UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Abigail Adams National Bancorp, Inc.
(Name of Issuer)
Common Stock par value $10 per share
(Title of Class of Securities)
003390101
(CUSIP Number)
Michael Kadish, Citibank, N.A.,
425 Park Avenue, New York, NY 10043 212-559-1864
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 21, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box _____.
Check the following box if a fee is being paid with the statement _____.
Page 1 of 16 Pages
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SCHEDULE 13D
-------------------------------- ----------------------------
CUSIP No. 003390101 Page 2 of 16 Pages
-------------------------------- ----------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citibank, N.A.
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _____
(b) _____
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ______
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
================================================================================
NUMBER OF 7 SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 203,038
----------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
0
EACH REPORTING -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH 203,038
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
203,038
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ___
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.3%
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14 TYPE OF REPORTING PERSON
BK
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<PAGE>
SCHEDULE 13D
-------------------------------- ----------------------------
CUSIP No. 003390101 Page 3 of 16 Pages
-------------------------------- ----------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citicorp
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _____
(b) _____
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3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ______
N/A
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
================================================================================
NUMBER OF 7 SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 203,038
----------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
0
EACH REPORTING -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH 203,038
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
203,038
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ___
N/A
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.3%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
-------------------------------------------------------------------------------
Note
This Amendment No. 4 to Schedule 13D (the "Statement") is being filed
on behalf of Citibank, N.A. ("Citibank") and Citicorp ("Citicorp") with respect
to 203,038 shares of the common stock, par value $10 per share (the "Common
Stock"), issued by Abigail Adams National Bancorp, Inc. (the "Company"), an
interest in which was acquired by Citibank in connection with its efforts to
collect a debt previously extended by Citibank to certain shareholders of the
Company.
Pursuant to a Term Loan Agreement dated as of August 24, 1988, Citibank
extended credit to seven shareholders (the "Borrowers") of the Company and,
pursuant to a Pledge Agreement of the same date, took a security interest in
203,038 shares (the "Shares") of the Company owned by those shareholders. The
Borrowers retained the right to vote the Shares in the absence of any event of
default. At the time, the Shares represented approximately 71.0% of the
Company's 286,000 shares of Common Stock issued and outstanding.
Pursuant to the terms of the Pledge Agreement, upon any event of
default under the Loan Agreement that remained uncured, Citibank became entitled
to transfer all or any part of the Shares into the name of Citibank or its
nominee, to vote all or any part of the Shares and/or to otherwise act as if
Citibank were the owner of the Shares. On October 31, 1989, the Borrowers
defaulted in paying interest on the loan, and on November 15, 1989, Citibank
sent a formal notice of acceleration to the Borrowers. In December 1989, one of
the Borrowers, Mark G. Griffin ("Griffin") became a debtor in possession under
Chapter 11 of the Bankruptcy Code. At the time of his bankruptcy filing, Griffin
owned 42,209 Shares and, as trustee for the benefit of his sister, legally owned
and controlled another 44,785 Shares. In March and June 1990, respectively,
Richard W. Naing and Maria L. Naing (together the "Naings") became debtors in
possession under Chapter 11 of the Bankruptcy Code. At the time of the Chapter
11 filings, the Naings together owned and controlled 82,938 Shares. The
automatic stay provisions of the Bankruptcy Code, among other things, prevented
Citibank from selling the Shares owned by the bankrupt Borrowers or their
estates, and from taking any act to exercise control over property of Griffin's
and the Naings' bankruptcy estates. See 11 U.S.C. Section 362.
Pursuant to a joint plan of reorganization confirmed on May 2, 1991 by
the United States Bankruptcy Court for the District of Columbia with respect to
the Naings, a liquidating trustee (the "Liquidating Trustee") was appointed by
the court to sell shares belonging to the Naings' bankruptcy estates. The
Naings' plan of reorganization required the Liquidating Trustee to cooperate
with Citibank to sell the Shares belonging to the Naings' estates as part of a
block with the remaining Shares of the other Borrowers but permits Citibank to
sell such Shares independently of the Liquidating Trustee.
On May 6, 1992, the United States Bankruptcy Court for the District of
Maryland confirmed a plan of reorganization with respect to Griffin. Griffin's
plan was substantially identical to the Naings' plan with respect to the
treatment of the Shares owned by Griffin's estate except that Griffin's plan did
not permit Citibank to sell such Shares independently of the Liquidating Trustee
and further
Page 4 of 16 Pages
<PAGE>
order of the Bankruptcy Court until certain conditions failed to occur. Although
Griffin's plan provided for the appointment of a Liquidating Trustee, no
Liquidating Trustee has been appointed in that case. Upon the failure of such
conditions on June 30, 1992, pursuant to the terms of the Griffin plan, Citibank
acquired the right to sell the Shares owned by Griffin's bankruptcy estate
without court supervision or the participation or concurrence of any Liquidating
Trustee.
On April 12, 1994, Citibank executed a Stock Purchase Agreement (the
"NBI Agreement"), dated as of April 11, 1994, with National Bancshares, Inc.
("NBI") pursuant to which Citibank agreed to sell to NBI a minimum of 191,932
and a maximum of 203,038 Shares. Pursuant to the terms of the NBI Agreement, the
initial closing was scheduled for August 31, 1994, subject to the satisfaction
of certain conditions, including, without limitation, obtaining all required
regulatory approvals, and further subject to NBI's right to extend the closing
date for four one-month periods on certain conditions. At the initial closing,
Citibank was to sell to NBI the greater of (i) the maximum number of Shares that
Citibank has the full right, power and authority to sell at such time and (ii)
191,932 Shares. During the six-month period following the initial closing, to
the extent Citibank obtained the full right, power and authority to sell any
remaining Shares, such Shares also were to be sold to NBI.
After executing the Agreement, Citibank and Citicorp were informed that
the Company and The First National Bank of Maryland (the "Rights Agent") entered
into a Rights Agreement dated as of April 12, 1994 (the "Rights Agreement"). The
terms of the Rights Agreement are described in, and a copy of the Rights
Agreement is attached to, a Form 8-A dated April 12, 1994 and filed by the
Company with Securities and Exchange Commission (the "Commission"). Citibank and
Citicorp also were informed that on or about April 7, 1994, the board of
directors of The Adams National Bank, the Company's wholly owned subsidiary,
approved severance agreements for seven management officials. The terms of the
severance agreements are described in, and copies of the severance agreements
are attached to, a Form 8-K dated April 27, 1994 and filed by the Company with
the Commission.
Citibank and NBI entered into a Stock Purchase Agreement, as Amended,
dated June 1, 1994 (the "Amended NBI Agreement"). The Amended NBI Agreement
modified the NBI Agreement as described in Citibank's and Citicorp's Amendment
No. 2 to Schedule 13D, filed with the Commission on or about June 3, 1994. A
copy of the Amended NBI Agreement is attached as Exhibit 2 to Citibank's and
Citicorp's Amendment No. 2 to Schedule 13D.
As set forth in Citibank's and Citicorp's Amendment No. 3 to Schedule
13D, filed with the Commission on or about August 8, 1994, Citibank was informed
that as of July 29, 1994, the Company and NBI had failed to enter into the
Bancorp Agreement. On July 29, 1994, Citibank exercised its right to terminate
the Amended NBI Agreement. Thereafter, Citibank commenced negotiations with
Marshall T. Reynolds ("Mr. Reynolds") regarding an acquisition of the Shares.
The contemplated transaction between Citibank and Mr. Reynolds required
the resolution of certain alleged claims that NBI had asserted. Citibank
negotiated with NBI toward a resolution of such claims. Citibank asserts that it
reached an oral agreement to settle such claims on or about
Page 5 of 16 Pages
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September 2, 1994. NBI subsequently denied that an agreement had been reached,
and Citibank, on or about October 14, 1994, filed suit against NBI in the
Chancery Court in and for New Castle County, Delaware (case no. 13810) seeking,
among other things, to enforce the terms of the alleged oral agreement. NBI and
Citibank have entered into a Standstill and Release Agreement dated as of March
30, 1995, which provides, among other things, for the resolution of NBI's
alleged claims, contingent on a closing of the sale of the Shares on or before
July 19, 1995, which is extended to September 19, 1995 in the event that
Citibank has entered into an agreement for a sale of the Shares on or before
July 19, 1995.
Citibank and Mr. Reynolds entered into a Stock Purchase Agreement dated
as of April 21, 1995 (the "Reynolds Agreement"), which provides, among other
things, for a sale pursuant to the Uniform Commercial Code of a minimum of
191,932 and a maximum of 203,038 of the Shares to Mr. Reynolds and certain other
parties (defined in the Reynolds Agreement as "Permitted Assignees"). A copy of
the Reynolds Agreement, including all exhibits thereto, is attached hereto as
Exhibit 3. Pursuant to the Reynolds Agreement, the purchase price for the Shares
is $17.00 per Share.
Citibank is informed that on April 20, 1995, Bancorp and Rights Agent
entered into a First Amendment of Rights Agreement (the "First Amendment"),
which, among other things, permits the sale of the Shares to Mr. Reynolds and
the Permitted Assignees without such persons being or becoming "Acquiring
Persons" or "Adverse Persons" within the meaning of the Rights Agreement.
Citibank is also informed that on April 20, 1995, Bancorp and Mr. Reynolds
entered into an Agreement (the "Bancorp Agreement"), pursuant to which Mr.
Reynolds will be required, among other things, to commence a tender offer for
the purchase of all shares in Bancorp for a purchase price of $21.00 following
the completion of the acquisition of the Shares pledged to Citibank. A copy of
the form of the Bancorp Agreement is attached hereto as Exhibit A to the
Reynolds Agreement.
Citicorp by virtue of its direct ownership of all the outstanding
capital stock of Citibank may be deemed, for purposes of the Security Exchange
Act of 1934, as amended, to share the power to vote and to direct the
disposition of the shares of common stock of the Company that are pledged to
Citibank.
Citibank to date has not voted any of the Shares or directed any of the
Borrowers in their voting of any Shares and it has not taken any action to
transfer the Shares into Citibank's name or to otherwise exercise control over
the Shares or the Company. Upon consummation of the transactions that are the
subject matter of the Reynolds Agreement, neither Citibank nor Citicorp are
expected to have any interest in the Shares.
Item 1. Security and Issuer
This Statement relates to the Common Stock, par value $10 per share, of
Abigail Adams National Bancorp, Inc., whose principal executive offices are
located at 1627 K Street, N.W., Washington, D.C. 20006.
Page 6 of 16 Pages
<PAGE>
Item 2. Identity and Background
(a) - (c), (f) This Statement is being filed by Citibank, N.A., a
national banking association organized under the National Bank Act of the United
States of America, and Citicorp, a Delaware corporation. Citibank, a wholly
owned subsidiary of Citicorp, is principally engaged in the general banking
business. Citicorp is a multi-bank holding company principally engaged, through
its subsidiaries, in the general financial services business.
The names, business addresses, principal occupations and citizenship of
the executive officers, directors and controlling persons of Citicorp and
Citibank, as well as the addresses of their respective principal offices, are
set forth on Appendix 1 attached hereto.
(d) During the last five years, none of Citibank, Citicorp, or any of
their respective officers, directors or controlling persons, has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of Citibank, Citicorp, or any of
their respective officers, directors or controlling persons has been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws, except as follows. In 1992 Citibank
consented to orders issued by the Commission and the Comptroller of the
Currency, without admitting or denying allegations and findings, with respect to
findings that Citibank violated certain securities laws in its role as a
transfer agent with respect to the proper safeguarding and destruction of
cancelled securities certificates. The orders, and related facts and
circumstances, were described in Current Reports on Form 8-K, dated July 21,
1992, and January 19, 1993, that Citicorp previously filed with the Commission.
Item 3. Source and Amount of Funds or Other Consideration
The power to sell and vote the Shares was acquired by Citibank in
connection with efforts to recover payment on a loan made by Citibank to the
Borrowers pursuant to the Loan Agreement and related documents (the "Loan
Documents"), which loan was provided from Citibank's customary funding sources
for loans. Citibank has been advised that the source of funds for the
acquisition of the Shares by Mr. Reynolds and the "Permitted Assignees" (as such
term is defined in the Reynolds Agreement) are their personal funds, lines of
credit and loans.
Item 4. Purpose of Transaction
Citibank acquired the power to sell and vote the Shares pursuant to its
rights under the Loan Documents, in an effort to recover payment on the loan to
the Borrowers. Citibank's purpose in entering into the Reynolds Agreement is to
realize upon the collateral securing the Loan and to comply with the Bank
Holding Company Act.
Page 7 of 16 Pages
<PAGE>
Item 5. Interest in Securities of the Issuer
(a), (b) Citibank controls 203,038, or 71.3%, of the 284,844 shares of
the Company's issued and outstanding Common Stock. Since acquiring control of
the Shares, Citibank has taken no action to exercise its powers of control under
the provisions of the Pledge Agreement; i.e., it has not voted the Shares or
directed the Borrowers in their voting of the Shares, and it has taken no action
to transfer the Shares into its own name or to otherwise exercise control over
the Shares.
To the knowledge of Citibank and Citicorp, none of their respective
executive officers or directors beneficially own any shares of Common Stock of
the Company.
(c) - (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Prior to April 12, 1994, the only contracts, arrangements,
understandings or relationships that Citibank had in effect with respect to
securities of the Company were those in connection with the Loan Documents,
which contain default and similar provisions customarily contained in secured
loan documentation, the Naings' and Griffin's bankruptcy plans, and a Settlement
Agreement dated as of November 16, 1993 between Citibank and the Naing
Children's Trust (formerly known as the Wynmark Trust; the "Trust") and its sole
trustee, Frederick P. Birks, which, among other things, reaffirmed and
reinforced Citibank's rights under the Loan Documents with respect to 22,000
Shares owned by the Trust.
