EXHIBIT 1
AGREEMENT TO PURCHASE SHARES
This Agreement to Purchase Shares ("Agreement") is entered into
as of November 20, 1997 between ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Group, Inc., a Maryland
corporation ("Issuer"), and the United Nations Joint Staff Pension Fund
("Purchaser").
R E C I T A L S
Issuer desires to sell, and Purchaser desires to purchase 310,000
shares of the Common Stock, par value $.0001 per share, of Issuer (the
"Shares") on the terms and conditions contained in this Agreement.
The parties hereby agree as follows:
1. Issuer agrees to sell to Purchaser, effective upon receipt by
Issuer of the purchase price therefor, the Shares at a purchase price of
$33.125 per share for an aggregate purchase price of $10,268,750.00 (the
"Purchase Price").
2. Purchaser agrees to purchase the Shares for the Purchase Price.
3. Purchaser acknowledges receipt of Issuer's Prospectus dated
September 20, 1996 and the Prospectus Supplement covering the Shares dated
of even date with this Agreement.
4. Issuer shall promptly apply for listing of the Shares on the New
York Stock Exchange ("NYSE"). Upon receipt by Issuer of approval from the
NYSE of such application, Issuer shall immediately give written notice to
Purchaser of such approval (the "Approval Notice"). Upon receipt of the
Approval Notice, Purchaser shall immediately wire transfer the Purchase
Price to Issuer, and Issuer shall instruct First Chicago Trust Company of
New York, its transfer agent, to issue promptly certificates for the Shares
to Purchaser.
5. Issuer represents and warrants to Purchaser that when purchased
by Purchaser as provided herein, (a) the Shares shall be validly issued,
fully paid, and non-assessable, and will not be subject to preemptive or
other similar rights arising under the Maryland General Corporation Law or
the Charter and By-Laws of Issuer, and (b) the Shares have been registered
under the Securities Act of 1933, as amended, as part of the Company's
Registration Statement on Form S-3 (File No. 333-11431), which was declared
effective by the Securities and Exchange Commission on September 20, 1996.
6. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their successors and assigns.
7. This Agreement shall be governed by the laws of the State of
Indiana, without giving effect to the principles of conflict of laws of
such State.
8. Each person executing this Agreement represents that it has the
power and authority to execute this Agreement.
9. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in
writing and signed by Issuer and Purchaser. No agreements or
representations, oral or otherwise, expressed or implied, with respect to
the subject matter of this Agreement have been made by either party that
are not set forth expressly in this Agreement or in the Prospectus
Supplement.
10. This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original but all of which together will
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties to this Agreement have caused
this Agreement to be executed as of the date specified above.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ GROUP, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
Its: Chief Executive Officer
THE UNITED NATIONS JOINT STAFF
PENSION FUND
By: /s/ ▇▇▇▇▇ ▇▇▇▇
Its: Chief of Investments
