Stock Purchase Agreement between

             Sooner Investment Manufacturing Company (Purchaser) and

              Owosso Corporation (Seller), dated January 19, 2001.





















                            STOCK PURCHASE AGREEMENT



                                     between



                     SOONER INVESTMENT MANUFACTURING COMPANY

                                   (Purchaser)





                                       and



                               OWOSSO CORPORATION

                                    (Seller)





                                January 19, 2001





















                            STOCK PURCHASE AGREEMENT



         THIS STOCK PURCHASE AGREEMENT ("Agreement") is dated the 19th day of

January, 2001 by and between Owosso Corporation, a Pennsylvania corporation (the

"Seller"), and Sooner Investment Manufacturing Company, an Oklahoma corporation

(the "Purchaser").



                                   Background



         WHEREAS, the Seller has agreed to sell and the Purchaser has agreed to

purchase the common stock, par value $0.01 per share, of Sooner Trailer

Manufacturing Co. ("Sooner" or the "Company") owned by the Seller which, on the

Closing Date (as hereafter defined), constitutes one hundred percent (100%) of

the issued and outstanding shares of said common stock (such shares of common

stock are hereinafter referred to as the "Shares"); and



         WHEREAS, the Seller desires to sell the Shares and the Purchaser

desires to purchase the Shares on the terms and conditions set forth in this

Agreement:









                                       1







         NOW, THEREFORE, in consideration of the premises and the mutual

covenants herein contained, the Seller and the Purchaser hereby agree as

follows:



     1. Sale of Shares.



         1.1 Sale and Purchase. Subject to the terms and conditions of this

Agreement, at the Closing (as hereafter defined), the Seller hereby agrees to

sell to the Purchaser, and the Purchaser hereby agrees to purchase from Seller,

the Shares.



         1.2 Books and Records. On the Closing Date (as hereafter defined), the

Seller shall, or shall cause the Company to, deliver to the Purchaser, or turn

over to the Purchaser's representatives, all minute books, stock record books,

corporate seals, and certificates representing all of the issued and outstanding

stock of the Company, and the original copies of all lists, files and other

documents of any kind or nature belonging to the Company and necessary or

desirable in the Purchaser's judgment for the on-going conduct of the Company's

business, whether in the possession of the Seller or the Company.



         1.3 Resignations. On the Closing Date, the Seller will make available

to the Purchaser the written resignations of all the directors and officers of

the Company effective as of the Closing Date, with the exception of such

officers and directors as the Purchaser shall designate in writing.











                                       2







     2. Purchase Price.



         2.1 Aggregate Purchase Price. Subject to the adjustments of Section 2.2

below, the consideration payable to the Seller for the Shares shall be Eleven

Million Five Hundred Thousand Dollars ($11,500,000) (the "Purchase Price")

payable by wire transfer of immediately available federal funds to the Seller at

the Closing.



         2.2 Adjustment to Purchase Price.



         (a) Subsequent to the Closing Date and for sixty (60) days then

     following, the Purchaser shall cause the Company to make appropriate

     accounting entries consistent with past policies, procedures and practices

     on its books and prepare and deliver to the Seller the tentative closing

     balance sheet of the Company as of the Closing Date calculated and prepared

     in accordance with, and consistent with, the policies, practices and

     procedures used in preparing the October 29, 2000 financial statements (the

     "Tentative Closing Balance Sheet").



         (b) If the Seller and the Purchaser agree on the form and content of

     the Tentative Closing Balance Sheet, then it will be deemed to be accepted

     by all parties for all purposes. In the event that the Seller does not

     agree on the form and content of the Tentative Closing Balance Sheet, then

     the Seller shall deliver a written notice (the "Notice of Objection") to

     the Purchaser specifying the nature of the objection or dispute and, upon

     the Seller's written request, the Purchaser shall cause the Company to

     provide the Seller with reasonable access to the books and records relating

     to the Tentative Closing Balance Sheet, as well as the appropriate

     personnel used in connection with the preparation thereof. If a Notice of

     Objection is not sent by the Seller by the fifteenth (15th) day following

     the date the Seller receives the Tentative Closing Balance Sheet, then the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC