LOAN PURCHASE AGREEMENT

Exhibit 2.2

LOAN PURCHASE AGREEMENT

between

THE FIRST NATIONAL BANK OF IPSWICH

and

ATLANTIC BANK OF NEW YORK

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TABLE OF CONTENTS

Page

SECTION I Definitions.................................................1

SECTION II Agreement to Purchase.......................................5

SECTION III Purchase of Loans...........................................5

SECTION IV Rights to Payments on the Loans.............................5

SECTION V Closing.....................................................6

SECTION VI Representations, Warranties and Covenants of Seller.........6

SECTION VII Repurchase.................................................13

SECTION VIII Representations, Warranties and Covenants of Purchaser.....14

SECTION IX Closing Documents..........................................15

SECTION X Costs......................................................16

SECTION XI Post-Closing Matters.......................................16

SECTION XII Indemnification............................................16

SECTION XIII Confidentiality............................................17

SECTION XIV Termination................................................17

SECTION XV Notices....................................................17

SECTION XVI Survival of Agreement......................................19

SECTION XVII Severability...............................................19

SECTION XVIII Counterparts...............................................19

SECTION XIX Governing Law..............................................19

SECTION XX Successors and Assigns.....................................20

SECTION XXI Further Agreements.........................................20

SECTION XXII Public Announcements.......................................20

SECTION XXIII Amendments.................................................20

SECTION XXIV Interpretation.............................................20

SECTION XXV Intention of the Parties...................................21

SECTION XXVI Modification...............................................21

SECTION XXVII Waivers....................................................21

SECTION XXVIII Schedules and Headings.....................................21

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SCHEDULES

SCHEDULE I Schedule of Loans To Be Purchased at Par (including

Exceptions from loan policy and location of collateral)

SCHEDULE II Schedule of Loans To Be Purchased Below Par (including

Exceptions from loan policy and location of collateral)

SCHEDULE III Delinquent Charges on Collateral

SCHEDULE IV Hazardous Substances

SCHEDULE V Revolving Loans and approved but not yet funded construction

and other Loans

SCHEDULE VI Governmental Notifications

SCHEDULE VII Litigation

SCHEDULE VIII Material Information

SCHEDULE IX Letters of credit

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This Loan Purchase Agreement (this "Agreement") is entered into as of

February 22, 2005 by and between THE FIRST NATIONAL BANK OF IPSWICH, a national

bank ("Purchaser") and ATLANTIC BANK OF NEW YORK, a New York commercial bank

("Seller").

RECITALS

WHEREAS, Seller and Purchaser have entered into a Purchase and Assumption

Agreement, dated February 22, 2005 (the "P&A Agreement"), pursuant to which

Purchaser will purchase the Assets (as defined in the P&A Agreement) and assume

the Liabilities (as defined in the P&A Agreement); and

WHEREAS, Seller desires to sell, and Purchaser desires to purchase as part

of the Assets, certain of the loans of Seller on the terms and conditions

described below.

NOW, THEREFORE, in consideration of the premises and mutual agreements set

forth herein, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, Purchaser and Seller agree as

follows:

I. DEFINITIONS.

As used in this Agreement, the capitalized terms set forth below shall

have the respective meanings set forth below; terms importing the singular shall

include the plural and vice versa:

"Assignment" means an individual assignment of a Mortgage or Security

Agreement, notice of transfer or equivalent instrument in recordable form,

sufficient under the laws of the jurisdiction wherein the related Real Property

Interest is located to reflect of record the sale or transfer of the related

Loan.

"Business Day" means any day other than a Saturday, Sunday or any other

day on which banking institutions in Massachusetts are permitted or required by

any applicable law or executive order to close.

"Collateral" means (i) every item of collateral in which a security

interest, pledge, mortgage, or assignment is granted by an Obligor in connection

with a Loan, including, without limitation, the Equipment, Real Property

Interests and Improvements pledged by such Obligor as collateral under the

related Loan Documents and (ii) any property interest in which a security

interest or other interest has been granted under applicable federal or state

law in effect from time to time, including, without limitation, under the UCC

with respect to the Loans. The foregoing shall include, without limitation,

Seller's rights (a) under investment or share owner certificates or other

evidence of the right to receive payment, (b) as lien holder of any item of

personal property the ownership of which is evidenced by a certificate of title

and (c) all proceeds of the foregoing (including all insurance proceeds).

