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Exhibit 1
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STOCK PURCHASE AGREEMENT
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STOCK PURCHASE AGREEMENT, dated as of April 22, 1999, by and among Xxxx
Xxxxx Strategic Investments, L.P. ("CMSI"), Xxxx Xxxxx Strategic Investments II,
L.P. ("CMSI II"), and Xxxx Xxxxxx ("Xxxxxx," and together with CMSI and CMSI II,
the "Buyers"), and SC Fundamental Value Fund, LP ("SCF"), and SC Fundamental
Value BVI, Inc. ("SBVI" and, together with SCF, the "Sellers").
Sellers are the beneficial owners and record owners of 1,238,098 shares
of common stock, par value $.01 per share, of Thousand Trails, Inc. (the
"Shares"). Sellers wish to sell the Shares, and Buyers wish to purchase the
Shares, upon the terms of this Agreement.
Accordingly the parties agree as follows:
1. Sale and Purchase of the Shares.
1.1 Sale of the Shares. Subject to the terms and conditions of
this Agreement, each Seller hereby agrees to sell to Buyers the Shares set forth
opposite its name on Schedule A, and each Buyer hereby agrees to purchase from
Sellers the Shares set forth opposite its name on Schedule B. The purchase price
for the Shares to be paid to each of the Sellers is set forth on Schedule A
opposite its name and the purchase price to be paid by each Buyer is set forth
on Schedule B opposite its name. The closing of the purchase of the Shares shall
occur as soon as practicable (the "Closing Date"). On the Closing Date, Sellers
(i) shall deliver to Buyers stock certificates representing the
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Shares, with stock powers duly endorsed or (ii) shall deliver the Shares to the
Buyers in such other manner as the Buyers agree to in writing prior to the
Closing Date.
1.2 Purchase Price. On the Closing Date, the purchase price
for the Shares will be paid in cash to the Sellers by wire transfer of
immediately available funds to such account or accounts as may be specified by
the Sellers to the Buyers in writing at least two days prior to the Closing
Date.
1.3 Acknowledgment of Buyers. Buyers acknowledge that they are
purchasing the Shares without relying on any representations, oral or written,
made by or on behalf of the Sellers except for the representations contained
herein.
1.4 Acknowledgment of Sellers. Sellers acknowledge that they
are selling the Shares without relying on any representations, oral or written,
made by or on behalf of the Buyers except the representations contained herein.
1.5 Condition. The obligation of the Buyers to purchase the
Shares is subject to the condition that the representations and warranties of
the Sellers in Section 2 are true and correct on the Closing Date, and the
obligations of the Sellers to sell the Shares is subject to the condition that
the representations and warranties of Buyer in Section 3 are true and correct on
the Closing Date.
2. Representations and Warranties of Seller. The Sellers each represent
and warrant to the Buyers as follows:
2.1 Title to the Shares. Each Seller legally and beneficially
owns the Shares listed on Schedule A opposite its name free and clear of all
liens, transfer restrictions or other encumbrances. Upon delivery of, and
payment for, the Shares in
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accordance with the terms of this Agreement, Buyers will acquire good and valid
title to the Shares, free and clear of all liens, transfer restrictions or other
encumbrances.
2.2 Due Organization. SCF is a limited partnership duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization and has full power and authority to carry on its
business as it is presently conducted. SBVI is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of
incorporation and has full power and authority to carry on its business as it is
presently conducted.
2.3 Authority to Execute and Perform Agreement. Sellers have
the full legal right and power to enter into, execute and deliver this Agreement
and to perform fully their obligations hereunder. This Agreement has been duly
authorized, executed and delivered by Sellers, and is the legal, valid and
binding obligation of the Sellers enforceable in accordance with its terms,
except as enforcement of such terms may be limited by applicable bankruptcy,
reorganization, insolvency or similar laws affecting the enforcement of
creditors' rights generally.
3. Representations and Warrants of Buyer. The Buyers each represent and
warrant to the Sellers as follows:
3.1 Due Organization. CMSI and CMSI II are limited
partnerships duly organized, validly existing and in good standing under the
laws of their jurisdiction of organization and have full power and authority to
carry on their businesses as they are presently conducted.
3.2 Authority to Execute and Perform Agreement. CMSI and CMSI
II have the full legal right and power to enter into, execute and deliver this
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Agreement and to perform fully their obligations hereunder. This Agreement has
been duly authorized, executed and delivered by the Buyers, and is the legal,
valid and binding obligation of the Buyers enforceable in accordance with its
terms, except as enforcement of such terms may be limited by applicable
bankruptcy, reorganization, insolvency or similar laws affecting the enforcement
of creditors' rights generally. No consents or approvals are required for Buyers
to acquire the Shares in accordance with this Agreement.
4. Additional Agreements. The Sellers and the Buyers hereby agree to
take all steps reasonably necessary to carry out this agreement.
5. Entire Agreement. This Agreement contains the entire agreement
between the parties with respect to the purchase of the Shares and supersedes
all prior agreements, written or oral, with respect thereto.
6. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed wholly within such State.
7. Counterparts. This Agreement may be executed by the parties hereto
in separate counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts shall altogether constitute one and the
same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
BUYERS:
XXXX XXXXX STRATEGIC
INVESTMENTS, L.P.
By: Xxxx Xxxxx Management Company, L.P.
General Partner
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
General Partner
XXXX XXXXX STRATEGIC
INVESTMENTS II, L.P.
By: Xxxx Xxxxx Management Company, L.P.
General Partner
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
General Partner
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
SELLERS:
SC FUNDAMENTAL VALUE FUND, LP
By: SC Fundamental, LLC
General Partner
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Vice-President
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SC FUNDAMENTAL VALUE BVI, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Vice-President
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SCHEDULE A
Shares of Common Stock of
Seller Thousand Trails, Inc. to be Sold Purchase Price
------ -------------------------------- --------------
SC Fundamental Value 896,158 $4,704,829.50
Fund, LP
SC Fundamental Value 341,940 $1,795,185.00
BVI, Inc.
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1,238,098 $6,500,014.50
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SCHEDULE B
Shares Common Stock of Thousand
Buyer Trails, Inc. to be Purchased Purchase Price
----- ---------------------------- --------------
Xxxx Xxxx Strategic 768,098 $4,032,514.50
Investments, L.P.
Xxxx Xxxxx Strategic 450,000 $2,362,500.00
Investments II, L.P.
Xxxx Xxxxxx 20,000 $ 105,000.00
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1,238,098 $6,500,014.50
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