EXHIBIT 10-J
STOCK PURCHASE AGREEMENT
THIS AGREEMENT, made the 30 day of January, 1997 between Logistics
Management, L.L.C., a Kentucky limited liability company ("Seller") and U.S.
Trucking, Inc., a Nevada corporation ("Buyer"),
W I T N E S S E T H:
WHEREAS Seller is the owner of all of the outstanding shares of capital
stock of Gulf Northern Transport, Inc., a Wisconsin corporation ("GNTI"), and
WHEREAS Buyer has agreed to purchase, and Seller has agreed to sell all of
its shares in GNTI on the terms and conditions hereinafter contained.
NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth, the parties agree as follows:
1. Schedules.
The following are the schedules attached to and incorporated in this Agreement
by reference and deemed to be a part hereof:
Schedule A: Schedule showing the issued capital stock of GNTI together with
the state of incorporation and a good standing certificate dated
1997 from the Secretary of State.
Schedule B: Balance Sheet and Profit and Loss Statement for GNTI for the
period ending November 30, 1996.
Schedule C: Contracts, including equipment financing, to which GNTI is a
party and extending beyond one year following the date hereof or
involving future payments in excess of $5,000.00.
Schedule D: Pending of threatened litigation.
Schedule E: Description of all operating location (where owned, deed or
mortgage, as applicable - where leased, copies of lease
agreements);
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Schedule F: Listing all assets, including:
F.1 detailed listing of tractors and trailers, including VIN #'s,
and information as to any lien holders;
F.2 detailed aged accounts receivable listing;
F.3 cash balances, per bank account;
F.4 physical inventory (spare parts, etc.) listing;
F.5 listing of all non-revenue property;
F.6 titles of all vehicles (copies where liens are applicable);
Schedule G: Listing of all equipment operating leases, with lease agreements;
Schedule H: Listing of all liabilities, including:
H.1 detailed aged vendor payable listing; and
H.2 detailed listing of all accrued liabilities, including
payroll and related payroll taxes; insurance premiums or
deductible liabilities; and workers compensation
liabilities;
H.3 listing of all debt, with balances and security identified
and copies of all such debt agreements.
2. Exhibits
Exhibit A: Employment Agreement between Buyer and Xxxxx Xxxxxx.
Exhibit B: Acquisition Agreement (of GNTI) between Seller and Mid-America
Transporters Group, Inc.
Exhibit C: Board Resolutions of Seller and Opinion of Counsel.
Exhibit D: Board of Resolutions of U.S. Transportation Systems, Inc. and
Opinion of Counsel.
3. Purchase Price
Seller will sell to Buyer and, in reliance on the representations and warranties
of Seller as contained herein and as otherwise expressed to Buyer and on the
documents delivered in connection with the transaction contemplated hereby,
Buyer will purchase, all of the outstanding shares of GNTI in consideration of
(a) the issuance and delivery to Seller of 25% (625 shares) of the issued and
outstanding shares (2500 total outstanding shares) of
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common stock of the Buyer; (all stock of the Seller to be held in accordance
with the referenced escrow agreement.)
4. Representations and Warranties of Seller
Seller hereby represent and warrant as follows:
4.1 Seller is the owner, beneficially and of record of all of the
issued and outstanding shares of capital stock of GNTI, free and clear of
any liens, pledges, security interests, claims or other encumbrances.
4.2 GNTI has no ownership or capital interest, stock or otherwise in
any entity.
4.3 Except to the extent reflected or reserved against in the balance
sheet as of November 30, 1996 or in any schedule attached thereto, GNTI as
at such date had no liabilities or obligations of any nature, whether
absolute, accrued, contingent or otherwise, and whether due or to become
due which are required to be reflected therein in accordance with generally
accepted accounting principles (including without limitation, any liability
for Federal, State or local taxes in respect of or measured by income or
profit, accumulated or otherwise, for any period prior to November 30, 1996
or arising out of any transaction entered into prior to December 31, 1996).
Seller further represents that there have been no material changes in the
operations, assets, liabilities or customer base of GNTI from November 30,
1996 to date.
4.4 The books and records of GNTI are maintained in accordance with
generally accepted accounting principles and accurately reflect the
financial condition of GNTI, and contain all of its liabilities required to
be reflected therein in accordance with generally accepted accounting
principles.
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4.5 Except as set forth in Schedule D, there is no litigation, claim,
assessment or judicial, administrative or governmental proceeding by or
against GNTI pending, or, to the knowledge of Seller, threatened, nor does
Seller know of any legal basis for any such litigation, claim, assessment
or proceeding in the future.
4.6 The execution and delivery of this Agreement, and the performance
of the transaction contemplated hereby have been duly authorized by Seller.
This Agreement is the legal, valid and binding obligation of Seller,
enforceable against Seller in accordance with its terms except as
enforceability may be limited by bankruptcy and other similar law.
4.7 The Seller represents that no less than Ninety Percent (90%) of
its outstanding stock is owned or otherwise controlled by Xxx Xxxxxx or
Xxxxxxx Xxxx.
4.8 Seller represents that the Exhibits & Schedules attached hereto
are complete & accurate.
4.9 Seller represents that GNTI is a corporation duly organized and
validly existing and in good standing under the laws of the State of
Arkansas.
5. Representations and Warranties of Buyer
Buyer hereby represents and warrants as follows:
5.1 Buyer is a corporation duly organized and validly existing and in
good standing under the laws of the State of Nevada.
