AMENDMENT NO. 1 TO AGENCY AGREEMENT
Exhibit 1.1
THIS AMENDMENT NO. 1 (“Amendment”) to the Agency Agreement, dated December 20, 2010 (the
“Agency Agreement”) by and among Farmers National Banc Corp., an Ohio corporation (the
“Company”), The Farmers’ National Bank of Xxxxxxxx, a national banking association (the
“Bank”) and Sandler X’Xxxxx & Partners, L.P. (the “Agent”) is entered into as of
January 26, 2010, by and among the Company, the Bank and the Agent.
RECITALS
A. On December 20, 2010, the Company, the Bank and the Agent entered
into that certain Agency Agreement (the “Original Agreement”). Capitalized words used
in this
Amendment but not otherwise defined shall have the meanings ascribed to such terms in the
Original Agreement.
B. The Company, the Bank and the Agent now desire to amend the Original
Agreement, effective as of the date hereof, upon the terms and conditions set forth herein.
TERMS OF AMENDMENT
The Company, the Bank and the Agent hereby agree to amend the Original Agreement as follows:
1. Payment of Expenses.
(a) The provisions of clause (i) of Section 4 of the Original Agreement are hereby
modified to increase the amount of the disbursements, fees and expenses of the Agent’s
counsel that the Company will pay or cause to be paid from $160,000 to $180,000, and to
decrease the amount of the Agent’s marketing and travel expenses that the Company will pay
or cause to be paid from $50,000 to $30,000.
2. Miscellaneous Provisions.
(a) No Other Changes. In all other respects the Original Agreement, and each
and every provision thereof, shall remain in full force and effect as if fully restated
herein.
(b) Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York without regard to conflict of laws
principles.
(Signature Page Follows)
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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Agency Agreement as
of the date first written above.
Very truly yours, FARMERS NATIONAL BANC CORP. |
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By: | /s/ Xxxx X. Xxxxx | |||
Name: | Xxxx X. Xxxxx | |||
Title: | President and Chief Executive Officer | |||
THE FARMERS’ NATIONAL BANK OF XXXXXXXX |
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By: | /s/ Xxxx X. Xxxxx | |||
Name: | Xxxx X. Xxxxx | |||
Title: | President and Chief Executive Officer |
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CONFIRMED AND ACCEPTED, as of the date first above written: Sandler X’Xxxxx & Partners, L.P. |
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By: | Sandler X’Xxxxx & Partners Corp., | |||
the sole general partner | ||||
By: | /s/ Xxxxxxxx Xxxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxxx | |||
Title: | Authorized Signatory | |||
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