-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EL3XW34tH9XmzlQadrvHb7ZDJIJmMQ7flJl8/SRlJDO99omo56NSa21afKnL5Ont T/APOqzU7bjqx6mmSkPs/Q== 0001036050-99-002063.txt : 19991018 0001036050-99-002063.hdr.sgml : 19991018 ACCESSION NUMBER: 0001036050-99-002063 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19991013 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST COMMONWEALTH FINANCIAL CORP /PA/ CENTRAL INDEX KEY: 0000712537 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251428528 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-35134 FILM NUMBER: 99727760 BUSINESS ADDRESS: STREET 1: OLD COURTHOUSE SQUARE STREET 2: 22 N SIXTH ST CITY: INDIANA STATE: PA ZIP: 15701 BUSINESS PHONE: 4123497220 MAIL ADDRESS: STREET 1: 22 NORTH SIXTH STREET STREET 2: P.O. BOX 400 CITY: INDIANA STATE: PA ZIP: 15701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST COMMONWEALTH FINANCIAL CORP /PA/ CENTRAL INDEX KEY: 0000712537 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251428528 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: OLD COURTHOUSE SQUARE STREET 2: 22 N SIXTH ST CITY: INDIANA STATE: PA ZIP: 15701 BUSINESS PHONE: 4123497220 MAIL ADDRESS: STREET 1: 22 NORTH SIXTH STREET STREET 2: P.O. BOX 400 CITY: INDIANA STATE: PA ZIP: 15701 SC 13E4/A 1 AMENDMENT NO. 1 SCHEDULE 13E-4 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------ AMENDMENT NO. 1 TO SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) FIRST COMMONWEALTH FINANCIAL CORPORATION (Name of Issuer) FIRST COMMONWEALTH FINANCIAL CORPORATION (Name of Person(s) Filing Statement) COMMON STOCK, $1.00 PAR VALUE PER SHARE (Title of Class of Securities) 319829107 (CUSIP Number of Class of Securities) David R. Tomb, Jr., Esq. Senior Vice President, Secretary and Treasurer First Commonwealth Financial Corporation Old Courthouse Square 22 North Sixth Street Indiana, PA 15701 (724) 349-7220 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) COPIES TO: Robert M. Jones, Jr., Esq. Drinker Biddle & Reath LLP Eighteenth and Cherry Streets Philadelphia, PA 19103 (215) 988-2700 ------------ August 31, 1999 (Date Tender Offer First Published, Sent or Given to Security Holders) CALCULATION OF FILING FEE ---------------------------------------- ---------------------------------------- TRANSACTION VALUATION* AMOUNT OF FILING FEE* ---------------------------------------- $52,000,000 $10,400 ---------------------------------------- ---------------------------------------- * Calculated solely for the purpose of determining the filing fee, based upon the purchase of 2,000,000 shares at the maximum tender offer price of $26.00 per share. The filing fee was calculated at the rate of 1/50th of 1% of the Transaction Value. [x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. ------------ Amount Previously Paid: $10,400 Filing Party: First Commonwealth Financial Corporation Form or Registration No.: Schedule 13E-4 Date Filed: September 1, 1999 ---------------------------------------- ---------------------------------------- -2- INTRODUCTION This Amendment No. 1 dated October 13, 1999 supplements the Issuer Tender Offer Statement on Schedule 13E-4 filed with the Securities and Exchange Commission by First Commonwealth Financial Corporation (the "Company") in connection with the offer (the "Offer") by the Company to purchase up to two million shares (or such lesser number of shares as were properly tendered) of its common stock, $1.00 par value per share (the "Shares"), at a price of not less than $23.00 nor in excess of $26.00 per Share in cash, on the terms and subject to the conditions set forth in the Offer to Purchase, dated August 31, 1999, and the related Letter of Transmittal. Copies of the Offer to Purchase and the Letter of Transmittal were attached as Exhibits (a)(1) and (a)(2) to the original Schedule 13E-4. The Offer terminated at 5:00 p.m. New York City time, on Wednesday, September 29, 1999. A total of 1,909,710 Shares were tendered and accepted in the Offer. The Company paid $26.00 per Share for each Share tendered and accepted. ITEM 2. SOURCE AND AMOUNT OF FUNDS. Item 2 is hereby amended to include the following: On October 5, 1999, the Company borrowed $18,000,000 from Mellon Bank, N.A. in order partially to finance the Company's repurchase of its common stock. The