CUSIP No. 000000000 Page 18 of 33 Pages
EXHIBIT 15
AGREEMENT
This Agreement is made by and between Central Bancorp, Inc. ("Central
Bancorp"), Xxxxx X. Xxxx, Xxxxxxx X. Xxxxxx, Xxxx X. Xxxxxx, Xxxx X. Xxxxxxx,
Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxxx, Xxxx
X. Xxxxxx, Xx., The Xxxxxx X. Xxxxxxx Family Limited Partnership, L.P., the
Central Cooperative Bank Employee Stock Ownership Plan Trust and Central
Cooperative Bank (collectively, the "Central Bancorp Parties"), and PL Capital,
LLC, Financial Edge Fund, L.P., Financial-Edge Strategic Fund, L.P., Goodbody/PL
Capital, L.P., Goodbody/PL Capital, LLC ("PL Capital"), Xxxxxxx Xxxxxxx, Xxxx X.
Xxxxxx, Xxxxxxx X. Fates, the Estate of XXXXXXX XXXXXXXX (collectively, the "PL
Capital Parties") on behalf of themselves and their respective affiliates (the
Central Bancorp Parties and the PL Capital Parties together, collectively, the
"Parties"). The Parties agree that they have entered into this Agreement in
order to avoid the expense and inconvenience of continued litigation captioned
Xxxxxxx, et al. v. Central Bancorp, Inc., et al., Civ. No. 02-11931-EFH (D.
Mass.); Central Bancorp, Inc., et al. v. PL Capital, LLC, et al., Civ. No.
03-10179-EFH (D. Mass.); Xxxxxxx, et al. v. Central Bancorp, Inc., et al., CIV.
NO. 03-0547-BLS (Mass. Super. Ct.); PL Capital, LLC, et al. v. Central Bancorp,
Inc., et al., Civ. No. 03-0554-BLS (Mass. Super. Ct.); Central Bancorp, Inc., et
al. v. PL Capital, LLC, et al., Civ. No. 03-2287-BLS (Mass. Super. Ct.); and
Central Bancorp, Inc., et al. v. PL Capital, LLC, et al., Civ. No. 03-3585-BLS
(Mass. Super. Ct.) (the "Litigation") and without admitting any liability. In
consideration of the covenants, promises and undertakings set forth herein, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:
1. Board Expansion and Membership.
Upon the execution of this Agreement, the board of directors of Central
Bancorp will be expanded from its present eight member size to ten members, and
Xxxxxxx Xxxxxxx will be elected director of Central Bancorp to serve the
remaining term of Xxxxxxx X. Xxxxxx who is retiring as a director. Xx. Xxxxxxx
will, therefore, be added to the Company's slate of directors nominated for
election to a three-year term to be voted upon at this year's annual meeting
dated September 30, 2003, or any adjournment or postponement thereof. At all
times from and after the date of this Agreement, Central Bancorp's board will
also appoint, at its sole discretion, all other persons to fill remaining
director positions or vacancies on the ten member Central Bancorp board of
directors. Messrs. Xxxxxxx and Fates shall receive the normal compensation and
benefits paid to directors of Central Bancorp and Central Cooperative Bank while
they serve as directors thereof.
Upon the execution of this Agreement, the board of directors of Central
Cooperative Bank will be expanded to ten members, Messrs. Xxxxxxx Fates and
Xxxxxxx Xxxxxxx will be elected as two of those members and the board of Central
Bancorp, at its sole discretion, will elect such other persons to fill remaining
positions or vacancies on that board as it deems fit.
