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Exhibit B
AGREEMENT
THIS AGREEMENT is made and entered into by and among Xxxxx X. Xxxxxxx,
an individual, First Southern Bancorp, Inc., a Kentucky corporation, First
Southern Funding, LLC, a Kentucky limited liability company, First Southern
Holdings, LLC, a Kentucky limited liability company, First Southern Capital
Corp., LLC, a Kentucky limited liability company, First Southern Investments,
LLC, a Kentucky limited liability company, Xxxx X. Xxxxxxx, an individual,
WCorrell, Limited Partnership, a Georgia limited partnership, Cumberland Lake
Shell, Inc., a Kentucky corporation, and Dyscim, LLC, a Kentucky limited
liability company (collectively, the "Group").
W I T N E S S E T H :
WHEREAS, each member of the Group may be deemed to beneficially own
shares of the Common Stock of First Commonwealth Corporation, a Virginia
corporation ("FCC");
WHEREAS, each member of the Group desires to file a single Schedule 13D
under the Securities and Exchange Act of 1934, as amended (the "Act"),
indicating the beneficial ownership of each member of the Group with respect to
the Common Stock of FCC; and
WHEREAS, the rules of Securities and Exchange Commission require that,
when a Schedule 13D is filed on behalf of more than one person, the Schedule 13D
shall include as an exhibit to the Schedule 13D an agreement in writing of such
persons that the Schedule 13D is filed on behalf of each of them.
NOW, THEREFORE, in consideration of the premises and the mutual
promises of the parties thereto, the parties hereto covenant and agree as
follows:
1. Xxxxx X. Xxxxxxx, First Southern Bancorp, Inc., First Southern
Funding, LLC, First Southern Holdings, LLC, First Southern Capital Corp., LLC,
First Southern Investments, LLC, Xxxx X. Xxxxxxx, WCorrell, Limited Partnership,
Cumberland Lake Shell, Inc. and Dyscim, LLC agree that a single Schedule 13D and
any amendments thereto relating to the shares of Common Stock of FCC shall be
filed on behalf of each of them.
2. Xxxxx X. Xxxxxxx, First Southern Bancorp, Inc., First Southern
Funding, LLC, First Southern Holdings, LLC, First Southern Capital Corp., LLC,
First Southern Investments, LLC, Xxxx X. Xxxxxxx, WCorrell, Limited Partnership,
Cumberland Lake Shell, Inc. and Dyscim, LLC each acknowledge and agree that
pursuant to Rule 13d-1 (f)(1) under the Act each of them is individually
responsible for the timely filing of such Schedule 13D and any amendments
thereto and for the completeness and accuracy of the information contained
therein.
3. This Agreement shall not be assignable by any party hereto.
4. This Agreement shall be terminated only upon the first to
occur of the following: (a) the death of any of the individual parties hereto,
(b) the dissolution, termination or settlement of First
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Southern Bancorp, Inc., First Southern Funding, LLC, First Southern Holdings,
LLC, First Southern Capital Corp., LLC, First Southern Investments, LLC,
WCorrell, Limited Partnership, Cumberland Lake Shell, Inc. and Dyscim, LLC or
(c) a written notice of termination given by any party hereto to all of the
other parties hereto.
5. This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original copy hereof, but all of which together
shall constitute a single instrument.
6. Xxxxx X. Xxxxxxx, First Southern Bancorp, Inc., First Southern
Funding, LLC, First Southern Holdings, LLC, First Southern Capital Corp., LLC,
First Southern Investments, LLC, Xxxx X. Xxxxxxx, WCorrell, Limited Partnership,
Cumberland Lake Shell, Inc. and Dyscim, LLC each acknowledge and agree that
Xxxxx X. Xxxxxxx shall be authorized as attorney-in-fact to sign, on behalf of
each party to this Agreement, any Schedule 13D or amendments thereto that are
required to be filed on behalf of the parties thereto.
7. This Agreement supercedes in its entirety the Agreement, dated
January 7, 2000, among certain of the parties hereto, relating to the subject
matter hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 4th day of September, 2001.
FIRST SOUTHERN BANCORP, INC.
By /s/ XXXXX X. XXXXXXX
Title PRESIDENT
FIRST SOUTHERN HOLDINGS, LLC
By /s/ XXXXXXX X. XXXXXXXXX
Title PRESIDENT, SECRETARY/TREASURER
FIRST SOUTHERN FUNDING, LLC
By /s/ XXXXX X. XXXXXXX
Title PRESIDENT
FIRST SOUTHERN CAPITAL CORP., LLC
By /s/ XXXXX X. XXXXXXX
Title MANAGER
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FIRST SOUTHERN INVESTMENTS, LLC
By /s/ XXXXXXX X. XXXXXXXXX
Title PRESIDENT
/s/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx, individually
/s/ XXXX X. XXXXXXX
Xxxx X. Xxxxxxx, individually
WCORRELL, LIMITED PARTNERSHIP
By /s/ XXXXX X. XXXXXXX
Title MANAGING GENERAL PARTNER
CUMBERLAND LAKE SHELL, INC.
By /s/ XXXX X. XXXXXX
Title PRESIDENT
DYSCIM, LLC
By /s/ XXXXX X. XXXXXXX
Title MANAGER
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