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STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as
of January 31, 1997 by and between Triarc Companies, Inc., a Delaware
corporation (the "Seller"), and Chimel Trustee Company Limited, a Jersey
corporation (the "Purchaser").
WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser
wishes to acquire from the Seller, 300,000 shares (the "Shares") of Class A
common stock, $.01 par value per share (the "Common Stock") of Saratoga Beverage
Group, Inc, a Delaware corporation (the "Company"), for an aggregate purchase
price of $300,000 (the "Purchase Price"); and
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants hereinafter set forth, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Purchaser hereby agree as follows:
1. Purchase and Sale of Shares. The Seller agrees to sell to the Purchaser and,
upon and subject to the terms and conditions hereof and in reliance upon the
representations and warranties of the Seller, the Purchaser agrees to purchase
from the Seller, the Shares for the Purchase Price.
2. Closing. The Shares are to be sold and delivered at a closing (the
"Closing"), to be held on January 31, 1997 (the "Closing Date"), at the offices
of the Seller at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. ▇▇ the Closing Date, the
Seller shall deliver to the Purchaser a certificate evidencing the Shares, free
and clear of all Encumbrances (as defined herein), duly endorsed for transfer in
blank or accompanied by a stock power duly endorsed in blank by the Seller with
any requisite documentary or stock transfer taxes affixed thereto. The delivery
of the Shares shall be made against payment by wire transfer of immediately
available funds to the account of the Seller, in the amount of the Purchase
Price.
3. Representations and Warranties of the Seller. The Seller hereby
represents and warrants to the Purchaser as follows:
(a) Authority. The Seller has all necessary corporate power and
authority to enter into this Agreement, to carry out its obligations hereunder
and to consummate the transactions contemplated hereby. The Seller has taken all
necessary corporate action to authorize the execution, delivery and performance
by it of this Agreement. This Agreement has been duly executed and delivered by
the Seller and, and assuming due authorization, execution and delivery of the
Agreement by the Purchaser, this Agreement constitutes the legal, valid and
binding obligation of the Seller enforceable against the Seller in accordance
with its terms.
(b) The Shares. The Seller owns the Shares, free and clear of all
pledges, liens, security interests, mortgages, charges, adverse claims of
ownership or use, or other encumbrances of any kind, including preemptive rights
(each, an "Encumbrance").
(c) Consents and Approvals; No Conflict. The execution and delivery
of this Agreement by the Seller do not, and the performance of this Agreement
by the Seller will not, require any prior consent, approval, authorization or
other action by, or prior filing with or notification to, any
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governmental or regulatory authority. The execution, delivery and performance of
this Agreement by the Seller do not (i) conflict with or violate the charter or
by-laws of the Seller, or (ii) except as would not prevent the Seller from
performing any of its material obligations under this Agreement, conflict with
or violate any law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award applicable to the Seller.
(d) Absence of Litigation. No claim, action, proceeding or
investigation is pending, or to the best knowledge of the Seller, threatened,
which seeks to delay or prevent the consummation of the transactions
contemplated hereby or which would be reasonably likely to adversely affect the
Seller's ability to consummate the transactions contemplated hereby.
(e) Extent of Offering. Subject in part to the truth and accuracy of
the Purchaser's representations set forth in Section 4 of this Agreement, the
offer, sale and issuance of the Shares as contemplated by this Agreement are
exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"), and of each state where the Shares are offered
or sold, and neither the Seller nor, to the best of the Seller's knowledge, any
agent acting on its behalf, will take any action hereafter that would cause the
loss of such exemption.
(f) Company Financing. The Seller acknowledges that it is aware that
the Company is in discussions with associates of the Purchaser, which may result
in one or more of such associates entering into a transaction with the Company.
4. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Seller as follows:
(a) Authority. The Purchaser has all necessary power and authority to
enter into this Agreement, to carry out its obligations hereunder and to
consummate the transactions contemplated hereby. The Purchaser has taken all
necessary action to authorize the execution, delivery and performance by it of
this Agreement. This Agreement has been duly executed and delivered by the
Purchaser and, assuming due authorization, execution and delivery by the Seller,
this Agreement constitutes a legal, valid and binding obligation of the
Purchaser enforceable against the Purchaser in accordance with its terms.
(b) Consents and Approvals; No Conflict. The execution and delivery of
this Agreement by the Purchaser do not, and the performance of this Agreement by
the Purchaser will not, require any prior consent, approval, authorization or
other action by, or prior filing with or notification to, any governmental or
regulatory authority. The execution, delivery and performance of this Agreement
by the Purchaser do not (i) conflict with or violate the organizational or other
governing documents of the Purchaser, or (ii) except as would not prevent the
Purchaser from performing any of its material obligations under this Agreement,
conflict with or violate any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award applicable to the Purchaser.
(c) Absence of Litigation. No claim, action, proceeding or
investigation is pending, or to the best knowledge of the Purchaser, threatened,
which seeks to delay or prevent the consummation
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of the transactions contemplated hereby or which would be reasonably likely to
adversely affect or restrict the Purchaser's ability to consummate the
transactions contemplated hereby.
(d) Private Placement. The Purchaser is acquiring the Shares solely for
the purpose of investment and not with a view to, or for offer or sale in
connection with, any distribution thereof. The Purchaser acknowledges that the
Shares are not registered under the Securities Act and that no Shares may be
transferred or sold except pursuant to the registration provisions of the
Securities Act or pursuant to an applicable exemption therefrom and subject to
state securities laws and regulations, as applicable. The Purchaser acknowledges
that the Shares involve a great deal of risk. The Purchaser is able to (i) bear
the economic risk of the investment in the Company, (ii) afford a complete loss
of such investment, and (iii) hold indefinitely the Shares.
5. Miscellaneous.
(a) Notices. Any notice, request or other communication required or
permitted by this Agreement shall be in writing (including telecopier or
facsimile or similar writing) and shall be deemed to have been duly given or
made as of the date delivered, mailed or sent if delivered personally, mailed by
registered or certified mail (postage prepaid, return receipt requested) or
overnight carrier or sent by telecopier to the other party.
(b) Expenses. The Purchaser hereby agrees that all fees and expenses
incurred by the Purchaser in connection with this Agreement shall be borne by
the Purchaser, and the Seller hereby agrees that all fees and expenses incurred
by the Seller shall be borne by the Seller, in each case including without
limitation all fees and expenses of such party's counsel and accountants.
(c) Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and
supersedes any prior oral or written agreement between the parties.
(d) No Third-Party Beneficiaries; Assignment. This Agreement is for the
sole benefit of and binding upon the parties hereto and their permitted
successors and assigns and nothing herein, express or implied, is intended to or
shall confer upon any other person or entity any legal or equitable right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement.
This Agreement shall be binding upon the parties hereto and their respective
successors and assigns, and shall inure to the benefit of and be enforceable by
the parties hereof and their respective successors and assigns.
(e) Counterparts. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
(f) Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York without giving effect to
the principles of conflicts of laws thereof.
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IN WITNESS WHEREOF, the Purchaser and the Seller have caused this Agreement
to be executed as of the date first written above.
TRIARC COMPANIES, INC.
By: \s\
--------------------------------
Name:
Title:
CHIMEL TRUSTEE COMPANY LIMITED
By: \s\
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Name:
Title: