UNIT PURCHASE AGREEMENT EXHIBIT 2.1
-----------------------
THIS UNIT PURCHASE AGREEMENT ("Agreement") is made this 30th day of July,
1999, by and between Blue Rhino Corporation. ("Purchaser") and Craig J.
Duchossois, Andrew J. Filipowski, Peer Pedersen and BD Investments, Inc.
("Sellers").
RECITALS
--------
A. The Sellers are the owners of 100% of the membership interests in USA
Leasing, L.L.C., a Delaware limited liability company (the "Company").
B. The Purchaser desires to purchase from the Sellers and the Sellers
desire to sell to the Purchaser 100% of the outstanding membership interests in
the Company.
AGREEMENTS
----------
In consideration of the premises and the mutual covenants herein contained
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:
1. SALE AND ISSUANCE OF UNITS
---------------------------
1.1 Exchange of Shares. Subject to the satisfaction of the terms and
conditions herein set forth and in reliance upon the respective representations
and warranties of the parties set forth herein or in any document delivered
pursuant hereto, the Sellers agree to exchange 100% of the outstanding
membership interests in the Company to the Purchaser for a purchase price equal
to $1.00.
2. SELLERS' REPRESENTATIONS AND WARRANTIES
---------------------------------------
Sellers represent and warrant that as of the Closing Date:
2.1 Title to Membership Interests. Each of the Sellers is a member of the
Company and is the holder of all right, title and interest in and to his
membership interest, free of any and all liens, claims and encumbrances and may
transfer all of his right, title and interest in his membership interest to the
Purchaser pursuant to the terms of this Agreement.
2.2 Validity of Agreements. The execution, delivery and performance of
this Agreement by the Sellers will not violate or constitute a breach of either
of the Company's Limited Liability Company Agreement or any indenture, agreement
or undertaking to which any Seller is a party or is subject, and upon their
execution this Agreement will be the legal, valid and binding agreements
of the Sellers enforceable in accordance with their terms, except as enforcement
thereof may be subject to the effect of applicable Bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
and to general principles of equity.
2.3 Agreements Between Shareholders. Other than the Limited Liability
Company Agreement, no other agreement between any of the members of the Company
related to the Company or its capital stock exists.
3. PURCHASER'S REPRESENTATIONS
---------------------------
The Purchaser represents and warrants to the Seller as follows:
3.1 Organization. Purchaser is a duly organized, validly existing
corporation in good standing under the laws of the State of Delaware and has
filed all reports required to be filed by the Delaware Secretary of State in
order to maintain its Articles of Incorporation and no proceeding is pending to
revoke the Purchaser's Articles of Incorporation or dissolve the Purchaser.
4. MISCELLANEOUS
-------------
4.1 Consent to Amendments; Waivers. Except as otherwise expressly
provided herein, the provisions of this Agreement may be amended or waived at
any time only by the written agreement of the Sellers and Purchaser. Any
waiver, permit, consent or approval of any kind or character on the part of any
such holder of any provisions or conditions of this Agreement must be made in
writing and shall be effective only to the extent specifically set forth in such
writing. No course of dealing between the Sellers and Purchaser and no delay in
exercising any right, remedy, or power conferred hereby or now or hereafter
existing at law or under equity, by statute or otherwise, shall operate as a
waiver of or otherwise prejudice any such right, power or remedy.
4.2 Successors and Assigns. Except as otherwise expressly provided
herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto will bind and inure to the benefit of the
respective successors and assigns of the parties hereto, whether so expressed or
not.
4.3 Severability. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
this Agreement.
4.4 Descriptive Headings. The descriptive headings of this Agreement are
inserted
for convenience of reference only and do not constitute a part of and shall not
be utilized in interpreting this Agreement.
4.5 Execution in Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be
deemed an original, and such counterparts together shall constitute one
instrument.
4.6 Interpretation All of the terms and conditions hereof and the rights,
duties and remedies of the parties hereto are governed by the laws of Delaware.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the 30th day of July, 1999
Sellers:
/s/ Craig J. Duchossois
---------------------------------------------
Craig J. Duchossois
/s/ Andrew J. Filipowski
---------------------------------------------
Andrew J. Filipowski
/s/ Peer Pedersen
---------------------------------------------
Peer Pedersen
BD Investments, Inc.
/s/ Billy D. Prim
---------------------------------------------
Billy D. Prim, President
Purchaser:
Blue Rhino Corporation
/s/ Mark Castaneda
---------------------------------------------
Mark Castaneda, Secretary & Chief Financial
Officer