Exhibit 10.2
STOCK REDEMPTION
AGREEMENT
This Stock Redemption Agreement
(this “Agreement”) is made effective as of
June 30, 2008 (the “Effective Date”), by and among
Noble Manufacturing Group, Inc., a Michigan corporation
(“Noble Manufacturing”), Noble International, Ltd., a
Delaware corporation (“Noble International”) (each is
individually referred to as “Seller”, and collectively,
they are referred to as “Sellers”), Sid E. Taylor, a
Michigan resident (“Taylor), and SET Enterprises, Inc., a
Michigan corporation (sometimes referred to as the
“Corporation”).
INTRODUCTORY
STATEMENTS
A. The Corporation’s
authorized capital stock consists of 50,000 shares of common stock
(“Common Stock”). Noble Manufacturing owns 76.8627
shares of the Common Stock.
B. The Corporation has issued and
outstanding 15,200 shares of Series A preferred stock
(“Series A Stock”). Noble International holds 15,200
shares of Series A Stock.
C. The Corporation has issued and
outstanding 6,000 shares of Series B preferred stock (“Series
B Stock”). Noble International holds 6,000 shares of Series B
Stock.
D. The Corporation is indebted to
Seller for, among other things, (i) $1,272,000 in accrued but
unpaid dividends on the Series A Stock and Series B Stock
(collectively, the “Unpaid Dividends”), and
(ii) $307,000 in unpaid fees pursuant (the “Service
Fees”) to a certain Services Agreement between SET and
Sumitomo Corporation of America (“Sumitomo”) dated as
of August 1, 2003, as assumed by Noble Manufacturing pursuant
to Assignment and Assumption of Services Agreement among Noble
Manufacturing, Sumitomo and SET dated as of as of October 6,
2006 and as amended by the First Amendment to Services Agreement
dated as of October 6, 2006 (as may be otherwise amended or
modified, the “Services Agreement”)
E. The Corporation has agreed to pay
the Unpaid Dividends and Service Fees, and to redeem all Stock
owned by each Seller (the “Redemption”), and each
Seller has agreed to have its Stock of the Corporation redeemed by
the Corporation, all on the terms and conditions set forth in this
Agreement.
F. Concurrently with the Closing,
the Corporation has authorized and intends to obtain a credit
facility from Bank of America, N.A. (the “Bank”) which
will provide funds for the Redemption and for related corporate
purposes.
AGREEMENT
In consideration of the above
Introductory Statements and the promises and provisions set forth
in this Agreement, the adequacy and sufficiency of which the
parties acknowledge, the parties, intending to be bound, agree as
follows:
1. Redemption . Each Seller
shall sell to the Corporation, and the Corporation shall redeem
from each Seller, the number of shares of the Corporation’s
Common Stock, Series A Stock and Series B Stock (collectively, the
“Stock”) set forth after each Seller’s name in
Paragraphs A, B and C of the Introductory Statements above, which
represents each Seller’s entire ownership interest in the
Corporation.
2. Purchase Price . The
aggregate consideration to be paid by the Corporation to the
Sellers for the Stock is One Million Nine Hundred Twenty-One
Thousand Dollars ($1,921,000.00) (the “Purchase
Price”). The allocation of the Purchase Price to be paid to
Sellers is set forth on the attached Exhibit A.
3. Terms of Payment . The
Purchase Price payable to each Seller shall be paid at the Closing
by cashiers’ or certified check(s) or by wire transfer(s), at
each Seller’s option.
4. Transfer of Stock . At
Closing, each Seller shall either duly endorse in blank
certificate(s) evidencing the particular Stock being redeemed from
such Seller as contemplated herein in a form ready for transfer or
duly execute and deliver an assignment separate from certificate
for such Stock, and shall execute any documents or assignments
necessary to effectuate the transfer and conveyance of said
Stock.
5. Seller’s Representations
and Warranties . Each Seller represents and warrants to the
Corporation the following with respect to itself (but not with
respect to the other Seller):
(a) Sellers own their shares of the
Stock free and clear of all pledges, liens, encumbrances, security
interests, options, claims and other charges of every kind, except
for certain security interests held by Comerica Bank, a Michigan
banking corporation (“Comerica”). Except for a
non-binding Letter of Intent entered into on April 28, 2008
with Asaba Management LLC (the “Asaba LOI”), Sellers
have not entered into any contract or agreement, other than this
Agreement, to sell or otherwise transfer any of such shares. By
delivery of a certificate or certificates representing its Stock,
along with appropriate transfer and release documentation from
Comerica, Seller shall transfer clear and marketable title to such
Stock to the Corporation at Closing.
(b) Sellers have full power and
authority to execute this Agreement and to consummate the
transactions contemplated in this Agreement. Sellers’
execution, delivery, and performance of this Agreement have been
duly authorized by all necessary action of Sellers, and this
Agreement is the legal, valid and binding obligation of Sellers,
enforceable against Sellers in accordance with its
terms.
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(c) The execution and delivery by
Sellers of this Agreement and the compliance with the terms and
provisions of this Agreement will not result in (i) any
violation of any federal, state or local laws, orders or
regulations applicable to Sellers, or (ii) subject to Sellers
receiving the consent of Comerica to the transactions contemplated
by this Agreement, any violation of, or in conflict with, or breach
the terms, conditions or provisions of, or constitute a default
under, any agreement, or require or give to others any interest or
rights, including rights of termination, cancellation or
acceleration, with respect to any instruments, contracts or
agreements, or require any authorization, consent, approval,
exemption or other action by, or notice to or filing with, any
court, administrative or governmental body which has not been
obtained or given.
6. Corporation’s
Representations and Warranties . The Corporation represents and
warrants to each Seller as follows:
(a) The Corporation has full right,
power and authority to execute and deliver this Agreement and to
perform its obligations hereunder. The Corporation’s
execution, delivery and performance of this Agreement have been
duly authorized by all necessary corporate action, and this
Agreement is the legal, valid and binding obligation of the
Corporation, enforceable against the Corporation in accordance with
its terms.
(b) Neither the execution of this
Agreement, nor the consummation of the transactions contemplated
hereby, will constitute or cause a breach or violation of its
articles of incorporation or bylaws, or other covenants or
obligations binding upon the Corporation or affecting any of the
Corporation’s properties.
(c) The execution and delivery by
the Corporation of this Agreement and the compliance with the terms
and provisions of this Agreement will not result in (i) any
violation of any federal, state or local laws, orders or
regulations applicable to Corporation, or (ii) any violation
of, or in conflict with, or breach the terms, conditions or
provisions of, or constitute a default under, any loan document
mortgage, or other agreement or require or give to others any
interest or rights, including rights of termination, cancellation,
or acceleration, with respect to any instruments, loan documents,
contracts, or agreements, or require any authorization, consent,
approval, exemption, or other action by any court, administrative,
or governmental body, which has not been obtained or will be
obtained as contemplated by Section 9(a) below, or require any
notice to, or filing with, any court, administrative, or
governmental body which has not been obtained or given.
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(d) The Corporation presently has,
and immediately following the consummation of and after giving
effect to, the execution and delivery of this Agreement, will be
able to pay its known and reasonably anticipated debts as they
become due in the usual course of business, or has or will have
total assets which are greater than the sum of its total
liabilities.
(e) Except as may be permitted
pursuant to the terms of the Asaba LOI, the Corporation is not
redeeming the Stock owned by Sellers for the purpose of
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