"Due Date" means, with respect to any Loan, the day of the month set forth

in the related Note on which each monthly payment on such Loan is scheduled to

be due, without regard to grace periods.

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"Encumbrance" means any mortgage or deed of trust, pledge, hypothecation,

assignment, deposit arrangement, lien, charge, claim, security interest,

easement or encumbrance, or preference, priority or other security agreement or

preferential arrangement of any kind or nature whatsoever (including any lease

or title retention agreement, any financing lease having substantially the same

economic effect as any of the foregoing, and the filing of, or agreement to

give, any financing statement perfecting a security interest under the UCC or

comparable law of any jurisdiction).

"Environmental Laws" means all federal, state, and local laws, statutes,

ordinances and regulations, now or hereafter in effect, and in each case as

amended or supplemented from time to time, and any judicial or administrative

interpretation thereof, including, without limitation, any applicable judicial

or administrative order, consent decree or judgment, relative to any Real

Property Interest, relating to the regulation and protection of the environment

and natural resources (including, without limitation, ambient air, surface

water, groundwater, wetlands, land surface or subsurface strata, wildlife,

aquatic species and vegetation). Environmental Laws include but are not limited

to the Comprehensive Environmental Response, Compensation and Liability Act, as

amended, 42 U.S.C. 9601 et seq., the Resource Conservation and Recovery Act, as

amended, 42 U.S.C. 6901 et seq., the Toxic Substances Control Act, as amended,

15 U.S.C. 2601 et seq., the Hazardous Materials Transportation Act, as amended,

49 U.S.C. 1801 et seq., the Federal Insecticide, Fungicide, and Rodenticide Act,

as amended (7 U.S.C. 136 et seq.), the Clean Air Act, as amended (42 U.S.C. 740

et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. 1251 et

seq.), the Occupational Safety and Health Act, as amended (29 U.S.C. 651 et

seq.), the Safe Drinking Water Act, as amended (42 U.S.C. 300(f) et seq.), the

Clean Water Act (33 U.S.C. 1251 et seq.), the National Environmental Policy Act

of 1969 (42 U.S.C. 4321), Title III of the Superfund Amendment and Authorization

Act (40 U.S.C. 1101 et seq.), Massachusetts Oil and Hazardous Material Release

Prevention and Response Act (M.G.L. c. 21E), and the Massachusetts Hazardous

Waste Management Act (M.G.L. c. 21C), and any and all regulations promulgated

thereunder, and all analogous state and local counterparts or equivalents and

any transfer of ownership or notification or approval statutes.

"Equipment" means, with respect to any Loan, any and all personal property

which would constitute "equipment" under the UCC securing such Loan, together

with all accessories, attachments, accessions, parts, repairs, substitutions,

replacements and upgrades now or hereafter affixed to or used in connection

therewith and included in the Collateral for such Loan.

"Governmental Entity" means a federal, state, provincial, local, county or

municipal government, governmental, regulatory or administrative agency,

department, commission board, bureau or other authority or instrumentality,

domestic or foreign.

"Guarantee" means a guarantee executed by any Person, guaranteeing payment

and/or performance of all or a part of a borrower's obligations under a Loan.

"Hazardous Substances" means, without limitation: (a) those substances

included within the definitions of any one or more of the terms "hazardous

substances", "hazardous materials", "toxic substances", and "hazardous waste" in

the Comprehensive Environmental Response, Compensation and Liability Act, as

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amended, 42 U.S.C. 9601 et seq., the Resource Conservation and Recovery Act, as

amended, 42 U.S.C. 6901 et seq., the Toxic Substances Control Act, as amended,

15 U.S.C. 2601 et seq., and the Hazardous Materials Transportation Act, as

amended, 49 U.S.C. 1801 et seq., and in the regulations promulgated pursuant to

said laws; (b) those substances listed in the U.S. Department of Transportation

Table (49 CFR 172.101 and amendments thereto) or by the Environmental Protection

Agency (or any successor agency) as hazardous substances (40 CFR 302 and

amendments thereto); (c) such other substances, materials and wastes as are or

become regulated under applicable local, state or federal laws, or as are

classified as hazardous or toxic under federal, state or local laws or

regulations; and (d) any materials, wastes or substances that are (i) petroleum,

(ii) asbestos, (iii) polychlorinated biphenyls, (iv) within the definition of

"hazardous substance" set forth in Section 311 of the Clean Water Act, 13 U.S.C.

