PURCHASE AND ASSUMPTION AGREEMENT
between
MELLON BANK, N.A.
as Seller
and
FARMERS NATIONAL BANK OF EMLENTON
as Purchaser
as of
May 3, 1996
TABLE OF CONTENTS
ARTICLE I - PURCHASE OF ASSETS AND ASSUMPTION OF
LIABILITIES................................................ 1
1.1 Effective Date................................................. 1
1.2 Transfer and Consideration..................................... 1
1.3 Adjustment to Cash Premium..................................... 2
1.4 Purchase of Loans.............................................. 3
1.5 Additional Obligations of the Seller........................... 3
1.6 Additional Obligations of the Purchaser........................ 4
1.7 Certain Transitional Matters................................... 4
1.8 Imdemnification................................................ 5
1.9 Pro-Rata Adjustment of Expenses................................ 6
1.10 Environmental Assessment....................................... 6
ARTICLE II - REPRESENTATIONS AND WARRANTIES OF THE SELLER.............. 6
2.1 Corporate Organization......................................... 7
2.2 No Violation................................................... 7
2.3 Corporate Authority and Validity............................... 7
2.4 Title to Real and Personal Property; Encumbrances.............. 7
2.5 Deposit Liability Records...................................... 8
2.6 Loan Records................................................... 8
2.7 Non-solicitation of Business................................... 8
2.8 Limitation of Warranties....................................... 8
2.9 Broker's Commissions; Finder's Fees............................ 9
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF
PURCHASER................................................ 9
3.1 Corporate Organization......................................... 9
3.2 No Violation................................................... 9
3.3 Corporate Authority and Validity............................... 9
ARTICLE IV - CONDUCT OF BUSINESS PENDING THE EFFECTIVE
DATE...................................................... 9
4.1 Activity in the Ordinary Course................................ 9
ARTICLE V - OBLIGATION OF PARTIES PRIOR TO AND AFTER
THE EFFECTIVE DATE........................................ 10
5.1 Full Access.................................................... 10
5.2 Requirements to Obtain Approval of Regulatory Authorities...... 10
5.3 Further Assurance.............................................. 11
5.4 Right to Intervene............................................. 11
ARTICLE VI - CONDITIONS TO PURCHASER'S OBLIGATIONS..................... 11
6.1 Representations And Warranties True............................ 11
6.2 Obligations Performed.......................................... 11
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6.3 No Adverse Litigation.......................................... 11
6.4 Regulatory Approval............................................ 11
6.5 Certificate of Compliance...................................... 11
6.6 Purchaser's Inspection of the Premises......................... 11
ARTICLE VII - CONDITIONS TO THE SELLER'S OBLIGATIONS................... 12
7.1 Representations and Warranties True............................ 12
7.2 Obligations Performed.......................................... 12
7.3 No Adverse Litigation.......................................... 12
7.4 Regulatory Approval............................................ 12
7.5 Certificate of Compliance...................................... 12
ARTICLE VIII - TERMINATION............................................. 12
8.1 Methods of Termination......................................... 12
8.2 Procedure Upon Termination..................................... 13
ARTICLE IX - MISCELLANEOUS PROVISIONS.................................. 13
9.1 Amendment and Modification..................................... 13
9.2 Waiver of Extension............................................ 13
9.3 Assignment..................................................... 13
9.4 Survival of Representations and Warranties..................... 13
9.5 Payment of Expenses............................................ 13
9.6 Addresses for Notice, etc...................................... 14
9.7 Press Releases, Public Disclosure.............................. 14
9.8 Counterparts................................................... 14
9.9 Headings....................................................... 14
9.10 Governing Law.................................................. 15
SIGNATURE PAGE......................................................... 15
EXHIBIT A - Real Estate................................................ 16
EXHIBIT B - Listing of Furniture, Fixtures and Equipment to be
Excluded from the Sale.................................. 17
.
EXHIBIT C - Stipulated Values of Real Estate, Furniture, Fixtures
Equipment Transferred................................... 18
EXHIBIT D - Deposit Liabilities Assumed................................ 19
EXHIBIT E - Instrument of Assumption of Certain Liabilities............ 20
EXHIBIT F - Sample Settlement Worksheets............................... 21
EXHIBIT F-1 - Allocation of Purchase Price............................. 23
EXHIBIT G - Deconversion Tasks......................................... G-1 and G-2
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THIS PURCHASE AND ASSUMPTION AGREEMENT made as of this 3rd day of May,
1996, between MELLON BANK, N.A., a national bank organized and existing under
the laws of The United States of America and having its principal office in
Pittsburgh, Pennsylvania the ("Seller"), and FARMERS NATIONAL BANK OF EMLENTON,
a national bank organized and existing under the laws of The United States of
America and having its principal office in Emlenton, Pennsylvania (the
"Purchaser").
WHEREAS, the Seller desires to sell certain assets and certain deposits and
other liabilities of its branch office located at Knox, Pennsylvania (the
"Branch") to Purchaser; and
WHEREAS, the Purchaser desires to buy such assets and assume such liabilities of
the Branch upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, IN CONSIDERATION of the premises and the mutual covenants and
agreements contained herein, and for other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending legally to be bound, agree and covenant as follows:
ARTICLE I
PURCHASE OF ASSETS AND ASSUMPTION OF LIABILITIES
1.1 Effective Date
Except as otherwise provided herein, the closing date for the purchase and
assumption herein described (hereinafter termed the "Effective Date") shall be
on the date of Purchaser's computer conversion or a date mutually agreed to by
the parties hereto, which date shall be within 45 days of the day on which all
regulatory approvals required by law and this Agreement have been obtained and
all applicable waiting periods have expired, or by such later date as may be
agreed by the parties, but in no event later than September 30, 1996.
1.2 Transfer and Consideration
(a) The Seller agrees, subject to the terms and conditions of this
agreement, to validly sell, assign, transfer, convey and deliver to the
Purchaser, on the Effective Date:
(i) all right, title and interest in and to the real estate on
which the Branch is situated by special warranty deed as shown
on Exhibit A attached to and made a part hereof, together with
all improvements thereon, except as otherwise shown on Exhibit
A;
(ii)all right, title and interest in and to the furniture,
fixtures and equipment owned or (to the extent of the lessee's
interest) leased by the Seller, except those listed on Exhibit
B attached hereto and made a part hereof; and those that
Purchaser notifies Seller that Purchaser does not desire to
acquire, such notification must be given at least forty-five
(45) days prior to the Effective Date; and
(iii) all right, title and interest in and to the safe deposit box
business conducted at the Branch
(b) The Purchaser agrees that on the Effective Date, subject to the terms and
conditions of this Agreement and as consideration for the aforesaid sale,
assignment, transfer, conveyance and delivery:
(i) it will pay to the Seller a cash premium (the "Cash Premium")
of ten percent (10.00%) of the deposit liabilities assumed by
Purchaser pursuant to paragraph (b)(iii) of this Section 1.2.
For purposes of this Agreement deposit liabilities shall mean
all deposits (as defined in Section 3(1)(1) of the Federal
Deposit Insurance Act) of Seller shown on the books and records
of the Branch as of the close of business on the Effective
Date, including accrued but unpaid interest and both collected
and uncollected funds (including overdrawn accounts), together
with Seller's rights and responsibilities under any related
customer agreement, but excluding: (1) deposits subject to
legal process, (2) deposits which have been reported as
abandoned property under the abandoned property law of any
jurisdiction, (3) deposits held in accounts for which Seller
acts as fiduciary (other than deposits held in an Individual
Retirement Account), (4) deposits held in any Individual
Retirement Account that the Purchaser is prohibited from
assuming under applicable law or where the account holder has
notified Seller or Purchaser of his, her or its objection to
Purchaser acting as custodian or trustee of such Individual
Retirement Account, (5) deposits owned by Seller, (6) deposits
constituting official checks, travelers checks, money order or
certified checks of Seller, (7) deposits held in the name of
any political subdivision, unless agreed to by Purchaser, (8)
brokered deposits (as defined in Section 29 (g) of the Federal
Deposit Insurance Act), unless agreed by Purchaser, (9)
deposits that are not insured deposits (as defined by Section 3
(m) of the Federal Deposit Insurance Act), unless agreed by
Purchaser and (10) accounts designated as closed on the books
and records of Seller;
(ii)it will pay to the Seller the value stipulated in Exhibit C
hereto of the real property, furniture, fixtures and equipment
owned by the Seller, which shall be mutually established by
Purchaser and Seller within 60 days of the execution of this
Agreement. If a mutually agreed upon price is not established
in said 60 days, then Purchaser will pay Seller the appraised
fair market value of such property as determined by an
appraiser(s) acceptable to both Seller and Purchaser (the cost
of such appraisal(s) shall be divided evenly between Seller and
Purchaser);
(iii) it will assume and thereafter fully and timely perform and
discharge in accordance with their terms all deposit
liabilities identified on Exhibit D attached hereto and made a
part hereof, with only such changes therein as shall be
occurred in the ordinary course of business between the date
shown on Exhibit D and the Effective Date;
(iv)it will assume and thereafter fully and timely perform and
discharge, in accordance with their terms, all liabilities and
obligations of Seller under any and all equipment and leases
sold, transferred and assigned to the Purchaser under this
Agreement; and
(v) it will exercise its best efforts to operate the Branch.
1.3 Preliminary Settlement and Adjustment to Cash Premium.
One business day before the Effective Date, Seller shall deliver a preliminary
closing statement accumulated through the close of business at the Branch on a
date prior to the Effective Date as mutually agreed to by the parties in the
form of Exhibit F which shall be certified by an authorized officer of Seller.
Such preliminary closing statement shall be the basis of the preliminary payment
made to Purchaser on the Effective Date. Within ten (10) days after the
Effective Date, Seller shall deliver an Exhibit D as of the Effective Date. The
parties shall use their best efforts to agree upon the Exhibit D as of the
Effective Date. At the same time, the parties shall agree upon and jointly
prepare and attach to this Agreement as of the Effective Date an Allocation of
Purchase Price on Exhibit F-1 reflecting the allocation of the Purchase Price as
negotiated by the parties. Within 60 days of the Effective Date, the Seller
shall prepare an IRS Form 8594 reflecting the allocation of the Purchase Price
in accordance with Allocation of Purchase Price on Exhibit F-1 and shall submit
such Form 8594 to Purchaser for review. Purchaser shall inform Seller in writing
of any disagreement with the amounts allocated on Form 8594 within 15 days after
receipt. The amounts shown on Form 8594 shall become final should Purchaser fail
to inform Seller within 15 days. The parties agree to use the allocations on
Exhibit F-1 and IRS Form 8594 for all tax purposes, including the preparation of
federal and state income tax returns. For purposes of the preparation of IRS
Form 8594, the name, address and taxpayer identification number of the parties
will be as listed in Section 9.6 of this Agreement. Not later than two business
days after delivery of the Exhibit D as of the Effective Date, Seller shall pay
to Purchaser (or Purchaser to Seller as the case may be) the adjusting
settlement payment together with accrued interest calculated at the Fed. Fund
Rate for the number of days lapsed between the Effective Date and the date of
such adjusting settlement payment. Based on the preliminary settlement sheet
data, which shall include a calculation of the Cash Premium, the amount due the
Purchaser and the amount due the Seller shall be netted and Seller will transfer
to Purchaser, in a manner as hereinafter described, the netted difference on or
prior to the Effective Date. For purposes of this Agreement, Fed. Fund Rate
shall mean the weighted average of the rates on overnight federal funds
transactions arranged on such day by the Federal Funds Brokers computed and
released by the Federal Reserve Bank of Cleveland in substantially the same
manner as such Federal Reserve Bank currently computes and releases the weighted
average it refers to as the Federal Funds Effective Rate. Subject to the
provisions of paragraph (c) of Section 1.7 hereof, an appropriate adjustment to
the Cash Premium shall be made in the event of an error in calculating deposits
listed on Exhibit D as of the Effective Date, is discovered by the Purchaser
within forty-five (45) days of the Effective Date. All amounts due or
adjustments to the cash premium (after notice and
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the amount of the adjustment has been given) shall be made within two (2)
business days by timely wire transfer, or crediting or debiting (as the case may
be) to an account of Purchaser in Seller.
1.4 Purchase of Loans.
(a) In addition to the purchase of assets and assumption of liabilities
described above, the Purchaser shall purchase from Seller on the
Effective Date any loans identified by the Seller as being
collateralized by deposit liabilities of the Branch to be assumed by the
Purchaser pursuant to Section 1.2(b)(iii) hereof, such loans to be
identified by the Seller in writing on or before sixty (60) days prior
to the Effective Date. Thereafter, the Seller shall make available to
the Purchaser for inspection at the Branch, or at such other of Seller's
offices, in accordance with the provisions of Section 5.1, all pertinent
records and documents of Seller pertaining to such loans, which records
and documents shall be treated confidentially by the Purchaser. The
Purchaser shall have the option of rejecting any such loans which are
more than thirty (30) days past due as of seven (7) business days
immediately preceding the Effective Date or not fully collateralized.
The purchase price of each loan shall be principal balance plus accrued
but unpaid interest as of the Effective Date. Such purchase price shall
be paid by offsetting the entire amount thereof against the funds
payable by the Seller to the Purchaser pursuant to Paragraph (c) of
Section 1.5 hereof for the assumption of deposit liabilities by the
Purchaser pursuant to this Agreement.
(b) All loans (and any notes, other evidences of indebtedness or security
instruments associated therein) transferred to the Purchaser on the
Effective Date pursuant to paragraph (a) of this Section 1.4 shall be
transferred without recourse and without any warranties or
representations as to the collectability of any such loans or the
creditworthiness or the solvency of any such obligors except as
hereinafter set forth in Section 2.6.
