<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Abigail Adams National Bancorp. Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
003390101
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(CUSIP Number)
Thomas J. Murray, Esq.
Huddleston, Bolen, Beatty, Porter & Copen
P.O. Box 2185
611 Third Avenue
Huntington, WV 25722
(304) 529-6181
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(Name, Address and Telephone Number of Person
Authorized to receive Notices and Communications)
July 21, 1995
------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box. / /
Check the following box if a fee is being paid with the statement. / /
This Document Consists of 72 Pages. An
Exhibit Index appears on sequentially
numbered page 17.
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CUSIP. No. None
SCHEDULE 13D
1. Name of Reporting Person: Marshall T. Reynolds
Social Security Number: ###-##-####
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: BK/PF
5. Check Box if Disclosure of Legal proceedings is Required
Pursuant to Items 2(d) or 2(e). / /
6. Citizenship or Place of Organization: West Virginia
Number of 7. Sole Voting Power: 0
Shares
Beneficially 8. Shared Voting Power: 80,538
Owned by
Each 9. Sole Dispositive Power: 0
Reporting
Person With 10. Shared Dispositive Power: 80,538
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 80,538
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares. / /
13. Percent of Class Represented by Amount in Row 11: 28.3%
14. Type of Reporting Person: IN
i
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CUSIP. No. None
SCHEDULE 13D
1. Name of Reporting Person: Shirley A. Reynolds
Social Security Number: ###-##-####
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: BK/PF
5. Check Box if Disclosure of Legal proceedings is Required
Pursuant to Items 2(d) or 2(e). / /
6. Citizenship or Place of Organization: West Virginia
Number of 7. Sole Voting Power: 40,000
Shares
Beneficially 8. Shared Voting Power: 80,538
Owned by
Each 9. Sole Dispositive Power: 40,000
Reporting
Person With 10. Shared Dispositive Power: 80,538
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 120,538
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares. / /
13. Percent of Class Represented by Amount in Row 11: 42.3%
14. Type of Reporting Person: IN
ii
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CUSIP. No. None
SCHEDULE 13D
1. Name of Reporting Person: Robert H. Beymer
Social Security Number: ###-##-####
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: BK/PF/OO
5. Check Box if Disclosure of Legal proceedings is Required
Pursuant to Items 2(d) or 2(e). / /
6. Citizenship or Place of Organization: West Virginia
Number of 7. Sole Voting Power: 0
Shares
Beneficially 8. Shared Voting Power: 7,000
Owned by
Each 9. Sole Dispositive Power: 0
Reporting
Person With 10. Shared Dispositive Power: 7,000
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 7,000
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares. / /
13. Percent of Class Represented by Amount in Row 11: 2.5%
14. Type of Reporting Person: IN
iii
<PAGE>
CUSIP. No. None
SCHEDULE 13D
1. Name of Reporting Person: Barbara W. Beymer
Social Security Number: ###-##-####
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: BK/PF/OO
5. Check Box if Disclosure of Legal proceedings is Required
Pursuant to Items 2(d) or 2(e). / /
6. Citizenship or Place of Organization: West Virginia
Number of 7. Sole Voting Power: 20,000
Shares
Beneficially 8. Shared Voting Power: 7,000
Owned by
Each 9. Sole Dispositive Power: 20,000
Reporting
Person With 10. Shared Dispositive Power: 7,000
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 27,000
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares. / /
13. Percent of Class Represented by Amount in Row 11: 9.5%
14. Type of Reporting Person: IN
iv
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CUSIP. No. None
SCHEDULE 13D
1. Name of Reporting Person: Robert L. Shell, Jr
Social Security Number: ###-##-####
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: BK/PF
5. Check Box if Disclosure of Legal proceedings is Required
Pursuant to Items 2(d) or 2(e). / /
6. Citizenship or Place of Organization: West Virginia
Number of 7. Sole Voting Power: 27,000
Shares
Beneficially 8. Shared Voting Power: 0
Owned by
Each 9. Sole Dispositive Power: 27,000
Reporting
Person With 10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 27,000
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares. / /
13. Percent of Class Represented by Amount in Row 11: 9.5%
14. Type of Reporting Person: IN
v
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CUSIP. No. None
SCHEDULE 13D
1. Name of Reporting Person: Thomas W. Wright
Social Security Number: ###-##-####
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: PF
5. Check Box if Disclosure of Legal proceedings is Required
Pursuant to Items 2(d) or 2(e). / /
6. Citizenship or Place of Organization: Kentucky
Number of 7. Sole Voting Power: 0
Shares
Beneficially 8. Shared Voting Power: 7,000
Owned by
Each 9. Sole Dispositive Power: 0
Reporting
Person With 10. Shared Dispositive Power: 7,000
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 7,000
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares. / /
13. Percent of Class Represented by Amount in Row 11: 2.5%
14. Type of Reporting Person: IN
vi
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CUSIP. No. None
SCHEDULE 13D
1. Name of Reporting Person: Deborah P. Wright
Social Security Number: ###-##-####
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: PF
5. Check Box if Disclosure of Legal proceedings is Required
Pursuant to Items 2(d) or 2(e). / /
6. Citizenship or Place of Organization: Kentucky
Number of 7. Sole Voting Power: 20,000
Shares
Beneficially 8. Shared Voting Power: 7,000
Owned by
Each 9. Sole Dispositive Power: 20,000
Reporting
Person With 10. Shared Dispositive Power: 7,000
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 7,000
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares. / /
13. Percent of Class Represented by Amount in Row 11: 9.5%
14. Type of Reporting Person: IN
vii
<PAGE>
CUSIP. No. None
SCHEDULE 13D
1. Name of Reporting Person: Jeanne D. Hubbard
Social Security Number: ###-##-####
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: BK/PF
5. Check Box if Disclosure of Legal proceedings is Required
Pursuant to Items 2(d) or 2(e). / /
6. Citizenship or Place of Organization: West Virginia
Number of 7. Sole Voting Power: 1,500
Shares
Beneficially 8. Shared Voting Power: 0
Owned by
Each 9. Sole Dispositive Power: 1,500
Reporting
Person With 10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,500
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares. / /
13. Percent of Class Represented by Amount in Row 11: .05%
14. Type of Reporting Person: IN
viii
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This Amendment No. 1 to the Schedule 13D filed by Reporting Persons on May
1, 1995 is filed with regard to the common stock, par value $10.00 per share, of
Abigail Adams National Bancorp, Inc. ("Bancorp Common Stock"). The address of
the principal executive offices of Abigail Adams National Bancorp, Inc.
("Bancorp") is 1627 K Street, N.W., Washington, DC 20006.
Items 3, 4, 5 and 6 of the Schedule 13D filed by Reporting Persons on May
1, 1995 are amended and restated to read in their entirety as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS
OR OTHER CONSIDERATION.
Pursuant to a stock purchase agreement dated April 21, 1995 between
the Reporting Person Marshall T. Reynolds and Citibank, N.A. (the "Stock
Purchase Agreement"), Marshall T. Reynolds agreed to acquire a minimum of
191,932 (the "Minimum Shares") and a maximum of 203,038 shares (the "Maximum
Shares") of Bancorp Common Stock currently held by Citibank, N.A. (the
"Acquisition"). By Assignment dated April 28, 1995, Marshall T. Reynolds
assigned to the other Reporting Persons the right to purchase certain of the
shares covered by the Stock Purchase Agreement, and the other Reporting Persons
assumed the obligation to purchase same and adopted all of Marshall T. Reynold's
representations, warranties, covenants and obligations set forth in the Stock
Purchase Agreement. The shares of Bancorp Common Stock acquired by the
Reporting Persons from Citibank, N.A. constitute the collateral securing a loan
made by Citibank, N.A. to Mark G. Griffin, the E.A. Griffin Trust, Barbara D.
