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Subscribers | 2003 |
Asset Purchase Agreement
Asset Purchase Agreement (100K)
Doc #101689: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-2.1
{SEQUENCE}3
{PAGE}
EXHIBIT 2.1
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement ("Agreement") is dated December 30, 2002,
by and between Quantum Construction Equipment, LLC, a Delaware limited liability
company ("Buyer"), and Noble Construction Equipment, Inc., a Tennessee
corporation ("Seller").
RECITALS
Seller is engaged in the business of manufacturing and selling wheel
tractor scrapers, other earth scrapers and rough terrain lift trucks through its
Construction Equipment Division (as more fully described in Section 1.1 the
"Business"); and
Seller beneficially owns all of the issued and outstanding capital
stock of Equipos de Acuna, S.A. de C.V., a Mexican corporation ("Acuna"); and
Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller, all of the Assets (as defined herein) and all of the capital stock of
Acuna, all upon the terms and conditions of this Agreement.
The parties, intending to be legally bound, agree as follows:
1. Definitions and Usage
1.1 DEFINITIONS
For purposes of this Agreement, the following terms and variations
thereof have the meanings specified or referred to in this Section 1.1:
"Accounts Payable"--amounts owing by Seller to vendors and suppliers in
respect of goods shipped or products sold or services rendered to Seller in the
Ordinary Course of Business of the Business, and all Acuna Accounts Payable.
"Accounts Receivable"--(a) all trade accounts receivable and other
rights to payment from customers of the Business and the full benefit of all
security for such accounts or rights to payment, including all trade accounts
receivable representing amounts receivable in respect of goods shipped or
products sold or services rendered by Seller to customers of the Business, (b)
all other accounts or notes receivable of Seller relating to the Business and
the full benefit of all security for such accounts or notes, (c) any claim,
remedy or other right related to any of the foregoing, and (d) all Acuna
Accounts Receivable.
"Accrued Closing Payroll"--Liabilities for salary and wages due to
employees of the Business and Acuna, together with all related employment taxes
and withholding amounts, attributable to the payroll period ended December 27,
2002, but only to the extent included in Accrued Liabilities.
"Accrued Liabilities"--Liabilities of Seller (other than Accounts
Payable) in respect of payroll, taxes, insurance, utilities, rent, vacation and
other business expenses or the provision of goods or services incurred by Seller
in the Ordinary Course of Business of the Business that are generally required
under GAAP to be reflected as current liabilities on the balance sheet of
Seller, and all Acuna Accrued Liabilities.
{PAGE}
"Accrued Shutdown Payroll"--Liabilities for vacation and holiday pay
due to employees of the Business and Acuna, together with all related employment
taxes and withholding amounts, attributable to the December 2002 shutdown
period, but only to the extent included in Accrued Liabilities.
"Acuna"--as defined in the Recitals to this Agreement.
"Acuna Accounts Payable"--amounts owing by Acuna to vendors and
suppliers in respect of goods shipped or products sold or services rendered to
Acuna in the Ordinary Course of Business.
"Acuna Accounts Receivable"--(a) all trade accounts receivable and
other rights to payment from customers of Acuna and the full benefit of all
security for such accounts or rights to payment, including all trade accounts
receivable representing amounts receivable in respect of goods shipped or
products sold or services rendered by Acuna to customers, (b) all other accounts
or notes receivable of Acuna and the full benefit of all security for such
accounts or notes and (c) any claim, remedy or other right related to any of the
foregoing.
"Acuna Accrued Liabilities"--Liabilities of Acuna (other than Acuna
Accounts Payable) in respect of payroll, taxes, insurance, utilities, rent,
vacation and other business expenses or the provision of goods or services
incurred by Acuna in the Ordinary Course of Business that are generally required
under GAAP to be reflected as current liabilities on the balance sheet of Acuna.
"Acuna Interim Balance Sheet"--the September 20, 2002 balance sheet of
Acuna attached hereto as Exhibit A.
101689
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Caterpillar
As referenced in this Asset Purchase Agreement:
Caterpillar, Inc – of Acuna, any item
reflected in the legal title opinion of Bryan, Gonzalez Vargas y Gonzalez Baz,
S.C., dated May 10, 2001, and applicable zoning ordinances; (c) rights of
Caterpillar, Inc . in and to the Intellectual Property as described in those
agreements listed and described in the letter agreement dated November __, 2001,
and (d) security interests of Eagle Pitcher
_____________
dt 1552778
;
Noble Int'l
As referenced in this Asset Purchase Agreement:
Noble International, – e-mail address or person as a party may designate by notice to
the other parties):
Seller:
Noble Construction Equipment, Inc.
c/o Noble International, Inc.
28213 Van Dyke Ave.
Warren, MI 48093
Attention: David Harper
Fax No. (586) 582-9481
E-Mail Address: dharper@nobleintl.com
_____________
dt 223190
;
|
 Foley & Lardner
As referenced in this Asset Purchase Agreement:
Foley & Lardner
– No. (586) 582-9481
E-Mail Address: dharper@nobleintl.com
with a mandatory copy to:
Foley & Lardner
150 W. Jefferson Avenue
Suite 1000
Detroit, MI 48226
Attention: Patrick Daugherty, Esq.
Fax
dt 36593
|
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Subscribers | 2002 |
Asset Purchase Agreement
Asset Purchase Agreement (145K)
Doc #121054: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-2.1
{SEQUENCE}3
{FILENAME}c68246ex2-1.txt
{DESCRIPTION}ASSET PURCHASE AGREEMENT, FLORSHEIM GROUP, INC.
{TEXT}
{PAGE}
EXHIBIT 2.1
ASSET PURCHASE AGREEMENT
BY AND AMONG
WEYCO GROUP, INC.
FLORSHEIM GROUP INC.
