EXHIBIT 2.1
AMENDMENT TO AGREEMENT AND PLAN
OF REORGANIZATION
This AMENDMENT TO AGREEMENT AND
PLAN OF REORGANIZATION , dated as of September 27, 2005
(this “Amendment”), is entered into by and between
MILLENNIUM BANKSHARES CORPORATION , a Virginia corporation
(“Acquiror”), and ALBEMARLE FIRST BANK , a
Virginia state bank (“Bank”).
RECITALS
A. Acquiror and Bank are parties to a certain
Agreement and Plan of Reorganization (the “Agreement”)
dated as of June 9, 2005.
B. After the execution of the Agreement, Bank
advised Acquiror that an additional 10,000 Bank Stock Options (as
defined in the Agreement) were outstanding and not Previously
Disclosed (as defined in the Agreement) by Bank to
Acquiror.
C. Acquiror and Bank desire to amend the Agreement
to adjust the amount of the per share Merger Consideration (as
defined in the Agreement) to, among other things, take into account
the existence of the additional Bank Stock Options.
NOW, THEREFORE,
in consideration of the premises and
of the mutual covenants, representations, warranties and agreements
contained herein, the Parties agree to amend the Agreement as
follows:
AMENDMENT
Section 1
. Amendment .
The Agreement is hereby amended as
follows:
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(a)
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Section 3.01(b) is hereby deleted in its
entirety and replaced with the following: 1
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“(b) Outstanding Bank
Common Stock . Subject to Section 3.03, each share of Bank
Common Stock issued and outstanding immediately prior to the
Effective Time (other than any shares of Bank Common Stock owned by
Acquiror) shall be converted at the Effective Time into the
following (the “Merger Consideration”):
(i) for each such share of Bank Common Stock with
respect to which an election to receive cash has been effectively
made and not revoked or lost pursuant to Section 3.02 or
Section 3.03 (the “Electing Bank Shares”), the
right to receive $15.80 in cash (the “Cash
Consideration”), and
(ii) for each such share of Bank Common Stock (other
than Electing Bank Shares), the right to receive a number of shares
of fully paid and nonassessable Acquiror Common Stock equal to the
quotient of “A” divided by “B,” where
“A” shall equal $15.80, and where “B” shall
equal the Acquiror
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1
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This Amendment amends
Section 3.01(b) as follows: The number “$15.82” in
each of Section 3.01(b)(i) and Section 3.01(b)(ii) has
been decreased to “$15.80”, the number
“2.2600” in Section 3.01(b)(ii) has been decreased
to “2.2571”, and the number “1.8833” in
Section 3.01(b)(ii) has been decreased to
“1.8810”.
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Average Price (the “Exchange
Ratio”); provided , however , that the Exchange
Ratio shall not be greater than 2.2571 and shall not be less than
1.8810. The Exchange Ratio is subject to adjustment as set forth in
Section 3.06
