Exhibit 1
[Carnegie Bancorp letterhead]
January 15, 1997
Re: Mutual Termination of Second Amended
and Restated Agreement and Plan of Merger
Regent Bancshares Corp.
Attention: Xxxx X. Xxxxx, President
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Gentlemen:
Carnegie Bancorp ("Carnegie") and Carnegie Bank, N.A. ("CBN") on the
one hand, and Regent Bancshares Corp. ("Regent") and Regent National Bank (the
"Bank") on the other, are parties to that certain Second Amended and Restated
Agreement and Plan of Merger dated August 30, 1995 (the "Agreement"). Pursuant
to Section 7.1(a) the Agreement, the parties hereby confirm their mutual
agreement to terminate and do hereby terminate the Agreement and the
transactions contemplated thereby. Pursuant to Section 7.2 of the Agreement, the
parties acknowledge their continuing obligations under Section 5.5 of the
Agreement.
Regent, in connection with the termination of the Agreement as Section
8.1 thereof is amended hereby, has agreed to reimburse Carnegie for its merger
related expenses in an amount equal to $722,000, which reimbursement shall be in
full satisfaction of all obligations of Regent and the Bank to Carnegie and CBN
under the Agreement or arising therefrom. Regent acknowledges that it has
reviewed with Carnegie the amount of Xxxxxxxx's expenses, and it is satisfied
that the sum set forth above is a correct and accurate statement of the amount
Regent is obligated to pay to Carnegie. Payment of these expenses is being made
by Regent upon execution of this letter.
Please acknowledge your agreement with the provisions of this letter by
executing it in the space provided below.
Very tuly yours,
CARNEGIE BANCORP CARNEGIE BANK, N.A.
By: /s/ Xxxxxx X. Xxxx, Xx. By: /s/ Xxxxxx X. Xxxx, Xx.
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Xxxxxx X. Xxxx, Xx. Xxxxxx X. Xxxx, Xx.
President and President and
Chief Executive Officer Chief Executive Officer
AGREED AND ACCEPTED:
REGENT BANCSHARES CORP. REGENT NATIONAL BANK
By: /s/ Xxxxxxx Xxxxxxx By: /s/ Xxxx Xxxxx
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Xxxxxxx Xxxxxxx Xxxx Xxxxx
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