Exhibit 2.2
AMENDMENT NO. ONE
TO
AGREEMENT AND PLAN OF MERGER
AMONG
CAPITAL TITLE GROUP, INC.
NATIONS HOLDING GROUP
AND
CTG MERGER ONE CORPORATION
DATED AS OF JUNE 11, 2002
This Amendment No. One (this "AMENDMENT") is made as of July 29, 2002 among
Capital Title Group, Inc., a Delaware corporation ("CAPITAL"), CTG One Merger
Corporation, a California corporation, and Nations Holding Group, a California
corporation ("NHG").
RECITALS:
A. Reference is made to that certain Agreement and Plan of Merger dated as
of June 11, 2002 among the parties hereto (the "ORIGINAL AGREEMENT").
B. Unless otherwise defined herein, capitalized terms used herein shall
have the meanings ascribed to them in the Original Agreement.
C. The Parties wish to amend the Original Agreement as set forth
hereinbelow.
NOW, THEREFORE, in consideration of the premises and mutual promises herein
made, and other good and valuable consideration, the receipt of which is hereby
acknowledged.
1. ADJUSTMENT OF PURCHASE PRICE. The total severance settlement amount
payable by NHG to ▇▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ (the "VAN HIRTUM SEVERANCE SETTLEMENT
AMOUNT") by reason of the termination of his existing employment agreement with
NHG pursuant to the Original Agreement (NET of the federal and state taxes,
determined at the applicable effective federal and state statutory tax rates,
that would have been payable by NHG on such amount had it not been paid to ▇▇.
▇▇▇ ▇▇▇▇▇▇ by NHG) (such net amount, the "ADJUSTED SEVERANCE SETTLEMENT AMOUNT")
shall be deducted from the Purchase Price. Fifty-One percent (51%) of the
Adjusted Severance Settlement Amount shall be deducted from the Cash
Consideration and forty-nine percent (49%) of the Adjusted Severance Settlement
Amount shall be deducted from the Share Consideration.
2. NET WORTH CLOSING ADJUSTMENT. In calculating NHG's Actual Closing Net
Worth, the Parties shall exclude the Van Hirtum Severance Settlement Amount.
3. NHG PAYMENT OF VAN HIRTUM SEVERANCE SETTLEMENT AMOUNT. The Van Hirtum
Severance Settlement Account shall not be payable out of the Merger
Consideration after the Closing; rather, NHG shall pay the Van Hirtum Severance
Settlement Amount to ▇▇. ▇▇▇ ▇▇▇▇▇▇ at or prior to the Closing.
4. ADDITIONAL NHG SHAREHOLDERS' INDEMNIFICATION. The following language is
hereby added at the end of part (i) of Section 14(c) of the Original Agreement:
"or (D) the deduction by NHG of the Van Hirtum Severance Settlement Amount from
the taxable income of NHG is disallowed for any reason by any applicable taxing
authority, and".
5. NHG REPRESENTATION. NHG represents and warrants to Capital that the Van
Hirtum Severance Settlement Amount, which decreases by eight hundred dollars
($800) per day until the Closing occurs, (a) shall not in any event exceed Seven
Hundred Eighty Thousand Dollars ($780,000), and (b) shall be Seven Hundred
Thirty-Two Thousand Dollars ($732,000) if the Closing occurs on September 30,
2002.
6. CONTINUATION OF ORIGINAL AGREEMENT. The provisions of this Amendment
shall control in the event that they are contrary to, or inconsistent with, the
express terms and provisions of the Original Agreement. Except as expressly
amended herein, however, the terms and conditions of the Original Agreement
shall remain in full force and effect.
7. MISCELLANEOUS. The terms and provisions of Section 15 (Miscellaneous) of
the Original Agreement are hereby incorporated herein as if set forth in full
herein, except that for purposes of this Amendment, the word "Agreement" as used
in such Section 15 shall mean this amendment.
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AMENDMENT AS OF THE DATE
FIRST ABOVE WRITTEN.
CAPITAL TITLE GROUP, INC.,
A DELAWARE CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. Head
------------------------------------
Name: ▇▇▇▇▇▇ ▇. Head
Title: Chief Executive Officer
CTG MERGER CORPORATION,
A CALIFORNIA CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. Head
------------------------------------
Name: ▇▇▇▇▇▇ ▇. Head
Title: Chief Executive Officer
NATIONS HOLDING GROUP,
A CALIFORNIA CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇
Title: Chief Executive Officer
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