EXHIBIT 10
AGREEMENT FOR THE SALE OF SHARES
This Agreement for the Sale of Shares ("Agreement") is made and entered
into this 16th day of February, 2006, by and between (i) Xxxxx X. Xxxxxx, of
0000 Xxxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxxx, 00000 ("Jaindl"),
on his behalf and on behalf of the trusts over which he exercises, with other
trustee(s) signing this Agreement, joint dispositive authority, and certain
other individuals, in each case as listed on Exhibit "A" to this Agreement
(collectively, all of the sellers are referred to as the "Sellers", and
individual Sellers may be referred to as a "Seller"), and (ii) American Bank,
Incorporated of 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxx Xxxxxx,
Xxxxxxxxxxxx, 00000 (hereafter "Buyer").
BACKGROUND
Each Seller, on each one's own behalf individually or, as applicable,
as trustees with joint dispositive authority, owns or holds shares of common
stock of Buyer intended for sale to Buyer as set forth in Exhibit "A" (the
"Common Stock"), and Buyer has asked to purchase from Sellers, and Sellers are
willing to sell to Buyer, the shares of Common Stock, subject to and under the
terms and conditions of this Agreement. Exhibit "A" sets forth the number of
shares of Common Stock Sellers intend to sell to Buyer and the capacity in which
it is owned (e.g., individually or as trustee). The parties are therefore
entering into this Agreement, to memorialize their understanding and agreement
concerning the sale by Sellers to Buyer of the shares of Common Stock.
TERMS AND CONDITIONS
1. Intending to be Legally Bound Hereby - Each Seller does hereby agree
and affirm that each is entering into this Agreement for the good and valuable
consideration stated herein, and paid to it, and Buyer does hereby agree and
affirm that it is entering into this Agreement for
the good and valuable consideration as set forth herein. The parties are
entering into this Agreement intending to be legally bound hereby. Any pronoun
used in this Agreement shall refer to any gender, masculine, feminine or neuter,
as the context requires.
2. Representations and Warranties -
A. Under and by virtue of this Agreement, each Seller -- as to the
Shares it owns or holds --, does hereby agree to unconditionally and irrevocably
sell, transfer, assign and convey to the Buyer, and Buyer does hereby agree to
unconditionally and irrevocably purchase and acquire, the full number of shares
of Common Stock listed on Exhibit "A", in exchange for the purchase price per
share referred to in Paragraph 3 of this Agreement, and subject to the other
terms and conditions set forth herein. (The shares of Common Stock owned or held
by Sellers, and sold to Buyer hereunder, are sometimes collectively referred to
as the "Shares," it being understood however that the Shares do not represent
all common stock of Buyer owned by each Seller.)
B. Each Seller warrants and represents as to that portion of the
Shares each owns or holds (but not as to Shares owned or held by any other
Seller), the following, recognizing that Buyer is relying thereon in entering
into this Agreement, and in paying the purchase price referred to in Paragraph 3
below:
(a) That the Shares being sold to Buyer hereunder are free and clear
of any and all claims, liens, demands and encumbrances, it being understood and
agreed however that the Shares are being sold subject to the provisions of
Buyer's current articles of incorporation and bylaws;
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(b) That Seller is the sole and exclusive legal and equitable owner
of all right, title and interest in and to the Shares, as to shares individually
owned, and that he collectively holds jointly with other trustee(s), dispositive
authority and power over the Shares which are held by him as trustee;
(c) That he has full right, power and authority to sell, transfer
and convey to Buyer the Shares, and that no other person (spouse, beneficiary or
otherwise) needs to join in this Agreement to fully sell such Shares on the
terms specified in this Agreement.
C. Buyer warrants and represents the following, recognizing that each
Seller is relying thereon in entering into this Agreement (including making his
representations and warranties under subparagraph B above), proceeding to
closing, accepting the purchase price, and selling his Shares:
(a) That Buyer possesses all corporate power and authority to enter
into and perform this Agreement, and that entering into this Agreement,
proceeding to closing in accordance with the terms of this Agreement and payment
of the purchase price have been duly authorized by the board of directors of
Buyer and any other person(s) required to authorize the same, and that Buyer has
obtained all necessary consents and approvals, regulatory and otherwise, legally
required to enter into this Agreement, to proceed to closing hereunder, to pay
the purchase price, and to acquire the Shares.
