Exhibit 2.4
EXTENSION AND CLOSING AGREEMENT
THIS EXTENSION AND CLOSING AGREEMENT (the "Closing Agreement") made as
of this 16th day of September 1996, by and among FWB Bank, a commercial bank
chartered under the laws of the State of Maryland, with its main office at 0000
Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx, ("BUYER"); FWB Bancorporation, a Maryland
corporation and the registered bank holding company of BUYER, with its principal
place of business at the same address as BUYER ("BANCORP"); First Commonwealth
Savings Bank FSB, a federal savings bank chartered under the laws of the United
States, with its main office at 000 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxx ("SELLER"); and First Commonwealth Financial Corp, a Virginia
corporation and registered savings and loan holding company of the SELLER, with
its principal place of business located at 00000 Xxxxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx ("FCFC").
RECITALS
WHEREAS, BANCORP, BUYER, SELLER AND FCFC entered into a Purchase and
Assumption Agreement dated as of April 10, 1996, and amended as of July 1, 1996,
(as amended, the "Agreement") pursuant to which BUYER would assume certain
deposits and other liabilities associated with the main office of SELLER (the
"Branch") and BANCORP and BUYER would acquire certain assets of SELLER, subject
to terms and conditions set forth therein;
WHEREAS, Section 11.1 (b) of the Agreement provides that the Agreement
shall terminate and be of no further force or effect as between the parties,
except as to liability for breach of any duty or obligation arising prior to the
date of termination, upon the failure to consummate the transaction on or before
September 1, 1996 (the "Closing Deadline"), unless such Closing Deadline is
extended in a writing agreed to by the parties;
WHEREAS, the Closing Deadline was extended to be September 16, 1996, by
means of the Extension Agreement Pursuant to Section 11.1 (b) of the Purchase
and Assumption Agreement by and among the parties hereto, dated as of August 19,
1996; and
WHEREAS, the parties to the Agreement desire to extend the Closing
Deadline to provide additional time for the satisfaction of closing
requirements, to establish a schedule for an orderly Closing, and to provide for
a payment to BANCORP in an amount deemed approximately equivalent to the
opportunity cost of a one week postponement of Closing.
NOW THEREFORE, in consideration of the mutual promises hereinafter
contained and other good and valuable consideration, the parties hereto do
hereby agree as follows:
1.0 The Closing Deadline is hereby extended to be September 23, 1996.
2.0 A "Pre-Closing" for review of schedules, certificates, and documents
required to be delivered at or before Closing pursuant to the Agreement
or this Closing Agreement shall be held in the Branch at 2:00 p.m. on
Thursday, September 19, 1996.
3.0 The Closing shall be held in the Branch at 8:30 a.m. on Friday,
September 20, 1996, provided the conditions therefor have been satisfied
or waived and that all of the obligations of each of the parties hereto
set forth in the Closing Agreement to be satisfied on or before Closing
have been satisfied on or before the times and dates shown herein
(including, without limitation, the items and dates set forth on Annex A
and Annex B hereto.) The Closing shall be effective at 4:00 p.m. on the
date of Closing.
4.0 At Closing, FCFC shall pay or cause to be paid to BUYER the sum of
$25,000, in addition to all sums otherwise payable to it under the
Agreement.
5.0 Real estate transfer and recording fees relating to the Real Property
will be shared equally by BANCORP and SELLER. Any such fees relating to
the Fixed assets shall be shared equally by BANCORP and SELLER.
6.0 SELLER will not void ATM access cards issued by it to account holders of
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Branch Deposits who will have ATM access cards issued by it except as
requested by BUYER. SELLER and BUYER will use their best efforts to
ensure that such ATM access cards will be capable of effecting
transactions with respect to the Branch Deposits on and immediately
following the transfer of Branch Deposits at the Closing.
7.0 ADDITIONAL SCHEDULES, INFORMATION ETC.
7.1 SELLER and BUYER shall mutually agree on a form of notice to XXX
and Xxxxx depositors, informing them of the appointment and
succession of BUYER as trustee. SELLER, or in the event of a
liquidation of SELLER, FCFC, shall indemnify and hold BUYER
harmless with respect to any loss, damage or expense, including,
without limitation, reasonable attorney's fees, suffered by
BUYER as a result of any claim that such manner of resignation,
appointment, or succession violated the terms of any XXX
agreement or federal or state law applicable to IRA's or trust
relationships. BUYER hereby consents to the transfer of SELLER's
obligation under this Section to FCFC in the event of
liquidation of SELLER, and, in such event, hereafter releases
SELLER from its obligations of this Section 7.1 upon such
liquidation. BUYER and BANCORP shall waive the requirement for
thirty-days notice set forth in Section 13.4(a) of the
Agreement.
