Exhibit 2.4
FIRST AMENDMENT
TO
BANK MERGER AGREEMENT
THIS FIRST AMENDMENT TO BANK MERGER AGREEMENT (this
"First Amendment"), dated as of January 21, 2000, is made by and
among GOLD BANK, currently a Kansas banking association and
formerly a national banking association ("Gold Bank"), and a
direct subsidiary of Gold Banc Corporation, Inc., a Kansas
corporation ("Gold Banc"), and FIRST BUSINESS BANK OF KANSAS
CITY, N.A., a national banking association (the "Bank"), and a
subsidiary of First Business Bancshares of Kansas City, Inc., a
Missouri corporation (the "Company").
RECITALS
A. Gold Bank and the Bank entered into a Bank Merger
Agreement, dated as of December 10, 1999 (the "Original
Agreement"), providing for the merger of the Bank with and into
Gold Bank (the "Bank Merger").
B. Gold Bank and the Bank agree that it is in the
best interests of the parties to increase the exchange ratio by
giving more shares of Gold Banc Common Stock to the Bank minority
shareholders as Merger consideration and for the Bank to
eliminate the condition to closing that the Average Gold Bank
Stock Price is not less then $10.50 (which was in the Merger
Agreement and, indirectly, a condition to the Bank Merger
Agreement).
C. Gold Bank and the Bank desire to amend the
Original Agreement in the manner set forth in this First
Amendment (the Original Agreement, as amended by this First
Amendment, is referred to herein as the "Agreement").
AGREEMENT
ACCORDINGLY, in consideration of the premises, the
mutual covenants and agreements set forth herein and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. All capitalized terms not otherwise
defined herein shall have the meanings set forth in the Original
Agreement.
2. REVISED EXCHANGE RATIO. Section 2.1(c) of the
Original Agreement is hereby amended to read as follows:
(b) Each outstanding share of Bank Common Stock
(excluding Bank Dissenting Shares as defined in
Section 2.3 hereof) that is not owned by the
Surviving Corporation immediately prior to the
Bank Merger Effective Time shall be converted into
9.5962 shares (the "Bank Merger Exchange Ratio")
of Gold Banc Common Stock. Fractions of
shares determined pursuant to this Section 2.1(c)
shall be rounded to three decimal places.
3. CONFORMING CHANGE TO SECTION 2.1. The last
sentence of Section 2.1, which immediately follows Section
2.1(c), shall be deleted.
4. MISCELLANEOUS. The parties to this First
Amendment ratify and approve all of the remaining terms and
provisions of the Original Agreement not specifically modified or
amended in this First Amendment. In the event that any term or
provisions of this First Amendment is inconsistent with the terms
and provisions of the Original Agreement, the terms and
provisions of this First Amendment shall control.
5. COUNTERPARTS. This First Amendment may be
executed in counterparts, each of which shall be deemed an
original and all of which, taken together, shall constitute a
single instrument.
6. GOVERNING LAW. This First Amendment shall be
governed by and construed and enforced in accordance with the
laws of the State of Kansas.
IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the date first above written.
GOLD BANK
By: /s/ Xxxxxxx X. Xxxxxxx
Name : Xxxxxxx X. Xxxxxxx
Title: President and Chief Executive Officer
ATTEST:
/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Cashier
FIRST BUSINESS BANK OF KANSAS CITY, N.A.
By: /s/ Xxxxxxxxx X. Xxxxxx, Xx.
Name: Xxxxxxxxx X. Xxxxxx, Xx.
Title: President and Chief Executive Officer
ATTEST:
/s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Secretary
