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Exhibit 2(a)
PURCHASE AND ASSUMPTION AGREEMENT
BETWEEN
NATIONSBANK CORPORATION
AND
HUNTINGTON BANCSHARES INCORPORATED
2
PURCHASE AND ASSUMPTION AGREEMENT
---------------------------------
ARTICLE I - THE ASSETS ..............................................................1
Section 1.1. Banking Centers ..........................................1
Section 1.2. Substitutions and Additional Banking Centers .............2
ARTICLE II - TRANSFER OF ASSETS AND LIABILITIES ...................................2
Section 2.1. Transferred Assets........................................2
Section 2.2. Purchase Price ...........................................4
Section 2.3. Deposit Liabilities ......................................6
Section 2.4. Loans Transferred ........................................8
Section 2.5. Safe Deposit Business ...................................10
Section 2.6. Employee Matters ........................................10
Section 2.7. Records and Data Processing, etc ........................12
Section 2.8. Security ................................................12
Section 2.9. Taxes and Fees; Proration of Certain Expenses ...........13
Section 2.10. Real Property ..........................................13
ARTICLE III - CLOSING AND EFFECTIVE TIME ...........................................16
Section 3. 1. Effective Time ..........................................16
Section 3.2. Closing .................................................16
Section 3.3. Post Closing Adjustments ................................18
ARTICLE IV - INDEMNIFICATION .......................................................19
Section 4.1. NationsBank's Indemnification of Huntington .............19
Section 4.2. Huntington's Indemnification of NationsBank .............20
Section 4.3. Claims for Indemnity ....................................20
Section 4.4. Limitations on Indemnification ..........................20
ARTICLE V - REPRESENTATIONS AND WARRANTIES OF SELLERS ..............................21
Section 5.1. Corporate Organization ..................................21
Section 5.2. No Violation ............................................21
Section 5.3. Corporate Authority .....................................21
Section 5.4. Enforceable Agreement ...................................21
Section 5.5. No Brokers ..............................................21
Section 5.6. Personal Property .......................................22
Section 5.7. Real Property and the Leased Banking Centers ............22
Section 5.8. Condition of Property ...................................22
Section 5.9. Ratios ..................................................23
Section 5.10. Employees ...............................................23
Section 5.11. Assumed Contracts .......................................23
Section 5.12. Loans ...................................................23
Section 5.13. Environmental Matters ...................................24
Section 5.14. Deposit Liabilities .....................................24
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Section 5.15. Limitation of Representations and Warranties ............24
ARTICLE VI - REPRESENTATIONS AND WARRANTIES OF PURCHASERS ..........................24
Section 6.1. Corporate Organization ..................................24
Section 6.2. No Violation ............................................24
Section 6.3. Corporate Authority .....................................25
Section 6.4. Enforceable Agreement ...................................25
Section 6.5. No Brokers ..............................................25
ARTICLE VII - OBLIGATIONS OF PARTIES PRIOR TO AND AFTER EFFECTIVE
TIME ......................................................................25
Section 7.1. Full Access .............................................25
Section 7.2. Delivery of Magnetic Media Records ......................26
Section 7.3. Application for Approval ................................26
Section 7.4. Conduct of Business; Maintenance of Properties ..........26
Section 7.5. No Solicitation by Sellers ..............................27
Section 7.6. Further Actions .........................................27
Section 7.7. Fees and Expenses .......................................27
Section 7.8. Breaches with Third Parties .............................28
Section 7.9. Operations ..............................................28
Section 7.10. Destruction and Condemnation ............................29
Section 7.11. Insurance ...............................................30
Section 7.12. Public Announcements ....................................30
Section 7.13. Tax Reporting ...........................................30
Section 7.14. Transitional Matters ....................................30
ARTICLE VIII - CONDITIONS TO PURCHASERS OBLIGATIONS ................................30
Section 8.1. Representations and Warranties True .....................31
Section 8.2. Obligations Performed ...................................31
Section 8.3. No Adverse Litigation ...................................31
Section 8.4. Regulatory Approval .....................................31
Section 8.5. Loan to Deposit Ratio ...................................31
ARTICLE IX - CONDITIONS TO SELLERS OBLIGATIONS .....................................31
Section 9.1. Representations and Warranties True .....................32
Section 9.2. Obligations Performed ...................................32
Section 9.3. No Adverse Litigation ...................................32
Section 9.4. Regulatory Approval .....................................32
Section 9.5. Barnett Transaction Closing .............................32
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ARTICLE X - TERMINATION ............................................................32
Section 10.1. Methods of Termination ..................................32
Section 10.2. Procedure Upon Termination ..............................33
Section 10.3. Payment of Expenses .....................................34
ARTICLE XI - MISCELLANEOUS PROVISIONS ..............................................34
Section 11.1. Completion of Barnett Transaction .......................34
Section 11.2. Assignment to Subsidiaries ..............................34
Section 11.3. Amendment and Modification ..............................34
Section 11.4. Waiver or Extension .....................................34
Section 11.5. Assignment ..............................................34
Section 11.6. Confidentiality .........................................35
Section 11.7. Addresses for Notices, Etc. .............................35
Section 11.8. Counterparts ............................................36
Section 11.9. Headings ................................................36
Section 11.10 Governing Law ...........................................36
Section 11.11 Sole Agreement ..........................................36
Section 11.12. Parties In Interest ............................36
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PURCHASE AND ASSUMPTION AGREEMENT
---------------------------------
THIS PURCHASE AND ASSUMPTION AGREEMENT (this "Agreement") is entered into as of
December 8, 1997 by and between NationsBank Corporation, a bank holding company
having its principal offices in Charlotte, North Carolina ("NationsBank"), and
Huntington Bancshares Incorporated, a Maryland corporation, having its principal
offices in Columbus, Ohio ("Huntington"):
W I T N E S S E T H:
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WHEREAS, NationsBank has entered into an Agreement and Plan of Merger with
Barnett Banks, Inc. ("Barnett") for the purpose of acquiring Barnett and its
subsidiaries (the "Barnett Transaction"); and
WHEREAS, NationsBank, by its own actions and through the actions of certain of
its banking and corporate subsidiaries (NationsBank and its subsidiaries being
hereinafter referred to as "Sellers") wishes to divest itself of certain assets,
deposits and other liabilities in order to meet regulatory requirements dictated
by the Barnett Transaction; and
WHEREAS, Huntington, by its own actions and through the actions of certain of
its banking and corporate subsidiaries (Huntington and its subsidiaries being
hereinafter referred to as "Purchasers") wishes to purchase such assets and
assume such liabilities upon the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, NationsBank and Huntington agree as follows:
ARTICLE I
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THE ASSETS
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Section 1.1. Banking Centers.
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(a) Purchasers shall purchase from Sellers the assets of, and assume the
liabilities assigned to branch banking offices specified by NationsBank
in the following Florida counties: Brevard, Charlotte, Flagler,
Hernando, Hillsborough, Lee, Manatee, Pasco, Pinellas, Sarasota and
Volusia (collectively, the "Targeted Region") which in the aggregate
have deposits of at least $2,500,000,000 (collectively, the "Banking
Centers").
(b) NationsBank has preliminarily identified the specific Banking Centers
that Purchasers shall purchase from Sellers; a list of those Banking
Centers is attached hereto as EXHIBIT 1.1(b).
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Section 1.2. Substitutions and Additional Banking Centers.
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(a) If, in connection with its regulatory applications for approval of the
Barnett Transaction, NationsBank finds it necessary to revise the
number and location of Targeted Region Banking Centers it deems
necessary to sell in order to obtain such regulatory approval (a
"Determination"), Purchasers will purchase the assets of, and assume
the liabilities assigned to, those additional or substitute Banking
Centers, keeping as a guiding principle the necessity for NationsBank
to obtain regulatory approval for the Barnett Transaction. Such
Determination shall be made after consultation with Purchasers and
shall be reasonably satisfactory to Purchasers.
(b) Once it has made a Determination, NationsBank will notify Purchasers of
the additional or substitute Banking Centers that Purchasers will be
required to purchase under this Agreement, specifying the location for
each Banking Center added or substituted. The delivery of such notice
will be deemed to automatically amend this Agreement and EXHIBIT 1.1(b)
to include the additional or substitute Banking Centers, with
corresponding adjustments in the calculation of the Purchase Price
under Section 2.2. Any references in this Agreement to Banking Centers,
the assets transferred, Excluded Assets, Loans and Deposit Liabilities
shall reflect all additions and substitutions made under this Section
1.2 and Sections 2.10, 7.8 and 7.10.
ARTICLE II
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TRANSFER OF ASSETS AND LIABILITIES
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Section 2.1. Transferred Assets.
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(a) As of the Effective Time (as defined in Section 3.1 below) and upon the
terms and conditions set forth herein, Sellers will sell, assign,
transfer, convey and deliver to Purchasers, and Purchasers will
purchase from Sellers, the following assets at the Banking Centers
except as otherwise excluded from sale pursuant to the provisions of
Subsection 2.1 (b) below (the "Transferred Assets"):
(1) subject to Section 2.10 hereof, all of Sellers' transferable
right, title and interest in and to all real estate and
improvements thereon at the Banking Centers, but not including
any leasehold estates covered by sub-section (3) below,
together with all rights and appurtenances pertaining thereto
(the "Real Property");
(2) the furniture, fixtures, leasehold improvements, equipment and
other tangible personal property located on or affixed to the
Real Property or located at leased Banking Center locations,
including any of such items on order at the Closing or subject
to the terms of any Equipment Leases (the "Personal
Property");
(3) all assignable leases affecting the Banking Centers, including
all leases of real property and space in real property where
Sellers are the lessee (the "Real Property Leases"), any
leases of real property and space in real property where
Sellers are a lessor (the
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"Tenant Leases") and all leases for equipment (the "Equipment
Leases"), and those assignable, stand-alone software licenses
and leases acceptable to Purchasers (the "Software Licenses");
(4) all safe deposit contracts and leases for the safe deposit
boxes located at the Banking Centers as of the Effective Time
(the "Safe Deposit Contracts");
(5) all Loans transferred pursuant to Section 2.4; and
(6) all coins and currency located at the Banking Centers as of
the Effective Time (the "Coins and Currency").
(b) Excluded from the assets, properties and rights being transferred,
conveyed and assigned to Purchasers under this Agreement are (1) the
proprietary merchandising equipment and other assets listed on EXHIBIT
2.1(b) hereto, (2) Sellers' rights in and to the names "NationsBank"
and "Barnett" and any of their predecessor banks' names and any of
Sellers' or Sellers' predecessors' corporate logos, trademarks, trade
names, signs, paper stock, forms and other supplies containing any such
logos, trademarks or trade names, (3) residential mortgage servicing
rights for 1-4 family residential mortgages loans at the Banking
Centers, (4) any regulatory licenses or any other nonassignable
licenses and permits, (5) trust, brokerage, mutual fund and similar
relationships and (6) proprietary NationsBank or Barnett software (the
"Excluded Assets"). Sellers shall coordinate with Purchasers to remove
the Excluded Assets from the Banking Centers on or prior to the
Effective Time. Sellers shall remove the Excluded Assets at their own
cost and using their reasonable efforts to attempt to minimize any
damage as a result of such removal. Apart from making any repairs
necessitated by Sellers' negligence in removing the Excluded Assets,
Sellers shall be under no obligation to restore the premises to their
original condition, which shall be the responsibility of Purchasers.
(c) Except for data provided pursuant to Sections 2.3, 2.4, 2.5 and 2.6,
all RMMS (as defined below) data and information and any copies or
extracts thereof or other data or analyses delivered therefrom, and all
internal reports and data relating to, containing or derived from the
operating results of Barnett and its affiliates or any subsidiary or
division or line of business thereof, whether contained in books,
records or other paper format, accessed through the computer and data
processing systems of Barnett and its affiliates, or otherwise in the
possession of Barnett or Sellers, shall remain solely the property of
Sellers, and nothing contained in this Agreement shall be construed as
transferring to or vesting in Purchasers or any of Purchasers'
affiliates any right or interest in or to such data and information or
to grant to Purchasers any ongoing rights to the use of the RMMS or
data derived therefrom. Purchasers acknowledge that Sellers shall be
entitled to take all such steps prior to or following the Closing as
shall be necessary in Sellers' sole discretion to effect the foregoing,
including taking such actions as are necessary to ensure that all
access to such information at the offices of Sellers shall be
terminated as of the Closing. Purchasers shall promptly return to
Sellers any such information or data described herein, which remains at
any facilities transferred hereunder following the Closing.
