FIRST AMENDMENT TO AGREEMENT
THIS FIRST AMENDMENT (the "Amendment") to the Agreement is made as of
the 9th day of February, 1998, by and among Crusader Holding Corporation (the
"Company"), Crusader Savings Bank, FSB and its subsidiaries (the "Bank"), and
Crusader Mortgage Corporation ("Mortgage") (collectively "Crusader"), on the
one hand, and Xxxxxxx X. Xxxxxx (the "Executive") and Satellite Mortgage
Corporation ("Satellite"), on the other hand.
WHEREAS, the Company, the Bank, Mortgage, the Executive and Satellite
are parties to that certain Agreement, dated as of November 30, 1997, by and
among the Company, the Bank, Mortgage, the Executive and Satellite (the
"Agreement"); and
WHEREAS, the parties to the Agreement desire to amend the Agreement
to provide for an irrevocable proxy, to remove the provision which creates
consulting and certain other benefits in favor of the Executive and to make
such other changes as are set forth in this First Amendment;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants of the Company, the Bank, Mortgage, the Executive and Satellite
contained in this First Amendment and the Agreement as so amended, and for
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company, the Bank, Mortgage, the Executive and
Satellite, intending to be legally bound, hereby agree as follows:
1. Capitalized terms not otherwise defined in the First Amendment
shall have the meanings ascribed to them in the Agreement.
2. Section 2 of the Agreement is hereby amended to add the following
as the second sentence of such Section 2:
"Executive further agrees not to purchase or otherwise become the
beneficial owner of any additional Company Shares without the prior
written consent of the President of the Company."
3. Section 3 of the Agreement is hereby amended to delete the words
"Consulting and" in the title of such Section 3 and to delete the second
sentence of such Section 3.
4. Section 4 of the Agreement is hereby amended and restated to read
in its entirety as follows:
"Resignation from Offices; Irrevocable Proxy. The Executive agrees
that as of the Effective Date he shall have resigned from all offices
and positions with Crusader. The Executive further agrees that he
will deliver to the Bank a duly executed irrevocable proxy, in the
form attached hereto as Exhibit A, in favor of USA Capital, Inc.,
providing for it to vote all of Executive's Company Shares in the
proportion in which other outstanding shares of common stock of the
Company are voted with respect to any and all matters which may be
presented to the shareholders for action, which irrevocable proxy
shall be delivered on or before the effective date of the Company's
initial public offering."
5. Section 12 of the Agreement is hereby amended to be renumbered as
Section 13 of the Agreement.
6. The Agreement is hereby amended to add the following as Section 12
of the Agreement:
"Fees and Expenses. The Escrow Agent's fees and expenses shall be
shared equally by Crusader and the Executive and shall be paid
promptly upon receipt of an invoice from the Escrow Agent."
7. Except as amended by the First Amendment, all terms of the
Agreement shall remain in full force and effect and references in the
Agreement to "this Agreement," "herein" and "hereunder" shall mean the
Agreement as amended by the First Amendment.
8. This First Amendment may be executed in counterparts, each of
which shall be deemed an original and all of which shall constitute together
one and the same instrument.
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IN WITNESS WHEREOF, each of the parties hereto has fully executed
this Amendment No. 1 all as of the day and year first above written.
CRUSADER: CRUSADER HOLDING CORPORATION
By /s/ Xxxxx X. Xxxx
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Its President
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CRUSADER SAVINGS BANK, FSB
By /s/ Xxxxxx X. Xxxxxxx
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Its President
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CRUSADER MORTGAGE CORPORATION
By /s/ Xxxxx X. Xxxx
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Its President
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EXECUTIVE: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
SATELLITE MORTGAGE CORPORATION
By /s/ Xxxxxxx X. Xxxxxx
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Its President
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EXHIBIT A
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CRUSADER HOLDING CORPORATION
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IRREVOCABLE PROXY
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The undersigned, being the legal and beneficial owner of the number
of shares of the voting Common Stock of Crusader Holding Corporation, a
Pennsylvania corporation (the "Company"), set forth below (the "Shares"),
hereby appoints USA Capital, Inc. in its capacity as the undersigned's true
and lawful proxy, with full power of substitution, (i) to attend any and all
meetings of the shareholders of the Company, whether annual or special, and
all adjournments and postponements thereof, which may be held at any time
after the date of this Proxy, and to vote the Shares in the proportion in
which other outstanding shares of the Company's common stock are voted on any
and all matters which may be presented to the shareholders for action at such
shareholder meetings, and (ii) to exercise all other voting rights and powers
in respect of the Shares, including without limitation the calling of
shareholder meetings and the giving of consents and approvals on any and all
matters on which the shareholders of the Company may act.
The undersigned hereby affirms that this Proxy is coupled with an
interest and shall be irrevocable to the fullest extent permitted by law.
The undersigned hereby revokes all proxies which he may have
previously executed with respect to the Shares.
IN WITNESS WHEREOF, this Proxy has been executed and delivered as of
this 9th day of February, 1998.
/s/ Xxxxx X. Xxxx /s/ Xxxxxxx X. Xxxxxx
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Witness Xxxxxxx X. Xxxxxx
Number of Shares:
150,000 Shares
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