Deposit Transfer And Asset Purchase Agreement

EXHIBIT 10.16


DEPOSIT TRANSFER
AND ASSET PURCHASE AGREEMENT


between


ROOSEVELT BANK


and


ALLEGIANT BANCORP, INC.


Dated: May 8, 1997


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DEPOSIT TRANSFER AND ASSET PURCHASE AGREEMENT
---------------------------------------------


THIS DEPOSIT TRANSFER AND ASSET PURCHASE AGREEMENT, dated as of May 8, 1997 (this "Agreement"), is made by and between ROOSEVELT BANK, a federal stock savings bank having its principal place of business at 900 Roosevelt Parkway, Chesterfield, Missouri 63017 (the "Seller") and Allegiant Bancorp, Inc., a Missouri corporation having its principal place of business at 7801 Forsyth Boulevard, St. Louis, Missouri 63105 (the "Buyer").


RECITALS


A. The Seller operates a branch office at 509 West Highway 50, Union, Missouri 63084 (the "Branch Office").


B. The Seller desires to transfer to the Buyer, and the Buyer desires to accept the transfer from the Seller of, certain assets, liabilities, duties, responsibilities and obligations of the Seller directly attributable to the Branch Office.


NOW, THEREFORE, in consideration of the mutual promises herein set forth and other valuable consideration, the receipt, sufficiency and mutuality of which are hereby acknowledged, the Seller and the Buyer hereby agree as follows:


ARTICLE I


DEFINITIONS


Certain Defined Terms. As used in this Agreement, the following terms
---------------------- shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):


1.1 "Agreement" shall mean this Deposit Transfer and Asset Purchase
----------- Agreement by and between the Buyer and the Seller and any amendments hereto. References to Articles, Sections, Schedules and the like refer to the Articles, Sections, Schedules and the like of this Agreement unless otherwise indicated.


1.2 "Book Value" with respect to any Seller liability or asset shall
------------ mean the dollar amount of such liability or asset reflected on the financial records of the Seller as of the Closing Date on an unconsolidated basis (exclusive of any reserves). These dollar amounts shall be further adjusted for any differences in accounts, suspense items, unposted debits and credits and other similar adjustments and corrections, all as reflected on the Records of the Seller as of the Closing Date.


1.3 "Business Day" shall mean a day on which the Buyer is open for
-------------- business and which is not a Sunday or legal bank holiday.


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1.4 "Closing" shall mean the consummation of the transactions
--------- contemplated by this Agreement on the Closing Date.


1.5 "Closing Date" unless otherwise agreed to by the Parties in
-------------- writing, shall mean the date advised by the Seller to the Buyer, but not earlier than the first day (and no later than the 90th day) following the date on which all conditions set forth in Article XI hereof have been satisfied and no later than December 31, 1997.


1.6 "Deposit" shall mean a deposit as defined in and within the
--------- meaning of Section 3(1) of the FDI Act, as amended, 12 U.S.C. Section 1813(l), including, without limitation, (a) accrued interest, fees and charges payable to the holders thereof; and (b) all uncollected items included in the depositors' balances and credited on the Records of the Seller; provided
-------- that the term "Deposit" shall not include all or any portion of thos deposit - ---- balances (a) that may be required, in the discretion of the Seller, to satisfy it for any liquidated or contingent liability of a depositor arising from an unauthorized or unlawful transaction, or (b) of any Person obligated on any loan of the Seller which (1) has been charged off, in whole or in part, the Records of the Seller as of the Closing Date, (2) is required to be charged off, in whole or in part, the Records of the Seller on or before the Closing Date in accordance with written instructions of the appropriate regulatory authority, whether or not any such assets have been charged off the Records of the Seller as of the Closing Date, or (3) is past due as of the Closing Date.


1.7 "Fixtures" shall mean those improvements, additions, alterations
---------- and installments constituting all or a part of the Owned Branch Premises as of the Closing Date.


