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Preview Full Doc	2003	Acquisition Agreement Acquisition Agreement (221K) Doc #358103: Click preview link for longer preview. ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. de C.V., a sociedad anonima de . . . 358103	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Acquisition Agreement: Sonnenschein Nath – Hadley & McCloy LLP Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C. Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal Exhibit H-2 Form of Opinion Letter of Jay Nadlman, Esq. - vi - {PAGE} ACQUISITION AGREEMENT, dated as of April 20, 2003 ( _____________ Sonnenschein Nath – the "Closing") shall, subject to the satisfaction or waiver of the conditions set forth in Article 8, take place at the offices of Sonnenschein Nath & Rosenthal, 1221 Avenue of the America, 24th Floor, New York, New York, on the second (2nd) Business Day after all of the _____________ Sonnenschein Nath – of such agreements shall not become effective at the Effective Time; (e) TMM shall have received an opinion dated the Closing Date of Sonnenschein Nath & Rosenthal, counsel to KCS, and Jay Nadlman, Associate General Counsel to KCS, in the form and as to the matters set forth _____________ Sonnenschein Nath – Southern P.O. Box 219335 427 West 12th Street Kansas City, MO 64121-9335 With a copy (which shall not constitute notice) to: Sonnenschein Nath & Rosenthal 4520 Main Street, Suite 1100 Kansas City, MO 64111 Attention: John F. Marvin, Esq. Any party hereto may from time to _____________ dt 723419 ; Grupo TMM Grupo TMM, S.A. ( Railroads ) As referenced in this Acquisition Agreement: GRUPO TMM, S – TYPE}EX-10.1 {SEQUENCE}9 {FILENAME}acqagmt.txt {DESCRIPTION}ACQUISITION AGREEMENT {TEXT} ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized under the _____________ GRUPO TMM, S – vi - {PAGE} ACQUISITION AGREEMENT, dated as of April 20, 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("TMM"), TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized _____________ Grupo TMM, S – express courier (with written confirmation) to the Parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to Sellers: Grupo TMM, S .A. Avenida de la Cuspide, No. 4755 Colonia Parques del Pedregal 14010 Mexico, D.F. CT Corporation 1209 Orange Street Wilmington, Delaware 19801 With a copy (which shall not _____________ GRUPO TMM, S – SOUTHERN By: /s/ M.R. Haverty --------------------------------------- Name: Michael R. Haverty Title: Chairman, President & CEO KARA Sub, Inc. By: /s/ M.R. Haverty --------------------------------------- Name: Michael R. Haverty Title: Chairman, President & CEO GRUPO TMM, S .A. By: /s/ Jose Serrano --------------------------------------- Name: Jose Serrano Title: Chairman By: /s/ Javier Segovia --------------------------------------- Name: Javier Segovia Title: President TMM HOLDINGS, S.A. de C.V. By: /s/ Jose _____________ dt 758830 ; Kansas City Kansas City Southern ( Railroads ) As referenced in this Acquisition Agreement: KANSAS CITY SOUTHERN, – {DOCUMENT} {TYPE}EX-10.1 {SEQUENCE}9 {FILENAME}acqagmt.txt {DESCRIPTION}ACQUISITION AGREEMENT {TEXT} ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. _____________ KANSAS CITY SOUTHERN, – of Sonnenschein Nath & Rosenthal Exhibit H-2 Form of Opinion Letter of Jay Nadlman, Esq. - vi - {PAGE} ACQUISITION AGREEMENT, dated as of April 20, 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") (" _____________ Kansas City Southern – 1997 (as such agreements have been amended and extended from time to time); the Stock Purchase Agreement dated as of February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. _____________ Kansas City Southern – February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and KCS, dated March 8, 2002; provided that, if the Closing shall not have occurred prior to the Termination Date, or _____________ Kansas City Southern – to: Milbank, Tweed, Hadley & McCloy LLP 601 South Figueroa Street, 30th Floor -49- {PAGE} Los Angeles, CA 90017 Attention: Thomas C. Janson, Esq. If to KCS or the Surviving Company: Kansas City Southern P.O. Box 219335 427 West 12th Street Kansas City, MO 64121-9335 With a copy (which shall not constitute notice) to: Sonnenschein Nath & Rosenthal 4520 Main Street, Suite _____________ dt 1364259 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Acquisition Agreement: Bank of New York, – Agreement. Section 5.25 Termination of Option Agreement. Prior to the Closing Date, the Amended and Restated Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, _____________ Bank of New York, – to the Second Amended and Restated Master Trust Agreement, dated as of December 10, 2002 (the "Master Trust Agreement"), between TMM and The Bank of New York, as Trustee, will have been terminated or amended, and the Master Trust Agreement and the Transaction Documents (as defined in the Master _____________ Bank of New York, – no outstanding option, warrant, right, subscription, call, legally binding commitment or other agreement or right of any kind entitling any Person (including The Bank of New York, as Trustee of the Trust) to acquire, or any other Encumbrance arising under such agreements on, any shares of capital stock of _____________ Bank of New York, – of GTFM to be cancelled or removed. Prior to the Closing Date, the Amended and Restated Put Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, _____________ dt 708330 ; Haynes and Boone Haynes and Boone ( Legal ) As referenced in this Acquisition Agreement: Haynes & Boone, – Disclosure Schedule Exhibit G-1. Form of Opinion Letter of Milbank, Tweed, Hadley & McCloy LLP Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C. Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal Exhibit H-2 Form of Opinion Letter of Jay _____________ Haynes & Boone, – e) KCS shall have received an opinion dated the Closing Date of Milbank, Tweed, Hadley & McCloy LLP, U.S. counsel to Sellers and Haynes & Boone, S.C., Mexican counsel to Sellers, in the form and as to the matters set forth on Exhibit G-1 and G- _____________ dt 726594 ; Milbank Tweed Milbank, Tweed, Hadley & McCloy ( Legal ) As referenced in this Acquisition Agreement: Milbank, Tweed – Officers of Surviving Company, GTFM and GTFM Subsidiaries and Merger Integration Committee Exhibit E Seller Disclosure Schedule Exhibit F KCS Disclosure Schedule Exhibit G-1. Form of Opinion Letter of Milbank, Tweed , Hadley & McCloy LLP Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C. Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal Exhibit H-2 _____________ Milbank, Tweed – been duly executed and delivered by or on behalf of each of Sellers as the case may be; (e) KCS shall have received an opinion dated the Closing Date of Milbank, Tweed , Hadley & McCloy LLP, U.S. counsel to Sellers and Haynes & Boone, S.C., Mexican counsel to Sellers, in the form and as to the matters set forth on Exhibit _____________ Milbank, Tweed – de la Cuspide, No. 4755 Colonia Parques del Pedregal 14010 Mexico, D.F. CT Corporation 1209 Orange Street Wilmington, Delaware 19801 With a copy (which shall not constitute notice) to: Milbank, Tweed , Hadley & McCloy LLP 601 South Figueroa Street, 30th Floor -49- {PAGE} Los Angeles, CA 90017 Attention: Thomas C. Janson, Esq. If to KCS or the Surviving Company: Kansas City _____________ dt 757523
Preview Full Doc	2004	Acquisition Agreement Acquisition Agreement (197K) Doc #358289: Click preview link for longer preview. ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S.A., a *sociedad anonima* organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. de C.V., a *sociedad anonima de capital variable* organized under the laws of the United Mexican States, and TMM MULTIMODAL, S.A. de C.V., a *sociedad anonima de capital variable* organized under the laws of the United Mexican States DATED AS OF APRIL 21, 2003 Table of Contents ARTICLE 1 STOCK PURCHASE 1 Section 1.1 Stock . . . 358289	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Acquisition Agreement: Sonnenschein Nath – McCloy LLP Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C. Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal Exhibit H-2 Form of Opinion Letter of Jay Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this " _____________ Sonnenschein Nath – the "Closing") shall, subject to the satisfaction or waiver of the conditions set forth in Article 8, take place at the offices of Sonnenschein Nath & Rosenthal, 1221 Avenue of the America, 24th Floor, New York, New York, on the second (2nd) Business Day after all of _____________ Sonnenschein Nath – of such agreements shall not become effective at the Effective Time; (e) TMM shall have received an opinion dated the Closing Date of Sonnenschein Nath & Rosenthal, counsel to KCS, and Jay Nadlman, Associate General Counsel to KCS, in the form and as to the matters set _____________ Sonnenschein Nath – City Southernel P.O. Box 219335 427 West 12th Street Kansas City, MO 64105 With a copy (which shall not constitute notice) to: Sonnenschein Nath & Rosenthal 4520 Main Street, Suite 1100 Kansas City, MO 64111 Attention: John F. Marvin, Esq. Any party hereto may from time _____________ dt 723448 ; Grupo TMM Grupo TMM, S.A. ( Railroads ) As referenced in this Acquisition Agreement: GRUPO TMM, S – 25 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.25 ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized under the _____________ GRUPO TMM, S – Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("TMM"), TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized _____________ Grupo TMM, S – express courier (with written confirmation) to the Parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to Sellers: Grupo TMM, S .A. Avenida de la Cuspide, No. 4755 Colonia Parques del Pedregal 14010 Mexico, D.F. CT Corporation 1209 Orange Street Wilmington, Delaware 19801 With a copy (which shall not _____________ GRUPO TMM, S – WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written. KANSAS CITY SOUTHERN By: Name: Title: KARA Sub, Inc. By: Name: Title: GRUPO TMM, S .A. By: Name: Title: By: Name: Title: TMM HOLDINGS, S.A. de C.V. By: Name: Title: By: Name: Title: TMM MULTIMODAL, S.A. de C.V. By: Name: _____________ dt 1334898 ; Kansas City Kansas City Southern ( Railroads ) As referenced in this Acquisition Agreement: KANSAS CITY SOUTHERN, – EX-10.25 33 a2127856zex-10_25.htm EXHIBIT 10.25 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.25 ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. _____________ KANSAS CITY SOUTHERN, – Letter of Sonnenschein Nath & Rosenthal Exhibit H-2 Form of Opinion Letter of Jay Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") (" _____________ Kansas City Southern – 1997 (as such agreements have been amended and extended from time to time); the Stock Purchase Agreement dated as of February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and _____________ Kansas City Southern – February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and KCS, dated March 8, 2002; provided that, if the Closing shall not have occurred prior to the Termination Date, or _____________ KANSAS CITY SOUTHERN – have under this Agreement. [Rest of page intentionally left blank] 45 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written. KANSAS CITY SOUTHERN By: Name: Title: KARA Sub, Inc. By: Name: Title: GRUPO TMM, S.A. By: Name: Title: By: Name: Title: TMM HOLDINGS, S.A. de C.V. By: Name: Title: _____________ dt 751315 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Acquisition Agreement: Bank of New York, – Agreement. Section 5.25 Termination of Option Agreement. Prior to the Closing Date, the Amended and Restated Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, _____________ Bank of New York, – to the Second Amended and Restated Master Trust Agreement, dated as of December 10, 2002 (the "Master Trust Agreement"), between TMM and The Bank of New York, as Trustee, will have been terminated or amended, and the Master Trust Agreement and the Transaction Documents (as defined in the Master _____________ Bank of New York, – no outstanding option, warrant, right, subscription, call, legally binding commitment or other agreement or right of any kind entitling any Person (including The Bank of New York, as Trustee of the Trust) to acquire, or any other Encumbrance arising under such agreements on, any shares of capital stock of _____________ Bank of New York, – of GTFM to be cancelled or removed. Prior to the Closing Date, the Amended and Restated Put Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, _____________ dt 708292 ; Milbank Tweed Milbank, Tweed, Hadley & McCloy ( Legal ) As referenced in this Acquisition Agreement: Milbank, Tweed – Officers of Surviving Company, GTFM and GTFM Subsidiaries and Merger Integration Committee Exhibit E Seller Disclosure Schedule Exhibit F KCS Disclosure Schedule Exhibit G-1 Form of Opinion Letter of Milbank, Tweed , Hadley & McCloy LLP Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C. Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal _____________ Milbank, Tweed – been duly executed and delivered by or on behalf of each of Sellers as the case may be; (e) KCS shall have received an opinion dated the Closing Date of Milbank, Tweed , Hadley & McCloy LLP, U.S. counsel to Sellers and Haynes & Boone, S.C., Mexican counsel to Sellers, in the form and as to the matters set forth _____________ Milbank, Tweed – de la Cuspide, No. 4755 Colonia Parques del Pedregal 14010 Mexico, D.F. CT Corporation 1209 Orange Street Wilmington, Delaware 19801 With a copy (which shall not constitute notice) to: Milbank, Tweed , Hadley & McCloy LLP 601 South Figueroa Street, 30th Floor Los Angeles, CA 90017 Attention: Thomas C. Janson, Esq. If to KCS or the Surviving Company: Kansas City Southernel _____________ dt 757539
Preview Full Doc	2003	Acquisition Agreement Acquisition Agreement (197K) Doc #358371: Click preview link for longer preview. ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S.A., a *sociedad anonima* organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. de C.V., a *sociedad anonima de capital variable* organized under the laws of the United Mexican States, and TMM MULTIMODAL, S.A. de C.V., a *sociedad anonima de capital variable* organized under the laws of the United Mexican States DATED AS OF APRIL 21, 2003 Table of Contents ARTICLE 1 STOCK PURCHASE 1 Section 1.1 Stock . . . 358371	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Acquisition Agreement: Sonnenschein Nath – McCloy LLP Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C. Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal Exhibit H-2 Form of Opinion Letter of Jay Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this " _____________ Sonnenschein Nath – the "Closing") shall, subject to the satisfaction or waiver of the conditions set forth in Article 8, take place at the offices of Sonnenschein Nath & Rosenthal, 1221 Avenue of the America, 24th Floor, New York, New York, on the second (2nd) Business Day after all of _____________ Sonnenschein Nath – of such agreements shall not become effective at the Effective Time; (e) TMM shall have received an opinion dated the Closing Date of Sonnenschein Nath & Rosenthal, counsel to KCS, and Jay Nadlman, Associate General Counsel to KCS, in the form and as to the matters set _____________ Sonnenschein Nath – City Southernel P.O. Box 219335 427 West 12th Street Kansas City, MO 64105 With a copy (which shall not constitute notice) to: Sonnenschein Nath & Rosenthal 4520 Main Street, Suite 1100 Kansas City, MO 64111 Attention: John F. Marvin, Esq. Any party hereto may from time _____________ dt 723458 ; Grupo TMM Grupo TMM, S.A. ( Railroads ) As referenced in this Acquisition Agreement: GRUPO TMM, S – 25 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.25 ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized under the _____________ GRUPO TMM, S – Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("TMM"), TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized _____________ Grupo TMM, S – express courier (with written confirmation) to the Parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to Sellers: Grupo TMM, S .A. Avenida de la Cuspide, No. 4755 Colonia Parques del Pedregal 14010 Mexico, D.F. CT Corporation 1209 Orange Street Wilmington, Delaware 19801 With a copy (which shall not _____________ GRUPO TMM, S – WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written. KANSAS CITY SOUTHERN By: Name: Title: KARA Sub, Inc. By: Name: Title: GRUPO TMM, S .A. By: Name: Title: By: Name: Title: TMM HOLDINGS, S.A. de C.V. By: Name: Title: By: Name: Title: TMM MULTIMODAL, S.A. de C.V. By: Name: _____________ dt 1334903 ; Kansas City Kansas City Southern ( Railroads ) As referenced in this Acquisition Agreement: KANSAS CITY SOUTHERN, – EX-10.25 9 a2106983zex-10_25.htm EXHIBIT 10.25 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.25 ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. _____________ KANSAS CITY SOUTHERN, – Letter of Sonnenschein Nath & Rosenthal Exhibit H-2 Form of Opinion Letter of Jay Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") (" _____________ Kansas City Southern – 1997 (as such agreements have been amended and extended from time to time); the Stock Purchase Agreement dated as of February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and _____________ Kansas City Southern – February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and KCS, dated March 8, 2002; provided that, if the Closing shall not have occurred prior to the Termination Date, or _____________ KANSAS CITY SOUTHERN – have under this Agreement. [Rest of page intentionally left blank] 45 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written. KANSAS CITY SOUTHERN By: Name: Title: KARA Sub, Inc. By: Name: Title: GRUPO TMM, S.A. By: Name: Title: By: Name: Title: TMM HOLDINGS, S.A. de C.V. By: Name: Title: _____________ dt 751354 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Acquisition Agreement: Bank of New York, – Agreement. Section 5.25 Termination of Option Agreement. Prior to the Closing Date, the Amended and Restated Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, _____________ Bank of New York, – to the Second Amended and Restated Master Trust Agreement, dated as of December 10, 2002 (the "Master Trust Agreement"), between TMM and The Bank of New York, as Trustee, will have been terminated or amended, and the Master Trust Agreement and the Transaction Documents (as defined in the Master _____________ Bank of New York, – no outstanding option, warrant, right, subscription, call, legally binding commitment or other agreement or right of any kind entitling any Person (including The Bank of New York, as Trustee of the Trust) to acquire, or any other Encumbrance arising under such agreements on, any shares of capital stock of _____________ Bank of New York, – of GTFM to be cancelled or removed. Prior to the Closing Date, the Amended and Restated Put Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, _____________ dt 708275 ; Milbank Tweed Milbank, Tweed, Hadley & McCloy ( Legal ) As referenced in this Acquisition Agreement: Milbank, Tweed – Officers of Surviving Company, GTFM and GTFM Subsidiaries and Merger Integration Committee Exhibit E Seller Disclosure Schedule Exhibit F KCS Disclosure Schedule Exhibit G-1 Form of Opinion Letter of Milbank, Tweed , Hadley & McCloy LLP Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C. Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal _____________ Milbank, Tweed – been duly executed and delivered by or on behalf of each of Sellers as the case may be; (e) KCS shall have received an opinion dated the Closing Date of Milbank, Tweed , Hadley & McCloy LLP, U.S. counsel to Sellers and Haynes & Boone, S.C., Mexican counsel to Sellers, in the form and as to the matters set forth _____________ Milbank, Tweed – de la Cuspide, No. 4755 Colonia Parques del Pedregal 14010 Mexico, D.F. CT Corporation 1209 Orange Street Wilmington, Delaware 19801 With a copy (which shall not constitute notice) to: Milbank, Tweed , Hadley & McCloy LLP 601 South Figueroa Street, 30th Floor Los Angeles, CA 90017 Attention: Thomas C. Janson, Esq. If to KCS or the Surviving Company: Kansas City Southernel _____________ dt 757545
Preview Full Doc	2003	Acquisition Agreement Acquisition Agreement (197K) Doc #358387: Click preview link for longer preview. ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S.A., a *sociedad anonima* organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. de C.V., a *sociedad anonima de capital variable* organized under the laws of the United Mexican States, and TMM MULTIMODAL, S.A. de C.V., a *sociedad anonima de capital variable* organized under the laws of the United Mexican States DATED AS OF APRIL 21, 2003 Table of Contents ARTICLE 1 STOCK PURCHASE 1 Section 1.1 Stock . . . 358387	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Acquisition Agreement: Sonnenschein Nath – McCloy LLP Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C. Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal Exhibit H-2 Form of Opinion Letter of Jay Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this " _____________ Sonnenschein Nath – the "Closing") shall, subject to the satisfaction or waiver of the conditions set forth in Article 8, take place at the offices of Sonnenschein Nath & Rosenthal, 1221 Avenue of the America, 24th Floor, New York, New York, on the second (2nd) Business Day after all of _____________ Sonnenschein Nath – of such agreements shall not become effective at the Effective Time; (e) TMM shall have received an opinion dated the Closing Date of Sonnenschein Nath & Rosenthal, counsel to KCS, and Jay Nadlman, Associate General Counsel to KCS, in the form and as to the matters set _____________ Sonnenschein Nath – City Southernel P.O. Box 219335 427 West 12th Street Kansas City, MO 64105 With a copy (which shall not constitute notice) to: Sonnenschein Nath & Rosenthal 4520 Main Street, Suite 1100 Kansas City, MO 64111 Attention: John F. Marvin, Esq. Any party hereto may from time _____________ dt 723468 ; Grupo TMM Grupo TMM, S.A. ( Railroads ) As referenced in this Acquisition Agreement: GRUPO TMM, S – 25 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.25 ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized under the _____________ GRUPO TMM, S – Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("TMM"), TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized _____________ Grupo TMM, S – express courier (with written confirmation) to the Parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to Sellers: Grupo TMM, S .A. Avenida de la Cuspide, No. 4755 Colonia Parques del Pedregal 14010 Mexico, D.F. CT Corporation 1209 Orange Street Wilmington, Delaware 19801 With a copy (which shall not _____________ GRUPO TMM, S – WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written. KANSAS CITY SOUTHERN By: Name: Title: KARA Sub, Inc. By: Name: Title: GRUPO TMM, S .A. By: Name: Title: By: Name: Title: TMM HOLDINGS, S.A. de C.V. By: Name: Title: By: Name: Title: TMM MULTIMODAL, S.A. de C.V. By: Name: _____________ dt 1334906 ; Kansas City Kansas City Southern ( Railroads ) As referenced in this Acquisition Agreement: KANSAS CITY SOUTHERN, – EX-10.25 8 a2106983zex-10_25.htm EXHIBIT 10.25 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.25 ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. _____________ KANSAS CITY SOUTHERN, – Letter of Sonnenschein Nath & Rosenthal Exhibit H-2 Form of Opinion Letter of Jay Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") (" _____________ Kansas City Southern – 1997 (as such agreements have been amended and extended from time to time); the Stock Purchase Agreement dated as of February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and _____________ Kansas City Southern – February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and KCS, dated March 8, 2002; provided that, if the Closing shall not have occurred prior to the Termination Date, or _____________ KANSAS CITY SOUTHERN – have under this Agreement. [Rest of page intentionally left blank] 45 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written. KANSAS CITY SOUTHERN By: Name: Title: KARA Sub, Inc. By: Name: Title: GRUPO TMM, S.A. By: Name: Title: By: Name: Title: TMM HOLDINGS, S.A. de C.V. By: Name: Title: _____________ dt 751362 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Acquisition Agreement: Bank of New York, – Agreement. Section 5.25 Termination of Option Agreement. Prior to the Closing Date, the Amended and Restated Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, _____________ Bank of New York, – to the Second Amended and Restated Master Trust Agreement, dated as of December 10, 2002 (the "Master Trust Agreement"), between TMM and The Bank of New York, as Trustee, will have been terminated or amended, and the Master Trust Agreement and the Transaction Documents (as defined in the Master _____________ Bank of New York, – no outstanding option, warrant, right, subscription, call, legally binding commitment or other agreement or right of any kind entitling any Person (including The Bank of New York, as Trustee of the Trust) to acquire, or any other Encumbrance arising under such agreements on, any shares of capital stock of _____________ Bank of New York, – of GTFM to be cancelled or removed. Prior to the Closing Date, the Amended and Restated Put Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, _____________ dt 708267 ; Milbank Tweed Milbank, Tweed, Hadley & McCloy ( Legal ) As referenced in this Acquisition Agreement: Milbank, Tweed – Officers of Surviving Company, GTFM and GTFM Subsidiaries and Merger Integration Committee Exhibit E Seller Disclosure Schedule Exhibit F KCS Disclosure Schedule Exhibit G-1 Form of Opinion Letter of Milbank, Tweed , Hadley & McCloy LLP Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C. Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal _____________ Milbank, Tweed – been duly executed and delivered by or on behalf of each of Sellers as the case may be; (e) KCS shall have received an opinion dated the Closing Date of Milbank, Tweed , Hadley & McCloy LLP, U.S. counsel to Sellers and Haynes & Boone, S.C., Mexican counsel to Sellers, in the form and as to the matters set forth _____________ Milbank, Tweed – de la Cuspide, No. 4755 Colonia Parques del Pedregal 14010 Mexico, D.F. CT Corporation 1209 Orange Street Wilmington, Delaware 19801 With a copy (which shall not constitute notice) to: Milbank, Tweed , Hadley & McCloy LLP 601 South Figueroa Street, 30th Floor Los Angeles, CA 90017 Attention: Thomas C. Janson, Esq. If to KCS or the Surviving Company: Kansas City Southernel _____________ dt 757550