1.5 Additional Obligations of the Seller.
On the Effective Date, the Seller shall:
(a) deliver to the Purchaser at the Branch such of the assets purchased as
shall be capable of physical delivery, including, without limitation,
the furniture, fixtures and equipment purchased hereunder and all assets
comprising the safe deposit box business at the Branch:
(b) execute, acknowledge and deliver to the Purchaser all such endorsements,
assignments, bills of sale, and other instruments of conveyance,
assignment and transfer in such form as shall be satisfactory to the
Purchaser to consummate the sale and transfer of the assets purchased to
the Purchaser;
(c) update Exhibit D to accurately reflect the deposit liabilities and
accrued interest thereon as of the close of business on the business day
immediately preceding the Effective Date and make available to Purchaser
immediately available funds equal to the amount of deposit liabilities,
with accrued interest, assumed by the Purchaser pursuant to paragraph
(b)(iii) of Section 1.2 hereof;
(d) assign, transfer and deliver to the Purchaser all of the following
records pertaining to the deposit liabilities to be assumed by the
Purchaser as exist and are available in whatever form or medium is
maintained by the Seller: signature cards, orders and contracts between
the Seller and the Branch depositors, and records of similar character;
(e) assign, transfer and deliver to the Purchaser the loans to be acquired
by the Purchaser pursuant to Section 1.4 hereof and all collateral
security of any nature whatsoever held by the Seller as collateral for
any of such loans together with all notes, other evidence of
indebtedness, documents, files and records in whatever form or medium is
maintained by the Seller as may pertain to such loans.
From and after the Effective Date the Seller agrees that it will preserve and
safely keep, for as long as may be required by applicable law, all of the
historical books and records of account pertaining to the deposit liabilities
assumed by the Purchaser and not otherwise transferred to the Purchaser on the
Effective Date for the joint benefit of itself and the Purchaser, and that it
will permit the Purchaser or its representatives, at any reasonable time and at
the Purchaser's expense, to inspect, make extracts from or copies of, any such
books and records as the Purchaser shall reasonably deem necessary; provided,
however, nothing herein shall require the Seller to breach any obligation of
confidentiality of any depositor.
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1.6 Additional Obligations of the Purchaser.
(a) To evidence the assumption by the Purchaser of the liabilities and
obligations of the Seller assumed pursuant to this Agreement, the
Purchaser shall execute, acknowledge and deliver to the Seller, on the
Effective Date, an instrument of assumption in the form attached hereto
as Exhibit E; and
(b) At the Effective Date, the Purchaser shall offer employment to all
employees of the Seller working at the Branch on the date hereof,
including regular part-time employees, at base wages equal to their
current wages and salaries for one year after the Effective Date.
Purchaser shall grant to all employees accepting employment credit for
all their respective service with Seller for the purposes of determining
their participation, eligibility and vesting rights, but not for
purposes of benefit accrual, in any and all thrift, medical, life
insurance, disability, pension plans and other employee benefits plans
or programs currently maintained by Purchaser. Purchaser reserves the
right to exclude past service in the calculation of profit sharing
contributions or benefits. Purchaser shall provide coverage for
pre-existing medical conditions to the extent that such condition is
currently covered under Seller's plan, provided that such conditions
would be covered under Purchaser's plan if it were not pre-existing. In
such an event of differing coverages such person shall be covered by
Seller's COBRA plan. For a period of twelve months after the Effective
Date, the Purchaser will not terminate or reduce the level of
compensation for any of such employees who accept Purchaser's offer of
employment; provided, however, any such employee maybe terminated or
disciplined for cause as set forth in Purchaser's employee policies.
(c) The Purchaser agrees that it will preserve and safely keep, for as long
as may be required by applicable law, all of the files, books of account
and the records referred to in Section 1.5(d) and (e) above for the
joint benefit of itself and the Seller, and that it will permit the
Seller or its representatives, at any reasonable time and at the
Seller's expense, to inspect, make extracts from or copies of, any such
files, books of account, or records as the Seller shall reasonably deem
necessary; provided, however, noting herein shall require the Purchaser
to breach any obligation of confidentiality of any depositor or
borrower.
1.7 Certain Transitional Matters.
Following the Effective Date:
(a) The Purchaser agrees to pay in accordance with law and customary banking
practices all properly drawn and presented checks, drafts and withdrawal
orders presented to the Purchaser by-mail, over the counter or through
the check clearing system of the banking industry, by depositors of the
deposit accounts assumed, whether drawn on the checks, drafts or
withdrawal order forms provided by the Seller or by the Purchaser, and
in all other respects to discharge, in the usual course of the banking
business, the duties and obligations of the Seller with respect to the
balances due and owing to the depositors whose accounts are assumed by
the Purchaser. The Purchaser's obligation under this paragraph to honor
checks, drafts and withdrawal orders on forms provided by the Seller and
carrying its imprint (including name and transit routing number) shall
not apply to any such check, draft or withdrawal order presented to
Purchaser more than sixty (60) days following the Effective Date.
(b) Purchaser shall honor all stop payment orders initiated prior to the
Effective Date and reflected in the stop payment documents delivered to
Purchaser on the Effective Date or thereafter. If following receipt of
appropriate stop order documentation, Purchaser makes any payment in
violation of any such order, Purchaser shall be solely liable for any
such payment and shall indemnify, hold harmless and defend Seller from
and against all claims, liabilities, losses, fines or other expenses,
including reasonable attorneys' fees and expenses, arising out of any
such payment. In the event that Purchaser shall make any payment in
violation of a stop payment order initiated prior to the Effective Date
but not reflected in stop payment documents delivered to Purchaser prior
to such payment, Seller shall indemnify, hold harmless and defend
Purchaser from and against all claims, losses and liabilities, including
reasonable attorneys' fees and expenses, arising out of any such
payment.
(c) Seller will promptly remit to Purchaser all payments on Loans, all
amounts intended as Deposits and all other amounts properly payable to
Purchaser rather than Seller as a result of the transactions
contemplated hereby which may be received by Seller after the Effective
Date. If the balance due on any Loan has been reduced by Seller as a
result of a payment by check or other instrument received prior to the
Effective Date, and if such instrument is returned to Seller after the
Effective Date as uncollectible, an amount in
4
cash equal to such reduction shall be paid by Purchaser to Seller
promptly upon demand, and Seller shall assign promptly all right,
title and interest in such uncollectible item to Purchaser.
(d) Upon request after the Effective Date either to Seller or Purchaser from
any state or the Federal government to reclaim funds relating to forged
social security checks, unemployment checks or welfare checks credited
by Seller or cash by Seller prior to the Effective Date to a Deposit
transferred to and assumed by Purchaser pursuant to this Agreement,
Purchaser hereby agrees to honor such request and to pay to such
governmental entity the amount requested as of the date of such request.
Seller shall remain liable for remitting any deficiency to such
governmental entity and shall reimburse Purchaser promptly in the amount
paid by Purchaser pursuant to the preceding sentence.
