MUTUAL TERMINATION AGREEMENT
Exhibit
2.2
This
MUTUAL TERMINATION AGREEMENT is entered into as of August 14, 2008 (this
"Agreement"), by and among Home Federal Bancorp, Inc. of Louisiana, a federally
chartered mid-tier holding company ("Bancorp"), Home Federal Bancorp, Inc. of
Louisiana, a Louisiana corporation (“New Holding Company”), Home Federal Mutual
Holding Company, a federally chartered mutual holding company (the "MHC"), Home
Federal Savings and Loan Association, a federally chartered stock savings
association (the "Association", and collectively with Bancorp, New Holding
Company, the MHC and the Association, the “Home Parties”) and First Louisiana
Bancshares, Inc. (“First Louisiana”).
RECITALS
WHEREAS,
the Home Parties and First Louisiana are parties to that certain Agreement and
Plan of Merger dated as of December 11, 2007, as amended July 25, 2008 (the
"Merger Agreement") (capitalized terms used herein but not otherwise defined
herein shall have the meanings ascribed to them in the Merger Agreement);
and
WHEREAS,
the respective boards of directors of the Home Parties and the board of
directors of First Louisiana have determined it is in the best interests of
their respective companies and stockholders to terminate the Merger Agreement as
provided herein effective immediately upon execution of this
Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the agreements set forth
herein, and intending to be legally bound hereby, the parties agree as
follows:
1.
Termination of Merger
Agreement.
(a) The
Home Parties and First Louisiana hereby terminate the Merger Agreement pursuant
to Section 7.1(a) of the Merger Agreement, effective immediately upon the
execution of this Agreement.
(b) The
Home Parties agree to terminate all affiliate letter executed by a First
Louisiana director in connection with the Merger Agreement.
2. Effect of Termination; Mutual Discharge and
Release.
Each
party hereto, on behalf of itself and, to the extent permitted by law, its
affiliates, subsidiaries, directors, officers, stockholders, employees, agents,
financial and legal advisors and other representatives, and the successors and
assigns of each of them (each, a "Releasing Party"), hereby fully, finally and
forever releases each other party hereto and each of their respective
affiliates, subsidiaries, directors, officers, stockholders, employees, agents,
financial and legal advisors and other representatives, and the successors and
assigns of each of them, from any and all liabilities and obligations, claims,
causes of action and suits, at law or in equity, whether arising under any
United States federal, state or local or any foreign law or otherwise, that any
Releasing Party has or has had arising out of, relating to, or in connection
with the Merger Agreement and the transactions contemplated thereby, including,
without limitation, any liability or obligation arising out of any breach of any
representation, warranty, covenant or agreement contained in the Merger
Agreement (including any fee set forth in Section 8.1 of the Merger Agreement),
provided that nothing in this Section 2 shall impair the survival and full force
of the terms of Section 5.4(b) of the Merger Agreement which deal with
confidentiality.
3. Survival of Confidentiality
Provisions.
(a) Notwithstanding
anything contained in this Agreement to the contrary, the provisions of Section
5.4(b) of the Merger Agreement shall survive and remain in full force and effect
in accordance with its terms.
(b) Each
of the Home Parties and First Louisiana shall promptly deliver to the other all
agreements, documents, contracts, instruments, books, records, materials and
other information (in any format) ("Proprietary Information") of the other
party, and, at the other party's sole election, return or destroy (provided that
any such destruction shall be certified by a duly authorized representative of
the party) all copies, reproductions, summaries, analyses or extracts thereof or
based thereon (whether in hard-copy form or on intangible media, such as
electronic mail or computer files) in the party's possession or in the
possession of any of its representatives. Notwithstanding the return or
destruction of any Proprietary Information, or documents or material containing
or reflecting any Proprietary Information, the parties will continue to be bound
by their obligations of confidentiality and other obligations hereunder for a
period of five years after the date of this Agreement.
4. Representations and
Warranties.
Each of
the Home Parties and First Louisiana hereby represents and warrants to the other
party that: (a) it has full power and authority to enter into this Agreement and
to perform its obligations hereunder in accordance with the provisions of this
Agreement, (b) this Agreement has been duly authorized, executed and delivered
by such party, and (c) this Agreement constitutes a legal, valid and binding
obligation of such party, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency and similar laws affecting creditors' rights
and remedies generally and to general principles of equity, whether applied in a
court of law or a court of equity.
5. Public
Announcement.
The Home
Parties will issue a mutually agreed upon press release upon the signing of this
Agreement with respect to the termination of the Merger Agreement.
6. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of the
State of Louisiana, without giving effect to the conflict of law provisions
thereof (except to the extent that mandatory provisions of federal law are
applicable). This Agreement shall be binding upon any successor to the Home
Parties or First Louisiana.
7. Specific
Performance.
The
parties hereto agree that irreparable damage would occur in the event any
provision of this Agreement were not performed in accordance with the terms
hereof and that the parties shall be entitled to specific performance of the
terms hereof, in addition to any other remedy at law or in equity. It is
accordingly agreed that in any proceeding seeking specific performance each of
the parties will waive the defense of adequacy of a remedy at law.
[Signature
page follows]
IN
WITNESS WHEREOF, the Parties have caused this Amendment to the Agreement to be
executed by their duly authorized representatives as of date first written
above.
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HOME
FEDERAL BANCORP, INC. OF LOUISIANA
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By:
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/s/
Xxxxxx X. Xxxxxxx
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Name:
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Xxxxxx
X. Xxxxxxx
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Title:
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President
and Chief Executive Officer
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HOME
FEDERAL SAVINGS AND LOAN ASSOCIATION
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By:
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/s/
Xxxxxx X. Xxxxxxx
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Name:
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Xxxxxx
X. Xxxxxxx
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Title:
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President
and Chief Executive Officer
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HOME
FEDERAL MUTUAL HOLDING COMPANY OF LOUISIANA
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By:
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/s/
Xxxxxx X. Xxxxxxx
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Name:
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Xxxxxx
X. Xxxxxxx
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Title:
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President
and Chief Executive Officer
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HOME
FEDERAL BANCORP, INC. OF LOUISIANA (FEDERAL)
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By:
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/s/
Xxxxxx X. Xxxxxxx
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Name:
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Xxxxxx
X. Xxxxxxx
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Title:
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President
and Chief Executive Officer
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FIRST
LOUISIANA BANCSHARES, INC.
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By:
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/s/
Xxx X. Xxxxxxxxx
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Name:
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Xxx
X. Xxxxxxxxx
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Title:
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President
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