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FIRST AMENDMENT
DATED AS OF THE 18th DAY OF JUNE, 1997
TO THE
AGREEMENT AND PLAN OF MERGER
DATED AS OF THE 29th DAY OF MARCH, 1997
BY AND AMONG
ASTORIA FINANCIAL CORPORATION
ASTORIA FEDERAL SAVINGS AND
LOAN ASSOCIATION
AND
THE GREATER NEW YORK SAVINGS BANK
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First Amendment, dated June 18, 1997, to the Agreement and Plan of
Merger, dated March 29, 1997 (the "Merger Agreement") by and among Astoria
Financial Corporation ("Parent"), Astoria Federal Savings and Loan Association
and The Greater New York Savings Bank (the "Company").
W I T N E S S E T H:
WHEREAS, the Parent, the Association and the Company entered into the
Merger Agreement; and
WHEREAS, pursuant to Section 8.03 of the Merger Agreement, the parties
thereto may from time to time amend or modify the Merger Agreement in accordance
with the provisions of Section 8.03; and
WHEREAS, the Board of Directors of the Parent, the Association and the
Company have by resolution approved and authorized this First Amendment to the
Merger Agreement; and
WHEREAS, all actions necessary to make this First Amendment a valid
agreement, enforceable according to its terms have been taken and the execution
and delivery of this First Amendment by the Parent, the Association and the
Company have in all respects been duly authorized by the Parent, the Association
and the Company, respectively.
NOW THEREFORE, in consideration of the foregoing are the mutual
agreements set forth herein, the Parent the Association and the Company agree as
follows:
I. Unless otherwise expressly defined in this First Amendment or
the context otherwise requires, capitalized and other terms
for which meanings are provided in the Merger Agreement shall
have such meanings when used in this First Amendment.
II. Effective as of the date first written above, the Merger
Agreement shall be and it hereby is amended as follows:
1. Section 4.05 of the Merger Agreement is amended in its
entirety to read as follows:
The Parent, the Association and the Company shall (a)
as soon as practicable (and in any event within 75
days after the date hereof) make (or cause to be
made) any filings and applications and provide any
notices required to be filed or provided in order to
obtain all approvals, consents and waivers of
governmental authorities and third parties necessary
or appropriate for the consummation of the
transactions contemplated hereby or by the Option
Agreement, (b) cooperate with one another (i) in
promptly determining what filings
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and notices are required to be made or approvals,
consents or waivers are required to be obtained under
any relevant federal, state foreign law or regulation
or under any relevant agreement or other document and
(ii) in promptly making any such filings and notices,
furnishing information required in connection
therewith and seeking timely to obtain any such
approvals, consents or waivers and (c) deliver to
other copies the publicly available portions of all
such filings, notices and applications promptly after
they are filed.
2. The first sentence of Section 4.11(a) of the Merger Agreement
is amended in its entirety to read as follows:
(a) The Parent shall, as promptly as practicable
following the preparation thereof, and in any event
within 60 days after the date hereof file the Proxy
Statement-Prospectus with the SEC under the Exchange
Act or Registration Statement, which includes the
Proxy Statement-Prospectus, on Form S-4 (including
any pre-effective or post-effective amendments or
supplements thereto) with the SEC under the
Securities Act in connection with the transactions
contemplated by this Agreement, and the Parent and
the Company shall use all reasonable efforts have the
Registration Statement declared effective under the
Securities Act as promptly as practicable after such
filing.
3. Section 6.01 (e)(i) and (ii) is amended in its entirety to
read as follows:
(i) the Parent Market Value on such Valuation Date of
shares of Parent Common Stock shall be less than an
amount equal to $30.30, adjusted as indicated in the
last sentence of this Section 6.01(e); and
(ii) (A) the number (the "Parent Ratio") obtained by
dividing the Parent Market Value on such Valuation
Date by $37.88 (the "Initial Parent Market Value")
shall be less than (B) the number obtained by
dividing the Final Index Price by the Initial Index
Price and subtracting .15 from the quotient in this
clause (ii) (B) (the "Index Ratio");
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
the Merger Agreement to be executed by their duly authorized officers as of the
day and year first above written.
ASTORIA FINANCIAL CORPORATION
By:/s/ George L. Engelke, Jr.
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George L. Engelke, Jr.
President and Chief Executive Officer
ASTORIA FEDERAL SAVINGS AND LOAN
ASSOCIATION
By:/s/ George L. Engelke, Jr.
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George L. Engelke, Jr.
President and Chief Executive Officer
THE GREATER NEW YORK SAVINGS BANK
By:/s/ Gerard C. Keegan
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Gerard C. Keegan
Chairman, President and Chief
Executive Officer