1.8 "Furniture and Equipment" shall mean all furniture and equipment
------------------------- (except as noted on Schedule 1.8) that is owned or leased by the Seller and
------------ located on the Owned Branch Premises including, without limitation, those items listed on Schedule 1.8.
------------


1.9 "Owned Branch Premises" shall mean the real property described on
----------------------- Schedule 1.9 together with the buildings and improvements thereon. - ------------


1.10 "Party" shall mean either the Buyer or the Seller, and
------- "Parties" shall mean the Buyer and the Seller. - ---------


1.11 "Person" shall mean any individual, corporation, partnership,
-------- joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.


1.12 "Record" or "Records" shall mean any and all records of the
-------- --------- Seller, including, without limitation, all papers, microfiche, microfilm and computer records (including, but not limited to, magnetic tape, disc storage, card forms and printed copy), generated or maintained by the Seller in respect of and relating solely to the Branch Office and in the possession of the Seller on the Closing Date.


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ARTICLE II


DEPOSITS


2.1 Payment; Availability of Deposits. On the Closing Date, the
--------------------------------- Seller hereby agrees to transfer to the Buyer, and the Buyer hereby agrees to assume, pay, discharge and perform all liabilities, duties, responsibilities and obligations of the Seller in respect of, the Deposits of the Seller directly attributable to the Branch Office (collectively, the "Transferred Deposits"), which Transferred Deposits shall include those Deposits listed on Schedule 2.1
------------ and all Deposits made at the Branch Office from the date of such Schedule 2.1
------------ to and including the Closing Date. The Buyer agrees to open an account in the name of each respective depositor in an amount equal to the Transferred Deposit of such depositor and containing terms and conditions which are the same as were applicable to the Transferred Deposit prior to the assumption thereof by the Buyer pursuant hereto. From and after the Closing Date, the Buyer agrees to commence payment of or otherwise make available to each such depositor such Transferred Deposit in accordance with the terms and conditions applicable to such Transferred Deposit.


2.2 Interest on Transferred Deposits. From and after the Closing
-------------------------------- Date, the Buyer hereby agrees to pay interest that has accrued and/or will accrue from and after the Closing Date on all Transferred Deposits in accordance with the terms and conditions of each written agreement relating to each such Deposit (the "Deposit Agreement") or, if not otherwise prescribed in writing, at the rate, if any, in effect at the Branch Office for such Deposit as of the Closing Date. This Section 2.2 is not intended to be construed as a limitation of the Buyer's ability to change the terms and conditions of the Deposit Agreement so long as such change (a) is not in violation of the terms and conditions of the Deposit Agreement, (b) is not effective until after the Closing Date and (c) is in accordance with all applicable federal and state laws, rules and regulations, including, without limitation, those governing advance customer notification.


2.3 Secured Deposits. Transferred Deposits constituting public
---------------- monies secured and perfected by a pledge of securities or other assets of the Seller, if any, shall be transferred to the Buyer on the Closing Date, and the Buyer shall substitute securities or other assets of the Buyer to secure such Deposits in the manner required by law and/or any agreement, instrument or other document entered into between the Seller and the depositor thereof. The Seller shall retain, and the Buyer shall cooperate with the Seller in securing the release of, all securities and other assets of the Seller securing such Transferred Deposits.


ARTICLE III


ASSETS


3.1 Assets Purchased. On the Closing Date, the Buyer shall purchase
---------------- from the Seller, and the Seller shall sell, assign, transfer, convey and deliver to the Buyer, except as otherwise provided in Section 3.2 hereof, all right, title and interest of the Seller in and to each of the following assets of the Seller directly attributable to the Branch Office and appearing on the


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Records of the Seller as of the Closing Date (collectively, the "Transferred Assets"):


(a) All Owned Branch Premises, Fixtures, Furniture and Equipment described in Schedule 1.8. and Schedule 1.9, excepting those certain items
------------ ------------ of Furniture and Equipment, if any, which are expressly noted on Schedule 1.8
------------ to be retained by the Seller;


(b) All overdrafts (including overdrafts made pursuant to any overdraft protection plan of the Seller) on the accounts associated with the Transferred Deposits identified in Section 2.1;


(c) Safekeeping business, if any, attributable to the Branch Office on the terms and conditions set forth in Section 5.3.


