BCB LETTERHEAD
Exhibit 99.1
BCB LETTERHEAD
March 31, 2010
Xxxxxx X. Xxxxxxxxxx
Chairman of the Board
Pamrapo Bancorp, Inc.
000 Xxxxxx X
Bayonne, New Jersey 07002
Re: | Agreement and Plan of Merger by and between BCB Bancorp, Inc. and Pamrapo Bancorp, Inc. as amended |
Dear Xx. Xxxxxxxxxx:
Pursuant to discussions between BCB Bancorp, Inc. and Pamrapo Bancorp, Inc. and discussions between BCB Bancorp, Inc. and its primary federal and state regulator, BCB Bancorp, Inc.’s intends to complete the merger pursuant to an “Alternative Structure” as permitted by Section 9.2 of the above referenced merger agreement. Under the Alternative Structure, the merger will be completed as contemplated in the merger agreement except that (i) the directors as set forth in Exhibit 1.4 of the merger agreement of the Surviving Corporation and Surviving Institution shall be revised so as to consist of Xxxxxx Xxxxxxxx, Xxxxxx X. Xxxxxx, Xxxxxx Xxxxxx, Xxxxx Xxxxxxx, Xxxx X. Xxxxx, Xxxxxx Xxxx, Xxxxxx Xxxxxxx, Xxxxxxxxx Xxxxxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxxx Xxxxxx and Xxxxxxx Xxxxxx and (ii) Directors Xxxxxxxx and Xxxxxxxx waive their rights to a Consulting Agreement or Advisory board Position with the Surviving Corporation and Surviving Institution pursuant to Section 6.11(j) of the Merger Agreement.
BCB Bancorp, Inc. waives its right to consider only the above referenced changes from constituting a “Burdensome Condition” under the merger agreement.
Pursuant to Section 9.2, please provide to BCB Bancorp, Inc. Pamrapo Bancorp, Inc.’s consent to the changes noted above by signing below. By signing below Pamrapo Bancorp, Inc. waives only the above referenced changes from being deemed a “Burdensome Condition.”
By: | /s/ Xxxx X. Xxxxx | |
Xxxx X. Xxxxx | ||
Chairman of the Board |
Agreed and accepted
By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
Xxxxxx X. Xxxxxxxxxx | ||
Chairman of the Board |