On April 12, 1994, Citibank executed a Stock Purchase Agreement (the
"NBI Agreement") dated as of April 11, 1994, with National Bancshares, Inc.
("NBI"), pursuant to which Citibank agreed to sell to NBI a minimum of 191,932
and a maximum of 203,038 Shares. The initial closing was scheduled for August
31, 1994, subject to the satisfaction of certain conditions, including, without
limitation, obtaining all required regulatory approvals, and further subject to
NBI's right to extend the closing date for four one-month periods on certain
conditions. At the initial closing, Citibank was to sell to NBI the greater of
(i) the maximum number of Shares that Citibank had the full right, power and
authority to sell at such time and (ii) 191,932 Shares. During the six-month
period following the initial closing, to the extent Citibank obtained the full
right, power and authority to sell any remaining Shares, such Shares also were
to be sold to NBI.
Effective June 1, 1994, Citibank and NBI executed a Stock Purchase
Agreement, as Amended (the "Amended NBI Agreement"), modifying the terms of the
NBI Agreement. A copy of the Amended NBI Agreement is attached as Exhibit 2 to
Citicorp's and Citibank's Amendment No. 2 to Schedule 13D, filed with the
Commission on or about June 3, 1994. The Amended NBI Agreement provided, among
other things, that either party could terminate the Amended Agreement at any
time prior to the execution and delivery of the "Bancorp Agreement" by NBI and
the Company. The
Page 8 of 16 Pages
<PAGE>
Company and NBI failed to enter into the Bancorp Agreement. On July 29, 1994,
Citibank sent notice of termination of the Amended NBI Agreement to NBI.
Effective June 30, 1994, Citibank and Barbara Blum entered into a
Settlement Agreement under which Citibank and Ms. Blum settled claims under the
Loan Documents. The Settlement Agreement provides, among other things, for a
release of Ms. Blum's obligations under the Loan Documents. In addition, the
Settlement Agreement provides for a release of Citibank's security interest in
Ms. Blum's Shares and other collateral upon the satisfaction of certain
conditions, including consummation of a sale of the Shares.
Citibank and Marshall T. Reynolds ("Mr. Reynolds") entered into a Stock
Purchase Agreement dated as of April 21, 1995 (the "Reynolds Agreement"), which
provides, among other things, for a sale pursuant to the Uniform Commercial Code
of a minimum of 191,932 and a maximum of 203,038 of the Shares to Mr. Reynolds
and certain other parties (defined in the Reynolds Agreement as "Permitted
Assignees"). A copy of the Reynolds Agreement, including all exhibits thereto,
is attached hereto as Exhibit 3. Pursuant to the Reynolds Agreement, the
purchase price for the Shares is $17.00 per Share.
Page 9 of 16 Pages
<PAGE>
Item 7. Material to be Filed as Exhibits
1. Stock Purchase Agreement dated as of April 11, 1994, between
Citibank, N.A. and National Bancshares, Inc. (previously filed
with Amendment No. 1 to Citibank's and Citicorp's Schedule 13D,
filed with the Commission on April 14, 1994).
2. Stock Purchase Agreement, as Amended, dated June 1, 1994
(previously filed with Amendment No. 1 to Citibank's and
Citicorp's Schedule 13D, filed with the Commission on June 3,
1994).
3. Stock Purchase Agreement dated as of April 21, 1995 between
Citibank, N.A. and Marshall T. Reynolds, which is attached hereto
as Exhibit No. 3.
Page 10 of 16 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the information set forth in this Statement is certified to be true,
complete and correct.
Dated: April 21, 1995 CITIBANK, N.A.
By: /s/ Michael L. Kadish
Name: Michael L. Kadish
Title: Vice President
Page 11 of 16 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the information set forth in this Statement is certified to be true,
complete and correct.
Dated: April 21, 1995 CITICORP
By: /s/ Michael L. Kadish
Name: Michael L. Kadish
Title: Assistant Secretary
Page 12 of 16 Pages
<PAGE>
Appendix 1
CITIBANK, N.A.
399 Park Avenue
New York, New York 10043
CITICORP
399 Park Avenue
New York, New York 10043
The names of the directors and the names and titles of the executive
officers of Citicorp and Citibank, N.A. and their business addresses and present
principal occupations are set forth below. All of the persons listed below are
citizens of the United States unless otherwise indicated. If no address is
given, the director's or officer's business address is 399 Park Avenue, New
York, New York 10043. Unless otherwise indicated, each occupation set forth
opposite an individual's name refers to such individual's position with Citicorp
and Citibank, N.A.
Name, Business Address
and Citizens Present Principal Occupation
---------------------- -----------------------------
Roberta J. Arena Executive Vice President
Shaukat Aziz Executive Vice President
5 Shenton Way
UIC Building #29-00
Singapore 0106, Republic of Singapore
(Citizen of Pakistan)
James L. Bailey Executive Vice President
David J. Browning Executive Vice President
Ernst W. Brutsche Executive Vice President
335 Strand
London, WC2R 1LS
(Citizen of Federal Republic
of Germany)
D. Wayne Calloway*+ Chairman and
700 Anderson Hill Road Chief Executive Officer of
Purchase, New York 10577 PepsiCo, Inc.
Page 13 of 16 Pages
<PAGE>
Colby H. Chandler+ Former Chairman and CEO,
Eastman Kodak Company
Pei-yuan Chia*+ Vice Chairman
Paul J. Collins*+ Vice Chairman
Colin Crook Vice President and Senior
(Citizen of the Technology Officer
United Kingdom)
Kenneth T. Derr+ Chairman and
225 Bush Street Chief Executive Officer of
San Francisco, CA 94104 Chevron Corporation
Alvaro A. C. de Souza Executive Vice President
(Citizen of Portugal)
David E. Gibson Executive Vice President
936 Strand
London WC2R 1HB U.K.
Dennis O. Green Chief Auditor
Guenther E.Greiner Executive Vice President
(Citizen of the Federal
Republic of Germany)
H. J. Haynes*+ Senior Counselor
50 Beale Street Bechtel Group, Inc.
San Francisco, CA 94105
Michael J. Horgan Chairman, Credit Policy Committee
Thomas E. Jones Executive Vice President
Charles E. Long Executive Vice President, Secretary
Alan S. MacDonald Executive Vice President
Page 14 of 16 Pages
<PAGE>
Dionisio R. Martin Executive Vice President
Av. de Mayo 701
1084 Buenos Aires, Argentina 1004
(Citizen of Argentina)
Robert A. McCormack Executive Vice President
Victor J. Menezes Executive Vice President
Ave De. Tervureen, 249
B-1150
Brussels, Belgium
(Citizen of India)
Lawrence R. Phillips Senior Human Resources Officer
John S. Reed*+ Chairman
William H. Rhodes*+ Vice Chairman
Rozanne L. Ridgway*+ Co-Chair of the Atlantic
1616 H. Street, N.W. 3rd Floor Counsel of the United States
Washington, D.C. 20006
John J. Roche Executive Vice President
H. Onno Ruding+ Vice Chairman
(Citizen of Netherlands)
Hubertus M. Rukavina Executive Vice President
Seestrasse 25
P. O. Box 244
8021 Zurich, Switzerland
(Citizen of Argentina)
Robert B. Shapiro+ President and Chief Operating
800 N. Lindbergh Boulevard Officer, Monsanto Company
St. Louis, Missouri 63167
Frank A. Shrontz*+ Chairman and Chief Executive
7755 East Marginal Way South Officer of The Boeing Company
Seattle, Washington 98108
Page 15 of 16 Pages
<PAGE>
Mario H. Simonsen* Vice Chairman, Brazilian
Praia de Institute of Economics
Rio de Janeiro, RJ, Brazil The Getulio Vargas Foundation
(Citizen of Brazil)
Roger B. Smith+ Former Chairman and CEO,
767 Fifth Avenue, 25th Floor General Motors Corporation
New York, NY 10153
Christoph J. Steffen*+ Vice Chairman
Gurvirendra S. Talwar Executive Vice President
UIC Building
5 Shenton Way
Singapore 0106, Republic of Singapore
(Citizen of India)
Franklin A. Thomas*+ President of the
320 East 43rd Street 10th Floor Ford Foundation
New York, NY 10017
David S. Van Pelt Executive Vice President
Alan J. Weber Executive Vice President
Edgar S. Woolard, Jr.+ Chairman and
1007 Market Street Chief Executive Officer of
Wilmington. DE 19898 E. I. DuPont de Nemours & Company
Masamoto Yashiro Executive Vice President
2-3-14 Higashi-Shinagawa
Shinagawa Ku
Tokyo 140, Japan
(Citizen of Japan)
+ Indicates individual is a Director of Citicorp
* Indicates individual is a Director of Citibank, N.A.
Page 16 of 16 Pages
<PAGE>
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT ("Stock Purchase Agreement" or
"Agreement") dated as of April 21, 1995, between CITIBANK, N.A. (the "Seller"),
a national banking association, and MARSHALL T.
REYNOLDS (the "Purchaser").
W I T N E S S E T H
WHEREAS, the Seller has made a loan (the "Loan"),
pursuant to a Loan Agreement ("Loan Agreement") dated August 24,
1988, to Mark G. Griffin, the E.A. Griffin Trust, Barbara D. Blum,
Richard W. Naing, Maria L. Naing and the Wynmark Trust
(collectively, "Borrowers");
WHEREAS, payment of the Loan is secured by the pledge by
the Borrowers to the Seller of 203,038 shares (the "Shares") of the
common stock, par value $10.00 per share ("Bancorp Common Stock")
of Abigail Adams National Bancorp, Inc. ("Bancorp");
WHEREAS, one or more events of default have occurred and
are continuing under the Loan Agreement;
WHEREAS, the Seller has, or will have as of the Initial
Closing (as defined in Section 2.1(a) hereof), full right, power and authority
to sell, pursuant to Section 9-504 of the New York Uniform Commercial Code
("UCC"), at least 191,932 of the Shares to Purchaser;
WHEREAS, the Seller wishes to sell all of the Shares to
Purchaser, and Purchaser wishes to purchase and acquire, in a UCC sale, all of
the Shares from the Seller (the "Acquisition"), all on the terms set forth
herein; and
WHEREAS, the parties desire to provide for certain
undertakings, conditions, representations, warranties and covenants in
connection with the transactions contemplated hereby;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements herein contained, the parties hereto do hereby
agree as follows:
ARTICLE I
DEFINITIONS
"Adams" shall mean Adams National Bank, N.A., a national
banking association and a wholly owned, direct subsidiary of Bancorp.
<PAGE>
"Applicable Number of Shares" shall mean the greater of (i)
the maximum number of Shares that the Seller has the full right, power and
authority to sell and deliver to Purchaser as of the Initial Closing and (ii)
191,932 of the Shares.
"Appropriate Federal Regulator" shall mean in the case of
Adams, the OCC, and in the case of Bancorp, the Federal Reserve Board or the
Federal Reserve Bank of Richmond.
"Bancorp Agreement" shall mean an agreement between Purchaser
and Bancorp executed prior hereto, a copy of which is attached hereto as Exhibit
A, pursuant to which, among other things, (a) Purchaser will provide an
opportunity to the stockholders of Bancorp (other than Seller) to receive $21.00
per share in cash for the shares of Bancorp Common Stock held by them (defined
therein as the "Tender Offer"); and (b) Bancorp (i) agrees to take all actions
necessary so that the execution, delivery and performance of this Agreement and
consummation of the Acquisition as contemplated by this Agreement and the Tender
Offer do not and will not result in Purchaser, any of his Permitted Assignees,
or any of their "Affiliates" or "Associates" becoming an "Acquiring Person" or
an "Adverse Person" (as such terms are defined in the Bancorp Rights Agreement)
under the Bancorp Rights Agreement or enable or require any Rights under the
Bancorp Rights Agreement to become exercisable or otherwise cause or give rise
to the occurrence of a "Distribution Date" as such term is defined in the
Bancorp Rights Agreement, (ii) agrees not to take any action to oppose or impede
consummation of the Acquisition, and (iii) agrees to take all actions necessary
so that the execution and delivery of this Agreement, consummation of the
Acquisition and consummation of the Tender Offer do not constitute a "Change in
Control" under the terms of any of the severance agreements referenced in Item 5
of Bancorp's Form 8-K report dated April 27, 1994 or otherwise cause any of the
rights or benefits of the employees under such severance agreements to become
exercisable or triggered.
"Bancorp Rights Agreements" shall mean the Rights Agreement
dated as of April 12, 1994 between Bancorp and The First National Bank of
Maryland, as Rights Agent, as such may be amended from time to time.
"Business Day" shall mean any day other than Saturday, Sunday
or a day on which commercial banks located either in the District of Columbia or
the City of New York are required or permitted to be closed.
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"Closing Date" shall mean the Initial Closing Date or a
Subsequent Closing Date, as applicable, each as defined in Section 2.1 hereof.
"Commission" shall mean the Securities and Exchange
Commission.
"Closing Deadline" shall mean the later of (a) the close of
business on July 21, 1995; or (b) such other date as may be applicable pursuant
to Section 2.1(b) of this Agreement.
"Deposit" shall have the meaning specified in Section 2.2
hereof.
"Designated Account" shall mean an account of the Seller at a
commercial bank that is designated in a written notice provided to Purchaser at
least two Business Days prior to the Closing Date or other payment date.
"Escrowed Funds" shall have the meaning specified in Section 2
of the Escrow Agreement attached hereto as Exhibit B.
"FDIA" shall mean the Federal Deposit Insurance Act, as
amended.
"FDIC" shall mean the Federal Deposit Insurance
Corporation, or any successor thereto.
"Federal Reserve Board" shall mean the Board of Governors
of the Federal Reserve System.
