Exhibit 10.14
February 9, 1999
Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
President and Chief Executive Officer
Wisconsin Community Bank
▇▇▇ ▇. ▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇▇▇▇,
This Letter Agreement (the "Agreement") will evidence our mutual
understanding and agreement regarding the following referenced
matters in conjunction with the purchase of various branch
offices and other assets, and the assumption of certain deposit
and other liabilities, of Bank One Wisconsin, ("SELLER" herein)
by Wisconsin Community Bank ("BUYER" herein) pursuant to a
certain Office Purchase and Assumption Agreement by and between
BUYER and SELLER of even date herewith (and, as may be amended by
the parties, the "P&A Agreement" herein). Except as otherwise
noted, capitalized terms set forth herein shall have the same
meaning as set forth in the P&A Agreement. Section references
contained herein shall refer to the corresponding sections of the
P&A Agreement.
SELLER and BUYER hereby agree as follows:
1. Section 1.4(a)(iii) of the P&A Agreement is hereby amended
to read in its entirety as follows:
(iii) A percentage applied to the aggregate "Core Deposits" (as
hereinafter defined) of the Office as of the close of business on
the Closing Date calculated as set forth in Exhibit A attached
hereto and incorporated herein by reference. The term "Core
Deposits" shall mean the aggregate balance of all Deposit
Liabilities of the Office (which aggregate balance shall include
all interest included on such Deposit Liabilities as of the close
of business on the Closing Date, whether or not such interest is
actually posted to the account on the Closing Date) but shall
exclude deposits of governmental or political subdivisions, if
any. The amount calculated as set forth herein as of the close
of business on the Closing Date is hereinafter called the
"Acquisition Consideration;" and
2. Section 3.1(u) of the P&A Agreement is hereby amended to
provide that the "knowledge" of BANK ONE shall mean the actual
knowledge of the Area Manager of BANK ONE with responsibility for
the Office.
3. Section 7.2(c) of the P&A Agreement is hereby amended to add
the following:
Anything to the contrary herein notwithstanding, BUYER shall not
be liable to reimburse BANK ONE for costs incurred by BANK ONE in
conjunction with training of Transferred Employees in accordance
with this section.
4. Section 8.3 of the P&A Agreement is hereby amended to add
the following:
BANK ONE shall indemnify and hold harmless BUYER from and against
any liability to third-party borrowers which i) is actually
incurred by BUYER and which ii) arises as a direct result of
liability to third-party borrowers as a result of acts or conduct
of BANK ONE in conjunction with the management of the Office
Loans prior to the Closing (the "Office Loan Indemnification"
herein). The Office Loan Indemnification shall be subject to the
contingencies pertaining to notice and the ability of BANK ONE to
assume the defense of such claims otherwise relating to
indemnification by BANK ONE under the P&A Agreement and set forth
in section 8.3 thereof. Further, the Office Loan Indemnification
shall apply solely to the liability of BUYER to third-party
borrowers for losses incurred as a direct result of the foregoing
referenced actions against BUYER as provided herein which: i)
relate solely to the Office Loan, ii) are commenced prior to the
first anniversary of the Closing Date, iii) exceed the sum of
$12,500 for each such claim, and iii) in an aggregate amount do
not exceed the sum of $500,000.00. The Office Loan
Indemnification obligations of BANK ONE hereunder shall not
include any liability or loss; i) arising out of actions taken by
BUYER with respect to the Office Loans, ii) for matters that
would otherwise enable BUYER to exercise its right to "put back"
the Office Loans to BANK ONE under the terms of the Agreement
irrespective of the fact that the underlying claim is made by
BUYER after expiration of the Option Exercise Date, or iii)
arising with respect to matters pertaining to credit quality.
Nothing contained herein shall be construed as expanding the
rights of BUYER with respect to the "put option" as otherwise set
forth in Schedule S to the P&A Agreement.
5. Section 8.8 is hereby amended to provide that BANK ONE shall
remove its signs located at the Office at its own expense and
shall repair any damages to the Office resulting from such
removal.
6. Section 10.8(c) is hereby amended to provide as follows:
The term "Permitted Exceptions" shall mean, with respect to the
Owned Real Estate, (i) those five standard exceptions appearing
as Schedule B items in a standard ALTA owners or leasehold title
insurance policy, and any other exceptions, restrictions,
easements, rights of way, and encumbrances referenced in the
Title Commitment delivered by BANK ONE to BUYER under section
2.1(b) of this Agreement to which BUYER does not unreasonably
object; (ii) statutory liens for current taxes or assessments not
yet due, or if due not yet delinquent, or the validity of which
is being contested in good faith by appropriate proceedings; and
(iii) such other exceptions as are approved by BUYER in writing.
7. Section 10.15 is hereby amended to add the following;
Anything to the contrary herein not withstanding, BANK ONE shall
not retain the Deposit in the event that i) BANK ONE elects to
terminate the Agreement pursuant to Section 9.2(g) of the
Agreement or ii) in the event that BUYER is denied necessary
regulatory approvals for the transactions contemplated by the
Agreement unless such denial is based upon lack of capital
adequacy, competitive concerns, or Y2-k concerns.
Except as otherwise expressly provided herein, nothing contained
in this Agreement shall be deemed to modify, amend, or otherwise
impact the duties and obligations of SELLER and BUYER under the
terms of the P&A Agreement. Except as otherwise expressly
contemplated by this Agreement, in the event of a conflict
between the terms of this Agreement and the P&A Agreement the
terms of the P&A Agreement shall govern. The terms and
conditions of this Agreement shall be subject to the
confidentiality requirements of Section 8.01 of the P&A
Agreement.
Please indicate your acknowledgment and agreement with the
foregoing by signing in the space provided below and retaining
one originally signed copy for your files while returning one
originally signed copy to the undersigned.
Thank you.
Bank One Wisconsin
By: /s/ ▇▇▇▇▇▇▇ ▇. Read
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Its: President & CEO
Acknowledged and agreed to
as of the date above written.
Wisconsin Community Bank
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Its: President & CEO