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EXHIBIT 2(a)
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Purchase and Assumption Agreement, dated
August 28, 1996, between Richland Trust
Company and Peoples National Bank
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PURCHASE AND ASSUMPTION AGREEMENT
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THIS PURCHASE AND ASSUMPTION AGREEMENT ("Agreement") is entered into
this 28th day of August, 1996, by and between Richland Trust Company,
headquartered in Mansfield, Ohio, an Ohio corporation ("Buyer"), and Peoples
National Bank, headquartered in Wooster, Ohio, a federally chartered commercial
bank ("Seller").
W I T N E S S E T H
WHEREAS, Buyer wishes to purchase certain assets and assume certain
liabilities of all five of the Mansfield, Ohio and Shelby, Ohio branch offices
of Seller (the "Branches"); and
WHEREAS, Seller and Buyer intend to apply to all necessary and
appropriate State and Federal regulatory authorities, and make such other
applications that might be required by law and regulation for permission and
approval for Buyer to purchase certain assets and assume certain deposit account
liabilities of Seller, and to take over and service these liabilities and assets
as those of Buyer, all in accordance with the terms and conditions herein set
forth.
NOW, THEREFORE, in consideration of the mutual promises contained
herein, the parties hereto agree as follows:
SECTION 1. PURCHASE AND SALE OF ASSETS
Seller shall sell, convey, assign and transfer to Buyer and Buyer shall
purchase from Seller at the Closing (as defined in Section 4.1) all of Seller's
rights, title and interest in and to the following assets (paragraphs (a)
through (h) below, the "Assets"):
(a) The real estate located at Mansfield ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇; Shelby ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇; and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Road Office, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ which
locations now house the owned Branches;
(b) The existing leases for the two leased Branches, copies of
which are attached hereto as Exhibit A;
(c) All right, title and interest of Seller in and to all
furniture, trade fixtures (including without limitation, all
leasehold improvements), and all tangible property owned by
Seller, located and used at the Branches including but
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not limited to that property described in Exhibit B (the
"Personal Property"), subject only to those exceptions also
noted in that Exhibit;
(d) All right, title and interest of Seller in and to the safe
deposit boxes and business located at the Branches and all
contracts and other agreements related thereto as of the close
of business on the Closing Date (subject to the allocation of
the safe deposit box rental payments);
(e) All loans, if any, described in Exhibit C (the "Loans") which
are acceptable to Buyer as of the Closing Date, it being
understood that listed Loans not rejected by Buyer in writing
at or prior to the Closing shall be deemed accepted by Buyer
(which transfer shall be made without any reserve for possible
loan losses). The Loans are being transferred to Buyer without
recourse to Seller, and Seller disclaims all warranties and
representations with respect to the Loans not specifically set
forth in this Agreement and which may be implied by law or
otherwise, including without limitation, all warranties as to
the credit-worthiness of the borrowers and any guarantors and
the value of any collateral. Notwithstanding anything in the
preceding sentence to the contrary, Seller represents and
warrants to Buyer that with respect to each of the Loans, any
signature of an obligor or guarantor on any note, evidence of
indebtedness, security instrument or other document associated
therewith is the true signature of such obligor or guarantor;
that with respect to each such Loan, no defense of any party
to the Loan or any note, evidence of indebtedness, security
instrument or other document associated therewith is good
against Seller, and that each such Loan is properly secured by
the collateral indicated, if any, in the documents relating to
such Loan. The representations and warranties of the preceding
sentence shall be effective for a two-year period from the
Closing Date. Seller has no knowledge of any bankruptcy or
insolvency proceedings instituted or threatened with respect
to any obligor or guarantor of the Loans. The non-recourse
nature of such Loans is of the essence of this Agreement;
(f) All Cash (U.S. currency and coin) on hand at the Branches as
of the close of business on the Closing Date;
(g) All of the books and records (or copies thereof) relating to
the Branches which (i) are properly maintained in the ordinary
course of business at the Branches, (ii) are reasonably
required to comply with all applicable laws, regulations,
rules and sound business practices, and (iii) are necessary
for Buyer's ownership of the Assets and/or Accounts (the
"Records"). In the event Buyer requests, after the Closing
Date, in writing, that Seller provide to Buyer information
contained in the Records which are retained by Seller insofar
as they relate to the operations of the Branches, the Assets
and/or
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Accounts prior to the Closing Date, Seller shall provide such
information as soon as reasonably practicable; and
(h) All right, title and interest of Seller in and to all claims,
causes of action, and demands, including warranties against
contractors, manufacturers and suppliers relating to the
Assets.
SECTION 2. PURCHASE PRICE
Buyer shall pay to Seller with respect to the Branches, in the manner
specified in Section 4 hereof, a sum equal to 10.40 percent (the "Percentage")
of the aggregate total of the Accounts as of the close of business on the
Closing Date, excluding accrued interest on such Accounts. The dollar figure
which is the product of the Percentage times the aggregate total of the Accounts
as of the close of business on the Closing Date (less $720,000 if a special
assessment has not been made by the Federal Deposit Insurance Corporation
against SAIF-insured Accounts prior to Closing) is herein called the "Purchase
Price", which Purchase Price shall be deemed to be a premium paid on and for the
Accounts assumed by the Buyer hereunder. All physical Assets associated with the
Branches, including certain banking equipment and office equipment listed in
Exhibit B, shall be purchased by Buyer at book value according to the financial
records of Seller. All commercial, equity line, and installment loans pertaining
to the Branches totaling approximately $11 million as further described in
Exhibit C shall be purchased by the Buyer at par plus accrued interest thereon
unless the Buyer rejects a loan or loans in writing prior to Closing. All
mortgage loans pertaining to the Branches, totaling approximately $19 million,
will be sold to the Buyer at the following price: 97.518. Buyer shall have until
September 6, 1996 to perform due diligence on the mortgage loans and inform
Seller of its intent to purchase all or none of said mortgage loans. Buyer shall
pay Seller 1.25% of the mortgage loan balances for the related loan servicing.
The mortgage loans shall be purchased at the price determined above plus accrued
interest thereon. However, Buyer will not buy delinquent interest of more than
90 days. Funding for this loan sale will take place at Closing. If this
Agreement is terminated pursuant to Section 12, this entire section shall be
null and void.
