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EXHIBIT B
AGREEMENT
THIS AGREEMENT is made and entered into by and between Xxxxx X.
Xxxxxxx, First Southern Bancorp, Inc., First Southern Funding, LLC, First
Southern Capital Corp., LLC and First Southern Investments, LLC, Xxxx Xxxxxxx,
WCorrell, Limited Partnership, Cumberland Lake Shell, Inc. and Dyscim Holding
Co., Inc. (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.
WHEREAS, each member of the Group desires to file a single Schedule 13D
indicating the beneficial ownership of each member; 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 Capital Corp., LLC, First Southern Investments,
LCC, Xxxx Xxxxxxx, WCorrell, Limited Partnership, Cumberland Lake Shell, Inc.
and Dyscim Holding Co., Inc. agree that a single Schedule 13D and any amendments
thereto relating to the shares of Common Stock of First Commonwealth Corporation
shall be filed on behalf of each of them.
2. Xxxxx X. Xxxxxxx, First Southern Bancorp, Inc., First Southern
Funding, LLC, First Southern Capital Corp., LLC, First Southern Investments,
LCC, Xxxx Xxxxxxx, WCorrell, Limited Partnership, Cumberland Lake Shell, Inc.
and Dyscim Holding Co., Inc. 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.
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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 Southern Bancorp, Inc., First
Southern Funding, LLC, First Southern Capital Corp., LLC, First Southern
Investments, LCC, WCorrell, Limited Partnership, Cumberland Lake Shell, Inc. and
Dyscim Holding Co., Inc. 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 Capital Corp., LLC, First Southern Investments,
LCC, Xxxx Xxxxxxx, WCorrell, Limited Partnership, Cumberland Lake Shell, Inc.
and Dyscim Holding Co., Inc. 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 the Agreement, dated March 22, 1999, among
the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 7th day of January, 2000.
FIRST SOUTHERN BANCORP, INC.
By: /S/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx, President
FIRST SOUTHERN FUNDING, LLC
By: /S/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx, Manager
FIRST SOUTHERN CAPITAL CORP., LLC
By: /S/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx, Manager
FIRST SOUTHERN INVESTMENTS, LLC
By: /S/ XXXXXXX XXXXXXXXX
Xxxxxxx Xxxxxxxxx, President
/S/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx, individually
/S/ XXXX XXXXXXX
Xxxx Xxxxxxx, individually
WCORRELL, LIMITED PARTNERSHIP
By /S/ XXXXX X. XXXXXXX
General Partner
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CUMBERLAND LAKE SHELL, INC.
By /S/ XXXX X. XXXXXX
Title PRESIDENT
DYSCIM HOLDING CO., INC.
By /S/ XXXXX X. XXXXXXX
Title XXXXX X. XXXXXXX, PRESIDENT
