Exhibit 2.3
EXTENSION AGREEMENT PURSUANT TO
SECTION 11.1 (b) OF
PURCHASE AND ASSUMPTION AGREEMENT
THIS EXTENSION AGREEMENT (the "Extension Agreement") made as of this
19th day of August 1996, by and among FWB Bank, a commercial bank chartered
under the laws of the State of Maryland, with its main office at 0000 Xxxxxxxxx
Xxxx, Xxxxxxxxx, Xxxxxxxx, ("BUYER"); FWB Bancorporation, a Maryland corporation
and the registered bank holding company of BUYER, with its principal place of
business at the same address as BUYER ("BANCORP"); First Commonwealth Savings
Bank FSB, a federal savings bank chartered under the laws of the United States,
with its main office at 000 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx
("SELLER"); and First Commonwealth Financial Corp, a Virginia corporation and
registered savings and loan holding company of the SELLER, with its principal
place of business located at 00000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx ("FCFC").
RECITALS
WHEREAS, BANCORP, BUYER, SELLER AND FCFC entered into a Purchase and
Assumption Agreement dated as of April 10, 1996, and amended as of July 1, 1996,
(as amended, the "Agreement") pursuant to which BUYER would assume certain
deposits and other liabilities associated with the main office of SELLER (the
"Branch") and BANCORP and BUYER would acquire certain assets of SELLER, subject
to terms and conditions set forth therein;
WHEREAS, Section 11.1 (b) of the Agreement provides that the Agreement
shall terminate and be of no further force or effect as between the parties,
except as to liability for breach of any duty or obligation arising prior to the
date of termination, upon the failure to consummate the transaction on or before
September 1, 1996 (the "Closing Deadline"), unless such Closing Deadline is
extended in a writing agreed to by the parties;
WHEREAS, Consummation of the Agreement is subject to receipt of
approvals and other requirements under State and Federal law and regulation, all
of which have not yet been satisfied; and
WHEREAS, the parties to the Agreement desire to extend the Drop Dead
Date to provide more time for the satisfaction of such requirements.
NOW THEREFORE, in consideration of the mutual promises hereinafter
contained and other good and valuable consideration, the parties hereto do
hereby agree as follows:
I. The Closing Deadline is hereby extended to be September 16, 1996,
pursuant to Section 11.1 (b) of the Agreement.
II. All defined terms shall have the meanings provided in the Agreement
except as otherwise defined herein. This Extension Agreement may be executed in
one or more counterparts, each of which shall be an original but all of which
shall constitute one and the same instrument.
In WITNESS WHEREOF, the parties hereto have duly authorized and executed
this Extension Agreement as of the date first above written.
ATTEST FIRST COMMONWEALTH SAVINGS BANK FSB
/s/ G.A. Xxxxxx By: /s/ Xxxxxx X. Xxxx. Jr.
----------------------------- ---------------------------
Senior Vice President Title: President and Chief Executive
Officer
-Continued-
EXTENSION AGREEMENT PURSUANT TO
SECTION 11.1 (b) OF
PURCHASE AND ASSUMPTION AGREEMENT
-Continued-
WITNESS FIRST COMMONWEALTH FINANCIAL CORP
/s/ Xxxxxxxxx X. York By: /s/ Xxxx X. York, Jr.
-------------------------- -------------------------------------
Title: Chairman of the Board
WITNESS FWB BANK
/s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------- ------------------------------------
Title: President and Chief Executive
Officer
WITNESS FWB BANCORPORATION
/s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------- --------------------------------------
Title: President and Chief Executive
Officer
