Exhibit 10.5
ADDITIONAL PURCHASE AGREEMENT
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This Agreement is made as of this 27th day of May, 1997, by and between
CHILDREN'S MUSEUM OF INDIANAPOLIS, an Indiana nonprofit corporation ("Children's
Museum"), and CENTRAL NEWSPAPERS, INC., an Indiana corporation (the "Company").
Recitals
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A. On or about May 20, 1997, the Estate of Xxxx Xxxxxxxx distributed
621,300 shares of Class A common stock of the Company to the Children's Museum.
B. On April 11, 1997, the Children's Museum and the Company entered into
that certain stock purchase agreement (the "Stock Purchase Agreement") whereby
the Company agreed to purchase, and the Children's Museum agreed to sell,
207,100 shares of Class A common stock, which transaction closed on May 20,
1997. The Stock Purchase Agreement also obligated the Company to use its best
efforts to enable the Children's Museum to sell substantially all of its
remaining shares of the Company's Class A common stock in an underwritten
registered public offering.
C. The Children's Museum is selling 360,174 shares of the Class A common
stock of the Company in an underwritten secondary offering of the Company's
Class A common stock (the "Secondary Offering").
D. The Children's Museum has granted the underwriters of the Secondary
Offering the right and option to purchase up to an additional 54,026 of Class A
common stock of the Company (the "Shares"), for the same price per share as
provided for in the Secondary Offering, pursuant to an over-allotment option
(the "Option").
E. In the event the underwriters of the Secondary Offering do not elect to
purchase any or all of the Shares pursuant to the Option, the Company desires to
purchase, and the Children's Museum desires to sell, all of the Shares not
purchased by the underwriters as provided herein.
Agreement
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NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and subject to and upon the terms and conditions hereinafter
set forth, it is hereby agreed as follows:
Article I
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Purchase of Shares
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In the event that the underwriters do not purchase any or all of the Shares
pursuant to the Option, the Company hereby agrees to purchase, and the
Children's Museum hereby agrees to sell, all the Shares not purchased by the
underwriters. The purchase price (the "Purchase Price") for each of the Shares
shall be the same price as the per share exercise price of the Option. Closing
shall take place at the Company's offices in Indianapolis, Indiana, within five
(5) days of the expiration of the Option (the "Closing Date"). At the closing,
the Children's Museum shall deliver to the Company the certificate or
certificates representing the Shares being sold, a stock power duly executed in
blank and such other instruments as the Company shall deem necessary to transfer
ownership of the Shares to the Company and the Company shall deliver to the
Children's Museum immediately available funds for the full amount of the
Purchase Price.
Article II
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Representations and Covenants of the Children's Museum
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The Children's Museum hereby represents and warrants as follows:
(a) As of the Closing Date, the Children's Museum will be the sole
owner of the Shares not purchased by the underwriters, and that
each of such Shares will be free and clear of liens,
encumbrances, claims of others and transfer restrictions of any
kind; and
(b) The Children's Museum has full power and authority to sell the
Shares not purchased by the underwriters to the Company in
accordance with the provisions hereof; and
(c) This Agreement is the valid and binding obligation of the
Children's Museum, enforceable in accordance with its terms, and
the execution and performance of this Agreement by the Children's
Museum will not result in any violation of or be in conflict with
or constitute a default under any contract, agreement,
instrument, judgment, decree or other indenture to which the
Children's Museum is a party or by which the Children's Museum
otherwise is bound; and
(d) No person, corporation or other entity has, nor as a result of
the transactions contemplated hereby will have, any right,
interest, or valid claim against the Children's Museum, the
Company or any other person, for any commission, fee or other
compensation as a
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finder or broker or in any similar capacity arising out of any
action taken by the Children's Museum; and
(c) The Children's Museum has had access to all public information it
desires concerning the Company and its subsidiaries and
operations and has had the opportunity to ask such questions of
officers of the Company as the Children's Museum has deemed
necessary or appropriate in order to enable the Children's Museum
to determine whether to authorize the sale of the Shares. The
Children's Museum has reviewed all information it deems material
to making its decision to sell the Shares.
Article III
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Representations and Covenants of the Company
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The Company hereby represents and warrants as follows:
(a) This Agreement is the valid and binding obligation of the
Company, enforceable in accordance with its terms, and the
execution and performance of this Agreement by the Company will
not result in any violation of or be in conflict with or
constitute a default under any contract, agreement, instrument,
judgment, decree or other indenture to which the Company is a
party or by which the Company otherwise is bound; and
(b) No person, corporation or other entity has, nor as a result of
the transactions contemplated hereby will have, any right,
interest, or valid claim against the Children's Museum, the
Company or any other person, for any commission, fee or other
compensation as a finder or broker or in any similar capacity
arising out of any action taken by the Company; and
(c) The Company's purchase of the Shares pursuant to this Agreement
is a permissible distribution within the limits of IC 23-1-28-3
and does not violate any provisions of the Company's articles of
incorporation as amended.
Article IV
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General
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4.1 This Agreement constitutes the entire Agreement between the parties
with respect to the subject matter hereof and supersedes and merges all prior
understandings and agreements concerning the subject matter hereof. This
Agreement may only be modified or amended in writing.
4.2. This Agreement shall be governed and construed in all respects under
the laws of the State of Indiana.
4.3. This Agreement may be executed in counterparts, each one of which
shall constitute one and the same Agreement and each one of which shall be
deemed an original.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
CENTRAL NEWSPAPERS, INC.
By: /s/ XXXX XXXXXX
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Printed: Xxxx Xxxxxx
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Title: Secretary
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CHILDREN'S MUSEUM OF INDIANAPOLIS
By: /s/ XXXX X. XXXXXX
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Printed: Xxxx X. Xxxxxx
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Title: Treas.
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