EXHIBIT 99.2
Conditional Stock Redemption Agreement
This Conditional Stock Redemption Agreement (the "Redemption Agreement"),
dated as of March 30, 2002, is made by and between Trendwest Resorts, Inc., an
Oregon corporation ("Company") and JELD-WEN, inc., an Oregon corporation
("Majority Shareholder"). Capitalized terms used and not defined in this
Agreement have the respective meanings ascribed to them in the Merger Agreement
or the Stock Purchase Agreement of even date herewith.
R E C I T A L S
A. As of the date hereof, Majority Shareholder holds shares of Company Common
Stock. Among its assets, Company and certain of its subsidiaries own the assets
that comprise the development commonly known as MountainStar. The names of the
subsidiaries and the other assets comprising MountainStar are set forth on
Schedule 7.15(a) of the Merger Agreement (as defined below) (the "MountainStar
Assets").
B. Majority Shareholder and the Company, together with Cendant Corporation and
Tornado Acquisition Corporation, have entered into an Agreement and Plan of
Merger and Reorganization, dated as of the date hereof (the "Merger Agreement"),
pursuant to which Tornado Acquisition Corporation will merge with and into the
Company with the Company continuing as the surviving corporation (the "Merger").
C. Majority Shareholder and certain other holders of shares of Company Common
Stock (collectively, the "Sellers") have entered into a Stock Purchase
Agreement, dated as of the date hereof (the "Stock Purchase Agreement") with
Cendant Corporation and Tornado Acquisition Corporation ("Purchaser" pursuant to
which prior to the Merger the Sellers will sell to Purchaser their Company
Common Stock (the "Stock Purchase").
D. A precondition to the closing of the Stock Purchase is that Majority
Shareholder conditionally redeem a portion of its shares of Company Common Stock
in exchange for the MountainStar Assets, all on the terms and conditions set
forth in this Redemption Agreement, subject to the terms of the Merger
Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and the agreements set forth herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree to be legally bound as follows:
Section 1. Redemption.
Subject to the terms and conditions of this Redemption Agreement, Majority
Shareholder agrees to redeem the Redeemed Shares in exchange for the
MountainStar Assets, and Company agrees to convey the MountainStar Assets to
Majority Shareholder in exchange for the redemption of the Redeemed Shares,
subject to the condition with respect to Parent's price per share described in
Section 7.15(b) of the Merger Agreement (the "MountainStar Redemption").
The parties hereby incorporate by reference herein those provisions of the
Merger Agreement applicable to the Redemption and the Cancellation thereof,
specifically but without
limitation Sections 7.15(b) and (c). The terms of this Redemption Agreement are
intended to supplement (but not supercede) applicable provisions of the Merger
Agreement, all of which shall be given effect hereunder as if set forth herein.
Section 2. Closing; Deliveries at Closing
2.1 Closing. The closing of the MountainStar Redemption (the "Redemption
Closing") shall occur immediately prior to the Stock Purchase Closing.
2.2 Closing Conditions. Neither Company nor Majority Shareholder shall be
required to complete the Redemption until satisfaction or waiver by Majority
Shareholder of all Conditions to Obligations of Sellers specified in Sections
9(a) and 9(c) of the Stock Purchase Agreement.
2.3 Majority Shareholder Deliveries at Closing. At the Redemption Closing,
Majority Shareholder shall deliver to Company: (a) the certificate(s) for the
Redeemed Shares, executed in favor of assignment to the Company, (b) an
unconditional release of any liability of the Company for payment of the Company
Note (as defined in the Merger Agreement); and (c) all such other certificates,
documents and instruments as Majority Shareholder shall reasonably request in
connection with the consummation of the transactions contemplated by this
Redemption Agreement.
2.4 Company Deliveries at Closing. At the Redemption Closing, Company shall
deliver to Majority Shareholder: (a) certificates of stock representing all
outstanding shares of the capital stock of the entities listed on Exhibit 1
hereto, (b) evidence that the MountainStar Assets have been released as security
from all indebtedness of the Company, and (c) all such other certificates,
documents and instruments as Company shall reasonably request in connection with
the consummation of the transactions contemplated by this Redemption Agreement.
Section 3. Representations and Warranties of Company
Company hereby represents and warrants to Majority Shareholder as of the
Redemption Closing:
3.1 Authority; Consents. Company has the power and authority to execute and
deliver this Redemption Agreement and has taken all corporate actions and
obtained all consents necessary to effect the transaction contemplated herein.
3.2 All Interests Conveyed. All right, title and interest of Company and
each of its Affiliates held in the MountainStar Assets, without warranty of any
kind, has been conveyed to Majority Shareholder pursuant to the Redemption; and
3.3 Release of Security. Any security interest in the MountainStar Assets
voluntarily granted by the Company to secure indebtedness for borrowed money of
the Company shall have been released. Majority Shareholder acknowledges that the
Company has represented to Parent in the Merger Agreement that the only such
security interest is the security interest securing debt under the Credit
Agreement, which, pursuant to Section 7.15(b)(iv)(y) of the Merger Agreement is
to be released at or prior to the Redemption Closing.
