1
EXHIBIT 2
AMENDMENT
TO
AMENDED AND RESTATED AGREEMENT OF AFFILIATION AND MERGER
This AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF AFFILIATION AND
MERGER (the "Amendment") is made and entered into as of this 2nd day of June,
1998, by and among BLUE RIVER BANCSHARES, INC. ("Blue River"), SHELBY COUNTY
BANCORP ("Shelby County") and SHELBY COUNTY SAVINGS BANK, FSB ("SCSB").
WITNESSETH:
WHEREAS, Blue River, Shelby County and SCSB are parties to that certain
Amended and Restated Agreement of Affiliation and Merger dated March 12, 1998
(the "Agreement"); and
WHEREAS, the federal Office of Thrift Supervision ("OTS") has required
SCSB, based upon the OTS's most recent examination of SCSB, to take certain
actions which will reduce the shareholders' equity of SCSB; and
WHEREAS, Blue River, Shelby County and SCSB have agreed to a reduction
in the consideration to be received by the shareholders of Shelby County under
Section 2.01 of the Agreement in order for Blue River to continue to pursue the
transactions contemplated by the Agreement; and
WHEREAS, a majority of the respective Boards of Directors of Blue
River, Shelby County and SCSB have approved this Amendment and have authorized
its execution and delivery.
NOW, THEREFORE, in consideration of the foregoing premises, the
agreements and mutual obligations contained herein and other good and valuable
consideration, the receipt and sufficiency are hereby acknowledged, Blue River,
Shelby County and SCSB hereby agree as follows:
1. The parties hereto hereby agree that the consideration to be
received by shareholders of Shelby County pursuant to the Agreement shall be
reduced Two Dollars ($2.00) per share from Fifty-Eight Dollars ($58.00) to
Fifty-Six Dollars ($56.00) per share of Shelby County Common Stock.
Accordingly, the parties hereby agree that Section 2.01 of the Agreement is
hereby amended and replaced in its entirety such that, as amended, such section
shall read as follows:
2.01. Conversion of Shelby County Common Stock. Upon and by
virtue of the Merger becoming effective at the Effective Time, each
issued and outstanding share of Shelby County Common Stock shall be
converted into the right to receive a cash amount equal to Fifty-Six
Dollars ($56.00) ("Conversion Price").
2. The parties hereto may restate the Agreement to reflect the
provisions set forth in this Amendment upon the due execution hereof.
3. Except as expressly provided herein, this Amendment shall not
amend, modify or supplement the terms, conditions or provisions of the
Agreement.
2
4. The parties hereto agree that all of their respective representations,
warranties, covenants and obligations set forth in the Agreement shall remain
in and continue in full force and effect as provided in the Agreement.
5. This Agreement may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute one
and the same agreement.
6. This Agreement and the Agreement constitute the entire agreement among
the parties hereto relating to this subject matter hereof, except with respect
to the Confidentiality Agreement dated December 9, 1997, by and between Blue
River and Shelby County, the Lock-Up Agreement, the Termination Agreement and
the Disclosure Schedule delivered with the Prior Agreement, each of which shall
remain in full force and effect in accordance with their respective provisions.
7. All capitalized terms used herein that are not otherwise defined in
this Amendment shall have the same meanings ascribed to them in the Agreement.
8. This Amendment shall be governed by and construed in accordance with
the laws of the State of Indiana.
* * * *
-2-
3
IN WITNESS WHEREOF, Blue River, Shelby County and SCSB have entered into,
executed and delivered this Amendment as of the date and year first above
written.
BLUE RIVER BANCSHARES, INC.
By: /s/ Xxxxxx X. Xxxx
-----------------------------
Xxxxxx X. Xxxx, President
ATTEST:
By: /s/ D. Xxxxxx Xxxxxxx
-------------------------------
D. Xxxxxx Xxxxxxx, Secretary
SHELBY COUNTY BANCORP
By: /s/ Xxxxx X. Xxxxxxx
---------------------------
Xxxxx X. Xxxxxxx, Chairman
ATTEST:
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------
Xxxxx X. Xxxxxxx, Secretary
SHELBY COUNTY SAVINGS BANK, FSB
By: /s/ Xxxxx X. Xxxxxxx
--------------------------
Xxxxx X. Xxxxxxx, Chairman
ATTEST:
By: /s/ Xxxxx X. Xxxxx
---------------------------
Xxxxx X. Xxxxx, Secretary
-3-
