Exhibit 2.2
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of August 18,
1998, is made by and between Central Financial Services, Inc., a Florida
corporation ("Seller"), and United Financial Corp., a Minnesota corporation (the
"Company").
RECITALS
The background of this Agreement is as follows:
A. Seller is the record and beneficial owner of 150,000 shares (the
"Subject Shares") of common stock, $.10 par value, of Valley Bancorp, Inc.
("Valley Bancorp.") and is a director of Valley Bancorp.;
B. Valley Bancorp is the sole shareholder of Valley Bank of Arizona
("Valley Bank"), an Arizona state-chartered bank;
C. Seller desires to sell the Subject Shares to the Company, and the
Company desires to purchase the Subject Shares from Seller, on the terms and
conditions set forth in this Agreement; and
D. The Company is also intending to simultaneously purchase 267,705
Valley Bancorp shares from one or more third parties unrelated to Seller.
AGREEMENT
For good and valuable consideration, in money or money's worth, the
receipt and sufficiency of which is hereby acknowledged, the parties to this
Agreement hereby agree as follows:
1. Purchase and Sale of the Subject Shares. Seller hereby agrees to
sell, grant, assign and transfer the Subject Shares to the Company, and the
Company hereby agrees to purchase and acquire the Subject Shares from Seller, on
the terms and subject to the conditions set forth in this Agreement.
2. Purchase Price and Payment. The purchase price (the "Purchase
Price") to be paid by the Company to Seller for the Subject Shares shall be Six
Dollars and Twenty-Five Cents ($6.25) per share, to be paid in immediately
available funds or by certified check at Closing (as defined below).
3. Representations and Warranties of Seller. As an inducement to the
Company to enter into this Agreement and to complete the purchase of the Subject
Shares on the terms contemplated by this Agreement, Seller hereby represents and
warrants to the Company as follows:
(a) Seller has the power and authority to execute and deliver this
Agreement and to sell the Subject Shares;
Page E - 6
(b) The Subject Shares will be transferred to the Company free and
clear of any and all liens, encumbrances or other restrictions
of any kind or nature, including without limitation security
interests, claims, pledges, options, charges, agreements,
voting trusts, proxies or other arrangements or limitations of
any kind;
(c) Seller has full power, capacity and authority to transfer,
assign and deliver the Subject Shares to the Company and there
are no rights of first refusal or shareholder agreements
relating to the Subject Shares;
(d) This Agreement has been duly executed and delivered by Seller
and constitutes the valid and binding obligation of Seller,
enforceable in accordance with its terms;
(e) To my knowledge, since the date of the latest Valley Bancorp.
financial statements furnished to the Company, there has been
no material adverse change in the assets, financial condition,
operating results, business condition or prospects of Valley
Bancorp.;
(f) I am not aware of any material contingent liabilities,
including material litigation or threats thereof, of Valley
Bancorp., (i) except as disclosed in the latest Valley
Bancorp. financial statements furnished to United or (ii)
other than contingent liabilities which may have been incurred
in the ordinary course of business of Valley Bancorp.; and
(g) I am not aware that Valley Bancorp. has received any
materially adverse rulings, letters or communications from, or
entered into any restrictive agreements (including memoranda
of understanding or cease and desist orders) with, any bank
regulatory authorities.
4. Representations and Warranties of the Company. As an inducement to
Seller to enter into this Agreement and to complete the sale of the Subject
Shares on the terms contemplated by this Agreement, the Company represents and
warrants to Seller as follows:
(a) Proper corporate action has been taken by the Company to
authorize the execution, delivery and implementation of this
Agreement; and
(b) This Agreement has been duly executed and delivered by the
Company and constitutes the valid and binding obligation of
the Company, enforceable in accordance with its terms.
5. Closing. The closing (the "Closing") of the sale and purchase
contemplated by this Agreement shall take place as soon as practicable (but no
later than 10 business days) after receipt of the regulatory approvals
contemplated by Section 12 hereof or at such other time, place, date or manner
as is mutually agreeable to Seller and the Company. At the Closing,
Page E - 7
the Company shall pay Seller the Purchase Price as set forth in Section 2
hereof, and Seller shall deliver to the Company the materials referenced in
Section 6(b) hereof (the "Closing Date").
6. Conditions to the Company's Obligations. The obligation of the
Company to consummate the transactions contemplated by this Agreement is subject
to the satisfaction of the following conditions:
(a) The representations and warranties set forth in Section 3
hereof shall be true and correct in all material respects at
and as of the Closing Date as though then made and as though
the Closing Date had been substituted for the date of this
Agreement throughout such representations and warranties.
(b) On the Closing Date, Seller shall deliver to the Company all
of the following:
(i) All stock certificates representing the Subject
Shares, duly endorsed for transfer or accompanied by
a duly executed stock power; and
(ii) such other certificates, documents and instruments as
the Company may reasonably request related to the
transactions contemplated hereby.
(c) The regulatory approvals contemplated by Section 12 hereof
shall have been obtained and not have been withdrawn.
(d) The 267,705 Valley Bancorp. shares to be purchased by the
Company from or through Stockton Trust shall be purchased
simultaneously.