(b) That entry into this Agreement and consummation of the
transaction at closing is in accordance with this Agreement does not conflict
with Buyer's bylaws, articles of incorporation or with any applicable laws or
regulations.
(c) That the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not conflict with or
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be inconsistent with or result in a termination of or result in any breach of or
constitute a default under the terms of any agreement, contract, instrument or
document to which Buyer is a party or to which Buyer is bound.
(d) That there is no pending or presently contemplated material
transaction involving the sale of the shares of the Buyer or its wholly-owned
subsidiary, American Bank ("Bank"), other than as contemplated by this
Agreement.
(e) There is no shareholders' agreement, stock restriction agreement
or other agreement or document or instrument involving Buyer or Bank that
restricts or otherwise affects the ability of Buyer or any Seller to enter into
this Agreement or to complete closing hereunder.
D. The representations and warranties of the parties set forth in this
Agreement shall survive closing, and shall not be deemed merged into or
extinguished by delivery of the Shares, execution and delivery of the assignment
documents related thereto, and/or payment of the purchase price.
3. Purchase Price; Responsibility for Taxes, The purchase price to be
paid by Buyer to Seller for the Shares is $8.94 per share for each share of
Common Stock sold hereunder, for a maximum purchase price of $12,913,330.44.
There shall be no other monies or other consideration payable from Buyer to any
of the Sellers in connection with this sale. The purchase price allocable to
each such Seller shall be paid by Buyer to each Seller by electronic transfer
into each Seller's account at American Bank. As a condition of payment of the
purchase price, and concurrently therewith, each Seller will execute and deliver
to Buyer a stock transfer power substantially in the form set forth at Exhibit
"B" attached hereto, by which each respective Seller transfers to Buyer the
Shares owned/held by it.
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Provided further, each Seller shall be solely and exclusively
responsible for payment of income taxes owing based on each such Seller's sale
of his portion of the Shares and Buyer shall be solely and exclusively
responsible for payment of income taxes, if there are any, payable by it as a
result of or in connection with its purchase of the Shares under this
Agreement.. However, no party is assuming any tax obligation of another party or
of any other person, including but not limited to any tax obligation of the
Estate of Xxxxxxxxx X. Xxxxxx.
4. Shares to be Sold. Buyer shall buy, and each Seller shall sell, its
respective Shares listed on Exhibit "A" and owned by it, under and subject to
the terms and conditions of this Agreement.
5. Sellers' and Buyer's Due Diligence; No Representations or Warranties
Except Those Expressly Set Forth Herein - Each Seller and Buyer is entering into
this Agreement based on each one's own investigation and due diligence, and each
agrees that, except for the representations and warranties set forth in
Paragraph 2 of this Agreement, none of the parties hereto is relying on any
warranties or representations of the other in entering into this Agreement.
Each Seller and Buyer further acknowledges and agrees that each has
had the opportunity to fully consult with legal counsel, accountants, financial
advisors, valuation professionals/experts, and any other persons he may desire,
and that each Seller has had available to him all relevant financial and other
information as he may desire or wish concerning Buyer and the Bank, and he is
entering into this Agreement based on his satisfaction with all such
consultations, his review(s) of documents and information, and also the
representations and warranties set forth in this Agreement, and not in reliance
on anything else provided to any Seller by Buyer or any third party, including
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but not limited to the Xxxxxxxxx Associates, Inc. Report on Share Valuation
dated as of December 27, 2005.
6. Execution and Delivery of Documents - Each Seller hereby agrees to
execute and deliver to Buyer, the stock transfer power in the form attached
hereto as Exhibit "B" to effect the change in ownership of the Shares owned by
each such Seller as contemplated by and which is the subject of this Agreement,
and to deliver to Buyer, if available, all certificates relating to those
Shares.
