EXHIBIT 10.2
TRANSFER AGREEMENT
TRANSFER AGREEMENT, dated as of February 6, 1998 by and among
Lanxide Corporation ("Lanxide"), DHB Capital Group, Inc. ("DHB"),
Lanxide Armor Products, Inc. ("LAP"), Lanxide Electronic Components,
Inc. ("LEC") and Lanxide Technology Company, L.P. ("LTC").
WHEREAS, pursuant to the terms of the Assignment Agreement
(the "Assignment Agreement"), dated as of February 6, 1998, by and
between DHB and E. I. du Pont de Nemours and Company ("DuPont"), DuPont
has assigned all of its right, title and interest under the Letter
Agreement (as defined in the Assignment Agreement) relating to Option 1
(as defined in the Assignment Agreement); and
WHEREAS, Lanxide, in connection with the execution of this
Agreement, is simultaneously notifying DuPont that it does not intend
to meet its obligations under the Note (as defined in the Assignment
Agreement).
NOW, THEREFORE, intending to be legally bound hereby, the
parties agree as follows:
1. Transfer of LEC and LAP.
(a) DHB hereby notifies Lanxide that it elects to
acquire all of the outstanding common equity securities of LEC and LAP
(the "Equity Securities") pursuant to Option 1.
(b) Lanxide hereby conveys, assigns, transfers and
delivers to DHB all of the Equity Securities (the "Equity Sale")
pursuant to Option 1.
(c) Notwithstanding the Equity Sale, Lanxide shall
retain custody, to the extent permitted by law, of (i) all information
covered by LAP's U.S. Government Facility Clearance until DHB obtains a
U.S. Government Facility Clearance covering such information and (ii)
all assets covered by LAP's Federal Firearms License until DHB obtains
a Federal Firearms License covering such assets.
(d) DHB hereby agrees to use its best efforts, and
Lanxide hereby agrees to assist DHB in connection therewith, to cause
LEC and LAP to hire, at a minimum, all of the persons employed as of
February 2, 1998, by LEC and LAP, respectively, upon substantially the
same wages that such persons were receiving from LEC and LAP as of
February 2, 1998 and consistent with current benefits provided by DHB
to its employees..
(e) DHB hereby agrees to the cancellation of the
outstanding shares of preferred stock of LEC that DuPont is
transferring to DHB pursuant to the Assignment Agreement and waives any
and all rights relating thereto.
(f) Lanxide hereby represents and warrants to DHB that:
(i) the Equity Securities constitute all of the issued and outstanding
common equity of LEC and LAP, other than certain options to acquire
securities of LEC held by employees of LEC representing no more than
10% of the common equity of LEC; (ii) accounts payable of LEC are not
greater than $506,000 and the accounts payable of LAP are not greater
than $320,000; (iii) all rent on real estate occupied by LEC and LAP at
Marrows Road has been paid through March 31; (iv) LAP rent at Forge
Road through March 31 will be paid by Lanxide; (v) the attached
Equipment List represents machinery and equipment owned or leased by
LEC and LAP and, to the extent necessary for operations, is in
satisfactory working condition; (vi) financial statements and other
documents provided to DHB by Lanxide in connection with the
transactions contemplated thereby, are to the best knowledge of
Lanxide, true and correct in all material respects or to be completed;
(vii) Lanxide is current on its real estate taxes; and (viii)
utilities, including telephone through the date hereof will be paid by
Lanxide from the proceeds of asset sales. Lanxide will use its best
efforts to ensure that telephone service will not be shut off pending
such payments. EXCEPT FOR THE FOREGOING REPRESENTATIONS AND
WARRANTIES, LANXIDE HAS NOT MADE AND DOES NOT HEREBY MAKE ANY EXPRESS
OR IMPLIED REPRESENTATIONS AND WARRANTIES OF ANY NATURE AND DHB
ACKNOWLEDGES AND AGREES THAT IT IS ACQUIRING LEC AND LAP PURSUANT TO
THE OPTION ON AN "AS IS WHERE IS" BASIS.
(g) DHB hereby releases Lanxide from any further
obligation or liability under the Guarantee Agreement.
2. Sale of LAP Equipment.
(a) DHB hereby sells, conveys, assigns, transfers and
delivers to LTC, and LTC hereby purchases and acquires from DHB, all of
the assets set forth on Schedule 1 hereto (the "Asset Sale").
(b) In consideration of the Asset Sale, upon the
execution of this Agreement, LTC shall immediately pay an aggregate
cash payment of $1.00 to DHB.
(c) Lanxide agrees to require any purchaser of the
assets set forth on Schedule 1 hereto from LTC to provide adequate
assurance that such purchaser will provide castable MMC Ingot to LEC on
a basis no less favorable than those made available to any other
customer of like quantity and quality of MMC Ingot.
3. License Agreement.
(a) LTC and LEC each agrees that the License Agreement,
dated as of July 25, 1995, between LTC and LEC is hereby amended in the
manner set forth in Schedule 2 hereto, effective as of the date hereof.
(b) LTC and LAP each agrees that the License Agreement
dated as of March 31, 1987, between LTC and LAP (f/k/a Lanxide Products
Company, Inc.) is hereby amended in the manner set forth in Schedule 3
hereto, effective as of the date hereof.
4. Miscellaneous.
(a) Notwithstanding anything to the contrary contained
in this Agreement, no party hereto shall have any obligation or
liability under this Agreement until DHB pays DuPont $4,800,000 in
accordance with Section 2(a) of the Assignment Agreement.
(b) All of the transactions contemplated by this
Agreement shall be deemed to have occurred simultaneously, and no such
transaction shall be deemed to have been consummated until all such
transactions have been consummated.
(c) This Agreement may be amended, modified or
supplemented at any time by written agreement of the parties hereto.
(d) This Agreement contains the entire understanding
of the parties hereto with respect to its subject matter and supersedes
all prior agreements and understandings, oral and written, with respect
to its subject matter.
(e) Should any provision of this Agreement for any
reason be declared invalid or unenforceable, such decision shall not
affect the validity or enforceability of any of the other provisions of
this Agreement, which other provisions shall remain in full force and
effect and the application of such invalid or unenforceable provision
to persons or circumstances other than those as to which it is held
invalid or unenforceable shall be valid and be enforced to the fullest
extent permitted by law.
(f) This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, executors, successors and permitted
assigns, but except as contemplated herein, neither this Agreement nor
any of the rights, interests or obligations hereunder shall be
assigned, directly or indirectly, by any party hereto without the prior
written consent of the other parties hereto. Nothing contained herein
shall prohibit DHB from selling LEC with its license from LTC or
require Lanxide's consent thereto.
(g) This Agreement is not intended and shall not be
deemed to confer upon or give any person except the parties hereto and
their respective successors and permitted assigns any remedy, claim,
liability, reimbursement, cause of action or other right under or by
reason of this Agreement.
(h) This Agreement may be executed simultaneously in
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
(i) This Agreement shall be governed by the laws of the
State of Delaware, without regard to the principles of conflicts of law
thereof.
SIGNATURE PAGE FOLLOWS
IN WITNESS WHEREOF, the parties hereto have executed this
Transfer Agreement as of the date first written above.
LANXIDE CORPORATION
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: President
DHB CAPITAL GROUP, INC.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Chairman of the Board
LANXIDE ARMOR PRODUCTS, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Secretary
LANXIDE ELECTRONIC COMPONENTS, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Secretary
LANXIDE TECHNOLOGY COMPANY, L.P.
By: Lanxide Corporation,
General Partner
By: /s/ Xxxx X. Xxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