(e) If within sixty (60) days following the Effective Date, any of the
depositors of the accounts assumed, instead of accepting the obligation
of the Purchaser to pay the deposit liabilities assumed, shall demand
payment from the Seller for all or any part of any such assumed deposit
liabilities, the Seller shall not be liable or responsible for making
such payment. If any of such depositors draws a check, draft or
withdrawal order against the deposit liabilities, including accrued
interest, assumed from the Seller hereunder which is presented or
charged to the Seller within sixty (60) days after the Effective Date,
the Seller may pay same and the Purchaser agrees to reimburse the Seller
for any such payments or charges, provided there are sufficient funds in
the depositor's account. The Seller shall not be deemed to have made any
representation or warranty to the Purchaser with respect to any such
checks, drafts or withdrawal orders of depositors whose accounts have
been assumed by the Purchaser, and any such representations or
warranties implied by law are hereby disclaimed. The Purchaser will
settle with the Seller any such checks, drafts or orders of withdrawal
presented by Seller to Purchaser for reimbursement, provided there are
sufficient funds in the depositor's account, no later than the start of
the second business day after presentment. In order to reduce the
continuing charges to the Seller through the check clearing system of
the banking industry which will result from check forms of the Seller
being used after the Effective Date by the depositors whose accounts are
assumed, the Purchaser agrees, at its cost and expense, and without
charge to such depositors to notify such depositors, prior to the
Effective Date but after Seller's notice set forth in the immediately
following sentence, of the Purchaser's assumption of deposit liabilities
and to furnish each depositor of an assumed account with checks on the
forms of the Purchaser with instructions to utilize the Purchaser's
checks and to destroy unused checks of the Seller. In addition,
subsequent to regulatory approval of the transactions contemplated
hereunder and prior to the Effective Date, the Seller will notify its
affected depositors by letter, in a form mutually acceptable to the
Seller and the Purchaser, of the pending assignment of the Seller's
deposit accounts and business operations at the Branch to the Purchaser,
which notice shall be at the Seller's cost and expense.
(f) The Purchaser will pay to the Seller within two business days after
presentment an amount equivalent to the amount of any checks, drafts or
withdrawal orders credited to an account which has been assumed by the
Purchaser which are returned to the Seller after the Effective Date.
(g) Manifest errors in calculation or data entry relating to any amount
supplied hereunder may be corrected by notice to the other party within
forty-five (45) days after the Effective Date. Each party hereunder
agrees to take any action, including the payment of money or the
amendment of any records, necessary to reflect such correction within
five (5) business days after receiving such notice from the other party.
(h) Exhibit G, attached hereto, sets forth specifics on Seller's and
Purchaser's deconversion tasks and post Effective Data processing.
1.8 Indemnification.
(a) The Seller shall indemnify the Purchaser and hold it harmless from and
against any losses (including loss of revenues or profits), liabilities,
damages or expenses collectively, "Losses") that the Purchaser may
sustain or become subject to as a result of (i) any breach of any
representation, warranty or agreement of Seller contained in this
Agreement, (ii) any claim, legal action or administrative proceeding
based on any conduct of Seller or resulting from or arising in
connection with the operation of the Branch prior to or on the Effective
Date or ownership by Seller of the Branch or any of the assets
transferred hereunder, or (iii) the assertion against Purchaser of any
liability or obligation with respect to Taxes (as defined below) or
information reporting requirements of any taxing authority attributable
to the assets or operations of the Branch prior to or on the Effective
Date or that Seller is obligated to pay hereunder; provided, however,
Seller shall have no obligation to indemnify Purchaser against any
Losses for which a claim for
5
indemnification has not been made by Purchaser prior to one year after
the Effective Date with respect to clause (i) above, prior to two
years after the Effective Date with respect to clause (ii) above, and
prior to expiration of the applicable statute of limitations taking
into consideration any extensions thereof pertaining to such Taxes or
information reporting requirements with respect to clause (iii) above.
"Taxes" shall include, but not be limited to, any federal, state,
local, foreign and other income, franchise, capital stock, employees'
income withholding, non-resident alien withholding, social security,
unemployment, disability, real property, personal property, sales,
use, excise, transfer, business privilege, bank shares tax, loans and
other taxes or governmental fees or charges, including any interest,
penalties or additions to tax on the foregoing.
(b) The Purchaser shall indemnify the Seller and hold it harmless from and
against any Losses that the Seller may sustain or become subject to as a
result of (i) any breach of any representation, warranty or agreement of
Purchaser contained in this Agreement, (ii) any claim, legal action or
administrative proceeding based on any conduct of Purchaser or resulting
from or arising in connection with the operation of the Branch after the
Effective Date or ownership by Purchaser of the Branch or any of the
assets transferred hereunder, or (iii) the assertion against Purchaser
of any liability or obligation with respect to Taxes or information
reporting requirements of any taxing authority attributable to the
assets or operations of the Branch after the Effective Date or that
Purchaser is obligated to pay hereunder; provided, however, Purchaser
shall have no obligation to indemnify Seller against any Losses for
which a claim for indemnification has not been made by Seller prior to
one year after the Effective Date with respect to clause (i) above,
prior to two years after the Effective Date with respect to clause (ii)
above, and prior to expiration of the applicable statute of limitations
taking into consideration any extensions thereof pertaining to such
Taxes or information reporting requirements with respect to clause (iii)
above.
(c) To exercise its indemnification rights under this Section 1.8 as a
result of the assertion against it of any claim or liability for which
indemnification is provided, the indemnified party shall promptly notify
the indemnifying party that such claim or liability has been asserted,
shall advise the indemnifying party of all facts relating thereto within
the knowledge of the indemnified party, and shall afford the
indemnifying party the opportunity, at the indemnifying party's sole
cost and expense, to defend against such claim or liability (in which
event the indemnified party may participate in the defense at its sole
expense). The indemnified party shall not settle or compromise any such
claim or liability and to be indemnified from and against all Losses
resulting therefrom, without the prior written consent of the
indemnifying party, which consent shall not be unreasonably withheld.
1.9 Pro-Rata Adjustment of Expenses.
Taxes and any items either of which may become a municipal lien upon the
premises shall be pro-rated on a daily basis and settled between the parties as
of the Effective Date.
1.10 Environmental Assessment
Seller and Purchaser shall select a reputable, mutually acceptable environmental
consultant who will perform an environmental assessment of the Branch owned by
Seller as listed on Exhibit "A". Purchaser will order, at Purchaser's expense,
the assessments promptly after execution of this Agreement and selection of a
consultant. The reports shall be addressed to Purchaser and Purchaser shall make
copies available to Seller. If any of the assessments indicate the likely
existence of significant adverse environmental conditions, Purchaser and Seller
shall mutually agree upon a course of action (including how the cost of any
additional investigation will be allocated), which might include further
environmental investigation to confirm and/or qualify the extent of
contamination and the cost of remediation. If any assessment confirms the
existence of environmental contamination, either party may elect to terminate
this Agreement by written notice in accordance with Article VIII.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller hereby represents and warrants to the Purchaser as follows:
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2.1 Corporate Organization.
The Seller is a national bank validly existing and in good standing under the
laws of The United States of America. The Seller has the corporate power and
authority to own the property being transferred, to carry on its business as
presently conducted and to effect the transactions contemplated hereunder. The
Seller's deposit liabilities are insured by the Federal Deposit Insurance
Corporation.