SECTION 3. BUYER'S ACCEPTANCE AND ASSUMPTION
3.1 ACCEPTANCE AND ASSUMPTION. As of the close of business
on the Closing Date, Buyer shall:
(a) DEPOSIT LIABILITIES. Assume and thereafter discharge and pay
in full, and perform all obligations and duties incidental
thereto (including without limitation the clearance of checks
and drafts drawn against the deposit liabilities), all deposit
liabilities of every kind and description (including, without
limitation, time and demand accounts, certificates of deposit
and all other deposit liabilities) of the Branches, together
with all interest
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accrued thereon through the Closing Date, in accordance with
the records of Seller relating to such Branches as of the
close of business of the Closing Date (all such deposit
liabilities, together with such accrued interest, the
"Accounts"), provided, however, that Seller shall retain and
Buyer shall not assume any deposit account liabilities with
respect to the following:
(i) accounts escheatable during calendar year 1996;
(ii) public funds;
(iii) 401(k) funds;
(iv) deposit accounts with a negative balance on the
Closing Date unless the parties otherwise agree;
(v) accounts which are not, in Buyer's estimation,
adequately or properly documented.
In connection with Individual Retirement Accounts ("IRAs"),
Buyer shall assume, in addition to the deposit liability, the
plan pertaining thereto and the custodial arrangement in
connection therewith;
(b) SAFETY DEPOSIT BUSINESS. Assume and thereafter faithfully
honor and fully and timely perform and discharge all of the
duties and obligations of Seller arising from and after the
Closing Date with respect to the safety deposit business of
the Branches, including, but not limited to, the maintenance
of all necessary facilities for the use of safety deposit
boxes by the renters thereof during the periods for which such
persons have paid rent thereof in advance to Seller; and
(c) OTHER LIABILITIES. Fully and timely perform and discharge, as
the same may be or become due, all additional liabilities and
obligations of Seller, if any, including from real estate
leases, but only to the extent attributable to the Assets
sold, assigned or transferred to Buyer by Seller pursuant to
this Agreement and only to the extent arising by reason of
Buyer's use or ownership of such Assets from and after the
Closing.
3.2 NOTICE TO CUSTOMERS. Seller shall provide Buyer with an
intermediate customer list on the Accounts and safe deposit business to be
assumed, together with a set of mailing labels containing such information as
Buyer shall specify and data tapes thereof, as of the month-end prior to Buyer's
scheduled mailing referred to below. On the date of Closing, Seller shall
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provide a final customer list on the assumed accounts. On such date as the Buyer
may reasonably specify (but in no case prior to receipt of all necessary
regulatory approvals), Seller shall notify the holders of the Accounts and safe
deposit business to be assumed and the Loans to be purchased, if any, that,
subject to closing requirements, Buyer will be assuming the duties and liability
of the Accounts and safe deposit business or responsibility for the asset being
purchased.
The notification will be based on the list and labels referred to in the
preceding paragraph and a log maintained at the Branches of new Accounts opened
since the date of said list. Seller shall provide Buyer with a copy of said log
up to the date of Seller's mailing. Buyer shall send notifications to the same
holders five (5) days following Seller's mailing, setting out the details of its
administration of the Accounts to be assumed. Each party shall obtain the
approval of the other on its notification letter(s) prior to mailing, which
approvals shall not be unreasonably withheld or delayed. Holders of deposit
Accounts opened following the notifications contemplated above and prior to the
Closing will be given a copy of both the Buyer's and Seller's notification
letters by Seller at the time the account is opened.
3.3 DIRECT DEPOSIT ACCOUNTS. Seller will provide to Buyer, within
thirty (30) days prior to Closing, a list of its Automated Clearing House
("ACH") entries for electronic transfer accounts domiciled at the Branches. At
Closing, Buyer will provide ACH originators with account number conversion tapes
or other documentary information necessary to enable such ACH originators to
direct transactions to Buyer. Seller shall continue to accept and forward to
Buyer ACH entries and corresponding funds and reclamation notices received by
Seller from ACH originators for a period of one hundred twenty (120) days
following the Closing. Seller shall notify Buyer of receipt of any such ACH
funds or reclamation notices on the day of receipt. Buyer shall be responsible
for processing and responding to any reclamation requests and shall indemnify
and hold harmless Seller from any liability therefore in accordance with Section
11 hereof but only to the extent that there were sufficient funds in the account
in question to cover said reclamation request as of the date of Closing. After
the one hundred twenty (120)-day period, and following notice to Buyer, Seller
may discontinue accepting and forwarding ACH entries and funds and return them
to the originators marked "Account Closed." Seller shall not be liable for any
account overdrafts which may be thereby created. Commencing sixty (60) days
prior to the date of the Closing, Seller may decline to accept requests from
customers for new direct deposit or debit arrangements.
3.4 DATA PROCESSING RESPONSIBILITIES. (a) Seller's sole and
exclusive responsibilities concerning the provision of data processing services
to or for the Branches after the Closing shall be as set forth in this Section
3.4(a) . Within two (2) weeks following the date of this Agreement, Seller shall
provide Buyer with applicable product functions and specifications relating to
the data processing support required for the Loans and Accounts (and safety
deposit business if such data processing support currently is provided with
respect to such business) maintained at the Branches and to be transferred to
Buyer hereunder (such Loans and Accounts and safety deposit business, if
applicable, hereinafter called the "Purchased Accounts"). No later than two (2)
weeks after the date of this Agreement, Seller shall provide to Buyer file
formats relating to the Purchased Accounts. No later than four (4) weeks after
the date of this
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Agreement, Seller shall provide to Buyer test tapes relating to the Purchased
Accounts formatted as defined by the file formats previously delivered. The data
files defined by the file formats shall be extracts of current master files as
they exist on the Seller's system. The number of files to be produced by Seller
shall be three (3) versions of test file tapes (frequency not to be less than
two (2) week intervals) and one (1) version of the production/divestiture file
tapes and one (1) backup copy.
As early as practicable on the day following the day on which the
Closing occurs, Seller shall deliver to Buyer the production/divestiture file
tapes and a trial balance of records of account containing the pertinent data
and descriptive information relating to the Purchased Accounts which is then
available to Seller and containing the ATM customer file via a paper listing or
electronic media; Seller warrants and represents that the information contained
on such tapes is accurate and correct in all material respects as of the time
given. Seller shall have no responsibility for the difference, if any, between
its methods of accrual of interest or other amounts payable with respect to
Purchased Accounts and Buyer's methods of accrual of interest and other amounts
payable with respect to deposit, loan, and safety deposit accounts and business.
