AMENDMENT TO PURCHASE AND ASSUMPTION AGREEMENT
Exhibit
2.3
AMENDMENT TO PURCHASE AND
ASSUMPTION AGREEMENT
THIS AMENDMENT TO PURCHASE AND
ASSUMPTION AGREEMENT, made and entered into as of September 18, 2009 by
and among the FEDERAL DEPOSIT
INSURANCE CORPORATION, RECEIVER OF XXXXX UNION BANK AND TRUST COMPANY, COLUMBUS,
INDIANA (the “Receiver”), FIRST FINANCIAL BANK, NATIONAL
ASSOCIATION, organized under the laws of the United States of America and
having its principal place of business in HAMILTON, OHIO (the “Assuming
Bank”), and the FEDERAL DEPOSIT
INSURANCE CORPORATION, organized under the laws of the United States of
America and having its principal office in Washington, D.C., acting in its
corporate capacity (the
“Corporation”).
WITNESSETH:
WHEREAS, on September 18,
2009, the State of Indiana, Indiana Department of Financial Institutions closed
Xxxxx Bank and Trust Company, Columbus, Indiana (the “Failed Bank”) pursuant to
applicable law and appointed the Receiver;
WHEREAS, on September 18,
2009, the parties hereto entered into a Purchase and Assumption Agreement (the
“Agreement”) whereby the Assuming Bank purchased certain assets and assumed
certain deposit and other liabilities of the Failed Bank on the terms and
conditions set forth in the Agreement; and
WHEREAS, the parties desire to
amend this Agreement on the terms and subject to the conditions set forth in
this Amendment to Purchase and Assumption Agreement.
NOW THEREFORE, in
consideration of the mutual promises herein set forth and other valuable
consideration, the parties hereto agree as follows:
ARTICLE I DEFINITIONS is
amended to add the following two definitions:
“Nonperforming
loans” means
loans that are sixty (60) or more days past due, tagged as non-accrual, charged
off, thirty (30) days or more past maturity, bankrupt, or foreclosed as of March
31, 2009.
“Performing
loans” are any
loans not more than sixty (60) days or more past due, tagged as non-accrual,
charged off, thirty (30) days or more past maturity, bankrupt, or foreclosed as
of March 31, 2009.
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IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to Purchase and Assumption Agreement
to be executed by their duly authorized representatives as of the date first
written above.
FEDERAL
DEPOSIT INSURANCE CORPORATION,
RECEIVER
OF XXXXX UNION BANK AND TRUST
COMPANY,
COLUMBUS, INDIANA
BY:
/s/ Xxxxxx X. Xxxx
XXXXXX X.
XXXX
RECEIVER-IN-CHARGE
Attest:
/s/ Xxxxxxx X. Xxxxx
FEDERAL
DEPOSIT INSURANCE CORPORATION
BY:
/s/ Xxxxxx X. Xxxx
XXXXXX X.
XXXX
ATTORNEY-IN-FACT
Attest:
/s/ Xxxxxxx X. Xxxxx
FIRST
FINANCIAL BANK, NATIONALASSOCIATION
BY:
/s/ Xxxxxx X. Xxxxx
XXXXXX X.
XXXXX
PRESIDENT
AND CEO
Attest:
/s/ Xxxxxxx X. Xxxxxxxx
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