Exhibit 2.1
STOCK PURCHASE AGREEMENT
BY AND AMONG
PEOPLES COMMUNITY BANCORP, INC.
AND
THE PARTIES NAMED HEREIN
DATED AS OF AUGUST 22, 2006
TABLE OF CONTENTS
Page No.
-------
ARTICLE 1 THE PURCHASE AND SALE..................................1
Section 1.1 The Purchase and Sale..................................1
Section 1.2 Payment of Purchase Price..............................1
Section 1.3 The Closing............................................2
Section 1.4 No Further Ownership Rights in Columbia Stock..........2
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF PCB..................2
Section 2.1 Organization, Standing and Power.......................2
Section 2.2 Ownership..............................................2
Section 2.3 Authority..............................................2
Section 2.4 Consents and Approvals.................................3
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE
STOCKHOLDERS...........................................3
Section 3.1 Ability to Pay Purchase Price..........................3
Section 3.2 Authority..............................................3
ARTICLE 4 ADDITIONAL AGREEMENTS..................................3
Section 4.1 Certain Payments, Fees and Expenses....................3
Section 4.2 Reasonable Best Efforts................................3
Section 4.3 Public Announcements...................................4
Section 4.4 State Takeover Laws....................................4
Section 4.5 Notification of Certain Matters........................4
Section 4.6 Directors..............................................4
ARTICLE 5 CONDITIONS PRECEDENT TO THE STOCK PURCHASE.............5
Section 5.1 Conditions to the Parties' Obligation to Effect the
Stock Purchase.........................................5
Section 5.2 Conditions to Obligation of the Xxxxxxx Group to
Effect the Stock Purchase..............................5
Section 5.3 Conditions to Obligations of PCB to Effect the
Stock Purchase.........................................5
ARTICLE 6 TERMINATION, AMENDMENT AND WAIVER......................6
Section 6.1 Termination............................................6
i
Page No.
-------
Section 6.2 Effect of Termination..................................6
Section 6.3 Specific Performance...................................7
Section 6.4 Amendment..............................................7
Section 6.5 Waiver.................................................7
ARTICLE 7 GENERAL PROVISIONS.....................................7
Section 7.1 Survival of Representations and Warranties.............7
Section 7.2 Notices................................................7
Section 7.3 Interpretation.........................................8
Section 7.4 Counterparts...........................................8
Section 7.5 Entire Agreement; No Third Party Beneficiaries.........8
Section 7.6 Governing Law..........................................8
Section 7.7 Assignment.............................................8
Section 7.8 Severability...........................................8
Appendix A Line of Credit.......................................A-1
ii
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, dated as of August 22, 2006 (this
"Agreement"), is by and among Peoples Community Bancorp, Inc., a Maryland
corporation ("PCB") and each of the individuals listed on the signature page
hereto (the "Xxxxxxx Group"). Each of PCB and the Xxxxxxx Group individually,
is a "Party" to this Agreement, and one or more of them are, as the context so
requires, "Parties" hereto.
W I T N E S S E T H:
WHEREAS, as of the date hereof, PCB owns 69,925 common shares of
Columbia Bancorp, Inc. ("Columbia") (the "Columbia Stock");
WHEREAS, the Parties desire to enter into this Agreement pursuant to
which PCB agrees to sell to the Xxxxxxx Group and the Xxxxxxx Group agrees to
purchase from PCB, the Columbia Stock (the "Stock Purchase");
WHEREAS, Peoples Community Bank, a wholly owned subsidiary of PCB (the
"Bank"), has agreed to provide additional financing to the Xxxxxxx Group to
purchase additional common shares of Columbia, as well as additional funds for
working capital, subject to underwriting, credit approval and, if necessary,
regulatory approval; and
WHEREAS, the Parties hereto desire to make certain representations,
warranties, covenants and agreements in connection with the Stock Purchase and
also to prescribe various conditions to the Stock Purchase as set forth
herein.
