purchase and assumption agreement whole bank all deposits - FDIC

More documents

Recommendations

Info

ARTICLE I DEFINITIONS Capitalized terms used in this Agreement shall have the meanings set forth in this Article I, or elsewhere in this Agreement. As used herein, words imparting the singular include the plural and vice versa. "Accounting Records" means the general ledger and subsidiary ledgers and supporting schedules which support the general ledger balances. "Acquired Subsidiaries" means Subsidiaries of the Failed Bank acquired pursuant to Section 3.1. "Adversely Classified" means, with respect to any Loan or security, a Loan or security which, as of the date of the Information Package, has been designated in the most recent report of examination as "Substandard," "Doubtful" or "Loss" by the Failed Bank's appropriate Federal or State Chartering Authority or regulator. "Affiliate" of any Person means any director, officer, or employee of that Person and any other Person (i) who is directly or indirectly controlling, or controlled by, or under direct or indirect common control with, such Person, or (ii) who is an affiliate of such Person as the term "affiliate" is defined in Section 2 of the Bank Holding Company Act of 1956, as amended, 12 U.S.C. Section 1841. "Agreement" means this Purchase and Assumption Agreement by and among the Assuming Bank, the Corporation, and the Receiver, as amended or otherwise modified from time to time. "Assets" means all assets of the Failed Bank purchased pursuant to Section 3.1. Assets owned by Subsidiaries of the Failed Bank are not "Assets" within the meaning of this definition. "Assumed Deposits" means Deposits. Whole Bank P&A w/Loss Sharing Alliance Bank 2 February 6, 2009 Culver City, CA
"Bank Closing" means the close of business of the Failed Bank on the date on which the Chartering Authority closed such institution. "Bank Premises" means the banking houses, drive-in banking facilities, and teller facilities (staffed or automated) together with appurtenant parking, storage and service facilities and structures connecting remote facilities to banking houses, and land on which the foregoing are located, that are owned or leased by the Failed Bank and that are occupied by the Failed Bank as of Bank Closing. "Book Value" means, with respect to any Asset and any Liability Assumed, the dollar amount thereof stated on the Accounting Records of the Failed Bank. The Book Value of any item shall be determined as of Bank Closing after adjustments made by the Receiver for differences in accounts, suspense items, unposted debits and credits, and other similar adjustments or corrections and for setoffs, whether voluntary or involuntary. The Book Value of a Subsidiary of the Failed Bank acquired by the Assuming Bank shall be determined from the investment in subsidiary and related accounts on the "bank only" (unconsolidated) balance sheet of the Failed Bank based on the equity method of accounting. Without limiting the generality of the foregoing, (i) the Book Value of a Liability Assumed shall include all accrued and unpaid interest thereon as of Bank Closing, and (ii) the Book Value of a Loan shall reflect adjustments for earned interest, or unearned interest (as it relates to the "rule of 78s" or add-on-interest loans, as applicable), if any, as of Bank Closing, adjustments for the portion of earned or unearned loan-related credit life and/or disability insurance premiums, if any, attributable to the Failed Bank as of Bank Closing, and adjustments for Failed Bank Advances, if any, in each case as determined for financial reporting purposes. The Book Value of an Asset shall not include any adjustment for loan premiums, discounts or any related deferred income or fees, or general or specific reserves on the Accounting Records of the Failed Bank. "Business Day" means a day other than a