exv10w1






Exhibit 10.1




Execution Version




PURCHASE AND ASSUMPTION AGREEMENT




dated as of



March 30, 2010



by and among



Investors Savings Bank



And



Millennium BCPBank, National Association



And



Solely with respect to Section 7.6 and Article 11,



BCP Holdings (USA), Inc.



And



Banco Comercial Português, S.A.








 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE 1 CERTAIN DEFINITIONS	 	 	1	 
	1.1
	 	Certain Definitions	 	 	1	 
	1.2
	 	Accounting Terms	 	 	9	 
	1.3
	 	Interpretation	 	 	9	 
	 
	 	 	 	 	 	 
	ARTICLE 2 THE P&A TRANSACTION	 	 	10	 
	2.1
	 	Purchase and Sale of Assets	 	 	10	 
	2.2
	 	Assumption of Liabilities	 	 	10	 
	2.3
	 	Purchase Price	 	 	11	 
	2.4
	 	Assumption of IRA Account Deposits	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE 3 CLOSING PROCEDURES; ADJUSTMENTS	 	 	12	 
	3.1
	 	Closing	 	 	12	 
	3.2
	 	Payment at Closing	 	 	12	 
	3.3
	 	Adjustment of Purchase Price	 	 	12	 
	3.4
	 	Proration; Other Closing Date Adjustments	 	 	13	 
	3.5
	 	Seller Deliveries	 	 	13	 
	3.6
	 	Purchaser Deliveries	 	 	14	 
	3.7
	 	Allocation of Purchase Price	 	 	15	 
	 
	 	 	 	 	 	 
	ARTICLE 4 TRANSITIONAL MATTERS	 	 	15	 
	4.1
	 	Transitional Arrangements	 	 	15	 
	4.2
	 	Customers	 	 	16	 
	4.3
	 	Direct Deposits	 	 	18	 
	4.4
	 	Direct Debits	 	 	18	 
	4.5
	 	Escheat Deposits	 	 	18	 
	4.6
	 	Access to Records	 	 	18	 
	4.7
	 	Interest Reporting and Withholding	 	 	19	 
	4.8
	 	Negotiable Instruments	 	 	19	 
	4.9
	 	ATM/Debit Cards; POS Cards	 	 	19	 
	4.10
	 	Data Processing Conversion for the Branches and Handling of Certain Items	 	 	20	 
	4.11
	 	Employee Training	 	 	21	 






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TABLE OF CONTENTS

(continued)







	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	4.12
	 	Post-Closing Obligations	 	 	21	 
	4.13
	 	Non-Disclosure and Confidentiality Agreements	 	 	22	 
	 
	 	 	 	 	 	 
	ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF SELLER	 	 	22	 
	5.1
	 	Corporate Organization and Authority	 	 	22	 
	5.2
	 	No Conflicts	 	 	22	 
	5.3
	 	Approvals and Consents	 	 	22	 
	5.4
	 	Leases	 	 	23	 
	5.5
	 	Undisclosed Liabilities	 	 	23	 
	5.6
	 	Regulatory Matters	 	 	23	 
	5.7
	 	Compliance with Laws	 	 	23	 
	5.8
	 	Records	 	 	23	 
	5.9
	 	Title to Assets	 	 	24	 
	5.10
	 	Deposits	 	 	24	 
	5.11
	 	Environmental Laws; Hazardous Substances	 	 	24	 
	5.12
	 	Purchased Loans	 	 	24	 
	5.13
	 	Brokers’ Fees	 	 	25	 
	5.14
	 	Employees	 	 	25	 
	5.15
	 	Parent Approval	 	 	25	 
	5.16
	 	Limitations on Representations and Warranties	 	 	25	 
	 
	 	 	 	 	 	 
	ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF PURCHASER	 	 	25	 
	6.1
	 	Corporate Organization and Authority	 	 	25	 
	6.2
	 	No Conflicts	 	 	26	 
	6.3
	 	Approvals and Consents	 	 	26	 
	6.4
	 	Regulatory Matters	 	 	26	 
	6.5
	 	Litigation and Undisclosed Liabilities	 	 	27	 
	6.6
	 	Financing to be Available	 	 	27	 
	6.7
	 	Brokers’ Fees	 	 	27	 
	6.8
	 	Limitations on Representations and Warranties	 	 	27	 
	 
	 	 	 	 	 	 
	ARTICLE 7 COVENANTS OF THE PARTIES	 	 	27	 
	7.1
	 	Activity in the Ordinary Course	 	 	27	 






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TABLE OF CONTENTS

(continued)






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	7.2
	 	Access and Confidentiality	 	 	29	 
	7.3
	 	Regulatory Approvals	 	 	30	 
	7.4
	 	Consents	 	 	30	 
	7.5
	 	Efforts to Consummate; Further Assurances	 	 	31	 
	7.6
	 	Solicitation of Accounts	 	 	31	 
	7.7
	 	Insurance	 	 	32	 
	7.8
	 	Change of Name, Etc	 	 	32	 
	 
	 	 	 	 	 	 
	ARTICLE 8 TAXES AND EMPLOYEES	 	 	33	 
	8.1
	 	Tax Representations	 	 	33	 
	8.2
	 	Proration of Taxes	 	 	33	 
	8.3
	 	Sales and Transfer Taxes	 	 	33	 
	8.4
	 	Information Returns	 	 	33	 
	8.5
	 	Payment of Amount Due under Article 8	 	 	33	 
	8.6
	 	Assistance and Cooperation	 	 	34	 
	8.7
	 	Transferred Employees	 	 	34	 
	 
	 	 	 	 	 	 
	ARTICLE 9 CONDITIONS TO CLOSING	 	 	36	 
	9.1
	 	Conditions to Obligations of Purchaser	 	 	36	 
	9.2
	 	Conditions to Obligations of Seller	 	 	36	 
	 
	 	 	 	 	 	 
	ARTICLE 10 TERMINATION	 	 	37	 
	10.1
	 	Termination	 	 	37	 
	10.2
	 	Effect of Termination	 	 	38	 
	 
	 	 	 	 	 	 
	ARTICLE 11 INDEMNIFICATION	 	 	38	 
	11.1
	 	Indemnification	 	 	38	 
	11.2
	 	Exclusivity	 	 	40	 
	11.3
	 	AS-IS Sale; Waiver of Warranties	 	 	40	 
	11.4
	 	Survival	 	 	41	 
	 
	 	 	 	 	 	 
	ARTICLE 12 MISCELLANEOUS	 	 	41	 
	12.1
	 	Assignment	 	 	41	 
	12.2
	 	Binding Effect	 	 	41	 
	12.3
	 	Public Notice	 	 	41	 






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TABLE OF CONTENTS

(continued)






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	12.4
	 	Notices	 	 	41	 
	12.5
	 	Expenses	 	 	42	 
	12.6
	 	Governing Law	 	 	42	 
	12.7
	 	Waiver of Jury Trial	 	 	43	 
	12.8
	 	Entire Agreement; Amendment	 	 	43	 
	12.9
	 	Third Party Beneficiaries	 	 	43	 
	12.10
	 	Counterparts	 	 	43	 
	12.11
	 	Headings	 	 	43	 
	12.12
	 	Severability	 	 	43	 
	12.13
	 	Specific Performance	 	 	43	 







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List of Schedules




	 	 	 
	Schedule 1.1(a)

	 	Assumed Contracts
	Schedule 1.1(b)

	 	Branch Employees
	Schedule 1.1(c)

	 	Branches
	Schedule 1.1(d)

	 	Purchaser’s Knowledge
	Schedule 1.1(e)

	 	Seller’s Knowledge
	Schedule 1.1(f)

	 	Personal Property
	Schedule 3.5(a)

	 	Form of Bill of Sale
	Schedule 3.5(b)

	 	Form of Assignment and Assumption Agreement
	Schedule 3.5(c)

	 	Form of Assignment of Lease and Assumption Agreement
	Schedule 3.5(d)

	 	Form of Assignment of Tenant Sublease and Assumption
Agreement
	Schedule 3.5(f)

	 	Form of Certificate of Officer
	Schedule 3.6(e)

	 	Form of Certificate of Officer
	Schedule 7.4(b)-1

	 	Estoppel Certificate — Branch Lease
	Schedule 7.4(b)-2

	 	Estoppel Certificate — Tenant Sublease
	Schedule 7.4(c)

	 	Form of Non Disturbance Agreement







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     This PURCHASE AND ASSUMPTION AGREEMENT, dated as of March 30, 2010 (this
“Agreement”), is by and among Investors Savings Bank, a New Jersey chartered savings bank,
with its principal office located at 101 JFK Parkway, Short Hills, New Jersey, 07078
(“Purchaser”), and Millennium bcpbank, n.a., a national banking association with its
principal office located at 255 Lafayette Street, Newark, New Jersey, 07105 (“Seller”), and
solely with respect to Section 7.6 and Article 11, BCP Holdings (USA), Inc., a Delaware corporation
and registered bank holding company with its principal office located at 255 Lafayette Street,
Newark, New Jersey, 07105 (“Parent”), and Banco Comercial Português, S.A., a public company
(“Sociedade Aberta”) and a limited liability company (“Sociedade Anónima”), incorporated under the
laws of Portugal (hereinafter “BCP”).



RECITALS




     WHEREAS, Seller is a wholly-owned subsidiary of Parent; and



     WHEREAS, Seller desires to sell, and Purchaser desires to acquire, certain assets of Seller in
accordance with the terms and provisions of this Agreement; and



     WHEREAS, Seller desires to transfer to Purchaser, and Purchaser desires to assume from Seller,
certain liabilities of Seller in accordance with the terms and provisions of this Agreement; and



     WHEREAS, concurrently with the execution of this Agreement, Purchaser and BCP, have entered
into a remittance processing agreement (the “Remittance Processing Agreement”) pursuant to
which effective immediately after the closing of the transactions contemplated hereunder, BCP shall
provide remittance processing services for the customers of the Branches (as such term is defined
in Section 1.1) on terms set forth therein.



     NOW, THEREFORE, in consideration of the premises and the mutual promises and obligations set
forth herein, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and intending to be legally bound hereby subject to the terms and
conditions set forth herein, Seller and Purchaser agree as follows:



ARTICLE 1




CERTAIN DEFINITIONS



     1.1 Certain Definitions. The terms set forth below are used in this Agreement with
the following meanings:



     “Accrued Interest” means, as of any date, (i) with respect to a Deposit, interest
which is accrued on such Deposit to but excluding such date and not yet posted to the relevant
deposit account and (ii) with respect to a Purchased Loan, interest which is accrued on such
Purchased Loan to but excluding such date and not yet posted to the Seller’s general ledger for
such Purchased Loan.



     “ACH” has the meaning set forth in Section 4.3.



 









 





     “ACH Direct Deposit Cut-Off Date” has the meaning set forth in Section 4.3.



     “Adjusted Payment Amount” means (x) the aggregate balance (including Accrued Interest)
of the Deposits, minus (y) the Purchase Price, each as set forth on the Final Closing
Statement. For avoidance of doubt, the Adjusted Payment Amount may be a negative amount.



     “Adjustment Date” has the meaning set forth in Section 3.3(a).



     “Affiliate” means, with respect to any person, any other person directly or indirectly
controlling, controlled by or under common control with such person. As used in this definition,
the term “person” shall be broadly interpreted to include, without limitation, any corporation,
company, partnership and individual or group.



     “Agreement” has the meaning set forth in the Preamble, including all schedules,
exhibits and addenda, each as amended from time to time in accordance with Section 12.8(b).



     “Assets” has the meaning set forth in Section 2.1.



     “Assignment and Assumption Agreement” has the meaning set forth in Section 3.5(b).



     “Assumed Contracts” means the contracts associated with the operation of the Branches
as set forth in Schedule 1.1(a), provided, however, that Purchaser shall have (i) sixty (60) days
from the date hereof in which to reject and not assume the contracts set forth on Schedule 1.1(a)
other than the Real Estate Leases and the last eleven (11) contracts set forth on the last two
pages of Schedule 1.1(a) (beginning with the contract with JP Morgan and ending with the contract
with Coin Depot/AT Systems/Garda) (the “Last Eleven Contracts”) and (ii) ninety (90) days
from the date hereof in which to reject and not assume the Last Eleven Contracts. Purchaser shall
provide written notice to Seller of any contracts that it rejects within the time periods set forth
in the immediately preceding sentence and any contracts not so rejected shall be “Assumed
Contracts.”



     “BCP” has the meaning set forth in the Recitals.



     “Branch Employees” means the employees of Seller or its Affiliates employed at the
Branches as of the date hereof who continue to be employed by Seller on the Closing Date
(including, without limitation, those employees who on the Closing Date are on family and medical
leave, military leave or personal, short-term or long-term disability or pregnancy leave and who
are eligible to return to work under Seller’s policies), except to the extent employees leave the
employ of Seller, and shall include employees hired to replace such departing employee in the
ordinary course of business. The Parties agree that Schedule 1.1(b) contains a complete list of
the employees of Seller or its Affiliates, who are considered Branch Employees as of the date
hereof, including those employees who as of the date hereof are on family and medical leave,
military leave or personal, short-term or long-term disability or pregnancy leave and who are
eligible to return to work under Seller’s policies. Branch Employees shall also include any other
employees of Seller which Seller and Purchaser agree shall be hired by Purchaser at Closing.
Schedule 1.1(b) shall be updated promptly upon Purchaser’s request from time to time following the
date hereof to reflect changes to the foregoing with the final such update to occur no later than
ten (10) calendar days prior to the Closing Date.



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     “Branch Lease Security Deposit” means any security deposit held by the lessor under a
Branch Lease.



     “Branch Leases” means the leases under which Seller leases land and/or buildings used
as Branches, including without limitation ground leases, and any amendments or supplements thereto,
which leases, including amendments and supplements thereto, are identified on Schedule
1.1(c) hereto.



     “Branches” means each of the banking offices of Seller at the locations identified on
Schedule 1.1(c) hereto.



     “Business Day” means a day on which banks are generally open for business in New
Jersey, and which is not a Saturday or Sunday.



     “Cash on Hand” means, as of any date, all petty cash, vault cash, teller cash, ATM
cash, prepaid postage and cash equivalents held at a Branch.



     “Closing” and “Closing Date” refer to the closing of the P&A Transaction,
which is to be held on such date as provided in Article 3 hereof and which shall be deemed to be
effective at 11:59 p.m. New Jersey time on such date.



     “Code” means the Internal Revenue Code of 1986, as amended.



     “Controlling Party” has the meaning set forth in Section 11.1(f).



     “Customers” shall mean, individually and collectively, the Persons named as the owners
of the deposit accounts relating to the Deposits.



     “Deposit(s)” means all of Seller’s obligations and liabilities relating to all deposit
accounts maintained at the Branches or otherwise, including, without limitation, all passbook
accounts, statement savings accounts, checking, Money Market and NOW accounts, Interest on Lawyers
Trust Accounts (“IOLTAs”), certificates of deposit, IRA accounts, Prestige accounts and brokered
certificates of deposit, together with Accrued Interest thereon, all as exists at the close of
business on the Closing Date, but excluding any claim or other liability relating to the
origination of any such deposit account or the administration of any such deposit account prior to
the close of business on the Closing Date.



