ASSET PURCHASE AGREEMENT
Exhibit
10.29
THIS
ASSET PURCHASE AGREEMENT (the
“Agreement”)
is
made and entered into as of this 2nd day of February, 2002, by and between
Magnetech Industrial Services, Inc. a [corporation] (“Buyer”),
and
Xxxxx X. Xxxxxxx (“Trustee”)
solely
in his capacity as Chapter 11 Trustee for and on behalf of Grand Eagle, Inc.,
a
Delaware corporation, Grand Eagle Services, Inc., a Delaware corporation,
Grand
Eagle Distribution, Inc., a Delaware corporation, Grand Eagle Services North
America, Inc., a Georgia corporation, North American Coil Corporation, a
Delaware corporation, and Ohio Transformer, Inc., an Ohio corporation, debtors
(collectively, the “Sellers”).
RECITALS
A. Sellers
are debtors in proceedings for reorganization under chapter 11 of Title l
1 (the
“Bankruptcy
Code”)
of the
United States Code currently pending in the United States Bankruptcy Court
for
the Northern District of Ohio, Eastern Division (the “Bankruptcy
Court”),
in
jointly administered cases designated on the docket of the Bankruptcy Court
as
Case Nos. 01-54821 to 01-54826 (collectively the “Cases”).
B. On
December 13, 2001, the United States Trustee for Region IX appointed the
Trustee
as trustee for the Sellers, to perform the duties of a trustee under Sections
1106 and 1108 of the Bankruptcy Code in the Cases.
X. Xxxxxxx’
businesses consist of three business units known and identified as the Motors
Division, the Transformer Division and the Breakers Division.
D. The
Trustee and Sellers desire to sell, and Buyer desires to purchase, on the
terms
and conditions herein set forth, substantially all of the assets owned and
used
by Sellers in the conduct of the business operations of the Motor Division
locations, Huntington, WV, Indianapolis, IN, Mobile, AL (the “Business”).
NOW,
THEREFORE, for
good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Transfer
of Assets.
1.1. Purchase
and Sale of Assets.
On the
Closing Date (as hereinafter defined), in consideration of the respective
covenants, representations and obligations of Sellers and Buyer hereunder,
and
subject to the conditions hereinafter set forth, Sellers shall sell, assign,
transfer, convey and deliver to Buyer, and Buyer shall purchase from Sellers,
all right, title and interest of Sellers in and to all properties, assets
and
rights of any kind and nature, whether tangible or intangible, and wherever
located and by whomsoever possessed (other than the Excluded Assets as defined
below) that are used exclusively in the Business (collectively, the “Acquired
Assets”), including, without limitation, all of Sellers’ right, title and
interest in and to the following assets of the Business:
1.1.1. Leases
and Contracts.
Sellers’ right, title and interest: (i) in and to all rights as lessee under
certain real property leases (collectively, the “Real
Property
Leases”);
(ii)
in and to all rights as lessee under certain equipment, personal property
and
intangible property leases, rental agreements, licenses, contracts, agreements
and similar arrangements (collectively, the “Other
Leases”);
and
(iii) as a party to certain other contracts, leases, orders, purchase orders,
licenses, contracts, agreements and similar arrangements, including, without
limitation, all confidentiality agreements executed by any potential bidder
in
connection with the proposed sale of the Business by the Trustee (collectively,
the “Other Contracts” and together with the Other Leases, the “Other
Leases and Contracts”),
all
solely to the extent Buyer determines to assume, in Buyer’s sole discretion, the
Real Property Leases and Other Leases and Contracts (as such, collectively,
the
“Assumed
Executory Contracts”).
Buyer
shall identify the Assumed Executory Contracts on Exhibit A to be attached
to
this Agreement and incorporated herein on or before th; Sale Approval Date
(as
defined in Section 8.3.1.1 below).
1.1.2. Real
Property and Improvement.
All
real
property used exclusively in the Business and all improvements, and all
appurtenances to such improvements, located on such real property, including
on
real property occupied by Sellers under the Real Property Leases, including,
without limitation, buildings, outside storage areas, driveways, walkways
and
parking areas (collectively, the “Improvements”).
1.1.3. Personal
Property.
All
equipment and tangible personal property used exclusively in connection with
the
Business, including, without limitation, all such’ furniture, vehicles,
machinery, equipment, tools, dies, spare parts, computers, fixtures, trade
fixtures and furnishings (collectively, the “Personal
Property”).
As
used in this Agreement, the .Personal Property shall not include the Inventory,
(as defined in Section 1.1.6 below). The Personal Property shall also expressly
exclude any equipment or other tangible property held by Sellers pursuant
to a
lease, rental agreement, contract, license or similar arrangement (a
“Contract”)
respecting which Buyer does not assume and assign to Buyer the underlying
Contract relating to such personal property on the Closing Date.
1.1.4. Property.
All
intangible personal property used exclusively in connection with the Business,
but in all cases only to the extent transferable, together with all books,
records and like items pertaining to the Business, including, without
limitation, the goodwill of the Business, patents, patent applications,
trademarks, trade names, service marks, logos, internet domain names, designs,
drawings, formulae and copyrights, all plans and specifications for the
Improvements, catalogues, customer lists and other data bases, correspondence
with and information related to past, present or prospective customers and
suppliers, advertising materials, cost information, pricing information,
software programs, and telephone exchange numbers identified exclusively
with
the Business (collectively, the “Intangible
Property”).
As
used in this Agreement, Intangible Property shall in all events exclude,
(i) any
materials containing privileged communications or information about employees,
disclosure of which would violate an employee’s reasonable expectation of
privacy and any other materials which are subject to attorney-client or other
privilege and (ii) any software or other item of intangible property held
by
Sellers pursuant to a license or other Contract which is not an Assumed
Executory Contract.
2
1.1.5. Receivables.
All
trade
and other accounts receivable (collectively, the “Receivables”).
As
used in this Agreement, Receivables shall in all events exclude instruments,
receivables, accounts receivable and unbilled costs and fees owing from one
or
more of the Sellers to another one or more of the Sellers.
1.1.6. Inventory.
All
supplies, goods, raw materials, work in process, inventory, finished goods
inventory and stock in trade (collectively, the “Inventory”).
1.1.7. Permits.
Subject
to the receipt by Buyer of any necessary governmental consents to their
transfer, all licenses, approvals, permits, franchises, certificates, orders,
exemptions, registrations, or other authorizations obtained in connection
with
the Business from governments and governmental, regulatory or administrative
agencies or authorities which are by their nature transferable to Buyer
(collectively, the “Permits”).
1.1.8. Prepayments.
Solely
to
the extent that they are exclusively attributable to the Business, all deposits,
prepayments and prepaid expenses (collectively, the “Prepayments”).
1.1.9. Other
Rights.
All
claims, causes of action, choses in action, rights of recovery and rights
of
set-off of any kind in favor of Sellers, and pertaining to, or arising out
of,
the Acquired Assets or the Business or offsetting any Assumed Liabilities
(as
defined below) including, without limitation, all rights under any contracts
or
agreements, oral or written, including, without limitation, any rights to
indemnification and any rights to enforce covenants restricting the disclosure
of confidential information relating to the Business, restricting competition
with Sellers as to the Business or restricting the hiring or solicitation
of any
persons who arc current or former employees of Sellers who worked in connection
with the conduct of the Business.
1.2. Excluded
Assets.
Notwithstanding anything to the contrary in this Agreement, the Acquired
Assets
shall be limited -to the items identified or described in Section 1.1 above
and
shall exclude all of the following (collectively, the “Excluded
Assets”):
(i) those items excluded pursuant to the provisions of Section 1.1
above;
(ii) all cash or cash equivalents, including non-marketable securities and
short-term investments; (iii) all preference or avoidance claims and
actions of Sellers, including, without limitation, any such claims and actions
arising under Sections 544, 547, 548, 549 and 550 of the Bankruptcy Code;
(iv)
Sellers’ rights under this Agreement and all cash and non-cash consideration
payable or deliverable to Sellers pursuant to the terms and provisions hereof;
(v) insurance proceeds, claims and causes of action with respect to
or
arising in connection with (A) any Contract which is not an Assumed Executory
Contract, or (B) any item of tangible or intangible property which is not
an
Acquired Asset, including, but not limited to (y) inventory, machinery,
equipment and other property owned by Sellers and stored or located in
facilities used by the Business, but attributable to business divisions of
Sellers other than the Business, and (z) those items listed on Exhibit C
attached hereto and incorporated herein; (vi) all claims and causes of action
of
Sellers not otherwise sold and assigned to Buyer as part of the Acquired
Assets
under the terms of this Agreement, including all of respective Sellers’ rights
in and to that certain litigation currently pending in the Common Pleas Court
of
Cuyahoga County, Ohio against ABB, Inc., et al., and pending as Case No.
436500
on the docket of such Court; (vii) any Real Property Lease, Other
3
Lease,
or
Other Contract to which Sellers are a party which is not an Assumed Executory
Contract; (viii) any rights to the name “Grand Eagle”, or any derivatives
thereof, the domain name xxx.xxxxxxxxxx.xxx or any goodwill associated with
either; (ix) all tax refunds and tax attributes: (x) the corporate charter,
seals, minute books, stock transfer records and other documents relating
solely
to the organization maintenance and existence of any of Sellers as a
corporation; (xi) all instruments, reccivables, accounts receivable and unbilled
costs and fees or causes of action relating to or pertaining to the foregoing,
including, without limitation those that may be owing from one or more of
the
Sellers to another one or more of the Sellers or (xii) any rights which Sellers
may have under policies of insurance (A) which relate or accrue to the Sellers
and are not exclusive to the Business (e.g. under insurance policies maintained
by the Sellers for the benefit of all Sellers’ business divisions) or (B) with
regards to occurrences prior to the Closing Date.
1.3. Instruments
of Transfer. The sale, assignment, transfer, conveyance and delivery of the
Acquired Assets to Buyer shall be made by assignments, bills of sale, and
other
instruments, transfers and conveyances provided for in Section3 below and
such
other instruments as may be reasonably requested by Buyer to transfer, convey,
assign and deliver Acquired Assets to Buyer.
2. Consideration.
2.1. Purchase
Price.
(a) The
cash
consideration to be paid by Buyer to Sellers (for the benefit of Sellers’
prepetition secured lenders (the “Secured Lenders”)) for the Acquired Assets
(the “Purchase Price”) shall be $2,170,000.00, subject to adjustment as provided
herein.
(b) The
Purchase Price shall be paid as follows:
(i) Buyer
shall deposit or has previously dep sited into escrow (the “Escrow”)
with
Benesch, Friedlander, Xxxxxx & Xxxxxxx, LLC (as holder of the Escrow, the
“Escrow
Holder”),
United States funds in the amount of $217,000.00, (the “Deposit”).
The
Deposit is nonrefundable except in the event of (x) the entry of the Approval
Order (as defined in Section 8.3.1.1 below) approving any party other than
Buyer
as the approved buyer of the Acquired Assets at the hearing on the Sale Motion
(as defined in Section 8.3.1.1 below); (y) the failure of a condition
to
Buyers’ obligations hereunder or (z) the termination of the transaction
contemplated by this Agreement by Sellers in accordance with Section 4.3(ii)
or
4.3 (iii) below (a “Buyer
Default Termination”).
At
the Closing, the Deposit shall be credited and applied toward payment of
the
Purchase Price in the manner specified in Section 2.1(b)(ii) below. In the
event
the Deposit becomes non-refundable by reason of a Buyer Default Termination,
Escrow Holder shall immediately disburse the Deposit to the Agent to be applied
against and on account of the senior secured claim against Sellers held by
Sellers’ Secured Lenders. If the transactions contemplated herein terminate by
reason of: (A) Sellers’ default, (B) the failure of a condition to Buyer’s
obligations, or (C) the consummation of a sale to a third party bidder as
described in Section 8.3.1 below, the Escrow Holder shall return to Buyer
the
Deposit.
4
(ii) On
the
Closing Date, Buyer shall pay and deliver, in immediately available United
States funds, to each third party that is owed a Cure Payment under Section
2.3
below the amount of such Cure Payment.
(iii) On
the
Closing Date, Buyer shall pay and deliver, in immediately available United
States funds, to Seller (A) the amount of Seventy-Five Percent (75%) of the
Purchase Price less all amounts paid to third parties as Cure Payments in
accordance with Section 2.1(b)(ii) above and (B) all amounts not otherwise
specifically mentioned in this Section 2.1(b) that Buyer may be required
to pay
pursuant to the terms of this Agreement including, without limitation, Buyer’s
pro rata share of the items described in Section 3.5 below.