Section 4. Representations and Warranties of Majority Shareholder
Majority Shareholder hereby represents and warrants to Company as of the
Redemption Closing:
4.1 Authority; Consents. Majority Shareholder has the power and authority
to execute and deliver this Redemption Agreement and has taken all corporate
actions and obtained all consents necessary to effect the transaction
contemplated herein.
4.2 Ownership of Redeemed Shares. Majority Shareholder is the sole lawful
record and beneficial owner of, and has marketable title to, the Redeemed
Shares, free and clear of all Liens.
4.3 No Conflict. Neither the execution and delivery of this Redemption
Agreement by Majority Shareholder, nor the transfer of the Redeemed Shares to
Company, will violate any term or provision of any agreement to which Majority
Shareholder is a party.
Section 5. Employees
For avoidance of doubt and not as a representation or warranty hereunder,
the persons listed on Exhibit 1 are the employees of Company or its Subsidiaries
prior to the Redemption Closing who, after the date of Redemption Closing, will
be employees of Majority Shareholder or its Subsidiaries (the "Employees").
Section 6. Conditional Redemption
The parties agree the Redemption is subject to Cancellation as set forth in
Section 7.15(c) of the Merger Agreement. In the event of such Cancellation, the
parties agree no Employee shall be deemed to have a break in service with the
Company on account of the Redemption.
Section 7. Further Assurances
Company and Majority Shareholder shall cooperate reasonably with each other
in connection with any actions necessary or appropriate to be taken by either
such party, whether before or after the date of the Redemption Closing, to
ensure the purpose and intent of the Redemption is achieved in all respects.
Section 8. Termination
This Redemption Agreement shall be terminated upon a termination of the
Stock Purchase Agreement in accordance with Section 10 thereof.
Section 9. Miscellaneous
9.1 Costs and Expenses. Each party hereto shall be responsible for payment
of all its legal, accounting, advisory and other fees and expenses incurred in
connection with this Redemption Agreement and the consummation of the
transactions contemplated hereby.
9.2 Assignment; Amendments. Neither party shall be permitted to assign its
rights or obligations under this Redemption Agreement to any other Person. This
Redemption
Agreement may not be amended, modified or supplemented except by written
agreement signed by both parties hereto.
9.3 Notices. All notices and other communications hereunder shall be given
in the manner and to the address set forth in Section 12.3 of the Merger
Agreement.
9.4 Headings. The article and section headings contained in this Redemption
Agreement are solely for convenience of reference and shall not affect the
meaning or interpretation of this Redemption Agreement or any term or provision
hereof.
9.5 Governing Law. This Redemption Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without giving
effect to the principles of conflicts of laws thereof. Each party hereto hereby
irrevocably submits to the exclusive jurisdiction of any Delaware state court or
federal court sitting in the State of Delaware in any action arising out of or
relating to this Redemption Agreement and the transactions contemplated herein,
and hereby irrevocably agrees that all claims in respect of such action may be
heard and determined in such Delaware state or federal court. Each party hereto
hereby irrevocably consents to personal jurisdiction in any such action brought
in any such Delaware state or federal court, consents to service of process by
registered mail made upon such party and such party's agent and waives any
objection to venue in any such Delaware state or federal court and any claim
that any such Delaware state or federal court is an inconvenient forum. Each
party hereby waives, to the fullest extent permitted by applicable law, any
right it may have to a trial by jury in respect of any action, suit or
proceeding arising out of or relating to this Redemption Agreement or the
transaction contemplated herein. Each party hereby certifies that it has been
induced to enter into this Redemption Agreement by, among other things, the
mutual waivers and certifications set forth above in this Section 9.5.
9.6 Counterparts. This Redemption Agreement may be executed in any number
of counterparts, each such counterpart being deemed to be an original
instrument, and all such counterparts shall together constitute the same
agreement.
IN WITNESS WHEREOF, Company and Majority Shareholder have caused this
Agreement to be signed by their respective officers thereunto duly authorized as
of the date first written above.
COMPANY MAJORITY SHAREHOLDER
/s/ /s/
By: By:
Name: Name:
Title: Title:
Exhibit 1
MountainStar Employees
Employee Name Job Title
Xxxxxx, Xxx X. Proj Mgr
Cockill III, Xxxxxx C Director
Xxxxxxx, Xxxxxxxx X Comm Mgr
Xxxxxxxxx, Xxxxxxxx C Comm Rel
Xxxx, Xxxxxxx P Director
Xxxxx, Xxxxxx X Director
Xxxxx, Xxxxxxx L MIT
Xxxxxx, Xxxxxxxxx J Controller
Xxxxx, Xxxxxx L Office Mgr
Xxxxxx, Xxxxx A Vice Pres
Xxxxx, Xxxxx B Manager
Xxxxxxxx, Xxxx A Bookkeeper
Xxxxxx, Xxx J Receptionist
Xxxxxxxx, Xxxxxx K Director
Xxxx, Xxxxxx L Receptionist