loan has a maturity date of October 25, 1999, and bears interest at the Federal Funds Effective Rate plus 1.25%. The Company intends to repay this loan with the proceeds of another loan from Mellon Bank, N.A. in the principal amount of up to $20,000,000. The new borrowing is expected to be in the form of a one-year line of credit, which can be renewed for an additional one year at the option of Mellon Bank, N.A. The line of credit is expected to bear interest, at the Company's option, at the LIBOR rate, the Federal Funds Effective Rate or a fixed rate, plus, for any of the preceding three options, a minimum of 1.25%, or at the prime rate. The Company anticipates that it would repay the line of credit over a period of three years after the line of credit's initial term, including any renewal thereof. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby amended to include the following exhibits: (a)(14) Text of Press Release issued by the Company, dated September 29, 1999. (a)(15) Text of Press Release issued by the Company, dated October 5, 1999. (b)(1) Commitment Letter from Mellon Bank, N.A., dated October 1, 1999. (b)(2) Promissory Note, dated October 5, 1999. -3- SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. October 13, 1999 FIRST COMMONWEALTH FINANCIAL CORPORATION By: /s/ Joseph E. O'Dell ------------------------------------ Joseph E. O'Dell President and Chief Executive Officer -4- EX-99.9(A)14 2 PRESS RELEASE DATED SEPTEMBER 29, 1999 Exhibit 99.9(a)(14) PRESS RELEASE FIRST COMMONWEALTH FINANCIAL CORPORATION ANNOUNCES PRELIMINARY RESULTS OF DUTCH AUCTION TENDER OFFER INDIANA, PA, September 29, 1999. First Commonwealth Financial Corporation (NYSE:FCF) today announced the preliminary results of its Dutch Auction tender offer to purchase its common shares. The tender offer expired at 5:00 p.m. EDT on September 29, 1999. First Commonwealth announced that a "preliminary count" by The Bank of New York, the Depository for the tender offer, indicates that, subject to final verification, approximately 1,915,607 shares of Common Stock have been tendered and accepted for purchase at a price of $26.00 per share. All shares duly tendered pursuant to the tender offer were accepted and will be repurchased. The final number of shares and purchase price will be determined within approximately the next three business days. The final determination is subject to final confirmation of the proper delivery of all shares tendered and not withdrawn. Payment for the shares properly tendered will be made as promptly as practicable subject to proper delivery of shares in accordance with the terms of the tender offer. The Corporation had announced in July its Board's authorization to buy back up to two million of its common shares. The tender offer commenced in late August was offering to buy up to two million shares at prices ranging from $23.00 to $26.00 per share. The offer expired at 5:00 p.m., New York City time, on September 29, 1999. Prior to the tender offer, First Commonwealth had 30,991,646 shares of Common Stock outstanding. Following the purchase of shares tendered in the tender offer, First Commonwealth will have approximately 29,076,039 shares of Common Stock outstanding. Since the full two million shares were not tendered, the Corporation may repurchase its shares in the open market to complete the authorized repurchase of two million shares. However, there can be no assurance that any further repurchases of the Corporation's shares will be made. These open market purchases cannot commence until October 14, 1999, pursuant to Rule 13e-4 under the Securities Exchange Act of 1934. First Commonwealth Financial Corporation is a $4.2 billion financial services holding company headquartered in Indiana, PA. It operates through two chartered banks, Southwest Bank and First Commonwealth Bank, in 18 countries in western and central PA. Financial services and insurance products are also provided through First Commonwealth Trust Company and First Commonwealth Insurance Agency. Both are headquartered in Indiana. The Corporation also owns Commonwealth Systems Corporation, a data processing subsidiary, Indiana, and jointly owns Commonwealth Trust Credit Life Insurance Company, a credit life reinsurance company. Statements contained in this press release which are not historical facts are forward looking statements as that item is defined in the Private Securities Litigation Reform Act of 1995. Such forward looking statements are subject to risks and uncertainties which could cause actual results -5- to differ materially from estimated results. Such risks and uncertainties are detailed in the Corporation's filings with the Securities and Exchange Commission. -6- EX-99.9(A)15 3 PRESS RELEASE DATED OCTOBER 5, 1999 Exhibit 99.9(a)(15) PRESS RELEASE FIRST COMMONWEALTH FINANCIAL CORPORATION ANNOUNCES FINAL RESULTS OF DUTCH AUCTION TENDER OFFER INDIANA, PA, October 5, 1999.