EXHIBIT 99.2
WARRANT AGREEMENT
THIS WARRANT AGREEMENT is made as of January 16, 2003, by and between
XXXXXX FINANCIAL CORPORATION, a Pennsylvania corporation ("XXXXXX") and PREMIER
BANCORP, INC., a Pennsylvania corporation ("PREMIER").
W I T N E S S E T H:
WHEREAS, Xxxxxx and Premier are entering into an Agreement and Plan of
Merger on the date hereof (the "MERGER AGREEMENT") (capitalized terms used
herein which are not otherwise defined herein shall have the meanings ascribed
to them in the Merger Agreement);
WHEREAS, it is a condition to execution of the Merger Agreement, that
Premier issue to Xxxxxx, on the terms and conditions set forth herein, a warrant
entitling Xxxxxx to purchase up to an aggregate of 835,000 shares of Premier's
common stock, $0.33 par value per share (the "COMMON STOCK"); and
WHEREAS, Premier wishes to issue to Xxxxxx the warrant described below in
connection with the Merger Agreement.
NOW, THEREFORE, in consideration of the execution of the Merger Agreement
and the premises herein contained, and intending to be legally bound, Xxxxxx and
Premier agree as follows:
1. Issuance of Warrant. Concurrently with the execution of this Agreement,
Premier shall issue to Xxxxxx a warrant in the form attached as Schedule 1
hereto (the "WARRANT," which term as used herein shall include any warrant or
warrants issued upon transfer or exchange of the original Warrant) to purchase
up to 835,000 shares of Common Stock (but in any event not to exceed 19.99% of
the outstanding Common Stock taking into consideration shares of Common Stock
issuable upon exercise of the Warrant but excluding any other unissued shares of
such corporation which may be issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion or option rights, or otherwise),
subject to adjustment as provided in this Agreement and in the Warrant. The
Warrant shall be exercisable at a purchase price of $17.85 per share, i.e., the
last sale price of the Common Stock on January 15, 2003, as reported by AMEX,
subject to adjustment as provided in the Warrant (the "EXERCISE PRICE"). So long
as the Warrant is outstanding and unexercised, Premier shall at all times
maintain and reserve, free from preemptive rights, such number of authorized but
unissued shares of the Common Stock as may be necessary so that the Warrant may
be exercised, without any additional authorization of the Common Stock, after
giving effect to all other options, warrants, convertible securities and other
rights to acquire shares of the Common Stock. Premier represents and warrants
that it has duly authorized the execution and delivery of the Warrant and this
Agreement and the issuance of the Common Stock upon exercise of the Warrant.
Premier covenants that the shares of the Common Stock issuable upon exercise of
the Warrant shall be, when so issued, duly authorized, validly issued, fully
paid and nonassessable and subject to no preemptive rights. The Warrant and the
shares of the Common Stock to be issued upon exercise of the Warrant are
hereinafter collectively referred to, from time to time, as the "SECURITIES." So
long as the Warrant is owned by Xxxxxx, the Warrant will in no event be
exercised for more than that number of shares of the Common Stock equal to
835,000 (subject to
adjustment as provided in the Warrant) less the number of shares of Common Stock
at the time owned by Xxxxxx.
