EXHIBIT 8B(ii)
MODIFICATION TO PURCHASE AND ASSUMPTION AGREEMENT
THIS MODIFICATION TO LOAN PURCHASE AND ASSUMPTION AGREEMENT, made this
_____ day of January, 1997, by and between Rushmore Trust and Savings, FSB,
("Rushmore") and AmericasBank, ("AmericasBank"), Witnesseth:
WHEREAS, by Loan Purchase and Assumption Agreement dated May 31, 1996
("the Loan Purchase Agreement"), Rushmore intends to sell to AmericasBank, all
loans as selected by Rushmore ("the Loans") and AmericasBank intends to purchase
the Loans and assume certain liabilities in connection therewith upon the terms
and conditions therein set forth; and
WHEREAS, the parties hereto are desirous of modifying and clarifying
certain of the terms and conditions set forth in the Loan Purchase Agreement
dated May 31, 1996, as hereinafter set forth.
NOW THEREFORE, this MODIFICATION TO LOAN PURCHASE AND ASSUMPTION
AGREEMENT Witnesseth, that for and in consideration of the mutual terms and
conditions hereinafter expressed to be performed, and in further consideration
of the sum of One Dollar ($1.00), the adequacy of which and payment of which are
hereby acknowledged, the parties hereto do hereby agree as follows:
1. All of the recitals hereinbefore mentioned are to be construed as a
factual outline of matters concerning sale of the Loans, and same are intended
by the parties hereto to form a substantive part of this Modification Agreement.
2. Section 3.1 Loans to be Purchased and Liabilities to be Assumed is
hereby modified to read as follows: The following Loans shall be purchased and
liabilities shall be assumed hereunder:
3.1 Loans to be Purchased. Rushmore shall sell to AmericasBank
and AmericasBank shall purchase from Rushmore such loans held by Rushmore
(individually, a "Loan"; collectively, the "Loans") and listed in Exhibit 3.1.
In addition to the Loans, Rushmore shall also transfer cash in the amount of
$50,000.00 (the "Reserve") to AmericasBank as a reserve for the Loans. The Loans
and the Reserve shall be transferred at Closing by Rushmore to
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AmericasBank in exchange for payment by AmericasBank to Rushmore of the purchase
price described in Paragraph 4.1 herein. In the event any of the Loans are, in
the normal course of business, repaid or the collateral securing any Loan is
sold at a foreclosure sale, such Loan or Loans shall be deleted from the Loans
to be purchased by AmericasBank. If, at the Closing, the dollar amount of
deposits at the Baltimore Branch that are to be assumed by AmericasBank exceeds
the dollar amount of the Loans to be purchased by AmericasBank, Rushmore shall
fund the difference in cash to AmericasBank. If, at the Closing, the dollar
amount of loans to be purchased by AmericasBank exceeds the dollar amount of
deposits to be assumed by AmericasBank, AmericasBank shall fund the difference
in cash to Rushmore.
3. Section 13.1(c) is hereby modified as follows:
(c) By the Board of Directors of AmericasBank or Rushmore, or
the proper officers of either party acting pursuant to the authority of their
respective Board of Directors, if the Closing has not occurred on or before June
30, 1997.
4. All of the remaining terms and conditions of the Loan Purchase
Agreement dated May 31, 1996, shall remain unchanged. The parties hereto
identify this Modification Agreement to be a part of the Loan Purchase
Agreement, and, in the event of any conflict between the provisions of the Loan
Purchase Agreement and this Modification Agreement, then this Modification
Agreement shall supersede the provisions of the Loan Purchase Agreement so
modified, and the language of this Modification Agreement shall prevail.
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IN WITNESS WHEREOF, Rushmore and AmericasBank have caused this
Modification Agreement to be duly executed by their respective representatives
thereunto duly authorized, as of the date first above written.
Rushmore Trust and Savings, FSB
By: /s/ Xxxxx Xxxxxxx (SEAL)
________________________________
XXXXX XXXXXXX
Chief Executive Officer
/s/ J. Xxxxxxxx Xxxxxxx, III
________________________________
J. XXXXXXXX XXXXXXX, III
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