2.2. LIQUIDATED
DAMAGES TO BUYER. BUYER AND SELLERS HEREBY ACKNOWLEDGE THAT, IN THE EVENT
THAT THE TRANSACTIONS CONTEMPLATED HEREIN FAIL TO CLOSE BY REASON OF SELLERS’
DEFAULT HEREUNDER, IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE
THE DAMAGES BUYER MAY SUFFER OR INCUR IN SUCH EVENT.
5
ACCORDINGLY,
BUYER AND SELLERS HEREBY AGREE THAT CONSIDERING ALL OF THE CIRCUMSTANCES
EXISTING AT THE EXECUTION OF THIS AGREEMENT, A REASONABLE ESTIMATE OF THE
TOTAL
DETRIMENT THAT BUYER WOULD SUFFER IN THE EVENT THAT THIS TRANSACTION FAILS
TO
CLOSE BY REASON OF SELLERS’ DEFAULT IS AND SHALL BE AN AMOUNT EQUAL TO BUYER’S
ACTUAL OUT-OF-POCKET COSTS AND EXPENSES INCURRED DIRECTLY RELATED TO THIS
TRANSACTION UP TO HE CLOSING AS DETERMINED AND APPROVED BY THE BANKRUPTCY
COURT.
EXCEPT AS OTHERWISE PROVIDED IN CLAUSES (ii) AND (iii) BELOW, SAID AMOUNT
SHALL
REPRESENT THE FULL, AGREED, AND LIQUIDATED DAMAGES TO WHICH BUYER IS ENTITLED
BY
REASON OF SELLERS’ DEFAULT AND BUYER HEREBY EXPRESSLY WAIVES ANY AND ALL OTHER
CLAIMS TO DAMAGES OR OTHER REMEDIES (WHETHER AT LAW OR IN EQUITY). THE PAYMENT
OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY,
BUT RATHER 1S INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO BUYER UPON SELLERS’
DEFAULT. AND BUYER’S ELECTION TO TERMINATE THIS AGREEMENT BY REASON THEREOF,
THIS AGREEMENT SHALL TERMINATE AND EXCEPT FOR (i) BUYER’S RIGHT TO COLLECT THE
AMOUNT OF SUCH LIQUIDATED DAMAGES, (ii) ANY PROVISIONS AND OBLIGATIONS
(INCLUDING, WITHOUT LIMITATION, ANY INDEMNITY .OBLIGATIONS) OF THIS AGREEMENT
WHICH BY THEIR TERMS SURVIVE ANY TERMINATION OF THIS AGREEMENT, AND (iii)
THE
PARTIES’ RESPECTIVE OBLIGATIONS UNDER SECTION 9.2 OF THIS AGREEMENT, THE PARTIES
HERETO SHALL BE RELIEVED OF ANY FURTHER LIABILITY OR OBLIGATION UNDER THIS
AGREEMENT. EACH PARTY SPECIFICALLY ACKNOWLEDGES AND CONFIRMS THE ACCURACY
OF THE
STATEMENTS SET FORTH ABOVE AND THAT THEY WERE REPRESENTED BY COUNSEL OF THEIR
CHOICE WHO FULLY EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION
AT THE TIME OF EXECUTION OF THIS AGREEMENT.
2.3. Assumed
Liabilities.
Buyer
shall, effective as of the Closing Date, be assigned Sellers’ right, title and
interest under the Assumed Executory Contracts and shall assume all liabilities
and obligations accruing under the Assumed Executory Contracts on and after
the
Closing Date (the “Assumed Liabilities”), provided that Buyer shall pay all cure
amounts owing under any of the Assumed Executory Contracts as of the Closing
which the Bankruptcy Court may order to be paid as a condition to the Sellers’
assumption and assignment to Buyer of any Assumed Executory Contract
(collectively “Cure
Payments”)
and
arising in connection with the use and operation of the Acquired Assets from
and
after the Closing Date. Other than the liabilities and obligations of Sellers
expressly assumed by Buyer hereunder, Buyer is not assuming and shall not
be
liable for any liabilities or obligations of Sellers or for any other claims,
liabilities or obligations in any way related to the conduct of the Business
or
the ownership, operation or possession of the Acquired Assets prior to the
Closing Date.
6
2.4.3. Resolution
of Closing Date Balance Sheet Disputes.
If
Buyer disputes the amount of the Actual Working Capital Balance as reflected
on
the Closing Date Balance Sheet prepared by Sellers, then, not later than
five
(5) calendar after Buyer’s receipt of the Closing Date Balance Sheet, Buyer
chall deliver to Sellers a notice setting forth the basis for Buyer’s objections
to the Actual Working Capital Balance calculations (the “Notice of Dispute”).
Upon receipt of the Notice of Dispute, Sellers shall promptly consult with
Buyer
with respect to the specified points of disagreement in an effort to resolve
the
dispute. If any such dispute cannot be resolved by Buyer and Sellers within
ten
(10) days after Buyer delivers the Notice of Dispute, Buyer and Sellers shall
refer the dispute to the Bankruptcy Court to finally and conclusively determine,
as soon as practicable, all points of disagreement with respect to the disputed
Actual Working Capital Balance calculations. If Buyer does not deliver to
Sellers a Notice of Dispute within five (5) calendar days after its receipt
of
the Closing Date Balance Sheet, then the Actual Working Capital Balance as
reflected on the Closing Date Balance Sheet prepared by Sellers shall become
final and conclusive.
3. Closing
Transactions.
3.1. Closing.
The
Closing of the transactions provided for herein (the “Closing”) shall take place
at the offices of Beneseh, Xxxxxxxxxxx, Coplan & Aronoff LLP, 0000 XX Xxxxx,
000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000.
3.2. Closing
Date.
The
Closing shall be held one (1) business day after entry of the Sale Orders
(as
defined in Section 8.3.1.1, below) or such other date as may be mutually
agreed
upon by Buyer and Sellers in writing (the “Closing
Date”).
