FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Exhibit
2.1
FIRST
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
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FIRST
AMENDMENT TO
This
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”)
is made and entered into as of July 29, 2008, between FIRST CLOVER LEAF
FINANCIAL CORP., a Maryland corporation and federal stock holding company
(“FCLF”),
and PARTNERS FINANCIAL HOLDINGS, INC., a Delaware corporation and bank holding
company (“Partners”).
Recitals
A. FCLF
and Partners entered into an Agreement and Plan of Merger, dated as of April 30,
2008 (the “Merger
Agreement”), which sets forth the terms and conditions governing the
proposed merger of Partners with and into FCLF.
B. Capitalized
terms contained herein but not otherwise defined shall have the respective
meanings ascribed to them in the Merger Agreement.
C. Since
the Mailing Date is closer, as initially contemplated by the parties, to the
date the Merger Registration Statement is declared effective by the SEC, the
parties hereto desire to amend the Merger Agreement as hereinafter set forth to
change the definition of the “Election Form Record Date.”
D. Since
the Closing is not as close to the date of the Partners Stockholders’ Meeting as
initially contemplated by the parties, the parties hereto desire to amend the
Merger Agreement as hereinafter set forth to provide for a later Election
Deadline.
Agreement
NOW
THEREFORE, in consideration of the mutual covenants herein and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Section
3.3.2 of the Merger Agreement is hereby amended by changing the definition of
“Election Form Record Date” to mean each Partners Stockholder who is the record
holder of Partners Common Stock as of the record date set by the Board of
Directors of Partners for purposes of the Partners Stockholders
Meeting.
The
remainder of Section 3.3.2 shall be unchanged and remain in full force and
effect.
2. Section
3.3.3 of the Merger Agreement is hereby amended by deleting the first sentence
of the section in its entirety and inserting in lieu thereof the
following:
To be
effective, a properly completed Election Form shall be submitted to the Exchange
Agent on or before 5:00 p.m., Edwardsville, Illinois time, on October 8, 2008,
or such other date as the parties may agree, and if not October 8, 2008 but a
different date, as shall be announced to the Partners Stockholders (the
“Election Deadline”).”
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The
remainder of Section 3.3.3 shall be unchanged and remain in full force and
effect.
3. Except
as amended by this Amendment, the Merger Agreement remains in full force and
effect.
4. This
Amendment may be executed in one or more counterparts, all of which shall be
considered one and the same Amendment and shall become effective when one or
more counterparts have been signed by each of the parties hereto and delivered
to each of the other parties hereto. Facsimile signatures shall be valid and
treated as originals.
5. This
Amendment shall be governed by the internal laws of the state of Illinois
without reference to conflict of law principals.
IN
WITNESS WHEREOF, each of the parties has caused this Amendment to be executed on
its behalf by its officers thereunder duly authorized, as of the date first set
forth above.
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By
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/s/
Xxxxxx X. Xxxxx
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Name:
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Xxxxxx
X. Xxxxx
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Title:
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President
and CEO
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PARTNERS
FINANCIAL HOLDINGS, INC.
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By
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/s/
Xxxx X. Xxxxx
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Name:
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Xxxx
X. Xxxxx
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Title:
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Chairman
and CEO
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