7.2 SELLER will deliver by the close of business on Tuesday,
September 17, 1996, copies of the legal description of each
piece of real property pledged as collateral for the Branch
Loans.
7.3 SELLER will provide full access to employee records for the six
employees to whom BUYER has offered employment by the close of
business on Monday, September 16, 1996. (See (S)12.1 of the
Agreement.)
7.4 In order that BUYER may ensure that provision has been made for
it to research items and transactions following the Closing,
SELLER will use its best efforts to execute an agreement for the
benefit of BUYER, and reasonably acceptable to it, between
SELLER and the operator of its processing center (the "IPC"),
calling for the IPC to provide copies of items and other records
as are held by it following Closing with respect to the Branch
Deposits as are requested by BUYER from time to time following
the Closing, as set forth in Section 8.8 of the Agreement.
7.5 SELLER will provide to BUYER on or before the close of business
on Tuesday, September 17, 1996, with evidence of its
arrangements to remove signs pursuant to section 8.9 of the
Agreement.
7.6 SELLER and BUYER will provide to each other by the close of
business on Tuesday, September 17, 1996, with copies of their
most recent federal deposit insurance notifications for purposes
of calculation of the proration provided for in Section 2.4(a)
of the Agreement.
7.7 SELLER and BUYER will use their best efforts to establish
procedures for delivery and handling of ACH items, direct
deposits, and misdelivered items by the Close of Business on
Thursday, September 19, 1996.
7.8 SELLER will provide to BUYER a description of its plans for
fulfilling its obligations with respect to interest reporting
and account statements under Article 13 of the Agreement.
7.9 By 12:00 noon on the calendar day following Closing, SELLER
shall make its best efforts to deliver, or cause to be
delivered, to BUYER a complete list of Branch Loan and Branch
Deposit customers, with names, addresses and, if available,
product usage information) on magnetic tape.
7.10 At the Pre-Closing, SELLER and FCFC will provide a written
description of the current status of matters that were described
on Schedule 11 to the Agreement.
7.11 At Closing, SELLER will deliver, for each of the Branch Loans,
endorsed notes, assigned deed or deeds of trusts for real
property pledged as collateral for such loans, and a blanket
assignment of title policies covering such properties.
8.0 Neither BUYER nor BANCORP shall have any responsibility whatsoever to
SELLER, FCFC, or any other person with respect to safekeeping or
retention of records left at the Branch or otherwise abandoned or
delivered to BUYER or BANCORP so far as such records relate to paid off
loans, closed deposit accounts, or otherwise to deposits, other
liabilities, claims or assets other than the Branch Deposits or the
Assets, and SELLER and FCFC shall indemnify and hold BUYER and BANCORP
harmless against any loss, damage or expense, including reasonable
attorneys fees, arising from any claim to the contrary.
9.0 SELLER represents and warrants that none of the fixed assets are leased
by SELLER or FCFC and SELLER and FCFC shall indemnify and hold BUYER and
BANCORP harmless against any loss, damage or expense, including
reasonable attorneys fees, arising from any claim to the contrary.
10.0 Neither BUYER, nor BANCORP, nor SELLER, nor FCFC agree hereby to waive
any condition or requirement of closing under the agreement or any right
under the agreement except as specifically stated herein. This section
does not prevent any party from otherwise waiving any condition or
requirement of closing under the Agreement.
11.0 Except as specifically set forth in the Closing Agreement, the
obligations set forth herein are in addition to the obligations of the
parties under the Agreement.
12.0 All defined terms shall have the meanings provided in the Agreement
except as otherwise defined herein. This Closing Agreement may be
executed in one or more counterparts, each of which shall be an original
but all of which shall constitute one and the same instrument.
In WITNESS WHEREOF, the parties hereto have duly authorized and executed
this Extension Agreement as of the date first above written.
ATTEST FIRST COMMONWEALTH SAVINGS BANK FSB
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxx, Xx.
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Senior Vice President Title: President and Chief Executive
Officer
WITNESS FIRST COMMONWEALTH FINANCIAL CORP
By: /s/ Xxxx X. York, Jr.
---------------------------- -------------------------------
Title: Chairman of the Board
WITNESS FWB BANK
/s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------- -----------------------------------
Title: President and Chief Executive
Officer
WITNESS FWB BANCORPORATION
/s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: President and Chief Executive
Officer