2. Assignment, Transfer, or Exercise of Warrant.
(a) Subject to paragraph 2(b) below, Xxxxxx will not sell, assign,
transfer or exercise the Warrant, in whole or in part, without the prior
written consent of Premier except upon or after the occurrence of any of
the following prior to termination of the Warrant under Section 9 therein:
(i) a breach by Premier of any covenant set forth in the Merger Agreement
and which would permit a termination of the Merger Agreement by Xxxxxx
pursuant to Section 8.1(b)(i) which occurs following a bona fide proposal
from any financially capable person (other than Xxxxxx) to engage in an
Acquisition Transaction; (ii) the failure of Premier's shareholders to
approve the Merger Agreement at a meeting called for such purpose if at
the time of such meeting there has been an announcement by any financially
capable Person (other than Xxxxxx) of a bona fide offer or proposal to
effect an Acquisition Transaction and such offer or proposal has not been
publicly withdrawn prior to mailing of the notice of the Premier
shareholder meeting; (iii) the acquisition by any Person of Beneficial
Ownership of 25% or more of the Common Stock (before giving effect to any
exercise of the Warrant); (iv)(A) any Person (other than Xxxxxx) shall
have commenced a tender or exchange offer, or shall have filed an
application with an appropriate bank regulatory authority with respect to
an Acquisition Transaction and, (B) within six (6) months from such offer
or filing, such person consummates an Acquisition Transaction; (v) Premier
shall have entered into an agreement, letter of intent, or other
understanding with any Person (other than Xxxxxx) providing for such
Person to engage in an Acquisition Transaction; and/or (vi) termination of
the Merger Agreement by Xxxxxx under Section 8.1(b)(iii) or termination of
the Merger Agreement by Premier under Section 8.1(c)(iii). As used in this
Paragraph 2, the terms "BENEFICIAL OWNERSHIP" and "PERSON" shall have the
respective meanings set forth in Paragraph 7(f). For purposes of this
Agreement, "ACQUISITION TRANSACTION" shall mean (x) a merger or
consolidation or statutory share exchange or any similar transaction
involving Premier or a Premier Subsidiary, (y) a purchase, lease or other
acquisition of all or substantially all of the assets of Premier or a
Premier Subsidiary or (z) a purchase or other acquisition of beneficial
ownership of securities representing 25% or more of the voting power of
Premier or a Premier Subsidiary.
(b) Notwithstanding the foregoing, Premier shall not be obligated to
issue Shares upon exercise of the Warrant (i) in the absence of any
required governmental or regulatory approval or consent necessary for
Premier to issue the Shares or for Xxxxxx to exercise the Warrant or prior
to the expiration or termination of any waiting period required by law or
(ii) so long as any injunction or other order, decree or ruling issued by
any federal or state court of competent jurisdiction is in effect that
prohibits the sale or delivery of the Shares. Any sale, assignment or
transfer of the Warrant, in whole or in part, or any sale, assignment or
transfer of the Shares by Xxxxxx, other than a sale to a directly-owned
subsidiary of Xxxxxx, shall be subject to the right of first refusal of
Premier (or any assignee or assignees of Premier) at a price equal to the
written offer price that Xxxxxx receives from a
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third party (other than a directly-owned subsidiary of Xxxxxx) and intends
to accept. The right of first refusal shall terminate 15 days after notice
of Xxxxxx'x intention to sell has been delivered to Premier. If an offer
is made for a consideration that, in whole or in part, consists of other
than cash, the value of the non-cash portion of the consideration shall be
determined by a recognized investment banking firm selected jointly by
Xxxxxx and Premier, and the determination shall in no event be made later
than the fifth day after notice of Xxxxxx'x intention to sell has been
delivered to Premier. In the event of the failure or refusal of Premier to
purchase the Warrant or all the Shares covered by Xxxxxx'x notice to sell,
Xxxxxx may, within 30 days from the date of the notice, unless additional
time is needed to give notification to or to obtain approval from any
governmental or regulatory authority and, if so required, within five days
after the date on which the required notification period has expired or
been terminated or the approval has been obtained and any requisite
waiting period with respect thereto has passed, sell all, but not less
than all, of the portion of the Warrant or the Shares covered by the
notice to the proposed transferee at no less than the price specified and
on terms no more favorable to the buyer than those set forth in the
notice.
