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EXHIBIT 10.5
COUNTY OF COBB
STATE OF GEORGIA
PURCHASE AGREEMENT
This PURCHASE AGREEMENT (hereinafter the "Agreement") is made and
entered into between SWEETWATER FINANCIAL GROUP, INC., a Georgia corporation,
hereinafter referred to as "Purchaser" and G.W. INVESTMENTS, a Georgia
partnership, hereinafter referred to as "Seller". The Purchaser and Seller are
sometimes hereinafter collectively referred to as the parties.
WITNESSETH
The Seller agrees to sell and convey and the Purchaser agrees to
purchase an approximately 1.49 (plus or minus) acre tract of property located in
Land Lot 732 and 733, 19th District, 2nd Section, City of Powder Springs, Cobb
County, Georgia. The property fronts Lawler Drive, Florence Road and U.S.
Highway 278 a/k/a Thornton Road Extension and is more particularly described in
the attached survey (hereinafter referred to as the "Property" as shown on the
attached Exhibit "A"). It is the intention of the parties to divide the Property
into two equal parcels as depicted on Exhibit "A" (hereinafter sometimes
referred to individually as "Tract I" or "Tract II"). It is the intention of the
parties to more clearly delineate the countries for Tract I and Tract II in a
subsequent survey; however, the attached survey will be used for purpose of
approximately delineating the boundaries of Tract I and Tract II. The Purchaser
intends to purchase Tract I and Tract II under the following terms and
conditions.
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1. Earnest Money: Purchaser shall pay to Seller the sum of Five-Thousand
Dollars and no cents ($5,000.00) by check as earnest money, payable
within five days (5) of the Date of Contract. Such sum is hereinafter
referred to as "Earnest Money". The Earnest Money". The Earnest Money
shall be held by the Seller.
2. Purchase Price: The Purchase Price for the Property is
Seven-Hundred-Twenty-Five-Thousand Dollars and no cents ($725,000.00).
Seller accepts as the price for Tract I some portion of the Purchase
Price in cash (hereinafter the "Tract I Cash") and accepts as the price
for Tract II the balance of the Purchase Price in stock, as stock is
hereinafter described, (hereinafter the "Tract II Stock"). No later
than 5 days prior to the closing, the Seller shall give notice to the
Purchase indicating the Tract I Cash and Tract II Stock amounts, the
combination of which must equal the Purchase Price for the Property.
3. Purchase of the Property:
a. Tract I: The purchase price for Tract I will be some portion
of the Purchase Price paid in cash, such portion to be
determined by the Seller pursuant to paragraph 2 of this
Agreement.
i. Purchaser shall pay in full to the Seller at closing
the Tract I Cash;
ii. Seller shall return to Purchaser the $5,000.00
Earnest Money at closing in order that the sales
amount reflect the sales price of $725,000,000 for
tax purposes.
b. Tract II: The purchase price for Tract II will be some portion
of the Purchase Price paid in stock, such portion to be
determined by the Seller pursuant to paragraph 2 of this
Agreement.
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i. Purchaser shall issue Tract II Stock to any person
designated by the Seller, it being understood by the
Seller that no warrants may attach to any person
other than a member of the Board of Directors of
Sweetwater Financial Group, Inc. Tract II Stock shall
be defined as common stock and warrants eligible to
organizers of Sweetwater Financial Group, Inc., the
value of such shares and warrants to be determined at
the price such common stock is sold in the
contemplated public offering.
ii. It is the desire of the Seller that such
consideration of stock for real property be
considered a Section 351 tax-free contribution. The
stock shall be accompanied with warrants that are
identical to those warrants that would be provided to
the organizers of Sweetwater Financial Group, Inc.,
provided that the person designated by the Seller to
receive such stock is on the Board of Directors of
Sweetwater Financial Group, Inc.
iii. During the Feasibility Period, the parties shall
undertake the following:
a. The Purchaser and Seller shall make a
determination that the payment of stock and
warrants in exchange for real property is
not disadvantageous to either Purchaser or
Seller from a securities law standpoint.
b. The Purchaser and Seller shall obtain
approval of the Tract II stock and warrants
issuance from the Georgia Department of
Banking and Finance (hereinafter referred to
as the "Department").