AND
THE OTHER SELLERS IDENTIFIED HEREIN
DATED AS OF MARCH 3, 2002
{PAGE}
TABLE OF CONTENTS
PAGE
----
ARTICLE I DEFINITIONS.....................................................1
1.1 Accounts........................................................2
1.2 Accrued Expenses................................................2
1.3 Affiliate.......................................................2
1.4 Agreement.......................................................2
1.5 Agreement Sections..............................................2
1.6 Assumed Liabilities.............................................3
1.7 Bill of Sale....................................................3
1.8 Business Day....................................................4
1.9 Buyer...........................................................4
1.10 Buyer Closing Certificate.......................................4
1.11 Closing.........................................................4
1.12 Closing Date....................................................4
1.13 Closing Inventory Value.........................................4
1.14 Code............................................................4
1.15 Cure Costs......................................................4
1.16 Disclosure Schedule.............................................4
1.17 Escrow Agent....................................................4
1.18 Escrow Agreement................................................4
1.19 ERISA...........................................................4
1.20 Excluded Store Inventory........................................5
1.21 Excluded Stores.................................................5
1.22 Existing Insurance Policies.....................................5
1.23 Existing Permits................................................5
1.24 Financial Information...........................................5
1.25 Financial Statements............................................5
1.26 Florsheim.......................................................5
1.27 GAAP............................................................5
1.28 Golf Inventory..................................................5
1.29 Information Assets..............................................5
1.30 Inventory.......................................................5
1.31 Inventory Purchase Agreement....................................6
1.32 Inventory Value.................................................6
1.33 John Deere Inventory............................................6
1.34 Knowledge of Sellers............................................6
1.35 Law.............................................................6
1.36 Lien............................................................6
1.37 Material Adverse Change.........................................6
1.38 Miscellaneous Assets............................................7
1.39 Person..........................................................7
1.40 Prepaid Expenses................................................7
i
{PAGE}
TABLE OF CONTENTS
(continued)
PAGE
----
1.41 Purchase Price..................................................7
1.42 Purchased Assets................................................7
1.43 Purchased Contracts.............................................8
1.44 Purchased Equipment.............................................8
1.45 Purchased Leases................................................8
1.46 Purchased Stores................................................8
1.47 Records.........................................................8
1.48 Retained Assets.................................................8
1.49 Retained Liabilities............................................9
1.50 SAP and Other Computer Assets...................................9
1.51 Seller or Sellers...............................................9
1.52 Sellers Closing Certificate.....................................9
1.53 Store Assets....................................................9
1.54 Trademarks......................................................9
1.55 Transition Services Agreement...................................9
ARTICLE II PURCHASE AND SALE...............................................9
2.1 Purchase and Sale...............................................9
2.2 Final Inventory Value; Payment at Closing......................10
ARTICLE III OTHER AGREEMENTS...............................................11
3.1 Access.........................................................11
3.2 Disclosure Schedule............................................11
3.3 Duties Concerning Consents; Conditions.........................12
3.4 Deliveries of Information; Consultation........................12
3.5 Acquisition Proposals..........................................12
3.6 Public Announcements...........................................13
3.7 Retained Liabilities...........................................13
3.8 Referrals and Deliveries.......................................13
3.9 Allocation of Purchase Price...................................14
3.10 Prorations.....................................................14
3.11 Transaction Taxes..............................................14
3.12 Risk of Loss...................................................14
121054
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Deere
As referenced in this Asset Purchase Agreement:
Deere & Company – excluding such accounts receivable, notes and
rights specifically related to Florsheim's license with John Deere & Company and
any intercompany accounts, accounts receivable, notes and associated rights
reflecting amounts owed to
Deere & Company – Inventory. "John Deere Inventory" means all inventory
specifically associated with Florsheim's license with John Deere & Company .
1.34 Knowledge of Sellers. "Knowledge of Sellers" shall mean the
actual knowledge of
Deere & Company – to tax
refunds and tax rebates; (c) Sellers' accounts receivable and related license
with John Deere & Company and the John Deere Inventory; (d) Florsheim's
warehouse located in Jefferson City, Missouri; (
dt 28466
;
Florsheim
As referenced in this Asset Purchase Agreement:
FLORSHEIM GROUP, –
{DOCUMENT}
{TYPE}EX-2.1
{SEQUENCE}3
{FILENAME}c68246ex2-1.txt
{DESCRIPTION}ASSET PURCHASE AGREEMENT, FLORSHEIM GROUP, INC.
{TEXT}
{PAGE}
EXHIBIT 2.1
ASSET PURCHASE AGREEMENT
BY AND AMONG
WEYCO GROUP, INC.
FLORSHEIM GROUP INC.
AND
THE OTHER SELLERS
_____________
FLORSHEIM GROUP – 1.txt
{DESCRIPTION}ASSET PURCHASE AGREEMENT, FLORSHEIM GROUP, INC.
{TEXT}
{PAGE}
EXHIBIT 2.1
ASSET PURCHASE AGREEMENT
BY AND AMONG
WEYCO GROUP, INC.
FLORSHEIM GROUP INC.
AND
THE OTHER SELLERS IDENTIFIED HEREIN
DATED AS OF MARCH 3, 2002
{PAGE}
TABLE OF CONTENTS
PAGE
----
ARTICLE I DEFINITIONS.....................................................1
1.
_____________
FLORSHEIM
GROUP – THIS ASSET PURCHASE AGREEMENT is made as of this 3rd day of March,
2002 between and among WEYCO GROUP, INC., a Wisconsin corporation, FLORSHEIM
GROUP INC., a Delaware corporation, and those subsidiaries of Florsheim Group
Inc. that are identified as a Seller on the signature pages hereto.
RECITALS
_____________
Florsheim Group
– day of March,
2002 between and among WEYCO GROUP, INC., a Wisconsin corporation, FLORSHEIM
GROUP INC., a Delaware corporation, and those subsidiaries of Florsheim Group
Inc. that are identified as a Seller on the signature pages hereto.
RECITALS
WHEREAS, following the date hereof, each of the Sellers intends
_____________
Florsheim Group – the unaudited financial statements of Florsheim and
its subsidiaries for the interim period ended September 29, 2001.
1.26 Florsheim. "Florsheim" shall mean Florsheim Group Inc., a
Delaware corporation.
1.27 GAAP. "GAAP" shall mean U.S. generally accepted accounting
principles as applied on a consistent basis.
1.
_____________
dt 95915
;
Quarles & Brady
As referenced in this Asset Purchase Agreement:
Quarles & Brady, – shall mean the conference to be held on the
Closing Date at the offices of Quarles & Brady, LLP, 411 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202, or such other time and place
Quarles & Brady, – 53202
Fax No.: 414-291-4558
with a copy to (which shall not constitute
notice):
Quarles & Brady, LLP
Attention: Patrick M. Ryan
411 East Wisconsin Avenue
Milwaukee, WI 53202
Fax No:
dt 33354
;
|
Weyco
As referenced in this Asset Purchase Agreement:
WEYCO GROUP, – AGREEMENT, FLORSHEIM GROUP, INC.
{TEXT}
{PAGE}
EXHIBIT 2.1
ASSET PURCHASE AGREEMENT
BY AND AMONG
WEYCO GROUP, INC.
FLORSHEIM GROUP INC.
AND
THE OTHER SELLERS IDENTIFIED HEREIN
DATED AS OF MARCH
WEYCO GROUP, – PURCHASE AGREEMENT is made as of this 3rd day of March,
2002 between and among WEYCO GROUP, INC., a Wisconsin corporation, FLORSHEIM
GROUP INC., a Delaware corporation, and those subsidiaries of
Weyco Group, – contract or otherwise; provided,
however, that "Affiliate" shall not include any shareholder of Florsheim or
Weyco Group, Inc. or any Person controlling any such shareholder.
