EXHIBIT 2.2
AMENDMENT NO. 1
TO AGREEMENT AND PLAN OF MERGER
-------------------------------
THIS AMENDMENT NO. 1 (the "Amendment") to the AGREEMENT AND PLAN OF MERGER
dated as of August 15, 2006 (the "Merger Agreement"; capitalized terms used but
not specifically defined herein shall have the meanings ascribed to such terms
in the Merger Agreement), among ISLANDS BANCORP ("Target"), a corporation
organized and existing under the laws of the State of South Carolina, and
ISLANDS COMMUNITY BANK, N.A. ("Target Bank"), a national banking association, on
the one hand, and AMERIS BANCORP ("Purchaser"), a corporation organized and
existing under the laws of the State of Georgia, and AMERIS BANK (f/k/a American
Banking Company) ("Purchaser Bank"), a Georgia state-chartered bank, on the
other hand, is made as of the 19th day of December, 2006 by and among the
Parties.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Parties desire to amend the Merger Agreement in the manner set
forth herein;
NOW, THEREFORE, in consideration of the foregoing and the representations,
warranties, covenants and agreements set forth herein, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:
SECTION 1. AMENDMENT TO SECTION 3.1(C) OF THE MERGER AGREEMENT. The
-----------------------------------------------------
penultimate sentence of Section 3.1(c) of the Merger Agreement is hereby amended
by deleting the text of such sentence in its entirety and substituting the
following in lieu thereof:
"A Form of Election must be received by the Exchange Agent no later
than by the close of business on January 19, 2007 (the "Election
Deadline") in order to be effective."
SECTION 2. AMENDMENT TO SECTION 7.11 OF THE MERGER AGREEMENT. The
-----------------------------------------------------
first sentence of Section 7.11 of the Merger Agreement is hereby amended by
deleting the text of such sentence in its entirety and substituting the
following in lieu thereof:
"Target will terminate such of the Target Benefit Plans as the Parties
shall agree as of the Effective Time, other than the Contract of
Employment between Target and Xxxx X. Xxxxxxx dated November 17, 2005,
which Purchaser Bank shall assume as of the Effective Time."
SECTION 3. EFFECT ON MERGER AGREEMENT. Except as otherwise
-----------------------------
specifically provided herein, the Merger Agreement shall not be amended but
shall remain in full force and effect.
SECTION 4. BINDING EFFECT; HEADINGS. The covenants contained herein
--------------------------
shall bind, and the benefits hereof shall inure to the benefit of, the
respective successors and permitted assigns of the parties hereto. The section
headings contained in this Amendment are for reference purposes only and will
not affect in any way the meaning or interpretation of this Amendment.
SECTION 5. GOVERNING LAW. This Amendment shall be governed by, and
--------------
construed and enforced in accordance with, the laws of the State of Georgia,
without giving effect to any principles of conflicts of laws.
SECTION 6. COUNTERPARTS; FACSIMILE TRANSMISSION. This Amendment may be
------------------------------------
executed simultaneously in counterparts, each of which will be deemed an
original, and all of which together will constitute one and the same instrument.
Executed counterparts may be delivered via facsimile transmission.
[Signature page follows.]
2
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be
executed on its behalf by its duly authorized officer as of the day and year
first above written.
ISLANDS BANCORP
By: /s/ D. Xxxxxx Xxxxxxx
--------------------------------------------
Its: Chairman of the Board
--------------------------------------------
ISLANDS COMMUNITY BANK, N.A.
By: /s/ D. Xxxxxx Xxxxxxx
--------------------------------------------
Its: Chairman of the Board
--------------------------------------------
AMERIS BANCORP
By: /s/ Xxxxxx Xxxxxx
--------------------------------------------
Its: EVP & CFO
--------------------------------------------
AMERIS BANK
By: /s/ Xxxxxx Xxxxxx
--------------------------------------------
Its: EVP & CFO
--------------------------------------------
3