Until
this Agreement is either terminated in accordance with Section 4.3 below
or the
Closing has occurred, the parties shall diligently continue to work to satisfy
all conditions to Closing and the transaction contemplated herein shall close
as
soon as such conditions are satisfied or waived.
7
3.3. Sellers’
Deliveries to Buyer at Closing.
On the
Closing Date, Sellers shall make the following deliveries to Buyer:
3.3.1. A
counterpart assignment and assumption of leases and contracts substantially
in
the form and content attached as Exhibit
“D”
hereto,
duly executed by the Trustee on behalf of Sellers, pursuant to which Sellers
assign all their right, title and interest in the Assumed Executory Contracts
(the “Assignment
of Leases and Contracts”).
3.3.2. A
xxxx of
sale, duly executed by the Trustee on behalf of Sellers, in. the form and
on the
terms of the xxxx of sale attached hereto as Exhibit
“E”,
pursuant to which Sellers transfer all their right, title and interest in
the
Personal Property, and the Inventory and the Receivables to Buyer (the
“Xxxx
of Sale”).
3.3.3. A
counterpart assignment of intangible property, duly executed by the Trustee
on
behalf of Sellers, in the form and content of the assignment of intangible
property attached as Exhibit
“F”,
hereto,
pursuant to which Sellers assign to Buyer all their right, title and interest,
if any, in and to the Intangible Property to Buyer (the “Assignment
of Intangible Property”).
3.3.4. A
counterpart noncompetition agreement, duly executed by the Trustee on behalf
of
Sellers in the form and content attached hereto as Exhibit
“G”
(the
“Noncompetition
Agreement”).
3.3.5. Any
such
other documents, funds or other things reasonably contemplated by this Agreement
to be delivered by Sellers to Buyer at the Closing.
3.4. Buyer’s
Deliveries to Sellers at Closing.
On the
Closing Date, Buyer shall make or cause to be made the following deliveries
to
Sellers:
3.4.1. Evidence
of payment to third parties of any Cure Payments required under Section 2.3
to
be paid at the Closing.
3.4.2. Evidence
of payment of that portion of the Purchase Price to be delivered by Buyer
directly to the Escrow Holder at the Closing under Section 2.1
(b)(iv).
3.4.3. That
portion of the Purchase Price to be delivered by Buyer directly to Sellers
at
the Closing under Section 2. 1 (b)(iii).
3.4.4. A
counterpart of the Assignment of Leases and Contracts, duly executed by
Buyer.
3.4.5. A
counterpart of the Assignment of Intangible Property, duly executed by
Buyer.
3.4.6. A
counterpart of the Noncompetition Agreement duly executed by Buyer.
8
3.4.7. Any
such
other documents, funds or other things reasonably contemplated by this Agreement
to be delivered by Buyer to Sellers and/or the Escrow Holder at the
Closing.
3.5. Prorations.
Any
prepaid rent and other prepaid amounts due from and paid by Sellers under
any of
the Assumed Executory Contracts shall be prorated between Sellers and Buyer
as
of the Closing Date on the basis of a thirty day month with Sellers responsible
for any amounts allocable prior to the Closing Date. Any deposits related
to the
Assumed Executory Contracts shall be paid to Sellers by Buyer on the Closing
Date. All liabilities and obligations other than the Assumed Liabilities
shall
remain with the Sellers, and all Assumed Liabilities shall be paid in full
or
otherwise satisfied by Buyer,
3.6. Sales,
Use and Other Taxes.
Any
sales, purchases, transfer, stamp, documentary stamp, use or similar taxes
under
the laws of the states in which any portion of the Acquired Assets is located,
or any subdivision of any such state, which may be payable by reason of the
sale
of the Acquired Assets under this Agreement or the transactions contemplated
herein shall be borne and timely paid by Buyer.
3.7. Possession.
Right
to possession of the Acquired Assets shall transfer to Buyer as of 5:00 p.m.
E.S.T. on the Closing Date. At the Closing, Sellers shall transfer and deliver
to Buyer on the Closing Date such keys, locks and safe combinations and other
similar items as Buyer may reasonably require to obtain occupation and control
of the Acquired Assets, and shall also make available to Buyer at their then
existing locations the originals of all documents in Sellers’ possession that
are required to be transferred to Buyer by this Agreement.
4. Conditions
Precedent to Closing.
4.1. Conditions
to Sellers’ Obligations.
The
Trustee’s and/or Sellers’ obligation to make the deliveries required of Sellers
at the Closing Date and to consummate the transaction contemplated hereby
shall
be subject to the satisfaction or waiver by the Trustee of each of the following
conditions on and as of the Closing:
4.1.1. All
of
the representations and warranties of Buyer contained herein shall continue
to
be true and correct in all material respects as if made as of the Closing
Date.
4.1.2. Buyer
shall have made all required deliveries pursuant to Section 3.4 of this
Agreement.
4.1.3. Buyer
shall have delivered to Sellers appropriate evidence of all necessary action
by
Buyer in connection with the transactions contemplated hereby, including,
without limitation: (i) certified copies of resolutions duly adopted by Buyer
approving the transactions contemplated by this Agreement and authorizing
the
execution, delivery, and performance by Buyer of this Agreement; and. (ii)
a
certificate as to the incumbency of officers of Buyer executing this Agreement
and any instrument or other document delivered in connection with the
transaction contemplated by this Agreement.
4.1.4. No
action, suit or other proceedings shall be pending before any court, tribunal
or
governmental authority seeking or threatening to restrain or prohibit the
9
consummation
of the transactions contemplated by this Agreement, or seeking to obtain
substantial damages in respect thereof, or involving a claim that consummation
thereof would result in the violation of any law, decree or regulation of
any
governmental authority having appropriate jurisdiction.
4.1.5. The
Bankruptcy Court shall have entered the Sale Orders in accordance with Section
8.3.1 below and the Sale Orders shall not have been stayed as of the Closing
Date.
4.2. Conditions
to Buyer’s Obligations.
Buyer’s
obligation to make the deliveries required of Buyer at the Closing shall
be
subject to the satisfaction or waiver by Buyer of each of the following
conditions on and as of the Closing:
4.2.1. Sellers,
and or the Trustee, on behalf of Sellers, shall have performed each and every
covenant on Sellers’ part to be performed on or before the Closing.
4.2.2. All
representations and warranties of Sellers contained herein shall continue
to be
true and correct at the Closing in all material respects as if made as of
the
Closing Date.