1.4 Agreement. "Agreement" shall mean
Weyco Group, – and Milwaukee, Wisconsin are authorized or obligated to close.
1.9 Buyer. "Buyer" shall mean Weyco Group, Inc., a Wisconsin
corporation, or any assignee or assignees permitted by Section 9.8
Weyco Group, – Madison Avenue
New York, NY 10022
Fax No.: 212-872-1002
If to the Buyer: Weyco Group, Inc.
Attention: John Wittkowske
333 West Estabrook Boulevard
Milwaukee, WI 53212
Fax No.: 414-
dt 20978
;
Akin Gump
As referenced in this Asset Purchase Agreement:
Akin, Gump – 10022
Fax No.: 212-593-0309
with a copy to (which shall not constitute
notice):
Akin, Gump , Strauss, Hauer & Feld, L.L.P.
Attention: Lisa G. Beckerman, Esq. and
Stephen B.
dt 29110
;
Quarles & Brady
As referenced in this Asset Purchase Agreement:
Quarles & Brady, – shall mean the conference to be held on the
Closing Date at the offices of Quarles & Brady, LLP, 411 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202, or such other time and place
Quarles & Brady, – 53202
Fax No.: 414-291-4558
with a copy to (which shall not constitute
notice):
Quarles & Brady, LLP
Attention: Patrick M. Ryan
411 East Wisconsin Avenue
Milwaukee, WI 53202
Fax No:
dt 33354
|
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Subscribers | 2001 |
Purchase Agreement
Purchase Agreement (43K)
Doc #122581: Click preview link for longer preview.
PURCHASE AGREEMENT, dated as of November 1, 2001, between JOHN DEERE
CAPITAL CORPORATION, a Delaware corporation (the "Seller"), and JOHN DEERE
RECEIVABLES, INC., a Nevada corporation (the "Purchaser").
WHEREAS, Deere & Company and other affiliates of the Seller have
purchased in the ordinary course of business certain agricultural and
construction equipment retail installment sale and loan contracts secured by new
and used agricultural, construction and forestry equipment and, in turn, have
sold such contracts to the Seller on a daily basis pursuant to intercompany
agreements; and
WHEREAS, the Seller and the Purchaser wish to set forth the terms
pursuant to which the Receivables (as hereinafter defined) are to be sold by the
Seller to the Purchaser, which Receivables will be transferred by the Purchaser,
pursuant to the Sale and Servicing Agreement (as hereinafter defined), to John
Deere Owner Trust 2001 (the "Trust"), which Trust will issue Asset Backed
Certificate representing fractional undivided interests in, and Class A-1 2.19%
Asset Backed Notes, Class A-2 2.56% Asset Backed Notes, Class A-3 3.26% Asset
Backed Notes and Class A-4 3.78% Asset Backed Notes collateralized by, such
Receivables and the other property of the Trust.
NOW, THEREFORE, in consideration of the foregoing, other good and
valuable consideration and the mutual terms and covenants contained herein, the
parties hereto agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
Capitalized terms not defined in this Agreement shall have the meaning
set forth in the Sale and Servicing Agreement. As used in this Agreement, the
following terms shall, unless the context otherwise requires, have the following
meanings (such meanings to be equally applicable to the singular and plural
forms of the terms defined):
"Affiliate" means, with respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control", when used with respect
to any specified Person, means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlled by" and
"controlling" have meanings correlative to the foregoing.
"Agreement" shall mean this Purchase Agreement, as the same may be
amended, modified or supplemented from time to time.
"Assignment" shall mean the document of assignment attached to this
Agreement as Exhibit A.
122581
|
Deere
As referenced in this Purchase Agreement:
Deere & Company – Delaware corporation (the "Seller"), and JOHN DEERE
RECEIVABLES, INC., a Nevada corporation (the "Purchaser").
WHEREAS, Deere & Company and other affiliates of the Seller have
purchased in the ordinary course of business
Deere & Company – Branches" means the equipment sales branches and sales regions
in the United States operated by Deere & Company , a Delaware corporation, and
its wholly-owned subsidiaries.
"Schedule of Receivables" shall mean the
Deere & Company – Street,
Reno, Nevada 89501, Attention: Manager, Asset Securitization, (775) 786-5914,
with a copy to Deere & Company , One John Deere Place, Moline, Illinois 61265,
Attention: Treasury Department, Director, Corporate Finance, (309)
dt 28469
;
 BNY
As referenced in this Purchase Agreement:
Bank of New York, – shall mean the Indenture, dated as of November 1, 2001,
between the Trust and The Bank of New York, as trustee, as the same may be
amended, modified or supplemented from time to
dt 41529
;
|
Shearman
As referenced in this Purchase Agreement:
Shearman & Sterling, – of the Receivables shall
take place at a closing (the "Closing") at the offices of Shearman & Sterling,
599 Lexington Avenue, New York, New York 10022 on the Closing Date,
simultaneously with
dt 33653
;
Deere John Receivables Inc
|
| Subscribers | 2002 |
Asset Purchase Agreement
Asset Purchase Agreement (141K)
Doc #137630: This document is immediately available for purchase, but does not have a preview available for viewing.
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (the "AGREEMENT") is made and entered into as
of February 19, 2002, by and among Quality Stores, Inc., a Delaware corporation
("SELLER"), and Alamo Group (IA) Inc., a Nevada corporation ("BUYER").
WHEREAS, on November 1, 2001, Seller filed a voluntary petition (the
"PETITION") pursuant to Title 11 of the United States Code, 11 U.S.C.ss.101 et
seq., as amended (the "BANKRUPTCY CODE"), in the United States Bankruptcy Court
for the Western District of Michigan (the "BANKRUPTCY COURT");
WHEREAS, Seller engages in the sale of products under the trade name
Valu-Bilt Tractor Parts ("VALU-BILT"); and
WHEREAS, Seller owns the Purchased Assets (as hereinafter defined), and
Buyer desires to become the owner of the Purchased Assets and Seller desires to
transfer the Purchased Assets to Buyer, on the terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of the good and valuable consideration,
the receipt and sufficiency thereof being hereby acknowledged, and intending to
be legally bound, Seller and Buyer hereby agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
1.1. DEFINITIONS. The following terms used in this Agreement shall have the
meanings set forth below:
(a) "ACCOUNTS RECEIVABLE" shall have the meaning set forth in
Section 2.2.
