SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT
Exhibit 2.1
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT, dated as of August 22, 2005 (this “Amendment”),
by and between MIDWEST BANC HOLDINGS, INC., a Delaware corporation (“Seller”), and WESTERN ILLINOIS
BANCSHARES, INC., an Iowa corporation (“Purchaser”).
RECITALS
A. Seller and Purchaser are parties to a certain Stock Purchase Agreement (the “Agreement”)
dated as of May 31, 2005.
B. Seller and Purchaser amended the Agreement as of July 13, 2005.
C. Seller and Purchaser desire to amend the Agreement again to allow the Seller to sell
certain securities identified on Schedule 3.01A, attached hereto.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants, representations,
warranties and agreements contained herein, the Parties agree to amend the Agreement as follows:
AMENDMENT
Section 1. Amendment. The Agreement is hereby amended as follows:
(a) In Section 1.01 of the Agreement, the definition of “Portfolio Adjustment Amount” is
deleted in its entirety and the following is substituted in lieu thereof:
“Portfolio Adjustment Amount” means the Financial Accounting Standard 115 Adjustment computed
according to GAAP (the “FAS 115 Adjustment”) for the Bank as of the close of business on the day
immediately preceding the Closing Date. To the extent that the FAS 115 Adjustment as of the close
of business on the day immediately preceding the Closing Date is a positive number, the amount of
the Tier One Capital shall be increased by this amount to determine the Final Adjusted Tier One
Capital. To the extent that the FAS 115 Adjustment as of the close of business on the day
immediately preceding the Closing Date is a negative number, the amount of the Tier One Capital
shall be decreased by this amount to determine the Final Adjusted Tier One Capital.
(b) Section 2.02 of the Agreement is deleted in its entirety and the following is
substituted in lieu thereof.
Section 2.02. Purchase Price. The purchase price that shall be paid by Purchaser
to Seller for the Shares is $30,000,000 (the “Purchase Price”); subject to adjustment as provided
in this Section 2.02 and Section 2.03. In the event that the Estimated Final Adjusted Tier One
Capital is greater than $17,216,000, then, Seller shall cause the Bank, on or before the Closing
Date, to make a dividend distribution to Seller in an amount equal to the amount by which the
Estimated Final Adjusted Tier One Capital exceeds $17,216,000; provided, however, that in the event
that, for regulatory or other reasons, the Bank shall not be entitled or otherwise permitted to
dividend to Seller the entire amount of such excess prior to the Closing, then the Purchase Price
shall be increased on a dollar-for-dollar basis by the amount of such excess that shall not have
been so distributed by the Bank to Seller as a dividend prior to the Closing.
Illustration. For purposes of illustration of the calculation
of the Purchase Price and related distributions to be made at or prior to
the Closing, the Parties acknowledge and agree that, based upon the balance
sheet data of the Bank as of July 31, 2005, the Purchase Price would have
been $30,000,000 and the amount of the dividend distribution from the Bank
to Seller would have been $5, 565,000, respectively, as of such date,
determined as follows: The Tier One Capital of the Bank as of July 31, 2005 was $24, 906,000 and, as of the same date, the
FAS 115
Adjustment was negative $2, 125,000. Therefore, the Purchase Price
as of such date would have been $30,000,000 and the amount of the dividend
distribution from the Bank to Seller would have been $5, 565,000 (which is
the difference between Final Adjusted Tier One Capital of $22, 781,000
(which is the Tier One Capital as of July 31, 2005 of $24, 906,000 less the
amount of the Portfolio Adjustment as of July 31, 2005 of $2, 125,000) and
$17,216,000).
(c) The following new section 3.01A shall be inserted into the Agreement:
3.01A. Sale of Investment Securities. Notwithstanding any provisions of Section 3.01
to the contrary, the Seller shall, in cooperation with the Buyer, cause the Bank to sell the
investment securities designated on Schedule 3.01A attached hereto, on or prior to the Closing.
The Seller shall reinvest the funds into short term U.S. Government Securities or a short
term Repurchase Agreement backed by U.S. Government Securities.
Section 2. Continued Force and Effect. Except as expressly amended or
modified hereby, each of the terms, provisions, covenants, representations and warranties contained
in the Agreement shall remain in full force and effect.
Section 3. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to constitute an original.
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[Signature pages follow on next page]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in counterparts by
their duly authorized officers, all as of the day and year first above written.
| WESTERN ILLINOIS BANCSHARES, INC. | ||||
| By: | /s/ A. S. Xxxx, III | |||
| Name: | A.S. Xxxx, III | |||
| Title: | President | |||
| By: | /s/ Xxxxxxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxxxxxx Xxxxx | |||
| Title: | Secretary | |||
| MIDWEST BANC HOLDINGS, INC. |
||||
| By: | /s/ Xxxxx X. Xxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxx | |||
| Title: | President and Chief Executive Officer | |||
Schedule 3.01A. Sale of Investment Securities
| Description | CUSIP | Current Par | ||
| Agencies | ||||
FNMA 4 5/8 |
00000XXX0 | 3,000,000 | ||
FNMA 4 3/8 |
00000XXX0 | 5,000,000 | ||
FNMA 4 1/2 |
0000X0XX0 | 10,000,000 | ||
FNMA 3 1/8 |
00000XXX0 | 10,000,000 | ||
FHLMC 4 |
0000X0XX0 | 23,220,000 | ||
MBS Fixed |
||||
MBS FHLMC |
00000XXX0 | 2,617,766 | ||
MBS FNMA 254 |
00000XXX0 | 3,329,249 | ||
MBS FNMA 673 |
00000XXX0 | 1,793,119 | ||
MBS FNMA 707 |
00000XXX0 | 5,633,766 |