CUSIP No. 000000000 Page 19 of 33 Pages
2. Standstill.
The PL Capital Parties each agree that, for so long as Xxxxxxx Fates and/or
Xxxxxxx Xxxxxxx (or, in the event of death, disability or resignation of either
of them, a substitute nominee of PL Capital whose substitution shall be subject
to the approval of the Central Bancorp Board of Directors, such approval not to
be unreasonably withheld) remains a director of Central Bancorp or Central
Cooperative Bank or PL Capital beneficially owns 5 percent or more of the
outstanding Central Bancorp shares (based on the 1,663,133 shares outstanding at
the date of execution of this Agreement), after the date hereof (the "Standstill
Period"), they and their affiliates or associates (as defined in Rule 12b-2
promulgated pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") will not (and they will not assist or encourage others to),
directly or indirectly, in any manner, without prior written approval of the
Board of Directors of Central Bancorp:
(i) acquire, offer to acquire, solicit an offer to sell or agree to
acquire, directly or indirectly, alone or in concert with others, by
purchase, gift or otherwise, any direct or indirect beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act) or any direct or
indirect interest in any securities or direct or indirect rights, warrants
or options to acquire, or securities convertible into or exchangeable for
(collectively, an "Acquisition"), any securities of Central Bancorp
("Securities"), provided that PL Capital may sell shares without the prior
approval of the Board of Directors of Central Bancorp subject to the Right
of First Refusal in Paragraph 8 of this Agreement;
(ii) make, or in any way participate in, directly or indirectly, alone
or in concert with others, any "solicitation" of "proxies" to vote (as such
terms are used in the proxy rules of the Securities and Exchange Commission
promulgated pursuant to Section 14 of the Exchange Act) or seek to advise
or influence in any manner whatsoever any person with respect to the voting
of any voting securities of Central Bancorp, except pursuant to Central
Bancorp's publication of its proxy statement;
(iii) form, join or in any way participate in a "group" within the
meaning of Section 13(d)(3) of the Exchange Act with respect to any voting
securities of Central Bancorp;
(iv) acquire, offer to acquire or agree to acquire, directly or
indirectly, alone or in concert with others, by purchase, exchange or
otherwise, (a) any of the assets, tangible and intangible, of Central
Bancorp or (b) direct or indirect rights, warrants or options to acquire
any assets of Central Bancorp;
(v) arrange, or in any way participate, directly or indirectly, in any
financing (except for margin loan financing for shares presently
beneficially owned) for the purchase of any securities or securities
convertible or exchangeable into or exercisable for any securities or
assets of Central Bancorp;
(vi) otherwise act, alone or in concert with others (except in their
expressing views as directors at meetings of the board of directors or a
committee of the board of directors of Central Bancorp or Central
Cooperative Bank), to seek to offer to Central
CUSIP No. 000000000 Page 20 of 33 Pages
Bancorp or any of its stockholders any business combination, restructuring,
recapitalization or similar transaction to or with Central Bancorp or
otherwise seek, alone or in concert with others to control or change the
management, board of directors or policies of Central Bancorp or nominate
any person as a director of Central Bancorp who is not nominated by the
then incumbent directors, or propose any matter to be voted upon by the
stockholders of Central Bancorp; or
(vii) announce an intention to do, or enter into any arrangement or
understanding with others to do, any of the actions restricted or
prohibited under clauses (i) through (vi) of this Paragraph 2, or publicly
announce or disclose any request to be excused from any of the foregoing
obligations of this Paragraph 2; and
At the September 30, 2003 Central Bancorp annual meeting, PL Capital agrees to
vote the 154,268 shares it presently beneficially owns in favor of the nominees
for election or reelection as director of Central Bancorp selected by the board
of directors of Central Bancorp and otherwise to support such director
candidates, and to vote against the election of any candidates not so nominated
by the board of directors of Central Bancorp. Thereafter, during the Standstill
Period, the PL Capital Parties agree to vote all shares they or any of them
beneficially own of Central Bancorp in favor of the nominees for election or
re-election as director of Central Bancorp selected by the board of directors of
Central Bancorp and agree otherwise to support such director candidates, and
agree to vote against the election of any candidates not so nominated by the
board of directors of Central Bancorp.
3. Re-nomination.
The board of directors of Central Bancorp agrees to renominate each of
Xxxxxxx Fates and Xxxxxxx Xxxxxxx (or, in the event of death, disability or
resignation of either of them, a substitute nominee of PL Capital whose
substitution shall be subject to the approval of the Central Bancorp Board of
Directors, such approval not to be unreasonably withheld) as a director of
Central Bancorp and to re-elect each of them as a director of Central
Cooperative Bank so long as (i) he does not seasonably give Notice (as defined
herein) that he does not seek such renomination or reelection at the time of
such occurrence and (ii) PL Capital beneficially owns 5 percent or more of
Central Bancorp's outstanding shares.