(b) "AFFILIATE" shall mean, with respect to any Person, any other
Person directly or indirectly controlling, controlled by or under direct common
control with such Person; PROVIDED, that in no event shall Buyer (or any
Affiliate of Buyer) be deemed to be an Affiliate of Seller. For purposes of this
definition, "CONTROL" when used with respect to any Person means the possession,
directly or indirectly, of the power to direct or cause the direction of
management and policies of such Person, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" shall have meanings correlative to the foregoing.
(c) "AGREEMENT" shall have the meaning ascribed to it in the preamble
herein.
(d) "ASSIGNMENT AND ASSUMPTION OF VALU-BILT AGREEMENTS" shall have
the meaning ascribed to such term in Section 3.2.
(e) "ASSUMED OBLIGATIONS" shall have the meaning ascribed to such
term in Section 2.3.
{Page}
(f) "AUCTION" shall have the meaning ascribed to it in the Auction
Order.
(g) "AUCTION ORDER" shall mean the order of the Bankruptcy Court
pursuant to Title 11 of the United States Code approving the bid procedures for
the sale and purchase of the Purchased Assets and the payment of the Breakup Fee
(as hereinafter defined) pursuant to Sections 363 and 365 of the Bankruptcy
Code.
(h) "BANKRUPTCY CODE" shall have the meaning ascribed to it in the
Recitals herein.
(i) "BANKRUPTCY COURT" shall have the meaning ascribed to it in the
Recitals herein.
(j) "BENEFIT PLAN" shall mean each compensation, stock option,
employment, severance, insurance, pension or retirement plan, program or
agreement that is sponsored, maintained or contributed to by Seller for the
benefit of any employee or former employee of Seller employed in connection with
the Valu-Bilt Business.
(k) "BILL OF SALE" shall have the meaning set forth in Section 3.2.
(l) "BREAKUP EVENT" shall have the meaning set forth in Section 6.8.
(m) "BREAKUP FEE" shall have the meaning set forth in Section 6.8.
(n) "BUSINESS DAY" shall mean any day other than Saturday, Sunday or
a day banks are authorized or required to be closed in New York, New York.
(o) "BUYER" shall have the meaning ascribed to it in the preamble
herein.
(p) "CLAIMS" shall mean any action, cause of action, demand, claim,
proceeding or investigation.
(q) "CLOSING" shall have the meaning set forth in Section 3.1.
(r) "CLOSING DATE" shall have the meaning set forth in Section 3.1.
(s) "ELEVENTH DAY" shall mean the later of (i) the eleventh calendar
day following the entry of the Sale Order, provided that if such eleventh
calendar day is not a Business Day then the first Business Day following such
eleventh calendar day or (ii) the date the Sale Order shall have become
Non-Appealable.
(t) "EMPLOYED VALU-BILT EMPLOYEES" shall have the meaning set forth
in Section 6.5.
(u) "EQUIPMENT" shall mean all of the furniture, fixtures, machinery
and equipment owned by Seller that is used primarily with the Valu-Bilt
Business, including, to the extent transferable, all warranties issued by third
parties for such furniture, fixtures, machinery and equipment.
(v) "EXCLUDED ASSETS" shall have the meaning set forth in
Section 2.2.
2
{Page}
(w) "EXCLUDED OBLIGATIONS" shall have the meaning set forth in
Section 2.5.
(x) "GOOD FAITH DEPOSIT" shall have the meaning set forth in
Section 2.11.
(y) "GOOD FAITH ESCROW" shall have the meaning set forth in
Section 2.11.
(z) "GOOD FAITH ESCROW AGENT" shall have the meaning set forth in
Section 2.11.
(aa) "GOOD FAITH ESCROW AGREEMENT" shall have the meaning set forth in
Section 2.11.
(bb) "GOVERNMENTAL ENTITY" shall mean any government or governmental
or regulatory body thereof, or political subdivision thereof, whether federal,
state, local or foreign, or any agency, instrumentality or authority thereof, or
137630
|
Alamo Group
As referenced in this Asset Purchase Agreement:
Alamo Group – of February 19, 2002, by and among Quality Stores, Inc., a Delaware corporation
("SELLER"), and Alamo Group (IA) Inc., a Nevada corporation ("BUYER").
WHEREAS, on November 1, 2001, Seller filed a
Alamo Group – 53rd Street
New York, New York 10022
Attn: Matthew Cantor
Lisa Anastos
Notice to Buyer:
Alamo Group (IA) Inc.
1502 East Walnut
Seguin, Texas 78155
Attn: Ron A. Robinson
with copy
ALAMO GROUP – hereof.
SELLER:
QUALITY STORES, INC.
By:
----------------------------------------
Name: Peter D. Fitzsimmons
Title: Chief Executive Officer
BUYER:
ALAMO GROUP (IA) INC.
By:
----------------------------------------
Name: Robert H. George
Title: Vice President
{Page}
SCHEDULE 6.5
Alamo Group – Delaware
corporation, the successor to Central Tractor Farm & Country, Inc., a Delaware
corporation ("SUBLESSOR"), and Alamo Group (IA) Inc., a Nevada corporation
("SUBLESSEE"):
WHEREAS, on November 1, 2001, Sublessor filed a
Alamo Group – 53rd Street
New York, New York 10022
Attn: Matthew Cantor
Lisa Anastos
Notice to Sublessee:
Alamo Group (IA) Inc.
1502 East Walnut
Seguin, Texas 78155
Attn: Ron A. Robinson
with copy
dt 28437
;
BofA
As referenced in this Asset Purchase Agreement:
Bank of America – shall pay to Seller $20,000 by wire transfer of immediately available funds and
(ii) Bank of America shall issue a letter of credit in an amount equal to the
sum of $20,
BANK OF AMERICA, – IN YOUR FAVOR OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO.
_____ WHICH IS AVAILABLE WITH BANK OF AMERICA, N.A. BY PAYMENT AGAINST
PRESENTATION OF THE ORIGINAL OF THIS LETTER OF CREDIT
BANK OF AMERICA, – OF THE ORIGINAL OF THIS LETTER OF CREDIT AND YOUR DRAFTS AT SIGHT
DRAWN ON BANK OF AMERICA, N.A., ACCOMPANIED BY THE FOLLOWING DOCUMENT(S):
BENEFICIARY'S SIGNED STATEMENT CERTIFYING THAT
BANK OF AMERICA, – ASSISTANCE OR HAVE ANY QUESTIONS REGARDING THIS LETTER OF
CREDIT PLEASE CALL (213) 345-6630.
BANK OF AMERICA, N.A.
