AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
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THIS AMENDMENT (this "AMENDMENT") to the Agreement and Plan of Merger,
dated as of July 24, 2007 (the "AGREEMENT"), by and among United Community
Financial Corp. ("UCFC"), The Home Savings and Loan Company of Youngstown, Ohio
("HOME SAVINGS"), PVF Capital Corp. ("PVFC") and Park View Federal Savings Bank
("PARK VIEW") (collectively referred to herein as the "PARTIES"), is made and
entered into as of September 25, 2007, by and among the Parties. Capitalized
terms not defined herein shall have the meanings given to them in the Agreement.
WITNESSETH:
WHEREAS, UCFC has determined that, for certain desirable business
purposes, after the merger of PVFC into UCFC, it will be more beneficial to
merge Home Savings into Park View rather than merging Park View into Home
Savings;
WHEREAS, Section 1.05 of the Agreement provides that, with the consent
of the PVFC, UCFC and Home Savings may at any time change the method of
effecting the mergers to the extent UCFC deems such change to be desirable;
WHEREAS, Section 11.08 of the Agreement provides that the Agreement may
be amended by an agreement in writing executed in the same manner as the
Agreement, except that after the PVFC Meeting or UCFC Meeting, the Agreement may
not be amended if it would violate the OGCL; and
WHEREAS, the Boards of Directors of each of the parties to the
Agreement have authorized the execution of this Amendment;
NOW, THEREFORE, in consideration of the premises and the respective
representations, warranties, covenants, agreements and conditions set forth
hereinafter and in the Agreement, the Parties, intending to be legally bound
hereby, agree as follows:
1. The term "BANK MERGER" as used in the Agreement shall be defined
as the merger of Home Savings into Park View; and
2. Exhibit A to the Agreement shall be amended by replacing it in its
entirety with the attached Exhibit A.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, this Amendment has been executed on behalf of the
Parties to be effective as of the date set forth in the first paragraph above.
ATTEST: UNITED COMMUNITY FINANCIAL CORP.
/s/ Xxxx X. Xxxxx By: /s/ Xxxxxxx X. XxXxx
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ATTEST: THE HOME SAVINGS AND LOAN
COMPANY OF YOUNGSTOWN, OHIO
/s/ Xxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
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ATTEST: PVF CAPITAL CORP.
/s/ C. Xxxxx Xxxxxx By: /s/ Xxxx X. Male
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ATTEST: PARK VIEW FEDERAL SAVINGS BANK
/s/ C. Xxxxx Xxxxxx By: /s/ Xxxx X. Male
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2
EXHIBIT A
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AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT OF MERGER (this "Agreement") is entered into as of the
___ day of ___________, 2007, by and between The Home Savings and Loan Company
of Youngstown, Ohio ("HOME SAVINGS"), a savings bank organized under Chapter
1161 of the Ohio Revised Code, and Park View Federal Savings Bank ("PARK VIEW"),
a federal savings bank organized under the laws of the United States of America.
R E C I T A L S :
WHEREAS, Home Savings is a wholly owned subsidiary of United Community
Financial Corporation ("UCFC"), an Ohio corporation, and Park View is a wholly
owned subsidiary of PVF Capital Corp. ("PVFC"), an Ohio corporation;
WHEREAS, UCFC, Home Savings, PVF and Park View have entered into an
Agreement of Merger and Plan of Reorganization dated as of July 24, 2007, as
amended on September ___, 2007 (the "MERGER AGREEMENT"), which provides for the
merger of UCFC with and into PVFC and the subsequent merger of Home Savings with
and into Park View; and
WHEREAS, the boards of directors of each of the parties hereto have
approved this Agreement;
NOW, THEREFORE, in consideration of the mutual premises and mutual
agreements contained herein, the parties hereto have agreed as follows:
ARTICLE I
THE MERGER
Section 1.1. At the Effective Time (as defined in Article IV below),
Home Savings shall merge with and into Park View (the "MERGER") pursuant to Ohio
Rev. Code xx.xx. 1161.76 and 1701.78, 12 U.S.C. ss. 1828(c), and the applicable
regulations of the Division of Financial Institutions of the Ohio Department of
Commerce (the "Division"), the Office of Thrift Supervision ("OTS") and the
Federal Deposit Insurance Corporation ("FDIC"). Upon consummation of the Merger,
the separate corporate existence of Home Savings shall cease and Park View shall
continue as the surviving institution (the "SURVIVING INSTITUTION").
ARTICLE II
NAME OF SURVIVING INSTITUTION
Section 2.1. The name of the Surviving Institution shall be "The Home
Savings and Loan Company of Youngstown, Ohio".
ARTICLE III
CONVERSION OF SECURITIES
Section 3.1. The shares of common stock of Park View issued and
outstanding immediately prior to the Effective Time shall be unaffected by the
Merger and shall constitute the only outstanding shares of capital stock of the
Surviving Institution at and after the Effective Time.