"Material Adverse Change" shall mean an event or condition
described in Section 6.3(e) of this Agreement that has occurred and is
continuing at a time and under circumstances described in Section 6.3(e) of this
Agreement.
"OCC" shall mean the Office of the Comptroller of the
Currency.
"Previously Disclosed" shall mean disclosed on or prior to the
date hereof in a letter from the party making such disclosure specifically
referring to this Agreement and delivered to the other party.
"Purchase Price" shall mean an amount equal to (i) $17.00
multiplied by (ii) the Applicable Number of Shares.
"Remaining Shares" shall mean any of the Shares that are not
sold and delivered to Purchaser at the Initial Closing.
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Other terms used herein are defined in the preamble and
elsewhere in this Agreement.
ARTICLE II
PURCHASE AND SALE OF SHARES
2.1 Acquisition of Shares
(a) The transactions contemplated by this Agreement shall be
consummated at a Closing (the "Initial Closing") to be held at the offices of
Covington & Burling, 1201 Pennsylvania Avenue, Washington, DC, or such other
place which shall be agreed to by the Seller and Purchaser, on the earlier of
(i) the date on which all conditions precedent contained in this Agreement have
been satisfied, but in no event later than the third Business Day following the
date on which the condition specified in Section 6.3(d) has been satisfied or
(ii) the Closing Deadline, or on such other date as the Seller and Purchaser may
agree in writing (the "Initial Closing Date"). Notwithstanding the foregoing,
unless the Seller and Purchaser otherwise agree in writing, the Initial Closing
shall take place no later than the Closing Deadline (as such may be extended
pursuant to Section 2.1(b) of this Agreement).
(b) Unless extended pursuant to this Section 2.1(b) or
pursuant to the written agreement of the parties as provided in Section 7.4, the
Closing Deadline for the Initial Closing Date shall be July 21, 1995. Provided
that Purchaser has satisfied the conditions set forth in this Section 2.1(b),
Purchaser shall have the right to extend the Closing Deadline one time (an
"Extension Right"), for an additional thirty day period (an "Extension Period").
An Extension Right may be exercised by Purchaser only if (i) as of the
commencement of the Extension Period the Seller does not have the right to
terminate this Agreement pursuant to Section 7.1(b) of this Agreement; (ii)
Purchaser has not received any regulatory disapproval or denial in connection
with this Agreement; (iii) the condition specified in Section 6.3(d) has not
been satisfied; (iv) Purchaser shall have notified Seller in writing of its
intent to exercise the Extension Right not more than ten days prior to the
Closing Deadline; (v) Purchaser shall have made a payment (an "Extension
Payment") in the amount of $50,000.00 in immediately available funds not later
than five days prior to the Closing Deadline to the Designated Account, or if no
Designated Account has been designated by Seller, by check payable to Seller. No
Extension Right may be exercised until the period commencing ten days prior to
the applicable Closing Deadline. Purchaser's notice of intent to exercise the
Extension Right shall state the reasons for the exercise of such Extension
Right.
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(c) At the Initial Closing, upon satisfaction of the
conditions contained in Article VI hereof, the Seller shall sell and deliver to
Purchaser, and Purchaser shall purchase from the Seller, the Applicable Number
of Shares, and in exchange therefor Purchaser shall pay to the Seller, by
application of the Escrowed Funds and wire transfer to the Designated Account or
by check if no Designated Account has been designated by the Seller, an amount
equal to the Purchase Price. At the Initial Closing, the Seller shall deliver to
Purchaser certificates representing the Applicable Number of Shares, together
with duly executed stock powers filled in blank, and shall take all reasonable
actions at the Initial Closing and thereafter (excluding delivering any legal
opinions), at the request of Purchaser, necessary to accomplish the transfer of
the Applicable Number of Shares to Purchaser.
(d) During the six month period following the Initial Closing,
Seller shall, within three Business Days after the time at which it obtains the
full right, power and authority to sell and deliver any of the Remaining Shares
to Purchaser, deliver a written notice ("Remaining Shares Notice") to Purchaser
specifying the number of Remaining Shares as to which it has obtained full
right, power and authority to sell and deliver to Purchaser. A closing (a
"Subsequent Closing") with respect to such Shares shall be held within twenty
(20) Business Days after Seller so notifies Purchaser (such date being a
"Subsequent Closing Date"). Provided, however, that if the Remaining Shares
Notice is given at any time after Purchaser has publicly announced a tender
offer for Bancorp Common Stock and before expiration of the period, including
extensions, during which shares of Bancorp Common Stock tendered thereunder may
be accepted or rejected, the Subsequent Closing Date shall be postponed until
after expiration of such period or such other time as Purchaser may purchase the
Remaining Shares covered by such Remaining Shares Notice consistent with
applicable law and regulations, and Seller covenants and agrees that it shall
not tender any Remaining Shares pursuant to any such tender offer. At any
Subsequent Closing, upon satisfaction of the conditions contained in Article VI
hereof, the Seller shall sell and deliver to Purchaser, and Purchaser shall buy
and accept from Seller, the number of Remaining Shares specified in the
applicable Remaining Shares Notice by delivering to Purchaser certificates
representing such Shares, together with duly executed and witnessed stock powers
filled in blank, and Purchaser shall pay to the Seller, by wire
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transfer to the Designated Account or by check if no Designated Account has been
designated by the Seller, an amount equal to the number of Remaining Shares
being sold to Purchaser at such Subsequent Closing multiplied by $17.00.
2.2 Deposit
Concurrently with execution by Purchaser and Seller of this
Agreement, Purchaser shall deliver to Citizens Bank of Maryland, Trust
Department, 14401 Sweitzer Lane, Laurel, Maryland 20707 (or another financial
institution reasonably acceptable to the parties hereto) as escrow agent (the
"Escrow Agent"), $325,000 in immediately available funds (the "Deposit"), and
Purchaser and the Seller concurrently herewith shall execute and deliver the
Escrow Agreement substantially in the form attached hereto as Exhibit B (the
"Escrow Agreement"). The Deposit shall be held and distributed by the Escrow
Agent in accordance with the Escrow Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLER
Except as Previously Disclosed, the Seller hereby represents
and warrants to Purchaser as follows:
3.1 Organization, Good Standing and
Authority of the Seller
The Seller is a national bank duly organized, validly existing
and in good standing under the laws of the United States.
3.2 Warranty of Title to the Shares
(a) The Seller has, or will have as of the Initial Closing,
the ability to transfer valid title to the Applicable Number of Shares to
Purchaser, pursuant to Section 9-504 of the UCC and, upon their transfer to
Purchaser pursuant to Section 2.1, Purchaser will have valid title to the
Applicable Number of Shares free and clear of any pledges, liens, security
interests, options, restrictions on transfer or other encumbrances, other than
those imposed through acts of Purchaser or by applicable State or Federal
securities laws, rules or regulations.
(b) Upon the transfer to Purchaser of any Remaining Shares
pursuant to Section 2.1 of this Agreement, Purchaser will have valid title to
such Remaining Shares free and clear of any pledges, liens, security interests,
options, restrictions on transfer or other encumbrances, other than those
imposed through acts of Purchaser or by applicable State or Federal securities
laws, rules or regulations.
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3.3 Authorized and Effective Agreement
(a) The Seller has all requisite corporate power and authority
to enter into and to perform all of its obligations under this Agreement. As of
the date hereof, the Seller has all requisite corporate power and authority to
hold the Shares as collateral for the Loan. The execution and delivery of this
Stock Purchase Agreement and consummation of the transactions contemplated
hereby have been duly and validly authorized by all necessary corporate action
in respect thereof on the part of the Seller. This Stock Purchase Agreement
constitutes a legal, valid and binding obligation of the Seller, which is
enforceable against the Seller in accordance with its terms, subject, as to
enforceability, to bankruptcy, insolvency, receivership or conservatorship and
other laws of general applicability relating to or affecting creditors' rights
and to general equity principles.
(b) Neither the execution and delivery of this Stock Purchase
Agreement nor consummation of the transactions contemplated hereby, nor
compliance by the Seller with any of the provisions hereof shall (i) conflict
with or result in a breach of any provision of the articles of association or
by-laws of Seller, (ii) constitute or result in a breach of any term, condition
or provision of, or constitute a default under, or give rise to any right of
termination, cancellation or acceleration with respect to, the Loan Agreement or
any related documents, or (iii) subject to receipt of all required governmental
approvals, violate any order, writ, injunction, decree, statute, regulation
applicable to the Seller.
3.4 Legal Proceedings
To the best of the Seller's knowledge (Seller having no duty
of inquiry) as of the date of Seller's execution and delivery of this Agreement,
there are no actual pending actions, suits or proceedings which present a claim
to restrain or prohibit the transactions contemplated herein, except for
Delaware Court of Chancery proceedings C.A. 13464 and C.A. 13810.
3.5 SELLER'S DISCLAIMER OF REPRESENTATIONS
AND WARRANTIES
PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY
STATED IN THIS AGREEMENT, SELLER HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY
DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR
GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL
OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING OR WITH RESPECT TO
BANCORP, ADAMS OR THE SHARES.
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PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION
PROVIDED OR TO BE PROVIDED TO PURCHASER WITH RESPECT TO BANCORP, ADAMS OR THE
SHARES WAS OR WILL BE OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT
MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES
NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF SUCH
INFORMATION. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR
WRITTEN STATEMENTS, REPRESENTATIONS, APPRAISALS, EVALUATIONS, REPORTS OR OTHER
INFORMATION PERTAINING TO BANCORP, ADAMS OR THE SHARES AS MAY HAVE BEEN
FURNISHED TO PURCHASER BY SELLER OR ITS AGENTS OR REPRESENTATIVES.
PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM
EXTENT PERMITTED BY LAW, THE SALE OF THE SHARES AS PROVIDED IN THIS AGREEMENT IS
MADE WITHOUT RECOURSE ON AN "AS IS", "WHERE IS" CONDITION AND BASIS WITH ALL
FAULTS EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS
ARTICLE III. IT IS UNDERSTOOD AND AGREED THAT THE SHARES WILL BE SOLD BY SELLER
AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS ARTICLE III.
PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT IT IS AWARE
THAT THE SHARES (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT") OR ANY OTHER STATE OR FEDERAL SECURITIES STATUTE, THAT
BANCORP HAS NO OBLIGATION OR INTENTION TO REGISTER THE SHARES, OR TO TAKE ANY
ACTION SO AS TO PERMIT SALES PURSUANT TO THE ACT, AND THAT SELLER HAS NO
OBLIGATION OR INTENTION TO CAUSE THE SHARES TO BE REGISTERED OR TO TAKE ANY
ACTION SO AS TO PERMIT SALES PURSUANT TO THE ACT, (B) WILL NOT BE LISTED ON ANY
STOCK OR OTHER SECURITIES EXCHANGE, (C) WILL CARRY NO RATING BY ANY RATING
SERVICE, AND (D) WILL NOT BE READILY MARKETABLE. PURCHASER UNDERSTANDS THAT
BECAUSE OF THE ACT, PURCHASER WILL BE PRECLUDED FROM MAKING ANY TRANSFER OR
OTHER DISPOSITION OF ANY OF THE SHARES FOR AN INDEFINITE PERIOD UNLESS A
SPECIFIC EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE
WITH RESPECT TO ANY PARTICULAR TRANSACTION OR UNLESS THE SHARES HAVE BEEN
REGISTERED PURSUANT TO THE ACT. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT
THE SHARES WILL BEAR AN APPROPRIATE RESTRICTIVE LEGEND TO THE EFFECT THAT THE
SHARES MAY NOT BE SOLD OR TRANSFERRED WITHOUT REGISTRATION OR THE AVAILABILITY
OF A VALID EXEMPTION FROM REGISTRATION, AND THAT AN ACCEPTABLE OPINION OF
COUNSEL MAY BE REQUIRED BY THE ISSUER.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Except as Previously Disclosed, Purchaser hereby represents
and warrants to the Seller as follows:
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4.1 Authorized and Effective Agreement
(a) Purchaser has all requisite power and authority to enter
into and perform all of its obligations under this Stock Purchase Agreement. The
execution and delivery of this Stock Purchase Agreement and consummation of the
transactions contemplated hereby have been duly and validly authorized by all
necessary action in respect thereof on the part of Purchaser. This Stock
Purchase Agreement constitutes a legal, valid and binding obligation of
Purchaser, enforceable against it in accordance with its terms subject, as to
enforceability, to bankruptcy, insolvency and other laws of general
applicability relating to or affecting creditors' rights and to general equity
principles. Purchaser's consummation of the transactions contemplated by this
Agreement is not contingent upon financing.
(b) Neither the execution and delivery of this Stock Purchase
Agreement, nor consummation of the transactions contemplated hereby, nor
compliance by Purchaser with any of the provisions hereof shall (i) constitute
or result in a breach of any term, condition or provision of, or constitute a
default under, or give rise to any right of termination, cancellation or
acceleration with respect to, or result in the creation of any lien, charge or
encumbrance upon any property or asset of Purchaser pursuant to, any note, bond,
mortgage, indenture, license, agreement or other instrument or obligation, or
(ii) violate any order, writ, injunction, decree, statute, rule or regulation
applicable to Purchaser.
4.2 Legal Proceedings: Regulatory Approvals
To the best of Purchaser's knowledge as of the date of
Purchaser's execution and delivery of this Agreement, there are no actual
actions, suits or proceedings which present a claim to restrain or prohibit the
transactions contemplated herein. No fact or condition relating to Purchaser
known to Purchaser exists that would prohibit Purchaser from obtaining all of
the regulatory approvals contemplated herein.
