Exhibit 2.2
AMENDMENT TO PURCHASE AND ASSUMPTION AGREEMENT
This AMENDMENT ("Amendment") to the Purchase and Assumption Agreement,
dated as of April 8, 1999 (the "Purchase and Assumption Agreement" or
"Agreement"), is entered into as of this 24th day of June, 1999 by and between
ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION ("Seller"), a federally-chartered
stock savings association, and CENTRAL NATIONAL BANK,CANAJOHARIE ("Purchaser"),
a national banking association. Capitalized terms used in this Amendment and not
otherwise defined herein shall have the meanings set forth in the Purchase and
Assumption Agreement.
R E C I T A L S:
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WHEREAS, pursuant to the Purchase and Assumption Agreement, Purchaser
agreed, subject to the terms and conditions set forth in the Agreement, to
acquire certain assets and assume certain liabilities of Seller with respect to
the Branches of Seller through the following transactions, all of which were to
occur sequentially but in effect simultaneously: (1) the establishment by
Purchaser of an interim federal savings bank subsidiary ("FSB Interim Sub"); (2)
the purchase by FSB Interim Sub of certain assets and the assumption of certain
liabilities relating to the Branches as provided therein; (3) the conversion of
FSB Interim Sub to a New York-chartered savings and loan association ("NY
Interim Sub"); and (4) the merger of NY Interim Sub with and into Purchaser; and
Seller has agreed to transfer and sell to Purchaser such assets and liabilities.
WHEREAS, as a result of discussions with the appropriate banking
regulators, it has been determined that the structure of the proposed
transaction may be modified to allow for the direct purchase and assumption of
the Branches from Seller by Purchaser.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree that the Purchase and Assumption Agreement shall
be and hereby is amended as follows:
1. The sixth WHEREAS clause shall be deleted in its entirety and
replaced with the following:
"WHEREAS, Purchaser has agreed, subject to the terms and
conditions hereof, to acquire certain assets and assume certain
liabilities of Seller with respect to the Branches, and Seller has
agreed to transfer and sell to Purchaser such assets and
liabilities; and"
2. The first sentence of Section 3.6 shall be deleted and replaced with
the following:
"Promptly following the date hereof, Purchaser shall apply to (a)
the Office of the Comptroller of the Currency for approval to
purchase the Assets and assume the Liabilities relating to the
Branches; and (b) any other applicable regulatory agency; and the
Purchaser shall use its commercially reasonable efforts to obtain
such approvals."
3. This Amendment shall supersede any contrary or inconsistent
provisions of the Purchase and Assumption Agreement. In all other
respects, the Purchase and Assumption Agreement shall continue in
effect in accordance with its terms.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
the Purchase and Assumption Agreement to be duly executed as of the day and year
first above written.
ASTORIA FEDERAL SAVINGS
AND LOAN ASSOCIATION
Attest: By: /s/ Xxxxxx X. Xxxxxxx, Xx.
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------------------------------- Xxxxxx X. Xxxxxxx, Xx.
Chairman of the Board, President
and Chief Executive Officer
CENTRAL NATIONAL BANK,
CANAJOHARIE
Attest: By: /s/ Xxxxxx X. Brass
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------------------------------- Xxxxxx X. Brass
President and Chief Executive
Officer
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