EXHIBIT A
ACQUISITION AGREEMENT
BY AND AMONG
PACIFIC HOLDINGS GROUP,
PACIFIC FINANCIAL GROUP, INC.,
AUTOCORP EQUITIES, INC.,
AND
AUTOCORP ACQUISITION PARTNERS
DATED AS OF AUGUST 18, 2004
TABLE OF CONTENTS
Page
ARTICLE I THE TRANSACTION..............................................................2
Section 1.01 The Transaction......................................................2
Section 1.02 Additional Actions...................................................5
Section 1.03 Post Closing Cooperation.............................................6
Section 1.04 Fair Value...........................................................6
ARTICLE II THE CLOSING.................................................................6
Section 2.01 The Closing..........................................................6
Section 2.02 Deliveries by the Sellers to Purchaser...............................6
Section 2.03 Deliveries by the Company............................................7
Section 2.04 Deliveries by the Purchaser..........................................8
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLERS..............................8
Section 3.01 Power and Capacity...................................................8
Section 3.02 No Conflicts.........................................................8
Section 3.03 Ownership of the Shares..............................................9
Section 3.04 Transfers of Shares/Assets of the Company............................9
Section 3.05 Binding Effect.......................................................9
Section 3.06 Board and Shareholder Actions........................................9
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER................................10
Section 4.01 Power and Capacity of Purchaser.....................................10
Section 4.02 No Conflicts........................................................10
Section 4.03 Consents and Approvals..............................................10
Section 4.04 Investment Purposes.................................................10
Section 4.05 Independent Investigation...........................................10
Section 4.06 Binding Effect......................................................11
Section 4.07 Solvency............................................................11
Section 4.08 No Undisclosed Excluded Assets......................................11
ARTICLE V OTHER OBLIGATIONS OF THE PARTIES............................................11
Section 5.01 Conduct of the Company's Business...................................11
Section 5.02 Access to Books and Records.........................................13
Section 5.03 Consents............................................................13
Section 5.04 Governmental Filings................................................13
Section 5.05 Covenant to Satisfy Conditions......................................14
Section 5.06 Confidentiality.....................................................14
ARTICLE VI CONDITIONS PRECEDENT.......................................................14
Section 6.01 Conditions Precedent to Obligations of Holdings and Financial.......14
Section 6.02 Conditions Precedent to Obligations of the Purchaser................15
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ARTICLE VII TERMINATION OF AGREEMENT..................................................16
Section 7.01 Termination of Agreement............................................16
Section 7.02 Procedure Upon Termination..........................................16
ARTICLE VIII INDEMNIFICATION..........................................................17
Section 8.01 Indemnification by the Sellers......................................17
Section 8.02 Indemnification by Purchaser........................................17
Section 8.03 Indemnification by the Company......................................17
Section 8.04 Indemnification Claims..............................................17
ARTICLE IX MISCELLANEOUS..............................................................18
Section 9.01 Survival of Representations and Warranties..........................18
Section 9.02 Commissions.........................................................18
Section 9.03 Definition of Knowledge.............................................18
Section 9.04 Expenses, Taxes, Etc................................................18
Section 9.05 Successors and Assigns..............................................19
Section 9.06 No Third-Party Benefit..............................................19
Section 9.07 Entire Agreement; Amendment.........................................19
Section 9.08 Reformation and Severability........................................19
Section 9.09 Notices.............................................................19
Section 9.10 Number and Gender...................................................20
Section 9.11 GOVERNING LAW.......................................................20
Section 9.12 Counterparts........................................................20
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ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT (this "Agreement"), dated as of August 18, 2004,
is made and entered into by and among Pacific Holdings Group, a Nevada
corporation ("Holdings"), Pacific Financial Group, Inc., a Delaware corporation
("Financial" and, together with Holdings, the "Sellers"), AutoCorp Equities,
Inc., a Nevada corporation (the "Company"), and AutoCorp Acquisition Partners, a
Texas general partnership ("Purchaser").
INTRODUCTORY STATEMENTS
Pacific Electric Wire & Cable Co., Ltd., is a company limited by shares
formed under the laws of the Republic of China ("Pacific Electric"). Pacific
Electric owns, directly or indirectly, 100% of Pacific USA Holdings Corp., a
Texas corporation ("PUSA"). PUSA owns 100% of both Holdings and Financial.
Holdings owns 94,000,000 shares of Common Stock of the Company, par value
$.001 per share ("Common Stock"), of which 35,000,000 shares are pledged to Far
East National Bank ("FENB") to secure a loan made to Holdings and its affiliate,
Pacific American Distribution Company.
In addition, Holdings owns 4,086,856 shares of Series A Cumulative
Convertible Preferred Stock, par value $.001 per share, of the Company (the
"Series A Preferred Stock"), which is convertible, at any time, at the option of
the holder, into 40,868,560 shares of Common Stock.
Financial is an affiliate of Holdings and owns 1,621,642 shares of Series B
Non-Cumulative Convertible Preferred Stock, par value $.001 per share, of the
Company (the "Series B Preferred Stock"), which is convertible, at any time, at
the option of the holder, into 1,621,642 shares of Common Stock.
By virtue of the Common and Preferred Stock owned by the Sellers, Pacific
Electric owns indirectly approximately 90.42% of the voting power of the Company
on a fully diluted basis.
Pacific Electric, through various subsidiaries, has advanced funds to the
Company, the outstanding balance of which is currently approximately $3.8
million. In addition, Pacific Electric has guaranteed a $10 million revolving
loan from FENB to AFCO Receivables Funding Corp., a wholly owned subsidiary of
the Company (the "FENB" Loan).
Due to the magnitude of the losses, Pacific Electric has determined to
discontinue funding the operations. As a result, the Company can no longer
continue in business. Pacific Electric is prepared to terminate all operations,
if the Transaction is not consummated.
Purchaser has an oral commitment from a new source of financing for the
Company, and believes it can modify the Company's business model and operate it
profitably with this new financing, if it can gain control of the Company.
The financing source has also said it is willing to substitute its $10
million guaranty for that of Pacific Electric on the FENB Loan. FENB has
indicated it is willing to accept the new guaranty by the Purchaser's financing
source in substitution and release Pacific Electric from its $10 million
guaranty.
