STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is made and entered into on January 22,
1997 to be effective as of January 1, 1997, by and among NCO GROUP, INC., a
Pennsylvania corporation or its assignees or nominees, ("Buyer") and CARMEL
BAPTIST XXXXXX, XXXXXXXXX COUNTRY DAY SCHOOL, COVENANT DAY SCHOOL, APPALACHIAN
STATE UNIVERSITY FOUNDATION, INC. and NORTH CAROLINA BAPTIST MEN (collectively
"Sellers").
Buyer and Sellers desire to enter into an agreement with each other
providing that Sellers will sell, assign, transfer and deliver to Buyer all of
the issued and outstanding capital stock of Goodyear & Associates, Inc. owned by
Sellers (the "Capital Stock") in exchange for the consideration hereinafter set
forth:
NOW THEREFORE, Buyer and Sellers, in consideration of the mutual
covenants and agreements hereinafter set forth, and intending to be legally
bound, hereby agree as follows:
1. Transaction.
Upon payment of the Purchase Price (as hereinafter defined)
and upon satisfaction of the provisions of this Agreement, on the Closing Date
(as hereinafter defined), Sellers shall transfer and deliver the Capital Stock
to Buyer. The certificates representing the Capital Stock shall be duly endorsed
in blank (or accompanied by appropriate instruments of transfer satisfactory in
form and substance to counsel to Buyer). Upon delivery of Capital Stock in
compliance with the terms and conditions of this Agreement, and upon the
satisfaction of the other provisions of this Agreement, on the Closing Date,
Buyer shall deliver the Purchase Price (as hereinafter defined) to Sellers.
2. Purchase Price and Payment.
The purchase price (the "Purchase Price") and Purchase Price
allocation for the Capital Stock shall be as set forth on Schedule 2 hereto. The
Purchase Price shall be paid by Buyer at Closing by wire transfer (Federal
Funds) and/or certified or bank cashier's check(s). The Buyer may pay the
Purchase Price directly to Xxxx Xxxxxxx & Xxxxxxxxx, P.L.L.C., to hold the
Purchase Price funds in trust and for disbursement to the Sellers within a
reasonable time thereafter.
3. Closing. "Closing" referred to in this Agreement shall be at 2:00
p.m., on or before January 22, 1997 (the "Closing Date"), unless otherwise
agreed. Closing shall be at such location as Seller and Buyer shall agree.
4. Representations and Warranties of Sellers. Sellers hereby
respectively represent and warrant to Buyer that (a) Sellers are the sole legal
and beneficial owners of the issued and outstanding shares of Capital Stock
listed on Schedule 2, respectively, free and clear of all liens, charges,
security interests and encumbrances, and (b) Sellers, and each of them, have the
power to and is authorized to sell the Capital Stock in accordance herewith.
5. Agreements of Seller and Buyer to be Performed After the Closing
Date. Seller and Buyer agree that after the Closing Date hereunder from time to
time, upon request of the other,
each will execute and deliver such additional instruments of transfer,
assignment and further assurance and do such other things as are necessary or
desirable to consummate the transactions contemplated hereby.
6. Authority to Xxxxxx X. Xxxxxxxx, III. Each of Sellers hereby
authorizes Xxxxxx X. Xxxxxxxx, III to execute such documents as may be required
in order to complete this transaction and to make representations and warranties
regarding the sale of 100% of the stock of Goodyear & Associates, Inc. to NCO
Group, Inc.
7. Miscellaneous.
7.1 This Agreement constitutes the entire understanding and
agreement between the parties hereto with respect to the transaction
contemplated herein and supersedes all prior or contemporaneous agreements with
respect to such subject matter.
7.2 This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania applicable to
contracts entered into entirely to be performed in the Commonwealth of
Pennsylvania.
7.3 This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, successors and
assigns.
7.4 This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument. The parties hereto agree
that this Agreement may be executed and delivered via facsimile with original
documents being executed and delivered subsequently.