4. Xxxxxxx Financial Advisors.
With respect to Xxxxx X. Xxxxxxx and Xxxxxxx Financial Advisors, Inc., the
PL Capital Parties agree that Central Bancorp's board of directors, or a
committee thereof, may from time to time engage Xxxxxxx Financial Advisors, Inc.
and/or Xxxxx X. Xxxxxxx as financial advisor without objection of any of the PL
Capital Parties, and Messrs. Fates and Xxxxxxx may express their views thereon
as directors at meetings of the board of directors or a committee of the board
of directors of Central Bancorp or Central Cooperative Bank.
5. ESOP.
The Central Cooperative Bank Employee Stock Ownership Plan ("ESOP") may use
its present $1,941,797.40 loan authorization from Central Bancorp to acquire
shares from
CUSIP No. 000000000 Page 21 of 33 Pages
any of the PL Capital Parties pursuant to the Right of First Refusal granted by
Paragraph 8 of this Agreement or to acquire shares sold by former employees or
retirees of Central Bancorp or Central Cooperative Bank to maintain the ESOP's
present level of ownership as a percentage of the outstanding Central Bancorp
shares (in addition to participants' reinvestment of dividends). Other than the
ESOP purchasing PL Capital shares or purchasing shares sold by former employees
or retirees (and participants' reinvestment of dividends), during the next two
years, the ESOP will not acquire additional Central Bancorp shares, unless the
PL Capital Parties' beneficial ownership of Central Bancorp shares becomes less
than 5 percent of the outstanding Central Bancorp shares (based on the 1,663,133
shares outstanding at the date of execution of this Agreement).
6. Non-Disparagement.
During the Standstill Period, the PL Capital Parties agree not to disparage
any of the Central Bancorp Parties or any officers, directors (including
director nominees) or employees of Central Bancorp or Central Cooperative Bank
in any public forum, and the Central Bancorp Parties agree not to disparage any
of the PL Capital Parties or any officers or employees of PL Capital in any
public forum.
7. PL Capital Nominees.
Provided the respective boards of directors are expanded to ten members
each and Xxxxxxx Xxxxxxx is appointed to the boards of directors of Central
Bancorp and he and Xxxxxxx Fates are appointed to the board of directors of
Central Cooperative Bank and renominated as provided in this Agreement, pursuant
to this Agreement, the PL Capital Parties agree not to nominate any other
candidate for director of either entity at any time (except, in the event of
death, disability or resignation of either of them, a substitute nominee of PL
Capital whose substitution shall be subject to the approval of the Central
Bancorp Board of Directors, such approval not to be unreasonably withheld).
8. Right of First Refusal.
The PL Capital Parties, and each of them, hereby grant an irrevocable Right
of First Refusal to Central Bancorp to purchase at the then prevailing market
price on the date of exercise, any or all shares of Central Bancorp stock
beneficially owned by any of the PL Capital Parties. Such Right of First Refusal
shall be exercised in the following manner: the PL Capital Party intending to
sell any such shares shall provide Notice (as defined herein) to Central Bancorp
of intent to sell together with the quantity of shares to be sold. Central
Bancorp shall have two business days to give Notice (as defined herein) to such
PL Capital Party of its intent to exercise its Right of First Refusal to acquire
such shares. If Central Bancorp gives timely Notice of its intent to exercise
such Right of First Refusal with respect to such shares, then it shall have five
business days to tender the Exercise Price as defined herein) for such shares to
the selling PL Capital Party, and that PL Capital Party shall then convey title
to such shares to Central Bancorp or its designee. The Exercise Price shall be
the volume-weighted average price as derived from Bloomberg for the five trading
days prior to the date on which such PL Capital Party gave Notice. Failure of
Central Bancorp to give timely Notice to such selling PL Capital Party will
excuse PL Capital from any obligation with respect to those shares so long as
that
CUSIP No. 000000000 Page 22 of 00 Xxxxx
XX Capital Party sells such shares within 30 days of the date on which that PL
Capital Party gave its Notice of its intent to sell shares, but will not affect
Central Bancorp's Right of First Refusal with respect to any other shares
beneficially owned by that or any other PL Capital Party which were not the
subject of the PL Capital Party's Notice of its intent to sell shares.