------------------------ ---------------------------
AUTHORIZED OFFICER AUTHORIZED OFFICER
*ALAMO GROUP IS TO PROVIDE US WITH THE
dt 39910
;
|
Kirkland & Ellis
As referenced in this Asset Purchase Agreement:
Kirkland & Ellis, – this
Agreement (the "CLOSING") shall occur at 10:00 a.m. at the offices of
Kirkland & Ellis, 153 E. 53rd Street, New York, New York on the earlier of (i)
the
Kirkland & Ellis
– Michigan 49441
Attn: Peter Fitzsimmons
with copy to (which shall not constitute notice to Seller):
Kirkland & Ellis
153 East 53rd Street
New York, New York 10022
Attn: Matthew Cantor
Lisa Anastos
Kirkland & Ellis
– Michigan 49441
Attn: Peter Fitzsimmons
with copy to (which shall not constitute notice to Sublessor):
Kirkland & Ellis
153 East 53rd Street
New York, New York 10022
Attn: Matthew Cantor
Lisa Anastos
Kirkland & Ellis
– Michigan 49441
Attn: Peter Fitzsimmons
WITH COPY TO (WHICH SHALL NOT CONSTITUTE NOTICE TO SELLER):
Kirkland & Ellis
153 East 53rd Street
New York, New York 10022
Attn: Matthew Cantor
Lisa Anastos
Kirkland & Ellis
– Michigan 49441
Attn: Peter Fitzsimmons
WITH COPY TO (WHICH SHALL NOT CONSTITUTE NOTICE TO SELLER):
Kirkland & Ellis
153 East 53rd Street
New York, New York 10022
Attn: Matthew Cantor
Lisa Anastos
dt 37756
;
Quality Stores, Inc.
|
| Preview
Subscribers | 2002 |
Asset Purchase Agreement
Asset Purchase Agreement (143K)
Doc #137777: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT [U.S.]
THIS ASSET PURCHASE AGREEMENT is made as of this 3rd day of March,
2002 between and among WEYCO GROUP, INC., a Wisconsin corporation, FLORSHEIM
GROUP INC., a Delaware corporation, and those subsidiaries of Florsheim Group
Inc. that are identified as a Seller on the signature pages hereto.
RECITALS
WHEREAS, following the date hereof, each of the Sellers intends to
file voluntary petitions under Chapter 11 of the Bankruptcy Code (collectively,
the "Bankruptcy Case") before the United States Bankruptcy Court for the
Northern District of Illinois (the "Bankruptcy Court"); and
WHEREAS, the Buyer (or its permitted assigns as provided in Section
9.8 hereof) desires to purchase all of the Sellers' right, title and interest in
and to the Purchased Assets and assume the Assumed Liabilities from the Sellers,
and the Sellers desire to sell, convey, assign and transfer to the Buyer (or its
permitted assigns as provided in Section 9.8 hereof) all of the Sellers' right,
title and interest in and to the Purchased Assets together with the Assumed
Liabilities, all in the manner and subject to the terms and conditions set forth
in this Agreement and in accordance with Sections 105, 363 and 365 and other
applicable sections of the Bankruptcy Code; and
WHEREAS, subsequent to the execution of this Agreement, Florsheim,
certain subsidiaries of Florsheim and the Buyer shall enter into the
International Asset Purchase Agreement (as hereinafter defined); and
WHEREAS, if Florsheim and Florsheim Pacific (each as hereinafter
defined) exercise the Pacific Rim Option (as hereinafter defined) subsequent to
the date of this Agreement, subject to certain terms and conditions of this
Agreement and the terms and conditions of the Pacific Rim Asset Purchase
Agreement (as hereinafter defined), the Buyer shall purchase and assume, as
applicable, from Florsheim Pacific the Pacific Rim Assets and Liabilities (as
hereinafter defined);
NOW, THEREFORE, in consideration of the Recitals and of the mutual
covenants, conditions and agreements set forth in this Agreement and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is hereby agreed that:
ARTICLE I
DEFINITIONS
When used in this Agreement, the following terms shall have the
meanings specified:
1
{PAGE}
1.1 Accounts. "Accounts" shall mean all accounts receivable, notes
and associated rights owned by any Seller, the categories of which are set forth
on the Disclosure Schedule, but excluding such accounts receivable, notes and
rights specifically related to Florsheim's license with John Deere & Company and
any intercompany accounts, accounts receivable, notes and associated rights
reflecting amounts owed to a Seller by another Seller or a an Affiliate of any
other Seller.
1.2 Accrued Expenses. "Accrued Expenses" shall mean the liabilities
and obligations of any Seller under or with respect to the Purchased Contracts,
Purchased Leases, Existing Permits and any other assets included in the
Purchased Assets arising or accruing after the filing of the Bankruptcy Case and
prior to the Closing Date and which Buyer agrees to assume and which are listed
on an update to the Disclosure Schedule delivered to Buyer at least two (2)
Business Days prior to Closing but only to the extent that: (i) such liabilities
and obligations do not represent any indebtedness for borrowed money or any
obligations of a Seller to any Affiliate of a Seller; (ii) such liabilities and
obligations have been incurred in the ordinary course of business; and (iii) a
credit is made against the Purchase Price for such liabilities and obligations
pursuant to Section 1.41.
1.3 Affiliate. "Affiliate" of any Person shall mean any Person
controlling such Person, controlled by such Person or under common control with
such Person, by ownership of equity interests, contract or otherwise; provided,
however, that "Affiliate" shall not include any shareholder of Florsheim or
Weyco Group, Inc. or any Person controlling any such shareholder.
1.4 Agreement. "Agreement" shall mean this Asset Purchase Agreement,
together with the Exhibits attached hereto and the Disclosure Schedule, as the
same may be amended from time to time in accordance with the terms hereof.
1.5 Agreement Sections. The following terms shall have the meanings
specified in the Sections of this Agreement listed in the following table.
137777
|
Deere
As referenced in this Asset Purchase Agreement:
Deere & Company – excluding such accounts receivable, notes and
rights specifically related to Florsheim's license with John Deere & Company and
any intercompany accounts, accounts receivable, notes and associated rights
reflecting amounts owed to
Deere &
Company – Inventory. "John Deere Inventory" means all
inventory specifically associated with Florsheim's license with John Deere &
Company .
1.34 Knowledge of Sellers. "Knowledge of Sellers" shall mean the
actual knowledge of
Deere & Company – to tax
refunds and tax rebates; (c) Sellers' accounts receivable and related license
with John Deere & Company and the John Deere Inventory; (d) Florsheim's
warehouse located in Jefferson City, Missouri; (
dt 28470
;
Florsheim
As referenced in this Asset Purchase Agreement:
FLORSHEIM GROUP – 3
{FILENAME}c68099ex2-1.txt
{DESCRIPTION}ASSET PURCHASE AGREEMENT
{TEXT}
{PAGE}
Exhibit 2.1
ASSET PURCHASE AGREEMENT
BY AND AMONG
WEYCO GROUP, INC.
