Exhibits 10.1
FIRST AMENDMENT TO
STOCK PURCHASE
AGREEMENT
This First Amendment to Stock
Purchase Agreement (this “ Amendment ”), is
made and entered into as of April 30, 2009, by and between The
Colonial BancGroup, Inc., a Delaware corporation (the “
Company ”) and Taylor, Bean & Whitaker
Mortgage Corp., a Florida corporation (“ TBW ”
and, together with each of the Purchasers listed on Schedule
1 of the Purchase Agreement referred to below, each a “
Purchaser ” and collectively, “
Purchasers ”).
W
I T N
E S S E T H
:
WHEREAS , the Company and TBW executed and delivered
that certain Stock Purchase Agreement, dated as of March 31,
2009 (the “ Purchase Agreement ”; capitalized
terms used herein and not otherwise defined herein shall have the
meanings ascribed to such terms in the Purchase Agreement);
and
WHEREAS , the Company and TBW now wish to amend the
Purchase Agreement to extend the due diligence period and extend
the signing period for the other Purchasers, all as more
particularly set forth herein.
NOW THEREFORE
, in consideration of the foregoing
recitals and the mutual promises, representations, warranties,
covenants and agreements set forth herein, the parties hereto agree
as follows:
Section 1. Amendments to
Article 6 (Additional Agreements) .
(a) Section 6.5(b) of the
Purchase Agreement is deleted in its entirety and the following
substituted in lieu thereof:
“(b) Notwithstanding the
foregoing Section 6.5(a), in the event that, at any time
before close of business on May 22, 2009, the Company receives
an unsolicited Acquisition Proposal and the Company Board concludes
in good faith that there is a reasonable likelihood that such
Acquisition Proposal constitutes or is reasonably likely to result
in a Superior Proposal, the Company may, and may permit the Company
Subsidiaries and its and the Company Subsidiaries’
representatives to, furnish or cause to be furnished nonpublic
information and participate in such negotiations or discussions to
the extent that the Company Board concludes in good faith (and
based on the advice of counsel) that failure to take such actions
would be reasonably likely to result in a violation of its
fiduciary duties under applicable law; provided that prior to
providing any nonpublic information permitted to be provided
pursuant to the foregoing proviso, it shall have entered into a
confidentiality agreement with such third part