9. Release of the Central Bancorp Parties.
Except for the rights and obligations expressly created or reserved by this
Agreement, each of the PL Capital Parties hereby releases, acquits and forever
discharges each of the Central Bancorp Parties from any and all causes of
action, claims, damages, costs and/or attorneys' fees from the beginning of time
to the present, known or unknown, that any of the PL Capital Parties ever had,
now has or hereafter may acquire against any of the Central Bancorp Parties that
were asserted or could have been asserted in the Litigation.
10. Release of the PL Capital Parties.
Except for the rights and obligations expressly created or reserved by this
Agreement, each of the Central Bancorp Parties hereby releases, acquits and
forever discharges each of the PL Capital Parties from any and all causes of
action, claims, damages, costs and/or attorneys' fees from the beginning of time
to the present, known or unknown, that any of the Central Bancorp Parties ever
had, now has or hereafter may acquire against any of the PL Capital Parties that
were asserted or could have been asserted in the Litigation.
11. Notice of Dismissal.
Immediately upon delivery of the executed Agreement, counsel for the
Central Bancorp Parties shall execute a Notice of Voluntary Dismissal With
Prejudice, without costs or attorneys' fees, in the form attached as Exhibit A
hereto (the "Notice of Dismissal"), and file such Notice of Dismissal in the
Massachusetts Superior Court in and for Suffolk County in Civil Action No.
03-3585-BLS. Counsel for the Parties shall execute a Stipulation of Dismissal of
Claims With Prejudice, without costs or attorneys' fees, in the form attached as
Exhibit B hereto (the "Stipulation of Dismissal"), and file such Stipulation of
Dismissal in the United States District Court for the District of Massachusetts
in Civil Action No. 03-10179-EFH. Counsel for the Parties shall execute a
Stipulation of Waiver of Appeal in the form attached as Exhibit C hereto (the
"Stipulation of Waiver of Appeal"), and file such Stipulation of Waiver of
Appeal in the Massachusetts Superior Court in and for Suffolk County in Civil
Action Nos. 03-0547-BLS, 03-0554-BLS and 03-2287-BLS. Central Bancorp will fax
and mail to counsel for PL Capital, Xxxxxxx X. Xxxxxxxx, file-stamped copies of
the Notice of Dismissal, Stipulation of Dismissal and Stipulation of Waiver of
Appeal upon filing.
12. Bylaw and Rights Plan.
Effective upon the execution of this Agreement, the board of directors of
Central Bancorp shall rescind the amendment to the Central Bancorp By-laws
adopted July 24, 2003 and shall exempt the PL Capital Parties from Amendment No.
3 to the Central Bancorp Shareholder Rights Agreement adopted July 24, 2003.
CUSIP No. 000000000 Page 23 of 33 Pages
13. Other Consideration.
In consideration of the Standstill, the Right of First Refusal and other
promises and undertakings herein by PL Capital, Central Bancorp shall pay to PL
Capital $400,000 in immediately available funds upon the execution of this
Agreement.
14. Authority.
Each of the Parties which is a corporation or other legal entity and each
individual Party executing this Agreement on behalf of a corporation or other
legal entity, represents and warrants that: (a) such corporation or other legal
entity is duly organized, validly authorized and in good standing, and possesses
full power and authority to enter into and perform the terms of this Agreement;
(b) the execution and delivery, and performance of the terms of this Agreement
have been duly and validly authorized by all requisite acts and consents of the
company or other legal entity and do not contravene the terms of any other
obligation to which the corporation or other legal entity is subject; and (c)
this Agreement constitutes a legal, binding and valid obligation of each such
entity, enforceable in accordance with its terms.
15. Amendment in Writing.
This Agreement and each of its terms may only be amended, waived,
supplemented or modified in a writing signed by the signatories hereto or their
respective clients.
16. Governing Law/Venue/Jurisdiction.
This Agreement, and the rights and liabilities of the Parties hereto, shall
be governed by and construed in accordance with the laws of the Commonwealth of
Massachusetts without regard to conflict of law provisions. The venue and
jurisdiction for adjudication of any and all disputes between the Parties to
this Agreement shall be in the Business Litigation Session of the Massachusetts
Superior Court in and for Suffolk County, or in the ordinary session of that
Court if the Business Litigation Session is discontinued.
