Exhibit 3
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is entered into as of August 25th, 2003
between Iowa Great Lakes Flyers, Inc., an Iowa corporation (the "Purchaser"),
and Xxxxx X. Xxxxxx (the "Seller").
WHEREAS, Xxxxxxx X. Xxxx ("Xxxx") and the Seller are parties to a
Shareholder Buy-Sell Agreement dated June 28, 1996 and amended on December 26,
2001 (the "Buy-Sell Agreement");
WHEREAS, pursuant to the Buy-Sell Agreement, the Seller elected to put
certain shares of Great Lakes Aviation, Ltd. (the "Company") to Xxxx;
WHEREAS, Xxxx and the Seller desire that the Purchaser purchase such shares
in lieu of Xxxx;
WHEREAS, the Purchaser desires to purchase such shares; and
WHEREAS, the Purchaser and the Seller desire to enter into this Agreement
to effect the Seller's sale of such shares to the Purchaser.
NOW, THEREFORE, in consideration of the agreements and undertakings set
forth herein, and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the Purchaser and the Seller agree
as follows:
1. Sale and Purchase of Securities. Subject to the terms and conditions
hereof, the Seller hereby agrees to sell to the Purchaser, and the Purchaser
hereby agrees to purchase from the Seller, 172,413 shares of the Company's
common stock, par value $.01 per share (the "Shares"), at a purchase price of
$0.29 per share, for an aggregate purchase price of $49,999.77. The Seller and
the Purchaser each acknowledge and agree that the per share purchase price for
the Shares has been determined in accordance with the Buy-Sell Agreement and
that such purchase price represents a fair value of the Shares.
2. Closing; Payment. The closing of the sale to, and purchase by, the
Purchaser of the Shares (the "Closing") shall occur on the date of this
Agreement (the "Closing Date").
On the Closing Date, the Seller shall deliver to the Company's transfer
agent the certificate or certificates representing the Shares currently
registered in her name and shall irrevocably instruct such transfer agent in
writing, in a form acceptable to the Purchaser, to cancel that certificate or
certificates and issue a certificate representing the Shares registered in the
Purchaser's name.
On the Closing Date, the Purchaser will deliver to the Seller a check or
wire transfer in the amount of $49,999.77, against delivery of the certificate
for the Shares, in payment of the total purchase price for the Shares.
3. Representations and Warranties of Purchaser. The Purchaser represents
and warrants that:
3.1 Investment Intent. The Shares are being purchased for the
Purchaser's own account and not with a view to the distribution or sale
thereof.
3.2 Acts and Proceedings. This Agreement has been duly executed and
delivered by the Purchaser and is a valid and binding agreement on the
Purchaser, except as the enforceability thereof may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting the
enforcement of creditors' rights generally, and except for judicial
limitations on the enforcement of the remedy of specific enforcement and
other equitable remedies.
3.3 No Brokers or Finders. No person, firm or corporation has or will
have, as a result of any act or omission by the Purchaser, any right,
interest or valid claim against the Seller for any commission, fee or other
compensation as a finder or broker, or in any similar capacity, in
connection with the transactions contemplated by this Agreement. The
Purchaser will indemnify and hold the Seller harmless against any and all
liability with respect to any commission, fee or other compensation which
may be payable or determined to be payable as a result of the actions of
the Purchaser in connection with the transactions contemplated by this
Agreement.
3.4 Access to Company Information. The Purchaser has been afforded
access to and the opportunity to obtain all financial and other information
about the Company that the Purchaser desires (including the opportunity to
meet with Company officers), and the Purchaser has either been supplied
with such information or has determined that such information was not
required. The Purchaser acknowledges that he has been provided with an
opportunity to review a copy of the reports filed by the Company with the
SEC under the Securities Exchange Act of 1934. The Purchaser further
acknowledges that he has carefully read and reviewed, and is familiar with
and understands the contents thereof, including, without limitation, the
risk factors described in the Company's Annual Report on Form 10-K for the
year ended December 31, 2002. There is no further information about the
Company that the Purchaser desires or requires to make his decision to buy
the Shares from the Seller.
4. Representations and Warranties of the Seller. The Seller represents
and warrants that:
4.1 Ownership of Shares; Authority. The Seller is the sole legal and
equitable owner of the Shares, free and clear of any liabilities, liens,
encumbrances, assessments, restrictions, obligations, claims, charges or
options of any kind whatsoever, and the Seller has full right and authority
to enter into this Agreement and perform all of her obligations hereunder.
