Page 10 of 14 Pages
EXHIBIT D
Stock Purchase Agreement
Stock Purchase Agreement (the "Agreement"), dated as of December 19,
1997, by and among Quota Fund, N.V., a Netherlands Antilles corporation (the
"Seller"), and Xxxxx Xxxxxxxxx ("Xxxxxxxxx"), Xxxx Xxxxxxxx ("Xxxxxxxx"),
Granite Capital L.P. ("Granite"), Generation Capital Assoc. ("Generation"),
Xxxxxxx X. Xxxxx ("Xxxxx"), Xxxxxx Xxxxxx ("Xxxxxx") and Xxxxx X. Xxxx ("Xxxx")
(each of Collignon, Anderson, Granite, Generation, Xxxxx, Xxxxxx and Xxxx, a
"Purchaser" and collectively, the "Purchasers").
1. Purchase and Sale of the Shares. Subject to the terms of this
---------------------------------
Agreement, the Seller hereby agrees to sell, convey, assign and deliver to each
Purchaser, and each Purchaser hereby agrees to purchase, acquire and accept from
the Seller, the number of shares (the "Shares") of common stock, no par value
(the "Common Stock"), of Reconditioned Systems, Inc. ("RSI") listed next to such
Purchaser's name on Schedule 1 attached hereto.
2. Consideration. Subject to the terms of this Agreement, in
-------------
consideration of the aforesaid sale, conveyance, assignment and delivery of the
Shares, each Purchaser hereby agrees to deliver, or cause to be delivered, to
the Seller, the purchase price, in cash, listed next to such Purchaser's name on
Schedule 1 attached hereto (the "Purchase Price"), representing a price per
Share of U.S. $1.50.
3. Delivery by the Purchasers. Each Purchaser shall deliver the
---------------------------
Purchase Price, by wire transfer of immediately available funds to the following
account, pursuant to the following instructions:
4. Delivery by the Seller. As soon as the aggregate Purchase Price
----------------------
has been received by the Seller with respect to all of the Purchasers, the
Seller shall give irrevocable instructions to the transfer agent to deliver to
the Purchasers or their nominee(s) a stock certificate or certificates
representing the Shares, duly endorsed in blank or with stock powers duly
executed by it, in proper form for transfer; provided, that such stock
certificates may have legends affixed to the effect that the Shares have not
been registered under the Securities Act of 1933, as amended (the "Act"), and
may not be sold, assigned or otherwise transferred except in compliance with the
Act and that RSI may place "stop transfer" instructions with respect to the
Shares with its transfer agent.
Page 11 of 14 Pages
5. Representations and Agreements of the Seller. The Seller
--------------------------------------------------
represents and warrants to each Purchaser as follows:
a. Organization and Corporate Power. The Seller is a corporation
-----------------------------------
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation. The Seller has all requisite legal and
corporate power to execute and deliver this Agreement and to carry out and
perform its obligations under the terms of this Agreement.
b. Authorization. All corporate action on the part of the Seller
-------------
necessary for the authorization, execution, delivery and performance of this
Agreement and the authorization, sale and delivery of the Shares, has been
taken. This Agreement has been duly and validly executed and delivered by the
Seller, and constitutes a valid and binding agreement of the Seller, enforceable
against the Seller in accordance with its terms. The execution of this Agreement
and the performance by the Seller of its obligations hereunder do not conflict
with or violate any agreement to which the Seller is a party or is bound or any
law applicable to the Seller. No consent of or filing with any third party,
including governmental authorities (other than disclosure forms to be filed with
governmental or regulatory agencies, including Schedule 13D and Form 4 filings),
is required for the Seller to execute and deliver this Agreement and effect the
transactions contemplated by this Agreement (without giving effect to any
consents or filings which may be required as a result of the status or
operations of the Purchasers).
c. Title and Related Matters. Upon delivery of the Shares as
----------------------------
contemplated by Section 3 hereof within the State of New York, each Purchaser
will acquire good title to the Shares (assuming that such Purchaser is a bona
fide Purchaser within the meaning of Section 8-302 of the New York Uniform
Commercial Code) free and clear of all adverse claims (as defined in Section
8-302 of the New York Uniform Commercial Code).
d. Evaluation of Transaction. The Seller has sufficient knowledge
--------------------------
and experience in financial, investment and business matters so as to
independently evaluate the merits of selling the Shares to the Purchasers and
the Seller is able to make, and has made, an informed investment decision with
respect thereto.
