EXHIBIT 2(a)
STOCK PURCHASE AGREEMENT
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THIS AGREEMENT made this 31st day of October, 1998, is by and among
the Shareholders of THE MAHOPAC NATIONAL BANK, a national banking organization
with its principal place of business located at ▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇ (the "Bank"), listed on Schedule A annexed hereto (the "Shareholders") or
their legal representatives (the Shareholders and their legal representatives
hereinafter referred to as the "Sellers"), and LETCHWORTH INDEPENDENT BANCSHARES
CORPORATION, a New York corporation with its principal office located at ▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Purchaser").
WHEREAS, each of the Sellers own the number of issued and outstanding
shares of common stock of the Bank as set forth on Schedule A; and
WHEREAS, the Sellers desire to sell and the Purchaser desires to
purchase, all of such shares at the price and subject to the terms and
conditions set forth herein;
NOW, THEREFORE, in view of the promises and in consideration of the
mutual covenants and agreements set forth herein, as well as other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Sale of Shares. Subject to the terms and conditions contained
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herein, and on the basis of the representations, warranties, covenants and
agreements herein set forth, each of the Sellers agrees to sell, and the
Purchaser agrees to purchase and acquire from the Sellers, a total of 1,240
shares of common stock, par value $100.00 per share, of the Bank (the "Shares"),
representing 58.35% of the issued and outstanding shares of capital stock of the
Bank. The purchase and sale shall take place at a closing (the "Closing") to be
held on the date and at the time (the "Closing Date") and at the place
established pursuant to Section 3 of this Agreement.
2. Consideration. In consideration of the purchase of the Shares,
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the Purchaser shall pay the Sellers an aggregate purchase price (the "Purchase
Price") equal to Twelve Million Twenty-Eight Thousand and 00/100 Dollars
($12,028,000.00) in United States funds. At the Closing, the Purchaser shall
pay to each of the Sellers by the wire transfer of immediately available funds,
a portion of the Purchase Price equal to the product of (i) $9,700, and (ii) the
number of Shares owned by said Seller as set forth in Schedule "A" of this
Agreement.
3. Closing. The Closing Date shall be on the first Friday (or the
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next business day if such day is not a banking business day for banks in New
York) mutually acceptable to the parties hereto following (i) receipt of all
governmental and regulatory approvals necessary for the completion of the
transfer contemplated by this Agreement; and (ii) the expiration of all required
waiting periods, and if at all possible, on or before January 1, 1999.
Notwithstanding the foregoing, if the Closing Date is to occur during the month
of December,
1998, the Sellers shall have the option of adjourning the Closing until January,
1999. In any event, the delivery of the instruments of assignment and conveyance
to be delivered by Sellers, and the delivery of the purchase price by Purchaser
(the "Closing") shall take place on the Closing Date at 10:00 a.m. (Eastern
Standard Time) at a place or in such manner as is agreed upon by the Sellers and
the Purchaser.
4. Deliveries by the Sellers. At the Closing, each of the Sellers
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shall deliver or cause to be delivered to the Purchaser all of such Seller's
stock certificates evidencing his, her or its ownership of the Shares being
conveyed to the Purchaser pursuant to the terms and conditions of this
Agreement, together with fully executed stock powers necessary to convey the
Shares to the Purchaser free and clear of any and all liens, security interests,
or other encumbrances whatsoever.
5. Representations of the Sellers. Each of the Sellers, severally
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and not jointly, represents and warrants to the Purchaser as follows:
(a) Capitalization. The authorized capital stock of the Bank
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consists of 2,125 shares of common stock, par value $100 per share, of which
2,125 shares are validly issued and outstanding, fully paid and non-assessable.
Prior to the Closing, Seller shall not take any actions that will authorize the
Bank to change the number of authorized shares of capital stock of the Bank and
Seller will not vote in favor of the issuance of any options, warrants or any
other rights to purchase or acquire shares of common stock of the Bank. To the
best of Seller's knowledge, no options, warrants, or other rights to purchase or
acquire shares of common stock of the Bank now exist or are outstanding.