NOW, THEREFORE, in consideration of the premises, representations,
warranties and agreements herein contained, the Parties hereby agree as
follows:
ARTICLE 1
THE PURCHASE AND SALE
Section 1.1 The Purchase and Sale. Upon the terms and subject to the
conditions hereof, at the Closing (as defined in Section 1.3), the Xxxxxxx
Group shall purchase from PCB, and PCB hereby agrees to sell, transfer and
convey unto the Xxxxxxx Group, all of its right, title and interest in and to
the Columbia Stock.
Section 1.2 Payment of Purchase Price. (a) At the Closing, the Xxxxxxx
Group shall pay, against receipt of the shares of Columbia Stock to be
purchased from PCB, as full, fair and final consideration (which shall
individually and collectively represent the "Purchase Price" therefor) $41.53
per share of Columbia Stock in immediately available funds.
(b) At the Closing, the Bank will provide financing to the Xxxxxxx
Group in the form of a secured, open-end line of credit in the amount of $3.6
million for (i) the aggregate Purchase Price, (ii) the purchase of additional
common shares of Columbia, and (iii) working capital (the "Line of Credit").
The terms of the Line of Credit are as set forth in Appendix A to this
Agreement.
(c) The Purchase Price set forth above shall be subject to appropriate
adjustments in the event that, subsequent to the date of this Agreement but
prior to the Closing Date, the Columbia Stock shall have been increased,
decreased, changed into or exchanged for a different number or kind of shares
or
1
securities through any reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split or other like changes in
Columbia's capitalization.
Section 1.3 The Closing. The closing of the transactions contemplated
by this Agreement (the "Closing") and all actions specified in this Agreement
to occur at the Closing shall take place at the offices of Peoples Community
Bank, 0000 Xxxx Xxxxxxx Xxxx, Xxxx Xxxxxxx, Xxxx 00000 at 10:00 a.m., local
time, no later than the fifth Business Day following the day on which the last
of the conditions set forth in Article 5 shall have been fulfilled or waived
(if permissible) or at such other time and place as PCB and the Stockholders
shall agree (the "Closing Date"). For purposes of this Agreement, a "Business
Day" is any day other than a Saturday, Sunday or Federal holiday.
Section 1.4 No Further Ownership Rights in Columbia Stock. The Purchase
Price issued and/or paid upon the surrender of Certificates in accordance with
the terms hereof shall be deemed to have been paid and/or issued in full
satisfaction of all rights pertaining to the shares of Columbia Stock and upon
receipt of such payment, PCB shall have no further right, title or interest
therein.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF PCB
PCB represents and warrants to the Xxxxxxx Group that the statements
contained in this Article 2 are true and correct. The following statements
are made as of the date of this Agreement or as of a later date as expressly
set forth herein.
Section 2.1 Organization, Standing and Power. PCB is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Maryland and has the requisite corporate power and authority to carry on
its business as now being conducted. PCB is qualified to do business as a
foreign corporation and is in good standing under the laws of the State of
Ohio.
Section 2.2 Ownership. PCB owns beneficially and of record, and has the
full legal and unqualified right to sell, transfer and convey to the Xxxxxxx
Group 69,925 shares of Columbia Stock. PCB does not have any right to purchase
or to exercise or convert any securities into shares of Columbia Stock or the
securities of any subsidiary of Columbia. Upon surrender of the Certificates
therefor, the Xxxxxxx Group will receive good and valid title to the Columbia
Stock, free and clear of all pledges, security interests, liens, charges,
options, conditional sales agreements, claims, restrictions, covenants, title
defects or other encumbrances of any nature. Other than this Agreement, upon
delivery at the Closing, the Columbia Stock will not be subject to any
stockholders' agreement or voting trust agreement or understanding, whether
written or oral, including without limitation, any mortgage, indenture, note,
guarantee, lease, license, contract, deed of trust, proxy, purchase, sale or
other agreement relating to the Columbia Stock, including any statute,
regulation, order, writ, instrument, agreement or understanding relating to
the voting or disposition of the Columbia Stock.
