EXHIBIT 10.11
STOCKHOLDER AGREEMENT
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STOCKHOLDER AGREEMENT dated as of November 30, 1999 (this "Agreement"),
among HOUSEHOLD INTERNATIONAL, INC., a Delaware corporation ("Household"),
RENAISSANCE HOLDINGS, INC., an Oregon corporation ("RHI"), Xxxxxx X. Xxxxx
("Principal"), and the party who is a signatory hereto ("Stockholder").
WHEREAS, Stockholder desires that RHI, Household and RENAISSANCE CREDIT
SERVICES, INC., a Delaware corporation and a wholly-owned subsidiary of
Household ("Sub"), enter into an Agreement and Plan of Merger dated as of the
date hereof in the form of Exhibit A hereto (as the same may be amended or
supplemented, the "Merger Agreement"), pursuant to which it is intended that
RHI merge with and into the Sub (the "Merger");
WHEREAS, Stockholder is a signatory to the Transfer Restriction Agreement
dated as of June 10, 1997 (the "Transfer Agreement") by and among RHI, the
Principal, General Electric Capital Corporation ("GECC") and certain other
shareholders of RHI ("Restricted Shareholders");
WHEREAS, other Restricted Shareholders, except for GECC, have agreed to
enter into an agreement substantially similar to this Agreement (the
"Stockholder Agreement");
WHEREAS, GECC has agreed to enter into an agreement substantially similar
to this Agreement (the "GECC Stockholder Agreement"), and has agreed, among
other things, to the execution and delivery of this Agreement by Stockholder;
WHEREAS, as of the date hereof, Stockholder is the beneficial owner of, and
has the right to vote and dispose of the number of shares of RHI common stock,
par value $.01 per share ("RHI Common Stock") which is set forth opposite such
Stockholder's name in Schedule A hereto; and
WHEREAS, Stockholder, Principal and RHI are executing this Agreement as an
inducement to Household and Sub to enter into and execute the Merger Agreement;
NOW, THEREFORE, in consideration of the execution and delivery by Household
and Sub of the Merger Agreement and the covenants, conditions and agreements
contained herein and therein, the parties agree as follows:
Section 1. General Representations, Warranties and Covenants. Stockholder
represents, warrants and covenants to RHI, Principal and Household, as of the
date of this Agreement and the Effective Time, as follows:
(a) Stockholder is the record and beneficial owner of the number of
shares of RHI Common Stock set forth opposite such Stockholder's name in
Schedule A hereto, as such Schedule is amended or modified pursuant to
Section 5 hereof (the "Stockholder's Shares" or such "Shares"). Except
for the Stockholder's Shares, Stockholder is not the
Stockholder Agreement of Xxxxxxx Xxxxxxx Page 1
record or beneficial owner of any other shares of RHI Common Stock and,
except as set forth in Schedule B hereto, does not own, or have the right
to acquire, any option, warrant or other right to subscribe for, purchase
or otherwise acquire any shares of RHI Common Stock or any security
convertible into shares of RHI Common Stock ("Options").
(b) This Agreement has been duly authorized, executed and delivered by
the Stockholder and, assuming due execution and delivery of this Agreement
by the other parties hereto, shall constitute the legal, valid and binding
obligation of the Stockholder, enforceable against the Stockholder in
accordance with its terms, except as enforceability may be limited by
bankruptcy and other similar laws and general principles of equity. Other
than the Transfer Agreement, neither the execution and delivery of this
Agreement nor the consummation by the Stockholder of the transactions
contemplated hereby will result in a violation of, or a default under, or
conflict with, any contract, trust, commitment, agreement, understanding,
arrangement or restriction of any kind to which the Stockholder is a party
or bound or to which the Stockholder's Shares or any Options are subject.
No trust of which the Stockholder is a trustee requires the consent of any
beneficiary to the execution and delivery of this Agreement or to the
consummation of the transactions contemplated hereby. If the Stockholder
is married and the Stockholder's Shares or Options constitute community
property, this Agreement has been duly authorized, executed and delivered
by, and constitutes a valid and binding agreement of, the Stockholder's
spouse, enforceable against such person in accordance with its terms,
except as enforceability may be limited by bankruptcy and other similar
laws and general principles of equity. Execution and delivery of the
Agreement by the Stockholder and performance of the transactions
contemplated hereby will not violate, or require any consent, approval or
notice under any provision of any judgment, order, decree, statute, law,
rule or regulation applicable to the Stockholder, the Stockholder's Shares
or Options.