Saturday, Sunday, Federal legal holiday or legal holiday under the laws of the State where the Failed Bank is located, or a day on which the principal office of the Corporation is closed. "Chartering Authority" means (i) with respect to a national bank, the Office of the Comptroller of the Currency, (ii) with respect to a Federal savings association or savings bank, the Office of Thrift Supervision, (iii) with respect to a bank or savings institution chartered by a State, the agency of such State charged with primary responsibility for regulating and/or closing banks or savings institutions, as the case may be, (iv) the Corporation in accordance with 12 U.S.C. Section 1821(c), with regard to self appointment, or (v) the appropriate Federal banking agency in accordance with 12 U.S.C. 1821(c)(9). "Commitment" means the unfunded portion of a line of credit or other commitment reflected on the books and records of the Failed Bank to make an extension of credit (or additional advances with respect to a Loan) that was legally binding on the Failed Bank as of Bank Closing, other than extensions of credit pursuant to the credit card business and overdraft protection plans of the Failed Bank, if any. Whole Bank P&A w/Loss Sharing Alliance Bank 3 February 6, 2009 Culver City, CA
Page 1 and 2: PURCHASE AND ASSUMPTION AGREEMENT W
Page 3 and 4: ARTICLE V 5.1 5.2 5.3 ARTICLE VI 6.
Page 5: PURCHASE AND ASSUMPTION AGREEMENT W
Page 9 and 10: (2) Both parties are well informed
Page 11 and 12: "Other Real Estate" means all inter
Page 13 and 14: Assuming Bank, if such securing Ass
Page 15 and 16: plans, if any, unless the Receiver
Page 17 and 18: (iii) a statement ofthe estimated R
Page 19 and 20: discretion (together with all Credi
Page 21 and 22: whatever action is necessary to acc
Page 23 and 24: Furniture and Equipment and Fixture
Page 25 and 26: Failed Bank provides mortgage servi
Page 27 and 28: 4.14 Reserved. 4.15 Agreement with
Page 29 and 30: 6.3 Preservation of Records. The As
Page 31 and 32: whether by way oftransfer, set-off,
Page 33 and 34: any ofits Subsidiaries, which, eith
Page 35 and 36: (2) claims with respect to any liab
Page 37 and 38: (g) take reasonable action as the R
Page 39 and 40: othen:vise specifically provided in
Page 41: 13.13 Survival of Covenants, Etc. T
Page 44 and 45: SCHEDULE 3.1 - Certain Assets Purch
Page 46 and 47: SCHEDULE 3.2- Purchase Price of Ass
Page 48 and 49: EXHIBIT 3.2(c) --VALUATION OF CERTA
Page 50 and 51: EXHIBIT 4.13 INTERIM ASSET SERVICIN
Page 52 and 53: SCHEDULE 4.l5A LOANS SUBJECT TO LOS
Page 55 and 56: Then-Current Interest Rate. Each Re
Page 57 and 58:
shown in Exhibit 2a, Exhibit 2b, or
Page 59 and 60:
(d) Payments With Respect to Shared
Page 61 and 62:
2.7 Sale of Single Family Shared-Lo
Page 63 and 64:
Bank exercises its option under thi
Page 65 and 66:
6.1 Expenses. Except as otherwise e
Page 67 and 68:
Exhibit 1 Monthly Certificate SEE F
Page 72:
Calculation of Loss For Restructure
Page 78 and 79:
90- 119 days past due 120 and over
Page 80 and 81:
Objective FDIC MORTGAGE LOAN MODIFI
Page 82 and 83:
3. Modified loans shall not include
Page 84 and 85:
EXHIBIT 4.15B NON-SINGLE FAMILY SHA
Page 86 and 87:
"FDIC Party" has the meaning provid
Page 88 and 89:
Shared-Loss Quarter; plus (ii) the
Page 90 and 91:
"Recovery Amount" has the meaning p
Page 92 and 93:
"Review Board" has the meaning prov
Page 94 and 95:
(B) the aggregate amount ofReimburs
Page 96 and 97:
collection ofany such Asset, that s
Page 98 and 99:
such other actions as may be necess
Page 100 and 101:
public health or safety, or of suff
Page 102 and 103:
Day of each Calendar Quarter during
Page 104 and 105:
(iv) except as otherwise provided h
Page 106:
550 17th Street, N.W. Washington, D
show all

purchase and assumption agreement whole bank all deposits - FDIC

Create successful ePaper yourself

Delete template?

Save as template?