1
EXHIBIT 10.18
STOCK PURCHASE AGREEMENT
Dated as of January 26, 1998, by and among
Waste Connections, Inc.
Waste Connections of Idaho, Inc.
Xxxxxx X. Xxxxxxxxxxxx
Xxxxx X. Xxxxxx, Xx.
J. Xxxxxxxx Xxxxxx
2
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of January 26, 1998, is entered into by
and among Waste Connections, Inc., a Delaware corporation ("WCI"), Waste
Connections of Idaho, Inc., a Delaware corporation (the "Corporation") and X.
Xxxxxxxx Xxxxxx, Xxxxxx X. Xxxxxxxxxxxx and Xxxxx X. Xxxxxx, Xx. (collectively,
the "Stockholders").
WHEREAS, the Corporation is engaged in the collection and transport of
solid waste in Idaho, and other related activities;
WHEREAS, the Stockholders own all of the issued and outstanding capital
stock of the Corporation in the amount set forth on Schedule 3.2 hereto (the
"Corporation's Stock");
WHEREAS, WCI wishes to acquire from the Stockholders all of the issued and
outstanding capital stock of the Corporation;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements, representations, warranties, provisions and covenants herein
contained, the parties hereto, each intending to be bound hereby, agree as
follows:
1. PURCHASE OF CORPORATION'S STOCK
1.1 SHARES TO BE PURCHASED. At the Closing (as hereinafter defined), the
Stockholders shall sell and deliver to WCI all of the issued and outstanding
Corporation's Stock, being the number of shares of the Corporation set forth on
Schedule 3.2. At the Closing, WCI shall purchase the Corporation's Stock and in
exchange therefor shall deliver to the Stockholders at the Closing the purchase
price described in Section 1.2 (the "Purchase Price").
1.2 PURCHASE PRICE. The Purchase Price shall be $3,000.00. WCI shall pay
$1,000.00 to each of the Stockholders at the Closing in cash by wire transfer or
check payable in clearinghouse funds.
2. CLOSING TIME AND PLACE
Subject to the terms and conditions of this Agreement, the closing of the
transactions contemplated herein (the "Closing") shall take place concurrent
with the closing of WCI's Credit Agreement with Bank Boston, N.A. and certain
other financial institutions (the "Credit Agreement") (the "Closing Date"). The
Closing shall take place at the Law Offices of Shartsis, Xxxxxx & Xxxxxxxx LLP,
Xxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000. At the Closing,
WCI, the Corporation and the Stockholders shall deliver to each other the
documents, instruments and other items described in Section 7 of this Agreement.
1
3
3. REPRESENTATIONS AND WARRANTIES OF THE CORPORATION AND THE
STOCKHOLDERS
The Corporation and the Stockholders, jointly and severally, (i) represent
and warrant that each of the following representations and warranties is true as
of the Closing Date, and (ii) agree that such representations and warranties
shall survive the Closing.
3.1 ORGANIZATION, STANDING AND QUALIFICATION. The Corporation is duly
organized, validly existing and in good standing under the laws of the State of
Delaware. The Corporation has full corporate power and authority to own and
lease its properties and to carry on its business as now conducted.
3.2 CAPITALIZATION. Schedule 3.2 sets forth, as of the Closing Date, the
authorized and outstanding capital of the Corporation, the names and addresses
of the record and beneficial owners thereof, and the number of shares so owned.
On the Closing Date, all of the issued and outstanding shares of the capital
stock of the Corporation shall be owned of record and beneficially by the
Stockholders as set forth in Schedule 3.2 and shall be free and clear of all
liens, security interests, encumbrances and claims of every kind except as set
forth in Schedule 3.2. Each share of the capital stock of the Corporation is
duly and validly authorized and issued, fully paid and nonassessable, and was
not issued in violation of any preemptive rights of any past or present
stockholder of the Corporation. No option, warrant, call, conversion right or
commitment of any kind (including any of the foregoing created in connection
with any indebtedness of the Corporation) exists which obligates the Corporation
to issue any of its authorized but unissued capital stock or other equity
interest or which obligates the Stockholders to transfer any Corporation's Stock
to any person.
3.3 ALL STOCK BEING ACQUIRED. The Corporation's Stock being acquired by
WCI hereunder constitutes all of the outstanding capital stock of the
Corporation.
3.4 AUTHORITY FOR AGREEMENT. The Corporation and each of the
Stockholders has full right, power and authority to enter into this Agreement
and to perform its or his obligations hereunder. The execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby have
been duly authorized by the Board of Directors of the Corporation. This
Agreement has been duly and validly executed and delivered by the Corporation
and each of the Stockholders, subject to the due authorization, execution and
delivery by WCI, constitutes the legal, valid and binding obligation of the
Corporation and each of the Stockholders enforceable against each of them in
accordance with its terms.