Preview Full Doc	2004	Acquisition Agreement Acquisition Agreement (161K) Doc #1150710: Click preview link for longer preview. ACQUISITION AGREEMENT dated as of December 15, 2004 by and among @ROAD, INC., VIDUS LIMITED and NV PARTNERS III-BT LP TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE OF COMPANY PREFERRED STOCK; REPAYMENT OF LOAN 3 SECTION 1.1 Purchase of Company Preferred Stock 3 SECTION 1.2 Balance Sheet Adjustment 3 SECTION 1.3 Actions at the Closing 6 SECTION 1. . . . 1150710	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Acquisition Agreement: Sonnenschein Nath – Deed of Warranty and Indemnity Exhibit E Shareholder Resolutions Exhibit F-1 Subject Matter of Opinion of Faegre Benson Hobson Audley LLP Exhibit F-2 Subject Matter of Opinion of Sonnenschein Nath & Rosenthal LLP Exhibit G Amendment to the Rules of the Company Share Option Scheme Exhibit H Certificate of Designation Exhibit I Escrow Agreement Exhibit J Operating Plan iii _____________ Sonnenschein Nath – the Closing Date of Faegre Benson Hobson Audley LLP as to the matters in the form attached hereto as Exhibit F-1 and an opinion dated the Closing Date of Sonnenschein Nath and Rosenthal LLP as to the matters in the form attached hereto as Exhibit F-2; and (vii) reach a mutually agreeable resolution with Rogere Capital Limited with respect _____________ Sonnenschein Nath – Hill, NJ 07974 USA Facsimile: (908) 464-8131 Telephone: (908) 464-0900 Attn: Dror Futter and, in the case of notice to either the Company or NVP, a copy to: Sonnenschein Nath & Rosenthal LLP 1221 Avenue of the Americas New York, NY 10020 USA Facsimile: (212) 768-6800 Telephone: (212) 768-6700 Attn: Michael Flynn 35 or such other address _____________ dt 1365874 ; At Road At Road, Inc. ( Computer Services ) ;	Heller Ehrman Heller Ehrman White & McAuliffe ( Legal ) As referenced in this Acquisition Agreement: Heller Ehrman – Officer with a copy to: @Road, Inc. 47200 Bayside Parkway Fremont, CA 94538 USA Facsimile: (510) 445-0498 Telephone: (510) 870-1273 Attn: General Counsel and with a copy to: Heller Ehrman White &McAuliffe LP 275 Middlefield Road Menlo Park, CA 94025 USA Facsimile: (650) 324-0638 Telephone: (650) 324-7000 Attn: Steven J. Tonsfeldt 34 if to the Company, _____________ dt 1423330
Preview Full Doc	2004	Acquisition Agreement Acquisition Agreement (198K) Doc #1821188: Click preview link for longer preview. ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S.A., a *sociedad anonima* organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. de C.V., a *sociedad anonima de capital variable* organized under the laws of the United Mexican States, and TMM MULTIMODAL, S.A. de C.V., a *sociedad anonima de capital variable* organized under the laws of the United Mexican States DATED AS OF APRIL 21, 2003 Table of Contents ARTICLE 1 STOCK PURCHASE 1 Section 1.1 Stock . . . 1821188	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Acquisition Agreement: Sonnenschein Nath – Opinion Letter of Milbank, Tweed, Hadley & McCloy LLP Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C. Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal Exhibit H-2 Form of Opinion Letter of Jay Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, _____________ Sonnenschein Nath – of the transactions contemplated by this Agreement (the "Closing") shall, subject to the satisfaction or waiver of the conditions set forth in Article 8, take place at the offices of Sonnenschein Nath & Rosenthal, 1221 Avenue of the America, 24th Floor, New York, New York, on the second (2nd) Business Day after all of the conditions set forth in Article 8 _____________ Sonnenschein Nath – no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time; (e) TMM shall have received an opinion dated the Closing Date of Sonnenschein Nath & Rosenthal, counsel to KCS, and Jay Nadlman, Associate General Counsel to KCS, in the form and as to the matters set forth on Exhibit H-1 and H- _____________ Sonnenschein Nath – to KCS or the Surviving Company: Kansas City Southernel P.O. Box 219335 427 West 12th Street Kansas City, MO 64105 With a copy (which shall not constitute notice) to: Sonnenschein Nath & Rosenthal 4520 Main Street, Suite 1100 Kansas City, MO 64111 Attention: John F. Marvin, Esq. Any party hereto may from time to time change its address for notices _____________ dt 1573814 ; Grupo TMM Grupo TMM, S.A. ( Railroads ) As referenced in this Acquisition Agreement: GRUPO TMM, S – 25 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.25 ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized under the _____________ GRUPO TMM, S – Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("TMM"), TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized _____________ Grupo TMM, S – express courier (with written confirmation) to the Parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to Sellers: Grupo TMM, S .A. Avenida de la Cuspide, No. 4755 Colonia Parques del Pedregal 14010 Mexico, D.F. CT Corporation 1209 Orange Street Wilmington, Delaware 19801 With a copy (which shall not _____________ GRUPO TMM, S – WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written. KANSAS CITY SOUTHERN By: Name: Title: KARA Sub, Inc. By: Name: Title: GRUPO TMM, S .A. By: Name: Title: By: Name: Title: TMM HOLDINGS, S.A. de C.V. By: Name: Title: By: Name: Title: TMM MULTIMODAL, S.A. de C.V. By: Name: _____________ dt 1563571 ; Kansas City Kansas City Southern ( Railroads ) As referenced in this Acquisition Agreement: KANSAS CITY SOUTHERN, – EX-10.25 33 a2127856zex-10_25.htm EXHIBIT 10.25 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.25 ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. _____________ KANSAS CITY SOUTHERN, – Letter of Sonnenschein Nath & Rosenthal Exhibit H-2 Form of Opinion Letter of Jay Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") (" _____________ Kansas City Southern – 1997 (as such agreements have been amended and extended from time to time); the Stock Purchase Agreement dated as of February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and _____________ Kansas City Southern – February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and KCS, dated March 8, 2002; provided that, if the Closing shall not have occurred prior to the Termination Date, or _____________ KANSAS CITY SOUTHERN – have under this Agreement. [Rest of page intentionally left blank] 45 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written. KANSAS CITY SOUTHERN By: Name: Title: KARA Sub, Inc. By: Name: Title: GRUPO TMM, S.A. By: Name: Title: By: Name: Title: TMM HOLDINGS, S.A. de C.V. By: Name: Title: _____________ dt 1573542 ;	TMM Logistics Sa de Cv TMM Logistics Sa de Cv ; BNY Bank of New York ( Money Center Banks ) As referenced in this Acquisition Agreement: Bank of New York, – business day preceding the date of this Agreement. Section 5.25 Termination of Option Agreement. Prior to the Closing Date, the Amended and Restated Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002 (the "Option Agreement"), entered into in _____________ Bank of New York, – Trust 2000-A (the "Trust") formed pursuant to the Second Amended and Restated Master Trust Agreement, dated as of December 10, 2002 (the "Master Trust Agreement"), between TMM and The Bank of New York, as Trustee, will have been terminated or amended, and the Master Trust Agreement and the Transaction Documents (as defined in the Master Trust Agreement) shall have been terminated or _____________ Bank of New York, – the Closing Date (i) there shall be no outstanding option, warrant, right, subscription, call, legally binding commitment or other agreement or right of any kind entitling any Person (including The Bank of New York, as Trustee of the Trust) to acquire, or any other Encumbrance arising under such agreements on, any shares of capital stock of GTFM and (ii) the provision in Section _____________ Bank of New York, – be placed in the Stockholders Registry Book of GTFM to be cancelled or removed. Prior to the Closing Date, the Amended and Restated Put Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002, entered into in connection with the _____________ dt 1591794 ; Milbank Tweed Milbank, Tweed, Hadley & McCloy ( Legal ) As referenced in this Acquisition Agreement: Milbank, Tweed – Officers of Surviving Company, GTFM and GTFM Subsidiaries and Merger Integration Committee Exhibit E Seller Disclosure Schedule Exhibit F KCS Disclosure Schedule Exhibit G-1 Form of Opinion Letter of Milbank, Tweed , Hadley & McCloy LLP Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C. Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal _____________ Milbank, Tweed – been duly executed and delivered by or on behalf of each of Sellers as the case may be; (e) KCS shall have received an opinion dated the Closing Date of Milbank, Tweed , Hadley & McCloy LLP, U.S. counsel to Sellers and Haynes & Boone, S.C., Mexican counsel to Sellers, in the form and as to the matters set forth _____________ Milbank, Tweed – de la Cuspide, No. 4755 Colonia Parques del Pedregal 14010 Mexico, D.F. CT Corporation 1209 Orange Street Wilmington, Delaware 19801 With a copy (which shall not constitute notice) to: Milbank, Tweed , Hadley & McCloy LLP 601 South Figueroa Street, 30th Floor Los Angeles, CA 90017 Attention: Thomas C. Janson, Esq. If to KCS or the Surviving Company: Kansas City Southernel _____________ dt 1617724
Preview Full Doc	2004	Acquisition Agreement Acquisition Agreement (198K) Doc #1821404: Click preview link for longer preview. ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S.A., a *sociedad anonima* organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. de C.V., a *sociedad anonima de capital variable* organized under the laws of the United Mexican States, and TMM MULTIMODAL, S.A. de C.V., a *sociedad anonima de capital variable* organized under the laws of the United Mexican States DATED AS OF APRIL 21, 2003 Table of Contents ARTICLE 1 STOCK PURCHASE 1 Section 1.1 Stock . . . 1821404	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Acquisition Agreement: Sonnenschein Nath – Opinion Letter of Milbank, Tweed, Hadley & McCloy LLP Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C. Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal Exhibit H-2 Form of Opinion Letter of Jay Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, _____________ Sonnenschein Nath – of the transactions contemplated by this Agreement (the "Closing") shall, subject to the satisfaction or waiver of the conditions set forth in Article 8, take place at the offices of Sonnenschein Nath & Rosenthal, 1221 Avenue of the America, 24th Floor, New York, New York, on the second (2nd) Business Day after all of the conditions set forth in Article 8 _____________ Sonnenschein Nath – no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time; (e) TMM shall have received an opinion dated the Closing Date of Sonnenschein Nath & Rosenthal, counsel to KCS, and Jay Nadlman, Associate General Counsel to KCS, in the form and as to the matters set forth on Exhibit H-1 and H- _____________ Sonnenschein Nath – to KCS or the Surviving Company: Kansas City Southernel P.O. Box 219335 427 West 12th Street Kansas City, MO 64105 With a copy (which shall not constitute notice) to: Sonnenschein Nath & Rosenthal 4520 Main Street, Suite 1100 Kansas City, MO 64111 Attention: John F. Marvin, Esq. Any party hereto may from time to time change its address for notices _____________ dt 1573815 ; Grupo TMM Grupo TMM, S.A. ( Railroads ) As referenced in this Acquisition Agreement: GRUPO TMM, S – 25 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.25 ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized under the _____________ GRUPO TMM, S – Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("TMM"), TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized _____________ Grupo TMM, S – express courier (with written confirmation) to the Parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to Sellers: Grupo TMM, S .A. Avenida de la Cuspide, No. 4755 Colonia Parques del Pedregal 14010 Mexico, D.F. CT Corporation 1209 Orange Street Wilmington, Delaware 19801 With a copy (which shall not _____________ GRUPO TMM, S – WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written. KANSAS CITY SOUTHERN By: Name: Title: KARA Sub, Inc. By: Name: Title: GRUPO TMM, S .A. By: Name: Title: By: Name: Title: TMM HOLDINGS, S.A. de C.V. By: Name: Title: By: Name: Title: TMM MULTIMODAL, S.A. de C.V. By: Name: _____________ dt 1563573 ; Kansas City Kansas City Southern ( Railroads ) As referenced in this Acquisition Agreement: KANSAS CITY SOUTHERN, – EX-10.25 33 a2127856zex-10_25.htm EXHIBIT 10.25 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.25 ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. _____________ KANSAS CITY SOUTHERN, – Letter of Sonnenschein Nath & Rosenthal Exhibit H-2 Form of Opinion Letter of Jay Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") (" _____________ Kansas City Southern – 1997 (as such agreements have been amended and extended from time to time); the Stock Purchase Agreement dated as of February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and _____________ Kansas City Southern – February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and KCS, dated March 8, 2002; provided that, if the Closing shall not have occurred prior to the Termination Date, or _____________ KANSAS CITY SOUTHERN – have under this Agreement. [Rest of page intentionally left blank] 45 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written. KANSAS CITY SOUTHERN By: Name: Title: KARA Sub, Inc. By: Name: Title: GRUPO TMM, S.A. By: Name: Title: By: Name: Title: TMM HOLDINGS, S.A. de C.V. By: Name: Title: _____________ dt 1573543 ;	TMM Agencias Sa de Cv TMM Agencias Sa de Cv ; BNY Bank of New York ( Money Center Banks ) As referenced in this Acquisition Agreement: Bank of New York, – business day preceding the date of this Agreement. Section 5.25 Termination of Option Agreement. Prior to the Closing Date, the Amended and Restated Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002 (the "Option Agreement"), entered into in _____________ Bank of New York, – Trust 2000-A (the "Trust") formed pursuant to the Second Amended and Restated Master Trust Agreement, dated as of December 10, 2002 (the "Master Trust Agreement"), between TMM and The Bank of New York, as Trustee, will have been terminated or amended, and the Master Trust Agreement and the Transaction Documents (as defined in the Master Trust Agreement) shall have been terminated or _____________ Bank of New York, – the Closing Date (i) there shall be no outstanding option, warrant, right, subscription, call, legally binding commitment or other agreement or right of any kind entitling any Person (including The Bank of New York, as Trustee of the Trust) to acquire, or any other Encumbrance arising under such agreements on, any shares of capital stock of GTFM and (ii) the provision in Section _____________ Bank of New York, – be placed in the Stockholders Registry Book of GTFM to be cancelled or removed. Prior to the Closing Date, the Amended and Restated Put Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002, entered into in connection with the _____________ dt 1591798 ; Milbank Tweed Milbank, Tweed, Hadley & McCloy ( Legal ) As referenced in this Acquisition Agreement: Milbank, Tweed – Officers of Surviving Company, GTFM and GTFM Subsidiaries and Merger Integration Committee Exhibit E Seller Disclosure Schedule Exhibit F KCS Disclosure Schedule Exhibit G-1 Form of Opinion Letter of Milbank, Tweed , Hadley & McCloy LLP Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C. Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal _____________ Milbank, Tweed – been duly executed and delivered by or on behalf of each of Sellers as the case may be; (e) KCS shall have received an opinion dated the Closing Date of Milbank, Tweed , Hadley & McCloy LLP, U.S. counsel to Sellers and Haynes & Boone, S.C., Mexican counsel to Sellers, in the form and as to the matters set forth _____________ Milbank, Tweed – de la Cuspide, No. 4755 Colonia Parques del Pedregal 14010 Mexico, D.F. CT Corporation 1209 Orange Street Wilmington, Delaware 19801 With a copy (which shall not constitute notice) to: Milbank, Tweed , Hadley & McCloy LLP 601 South Figueroa Street, 30th Floor Los Angeles, CA 90017 Attention: Thomas C. Janson, Esq. If to KCS or the Surviving Company: Kansas City Southernel _____________ dt 1617727
Preview Full Doc	2004	Acquisition Agreement Acquisition Agreement (198K) Doc #1822106: Click preview link for longer preview. ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S.A., a *sociedad anonima* organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. de C.V., a *sociedad anonima de capital variable* organized under the laws of the United Mexican States, and TMM MULTIMODAL, S.A. de C.V., a *sociedad anonima de capital variable* organized under the laws of the United Mexican States DATED AS OF APRIL 21, 2003 Table of Contents ARTICLE 1 STOCK PURCHASE 1 Section 1.1 Stock . . . 1822106	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Acquisition Agreement: Sonnenschein Nath – Opinion Letter of Milbank, Tweed, Hadley & McCloy LLP Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C. Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal Exhibit H-2 Form of Opinion Letter of Jay Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, _____________ Sonnenschein Nath – of the transactions contemplated by this Agreement (the "Closing") shall, subject to the satisfaction or waiver of the conditions set forth in Article 8, take place at the offices of Sonnenschein Nath & Rosenthal, 1221 Avenue of the America, 24th Floor, New York, New York, on the second (2nd) Business Day after all of the conditions set forth in Article 8 _____________ Sonnenschein Nath – no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time; (e) TMM shall have received an opinion dated the Closing Date of Sonnenschein Nath & Rosenthal, counsel to KCS, and Jay Nadlman, Associate General Counsel to KCS, in the form and as to the matters set forth on Exhibit H-1 and H- _____________ Sonnenschein Nath – to KCS or the Surviving Company: Kansas City Southernel P.O. Box 219335 427 West 12th Street Kansas City, MO 64105 With a copy (which shall not constitute notice) to: Sonnenschein Nath & Rosenthal 4520 Main Street, Suite 1100 Kansas City, MO 64111 Attention: John F. Marvin, Esq. Any party hereto may from time to time change its address for notices _____________ dt 1573816 ; Grupo TMM Grupo TMM, S.A. ( Railroads ) As referenced in this Acquisition Agreement: GRUPO TMM, S – 25 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.25 ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized under the _____________ GRUPO TMM, S – Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("TMM"), TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized _____________ Grupo TMM, S – express courier (with written confirmation) to the Parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to Sellers: Grupo TMM, S .A. Avenida de la Cuspide, No. 4755 Colonia Parques del Pedregal 14010 Mexico, D.F. CT Corporation 1209 Orange Street Wilmington, Delaware 19801 With a copy (which shall not _____________ GRUPO TMM, S – WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written. KANSAS CITY SOUTHERN By: Name: Title: KARA Sub, Inc. By: Name: Title: GRUPO TMM, S .A. By: Name: Title: By: Name: Title: TMM HOLDINGS, S.A. de C.V. By: Name: Title: By: Name: Title: TMM MULTIMODAL, S.A. de C.V. By: Name: _____________ dt 1563575 ; Kansas City Kansas City Southern ( Railroads ) As referenced in this Acquisition Agreement: KANSAS CITY SOUTHERN, – EX-10.25 33 a2127856zex-10_25.htm EXHIBIT 10.25 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.25 ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. _____________ KANSAS CITY SOUTHERN, – Letter of Sonnenschein Nath & Rosenthal Exhibit H-2 Form of Opinion Letter of Jay Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") (" _____________ Kansas City Southern – 1997 (as such agreements have been amended and extended from time to time); the Stock Purchase Agreement dated as of February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and _____________ Kansas City Southern – February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and KCS, dated March 8, 2002; provided that, if the Closing shall not have occurred prior to the Termination Date, or _____________ KANSAS CITY SOUTHERN – have under this Agreement. [Rest of page intentionally left blank] 45 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written. KANSAS CITY SOUTHERN By: Name: Title: KARA Sub, Inc. By: Name: Title: GRUPO TMM, S.A. By: Name: Title: By: Name: Title: TMM HOLDINGS, S.A. de C.V. By: Name: Title: _____________ dt 1573544 ;	TMG Overseas TMG Overseas Sa ; BNY Bank of New York ( Money Center Banks ) As referenced in this Acquisition Agreement: Bank of New York, – business day preceding the date of this Agreement. Section 5.25 Termination of Option Agreement. Prior to the Closing Date, the Amended and Restated Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002 (the "Option Agreement"), entered into in _____________ Bank of New York, – Trust 2000-A (the "Trust") formed pursuant to the Second Amended and Restated Master Trust Agreement, dated as of December 10, 2002 (the "Master Trust Agreement"), between TMM and The Bank of New York, as Trustee, will have been terminated or amended, and the Master Trust Agreement and the Transaction Documents (as defined in the Master Trust Agreement) shall have been terminated or _____________ Bank of New York, – the Closing Date (i) there shall be no outstanding option, warrant, right, subscription, call, legally binding commitment or other agreement or right of any kind entitling any Person (including The Bank of New York, as Trustee of the Trust) to acquire, or any other Encumbrance arising under such agreements on, any shares of capital stock of GTFM and (ii) the provision in Section _____________ Bank of New York, – be placed in the Stockholders Registry Book of GTFM to be cancelled or removed. Prior to the Closing Date, the Amended and Restated Put Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002, entered into in connection with the _____________ dt 1591805 ; Milbank Tweed Milbank, Tweed, Hadley & McCloy ( Legal ) As referenced in this Acquisition Agreement: Milbank, Tweed – Officers of Surviving Company, GTFM and GTFM Subsidiaries and Merger Integration Committee Exhibit E Seller Disclosure Schedule Exhibit F KCS Disclosure Schedule Exhibit G-1 Form of Opinion Letter of Milbank, Tweed , Hadley & McCloy LLP Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C. Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal _____________ Milbank, Tweed – been duly executed and delivered by or on behalf of each of Sellers as the case may be; (e) KCS shall have received an opinion dated the Closing Date of Milbank, Tweed , Hadley & McCloy LLP, U.S. counsel to Sellers and Haynes & Boone, S.C., Mexican counsel to Sellers, in the form and as to the matters set forth _____________ Milbank, Tweed – de la Cuspide, No. 4755 Colonia Parques del Pedregal 14010 Mexico, D.F. CT Corporation 1209 Orange Street Wilmington, Delaware 19801 With a copy (which shall not constitute notice) to: Milbank, Tweed , Hadley & McCloy LLP 601 South Figueroa Street, 30th Floor Los Angeles, CA 90017 Attention: Thomas C. Janson, Esq. If to KCS or the Surviving Company: Kansas City Southernel _____________ dt 1617730
