STOCK PURCHASE AGREEMENT
AGREEMENT made as of the 30th day of September, 1997 by and among
▇▇▇▇▇▇ Operating Company ("Buyer") and Associated TTI Limited Partnership
and ▇▇▇▇▇▇ CATV Company, Inc. (each individually, a "Seller" and
collectively, the "Sellers").
1. PURCHASE AND SALE. Subject to the terms and conditions set forth in
this Agreement, Sellers hereby convey, sell, and assign to Buyer, and
Buyer hereby purchases the shares of the common stock, par value $.01
per share, of Associated Telecommunications and Technologies, Inc., an
Oklahoma corporation (the "Corporation") in the amounts set out
opposite each Seller's name on SCHEDULE A hereto ("Sale Shares").
2. PURCHASE PRICE. The purchase price for the Sale Shares is Fourteen
Million Two Hundred Twenty Two Thousand Four Hundred Seventy
($14,222,470) Dollars (the "Purchase Price"), which is being paid as
provided in SECTION 3(B) of this Agreement.
3. CLOSING. The parties have executed or caused to be executed and
delivered the following documents and have effected the following
transactions contemporaneously with the execution and delivery of this
Agreement ("Closing"):
(a) Sellers have delivered to Buyer certificates representing the
Sale Shares and a duly executed stock assignments separate from the
certificates transferring the Sale Shares to Buyer; and
(b) Buyer has delivered to each Seller good collected funds in the
amount set out opposite its name on SCHEDULE A hereto, totaling
Fourteen Million Two Hundred Twenty Two Thousand Four Hundred Seventy
($14,222,470) Dollars.
4. REPRESENTATIONS AND WARRANTIES OF SELLER. Each Seller individually
represents and warrants to Buyer that:
(a) Seller has full power, authority and capacity to execute this
Agreement and perform the transactions required of it at the
Closing.
(b) Seller's execution, delivery and performance of this Agreement,
and the execution and delivery of the documents delivered
and transactions effected by it at the Closing violate no contract,
agreement, order, judgment or the like that is binding on
Seller or the enforcement of which is threatened by any pending or
anticipated litigation, hearing or investigation.
(c) Seller has not utilized any finder or broker in connection with
this Agreement or the sale of the Sale Shares to Buyer.
(d) Seller is the owner of record and the sole beneficial owner of
the Sale Shares set out opposite its name on SCHEDULE A hereto.
(e) The Sale Shares will be transferred to Buyer free and clear of
all liens, encumbrances, security interests and claims of
third parties.
5. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants
to Sellers that:
(a) Buyer has full power, authority and capacity to execute this
Agreement and perform the transactions required of it at the Closing.
(b) Buyer's execution, delivery and performance of this Agreement, and
the execution and delivery of the documents delivered and transactions
effected by it at the Closing violate no contract, agreement, order,
judgment or the like that is binding on Buyer or the enforcement of
which is threatened by any pending or anticipated litigation, hearing
or investigation.
(c) Buyer has not utilized any finder or broker in connection with this
Agreement or the purchase of the Sale Shares from Sellers.
(d) The Sale Shares are being acquired for Buyer's own account, and
not with a view of their resale, distribution or division among others.
(e) Buyer is aware of the business and financial condition of the
Corporation, has been afforded access to the corporate and financial
books and records of the Corporation and has no unanswered questions
concerning the Corporation.
6. INDEMNIFICATION. Each Seller and Buyer agrees to defend, indemnify
and hold harmless the other from and against any breach of the
respective party's warranties and representations set forth above.
7. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties of each party shall survive the Closing.
8. MISCELLANEOUS. This Agreement: (a) may be executed in any number of
counterparts, each of which, when executed by both parties to this
Agreement, shall be deemed to be an original, and all of which
counterparts together shall constitute one and the same instrument;
(b) shall be governed by and construed under the laws of the State of
Oklahoma applicable to contracts made, accepted, and performed wholly
within Oklahoma, without application of principles of conflicts of
laws; (c) constitutes the entire agreement of the parties with
respect to its subject matter, superseding all prior oral and written
communications, proposals, negotiations, representations,
understandings, courses of dealing, agreements, contracts, and the
like between the parties in such respect; (d) may be amended,
modified, or terminated, and any right under the Agreement may be
waived in whole or in part, only by a writing signed by both parties;
(e) contains headings only for convenience, which headings do not
form part, and shall not be used in construction, of this Agreement;
and (f) shall bind and inure to the benefit of the parties and their
respective legal representatives, heirs, successors and assigns.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
the day and year first above written.
SELLERS:
ASSOCIATED TTI LIMITED PARTNERSHIP
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: General Partner
Address: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
HINTON CATV COMPANY, INC.
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Secretary-Treasurer
Address: ▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
BUYER:
▇▇▇▇▇▇ OPERATING COMPANY
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
Address: ▇▇▇▇▇▇ Operating Company
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
SCHEDULE A
SELLER NUMBER OF SALE SHARES
Associated TTI Limited Partnership 670
Hinton CATV Company, Inc. 330
