Exhibit 3
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STOCK REDEMPTION AGREEMENT
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THIS STOCK REDEMPTION AGREEMENT ("Agreement") for redemption of
certain shares of the capital stock of The San Francisco Company, a Delaware
corporation ("Buyer"), is made as of November 19, 1999 by and between Buyer, and
Xxxx Xxxxx, an individual resident of California, as Trustee under a Voting
Trust Agreement ("Voting Trust Agreement") entered into as of November 30, 1998
by and among Putra Massagung, PT Gunung Agung and Xx. Xxxxx ("Seller").
I. PURCHASE AND SALE OF SHARES
A. Agreement to Purchase Shares. Seller agrees to sell to Buyer 2,802,769
shares of Buyer's Class A Common Stock (the "Shares"), and Buyer agrees to
purchase and redeem the Shares for consideration in the amount set forth, and
payable in the manner provided, in Section 2.
B. Closing. Consummation of the purchase and sale of the Shares (the
"Closing") shall take place as soon as practicable after the execution of this
Agreement at such location and on such date as shall be agreed to by the parties
(the "Closing Date").
II. PURCHASE PRICE AND PAYMENT
A. Purchase Price. Buyer shall pay to Seller, US$ 2,000,000.00 in
immediately available funds to Seller's account with the Bank of San Francisco
(the "Bank") in full payment for the Shares.
B. Delivery of Shares. At the Closing, Seller shall sell transfer, assign
and deliver the Shares to Buyer by delivering to Buyer a certificate evidencing
the Shares, duly endorsed in blank or accompanied by a stock power duly endorsed
in blank, satisfactory form and substance to Buyer.
C. Remittance of Funds. For the convenience of Seller, Buyer shall cause
the Bank to remit the purchase price on Seller' behalf to the parties and in
the amounts set forth in Exhibit A to this Agreement. Seller shall execute such
wire transfer instructions as the Bank may reasonably request, and shall pay the
Bank's customary and reasonable wire transfer fees. The Bank shall not be
responsible for, and the Seller shall indemnify and hold the Bank harmless
against, any and all claims, damages, liabilities and the like, including
without limitation related legal and other expenses, arising out of the
remittance of the purchase price as set forth in Exhibit A.
III. REPRESENTATIONS AND WARRANTIES OF THE PARTIES
A. Representations and Warranties of Buyer. Buyer hereby represents and
warrants to Seller that:
1. Buyer is a corporation duly organized, validly existing and in good
standing under the laws of Delaware and has all requisite power and authority to
execute this Agreement and to perform Buyer's obligations hereunder.
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2. Each person signing this Agreement on behalf of Buyer has been duly
authorized to do so by all necessary corporate action and has the power and
authority to execute this Agreement on behalf of Buyer.
3. All corporate action on the part of Buyer and Buyer's officers and
directors necessary for the authorization, execution and deliver of this
Agreement and for the performance of all of Buyer's obligations hereunder has
been taken and this Agreement, when executed and delivered, shall constitute the
valid and legally binding obligation of Buyer, enforceable against Buyer in
accordance with its terms.
B. Representations and Warranties of Seller. Seller hereby represents and
warrants to Buyer that:
1. Seller is a competent individual resident of California and has all
requisite capacity and authority to execute this Agreement and to perform
Seller's obligations hereunder. This Agreement, when executed and delivered,
shall constitute the valid and legally binding obligation of Seller, enforceable
against Seller in accordance with its terms.
2. Seller is the holder of record, but not the beneficial owner, of the
Shares. The beneficial owner of the Shares has duly authorized and instructed
Seller to enter into and perform this Agreement and to sell the Shares in
accordance with the terms of this Agreement.
3. To the knowledge of Seller (without inquiry), except for relevant
provisions of the Voting Trust Agreement and restrictions on disposition of the
Shares pursuant to the Securities Act of 1933, the Shares are held by Seller
free and clear of any lien, pledge, encumbrance, charge, equity, claim, warrant,
right, call or option of whatever nature and any other limitation or restriction
(including any restriction on the right to vote, sell or otherwise dispose of
such Shares). Subject to the preceding sentence, Seller will transfer and
deliver or cause to be transferred and delivered to Buyer valid title to the
Shares free and clear of any lien, pledge, encumbrance, charge, equity, claim,
warrant, call or option of whatever nature and free and clear of any other
limitation or restriction.
C. Survival. The representations and warranties contained in this
Agreement shall survive the execution and delivery of this Agreement and the
Closing.
IV. GENERAL
A. Governing Law. This Agreement shall be governed by the laws of the
State of California without application of its conflicts of laws principles.
B. Entire Agreement and Amendment. This Agreement sets forth the entire
understanding and supersedes all prior and contemporaneous agreements between
the parties relating to the subject matter contained herein. No party hereto
shall be bound by any amendment or modification of this Agreement unless it is
in writing and signed by a duly authorized representative of the party to be
bound thereby.
C. Successors and Assigns. This Agreement shall bind and shall inure to
the benefit of the successors and assigns of both parties.
D. Further Assurances. Each of the parties shall from time to time at the
request of the other party, and without further consideration, execute and
deliver such instruments and documents and take such other actions, as
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may be reasonably necessary to sell and transfer to Buyer the Shares to be sold
and transferred hereunder.
The parties hereto have caused this Agreement to be executed as of the date
first written above.
Xxxx Xxxxx, as Trustee The San Francisco Company
/s/ Xxxx Xxxxx By: /s/ Xxxxx X. Xxxxxxxx
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Its:
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EXHIBIT A
Class of Stock Number of Shares
Class A Common stock 28,224,533