Preview Full Doc	2004	Acquisition Agreement Acquisition Agreement (198K) Doc #1832672: Click preview link for longer preview. ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S.A., a *sociedad anonima* organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. de C.V., a *sociedad anonima de capital variable* organized under the laws of the United Mexican States, and TMM MULTIMODAL, S.A. de C.V., a *sociedad anonima de capital variable* organized under the laws of the United Mexican States DATED AS OF APRIL 21, 2003 Table of Contents ARTICLE 1 STOCK PURCHASE 1 Section 1.1 Stock . . . 1832672	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Acquisition Agreement: Sonnenschein Nath – Opinion Letter of Milbank, Tweed, Hadley & McCloy LLP Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C. Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal Exhibit H-2 Form of Opinion Letter of Jay Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, _____________ Sonnenschein Nath – of the transactions contemplated by this Agreement (the "Closing") shall, subject to the satisfaction or waiver of the conditions set forth in Article 8, take place at the offices of Sonnenschein Nath & Rosenthal, 1221 Avenue of the America, 24th Floor, New York, New York, on the second (2nd) Business Day after all of the conditions set forth in Article 8 _____________ Sonnenschein Nath – no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time; (e) TMM shall have received an opinion dated the Closing Date of Sonnenschein Nath & Rosenthal, counsel to KCS, and Jay Nadlman, Associate General Counsel to KCS, in the form and as to the matters set forth on Exhibit H-1 and H- _____________ Sonnenschein Nath – to KCS or the Surviving Company: Kansas City Southernel P.O. Box 219335 427 West 12th Street Kansas City, MO 64105 With a copy (which shall not constitute notice) to: Sonnenschein Nath & Rosenthal 4520 Main Street, Suite 1100 Kansas City, MO 64111 Attention: John F. Marvin, Esq. Any party hereto may from time to time change its address for notices _____________ dt 1573817 ; Grupo TMM Grupo TMM, S.A. ( Railroads ) As referenced in this Acquisition Agreement: GRUPO TMM, S – 25 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.25 ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized under the _____________ GRUPO TMM, S – Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("TMM"), TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized _____________ Grupo TMM, S – express courier (with written confirmation) to the Parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to Sellers: Grupo TMM, S .A. Avenida de la Cuspide, No. 4755 Colonia Parques del Pedregal 14010 Mexico, D.F. CT Corporation 1209 Orange Street Wilmington, Delaware 19801 With a copy (which shall not _____________ GRUPO TMM, S – WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written. KANSAS CITY SOUTHERN By: Name: Title: KARA Sub, Inc. By: Name: Title: GRUPO TMM, S .A. By: Name: Title: By: Name: Title: TMM HOLDINGS, S.A. de C.V. By: Name: Title: By: Name: Title: TMM MULTIMODAL, S.A. de C.V. By: Name: _____________ dt 1563577 ; Kansas City Kansas City Southern ( Railroads ) As referenced in this Acquisition Agreement: KANSAS CITY SOUTHERN, – EX-10.25 33 a2127856zex-10_25.htm EXHIBIT 10.25 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.25 ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. _____________ KANSAS CITY SOUTHERN, – Letter of Sonnenschein Nath & Rosenthal Exhibit H-2 Form of Opinion Letter of Jay Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") (" _____________ Kansas City Southern – 1997 (as such agreements have been amended and extended from time to time); the Stock Purchase Agreement dated as of February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and _____________ Kansas City Southern – February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and KCS, dated March 8, 2002; provided that, if the Closing shall not have occurred prior to the Termination Date, or _____________ KANSAS CITY SOUTHERN – have under this Agreement. [Rest of page intentionally left blank] 45 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written. KANSAS CITY SOUTHERN By: Name: Title: KARA Sub, Inc. By: Name: Title: GRUPO TMM, S.A. By: Name: Title: By: Name: Title: TMM HOLDINGS, S.A. de C.V. By: Name: Title: _____________ dt 1573545 ;	TMM Holdings Sa de Cv TMM Holdings Sa de Cv ; BNY Bank of New York ( Money Center Banks ) As referenced in this Acquisition Agreement: Bank of New York, – business day preceding the date of this Agreement. Section 5.25 Termination of Option Agreement. Prior to the Closing Date, the Amended and Restated Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002 (the "Option Agreement"), entered into in _____________ Bank of New York, – Trust 2000-A (the "Trust") formed pursuant to the Second Amended and Restated Master Trust Agreement, dated as of December 10, 2002 (the "Master Trust Agreement"), between TMM and The Bank of New York, as Trustee, will have been terminated or amended, and the Master Trust Agreement and the Transaction Documents (as defined in the Master Trust Agreement) shall have been terminated or _____________ Bank of New York, – the Closing Date (i) there shall be no outstanding option, warrant, right, subscription, call, legally binding commitment or other agreement or right of any kind entitling any Person (including The Bank of New York, as Trustee of the Trust) to acquire, or any other Encumbrance arising under such agreements on, any shares of capital stock of GTFM and (ii) the provision in Section _____________ Bank of New York, – be placed in the Stockholders Registry Book of GTFM to be cancelled or removed. Prior to the Closing Date, the Amended and Restated Put Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002, entered into in connection with the _____________ dt 1591856 ; Milbank Tweed Milbank, Tweed, Hadley & McCloy ( Legal ) As referenced in this Acquisition Agreement: Milbank, Tweed – Officers of Surviving Company, GTFM and GTFM Subsidiaries and Merger Integration Committee Exhibit E Seller Disclosure Schedule Exhibit F KCS Disclosure Schedule Exhibit G-1 Form of Opinion Letter of Milbank, Tweed , Hadley & McCloy LLP Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C. Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal _____________ Milbank, Tweed – been duly executed and delivered by or on behalf of each of Sellers as the case may be; (e) KCS shall have received an opinion dated the Closing Date of Milbank, Tweed , Hadley & McCloy LLP, U.S. counsel to Sellers and Haynes & Boone, S.C., Mexican counsel to Sellers, in the form and as to the matters set forth _____________ Milbank, Tweed – de la Cuspide, No. 4755 Colonia Parques del Pedregal 14010 Mexico, D.F. CT Corporation 1209 Orange Street Wilmington, Delaware 19801 With a copy (which shall not constitute notice) to: Milbank, Tweed , Hadley & McCloy LLP 601 South Figueroa Street, 30th Floor Los Angeles, CA 90017 Attention: Thomas C. Janson, Esq. If to KCS or the Surviving Company: Kansas City Southernel _____________ dt 1617733
Preview Full Doc	2004	Acquisition Agreement Acquisition Agreement (198K) Doc #1942895: Click preview link for longer preview. ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S.A., a *sociedad anonima* organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. de C.V., a *sociedad anonima de capital variable* organized under the laws of the United Mexican States, and TMM MULTIMODAL, S.A. de C.V., a *sociedad anonima de capital variable* organized under the laws of the United Mexican States DATED AS OF APRIL 21, 2003 Table of Contents ARTICLE 1 STOCK PURCHASE 1 Section 1.1 Stock . . . 1942895	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Acquisition Agreement: Sonnenschein Nath – Opinion Letter of Milbank, Tweed, Hadley & McCloy LLP Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C. Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal Exhibit H-2 Form of Opinion Letter of Jay Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, _____________ Sonnenschein Nath – of the transactions contemplated by this Agreement (the "Closing") shall, subject to the satisfaction or waiver of the conditions set forth in Article 8, take place at the offices of Sonnenschein Nath & Rosenthal, 1221 Avenue of the America, 24th Floor, New York, New York, on the second (2nd) Business Day after all of the conditions set forth in Article 8 _____________ Sonnenschein Nath – no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time; (e) TMM shall have received an opinion dated the Closing Date of Sonnenschein Nath & Rosenthal, counsel to KCS, and Jay Nadlman, Associate General Counsel to KCS, in the form and as to the matters set forth on Exhibit H-1 and H- _____________ Sonnenschein Nath – to KCS or the Surviving Company: Kansas City Southernel P.O. Box 219335 427 West 12th Street Kansas City, MO 64105 With a copy (which shall not constitute notice) to: Sonnenschein Nath & Rosenthal 4520 Main Street, Suite 1100 Kansas City, MO 64111 Attention: John F. Marvin, Esq. Any party hereto may from time to time change its address for notices _____________ dt 1573818 ; Grupo TMM Grupo TMM, S.A. ( Railroads ) As referenced in this Acquisition Agreement: GRUPO TMM, S – 25 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.25 ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized under the _____________ GRUPO TMM, S – Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("TMM"), TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized _____________ Grupo TMM, S – express courier (with written confirmation) to the Parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to Sellers: Grupo TMM, S .A. Avenida de la Cuspide, No. 4755 Colonia Parques del Pedregal 14010 Mexico, D.F. CT Corporation 1209 Orange Street Wilmington, Delaware 19801 With a copy (which shall not _____________ GRUPO TMM, S – WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written. KANSAS CITY SOUTHERN By: Name: Title: KARA Sub, Inc. By: Name: Title: GRUPO TMM, S .A. By: Name: Title: By: Name: Title: TMM HOLDINGS, S.A. de C.V. By: Name: Title: By: Name: Title: TMM MULTIMODAL, S.A. de C.V. By: Name: _____________ dt 1563579 ; Kansas City Kansas City Southern ( Railroads ) As referenced in this Acquisition Agreement: KANSAS CITY SOUTHERN, – EX-10.25 33 a2127856zex-10_25.htm EXHIBIT 10.25 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.25 ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. _____________ KANSAS CITY SOUTHERN, – Letter of Sonnenschein Nath & Rosenthal Exhibit H-2 Form of Opinion Letter of Jay Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") (" _____________ Kansas City Southern – 1997 (as such agreements have been amended and extended from time to time); the Stock Purchase Agreement dated as of February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and _____________ Kansas City Southern – February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and KCS, dated March 8, 2002; provided that, if the Closing shall not have occurred prior to the Termination Date, or _____________ KANSAS CITY SOUTHERN – have under this Agreement. [Rest of page intentionally left blank] 45 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written. KANSAS CITY SOUTHERN By: Name: Title: KARA Sub, Inc. By: Name: Title: GRUPO TMM, S.A. By: Name: Title: By: Name: Title: TMM HOLDINGS, S.A. de C.V. By: Name: Title: _____________ dt 1573546 ;	Lacto Comercial Organizada Sa de Cv Lacto Comercial Organizada Sa de Cv ; BNY Bank of New York ( Money Center Banks ) As referenced in this Acquisition Agreement: Bank of New York, – business day preceding the date of this Agreement. Section 5.25 Termination of Option Agreement. Prior to the Closing Date, the Amended and Restated Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002 (the "Option Agreement"), entered into in _____________ Bank of New York, – Trust 2000-A (the "Trust") formed pursuant to the Second Amended and Restated Master Trust Agreement, dated as of December 10, 2002 (the "Master Trust Agreement"), between TMM and The Bank of New York, as Trustee, will have been terminated or amended, and the Master Trust Agreement and the Transaction Documents (as defined in the Master Trust Agreement) shall have been terminated or _____________ Bank of New York, – the Closing Date (i) there shall be no outstanding option, warrant, right, subscription, call, legally binding commitment or other agreement or right of any kind entitling any Person (including The Bank of New York, as Trustee of the Trust) to acquire, or any other Encumbrance arising under such agreements on, any shares of capital stock of GTFM and (ii) the provision in Section _____________ Bank of New York, – be placed in the Stockholders Registry Book of GTFM to be cancelled or removed. Prior to the Closing Date, the Amended and Restated Put Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002, entered into in connection with the _____________ dt 1592718 ; Milbank Tweed Milbank, Tweed, Hadley & McCloy ( Legal ) As referenced in this Acquisition Agreement: Milbank, Tweed – Officers of Surviving Company, GTFM and GTFM Subsidiaries and Merger Integration Committee Exhibit E Seller Disclosure Schedule Exhibit F KCS Disclosure Schedule Exhibit G-1 Form of Opinion Letter of Milbank, Tweed , Hadley & McCloy LLP Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C. Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal _____________ Milbank, Tweed – been duly executed and delivered by or on behalf of each of Sellers as the case may be; (e) KCS shall have received an opinion dated the Closing Date of Milbank, Tweed , Hadley & McCloy LLP, U.S. counsel to Sellers and Haynes & Boone, S.C., Mexican counsel to Sellers, in the form and as to the matters set forth _____________ Milbank, Tweed – de la Cuspide, No. 4755 Colonia Parques del Pedregal 14010 Mexico, D.F. CT Corporation 1209 Orange Street Wilmington, Delaware 19801 With a copy (which shall not constitute notice) to: Milbank, Tweed , Hadley & McCloy LLP 601 South Figueroa Street, 30th Floor Los Angeles, CA 90017 Attention: Thomas C. Janson, Esq. If to KCS or the Surviving Company: Kansas City Southernel _____________ dt 1617745
Preview Full Doc	2004	Acquisition Agreement Acquisition Agreement (198K) Doc #2147083: Click preview link for longer preview. ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S.A., a *sociedad anonima* organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. de C.V., a *sociedad anonima de capital variable* organized under the laws of the United Mexican States, and TMM MULTIMODAL, S.A. de C.V., a *sociedad anonima de capital variable* organized under the laws of the United Mexican States DATED AS OF APRIL 21, 2003 Table of Contents ARTICLE 1 STOCK PURCHASE 1 Section 1.1 Stock . . . 2147083	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Acquisition Agreement: Sonnenschein Nath – Opinion Letter of Milbank, Tweed, Hadley & McCloy LLP Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C. Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal Exhibit H-2 Form of Opinion Letter of Jay Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, _____________ Sonnenschein Nath – of the transactions contemplated by this Agreement (the "Closing") shall, subject to the satisfaction or waiver of the conditions set forth in Article 8, take place at the offices of Sonnenschein Nath & Rosenthal, 1221 Avenue of the America, 24th Floor, New York, New York, on the second (2nd) Business Day after all of the conditions set forth in Article 8 _____________ Sonnenschein Nath – no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time; (e) TMM shall have received an opinion dated the Closing Date of Sonnenschein Nath & Rosenthal, counsel to KCS, and Jay Nadlman, Associate General Counsel to KCS, in the form and as to the matters set forth on Exhibit H-1 and H- _____________ Sonnenschein Nath – to KCS or the Surviving Company: Kansas City Southernel P.O. Box 219335 427 West 12th Street Kansas City, MO 64105 With a copy (which shall not constitute notice) to: Sonnenschein Nath & Rosenthal 4520 Main Street, Suite 1100 Kansas City, MO 64111 Attention: John F. Marvin, Esq. Any party hereto may from time to time change its address for notices _____________ dt 1573819 ; Grupo TMM Grupo TMM, S.A. ( Railroads ) As referenced in this Acquisition Agreement: GRUPO TMM, S – 25 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.25 ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized under the _____________ GRUPO TMM, S – Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("TMM"), TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized _____________ Grupo TMM, S – express courier (with written confirmation) to the Parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to Sellers: Grupo TMM, S .A. Avenida de la Cuspide, No. 4755 Colonia Parques del Pedregal 14010 Mexico, D.F. CT Corporation 1209 Orange Street Wilmington, Delaware 19801 With a copy (which shall not _____________ GRUPO TMM, S – WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written. KANSAS CITY SOUTHERN By: Name: Title: KARA Sub, Inc. By: Name: Title: GRUPO TMM, S .A. By: Name: Title: By: Name: Title: TMM HOLDINGS, S.A. de C.V. By: Name: Title: By: Name: Title: TMM MULTIMODAL, S.A. de C.V. By: Name: _____________ dt 1563581 ; Kansas City Kansas City Southern ( Railroads ) As referenced in this Acquisition Agreement: KANSAS CITY SOUTHERN, – EX-10.25 33 a2127856zex-10_25.htm EXHIBIT 10.25 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.25 ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. _____________ KANSAS CITY SOUTHERN, – Letter of Sonnenschein Nath & Rosenthal Exhibit H-2 Form of Opinion Letter of Jay Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") (" _____________ Kansas City Southern – 1997 (as such agreements have been amended and extended from time to time); the Stock Purchase Agreement dated as of February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and _____________ Kansas City Southern – February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and KCS, dated March 8, 2002; provided that, if the Closing shall not have occurred prior to the Termination Date, or _____________ KANSAS CITY SOUTHERN – have under this Agreement. [Rest of page intentionally left blank] 45 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written. KANSAS CITY SOUTHERN By: Name: Title: KARA Sub, Inc. By: Name: Title: GRUPO TMM, S.A. By: Name: Title: By: Name: Title: TMM HOLDINGS, S.A. de C.V. By: Name: Title: _____________ dt 1573547 ;	Operadora de Apoyo Logistico Sa de Cv Operadora de Apoyo Logistico Sa de Cv ; BNY Bank of New York ( Money Center Banks ) As referenced in this Acquisition Agreement: Bank of New York, – business day preceding the date of this Agreement. Section 5.25 Termination of Option Agreement. Prior to the Closing Date, the Amended and Restated Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002 (the "Option Agreement"), entered into in _____________ Bank of New York, – Trust 2000-A (the "Trust") formed pursuant to the Second Amended and Restated Master Trust Agreement, dated as of December 10, 2002 (the "Master Trust Agreement"), between TMM and The Bank of New York, as Trustee, will have been terminated or amended, and the Master Trust Agreement and the Transaction Documents (as defined in the Master Trust Agreement) shall have been terminated or _____________ Bank of New York, – the Closing Date (i) there shall be no outstanding option, warrant, right, subscription, call, legally binding commitment or other agreement or right of any kind entitling any Person (including The Bank of New York, as Trustee of the Trust) to acquire, or any other Encumbrance arising under such agreements on, any shares of capital stock of GTFM and (ii) the provision in Section _____________ Bank of New York, – be placed in the Stockholders Registry Book of GTFM to be cancelled or removed. Prior to the Closing Date, the Amended and Restated Put Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002, entered into in connection with the _____________ dt 1594767 ; Milbank Tweed Milbank, Tweed, Hadley & McCloy ( Legal ) As referenced in this Acquisition Agreement: Milbank, Tweed – Officers of Surviving Company, GTFM and GTFM Subsidiaries and Merger Integration Committee Exhibit E Seller Disclosure Schedule Exhibit F KCS Disclosure Schedule Exhibit G-1 Form of Opinion Letter of Milbank, Tweed , Hadley & McCloy LLP Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C. Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal _____________ Milbank, Tweed – been duly executed and delivered by or on behalf of each of Sellers as the case may be; (e) KCS shall have received an opinion dated the Closing Date of Milbank, Tweed , Hadley & McCloy LLP, U.S. counsel to Sellers and Haynes & Boone, S.C., Mexican counsel to Sellers, in the form and as to the matters set forth _____________ Milbank, Tweed – de la Cuspide, No. 4755 Colonia Parques del Pedregal 14010 Mexico, D.F. CT Corporation 1209 Orange Street Wilmington, Delaware 19801 With a copy (which shall not constitute notice) to: Milbank, Tweed , Hadley & McCloy LLP 601 South Figueroa Street, 30th Floor Los Angeles, CA 90017 Attention: Thomas C. Janson, Esq. If to KCS or the Surviving Company: Kansas City Southernel _____________ dt 1617755
