AGREEMENT FOR THE PURCHASE AND SALE OF 169,989 SHARES OF THE
774,277 OUTSTANDING SHARES OF COMMON STOCK OF
FIRST SAVINGS & LOAN ASSOCIATION OF SOUTH DAKOTA, INC.
THIS AGREEMENT, entered into as of the 18th day of August, 1997, by and
between Spectrum Bancorporation, Inc., a Delaware corporation, (the "Buyer") and
World Services, Inc., a South Dakota corporation (hereinafter referred to as
"Seller"), which owns 169,989 shares of common stock of First Savings & Loan
Association of South Dakota, Inc., Aberdeen, South Dakota ("First Savings"):
W I T N E S S E T H:
WHEREAS, the Buyer desires to purchase and the Seller desires to sell to
the Buyer, upon the terms, provisions and conditions hereinafter set forth,
169,989 shares of the First Savings common stock owned by Seller:
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Parties' Representatives. The "Seller's Representative" shall be Xxxxx
Xxxxxxx. Seller by its execution of this Agreement, authorizes the Seller's
Representative to take such action on behalf of Seller as the Seller's
Representative is herein authorized to take or as the Seller's Representative
may deem necessary or advisable in order to carry out the purpose and intent of
this Agreement. The "Buyer's Representative" shall be Xxxxx X. Xxxxxx, so long
as he is able and willing to act, and if he is not able and willing to act,
shall be Xxxxxxx X. Xxxxxxxx. Buyer, by execution of this Agreement, authorizes
the Buyer's Representative to take such action on behalf of the Buyer as the
Buyer's Representative is herein authorized to take or as the Buyer's
Representative may deem necessary or advisable in order to carry out the purpose
and intent of this Agreement.
2. Time and Place of Closing. The place of closing shall be at the main
banking office of F & M Bank in Watertown, South Dakota. The date and time of
closing shall be at the date and time selected by the Buyer no more than ten
days after Buyer shall have received approval from the Federal Reserve Bank of
Minneapolis for the acquisition of the shares of First Savings common stock to
be purchased and sold hereunder and the expiration of any mandatory waiting
periods.
3. Seller's Agreement to Sell: Seller hereby agrees to sell and deliver to
Buyer, and Buyer agrees to purchase, at the time and place of closing, 169,989
shares of common stock of First Savings, and Seller agrees to deliver to Buyer
at or before the time of closing the certificates representing such shares in
such form and accompanied by such closing documents as may reasonably be
requested by counsel for Buyer, duly endorsed, in order to render such shares
transferable to Buyer on the books of First Savings.
4. Purchase Price. Buyer agrees to pay to Seller as a purchase price for
each First Savings share properly tendered for sale hereunder by the Seller, the
amount of $2.51 per share, or a total of $426,672.39, payable at the time of
closing.
5. Warranties of Seller. Seller represents and warrants that, to the best
of Seller's information and belief, the financial condition of First Savings is
not materially less favorable than as set forth in the unaudited May 31, 1997
financial statements attached to World Savings' "Notice of Annual Meeting of
Shareholders" dated July 28, 1997. Seller further warrants that First Savings
has 774,277 shares of common stock outstanding; that there are no other classes
of stock outstanding; and that there are no options, warrants or agreements
whereby any additional shares of First Savings will be outstanding at the time
of closing. Seller further warrants that First Savings shall not be subject to
any fines or penalties as a result of any real or claimed failure of Seller to
comply with regulatory requirements concerning its ownership of First Savings
shares.
6. Title to Shares/Indemnity. Seller hereby represents and warrants that
Seller has full right, power and authority to enter into this Agreement and to
sell, assign, transfer and deliver the First Savings shares of common stock to
be sold by Seller hereunder; and that good and valid title, free and clear of
all liens, encumbrances, equities or claims to the First Savings shares being
sold hereunder by Seller will pass to Buyer at the time of closing; and Seller
will indemnify and save Buyer harmless against any loss, damage, liability or
express resulting from any breach of the representations or warranties contained
in paragraph 5 or 6 of this Agreement, which representations and warranties
shall survive the closing hereunder.
7. Reduction in Price in the Event of Dividends. In the event that during
the period from the date hereof to the time of closing First Savings shall pay
or declare any cash dividends, split its stock, or issue stock dividends, the
Seller agrees that the purchase price for the First Savings shares shall be
reduced, pro rata, by the amount of any such cash dividends, such reduction in
purchase price to be deducted from the cash payment to be paid to the Seller at
the time and place of closing, and any shares of First Savings received by
Seller as a result of any such stock split or stock dividend shall be delivered
to Buyer at closing for no additional consideration.
8. Approval of Board of Directors. Approval of the President and a majority
of the Board of Directors of the Seller shall be endorsed hereon which action
shall constitute an effective and binding action of the corporation. Seller
agrees to furnish to Buyer at the time and place of closing, a duly certified
copy of resolutions adopted by the Board of Directors of Seller authorizing and
approving the execution, delivery and performance of this Agreement by the
Seller. Seller further agrees to furnish to Buyer, at the time and place of
closing, a duly certified copy of resolutions by the stockholders of Seller
authorizing the Directors of Seller to sell the First Savings shares, duly
shares purchased by Buyer, free and clear of all liens, encumbrances, equities
or claims.
9. Regulatory Approval. Buyer agrees that within 10 business days after the
execution of this Agreement, it shall file a preliminary application and
subsequently a final application with the Minneapolis Federal Reserve for
approval to acquire the First Savings shares to be purchased hereunder. World
Services will cooperate with and support the efforts of Spectrum in seeking such
approvals. World Services will use its best efforts to obtain the cooperation of
First Savings to secure such approval. If such approval shall not have been
received within six months of the date of this Agreement, then, unless extended
by mutual agreement of the Buyer and Seller, this Agreement shall become void
and of n further force and effect. If Buyer shall have made such application in
good faith but shall not have secured permission from regulatory authorities
within such time, Buyer shall not be deemed in default hereof. Further, if any
act of World Services or First Savings shall impede or defeat Spectrum's ability
to secure such approval, Spectrum shall not be deemed in default hereof.
10. Escrow. Spectrum shall place $75,000 in Escrow with F & M Bank,
Aberdeen, South Dakota, to be held, administered and distributed pursuant to a
separate Escrow Agreement of even date.
11. Agreement Bind on Successors. This Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto, their respective heirs,
personal representatives, successors and assigns.
IN WITNESS WHEREOF, World Services, Inc., as Seller, and Spectrum
Bancorporation, Inc., as Buyer, have executed this Agreement, as of the date and
year first above written.
WORLD SERVICES, INC.
Seller
By
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President
SPECTRUM BANCORPORATION, INC.,
Buyer
By
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President