-- First Commonwealth Financial Corporation (NYSE: FCF) today announced the final results of its Dutch Auction tender offer to purchase its common shares. The tender offer expired at 5:00 p.m., New York City time, on September 29, 1999. First Commonwealth announced that the final results indicate that 1,909,710 shares of Common Stock have been tendered and accepted for purchase at a price of $26.00 per share. All shares have been duly tendered pursuant to the tender offer and were accepted and will be repurchased. Payment for the shares properly tendered will be made as promptly as practicable, in accordance with the terms of the tender offer. The Corporation had announced in July its Board's authorization to buy back up to two million of its common shares. Pursuant to the tender offer commenced in late August, the Corporation offered to repurchase up to two million shares of its common stock at prices ranging from $23.00 to $26.00 per share. The offer expired at 5:00 p.m., New York City time, on September 29, 1999. At September 30, prior to reflecting the impact of the tender offer, First Commonwealth had 31,017,993 shares of Common Stock outstanding. Following the purchase of shares tendered in the tender offer, First Commonwealth will have 29,108,283 shares of Common Stock outstanding. The Corporation may repurchase its shares in the open market to complete the authorized repurchase of two million shares. However, there can be no assurance that any further repurchases of the Corporation's shares will be made. Any open market purchases cannot commence until October 14, 1999, pursuant to Rule 13e-4 under the Securities Exchange Act of 1934. First Commonwealth Financial Corporation is a $4.2 billion financial services holding company headquartered in Indiana, PA. It operates through two chartered banks, Southwest Bank and First Commonwealth Bank, in 18 counties in western and central PA. Financial services and insurance products are also provided through First Commonwealth Trust Company and First Commonwealth Insurance Agency. Both are headquartered in Indiana. The Corporation also owns Commonwealth Systems Corporation, a data processing subsidiary, Indiana, and jointly owns Commonwealth Trust Credit Life Insurance Company, a credit life reinsurance company. Statements contained in this press release which are not historical facts are forward looking statements as that item is defined in the Private Securities Litigation Reform Act of 1995. Such forward looking statements are subject to risks and uncertainties which could cause actual results to differ materially from estimated results. Such risks and uncertainties are detailed in the Corporation's filings with the Securities and Exchange Commission. -7- EX-99.9(B)1 4 LETTER DATED OCTOBER 1, 1999 Exhibit 99.9(b)(1) One Mellon Bank Center Pittsburgh, PA 15258-0001 October 1, 1999 John J. Dolan Chief Financial Officer First Commonwealth Financial Corporation Old Courthouse Square 22 North Sixth Street Indiana, PA 15701 RE: First Commonwealth Financial Corporation - 364-Day Standby Facility/U.S. $20,000,000 --------------------------------- Dear Mr. Dolan: On behalf of Mellon Bank, N.A. ("Mellon"), I am pleased to inform you that, subject to the terms and conditions outlined in the attached Term Sheet (which forms a part hereof and is hereby incorporated herein), Mellon is willing to provide First Commonwealth Financial Corporation ("First Commonwealth") the $20,000,000 facility described in the Term Sheet (the "Facility"). Mellon's commitment is expressly made subject to preparation and negotiation of documentation in form and substance satisfactory to Mellon and its counsel, which