Purchaser is a Texas general partnership. It has two general partners;
Xxxxxxx Xxxxxx and Xxxxx X. Xxxxxx. Xx. Xxxxxx is currently the President and
Chief Executive Officer of the Company, and Xx. Xxxxxx is the Executive Vice
President of the Company.
In view of the foregoing, the Sellers desire to sell to Purchaser, and
Purchaser desires to purchase, all the equity securities of the Company, of any
kind, owned by the Sellers, on the terms and conditions set forth in this
Agreement.
Accordingly, for and in consideration of the foregoing and the mutual
agreements, representations, warranties, covenants and conditions herein set
forth, and other good, valid and binding consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:
ARTICLE I
THE TRANSACTION
Section 1.01 The Transaction.
The transaction (the "Transaction") shall consist of the following:
(1) The Sellers will sell, assign and transfer to Purchaser any and all
equity securities of the Company owned by them, including, without limitation
94,000,000 shares of Common Stock, 4,086,856 shares of Series A Preferred Stock,
and 1,621,642 shares of Series B Preferred Stock (collectively, the "Shares")
free and clear of all liens or encumbrances of any kind. The Sellers shall
secure the full, complete and unconditional release of 35 million shares of
Company Common Stock (which are included in the 94,000,000 shares owned by
Holdings) held as collateral by FENB in connection with a loan made to Holdings
and Pacific American Distribution Company.
(2) Holdings will cancel, or assign and transfer to the Company all its
right, title and interest in and to, any and all liabilities and obligations, in
any and all forms, owing as at July 31, 2004 from the Company or any subsidiary
of the Company whose financial statements are consolidated with those of the
Company (the "Company Subsidiaries") to Holdings or to any affiliate of Holdings
that is not a Company Subsidiary (including, without limitation, all
intercompany payables due to the Sellers from the Company, such as the current
balances at the Closing of the "Accounts Payable-affiliates" ($28,589) and
"Long-Term Debt due to affiliated entity" ($3,440,197) items reflected on the
Company's consolidated balance sheet at December 31, 2003).
(3) Holdings shall assume all obligations of American Finance Company Inc.
with respect to that certain Residual Interest Purchase Agreement with Coastal
Capital Corporation dated as of May 21, 2003.
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(4) Holdings shall cause the Company to pay or make provision for payment
of the following:
(a) Payroll in the amount of $88,817.84, representing (i) payroll for
AutoCorp Financial Services, Inc. in the amount of $23,891.52 for the pay
period July 17, 2004 through July 31, 2004 and the amount remaining unpaid
for the pay period July 01, 2004 through July 16, 2004 for Xxxx Xxxxx and
Xxxxxxx Xxxxxx; (ii) payroll for American Finance Company, Inc. in the
amount of $11,537.08 for the pay period July 17, 2004 through July 31,
2004; (iii) payroll for the Company in the amount of $29,525.34 for the pay
period July 01, 2004 through July 16, 2004 for Xxxxxxx Xxxxxx and Xxxxx
Xxxxxx and the pay period July 17, 2004 through July 31, 2004 for Xxxxx
Xxxxxx; and (iv) payroll for the Company for Xxxxxxx Xxxxxx and Xxxxx
Xxxxxx in the amount of $23,863.90 for the pay period July 17, 2004 through
July 31, 2004. The Sellers shall not be responsible or liable, in any way,
for any other payment, however characterized, arising from or associated
with the employment of any employee by the Company or any of the Company
Subsidiaries, including, without limitation, wages, salary, accrued and
unpaid vacation, sick leave, health benefits, other benefits or termination
expenses.
(b) Unpaid withholding taxes, payroll taxes, employee benefits and
expenses incurred by employees on behalf of the Company in an amount not to
exceed $85,033.82 and the Sellers shall not be responsible or liable, in
any way, for any other payment or obligation in respect of such taxes,
benefits or expenses.
(5) Holdings will deposit the sum of $56,000 to JPMorgan Chase Bank,
account number 637004474867 in the name of AutoCorp Equities, Inc. (the
"JPMorgan Chase Collection Account"), to reimburse such account for monies
previously borrowed by the Company.
(6) The Sellers will deliver to the Company possession of any and all
property of the Company in their possession (including property on their
premises and property located in offsite warehouses) other than property or
assets that constitute Excluded Assets.
(7) The current Board of Directors of the Company, consisting of designees
of Holdings, will at the Closing elect persons designated by Purchaser (to the
extent allowed under Nevada law and the certificate of incorporation and by-laws
of the Company) to the Board of Directors and will then resign from the Board
upon compliance by the Company with Section 14(f) of the Securities Exchange Act
of 1934, as amended and the expiration of the required notice period or upon
provision of a legal opinion of counsel to the Company or the Purchaser to such
directors that such resignations are in compliance with all applicable laws.
Holdings shall be responsible for reasonable expenses incurred in connection
with compliance with Section 14(f) and mailing of the required notice to
shareholders of the Company.
(8) Purchaser agrees that on or prior to the Closing, the Company will, or
will cause the relevant Company Subsidiary to, transfer to Holdings or its
designee, the following (the "Excluded Assets"):
(a) All cash balances in any and all bank accounts of the Company at
Closing, including, without limitation, the following accounts:
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Company Financial Institution Account #
------- --------------------- ---------
American Finance Company, Inc. Bank of America 004790755331
American Finance Company, Inc Far East National Bank 0641054208
American Finance Company, Inc. Interstate NetBank 500500006999
AutoCorp Equities, Inc. XX Xxxxxx Xxxxx 637004474865
AFCO Receivables Funding Corp. Far East National Bank 0641055719
But excluding the following:
(i) Balances in accounts at FENB held as reserve as collateral by
FENB in accordance with that the terms of that certain Revolving
Loan and Security Agreement dated as of November 24, 2003,
between FENB and AFCO Receivables Funding Corporation ("AFCORF"),
an indirect wholly-owned subsidiary of the Company; and
(ii) Balances held in trust in the X.X. Xxxxxx Chase Collections
Account for the owners of certain auto loan receivable
portfolios.