(b) Prior to the Closing Date, Seller shall cooperate with Buyer, at
Buyer's expense and at no expense to Seller, in making Branch Employees
available at reasonable times for whatever program of training Buyer deems
advisable; provided, however, the Buyer shall conduct such training program in a
manner that does not materially interfere with or prevent the performance of the
normal duties and activities of such Branch Employees.
(c) During the period following receipt of all necessary regulatory
approvals for the transaction until Closing Date, but at least twenty-five (25)
days prior to the Closing Date, Seller shall cooperate with and permit Buyer ,
at Buyer's option and expense and at no expense to Seller, to make provision for
the installation of teller equipment in the Branches; provided, however, that
Buyer shall arrange for the installation of such equipment at such times and in
a manner that does not significantly interfere with the normal business
activities and operation of Seller or the Branches. An Employee of FirstMerit
shall be on-site during this terminal installation to provide assurance that the
existing Branch network configuration is still functional.
(d) Seller shall cooperate with Buyer in securing proper documentation
of change in custodian for any IRAs which are included in the Accounts of the
Branches.
(e) At Seller's costs, Seller shall issue, as of the Closing Date,
standard account statements for each statement savings, NOW, and checking
account included in the Accounts. Passbook transaction information that has not
been posted to a passbook will be passed by Seller to Buyer via paper report
listings or magnetic tape. Buyer shall be responsible for posting on passbooks
the transactions reflected on such paper report listings or magnetic tape for
passbook accounts.
3.5 NOW AND CHECKING ACCOUNTS. Within seven (7) days prior
to the Closing, Buyer shall provide to holders of accounts which
may be accessed by negotiable orders of withdrawal
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("NOWs") or checks, new NOWs or checks, as the case may be, MICR encoded with
Buyer's routing and transit numbers and Buyer's identification number. Seller
shall batch and deliver to Buyer NOWs and checks received by it drawn on assumed
accounts within the time prescribed by law for a period of ninety (90) days
following the Closing. Buyer shall pay in accordance with the law and customary
banking practices all properly drawn and presented checks, drafts, debits and
withdrawal orders presented to Buyer by mail, over-the-counter, through
electronic media, or through the check clearing system of the banking industry,
by depositors of the Accounts assumed by the Buyer hereunder, whether drawn on
checks, drafts, or withdrawal order forms provided by Seller or Buyer; and in
all other respects discharge, in the usual course of the banking business, the
duties and obligations of Seller with respect to the balances due and owing to
the depositors whose Accounts are assumed by the Buyer hereunder. Seller shall
give Buyer a daily accounting of debits and Buyer shall indemnify Seller from
and against any claims resulting from a return of items not in accordance with
the requirements of the Uniform Commercial Code or Regulation CC to its clearing
account. Buyer shall immediately reimburse Seller for such debits. After the
ninety (90)-day period, Seller shall return these items marked "Refer to Maker."
Buyer shall indemnify and hold harmless Seller for any claim of wrongful
dishonor based on such returns.
3.6 INTEREST REPORTING. With respect to the reporting requirements
of federal and state tax laws, Seller shall report from January 1, 1996, through
the Closing Date, and Buyer shall report from the day after the Closing Date
through the end of the calendar year all interest credited to, interest withheld
from and early withdrawal penalties charged to accounts domiciled at the
Branches and assumed by Buyer pursuant to this Agreement. Said reports shall be
made to the holders of these accounts and to the applicable federal and state
taxing and/or regulatory authorities. No later than the date of Closing, Seller
shall provide Buyer with a certification of tax identification numbers (TIN) for
each Account and, to the extent that a TIN is not delivered or is inaccurate,
Seller shall indemnify Buyer for any loss, cost or penalty incurred as a result
thereof.
3.7 RETIREMENT ACCOUNTS. The parties acknowledge that Seller is
acting as custodian and holds certain of the deposits for participants in IRAs
and ▇▇▇▇▇ Accounts ("Retirement Accounts") and that Buyer desires to act as
custodian thereof from and after the Closing Date, to the extent permitted under
the applicable custodial agreements. The parties shall confer and determine at
least thirty (30) days prior to the Closing Date which, if any, of the
Retirement Accounts cannot be transferred to Buyer under this Agreement. Seller
shall be responsible for federal and state income tax reporting of Retirement
Accounts accepted by Buyer from January 1, 1996, through the Closing Date. Buyer
shall be responsible for all federal and state income tax reporting commencing
on the day after the Closing Date for the Retirement Accounts assumed by Buyer
through the end of the calendar year. Seller shall deliver to Buyer all Records
from January 1, 1996, through the Closing Date pertaining to the Retirement
Accounts assumed hereunder. In connection with Retirement Accounts, Buyer shall
assume, in addition to the deposit liability, the plan pertaining thereto and
the custodial arrangement in connection therewith.
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3.8 OTHER LIABILITIES. Buyer shall assume only those liabilities
and obligations of the Seller that are provided for in this Agreement. This
Agreement shall not be construed as creating rights or remedies against the
Buyer by third parties other than with respect to those liabilities and
obligations assumed hereunder.
3.9 BACK-UP WITHHOLDING. Any amounts required by any governmental
agencies to be withheld from any of the deposits (the "Withholding Obligations")
will be handled as follows:
(a) Any Withholding Obligations required to be remitted to the
appropriate governmental agency prior to the Closing will be
withheld and remitted by Seller and Seller shall provide Buyer
with satisfactory evidence thereof at Closing;
(b) At the Closing, Seller will remit to Buyer all sums withheld
by Seller pursuant to Withholding Obligations together with
satisfactory detail thereof which funds are or may be required
to be remitted to governmental agencies on or after the
Closing Date. Any Withholding Obligations required to be
remitted to the appropriate governmental agency on or after
the Closing will be remitted by Buyer. Buyer and Seller shall
mutually indemnify and hold harmless the other from and
against any claim relating to Withholding Obligations which is
the responsibility of the other hereunder.