5.2 The execution and delivery of this Agreement and the other
agreements to be delivered by Buyer in connection herewith, and the
consummation of the transactions contemplated hereby, will not conflict
with or result in any violation of or default under Buyer's Certificate of
Incorporation or By-Laws or any law, statute, judgment, decree,
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order, rule or regulation of any Federal, state, local or other
governmental entity or instrumentality thereof or any court, agency or
similar body or any contract, security agreement, mortgage, note, deed,
lien, lease, agreement, instrument, order, judgment or decree applicable to
or binding upon Buyer.
5.3 The execution and delivery of this Agreement and the other
agreements to be delivered by Buyer in connection herewith, and the
performance of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of Buyer. This
Agreement and the other agreements to be delivered by Buyer in connection
therewith are the valid and binding obligations of Buyer, enforceable
against Buyer in accordance with their terms except as enforceability may
be limited by bankruptcy and other similar laws.
5.4 The shares of common stock to be issued to Seller hereunder have
been duly authorized, validly issued and are fully paid, nonassessable and
subject to no claims, liens, pledges, security interest or encumbrances of
any kind. Buyer has issued and outstanding 625 shares of common capital
stock and there are no outstanding shares of any other capital stock other
than 1,875 shares held of record and beneficially by U.S. Transportation
Systems, Inc. No other persons have any direct or indirect interest,
contingent or otherwise, in the capital stock of Buyer, including without
limitation any rights to purchase any Buyer shares or options, warrants or
securities convertible into or excercisable for Buyer shares.
5.5 Buyer agrees to permit GNTI to reimburse Seller up to Seventy
Thousand Dollars ($70,000) for any verified funds invested by Seller into
GNTI since
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its acquisition by Seller which amount is properly recorded on GNTI's
accounting books and records as a liability due to a related party.
6. Indemnification
Seller shall indemnify and hold harmless Buyer as to any damage or losses
incurred by Buyer as a result of any breach of this Agreement, to include any
breach of Seller's representations and warranties.
7. Survival of Representations and Warranties
All representations, warranties and agreements of Seller and Buyer contained
herein and in any document delivered in connection with the transaction
contemplated hereby shall survive the execution and delivery of this Agreement,
the closing hereunder and any investigation made by or in behalf of Seller or
Buyer, as the case may be.
8. Notices
All notices, requests, demands or other communications required to be given or
made hereunder shall be in writing and shall be deemed to be well and
sufficiently given in hand, delivered, or three (3) business days after being
mailed by prepaid Certified Mail, Return Receipt Requested, if to Seller,
addressed to:
Logistics Management, L.L.C. and Lynch, Cox, Xxxxxx & Xxxxx,
0000 Xxxxxxxx Xxxxx X.X.X.
Xxxxxxxxxx, XX 00000 500 Xxxxxxxxx Tower
Attn: Xxxxxxx Xxxx, Manager Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxxxxxx
and
Xxxxx Xxxxxxx, Esquire
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
and it to Buyer, addressed to:
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U.S. Trucking, Inc. and Xxxxxx & Di Xxxx X.X.
00 Xxxx Xxxx Xxxxxx 00-00 00xx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000 Xxxx Xxxxxx Xxxx, Xxx Xxxx 00000
Such notice shall be deemed to have been given on the date of delivery. Any
party may change its address for notice by written communication mailed or
delivered as aforesaid.
9. Partial Invalidity
In case any one or more of the provisions contained herein shall, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
of this Agreement, but this Agreement shall be construed as if such invalid,
illegal or unenforceable provision or provisions had never been contained
herein:
10. Execution in Counterparts
This Agreement may be executed in one or more counterparts, all of which shall
be considered one and the same Agreement, and shall become a binding Agreement
when one or more counterparts have been signed by each of the parties and
delivered to each of the other parties. The Closing shall be deemed to have
taken place at the offices of Buyer, 00 Xxxx Xxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx
00000 on the date first above written.
11. Successors and Assigns
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. Whenever the singular or
masculine is used, the same shall be construed as the plural, feminine or neuter
where the context so requires.
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12. No Modification
This Agreement shall not be modified or amended except by written agreement
signed by the parties to be bound thereby.
13. Publicity
No press release or disclosure of terms will be issued by Buyer and Seller
without the other party's consent, which will not be unreasonably withheld,
except as required by law, but prior notice to the extent possible.
14. Governing Law
This Agreement has been executed in the State of New York, and Buyer has its
executive offices in the State of New York. All questions concerning the
validity or intention of this Agreement and all questions relating to
performance hereunder shall be resolved under the laws of the State of New York
and Seller consents to jurisdiction in the Supreme Court of the State of New
York, where any actions on the contract must be brought.
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15. Headings
The headings contained herein are for the sole purpose of convenience of
reference, and shall not in any way limit or affect the meaning or
interpretation of any of the terms or provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have on the day and year first above
written caused these presents to be executed in their behalf.
LOGISTICS MANAGEMENT, L.L.C. U.S. TRUCKING, INC.
By:/s/ Xxxxxxx Xxxx By:/s/ Xxxxxx Xxxxx, Treasurer
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Xxxxxx Xxxxx, Treasurer
Witness Witness
/s/ Xxxx Xxxxxxx /s/ Xxxxx Xxxxxxxxx
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