Blum, Richard W. Naing, Maria L. Naing and the Wynmark Trust pursuant to a Loan
Agreement dated August 24, 1988 (the "Loan Agreement"). The Reporting Persons
have been advised by Citibank, N.A. that one or more events of default have
occurred and are continuing under the Loan Agreement and that Citibank, N.A. has
the authority, or as of consummation of the Acquisition has the authority, to
sell at least the Minimum Shares to the Reporting Persons pursuant to Section
9-504 of the New York Uniform Commercial Code.
The purchase price for such shares is $17.00 per share, and the
aggregate amount of funds required for the Reporting Persons to purchase such
shares is $3,451,646 (the Maximum Shares being purchased).
The Reporting Persons understand that on April 12, 1994, the Board of
Directors of Bancorp declared a dividend of one common share purchase right (a
"Right") for each outstanding share of Bancorp Common Stock and entered into a
rights agreement with The First National Bank of Maryland, as rights agent (the
"Bancorp Rights Agreement"). The terms of the Rights and the Bancorp Rights
Agreement are set forth in a current report on Form 8-K filed by Bancorp with
the Securities and Exchange Commission ("SEC") on April 27, 1994. Without
amendment of the
1
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Bancorp Rights Agreement to permit the Acquisition and the transactions
contemplated by the Stock Purchase Agreement, the Reporting Persons were
unwilling to enter into the Stock Purchase Agreement.
Accordingly, Reporting Person Marshall T. Reynolds and Bancorp entered
into an Agreement dated April 20, 1995 (the "Bancorp Agreement"), pursuant to
which, among other things, (a) following the Acquisition, Reporting Person
Marshall T. Reynolds agreed to provide an opportunity to the stockholders of
Bancorp (other than Citibank, N.A.) to receive $21.00 per share in cash for the
shares of Bancorp Common Stock held by them (the "Tender Offer") and (b) Bancorp
(i) agreed to take all actions necessary so that the execution, delivery and
performance of the Stock Purchase Agreement and consummation of the Acquisition
and the Tender Offer do not and will not result in the Reporting Persons or any
of their "Affiliates" or "Associates" becoming an "Acquiring Person" or an
"Adverse Person" (as such terms are defined in the Bancorp Rights Agreement) or
enable or require any Rights under the Bancorp Rights Agreement to become
exercisable, or otherwise cause or give rise to the occurrence of a
"Distribution Date" (as such term is defined in the Bancorp Rights Agreement),
(ii) agreed not to take any action to oppose or impede consummation of the
Acquisition, and (iii) agreed to take all actions necessary so that the
execution, delivery and performance of the Stock Purchase Agreement and
consummation of the Acquisition and the Tender Offer do not constitute a "Change
in Control" under the terms of any of the severance agreements referenced in
Item 5 of Bancorp's Form 8-K report dated April 27, 1994 or otherwise cause any
of the rights or benefits of the employees under such severance agreements to
become exercisable or triggered.
Pursuant to the Bancorp Agreement, Bancorp and The First National Bank
of Maryland, as rights agent, entered into a First Amendment to Rights Agreement
dated April 20, 1995, amending the Bancorp Rights Agreement to permit the
execution, delivery and performance of the Stock Purchase Agreement and the
completion of the Tender Offer without causing the Rights to become exercisable
and to permit the announcement, initiation, conduct and completion of the Tender
Offer without causing the occurrence of a Distribution Date (as defined in the
Bancorp Rights Agreement).
If all stockholders of Bancorp other than Citibank, N.A. tender all
outstanding shares of Bancorp Common Stock held by them (81,806 shares), an
additional $1,717,926 of funds will be required to acquire same pursuant to the
Tender Offer at $21.00 per share.
The Reporting Persons consummated the Acquisition of the 203,038
Maximum Shares of Bancorp Common Stock pursuant to the Agreement on July 21,
1995.
2
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The source of funds for this purchase for each of the Reporting
Persons is set forth below:
Marshall T. Reynolds and Shirley A. Reynolds utilized $2,049,146 from
an available $5,000,000 line of credit at United National Bank, Parkersburg,
West Virginia. This line of credit bears floating interest at Chase Manhattan
Bank Prime Rate, adjusted quarterly, and expires March 31, 1996, subject to
renewal. It is collateralized by shares of Champion Industries, Inc. No
Bancorp Common Stock has been pledged or otherwise utilized to secure the
borrowing.
Robert H. Beymer and Barbara W. Beymer utilized a combination of:
$59,000 drawn on a $100,000 line of credit from Citizens Deposit Bank & Trust,
Vanceburg, Kentucky (bearing floating interest at the bank base rate plus one
percent (1%), requiring quarterly payments of interest, maturing April 10,
1996); $200,000 drawn on a $400,000 line of credit from First National Bank in
Ronceverte, Ronceverte, West Virginia (bearing floating interest at Wall Street
Journal primate rate plus one percent (1%), requiring quarterly payments of
interest, with principal payable on demand, secured by a pledge of various
unlisted bank stocks; and $200,000 proceeds of intra-family loans to effect the
Acquisition. No Bancorp Common Stock has been pledged or otherwise utilized to
secure the borrowing.
Robert L. Shell, Jr. utilized $459,000 available through two loan
commitments aggregating $600,000 from Bank One, West Virginia, NA. Loan #1 is
in amount of $300,000, maturing one year from funding, subject to annual review
and reaffirmation and bearing interest at Bank One Prime Rate plus one percent
(1%).
Loan #2 is in amount of $300,000, payable in monthly installments of
principal and interest of $4,625, with a balloon payment at maturity, five years
from funding. Loan #2 will bear interest at Bank One Prime Rate plus one
percent (1%). Both loans are secured by first lien security interest and pledge
of all shares of Bancorp Common Stock acquired by Robert L. Shell, Jr., with a
requirement that 70% of Loan #1 loan balance to market value of Bancorp Common
Stock constituting collateral be maintained. A second lien deed of trust on Mr.
Shell's personal residence was also required. Additionally, Marshall T.
Reynolds has agreed to purchase the Bancorp Common Stock securing these loans,
at the price paid by Mr. Shell, in the event of default on either loan, in an
amount sufficient to reduce the combined loan balances outstanding to $100,000.
Thomas W. Wright and Deborah P. Wright utilized personal funds in the
Acquisition.
3
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Jeanne D. Hubbard has utilized $25,500 from an available $100,000 line
of credit at Citizens Deposit Bank & Trust, Vanceburg, Kentucky. This line of
credit bears floating interest at the bank's base rate plus one percent (1%),
requires monthly payments of interest, and is renewable annually each January.
It is collateralized by shares of common stock of bank holding companies other
than Bancorp. No Bancorp Common Stock will be pledged or otherwise utilized to
secure the borrowing.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons' purpose in effecting the acquisition of Bancorp
Common Stock is to acquire a controlling interest in Bancorp, as an investment
which they expect will appreciate in value. Except as set forth in Item 3 and
Exhibits A, B and C, they have no current plans or proposals which relate to or
would result in any of the following, but reserve the right to seek to effect
any such matters in the future:
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or of
any of its subsidiaries;
(e) Any material change in the present capitalization or divided policy of
the issuer;
(f) Any other material change in the issuer's business or corporate
structure;
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
The purchasers' present intention with respect to paragraphs (a), (d)
and (i) of this Item 4 are set forth below:
(a)
and
(i) As set forth in Item 3 hereof, the Bancorp Agreement provides that
Reporting Person Marshall T. Reynolds shall in the Tender Offer afford
all shareholders of Bancorp (other than Citibank, N.A.) the
opportunity to
4
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receive $21.00 per share in cash for shares of Bancorp Common Stock
held by them, which, if effected, would constitute the acquisition of
additional securities of the issuer by Reporting Person Marshall T.
