EXHIBIT 2.2
September 3, 1999
Sovereign Bancorp, Inc.
2000 Market Street
Reading, Pennsylvania 19103
Sovereign Bank
1130 Berkshire Boulevard
Wyomissing, Pennsylvania 19610
Re: Purchase and Assumption Agreement dated as of
September 3, 1999 by and among Fleet Financial Group,
Inc., Fleet National Bank, Fleet Bank-NH, BankBoston,
N.A., Sovereign Bank and Sovereign Bancorp, Inc. (the
"Agreement")
Ladies and Gentlemen:
Reference is made to the Agreement which is being executed
contemporaneously herewith. Capitalized terms used herein which
are defined in the Agreement but which are undefined in this
letter agreement shall have the same meanings herein as therein.
1. Community Bank Divestiture. The parties hereby
acknowledge that in connection with the Merger certain regulatory
authorities have requested that Purchaser and Sellers provide for
the Community Bank Divestiture and that all of the parties to the
Agreement desire to permit the Community Bank Divestiture.
2. Exclusion of Community Bank Business.
Notwithstanding the current inclusion of the Community Bank
Business as part of the Business to be purchased by Purchaser
pursuant to the terms and provisions of the Agreement, Purchaser
and Sellers hereby agree that, except as provided otherwise
herein, as of the Closing Date (a) the Community Bank Branches
shall not be Branches and shall not be transferred to Purchaser
under the Agreement, (b) any assets of Sellers allocated to the
Community Bank Branches (the "Community Bank Assets") shall not
be Purchased Assets and shall not be acquired by Purchaser under
the Agreement, (c) any liabilities or obligations allocated to
the Community Bank Branches (the "Community Bank Liabilities")
shall not be Assumed Liabilities and shall not be assumed by
Purchaser pursuant to the Agreement, and (d) any employees of the
Community Bank Branches shall not be Business Employees under the
Agreement.
3. Acquisition of Additional Business. Sellers may
put the Additional Business described in an Additional Business
Notice to Purchaser and Purchaser shall acquire such Additional
Business, subject to the matters set forth in the schedules to be
<PAGE 1> prepared pursuant Section 4(b) hereof, on the terms and
conditions specified in the Agreement mutatis mutandis, as of a
date that is the later of sixty (60) days after such
Additional Business Notice or fifteen (15) days after the Closing
Date (the "Additional Business Closing Date"), subject to the
receipt of any required regulatory approvals.
4. Schedules.
(a) Revised Schedules. On or before March 1,
2000, Fleet and Sellers shall revise and deliver to
Purchaser, on one or more occasions, the schedules to the
Agreement listed on Exhibit B attached hereto to, among
other matters, remove therefrom, as applicable, the
Community Bank Assets, Community Bank Liabilities and the
Community Bank Employees and to otherwise reflect the effect
of the Community Bank Divestiture. Upon the delivery of
such revised schedules to Purchaser, such revised schedules
shall supersede and replace in their entirety the original
or previously revised versions of the respective schedules.
Following execution of Divestiture Agreements for the
Community Bank Divestiture, Fleet and Sellers shall provide
such revised schedules as promptly as shall be reasonably
practicable prior to March 1, 2000.
(b) Schedules as to Additional Business. Within
thirty (30) days after the Additional Business Notice, Fleet
and Sellers shall deliver to Purchaser schedules relating to
the Additional Business with respect to matters similar to
those as to the Business set forth in the original schedules
to the Agreement listed on Exhibit B. Such delivered
schedules shall, among other matters, describe, as
applicable, the Additional Bank Assets, Additional Bank
Liabilities and the Community Bank Employees and otherwise
reflect the composition of the Additional Bank Business and
its acquisition by Purchaser.
(c) Preparation of Schedules; Determination of
Community Bank Business and Additional Bank Business.
(i) Any revised schedules delivered pursuant to Section 4(a)
above shall take into account the Community Bank
Divestiture, including without limitation the proposed
transfer of the Community Bank Business to one or more
Community Banks, (ii) any new schedules delivered pursuant
to Section 4(b) shall reflect the composition of the
Additional Business and its acquisition by Purchaser, and in
either case shall be prepared by Fleet and Sellers in good
faith and with commercially reasonable care using the same
or similar in all material respect methods and procedures
utilized to prepare the schedules originally attached to the
Agreement and, in the absence of manifest error, shall be
final and binding on the parties to the Agreement, and (iii)
any determination of the composition of the Community Bank
Business or Additional Bank Business, including without
<PAGE 2> limitation the Community Bank Assets, Community
Bank Liabilities, Additional Bank Assets and Additional Bank
Liabilities, by Fleet and Sellers shall be made in good
faith and with commercially reasonable care using the same
or similar in all material respect methods and procedures
utilized to determine the Business, including without
limitation the Purchased Assets and Assumed Liabilities,
and, in the absence of manifest error, shall be final and
binding on the parties to the Agreement.
