Preview
Full Doc
 | 2006 |
Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (269K)
Doc #1214535: Click preview link for longer preview.
AGREEMENT AND PLAN OF REORGANIZATION
by and among
TRUSTMARK CORPORATION
and
REPUBLIC BANCSHARES OF TEXAS, INC.
Dated as of April 13, 2006
(STOCK/CASH TRANSACTION)
TABLE OF CONTENTS
Page
_______
______________
I.
THE MERGERS
1
Section 1.1.
Mergers
1
Section 1.2.
Articles of Incorporation, Bylaws and Facilities . . .
1214535
|
 Citizens Banking
As referenced in this Agreement and Plan of Reorganization:
Citizens Banking Corp – 4/12/06
Average
Close
Final
Average
Close
Alabama National BanCorp.
Birmingham
AL
ALAB
$65.63
BancorpSouth Inc.
Tupelo
MS
BXS
$23.92
Chittenden Corp.
Burlington
VT
CHZ
$27.91
Citizens Banking Corp .
Flint
MI
CBCF
$25.65
Cullen/Frost Bankers Inc.
San Antonio
TX
CFR
$52.31
First Midwest Bancorp Inc.
Itasca
IL
FMBI
$35.69
FirstMerit Corp.
Akron
OH
FMER
$
_____________
dt 1423847
;
Chittenden
As referenced in this Agreement and Plan of Reorganization:
Chittenden Corp – designated peer group.
Name
City
St.
Ticker
4/12/06
Average
Close
Final
Average
Close
Alabama National BanCorp.
Birmingham
AL
ALAB
$65.63
BancorpSouth Inc.
Tupelo
MS
BXS
$23.92
Chittenden Corp .
Burlington
VT
CHZ
$27.91
Citizens Banking Corp.
Flint
MI
CBCF
$25.65
Cullen/Frost Bankers Inc.
San Antonio
TX
CFR
$52.31
First Midwest Bancorp Inc.
Itasca
IL
_____________
dt 1366158
;
FirstMerit
As referenced in this Agreement and Plan of Reorganization:
FirstMerit Corp. – CHZ
$27.91
Citizens Banking Corp.
Flint
MI
CBCF
$25.65
Cullen/Frost Bankers Inc.
San Antonio
TX
CFR
$52.31
First Midwest Bancorp Inc.
Itasca
IL
FMBI
$35.69
FirstMerit Corp.
Akron
OH
FMER
$23.57
Fulton Financial Corp.
Lancaster
PA
FULT
$16.55
Greater Bay Bancorp
Palo Alto
CA
GBBK
$26.50
Hancock Holding Co.
Gulfport
MS
HBHC
$44.
_____________
dt 1447653
;
|
Fulton Financial
As referenced in this Agreement and Plan of Reorganization:
Fulton Financial Corp. – MI
CBCF
$25.65
Cullen/Frost Bankers Inc.
San Antonio
TX
CFR
$52.31
First Midwest Bancorp Inc.
Itasca
IL
FMBI
$35.69
FirstMerit Corp.
Akron
OH
FMER
$23.57
Fulton Financial Corp.
Lancaster
PA
FULT
$16.55
Greater Bay Bancorp
Palo Alto
CA
GBBK
$26.50
Hancock Holding Co.
Gulfport
MS
HBHC
$44.73
MB Financial Inc.
Chicago
IL
MBFI
$34.
_____________
dt 1448251
;
Park National
As referenced in this Agreement and Plan of Reorganization:
Park National Corp. – Gulfport
MS
HBHC
$44.73
MB Financial Inc.
Chicago
IL
MBFI
$34.91
Old National Bancorp
Evansville
IN
ONB
$20.55
Pacific Capital Bancorp
Santa Barbara
CA
PCBC
$32.60
Park National Corp.
Newark
OH
PRK
$102.92
Sky Financial Group Inc.
Bowling Green
OH
SKYF
$25.39
South Financial Group Inc.
Greenville
SC
TSFG
$25.14
Susquehanna Bancshares Inc.
Lititz
PA
_____________
dt 1443455
;
More... |
Preview
Full Doc
| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (291K)
Doc #2186965: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and between
REPUBLIC BANCORP INC.
and
CITIZENS BANKING CORPORATION
---------------------
DATED AS OF JUNE 26, 2006
TABLE OF CONTENTS
ARTICLE I
THE MERGER
1.1 The Merger........................................ . . .
2186965
|
Fannie Mae
As referenced in this Agreement and Plan of Merger:
Federal National
Mortgage Association – II Issuer by the Government National
Mortgage Association; (iii) by the Department of Veteran's Affairs to originate
and service VA loans; and (iv) as a seller/servicer by the Federal National
Mortgage Association and the Federal Home Loan Mortgage Corporation to originate
and service conventional residential mortgage Loans (each such entity being
referred to herein as an "Agency" and, collectively, the "Agencies").