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c. Upon the advice of their individual respect
tax advisors, the Purchaser and Seller shall
make a determination that the stock issuance
should be treated as a tax-free contribution
by Seller of a portion of the Property to
Purchaser under Section 351 of the Internal
Revenue Code of 1986, as amended.
d. If the parties determine that the stock
issuance is disadvantageous or that it would
not be a tax-free contribution under Section
351, or if the Department fails to approve
the stock issuance, then Purchaser shall
still be obligated to close this transaction
and Seller shall notify Purchaser of the
split of cash and stock (and warrants) to be
paid under paragraph 2.
e. If the parties fail to make a determination
with respect to either securities law of tax
treatment during the Feasibility Period,
then they shall be deemed to have
conclusively determined that such payment is
not disadvantageous from a securities law
standpoint or that tax-free treatment
applies, as the case may be.
iv. Purchaser shall cause to have issued such stock at
closing; however, in no event shall any stock be
issued under this paragraph until Department grants
approval to the Purchaser for the issuance of such
stock. In the event such approval by the Department
is not granted, then, in that event, the Seller may,
at its option, terminate this Agreement by giving
notice to the Purchaser as provided in this
Agreement. Seller shall
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deliver to Purchaser the Earnest Money paid less
$2,000 and neither party shall have any further
duties or obligations under this Agreement.
4. Payment and other conditions:
a. Tract I: Purchaser agrees to obtain a new loan in order to pay
the Tract I Cash requirement at closing. This Agreement is
made conditioned upon Purchaser's ability to obtain a loan in
the principal amount of $725,000.00 cash, to be secured by a
first lien security deed on Tract I or Tract II or both; the
loan to be paid in consecutive monthly installments of
principal and interest over a term of not less than 30 years
at a rate not to exceed 12% per annum, "Ability to obtain" as
used herein means that Purchaser is qualified to receive the
loan described herein based upon lender's customary and
standard underwriting criteria. If Purchaser is unable to
obtain a loan as contemplated in this paragraph, then
Purchaser may terminate this Agreement and upon such
termination, Purchaser is entitled to a refund of the Earnest
Money paid.
b. Tract II: This Agreement is made conditioned upon Seller's
receipt of a written legal opinion that addresses whether the
exchange of real property for bank stock is a Section 351
tax-free contribution. All parties acknowledge and agree that
the Purchaser has not provided any advice to Seller with
respect to whether the exchange of real property for bank
stock will qualify as a Section 351 tax-free contribution and
Seller acknowledges that it will seek its own independent
legal and tax advice with respect to such an exchange. In the
event that the exchange of Purchaser's bank stock for real
property does not qualify as Section 351 tax-free
contribution, then in that event, Seller shall be responsible
for any
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and all tax consequences as a result of the closing for Tract
II and Seller agrees to indemnify and hold Purchaser harmless
against any and all claims arising out of such
disqualification. In the event Seller does not receive the
legal opinion as contemplated in this paragraph as a result of
the Purchaser's refusal to pay the $3,500.00, then Seller may
terminate this Agreement retain the Earnest Money paid.
5. Loan Obligation: Purchaser agrees to (1) make application for the loan
within forty-five (45) days from the Date of Contract, (2) immediately
notify the Seller of having applied for the loan and the name of the
lender and, (3) pursue qualification for and approval of the loan
diligently and in good faith. Should Purchaser not timely apply for the
loan, Seller may terminate this Agreement if Purchaser does not within
five days after receiving written notice thereof, provided Seller with
written evidence of loan application. Purchaser agrees that a loan with
terms consistent with those described herein shall satisfy this loan
contingency. Purchaser may also apply for a loan with different terms
and conditions of this Agreement are fulfilled, and the new loan does
not increase the costs charged to the Seller. Purchaser shall be
obligated to close on the sale of Tract I if Purchaser has the ability
to obtain a loan with terms as described herein and/or any other loan
for which Purchaser has applied and been approved.
6. Closing and Possession:
a. The closing for the sale of the Property shall be held no
sooner than 60 days after the Date of Contract, and in no
event later than 150 days after the Date of Contract. It is
anticipated that the Purchaser will receive conditional
charter approval from the Department sometime after the first
60 days after the Date of
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Contract, but before the 150 days after the Date of Contract.
