EXHIBIT 99.3
FORM OF VOTING AGREEMENT
This VOTING AGREEMENT ("Voting Agreement") is entered into as
of October __, 1998 by and among McLeodUSA Incorporated, a Delaware
corporation ("Acquiror"), West Group Acquisition Co., a Delaware
corporation and a wholly owned subsidiary of Acquiror ("Acquiror Sub"),
and Xxxxx X. Xxxxxxxx, a stockholder (the "Stockholder") of Dakota
Telecommunications Group, Inc., a Delaware corporation (the "Company").
WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of
October ___, 1998 (the "Merger Agreement"), by and among Acquiror, Acquiror
Sub and the Company, Acquiror Sub will be merged with and into the Company
(the "Merger") and, as a result of the Merger, the separate corporate
existence of Acquiror Sub shall cease and the Company shall continue as the
surviving corporation of the Merger (the "Surviving Corporation");
WHEREAS, the Company, as the Surviving Corporation of the Merger,
will become a wholly owned subsidiary of Acquiror; and
WHEREAS, in order to induce Acquiror and Acquiror Sub to enter
into the Merger Agreement, the Stockholder has agreed to execute and
deliver to Acquiror this Voting Agreement;
NOW, THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. Capitalized terms used and not defined herein
shall have the meanings specified in the Merger Agreement.
2. VOTING; FURTHER ASSURANCES. The Stockholder hereby
irrevocably agrees, for the period from the date hereof through the date on
which the Merger is consummated or the Merger Agreement is terminated in
accordance with the terms thereof, whichever is earlier (such period being
hereinafter referred to as the "Term"), to cast all votes attributable to
Company Capital Stock then beneficially owned by the Stockholder and over
which the Stockholder has voting power but excluding shares of Company
Capital Stock held solely in a fiduciary capacity in such Stockholder's
capacity as a member of the Administrative Committee of the Dakota
Telecommunications Group, Inc. Employee Stock Ownership Plan (the "Shares")
at any annual or special meeting of stockholders of the Company, including
any adjournments or postponements thereof (a "Meeting"), in favor of the
approval and adoption of the Merger Agreement and Articles of Merger and
approval of the Merger and against any Competing Transaction. The
Stockholder further agrees to grant to the persons designated by the
Company's Board of Directors, as such Board may be constituted from time to
time, as such Board's attorneys-in-fact or proxies with respect to such
Meeting, a specific written proxy (in such form as the Company is
soliciting from other stockholders of the Company) to vote (or, if present
in person at such Meeting, to vote) all Company Capital Stock which the
Stockholder is entitled to vote in favor of the approval and adoption of
the Merger Agreement and Articles of Merger and approval of the Merger and
against any Competing Transaction. Nothing in this Voting Agreement is
intended to restrict or limit the Stockholder's rights or obligations
solely and exclusively in his capacity as a director of the Company with
respect to failing to make or withdrawing or modifying his recommendation
for the Merger or making or disclosing any position or taking any other
action if the Board of Directors of the Company, after consultation with
and based on the written advice of independent legal counsel, determines in
good faith that such action is necessary for such Board of Directors to
comply with its fiduciary duties to the Company Stockholders under
applicable Law. The Stockholder agrees that he shall not enter into any
agreement or understanding the effect of which would be inconsistent with
or violative of the provisions and agreements contained herein, including
in this Section 2.
3. RESTRICTION ON TRANSFER, PROXIES AND NON-INTERFERENCE. The
Stockholder hereby agrees during the Term, and except as specifically
contemplated hereby, not to (i) directly or indirectly sell, transfer,
pledge, encumber, assign or otherwise dispose of, or enter into any
contract, option or other arrangement or understanding with respect to the
sale, transfer, pledge, encumbrance, assignment or other disposition of,
any of the Shares except to the extent a transferee of the Shares, prior to
and as a condition to any transfer of the Shares, executes and delivers an
agreement in substantially the form hereof or such transfer is otherwise
approved in advance in writing by Acquiror and Acquiror Sub, (ii) grant any
proxies, deposit any Shares into a voting trust or enter into a voting
agreement with respect to any Shares or (iii) voluntarily take any action
which would have the effect of preventing or inhibiting the Stockholder
from performing his obligations under this Voting Agreement.