(
_____________
dt 1606782
;
Anchor BanCorp
As referenced in this Agreement and Plan of Merger:
Anchor Bancorp Wisconsin Inc. – National Bancorp 7.2%
Wintrust Financial Corp. 6.7%
MB Financial Inc. 5.3%
Amcore Financial Inc. 3.9%
Chemical Financial Corp. 4.0%
First Financial Bancorp (Ohio) 3.2%
Anchor Bancorp Wisconsin Inc. 3.5%
Irwin Financial Corp. 3.2%
1st Source Corp. 3.3%
Independent Bank Corp. (Michigan) 3.1%
{PAGE}
Exhibit B
Citizens Bylaw Amendment
The Bylaws of Citizens as
_____________
dt 1637708
;
|
FirstMerit
As referenced in this Agreement and Plan of Merger:
FirstMerit Corp. – Hartman
Title: Chairman, President and CEO
Signature Page to Agreement and Plan of Merger
{PAGE}
Exhibit A
Index Group Members and Weights
Company Weight
------- ------
Sky Financial Group Inc. 14.5%
FirstMerit Corp. 9.6%
First Midwest Bancorp 9.9%
MAF Bancorp Inc. 7.8%
UMB Financial Corp. 7.6%
Park National Corp. 7.2%
Old National Bancorp 7.2%
Wintrust Financial
_____________
dt 1611186
;
Goldman, Sachs
As referenced in this Agreement and Plan of Merger:
Goldman, Sachs & Co. – or finder
or incurred any liability for any broker's fees, commissions or finder's fees in
connection with the Merger or related transactions contemplated by this
Agreement, other than Goldman, Sachs & Co. pursuant to a letter agreement
between Republic and Goldman, Sachs & Co., a true, complete and correct copy of
which has been previously delivered to Citizens.
3.8 Absence of
_____________
Goldman, Sachs & Co. – commissions or finder's fees in
connection with the Merger or related transactions contemplated by this
Agreement, other than Goldman, Sachs & Co. pursuant to a letter agreement
between Republic and Goldman, Sachs & Co. , a true, complete and correct copy of
which has been previously delivered to Citizens.
3.8 Absence of Certain Changes or Events. (a) Since December 31,
2005, no event
_____________
Goldman, Sachs & Co. – the transactions contemplated by this Agreement should not be obtained on a
timely basis.
3.22 Opinions. Prior to the execution of this Agreement, Republic
has received an opinion from Goldman, Sachs & Co. to the effect that as of the
date of such opinion and based upon and subject to the matters set forth in such
opinion, the aggregate Merger Consideration is
_____________
dt 1618352
;
More... |
Preview
Full Doc
| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (298K)
Doc #2186966: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and between
REPUBLIC BANCORP INC.
and
CITIZENS BANKING CORPORATION
---------------------
DATED AS OF JUNE 26, 2006
TABLE OF CONTENTS
Page
ARTICLE I
. . .
2186966
|
Fannie Mae
As referenced in this Agreement and Plan of Merger:
Federal National
Mortgage Association – II Issuer by the Government National
Mortgage Association; (iii) by the Department of Veteran's Affairs to originate
and service VA loans; and (iv) as a seller/servicer by the Federal National
Mortgage Association and the Federal Home Loan Mortgage Corporation to originate
and service conventional residential mortgage Loans (each such entity being
referred to herein as an "AGENCY" and, collectively, the "AGENCIES").
(
_____________
dt 1606783
;
Anchor BanCorp
As referenced in this Agreement and Plan of Merger:
Anchor Bancorp Wisconsin Inc. – National Bancorp 7.2%
Wintrust Financial Corp. 6.7%
MB Financial Inc. 5.3%
Amcore Financial Inc. 3.9%
Chemical Financial Corp. 4.0%
First Financial Bancorp (Ohio) 3.2%
Anchor Bancorp Wisconsin Inc. 3.5%
Irwin Financial Corp. 3.2%
1st Source Corp. 3.3%
Independent Bank Corp.
(Michigan) 3.1%
A-1
{PAGE}
Exhibit B
CITIZENS BYLAW AMENDMENT
THE BYLAWS OF
_____________
dt 1637709
;
|
FirstMerit
As referenced in this Agreement and Plan of Merger:
FirstMerit Corp. – Hartman
Title: Chairman, President and CEO
SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER
{PAGE}
Exhibit A
INDEX GROUP MEMBERS AND WEIGHTS
COMPANY WEIGHT
Sky Financial Group Inc. 14.5%
FirstMerit Corp. 9.6%
First Midwest Bancorp 9.9%
MAF Bancorp Inc. 7.8%
UMB Financial Corp. 7.6%
Park National Corp. 7.2%
Old National Bancorp 7.2%
Wintrust Financial
_____________
dt 1611187
;
Goldman, Sachs
As referenced in this Agreement and Plan of Merger:
Goldman, Sachs & Co. – or finder
or incurred any liability for any broker's fees, commissions or finder's fees in
connection with the Merger or related transactions contemplated by this
Agreement, other than Goldman, Sachs & Co. pursuant to a letter agreement
between Republic and Goldman, Sachs & Co., a true, complete and correct copy of
which has been previously delivered to Citizens.
3.8 ABSENCE OF
_____________
Goldman, Sachs & Co. – commissions or finder's fees in
connection with the Merger or related transactions contemplated by this
Agreement, other than Goldman, Sachs & Co. pursuant to a letter agreement
between Republic and Goldman, Sachs & Co. , a true, complete and correct copy of
which has been previously delivered to Citizens.