When the conditional charter is granted, the parties agree to
close this transaction with 7 days of the Purchaser receiving
such conditional charter approval (hereinafter referred to as
the "closing"). In the event that the Purchaser determines
that rezoning or environmental remediation of the Property is
necessary pursuant to this Agreement, the Purchaser and Seller
agree to extend the closing by an additional 90 days, beyond
the initial 60-day minimum, to allow for such activity to
occur. If the conditions of chartering are not met and by
mutual consent of Seller and Purchaser the stock is deemed
worthless then this transaction shall unwind. The Purchaser
shall return any deeds issued to Seller and the Seller shall
return to Purchaser all stock and cash within 90 days of such
determination.
b. The closing shall be held at the law office of Donald Mize.
c. Seller shall provide possession of the Property on the date of
closing.
7. Inspection of the Property:
a. Phase I Environmental: The Purchaser shall have 30 days from
the Date of Contract to fully inspect the Property, among
other things, perform a Phase I environmental evaluation and
verify compliance with applicable laws, ordinances and
regulations. This right to inspect shall include the
Purchaser's right and privilege to have its agents and
representatives, at Purchaser's expense and at reasonable
times during normal business hours, enter upon the Property
for the purpose of inspecting, examining, testing and
surveying the Property. If, as a result of such inspection(s),
it is revealed that all or a portion of the
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Property, including soil and/or ground water, is contaminated
with hazardous waste or is not in compliance with applicable
laws, ordinances and regulations, Purchaser shall have the
option, exercisable at Purchaser's sole election, to (i)
terminate this Agreement, be entitled to a complete refund by
the Seller of all Earnest Money and neither party shall have
any further rights or obligations hereunder; or (ii) close the
sale of the Property and accept the Property "as is".
b. Feasibility: Purchaser's obligations under this Agreement are
subject to and conditioned upon Purchaser's investigation and
study of the Property and satisfaction with all aspects
thereof deemed relevant by Purchaser, including, but not
limited to: zoning of the Property permitting the use of the
Property for banking facilities, including the use of the
property for a temporary modular bank building, and the soil
conditions; availability of all utilities to the Property in
adequate capacities and at appropriate locations; access to
the Property by public roads; availability of all approvals
and permits required for use of the property; economic and
feasibility studies. Purchaser shall have 30 days after the
Date of Contract (the "Feasibility Period") in which to make
such investigations and studies with respect to the Property.
Purchaser may terminate this Agreement by notice to the Seller
not later than 30 days after the date of Contract, if any
aspect of the Property is not satisfactory to the Purchaser,
in Purchaser's sole discretion. If such notice is timely given
to Seller by Purchaser, the Purchaser shall be entitled to a
refund by the Seller of all Earnest Money paid. If Purchaser
fails to give notice prior to the end of the Feasibility
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Period, then such conditions shall be conclusively deemed to
be waived by Purchaser.
8. Title: Seller warrants that it presently has title to the Property, and
at the time of the closing, Seller agrees to convey good and marketable
title to Title I and Tract II to Purchaser by General Warranty Deeds
subject only to (1) zoning ordinances affecting the Property; (2)
utility easements of record serving the Property; and (3) leases, other
easements, or other restrictions and encumbrances specified in this
Agreement. Purchaser shall move promptly and in good faith after the
Date of Contract to examine title of the Property and to furnish Seller
with a written statement of objections affecting the marketability of
said title. Seller shall have reasonable time after receipt of such
objections to satisfy all valid objections and if Seller fails to
satisfy such valid objections within a reasonable time, then at the
option of the Purchaser, evidence by written notice to the Seller,
Purchaser may terminate this Agreement and Purchaser shall be entitled
to a refund of the Earnest Money paid. Marketable title as used herein
shall mean title, which a title insurance company licensed to do
business in the State of Georgia will insure at its regular rates,
subject only to standard exceptions unless otherwise specified herein.
9. Costs and Prorations
a. Real Estate Taxes: Ad valorem taxes assessed against the
Property for the year 2000 shall be paid by the Seller. Taxes
for the year 2001 shall be the responsibility of the
Purchaser.
b. Real Estate Transfer Tax: Purchaser shall pay State of Georgia
Real Estate Transfer Tax at closing.