5. Negotiation of Community Bank Divestiture.
Notwithstanding anything to the contrary contained in the
Agreement, without any obligation to obtain the consent or
approval thereof by Purchaser or Sovereign, Fleet and Sellers may
negotiate, enter into and perform Divestiture Agreements, subject
to appropriate closing conditions in favor of the parties
thereto, with one or more of the Community Banks with respect to
all or any portion of the Community Bank Divestiture. Where
practicable and subject to any obligations as to confidentiality
and nondisclosure to any of the Community Banks, Fleet will
advise Purchaser from time to time as to the status of the
Community Bank Divestiture.
6. Definitions.
"Additional Bank Assets" shall mean those
Community Bank Assets allocated to the Additional Bank
Branches, which as of the date of an Additional Business
Notice shall not have been acquired by a Community Bank
pursuant to the Community Bank Divestiture and shall not be
the subject of any Divestiture Agreement under which Sellers
remain obligated to transfer such Community Bank Assets to a
Community Bank.
"Additional Bank Branches" shall mean one or more
Community Bank Branches designated by Sellers in an
Additional Business Notice that shall not have been
transferred pursuant to the Community Bank Divestiture and
shall not be the subject of any Divestiture Agreement under
which Sellers remain obligated to transfer such Community
Bank Branches to a Community Bank.
"Additional Bank Employees" shall mean those
Community Bank Employees, who are employees of the
Additional Branches to be acquired by Purchaser hereunder
and are Consumer Bank Employees as of the date hereof, but
excluding such employees who shall leave a Sellers' employ
between the date hereof and the close of business on the
Additional Business Closing Date, but including replacements
of such employees made in the ordinary course of business
between the date hereof and the Additional Business Closing
Date and including any Person who fills a vacant position at
an Additional Branch between the date hereof and the
Additional Business Closing Date. <PAGE 3>
"Additional Bank Liabilities" shall mean those
Community Bank Liabilities allocated to the Additional Bank
Branches, which as of the date of an Additional Business
Notice shall not have been assumed by a Community Bank
pursuant to the Community Bank Divestiture and shall not be
the subject of any Divestiture Agreement under which Sellers
remain obligated to transfer such Community Bank Liabilities
to a Community Bank.
"Additional Business" shall mean the portion of
the Community Bank Business, which as of the date of an
Additional Business Notice shall not have been transferred
to a Community Bank pursuant to the Community Bank
Divestiture and shall not be the subject of any Divestiture
Agreement under which Sellers remain obligated to transfer
such portion to a Community Bank. Without limiting this
definition, "Additional Business" shall include the
Additional Bank Branches, the Additional Bank Assets, the
Additional Bank Liabilities and the Additional Bank
Employees.
"Additional Business Notice" shall mean a written
notice to Purchaser given after January 31, 2000 but on or
prior to the first anniversary of the consummation of the
Merger as to certain matters contemplated herein.
"Community Bank Branches" shall mean one or more
of the branch offices of Sellers listed on Exhibit A
attached hereto that are the subject of the Community Bank
Divestiture and that Sellers have designated as Community
Bank Branches, by written notice to Purchaser on or prior to
January 31, 2000; provided that, with respect to any
previously designated Community Bank Branch, subject to the
provisions of any applicable Divestiture Agreement, Sellers
may by written notice to Purchaser on or prior to
January 31, 2000 elect to redesignate such Community Bank
Branch as a Branch for purposes of the Agreement and such
redesignated Branch shall not be deemed a Community Bank
Branch hereunder.
"Community Bank Business" shall mean the Community
Bank Branches, the Community Bank Assets, the Community Bank
Liabilities and the Community Bank Employees.
"Community Bank Divestiture" shall mean the
divestiture by Sellers to one or more Community Banks of a
portion of the Consumer Bank Division and the Small Business
Bank Division representing no more than ten percent (10%) of
the Business, subject, within such limit, to appropriate
adjustments to conform such divestiture to the matters set
forth on the revised schedules delivered pursuant to Section
4(a).
<PAGE 4>
"Community Banks" shall mean certain financial
institutions to be designated by Fleet in one or more
written notices to Purchaser on or before January 31, 2000,
which notices may provide for the deletion of a previously
designated financial institution.
"Divestiture Agreement" shall mean an agreement or
agreements between one or more of the Sellers and a
Community Bank providing for the transfer and assumption by
such Community Bank of all or a portion of the Community
Bank Business.
[Remainder of Page Intentionally Left Blank]
<PAGE 5>
Please indicate your agreement and acceptance of the
foregoing by executing a counterpart of this letter agreement and
returning it via telecopy and overnight delivery to Fleet's
counsel, Edwards & Angell, LLP, 101 Federal Street, 23rd fl.,
Boston, Massachusetts 02110, facsimile number: (617) 439-4170,
Attention: Lauren A. Mogensen, Esq.