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For purposes of this Agreement, the term "RMMS" means the Retail Market
Management System, a proprietary strategic and marketing system of Barnett which
combines customer transaction, balance and demographic data with a proprietary
analytic methodology to produce specific customer and market management tools.
These management tools include but are not limited to market potential models,
customer profitability analysis, market segmentation analysis and customer
activity analysis.
Section 2.2. Purchase Price.
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(a) As consideration for the purchase of the Banking Centers, Purchasers
shall pay Sellers a purchase price equal to the sum of the following:
(1) The Net Book Value (as defined in Section 2.2(d) hereof) of
the Personal Property and the real estate and improvements
(including leasehold improvements) at the Banking Centers on
the Closing Date.
(2) A premium for the Deposit Liabilities (as defined in Section
2.3(a) hereof) and franchise value assigned to the Banking
Centers equal to 20.25% of the initial $2,000,000,000 of
Deposit Liabilities and 19.00% of all Deposit Liabilities in
excess of $2,000,000,00;
(3) The Net Book Value (as defined in Section 2.2(d) hereof) of
the Loans as set forth in Section 2.4 hereof on the Closing
Date; and
(4) The face amount of the Coins and Currency.
(b) In addition, Purchasers shall assume, as of the Effective Time, all of
the duties, obligations and liabilities of Sellers relating to the
Deposit Liabilities and to any of the following accruing or arising on
or after the Effective Time: the Real Property, the Real Property
Leases, the Tenant Leases, the Equipment Leases, the Software Licenses,
the Safe Deposit Contracts and all other assignable operating contracts
of the Banking Centers. Specifically excluded from the above are:
(i) Liabilities or obligations with respect to any litigation,
suits, claims, demands or governmental proceedings related to
any fact, circumstance or event occurring prior to Closing and
related to the Banking Centers.
(ii) Any and all obligations arising under any service agreements
entered into between NationsBank or Barnett and their
subsidiaries.
(c) Sellers shall prepare a balance sheet (the "Pre-Closing Balance Sheet")
in accordance with generally accepted accounting principles
consistently applied as of a date not earlier than 30 calendar days
prior to the Effective Time anticipated by the parties (the
"Pre-Closing Balance Sheet Date") reflecting the assets to be sold and
assigned hereunder and the liabilities to be transferred and assumed
hereunder; Sellers agree to pay to Purchasers at the Closing (as
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defined in Section 3.1 hereof), in immediately available funds, the
excess amount, if any, of the amount of Deposit Liabilities assumed by
Purchasers pursuant to subsection (b) above as reflected by the
Pre-Closing Balance Sheet over the aggregate purchase price computed in
accordance with subsection (a) above, as reflected by the Pre-Closing
Balance Sheet. Purchasers agree to pay Sellers at the Closing, in
immediately available funds, the excess, if any, of the aggregate
purchase price computed in accordance with subsection (a) above, as
reflected by the Pre-Closing Balance Sheet over the amount of Deposit
Liabilities assumed by Purchasers pursuant to subsection (b) above as
reflected by the Pre-Closing Balance Sheet. Amounts paid at Closing
shall be subject to subsequent adjustment based on the Post-Closing
Balance Sheet (as defined in Section 3.3 hereof).
(d) With regard to Personal Property and Real Property and improvements
(including leasehold improvements), Net Book Value is the value that
the asset is carried on Sellers' general ledger. With regard to Loans,
Net Book Value is the aggregate principal amount of the Loans, plus
accrued and unpaid interest and late charges thereon, but such value
shall not include any loan loss reserves or general reserve.
(e) (1) Sellers and Purchasers agree to allocate the purchase price in
accordance with Section 1060 of the Internal Revenue Code (the "Code").
Within 120 days after the Closing Date, Purchasers shall provide to
Sellers Purchasers' proposed allocation of the purchase price as
finally determined and paid by Purchasers hereunder. Within 30 days
after the receipt of such allocation, Sellers shall propose to
Purchasers any changes to such allocation or otherwise shall be deemed
to have agreed with such allocation.
(2) Sellers and Purchasers shall reduce such allocation to writing,
including jointly and properly executing completed Internal Revenue
Service Form 8594, and any other forms or statements required by the
Code, Treasury Regulations or the Internal Revenue Service, together
with any and all attachments required to be filed therewith. Sellers
and Purchasers shall file timely any such forms and statements with the
Internal Revenue Service.
(3) To the extent consistent with applicable law, Sellers and
Purchasers shall not file any tax return or other documents or
otherwise take any position with respect to taxes which is inconsistent
with such allocation of the final purchase price, provided, however,
that neither Sellers nor Purchasers shall be obligated to litigate any
challenge to such allocation of the final purchase price by a
governmental authority.
(4) Sellers and Purchasers shall promptly inform one another of any
challenge by any governmental authority to any allocation made pursuant
to this subsection and agree to consult with and keep one another
informed with respect to the state of, and any discussion, proposal or
submission with respect to, such challenge.
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Section 2.3. Deposit Liabilities.
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(a) "Deposit Liabilities" shall mean all of Sellers duties, obligations and
liabilities relating to the deposit accounts assigned to the Banking
Centers as of the Effective Time (including accrued but unpaid or
uncredited interest thereon).
(b) Except for those liabilities and obligations specifically assumed by
Purchasers under 2.2(b) above, Purchasers are not assuming any other
liabilities or obligations. Liabilities not assumed include, but are
not limited to, the following:
(1) Sellers' cashier checks, letters of credit, money orders,
traveler's checks, interest checks and expense checks issued
prior to closing, consignments of U.S. Government "E" and "EE"
bonds and any cash items paid by Sellers and not cleared prior
to the Effective Time.
(2) Deposit accounts associated with or securing lines of credit
where the line of credit is excluded in accordance with
Section 2.4 (b).
(3) Self-directed individual retirement accounts, if any, as well
as those individual retirement accounts which, by their terms,
are not subject to assignment, it being understood that all
other types of IRA Deposit Liabilities are intended to be
transferred.
(c) Sellers do not represent or warrant that any deposit customers whose
accounts are assumed by Purchasers will become or continue to be
customers of Purchasers after the Effective Time.
(d) Purchasers agree to pay in accordance with law and customary banking
practices all properly drawn and presented checks, drafts and
withdrawal orders presented to Purchasers by mail, over the counter or
through the check clearing system of the banking industry, by
depositors of the accounts assumed, whether drawn on the checks,
withdrawal or draft forms provided by Sellers or by Purchasers, and in
all other respects to discharge, in the usual course of the banking
business, the duties and obligations of Sellers with respect to the
balances due and owing to the depositors whose accounts are assumed by
Purchasers.
(e) If, after the Effective Time, any depositor, instead of accepting the
obligation of Purchasers to pay the Deposit Liabilities assumed, shall
demand payment from Sellers for all or any part of any such assumed
Deposit Liabilities, Sellers shall not be liable or responsible for
making any such payment; provided, that if Sellers shall pay the same,
Purchasers agree to reimburse Sellers for any such payments, and
Sellers shall not be deemed to have made any representations or
warranties to Purchasers with respect to any such checks, drafts or
withdrawal orders and any such representations or warranties implied by
law are hereby expressly disclaimed. Sellers and Purchasers shall make
arrangements to provide for the daily settlement with immediately
available funds by Purchasers of checks, drafts, withdrawal orders,
returns and other items presented to and paid by Sellers within 90
calendar days after
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the Effective Time and drawn on or chargeable to accounts that have
been assumed by Purchasers; provided, however, that Sellers shall be
held harmless and indemnified by Purchasers for acting in accordance
with such arrangements.
(f) Purchasers agree, at their cost and expense, (1) to assign new account
numbers to depositors of assumed Deposit Liabilities, (2) to notify
such depositors, on or before the Effective Time, in a form and on a
date mutually acceptable to Sellers and Purchasers, of Purchasers
assumption of Deposit Liabilities, (3) to furnish such depositors with
checks on the forms of Purchasers and with instructions to utilize
Purchasers' checks and to destroy unused check, draft and withdrawal
order forms of Sellers (if Purchasers so elect, Purchasers may offer to
buy from such depositors their unused Sellers' check, draft and
withdrawal order forms), (4) to reissue all ATM and debit cards (with
new PIN numbers) associated with the depositors of assumed Deposit
Liabilities, (5) to replace all line of credit checks with checks on
the forms of Purchasers with instructions to utilize Purchasers' checks
and to destroy the unused checks and (6) to disable and to notify
customers of its disabling of all credit card overdraft protection. At
its expense, Sellers will prepare and deliver to Purchasers two sets of
its normal customer mailing labels relating to the Deposit Liabilities.
In addition, subsequent to regulatory approval, Sellers will notify its
affected customers by letter of the pending assignment of Sellers'
Deposit Liabilities to Purchasers, which notice shall be at Sellers'
cost and expense and shall be in a form mutually agreeable to Sellers
and Purchasers.
(g) Purchasers agree to pay promptly to Sellers an amount equivalent to the
amount of any checks, drafts or withdrawal orders credited to any
assumed Deposit Liabilities as of the Effective Time that are returned
to Sellers after the Effective Time.
(h) As of the Effective Time, Purchasers will assume and discharge Sellers'
duties and obligations in accordance with the terms and conditions and
laws, rules and regulations that apply to the certificates, accounts
and other Deposit Liabilities assumed under this Agreement.
(i) As of the Effective Time, Purchasers will maintain and safeguard in
accordance with applicable law and sound banking practices all account
documents, deposit contracts, signature cards, deposit slips, canceled
items and other records related to the Deposit Liabilities assumed
under this Agreement, subject to Sellers' right of access to such
records as provided in this Agreement.
(j) Sellers will render a final statement to each depositor of an account
assumed under this Agreement as to transactions occurring through the
Effective Time and will comply with all laws, rules and regulations
regarding tax reporting of transactions of such accounts through the
Effective Time. Sellers will be entitled to impose normal fees and
service charges on a per-item basis, but Seller s will not impose
periodic fees or blanket charges in connection with such final
statements. Purchasers will comply with all laws, rules and regulations
regarding tax reporting of transactions of such accounts after the
Effective Time.
(k) Prior to the Closing Date, Purchasers, at their expense, will notify
all Automated Clearing House ("ACH") originators of the transfers and
assumptions made pursuant to the
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Agreement; provided, however, that Sellers may, at their option, notify
all such originators (on behalf of Purchasers) also at the expense of
Purchasers. For a period of 90 calendar days beginning on the Effective
Time, Sellers will honor all ACH items related to accounts assumed
under this Agreement which are mistakenly routed or presented to
Sellers. Sellers will make no charge to Purchasers for honoring such
items, and will electronically transmit such ACH data to Purchasers. ff
Purchasers cannot receive an electronic transmission, Sellers will make
available to Purchasers at Sellers' operations center receiving items
from the Automated Clearing House tapes containing such ACH data. Items
mistakenly routed or presented after the 90-day period will be returned
to the presenting party. Sellers and Purchasers shall make arrangements
to provide for the daily settlement with immediately available funds by
Purchasers of any ACH items honored by Sellers, and Sellers shall be
held harmless and indemnified by Purchasers for acting in accordance
with this arrangement to accept ACH items.
(l) Following the Effective Time, Purchasers agree to use their best
efforts to collect from Purchasers' customers amounts equal to any Visa
or MasterCard charge backs under the MasterCard and Visa Merchant
Agreements between Sellers and their customers or amounts equal to any
deposit items returned to Sellers after the Effective Time which were
honored by Sellers prior to the Effective Time and remit such amounts
so collected to Sellers. Purchasers agree to immediately freeze and
remit to Sellers any funds, up to the amount of the charged back or
returned item that had been previously credited by Sellers if such
funds are available at the time of notification by Sellers to
Purchasers of the charged back or returned item. Notwithstanding the
foregoing, Purchasers shall have no duty to remit funds for any item or
charge that has been improperly returned or charged to Sellers. Solely
for the purposes of this Section 2.3(i), all references to Sellers
shall be deemed to include Sellers and its assignees.
(m) As of the Effective Time, Sellers shall transfer and assign all files,
documents and records related to the Deposit Liabilities to Purchasers,
including such information held in electronic form, and Purchasers will
be responsible for maintaining and safeguarding all such materials in
accordance with applicable law and sound banking practices.
Section 2.4. Loans Transferred.