4.3 Purchaser's Due Diligence
At the time of the execution of this Agreement, Purchaser
shall have made such examination, review and investigation of the facts and
circumstances necessary to evaluate Bancorp, Adams and the Shares as it has
deemed necessary or appropriate to form a basis for its decision to purchase the
Shares. Purchaser is assuming all risk with respect to the completeness,
accuracy or sufficiency of its examination, review and investigation. Purchaser
has agreed to the Purchase Price on the basis of its own independent
investigation and evaluation of Bancorp and Adams and
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has not sought or relied upon any representations, warranties, information,
covenants or agreements of Seller (other than the express representations and
warranties set forth in this Agreement).
4.4 Sophistication; Investment Intent; Legend
Purchaser, his Permitted Assignees and their respective agents
and representatives have such knowledge and experience in financial and business
matters as to enable them to utilize the information made available to them in
connection with the purchases contemplated hereby, to evaluate the merits and
risks of an investment in Bancorp and to make an informed decision with respect
thereto. Purchaser and Permitted Assignees are acquiring the shares of Bancorp
common stock hereunder for their own account for investment only and not with a
view to making a distribution thereof within the meaning of the Securities Act
of 1933 (the "1933 Act"). Such shares will not be sold or transferred by
Purchaser or Permitted Assignees in violation of the securities laws of the
United States or any state thereof or other jurisdiction. Purchaser and
Permitted Assignees understand and agree that the certificate or certificates
representing such shares will bear a legend substantially to the effect set
forth below:
The securities represented by this certificate have not been
registered under either the Securities Act of 1933 (the "Act")
or applicable state or foreign securities laws (the "Other
Acts") and shall not be sold or otherwise disposed of for
value by the holder hereof except upon registration of such
sale or disposition in accordance with the securities
registration requirements of the Act or any applicable Other
Acts, or pursuant to an exemption from such registration
requirements.
ARTICLE V
COVENANTS
5.1 Applications
As promptly as practicable after the date hereof, Purchaser
shall submit applications for prior approval of the transactions contemplated
herein to the Federal Reserve Board, or any other federal, state or local
government agency, department or body the approval of which is required for
consummation of the Acquisition, and diligently pursue all such governmental
approvals of such applications. Except to the extent prohibited by law,
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rule, regulation or order, Seller shall, on specific request from Purchaser,
provide to Purchaser all non privileged, non-confidential documents in
possession, custody or control of the persons at Seller charged with
administering the Loan that are necessary for Purchaser to secure court or other
governmental approvals, and information in the possession, custody or control of
the persons at Seller charged with administering the Loan that would establish a
Material Adverse Change. Purchaser shall keep Seller reasonably informed
regarding the status of Purchaser's efforts to obtain regulatory approval of the
transactions contemplated by this Agreement. Without limiting the generality of
the foregoing, Purchaser shall inform Seller in writing within three (3)
business days of formal notice of (i) regulatory approval of the transaction;
(ii) regulatory disapproval of the transaction; or (iii) imposition of any
conditions to regulatory approval.
5.2 Best Efforts
Purchaser and the Seller shall each use its best efforts in
good faith to take or cause to be taken all action necessary or desirable on its
part so as to permit consummation of the Acquisition, in accordance with the
terms of this Stock Purchase Agreement, at the earliest possible date. Neither
Purchaser nor the Seller shall take, or cause or unreasonably permit to be
taken, any action that would substantially delay or impair the prospects of
completing the Acquisition. On reasonable request by the other party, Purchaser
and Seller shall advise the other party of the status of its efforts to
consummate the Acquisition.
5.3 Press Releases
Purchaser and the Seller shall agree with each other as to the
form and substance of any press release related to this Stock Purchase Agreement
or the transactions contemplated hereby, and consult with each other as to the
form and substance of other public disclosures related thereto, other than those
required by any law, regulation, rule or order.
5.4 Forbearances of the Seller
Except with the prior written consent of Purchaser, between
the date hereof and the Closing Date, the Seller shall not enter into any
binding agreement concerning any acquisition of the Shares, other than an
agreement that is expressly a back-up agreement the effectiveness of which is
expressly conditioned on the termination of this Agreement pursuant to Section
7.1 hereof.
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5.5 Brokers and Finders
Each party shall be responsible for any liability for any fees
or commissions or other payments in connection with the transactions
contemplated herein arising from claims by any broker, finder, financial
advisor, attorney or accountant it shall have engaged and shall indemnify the
other party against such liability. Purchaser has engaged Ferris, Baker Watts,
Incorporated as its financial advisor in connection with the transactions
contemplated by this Agreement. Seller has engaged no financial advisor in
connection with the transactions contemplated by this Agreement. Purchaser
acknowledges that Bancorp has engaged Baxter Fentriss and Company as its
financial advisor, and that Seller is not responsible for any fee or commission
or other payments to Baxter Fentriss and Company.
5.6 Release of National Bancshares, Inc.
At the Initial Closing, upon satisfaction of the conditions
set forth in Article VI hereof, Seller and Purchaser shall execute and deliver a
release of claims against National Bancshares, Inc. ("NBI") and each of its
directors (collectively, the "NBI Group") and officers, employees and agents, in
all material respects in the form attached hereto as Exhibit C.
ARTICLE VI
CONDITIONS PRECEDENT
6.1 Conditions Precedent -- Purchaser and the Seller
The respective obligations of Purchaser and the Seller to
effect the transactions contemplated by this Agreement at any Closing Date shall
be subject to satisfaction or waiver by each party of the following conditions
at or prior to such Closing Date:
(a) Neither Purchaser nor the Seller shall be subject to any
order, decree or injunction of a court or agency of competent jurisdiction which
enjoins or prohibits consummation of the transactions contemplated by this Stock
Purchase Agreement.
(b) The NBI Group shall have executed and delivered an
absolute and unconditional release of any and all claims the NBI Group has or
may have against Seller, Bancorp, Adams, and Purchaser, and their respective
directors, officers, employees and agents, in all material respects in the form
attached hereto as Exhibit D, except that the foregoing release may exclude from
coverage and release thereunder any of Seller, Bancorp, Adams, Purchaser or any
director of Bancorp if such person or entity does
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not contemporaneously therewith execute a similar release in favor
of the NBI Group.
(c) Seller shall have executed and delivered, effective as of
the Initial Closing Date, an absolute and unconditional release of any and all
claims that Seller has or may have against Bancorp, Adams or any of their
respective affiliates, directors, officers, employees or agents related to any
action or inaction by any of them in connection with the Shares, the Seller's
efforts to sell the Shares, the Loan and any dealings, negotiations,
discussions, agreements or contracts between Seller and any party regarding the
Shares, Bancorp or Adams, such release to be in the form attached hereto as
Exhibit E; except that such release may exclude from coverage and release
thereunder any director of Bancorp who does not contemporaneously therewith
execute and deliver the release required by Section 6.2(g) (each director of
Bancorp who is entitled to a release hereunder is referred to herein as a
"Released Director").
(d) Prior to the execution hereof, Purchaser and Seller shall
have received the opinion of Covington & Burling that the execution, delivery
and performance of this Agreement and consummation of the Tender Offer shall not
result in the Purchaser, any of his Permitted Assignees, or any of their
"Affiliates" or "Associates" becoming an "Acquiring Person" or an "Adverse
Person" (as such terms are defined in the Bancorp Rights Agreement) under the
Bancorp Rights Agreement or enable or require any Rights under the Bancorp
Rights Agreement to become exercisable, such opinion to be in form and substance
satisfactory to Seller, Purchaser and their respective counsel.
(e) Purchaser and Bancorp shall have executed and delivered
the Bancorp Agreement and Bancorp shall have complied with all of its
obligations thereunder.
(f) Seller, Bancorp, Barbara D. Blum, Letitia P.
Chambers, Shireen L. Dodson, Susan Hager, Clarence L. James, Jr.,
Richard W. Naing and Dana B. Stebbins shall have executed and
delivered all motions or stipulations necessary or appropriate to
cause the dismissal with prejudice of that certain action filed in
the Court of Chancery of the State of Delaware in and for New
Castle County, captioned Citibank, N.A. v. Abigail Adams National
Bancorp, Inc., et al., C.A. No. 13464, including dismissal of all
claims and counterclaims.
6.2 Conditions Precedent -- the Seller
The obligations of the Seller to effect the transactions
contemplated by this Agreement at any Closing Date shall be subject to
satisfaction of the following additional conditions at or prior
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to such Closing Date unless waived by the Seller pursuant to Section 7.4 hereof:
(a) The representations and warranties of Purchaser set forth
in Article IV hereof shall be true and correct in all material respects as of
the date of this Agreement and as of such Closing Date as though made on and as
of such Closing Date (or on the date when made in the case of any representation
and warranty which specifically relates to an earlier date), except as otherwise
expressly provided in this Stock Purchase Agreement or consented to in writing
by the Seller.
(b) Purchaser shall have in all material respects
performed all obligations and complied with all covenants required
by this Agreement.
(c) Purchaser shall have received all approvals of the
transactions contemplated herein from the Federal Reserve Board and any other
state or federal government agency, department or body, the approval of which is
required for the consummation of the Acquisition and all notice and waiting
periods in connection therewith shall have expired.
(d) Purchaser shall have delivered to the Seller a
certificate, dated as of such Closing Date and signed by its authorized
representative, stating that to the best of such person's knowledge the
conditions set forth in Sections 6.2(a), 6.2(b), and 6.2(c) have been satisfied.
(e) Purchaser shall have delivered to Seller an opinion of
Huddleston, Bolen, Beatty, Porter & Copen, Huntington, West Virginia, that the
sale of the Shares by Seller to Purchaser and Purchaser's Permitted Assignees is
exempt from registration under
the Securities Act of 1933, as amended.
(f) That there are no actions, suits, claims, governmental
investigations or procedures instituted or pending that present a claim to
restrain or prohibit the transactions contemplated herein.
(g) Bancorp and Adams each shall have executed and delivered
to Seller, effective as of the Initial Closing Date, an absolute and
unconditional release of any and all claims that it has or may have against
Seller or any of its affiliates, directors, officers, employees or agents
relating to any action or inaction by any of them in connection with the Shares,
Seller's efforts to sell the Shares, the Loan and any dealings, negotiations,
discussions, agreements or contracts between Seller and any party regarding the
Shares, Bancorp or Adams, such release to be in all material respects in the
form attached hereto as Exhibit F, and each
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Released Director of Bancorp shall have executed and delivered to Seller,
effective as of the Initial Closing Date, an absolute and conditional release in
the same form and covering the same matters.
6.3 Conditions Precedent -- Purchaser
The obligations of Purchaser to perform under Section 2.1 of
this Agreement shall be subject to satisfaction of the following additional
conditions at or prior to such Closing Date unless waived by Purchaser pursuant
to Section 7.4 hereof:
(a) The representations and warranties of the Seller set forth
in Article III hereof shall be true and correct in all material respects as of
the date of this Agreement and as of such Closing Date as though made on and as
of such Closing Date (or on the date when made in the case of any representation
and warranty which specifically relates to an earlier date), except as otherwise
contemplated by this Agreement or consented to in writing by Purchaser.
(b) The Seller shall have in all material respects performed
all obligations and complied with all covenants required by this Agreement.
(c) The Seller shall have delivered to Purchaser a
certificate, dated as of such Closing Date and signed by its authorized
representative, stating that to the best of such person's knowledge the
conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied.
(d) Purchaser shall have received all regulatory approvals
required in connection with the transactions contemplated by this Stock Purchase
Agreement, all notice periods and waiting periods required after the granting of
any such approvals shall have passed, all such approvals shall be in effect and
all conditions precedent imposed by such approvals shall have been satisfied;
provided, however, that no such approval shall have imposed any condition or
requirement that, in the reasonable opinion of Purchaser, would so materially
and adversely affect the business or economic benefits of the transactions
contemplated by this Agreement as to render consummation of such transactions
unduly burdensome.
(e) No Material Adverse Change shall have occurred and be
continuing. A Material Adverse Change shall be deemed to have occurred only if:
(i) The Appropriate Federal Regulator for Bancorp or
Adams shall have issued a determination by March 31, 1995,
based on the reported financial condition of
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Bancorp or Adams on or before March 31, 1995, that Adams or
Bancorp is "undercapitalized" within the meaning of such
regulator's prompt corrective action regulations promulgated
pursuant to Section 38 of the FDIA;
(ii) The Appropriate Federal Regulator for Bancorp or
Adams shall have issued a prompt corrective action order by
March 31, 1995 and Adams or Bancorp shall have failed to
comply with such order within the time specified in such order
or, if no time is specified, within a reasonable time;
(iii) Adams or Bancorp shall have been notified on or
before March 31, 1995 by its Appropriate Federal Regulator
that it is in an unsafe and unsound condition or is engaging
in an unsafe and unsound practice, and Adams or Bancorp shall
have failed to cure such condition or cease such practice
within the time set by such regulator or, if no time is set,
within a reasonable time;
(iv) On or before March 31, 1995, Adams or Bancorp
shall have entered into a written agreement with its
Appropriate Federal Regulator materially limiting its ability
to engage in its principal business activities;
(v) On or before March 31, 1995, the insurance of
Adams' deposits by the FDIC shall have been suspended or
terminated; or
For the purpose of subsection (ii) and (iii), above, in the
event that the time in which an order may be complied with or a cure may be
effected has not expired as of the Closing Date, no "Material Adverse Change"
shall be deemed to have occurred, and Purchaser, not the Seller, shall bear the
risk of Bancorp's and/or Adams' compliance or non-compliance with such order,
provided, however, that in the event that a Material Adverse Change is deemed
not to have occurred because the time in which to comply with an order or effect
a cure has not expired, then Purchaser shall be entitled to a refund from Seller
in an amount equal to the lesser of (a) the total amount of Extension Payments
as may have been paid to Seller or (b) the reasonable and actual cost of
effectuating the required cure or complying with the regulator's order.