3.8 ABSENCE OF CERTAIN CHANGES OR EVENTS. (a) Since December 31, 2005,
no event
_____________
Goldman, Sachs & Co. – the transactions contemplated by this Agreement should not be obtained on a
timely basis.
3.22 OPINIONS. Prior to the execution of this Agreement, Republic has
received an opinion from Goldman, Sachs & Co. to the effect that as of the date
of such opinion and based upon and subject to the matters set forth in such
opinion, the aggregate Merger Consideration is
_____________
dt 1618353
;
More... |
| Full Doc
| 2008 |
Bylaws
Bylaws (76K)
Doc #3457101: This document is immediately available for purchase, but does not have a preview available for viewing.
3457101
| | |
| Full Doc
| 2009 |
Bylaws
Bylaws (76K)
Doc #3823656: This document is immediately available for purchase, but does not have a preview available for viewing.
3823656
| | |
Preview
Full Doc
| 2009 | | | |
Preview
Full Doc
| 2009 | | | |
Preview
Full Doc
| 2009 | | | |
Preview
Full Doc
| 2002 |
Employee Stock Ownership Plan
Employee Stock Ownership Plan (594K)
Doc #1449091: Click preview link for longer preview.
VALUATION OF
EMPLOYEE STOCK OWNERSHIP PLAN
Prepared for:
First Reliance Bank
Florence, South Carolina
As Of:
March 1, 2002
Prepared By:
Keller & Company, Inc.
555 Metro Place North
Suite 524
. . .
1449091
|
Citizens Banking
As referenced in this Employee Stock Ownership Plan:
Citizens Banking Corp – 17.30 154.95 0.93
COFS ChoiceOne Financial MI Pink Sheet 14.250 14.290 11.429 3.19 14.25 12.43 139.46 0.68
Services
CBCF Citizens Banking Corp . MI NASDAQ 32.250 33.920 23.938 23.52 32.08 15.46 170.27 1.10
CKSB Clarkston Financial Corp. MI OTC BB 8.600 10.050
_____________
Citizens Banking Corp – 34 11.43
CHFC Chemical Financial Corp. MI 11.93 168.32 18.79 11.93
COFS ChoiceOne Financial MI 14.84 114.64 10.22 14.84
Services
CBCF Citizens Banking Corp . MI 14.40 208.60 18.94 14.93
CKSB Clarkston Financial Corp. MI 30.71 95.98 11.33 26.88
CMA Comerica Inc. MI 13.61 222.
_____________
Citizens Banking Corp – 346,841 1.33 1.50 11.55 13.07
COFS ChoiceOne Financial Services MI 204,372 18,218 17,907 0.56 0.56 6.33 6.29
CBCF Citizens Banking Corp . MI 7,678,875 697,464 619,456 1.32 1.15 14.90 12.99
CKSB Clarkston Financial Corp. MI 77,908 8,942 8,809 0.95
_____________
Citizens Banking Corp – Bancorp Ltd. NASDAQ 7,823,690 101.30
CHFC Chemical Financial Corp. NASDAQ 22,512,000 679.00
COFS ChoiceOne Financial Services Pink Sheet 1,465,407 20.50
CBCF Citizens Banking Corp . NASDAQ 45,098,000 1,482.80
CKSB Clarkston Financial Corp. OTC BB 1,026,012 8.80
CMA Comerica Inc. NYSE 177,074,539 10,146.40
CEFC
_____________
dt 1423848
;
Albemarle
As referenced in this Employee Stock Ownership Plan:
Albemarle – 29 16.34 159.57 0.60
Inc.
ZION Zions Bancorp. UT NASDAQ 52.920 59.760 42.450 -8.07 48.28 24.74 263.58 0.80
AFBK Albemarle First Bank VA NASDAQ 9.250 10.250 7.600 10.04 10.25 9.01 115.61 0.00
AMNB American National Bankshares VA NASDAQ 20.320 20.320
_____________
Albemarle – 3.16 NM
TRBS Texas Regional Bancshares TX 15.87 244.80 25.07 16.39
Inc.
ZION Zions Bancorp. UT 16.96 213.90 20.08 16.75
AFBK Albemarle First Bank VA 38.54 102.66 8.00 38.54
AMNB American National Bankshares VA 12.70 180.94 20.65 12.70
BOTJ Bank of the James VA
_____________
Albemarle – 1.58 1.54 15.75 15.37
ZION Zions Bancorp. UT 24,304,164 2,280,869 1,400,958 1.19 1.17 13.28 13.03
AFBK Albemarle First Bank VA 84,081 6,553 6,545 1.00 1.00 10.76 10.76
AMNB American National Bankshares VA 572,887 65,397 63,563 1.69
_____________
Albemarle – Pink Sheet 7,014,675 2.50
TRBS Texas Regional Bancshares Inc. TX NASDAQ 16,236,481 614.60
ZION Zions Bancorp. UT NASDAQ 92,208,736 4848.30
AFBK Albemarle First Bank VA NASDAQ 727,278 7.10
AMNB American National Bankshares VA NASDAQ 5,821,956 108.90
BOTJ Bank of the James VA OTC BB 935,630 11.