3.10 OVERDRAFTS. Any overdrafts approved on the Closing Date with
respect to the ledger date for the immediately preceding day and thereafter will
be the responsibility and risk of the Buyer, since Buyer's criteria for
approving or rejecting overdrafts will be put in effect on the day before the
Closing Date. All overdrafts approved before the Closing Date will be the
responsibility and risk of Seller.
3.11 SPECIAL SAIF ASSESSMENT. Buyer shall assume and pay in full
any assessment made by the Federal Deposit Insurance Corporation against
SAIF-insured deposits being assumed hereunder which is in addition to the
current rate of assessment, if such extra assessment occurs on or after the
Closing Date, without regard to the calculation date. If such assessment is made
prior to the Closing Date, Seller shall be liable for such assessment.
SECTION 4. TRANSFER OF ASSETS
4.1 THE CLOSING. Subject to the provisions of Sections 10 and 12
of this Agreement, the consummation of the transactions provided for herein (the
"Closing") shall take place no later than December 6, 1996 (the "Closing Date"),
or on such other date and at such other time as the parties may agree. The
Closing shall take place at such location as the parties may agree.
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4.2 MANNER OF PAYMENT. Subject to the terms and conditions hereof,
the Seller shall pay Buyer in cash the net amount calculated on the Settlement
Statement provided for in Subsection 4.4 hereof. Payment shall be made on the
first business day following the Closing Date by wire transfer of immediately
available funds to an account to be designated by the Buyer. Seller shall pay
per diem interest on the net amount due Buyer commencing with the day after the
Closing Date and continuing through the day prior to Buyer's receipt of funds,
at a rate equal to the average weighted cost of deposits at the Branches on the
Closing Date.
4.3 ALLOCATION OF CERTAIN INCOME AND EXPENSE ITEMS. All interest
payable on Accounts and interest accrued and unpaid on the Loans shall be
calculated as of midnight on the day preceding the Closing Date. All utilities,
real estate taxes, assessments and other expenses directly related to the Branch
shall be prorated as of midnight on the day preceding the Closing Date. Seller
shall pay the following charges: all costs and expenses associated with title
insurance including premiums and examination charges on the real property; deed
preparation and conveyance fee. Seller shall also provide and pay for a location
survey of the Branch premises currently owned by Seller. Buyer shall pay the
costs of any environmental survey it elects to conduct. Buyer shall reimburse
Seller in full for all prepayments made by Seller (including security deposits)
with respect to any such item unless such prepayment will be returned to Seller.
All rents under the safe deposit box leases shall be prorated between Buyer and
Seller by allocating to Buyer an amount equal to one-half of the aggregate of
all such rents in the most recent twelve (12)-month period preceding the Closing
Date. All prorations shall be paid on the day following the Closing Date;
provided, however, that in the event any prorations cannot be calculated on the
Closing Date, a post-closing adjustment shall be made in the manner specified ln
Section 7.1.
4.4 CLOSING SETTLEMENT STATEMENT. For each Branch, Seller shall
prepare and deliver to Buyer on the first business day following the Closing
Date a Settlement Statement supported by appropriate Exhibits (substantially in
the form of the statement attached hereof, as Exhibit D) to show the
computations of the net settlement amount, which is to be paid by wire transfer
from Seller to the credit of an account designated by Buyer. The Settlement
Statement will be signed by Buyer and by Seller to indicate their acceptance of
such computations, and copies will thereafter be retained by both parties to
evidence the settlement sum paid.
4.5 INSPECTION OF BRANCHES. Buyer will inspect the Assets and the
Records prior to the Closing Date at its expense and at such times and in such
manner as is reasonably acceptable to Seller. On or before the last day of this
inspection period, Buyer shall give written notice to Seller of any defects or
problems with the Assets and the Records. Seller shall have thirty (30) days
from the receipt of a notice from Buyer to remedy any defects or problems to the
reasonable satisfaction of Buyer. Failure of Seller to so remedy any material
defect within that period shall give Buyer the right to exclude any Accounts to
which the defective Records relate from the assumption contemplated by Section
3.1 hereof and to exclude the defective Assets, as appropriate, from the
transfer contemplated by Section 1 hereof, and to adjust the Purchase Price
accordingly.
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SECTION 5. SELLER'S EMPLOYEES AT BRANCH
5.1 EMPLOYMENT OF EXISTING BRANCH EMPLOYEES.
It is Buyer's intent, to the extent possible, to hire as many Branch
employees ("Employees") of Seller that it considers necessary to staff the
Branches. However, Buyer shall have no obligation to hire any of the Employees.
Buyer will interview all Employees it wishes to consider for employment, and
will make known its hiring decisions by the Closing Date.
For any Employee not hired by Buyer, Seller will pay such Employee
severance in accordance with its policy. All such Employees will also be
entitled to any other benefits, if any, required by law.
All Employees not hired by Buyer shall be given first consideration by
Buyer for any employment openings subsequently arising at Buyer. However, Buyer
shall not have any obligation to hire such Employees. If Buyer subsequently
hires any Employee while such Employee is receiving severance payments from
Seller, Buyer will immediately notify Seller of such hire, and Seller will
terminate any subsequent severance payments to that Employee.
5.2 TERMS OF EMPLOYMENT.
All Employees hired by Buyer at Closing shall be credited for years of
service under the employment of Seller for purposes of determining eligibility
only, with respect to all employee benefits (including, but not limited to,
medical/dental coverage, 401(k) plan, and vacation benefits), and for the
purpose of determining vesting rights under Buyer's pension plan. All such
Employees shall be immediately eligible, on the Closing Date, to participate in
Buyer's employee benefits as if they had been employed by Buyer since their hire
date with Seller, subject to the entry dates for the 401(k) plan.
If during the first 180 days after Closing, any Employee hired by Buyer
is terminated for any reason other than "for cause", Buyer agrees to pay such
Employee severance calculated as follows: Two weeks salary (net of required
taxes) for each year of service (including time employed by Buyer) up to a
maximum separation benefit equal to twenty-six (26) weeks of salary. Employees
employed full-time by Seller and Buyer combined for less than one full year that
are terminated during this 180-day period for reasons other than "for cause"
shall receive two weeks' salary as severance. All such Employees will also be
entitled to any other benefits, if any, required by law. However,
notwithstanding the above, if Buyer is unable to gain regulatory approval of its
Branch consolidation plan prior to Closing, Buyer shall provide a list to Seller
of the Employees who will only be needed on a temporary basis by the Buyer, and
upon any termination of any such Employees during the 100-day period after
Closing, Seller shall pay severance in accordance with its policy.
