1
EXHIBIT 10.14
===============================================================================
STOCK PURCHASE AGREEMENT
BY AND BETWEEN
KBK CAPITAL CORPORATION
AND
XXXXXX COMMERCIAL FINANCE, L.L.C.
OCTOBER ___, 1999
===============================================================================
2
TABLE OF CONTENTS
ARTICLE I SALE AND PURCHASE OF STOCK; CLOSING..........................................................1
1.1 Sale and Purchase of Initial Shares...................................................1
1.2 Sale and Purchase of Deferred Shares..................................................1
1.3 Purchase of Additional Shares.........................................................1
1.4 Purchase Price........................................................................2
1.5 Closing...............................................................................2
1.6 Initial Closing Deliveries............................................................2
1.7 Subsequent Closing Deliveries.........................................................3
ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER.....................................................3
2.1 Organization, Existence and Good Standing.............................................3
2.2 Authority.............................................................................3
2.3 Title.................................................................................4
2.4 Consents and Approvals; No Violation..................................................4
2.5 Other Obligations.....................................................................4
2.6 Access to Information.................................................................4
2.7 Disclosure............................................................................4
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PURCHASER..............................................4
3.1 Organization, Existence and Good Standing.............................................4
3.2 Authority.............................................................................4
3.3 Consents and Approvals; No Violation..................................................5
ARTICLE IV ADDITIONAL AGREEMENTS........................................................................5
4.1 Legality..............................................................................5
4.2 Voting of Deferred Shares.............................................................5
ARTICLE V MISCELLANEOUS................................................................................5
5.1 Nature and Survival of Representations, Warranties and Covenants......................5
5.2 Amendment and Modification............................................................5
5.3 Waiver; Consents......................................................................5
5.4 Further Assurances....................................................................6
5.5 Notices...............................................................................6
5.6 Assignment............................................................................6
5.7 Governing Law.........................................................................7
5.8 Service...............................................................................7
5.9 Counterparts..........................................................................7
5.10 Interpretation........................................................................7
5.11 Entire Agreement......................................................................7
5.12 Attorneys' Fees.......................................................................7
5.13 Expenses..............................................................................7
3
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is entered into as of
_______________ ___, 1999, by and between Xxxxxx Commercial Finance, L.L.C.
("Seller") and KBK Capital Corporation (the "Purchaser").
RECITALS
WHEREAS, Seller is the owner of 483,795 shares (the "Stock") of Common
Stock, par value $.01 per share, of the Purchaser;
WHEREAS, the Purchaser desires to acquire from Seller, and Seller
desires to sell to the Purchaser, the Stock;
WHEREAS, Seller is making certain representations, warranties,
covenants and indemnities herein as an inducement for the Purchaser to enter
into this Agreement; and
WHEREAS, capitalized terms not otherwise defined herein shall have the
meanings set forth in Exhibit A.
NOW, THEREFORE, in consideration of the respective representations,
warranties and covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:
ARTICLE I
SALE AND PURCHASE OF STOCK; CLOSING
1.1 SALE AND PURCHASE OF INITIAL SHARES. Subject to the terms and
conditions of this Agreement, Seller does hereby sell, assign, transfer and
deliver to the Purchaser, and the Purchaser does hereby purchase and acquire
from Seller an aggregate of 100,000 shares of the Stock (the "Initial Shares").
1.2 SALE AND PURCHASE OF DEFERRED SHARES. Subject to the terms
and conditions of this Agreement, Seller hereby agrees to sell, assign,
transfer and deliver to the Purchaser, and the Purchaser hereby agrees to
purchase and acquire from Seller an aggregate of 383,795 shares of the Stock in
the amounts and on the dates set forth on Exhibit B (the "Deferred Shares").
1.3 PURCHASE OF ADDITIONAL SHARES. At each Subsequent Closing (as
hereinafter defined), the Purchaser shall have the option, in its sole
discretion, to purchase a greater number of shares of Stock than that set forth
on Exhibit B with respect to the date of such Subsequent Closing (the
"Accelerated Amount"). The purchase price for the Accelerated Amount shall be
the same as that set forth on Exhibit B for the shares of Stock to be purchased
on such Subsequent Closing. If such greater number of shares is purchased, the
number of the remaining shares to be purchased at each Subsequent Closing
thereafter will be reduced on a pro rata basis, such that the aggregate number
of shares of Stock purchased by the Purchaser pursuant to this Agreement is
483,795.
