EXHIBIT 2.1
June 25, 1997
MS Financial, Inc.
000 X. Xxxx Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Gentlemen:
This letter confirms our agreement that the Agreement and
Plan of Merger by and among us dated as of February 7, 1997 (the
"Merger Agreement") is amended as follows:
1. Sections 1.2 (g) and (h) of the Merger Agreement and
all references to Sections 1.2 (g) and (h) in the Merger
Agreement are deleted;
2. Sections 1.2 (d) of the Merger Agreement is amended to
read in its entirety as follows:
"(d) Maximum and Minimum Exchange Ratio.
Notwithstanding the provisions of Section 1.2 (c) above and
except for any adjustment made pursuant to Section 1.2 (e),
in no event will the Exchange Ratio exceed .37 or be less
than 0.28."
3. Sections 2.2 (f), 8.2, 8.3, 8.4, 8.5, 8.6, 8.10, 8.37,
8.61 and 8.70 of the Merger Agreement are deleted;
4. Section 7.1 (b) of the Merger Agreement is amended by
changing the date reference therein from "June 30, 1997" to
"August 15, 1997"; and
5. Section 8.77 of the Merger Agreement is amended to read
in its entirety as follows:
"8.77. "Per Share Amount" means $1.63, or such
amount adjusted pursuant to Section 1.2 (e) if such an
adjustment is to be made."
Please acknowledge your agreement to the foregoing by
signing this letter in the space provided below.
Sincerely,
SEARCH FINANCIAL SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Chairman of the Board and
Chief Executive Officer
SEARCH CAPITAL ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
Senior Executive Vice
President
Agreed:
MS FINANCIAL, INC.
By: /s/ Xxxxx X. Xxxxxx, Xx.
Xxxxx X. Xxxxxx, Xx.
Chairman of the Board
The undersigned acknowledge (1) their agreement to the
foregoing amendments to the Merger Agreement (the "Amendment"),
(2) that the Stockholders Agreement dated as of February 7, 1997
by and among Search Financial Services Inc. and the undersigned
(the "Stockholders Agreement") remains in full force and effect
and (3) that all references in the Stockholders Agreement to the
Merger Agreement shall be to the Merger Agreement as amended by
the Amendment.
MS FINANCIAL SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxx, Xx.
Xxxxx X. Xxxxxx, Xx.
President
MS DIVERSIFIED CORPORATION
By: /s/ Xxxxx X. Xxxxxx, Xx.
Xxxxx X. Xxxxxx, Xx.
President
XXXXXX, XXXXX, XXXXXX, XXXXXX
FUND IV, L.P.
By: GTCR IV, L.P., its General
Partner
By: Xxxxxx, Xxxxx, Cressy,
Rauner, Inc., its General
Partner
By: /s/Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