Reynolds. Depending upon the number of shares of Bancorp Common Stock
so acquired, it is also possible that Bancorp Common Stock would
become eligible for termination of registration under section 12(g)(4)
of the Act, though it is impossible at this time to predict the
likelihood of such a result.
(d) The Reporting Persons plan to add three (3) directors to the board of
directors of Bancorp. The additional directors will be Jeanne D.
Hubbard, Robert L. Shell, Jr. and Marshall T. Reynolds. The Reporting
Persons have no other plans or proposals with respect to changing the
present board of directors or management of the issuer at this time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Maximum Shares acquired by Reporting Persons represent 71.3% of
the outstanding shares of Bancorp Common Stock as reported in Bancorp's 10-K for
the year ended December 31, 1994.
(b) Consummation of the Acquisition has resulted in the following
beneficial ownership by number of shares:
SOLE VOTING/ SHARED VOTING/
DISPOSITIVE POWER DISPOSITIVE POWER
----------------- -----------------
Marshall T. Reynolds -0-(1) 80,538(2)
Shirley A. Reynolds 40,000 80,538(2)
Robert L. Shell, Jr. 27,000(1) -0-
Robert H. Beymer -0- 7,000(2)
Barbara W. Beymer 20,000 7,000(2)
Thomas W. Wright -0- 7,000(2)
Deborah P. Wright 20,000 7,000(2)
Jeanne D. Hubbard 1,500 -0-
(1) Upon any default under Robert L. Shell, Jr.'s loan commitment described in
Section 3, Marshall T. Reynolds would be required to purchase the shares of
Bancorp Common Stock attributed to Mr. Shell, increasing the number of
shares held with sole voting and
5
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dispositive power by Mr. Reynolds to 27,000 and reducing Mr. Shell's
beneficial ownership to -0-.
(2) Shares held jointly between spouses.
(c) Except as otherwise described herein, none of the Reporting Persons
beneficially own any shares of Bancorp Common Stock. Other than as described in
this Schedule 13D, no transactions in Bancorp Common Stock were effected during
the past 60 days by the Reporting Persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER .
As noted above, the Reporting Persons have entered into the Stock
Purchase Agreement with Citibank, N.A., the Assignment from Reporting Person
Marshall T. Reynolds, the Bancorp Agreement with Bancorp and the Escrow
Agreement attendant to the Stock Purchase Agreement. Various of the Reporting
Persons have also entered into loan agreements for the borrowing of funds to
acquire Bancorp Common Stock. For a description of these documents, see Item 4
above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit J - Loan Agreement and two promissory notes dated July 20,
1995 between Bank One, West Virginia, NA and Robert L. Shell, Jr.
Exhibit K - Unregistered or Restricted Stock Security and Pledge
Agreement dated July 20, 1995 between Robert L. Shell, Jr. and Bank
One, West Virginia, NA.
Exhibit L - Limited Price Put Option dated July 20, 1995 between
Marshall T. Reynolds and Bank One, West Virginia, NA.
Exhibit M - Promissory notes from Robert H. and Barbara W. Beymer,
dated July 20, 1995, payable to Jill B. Stevens and Bryan L. Beymer,
in aggregate principal amount of $200,000.
Exhibit N - Commercial Promissory Note from Robert H. Beymer and
Barbara W. Beymer dated July 10, 1995 payable to First National Bank
in Ronceverte.
Exhibit O - Stock or Bond Pledge and Security Agreements and Consents
to Pledge or Hypothecate securing Exhibit O.
6
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct. This statement is filed on behalf of each and all of the persons
signatory below.
Dated: July 21, 1995
/s/ Marshall T. Reynolds /s/ Robert L. Shell, Jr.
------------------------ ------------------------
MARSHALL T. REYNOLDS ROBERT L. SHELL, JR.
/s/ Shirley A. Reynolds /s/ Thomas W. Wright
----------------------- --------------------
SHIRLEY A. REYNOLDS THOMAS W. WRIGHT
/s/ Robert H. Beymer /s/ Deborah P. Wright
-------------------- ---------------------
ROBERT H. BEYMER DEBORAH P. WRIGHT
/s/ Barbara W. Beymer /s/ Jeanne D. Hubbard
--------------------- ---------------------
BARBARA W. BEYMER JEANNE D. HUBBARD
7
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<TABLE>
<CAPTION>
EXHIBIT INDEX
Location in Sequentially
Exhibit No. Description Numbered Copy
----------- ----------- ------------------------
<C> <S> <C>
Exhibit J Loan Agreement and two 18
promissory notes dated
July 20, 1995 between
Bank One, West
Virginia, NA and Robert
L. Shell, Jr.
Exhibit K Unregistered or Restricted 39
Stock Security and Pledge
Agreement dated July 20,
1995 between Robert L.
Shell, Jr. and Bank One,
West Virginia, NA
Exhibit L Limited Price Put Option 51
dated July 20, 1995
between Marshall T.
Reynolds and Bank One,
West Virginia, NA
Exhibit M Promissory notes from 54
Robert H. and Barbara
W. Beymer, dated July
20, 1995, payable to
Jill B. Stevens and
Bryan L. Beymer, in
aggregate principal
amount of $200,000
Exhibit N Commercial Promissory Note 56
from Robert H. Beymer and
Barbara W. Beymer dated
July 10, 1995 payable to
First National Bank in
Ronceverte
Exhibit O Stock or Bond Pledge and 59
Security Agreements and
Consents to Pledge or
Hypothecate securing
Exhibit O
</TABLE>
<PAGE>
LOAN AGREEMENT EXHIBIT J
This Loan Agreement is made by and between ROBERT L. SHELL,
JR., (hereinafter called "Borrower") and BANK ONE, WEST VIRGINIA,
NA, a national banking association, (hereinafter called "Bank")
and is executed in connection with the following described "Loan
#1" and "Loan #2" (hereinafter collectively referred to as the
"Loans") to be evidenced by promissory notes (hereinafter called
"Note #1" and "Note #2", respectively, and collectively called
the "Notes") which shall include the following provisions and
such other provisions as may be agreed upon in writing by
Borrower and Bank:
"Loan #1" - Amount of Note: $300,000.00
Date of Note: July 20, 1995
Term of Note/Maturity: Interest only shall be
payable monthly, with all principal and
interest being payable one year from the date
of Note #1. At or before said maturity date
and annually thereafter (if renewed), Bank
shall review Loan #1 for renewal for an
additional one year period, which review and
renewal shall be in the Bank's sole
discretion.
"Loan #2" - Amount of Note: $300,000.00
Date of Note: July 20, 1995
Term of Note/Maturity: Principal and interest
shall be payable monthly in installments of
$4,625.00 each, with one, final installment
of all remaining principal and interest being
due and payable, if not sooner paid, July
___, 2000.
In consideration of the Loans from Bank, the mutual
covenants contained herein, and other good and valuable
consideration, the Borrower hereby warrants, represents and
agrees as follows:
<PAGE>
1. WARRANTIES: The following warranties shall survive and
continue after execution and delivery of this Agreement and the
Bank's making the Loan:
A. LITIGATION: There are no pending or, to the knowledge
of Borrower, threatened actions or proceedings against Borrower
before any court or administrative agency, Federal or State that,
if determined adversely to Borrower, are likely to have a
material adverse effect on Borrower, except as disclosed in a
letter delivered by the Borrower to the Bank at or prior to the
execution hereof.
B. LIENS AND TAXES. The Borrower has filed all tax
returns required to be filed and paid all material taxes due
pursuant to such returns or to any assessment received. The
Internal Revenue Service has not asserted any liability for taxes
in excess of those already paid by the Borrower and its property
is free of any tax liens.
