Exhibit I
SHARE PURCHASE AGREEMENT
This SHARE PURCHASE AGREEMENT (the "Agreement"), dated as of October 23,
2001 ("Closing Date"), is made by and between Xxxxxx X. Xxxx ("Seller"), and
Xxxxxxxx X. Xxxxxxxx ("Purchaser").
BACKGROUND
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Seller is the owner of Seventy-Two Thousand (72,000) shares of the Common
Stock, $.10 par value (the "Shares"), of AMREP Corporation, an Oklahoma
corporation (the "Company"). Seller had previously been interested in pursuing
certain transactions with the Company and certain of its subsidiaries, but no
longer has such interest. Consequently, Seller desires to sell the Shares.
Purchaser is willing to purchase the Shares from Seller, and Seller is willing
to sell the Shares to Purchaser, on the terms and conditions set forth in this
Agreement.
NOW THEREFORE, in consideration of the premises and mutual covenants,
agreements, representations and warranties herein made, and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, do hereby agree
as follows:
AGREEMENT
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1. Sale and Purchase of Shares:
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(a) At a closing to be held at the offices of Drinker, Xxxxxx & Xxxxx
LLP, One Xxxxx Square, 18/th/ and Cherry Streets, Philadelphia, Pennsylvania, at
10:00 a.m., on October 23, 2001, or at such other place or on such other date or
time as the parties hereto shall mutually agree (the "Closing Date") Seller
shall sell, convey, transfer and deliver to Purchaser, and Purchaser shall
purchase from Seller, the Shares for an aggregate purchase price of $486,000.00
(the "Purchase Price"), representing $6.75 for each share, payable in accordance
with Section 1(b) hereof.
(b) At the Closing, Seller shall deliver to Purchaser certificate
number NY 00018617, representing all of the Shares to be transferred
to Purchaser hereby, duly endorsed in blank and with separate stock powers
attached thereto and executed in blank (in each case, with all signatures
medallion guaranteed by a financial institution that is a member of The
Securities Transfer Association Medallion Program, New York Stock Exchange
Medallion Program or Stock Exchange Medallion Program), and Purchaser shall pay
the Purchase Price to Seller by check or wire transfer of immediately available
funds.
2. Representations and Warranties:
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(a) Seller hereby represents and warrants to Purchaser that:
(i) Seller is the lawful owner, beneficially and of record, of
the Shares. Seller is conveying good and valid title to the Shares, free and
clear of any lien, claim, encumbrance or restriction of any kind. The Shares
constitute all of the shares of capital stock or other securities of the Company
owned, beneficially or of record, by Seller or any of Seller's affiliates.
(ii) Seller has all necessary power and authority to execute,
deliver and perform this Agreement and to carry out its obligations hereunder.
Seller is not subject to or obligated under any contract provision or other
agreement, or subject to any order, decree, law, rule or regulation, which would
be violated by this Agreement or the sale of the Shares to Purchaser. No
authorization, consent or approval of any third party is necessary for the
consummation by Seller of the transactions contemplated hereby.
(iii) All negotiations relating to this Agreement have been
carried on by Seller directly without the intervention of any person, firm,
corporation or entity who or which may be entitled to any brokerage fee or other
commission in respect of the execution of this Agreement or the consummation of
the transactions contemplated hereby, and Seller agrees to indemnify and hold
Purchaser harmless against any and all claims, losses, liabilities or expenses
which may be asserted against Purchaser as a result of any dealings,
arrangements or agreements between Seller and any such person, firm, corporation
or entity.
(iv) Seller acknowledges that Purchaser is a director and
stockholder of the Company. Seller has made its decision to enter into this
Agreement after consideration and examination of facts and circumstances it
gathered independently, acknowledges that it has not received any information
regarding the Company from Purchaser and that it is in no way relying on any
information received from Purchaser. Seller hereby irrevocably waives any right
to claim that Purchaser should have disclosed to Seller any information
regarding the Company. Seller further acknowledges that Purchaser may in the
future purchase additional shares of the Company at a purchase price and under
terms different than those contained herein.
(b) Purchaser hereby represents and warrants to Seller the following:
(i) Purchaser has all necessary power and authority to execute,
deliver and perform this Agreement and to carry out its obligations hereunder.
Purchaser is not subject to or obligated under any contract provision or other
agreement, or subject to any order, decree, law, rule or regulation, which would
be violated by this Agreement or the purchase of the Shares. No authorization,
consent or approval of any third party is necessary for the consummation by
Purchaser of the transactions contemplated hereby.
(ii) Purchaser is acquiring the Shares solely for Purchaser's
own account as an investment and not with a view to, or for resale in connection
with, any distribution
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in violation of the Securities Act of 1933 (the "Securities Act") or applicable
state securities laws.