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(a) Sellers will transfer to Purchasers as of the Effective Time, subject
to the terms and conditions of this Agreement, all of Sellers' right,
title and interest in (including accrued but unpaid interest and late
charges and collateral relating thereto) loans maintained, serviced and
listed as loans assigned to the Banking Centers (collectively, the
"Loans"); provided, however, the Loans shall not include any loans
described in subsection (b) below. Such Loans (as well as any lien or
security interest related thereto) shall be transferred by means of a
blanket (collective) assignment and not individually (except as may be
otherwise required by law).
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(b) Notwithstanding the provisions of subsection (a) above, the Loans shall
not include:
(1) nonaccruals (which term shall include loans in which the
collateral securing same has been repossessed or in which
collection efforts have been instituted or claim and delivery
or foreclosure proceedings have been filed)-,
(2) loans 90 calendar days or more past due or otherwise in
default;
(3) loans upon which insurance has been force-placed;
(4) credit card loans;
(5) loans in connection with which the borrower has filed a
petition for relief under the United States Bankruptcy Code
prior to the Effective Time;
(6) loans identified by Purchasers in writing within 45 calendar
days after the Effective Time as not being purchased because
of failure to meet generally applicable credit or
documentation standards of Purchasers; or
(7) servicing rights in connection with residential real estate
related loans.
(c) Sellers and Purchasers agree that Purchasers will become the
beneficiary of credit life insurance written on direct consumer
installment loans and coverage will continue to be the obligation of
the current insurer after the Effective Time and for the duration of
such insurance as provided under the terms of the policy or
certificate. If Purchasers become the beneficiary of credit life
insurance written on direct consumer installment loans, Sellers and
Purchasers agree to cooperate in good faith to develop a mutually
satisfactory method by which the current insurer will make rebate
payments to and satisfy claims of the holders of such certificates of
insurance after the Effective Time. After the Effective Time, Sellers
will promptly deliver to Purchasers the proceeds of any credit life
insurance relating to Loans inadvertently received by it. The parties'
obligations in this section are subject to any restrictions contained
in existing insurance contracts as well as applicable laws and
regulations.
(d) In connection with the transfer of any loans requiring notice to the
borrower and the servicer, Purchasers and Sellers will comply with all
notice and reporting requirements of the loan documents or of any law
or regulation.
(e) All Loans will be transferred without recourse and without any
warranties or representations as to their collectibility or the
creditworthiness of any of the obligors of such Loans.
(f) Purchasers will at their expense issue new coupon books or other forms
of payment identification for payment of Loans for which Sellers
provide coupon books with instructions to utilize Purchasers coupons or
forms and to destroy coupons furnished by Sellers.
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(g) For a period of 90 calendar days after the Effective Time, Sellers will
forward to Purchasers loan payments received by Sellers. Purchasers
shall reimburse Sellers for checks returned on payments forwarded to
Purchasers.
(h) As of the Effective Time, Sellers shall transfer and assign all files,
documents and records related to the Loans to Purchasers, including
such information held in electronic form, and Purchasers will be
responsible for maintaining and safeguarding all such materials in
accordance with applicable law and sound banking practices.
(i) If the balance due on any Loan purchased pursuant to this Section 2.4
has been reduced by Sellers as a result of a payment by check received
prior to the Effective Time, which item is returned after the Effective
Time, the asset value represented by the Loan transferred shall be
correspondingly increased and an amount in cash equal to such increase
shall be paid by Purchasers to Sellers promptly upon demand.
(j) Sellers shall grant to Purchasers as of the Effective Time a limited
power of attorney, in substantially the form attached hereto as EXHIBIT
2.4(j) (the "Power of Attorney").
(k) Barnett and its subsidiaries have previously contributed a 100%
participation interest in certain 1-4 family residential Loans (the
"REIT Loans") to Barnett Real Estate Management, Inc. (the "REIT"). By
the Closing Date, Sellers will take appropriate action to have the REIT
cause such participations to be included in the Loans transferred
hereunder.
Section 2.5. Safe Deposit Business.
- ------------ ----------------------
(a) As of the Effective Time, Purchasers will assume and discharge Sellers
obligations with respect to the safe deposit box business at the
Banking Centers in accordance with the terms and conditions of
contracts or rental agreements related to such business, and Purchasers
will maintain all facilities necessary for the use of such safe deposit
boxes by persons entitled to use them.
(b) As of the Effective Time, Sellers shall transfer and assign the records
related to such safe deposit box business to Purchasers, and Purchasers
shall maintain and safeguard all such records and be responsible for
granting access to and protecting the contents of safe deposit boxes at
the Banking Centers.
(c) Safe deposit box rental payments collected by Sellers before the
Effective Time shall be prorated.
Section 2.6. Employee Matters.
- ------------ -----------------
(a) Purchasers will offer employment to all employees actively employed by
Sellers at the Banking Centers as of the Effective Time (the
"Employees"), subject to Purchasers' normal screening process,
including drug testing, finger printing and interviews.
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(i) The base salary for each Employee hired by Purchasers shall
not be less than the base salary provided by Sellers
immediately prior to the Effective Time, subject to changes
due to employment classification.
(ii) With respect to Purchasers' qualified plans, the Employees
will be treated as new hires; however, Employees who
immediately become employees of Purchasers will immediately
participate in welfare benefit plans maintained by Purchasers
without regard to pre-existing conditions or waiting periods.
Employees will be required to satisfy the deductible and
employee payments (if any) required by Purchasers' plans.
Employees shall receive full credit for prior service with
Sellers for purposes of determining their participation and
benefit accrual under Purchasers' vacation and sick leave
policies.
(iii) Employees who immediately become employees of Purchasers will
be eligible for severance benefits consistent with the
Huntington Transitional Pay Plan; all service with the Sellers
shall be taken into account in determining benefits under the
Huntington Transitional Pay Plan. Purchasers shall not be
responsible or liable for any benefits accrued under the
pension or welfare plans of Sellers.
(iv) Employees who are not employed by Purchasers will have no
rights to continuation coverage under Purchasers' group
medical insurance plan, and their continuation rights, if any,
will be with Sellers' group medical insurance plans.
Until December 31, 1998, the amount of severance benefits paid
Employees shall at least be equal to the Barnett Severance Benefits
shown on Exhibit 2.6(a). In the event the severance benefits actually
paid to an Employee under this Section 2.6(a) as a result of
termination of employment prior to December 31, 1998 exceed the
benefits otherwise payable under the Huntington Transitional Pay Plan
then in effect, then NationsBank will promptly reimburse the Purchasers
for the amount of such excess.
(b) After the execution of this Agreement, Sellers will continue their
normal employment practices in staffing the Banking Centers; however,
Sellers make no representations or warranties about whether any of the
Employees who become employees of Purchasers will remain employed at
the Banking Centers after the Effective Time. Sellers will use their
best efforts to: (i) maintain the Employees as employees of Sellers at
the Banking Centers until the Effective Time, (ii) refrain from
dissuading any Employee from accepting an offer of employment with
Purchasers or (iii) refrain from recruiting employees for alternate
positions with Sellers. Sellers shall affirmatively advise Banking
Center Employees that their current positions will terminate as of the
Effective Time. Any Employee whose employment shall be terminated for
any reason prior to the Effective Time shall be dealt with by Sellers
in their sole and absolute discretion. Any Employee who, for any
reason, does not receive an offer of employment from Purchasers or
elects not to accept such offer of employment shall be deemed to be
part of Sellers' pool of unassigned employees and may, after the
Effective Time, be assigned to any openings in sellers' banking system.
Sellers agree that, for a period of 24
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months after the Closing, they will not solicit for employment any
Employee who remains employed by Purchasers.
(c) After the execution of this Agreement and subject to any legal
restrictions, Sellers shall permit Purchasers, at reasonable times and
upon reasonable notice, to examine and inspect Sellers' records
relating to Employees.
Section 2.7. Records and Data Processing, etc.
(a) As of the Effective Time, Purchasers shall become responsible for
maintaining the files, documents and records referred to in this
Agreement. Purchasers will preserve and safekeep them as required by
applicable law and sound banking practice for the joint benefit of
Sellers and Purchasers. After the Effective Time, Purchasers will
permit Sellers and their representatives, for reasonable cause, at
reasonable times and upon reasonable notice, to examine, inspect, copy
and reproduce any such files, documents or records as Sellers deem
reasonably necessary and to have similar access to such records and
Sellers' former employees for purposes of preparation of records and
reports (including regulatory and tax reports and returns) and as
Sellers require in connection with third party litigation.
(b) As of the Effective Time, Sellers will permit Purchasers and their
representatives, for reasonable cause, at reasonable times and upon
reasonable notice, to examine, inspect, copy and reproduce files,
documents or records retained by Sellers regarding the assets and
liabilities transferred under this Agreement as Purchasers deem
reasonably necessary.
(c) For a period of 180 days after the Effective Time, the party providing
copies of records shall do so without charge; thereafter it may charge
its customary rate for such copies.
(d) It is understood that certain of Sellers' records, including
certificates of deposit, may be available only in electronic form or in
the form of photocopies, film copies or other nonoriginal and non-paper
media.
(e) Prior to the Closing, Sellers will make reasonable efforts to identify
and to disclose to Purchasers any additional relationships with Deposit
customers, including those Excluded Assets identified under Section 2.1
(b)(6); such information will be maintained in confidence by Purchasers
and not transferred to any third parties.
(f) After the execution of this Agreement, Sellers will work with
Purchasers to prepare mutually satisfactory Schedules of Assets and
contracts to be sold hereunder.
Section 2.8. Security.
- ------------ ---------
As of the Effective Time, Purchasers shall be solely responsible for the
security of and insurance on all persons and property located in or about the
Banking Centers.
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Section 2.9. Taxes and Fees Proration of Certain Expenses.
- ------------ ---------------------------------------------
Purchasers shall not be responsible for, or have any liability with respect to,
taxes on any income to Sellers arising out of this transaction. Purchasers shall
not be responsible for any income tax liability of Sellers arising from the
business or operations of the Banking Centers before the Effective Time, and
Sellers shall not be responsible for any tax liabilities of Purchasers arising
from the business or operations of the Banking Centers after the Effective Time.
Utility payments, telephone charges, real property taxes, personal property
taxes, rent, salaries, deposit insurance premiums or assessments, maintenance
items, other ordinary operating expenses of the Banking Centers and other
expenses related to the liabilities assumed or assets purchased hereunder shall
be prorated between the parties as of the Effective Time. To the extent any such
item has been prepaid by Sellers for a period extending beyond the Effective
Time, there shall be a proportionate monetary adjustment in favor of Sellers.
Purchasers shall be responsible for the payment of any non-delinquent
assessments. Real estate taxes shall be pro-rated based upon the maximum
allowable discount and other applicable exemptions. Until December 15, 1998
Purchasers may elect to reprorate real estate taxes based upon 1998 rates and
valuations; thereafter there shall be no reproration of real estate taxes.
Sellers and Purchasers shall each be responsible for their own costs with
respect to the preparation and filing of any tax returns, as were as the
preparation, review and analysis of the allocation statements and any forms or
statements prepared in connection with the allocation of the final purchase
price.
Section 2.10. Real Property.
- ------------- --------------
(a) Title Matters.
--------------
(i) Sellers agree to deliver to Purchasers as soon as reasonably
possible upon Purchasers' request copies of all title
information in possession of Sellers, including, but not
limited to, title insurance policies, attorneys' opinions on
title, surveys, covenants, deeds and easements relating to the
Real Property and the leased Banking Center locations. Such
delivery shall constitute no warranty by Sellers as to the
accuracy or completeness thereof or that Purchasers is
entitled to rely thereon.
(ii) Purchasers agree to notify Sellers, in writing within 120
calendar days after the date of this Agreement (and 20 days
after the identification of any alternate or substitute
Banking Centers), of any mortgages, pledges, material liens,
encumbrances, reservations, tenancies, encroachments, overlaps
or other title exceptions, survey objections, or zoning or
similar land use violations (excluding legal but nonconforming
uses) or material engineering or structural problems related
to the Real Property and the leased Banking Center locations
to which Purchasers reasonably objects (the "Title Defects").
