Whole Bank First National Bank of Crestview Version 6.4P – PURCHASE AND ASSUMPTION AGREEMENT Crestview, Florida PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF FIRST NATIONAL BANK OF...
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Whole Bank First National Bank of Crestview Version 6.4P – PURCHASE AND ASSUMPTION AGREEMENT Crestview, Florida PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF FIRST NATIONAL BANK OF CRESTVIEW, CRESTVIEW, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION AND FIRST NBC BANK DATED AS OF JANUARY 16, 2015
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Whole Bank i First National Bank of Crestview Version 6.4P – PURCHASE AND ASSUMPTION AGREEMENT Crestview, Florida PURCHASE AND ASSUMPTION AGREEMENT TABLE OF CONTENTS ARTICLE I.g3 GENERAL ................................................ 1g3 1.1g3 Purpose ..................................................................... 1g3 1.2g3 [Reserved] ................................................................. 1g3 1.3g3 Defined Terms .......................................................... 2g3 ARTICLE II.g3 ASSUMPTION OF LIABILITIES ....... 10g3 2.1g3 Liabilities Assumed by Assuming Institution ......... 10g3 2.2 g3 Interest on Deposit Liabilities ................................. 11g3 2.3g3 Unclaimed Deposits ................................................ 11g3 2.4g3 Employee Plans ...................................................... 12g3 ARTICLE III.g3 PURCHASE OF ASSETS ...................... 12g3 3.1g3 Assets Purchased by the Assuming Institution ....... 12g3 3.2g3 Asset Purchase Price ............................................... 12g3 3.3g3 Manner of Conveyance; Limited Warranty; Nonrecourse; Etc. ................................................... 14g3 3.4g3 Puts of Assets to the Receiver ................................. 14g3 3.5g3 Assets Not Purchased by Assuming Institution ...... 16g3 3.6g3 Retention or Repurchase of Assets Essential to Receiver .................................................................. 17g3 3.7g3 Receiver’s Offer to Sell Withheld Loans ................ 18g3 ARTICLE IV.g3 ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS ......................................................... 19g3 4.1 Continuation of Banking Business .......................... 19g3 4.2g3 Credit Card Business .............................................. 19g3 4.3g3 Safe Deposit Business ............................................. 20g3 4.4g3 Safekeeping Business ............................................. 20g3 4.5g3 Trust Business ......................................................... 20g3 4.6g3 Bank Premises ........................................................ 21g3 4.7g3 Agreement with Respect to Leased Data Management Equipment ......................................... 25g3 4.8g3 Certain Existing Agreements .................................. 26g3 4.9g3 Informational Tax Reporting .................................. 26g3 4.10g3 Insurance ................................................................. 27g3 4.11g3 Office Space for Receiver and Corporation; Certain Payments ................................................................. 27g3 4.12g3 Continuation of Group Health Plan Coverage for Former Employees of the Failed Bank ................... 28g3 4.13g3 Interim Asset Servicing .......................................... 29g3 ARTICLE V.g3 DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK ........................ 29g3 5.1g3 Payment of Checks, Drafts, Orders and Deposits ... 29g3 5.2g3 Certain Agreements Related to Deposits ................ 29g3 5.3g3 Notice to Depositors ............................................... 29g3 ARTICLE VI.g3 RECORDS .............................................. 30g3 6.1g3 Transfer of Records ................................................ 30g3 6.2g3 [Reserved] .............................................................. 30g3 6.3g3 Preservation of Records.......................................... 30g3 6.4g3 Access to Records; Copies ..................................... 31g3 ARTICLE VII.g3 BID; INITIAL PAYMENT ................... 32g3 ARTICLE VIII.g3ADJUSTMENTS .................................... 32g3 8.1g3 Pro Forma Statement .............................................. 32g3 8.2g3 Correction of Errors and Omissions; Other Liabilities ................................................................ 32g3 8.3g3 Payments ................................................................ 33g3 8.4g3 Interest .................................................................... 33g3 8.5g3 Subsequent Adjustments ........................................ 33g3 ARTICLE IX.g3 CONTINUING COOPERATION ........ 33g3 9.1g3 General Matters ...................................................... 33g3 9.2g3 Additional Title Documents ................................... 33g3 9.3g3 Claims and Suits ..................................................... 34g3 9.4g3 Payment of Deposits ............................................... 34g3 9.5g3 Withheld Payments ................................................ 34g3 9.6g3 Proceedings with Respect to Certain Assets and Liabilities ................................................................ 35g3 9.7g3 Information ............................................................. 35g3 9.8g3 Tax Ruling .............................................................. 35g3 ARTICLE X.g3 CONDITION PRECEDENT ................. 36g3 ARTICLE XI.g3 REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION . 36g3 11.1g3 Corporate Existence and Authority ........................ 36g3 11.2g3 Third Party Consent ............................................... 36g3 11.3g3 Execution and Enforceability ................................. 36g3 11.4g3 Compliance with Law ............................................ 36g3 11.5g3 Insured or Guaranteed Loans ................................. 37g3 11.6g3 Representations Remain True ................................ 37g3 11.7g3 No Reliance; Independent Advice .......................... 37g3 ARTICLE XIIg3 INDEMNIFICATION ........................... 