STOCK PURCHASE
AGREEMENT
This Stock Purchase Agreement (the “
Agreement ”) is made and entered into as of December
31, 2008 between Titanium Metals Corporation, a Delaware
corporation (“ Seller ”), and Contran
Corporation, a Delaware corporation
(“Contran”).
Recitals
Seller wishes to sell all of its interest in
Whitney International University System Ltd. (“WIUS”)
comprised of 2,352,942 shares (the “ Shares ”)
of the common stock, $0.01 par value per share, of WIUS to Contran,
and Contran wishes to purchase the Shares, on the terms and subject
to the conditions of this Agreement (the “ Transaction
”).
Agreement
The parties agree as follows:
ARTICLE I.
THE
TRANSACTION
Section 1.1. Purchase and Sale of
Shares . Against payment of the purchase price
therefor as specified in Section 1.2 , Seller hereby sells,
transfers, assigns and delivers to Contran the
Shares. Certificates representing the Shares are hereby
delivered accompanied by stock powers duly endorsed in
blank.
Section 1.2. Purchase Price and
Payment . Contran hereby purchases all of the
Shares for a purchase price of SIXTEEN MILLION SEVEN HUNDRED
THOUSAND DOLLARS ($16,700,000) payment for which is hereby made by
means of a promissory note (the “Note”) from Contran as
maker in the original principal amount of $16,700,000 payable to
Seller. In addition to the Note, Contran shall also
deliver an executed Pledge and Security Agreement securing the
Shares as collateral for the Note.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES
OF THE SELLER
Seller hereby represents and warrants to Contran
as of the date of this Agreement as follows:
Section 2.1. Authority
. It is a corporation validly existing and in good
standing under the laws of the state of its
incorporation. It has full corporate power and
authority, without the consent or approval of any other person, to
execute and deliver this Agreement and to consummate the
Transaction. All corporate action required to be taken
by or on behalf of it to authorize the execution, delivery and
performance of this Agreement has been duly and properly
taken.
Section 2.2. Validity
. This Agreement is duly executed and delivered by it
and constitutes its lawful, valid and binding obligation,
enforceable in accordance with its terms. The execution
and delivery of this Agreement and the consummation of the
Transaction by it are not prohibited by, do not violate or conflict
with any provision of, and do not result in a default under (a) its
charter or bylaws; (b) any material contract, agreement or other
instrument to which it is a party or by which it is bound; (c) any
order, writ, injunction, decree or judgment of any court or
governmental agency applicable to it; or (d) any law, rule or
regulation applicable to it, except in each case for such
prohibitions, violations, conflicts or defaults that would not have
a material adverse consequence to the Transaction.
Section 2.3. Ownership of
Shares . It is the record and beneficial owner
of the Shares and upon consummation of the transactions
contemplated by this Agreement, Contran will acquire good and
marketable title to the Shares, free and clear of any liens,
encumbrances, security interests, restrictive agreements, claims or
imperfections of any nature whatsoever, other than restrictions on
transfer imposed by applicable securities laws.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
OF THE PURCHASER
Contran hereby represents and