(c) The Stockholder's Shares and the certificates representing such
Shares are now and at all times during the term hereof will be held by the
Stockholder, or by a nominee or custodian for the benefit of the
Stockholder, free and clear of all liens, claims, security interests,
proxies, voting trusts or agreements, understandings or arrangements or any
other encumbrances whatsoever, except for any such encumbrances or proxies
arising hereunder or under the Transfer Agreement.
(d) No broker, investment banker, financial adviser or other person is
entitled to any broker's, finder's, financial adviser's or other similar
fee or commission in connection with the transactions contemplated hereby
based upon arrangements made by or on behalf of the Stockholder.
(e) The Stockholder understands and acknowledges that Household and
Sub are entering into the Merger Agreement in reliance upon the
Stockholder's execution and delivery of this Agreement. In connection with
the Merger, the Merger Agreement or any transaction contemplated in
connection therewith, (i) effective as of the Effective Time, Stockholder
hereby terminates and cancels the Transfer Agreement, without any cost or
expense to RHI, GECC, Principal, Household, Sub, any Restricted Shareholder
or the
Stockholder Agreement of Xxxxxxx Xxxxxxx Page 2
Surviving Corporation and (ii) pending such termination and cancellation,
Stockholder shall not enforce any provision of the Transfer Agreement
against any of the foregoing parties.
Household represents, warrants and covenants to RHI, Stockholder and Principal,
as of the date of this Agreement and the Effective Time, as follows:
(aa) This Agreement and the Merger Agreement have been duly and
validly executed and delivered by Household and Sub, as applicable, and
assuming due execution and delivery of this Agreement by the other parties
thereto, shall constitute the legal, valid and binding obligation of
Household and Sub, as applicable, enforceable in accordance with their
terms, except as enforceability may be limited by bankruptcy and other
similar laws and general principles of equity. Neither the execution and
delivery of this Agreement or the Merger Agreement nor the consummation of
the Merger or the transactions contemplated hereby will result in the
violation of, or a default under, or conflict with, any contract, trust,
commitment, agreement, understanding, arrangement or restriction of any
kind to which Household or Sub is a party or bound. Execution and delivery
by Household and Sub of this Agreement and the Merger Agreement and
performance of the transactions contemplated thereby will not violate or
require any consent, approval or notice under any provision of any
judgment, order, decree, statute, law, rule or regulation applicable to
Household or Sub, except for (i) applicable requirements, if any, of the
OTS, the OCC, the Exchange Act, the Securities Act, the Blue Sky Laws and
the HSR Act, in each case, including rules and regulations promulgated
thereunder and (ii) the Merger Filing.
(bb) Household and Sub understand and acknowledge that each of the
Stockholder, RHI and Principal is entering into this Agreement in reliance
upon the covenant and agreement of Household and Sub to perform their
respective covenants and obligations under this Agreement and the Merger
Agreement in accordance with its terms. Household and Sub hereby covenant
to Stockholder, RHI and Principal to perform their respective covenants and
obligations under the Merger Agreement in accordance with its terms.
(cc) A true and correct copy of each of the Merger Agreement, the
Stockholder Agreement with each other Restricted Shareholder and the GECC
Stockholder Agreement is attached hereto as Exhibits A through J,
respectively.
RHI represents, warrants and covenants to Stockholder, Household, Sub and
Principal, as of the date of this Agreement and the Effective Time, as follows:
(aaa) This Agreement and the Merger Agreement have been duly and
validly executed and delivered by RHI, and assuming due execution and
delivery by the other parties thereto, each shall constitute the legal,
valid and binding obligation of RHI enforceable in accordance with their
terms, except as enforceability may be limited by bankruptcy and other
similar laws and general principles of equity. Other than the
Stockholder Agreement of Xxxxxxx Xxxxxxx Page 3
Transfer Agreement, neither the execution and delivery of this Agreement or
the Merger Agreement nor the consummation of the Merger and the
transactions contemplated hereby will result in the violation of, or a
default under, or conflict with, any contract, trust, commitment,
agreement, understanding, arrangement or restriction of any kind to which
RHI is a party or bound. Execution and delivery by RHI of this Agreement
and the Merger Agreement and performance of the transactions contemplated
thereby will not violate or require any consent, approval or notice under
any provision of any judgment, order, decree, statute, law, rule or
regulation applicable to RHI, except for (i) applicable requirements, if
any, of the OTS, the OCC and the HSR Act, in each case, including rules and
regulations promulgated thereunder and (ii) the Merger Filing.