C. BORROWER'S POWERS: The execution and performance of
this Agreement and the Note are within the Borrower's powers,
and are not in contravention of any law or of any agreement to
which Borrower is a party or by which it is bound.
D. ASSET OWNERSHIP: All statements as to ownership of
assets and other statements of assets, heretofore or hereafter
given to the Bank in connection with this Agreement, are or will
be true and correct in all material respects subject to any
limitation stated therein.
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E. FINANCIAL CONDITION: Borrower's financial statements
furnished to Bank fairly present in all material respects
Borrower's financial condition at said date, and since said date
there has been no material adverse change in his financial
condition.
F. REPRESENTATION OF FACTS: All information,
representations and materials submitted by Borrower in support of
the application for the Loans or made in the Loan Documents are
true and accurate.
G. NOTICES: For purposes of this Agreement the following
shall be the Borrower's address for notices: c/o Guyan
International, 5 Nichols Drive, Barboursville, West Virginia
25504.
2. AFFIRMATIVE COVENANTS: The Borrower will:
A. REPAYMENT/PERFORMANCE OF LOAN DOCUMENTS: Repay the
Loans with interest thereon in accordance with the terms and
conditions set forth in this Agreement and the Notes. Borrower
shall perform all terms and conditions set forth in this
Agreement, the Notes and any security agreement, deed of trust or
other documents evidencing or securing the Loans (collectively
called the "Loan Documents").
B. PURPOSE(S) OF THE LOANS: (1) Use the proceeds of Loan
#1 only for the purpose of acquiring shares of common stock of
Abigail Adams National Bancorp, Inc., and (2) use up to
$200,000.00 of the proceeds of Loan #2 only for the purpose of
acquiring shares of Abigail Adams National Bancorp, Inc. and use
3
<PAGE>
up to $100,000.00 of the proceeds of Loan #2 for the purposes of
refinancing existing debt of Borrower or general working capital.
The combined principal balances of the Loans shall at no time
exceed the lesser of (i) the face amounts of the Notes or (ii)
the amount paid by Borrower for the Abigail Adams National
Bancorp stock purchased by Borrower with proceeds of the Loans
plus $100,000.00.
C. FINANCIAL STATEMENTS: Furnish to the Bank within on or
before March 30 of each year an annual personal financial
statement in form reasonably acceptable to the Bank. Borrower
shall also submit annually to Bank copies of his Federal Income
Tax Return not more than 30 days after filing each return.
Except as required by law or governmental regulation, Bank will
hold all financial and other information delivered by Borrower to
Bank in strict confidence.
D. DISCHARGE OF LIENS AND TAXES: Pay all taxes,
assessments and governmental charges upon the Borrower or against
his properties prior to the date on which penalties are attached
thereto, unless and to the extent only that the same shall be
contested in good faith and by appropriate proceedings by the
Borrower.
E. COLLATERAL: As security for the Loans, deliver to the
Bank the following duly executed security agreements, UCC's,
deeds of trust or such other documents as reasonably required by
Bank: (1) Security and Pledge Agreement(s), financing
statements, stock power(s) of attorney and other documents
4
<PAGE>
creating and perfecting first priority liens and security
interests in the following collateral: all shares of Abigail
Adams National Bancorp, Inc. stock acquired by Borrower with
proceeds of the Loans, together with such other shares or other
securities as may be required to maintain the loan balance to
collateral value ratio hereinafter provided and (2) Credit Line
Deed(s) of Trust creating a second priority lien on the
Borrower's property located at 5 Nichols Drive, Barboursville,
West Virginia. The proceeds of Loan #1 are to be used as part of
the purchase price for 27,000 shares of Abigail Adams National
Bancorp, Inc. (the "27,000 Shares"). The 27,000 Shares must at
all times provide Bank with a Loan #1 balance to collateral value
ratio not greater than .70 (i.e. if the balance of the Loan #1 is
$300,000, the value of the 27,000 Shares must be not less than
$428,571.42). The value of each share of Abigail Adams National
Bancorp, Inc. shall be the last reported bid price for the stock
as reported in the "pink sheets". (If the trading of the stock
ceases to be reported in the "pink sheets", then the value of the
stock shall be determined by reference to the bid price reported
in such other reporting service as may report the trading of the
stock.) If at time while Loan #1 or any renewal(s) thereof
remain unpaid, the value of the 27,000 Shares is not sufficient
to provide the required Loan #1 balance to collateral value
ratio, Borrower shall promptly upon request by Bank (i) pledge to
Bank and grant Bank a perfected security interest in additional
marketable securities satisfactory to Bank of market value
5
<PAGE>
sufficient to achieve the required 70% Loan to collateral value
ratio, or (ii) reduce the outstanding balance of Loan #1 to a
balance which satisfies the required Loan to value ratio. In
addition, Borrower shall provide to the transfer agent of Abigail
Adams National Bancorp, Inc. or other party acceptable to Lender,
written instruction that upon issuance any shares which are
purchased with proceeds of either of the Loans, such shares are
to be delivered directly to the Bank to be held in accordance
with the terms of the Loan Documents.
F. EXPENSES: Pay or reimburse the Bank for all reasonable
out-of-pocket expenses of every nature including, but not limited
to appraisal fees and reasonable attorney's fees, which Bank may
incur in connection with the Loan Documents, or the collection of
the indebtedness created hereunder.
G. OTHER (LIMITED PRICE PUT OPTION): (LOAN FEE): (i)
Borrower shall cause valid, binding Limited Price Put Option(s)
in form and substance acceptable to Bank to be executed by
Marshall T. Reynolds ("Reynolds") with respect to all shares of
Abigail Adams National Bancorp., Inc. purchased by Borrower with
proceeds of the Loans, whereby Reynolds agrees that in the event
of default by Borrower in the performance of either of the Notes
or any other Loan Document, Reynolds shall upon request purchase
shares which secure the Loans at the price the Borrower paid for
said shares. Said put option shall provide that Reynolds shall
purchase a sufficient number of shares so that the proceeds from
such sale will reduce the combined balances of the Loans to
6
<PAGE>
$100,000.00 or less. The proceeds generated from the exercise of
the put option shall be applied first to fully pay Loan #1 and
then to reduce the balance of Loan #2 to an amount not greater
than $100,000.00.
(ii) Borrower shall pay to Bank upon execution of this
Agreement a Loans fee of $1,500.00.
H. APPRAISAL: Provide Bank with an updated appraisal
of the Borrower's residence performed by an appraiser acceptable
to the Bank.
3. NEGATIVE COVENANTS: Without the written consent to the
Bank, Borrower will not further encumber or permit any liens or
security interests to exist upon any of the collateral which
secures the Loans except; (i) for liens of taxes and assessments
not delinquent or being contested in good faith, (ii) for liens
of mechanics or materialmen with respect to obligations not
overdue or being contested in good faith, or (iii) for liens in
favor of Bank.