(b) Authority and Title to Shares. Each of the Sellers has the
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legal capacity and authority to enter into and carry out the transactions
contemplated by this Agreement and such action has been so authorized. Each of
the Sellers are and will be on the Closing Date the owners, free and clear of
any mortgage, pledge, lien, charge, security interest, adverse claims, demand
and encumbrance whatsoever, of the number of Shares set forth in Schedule "A" of
this Agreement, and on the transfer thereof at the Closing, the Purchaser will
become the registered owner of such Shares free and clear of any mortgage,
pledge, lien, charge, security interest, encumbrances, adverse claims or
demands.
(c) No Undisclosed Liabilities. To the best of each Seller's
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knowledge, the Bank is not subject to any liability, absolute or contingent or
anticipated, which in the aggregate is material and is not shown or is in excess
of the amount shown or reserved for in its financial statements, and to the best
of Seller's knowledge, on the Closing Date, the Bank will not be subject to any
such liability, other than liabilities incurred in the ordinary course of
business attributable to the period since the date of such statements.
(d) Material Changes. From the date hereof until the Closing,
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the Sellers shall not have taken or admit to take any action which materially
adversely affects the business of the Bank or the Shares being transferred
hereunder.
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6. Representations of the Purchaser. The Purchaser represents and
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warrants to each of the Sellers as follows:
(a) Organization. The Purchaser is a corporation duly
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incorporated and validly existing under the laws of the State of New York.
(b) Authority. Neither the execution and delivery of this
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Agreement nor the consummation of the transactions contemplated herein violates,
conflicts with or results in, or will violate, conflict with or result in a
breach by the Purchaser of, the terms, conditions or provisions, as applicable,
of the Purchaser's Certificate of Incorporation or By-laws or of any deed of
trust, debt instrument or loan agreement, or any other agreement affecting its
assets or operations generally or its undertaking, to which it is a party or by
which it is bound.
(c) Corporate Action. All necessary action on the part of the
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Purchaser has been taken by its Board of Directors to authorize and approve the
execution and delivery of this Agreement and the performance by the Purchaser of
its obligations hereunder. This Agreement has been duly executed and delivered
by, and constitutes a valid and binding obligation of, the Purchaser.
(d) Investment Intent. The Purchaser is acquiring the Shares for
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investment purposes and has no intention of reselling or distributing such
Shares.
7. Covenants of the Sellers.
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(a) In addition to any other covenants and agreements of the
Seller set forth herein, each of the Sellers hereby covenants and agrees that
he, she or it will not, for a period of five (5) years from and after the
Closing Date, directly or indirectly, whether as owner, principal, agent,
consultant, employee, partner, stockholder or any other capacity, directly or
indirectly, (i) compete with the Bank within a fifty (50) mile radius of any
branch office of the Bank, (ii) solicit or encourage any employee of the Bank to
terminate his or her employment relationship with the Bank, or (iii) solicit or
encourage any customer of the Bank to terminate its banking relationship with
the Bank. In addition, each of the Sellers hereby agrees that from and after the
date hereof he, she or it will not make any derogatory remarks regarding the
Bank, and, to the extent reasonably practicable, agrees to promote the business
and operations of the Bank. The foregoing notwithstanding, the Purchaser hereby
acknowledges and agrees that (xx) the provisions of clause (i) above shall not
be interpreted to prohibit the law firm of Ryder & ▇▇▇▇▇▇▇▇ from representing
financial institutions or from representing clients in business transactions
with other financial institutions, or to prohibit ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ from
continuing in her capacity with Country Bank, including serving on the Board of
Directors of Country Bank, and (yy) the foregoing provisions shall not be
interpreted to prohibit each of the Sellers from holding investments as a
passive investor or stockholder in other financial institutions.
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(b) Each of the Sellers hereby acknowledges and agrees that the
scope effect of the covenants contained in Section 7(a) are necessary to protect
the goodwill and other proprietary interests being acquired by the Purchaser
pursuant to the terms and conditions of this Agreement. Each of the Sellers
further acknowledge that a breach of the covenants contained in Section 7(a)
will result in irreparable and continuing damage to the Purchaser and the Bank
for which there will be no adequate remedy at law; and agrees that in the event
of any breach or threatened breach of the aforesaid covenants, the Purchaser
and/or the Bank, and their respective successors and assigns, shall be entitled
to temporary, preliminary and permanent injunctive relief (without needing to
post any bond or other security therefore) in addition to such other and further
relief as may be proper.
(c) Each of the Sellers hereby covenants and agrees that
commencing on the date hereof and continuing until the earlier to occur of (i)
the consummation of the transactions contemplated by this Agreement and (ii)
January 1, 1999, each of the Sellers shall not institute, continue or otherwise
entertain or maintain negotiations with any other party with respect to the sale
of the Shares.
8. Conditions to the Purchaser's Obligations. The obligations of the
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Purchaser hereunder are, at the option of the Purchaser, subject to the
condition that on or before the Closing Date:
(a) Sellers' Representations. The representations and
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warranties of each of the Sellers contained in this Agreement will have been
true and correct in all material respects when made and, in addition, will be
true and correct in all material respects at and as of the Closing Date.
(b) Action by the Sellers. Each of the Sellers shall have
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caused all necessary action, if any, on the part of each such Seller to have
been taken to authorize and approve the execution and delivery of this Agreement
and the performance by said Seller of his, her or its obligations hereunder.
(c) Performance. All covenants and conditions of or to be
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performed or satisfied by all of the Sellers at or before Closing shall have
been performed or satisfied in all material respects.
(d) Documents. Each of the Sellers shall have delivered to the
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Purchaser all instruments, documents and items required to be delivered to the
Purchaser at the Closing, and performed all acts necessary or reasonably
required to effectively transfer and assign all of the Shares to the Purchaser
with a good and marketable title, free and clear of all liens or encumbrances
whatsoever.
(e) Due Diligence. The Purchaser shall have the completed all
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of its due diligence regarding the Bank that Purchaser deems reasonably
necessary in light of the transactions contemplated hereby, all to the
reasonable satisfaction of the Purchaser.
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(f) Regulatory Approvals. The Purchaser and the Bank shall have
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received all applicable regulatory approvals and consents to consummate the
transactions contemplated by this Agreement and all required waiting periods
shall have expired.
(g) Opinion of the Seller's Counsel. The Purchaser shall have
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received an opinion of the Sellers counsel, dated as of the Closing Date,
regarding the authority and capacity of each Seller to execute and deliver this
Agreement and to perform his, her or its obligations hereunder.
(h) Corporate and Shareholder Approval. The receipt by the Purchaser
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of all requisite corporate and shareholder approvals necessary for the
consummation of the transactions contemplated by this Agreement.
(i) Employment Agreements. Evidence, satisfactory to the Purchaser
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in its sole discretion, that the employment relationship between the Bank and
each of its senior management employees is secure.
(j) Resignation as Officer and Directors. Each of the Sellers that
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is an officer and/or director of the Bank shall have resigned as such, effective
as of the Closing Date.
9. Conditions to the Obligations of the Sellers. The obligations of
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each of the Sellers hereunder are, at the option of each Seller, subject to the
condition that on or before the Closing Date:
(a) Purchaser's Representations. The representations and warranties
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of the Purchaser contained in this Agreement will have been true and correct in
all material respects when made and, in addition, will be true and correct in
all material respects at and as of the Closing Date.
(b) Payment of Purchase Price. The Purchaser shall have delivered
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the purchase price to each of the Sellers in accordance with Section 2 above.
10. Indemnification. Commencing on the Closing Date and continuing
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for the twelve (12) month period thereafter, each of the Sellers, severally and
not jointly, shall indemnify and hold harmless the Purchaser of and from any
loss whatsoever arising out of, under or pursuant to any loss suffered by the
Purchaser as a result of any breach of representation, warranty or covenant made
by said Seller in this Agreement and from all claims, demands, costs and
expenses in respect of the foregoing. Each of the Sellers, severally and not
jointly, agrees to pay Purchaser forthwith on demand the amount for which said
Seller is responsible by reason of the foregoing. This remedy represents the
Purchaser's sole remedy against the Sellers other than for a breach of the
covenants set forth in Section 7 above.
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11. Confidentiality. In the event that the purchase and sale of the
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Shares herein provided for is not consummated, the Purchaser agrees that it will
not, directly or indirectly, use for its own purposes any information, trade
secrets or confidential data relating to the Sellers or the Bank, discovered or
acquired by the Purchaser, its representatives or auditors, as a result of the
Sellers making available to the Purchaser, its representatives or auditors, any
information relating to the Sellers or the Bank. The Purchaser further agrees
that it will not disclose, divulge or communicate orally, in writing or
otherwise, any such information, trade secrets or confidential data so
discovered or acquired to any other person, firm or corporation.