1
4
1.4 PURCHASE PRICE. The cash purchase price for the Initial
Shares shall be $500,000 which shall be payable by the wire transfer of
immediately available funds to an account designated by Seller (the "Initial
Payment"). The purchase price for the Deferred Shares shall be as set forth on
Exhibit B and shall be payable by wire transfer to an account designated by
Seller (the "Deferred Payments"). The Initial Payment and the Deferred Payments
shall collectively be referred to herein as the "Purchase Price."
1.5 CLOSING. The closing of the sale and purchase of the Initial
Shares (the "Initial Closing") shall take place at the offices of KBK Capital
Corporation, 301 Commerce Street, 0000 Xxxx Xxxxxx XX, Xxxx Xxxxx, Xxxxx 00000
on the date hereof. The closings of the sales and purchases of the Deferred
Shares (each a "Subsequent Closing" and, collectively, the "Subsequent
Closings") shall take place at the offices of KBK Capital Corporation, 301
Commerce Street, 0000 Xxxx Xxxxxx XX, Xxxx Xxxxx, Xxxxx 00000 on the dates set
forth on Exhibit B.
1.6 INITIAL CLOSING DELIVERIES.
(a) At the Initial Closing, Seller shall deliver or
cause to be delivered to the Purchaser:
(i) certificates representing the Initial Shares,
duly endorsed for transfer to the Purchaser, which shall transfer to
the Purchaser good and valid title to the Stock, free and clear of all
Encumbrances;
(ii) certificates, dated as of a date no earlier
than 10 days before the Initial Closing, duly issued by the
appropriate governmental authority in _____ showing that Seller is in
existence and in good standing and authorized to do business;
(iii) unanimous written consents of the managers and
members of Seller, authorizing the transactions contemplated by this
Agreement;
(iv) an Escrow Agreement in substantially the form
of Exhibit C hereto;
(v) a Release of the Purchaser (executed by Seller
and each of its members) in substantially the form of Exhibit D
hereto;
(vi) a Voting Agreement and Irrevocable Proxy in
substantially the form of Exhibit E hereto; and
(vii) such other documents, as may be required by
this Agreement or reasonably requested by the Purchaser.
(b) At the Initial Closing, the Purchaser shall deliver
to Seller
(i) the Initial Payment; and
2
5
(ii) a certificate, executed by the Purchaser
and dated as of the date of the Initial Closing, to the effect that
the Purchaser has received the prior approval of Bank One, Texas, N.A.
1.7 SUBSEQUENT CLOSING DELIVERIES.
(a) At each Subsequent Closing, Seller shall deliver or
cause to be delivered to the Purchaser:
(i) certificates representing such Deferred Shares
to be transferred to the Purchaser, duly endorsed for
transfer to the Purchaser, which shall transfer to the
Purchaser good and valid title to the Stock, free and clear
of all Encumbrances; and
(ii) a certificate, executed by Seller and dated as
of the date of the Subsequent Closing, to the effect that the
representations and warranties of Seller contained in this
Agreement are true, correct and complete as of such date.
(b) At each Subsequent Closing, the Purchaser shall deliver
to Seller:
(i) the appropriate Deferred Payment as set forth on
Exhibit B; and
(ii) a certificate, executed by the Purchaser and
dated as of the date of the Subsequent Closing, to the effect
that the representations and warranties of the Purchaser
contained in this Agreement are true, correct and complete as
of such date.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to the Purchaser as follows:
2.1 ORGANIZATION, EXISTENCE AND GOOD STANDING. Seller is a
limited liability company duly organized, validly existing and in good standing
under the laws of the state of Louisiana and each has full power and authority
to carry on its business as now being conducted, to own or lease and operate
its properties and assets, and to perform all its obligations under the
agreements and instruments to which it is a party or by which it is bound.
True, correct and complete copies of the Articles of Organization (certified as
of a recent date by the Secretary of State of Louisiana) and the Operating
Agreement (certified as of the date hereof by the Seller) of Seller, with
amendments thereto through the date of this Agreement (collectively, the
"Organizational Documents"), have been delivered by Seller to the Purchaser.
