AMENDMENT NO. 1 TO AGREEMENT
AND PLAN OF MERGER
THIS
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (the “
Amendment”) , effective as of January 20, 2005, amends
that certain Agreement and Plan of Merger (the “ Merger
Agreement ”), dated as of December 16, 2004, by and
between SCBT Financial Corporation, a South Carolina corporation
(“ Buyer ”) and New Commerce BanCorp, a South
Carolina corporation (“ Seller ”).
WHEREAS
, Buyer and Seller are parties to the Merger Agreement;
WHEREAS
, the parties wish to amend the Merger Agreement as provided
herein;
WHEREAS
, pursuant to Section 1.4 of the Merger Agreement, Buyer has the
right to revise the structure of the Merger contemplated by the
Merger Agreement by merging Seller with and into a wholly-owned
subsidiary of Buyer, provided, that no such revision to the
structure of the Merger shall result in (i) any changes in the
amount or type of the consideration which the holders of share of
Seller Common Stock or Seller Rights are entitled to receive under
the Merger Agreement, or (ii) would unreasonably impede or delay
consummation of the Merger.
NOW,
THEREFORE , in consideration of the above and the agreements
set forth herein, the parties agree as follows:
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1. |
The text of Section 1.1 of the Merger Agreement is hereby
deleted and replaced in its entirety with the
following: |
“1.1
Merger
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(a) |
First Step Merger. Subject to the terms and conditions of this
Agreement and the Plan of Merger, at the Effective Time, SCBT
Interim Corporation (“ SCBT Interim ”), a South
Carolina corporation and wholly owned subsidiary of South Carolina
Bank and Trust, N.A., (“SCBT Bank”) shall be merged
with and into Seller in accordance with the applicable provisions
of the South Carolina Business Corporation Act (“SCBCA
”) and the National Bank Act and with the effect provided
therein. Seller shall be the Surviving Corporation resulting from
the Merger, shall continue to be governed by the Laws of the State
of South Carolina and shall operate under the name “New
Commerce BanCorp.” This First Step Merger shall be
consummated pursuant to the terms and conditions of this Agreement
and the First Step Plan of Merger in substantially the form of
Exhibit 1 , which has been approved and adopted by the
Boards of Directors of SCBT Interim and Seller. |
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(b) |
Second Step Merger. Subject to the terms and conditions of this
Agreement and the Second Step Plan of Merger, immediately
subsequent to the First Step Merger and on the same |
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