Exhibit 2.2
AMENDMENT NO. 1 TO
PURCHASE AND ASSUMPTION AGREEMENT
THIS AMENDMENT NO. 1 (the "Amendment") made as of this 1st day of July
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, 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, The Agreement set forth certain agreements and conditions of the
obligations of the parties that contemplated an investment by the FCFC Group in
the nonvoting Preferred Stock of the BUYER in order to provide capital in
support of the assets to be acquired by BUYER pursuant to the Agreement, and the
execution of a related Warrant and Voting Agreement;
WHEREAS, Consummation of the Agreement is subject to receipt of approvals
of State and Federal regulatory agencies.
WHEREAS, the parties desire to amend the Agreement to (i) eliminate the
provisions thereof that provide for any investment by FCFC or the FCFC Group in
Bancorp or the Bank; (ii) incorporate as a condition of the obligations of
Bancorp and BUYER to consummate the transactions contemplated by the Agreement,
as amended, that Bancorp shall have obtained one or more extensions of credit
(or binding commitments therefor) meeting certain criteria; and (iii) provide
for the payment by SELLER or FCFC of an Expense Payment in consideration of
additional expenses to be incurred by Bancorp and BUYER.
NOW THEREFORE, in consideration of the mutual promises hereinafter
contained and other good and valuable consideration, the parties hereto do
hereby agree as follows:
I. Section 1.1 of the Agreement is hereby amended by deleting the definitions
of "Preferred Stock", "Preferred Stock Purchase Agreement", and Warrant
Agreement therefrom, and by adding the following definition:
"Expense Payment" shall have the meaning set forth in Section 2.3 (f).
II. The title of Exhibit A- Preferred Stock Purchase Agreement to the Agreement
is amended to read "Exhibit A- Reserved". The text of Exhibit A shall be
deleted.
III. The title of Exhibit B- Warrant and Voting Agreement to the Agreement is
amended to read "Exhibit B-Reserved". The text of Exhibit B shall be deleted.
IV. The title of Section 2.3 of the Agreement is amended to read "Assumption of
Liabilities; Expense Payment. Section 2.3 is amended by the addition of the
following paragraph (f):
(f) Expense Payment. At Closing, SELLER shall pay or cause to be paid
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to BUYER the sum of $300,000 (the "Expense Payment"). This payment
shall be
made notwithstanding any other provision of this Agreement relating to
the payment of expenses.
V. Paragraph (a) of Section 4.2 is amended by substituting the following
therefor:
(a) Amount of Payment. SELLER will pay to BUYER on the Closing Date an
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amount equal to the Branch Deposits as shown on Schedule 1 to the
Agreement as of the close of business five (5) Business Days prior to
the Closing Date, plus the Expense Payment, minus the sum of (i) the
Deposit Premium; (ii) all Cash; (iii) the Purchase Value of the Branch
Loans as shown on Schedule 3 of the Agreement as of the close of
business five (5) Business Days Prior to the Closing Date; plus or
minus, as appropriate, the net amount due to BUYER or to SELLER,
respectively, on account of the prorations required by Section 2.4
hereof. BANCORP will pay to SELLER on the Closing Date the sum of One
Million, Five-Hundred Thousand Dollars ($1,500,000.00), plus or minus
the amount due to SELLER or BANCORP, respectively, on account of the
prorations required by Section 2.4 hereof.
VI. Section 4.5 of the Agreement is amended by substituting the following
therefor:
4.5 Investment by the Investors. At the Closing, the Investors
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shall invest (or shall have invested) in an aggregate of at least $2.0
million of additional Common Stock as provided in the Stock Purchase
Agreements. Neither FCFC nor the FCFC Group shall, directly or
indirectly, make any investment in stock or other securities of BUYER
or Bancorp in connection with the Closing or otherwise in connection
with the transactions contemplated by this Agreement.
VII. Section 10.1 of the Agreement is amended by deleting subparagraph (9) from
paragraph (d) thereof and by substituting the following for subparagraph (8) of
paragraph (d) thereof:
(9) Such other documents or instruments as SELLER or FCFC may
reasonably request, including, but not limited to, an executed
Assignment and Assumption Agreement in the form of Exhibit F, relating
to BUYER's assumption of the Branch Deposits, and an executed
Assignment, transfer and Appointment of Successor Trustee for XXX and
Xxxxx accounts, in the form of Exhibit G.
Section 10.1 of the Agreement is further amended by deleting paragraph (f)
thereof.
VIII. Section 10.2 (h) of the Agreement is amended by substituting the following
therefor:
(h) Extension of Credit. Bancorp shall have obtained one or more
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extensions of credit, or binding commitments therefor which may be
drawn upon at the Closing, in the total amount of at least $4.0
million, in connection with the transaction from persons other than
SELLER, FCFC, or any person affiliated with SELLER or FCFC, at an
annual interest rate not to exceed 9.25% and on otherwise commercially
reasonable terms satisfactory to Bancorp, for the purpose of providing
funds for (i) the injection of capital in the form of common equity
into BUYER and (ii) the purchase of the Real Estate and the Fixed
Assets.
IX. Headings are provided in this Amendment for convenience of reference only.
The Agreement may be
restated in order to reflect the amendments set forth herein for ease of
reference. The Agreement is amended only to the extent specifically provided
herein. All defined terms shall have the meanings provided in the Agreement
except as otherwise defined herein. This Amendment 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 Amendment as of the date first above written.
ATTEST FIRST COMMONWEALTH SAVINGS BANK FSB
/s/ Xxxxx X. Xxx By: /s/ Xxxxxx X. Xxxx, Xx.
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Assistant Secretary Title: President and Chief Executive Officer
WITNESS FIRST COMMONWEALTH FINANCIAL CORP
/s/ Xxxxxxxxx X. York By: /s/ Xxxx X. York, Jr.
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Title: Chairman of the Board
WITNESS FWB BANK
/s/ XxXxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: President and Chief Executive Officer
WITNESS FWB BANCORPORATION
/s/ XxXxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: President and Chief Executive Officer
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