Section 3.2. At the Effective Time, by virtue of the Merger and without
any action on the part of Home Savings or Park View, all of the shares of common
stock of Home Savings that are issued and outstanding immediately prior thereto
shall thereupon be canceled and extinguished.
ARTICLE IV
EFFECTIVE TIME
Section 4.1. The Merger shall become effective immediately following
and contingent upon the occurrence of the closing of the transactions
contemplated by the Merger Agreement and at the date and time specified in the
certificate of merger filed with the Ohio Secretary of State with respect to the
Merger (the "EFFECTIVE TIME"); provided, however, that such filing shall not
occur and the Merger shall not be effective until all of the following events
have taken place: (a) PVF shall have been merged with and into UCFC; (b) the
sole shareholders of Home Savings and Park View shall have adopted this
Agreement; (c) all applicable regulatory waiting periods shall have expired; (d)
a certificate of merger with respect to the Merger shall have been filed with
the Ohio Secretary of State; and (f) application has been made to, and approval
received from, the OTS pursuant to 12 C.F.R. ss. 563.22(a).
ARTICLE V
CHARTER AND BYLAWS
OF SURVIVING INSTITUTION
Section 5.1. The charter and bylaws of the Surviving Institution at and
after the Effective Time shall be as set forth on Exhibit A and Exhibit B
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attached hereto.
ARTICLE VI
EXECUTIVE OFFICERS AND DIRECTORS
OF SURVIVING INSTITUTION
Section 6.1. At and after the Effective Time and until changed in
accordance with the law, the number of directors of the Surviving Institution
shall be twelve. The names, terms of office and residence addresses of the
directors of the Surviving Institution are as set forth on Exhibit C attached
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hereto.
Section 6.2. The officers of Home Savings immediately before the
Effective Time shall serve in the same capacities as officers of the Surviving
Institution at and after the Effective Time.
ARTICLE VII
EFFECTS OF MERGER
Section 7.1. At the Effective Time, Home Savings shall merge with and
into Park View, with Park View as the Surviving Institution. The business of the
Surviving Institution shall be that of a federal savings association, as
provided for in its charter. All assets, rights, interests, privileges, powers,
franchises and property (real, personal and mixed) of Home Savings and Park View
shall be automatically transferred to and vested in the Surviving Institution by
virtue of the Merger without any deed or other document of transfer.
Section 7.2. At the Effective Time, the Surviving Institution, without
any order or action on the part of any court or otherwise and without any
documents of assumption or assignment, shall hold and enjoy all of the assets,
rights, privileges, powers, properties, franchises and interests, including,
without limitation, appointments, powers, designations, nominations and all
other rights, interests and powers as agent or fiduciary, in the same manner and
to the same extent as such rights, interests and powers were held or enjoyed by
Home Savings and Park View, respectively.
Section 7.3. At the Effective Time, the Surviving Institution shall be
responsible for all of the liabilities, restrictions and duties of every kind
and description of both Home Savings and Park View, immediately prior to the
Merger, including, without limitation, liabilities for all savings accounts,
deposits, debts, obligations and contracts of Home Savings and Park View,
respectively, matured or unmatured, whether accrued, absolute, contingent and
otherwise and whether or not reflected or reserved against on balance sheets,
books of accounts or records of either Home Savings or Park View.
Section 7.4. At the Effective Time, deposit accounts of both Park View
and Home Savings shall be deemed issued in the name of the Surviving Institution
in accordance with applicable regulations. All rights of creditors and other
obligees and all liens on property of either Home Savings or Park View shall be
preserved, shall be assumed by the Surviving Institution and shall not be
released or impaired.
ARTICLE VIII
OFFICES OF SURVIVING INSTITUTION
Section 8.1. At the Effective Time, the offices of the Surviving
Institution shall be as set forth on Exhibit D attached hereto.
ARTICLE IX
LIQUIDATION ACCOUNT
Section 9.1. At the Effective Time, the Surviving Institution shall
assume Home Savings' liquidation account established upon Home Savings'
conversion to the stock form of ownership.
ARTICLE X
OTHER TERMS
Section 10.1. All terms used in this Agreement shall, unless defined
herein, have the meanings set forth in the Merger Agreement.
Section 10.2. Subject to applicable law, at any time prior to the
consummation of the Merger, this Agreement may be amended by an instrument in
writing signed on behalf of each of the parties hereto.
Section 10.3. This Agreement shall terminate and become null and void,
and the transactions contemplated herein shall thereupon be abandoned, upon any
occurrence of a termination of the Merger Agreement pursuant to the terms
thereof.
Section 10.4. This Agreement may be executed in any number of
counterparts and by facsimile and electronic transmission, each of which shall
be deemed an original and all of such counterparts shall constitute one and the
same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURES FOLLOW]
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first above written.
ATTEST: THE HOME SAVINGS AND LOAN COMPANY
OF YOUNGSTOWN, OHIO
By:
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Name: Name:
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Title: Title:
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ATTEST: PARK VIEW FEDERAL SAVINGS BANK
By:
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Name: Name:
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Title: Title:
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Exhibits A-D of this Bank Merger Agreement are omitted.