FLORSHEIM GROUP INC.
AND
THE OTHER SELLERS IDENTIFIED HEREIN
DATED AS OF MARCH 3, 2002
{PAGE}
TABLE OF CONTENTS
{TABLE}
{S} {C}
ARTICLE I DEFINITIONS..............................................
_____________
FLORSHEIM
GROUP – THIS ASSET PURCHASE AGREEMENT is made as of this 3rd day of March,
2002 between and among WEYCO GROUP, INC., a Wisconsin corporation, FLORSHEIM
GROUP INC., a Delaware corporation, and those subsidiaries of Florsheim Group
Inc. that are identified as a Seller on the signature pages hereto.
RECITALS
_____________
Florsheim Group
– day of March,
2002 between and among WEYCO GROUP, INC., a Wisconsin corporation, FLORSHEIM
GROUP INC., a Delaware corporation, and those subsidiaries of Florsheim Group
Inc. that are identified as a Seller on the signature pages hereto.
RECITALS
WHEREAS, following the date hereof, each of the Sellers
_____________
Florsheim Group – the unaudited financial statements of Florsheim and
its subsidiaries for the interim period ended September 29, 2001.
1.26 Florsheim. "Florsheim" shall mean Florsheim Group Inc., a
Delaware corporation.
1.27 GAAP. "GAAP" shall mean U.S. generally accepted accounting
principles as applied on a consistent basis.
1.
_____________
Florsheim Group – and until any of such
parties notifies the others in accordance with this Section of a change of
address:
If to the Sellers: Florsheim Group Inc.
Attention: Peter P. Corritori, Jr.
200 North LaSalle Street
Chicago, IL 60601-1014
Fax No.: 312-458-2540
with a copy to (
_____________
dt 95917
;
Quarles & Brady
As referenced in this Asset Purchase Agreement:
Quarles & Brady, – shall mean the conference to be held on the
Closing Date at the offices of Quarles & Brady, LLP, 411 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202, or such other time and place
Quarles & Brady, – 53202
Fax No.: 414-291-4558
with a copy to (which shall not constitute notice):
Quarles & Brady, LLP
Attention: Patrick M. Ryan
411 East Wisconsin Avenue
Milwaukee, WI 53202
Fax No:
dt 33356
;
|
Weyco
As referenced in this Asset Purchase Agreement:
WEYCO GROUP, – DESCRIPTION}ASSET PURCHASE AGREEMENT
{TEXT}
{PAGE}
Exhibit 2.1
ASSET PURCHASE AGREEMENT
BY AND AMONG
WEYCO GROUP, INC.
FLORSHEIM GROUP INC.
AND
THE OTHER SELLERS IDENTIFIED HEREIN
DATED AS OF MARCH
WEYCO GROUP, – PURCHASE AGREEMENT is made as of this 3rd day of March,
2002 between and among WEYCO GROUP, INC., a Wisconsin corporation, FLORSHEIM
GROUP INC., a Delaware corporation, and those subsidiaries of
Weyco Group, – contract or otherwise; provided,
however, that "Affiliate" shall not include any shareholder of Florsheim or
Weyco Group, Inc. or any Person controlling any such shareholder.
1.4 Agreement. "Agreement" shall mean
Weyco Group, – and Milwaukee, Wisconsin are authorized or obligated to close.
1.9 Buyer. "Buyer" shall mean Weyco Group, Inc., a Wisconsin
corporation, or any assignee or assignees permitted by Section 9.8
Weyco Group, – Madison Avenue
New York, NY 10022
Fax No.: 212-872-1002
If to the Buyer: Weyco Group, Inc.
Attention: John Wittkowske
333 West Estabrook Boulevard
Milwaukee, WI 53212
Fax No.: 414-
dt 20981
;
Akin Gump
As referenced in this Asset Purchase Agreement:
Akin, Gump – 10022
Fax No.: 212-593-0309
with a copy to (which shall not constitute notice):
Akin, Gump , Strauss, Hauer & Feld, L.L.P.
Attention: Lisa G. Beckerman, Esq. and
Stephen B.
dt 29120
;
More... |
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Subscribers | 2001 |
Asset Purchase Agreement
Asset Purchase Agreement (94K)
Doc #289938: Click preview link for longer preview.
ASSET
PURCHASE
AGREEMENT
between
e*machinery.net, Inc. ("EMAC" or "Buyer")
and
WESTERN POWER & EQUIPMENT CORP. ("WPEC" or "Seller")
TABLE OF CONTENTS
1.
Definitions
1
2.
Basic Transaction
4
(a)
Purchase and Sale of Assets
4
(b)
Title to Assets
4
(c)
Purchase Price
4
(d)
The Closing
5
(e)
Deliveries at the Closing
5
(f)
Allocation
6
3.
Representations . . .
289938
|
e*machinery.net
As referenced in this Asset Purchase Agreement:
*machinery.net, Inc. –
Prepared by MERRILL CORPORATION
EX-1 3 a2059850zex-1.htm EXHIBIT 1
QuickLinks -- Click here to rapidly navigate through this document
ASSET
PURCHASE
AGREEMENT
between
e*machinery.net, Inc. ("EMAC" or "Buyer")
and
WESTERN POWER & EQUIPMENT CORP. ("WPEC" or "Seller")
TABLE OF CONTENTS
1.
Definitions
1
2.
Basic Transaction
4
(a)
Purchase and Sale of Assets
4
(
_____________
*MACHINERY.NET, INC. – 23
(r)
Submission to jurisdiction
23
(s)
Bulk Transfer Laws
23
(t)
Investment Purpose
24
ASSET PURCHASE AGREEMENT
Agreement entered into effective as of September , 2001, by and between E*MACHINERY.NET, INC. , a Delaware corporation whose main administrative address is 1400 Medford Plaza, Route 70 and Hartford Road, Medford, New Jersey 08055 (hereinafter referred to as "EMAC" or "Buyer") and WESTERN
_____________
*machinery.net, inc. – or has the power to vote or direct the voting of sufficient securities to elect a majority of the directors.
"Seller" means WP-O, an Oregon corporation.
"Stock of e*machinery.net, inc. " means restricted common stock of e*machinery.net, inc.
"Tax" means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall
_____________
*machinery.net, inc. – voting of sufficient securities to elect a majority of the directors.
"Seller" means WP-O, an Oregon corporation.
"Stock of e*machinery.net, inc." means restricted common stock of e*machinery.net, inc.