7. Entire Agreement; Modifications/Changes Must be in Writing - This
Agreement , together with agreements and other documents mentioned in or
contemplated by this Agreement as being required, contains the entire agreement
between Sellers and Buyer concerning the sale and purchase of the Shares, and
there are no other terms, obligations, covenants, representations, statements or
conditions, oral or written of any kind whatsoever, beyond those set forth
herein or therein, and any and all prior or contemporaneous oral or written
obligations, covenants, representations, etc. concerning the sale and purchase
of the Shares, shall be deemed merged into and extinguished by this Agreement,
unless expressly set forth herein. This Agreement may not be amended, modified,
altered or rescinded unless done so in a writing signed by all parties, and all
parties expressly agree and stipulate that this requirement may not be waived by
their actions or conduct, and each party further agrees that each shall not in
any legal proceedings attempt to argue or contend, or offer any evidence of,
that any such alleged waiver occurred.
8. Applicable Law; Exclusive Venue in Lehigh County, PA - This
Agreement shall be interpreted and construed under the laws of the Commonwealth
of Pennsylvania. The parties further agree that any disputes hereunder shall be
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submitted to the Lehigh County (PA) Court of Common Pleas or, if jurisdictional
requirements are satisfied, the U.S. District Court for the Eastern District of
Pennsylvania, for determination.
9. Breach/Default; Recoverability of Attorneys' Fees - To the extent
any party hereto believes or contends the other is in breach or default of any
covenant, warranty or representation hereunder, that party shall first provide
the other parties hereto with written notification of the alleged
breach/default, and the party receiving any such notification shall have ten
(10) days from the date thereof to either cure or remedy that breach/default.
Any breach/default not cured or remedied within that ten (10) day period shall
constitute an Event of Default, entitling the non-breaching/non-defaulting party
to pursue any and all rights and remedies available under applicable law and/or
under this Agreement.
To the extent any party commits a breach/default of any covenant, or
representation or warranty under this Agreement, that party shall be liable and
obligated to the other parties hereto, for any and all reasonable attorneys'
fees, expert witness fees, and all litigation-related costs and expenses arising
out of, relating to or connected with any such breach/default. Provided further,
to the extent any party hereto brings legal action against the other, the
prevailing party (to be determined by the Court following a trial or other
hearing) shall be entitled to recover from the non-prevailing party all of his
reasonable legal fees, expert witness fees and all other litigation-related
costs and expenses.
For the purposes of this Agreement, including but not limited to the
breach/default provisions of this Paragraph 9, each Seller shall be considered
and regarded individually/severally and not jointly; in other words, a
breach/default by one Seller shall not constitute a breach/default by all
Sellers and recourse and remedies available to Buyer shall exist with respect to
the breaching/defaulting Seller(s) only and not as to any other Seller.
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10. Date of Closing; Conditions of Closing - (a) The closing under this
Agreement --at which each of the Sellers will execute and deliver to the Buyer
the stock transfer power attached hereto as Exhibit "B," and all share
certificates, if available, and Buyer will deliver the purchase price therefor
to the Sellers-- shall take place at the offices of Buyer at such time, as Buyer
and Jaindl shall agree following the satisfaction or waiver by Buyer or Seller,
as applicable, of the conditions precedent to closing set forth in subparagraphs
(b) and (c) below (the "Closing Date"):
(b) Buyer's obligation to proceed to Closing under this Agreement is
subject to the satisfaction or waiver of the following conditions precedent:
(i) Approval of this Agreement by the Board of Directors of
Buyer, and the receipt by the Board of Directors of Buyer
of an opinion from an independent third party as to the
fairness of the purchase price to be paid by Buyer
hereunder;
(ii) Receipt by Buyer of all bank regulatory approvals
necessary for the consummation of the purchase of the
Shares, or receipt by Buyer of advice from legal counsel
that as of the closing date, no bank regulatory approvals
or other filings are necessary for the consummation of the
purchase of the Shares; and
(iii) Buyer's consummation of a $4,000,000 loan from a third
party lender. Buyer shall use its best efforts to satisfy
the foregoing conditions (i) and (ii).
(c) Each Seller's obligation to proceed to closing under this
Agreement is subject to the satisfaction or waiver by each Seller of the
following conditions precedent:
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(i) Simultaneously with closing hereunder, closing shall
occur pursuant to that certain Agreement For The
Transfer/Assignment of Partnership Interests, which agreement
relates, inter alia, to acquisition by Xxxx X. Xxxxxx of
partnership interests of Jaindl Associates, L.P.; and
(ii) Closing hereunder by all Sellers. Buyer shall have no
right to close on fewer than all Shares with all Sellers,
including circumstances involving a breach, default or Event of
Default by any one or more Seller(s);
(d) Unless waived by Sellers, Buyer agrees that the Closing shall be
conducted at a time commencing not later than 12:00 p.m. (noon) on the chosen
Closing Date so that confirmation of receipt of all portions of the purchase
price that are paid by direct electronic deposit into each Seller's American
Bank account occurs in sufficient time to be credited to the account of each
Seller on the same day as Closing.