(d) Safe Deposit Boxes and Safe Deposit Box business attributable to the Branch Office, on the terms and conditions set forth in Section 5.4.


(e) (i) those direct consumer and commercial loans (including interest, fees, and charges payable by the obligors thereon) directly attributable to the Branch Office the application for which are made at the Branch Office (the "Branch Office Loans") listed on Schedule 3.1(e) hereto,
--------------- (ii) any Branch Office Loans (including interest, fees, and charges payable by the obligors thereon) made between the date of such Schedule 3.1(e) and the
--------------- Closing Date and (iii) any reserves for unearned credit insurance premiums with respect to the Branch Office Loans (hereinafter, collectively, the "Transferred Loans").


3.2 Assets Excluded. Except as expressly set forth herein, the
--------------- Buyer shall not acquire any of the following assets, duties, responsibilities or obligations of the Seller:


(a) All assets of the Seller not directly attributable to the Branch Office;


(b) Any computer software or programs of the Seller;


(c) All Branch Office loans, if any, (including interest, fees, and charges payable by the obligors thereon) directly attributable to the Branch Office that are listed on Schedules 3.2(c); and


(d) All items of Furniture and Equipment, if any, expressly noted on Schedule 1.8 to be retained by the Seller.
------------


3.3 Title, Other Warranties.
-----------------------


(a) The Seller represents and warrants that on the Closing Date it will be the owner of the Transferred Assets and that such Transferred Assets will be conveyed to the Buyer free and clear of all liens and encumbrances which would materially interfere with the use of the Owned Branch Premises as they are currently being used.


(b) Except as specifically set forth herein, the Seller makes no representations


5 6 whatsoever, whether express or implied, as to the condition, use, safety or fitness of the Owned Branch Premises, Fixtures, Furniture and Equipment. The Owned Branch Premises, Fixtures, Furniture and Equipment shall be sold "as is, where is."


3.4 Title Insurance. The Seller shall obtain and deliver to the
--------------- Buyer on the Closing Date or within a reasonable time thereafter a policy of owner's title insurance covering the Owned Branch Premises.


3.5 Risk of Loss. If the Owned Branch Premises are damaged or
------------ destroyed prior to the Closing Date, and if such damage is not fully repaired to the reasonable satisfaction of the Buyer and the Seller by the Closing Date, then the Buyer shall have the option to either consummate or terminate this transaction. The Buyer shall make such election in writing within 15 days after receipt of written notice of damage or destruction from the Seller. If the Buyer elects to terminate this transaction, then this Agreement shall become null and void and neither party shall have any further liability or obligations hereunder. If the Buyer does not elect to terminate, then the Seller shall assign and transfer to the Buyer on the Closing Date all of the Seller's right, title and interest in and to all insurance proceeds paid or payable to the Seller on account of such damage and the Seller shall have no obligation to repair or restore the Owned Branch Premises.


ARTICLE IV


INDEMNIFICATION


4.1 Buyer's Indemnity.
-----------------


(a) The Buyer hereby agrees to indemnify, save and hold harmless the Seller from and against any and all claims, liabilities, costs, expenses and obligations (including, without limitation, reasonable costs and expenses of counsel) arising out of or relating to (1) the Transferred Assets and the Transferred Deposits and any and all liabilities, obligations, requirements and duties with respect thereto arising on and after the Closing Date, (2) the conduct of business by the Buyer at the Branch Office on and after the Closing Date or (3) the failure of the Buyer to comply with any of the terms of this Agreement.