(bbb) RHI understands and acknowledges that each of Household,
Principal and Stockholder is entering into this Agreement in reliance upon
the covenant and agreement of RHI to perform its covenants and obligations
under the Merger Agreement and this Agreement in accordance with their
terms. RHI hereby covenants to each of Household, Principal and
Stockholder to perform its covenants and obligations under the Merger
Agreement and this Agreement in accordance with their terms. In connection
with the Merger, the Merger Agreement or any transaction contemplated in
connection therewith, RHI hereby terminates and cancels, as of the
Effective Time, the Transfer Agreement, without any cost or expense to
Household, Stockholder, Sub, any Restricted Shareholder, Surviving
Corporation or the Principal and shall not enforce any provision of the
foregoing agreements against such parties. RHI has received, effective as
of the Effective Time, the consent of GECC, Principal and a majority of the
shares held by Restricted Shareholders to the termination of the Transfer
Agreement and all of the restrictions on transfers set forth therein.
Principal represents, warrants and covenants to Stockholder, Household and RHI,
as of the date of this Agreement and the Effective Time, as follows:
(aaaa) This Agreement has been duly and validly executed and
delivered by Principal, and assuming due execution and delivery of this
Agreement by the other parties hereto, shall constitute the legal, valid
and binding obligation of Principal enforceable in accordance with its
terms, except as enforceability may be limited by bankruptcy and other
similar laws and general principles of equity. Other than the Transfer
Agreement, neither the execution and delivery of this Agreement nor the
consummation of the Merger and the transactions contemplated hereby will
result in the violation of, or a default under, or conflict with, any
contract, trust, commitment, agreement, understanding, arrangement or
restriction of any kind to which Principal is a party or bound. No trust
of which the Principal is a trustee requires the consent of any beneficiary
to the execution and delivery of this Agreement or to the transactions
contemplated hereby. Execution and delivery by Principal of this Agreement
and performance of the transactions contemplated hereby will not violate or
require any consent, approval or notice under any provision of any
judgment, order, decree, statute, law, rule or regulation applicable to
Principal.
Stockholder Agreement of Xxxxxxx Xxxxxxx Page 4
(bbbb) Principal understands and acknowledges that each of RHI,
Household and Sub is entering the Merger Agreement, and Stockholder is
entering into this Agreement in reliance upon the covenant and agreement of
Principal to perform his covenants and obligations under the Agreement in
accordance with its terms. Principal hereby covenants to each of RHI,
Household, Sub and Stockholder to perform his covenants and obligations
under the Agreement in accordance with its terms. In connection with the
Merger, the Merger Agreement or any transaction contemplated in connection
therewith, Principal hereby terminates and cancels, as of the Effective
Time, the Transfer Agreement, without any cost or expense to Household,
RHI, any Restricted Shareholder, Sub or the Surviving Corporation and shall
not enforce any provision thereof against such parties.
Section 2. The Merger. Stockholder hereby agrees to (i) vote his or her
Shares in favor of the Merger and the Merger Agreement at the RHI Meeting, and
any adjournment or postponement thereof and (ii) deliver his or her Shares to
Household pursuant to the terms of the Merger Agreement. Further, Stockholder
hereby agrees that he or she will not exercise any dissenters' rights or rights
of appraisal that he or she may have with respect to the Merger.
Section 3. Specific Stockholder Covenants. Stockholder agrees with and
covenants to Household:
(a) Stockholder shall not, except as contemplated by the terms of this
Agreement or the Merger Agreement, (i) transfer (which terms shall include,
without limitation, for the purposes of this Agreement, any sale, gift,
pledge or other disposition), or consent to any transfer of, any or all of
such Stockholder's Shares or any interest therein, (ii) enter into any
contract, option or other agreement of understanding with respect to any
transfer of any or all of such Stockholder's Shares or any interest
therein, (iii) grant any proxy, power-of-attorney or other authorization in
or with respect to such Stockholder's Shares, (iv) deposit such
Stockholder's Shares into a voting trust or enter into a voting agreement
or arrangement with respect to such Stockholder's Shares or (v) take any
other action that would in any way restrict, limit or interfere with the
performance of his or her obligations hereunder or the transactions
contemplated hereby.