Section 2.3 Authority. On or prior to the date of this Agreement, the
Board of Directors of PCB has approved and adopted this Agreement in
accordance with applicable law. PCB has all requisite corporate power to
enter into this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by PCB and the
consummation by PCB of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of PCB. This
Agreement has been duly executed and delivered by PCB, and (assuming the valid
authorization, execution and delivery of this Agreement by the other Parties
hereto and the validity and binding effect hereof on the other Parties
hereto), this Agreement constitutes a valid and binding obligation of PCB,
enforceable against it in accordance with its terms except as the same may be
limited by applicable
2
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or
other laws or equitable principles in effect relating to creditors' rights and
remedies and general principles of equity.
Section 2.4 Consents and Approvals. No filing or registration with, or
authorization, consent or approval of, any domestic (federal and state),
foreign court, commission, governmental body, regulatory agency, authority or
tribunal (a "Governmental Entity") is required by or with respect to PCB in
connection with the execution and delivery of this Agreement by PCB or is
necessary for the consummation of the Stock Purchase, except for (i)
applicable requirements, if any, of state securities or "blue sky" laws ("Blue
Sky Laws"), and (ii) applicable filings, approvals or non-objections, if any,
under Ohio law and applicable filings, approvals or non-objections under the
(y) Bank Holding Company Act of 1956 with the Board of Governors of the
Federal Reserve System and (z) the Home Owners' Loan Act with the Office of
Thrift Supervision.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE XXXXXXX GROUP
The Xxxxxxx Group represents and warrants to PCB that the statements
contained in this Article 3 are true and correct. The following statements
are made as of the date of this Agreement or as of a later date as expressly
set forth herein.
Section 3.1 Ability to Pay Purchase Price. The Xxxxxxx Group has
submitted financial information and applied for the Line of Credit under the
Bank's customary lending standards.
Section 3.2 Authority. Each member of the Xxxxxxx Group hereby
represents and warrants that he or she is legally competent to execute,
deliver and perform this Agreement. The execution, delivery and performance
of this Agreement and the transactions contemplated hereby by each member of
the Xxxxxxx Group has been duly and effectively authorized by all necessary
action, corporate or otherwise, and this Agreement is a valid, legally binding
and enforceable obligation of each member of the Xxxxxxx Group, enforceable in
accordance with its terms, except to the extent that enforceability may be
limited by bankruptcy, reorganization, insolvency or other laws affecting the
enforcement of creditors' rights generally or the availability of equitable
remedies subject to the discretion of the court.
ARTICLE 4
ADDITIONAL AGREEMENTS
Section 4.1 Certain Payments, Fees and Expenses. Whether or not the
Stock Purchase is consummated, all costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereby including,
without limitation, the fees and disbursements of counsel and accountants and
all broker fees, shall be paid by the Party incurring such costs and expenses,
except (a) as provided in Section 6.2 hereof and (b) that PCB shall incur the
fees and expenses related to the preparation and filing of regulatory
applications, including the related attorneys' fees.
Section 4.2 Reasonable Best Efforts.
(a) Upon the terms and subject to the conditions set forth in this
Agreement, each of the Parties agrees to use its reasonable best efforts to
take, or cause to be taken, all actions, and to do, or cause to be done, and
to assist and cooperate with the other Parties in doing, all things necessary,
proper or advisable to consummate and make effective, in the most expeditious
manner practicable, the Stock Purchase, including, but not limited to: (i) the
provision of notice to or obtaining all necessary actions or nonactions,
3
waivers, consents and approvals from all Governmental Entities; (ii) obtaining
all necessary consents, approvals or waivers from third parties; and (iii) the
execution and delivery of any additional instruments necessary to consummate
the transactions contemplated by this Agreement. No Party to this Agreement
shall consent to any voluntary delay of the consummation of the Stock Purchase
at the behest of any Governmental Entity without the consent of PCB and the
Xxxxxxx Group, which consent shall not be unreasonably withheld, conditioned
or delayed.