4. DEFAULT: In addition to the terms contained in the Notes or
any other Loan Document, the following events shall be "Events of
Default" hereunder:
a. Default by the Borrower in the payment of any principal
of, or interest on, either of the Notes when and as same shall
become due and payable, whether at maturity, by acceleration, or
otherwise and such default shall continue unremedied for 10 days
after notice thereof has been given to the Borrower by the Bank;
or
7
<PAGE>
b. Any representation or warranty made or any financial
statement or other information furnished by the Borrower or any
officer of it in connection with the execution and delivery of
this Agreement, the Note, any other Loan Document or in any
certificate furnished pursuant hereto shall prove to be false in
any material respect at the time made (provided that this
provision shall not apply to any budgets or financial or other
projections delivered by Borrower to Bank); or
c. Default by the Borrower in the due performance of any
term, provision or agreement contained herein, in either of the
Notes (other than for the payment of principal or interest) or in
any other Loan Document, to be performed by it and such default
shall continue unremedied for 30 days after notice thereof has
been given to the Borrower by the Bank; or
d. The Borrower shall become involved in financial
difficulties as evidenced by: (i) making an assignment for the
benefit of creditors, or commence any similar debtor relief
proceeding, whether judicial or otherwise; (ii) consent to or
application for the appointment of a trustee, interim trustee,
custodian or receiver for all or a major portion of its property;
(iii) the commencement by Borrower of any action or proceeding
under any other federal or state bankruptcy, insolvency,
composition, debtor relief, reorganization or other similar law,
or have such a proceeding commenced against Borrower and either
have an order of insolvency or reorganization entered against
Borrower or have the proceeding remain undismissed or unstayed
8
<PAGE>
for 60 days; (vi) the issuance of any attachment, garnishment,
execution, federal tax levy, or other process or seizure against
any material property of Borrower that is not stayed, paid or
discharged within 60 days (unless it is being contested in good
faith and by appropriate proceedings); or
e. The failure by Borrower to maintain the required Loan
#1 balance to collateral value ratio; or
f. If any of the following should occur with respect to
Abigail Adams National Bank ("AANB") or Abigail Adams National
Bancorp, Inc. ("Bancorp"):
(1) Any regulator with supervisory or oversight
control over AANB or Bancorp ("Regulator") shall issue a
determination based on the reported financial condition of AANB
or Bancorp that AANB or Bancorp is "undercapitalized" within the
meaning of such Regulator's prompt corrective action regulations;
or
(2) Any Regulator shall have issued a prompt
corrective action order and AANB or Bancorp shall have failed to
comply with such order within the time specified in such order
or, if no time is specified, within a reasonable time; or
(3) AANB or Bancorp shall have been notified by any
Regulator that it is in an unsafe and unsound condition or is
engaging in an unsafe and unsound practice, and AANB or Bancorp
shall have failed to cure such condition or cease such practice
within the time set by such Regulator or, if no time is set,
within a reasonable time; or
9
<PAGE>
(4) AANB or Bancorp shall have entered into a written
agreement with any Regulator materially limiting its ability to
engage in its principal business activities; or
(5) The insurance of AANB's deposits by the FDIC shall
have been suspended or terminated; or
g. The Bank shall deem itself insecure, in good faith
believing that the prospect of payment of the Notes or
performance under this Agreement or any instrument providing
security for either of the Notes is impaired.
IF ANY ONE OR MORE OF THE FOREGOING EVENTS OF DEFAULT SHALL
HAPPEN, THE BANK MAY, AT ANY TIME, WITHOUT NOTICE TO THE
BORROWER, DECLARE THE UNPAID PRINCIPAL OF AND INTEREST ON THE
NOTES TO BE IMMEDIATELY DUE AND PAYABLE AND SUCH PRINCIPAL OF AND
INTEREST ON THE NOTES SHALL THEREUPON BECOME AND BE IMMEDIATELY
DUE AND PAYABLE, WITHOUT PRESENTMENT, DEMAND, PROTEST OR NOTICE
OF ANY KIND, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY THE
BORROWER, AND THE BANK MAY TAKE SUCH ADDITIONAL ACTION AS
PROVIDED BY LAW.
5. ADDITIONAL TERMS, DELETIONS AND EXCLUSIONS: The Borrower
agrees to additional provisions, deletions and/or exclusions as
follows: None
6. MISCELLANEOUS:
a. Paragraph headings are for reference only and shall
otherwise be disregarded.
b. No waiver hereunder shall be effective unless in
writing. No delay in exercising any right shall operate as a
10
<PAGE>
waiver thereof. A waiver on any one occasion shall not be a
waiver of any right or remedy on any future occasion. This
Agreement will terminate when all obligations of the Borrower to
the Bank have been paid in full and the Bank shall not be
obligated to advance any additional funds to the Borrower. This
Agreement shall be governed by the laws of the State of West
Virginia.
IN WITNESS WHEREOF and intending to be legally bound hereby,
the Borrower and the Bank have executed and delivered this Loan
Agreement this 20th day of July, 1995.
BANK ONE, WEST VIRGINIA, NA,
a national banking association
By:_______________________________
Its:___________________________
__________________________________
ROBERT L. SHELL, JR.
11
<PAGE>
BANK ONE, WEST VIRGINIA, NA Commercial
Promissory Note
Note number _________ Date July 20, 1995 Amount $300,000.00
For value received, the receipt of which is hereby acknowledged,
the undersigned, jointly and severally, promise to pay to the
order of BANK ONE, WEST VIRGINIA, NA, a national banking
association hereinafter called "the Bank") at 1000 Fifth Avenue,
Huntington, West Virginia, the principal sum of THREE HUNDRED
THOUSAND DOLLARS ($300,000.00) or so much thereof as may from
time to time be disbursed to, or for the benefit of, the
undersigned, together with interest on the unpaid principal
balance as hereinafter provided from the date hereof until paid
in full and payable on the terms hereinafter set forth. The
Bank's records of disbursements and payments shall be conclusive
as to the outstanding balance.
RATE OF INTEREST AND ITS CALCULATION
The rate of interest on this Note shall be One percent (1.0%) per
annum in excess of the INDEX RATE as it exists from time to time.
"INDEX RATE" means the last rate publicly announced or published
from time to time by Bank One, Columbus, NA, Columbus, Ohio, as
its prime lending rate. If the INDEX RATE is no longer available
or has not been publicly announced or published for a period in
excess of thirty (30) days, then Bank or any subsequent holder
shall have the right at its option to select a replacement INDEX
RATE and adjust the spread which is added to the replacement
INDEX RATE, which replacement INDEX RATE and adjustment will,
taken together, equate to the variable rate of interest provided
by the former INDEX RATE and spread, and upon giving twenty (20)
days prior written notice to the undersigned, interest rate
calculations will thereafter be based on such replacement INDEX
RATE and adjusted spread. If the rate of interest on this Note
is to fluctuate with an INDEX RATE, the rate of interest will be
adjusted to reflect the latest change in the INDEX RATE on the
same day as the INDEX RATE changes.
Interest shall be calculated on the basis of (1) the actual
number of days elapsed as the numerator and (2) the denominator
will be 360. After the principal sum is due, whether by
acceleration or otherwise, at Bank's option the interest rate
will be changed to the higher of (a) the rate most recently
publicly announced or published by Bank One, Columbus, NA,
Columbus, Ohio, as its prime lending rate plus five percent (5%)
per annum or (b) the highest rate at which interest has been
calculated hereunder. In no event will the total of interest and
other loan charges due and payable hereunder exceed the maximum
rate, if any, established by applicable Federal or State law.
<PAGE>
This Note is issued under the provision of a Loan Agreement of
even date herewith (the "Loan Agreement").
TIME AND METHOD OF PAYMENT
Interest is due and payable monthly beginning August __, 1995 and
continuing of the ____ day of each month thereafter until the
principal balance is paid in full. Unless renewed by Bank in its
sole discretion as provided in the Loan Agreement, the principal
balance and all accrued interest are due and payable on July __,
1996.
I. The payment of this Note is secured by the pledge or deposit
of, and/or of the grant of a lien, encumbrance, Mortgage, Trust
Deed and/or security interest which is hereby granted in, the
collateral described in the Loan Agreement.
II. All credits, deposits, accounts, or monies of any of the
undersigned and all of the property belonging to or in which the
undersigned now or hereafter has any interest, now or hereafter
in the possession or control of the Bank and the Collateral (if
any) shall be, and be held by the Bank as, security for the
payment of this Note (hereinafter "Obligations").