17. Counterparts.
This Agreement may be executed in counterparts, each of which shall be
considered to be an original or true copy of this Agreement. Faxed signatures
shall be presumed valid.
18. Nonwaiver.
The failure of any one of the Parties to insist upon strict adherence to
any term of this Agreement on any occasion shall not be considered a waiver
thereof or deprive the Parties of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement.
CUSIP No. 000000000 Page 24 of 33 Pages
19. Non-Assignment.
The Parties represent and warrant that they are the sole owners of the
claims released by Paragraphs 9 and 10 hereof, respectively, that they are
relinquishing such claims by executing this Agreement, and that no other person
or entity has any interest in those claims.
20. Documents Exchanged in Connection With the Litigation.
Copies of documents exchanged in the Litigation which were generated by one
party but which are in the possession of another party may be retained but used
only in relation to Central Bancorp and not for any other subject matter.
21. Disclosure of this Agreement.
The parties contemplate that PL Capital will file a Schedule 13D amendment
attaching this Agreement, that Central Bancorp will file a Form 8-K attaching
this Agreement and that there will be no other public comments (except as
required by applicable SEC regulations) by the Parties regarding this Agreement
other than a press release by Central Bancorp stating in substance that the
matter was settled, factually summarizing this Agreement and referring to the
Form 8-K filing.
22. Entire Agreement.
This Agreement constitutes the full, complete and entire understanding,
agreement and arrangement of and between the Parties with respect to the subject
matter hereof and supersedes any and all prior oral and written understandings,
agreements and arrangements between them. There are no other agreements,
covenants, promises or arrangements between the Parties other than those set
forth in this Agreement (including the attachments hereto).
23. Notice.
All notices and other communications which are required or permitted
hereunder shall be in writing, and sufficient if by same-day hand delivery
(including delivery by courier) or sent by fax, addressed as follows:
If to the Central Bancorp Parties: Xxxx X. Xxxxxxx, President
Central Bancorp, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxxx 00000
Fax: (000) 000-0000
With a copy to: Xxxxxx X. Xxxxxxxxx
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Fax: (000) 000-0000
CUSIP No. 000000000 Page 25 of 33 Pages
If to the PL Capital Parties: Xxxx X. Xxxxxx
PL Capital, LLC
00 Xxxx Xxxxxxxxx Xxxxxx
Xxxxx 00
Xxxxxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
With a copy to: Xxxxxxx X. Xxxxxxxx
Xxxxx & Lardner
000 Xxxxx Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
CUSIP No. 000000000 Page 26 of 33 Pages
IN WITNESS WHEREOF, the Parties hereto have each executed this Agreement on
the date set forth below.
DATED: August __, 2003
For: PL CAPITAL, LLC For: CENTRAL BANCORP, INC.
FINANCIAL EDGE FUND, L.P.
FINANCIAL-EDGE STRATEGIC FUND, X.X.
XXXXXXXX/PL CAPITAL, X.X.
XXXXXXXX/PL CAPITAL, LLC ------------------------------
By: Xxxx X. Xxxxxxx, President
---------------------------------
By: Xxxxxxx Xxxxxxx, Managing Member For: CENTRAL COOPERATIVE BANK
--------------------------------- -------------------------------
By: Xxxx X. Xxxxxx, Managing Member By: Xxxx X. Xxxxxxx, President
For: XXXXXXX XXXXXXX For: THE ESTATE OF XXXXXXX XXXXXXXX
--------------------------------- -------------------------------
Xxxxxxx Xxxxxxx Name: -------------------------------
Title:-------------------------------
For: XXXX X. XXXXXX For: XXXXX X. XXXX
--------------------------------- -------------------------------
Xxxx X. Xxxxxx Xxxxx X. Xxxx
For: XXXXXXX X. FATES For: XXXXXXX X. XXXXXX
--------------------------------- -------------------------------
Xxxxxxx X. Fates Xxxxxxx X. Xxxxxx
CUSIP No. 000000000 Page 27 of 33 Pages
For: XXXX X. XXXXXX For: XXXXX X. XXXXXXX
--------------------------------- -------------------------------
Xxxx X. Xxxxxx Xxxxx X. Xxxxxxx
For: XXXX X. XXXXXXX For: XXXX X. XXXXXX, XX.