Purchaser shall provide a written notice to the Seller
promptly after Purchaser obtains actual knowledge of facts constituting a
Material Adverse Change describing such facts in reasonable detail (a "MAC
Notice").
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(f) That there are no actions, suits, claims, governmental
investigations or procedures instituted or pending that present a claim to
restrain or prohibit the transactions contemplated herein, other than Delaware
Chancery Court proceeding C.A. 13810.
(g) Upon acquisition of the Shares by Purchaser pursuant to
this Agreement, Purchaser shall own at the Initial Closing at least 67.4% and at
any Subsequent Closing at least 70% of the outstanding voting stock and equity
interest in Bancorp, which shall own 100% of the outstanding voting stock and
equity interest in Adams and there shall be no outstanding rights or options
held by any person or entity the exercise of which could result in a dilution of
the ownership interests of Purchaser in Bancorp or Bancorp in Adams.
ARTICLE VII
TERMINATION, WAIVER, AMENDMENT AND INDEMNIFICATION
7.1 Termination
This Agreement may be terminated:
(a) At any time by the mutual consent in writing of the
parties hereto.
(b) At any time, by Purchaser in writing if the Seller has, or
by the Seller in writing if Purchaser has, in any material respect, breached (i)
any covenant or undertaking contained herein or (ii) any representation or
warranty contained herein, which breach has been materially adverse, and in the
case of (i) or (ii) such breach has not been cured by the earlier of 30 days
after the date on which written notice of such breach is given to the party
committing such breach or a Closing Date; provided that neither party may
terminate this Agreement pursuant to this Section 7.1(b) if at such time such
party has, in any material respect, breached (i) any covenant or undertaking
contained herein or (ii) any representation or warranty contained herein and
such breach has not been cured in all material respects.
(c) At any time by either party hereto if there shall have
been a final regulatory determination (as to which all periods for appeal,
request for reconsideration and judicial review shall have expired and no
appeal, request for reconsideration or petition for judicial review shall be
pending) denying any regulatory application the approval of which is a condition
precedent to either party's obligations hereunder, or approving such application
with conditions that, in the reasonable opinion of Purchaser, are unduly
burdensome.
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(d) By Purchaser in the event a Material Adverse Change
has occurred and is continuing as of the Initial Closing Date;
(e) At any time by either party hereto if there shall have
been a final judicial determination in an action brought by a person or entity
that is not a party hereto, acting in concert with a party hereto or a
shareholder of Purchaser (as to which all periods for appeal shall have expired
and no appeal shall be pending) that any material provision of this Agreement is
illegal, invalid, or unenforceable.
(f) By Seller in writing, if the Initial Closing Date has not
occurred by the Closing Deadline, as it may be extended pursuant to Section
2.1(b), but only if Purchaser is not entitled at such time to terminate this
Agreement pursuant to Section 7.1(b) (ignoring for such purpose any unexpired
cure period relating to a breach by the Seller specified therein).
(g) By the Seller if (i) it has received a MAC Notice from
Purchaser, (ii) Purchaser has not terminated this Agreement within ten Business
Days after the date (the "MAC Notice Date") such MAC Notice was delivered to the
Seller by Purchaser, (iii) the Seller delivers a written notice of termination
(a "Seller Notice") to Purchaser within 20 Business Days after the MAC Notice
Date and (iv) Purchaser has not, within five Business Days after its receipt of
a Seller Notice, waived its right to terminate this Agreement or refuse to
consummate the transactions contemplated hereby based solely upon the Material
Adverse Change specified in such MAC Notice.
(h) By the Seller or Purchaser, in writing, if the Deposit is
not delivered to the Escrow Agent and the Escrow Agreement is not executed by
the Seller, Purchaser and the Escrow Agent within the time period specified by
Section 2.2 hereof.
(i) By the Seller or Purchaser, in writing, if the Borrowers
or any of them or any of their successors or assigns, exercises any rights under
the documentation pertaining to the Loan, as in effect on the date hereof, to
redeem or repurchase more than 11,106 of the Shares.
(j) By the Seller or Purchaser, in writing, if the Federal
Reserve Board or the Federal Reserve Bank of New York takes any action under, or
Seller reasonably determines that Seller must take action to comply with Section
2(a)(5)(D) of the Bank Holding Company Act of 1956, as amended, that renders the
Seller unable to transfer or cause the transfer of the Applicable Number of
Shares to Purchaser.
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(k) By Purchaser if it concludes that, upon consummation of
the Acquisition, Purchaser will own less than 70% of the outstanding voting
stock and equity interest in Bancorp, Bancorp will own less than 100% of the
outstanding voting stock and equity interest in Adams or there are outstanding
rights or options held by any person or entity that could result in a dilution
of the ownership interests of Purchaser in Bancorp or Bancorp in Adams.
(l) By Purchaser or Seller in the event Bancorp fails to
comply with all of its obligations under the Bancorp Agreement.
(m) By Purchaser or Seller in the event the conditions
specified in Section 6.1 have not been satisfied by the Closing Deadline or the
expiration of the Extension Period; provided, however, that Purchaser may
terminate this Agreement under this subsection (m) only if the conditions
specified in Section 6.3(d) have been satisfied.
7.2 Effect of Termination.
In the event this Agreement is terminated pursuant to Section
7.1 hereof, this Agreement shall become void and have no effect, except that (i)
the provisions of Article 8 in their entirety and, with respect to any
termination after the Initial Closing, any provisions (other than Section
2.1(d)) that by their terms survive the Initial Closing shall survive any such
termination, (ii) subject to Section 8.10 of this Agreement, a termination
pursuant to Section 7.1(b) shall not relieve the breaching party from liability
for an uncured breach of the covenant, undertaking, representation or warranty
giving rise to such termination and (iii) a termination after the Initial
Closing shall not invalidate or otherwise affect any transactions consummated
prior to the date of such termination.
7.3 Survival of Representations,
Warranties and Covenants
All representations, warranties and covenants in this
Agreement shall expire on, and be terminated and extinguished at, each Closing
Date with respect to any transactions consummated on such Closing Date other
than covenants that by their terms are to be performed after such Closing Date,
provided that no such representations, warranties or covenants shall be deemed
to be terminated or extinguished so as to deprive Purchaser or the Seller (or
any director, officer or controlling person thereof) of any defense at law or in
equity which otherwise would be available against the claims of any person,
including, without limitation, any shareholder or former shareholder of either
Purchaser or the Seller or Bancorp, the aforesaid representations, warranties
and
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covenants being material inducements to consummation by Purchaser and the Seller
of the transactions contemplated herein.
7.4 Waiver
Except with respect to any required regulatory approval, each
party hereto by written instrument signed by an authorized officer of such
party, may at any time extend the time for the performance of any of the
obligations or other acts of the other party hereto and may waive (i) any
inaccuracies of the other party in the representations or warranties contained
in this Agreement or any document delivered pursuant hereto, (ii) compliance
with any of the covenants, undertakings or agreements of the other party, or
satisfaction of any of the conditions precedent to its obligations, contained
herein or (iii) the performance by the other party of any of its obligations set
out herein. No waiver or extension shall be effective unless it is in writing
signed by the party granting such waiver or extension.
7.5 Amendment or Supplement
This Agreement may be amended or supplemented in writing at
any time by mutual agreement of Purchaser and the Seller. No modification or
amendment of, or supplement to, this Agreement shall be effective unless signed
by the party to be bound by such modification, amendment or supplement.
7.6 Indemnification
(a) From and after the Initial Closing, the Seller shall
indemnify Purchaser for claims made by, or liability in favor of, any of the
Borrowers on account of such Borrowers' rights or remedies under the Loan
Agreement or applicable bankruptcy or creditors rights laws. From and after the
Initial Closing, Purchaser shall indemnify the Seller for claims made by, or
liability in favor of, any shareholder of Bancorp or Adams (including all past,
present or future shareholders of Bancorp or Adams), other than Borrowers,
arising from or in connection with: (i) any action or inaction by Purchaser in
connection with Bancorp or Adams following the Initial Closing or (ii) in
connection with the Bancorp Rights Agreement or any amendment or modification
thereto.
(b) If any action or proceeding (each a "Claim") is brought or
asserted against either party ("Indemnified Party") in respect of which
indemnification may be sought under Section 7.6(a), the Indemnified Party shall
promptly notify such other party ("Indemnifier") in writing of the existence of
such Claim, describe the Claim in reasonable detail and indicate the amount
(estimated, if necessary and to the extent feasible) of the damages
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that have been or may be suffered by the Indemnified Party and the Indemnifier
shall thereafter assume and control the defense of such Claim.
(c) Upon the assumption of control by the Indemnifier as
provided in Section 7.6 (b), the Indemnifier shall, at its expense, diligently
proceed with defense, compromise or settlement of the Claim at Indemnifier's
sole expense, including employment of counsel reasonably satisfactory to the
Indemnified Party, provided that the Indemnified Party shall have the right to
employ separate counsel with regard to any such Claim and to participate in the
defense thereof at its own cost, provided that the Indemnified Party shall have
the right to control the defense of any such Claim and the Indemnifier shall pay
the cost thereof in the event that (i) the Indemnifier shall have failed to
assume the defense thereof within ten days after receipt of written notice of
such action or (ii) both the Indemnifier and the Indemnified Party are parties
to such Claim and the Indemnified Party has been advised by counsel that there
may be one or more legal defenses available to the Indemnified Party which are
different from or additional to those available to the Indemnifier.
(d) In connection with any Claim, the Indemnified Party shall
cooperate fully, but at the expense of the Indemnifier, to make available to the
Indemnifier all pertinent information and witnesses under the Indemnified
Party's control, and take such other steps as in the opinion of counsel for the
Indemnifier are necessary to enable the Indemnifier to conduct such defense.
(e) The final, nonappealable determination of any Claim,
including all related costs and expenses, shall be binding and conclusive upon
the Indemnifier and the Indemnified Party as to the amount of the
indemnification; provided, however, that, except with the written consent of the
Indemnified Party, the Indemnifying Party shall not consent to entry of any
judgment or enter into any settlement, which does not include as an
unconditional term thereof the provision by the claimant to the Indemnified
Party of a release from all liability in respect of such Claim.
(f) Neither party hereto shall compromise or settle any claim,
action or proceeding subject to Section 7.6(a) without the consent of the other
party hereto, which consent shall not be unreasonably withheld.
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ARTICLE VIII
MISCELLANEOUS
8.1 Expenses
Except as provided elsewhere in this Agreement, each party
shall bear and pay all fees, expenses and costs that it incurred in connection
with the transactions contemplated by this Agreement, without limitation, fees
and expenses of its own financial consultants, accountants and counsel.
8.2 Entire Agreement
This Stock Purchase Agreement contains the entire agreement
between the parties with respect to the transactions contemplated hereunder and
supersedes all prior arrangements or understandings with respect thereto,
written or oral, other than documents referred to herein. The terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the parties hereto, and their respective successors. Nothing in this Agreement,
expressed or implied, is intended to confer upon any party, other than the
parties hereto, and their successors or Permitted Assignees, any rights,
remedies, obligations or liabilities, except that the conditions precedent set
forth in Section 6.1(b), (c) and (f) are also for the benefit of Bancorp, and
such provisions shall not be amended, modified or waived in any respect without
the prior written consent of Bancorp.
8.3 No Assignment
Neither of the parties hereto may assign any of its rights or
obligations under this Stock Purchase Agreement to any other person without the
prior written consent of the non-assigning party, which shall not be
unreasonably withheld. Seller hereby consents to Purchaser's assignment of
proportionate rights as Purchaser hereunder to each of Robert H. Beymer, Robert
L. Shell, Jr., Jeanne Hubbard and Thomas W. Wright and their respective spouses
(each such person being referred to herein as a "Permitted Assignee"). Any
instrument of assignment shall provide for each assignee's written acceptance
thereof, which acceptance by its express terms shall constitute the affirmative
adoption by each such assignee of all of Purchaser's representations,
warranties, covenants and obligations set forth in this Agreement, as fully as
if each assignee had been an original party signatory hereto. Such assignments,
if any, shall not relieve Purchaser from, nor modify, alter or diminish his
representations, warranties, covenants and obligations set forth in this
Agreement. Purchaser shall furnish copies of any such assignment to Seller
within 3 days after execution thereof. Notwithstanding the foregoing, the Seller
may assign its rights under this Agreement to a trustee or other
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fiduciary provided that (i) the Seller has transferred the Shares to such
trustee or fiduciary to prevent a violation of the Bank Holding Company Act of
1956 and (ii) such trustee or fiduciary agrees in writing to be bound by and
perform the Seller's obligations under this Agreement and the Escrow Agreement.
8.4 Notices
All notices or other communications which are required or
permitted hereunder shall be in writing and sufficient if delivered personally
or sent by overnight express, or by registered or certified mail, postage
prepaid, addressed as follows:
If to the Seller:
Citibank, N.A.
Private Banking Group
153 East 53rd Street
New York, New York 10043
Attention: Mr. Walter C. Vosburgh, Jr.
With a required copy to:
Linowes and Blocher
Tenth Floor
1010 Wayne Avenue
P. O. Box 8728
Silver Spring, Maryland 20907-8728
Attention: Bradford F. Englander
If to Purchaser:
Marshall T. Reynolds
P. O. Box 4040
Huntington, West Virginia 25729
With a required copy to:
Huddleston, Bolen, Beatty, Porter & Copen
611 Third Avenue
P. O. Box 2185
Huntington, West Virginia 25722-2185
Attention: Thomas J. Murray
8.5 Captions
The captions contained in this Stock Purchase Agreement are
for reference purposes only and are not part of this Agreement.
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8.6 Counterparts
This Stock Purchase Agreement 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.
8.7 Time of the Essence
The parties hereto agree that time is of the essence.