4.2.3. The
Trustee on behalf of Sellers shall have made all required deliveries pursuant
to
Section 3.3 of this Agreement.
4.2.4. No
action, suit or other proceedings shall be pending before any court; tribunal
or
governmental authority seeking or* threatening to restrain or prohibit the
consummation of the transactions contemplated by. this Agreement, or seeking
to
obtain substantial damages in respect thereof, or involving a claim that
consummation thereof would result in the violation of any law, decree or
regulation of any governmental authority having appropriate
jurisdiction.
4.2.5. The
Bankruptcy Court shall have entered the Sale Orders in accordance with Section
8.3.1 below and the Sale Orders shall not have been stayed as of the Closing
Date.
4.3. Termination.
Notwithstanding anything to the contrary in this Agreement, this Agreement
may
be terminated and the transactions contemplated hereby abandoned at any time
prior to the Closing (i) by mutual written consent of Sellers and Buyer,
(ii) by
either Sellers or Buyer if a material breach of any provision of this Agreement
has been committed by the other party and such breach has not been waived,
(iii) by Sellers if any of the conditions set forth in Section 4.1
shall
not have been satisfied or waived by Sellers, (iv) by Buyer if any of the
conditions set forth in Sections 4.2 shall not have been satisfied or waived
by
Buyer, or (v) by Sellers or Buyer if the Closing does not occur on or prior
to
March 15, 2002; provided, however, that the party seeking termination pursuant
to clause (ii), (iii), (iv) or (v) above is not in breach in any material
respects of any of its representations, warranties, covenants or agreements
contained in this Agreement.
10
5. Sellers’
Representations and Warranties. Sellers, jointly and severally,
hereby make the following representations and warranties to Buyer:
5.1. Validity
of Agreement.
Upon
entry of the Sale Orders by the Bankruptcy Court, this Agreement shall
constitute the valid and binding obligation of Sellers, enforceable against
Sellers in accordance with its terms.
5.2. Power
and Authority.
Upon
entry of the Sale Orders by the Bankruptcy Court, the Trustee, on behalf
of
Sellers, and Sellers (as the case may be), shall have all requisite power
and
authority to execute, deliver and perform this Agreement and each of the
transaction documents contemplated hereby (the “Transaction Documents”) to which
the Sellers are a party.
5.3. Conduct
of Business.
Since
commencement of the Cases, the Business has been operated in the ordinary
course
of business, consistent with past practices, taking into account the fact
of and
limitations resulting from Sellers’ bankruptcy filings and the
Cases.
5.4. Title
to the Acquired Assets; Adequacy and Sufficiency of Acquired
Assets.
Subject
to the entry and upon the terms of the Sale Orders by the Bankruptcy Court,
Sellers on the Closing Date will have the power and the right to sell, assign,
transfer, convey and deliver to Buyer, and will transfer and convey to Buyer
at
the Closing, and Buyer will acquire at . the Closing, all of Sellers’ rights,
title and interests in and to the Acquired Assets free and clear of any lease,
lien, security interest, claim, char e,yr mbrance whatsoever. To the Sellers’
knowledge the Acquired Assets are essentially all of the assets and properties
used in connection with the conduct of the Business.
5.5. Receivables.
Schedule 5.5
is a receivables aging for the Receivables of the Business prepared by Sellers
as of Closing Date, 2002 (excluding receivables owing by one or more Sellers
to
other one or more Sellers).
6. Buyer’s
Warranties and Representations.
In
addition to the representations and warranties contained elsewhere in this
Agreement, Buyer hereby makes the following representations and warranties
to
Sellers:
6.1. Power
and Authority; Validity of Agreement.
6.1.1. Buyer
has
all requisite power and authority to enter -into this Agreement and each
of the
Transaction Documents to which Buyer is a party;
6.1.2. All
necessary action on the part of Buyer has been taken to authorize the execution
and delivery of this Agreement and the Transaction Documents to which Buyer
is a
party, the performance of Buyer’s obligations hereunder and thereunder and the
consummation of the transactions contemplated hereby and thereby;
or
6.1.3. This
Agreement and each of the Transaction Documents to which Buyer is a party
constitute constitute valid and binding agreements of Buyer, enforceable
in
accordance with their respective terms, except as the enforceability thereof
may
be limited by the Cases or otherwise by bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general application
relating to or affecttag creditors’ rights generally and to
11
general
principles of equity (regardless of whether such enforceability is considered
in
a proceeding in equity or at law.)
6.2. No
violation.
Neither
the execution and delivery of this Agreement nor any of the Transaction
Documents to which Buyer is a party nor the consummation of the transactions
contemplated hereby or thereby nor compliance by Buyer with any of the
provisions hereof or thcrcof will:
6.2.1. Violate
or conflict with any provision of the governing documents of Buyer, or any
statute, code, ordinance, rule, regulation, judgment, order, writ, decree
or
injunction applicable to Buyer; or
6.2.2. Violate,
or conflict with, or result in a breach of any provision of, or constitute
a
default (or any event which, with or without due notice or lapse of time,
or
both, would constitute a default) under, or result in the termination of,
accelerate the performance required by, or result in the creation of any
lien,
security interest, charge or other encumbrance upon any of the properties
or
assets of Buyer under any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, deed or trust, license, lease, agreement or other
instrument or obligation of which Buyer is a party or by which Buyer or any
of
its assets are bound.
6.3. Organization,
Standing and Power.
Buyer
is a Corporation, duly organized and in good standing under the laws of the
State of Indiana. Buyer has all requisite power and authority to own, lease
and
operate its properties, to carry on its business -as.now being conducted
and to
execute, deliver and perform this Agreement and all transaction documents
to
which Buyer is a party.
7. Acknowledgement;
Indemnity and Release.
