AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF REORGANIZATION
EXHIBIT 2.1
AMENDMENT
NO. 3 TO
AGREEMENT
AND PLAN
OF
REORGANIZATION
This
Amendment No. 3 (this “Amendment”) is entered into as of this 12th day of June,
2008 by and between First Guaranty Bancshares, Inc., a Louisiana corporation
(“First Guaranty”), and First Community Holding Company, a Louisiana corporation
(the “Seller”).
WHEREAS, First Guaranty and
the Seller have executed and delivered that certain Agreement and Plan of
Reorganization, dated November 2, 2007, as amended on March 27, 2008 and as
further amended on May 29, 2008 (the “Reorganization Agreement”), which
Reorganization Agreement is still in full force and effect; and
WHEREAS, the Reorganization
Agreement currently provides that if the transactions contemplated by the
Reorganization Agreement are not consummated on or before June 16, 2008, either
party may terminate the Reorganization Agreement without penalty if such
terminating party is not in breach of the Reorganization Agreement;
and
WHEREAS, because all necessary
regulatory approvals have not been obtained, First Guaranty and the Seller will
be unable to consummate the transactions contemplated by the Reorganization
Agreement by June 16, 2008; and
WHEREAS, First Guaranty and
the Seller desire to amend the Reorganization Agreement to extend the time by
which the transactions contemplated by the Reorganization Agreement must be
consummated.
NOW, THEREFORE, in
consideration of the premises and the mutual agreements herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
SECTION
1. Definitions; Rules of Usage.
For purposes of this Amendment, capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to them in the Reorganization
Agreement, as such may be amended, modified, extended, supplemented, restated
and/or replaced from time to time. In addition, the defined term
“Agreement” in the Reorganization Agreement shall include this
Amendment.
SECTION
2. Amendment to Section
6.1(c). The Reorganization Agreement is hereby amended by
deleting the text of Section 6.1(c) in its entirety and inserting the following
in lieu thereof:
“(c) Abandonment. By
either party if (i) all conditions to Closing in ARTICLE 5 have not been
met (other than through the failure to comply fully with its obligations under
this Agreement on the part of any party seeking to terminate this Agreement) or
waived on or before June 30, 2008, or (ii) any such condition cannot be met
by such date and has not been waived by the party in whose favor it runs, or
(iii) the Merger has not occurred by such date.”
SECTION
3. Ratification. Except
as specifically modified hereby, the terms and provisions of the Reorganization
Agreement are hereby ratified and confirmed and remain in full force and
effect.
SECTION
4. Applicable
Law. THIS AMENDMENT IS TO BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF LOUISIANA (WITHOUT REGARD TO THOSE LAWS
RELATING TO CHOICE OF LAW) APPLYING TO CONTRACTS ENTERED INTO AND TO BE
PERFORMED WITHIN THE STATE OF LOUISIANA. VENUE FOR ANY CAUSE OF
ACTION ARISING FROM THIS AMENDMENT WILL LIE IN TANGIPAHOA PARISH,
LOUISIANA.
SECTION
5. Counterpart
Execution. This Amendment may be executed by any one or more
of the parties in any number of counterparts, each of which shall be deemed to
be an original, but all such counterparts shall together constitute one and the
same instrument.
IN WITNESS WHEREOF, each of
the parties hereto has caused this Amendment to be duly executed by an officer
thereunto duly authorized as of the date and year first above
written.
By: /s/ Xxxxxxx X.
Xxxxx
Xxxxxxx X. Xxxxx
President
FIRST COMMUNITY
HOLDING COMPANY
By: /s/ Xxxxxxx X.
Xxxxxx
Xxxxxxx
X. Xxxxxx
Chairman
of the Board of Directors
69454.000001
EMF_US 25887848v1