4. REPRESENTATIONS AND WARRANTIES OF WCI
2
4
WCI represents and warrants to the Stockholders that the following
representations and warranties are true as of the Closing Date, and agrees that
such representations and warranties shall survive the Closing:
AUTHORIZATION OF AGREEMENT. This Agreement has been duly authorized,
executed and delivered by WCI and, subject to the due authorization, execution
and delivery by the Stockholders and the Corporation, constitutes a legal, valid
and binding obligation of WCI. WCI has full corporate power, legal right and
corporate authority to enter into and perform its obligations under this
Agreement and to carry on its business as presently conducted. The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby and the fulfillment of and compliance with the terms and conditions
hereof do not and will not, after the giving of notice, or the lapse of time or
otherwise: (a) violate any provisions of any judicial or administrative order,
award, judgment or decree applicable to WCI; (b) conflict with any of the
provisions of the Certificate of Incorporation or Bylaws of WCI; or (c) conflict
with, result in a breach of or constitute a default under any material agreement
or instrument to which WCI is a party or by which it is bound.
5. CONDITION PRECEDENT TO OBLIGATION OF WCI TO CLOSE
The obligations of WCI under this Agreement are subject to the
Stockholders delivery of the items which they are required to deliver under
Section 7 of this Agreement and to the concurrent closing of the Credit
Agreement.
6. CONDITION PRECEDENT TO OBLIGATION OF THE STOCKHOLDERS TO CLOSE
The obligations of the Stockholders under this Agreement are subject to
WCI's delivery of the items which it is required to deliver under Section 7 of
this Agreement and to the concurrent closing of the Credit Agreement.
7. CLOSING DELIVERIES
At the Closing, the respective parties shall make the deliveries
indicated:
7.1 WCI DELIVERIES.
WCI shall deliver the cash portion of the Purchase Price required to
be delivered on the Closing Date pursuant to Section 1.
7.2 STOCKHOLDERS DELIVERIES.
3
5
(a) The Stockholders shall deliver to WCI the endorsed
certificates representing the outstanding Corporation's Stock free and
clear of all liens, security interests, claims and encumbrances.
(b) the Stockholders shall execute and deliver such other
documents and instruments as are reasonably requested by WCI in order to
consummate the transactions contemplated by this Agreement.
8. GENERAL
8.1 ADDITIONAL CONVEYANCES. Following the Closing, the Stockholders and
WCI shall each deliver or cause to be delivered at such times and places as
shall be reasonably agreed upon such additional instruments as WCI or the
Stockholders may reasonably request for the purpose of carrying out this
Agreement. The Stockholders will cooperate with WCI and/or the Corporation on
and after the Closing Date in furnishing information, evidence, testimony and
other assistance in connection with any actions, proceedings or disputes of any
nature with respect to matters pertaining to all periods prior to the date of
this Agreement.
8.2 ASSIGNMENT. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto, the successors or assigns of WCI and the
heirs, legal representatives or assigns of the Stockholders; provided, however,
that any such assignment shall be subject to the terms of this Agreement and
shall not relieve the assignor of its or his responsibilities under this
Agreement.
8.3 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
8.4 NOTICES. All notices, requests, demands and other communications
hereunder shall be deemed to have been duly given if in writing and either
delivered personally, sent by facsimile transmission or by air courier service,
or mailed by postage prepaid registered or certified U.S. mail, return receipt
requested, to the addresses designated below or such other addresses as may be
designated in writing by notice given hereunder, and shall be effective upon
personal delivery or facsimile transmission thereof or upon delivery by
registered or certified U.S. mail or one business day following deposit with an
air courier service:
If to the Stockholders: at their respective addresses set forth on
Schedule 3.2
If to WCI: Waste Connections, Inc.
4
6
0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxxxxx
Fax: (000) 000-0000
With a copy to: Xxxxxx X. Xxxxx, Esq.
Shartsis, Xxxxxx & Xxxxxxxx LLP
Xxx Xxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
8.5 APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California without regard to its
conflict of laws provisions.
8.6 CAPTIONS. The captions in this Agreement are for convenience only
and shall not be considered a part hereof or affect the construction or
interpretation of any provisions of this Agreement.
8.7 NUMBER AND GENDER OF WORDS; CORPORATION. Whenever the singular
number is used herein, the same shall include the plural where appropriate, and
shall apply to all of such number, and to each of them, jointly and severally,
and words of any gender shall include each other gender where appropriate.
