FIRST BANCORP. By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, President EMPLOYEE: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
FIRST BANCORP. By: -------------------------------------- Name: Annix Xxxxx xx Cxxxxxxxx Title: Senior Executive Vice President and Chief Financial Officer Confirmed as of the date first above mentioned: UBS PAINEWEBBER INCORPORATED OF PUERTO RICO By: ------------------------------------ Name: Carlxx X. Xxxxxx Xxxle: Executive Vice President By: ------------------------------------ Name: Jose X. Xxxxx Xxxle: First Vice President Acting on its behalf and as lead underwriter of the several Underwriters named in Schedule 1 hereof. SCHEDULE 1 UNDERWRITERS
FIRST BANCORP. By: /s/ Jamex X. Xxxxxx ---------------------------- Name: Jamex X. Xxxxxx Title: President and CEO GRANTEE: FIRST SAVINGS BANCORP, INC. By: /s/ John X. Xxxxx ---------------------------- Name: John X. Xxxxx Title: President
FIRST BANCORP. By: /s/ Xxxxxxxx Xxxxx Title: Xxxxxxxx Xxxxx General Counsel, EVP INVESTOR: XXXXXX X. XXX (ALTERNATIVE) FUND VI, L.P. By: THL Advisors (Alternative) VI, L.P., its general partner By: Xxxxxx X. Xxx Advisors (Alternative) VI, Ltd., its general partner By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Director
FIRST BANCORP. By: /s/ Xxxxxxxx Xxxxx Title: General Counsel, EVP INVESTOR: OAKTREE PRINCIPAL FUND V (DELAWARE), L.P. By: Oaktree Fund GP, LLC, its general partner By: Oaktree Fund GP I, L.P., its managing member By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: VP Name Form of entity Jurisdiction of formation Taxpayer Identification No. Name in which securities should be registered Total Purchase Price $ Shares already owned by Investor or affiliates 0 OAKTREE FF INVESTMENT FUND AIF (DELAWARE), L.P. By: Oaktree Fund AIF Series, L.P. — Series I, its general partner By: Oaktree Fund GP AIF, LLC, its general partner By: Oaktree Fund GP III, L.P., its managing member By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: VP Name Form of entity Jurisdiction of formation Taxpayer Identification No. Name in which securities should be registered Total Purchase Price $ Shares already owned by Investor or affiliates 0 Exhibit A Illustrative Pro Forma Capitalization of the Company “If issuance price of new common shares is less than 90% of Market Price on Trading Day Immediately preceding the pricing of the equity offering, then the following factor must be multiplied against the Series G Conversion Price as agreed to in the exchange agreement which increases the shares to Treasury”
FIRST BANCORP. By: /s/ Xxxxxxxx Xxxxx Title: Xxxxxxxx Xxxxx General Counsel, EVP INVESTOR: XXXXXX X. XXX (ALTERNATIVE FUND VI, L.P. By: THL Advisors (Alternative) VI, L.P., its general partner By: Xxxxxx X. Xxx Advisors (Alternative) VI, Ltd., its general partner By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Director Name Xxxxxx X. Xxx (Alternative) Fund VI, L.P. Form of entity Exempted limited partnership Jurisdiction of formation Cayman Islands Taxpayer Identification No. 00-0000000 Number of shares being acquired Name in which securities should be registered Total Purchase Price $ Shares already owned by Investor or affiliates 0 Exhibit A Illustrative Pro Forma Capitalization of the Company (see attached)
FIRST BANCORP. By: /s/ Xxxxxxxx Xxxxx Title: General Counsel, EVP INVESTORS Ithan Creek Master Investment Partnership (Cayman) II, L.P. By: Wellington Management Company, LLP. As investment adviser By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President & Counsel Number of Shares: 488,900 Bay Pond Partners, L.P. By: Wellington Management Company, LLP. As investment adviser By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President & Counsel Number of Shares: 9,012,600 Bay Pond Investors (Bermuda), L.P. By: Wellington Management Company, LLP. As investment adviser By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President & Counsel Number of Shares: 4,721,600 Ithan Creek Master Investors (Cayman) L.P. By: Wellington Management Company, LLP. As investment adviser By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President & Counsel Number of Shares: 3,299,200 Wolf Creek Partners, L.P. By: Wellington Management Company, LLP. As investment adviser By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President & Counsel Number of Shares: 1,413,300 Wolf Creek Investors (Bermuda) L.P. By: Wellington Management Company, LLP. As investment adviser By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President & Counsel Number of Shares: 1,284,700 EXECUTION COPY EXHIBIT A PRO FORMA CAPITALIZATION “If issuance price of new common shares is less than 90% of Market Price on Trading Day Immediately preceding the pricing of the equity offering, then the following factor must be multiplied against the Series G Conversion Price as agreed to in the exchange agreement which increases the shares to Treasury”
FIRST BANCORP. By: /s/ Xxxxx X. Xxxxxx --------------------- Xxxxx X. Xxxxxx Its: Pres. CEO FIRST UNION NATIONAL BANK By: /s/ Xxxxx X. Xxxxxxx -------------------- Xxxxx X. Xxxxxxx Its: Sr. Vice President EXHIBIT B FORM OF CLOSING STATEMENT Amount of Liabilities Settlement Amount --------------------- ----------------- Principal Amount of Deposits _______________ Accrued Interest _______________ (Less) Value of Assets and Amount of Premium Owned Real Property (_______________) Fixed Assets (_______________) Cash on Hand (_______________) Cash Reserve Loans (_______________) Loans (_______________) Overdrafts (_______________) Amount of Premium (_______________) (Less) Plus Taxes (_______________) (Less) Plus Prorated Tax and Expense Items (_______________) ======================================= Payment Amount _______________ EXHIBIT C FORM OF ADJUSTED CLOSING STATEMENT Settlement Adjusted Amount of Liabilities Amount Amount Principal Amount of Deposits ------------ ------------ Accrued Interest ------------ ------------ (Less) Value of Assets and Amount of Premium Owned Real Property (_________) (________) Fixed Assets (__________) (________) Cash on Hand (__________) (________) Cash Reserve Loans (__________) (________) Loans ( ) ( ) Overdrafts (__________) (________) Amount of Premium (__________) (________) (Less) Plus Taxes (__________) (________) (Less) Plus Prorated Tax and Expense Items (__________) (________) Adjustment Payment Settlement Payment Amount ---------------- ---------------- Increase (Decrease) from Settlement Payment Amount ---------------- ---------------- Payment of Training Expenses ---------------- ---------------- Total Increase (Decrease) and Reimbursement ---------------- ----------------- Interest ---------------- ---------------- Amount Due from Seller (Buyer) ---------------- ----------------
FIRST BANCORP. By: /s/ James H. Garner ------------------------ MEISKY: /s/ Patrick A. Meisky ------------------------ Patrick A. Meisky NOTICE OF EXERCISE I hereby exercise the ____________ (Number) of the Stock Appreciation Rights granted to me on _________________. The date of this exercise is _____________________. I agree to provide Bancorp with such other documents and representations as it deems appropriate. ---------------------------