_____________
Albemarle – 83,708 52.88 17.92 43.82 0.00 14.93
CWBV CommonWealth Bank VA Bank 83,970 16.63 25.01 81.68 3.57 8.50
AFBK Albemarle First Bank VA Bank 84,081 12.46 29.80 83.55 0.00 7.79
SRBT Surrey Bank & Trust NC Bank 86,824 12.00 22.67 83.
_____________
dt 1419818
;
Bay Banks
As referenced in this Employee Stock Ownership Plan:
Bay Banks of Virginia Inc. – 23 98.40 0.68
BOTJ Bank of the James VA OTC BB 13.750 15.000 10.500 22.22 11.25 9.50 76.05 0.00
BAYK Bay Banks of Virginia Inc. VA Pink Sheet 32.000 35.250 30.500 -5.88 32.50 19.70 202.86 0.69
BMRB Benchmark Bankshares Inc. VA OTC BB 10.500 11.
_____________
Bay Banks of Virginia Inc. – 38.54
AMNB American National Bankshares VA 12.70 180.94 20.65 12.70
BOTJ Bank of the James VA 9.55 144.74 18.08 26.44
BAYK Bay Banks of Virginia Inc. VA 17.02 162.44 15.77 17.02
BMRB Benchmark Bankshares Inc. VA 11.93 131.41 13.39 11.93
</TABLE>
<PAGE>
KELLER &
_____________
Bay Banks of Virginia Inc. – 563 1.69 1.65 14.49 14.12
BOTJ Bank of the James VA 71,152 8,886 8,886 0.64 0.64 4.14 4.14
BAYK Bay Banks of Virginia Inc. VA 234,412 22,764 19,661 0.80 0.78 8.22 7.98
BMRB Benchmark Bankshares Inc. VA 233,461 23,789 23,789 1.32 1.
_____________
Bay Banks of Virginia Inc. – VA NASDAQ 727,278 7.10
AMNB American National Bankshares VA NASDAQ 5,821,956 108.90
BOTJ Bank of the James VA OTC BB 935,630 11.00
BAYK Bay Banks of Virginia Inc. VA Pink Sheet 1,155,542 37.60
BMRB Benchmark Bankshares Inc. VA OTC BB 2,976,717 29.80
BSXT BOE Financial Services of VA VA NASDAQ 1,
_____________
Bay Banks of Virginia Inc. – 461 23.73 32.41 72.92 0.00 10.19
CPKF Chesapeake Financial Shares VA Bank 234,003 21.82 18.14 69.21 2.48 8.70
BAYK Bay Banks of Virginia Inc. VA Bank 234,412 29.67 39.89 64.87 1.53 9.71
SGB Southwest Georgia Financial GA Bank 234,844 42.53 16.78 50.96 3.
_____________
dt 1316193
;
|
First Tennessee
As referenced in this Employee Stock Ownership Plan:
First Tennessee National Corp. – 38,709 0.76 0.76 8.20 8.20
CBBP Cumberland Bancorp Inc. TN 686,943 40,063 38,438 0.19 0.19 3.13 3.13
FTN First Tennessee National Corp. TN 20,616,791 1,477,762 1,352,393 1.66 1.73 22.71 23.72
FNFN Franklin Financial Corp. TN 683,235 36,187 36,187
_____________
First Tennessee National Corp. – BB 715,000 5.70
CFGI Community Financial Group Inc. TN NASDAQ 3,087,000 47.10
CBBP Cumberland Bancorp Inc. TN Pink Sheet 13,808,236 57.00
FTN First Tennessee National Corp. TN NYSE 125,865,188 4563.90
FNFN Franklin Financial Corp. TN NASDAQ 7,822,225 113.80
NCF National Commerce Finl Corp. TN NYSE 205,058,713 5188.
_____________
dt 1510981
;
More... |
Preview
Full Doc
| 2006 |
Employment Agreement
Employment Agreement (58K)
Doc #2186967: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") is made and entered
into as of June 26th, 2006, by and between William R. Hartman (the "Executive")
and Citizens Banking Corporation, a Michigan corporation (the "COMPANY").
WITNESSETH THAT:
The Company has determined that it is in the best interests of the
Company and its shareholders to assure that the Company will have the continued
dedication of the Executive pending and following the merger (the . . .
2186967
| |
Republic Bancorp
As referenced in this Employment Agreement:
Republic Bancorp Inc. – of the
Company and its shareholders to assure that the Company will have the continued
dedication of the Executive pending and following the merger (the "MERGER") of
the Company and Republic Bancorp Inc. ("REPUBLIC") pursuant to the Agreement and
Plan of Merger, dated as of June 26th, 2006, between the Company and Republic
(the "MERGER AGREEMENT"). Therefore, in order to accomplish these
_____________
dt 1453928
|
Preview
Full Doc
| 2006 |
Guarantee Agreement
Guarantee Agreement (55K)
Doc #2520975: Click preview link for longer preview.
GUARANTEE AGREEMENT
BETWEEN
CITIZENS BANKING CORPORATION
AS GUARANTOR
AND
U.S. BANK NATIONAL ASSOCIATION
AS GUARANTEE TRUSTEE
RELATING TO
CITIZENS FUNDING TRUST I
DATED AS OF SEPTEMBER [*], . . .