     “Draft Allocation Statement” has the meaning set forth in Section 3.7(a).



     “Draft Closing Statement” means a draft closing statement, prepared by Seller, as of
the close of business of the third (3rd) Business Day preceding the Closing Date setting
forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.



     “Encumbrances” means all mortgages, claims, charges, liens, encumbrances, easements,
limitations, restrictions, commitments and security interests, ordinances, restrictions,
requirements, resolutions, laws or orders of any governmental authority now or hereafter acquiring
jurisdiction over the Assets, and all amendments or additions thereto in force as of the date of
this Agreement or in force as of the Closing Date, except for statutory liens securing Tax



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and/or other payments not yet due, liens incurred in the ordinary course of business,
including without limitation liens in favor of mechanics or materialmen, and any such matters as do
not materially and adversely affect the current use of the properties or assets subject thereto or
affected thereby or which otherwise do not materially impair the business operations at such
properties and except for obligations pursuant to applicable escheat and unclaimed property laws
relating to the Escheat Deposits.




     “Environmental Law” means any Federal, state, or local law, statute, rule, regulation,
code, rule of common law, order, judgment, decree, injunction or agreement with any Federal, state,
or local governmental authority, (a) relating to the protection, preservation or restoration of the
environment (including, without limitation, air, water vapor, surface water, groundwater, drinking
water supply, surface land, subsurface land, plant and animal life or any other natural resource)
or to human health or safety or (b) the exposure to, or the use, storage, recycling, treatment,
generation, transportation, processing, handling, labeling, production, release or disposal of
Hazardous Substances, in each case as amended and now in effect. Environmental Laws include,
without limitation, the Clean Air Act (42 USC §7401 et seq.); the Comprehensive
Environmental Response Compensation and Liability Act (42 USC §9601 et seq.); the
Resource Conservation and Recovery Act (42 USC §6901 et seq.); the Federal Water
Pollution Control Act (33 USC §1251 et seq.); and the Occupational Safety and
Health Act (29 USC §651 et seq.).



     “Escheat Deposits” means, as of any date, Deposits and safe deposit box contents, in
each case held on such date at the Branches which become subject to escheat, in the calendar year
in which the Closing occurs, to any governmental authority pursuant to applicable escheat and
unclaimed property laws.



     “Estimated Payment Amount” means (x) the aggregate balance (including Accrued
Interest) of the Deposits, minus (y) the Estimated Purchase Price, each as set forth on the
Draft Closing Statement as reasonably agreed upon prior to Closing between Seller and Purchaser.
For avoidance of doubt, the Estimated Payment Amount may be a negative amount.



     “Estimated Purchase Price” means the Purchase Price as set forth on the Draft Closing
Statement.



     “Excluded Taxes” means any Taxes of, or relating to, the Assets, the Liabilities or
the operation of the Branches for, or applicable to, the Pre-Closing Tax Period.



     “FDIC” means the Federal Deposit Insurance Corporation.



     “Federal Funds Rate” on any day means the per annum rate of interest (rounded upward
to the nearest 1/100 of 1%) which is the weighted average of the rates on overnight federal funds
transactions arranged on such day or, if such day is not a Business Day, the previous Business Day,
by federal funds brokers computed and released by the Federal Reserve Bank of New York (or any
successor) in substantially the same manner as such Federal Reserve Bank currently computes and
releases the weighted average it refers to as the “Federal Funds Effective Rate” at the date of
this Agreement.



     “Federal Reserve Board” means the Board of Governors of the Federal Reserve System.



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     “FedWire Direct Deposit Cut-Off Date” has the meaning set forth in Section 4.3.



     “Final Allocation Statement” has the meaning set forth in Section 3.7(a).



     “Final Closing Statement” means a final closing statement, prepared by Seller in
accordance with the accounting policies used in preparing the Draft Closing Statement, on or before
the thirtieth (30th) calendar day following the Closing Date setting forth both the
Purchase Price and the Adjusted Payment Amount.



     “GAAP” has the meaning set forth in Section 1.2.



     “Hazardous Substance” means any substance, whether liquid, solid or gas (a) listed,
identified or designated as hazardous or toxic; (b) which, applying criteria specified in any
Environmental Law, is hazardous or toxic; or (c) the use or disposal, or any manner or aspect of
management or handling, of which is regulated under Environmental Law.



     “Information” has the meaning set forth in Section 7.2(b).



     “IRA” means an “individual retirement account” or similar account created by a trust
for the exclusive benefit of any individual or his beneficiaries in accordance with the provisions
of Section 408 of the Code.



     “IRS” means the Internal Revenue Service.



     “Item” means checks, drafts, negotiable orders of withdrawal and items of a like kind
which are drawn on or deposited and credited to the Deposit accounts.



     “Lease Assignments” has the meaning set forth in Section 3.5(c).



     “Liabilities” has the meaning set forth in Section 2.2(a).



     “Lien” shall mean any pledge, lien, security interest or mortgage.



     “Loans” shall mean all loans owned or serviced by Seller as of the date hereof, and as
such loans may be increased, decreased, amended, renewed or extended in the ordinary course of
business in accordance with terms in existence as of the date hereof, and that remain outstanding
as of the Closing Date, and all other loans originated by Seller in the normal course of business
consistent with practice in effect on the date hereof, and that are outstanding as of the Closing
Date.



     “Loan Purchase Agreement” means the agreement to be negotiated and entered into
between Purchaser and Seller providing for the terms of the purchase by Purchaser of Loans owned by
Seller or its Affiliates. The parties shall use their best efforts to negotiate and enter into the
Loan Purchase Agreement within 90 days of the date of this Agreement.



     “Loan Servicing Agreement” means the agreement, if any, entered into between Purchaser
and Seller for the servicing of all Loans that are not Purchased Loans. The parties shall use
their best efforts to negotiate and enter into the Loan Servicing Agreement within 90



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days of the date of this Agreement. Purchaser shall have a right of first refusal with
respect to any proposed sale by Seller of the Serviced Loans. The Loans shall be serviced for an
annual servicing fee to be negotiated and calculated on the average daily principal balances
outstanding, which servicing fee shall be due for the first year regardless of any sale of the
Serviced Loans.




     “Loan Value” shall mean, as of the Closing Date, the purchase price of the Purchased
Loans as set forth in the Loan Purchase Agreement, plus Accrued Interest thereon.



     “Loss” means the amount of losses, liabilities, damages and reasonable expenses
actually incurred by the indemnified party or its Affiliates in connection with the matters
described in Section 11.1, less the amount of the economic benefit (if any) to the indemnified
party or its Affiliates obtained or to be obtained in connection with any such damage, loss,
liability or expense (including net Tax benefits obtainable under applicable law, amounts recovered
under insurance policies net of deductibles, recovery by setoffs or counterclaims, and other
economic benefits).



     “Material Adverse Effect” means (a) with respect to Seller, a material adverse effect
on (i) the business or direct economic results of operations of the Branches, taken as a whole
(excluding any effect to the extent arising out of or resulting from (A) changes, after the date
hereof, in generally accepted accounting principles or regulatory accounting requirements
applicable to banks or savings associations and their holding companies generally, (B) changes,
after the date hereof, in laws, rules or regulations of general applicability or interpretations
thereof by courts or governmental agencies or authorities, (C) changes, after the date hereof, in
global or national political conditions or in general U.S. or global economic or market conditions
affecting banks or their holding companies generally (including changes in interest or exchange
rates or in credit availability and liquidity), (D) public disclosure of the transactions
contemplated hereby, including the impact thereof on customers, suppliers, licensors and employees,
or (E) the commencement, occurrence, continuation or intensification of any war, sabotage, armed
hostilities or acts of terrorism not directly involving the Deposits or Assets, or (ii) the ability
of Seller to timely consummate the P&A Transaction as contemplated by this Agreement, and (b) with
respect to Purchaser, a material adverse effect on the ability of Purchaser to perform any of its
financial or other obligations under this Agreement, including the ability of Purchaser to timely
consummate the P&A Transaction as contemplated by this Agreement.



     “Non-Controlling Party” has the meaning set forth in Section 11.1(f).



     “OCC” means the Office of the Comptroller of the Currency.



     “Order” has the meaning set forth in Section 9.1(b).



     “Overdrafts” means those overdrafts of the book balance of any deposit accounts which
are not overdrawn for more than ten (10) days as of the Closing Date and which are not evidenced by
a customer loan and promissory note.



     “P&A Transaction” means the purchase and sale of Assets and the assumption of
Liabilities described in Sections 2.1 and 2.2.



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     “Parent” has the meaning set forth in the Preamble.



     “Personal Property” means all of the personal property goods of Seller located in the
Branches, consisting of the trade fixtures, shelving, furniture, on-premises ATMs (excluding Seller
licensed software), equipment, security systems, safe deposit boxes (exclusive of contents),
vaults, sign structures (exclusive of signage containing any trade name, trademark or service mark,
if any, of Seller or any of its Affiliates), including replacements to any of the foregoing in the
ordinary course of the operation of the Branches through the Closing Date, and supplies, excluding
any items consumed or disposed of, but including new items acquired or obtained, in the
ordinary course of the operation of the Branches through the Closing Date and any other equipment
not located in the Branches to be agreed upon by Seller and Purchaser; provided, however, that the
foregoing shall not include any (i) controller or server of the branch or (ii) personal computers
unless Purchaser and Seller agree otherwise. A list of the Personal Property is set forth on
Schedule 1.1(f) and such Schedule 1.1(f) sets forth the Personal Property to be
purchased hereunder by Purchaser.



     “POS” has the meaning set forth in Section 4.9.



     “Post-Closing Processing Period” has the meaning set forth in Section 4.2(c).



     “Pre-Closing Tax Period” means a taxable period or portion thereof that ends on or
prior to the Closing Date; if a taxable period begins on or prior to the Closing Date and ends
after the Closing Date, then the portion of the taxable period that ends on and includes the
Closing Date shall constitute the Pre-Closing Tax Period.



     “Property Taxes” means real, personal, and intangible ad valorem property Taxes.



     “Purchase Price” has the meaning set forth in Section 2.3.



     “Purchased Loans” means the Loans to be purchased by Purchaser (at fair market value)
pursuant to the Loan Purchase Agreement, it being the intent of Seller and Purchaser that Purchaser
shall purchase between 30% and 40% of the Loans upon completion of diligence and a loan file
review, which review and diligence shall be completed by Purchaser no later than 90 calendar days
after the date of this Agreement, provided; however, that if a Loan, as of the Closing
Date, is (i) subject to a current legal proceeding related to a Customer’s inability or refusal to
pay such loan, or (ii) not current and with respect to which proceedings are pending against the
obligor or obligors, or guarantors, co-signers, indemnitors, pledgors, grantors and any other
entity that is obligated to make payment under the Loan, of such loan under Title 11 of the United
States Code, or (iii) Nonperforming, then such Loan will become a “Serviced Loan” and not a
Purchased Loan.



     “Purchaser” has the meaning set forth in the Preamble.



     “Purchaser Taxes” has the meaning set forth in Section 11.1(f).



     “Purchaser’s Knowledge” or other similar phrases means information that is actually
known to the persons set forth on Schedule 1.1(d).



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     “Records” means as to the Assets and Liabilities, all records and original documents,
or where reasonable, appropriate copies thereof, in Seller’s possession that pertain to and are
used by Seller to administer, reflect, monitor, evidence or record information respecting the
business or conduct of the Branches (including transaction tickets through the Closing Date and all
records for closed accounts located in Branches and excluding any other transaction tickets and
records for closed accounts) and all such records and original documents, or where reasonable and
appropriate copies thereof, regarding the Assets, or the Deposits, including all such records
maintained on electronic or magnetic media in the electronic database system of Seller reasonably
accessible by Branch, or to comply with the applicable laws and governmental regulations to which
the Deposits are subject, including but not limited to applicable unclaimed property and escheat
laws.



     “Regulatory Approvals” means the following approvals required to consummate the P&A
Transaction: the approval of the FDIC, the OCC, the State of New Jersey Department of Banking and
Insurance, the State of New York Banking Department, the Commonwealth of Massachusetts Division of
Banks and, if required, the approval of the Federal Reserve Board.



     “Regulatory Authority” means any federal or state banking, other regulatory,
self-regulatory or enforcement authority or any court, administrative agency or commission or other
governmental authority or instrumentality.



     “Remittance Processing Agreement” has the meaning set forth in the Recitals.



     “Returned Items” has the meaning set forth in Section 4.10(c).



     “Safe Deposit Agreements” means the agreements relating to safe deposit boxes located
in the Branches.



     “Seller” has the meaning set forth in the Preamble.



     “Seller Disclosure Schedule” means the disclosure schedule of Seller delivered to
Purchaser in connection with the execution and delivery of this Agreement.



     “Seller Taxes” has the meaning set forth in Section 11.1(f).



     “Seller’s Knowledge” or other similar phrases means information that is actually known
to the persons set forth on Schedule 1.1(e).



     “Serviced Loans” means the Loans, other than the Purchased Loans, to be serviced by
Purchaser pursuant to the Loan Servicing Agreement.



     “Straddle Period” means any taxable period beginning on or prior to and ending after
the Closing Date.



     “Tax Claim” has the meaning set forth in Section 11.1(f).



     “Tax Returns” means any report, return, declaration, statement, claim for refund,
information return or statement relating to Taxes or other information or document required to be



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supplied to a taxing authority in connection with Taxes, including any schedule or attachment
thereto, and including any amendment thereof.




     “Taxes” means all taxes, charges, fees, levies or other like assessments, including
income, gross receipts, excise, real and personal and intangible property, sales, use, transfer
(including transfer gains taxes), withholding, license, payroll, recording, ad valorem and
franchise taxes, whether computed on a separate or consolidated, unitary or combined basis or in
any other manner, whether disputed or not and including any obligation to indemnify or otherwise
assume or succeed to the tax liability of another person, imposed by the United States, or any
state, local or foreign government or subdivision or agency thereof and such term shall include any
interest, penalties or additions to tax attributable to such assessments.



     “Tenant Sublease Assignments” has the meaning set forth in Section 3.5(d).



     “Tenant Subleases” means subleases or other use agreements between Seller and tenants
with respect to the Branch Leases.



     “Tenant Security Deposit” means any security deposit held by Seller with respect to a
Tenant Sublease.



     “Transaction Account” means any account at a Branch in respect of which deposits
therein are withdrawable in practice upon demand or upon which third party drafts may be drawn by
the depositor, including checking accounts, negotiable order of withdrawal accounts and money
market deposit accounts.



     “Transfer Taxes” has the meaning set forth in Section 8.3.



     “Transferred Employee” has the meaning set forth in Section 8.7(a).



     1.2 Accounting Terms. All accounting terms not otherwise defined herein shall have
the respective meanings assigned to them in accordance with consistently applied generally accepted
accounting principles as in effect from time to time in the United States of America
(“GAAP”).