37g3 12.1g3 Indemnification of Indemnitees .............................. 37g3 12.2g3 Conditions Precedent to Indemnification ............... 40g3 12.3g3 No Additional Warranty ......................................... 41g3 12.4g3 Indemnification of Receiver and Corporation ........ 41g3 12.5g3 Obligations Supplemental ...................................... 41g3 12.6g3 Criminal Claims ..................................................... 42g3 12.7g3 Limited Guaranty of the Corporation ..................... 42g3 12.8g3 Subrogation ............................................................ 42g3 ARTICLE XIII.g3MISCELLANEOUS ............................... 42g3 13.1g3 Expenses ................................................................. 42g3 13.2g3 Waiver of Jury Trial ............................................... 42g3 13.3g3 Consent; Determination or Discretion .................... 43g3 13.4g3 Rights Cumulative .................................................. 43g3
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Whole Bank ii First National Bank of Crestview Version 6.4P – PURCHASE AND ASSUMPTION AGREEMENT Crestview, Florida 13.5g3 References .............................................................. 43g3 13.6g3 Notice...................................................................... 43g3 13.7g3 Entire Agreement .................................................... 44g3 13.8g3 Counterparts ............................................................ 44g3 13.9g3 Governing Law ....................................................... 44g3 13.10g3 Successors ............................................................... 44g3 13.11g3 Modification ........................................................... 45g3 13.12g3 Manner of Payment ................................................ 45g3 13.13g3 Waiver .................................................................... 45g3 13.14g3 Severability ............................................................ 45g3 13.15g3 Term of Agreement ................................................ 45g3 13.16g3 Survival of Covenants, Etc. .................................... 45g3 13.17g3 Right of Receiver or Corporation to Audit ............. 45g3 SCHEDULES Page Excluded Deposit Liability Accounts ................................................................................................ Schedule 2.1(a) 48 Purchase Price of Acquired Assets ........................................................................................................ Schedule 3.2 49 Excluded Securities ............................................................................................................................ Schedule 3.5(l) 51 Excluded Other Real Estate and Excluded Other Real Estate Subsidiaries ..................................... Schedule 3.5(m) 52 Bank Premises in Underserved Areas ............................................................................................... Schedule 4.1(b) 54 Data Retention Catalog .......................................................................................................................... Schedule 6.3 55 Accounts Excluded from Calculation of Deposit Franchise Bid Premium ............................................... Schedule 7 57 EXHIBITS Page Final Legal Notice .................................................................................................................................. Exhibit 2.3A 59 Affidavit of Mailing ............................................................................................................................... Exhibit 2.3B 61 Valuation of Certain Qualified Financial Contracts .............................................................................. Exhibit 3.2(c) 62 Interim Asset Servicing Arrangement ..................................................................................................... Exhibit 4.13 64
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Whole Bank 1 First National Bank of Crestview Version 6.4P – PURCHASE AND ASSUMPTION AGREEMENT Crestview, Florida PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS THIS AGREEMENT, made and entered into as of the 16th day of January, 2015, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of FIRST NATIONAL BANK OF CRESTVIEW, CRESTVIEW, FLORIDA (the“Receiver”), FIRST NBC BANK, organized under the laws of the State of Louisiana, and having its principal place of business in New Orleans, Louisiana (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”). R E C I T A L S A. On the Bank Closing Date, the Chartering Authority closed FIRST NATIONAL BANK OF CRESTVIEW (the “Failed Bank”) pursuant to applicable law and the Corporation was appointed Receiver thereof. B. The Assuming Institution desires to purchase certain assets and assume certain deposits and other liabilities of the Failed Bank on the terms and conditions set forth in this Agreement. C. Pursuant to 12 U.S.C. § 1823(c)(2)(A), the Corporation may provide assistance to the Assuming Institution to facilitate the transactions contemplated by this Agreement, which assistance may include indemnification pursuant to Article XII. D. The Board of Directors of the Corporation (the “Board”) has determined to provide assistance to the Assuming Institution on the terms and subject to the conditions set forth in this Agreement. E. The Board has determined pursuant to 12 U.S.C. § 1823(c)(4)(A) that such assistance is necessary to meet the obligation of the Corporation to provide insurance coverage for the insured deposits in the Failed Bank and is the least costly to the deposit insurance fund of all possible methods for meeting such obligation. NOW, THEREFORE, in consideration of the mutual promises herein set forth and other valuable consideration, the parties hereto agree as follows: A G R E E M E N T ARTICLE I. GENERAL. 1.1. Purpose. The purpose of this Agreement is to set forth requirements regarding, among other things, the terms and conditions on which the Assuming Institution purchases certain assets and assumes certain liabilities of the Failed Bank. 1.2. [Reserved].
