BRANCH PURCHASE AND ASSUMPTION AGREEMENT
THIS BRANCH PURCHASE AND ASSUMPTION AGREEMENT ("Agreement") is made as of July __, 2001, by and
between WESTAMERICA BANK, a California state bank (the "Seller"), and HERITAGE OAKS BANK, a California state bank
WHEREAS, Seller maintains branch offices located at 1255 Grand Avenue, Arroyo Grande, California (the “Arroyo
Grande Branch”), 310 Morro Bay Boulevard, Morro Bay, California (the “Morro Bay Branch”), 1204 Spring Street, Paso Robles,
California (the “Paso Robles Branch”), and 545 Higuera Street, San Luis Obispo, California (the “San Luis Obispo Branch”)
(sometimes referred to herein collectively as the "Branches");
WHEREAS, the Buyer wishes to purchase certain of the assets and assume certain of the liabilities of the Branches and
the Seller is willing to sell and transfer the same upon the terms and subject to the conditions hereinafter set forth; and
WHEREAS, the Seller and Buyer are concurrently executing a real estate purchase agreement in connection with certain
of the real estate and buildings in which the Branches are located.
NOW, THEREFORE, in consideration of the premises and the respective representations, warranties, covenants,
agreements and conditions contained herein, the Seller and the Buyer hereby agree as follows:
ARTICLE 1. Definitions
1.1 Definitions. For purposes of this Agreement:
"Account" means, as of any date, a deposit liability of the Seller which is maintained at the Branches.
"Accrued Expenses" means the accrued and unpaid expenses appearing as a liability on the Financial Statements
pursuant to Section 3.2(c).
"Accrued Interest" on any Deposits at any date means interest which is accrued on such Deposits to and including
such date and not yet posted to such deposit accounts.
"Affiliate" of a person means any person directly or indirectly c