Preview Full Doc	2004	Acquisition Agreement Acquisition Agreement (198K) Doc #2147295: Click preview link for longer preview. ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S.A., a *sociedad anonima* organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. de C.V., a *sociedad anonima de capital variable* organized under the laws of the United Mexican States, and TMM MULTIMODAL, S.A. de C.V., a *sociedad anonima de capital variable* organized under the laws of the United Mexican States DATED AS OF APRIL 21, 2003 Table of Contents ARTICLE 1 STOCK PURCHASE 1 Section 1.1 Stock . . . 2147295	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Acquisition Agreement: Sonnenschein Nath – Opinion Letter of Milbank, Tweed, Hadley & McCloy LLP Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C. Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal Exhibit H-2 Form of Opinion Letter of Jay Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, _____________ Sonnenschein Nath – of the transactions contemplated by this Agreement (the "Closing") shall, subject to the satisfaction or waiver of the conditions set forth in Article 8, take place at the offices of Sonnenschein Nath & Rosenthal, 1221 Avenue of the America, 24th Floor, New York, New York, on the second (2nd) Business Day after all of the conditions set forth in Article 8 _____________ Sonnenschein Nath – no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time; (e) TMM shall have received an opinion dated the Closing Date of Sonnenschein Nath & Rosenthal, counsel to KCS, and Jay Nadlman, Associate General Counsel to KCS, in the form and as to the matters set forth on Exhibit H-1 and H- _____________ Sonnenschein Nath – to KCS or the Surviving Company: Kansas City Southernel P.O. Box 219335 427 West 12th Street Kansas City, MO 64105 With a copy (which shall not constitute notice) to: Sonnenschein Nath & Rosenthal 4520 Main Street, Suite 1100 Kansas City, MO 64111 Attention: John F. Marvin, Esq. Any party hereto may from time to time change its address for notices _____________ dt 1573820 ; Grupo TMM Grupo TMM, S.A. ( Railroads ) As referenced in this Acquisition Agreement: GRUPO TMM, S – 25 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.25 ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized under the _____________ GRUPO TMM, S – Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("TMM"), TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized _____________ Grupo TMM, S – express courier (with written confirmation) to the Parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to Sellers: Grupo TMM, S .A. Avenida de la Cuspide, No. 4755 Colonia Parques del Pedregal 14010 Mexico, D.F. CT Corporation 1209 Orange Street Wilmington, Delaware 19801 With a copy (which shall not _____________ GRUPO TMM, S – WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written. KANSAS CITY SOUTHERN By: Name: Title: KARA Sub, Inc. By: Name: Title: GRUPO TMM, S .A. By: Name: Title: By: Name: Title: TMM HOLDINGS, S.A. de C.V. By: Name: Title: By: Name: Title: TMM MULTIMODAL, S.A. de C.V. By: Name: _____________ dt 1563583 ; Kansas City Kansas City Southern ( Railroads ) As referenced in this Acquisition Agreement: KANSAS CITY SOUTHERN, – EX-10.25 33 a2127856zex-10_25.htm EXHIBIT 10.25 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.25 ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. _____________ KANSAS CITY SOUTHERN, – Letter of Sonnenschein Nath & Rosenthal Exhibit H-2 Form of Opinion Letter of Jay Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") (" _____________ Kansas City Southern – 1997 (as such agreements have been amended and extended from time to time); the Stock Purchase Agreement dated as of February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and _____________ Kansas City Southern – February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and KCS, dated March 8, 2002; provided that, if the Closing shall not have occurred prior to the Termination Date, or _____________ KANSAS CITY SOUTHERN – have under this Agreement. [Rest of page intentionally left blank] 45 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written. KANSAS CITY SOUTHERN By: Name: Title: KARA Sub, Inc. By: Name: Title: GRUPO TMM, S.A. By: Name: Title: By: Name: Title: TMM HOLDINGS, S.A. de C.V. By: Name: Title: _____________ dt 1573548 ;	Operadora Maritima TMM Sa de Cv Operadora Maritima TMM Sa de Cv ; BNY Bank of New York ( Money Center Banks ) As referenced in this Acquisition Agreement: Bank of New York, – business day preceding the date of this Agreement. Section 5.25 Termination of Option Agreement. Prior to the Closing Date, the Amended and Restated Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002 (the "Option Agreement"), entered into in _____________ Bank of New York, – Trust 2000-A (the "Trust") formed pursuant to the Second Amended and Restated Master Trust Agreement, dated as of December 10, 2002 (the "Master Trust Agreement"), between TMM and The Bank of New York, as Trustee, will have been terminated or amended, and the Master Trust Agreement and the Transaction Documents (as defined in the Master Trust Agreement) shall have been terminated or _____________ Bank of New York, – the Closing Date (i) there shall be no outstanding option, warrant, right, subscription, call, legally binding commitment or other agreement or right of any kind entitling any Person (including The Bank of New York, as Trustee of the Trust) to acquire, or any other Encumbrance arising under such agreements on, any shares of capital stock of GTFM and (ii) the provision in Section _____________ Bank of New York, – be placed in the Stockholders Registry Book of GTFM to be cancelled or removed. Prior to the Closing Date, the Amended and Restated Put Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002, entered into in connection with the _____________ dt 1594771 ; Milbank Tweed Milbank, Tweed, Hadley & McCloy ( Legal ) As referenced in this Acquisition Agreement: Milbank, Tweed – Officers of Surviving Company, GTFM and GTFM Subsidiaries and Merger Integration Committee Exhibit E Seller Disclosure Schedule Exhibit F KCS Disclosure Schedule Exhibit G-1 Form of Opinion Letter of Milbank, Tweed , Hadley & McCloy LLP Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C. Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal _____________ Milbank, Tweed – been duly executed and delivered by or on behalf of each of Sellers as the case may be; (e) KCS shall have received an opinion dated the Closing Date of Milbank, Tweed , Hadley & McCloy LLP, U.S. counsel to Sellers and Haynes & Boone, S.C., Mexican counsel to Sellers, in the form and as to the matters set forth _____________ Milbank, Tweed – de la Cuspide, No. 4755 Colonia Parques del Pedregal 14010 Mexico, D.F. CT Corporation 1209 Orange Street Wilmington, Delaware 19801 With a copy (which shall not constitute notice) to: Milbank, Tweed , Hadley & McCloy LLP 601 South Figueroa Street, 30th Floor Los Angeles, CA 90017 Attention: Thomas C. Janson, Esq. If to KCS or the Surviving Company: Kansas City Southernel _____________ dt 1617757
Preview Full Doc	2004	Acquisition Agreement Acquisition Agreement (198K) Doc #2147534: Click preview link for longer preview. ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S.A., a *sociedad anonima* organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. de C.V., a *sociedad anonima de capital variable* organized under the laws of the United Mexican States, and TMM MULTIMODAL, S.A. de C.V., a *sociedad anonima de capital variable* organized under the laws of the United Mexican States DATED AS OF APRIL 21, 2003 Table of Contents ARTICLE 1 STOCK PURCHASE 1 Section 1.1 Stock . . . 2147534	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Acquisition Agreement: Sonnenschein Nath – Opinion Letter of Milbank, Tweed, Hadley & McCloy LLP Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C. Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal Exhibit H-2 Form of Opinion Letter of Jay Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, _____________ Sonnenschein Nath – of the transactions contemplated by this Agreement (the "Closing") shall, subject to the satisfaction or waiver of the conditions set forth in Article 8, take place at the offices of Sonnenschein Nath & Rosenthal, 1221 Avenue of the America, 24th Floor, New York, New York, on the second (2nd) Business Day after all of the conditions set forth in Article 8 _____________ Sonnenschein Nath – no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time; (e) TMM shall have received an opinion dated the Closing Date of Sonnenschein Nath & Rosenthal, counsel to KCS, and Jay Nadlman, Associate General Counsel to KCS, in the form and as to the matters set forth on Exhibit H-1 and H- _____________ Sonnenschein Nath – to KCS or the Surviving Company: Kansas City Southernel P.O. Box 219335 427 West 12th Street Kansas City, MO 64105 With a copy (which shall not constitute notice) to: Sonnenschein Nath & Rosenthal 4520 Main Street, Suite 1100 Kansas City, MO 64111 Attention: John F. Marvin, Esq. Any party hereto may from time to time change its address for notices _____________ dt 1573821 ; Grupo TMM Grupo TMM, S.A. ( Railroads ) As referenced in this Acquisition Agreement: GRUPO TMM, S – 25 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.25 ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized under the _____________ GRUPO TMM, S – Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("TMM"), TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized _____________ Grupo TMM, S – express courier (with written confirmation) to the Parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to Sellers: Grupo TMM, S .A. Avenida de la Cuspide, No. 4755 Colonia Parques del Pedregal 14010 Mexico, D.F. CT Corporation 1209 Orange Street Wilmington, Delaware 19801 With a copy (which shall not _____________ GRUPO TMM, S – WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written. KANSAS CITY SOUTHERN By: Name: Title: KARA Sub, Inc. By: Name: Title: GRUPO TMM, S .A. By: Name: Title: By: Name: Title: TMM HOLDINGS, S.A. de C.V. By: Name: Title: By: Name: Title: TMM MULTIMODAL, S.A. de C.V. By: Name: _____________ dt 1563585 ; Kansas City Kansas City Southern ( Railroads ) As referenced in this Acquisition Agreement: KANSAS CITY SOUTHERN, – EX-10.25 33 a2127856zex-10_25.htm EXHIBIT 10.25 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.25 ACQUISITION AGREEMENT by and among KANSAS CITY SOUTHERN, a Delaware corporation, KARA Sub, Inc., a Delaware corporation, GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States, TMM HOLDINGS, S.A. _____________ KANSAS CITY SOUTHERN, – Letter of Sonnenschein Nath & Rosenthal Exhibit H-2 Form of Opinion Letter of Jay Nadlman, Esq. v ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") (" _____________ Kansas City Southern – 1997 (as such agreements have been amended and extended from time to time); the Stock Purchase Agreement dated as of February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and _____________ Kansas City Southern – February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and KCS, dated March 8, 2002; provided that, if the Closing shall not have occurred prior to the Termination Date, or _____________ KANSAS CITY SOUTHERN – have under this Agreement. [Rest of page intentionally left blank] 45 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written. KANSAS CITY SOUTHERN By: Name: Title: KARA Sub, Inc. By: Name: Title: GRUPO TMM, S.A. By: Name: Title: By: Name: Title: TMM HOLDINGS, S.A. de C.V. By: Name: Title: _____________ dt 1573549 ;	Operadora Portuaria de Tuxpan Sa de Cv Operadora Portuaria de Tuxpan Sa de Cv ; BNY Bank of New York ( Money Center Banks ) As referenced in this Acquisition Agreement: Bank of New York, – business day preceding the date of this Agreement. Section 5.25 Termination of Option Agreement. Prior to the Closing Date, the Amended and Restated Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002 (the "Option Agreement"), entered into in _____________ Bank of New York, – Trust 2000-A (the "Trust") formed pursuant to the Second Amended and Restated Master Trust Agreement, dated as of December 10, 2002 (the "Master Trust Agreement"), between TMM and The Bank of New York, as Trustee, will have been terminated or amended, and the Master Trust Agreement and the Transaction Documents (as defined in the Master Trust Agreement) shall have been terminated or _____________ Bank of New York, – the Closing Date (i) there shall be no outstanding option, warrant, right, subscription, call, legally binding commitment or other agreement or right of any kind entitling any Person (including The Bank of New York, as Trustee of the Trust) to acquire, or any other Encumbrance arising under such agreements on, any shares of capital stock of GTFM and (ii) the provision in Section _____________ Bank of New York, – be placed in the Stockholders Registry Book of GTFM to be cancelled or removed. Prior to the Closing Date, the Amended and Restated Put Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002, entered into in connection with the _____________ dt 1594779 ; Milbank Tweed Milbank, Tweed, Hadley & McCloy ( Legal ) As referenced in this Acquisition Agreement: Milbank, Tweed – Officers of Surviving Company, GTFM and GTFM Subsidiaries and Merger Integration Committee Exhibit E Seller Disclosure Schedule Exhibit F KCS Disclosure Schedule Exhibit G-1 Form of Opinion Letter of Milbank, Tweed , Hadley & McCloy LLP Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C. Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal _____________ Milbank, Tweed – been duly executed and delivered by or on behalf of each of Sellers as the case may be; (e) KCS shall have received an opinion dated the Closing Date of Milbank, Tweed , Hadley & McCloy LLP, U.S. counsel to Sellers and Haynes & Boone, S.C., Mexican counsel to Sellers, in the form and as to the matters set forth _____________ Milbank, Tweed – de la Cuspide, No. 4755 Colonia Parques del Pedregal 14010 Mexico, D.F. CT Corporation 1209 Orange Street Wilmington, Delaware 19801 With a copy (which shall not constitute notice) to: Milbank, Tweed , Hadley & McCloy LLP 601 South Figueroa Street, 30th Floor Los Angeles, CA 90017 Attention: Thomas C. Janson, Esq. If to KCS or the Surviving Company: Kansas City Southernel _____________ dt 1617759
Preview Full Doc	2003	Administration Agreement Administration Agreement (66K) Doc #292450: Click preview link for longer preview. ADMINISTRATION AGREEMENT This Administration Agreement is entered into this 30th day of June, 2003, by and among Health Net of Arizona, Inc. ("HNT-AZ"), an Arizona corporation, Health Net Life Insurance Company, a California domiciled life and disability insurance company ("HNL") and SafeHealth Life Insurance Company, a California domiciled life and disability insurance company ("SafeHealth"). WHEREAS, HNT-AZ is a duly licensed health care services organization organized pursuant to Arizona Revised Statutes Sec. 20-1051 et seq. HNT-AZ issues benefit agreements to individuals, employer groups and other entities. The benefit agreements include medical health maintenance organization agreements and vision health maintenance organization agreements. WHEREAS, HNL is duly licensed in Arizona to provide vision PPO and vision indemnity insurance benefits to Arizona residents; WHEREAS, SafeHealth represents and warrants that it is duly licensed and qualified to provide the administrative services specified in this Agreement. WHEREAS, pursuant to a Purchase and Sale Agreement by and between Health Net, Inc. and SafeGuard Health Enterprises, Inc. dated June 30, 2003 ("Purchase and Sale Agreement"), SafeGuard Health Enterprises, Inc. agreed, among other things, to provide for the transition of the vision health maintenance organization business provided by HNT-AZ, and the vision PPO and vision indemnity insurance business provided in Arizona by HNL through December 31, 2004. WHEREAS, HNT-AZ, HNL and SafeHealth intend by entering into this Agreement that SafeHealth shall provide administrative and other services specified in this Agreement on behalf of HNT-AZ and HNL in connection with the Benefit Agreements described in Appendix B to this Agreement ("Benefit Agreements"). ARTICLE ------- CERTAIN DEFINITIONS ------------------- Capitalized terms used in this Agreement and not otherwise defined shall have the meanings given such terms in the Purchase and Sale Agreement. ARTICLE ------- RELATIONSHIP OF PARTIES ----------------------- Section 2.1 Relationship of Parties. The parties to this Agreement are ----------------------- and shall remain independent contractors. Neither party is the employee or agent of the other party, except as set forth herein, and neither party has an express or implied right to bind the other party. The parties do not intend to form a joint venture, partnership, or to be governed by Law relating to any relationship other than that of independent contractors. HNT-AZ and HNL agents, officers, and employees shall not be considered or construed to be the employees of SafeHealth for any -1- {PAGE} purpose, and SafeHealth's agents, officers and employees shall not be considered or construed to be the employees of HNT-AZ or HNL for any purpose. Section 2.2 Receipt of Premium. Payment to SafeHealth of premiums or ------------------- charges with respect to the Benefit Agreements by or on behalf of the HNT-AZ or HNL insureds or subscribers shall be considered receipt by HNT-AZ or HNL as appropriate. The payment of return premiums or claims by HNT-AZ and HNL to SafeHealth is not considered payment to the insured, or claimant until the payment is received by the insured or claimant. Nothing in this Section 2.02 shall limit the rights of either HNT-AZ or HNL against SafeHealth resulting from SafeHealth's failure to make payments to HNT-AZ or HNL or any of their insureds, Subscribers or claimants. Section 2.3 Notice of Changes. SafeHealth shall inform HNT-AZ and HNL ----------------- in writing: (a) within thirty (30) calendar days of any changes in its computer systems, including hardware or software, that could materially affect the ability of SafeHealth to perform its obligations under this Agreement; (b) within ten (10) calendar days of a change of 25% or more in the direct or indirect ownership of SafeHealth, and of any changes in the licensing of SafeHealth material to the services rendered by SafeHealth under this Agreement; and (c) within ten (10) calendar days of changes in governmental approvals, the filing with a Governmental Authority of a complaint against SafeHealth, or the filing of a lawsuit against SafeHealth if the governmental approval, complaint or lawsuit is either (i) directly related to the services rendered by SafeHealth under this Agreement or to HNT-AZ or HNL Benefit Agreements, or (ii) the amount involved is in excess of $1,000,000. Section 2.4 Limitation of Authority. The authority of SafeHealth is ------------------------- limited to the performance of the Administrative Services specified in this Agreement. SafeHealth has no authority to modify, waive, add to or delete any provision of the Benefit Agreements. SafeHealth shall not represent to a third party that it has authority that is not provided in this Agreement. HNT-AZ and HNL shall at all times exercise ultimate control over their respective assets and operations and the ultimate authority regarding coverage or the interpretation of any Benefit Agreement shall remain at all times with HNT-AZ and HNL. Notwithstanding anything to the contrary in this Agreement, HNT-AZ and HNL shall (a) retain custody of, responsibility for, and control of all investments; (b) own, have custody of, and keep their general corporate accounts, books, and records; (c) own all of the accounts, books, and records of their business; (d) have an ultimate veto right on underwriting; (e) have the ultimate right to cancel any risk; (f) have ultimate responsibility for and at least general control of claims adjustments and claim payments; (g) retain the right to cancel this Agreement and discharge SafeHealth in the event SafeHealth fails to perform satisfactorily according to the terms of this Agreement. Section 2.5 Representations Regarding Coverage. SafeHealth shall not ----------------------------------- make any representations to applicants for coverage under the Benefit Agreements 292450	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Administration Agreement: Sonnenschein Nath – Oxnard Street Woodland Hills, California 91367 Tel: (818) 676-7601 Fax: (818) 676-7503 -9- {PAGE} with a copy to: Kenneth B. Schnoll Sonnenschein Nath & Rosenthal 685 Market Street San Francisco, CA 94105 Tel: (415) 882-1020 Fax: (415) 543-5472 Section 10.3 Headings. The headings _____________ dt 241546 ; Health Net Health Net, Inc. ( Accident & Health Insurance ) As referenced in this Administration Agreement: Health Net, Inc – licensed and qualified to provide the administrative services specified in this Agreement. WHEREAS, pursuant to a Purchase and Sale Agreement by and between Health Net, Inc . and SafeGuard Health Enterprises, Inc. dated June 30, 2003 ("Purchase and Sale Agreement"), SafeGuard Health Enterprises, Inc. agreed, among other things, to _____________ Health Net, Inc – 95 Enterprise, Suite 100 Aliso Viejo, California 92656 Tel: (949) 425-4110 Fax: (949) 425-4586 if to HNT-AZ or HNL to: Health Net, Inc . Att: General Counsel 21650 Oxnard Street Woodland Hills, California 91367 Tel: (818) 676-7601 Fax: (818) 676-7503 -9- {PAGE} with a _____________ dt 230855 ; Safeguard Health Safeguard Health Enterprises Inc. ( Accident & Health Insurance ) As referenced in this Administration Agreement: SafeGuard Health Enterprises, – provide the administrative services specified in this Agreement. WHEREAS, pursuant to a Purchase and Sale Agreement by and between Health Net, Inc. and SafeGuard Health Enterprises, Inc. dated June 30, 2003 ("Purchase and Sale Agreement"), SafeGuard Health Enterprises, Inc. agreed, among other things, to provide for the transition _____________ SafeGuard Health Enterprises, – Purchase and Sale Agreement by and between Health Net, Inc. and SafeGuard Health Enterprises, Inc. dated June 30, 2003 ("Purchase and Sale Agreement"), SafeGuard Health Enterprises, Inc. agreed, among other things, to provide for the transition of the vision health maintenance organization business provided by HNT-AZ, and _____________ SafeGuard Health Enterprises, – customary for communications of such respective type). Notices shall be effective upon receipt and shall be addressed as follows: if to SafeHealth to: SafeGuard Health Enterprises, Inc. 95 Enterprise, Suite 100 Aliso Viejo, California 92656 Attn.: James E. Buncher President and Chief Executive Officer Tel: (949) 425-4100 _____________ SafeGuard Health Enterprises, – Executive Officer Tel: (949) 425-4100 Fax: (949) 425-4101 with a copy to: Ronald I. Brendzel Senior Vice President and General Counsel SafeGuard Health Enterprises, Inc. 95 Enterprise, Suite 100 Aliso Viejo, California 92656 Tel: (949) 425-4110 Fax: (949) 425-4586 if to HNT-AZ or _____________ dt 231069 ;	Health Net of Arizona, Inc.; Health Net Life Insurance Company; SafeHealth Life Insurance Company
Preview Full Doc	2001	Agency Agreement Agency Agreement (108K) Doc #1897774: Click preview link for longer preview. AGENCY AGREEMENT THIS AGREEMENT made the 24th day of January, 2001, by and between THE MDL FUNDS, a Massachusetts business trust having its principal place of business at One Freedom Valley Road, Oaks, Pennsylvania 19456 (the "Trust") and acting on its own behalf and on behalf of each of the portfolios listed in Appendix I, and DST SYSTEMS, INC., a corporation existing under the laws of the State of Delaware, having its principal place of business at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 (" . . . 1897774	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Agency Agreement: Sonnenschein Nath – or omitted by it in good faith in reliance upon such instructions or upon the opinion of such counsel. For purposes hereof, DST's internal counsel and attorneys employed by Sonnenschein Nath & Rosenthal, DST's primary outside counsel, are acceptable to the Fund. DST will be protected in acting upon any paper or document reasonably believed by it to be genuine _____________ dt 1365945 ; DST Systems DST Systems, Inc. ( Computer Services ) As referenced in this Agency Agreement: DST SYSTEMS, INC. – business at One Freedom Valley Road, Oaks, Pennsylvania 19456 (the "Trust") and acting on its own behalf and on behalf of each of the portfolios listed in Appendix I, and DST SYSTEMS, INC. , a corporation existing under the laws of the State of Delaware, having its principal place of business at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 ("DST"): _____________ DST Systems, Inc. – U.S. mail, first class, postage prepaid, or if sent by facsimile and thereafter, in the case of non-operational notices only, confirmed by mail as follows: If to DST: DST Systems, Inc. 210 West 10th Street, 7th Floor Kansas City, Missouri 64105 Attn: Group Vice President-Full Service Facsimile No.: 816-843-7502 30 {PAGE} With a copy of non-operational _____________ DST Systems, Inc. – West 10th Street, 7th Floor Kansas City, Missouri 64105 Attn: Group Vice President-Full Service Facsimile No.: 816-843-7502 30 {PAGE} With a copy of non-operational notices to: DST Systems, Inc. 333 West 11th Street, 5th Floor Kansas City, Missouri 64105 Attn: Legal Department Facsimile No.: 816-435-8630 If to the Fund: The MDL Funds c/o SEI Corporation. _____________ DST SYSTEMS, INC. – the parties have caused this Agreement to be executed by their respective duly authorized officers, to be effective as of the day and year first above written. THE MDL FUNDS DST SYSTEMS, INC. By: __________________________________ By: ___________________________________ Title: _______________________________ Title: ________________________________ 31 {PAGE} EXHIBIT A, p. 1 FEE SCHEDULE DST SYSTEMS, INC. MDL FUNDS TRANSFER AGENCY FEE SCHEDULE EFFECTIVE APRIL 1, 2000 - _____________ DST SYSTEMS, INC. – of the day and year first above written. THE MDL FUNDS DST SYSTEMS, INC. By: __________________________________ By: ___________________________________ Title: _______________________________ Title: ________________________________ 31 {PAGE} EXHIBIT A, p. 1 FEE SCHEDULE DST SYSTEMS, INC. MDL FUNDS TRANSFER AGENCY FEE SCHEDULE EFFECTIVE APRIL 1, 2000 - MARCH 31, 2003 A. MINIMUM FEE CUSIPs in the range 1 - 10 per year $19,570 per CUSIP CUSIPs _____________ dt 1457843 ;	MDL Funds Trust MDL Funds Trust ; Penn University of Pennsylvania ( Universities ) As referenced in this Agency Agreement: University of Pennsylvania – Massachusetts) I.D. No. MDL Broad Market Fixed Income Fund 23-2909349 MDL Large Cap Growth Equity Fund 23-2909216 WHARTON MBA STUDENT DIRECTORY CLASS OF 2002 The Wharton School University of Pennsylvania WHARTON MBA STUDENT DIRECTORY 2002 {PAGE} WHARTON MBA STUDENT DIRECTORY CLASS OF 2002 The Wharton School University of Pennsylvania WHARTON MBA STUDENT DIRECTORY 2002 {PAGE} {/TEXT} {/DOCUMENT} _____________ University of Pennsylvania – 2909216 WHARTON MBA STUDENT DIRECTORY CLASS OF 2002 The Wharton School University of Pennsylvania WHARTON MBA STUDENT DIRECTORY 2002 {PAGE} WHARTON MBA STUDENT DIRECTORY CLASS OF 2002 The Wharton School University of Pennsylvania WHARTON MBA STUDENT DIRECTORY 2002 {PAGE} {/TEXT} {/DOCUMENT} _____________ dt 1550268