--------------------------------- -------------------------------
Xxxx X. Xxxxxxx Xxxx X. Xxxxxx, Xx.
For: XXXXXX X. XXXXXXX For: THE XXXXXX X. XXXXXXX FAMILY
LIMITED PARTNERSHIP, L.P.
---------------------------------
Xxxxxx X. Xxxxxxx -------------------------------
By: Xxxxxx X. Xxxxxxx, General
Partner
For: XXXXXXX X. XXXXXX
For: THE CENTRAL COOPERATIVE BANK
EMPLOYEE STOCK OWNERSHIP
--------------------------------- PLAN TRUST
Xxxxxxx X. Xxxxxx
-------------------------------
By: Xxxxxxx X. Xxxxxx, Trustee
For: XXXXX X. XXXXXXXX
-------------------------------
--------------------------------- By: Xxxxxxx X. Xxxxxx, Trustee
Xxxxx X. Xxxxxxxx
CUSIP No. 000000000 Page 28 of 33 Pages
EXHIBIT A
(to Agreement)
COMMONWEALTH OF MASSACHUSETTS
SUFFOLK, SS. SUPERIOR COURT
BUSINESS LITIGATION SESSION
----------------------------------------------------------x
CENTRAL BANCORP, INC., XXXXX X. XXXX, :
XXXXXXX X. XXXXXX, XXXX X. XXXXXX
and XXXXX X. XXXXXXXX, :
Plaintiffs, : Civil Action
No. 03-3585-BLS
v. : Judge van Gestel
PL CAPITAL, LLC and XXXXXXX XXXXXXX, :
Defendants. :
----------------------------------------------------------x
NOTICE OF VOLUNTARY DISMISSAL WITH PREJUDICE
--------------------------------------------
Pursuant to Rule 41(a)(1)(i) of the Massachusetts Rules of Civil Procedure,
plaintiffs Central Bancorp, Inc., Xxxxx X. Xxxx, Xxxxxxx X. Xxxxxx, Xxxx X.
Xxxxxx and Xxxxx X. Linenehan ("Plaintiffs") hereby give notice that this action
is dismissed with prejudice as against defendants PL Capital, LLC and Xxxxxxx
Xxxxxxx ("Defendants"), and with Plaintiffs and Defendants to bear their
respective costs and attorneys' fees. Plaintiffs state that Defendants have not
served an answer or motion for summary judgment in this action.
CUSIP No. 000000000 Page 29 of 33 Pages
DATED: August __, 0000
Xxxxxx, Xxxxxxxxxxxxx
Respectfully submitted,
------------------------------------------
Xxxxxx X. Xxxxxxxxx (BBO #132300)
Xxxx Wm. Hemr (BBO #638742)
Xxxxxx X. Xxxxxxxx (BBO #651086)
SKADDEN, ARPS, SLATE, XXXXXXX & XXXX, LLP
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
(000) 000-0000
Counsel for Plaintiffs Central Bancorp, Inc.,
Xxxxx X. Xxxx, Xxxxxxx X. Xxxxxx,
Xxxx X. Xxxxxx and Xxxxx X. Xxxxxxxx
Certificate of Service
----------------------
I, XXXXXX X. XXXXXXXX, hereby certify that, on August __, 2003, I caused a
true copy of the foregoing Notice of Voluntary Dismissal With Prejudice to be
served as indicated on the attached service list.
DATED: August __, 2003
------------------------------------------
Xxxxxx X. Xxxxxxxx
CUSIP No. 000000000 Page 30 of 33 Pages
EXHIBIT B
(to Agreement)
UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS
-----------------------------------------------------------x
CENTRAL BANCORP, INC., XXXXX X. XXXX, :
XXXXXXX X. XXXXXX, XXXX X. XXXXXX,
XXXX X. XXXXXXX, XXXXXX X. XXXXXXX :
and XXXXXXX X. XXXXXX,
:
Plaintiffs,
: Civil Action
v. No. 03-10179-EFH
:
PL CAPITAL, LLC, XXXXXXX XXXXXXX,
XXXXXXXX X. XXXXXXX, XXXXXXX XXXXXXXX, :
XXXXXXX X. FATES, et al.,
:
Defendants.
