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EXHIBIT 2.2
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CONSENT
AND
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Consent to and Amendment to Agreement and Plan of Merger ("Consent
and Amendment") is entered into and made this 15th day of May, 2000, by and
between BancorpSouth, Inc. ("BancorpSouth") and First United Bancshares, Inc.
("First United").
WHEREAS, on April 16, 2000, BancorpSouth and First United entered into a
certain Agreement and Plan of Merger (the "Merger Agreement"). (Capitalized
terms used herein and not defined shall have the meanings ascribed to such terms
in the Merger Agreement.)
WHEREAS, pursuant to the terms of the Merger Agreement, First United made
certain representations and warranties to BancorpSouth as set forth in Article
IV of the Merger Agreement and Section 8.2(a) requires that such representations
and warranties be true and correct as of the date of the Merger Agreement and as
of the Closing Date. In addition First United is prohibited from taking certain
actions as delineated in Section 6.1 unless BancorpSouth expressly consents in
advance of any such action.
WHEREAS, prior to and subsequent to the execution of the Merger Agreement,
First United has negotiated with Texarkana First Financial Corporation ("FFC")
the terms of a proposed Agreement and Plan of Reorganization ("FFC Agreement"),
drafts of which have been made available to BancorpSouth, whereby First United
would acquire one hundred percent (100%) of the issued and outstanding capital
stock of FFC and then immediately thereafter FFC would be merged into First
United and FFC's wholly-owned subsidiary, First Federal Savings & Loan
Association of Texarkana, would be merged with and into FirstBank, an indirect
wholly-owned subsidiary of First United. Without the consent of BancorpSouth the
execution of the FFC Agreement and consummation of the transactions contemplated
therein by First United would be prohibited by the terms of the Merger Agreement
including subsection 6.1(d) (Acquisition Proposal restrictions) and subsection
6.1(e) (purchase of equity interests), and execution and consummation of the FFC
Agreement will affect certain of the representations and warranties of First
United contained in the Merger Agreement.
WHEREAS, First United has requested that BancorpSouth waive and amend the
restrictions contained in the Merger Agreement for the purpose of allowing First
United to enter into the FFC Agreement and consummating the transactions
contemplated therein.
NOW, THEREFORE, BancorpSouth grants its consent to First United and the parties
agree to amend the Merger Agreement as set forth below:
4. Waiver and Consent. BancorpSouth hereby waives the covenants contained
in Section 6.1 of the Merger Agreement for the purpose of permitting First
United to enter into the FFC Agreement, which is attached hereto as Exhibit A,
perform its obligations thereunder and consummate the transactions contemplated
thereby and hereby consents to such actions by First United.
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5. Amendment to Merger Agreement. The Merger Agreement is hereby amended
by adding the following Section 9.5:
9.6. Texarkana Transaction.
(c) No actions taken by First United in executing and performing its
obligations under the Agreement and Plan of Reorganization between First
United Bancshares, Inc. and Texarkana First Financial Corporation (the
"FFC Agreement") shall constitute a breach by First United of any covenant
under this Agreement.
(d) The Representations and Warranties of First United under this
Agreement shall be true and correct as of the Closing Date without giving
effect to changes that have occurred or circumstances that exist as a
result of First United's execution, performance or consummation of the FFC
Agreement; provided, however, that the representations and warranties
contained in Sections 4.2(a), 4.7 and 4.8(a) shall be true and correct
after giving effect to such changes and circumstances and with respect to
the representations and warranties in Section 4.8(a) without giving effect
to the provisions of Section 3.2(b). The closing certificate to be
delivered by First United at Closing shall be consistent with the
provisions of this Section 9.5.
6. Amendment to Section 7.15. Section 7.15 of the Merger Agreement shall
be amended and restated in its entirety as follows:
7.15. Holding Company Mergers. Prior to the Closing, First United shall
cause (i) First United-Texas to be merged with and into First United and
(ii) assuming the acquisition of Texarkana First Financial Corporation
("FFC") by First United prior to Closing, FFC with and into First United.
4. No Additional Waiver. The consent of BancorpSouth to the waiver of the
covenants contained in Section 6.1 of the Merger Agreement is expressly limited
to the extent set forth herein and shall not preclude BancorpSouth from
exercising any right, power or privilege under the Merger Agreement as to any
such terms and conditions not expressly waived herein. Except to the extent the
provisions of the Merger Agreement are specifically amended, modified or
superseded by this Consent, the Merger Agreement shall remain in full force and
effect without any other modification.
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IN WITNESS WHEREOF, this Consent and Amendment has been duly executed and
delivered by the duly authorized officers of BancorpSouth and First United and
made effective as of the date first above written.
BANCORPSOUTH, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
Chairman and Chief Executive Officer
FIRST UNITED BANCSHARES, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Chairman and Chief Executive Officer
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