documentation shall reflect the terms and conditions set forth on the Term Sheet and such other terms and conditions as Mellon and its counsel determine are appropriate. Mellon's commitment to lend is further made subject to Mellon's continued satisfaction with the condition (financial and otherwise) of First Commonwealth and that prior to the closing of the Facility no material adverse change in the condition (financial or otherwise) of First Commonwealth shall have occurred. This commitment is also subject to, among the other conditions contained herein, First Commonwealth's demonstration to Mellon's satisfaction that (a) First Commonwealth has taken and is taking all necessary and appropriate steps to ascertain the extent of, quantify and successfully address business and financial risks facing First Commonwealth as a result of what is commonly referred to as the "Year 2000 problem" (i.e., the inability of certain computer applications to recognize correctly and perform properly date-sensitive functions involving certain dates prior to and after December 31, 1999), including risks resulting from the failure of key vendors and suppliers of First Commonwealth to successfully address the Year 2000 problem, and (b) First Commonwealth's material computer applications and those of its key vendors and suppliers will, on a timely basis, adequately address the Year 2000 problem in all material respects. Mellon's commitment as set forth herein will expire unless we receive your written acceptance by 5:00 p.m. (Pittsburgh time) on October 15, 1999 and such commitment will nonetheless terminate unless definitive documentation shall have been entered into and the transaction closed at or prior to 5:00 p.m. (Pittsburgh time) on October 25, 1999. Should you elect to accept our offer, you agree to pay the reasonable fees and expenses, including counsel fees, incurred by Mellon in connection with the preparation of definitive documentation of the Facility, whether or not the Facility is closed. We look forward to working with you and to completing this transaction in a timely manner. Very truly yours, Accepted as of October 4, 1999 --------- MELLON BANK, N.A. FIRST COMMONWEALTH FINANCIAL CORP. By:/s/ Gregory R. Schultz By:/s/ Gerard M. Thomchick ---------------------- ----------------------- Name: Gregory R. Schultz Name: Gerard M. Thomchick -------------------- --------------------- Title: Vice President Title: Senior Executive Vice President and ---------------- Chief Operating Officer ----------------------- Attachment Mellon Bank, N.A. First Commonwealth Financial Corporation First Commonwealth Financial Corporation 364-Day Standby Credit Facility ------------------------------- SUMMARY OF TERMS AND CONDITIONS Note: This term sheet is intended as an outline and does not purport to set forth fully all the conditions, covenants, warranties and other terms and provisions which will be contained in definitive documentation for the financing contemplated hereby. The credit facility summarized in this term sheet is expressly made subject to the preparation and execution of definitive documentation (the "Documentation") satisfactory in form and substance to Mellon Bank, N.A. and its counsel, which documentation is likely to include provisions in addition to those set forth below. BORROWER: First Commonwealth Financial Corporation ("First - -------- Commonwealth") LENDER: Mellon Bank, N.A. ("Mellon") - ------ AMOUNT: Up to $20,000,000 - ------ PURPOSE: To repurchase the common stock of First Commonwealth - ------- TERM: 364-Days. At the discretion of Mellon, the facility can - ---- be renewed once for an additional 364-days not later than 60 days prior to the initial maturity date. AMORTIZATION: 3-year term-out option (4-year amortization). Outstanding - ------------ balance at the completion of the standby period to fully amortize via 11 equal quarterly principal payments plus interest, final payment to include all outstanding balance. INTEREST RATE OPTIONS: A. LIBOR Option: Interest shall be for periods of one, - ------- ------------ two, three or six months (as selected by the Borrower) and shall be at an annual rate equal to the London Interbank Offered Rate ("LIBOR") for deposits of U.S. dollars plus a margin of 1.25%. LIBOR shall be determined by Mellon