THIS SUPPLEMENTAL PURCHASE AGREEMENT by and among CITY HOLDING COMPANY,
CITY NATIONAL BANK and FIRST ALLEGIANCE FINANCIAL CORPORATION recites and
provides as follows:
1. The parties have entered into the Asset Purchase Agreement;
B. The parties have agreed to the payment of additional consideration
to management on a going forward basis for services rendered after
the Closing Date as part of the Purchase Price;
3. The parties wish to provide for the payment of additional purchase
consideration to management in this Earn-Out Agreement by City
National Bank.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. On or before January 1, 1998, $7,250,000 cash to First Allegiance
Financial Corporation, provided that by December 31, 1997, Seller
has funded 80% of the retail loan dollar volume referred to in the
Seller's 1997 Pro Forma Budget annexed hereto calculated on loan
production funded from the Closing through to December 31, 1997; and
2. On or before January 1, 1999, $7,250,000 cash to First Allegiance
Financial Corporation, provided that by December 31, 1998, Seller
has funded 80% of the retail loan dollar volume referred to in
Seller's 1998 Pro Forma Budget annexed hereto; and
3. The payments referred to in sections 1 and 2 shall be modified as
follows: In the event loan dollar volume set forth in either pro
forma budget is not met, payments shall be reduced by the proportion
by which Seller fails to fund loan volume for 1997 and 1998, on a
separate basis. Example: In the event Seller funds 65% of the pro
forma budget loan dollar volume set from October 1, 1997 through
December 31, 1997, then First Allegiance Financial Corporation shall
receive 81.25% of the $7,250,000 and as a further example, in the
event Seller funds 50% of the pro forma budget loan dollar volume
set for October 1, 1997 (or actual date of Closing) through December
31, 1997, the payment will be 62.5% of $7,250,000. In the event
Seller fails to fund at least 33% of the pro-forma budget for either
1997 or 1998, payment for the respective year shall not be made.
4. Defined terms used herein have the meaning given them in the
Agreement.
5. Any dispute regarding the terms of this Agreement or any aspect
thereof will be resolved in accordance with the then existing rules
of the American Arbitration Association in Charleston, West
Virginia, as the exclusive remedy for such dispute and instead of
any court or administrative action, which is expressly waived. The
parties acknowledge that they have knowingly and voluntarily agreed
to this arbitration provision and fully understand that it is
comprehensive and covers any and all disputes between the parties
including, but not limited to, any claims based on alleged
violations of this Agreement, any covenant of good faith and fair
dealing, express or implied, any violation of the California Fair
Employment and Housing Act or similar state statute prohibiting
discrimination and harassment in the workplace, any alleged
violation of public policy, intentional infliction of emotional
distress, negligent infliction of emotional distress, defamation,
fraud and negligent misrepresentation, negligence, intentional
interference with prospective economic advantage, any claim for
wages, commissions, bonuses, separation or severance benefits, any
claims based on Title VII of the Civil Rights Act of 1964, the Equal
Pay Act, the Age Discrimination in Employment Act, the Americans
with Disabilities Act, the Employee Retirement Income Security Act
of 1974, the federal Family and Medical Leave Act, California=s
Family Rights Act or similar state statute, or any other statute,
rule or regulation applicable. The venue of such arbitration or
other disputes will be Charleston, West Virginia.
6. First Allegiance Financial Corporation has the option of deferring
payment and receipt of all or part of the payments due herein, if
any, for a time period not to exceed four months.
IN WITNESS WHEREOF, the parties have caused this Supplemental
Purchase Agreement to be duly executed as of the day and year first
above written.
CITY HOLDING COMPANY
By:_____________________________
Name:
Title:
CITY NATIONAL BANK
By:_____________________________
Name:
Title:
FIRST ALLEGIANCE FINANCIAL CORPORATION
By:_____________________________
Name:
Title:
Shareholder of FIRST ALLEGIANCE
FINANCIAL CORPORATION
--------------------------------
Robert L. Labbe