3. Registration Rights. If, at any time within one year after the Warrant
may be exercised or sold, Premier shall receive a written request therefor from
Xxxxxx, Premier shall prepare and file a registration statement (the
"REGISTRATION STATEMENT") under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), covering the Warrant and/or the Common Stock issued or
issuable upon exercise of the Warrant (the "SECURITIES"), and shall use its best
efforts to cause the Registration Statement to become effective and remain
current for such period not in excess of 180 days from the day such registration
statement first becomes effective as may be reasonably necessary to affect such
sale or other disposition. Without the prior written consent of Xxxxxx, neither
Premier nor any other holder of securities of Premier may include such
securities in the Registration Statement. The foregoing notwithstanding, if, at
the time of any request by Xxxxxx for registration of Common Stock as provided
above, Premier is in registration with respect to an underwritten public
offering by Premier of shares of Common Stock, and if in the good faith judgment
of the managing underwriter or managing underwriters, or, if none, the sole
underwriter or underwriters, of such offering, the offer and sale of the Common
Stock covered by this Warrant Agreement would interfere with the successful
marketing of the shares of Common Stock offered by Premier, the number of shares
of Common Stock otherwise to be covered in the registration statement
contemplated hereby may be reduced; provided, however, that after any such
required reduction, the number of shares of Common Stock to be included in such
offering for the account of Xxxxxx shall constitute at least 25% of the total
number of shares to be sold by Xxxxxx and Premier in the aggregate; and provided
further, however, that if such reduction occurs, then Premier shall file a
registration statement for the balance as promptly as practicable thereafter as
to which no reduction pursuant to this Section 3 shall be permitted or occur and
Xxxxxx shall thereafter be entitled to one additional registration and the one
(1) year period referred to in the first sentence of this section shall be
increased to two (2) years. Xxxxxx shall provide all information reasonably
requested by Premier for inclusion in any registration statement to be filed
hereunder. If requested by Xxxxxx in connection with such registration, Premier
shall become a party to any underwriting agreement
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relating to the sale of such shares, but only to the extent of obligating itself
in respect to representations, warranties, indemnities and other agreements
customarily included in such underwriting agreements for Premier.
4. Duties of Premier upon Registration. If and whenever Premier is
required by the provisions of Paragraph 3 of this Agreement to effect the
registration of any of the Securities under the Securities Act, Premier shall:
(a) prepare and file with the Securities and Exchange Commission
(the "SEC") such amendments to the Registration Statement and supplements to the
prospectus contained therein as may be necessary to keep the Registration
Statement effective and current;
(b) furnish to Xxxxxx and to the underwriters of the Securities
being registered such reasonable number of copies of the Registration Statement,
the preliminary prospectus and final prospectus contained therein, and such
other documents as Xxxxxx or such underwriters may reasonably request in order
to facilitate the public offering of the Securities;
(c) use its best efforts to register or qualify the Securities
covered by the Registration Statement under the state securities or blue sky
laws of such jurisdictions as Xxxxxx or such underwriters may reasonably
request;
(d) notify Xxxxxx, promptly after Premier shall receive notice
thereof, of the time when the Registration Statement has become effective or any
supplement or amendment to any prospectus forming a part of the Registration
Statement has been filed;
(e) notify Xxxxxx promptly of any request by the SEC for the
amending or supplementing of the Registration Statement or the prospectus
contained therein, or for additional information;
(f) prepare and file with the SEC, promptly upon the request of
Xxxxxx, any amendments or supplements to the Registration Statement or the
prospectus contained therein which, in the opinion of counsel for Xxxxxx, are
required under the Securities Act or the rules and regulations promulgated by
the SEC thereunder in connection with the public offering of the Securities;
(g) prepare and promptly file with the SEC such amendments of or
supplements to the Registration Statement or the prospectus contained therein as
may be necessary to correct any statements or omissions if, at the time when a
prospectus relating to such Securities is required to be delivered under the
Securities Act, any event shall have occurred as the result of which such
prospectus as then in effect would include an untrue statement of a material
fact or would omit to state any material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
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(h) advise Xxxxxx, promptly after Premier shall receive notice or
obtain knowledge of the issuance of any stop order by the SEC suspending the
effectiveness of the Registration Statement, or the initiation or threatening of
any proceeding for that purpose, and promptly use its best efforts to prevent
the issuance of any stop order or to obtain its withdrawal if such stop order
should be issued; and
(i) at the request of Xxxxxx, furnish on the date or dates provided
for in the underwriting agreement: (i) an opinion or opinions of counsel for
Premier for the purposes of such registration, addressed to the underwriters and
to Xxxxxx, covering such matters as such underwriters and Xxxxxx may reasonably
request and as are customarily covered by issuer's counsel at that time; and
(ii) a letter or letters from the independent accountants for Premier, addressed
to the underwriters and to Xxxxxx, covering such matters as such underwriters or
Xxxxxx may reasonably request, in which letters such accountants shall state
(without limiting the generality of the foregoing) that they are independent
accountants within the meaning of the Securities Act and that, in the opinion of
such accountants, the financial statements and other financial data of Premier
included in the Registration Statement or any amendment or supplement thereto
comply in all material respects with the applicable accounting requirements of
the Securities Act.