1321 et seq. (33 U.S.C. 1321) or designated as "toxic pollutants" subject to

Chapter 26 of the Clean Water Act pursuant to Section 307 of the Clean Water Act

(33 U.S.C. 1317); (v) flammable explosives; or (vi) radioactive materials.

"Improvements" means all buildings, structures, improvements, parking

areas, landscaping, Equipment, fixtures and articles of property now or

hereafter erected on, attached to, or used or adapted for use in the operation

of any Real Property Interests, including, without limitation, all heating, air

conditioning and incinerating apparatus and equipment, all boilers, engines,

motors, dynamos, generating equipment, piping and plumbing fixtures, water

heaters, ranges, cooking apparatus and mechanical kitchen equipment,

refrigerators, freezers, cooling, ventilating, sprinkling and vacuum cleaning

systems, fire extinguishing apparatus, gas and electric fixtures, carpeting,

floor covering, underpadding, elevators, escalators, partitions, mantels,

built-in mirrors, window shades, blinds, draperies, screens, storm sashes,

awnings, signs, furnishings of public spaces, halls and lobbies, and shrubbery

and plants.

"Interest Accrual Period" means, with respect to each Due Date related to

any Loan, the period commencing on the immediately preceding Due Date and ending

on the day immediately preceding such Due Date.

"Interest Rate" means, with respect to any Loan, the annualized rate at

which interest is scheduled (in the absence of a default) to accrue on such Loan

from time to time during any Interest Accrual Period in accordance with the

related Note and applicable law.

"Loans" means the loans or extensions of credit identified on the Loan

Schedules.

"Loan Amount" means the sum of (i) the aggregate amount of the purchase

price for all loans stated on Schedule II and (ii) the aggregate amount of the

unpaid principal balance and accrued and unpaid interest stated on Schedule I

for all other Loans.

"Loan Documents" means, with respect to each Loan, (i) any and all

agreements between Seller (or any of its predecessors in interest) and any

third-party with respect to the Loan or the Collateral described in the Loan and

(ii) any and all documents connected with the Loan executed by any Obligor with

respect to such loan, including, without limitation, originally executed copies

of any and all notes, pledge and security agreements, schedules, Mortgages,

assignments of rents, subordination agreements, amendments (including any

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documents amending, modifying or otherwise altering any Loan Document), addenda,

riders, UCC financing statements, consents by landlords or other persons,

indemnity agreements, environmental reports and assessments with respect to any

Real Property Interests, any appraisals and surveys with respect to any Real

Property Interests, any Guarantees, any opinions of counsel, all insurance

certificates and policies, including, but not limited to, real estate and

leasehold title insurance policies, and any documents evidencing any credit

enhancements.

"Loan Files" means the Loan Documents and all other information in the

possession of Seller pertaining to the Loans.

"Lost Note Affidavit and Indemnity" means an affidavit and indemnity

executed by an authorized officer of the Seller, together with a copy of the

related Note.

"Mortgage" means a mortgage, deed of trust, leasehold mortgage or

leasehold deed of trust given by an Obligor to secure the repayment to Seller of

a Loan and the performance of any other obligations required under the related

Loan Documents.

"Note" means the original executed promissory note evidencing the

indebtedness of the Obligor under a Loan, together with any rider, addendum or

amendment thereto, or any renewal, substitution or replacement of such

promissory note.

"Obligor" means, with respect to any Loan or credit enhancement, any

Person that is an obligor, borrower or guarantor under such Loan or credit

enhancement or has granted a mortgage or security interest in Collateral to

secure such Loan or credit enhancement, and shall include the successors and

assigns of such Persons.

"Payments" means, with respect to each Loan, all monies due or to become

due under such Loan, including, without limitation, all payments of principal

and interest, late fees, prepayment fees, collections, recoveries or proceeds

(including proceeds from insurance policies, condemnation or liquidation) on or

in respect of such Loan.