If Purchasers do not notify Sellers of Title Defects within
such time periods, Purchasers shall be deemed to have waived
their rights under this Section 2.10. Purchasers agree that
Title Defects shall not include real property taxes not yet
due and payable or easements, restrictions, tenancies, survey
matters or other title matters, and rights of way which do not
materially interfere with the use of the Real Properly or the
leased Banking Center locations as such facilities are
currently utilized. During the applicable 120- or 20-day
period, Sellers shall make a
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good faith effort to correct any such Title Defect to
Purchasers' reasonable satisfaction; provided, however, that
Sellers shall not be obligated to bring any lawsuit or make
any payments of money (except to pay liens that Sellers do not
dispute in good faith) to cure a Title Defect. If Seller s are
unable or unwilling to cure any such Title Defects to
Purchaser& reasonable satisfaction, Purchasers shall have the
option either to terminate this Agreement (upon written notice
to Sellers) with respect to the Banking Center, at which the
Real Property or the leased Banking Center locations having
such Title Defects is located or to receive title in its then
existing condition. Upon termination of this Agreement with
respect to a particular tract of property pursuant to this
Section 2.10, no party shall have any further liability to the
other party under this Agreement with respect to such parcel
of Real Property or the leased Banking Center locations (or
the other Assets or Deposit Liabilities associated with that
facility) and the purchase price shall be adjusted
accordingly.
(iii) Purchasers shall have the right to update title matters up to
10 business days prior to Closing for any changes which may
have arisen between the date of Purchasers' original title
search and the Closing Date. If such update indicates that any
Title Defects have been placed of record since the date of
Purchasers' original title search, and Purchasers reasonably
object thereto in writing, then Sellers shall make a good
faith effort to cure any such Title Defect to Purchasers'
reasonable satisfaction; provided that Seller s shall not be
obligated to bring any lawsuit or make any payments of money
(except to pay liens that Sellers do not dispute in good
faith) to cure a Title Defect. If Sellers are unable or
unwilling to cure any such Title Defect, Purchasers shall have
the option to receive title in the then existing condition or
to enter into the lease of that Banking Center described in
Section 2.10(a)(iv).
(iv) In the event Purchasers notify Sellers of their intent under
this Section 2.10(a) to terminate this Agreement with respect
to any Banking Center due to an unacceptable Title Defect,
Sellers may elect to either sublease or lease the Banking
Center to Purchasers at existing market rates for a term of 10
years (in which event Purchasers will have no right to
terminate the Agreement with respect to that particular
Banking Center) or to designate and substitute an alternate
Banking Center. The parties agree that, if they cannot agree
upon a rent to be payable for any such Banking Center to be
leased to Purchasers under this provision, the "market rate"
shall be determined by an appraisal to be conducted by an
appraiser acceptable to both parties, with the cost of such
appraisal to be shared equally by both parties.
(b) Environmental Matters.
----------------------
(i) Sellers agree to deliver to Purchasers as soon as reasonably
possible upon Purchasers' request copies of all environmental
studies, reports and audits in Sellers possession related to
the Banking Centers.
(ii) Purchasers shall have the right, but not the obligation, at
their sole cost and expense, to cause such investigations and
tests to be made as they deem necessary to determine
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whether there has been any soil, surface water, groundwater,
or building space contamination on or under the Real Property
and the leased Banking Center locations. Sellers shall provide
reasonable assistance to Purchasers and/or their agents or
contractors in their evaluation and testing of the Real
Property and the leased Banking Center locations and Sellers
shall provide Purchasers and/or their agents or contractors
access to pertinent records and documents. Sellers authorize
Purchasers and/or their agents or contractors to contact
governmental agencies regarding the environmental status of
the Real Property and the leased Banking Center locations.
Purchasers shall report the results of any such investigations
or tests to Sellers no later than 120 days after the date of
this Agreement (or, in the case of the description of an
alternate or substitute site, 20 days after such designation);
provided, however, that without the prior written consent of
Sellers, which consent will not unreasonably be withheld, and
execution of a satisfactory property access agreement,
Purchasers shall not conduct subsurface testing, any ground
water monitoring or install any test well or undertake any
other investigation which requires a permit or license from,
or the reporting of the investigation or the results thereof
to, a local or state environmental regulatory authority or the
United States Environmental Protection Agency. If Purchasers
object to any material adverse environmental condition which
impacts the Banking Center, Sellers shall have the right, but
not the obligation, to cure any such material adverse
environmental condition which is discovered by Purchasers'
investigation. If at the end of the applicable 120- or 20-day
period, Sellers are unable or unwilling to cure such problem,
Purchasers shall have the option to accept the premises in the
then existing condition or to terminate the Agreement with
respect to that particular Banking Center affected by the
environmental problem, in which event neither party shall have
any liability to the other party with respect to such Banking
Center.
(iii) In the event Purchasers notify Sellers of their intent under
this Section 2.10(b) to terminate this Agreement with respect
to any Banking Center due to an environmental problem, Sellers
may elect to either lease the Banking Center to Purchasers at
existing market rates for a term of 10 years (in which event
Purchasers will have no right to terminate the Agreement with
respect to that particular Banking Center) or to designate and
substitute an alternate Banking Center. The parties agree
that, if they cannot agree upon a rent to be payable for any
such Banking Center to be leased to Purchasers under this
provision, the "market rate" shall be determined by an
appraisal to be conducted by an appraiser acceptable to both
parties, with the cost of such appraisal to be shared equally
by both parties.
(c) Sellers have filed an application for approval of the Barnett
Transaction with the Board of Governors of the Federal Reserve System.
The delivery of that approval to the Sellers will be deemed to finalize
the fist of Banking Centers to be transfer-red under the terms of this
Agreement and thereafter neither party will have the unilateral right
to terminate this Agreement with respect to any Banking Center. The
right to elect a lease (in lieu of purchase) of a Banking Center under
Sections 2.10(a)(iv) and 2.10((b)(iii)) will continue until 10 business
days prior to Closing, at which time such right will lapse.
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ARTICLE III
-----------
CLOSING AND EFFECTIVE TIME
--------------------------
Section 3.1. Effective Time.
- ------------ ---------------
The purchase of assets and assumption of liabilities provided for in this
Agreement shall occur at a closing (the "Closing") to be held at the offices of
Sellers in Charlotte, North Carolina at 10:00 a.m. local time or at such other
time and place as the parties shall mutually agree, on a date to be mutually
agreed upon between the parties, which date shall be after the closing of the
Barnett Transaction and after the receipt of all approvals by regulatory
agencies and after all statutory waiting periods have expired and no later than
June 30, 1998. The effective time (the "Effective Time") shall be 5:00 p.m.,
local time, on the day on which the Closing occurs (the "Closing Date").
Section 3.2. Closing.
- ------------ --------
(a) All actions taken and documents delivered at the Closing shall be
deemed to have been taken and executed simultaneously, and no action
shall be deemed taken nor any document delivered until all have been
taken and delivered.
(b) At the Closing, subject to all the terms and conditions of this
Agreement, Sellers shall execute and deliver to Purchasers or, in the
case of subsections (b), (6), (7), (8) and (10), make reasonably
available to Purchasers:
(1) Special warranty deeds in recordable form executed by the
appropriate Seller transferring Seller's interest in and to
each parcel of Real Property to Purchasers in substantially
the form attached hereto as EXHIBIT 3.2(b)(1);
(2) A Bill of Sale, in substantially the form attached hereto as
EXHIBIT 3.2(b)(2) (the "Bill of Sale"), transferring to
Purchasers all of Sellers interest in the Personal Property
and in the Loans;
(3) An Assignment and Assumption Agreement, in substantially the
form attached hereto as EXHIBIT 3.2(b)(3) (the "Assignment and
Assumption Agreement"), assigning Sellers' interest in the
Equipment Leases, the Tenant Leases, the Safe Deposit
Contracts, and the Deposit Liabilities;
(4) An Assignment and Assumption of Lease, in substantially the
form attached hereto as EXHIBIT 3.2(b)(4) (the "Assignment and
Assumption of Lease"), assigning Sellers' interest in the Real
Property Leases;
(5) Consents from third persons that are required to effect the
assignments set forth in the Assignment and Assumption
Agreement, and in the Assignment and Assumption of Leases;
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(6) Sellers' keys to the safe deposit boxes and Sellers' records
related to the safe deposit box business at the Banking
Centers;
(7) Sellers' files and records related to the Loans;
(8) Sellers' records related to the Deposit Liabilities assumed by
Purchasers;
(9) Immediately available funds in the net amount shown as owing
to Purchasers by Sellers on the Closing Statement, if any;
(10) The Coins and Currency;
(11) Such of the other assets to be purchased as shall be capable
of physical delivery;
(12) A certificate of a proper officer of each Seller, dated as of
the date of Closing, certifying to the fulfillment of all
conditions which are the obligation of that Seller and that
all of the representations and warranties of such Seller set
forth in this Agreement remain true and correct in all
material respects as of Effective Time;
(13) Copies of (A) the charters and bylaws of Seller s and (B) a
resolution of the Boards of Directors of Seller s, or the
Executive Committees of Sellers, approving the sales
contemplated herein;
(14) Such certificates and other documents as Huntington and its
counsel may reasonably require to evidence the receipt by
Sellers of all necessary regulatory authorizations and
approvals for the consummation of the transactions provided
for in this Agreement;
(15) A Closing Statement using amounts shown on the Pre-Closing
Balance Sheet, substantially in the form attached hereto as
Exhibit 3.2(b)(15) (the "Closing Statement");
(16) An affidavit of Sellers certifying that Sellers are not
"foreign persons" as defined in the federal Foreign Investment
in Real Property Tax Act of 1980;
(17) The Power of Attorney;
(18) Lease agreements for any Banking Centers to be leased to the
Purchasers under the provisions of Sections 2.10;
(19) At the Purchasers' request, title insurance affidavits in the
form of Exhibit 3.2(b)(19); and
(20) Such certificates and other documents as Huntington and its
counsel may reasonably require to evidence receipt by Sellers
of all necessary regulatory authorizations and approvals for
the consummation of the transactions provided for in this
Agreement.
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It is understood that the items listed in subsections (b)(6)
and (b)(10) shall be transferred after the Banking Centers
have closed for business on the Closing Date and that the
records listed in subsections (b)(7) and (b)(8) will be
transferred as soon as possible after the Closing, but in no
event more than 30 days after the Closing.
(c) At the Closing subject to all the terms and conditions of this
Agreement, Purchasers shall execute and deliver to Sellers:
(1) The Assignment and Assumption Agreement;
(2) The Assignment and Assumption of Lease;
(3) A certificate and receipt acknowledging the delivery and
receipt of possession of the Assets and records referred to in
this Agreement;
(4) Immediately available funds in the net amount shown as owing
to Sellers by Purchasers on the Closing Statement, if any;
(5) A certificate of a proper officer of Huntington, dated as of
the Date of Closing, certifying to the fulfillment of all
conditions which are the obligation of Purchasers and that all
of the representations and warranties of Purchasers set forth
in this Agreement remain true and correct in all material
respects as of the Effective Time;
(6) Copies of (A) the charters and bylaws of Purchasers and (B) a
resolution of the Boards of Directors, or the Executive
Committees, of Purchasers approving the purchases contemplated
herein; and
(7) Such certificates and other documents as NationsBank and its
counsel may reasonably require to evidence the receipt by
Purchasers of all necessary regulatory authorizations and
approvals for the consummation of the transactions provided
for in this Agreement.
(d) All instruments, agreements and certificates described in this Section
3.2 shall be in form and substance reasonably satisfactory to the
parties' respective legal counsel.
Section 3.3. Post Closing Adjustments.
- ------------ -------------------------
(a) Not later than 60 business days after the Effective Time (the
"Post-Closing Balance Sheet Delivery Date"), NationsBank shall deliver
to Huntington a balance sheet dated as of the Effective Time and
prepared in accordance with generally accepted accounting principles
consistently applied reflecting the assets sold and assigned and the
liabilities transferred and assumed hereunder (the "Post-Closing
Balance Sheet") together with a copy of NationsBank's calculation of
the adjusted purchase price and amounts payable thereunder.
Additionally, NationsBank shall deliver to Huntington a list of Loans
purchased, individually identified by account number. NationsBank shall
afford Huntington and its accountants and attorneys the opportunity to
review all work papers and documentation used by NationsBank in
preparing the Post-Closing Balance Sheet.
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Within 15 business days following the Post-Closing Balance Sheet
Delivery Date (the "Adjustment Payment Date"), NationsBank and
Huntington shall meet at the offices of NationsBank in Charlotte, North
Carolina or such other location as may be mutually agreed, to effect
the transfer of any funds as may be necessary to reflect changes in
such assets and liabilities between the Pre-Closing Balance Sheet and
the Post-Closing Balance Sheet and resulting changes in the purchase
price, together with interest thereon computed from the Effective Time
to the Adjustment Payment Date at the applicable Federal Funds Rate (as
hereinafter defined).