5. Expenses of Registration. With respect to the registration requested
pursuant to Paragraph 3 of this Agreement, (a) Premier shall bear all
registration, filing and AMEX fees, printing and engraving expenses, fees and
disbursements of its counsel and accountants and all legal fees and
disbursements and other expenses of Premier to comply with state securities or
blue sky laws of any jurisdictions in which the Securities to be offered are to
be registered or qualified; and (b) Xxxxxx shall bear all fees and disbursements
of its counsel and accountants, underwriting discounts and commissions, transfer
taxes for Xxxxxx and any other expenses incurred by Xxxxxx.
6. Indemnification. In connection with any Registration Statement or any
amendment or supplement thereto:
(a) Premier shall indemnify and hold harmless Xxxxxx, any
underwriter (as defined in the Securities Act) for Xxxxxx, and each person, if
any, who controls Xxxxxx or such underwriter (within the meaning of the
Securities Act) from and against any and all loss, damage, liability, cost or
expense to which Xxxxxx or any such underwriter or controlling person may become
subject under the Securities Act or otherwise, insofar as such loss, damage,
liability, cost or expense arises out of or is caused by any untrue statement or
alleged untrue statement of any material fact contained in the Registration
Statement, any prospectus or preliminary prospectus contained therein or any
amendment or supplement thereto, or arises out of or is based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided, however,
that Premier will not be liable in any such case to the extent that any such
loss, damage, liability, cost or expense arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission so
made in conformity with information furnished by Xxxxxx, such underwriter or
such controlling person in writing specifically for use in the preparation
thereof.
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(b) Xxxxxx shall indemnify and hold harmless Premier, any
underwriter (as defined in the Securities Act), and each person, if any, who
controls Premier or such underwriter (within the meaning of the Securities Act)
from and against any and all loss, damage, liability, cost or expense to which
Premier or any such underwriter or controlling person may become subject under
the Securities Act or otherwise, insofar as such loss, damage, liability, cost
or expense arises out of or is caused by any untrue or alleged untrue statement
of any material fact contained in the Registration Statement, any prospectus or
preliminary prospectus contained therein or any amendment or supplement thereto,
or arises out of or is based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances in which they were
made, not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was so made in reliance upon and in conformity with written information
furnished by Xxxxxx specifically for use in the preparation thereof.
(c) Promptly after receipt by any party which is entitled to be
indemnified, pursuant to the provisions of subparagraph (a) or (b) of this
Paragraph 6, of any claim in writing or of notice of the commencement of any
action involving the subject matter of the foregoing indemnity provisions, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party pursuant to the provisions of subparagraph (a) or (b) of this
Paragraph 6, promptly notify the indemnifying party of the receipt of such claim
or notice of the commencement of such action, but the omission to so notify the
indemnifying party will not relieve it from any liability which it may otherwise
have to any indemnified party hereunder. In case any such action is brought
against any indemnified party and it notifies the indemnifying party of the
commencement thereof, the indemnifying party shall have the right to participate
in and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party; provided, however, that if the
defendants in any action include both the indemnified party or parties and the
indemnifying party and there is a conflict of interest which would prevent
counsel for the indemnifying party from also representing any indemnified party,
such indemnified party shall have the right to select separate counsel to
participate in the defense of such indemnified party. After notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party, pursuant to the provisions of subparagraph (a) or (b) of this Paragraph
6, for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof, other than reasonable costs of
investigation, unless (i) such indemnified party shall have employed separate
counsel in accordance with the provisions of the preceding sentence, (ii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after the notice of the commencement of the action, or (iii) the indemnifying
party has authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party.
(d) If recovery is not available under the foregoing indemnification
provisions, for any reason other than as specified therein, any party entitled
to indemnification by the terms thereof shall be entitled to obtain contribution
with respect to its liabilities and expenses, except to the extent that
contribution is not permitted under Section 11(f) of the Securities Act. In
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determining the amount of contribution to which the respective parties are
entitled there shall be considered the parties' relative knowledge and access to
information concerning the matter with respect to which the claim was asserted,
the opportunity to correct and/or prevent any statement or omission, and any
other equitable considerations appropriate under the circumstances. Xxxxxx and
Premier agree that it would not be equitable if the amount of such contribution
were determined by pro rata or per capita allocation even if the underwriters
and Xxxxxx as a group were considered a single entity for such purpose.
7. Redemption and Repurchase Rights.
(a) From and after the date on which any event described in
Paragraph 2 of this Agreement occurs, the Holder as defined in the Warrant
(which shall include a former Holder), who has exercised the Warrant in whole or
in part shall have the right to require Premier to purchase some or all of the
shares of Common Stock for which the Warrant was exercised at a redemption price
per share (the "REDEMPTION PRICE") equal to the highest of: (i) 110% of the
Exercise Price, (ii) the highest price paid or agreed to be paid for any share
of Common Stock by an Acquiring Person (as defined below) during the one year
period immediately preceding the date of redemption, and (iii) in the event of a
sale of all or substantially all of Premier's assets or all or substantially all
of a subsidiary of Premier's assets: (x) the sum of the price paid in such sale
for such assets and the current market value of the remaining assets of Premier
as determined by a recognized investment banking firm selected by such Holder
and reasonably acceptable to Premier, divided by (y) the number of shares of
Common Stock then outstanding. If the price paid consists in whole or in part of
securities or assets other than cash, the value of such securities or assets
shall be their then current market value as determined by a recognized
investment banking firm selected by the Holder and reasonably acceptable to
Premier.
(b) From and after the date on which any event described in
Paragraph 2 of this Agreement occurs, the Holder as defined in the Warrant
(which shall include a former Holder), shall have the right to require Premier
to repurchase all or any portion of the Warrant at a price (the "WARRANT
REPURCHASE PRICE") equal to the product obtained by multiplying: (i) the number
of shares of Common Stock represented by the portion of the Warrant that the
Holder is requiring Premier to repurchase, times (ii) the excess of the
Redemption Price over the Exercise Price.
(c) The Holder's right, pursuant to this Paragraph 7, to require
Premier to repurchase a portion or all of the Warrant, and/or to require Premier
to purchase some or all of the shares of Common Stock for which the Warrant was
exercised, shall expire on the close of business on the 180th day following the
occurrence of any event described in Paragraph 2.
(d) The Holder may exercise its right, pursuant to this Paragraph 7,
to require Premier to repurchase all or a portion of the Warrant, and/or to
require Premier to purchase some or all of the shares of Common Stock for which
the Warrant was exercised, by surrendering for such purpose to Premier, at its
principal office within the time period specified in the preceding subparagraph,
the Warrant and/or a certificate or certificates representing the number of
shares to be purchased accompanied by a written notice stating that it elects to
require Premier to repurchase the
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Warrant or a portion thereof and/or to purchase all or a specified number of
such shares in accordance with the provisions of this Paragraph 7. As promptly
as practicable, and in any event within five business days after the surrender
of the Warrant and/or such certificates and the receipt of such notice relating
thereto, Premier shall deliver or cause to be delivered to the Holder: (i) the
applicable Redemption Price (in immediately available funds) for the shares of
Common Stock which it is not then prohibited under applicable law or regulation
from purchasing, and/or (ii) the applicable Warrant Repurchase Price, and/or
(iii) if the Holder has given Premier notice that less than the whole Warrant is
to be repurchased and/or less than the full number of shares of Common Stock
evidenced by the surrendered certificate or certificates are to be purchased, a
new certificate or certificates, of like tenor, for the number of shares of
Common Stock evidenced by such surrendered certificate or certificates less the
number shares of Common Stock purchased and/or a new Warrant reflecting the fact
that only a portion of the Warrant was repurchased.