6. Representations and Agreements of Purchasers. Each Purchaser,
----------------------------------------------
severally, for itself only, represents and warrants to the Seller as follows:
-2-
Page 12 of 14 Pages
a. Organization and Power. If such Purchaser is an entity, such
-----------------------
Purchaser is organized, validly existing and in good standing under the laws of
the jurisdiction of its formation. Such Purchaser has all requisite legal power
to execute and deliver this Agreement and to carry out and perform its
obligations under the terms of this Agreement.
b. Authorization. If such Purchaser is an entity, all actions on the
-------------
part of such Purchaser necessary for the authorization, execution, delivery and
performance of this Agreement have been taken. This Agreement has been duly and
validly executed and delivered by such Purchaser and constitutes a valid and
binding agreement of such Purchaser, enforceable against such Purchaser in
accordance with its terms. The execution of this Agreement and the performance
by such Purchaser of its obligations hereunder do not conflict with or violate
any agreement to which such Purchaser is a party or any law applicable to such
Purchaser. No consent of or filing with any third party, including governmental
authorities (other than disclosure forms to be filed with governmental or
regulatory agencies, including Schedule 13D and Form 4 filings), is required for
such Purchaser to execute and deliver this Agreement and effect the transactions
contemplated by this Agreement (without giving effect to any consents or filings
which may be required as a result of the status or operations of the Sellers).
c. Investment Representations. (i) Each Purchaser has such knowledge
--------------------------
and experience in financial and business matters that it is capable of
evaluating the merits and risks of an investment in the Shares, has
independently evaluated the merits of purchasing the Shares and has made an
informed, independent investment decision with respect thereto. Each Purchaser
has been given the opportunity to examine all documents provided by, conduct due
diligence and ask questions of, and to receive answers from, either the Seller
or RSI and their respective representatives concerning the terms and conditions
of an investment in the Shares. Each Purchaser is acquiring the Shares for its
own account, for investment purposes only and not with a view to the
distribution (as such term is used in Section 2(11) of the Act) thereof in
violation of the Securities Act. Each Purchaser understands that the Shares have
not been registered under the Securities Act and cannot be sold unless
subsequently registered under the Act or an exemption from such registration is
available. Each Purchaser (except for Xxxxxxxxx and Xxxxxxxx) is an "accredited
investor" within the meaning of Rule 501 of Regulation D of the Securities and
Exchange Commission.
(ii) In addition to the representations and agreements contained
in c(i) above, each of Xxxxxxxxx and Xxxxxxxx further represent and warrant that
each is a senior officer and existing stockholder of RSI and as such is in a
position and has access to sufficient information concerning RSI to make an
informed decision with respect to an investment in the Shares.
-3-
Page 13 of 14 Pages
7. Binding Effect; Assignment. This Agreement is not assignable by
---------------------------
either party, unless the prior written consent of the other parties hereto is
obtained. This Agreement and all of the provisions hereof shall be binding upon
and shall inure to the benefit of the Seller and its successors and permitted
assigns with respect to the obligations of each Purchaser under this Agreement,
and to the benefit of such Purchaser and its successors and permitted assigns
with respect to the obligations of the Seller under this Agreement.
8. Counterparts. This Agreement may be executed in counterparts,
------------
each of which shall be deemed an original, but both of which together shall
constitute one and the same instrument.
9 . Governing Law. This Agreement shall be governed by the laws of
--------------
the State of New York (regardless of the laws that might otherwise govern under
applicable principles of conflicts of law) as to all matters, including but not
limited to matters of validity, construction, effect, performance and remedies.
-4-
Page 14 of 14 Pages
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date set forth above.
QUOTA FUND, N.V.
By: _______________________________________
Name:
Title:
By: _______________________________________
Xxxxx Xxxxxxxxx
By: _______________________________________
Xxxx Xxxxxxxx
GRANITE CAPITAL, L.P.
By: _______________________________________
Name:
Title:
GENERATION CAPITAL ASSOC.
By: _______________________________________
Name:
Title:
_______________________________________
Xxxxxxx X. Xxxxx
_______________________________________
Xxxxxx Xxxxxx
_______________________________________
Xxxxx X. Xxxxx
-5-