"Permitted Encumbrance" means (1) the lien of current real property taxes,

water charges, sewer rents and assessments not yet due and payable or payable

but not yet delinquent, (2) covenants, conditions and restrictions, rights of

way, easements and other matters of public record as of the date of recording

which are acceptable to mortgage lending institutions generally, which are

specifically referred to in the related Title Policy and which do not,

individually or in the aggregate, materially and adversely affect the current

use, value or marketability of the related Real Property Interest, or which are

insured over in the related title policy, (3) exceptions and exclusions

specifically referred to in such related Title Policy and (4) other matters to

which like properties are commonly subject which do not, individually or in the

aggregate, materially interfere with the benefits of the security intended to be

provided by the Mortgage or the current use of such Real Property Interest.

"Person" means any individual, partnership, corporation, trust, limited

liability company, unincorporated organization, Governmental Entity or any other

entity.

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"Real Property Interest" means, with respect to each Loan secured in whole

or in part by a Mortgage, the real property described in such Mortgage,

including all easements, rights, appurtenances, tenements, rents, royalties,

mineral, oil and gas rights and profits, water, water rights and water stock

appurtenant to such property described in such Mortgage.

"Security Agreement" means, with respect to any Loan secured by Collateral

other than Real Property Interests and Improvements, the pledge, security

agreement or similar instrument that secures the related Note and creates a lien

on the related Collateral.

"Title Policy" has the meaning set forth in Section VI. B. 16 of this

Agreement.

"UCC" means the Uniform Commercial Code as in effect from time to time in

each applicable jurisdiction.

All capitalized terms not defined in this Agreement shall have the

meanings provided in the P&A Agreement.

II. AGREEMENT TO PURCHASE.

On the Closing Date, Seller agrees to sell, and Purchaser agrees to

purchase, on the terms and conditions stated below, the loans described in the

schedules attached hereto as Schedule I and Schedule II (which shall hereafter

be referred to as the "Loan Schedules") as updated as of a date no more than two

(2) Business Days prior to the Closing Date. The Loan Schedules shall be agreed

to and signed by the Seller and Purchaser and shall set forth the names of the

Obligors and the date of the Note for each Loan and as of the date of the Loan

Schedule, the aggregate principal balance of each Loan, the accrued and unpaid

interest of each Loan as of that date and the purchase price for each Loan.

Purchaser shall be under no obligation to purchase a loan which is not included

in the Loan Schedules. Specifically, Purchaser shall not be obligated to

purchase a loan approved by Seller after the date hereof unless Purchaser has

specifically agreed to purchase such loan in writing, subject to such loans'

compliance with the terms and conditions of this Agreement at the time of the

Closing.

III. PURCHASE OF LOANS.

A. At the Effective Time, subject to the terms and conditions set forth

herein, Seller will sell, convey, assign and transfer to Purchaser and Purchaser

shall purchase from Seller, at the price and upon the terms and conditions set

forth herein, all of Seller's right, title and interest, as of the Effective

Time, in and to the Loans, free and clear of all Encumbrances.

B. Purchaser shall pay Seller the Loan Amount.

IV. RIGHTS TO PAYMENTS ON THE LOANS.

Purchaser shall be entitled to all payments of principal and interest and

other recoveries on the Loans received by Seller after the delivery of the final

Loan Schedules, to be delivered no more than two (2) Business Days before the

Closing, and prior to the Closing Date, and all payments of principal and

interest and other recoveries on the Loans made on and after the Closing Date

within two (2) Business Days after receipt thereof.

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V. CLOSING.

The closing of the purchase and sale of the Loans shall take place on the

Closing Date and shall be subject to the conditions set forth in the P&A

Agreement and the consummation of all of the transactions contemplated

thereunder and the purchase of the Premises.

The obligation of Purchaser to purchase the Loans as contemplated by this

Agreement shall also be subject to each of the following additional conditions:

A. all of the representations and warranties under this Agreement

(including, without limitation, in the attached Schedules) by Seller shall be

true and correct in all material respects as of the Closing Date, and no default

by Seller or event which, with the giving of notice or the passage of time or

both, would constitute an event of default by Seller under this Agreement shall

have occurred;

B. Purchaser shall have received executed originals of the Closing

Documents specified in Section 9 of this Agreement; and

C. all other terms and conditions of the Seller under this Agreement

shall have been complied with in all material respects.

