EXHIBIT 2.2
ASSIGNMENT AGREEMENT
This Assignment Agreement (this "Assignment") is made as of May 6, 2003
by and among Univest National Bank and Trust Co., a national banking association
("Parent"), UNB Acquisition, Inc., a Pennsylvania business corporation
("Temporary Corp."), UNB Interim Acquisition Bank, a Pennsylvania chartered
interim bank ("Interim Bank"), and First County Bank, a Pennsylvania chartered
commercial bank ("First County").
Background
An Amended and Restated Merger Agreement was executed by Univest
National Bank and Trust Co., UNB Acquisition, Inc. and First County Bank as of
March 24, 2003 (the "Merger Agreement"). Because of a change in regulatory
position, it is required that the "Merger Sub" (as defined in the Merger
Agreement) be a Pennsylvania interim bank instead of a Pennsylvania business
corporation as presently provided in the Merger Agreement. Therefore, a
Pennsylvania interim bank has been incorporated by Parent under the name "UNB
Interim Acquisition Bank" which will have no assets (other than a minimum amount
of required capital), no liabilities and no business activity, to act in
substitution for Temporary Corp. under the Merger Agreement. Accordingly, the
parties hereto wish to effect an assignment of all of the rights and obligations
of Temporary Corp. under the Merger Agreement to Interim Bank and to have
Interim Bank agree to accept, assume and perform such rights and obligations.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements contained herein the parties, intending to be legally bound hereby
agree as follows:
1. The Background section of this Assignment is hereby incorporated in
this Assignment by reference. Temporary Corp. here assigns and transfers all of
its right, title and interest in and to all of its rights and obligations under
the Merger Agreement to Interim Bank. Interim Bank hereby agrees to accept,
assume, perform and be bound by all such rights and obligations under terms of
the Merger Agreement and to act in compliance therewith. Parent and First County
hereby consent to the said assignment and assumption.
2. The definition of Merger Sub in the Merger Agreement shall mean and
refer exclusively to Interim Bank. Wherever in the Merger Agreement reference is
made to the term "Merger Sub" it shall mean and refer solely to Interim Bank.
Temporary Corp. shall have no further interest of any kind whatsoever in or
under the Merger Agreement.
3. This Assignment shall inure to the benefit of and be binding upon the
parties hereto and their successors.
4. This Assignment may be executed in any number of counterparts, and each
such counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.
5. This Assignment shall be governed by and construed in accordance with
domestic and internal law of the Commonwealth of Pennsylvania.
SIGNATURE PAGE FOLLOWS
IN WITNESS WHEREOF, the parties hereto have caused this Assignment
Agreement to be executed by their duly authorized officers as of the day and
year first-above written.
UNIVEST NATIONAL BANK AND TRUST CO.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, President
UNB ACQUISITION, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, President
UNB INTERIM ACQUISITION BANK
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, President
FIRST COUNTY BANK
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, President