4. NO CONFLICT. The Stockholder hereby represents and warrants
to Acquiror and Acquiror Sub that the execution and delivery of this Voting
Agreement by such Stockholder does not, and the performance of his
obligations under this Voting Agreement will not, (i) conflict with or
violate any law, statute, ordinance, rule, regulation, order, judgment or
decree applicable to such Stockholder or by which he or any of his
properties is bound or affected, or (ii) result in any breach of or
constitute a default (or an event which with or without notice or lapse of
time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of an Encumbrance on any of the Shares, pursuant to, any note,
-2-
bond, mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation to which such Stockholder is a
party or by which such Stockholder or any of his Shares is bound or
affected, except for any such conflicts, violations, breaches, defaults or
other alterations or occurrences that would not prevent the performance by
such Stockholder of his obligations under this Voting Agreement.
5. UNDERSTANDING OF THIS VOTING AGREEMENT. The Stockholder has
carefully read this Voting Agreement and has discussed its requirements, to
the extent such Stockholder believes necessary, with his counsel (which may
be counsel to the Company). The undersigned further understands that the
parties to the Merger Agreement will be proceeding in reliance upon this
Voting Agreement.
6. HEADINGS. The headings of the Sections of this Voting
Agreement are inserted for convenience of reference only and do not form a
part or affect the meaning hereof.
7. COUNTERPARTS. This Voting Agreement may be executed in
counterparts, each of which when so executed and delivered shall be an
original, but all of such counterparts shall together constitute one and
the same instrument.
8. ENTIRE AGREEMENT; ASSIGNMENT. This Voting Agreement
(i) constitutes the entire agreement and supersedes all prior agreements
and understandings, both written and oral, among the parties hereto with
respect to the subject matter hereof and (ii) shall not be assigned by
operation of law or otherwise.
9. GOVERNING LAW. This Voting Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware
regardless of the Laws that might otherwise govern under applicable
principles of conflicts of law.
10. SPECIFIC PERFORMANCE. The parties hereto agree that if any
of the provisions of this Voting Agreement are not performed in accordance
with their specific terms or are otherwise breached, irreparable damage
would occur, no adequate remedy at law would exist and damages would be
difficult to determine, and that the parties shall be entitled to specific
performance of the terms hereof, in addition to any other remedy at law or
equity.
11. PARTIES IN INTEREST. This Voting Agreement shall be binding
upon and inure solely to the benefit of each party hereto, and nothing in
this Voting Agreement, express or implied, is intended to or shall confer
upon any other person or persons any rights, benefits or remedies of any
nature whatsoever under or by reason of this Voting Agreement.
-3-
12. AMENDMENT; WAIVERS. This Voting Agreement shall not be
amended, altered or modified except by an instrument in writing duly
executed by each of the parties hereto. No delay or failure on the part of
any party hereto in exercising any right, power or privilege under this
Voting Agreement shall impair any such right, power or privilege or be
construed as a waiver of any default or any acquiescence thereto. No
single or partial exercise of any such right, power or privilege shall
preclude the further exercise of such right, power or privilege, or the
exercise of any other right, power or privilege. No waiver shall be valid
against any party hereto, unless made in writing and signed by the party
against whom enforcement of such waiver is sought, and then only to the
extent expressly specified therein.
13. CONFLICT OF TERMS. In the event any provision of this
Voting Agreement is in direct conflict with, or inconsistent with, any
provision of the Merger Agreement, the provision of the Merger Agreement
shall control, except that no such provision in the Merger Agreement shall
impose additional duties on the Stockholder.
14. ADDITIONAL ACTIONS AND DOCUMENTS. Each of the parties
hereto hereby agrees to take or cause to be taken such further actions, to
execute, deliver and file or cause to be executed, delivered and filed such
further documents and instruments, and to obtain such consents as may be
necessary or as may be reasonably requested in order to fully effectuate
the purposes, terms and conditions of this Voting Agreement.
15. TERMINATION. This Voting Agreement, and all rights and
obligations hereunder, shall terminate at the end of the Term.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
-4-
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Voting Agreement, or have caused this Voting Agreement to be
duly executed and delivered in their names and on their behalf as of the
date first written above.
MCLEODUSA INCORPORATED
By: __________________________________
Name:
Title:
WEST GROUP ACQUISITION CO.
By: __________________________________
Name:
Title:
STOCKHOLDER
By: __________________________________
Name: _________________________
Address: _________________________
_________________________
_________________________
-5-