2.2 No Violation.
The execution and delivery of this Agreement by Seller does not, and the
consummation of the transactions contemplated hereby it will not, constitute (i)
a breach or violation of, or a default under, any law, rule, regulation,
judgment, decree, order, governmental permit or license, agreement, indenture or
instrument of Seller or to which Seller is subject, which breach, violation or
default would have material adverse effect on the financial condition, business
or result of operation of Seller and its subsidiaries taken as a whole or (ii) a
breach or violation of, or a default under, Seller's articles of association or
by-laws; and the consummation of the transactions contemplated hereby will not
require any consent or approval under any such law, rule, regulation, judgment,
decree, order, governmental permit or license or the consent or approval of any
other party to any such agreement, indenture or instrument, other than the
approval of applicable regulatory authorities, which shall have been obtained
prior to the Effective Date.
2.3 Corporate Authority and Validity.
The execution and delivery of this Agreement and consummation of the
transactions contemplated hereunder have been duly authorized by all necessary
corporate action and no further corporate authorization on the part of the
Seller is necessary to consummate such transactions. This Agreement is a valid
and binding agreement of the Seller enforceable against the Seller in accordance
with its terms, subject as to enforcement to bankruptcy, insolvency, moratorium
and other laws of general applicability relating to or affecting creditors'
rights and to general equity principles.
2.4 Title to Real and Personal Property; Encumbrances.
(a) The Seller is the owner of the real property on which the Branch is
situated and the Seller has, and at the Effective Date will have, good
and marketable title to such real property free from any mortgage,
pledge, lien, security interest, conditional sale agreement, encumbrance
or charge of any nature whatsoever, except as noted in Exhibit A hereto
and shall be insurable by a reputable insurance company at the regular
rates. The title to the real property, buildings, and other improvements
conveyed hereunder shall be free and clear of all liens and
encumbrances, except as noted in Exhibit A, and shall be insurable as
good and marketable title.
(b) The Seller is the owner of the furniture, fixtures, equipment and other
such assets to be transferred to the Purchaser pursuant to this
agreement, and in no case are any of such assets subject to any
mortgage, pledge, lien, security interest, conditional sales agreement,
lease, encumbrance or charge of any nature whatsoever except as noted in
Exhibit B hereto.
(c) The improved real estate and the furniture, fixtures and equipment being
sold pursuant to this Agreement are substantially all of the tangible
assets owned by the Seller and used by it to conduct the business
operations of the Branch as of the date hereof, other than Bunker
terminals and associated printers, controllers and operating system
which are not being sold to the Purchaser hereunder. The improved real
estate and the furniture, fixtures and equipment being sold are all in
good operating condition and repair, giving consideration to their age
and use and subject to ordinary wear and tear.
(d) No notice of any violation of zoning laws, building or fire codes, or
other statutes, ordinances or regulations relating to the Branch or the
operation thereof has been received by the Seller.
(e) The deed transferring the real property from Seller to Purchaser shall
include the standard coal clauses and the following clause, "No
hazardous waste, as the term "hazardous waste" is defined by the Solid
Waste Management Act, Act 97 of 1980, is presently being disposed of by
the grantor, nor to the grantor's actual knowledge has been, on the
premises herein described."
7
2.5 Deposit Liability Records.
The Seller will provide the Purchaser with access to all current records of
account pertaining to deposit liabilities of the Branch to be assumed by the
Purchaser pursuant to this Agreement in such form or medium as is maintained by
the Seller, which form or medium is recognized by the regulatory authorities as
being appropriate. All such records of account are accurate, and all purported
signatures on and the executions of any documents are genuine. With respect to
the deposit records, Seller is in good faith compliance with the Internal
Revenue Code of 1986 and the regulations thereunder (the Code), relative to
obtaining from depositors executed Forms W-8 and W-9. Seller has made the two
consecutive annual mailing pursuant to Section 3406 and 6724 of the Code for
those deposit liabilities for which an annual mailing is required. The records
assigned, transferred and delivered to the Purchaser pursuant to paragraph (d)
of Section 1.5 and as provided for in Exhibit G hereof will, at the Effective
Date, be in a form or medium which has been recognized by the regulatory
authorities as being appropriate, will be accurate, and will constitute all such
records as are required by such regulatory authorities to be necessary to
lawfully conduct the business of taking deposits at the Branch except for those
historical books and records of account retained by the Seller for the joint
benefit of the Seller and the Purchaser pursuant to Section 1.5 hereof.
2.6 Loan Records.
The Seller will provide the Purchaser with access to all current records of
account pertaining to the loans which may be purchased by the Purchaser pursuant
to this Agreement in such form or medium as is maintained by the Seller, which
form or medium is recognized by the regulatory authorities as being appropriate.
All such records are complete and accurate and all purported signatures on and
the execution of any documents are genuine. To the knowledge of Seller (not
having made a specific investigation for these purposes) each loan being
purchased is a valid loan made and serviced in conformity with applicable laws
and regulations and in the ordinary course of business and is not subject to any
defense, set-off, offer or counter claim. The records assigned, transferred and
delivered to the Purchaser pursuant to paragraph (e) of Section 1.5 hereof will,
at the Effective Date, be accurate and will constitute all such records
necessary to lawfully conduct the business of holding such loans.
2.7 Non-solicitation of Business.
The Seller will not, for 24 months following the Effective Date, solicit
customers whose deposit accounts are included in the deposits shown on Exhibit D
as expected to be transferred (as it may be amended to and including the
Effective Date to include additional customers of the Branch) except as may
occur in connection with (a) credit card solicitations and (b) advertising or
solicitations directed to the public generally, using print, television or
radio, and not targeted to depositors at the Branch. The Purchaser recognizes
that, in connection with solicitations directed to the public generally, the
Seller cannot easily control telemarketing and mass mailings which may be
received by customers of the Branch and agrees to permit the Seller to engage in
such activities. Also, the Purchaser agrees to permit the Seller to distribute
"Statement Stuffer" materials to customers who hold accounts or maintain banking
relationships at other branches, departments, or entities of the Seller
notwithstanding the fact that some of such customers may also be depositors at
the Branch. It is the understanding of the Purchaser and the Seller that
solicitation does not include the circumstances wherein a customer of the Branch
initiates discussions with the Seller. The Seller will give instructions to the
personnel located at the neighboring community offices not to solicit the
Branch's customers for 24 months following the Effective Date.
The Seller further represents and covenants that for a period of 24 months
following the Effective Date it will not establish a branch office, an automated
teller machine (owned by the Seller) a loan production office or an affiliate
lender's office for the purpose of conducting deposit or loan business within a
radius of five (5) miles of the Branch.
2.8 Limitation of Warranties
Except as may be expressly represented or warranted in this Agreement by the
Seller, the Seller makes no representations or warranties whatsoever with regard
to any assets being transferred, assigned or delivered to the Purchaser or any
liability or obligation being assumed by the Purchaser.
8
2.9 Broker's Commissions; Finder's Fees.
All negotiations relative to this Agreement and the transactions contemplated
herein have been carried on by the Seller directly with the Purchaser and no
action has been taken that would give rise to any valid claim against the
Purchaser for a brokerage commission, finder's fee or other like commission.