Preview Full Doc	2004	Agency Agreement Agency Agreement (110K) Doc #2288854: Click preview link for longer preview. AGENCY AGREEMENT THIS AGREEMENT made the 5th day of February, 2004, by and between Advisors' Inner Circle Fund (on behalf of the portfolios listed in Exhibit D) a corporation existing under the laws of the Commonwealth of Massachusetts having its principal place of business at One Freedom Valley Road, Oaks, Pennsylvania 19456 (the "Fund"), and DST SYSTEMS, INC., a corporation existing under the laws of the State of Delaware, having its principal place of business at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 (" . . . 2288854	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Agency Agreement: Sonnenschein Nath – or omitted by it in good faith in reliance upon such instructions or upon the opinion of such counsel. For purposes hereof, DST's internal counsel and attorneys employed by Sonnenschein Nath & Rosenthal, DST's primary outside counsel, are acceptable to the Fund. DST will be protected in acting upon any paper or document reasonably believed by it to be genuine _____________ dt 1573825 ; Advisors Inner Circle Fund Advisors Inner Circle Fund ;	DST Systems DST Systems, Inc. ( Computer Services ) As referenced in this Agency Agreement: DST SYSTEMS, INC. – Exhibit D) a corporation existing under the laws of the Commonwealth of Massachusetts having its principal place of business at One Freedom Valley Road, Oaks, Pennsylvania 19456 (the "Fund"), and DST SYSTEMS, INC. , a corporation existing under the laws of the State of Delaware, having its principal place of business at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 ("DST"): _____________ DST Systems, Inc. – U.S. mail, first class, postage prepaid, or if sent by facsimile and thereafter, in the case of non-operational notices only, confirmed by mail as follows: If to DST: DST Systems, Inc. 210 West 10th Street, 7th Floor Kansas City, Missouri 64105 Attn: Group Vice President-Full Service Facsimile No.: 816-843-7502 With a copy of non-operational notices to: _____________ DST Systems, Inc. – Inc. 210 West 10th Street, 7th Floor Kansas City, Missouri 64105 Attn: Group Vice President-Full Service Facsimile No.: 816-843-7502 With a copy of non-operational notices to: DST Systems, Inc. 333 West 11th Street, 5th Floor Kansas City, Missouri 64105 Attn: Legal Department Facsimile No.: 816-435-8630 If to the Fund: Advisors' Inner Circle Fund C/O SEI _____________ DST SYSTEMS, INC. – parties have caused this Agreement to be executed by their respective duly authorized officers, to be effective as of the day and year first above written. ADIVISORS INNER CIRCLE FUND DST SYSTEMS, INC. By: By: ----------------------------------- ----------------------------------- Title: Title: -------------------------------- -------------------------------- SEI-Advisors Inner Circle CL 11-18-02 32 EXHIBIT A, P.1 OF 6 DST SYSTEMS, INC. ADIVSORS INNER CIRCLE FUND FEE SCHEDULE EFFECTIVE _____________ DST SYSTEMS, INC. – year first above written. ADIVISORS INNER CIRCLE FUND DST SYSTEMS, INC. By: By: ----------------------------------- ----------------------------------- Title: Title: -------------------------------- -------------------------------- SEI-Advisors Inner Circle CL 11-18-02 32 EXHIBIT A, P.1 OF 6 DST SYSTEMS, INC. ADIVSORS INNER CIRCLE FUND FEE SCHEDULE EFFECTIVE APRIL 1, 2003 - MARCH 31, 2006 NOTE: THE FOLLOWING FEE SCHEDULE APPLIES TO EACH PORTFOLIO IN THE ADVISORS INNER CIRCLE FUND ON _____________ dt 1457906
Preview Full Doc	2005	Agency Agreement Agency Agreement (99K) Doc #2337482: Click preview link for longer preview. AGENCY AGREEMENT THIS AGREEMENT made the 10th day of AUGUST 2004, by and between The Advisors' Inner Circle Fund II (on behalf of the portfolios listed in Exhibit D), a Massachusetts business trust existing under the laws of the Commonwealth of Massachusetts, having its principal place of business at One Freedom Valley Road, Oaks, Pennsylvania 19456 (the "Fund"), and DST SYSTEMS, INC., a corporation existing under the laws of the State of Delaware, having its principal place of business at 333 West 11th Street, 5th Floor, Kansas City, . . . 2337482	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Agency Agreement: Sonnenschein Nath – or omitted by it in good faith in reliance upon such instructions or upon the opinion of such counsel. For purposes hereof, DST's internal counsel and attorneys employed by Sonnenschein Nath & Rosenthal, DST's primary outside counsel, are acceptable to the Fund. DST will be protected in acting upon any paper or document reasonably believed by it to be genuine _____________ dt 1573827 ; Advisors Inner Circle Fund II Advisors Inner Circle Fund II ;	DST Systems DST Systems, Inc. ( Computer Services ) As referenced in this Agency Agreement: DST SYSTEMS, INC. – a Massachusetts business trust existing under the laws of the Commonwealth of Massachusetts, having its principal place of business at One Freedom Valley Road, Oaks, Pennsylvania 19456 (the "Fund"), and DST SYSTEMS, INC. , a corporation existing under the laws of the State of Delaware, having its principal place of business at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 ("DST"): _____________ DST Systems, Inc. – U.S. mail, first class, postage prepaid, or if sent by facsimile and thereafter, in the case of non-operational notices only, confirmed by mail as follows: If to DST: DST Systems, Inc. 210 West 10th Street, 7th Floor Kansas City, Missouri 64105 Attn: Group Vice President-Full Service Facsimile No.: 816-843-7502 With a copy of non-operational notices to: _____________ DST Systems, Inc. – Inc. 210 West 10th Street, 7th Floor Kansas City, Missouri 64105 Attn: Group Vice President-Full Service Facsimile No.: 816-843-7502 With a copy of non-operational notices to: DST Systems, Inc. 333 West 11th Street, 5th Floor Kansas City, Missouri 64105 Attn: Legal Department Facsimile No.: 816-435-8630 If to the Fund: The Advisors' Inner Circle Fund II One _____________ DST SYSTEMS, INC. – caused this Agreement to be executed by their respective duly authorized officers, to be effective as of the day and year first above written. THE AVISORS' INNER CIRCLE FUND II DST SYSTEMS, INC. BY: /s/ JAMES NDIAYE BY: /s/ illegible signature ------------------------------- ----------------------------- TITLE: Vice President TITLE: Vice President 32 {PAGE} EXHIBIT C AUTHORIZED PERSONNEL Ppursuant to the Agency Agreement between The Advisors' Inner _____________ DST SYSTEMS, INC. – C. Any such substitute Exhibit C shall become effective twenty-four (24) hours after DST's receipt of the document and shall be incorporated into the Agreement. ACKNOWLEDGMENT OF RECEIPT: DST SYSTEMS, INC. THE ADVISORS' INNER CIRCLE FUND II /s/ illegible signature BY: /s/ JAMES NDIAYE __________________________ __________________________________ Title: Vice President Title: Vice President _______________________ _______________________________ Date: 7/20/05 Date: 7/ _____________ dt 1457919
Preview Full Doc	2006	Agency Agreement Agency Agreement (87K) Doc #2443489: Click preview link for longer preview. AGENCY AGREEMENT THIS AGREEMENT made the 13th day of August, 2004, by and between Bishop Street Funds a business trust existing under the laws of the Commonwealth of Massachusetts, having its principal place of business at One Freedom Valley Road, Oaks, Pennsylvania 19456 (the "Fund"), and DST SYSTEMS, INC., a corporation existing under the laws of the State of Delaware, having its principal place of business at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 ("DST"): . . . 2443489	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Agency Agreement: Sonnenschein Nath – or omitted by it in good faith in reliance upon such instructions or upon the opinion of such counsel. For purposes hereof, DST's internal counsel and attorneys employed by Sonnenschein Nath & Rosenthal, DST's primary outside counsel, are acceptable to the Fund. DST will be protected in acting upon any paper or document reasonably believed by it to be genuine _____________ dt 1573832 ; Bishop Street Funds Bishop Street Funds ;	DST Systems DST Systems, Inc. ( Computer Services ) As referenced in this Agency Agreement: DST SYSTEMS, INC. – {DOCUMENT} {TYPE}EX-99.H(2) {SEQUENCE}6 {FILENAME}w19893exv99whx2y.txt {DESCRIPTION}AGENCY AGREEMENT BETWEEN THE REGISTRANT AND DST SYSTEMS, INC. {TEXT} {PAGE} AGENCY AGREEMENT THIS AGREEMENT made the 13th day of August, 2004, by and between Bishop Street Funds a business trust existing under the laws of the Commonwealth _____________ DST SYSTEMS, INC. – Funds a business trust existing under the laws of the Commonwealth of Massachusetts, having its principal place of business at One Freedom Valley Road, Oaks, Pennsylvania 19456 (the "Fund"), and DST SYSTEMS, INC. , a corporation existing under the laws of the State of Delaware, having its principal place of business at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 ("DST"): _____________ DST Systems, Inc. – U.S. mail, first class, postage prepaid, or if sent by facsimile and thereafter, in the case of non-operational notices only, confirmed by mail as follows: If to DST: DST Systems, Inc. 210 West 10th Street, 7th Floor Kansas City, Missouri 64105 Attn: Group Vice President-Full Service Facsimile No.: 816-843-7502 With a copy of non-operational notices to: _____________ DST Systems, Inc. – Inc. 210 West 10th Street, 7th Floor Kansas City, Missouri 64105 Attn: Group Vice President-Full Service Facsimile No.: 816-843-7502 With a copy of non-operational notices to: DST Systems, Inc. 333 West 11th Street, 5th Floor Kansas City, Missouri 64105 Attn: Legal Department Facsimile No.: 816-435-8630 If to the Fund: Bishop Street Funds C/o SEI Investments _____________ DST SYSTEMS, INC. – the parties have caused this Agreement to be executed by their respective duly authorized officers, to be effective as of the day and year first above written. BISHOP STREET FUNDS DST SYSTEMS, INC. By: /s/ William E. Zitelli By: /s/ Thomas J. Schmidt ---------------------------------- ---------------------------------- Title: Vice President Title: Vice President, Mutual Fund ------------------------------- Operations ------------------------------- 32 {PAGE} EXHIBIT C AUTHORIZED PERSONNEL Pursuant to the Agency _____________ dt 1457975
Preview Full Doc	2003	Agreement and Plan of Merger Agreement and Plan of Merger (193K) Doc #292265: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER AMONG COUNTRY LIFE INSURANCE COMPANY, COUNTRY MEDICAL PLANS, INC. AND COTTON STATES LIFE INSURANCE COMPANY ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {S} {C} ARTICLE 1 THE MERGER............................................................ 4 1.01 The Merger.......................................................... 4 1.02 Effective Time...................................................... 5 ARTICLE 2 CONSIDERATION......................................................... 5 2.01 Effect on Capital Stock............................................. 5 2.02 Rights as Shareholders; Stock Transfers............................. 5 2.03 Payment for Shares.................................................. 5 2.04 Dissenting Shareholders............................................. 6 2.05 Company Stock Awards................................................ 6 ARTICLE 3 COMPANY REPRESENTATIONS AND WARRANTIES................................ 7 3.01 Organization, Standing and Authority................................ 7 3.02 Company Common Stock................................................ 7 3.03 Subsidiaries........................................................ 8 3.04 Corporate Power..................................................... 8 3.05 Corporate Authority and Action...................................... 8 3.06 Regulatory Filings; No Defaults..................................... 9 3.07 SEC Documents; Financial Statements................................. 10 3.08 Absence of Undisclosed Liabilities and Changes...................... 11 3.09 Litigation.......................................................... 11 3.10 Compliance with Laws................................................ 11 3.11 Material Contracts; Defaults........................................ 13 3.12 Non-Competition/Non-Solicitation.................................... 14 3.13 Properties.......................................................... 14 3.14 Employee Benefit Plans.............................................. 14 3.15 Labor Matters....................................................... 16 3.16 Environmental Matters............................................... 17 3.17 Tax Matters......................................................... 17 3.18 Books and Records................................................... 18 3.19 Accounting Controls................................................. 18 3.20 Insurance........................................................... 18 3.21 No Brokers.......................................................... 18 3.22 Intellectual Property............................................... 19 3.23 Reserves............................................................ 20 3.24 Privacy Laws and Policies........................................... 21 3.25 Investments......................................................... 21 3.26 Disclosure.......................................................... 21 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF ACQUIROR............................ 21 4.01 Organization, Standing and Authority................................ 21 4.02 Corporate Power..................................................... 22 4.03 Corporate Authority and Action...................................... 22 4.04 Regulatory Approvals; No Defaults................................... 22 4.05 Financing........................................................... 22 ARTICLE 5 COVENANTS............................................................. 23 5.01 Forbearances of the Company......................................... 23 5.02 Reasonable Best Efforts............................................. 26 5.03 Shareholder Approvals............................................... 26 5.04 Proxy Statement..................................................... 26 5.05 Press Releases...................................................... 28 5.06 Access to Information............................................... 28 5.07 No Solicitation..................................................... 28 5.08 Takeover Laws....................................................... 29 {/TABLE} 2 {PAGE} {TABLE} {S} {C} 5.09 No Rights Triggered................................................. 30 5.10 Regulatory Applications............................................. 30 5.11 Indemnification..................................................... 31 5.12 Notification of Certain Matters..................................... 31 5.13 Employee Benefits................................................... 31 5.14 Certain Contracts................................................... 32 ARTICLE 6 CONDITIONS TO CONSUMMATION OF THE MERGER.............................. 32 6.01 Conditions to Each Party's Obligation to Effect the Merger.......... 32 6.02 Conditions to Obligation of the Company............................. 33 6.03 Conditions to Obligation of the Acquiror............................ 33 ARTICLE 7 TERMINATION........................................................... 34 7.01 Termination Events.................................................. 34 7.02 Effect of Termination and Abandonment............................... 35 7.03 Termination Fee..................................................... 35 ARTICLE 8 MISCELLANEOUS......................................................... 36 8.01 Survival............................................................ 36 8.02 Waiver; Amendment................................................... 36 8.03 Counterparts........................................................ 36 8.04 Governing Law....................................................... 36 8.05 Waiver of Jury Trial................................................ 36 8.06 Specific Performance................................................ 36 8.07 Expenses............................................................ 36 8.08 Notices............................................................. 37 8.09 Entire Understanding, No Third-Party Beneficiaries.................. 37 8.10 Assignment.......................................................... 37 8.11 Interpretation...................................................... 38 8.12 Certain Definitions................................................. 38 8.13 Tax Disclosure Authorization........................................ 44 {/TABLE} 3 {PAGE} AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of December 29, 2003 (this "Agreement"), among COUNTRY Life Insurance Company, an Illinois corporation (the "Acquiror"), COUNTRY Medical Plans, Inc., a stock insurance company (the "Acquiror Sub") and Cotton States Life Insurance Company, a Georgia domestic stock insurance company (the "Company"). W I T N E S S E T H WHEREAS, on the terms and subject to the conditions contained in this Agreement, the parties to this Agreement intend to effect the merger of Acquiror Sub with and into the Company, with the Company as the surviving corporation; WHEREAS, the respective boards of directors of each of the Company, Acquiror and Acquiror Sub have adopted resolutions approving this Agreement and the transactions contemplated by this Agreement and, in the case of the board of directors of the Company, recommending that the shareholders of the Company approve of this Agreement and the Merger in accordance with the Georgia Business Corporation Code, as amended (the "GBCC"); WHEREAS, as a condition to and inducement to Acquiror's and Acquiror Sub's willingness to enter into the Agreement, certain holders and beneficial owners of Company Common Stock are entering into Shareholder Agreements with the Acquiror (each a "Shareholder Agreement"); and WHEREAS, capitalized terms not defined in the context of the section in which they first appear shall have the meanings set forth in Section 8.12. NOW, THEREFORE, in consideration of the premises, and of the mutual covenants, representations, warranties and agreements contained herein, the parties agree as follows: ARTICLE 1 THE MERGER 1.01 The Merger. At the Effective Time, on the terms and subject to the conditions set forth in this Agreement, the following shall occur: (a) Acquiror Sub shall merge with and into the Company, and the separate corporate existence of Acquiror Sub shall thereupon cease (the "Merger"). The Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving Corporation") and shall continue to be governed by the laws of the State of Georgia, and the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger; (b) the Merger shall have the effects specified in the GBCC and the IBCA; (c) the Company Articles shall be the articles of incorporation of the Surviving Corporation; (d) the by-laws of Acquiror Sub shall be the by-laws of the Surviving Corporation; and (e) the directors and officers of the Surviving Corporation shall be the directors and officers of Acquiror Sub immediately prior to the Effective Time; such directors shall hold office until such time as their successors shall be duly elected (or appointed) and qualified. 4 {PAGE} 1.02 Effective Time. The Merger shall become effective upon the time specified in the articles of merger in accordance with Section 14-2-1105 of the GBCC and Section 5/11.40 of the IBCA. Subject to the terms of this Agreement, the parties shall cause the Merger to become effective (a) on a day within ten Business Days after the last of the conditions set forth in Article 6 (other than conditions relating solely to the delivery of documents dated the Closing Date) shall have been satisfied or waived in accordance with the terms of this Agreement (or, at the election of the Acquiror, on the last Business Day of the month in which such day occurs), or (b) on such date as the parties may agree in writing (the "Closing Date"). ARTICLE 2 CONSIDERATION 2.01 Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or the holder of any shares of the Acquiror Sub's common stock: (a) each share of Company Common Stock outstanding immediately prior to the Effective Time (other than Treasury Shares and Dissenters' Shares) shall be converted into the right to receive consideration comprising $20.25 in cash (the "Consideration"), and, at the Effective Time, the shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and cease to exist, and from and after the Effective Time, certificates representing Company Common Stock immediately prior to the Effective Time shall be deemed for all purposes to represent the Consideration pursuant to this Section 2.01(a); (b) each share of Acquiror Sub common stock issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $1.00 per share, of the Surviving Corporation; and (c) each Company Stock Award issued and outstanding immediately prior the Effective Time shall, as applicable, be converted into the right to receive the payment specified in Section 2.05 or terminated as described in Section 2.05. (d) each share of Company Common Stock held as Treasury Shares or Dissenters' Shares immediately prior to the Effective Time shall be canceled and retired at the Effective Time and, except as set forth in Section 2.04 with respect to Dissenters' Shares, no consideration shall be issued in exchange therefor. 2.02 Rights as Shareholders; Stock Transfers. At the Effective Time, holders of Company Common Stock (other than holders of Dissenters' Shares, if applicable) shall cease to be, and shall have no rights as, shareholders of the Company, other than to receive any dividend or other distribution with respect to such Company Common Stock with a record date occurring prior to the Effective Time and the right to receive Consideration provided under this Article 2. After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock. 2.03 Payment for Shares. Acquiror shall make available or cause to be made available to such bank as the Acquiror shall appoint (and shall be reasonably acceptable to the Company), as paying agent (the "Paying Agent"), amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments of Consideration to holders of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of outstanding shares of Company Common Stock a form (mutually agreed to by the Acquiror and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause the Paying Agent 5 {PAGE} to pay to each Person entitled thereto a check in the amount of the Consideration to which such Person is entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on any amount payable upon the surrender of any such certificate. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered be properly endorsed or otherwise in proper form for transfer and that the Person 292265	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Sonnenschein Nath – Attention: John D. Blackburn, Chief Executive Officer Facsimile: (309) 821-4828 With a copy to: Todd R. Eskelsen, Esq. Paul Harman, General Counsel Sonnenschein Nath & Rosenthal COUNTRY Life Insurance Company 1301 K Street, N.W. 1701 N. Towanda Avenue Suite 60, East Tower Bloomington, Illinois 60701 Washington, _____________ dt 241540 ; Citibank Citibank, NA As referenced in this Agreement and Plan of Merger: Citibank N.A. – attorneys' fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of Citibank N.A. in effect on the date such payment was required to be made plus two percent. ARTICLE 8 MISCELLANEOUS 8.01 Survival. None _____________ dt 249069 ; Cotton States Cotton States Life Insurance Co. ( Life Insurance ) ;	Suntrust Capital Suntrust Capital Markets, Inc. ( Financial ) As referenced in this Agreement and Plan of Merger: SunTrust Capital Markets, – par value, of the Company. "Company's Disclosure Letter" has the meaning assigned in the preamble of Article 3. "Company Financial Advisor" means SunTrust Capital Markets, Inc. "Company Financial Statements" means the consolidated financial statements of the Company included in the Form 10-Ks for the years ended _____________ dt 251727 ; Troutman Sanders Troutman Sanders ( Legal ) As referenced in this Agreement and Plan of Merger: Troutman Sanders – Parkway, N.E. Atlanta, GA 30346 Attention: J. Ridley Howard, Chairman Facsimile: (770) 391-8710 With a copy to: Thomas O. Powell, Esq. Troutman Sanders LLP 600 Peachtree, N.E., Suite 5200 Atlanta, GA 30308-2216 Facsimile: (404) 962-6658 If to the Acquiror, or Acquiror Sub, to: _____________ dt 241676 ; More...
