EXHIBIT 10.2
AGREEMENT OF MERGER BETWEEN VECTRA BANK COLORADO, NATIONAL ASSOCIATION
AND THE MINNEQUA BANK OF PUEBLO
AGREEMENT OF MERGER
This Agreement of Merger is made and entered into as of July 10, 2001,
between VECTRA BANK COLORADO, NATIONAL ASSOCIATION ("Vectra Bank"), a national
banking association organized under the laws of the United States, and THE
MINNEQUA BANK OF PUEBLO (the "Bank"), a banking corporation organized under the
laws of the State of Colorado. Vectra Bank and the Bank are hereinafter
sometimes individually called a "Constituent Association" and collectively
called the "Constituent Associations."
RECITALS
Vectra Bank is a national banking association duly organized, validly
existing and in good standing under the laws of the United States. As of July
10, 2001, the authorized capital stock of Vectra Bank consisted of 2,000,000
shares of Common Stock, $5.00 par value, of which 1,037,000 shares were issued
and outstanding; no shares of capital stock were held in its treasury on such
date.
The Bank is a banking corporation organized under the laws of the State
of Colorado. As of July 10, 2001, the authorized capital stock of the Bank
consisted of 11,250 shares of Bank Common Stock, $100.00 par value (the "Bank
Common Stock"), of which 11,250 shares were issued and outstanding; no shares of
capital stock were held in its treasury on such date.
Vectra Bank and the Bank have entered into an Agreement and Plan of
Reorganization, dated July 10, 2001 (the "Plan of Reorganization"), setting
forth certain representations, warranties, and agreements in connection with the
transactions therein and herein contemplated, which contemplates the merger of
the Bank with and into Vectra Bank (the "Merger") in accordance with this
Agreement of Merger (the "Agreement").
The Boards of Directors of each of Vectra Bank and the Bank deem the
Merger advisable and in the best interests of each association and its
stockholders. The Boards of Directors of each of Vectra Bank and the Bank, by
resolutions duly adopted, have approved the Plan of Reorganization. The Boards
of Directors of each of Vectra Bank and the Bank, by resolutions duly adopted,
have approved this Agreement. The Boards of Directors of each of Vectra Bank and
the Bank have directed that this Agreement, and authorization for the
transactions contemplated hereby, be submitted to stockholders of Vectra Bank
and the Bank respectively for approval.
In consideration of the premises and the mutual covenants and agreements
herein contained and subject to the terms and conditions of the Agreement, the
parties hereto hereby covenant and agree as follows:
ARTICLE I
1.1. MERGER OF THE BANK INTO VECTRA BANK. The Bank shall be merged with
and into Vectra Bank on the date and at the time to be specified in
documentation to be filed by Vectra Bank with the Comptroller of the Currency
pursuant to the National Bank Act (such date and time being referred to herein
as the "Effective Date").
1.2. EFFECT OF THE MERGER. At the Effective Date:
(a) The Bank and Vectra Bank shall be a single association, which
shall be Vectra Bank. Vectra Bank is hereby designated as the surviving
association in the Merger and is hereinafter sometimes called the "Surviving
Association."
(b) The separate existence of the Bank shall cease.
(c) The currently outstanding 1,037,000 shares of common stock of
Vectra Bank, each of $5.00 par value, will remain outstanding as shares of the
$5.00 par value common stock of Vectra Bank, and the holders of such stock shall
retain their present rights.
(d) The shares of Bank Common Stock shall be canceled.
(e) The Surviving Association shall have all the rights,
privileges, immunities, and powers and shall assume and be subject to all the
duties and liabilities of a national banking association organized under the
National Bank Act.
(f) The Surviving Association shall thereupon and thereafter
possess all of the rights, privileges, immunities, and franchises, of a public
as well as of a private nature, of each of the Constituent Associations; and all
property, real, personal and mixed, and all debts due on whatever account,
including subscriptions to shares and all other choses in action, and all and
every other interest of and belonging to or due to each of the Constituent
Associations shall be taken and deemed to be transferred to and vested in the
Surviving Association without further act or deed; and the title to any real
estate, or any interest therein, vested in either of the Constituent
Associations shall not revert or be in any way impaired by reason of the Merger.
