EXHIBIT 2.7
(logo) FIRST FEDERAL SAVINGS BANK
OF BRUNSWICK, GEORGIA
January 17, 1997
Xx. Xxxxxxx X. Xxxxx
President
NationsBank Corporation
NationsBank Corporate Center
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
RE; Amended and Restated Agreement and Plan of Reorganization, dated as of
November 20, 1989, as amended by Amendment Number One, dated as of August
20, 1990 ("Amendment Number One"), and Amendment Number Two, dated as of
December 19, 1990 ("Amendment Number Two"), by and between NationsBank
Corporation (as successor to The Citizens and Southern Corporation, et
al.) and First Federal Savings Bank of Brunswick, Georgia (together, the
"Agreement")--Waiver of Certain Provisions
Dear Xx. Xxxxx:
This letter, which reflects recent discussions between First Federal Savings
Bank of Brunswick, Georgia ("First Federal") and NationsBank Corporation
("NationsBank"), is intended to constitute an effective waiver of certain
provisions of the Agreement, in accordance with Section 11.5 thereof, as
described below. This letter is in lieu of my letter to you dated December 27,
1996, which should be disregarded in its entirety.
1. NationsBank and First Federal mutually agree that, to reduce the number
of regulatory filings and related costs, the acquisition of First Federal by
NationsBank should be accomplished by the organization of an interim federal
stock savings bank as a direct wholly owned subsidiary of NationsBank and the
merger of that entity with and into First Federal, which shall be the surviving
entity. Therefore, NationsBank and First Federal each hereby waives any and all
obligations of the other to comply with any and all of the provisions of
Amendment Number One to the Agreement, and each hereby waives any and all
conditions precedent to the obligations of the other in connection with such
waived provisions.
000 Xxxxxxxxxx Xxxxxx x Xxxxxxxxx, Xxxxxxx 00000-0000 o (000) 000-0000
o Facsimile (000) 000-0000
Reply To: Xxxx Xxxxxx Xxx 0000 x Xxxxxxxxx, Xxxxxxx 00000-0000
Xx. Xxxxxxx X. Xxxxx
January 17, 1997
Page 2
2. NationsBank and First Federal each hereby waives any and all rights
under Section 10.1(c) of the Agreement and any and all obligations of the other
to comply with any and all of the provisions of Amendment Number Two, and each
hereby waives any and all conditions precedent to the obligations of the other
in connection with such waived provisions. In so waiving these provisions,
NationsBank and First Federal each acknowledge the Order and Judgement of the
Superior Court for the County of Xxxxx, State of Georgia, dated October 11,
1996, in which it was adjudged and decreed that "the parties shall consummate
the merger agreement, as promptly as possible consistent with applicable law and
regulations governing such transactions."
Except as to those matters specifically addressed above, the foregoing
waivers shall not prejudice any rights of First Federal or NationsBank under the
Agreement, including without limitation the separate Orders of the Superior
Court of Xxxxx County, Georgia dated December 16, 1994 or October 11, 1996.
By signing below, NationsBank and First Federal each agrees to the
foregoing and acknowledges compliance by the other with the notice provisions of
Section 11.8 of the Agreement.
Sincerely yours,
FIRST FEDERAL SAVINGS BANK OF
BRUNSWICK, GEORGIA
By: /S/ Xxx X. Xxxxx III
Xxx X. Xxxxx III
Chairman of the Board
Xx. Xxxxxxx X. Xxxxx
January 17, 1997
Page 3
Acknowledged and agreed to this 17th day of January, 1997.
NATIONSBANK CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
_________________________
Xxxxxxx X. Xxxxx
President