-----------------------------------------------------------x
STIPULATION OF DISMISSAL WITH PREJUDICE
---------------------------------------
Pursuant to Rule 41(a)(1)(ii) of the Federal Rules of Civil Procedure, it
is hereby stipulated and agreed by and between plaintiffs Central Bancorp, Inc.,
Xxxxx X. Xxxx, Xxxxxxx X. Xxxxxx, Xxxx X. Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxx X.
Xxxxxxx and Xxxxxxx X. Xxxxxx; defendants PL Capital, LLC, Xxxxxxx Xxxxxxx,
Xxxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx X. Fates, Financial Edge Fund,
L.P., Financial-Edge Strategic Fund, L.P., Goodbody/PL Capital, L.P.,
Goodbody/PL Capital, LLC, Xxxx X. Xxxxxx, Xxxxxxx and Associates, L.L.C.,
Xxxxxxx Investment Partnership, L.P., Xxxxxxx Investment Partnership II, L.P.,
Federal Holdings L.L.C., Xxxxxxx Investment Partnership, L.P., Kerrimatt, L.P.,
Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxxxxx; and third-party defendants Central
Cooperative Bank
CUSIP No. 000000000 Page 31 of 33 Pages
Employee Stock Ownership Plan Trust and Xxxxxx X. Xxxxxxx
Family Limited Partnership, L.P. that this action and all claims, counterclaims
and third-party claims are dismissed with prejudice, with each party to bear
their own costs and attorneys' fees.
DATED: August __, 0000
Xxxxxx, Xxxxxxxxxxxxx
Respectfully submitted,
---------------------------------------- ------------------------------------
Xxxxxx X. Xxxxxxxxx (BBO #132300) Xxxxxx X. Xxxx, Xx. (BBO #546009)
Xxxxx X. Xxxxxxx (BBO #554426) Xxx X. XxXxxxx (BBO #643799)
Xxxxxx X. Xxxxxxxx (BBO #651086) XXXXXXX XXXXXXXXX LLP
SKADDEN, ARPS, SLATE, XXXXXXX & XXXX LLP 000 Xxxxxxx Xxxxxx
Xxx Xxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000
Xxxxxx, Xxxxxxxxxxxxx 00000 (000) 000-0000
(000) 000-0000
Counsel for Defendants PL Capital, LLC,
Counsel for Plaintiffs Central Bancorp, Inc., Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxx,
Xxxxx X. Xxxx, Xxxxxxx X. Xxxxxx and Xxxxxxx X. Fates, Financial Edge Fund, L.P.,
Xxxx X. Xxxxxx and Third-Party Defendant Financial-Edge Strategic Fund, L.P., Goodbody/PL
Central Cooperative Bank Employee Stock Capital, L.P.,Goodbody/PL Capital, LLC and
Ownership Plan Trust Xxxx X. Xxxxxx
---------------------------------------- ------------------------------------
Xxxxxxx X. Xxxxxx (BBO #433380) Xxxxx X.X. Xxxxxxx (BBO #240440)
Xxxxxx X. Xxxxxxxx (BBO #556337) LEBOEUF, LAMB, XXXXXX & XXXXXX, L.L.P.