(b) In the event that the Seller shall receive notice of a claim subject to indemnification pursuant to the preceding Section 4.1(a), the Seller shall notify the Buyer of such claim within 30 business days, and the Buyer shall defend, discharge, satisfy and/or settle such claim at the Buyer's sole cost and expense. In the event that the Buyer shall fail or refuse to defend, discharge, satisfy or settle such claim, the Seller may defend, discharge, satisfy or settle such claim and shall be reimbursed by the Buyer for any and all costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Seller in respect of such matter.


4.2 Seller's Indemnity.
------------------


(a) The Seller hereby agrees to indemnify, save and hold harmless the Buyer


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from and against any and all claims, liabilities, costs, expenses and obligations (including, without limitation, reasonable costs and expenses of counsel) arising out of or relating to (1) the Transferred Assets and the Transferred Deposits and any and all liabilities, obligations, requirements and duties of the Seller with respect thereto arising prior to the Closing Date, (2) the conduct of business by the Seller at the Branch Office prior to the Closing Date (including failure to perfect collateral as is done by the Seller in the normal course) or (3) the failure of the Seller to comply with any of the terms of this Agreement.


(b) In the event that the Buyer shall receive notice of a claim subject to indemnification pursuant to the preceding Section 4.2(a), the Buyer shall notify the Seller of such claim within 30 business days, and the Seller shall defend, discharge, satisfy and/or settle such claim at the Seller's sole cost and expense. In the event that the Seller shall fail or refuse to defend, discharge, satisfy or settle such claim, the Buyer may defend, discharge, satisfy or settle such claim and shall be reimbursed by the Seller for any and all costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Buyer in respect of such matter.


ARTICLE V


OTHER AGREEMENTS


5.1 Agreement with Respect to Data Processing Conversion. The
---------------------------------------------------- Parties agree that each shall use its best efforts to convert the Transferred Deposits and Transferred Assets on the Seller's data processing system to the Buyer's data processing system, such conversion to be effective on the first Business Day following the Closing Date.


5.2 Agreement with Respect to Buyer's Right to Accept the Transferred
----------------------------------------------------------------- Loans. The Buyer and the Seller agree that up to the Closing Date the Buyer shall have a continuing right to review all Branch Office loans (except those identified on Schedule 3.2(c)) to determine whether such loans are to be included in the Transferred Loans. The Buyer shall have the right to reject any of such loans so reviewed up to the Closing Date. Such review(s) shall be conducted at a time or times mutually agreeable to the Buyer and the Seller. Up to the Closing Date, the Seller shall advise the Buyer of any new loans or renewed loans made at the Branch Office and shall keep the Buyer advised as to credit issues with respect to any loans.


5.3 Agreement with Respect to Safekeeping Business.
----------------------------------------------


(a) On the Closing Date, the Seller shall sell, assign, transfer, convey and deliver to the Buyer, and the Buyer shall accept (1) all right, title and interest of the Seller in and to the safekeeping business of the Seller at the Branch Office including, without limitation, custody of all securities and other items, if any, held by the Seller in safekeeping as the Closing Date, together with all of the Records relating thereto, and (2) any right or benefit with respect thereto from and after the Closing Date.


(b) On the Closing Date, the Buyer shall assume and agree to pay, perform and discharge all of the duties and obligations of the Seller with respect to such securities and other


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items held in safekeeping.


5.4 Agreement with Respect to Safe Deposit Business.
-----------------------------------------------


(a) On the Closing Date, the Seller shall sell assign, transfer, convey and deliver to the Buyer, and the Buyer shall accept, all right, title and interest of the Seller in and to the Safe Deposit Boxes and related business of the Seller at the Branch Office and any right or benefit with respect thereto from and after the Closing Date.


(b) On the Closing Date, the Buyer shall assume and agree to discharge, in the usual course of ...