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Whole Bank 2 First National Bank of Crestview Version 6.4P – PURCHASE AND ASSUMPTION AGREEMENT Crestview, Florida 1.3. Defined Terms. Capitalized terms used in this Agreement shall have the meanings set forth or referenced in this Section 1.3. As used herein, words imparting the singular include the plural and vice versa. “Accounting Records” means the general ledger and subsidiary ledgers and supporting schedules which support the general ledger balances. “Acquired Assets” means all assets of the Failed Bank purchased pursuant to this Agreement. Assets owned by Subsidiaries of the Failed Bank are not “Acquired Assets” within the meaning of this definition by virtue of being owned by such Subsidiaries. “Acquired Subsidiary” or “Acquired Subsidiaries” means one or more, as applicable, Subsidiaries of the Failed Bank acquired pursuant to Section 3.1. “Affiliate” of any Person means any director, officer, or employee of that Person and any other Person (i) who is directly or indirectly controlling, or controlled by, or under direct or indirect common control with, such Person, or (ii) who is an affiliate of such Person as the term “affiliate” is defined in § 2(k) of the Bank Holding Company Act of 1956, as amended, 12 U.S.C. § 1841. “Agreement” means this Purchase and Assumption Agreement by and among the Assuming Institution, the Corporation and the Receiver, as amended or otherwise modified from time to time. “Assumed Deposits” means Deposits. “Assuming Institution” has the meaning set forth in the introduction to this Agreement. “Bank Closing Date” means the close of business of the Failed Bank on the date on which the Chartering Authority closed such institution. “Bank Premises” means the banking buildings, drive-in banking facilities, teller facilities (staffed or automated), storage and service facilities, structures connecting remote facilities to banking houses, land on which the foregoing are located and unimproved land, together with any adjacent parking, that are owned or leased by the Failed Bank and that have formerly been utilized, are currently utilized, or as of the Bank Closing Date, are intended to be utilized in the future by the Failed Bank as shown on the Failed Bank Records. “Bank Premises Surrender Date” means, with respect to each specific Bank Premises, the date selected by the Assuming Institution to surrender such Bank Premises to the Receiver, which date shall be no later than the first day after the Receiver is satisfied that all of the conditions for surrender of such Bank Premises set forth in this Agreement have been met; provided that, unless otherwise provided in this Agreement, such date shall not be more than 150 days after the Bank Closing Date. “Bid Amount” has the meaning set forth in Article VII. “Bid Form” means Exhibit “A” to the bid instructions provided to the Assuming Institution. “Bid Valuation Date” means October 31, 2014.
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Whole Bank 3 First National Bank of Crestview Version 6.4P – PURCHASE AND ASSUMPTION AGREEMENT Crestview, Florida “Board” has the meaning set forth in Recital D. “Book Value” means, with respect to any Acquired Asset and any Liability Assumed, the dollar amount thereof stated on the Failed Bank Records. The Book Value of any item shall be determined as of the Bank Closing Date after adjustments made by the Receiver for differences in accounts, suspense items, unposted debits and credits and other similar adjustments or corrections and for setoffs, whether voluntary or involuntary. The Book Value of an Acquired Subsidiary shall be determined from the investment in subsidiary and related accounts on the “bank only” (unconsolidated) balance sheet of the Failed Bank based on the Equity Method of Accounting. Without limiting the generality of the foregoing, (i) the Book Value of a Liability Assumed shall include all accrued and unpaid interest thereon as of the Bank Closing Date, and (ii) the Book Value of a Loan shall reflect adjustments for earned interest, or unearned interest (as it relates to the “rule of 78s” or add-on-interest loans, as applicable), if any, as of the Bank Closing Date, adjustments for the portion of earned or unearned loan-related credit life and/or disability insurance premiums, if any, attributable to the Failed Bank as of the Bank Closing Date, and adjustments for Failed Bank Advances, if any, in each case as determined for financial reporting purposes. The Book Value of an Acquired Asset shall not include any adjustment for loan premiums, discounts or any related deferred income, fees or expenses, or general or specific reserves on the Failed Bank Records. “Business Day” means a day other than a Saturday, Sunday, Federal legal holiday or legal holiday under the laws of the State where the Failed Bank is located, or a day on which the principal office of the Corporation is closed. “Chartering Authority” means (i) with respect to a national bank, a Federal savings association or savings bank, the Office of the Comptroller of the Currency, (ii) with respect to a bank or savings institution chartered by a State, the agency of such State charged with primary responsibility for regulating and/or closing banks or savings institutions, as the case may be, (iii) the Corporation in accordance with 12 U.S.C. § 1821(c)(4), with regard