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SECTION 6. CONDUCT OF BUSINESS PRIOR TO CLOSING
Between the date of this Agreement and the Closing, and without the
prior written consent of the Buyer, which consent shall not be unreasonably
withheld, Seller shall not:
(a) Engage in any transaction related to the Branches, except in
the ordinary course of business;
(b) Change any of its deposit account practices at the Branches,
except as required by changes in applicable law or
industrywide practice;
(c) Take any action that would materially affect Buyer's rights
hereunder or the assets to be acquired or liabilities to be
assumed hereunder;
(d) Take any action to amend or otherwise adjust a contract to be
assumed without Buyer's consent;
(e) Materially change its deposit pricing policy at the Branches;
(f) Materially amend any Loan being purchased without Buyer's
consent.
Seller shall use its best efforts to maintain records in the usual manner, and
preserve the present relationships with all customers of the Branches.
SECTION 7. POST-CLOSING ADJUSTMENTS
7.1 GENERAL. The parties hereto acknowledge that certain amounts
referred to herein may not be finally determinable until after the Closing as a
result of the processing of NOWs and checks, loan payments and other
transactions on or shortly before the Closing Date and other activity occurring
in the operation of the Branches. The parties shall cooperate in the prompt
determination and settlement of such amounts within thirty-five (35) days after
the Closing Date in the manner consistent with the terms of this Agreement.
7.2 RETURNED ITEMS. As a part of the post-Closing adjustments, and
with respect to the Accounts, Buyer shall pay Seller the aggregate amount of all
items accepted by Seller for deposit or cashed against Customers' accounts prior
to the Closing and which are subsequently returned unpaid; provided, however,
that if Seller shall fail to make or properly reflect in the information
provided to Buyer any provisional credit or hold on any such account in respect
of uncollected funds represented by any such item, Buyer's obligations under
this subsection in respect of such items shall be limited to the amount of
collected funds in the account. With respect to any item, if (a) the Buyer
cannot recover from the accountholder an amount otherwise payable to the Seller
pursuant to this paragraph, and (b) the Buyer has not permitted withdrawals
prior to the
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expiration of the period of time such deposits are not available for withdrawal
as previously determined by Seller and communicated to Buyer at Closing, then
Buyer shall not be obligated to reimburse Seller for such item hereunder.
7.3 PAYMENT. Post-Closing adjustments shall be paid daily by
wire transfer of immediately available funds to an account to be
designated by the party due payments hereunder.
SECTION 8. PUBLIC ANNOUNCEMENTS
The parties agree that any written or oral public announcement of this
purchase in addition to those notices provided for in Section 3 of this
Agreement shall be made only upon the consent of both parties, which consent
shall not be unreasonably withheld or delayed; provided, however, that nothing
in this Section 8 shall be deemed to prohibit any party hereto from making any
press release which its legal counsel deems necessary in order to fulfill such
party's disclosure obligations imposed by law.
SECTION 9. REPRESENTATIONS AND WARRANTIES
9.1 REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and
warrants to Seller as follows:
(a) ORGANIZATION AND AUTHORITY. Buyer is an Ohio corporation duly
organized, validly existing, and in good standing under the
laws of the State of Ohio, with full power and authority to
carry on its business as now being conducted and to own and
operate the properties which it now owns and operates. The
execution, delivery and performance by Buyer of this Agreement
are within Buyer's corporate power, have been duly authorized
by all necessary corporate action and do not contravene or
constitute a default under any provision of applicable law or
regulations or of Buyer's charter or by-laws or any judgment,
injunction, order, decree, material agreement or material
instrument binding upon Buyer and this Agreement is a valid
and binding obligation of Buyer. Buyer is, and shall remain
through the Closing Date, an insured institution, as defined
in the Federal Deposit Insurance Act and applicable
regulations thereunder.
(b) LITIGATION. There is no action, suit or proceeding pending
against Buyer, or to the knowledge of Buyer, threatened
against or affecting Buyer, before any court or arbitrator or
any governmental body, agency or official which could
materially adversely affect the ability of Buyer to perform
its obligations under this Agreement or which in any manner
questions the validity of this Agreement.
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(c) GOVERNMENTAL NOTICES. Buyer has not received any notice from
any federal, state or other governmental agency indicating
that such agency would oppose or not grant or issue its
consent or approval, if required, with respect to the
transactions contemplated hereby.
(d) REGULATORY APPROVALS. The information furnished or to be
furnished by Buyer to Seller for the purpose of enabling
Seller to complete and file applications, if any, with
appropriate regulators is or will be true and complete as of
the date so furnished.
(e) CONSENTS. Buyer has or will obtain prior to the Closing Date
all consents, approvals or authorizations of all governmental
authorities or agencies required for the execution, delivery
and performance by it of this Agreement and the consummation
by it of any transactions contemplated hereby.
(f) NO BROKER'S OR FINDER'S FEES. No agent, broker, investment
banker, person or firm acting on behalf of or under authority
of Buyer or any of its affiliates is or will be entitled to
any broker's or finder's fee or any other commission or
similar fee directly or indirectly in connection with any of
the transactions contemplated herein.
9.2 REPRESENTATIONS AND WARRANTIES OF SELLER. Seller
represents and warrants to Buyer as follows:
(a) ORGANIZATION AND AUTHORITY. Seller is a commercial bank duly
organized, validly existing, and in good standing under the
laws of the United States. The execution, delivery and
performance by Seller of this Agreement are within Seller's
corporate power, have been duly authorized by all necessary
corporate action and do not contravene or constitute a default
under any provision of applicable law or regulation of the
charter or by-laws of Seller or any judgment, injunction,
order, decree, material agreement or material instrument
binding upon Seller or affecting any of the assets to be
transferred hereby and this Agreement is a valid and binding
obligation of Seller. Seller is and shall remain through the
Closing Date, an insured bank, as defined in the Federal
Deposit Insurance Act and applicable regulations thereunder.
(b) COMPLIANCE WITH LAW. Seller holds all licenses, franchises,
permits and authorizations necessary for the lawful conduct of
its business at the Branches, and has not violated, and is not
in violation of, any applicable statutes, laws, ordinances,
rules, and regulations of all federal, state, and local
governmental authorities having jurisdiction over the Branches
or over any part of its operations.
