AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER by and among HOME FEDERAL BANCORP, INC. OF LOUISIANA, HOME FEDERAL MUTUAL HOLDING COMPANY OF LOUISIANA and FIRST LOUISIANA BANCSHARES, INC.
EXHIBIT
2.1
AMENDMENT
NO. 1
TO
by
and among
HOME
FEDERAL MUTUAL HOLDING COMPANY OF LOUISIANA
and
FIRST
LOUISIANA BANCSHARES, INC.
WHEREAS, Home
Federal Bancorp, Inc. of Louisiana (“Home Bancorp”), a federally
chartered subsidiary holding company, Home Federal Mutual Holding Company of
Louisiana, a federally chartered mutual holding company (the “MHC”), and First
Louisiana Bancshares, Inc., a Louisiana corporation (the “Company”) entered into
the Agreement and Plan of Merger dated as of December 11, 2007 (the Agreement”)
pursuant to which the Company will merge with and into a newly formed Louisiana
corporation, Home Federal Bancorp, Inc. of Louisiana (the “Holding Company”)
(the “Merger”);
WHEREAS, the
Holding Company became a party to the Agreement by Accession to Merger Agreement
dated February 28, 2008;
WHEREAS, Home
Federal Savings and Loan Association (the “Association”) (collectively with Home
Bancorp, the MHC and the Holding Company (the “Home Parties”) and with the
Company, the “Parties”) became a party to the Agreement by Association Accession
to Merger Agreement dated April 9, 2008;
WHEREAS,
pursuant to Section 7.5 of the Agreement, the Agreement may be amended at any
time by mutual agreement by an agreement in writing signed by the Parties to the
Agreement pursuant to authorization by or under the direction of their
respective Boards of Directors;
WHEREAS,
Section 7.1(e) of the Agreement provides that either Home Bancorp or the Company
may terminate the Agreement if the Effective Time, as such term is defined in
the Agreement, has not occurred by the close of business on July 31,
2008;
WHEREAS, as
of the date hereof the Holding Company has not received orders for at least the
minimum amount of shares being offered thereby (1,360,000 shares including up to
204,000 shares which will be issued to the shareholders of the Company in
connection with the Merger) pursuant to the prospectus dated May 14, 2008 (the
“Offering”);
WHEREAS, the
Home Parties extended the Offering until August 11, 2008, subject to their
ability to terminate the Offering prior thereto in their discretion, in order to
continue to attempt to obtain orders for at least the minimum number of shares
required to be sold in order to complete the Offering; and
WHEREAS, the
Parties believe it is in their best interests to amend the Agreement to extend
the termination date set forth in Section 7.1(e) to August 31,
2008.
NOW THEREFORE, BE IT
RESOLVED for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Home Parties and the Company hereby agree
as follows:
1. Amendment
to Agreement.
Section
7.1(e) of the Agreement be and hereby is amended in its entirety to read as
follows:
“by
either Home Bancorp or the Company in writing if the Effective Time has not
occurred by the close of business on August 31, 2008, provided that this right
to terminate shall not be available to any Party whose failure to perform an
obligation in breach of such Party’s obligations under this Agreement has been
the cause of, or resulted in, the failure of the Merger to be consummated by
such date.”
2. No Other
Modifications. Except as set forth herein, the Agreement shall
remain in full force and effect with
no further
changes.
[Remainder
of the Page Intentionally Left Blank]
IN
WITNESS WHEREOF, the Parties have caused this Amendment to the Agreement to be
executed by their duly authorized representatives as of this 25th day of
July 2008.
By:
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/s/Xxxxxx
X. Xxxxxxx
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Name:
Xxxxxx X. Xxxxxxx
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Title:
President and Chief Executive
Officer
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HOME
FEDERAL SAVINGS AND LOAN
ASSOCIATION
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By:
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/s/Xxxxxx
X. Xxxxxxx
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Name:
Xxxxxx X. Xxxxxxx
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Title:
President and Chief Executive
Officer
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HOME
FEDERAL MUTUAL HOLDING COMPANY OF LOUISIANA
By:
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/s/Xxxxxx
X. Xxxxxxx
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Name:
Xxxxxx X. Xxxxxxx
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Title:
President and Chief Executive
Officer
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HOME
FEDERAL BANCORP, INC. OF LOUISIANA (FEDERAL)
By:
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/s/Xxxxxx
X. Xxxxxxx
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Name:
Xxxxxx X. Xxxxxxx
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Title:
President and Chief Executive
Officer
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FIRST
LOUISIANA BANCSHARES, INC.
By: | /s/Xxx X. Xxxxxxxxx | |
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Name:
Xxx X. Xxxxxxxxx
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Title:
President
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