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Title: |
Securities Purchase Agreement |
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Entities: |
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Date: |
2002 |
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Size: |
Preview shows 8KB of 61KB total |
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Price: |
$50 |
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ID: |
#909240 |
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SECURITIES PURCHASE AGREEMENT
between
TRAILER BRIDGE, INC.,
and
TRANSPORTATION RECEIVABLES 1992, LLC
Dated as of May __, 2002
<PAGE>
TABLE OF CONTENTS
Page
----
SECTION 1 SALE AND PURCHASE OF SECURITIES..............................1
SECTION 2 CLOSING......................................................1
SECTION 3 DEFINITIONS..................................................1
SECTION 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY................4
4.1. Corporate Existence, Power and Authority.....................5
4.2. Capital Stock................................................5
4.3. No Defaults or Conflicts.....................................6
4.4. Litigation...................................................6
4.5. Outstanding Securities.......................................6
4.6. Tax Matters..................................................7
4.7. Investment Company...........................................7
4.8. SEC Documents................................................7
4.9. Directors and Officers.......................................8
4.10. No Misleading or Untrue Communication........................8
SECTION 5 REPRESENTATIONS AND WARRANTIES OF Purchasers.................8
5.1. Investment Intent............................................8
5.2. Disclosure Materials; Other Information......................8
SECTION 6 AFFIRMATIVE COVENANTS........................................8
6.1. Maintenance of Existence, Properties and Franchises;
Compliance with Law; Taxes; Insurance......................8
6.2. Reservation of Common Stock..................................9
6.3. Fees and Expenses............................................9
6.4. Listing of Common Stock......................................9
6.5. Further Assurances...........................................9
SECTION 7 CONDITIONS TO Purchaser'S OBLIGATIONS.......................10
7.1. Certificate of Designations.................................10
7.2. Repayment of Interest on the Estate Note....................10
7.3. Board of Directors..........................................10
7.4. Conversion Shares...........................................10
7.5. Accuracy of Representations and Warranties..................10
7.6. Compliance with Agreements..................................10
7.7. Officers' Certificates......................................11
-i-
<PAGE>
7.8. Proceedings.................................................11
7.9. Legality; Governmental and Other Authorization..............11
7.10. No Material Adverse Change..................................11
7.11. Opinions of Counsel.........................................11
7.12. Fairness Opinion............................................11
7.13. Registration Rights.........................................11
7.14. Other Documents and Opinions................................12
SECTION 8 INDEMNIFICATION; PAYMENT OF TAXES...........................12
SECTION 9 AMENDMENTS AND WAIVERS......................................13
SECTION 10 EXCHANGE OF SERIES A PREFERRED STOCK, NOTE OR CONVERSION
SHARES; CANCELLATION OF SURRENDERED SHARES; REPLACEMENT.....13
SECTION 11 NOTICES.....................................................14
SECTION 12 MISCELLANEOUS...............................................14
SCHEDULE 1 - ADDRESS FOR PAYMENTS BY WIRE TRANSFER
EXHIBIT A - LOAN AND SECURITY AGREEMENT AND NOTE
EXHIBIT B - CERTIFICATE OF DESIGNATIONS
-ii-
<PAGE>
SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT, dated as of May ___, 2002
(this "Agreement"), is by and between Trailer Bridge, Inc., a Delaware
corporation (the "Company") and Transportation Receivables 1992, LLC, a Delaware
corporation (the "Purchaser").
W I T N E S S E T H:
WHEREAS, the Company desires to issue and sell to Purchaser,
and Purchaser agrees to purchase (i) 19,550 shares of Series A Convertible
Preferred Stock, par value $0.01 per share, of the Company, each share of which
shall by its terms initially be convertible into 100 shares of Common Stock, par
value $0.01 per share, of the Company, and (ii) a $5,000,000 note (the "Note;"
the 19,550 shares of Series A Preferred Stock and the Note together, the
"Securities"), all upon the terms and provisions hereinafter set forth;
WHEREAS, the Estate of M. P. McLean has loaned $3,000,000 to
the Company pursuant to the Term Note dated as of November 30, 2001 (the "Estate
Note");
WHEREAS, in contemplation of the transactions set forth in
this Agreement, Purchaser has loaned $4,000,000 to the Company pursuant to the
Demand Promissory Note dated as of April 2, 2002 (the "Demand Note");
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
SALE AND PURCHASE OF SECURITIES
The Company agrees to sell to Purchaser and, subject to the
terms and conditions hereof and in reliance upon the representations and
warranties of the Company contained herein or made pursuant hereto, Purchaser
agrees to purchase from the Company at the Closing, Securities consisting in the
aggregate of (i) 19,550 shares of Series A Preferred Stock and (ii) the Note.
The shares of Series A Preferred Stock being acquired under this Agreement
contain rights and privileges as more fully set forth in the Certificate of
Designations of the Company, in substantially the form attached hereto as
Exhibit B (the "Certificate of Designations"). The Note being acquired under
this Agreement contains rights and privileges as more fully set forth in the
Loan and Security Agreement, in substantially the form attached hereto as
Exhibit A (the "Loan Agreement").
The aggregate purchase price to be paid to the Company by
Purchaser for the 19,550 shares of Series A Preferred Stock at the Closing shall
be $2,000,000 and the purchase price to be paid to the Company by Purchaser for
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