Exhibit 2
AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT (this “
Amendment ”) to the Agreement and Plan of Merger,
dated as of July 24, 2007 (the “ Agreement
”), by and among United Community Financial Corp. (“
UCFC ”), The Home Savings and Loan Company of
Youngstown, Ohio (“ Home Savings ”), PVF Capital
Corp. (“ PVFC ”) and Park View Federal Savings
Bank (“ Park View ”) (collectively referred to
herein as the “ Parties ”), is made and entered
into as of September 25, 2007, by and among the Parties.
Capitalized terms not defined herein shall have the meanings given
to them in the Agreement.
WITNESSETH:
WHEREAS, UCFC has determined that,
for certain desirable business purposes, after the merger of PVFC
into UCFC, it will be more beneficial to merge Home Savings into
Park View rather than merging Park View into Home Savings;
WHEREAS, Section 1.05 of the
Agreement provides that, with the consent of the PVFC, UCFC and
Home Savings may at any time change the method of effecting the
mergers to the extent UCFC deems such change to be desirable;
WHEREAS, Section 11.08 of the
Agreement provides that the Agreement may be amended by an
agreement in writing executed in the same manner as the Agreement,
except that after the PVFC Meeting or UCFC Meeting, the Agreement
may not be amended if it would violate the OGCL; and
WHEREAS, the Boards of Directors of
each of the parties to the Agreement have authorized the execution
of this Amendment;
NOW, THEREFORE, in consideration of
the premises and the respective representations, warranties,
covenants, agreements and conditions set forth hereinafter and in
the Agreement, the Parties, intending to be legally bound hereby,
agree as follows:
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1. |
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The term “ Bank Merger ” as used in the
Agreement shall be defined as the merger of Home Savings into Park
View; and |
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2. |
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Exhibit A to the Agreement shall be amended by replacing
it in its entirety with the attached Exhibit A. |
[SIGNATURES ON FOLLOWING PAGE]
EXHIBIT A
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT OF MERGER
(this “Agreement”) is entered into as of the ___day of
___, 2007, by and between The Home Savings and Loan Company of
Youngstown, Ohio (“ Home Savings ”), a savings
bank organized under Chapter 1161 of the Ohio Revised Code,
and Park View Federal Savings Bank (“ Park View
”), a federal savings bank organized under the laws of the
United States of America.
R
E C I T A L S :
WHEREAS , Home Savings is a
wholly owned subsidiary of United Community Financial Corporation
(“ UCFC ”), an Ohio corporation, and Park View
is a wholly owned subsidiary of PVF Capital Corp. (“
PVFC ”), an Ohio corporation;
WHEREAS , UCFC, Home Savings,
PVF and Park View have entered into an Agreement of Merger and Plan
of Reorganization dated as of July 24, 2007, as amended on
September ___, 2007 (the “ Merger Agreement ”),
which provides for the merger of UCFC with and into PVFC and the
subsequent merger of Home Savings with and into Park View;
and
WHEREAS , the boards of
directors of each of the parties hereto have approved this
Agreement;
NOW, THEREFORE, in
consideration of the mutual premises and mutual agreements
contained herein, the parties hereto have agreed as follows:
ARTICLE I
THE MERGER
Section 1.1. At the Effective
Time (as defined in Article IV below), Home Savings shall
merge with and into Park View (the “ Merger ”)
pursuant to Ohio Rev. Code §§ 1161.76 and 1701.78, 12
U.S.C. § 1828(c), and the applicable regulations of the
Division of Financial Institutions of the Ohio Department of
Commerce (the “ Division ”), the Office of
Thrift Supervision (“ OTS ”) and the Federal
Deposit Insuranc