7.1. “AS
IS” Transaction. Buyer hereby acknowledges and agrees that, except as
specifically stated in Section 5 of this Agreement, the Trustee and Sellers
make
no representations or warranties whatsoever, express or implied, with respect
to
any matter relating to the Acquired Assets (including, without limitation,
income to be derived or expenses to be incurred in connection with the Acquired
Assets, the physical condition of any personal property comprising a part
of the
Acquired Assets or which is the subject of any Assumed Executory Contract,
the
real property which is the subject of any Real Property Leases or Improvements,
the zoning of any such Improvements, the value of the Acquired Assets (or
any
portion thereof), the transferability of Acquired Assets, the terms, amount,
validity, collectibility or enforceability of any Assumed Liabilities or
Assumed
Executory Contract, the title of the Acquired Assets (or any portion thereof),
the merchantability or fitness of the Personal Property or any other portion
of
the Acquired Assets for any particular purpose, or any other matter or thing
relating to the Acquired Assets (or any portion thereof). WITHOUT IN ANY
WAY
LIMITING THE FOREGOING, SELLERS HEREBY DISCLAIM ANY WARRANTY (EXPRESS OR
IMPLIED) OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY
PORTION OF THE ACQUIRED ASSETS. Buyer further acknowledges that Buyer has
conducted an independent inspection and investigation of the physical condition
of all portions of the Acquired Assets and all such other matters relating
12
to
or affecting the Acquired Assets as Buyer deemed necessary or appropriate,
and
that, in proceeding with its acquisition of the Acquired Assets, Buyer is
doing
so based solely upon such independent inspections and investigations.
Accordingly, Buyer will accept the Acquired Assets at the Closing “AS IS,”“WHERE
IS,” and “WITH ALL FAULTS.”
7.2. Sellers’
Indemnification.
Effective as of the Closing Date, Sellers agree to jointly and severally
indemnify, defend (with counsel reasonably satisfactory to Buyer), protect,
save
and hold harmless Buyer and its affiliates, shareholders, agents and other
representatives from and against any and all claims, damages, expenses and
liabilities not otherwise assumed hereunder (including reasonable attorneys’
fees) (“Losses”) arising from breach of Sellers’ representations, warranties and
covenants under this Agreement. The indemnification obligation of Sellers
hereunder shall survive the Closing and apply to claims for indemnification
asserted by Buyer in writing within the twelve (12) month period ending on
the
first anniversary of the Closing Date.
7.3. Buyer’s
Indemnification.
Effective as of the Closing Date, Buyer agrees to indemnify, defend (with
counsel reasonably satisfactory to Sellers and the Trustee), protect, save
and
hold harmless Sellers and the Trustee and their respective affiliates, officers,
directors, shareholders, employees, agents and other representatives from
and
against any and all claims, damages, expenses and liabilities not otherwise
assumed hereunder (including reasonable attorneys’ fees) (“Losses”) arising from
breach of Buyer’s representations, warranties and covenants under this Agreement
or otherwise relating to the conduct of the Business by Buyer on or after
the
Closing Date. The indemnification obligation of Buyer hereunder shall survive
the Closing and apply to claims for indemnification asserted by the Sellers
or
the Trustee in writing within the twelve (12) month period ending on the
first
anniversary of the Closing Date.
8. Conduct
and Transaction Prior to Closing.
8.1. Access
to Records and Properties of Sellers.
Subject
to any confidentiality agreements heretofore entered into between Buyer and
Sellers, from and after the date of this Agreement until the Closing Date,
Sellers shall afford to Buyer’s officers, independent public accountants,
counsel, lenders, consultants and other representatives, reasonable access
for
examination at all reasonable times to the Sellers’ assets, property, employees,
customers, landlords, vendors and all records or other information pertaining
to
the Acquired Assets or the Business. Buyer, however, shall not be entitled
to
access to any materials containing privileged communications or information
about employees, disclosure of which might violate an employee’s reasonable
expectation of privacy. Buyer expressly acknowledges that nothing in this
Section 8.1 is intended to give rise to any contingency to Buyer’s obligations
to proceed with the transactions contemplated herein.
8.2. Operation
of Sellers’ Business Pending Closing.
Unless
Buyer otherwise consents in advance in writing, which consent shall not be
unreasonably withheld, delayed or conditioned, during the period prior to
the
Closing Date, Sellers shall operate the Business as currently operated and,
consistent with such operation, shall use commercially reasonable efforts
to
preserve intact its current business organization and its current relationships
with employees and persons having dealings with it. Without limiting the
generality of the immediately preceding sentence, during the period from
the
date of this Agreement to the
13
Closing
Date, without Buyer’s prior written consent, which consent may not be
unreasonably withheld, delayed or conditioned, Sellers shall:
8.2.1. Not
offer
or enter into any contract or arrangement whether for purchase, lease, sale
or
otherwise which provides for aggregate payments or receipts in excess of
$50,000.00;
8.2.2. Not
agree
to sell, lease or dispose of or sell, base or dispose of or agree to purchase
any real property or machinery or equipment, other than in the ordinary course
of business;
8.2.3. Not
enter
into or amend or agree to amend any lease involving real estate or
equipment;
8.2.4. Use
its
reasonable best efforts, taking into account its bankruptcy filing and
limitations resulting therefrom, to maintain and keep all machinery, tools,
equipment, fixtures and other properties in good condition, repair and working
order; or
8.2.5. Promptly
upon the occurrence of, or promptly upon Sellers becoming aware of the
threatened occurrence of, any event which constitutes or would cause or
constitute a material breach, or would have caused or constituted a material
breach had such event occurred prior to the date hereof, of any of the
representations and warranties of the Sellers contained herein or which prevents
or would prevent the satisfaction of any of the conditions contained in Article
V hereof, give written notice thereof to the Buyer.
8.3. Bankruptcy
Court Approvals.
8.3.1. Bankruptcy
Court Approval of Sale Procedures.
8.3.1.1. Sale
Orders.
Sellers
have filed a motion (the “Sale Motion”) for entry by the Bankruptcy Court of the
following orders, which arc hereinafter collectively referred to as the “Sale
Orders”:
(A) an
order
(the “Approval
Order”)
which
(i) approves the sale to that party that submits, in accordance with the
Bidding
Procedures (defined below) a bid (as determined by the Trustee) in accordance
with the Bidding Procedures or after competitive bidding at the Auction Sale
(as
that term is defined in the Bidding Procedures) strictly’ on the terms and
conditions set forth in this Agreement, and that authorizes Sellers to proceed
with this transaction, (ii) includes a specific finding that Buyer (or the
successful competitive bidder) is a good faith buyer of the Acquired Assets,
and
(iii) states that the sale of the Acquired Assets to Buyer (or the successful
competitive bidder) shall be free and clear of all liens, claims, interest
and
encumbrances whatsoever.