(g) The Surviving Association shall thenceforth be responsible and
liable for all the liabilities and obligations of each of the Constituent
Associations; and any claim existing or action or proceeding pending by or
against either of the Constituent Associations may be prosecuted as if the
Merger had not taken place, or the Surviving Association may be substituted in
its place. The Surviving Association expressly assumes and agrees to perform all
of the liabilities and obligations of the Bank. Neither the rights of creditors
nor any liens upon the property of either Constituent Association shall be
impaired by the Merger.
(h) The name of the Surviving Association shall be "Vectra Bank
Colorado, National Association."
(i) The Articles of Association of Vectra Bank as they exist
immediately prior to the Effective Date shall be the Articles of Association of
the Surviving Association until later amended pursuant to the laws of the United
States.
(j) The By-Laws of Vectra Bank as they exist immediately prior to
the Effective Date shall be the By-Laws of the Surviving Association until later
amended pursuant to the laws of the United States.
1.3. ACTS TO CARRY OUT THIS MERGER PLAN.
(a) The Bank and its proper officers and directors shall and will
do all such acts and things as may be necessary or proper to vest, perfect, or
confirm title to such property or rights in Vectra Bank and otherwise to carry
out the purposes of this Agreement.
(b) If, at any time after the Effective Date, Vectra Bank shall
consider or be advised that any further assignments or assurances in law or any
other acts are necessary or desirable to (i) vest, perfect, or confirm, of
record or otherwise, in Vectra Bank its right, title, or interest in or under
any of the rights, properties, or assets of the Bank acquired or to be acquired
by Vectra Bank as a result of, or in connection with, the Merger, or (ii)
otherwise carry out the purposes of this Agreement, the Bank and its proper
officers and directors shall be deemed to have granted to Vectra Bank an
irrevocable power of attorney to execute and deliver all such proper deeds,
assignments, and assurances in law and to do all acts necessary or proper to
vest, perfect, or confirm title to and possession of such rights, properties, or
assets in Vectra Bank and otherwise to carry out the purposes of this Agreement;
and the proper officers and directors of Vectra Bank are fully authorized in the
name of the Bank or otherwise to take any and all such action.
ARTICLE II
2.1. COUNTERPARTS. This Agreement may be executed in two or more
counterparts each of which shall be deemed to constitute an original, but such
counterparts together shall be deemed to be one and the same instrument and to
become effective when one or more counterparts have been signed by each of the
parties hereto. It shall not be necessary in making proof of this Agreement or
any counterpart of this Agreement to produce or account for the other
counterpart.
2.2. SECTION HEADINGS. The section and subsection headings herein have
been inserted for convenience of reference only and shall in no way modify or
restrict any of the terms or provisions of this Agreement. Any reference to a
"person" herein shall include an individual, firm, corporation, partnership,
trust, government or political subdivision or agency or instrumentality thereof,
association, unincorporated organization, or any other entity.
2.3. CHOICE OF LAW AND VENUE. This Agreement shall be governed by,
construed, and enforced in accordance with the laws of the State of Colorado,
without giving effect to the principles of conflict of law thereof. The parties
hereby designate Denver County, Colorado to be the proper jurisdiction and venue
for any suit or action arising out of this Agreement. Each of the parties
consents to personal jurisdiction in such venue for such a proceeding and agrees
that it may be served with process in any action with respect to this Agreement
or the transactions contemplated thereby by certified or registered mail, return
receipt requested, or to its registered agent for service of process in the
State of Colorado. Each of the parties irrevocably and unconditionally waives
and agrees, to the fullest extent permitted by law, not to plead any objection
that it may now or hereafter have to the laying of venue or the convenience of
the forum of any action or claim with respect to this Agreement or the
transactions contemplated thereby brought in the courts aforesaid.
2.4. BINDING AGREEMENT. This Agreement shall be binding upon the parties
and their respective successors and assigns.
2.5. AMENDMENT. Anything herein or elsewhere to the contrary
notwithstanding, to the extent permitted by law, this Agreement may be amended,
supplemented, or interpreted at any time prior to the Effective Date by written
instrument duly authorized and executed by each of the parties hereto.
2.6. TERMINATION. This Agreement shall terminate and be abandoned upon
(i) termination of the Plan of Reorganization or (ii) the mutual consent of
Vectra Bank and the Bank at any time prior to the Effective Date, and there
shall be no liability on the part of either of the parties hereto (or any of
their respective officers or directors) except to the extent provided in the
Plan of Reorganization.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
VECTRA BANK COLORADO, NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
President and Chief Executive Officer
THE MINNEQUA BANK OF PUEBLO
By: /s/ Xxxx X. Marvel
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