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Exhibit 2
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of March 31, 2000 (this
"Agreement"), by and between Leucadia National Corporation, a New York
corporation ("Buyer"), and PNC Bank N.A. & A.P.K. Jr. Trustees Under the Will of
Xxxxxx Xxxxx ("Seller").
W I T N E S S E T H:
WHEREAS, Seller desires to sell 883,296 shares (the "Shares") of
common stock, par value $.0001 per share, of Fidelity National Financial, Inc.,
a Delaware corporation ("Fidelity"), to Buyer, and Buyer desires to purchase the
Shares;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants, provisions and agreements set forth herein, the parties hereto
hereby agree as follows:
1. Purchase of the Shares. Subject to the terms and
conditions set forth in this Agreement, Seller shall sell, convey, assign,
transfer and deliver the Shares to Buyer and Buyer shall purchase and acquire
the Shares from Seller for a cash purchase price of $15 per Share and an
aggregate cash purchase price of $13,249,440 (the "Purchase Price"). Such
transaction, referred to herein as the "Purchase," shall occur on April 4, 2000
(unless either the parties mutually agree that the Purchase shall occur on a
different date or Xxxxx X. Xxxxx, Xx. shall have been unable to provide to
Fidelity the opinion of counsel referred to in clause (iii) of the last
paragraph of the letter from Xxxxx X. Xxxxx, Xx. to Fidelity dated January 7,
2000 (the "January 7 Letter"), in which case the date on which the Purchase
shall occur shall be postponed until the date that Xxxxx X. Xxxxx, Xx. has been
able to provide such opinion of counsel to Fidelity). Seller has separately
provided to Buyer the form of opinion of counsel to be provided to Fidelity on
April 3, 2000.
2. Representations and Warranties of Buyer. Buyer hereby
represents and warrants to Seller with respect to the Purchase of the Shares as
follows:
(a) Investment Experience. Buyer has substantial experience
in evaluating and investing in private placement transactions of
securities in companies similar to Fidelity. Buyer is capable of
evaluating the merits and risks of Buyer's investment in Fidelity and
has such business and financial experience as is required to give it the
capacity to protect Buyer's own interests.
(b) Accredited Investor. Buyer is an "accredited investor"
as that term is defined in Securities and Exchange Commission Rule 501
of Regulation D, as presently in effect.
(c) Investment. Buyer is acquiring the Shares only for
investment in Buyer's own account, not as a nominee or agent and not
with the view to, or for resale in connection with, any distribution
thereof. Buyer understands that the sale of the Shares has not been
registered under the Securities Act of 1933, as amended (the "Act"), by
reason of a specific exemption from the registration provisions of the
Act that depends upon, among other things, the bona fide nature
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of Buyer's investment intent and the accuracy of Buyer's representations
as expressed herein.
(d) Authority; Non-Contravention. Buyer has the full right,
power and capacity to enter into this Agreement and to consummate the
transactions contemplated hereby. The execution of this Agreement and
the consummation of the transactions contemplated hereby will not
conflict with or constitute a breach of or default under any agreement
to which Buyer is a party or by which Buyer's assets are bound.
3. Representations and Warranties of Seller. Seller hereby
represents and warrants to Buyer with respect to the Purchase of the Shares as
follows:
(a) Ownership of the Shares. Seller is the beneficial owner
of the Shares, and at the time of the Purchase the Shares shall be free
and clear of any and all liens, pledges or other encumbrances.
(b) Authority; Non-Contravention. Assuming satisfaction of
the requirements set forth in the January 7 Letter, (i) Seller has the
full right, power and capacity to enter into this Agreement and to
consummate the transactions contemplated hereby, and (ii) the execution
of this Agreement and the consummation of the transactions contemplated
hereby will not conflict with or constitute a breach of or default under
any agreement to which Seller is a party or by which Seller's assets are
bound.
4. Brokers. Each of Buyer and Seller represents to the
other that no agent, broker, investment banker, person or firm acting on behalf
of it or under its authority is or will be entitled to any broker's, finder's or
investment banker's fee or any other commission or similar fee directly with the
transaction contemplated hereby.
5. Governing law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
6. Assignment. This Agreement is not assignable by either
party, except that Buyer shall have the right to assign this Agreement to any
wholly-owned subsidiary of Buyer in which case (i) the representations in
Section 2 hereof shall be deemed to be made by Buyer for itself and any such
assignee and (ii) Buyer shall continue to be obligated under this Agreement.
7. Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto, and there are no agreements,
understandings or representations between the parties hereto which are not set
forth herein. This Agreement may be terminated by either party without liability
to the other party in the event that the Purchase has not been completed on or
prior to May 1, 2000. Each of Seller and Buyer agrees to use commercially
reasonable efforts to cause the Purchase to occur on or prior to May 1, 2000.
8. Counterparts. This Agreement may be executed in
counterparts, each of which shall be an original and all of which together shall
be one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement or caused this Agreement to be duly executed as of the day and year
first above written.
LEUCADIA NATIONAL CORPORATION
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: EVP
PNC BANK N.A. & A.P.K. JR. TRUSTEES
UNDER THE WILL OF XXXXXX XXXXX
By: /s/ Xxxxx X. Xxxxx, Xx.
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Name: Xxxxx X. Xxxxx, Xx.
Title: Co-Trustee
By: /s/ Xxxxxx Xxxxxxxxx
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Name: PNC Bank - Xxxxxx Xxxxxxxxx
Title: Co-Trustee
Solely for purposes of the last sentence of
Section 7 hereof Xxxxx X. Xxxxx, Xx. agrees
to be included within the definition of "Seller."
/s/ Xxxxx X. Xxxxx, Xx.
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Xxxxx X. Xxxxx, Xx.
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