AGREEMENT AS TO CLOSING DATE
December 3, 1997
Reference is made to that certain Agreement and Plan of Merger dated
August 27, 1997, (the "FIC Agreement") by and among HUBCO, Inc. ("HUBCO"), a New
Jersey corporation and registered bank holding company, FS Acquisition
Corporation ("FSA"), a New Jersey corporation and wholly-owned subsidiary of
HUBCO, and Fiduciary Investment Company of New Jersey ("FIC"), a New Jersey
corporation and registered bank holding company and that certain Agreement and
Plan of Merger dated August 27, 1997, (the "SNB Agreement") by and among Xxxxxx
United Bank ("HUB"), a New Jersey chartered commercial banking corporation and
wholly-owned subsidiary of HUBCO, and Security National Bank & Trust Company
("SNB"), a national banking association and subsidiary of FIC. Capitalized terms
used herein and not otherwise defined have the meanings assigned to them in the
SNB Agreement.
WHEREAS, each of HUBCO, FSA, FIC, HUB and SNB (each a "Party" and,
collectively, the "Parties") has determined that it is in its best interests and
the best interests of its shareholders that the Effective Time be the close of
business on February 5, 1998;
NOW THEREFORE, intending to be legally bound, the Parties hereby agree
as follows:
The SNB Parties hereby certify that the representations and warranties
set forth in the Merger Agreements are true and correct on and as of the date
hereof and that the SNB Parties have performed and complied with all of the
terms, provisions and conditions to be performed and complied with by the SNB
Parties at or before the Closing, other than the delivery of documents to be
delivered at Closing.
Each of the Parties hereby waives any and all rights it may have to
terminate either the FIC Agreement or the SNB Agreement (collectively, the
"Merger Agreements") based upon a failure of the Closing and the Effective Time
to have occurred on or prior to December 31, 1997. This waiver by HUBCO, HUB and
FSA (the "HUBCO Parties") shall be void and of no force or effect after February
5, 1998 if the Effective Time has not occurred by the close of business on such
date due to a failure by either of FIC or SNB (the "SNB Parties") to perform its
obligations under the Merger Agreements. This waiver by the SNB Parties shall be
void and of no force or effect after February 5, 1998 if the Effective Time has
not occurred by the close of business on such date due to a failure by any of
the HUBCO Parties to perform its obligations under the Merger Agreements.
In order to induce the SNB Parties to enter into this Agreement as to
the Closing Date, each of the HUBCO Parties hereby waives all rights it might
otherwise have to terminate either of the Merger Agreements based on the failure
of either of the SNB Parties to fulfill the conditions to Closing contained
therein, except that the HUBCO Parties do not waive: (a) the condition regarding
closing on or before December 31, 1997, which condition is waived in accordance
with and subject to the preceding paragraph, (b) the failure of either of the
SNB Parties to deliver the documents to be delivered by them at such Closings,
and (c) the right to terminate each of the Merger Agreements pursuant to
Sections 7.1(d) of each of the Merger Agreements, based upon a material adverse
change or a material breach which occurs prior to the date hereof.
The HUBCO Parties agree that SNB may exceed the $50,000 limit on
Merger-Related-Expenses of SNB, as set forth in Sections 5.13 and 6.2(g) of the
SNB Agreement, solely to the extent that (and in the amount that) additional
costs are incurred by SNB, due to the extension of the Closing Date to February
5, 1998. SNB shall advise the HUBCO Parties of all Merger-Related-Expenses
incurred as a result of the extension of the Closing Date.
IN WITNESS WHEREOF, HUBCO, FSA, FIC, HUB and SNB have caused this
Agreement to be executed by their duly authorized officers as of date first
written above.
ATTEST: HUBCO, INC.
XXXXXXX X. XXXXXXX
By:____________________________ By:------------------------------
Xxxxxxx X. Xxxxxxx, Chairman,
President and Chief Executive
Officer
ATTEST: FS ACQUISITION CORPORATION
XXXXXXX X. XXXXXXX
By:____________________________ By:------------------------------
Xxxxxxx X. Xxxxxxx, Chairman,
President and Chief Executive
Officer
ATTEST: FIDUCIARY INVESTMENT COMPANY
OF NEW JERSEY
XXXX XXXXXXX
By:____________________________ By:------------------------------
ATTEST: XXXXXX UNITED BANK
XXXXXXX X. XXXXXXX
By:____________________________ By:-----------------------------_
Xxxxxxx X. Xxxxxxx, Chairman,
President and Chief Executive
Officer
ATTEST: SECURITY NATIONAL BANK &
TRUST COMPANY OF NEW JERSEY
XXXX XXXXXXX
By:____________________________ By:------------------------------