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c. Survey: Purchaser shall pay for the cost of a survey for the
Property.
d. Costs to record deeds: Purchaser shall pay any costs, over and
above the real estate transfer tax, associate with the
recording of the deeds for Tract I and Tract II.
e. Attorney's fees: Each party is to pay its own attorney's fees
in relation to the preparation, execution and closing of the
Property, subject only to the Purchaser's agreement to pay the
following amount son the Seller's behalf for the following
legal opinions: The Purchaser agrees to pay $3,500.00 of the
Seller's expense in obtaining the Section 351 opinion and the
Purchaser agrees to pay $3,000.00 of the Sellers expense to
1499, Inc. in obtaining Section 1031 opinion and intermediary
services.
f. Title Examination/Insurance: Purchaser shall pay for the cost
of its title examination and cost associated with the purchase
of title insurance for the Property.
10. Broker: The parties each warrant and represent to the other that
neither party has employed or dealt with a real estate broker or agent
in connection with the transactions contemplated herein. The parties
covenant and agree, each to the other, to indemnify the other against
any loss, liability, costs, claims, demands, damages, actions, causes
of actions and suits arising out of or in any manner related to the
alleged employment or use by the indemnifying party of any real estate
broker or agent.
11. Notice: Each notice provided for under this Agreement shall be in
writing and sent via commercial courier service or by depositing it
with the United States Postal Service or any official successor
thereof, certified or registered mail, return receipt requested with
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adequate postage prepaid, addressed to the appropriate party, and
marked to a particular individual's attention if so indicated, as
hereinafter provided. Each notice shall be effective on the date of
receipt or the date delivery is first attempted, which ever first
occurs, and, the time period in which a response to any notice must be
given or any action taken with respect thereto shall commence to run
from the effective date thereof, as evidenced by the courier service
records or by the return receipt, as the case may be. The addresses of
the parties shall be those set forth below. Any party shall have the
right to change the address or individual's attention or additional
addresses for copies shall be given in writing to the other at least
ten days prior to such change taking effect.
SELLER'S ADDRESS:
Lynn Wilson
G.W. Investments
3272 Florence Road
Power Springs, Georgia 30127
Steve Greer
G.W. Investments
3272 Florence Road
Power Springs, Georgia 30127
COPY TO:
Daniel D. Dinur, Esq.
Dinur & Associates, P.c.
One Lakeside Commons
990 Hammond Drive, Suite 760
Atlanta, Georgia 30328
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PURCHASER'S ADDRESS:
Caric Martin, President
Sweetwater Financial Group, Inc.
c/o Paul Wilkerson
Wilkerson Paper Company
325 Great Southwest Parkway
Atlanta, Georgia 30336
COPY TO:
R. Randall Bentley, Sr.
Bentley, Bentley & Bentley
241 Washington Avenue
Marietta, Georgia 30060
12. Documents: Each party shall deliver to the other party appropriate
evidence to establish the authority of such party to enter into and
close the transaction contemplated hereby. Seller shall also deliver to
Purchaser at the closing a Seller's General Warranty deed and an
affidavit of title with respect to the appropriate tract in form
satisfactory to Purchaser's title insurer. The parties shall also
deliver at the closing any other documents reasonably necessary to
complete and evidence the transaction contemplated hereby. Seller
agrees to provide Purchaser within 30 days after the Date of Contract
legible copies of any and all surveys, title reports, title insurance
policies, environmental assessment reports which Seller may have
concerning the Property.
13. Default and Remedies: If Purchaser fails or refuses to perform its
obligations under this Agreement, and such failure or refusal is not
cured within five (5) days after notice from Seller, then Seller may as
its sole and exclusive remedy have the Earnest Money as full liquidated
damages. The parties hereby acknowledge the difficulty of ascertaining
Seller's actual damages in such circumstance and agree that the Earnest
Money represents a good faith resolution thereof. If Seller fails or
refuses to perform
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its obligations under this Agreement, and such failure or refusal is
not cured within five (5) days after the notice from Purchaser, then
Purchaser shall have the right to a refund of the Earnest Money,
specific performance, or any and all other rights and remedies
available at law or in equity for Seller's breach.