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(c) LITIGATION. There is no action, suit or proceeding pending
against Seller, or to the knowledge of Seller threatened
against or affecting Seller, before any court or arbitrator or
any governmental body, agency or official which could
materially adversely affect the ability of Seller to perform
its obligations under this Agreement, which impacts the
Seller's Richland County assets or the operations of the
Branches, or which in any manner questions the validity of
this Agreement.
(d) TITLE TO ASSETS. Seller is the lawful owner of and has good
and marketable title to the Assets to be conveyed hereunder,
free and clear of all encumbrances, except for Permitted
Exceptions as to the real estate conveyed. "Permitted
Exceptions" shall mean (1) those standard printed exceptions
appearing as Schedule B items in a standard ALTA owner's
policy; (2) statutory liens for current taxes or assessments
not yet due, or if due not yet delinquent, or the validity of
which is being contested in good faith by appropriate
proceedings; and (3) such other liens, imperfections in title,
charges, easements, restrictions, and encumbrances which,
individually and in the aggregate, are not substantial in
amount and do not materially detract from the value of the
property.
(e) GOVERNMENTAL NOTICES. Seller has received no notice from any
federal, state or other governmental agency indicating that
such agency would oppose or not grant or issue its consent or
approval, if required, with respect to the transactions
contemplated hereby.
(f) REGULATORY APPROVALS. The information furnished or to be
furnished by Seller to Buyer for the purpose of enabling Buyer
to complete and file applications with the appropriate
regulators is or will be true and complete as of the date so
furnished.
(g) CONSENTS. Seller has or will obtain prior to the Closing Date
all consents, approvals and authorizations of all governmental
authorities or agencies required for the execution, delivery
and performance by Seller of this Agreement and the
consummation by it of any transactions contemplated hereby.
(h) NO BROKER'S OR FINDER'S FEES. No agent, broker, investment
banker, person or firm acting on behalf of or under authority
of Seller or any of its affiliates is or will be entitled to
any broker's or finder's fee or any other commission or
similar fee directly or indirectly in connection with any of
the transactions contemplated herein.
(i) CONDITION OF REAL PROPERTY. As of the date of this Agreement:
(1) Seller has received no notice of any pending or threatened
condemnation
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proceeding against the Branches; (2) Seller has not entered
into any agreement regarding the Branches which would bind
Buyer or materially affect Buyer's use and enjoyment of the
Branches; and (3) Seller has not received any notice of any
uncorrected violations of building codes relating to the
Branches.
SECTION 10. CONDITIONS TO THE OBLIGATIONS OF THE PARTIES
10.1 CONDITIONS TO THE OBLIGATIONS OF THE BUYER. The obligations
of Buyer hereunder are subject to the satisfaction or waiver on or before
Closing Date of the following conditions:
(a) FORM OF TRANSFER INSTRUMENTS. The validity of the form,
substance and legal enforceability of all instruments of
transfer and other documentation hereunder shall be subject to
the reasonable approval of Buyer and its counsel and shall
have been duly authorized by all necessary corporate action of
Seller.
(b) PERFORMANCE OF SELLER'S OBLIGATIONS. Seller shall have
complied with all of its obligations and covenants hereunder
and the representations and warranties of Seller hereunder
shall continue to be true and correct as of Closing.
(c) ACCESS TO INFORMATION. Seller shall have permitted Buyer, and
its respective authorized representatives and agents, to have
reasonable access, after the execution hereof, to all Records
of Seller related to the assets and liabilities to be
transferred pursuant to this Agreement.
(d) ABSENCE OF LITIGATION. No action or proceeding shall have been
instituted or threatened on or before the Closing Date
pertaining to the transactions contemplated hereby or
otherwise, the result of which could be materially adverse to
the assumption, service and operation by Buyer of the
liabilities assumed and the assets purchased hereunder.
(e) APPLICATION FOR REGULATORY APPROVAL(S). To the extent that
applicable laws or regulations require Seller so to act,
Seller shall have made application within fifteen (15)
calendar days following the mutual execution of this Agreement
for all regulatory approval(s) necessary to validly consummate
the transactions contemplated by this Agreement.
(f) REGULATORY APPROVALS. Buyer and Seller shall have obtained all
necessary regulatory approvals of the transaction contemplated
hereby and all applicable waiting periods shall have passed.
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(g) INSURANCE PROCEEDS AND CONDEMNATION PAYMENTS. In the event of
any damage, destruction or condemnation, between the date
hereof and the time of the Closing, of any property included
in the Assets sold, transferred and assigned to Buyer
hereunder, Seller shall have delivered to Buyer funds in an
amount equal to the amount of proceeds from such condemnation
or the cost of repairing, replacing or restoring the damaged
or destroyed property to substantially the same condition
prior to such damage or destruction, whether from insurance
proceeds or otherwise together with a valid assignment of all
of Seller's rights and claims against any third party by
reason thereof. In the case of damage or destruction, Seller
shall have the option to diligently proceed to restore, repair
or replace the damaged or destroyed property so as to place
such property in a condition, or provide replacements
therefor, substantially the same as that prior to the damage
or destruction.
(h) OTHER AGREEMENTS. Seller shall have executed and delivered to
the Buyer each of the following agreements relative to each
Branch:
(1) Warranty deeds transferring the owned Branch premises
from Seller to Buyer;
(2) The ▇▇▇▇ of Sale in substantially the form of Exhibit
E attached hereto (the "▇▇▇▇ of Sale");
(3) The Assignment and Assumption of IRAs and Keoghs in
substantially the form of Exhibit F attached hereto
(the "Assignment and Assumption of IRAs and Keoghs");
and
(4) The Instrument of Assignment and Assumption in
substantially the form of Exhibit G attached hereto
(the "Instrument of Assignment and Assumption").
(5) The Assignments of Leases in substantially the form
of Exhibit H attached hereto (the "Assignment of
Lease")
(i) Seller's Board shall have taken all corporate action necessary
to effectuate this Agreement and Seller shall furnish Buyer
with a certified copy of such resolution adopted by the Board
of Directors evidencing the same.