12. Finder's Fees. The Sellers and the Purchaser represent that
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there is no obligation to pay any commission, finder's fee, or similar charge in
connection with the transactions provided for in this Agreement. The Sellers
and the Purchaser will indemnify and hold each other harmless from and against
any loss, liability, and damage, including expenses, arising out of any claim
for any such commission, fee, or charge, so far as any arises by reasons of
services alleged to have been rendered to, or at the instance of, such party.
13. Expenses. Each of the parties hereto shall be responsible for
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his, her or its own expenses (including attorney's fees) incurred in connection
with the negotiation of this Agreement and the consummation of the transactions
contemplated hereby, whether or not the transactions contemplated by this
Agreement are consummated.
14. Sellers' Representative.
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(a) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall be and hereby is constituted and
appointed as agent and attorney-in-fact (the "Sellers Representative") for and
on behalf of each of the Sellers to give and receive notices and communications,
to agree to, negotiate, enter into settlements and compromises of, and comply
with orders of courts with respect to such claims, and to take all actions
necessary or appropriate in connection with the rights and obligations of the
Sellers under this Agreement. Such agency may be changed by the holders of a
majority of the Shares owned by the Sellers from time to time upon not less than
ten (10) days' prior written notice to the Purchaser. No bond shall be required
of the Sellers Representative, and the Sellers Representative shall receive no
compensation for his services. Notices or communications to or from the Sellers
Representative shall constitute notice to or from each of the Sellers.
(b) The Sellers Representative shall not be liable for any act
done or omitted hereunder as the Sellers Representative while acting in good
faith and in the exercise of reasonable judgment, and any act done or omitted
pursuant to the advice of counsel shall be conclusive evidence of such good
faith. The Sellers shall severally indemnify the Sellers Representative and hold
him harmless against any loss, liability or expense incurred without gross
negligence or bad faith on the part of the Sellers Representative and arising
out of or in connection with the acceptance or administration of his duties
hereunder.
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(c) A decision, act, consent or instruction of the Sellers
Representative shall constitute a decision of all of the Sellers and shall be
final, binding and conclusive upon each of the Sellers, and the Purchaser may
rely upon any decision, act, consent or instruction of the Sellers
Representative as being the decision, act, consent or instruction of each and
every such Sellers. The Purchaser is hereby relieved from any liability to any
person for any acts done by it in accordance with such decision, act, consent or
instruction of the Sellers Representative.
15. Notices. All notices, requests, demands or other communications
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required or authorized or contemplated to be given under this Agreement shall be
in writing and shall be deemed to have been duly given if hand delivered or sent
by certified or registered mail, postage prepaid, and addressed as follows:
(a) If to the Sellers, to the address maintained in the
corporate books and records of the Bank,
With a copy to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
Ryder & ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
(b) If to the Purchaser:
Letchworth Independent Bancshares Corporation
▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
With a copy to:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇ Beach & ▇▇▇▇▇▇, LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
or to such other address as the respective parties hereto may from time to time
designate in writing, prior to the giving of such notice. Any such notice, if
hand delivered, shall be effective upon the date of delivery, and if given by
certified or registered mail, shall be effective upon the date of sending such
notice and such document or writing shall be deemed to be received upon said
date of sending.
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16. Amendments. Neither this Agreement, nor any term of provisions
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hereof, may be changed, waived, discharged, or terminated orally, or in any
manner other than that by an instrument in writing, signed by all of the parties
hereto.
17. Entire Agreement. This Agreement contains the entire
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understanding among the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements and
understandings, inducements or conditions, express or implied, oral or written,
except as herein contained.
18. Specific Performance. The parties hereto agree that irrevocable
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damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions hereof in any court of the United States
or any state having jurisdiction, this being in addition to any other remedy to
which they are entitled at law or in equity.
19. Binding Effect; No Assignment. This Agreement shall be binding
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upon and inure to the benefit of the respective parties, and their heirs,
successors and personal representatives, and assigns, except as otherwise
provided herein. No party may assign its rights or obligations under this
Agreement without the prior written consent of the other parties hereto.
20. Waiver. Any waiver by either party of any breach of any term or
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condition of this Agreement shall not be deemed a waiver of any other breach,
nor shall any failure to enforce any provision of this Agreement operate as a
waiver of such provisions or of any other provision, nor constitute nor be
deemed a waiver or release of any other parties for anything arising out of,
connected with or based upon this Agreement.