(B) an
order
(the “Contracts
Assumption Order”)
which
approves Sellers’ right to assume and thereby assign to Buyer (or the successful
competitive bidder) the Assumed Executory Contracts (collectively, the
“Section
365 Contracts”)
pursuant to Section 365 of the Bankruptcy Code and orders the payment of
any
Cure Payments payable to the other parties to the Section 365 Contracts as
a
condition to such assumption and assignment.
14
The
Trustee, on behalf of Sellers, and Sellers shall use reasonable efforts to
obtain the Sale Orders. Both Buyer’s and Sellers’ obligations to consummate the
transactions contemplated in this Agreement shall be conditioned upon the
Bankruptcy Court’s entry of the Sale Orders. If (i) the Bankruptcy Court
refuses to issue the Sale Orders, (ii) a third party competitive bidder to
purchase the Acquired Assets is approved by the Bankruptcy Court at the hearing
on the Sale Motion and closes its purchase of the Acquired Assets, or (iii)
the
Sale Orders are for any other reason not entered on or before March 15, 2002,
then in any such event, this transaction shall automatically terminate and
Sellers and Buyer shall be relieved of any further liability or obligation
hereunder, Upon timely entry of the Sale Orders (such entry date being referred
to herein as the “Sale
Approval Date”),
the
condition set forth in this Section 8.3.1.1 shall conclusively be deemed
satisfied.
8.3.1.2. Bidding
Procedures Order.
As part
of the Sale Motion, Sellers have obtained an order (the “Bidding Procedures
Order”) attached hereto and incorporated herein as Exhibit H which approves the
bidding procedures (the “Bidding Procedures”) set forth therein.
8.4. Employees.
Sellers acknowledge and agree that Buyer shall have no obligation to employ
any
of its employees employed in the conduct of the Business, but any such employees
remaining employed by Sellers on the Closing Date shall be available for
hire by
Buyer, as determined by it in its sole discretion.
9. Miscellaneous.
9.1. Damage
and Destruction; Condemnation.
Sellers
shall notify Buyer immediately of the occurrence of any damage to or destruction
of any of the Acquired Assets which occurs prior to the Closing Date, or
the
institution or maintenance of any condemnation or similar proceedings with
respect to any leased property used by Sellers in connection with the operation
of the Business. In the event of any damage to or destruction of a material
portion of the Acquired Assets which is not fully covered by insurance, or
in
the event any such condemnation or other proceedings are instituted or
maintained, Buyer, at its option, may either (i) terminate this Agreement,
or
(ii) consummate the purchase provided for by this Agreement. In all other
events
or in the event that Buyer alects to consummate the purchase pursuant to
(ii)
above, all insurance or condemnation proceeds, including business interruption
and rental loss proceeds, collected by Sellers prior to the Closing Date,
together with an amount equal to all deductible amounts under the insurance
policies covering such damage or destruction and amounts not covered by
insurance (which amounts shall be agreed upon in good faith by Sellers and
Buyer
and approved by the Bankruptcy Court), shall be credited against the Purchase
Price on Buyer’s account.
9.2. Reasonable
Access to Records and Certain Personnel.
So long
as the Cases are pending, (i) Buyer shall permit the Trustee’s counsel and other
professionals employed in the Cases reasonable access to the financial and
other
books and records relating to the Acquired Assets or the Business (whether
in
documentary or data form) for the purpose of the continuing administration
of
the Cases (including, without limitation, the pursuit of any avoidance,
preference or similar action), which access shall include (a) the
right of
such professionals to copy, at Sellers’ expense, such documents and records as
they may request in
15
furtherance
of the purposes described above, and (b) Buyer’s copying and delivering to the
Trustee or his professionals such documents or records as they may request,
but
only to the extent the Trustee or his professionals furnish Buyer with
reasonably detailed written descriptions of the materials to be so copied
and
Sellers reimburse the Buyer for the reasonable costs and expenses thereof),
and
(ii) Buyer shall provide Trustee or his professionals (at no cost to Sellers)
with reasonable access to the officers and managers of Buyer during regular
business hours to assist the Trustee in the continuing administration of
the
Cases, provided that such access does not unreasonably interfere with Buyer’s
business operations.
9.3. Notices.
Unless
otherwise provided herein, any notice, tender, or delivery to be given hereunder
by either party to the other party may be effected by personal delivery in
writing, or by FedEx or similar overnight priority courier delivery service,
with instruction for signature receipt thereof, and shall be deemed communicated
when received to the following:
|
To
Sellers:
|
Xxxxx
X. Xxxxxxx, Trustee
|
|
|
c/o
Candlewood Partners, Inc.
|
||
|
00
Xxxxx Xxxxxxxx Xxxxxx
|
||
|
Xxxxxxx
Xxxxx, Xxxx 00000
|
||
|
Fax:
(000) 000-0000
|
||
|
With
a copy to:
|
Bencsch,
Xxxxxxxxxxx, Xxxxxx & Aronoff LLP
|
|
|
0000
XX Xxxxx
|
||
|
000
Xxxxxx Xxxxxx
|
||
|
Xxxxxxxxx,
Xxxx 00000
|
||
|
Attention:
Xxxxxxx X. Xxxxxxxxx, Esq.
|
||
|
Fax:
(000) 000-0000
|
||
|
To
Buyer:
|
Xxxx
X. Xxxxxxx
|
|
|
Magnetech
Industrial Services, Inc.
|
||
|
0000
X. Xxxxxx Xxxxxx
|
||
|
Xxxxx
Xxxx, XX 00000
|
||
|
With
a copy to:
|
Xxxxxxx
Xxxxx, Esq.
|
|
|
Xxxxxx
& Xxxxxxxxx
|
||
|
000
X. Xxxxxxxx Xxxxxx
|
||
|
Xxxxx
Xxxx, XX 00000
|
||
9.4. Entire
Agreement.
This
instrument and the documents to be executed pursuant hereto contain the entire
agreement between the parties relating to the sale of the Acquired Assets.
Any
oral representations or modifications concerning this Agreement or any such
other document shall be of no force and effect excepting a subsequent
modification in writing, signed by the party to be charged.
9.5. Modification.
This Agreement may be modified, amended or supplemented only by a written
instrument duly executed by all the parties hereto.