2520975
| |
U.S. Bank, NA
As referenced in this Guarantee Agreement:
U.S. BANK NATIONAL ASSOCIATION
– DESCRIPTION}FORM OF PREFERRED SECURITIES GUARANTEE AGREEMENT FOR CITIZENS FUNDING TRUST I, II, III AND IV
{TEXT}
{PAGE}
EXHIBIT 4(o)
================================================================================
GUARANTEE AGREEMENT
BETWEEN
CITIZENS BANKING CORPORATION
AS GUARANTOR
AND
U.S. BANK NATIONAL ASSOCIATION
AS GUARANTEE TRUSTEE
RELATING TO
CITIZENS FUNDING TRUST I
DATED AS OF SEPTEMBER [*], 2006
================================================================================
{PAGE}
CITIZENS FUNDING TRUST I
Certain Sections of this Guarantee Agreement relating to
Sections 310
_____________
U.S. Bank National Association, – as of September [*], 2006, is executed and
delivered by CITIZENS BANKING CORPORATION, a Michigan corporation (the
"Guarantor") having its principal office at 328 S. Saginaw Street, Flint,
Michigan 48502, and U.S. Bank National Association, a national banking
association, as trustee (the "Guarantee Trustee"), for the benefit of the
Holders (as defined herein) from time to time of the Capital Securities (as
defined herein)
_____________
U.S. Bank National Association, – Trust's Common Securities (as defined below), will be used to purchase the
Junior Subordinated Debentures (as defined in the Trust Agreement) of the
Guarantor which will be deposited with U.S. Bank National Association, as
Property Trustee under the Trust Agreement, as trust assets;
WHEREAS, as an incentive for the Holders to purchase the Capital
Securities, the Guarantor irrevocably and unconditionally agrees, to
_____________
U.S. Bank National Association, – b)
the amount of assets of the Issuer Trust remaining available for distribution to
Holders in liquidation of the Issuer Trust (in either case, the "Liquidation
Distribution").
"Guarantee Trustee" means U.S. Bank National Association, until a Successor
Guarantee Trustee has been appointed and has accepted such appointment pursuant
to the terms of this Guarantee Agreement, and thereafter means each such
Successor Guarantee Trustee.
"
_____________
U.S. Bank National Association, – not include the
Guarantor, the Guarantee Trustee, or any Affiliate of the Guarantor or the
Guarantee Trustee.
"Indenture" means the Indenture dated as of September [*], 2006, between
the Guarantor and U.S. Bank National Association, as trustee, as supplemented
and amended from time to time.
"Junior Subordinated Debt" has the meaning specified in the Indenture.
"List of Holders" has the meaning specified in Section
_____________
dt 1567741
|
Preview
Full Doc
| 2009 |
Investor Presentation
Investor Presentation (26K)
Doc #3457054: Click preview link for longer preview.
3457054
| | |
Preview
Full Doc
| 2009 |
Investor Presentation
Investor Presentation (28K)
Doc #3905144: Click preview link for longer preview.
3905144
| | |
Preview
Full Doc
| 2009 | | | |
Preview
Full Doc
| 2006 |
Mortgage Loan Purchase Agreement
Mortgage Loan Purchase Agreement (24K)
Doc #2560688: Click preview link for longer preview.
EXECUTION
GREENWICH CAPITAL ACCEPTANCE, INC.,
as Purchaser
and
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of September 1, 2006
Adjustable-Rate Mortgage Loans
HarborView Mortgage Loan Trust
Mortgage Loan Pass-Through Certificates, Series 2006-9
Table of Contents
Page
ARTICLE I DEFINITIONS AND SCHEDULES
1
Section 1.01.
Definitions
1
ARTICLE II SALE OF . . .
2560688
| |
Greenwich
As referenced in this Mortgage Loan Purchase Agreement:
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC – Prepared and filed by St Ives Financial
EX-99.1 5 b415297_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1
EXECUTION
GREENWICH CAPITAL ACCEPTANCE, INC.,
as Purchaser
and
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC .,
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of September 1, 2006
Adjustable-Rate Mortgage Loans
HarborView Mortgage Loan Trust
Mortgage Loan Pass-Through Certificates, Series 2006-9
Table
_____________
Greenwich Capital Financial Products, Inc – I:
Mortgage Loan Schedule
Schedule II:
List of Servicing Agreements
ii
THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as of September 1, 2006 (the Agreement), is made and entered into between Greenwich Capital Financial Products, Inc . (the Seller) and Greenwich Capital Acceptance, Inc. (the Purchaser).
W I T N E S S E T H
WHEREAS, the Seller is the owner of the notes or
_____________
Greenwich Capital Financial Products, Inc – be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, addressed as follows:
if to the Seller:
Greenwich Capital Financial Products, Inc .
600 Steamboat Road
Greenwich, Connecticut 06830
Attention: Legal Department
or such other address as may hereafter be furnished to the Purchaser in writing by the Seller.
if to the
_____________
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC – officers thereunto duly authorized as of the day and year first above written.