Preview Full Doc	2001	Agreement and Plan of Merger Agreement and Plan of Merger (146K) Doc #293425: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER among Aon Corporation, Holdco #1, Inc., Holdco #2, Inc., Ryan Holding Corporation of Illinois, Ryan Enterprises Corporation of Illinois, Patrick G. Ryan, Shirley W. Ryan, and the Stockholders of Ryan Holding Corporation of Illinois and Ryan Enterprises Corporation of Illinois Dated July 16, 2001 {PAGE} TABLE OF CONTENTS {TABLE} Page ---- {S} {C} AGREEMENT AND PLAN OF MERGER.......................................................................................1 ARTICLE I THE MERGER...............................................................................................2 SECTION 1.1. The Mergers; Surviving Corporations..........................................................2 SECTION 1.2. Effect of the Mergers........................................................................2 SECTION 1.3. Certificates of Incorporation of the Surviving Corporations..................................2 SECTION 1.4. Bylaws of the Surviving Corporations.........................................................2 SECTION 1.5. Board of Directors and Officers of the Surviving Corporations................................3 SECTION 1.6. Effective Time of the Mergers................................................................3 ARTICLE II CONVERSION OF SHARES....................................................................................3 SECTION 2.1. Conversion of Capital Stock..................................................................3 SECTION 2.2. No Fractional Shares.........................................................................5 SECTION 2.3. Transfer of Aon Common Stock.................................................................5 SECTION 2.4. No Further Ownership Rights in the Companies.................................................6 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE HOLDING COMPANIES AND THE RYAN FAMILY MEMBERS....................6 SECTION 3.1. Organization and Authority; Qualification....................................................6 SECTION 3.2. No Subsidiaries; Investments.................................................................7 SECTION 3.3. Reorganization...............................................................................7 SECTION 3.4. Authorization................................................................................7 SECTION 3.5. No Violation.................................................................................8 SECTION 3.6. Capitalization of the Companies..............................................................8 SECTION 3.7. Ownership of Aon Common Stock................................................................9 SECTION 3.8. Consents and Approvals.......................................................................9 SECTION 3.9. Books and Records............................................................................9 SECTION 3.10. Financial Statements........................................................................10 SECTION 3.11. Absence of Certain Changes..................................................................11 SECTION 3.12. Absence of Undisclosed Liabilities..........................................................11 SECTION 3.13. Compliance with Applicable Law..............................................................11 SECTION 3.14. Litigation..................................................................................11 SECTION 3.15. Contracts...................................................................................11 SECTION 3.16. Employee Benefit Plans......................................................................12 SECTION 3.17. Environmental Matters.......................................................................12 SECTION 3.18. Taxes.......................................................................................13 SECTION 3.19. Labor Matters...............................................................................14 SECTION 3.20. Bank Accounts...............................................................................14 SECTION 3.21. Real Estate; Personal Property..............................................................14 SECTION 3.22. Names.......................................................................................14 SECTION 3.23. Disclosure..................................................................................14 i {PAGE} ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE RYAN FAMILY MEMBERS...............................................15 SECTION 4.1. Authorization................................................................................15 SECTION 4.2. No Violation.................................................................................16 SECTION 4.3. Consents and Approvals.......................................................................16 SECTION 4.4. Investment Representation....................................................................16 SECTION 4.5. Waiver of Notice of Appraisal Rights........................................................17 SECTION 4.6. Tax Matters..................................................................................17 ARTICLE V REPRESENTATIONS AND WARRANTIES OF AON AND THE SUBS.......................................................17 SECTION 5.1. Organization and Qualification...............................................................17 SECTION 5.2. Authorization................................................................................17 SECTION 5.3. No Violation.................................................................................17 SECTION 5.4. Capitalization of Aon........................................................................18 SECTION 5.5. Consents and Approvals.......................................................................18 ARTICLE VI COVENANTS...............................................................................................18 SECTION 6.1. Representations and Warranties; Conduct of Business of the Companies Prior to the Effective Time....................................................................................18 SECTION 6.2. All Reasonable Efforts.......................................................................19 SECTION 6.3. Consents and Approvals.......................................................................19 SECTION 6.4. Public Announcements.........................................................................19 SECTION 6.5. Disclosure Supplements.......................................................................19 SECTION 6.6. Payment of Transaction Expenses..............................................................19 293425	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Sonnenschein Nath – to: Aon Corporation 123 North Wacker Drive Chicago, Illinois 60606 Attn: Raymond Skilling, Chief Counsel Telecopy: (312) 701-2348 with a copy to: Sonnenschein Nath & Rosenthal 8000 Sears Tower 233 S. Wacker Drive Chicago, Illinois 60606 Attn: Donald G. Lubin, Esq. Telecopy: (312) 876-7934 (b) if _____________ dt 241553 ; Aon Aon Corp. ( Insurance ) ; Sidley Austin Sidley Austin Brown & Wood LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Sidley Austin – Exhibit N Form of Letter of Ernst & Young LLP regarding financial accounting matters (Section 7.2(g)) Exhibit O Form of Opinion of Sidley Austin Brown & Wood (Section 7.2(h)) {/TABLE} iv {PAGE} {TABLE} {CAPTION} SCHEDULES --------- {S} {C} SCHEDULE 3.1. List of Jurisdictions Where Licensed _____________ Sidley Austin – the "CLOSING") of the transactions contemplated by this Agreement is taking place concurrently with the execution and delivery hereof at the offices of Sidley Austin Brown & Wood, Bank One Plaza, Chicago, Illinois 60603, at 10:00 a.m., local time, on the date hereof (the "CLOSING DATE"). ( _____________ Sidley Austin – of each of the Companies, in the form set forth on EXHIBIT N attached hereto regarding certain tax matters. (h) At the Closing, Sidley Austin Brown & Wood is delivering to Aon, an opinion letter, addressed to Aon and dated as of the Closing Date, in the form _____________ Sidley Austin – to the Representative: Patrick G. Ryan 123 North Wacker Drive, Suite 900 Chicago, Illinois 60606 Telecopy: (312) 701-3030 with a copy to: Sidley Austin Brown & Wood Bank One Plaza 10 South Dearborn Street Chicago, Illinois 60603 Attn: Dennis V. Osimitz Telecopy: (312) 853-7036 SECTION 9. _____________ dt 242460 ;	Holdco #1, Inc.; Holdco #2, Inc.; More...
Preview Full Doc	2000	Agreement and Plan of Merger Agreement and Plan of Merger (191K) Doc #363056: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER among UNITED TECHNOLOGIES CORPORATION, SOLAR ACQUISITION CORP. and SPECIALTY EQUIPMENT COMPANIES, INC. dated as of October 13, 2000 ================================================================================ {PAGE} Table of Contents {TABLE} {CAPTION} Page No. --- {S} {C} ARTICLE I THE OFFER............................................................................................2 Section 1.01. The Offer..................................................................................2 Section 1.02. Company Action.............................................................................3 Section 1.03. Directors..................................................................................4 ARTICLE II THE MERGER..........................................................................................5 Section 2.01. The Merger.................................................................................5 Section 2.02. Closing; Effective Time....................................................................5 Section 2.03. Effect of the Merger.......................................................................6 Section 2.04. Certificate of Incorporation; By-Laws; Directors and Officers..............................6 Section 2.05. Conversion of Shares.......................................................................6 Section 2.06. Dissenting Shares..........................................................................7 Section 2.07. Surrender of Shares; Stock Transfer Books..................................................7 Section 2.08. Stock Plans................................................................................9 ARTICLE III REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER.................................................................................9 Section 3.01. Corporate Organization.....................................................................9 Section 3.02. Authority Relative to this Agreement.......................................................9 Section 3.03. No Conflict; Required Filings and Consents................................................10 Section 3.04. Financing Arrangements....................................................................10 Section 3.05. Brokers...................................................................................10 Section 3.06. Offer Documents; Proxy Statement..........................................................10 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY......................................................11 Section 4.01. Organization and Qualification; Subsidiaries..............................................11 Section 4.02. Capitalization............................................................................12 Section 4.03. Authority Relative to this Agreement......................................................13 Section 4.04. No Conflict; Required Filings and Consents................................................13 Section 4.05. SEC Filings; Financial Statements.........................................................14 Section 4.06. Absence of Certain Changes or Events......................................................14 Section 4.07. Litigation................................................................................15 Section 4.08. Employee Benefit Plans....................................................................15 Section 4.09. Labor and Employment......................................................................18 {/TABLE} -i- {PAGE} {TABLE} {CAPTION} {S} {C} Section 4.10. Environmental Matters.....................................................................18 Section 4.11. Licenses and Permits; Compliance with Laws................................................18 Section 4.12. Taxes.....................................................................................18 Section 4.13. Offer Documents; Proxy Statement..........................................................19 Section 4.14. Brokers...................................................................................20 Section 4.15. Takeover Statutes.........................................................................20 Section 4.16. Opinion of Financial Advisor..............................................................20 Section 4.17. Material Contracts........................................................................20 Section 4.18. Real Property.............................................................................21 Section 4.19. Intellectual Property.....................................................................21 Section 4.20. Related Party Transactions................................................................22 Section 4.21. Required Vote of Company Stockholders.....................................................23 ARTICLE V COVENANTS...........................................................................................23 Section 5.01. Conduct of Business by the Company Pending the Closing....................................23 Section 5.02. No Solicitation...........................................................................26 Section 5.03. Access to Information.....................................................................28 Section 5.04. Stockholders Approval of the Merger.......................................................28 Section 5.05. Proxy Statement...........................................................................28 Section 5.06. Public Announcements......................................................................29 Section 5.07. Reasonable Best Efforts; Cooperation......................................................29 Section 5.08. Indemnification...........................................................................29 Section 5.09. Takeover Statutes.........................................................................30 Section 5.10. Employee Benefits.........................................................................30 Section 5.11. Notification of Certain Matters...........................................................31 Section 5.12. Subsequent Filings........................................................................31 ARTICLE VI CONDITIONS TO THE MERGER...........................................................................31 Section 6.01. Conditions................................................................................31 363056	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Sonnenschein Nath – specified by the parties, which shall be no later than the second business day after satisfaction or waiver of the conditions set forth in Article VI, at the offices of Sonnenschein Nath & ---------- Rosenthal, 8000 Sears Tower, Chicago, Illinois 60606, unless another date, time or place is agreed to in writing between Parent and the Company. The date on which the Closing _____________ Sonnenschein Nath – 3999 (b) If to the Company: Specialty Equipment Companies, Inc. 1245 Corporate Blvd., Suite 401 Aurora, Illinois 60504 Attention: Jeffrey P. Rhodenbaugh Facsimile: (630) 585-9450 With a copy to: Sonnenschein Nath & Rosenthal 8000 Sears Tower Chicago, Illinois 60606 Attention: Andrew L. Weil Michael D. Rosenthal Facsimile: (312) 876-7934 Section 8.08. Governing Law. This Agreement shall be governed by, _____________ dt 797589 ; Citibank Citibank, NA As referenced in this Agreement and Plan of Merger: Citibank N.A. – may be, its costs and expenses (including attorneys' fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of Citibank N.A. in effect on the date such payment was required to be made. Section 7.03. Amendment. Subject to Section 1.03, this Agreement may be --------- ------------ amended by the parties _____________ dt 803509 ;	UTC United Technologies Corp. ( Conglomerates ) ; Cleary Gottlieb Cleary, Gottlieb, Steen & Hamilton ( Legal ) As referenced in this Agreement and Plan of Merger: Cleary, Gottlieb – notice): (a) If to Parent or Purchaser: United Technologies Corporation United Technologies Building One Financial Plaza Hartford, Connecticut 06101 Attention: General Counsel Facsimile: 860-728-7862 With a copy to: Cleary, Gottlieb , Steen & Hamilton One Liberty Plaza New York, NY 10006 Attention: Christopher E. Austin Facsimile: (212) 225-3999 (b) If to the Company: Specialty Equipment Companies, Inc. 1245 Corporate Blvd., _____________ dt 789340
Preview Full Doc	2002	Agreement and Plan of Merger Agreement and Plan of Merger (205K) Doc #405939: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER BY AND AMONG INTERLAND, INC., PANTHERCUB ACQUISITION CORPORATION, INNERHOST, INC. SPIRE CAPITAL PARTNERS, L.P., SPIRE INVESTMENT, L.L.C., WALLER-SUTTON MEDIA PARTNERS, L.P. AND EACH OF THE OTHER STOCKHOLDERS SET FORTH ON EXHIBIT A HERETO AUGUST 30, 2002 {PAGE} TABLE OF CONTENTS [TO BE INSERTED] {PAGE} THIS AGREEMENT AND PLAN OF MERGER is entered into as of August 30, 2002 (this "Agreement") by and among INTERLAND, INC., a Minnesota corporation (the "Parent"), PANTHERCUB ACQUISITION CORPORATION, a Florida corporation (the "Purchaser"), iNNERHOST, INC., a Florida corporation (the "Company") and SPIRE CAPITAL PARTNERS, L.P., SPIRE INVESTMENT, L.L.C., WALLER-SUTTON MEDIA PARTNERS, L.P. and each of the other stockholders of the Company, set forth on Exhibit A hereto (each, a "Stockholder" and collectively, the "Stockholders"). W I T N E S S E T H WHEREAS, the respective Boards of Directors of the Parent and the Purchaser deem it to be advisable and in the best interests of their respective stockholders, and the Board of Directors of the Company and each of the Stockholders deem it to be advisable and in the best interests of the Stockholders, to effect the merger of the Purchaser with and into the Company (the "Merger") upon the terms and conditions provided for in this Agreement; WHEREAS, the Board of Directors of the Company and each of the Stockholders have unanimously approved the Merger and have, and do hereby, approve and adopt this Agreement and the Merger all in accordance with the FBCA. NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants and promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by all parties, the parties hereto agree as follows: ARTICLE 1 DEFINITIONS Section 1.1 Definitions. The following terms shall have the following meanings in this Agreement. "ACCOUNT" means a shared or dedicated website hosting or related account of the Company as of the Closing Date. "ACCOUNT AGREEMENT" means an agreement between the Company and an Account Owner with respect to an Account, that is in a form materially no less favorable to the Company than the forms of agreement identified on Section 3.16(a) of the Disclosure Schedule. "ACCOUNT OWNER" means the Person obligated to pay the Account website hosting fees to the Company. "ADJUSTED PURCHASE PRICE" means, as of any date of calculation thereof, the Purchase Price, as adjusted pursuant to Section 2.7(b)(ii), less any amounts paid or the amount of any indemnification claims pending pursuant to Articles VII or X, but without taking into account the effect of the provisions of Section 2.7(c). {PAGE} "AFFILIATE" means, with respect to any Person, any other Person which directly or indirectly controls, is controlled by or is under common control with such Person. "BASE PORTION" shall mean the Adjusted Purchase Price minus the Excess Portion. "BUSINESS" means all of the functions, operations, procedures, practices and other activities that are conducted by the Company and its Affiliates (including any supporting or related activities conducted by such Affiliates) in connection with shared and dedicated web hosting and related services. "CALCULATION PERIOD" means the period from August 1, 2002 through October 31, 2002. "CLEANUP" means all actions taken to: (a) clean up, remove or treat Hazardous Materials in the environment; (b) prevent the Release of Hazardous Materials so that they do not endanger the environment; (c) respond to any governmental demands for information or documents relating to cleanup, removal or treatment of Hazardous Materials in the environment. "CLOSING DATE VALUATION" means the amount of $2.94, constituting the average closing price of the Parent Shares as reported by NASDAQ for the twenty (20) trading days ending two (2) business days prior to the Closing Date. "COMPANY SHARES" means the Preferred Stock and the Common Stock of the Company held by the Stockholders. "CURRENT LIABILITIES" means all items which, in accordance with GAAP, would be classified as current liabilities. "DEDICATED AND OTHER BUSINESS" means the Company's operation of the Business as it relates to "dedicated" web hosting Accounts (which for all purposes includes the revenues received by the Company from its "dedicated" web hosting Accounts, as well as its "partner" and "other" Accounts, as well as all "set-up fees," all as itemized and disclosed on the Company's monthly profit and loss statements). "ENVIRONMENTAL LAWS" means all present federal, state and local laws, statutes, ordinances, rules, regulations, orders, policies and determinations of any governmental authority, pertaining to health, protection of the environment, natural resources, conservation, wildlife, waste management, regulation of activities involving Hazardous Materials, particulate emissions and pollution, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C.ss.9601 et seq., the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C.ss.9061(2)(D), the Resource Conservation and Recovery Act, 42 U.S.C.ss.6901 et seq., the Federal Water Pollution Control Act, as amended by the Clean Water Act, 33 U.S.C.ss.1251 et seq., the Clean Air Act, 42 U.S.C.ss.7401 et seq., and the Toxic Substances Control Act, 15 U.S.C.ss.2601 et seq., as amended, and any state or local counterpart of each such statute or regulation. "ESCROW AGREEMENT" means the agreement annexed hereto as Exhibit B. 2 {PAGE} "ESCROW AMOUNT" means any Parent Shares and cash that shall be deposited in escrow pursuant to the provisions of Section 2.7(b)(iii), which shall be held pursuant to the