10.2 CONDITIONS TO THE OBLIGATIONS OF THE SELLER. The obligations
of Seller hereunder are subject to the satisfaction on or before the Closing
Date of the following conditions:
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(a) ABSENCE OF LITIGATION. No action or proceeding shall have been
instituted or threatened on or before the Closing Date
pertaining to the transactions contemplated hereby.
(b) APPLICATION FOR REGULATORY APPROVAL(S). Buyer shall have made
application within fifteen (15) calendar days following the
mutual execution of this Agreement for all regulatory
approval(s) necessary to validly consummate the transactions
contemplated by this Agreement.
(c) REGULATORY APPROVALS. Buyer and Seller shall have obtained all
necessary regulatory approvals of the transaction contemplated
hereby and all applicable waiting periods shall have passed.
(d) PERFORMANCE OF BUYER'S OBLIGATIONS. Buyer shall have complied
with all of its obligations and covenants hereunder and the
representations and warranties of Buyer hereunder shall
continue to be true and correct as of the Closing Date.
(e) Other Agreements. Buyer shall have executed each of the
following agreements to which it is a party:
(1) The Assignment and Assumption of IRAs and Keoghs; and
(2) The Instrument of Assignment and Assumption.
(f) Buyer's Board shall have taken all corporate action necessary
to effectuate this Agreement and Buyer shall furnish Seller
with a certified copy of such resolution adopted by the Board
of Directors evidencing the same.
SECTION 11. INDEMNIFICATION
11.1 INDEMNIFICATION BY THE SELLER. From and after the Closing,
Seller shall defend, indemnify and hold harmless Buyer for any claim, losses,
liabilities, demands and obligations (including reasonable attorneys fees and
expenses) asserted by any third party arising out of the acts or omissions of
Seller, its officers and employees, related to the deposit accounts or contracts
assumed by Buyer under this Agreement, or the assets transferred to Buyer by
Seller as set forth in Section 1 or the operation of the Branches, where the act
or omission giving rise to the claim occurred prior to the Closing Date or in
connection with the performance by Seller of any of its post-Closing obligations
under this Agreement.
11.2 INDEMNIFICATION BY THE BUYER. From and after the Closing,
Buyer shall defend, indemnify and hold harmless Seller for any claim, losses,
liabilities, demands and obligations (including reasonable attorneys fees and
expenses) asserted by any third party arising out of the
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acts or omissions of Buyer, its officers and employees, related to the deposit
accounts or contracts assumed by Buyer under this Agreement, or the assets
transferred to Buyer by Seller as set forth in Section 1 or the operation of the
Branches, where the act or omission giving rise to the claim occurred on or
subsequent to the Closing Date or in connection with the performance by Buyer of
its post-Closing obligations under this Agreement.
11.3 NOTICE OF CLAIMS AND ASSUMPTIONS OF DEFENSE. With respect to
any claim for indemnification under this Agreement, the indemnified party shall
supply the indemnifying party with notice of any loss, damage or claim which if
true could result in loss or damage subject to indemnification hereunder. All
notices required by the preceding sentence shall be given as soon as possible
but in no event later than fourteen (14) days of the receipt by the indemnified
party of any such process or pleadings or any written notice of the assertion of
any such claims, demands, losses or liabilities. The indemnifying party shall
have the right to pay, settle or compromise any such claim. If the indemnifying
party litigates the claim, the indemnifying party shall pay all costs of
litigating the claim and any awards or judgments related to the claim which
resulted from actions or inactions for which it is obligated to indemnify the
indemnified party under this Agreement. If the indemnifying party fails to
defend the indemnified party, or fails to pay, settle or compromise the claim
within a reasonable period of time after notice, then the indemnified party
shall be entitled to pay, settle or compromise the claim, or pay any award or
judgment (after giving the indemnifying party notice of its intention to do so)
and the indemnified party shall be entitled to receive reimbursement therefor
from the indemnifying party upon demand, including costs of litigation and
reasonable attorney's fees (whether the matter is litigated, settled or
compromised). The obligations of each party to indemnify any other party shall
not apply to any notice supplied by the indemnified party to the indemnifying
party after three (3) years from the date hereof.
11.4 FINDER'S FEES. Each party shall defend and indemnify the other
party against claims for brokerage fees, finder's fees, commissions or other
similar fees of compensation (and related expenses) incurred by such party in
connection with this Agreement or the transactions contemplated hereby.
SECTION 12. TERMINATION
This Agreement shall terminate and be of no further force or effect
between the parties hereto, and the parties shall be released from all further
obligations hereunder (except with respect to any liability for breach of any
duty or obligation arising prior to the date of termination), upon the
occurrence of any of the following:
(a) Termination by mutual agreement as evidenced by a writing
executed by the parties;
(b) Upon the expiration of thirty (30) days after the State or the
OCC or any other governmental agency issues a decision denying
or refusing to grant
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the approvals or consents required to be obtained pursuant to
this Agreement, unless within said thirty (30)-day period,
Seller and Buyer agree to submit an application to or appeal
the decision of the regulatory authority which has denied or
refused to grant said approval;
(c) Immediately upon the expiration of thirty (30) days from the
date that either party hereto has given notice to the other
party hereto of the other party's breach or misrepresentation
of any condition, warranty, representation or covenant herein;
provided, however, that no such termination shall take effect
if within said thirty (30)-day period the party so notified
shall have fully and completely corrected the ground for
termination as specified in the aforementioned notice; or
(d) Upon failure to consummate the transaction provided for herein
prior to December 6, 1996, unless such time is extended by
mutual agreement of the parties.
Nothing contained in this Section 12 shall be construed to permit either party
hereto to terminate this Agreement due to its default or the immaterial default
of the other party, and no termination hereunder shall relieve either party from
any liability for its own breach of this Agreement.
SECTION 13. NOTICES
Any notice or other communication required or permitted hereunder shall
be sufficiently given if delivered in person, by facsimile transmission or if
sent by registered or certified mail, postage prepaid, addressed as follows:
If to Seller: With a copy to:
Peoples National Bank FirstMerit Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
President & Chief
Executive Officer
and, if to Buyer:
Richland Trust Company Park National Corporation
▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Post Office Box 355 P. O. Box 3500
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Mansfield, Ohio 44901-0355 ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President Chairman
Park National Corporation
▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇. ▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary
or to such other address as may be furnished in writing by either party to the
other for such purpose. Such notice or communication shall be deemed to have
been given as of three (3) business days after the date so mailed, or if
delivered in person or by facsimile, when so delivered.