(b) In the event that a dispute arises as to the appropriate amounts to be
paid to either party on the Adjustment Payment Date, each party shall
pay to the other on such Adjustment Payment Date all amounts other than
those as to which a dispute exists. Any disputed amounts retained by a
party which are later found to be due to the other party shall be paid
to such other party promptly upon resolution with interest thereon from
the Effective Time to the date paid at the applicable Federal Funds
Rate.
(c) The Federal Funds Rate shall be the mean of the high and low rates
quoted for Federal Funds in the Money Rates Column of The Wall Street
Journal adjusted as such mean may increase or decrease during the
period between the Effective Time and the date paid.
ARTICLE IV
----------
INDEMNIFICATION
---------------
Section 4.1. NationsBank's Indemnification of Huntington.
- ------------ --------------------------------------------
(a) Subject to any limitations in Sections 4.1 (b) and 5.7(e) or otherwise
contained in this Agreement, NationsBank shall indemnify, hold harmless
and defend Huntington from and against (i) any breach by Sellers of any
representation or warranty contained herein, (h) claims or liabilities
relating to any Title Defect or environmental contamination existing
prior to the Effective Time in any Banking Center leased to the
Purchasers under the provisions of Section 2.10(a)(iv) and Section
2.10(b)(iii), and (iii) all claims, losses, liabilities, demands and
obligations, including reasonable attorneys' fees and expenses, arising
out of any actions, suits or proceedings commenced prior to the
Effective Time (other than proceedings to prevent or limit the
consummation of this transaction) relating to Sellers' operations at
the Banking Centers; and, except as otherwise provided in this
Agreement, NationsBank shall further indemnify, hold harmless and
defend Huntington from and against all claims, losses, liabilities,
demands and obligations, including reasonable attorneys' fees and
expenses, real estate taxes, intangibles and franchise taxes, sales and
use taxes, social security and unemployment taxes, all accounts payable
and operating expenses (including salaries, rents and utility charges)
incurred by Sellers prior to the Effective Time and which are claimed
or demanded on or after the Effective Time, or which arise out of any
actions, suits or proceedings commenced on or after the Effective Time
and which relate to Sellers' operations or transactions at the Banking
Centers prior to the Effective Time.
(b) The Purchasers' sole remedy for a breach of the representations and
warranties contained in Section 5.12 shall be to require the Sellers to
purchase any Loans which they in good faith deem to breach such
representation and warranty (a "Purchase Right"). The Purchase Right
can be
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exercised only for a period ending on the earlier of 60 days after
discovery of such breach or 24 months after the Closing Date.
Alternatively, the parties may agree to extend that exercise period
with respect to a particular Loan or group of Loans and permit
Purchasers to continue their customary processing and collection
efforts with respect to such Loans.
Section 4.2. Huntington's Indemnification of NationsBank.
- ------------ --------------------------------------------
Huntington shall indemnify, hold harmless and defend NationsBank from and
against any breach by Huntington of any representation or warranty contained
herein and all claims, losses, liabilities, demands and obligations, including
reasonable attorneys' fees and expenses, real estate taxes, intangibles and
franchise taxes, sales and use taxes, social security and unemployment taxes,
all accounts payable and operating expenses (including salaries, rents and
utility charges), which NationsBank may receive, suffer or incur in connection
with operations and transactions occurring after the Effective Time and which
involve the Banking Centers, the Transferred Assets or the liabilities assumed
pursuant to this Agreement.
Section 4.3. Claims for Indemnity.
- ------------ ---------------------
(a) A claim for indemnity under Sections 4.1 or 4.2 of this Agreement may
be made by the claiming party at any time prior to (i) 120 months after
the Effective Time in case of a claim under Section 4.1(a)(ii) and (ii)
24 months after the Effective Time for all other items by the giving of
written notice thereof to the other party. Such written notice shall
set forth in reasonable detail the basis upon which such claim for
indemnity is made. In the event that any such claim is made within the
prescribed period, the indemnity relating to such claim shall survive
until such claim is resolved. Claims not made within such period shall
cease and no indemnity shall be made therefor.
(b) In the event that any person or entity not a party to this Agreement
shall make any demand or claim or file or threaten to file any lawsuit,
which demand, claim or lawsuit may result in any liability, damage or
loss to one party hereto of the kind for which such party is entitled
to indemnification pursuant to Section 4.1 or 4.2 hereof, then, after
written notice is provided by the indemnified party to the indemnifying
party of such demand, claim or lawsuit, the indemnifying party shall
have the option, at its cost and expense, to retain counsel for the
indemnified party to defend any such demand, claim or lawsuit. In the
event that the indemnifying party shall fail to respond within five
calendar days after receipt of such notice of any such demand, claim or
lawsuit, then the indemnified party shall retain counsel and conduct
the defense of such demand, claim or lawsuit as it may in its
discretion deem proper, at the cost and expense of the indemnifying
party. In effecting the settlement of any such demand, claim or
lawsuit, an indemnified party shall act in good faith, shall consult
with the indemnifying party and shall enter into only such settlement
as the indemnifying party shall approve (the indemnifying party's
approval will be implied if it does not respond within ten calendar
days of its receipt of the notice of such settlement offer).
Section 4.4. Limitations on Indemnification.
- ------------ -------------------------------
Notwithstanding anything to the contrary contained in this Article IV, no
indemnification shall be required to be made by either party until the aggregate
amount of all such claims by a party exceeds $100,000. Once such aggregate
amount exceeds $100,000, such party shall thereupon be entitled to
indemnification
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for all amounts in excess of such $100,000. IN ADDITION, THE PARTIES SHALL HAVE
NO OBLIGATIONS UNDER THIS ARTICLE IV FOR ANY CONSEQUENTIAL LIABILITY, DAMAGE OR
LOSS THE INDEMNIFIED PARTY MAY SUFFER AS THE RESULT OF ANY DEMAND, CLAIM OR
LAWSUIT.
ARTICLE V
---------
REPRESENTATIONS AND WARRANTIES OF SELLERS
-----------------------------------------
NationsBank hereby represents and warrants to Huntington on behalf of itself and
its subsidiaries as follows, which representations and warranties shall survive
the Effective Time for a period of 24 months except Section 5.13 which shall not
survive the Effective Time or as otherwise specifically herein provided:
Section 5.1. Corporate Organization.
- ------------ -----------------------
NationsBank is a bank holding company duly organized, validly existing and in
good standing under the laws of the state of North Carolina. NationsBank has the
corporate power and authority to carry on its business as currently conducted
and to effect the transactions contemplated herein.
Section 5.2. No Violation.
- ------------ -------------
The Banking Centers have been operated in all material respects in accordance
with applicable laws, rules and regulations. Neither the execution and delivery
of this Agreement, nor the consummation of the transactions contemplated herein,
will violate or conflict with (a) Sellers charter or bylaws; (b) any material
provision of any material agreement or any other material restriction of any
kind to which Sellers are a party or by which Sellers are bound; (c) any
material statute, law, decree, regulation or order of any governmental
authority; or (d) any material provision which will result in a default under,
or which cause the acceleration of the maturity of any material obligation or
loan to which Sellers are a party.
Section 5.3. Corporate Authority.
- ------------ --------------------
Prior to Closing, the consummation of the transactions contemplated herein will
have been duly authorized by the Board of Directors or the Executive Committee
of each corporate entity conveying assets or liabilities to Purchasers under
this Agreement. No further corporate authorization is necessary for Sellers to
consummate the transactions contemplated hereunder.
Section 5.4. Enforceable Agreement.
- ------------ ----------------------
This Agreement has been duly executed and delivered by NationsBank and is the
legal, valid and binding agreement of NationsBank, enforceable in accordance
with its terms.
Section 5.5. No Brokers.
- ------------ -----------
AU negotiations relative to this Agreement and the transactions contemplated
hereby have been carried on by NationsBank and Huntington, and there has been no
participation or intervention by any other person, firm or corporation employed
or engaged by or on behalf of Sellers in such a manner as to give rise to any
valid claim against Sellers or Purchasers for a brokerage commission, finder's
fee or like commission.
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Section 5.6. Personal Property.
- ------------ ------------------
Sellers own, and will convey to Purchasers at the Closing, all of Sellers'
right, title and interest to all of the Personal Property free and clear of any
mortgages, liens, security interests or pledges. Such items are in generally
good working order other than items that are not material or items that do not,
in the aggregate, exceed $25,000 in value.
Section 5.7. Real Property and the Leased Banking Centers.
- ------------ ---------------------------------------------
Sellers make the following additional representations regarding the Real
Property and the leased Banking Center locations:
(a) Except as specifically set forth herein or disclosed to Purchasers
within 30 days of the identification of the properties set out on
EXHIBITS 1.1(b) and 1.3, Sellers have no knowledge of any condemnation
proceedings pending against the Real Property and the leased Banking
Center locations.
(b) Except as specifically set forth herein or disclosed to Purchasers in
writing within 30 days after the identification of the properties set
out on EXHIBITS 1.1(b) and 1.3, Sellers have not entered into any
agreement regarding the Real Property and the leased Banking Center
locations, and to Seller's knowledge the Real Property and the leased
Banking Center locations are not subject to any claim, demand, suit,
hen, proceeding or litigation of any kind, pending or outstanding,
which would materially affect or limit Purchaser's use and enjoyment of
the Real Property and the leased Banking Center locations or which
would materially &fit or restrict Sellers' right or ability to enter
into this Agreement and consummate the sale and purchase contemplated
hereby.
(c) To Sellers knowledge: (i) no fact or condition exists which would
result in the permanent termination or material impairment of access to
the Real Property and the leased Banking Center locations from
adjoining public streets or highways or in the permanent discontinuance
of necessary utilities services to the Real Property and the leased
Banking Center locations or (ii) all sanitation, plumbing, refuse
disposal and similar facilities servicing the Banking Centers are in
material compliance with applicable governmental regulations.
(d) To Sellers' knowledge, there are no unpaid assessments in connection
with the Real Property and the leased Banking Center locations.
(e) Until the Closing, Purchasers' sole remedy for a breach of the
representations and warranties in this Section 5.7 shall be as provided
in Section 2.10(a).
Section 5.8. Condition of Property.
- ------------ ----------------------
Except as may be otherwise specifically set forth in this Agreement, the Real
Property and the leased Banking Center locations and Personal Property to be
purchased by Purchasers hereunder are sold as is, where is, with no warranties
or representations whatsoever, except as may be expressly represented or
warranted in this Agreement.
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Section 5.9. Ratios.
- ------------ -------
At the date of this Agreement the aggregate principal amount of Loans is at
least equal to 60% of the aggregate amount of Deposits.
Section 5.10. Employees.
- ------------- ----------
No Employee located in any of the Banking Centers is a party to any collective
bargaining, employment, severance, termination, or change of control agreement
or represented by a labor organization of any type other than Sellers'
established terms of employment and severance policies. Sellers are unaware of
any efforts during the past three years to unionize or organize the employees of
any of the Banking Centers.
Section 5.11. Assumed Contracts.
- ------------- ------------------
Each third party contract assumed is valid and subsisting in full force and
effect and Sellers have performed in all material respects, all obligations
required to be performed thereunder; each lease is valid and subsisting in full
force and effect and Sellers have performed in all material respects all
obligations required to be performed thereunder and no condition exists which
constitutes or, with notice, or lapse of time, would constitute a material
default.
Section 5.12. Loans.
- ------------- ------
(a) Each Loan was made in the ordinary course of business, has been
properly executed by the parties thereto, represents the valid, and
binding obligation of the obligor, enforceable by the holder thereof in
accordance with its terms, is free from any material defenses, contains
customary enforcement provisions such that the rights and remedies of
the holder thereof are adequate for enforcement of the Loans, and,
unless approved by Sellers and documented in their files, no material
provision of a Loan has been waived.
(b) Each Loan (such term to include, for purposes of this paragraph, the
principal documents relating in any way to such Loans, including notes,
mortgages, security instruments and guarantees) complies in all
material respects with all requirements of applicable Federal, state,
and local laws and regulations.
(c) Each Loan that is secured by collateral is secured by a perfected
mortgage or security interest in the collateral in favor of Sellers as
mortgagee or secured party. No collateral has been released from the
hen granted to Sellers, unless approved by Sellers and documented in
their files.
(d) No selection procedures believed to be adverse to Purchasers have been
utilized by Sellers in selecting the Loans.
(e) Purchasers' sole remedy for a breach of the representations and
warranties in this Section 5.12 shall be as provided in Section 4.1(b).
