Exhibit 2.4
AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated as of September 25, 2001, by and among North Fork
Bancorporation, Inc., a Delaware corporation ("Parent"), North Fork Bank, a New
York state chartered trust company ("Buyer Bank") and Commercial Bank of New
York, a New York state chartered trust company (the "Company"), to the Agreement
and Plan of Reorganization (the "Reorganization Agreement"), dated as of
February 13, 2001, by and among Parent, Buyer Bank and the Company. Capitalized
terms which are not otherwise defined herein shall have the meanings set forth
in the Reorganization Agreement.
WHEREAS, Section 9.1(c) of the Reorganization Agreement currently states
that the Reorganization Agreement may be terminated by either the Parent or the
Company if the Merger is not consummated on or before October 31, 2001;
WHEREAS, the parties to the Reorganization Agreement desire to amend
Section 9.1(c) of the Reorganization Agreement to provide that if the Merger is
not consummated on or before November 15, 2001 either the Parent or the Company
may terminate the Reorganization Agreement, subject to the right of Parent to
extend the termination date as provided therein; and
WHEREAS, in accordance with Section 9.3 of the Reorganization Agreement,
the parties desire to amend the Reorganization Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing, and intending to be
legally bound hereby, the parties hereto agree as follows:
1. Section 9.1(c) of the Reorganization Agreement is hereby amended in its
entirety to read as follows:
"(c) by either Parent or the Company if the Merger shall not have been
consummated on or before November 15, 2001, unless the failure of the Closing to
occur by such date shall be due to the failure of the party seeking to terminate
this Agreement to perform or observe the covenants and agreements of such party
set forth herein; provided, however, that if the Company seeks to terminate this
Agreement pursuant to this Section 9.1(c), it shall provide written notice to
Parent no later than November 13, 2001, and if prior to November 15, 2001,
Parent
shall notify the Company that it seeks to extend the termination date in this
Section 9.1(c) to December 31, 2001, then this Agreement may not be terminated
pursuant to this Section 9.1(c) until such date;"
2. All references to "this Agreement" in the Reorganization Agreement shall
mean the Reorganization Agreement as amended hereby.
3. Each of the parties hereto represents to the other that (i) it has full
corporate power and authority to execute and deliver this Amendment and, subject
to the terms and conditions set forth in the Reorganization Agreement, to
consummate the transactions contemplated hereby, (ii) the execution and delivery
of this Amendment by such party have been duly and validly approved by the Board
of Directors of such party and no other corporate proceedings on the part of
such party are necessary in connection with the execution and delivery of this
Amendment by such party, and (iii) this Amendment has been duly and validly
executed and delivered by such party and constitutes a valid and binding
obligation of such party, enforceable against such party in accordance with its
terms.
4. Except as expressly amended by this Amendment, the Reorganization
Agreement, and all conditions thereunder remain in full force and effect.
5. This Amendment may be executed in counterparts, all of which shall be
considered one and the same agreement, and shall become effective when
counterparts have been signed by each of the parties and delivered to the other
party, it being understood that all parties need not sign the same counterpart.
6. This Amendment shall be governed and construed in accordance with the
laws of the State of New York, without regard to any applicable conflicts of law
provisions.
2
IN WITNESS WHEREOF, Parent, Buyer Bank and the Company have caused this
Agreement to be executed by their respective officers thereunto duly authorized
as of the date first above written.
NORTH FORK BANCORPORATION, INC.
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and
Chief Financial Officer
NORTH FORK BANK
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and
Chief Financial Officer
COMMERCIAL BANK OF NEW YORK
By: /s/ Xxxxx Xxxxxx
-----------------------------------
Name: Xxxxx Xxxxxx
Title: President and Chief
Executive Officer
