EXHIBIT X
SHARE PURCHASE AGREEMENT
This SHARE PURCHASE AGREEMENT (the "Agreement), dated as of October 25,
2002 ("Closing Date"), is made by and between Credo Investments, L.L.C., an
Arizona limited liability company, ("Seller"), and Xxxxxxxx X. Xxxxxxxx
("Purchaser").
BACKGROUND
Seller is the owner of Nine Thousand Nine Hundred (9,900) shares of the
Common Stock, $.10 par value (the "Shares"), of AMREP Corporation, an Oklahoma
corporation (the "Company"). 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
1. Sale and Purchase of Shares:
(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
or before 9:30 a.m., on October 30, 2002, 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 $86,625.00 (the "Purchase Price"), representing $8.75 for each share, payable
in accordance with Section 1(b) hereof.
(b) At the Closing, Seller shall deliver to Purchaser certificate
number NY 18720 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. Representation and Warranties:
(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 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
majority 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 then 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.
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(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 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:
(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 through 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
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.
4. Attorney-in-fact: Seller irrevocably constitutes and appoints
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
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
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information required by the Code or IRS Treasury Regulations have been provided
on the requisite forms.
6. Further Assurances: Seller and Purchaser each shall, at any time and
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
the carrying out of the provisions of the Agreement and the consummation of the
transactions contemplated hereby.
8. Successors and Assigns: All authority herein conferred or agreed to be
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
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
counterparts and each of such counterparts shall for any purpose 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 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
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
CREDO INVESTMENTS, L.L.C., an
Arizona limited liability company
By: /s/ Xxxx X. Xxxxxxx, Manager
----------------------------------------
Xxxx X. Xxxxxxx
Address: 0000 X. Xxxxxxxx Xxxx, Xxxxx 0
Xxxxxxxxxx, XX 00000
Taxpayer Identification Number: 00-0000000
PURCHASER
/s/ Xxxxxxxx X. Xxxxxxxx
--------------------------------------------
XXXXXXXX X. XXXXXXXX
[Signature Page to Purchase Agreement]
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Exhibit A
Closing Certificate
Xxxxxxxx X. Xxxxxxxx ("Purchaser"), in connection with the closing being
held today pursuant to the Share Purchase Agreement dated as of October 25, 2002
(the "Agreement") by and among Credo Investments, L.L.C., an Arizona limited
liability company, and Purchaser, hereby certifies that:
1. The representations and warranties of Purchaser contained in the
Agreement were true and correct when made and are true and correct at and as of
the date hereof.
2. Purchaser has performed and complied in all material respects with all
of the agreements, covenants and conditions required by the Agreement to be
performed or complied with by Purchaser on or before the date hereof.
IN WITNESS WHEREOF, Purchaser has executed this certificate as of this ____
day of October 2002.
PURCHASER
_____________________________________________
XXXXXXXX X. XXXXXXXX
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Exhibit B
Closing Certificate
Credo Investments, L.L.C., an Arizona limited liability company ("Seller"), in
connection with the closing being held today pursuant to the Share Purchase
Agreement dated as of October 25, 2002 (the "Agreement") by and among Seller
Xxxxxxxx X. Xxxxxxxx, hereby certifies that:
1. The representations and warranties of Seller contained in the Agreement
were true and correct when made and are true and correct at and as of the date
hereof.
2. Seller has performed and complied in all material respects with all of
the agreements, covenants and conditions required by the Agreement to be
performed or complied with by Seller on or before the date hereof.
IN WITNESS WHEREOF, Seller has executed this certificate as of this ____
day of October 2002.
CREDO INVESTMENTS, L.L.C.,
an Arizona limited liability company
By:___________________________________
Xxxx X. Xxxxxxx, Manager
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