7. Conditions to Seller's Obligations. The obligations of Seller to
consummate the transactions contemplated by this Agreement are subject to the
satisfaction of the following conditions:
(a) The representations and warranties set forth in Section 4
hereof will be true and correct in all material respects at
and as of the Closing Date as though then made and as though
the Closing Date had been substituted for the date of this
Agreement throughout such representations and warranties.
(b) On the Closing Date, the Company shall pay Seller the Purchase
Price as set forth in Section 2 hereof.
(c) The Company shall deliver to Seller such other certificates,
documents and instruments as Seller may reasonably request
related to the transactions contemplated hereby, including
board resolutions showing who is authorized to sign on behalf
of the Company.
8. Termination. This Agreement may be terminated at any time prior to
the Closing by the mutual written consent of the Company and Seller. In the
event of termination of this Agreement, this Agreement
Page E - 8
shall become void and there shall be no liability on the part of either the
Company or Seller. The Agreement may also be terminated by the Company or Seller
if the Closing has not occurred by October 15, 1998; provided, however, that the
Company may extend such date up to 60 additional days if the Company is still
waiting for the regulatory approvals contemplated by Section 12 hereof.
9. Survival of Representations and Warranties. Notwithstanding any
investigation made by or on behalf of any of the parties hereto or the results
of any such investigation and notwithstanding the participation of such party in
the Closing, the representations and warranties contained in Sections 3 and 4
hereof shall survive the Closing.
10. Indemnification by the Company. The Company agrees to indemnify
Seller, and hold Seller harmless from and against any loss, liability,
deficiency, damage, expense or cost (including reasonable attorneys fees and
costs) which Seller may suffer, sustain or become subject to, as a result of (a)
any misrepresentation in any of the representations and warranties of the
Company contained in this Agreement, or (b) any breach of, or failure to
perform, any agreement of the Company contained in this Agreement.
11. Indemnification by Seller. Seller agrees to indemnify the Company
and hold the Company harmless from and against any loss, liability, deficiency,
damage, expense or cost (including reasonable attorneys fees and costs), which
the Company may suffer, sustain or become subject to, as a result of (a) any
misrepresentation in any of the representations and warranties of Seller
contained in this Agreement, or (b) any breach of, or failure to perform, any
agreement of Seller contained in this Agreement.
12. Regulatory Approvals. Regulatory approval for the consummation of
the transactions contemplated hereby shall have been obtained from (i)the Board
of Governors of the Federal Reserve System, (ii) the Arizona Superintendent of
Banking and (iii)any other governmental authority from whom approval is
required, and all other statutory or regulatory waiting periods shall have
lapsed. None of such approvals shall contain any conditions or restrictions that
the Company reasonably believes will materially restrict or limit the business
or activities of the Company, Valley Bancorp or Valley Bank or have a material
adverse effect on, or would be reasonably likely to have a material adverse
effect on, the business, operations or financial condition of the Company, on
the one hand, or Valley Bancorp and Valley Bank, taken as a whole, on the other
hand. The Company agrees to use its best efforts to file its required bank
regulatory applications within 10 days of the execution and delivery of this
Agreement.
13. Attorney Fees. If any action at law or in equity is necessary to
enforce this Agreement or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which such party may be
entitled.
14. Taxes. Seller shall pay any and all stamp and other taxes payable
or determined to be payable in connection with the execution and delivery of
this Agreement, the transfer of the Subject Shares pursuant to
Page E - 9
this Agreement, the Subject Shares and other instruments and documents to be
delivered hereunder or thereunder and agrees to indemnify and hold the Company
harmless from and against any and all liabilities with respect to or resulting
from any delay in paying or omission to pay such taxes and filing fees.
15. Miscellaneous. This Agreement shall be binding upon and shall inure
to the benefit of and be enforceable against the parties hereto and their
respective successors and assigns and shall in all respects be governed by, and
enforced and interpreted in accordance with, the laws of the State of Minnesota.
This Agreement embodies the entire agreement between Seller and the Company with
respect to the sale of the Subject Shares and supersedes all prior agreements
and understandings, whether written or oral, between them with respect to such
sale. This Agreement may not be amended or waived except in a writing executed
by the party against whom such amendment or waiver is sought to be enforced. No
course of dealing between or among any persons having an interest in this
Agreement will be deemed effective to modify or amend any part of this Agreement
or any rights or obligations of any person under or by reason of this Agreement.
Neither this Agreement, nor any of the rights, interests or obligations
hereunder, shall be assigned by either party hereto without the prior written
consent of the other party, except that the Company may assign this Agreement to
a wholly-owned subsidiary of the Company without the consent of Seller. Whenever
possible, each provision of this Agreement will be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Agreement is held to be prohibited by or invalid under applicable law, such
provision will be ineffective only to the extent that such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement. This Agreement may be executed in one or
more counterparts, including facsimiles, any one of which need not contain the
signatures of more than one party, but all such counterparts taken together
shall constitute one and the same instrument.
Page E - 10
IN WITNESS WHEREOF, the Company and Seller have executed this agreement
as of the date set forth above.
UNITED FINANCIAL CORP.
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
CENTRAL FINANCIAL SERVICES, INC.
By: /s/ Xxxx X. Xxxxxxxx
-----------------------------------
Xxxx Xxxxxxxx
Page E - 11
