Stock Option Purchase Agreement - AmeriCredit Corp. and Rainwater Management Partners Ltd.
STOCK OPTION PURCHASE AGREEMENT
THIS STOCK OPTION PURCHASE AGREEMENT (the 'Agreement'), dated as of
April 4, 1994, is between AMERICREDIT CORP., a Texas corporation formerly named
URCARCO, Inc., ('AmeriCredit'), and RAINWATER MANAGEMENT PARTNERS, LTD.,
a Texas limited partnership 'RMP').
WHEREAS, AmeriCredit has issued to RMP an option 'Option') to purchase 3.5
million shares of its Common Stock, par value $.01 per share, pursuant to a
Stock Option Agreement, dated as of April 24, 1991, between AmeriCredit and
RMP (the 'Stock Option Agreement'), and AmeriCredit desires to purchase the
Option from RMP and cancel the Stock Option Agreement and the related
Registration Rights Agreement and the Management Services Agreement, each
entered into as of April 24, 1991, between AmeriCredit and RMP (herein
referred to as the Registration Rights Agreement and the Management Services
Agreement), and RMP desires to sell the Option to AmeriCredit and to cancel
each of such agreements.
NOW, THEREFORE, for an in consideration of the mutual agreements herein
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
Section 1. Sale of Option. RMP hereby sells, assigns, transfers, conveys,
sets over and delivers to AmeriCredit the Option and all rights, title, interest
and claims possessed by RMP under the Option and the Stock Option Agreement,
together with all other right, title and interest and claim in and to the
Common Stock of AmeriCredit issuable thereunder and all rights, title and
interest and claims accrued and/or accruing under the Registration Rights
Agreement and the Management Services Agreement, in consideration for $6,237,000
in hand paid in good funds on this date (the 'Sale'). The payment made by
AmeriCredit hereunder is in full and final settlement and satisfaction of all
obligations of whatsoever nature now or hereafter due by AmeriCredit to RMP,
its partners, legal representatives, successors and assigns under the Option,
the Stock Option Agreement, the Registration Rights Agreement and the
Management Services Agreement (other than indemnifications obligations, if
any, relating to this transaction or facts or circumstances occurring prior to
this transaction). RMP hereby surrenders unto AmeriCredit the Stock Option
Agreement for cancellation in accordance with the terms hereof, and
AmeriCredit hereby acknowledges receipt of the original Stock Option Agreement,
and hereby agrees to promptly mark it 'cancelled'. RMP hereby acknowledges
receipt of $6,237,000 in good funds from AmeriCredit, and RMP, on its own
behalf and on behalf of its partners, legal representatives and its
successors and assigns, hereby unconditionally and forever waives, relinquishes
and releases all right, title, interest and claim accrued or accruing to the
benefit of RMP under the Option and the Stock Option Agreement and under the
Management Services Agreement and the Registration Rights Agreement.
Section 2. Representations of AmeriCredit. AmeriCredit represents that it
has full power and authority to execute, deliver and perform this Agreement;
this Agreement has been duly authorized by all requisite corporate action on the
part of AmeriCredit and has been duly executed and delivered by AmeriCredit;
AmeriCredit has obtained all consents and approvals requisite to the
transactions contemplated hereby; and this Agreement constitutes a legal,
valid and binding obligation of AmeriCredit, enforceable against AmeriCredit,
its legal representatives, successors and assigns, in accordance with its terms.
Section 3. Representations of RMP. RMP represents that:
(a) Any and all rights RMP, its partners and its and their legal
representatives, successors and assigns, possess in and to the Option and in
and to shares of Common Stock issuable upon exercise of the Option or in and to
any other rights accrued or accruing under the Option, the Stock Option
Agreement, the Registration Rights Agreement and/or the Management Services
Agreement, are hereby and shall hereafter be null and void and are of no further
force or effect.
(b) RMP has full power and authority to execute, deliver and perform this
Agreement; this Agreement has been duly authorized by all requisite partnership
action on the part of RMP; RMP has obtained all consents and approvals requisite
to the transactions contemplated hereby; and this Agreement has been duly
executed and delivered by RMP, and constitutes a legal, valid and binding
obligation of RMP, enforceable against RMP, its partners and its and their legal
representatives, successors and assigns, in accordance with its terms.
(c) RMP is the true and lawful owner of the Option and no part of the
Option is in any respect encumbered or committed to be encumbered, and there are
no other persons or entities claiming an interest therein, and RMP has not
assigned to any person or entity any interest or rights under the Stock Option
Agreement, the Registration Rights Agreement and the Management Services
Agreement, and no other persons or entities have a claim or any interest or
Section 4. Miscellaneous.
(a) Binding Effect. This Agreement may not be assigned by either party
hereto. Subject to the foregoing, this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors or
(b) Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, in such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without invalidating the
remaining provision hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
(c) Entire Agreement; Modifications. This instrument contains the entire
agreement between the parties hereto with respect to the transactions
contemplated hereby. Neither this Agreement nor any provisions hereof may be
waived, modified, amended, discharged or terminated except by an instrument in
writing signed by the party to be charged, and then only to the extent set forth
in such instrument.
(d) Headings. Descriptive headings contained herein are for convenience of
reference only and shall not affect the meaning or interpretation hereof.
(e) Counterparts. This Agreement may be executed simultaneously or in two
or more counterparts, each of which together shall constitute one and the same
(f) Applicable Law. The rights and obligations of the parties to this
Agreement shall be governed by the laws of the State of Texas applicable to
contracts made or to be performed entirely within such state.
(g) Further Assurances. Each party hereto agrees to execute any and all
documents, and to perform such other acts, whether before or after the date
hereof, that may be reasonably necessary or expedient to further the purposes of
this Agreement or to further assure the benefits intended to be conferred
(h) Survival. All representations, warranties, obligations and under-
takings of the parties set forth herein shall survive the execution and delivery
of this Agreement and Sale and other transactions contemplated hereby.
The parties execute this Agreement as of the date first above written.
By: /s/ Clifton H. Morris, Jr.
Clifton H. Morris, Jr., Chairman of the
Board of Directors, President and
Chief Executive Officer
RAINWATER MANAGEMENT PARTNERS, LTD.
By: Rainwater, Inc., its sole general partner
By: /s/ John C. Goff
John C. Goff, Vice President