2.2 AUTHORITY. Seller has the requisite capacity, power and
authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby. Seller's
execution and delivery of this Agreement, the performance of its obligations
hereunder, and the consummation of the transactions contemplated hereby have
been duly and validly authorized and approved by the managers and members of
Seller. This Agreement has been duly and validly executed and delivered by
Seller, and this Agreement constitutes the legal, valid and binding agreement
of Seller, enforceable against it in accordance with its terms.
3
6
2.3 TITLE. Seller has good and valid title to the Stock, free and
clear of all Encumbrances or adverse claims of any type whatsoever. Seller is
not a party to any option, warrant, purchase right or other contract or
commitment that could require Seller to sell, transfer or otherwise dispose of
any of the Stock.
2.4 CONSENTS AND APPROVALS; NO VIOLATION. No consent, notice or
approval of any third party is necessary in connection with Seller's execution
and delivery of this Agreement or the consummation of the transactions
contemplated hereby. The execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby, and the compliance by
Seller with any of the provisions hereof will not (i) conflict with or violate
any provision of the Organizational Documents of Seller, (ii) result in a
violation or breach of, or constitute (with or without due notice or lapse of
time or both) a default (or give rise to any right of termination, cancellation
or acceleration) under, any of the terms, conditions or provisions of any note,
contract, agreement, commitment, bond, mortgage, indenture, license, lease,
pledge agreement or other instrument or obligation to which Seller is a party
or by which Seller may be bound, (iii) violate or conflict with any law,
regulation, judgment, order, writ, injunction, decree or other legal document
binding upon Seller, or (iv) result in, or require, the creation or imposition
of, any Encumbrance upon the Stock.
2.5 OTHER OBLIGATIONS. As of the date hereof, except for the
obligations of the Purchaser created by this Agreement, the Purchaser does not
owe any indebtedness or have any other obligation of any kind or nature
whatsoever to Seller or any of its members.
2.6 ACCESS TO INFORMATION. Seller hereby acknowledges, represents
and warrants that its representatives and members have been afforded access to
all of the books, records and premises of the Purchaser and such
representatives and members have examined the same or caused the same to be
examined to the extent they deem necessary or appropriate such that Seller and
its members do not desire further information or data concerning the Purchaser.
Seller hereby acknowledges, represents and warrants that it has independently
concluded that the Purchase Price of the Shares is acceptable and that it has
not relied on the estimations or opinions of the Purchaser with respect to such
value.
2.7 DISCLOSURE. No representation or warranty of Seller contained
in this Agreement contains any untrue statement or omits to state a material
fact necessary in order to make the statements herein or therein, in light of
the circumstances under which they were made, not misleading.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to Seller as follows:
3.1 ORGANIZATION, EXISTENCE AND GOOD STANDING. The Purchaser is a
corporation duly organized, validly existing and in good standing under the
laws of the state of Delaware.
3.2 AUTHORITY. The Purchaser has full corporate power and
authority to execute and deliver this Agreement, to perform its obligations
hereunder, and to consummate the transactions contemplated hereby. The
Purchaser's execution and delivery of this Agreement, the
4
7
performance of its obligations hereunder, and the consummation of the
transactions contemplated hereby have been duly and validly authorized and
approved by the board of directors of the Purchaser. This Agreement has been
duly and validly executed and delivered by the Purchaser and constitutes the
legal, valid and binding agreement of the Purchaser enforceable against the
Purchaser in accordance with its terms.
3.3 CONSENTS AND APPROVALS; NO VIOLATION. Neither the execution
and delivery of this Agreement, the consummation of the transactions
contemplated hereby, nor the compliance by the Purchaser with any of the
provisions hereof will, as of the date of the Initial Closing, (i) conflict
with or violate any provision of the Certificate of Incorporation or Bylaws of
the Purchaser, (ii) result in a material violation or material breach of, or
constitute (with or without due notice or lapse of time or both) a default (or
give rise to any right of termination, cancellation or acceleration) under, any
of the terms, conditions or provisions of any material note, contract,
agreement, commitment, bond, mortgage, indenture, license, lease, pledge
agreement or other instrument or obligation to which the Purchaser is a party
or by which the Purchaser or any of its properties or assets may be bound,
(iii) violate or conflict with any law, regulation, judgment, order, writ,
injunction, decree or other legal document binding upon Purchaser, or (iv)
result in, or require, the creation or imposition of, any Encumbrance upon the
Stock.
ARTICLE IV
ADDITIONAL AGREEMENTS
4.1 LEGALITY. Purchaser and Seller agree that Purchaser shall
have no obligation to purchase and acquire from Seller any shares of the Stock
pursuant to this Agreement if such purchase and acquisition would not be in
compliance with applicable laws, including, but not limited to, the applicable
provisions of the Delaware General Corporation Law.
4.2 VOTING OF DEFERRED SHARES. Seller hereby agrees to vote all
of the Deferred Shares in accordance with the recommendations of management of
the Purchaser and to timely instruct the Escrow Agent (as such term is defined
in the Escrow Agreement) as to such vote.
ARTICLE V
MISCELLANEOUS
5.1 NATURE AND SURVIVAL OF REPRESENTATIONS, WARRANTIES AND
COVENANTS. All representations, warranties and covenants of Seller and
Purchaser set forth herein shall survive the Initial Closing indefinitely.
5.2 AMENDMENT AND MODIFICATION. This Agreement may be amended,
modified, terminated, rescinded or supplemented only by written agreement of
the parties hereto.
5.3 WAIVER; CONSENTS. The rights and remedies of the parties to
this Agreement are cumulative and not alternative. Any failure of a party to
comply with any obligation, covenant, agreement or condition herein may be
waived by each party affected thereby only by a written instrument signed by
the party granting such waiver. No waiver, or failure to insist upon strict
compliance, by any party of any condition or any breach of any obligation,
term, covenant, representation, warranty or agreement contained in this
Agreement, in any one or more instances, shall be construed to be a waiver of,
or estoppel with respect to, any other condition or any other
5
8
breach of the same or any other obligation, term, covenant, representation,
warranty or agreement. Whenever this Agreement requires or permits consent by
or on behalf of any party hereto, such consent shall be given in writing in a
manner consistent with the requirements for a waiver.
5.4 FURTHER ASSURANCES. The parties hereto agree (i) to furnish
upon request to each other such further information, (ii) to execute and
deliver to each other such other documents, and (iii) to do such other acts and
things, all as the other party hereto may at any time reasonably request, for
the purpose of carrying out the intent of this Agreement and the documents
referred to herein.
5.5 NOTICES. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given when (i) delivered
personally, (ii) sent by telecopier (with receipt confirmed), provided that a
copy is mailed by registered or certified mail, return receipt requested, or
(iii) received by the addressee, if sent by Express Mail, Federal Express or
other express delivery service (receipt requested) or by registered or certified
mail, return receipt requested, in each case to the other party at the following
addresses and telecopier numbers (or to such other address or telecopier number
for a party as shall be specified by like notice; provided that notices of a
change of address or telecopier number shall be effective only upon receipt
thereof):
if to Seller, to: Xxxxxx Commercial Finance, L.L.C.
c/o Xxxxxx X. Xxxxxx
P. O. Xxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
with a copy to: Xxxxx X. Xxxxxx
P. O. Box 51869
Xxxxxxxxx, Xxxxxxxxx 00000
Fax No.: (000) 000-0000
if to the Purchaser, to: Xx. Xxxxxx X. XxXxx
KBK Capital Corporation
2200 City Center II
000 Xxxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Fax No.: (000) 000-0000
with a copy to: Xx. Xxxx X. Xxxxx
Xxxxx Xxxxxxx & Xxxx LLP
0000 Xxxxx Xxxxx
000 Xxxxxx
Xxxxxxx, Xxxxx 00000-0000
Fax No.: (000) 000-0000
5.6 ASSIGNMENT. This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. This Agreement is not intended to
and shall not confer upon any person other than the parties any rights or
remedies hereunder or with respect hereto.
6
9
5.7 GOVERNING LAW. This Agreement shall be governed by the laws
of the State of Texas (regardless of the laws that might otherwise govern under
applicable principles of conflicts of law) as to all matters, including but not
limited to matters of validity, construction, effect, performance and remedies.
5.8 SERVICE. Any process against the Purchaser or Seller in, or
in connection with, any suit, action or proceeding arising out of or relating
to this Agreement or any of the transactions contemplated by this Agreement may
be served personally or by certified mail at the address set forth in Section
5.5 with the same effect as though served on it or him personally.
5.9 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.
5.10 INTERPRETATION. The article and section headings contained in
this Agreement are solely for the purpose of reference, are not part of the
agreement of the parties and shall not in any way affect the meaning or
interpretation of this Agreement.