14. Survival and Termination:
a. The provisions of this Agreement shall survive the closing
unless and to the extent expressly provided otherwise.
b. The provision of this Agreement concerning the disbursement of
the Earnest Money shall survey the termination.
c. "Terminate" or "Termination" shall mean the termination of
this Agreement pursuant to the right to do so as provided
herein. Upon Termination, the Earnest Money shall be disbursed
as provided herein, and the parties hall have no further
rights or duties under this Agreement except as expressly
provided herein. In any case in which the Earnest Money is
provided herein to be returned to the Purchaser, then
nevertheless Two thousand dollars ($2,000.00) hereof shall be
paid to or retained by Seller and deducted from the amount due
Purchaser. The Seller's amount shall belong to Seller in any
and all events and shall in effect constitute option money,
making this Agreement binding even if any conditions or
provisions herein are entirely with the discretion or control
of the Purchaser for certain time periods.
15. Entire Agreement: This Agreement constitutes the entire Agreement of
the parties and may not be amended except by written instrument
executed by both Purchaser and Seller.
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16. Signage: The Purchaser agrees to cooperate with Seller to co-locate
signage on the Purchaser's principal marquis sign on the Property. The
Seller's proposed signage shall be aesthetically consistent with
Purchaser's signage and pre-approved by Purchaser prior to the
installation of such sign. Purchaser further agrees to assist with the
Seller's application for a variance with the appropriate local
governing authority for the location of such signage on the Property.
Seller shall be responsible for any and all expenses related to the
Seller's part of the sign on the Purchasers structure.
17. Excess Dirt: During the construction of the banking facilities on the
Property by the Purchaser, the Seller agrees to permit the Purchaser to
move and locate any excess dirt from the Property on Seller's adjacent
property. Once located on Seller's adjacent property, Purchaser agrees
to seed and hay such dirt on Seller's adjacent property.
18. Interpretation: The paragraph headings are inserted for convenience
only and are in no way intended to interpret, define or limit the scope
or content of this Agreement or any provision hereof. Whenever the
singular is used in this writing, it shall be extended when necessary
to include the plural. The parties acknowledge and agree that
notwithstanding which party originally drafted this Agreement, the
construction of this Agreement in a court of competent jurisdiction,
shall not be construed unfavorably against the drafting party and a
court of competent jurisdiction shall not give any party a favorable
presumption based upon which party originally drafted this Agreement.
The parties agree and acknowledge that the terms and conditions herein
where property negotiated in good faith and at arms length.
19. Applicable Law and Consent to Venue and Jurisdiction: This Agreement
shall be construed and interpreted in accordance with the laws of the
State of Georgia. In the
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event of a dispute between the parties regarding this Agreement, any
and all claims arising out of this Agreement shall be litigated in a
court of competent jurisdiction in Cobb County, Georgia. All parties
consent to the personal jurisdiction of any such Cobb County court to
litigate and resolve any such dispute.
20. Successors and Assigns: This Agreement shall be binding upon and inure
to the benefit of the parties and their respective successors and
assigns. The rights of each party under this Agreement are assignable
only upon the written consent of the other party.
21. Seller's Representation: Seller warrants, represents and agrees that:
a. Seller is the owner of the Property as of the Date of
Contract.
b. To Seller's knowledge, no condemnation proceeding is pending
or threatened with respect to any part of the Property.
c. To Seller's knowledge, the Property has never been used as a
landfill for garbage or refuse, dump, and stump pit or other
similar purpose.
d. Seller has received no notice (oral or written) that any
municipality or other governmental or quasi-governmental
authority has determined that there are any violations of
health, fire safety, building, environmental or other
statutes, ordinances or regulations affecting or applicable to
the Property, and Seller has no knowledge of any such
violations. In the event Seller receives notice prior to the
closing of any such violations affecting the Property, Seller
shall deliver notice thereof to Purchaser the next business
day after Seller's receipt thereof.
e. Seller has received no notice (oral or written) of the
existence of any areas on or in the Property where Hazardous
Material or Waste (as hereinafter defined) have been used,
disposed of, release or found, and Seller has no knowledge of
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the existence of any such areas, or of the storage or disposal
of any Hazardous Material or Waste on the Property. For
purposes of this Agreement, the term "Hazardous Material or
Waste" shall mean petroleum (including crude oil or any
fraction thereof), asbestos, medical waste, and any substance
identified by CERCLA, RCRA or any other federal, state, county
or municipal legislation or ordinance as a hazardous or toxic
substance or waste.