(b) all right, title and interest of the Company or the Company
Subsidiaries in all residual interests created pursuant to (i) the Trust
Agreement dated as of March 1, 1997 between PSB Receivables II Corp., as
depositor, and PSB Receivables III Corp., as the company, (ii) the Trust
Agreement dated as of June 1, 1997 between PSB Receivables IV Corp., as
depositor, and PSB Receivables V Corp., as the company, (iii) the Trust
Agreement dated as of September 1, 1997 between Bear Xxxxxxx Asset Backed
Securities, Inc., as depositor, and PSB Receivables V Corp., as the
company, and (iv) the Trust Agreement dated as of December 1, 1997 between
Bear Xxxxxxx Asset Backed Securities, Inc., as depositor, and PSB
Receivables IV Corp., as FHA insurance holder, which residual interests are
currently listed as an asset on the consolidated Company balance sheet in
an amount of $2,000,000; and any other related or similar assets that have
been contributed, loaned, assigned, granted or otherwise conveyed to the
Company or the Company Subsidiaries by the Sellers or any affiliate of the
Sellers at any time, whether or not recorded on the Company's balance
sheet;
(c) that certain 1993 Lexus SC coupe, VIN: XX0XX00X0X0000000,
transferred to ACE Motor Co. from PUSA;
(d) all receivables, in any form, due from Holdings or any Affiliate
of Holdings (other than the Company or the Company Subsidiaries).
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(e) all other, if any, tangible or intangible assets or rights not
directly associated with the Company's primary business of automobile
sub-prime loan acquisition, holding and sale properties including but not
limited to:
(i) Interest in vacant land,
(ii) Residual interest in commercial or residential real
properties, excluding leasehold,
(iii) Cash deposited at undisclosed bank accounts as of the
Closing Date, or cash-equivalent bonds, treasury bills,
insurance policies, certificate of deposits or the like,
(iv) Portfolio investment of any sort,
(v) Automobile loan-related account receivables which were
written off but are recovered subsequent to the Closing,
and
(vi) Any accounts receivable other than automobile
loan-related.
(9) Purchaser agrees to obtain the release from FENB of the Pacific
Electric guaranty of the Note issued by AFCORF under the FENB Loan Agreement.
(10) Holdings and the Company will terminate at the Closing their
Standstill Agreement dated June 30, 2003.
(11) Holdings will use its commercially reasonable efforts to cause all
right, title and interest to the ILAP software currently subject to a
sale/leaseback with Illinois Union to be transferred to the American Finance
Company Inc. in consideration for $1.00 upon such software being reconveyed to
Pacific USA Holdings Corp. ("PUSA") and after the effective date of the plan of
reorganization of PUSA.
(12) Holdings will assume all responsibility to handle and all liability
relating to those certain claims of Xxxxx X. Xxxxxx (claim # 04 010892-0) and X.
Xxxxx Xxxxx (claim # 04 010864-0) for unpaid commissions filed with the Texas
Workforce Commission.
Section 1.02 Additional Actions. If, at any time after the Closing, any
party (the "Requesting Party") shall consider or be advised that any deeds,
bills of sale, assignments, assurances, or any other actions or things are
necessary or desirable to vest, perfect or confirm, of record or otherwise, in
it its right, title or interest in, to or under any of the rights, properties or
assets acquired by or to be acquired by it as a result of, or in connection
with, the Transaction or otherwise to carry out this Agreement, whether as a
result of an audit or inventory conducted in accordance with Section 1.03 below
or otherwise, each of the parties shall take such further action (including the
execution and delivery of such further instruments and documents) as the
Requesting Party reasonably may request, all the sole cost and expense of the
requesting Party (unless the requesting Party is entitled to indemnification
therefor under Article VIII below) and the officers and directors of the party
requested to provide such documentation or action (the "Delivering Party") shall
be authorized to, and shall promptly, execute and deliver, in the name
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and on behalf of the Delivering Party, all such deeds, bills of sale,
assignments and assurances and shall take and do, in the name and on behalf of
the Delivering Party, or otherwise, all such other actions and things as may be
necessary or desirable to vest, perfect or confirm any and all right, title and
interest in, to and under such rights, properties or assets in the Requesting
Party or otherwise to carry out this Agreement.
Section 1.03 Post Closing Cooperation. The Purchaser and the Company shall
allow the Sellers and their counsel, accountants, auditors, lenders and other
representatives reasonable access, upon reasonable notice during normal business
hours, to all of the plants, offices, properties, books and records, contracts
and commitments of the Company and the Company Subsidiaries, whether such are
located at the offices of the Company, the offices of the Company Subsidiaries,
or offsite from the offices of any of them for a period of up to three Business
Days no later than January 31, 2005 and for a period of up to two calendar weeks
during the period the financial auditors of the Company are conducting the audit
of the Company's books and records for the period ending December 31, 2004,
which is expected to be between the Closing and March 31, 2005 (or if no such
audit is conducted, no later than June 30, 2005), in each case to conduct a due
diligence review, at the Sellers' own expense, in respect of identifying any
Excluded Assets of the Company that have not previously been transferred to
Holdings as required by this Agreement. The Purchaser shall, and shall cause the
Company and the Company Subsidiaries to, cooperate with the Sellers and their
professional advisers as may be requested by the Sellers in connection with such
reviews and will make personnel of the Company and the Company Subsidiaries
available to the Sellers in connection therewith.
Section 1.04 Fair Value. The Purchaser, the Company and the Sellers agree
that the value of the obligations and liabilities of the Company and the Company
Subsidiaries listed in Section 1.01 to be assumed by the Sellers is at least
equal to the value of the Excluded Assets to be transferred to the Sellers and
that the transfers contemplated by this Agreement are not being undertaken with
any intent to hinder, delay or defraud creditors of the Company.
ARTICLE II
THE CLOSING
Section 2.01 The Closing. The Closing of the Transaction (the "Closing")
shall, subject to the provisions of Article VI hereof, take place on or about
August 20, 2004 at the offices of Holdings or at such other date, time and place
as the parties mutually agree. The date on which the Closing actually occurs is
referred to herein as the "Closing Date."
Section 2.02 Deliveries by the Sellers to Purchaser. Unless previously
delivered, at the Closing, the Sellers shall deliver, or cause to be delivered,
to Purchaser, for its own account, or to the Company (or to Purchaser for the
benefit of, and post-Closing delivery to, the Company where appropriate) the
following:
(a) certificates duly endorsed for transfer, evidencing the stock
specified in Section 1.01(1) (other than the 35,000,000 shares pledged to
FENB) and evidence of payment of the loan to FENB with an acknowledgement
by FENB that it will be releasing the shares pledged (to be delivered to
Purchaser).
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(b) instruments canceling, or assigning and transferring, the
liabilities and obligations of the Company and the Company Subsidiaries
described in Section 1.01(2) hereof, including the intercompany payables
described therein.
(c) Evidence of payment to the party to whom payment is owed, of the
amounts described in Section 1.01(4) hereof.
(d) Evidence of payment to the collection account of the amount
specified in Section 1.01(5) hereof.
(e) Possession (and, where appropriate, signed documents evidencing
title to) the properties described in Section 1.01(6) hereof.
(f) A copy of resolutions adopted by the current Board of Directors of
the Company, as of the Closing Date, electing the designees of the
Purchaser to the Board of Directors of the Company (as required by Section
1.01(7) hereof).
(g) Original, signed resignations of each of the members of the
current Directors of the Company, undated and delivered to Coudert Brothers
LLP as escrow agent to be released upon completion of procedures required
by Section 1.01(7) hereof.
(h) any consents or approvals of third parties required to be obtained
by the Sellers pursuant to Section 5.03 hereof.
(i) an executed counterpart of a document terminating the Standstill
Agreement referred to in Section 1.01(10) hereof.
(j) all other previously undelivered documents, instruments and
writings required to be delivered by the Sellers to the Company or
Purchaser at or prior to the Closing, pursuant to this Agreement, or
otherwise required in connection herewith.
Section 2.03 Deliveries by the Company. At the Closing, the Company shall
deliver, or cause to be delivered, to the Sellers (unless delivered previously)
the following:
(a) any executed documents necessary or appropriate to transfer to
Holdings the account balances described in Section 1.01(8)(a) hereof.
(b) an executed document or documents transferring to Holdings the
asset of the Company described in Section 1.01(8)(b) hereof.
(c) executed documents transferring to Holdings the assets or
properties, if any, described in Sections 1.01(8)(c), (d) ,(e) and (f)
hereof.
(d) any consents or approvals of third parties required to be obtained
by the Company pursuant to Section 5.03 hereof.
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(e) all previously undelivered documents, instruments and writings
required to be delivered by the Company to the Sellers, at or prior to the
Closing, pursuant to this Agreement, or otherwise required in connection
herewith.
Section 2.04 Deliveries by the Purchaser. At the Closing, the Purchaser
shall deliver, or cause to be delivered, to the Sellers (unless delivered
previously) the following:
(a) the release by FENB of the Pacific Electric Guaranty referred to
in Section 1.01(9) hereof.
(b) an executed counterpart of the terminating document described in
Section 1.01(10) hereof.
(c) any consents or approvals of third parties required to be obtained
by the Purchaser pursuant to Section 5.03 hereof.
(d) all previously undelivered documents, instruments and writings
required to be delivered by Purchaser to the Sellers, at or prior to the
Closing, pursuant to this Agreement, or otherwise required in connection
herewith.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
Each of Holdings and Financial hereby represents and warrants to Purchaser,
as to itself only and not as to any other party, as follows:
Section 3.01 Power and Capacity.
(a) It is a corporation duly organized, validly existing and has full
power and authority to enter into, execute, deliver and perform this
Agreement, and to sell, assign and transfer the Shares owned by it to the
Purchaser. It has obtained all approvals, if any, necessary to perform its
obligations under this Agreement and to sell, assign and transfer the
Shares owned by it to the Purchaser.
Section 3.02 No Conflicts. The execution, delivery and performance of this
Agreement by Holdings or Financial, and the consummation of the Transaction will
not:
(a) violate, conflict with, affect acceleration of, or result in
termination, cancellation or modification of, or constitute a default under
(i) any contract, agreement or other instrument to which either Holdings or
Financial is a party or by which Holdings or Financial or its respective
assets is bound or (ii) any note, bond, mortgage, indenture, deed of trust,
license, lease, contract, commitment, understanding, arrangement, agreement
or restriction of any kind or character to which Holdings or Financial is a
party or by which Holdings or Financial may be bound or affected,
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(b) violate any statute or Law or any judgment, decree, order, writ,
injunction, regulation or rule of any court or any local, state or federal
governmental or regulatory authority, or
(c) result in a violation or breach of or constitute a default under
any term or provision of its Articles of Incorporation or its Bylaws.
Section 3.03 Ownership of the Shares.
(a) Holdings and Financial are the lawful owners, beneficially and of
record, of the Shares, free and clear of all liens, claims, charges,
encumbrances, restrictions, rights, options to purchase or commitments of
every kind and description except for the security interest of FENB in
35,000,000 shares of Common Stock owned by Holdings (and pledged as
collateral to secure a loan made by FENB to Holdings' affiliate, Pacific
American Distribution Company), the release of which security interest
Holdings will obtain prior to the Closing.
(b) The sale of the Shares and any of the underlying assets and
properties owned or used by the Company are to be conveyed at the Closing,
"as is, where is", and, except as otherwise set forth herein, the Sellers
expressly disclaim any warranty or guarantee of quality or condition
thereof.
Section 3.04 Transfers of Shares/Assets of the Company. Except for the
pledge by Holdings of 35,000,000 shares of Common Stock by Holdings, neither
Holdings nor Financial, nor to the best of their knowledge (which does not
include the knowledge of Xxxxxxx Xxxxxx or Xxxxx Xxxxxx) the Company, has sold,
transferred, issued, pledged or conveyed since June 30, 2003 (i) any stock of
any class of the Company to any other person, or (ii) any assets of the Company
or Company Subsidiaries relating to the Company's auto loan business, in each of
case (i) and (ii) that have not been reflected in the books and records of the
Company. This representation shall survive for a period of six (6) months from
the Closing.
Section 3.05 Binding Effect. This Agreement constitutes its valid and
binding obligation enforceable against it in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, fraudulent transfer and
conveyance, voidable preference, moratorium, receivership, conservatorship,
arrangement or similar laws, and related regulations and judicial doctrines,
from time to time in effect affecting creditors' rights and remedies generally.
Section 3.06 Board and Shareholder Actions. The Sellers have delivered, or
caused to be delivered to the Secretary of the Corporation, copies of minutes of
all meetings, or actions taken by written consent, in each case from June 11,
2004 until the Closing, of the directors of the Company and the Company
Subsidiaries appointed by Holdings as majority shareholder by action on June 11,
2004 and minutes of all meetings, or actions taken by written consent, of the
shareholders of the Company and the Company Subsidiaries from June 11, 2004
until the Closing.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser represents and warrants to the Sellers as follows:
Section 4.01 Power and Capacity of Purchaser. Purchaser is a general
partnership under the laws of the State of Texas and has all requisite power and
authority to enter into, execute and deliver this Agreement and to and perform
its obligations hereunder. Purchaser has obtained all approvals, if any,
necessary to perform its obligations under this Agreement.
