Exhibit 2.2
Glens Falls National Bank
and Trust Company
000 Xxxx Xxxxxx
P.O. Box 307
Glens Falls, New York
128001-9989
(000) 000-0000
Xxxxxx X. Xxx
President
May 20, 1997
Xx. Xxxxxxx X. Xxxxx
Senior Vice President
Corporation Strategy & Development
Fleet Corporate Administration
000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Dear Xxxxxxx:
The purpose of this letter is to give you notice that we
at Glens Falls National Bank and Trust Company ("GFNB")
intend to acquire from you a group of mortgage loans referred
to in Section 10.6(b) of the Purchase and Assumption
Agreement, dated March 21, 1997 (the "Agreement"),
between us and to clarify certain matters relating to these
loans. Terms used in this letter and not otherwise defined in
this letter shall have the meaning ascribed thereto in the
Agreement.
Specifically, you are hereby notified that, subject to the
conditions set forth below, GFNB will acquire certain
mortgage loans offered by you to us and identified on a new
Schedule 10.6 to the Agreement, a copy of which is attached
to this letter (the "Mortgages").
We agree that the "Loan Value" fro purposes of
calculating the Purchase Price under Section 3.1(d) of the
Agreement shall include the "Loan Value of the Mortgages"
which will equal One Hundred Percent (100%) of the unpaid
principal balance of such Mortgages plus accrued interest
thereon as of the close of business on the Closing Date. It is
also agreed that Section 3.1 of the Agreement shall be
amended by adding at the end of subsection (g) thereof the
following: "...MINUS (h) an amount equal to one percent
(1%) of the Unpaid Principal Balance of the Mortgages at
Closing."
We agree to acquire the Mortgages with the
understanding that the Mortgages, although not attributable to
the Branches, shall be "Loans" for all purposes under the
Agreement, including your representations and warranties
relating to Loans.
We will not purchase any mortgage loan now listed on
Schedule 10.6 if such loan as of the Closing Date (i) has been
subject to a delinquency of 30 days or more in the preceding
12 months, or (ii) is the subject of any pending or threatened
litigation, and any such mortgage loan listed on Schedule 10.6
prior to the Closing Date will be deleted therefrom as of the
Closing.
If the terms of this letter are acceptable to you, please
sign where indicated and this letter will thereupon serve to
amend the Agreement between us and constitute our
commitment to purchase the Mortgages as provided herein
and therein.
Sincerely,
s/ Xxxxxx X. Xxx
TLH/ams
FLEET Bank
By: s/
Title: Executive Vice President