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Section 5.13. Environmental Matters.
- ------------- ----------------------
Except as previously disclosed to Purchasers in writing, to the actual knowledge
of the Executive Officers of Sellers and without any investigation by such
Executive Officers: (a) each Banking Center is, in all material respects, in
compliance with all applicable Federal, state, local, or municipal statutes,
ordinance, laws, and regulations and all orders, rulings, or other decisions of
any court, administrative agency, or any other governmental authority relating
to the protection of the environment, (b) no Banking Center contains any
asbestos material; and (c) none of the Banking Centers has in the past contained
or presently contains any underground storage tanks.
Section 5.14. Deposit Liabilities.
- ------------- --------------------
The assignment of the Deposit Liabilities is consistent with Sellers'
proprietary transactional-based assignment system and no selection procedures
believed to be adverse to Purchasers have been utilized by Sellers in selecting
the Deposit Liabilities.
Section 5.15. Limitation of Representations and Warranties.
- ------------- ---------------------------------------------
Except as may be expressly represented or warranted in this Agreement, neither
NationsBank nor any other Seller makes any representation or warranty whatsoever
with regard to any asset being transferred to Huntington or any liability or
obligation being assumed by Huntington or as to any other matter or thing.
ARTICLE VI
----------
REPRESENTATIONS AND WARRANTIES OF PURCHASERS
--------------------------------------------
Huntington hereby represents and warrants to NationsBank as follows, which
representations and warranties shall survive the Effective Time for a period of
24 months except as otherwise specifically herein provided:
Section 6.1. Corporate Organization.
- ------------ -----------------------
Huntington is a corporation, duly organized, validly existing and in good
standing under the laws of state of Maryland. Huntington has the corporate power
and authority to carry on the business being acquired, to assume the liabilities
being transferred, and to effect the transactions contemplated herein.
Section 6.2. No Violation.
- ------------ -------------
Neither the execution and delivery of this Agreement, nor the consummation of
the transactions contemplated herein, will violate or conflict with (a) the
charter or bylaws of Purchasers; (b) any material provision of any material
agreement or any other material restriction of any kind to which Purchasers are
a party or by which Purchasers are bound; (c) any material statute, law, decree,
regulation or order of any governmental authority; or (d) any material provision
which will result in a default under, or cause the acceleration of the maturity
of, any material obligation or loan to which Purchasers are a party.
24
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Section 6.3. Corporate Authority.
- ------------ --------------------
Prior to the Closing, the consummation of the transactions contemplated herein
will have been duly authorized by the Board of Directors (or Executive
Committee) of each corporate entity assuming liabilities and purchasing assets
under this Agreement. No further corporate authorization on the part of
Purchasers is necessary to consummate the transactions contemplated hereunder.
Section 6.4. Enforceable Agreement.
- ------------ ----------------------
This Agreement has been duly executed and delivered by Huntington and is the
legal, valid and binding agreement of Huntington enforceable in accordance with
its terms.
Section 6.5. No Brokers.
- ------------ -----------
AN negotiations relative to this Agreement and the transactions contemplated
hereby have been carried on by NationsBank and Huntington, and there has been no
participation or intervention by any other person, firm or corporation employed
or engaged by or on behalf of Purchasers in such a manner as to give rise to any
valid claim against Seller or Purchasers for a brokerage commission, finder's
fee or like commission.
ARTICLE VII
-----------
OBLIGATIONS OF PARTIES PRIOR TO AND AFTER EFFECTIVE TIME
--------------------------------------------------------
Section 7.1. Full Access.
- ------------ ------------
Sellers shall afford to the officers and authorized representatives of
Huntington, upon prior notice and subject to NationsBank's normal security
requirements, access to the properties, books and records pertaining to the
Banking Centers specifically including but not limited to all books and records
relating to the Deposit Liabilities, the Loans, the Real Property, and the
Personal Property, and copies of the Real Estate Leases, the Tenant Leases, the
Equipment Leases, and the Software Leases in order that Purchasers may have full
opportunity to make reasonable investigations and to engage in operational
planning, at reasonable times without interfering with the normal business and
operations of the Banking Centers, or the affairs of NationsBank relating to the
Banking Centers. Sellers will cooperate with Purchasers to the extent reasonably
requested and legally permissible to provide Purchasers with information about
Employees and a means to meet with Employees. The officers of Sellers shall
furnish Huntington with two standard sets of such additional financial and
operating data and other information as to its business and properties at the
Banking Centers, or where otherwise located, as Huntington may, from time to
time, reasonably request and as shall be available, including without
limitation, information required for inclusion in all governmental applications
necessary to effect this transaction. Any additional copies of such information
shall be produced and provided at Huntington's expense. Nothing in this Section
7.1 shall require NationsBank to breach any obligation of confidentiality or to
reveal any proprietary information, trade secrets or marketing or strategic
plans. Records, including credit information relating to the Loans, will be made
available for review by Purchasers no later than 30 calendar days after the
execution of this Agreement. It is understood that certain of Sellers' records
may be available only in the form of photocopies, film copies or other
non-original and non-paper media.
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Section 7.2. Delivery of Magnetic Media Records.
- ------------ -----------------------------------
Sellers shall prepare or cause to be prepared at its expense and make available
to Purchasers at Sellers' data processing center or other reasonably convenient
location magnetic media records in Sellers field format as soon as possible and
in any event not later than 60 calendar days after the execution of this
Agreement and further shall make available to Purchasers such records updated
monthly and as of the Closing Date, which records shall contain the information
related to the items described in Subsections 3.2(b)(6), (b)(7) and (b)(8)
above. Such updated records shall be made available at such time after Closing
as agreed to by the parties. At its option, Sellers may provide such reports in
paper format instead of magnetic media format.
Section 7.3. Application for Approval.
- ------------ -------------------------
Within 30 calendar days following the execution of this Agreement, Purchasers
shall prepare and file applications required by law with the appropriate
regulatory authorities for approval to purchase and assume the aforesaid assets
and liabilities, to establish branches at the locations of the Banking Centers,
and to effect in all other respects the transactions contemplated herein. Such
applications should indicate the possibility of the acquisition of alternate or
substitute Banking Centers. Any amendments to such application to reflect
alternate or substitute Banking Centers shall be filed within 10 business days
after a Determination. Purchasers agree to process such applications in a
diligent manner and on a priority basis and to provide NationsBank promptly with
a copy of such applications as filed (except for any confidential portions
thereof) and all material notices, orders, opinions, correspondence and other
documents with respect thereto, and to use its best efforts to obtain all
necessary regulatory approvals. On the date hereof, Huntington knows of no
reason why such applications should not receive all such approvals. Purchasers
shall promptly notify NationsBank upon receipt by Purchasers of notification
that any application provided for hereunder has been accepted or denied. Sellers
shall provide such assistance and information to Purchasers as shall be
reasonably necessary for Purchasers to comply with the requirements of the
applicable regulatory authorities.
Section 7.4. Conduct of Business; Maintenance of Properties.
- ------------ -----------------------------------------------
From the date hereof until the Effective Time, NationsBank covenants that it
will cause Sellers to:
(a) Carry on, or cause to be carried on, the business of the Banking
Centers substantially in the same manner as on the date hereof, use all
reasonable efforts to preserve intact its current business organization
and preserve its business relationships with depositors, customers and
others having business relationships with it and whose accounts will be
retained at the Banking Centers; provided, however, that a Seller need
not, in its sole discretion, advertise or promote new or substantially
new customer services in the principal market area of the Banking
Centers;
(b) Cooperate with and assist Purchasers in assuming the orderly transition
of the business of the Banking Centers to Purchasers from Sellers; and
(c) Maintain the Real Property, the leased Banking Center locations and the
Personal Property in their current condition, ordinary wear and tear
excepted.
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Section 7.5. No Solicitation by Sellers.
- ------------ ---------------------------
After the execution of this Agreement, Sellers will take reasonable steps to
avoid causing Banking Center customers to transfer all or part of their Deposit
or Loan business from the Banking Centers and for a period of 24 months after
the Closing, Sellers will use their reasonable best efforts to avoid
specifically targeting and soliciting customers assigned to the Banking Centers
utilizing any customer or mailing list which consists primarily of such
customers; provided, however, these restrictions shall not restrict general mass
mailings, telemarketing calls, statement stuffers and other similar
communications directed to all the current customers of Sellers or Sellers'
affiliates, or to the public or newspaper, radio or television advertisements of
a general nature or otherwise prevent Sellers from taking such actions as may be
required to comply with any applicable federal or state laws, rules or
regulations. In addition, these restrictions shall not restrict (a) the
solicitation of (i) customers whose accounts are normally established or
maintained in offices other than the Banking Centers, (ii) any credit or debit
card customer of Sellers with regard to such card products, or (iii) any
customer which has an agreement for merchant services with Sellers or Sellers'
affiliates, including their venture partners (including Unified Merchant
Services) for merchant services; (b) the ability of Sellers to install, operate
and serve customers' needs through automated teller machines at any location; or
(c) the solicitation of customers whose accounts are excluded by either
Purchasers or Sellers from the transactions contemplated by this Agreement. The
obligations of the parties hereunder shall specifically survive the closing for
a period of 24 months.
In order to facilitate Sellers' compliance with the restrictions in this Section
7.5, Purchasers Will give prompt notice to Sellers of any mailing or other form
of marketing that it determines is not consistent with such restrictions.
Section 7.6. Further Actions.
- ------------ ----------------
The parties hereto shall execute and deliver such instruments and take such
other actions as the other party may reasonably require in order to carry out
the intent of this Agreement. Included in such actions shall be the execution
and delivery of additional powers of attorney and such other documents and
instruments as shall be prepared and reasonably requested by Purchasers to
transfer the Loans and all collateral related thereto. Such assistance will be
provided to the Purchasers without costs for Sellers' personnel for a period of
at least 12 months after the Closing Date.
Section 7.7. Fees and Expenses.
- ------------ ------------------
Subject to the provisions of Section 10.3, Purchasers shall be responsible for
the costs of all title examinations, surveys, environmental investigation costs,
their own attorneys' and accountants' fees and expenses, software license and
transfer fees, recording costs, transfer fees, sales and use and other transfer
taxes, regulatory applications and other expenses arising in connection
therewith as well as all costs and expenses associated with the transfer or
perfection of any security interests or liens securing Loans transferred
hereunder. Sellers and Purchasers shall split equally the costs of title
insurance premiums and documentary stamps and similar real estate transfer
charges. Sellers shall be responsible for their own
27
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attorneys' and accountants' fees and expenses related to this transaction.
Sellers shall make no charge to the Purchasers for Sellers' personnel assigned
to transition matters hereunder.
Section 7.8. Breaches with Third Parties.
- ------------ ----------------------------
If the assignment of any material claim, contract, license, lease, commitment,
sales order or purchase order (or any material claim or right or any benefit
arising thereunder) without the consent of a third party would constitute a
breach thereof or materially affect the rights of Purchasers or Sellers
thereunder, then such assignment is hereby made subject to such consent or
approval being obtained.
If such consent or approval is not received with respect to the acquisition of a
specific Banking Center lease, then that Banking Center will be excluded and
Sellers will designate, subject to Purchasers' reasonable approval and
regulatory approval, a substitute Banking Center.
Section 7.9. Operations.