(iii) All negotiations relating to this Agreement have been
carried on by Purchaser directly without the intervention of any person, firm,
corporation or entity who or which may be entitled to any brokerage fee or other
commission in respect of the execution of this Agreement or the consummation of
the transactions contemplated hereby, and Purchaser agrees to indemnify and hold
Seller harmless against any and all claims, losses, liabilities or expenses
which may be asserted against Seller as a result of any dealings, arrangements
or agreements between Purchaser and any such person, firm, corporation or
entity.
3. Conditions to Closing:
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(a) The obligations of Seller under this Agreement are subject to the
conditions that (i) the representations and warranties of Purchaser set forth in
Section 2(b) hereof shall be true at and as of the Closing Date as though such
representations and warranties were made at and as of the Closing Date, and (ii)
Purchaser shall have delivered to Seller a certificate dated the Closing Date to
the foregoing effect, in form substantially similar to Exhibit A attached
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hereto.
(b) The obligations of Purchaser under this Agreement are subject to
the conditions that (i) the representations and warranties of Seller set forth
in Section 2(a) hereof shall be true at and as of the Closing Date as though
such representations and warranties were made at and as of the Closing Date, and
(ii) Seller shall have delivered to Purchaser a certificate, dated the Closing
Date to the foregoing effect, signed by an appropriate executive officer of
Seller, in form substantially similar to Exhibit B attached hereto.
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4. Attorney-in-fact: Seller irrevocably constitutes and appoints
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Purchaser the true and lawful agent and attorney-in-fact of Seller with respect
to the Shares, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest) to (i) deliver
certificates for the Shares, or transfer ownership of the Shares on the account
books maintained by the Company's book-entry transfer facility, together, in any
such case, with all accompanying evidence of transfer and authenticity, to
itself or its designee (ii) present the Shares for transfer on the books of the
Company, and (iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of the Shares, all in accordance the terms contained
herein.
5. Backup Withholding: Seller represents that it and the transactions
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contemplated herein are not subject to backup withholding or any other
withholding provisions of the Internal Revenue Code (the "Code"). Seller agrees
to provide Purchaser with appropriate proof certifying, as required by the Code
and Treasury Regulations, that it is not subject to any backup withholding.
Seller further agrees that its correct name, address, social security number or
employer identification number and any other information required by the Code or
IRS Treasury Regulations have been provided on the requisite forms.
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6. Further Assurances: Seller and Purchaser each shall, at any time and
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from time to time after the execution and delivery of this Agreement, upon
request of the other, do, execute, acknowledge and deliver or cause to be done,
executed, acknowledged and delivered, such further acts, assignments, transfers,
conveyances and assurances as may be reasonably necessary to further effectuate
the terms of this agreement.
7. Expenses: Each party hereto shall pay its own expenses incidental to
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the carrying out of the provisions of this Agreement and the consummation of the
transactions contemplated hereby.
8. Successors and Assigns: All authority herein conferred or agreed to be
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conferred shall survive the death or incapacity of either party, and any
obligation of either party hereto shall be binding upon the heirs, executors,
administrators, personal representatives, trustees in bankruptcy, successors and
assigns of such party. Purchaser may assign its rights under this Agreement to
any corporation or other entity that is an affiliate of Purchaser (within the
meaning of the federal securities laws). Except as otherwise provided in the
preceding sentence, this Agreement may not be assigned by either party hereto
without the prior written consent of the other party.
9. Integration: This Agreement constitutes the entire agreement between
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the parties hereto with respect to the purchase and sale of the Shares and
supersedes all other prior agreements and understandings.
10. Counterparts: This Agreement may be executed in any number of
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counterparts and each of such counterparts shall for any purposes be deemed to
be an original; and all such counterparts shall together constitute but one and
the same document.
11. Governing Law: This Agreement shall be construed in accordance with and
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governed by the internal laws of the Commonwealth of Pennsylvania without regard
to otherwise applicable principals of conflicts of laws.
12. Specific Performance: Seller acknowledges that the Shares are unique
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and otherwise not available and agrees that in addition to any other remedies,
Purchaser may invoke any equitable remedies to enforce delivery of the Shares
hereunder, including, without limitation, an action or suit for specific
performance.
[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first written above.
SELLER
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Address: c/o Recorp Management, Inc.
0000 X. Xxxxxxxx Xxxx, Xxxxx 0
Xxxxxxxxxx, XX 00000
Taxpayer I.D. Number: ###-##-####
PURCHASER
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx X. Xxxxxxxx
[Signature Page to Purchase Agreement]
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