Section 4.02 No Conflicts. The execution, delivery and performance of this
Agreement by Purchaser, and the consummation of the Transaction will not:
(a) violate, conflict with, affect acceleration of, or result in
termination, cancellation or modification of, or constitute a default under
(i) any contract, agreement or other instrument to which Purchaser is a
party or by which Purchaser or its assets is bound or (ii) any note, bond,
mortgage, indenture, deed of trust, license, lease, contract, commitment,
understanding, arrangement, agreement or restriction of any kind or
character to which Purchaser is a party or by which Purchaser may be bound
or affected,
(b) violate any statute or Law or any judgment, decree, order, writ,
injunction, regulation or rule of any court or any local, state or federal
governmental or regulatory authority, or
(c) violate its partnership agreement.
Section 4.03 Consents and Approvals. Purchaser is not required to obtain,
transfer or cause to be transferred any consent, approval, license, permit or
authorization of, or make any declaration, filing or registration with, any
third party or any public body or authority in connection with (a) the execution
and delivery by Purchaser of this Agreement, or (b) the consummation of the
Transaction, or (c) the future conduct by the Company or any of the Company
Subsidiaries of their business, other than those that may be required solely by
reason of Purchaser's or the Company's participation in the Transaction.
Section 4.04 Investment Purposes. Purchaser is purchasing the Shares solely
for investment with no present intention to distribute any of the Shares to any
person, and Purchaser will not sell or otherwise dispose of any of the Shares,
except in compliance with the registration requirements or an exemption
therefrom under the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder, and any other applicable securities laws.
Section 4.05 Independent Investigation. In making the decision to purchase
the Shares, Purchaser has relied upon an independent investigation made by it
and/or its representatives and has not relied on any information or
representations made by third parties or on any oral or written representations
or assurances from the Sellers or the Company or any representative or agent of
the Sellers or the Company other than as set forth in this Agreement. The
general
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partners of the Purchaser are actively involved in the day-to-day management of
the Company, are knowledgeable about the business of the Company, have had
access and opportunity to examine all material books and records of the Company
and have had a reasonable opportunity to obtain all information they believe
necessary or appropriate to evaluate the suitability of the Purchaser's
investment in the Shares.
Section 4.06 Binding Effect. This Agreement constitutes its valid and
binding obligation enforceable against it in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, fraudulent transfer and
conveyance, voidable preference, moratorium, receivership, conservatorship,
arrangement or similar laws, and related regulations and judicial doctrines,
from time to time in effect affecting creditors' rights and remedies generally.
Section 4.07 Solvency. Purchaser is not insolvent as of the date of this
Agreement and will not be rendered insolvent as a result of the transaction
contemplated herein.
Section 4.08 No Undisclosed Excluded Assets. To the best of its knowledge
and the best knowledge of its partners, there are no Excluded Assets owned by,
or due or to become due (with the giving of notice or the passage of time) to
the Company or the Company Subsidiaries, or in which the Company or any Company
Subsidiary has an ownership interest, that have not been expressly disclosed in
Section 1.01(8)(a) through (d) of this Agreement. This representation shall
survive until the expiration of the period of xxxx Xxxxxx has to conduct its due
diligence review under Section 1.03 hereof.
ARTICLE V
OTHER OBLIGATIONS OF THE PARTIES
Section 5.01 Conduct of the Company's Business. From the date hereof to the
Closing, except as otherwise expressly set forth in this Agreement, the Company
and each Company Subsidiary, the Purchaser and the partners of the Purchaser
shall conduct the business, operations, activities and practices of the Company
and the Company Subsidiaries only in the ordinary course, unless they have
received the prior written consent of Holdings and the Purchaser. The Purchaser
acknowledges that Holdings, Financial and Pacific Electric are under no
obligation or commitment to fund further loans or capital contributions to the
Company or the Company Subsidiaries and the Board of Directors of the Company
and the Company Subsidiaries must make business decisions in light of current
financial circumstances. Therefore, the Company will attempt to minimize the
costs and expenses incurred by the Company and will not undertake any commitment
in excess of $15,000. Further, the Company will until the Closing, pursue any
other inquiries it receives to purchase assets of the Company or otherwise
maximize recovery to the shareholders of value from the Company, subject to the
restrictions set forth herein. Without limiting the generality of the foregoing,
from the date hereof to the Closing, except as expressly contemplated herein,
without the prior written consent of Holdings and the Purchaser or as otherwise
required by law or regulation, the Company and the Company Subsidiaries shall
not:
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(a) incur any liabilities or obligations of any nature whatsoever
(whether absolute, accrued, contingent or otherwise and whether due or to
become due), including but not limited to purchases or agreements to
purchase prime or sub-prime auto loans, other than liabilities or
obligations in the ordinary course of business and not exceeding $15,000;
(b) increase or change any assumptions underlying, or methods of
calculating, any bad debt, contingency or other reserves;
(c) pay, discharge or satisfy any claim, encumbrance, liability or
obligation (whether absolute, accrued, contingent or otherwise and whether
due or to become due), other than the payment, discharge or satisfaction in
the ordinary course of business and consistent with past practice of
liabilities and obligations, or prepay any liability or obligation having a
fixed maturity of more than 90 days from the date such liability or
obligation was issued or incurred;
(d) permit, allow or suffer any of the Company Assets to be subjected
to any new or additional mortgage, pledge, lien, encumbrance, restriction
or charge of any kind (except for liens arising as a result of Taxes not
yet owing);
(e) cancel any amount of indebtedness or waive any claims or rights of
value;
(f) sell, transfer or otherwise dispose of any of the Company Assets;
(g) grant any increase in the compensation payable to any employee
(including, without limitation, any increase or change pursuant to any
bonus, pension, profit-sharing, retirement or other plan or commitment);
(h) pay, loan or advance any amount to, or sell, transfer or lease any
of the Company Assets to, or enter into any agreement or arrangements with,
any of the officers, directors, stockholders or employees of the Company or
any Company Subsidiary;
(i) enter into any employment agreement or collective bargaining or
labor agreement;
(j) make any capital expenditures or commitments for any purpose;
(k) make any change in any method of accounting or accounting practice
or policy;
(l) enter into any agreement or contract or commitment of any kind;
(m) terminate or amend in any material respect any contract, lease,
license, or other agreement to which the Company or any Company Subsidiary
is a party;
(n) exercise any option to renew any Lease or any option to purchase
any property;
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(o) issue any additional shares of capital stock of the Company or any
Company Subsidiary, or options, warrants, rights (including, without
limitation, stock appreciation rights and phantom stock rights) or other
securities exercisable for, convertible into or exchangeable for shares of
capital stock of any of them, or pay any dividend (or make any other
distribution) to the holders of the capital stock of any of them;
(p) take any other action not in the ordinary course of business and
consistent with prudent business practice considering the present financial
condition and operations of the Company and the Company Subsidiaries, or
otherwise provided for in this Agreement; or
(q) agree, whether in writing or otherwise, to do any of the
foregoing.
Section 5.02 Access to Books and Records. In order that Purchaser may have
full opportunity to make investigations of the Company and the Company
Subsidiaries in connection with the actions contemplated by this Agreement, the
Sellers and the Company shall permit Purchaser and its counsel, accountants,
auditors, lenders, environmental consultants and other representatives
reasonable access, upon reasonable notice during normal business hours, to all
of the plants, offices, properties, books and records, contracts and commitments
of the Company from the date hereof through the Closing Date, whether such are
located at the offices of the Company, the offices of the Sellers, or offsite
from the offices of any of them.
Section 5.03 Consents. The Purchaser, Holdings, Financial and the Company
each agrees to use its reasonable efforts to obtain prior to the Closing all
consents necessary to consummate the Transaction, provided that Holdings,
Financial and the Company shall not be required to incur any material cost in
connection with obtaining such consent, but will cooperate with the Purchaser to
obtain such consent at the expense of the Purchaser. All such consents shall be
in writing and in form and substance reasonably satisfactory to Purchaser, and
executed counterparts thereof shall be delivered to Purchaser promptly after
receipt thereof by the Sellers or the Company, but in no event later than the
Closing. The Purchaser recognizes that the sale of shares contemplated hereunder
will result in a change in control of the Company and the Company Subsidiaries.
The Sellers make no representation or warranty as to contractual arrangements of
the Company or the Company Subsidiaries that may be affected by such change in
control.
Section 5.04 Governmental Filings. As soon as practicable, each of the
parties shall make any and all filings and submissions to any governmental
agency that are required to be made by them in connection with the Transaction.
They shall each furnish to the other such information and assistance as the
other party or parties may reasonably request in connection with the preparation
of any such filings or submissions. As between the Purchaser and the Sellers,
the Purchaser shall be solely responsible for causing the Company to comply with
applicable securities laws, make any necessary filings with the Securities and
Exchange Commission and notify other shareholders of the Transaction; provided
that Purchaser shall and shall cause the Company to, obtain the prior written
consent of the Sellers to any public announcement regarding the Transaction that
mentions the Sellers or Pacific Electric, which consent shall not be
unreasonably withheld or delayed.
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Section 5.05 Covenant to Satisfy Conditions. Each party shall use its
reasonable efforts to insure that the conditions set forth in hereof are
satisfied, insofar as such matters are within its control.
Section 5.06 Confidentiality. The parties agree that all information
concerning this Agreement and the Transaction, and any and all information
learned by one party about another during these proceedings shall be
confidential. No party shall release any information regarding this Agreement or
the Transaction without the prior written consent of each other party hereto
except as may be required to be disclosed by law.
ARTICLE VI
CONDITIONS PRECEDENT
Section 6.01 Conditions Precedent to Obligations of Holdings and Financial.
The obligations of the Sellers and the Company under this Agreement are subject
to the satisfaction or, unless prohibited by Law, the waiver by Holdings and/or
Financial, as the case may be, at or before the Closing, of each of the
following conditions:
(a) Representations and Warranties. The representations and warranties
of Purchaser contained herein shall be true, complete and accurate as of
the date when made and at and as of the Closing Date as though such
representations, warranties and statements were made at and as of such
date.
(b) Performance. Purchaser shall have performed and complied with all
agreements, obligations and conditions required by this Agreement to be so
performed or complied with by it at or prior to the Closing.
(c) No Injunction. On the Closing Date, there shall be no effective
injunction, writ, preliminary restraining order or any order of any nature
issued by a court of competent jurisdiction restraining or prohibiting the
consummation of the Transaction.
(d) No Litigation. There shall not be threatened, instituted or
pending any suit, action, investigation, inquiry or other proceeding by or
before any court or governmental or other regulatory or administrative
agency or commission requesting or looking toward an order, judgment or
decree that restrains or prohibits the consummation of the Transaction.
(e) Officers' Certificate. Purchaser shall have delivered to the
Sellers a certificate, dated the Closing Date, executed by each of its
general partners, and certifying the fulfillment of the conditions
specified in Sections 6.01(a) and (b) hereof.
(f) Secretary's Certificate. Purchaser shall have delivered to the
Sellers a certificate, dated the Closing Date, executed by each of its
general partners, and certifying as to its governing documents, if any,
enabling actions, if any, the incumbency of its partners, and other
reasonably related matters.
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(g) Consents and Approvals. All licenses, permits, consents, approvals
and authorizations of all third parties and governmental bodies and
agencies (other than approvals from Purchaser's partners, which are
provided for elsewhere in this Agreement) shall have been obtained, which
are necessary, in the reasonable determination of counsel to the Sellers,
in connection with (a) the execution and delivery by each of the parties,
as appropriate, of this Agreement, (b) the consummation by each of the
parties of the Transaction, or (c) the conduct by the Company of its
business.
(h) Documents. All documents to be delivered to the Sellers at the
Closing shall be duly executed and in form and substance reasonably
satisfactory to Holdings and Finance.
(i) Other. The Sellers shall have each received such other documents
or certificates as the Sellers may reasonably have requested.
Section 6.02 Conditions Precedent to Obligations of the Purchaser. The
obligations of Purchaser under this Agreement are subject to the satisfaction
or, unless prohibited by Law, the waiver by Purchaser at or before the Closing,
of each of the following conditions:
(a) Representations and Warranties. The representations and warranties
of the Sellers and the Company contained herein shall be true, complete and
accurate as of the date when made and at and as of the Closing Date as
though such representations and warranties were made at and as of such
date.