(b) Each Party shall use all reasonable best efforts to not take any
action, or enter into any transaction, which would cause any of its
representations or warranties contained in this Agreement to be untrue in any
material respect or which could reasonably be expected to impede, interfere
with, prevent or delay in any material respect the Stock Purchase.
Section 4.3 Public Announcements. The Xxxxxxx Group will not issue any
press release with respect to this Agreement or the transactions contemplated
by this Agreement or otherwise issue any written public statements with
respect to such transactions without the prior consent of PCB.
Section 4.4 State Takeover Laws. If any "fair price," "business
combination" or "control share acquisition" statute or other similar statute
or regulation shall become applicable to the transactions contemplated hereby,
the Parties hereto shall use their reasonable best efforts to grant such
approvals and take such actions (or cause entities that they control to take
such actions), as are necessary so that the transactions contemplated hereby
and thereby may be consummated as promptly as practicable on the terms
contemplated hereby and thereby and otherwise act to minimize the effects of
any such statute or regulation on the transactions contemplated hereby and
thereby.
Section 4.5 Notification of Certain Matters. PCB shall use its
reasonable best efforts to give prompt notice to the Xxxxxxx Group, and the
Xxxxxxx Group shall use its reasonable best efforts to give prompt notice to
PCB, of: (i) the occurrence, or nonoccurrence, of any event of which it is
aware and which would be reasonably likely to cause any representation or
warranty contained in this Agreement to be untrue or inaccurate in any
material respect, or (ii) any failure of PCB on the one hand, or the Xxxxxxx
Group, on the other hand, as the case may be, to comply in a timely manner
with or satisfy any covenant, condition or agreement to be complied with or
satisfied by it hereunder; provided, however, that the delivery of any notice
pursuant to this Section 4.5 shall not limit or otherwise affect the remedies
available hereunder to the Party receiving such notice.
Section 4.6 Directors. Following the Closing Date, if requested by the
Xxxxxxx Group subject to regulatory approval, either Xxxxx X. Xxxxxxxx or
Xxxxxx X. Xxx will continue to serve on the Boards of Directors of Columbia
and its wholly-owned subsidiary, Columbia Savings Bank ("Bank") at a minimum
until December 31, 2007, under terms similar to other directors of Columbia
and the Bank.
ARTICLE 5
CONDITIONS PRECEDENT TO THE STOCK PURCHASE
Section 5.1 Conditions to the Parties' Obligation to Effect the Stock
Purchase. The respective obligations of PCB and the Xxxxxxx Group to effect
the Stock Purchase shall be subject to the fulfillment (or waiver by the other
Party) at or prior to the Closing Date of the following conditions:
(a) All consents, authorizations, waivers and extensions from any
Governmental Entity or third party required by PCB or the Xxxxxxx Group, as
the case may be, to have been obtained on or before the Closing Date shall be
obtained and none of such consents, authorizations, waivers and extensions
shall contain any terms or conditions which would materially impair PCB's
operations;
4
(b) No court or other Governmental Entity having jurisdiction over any
Party shall have enacted, issued, promulgated, enforced or entered any law,
rule, regulation, executive order, decree, injunction or other order (whether
temporary, preliminary or permanent) which is then in effect and has the
effect of delaying, conditioning or prohibiting the Stock Purchase or making
the Stock Purchase illegal;
(c) There shall not be instituted or pending any suit, action or
proceeding by any Governmental Entity or third party relating to this
Agreement which would have a material adverse effect on PCB;
(d) Columbia will obtain an executed Form 2553, under Section 1362 of
the Internal Revenue Code of 1986, as amended (the "Code"), from all
shareholders of Columbia, other than PCB, necessary to apply for Subchapter S
status under the Code; and
(e) The receipt of a lending Commitment Letter from the Bank.
