Exhibit 2.3
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 5, 1996
This Amendment No. 1 (this "Amendment"), dated as of September 27, 1996,
is entered into by and between First Essex Bank, FSB ("Savings Association") and
Pelham Bank and Trust Company ("Bank").
1. AGREEMENT AND PLAN OF MERGER
Reference is made to the Agreement and Plan of Merger dated as of August
5, 1996 by and between Savings Association and Bank (the "Original Agreement").
Capitalized terms used in this Amendment, which are defined in the Original
Agreement and are not otherwise defined herein, are used in this Amendment with
the meanings ascribed to them in the Original Agreement. The Original Agreement
as amended by this Amendment is and shall continue to be in full force and
effect and shall not be affected by this Amendment except and only to the extent
specified herein.
2. AMENDMENTS TO ORIGINAL AGREEMENT
2.1 Amendment to Section 1.06 - Effective Time; Conditions. Section 1.06
of the Original Agreement shall be and hereby is amended and restated in its
entirety to read as follows:
1.06 Effective Time; Conditions. If all of the conditions precedent
set forth in Article VI of the Agreement have been satisfied or waived,
with the exception of the consummation of the Merger, and this Plan of
Merger is not terminated under Section 3.01 hereof, immediately prior to
the consummation of the Acquisition Merger, Articles of Combination with
respect to the Merger shall be prepared by Savings Association and Bank
and filed and recorded with the Executive Secretary of the Office of
Thrift Supervision pursuant to Section 12 C.F.R. ss. 552.13(j). The Merger
shall become effective at, and the Effective Time shall be, the date and
time at which the Articles of Combination are endorsed by the Executive
Secretary of the Office of Thrift Supervision (such date and time is
herein referred to as the "Effective Time").
2.2 Amendment to Section 4.01 - Conditions to Merger. Section 4.01 of the
Original Agreement shall be and hereby is amended in part by deleting subsection
4.01(e) in its entirety and substituting a period at the end of subsection
4.01(d) in place of the semi-colon previously set forth thereat.
3. MISCELLANEOUS
3.1 Governing Law. This Amendment shall be governed by the laws of the
Commonwealth of Massachusetts, without giving effect to the principles of
conflict of laws thereof, and applicable federal law.
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3.2 Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be an original, but all of which shall
constitute one and the same agreement.
3.3 Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof.
3.4 Entire Agreement. The Original Agreement, as amended by this
Amendment, including the documents and other writings referred to therein or
herein or delivered pursuant thereto or hereto, contains the entire agreement
and understanding of the parties with respect to the Merger. There are no
restrictions, agreements, promises, warranties, covenants or undertakings
pertaining to the Merger between the parties other than those expressly set
forth herein or therein. The Original Agreement, as amended by this Amendment,
supersedes all prior agreements and understandings between the parties, both
written and oral, with respect to the Merger.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as a sealed instrument as of the day and year first above written.
FIRST ESSEX BANK, FSB
By: /s/Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, President
Attest:
/s/Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, Secretary
PELHAM BANK AND TRUST COMPANY
By: /s/Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx, President
Attest:
/s/Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
Executive Vice President and
Chief Financial Officer