8.8 Jury Trial Waiver
THE PARTIES HERETO AGREE TO WAIVE ANY RIGHT THEY MAY HAVE
TO A TRIAL BY JURY OF ANY ISSUES RAISED IN ANY ACTION ALLEGING A
BREACH OF THIS AGREEMENT.
8.9 Governing Law and Jurisdiction
THE VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAWS PRINCIPLES THEREOF.
8.10 Limitation of Liability
(a) The parties agree and acknowledge that in the event that
Purchaser fails to consummate the Acquisition, Seller's
damages would be difficult to calculate, and the amount of the
Escrowed Funds constitutes reasonable and appropriate
liquidated damages for Purchaser's failure to consummate the
Acquisition. Except for actual damages resulting from
Purchaser's material breach of Purchaser's obligations under
Section 7.6 of this Agreement and Purchaser's failure to
consummate a Subsequent Closing pursuant to Section 2.1(d) of
this Agreement, the amount of the Escrowed Funds shall
constitute the limit of Purchaser's liability under this
Agreement.
(b) In the event that Purchaser terminates this Agreement
pursuant to Section 7.1(b), or the Seller terminates this
Agreement pursuant to Section 7.1(j), Purchaser shall be
entitled to payment in an amount equal to Purchaser's
reasonable and actual out-of-pocket fees, costs and expenses
of its attorney's and other professionals incurred in
connection with the transactions contemplated by this
Agreement from the date of Seller's execution and delivery of
this Agreement through the date on which this Agreement is
terminated. Except for actual damages resulting from Seller's
material breach of Section 7.6 of this Agreement, the
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amounts payable by Seller under this subsection 8.10(b) shall
constitute the limit of Seller's liability under this
Agreement.
IN WITNESS WHEREOF, the corporate party hereto has caused this
Stock Purchase Agreement to be executed in counterparts by its duly authorized
officers and its corporate seal to be hereunto affixed and attested by its
officers thereunto duly authorized, and the individual party has signed his
name, all as of the day and year first above written.
CITIBANK, N.A.
By:_____________________________________
Name:______________________________
Title:_____________________________
----------------------------------------
MARSHALL T. REYNOLDS
c:\agree\citbkmtr.sp9
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EXHIBIT A
---------
AGREEMENT
THIS AGREEMENT ("Agreement"), dated as of April 20, 1995,
between Marshall T. Reynolds (the "Purchaser") and Abigail Adams
National Bancorp, Inc. ("Bancorp"), a Delaware corporation and
bank holding company.
W I T N E S S E T H:
WHEREAS, pursuant to a Rights Agreement dated as of April 12, 1994,
between Bancorp and The First National Bank of Maryland, as rights agent (the
"Bancorp Rights Agreement"), Bancorp declared a dividend of one common share
purchase right (the "Rights") for each outstanding share of common stock, par
value $10.00 per share, of Bancorp ("Bancorp Common Stock"), payable to
shareholders of record of Bancorp common stock on April 23, 1994; and
WHEREAS, the Rights are not exercisable until the
"Distribution Date" described in the Bancorp Rights Agreement;
and
WHEREAS, the Purchaser contemplates entering into a Stock Purchase
Agreement ("Stock Purchase Agreement") with Citibank, N.A. (the "Seller"), a
national banking association, the form of which is attached hereto as Exhibit A,
which provides, subject to the conditions therein contained, for the sale by
Seller to Purchaser of 203,038 shares (the "Shares") of Bancorp Common Stock,
said purchase being referred to in the Stock Purchase Agreement and this
Agreement as the "Acquisition"; and
WHEREAS, Purchaser and Seller are unwilling to enter into the Stock
Purchase Agreement without the execution of this Agreement, such that a
condition precedent to Purchaser's execution of the Stock Purchase Agreement is
the execution of this Agreement by Bancorp and the performance or the
undertaking to perform, as applicable, by Bancorp of its obligations hereunder;
and
WHEREAS, Bancorp has determined that consummation of the Acquisition,
subject to the terms set forth herein is in the best interests of Bancorp and
its stockholders; and
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties hereto do hereby agree as
follows:
<PAGE>
ARTICLE I
DEFINITIONS
Capitalized terms not otherwise defined herein are defined as in the
Bancorp Rights Agreement, a copy of which is attached hereto as Exhibit B, and
the form of Stock Purchase Agreement, a copy of which is attached hereto as
Exhibit A.
"Employment Agreement" shall mean the employment agreement dated March
31, 1993 among Bancorp, the Adams National Bank ("Adams") and Barbara Davis
Blum, as amended effective December 31, 1994, and as it may be further amended
from time to time.
"Severance Agreements" shall mean the severance agreements referenced
in Item 5 of Bancorp's Form 8-K report dated April 27, 1994 and appended thereto
as Exhibits No. 10.1 through 10.7, as such may be amended from time to time.
ARTICLE II
COVENANTS, UNDERTAKINGS AND OBLIGATIONS OF PURCHASER
2.1 Tender Offer
Within twenty (20) business days following the Initial Closing
Date of the Acquisition, Purchaser will commence a cash tender offer directed to
all stockholders of Bancorp (other than Seller), whereby Purchaser will offer to
purchase all outstanding shares of Bancorp Common Stock owned by such
stockholders for a cash price of $21.00 per share (the "Tender Offer"). The
Tender Offer shall remain open for a minimum of twenty (20) business days (the
"Tender Offer Period") and Purchaser shall purchase pursuant to the Tender Offer
all shares tendered and not withdrawn during the Tender Offer Period. The Tender
Offer shall be conducted in accordance with the requirements of Section 14(d) of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder, and in accordance with all other applicable requirements of law.
2.2 Purchaser covenants and agrees that, prior to the consummation of the Tender
Offer and the payment in full for any shares tendered, neither the Purchaser nor
any assignee of the Shares (or of Purchaser's right to purchase the Shares) will
vote such Shares without the consent of Bancorp's Board of Directors, to change
in any respect the composition of the Board of Directors.
ARTICLE III
COVENANTS, UNDERTAKINGS AND OBLIGATIONS OF BANCORP
3.1 Bancorp agrees to take all actions necessary so that
the execution, delivery and performance of the Stock Purchase
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Agreement and consummation of the Acquisition and the Tender Offer as
contemplated by this Agreement do not and will not result in Purchaser, any of
his Permitted Assignees (as defined by the Stock Purchase Agreement), or any of
their "Affiliates" or "Associates" becoming an "Acquiring Person" or an "Adverse
Person" (as such terms are defined in the Bancorp Rights Agreement), enable or
require any Rights under the Bancorp Rights Agreement to become exercisable, or
otherwise cause or give rise to the occurrence of a "Distribution Date" (as such
term is defined in the Bancorp Rights Agreement), which the parties hereto agree
may be effected by means of an amendment to the Rights Plan without a redemption
of the Rights.
3.2 Bancorp agrees not to take any action to oppose or
impede consummation of the Acquisition.
3.3 Bancorp agrees to take and to cause Adams to take all actions necessary so
that the execution, delivery and performance of the Stock Purchase Agreement and
consummation of the Acquisition and the Tender Offer as contemplated by the
Stock Purchase Agreement and this Agreement do not constitute a "Change in
Control" under the terms of any of the Severance Agreements or otherwise cause
any of the rights or benefits of the employees thereunder to become exercisable
or triggered.
3.4 Except as contemplated or required by the terms of this Agreement, Bancorp
agrees that prior to the Initial Closing Date, it shall not amend or alter in
any fashion the Bancorp Rights Agreement.
3.5 Except as contemplated or required by the terms of this Agreement, Bancorp
agrees that prior to the Initial Closing Date, it shall not amend or alter, or
permit Adams to amend or alter, in any fashion any of the Severance Agreements
or Employment Agreement without the prior written consent of the Purchaser.
3.6 Except as otherwise permitted hereby, between the date hereof and the
Initial Closing Date, Bancorp agrees that it will not, and will cause Adams not
to, without the prior written approval of the Purchaser:
(a) Make any change in its authorized capital stock.
(b) Issue any shares of its capital stock, securities
convertible into its capital stock, or any long term debt securities.
(c) Issue or grant any options, warrants, or other
rights to purchase shares of its common stock.
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(d) Enter into, amend to materially increase its obligations
under or materially increase its current level of contributions to, any pension,
retirement, stock option, profit sharing, deferred compensation, bonus, group
insurance, or similar plan in respect of any of its directors, officers, or
other employees.
(e) Mortgage, pledge, or subject to a lien or any other
encumbrance, any of their assets, dispose of any of its assets, incur or cancel
any debts or claims, or increase the current level of compensation or benefits
payable to its officers, employees or directors, except in the ordinary course
of business as heretofore conducted, or take any other action not in the
ordinary course of its business as heretofore conducted or incur any material
obligation or enter into any material contract not in the ordinary course of
business.
(f) Amend its Certificate of Incorporation or By-Laws,
in the case of Bancorp, or its Articles of Association or By-
laws, in the case of Adams.
3.7 (a) Notwithstanding any other provision of this Agreement, the parties agree
that the Employment Agreement may be amended by Bancorp and Adams to provide for
one or more extensions of the termination date of such agreement to a date not
beyond 90 days following the Initial Closing Date, on the same terms and
conditions, except for the termination date, as provided for therein.
(b) Notwithstanding any other provision of this Agreement,
Bancorp for incentive purposes may adopt a stock option plan and during the
first year of the plan issue to directors and employees of Bancorp and Adams
stock options to purchase in the aggregate a number of shares of Bancorp Common
Stock not in excess of 2.5% of the number of shares of Bancorp Common Stock
outstanding on the date hereof.
3.8 At the Initial Closing, upon satisfaction of the conditions set forth in
Article VI of the Stock Purchase Agreement, Bancorp shall deliver, and shall
cause Adams to deliver, a release of claims against National Bancshares, Inc.
("NBI") and each of its directors (collectively, the "NBI Group") and its
officers, employees and agents, in all material respects in the form attached to
the Stock Purchase Agreement as Exhibit C.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER
4.1 Authorized and Effective Agreement
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(a) Purchaser has all requisite power and authority to enter
into and perform all of its obligations under this Agreement and the Stock
Purchase Agreement. The execution and delivery of this Agreement and the Stock
Purchase Agreement and the consummation of the transactions contemplated hereby
and thereby have been duly and validly authorized by all necessary action in
respect thereof on the part of Purchaser. This Agreement constitutes a legal,
valid and binding obligation of Purchaser, which is enforceable against
Purchaser in accordance with its terms, subject, as to enforceability, to
bankruptcy, insolvency, receivership or conservatorship and other laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.
(b) Neither the execution and delivery of this Agreement or
the Stock Purchase Agreement, nor consummation of the transactions contemplated
hereby or thereby, nor compliance by Purchaser with any of the provisions hereof
or thereof, shall (i) constitute or result in a breach of any term, condition or
provision of, or constitute a default under, or give rise to any right of
termination, cancellation or acceleration with respect to, or result in the
creation of any lien, charge or encumbrance upon any property or asset of
Purchaser pursuant to, any note, bond, mortgage, indenture, license, agreement
or other instrument or obligation, or (ii) subject to receipt of all required
governmental approvals, violate any order, writ, injunction, decree, statute,
rule or regulation applicable to Purchaser.
4.2 Legal Proceedings: Regulatory Approvals
To the best of Purchaser's knowledge, as of the date of
Purchaser's execution and delivery of this Agreement, there are no actual
actions, suits or proceedings which present a claim to restrain or prohibit the
transactions contemplated herein. No fact or condition relating to Purchaser
known to Purchaser exists that would prohibit Purchaser from obtaining all of
the regulatory approvals contemplated herein.
5
<PAGE>
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BANCORP
5.1 Authorized and Effective Agreement
(a) Bancorp has all requisite corporate power and authority to
enter into and to perform all of its obligations under this Agreement. The
execution and delivery of this Agreement and consummation of the transactions
contemplated hereby have been duly and validly authorized by all necessary
corporate action in respect thereof on the part of Bancorp. This Agreement
constitutes a legal, valid and binding obligation of Bancorp, which is
enforceable against Bancorp in accordance with its terms, subject, as to
enforceability, to bankruptcy, insolvency, receivership or conservatorship and
other laws of general applicability relating to or affecting creditors' rights
and to general equity principles.
(b) Neither the execution and delivery of this Agreement nor
consummation of the transactions contemplated hereby, nor compliance by Bancorp
with any of the provisions hereof, shall (i) conflict with or result in a breach
of any provision of the Certificate of Incorporation or By-laws of Bancorp, (ii)
constitute or result in a breach of any term, condition or provision of, or
constitute a default under, or give rise to any Distribution Date with respect
to, the Bancorp Rights Agreement or any related documents, or (iii) subject to
receipt of all required governmental approvals, violate any order, writ,
injunction, decree, statute, regulation applicable to Bancorp.
5.2 Legal Proceedings
To the best of Bancorp's knowledge, as of the date of
Bancorp's execution and delivery of this Agreement, there are no actual pending
actions, suits or proceedings which present a claim to restrain or prohibit the
transactions contemplated herein.
ARTICLE VI
CONDITIONS PRECEDENT
6.1 Condition Precedent to Purchaser's Execution of this
Agreement
Purchaser's execution of this Agreement shall be subject to
the receipt by Purchaser and Seller of the opinion of Covington & Burling that
the execution, delivery and performance of the Stock Purchase Agreement and
consummation of the Tender Offer shall not result in the Purchaser or any of his
Permitted Assignees (as defined by the Stock Purchase Agreement) or any of
6
<PAGE>
their "Affiliates" or "Associates" becoming an "Acquiring Person" or an "Adverse
Person" (as such terms are defined by the Bancorp Rights Agreement) under the
Bancorp Rights Agreement or enable or require any Rights under the Bancorp
Rights Agreement to become exercisable, and that a "Distribution Date" (as such
term is defined in the Bancorp Rights Agreement) will not occur as a result of
the execution, delivery and performance of the Stock Purchase Agreement or the
announcement or consummation of the Tender Offer, such opinion to be in form and
substance satisfactory to Seller, Purchaser and their respective counsel.
