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EXHIBIT 99.2
STOCK REPURCHASE AGREEMENT
THIS STOCK REPURCHASE AGREEMENT is dated this 24th day of March,
2005
(the "Agreement"), by and among Daniel J.
Hirschfeld ("Seller") and The Buckle,
Inc., a Nebraska corporation (the
"Company").
WITNESSETH:
WHEREAS, Seller currently owns an aggregate of 12,900,000 shares
of
the Common Stock of the Company; and
WHEREAS, Seller desires to sell 3,000,000 shares (the "Shares") to
the
Company and the Company desires to purchase
the Shares from Seller.
NOW, THEREFORE, in consideration of the premises and the mutual
promises contained in this Agreement, the
parties hereto agree as follows:
1. INCORPORATION OF RECITALS. The foregoing recitals are
specifically
incorporated in this Agreement by this
reference.
2. PURCHASE AND SALE OF THE SHARES. Subject to the terms of
this
Agreement, Seller agrees to sell to the
Company, and the Company agrees to
purchase from Seller, a total of 3,000,000
Shares.
3. PURCHASE CONSIDERATION. The purchase price for the Shares
(the
"Purchase Price") shall be $28.00 per share
in cash, or an aggregate purchase
price to Seller of $84,000,000.
4. CLOSING.
(a) The consummation of the transactions contemplated under
this Agreement (the "Closing") shall occur at the offices of
the
Company contemporaneously with the execution of this Agreement
(the
"Closing Date"), unless otherwise agreed to by the parties.
(b) At the Closing, the Seller will deliver to the Company a
certificate or certificates representing 3,000,000 Shares of
the
Common Stock of the Company, with certificates duly endorsed, or
with
stock powers attached, transferring the Shares to the Company.
The
Company will pay to Seller the Purchase Price for Seller's Shares
as
follows: The Company shall pay to the Seller on the Closing Date
not
less than $40,000,000 in cash, by check or wire transfer, as
requested
by Seller; the balance of the Purchase Price shall be payable in
cash
in one lump sum payment of $44,000,000 as soon as practicable;
provided, that the Purchase Price shall be paid in full no later
than
April 1, 2005.
5. REPRESENTATIONS AND WARRANTIES OF THE SELLER. Seller hereby
represents and warrants to the Company as
follows:
(a) Seller is the legal owner of the Shares to be sold
above;
(b) Seller holds or, as of the Closing will hold, his Shares
free and clear of all liens, pledges, encumbrances and adverse
claims;
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(c) Seller is duly authorized to enter into the Agreement
and to sell the Shares, and this Agreement is a legal, valid
and
binding agreement of Seller, enforceable in accordance with its
terms;
(d) The execution, delivery and performance of this
Agreement does not and will not constitute a breach or violation
of,
or a default under, any agreement binding upon any Seller, and
does
not require any consent or approval of any third party; and
(e) Upon the delivery to the Company of the certificates for
the Shares, properly endorsed or with appropriate stock powers
sufficient for transfer of the Shares to the Company, the Company
will
have acquired good and valid title thereto, free and clear of
all
liens, pledges, encumbrances and adverse claims.
6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
hereby
represents and warrants to the Seller as
follows:
(a) The Company has been duly organized and is validly
existing under the laws of the State of Nebraska. The Company has
the
full corporate power and authority to execute, deliver and perform
its
obligations under this Agreement;
(b) This Agreemen