GREENWICH CAPITAL ACCEPTANCE, INC.,
as Purchaser
By:
/s/ Shakti Radhakishun
Name: Shakti Radhakishun
Title: Senior Vice President
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC .,
as Seller
By:
/s/ Shakti Radhakishun
Name: Shakti Radhakishun
Title: Senior Vice President
SCHEDULE I
MORTGAGE LOAN SCHEDULE
[To be retained in a separate closing binder entitled HarborView 2006-
_____________
Greenwich Capital Financial Products, Inc – of November 1, 2004, and as further amended by that certain Amendment Reg AB to the Master Mortgage Loan Purchase and Servicing Agreement dated as of December 1, 2005, between Greenwich Capital Financial Products, Inc . (GCFP), as owner and Countrywide Home Loans, Inc. (Countrywide), as servicer, as reconstituted pursuant to a Reconstituted Servicing Agreement dated as of September 1, 2006, by and among GCFP,
_____________
dt 1637102
|
Preview
Full Doc
| 2006 |
Pooling and Servicing Agreement
Pooling and Servicing Agreement (728K)
Doc #2560687: Click preview link for longer preview.
GREENWICH CAPITAL ACCEPTANCE, INC.,
Depositor
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
Seller
and
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 2006
HarborView Mortgage Loan Trust
Mortgage Loan Pass-Through Certificates, Series 2006-9
Table of Contents
Page
ARTICLE I DEFINITIONS; DECLARATION OF TRUST
4
SECTION 1.01.
Defined Terms.
4
SECTION 1.02. . . .
2560687
|
McGraw-Hill Companies
As referenced in this Pooling and Servicing Agreement:
McGraw-Hill Companies, Inc – officers knowledge of and familiarity with the particular subject.
Restricted Global Security: As defined in Section 6.01.
S&P: Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc . or any successor thereto.
42
Sarbanes Oxley Act: The Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by
_____________
McGraw-Hill Companies, Inc – Investors Service, Inc.
99 Church Street
New York, New York 10007
Attention: Residential Mortgages
142
If to S&P, to:
Standard & Poors Ratings Services,
a division of The McGraw-Hill Companies, Inc .
55 Water Street
New York, New York 10041
Facsimile number: (212) 438-2661
SECTION 12.09. Further Assurances.
Notwithstanding any other provision of this Agreement, neither the Regular Certificateholders
_____________
McGraw-Hill Companies, Inc – No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless each of Standard & Poors Ratings Service, a division of The McGraw-Hill Companies, Inc (S&P) and Moodys Investors Service, Inc. (Moodys), has been provided notice of the same and confirms in writing (including by facsimile transmission) that it will not downgrade,
_____________
McGraw-Hill Companies, Inc – No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless each of Standard & Poors Ratings Service, a division of The McGraw-Hill Companies, Inc (S&P) and Moodys Investors Service, Inc. (Moodys), has been provided notice of the same and confirms in writing (including by facsimile transmission) that it will not downgrade,
_____________
dt 1624511
;
Fannie Mae
As referenced in this Pooling and Servicing Agreement:
FNMA – shall be made on the basis of an assumed 360-day year consisting of twelve 30-day months unless otherwise indicated in this Agreement.
Acceptable Successor Servicer: A FHLMC- or FNMA -approved servicer that is (i) reasonably acceptable to the Trustee and (ii) acceptable to each Rating Agency, as evidenced by a letter from each such Rating Agency delivered to
_____________
Fannie Mae – Distribution Amount: For any Distribution Date, is the lesser of (x) the Net Monthly Excess Cashflow for such Distribution Date and (y) the Overcollateralization Deficiency Amount for such Distribution Date.
Fannie Mae : The Federal National Mortgage Association or any successor thereto.
FDIC: The Federal Deposit Insurance Corporation or any successor thereto.
Final Distribution Date: The Distribution Date occurring in November 2036 (
_____________
Federal National Mortgage Association – any Distribution Date, is the lesser of (x) the Net Monthly Excess Cashflow for such Distribution Date and (y) the Overcollateralization Deficiency Amount for such Distribution Date.
Fannie Mae: The Federal National Mortgage Association or any successor thereto.
FDIC: The Federal Deposit Insurance Corporation or any successor thereto.
Final Distribution Date: The Distribution Date occurring in November 2036 (other than the Insured Certificates,
_____________
Fannie Mae – determined by an appraisal made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who met the minimum requirements of Fannie Mae and Freddie Mac; and
(ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan;
provided, however, that in the
_____________
Fannie Mae – upon the value determined by an appraisal made for the originator of such Refinancing Mortgage Loan at the time of origination by an appraiser who met the minimum requirements of Fannie Mae and Freddie Mac.