(e) Notwithstanding anything in this Agreement to the contrary,
settlement under this Agreement shall and must occur by on or before February
16, 2006. Provided further, irrespective of the date on which this Agreement is
signed by the parties, or on which Closing occurs, all dividends which relate to
the Shares of Common Stock being conveyed to Buyer under and pursuant to this
Agreement shall belong solely and entirely to Seller, and shall not to any
extent whatsoever belong to or be the property of Buyer.
(f) Each Seller agrees that it shall not participate any further,
or to any extent, in the Buyer's Dividend Reinvestment Plan
for the 2006 dividend, and that he/she shall not do so with
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respect to any 2006 dividends which each such Seller may be
entitled to receive in connection with shares of Buyer's
stock which are not being sold from each Seller to Buyer or
pursuant to this Agreement.
11. Resignation of Jaindl as a Director of Buyer. Upon completion of
the sale and purchase of the Shares pursuant to this Agreement, including
receipt of the purchase price, Jaindl shall deliver his unconditional and
irrevocable resignations as a director of Buyer, and as a director of Bank,
which resignations are to be effective as of the Closing Date.
12. Waivers and Releases of Claims and Rights
(a) As a material inducement and consideration to this Agreement,
each Seller hereby agrees to and does release Buyer (and its subsidiaries,
successors, and assigns), and the agents, employees and representatives of
Buyer, its subsidiaries, successors and/or assigns (collectively "the Buyer
Releasees"), of and from any and all claims, demands, causes of action, damages,
losses, costs, fees or expenses arising out of, relating to or connected with
each Seller's ownership of any of the Shares which are the subject of this
Agreement, and each such Seller does hereby further covenant and promise that
he/she shall not bring any action or proceeding against any one or more of the
Buyer Releasees, for any matter or thing occurring prior to the date of this
Agreement, arising out of or relating to each such Seller's ownership of these
Shares.
(b) As a material inducement and consideration to this Agreement,
Buyer hereby agrees to and does release each Seller (and each Seller's heirs,
personal representatives, successors and assigns)(collectively "the Seller
Releasees"), of and from any and all claims, demands, liabilities, causes of
action, damages, losses, costs, fees and expenses arising out of, relating to or
connected with each Seller's ownership of any of the Shares which are the
subject of this Agreement, and Buyer does hereby further covenant and promise
that it shall not bring any action or proceeding against any one or more of the
Seller Releasees, for any matter or thing occurring prior to the date of this
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Agreement, arising out of or relating to each such Seller's ownership of these
Shares.
13. Miscellaneous
(a) Termination. This Agreement shall terminate if the Closing does not
occur on or before February 16, 2006.
(b) Waiver. Any term or provision of this Agreement may only be waived
at any time by the party entitled to the benefit thereof by a written instrument
executed by such party or on behalf of such party by a duly authorized officer
of such party. Any such waiver shall not be enforceable unless in a signed
writing.
(c) Severability. Any provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall be ineffective to the extent of such
invalidity or unenforceability without invalidating or rendering unenforceable
the remaining provisions hereof, and any such invalidity or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.
(d) Remedies Not Exclusive. Nothing in this Agreement shall be deemed
to limit or restrict in any manner other rights or remedies that any party may
have against any other party at law, in equity or otherwise, for breaches of
this Agreement, including the right of Buyer and Sellers (or any of them) to
seek specific performance of this Agreement.
(e) No Benefit to Others. The representations, warranties, covenants
and agreements contained in this Agreement are for the sole benefit of the
parties hereto and their beneficiaries, heirs, personal representatives,
successors and assigns, and they shall not be construed as conferring and are
not intended to confer any rights on any other persons.
