal and the Pre-Restructure Interest but excluding the Pre-Restructure Letters of Credit. "Proceeding" means any insolvency, bankruptcy, receivership, dissolution, reorganization or similar proceeding, whether federal or state, voluntary or involuntary, under any present or future law or act. "Restructure Credit Agreement" shall have the meaning set forth in Section 4(a). "Restructure Credit Documents" shall mean the "Credit Documents" as defined in the Restructure Credit Agreement. "Restructuring Agreement" shall have the meaning set forth in Section 6(a). "Revolving Restructure Notes" shall have the meaning set forth in Section 3(b). "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission and any successor Person thereof. 2. CONDITIONS PRECEDENT. As conditions precedent to the effectiveness of this Agreement: (a) The Borrower and the Guarantors shall have (or, where applicable, caused to have been) executed and delivered to the Agent, for the benefit of the Lenders, each of the documents referred to in Sections 4(a) and (b) below; 151252	Bank One Bank One, NA ( Financial ) As referenced in this Restructure Agreement: BANK ONE, NA – By: /s/ Shayn March ---------------------------- Name: Shayn March Title: Vice President Signature Page to Restructure Agreement Personnel Group of America, Inc. April 2003 {PAGE} BANK ONE, NA By: /s/ Dianne M. Stark ---------------------------- Name: Dianne M. Stark Title: First Vice President Signature Page to Restructure Agreement Personnel Group of America, _____________ dt 100035 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Restructure Agreement: BANK OF AMERICA, – signatures pages hereto (the "Guarantors"), the financial institutions identified on the signature pages hereto and BANK OF AMERICA, N.A., formerly known as NationsBank, N.A., as agent for the Lenders (in BANK OF AMERICA, – Vice President Signature Page to Restructure Agreement Personnel Group of America, Inc. April 2003 {PAGE} BANK OF AMERICA, N.A., formerly known as NationsBank, N.A. and Bank of America Illinois, as Bank of America – April 2003 {PAGE} BANK OF AMERICA, N.A., formerly known as NationsBank, N.A. and Bank of America Illinois, as Agent By: /s/ H. Leonard Norman --------------------------- Name: H. Leonard Norman Title: Managing Director dt 40071 ; Personnel Group of America, Inc.;	NationsBank, N.A.; Venturi Partners Inc