III. If any of the undersigned are identified as a corporation
partnership or limited partnership, then the undersigned hereby,
jointly and severally, represent, warrant and certify to the Bank
that any such entity is duly organized and properly acting. If
any of the undersigned is an individual, then the undersigned
hereby jointly and severally represent, warrant and certify to
the Bank that the loan of which this Note is evidence and any
renewals or extensions or modifications thereof is and are
incurred primarily for business purposes, that such loan is for
an activity that is engaged in primarily for the purpose of
generating gross income as that term is defined in West Virginia
Code Section 11-13-1 and the undersigned hereby jointly and
severally further certify, represent and warrant to the Bank that
the loan of which this Note is evidence is not incurred in
connection with any farming or other agricultural activity
engaged in by producer of agricultural commodities, livestock or
other farm products.
IV. Payments shall, at the option of the Bank, be first applied
to the payment of interest and the balance thereof to principal
reduction. In the event that there is a failure to pay this Note
or any installment of principal or interest hereunder when due
and such failure continues for ten (10) days following written
notice thereof from the Bank to the undersigned, the undersigned,
jointly and severally shall pay a late charge of the lesser of
(a) five percent (5%) of said unpaid amount or (b) $250.00.
V. At the option of the Bank, all Obligations including without
limitation the payment of all sums under this Note, shall become
<PAGE>
due and payable in full on the tenth (10th) day following written
notice from the Bank to the undersigned of the occurrence of any
of the following events of default, if such default(s) remain
uncured: (a) failure of the undersigned to make payment when due
of the principal or interest of this Note; (b) the occurrence of
an Event of Default under the Loan Agreement pursuant to which
this Note is issued; (c) failure of the undersigned or any
guarantor hereof to comply with any of the terms and conditions
of this Note and/or any obligations of the undersigned contained
in any agreement, security agreement, Mortgage, Trust Deed, loan
agreement, guaranty, or device securing, evidencing or relating
to this Note; (d) death, dissolution, merger, consolidation or
termination of existence of any of the undersigned or any
guarantor; (e) insolvency or appointment of a receiver for the
undersigned or any guarantor or any property of the undersigned
or any guarantor, assignment for the benefit of creditors or a
commencement of any proceeding under any bankruptcy,
reorganization, arrangement, or liquidation law by or against any
of the undersigned or any guarantor, or if such proceedings are
commenced by a creditor and remain undismissed for thirty (30)
days; (f) failure of any of the undersigned to pay when due any
premium on any policy of life or other insurance pledged
hereunder, or held in connection with any security hereof; (g)
the Bank deeming itself insecure and in good faith believing that
the prospect of payment or performance is impaired; (h) the
institution of any garnishment proceedings by attachment, levy or
otherwise against any property of the undersigned or any
guarantor hereof; (i) failure of the undersigned or any
guarantor to furnish the Bank within thirty (30) days after
written request by the Bank, current financial statements in form
satisfactory to the Bank; or (j) any representation, warranty,
statement, report, or application made, or furnished, by the
undersigned or any guarantor proving to have been false, or
erroneous, in any material respect at the time of the making
thereof.
VI. No delay or omission on the part of the Bank in exercising
any right hereunder shall operate as a waiver of such right or of
any other right under this Note. A waiver on any one occasion
shall not be construed as a bar to or waiver of any such right
and/or remedy on any future occasion.
VII. The undersigned and each guarantor of this Note, or the
obligation represented hereby, waive presentment, demand, notice,
protest and all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement of this
Note (except as expressly required herein); and assent to any
extension or postponement of the time of payment or any other
indulgence, and/or to the addition or release of any property
and/or any other party or person primarily or secondarily liable.
The Bank can proceed against anyone liable for repayment without
first proceeding against any other and without first liquidating
any property given as security.
<PAGE>
VIII. The undersigned will pay on demand all costs of
collection and attorneys' fees incurred or paid by the Bank in
enforcing this Note when the same has become due, whether by
acceleration or otherwise.
IX. When the Obligations become due, whether by acceleration or
otherwise, and at any time thereafter, the Bank shall have all of
the remedies provided by law, any agreement or any security
documents including the remedies of a secured party under the
Uniform Commercial Code. Unless any collateral is perishable or
threatens to decline speedily in value or is of a type
customarily sold on a recognized market, the Bank will give the
undersigned reasonable notice of the time and place of any public
sale thereof, or of the time after which any private sale or
other intended disposition is to be made. The requirement of
reasonable notice shall be met if such notice is mailed, postage
prepaid, to the last known address of the undersigned at least
ten days before the time of the sale or disposition.
X. When the Obligations become due, whether by acceleration or
otherwise, and at any time thereafter, the Bank may, at its
option, demand, sue for, collect, or make any compromise or
settlement it deems desirable with reference to any collateral
held hereunder. The Bank shall not be bound to take any steps
necessary to preserve any rights in any collateral against prior
parties, inasmuch as the undersigned agree to assume such
responsibility.
XI. The undersigned and each guarantor of this Note or the
Obligations represented hereby agree that the Bank may retake
possession of any collateral without prior judicial hearing or
process, and hereby expressly waive any right to such judicial
hearing or process.
XII. This Note shall be governed by and construed in accordance
with the laws of the State of West Virginia in all respects.
XIII. The undersigned hereby jointly and severally, irrevocably
and exclusively submit to the jurisdiction of the Circuit Court
of Cabell County, West Virginia and the proper Appellate Courts
of the State of West Virginia, or the United States Bankruptcy or
District Court having jurisdiction over Cabell County, West
Virginia and the proper Appellate Courts of the United States,
over any action or proceeding arising out of or relating to this
Note, any document executed in connection therewith and/or the
conduct of the relationship between Bank and the undersigned in
relation thereto. The undersigned hereby irrevocably agree that
all claims in respect of such action or proceeding may be heard
and determined in such West Virginia State or Federal Court and
waives any and all rights the undersigned may have to contest the
jurisdiction and/or venue of the above mentioned Courts and to
demand any other Court. Provided however, nothing in this
section shall affect the right of the Bank to bring proceedings
against the undersigned in the Courts of any jurisdiction or to
<PAGE>
enforce in any lawful manner a judgment obtained in one
jurisdiction in any other jurisdiction.
XIV. The undersigned jointly and severally waive(s) trial by jury
with respect to any action, claim, suit or proceeding in respect
of or arising out of this Note, any agreements executed in
connection with this Note and/or the conduct of the relationship
between Bank and the undersigned in relation thereto.
XV. The undersigned jointly and severally acknowledge receipt of
a copy of this Note with all applicable blanks filled in before
signing.
XVI. The undersigned reserves the right to prepay this Note
without penalty.
_______________________________
ROBERT L. SHELL, JR.
<PAGE>
BANK ONE, WEST VIRGINIA, NA Commercial
Promissory Note
Note number _________ Date July 20, 1995 Amount $300,000.00
For value received, the receipt of which is hereby acknowledged,
the undersigned, jointly and severally, promise to pay to the
order of BANK ONE, WEST VIRGINIA, NA, a national banking
association hereinafter called "the Bank") at 1000 Fifth Avenue,
Huntington, West Virginia, the principal sum of THREE HUNDRED
THOUSAND DOLLARS ($300,000.00) or so much thereof as may from
time to time be disbursed to, or for the benefit of, the
undersigned, together with interest on the unpaid principal
balance as hereinafter provided from the date hereof until paid
in full and payable on the terms hereinafter set forth. The
Bank's records of disbursements and payments shall be conclusive
as to the outstanding balance.
RATE OF INTEREST AND ITS CALCULATION
The rate of interest on this Note shall be One percent (1.0%) per
annum in excess of the INDEX RATE as it exists from time to time.