21. Counterparts. This Agreement may be executed in one or more
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counterparts, all of which shall be deemed to be one and the same Agreement, and
shall become a binding Agreement when one or more counterparts have been signed
by each of the parties and delivered to each of the other parties.
22. Governing Law. Except for conflict of law principles, this
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Agreement shall be construed and enforced in accordance with the laws of the
State of New York.
23. Public Announcements. No public announcement regarding this
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Agreement or the transactions contemplated hereby shall be made by either party
unless such disclosure is made (a) with the mutual consent of the Purchaser and
the Sellers Representative, or (b) by advice of counsel to the disclosing party,
as required by applicable law or judicial order, and a copy of said disclosure
is provided to the other party prior to such disclosure.
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IN WITNESS WHEREOF, the parties hereto or their respective legal
representatives have caused this Agreement to be executed and delivered as of
the date first above written.
LETCHWORTH INDEPENDENT
BANCSHARES CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ITF ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Co-Trustee
ITF ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ -
RBC WILL TRUST By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Co-Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Co-Trustee
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Co-Trustee
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇, C/O ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ PRIVATE INVESTORS
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Tenant in
Common with ▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, as Tenant in Common with
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Custodian for
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇, III THE RYDER LIVING TRUST, dated
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▇▇▇▇▇▇▇ ▇▇▇▇▇, III August 6, 1998
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, Co-Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇, Co-Trustee
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ THE ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ TRUST
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: /s/ EGAP & Company
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EGAP & Company, Trustee
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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10
[LETCHWORTH INDEPENDENT BANCSHARES LETTERHEAD]
April 29, 1999
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Re: The Mahopac National Bank
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Dear ▇▇. ▇▇▇▇▇▇▇▇:
Reference is made to that certain Stock Purchase Agreement, dated as
of October 31, 1998, by and among certain shareholders (the "Sellers") of The
Mahopac National Bank (the "Bank") and Letchworth Independent Bancshares
Corporation (the "Purchaser"), pursuant to which, the Purchaser agreed to
purchase 1,240 shares of common stock, par value $100 per share, of the Bank
from the Sellers. All capitalized terms in this letter shall have the meaning
ascribed to them in the Stock Purchase Agreement. The transactions contemplated
by the Stock Purchase Agreement were conditioned upon the Purchaser and the Bank
having received all applicable regulatory approval and consents. The parties
anticipated consummating the transaction on or before June 1, 1999.
The Purchaser has been informed by the New York Banking Department
that it will be unable to act upon the Purchaser's application prior to June 1,
1999. Accordingly, the Purchaser and the Sellers hereby agree to extend the
time in which to consummate the transactions contemplated by the Stock Purchase
Agreement until the close of business on June 4, 1999. As consideration
therefore, the Purchaser hereby agrees that the Bank should declare a dividend
(otherwise payable to the Purchaser if the transaction contemplated by the Stock
Purchase Agreement were consummated prior to June 1, 1999) in an amount equal to
$57.00 per share to the shareholders of record of the Bank on June 1, 1999,
payable on June 4, 1999.
All other terms and conditions of the Stock Purchase Agreement shall
remain in full force and effect.
Please evidence the approval of the Sellers by executing this letter
in your capacity as the Sellers Representative in the space provided below.
Upon receipt, we will offer the same opportunity to the other shareholders of
the Bank.
Sincerely,
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President and Chief Executive Officer
AGREED AND ACCEPTED:
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.,
Sellers Representative
Dated: April _____, 1999
The undersigned hereby agree to authorize the Board of Directors of
The Mahopac National Bank to declare a dividend in an amount equal to $57.00 per
share to all shareholders of record of The Mahopac National Bank as of June 1,
1999, such dividend to be payable on June 4, 1999.
/s/ ▇. ▇▇▇▇▇▇▇ Spain
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▇. ▇▇▇▇▇▇▇ Spain
/s/ ▇▇▇▇▇▇▇ ▇. Spain
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▇▇▇▇▇▇▇ ▇. Spain
/s/ ▇▇▇▇▇▇▇ ▇. Spain, Jr.
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▇▇▇▇▇▇▇ ▇. Spain, Jr.