/s/ FLEET FINANCIAL GROUP, INC.
/s/ FLEET NATIONAL BANK
/s/ FLEET BANK - NH
/s/ BANKBOSTON, N.A.
Agreed and accepted as of the
date first above written.
/s/ SOVEREIGN BANK
/s/ SOVEREIGN BANCORP, INC.
<PAGE 6>
EXHIBIT A
COMMUNITY BANK BRANCHES
Branch Owner Identification /Branch Address
CONNECTICUT:
BankBoston: Blue Hills, 649 Blue Hills Ave., Hartford, CT
06112
Bloomfield, 48 Jerome Ave., Bloomfield, CT 06002
Enfield Street, 800 Enfield St., Enfield, CT
06010
Buckland Hills Mall, 194 Buckland Hills Drive,
Manchester, CT 06040
Westfarms Mall, 500 Westfarms Mall, Farmington,
CT 06032
Gables at Farmington, 20 Devonwood Drive,
Farmington, CT 06032
Villagegate at Farmington, 88 Scott Swamp Rd.,
Farmington, CT 06032
MASSACHUSETTS:
Fleet Bank: Mattapan, 1617 Blue Hill Ave., Boston, MA 02126
Uphams Comer, 585 Columbia Rd., Boston, MA 02125
Boston-Egleston Sq. 3060 Washington St., Boston,
MA 02026
Dorchester, 572 Freeport St., Boston, MA 02122
Washington Park, 300-350 Martin Luther King Dr.,
Roxbury, MA 02119
Falmouth, 249 Worcester Ct., Falmouth, MA 02540
Mashpee, Rt. 28, Mashpee, MA 02649
Osterville, 22 Wianno Ave., Osterville, MA 02655
Wareham/Motorbank, 237 Main St., Wareham, MA
02571
Stonehill, 1300 Belmont St., Brockton, MA 02401
Canton, 39 Washington St., Canton, MA 02021
Norwell, 80 Washington St., Norwell, MA 02061
Randolph, 35 Memorial Pkwy., Randolph, MA 02368
Billerica 233 Boston Road, 233 Boston Rd.,
Billerica, MA 01862
Drum Hill, 20 Drum Hill Rd., Chelmsford, MA
01824
Brockton Main, 34 School St., Brockton, MA 02401
Montello, 836 N. Main St., Brockton, MA 02401
Centerville, 1185 Falmouth Rd., Centerville, MA
02632
Chatham, 655 Main St., Chatham, MA 02633
Harwichport, Sission Rd. At., Harwich Port, MA
02646
Hyannis, 442 Main St., Hyannis, MA 02601
Hyannis Airport, 375 Iyanough Rd., Hyannis, MA
02601
Orleans, Rt. 28 At Main St., Orleans, MA 02653
<PAGE 7>
Pocasset, 301 Barlows Landing, Pocasset, MA
02559
Sandwich, Rt. 6A & Tupper Rd., Sandwich, MA
02563
Station Avenue, Station Ave., South Yarmouth, MA
02664
Yarmouth, 1123 Main & Wood St., South Yarmouth,
MA 02664
West Dennis, 932 Main Street, Rt. 28, West
Dennis, MA 02670
RHODE ISLAND:
BankBoston: East Greenwich, 765 Main St., East Greenwich, RI
02818
Wakefield-Main Street, 20A Main St., South
Kingstown, RI 02879
Wickford, 27 Brown St., North Kingstown, RI
02852
<PAGE 8>
EXHIBIT B
SCHEDULES TO BE REVISED
Schedule 1.1(a) ATM Lease Agreements
Schedule 1.1(b) Automatic Teller Machines
Schedule 1.1(e) Branch Leases
Schedule I.1(f) Branches
Schedule 1.1(k) Consumer Bank Employees
Schedule 1.1(1) Consumer Bank Loans
Schedule 1.1(m) Consumer Deposit Liabilities
Schedule 1.1(t) Excluded Fixed Assets
Schedule 1.1(u) Fixed Assets
Schedule 1.1(x) ISDA Transactions
Schedule 1.1(y) Letters of Credit
Schedule 1.1(z) Liquidity Support Agreements
Schedule 1.1(hh) Real Property
Schedule 1.1(ii) Real Property Purchase Price
Schedule 1.1(jj) SBA Loans
Schedule 1.1(kk) Small Business Bank Deposit Liabilities
Schedule 1.1(ll) Small Business Bank Employees
Schedule 1.1(mm) Small Business Bank Loans
Schedule 1.1(pp) Tenant Leases
Schedule 3.4(a) Allocation of Purchase Price
Schedule 6.6(b) Branch Lease Exceptions
<PAGE 9>