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4.2 Acts and Proceedings. This Agreement has been duly executed and
delivered by the Seller and is a valid and binding agreement on the Seller,
except as the enforceability thereof may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting the enforcement of
creditors' rights generally, and except for judicial limitations on the
enforcement of the remedy of specific enforcement and other equitable
remedies.
4.3 No Brokers or Finders. No person, firm or corporation has or will
have, as a result of any act or omission by the Seller, any right, interest
or valid claim against the Purchaser for any commission, fee or other
compensation as a finder or broker, or in any similar capacity, in
connection with the transactions contemplated by this Agreement. The Seller
will indemnify and hold the Purchaser harmless against any and all
liability with respect to any commission, fee or other compensation which
may be payable or determined to be payable as a result of the actions of
the Seller in connection with the transactions contemplated by this
Agreement.
4.4 Access to Company Information. The Seller has been afforded
access to and the opportunity to obtain all financial and other information
about the Company that the Seller desires (including the opportunity to
meet with Company officers), and the Seller has either been supplied with
such information or has determined that such information was not required.
The Seller acknowledges that she has been provided with an opportunity to
review a copy of the reports filed by the Company with the SEC under the
Securities Exchange Act of 1934. The Seller further acknowledges that she
has carefully read and reviewed, and is familiar with and understands the
contents thereof, including, without limitation, the risk factors described
in the Company's Annual Report on Form 10-K for the year ended December 31,
2002. There is no further information about the Company that the Seller
desires or requires to make her decision to sell the Shares to the
Purchaser.
5. General Indemnity. The Seller hereby agrees to indemnify and hold the
Purchaser harmless from and against any and all claims, demands, losses,
damages, liabilities, costs and expenses (including reasonable attorneys' fees
and disbursements) arising out of or in connection with any breach by the Seller
of any of her obligations, representations or warranties hereunder. The Seller
further agrees to indemnify and hold the Purchaser harmless from and against any
claim that she or others may have based on the sale of the Shares to the
Purchaser pursuant to this Agreement.
6. Further Assurances. The Seller and the Purchaser shall deliver any and
all other instruments or documents required to be delivered pursuant to, or
reasonably necessary or proper to give effect to, the provisions of this
Agreement and to consummate the transactions contemplated by this Agreement.
7. Changes, Waivers, etc. Neither this Agreement nor any provision hereof
may be changed, waived, discharged or terminated orally, but only by a statement
in writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought.
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8. Notices. All notices, requests, consents and other communications
required or permitted hereunder shall be in writing and shall be delivered, or
mailed first-class postage prepaid, registered or certified mail:
(a) if to the Purchaser, addressed to the Purchaser, 00000 Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxx, Xxxxxxx 00000, or at such other address as the
Purchaser may specify by written notice to the Seller, or
(b) if to the Seller, addressed to the Seller, 000 Xxxxxxx Xxxxxxx
Xxxxx, Xxxxxxx Xxxx, Xxxx 00000, or to such other address as the Seller may
specify by written notice to the Purchaser.
Such notices and other communications shall for all purposes of this Agreement
be treated as being effective or having been given if delivered personally or,
if sent by mail, when received.
9. Survival of Representations and Warranties. All representations and
warranties contained herein shall survive the execution and delivery of this
Agreement and the sale and purchase of the Shares and payment therefor.
10. Headings. The headings of the Sections of this Agreement have been
inserted for convenience of reference only and do not constitute a part of this
Agreement.
11. Choice of Law. The laws of the State of Iowa shall govern the validity
of this Agreement, the construction of its terms and the interpretation of the
rights and duties of the parties.
12. Counterparts. This Agreement may be executed concurrently in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
13. Public Announcements. The Seller agrees not to issue any press release
or make any other public announcement concerning this Agreement that identifies
the Purchaser without receiving the prior consent of the Purchaser, which
consent shall not be unreasonably withheld; provided, however, that nothing
herein shall limit the Seller's right to make disclosures required by the
Securities Act or the Securities Exchange Act of 1934, as amended from time to
time.
14. Preparation of Agreement. Xxxxxx and Xxxxxx, P.A. has drafted this
Agreement at the request of the Purchaser. By signing this Agreement, the Seller
acknowledges that she has been advised that Xxxxxx and Xxxxxx, P.A. is not
representing her and that her interests under this Agreement may now or
hereafter be adverse to, or to conflict with, the interests of the Purchaser.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
IOWA GREAT LAKES FLYERS, INC.
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
Its: President
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