(e) To the extent that Premier is prohibited under applicable law or
regulation, or as a result of administrative or judicial action, from
repurchasing the Warrant and/or purchasing the Common Stock as to which the
Holder has given notice of repurchase and/or redemption, Premier shall
immediately so notify the Holder and thereafter deliver or cause to be
delivered, from time to time to the Holder, the portion of the Warrant
Repurchase Price and/or the Redemption Price which it is no longer prohibited
from delivering, within five business days after the date on which Premier is no
longer so prohibited; provided, however, that to the extent that Premier is at
the time and after the expiration of 25 months, so prohibited from delivering
the Warrant Repurchase Price and/or the Redemption Price, in full (and Premier
hereby undertakes to use its best efforts to obtain all required regulatory and
legal approvals as promptly as practicable), Premier shall deliver to the Holder
a new Warrant (expiring one year after delivery) evidencing the right of the
Holder to purchase that number of shares of Common Stock representing the
portion of the Warrant which Premier is then so prohibited from repurchasing,
and/or Premier shall deliver to the Holder a certificate for the shares of
Common Stock which Premier is then so prohibited from purchasing, and Premier
shall have no further obligation to repurchase such new Warrant or purchase such
Common Stock; and provided further, that upon receipt of such notice and until
five days thereafter the Holder may revoke its notice of repurchase of the
Warrant and/or redemption of Common Stock by written notice to Premier at its
principal office stating that the Holder elects to revoke its election to
exercise its right to require Premier to repurchase the Warrant and/or purchase
the Common Stock, whereupon Premier will promptly redeliver to the Holder the
Warrant and/or the certificates representing shares of Common Stock surrendered
to Premier for purposes of such repurchase and/or redemption, and Premier shall
have no further obligation to repurchase such Warrant and/or purchase such
Common Stock.
(f) As used in this Agreement the following terms have the meanings
indicated:
(1) "ACQUIRING PERSON" shall mean any "PERSON" (hereinafter
defined) who or which is the "BENEFICIAL OWNER" (hereinafter defined) of 25% or
more of the Common Stock;
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(2) A "PERSON" shall mean any individual, firm, corporation or
other entity and shall also include any syndicate or group deemed to be a
"PERSON" by operation of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended;
(3) A Person shall be a "BENEFICIAL OWNER," and shall have
"BENEFICIAL OWNERSHIP," of all securities:
(i) which such Person or any of its Affiliates (as
hereinafter defined) beneficially owns, directly or indirectly; and
(ii) which such Person or any of its Affiliates or
Associates has (1) the right to acquire (whether such right is exercisable
immediately or only after the passage of time or otherwise) pursuant to any
agreement, arrangement or understanding or upon the exercise of conversion
rights, exchange rights, warrants or options, or otherwise, or (2) the right to
vote pursuant to any proxy, power of attorney, voting trust, agreement,
arrangement or understanding; and
(4) "AFFILIATE" and "ASSOCIATE" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the regulations promulgated by
the SEC under the Securities and Exchange Act of 1934, as amended.
8. Remedies. Without limiting the foregoing or any remedies available to
Xxxxxx, it is specifically acknowledged that Xxxxxx would not have an adequate
remedy at law for any breach of this Warrant Agreement and shall be entitled to
specific performance of Premier's obligations under, and injunctive relief
against any actual or threatened violation of the obligations of any Person
subject to, this Agreement.
9. Miscellaneous.
(a) The representations, warranties, and covenants of Premier set
forth in the Merger Agreement are hereby incorporated by reference in and made a
part of this Agreement, as if set forth in full herein.
(b) This Agreement, the Warrant and the Merger Agreement set forth
the entire understanding and agreement of the parties hereto and supersede any
and all prior agreements, arrangements and understandings, whether written or
oral, relating to the subject matter hereof and thereof. No amendment,
supplement, modification, waiver, or termination of this Agreement shall be
valid and binding unless executed in writing by both parties.
(c) This Agreement shall be deemed to have been made in, and shall
be governed by and interpreted in accordance with the substantive laws of, the
Commonwealth of Pennsylvania.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers as of the day and year first above
written.
XXXXXX FINANCIAL CORPORATION
By:
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Xxxxxxx X. Xxxxxx, Senior Executive
Vice President
Attest:
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Xxxxxx X. Xxxx, Xx., Secretary
PREMIER BANCORP, INC.
By:
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Xxxx X. Xxxxxxxxxx, President and
Chief Executive Officer
Attest:
------------------------------------
Xxxx X. Xxxxxx, Secretary