6.2 Conditions Precedent - Purchaser
The obligations of the Purchaser to effect the Tender Offer as
contemplated by Section 2.1 of this Agreement shall be subject to satisfaction
of the following additional conditions at or immediately prior to the Initial
Closing Date of the Acquisition under the Stock Purchase Agreement unless waived
by Purchaser pursuant to Section 7.3 hereof:
(a) The representations and warranties of Bancorp set forth in
Section 5.1 hereof shall be true and correct in all material respects as of the
date of this Agreement and as of such Initial Closing Date as though made on and
as of such Initial Closing Date, except as otherwise expressly provided in this
Agreement or consented to in writing by Purchaser.
(b) Purchaser shall have consummated the Acquisition.
(c) Bancorp shall have in all material respects
performed all obligations and complied with all covenants
required or made by it in this Agreement.
(d) Bancorp shall have delivered to Purchaser and Seller a
certificate, dated as of the Initial Closing Date and signed by its authorized
representative, stating that to the (i) best of such person's knowledge the
conditions set forth in Section 6.2(c) have been satisfied; and (ii) since the
date of execution of this Agreement the Bancorp Rights Agreement has not been
amended or altered in any fashion, (iii) since the date of the certificate of
Bancorp directors and officers referred to and relied upon in the opinion of
Covington & Burling described in Section 6.1 hereof, no change has occurred in
any of the matters and facts set forth in such certificate.
ARTICLE VII
TERMINATION, WAIVER AND AMENDMENT
7.1 Termination
7
<PAGE>
This Agreement shall terminate, without any further action on
the part of either party, effective immediately upon the termination of the
Stock Purchase Agreement prior to the Initial Closing Date and may be terminated
as follows:
(a) At any time by the mutual consent in writing of
the parties hereto.
(b) At any time, by Purchaser in writing if Bancorp has, or by
Bancorp in writing if Purchaser has, in any material respect, breached (i) any
covenant or undertaking contained herein or (ii) any representation or warranty
contained herein, which breach has been materially adverse, and in the case of
(i) or (ii) such breach has not been cured by the earlier of 30 days after the
date on which written notice of such breach is given to the party committing
such breach or the Initial Closing Date; provided that neither party may
terminate this Agreement pursuant to this Section 7.1(b) if at such time such
party has, in any material respect, breached (i) any covenant or undertaking
contained herein or (ii) any representation or warranty contained herein and, in
either case, such breach has not been cured in all material respects.
7.2 Effect of Termination
In the event this Agreement is terminated pursuant to Section
7.1 hereof, this Agreement shall become void and have no effect.
7.3 Waiver
Except with respect to any required regulatory approval, each
party hereto, by written instrument signed by an authorized officer of such
party, may at any time extend the time for the performance of any of the
obligations or other acts of the other party hereto and may waive (i) any
inaccuracies of the other party in the representations or warranties contained
in this Agreement or any document delivered pursuant hereto, (ii) compliance
with any of the covenants, undertakings or agreements of the other party, or
satisfaction of any of the conditions precedent to its obligations, contained
herein or (iii) the performance by the other party of any of its obligations set
out herein. No waiver or extension shall be effective unless it is in writing
signed by the party granting such waiver or extension.
7.4 Amendment or Supplement
This Agreement may be amended or supplemented in writing at
any time by mutual agreement of Purchaser and Bancorp. No modification or
amendment of, or supplement to, this Agreement
8
<PAGE>
shall be effective unless signed by the party to be bound by such modification,
amendment or supplement.
9
<PAGE>
ARTICLE VIII
MISCELLANEOUS
8.1 Expenses
Except as provided elsewhere in this Agreement, each party
shall bear and pay all fees, expenses and costs that it incurred in connection
with the transactions contemplated by this Agreement, without limitation, fees
and expenses of its own financial consultants, accountants and counsel.
8.2 Entire Agreement
This Agreement contains the entire agreement between the
parties with respect to the transactions contemplated hereunder and supersedes
all prior arrangements or understandings with respect thereto, written or oral,
with respect to the subject matter hereof. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the parties hereto,
and their respective successors and Permitted Assignees. Nothing in this
Agreement, expressed or implied, is intended to confer upon any party, other
than the parties hereto, and their successors, any rights, remedies, obligations
or liabilities.
8.3 No Assignment
Neither of the parties hereto may assign any of its rights or
obligations under this Agreement to any other person without the prior written
consent of the non-assigning party.
8.4 Notices
All notices or other communications which are required or
permitted hereunder shall be in writing and sufficient if delivered personally
or sent by overnight express, or by registered or certified mail, postage
prepaid, addressed as follows:
If to Bancorp:
Abigail Adams National Bancorp, Inc.
1627 K Street, N.W.
Washington, DC 20006
Attention: Barbara Davis Blum
10
<PAGE>
With a required copy to:
Covington & Burling
1201 Pennsylvania Avenue, N.W.
P. O. Box 7566
Washington, DC 20044
Attention: D. Michael Lefever, Esquire
If to Purchaser:
Marshall T. Reynolds
P. O. Box 4040
Huntington, West Virginia 25729
With a required copy to:
Huddleston, Bolen, Beatty, Porter & Copen
611 Third Avenue
P. O. Box 2185
Huntington, West Virginia 25722-2185
Attention: Thomas J. Murray, Esquire
8.5 Captions
The captions contained in this Stock Purchase Agreement are
for reference purposes only and are not part of this Agreement.
8.6 Counterparts
This Agreement 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.
IN WITNESS WHEREOF, the corporate party has caused this Agreement to be
executed in counterparts by its duly authorized officers and its corporate seal
to be hereunto affixed and attested by its officers thereunto duly authorized,
and the individual party has signed his name, all as of the day and year first
above written.
11
<PAGE>
ABIGAIL ADAMS NATIONAL BANCORP, INC.
By:_____________________________________
Its:_______________________________
----------------------------------------
MARSHALL T. REYNOLDS
c:\h&r\a-adams8.agr
12
<PAGE>
EXHIBIT B
---------
ESCROW AGREEMENT ("Escrow Agreement") made this 21st day of
April, 1995, among MARSHALL T. REYNOLDS (the "Purchaser"), CITIBANK, N.A., a
national banking association (the "Seller"), and CITIZENS BANK OF MARYLAND (the
"Escrow Agent").
WHEREAS, the Purchaser and the Seller have entered into a
Stock Purchase Agreement (the "Stock Purchase Agreement") dated as of April 21,
1995 which requires Purchaser to deliver to the Escrow Agent a Deposit (as
defined in Section 2.2 of the Stock
Purchase Agreement);
NOW THEREFORE, the parties hereto agree as follows:
1. Except as otherwise provided herein, capitalized terms used
in the Stock Purchase Agreement shall have the same meaning when used herein.
2. Concurrently with the execution of the Stock Purchase
Agreement, Purchaser shall deliver to the Escrow Agent the Deposit to be held by
the Escrow Agent in an escrow account at _______________ in accordance with the
terms of this Escrow Agreement and the Stock Purchase Agreement. The Escrow
Agent shall invest the Deposit in overnight repurchase agreements collateralized
by United States Treasury securities. The Deposit plus all interest or other
moneys earned thereon after the deduction of fees and expenses of the Escrow
Agent as provided herein shall constitute the "Escrowed Funds."
3. The Escrow Agent shall not sell, transfer or in any manner
encumber the Escrowed Funds except pursuant to the terms of this Escrow
Agreement.
4. The Escrowed Funds shall be distributed by the
Escrow Agent as follows:
(a) If the Initial Closing occurs, the Escrowed
Funds shall be distributed at the Initial Closing to the Seller and
credited toward payment of the Purchase Price;
(b) If (i) the Stock Purchase Agreement is
terminated by either Seller or Purchaser pursuant to Section 7.1(c) or (f)
thereof or by the Seller pursuant to Section 7.1(b) thereof, (ii) Purchaser does
not at such time have the right to terminate the Stock Purchase Agreement under
Section 7.1 thereof and (iii) the Seller has not breached, in any material
respect, (A) any covenant or undertaking contained in the Stock Purchase
Agreement or (B) any representation or warranty contained in the Stock Purchase
Agreement, which breach has not been cured in all material respects, then the
Escrowed Funds shall be distributed to the Seller.
<PAGE>
(c) If the Stock Purchase Agreement is terminated
other than pursuant to Section 7.1(a) thereof and subsection (b) of this Section
4 does not apply, then the Escrowed Funds shall be distributed to Purchaser.
(d) If the Stock Purchase Agreement is terminated
pursuant to Section 7.1(a) thereof, the Escrowed Funds shall be distributed in
accordance with the joint instructions of the Seller and Purchaser.
5. In the event the Seller or Purchaser believes that it is
entitled to the Escrowed Funds, such party (the "Demanding Party") shall deliver
a notice ("Notice") to the other party (the "Other Party") and to the Escrow
Agent that shall set forth the reason(s) it believes it is entitled to the
Escrowed Funds. If, within ten days of the date of such Notice, the Other Party
either consents in writing to such distribution or the Escrow Agent receives no
Notice of Objection (as defined below) pursuant to paragraph 6 hereof, the
Escrow Agent shall pay the Escrowed Funds to the Demanding Party on the eleventh
day after the date of such Notice.
6. If a Notice is sent to the Escrow Agent and, within ten
days of the date of the Notice, the Escrow Agent and the Demanding Party receive
a written notice of objection ("Notice of Objection") from the Other Party, no
distribution shall be made until such dispute shall have been resolved by (a) an
agreement in writing signed by the Seller and Purchaser, or (b) by a final
judgment of a court of competent jurisdiction, as to which judgment the time for
appeal shall have expired and no appeal shall be pending, and the full and
executed counterpart of such agreement, or a certified copy of such final
judgment together with an affidavit of counsel for the Seller or Purchaser, as
the case may be, stating that the time to appeal therefrom has expired and no
appeal is pending, is delivered to the Escrow Agent, in which case the Escrow
Agent shall comply with the terms of such agreement or judgment.
7. The Seller and Purchaser agree with the Escrow Agent
as follows:
a. The Escrow Agent shall not be bound in any way by
any agreement or contract between the Seller and Purchaser
other than the Stock Purchase Agreement (and any amendments or
supplements thereto of which it has notice) or as specifically
set forth herein, and the Escrow Agent's only duties and
responsibilities shall be to hold and dispose of the Deposit
in accordance with the terms of the Stock Purchase Agreement
and this Escrow Agreement.
2
<PAGE>
b. The Escrow Agent may rely and shall be protected
in acting or refraining from acting upon any written notice,
instruction or request furnished to the Escrow Agent either by
the Seller or Purchaser by any of the persons whose names and
specimen signatures have been furnished to the Escrow Agent
pursuant to paragraph 9 hereof and it shall not be necessary
for the Escrow Agent to inquire into the authority of such
signer(s).
c. This Escrow Agreement may be altered or amended
only with the consent of all of the parties hereto. The Seller
and Purchaser may remove Citizens Bank of Maryland as Escrow
Agent at any time upon 10 days' written notice to the Escrow
Agent.
d. Any notice required to be given to the Escrow
Agent, the Seller or Purchaser shall be in writing and shall
be effective when delivered to the Seller or Purchaser at its
address as specified in Section 8.4 of the Stock Purchase
Agreement or to the Escrow Agent at the address specified
below:
Citizens Bank of Maryland
==============================
Attention:____________________
or such other address as the parties may have furnished each
other in writing, which notice of change of address shall be
effective only upon receipt.
e. The Escrow Agent shall charge the Escrowed Funds
for any reasonable expenses incurred in connection with this
Escrow Agreement, including attorneys' fees at its hourly
rates and including the actual cost of legal services should
the Escrow Agent deem it necessary to retain counsel (other
than any fees and expenses incurred by the Escrow Agent in
connection with a Notice of Objection, which fees and expenses
shall be paid by the Seller if a final judgment of a court of
competent jurisdiction is rendered for Purchaser and which
fees and expenses shall be paid by Purchaser if a final
judgment of a court of competent jurisdiction is rendered for
the Seller.
f. The Escrow Agent shall not be liable for any
action taken or omitted by the Escrow Agent in good faith and
in no event shall the Escrow Agent be liable or responsible
except for its own gross negligence or willful misconduct.
3
<PAGE>
g. Purchaser warrants to the Escrow Agent and the
Seller that (i) there is no security interest in the Deposit
or any part thereof, (ii) no financing statement under the
Uniform Commercial Code is on file in any jurisdiction
claiming a security interest in or describing (whether
specifically or generally) the Deposit or any part thereof,
and (iii) the Escrow Agent shall have no responsibility at any
time to ascertain whether any security interest exists in the
Deposit or any part thereof or to file any financing statement
under the Uniform Commercial Code with respect to the Deposit
or any part thereof.
8. This Escrow Agreement and its validity, construction and
performance shall be governed by the laws of the District of Columbia, without
giving effect to principles of conflict of laws thereof, and shall be binding
upon the Escrow Agent, Purchaser and the Seller and their respective successors
and permitted assigns. No party to this Escrow Agreement may assign its rights
or duties hereunder without the prior written consent of the other parties
hereto.
9. Simultaneously with the execution of this Escrow Agreement,
the Seller and Purchaser will each deliver to the Escrow Agent and to each other
a certificate containing the names and specimen signatures of its officers or
representatives authorized to sign this Escrow Agreement and notices,
instructions and other communications hereunder. These certificates may be
amended or replaced from time to time by later dated certificates delivered to
the Escrow Agent by the Seller or Purchaser, as the case may be.