(b) Stockholder shall not, directly or indirectly, solicit, initiate
or encourage the submission of, any takeover proposal with respect to RHI.
(c) At any meeting of stockholders of RHI or at any adjournment
thereof or in any other circumstances upon which their vote, consent or
other approval is sought, Stockholder shall vote (or cause to be voted) any
voting shares of RHI Common Stock which he or she has the power to vote
against (i) any merger agreement or merger, consolidation, combination,
tender offer (including an exchange offer), sale of substantial assets,
reorganization, joint venture, recapitalization, dissolution, liquidation
or winding up of or by RHI (other than the Merger as set forth in the
Merger Agreement) and (ii) any amendment of RHI's Articles of Incorporation
or By-laws or other proposal or transaction involving RHI or any of its
subsidiaries which amendment or other proposal or
Stockholder Agreement of Xxxxxxx Xxxxxxx Page 5
transaction would in any manner impede, frustrate, prevent or nullify, or
result in a breach of any covenant, representation or warranty or any other
obligation or agreement of RHI under or with respect to the Merger
Agreement or any of the other transactions contemplated by the Merger
Agreement (each of the foregoing in clause (i) or (ii) above, a "Competing
Transaction").
Section 4. Certain Events. Stockholder agrees that this Agreement and the
obligations hereunder shall attach to such Stockholder's Shares and the Options
and shall be binding upon any person or entity to which legal or beneficial
ownership of such Shares or Options shall pass, whether by operation of law or
otherwise, including without limitation Stockholder's heirs, guardians,
administrators or successors. In the event of any stock split, stock dividend,
merger, reorganization, recapitalization or other change in the capital
structure of RHI affecting the RHI Common Stock, or the acquisition of
additional shares of RHI Common Stock or other voting securities of RHI by any
Stockholder, the number of Stockholder's Shares listed in Schedule A beside the
name of Stockholder shall be adjusted appropriately and this Agreement and the
obligations hereunder shall attach to any additional shares of RHI Common Stock
or other voting securities of RHI issued to or acquired by Stockholder.
Section 5. Intentionally Omitted.
Section 6. Stockholder Capacity. No person executing this Agreement who
is or becomes during the term hereof a director or officer of RHI makes any
agreement or understanding herein in his or her capacity as such director or
officer. Stockholder signs solely in his or her capacity as the record holder
and beneficial owner of such Stockholder's Shares and Options and nothing herein
shall limit or affect any actions taken by a Stockholder in his or her capacity
as an officer or director of RHI to the extent specifically permitted by the
Merger Agreement.
Section 7. Affiliate Agreements. Prior to the Effective Time, Stockholder
hereby agrees to execute and deliver to Household a Rule 145 Affiliate
Agreement, substantially in the form of Exhibit A to the Merger Agreement.
Section 8. Termination. Other than Section 9 which shall survive, this
Agreement, and all rights and obligations of the parties hereunder, shall
terminate as of the Effective Time. In addition, this Agreement, and all rights
and obligations of the parties hereunder, shall terminate concurrent with a
termination of the Merger Agreement for any reason. Any termination shall not
affect any rights or remedies for breach of this Agreement that may have accrued
to a party hereto prior to the date of termination.
Section 9. Miscellaneous.
(a) Capitalized terms used and not otherwise defined in this Agreement
shall have the respective meanings assigned such terms in the Merger
Agreement.
Stockholder Agreement of Xxxxxxx Xxxxxxx Page 6
(b) All notices, requests, claims, demands and other communications
under this Agreement shall be in writing and shall be deemed given if
delivered personally or sent by overnight courier (providing proof of
delivery) to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice): (i) if to
Household or RHI, to the address set forth in Section 9.4 of the Merger
Agreement; (ii) if to a Stockholder, to the address set forth in Schedule A
hereto, or such other address as may be specified in writing by
Stockholder; and (iii) if to Principal, at:
Renaissance Holdings, Inc.
0000 X.X. Xxxxxxxxx-Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
(c) The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation
of this Agreement.
(d) This Agreement may be executed in two or more counterparts, all of
which shall be considered one and the same agreement and shall become
effective as to Stockholder, Household, Principal and RHI when one or more
counterparts have been signed by, and delivered to, each of them.
(e) This Agreement (including the documents and instruments referred
to herein) constitutes the entire agreement, and supersedes all prior
agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof.