to self-appointment, or (iv) the appropriate Federal banking agency in accordance with 12 U.S.C. § 1821(c)(9). “Commitment” means the unfunded portion of a line of credit or other commitment reflected on the Failed Bank Records to make an extension of credit (or additional advances with respect to a Loan) that was legally binding on the Failed Bank as of the Bank Closing Date, other than extensions of credit pursuant to the credit card business and overdraft protection plans of the Failed Bank, if any. “Corporation” has the meaning set forth in the introduction to this Agreement. “Counterclaim” has the meaning set forth in Section 12.1(b). “Credit Documents” means the agreements, instruments, certificates or other documents at any time evidencing or otherwise relating to, governing or executed in connection with or as security for, a Loan, including without limitation notes, bonds, loan agreements, letter of credit applications, lease financing contracts, banker’s acceptances, drafts, interest protection agreements, currency exchange agreements, repurchase agreements, reverse repurchase agreements, guarantees, deeds of trust, mortgages, assignments, security agreements, pledges, subordination or priority agreements, lien priority agreements, undertakings, security instruments, certificates, documents, legal opinions, participation agreements and intercreditor agreements, and all amendments, modifications, renewals, extensions, rearrangements, and substitutions with respect to any of the foregoing.
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Whole Bank 4 First National Bank of Crestview Version 6.4P – PURCHASE AND ASSUMPTION AGREEMENT Crestview, Florida “Credit File” means all Credit Documents and all other credit, collateral or insurance documents in the possession or custody of the Assuming Institution, or any of its Subsidiaries or Affiliates, relating to an Acquired Asset or a Loan included in a Put Notice, or copies of any such documents. “Deposit” means a deposit as defined in 12 U.S.C. § 1813(l), including without limitation, outstanding cashier’s checks and other official checks and all uncollected items included in the depositors’ balances and credited on the Failed Bank Records; provided that the term “Deposit” shall not include all or any portion of those deposit balances which, in the discretion of the Receiver or the Corporation, (i) may be required to satisfy it for any liquidated or contingent liability of any depositor arising from an unauthorized or unlawful transaction, or (ii) may be needed to provide payment of any liability of any depositor to the Failed Bank or the Receiver, including the liability of any depositor as a director or officer of the Failed Bank, whether or not the amount of the liability is or can be determined as of the Bank Closing Date. “Deposit Secured Loan” means a loan in which the only collateral securing the loan is Assumed Deposits or deposits at other insured depository institutions. “Electronically Stored Information” means any system backup tapes, any electronic mail (whether on an exchange or other similar system), any data on personal computers and any data on server hard drives. “Eligible Individuals” has the meaning set forth in Section 4.12. “Eligible Overdraft” means an overdraft that (1) was in existence on the Bank Closing Date with (2) a balance of greater than $500, and (3) was not made pursuant to an overdraft protection plan or similar extension of credit. “Equity Method of Accounting” means the carrying value of a bank’s investment in a subsidiary is originally recorded at cost but is adjusted periodically to record as income the bank’s proportionate share of the subsidiary’s earnings or losses and decreased by the amount of cash dividends or similar distributions received from the subsidiary. Acquired Subsidiaries with negative equity will be restated to $1 pursuant to the Equity Method of Accounting. “ERISA” has the meaning set forth in Section 4.12. “Failed Bank” has the meaning set forth in Recital A. “Failed Bank Advances” means the total sums paid by the Failed Bank to (i) protect its lien position, (ii) pay ad valorem taxes and hazard insurance and (iii) pay premiums for credit life insurance, accident and health insurance and vendor’s single interest insurance. “Failed Bank Assessment Area” means the most recent Community Reinvestment Act (“CRA”) assessment area of the Failed Bank reflected in the Information Package. “Failed Bank Records” means records as defined in 12 C.F.R. § 360.11(a)(3). “Fair Market Value” means: (a) “Market Value” as defined in the regulation prescribing the standards for real estate appraisals used in federally related transactions, 12 C.F.R. § 323.2(g), and accordingly shall mean the most probable price which a property should bring in a competitive and open
