AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERMerger Agreement • May 19th, 2015 • Banner Corp • State commercial banks
Reference is made to (i) that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 5, 2014, by and among SKBHC Holdings LLC (“Holdings”), Starbuck Bancshares, Inc., a Minnesota corporation (“Starbuck”), and Banner Corporation, a Washington corporation (“Banner”) and (ii) that certain Joinder Agreement (the “Joinder Agreement”) to the Merger Agreement, dated as of December 17, 2014, by and among Holdings, Starbuck, Banner and Elements Merger Sub, LLC, a Washington limited liability company (“Elements”). Unless otherwise defined herein, terms defined in the Merger Agreement and used herein shall have the meanings given to them in the Merger Agreement.
amendment to INVESTOR LETTER AGREEMENTInvestor Letter Agreement • May 19th, 2015 • Banner Corp • State commercial banks • Washington
Reference is made to that certain Agreement and Plan of Merger, dated as of November 5, 2014, by and among SKBHC Holdings LLC (“Holdings”), Starbuck Bancshares, Inc. (“Starbuck”) and Banner Corporation (“Banner”, and such agreement, as amended from time to time, the “Merger Agreement”). Reference is further made to that certain investor letter agreement, dated as of November 5, 2014 (the “Original Agreement”), by and among GS Capital Partners VI Fund, L.P., GS Capital Partners VI GmBH & Co. KG, GS Capital Partners VI Offshore Fund, L.P. and GS Capital Partners VI Parallel, L.P. (collectively, the “Subject Sellers”) and Banner. Capitalized terms used not otherwise defined herein have the same meaning as in the Original Agreement.