5.11 ENTIRE AGREEMENT. This Agreement, including exhibits hereto,
and the documents and instruments referred to herein, embodies the entire
agreement and understanding of the parties hereto in respect of the subject
matter contained herein. There are no restrictions, promises, representations,
warranties, covenants, or undertakings other than those expressly set forth or
referred to herein
5.12 ATTORNEYS' FEES. In the event any party hereto institutes a
proceeding or other action against any other party hereto for a claim arising
out of or to enforce this Agreement, the parties agree that the judge in any
such proceeding or action shall be entitled to determine the extent to which
any party shall pay the reasonable attorneys' fees incurred by the other party
in connection with such proceeding or action, which determination shall take
into consideration the outcome of such proceeding or action and such other
factors as the judge may determine to be equitable in the circumstances.
5.13 EXPENSES. All costs and expenses incurred in connection with
the transactions contemplated by this Agreement shall be paid by the party
incurring such costs and expenses.
7
10
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf as of the date first above written.
KBK CAPITAL CORPORATION
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
XXXXXX COMMERCIAL FINANCE, L.L.C.
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
8
11
EXHIBIT A
DEFINITIONS
The following terms shall have the meanings specified or referred to
below whether or not capitalized when used in this Agreement.
"Affiliate" means, with respect to a specified Person, (a) any Entity
of which such Person is an executive officer, director, partner, trustee or
other fiduciary or is directly or indirectly the beneficial owner of 20% or
more of any class of equity security thereof or other financial interest
therein; (b) if such Person is an individual, any relative or spouse of such
individual, or any relative of such spouse (such relative being related to the
individual in question within the second degree) and any Entity of which any
such relative, spouse, or relative of spouse is an executive officer, director,
partner, trustee or other fiduciary or is directly or indirectly the beneficial
owner of 20% or more of any class of equity security thereof or other financial
interest therein; or (c) any Person that directly, or indirectly through one or
more intermediaries, controls, is controlled by, or is under common control
with the Person specified. For purposes of this definition, "executive officer"
means the president, any vice president in charge of a principal business unit,
division or function such as sales, administration, research and development,
or finance, and any other officer, employee or other Person who performs a
policy making function or has the same duties as those of a president or vice
president. For purposes of this definition, "control" (including "controlling",
"controlled by" and "under common control with") means the possession, direct
or indirect, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities,
by contract or otherwise.
"Encumbrance" means any lien, pledge, hypothecation, charge, mortgage,
deed of trust, security interest, encumbrance, equity, trust, equitable
interest, claim, easement, right-of-way, servitude, right of possession, lease
tenancy, license, encroachment, burden, intrusion, covenant, infringement,
interference, proxy, option, right of first refusal, community property
interest, legend, defect, impediment, exception, condition, restriction,
reservation, limitation, impairment, imperfection of title, restriction on or
condition to the voting of any security, restriction on the transfer of any
security or other asset, restriction on the receipt of any income derived from
any security or other asset, and restriction on the possession, use, exercise
or transfer of any other attribute of ownership, whether based on or arising
from common law, constitutional provision, statute or contract.
"Entity" means any company, corporation, limited partnership, joint
venture, joint stock association, estate, trust, cooperative, foundation,
union, syndicate, league, consortium, coalition, committee, society, firm or
other enterprise, association, organization or entity of any nature, other than
a governmental authority.
"Person" means any individual, Entity or governmental authority.
A-1
12
EXHIBIT B*
------------------------------------------------------------------------------
PAYMENT DATE** NUMBER OF SHARES OF STOCK PRICE PER SHARE
------------------------------------------------------------------------------
December 31, 1999 55,000 $ 5.08
------------------------------------------------------------------------------
March 31, 2000 55,000 $ 5.15
------------------------------------------------------------------------------
June 30, 2000 55,000 $ 5.23
------------------------------------------------------------------------------
September 30, 2000 55,000 $ 5.30
------------------------------------------------------------------------------
December 31, 2000 55,000 $ 5.38
------------------------------------------------------------------------------
March 31, 2001 55,000 $ 5.45
------------------------------------------------------------------------------
June 30, 2001 53,795 $ 5.53
----------------------------------------------------------------------------
TOTAL 383,795
----------------------------------------------------------------------------
* Subject to any required action by the Purchaser's directors and
stockholders, the above schedule shall be proportionately adjusted for any
increase or decrease in the number of issued shares of the common stock of the
Purchaser resulting from a subdivision or consolidation of shares or the
payment of a stock dividend (but only on the common stock of the Purchaser), a
stock split, a reverse stock split, or any other increase or decrease in the
number of such shares effected without receipt of consideration by the
Purchaser.