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Whole Bank 5 First National Bank of Crestview Version 6.4P – PURCHASE AND ASSUMPTION AGREEMENT Crestview, Florida market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition are the assumed consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: (i) Buyer and seller are typically motivated; (ii) Both parties are well informed or well advised, and acting in what they consider their own best interests; (iii) A reasonable time is allowed for exposure in the open market; (iv) Payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and (v) The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale; as determined as of the Bank Closing Date by an appraiser chosen by the Receiver; any costs and fees associated with such determination shall be paid by the Receiver, and with respect to Bank Premises (to the extent, if any, that Bank Premises are purchased utilizing this valuation method), shall be determined not later than sixty (60) days after the Bank Closing Date by an appraiser selected by the Receiver within seven (7) days after the Bank Closing Date, and with respect to Specialty Assets, shall be determined by an appraiser selected by the Receiver within seven (7) days after the Bank Closing Date; or (b) with respect to property other than Bank Premises and Specialty Assets purchased utilizing this valuation method, the price therefor as established by the Receiver, as determined in accordance with clause (a) above. “FDIC Office Space” has the meaning set forth in Section 4.11. “Final Legal Notice” has the meaning set forth in Section 2.3(a). “Fixtures” means those leasehold improvements, additions, alterations and installations constituting all or a part of Bank Premises (including without limitation automated teller machines that are affixed to a Bank Premises and may be not removed without causing structural damage to such Bank Premises) and which were acquired, added, built, installed or purchased at the expense of the Failed Bank, regardless of the holder of legal title thereto as of the Bank Closing Date. “Furniture and Equipment” means the furniture and equipment (other than Safe Deposit Boxes, Personal Computers, Owned Data Management Equipment, Specialty Assets and motor vehicles), leased or owned by the Failed Bank and reflected on the Failed Bank Records as of the Bank Closing Date and located on or at Bank Premises, including without limitation automated teller machines (to the extent they are not Fixtures), carpeting, furniture, office machinery, shelving, office supplies, telephone, surveillance and security systems, ancillary equipment and artwork. Furniture and equipment located at a storage facility not adjacent to a Bank Premises are excluded from this definition.
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Whole Bank 6 First National Bank of Crestview Version 6.4P – PURCHASE AND ASSUMPTION AGREEMENT Crestview, Florida “GSE” means a government sponsored enterprise. “Indemnitees” means, except as provided in Section 12.1(b)(xi), (i) the Assuming Institution, (ii) the Subsidiaries and Affiliates of the Assuming Institution other than any Subsidiaries or Affiliates of the Failed Bank that are or become Subsidiaries or Affiliates of the Assuming Institution and (iii) the directors, officers, employees and agents of the Assuming Institution and its Subsidiaries and Affiliates who are not also present or former directors, officers, employees or agents of the Failed Bank or of any Subsidiary or Affiliate of the Failed Bank. “Information Package” means the most recent compilation of financial and other data with respect to the Failed Bank, including any amendments or supplements thereto, provided to the Assuming Institution by the Corporation on the web site used by the Corporation to market the Failed Bank to potential acquirers. “Initial Payment” means the payment made pursuant to Article VII (based on the best information available as of the Bank Closing Date), the amount of which shall be either (i) if the Bid Amount is positive, the aggregate Book Value of the Liabilities Assumed minus the sum of the aggregate purchase price of the Acquired Assets (including any Bank Premises, Other Real Estate, Other Real Estate Subsidiaries, and Optional Loan Pools purchased via the Bid Form) as determined pursuant to Section 3.2 and the positive Bid Amount, or (ii) if the Bid Amount is negative, the sum of the aggregate Book Value of the Liabilities Assumed and the negative Bid Amount minus the aggregate purchase price of the Acquired Assets (including any Bank Premises, Other Real Estate, Other Real Estate Subsidiaries, and Optional Loan Pools purchased via the Bid Form). The Initial Payment shall be payable by the Corporation to the Assuming Institution if (i) the Liabilities Assumed are greater than the sum of the positive Bid Amount and the aggregate purchase price of the Acquired Assets, or if (ii) the sum of the Liabilities Assumed and the negative Bid Amount are greater than the aggregate purchase price of the Acquired Assets. The Initial Payment shall be payable by the Assuming Institution to the Corporation if (i) the Liabilities Assumed are less than the sum of the positive Bid Amount and the aggregate purchase price of the Acquired Assets, or if (ii) the sum of the Liabilities Assumed and the negative Bid Amount is less than the aggregate purchase price of the Acquired Assets. Such Initial Payment shall be subject to adjustment as provided in Article VIII. “Leased Data Management Equipment” means any equipment, computer hardware, computer software (and the lease or licensing agreements related thereto), computer networking equipment, printers, fax machines, copiers, document scanners, data tape systems, data tapes, DVDs, CDs, flash drives, telecommunications and check processing equipment and any other electronic storage media leased by the Failed Bank at Bank Closing Date which is, was, or could have been used by the Failed Bank in connection with data management activities. “Liabilities Assumed” has the meaning provided in Section 2.1. “Lien” means any mortgage, lien, pledge, charge, assignment for security purposes, security interest or encumbrance of any kind with respect to an Acquired Asset, including any conditional sale agreement or capital lease or other title retention agreement relating to such Acquired Asset. “Loan” or “Loans” means, individually or collectively, all of the following owed to or held by the Failed Bank as of the Bank Closing Date:
