Exhibit 2(a)
STOCK PURCHASE AGREEMENT
AGREEMENT, dated as of November 1, 1996, is entered into by
and between NATIONSBANK, N.A., a National banking association ("Buyer") and
NATIONSBANK, N.A. (SOUTH), a national banking association ("Seller").
WHEREAS, Seller is the record and beneficial owner of 27,895
Class A shares of beneficial interest, $1.00 par value per share, of Main Place
Real Estate Investment Trust (the "Trust"), a Maryland real estate investment
trust (the "Class A Shares");
WHEREAS, Seller desires to sell, and Buyer desires to
purchase, the Class A Shares on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing, the parties
agree as follows:
1. Purchase and Sale of Shares.
Seller hereby sells, assigns and transfers to Buyer, and Buyer hereby
purchases from Seller, the Class A Shares at a purchase price of $108,967.22 per
share, for an aggregate consideration of $3,039,640,652.53. Concurrently with
the execution of this agreement, Seller is delivering to Buyer a share
certificate representing the Class A Shares, duly endorsed in blank or
accompanied by proper instruments of transfer duly signed by Seller in blank and
accompanied by necessary transfer tax stamps or funds therefor, against payment
of such consideration by delivery to Seller of $3,039,640,652.53.
2. Representations and Warranties of Seller. As a material
inducement to Buyer to enter into and perform its obligations under this
Agreement, Seller represents and warrants to Buyer as follows:
(a) Seller is the beneficial and record owner of the Class A
Shares and has valid and marketable title to the Class A Shares, free and clear
of any lien, pledge and encumbrance or any claim of any third party.
(b) Upon delivery of the share certificate representing the
Class A Shares in accordance with the terms hereof, valid and marketable title
to the Class A Shares will pass to Buyer free and clear of any lien, pledge and
encumbrance or any claim of any third party.
(c) Seller has full legal right, power and authority, and
all approvals required by law, to enter into this Agreement, to sell, assign,
transfer and deliver the Class A Shares in the manner provided in this Agreement
and to perform all of its obligations hereunder. This Agreement has been duly
executed and delivered by Seller and constitutes a legal, valid and binding
obligation of Seller enforceable in accordance with its terms.
(d) Seller has had full access to any and all information
relating to Buyer, and has had the opportunity to learn of all the developments
in Buyer, its business and its affairs, and has made such investigation of and
has had access to any and all information relating to the Buyer as Seller has
deemed necessary or appropriate for entering into this Agreement and carrying
out the transactions contemplated hereby.
3. Representations and Warranties of the Buyer. As a material
inducement to Seller to enter into and perform its obligations under this
Agreement, Buyer represents and warrants to Seller as follows:
(a) Buyer has full legal right, power and authority, and all
approvals required by law, to enter into this Agreement and to perform all of
its obligations hereunder. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by all necessary corporate action.
(b) This Agreement constitutes a legal, valid and binding
obligation of Buyer enforceable in accordance with its terms.
(c) Buyer is acquiring the Class A Shares of the Trust for its
own account, for investment and not with a view to the sale or distribution
thereof or with any present intention of selling or distributing any thereof,
except in conformity with the Securities Act. Buyer understands and acknowledges
that the Class A Shares of the Trust are not registered under the Securities Act
and will not be transferable except (i) pursuant to an effective registration
statement under the Securities Act, (ii) pursuant to Rule 144 or any successor
rule under the Securities Act, (iii) pursuant to a no-action letter issued by
the SEC to the effect that a proposed transfer of the Class A Shares may be made
without registration under the Securities Act or (iv) pursuant to an opinion of
counsel for or reasonably acceptable to the Trust to the effect that the
proposed transfer is exempt from registration or qualification under the
Securities Act and relevant state securities laws.
4. Share Legend. Buyer understands that all Class A Shares of the Trust
sold in connection with this Agreement will bear the following legend:
"The Shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the "Act"), and are
"restricted securities" as that term is defined in Rule 144A under the Act. The
Shares may not be offered for sale, sold or otherwise transferred except
pursuant to an effective registration statement under the Act or pursuant to an
exemption from registration under the Act, the availability of which is to be
established to the satisfaction of the Trust."
5. Miscellaneous.
(c) This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective heirs, successors and
assigns.
(d) The representations and warranties contained herein
shall survive the execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby and remain in full force and effect,
notwithstanding any investigation at any time made by or on behalf of the
parties.
(e) All questions concerning the construction, validity and
interpretation of this Agreement and the performance of obligations hereunder
will be governed by the internal laws, not the laws of conflicts, of the State
of New York.
(f) This Agreement constitutes the entire understanding and
agreement among the parties hereto with respect to the subject matter hereof and
cannot be changed or terminated orally.
(g) This Agreement may be signed in any number of
counterparts, each of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, Buyer and Seller have duly executed this
Agreement as of the date first above written.
NATIONSBANK, N.A.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇.
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President
NATIONSBANK, N.A. (SOUTH)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇.
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President
