Exhibit 99.23
OPTION EXERCISE
THIS AGREEMENT is entered into as of the 31st day of December, 2004, by and
between Xxxxxxx Bank, as trustee of the Xxxxx X. Xxxxxxx-Xxxxxxx Third Party
Gift and Inheritance Trust (the "Purchaser"), and Xxxxxxx X. Xxxxxxx and Xxxxxxx
Bank, as co-trustees of the Xxxxxx X. Xxxxxxx 1988 Trust Number One (the
"Seller").
RECITALS
A. On July 8, 2003, Xxxxxx X. Xxxxxxx, as trustee of the Xxxxxx X. Xxxxxxx
1988 Trust Number One, entered into an option agreement (the "Option Agreement")
with Xxxxx X. Xxxxxxx-Xxxxxxx.
B. Pursuant to the Option Agreement, Xxxxx X. Xxxxxxx-Xxxxxxx has the right
to purchase 485,000 Class A shares of Xxxxxxx Outdoors, Inc., a Wisconsin
corporation (the "Option Assets"), from the Seller prior to January 7, 2005.
C. Pursuant to the Option Agreement, the price to be paid for the Option
Assets is $13.04 per share.
D. Prior to the execution of this instrument, Xxxxx X. Xxxxxxx-Xxxxxxx
assigned to Purchaser all of her rights pursuant to the Option Agreement.
AGREEMENT
1. Exercise of Option. Purchaser hereby exercises its option to purchase
485,000 Class A shares of Xxxxxxx Outdoors, Inc. Seller hereby sells 485,000
Class A shares of Xxxxxxx Outdoors, Inc. to Purchaser.
2. Purchase Price. In exchange for the Option Assets, Purchaser herewith
executes and delivers to Seller a secured promissory note for $6,324,400.00
substantially in the form of Exhibit A attached hereto.
3. Parties in Interest. This agreement binds the parties hereto and their
respective executors, administrators, legal representatives, trustees, heirs,
distributees, legatees, successors and assigns. Nothing expressed or implied in
this agreement is intended or may be construed to confer on any other person any
rights, remedies, obligations or liabilities under or by reason of this
agreement.
4. Entire Transaction. This agreement contains the entire understanding
among the parties hereto with respect to the transaction contemplated hereby and
supersedes all other agreements and understandings between the parties with
respect to the transaction.
5. Applicable Law. The internal laws of the State of Wisconsin govern this
agreement.
6. Severability. If any provisions hereof shall be or become unenforceable
for any reason, the validity and effect of all other provisions shall not be
affected thereby.
7. Headings. The headings contained in this agreement are for reference
purposes only and will not affect the meaning or interpretation of any provision
hereof.
8. Counterparts. This agreement may be executed in multiple counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
PURCHASER: SELLER:
XXXXX X. XXXXXXX-XXXXXXX THIRD XXXXXX X. XXXXXXX 1988 TRUST
PARTY GIFT AND INHERITANCE TRUST NUMBER ONE
XXXXXXX BANK, trustee
/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx, Senior Vice President /s/ Xxxxxxx Xxxxxx Xxxxxxx
------------------------------------
Xxxxxxx Xxxxxx Xxxxxxx, co-trustee
XXXXXXX BANK, co-trustee
/s/ Xxxxx X. Xxxxxxxx
------------------------------------
Xxxxx X. Xxxxxxxx, Senior Vice
President
EXHIBIT A
SECURED PROMISSORY NOTE
$6,324,400.00 Racine, Wisconsin
December 31, 2004
Xxxxxxx Bank, as trustee of the Xxxxx X. Xxxxxxx-Xxxxxxx Third Party Gift
and Inheritance Trust ("Borrower"), hereby promises to pay to the order of
Xxxxxxx X. Xxxxxxx and Xxxxxxx Bank, as trustees of the Xxxxxx X. Xxxxxxx 1988
Trust Number One ("Lender"), on the "maturity date" (defined below) the
principal sum of Six Million Three Hundred Twenty-Four Thousand Four Hundred
Dollars ($6,324,400.00), together with interest on the unpaid principal balance
from time to time outstanding at the rate of 4.68% per annum until the day
preceding the maturity date. Interest and principal is due and payable annually
on December 31st of each year in accordance with the attached repayment
schedule, with a final payment in an amount necessary to pay all principal and
interest then outstanding on December 31, 2019 (the "maturity date"). Interest
shall accrue on any interest or principal which remains unpaid after 15 days
from its due date at the applicable federal rate under Internal Revenue Code
Section 1274(d) in effect on such due date.