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(f) Binding Effect. This Agreement shall be binding upon, and for the
benefit of, the parties hereto, and each one's respective personal
representatives, beneficiaries, heirs, successors and assigns. Each Seller and
Buyer acknowledges that Buyer may not assign its right to purchase the Shares
under this Agreement; provided however, nothing herein shall be deemed or
construed to in any way limit or restrict Buyer's use or disposition following
Closing of the Shares being conveyed hereunder.
(g) Counterparts. This Agreement may be executed in any number of
counterparts (or with counterpart signature pages), each of which shall be
deemed an original, fully executed Agreement. Any person may become a party
hereto by executing a counterpart hereof, but all such counterparts together
shall be deemed to be one and the same instrument. It shall not be necessary in
making proof of this Agreement or any counterpart hereof to produce or account
for any of the other counterparts. A set of copies that collectively bears the
signatures of each of the parties in the form set forth below shall be
considered to be, and have the same legal effect as a fully executed document.
(h) Multiple Sellers. Each representation, warranty, obligation and
agreement of the parties constituting the Sellers shall bind each individual
Seller as to the Shares owned by each such Seller, but not as to the Shares
owned by other persons constituting the Sellers. For convenience, all Sellers
have executed this single Agreement (whether or not done so in counterparts).
However, this Agreement shall be construed as if each Seller executed a separate
Agreement as to the Shares owned/held by it only, the intent of the parties
being that representations, warranties and obligations of each Seller relate
exclusively to the Shares owned or held by it and not to the Shares owned or
held by any other Seller. The representations, warranties and obligations of
Sellers hereunder are not joint and several, but are several only.
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IN WITNESS WHEREOF, the undersigned parties have executed this
Agreement on the date and year above
written.
Witness: SELLERS:
\s\ Xxxxxx X. Xxxxx \s\ Xxxx X. Xxxxxx
------------------- ------------------
Xxxx X. Xxxxxx
\s\ Xxxxxx X. Xxxxx \s\ Xxxx Xxxxx Xxxxx
------------------- --------------------
Xxxx Xxxxx Xxxxx
\s\ Xxxxxx X. Xxxxx \s\ Xxxx X. Xxxxxx
------------------- ------------------
Xxxx X. Xxxxxx
\s\ Xxxxxx X. Xxxxx \s\ Xxxxx X. Xxxxx
------------------- ------------------
Xxxxx X. Xxxxx
\s\ Xxxxxx X. Xxxxx \s\ Xxxxx X. Xxxxxx
------------------- -------------------
Xxxxx X. Xxxxxx
\s\ Xxxxxx X. Xxxxx \s\ Xxxxxxxx Xxxxxx
------------------- -------------------
Xxxxxxxx Xxxxxx
\s\ Xxxxxx X. Xxxxx \s\ Xxxxxxxxx Xxxxxx-Xxxxxx
------------------- ---------------------------
Xxxxxxxxx Xxxxxx-Xxxxxx
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T/D Xxxxxxxxx X. Xxxxxx,
dated 4/18/88 f/b/o
Xxxx Xxxxxx
\s\ Xxxxxx X. Xxxxx By: \s\ Xxxxx X. Xxxxxx
------------------- --------------------
Xxxxx X. Xxxxxx, Trustee
\s\ Xxxxxx X. Xxxxx By: \s\ Xxxx X. Xxxxxxx
------------------- --------------------
