BRANCH PURCHASE AND DEPOSIT ASSUMPTION AGREEMENT
THIS BRANCH PURCHASE AND DEPOSIT ASSUMPTION AGREEMENT (the "Agreement") is made
and entered into as of this 7th day of July, 2004 (the "Agreement Date"), among the following parties (the
1) Matrix Capital Bank, a federal savings bank organized under the laws of the United States of America (the
2) ACCESSBANK, a federal savings bank organized under the laws of the United States of America
("ACCESSBANK" or "Purchaser").
WHEREAS, Purchaser desires to purchase certain of the assets and to assume certain of the deposit and other
liabilities of Seller's branch office facilities located in Sun City, Arizona and Seller desires to sell such assets and
to have such liabilities assumed;
NOW THEREFORE, in consideration of the mutual promises and conditions herein set forth, the parties hereto
agree as follows:
Section 1. Definitions: For the purpose of this Agreement, the terms defined in this Section l shall have the
meanings assigned to them herein:
"Adjustment Date" means the fifth Business Day after the end of the first full calendar month following the Closing
"Branch" means (as the context requires) 1) the Branch Premises, 2) Seller's core banking activities and the
assets specifically described in this Agreement arising from, accounted for on the books of; or relating most
directly to, the Branch Premises as distinguished from the operation of Seller's other locations (whether or not
related documents are maintained or accounting entries are made at the Branch Premises), or 3) both of the
"Branch Premises" means Seller's full-service banking facility located at 9899 West Bell Rd, Sun City, Arizona.
"Business Day" means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of
the State of Arizona, or is a day on which banking institutions located in Arizona are authorized or required by
law or other governmental action to close.