FIRST AMENDMENT TO AGREEMENT OF MERGER
EXHIBIT
2.1
FIRST
AMENDMENT TO
THIS FIRST AMENDMENT TO AGREEMENT OF
MERGER (hereinafter sometimes referred to as the “Amendatory Agreement”), dated
as of the 16th day of June, 2009, by and among PREMIER FINANCIAL BANCORP, INC.
(“Premier”), ▇▇▇▇▇▇▇ ▇▇▇▇▇ NATIONAL BANCORP, INC. (“▇▇▇▇▇”) and AANB ACQUISITION
CORP. (“Interim Company”);
W
I T N E S S E T H:
WHEREAS, Premier and ▇▇▇▇▇ have entered
into an Agreement of Merger dated as of December 30, 2008 (the “Agreement”)
which has been adopted by Interim Company by Adoption Agreement dated as of
January 27, 2009 (the “Adoption Agreement’); and
WHEREAS, Section 8.1 of the Agreement,
captioned “Grounds for Termination”, provides that the Agreement and
the transactions contemplated thereby may be terminated at any time prior to the
Closing Date (as defined in the Agreement) upon occurrence of various events,
including, as set forth in Subsection (j) of Section 8.1, by either ▇▇▇▇▇ or
Premier if the Closing does not occur on or before June 30, 2009 unless extended
by mutual agreement in writing; and
WHEREAS, ▇▇▇▇▇, Premier and Interim
Company wish to extend the date by which Closing must occur to September 30,
2009; and
WHEREAS, Section 6(d) of the Agreement,
captioned “Conditions Precedent”, provides that consummation of the merger is
conditioned upon certain conditions, including, as set forth in Subsection (d)
of Section 6, that Premier shall have completed the issuance to the United
States Treasury of $24,000,000 of Premier Preferred Stock and warrants related
thereto pursuant to the CPP, and Section 8.1 of the Agreement, captioned
“Grounds for Termination”, provides that the Agreement and the transactions
contemplated thereby may be terminated at any time prior to the Closing Date
upon the occurrence of various events, including, as set forth in Subsection (k)
of Section 8.1, by Premier if the issuance of at least $24,000,000 of Premier
Preferred Stock and attendant warrants to the U.S. Treasury has not occurred;
and
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EXHIBIT
2.1 - Continued
WHEREAS, the $24,000,000 amount of
Premier Preferred Stock was determined based upon the pro forma combined amount
of Premier’s and ▇▇▇▇▇ total risk-weighted assets, which amount has and may in
the future decrease, and the parties hereto wish to amend the Agreement to
provide for such decreases; and
WHEREAS, the Agreement provides in
Section 9 that it may be amended or modified as therein provided.
NOW, THERFORE, in consideration of the
foregoing premises, which are not mere recitals but are an integral part hereof,
and in consideration of the mutual agreements hereinafter provided for, the
parties hereto agree as follows:
1. Subsection
(j) of Section 8.1 of the Agreement is hereby amended to read as
follows:
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(j)
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By
either ▇▇▇▇▇ or Premier, if the Closing does not occur on or before
September 30, 2009 unless extended by mutual agreement in writing;
or
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2. Subsection
(d) of Section 6 of the Agreement is hereby amended to read as
follows:
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(d)
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Issuance of Premier
Preferred Stock Pursuant to CPP. Premier shall have
completed the issuance to the United States Treasury of (i) Premier
Preferred Stock in an amount of at least $20,000,000 and (ii) warrants for
the purchase of Premier Common Stock with an aggregate market price equal
to 15% of such Premier Preferred Stock pursuant to the CPP upon terms and
conditions set forth in the CPP purchase
documents.
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3. Subsection
(k) of Section 8.1 of the Agreement is hereby amended to read as
follows:
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(k)
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By
Premier, if the issuance of (i) Premier Preferred Stock in an amount at
least $20,000,000 and (ii) attendant warrants for Premier Common Stock to
the U.S. Treasury has not occurred.
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EXHIBIT
2.1 - Continued
4. Except
as herein amended, the Agreement and the Adoption Agreement shall remain in full
force and effect in accordance with their respective terms, which are hereby
reaffirmed.
PREMIER FINANCIAL BANCORP,
INC.
By _/s/ Brien M.
Chase_____________________
Brien ▇. ▇▇▇▇▇, Senior Vice
President
and Chief Financial
Officer
ATTEST
_/s/ ▇▇▇▇▇ ▇.
Adkins_____________
Its
Assistant Secretary
▇▇▇▇▇▇▇ ▇▇▇▇▇ NATIONAL BANCORP,
INC.
By _/s/ ▇▇▇▇▇ ▇.
Troutman__________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice
President
and
Chief Financial Officer
ATTEST
_/s/ ▇▇▇▇▇ ▇.
Scott_______________
Its
Secretary
AANB ACQUISITION CORP.
By _/s/ Brien M.
Chase_____________________
Brien ▇. ▇▇▇▇▇, President
ATTEST
_/s/ ▇▇▇▇▇▇
Napier_______________
Its
Secretary
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