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Whole Bank 7 First National Bank of Crestview Version 6.4P – PURCHASE AND ASSUMPTION AGREEMENT Crestview, Florida (a) loans (including loans which have been charged off the Failed Bank Records in whole or in part prior to and including the Bid Valuation Date), participation agreements, interests in participations, overdrafts of customers (including but not limited to overdrafts made pursuant to an overdraft protection plan or similar extensions of credit in connection with a deposit account), revolving commercial lines of credit, home equity lines of credit, Commitments, United States and/or State-guaranteed student loans and lease financing contracts; (b) all Liens, rights (including rights of set-off), remedies, powers, privileges, demands, claims, priorities, equities and benefits owned or held by, or accruing or to accrue to or for the benefit of, the holder of the obligations or instruments referred to in clause (a) above, including but not limited to those arising under or based upon Credit Documents, casualty insurance policies and binders, standby letters of credit, mortgagee title insurance policies and binders, payment bonds and performance bonds at any time and from time to time existing with respect to any of the obligations or instruments referred to in clause (a) above; and (c) all amendments, modifications, renewals, extensions, refinancings and refundings of or for any of the foregoing. “New Loan” means a Loan made by the Failed Bank after the Bid Valuation Date that is not a continuation, amendment, modification, renewal, extension, refinancing, restructuring or refunding of or for any then-existing Loan. “Obligor” means each Person liable for the full or partial payment or performance of any Loan, whether such Person is obligated directly, indirectly, primarily, secondarily, jointly or severally. “Other Real Estate” means all interests in real estate (other than Bank Premises and Fixtures), including but not limited to mineral estates, leasehold rights, condominium and cooperative interests, easements, air rights, water rights, and development rights that are owned by the Failed Bank as of Bid Valuation Date. “Other Real Estate Subsidiaries” means those Subsidiaries listed on the Bid Form, if any. “Owned Data Management Equipment” means any equipment, computer hardware, computer software, computer networking equipment, printers, fax machines, copiers, document scanners, data tape systems, data tapes, DVDs, CDs, flash drives, telecommunications and check processing equipment and any other electronic storage media owned by the Failed Bank at Bank Closing Date which is, was, or could have been used by the Failed Bank in connection with data management activities. “Payment Date” means the first Business Day after the Bank Closing Date. “Person” means any individual, corporation, partnership, joint venture, association, limited liability company, limited liability partnership, joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof, excluding the Corporation. “Personal Computer(s)” means computers based on a microprocessor generally designed to be used by one person at a time and which usually store informational data on that computer’s internal hard drive or attached peripheral, and associated peripherals (such as
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Whole Bank 8 First National Bank of Crestview Version 6.4P – PURCHASE AND ASSUMPTION AGREEMENT Crestview, Florida keyboard, mouse, etc.). A personal computer can be found in various configurations such as laptops, net books, and desktops. “Primary Indemnitor” means any Person (other than the Assuming Institution or any of its Affiliates) who is obligated to indemnify or insure, or otherwise make payments (including payments on account of claims made against) to or on behalf of any Person in connection with the claims covered under Article XII, including without limitation any insurer issuing any directors and officers liability policy or any Person issuing a financial institution bond or banker’s blanket bond. “Pro Forma” means a balance sheet that reflects a reasonably accurate financial statement of the Failed Bank through the Bank Closing Date and serves as a basis for the opening entries of both the Assuming Institution and the Receiver. “Proprietary Software” means computer software developed for and owned by the Failed Bank for its own purpose and use. “Put Date” has the meaning set forth in Section 3.4(d). “Put Notice” has the meaning set forth in Section 3.4(c). “Qualified Beneficiaries” has the meaning set forth in Section 4.12. “Qualified Financial Contract” means a qualified financial contract as defined in 12 U.S.C. § 1821(e)(8)(D). “Receiver” has the meaning set forth in the introduction