IN WITNESS WHEREOF, the parties hereto have caused this Escrow
Agreement to be executed and delivered by their duly authorized officers or
representatives and have caused this Escrow Agreement to be dated as of the date
and year first above written.
CITIBANK, N.A.
By:________________________________
Name:_________________________
Title:________________________
-----------------------------------
MARSHALL T. REYNOLDS
4
<PAGE>
We accept appointment as Escrow Agent and acknowledge receipt of the Deposit.
CITIZENS BANK OF MARYLAND
By:________________________________
Name:_________________________
Title:________________________
c:\agree\citbkmtr.ea4
5
<PAGE>
1111-111
1072795bfe
exhc
EXHIBIT C
STANDSTILL AND RELEASE AGREEMENT
("Bancorp/Purchaser Release")
SPECIFIC RELEASE
FOR VALUABLE CONSIDERATION, the receipt and adequacy of which are
hereby acknowledged, each of the undersigned hereby releases and forever
discharges National Bancshares, Inc. and each of its associates, owners,
stockholders, subscribers, promoters, predecessors, successors, assigns, agents,
directors, officers, representatives, lawyers, consultants and employees, and
all persons acting by, through, under or in concert with them, or any of them
(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 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. and National Bancshares, Inc.;
2. that certain Stock Purchase Agreement, as Amended dated
June 1, 1994, between Citibank, N.A. and National Bancshares,
Inc.;
3. any attempt, effort, proposal or offer by or on behalf of
the Releasing Parties, or any of them, to acquire, or offer to
acquire, directly or indirectly, any shares or other interest
in Abigail Adams National Bancorp, Inc. or any of its property
or assets;
4. any dealings, negotiations, discussions, agreements,
contracts between National Bancshares, Inc. and Abigail Adams
National Bancorp, Inc., or on their respective behalves,
regarding the proposed, planned, attempted or offered
acquisition by National Bancshares, Inc. of, or offer to
acquire, any shares or other interest in Abigail Adams
National Bancorp, Inc., from whatever source;
5. any action or failure to take action, by or on behalf of
National Bancshares, Inc., including without limitation any
statements made or claims asserted or threatened, in any way
relating to Abigail Adams National Bancorp, Inc., any shares
<PAGE>
of or other interest therein of any subsidiary, employee,
officer, director, agent or attorney thereof or of any
subsidiary thereof;
6. any effort or attempt by National Bancshares, Inc. to
cause Abigail Adams National Bancorp, Inc. or the Adams
National Bank to take or not to take any action relating to
any agreement by it or any subsidiary with any officer or
employee thereof;
7. any dealings, negotiations, discussions, agreements,
contracts, actions inaction by or between Citibank, N.A. and
National Bancshares, Inc., or on their behalves, regarding the
proposed, attempted, planned or offered acquisition of shares
in Abigail Adams National Bancorp, Inc. by National
Bancshares, Inc.;
8. the performance or termination of any agreements between
Citibank, N.A. and National Bancshares, Inc.;
9. any dealings, negotiations, discussions, agreements or
contracts between Citibank, N.A. and the Purchaser regarding
the proposed acquisition of shares in Abigail Adams National
Bancorp, Inc. by the Purchaser;
10. shares of Abigail Adams National Bancorp, Inc. held by
Citibank, N.A. as collateral for a certain loan to certain
individuals, among others, who are or were among the officers
and directors of Abigail Adams National Bancorp, Inc.; or
11. the alleged agreement between Citibank, N.A. and National
Bancshares, Inc., which was the subject of Civil Action No.
13810 in the Court of Chancery of the State of Delaware in and
for New Castle County.
(individually, a "Released Claim," and collectively, "Released Claims"). This
Release shall not release or discharge any claim that does not arise from, or is
not in connection with or related to items 1 through 11, above.
Each of the Releasing Parties represents and warrants to the Released
Parties that he 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 the Releasing Party. It is the intention of
each of the undersigned that this indemnity does not require payment as a
condition precedent to recovery by the Released Parties from the undersigned
under this indemnity.
1111-111/1072795bfe/exhc
2
<PAGE>
Each of the Released Parties agrees that if he 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 (individually and not jointly) pay to such Released Party, in
addition to any other damages caused thereby, all attorneys' fees incurred by
the Releasing 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 FOLLOWS]
------------------------------
[individual]
STATE OF *
* ss:
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.
------------------------------
Notary Public in and for
Said County and State
[Seal]
------------------------------
[corporation]
1111-111/1072795bfe/exhc
3
<PAGE>
By: __________________________
Title: _______________________
STATE OF *
* ss:
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/vide-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.
------------------------------
Notary Public in and for
Said County and State
[Seal]
1111-111/1072795bfe/exhc
4
<PAGE>
1111-111/1072795bfe/exhd
EXHIBIT D
STANDSTILL AND RELEASE AGREEMENT
("NBI Release")
SPECIFIC RELEASE
FOR VALUABLE CONSIDERATION, the receipt and adequacy of which are
hereby acknowledged, each of the undersigned (i.e., National Bancshares, Inc., a
Delaware corporation, and each of its directors, James F. McCall, Frank Francois
and Theodore A. Adams, Jr. in their corporate and individual capacities)
(together, the "Releasing Parties"), hereby releases and forever discharges
Citibank, N.A., Abigail Adams National Bancorp, Inc., The Adams National Bank
and _________________________ (who is the "Purchaser," as such term is defined
in that certain Standstill and Release Agreement dated as of February ____, 1995
between Citibank, N.A. and National Bancshares, Inc.), and each of their
respective associates, owners, stockholders, subscribers, promoters,
predecessors, successors, heirs, assigns, agents, directors, officers, partners,
representatives, lawyers, consultants and employees and all persons acting by,
through, under or in concert with them, or any of them, and any other person or
entity (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 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. and National Bancshares, Inc.;
2. that certain Stock Purchase Agreement, as Amended dated
June 1, 1994, between Citibank, N.A. and National Bancshares,
Inc.;
3. any attempt, effort, proposal or offer by or on behalf of
the Releasing Parties, or any of them, to acquire, or offer to
acquire, directly or indirectly, any shares or other interest
in Abigail Adams National Bancorp, Inc. or any of its property
or assets;
4. any dealings, negotiations, discussions, agreements,
contracts, actions or inactions by or between the Releasing
Parties, or any of them, on the one hand, and the Released
<PAGE>
Parties, or any of them, on the other hand, or on their respective
behalves, regarding the proposed, planned, attempted or offered
acquisition by National Bancshares, Inc. of, or offer to acquire, any
shares or other interest in Abigail Adams National Bancorp, Inc., from
whatever source;
5. any action or failure to take action, by or on behalf of the
Released Parties, or any of them, including without limitation any
statements made or claims asserted or threatened, in any way relating
to the Releasing Parties, or any of them, any subsidiary, employee,
officer, director, agent or attorney thereof;
6. any effort or attempt by the Released Parties, or any of
them, to cause any person or entity to take or not to take any
action relating to Abigail Adams National Bancorp, Inc. or the
Adams National Bank;
7. rights, claims, obligations, duties or liabilities under
the D.C. Human Rights Act, as may be amended from time to
time, and any rules or regulations thereunder;
8. the performance or termination of any agreements between
Citibank, N.A. and National Bancshares, Inc.;
9. any dealings, negotiations, discussions, agreements,
contracts between Citibank, N.A. and any other person or
entity regarding Abigail Adams National Bancorp, Inc.;
10. shares of Abigail Adams National Bancorp, Inc. held by
Citibank, N.A. as collateral for a certain loan to certain
individuals, among others, who are or were among the officers
and directors of Abigail Adams National Bancorp, Inc.; or
11. the alleged agreement between Citibank, N.A. and National
Bancshares, Inc., which was the subject of Civil Action No.
13810 in the Court of Chancery of the State of Delaware in and
for New Castle County.
(individually, a "Released Claim," and collectively, "Released Claims"). This
Release shall not release or discharge any claim that does not arise from, or is
not in connection with or related to items 1 through 11, above.
Each of the Releasing Parties represents and warrants to the Released
Parties that he 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 the Releasing Party. It is the intention of
each of the undersigned that this indemnity does not require payment as a
condition precedent to
1111-111/1072795bfe/exhd
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<PAGE>
recovery by the Released Parties from the undersigned under this
indemnity.
Each of the Released Parties agrees that if he 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 (individually and not jointly) pay to such Released Party, in
addition to any other damages caused thereby, all attorneys' fees incurred by
the Releasing 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 FOLLOWS]
------------------------------
James F. McCall
STATE OF *
* ss:
COUNTY OF *
On this _____ day of _______________, in the year 1995, before me, the
undersigned, personally appeared James F. McCall, 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 executed it.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year before written.
------------------------------
Notary Public in and for
Said County and State
[Seal]
------------------------------
Frank Francois
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<PAGE>
STATE OF *
* ss:
COUNTY OF *
On this _____ day of _______________, in the year 1995, before me, the
undersigned, personally appeared Frank Francois, 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 executed it.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year before written.
------------------------------
Notary Public in and for
Said County and State
[Seal]
------------------------------
Theodore A. Adams, Jr.
STATE OF *
* ss:
COUNTY OF *
On this _____ day of _______________, in the year 1995, before me, the
undersigned, personally appeared Theodore A. Adams, 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 executed it.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year before written.
------------------------------
Notary Public in and for
Said County and State
[Seal]
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<PAGE>
National Bancshares, Inc., a Delaware corporation
By: __________________________
Title: _______________________
STATE OF *
* ss:
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 executed
it.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year before written.
------------------------------
Notary Public in and for
Said County and State
[Seal]
1111-111/1072795bfe/exhd
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<PAGE>
EXHIBIT E
TO
STOCK PURCHASE AGREEMENT
("Seller Release" per Section 6.1(c))
SPECIFIC RELEASE
FOR VALUABLE CONSIDERATION, the receipt and adequacy of which are
hereby acknowledged, except as expressly stated below, the undersigned Citibank,
N.A. (the "Releasing Party") hereby releases and forever discharges Abigail
Adams National Bancorp, Inc. ("Bancorp"), The Adams National Bank ("Adams") and
each of their affiliates and subsidiaries (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 , but
excluding any person who is an "Excluded Director" as hereinafter defined
(collectively, the "Released Parties" and individually, a "Released Party"), 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 Releasing Party 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 Bancorp pledged to Citibank as
collateral (the "Shares") or of Bancorp or the Bank (or of any
interest in any of them);
<PAGE>
(4) any dealings, negotiations, discussions, communications,
agreements, or contracts between or among the Releasing Party, or its
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 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 Bancorp, the Bank or the Shares;
(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.
Abigail Adams 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 the 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, to the Releasing Parties, or
any of them, in connection with Bancorp, Adams 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 Mark G. Griffin, Karen Griffin, Richard W. Naing, Maria L.
Naing, Barbara D. Blum, the Wynmark Trust and the E.A. Griffin Trust
as borrowers (the "Borrowers");
(c) arises solely under the terms of that certain settlement agreement
dated as of
2
<PAGE>
June 30, 1994 between Citibank and Barbara D. Blum ("Blum"); or
(d) arises under, or constitutes a contract, agreement, promise,
right, privilege, immunity or indebtedness under, that certain Stock
Purchase Agreement dated April 21, 1995 (as may be amended from time
to time) between Citibank and Marshall T. Reynolds, or under the
"Escrow Agreement" as such term is defined therein.
The Releasing Party represents and warrants to the Released Parties
that it has not assigned or transferred any interest in any Released Claim, and
the Releasing Party agrees 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 the Releasing Party that this indemnity does not require
payment as a condition precedent to recovery by the Released Parties from the
undersigned under this indemnity.
The Releasing Party agrees that if 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 the 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.
The term, "Excluded Director," as used herein shall mean and include
the following individuals: [insert names of individuals who are directors of
Bancorp at Closing, and who fail or refuse to execute and deliver the
Bancorp/Adams/Director Release]. Notwithstanding any other term or provision of
this Release to the contrary, Excluded Directors, and any person or entity who
would be entitled to the benefits of this Release solely by virtue of being a
successor, assign or heir of such person, or a person acting by, through or in
concert with such person, shall not be considered to be a "Released Party" or
"Released Parties" hereunder, and shall not be entitled to any right, benefit,
immunity or privilege as a result hereof.
[SIGNATURE FOLLOWS]
3
<PAGE>
CITIBANK, N.A.
By: ________________________________________
Title: _____________________________________
STATE OF )
) ss.
CITY/COUNTY OF )
On this ____ day of July, 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 ____________________________ 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.
-------------------------------------------
Notary Public in and for
Said County and State
[Seal]
4
<PAGE>
EXHIBIT F
TO
STOCK PURCHASE AGREEMENT
("Bancorp/Adams/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 Abigail Adams National Bancorp, Inc.
("Bancorp") pledged to Citibank as collateral (the "Shares") or of
Bancorp or the Adams National Bank (the "Bank") (or of any interest in
any of
SPAEXE2.DOC
<PAGE>
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.
Abigail Adams 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,
Adams 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 Mark G. Griffin, Karen Griffin, Richard W. Naing, Maria L.
Naing, Barbara D. Blum, the Wynmark Trust and the E.A. Griffin Trust
as borrowers (the "Borrowers"), and is
2
<PAGE>
a 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 Barbara D. Blum
("Blum"), and is a Claim which is, and continuously has been owned and
held by Blum; 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 Marshall T. Reynolds, 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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3
<PAGE>
--------------------------------------------
[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.
--------------------------------------------
Notary Public in and for
Said County and State
[Seal]
SPAEXE2.DOC
4
<PAGE>
[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.
-------------------------------------------
Notary Public in and for
Said County and State
[Seal]
SPAEXE2.DOC
5
<PAGE>
