EXHIBIT 2.05
AMENDMENT NUMBER ONE TO
AGREEMENT TO MERGE SCC ACQUISITION, INC.
WITH AND INTO FIRST MIDLOTHIAN CORPORATION UNDER THE
CHARTER OF FIRST MIDLOTHIAN CORPORATION
AND UNDER THE TITLE OF FIRST MIDLOTHIAN CORPORATION
THIS AMENDMENT NUMBER ONE TO AGREEMENT TO MERGE SCC ACQUISITION, INC. WITH
AND INTO FIRST MIDLOTHIAN CORPORATION UNDER THE CHARTER OF FIRST MIDLOTHIAN
CORPORATION AND UNDER THE TITLE OF FIRST MIDLOTHIAN CORPORATION is made and
entered into this 29th day of February, 1996 by and between FIRST MIDLOTHIAN
CORPORATION, a Texas corporation registered as a bank holding company, located
in Midlothian, Texas ("First Midlothian"); SCC ACQUISITION, INC. a Texas
corporation ("Newco") which has been approved as a wholly-owned operating
subsidiary of SURETY BANK, NATIONAL ASSOCIATION, a national banking association
located in Lufkin, Texas ("Surety Bank"); and joined in by Surety Bank and all
those individuals and entities who have subscribed their names hereto
individually and as a Director (hereinafter referred to individually as a
"Director" and collectively as the "Directors").
WHEREAS, the parties have agreed to amend the October 17, 1995 Agreement to
Merge SCC Acquisition, Inc. With and Into First Midlothian Corporation Under the
Charter of First Midlothian Corporation and Under the Title of First Midlothian
Corporation (the "Holding Company Merger Agreement") as set forth herein;
NOW THEREFORE, for and in consideration of the covenants, terms and
conditions of the Holding Company Merger Agreement and the mutual benefits to
the parties established by this Amendment Number One to Holding Company Merger
Agreement, the parties agree that the following sections of the Holding Company
Merger Agreement are hereby amended as follows:
1. SECTION 5(b) SHALL BE AMENDED IN FULL TO READ AS FOLLOWS:
(b) Book Value shall mean the sum of First Bank's total stockholders'
equity (defined as capital stock, surplus, undivided profits and
retained earnings) determined in accordance with generally accepted
accounting principles applied on a consistent basis, with reserves
acceptable to First Midlothian and Surety, but specifically excluding
the Pre-Closing Loan Loss/REO Adjustments as same are defined in
Amendment Number Two to Reorganization Agreement entered into on even
date herewith. The Book Value as defined above shall be determined
pursuant to an audit or other specified review procedure prepared by
Coopers & Xxxxxxx, and the Book Value of First Bank shall be based on
the results of that audit or specified review procedure.
2. Except as specifically amended by this Amendment Number One to Holding
Company Merger Agreement, the Holding Company Merger
Agreement by and between the parties shall remain in full force and effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
Number One to be signed in counterparts all as of the date first above written.
FIRST MIDLOTHIAN CORPORATION
By: /s/ Xxx Xxxxxxx
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Its: Secretary
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Scc ACQUISITION, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Its: President
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Surety Bank hereby joins in the foregoing Amendment Number One to Holding
Company Merger Agreement, and undertakes that it will be bound thereby and will
do and perform all acts and things therein referred to or provided to be done by
it.
IN WITNESS WHEREOF, Surety Bank has caused this undertaking to be made in
counterparts by its duly authorized officer and its corporate seal to be
hereunto affixed as of the date first above written.
SURETY BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxxx
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Its: President
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The Directors hereby join in the foregoing Amendment Number One to Merger
Agreement, and undertake that they will be bound thereby and will do and perform
all acts and things therein referred to or provided to be done by them.
/s/ Xxxxxx Xx Xxxxx
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Xxxxxx Xx Xxxxx, Individually and as a
Director of First Midlothian Corporation
and First National Bank
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/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Individually and as a
Director of First Midlothian Corporation
and First National Bank
/s/ X. X. Xxxxxxxxxx, Xx.
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X. X. Xxxxxxxxxx, Xx., Individually and
as a Director of First Midlothian
Corporation and First National Bank
/s/ Xxx X. Xxxxxxx
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Xxx X. Xxxxxxx, Individually and as a
Director of First Midlothian Corporation
and First National Bank
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Individually and as a
Director of First Midlothian Corporation
and First National Bank
----------------------------------------
X. X. Xxxxxxx, Individually and as a
Director of First Midlothian Corporation
and First National Bank
/s/ X. X. Xxxxxxx
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X. X. Xxxxxxx, Individually and as a
Director of First Midlothian Corporation
and First National Bank
/s/ E. L. Xxxx
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E. L. Xxxx, Individually and as a
Director of First Midlothian Corporation
and First National Bank
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