***PROOF***POR 7 CONFIRMS LARGE MONIES DUE***Exciting Times for BELOVED Escrow Share Account Owners!
Many thanks to kenwalker for his tireless research and superb due diligence!
"Initial Payment" means the payment made pursuant to Article VII, the amount of which shall be either (i) if the Bid Amount is positive, the Bid Amount plus the Required Payment or (ii) if the Bid Amount is negative, the Required Payment minus the Bid Amount. The Initial Payment shall be payable by the Corporation to the Assuming Ban if the Initial Payment is a negative amount. The Initial Payment shall be payable by the Assuming Ban to the Corporation if the Initial Payment is positive.
"Required Payment" means $50,000,000.00
ARTICLE VII
BID; INITIAL PAYMENT
The Assuming Ban has submitted to the Receiver a positive bid of $1,888,000,000.00 for the
Assets purchased and Liabilities Assumed hereunder (the "Bid Amount"). On the Payment Date,
the Assuming Ban will pay to the Corporation, or the Corporation will pay to the Assuming
Bank, as the case may be, the Initial Payment, together with interest on such amount (if the
Payment Date is not the day following the day of Ban Closing) from and including the day
following Ban Closing to and including the day preceding the Payment Date at the Settlement
Interest Rate
Possible situation could exist where the bid could go negative, remember this is before FDIC had a handle on the situation all this still don't negate:
13.12 Term of Agreement. This Agreement shall continue in full force and effect until
the sixth (6th) anniversary of Bank Closing; provided, that the provisions of Section 6.3 and 6.4 ( 6.3 Preservation of records and 6.4 Access to Records ) shall survive the expiration of the term of this Agreement. Provided, however, the receivership of the Failed Bank may be terminated prior to the expiration of the term of this Agreement; in such event, the guaranty of the Corporation, as provided in and in accordance with the provisions of
Section 12.7 ( 12.7 Limited Guaranty of the Corporation.) shall be in effect for the remainder of the term. Expiration of the term of this Agreement shall not affect any claim or liability of any party with respect to any (i) amount which is owing at the time of such expiration, regardless of when such amount becomes payable,
and (ii) breach of this Agreement occurring prior to such expiration, regardless of when such breach is
discovered.
Back to near the beginning:
3.1 Assets Purchased by Assuming Bank. Subject to Sections 3.5, 3.6 and 4.8, the
Assuming Ban hereby purchases from the Receiver, and the Receiver hereby sells, assigns,
transfers, conveys, and delivers to the Assuming Ban, all right, title, and interest of
the Receiver in and to all of the assets (real, personal and mixed, wherever located and however acquired)
including all subsidiaries, joint ventures, partnerships, and any and all other business
combinations or arrangements, whether active, inactive, dissolved or terminated, of
the Failed Bank whether or not reflected on the books of the Failed Bank as of Bank Closing. Assets are
purchased hereunder by the Assuming Bank subject to all liabilities for indebtedness
collateralized by Liens affecting such Assets to the extent provided in Section 2.1. The
subsidiaries, joint ventures, partnerships, and any and all other business combinations or
arrangements, whether active, inactive, dissolved or terminated being purchased by the Assuming
Bank includes, but is not limited to, the entities listed on Schedule 3.1a. Notwithstanding
Section 4.8, the Assuming Bank specifically purchases all mortgage servicing rights and
obligations of the Failed Bank.
Yea OK, now the interesting part:
3.2 Asset Purchase Price.
(a) All Assets and assets of the Failed Bank subject to an option to purchase by the Assuming Bank shall be purchased for the amount, or the amount resulting from the method specified for
determining the amount, as specified on Schedule 3.2, except as otherwise may be provided
herein. Any Asset, asset of the Failed Bank subject to an option to purchase or other asset
purchased for which no purchase price is specified on Schedule 3.2 or otherwise herein shall be
purchased at its Book Value. Loans or other assets charged of the Accounting Records of the
Failed Bank prior to the date of Bank Closing shall be purchased at a price of zero
And now to the attachments:
SCHEDULE 3.2 - Purchase Price of Assets
(a) cash and receivables from depository Book Value
institutions, including cash items in the
process of collection, plus
interest thereon:
(b) securities (exclusive of the capital stock of Market Value
Acquired Subsidiaries), plus interest
thereon:
(c) federal funds sold and repurchase Book Value
agreements, if any, including interest
thereon:
(d) Loans: Book Value
(e) Other Real Estate: Book Value
(f) credit card business, if any, including all Book Value
outstanding extensions of credit:
(g) Safe Deposit Boxes and related business,
safekeeping business and trust business, if Book Value
any:
(h) Records and other documents: Book Value
(i) capital stock of any Acquired Subsidiaries: Book Value
(j) amounts owed to the Failed Ban by any Book Value
Acquired Subsidiary:
(k) assets securing Deposits of public money, Book Value
to the extent not otherwise purchased
hereunder:
(1) Overdrafts of customers: Book Value
(m) rights, if any, with respect to Qualified Market Value
Financial Contracts.
(n) rights of the Failed Ban to provide Book Value
mortgage servicing for others and to have
mortgage servicing provided to the Failed
Ban by others and related contracts.
(0) Bank Premises: Book Value
(p) Furniture and Equipment: Book Value
(q) Fixtures: Book Value
All this is from the P&A, it's only 44 pages
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From Large Green, have I told you lately how much more, more and more I love my Escrow Shares?