(b) Performance. The Sellers and the Company shall have performed and
complied with all agreements, obligations and conditions required by this
Agreement to be so performed or complied with by them at or prior to the
Closing.
(c) No Injunction. On the Closing Date, there shall be no effective
injunction, writ, preliminary restraining order or any order of any nature
issued by a court of competent jurisdiction restraining or prohibiting
consummation of the Transaction.
(d) No Litigation. There shall not be threatened, instituted or
pending any suit, action, investigation, inquiry or other proceeding by or
before any court or governmental or other regulatory or administrative
agency or commission requesting or looking toward an order, judgment or
decree that restrains or prohibits the consummation of the Transaction.
(e) Officers' Certificates. Each of Holdings and Finance shall have
delivered to Purchaser a certificate, dated the Closing Date and executed
by an executive officer, and certifying the fulfillment of the conditions
specified in Sections 6.02(a) and (b) hereof.
(f) Secretary's Certificates. Each of Holdings and Finance shall have
delivered to Purchaser a certificate, dated the Closing Date, executed by
its Secretary or Assistant Secretary and certifying as to its Articles of
Incorporation, bylaws, the incumbency of its officers, and other related
matters.
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(g) Consents and Approvals. All licenses, permits, consents, approvals
and authorizations of all third parties and governmental bodies and
agencies (other than approvals from Holdings' and Finance's Boards of
Directors and sole stockholder, which are provided for elsewhere in this
Agreement) shall have been obtained which are necessary, in the reasonable
determination of counsel to the Purchaser, in connection with (a) the
execution and delivery by each of the parties, as appropriate, of this
Agreement, (b) the consummation by each of the parties of the Transaction
or thereby.
(h) Documents. All documents to be delivered by each of Holdings and
Finance to Purchaser at the Closing shall be duly executed and in form and
substance reasonably satisfactory to Purchaser.
(i) Other. Purchaser shall have received such other documents or
certificates as Purchaser may reasonably have requested.
ARTICLE VII
TERMINATION OF AGREEMENT
Section 7.01 Termination of Agreement. This Agreement may be terminated at
any time prior to the Closing:
(a) by mutual agreement of the Sellers and Purchaser;
(b) by the Sellers on or after August 30, 2004, if any of the
conditions provided in Section 6.01 hereof of this Agreement have not been
met or, to the extent permitted by applicable law, have not been waived in
writing by the Sellers prior to such date; or
(c) by Purchaser, on or after August 20, 2004, if any of the
conditions provided in Section 6.02 hereof have not been met or, to the
extent permitted by applicable law, have not been waived in writing by
Purchaser prior to such date.
Section 7.02 Procedure Upon Termination. In the event of termination by any
party pursuant to Section 7.01 hereof, written notice thereof shall promptly be
given to the other parties and the Transaction shall be terminated, without
further action by any party. If the Transaction is terminated as provided
herein, then:
(a) The terminating party shall return all documents, work papers and
other material of any other party relating to the Transaction, whether so
obtained before or after the execution hereof, to the party furnishing the
same; and
(b) all confidential information received by any party to this
Agreement with respect to the business of any other party, or its
subsidiaries or affiliates, shall be treated in accordance with Section
5.06 hereof, and Section 5.06 hereof shall remain in full force and effect
notwithstanding the termination of this Agreement.
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ARTICLE VIII
INDEMNIFICATION
Section 8.01 Indemnification by the Sellers. The Sellers jointly but not
severally, agree to indemnify, defend and hold Purchaser harmless from and in
respect of any and all losses, that Purchaser may incur arising out of or due to
(i) any inaccuracy of any representation or warranty of the Sellers contained in
this Agreement or the breach of any other material agreement or covenant of the
Sellers contained in this Agreement, (ii) any liability arising from a claim
brought by any person for actions taken by the Sellers which exceeded their
rights as shareholders under Nevada law, and (iii) any liability arising in
respect of salary, benefits, severance or other employment related expenses for
Xxxxx Xxxxx, Xxxxx Xxxxxxx and Xxxxxx Xxxxx or any cost incurred in connection
with transferring such employees from the payroll of the Company or the Company
Subsidiaries to Holdings as of August 1, 2004.
Section 8.02 Indemnification by Purchaser. Purchaser agrees to indemnify,
defend and hold the Sellers, their officers, directors and affiliates, harmless
from and in respect of any and all losses, damages, costs and reasonable
expenses (including, without limitation, reasonable expenses of investigation
and defense fees and disbursements of counsel and other professionals) that the
Sellers may incur arising out of or due to any inaccuracy of any representation
or warranty of Purchaser contained in this Agreement and the breach of any other
material agreement or covenant of Purchaser contained in this Agreement.
Section 8.03 Indemnification by the Company. The Company agrees to
indemnify, defend and hold each of the Purchaser and the Sellers, and each of
their officers, directors, employees and affiliates (each an "Indemnified
Party"), harmless from and in respect of any and all losses that such
Indemnified Party may incur arising out of or due to any claim, liability, loss,
damage or other cost or expense relating to the business of the Company or the
Company Subsidiaries that is brought against, names or joins such Indemnified
Party from and after the date of this Agreement, whether or not it relates to
circumstances in existence before or after the date of this Agreement,
including, without limitation (i) any claim or action by any current or former
officers, directors or employees of the Company relating to the operation of the
Company, their employment by the Company, or the termination thereof, or the
terms of this Transaction, and (ii) any and all claims, suits or actions
(including those already pending) brought or asserted by Xxx Xxxxxxx and his
family relating any of their employment by the Company, loans thereto or
investments therein; provided, however, that the Company's obligations hereunder
shall not include indemnification for (x) any liability arising from a claim
brought by any person against the Sellers for actions taken by the Sellers which
exceeded their rights as shareholders under Nevada law, (y) the claims referred
in Section 1.01 (12) and (z) any liability arising in respect of salary,
benefits, severance or other employment related expenses for Xxxxx Xxxxx, Xxxxx
Xxxxxxx and Xxxxxx Xxxxx or any cost incurred in connection with transferring
such employees from the payroll of the Company or the Company Subsidiaries to
Holdings as of August 1, 2004.
Section 8.04 Indemnification Claims. If there occurs an event which a party
hereto asserts is an indemnifiable event pursuant to Section 8.01, 8.02 or 8.03,
such party (the "Indemnified Party") shall notify the other party (the
"Indemnifying Party") promptly. If such
17
event involves (i) any claim or (ii) the commencement of any action or
proceeding by a third person, the Indemnified Party will give such Indemnifying
Party prompt written notice of such claim or the commencement of such action or
proceeding. Such notice shall be a condition precedent to any liability of the
Indemnifying Party hereunder; provided, however, that the failure to provide
prompt notice as provided herein will relieve the Indemnifying Party of its
obligations hereunder only to the extent that such failure prejudices the
Indemnifying Party hereunder. In case any such action shall be brought against
any Indemnified Party and it shall notify the Indemnifying Party of the
commencement thereof, the Indemnifying Party shall be entitled to participate
therein and, to the extent that it shall wish, to assume the defense thereof
with counsel reasonably satisfactory to the Indemnified Party and, after notice
from the Indemnifying Party to the Indemnified Party of such election so to
assume the defense thereof, the Indemnifying Party shall not be liable to the
Indemnified Party for any legal expenses of other counsel or any other expenses
subsequently incurred by such party in connection with the defense thereof. The
Indemnified Party agrees to cooperate fully with the Indemnifying Party and its
counsel in the defense against any such asserted liability. The Indemnified
Party shall have the right to participate at its own expense in the defense of
such asserted liability. No Indemnifying Party shall consent to the entry of any
judgment or enter into any settlement without the consent of the Indemnified
Party (A) if such judgment or settlement does not include as an unconditional
term thereof the giving by each claimant or plaintiff to each Indemnified Party
of a release from all liability in respect to such claim, (B) if such judgment
or settlement would result in the finding or admission of any violation of law,
or (C) if as a result of such consent or settlement injunctive or other
equitable relief would be imposed against the Indemnified Party or such judgment
or settlement could interfere with or adversely affect the business, operations
or assets of the Indemnified Party.
ARTICLE IX
MISCELLANEOUS
Section 9.01 Survival of Representations and Warranties. Unless explicitly
stated otherwise, representations, warranties, covenants and agreements shall
expire at the Closing.
Section 9.02 Commissions. No party hereto has employed any investment
banker, broker, finder or similar agent in connection with any transaction
contemplated by this Agreement.
Section 9.03 Definition of Knowledge. For the purpose of this Agreement,
the phrases "to the best knowledge" of any party and "known" and words of like
effect shall mean to the best knowledge of such party and each officer or
partner of such party.
Section 9.04 Expenses, Taxes, Etc. Except as otherwise provided herein, in
the event of the termination of this Agreement prior to Closing, each of the
parties hereto shall pay all fees and expenses incurred by it or any of its
affiliates in connection with the transactions contemplated by this Agreement.
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Section 9.05 Successors and Assigns. No party shall have the right to
assign all or any part of its interest in this Agreement without the prior
written consent of the other parties, and any attempted transfer without such
consent shall be null and void.
Section 9.06 No Third-Party Benefit. Nothing in this Agreement shall be
deemed to create any right or obligation in any Person not a party hereto and
this Agreement shall not be construed in any respect to be a contract or
agreement in whole or in part for the benefit of or binding upon any Person not
a party hereto.
Section 9.07 Entire Agreement; Amendment. This Agreement, the Exhibits, the
Appendices and the Disclosure Schedule hereto constitute the entire agreement
among the parties hereto with respect to the transactions contemplated herein
and supersede all prior oral and written agreements, memoranda, understandings
and undertakings between the parties hereto relating to the subject matter
hereof. This Agreement may not be modified, amended, altered or supplemented
except by a written instrument executed and delivered by each of the parties
hereto.
Section 9.08 Reformation and Severability. If any provision of this
Agreement is held to be illegal, invalid or unenforceable under present or
future laws effective during the term hereof and such illegality, invalidity or
unenforceability does not result in a material failure of consideration, then;
(a) in lieu of such illegal, invalid or unenforceable provision, there
shall be added automatically as a part of this Agreement a provision as
similar in terms to such illegal, invalid or unenforceable provision as may
be possible and be legal, valid and enforceable; and
(b) the legality, validity and enforceability of the remaining
provisions hereof shall not in any way be affected or impaired thereby.
Section 9.09 Notices. All notices, claims, certificates, requests, demands
and other communications hereunder shall be in writing and shall be deemed to
have been duly given if delivered personally or mailed (registered or certified
mail, postage prepaid, return receipt requested) as follows:
If to Holdings or Financial (or to the Company prior to the closing):
Pacific Holdings Group
0000 Xxxxx Xxxxxx Xxxxxxx, Xxxxx 000
Xxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxxx, Esq.
with a copy to:
Coudert Brothers LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxx Okoshi, Esq.
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If to Purchaser:
AutoCorp Acquisition Partners
0000 Xxxxxx Xxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx Xxxxxx General Partner
If to the Company subsequent to the Closing:
AutoCorp Equities, Inc.
0000 Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx Xxxxxx President
or to such other address as the person to whom notice is to be given may have
previously furnished to the other in writing in the manner set forth above,
provided that notice of a change of address shall be deemed given only upon
receipt.
Section 9.10 Number and Gender. When the context in which words are used in
this Agreement indicates that such is the intent, words in the singular number
shall include the plural and the masculine gender shall include the neuter or
female gender as the context may require.
Section 9.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
Section 9.12 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
[The remainder of this page is intentionally left blank.]
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties hereto on the date first above written.
HOLDINGS:
PACIFIC HOLDINGS GROUP
By: /s/ Xxxxxxxx Xxx
------------------
Name: Xxxxxxxx Xxx
Title: General Manager
FINANCIAL:
PACIFIC FINANCIAL GROUP, INC.
By: /s/ Xxxxxxxx Xxx
------------------
Name: Xxxxxxxx Xxx
Title: General Manager
THE COMPANY:
AUTOCORP EQUITIES, INC.
By: /s/ Xxxxx Xxxxxx
-----------------
Name: Xxxxx Xxxxxx
Title: Vice President
PURCHASER:
AUTOCORP ACQUISITIONS PARTNERS
By: /s/ Xxxxxxx Xxxxxx
------------------
Xxxxxxx Xxxxxx General Partner
By: /s/ Xxxxx X. Xxxxxx
-------------------
Xxxxx X. Xxxxxx General Partner
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