First Amendment to Branch Purchase and Assumption Agreement between Gold Bank and Olney Bancshares of Texas, Inc.

Exhibit 10.1

FIRST AMENDMENT
TO THE
BRANCH PURCHASE AND ASSUMPTION AGREEMENT

THIS FIRST AMENDMENT TO THE BRANCH PURCHASE AND ASSUMPTION AGREEMENT (this “Amendment”), dated May 31, 2005, is made by and between Gold Bank, a Kansas banking corporation (“Seller”), and Olney Bancshares of Texas, Inc., a Texas corporation (“Buyer”).

RECITALS

A. Seller and Buyer are parties to the Branch Purchase and Assumption Agreement, dated January 12, 2005 (the "Original Agreement"). The Original Agreement, as amended by this Amendment, is referred to as the "Agreement".

B. Seller and Buyer desire to amend the Original Agreement to (a) obligate Buyer to report to the customers and the IRS all interest paid or earned during the entire year in which the Closing Date occurs, (b) provide procedures for settlement of uncollected items included in the Deposits, (c) allow Buyer to assume Deposits, including Public Deposits (as defined below), along with any overdrafts included in Deposits, and any IRA Accounts associated with FSA Borrowers, (d) revise the list of data processing equipment in Schedule 1.01(c)(ii) to the Original Agreement, (e) require Buyer to remove any software owned or used by Seller located on any equipment acquired by Buyer from Seller, (f) allow Buyer to assume responsibility for issuing statements as of the Closing Date to the customers of such Branch Offices, and (g) address matters with respect to outstanding letters of credit issued by or on behalf of Seller.

C. Capitalized terms used herein that are not otherwise defined herein shall have the meanings given to such terms in the Original Agreement.

AGREEMENT

ACCORDINGLY, in consideration of the premises, the mutual covenants and agreements set forth herein, and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Notwithstanding any language to the contrary, the parties agree that any and all software (or the right to use such software), whether or not shown in the asset records of the Branch Offices, shall remain the property of Seller and that Buyer agrees to remove all software owned or used by Seller from the computer equipment acquired from Seller within a reasonable period after the Closing Date. Buyer acknowledges that Buyer shall have no right to use such software after the Closing Date and agrees to indemnify and hold harmless Seller from any claims caused by Buyer’s failure to remove such software in accordance with this Agreement or otherwise use such software in a manner that is not specifically allowed by the license agreements for such software.

(vii) shall include all deposit-related overdrafts, including overdrafts pursuant to an overdraft protection plan, if any, authorized and maintained on the books of the Branch Offices in association with Seller’s existing policy regarding overdrafts; and

(a) Deposit Liabilities. All deposit liabilities maintained at the Branch Offices, in accordance with the terms of the agreements pertaining to such deposits, as shown on the books and records of Seller as of the close of business on the Closing Date, including accrued but unpaid interest thereon through the Closing Date, except as provided in Sections 1.02(c) and 2.03(c) hereof (the “Deposits” or “Deposit Liabilities”). As used herein, the term “Deposits” and “Deposit Liabilities” shall include all of the deposit products offered by Seller from the Branch Offices, including, without limitation, passbook accounts, statement accounts, checking accounts, money market accounts, and certificates of deposit, including the Public Deposits. As used herein, the term “Public Deposits” means the certificates of deposit, the demand deposit accounts and other deposit accounts of various governmental entities as set forth on Schedule 1.02(a) attached hereto.

(b) Assumed Contracts. The obligations and liabilities of Seller arising from and after the Closing Date under any and all contract and leases necessary for the operation or maintenance of the Branch Offices that are assignable by Seller to Buyer (collectively, the “Assumed Contracts”), including without limitation (i) the lease for the Oklahoma City branch and (ii) the Public Deposits Pledge Agreements, but excluding any contracts with respect to originating or servicing FSA loans. As used herein, the term “Public Deposits Pledge Agreements” means each pledge agreement, custody agreement, security agreement and related contract pursuant to which marketable securities are pledged to governmental entities to secure the Public Deposits.

(c) Liabilities Not Assumed by Buyer. Notwithstanding Sections 1.02(a), 1.02(b) and 2.03 hereof, Buyer shall not assume any other liabilities of Seller, whether known or unknown, disclosed or undisclosed, contingent or otherwise, which have arisen or may arise or be established in connection with the conduct of business at the Branch Offices prior to the Closing Date, including without limitation any claims or liabilities arising prior to the Closing Date from or in connection with any FSA Loans (collectively, the “Excluded Liabilities”).

(a) At the Closing, Seller shall resign as trustee and custodian with respect to any individual retirement account (“IRA Account”) as to which Seller is trustee or custodian and as to which one or more of the assets included therein is a deposit included within the Deposits transferred to Buyer on the Closing Date. At the Closing, Seller shall designate or appoint Buyer as successor trustee or custodian under each such IRA Account.

9.03 Statements. After the Closing Date, Buyer shall be responsible for issuing statements to the customers of the Branch Offices. On the Closing Date, the employees of Seller shall create statements with respect to the Deposits of such customers as of the close of business on the Closing Date. If Seller is not able to create such statements by the close of business on the Closing Date, then the employees of Buyer shall create such statements. As soon as reasonably practicable after the Closing Date, Buyer shall mail such statements to such customers.