     1.3 Interpretation. All references in this Agreement to Articles or Sections are
references to Articles or Sections of this Agreement, unless some other reference is clearly
indicated. The rule of construction against the draftsman shall not be applied in interpreting and
construing this Agreement. The parties have participated jointly in the negotiation and drafting
of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the
provisions of this Agreement.



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ARTICLE 2




THE P&A TRANSACTION



     2.1 Purchase and Sale of Assets. Subject to the terms and conditions set forth in this
Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer and deliver to
Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s right, title and
interest, as of the Closing Date, in and to the following (collectively, the “Assets”):




	 	(i)	 	Cash on Hand;
	 
	 	(ii)	 	the Personal Property;
	 
	 	(iii)	 	Seller’s interests in the Branch Leases and Tenant Subleases;
	 
	 	(iv)	 	Seller’s interests in the Assumed Contracts;
	 
	 	(v)	 	the Branch Lease Security Deposits;
	 
	 	(vi)	 	the Safe Deposit Agreements;
	 
	 	(vii)	 	the Purchased Loans;
	 
	 	(viii)	 	the Overdrafts; and
	 
	 	(ix)	 	the Records.





     2.2 Assumption of Liabilities. (a) Subject to the terms and conditions set forth in
this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties,
responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise)
to be discharged, performed, satisfied or paid on or after the Closing Date, with respect to the
following (collectively, the “Liabilities”):




	 	(i)	 	the Deposits, including IRA Accounts to the extent contemplated
by Section 2.4;
	 
	 	(ii)	 	the Branch Leases, Tenant Subleases and Tenant Security Deposits;
	 
	 	(iii)	 	the Assumed Contracts;
	 
	 	(iv)	 	the Safe Deposit Agreements;
	 
	 	(v)	 	except as set forth in Section 8.7(c), all liabilities arising
out of the employment of the Branch Employees; and
	 
	 	(vi)	 	any liability for (a) Taxes of, or relating to, the Assets, the
Liabilities or the business or operation of the Branches, other than Excluded
Taxes and (b) Transfer Taxes.




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          (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or
be bound by any duties, responsibilities, obligations or liabilities of Seller, or of any of
Seller’s Affiliates, of any kind or nature, known, unknown, contingent or otherwise, other than the
Liabilities or as otherwise expressly set forth herein.




     2.3 Purchase Price. The purchase price (“Purchase Price”) for the assumption
of Liabilities and the purchase of the Assets shall be the sum of:



          (a) An amount equal to 0.11% of the average daily balance (including Accrued Interest) of the
Deposits for the period commencing ten (10) calendar days prior to and inclusive of the second
(2nd) Business Day prior to the Closing Date and ending on the second (2nd)
Business Day prior to the Closing Date, provided however that no premium shall be paid on any
Deposits that are brokered deposits, any deposits associated with Seller’s Affiliates, or any
Prestige deposit accounts;




          (b) The Loan Value with respect to the Purchased Loans;




          (c) The principal amount of the Overdrafts, provided however that (i) Seller shall refund to
Purchaser the amount of such Overdrafts to the extent that such amount shall remain uncollected as
of 30 days following the Closing Date, plus accrued interest at the Federal Funds Rate from the
Closing Date through the date of collection and (ii) any subsequent collection of such amount of
Overdrafts refunded by Seller shall be transferred within one (1) Business Day to Seller by
Purchaser;




          (d) The aggregate amount of Cash on Hand as of the Closing Date;




          (e) The Branch Lease Security Deposits; and




          (f) One Million Eight Hundred Eighty One Thousand Seven Hundred Twenty and 61/100 Dollars
($1,881,720.61) for the Personal Property.




     2.4 Assumption of IRA Account Deposits. With respect to Deposits in IRAs, Seller will
use reasonable efforts and will cooperate with Purchaser in taking any action reasonably necessary
to accomplish either the appointment of Purchaser as successor custodian or the delegation to
Purchaser (or to an Affiliate of Purchaser) of Seller’s authority and responsibility as custodian
of all such IRA deposits, including, but not limited to, sending to the depositors thereof
appropriate notices, cooperating with Purchaser (or such Affiliate) in soliciting consents from
such depositors, and filing any appropriate applications with applicable Regulatory Authorities.
If any such delegation is made to Purchaser (or such Affiliate), Purchaser (or such Affiliate) will
perform all of the duties so delegated and comply with the terms of Seller’s agreement with the
depositor of the IRA deposits affected thereby.



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ARTICLE 3




CLOSING PROCEDURES; ADJUSTMENTS



     3.1 Closing. (a) The Closing will be held at the offices of Investors Savings Bank,
at 101 JFK Parkway, Short Hills, New Jersey, or such other place as may be agreed to by the
parties.



          (b) Subject to the satisfaction or, where legally permitted, the waiver of the conditions set
forth in Article 9, the parties anticipate that the Closing Date shall occur on a mutually
agreeable date, it being the intention of the parties to have the Closing on the last Friday of the
month during which all regulatory approvals are received and all related waiting periods have
expired. Unless the parties agree pursuant to Section 4.10(a) that the conversion of the data
processing with respect to the Branches and the Assets and Liabilities will be performed on a date
other than the Closing Date, the Closing Date shall be a Friday.




     3.2 Payment at Closing. (a) At Closing, (i) if the Estimated Payment Amount is a
positive amount, Seller shall pay to Purchaser an amount in dollars equal to such positive amount,
or (ii) if the Estimated Payment Amount is a negative amount, Purchaser shall pay to Seller an
amount in dollars equal to the absolute value of such negative amount. In addition, Purchaser
shall be responsible for payment of any Transfer Taxes due or incurred in connection with the
transactions contemplated by this Agreement.



          (b) All payments to be made hereunder by one party to the other shall be made by wire transfer
of immediately available funds (in all cases to an account specified in writing by Seller or
Purchaser, as the case may be, to the other not later than the third (3rd) Business Day
prior to the Closing Date) on or before 12:00 noon New Jersey time on the date of payment.




          (c) If any instrument of transfer contemplated herein shall be recorded in any public record
before the Closing and thereafter the Closing does not occur, then at the request of such
transferring party the other party will deliver (or execute and deliver) such instruments and take
such other action as such transferring party shall reasonably request to revoke such purported
transfer.




     3.3 Adjustment of Purchase Price. (a) On or before 12:00 noon New Jersey time on the
thirtieth (30th) calendar day following the Closing Date (the “Adjustment
Date”), Seller shall deliver to the Purchaser the Final Closing Statement and shall make
available such work papers, schedules and other supporting data as may be reasonably requested by
Purchaser to enable it to verify the amounts set forth in the Final Closing Statement.



          (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties
hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final
Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any
amount included therein or omitted therefrom, in which case, if the parties are unable to
resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of
such disagreement, such items shall be determined by a nationally recognized independent



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accounting firm selected by mutual agreement between Seller and Purchaser. Such accounting
firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement,
to the extent reasonably practicable. The determination of such accounting firm shall be final and
binding on the parties hereto. The fees of any such accounting firm shall be divided equally
between Seller and Purchaser.




          (c) On or before 12:00 noon New Jersey time on the tenth (10th) Business Day after
the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the
date of the resolution of the dispute pursuant to Section 3.3(b) above, if the Adjusted Payment
Amount is greater than the Estimated Payment Amount, Seller shall pay to Purchaser an amount in
dollars equal to such excess, plus interest on such excess amount from the Closing Date to but
excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount is less
than the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in dollars equal to such
excess, plus interest on such excess amount from the Closing Date to but excluding the payment
date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made
contemporaneously with the foregoing payment.




     3.4 Proration; Other Closing Date Adjustments. (a) Except as otherwise specifically
provided in this Agreement, it is the intention of the parties that Seller will operate the
Branches for its own account until 11:59 p.m. New Jersey time on the Closing Date, and that
Purchaser shall operate the Branches, hold the Assets and assume the Liabilities for its own
account as of 12:00 a.m. on the date after the Closing Date. Thus, except as otherwise
specifically provided in this Agreement, items of income and expense, as defined herein, shall be
prorated as of 11:59 p.m. New Jersey time on the Closing Date, and settled between Seller and
Purchaser on the Closing Date, whether or not such adjustment would normally be made as of such
time; provided, however, if such item cannot be settled on the Closing Date, it shall be included
as an adjustment on the Final Closing Statement. Items of proration will be handled at Closing as
an adjustment to the Purchase Price unless otherwise agreed by the parties hereto.



          (b) For purposes of this Agreement, items of proration and other adjustments shall include,
without limitation: (i) rental payments under the Branch Leases and the Tenant Subleases; (ii)
insurance premium payments, (iii) Property Taxes and assessments; (iv) FDIC deposit insurance
assessments; (v) trustee or custodian fees on IRA Accounts; (vi) prepaid expenses and items and
accrued but unpaid liabilities, as of the close of business on the Closing Date; (vii) safe deposit
rental payments previously received by Seller; and (viii) interest payments on Purchased Loans.




     3.5 Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:



          (a) A bill of sale in substantially the form of Schedule 3.5(a), pursuant to which the
Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults;




          (b) An assignment and assumption agreement in substantially the form of Schedule 3.5(b)
(except as otherwise required by local state law), with respect to the Liabilities, (the
“Assignment and Assumption Agreement”);







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          (c) Lease assignment and assumption agreements, in recordable form, in substantially the form
of Schedule 3.5(c), with respect to each of the Branch Leases (the “Lease Assignments”);




          (d) Tenant sublease assignment and assumption agreements in substantially the form of Schedule
3.5(d), with respect to each of the Branch Leases (the “Tenant Sublease
Assignments”);




          (e) All Records relating to the Purchased Loans (including, among other things, all original
Purchased Loan documents) and Deposits;




          (f) An Officer’s Certificate in substantially the form of Schedule 3.5(f);




          (g) The Draft Closing Statement;




          (h) Seller’s resignation as trustee or custodian, as applicable, with respect to each IRA
included in the Deposits and designation of Purchaser as successor trustee or custodian with
respect thereto, as contemplated by Section 2.4;




          (i) A certificate of non-foreign status pursuant to Treasury Regulations Section
1.1445-2(b)(2) from Seller; and




          (j) Such other documents as the parties determine are reasonably necessary to consummate the
P&A Transaction as contemplated hereby.




     3.6 Purchaser Deliveries. At the Closing, Purchaser shall deliver to Seller:



          (a) The Assignment and Assumption Agreement;




          (b) Purchaser’s acceptance of its appointment as successor trustee or custodian, as
applicable, of the IRA Accounts included in the Deposits and assumption of the fiduciary
obligations of the trustee or custodian with respect thereto, as contemplated by Section 2.4;




          (c) The Lease Assignments and such other instruments and documents as any landlord under a
Branch Lease may reasonably require as necessary for providing for the assumption by Purchaser of a
Branch Lease, each such instrument and document in form and substance reasonably satisfactory to
the parties and dated as of the Closing Date;




          (d) The Tenant Sublease Assignments and such other instruments and documents as any subtenant
under a Tenant Sublease may reasonably require as necessary for providing for the assumption by
Purchaser of a Tenant Sublease, each such instrument and document in form and substance reasonably
satisfactory to the parties and dated as of the Closing Date;




          (e) An Officer’s Certificate in substantially the form of Schedule 3.6(e); and







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          (f) Such other documents as the parties determine are reasonably necessary to consummate the
P&A Transaction as contemplated hereby.




     3.7 Allocation of Purchase Price. (a) No later than the Adjustment Date, Seller shall
prepare and deliver to Purchaser a draft of a statement (the “Draft Allocation Statement”)
setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to
this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30)
calendar days of the receipt of the Draft Allocation Statement, Purchaser shall not have objected
in writing to such draft, the Draft Allocation Statement shall become the Final Allocation
Statement, as defined below. If Purchaser objects to the Draft Allocation Statement in writing
within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to
resolve any disputed items. If, within ninety (90) calendar days after the Adjustment Date,
Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation
shall be resolved by a nationally recognized independent accounting firm mutually acceptable to
Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and
Seller (as a result of either the Purchaser’s failure to object to the Draft Allocation Statement
or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm
under this Section 3.7(a), (the “Final Allocation Statement”) shall be final and binding
upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in
connection with the determination of the allocation of the total consideration, except that the
parties shall each pay one-half (50%) of the fees and expenses of such accounting firm.



          (b) Purchaser and Seller shall report the transaction contemplated by this Agreement
(including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in
accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and
Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form
under state or local Tax law) and any required attachment thereto in accordance with the Final
Allocation Statement. Except as otherwise required pursuant to a “determination” under Section
1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller
shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the
Final Allocation Statement. In the event any party hereto receives notice of an audit in respect
of the allocation of the consideration paid for the Assets, such party shall immediately notify the
other party in writing as to the date and subject of such audit.




ARTICLE 4




TRANSITIONAL MATTERS



     4.1 Transitional Arrangements. Seller and Purchaser agree to cooperate and to proceed
as follows to effect the transfer of account record responsibility for the Branches:



          (a) Not later than thirty (30) calendar days after the date of this Agreement, Seller will
meet with Purchaser to investigate, confirm and agree upon mutually acceptable transaction
settlement procedures and specifications, files, procedures and schedules, for the
transfer of account record responsibility; provided, however, that Seller shall not be
obligated under this Agreement to provide Purchaser any information regarding Seller’s relationship
with







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the customers outside of the relevant Branch (e.g., other customer products, householding
information).




          (b) Seller shall use its best efforts to deliver to Purchaser the mutually agreed upon
specifications and conversion sample files within thirty (30) calendar days after the date of this
Agreement, provided, however, that Seller shall have up to sixty (60) calendar days after the date
of this Agreement to deliver such mutually agreed upon specifications and conversion sample files
to Purchaser.




          (c) From time to time prior to the Closing, after Purchaser has tested and confirmed the
conversion sample files, Purchaser may request and Seller shall provide reasonable additional
file-related information, including, without limitation, complete name and address, account
masterfile, ATM account number information, applicable transaction and stop/hold/caution
information, account-to-account relationship information and any other related information with
respect to the Deposits.




          (d) From the date of this Agreement, through the Closing and for a reasonable period of time
thereafter, upon the reasonable request of Purchaser, Seller will cooperate with Purchaser and will
make available from time to time a reasonable number of technical personnel for consultation with
Purchaser concerning matters other than the matters referred to in this Section 4.1.




          (e) Upon the reasonable request of Purchaser, Seller will cooperate to assist Purchaser with
respect to the continuation, at Purchaser’s expense, of any third-party vendor services to the
Branches from and after the Closing Date. From the date of this Agreement until the Closing,
Seller and Purchaser shall cooperate in good faith to address any transitional issues that may
arise and that are not specifically addressed in this Article 4.




     4.2 Customers. (a) Not earlier than the Business Day after the latter of the date of
(1) receipt by Purchaser of all Regulatory Approvals or (2) receipt by Seller from Purchaser of a
schedule of the Purchased Loans, which schedule shall include a purchase price for such Purchased
Loans that is acceptable to Seller (unless Seller and Purchaser fail to enter into a Loan Purchase
Agreement, in which case the date shall be ninety (90) calendar days after the date hereof),
provided, however, that such date is not more than forty-five (45) calendar days prior to the
Closing Date:




	 	(i)	 	Seller will notify the holders of Deposits to be transferred on
the Closing Date that, subject to the terms and conditions of this Agreement,
Purchaser will be assuming liability for such Deposits; and
	 
	 	(ii)	 	each of Seller and Purchaser shall provide, or join in
providing where appropriate, all notices to customers of the Branches and other
persons that either Seller or Purchaser, as the case may be, is required to
give under applicable law or the terms of any other agreement between Seller
and any customer in connection with the transactions contemplated hereby.




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A party proposing to send or publish any notice or communication pursuant to this Section 4.2 shall
furnish to the other party a copy of the proposed form of such notice or communication, to the
extent reasonably practicable, two (2) Business Days, but in any event at least one (1) Business
Day, in advance of the proposed date of the first mailing, posting, or other dissemination thereof
to customers, and shall not unreasonably refuse to amend such notice to incorporate any changes
that the other such party proposes as necessary to comply with applicable law. All costs and
expenses of any notice or communication sent or published by Purchaser or Seller shall be the
responsibility of the party sending such notice or communication and all costs and expenses of any
joint notice or communication shall be shared equally by Seller and Purchaser. As soon as
reasonably practicable and in any event within thirty (30) calendar days after the date hereof,
Seller shall provide to Purchaser a report of the names and addresses of the owners of the Deposits
and the lessees of the safe deposit boxes as of the date hereof in connection with the mailing of
such materials. No communications by Purchaser, and no communications by Seller outside the
ordinary course of business, to any such owners, customers or lessees shall be made prior to the
Closing Date except as provided in this Agreement or otherwise agreed to by the parties in writing.




          (b) Following the giving of any notice described in paragraph (a) above, Purchaser and Seller
shall deliver to each new customer at any of the Branches such notice or notices as may be
reasonably necessary to notify such new customers of Purchaser’s pending assumption of liability
for the Deposits and to comply with applicable law.




          (c) Notwithstanding the provisions of Section 7.6, neither Purchaser nor Seller shall object
to the use, by depositors of the Deposits, of payment orders issued to or ordered by such
depositors on or prior to the Closing Date, which payment orders bear the name, or any logo,
trademark, service mark or the proprietary mark of Seller, or any of their respective Affiliates;
provided, however, that Purchaser shall notify Deposit account customers that, upon the expiration
of a post-Closing processing period, which shall be sixty (60) calendar days after Closing Date
(the “Post-Closing Processing Period”), any Items which are drawn on Seller shall not
thereafter be honored by Seller. Such notice shall be given by delivering written instructions to
such effect to such Deposit account customers in accordance with this Section 4.2.




          (d) During the period beginning on the Closing Date and ending on the ninetieth (90th)
calendar day thereafter, Seller shall, by commercially reasonable efforts and at Purchaser’s
expense (A) accept as a correspondent bank for forwarding to Purchaser all Items which are
presented to Seller for payment or credit in any manner including, without limitation, through
Seller’s Federal Reserve cash letters or correspondent bank cash letters or deposited by Deposit
account customers, correspondent banks or others but excluding ATM withdrawals, deposits and
transfers unless initiated with an automated teller machine card issued by Purchaser; and (B) batch
all such items in paper format (checks or IRDs) or electronic format and have them available for
pickup by Purchaser no later than 12:00 noon New Jersey time on the Business Day after presentation
to Seller. For deposits processed in error by Seller, copies of the deposit slips and copies of
the deposited items will be batched and provided to Purchaser by 12:00 noon New Jersey time on the
next Business Day and will be provided via secured email to allow memo posting of the deposits to
the customer accounts.





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     4.3 Direct Deposits. Seller will use its reasonable best efforts to transfer to
Purchaser on the Closing Date all of those automated clearing house (“ACH”) and FedWire
direct deposit arrangements related (by agreement or other standing arrangement) to the Deposits.
For a period of ninety (90) calendar days following the Closing, in the case of ACH direct deposits
to accounts containing Deposits (the final Business Day of such period being the “ACH Direct
Deposit Cut-Off Date”), Seller shall transfer to Purchaser all received ACH direct deposits
each Business Day at 10:00 a.m. New Jersey time, to the extent reasonably practicable, but in any
event not later than 10:30 a.m. New Jersey time. Such transfers shall contain Direct Deposits
effective for that Business Day only. On each Business Day, for a period of thirty (30) calendar
days following the Closing Date (the final Business Day of such period being the “FedWire
Direct Deposit Cut-Off Date”), FedWires received by Seller shall be returned (as soon as is
practicable after receipt) to the originator with an indication of Purchaser’s correct Wire Room
contact information and an instruction that such wire should be sent to Purchaser. Compensation
for ACH direct deposits or FedWire direct deposits not forwarded to Purchaser on the same Business
Day as that on which Seller has received such deposits will be handled in accordance with the
applicable rules established by the United States Council on International Banking. After the
respective ACH Direct Deposit Cut-Off Date or FedWire Direct Deposit Cut-Off Date, Seller may
discontinue accepting and forwarding ACH and FedWire entries and funds and return such direct
deposits to the originators marked “Account Closed.” Seller and its Affiliates shall not be liable
for any overdrafts that may thereby be created. Purchaser and Seller shall agree on a reasonable
period of time prior to the Closing during which Seller will no longer be obligated to accept new
direct deposit arrangements related to the Branches. At the time of the ACH Direct Deposit Cut-Off
Date, Purchaser will provide ACH originators with account numbers relating to the Deposits.



     4.4 Direct Debits. As soon as practicable after the date of this Agreement and after
the notice provided in Section 4.2(a), Purchaser shall send appropriate notice to all customers
having accounts constituting Deposits the terms of which provide for direct debit of such accounts
by third parties, instructing such customers concerning the transfer of customer direct debit
authorizations from Seller to Purchaser. Such notice shall be in a form reasonably agreed to by
the parties. For a period of ninety (90) calendar days following the Closing, Seller shall
transfer to Purchaser all received direct debits on accounts constituting Deposits each Business
Day at 10:00 a.m. New Jersey time, to the extent reasonably practicable, but in any event not later
than 10:30 a.m. New Jersey time. Such transfers shall contain Direct Debits effective for that
Business Day only. Thereafter, Seller may discontinue forwarding such entries and return them to
the originators marked “Account Closed.” Purchaser and Seller shall agree on a reasonable period
of time prior to the Closing during which Seller will no longer be obligated to accept new direct
debit arrangements related to the Branches. On the Closing Date, Purchaser shall provide ACH
originators of such Direct Debits with account numbers relating to the Deposits.



     4.5 Escheat Deposits. No current Escheat Deposits are being sold. After Closing,
Purchaser shall be solely responsible for the proper reporting and transmission to the appropriate
governmental entity of Escheat Deposits.



     4.6 Access to Records. (a) From and after the Closing Date, each of the parties
shall permit the other reasonable access to any applicable Records in its possession relating to matters



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arising on or before the Closing Date and
reasonably necessary in connection with any claim, action, litigation or other proceeding involving
the party requesting access to such Records or in connection with any legal obligation owed by such
party to any present or former depositor or other customer, subject to confidentiality
requirements. All Records, whether held by Purchaser or Seller, shall be maintained for such
periods as are required by law, unless the parties shall agree in writing to a longer period.
Between the date hereof and the Closing Date, Purchaser and Seller shall use their reasonable best
efforts to develop policies and procedures to be followed by each party in connection with any
request by Purchaser, following the Closing Date, for Seller to provide it with Records retained by
Seller following the Closing.




     (b) Each party agrees that any records or documents that come into its possession as a result
of the transactions contemplated by this Agreement, to the extent relating to the other party’s
business and not relating to the Assets and Liabilities (which becomes the property of the
Purchaser), shall remain the property of the other party, and shall, upon the other party’s request
from time to time and as it may elect in its sole discretion, be returned to the other party or
destroyed, and each party agrees not to make any use of such records or documents and to keep such
records and documents confidential in accordance with Section 7.2(b).



     4.7 Interest Reporting and Withholding. (a) Unless otherwise agreed to by the
parties, Seller will report to applicable taxing authorities and holders of Deposits, with respect
to the period from January 1 of the year in which the Closing occurs through the Closing Date, all
interest (including dividends and other distributions with respect to money market accounts)
credited to, withheld from and any early withdrawal penalties imposed upon the Deposits. Purchaser
will report to the applicable taxing authorities and holders of Deposits, with respect to all
periods from the day after the Closing Date, all such interest credited to, withheld from and any
early withdrawal penalties imposed upon the Deposits. Any amounts required by any governmental
agencies to be withheld from any of the Deposits through the Closing Date will be withheld by
Seller in accordance with applicable law or appropriate notice from any governmental agency and
will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any
such withholding required to be made subsequent to the Closing Date will be withheld by Purchaser
in accordance with applicable law or appropriate notice from any governmental agency and will be
remitted by Purchaser to the appropriate agency on or prior to the applicable due date.



          (b) Unless otherwise agreed by the parties, Seller shall be responsible for delivering to
payees all IRS notices with respect to information reporting and tax identification numbers
required to be delivered through the Closing Date with respect to the Deposits, and Purchaser shall
be responsible for delivering to payees all such notices required to be delivered following the
Closing Date with respect to the Deposits.




     4.8 Negotiable Instruments. Seller will remove any supply of Seller’s money orders,
official checks, gift checks, travelers’ checks or any other negotiable instruments located at each
of the Branches on the Closing Date.



     4.9 ATM/Debit Cards; POS Cards. Seller will provide Purchaser with a list of ATM
access/debit cards and Point-of-Sale
(“POS”) cards issued by Seller to depositors of any Deposits, and a record thereof in
a format reasonably agreed to by the parties containing all



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addresses therefor, as soon as
practicable and in no event later than forty-five (45) Business Days after the date of this
Agreement. At or promptly after the Closing, Seller will provide Purchaser with a revised record
through the Closing. In instances where a depositor of a Deposit made an assertion of error
regarding an account pursuant to the Electronic Funds Transfer Act and Federal Reserve Board
Regulation E, and Seller, prior to the Closing, recredited the disputed amount to the relevant
account during the conduct of the error investigation, Purchaser agrees to comply with a written
request from Seller to debit such account in a stated amount and remit such amount to Seller, to
the extent of the balance of funds available in the accounts. Seller agrees to indemnify Purchaser
for any claims or losses that Purchaser may incur as a result of complying with such request from
Seller. Seller will not be required to disclose to Purchaser customers’ PINs or algorithms or
logic used to generate PINs. Purchaser shall reissue ATM access/debit cards to depositors of any
Deposits not earlier than forty-five (45) Business Days nor later than ten (10) Business Days prior
to the Closing Date, which cards shall be effective as of 11:59 p.m. New Jersey time on the Closing
Date. Purchaser and Seller agree to settle any and all ATM transactions and POS transactions
effected on or before 11:59 p.m. New Jersey time on the Closing Date, but processed after the
Closing Date, as soon as practicable. In addition, Purchaser assumes responsibility for and agrees
to pay on presentation all POS transactions initiated before or after the Closing with POS cards
issued by Seller to access Transaction Accounts.




     4.10 Data Processing Conversion for the Branches and Handling of Certain Items. (a)
The parties shall use their reasonable best efforts to have the conversion of the data processing
with respect to the Branches and the Assets and Liabilities completed on the Closing Date. If the
data processing conversion does not occur on the Closing Date, the parties shall cooperate with
each other (and with their respective third party processors) in order to have the data processing
conversion occur as soon a practicable following the Closing Date. Seller and Purchaser agree to
cooperate to facilitate the orderly transfer of data processing information in connection with the
P&A Transaction. Within ten (10) Business days of the date of this Agreement, Purchaser and/or its
representatives shall be permitted access (subject to the provisions of Section 7.2(a)) to review
each Branch for the purpose of installing automated equipment for use by Branch personnel.
Following the receipt of all Regulatory Approvals (except for the expiration of statutory waiting
periods), but in no event later than forty-five (45) Business Days prior to the Closing Date,
Purchaser shall be permitted, at its expense, to install and test communication lines, both
internal and external, from each site and prepare for the installation of automated equipment on
the Closing Date.



          (b) As soon as practicable and in no event more than three (3) Business Days after the Closing
Date, Purchaser shall mail to each depositor in respect of a Transaction Account (i) a letter
approved by Seller requesting that such depositor promptly cease writing Seller’s drafts against
such Transaction Account and (ii) new drafts which such depositor may draw upon Purchaser against
such Transaction Accounts. Purchaser shall use its reasonable best efforts to cause these
depositors to begin using such drafts and cease using drafts bearing Seller’s name. The parties
hereto shall use their reasonable best efforts to develop procedures that cause Seller’s drafts
against Transaction Accounts received after the Closing Date to be cleared through Purchaser’s
then-current clearing procedures. During the sixty (60) Business Day period after
the Closing Date, if it is not possible to clear Transaction Account drafts through
Purchaser’s then-current clearing procedures, Seller shall make available to Purchaser as soon as
practicable


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but in no event more than three (3) Business Days after receipt all Transaction Account
drafts drawn against Transaction Accounts. Seller shall have no obligation to pay such forwarded
Transaction Account drafts. Upon the expiration of such sixty (60) Business Day period, Seller
shall cease forwarding drafts against Transaction Accounts. Seller shall be compensated for its
processing of the drafts and for other services rendered to Purchaser during the sixty (60)
Business Day period following the Closing Date.




          (c) Any items that were credited for deposit to or cashed against a Deposit prior to the
Closing and are returned unpaid on or within forty-five (45) Business Days after the Closing Date
(“Returned Items”) will be handled as set forth herein. Except as set forth below,
Returned Items shall be the responsibility of Seller. If depositor’s bank account at Seller is
charged for the Returned Item, Seller shall forward such Returned Item to Purchaser. If upon
Purchaser’s receipt of such Returned Item there are sufficient funds in the Deposit to which such
Returned Item was credited or any other Deposit transferred at the Closing standing in the name of
the party liable for such Returned Item, Purchaser will debit any or all of such Deposits an amount
equal in the aggregate to the Returned Item, and shall repay that amount to Seller. If there are
not sufficient funds in the Deposit because of Purchaser’s failure to honor holds placed on such
Deposit, Purchaser shall repay the amount of such Returned Item to Seller. Any items that were
credited for deposit to or cashed against an account at the Branches to be transferred at the
Closing prior to the Closing and are returned unpaid more than forty-five (45) Business Days after
the Closing will be the responsibility of Seller.




          (d) During the forty-five (45) Business-day period after the Closing Date, any deposits or
other payments received by Purchaser in error shall be returned to Seller within two (2) Business
Days of receipt by Purchaser.




