EXHIBIT 2.1
FIRSTATLANTIC FINANCIAL HOLDINGS, INC.
0000 XXXXXXXXX XXXX, XXXXX 000
XXXXXXXXXXXX, XXXXXXX 00000
June 13, 2007
Xx. Xxxxxxx Xxxxxxx, III
Blue River Bancshares, Inc.
00 Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxx 00000
Re: Amendment to Agreement and Plan of Reorganization by and between
Blue River Bancshares, Inc. ("Blue River") and FirstAtlantic
Financial Holdings, Inc. ("Holdings"), dated as of September 18,
2006 (the "Agreement")
Dear Xx. Xxxxxxx:
The purpose of this letter is to confirm our amendment to the Agreement
(the "Amendment"). The Office of Thrift Supervision has extended the date by
which it will reach a determination on the applications filed by Holdings in
connection with the Agreement until July 8, 2007. As a result, Blue River and
Holdings have agreed to extend the date after which either party may terminate
the Agreement under Section 7.01(a)(i) from June 30, 2007 until July 15, 2007
and for up to four (4) additional one-week periods, which additional one-week
extensions shall be granted by Blue River in consideration for the payment of
$25,000 (the "Extension Consideration") from Holdings for each such one-week
extension. Section 7.01(a)(i), as amended, shall read as follows:
"if the Transactions contemplated by this Agreement have not
been consummated by July 15, 2007 (the "Termination Date");
provided, however, that the Termination Date may be extended
for additional one-week periods ending on each of July 22,
2007, July 29, 2007, August 5, 2007 and August 15, 2007
(each, an "Extension"), upon payment by Holdings to Blue
River of $25,000 on or before each of July 13, 2007, July 20,
2007, July 27, 2007 and August 03, 2007 with respect to each
Extension, respectively; provided further, that a party
hereto in willful breach of or willful default hereunder
shall have no right to terminate this Agreement pursuant to
this Section 7.01(a)(i); or"
In consideration for Blue River's agreement to these extensions under
Section 7.01(a)(i), Blue River and Holdings have agreed that the Xxxxxxx Money
provided for under Section 1.02(c) of the Agreement shall be fully
non-refundable. Effective immediately, the Xxxxxxx Money shall be disbursed in
full to Blue River, and Holdings shall forfeit any claim thereto. The payment of
the Xxxxxxx Money to Blue River
pursuant to this paragraph shall be applied against the Stock Consideration
payable under Section 1.02(b) of the Agreement.
Additionally, the Stock Consideration payable to Blue River at the
Effective Time under Section 1.02(b) of the Agreement shall be reduced by an
amount equal to one-half of any amounts paid by Holdings with respect to any
Extension (as defined in Section 7.01(a)(i)). The Extension Consideration shall,
when paid, be fully non-refundable and shall not be required to be held in a
restricted deposit account by Blue River.
All capitalized terms used and not otherwise defined herein shall have
the same meaning given such terms in the Agreement.
If the foregoing is acceptable to Blue River, please so indicate by
countersigning this letter agreement where indicated below and returning it to
us.
Sincerely,
FirstAtlantic Financial Holdings, Inc.
/s/ Xxxx Xxxx Xxxxxx
Xxxx Xxxx Xxxxxx
Chairman
Agreed and Accepted as of the date hereof:
Blue River Bancshares, Inc.
By: /s/ Xxxxxxx Xxxxxxx, III
------------------------------------
Xxxxxxx Xxxxxxx, III
Chief Executive Officer
Cc: Xxxxx X. Xxxxxx, Esq.
T. Xxxxxxx Xxxxxxx
Xxxxxxx X. Xxxxxxxxx, Esq.