Xxxxxxxx X. Xxxxxxx (BBO #567838) 000 Xxxxxxxx Xxxxxx
XXXX AND XXXX LLP Xxxxxx, Xxxxxxxxxxxxx 00000
00 Xxxxx Xxxxxx (000) 000-0000
Xxxxxx, Xxxxxxxxxxxxx 00000
(000) 000-0000 Counsel for Defendants Xxxxxxxx X. Xxxxxxx,
Xxxxxxx and Associates, L.L.C.,
Counsel for Plaintiffs Xxxx X. Xxxxxxx, Xxxxxxx Investment Partnership, L.P.,
Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx Xxxxxxx Investment Partnership II, L.P.,
and Third-Party Defendant Xxxxxx X. Xxxxxxx Federal Holdings L.L.C., Xxxxxxx Investment
Family Limited Partnership, L.P. Partnership, L.P., Kerrimatt, L.P.,
Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxxxxx
CUSIP No. 000000000 Page 32 of 33 Pages
EXHIBIT C
(to Agreement)
COMMONWEALTH OF MASSACHUSETTS
SUFFOLK, ss. SUPERIOR COURT
BUSINESS LITIGATION SESSION
------------------------------------------------------x
XXXXXXXX X. XXXXXXX, et al., :
Plaintiffs, :
Civil Action
v. : No. 03-0547-BLS
Judge van Gestel
CENTRAL BANCORP, INC., et al., :
Defendants. :
------------------------------------------------------x
PL CAPITAL, LLC, et al., :
Plaintiffs, :
Civil Action
v. : No. 03-0547-BLS
Judge van Gestel
CENTRAL BANCORP, INC., et al., :
Defendants. :
------------------------------------------------------x
CENTRAL BANCORP, INC., et al., :
Plaintiffs, :
Civil Action
v. : No. 03-0547-BLS
Judge van Gestel
PL CAPITAL, LLC., et al., :
Defendants. :
------------------------------------------------------x
STIPULATION OF WAIVER OF APPEAL
-------------------------------
Pursuant to Rules 3 and 4 of the Massachusetts Rules of Appellate
Procedure, it is hereby stipulated and agreed by and between all parties to the
above-captioned actions that no
CUSIP No. 000000000 Page 33 of 33 Pages
party shall appeal the judgment of this Court entered on July 3, 2003, and that
all parties absolutely and irrevocably waive any right to appeal that judgment.
All parties shall bear their respective costs and attorneys' fees.
DATED: August __, 0000
Xxxxxx, Xxxxxxxxxxxxx
Respectfully submitted,
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Xxxxxx X. Xxxxxxxxx (BBO #132300) Xxxxxx X. Xxxx, Xx. (BBO #546009)
Xxxxx X. Xxxxxxx (BBO #554426) Xxx X. XxXxxxx (BBO #643799)
Xxxxxx X. Xxxxxxxx (BBO #651086) XXXXXXX XXXXXXXXX LLP
SKADDEN, ARPS, SLATE, XXXXXXX & XXXX LLP 000 Xxxxxxx Xxxxxx
Xxx Xxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000
Xxxxxx, Xxxxxxxxxxxxx 00000 (000) 000-0000
(000) 000-0000
Counsel for PL Capital, LLC, Xxxxxxx Xxxxxxx,
Counsel for Central Bancorp., Inc., Xxxx X. Xxxxxx, Xxxxxxx Xxxxxxxx,
Xxxxx X. Xxxx, Xxxxxxx X. Xxxxxx, Xxxxxxx X. Fates, Financial Edge Fund, L.P.,
Xxxx X. Xxxxxx and Xxxx X. Xxxxx Financial-Edge Strategic Fund, L.P., Goodbody/PL
Capital, L.P. and Goodbody/PL Capital, LLC
------------------------------------
---------------------------------------- Xxxxx X.X. Xxxxxxx (BBO #240440)
Xxxxxxx X. Xxxxxx (BBO #433380) LEBOEUF, LAMB, XXXXXX & XXXXXX, L.L.P.
Xxxxxx X. Xxxxxxxx (BBO #556337) 000 Xxxxxxxx Xxxxxx
Xxxxxxxx X. Xxxxxxx (BBO #567838) Xxxxxx, Xxxxxxxxxxxxx 00000
XXXX AND XXXX LLP (000) 000-0000
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000 Counsel for Xxxxxxxx X. Xxxxxxx,
(000) 000-0000 Xxxxxxx and Associates, L.L.C.,
Xxxxxxx Investment Partnership, L.P.,
Counsel for Xxxx X. Xxxxxxx, Xxxxxxx Investment Partnership II, L.P.,
Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx Federal Holdings L.L.C., Xxxxxxx Investment Partnership,
L.P., Kerrimatt, L.P., Xxxxxx Xxxxxxx and Xxxxxx
Xxxxxxxxxx
