EXHIBIT F
TO
STOCK PURCHASE AGREEMENT
("Bancorp/Xxxxx/Director Release" per Section 6.2(g))
SPECIFIC RELEASE
FOR VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby
acknowledged, except as stated below, the undersigned (individually, a
"Releasing Party" and collectively, the "Releasing Parties") hereby releases and
forever discharges Citibank, N.A. ("Citibank") and each of Citibank's parents,
subsidiaries and affiliates (collectively, the "Released Entities" and
individually, a "Released Entity"), and all officers, directors, predecessors,
successors, assigns, employees, agents, representatives, lawyers and consultants
of each Released Entity, and all heirs, successors and assigns of each such
Released Entity and such other persons and entities, and all persons acting by,
through, or in concert with them, or any of them (individually, a "Released
Party" and collectively, the "Released Parties"), of and from any and all manner
of action or actions, cause or causes of action, in law or in equity, suits,
debts, liens, contracts, agreements, promises, liabilities, claims, demands,
damages, losses, costs or expenses, of any nature whatsoever, known or unknown,
fixed or contingent, arising from the day before the beginning of time to the
date of execution hereof (together, "Claims"), which the undersigned now has or
may hereafter have against the Released Parties, or any of them, by reason of
any matter, cause, or thing arising from or in connection with, or in any way
relating to:
(1) that certain Stock Purchase Agreement dated April 11, 1994, between
Citibank, N.A. ("Citibank") and National Bancshares, Inc. ("NBI");
(2) that certain Stock Purchase Agreement, as Amended dated June 1, 1994,
between Citibank and NBI;
(3) any dealings, negotiations, discussions, communications, agreements, or
contracts between or among any Released Party or any of their parents,
subsidiaries, or affiliates, or any of their officers, directors,
employees, agents, representatives or lawyers, and any person or entity
relating to a purchase, sale or any other disposition of the shares of
common stock of Xxxxxxx Xxxxx National Bancorp, Inc. ("Bancorp") pledged to
Citibank as collateral (the "Shares") or of Bancorp or the Xxxxx National
Bank (the "Bank") (or of any interest in any of them);
(4) any dealings, negotiations, discussions, communications, agreements, or
contracts between the Releasing Parties or any of their parents,
subsidiaries or affiliates, or any of their officers, directors, employees,
agents, representatives or lawyers, and any person or entity relating to
the purchase, sale or any other disposition of the Shares or of Bancorp or
the Bank (or of any interest in any of them);
(5) any action or inaction by or on behalf of the Released Parties, or any
of them, relating to the Shares, Bancorp or the Bank;
(6) that certain Rights Agreement dated as of April 12, 1994 between
Bancorp and the First National Bank of Maryland as Rights Agent, as
amended;
(7) any matter or thing that is the subject matter of any claim,
counterclaim, defense or allegation that was made in that certain lawsuit
currently pending in the Chancery Court of the State of Delaware in and for
New Castle County, captioned Citibank, N.A. v. Xxxxxxx Xxxxx National
Bancorp, Inc., et al., Case No. C.A. 13464;
(8) any action or inaction of the Released Parties, or any of them, in
connection with Citibank's status as a pledgee or alleged shareholder of
the Shares; and
(9) any breach of fiduciary duty, or alleged breach of fiduciary duty, by
the Released Parties, or any of them, in connection with Bancorp, Xxxxx or
the Shares.
(individually, a "Released Claim," and collectively, "Released Claims").
Notwithstanding the foregoing, the terms, "Released Claim" and "Released
Claims," shall not include, and this Release shall not release, discharge, alter
or impair any Claim, that:
(a) does not arise from, or is not in connection with or related to items 1
through 9, above;
(b) arises solely under the terms of the Term Loan Agreement or the Pledge
Agreement, each dated August 24, 1988, between Citibank as lender and Xxxx
X. Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxx, Xxxxxxx X.
Xxxx, the Wynmark Trust and the X.X. Xxxxxxx Trust as borrowers (the
"Borrowers"), and is a
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Claim which is, and continuously has been, owned and held by one or more of
such Borrowers;
(c) arises solely under the terms of that certain settlement agreement
dated as of June 30, 1994 between Citibank and Xxxxxxx X. Xxxx ("Xxxx"),
and is a Claim which is, and continuously has been owned and held by Xxxx;
or
(d) arises under, or constitutes a contract, agreement, promise, right,
privilege, immunity or indebtedness under, that certain Stock Purchase
Agreement dated April __, 1995 (as may be amended from time to time)
between Citibank and Xxxxxxxx X. Xxxxxxxx, or under the "Escrow Agreement,"
as such term is defined therein.
Each of the Releasing Parties represents and warrants to the Released
Parties that he, she or it has not assigned or transferred any interest in any
Released Claim, and each of the Releasing Parties agrees individually, and not
jointly, to indemnify and hold the Released Parties harmless from any liability,
Claim, demand, damages, costs, expenses and attorneys' fees incurred as a result
of any person asserting any such assignment or transfer of any rights or claims
under such assignment or transfer by such Releasing Party. It is the intention
of each of the Releasing Parties that this indemnity does not require payment as
a condition precedent to recovery by the Released Parties from the undersigned
under this indemnity.
Each of the Releasing Parties agrees that if he, she or it hereafter
commences, joins in, or in any manner seeks relief through any suit arising out
of, based upon, or relating to any of the Released Claims or in any manner
asserts against a Released Party any of the Released Claims, then such Releasing
Party will pay to such Released Party, in addition to any other damages caused
thereby, all attorneys' fees incurred by the Released Party in defending or
otherwise responding to said suit or claim.
Each Released Party, by accepting the benefits of this Release, and the
undersigned further understand and agree that the execution and acceptance of
this Release shall not constitute or be construed as an admission of any
liability, claim, defense or counterclaim by or against any party.
[SIGNATURE(S) FOLLOW]
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[individual]
STATE OF )
) ss.
CITY/COUNTY OF )
On this ___ day of _______________, in the year 1995, before me, the
undersigned, personally appeared _________________________________, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to this instrument, and acknowledged that
[he/she] executed it.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
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Notary Public in and for
Said County and State
[Seal]
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[Corporation]
By: ________________________________________
Title: _____________________________________
STATE OF )
) ss.
CITY/COUNTY OF )
On this ____ day of _____________, in the year 1995, before me, the
undersigned, personally appeared ________________________________, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person who executed the within instrument as
[president/vice-president/secretary] or on behalf of the corporation therein
named and acknowledged that the corporation executed it.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
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Notary Public in and for
Said County and State
[Seal]
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