Voting Rights: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. 99% of the voting rights shall be
_____________
dt 1607599
;
|
ISDA
As referenced in this Pooling and Servicing Agreement:
ISDA – cap agreement for the benefit of the Class 2A-1C2 Certificates by and between the Yield Maintenance Provider and the Administrator, on behalf of the Yield Maintenance Trust, including the ISDA Master Agreement between the Yield Maintenance Provider and the Administrator, the schedule thereto and the related confirmation (Ref. No. 38409), dated as of October 2, 2006 attached as Exhibit
_____________
ISDA – interest rate cap agreement for the benefit of the LIBOR Certificates by and between the Yield Maintenance Provider and the Administrator, on behalf of the Yield Maintenance Trust, including the ISDA Master Agreement between the Yield Maintenance Provider and the Administrator, the schedule thereto and the related confirmation (Ref. No. 38408), dated as of October 2, 2006 attached as Exhibit
_____________
ISDA – which evidences a complete and binding agreement between you and us to enter into the Transaction on the terms set forth below, constitutes a Confirmation as referred to in the ISDA Form Master Agreement (as defined below), as well as a Schedule as referred to in the ISDA Form Master Agreement.
1. Form of Agreement. This Agreement is subject to
_____________
ISDA – the terms set forth below, constitutes a Confirmation as referred to in the ISDA Form Master Agreement (as defined below), as well as a Schedule as referred to in the ISDA Form Master Agreement.
1. Form of Agreement. This Agreement is subject to the 2000 ISDA Definitions (the Definitions), as published by the International Swaps and Derivatives Association, Inc. (ISDA).
_____________
ISDA – Master Agreement (as defined below), as well as a Schedule as referred to in the ISDA Form Master Agreement.
1. Form of Agreement. This Agreement is subject to the 2000 ISDA Definitions (the Definitions), as published by the International Swaps and Derivatives Association, Inc. (ISDA). You and we have agreed to enter into this Agreement in lieu of negotiating a
_____________
dt 1670596
;
BNY
As referenced in this Pooling and Servicing Agreement:
Bank of New York, – 1.000
%
2.500
%
2.000
%
B-7
0.500
%
1.250
%
1.000
%
Custodial Agreement: The Custodial Agreement dated as of September 1, 2006, between the Trustee and the Bank of New York, as custodian.
Custodial Fee: The monthly fee payable to the Custodian for its services rendered under the Custodial Agreement as determined pursuant to a separate letter agreement between the
_____________
Bank of New York, – monthly fee payable to the Custodian for its services rendered under the Custodial Agreement as determined pursuant to a separate letter agreement between the Custodian and the Trustee.
Custodian: The Bank of New York, and its successors acting as custodian of the Mortgage Files.
Cut-off Date: With respect to any Mortgage Loan, the Close of Business in New York City on September
_____________
Bank of New York, – iii) any Monthly Interest Distributable Amount and Unpaid Interest Shortfall Amount not paid out of Available Funds and (iv) any Basis Risk Shortfalls for such date.
Yield Maintenance Provider: The Bank of New York, its successors and assigns or any successor Yield Maintenance Provider.
Yield Maintenance Trust: The corpus of a trust created pursuant to the Yield Maintenance Allocation Agreement and designated as
_____________
Bank of New York – or any other agreement or instrument relating thereto except as specifically set forth herein.
In connection with such transfer and assignment, (i) the Depositor directs the Trustee to appoint The Bank of New York as Custodian, and (ii) the Seller, on behalf of the Depositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01 or the Custodial Agreement,
_____________
Bank of New York – to the Servicing Agreement;
(ix) to pay the Trustee any investment income;
(x) [reserved]
(xi) to pay the Custodial Fee and any other fees, expenses or amounts payable to the Bank of New York as Custodian;
(xii) to reimburse or pay the Servicer any such amounts as are due thereto under the Servicing Agreement and have not been retained by or paid to the
_____________
dt 1693973
;
More... |
Preview
Full Doc
| 2006 |
Reconstituted Servicing Agreement
Reconstituted Servicing Agreement (74K)
Doc #2560689: Click preview link for longer preview.
RECONSTITUTED SERVICING AGREEMENT
This Reconstituted Servicing Agreement (this �Agreement�) dated as of September 1, 2006, is by and among GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. (�GCFP�), GREENWICH CAPITAL ACCEPTANCE, INC. (�GCA� or the �Depositor�), COUNTRYWIDE HOME LOANS, INC. (�CHL�), and COUNTRYWIDE HOME LOANS SERVICING LP, as servicer (the �Servicer� or �Countrywide Servicing�) and is acknowledged by DEUTSCHE BANK NATIONAL TRUST COMPANY, as trustee (the �Trustee�).
RECITALS
WHEREAS, GCFP has conveyed certain mortgage loans listed on Exhibit Two hereto (the �Serviced Loans�) to the . . .