at the start of each interest period. Interest shall be paid quarterly, or at the end of each elected interest period, whichever should first occur. Interest shall be calculated on the basis of the actual number of days elapsed in a year of 360 days. A LIBOR-based interest election will require three business days notice. LIBOR will be reserve adjusted only if reserves are incurred. B. Fed Funds Option: ---------------- The fed funds option shall be offered at an increment of 1.25% over the "Federal Funds Effective Rate," which shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of The Federal Reserve System arranged by federal funds brokers, as published the following business day by The Federal Reserve Bank of New York. C. Fixed Option: ------------ A fixed rate option will be available on an as offered basis to the Borrower for interest periods of not less than one year, and whole year multiples thereof, up to the life of the loan. The as offered fixed rate shall be reflective of Mellon's fully reserved cost of funds and a minimum spread of 1.25%. Interest will be calculated on the basis of the actual number of days elapsed in a year of 360 days, and shall be payable quarterly in arrears. D. Base Rate Option: ---------------- The base rate interest will be calculated on the actual number of days elapsed in a year of 360 days, payable quarterly in arrears. The base rate is defined as the Mellon Bank prime lending rate. UNDERWRITING FEE: $10,000, non-refundable fee to be paid prior to completion - ---------------- of underwriting. COMMITMENT FEE: During the standby period an annualized fee of .125% will - -------------- be assessed on the undrawn portion of this facility. PREPAYMENT: Loans may be pre-paid subject to payment by the Borrower - ---------- of any funding cost incurred by Mellon as a result of such prepayment. Prepayments will be applied in an inverse order of maturity. Mandatory prepayment required if Borrower issues new debt instruments during the life of the loan, and: 1) The subject Mellon debt is less than Pari Passu with any new debt issuance of the Borrower, and/or 2) The aggregate debt issued by the Borrower (Mellon's debt plus any new debt issuances) exceeds the unrestricted subsidiary dividend capacity sufficient to maintain all subsidiary banks at "well-capitalized" regulatory standards. DOCUMENTATION: Establishment of a credit facility is subject to the - ------------- negotiation and execution of loan documentation satisfactory to Mellon and its Counsel. Such documentation will include representations and warranties, conditions, covenants, indemnifications, events of default, increased costs, capital requirements and other provisions determined by Mellon to be appropriate for this transaction. FINANCIAL COVENANTS: Such financial events as Mellon may determine to be - ------------------- appropriate for transactions of this type including without limitation: 1. Borrower must at all times maintain an unrestricted ability to upstream dividends equal to the full amount of the subject loan and all subsequent debt issues while maintaining a "well-capitalized" qualification, per regulatory guidelines, at all subsidiary banks. 2. Unreserved NPAs cannot exceed 5% of total equity capital. 3. Change of control and/or sale by Borrower of any material subsidiaries. INDEMNITY: The Borrower will indemnify Mellon against all losses, - --------- liabilities, damages, and costs in connection with, or relating to, this loan, other than for Mellon's own gross negligence or willful misconduct. GOVERNING LAW: The laws of the Commonwealth of Pennsylvania. - ------------- -3- EX-99.9(B)2 5 PROMISSORY NOTE DATED OCTOBER 5, 1999 Exhibit 99.9(b)(2) FIRST COMMONWEALTH FINANCIAL CORPORATION Promissory Note --------------- U.S. $18,000,000.00 Pittsburgh, Pennsylvania October 5, 1999 FOR VALUE RECEIVED, the undersigned, FIRST COMMONWEALTH FINANCIAL CORPORATION, a Pennsylvania corporation (the "Borrower"), hereby promises to pay to the order of Mellon Bank, N.A. (the "Bank") on or before October 25, 1999 (the "Maturity Date") the principal sum of Eighteen Million ($18,000,000) Dollars or such lesser or greater principal amount as may be outstanding from time to time under any credit accommodation or facility established by Bank for the benefit