"Tax" means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code Sec. 59A), customs
_____________
*machinery.net, inc. – of employees comprising the majority of the employees of any department that he, she or they intend to terminate employment with WP-O, or that if offered employment by e*machinery.net, inc. or New Corp. that they would not accept same. WPEC is not a party to or bound by any collective bargaining agreement, nor has it experienced any strikes, grievances,
_____________
dt 1448015
;
e*machinery.net
As referenced in this Asset Purchase Agreement:
*machinery.net, Inc. –
Prepared by MERRILL CORPORATION
EX-1 3 a2059850zex-1.htm EXHIBIT 1
QuickLinks -- Click here to rapidly navigate through this document
ASSET
PURCHASE
AGREEMENT
between
e*machinery.net, Inc. ("EMAC" or "Buyer")
and
WESTERN POWER & EQUIPMENT CORP. ("WPEC" or "Seller")
TABLE OF CONTENTS
1.
Definitions
1
2.
Basic Transaction
4
(a)
Purchase and Sale of Assets
4
(
_____________
*MACHINERY.NET, INC. – 23
(r)
Submission to jurisdiction
23
(s)
Bulk Transfer Laws
23
(t)
Investment Purpose
24
ASSET PURCHASE AGREEMENT
Agreement entered into effective as of September , 2001, by and between E*MACHINERY.NET, INC. , a Delaware corporation whose main administrative address is 1400 Medford Plaza, Route 70 and Hartford Road, Medford, New Jersey 08055 (hereinafter referred to as "EMAC" or "Buyer") and WESTERN
_____________
*machinery.net, inc. – or has the power to vote or direct the voting of sufficient securities to elect a majority of the directors.
"Seller" means WP-O, an Oregon corporation.
"Stock of e*machinery.net, inc. " means restricted common stock of e*machinery.net, inc.
"Tax" means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall
_____________
*machinery.net, inc. – voting of sufficient securities to elect a majority of the directors.
"Seller" means WP-O, an Oregon corporation.
"Stock of e*machinery.net, inc." means restricted common stock of e*machinery.net, inc.
"Tax" means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code Sec. 59A), customs
_____________
*machinery.net, inc. – of employees comprising the majority of the employees of any department that he, she or they intend to terminate employment with WP-O, or that if offered employment by e*machinery.net, inc. or New Corp. that they would not accept same. WPEC is not a party to or bound by any collective bargaining agreement, nor has it experienced any strikes, grievances,
_____________
dt 1307993
;
| |
| Preview
Subscribers | 2000 |
Asset Purchase Agreement
Asset Purchase Agreement (67K)
Doc #289950: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
between
WESTERN POWER & EQUIPMENT, L.L.C.,
and
WESTERN POWER & EQUIPMENT CORP.
Dated as of November 1, 2000
This ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of the 1st day of November, 2000 by and between WESTERN POWER & EQUIPMENT, L.L.C., a Delaware limited liability company ("Purchaser") and WESTERN POWER & EQUIPMENT CORP., a Delaware corporation ("Seller" and, together with Purchaser, the "Parties").
R E C I T A L S
A. Seller . . .
289950
| |
Kaye Scholer
As referenced in this Asset Purchase Agreement:
Kaye, Scholer – and thereto, and the transactions contemplated hereby and thereby, plus (B) the amount of Purchaser's fees and expenses which are payable to Kaye, Scholer , Fierman, Hays & Handler, LLP ("KS"); provided, however, that for purposes of this calculation, the amount payable to KS may not exceed $75,
_____________
Kaye, Scholer – L.L.C.
4601 N.E. 77th Avenue
Vancouver, WA 98662
Attention: Charles Dean McLain
Telecopy: (360) 892-7927
With a copy to: Kaye, Scholer , Fierman, Hays & Handler, LLP
425 Park Avenue
New York, NY 10022
Attention: Rory A. Greiss
Telecopy: (212) 836-8689
14.3 Amendments.
_____________
dt 234265
|
| Preview
Subscribers | 2002 |
Stock Purchase Agreement
Stock Purchase Agreement (198K)
Doc #352683: Click preview link for longer preview.
STOCK PURCHASE AGREEMENT
Dated as of May 3, 2002
Among
MILACRON INC.,
MILACRON B.V.
And
KENNAMETAL INC.
TABLE OF CONTENTS
Page
ARTICLE I
Purchase and Sale of the Shares; Closing;
and Post-Closing Purchase Price Adjustment
SECTION 1.01.
Purchase and Sale of the Shares
2
SECTION 1.02.
Closing Date
2
SECTION 1.03.
Transactions To Be Effected at the Closing
3
SECTION 1.04.
Post-Closing Purchase Price Adjustment
3
ARTICLE II
Representations and Warranties of Seller
SECTION 2.01.
Organization and . . .
352683
|
Kennametal
As referenced in this Stock Purchase Agreement:
KENNAMETAL INC – mz8k050602-exh21.htm MILACRON INC FORM 8K 050602 EXHIBIT 2.1
Exhibit 2.1
STOCK PURCHASE AGREEMENT
Dated as of May 3, 2002
Among
MILACRON INC.,
MILACRON B.V.
And
KENNAMETAL INC .
TABLE OF CONTENTS
Page
ARTICLE I
Purchase and Sale of the Shares; Closing;
and Post-Closing Purchase Price Adjustment
SECTION 1.01.
Purchase and Sale of the Shares
2
_____________
KENNAMETAL INC – Agreement"), among MILACRON INC., a Delaware corporation ("Parent"), MILACRON B.V., a company organized under the laws of The Netherlands and an indirect wholly owned subsidiary of Parent ("Seller"), and KENNAMETAL INC ., a Pennsylvania corporation ("Purchaser").
WHEREAS Purchaser desires to purchase from Seller, and Seller desires to sell to Purchaser, (i) all the existing ordinary shares ("the "Milacron Germany Ordinary Shares")
_____________
Kennametal Inc – 513) 487-5969
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
Attention:
Facsimile:
Mark I. Greene, Esq.
(212) 474-3700
(iii)
if to Purchaser,
Kennametal Inc .
1600 Technology Way
Latrobe, PA 15650
Attention:
Facsimile:
David W. Greenfield, Vice
President, Secretary and General
Counsel
(724) 539-3839
with a copy to:
Buchanan Ingersoll Professional
Corporation
One
_____________
KENNAMETAL INC – s/ Ronald D. Brown
Name: Ronald D. Brown
Title: Chairman, President
and Chief Executive Officer
MILACRON B.V.,
By
/s/ G. van Deventer
Name: G. van Deventer
Title: Managing Director
KENNAMETAL INC .,
by
/s/ Stanley B. Duzy, Jr.
Name: Stanley B. Duzy, Jr.