7.5 Captions and section headings used herein are for
convenience only and are not a part of this Agreement and shall not be used in
construing it.
IN WITNESS WHEREOF, the Buyer has executed this Agreement by signing
below and the Sellers have executed this Agreement pursuant to separate
certified signature pages affixed hereto as of the day and year first above
written.
BUYER:
NCO GROUP, INC., a Pennsylvania corporation
ATTEST
____________________________ By: ______________________________________
____________________________ Name: ____________________________________
Secretary
Title: ___________________________________
-2-
GOODYEAR & ASSOCIATES, INC. - NCO GROUP, INC.
STOCK PURCHASE AGREEMENT
CERTIFIED SIGNATURE PAGE
TO BE EXECUTED BY EACH
SHAREHOLDER OF GOODYEAR & ASSOCIATES, INC.
The undersigned hereby executes this Certified Signature Page to that
certain Goodyear & Associates, Inc. - NCO Group, Inc. Stock Purchase Agreement
to which the undersigned is listed as a party (the "Agreement"), documenting the
terms and conditions of the sale of a certain number of shares stated therein of
the issued and outstanding stock of Goodyear & Associates, Inc. to the NCO
Group, Inc. dated and effective on a certain date in January 1997. The
undersigned does further hereby acknowledge that the undersigned has read the
Agreement, and does further hereby adopt, accept, ratify, confirm and agree to
be bound by all of the terms, conditions and provisions of the Agreement.
SHAREHOLDER
Carmel Baptist Church
____________________________________________________ (SEAL)
Signature of Shareholder
____________________________________________________ (SEAL)
(To Be Used Where Shares are Jointly Owned
By: ________________________________________________ (SEAL)
Title:_______________________________________________
(To Be Used Where Shares Held By An Entity)
-3-
SCHEDULE 2
Sellers Shares Owned Purchase Price/Consideration
----------------------- ------------------ -------------------------------
Carmel Baptist Church 10.38 $112,104.00
-4-
GOODYEAR & ASSOCIATES, INC. - NCO GROUP, INC.
STOCK PURCHASE AGREEMENT
CERTIFIED SIGNATURE PAGE
TO BE EXECUTED BY EACH
SHAREHOLDER OF GOODYEAR & ASSOCIATES, INC.
The undersigned hereby executes this Certified Signature Page to that
certain Goodyear & Associates, Inc. - NCO Group, Inc. Stock Purchase Agreement
to which the undersigned is listed as a party (the "Agreement"), documenting the
terms and conditions of the sale of a certain number of shares stated therein of
the issued and outstanding stock of Goodyear & Associates, Inc. to the NCO
Group, Inc. dated and effective on a certain date in January 1997. The
undersigned does further hereby acknowledge that the undersigned has read the
Agreement, and does further hereby adopt, accept, ratify, confirm and agree to
be bound by all of the terms, conditions and provisions of the Agreement.
SHAREHOLDER
Charlotte Country Day School
____________________________________________________ (SEAL)
Signature of Shareholder
____________________________________________________ (SEAL)
(To Be Used Where Shares are Jointly Owned
By: ________________________________________________ (SEAL)
Title:_______________________________________________
(To Be Used Where Shares Held By An Entity)
-5-
SCHEDULE 2
Sellers Shares Owned Purchase Price/Consideration
---------------------------- ------------------ ----------------------------
Charlotte Country Day School .93 $10,044.00
-6-
GOODYEAR & ASSOCIATES, INC. - NCO GROUP, INC.
STOCK PURCHASE AGREEMENT
CERTIFIED SIGNATURE PAGE
TO BE EXECUTED BY EACH
SHAREHOLDER OF GOODYEAR & ASSOCIATES, INC.