The obligation of Seller to sell the Loans as contemplated by this

Agreement shall also be subject to each of the following additional conditions:

A. all of the representations and warranties under this Agreement by

Purchaser shall be true and correct in all material respects as of the Closing

Date, and no default by Purchaser or event which, with the giving of notice or

the passage of time or both, would constitute an event of default by Purchaser

under this Agreement shall have occurred; and

B. all other terms and conditions of the Purchaser under this

Agreement shall have been complied with in all material respects.

VI. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER.

A. Seller represents and warrants to Purchaser as of the date of

this Agreement, and shall be deemed to restate on the Closing Date, as follows:

1. The execution and delivery of this Agreement by Seller, and the

performance and compliance with the terms of this Agreement by Seller,

will not violate Seller's organizational documents or constitute an event

which, with notice or lapse of time or both, would constitute a default

under, or result in the breach of, any material agreement or other

instrument to which Seller is a party or by which it is bound.

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2. Seller has the full power and authority to enter into and

consummate all transactions contemplated by this Agreement, has duly

authorized the execution, delivery and performance of this Agreement and

has duly executed and delivered this Agreement.

3. Assuming due authorization, execution and delivery by Purchaser,

this Agreement constitutes a valid, legal and binding obligation of

Seller, enforceable against Seller in accordance with its terms, subject

to (A) applicable conservatorship, receivership and other laws affecting

the enforcement of creditors' rights generally and (B) general principles

of equity, regardless of whether such enforcement is considered in a

proceeding in equity or at law.

4. Seller is not in violation of, and its execution and delivery of

this Agreement and its performance and compliance with the terms of this

Agreement will not constitute a violation of, any law, any order or decree

of any court or arbiter, or any order, regulation or demand of any

federal, state or local governmental authority, which violation is likely

to adversely affect the ability of Seller to perform its obligations under

this Agreement or to materially and adversely affect the financial

condition of Seller.

5. No litigation is pending or, to Seller's knowledge, threatened

against Seller that, if determined adversely to Seller, would prohibit

Seller from entering into this Agreement or that is likely to adversely

affect the ability of Seller to perform its obligations under this

Agreement or to materially and adversely affect the financial condition of

Seller.

6. Seller has not dealt with any broker, investment banker, agent or

other person that may be entitled to any commission or compensation in

connection with the sale of the Loans by Seller or the consummation of any

other transactions contemplated hereby.

B. Seller represents and warrants to, and covenants with, Purchaser

with respect to each Loan, that as of the date of each initial Loan Schedule and

shall be deemed to restate on the Closing Date:

1. The information concerning each Loan set forth on each schedule

attached hereto is true and correct as of the date indicated thereon. All

information in the Loan Files has been provided to Purchaser and is true

and correct in all material respects as of the date indicated therein. All

information on Schedule VIII has been provided to Purchaser and is true

and correct in all material respects as of the date indicated therein.

2. All of the Loan Documents and all signatures therein are genuine

and represent the legal, valid and binding obligation of the Obligor to

Seller, enforceable against each Obligor in accordance with their terms

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except as such enforcement may be limited by the application of

bankruptcy, insolvency, reorganization or other similar laws affecting the

enforcement of creditors' rights generally and by general equity

principles (regardless of whether such enforcement is considered in a

proceeding in equity or at law). No Loan has been satisfied, subordinated,

assigned or rescinded, in whole or in part, or impaired, altered, waived,

canceled or modified, nor, to the knowledge of Seller, has any Equipment,

Improvement or Real Property Interest been subleased since the origination

of the Loan, in whole or in part.

3. Each of the Loans is free and clear of all Encumbrances and, to

Seller's knowledge, the related Collateral is free and clear of all

Encumbrances. Seller is the sole owner of the right to receive all

principal, interest and all other amounts required to be paid to the

lender under such Loan. Seller is the sole owner and holder of such Loan

and has the full right, power and authority with respect to such Loan.

Seller is not subject to any interest or participation of, or agreement

with, any third party, to sell, transfer and assign the same or any

portion thereof. Seller is the original payee of the note representing

each Loan, except for Loans originated by the National Bank of Greece

which shall be endorsed by the National Bank of Greece to Seller prior to

closing. With respect to each of the Loans, each assignment of the related

Mortgage and/or Security Agreement is in recordable form and such

assignment, together with the related Note and all assignments of any

other related Loan D