- ------------ -----------
Notwithstanding the foregoing, between the date of this Agreement and the
Effective Time, and except as may be otherwise required by regulatory authority,
Sellers shall not, without the prior consent of Purchasers, which consent shall
not be unreasonably withheld:
(a) cause any Banking Center to engage or participate in any
material transaction or incur or sustain any obligation which
is material to its business, condition or operation;
(b) cause any Banking Center to transfer to Sellers' other
operations any material amount of Transferred Assets, except
for (i) supplies, if any, which have unique function in
Sellers' business and ordinarily would not be useful to
Purchasers, (ii) cash and other normal intrabank transfers
which may be transferred in the ordinary course of business in
accordance with normal banking practices and (iii) signs, or
those parts thereof, bearing Sellers name and/or logo;
(c) except in the ordinary course of business at the unsolicited
request of depositors (i) cause the Banking Centers to
transfer to Sellers' other operations any Deposits Liabilities
or (ii) cause any of Sellers' other operations to transfer to
the Banking Centers any Deposits Liabilities;
(d) invest in any fixed assets on behalf of any Banking Center and
for replacements of furniture, furnishing and equipment except
for normal maintenance and refurbishing purchased or made in
the ordinary course of business;
(e) enter into or amend any continuing contract (other than
Deposit Liabilities and Loans) relating to the Banking
Centers, which cannot be terminated without cause
and without payment of any amounts as a penalty, bonus,
premium or other compensation for termination, or which is not
made in the ordinary course of business;
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33
(f) undertake any actions which are inconsistent with a program to
use all reasonable efforts to maintain good relations with
customers and with employees employed at the Banking Centers,
unless such actions are required or permitted by this
Agreement;
(g) hire into a Banking Center (other than to replace a departing
employee and/or to bring the number of employees at the
Banking Centers to normal staffing levels), transfer or
reassign any employee of the Banking Centers (other than
within the group of Banking Centers), increase the
compensation of any employee of the Banking Center, or promote
any of the employees, except where any such action is pursuant
to and consistent with customary Sellers' procedures and
policies;
(h) make any material change to its customary policies for setting
rates on deposits offered at the Banking Centers;
(i) amend or modify any of its promotional, deposit account, or
Loan practices at the Banking Centers other than amendments or
modifications in the ordinary course of business in accordance
with amendments or modifications undertaken at Sellers'
branches other than the Banking Centers. Seller s shall
underwrite and administer the Loans at the Banking Centers in
accordance with its past standards and practices and in
accordance with applicable laws and regulations;
(j) enter into any employment, severance, termination, or change
in control contracts or understandings with any Banking Center
employees;
(k) reduce the service charges on any deposit product or fee-based
product (e.g. safe deposit boxes, money orders, cashier's
checks) unless such reduction is implemented generally in
Sellers' other branches;
(l) lease or sublease any space in any of the Banking Centers;
(m) until the Effective Time fail to maintain and update its
general ledger on a basis consistent with its past accounting
practices; or
(n) undertake any actions which would result in a Title Defect or
fail to take any action to remove or cure a Title Defect
caused by the Sellers after the date hereof.
Section 7.10. Destruction and Condemnation.
- ------------- -----------------------------
If a Banking Center is damaged or destroyed or condemned between the date hereof
and the Closing, unless Sellers have repaired or replaced the damage or
destroyed property, Purchasers may elect to either not acquire the Banking
Center and the related assets or, at the discretion of Purchasers, Purchasers
will acquire the Banking Center and Sellers will deliver to Purchasers any
insurance proceeds, condemnation proceeds or other payment with respect to the
Banking Center. If Purchasers elect not to acquire the Banking Center, then
Sellers will have the right to designate, subject to Purchasers' reasonable
approval and regulatory approval, a substitute Banking Center.
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34
Section 7.11. Insurance.
- ------------- ----------
As of the Effective Time, NationsBank will discontinue its insurance coverage
maintained in connection with the Banking Centers and the activities conducted
thereon. Huntington shall be responsible for all insurance protection for the
Banking Centers' premises and the activities conducted thereon immediately
following the Effective Time. Pending the Closing, risk of loss shall be the
responsibility of NationsBank.
Section 7.12. Public Announcements.
- ------------- ---------------------
Sellers and Purchasers agree that, from the date hereof, neither shall make any
public announcement or public comment, regarding this Agreement or the
transactions contemplated herein without first consulting with the other party
hereto and reaching an agreement upon the substance and timing of such
announcement or comment. Further, Sellers and Purchasers acknowledge the
sensitivity of this transaction to the Employees and no announcements or
communications with the public or the Employees shall be made without the prior
approval of Sellers until the Effective Time.
Section 7.13. Tax Reporting.
- ------------- --------------
Sellers shall comply with all tax reporting obligations in connection with
transferred assets and liabilities on or before the Effective Time, and
Purchasers shall comply with all tax reporting obligations with respect to the
transferred assets and liabilities after the Effective Time.
Section 7.14. Transitional Matters.
- ------------- ---------------------
Sellers shall use their best efforts to cooperate with Purchasers to assure an
orderly transition of ownership of the Assets and Loans and responsibility for
the liabilities, including the Deposit Liabilities, assumed by Purchaser
hereunder. As soon as practicable following the date of this Agreement, but in
no event later than 30 days after the date of this Agreement, Purchasers shall
provide Sellers with a draft of a detailed transition plan covering operational
aspects of the transition, including methods for the transmission of data and
records. If Sellers do not accept any part or all of such plan, they must notify
Purchasers in writing within 15 days after receiving such draft transition plan
from Purchasers, whereupon the parties agree to use their best efforts to agree
upon a mutually acceptable transition plan as soon as possible, but in no event
later than 60 days after the date of this Agreement. Sellers shall use their
best efforts to cooperate fully with Purchasers in implementing such transition
plan.
ARTICLE VIII
------------
CONDITIONS TO PURCHASERS OBLIGATIONS
------------------------------------
The obligation of Purchasers to complete the transactions contemplated in this
Agreement are conditioned upon fulfillment, on or before the Closing, of each of
the following conditions:
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Section 8.1. Representations and Warranties True.
- ------------ ------------------------------------
The representations and warranties made by Sellers in this Agreement shall be
true in all material respects on and as of the Effective Time as though such
representations and warranties were made at and as of such time, except for any
changes permitted by the terms hereof or consented to by Purchasers.
Section 8.2. Obligations Performed.
- ------------ ----------------------
Sellers shall (a) deliver or make available to Purchasers those items required
by Section 3.2 hereof, and (b) perform and comply in all material respects with
all obligations and agreements required by this Agreement to be performed or
complied with by it prior to or on the Effective Time.
Section 8.3. No Adverse Litigation.
- ------------ ----------------------
As of the Effective Time, no action, suit or proceeding shall be pending or
threatened against Sellers which is reasonably likely to (a) materially and
adversely affect the business, properties and assets of the Banking Centers, or
(b) materially and adversely affect the transactions contemplated herein.
Section 8.4. Regulatory Approval.
- ------------ --------------------
(a) Purchasers shall have received all necessary regulatory approvals of
the transactions provided in this Agreement, all notice and waiting
periods required by law to pass shall have passed, no proceeding to
enjoin, restrain, prohibit or invalidate such transactions shall have
been instituted or threatened, and any conditions of any regulatory
approval shall have been met.
(b) Such approvals shall not have imposed any condition which is materially
disadvantageous or burdensome to Purchasers.
Section 8.5. Loan to Deposit Ratio.
- ------------ ----------------------
At the date of the Pre-Closing Balance Sheet, the aggregate principal amount of
Loans will be at least equal to 60% of the aggregate amount of the Deposit
Liabilities; provided, however, that for purposes of determining this ratio, the
principal amount of any Loans rejected by Purchasers pursuant to Section
2.4(b)(6) hereof shall be deemed to be included in the aggregate principal
amount of the Loans.
ARTICLE IX
----------
CONDITIONS TO SELLERS OBLIGATIONS
---------------------------------
The obligation of Sellers to complete the transactions contemplated in this
Agreement are conditioned upon fulfillment, on or before the Closing, of each of
the following conditions:
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Section 9.1. Representations and Warranties True.
- ------------ ------------------------------------
The representations and warranties made by Purchasers in this Agreement shall be
true in all material respects at and as of the Effective Time as though such
representations and warranties were made at and as of such time, except for any
changes permitted by the terms hereof or consented to by Sellers.
Section 9.2. Obligations Performed.
- ------------ ----------------------
Purchasers shall (a) deliver to Sellers those items required by Section 3.2
hereof, and (b) perform and comply in all material respects with all obligations
and agreements required by this Agreement to be performed or complied with by it
prior to or on the Effective Time.
Section 9.3. No Adverse Litigation.
- ------------ ----------------------
As of the Effective Time, no action, suit or proceeding shall be pending or
threatened against Purchasers or Sellers which might materially and adversely
affect the transactions contemplated hereunder.
Section 9.4. Regulatory Approval.
- ------------ --------------------
(a) Sellers shall have received from the appropriate regulatory authorities
approval of the transactions contemplated herein, waiting periods
required by law to pass shall have passed, no proceeding to enjoin,
restrain, prohibit or invalidate such transactions shah have been
instituted or threatened, and any conditions of any regulatory approval
shall have been met.
(b) Such approvals or Purchasers' corresponding regulatory approvals shall
not have imposed any condition which is materially disadvantageous or
burdensome to Sellers and neither such regulatory approvals nor the
provisions of this Agreement will have required any action by
NationsBank or Sellers which would result in the loss of, or
modification to, regulatory approval of the Barnett Transaction.
Section 9.5. Barnett Transaction Closing.
- ------------ ----------------------------
The Barnett Transaction shall have closed without the imposition of regulatory
conditions which would adversely impact the ability of Sellers to close this
Agreement.
ARTICLE X
---------
TERMINATION
-----------
Section 10.1. Methods of Termination.
- ------------- -----------------------
This Agreement may be terminated in any of the following ways:
(a) by either Huntington or NationsBank, in writing five calendar days in
advance of such termination, if the Closing has not occurred by June
30, 1998;
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(b) at any time on or prior to the Effective Time by the mutual consent in
writing of Huntington and NationsBank;
(c) by Huntington in writing if the conditions set forth in Article VIII of
this Agreement shall not have been met by NationsBank or waived in
writing by Huntington prior to the date fixed for Closing;
(d) by NationsBank in writing if the conditions set forth in Article IX of
this Agreement shall not have been met by Huntington or waived in
writing by NationsBank prior to the date fixed for Closing;
(e) any time prior to the Effective Time, NationsBank or Huntington in
writing if the other shall have been in breach of any representation
and warranty in any material respect (as if such representation and
warranty had been made on and as of the date hereof and on the date of
the notice of breach referred to below), or in breach of any covenant,
undertaking or obligation contained herein, and such breach has not
been cured by the earlier of 30 calendar days after the giving of
notice to the breaching party of such breach or the Effective Time;
provided, however, that there shall be no cure period in connection
with any breach of Section 7.3 hereof, so long as such breach by
Purchasers was not caused by any action or inaction of Sellers, and
NationsBank may terminate this Agreement immediately if regulatory
applications are not filed within 30 calendar days after the date of
this Agreement as provided in that Section;
(f) by NationsBank in writing at any time after any applicable regulatory
authority has denied approval of any application of Purchasers for
approval of the transactions contemplated herein; or
(g) by either Huntington or NationsBank, in writing five calendar days in
advance of such termination, if the Barnett Transaction is terminated
prior to completion.
Section 10.2. Procedure Upon Termination.
- ------------- ---------------------------
In the event of termination pursuant to Section 10.1 hereof, and except as
otherwise stated therein, written notice thereof shall 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, including photocopies or other duplications
thereof, relating to this transaction, whether obtained before or after
the execution hereof, to the party furnishing the same;
(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 published in any
publication for public distribution or filed as public information with
any governmental authority) shall not at any time be used for any
business purpose by such party or disclosed by such party to third
persons; and
(c) each party will pay its own expenses.
33
38
Section 10.3. Payment of Expenses.
- ------------- --------------------
Should the transactions contemplated herein not be consummated because of a
party's breach of this Agreement, in addition to such damages as may be
recoverable in law or equity, the other party shall be entitled to recover from
the breaching party upon demand, itemization and documentation, its reasonable
outside legal, accounting, consulting and other out-of-pocket expenses.
ARTICLE XI
----------
MISCELLANEOUS PROVISIONS
------------------------
Section 11.1. Completion of Barnett Transaction.
- ------------- ----------------------------------
Sellers and Purchasers acknowledge that the completion of the transactions
contemplated by this Agreement are contingent and dependent upon the completion
and closing of the Barnett Transaction. In the event that this Agreement is
terminated as provided for in Section 10.1(g), upon such termination neither
party shall be obligated in any way to the other.
Section 11.2. Assignment to Subsidiaries.
- ------------- ---------------------------
At their discretion, both NationsBank and Huntington may cause the obligations
of "Sellers" and "Purchasers" under this Agreement, as the case may be, to be
fulfilled by their respective banking and corporate subsidiaries. Upon
identification by NationsBank and Huntington of the subsidiaries to be
considered a seller or purchaser, NationsBank and Huntington shall cause those
subsidiaries to enter into such agreements as may be necessary to bind those
subsidiaries as additional parties to this Agreement.
Section 11.3. Amendment and Modification.
- ------------- ---------------------------
The parties hereto, by mutual consent may amend, modify and supplement this
Agreement in such manner as may be agreed upon by them in writing.
Section 11.4. Waiver or Extension.
- ------------- --------------------
Except with respect to required approvals of the applicable governmental
authorities, either party, by written instrument signed by a duly authorized
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 and warranties contained herein or in any document delivered
pursuant hereto or (b) compliance with any of the undertakings, obligations,
covenants or other acts contained herein.