"INDEX RATE" means the last rate publicly announced or published
from time to time by Bank One, Columbus, NA, Columbus, Ohio, as
its prime lending rate. If the INDEX RATE is no longer available
or has not been publicly announced or published for a period in
excess of thirty (30) days, then Bank or any subsequent holder
shall have the right at its option to select a replacement INDEX
RATE and adjust the spread which is added to the replacement
INDEX RATE, which replacement INDEX RATE and adjustment will,
taken together, equate to the variable rate of interest provided
by the former INDEX RATE and spread, and upon giving twenty (20)
days prior written notice to the undersigned, interest rate
calculations will thereafter be based on such replacement INDEX
RATE and adjusted spread. If the rate of interest on this Note
is to fluctuate with an INDEX RATE, the rate of interest will be
adjusted to reflect the latest change in the INDEX RATE on the
same day as the INDEX RATE changes.
Interest shall be calculated on the basis of (1) the actual
number of days elapsed as the numerator and (2) the denominator
will be 360. After the principal sum is due, whether by
acceleration or otherwise, at Bank's option the interest rate
will be changed to the higher of (a) the rate most recently
publicly announced or published by Bank One, Columbus, NA,
Columbus, Ohio, as its prime lending rate plus five percent (5%)
per annum or (b) the highest rate at which interest has been
calculated hereunder. In no event will the total of interest and
other loan charges due and payable hereunder exceed the maximum
rate, if any, established by applicable Federal or State law.
<PAGE>
This Note is issued under the provision of a Loan Agreement of
even date herewith (the "Loan Agreement").
TIME AND METHOD OF PAYMENT
Principal and accrued interest thereon is due and payable in
fifty-nine (59) consecutive monthly installments of $4,625.00
each, payable on the ___ day of each month commencing August ___,
1995, and continuing thereafter, and one, final, installment of
the balance of principal and all accrued interest which shall be
due and payable in full on July ___, 2000. If the amount of any
scheduled payment is not sufficient to fully pay accrued
interest, then the payment amount shall be automatically
increased to an amount sufficient to fully pay accrued interest.
XIII. The payment of this Note is secured by the pledge or
deposit of, and/or of the grant of a lien, encumbrance, Mortgage,
Trust Deed and/or security interest which is hereby granted in,
the collateral described in the Loan Agreement.
XIV. All credits, deposits, accounts, or monies of any of the
undersigned and all of the property belonging to or in which the
undersigned now or hereafter has any interest, now or hereafter
in the possession or control of the Bank and the Collateral (if
any) shall be, and be held by the Bank as, security for the
payment of this Note (hereinafter "Obligations").
XV. If any of the undersigned are identified as a corporation
partnership or limited partnership, then the undersigned hereby,
jointly and severally, represent, warrant and certify to the Bank
that any such entity is duly organized and properly acting. If
any of the undersigned is an individual, then the undersigned
hereby jointly and severally represent, warrant and certify to
the Bank that the loan of which this Note is evidence and any
renewals or extensions or modifications thereof is and are
incurred primarily for business purposes, that such loan is for
an activity that is engaged in primarily for the purpose of
generating gross income as that term is defined in West Virginia
Code Section 11-13-1 and the undersigned hereby jointly and
severally further certify, represent and warrant to the Bank that
the loan of which this Note is evidence is not incurred in
connection with any farming or other agricultural activity
engaged in by producer of agricultural commodities, livestock or
other farm products.
XVI. Payments shall, at the option of the Bank, be first applied
to the payment of interest and the balance thereof to principal
reduction. In the event that there is a failure to pay this Note
or any installment of principal or interest hereunder when due
and such failure continues for ten (10) days following written
notice thereof from Bank to the undersigned, the undersigned,
jointly and severally shall pay a late charge of the lesser of
(a) five percent (5%) of said unpaid amount or (b) $250.00.
<PAGE>
XVII. At the option of the Bank, all Obligations including
without limitation the payment of all sums under this Note, shall
become immediately due and payable in full on the tenth (10th)
day following written notice from the Bank to the undersigned of
the occurrence of any of the following events of default, if such
default(s) remain uncured: (a) failure of the undersigned to make
payment when due of the principal or interest of this Note; (b)
the occurrence of an Event of Default under the Loan Agreement
pursuant to which this Note is issued; (c) failure of the
undersigned or any guarantor hereof to comply with any of the
terms and conditions of this Note and/or any obligations of the
undersigned contained in any agreement, security agreement,
Mortgage, Trust Deed, loan agreement, guaranty, or device
securing, evidencing or relating to this Note; (d) death,
dissolution, merger, consolidation or termination of existence of
any of the undersigned or any guarantor; (e) insolvency or
appointment of a receiver for the undersigned or any guarantor or
any property of the undersigned or any guarantor, assignment for
the benefit of creditors or a commencement of any proceeding
under any bankruptcy, reorganization, arrangement, or liquidation
law by or against any of the undersigned or any guarantor, or if
such proceedings are commenced by a creditor and remain
undismissed for thirty (30) days; (f) failure of any of the
undersigned to pay when due any premium on any policy of life or
other insurance pledged hereunder, or held in connection with any
security hereof; (g) the Bank deeming itself insecure and in good
faith believing that the prospect of payment or performance is
impaired; (h) the institution of any garnishment proceedings by
attachment, levy or otherwise against any property of the
undersigned or any guarantor hereof; (i) failure of the
undersigned or any guarantor to furnish the Bank within thirty
(30) days after written request by the Bank, current financial
statements in form satisfactory to the Bank; or (j) any
representation, warranty, statement, report, or application made,
or furnished, by the undersigned or any guarantor proving to have
been false, or erroneous, in any material respect at the time of
the making thereof.
XVIII. No delay or omission on the part of the Bank in
exercising any right hereunder shall operate as a waiver of such
right or of any other right under this Note. A waiver on any one
occasion shall not be construed as a bar to or waiver of any such
right and/or remedy on any future occasion.
XIX. The undersigned and each guarantor of this Note, or the
obligation represented hereby, waive presentment, demand, notice,
protest and all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement of this
Note (except as expressly required herein); and assent to any
extension or postponement of the time of payment or any other
indulgence, and/or to the addition or release of any property
and/or any other party or person primarily or secondarily liable.
The Bank can proceed against anyone liable for repayment without
first proceeding against any other and without first liquidating
<PAGE>
any property given as security.
XX. The undersigned will pay on demand all costs of collection
and attorneys' fees incurred or paid by the Bank in enforcing
this Note when the same has become due, whether by acceleration
or otherwise.
XXI. When the Obligations become due, whether by acceleration or
otherwise, and at any time thereafter, the Bank shall have all of
the remedies provided by law, any agreement or any security
documents including the remedies of a secured party under the
Uniform Commercial Code. Unless any collateral is perishable or
threatens to decline speedily in value or is of a type
customarily sold on a recognized market, the Bank will give the
undersigned reasonable notice of the time and place of any public
sale thereof, or of the time after which any private sale or
other intended disposition is to be made. The requirement of
reasonable notice shall be met if such notice is mailed, postage
prepaid, to the last known address of the undersigned at least
ten days before the time of the sale or disposition.
XXII. When the Obligations become due, whether by
acceleration or otherwise, and at any time thereafter, the Bank
may, at its option, demand, sue for, collect, or make any
compromise or settlement it deems desirable with reference to any
collateral held hereunder. The Bank shall not be bound to take
any steps necessary to preserve any rights in any collateral
against prior parties, inasmuch as the undersigned agree to
assume such responsibility.
XXIII. The undersigned and each guarantor of this Note or the
Obligations represented hereby agree that the Bank may retake
possession of any collateral without prior judicial hearing or
process, and hereby expressly waive any right to such judicial
hearing or process.
XXIV. This Note shall be governed by and construed in
accordance with the laws of the State of West Virginia in all
respects.
