Exhibit 2.2
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF REORGANIZATION
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF
REORGANIZATION (this "First Amendment"), dated as of January 19,
2000, is made by and among GOLD BANC CORPORATION, INC., a Kansas
corporation ("Gold Banc"), GOLD BANC ACQUISITION CORPORATION XII,
INC., a Kansas corporation ("Acquisition Subsidiary") and
COUNTRYBANC HOLDING COMPANY, an Oklahoma corporation (the
"Company").
RECITALS
A. Gold Banc, Acquisition Subsidiary and the Company
entered into an Agreement and Plan of Reorganization, dated as of
October 22, 1999 (the "Original Agreement"), providing for the
merger of the Company with and into Acquisition Subsidiary (the
"Merger").
B. Gold Banc, Acquisition Subsidiary and the Company
agree that it is in the best interests of the parties for Gold
Banc to increase the exchange ratio by giving more shares of Gold
Banc Common Stock to the CountryBanc shareholders as Merger
consideration and for the Company to eliminate the condition to
closing that the Closing Gold Banc Stock Price is not less than
$9.50.
C. Gold Banc, Acquisition Subsidiary and the Company
desire to amend the Original Agreement in the manner set forth in
this First Amendment (the Original Agreement, as amended by this
First Amendment, is referred to herein as the "Agreement").
AGREEMENT
ACCORDINGLY, in consideration of the premises, the
mutual covenants and agreements set forth herein and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. All capitalized terms not otherwise
defined herein shall have the meanings set forth in the Original
Agreement.
2. REVISED EXCHANGE RATIO. Section 2.7(b) of the
Original Agreement is hereby amended to read as follows:
(b) Each outstanding share of Company Common
Stock (excluding Company Dissenting Shares as
defined in Section 2.8 hereof) and each share
of Vested Company Preferred Stock (excluding
Company Dissenting Shares as defined in
Section 2.8 hereof) shall cease to be
outstanding and shall be converted into
and exchanged for the number of shares of
Gold Banc Common Stock determined by dividing
(X) the greater of (i) 8,351,000 shares, or
(ii) the quotient of $75,725,000 divided by
the Closing Gold Banc Stock Price, by (Y) the
sum of (i) the number of shares of Company
Common Stock issued and outstanding as of the
Effective Time and (ii) the number of shares
of Vested Company Preferred Stock issued and
outstanding as of the Effective Time (the
"Exchange Ratio"). Fractions of shares
determined pursuant to this Section 2.7(b)
shall be rounded to three decimal places.
3. DELETION OF WALK AWAY PRICE. The text of Section
7.9 of the Original Agreement is hereby deleted in its entirety
and the word "[Reserved]" is inserted in lieu thereof (with
conforming changes to the table of contents).
4. CORRECTION OF SCRIVENER'S ERROR. Section
8.5(a)(iii) of the Original Agreement is hereby amended by
deleting from the parenthetical the word "consolidated" and
inserting in its place thereof the words "parent company only."
5. COMPLETION OF MERGER. Section 11.1(b) of the
Original Agreement is hereby amended by deleting the term "March
31" in each place it appears and replacing it in each such place
with the term "April 30."
6. MISCELLANEOUS. The parties to this First
Amendment ratify and approve all of the remaining terms and
provisions of the Original Agreement not specifically modified or
amended in this First Amendment. In the event that any term or
provisions of this First Amendment is inconsistent with the terms
and provisions of the Original Agreement, the terms and
provisions of this First Amendment shall control.
7. COUNTERPARTS. This First Amendment may be
executed in counterparts, each of which shall be deemed an
original and all of which, taken together, shall constitute a
single instrument.
8. GOVERNING LAW. This First Amendment shall be
governed by and construed and enforced in accordance with the
laws of the State of Kansas.
IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the date first above written.
GOLD BANC CORPORATION, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
Name : Xxxxxxx X. Xxxxxxx
Title: President and Chief Executive Officer
ATTEST:
/s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Secretary
GOLD BANC ACQUISITION CORPORATION XII, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
Name : Xxxxxxx X. Xxxxxxx
Title: President
ATTEST:
/s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Secretary
COUNTRYBANC HOLDING COMPANY
By: /s/ Xxx X. XxXxxxx
Name: Xxx X. XxXxxxx
Title: Chairman of the Board
ATTEST:
/s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Secretary