Section 11.5. 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 permitted assigns, but
neither this Agreement nor any of the rights, interests or obligations hereunder
shall be assigned by either of the parties hereto without the prior written
consent of the other.
34
39
Section 11.6. Confidentiality.
- ------------- ----------------
NationsBank and Huntington agree that any confidentiality agreements between
NationsBank and Huntington shall survive the execution hereof and the
consummation of the transactions contemplated herein.
Section 11.7. Addresses for Notices, Etc.
- ------------- ---------------------------
All notices, consents, waivers and other communications under this Agreement
must be in writing and will be deemed to have been duly given when (a) delivered
by hand (with written confirmation of receipt), (b) deposited in the United
States Mail by registered or certified mail, return receipt requested, (c) sent
by telecopier (with electronic confirmation of receipt), provided that a copy is
mailed by registered or certified mail, return receipt requested, or (d) when
received by the addressee, if sent by a nationally recognized overnight delivery
service (receipt requested), in each case to the appropriate addresses and
telecopier numbers set forth below (or to such other addresses and telecopier
numbers as a party may designate by notice to the other parties):
If to Sellers: NationsBank Corporation
Attn.: Frank L. Gentry
100 North Tryon Street
NC1-007-33-02
Charlotte, NC 28255
Fax: (704) 386-6416
with a copy to: NationsBank Corporation
Attn: General Counsel
100 North Tryon Street
NC1-007-20-01
Charlotte, NC 28255
Fax Number: (704) 386-2400
If to Purchasers: Huntington Bancshares Incorporated
Attn: Zuheir Sofia, President
41 South High Street
Columbus, Ohio 43287
Fax Number: (614) 480-5485
with a copy to: Ralph K. Frasier, Esq.
General Counsel and Secretary
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
Fax Number: (614) 480-5485
35
40
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.
Section 11.8. 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.
Section 11.9. Headings.
- ------------- ---------
The headings of the Sections and Articles of this Agreement are inserted for
convenience only and shall not constitute a part thereof
Section 11.10. Governing Law.
- -------------- --------------
This Agreement shall be governed by, and construed in accordance with, the laws
of the state of Florida.
Section 11.11. Sole Agreement.
- -------------- ---------------
Except for the Confidentiality Agreement, this Agreement and the exhibits and
attachments hereto represent the sole agreement between the parties hereto
respecting the transactions contemplated hereby and all prior or contemporaneous
written or oral proposals, agreements in principle, representations, warranties
and understandings between the parties with respect to such matters are
superseded hereby and merged herein.
Section 11.12. Parties In Interest.
- -------------- --------------------
Nothing in this Agreement, express or implied, expressly including, without
limiting the generality of the foregoing in any way, the provisions of Section
2.6(a) hereof, is intended or shall be construed to confer upon or give to any
person (other than the parties hereto, their successors and permitted assigns)
any rights or remedies under or by reason of this Agreement, or any term,
provision, condition, undertaking, warranty, representation, indemnity, covenant
or agreement contained herein.
36
41
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers as of the date first written
above.
NATIONSBANK CORPORATION
By: /s/ Frank L. Gentry
-------------------------------------
Name: Frank L. Gentry
------------------------------------
Title: Executive Vice President
----------------------------------
HUNTINGTON BANCSHARES
INCORPORATED
By: /s/ Zuheir Sofia
---------------------------------------
Name: Zuheir Sofia
-------------------------------------
Title: President & Chief Operating Officer
-----------------------------------
37
42
PURCHASE AND ASSUMPTION AGREEMENT
BETWEEN
NATIONSBANK CORPORATION
AND
HUNTINGTON BANCSHARES INCORPORATED
EXHIBIT LIST
EXHIBIT NO. DESCRIPTION
1.1(b) List of Banking Centers
OMITTED EXHIBITS
2.1(b) List of Excluded Assets
2.40(j) Form of Power of Attorney
2.6(a) Severance Benefits
3.2(b)(1) Form of Special Warranty Deed
3.2(b)(2) Form of Bill of Sale
3.2(b)(3) Form of Assignment and
Assumption Agreement
3.2(b)(4) Form of Assignment and Assumption of Lease
3.2(b)(15) Form of Closing Statement
3.2(b)(19) Form of Title Insurance Affidavit
43
EXHIBIT 1.1(b)
--------------
PURCHASE AND ASSUMPTION AGREEMENT
BETWEEN
NATIONSBANK CORPORATION
AND
HUNTINGTON BANCSHARES INCORPORATED
LIST OF BANKING CENTERS
- --------------------------------------------------------------------------------------------------------------------
MARKET BRANCH NAME ADDRESS
- --------------------------------------------------------------------------------------------------------------------
Brevard Downtown Melbourne 1109 E. New Haven Ave., Melbourne
- --------------------------------------------------------------------------------------------------------------------
Brevard Port Malabar 4600 Dixie Highway NE, Palm Bay
- --------------------------------------------------------------------------------------------------------------------
Brevard Rockledge 234 Barton Boulevard, Rockledge
- --------------------------------------------------------------------------------------------------------------------
Brevard Suntree 3303 Suntree Boulevard, Melbourne
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Daytona Countryside 1058 Dunlawton Avenue, Port Orange
- --------------------------------------------------------------------------------------------------------------------
Daytona Flagler Plaza 100 Flagler Plaza Drive, Palm Coast
- --------------------------------------------------------------------------------------------------------------------
Daytona Downtown Daytona 200 South Palmetto Avenue, Daytona Beach
- --------------------------------------------------------------------------------------------------------------------
Daytona North Causeway 111 North Causeway, New Smyma Beach
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Ft. Myers South Fort Myers 12381 South Tamiami Trail, Fort Myers
- --------------------------------------------------------------------------------------------------------------------
Ft. Myers Barnett Centre 2000 South Main Street, Fort Myers
- --------------------------------------------------------------------------------------------------------------------
Ft. Myers North Forty-One 13901 North Cleveland Avenue, Fort Myers
- --------------------------------------------------------------------------------------------------------------------
Ft. Myers Pine Island 9820 Stringfellow Rd., Saint James City
- --------------------------------------------------------------------------------------------------------------------
Ft. Myers San Carlos 18875 South Tamiami Trail, Fort Myers
- --------------------------------------------------------------------------------------------------------------------
Ft. Myers Chiquita 1533 Cape Coral Parkway West, Cape Coral
- --------------------------------------------------------------------------------------------------------------------
Ft. Myers Riverdale 14490 Palm Beach Road, Fort Myers
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
- 39 -
44
- --------------------------------------------------------------------------------------------------------------------
MARKET BRANCH NAME ADDRESS
- --------------------------------------------------------------------------------------------------------------------
Sarasota South Bridge 1670 South Venice Bypass, Venice
- --------------------------------------------------------------------------------------------------------------------
Sarasota Englewood 333 South Indiana Avenue, Englewood
- --------------------------------------------------------------------------------------------------------------------
Sarasota South Gate 3550 South Tamiami Trail, Sarasota
- --------------------------------------------------------------------------------------------------------------------
Sarasota South Venice 2090 South Tamiami Trail, South, Venice
- --------------------------------------------------------------------------------------------------------------------
Sarasota North Trail 3300 North Tamiami Trail, Sarasota
- --------------------------------------------------------------------------------------------------------------------
Sarasota Bradenton/Downtown 1001 3rd Avenue West, Bradenton
- --------------------------------------------------------------------------------------------------------------------
Sarasota DeSoto Square 4303 1st Street, Bradenton
- --------------------------------------------------------------------------------------------------------------------
Sarasota Barnett Bank Center 240 South Pineapple, Sarasota
- --------------------------------------------------------------------------------------------------------------------
Sarasota Sarasota Square 8055 Beneva, Sarasota
- --------------------------------------------------------------------------------------------------------------------
Sarasota Nokomis 1099 North Tamiami Trail, Nokomis
- --------------------------------------------------------------------------------------------------------------------
Sarasota Ellenton 6102 US Highway 301 North, Ellenton
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Tampa East Clearwater 2150 Cleveland Street, Clearwater
- --------------------------------------------------------------------------------------------------------------------
Tampa Central Plaza 3100 Central Avenue, Saint Petersburg
- --------------------------------------------------------------------------------------------------------------------
Tampa North Oakhurst 9130 Oakhurst Road, Seminole
- --------------------------------------------------------------------------------------------------------------------
Tampa Roosevelt 15201 Roosevelt Boulevard, Clearwater
- --------------------------------------------------------------------------------------------------------------------
Tampa East Lake Office 36105 East Lake Road, Palm Harbor
- --------------------------------------------------------------------------------------------------------------------
Tampa Southeast 4250 6th Street South, Saint Petersburg
- --------------------------------------------------------------------------------------------------------------------
Tampa Park Plaza 7694 49th Street, Pinellas Park
- --------------------------------------------------------------------------------------------------------------------
Tampa Clearwater Beach 423 Mandalay Avenue, Clearwater
- --------------------------------------------------------------------------------------------------------------------
Tampa 4th Street North 2116 4th Street North, Saint Petersburg
- --------------------------------------------------------------------------------------------------------------------
Tampa Oldsmar 200 Oakleaf Boulevard, Oldsmar
- --------------------------------------------------------------------------------------------------------------------
Tampa Countryside 26627 US Highway 19 North, Clearwater
- --------------------------------------------------------------------------------------------------------------------
Tampa 56th Street 6925 North 56th Street, Tampa
- --------------------------------------------------------------------------------------------------------------------
Tampa Fletcher 13502 North Florida Avenue, Tampa
- --------------------------------------------------------------------------------------------------------------------
Tampa University 2208 East Fowler Avenue, Tampa
- --------------------------------------------------------------------------------------------------------------------
Tampa Ruskin 502 North US Highway 41, Ruskin
- --------------------------------------------------------------------------------------------------------------------
Tampa West Village Common 5370 Erlich Road, Tampa
- --------------------------------------------------------------------------------------------------------------------
Tampa South Dale Mabry 4005 South Dale Mabry Highway, Tampa
- --------------------------------------------------------------------------------------------------------------------
- 40 -
45
- --------------------------------------------------------------------------------------------------------------------
MARKET BRANCH NAME ADDRESS
- --------------------------------------------------------------------------------------------------------------------
Tampa Sabal Park 9601 Martin Luther King Blvd. E., Tampa
- --------------------------------------------------------------------------------------------------------------------
Tampa Broadway 1701 East 7th Avenue, Tampa
- --------------------------------------------------------------------------------------------------------------------
Tampa Tampa Stadium 4545 North Himes Avenue, Tampa
- --------------------------------------------------------------------------------------------------------------------
Tampa Spring Hill Plaza 7539 Spring Hill Drive, Spring Hill
- --------------------------------------------------------------------------------------------------------------------
Tampa Brooksville Medical Center 702 South Broad Street, Brooksville
- --------------------------------------------------------------------------------------------------------------------
Tampa Regency Park 10220 US Highway 19, Port Richey
- --------------------------------------------------------------------------------------------------------------------
Tampa Zephyrhills 7344 Gall Boulevard, Zephyrhills
- --------------------------------------------------------------------------------------------------------------------
Tampa Gulf Trace 2865 US Highway 19, Holiday
- --------------------------------------------------------------------------------------------------------------------
Tampa Pasco Square 4041 Rowan Road, New Port Richey
- --------------------------------------------------------------------------------------------------------------------
Tampa Main Street 6128 Highway 19, New Port Richey
- --------------------------------------------------------------------------------------------------------------------
Tampa Tarpon Springs 205 East Tarpon Avenue, Tarpon Springs
- --------------------------------------------------------------------------------------------------------------------
Tampa Hyde Park 601 West Platt Street, Tampa
- --------------------------------------------------------------------------------------------------------------------
Tampa Plant City Downtown 105 South Wheeler Street, Plant City
- --------------------------------------------------------------------------------------------------------------------
Tampa Spring Hill North 7165 Mariner Boulevard, Spring Hill
- --------------------------------------------------------------------------------------------------------------------
Tampa Fivay Road 14207 Fivay Road, Hudson
- --------------------------------------------------------------------------------------------------------------------
Tampa County Road 1 1300 State Road 584, Palm Harbor
- --------------------------------------------------------------------------------------------------------------------
Tampa Seminole 7405 Seminole Blvd. (US Alt. 19), Seminole
- --------------------------------------------------------------------------------------------------------------------
- 41 -