Section 5.2 Conditions to Obligation of the Xxxxxxx Group to Effect the
Stock Purchase. The obligation of the Xxxxxxx Group to effect the Stock
Purchase shall be subject to the fulfillment (or the waiver by the Xxxxxxx
Group) at or prior to the Closing Date of the following additional conditions:
(a) PCB shall have performed in all material respects each of its
agreements contained in this Agreement required to be performed on or prior to
the Closing Date, each of the representations and warranties of PCB contained
in this Agreement shall be true and correct in all material respects on and as
of the Closing Date as if made on and as of such date and the Xxxxxxx Group
shall have received a certificate signed on behalf of PCB by its Chief
Executive Officer or its Chief Financial Officer to such effect;
(b) At the Closing, in order to receive any Purchase Price, PCB shall
deliver to the Xxxxxxx Group the Certificates representing its issued and
outstanding Columbia Stock, duly endorsed in blank or accompanied by duly
executed assignment documents as directed by the Xxxxxxx Group;
(c) At the Closing, 100% of the aggregate number of shares of Columbia
Stock beneficially owned by PCB must be tendered by PCB; and
(d) The receipt by the Xxxxxxx Group of usual and customary executed
and dated closing documents from PCB.
Section 5.3 Conditions to Obligations of PCB to Effect the Stock
Purchase. The obligations of PCB to effect the Stock Purchase shall be
subject to the fulfillment (or waiver by PCB) at or prior to the Closing Date
of the following additional conditions:
(a) The Xxxxxxx Group shall have performed in all material respects
each of its agreements contained in this Agreement required to be performed on
or prior to the Closing Date, each of the representations and warranties of
the Xxxxxxx Group contained in this Agreement shall be true and correct in all
material respects on and as of the Closing Date as if made on and as of such
date and PCB shall have received a certificate signed by each member of the
Xxxxxxx Group as listed on the signature page hereto to such effect;
(b) At the Closing, in order to receive the respective Certificates
representing the Columbia Stock, the Xxxxxxx Group shall pay to PCB the
Purchase Price in immediately available funds; and
5
(c) The receipt by PCB of usual and customary executed and dated
closing documentation from the Xxxxxxx Group.
ARTICLE 6
TERMINATION, AMENDMENT AND WAIVER
Section 6.1 Termination. This Agreement may be terminated or shall
terminate, as the case may be, at any time prior to the Closing Date:
(a) by mutual written consent of PCB and the Xxxxxxx Group;
(b) by PCB, if the Xxxxxxx Group shall have failed to comply in any
material respect with any of its covenants or agreements contained in this
Agreement required to be complied with prior to the date of such termination,
which failure to comply has not been cured within ten (10) Business Days
following receipt by the Xxxxxxx Group of written notice from PCB of such
failure to comply;
(c) by the Xxxxxxx Group, if PCB shall have failed to comply in any
material respect with any of its covenants or agreements contained in this
Agreement required to be complied with prior to the date of such termination,
which failure to comply has not been cured within ten (10) Business Days
following receipt by PCB of written notice from the Xxxxxxx Group of such
failure to comply;
(d) by either PCB on the one hand or by the Xxxxxxx Group, on the other
hand if there has been a breach by the other Party of any representation or
warranty which has the effect of making such representation or warranty not
true and correct in any material respect, which breach has not been cured
within ten (10) Business Days following receipt by the breaching Party from
the nonbreaching Party of written notice of the breach; and
(e) by either PCB on the one hand or by the Xxxxxxx Group on the other
hand, if the Closing does not occur on or prior to March 31, 2007, provided,
however, that neither Party will have any right to terminate this Agreement
pursuant to this Section 6.1(e) if such denial shall be due to the failure of
the other Party to perform or observe their respective covenants and
agreements set forth herein.