Xxxx X. Xxxxxxx, Trustee
T/D Xxxxxxxxx X. Xxxxxx,
dated 4/18/88 f/b/o
Xxxxxxxxx Xxx Xxxxx
\s\ Xxxxxx X. Xxxxx By: \s\ Xxxxx X. Xxxxxx
------------------- --------------------
Xxxxx X. Xxxxxx, Trustee
\s\ Xxxxxx X. Xxxxx By: \s\ Xxxx X. Xxxxxxx
------------------- --------------------
Xxxx X. Xxxxxxx, Trustee
T/D Xxxxxxxxx X. Xxxxxx,
dated 4/18/88 f/b/o
Xxxxx Xxxxxxxxx Xxxxx
\s\ Xxxxxx X. Xxxxx By: \s\ Xxxxx X. Xxxxxx
------------------- --------------------
Xxxxx X. Xxxxxx, Trustee
\s\ Xxxxxx X. Xxxxx By: \s\ Xxxx X. Xxxxxxx
------------------- --------------------
Xxxx X. Xxxxxxx, Trustee
T/D Xxxxxxxxx X. Xxxxxx,
dated 12/28/95 f/b/o
Xxxxxxxx Xxxxx Xxxxxx
\s\ Xxxxxx X. Xxxxx By: \s\ Xxxxx X. Xxxxxx
------------------- --------------------
Xxxxx X. Xxxxxx, Trustee
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\s\ Xxxxxx X. Xxxxx By: \s\ Xxxxxxxxx Xxxxxx-Xxxxxx
------------------- ----------------------------
Xxxxxxxxx Xxxxxx-Xxxxxx, Trustee
T/D Xxxxxxxxx X. Xxxxxx,
dated 3/28/95 f/b/o
Xxxxxx Xxxxxx Xxxxxx
\s\ Xxxxxx X. Xxxxx By: \s\ Xxxxx X. Xxxxxx
------------------- --------------------
Xxxxx X. Xxxxxx, Trustee
\s\ Xxxxxx X. Xxxxx By: \s\ Xxxx X. Xxxxxxx
------------------- --------------------
Xxxx X. Xxxxxxx, Trustee
T/D Xxxxxxxxx X. Xxxxxx,
dated 4/22/89 f/b/o
Xxxxx Xxxxxx Jaindl
\s\ Xxxxxx X. Xxxxx By: \s\ Xxxxx X. Xxxxxx
------------------- --------------------
Xxxxx X. Xxxxxx, Trustee
\s\ Xxxxxx X. Xxxxx By: \s\ Xxxx X. Xxxxxxx
------------------- --------------------
Xxxx X. Xxxxxxx, Trustee
T/D Xxxxxxxxx X. Xxxxxx,
dated 12/29/94 f/b/o
Xxxxxx Xxxxxxxxx Xxxxxx
\s\ Xxxxxx X. Xxxxx By: \s\ Xxxxx X. Xxxxxx
------------------- --------------------
Xxxxx X. Xxxxxx, Trustee
\s\ Xxxxxx X. Xxxxx By: \s\ Xxxx X. Xxxxxxx
------------------- --------------------
Xxxx X. Xxxxxxx, Trustee
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T/D Xxxxxxxxx X. Xxxxxx,
dated 4/18/88 f/b/o
Xxxx X. Xxxxxx, Xx.
\s\ Xxxxxx X. Xxxxx By: \s\ Xxxxx X. Xxxxxx
------------------- --------------------
Xxxxx X. Xxxxxx, Trustee
\s\ Xxxxxx X. Xxxxx By: \s\ Xxxx X. Xxxxxxx
------------------- --------------------
Xxxx X. Xxxxxxx, Trustee
T/D Xxxxxxxxx X. Xxxxxx,
dated 1/8/92 f/b/o
Xxxxxx Xxxxxxxxx Xxxxxx
\s\ Xxxxxx X. Xxxxx By: \s\ Xxxxx X. Xxxxxx
------------------- --------------------
Xxxxx X. Xxxxxx, Trustee
\s\ Xxxxxx X. Xxxxx By: \s\ Xxxx X. Xxxxxxx
------------------- --------------------
Xxxx X. Xxxxxxx, Trustee
T/D Xxxxxxxxx X. Xxxxxx,
dated 11/06/90 f/b/o
Luke Xxxxx Xxxxxx
\s\ Xxxxxx X. Xxxxx By: \s\ Xxxxx X. Xxxxxx
------------------- -------------------
Xxxxx X. Xxxxxx, Trustee
\s\ Xxxxxx X. Xxxxx By: \s\ Xxxx X. Xxxxxxx
------------------- ---------------------
Xxxx X. Xxxxxxx, Trustee
ATTEST: BUYER: AMERICAN BANK, INCORPORATED
\s\ Xxxxxx Xxxx By: \s\ Xxxx X. Xxxxxx
--------------- ------------------------------
Xxxxxx Xxxx, Secretary Xxxx X. Xxxxxx, President, CEO
American Bank Incorporated
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ATTEST:
\s\ Xxxxxx Xxxx By: \s\ Xxxxxx X. Xxxxx
--------------- -----------------------
Xxxxxx Xxxx, Secretary Xxxxxx X. Xxxxx
American Bank Incorporated Chairman, Committee of
Independent Directors
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