USA FINANCE, INC.
AMENDED AND RESTATED
STOCKHOLDERS' AGREEMENT
THIS AGREEMENT amends and restates the Stockholders' Agreement dated
March 26, 1996 and is entered into as of December 5, 1996, by and among USA
Finance, Inc., formerly known as "LMI Acquisition Corp." ("USA Finance") and
those stockholders of USA Finance identified on Schedule 1 and Schedule 2
attached hereto and made part hereof (in the aggregate, the "Stockholders").
WHEREAS, the Stockholders identified in Schedule 1 and Schedule 2,
either directly or beneficially collectively, own a majority of the outstanding
shares of common stock of USA Finance (the "Shares") and, for their mutual
protection, desire to assure continuity in the management of the Corporation,
NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions set forth herein, the Stockholders hereby agree as follows:
1. Election of Directors.
(a) Each Stockholder agrees that upon each election of directors of
USA Finance, he will vote his Shares for the election of at least four (4)
directors as follows: three (3) persons designated by the record owners set
forth on Schedule 1 hereto ("Historic LMI Stockholders") and XXXX XXXXXXXX shall
be designated as a director by the record owners set forth on Schedule 2 hereto
("Historic Gold Coast Stockholders"). Upon the resignation, removal or death of
a director, the Stockholder(s) responsible for the designation of that director
shall designate a person to fill the vacancy and the Stockholders agree to vote
their Shares for the election of that person to the vacancy. This Section shall
apply to all Shares beneficially owned by any Stockholder and as to which he has
voting power as determined in accordance with Regulation 13d-3 promulgated by
the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended.
(b) The designee of Sands Brothers & Co., Ltd. ("Sands") pursuant to
the terms of the Financial Advisory Agreement entered into on August 14, 1996
with Sands is approved by all parties hereto as a director however, for the
purposes of this Agreement shall not be considered a designee of either the
Historic Gold Coast Stockholders or the Historic LMI Stockholders.
2. Voting Arrangements Regarding Certain Corporate Governance
Provisions. During the term of this Agreement, the Stockholders must either
vote, or refrain from voting, their Shares in connection with the following
transactions or events:
(a) The Directors designated by the Historic LMI Stockholders will
not vote in favor of any of the eight (8) transactions or events enumerated in
this paragraph 2(a) unless the designee of the Historic Gold Coast Stockholders
votes in favor of such transactions or events. These transactions or events
shall include: (i) any merger, consolidation, acquisition or disposition of
assets with a fair market value of more than ten percent (10%) of the existing
assets of USA Finance or any subsidiaries; (ii) the declaration of any cash,
property or stock dividends
to the Stockholders of USA Finance and any subsidiaries; (iii) the issuance of
any securities of USA Finance or any subsidiaries (including for this purpose
the issuance of all derivative securities which may be exercised or converted
into shares of the common stock of USA Finance); (iv) the assumption or
incurring of indebtedness of greater than $50,000.00 or the entering into any
agreement or assumption of any obligation that imposes upon USA Finance or any
subsidiaries an aggregate responsibility to pay an amount of greater than
$50,000.00; (v) all elections or appointments of directors; (vi) appointment of
executive officers; (vii) establishment and payment of executive salaries; and
(viii) any transactions between USA Finance or any subsidiary and any affiliate,
director, officer or related party thereof.
(b) All management and executive employees of USA Finance shall be
required to sign a Confidentiality and Non-Competition Agreement in the usual
and customary form.
(c) Transactions between USA Finance or any subsidiaries and any
officers, directors, Stockholders, affiliates or related parties hereof shall
only be conducted on an arm's-length basis and on terms no less favorable to USA
Finance or its subsidiaries, as the case may be, than could be obtained from
non-related third parties.
(d) USA Finance and any subsidiaries shall maintain insurance
against hazards and risks and liabilities to persons and properties including
products liability to the persons and properties including products liability to
the extent customary for companies engaged in similar businesses.
3. Restrictive Legend. To effectuate this Agreement, all certificates
for the Shares shall bear the following restrictive legend:
"The Shares represented by this certificate are subject to an
Amended and Restated Stockholders Agreement dated December 5,
1996, among certain Stockholders of the Company."
4. Term of Agreement. This Agreement shall continue in full force and
effect until March 28, 2001. However, in the event that the Historic LMI
Stockholders (including for this purpose each of their heirs, administrators,
successors or assigns) no longer continue to own at least twenty-five percent
(25%) of the number of Shares owned by them in the aggregate as of even date
herewith, then the Historic Gold Coast Stockholders shall have option to
terminate this agreement upon thirty (30) days' notice.
In the event that the Historic Gold Coast Stockholders (including for
this purpose each of their heirs, administrators, successors or assigns) no
longer continue to own at least twenty-five percent (25%) of the number of
Shares owned by them in the aggregate as of even date herewith, then the
Historic LMI Stockholders shall have the option to terminate this Agreement upon
thirty (30) days' notice.
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5. Miscellaneous.
(a) This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Delaware.
(b) This Agreement shall be binding upon, and shall operate solely
for the benefit of the Stockholders who hold Shares to which this Agreement
applies, and their respective successors. This Agreement shall not apply and
shall provide no rights, responsibilities or benefits to a transferee or of any
the Shares beneficially owned by any of the Stockholders.
(c) This Agreement contains the entire agreement of the parties
hereto and all prior understanding and agreements, whether written or oral,
between the parties are merged into this Agreement. This Agreement cannot be
altered, amended, supplemented, modified or terminated except by an instrument
in writing signed by all of the Stockholders.
(d) Should it become necessary for any Stockholder to institute
legal action to enforce the terms and conditions of this Agreement, the
successful Stockholder shall be awarded a reasonable attorneys' fee, which shall
include a reasonable attorneys' fee for any appellate proceedings, expenses,
including any accounting expenses, and costs.
(e) The invalidity or unenforceability of any particular provision
of this Agreement shall not effect the other provisions hereof, and the
Agreement shall be construed in all respects as if such invalid or unenforceable
provisions were omitted.
(f) This Agreement may be signed in one or more counterparts, each
of which shall be deemed an original and all of which together shall constitute
one agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date set forth above.
STOCKHOLDERS:
/s/ Xxxxxx Xxxxx /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxx Xxxxxx Xxxxxxxx
/s/ Xxxx Xxxxxxxx
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American Maple Leaf Financial Corporation Xxxx Xxxxxxxx
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
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Number of Share
Schedule 1 Beneficially Owned
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Historic LMI Stockholders:
Xxxxxx Xxxxx 937,500
American Maple Leaf Finance Corporation 436,928
Schedule 2
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Historic Gold Coast Stockholders:
Xxxxxx Xxxxxxxx 526,667
Xxxx Xxxxxxxx 493,333
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