EXHIBIT 10.2
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is made as of December 19, 1997,
by and between HOME FEDERAL SAVINGS BANK, as Trustee (the "ESOP Trustee")
under the Trust established pursuant to the DAKOTA TELECOMMUNICATIONS
GROUP, INC. EMPLOYEE STOCK OWNERSHIP PLAN ("Purchaser"), and DAKOTA
TELECOMMUNICATIONS GROUP, INC. ("Seller").
Seller desires to sell to Purchaser, and Purchaser, acting
through the ESOP Trustee, desires to purchase from Seller, 49,213 shares
(the "Shares") of the common stock of Seller.
ACCORDINGLY, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. AGREEMENT TO SELL SHARES. Seller agrees to sell the Shares to
Purchaser, and Purchaser agrees to purchase the Shares from Seller, for a
purchase price of $20.32 per share, or a total of $1,000,000 ("Purchase
Price"). The Purchase Price shall be paid in cash at the Closing (as
defined below).
2. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and
warrants to Purchaser as follows:
(a) THE SHARES. The Shares have been duly authorized and, when
issued and delivered against payment therefor as provided in Section 1
of this Agreement, will be duly and validly issued and will constitute
fully paid and nonassessable shares of common stock of Seller. Seller
will convey to Purchaser, on the date of Closing, good and valid title
to the Shares free and clear of any liens, claims, security interests
and encumbrances, except for (i) beneficial interests accruing to ESOP
participants and their beneficiaries and (ii) any liens, claims,
security interests and encumbrances created or imposed by Purchaser.
(b) AUTHORIZATION AND ENFORCEABILITY. Seller has the full
capacity, power and authority to enter into this Agreement and to carry
out the transactions and agreements contemplated hereby and this
Agreement is binding upon Seller and is enforceable against Seller in
accordance with its terms.
(c) NO CONFLICT. The execution and delivery of this Agreement by
Seller and the sale of the Shares pursuant hereto will not conflict
with, or result in a breach of or a default under, or give rise to a
right of acceleration under, any agreement or instrument to which
Seller is a party or by which Seller is bound, or violate any law, rule
or regulation of any governmental body or agency or any order, writ,
injunction or decree of any court or governmental body or agency to
which Seller is subject or by which Seller is bound.
(d) LITIGATION. No action or proceeding has been instituted or
threatened against Seller seeking to enjoin, restrain or prohibit, or
which might result in substantial damages in respect of, this Agreement
or the transfer of the Shares pursuant to this Agreement, and no court
order has been entered in any action or proceeding which enjoins,
restrains or prohibits this Agreement or the transfer of the Shares
under this Agreement.
3. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents
and warrants to Seller as follows:
(a) AUTHORIZATION AND ENFORCEABILITY. Purchaser has the full
capacity, power and authority to enter into this Agreement and to carry
out the transactions and agreements contemplated hereby. The
execution, delivery and performance of this Agreement is binding upon
Purchaser and enforceable against Purchaser in accordance with its
terms. The execution, delivery and performance of this Agreement by
Purchaser has been duly authorized by all proper action on the part of
Purchaser.
(b) NO CONFLICT. The execution and delivery of this Agreement by
Purchaser and the purchase of the Shares pursuant hereto will not
conflict with, or result in a breach of or a default under, or give
rise to a right of acceleration under, any agreement or instrument to
which Purchaser is a party or by which it is bound, or violate any law,
rule or regulation of any governmental body or agency or any order,
writ, injunction or decree of any court or governmental body or agency
to which Purchaser is subject or by which it is bound.
(c) LITIGATION. No action or proceeding has been instituted or
threatened against Purchaser seeking to enjoin, restrain or prohibit,
or which might result in substantial damages in respect of, this
Agreement or the transfer of the Shares pursuant to this Agreement, and
no court order has been entered in any action or proceeding which
enjoins, restrains or prohibits this Agreement or the transfer of the
Shares under this Agreement.
4. CLOSING. The closing of the sale and purchase of the Shares and
the other transactions contemplated by this Agreement shall take place at a
time and place to be mutually agreed upon by the parties at the offices of
the ESOP Trustee, HOME FEDERAL SAVINGS BANK, 000 Xxxxx Xxxx Xxxxxx, X.X.
Xxx 000, Xxxxx Xxxxx, Xxxxx Xxxxxx 00000-0000 ("Closing"). At the Closing,
Seller shall deliver to Norwest Bank, N.A., Seller's transfer agent,
irrevocable instructions to issue to Purchaser, as soon as is reasonably
practicable, a certificate or certificates representing the Shares. At the
Closing, Purchaser shall deliver payment to Seller of the Purchase Price
for the Shares in cash, by check, or by wire transfer of immediately
available funds to an account designated by Seller.
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5. CONDITIONS PRECEDENT TO OBLIGATIONS.
(a) CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER. The
obligations of Purchaser are subject to the satisfaction of the
following conditions at or before the Closing:
(i) ACCURACY OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Seller in this Agreement shall
have been true and correct in all material respects when made and
shall be true and correct in all material respects on and as of the
date of Closing.
(ii) ESOP LOAN AGREEMENT. The ESOP Trustee (on behalf of
Purchaser) and Home Federal Savings Bank (or such other lender as
may be selected by Purchaser) shall have entered into a loan
agreement and related arrangements acceptable to the ESOP Trustee
and Seller.
(iii) PERFORMANCE OF AGREEMENT. Seller shall have performed all
obligations and agreements, delivered all documents and complied
with all covenants and conditions required of Seller by this
Agreement.
(iv) ESOP LETTER. The ESOP Trustee shall have received a
letter from Duff & Xxxxxx or other nationally recognized firm to
the effect that the Purchase Price to be paid for the Shares is not
greater than their fair market value.
(b) CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations
of Seller are subject to the satisfaction of the following conditions
at or before the Closing:
(i) ACCURACY OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Purchaser in this Agreement shall
have been true and correct in all material respects when made and
shall be true and correct in all material respects on and as of the
date of Closing.
(ii) PERFORMANCE OF AGREEMENT. Purchaser shall have performed
all obligations and agreements, delivered all documents and
complied with all covenants and conditions required of Purchaser by
this Agreement.
6. MISCELLANEOUS.
(a) ENTIRE AGREEMENT. This Agreement contains the entire agreement
of the parties with respect to the subject matter hereof, and
supersedes all prior and contemporaneous agreements and understandings,
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whether express or implied, oral or written. This Agreement may not be
modified or amended except by a writing executed by the parties hereto.
(b) CAPTIONS. The captions contained in this Agreement are for
convenience only and are not a part of this Agreement.
(c) COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed an original.
(d) GOVERNING LAW. This Agreement and the transactions
contemplated by it shall be governed by the laws of the State of South
Dakota applicable to contracts made and performed in South Dakota.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
HOME FEDERAL SAVINGS BANK,
as Trustee for the
DAKOTA TELECOMMUNICATIONS GROUP, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
By /S/ XXXXXXX X. XXXXXX, X.X.
Its TRUST OFFICER
"Purchaser"
DAKOTA TELECOMMUNICATIONS GROUP, INC.
By /S/ XXXXX X. XXXXXXXX
Its EXECUTIVE VICE PRESIDENT
"Seller"
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