16
9.6. Closing
Date.
All
actions to be taken on the Closing Date pursuant to this Agreement shall
be
deemed to have occurred simultaneously, and no act, document or transaction
shall be deemed to have been taken, delivered or effected until all such
actions, documents and transactions have been taken, delivered or
effected.
9.7. Severability.
Should
any term, provision or paragraph of this Agreement be determined to be illegal
or void or of no force and effect, the balance of the Agreement shall survive
except that, if Buyer cannot acquire and Sellers cannot sell substantially
all
of the Acquired Assets, either party may terminate this Agreement, and it
shall
be of no further force and effect, unless both parties agree in writing to
the
contrary.
9.8. Captions.
All.
captions aril headings contained in this Agreement are for convenience of
reference only and shall not be construed to limit or extend the terms or
conditions of this Agreement.
9.9. Further
Assurances.
Each
party hereto will execute, acknowledge and deliver any further assurance,
documents. and instruments reasonably requested by any other party hereto
for
the purpose of giving effect to the transactions contemplated herein or the
intention of the parties with respect thereto.
9.10. Waiver.
No
waiver of any of the provisions of this Agreement shall be deemed, or shall
constitute, a waiver of other provisions, whether or not similar, nor shall
any
waiver constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver.
9.11. Brokerage
Obligations.
Except
for Sellers’ obligations to Brown, Gibbons, Lang & Company Securities, Inc.,
Sellers and Buyer each represent and warrant to the other that, such party
has
incurred no liability to any broker or agent with respect to the payment
of any
commission regarding the consummation of the transaction contemplated hereby.
It
is agreed that if any claims for commissions, fees or other compensation,
including, without limitation, brokerage fees, finder’s fees, or commissions are
ever asserted against Buyer or Sellers in connection with this transaction,
all
such claims shall be handled and paid by the party whose actions form the
basis
of such claim and such party shall indemnify, defend (with counsel reasonably
satisfactory to the party entitled to indemnification), protect and save
and
hold the other harmless from and against any and all such claims or demands
asserted by any person, firm or corporation in connection with the transaction
contemplated hereby.
9.12. Payment
of Fees and Expenses.
Each
party to this Agreement shall be responsible for, and shall pay, all of its
own
fees and expenses, including those of its counsel, incurred in the negotiation,
preparation and consummation of the Agreement and the transaction described
herein.
9.13. Survival.
The
respective representations, warranties, covenants and agreements of Sellers
and
Buyer herein, or in any certificates or other documents delivered prior to
or at
the Closing, shall not be deemed waived or otherwise affected by the
Closing.
9.14. Assignments.
This
Agreement shall not be assigned by either party hereto without the prior
written
consent of the other party hereto.
17
9.15. Binding
Effect.
Subject
to the provisions of Section 9.14 above, this Agreement shall bind and inure
to
the benefit of the respective heirs, personal representatives, successors,
and
assigns of the parties hereto.
9.16. Applicable
Law.
This
Agreement shall be governed by and construed in accordance with the laws
of the
State of Ohio, without giving effect to any choice of law or conflict of
law
provision which would cause the laws of any jurisdiction other than those
of the
State of Ohio.
9.17. Good
Faith.
All
parties hereto agree to do all acts and execute all documents required to
carry
out the terms of this Agreement and to act in good faith with respect to
the
terms and conditions contained herein before and after Closing.
9.18. Construction.
In the
interpretation and construction of this Agreement, the parties acknowledge
that
the terms hereof reflect extensive negotiations between the parties and that.
this Agreement shall not be, deemed, for the purpose of construction and
interpretation, drafted by either party hereto.
9.19. Counterparts.
This
Agreement may be signed in counterparts. The parties further agree that this
Agreement may be executed by the exchange of facsimile signature pages provided
that by doing so the parties agree to undertake to provide original signatures
as soon thereafter as reasonable in the circumstances.
9.20. Time
is of the Essence.
Time is
of the essence in this Agreement, and all of the terms. covenants and conditions
hereof.
9.21. Bankruptcy
Court Jurisdiction.
BUYER,
THE TRUSTEE AND SELLERS AGREE THAT THE BANKRUPTCY COURT SHALL HAVE EXCLUSIVE
JURISDICTION OVER ALL DISPUTES AND OTHER MATTERS RELATING TO (i) THE
INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT OR ANY ANCILLARY DOCUMENT
EXECUTED PURSUANT THERETO; XXX/OR (ii) THE ACQUIRED ASSETS AND/OR ASSUMED
LIABILITIES, AND BUYER EXPRESSLY CONSENTS TO AND AGREES NOT TO CONTEST SUCH
EXCLUSIVE JURISDICTION.
9.22. Sellers’
Removal of Excluded Assets.
To the
extent that any Excluded Assets are located as of the Closing at or about
any
site acquired by Buyer from Sellers, Sellers shall, at the written request
of
Buyer, at Sellers’ sole cost and expense, cause any such Excluded Assets to be
removed therefrom as soon as commercially practicable. Unless earlier requested
by Buyer, Sellers shall (i) at Sellers’ sole cost and expense, have the right to
cause the same to be removed therefrom on or before the date which is six
(6)
months following the Closing Date, and (ii) shall have the right of access
to
such sitc(s) at all reasonable times during such six (6) month period for
the
purpose of effecting such removal. At the expiration of such six (6) month
period, Buyer shall have the right after seven (7) days prior written notice
to
Sellers, at its sole option, to claim ownership of such Excluded Assets or
to
dispose of them at Sellers’ cost and expense.
18
[Remainder
of This Page Left Intentionally Blank]
19
IN
WITNESS WHEREOF Buyer
and
Sellers have executed this Asset Purchase Agreement as of the day and year
first
above written.
|
Magnetech
Industrial Services, Inc.
|
||
|
(Buyer)
|
||
|
By:
|
/s/
Xxxx X. Xxxxxxx
|
|
|
Name: Xxxx
X. Xxxxxxx
|
||
|
Its: CEO
|
||
|
GRAND
EAGLE, INC., ET AL., DEBTORS
|
||
|
By:
|
/s/
Xxxxx X. Xxxxxxx
|
|
|
Name: Xxxxx
X. Xxxxxxx
|
||
|
Title: Chapter
11 Trustee
|
||
20