The undersigned hereby executes this Certified Signature Page to that
certain Goodyear & Associates, Inc. - NCO Group, Inc. Stock Purchase Agreement
to which the undersigned is listed as a party (the "Agreement"), documenting the
terms and conditions of the sale of a certain number of shares stated therein of
the issued and outstanding stock of Goodyear & Associates, Inc. to the NCO
Group, Inc. dated and effective on a certain date in January 1997. The
undersigned does further hereby acknowledge that the undersigned has read the
Agreement, and does further hereby adopt, accept, ratify, confirm and agree to
be bound by all of the terms, conditions and provisions of the Agreement.
SHAREHOLDER
Covenant Day School
____________________________________________________ (SEAL)
Signature of Shareholder
____________________________________________________ (SEAL)
(To Be Used Where Shares are Jointly Owned
By: ________________________________________________ (SEAL)
Title:_______________________________________________
(To Be Used Where Shares Held By An Entity)
-7-
SCHEDULE 2
Sellers Shares Owned Purchase Price/Consideration
---------------------------- ------------------ ----------------------------
Covenant Day School .47 $ 5,076.00
-8-
GOODYEAR & ASSOCIATES, INC. - NCO GROUP, INC.
STOCK PURCHASE AGREEMENT
CERTIFIED SIGNATURE PAGE
TO BE EXECUTED BY EACH
SHAREHOLDER OF GOODYEAR & ASSOCIATES, INC.
The undersigned hereby executes this Certified Signature Page to that
certain Goodyear & Associates, Inc. - NCO Group, Inc. Stock Purchase Agreement
to which the undersigned is listed as a party (the "Agreement"), documenting the
terms and conditions of the sale of a certain number of shares stated therein of
the issued and outstanding stock of Goodyear & Associates, Inc. to the NCO
Group, Inc. dated and effective on a certain date in January 1997. The
undersigned does further hereby acknowledge that the undersigned has read the
Agreement, and does further hereby adopt, accept, ratify, confirm and agree to
be bound by all of the terms, conditions and provisions of the Agreement.
SHAREHOLDER
Appalachian State University Foundation, Inc.
____________________________________________________ (SEAL)
Signature of Shareholder
____________________________________________________ (SEAL)
(To Be Used Where Shares are Jointly Owned
By: ________________________________________________ (SEAL)
Title:_______________________________________________
(To Be Used Where Shares Held By An Entity)
-9-
SCHEDULE 2
Sellers Shares Owned Purchase Price/Consideration
---------------------------- ------------------ ----------------------------
Appalachian State University 1.86 $ 20,088.00
Foundation, Inc.
-10-
GOODYEAR & ASSOCIATES, INC. - NCO GROUP, INC.
STOCK PURCHASE AGREEMENT
CERTIFIED SIGNATURE PAGE
TO BE EXECUTED BY EACH
SHAREHOLDER OF GOODYEAR & ASSOCIATES, INC.
The undersigned hereby executes this Certified Signature Page to that
certain Goodyear & Associates, Inc. - NCO Group, Inc. Stock Purchase Agreement
to which the undersigned is listed as a party (the "Agreement"), documenting the
terms and conditions of the sale of a certain number of shares stated therein of
the issued and outstanding stock of Goodyear & Associates, Inc. to the NCO
Group, Inc. dated and effective on a certain date in January 1997. The
undersigned does further hereby acknowledge that the undersigned has read the
Agreement, and does further hereby adopt, accept, ratify, confirm and agree to
be bound by all of the terms, conditions and provisions of the Agreement.
SHAREHOLDER
North Carolina Baptist Men
Appalachian State University Foundation, Inc.
____________________________________________________ (SEAL)
Signature of Shareholder
____________________________________________________ (SEAL)
(To Be Used Where Shares are Jointly Owned
By: ________________________________________________ (SEAL)
Title:_______________________________________________
(To Be Used Where Shares Held By An Entity)
-11-
SCHEDULE 2
Sellers Shares Owned Purchase Price/Consideration
---------------------------- ------------------ ----------------------------
North Carolina Baptist Men .47 $ 5,076.00
-12-