This representation and warranty shall survive the Effective Date.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Seller as follows:
3.1 Corporate Organization.
The Purchaser is a national bank, validly existing and in good standing under
the laws of The United States of America. The Purchaser has the corporate power
and authority to own the properties being acquired, to assume the liabilities
being transferred, and to effect the transactions contemplated hereunder. The
Purchaser's deposit liabilities are insured by the FDIC.
3.2 No Violation.
The execution and delivery of this Agreement by Purchaser does not, and the
consummation of the transactions contemplated hereby by it will not, constitute
(i) a breach or violation of, or a default under, any law, rule, regulation,
judgment, decree, order, governmental permit or license, agreement, indenture or
instrument of Purchaser or to which Purchaser is subject, which breach,
violation or default would have a material adverse effect on the financial
condition, business or results of operation of Purchaser and its subsidiaries
taken as a whole or (ii) a breach or violation of, or a default under,
Purchaser's articles of association or by-laws; and the consummation of the
transactions contemplated hereby will not require any consent or approval under
any such law, rule, regulation, judgment, decree, order, governmental permit or
license or the consent or approval of any other party to any such agreement,
indenture or instrument, other than the approval of applicable regulatory
authorities.
3.3 Corporate Authority and Validity.
The execution and delivery of this Agreement, and consummation of the
transactions contemplated hereunder, have been duly authorized by all necessary
corporate action and no further corporate authorization on the part of the
Purchaser is necessary to consummate the transactions contemplated hereunder.
The Agreement is a valid and binding agreement of the Purchaser enforceable
against the Purchaser in accordance with its terms, subject as to enforcement to
bankruptcy, insolvency, moratorium and other laws of general applicability
relating to or affecting creditors' rights and to general equity principles.
ARTICLE IV
CONDUCT OF BUSINESS PENDING THE EFFECTIVE DATE
4.1 Activity in the Ordinary Course.
(a) The Seller shall conduct the business of the Branch in substantially the
same manner as heretofore conducted, and the Seller shall not, with
regard to the Branch, engage in any activities or transactions outside
its ordinary course of business as conducted as of the date hereof which
shall include, but not be limited to, the interest rates on deposit
accounts offered by the Branch being the same as that offered al all
other Branches of Seller's Northern Region; provided, however, that the
Seller need not, in its sole discretion, advertise or promote new or
substantially new customer services in the Branch's principal market
area; and
9
(b) The Seller shall use its best efforts to preserve its business operation
as presently conducted at the Branch, to preserve for the Purchaser the
good will of the Seller's customers and others doing business with the
Branch, and shall cooperate with and assist the Purchaser in assuring
the orderly transition of such business from the Seller to the
Purchaser. Nothing in this paragraph (b) shall be construed as requiring
the Seller to engage in any activities or efforts outside the ordinary
course of business as presently conducted.
ARTICLE V
OBLIGATIONS OF PARTIES PRIOR TO AND AFTER THE EFFECTIVE DATE
5.1 Full Access.
The Seller shall afford to the officers and authorized representatives of the
Purchaser, upon prior notice, access to the properties, books and records
pertaining to the Branch, at reasonable times without interfering with the
Branch's normal business and operations, in order that the Purchaser may have
full opportunity to make reasonable investigations of the affairs of the Seller
relating to the Branch, and the officers of the Seller shall furnish the
Purchaser with such additional financial and operating data and other
information as to its business operations at the Branch as may be reasonably
necessary for the orderly transfer of the business operations of the Branch,
including, without limitation, information required for inclusion in all
governmental applications necessary to effect the transactions contemplated
hereunder. Nothing in this Section 5.1 shall be deemed to require the Seller to
breach any obligation of confidentiality or to reveal any proprietary
information, trade secrets or marketing or strategic plans. Anything to the
contrary notwithstanding, the Purchaser shall not require the Seller to disclose
the Seller's profitability analysis of the Branch or any other proprietary
financial information.
5.2 Requirements to Obtain Approval of Regulatory Authorities.
(a) Purchaser's Requirements. In order to consummate the transactions
contemplated by this Agreement and to acquire and operate the Branch,
the Purchaser will require the approval of the Office of the Comptroller
of the Currency (the "OCC"). Not later than twenty (20) business days
after execution of this Agreement, the Purchaser shall prepare and file
an application with the OCC for approval to consummate the transactions
contemplated hereunder and to acquire and operate the Branch and
thereafter shall (i) comply with the normal and usual requirements
imposed by the OCC applicable to effectuate the transactions
contemplated hereunder, and (ii) use its good faith efforts on a
priority basis to obtain any required permission of the OCC to
consummate such transactions and to acquire and operate the Branch. The
Purchaser agrees to provide the Seller promptly with copies of any
application as filed (except for any confidential portions thereof) and
all notices, orders, opinions, correspondence and other documents with
respect thereto.
(b) Seller's Requirements. The Seller shall, as soon as practicable
following the execution of this Agreement, prepare and file any
notice(s) or application(s), as required by law, with the appropriate
regulatory authorities regarding the termination of its operation of the
Branch, the sale of the Branch to the Purchaser and to effect in all
other respects the transactions contemplated hereunder. The Seller
agrees to process any application in a diligent manner, and to provide
the Purchaser promptly with a copy of any application as filed (except
for any confidential portions thereof) and all notices, order, opinions,
correspondence and other documents with respect thereto, and to use its
good faith efforts on a priority basis to obtain all necessary
regulatory approvals to terminate its operation of the Branch, to sell
the business operations of the Branch and to consummate the transactions
contemplated hereunder.
5.3 Further Assurance.
The parties hereto agree to execute and deliver such instruments and to take
such other actions as the other party may reasonably require in order to carry
out the intent of this Agreement. The Seller agrees to duly execute and deliver
such bills of sale, acknowledgments and other instruments of conveyance and
transfer as, in the reasonable judgment of the Purchaser, shall be necessary and
appropriate to vest in the Purchaser the legal and equitable title to the assets
of the Seller being sold hereunder, free and clear of all liens and encumbrances
except as otherwise
10
noted in the Exhibits hereto. Purchaser shall be responsible for all costs of
deed recordation and, Purchaser shall also pay, or reimburse Seller for Seller's
payment of, all state or local sales or compensating use or transfer taxes,
except for realty transfer tax, payable in connection with the transactions
contemplated hereunder, other than any tax or portion thereof calculated
directly or indirectly with respect to the income of Seller. Applicable realty
transfer taxes, if any, shall be borne equally by Seller and Purchaser.
5.4 Right to Intervene.
In the event that any claim, protest, suit or other proceeding is instituted
against the Purchaser under this Agreement, the Seller shall have the right, at
its discretion and expense, to intervene in such litigation, and Purchaser
hereby consents to such intervention.
ARTICLE VI
CONDITIONS TO PURCHASER'S OBLIGATIONS
The obligation of the Purchaser to consummate the transactions provided for in
this Agreement is conditioned upon fulfillment, at or before the Effective Date,
of each of the following conditions:
6.1 Representations and Warranties True.
Each of the representations and warranties contained herein of the Seller shall
be true in all material respects on the Effective Date as if made on and as of
such date, except for any changes permitted by the terms hereof or consented to
by the Purchaser in writing.
