TERMINATION AGREEMENT
TERMINATION AGREEMENT dated as of March 27, 2001, by and between THE PEOPLES
BANCTRUST COMPANY, INC., an Alabama business corporation ("BancTrust"), and
SOUTH ALABAMA BANCORPORATION, INC., an Alabama business corporation ("South
Alabama").
WITNESSETH
WHEREAS, BancTrust and South Alabama entered into an Agreement and Plan of
Merger dated as of January 17, 2001 (the "Merger Agreement"), which provided
for the merger of BancTrust with and into South Alabama, with South Alabama
as the surviving corporation (the "Merger"); and
WHEREAS, as an inducement to and condition of the parties' willingness to
enter into the Merger Agreement, South Alabama granted to BancTrust an option
pursuant to the South Alabama Option Agreement dated as of January 17, 2001
(the "South Alabama Option Agreement") and BancTrust granted to South Alabama
an option pursuant to the BancTrust Option Agreement dated as of January 17,
2001 (the "BancTrust Option Agreement"); and
WHEREAS, concurrently with the execution and delivery of the Merger
Agreement, BancTrust and each of the directors of South Alabama, and South
Alabama and each of the directors of BancTrust, entered into voting
agreements in the form attached to the Merger Agreement (the "Voting
Agreements"); and
WHEREAS, both the Board of Directors of BancTrust and the Board of
Directors of South Alabama desired to merge their respective companies in a
transaction structured as a merger of equals; and
WHEREAS, after substantial completion of their due diligence
examinations of each other and careful consideration of the Merger with their
respective managements and financial and legal advisors, the Boards of
Directors of BancTrust and South Alabama have each separately determined that
consummation of the Merger as a merger of equals is not at this time in the
best interests of BancTrust, South Alabama and their shareholders, customers
and employees, as well as the communities they serve;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein and in the Merger Agreement, the parties hereto do
hereby agree, subject to ratification by the Board of Directors of BancTrust
and the Board of Directors of South Alabama, as follows:
1. Pursuant to Section 7.1(a) of the Merger Agreement, BancTrust and
South Alabama agree that the Merger Agreement be, and hereby is, terminated
as of the date of this Termination Agreement.
2. Pursuant to Section 5.5(a) of the Merger Agreement, each party
shall, and shall cause its directors, officers, attorneys and advisors to,
maintain the confidentiality of all information obtained which is not
otherwise publicly disclosed by the other party. Each party and its officers
and representatives shall return to the other party all such non-public
information and all copies thereof whether in written or other tangible form.
3. Pursuant to Section 2(a)(iii) of each of the South Alabama Option
Agreement and the BancTrust Option Agreement, such Option Agreements are
hereby terminated as of the date of this Termination Agreement.
4. Pursuant to Section 4 of each of the Voting Agreements, such
Voting Agreements are hereby terminated as of the date of this Termination
Agreement.
5. Each party acknowledges that it is responsible for all costs and
expenses incurred by it or on its behalf in connection with the transactions
contemplated by the Merger Agreement.
6. The parties acknowledge that neither BancTrust nor South Alabama
has breached an obligation under the Merger Agreement or failed to satisfy a
condition precedent to the closing of the Merger.
7. If any provision of this Termination Agreement shall be held
invalid for any reason whatsoever, the remaining provisions shall not be
affected thereby.
8. BancTrust and South Alabama shall agree with each other as to the
form and substance of any press release or written shareholder notification
related to this Termination Agreement; provided, however, that nothing
contained herein shall prohibit either party, following notification to the
other party, from making any disclosure that its counsel deems necessary.
9. This Termination Agreement may be executed in counterparts, each
of which shall be deemed to be an original instrument, and such counterparts
together shall constitute one agreement.
10. This Termination Agreement shall be construed and interpreted in
accordance with the laws of the State of Alabama applicable to agreements
made and entirely to be performed within such jurisdiction.
IN WITNESS WHEREOF, the parties hereto have caused this Termination
Agreement to be executed in counterparts by their duly authorized officers
and their corporate seals to be hereunto affixed and attested by their
officers thereunto duly authorized, all as of the day and year first above
written.
THE PEOPLES BANCTRUST COMPANY, INC.
By /s/Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx, Chairman
SOUTH ALABAMA BANCORPORATION, INC.
By /s/W. Xxxx Xxxxx, Jr.
W. Xxxx Xxxxx, Jr., President