terms and conditions of the Escrow Agreement. "EXCESS PORTION" means the amount by which the Adjusted Purchase Price shall exceed $17,100,000. "FBCA" means the Florida Business Corporation Act. "FORFEITURE CASH" means the sum of $523,361, which constitutes 30% of the Other Stockholders Cash Amount payable to the Other Stockholders pursuant to Section 2.7(b)(i), as part of the Closing Date Payment. "FORFEITURE DATE" for any Parent Share, means the date on which it is finally determined that such share is not subject to forfeiture under Section 2.7(b)(ii). "FORFEITURE SHARES" means 1,608,830 of the Parent Shares issuable to the Investor Stockholders pursuant to Section 2.7(b)(i), as part of the Closing Date Payment. "GAAP" means United States generally accepted accounting principles, consistently applied. "HAZARDOUS MATERIAL" means any hazardous substance, hazardous or toxic waste, hazardous material, pollutant or contaminant, as those or similar terms are used in the Environmental Laws, including asbestos and asbestos-related products, chlorofluorocarbons, oils or petroleum-derived compounds, polychlorinated biphenyls, pesticides, radon, mold or other potentially harmful indoor air contaminants. "HISTORICAL ANNUALIZED REVENUE" means six (6) times the actual revenue of the Company from the Shared Business or the Dedicated and Other Business, as applicable, accrued under GAAP in respect of the period June 1, 2002 through July 31, 2002, which the parties agree is $9,844,926. "INITIAL SHARES" means 2,078,025 of the Parent Shares issuable to the Investor Stockholders pursuant to Section 2.7(b)(i), as part of the Closing Date Payment. "INVESTOR STOCKHOLDERS" means Spire Capital Partners, L.P., Spire Investment, LLC and Waller-Sutton Media Partners, L.P. 405939	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Sonnenschein Nath – and subject to the conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the "Closing") will take place on August 30, 2002 at the offices of Sonnenschein Nath & Rosenthal, 30 Rockefeller Plaza, New York, New York 10112 or at such other time or at such other place as shall be agreed upon by the parties. The date _____________ Sonnenschein Nath – this subsection. At least thirty (30) days prior to destroying any of said files, lists and records, the Surviving Corporation shall give notice of its intention to do so to Sonnenschein Nath & Rosenthal and counsel to the Company (at the addresses set forth in Section 11.1(a)). If such counsel shall notify the Surviving Corporation that the Stockholders' Representative wishes _____________ Sonnenschein Nath – Stockholders or the Stockholders' Representative, to Spire Capital Management 30 Rockefeller Plaza, Suite 4200 New York, NY 10112 Attention: Richard H. Patterson Telecopy: (212) 218-5455 with a copy to Sonnenschein Nath & Rosenthal 1221 Avenue of the Americas New York, NY 10020 Attention: Paul A. Gajer Telecopy: (212) 398-5245 and Berger Singerman 200 South Biscayne Boulevard, Suite 1000 Miami, FL _____________ dt 1008248 ; Interland Interland, Inc. ( Communications Services ) As referenced in this Agreement and Plan of Merger: INTERLAND, INC – {DOCUMENT} {TYPE}EX-2.08 {SEQUENCE}3 {FILENAME}interlands3a902ex208.txt {DESCRIPTION}AGREEMENT AND PLAN OF MERGER {TEXT} EXHIBIT 2.08 ================================================================================ AGREEMENT AND PLAN OF MERGER BY AND AMONG INTERLAND, INC ., PANTHERCUB ACQUISITION CORPORATION, INNERHOST, INC. SPIRE CAPITAL PARTNERS, L.P., SPIRE INVESTMENT, L.L.C., WALLER-SUTTON MEDIA PARTNERS, L.P. AND EACH OF THE OTHER STOCKHOLDERS SET FORTH _____________ INTERLAND, INC – AUGUST 30, 2002 {PAGE} TABLE OF CONTENTS [TO BE INSERTED] {PAGE} THIS AGREEMENT AND PLAN OF MERGER is entered into as of August 30, 2002 (this "Agreement") by and among INTERLAND, INC ., a Minnesota corporation (the "Parent"), PANTHERCUB ACQUISITION CORPORATION, a Florida corporation (the "Purchaser"), iNNERHOST, INC., a Florida corporation (the "Company") and SPIRE CAPITAL PARTNERS, L.P., SPIRE INVESTMENT, L. _____________ Interland, Inc – 2002, which restricts the transfer of the shares, except in accordance with the provisions of such agreement. A copy of such agreement may be inspected at the principal office of Interland, Inc ." ; provided, however, that the parties agree that each Investor Stockholder shall be entitled to require the Parent to remove the second legend from the certificates representing any of its _____________ Interland, Inc – A. One South East Third Avenue Miami, FL 33133-1714 Attention: Carlos J. Deupi Telecopy: (305) 374-5095 (b) if to the Purchaser, the Parent or the Surviving Corporation, to Interland, Inc . 303 Peachtree Center Avenue, Suite 500 Atlanta, Georgia 30303 Attention: Chief Executive Officer Telecopy; (404) 260-2681 with a copy to the same address to the attention of the _____________ INTERLAND, INC – WITNESS WHEREOF, the parties hereto have caused this AGREEMENT AND PLAN OF MERGER to be signed by their respective officers thereunto duly authorized, as of the date first written above. INTERLAND, INC . By: /s/ Allen L. Shulman ------------------------------------------- Name: Allen L.Shulman Title: Vice President General Counsel PANTHERCUB ACQUISITION CORPORATION By: /s/ Allen L. Shulman ------------------------------------------- Name: Allen L.Shulman Title: President [Signatures _____________ dt 1352704 ;	Akerman Akerman Senterfitt ( Legal ) As referenced in this Agreement and Plan of Merger: Akerman, Senterfitt – no claim, action, suit, complaint, arbitration, mediation, investigation, demand or other proceeding (each, a "Proceeding") pending or, to the Knowledge of the Company, after due inquiry of its outside counsel Akerman, Senterfitt & Eidson, threatened against or affecting the Company or the Business, by any Person. (b) There are no outstanding Orders or settlements applicable to the Company or the Business that _____________ Akerman, Senterfitt – 10020 Attention: Paul A. Gajer Telecopy: (212) 398-5245 and Berger Singerman 200 South Biscayne Boulevard, Suite 1000 Miami, FL 33131-2385 Attention: Daniel Lampert Telecopy: (305) 714-4340 and Akerman, Senterfitt & Eidson, P.A. One South East Third Avenue Miami, FL 33133-1714 Attention: Carlos J. Deupi Telecopy: (305) 374-5095 (b) if to the Purchaser, the Parent or the _____________ dt 1041849
Preview Full Doc	2002	Agreement and Plan of Merger Agreement and Plan of Merger (205K) Doc #405944: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER BY AND AMONG INTERLAND, INC., PANTHERCUB ACQUISITION CORPORATION, INNERHOST, INC. SPIRE CAPITAL PARTNERS, L.P., SPIRE INVESTMENT, L.L.C., WALLER-SUTTON MEDIA PARTNERS, L.P. AND EACH OF THE OTHER STOCKHOLDERS SET FORTH ON EXHIBIT A HERETO AUGUST 30, 2002 {PAGE} TABLE OF CONTENTS [TO BE INSERTED] {PAGE} THIS AGREEMENT AND PLAN OF MERGER is entered into as of August 30, 2002 (this "Agreement") by and among INTERLAND, INC., a Minnesota corporation (the "Parent"), PANTHERCUB ACQUISITION CORPORATION, a Florida corporation (the "Purchaser"), iNNERHOST, INC., a Florida corporation (the "Company") and SPIRE CAPITAL PARTNERS, L.P., SPIRE INVESTMENT, L.L.C., WALLER-SUTTON MEDIA PARTNERS, L.P. and each of the other stockholders of the Company, set forth on Exhibit A hereto (each, a "Stockholder" and collectively, the "Stockholders"). W I T N E S S E T H WHEREAS, the respective Boards of Directors of the Parent and the Purchaser deem it to be advisable and in the best interests of their respective stockholders, and the Board of Directors of the Company and each of the Stockholders deem it to be advisable and in the best interests of the Stockholders, to effect the merger of the Purchaser with and into the Company (the "Merger") upon the terms and conditions provided for in this Agreement; WHEREAS, the Board of Directors of the Company and each of the Stockholders have unanimously approved the Merger and have, and do hereby, approve and adopt this Agreement and the Merger all in accordance with the FBCA. NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants and promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by all parties, the parties hereto agree as follows: ARTICLE 1 DEFINITIONS Section 1.1 Definitions. The following terms shall have the following meanings in this Agreement. "ACCOUNT" means a shared or dedicated website hosting or related account of the Company as of the Closing Date. "ACCOUNT AGREEMENT" means an agreement between the Company and an Account Owner with respect to an Account, that is in a form materially no less favorable to the Company than the forms of agreement identified on Section 3.16(a) of the Disclosure Schedule. "ACCOUNT OWNER" means the Person obligated to pay the Account website hosting fees to the Company. "ADJUSTED PURCHASE PRICE" means, as of any date of calculation thereof, the Purchase Price, as adjusted pursuant to Section 2.7(b)(ii), less any amounts paid or the amount of any indemnification claims pending pursuant to Articles VII or X, but without taking into account the effect of the provisions of Section 2.7(c). {PAGE} "AFFILIATE" means, with respect to any Person, any other Person which directly or indirectly controls, is controlled by or is under common control with such Person. "BASE PORTION" shall mean the Adjusted Purchase Price minus the Excess Portion. "BUSINESS" means all of the functions, operations, procedures, practices and other activities that are conducted by the Company and its Affiliates (including any supporting or related activities conducted by such Affiliates) in connection with shared and dedicated web hosting and related services. "CALCULATION PERIOD" means the period from August 1, 2002 through October 31, 2002. "CLEANUP" means all actions taken to: (a) clean up, remove or treat Hazardous Materials in the environment; (b) prevent the Release of Hazardous Materials so that they do not endanger the environment; (c) respond to any governmental demands for information or documents relating to cleanup, removal or treatment of Hazardous Materials in the environment. "CLOSING DATE VALUATION" means the amount of $2.94, constituting the average closing price of the Parent Shares as reported by NASDAQ for the twenty (20) trading days ending two (2) business days prior to the Closing Date. "COMPANY SHARES" means the Preferred Stock and the Common Stock of the Company held by the Stockholders. "CURRENT LIABILITIES" means all items which, in accordance with GAAP, would be classified as current liabilities. "DEDICATED AND OTHER BUSINESS" means the Company's operation of the Business as it relates to "dedicated" web hosting Accounts (which for all purposes includes the revenues received by the Company from its "dedicated" web hosting Accounts, as well as its "partner" and "other" Accounts, as well as all "set-up fees," all as itemized and disclosed on the Company's monthly profit and loss statements). "ENVIRONMENTAL LAWS" means all present federal, state and local laws, statutes, ordinances, rules, regulations, orders, policies and determinations of any governmental authority, pertaining to health, protection of the environment, natural resources, conservation, wildlife, waste management, regulation of activities involving Hazardous Materials, particulate emissions and pollution, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C.ss.9601 et seq., the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C.ss.9061(2)(D), the Resource Conservation and Recovery Act, 42 U.S.C.ss.6901 et seq., the Federal Water Pollution Control Act, as amended by the Clean Water Act, 33 U.S.C.ss.1251 et seq., the Clean Air Act, 42 U.S.C.ss.7401 et seq., and the Toxic Substances Control Act, 15 U.S.C.ss.2601 et seq., as amended, and any state or local counterpart of each such statute or regulation. "ESCROW AGREEMENT" means the agreement annexed hereto as Exhibit B. 2 {PAGE} "ESCROW AMOUNT" means any Parent Shares and cash that shall be deposited in escrow pursuant to the provisions of Section 2.7(b)(iii), which shall be held pursuant to the terms and conditions of the Escrow Agreement. "EXCESS PORTION" means the amount by which the Adjusted Purchase Price shall exceed $17,100,000. "FBCA" means the Florida Business Corporation Act. "FORFEITURE CASH" means the sum of $523,361, which constitutes 30% of the Other Stockholders Cash Amount payable to the Other Stockholders pursuant to Section 2.7(b)(i), as part of the Closing Date Payment. "FORFEITURE DATE" for any Parent Share, means the date on which it is finally determined that such share is not subject to forfeiture under Section 2.7(b)(ii). "FORFEITURE SHARES" means 1,608,830 of the Parent Shares issuable to the Investor Stockholders pursuant to Section 2.7(b)(i), as part of the Closing Date Payment. "GAAP" means United States generally accepted accounting principles, consistently applied. "HAZARDOUS MATERIAL" means any hazardous substance, hazardous or toxic waste, hazardous material, pollutant or contaminant, as those or similar terms are used in the Environmental Laws, including asbestos and asbestos-related products, chlorofluorocarbons, oils or petroleum-derived compounds, polychlorinated biphenyls, pesticides, radon, mold or other potentially harmful indoor air contaminants. "HISTORICAL ANNUALIZED REVENUE" means six (6) times the actual revenue of the Company from the Shared Business or the Dedicated and Other Business, as applicable, accrued under GAAP in respect of the period June 1, 2002 through July 31, 2002, which the parties agree is $9,844,926. "INITIAL SHARES" means 2,078,025 of the Parent Shares issuable to the Investor Stockholders pursuant to Section 2.7(b)(i), as part of the Closing Date Payment. "INVESTOR STOCKHOLDERS" means Spire Capital Partners, L.P., Spire Investment, LLC and Waller-Sutton Media Partners, L.P. 405944	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Sonnenschein Nath – and subject to the conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the "Closing") will take place on August 30, 2002 at the offices of Sonnenschein Nath & Rosenthal, 30 Rockefeller Plaza, New York, New York 10112 or at such other time or at such other place as shall be agreed upon by the parties. The date _____________ Sonnenschein Nath – this subsection. At least thirty (30) days prior to destroying any of said files, lists and records, the Surviving Corporation shall give notice of its intention to do so to Sonnenschein Nath & Rosenthal and counsel to the Company (at the addresses set forth in Section 11.1(a)). If such counsel shall notify the Surviving Corporation that the Stockholders' Representative wishes _____________ Sonnenschein Nath – Stockholders or the Stockholders' Representative, to Spire Capital Management 30 Rockefeller Plaza, Suite 4200 New York, NY 10112 Attention: Richard H. Patterson Telecopy: (212) 218-5455 with a copy to Sonnenschein Nath & Rosenthal 1221 Avenue of the Americas New York, NY 10020 Attention: Paul A. Gajer Telecopy: (212) 398-5245 and Berger Singerman 200 South Biscayne Boulevard, Suite 1000 Miami, FL _____________ dt 1008251 ; Interland Interland, Inc. ( Communications Services ) As referenced in this Agreement and Plan of Merger: INTERLAND, INC – {DOCUMENT} {TYPE}EX-2.08 {SEQUENCE}3 {FILENAME}interlands3a902ex208.txt {DESCRIPTION}AGREEMENT AND PLAN OF MERGER {TEXT} EXHIBIT 2.08 ================================================================================ AGREEMENT AND PLAN OF MERGER BY AND AMONG INTERLAND, INC ., PANTHERCUB ACQUISITION CORPORATION, INNERHOST, INC. SPIRE CAPITAL PARTNERS, L.P., SPIRE INVESTMENT, L.L.C., WALLER-SUTTON MEDIA PARTNERS, L.P. AND EACH OF THE OTHER STOCKHOLDERS SET FORTH _____________ INTERLAND, INC – AUGUST 30, 2002 {PAGE} TABLE OF CONTENTS [TO BE INSERTED] {PAGE} THIS AGREEMENT AND PLAN OF MERGER is entered into as of August 30, 2002 (this "Agreement") by and among INTERLAND, INC ., a Minnesota corporation (the "Parent"), PANTHERCUB ACQUISITION CORPORATION, a Florida corporation (the "Purchaser"), iNNERHOST, INC., a Florida corporation (the "Company") and SPIRE CAPITAL PARTNERS, L.P., SPIRE INVESTMENT, L. _____________ Interland, Inc – 2002, which restricts the transfer of the shares, except in accordance with the provisions of such agreement. A copy of such agreement may be inspected at the principal office of Interland, Inc ." ; provided, however, that the parties agree that each Investor Stockholder shall be entitled to require the Parent to remove the second legend from the certificates representing any of its _____________ Interland, Inc – A. One South East Third Avenue Miami, FL 33133-1714 Attention: Carlos J. Deupi Telecopy: (305) 374-5095 (b) if to the Purchaser, the Parent or the Surviving Corporation, to Interland, Inc . 303 Peachtree Center Avenue, Suite 500 Atlanta, Georgia 30303 Attention: Chief Executive Officer Telecopy; (404) 260-2681 with a copy to the same address to the attention of the _____________ INTERLAND, INC – WITNESS WHEREOF, the parties hereto have caused this AGREEMENT AND PLAN OF MERGER to be signed by their respective officers thereunto duly authorized, as of the date first written above. INTERLAND, INC . By: /s/ Allen L. Shulman ------------------------------------------- Name: Allen L.Shulman Title: Vice President General Counsel PANTHERCUB ACQUISITION CORPORATION By: /s/ Allen L. Shulman ------------------------------------------- Name: Allen L.Shulman Title: President [Signatures _____________ dt 1352709 ;	Akerman Akerman Senterfitt ( Legal ) As referenced in this Agreement and Plan of Merger: Akerman, Senterfitt – no claim, action, suit, complaint, arbitration, mediation, investigation, demand or other proceeding (each, a "Proceeding") pending or, to the Knowledge of the Company, after due inquiry of its outside counsel Akerman, Senterfitt & Eidson, threatened against or affecting the Company or the Business, by any Person. (b) There are no outstanding Orders or settlements applicable to the Company or the Business that _____________ Akerman, Senterfitt – 10020 Attention: Paul A. Gajer Telecopy: (212) 398-5245 and Berger Singerman 200 South Biscayne Boulevard, Suite 1000 Miami, FL 33131-2385 Attention: Daniel Lampert Telecopy: (305) 714-4340 and Akerman, Senterfitt & Eidson, P.A. One South East Third Avenue Miami, FL 33133-1714 Attention: Carlos J. Deupi Telecopy: (305) 374-5095 (b) if to the Purchaser, the Parent or the _____________ dt 1041850
Preview Full Doc	2003	Agreement and Plan of Merger Agreement and Plan of Merger (263K) Doc #879601: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER AMONG RACING CHAMPIONS ERTL CORPORATION, RBVD SUB I INC., RACING CHAMPIONS WORLDWIDE LIMITED, RACING CHAMPIONS LIMITED, AND LEARNING CURVE INTERNATIONAL, INC. February 3, 2003 <PAGE> Table of Contents . . . 879601	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Sonnenschein Nath – Merger Exhibit B - Form of Employment Agreement Exhibit C - Form of Investment Representation Letter Exhibit D - Legal Opinion of Reinhart Boerner Van Deuren s.c. Exhibit E - Legal Opinion of Sonnenschein Nath & Rosenthal Exhibit F - Form of Escrow Agreement Exhibit G - [Intentionally Omitted] Exhibit H - Form of Voting Agreement Exhibit I - Form of Shareholder Release TOC-4 <PAGE> _____________ Sonnenschein Nath – of Learning Curve, dated as of the Closing Date, as to certain corporate matters. (i) Legal Opinion. RCE shall have received a legal opinion, -------------- dated as of Closing Date, of Sonnenschein Nath & Rosenthal, counsel for Learning Curve, in substantially the form attached as Exhibit E to this Agreement. (j) Documents. RCE shall have received from Learning Curve all --------- documents and _____________ Sonnenschein Nath – If to any Affiliated Company: Learning Curve International, Inc. 314 West Superior Street, 6th Floor Chicago, IL 60610-3538 Attn: Richard Rothkopf Facsimile: 312-981-7500 with a copy to: Sonnenschein Nath & Rosenthal 8000 Sears Tower Chicago, IL 60606 Attn.: Michael M. Froy Facsimile: 312-876-7934 Any Party may change its address for the purposes of notice hereunder by _____________ dt 1708811 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Agreement and Plan of Merger: Banc of America ------------------------ Securities LLC – or maintained any fund or asset that is not recorded in the books and records of an Affiliated Company. 3.29 No Broker's Commission. Except for the fee of Banc of America ------------------------ Securities LLC (which is included among the Transaction Expenses pursuant to section 9.2), no broker's commission, finder's fee, investment banker's fee, or other similar payment is or _____________ dt 1705083 ;	Reinhart Boerner Reinhart Boerner Van Deuren ( Legal ) As referenced in this Agreement and Plan of Merger: Reinhart Boerner – 7.3(d) - WARN EXHIBITS Exhibit A - Learning Curve Certificate of Merger Exhibit B - Form of Employment Agreement Exhibit C - Form of Investment Representation Letter Exhibit D - Legal Opinion of Reinhart Boerner Van Deuren s.c. Exhibit E - Legal Opinion of Sonnenschein Nath & Rosenthal Exhibit F - Form of Escrow Agreement Exhibit G - [Intentionally Omitted] Exhibit H - Form of Voting Agreement _____________ Reinhart Boerner – of RCE, dated as of the Closing Date, as to certain corporate matters. (f) Legal Opinion. Learning Curve shall have received a legal -------------- opinion, dated as of Closing Date, of Reinhart Boerner Van Deuren s.c., counsel for RCE, in substantially the form attached as Exhibit D to this Agreement. 66 <PAGE> (g) Documents. Learning Curve shall have received _____________ Reinhart Boerner – Subsidiary: Racing Champions Ertl Corporation 800 Roosevelt Road, Building C Suite 320 Glen Ellyn, IL 60137 Attn: Curt Stoelting, Chief Executive Officer Facsimile: 630-790-0406 With a copy to: Reinhart Boerner Van Deuren s.c. 1000 North Water Street, Suite 2100 Milwaukee, WI 53202 Attn: James M. Bedore Facsimile: 414-298-8097 If to any Affiliated Company: Learning Curve International, _____________ dt 1722093