of the Undersigned together with interest on outstanding balances of principal from the date hereof to the Maturity Date at the rate specified herein (the "Note Rate"). The outstanding principal amount of this Note shall bear interest from and including the date hereof to and including the Maturity Date at a rate per annum (computed on the basis of a year of 365 or 366 days, as the case may be) for each day equal to the Federal Funds Effective Rate for such day plus 1.25%, such ---- interest rate to change automatically from time to time effective as of the effective date of each change in the Federal Funds Effective Rate (the "Note Rate"). "Federal Funds Effective Rate" for any day shall mean the rate per annum (rounded upward to the nearest 1/100 of 1%) determined by the Bank (which determination shall be conclusive) to be equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on the previous trading day, as computed and published by the Federal Reserve Bank of New York (or any successor) for such day provided, that if such Federal Reserve Bank (or its -------- successor) does not publish such rate on any day, the "Federal Funds Effective Rate" for such day shall be the Federal Funds Effective Rate for the last day on which such rate was announced. Upon the occurrence of any Event of Default (as defined below), at Bank's option, interest shall accrue at a rate equal to two percent (2%) per annum above the Note Rate specified until the earlier of (a) the date that such Event of Default has been cured, or (b) the Maturity Date hereof. After maturity, whether by acceleration or otherwise, interest shall accrue at a rate equal to 2 percent (2%) per annum above the Note Rate specified until all sums due hereunder are paid. Interest shall continue to so accrue after the entry of judgment by confession or otherwise. So long as Bank is the holder hereof, Bank's books and records shall be presumed, except in the case of manifest error, to accurately evidence at all times all amounts outstanding under this Note and the date and amount of each advance and payment made pursuant hereto. The prompt and faithful performance of all of Undersigned's obligations hereunder, including without limitation time of payment, is of the essence of this Note. The occurrence of any of the following shall constitute an "Event of Default" hereunder: (a) any assignment for the benefit of creditors by the Undersigned; (b) the insolvency of Undersigned; or (c) the filing or commencement of any petition, action, case or proceeding, voluntary or involuntary, under any state or federal law regarding bankruptcy, insolvency, reorganization, receivership or dissolution, including the Bankruptcy Reform Act of 1978, as amended, by or against the Undersigned. Upon the occurrence of any Event of Default, all amounts due under this Note, including without limitation the unpaid balance of principal and interest hereof, shall become immediately due and payable, without demand, notice or further action by Bank whatsoever, and an action therefor shall immediately accrue. The Borrower hereby expressly waives presentment demand, notice, protest, and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note. CONFESSION OF JUDGMENT. UNDERSIGNED HEREBY EMPOWERS THE PROTHONOTARY OR ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR UNDERSIGNED AND TO CONFESS JUDGMENT AS OFTEN AS NECESSARY AGAINST UNDERSIGNED IN FAVOR OF THE HOLDER HEREOF, REGARDLESS OF WHETHER ANY EVENT OF DEFAULT HAS OCCURRED, AT ANY TIME AND AS OF ANY TERM, FOR THE ABOVE SUM PLUS INTEREST DUE UNDER THE TERMS HEREOF AND ALL OTHER AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF LEGAL PROCEEDINGS AND REASONABLE ATTORNEY'S COMMISSION WITH RELEASE OF ALL ERRORS. UNDERSIGNED WAIVES ALL LAWS EXEMPTING REAL OR PERSONAL PROPERTY FROM EXECUTION. This Note shall be governed by, construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without reference to principles of conflict of laws. FIRST COMMONWEALTH FINANCIAL CORPORATION By:/s/ Gerard M. Thomchick ------------------------------------------- (Signature) Name: Gerard M. Thomchick ----------------------------------------- Title: Senior Executive Vice President and Chief Operating Officer ----------------------------------------- -2- -----END PRIVACY-ENHANCED MESSAGE-----