to this Agreement. “Related Liability” with respect to any Acquired Asset means any liability existing and reflected on the Failed Bank Records as of the Bank Closing Date for (i) indebtedness secured by mortgages, deeds of trust, chattel mortgages, security interests or other liens on or affecting such Acquired Asset, (ii) ad valorem taxes applicable to such Acquired Asset and (iii) any other obligation determined by the Receiver to be directly related to such Acquired Asset. “Related Liability Amount” with respect to any Related Liability on the books of the Assuming Institution, means the amount of such Related Liability as stated on the Failed Bank Records of the Assuming Institution (as maintained in accordance with generally accepted accounting principles) as of the date as of which the Related Liability Amount is being determined. With respect to a liability that relates to more than one Acquired Asset, the amount of such Related Liability shall be allocated among such Acquired Assets for the purpose of determining the Related Liability Amount with respect to any one of such Acquired Assets. Such allocation shall be made by specific allocation, where determinable, and otherwise shall be pro rata based upon the dollar amount of such Acquired Assets stated on the Failed Bank Records of the entity that owns such Acquired Asset. “Repurchase Price” means, with respect to any Acquired Asset, an amount equal to the sum of (i) the purchase price of the Acquired Asset as determined pursuant to Section 3.2 and either (ii) minus the pro rata Acquired Asset discount or plus the pro rata Acquired Asset premium, if any, (ii) adjusted (A) for any advances and interest on such Acquired Asset after the Bank Closing Date and (B) minus the total amount received by the Assuming Institution for such Acquired Asset after the Bank Closing Date, regardless of how applied (iii) plus total
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Whole Bank 9 First National Bank of Crestview Version 6.4P – PURCHASE AND ASSUMPTION AGREEMENT Crestview, Florida disbursements of principal made by the Receiver not otherwise included in the Book Value. For (x) New Loans, Deposit Secured Loans and Eligible Overdrafts put back to the Receiver pursuant to Section 3.4 or (y) Acquired Assets sold pursuant to Section 3.7 and repurchased by the Receiver pursuant to Section 3.6, the Repurchase Price shall not take into account the pro rata Acquired Asset discount or premium, if any. The Repurchase Price for Eligible Overdrafts shall include adjustments for credits or deposits received after the Bank Closing Date and prior to the date of put back. “Safe Deposit Boxes” means the safe deposit boxes of the Failed Bank, if any, including the removable safe deposit boxes and safe deposit stacks in the Failed Bank’s vault(s), all rights and benefits under rental agreements with respect to such safe deposit boxes, and all keys and combinations thereto. “Settlement Date” means the first Business Day immediately prior to the day which is three hundred sixty-five (365) days after the Bank Closing Date, or such other date prior thereto as may be agreed upon by the Receiver and the Assuming Institution. The Receiver, in its discretion, may extend the Settlement Date. “Settlement Interest Rate” means, for the first calendar quarter or portion thereof during which interest accrues, the rate determined by the Receiver to be equal to the investment rate on twenty-six (26)-week United States Treasury Bills as published on the Bank Closing Date by the United States Treasury on the XxxxxxxxXxxxxx.xxx website; provided, that if no such Investment Rate is published the week of the Bank Closing Date, the investment rate for such Treasury Bills most recently published by the United States Treasury on XxxxxxxxXxxxxx.xxx prior to the Bank Closing Date shall be used. Thereafter, the rate shall be adjusted to the rate determined by the Receiver to be equal to the Investment Rate on such Treasury Bills in effect as of the first day of each succeeding calendar quarter during which interest accrues as published by the United States Treasury on the XxxxxxxxXxxxxx.xxx website. “Specialty Assets” means assets that have a greater value than more traditional furniture and equipment owned by the Failed Bank and reflected on the Failed Bank Records as of the Bank Closing Date and located on or at Bank Premises, including without limitation fine art and high end decorative art; classic and antique motor vehicles; rare books; rare coins; airplanes; boats; jewelry; collectible firearms; cultural artifacts; sculptures; Proprietary Software; and any other items that typically cannot be appraised by a Furniture and Equipment appraiser. Specialty Assets does not include any repossessed collateral. “Subsequently Occupied Space” has the meaning set forth in Section 4.6(f). “Subsidiary” has the meaning set forth in § 3(w)(4) of the Federal Deposit Insurance Act, 12 U.S.C. § 1813(w)(4), as amended. “Underserved Area” means a census track designated as an underserved middle-income nonmetropolitan track on the most recent List of Middle-Income Non-Metropolitan Distressed or Underserved Geographies as published by the Federal Financial Institutions Examination Council (“FFIEC”) on the FFIEC website. A list of Bank Premises, if any, located in an Underserved Market is attached as Schedule 4.1(b).
