Exhibit 2.2
FIRST AMENDMENT
TO
AGREEMENT FOR MERGER
This First Amendment to Agreement for Merger (the "First Amendment")
is made and entered into as of the 1st day of November, 1996 by and among
WASHINGTON MUTUAL, INC., a Washington corporation, KEYSTONE HOLDINGS
PARTNERS, L.P., a Texas limited partnership, KEYSTONE HOLDINGS, INC., a
Texas corporation, NEW AMERICAN HOLDINGS, INC., a Delaware corporation, NEW
AMERICAN CAPITAL, INC., a Delaware corporation, N.A. CAPITAL HOLDINGS,
INC., a Delaware corporation, and AMERICAN SAVINGS BANK, F.A., a federal
savings association.
The parties to this First Amendment are the parties to that certain
Agreement for Merger (the "Merger Agreement") dated July 21, 1996. The
parties now desire to amend certain provisions of the Merger Agreement.
THEREFORE, the parties hereby agree as follows:
1. Section 2.4(a) of the Agreement is hereby amended by deleting
"100,000,000" in the first sentence and substituting therefor
"250,000,000".
2. Section 2.6(a) of the Agreement is hereby amended by deleting the
phrase "within 30 days from the date of this Agreement," in the sixth
sentence and substituting therefor the phrase "no later than November 12,
1996".
3. Section 6.10(f) of the Agreement is hereby amended by deleting
the second sentence thereof.
4. Exhibit C to the Agreement is hereby amended to read in its
entirety as set forth on Annex I attached hereto.
5. Except as expressly amended by this First Amendment, the Merger
Agreement remains in full force and effect.
6. This First Amendment may be executed in one or more counterparts
all of which shall be considered one and the same agreement and each of
which shall be deemed an original.
7. This First Amendment, in all respects, including all matters of
construction, validity and performance, is governed by the internal laws of
the State of New York as applicable to contracts executed and delivered in
New York by citizens of such state to be performed wholly within such state
without giving effect to the principles of conflicts of laws thereof.
Executed as of the date first above written.
WASHINGTON MUTUAL, INC.
By: /s/ Xxxxx X. Tall
Its: Executive Vice President
KEYSTONE HOLDINGS PARTNERS, L.P.
By: KH Group Management, Inc.,
its General Partner
By: /s/ Xxx X. Xxxxxx
Its: Vice President
KEYSTONE HOLDINGS, INC.
By: /s/ Xxx X. Xxxxxx
Its: Senior Vice President
NEW AMERICAN HOLDINGS INC.
By: /s/ Xxx X. Xxxxxx
Its: Senior Vice President
NEW AMERICAN CAPITAL, INC.
By: /s/ Xxx X. Xxxxxx
Its: Senior Vice President
N.A. CAPITAL HOLDINGS, INC.
By: /s/ Xxx X. Xxxxxx
Its: Senior Vice President
AMERICAN SAVINGS BANK, F.A.
By: /s/ Xxxxx Xxxxxx
Its: Chairman
