EXHIBIT 1
FORM OF STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT, dated as of February ___, 2000, is
between THE KING MANAGEMENT CORPORATION, a Minnesota corporation (the "BUYER"),
and _____________________________ (the "SELLER").
A. The Seller owns ___________ shares (the "SHARES") of the common
stock of Sunrise International Leasing Corporation, a Delaware corporation
("SUNRISE").
B. The Buyer has entered into an Agreement and Plan of Merger dated as
of January 31, 2000 (the "Merger Agreement") with Sunrise pursuant to which
Sunrise has agreed to merge with the Buyer (the "Merger") and each shareholder
of Sunrise (other than the Buyer and its affiliates) will be entitled to receive
$5.25 per share.
C. Despite the pending Merger, the Seller wishes to sell and the Buyer
wishes to buy the Shares for the consideration and upon the terms and conditions
set forth below.
Accordingly, the parties agree as follows:
1. SALE AND PURCHASE OF SHARES. Subject to the terms and conditions of
this Agreement and in reliance upon the representations and warranties contained
in this Agreement, the Seller will sell to the Buyer, and the Buyer will
purchase from the Seller, the Shares at the price of $4.875 per share in a
brokerage transaction, less commissions and other brokerage fees. Upon receipt
of the purchase price, the Seller will deliver to the Buyer the certificate
representing the Shares, such certificate duly endorsed by the Seller or with
stock power executed in blank attached.
2. ACKNOWLEDGEMENT OF PENDING MERGER TRANSACTION. The Seller
understands and acknowledges that:
(a) The Buyer has entered into the Merger Agreement with Sunrise
pursuant to which Sunrise has agreed to merge with and into the Buyer
and each shareholder of Sunrise (other than the Buyer and its
affiliates) will be entitled to receive $5.25 per share.
(b) The Buyer and certain other shareholders of Sunrise, who
together own approximately 57.3% of the outstanding shares of Sunrise
common stock, have entered into an Agreement to Facilitate Merger
pursuant to which they agreed, among other things, to vote all of their
shares of Sunrise common stock in favor of the Merger Agreement and
against any proposal that would impede, prevent or nullify the Merger
Agreement.
(c) Sunrise filed a Current Report on Form 8-K with the SEC on
February 3, 2000 disclosing that Sunrise and the Buyer have entered into
the Merger Agreement and attaching as an exhibit the Merger Agreement
and the Agreement to Facilitate Merger.
(d) Sunrise has issued two press releases in connection with the
Merger which are attached to this Agreement as Exhibit A, one of which
discloses that a class action complaint has been filed in connection
with the Merger.
3. OTHER REPRESENTATIONS AND WARRANTIES OF SELLER. In order to induce
the Buyer to enter into this Agreement and purchase the Shares, the Seller
represents and warrants to the Buyer as follows:
(a) TITLE TO SHARES. The Seller is the lawful owner of the Shares,
free and clear of all liens, encumbrances and claims of every kind, and
the delivery of such Shares by the Seller to the Buyer under this
Agreement will transfer valid title to the Buyer to the Shares, free and
clear of all liens, charges, encumbrances and claims of every kind.
There are no actions, suits or proceedings against the Seller and no
agreements, instrument, laws, rules, regulations, judgments or decrees
to which the Seller is subject affecting the title of the Seller to the
Shares or the right of the Seller to execute, deliver and perform this
Agreement.
(b) AUTHORITY. The Seller has the full legal right, power and
authority to execute and deliver this Agreement and to consummate the
transactions provided for herein or contemplated hereby. This Agreement
has been duly and validly authorized, executed and delivered by, and
constitutes the valid and binding agreement of the Seller, enforceable
in accordance with its terms.
(c) SURVIVAL. The representations, warranties, covenants and
agreements of each of the Seller and the Buyer will survive the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby regardless of any investigation that
may have been made at any time by or on behalf of the party to which
such representations, warranties, covenants and agreements are made.
5. MISCELLANEOUS.
(a) GOVERNING LAW. This Agreement will be governed by and
construed in accordance with the laws of the State of Minnesota.
(b) ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNMENT. This Agreement
sets forth the entire agreement and understanding of the parties in
respect of the transactions contemplated hereby and supersedes all prior
agreements, arrangement, and understandings relating to the subject matter
hereof or thereof. All of the terms, representations and warranties of
this Agreement will be binding upon, inure to the benefit of, and be
enforceable by, the parties hereto and their respective successors, heirs
at law, legatees, distributees, executors, administrators and other legal
representatives.
(c) FURTHER ASSURANCES. Each party to this Agreement will, on or
any time after the date hereof, execute such further documents or
instruments and take such further actions as may reasonably be requested
by any other party to this Agreement to effect the purposes of this
Agreement.
The parties hereto have caused this Agreement to be duly executed on and
as of the day and year first above written.
THE KING MANAGEMENT CORPORATION [NAME OF SELLER]
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