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Whole Bank 38 First National Bank of Crestview Version 6.4P – PURCHASE AND ASSUMPTION AGREEMENT Crestview, Florida (a) hereunder in this Section 12.1, subject to certain exclusions as provided in Section 12.1(b): (i) claims based on the rights of any shareholder or former shareholder as such of (A) the Failed Bank, or (B) any Subsidiary or Affiliate of the Failed Bank; (ii) claims based on the rights of any creditor as such of the Failed Bank, or any creditor as such of any director, officer, employee or agent of the Failed Bank, with respect to any indebtedness or other obligation of the Failed Bank arising prior to the Bank Closing Date; (iii) claims based on the rights of any present or former director, officer, employee or agent as such of the Failed Bank or of any Subsidiary or Affiliate of the Failed Bank; (iv) claims based on any action or inaction prior to the Bank Closing Date of the Failed Bank, its directors, officers, employees or agents as such, or any Subsidiary or Affiliate of the Failed Bank, or the directors, officers, employees or agents as such of such Subsidiary or Affiliate; (v) claims based on any malfeasance, misfeasance or nonfeasance of the Failed Bank, its directors, officers, employees or agents with respect to the trust business of the Failed Bank, if any; (vi) claims based on any failure or alleged failure (not in violation of law) by the Assuming Institution to continue to perform any service or activity previously performed by the Failed Bank which the Assuming Institution is not required to perform pursuant to this Agreement or which arise under any contract to which the Failed Bank was a party which the Assuming Institution elected not to assume in accordance with this Agreement and which neither the Assuming Institution nor any Subsidiary or Affiliate of the Assuming Institution has assumed subsequent to the execution hereof; (vii) claims arising from any action or inaction of any Indemnitee, including for purposes of this Section 12.1(a)(vii) the former officers or employees of the Failed Bank or of any Subsidiary or Affiliate of the Failed Bank that is taken upon the specific written direction of the Corporation or the Receiver, other than any action or inaction taken in a manner constituting bad faith, gross negligence or willful misconduct; and (viii) claims based on the rights of any depositor of the Failed Bank whose deposit has been accorded “withheld payment” status and/or returned to the Receiver or Corporation in accordance with Section 9.5 and/or has become an “unclaimed deposit” or has been returned to the Corporation or the Receiver in accordance with Section 2.3; (b) provided that with respect to this Agreement, except for Section 12.1(a)(vii) and (viii), no indemnification will be provided under this Agreement for any: (i) judgment or fine against, or any amount paid in settlement (without the written approval of the Receiver) by, any Indemnitee in connection with any action that seeks damages against any Indemnitee (a “Counterclaim”) arising with
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Whole Bank 39 First National Bank of Crestview Version 6.4P – PURCHASE AND ASSUMPTION AGREEMENT Crestview, Florida respect to any Acquired Asset and based on any action or inaction of either the Failed Bank, its directors, officers, employees or agents as such prior to the Bank Closing Date, unless any such judgment, fine or amount paid in settlement exceeds the greater of (A) the Repurchase Price of such Acquired Asset, or (B) the monetary recovery sought on such Acquired Asset by the Assuming Institution in the cause of action from which the Counterclaim arises; and in such event the Receiver will provide indemnification only in the amount of such excess; and no indemnification will be provided for any costs or expenses other than any costs or expenses (including attorneys’ fees) which, in the determination of the Receiver, have been actually and reasonably incurred by such Indemnitee in connection with the defense of any such Counterclaim; and it is expressly agreed that the Receiver reserves the right to intervene, in its discretion, on its behalf and/or on behalf of the Receiver, in the defense of any such Counterclaim; (ii) claims with respect to any liability or obligation of the Failed Bank that is expressly assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution; (iii) claims with respect to any liability of the Failed Bank to any present or former employee as such of the Failed Bank or of any Subsidiary or Affiliate of the Failed Bank, which liability is expressly assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution; (iv) claims based on the failure of any Indemnitee to seek recovery of damages from the Receiver for any claims based upon any action or inaction of the Failed Bank, its directors, officers, employees or agents as fiduciary, agent or custodian prior to the Bank Closing Date; (v) claims based on any violation or alleged violation by any Indemnitee of the antitrust, branching, banking or bank holding company or securities laws of the United States of America or any State thereof; (vi) claims based on the rights of any present or former creditor, customer, or supplier as such of the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution; (vii) claims based on the rights of any present or former shareholder as such of the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution regardless of whether any such present or former shareholder is also a present or former shareholder of the Failed Bank; (viii) claims, if the Receiver determines that the effect of providing such indemnification would be to (A) expand or alter the provisions of any warranty or disclaimer thereof provided in Section 3.3 or any other provision of this Agreement, or (B) create any warranty not expressly provided under this Agreement; (ix) claims which could have been enforced against any Indemnitee had the Assuming Institution not entered into this Agreement;
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Whole Bank 46 First National Bank of Crestview Version 6.4P – PURCHASE AND ASSUMPTION AGREEMENT Crestview, Florida [Signature Page Follows]
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