To secure payment of this Note, Borrower has pledged to Lender Borrower's
interest in and to 485,000 Class A shares of Xxxxxxx Outdoors, Inc, a Wisconsin
corporation, and all proceeds thereof ("Collateral"). Borrower warrants that,
while any obligation under this Note remains outstanding, Borrower will (i)
refrain from additional borrowing or making of any loan without the approval of
the Lender and (ii) keep the Collateral free and clear of all other liens,
encumbrances and security interests. In the event of default under this Note,
the Lender may take possession of the Collateral without notice or hearing.
Borrower may prepay any part or all of the principal amount of this note at
any time and from time to time without penalty, provided that any such
prepayment must be accompanied by a payment of the interest accrued to the date
of the prepayment on the principal amount which is being prepaid.
All payments made hereunder, including any prepayments, will be deemed to
have been made on the date of receipt by Lender. All payments must be made to
Lender at 000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxx 00000, or at another
place designated by Lender in a written notice to Borrower.
The internal laws of the State of Wisconsin govern and control the
construction, enforceability, validity and interpretation of this note.
The parties hereto waive presentment for payment, notice of dishonor,
protest and notice of protest.
IN WITNESS WHEREOF, Borrower has signed and delivered this Note as of the
date first above written.
XXXXX X. XXXXXXX-XXXXXXX THIRD PARTY GIFT
AND INHERITANCE TRUST
XXXXXXX BANK, trustee
/s/ Xxxxx X. Xxxxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxxx, Senior Vice President
PROMISSORY NOTE
REPAYMENT SCHEDULE
Date Total Payment Interest Due Principal Due Principal Balance
--------------------------------------------------------------------------------
31-Dec-04 $ -- $ -- $ -- $ 6,324,400.00
31-Dec-05 $ 596,199.20 $ 295,981.92 $ 300,217.28 $ 6,024,182.72
31-Dec-06 $ 596,199.20 $ 281,931.75 $ 314,267.45 $ 5,709,915.27
31-Dec-07 $ 596,199.20 $ 267,224.03 $ 328,975.17 $ 5,380,940.10
31-Dec-08 $ 596,199.20 $ 251,828.00 $ 344,371.20 $ 5,036,568.90
31-Dec-09 $ 596,199.20 $ 235,711.42 $ 360,487.78 $ 4,676,081.12
31-Dec-10 $ 596,199.20 $ 218,840.60 $ 377,358.60 $ 4,298,722.52
31-Dec-11 $ 596,199.20 $ 201,180.21 $ 395,018.99 $ 3,903,703.53
31-Dec-12 $ 596,199.20 $ 182,693.33 $ 413,505.87 $ 3,490,197.66
31-Dec-13 $ 596,199.20 $ 163,341.25 $ 432,857.95 $ 3,057,339.71
31-Dec-14 $ 596,199.20 $ 143,083.50 $ 453,115.70 $ 2,604,224.01
31-Dec-15 $ 596,199.20 $ 121,877.68 $ 474,321.52 $ 2,129,902.49
31-Dec-16 $ 596,199.20 $ 99,679.44 $ 496,519.76 $ 1,633,382.73
31-Dec-17 $ 596,199.20 $ 76,442.31 $ 519,756.89 $ 1,113,625.84
31-Dec-18 $ 596,199.20 $ 52,117.69 $ 544,081.51 $ 569,544.33
31-Dec-19 $ 596,199.00 $ 26,654.67 $ 569,544.33 $ --
