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EXHIBIT 10.13
[CONFORMED COPY]
AMENDMENT NO. 1 TO PURCHASE AND ASSUMPTION AGREEMENT
BY AND BETWEEN
EASTERN AMERICAN BANK, FSB AND CENTURY NATIONAL BANK
This AMENDMENT NO. 1 (the "Amendment") to the Purchase and Assumption
Agreement dated as of July 24, 1997 (the "Agreement") by and between Eastern
American Bank, FSB ("Seller") and Century National Bank ("Purchaser) is dated
as of August 15, 1997.
The Agreement provides for the acquisition of certain assets and
assumption of certain liabilities of the Seller by the Purchaser. Section 9.01
of the Agreement provides that the Agreement may be amended by the parties
thereto by a written instrument signed by Purchaser and Seller. The parties
wish to amend the Agreement to revise certain terms set forth in the Agreement.
All capitalized terms used in this Amendment without definition are used as
defined in the Agreement. Accordingly, in consideration of the premises and the
mutual covenants and agreements herein contained, the parties hereto agree as
follows:
1. In calculating the amount of the Premium in Section 1.04(g)
of the Agreement, the following amounts shall be excluded from the Deposits:
(i) the balance of certificates of deposit of type 65 (Age CD) and (ii) the
balance of accounts held by Seller or any of its directors, officers,
employees, affiliates, principal shareholders or their families or related
interests. With respect to the foregoing accounts, Seller shall be exempt from
the provisions of Section 2.17(f) of the Agreement and therefore be permitted
(but not required) to transfer such accounts to another one of Seller's
branches prior to Closing. Any such transfer shall not be deemed (a) to effect
a material adverse change pursuant to Section 2.17(a); (b) to be a change in
any method of management or operation of the Branch pursuant to Section
2.17(d); or to be a transaction other than in the ordinary course of business
pursuant to Section 2.17(h). Exhibit 1 to this Amendment is a listing of such
accounts as of the date of this Amendment. Seller shall provide to Purchaser at
the Closing an updated schedule of such accounts described in this Section 1.
2. The reference in Section 2.13(d)(iv) of the Agreement to
"Section 2.10 hereof" shall be changed to "Section 9.10 hereof".
3. As amended hereby, the Agreement is in all respects ratified,
confirmed and approved and shall remain in full force and effect.
4. This Amendment may be executed in multiple counterparts, each
of which shall be deemed an original and all of which shall be deemed to
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
EASTERN AMERICAN BANK, FSB
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President and CEO
CENTURY NATIONAL BANK
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, President
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