          (e) Prior to the Closing Date, Purchaser will open and maintain one demand deposit account
with Seller, to be used for settlement activity following the Closing Date. Seller will provide
Purchaser with a daily statement for this account. Purchaser will be responsible for initiating
all funding and draw-down activity against this account. The Purchaser will ensure that all debit
(negative) balances are funded no later than one day following the day the account went into a
negative status. Activity that will be settled through these accounts will include but not be
limited to: items drawn on a Deposit but presented to Seller for payment, ACH transactions, Direct
Debit transactions and Returned Items.




     4.11 Employee Training. Seller and Purchaser shall agree to mutually acceptable terms and
conditions under which Purchaser shall be permitted to provide training to Seller’s employees at
the Branches who are reasonably anticipated to become Transferred Employees. Any such training
will be conducted in a manner that will not interfere with the business activities of the Branches.
Purchaser shall reimburse Seller for the additional time spent by, and all related, reasonable
travel expenses incurred by, any such prospective Transferred Employee in connection with such
training activities to the extent such time and expenses would not have been spent or incurred by
such prospective Transferred Employee but for such training activities. Such training activities
may take place, as mutually agreed by the parties, at a Branch or off-site.



     4.12 Post-Closing Obligations. Notwithstanding anything to the contrary set forth in
this Article 4, any and all actions to be taken by Seller under this Article 4 commencing on the



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date immediately following the Closing Date may be taken by Seller, its successors or assigns, or
any third party designated by Seller or its successors or assigns.



     4.13 Non-Disclosure and Confidentiality Agreements. Purchaser, on the one hand, and
Seller or its successors or assigns, on the other hand, agree to cooperate and enter into any
Non-Disclosure and Confidentiality Agreement that the other party may reasonably request with
respect to books, records, contracts, documents, files and other information relating to
transitional matters to be provided under this Article 4.



ARTICLE 5




REPRESENTATIONS AND WARRANTIES OF SELLER



     Seller represents and warrants to Purchaser as follows, except as set forth in the Seller
Disclosure Schedule:



     5.1 Corporate Organization and Authority. Seller is a national banking association,
duly organized and validly existing under the laws of the United States, and has the requisite
power and authority to conduct the business now being conducted at the Branches. Seller has the
requisite corporate power and authority and has taken all corporate action necessary in order to
execute and deliver this Agreement and to consummate the transactions contemplated hereby. This
Agreement is a valid and binding agreement of Seller enforceable against Seller in accordance with
its terms subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or affecting
creditors’ rights and to general equity principles.



     5.2 No Conflicts. The execution, delivery and performance of this Agreement by Seller
does not, and will not, (i) violate any provision of its articles of association or by-laws or (ii)
subject to Regulatory Approvals, violate or constitute a breach of, or default under, any law,
rule, regulation, judgment, decree, ruling or order of any court, government or governmental agency
to which Seller is subject or any agreement or instrument of Seller, or to which Seller is subject
or by which Seller is otherwise bound, which violation, breach, contravention or default referred
to in this clause (ii), individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect (assuming the receipt of any required consents of lessors under the Branch
Leases in respect of the transactions herein contemplated). Except as would not individually or in
the aggregate be reasonably expected to have a Material Adverse Effect, Seller has all material
licenses, franchises, permits, certificates of public convenience, orders and other authorizations
of all federal, state and local governments and governmental authorities necessary for the lawful
conduct of its business at each of the Branches as now conducted and, all such licenses,
franchises, permits, certificates of public convenience, orders and other authorizations, are valid
and in good standing and, to
Seller’s Knowledge, are not subject to any suspension, modification or revocation or
proceedings related thereto.



     5.3 Approvals and Consents. Other than Regulatory Approvals or as otherwise disclosed
in writing to Purchaser by Seller prior to the date hereof, no notices, reports or other filings
are required to be made by Seller with, nor are any consents, registrations, approvals, permits or
authorizations required to be obtained by Seller from, any governmental or regulatory



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authorities
of the United States or the several States in connection with the execution and delivery of this
Agreement by Seller and the consummation of the transactions contemplated hereby by Seller, the
failure to make or obtain any or all of which, individually or in the aggregate, would reasonably
be expected to have a Material Adverse Effect.



     5.4 Leases. Each Branch Lease is the valid and binding obligation of Seller, and to
Seller’s Knowledge, of each other party thereto; and there does not exist with respect to Seller’s
obligations thereunder, or, to Seller’s Knowledge, with respect to the obligations of the lessor
thereof, any material default, or event or condition which constitutes or, after notice or passage
of time or both, would constitute a material default on the part of Seller or the lessor or
sublessee, as applicable, under any such Branch Lease or Tenant Sublease. As used in this Section
5.4, the term “lessor” includes any sub-lessor of the property to Seller. The Branch Leases give
Seller the right to occupy the building and land comprising the related Branch as described in such
respective Branch Lease. Except as set forth on Section 5.4 of the Seller Disclosure Schedule,
there are no subleases relating to any Branch created or suffered to exist by Seller, or to
Seller’s Knowledge, created or suffered to exist by any other person.



     5.5 Undisclosed Liabilities. Other than the Liabilities, there are no material
obligations or liabilities of Seller relating to the Branches. Seller has not promised retiree
health or retiree medical benefits to the Branch Employees.



     5.6 Regulatory Matters. (a) Except as set forth on Section 5.6(a) of the Seller
Disclosure Schedule, there are no pending or, to Seller’s Knowledge, threatened disputes or
controversies between Seller and any federal, state or local governmental agency or authority that,
individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.



          (b) Neither Seller nor any of its Affiliates has received any indication from any federal or
state governmental agency or authority that such agency would oppose or refuse to grant a
Regulatory Approval.




          (c) Except as set forth on Section 5.6(c) of the Seller Disclosure Schedule, neither Seller
nor any of its Affiliates is a party to any written order, decree, agreement or memorandum of
understanding with, or commitment letter or similar submission to, any federal or state regulatory
agency or authority charged with the supervision or regulation of depository institutions, nor has
any of them been advised by any such agency or authority that it is contemplating issuing or
requesting any such order, decree, agreement, memorandum of
understanding, commitment letter or submission, in each case which, individually or in the
aggregate, would reasonably be expected to have a Material Adverse Effect.




     5.7 Compliance with Laws. The banking business of the Branches has been conducted in
compliance with all federal, state and local laws, regulations and ordinances applicable thereto,
except for such instances of noncompliance which, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect.



     5.8 Records. The Records respecting the operations of the Branches and the Assets and
Liabilities accurately reflect in all material respects as of their respective dates the net book



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value of the Assets and Liabilities being transferred to Purchaser hereunder. The Records include
all material customary Branch, customer and customer-related information reasonably necessary to
service the Deposits on an ongoing basis, and to otherwise operate the business being acquired
under this Agreement in substantially the manner currently operated by Seller.



     5.9 Title to Assets. Subject to the terms and conditions of this Agreement, on the
Closing Date Purchaser will acquire good and marketable title to all of the material Assets, free
and clear of any Encumbrances.



     5.10 Deposits. All of the Deposit accounts have been administered and originated, in
compliance in all material respects with the documents governing the relevant type of Deposit
account and all applicable laws. The Deposit accounts are insured by the FDIC through the Deposit
Insurance Fund to the fullest extent permitted by law, and all premiums and assessments required to
be paid in connection therewith have been paid when due.



     5.11 Environmental Laws; Hazardous Substances. Except as would not, individually or
in the aggregate, have a Material Adverse Effect, each of the Branches:




	 	(i)	 	to Seller’s Knowledge, is and has been operated by Seller in
compliance with all applicable Environmental Laws;
	 
	 	(ii)	 	is not the subject of any written notice from any governmental
authority or other person alleging the violation of, or liability under, any
applicable Environmental Laws;
	 
	 	(iii)	 	is not currently subject to any court order, administrative
order or decree arising under any applicable Environmental Law;
	 
	 	(iv)	 	to Seller’s Knowledge, has not been used for the disposal of
Hazardous Substances and is not contaminated with any Hazardous Substances
requiring remediation or response under any applicable Environmental Law; and
	 
	 	(v)	 	to Seller’s Knowledge, has not had any releases, emissions, or
discharges of Hazardous Substances except as permitted under applicable
Environmental Laws.





     5.12 Purchased Loans. (a)(i) Each Purchased Loan represents the legal, valid and
binding obligation of the related borrower, enforceable by the holder thereof in accordance with
its terms subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization,
liquidation and other similar laws and equitable principles relating to or affecting the
enforcement of creditors’ rights generally.




	 	(ii)	 	Each Purchased Loan (A) was originated or purchased by Seller
and (B) to the extent secured, is secured by a valid and enforceable Lien in
the collateral therefor, which Lien is assignable.




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	 	(iii)	 	Each Purchased Loan complied at the time the Purchased Loan
was originated in all material respects with all applicable requirements of
applicable federal, state, and local laws, and regulations thereunder.





          (b) Except as set forth in this Section 5.12, Seller has not made, is not making and shall not
be deemed to have made, any representation as to the collectability of any Purchased Loan or as to
the creditworthiness, credit history, or financial condition of any primary or secondary obligor
under any Purchased Loan, or any guarantor or surety thereof, in this Agreement or any agreement,
instrument or other document executed in connection with any of the transactions contemplated
hereby or provided or prepared pursuant hereto or in connection with any of the transactions
contemplated hereby.




     5.13 Brokers’ Fees. Seller has not employed any broker or finder or incurred any
liability for any brokerage fees, commission or finders’ fees in connection with the transactions
contemplated by this Agreement, except for the fees and commissions of Keefe, Bruyette & Woods,
Inc. and Millennium bcp Investimento, S.A., for which Seller shall be solely liable.



     5.14 Employees. Except as set forth on Section 5.14 of the Seller Disclosure
Schedule, none of the Branch Employees is a party to any collective bargaining, employment,
severance, termination or change of control agreement or represented by a labor organization of any
type other than the established terms of employment and severance policies of Seller or its
Affiliates. Seller is unaware of any efforts during the past three (3) years to unionize or
organize the employees of the Branches.



     5.15 Parent Approval. This Agreement, and the transactions contained herein, have
been approved by Parent as the sole shareholder of Seller.



     5.16 Limitations on Representations and Warranties. Except for the representations
and warranties specifically set forth in this Agreement, neither Seller nor any of its agents,
Affiliates or representatives, nor any other person, makes or shall be deemed to make any
representation or warranty to Purchaser, express or implied, at law or in equity, with respect to
the transactions
contemplated hereby and Seller hereby disclaims any such representation or warranty whether by
Seller or any of its officers, directors, employees, agents or representatives or any other person



ARTICLE 6




REPRESENTATIONS AND WARRANTIES OF PURCHASER



     Purchaser represents and warrants to Seller as follows:



     6.1 Corporate Organization and Authority. Purchaser is a stock savings bank, duly
organized and validly existing under the laws of New Jersey and has the requisite power and
authority to conduct the business conducted at the Branches substantially as currently conducted by
Seller. Purchaser has the requisite corporate power and authority and has taken all corporate
action necessary in order to execute and deliver this Agreement and to consummate the transactions
contemplated hereby. This Agreement is a valid and binding agreement of Purchaser enforceable
against Purchaser in accordance with its terms subject, as to enforcement,



-25-









 







to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity principles.



     6.2 No Conflicts. The execution, delivery and performance of this Agreement by
Purchaser does not, and will not, (i) violate any provision of its charter or by-laws or (ii)
subject to Regulatory Approvals, violate or constitute a breach of, or default under, any law,
rule, regulation, judgment, decree, ruling or order of any court, government or governmental
authority to which Purchaser is subject or any agreement or instrument of Purchaser, or to which
Purchaser is subject or by which Purchaser is otherwise bound, which violation, breach,
contravention or default referred to in this clause (ii), individually or in the aggregate, would
be reasonably expected to have a Material Adverse Effect.



     6.3 Approvals and Consents. Other than Regulatory Approvals, no notices, reports or
other filings are required to be made by Purchaser with, nor are any consents, registrations,
approvals, permits or authorizations required to be obtained by Purchaser from, any governmental or
regulatory authorities of the United States or the several States in connection with the execution
and delivery of this Agreement by Purchaser and the consummation of the transactions contemplated
hereby by Purchaser, the failure to make or obtain any or all of which, individually or in the
aggregate, would be reasonably expected to have a Material Adverse Effect.



     6.4 Regulatory Matters. (a) There are no pending or, to Purchaser’s Knowledge,
threatened disputes or controversies between Purchaser and any federal, state or local governmental
agency or authority that, individually or in the aggregate, would be reasonably expected to have a
Material Adverse Effect.



          (b) Neither Purchaser nor any of its Affiliates has received any indication from any federal
or state governmental agency or authority that such agency would oppose or refuse to grant a
Regulatory Approval.




          (c) Neither Purchaser nor any of its Affiliates is a party to any written order, decree,
agreement or memorandum of understanding with, or commitment letter or similar submission to, any
federal or state regulatory agency or authority charged with the supervision or regulation of
depository institutions, nor has Purchaser been advised by any such agency or authority that it is
contemplating issuing or requesting any such order, decree, agreement, memorandum of understanding,
commitment letter or submission, in each case which, individually or in the aggregate, would be
reasonably expected to have a Material Adverse Effect.




          (d) Purchaser is authorized to hold Deposits that are insured by the FDIC through the Deposit
Insurance Fund to the extent permitted by law, and all premiums and assessments required to be paid
in connection therewith have been paid when due. Purchaser is, and on a pro forma basis giving
effect to the P&A Transaction, will be, (i) at least “well capitalized”, as defined for purposes of
the tests used by the FDIC to evaluate the capital of a New Jersey state-chartered savings bank,
and (ii) in compliance with all capital requirements, standards and ratios required by each state
or federal bank regulator with jurisdiction over Purchaser, including, without limitation, any such
higher requirement, standard or ratio as shall


-26-









 







 apply to institutions engaging in the acquisition of
insured institution deposits, assets or branches, and no such regulator is likely to, or has
indicated that it may, condition any of the Regulatory Approvals upon an increase in Purchaser’s
capital or compliance with any capital requirement, standard or ratio.




          (e) Purchaser has no reason to believe that it will be required to divest deposit liabilities
or branches as a condition to the receipt of any of the Regulatory Approvals.




          (f) Each of the subsidiaries or Affiliates of Purchaser that is an insured depository
institution was rated “Satisfactory” or “Outstanding” following its most recent Community
Reinvestment Act examination by the regulatory agency responsible for its supervision. Purchaser
has received no notice of and has no knowledge of any planned or threatened objection by any
community group to the transactions contemplated hereby.




     6.5 Litigation and Undisclosed Liabilities. There are no actions, suits or
proceedings pending or, to Purchaser’s Knowledge, threatened against Purchaser, or obligations or
liabilities (whether or not accrued, contingent or otherwise) or, to Purchaser’s Knowledge, facts
or circumstances that could reasonably be expected to result in any claims against or obligations
or liabilities of Purchaser that, individually or in the aggregate, would have a Material Adverse
Effect



     6.6 Financing to be Available. Purchaser’s ability to consummate the transactions
contemplated by this Agreement is not contingent on raising any equity capital, obtaining financing
therefor, consent of any lender or any other matter relating to funding the P&A Transaction.