f. No storage tanks are located on the Property, either above or
below ground, and there are no underground pipes or lines on
the Property, except for county water or sewer lines or
electrical, telephone or gas conduits, owned by public utility
companies.
g. There has been no leaking or purposeful disposal of any
Hazardous Material or Waste onto or into the Property.
h. No Hazardous Material or Waste has been generated by Seller on
the Property prior to or since the date upon which the Seller
acquired the Property.
i. During the pendency of this Agreement and prior to the
closing, Seller shall take no action which would in any way
encumber or alienate Seller's title to the property, including
but not limited to the execution of any contracts of sale,
leases, easements, security instruments and deeds of
conveyance unless the same are expressly contemplated under
the terms of this Agreement or are done so with the written
acknowledgement and consent of Purchaser.
j. Seller agrees to take such actions at its expense as may be
reasonably necessary to cause such warranties, representations
and agreements to be true and satisfied
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as of the closing. Seller shall affirm these warranties,
representations and agreements at the closing.
22. Counterpart Execution: This Agreement may be executed in separate
counterparts. It shall be fully executed when each party whose
signature is required has signed at least one counterpart even though
no one counterpart contains the signatures of all the parties.
23. Eminent Domain: If, after the Date of Contract and prior to the
closing, Seller receives notice of the commencement or threatened
commencement of eminent domain or other like proceedings against any
portion of the Property, Seller shall promptly give notice thereof to
Purchaser. Purchaser shall elect within thirty (30) days by notice
thereof to Purchaser. Purchaser shall elect within thirty (30) days by
notice to the Seller either (i) terminate this Agreement, or (ii) to
close the transaction for Tract I and Tract II, either or both, in
accordance with its terms but subject to such proceedings, in which
event the Purchase Price shall not be reduced but Seller shall assign
to Purchaser Seller's rights in any condemnation award of proceeds. If
Purchaser does not give timely notice, Purchaser shall be deemed to
have elected to close the transactions contemplated hereby in
accordance with clause (ii) above.
24. Section 1031 Exchange - The Seller may assign its rights to this
Agreement in connection with an attempt by the Seller to qualify for a
tax deferred exchange of like-kind property under Section 1031 of the
Internal Revenue Code of 1986, as amended, in whole or part. However,
any such assignment shall not relieve Seller of liability for the
performance of Seller's duties and obligations under this Agreement.
Seller and Purchaser expressly agree and covenant to cooperate with
each other, or their affiliates,
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as shall be reasonably requested in consummating the sale of the
Property which will qualify as such a tax deferred exchange of
like-kind property for the Seller.
25. Responsibility to Cooperate: All parties agree to timely take such
actions and produce, execute, and/or deliver such information and
documentation as is reasonably necessary to carry out the
responsibilities and obligations of this Agreement.
26. Exhibits: The exhibits referred to in and attached to this Agreement
are incorporated herein full by reference. The following Exhibits are
attached hereto: Exhibit "A": Survey of the Property.
27. Offer-Acceptance and Contract: This document shall constitute an offer
by Purchaser. This offer is open for acceptance by Seller on or before
September 8, 2000 by 9:00 p.m. Upon acceptance of this offer, Seller
agrees to provide immediately to Purchaser a complete counterpart of
this Contract signed by Seller. If this offer is so accepted, I shall
become a binding contract. As used herein, the phrase "Date of
Contract" shall mean the date on which the Agreement is last signed by
a party hereto.
IN WITNESS WHEREOF, the Parties have set their hands and seals hereto
as of the day and year indicated next to their signatures.
Signed, sealed and delivered PURCHASER:
in the presence of: Sweetwater Financial Group, Inc.
By:/s/ Caric Martin
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Witness Caric Martin, President
Date signed by Purchaser:
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Notary Public
September 8, 2000
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Signed, sealed and delivered SELLER:
In the presence of: G.W. Investments
By:/s/ Lynn Wilson
---------------------------------- ------------------------------
Witness Lynn Wilson, Partner
Date signed by Seller:
----------------------------------
Notary Public
September 8, 2000
Signed, sealed and delivered
In the presence of:
By:/s/ Steve Greer
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Steve Greer, Partner
Witness
Date signed by Seller:
----------------------------------
Notary Public
September 8, 2000
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