FIRST AMENDMENT TO
PURCHASE AND ASSUMPTION
AGREEMENT
First amendment, dated as of June 19, 1998 (the "Amendment"), to the
Purchase and Assumption Agreement, dated as of March 28, 1998 (the "Agreement"),
between Bank of New Hampshire, as successor to CFX Bank ("Seller"), and First
Essex Bank, FSB ("Purchaser"). Capitalized terms which are not defined herein
shall have the meanings set forth in the Agreement unless the context otherwise
requires.
WITNESSETH:
WHEREAS, Purchaser and Seller desire to confirm certain agreements
relating to the closing of the transactions contemplated by the Agreement and
related matters;
NOW THEREFORE, Purchaser and Seller hereby agree as follows:
1. The transfer of assets and assumption of liabilities of the Branch
Offices shall occur in two steps: the Closing relating to the three Branch
Offices located in Manchester and Hillsborough, New Hampshire shall occur on or
about June 19, 1998 (the "Manchester Closing") and the closing relating to the
two Branch Offices located in Concord, New Hampshire (the "Concord Closing," and
together with the Manchester Closing, the "Closings") shall occur on or about
June 26, 1998. The Effective Time of the Manchester Closing and the Concord
Closing shall be as of 5:00 p.m., local time, on the date on which the
particular Closing occurs. The requirements for each Closing shall be as set
forth in Section 3.2 of the Agreement.
2. Seller shall deliver to Purchaser, pursuant to Section 3.3(a) of the
Agreement, a Final Closing Statement for each Closing concurrently within 20
business days following the Effective Time of the Concord Closing; and within 10
business days thereafter Purchaser and Seller shall meet at the time and place
and for the purpose specified in such section of the Agreement.
3. This Amendment is limited as specified and shall not constitute a
modification or waiver of any of the provisions of the Agreement, which shall
continue in full force and effect except as provided herein.
4. This Amendment shall become effective on the date when it is
executed by Purchaser and Seller.
5. This Amendment may be executed in counterparts, each of which when
so executed and delivered shall be an original, but all of which shall
constitute one and the same instrument.
6. From and after the date that this Amendment shall become effective,
all references to the Agreement shall be deemed to be references to the
Agreement as amended hereby.
7. This Amendment and the rights and obligations of the parties
hereunder shall be governed by and construed in accordance with the laws of the
State of New Hampshire.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be duly executed as of the date first above written.
BANK OF NEW HAMPSHIRE
By: /s/ R. ▇▇▇▇▇ ▇▇▇▇▇
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Name: R. ▇▇▇▇▇ ▇▇▇▇▇
Title: President and Chief
Executive Officer
FIRST ESSEX BANK, FSB
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President and Chief
Executive Officer