     6.7 Brokers’ Fees. Purchaser has not employed any broker or finder or incurred any
liability for any brokerage fees, commission or finders’ fees in connection with the transactions
contemplated by this Agreement, except for fees and commissions for which Purchaser shall be solely
liable.



     6.8 Limitations on Representations and Warranties. Except for the representations and
warranties specifically set forth in this Agreement, neither Purchaser nor any of its agents,
Affiliates or representatives, nor any other person, makes or shall be deemed to make any
representation or warranty to Seller, express or implied, at law or in equity, with respect to the
transactions contemplated hereby and Purchaser hereby disclaims any such representation or warranty
whether by Purchaser or any of its officers, directors, employees, agents or representatives or any
other person.



ARTICLE 7




COVENANTS OF THE PARTIES



     7.1 Activity in the Ordinary Course. Until the Closing Date, except (i) as may be
required by a Regulatory Authority or applicable law, (ii) as set forth in Section 7.1 of the
Seller Disclosure Schedule or (iii) as contemplated hereby, (a) Seller shall conduct the business
of the Branches (including, without limitation, filling open positions at the Branches but
excluding job posting in the Branches for open positions at other offices of Seller or its
Affiliates) in the



-27-









 







ordinary and usual course of business consistent with past practice and (b)
Seller shall not, without the prior written consent of Purchaser, which consent shall not be
unreasonably withheld, conditioned or delayed:




	 	(i)	 	Increase or agree to increase the salary, remuneration or
compensation of any employee at any Branch other than in accordance with
Seller’s existing customary policies generally applicable to employees having
similar rank or duties or as required by contractual commitments outstanding on
the date hereof, or pay or agree to pay any uncommitted bonus to any employee
at any Branch other than regular bonuses granted in the ordinary course of
Seller’s business, or, other than in the ordinary course of business consistent
with past practice, transfer any employee at any Branch (other than any
employees at any Branch who do not become Transferred Employees) to another
branch or office of Seller or any of its Affiliates, other than temporary
assignments of a fill-in nature in the ordinary course of business;
	 
	 	(ii)	 	Transfer to or from any Branch to or from any of Seller’s other
operations or branches any material Assets or any Deposits, except (A) in the
ordinary course of business or as contemplated by this Agreement, (B) upon the
unsolicited request of a depositor customer, or (C) if such Deposit is pledged
as security for a loan or other obligation of Seller;
	 
	 	(iii)	 	Sell, transfer, assign, encumber or otherwise dispose of or
enter into any contract, agreement or understanding to sell, transfer, assign,
encumber or dispose of any of the Assets existing on the date hereof, except in
the ordinary course of business consistent with past practice;
	 
	 	(iv)	 	Make or agree to make any material improvements to the
Branches, except with respect to commitments for such made on or before the
date of this Agreement, as set forth in Section 7.1(iv) of the Seller
Disclosure Schedule, and normal maintenance or refurbishing purchased or made
in the ordinary course of business;
	 
	 	(v)	 	File any application or give any notice to relocate or close
any Branch or relocate or close any Branch;
	 
	 	(vi)	 	Amend, terminate or extend in any material respect any Branch
Lease or Tenant Sublease; provided, however, Seller may extend any Branch Lease
or Tenant Sublease if, in its reasonable business judgment, and after
consultation with Purchaser, Seller determines such extension is necessary to
deliver the Branch on the Closing Date as a fully operative branch banking
operation;
	 
	 	(vii)	 	Except as permitted by this Section 7.1, knowingly take, or
knowingly permit its Affiliates to take, any action impairing Purchaser’s
rights in any Deposit or Asset,




-28-









 












	 	(viii)	 	Make any material change to its customary policies for setting rates on
deposits offered at the Branches, except as may be required by applicable law;
or
	 
	 	(ix)	 	Agree with, or commit to, any person to do any of the things
described in clauses (i) through (viii) except as contemplated hereby.





     7.2 Access and Confidentiality. (a) Until the Closing Date, Seller shall afford to
Purchaser and its officers and authorized agents and representatives reasonable access during
normal operating hours to the properties, books, records, contracts, documents, files and other
information of or relating to the Assets and Liabilities. Purchaser and Seller each will identify
to the other, within ten (10) calendar days after the date hereof, a selected group of their
respective salaried personnel that shall constitute a “transition group” who will be available to
Seller and Purchaser, respectively, at reasonable times (limited to normal operating hours) to
provide information and assistance in connection with Purchaser’s investigation of matters relating
to the Assets and Liabilities. Such transition group will also work cooperatively to identify and
resolve issues arising from any commingling of Seller’s records with respect to the Branches with
Seller’s records for its other branches and operations not subject to this Agreement. Seller shall
furnish Purchaser with such additional financial and operating data and other information about its
business operations at the Branches as may be reasonably necessary for the orderly transfer of the
business operations of the Branches and for purposes of enabling Purchaser to comply with its
securities law disclosure
obligations. Any investigation pursuant to this Section 7.2(a) shall be conducted in such
manner as not to interfere unreasonably with the conduct of Seller’s business. Notwithstanding the
foregoing, Seller shall not be required to provide access to or disclose information where such
access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller or
would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or
contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement
entered into prior to the date of this Agreement. The parties hereto shall use reasonable best
efforts to make appropriate substitute disclosure arrangements under circumstances in which the
restrictions of the preceding sentence apply.



          (b) Each party to this Agreement shall hold, and shall cause its respective directors,
officers, employees, agents, consultants and advisors to hold, in strict confidence, except to the
extent necessary to discharge obligations pursuant to Section 7.3 or unless compelled to disclose
by judicial or administrative process or, based on the advice of its counsel, by other requirements
of law or the applicable requirements of any regulatory agency or relevant stock exchange, all
non-public records, books, contracts, instruments, computer data and other data and information
(collectively, “Information”) concerning the other party (or, if required under a contract
with a third party, such third party) furnished to it by such other party or its representatives
pursuant to this Agreement (except to the extent that such information can be shown to have been
(i) previously known by such party on a non-confidential basis, (ii) in the public domain through
no fault of such party or (iii) later lawfully acquired from other sources by the party to which it
was furnished), and neither party shall release or disclose such Information to any other person,
except its auditors, attorneys, financial advisors, bankers, other consultants and advisors and, to
the extent permitted above, any Regulatory Authority. Without limiting the foregoing, Purchaser
may meet with Branch Employees and any other employees of Seller, promptly following execution of
this Agreement and through the Closing to discuss


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employment retention and other employment related
matters at mutually agreeable times and so long as such meetings do not interfere unreasonably with
the conduct of Seller’s business. Seller shall be provided with a copy of any written offers of
employment made by Purchaser to any employee of Seller promptly after such offer of employment is
made.




     7.3 Regulatory Approvals. As soon as practicable and in no event later than fifteen
(15) Business Days after the date of this Agreement, and assuming the full and timely cooperation
and assistance of Seller, Purchaser and Seller shall prepare and file any applications, notices and
filing required in order to obtain the Regulatory Approvals. Purchaser and Seller shall use
commercially reasonable efforts to obtain each such approval as promptly as reasonably practicable
and to the extent best possible in order to permit the Closing to occur not later than September
30, 2010. Purchaser and Seller will use commercially reasonable efforts to cooperate in connection
therewith (including the furnishing of any information and any reasonable undertaking or
commitments which may be required to obtain the Regulatory Approvals). Each party will provide the
other with copies of any applications and all correspondence relating thereto prior to filing,
other than material filed in connection therewith under a claim of confidentiality. If any
Regulatory Authority shall require the modification of any of the terms and provisions of this
Agreement as a condition to granting any Regulatory Approval, the parties hereto will negotiate in
good faith to seek a mutually agreeable adjustment to the terms of the transaction contemplated
hereby, such agreement not to be unreasonably withheld, conditioned or delayed.



     7.4 Consents. (a) Each of Seller and Purchaser agrees to use commercially
reasonable efforts to obtain from lessors under Branch Leases and any other parties the consent of
which is required in order to assign or transfer any Asset or Deposit to Purchaser on the Closing
Date, any required consents to such assignment or transfer to Purchaser on the Closing Date and any
release of Seller by such lessors from any and all obligations and liabilities pursuant to the
Branch Leases; provided that in the case of any Branch Lease, if any consent set forth in this
Section 7.4(a) is not obtained, notwithstanding Seller’s and Purchaser’s use of commercially
reasonable efforts as required hereunder, the parties may take such actions as specified in
Purchaser Disclosure Schedule 7.4(a) with respect to such Branch Lease; provided, further, that (i)
each of Seller and Purchaser shall not be obligated to incur any monetary obligations or
expenditures to the parties whose consent is requested in connection with the utilization of its
commercially reasonable efforts to obtain any such required consents and releases.



          (b) Seller will use commercially reasonable efforts to procure estoppel certificates
substantially in the form of Schedule 7.4(b)-1 attached hereto, from each lessor under Branch
Leases and in the form of Schedule 7.4(b)-2 from each subtenant under Tenant Leases, which
certificates shall be at the expense of the Purchaser; provided that in the case of any Branch
Lease, if any estoppel certificate as set forth in this Section 7.4(b)-1 is not obtained,
notwithstanding Seller’s use of commercially reasonable efforts as required hereunder, the parties
may take such actions as specified in Purchaser Disclosure Schedule 7.4(b) with respect to such
Branch Lease; provided, further, that Seller shall not be obligated to incur any monetary
obligations or expenditures to lessors or subtenants in connection with the utilization of its
commercially reasonable efforts to obtain such estoppel certificates.





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          (c) Seller will use its commercially reasonable efforts to procure non disturbance agreements
from any mortgage lender holding a mortgage lien on any real property at which a Branch Lease is
operated, substantially in the form of Schedule 7.4(c) hereto; provided, however, Seller shall not
be obligated to incur any monetary obligations or expenditures to mortgage lenders in connection
with the utilization of its commercially reasonable efforts to obtain such non disturbance
agreements.




          (d) Purchaser and Seller agree to use commercially reasonable efforts to enter into a sublease
for a period of six months after the Closing covering the ground floor of premises located at 267
Lafayette Street, Newark, New Jersey 07105.




     7.5 Efforts to Consummate; Further Assurances. (a) Purchaser and Seller agree to
use reasonable best efforts to satisfy or cause to be satisfied as soon as practicable their
respective obligations hereunder and the conditions precedent to the Closing.



          (b) From time to time following the Closing, at Purchaser’s request and expense, Seller will
duly execute and deliver such assignments, bills of sale, deeds, acknowledgments and other
instruments of conveyance and transfer as shall be necessary or appropriate to vest in Purchaser
the full legal and equitable title to the Assets.




          (c) Subject to Section 4.2, on and after the Closing Date, each party will promptly deliver to
the other all mail and other communications properly addressable or deliverable to the other as a
consequence of the P&A Transaction; and without limitation of the foregoing, on and after the
Closing Date, Seller shall promptly forward any mail, communications or other material relating to
the Deposits or the Assets transferred on the Closing Date, including, but not limited to, that
portion of any IRS “B” tapes that relates to such Deposits, to such employees of Purchaser at such
addresses as may from time to time be specified by Purchaser in writing.




          (d) The costs incurred by a party in performing its obligations to the other (x) under
Sections 7.5(a) and (c) shall be borne by the initial recipient and (y) otherwise under this
Section 7.5 shall be borne by Purchaser.




     7.6 Solicitation of Accounts. (a) For a period of forty-eight (48) months following
the Closing Date, Seller, Parent and BCP agree that it and its Affiliates shall not offer financial
services and products to any Customer, provided, however, that nothing in this Section 7.6 shall
prohibit (i) Seller from communicating in the normal course of business with Customers whom Seller
maintains a loan or other credit relationship following the Closing and (ii) BCP and its Affiliates
from communicating in the normal course of business with Customers with respect to (1) banking or
financial services activities outside of the United States and (2) remittance services pursuant to
the Remittance Processing Agreement or otherwise. Without limiting the foregoing, Seller and its
Affiliates will not use confidential information contained in Branch customer information files to
solicit financial services business, including deposits and other financial products, from any
Customer, provided, however, that nothing in this Section 7.6 shall prohibit (i) Seller from
communicating in the normal course of business with Customers whom Seller maintains a loan or other
credit relationship following the Closing and (ii) BCP from communicating in the normal course of
business with Customers with respect to (1) banking or



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financial services activities outside of the
United States and (2) remittance services pursuant to the Remittance Processing Agreement or
otherwise. For a period of forty eight (48) months following the Closing Date, neither Seller,
Parent or BCP, nor any of their affiliates, shall establish or operate a branch office in New
Jersey, New York or Massachusetts, except that (i) nothing in this section 7.6 shall limit or
prohibit the Seller, Parent or BCP from providing investment banking services to its customers or
Customers so long as such services do not require BCP to establish or operate a branch office in
New Jersey, New York or Massachusetts, (ii) Seller shall be permitted to maintain a main office in
New Jersey until such time that Seller completes the liquidation process for national banks
pursuant to the rules and regulations of the OCC, (iii) Seller or its Affiliates shall be permitted
to maintain an office for the administration of its business, including, without limitation, the
collection of loans other than the Purchased Loans and (iv) in the event Purchaser does not operate
any of the Branches in Massachusetts, BCP shall be permitted to open and maintain a representative
office in Massachusetts. Notwithstanding the foregoing, the provisions in this Section 7.6(a)
shall not apply to Seller or BCP or their respective successors or assigns if Seller or BCP is
acquired in a merger, stock sale or asset sale transaction with a third-party.



          (b) Prior to the Closing Date, Purchaser agrees that it will not attempt to solicit Branch
Customers through advertising nor transact its business in a way which would induce such Customers
to close any account and open accounts directly with Purchaser or would
otherwise result in a transfer of all or a portion of an existing account from Seller to
Purchaser or its Affiliates. Notwithstanding the foregoing sentence, Purchaser and its Affiliates
shall be permitted to (i) engage in advertising, solicitations or marketing campaigns not directed
to or targeted at such Customers, (ii) engage in lending, deposit, safe deposit, trust or other
financial services relationships existing as of the date hereof with such Customers through other
branch offices of Purchaser, (iii) respond to unsolicited inquiries by such Customers with respect
to banking or other financial services, and (iv) provide notices or communications relating to the
transactions contemplated hereby in accordance with the provisions hereof.




     7.7 Insurance. Seller will maintain in effect until the Closing Date all casualty and
public liability policies relating to the Branches and maintained by Seller on the date hereof or
to procure comparable replacement coverage and maintain such policies or replacement coverage in
effect until the Closing Date. Purchaser shall provide all casualty and public liability insurance
for the Branches after the Closing Date.



