FIRST AMENDMENT TO MERGER
AGREEMENT
THIS FIRST
AMENDMENT TO MERGER AGREEMENT (this “Amendment”),
dated as of March 9, 2009, is by and between Investors
Bancorp, Inc., a Delaware corporation (“Investors”),
and American Bancorp of New Jersey, Inc., a New Jersey corporation
(“ABNJ”), and amends the Merger Agreement (the
“Merger Agreement”), dated as of December 14,
2008, by and between Investors and ABNJ, pursuant to which ABNJ is
to merge with and into Investors (the “Merger”).
Capitalized terms used herein and not otherwise defined herein
shall have the meanings given to them in the Merger
Agreement.
WHEREAS ,
the Board of Directors of each of Investors and ABNJ has determined
that this Amendment is in the best interests of their respective
companies and shareholders and wish to proceed with the Merger in
accordance with the terms of the Merger Agreement, as amended
hereby.
NOW ,
THEREFORE , in consideration of the mutual agreements set
forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, Investors and
ABNJ, intending to be legally bound, agree as follows:
1.
Amendment to Section 3.2 of the Merger Agreement.
Section 3.2.1 of the Merger Agreement is revised and replaced
in its entirety to read as follows:
3.2.1 Holders of
ABNJ Common Stock may elect to receive shares of Investors Common
Stock or cash (in either case without interest) in exchange for
their shares of ABNJ Common Stock in accordance with the procedures
set forth herein; provided that, in the aggregate, and subject to
the provisions of Section 3.2.7, 65% of the total number of
shares of ABNJ Common Stock issued and outstanding at the Effective
Time, excluding any Treasury Shares (the “Stock Conversion
Number”), shall be converted into the Stock Consideration and
the remaining outstanding shares of ABNJ Common Stock shall be
converted into the Cash Consideration. Shares of ABNJ Common Stock
as to which a Cash Election (including, pursuant to a Mixed
Election) has been made are referred to herein as “Cash
Election Shares.” Shares of ABNJ Common Stock as to which a
Stock Election has been made (including, pursuant to a Mixed
Election) are referred to as “Stock Election Shares.”
Shares of ABNJ Common Stock as to which no election has been made
(or as to which an Election Form is not returned properly
completed) are referred to herein as “Non-Election
Shares.” The aggregate number of shares of ABNJ Common Stock
with respect to which a Stock Election has been made is referred to
herein as the “Stock Election Number.”
2.
Amendment to Section 11.1 of the Merger Agreement.
Section 11.1.10 of the Merger Agreement is revised and
replaced in its entirety to read as follows:
11.1.10
By ABNJ, if its Board of Directors so determines by a majority vote
of the members of its entire Board, at any time during the five-day
period commencing on and following the Determination Date, such
termination to be effective on the 10 th day following such Determination Date
(“Effective Te
