1
EXHIBIT 2.1
CAROLINA FIRST BANCSHARES, INC.
and
COMMUNITY BANK & TRUST COMPANY
--------------------------
AMENDMENT NO. 1
Dated as of November 30, 1998
to the
AGREEMENT AND PLAN OF MERGER
dated as of June 4, 1998
--------------------------
2
THIS AMENDMENT NO. 1 ("Amendment") dated as of November 30, 1998, to the
Agreement and Plan of Merger dated as of June 4, 1998 (the "Merger
Agreement"), is by and among Carolina First BancShares, Inc. ("Carolina
First"), and Community Bank & Trust Company ("CB&T"). Capitalized terms used
and not otherwise defined herein shall have the meanings ascribed to them in
the Merger Agreement.
W I T N E S S E T H
WHEREAS, the parties hereto are authorized by Section 11.5 of the Merger
Agreement to enter into this Amendment.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
in the Merger Agreement and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. AMENDMENT TO THE MERGER AGREEMENT Section 10.1(e) is hereby
amended to read in its entirety as follows:
"(e) By either Party in the event that the Merger shall not have been
consummated by December 31, 1998, if the failure to consummate the transactions
contemplated hereby on or before such date is not caused by any breach of this
Agreement by the Party electing to terminate pursuant to this Section 10.1(e);
or"
SECTION 2. MISCELLANEOUS
(a) Ratification of the Merger Agreement
In all respects not inconsistent with the terms and provisions of this
Amendment, the provisions of the Merger Agreement are hereby ratified, approved
and confirmed, and the Merger Agreement, as so amended by this Amendment, shall
be read, taken and construed as one and the same instrument.
(b) Headings
The captions in this Amendment are for convenience of reference only and
shall not define or limit the provisions hereof.
(c) Counterparts
This Amendment may be executed in counterparts, each of which shall
constitute an original but all of which, when taken together, shall constitute
but one and the same instrument.
3
(d) Governing Law
THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NORTH CAROLINA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first above written.
CAROLINA FIRST BANCSHARES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇, III
------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇, III
Title: President
COMMUNITY BANK & TRUST COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President & Chief Executive Officer