     7.8 Change of Name, Etc. Immediately after the Closing, Purchaser will (a) change the
name and logo on all documents and facilities relating to the Assets and the Liabilities to
Purchaser’s name and logo, (b) notify all persons whose Deposits or Safe Deposit Agreements are
transferred under this Agreement of the consummation of the transactions contemplated by this
Agreement, and (c) provide all appropriate notices to the FDIC and any other Regulatory Authorities
required as a result of the consummation of such transactions. Seller shall cooperate with any
commercially reasonable request of Purchaser directed to accomplish the removal of Seller’s signage
by Purchaser and the installation of Purchaser’s signage by Purchaser; provided, however, that (i)
all such removals and all such installations shall be at the expense of Purchaser, (ii) such
removals and installations shall be performed in such a manner that does not unreasonably interfere
with the normal business activities and operations of the Branches, (iii) such installed signage
shall comply with the applicable Branch Lease and all applicable zoning



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and permitting laws and
regulations, and (iv) such installed signage shall have, if necessary, received the prior approval
of the owner or landlord of the facility, and such installed signage shall be covered in such a way
as to make the Purchaser signage unreadable at all times prior to the Closing, but such cover shall
display the name and/or logo of Seller (or of its Affiliates) in a manner reasonably acceptable to
Seller. Purchaser agrees not to use any forms or other documents bearing Seller or any of its
Affiliates’ name or logo after the Closing without the prior written consent of Seller, and, if
such consent is given, Purchaser agrees that all such forms or other documents to which such
consent relates will be stamped or otherwise marked in such a way that identifies Purchaser as the
party using the form or other document.



ARTICLE 8




TAXES AND EMPLOYEES



     8.1 Tax Representations. Seller represents and warrants to Purchaser that, all
material Tax Returns with respect to the Assets, the Liabilities or the operation of the Branches
that are required to be filed (taking into account any extension of time within which to file)
before the Closing Date have been or will be duly filed, and all material Taxes shown to be due on
such Tax Returns have been or will be paid in full.



     8.2 Proration of Taxes. For purposes of this Agreement, in the case of any Straddle
Period, (1) Property Taxes for the Pre-Closing Tax Period shall be equal to the amount of such
Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is
the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the
denominator of which is the number of days in the entire Straddle Period, and (2) Taxes (other than
Property Taxes) for the Pre-Closing Tax Period shall be computed as if such taxable period ended as
of the close of business on the Closing Date.



     8.3 Sales and Transfer Taxes. Purchaser shall pay all transfer, recording, sales, use
(including all bulk sales Taxes) and other similar Taxes and fees (collectively, the “Transfer
Taxes”), that are payable or that arise as a result of the P&A Transaction, when due. The
party which has the primary obligation to do so under applicable Law shall file any Tax Return that
is required to be filed in respect of Transfer Taxes described in this Section 8.3, and the other
party shall cooperate with respect thereto as necessary. Purchaser shall indemnify and hold Seller
harmless from and against any such Taxes.



     8.4 Information Returns. At the Closing or as soon thereafter as is practicable,
Seller shall provide Purchaser with a list of all Deposits on which Seller is back-up withholding
as of the Closing Date.



     8.5 Payment of Amount Due under Article 8. Any payment by Seller to Purchaser, or to
Seller from Purchaser, under this Article 8 (other than payments required by Section 8.3) to the
extent due at the Closing may be offset against any payment due the other party at the Closing.
All subsequent payments under this Article 8 shall be made as soon as determinable and shall be
made and bear interest from the date due to the date of payment as provided in Section 3.3(c).




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     8.6 Assistance and Cooperation. After the Closing Date, each of Seller and
Purchaser shall:



          (a) Make available to the other and to any taxing authority as reasonably requested all
relevant information, records, and documents relating to Taxes with respect to the Assets, the
Liabilities, or the operation of the Branches;




          (b) Provide timely notice to the other in writing of any pending or proposed Tax audits (with
copies of all relevant correspondence received from any taxing authority in connection with any Tax
audit or information request) or Tax assessments with respect to the Assets, the Liabilities, or
the operation of the Branches for taxable periods for which the other may have a liability under
this Agreement; and




          (c) The party requesting assistance or cooperation shall bear the other party’s reasonable
out-of-pocket expenses in complying with such request to the extent that those expenses are
attributable to fees and other costs of unaffiliated third party service providers.




     8.7 Transferred Employees. (a) Purchaser shall hire each Branch Employee of Seller
on and as of the Closing Date. On and after the Closing Date, each Branch Employee employed by
Seller, as of the first day of such Branch Employee’s active employment with Purchaser or one of
its Affiliates, shall be defined as a “Transferred Employee” for purposes of this
Agreement. Each Transferred Employee’s employment with Seller shall cease as of the Closing Date.
Subject to the provisions of this Section 8.7, Transferred Employees shall be subject to the
employment terms, conditions and rules applicable to other similarly situated employees of
Purchaser. Nothing contained in this Agreement shall be construed as an employment contract
between Purchaser and any Transferred Employee. For a period of four years following the Closing
Date, neither BCP nor Seller shall, directly or through an affiliate or entity or otherwise, hire
any Transferred Employee for employment in the United States.



          (b) Each Transferred Employee shall be provided employment subject to the following terms and
conditions:





	 	(i)	 	Except as otherwise specifically provided herein, from and
after the Closing Date, each Transferred Employee shall be provided employee
benefits and compensation opportunities that are substantially equivalent to
those provided to similarly situated employees of the Purchaser in accordance
with the terms of Purchaser’s employee benefit plans commencing on the Closing
Date. Without limiting the generality of the foregoing, Purchaser shall
provide each Transferred Employee with credit for such Transferred Employee’s
period of service as recognized by Seller immediately prior to the Closing Date
(including any service credited from predecessors by merger or acquisition to
Seller) with respect to all of Purchaser’s employee benefit plans, practices
and policies (but not for accrual of benefits under any defined benefit pension
plan or post-retirement welfare benefit plan of the Purchaser), provided that
such service shall not be recognized to the extent such recognition would
result
in a duplication of benefits and provided that such credit for prior service





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	 	 	 	with Seller will not be provided with respect to the Purchaser’s employee
stock ownership plan.
	 
	 	(ii)	 	Each Transferred Employee shall be eligible to participate in
the medical, dental, or other welfare plans of Purchaser, as such plans may
exist, on and after the Closing Date. Purchaser shall not apply any
pre-existing conditions, waiting periods, or other similar limitations to the
Transferred Employees, except the extent that any of the same is applicable to
the employees of Purchaser.





          (c) Except as provided in this Section 8.7, Seller shall remain solely responsible for any and
all liabilities and obligations arising under the employee benefit plans (or associated assets and
liabilities) of Seller and its Affiliates with respect to service of the Transferred Employees
prior to the Closing Date, and Purchaser shall not assume or otherwise acquire any of the employee
benefit plans of Seller and its Affiliates. Seller shall pay, discharge, and be responsible for
(i) all salary and wages arising out of employment of each Transferred Employee through the Closing
Date , and (ii) any employee benefits (including, but not limited to, accrued vacation) arising
under Seller’s employee benefit plans and employee programs prior to the Closing Date, including
(x) benefits with respect to claims incurred prior to the Closing Date but reported after the
Closing Date and (y) severance, if any, payable to any Branch Employee solely as a result of the
cessation of such Branch Employee’s employment with Seller and its Affiliates pursuant to and in
accordance with the terms and conditions of the severance plan of Seller and its Affiliates
applicable to such Branch Employee as of immediately prior to the Closing Date. From and after the
Closing Date, Purchaser shall pay, discharge, and be responsible for all salary, wages, and
benefits arising out of or relating to the employment of each Transferred Employee by Purchaser
from and after the Closing Date, including, without limitation, all claims under Purchaser’s
welfare benefits plans incurred after the Closing Date. Claims are incurred as of the date
services are provided or disability payments are accrued, notwithstanding when the injury or
illness may have occurred. Seller shall be responsible for all retiree medical claims and benefits
under Seller’s retiree medical plans or programs with respect to the Transferred Employees and any
former Branch Employees, such that the Purchaser shall have no liability with respect to any
retiree medical plan maintained by Seller.




          (d) Nothing in this Agreement shall be construed to grant any Branch Employee a right to
continued employment by, or to receive any payments or benefits from, Purchaser or Seller or their
respective Affiliates or through any employee benefit plan. This Agreement shall not limit
Purchaser’s or Purchaser’s Affiliate’s ability or right to amend or terminate any benefit or
compensation plan or program of Purchaser or its Affiliates and nothing contained herein shall be
construed as an amendment to or modification of any such plan. This Section 8.7 shall be binding
upon and inure solely to the benefit of each party to this Agreement, and nothing in this Section
8.7, express or implied, is intended to confer upon any other person, including, any current or
former director, officer or employee of Seller or any of its Affiliates, any rights or remedies of
any nature whatsoever under or by reason of this Section 8.7.




          (e) Seller shall adopt appropriate retention incentives for critical employees, which
incentives shall be designed to encourage such employees to remain in the employ of
Seller through the Closing Date and/or the data processing conversion date. Upon written



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request by Purchaser, Seller shall provide documentation related to such retention incentives to
Purchaser.




ARTICLE 9




CONDITIONS TO CLOSING



     9.1 Conditions to Obligations of Purchaser. Unless waived in writing by Purchaser,
the obligation of Purchaser to consummate the P&A Transaction is conditioned upon satisfaction of
each of the following conditions:



          (a) Regulatory Approvals. The Regulatory Approvals shall have been made or obtained,
and shall remain in full force and effect, and all waiting periods applicable to the consummation
of the P&A Transaction shall have expired or been terminated.




          (b) Orders. No court or governmental authority of competent jurisdiction shall have
enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree,
injunction or other order (whether temporary, preliminary or permanent) (any of the foregoing, an
“Order”) which is in effect and which prohibits or makes illegal the consummation of the
P&A Transaction.




          (c) Representations and Warranties; Covenants. The representations and warranties of
Seller contained in this Agreement shall be true in all respects as of the Closing Date (except
that representations and warranties as of a specified date need only be true on and as of such
date); provided, however, that for purposes of determining the satisfaction of the condition set
forth in this Section 9.1(c), such representations and warranties shall be deemed to be so true and
correct if the failure or failures of such representations and warranties to be true and correct do
not constitute, individually or in the aggregate, a Material Adverse Effect with respect to Seller.
Purchaser shall have received at Closing a certificate to that effect dated as of such Closing
Date and executed by the Chief Executive Officer, Chief Financial Officer, President or the Senior
Vice President of Legal and Governmental Affairs of Seller. Seller shall have performed its
covenants and agreements herein on or prior to the Closing Date in all material respects.
Purchaser shall have received at Closing a certificate to that effect dated as of such Closing Date
and executed by the Chief Executive Officer, Chief Financial Officer, President or the Senior Vice
President of Legal and Governmental Affairs of Seller.




          (d) Remittance Processing Agreement. The Remittance Processing Agreement shall be in
full force and effect and enforceable in accordance with its terms.




     9.2 Conditions to Obligations of Seller. Unless waived in writing by Seller, the
obligation of Seller to consummate the P&A Transaction is conditioned upon satisfaction of each of
the following conditions:



          (a) Regulatory Approvals. The Regulatory Approvals shall have been made or obtained,
and shall remain in full force and effect, and all waiting periods applicable to the consummation
of the P&A Transaction shall have expired or been terminated.




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          (b) Orders. No court or governmental authority of competent jurisdiction shall have
enacted, issued, promulgated, enforced or entered any Order which is in effect and which prohibits
or makes illegal the consummation of the P&A Transaction.




          (c) Representations and Warranties; Covenants. The representations and warranties of
Purchaser contained in this Agreement shall be true in all respects as of the Closing Date (except
that representations and warranties as of a specific date need to be true only as of such date);
provided, however, that for purposes of determining the satisfaction of the condition set forth in
this Section 9.2(c), such representations and warranties shall be deemed to be so true and correct
if the failure or failures of such representations and warranties to be true and correct do not
constitute, individually or in the aggregate, a Material Adverse Effect with respect to Purchaser.
Seller shall have received at Closing a certificate to that effect dated as of such Closing Date
and executed by the Chief Operating Officer, Chief Financial Officer, President or any Executive
Vice President of Purchaser. Purchaser shall have performed its covenants and agreements herein
on or prior to the Closing Date in all material respects. Seller shall have received at Closing a
certificate to that effect dated as of such Closing Date and executed by the Chief Executive
Officer, Chief Operating Officer, or any Executive Vice President of Purchaser.




          (d) Remittance Processing Agreement. The Remittance Processing Agreement shall be in
full force and effect and enforceable in accordance with its terms.




ARTICLE 10




TERMINATION



     10.1 Termination. This Agreement may be terminated at any time prior to the Closing
Date:



          (a) By the mutual written agreement of Purchaser and Seller;




          (b) By Seller or Purchaser, in the event of a breach by the other of any representation,
warranty or agreement contained herein which is not cured or cannot be cured within thirty (30)
calendar days after written notice of such termination has been delivered to the breaching party
and which would if occurring or continuing on the Closing Date, permit the terminating party not to
consummate the P&A Transaction under the standard set forth in Sections 9.1(c) or 9.2(c), as
applicable;




          (c) By Seller or Purchaser, in the event the Closing has not occurred by November 30, 2010,
unless the failure to so consummate is due to a breach of this Agreement by the party seeking to
terminate; or




          (d) By either Seller or Purchaser, if any governmental agencies or authorities that must grant
a Regulatory Approval has denied approval of the P&A Transaction or any governmental agency or
authority of competent jurisdiction shall have issued a final and
nonappealable order permanently enjoining or otherwise prohibiting the consummation of the P&A
Transaction.



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     10.2 Effect of Termination. In the event of termination of this Agreement and
abandonment of the transactions contemplated hereby pursuant to Section 10.1, no party hereto (or
any of its directors, officers, employees, agents or Affiliates) shall have any liability or
further obligation to any other party, except as provided in Section 7.2(b) and except that neither
Seller nor Purchaser shall be relieved or released from any liabilities or damages arising out of
any willful breach of this Agreement.



ARTICLE 11




INDEMNIFICATION



     11.1 Indemnification. (a) Subject to Section 11.4, Seller and BCP shall indemnify
and hold harmless Purchaser and any person directly or indirectly controlling or controlled by
Purchaser and their respective directors, officers, employees, agents and attorneys from and
against any and all Losses arising out of or attributable to the following:




	 	(i)	 	any material breach of any representation or warranty made by
Seller in this Agreement;
	 
	 	(ii)	 	any material breach of any covenant or agreement to be
performed by Seller pursuant to this Agreement; or
	 
	 	(iii)	 	any liability, obligation or duty of Seller that is not a
Liability.





          (b) Subject to Section 11.4, Purchaser shall indemnify and hold harmless Seller and any person
directly or indirectly controlling or controlled by Seller and their respective directors,
officers, employees, agents and attorneys from and against any and all Losses arising out of or
attributable to the following:





	 	(i)	 	any material breach of any representation or warranty made by
Purchaser in this Agreement;
	 
	 	(ii)	 	any material breach of any covenant or agreement to be
performed by Purchaser pursuant to this Agreement; or
	 
	 	(iii)	 	the Liabilities.