9.05 Uncollected Items. Buyer and Seller shall settle the amount of all uncollected items included in the Deposits on the Closing Date which are returned to Seller after the Closing Date as uncollected; provided, that Seller shall, upon Buyer’s making such payment, deliver each such item to Buyer and shall assign to Buyer any and all rights which Seller may have or obtain in connection with such returned items. Buyer and Seller, as the case may be, agree to transfer funds for any net balance due to the other party upon settlement of such uncollected items via wire transfer.

9.06 ACH. Prior to the Closing Date, Buyer will notify all Automated Clearing House (“ACH”) originators effecting debits or credits to the accounts of the Deposit Liabilities of the purchase and assumption transactions contemplated by this Agreement. For a period of one hundred twenty (120) days beginning on the Closing Date, Seller will honor all ACH items related to accounts of Deposit Liabilities which are mistakenly routed or presented to Seller. Seller will make no charge to Buyer for honoring such items, and will use its best efforts to transmit to Buyer via facsimile, by 10:00 a.m. or as soon as practicable thereafter, each day’s ACH data that is to be posted that day. Items mistakenly routed or presented after the 120-day period may be returned to the presenting party. Seller and Buyer shall make arrangements to provide for the daily settlement with immediately available funds by Buyer of any ACH items honored by Seller.

9.11 Information Reporting. With respect to the Loans and Deposits purchased and assumed by Buyer pursuant to this Agreement, Buyer shall be responsible for reporting to the customer and to the Internal Revenue Service (and any state or local taxing authority as required by law) all interest paid or earned by the customer during the entire year in which the Closing Date occurs. The Seller agrees to provide to Buyer information about the Deposits and Loans up to the Closing Date necessary for Buyer to comply with the requirements of this Section 9.11, but Seller shall have no responsibility to provide such information to the customer or the Internal Revenue Service or any other person or agency. Buyer agrees to indemnify Seller for any penalty, interest, claim, fee (including reasonable attorney fees) or other liability or expense which may be imposed upon or asserted against Seller as a result of Buyer’s failure to timely and accurately report such interest earned or paid by customers on the Deposits and Loans, as required by law, unless such failure by Buyer is due to Seller’s failure to provide to Buyer in a timely manner the amount of interest earned or paid by the customers up to the Closing Date. Seller agrees to indemnify Buyer for any penalty, interest, claim, fee (including reasonable attorney fees) or other liability or expense which may be imposed upon Buyer as a result of Buyer’s failure to timely and accurately report interest earned or paid by customers on the Deposits and Loans if Buyer’s failure is the result of Seller’s failure to provide in a timely manner the amount of interest earned or paid by customers up to the Closing Date or errors in such information provided by Seller to Buyer.

9.16 Letters of Credit Issued by Seller. Seller’s outstanding letters of credit (“Seller’s Letters of Credit”) associated with the Loans attributable to the Branch Offices as of the effective date of this Amendment are set forth in Schedule 9.16 attached hereto. The parties shall take the following actions with respect to the Seller’s Letters of Credit:

Rose Rock Bank
Attn: Paul Reheman
Facsimile: (580) 234-0615

The name of the party and facsimile number to which the notice should be addressed may be changed by Buyer by giving the Seller notice of such change in the manner specified in Section 11.04 of the Agreement.

Section 9.17. Repurchase Agreement. On the Closing Date, Seller and Buyer shall enter into a repurchase agreement (the “Repurchase Agreement”) pursuant to which Seller will sell and Buyer will purchase all of the marketable securities then pledged by Seller pursuant to the Public Deposits Pledge Agreements to secure the Public Deposits (the “Marketable Securities”). The Purchase Price and Seller’s Margin Amount under the Repurchase Agreement shall be reasonably determined by Seller and Buyer on the Closing Date based upon the type and market value of the Marketable Securities. The Repurchase Agreement shall be terminable on demand, permitting either Seller or Buyer to terminate the agreement, in whole or in part, at any time. The Pricing Rate under the Repurchase Agreement shall be 12.5 basis points (0.00125%) per annum determined on a per diem basis for as long as the Repurchase Agreement is in effect. The Repurchase Agreement shall permit Buyer to pledge the Marketable Securities that it purchased from Seller to secure the Public Deposits until Buyer shall acquire other suitable securities to pledge to replace the Marketable Securities.

Section 9.18 Equipment. From the Closing Date through July 31, 2005, Buyer agrees to allow Seller to maintain and operate, and allow Seller reasonable access to, certain data processing equipment at the branch located at 320 N. Main, Kingfisher. During such period, this data processing equipment shall operate on a separate network from Buyer’s data processing equipment. Buyer agrees to provide necessary electrical power for the operation of such equipment. Seller agrees to remove such equipment from this location as soon as reasonably possible but in no event later than July 31, 2005.

[signature page following]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered all as of the day and year set forth above.

Schedule 1.01(c)(ii) - Certain Excluded Personal Property

Schedule 1.02(a) - - Public Deposits

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Schedule 9.16 - Seller's Letters of Credit