FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
This FIRST AMENDMENT dated as of September 30, 1995 to AGREEMENT AND
PLAN OF MERGER made as of May 16, 1995 by and between Crestar Financial
Corporation ("Crestar") and Loyola Capital Corporation ("Loyola") recites
and provides:
A. Crestar and Loyola deem it advisable to commence branch closing
procedures with respect to seven branches of Loyola FSB prior to the
Effective Date.
B. Loyola is willing to commence these procedures if Loyola can be
reasonably assured that the Merger will become effective as anticipated on
December 31, 1995.
C. Crestar is willing to provide Loyola these reasonable assurances by
waiving certain conditions precedent to its obligations to consummate the
Merger set forth in Section 5.2 of the Agreement.
D. To induce Crestar to waive certain of these conditions, Loyola is
willing to affirm, as of September 30, 1995, the accuracy of its
representations and warranties and compliance with its undertakings.
NOW, THEREFORE, in consideration of the mutual benefit to be derived
from this First Amendment, Crestar and Loyola adopt this First Amendment and
agree as follows:
1. AFFIRMATION OF REPRESENTATION.
Loyola affirms the representation and warranty made in Section 2.10 of
the Agreement as of September 30, 1995.
2. WAIVER BY CRESTAR. Notwithstanding the provisions of Section
5.2 of the Agreement,
(i) the accuracy of Loyola's representations and warranties
contained in the Agreement at the Closing Date, as required by Section
5.2(a), is waived by Crestar except for Sections 2.2, 2.3 and 2.10, whose
satisfaction on the Closing Date shall be required unless thus waived by
Crestar;
(ii) Loyola's performance of its covenants contained in
Article IV of the Agreement to and through the Closing Date, as required by
Section 5.2(b), are waived by Crestar except for Sections 4.2, 4.9 and 4.13,
which shall continue in force to and through the Closing Date unless earlier
waived by Crestar;
(iii) the officer's certificate required by Section 5.2(c)
and the opinion required by Section 5.2(d) are, to the extent each covers the
matters waived in clauses (i) and (ii), similarly are waived by Crestar; and
(iv) Section 5.2(e) is waived by Crestar.
3. AMENDMENT OF DEFINED TERMS. (a) the term "Material" as
defined in Section 8.1 of the Agreement is amended in its entirety to read as
follows:
"Material" means material to Crestar or Loyola (as the case
may be) and its respective subsidiaries, taken as a whole,
provided, that for the purpose of assuring Loyola's compliance
with Sections 4.2(c)(iii), (iv), (v) and (vii) of the Agreement,
material shall mean $3 million.
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(b) The term "Material Adverse Effect" as defined in Section 8.1
of the Agreement is amended in its entirety to read as follows:
"Material Adverse Effect," with respect to a Person, means
any condition, event, change or occurrence that individually,
or in the aggregate with any other condition, event, change
or occurrence, is reasonably likely to have a material adverse
effect upon (i) the financial condition, business or results
of operations of such Person and its Subsidiaries, taken as a
whole, or (ii) the ability of such Person to perform its
obligations under, and to consummate the transactions contemplated
by this Agreement; PROVIDED, that reduction in Loyola's net
income attributable to movements in interest rates shall not
by itself constitute a Material Adverse Effect as to Loyola so
long as Loyola manages its portfolio gap position in a manner
consistent with past practices, AND PROVIDED FURTHER, that for
the purpose of determining satisfaction of Section 2.10 by Loyola
as of the Closing Date, a condition, event, change or occurrence
(or a series of conditions, events, changes or occurrences) shall
be deemed to have a "Material Adverse Effect" only if they, in the
aggregate and in Crestar's judgment, exercised reasonably, would
result in a reduction in Loyola's shareholders equity from its
amount at September 30, 1995 of $8.8 million or more.
4. COOPERATION. Loyola agrees to fully cooperate in implementing
the branch closing procedures beginning on September 30, 1995.
5. NO BOARD APPROVAL. This First Amendment is a waiver referred
to in clause (i) of Section 8.7 of the Agreement, and no approval of either
the Crestar or Loyola boards of directors is required.
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IN WITNESS WHEREOF, each of the parties have caused this First Amendment
to be executed as of the date first above written.
CRESTAR FINANCIAL CORPORATION
By: /s/ Richard G. Tilghman
-----------------------------------
Richard G. Tilghman
Chairman of the Board and
Chief Executive Officer
LOYOLA CAPITAL CORPORATION
By: /s/ Joseph W. Mosmiller
-----------------------------------
Joseph W. Mosmiller
Chairman of the Board and
Chief Executive Officer
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