EXHIBIT 10.1
BRANCH PURCHASE AND DEPOSIT ASSUMPTION AGREEMENT
AMENDMENT NO. 2
This shall constitute an Amendment dated June __, 1998 to the Branch
Purchase and Deposit Assumption Agreement (the "Agreement") entered into the
24th day of March 1998, as amended, between First Commonwealth Bank, a state
chartered commercial bank having its principal office at Philadelphia and Xxxxx
Xxxxxxx, Xxxxxxx Xxxxxxxxxxxx 00000 (the "Seller"), and Nittany Financial Corp.,
a Pennsylvania holding company organized for the purpose of forming and owning
100% of the stock of Nittany Bank, a federally chartered stock savings bank (in
formation), having its principal office at 000 Xxxxxxx Xxxx, Xxxxx Xxxxxxx,
Xxxxxxxxxxxx 00000 (the "Purchaser"). The Seller and the Purchaser are
hereinafter sometimes collectively referred to as the "Parties".
WHEREAS, pursuant to Section 10.03 of the Agreement, the Parties, by
mutual consent of their respective duly authorized officers, wish to amend,
modify and supplement the Agreement,
NOW, THEREFORE, in consideration of and in accordance with the
provisions of the Agreement, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Parties hereby amend the
"Definitions" section and Sections 1.03(a) and 1.05(a)(iii) of the Agreement as
follows:
DEFINITIONS
"Premium" has the meaning set forth in Section 1.03(a) of this
Agreement.
ARTICLE I
TRANSFER OF ASSETS AND ASSUMPTION OF LIABILITIES
1.03 Payment of Premium.
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(a) The Purchaser further agrees that on the Effective Date, subject to
the terms and conditions of this Agreement, it shall pay to the Seller a premium
in the form of cash equal to nine percent (9%)and it shall pay to
______________, the holding company of the Seller owning ___% of the voting
stock of the Seller, a premium in the form of stock equal to one percent (1%)
times (X) the Deposit Liabilities less Excluded Deposits as defined herein at
the Branches (the "Premium")....
1.05 Additional Obligations of the Parties.
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(a) Actions by Seller at Closing. On the Effective Date, the Seller will:
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. . . . . . . . . . . . . .
(iii) make available to the Purchaser cash equal to the sum of the
Deposits Liabilities plus accrued interest assumed by the Purchaser plus the
Deposit and the accrued interest thereon LESS the sum of: (i) the purchase price
for the Loans to be assumed pursuant to Section 1.04(c); (ii) the payment for
the assets set forth at Section 1.02(b)(i); and (iii) the nine percent (9%) cash
portion of the Premium set forth in Section 1.03(a);...