The right of any Party named above to terminate this Agreement pursuant
to this Section 6.1 shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of any Party hereto, any
person controlling any such Party or any of their respective officers or
directors, whether prior to or after the execution of this Agreement.
Section 6.2 Effect of Termination. (a) In the event of termination of
this Agreement by either PCB or the Xxxxxxx Group, as provided in Section 6.1,
this Agreement shall forthwith become void and there shall be no liability
hereunder on the part of the Xxxxxxx Group or PCB, or its officers, directors,
or employees (except for Section 4.1 and Section 6.2, which shall survive the
termination); provided, however, that nothing contained in this Section 6.2
shall relieve either PCB or the Xxxxxxx Group from any liability for any
willful breach of a representation or warranty contained in this Agreement or
the breach of any covenant contained in this Agreement.
(b) If this Agreement is terminated by the Xxxxxxx Group pursuant to
paragraph (c), (d) or (e) of Section 6.1, PCB shall reimburse the Xxxxxxx
Group for any expenses, including attorneys fees, reasonably incurred by the
Xxxxxxx Group in connection with this Agreement and the Stock Purchase, not to
exceed $50,000. Such amounts shall be due and payable within ten (10)
calendar days following
6
receipt by PCB of a demand for payment from the Xxxxxxx Group listing the
expenses for which they seek reimbursement.
(c) If this Agreement is terminated by PCB pursuant to paragraph (b),
(d) or (e) of Section 6.1, the Xxxxxxx Group shall reimburse PCB for any
expenses, including attorneys fees, reasonably incurred by PCB in connection
with this Agreement and the Stock Purchase, not to exceed $50,000. Such
amounts shall be due and payable within ten (10) calendar days following
receipt by the Xxxxxxx Group of a demand for payment from PCB listing the
expenses for which it seeks reimbursement.
Section 6.3 Specific Performance. The Parties hereto agree that
irreparable damage would occur in the event that the provisions contained in
this Agreement were not performed in accordance with its specific terms or was
otherwise breached. It is accordingly agreed that the Parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions thereof in any court of
the United States or any state having jurisdiction, this being in addition to
any other remedy to which they are entitled at law or in equity.
Section 6.4 Amendment. This Agreement may be amended by the Parties at
any time before the Closing Date. This Agreement may not be amended except by
an instrument in writing signed by or on behalf of each of the Parties.
Section 6.5 Waiver. At any time prior to the Closing Date, any of the
Parties hereto may (i) extend the time for the performance of any of the
obligations or other acts of the other Parties hereto, (ii) waive any
inaccuracies in the representations and warranties contained herein or in any
document delivered pursuant hereto, and (iii) waive compliance with any of the
agreements or conditions contained herein which may legally be waived. Any
agreement on the part of a Party hereto to any such extension or waiver shall
be valid only if set forth in an instrument in writing signed by or on behalf
of such Party.
ARTICLE 7
GENERAL PROVISIONS
Section 7.1 Survival of Representations and Warranties. The
representations and warranties in this Agreement or in any instrument
delivered pursuant to this Agreement shall survive for a period of one year
from the Closing Date.
Section 7.2 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed given when delivered personally, one
Business Day after being delivered to an overnight courier or when telecopied
(with a confirmatory copy sent by overnight courier) to the Parties at the
following addresses (or at such other address for a Party as shall be
specified by like notice):
(a) if to PCB, to:
Peoples Community Bancorp, Inc.
0000 Xxxx Xxxxxxx Xxxx
X.X. Xxx 0000
Xxxx Xxxxxxx, Xxxx 00000-0000
Attention: Xxxxx X. Xxxxxxxx, President
Facsimile No.: (000) 000-0000
7
with a copy (which shall not constitute notice) to:
Elias, Matz, Xxxxxxx & Xxxxxxx L.L.P.