** If the Payment Date is not a business day, the Subsequent Closing to
be held on such Payment Date shall occur on the next following business day.
B-1
13
EXHIBIT C
ESCROW AGREEMENT
C-1
14
EXHIBIT D
RELEASE OF CLAIMS
THIS RELEASE OF CLAIMS ("Release") dated the ___ day of
________________, 1999, is executed and delivered by the undersigned to KBK
Capital Corporation, a Delaware corporation (the "Purchaser").
WHEREAS, the Purchaser and Xxxxxx Commercial Finance, L.L.C., a
Louisiana limited liability company (the "Seller") have entered into that
certain Stock Purchase Agreement of even date herewith (the "Agreement"),
pursuant to which the Seller is selling and the Purchaser is purchasing an
aggregate of 483,795 shares of the common stock of the Purchaser;
WHEREAS, the Purchaser has required as a condition to such
transactions that the undersigned execute and deliver this Release to confirm
the absence of any claims by the undersigned against the Purchaser;
NOW, THEREFORE, in consideration of the premises contained herein and
ten dollars and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agree as
follows:
Section 1. Release. The undersigned hereby RELEASE and FOREVER
DISCHARGE the Purchaser from all manners of action, causes of action, suits,
debts, sums of money, accounts, reckonings, bonds, bills, specialties,
covenants, contracts, controversies, agreements, premises, variances,
trespasses, damages, judgments, executions, claims and demands whatsoever in
law or in equity which the undersigned ever had, now has, or hereafter can,
shall or may have against the Purchaser, in respect of any and all agreements
and obligations incurred on or prior to the date hereof, or in respect of any
event occurring or circumstances existing on or prior to the date hereof;
provided, however, that the Purchaser shall not be released from any of its
contractual obligations or liabilities to the undersigned arising under the
Agreement or any written agreement, instrument or document entered into
pursuant to or in connection with the Agreement.
Section 2. Successors. This Release shall be binding upon the
undersigned and their respective heirs, devisees, administrators, executors,
personal representatives, successors and assigns and shall inure to the benefit
of the Purchaser and its successors and assigns.
Section 3. Governing Law. This Release shall be governed by and
construed in accordance with the laws of the State of Texas, without giving
effect to Texas principles of conflicts of law.
Section 4. Counterparts. This Release may be executed in several
counterparts, each of which shall be deemed to be an original and all of which
shall constitute one and the same instrument.
Section 5. Modification. This Release may be modified only by a
written instrument executed by the undersigned and the Purchaser.
D-1
15
IN WITNESS WHEREOF, the undersigned have executed this Release
effective as of the date first above written.
XXXXXX COMMERCIAL FINANCE, L.L.C.
By:
---------------------------------------
Name:
---------------------------------------
Title:
------------------------------------
--------------------------------------------
Xxxxxx X. Xxxxxx
--------------------------------------------
Xxxxxxx X. Xxxxxx
--------------------------------------------
E. Xxxxx Xxxxx
--------------------------------------------
Xxxxxxx X. Xxxxxx
--------------------------------------------
Xxxxxx X. Xxxxxx
--------------------------------------------
Xxxxx X. Xxxxxxxx
XXXXXX CHILDREN'S TRUST
By:
---------------------------------------
Xxxxxxx X. Xxxxxx, Trustee
COASTAL, INC.
By:
---------------------------------------
Xxxxxxx X. Xxxxxx, President
X-0
00
XXXXX XX XXXXXXXXX )
)
XXXXXXX OF LAFAYETTE )
This instrument was acknowledged before me on _____________, 1999 by
____________________, the ________________ of Xxxxxx Commercial Finance, L.L.C.
----------------------------------------
Notary Public in and for the
State of Louisiana
----------------------------------------
Notary's Name Typed or Printed
My Commission Expires:
-----------------
D-3
17
EXHIBIT E
VOTING AGREEMENT AND IRREVOCABLE PROXY
