Exhibit 10.4
ADDITIONAL PURCHASE AGREEMENT
-----------------------------
This Agreement is made as of this 27th day of May, 1997, by and between
LIBERTY FUND, INC., an Indiana nonprofit corporation ("Liberty Fund"), and
CENTRAL NEWSPAPERS, INC., an Indiana corporation (the "Company").
Recitals
--------
A. Prior to the distribution by the Estate (as defined below), the
Liberty Fund was the record owner of 1,146,900 shares of the Class A common
stock of the Company.
B. On or about May 20, 1997, the Estate of Xxxx Xxxxxxxx (the "Estate")
distributed 1,242,600 shares of Class A common stock of the Company to the
Liberty Fund.
C. On April 11, 1997, the Liberty Fund and the Company entered into that
certain stock purchase agreement (the "Stock Purchase Agreement") whereby the
Company agreed to purchase, and the Liberty Fund agreed to sell, 763,167 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 Liberty Fund to sell substantially all of its remaining shares of the
Company's Class A common stock in an underwritten registered public offering.
D. The Liberty Fund is selling 1,327,246 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").
E. The Liberty Fund has granted the underwriters of the Secondary
Offering the right and option to purchase up to an additional 199,087 shares 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").
F. 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 Liberty Fund desires to sell, all of the Shares not
purchased by the underwriters as provided herein.
Agreement
---------
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
---------
Purchase of Shares
------------------
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 Liberty
Fund 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 Liberty
Fund 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 Liberty Fund
immediately available funds for the full amount of the Purchase Price.
Article II
----------
Representations and Covenants of the Liberty Fund
-------------------------------------------------
The Liberty Fund hereby represents and warrants as follows:
(a) As of the Closing Date, the Liberty Fund 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 Liberty Fund 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
Liberty Fund, enforceable in accordance with its terms, and the
execution and performance of this Agreement by the Liberty Fund
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 Liberty Fund
is a party or by which the Liberty Fund 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 Liberty Fund, 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 Liberty Fund; and
2
(e) The Liberty Fund 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 Liberty Fund has deemed necessary
or appropriate in order to enable the Liberty Fund to determine
whether to authorize the sale of the Shares. The Liberty Fund has
reviewed all information it deems material to making its decision
to sell the Shares.
Article III
-----------
Representations and Covenants of the Company
--------------------------------------------
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, or as a result of the
transactions contemplated hereby will have, any right, interest,
or valid claim against the Liberty Fund, 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
----------
General
-------
4.1. This Agreement constitutes the entire Agreement between the parties
with respect to the subject matter hereof and supersedes and merges all prior
understanding 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.
3
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
-------------------------------------
Printed: Xxxx Xxxxxx
--------------------------------
Title: Secretary
----------------------------------
LIBERTY FUND, INC.
By: /s/ T. XXXX XXXXXXX
-------------------------------------
Printed: T. Xxxx Xxxxxxx
--------------------------------
Title: Chairman and CEO
----------------------------------
4