2560689
|
Fannie Mae
As referenced in this Reconstituted Servicing Agreement:
FNMA – adding the following new sentence immediately after the first sentence of the first paragraph to read as follows:
Any successor to the Seller, as servicer, shall be a FHLMC- or FNMA -approved servicer and shall be subject to the approval of each Rating Agency, as evidenced by a letter from each such Rating Agency delivered to the Trust Fund (or
_____________
Fannie Mae – obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole;
(iv)
The Servicer is an approved seller/servicer for Fannie Mae and an approved servicer for Freddie Mac in good standing and is a HUD-approved non-supervised mortgagee pursuant to Section 203 and Section 211 of the National Housing
_____________
Fannie Mae – of the National Housing Act, and no event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD, Fannie Mae or Freddie Mac eligibility requirements or which would require notification to any of HUD, Fannie Mae or Freddie Mac;
(v)
No action, suit, proceeding, investigation or litigation is pending
_____________
Fannie Mae – change in insurance coverage, that would make the Servicer unable to comply with HUD, Fannie Mae or Freddie Mac eligibility requirements or which would require notification to any of HUD, Fannie Mae or Freddie Mac;
(v)
No action, suit, proceeding, investigation or litigation is pending or, to the best knowledge of the Servicer, threatened against the Servicer that would materially and
_____________
dt 1608464
;
|
Freddie Mac
As referenced in this Reconstituted Servicing Agreement:
Freddie Mac – business, operations, financial condition, properties or assets of the Servicer taken as a whole;
(iv)
The Servicer is an approved seller/servicer for Fannie Mae and an approved servicer for Freddie Mac in good standing and is a HUD-approved non-supervised mortgagee pursuant to Section 203 and Section 211 of the National Housing Act, and no event has occurred, including but
_____________
Freddie Mac – Housing Act, and no event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD, Fannie Mae or Freddie Mac eligibility requirements or which would require notification to any of HUD, Fannie Mae or Freddie Mac;
(v)
No action, suit, proceeding, investigation or litigation is pending or, to the best
_____________
Freddie Mac; – coverage, that would make the Servicer unable to comply with HUD, Fannie Mae or Freddie Mac eligibility requirements or which would require notification to any of HUD, Fannie Mae or Freddie Mac;
(v)
No action, suit, proceeding, investigation or litigation is pending or, to the best knowledge of the Servicer, threatened against the Servicer that would materially and adversely affect the
_____________
dt 1640350
;
Greenwich
As referenced in this Reconstituted Servicing Agreement:
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC – b415297_ex99-2.htm EXHIBIT 99.2
Exhibit 99.2
Execution Copy
RECONSTITUTED SERVICING AGREEMENT
This Reconstituted Servicing Agreement (this Agreement) dated as of September 1, 2006, is by and among GREENWICH CAPITAL FINANCIAL PRODUCTS, INC . (GCFP), GREENWICH CAPITAL ACCEPTANCE, INC. (GCA or the Depositor), COUNTRYWIDE HOME LOANS, INC. (CHL), and COUNTRYWIDE HOME LOANS SERVICING LP, as servicer (the Servicer or Countrywide Servicing) and is
_____________
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC – in its individual capacity hereunder or for the payment of any obligations of the Trust or the Trust Fund.
6
Executed as of the day and year first above written.
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC .
By:
/s/ Shakti Radhakishun
Name:
Shakti Radhakishun
Title:
Senior Vice President
GREENWICH CAPITAL ACCEPTANCE, INC.
By:
/s/ Shakti Radhakishun
Name:
Shakti Radhakishun
Title:
Senior Vice President
COUNTRYWIDE HOME LOANS,
_____________
dt 1637103
|
| Full Doc
| 2007 | | | |
Preview
Full Doc
| 2006 |
Restricted Stock Agreement
Restricted Stock Agreement (17K)
Doc #2282042: Click preview link for longer preview.
RESTRICTED STOCK AGREEMENT
(EMPLOYEE VERSION)
THIS RESTRICTED STOCK AGREEMENT is made (the �Grant Date�), by and between Citizens Banking Corporation (�Company�) and the undersigned (�Grantee�), pursuant to the Citizens Banking Corporation Stock Compensation Plan (�Plan�). Capitalized terms not defined in this Agreement shall have the meanings respectively ascribed to them in the Plan.
WHEREAS, the Company . . .
2282042
| |
Republic Bancorp
As referenced in this Restricted Stock Agreement:
Republic Bancorp Inc. – Section 6.02 of the Plan, none of the restrictions on the shares of common stock subject to this award shall lapse upon the consummation of the Companys merger with Republic Bancorp Inc. , notwithstanding whether such merger constitutes a Change in Control under the Plan.
(b) Until the lapse of all restrictions provided in paragraph 2(a) on the shares subject to
_____________
dt 1453929
|
Preview
Full Doc
| 2006 |
Restricted Stock Agreement
Restricted Stock Agreement (16K)
Doc #2282043: Click preview link for longer preview.
RESTRICTED STOCK AGREEMENT
(NON-EMPLOYEE DIRECTOR VERSION)
THIS RESTRICTED STOCK AGREEMENT is made the ___day of ___by and between Citizens Banking Corporation (�Company�) and the undersigned (�Grantee�), pursuant to the Citizens Banking Corporation Stock Compensation Plan (�Plan�). Capitalized terms not defined in this Agreement shall have the meanings respectively ascribed to them in the Plan.
WHEREAS, the Company desires to encourage the Grantee to make greater efforts on behalf of the Company and its Affiliates to achieve the . . .
2282043
| |
Republic Bancorp
As referenced in this Restricted Stock Agreement:
Republic Bancorp Inc. – Section 6.02 of the Plan, none of the restrictions on the shares of common stock subject to this award shall lapse upon the consummation of the Companys merger with Republic Bancorp Inc. , notwithstanding whether such merger constitutes a Change in Control under the Plan.
(b) Until the lapse of all restrictions provided in paragraph 2(a) on the shares subject to
_____________
dt 1453930
|