(f) This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Oregon, regardless of the laws that might
otherwise govern under applicable principles of conflicts of laws thereof.
(g) Neither this Agreement nor any of the rights, interests or
obligations under this Agreement shall be assigned, in whole or in part, by
operation of law or otherwise, by any of the parties without the prior
written consent of the other parties, except by laws of descent.
(h) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, be held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions herein and
the application thereof to any other circumstances, shall remain in full
force and effect, shall not in any way be affected, impaired or
invalidated, and shall be enforced to the fullest extent permitted by law.
(i) Each party agrees that irreparable damage would occur and that the
non-breaching party would not have any adequate remedy at law in the event
that any of the provisions of this Agreement were not performed in
accordance with their specific terms
Stockholder Agreement of Xxxxxxx Xxxxxxx Page 7
or were otherwise breached. It is accordingly agreed that any non-breaching
party shall be entitled to an injunction or injunctions to prevent breaches
by any breaching party of this Agreement and to enforce specifically the
terms and provisions of this Agreement in any court of the United States
located in the State of Oregon or in Oregon state court, this being in
addition to any other remedy to which they are entitled at law or in equity
or under the Merger Agreement. In addition, each of the parties hereto (i)
consents and submits to the personal jurisdiction of any Federal court
located in the State of Oregon or any Oregon state court in the event any
dispute arises out of this Agreement or any of the transactions
contemplated hereby, other than the Merger Agreement, (ii) agrees that such
party will not attempt to deny or defeat such personal jurisdiction by
motion or other request for leave from any such court and (iii) agrees that
such party will not bring any action relating to this Agreement or any of
the transactions contemplated hereby, other than the Merger Agreement, in
any court other than a Federal court sitting in the State of Oregon or a
Oregon state court. It is further agreed that any breaching or defaulting
party hereunder shall pay to the other parties hereto such out of pocket
costs and expenses, including legal and accounting fees, as are reasonably
incurred in pursuit of such parties' remedies hereunder.
(j) No amendment, modification or waiver in respect of this Agreement
shall be effective against any party unless it shall be in writing and
signed by such party. Household and RHI agree not to amend or modify the
Merger Agreement if such amendment or modification changes the form or
amount of the Merger Consideration unless Stockholder shall have consented
in writing to such amendment or modification.
(Remainder of page intentionally left blank)
Stockholder Agreement of Xxxxxxx Xxxxxxx Page 8
IN WITNESS WHEREOF, Household, RHI, the Principal and the Stockholder have
caused this Agreement to be duly executed and delivered as of the date first
written above.
HOUSEHOLD INTERNATIONAL, INC.
By: /s/ X. X. Xxxxx
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Title: Group Executive
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RENAISSANCE HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxx
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Title: CEO
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/s/ Xxxxxx X. Xxxxx
____________________________________________
XXXXXX X. XXXXX
/s/ Xxxxxxx Xxxxxxx
___________________________________________
STOCKHOLDER
Stockholder Agreement of Xxxxxxx Xxxxxxx Page 9
SCHEDULE A
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Name and Address of Stockholder Number of Stockholder Shares
------------------------------- ----------------------------
Xxxxxxx Xxxxxxx 659,680
c/o Renaissance Holdings, Inc.
0000 X.X. Xxxxxxxxx-Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Stockholder Agreement of Xxxxxxx Xxxxxxx Page 10
SCHEDULE B
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None
Stockholder Agreement of Xxxxxxx Xxxxxxx Page 11
EXHIBIT LIST
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Exhibit A - Merger Agreement
Exhibit B - Stockholder Agreement with Xxxxxx X. Xxxxx, as a Restricted Shareholder
and Principal
Exhibit C - Stockholder Agreement with Xxxxxx X. Xxxxxxxxx and Xxxxxx X.
Xxxxxxxxx
Exhibit D - Stockholder Agreement with Xxxxx X. Xxxxxxx
Exhibit E - Stockholder Agreement with X. Xxxxxxxxxxx
Exhibit F - Stockholder Agreement with Xxxxxx Xxxxxxxx and X. Xxxxxxxx
Exhibit G - Stockholder Agreement with X. Xxxxxx
Exhibit H - Stockholder Agreement with Xxxxxxxx Xxxxxxx
Exhibit I - Stockholder Agreement with Xxxx Xxxxxxxxxx
Exhibit J - GECC Stockholder Agreement
Stockholder Agreement of Xxxxxxx Xxxxxxx Page 12
