STOCK PURCHASE AGREEMENT
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Stock Purchase Agreement, dated as of the 30th day of June, 1997, by
and between Xxxxxxx Xxxxxxx Xxxxxx (hereinafter referred to as the "Seller")
and Big Cloud Powder Corporation (hereinafter referred to as the "Purchaser").
WHEREAS, the Purchaser desires to purchase from the Seller, and the
Seller desires to sell to the Purchaser, all of the outstanding capital stock
of Chicago Contract Powder Corporation (the "Company"), an Illinois
corporation;
WHEREAS, the Seller is the registered and beneficial owner of all of
the Company's capital stock which consists of 100 shares of common stock,
without par value, represented by Certificate No. 1 in the amount of one
hundred (100) shares (the "Shares");
WHEREAS, the Seller and the Company have entered into a letter
agreement, dated October 1995, with USA Detergents, Inc. ("USAD"), the parent
company of Purchaser (the "1995 Agreement"), pursuant to which Seller and the
Company promised to perform certain acts for the Purchaser, including
transferring the Shares to USAD or Big Cloud, at USAD's request;
WHEREAS, the Company issued a Non-Interest Bearing Promissory Note,
dated December 28, 1995, in favor of the Purchaser (the "Note"), which
provides, in part, that in the event Big Cloud or USAD exercises its rights
under Section (a)(iii)(1) of the 1995 Agreement, the Note will be deemed to be
paid in full; and
WHEREAS, the Seller pledged the Shares to secure payment of the Note
and performance under the 1995 Agreement pursuant to a Pledge and Assignment
Agreement, dated October 1995, between the Seller and the Purchaser (the
"Pledge Agreement").
NOW, THEREFORE, in consideration of the promises and mutual promises
herein contained, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto hereby
agree as follows:
Section 1. Purchase and Sale. At the closing to be made hereunder (the
"Closing") and in consideration of the extinguishment of the pledge under the
terms of the Pledge Agreement, and the release from all other obligations,
including those under the 1995 Agreement, the Seller shall sell the Shares to
the Purchaser and, subject to the truth and accuracy of the representations and
the warranties contained in Section 2 hereof, the Purchaser shall purchase from
the Seller the Shares, at an aggregate purchase price of $10.00. The Closing
shall occur immediately upon the execution and delivery of this Purchase
Agreement, or at such later time as shall be agreed upon by Seller and the
Purchaser.
Section 2. Representations and Warranties.
The Seller and the Company each, jointly and severally, represent as
follows:
2.1 Power and Authority. The Seller owns, and at the Closing will
own, the Shares, free and clear of any and all liens, claims, encumbrances and
security interests other than those created pursuant to the Pledge Agreement
and the 1995 Agreement, and has, and at the Closing will have, good, valid and
marketable title to such Shares, with full power and authority to sell,
transfer and deliver such Shares. Upon payment therefor as provided in this
Agreement, the Purchaser will acquire good, valid and marketable title to the
Shares, free and clear of any and all liens, claims, encumbrances and security
interests.
2.2 Execution. This Agreement has been duly executed by the
Seller and constitutes the legal, valid and binding obligation of the Seller,
enforceable against the Seller in accordance with its terms.
2.3 No Conflict; Consents. Neither the execution of this
Agreement by the Seller nor the consummation of the transaction contemplated
hereby will (a) conflict with, result in a breach or violation of, or
constitute a default under any statute, judgment, order, regulation or decree
or any instrument, contract, organizational document or other agreement to
which the Seller is a party or by which he is bound, or (b) require any Seller
to obtain any authorization, consent, approval or waiver from, or to make any
filing with, any public body or authority or to obtain the approval or consent
of any other person.
2.4 Brokers Fees. The Seller has not retained any broker or
finder in connection with the transactions contemplated by this Agreement, nor
does the Seller have any liability for any commission or compensation in the
nature of an agent's fee to any broker or finder or any other person.
2.5 No Violations or Liabilities. Seller has complied with and is
not in violation of any covenant made pursuant to the Note, the Pledge
Agreement, the 1995 Agreement, or any related document, and, except for the
indebtedness represented by the Note, the Company has no outstanding
indebtedness or liability, contingent or otherwise.
Section 3. Entire Understanding. This Agreement expresses the entire
understanding of the Seller and the Purchaser with respect to the transaction
described and referred to by the provisions of this Agreement and supersedes
all prior and all contemporaneous agreements and undertakings of the Seller and
the Purchaser with respect to the subject matter of this Agreement. Seller will
have no further liability or obligation to Purchaser pursuant to the 1995
Agreement, the Note, the Pledge Agreement or any other agreement, other than
pursuant to the terms of this Agreement.
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Section 4. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to the conflict of laws principles thereof.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement as of the date first above written.
/s/ Xxxxxxx Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxxx Xxxxxx
CHICAGO CONTRACT POWDER CORPORATION
By: /s/ President
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Name:
Title:
BIG CLOUD POWDER CORP.
By: /s/ Xxxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxxx X. Xxxxxxxx
Title: President
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