SECTION 14. MISCELLANEOUS PROVISIONS
14.1 GOVERNING LAW. This Agreement is being delivered and is
intended to be performed in the State of Ohio and shall be construed and
enforced in accordance with the laws of such state.
14.2 SUCCESSORS AND ASSIGNS. All of the terms and provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective transferees, successors and assigns, but this
Agreement may not be assigned by either party without the prior written consent
of the other.
14.3 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one instrument.
14.4 FURTHER ASSURANCES. Each of the parties hereto agrees to use
its best efforts to obtain and will cooperate with the other in obtaining all
approvals, consents and permissions required to be obtained by the terms hereof
and to cause the satisfaction of all other conditions or its obligations. Seller
and Buyer agree to execute and deliver any and all instruments, agreements and
the documents reasonably necessary to effect the transactions contemplated by
this Agreement.
14.5 EXPENSES. Except as expressly provided in this Agreement, each
party hereto shall pay its own expenses. Buyer shall pay all sales taxes, if
any, which may be assessed as a result
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of the sale of the Branches pursuant to this Agreement. The provisions of this
Section are of the essence and shall survive the termination of this Agreement.
14.6 CONFIDENTIALITY. Except to the extent disclosure may be
required by law, Buyer will maintain the confidentiality of all information
obtained from Seller which is not publicly available and will use such
information only for purposes reasonably related to the performance of this
Agreement and the consummation of the transactions contemplated hereby. The
covenants of Buyer contained in this Section 14.6 are of the essence and shall
survive any termination of this Agreement, but shall terminate at the Closing if
it occurs, with respect to any information that is limited solely to the
activities and transactions of the Branches; provided, however, that Buyer shall
not be deemed to have violated covenants set forth in this Section 14.6 if Buyer
shall in good faith disclose any of such confidential information in compliance
with any legal process, order or decree issued by any court of competent
jurisdiction or agency of government.
14.7 COMPLETE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto pertaining to the subject matter hereof and
supersedes all prior and contemporaneous agreements, letters of intent and
understandings of the parties concerning this subject matter and not
incorporated herein. All schedules, exhibits and appendices to this Agreement
are incorporated into this Agreement by reference and are made a part thereof.
14.8 AMENDMENTS; WAIVERS. No modification of this Agreement shall
be binding unless contained in a writing executed by Seller and Buyer. No waiver
of any provision of this Agreement shall be deemed or shall constitute a waiver
of any other provision hereof (whether or not similar) nor shall any such waiver
constitute a continuing waiver.
14.9 SEVERABILITY. In the event that any one or more provisions
contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement.
14.10 HEADINGS. Section and paragraph headings are for convenience
of reference only, and are not intended to be full or accurate descriptions of
the contents of any section or paragraph.
14.11 INFORMATION AFTER CLOSING. For a period of seven (7) years
following the Closing, Seller and Buyer mutually agree to provide each other,
upon written request, with reasonable access to, or copies of, information and
records relating to the Branches, including, without limitation, customer files
which are in the possession or control of Buyer or Seller reasonably necessary
to permit Seller or Buyer or any of their subsidiaries or affiliates to comply
with or contest any applicable legal, tax, banking, accounting, or regulatory
policies or requirements, any legal or regulatory proceedings or inquiries by
customers.
14.12 SURVIVAL OF COVENANTS; REPRESENTATIONS AND WARRANTIES. The
respective covenants, representations and warranties of Seller and Buyer
contained or referred to in this Agreement or
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any Certificate, Schedule, exhibit or other instrument delivered or to be
delivered pursuant to this Agreement shall survive the Closing without
limitation as to time.
14.13 RESTRICTION ON NEW BRANCHES. Neither Seller nor any of its
existing affiliates shall open a new deposit taking office or loan origination
office within Richland County for a period of five (5) years from the date of
this Agreement. For a period of one (1) year following the Closing Date, Seller
will not solicit any resident of Richland County to induce such person to shift
its deposit, loan or other banking business to Seller; provided, however, that
the foregoing shall not restrict, in any manner, (a) general media or other
advertising not directed at a specific customer or (b) accepting a customer of
the Branch who has requested a banking relationship for any reason other than
the solicitation prohibited by the first clause of this Paragraph. It is
expressly agreed that the foregoing restriction shall not prohibit Seller or any
of its affiliates from acquiring, purchasing or merging with another financial
institution or financial services company located within, having offices within
or doing business within Richland County or continuing to maintain customer
relationships that may exist with customers of other Peoples National Bank
offices or FirstMerit affiliates that happen to live in Richland County. This
Agreement does not prohibit any FirstMerit affiliates from participating in
loans where either the collateral is located or the borrower resides or the
originating lender has a presence in Richland County.
SECTION 15. REGULATORY APPROVALS
Buyer shall deliver to Seller copies of all applications, filings and
registrations with any federal or state regulatory authority, and all
supplements and amendments thereto, except for any confidential information
contained therein at the sole discretion of Buyer, promptly upon the delivery of
same to such authority. Buyer shall deliver to Seller promptly on receipt all
material comments, requests for additional information and other correspondence
relating to such applications, filings and registrations promptly on receipt.
Buyer shall notify Seller of the receipt of all regulatory approvals and
consents by telephone as soon as practical, but no later than three (3) business
days following receipt by Buyer of written notice of such approvals and consents
and shall promptly deliver copies of such consent or approval to Seller.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
RICHLAND TRUST COMPANY
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
Title: President & C.E.O.
----------------------------
PEOPLES NATIONAL BANK
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------
Title: President & CEO
----------------------------
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List of Exhibits to
Purchase and Assumption Agreement,
dated August 28, 1996, between
Richland Trust Company and Peoples National Bank
------------------------------------------------
Exhibit Description
------- -----------
A Copies of Leases
B 1-5 Description of Assets by Branch
C Loans
D Closing Settlement Statement
E ▇▇▇▇ of Sale
F Assignment and Assumption of IRAs and KEOGHs
G Instrument of Assumption of Certain Liabilities
H Lease Assignments
The above-described Exhibits are not being filed herewith. Park National
Corporation agrees to furnish supplementally a copy of any omitted Exhibit to
the Securities and Exchange Commission upon request.
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