6.2 Obligations Performed.
The Seller shall have performed and complied in all material respects with all
obligations and agreements contained herein of the Seller required to be
performed or complied with by it prior to or at the Effective Date.
6.3 No Adverse Litigation.
On the Effective Date, no action, suit or proceeding shall be pending or
threatened against the Seller which (a) might reasonably be expected to
materially and adversely affect the business, results of operation or financial
condition of the Branch, or (b) challenges the validity or consummation of the
transactions contemplated by this Agreement.
6.4 Regulatory Approval.
The Purchaser shall have received from the appropriate regulatory authorities
approval without the imposition of any non-standard conditions to effect the
transactions contemplated hereunder and to acquire and operate the Branch.
6.5 Certificate of Compliance.
The Seller shall have delivered to the Purchaser a certificate of a duly
authorized officer, dated the Effective Date, certifying to the best of such
officer's knowledge after reasonable investigation to the fulfillment of all of
the foregoing conditions.
6.6 Purchaser's inspection of the Premises.
Purchaser shall conduct promptly after the execution of this Agreement any and
all inspections Purchaser deems necessary or appropriate, including but not
limited to a termite inspection, structural inspection, or HVAC inspection. If
upon receipt or any such report, said inspection reveals evidence of
deficiencies on or to the aforesaid premises, as in Purchaser's sole discretion,
Purchaser promptly, but no later than 45 days before the Effective Date, shall
provide Seller with said report and Seller shall promptly correct said
deficiency or credit Purchaser the estimated amount of the cost for said
correction against the allocated purchase price.
11
ARTICLE VII
CONDITIONS TO THE SELLER'S OBLIGATIONS
The obligation of the Seller to consummate the transactions provided for in this
Agreement is conditioned upon fulfillment, at or before the Effective Date, of
each of the following conditions:
7.1 Representations and Warranties True.
Each of the representations and warranties contained herein of the Purchaser
shall be true in all material respects on the Effective Date as if made on and
as of such date, except for any changes permitted by the terms hereof or
consented to by the Seller in writing.
7.2 Obligations Performed.
The Purchaser shall have performed and complied in all material respects with
all obligations and agreements contained herein of the Purchaser required to be
performed or complied with by it prior to or at the Effective Date.
7.3 No Adverse Litigation.
On the Effective Date, no action, suit or proceeding shall be pending or
threatened against the Purchaser which challenges the validity or consummation
of the transactions contemplated under this Agreement.
7.4 Regulatory Approval.
The Seller shall have received from the appropriate regulatory authorities
approval without the imposition of any non-standard conditions to effect the
transactions contemplated hereunder and to sell and terminate its operation of
the Branch.
7.5 Certificate of Compliance.
The Purchaser shall have delivered to the Seller a certificate of a duly
authorized officer, dated the Effective Date, certifying to the best of such
officer's knowledge after reasonable investigation to the fulfillment of all of
the foregoing conditions.
ARTICLE VIII
TERMINATION
8.1 Methods of Termination.
This Agreement may be terminated prior to the Effective Date:
(a) By the mutual consent of Seller and Purchaser;
(b) By Purchaser, in the event of a material breach by Seller of any
representation, warranty or agreement contained herein which cannot be
cured or is not cured within five (5) business days after written notice
of such breach is given to Seller;
(c) By Seller, in the event of a material breach by Purchaser of any
representation, warranty or agreement contained herein which cannot be
cured or is not cured within five (5) business days after written notice
of such breach is given to Purchaser; or
(d) By Seller or Purchaser, in the event that the Effective Date does not
occur by September 30, 1996; provided, however, that any termination by
Purchaser pursuant to subsection (a) or (b) above must have been
approved by its board of directors.
12
8.2 Procedure Upon Termination.
In the event of termination pursuant to Section 8.1 hereof, written notice
thereof shall forthwith be given to the other party, and this Agreement shall
terminate immediately upon receipt of such notice unless an extension is
consented to by the party having the right to terminate. If this Agreement is
terminated as provided herein:
(a) each party will return all documents, work papers and other materials of
the other party relating to this Agreement whether obtained before or
after the execution hereof, to the party furnishing the same; and
(b) all information received by either party hereto with respect to the
business of the other party (other than information which is a matter of
public knowledge or which has heretofore been or is hereafter published
in any publication for public distribution or filed as public
information with any government authority) shall not at any time be used
for any purpose by such party or disclosed by such party to third
persons.
ARTICLE IX
MISCELLANEOUS PROVISIONS
9.1 Amendment and Modification.
The parties hereto, by mutual consent of their duly authorized officers, may
amend, modify or supplement this Agreement in such manner as may be agreed upon
by them in writing.
9.2 Waiver or Extension.
Except with respect to required approvals of the applicable governmental
authorities, either party, by written instrument signed by a duly authorized
executive officer, may extend the time for the performance of any of the
obligations or other acts of the other party and may waive (a) any inaccuracies
in the representations or warranties in any document delivered pursuant hereto
or (b) compliance with any of the undertakings, obligations, covenants or the
acts contained herein.
9.3 Assignment.
This Agreement and all of the provisions hereof shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
permitted assigns, but neither this Agreement nor any of the rights, interests
or obligations hereunder shall be assigned, prior to the Effective Date, by
either of the parties hereto without the prior written consent of the other.
9.4 Survival of Representations and Warranties.
The representations, warranties, conditions and obligations set out in this
Agreement shall not survive the Effective Date, except as expressly provided to
the contrary herein or unless the context otherwise requires.
9.5 Payment of Expenses.
Except as otherwise specifically provided in this Agreement, each party hereto
shall bear and pay all costs and expenses incurred by it or on its behalf in
connection with the transactions contemplated hereunder. Except as otherwise
provided herein, any expenses, fees, and costs necessary for any approvals of
the appropriate regulatory authorities, or for any notice to depositors of the
assumption of deposit liabilities provided for in this Agreement shall be paid
by the party seeking such approval or giving such notice.
13
9.6 Addresses for Notice, etc.
All notices, requests, demands, consents and other communications provided for
hereunder and under the related documents shall be in writing (including
telegraphic communication) and mailed (by registered or certified mail) or
telegraphed or delivered to the applicable party at the addresses indicated
below:
If to the Seller: With copy to:
Thomas B. Black Joseph R. Worden
Mellon Bank Mellon Bank
1128 State Street Room 1925
P.O. Box 300 One Mellon Bank Center
Erie, Pennsylvania 16522 Pittsburgh, Pennsylvania 15258
EIN # 25-0659306
If to the Purchaser: With copy to:
Ronald L. Ashbaugh _____________________________
President _____________________________
Farmers National Bank of Emlenton _____________________________
Drawer D
Emlenton, PA 16373
EIN # _______________
or, as to each party, at such other address as shall be designated by such party
in a written notice to the other party complying as to delivery with the terms
of this Section.
9.7 Press Releases, Public Disclosure.
The Purchaser and the Seller each hereby covenants and agrees that unless
approved by the other party hereto in advance it will not issue any press
release for general circulation or otherwise make any public disclosure relating
to the transactions contemplated hereby except as otherwise may be required by
law.
9.8 Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
9.9 Headings.
The headings of the Sections and Articles of this Agreement are inserted for
convenience only and shall not constitute a part hereof.
14
9.10 Governing Law.
This Agreement shall be governed by, and construed in accordance with, the
substantive law of the Commonwealth of Pennsylvania.
EXHIBIT A
REAL ESTATE
KNOX OFFICE
All that piece or parcel of land situate in the Borough of Knox (formerly
Edenburg), in Clarion County, Pennsylvania having a frontage of 75 feet on Main
Street and extending of uniform width in a westerly direction for 106 feet which
with two smaller lots included within the bounds of a larger parcel of land
bounded and described as follows:
Commencing at the Southeast corner of land here-by conveyed; thence
Westerly along State Street one hundred and fifty one (151) feet to lot
owned by Lutheran Church; thence Northerly along lot of Lutheran Church
about one hundred and five (105) feet to lot of J. I. Patterson; thence
Easterly along lot of J. I. Patterson on hundred and fifty one (151)
feet to West line of Main Street; thence Southerly along said Main
Street one hundred and five (105 feet to place of beginning. Containing
fifteen thousand eight hundred and fifty (15,850) square feet be the
same more or less.
Excepting therefrom the following lots of land, towit:
Lot conveyed to H. B. Beels et al. fronting 30 feet on Main Street
and extending of uniform width Westerly for 106 feet and being a parcel
out of the northeasterly portion of the lot above described. See Deed
Book Vol. 148, page 225 Recorder's Office, Clarion, County, Pa.
Lot conveyed to James Irwin fronting 45 feet on State Street and
extending of uniform width for 105 feet in a northerly direction and
being a parcel out of the west portion of the lot above described. See
Deed Book Vol. 148, page 156 Recorder's Office, Clarion County, Pa.
16
EXHIBIT B
FURNITURE, FIXTURES & EQUIPMENT
TO BE EXCLUDED FROM SALE
1) Bunker CSR Terminals
2) Bunker Teller Terminals
3) Bunker Controllers
4) Bunker Operating Systems
5) Printers connected to the Bunker System
17
EXHIBIT C
STIPULATED VALUES
OF
REAL ESTATE, FURNITURE, FIXTURES AND EQUIPMENT TRANSFERRED
Item Stipulated Value
- ---- ----------------
TOTAL
Land $
Building $
Equipment $
TOTAL: $
TO BE COMPLETED
18
EXHIBIT D
DEPOSIT LIABILITIES ASSUMED (1)
AS OF DECEMBER 31, 1995
TOTAL
-----
Interest-Free Demand $ 1,975,000
Interest-Bearing Demand $ 3,114.000
Savings $ 1,526,000
Money Market $ 2,296,000
Other Time (CD's) $ 9,837,000
TOTAL DEPOSITS EXPECTED $18,748,000
TO BE TRANSFERRED
- ----------------------------
(1) Excludes accrued interest.
19
EXHIBIT E
INSTRUMENT OF ASSUMPTION OF CERTAIN LIABILITIES
-----------------------------------------------
KNOW ALL MEN BY THESE PRESENTS THAT:
WHEREAS, Mellon Bank, N.A., a national bank organized and existing under the
laws of the United States (the "Seller"), and Farmers National Bank of Emlenton,
a national bank organized and existing under the laws of the United States of
America (the "Purchaser"), are parties to a certain Purchase and Assumption
Agreement dated as of ____________ __, 1996 (the "Agreement"), pursuant to which
for the consideration and upon other terms and conditions therein prescribed,
the Seller is this day transferring, conveying, assigning and delivering to the
Purchaser certain of the Seller's assets, namely, those constituting the branch
office of the Seller located at Knox, Pennsylvania (the "Branch") and
WHEREAS, the Agreement requires that, in connection with the transfer,
assignment, conveyance and delivery to the Purchaser of such assets, the
Purchaser shall assume and agree to pay, perform and discharge certain
liabilities and duties of the Seller;
NOW, THEREFORE, in consideration of the premises and in accordance with the
provisions of the Agreement, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Purchaser hereby agrees to pay,
perform and discharge such liabilities and obligations of the Seller as the same
exist at the time of the delivery of this instrument as follows:
(a) The deposit liabilities of the Seller attributed on the records of account
of the Seller to the Branch, as listed on Exhibit D to the Agreement, a copy
of which Exhibit is attached hereto.
(b) All other liabilities and obligations of the Seller with respect to the
Branch to the extent described in the Agreement transferred and delivered to
the Purchaser.
IN WITNESS WHEREOF, THE Purchaser has caused this instrument to be executed on
its behalf by duly authorized officer and its corporate seal to be affixed
hereto, this _______ day of _____________, 1996.
ATTEST: FARMERS NATIONAL BANK OF EMLENTON
_____________________________ By:_________________________________
Title: Title:
AGREED: MELLON BANK, N.A.
By:__________________________
Title:
20
EXHIBIT F
________________ _____/____/____
Prepared By Date
Sale of Knox Office
Preliminary Settlement
Worksheet
Due Purchaser Due Seller
------------- ----------
Assumption of Deposit Liabilities Sale of Assets
Real Estate $________
Retail Demand $___________ Furniture, Fixtures, Equipment $________
Installment Loans $________
Cash in Vault $________
Cash Premium (1) $________
Savings $___________
Total Due Seller $________
Time $___________
(1) Premium Calculation
Deposits Subject
Total Deposits $___________ to Premium $________
Premium at 10.00% $________
Transfer tax (Seller's portion) $___________
Total Due Purchaser $___________
Net Due Purchaser $_______
Amount Wired to Purchaser $_______
Approved: Purchaser Approved: Seller
By___________________________ By_________________________________
21
________________ _____/____/____
Prepared By Date
Sale of Knox Office
Adjusting Settlement
Worksheet
Due Purchaser Due Seller
------------- ----------
Assumption of Deposit Liabilities Sale of Assets
Real Estate $________
Retail Demand $___________ Furniture, Fixtures, Equipment $________
Installment Loans $________
Cash in Vault $________
Cash Premium (1) $________
Savings $___________
Accrued Interest $___________
Total Due Seller $________
Time $___________
Accrued Interest $___________ (1) Premium Calculation
-----------------------
Deposits Subject
Total Deposits $___________ to Premium $________
Premium at 10.00% $________
Total Deposits: $___________
Accrued Liabilities $___________
Transfer tax
(Seller's portion) $___________
Total Due Purchaser $___________
Net Due Purchaser $___________
Amount previously Wired to Purchaser $______________________________
Adjustment Difference $______________________________
Accrued Interest on Difference
at Fed Funds Rate $______________________________
Amount Wired to Purchaser $______________________________
Approved: Purchaser Approved: Seller
By__________________________________ By___________________________
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Exhibit F-1
Allocation of Purchase Price
Cash Paid at Closing $
Liabilities Assumed at Closing _______________________
Total Purchase Price $
=======================
Cash $
Installment Loans
Furniture & Fixtures
Land
Buildings
Equipment
Goodwill - Residual Amount _______________________
Total Purchase Price $
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23