EXHIBIT 2.1
AMENDMENT TO THE
STOCK PURCHASE AGREEMENT
This Amendment to the Stock Purchase Agreement (the "Amendment") is
made to be effective as of May 31, 2003, by and among First Federal of Northern
Michigan ("FFNM"), InsuranCenter Corp. of Alpena ("ICA"), Xxxxx X. Xxxxxxxxx and
Xxxxxxxx X. Xxxxxxxxx ("Shareholders").
RECITALS:
A. WHEREAS, effective February 28, 2003, FFNM, ICA and Shareholders
executed a Stock Purchase Agreement (the "SPA") in which FFNM agreed to purchase
from Shareholders all of ICA's common stock (the "Shares").
B. WHEREAS, pursuant to Section 1.5 of the SPA, as amended by the
amendment dated effective as of April 30, 2003, the Closing Date on the purchase
of the Shares shall in no event occur prior to January 1, 2003 or later than
June 1, 2003, unless Shareholders and FFNM agree in writing to an earlier or
later date.
C. WHEREAS, FFNM, ICA and Shareholders are desirous of extending the
Closing Date in accordance with Sections 1.5 and 10.11 of the SPA.
D. WHEREAS, capitalized terms used herein and not otherwise defined
shall have the meaning set forth in the SPA.
NOW THEREFORE, the undersigned agree as follows:
1. Pursuant to Section 1.5 of the SPA, the parties hereby agree to
extend the time for Closing to June 13, 2003.
2. Section 9.1(b) of the SPA is amended by replacing "June 1, 2003"
with "June 13, 2003."
3. Except as expressly amended hereby, the SPA shall continue in full
force and effect in accordance with the provisions thereof on the date hereof,
and this Amendment shall not be deemed to waive or amend any provision of the
SPA except as expressly set forth herein. As used in the SPA, the terms "this
Agreement," "herein," "hereinafter," "hereunder," "hereto," and words of similar
import shall mean and refer to, from and after the date hereof, unless the
context otherwise specifically requires, the SPA as amended by this Amendment.
4. This Amendment shall be construed in accordance with and governed by
the laws of the State of Michigan.
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5. This Amendment may be executed in several counterparts and all so
executed shall constitute one agreement binding on all parties hereto,
notwithstanding that all parties have not signed the original or same
counterpart.
WITNESS the execution hereof as of the date first written above.
FFNM:
FIRST FEDERAL OF NORTHERN MICHIGAN
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, President and CEO
ICA:
INSURANCENTER CORP. OF ALPENA
By: /s/ Xxxxx X. Xxxxxxxxx
----------------------
Xxxxx X. Xxxxxxxxx, President
SHAREHOLDERS:
/s/ Xxxxx X. Xxxxxxxxx
----------------------
Xxxxx X. Xxxxxxxxx
/s/ Xxxxxxxx X. Xxxxxxxxx
--------------------------
Xxxxxxxx X. Xxxxxxxxx
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