EXHIBIT 8A(ii)
MODIFICATION TO BRANCH PURCHASE AND ASSUMPTION AGREEMENT
THIS MODIFICATION TO BRANCH 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 Branch Purchase and Assumption Agreement dated May 31, 1996
("the Branch Purchase Agreement"), Rushmore intends to sell to AmericasBank
certain assets ("the Assets") and AmericasBank intends to purchase the Assets
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 Branch Purchase Agreement
dated May 31, 1996, as hereinafter set forth.
NOW, THEREFORE, this MODIFICATION TO BRANCH 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 and No/100 ($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 Assets, and some are intended
by the parties hereto to form a substantive part of this Modification Agreement.
2. Section 6.1 Purchase Price of Assets is hereby modified to read as
follows:
At Closing, AmericasBank shall pay to Rushmore the following
purchase price (the "Purchase Price") for the Assets, less credit for a deposit
of $20,000.00 paid at the time of signing of this Agreement:
(a) Real Estate: $50,000.00
(b) Furnishings: $30,000.00
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(c) Covenant Not to Compete $50,000.00
(d) The amount of loans secured by the deposits,
including interest.
(e) Premium associated with Total Accounts;
Total Accounts multiplied by 0.035 minus
$130,000.00 plus $25,000.00.
3. Section 14.1(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 Branch Purchase
Agreement dated May 31, 1996, shall remain unchanged. The parties hereto
identify this Modification Agreement to the Branch Purchase Agreement to be a
part of the Branch Purchase Agreement, and, in the event of any conflict between
the provisions of the Branch Purchase Agreement and this Modification Agreement,
then this Modification Agreement shall supersede the provisions of the Branch
Purchase Agreement so modified and the language of this Modification Agreement
shall prevail.
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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