EXHIBIT 10.31
SECOND AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
This Second Amendment (the "Second Amendment") to Agreement and Plan
of Reorganization, (the "Agreement"), dated December 3, 1997, as amended on
December 18, 1997, between Premier Bancshares, Inc. ("Premier") and The Bank
Holding Company ("BHC"), is made and entered into as of the 23rd day of
December, 1997. Unless otherwise defined herein, all capitalized terms used
herein shall have the meanings ascribed to them in the Agreement.
WHEREAS, the parties desire to amend the Agreement to extend the
termination period in connection with the due diligence review of BHC by
Premier.
NOW, THEREFORE, in consideration of the premises, mutual covenants and
agreements contained herein and in the Agreement, the receipt and legal
sufficiency of which are hereby acknowledged, and for the purpose of amending
the Agreement, Premier and BHC hereby agree as follows:
1. That Section 10.1(h) of the Agreement be deleted in its entirety
and the following new Section 10.1(h) shall be inserted in lieu thereof:
(h) By the Board of Directors of Premier, at any time prior to
the close of business on December 31, 1997, without any Liability in
the event that the review of the Assets, business, financial
condition, results of operations, and prospects of BHC undertaken by
Premier or any of the disclosures contained in BHC's Disclosure
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Memorandum causes the Board of Directors of Premier to determine in
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its reasonable good faith judgment, that a fact or circumstance exists
or is likely to exist or result which materially and adversely impacts
one or more of the economic benefits to Premier of the transactions
contemplated by this Agreement so as to render inadvisable the
consummation of the Merger; or
Except as specifically amended herein the Agreement shall remain in full
force and effect.
The parties further agree that this Second Amendment may be signed in any
number of counterparts and delivery of such counterparts may be effected by a
facsimile transmission thereof; and any such facsimile counterpart shall be
deemed to be an original, with the same effect as if the signatures thereto were
upon the same original document.
[SIGNATURES CONTAINED ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties have caused this Second Amendment to be
signed by their duly authorized officers as of the date first shown above.
Attest: PREMIER BANCSHARES, INC.
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxxx
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Secretary President and Chief Operating Officer
[CORPORATE SEAL]
Attest: THE BANK HOLDING COMPANY
/s/ Xxxxxxx X. Price /s/ Xxxxxx X. Xxxxxxx, Xx.
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Secretary Chairman
[CORPORATE SEAL]