Preview Full Doc	2004	Agreement and Plan of Merger Agreement and Plan of Merger (148K) Doc #1140596: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER AMONG ONLINE RESOURCES CORPORATION, INCURRENT ACQUISITION, LLC AND INCURRENT SOLUTIONS, INC. Dated as of October 18, 2004 1 TABLE OF CONTENTS Page ARTICLE I THE MERGER SECTION 1.01. The Merger. 2 SECTION 1.02. Closing. SECTION 1.03. Effective Time of the Merger. SECTION 1.04. Effects of the Merger. SECTION 1.05. Articles of Incorporation; Bylaws. SECTION 1.06. Directors. ARTCILE II EFFECT OF THE . . . 1140596	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Sonnenschein, Nath – Agreement and the certificates set forth in paragraphs (a) and (b) above, in form and substance reasonably satisfactory to Parent. (g) Legal Opinion. Parent shall have received the opinion of Sonnenschein, Nath & Rosenthal, LLP, counsel to the Company, dated the Closing Date in form and substance satisfactory to Parent. (h) Dissenting Shares. The holders of not more than 10% of _____________ Sonnenschein Nath – Wishner, Esq. (b) if to the Company, to: Incurrent Solutions, Inc. 900 Lanidex Plaza, Third Floor Parsippany, New Jersey 07054 Facsimile: (973) 781-9017 Attention: President with a copy to: Sonnenschein Nath & Rosenthal LLP 101 JFK Parkway Short Hills, New Jersey 07078 Facsimile: (973) 912-7199 Attention: Victor H. Boyajian, Esq. (c) if to the Shareholders Representative, to: Edison Venture _____________ dt 1708845 ; Mintz Levin Mintz, Levin, Cohn, Ferris, Glovsky and Popeo As referenced in this Agreement and Plan of Merger: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, – a.m. on the second business day after satisfaction or waiver by the applicable party of the conditions set forth in Article VI (the Closing Date), at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 12010 Sunset Hills Road, Suite 900, Reston, Virginia 20190, unless another date, time or place is agreed to in writing by the parties hereto. SECTION 1.03. _____________ dt 1702073 ;	Online Resources Online Resources Corp. ( Computer Services ) ; SVB Silicon Valley Bank As referenced in this Agreement and Plan of Merger: Silicon Valley Bank, – individually and $10,000 in the aggregate; (v) (A) incur any indebtedness for borrowed money (excluding additional advances for working capital purposes under the Companys existing line of credit with Silicon Valley Bank, provided that the outstanding principal balance on such line of credit shall not exceed $500,000) or guarantee any such indebtedness of another person, issue or sell any debt _____________ dt 1720612
Preview Full Doc	2005	Agreement and Plan of Merger Agreement and Plan of Merger (259K) Doc #1171803: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER Dated as of July 14, 2005 by and among Emtec, Inc., Emtec Viasub LLC, and Darr Westwood Technology Corporation <PAGE> TABLE OF CONTENTS PAGE ARTICLE I THE MERGER.............................. . . . 1171803	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Sonnenschein Nath – 994.2222 If to Parent or Acquisition, to: Emtec, Inc. 572 Whitehead Road, Bldg. #1 Trenton, NJ 08619 Attn: John Howlett Facsimile number: 815.346.7605 with a copy to: Sonnenschein Nath & Rosenthal LLP 1221 Avenue of the Americas New York, NY 10020 Facsimile number: 212.768.6800 Attn: Ira I. Roxland, Esq. Section 10.4 GOVERNING LAW. This agreement _____________ dt 1708848 ; Emtec Emtec, Inc. ( Computer Services ) As referenced in this Agreement and Plan of Merger: Emtec, Inc. – EXH. 2.1 AGREEMENT AND PLAN OF MERGER <TEXT> Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER Dated as of July 14, 2005 by and among Emtec, Inc. , Emtec Viasub LLC, and Darr Westwood Technology Corporation <PAGE> TABLE OF CONTENTS PAGE ARTICLE I THE MERGER...............................................1 Section 1.1. The Merger...............................................1 Section 1.2. _____________ Emtec, Inc. – lt;PAGE> AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of July 14, 2005 (this "Agreement"), is made and entered into by and among Emtec, Inc. , a Delaware corporation ("Parent"), Emtec Viasub LLC, a Delaware limited liability company and a subsidiary of Parent ("Acquisition") and Darr Westwood Technology Corporation, a Delaware corporation (the "Company"). BACKGROUND _____________ Emtec, Inc. – 0885 and Dechert LLP 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, PA 19103 Attn: Carmen J. Romano, Esq. Facsimile number: 215.994.2222 If to Parent or Acquisition, to: Emtec, Inc. 572 Whitehead Road, Bldg. #1 Trenton, NJ 08619 Attn: John Howlett Facsimile number: 815.346.7605 with a copy to: Sonnenschein Nath & Rosenthal LLP 1221 Avenue of the _____________ EMTEC, INC. – hereto. <PAGE> IN WITNESS WHEREOF, Parent, Acquisition and the Company have caused this Agreement to be signed by their respective officers as of the date first written above. EMTEC, INC. By: /s/ -------------------------------- Name: ------------------------------ Title: ----------------------------- EMTEC VIASUB LLC By: EMTEC, INC., its member By: /s/ -------------------------------- Name: ------------------------------ Title: ----------------------------- DARR WESTWOOD TECHNOLOGY CORPORATION By: /s/ -------------------------------- Name: Dinesh Desai Title: Chairman <PAGE& _____________ EMTEC, INC. – the Company have caused this Agreement to be signed by their respective officers as of the date first written above. EMTEC, INC. By: /s/ -------------------------------- Name: ------------------------------ Title: ----------------------------- EMTEC VIASUB LLC By: EMTEC, INC. , its member By: /s/ -------------------------------- Name: ------------------------------ Title: ----------------------------- DARR WESTWOOD TECHNOLOGY CORPORATION By: /s/ -------------------------------- Name: Dinesh Desai Title: Chairman <PAGE> 1996 Option Plan..............................................................5 Acquisition...................................................................1 Acquisition Agreement........................................................52 _____________ dt 1740179 ;	Dechert Dechert LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Dechert – debts, liabilities and duties of the Surviving Company. Section 1.4 CLOSING. The consummation of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Dechert LLP, 4000 Bell Atlantic Tower, 1717 Arch Street, Philadelphia, PA 19103 at 10:00 a.m. on the second business day after satisfaction or waiver of the latest to occur _____________ Dechert – to the Company, to: Darr Westwood Technology Corporation 309 Fellowship Road, Suite 210 Mt. Laurel, New Jersey 08504 <PAGE> Attn: Dinesh Desai Facsimile number: 856.840.0885 and Dechert LLP 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, PA 19103 Attn: Carmen J. Romano, Esq. Facsimile number: 215.994.2222 If to Parent or Acquisition, to: Emtec, Inc. 572 _____________ dt 1729450
Preview Full Doc	2005	Agreement and Plan of Merger Agreement and Plan of Merger (213K) Doc #1192634: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER among CERTIFIED HOLDINGS, INC., PILLOW ACQUISITION CORP. and FRESH BRANDS, INC. dated as of December 5, 2005 TABLE OF CONTENTS ARTICLE I THE MERGER 2 Section 1.01. The Merger 2 Section 1.02. Closing; Effective Time 2 Section 1.03. Effect of the Merger 2 Section 1.04. Subsequent Actions 2 Section 1.05. Articles of Incorporation; By-Laws; Directors . . . 1192634	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Sonnenschein Nath – specified by the parties, which shall be no later than the second Business Day after satisfaction or waiver of the conditions set forth in Article V, at the offices of Sonnenschein Nath & Rosenthal LLP, 8000 Sears Tower, 233 S. Wacker Drive, Chicago, Illinois 60606, unless another date, time or place is agreed to in writing between Parent and Company. The _____________ Sonnenschein Nath – shall be specified by like notice): 44 (a) If to Parent or Acquisition Sub: Certified Holdings, Inc. One Certified Drive Hodgkins, Illinois 60525 Attention: Ken Koester With a copy to: Sonnenschein Nath & Rosenthal LLP 8000 Sears Tower 233 South Wacker Drive Chicago, Illinois 60606 Attention: J. Ross Docksey (b) If to Company: Fresh Brands, Inc. 2215 Union Avenue Sheboygan, WI _____________ dt 1708854 ; Fresh Brands Fresh Brands, Inc. ( Grocery ) As referenced in this Agreement and Plan of Merger: FRESH BRANDS, INC. – EX-2.1 2 cmw1859a.htm AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER among CERTIFIED HOLDINGS, INC., PILLOW ACQUISITION CORP. and FRESH BRANDS, INC. dated as of December 5, 2005 TABLE OF CONTENTS ARTICLE I THE MERGER 2 Section 1.01. The Merger 2 Section 1.02. Closing; Effective Time 2 Section 1. _____________ Fresh Brands, Inc. – Section 7.15. Waiver 48 Section 7.16. Definitions 49 iii AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of December 5, 2005 (the ?Agreement?), among Fresh Brands, Inc. , a Wisconsin corporation (the ?Company?), Certified Holdings, Inc., a Delaware corporation (?Parent?), and Pillow Acquisition Corp., a Wisconsin corporation and a wholly owned subsidiary of Parent (?Acquisition Sub?). W _____________ Fresh Brands, Inc. – Attention: Ken Koester With a copy to: Sonnenschein Nath & Rosenthal LLP 8000 Sears Tower 233 South Wacker Drive Chicago, Illinois 60606 Attention: J. Ross Docksey (b) If to Company: Fresh Brands, Inc. 2215 Union Avenue Sheboygan, WI 53081 Attention: Louis E. Stinebaugh With a copy to: Foley & Lardner LLP 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Attention: Steven R. Barth _____________ Fresh Brands, Inc. – Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder). ?Existing Credit Documents? shall mean (i) the Credit Agreement, dated as of March 18, 2004, among Fresh Brands, Inc. , LaSalle Bank National Association, as Administrative Agent, Co-Lead Arranger and Lender and U.S. Bank National Association, as Documentation Agent, Co-Lead Arranger and Lender, as amended by _____________ Fresh Brands, Inc. – and U.S. Bank National Association, as Documentation Agent, Co-Lead Arranger and Lender, as amended by the First Amendment to Credit Agreement, dated as of November 12, 2004, among Fresh Brands, Inc. , LaSalle Bank National Association, as Administrative Agent and Lender and U.S. Bank National Association, as Lender, and the Second Amendment to Credit Agreement, dated as of September 28, _____________ dt 1772643 ;	JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Agreement and Plan of Merger: JPMorgan Chase Bank, – Merger is fair, from a financial point of view, to such shareholders as of the date of such opinion, and a copy of such opinion shall have been delivered to JPMorgan Chase Bank, N.A.; 38 (ii) Not less than two Business Days prior to the Closing, Company shall have provided to Parent pay-off letters (the ?Pay-off Letters?) from all _____________ JPMorgan Chase Bank, – terminations of all Liens and security interests granted in connection with the Existing Credit Documents as Parent may reasonably request; and (iii) Appropriate provision shall have been made such that JPMorgan Chase Bank, N.A. and the other lenders under the credit facility contemplated by that certain commitment letter dated December 5, 2005 will be granted a first priority Lien and security _____________ dt 1730352
Preview Full Doc	2000	Agreement and Plan of Reorganization Agreement and Plan of Reorganization (175K) Doc #1275376: Click preview link for longer preview. AGREEMENT AND PLAN OF REORGANIZATION dated as of April 11, 2000 by and among iManage, Inc., NetRight Technologies, Inc. and THOUGHTSTAR, INC. ================================================================================ <PAGE> 2 <TABLE> <CAPTION> . . . 1275376	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Agreement and Plan of Reorganization: Sonnenschein Nath – by the President of THOUGHTSTAR to such effect. 38 <PAGE> 44 (h) Opinion of THOUGHTSTAR's Counsel. iManage shall have received an opinion dated the Closing Date of Sonnenschein Nath & Rosenthal, counsel to THOUGHTSTAR, as to the matters set forth in Exhibit H. (i) Material Adverse Change. There shall not have occurred any Material Adverse Change in the _____________ Sonnenschein Nath – whole, between the date of this Agreement and the Closing Date. (g) Opinion as to Tax Matters. THOUGHTSTAR shall have received an opinion dated as of the Closing Date of Sonnenschein Nath & Rosenthal, counsel to THOUGHTSTAR to the effect that the Merger will be treated as a "reorganization" within the meaning of Code Section 368(a). The parties to this _____________ Sonnenschein Nath – THOUGHTSTAR: THOUGHTSTAR, INC. 45 West 10000 South, Suite 415 Sandy, UT 84070 Attn: David L. Carter 44 <PAGE> 50 Facsimile No.: 801-255-4775 with a copy to: Sonnenschein Nath & Rosenthal 8000 Sears Tower Chicago, IL 60606 Attn: Michael D. Rosenthal, Esq. Facsimile No.: 312-876-7934 12.4 Expenses. Except as set forth in Section 7.4, _____________ dt 1708859 ; iManage iManage Inc. As referenced in this Agreement and Plan of Reorganization: iManage, Inc. – 2.1 PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT ================================================================================ AGREEMENT AND PLAN OF REORGANIZATION dated as of April 11, 2000 by and among iManage, Inc. , NetRight Technologies, Inc. and THOUGHTSTAR, INC. ================================================================================ <PAGE> 2 <TABLE> <CAPTION> TABLE OF CONTENTS PAGE ---- <S> <C> <C> _____________ iManage, Inc. – gt; <PAGE> 6 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("AGREEMENT") is made and entered into as of April 11, 2000 by and among, iManage, Inc. , a Delaware corporation ("IMANAGE"), NetRight Technologies, Inc., a Delaware corporation and wholly-owned subsidiary of iManage ("SUB"), and THOUGHTSTAR, INC., a Delaware corporation ("THOUGHTSTAR"). RECITALS A. The Boards of _____________ iManage, Inc. – to the parties or their assignees at the following addresses (or at such other address as shall be given in writing by any party to the other): iManage or Sub: iManage, Inc. Suite 400 2121 South El Camino Real San Mateo, CA 94403 Attn: Chief Financial Officer Facsimile No.: 650-356-1994 with a copy to: Gray Cary Ware & Freidenrich _____________ iMANAGE, INC. – Page Intentionally Left Blank] 46 <PAGE> 52 IN WITNESS WHEREOF, the parties have duly executed this Agreement and Plan of Reorganization as of the date first above written. iMANAGE, INC. By: /s/ Mahmood Panjwani ------------------------------------------ Name: Mahmood Panjwani Title: President and Chief Executive Officer NETRIGHT TECHNOLOGIES, INC. By: /s/ Mahmood Panjwani ------------------------------------------ Name: Mahmood Panjwani Title: President and Chief Executive Officer _____________ dt 1797595 ;	SVB Silicon Valley Bank As referenced in this Agreement and Plan of Reorganization: Silicon Valley Bank – of Prime and one-quarter percent (0.25%) per annum, based on a 360 day year. ("PRIME" shall mean the variable rate of interest, per annum, most recently announced by Silicon Valley Bank as its "prime rate," whether or not such announced rate is the lowest rate available from such Bank.) The principal of, and accrued interest on the Loan is the "LOAN _____________ dt 1720711 ; Gray Cary Gray Cary Ware & Freidenrich ( Legal ) As referenced in this Agreement and Plan of Reorganization: Gray Cary – Time of the Merger. Unless this Agreement shall have been terminated pursuant to Section 9 hereof, the closing of the Merger (the "CLOSING") shall be held at the offices of Gray Cary Ware & Freidenrich LLP, 400 Hamilton Avenue, Palo <PAGE> 7 Alto, CA 94301-1825, on May 5, 2000 at 10:00 a.m. California Time, or at _____________ Gray Cary – Merger, together with any interest, premium, if any, and fees thereon. (m) Opinion as to Tax Matters. iManage shall have received an opinion dated as of the Closing Date of Gray Cary Ware & Freidenrich LLP, counsel to iManage, to the effect that the Merger will be treated as a "reorganization" within the meaning of Code Section 368(a). The parties _____________ Gray Cary – other): iManage or Sub: iManage, Inc. Suite 400 2121 South El Camino Real San Mateo, CA 94403 Attn: Chief Financial Officer Facsimile No.: 650-356-1994 with a copy to: Gray Cary Ware & Freidenrich LLP 400 Hamilton Avenue Palo Alto, CA 94301-1825 Attn: Victoria W-Y Lee, Esq. Facsimile No.: 650-327-3699 THOUGHTSTAR: THOUGHTSTAR, INC. 45 West 10000 _____________ dt 1723404
Preview Full Doc	2001	Agreement and Plan of Reorganization and Merger Agreement and Plan of Reorganization and Merger (164K) Doc #1509393: Click preview link for longer preview. AGREEMENT AND PLAN OF REORGANIZATION AND MERGER AMONG MEDICAL RESOURCES MANAGEMENT, INC., EMERGENT GROUP INC. AND MRM ACQUISITION INC. DATED AS OF JANUARY 23, 2001 <PAGE> EXHIBIT 99.1 TABLE OF CONTENTS <TABLE> < . . . 1509393	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Agreement and Plan of Reorganization and Merger: Sonnenschein Nath – Law, and any successor statutes thereto (the "NGCL"). 1.2. CLOSING. The closing of the Merger (the "Closing") shall take place (i) at the offices 1 <PAGE> of Sonnenschein Nath & Rosenthal, 1221 Avenue of the Americas, 26th floor, New York, New York at 10:00 a.m. New York City time on the first business day on which _____________ Sonnenschein Nath – IF TO PARENT OR MERGER SUBSIDIARY Emergent Group Inc. 375 Park Avenue, 36th Floor New York, New York 10152 Attn: Mark Waldron Fax: (212) 202-4169 WITH A COPY TO Sonnenschein Nath & Rosenthal 1221 Avenue of the Americas New York, New York 10020 Attn: Ira I. Roxland, Esq. Fax: (212) 768-6800 IF TO COMPANY Medical Resources Management, Inc. 932 _____________ dt 1365919 ;	Medical Resources Management Medical Resources Management Inc
Preview Full Doc	2001	Agreement and Plan of Reorganization and Merger Agreement and Plan of Reorganization and Merger (164K) Doc #1593264: Click preview link for longer preview. AGREEMENT AND PLAN OF REORGANIZATION AND MERGER AMONG MEDICAL RESOURCES MANAGEMENT, INC., EMERGENT GROUP INC. AND MRM ACQUISITION INC. DATED AS OF JANUARY 23, 2001 <PAGE> EXHIBIT 2.1 TABLE OF CONTENTS <TABLE> <CAPTION> . . . 1593264	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Agreement and Plan of Reorganization and Merger: Sonnenschein Nath – Share Exchange Law, and any successor statutes thereto (the "NGCL"). 1.2. CLOSING. The closing of the Merger (the "Closing") shall take place (i) at the offices 1 of Sonnenschein Nath & Rosenthal, 1221 Avenue of the Americas, 26th floor, New York, New York at 10:00 a.m. New York City time on the first business day on which the _____________ Sonnenschein Nath – IF TO PARENT OR MERGER SUBSIDIARY Emergent Group Inc. 375 Park Avenue, 36th Floor New York, New York 10152 Attn: Mark Waldron Fax: (212) 202-4169 WITH A COPY TO Sonnenschein Nath & Rosenthal 1221 Avenue of the Americas New York, New York 10020 Attn: Ira I. Roxland, Esq. Fax: (212) 768-6800 IF TO COMPANY Medical Resources Management, Inc. 932 Grand _____________ dt 1365925 ;	Emergent Group Emergent Group Inc/Ny
Preview Full Doc	2001	Agreement and Plan of Merger Agreement and Plan of Merger (201K) Doc #1642874: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER By and Among ANAM LLC, NHI ACQUISITION CORP., and NEXTHEALTH, INC. Dated April 16, 2001 -------------------------------- <PAGE> TABLE OF CONTENTS ----------------- <TABLE> <CAPTION> . . . 1642874	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Sonnenschein Nath – 10022 Attention: George L. Ruff and: Anam LLC c/o ODE, L.L.C. 144 Green Bay Road Winnetka, Illinois 60093 Attention: William T. O'Donnell, Jr. with copies to: Sonnenschein Nath & Rosenthal 8000 Sears Tower Chicago, Illinois 60606 Attention: Eric R. Decator, Esq. and: Kahn, Kleinman, Yanowitz & Arnson Co., L.P.A. Suite 2600 Tower at Erieview 1301 _____________ dt 1648022 ; Nexthealth Nexthealth Inc ;	Lehman Brothers Lehman Brothers Holdings Inc. ( Investment Services ) As referenced in this Agreement and Plan of Merger: Lehman Brothers Holdings Inc – each of its Subsidiaries as are requested by Parent prior to the Closing Date and, if requested by Parent, of trustees of any Employee Plan; (f) Payoff Letter. Letter from Lehman Brothers Holdings Inc . setting ------------- forth, as of the Closing Date, the amount of principal and interest necessary to pay in full all Indebtedness for Borrowed Funds of Target and its Subsidiaries outstanding _____________ Lehman Brothers Holdings Inc – principal and interest necessary to pay in full all Indebtedness for Borrowed Funds of Target and its Subsidiaries outstanding under the Loan Agreement dated as of August 11, 1998 between Lehman Brothers Holdings Inc . and Sierra Health-Styles, Inc. and Sierra Tucson, LLC (the "Loan Agreement"); and (g) Legal Opinion. An opinion of Hecker & Muehlebach, counsel to ------------- Target, addressed to Parent, Merger _____________ Lehman Brothers Holdings Inc – Target and the DGCL. (f) Apollo Guarantee. Apollo Real Estate Investment Fund II, L.P.'s ---------------- guarantee of the Companies' obligations under the Loan Agreement shall have been released by Lehman Brothers Holdings Inc . ARTICLE VII TERMINATION AND ABANDONMENT 7.1 Methods of Termination. This Agreement may be terminated and the ---------------------- transactions contemplated hereby may be abandoned at any time prior to the _____________ dt 1656203 ; Paul Weiss Paul, Weiss, Rifkind, Wharton & Garrison ( Legal ) As referenced in this Agreement and Plan of Merger: Paul, Weiss – event later than the second business day after the satisfaction or waiver of all of the conditions set forth in Article VI hereof (the "Closing Date"), at the offices of Paul, Weiss , Rifkind, Wharton & Garrison, 1285 Avenue of the Americas, New York, New York 10019, or at such other time or place as the parties hereto shall agree in writing. _____________ Paul, Weiss – Committee of the Board of Directors of NextHealth, Inc. c/o Neal, Gerber & Eisenberg 2 North LaSalle Street Chicago, Illinois 60602 Attention: Stephen L. Berger, Esq. with copies to: Paul, Weiss , Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019 Attention: Judith Reinhardt Thoyer, Esq. or such other address or persons as the parties may _____________ dt 1642083
Preview Full Doc	2006	Agreement and Plan of Merger Agreement and Plan of Merger (228K) Doc #1714239: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER among AMERICAN CELLULAR CORPORATION, HIGHLAND CELLULAR HOLDINGS, INC., HIGHLAND CELLULAR, LLC, HIGHLAND ACQUISITION SUB, LLC, and HIGHLAND CELLULAR HOLDINGS, INC., in its capacity as the Equityholders? Representative, and, for purposes of Sections 6.07 and 9.08, FARAMARZ ATTAR and, for purposes of Section 6.07, TOM ATTAR Dated as of May 10, 2006 TABLE OF CONTENTS . . . 1714239	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Sonnenschein Nath – President, Chief Financial Officer & Secretary Facsimile No: (304) 252-1852 Post-Closing: 707 South Gulfstream Avenue Sarasota, FL 34326 Attention: Faramarz Attar Facsimile No: with a required copy to: Sonnenschein Nath & Rosenthal LLP 1221 Avenue of the Americas New York, New York 10020-1089 Attention: Paul A. Gajer, Esq. Facsimile No.: (212) 768-6800 If to the Parent or _____________ Sonnenschein Nath – President, Chief Financial Officer & Secretary Facsimile No: (304) 252-1852 Post-Closing: 707 South Gulfstream Avenue Sarasota, FL 34326 Attention: Faramarz Attar Facsimile No: with a required copy to: Sonnenschein Nath & Rosenthal LLP 1221 Avenue of the Americas New York, New York 10020-1089 Attention: Paul A. Gajer, Esq. Facsimile No.: (212) 768-6800 If to Acquiror: American Cellular _____________ dt 1648028 ; ACC American Cellular Corp. (

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