8.8 ENTIRE AGREEMENT. This Agreement (including the Schedule hereto) and
the other documents delivered pursuant hereto constitute the entire Agreement
and understanding between the Corporation, the Stockholders and WCI and
supersedes any prior agreement and understanding relating to the subject matter
of this Agreement. This Agreement may be modified or amended only by a written
instrument executed by the Corporation, the Stockholders and WCI acting through
its officers, thereunto duly authorized by its Board of Directors.
8.9 WAIVER. No waiver by any party hereto at any time of any breach of,
or compliance with, any condition or provision of this Agreement to be performed
by any other party hereto may be deemed a waiver of similar or dissimilar
provisions or conditions at the same time or at any prior or subsequent time.
8.10 CONSTRUCTION. The language in all parts of this Agreement must be in
all cases construed simply according to its fair meaning and not strictly for or
against any party. Unless expressly set forth otherwise, all references herein
to a "day" are deemed to be a reference to a calendar day. All references to
"business day" mean any day of the year other than a Saturday, Sunday or a
public or bank holiday in California. Unless expressly stated otherwise,
cross-references herein refer to provisions within this Agreement and are not
references to the overall transaction or to any other document.
5
7
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
persons thereunto duly authorized as of the date first above written.
THE CORPORATION: WASTE CONNECTIONS OF IDAHO, INC.
By: ____________________________________
Xxxxxx X. Xxxxxxxxxxxx, President
THE STOCKHOLDERS:
________________________________________
J. Xxxxxxxx Xxxxxx
________________________________________
Xxxxxx X. Xxxxxxxxxxxx
________________________________________
Xxxxx X. Xxxxxx, Xx.
WCI: WASTE CONNECTIONS, INC.
By: ____________________________________
Xxxxxx X. Xxxxxxxxxxxx
Chief Executive Officer & President
7
8
TABLE OF CONTENTS
Page
----
1. PURCHASE OF CORPORATION'S STOCK................................... 1
1.1 SHARES TO BE PURCHASED...................................... 1
1.2 PURCHASE PRICE.............................................. 1
2. CLOSING TIME AND PLACE............................................ 1
3. REPRESENTATIONS AND WARRANTIES OF THE
CORPORATION AND THE STOCKHOLDERS.................................. 2
3.1 ORGANIZATION, STANDING AND QUALIFICATION.................... 2
3.2 CAPITALIZATION.............................................. 2
3.3 ALL STOCK BEING ACQUIRED.................................... 2
3.4 AUTHORITY FOR AGREEMENT..................................... 2
4. REPRESENTATIONS AND WARRANTIES OF WCI............................. 2
AUTHORIZATION OF AGREEMENT........................................ 2
5. CONDITION PRECEDENT TO OBLIGATION OF WCI TO
CLOSE............................................................. 3
6. CONDITION PRECEDENT TO OBLIGATION OF THE
STOCKHOLDERS TO CLOSE............................................. 3
7. CLOSING DELIVERIES................................................ 3
7.1 WCI DELIVERIES.............................................. 3
7.2 STOCKHOLDERS DELIVERIES..................................... 3
8. GENERAL........................................................... 4
8.1 ADDITIONAL CONVEYANCES...................................... 4
8.2 ASSIGNMENT.................................................. 4
8.3 COUNTERPARTS................................................ 4
8.4 NOTICES..................................................... 4
8.5 APPLICABLE LAW.............................................. 4
8.6 CAPTIONS.................................................... 5
8.7 NUMBER AND GENDER OF WORDS; CORPORATION..................... 5
8.8 ENTIRE AGREEMENT............................................ 5
8.9 WAIVER...................................................... 5
8.10 CONSTRUCTION................................................ 5
i
9
SCHEDULE 3.2
Authorized capital of Waste Connections of Idaho, Inc.: 10,000 shares
of Common Stock, with a par value of $0.01 per share.
Record owners:
(1) Xxxxxx X. Xxxxxxxxxxxx owns 100 shares of the Common Stock of Waste
Connections of Idaho, Inc. represented by Stock Certificate number 1.
Xxxxxx X. Xxxxxxxxxxxx'x address is c/o Waste Connections, Inc., 0000
Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxx 00000.
(2) J. Xxxxxxxx Xxxxxx owns 100 shares of the Common Stock of Waste
Connections of Idaho, Inc. represented by Stock Certificate Number 2.
J. Xxxxxxxx Xxxxxx'x address is c/o Continental Paper Recycling, Inc.,
0000 XX Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxx 00000.
(3) Xxxxx X. Xxxxxx, Xx., owns 100 shares of the Common Stock of Waste
Connections of Idaho, Inc. represented by Stock Certificate Number 3.
Xxxxx X. Xxxxxx, Xx.'s address is 0000 XX Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxx, Xxxxxx 00000.