Title: Vice President and Chief
Administrative Officer
_____________
dt 754438
;
Milacron
As referenced in this Stock Purchase Agreement:
MILACRON INC –
Stock Purchase Agreement 05/03/02
EX-2 4 mz8k050602-exh21.htm MILACRON INC FORM 8K 050602 EXHIBIT 2.1
Exhibit 2.1
STOCK PURCHASE AGREEMENT
Dated as of May 3, 2002
Among
MILACRON INC.,
MILACRON B.V.
And
KENNAMETAL INC.
TABLE OF
_____________
MILACRON INC – 05/03/02
EX-2 4 mz8k050602-exh21.htm MILACRON INC FORM 8K 050602 EXHIBIT 2.1
Exhibit 2.1
STOCK PURCHASE AGREEMENT
Dated as of May 3, 2002
Among
MILACRON INC .,
MILACRON B.V.
And
KENNAMETAL INC.
TABLE OF CONTENTS
Page
ARTICLE I
Purchase and Sale of the Shares; Closing;
and Post-Closing Purchase Price Adjustment
SECTION 1.01.
Purchase
_____________
MILACRON INC – Widia Spain Ordinary Shares
Recital
Widia U.K.
Recital
Widia U.K. Ordinary Shares
Recital
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT dated as of May 3, 2002 (this "Agreement"), among MILACRON INC ., a Delaware corporation ("Parent"), MILACRON B.V., a company organized under the laws of The Netherlands and an indirect wholly owned subsidiary of Parent ("Seller"), and KENNAMETAL INC., a
_____________
Milacron Inc – day following sending by overnight delivery via an international courier service and, in each case, addressed to a party at the following address for such party:
(i)
if to Parent,
Milacron Inc .
2090 Florence Avenue
Cincinnati, OH 45206-2425
Attention:
Facsimile:
General Counsel
(513) 487-5969
with a copy to:
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York,
_____________
Milacron Inc – 474-3700
(ii)
if to Seller
Milacron B.V.
P.O. Box 463
3130 AL Vlaardingen
The Netherlands
Attention:
Facsimile:
Managing Director
31 10 4450 056
with a copy to:
Milacron Inc .
2090 Florence Avenue
Cincinnati, OH 45206-2425
Attention:
Facsimile:
and
General Counsel
(513) 487-5969
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
_____________
dt 1533910
;
Lehman Brothers
As referenced in this Stock Purchase Agreement:
Lehman Brothers, Inc – by this Agreement, except, as to Parent and Seller, Credit Suisse First Boston Corporation, whose fees and expenses will be paid by Parent and, as to Purchaser and its affiliates, Lehman Brothers, Inc ., whose fees and expenses will be paid by Purchaser.
SECTION 5.06. Employee Matters. (a) General Obligation. On and after the Closing Date, Purchaser shall cause each of the
_____________
dt 747553
;
|
Buchanan
As referenced in this Stock Purchase Agreement:
Buchanan Ingersoll – iii)
if to Purchaser,
Kennametal Inc.
1600 Technology Way
Latrobe, PA 15650
Attention:
Facsimile:
David W. Greenfield, Vice
President, Secretary and General
Counsel
(724) 539-3839
with a copy to:
Buchanan Ingersoll Professional
Corporation
One Oxford Centre, 20th Floor
301 Grant Street
Pittsburgh, PA 15219
Attention:
Facsimile:
Ronald Basso, Esq.
(412) 562-1041
or to such other address(es) as shall be
_____________
dt 753110
;
Cravath
As referenced in this Stock Purchase Agreement:
Cravath, Swaine – the Shares is referred to in this Agreement as the "Acquisition".
SECTION 1.02. Closing Date. The closing of the Acquisition (the "Closing") shall take place at the offices of Cravath, Swaine & Moore, 825 Eighth Avenue, New York, New York 10019, at 10:00 a.m. on the fifth business day following the satisfaction (or, to the extent permitted, the
_____________
Cravath, Swaine – the following address for such party:
(i)
if to Parent,
Milacron Inc.
2090 Florence Avenue
Cincinnati, OH 45206-2425
Attention:
Facsimile:
General Counsel
(513) 487-5969
with a copy to:
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
Attention:
Facsimile:
Mark I. Greene, Esq.
(212) 474-3700
(ii)
if to Seller
Milacron B.V.
P.
_____________
Cravath, Swaine – Netherlands
Attention:
Facsimile:
Managing Director
31 10 4450 056
with a copy to:
Milacron Inc.
2090 Florence Avenue
Cincinnati, OH 45206-2425
Attention:
Facsimile:
and
General Counsel
(513) 487-5969
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
Attention:
Facsimile:
Mark I. Greene, Esq.
(212) 474-3700
(iii)
if to Purchaser,
Kennametal Inc.
1600 Technology
_____________
dt 753939
|
| Preview
Subscribers | 2003 |
Asset Purchase Agreement [Amendment No. 1]
Asset Purchase Agreement [Amendment No. 1] (242K)
Doc #378575: Click preview link for longer preview.
FIRST AMENDMENT TO
ASSET PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT, dated as of February 21,
2003 (this "Amendment"), is entered into by and among AK Steel Corporation, a
Delaware corporation ("Buyer"), and National Steel Corporation, a Delaware
corporation (the "Company").
WHEREAS, Buyer, the Company and certain of the Company's subsidiaries
(collectively with the Company, "Sellers" and each a "Seller") are parties to
that certain Asset Purchase Agreement, dated as of January 30, 2003 (the
"Purchase Agreement") pursuant to which Buyer has agreed to purchase the assets
and assume the liabilities relating to the Business (as defined in the Purchase
Agreement) as are specified in the Purchase Agreement, all in the manner and
subject to the terms and conditions set forth in the Purchase Agreement and
pursuant to, inter alia, Sections 363 and 365 of the Bankruptcy Code; and
WHEREAS, pursuant to Section 7.20 of the Purchase Agreement, Buyer and the
Company desire to amend the Purchase Agreement and the schedules thereto to
reflect that National Steel Pellet Company is a Seller and Buyer's purchase of
all assets related thereto and to add as Sellers other parties necessary to
effectuate the foregoing.
WHEREAS, pursuant to Section 11.6 of the Purchase Agreement, Buyer and the
Company desire to amend the Purchase Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises, and the representations,
warranties, covenants and agreements contained in the Purchase Agreement, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and intending to be legally bound hereby, the parties
hereto agree as follows:
1. Amendment of Section 1.1.
(a) Accounts Payable. The definition of the term "Accounts Payable"
is hereby amended and restated in its entirety to read as follows:
""Accounts Payable" shall mean those trade accounts payable of
Sellers relating to the Business or the Acquired Assets, incurred in
bona fide business transactions in the ordinary course of business
after the commencement |