000 00xx Xxxxxx, X.X., 00xx Xxxxx
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxx X. Xxxxxxxx, Esq.
Facsimile No.: (000) 000-0000
(c) if to the Reckman Group, to:
Xxxx X. Xxxxxxx, Esq.
Wood & Xxxxxxx LLP
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, Xxxx 00000-0000
Facsimile No.: (000) 000-0000
with a copy (which shall not constitute notice) to:
Xxxxxxx X. Xxxxxxx
00 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
Section 7.3 Interpretation. When a reference is made in this Agreement
to a Section, such reference shall be to a Section of this Agreement unless
otherwise indicated. The table of contents and headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. Whenever the words "include,"
"includes" or "including" are used in this Agreement, they shall be deemed to
be followed by the words "without limitation." Where the context requires,
any gender reference will apply to the appropriate gender and the singular
shall include the plural.
Section 7.4 Counterparts. This Agreement may be executed in
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more counterparts have been signed by each
of the Parties and delivered to the other Parties.
Section 7.5 Entire Agreement; No Third Party Beneficiaries. This
Agreement constitutes the entire agreement and supersedes all prior agreements
and understandings, both written and oral, among the Parties with respect to
the subject matter hereof. This Agreement is not intended to confer upon any
person other than the Parties hereto any rights or remedies hereunder. This
Agreement is binding upon, and will inure to the benefit of, the Parties,
their heirs, estates, personal representatives and permitted assigns and all
agreements made herein shall survive the death or incapacity of each member of
the Xxxxxxx Group.
Section 7.6 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Ohio, regardless of the
laws that might otherwise govern under applicable principles of conflicts of
laws thereof.
Section 7.7 Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the Parties
hereto (whether by operation of law or otherwise).
Section 7.8 Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of
law, or public policy, all other terms, conditions and provisions
8
of this Agreement shall nevertheless remain in full force and effect so long
as the economic and legal substance of the transactions contemplated hereby
are not affected in any manner materially adverse to any Party. Upon such
determination that any term or other provision is invalid, illegal or
incapable of being enforced, the Parties shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the Parties as
closely as possible in a mutually acceptable manner in order that the
transactions contemplated by this Agreement may be consummated as originally
contemplated to the fullest extent possible.
[SIGNATURES APPEAR ON NEXT PAGE]
9
IN WITNESS WHEREOF, the Parties hereto have signed this Agreement or
caused this Agreement to be signed by their respective officers thereunto duly
authorized all as of the date first written above.
PEOPLES COMMUNITY BANCORP, INC.
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
XXXXXXX GROUP:
/s/ Xxxx X. Xxxxxxx
----------------------------------------------
Xxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------------------
Xxxxxxx X. Xxxxxxx
/s/ Xxxx X. Xxxxxxx
----------------------------------------------
Xxxx X. Xxxxxxx
/s/ Xxxx Xx Xxxxxxx
----------------------------------------------
Xxxx Xx Xxxxxxx
Appendix A
LINE OF CREDIT
The open-end Line of Credit provided to the Xxxxxxx Group by PCB will be
in the form of a secured line of credit with the following terms:
Amount $3,600,000
Rate Fixed rate 7.0%
Payment Date Interest only quarterly payments commencing
January 1, 2007
Interest Due Calculation Based upon funds drawn
Closing costs or annual fees None
Prepayment penalties None
Term Ten-year balloon
Additional terms:
* Personal signatures of all members of the Xxxxxxx Group will be
required on loan documents.
* All shares of Columbia currently owned and to be purchased by
the Xxxxxxx Group and their respective trusts must be pledged
as collateral and held in safekeeping by PCB.
* The Line of Credit will include standard loan covenants and
language as customarily used by PCB.
* Checks will be provided to the Xxxxxxx Group for withdrawing
funds.
A-1