          (c) To exercise its indemnification rights under this Section 11.1 as a result of the
assertion against it of any claim or potential liability for which indemnification is provided, the
indemnified party shall promptly notify the indemnifying party of the assertion of such claim,
discovery of any such potential liability or the commencement of any action or proceeding in
respect of which indemnity may be sought hereunder (including, with respect to claims arising from
a breach of representation or warranty made in Article 8, the commencement of an audit,
administrative investigation or judicial proceeding by any governmental authority); provided,
however, that in no event shall notice of claim for indemnification under this Agreement be
given later than the expiration of one (1) year from the Closing Date (excluding only claims for
indemnification under Sections 11.1(a)(iii) and 11.1(b)(iii), which may be given at any time);
provided, further, that any delay or failure by the indemnified party to give notice shall relieve



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the indemnifying party of its obligations hereunder only to the extent, if at all, that the
indemnifying party is actually and materially prejudiced by reason of such delay or failure. The
indemnified party shall advise the indemnifying party of all facts relating to such assertion
within the knowledge of the indemnified party, and shall afford the indemnifying party the
opportunity, at the indemnifying party’s sole cost and expense, to defend against such claims for
liability. In any such action or proceeding, the indemnified party shall have the right to retain
its own counsel, but the fees and expenses of such counsel shall be at its own expense unless (i)
the indemnifying party and the indemnified party mutually agree to the retention of such counsel or
(ii) the named parties to any such suit, action, or proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party, and the indemnified party receives a
written legal opinion which states that the representation of the indemnifying party and the
indemnified party by the same counsel would be inadvisable due to actual or potential differing
defenses or conflicts of interests between them.




          (d) Neither party to this Agreement shall settle, compromise, discharge or consent to an entry
of judgment with respect to a claim or liability subject to indemnification under this Article 11
without the other party’s prior written consent (which consent shall not be unreasonably withheld,
conditioned or delayed); provided that the indemnifying party may agree without the prior written
consent of the indemnified party to any settlement, compromise, discharge or consent to an entry of
judgment in each case that by its terms obligates the indemnifying party to pay the full amount of
the liability in connection with such claim or any lesser amount which would satisfy any such claim
and which unconditionally releases the indemnified party from all liability in connection with such
claim.




          (e) Notwithstanding anything to the contrary contained in this Agreement:





	 	(i)	 	an indemnifying party shall not be liable under this Section
11.1, other than in respect of Sections 11.1(a)(iii) and 11.1(b)(iii), for any
Losses sustained by the indemnified party unless and until the aggregate amount
of all indemnifiable Losses sustained by the indemnified party other than in
respect of Sections 11.1(a)(iii) and 11.1(b)(iii) shall exceed $50,000, in
which event the indemnifying party shall provide indemnification hereunder in
respect of all such indemnifiable Losses in excess of $50,000; provided,
however, that any individual items where the loss relating thereto is less than
$5,000 shall not be aggregated for purposes hereof and provided further,
however, that the maximum amount of indemnifiable Losses that an indemnifying
party shall, in the aggregate, be required to pay to the indemnified party
pursuant to this Article 11, other than in respect of Sections 11.1(a)(iii) and
11.1(b)(iii), shall be an amount not to exceed $1,000,000.
	 
	 	(ii)	 	in no event shall either party hereto be entitled to
consequential or punitive damages or damages for lost profits in any action
relating to the subject matter of this Agreement.





          (f) Notwithstanding the foregoing, if a third party claim includes or would reasonably be
expected to include both a claim for Taxes that are Liabilities pursuant to Section



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2.2(a)(vi)
(“Purchaser Taxes”) and a claim for Taxes that are not Liabilities pursuant to Section
2.2(a)(vi) (“Seller Taxes”), and such claim for Seller Taxes is not separable from such a
claim for Purchaser Taxes, Purchaser (if the claim for Purchaser Taxes exceeds or reasonably would
be expected to exceed in amount the claim for Seller Taxes) or otherwise Seller (Seller or
Purchaser, as the case may be, the “Controlling Party”) shall be entitled to control the
defense of such third party claim (such third party claim, a “Tax Claim”). In such case,
the other party (Seller or Purchaser, as the case may be, the “Non-Controlling Party”)
shall be entitled to participate fully (at the Non-Controlling Party’s sole expense) in the conduct
of such Tax Claim and the Controlling Party shall not settle such Tax Claim without the consent of
such Non-Controlling Party (which consent shall not be unreasonably withheld, conditioned or
delayed). The costs and expenses of conducting the defense of such Tax Claim shall be reasonably
apportioned based on the relative amounts of the Tax Claim that are Seller Taxes and that are
Purchaser Taxes.




          (g) Notwithstanding any other term or provision of this Agreement, the indemnifying party will
not be required to indemnify the indemnified party for a Loss to the extent that the indemnified
party receives insurance payments covering such Loss, provided that the occurrence of such Loss
would not result in the loss of any insurance coverage by the indemnified party. In the event that
any insurance paid to the indemnified party shall be less that the amount of the Loss, the
indemnifying party shall remain liable for the difference between the insurance payment received
and the amount of the Loss.




     11.2 Exclusivity. After the Closing, except as expressly set forth in Section 8.3,
and except in the case of common law fraud relating to the entry into this Agreement, this Article
11 will provide the exclusive remedy for any misrepresentation, breach of warranty, covenant or
other agreement or other claim arising out of this Agreement or the transactions contemplated
hereby; provided that it is understood and agree that the foregoing shall not prevent a party from
seeking or obtaining specific performance, injunctive relief or any other available non-monetary
equitable remedy.



     11.3 AS-IS Sale; Waiver of Warranties. Except as set forth in Article 5 and Section
8.1, Purchaser acknowledges that the Assets and Liabilities are being sold and accepted on an
“AS-IS-WHERE-IS” basis, and are being accepted without any representation or warranty. As part of
Purchaser’s agreement to purchase and accept the Assets and Liabilities AS-IS-WHERE-IS, and not as
a limitation on such agreement, TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER HEREBY DISCLAIMS AND
PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES AND RELEASES ANY AND ALL ACTUAL OR
POTENTIAL RIGHTS PURCHASER MIGHT HAVE AGAINST SELLER OR ANY PERSON DIRECTLY OR INDIRECTLY
CONTROLLING SELLER REGARDING ANY FORM OF WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR TYPE,
RELATING TO THE ASSETS AND
LIABILITIES, EXCEPT THOSE SET FORTH IN ARTICLE 5 AND SECTION 8.1. SUCH WAIVER AND RELEASE IS,
TO THE FULLEST EXTENT PERMITTED BY LAW, ABSOLUTE, COMPLETE, TOTAL AND UNLIMITED IN EVERY WAY. SUCH
WAIVER AND RELEASE INCLUDES TO THE FULLEST EXTENT PERMITTED BY LAW, BUT IS NOT LIMITED TO, A WAIVER
AND RELEASE OF EXPRESS WARRANTIES (EXCEPT THOSE SET FORTH IN ARTICLE 5 AND SECTION 8.1), IMPLIED
WARRANTIES, WARRANTIES OF FITNESS FOR A PARTICULAR USE,



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WARRANTIES OF MERCHANTABILITY, WARRANTIES
OF HABITABILITY, STRICT LIABILITY RIGHTS AND CLAIMS OF EVERY KIND AND TYPE, INCLUDING BUT NOT
LIMITED TO CLAIMS REGARDING DEFECTS WHICH WERE NOT OR ARE NOT DISCOVERABLE, ALL OTHER EXTANT OR
LATER CREATED OR CONCEIVED OF STRICT LIABILITY OR STRICT LIABILITY TYPE CLAIMS AND RIGHTS.



     11.4 Survival. (a) The parties’ respective representations and warranties contained
in this Agreement shall survive until the first anniversary of the Closing Date, and thereafter
neither party may claim any Loss in relation to a breach thereof. The agreements and covenants
contained in this Agreement shall not survive the Closing except to the extent expressly
contemplating performance thereafter.



          (b) No claim based on any breach of any representation or warranty shall be valid or made
unless notice with respect thereto is given to the indemnifying party in accordance with this
Agreement on or before the date specified in Section 11.1(c).




ARTICLE 12




MISCELLANEOUS



     12.1 Assignment. Neither this Agreement nor any of the rights, interests or
obligations of either party may be assigned by either party hereto without the prior written
consent of the other party, and any purported assignment in contravention of this Section 12.1
shall be void.



     12.2 Binding Effect. This Agreement and all of the provisions hereof shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and permitted
assigns.



     12.3 Public Notice. Prior to the Closing Date, neither Purchaser nor Seller shall
directly or indirectly make or cause to be made any press release for general circulation, public
announcement or disclosure or issue any notice or general communication to employees with respect
to any of the transactions contemplated hereby without the prior written consent of the
other party (which consent shall not be unreasonably withheld, conditioned or delayed). Purchaser
and Seller each agree that, without the other party’s prior written consent, it shall not release
or disclose any of the terms or conditions of the transactions contemplated herein to any other
person. Notwithstanding the foregoing, each party may make such public disclosure, based on the
advice of its counsel, to any Regulatory Authority, as may be required by law or as necessary to
obtain the Regulatory Approvals. For the avoidance of any doubt, both Seller and Purchaser
covenant and agree that any press release
prepared by either party announcing the execution of this Agreement or the consummation of the
P&A Transaction shall be subject to the other party’s review and approval, which approval shall not
be unreasonably withheld, conditioned or delayed.



     12.4 Notices. All notices, requests, demands, consents and other communications given
or required to be given under this Agreement and under the related documents shall be in writing
and delivered to the applicable party at the address indicated below:



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	 	If to Seller:	 	 Millennium bcpbank, n.a.

BCP Holdings (USA), Inc.

255 Lafayette Street

Newark, New Jersey, 07105

Attention: Joâo Lopes Raimundo

Fax: (973) 522-1920
	 
	 	With a copy to:	 	 Day Pitney LLP

7 Times Square

New York, New York 10036

Attention: Ronald H. Janis

Fax: (212) 916-2940
	 
	 	If to Purchaser:	 	 Investors Savings Bank

101 JFK Parkway

Short Hills, New Jersey 07078

Fax: (973) 924-5192

Attention: Domenick A. Cama

	 
	 	With a copy to:	 	Luse Gorman Pomerenk & Schick

5335 Wisconsin Avenue, N.W., Suite 780

Washington, D.C. 20015

Attention: John J. Gorman

Fax: (202) 362-2902




or, as to each party at such other address as shall be designated by such party in a written notice
to the other party complying as to delivery with the terms of this Section. Any notices shall be
in writing, including telegraphic or facsimile communication, and may be sent by registered or
certified mail, return receipt requested, postage prepaid, or by fax, or by overnight delivery
service. Notice shall be effective upon actual receipt thereof.




     12.5 Expenses. Except as expressly provided otherwise in this Agreement, each party
shall bear any and all costs and expenses which it incurs, or which may be incurred on its behalf,
in connection with the preparation of this Agreement and consummation of the transactions described
herein, and the expenses, fees, and costs necessary for any approvals of the appropriate Regulatory
Authorities.



     12.6 Governing Law. This Agreement shall be governed by and interpreted in accordance
with the laws of the State of New Jersey applicable to agreements made and entirely to be performed
in such commonwealth and without regard to its principles of conflict of laws. The parties hereto
agree that any suit, action or proceeding seeking to enforce any provision of, or based on any
matter arising out of or in connection with, this Agreement or the transactions contemplated hereby
shall be brought in any federal or state court sitting in Essex County, New Jersey. BCP, Parent
and Seller hereby consent to service of process within the State of New Jersey and expressly waive
any and all objections they may have as to venue in any of such courts within the State of New
Jersey with respect to any dispute arising out of this Agreement.



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     12.7 Waiver of Jury Trial. The parties hereby waive, to the fullest extent permitted
by law, any right to trial by jury of any claim, demand, action, or cause of action (i) arising
under this Agreement or (ii) in any way connected with or related or incidental to the dealings of
the parties in respect of this Agreement or any of the transactions contemplated hereby, in each
case, whether now existing or hereafter arising, and whether in contract, tort, equity, or
otherwise. The parties hereby further agree and consent that any such claim, demand, action, or
cause of action shall be decided by court trial without a jury and that the parties may file a copy
of this Agreement with any court as written evidence of the consent of the parties to the waiver of
their right to trial by jury.



     12.8 Entire Agreement; Amendment. (a) This Agreement contains the entire
understanding of and all agreements between the parties hereto with respect to the subject matter
hereof and supersedes any prior or contemporaneous agreement or understanding, oral or written,
pertaining to any such matters which agreements or understandings shall be of no force or effect
for any purpose; provided, however, that the terms of any confidentiality agreement between the
parties hereto previously entered into, to the extent not inconsistent with any provisions of this
Agreement, shall continue to apply.



          (b) This Agreement may not be amended or supplemented in any manner except by mutual agreement
of the parties and as set forth in a writing signed by the parties hereto or their respective
successors in interest. The waiver of any beach of any provision under this Agreement by any party
shall not be deemed to be waiver of any preceding or subsequent breach under this Agreement. No
such waiver shall be effective unless in writing.




     12.9 Third Party Beneficiaries. Except as expressly provided in Section 11.1, this
Agreement shall not benefit or create any right or cause of action in or on behalf of any person
other than Seller and Purchaser.



     12.10 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument. A facsimile or electronic copy of a signature page shall be deemed to be an
original signature page.



     12.11 Headings. The headings used in this Agreement are inserted for purposes of
convenience of reference only and shall not limit or define the meaning of any provisions of this
Agreement.



     12.12 Severability. If any provision of this Agreement, as applied to any party or
circumstance, shall be judged by a court of competent jurisdiction to be void, invalid or
unenforceable, the same shall in no way effect any other provision of this Agreement, the
application of any such provision and any other circumstances or the validity or enforceability of
the other provisions of this Agreement.



     12.13 Specific Performance. The parties hereto agree that irreparable damage would
occur if any provision of this Agreement were not performed in accordance with the terms hereof
(and, more specifically, that irreparable damage would likewise occur if the P&A Transaction was
not consummated), and, accordingly, that the parties shall be entitled to seek an injunction or



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injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the
terms and provisions hereof (including the parties’ obligation to consummate the P&A Transactions,
subject to the terms and conditions of this Agreement).



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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly
authorized officers as of the date and year first above written.



	 	 	 	 	 
	 	MILLENNIUM BCP BANK, NATIONAL

ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Joâo Lopes Raimundo 	 
	 	 	President and Chief Executive Officer 	 
	 
	 	SOLELY WITH RESPECT TO SECTIONS 7.6 AND ARTICLE 11,


BCP HOLDINGS (USA), INC.

 	 
	 	By:  	 	 
	 	 	Joâo Lopes Raimundo 	 
	 	 	Corporate Secretary	 
	 
	 	BANCO COMERCIAL PORTUGUES, S.A

 	 
	 	By:  	
 	 
	 	 	Joâo Lopes Raimundo 	 
	 	 	Senior Manager 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Robert Swalef 	 
	 	 	Senior Manager 	 
	 
	 	INVESTORS SAVINGS BANK

 	 
	 	By:  	 	 
	 	 	Kevin Cummings 	 
	 	 	President and Chief Executive Officer 	 
	 




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