XIII. The undersigned hereby jointly and severally, irrevocably
and exclusively submit to the jurisdiction of the Circuit Court
of the Cabell County, West Virginia in which the Bank's main
banking office is situate and the proper Appellate Courts of the
State of West Virginia, or the United States Bankruptcy or
District Court having jurisdiction over Cabell County, West
Virginia and the proper Appellate Courts of the United States,
over any action or proceeding arising out of or relating to this
Note, any document executed in connection therewith and/or the
conduct of the relationship between Bank and the undersigned in
relation thereto. The undersigned hereby irrevocably agree that
all claims in respect of such action or proceeding may be heard
and determined in such West Virginia State or Federal Court and
waives any and all rights the undersigned may have to contest the
<PAGE>
jurisdiction and/or venue of the above mentioned Courts and to
demand any other Court. Provided however, nothing in this
section shall affect the right of the Bank to bring proceedings
against the undersigned in the Courts of any jurisdiction or to
enforce in any lawful manner a judgment obtained in one
jurisdiction in any other jurisdiction.
XIV. The undersigned jointly and severally waive(s) trial by jury
with respect to any action, claim, suit or proceeding in respect
of or arising out of this Note, any agreements executed in
connection with this Note and/or the conduct of the relationship
between Bank and the undersigned in relation thereto.
XV. The undersigned jointly and severally acknowledge receipt of
a copy of this Note with all applicable blanks filled in before
signing.
XVI. The undersigned reserves the right to prepay this Note
without penalty. Any partial prepayments shall not relieve the
undersigned from the obligation to make the regular monthly
payments hereunder.
_______________________________
ROBERT L. SHELL, JR.
<PAGE>
UNREGISTERED OR RESTRICTED STOCK EXHIBIT K
SECURITY AND PLEDGE AGREEMENT
On this 20th day of July, 1995, ROBERT L. SHELL, JR. (hereinafter referred
to, whether one or more, as "Debtor", whether or not such Debtor is the primary
obligor of the obligation secured hereby) c/o Guyan International 5 Nichols
Drive, Barboursville, West Virginia 25504, West Virginia, for value received, in
accordance with the Uniform Commercial Code as adopted in West Virginia hereby
gives and grants to Bank One, West Virginia, NA, a national banking association
(hereinafter referred to as "Secured Party"), having its place of business at
1000 Fifth Avenue, Huntington, West Virginia 25701, a security interest in, and
does further hereby pledge unto Secured Party, the property described below as
Pledged Property (hereinafter referred to as "Pledged Property").
1. Pledged Property. The Pledged Property which is hereby pledged and in
which a security interest is hereby granted is hereafter described and includes
all additions, increases, accessions, proceeds, replacements and substitutions
thereto or therefor, all income, interest, dividends (whether cash or stock),
any other distributions thereon and proceeds thereof, and any other property to
which the Debtor may become entitled by reason of the ownership of the Pledged
Property, all of which shall be forthwith delivered to the Secured Party and all
other property or securities of Debtor at any time coming into possession of
Security Party, as additional security for the discharge of the obligations
hereby secured: 27,000 shares of the $10 par value common capital stock of
Abigail Adams National Bancorp, Inc., a Delaware Corporation (the "Company")
represented by certificate number(s): _______________, together with all shares
of the Company hereafter acquired by Debtor with proceeds of the Obligation
secured hereby.
2. Obligations Secured. The security interest and pledge is given to
secure:
(a) The payment of the principal and interest on and all obligations
under a note (hereinafter referred to as the "First Note"), dated July, 1995 of
ROBERT L. SHELL, JR. (hereinafter referred to sometimes as "Borrower") payable
to the order of Secured Party, in the principal sum of Three Hundred Thousand
Dollars ($300,000.00), or such principal amount as may be outstanding from time
to time, and any and all renewals and extensions of the First Note, however
changed in form, manner or amount, and all reasonable costs, expenses, advances
and liabilities which may be made or incurred by Secured Party in the
disbursement, administration and collection of the loan evidenced by the First
Note and in the protection, maintenance and liquidation of the security interest
and pledge hereby granted, including reasonable attorneys' fees and with
interest on such costs and expenses at the same rate as provided in the Note.
This pledge and security agreement also secures and covers: See Exhibit B
attached hereto and incorporated herein. All of the above-described are to be
hereinafter collectively referred to as "Obligations".
3. Representations, Warranties and Covenants of Debtor. All covenants,
representations, warranties, requirements and agreements set out or described in
the Note, any loan agreement, or any other agreement pertaining to the loan
evidenced by the Note are hereby incorporated by reference. Additionally,
Debtor covenants, represents, warrants and agrees that:
(a) The Pledged Property shall be held by Secured Party at its place
of business at 1000 Fifth Avenue, Huntington, West Virginia. Secured Party as
pledgee shall have no duty, liability or responsibility whatsoever as to the
Pledged Property beyond the safe custody thereof. Without in any way limiting
the generality of the foregoing, the Secured Party shall not be responsible for
any decline in the value of the Pledged Property held by Secured Party whether
due to market conditions or otherwise;
(b) There are no restrictions upon the transfer of any of the Pledged
Property, other than are referenced on the face of the certificate or as imposed
by applicable provisions of federal and state securities laws and regulations;
(c) The Pledged Property is issued and registered in the name of
Debtor as the legal and beneficial owner thereof. Debtor has been the
beneficial owner of the Pledged Property represented by the Certificate
number(s) identified above, and the Pledged Property is duly authorized, validly
issued and fully paid and nonassessable, with no personal liability attaching to
the ownership thereof;
(d) The Pledged Property is free and clear of any security interest,
pledges, liens, encumbrances, charges, agreements, claims or other arrangements
or restrictions of any kind, except as referenced in (b) above; the purchase
price of the Pledged Property represented by said Certificate number(s)
identified above is paid in full; and Debtor will not incur, create, assume or
permit to exist any other pledge, security interest, lien, charge or other
encumbrance of any nature whatsoever on any of the Pledged Property or assign,
pledge or otherwise encumber any right to receive income from the Pledged
Property;
(e) Debtor has the right to transfer such Pledged Property free of
any encumbrances and without obtaining the consent of any other person and
Debtor will defend its title to the Pledged Property against the claims of all
persons and that any registration with, or consent or approval of, or other
action by, any federal, state or other governmental authority
<PAGE>
or regulatory body which was or is necessary for the validity of the pledge of,
and grant of the security interest in, the Pledged Property has been obtained;
and
(f) The pledge of, and grant of the security interest in, the Pledged
Property is effective to vest in the Secured Party a valid and perfected pledge
and security interest, superior to the rights of any other person in and to the
Pledged Property as set forth herein. Simultaneously with the execution of this
Agreement, Debtor is delivering to the secured party the certificates of Pledged
Property identified above registered in the name of Debtor, accompanied by
proper instruments of assignment (stock power) executed by the Debtor so that
the same shall be transferrable on the books of the Company upon presentation by
the Secured Party, and from time to time hereafter the Debtor shall at Debtor's
expense cause all certificates, documents and other instruments, evidencing,
representing or otherwise comprising the Pledged Property to be similarly
delivered accompanied by proper instruments of assignment and registered
immediately upon any of the same becoming part of the Pledged Property.
(g) Debtor will join with Secured Party in executing one or more
financing statements, security agreements, or other instruments pursuant to the
Uniform Commercial Code, as enacted in West Virginia unless the law of some
jurisdiction other than in the United States of America is applicable, in which
event the required documentation will be in accordance with the law of such
jurisdiction in form reasonably satisfactory to Secured Party and will pay the
cost of filing the same in all public offices wherever filing is deemed
reasonably necessary or desired by Secured Party, or wherever reasonably
requested by Secured Party.
<PAGE>
PAGE TWO
(h) At its option, Secured Party may discharge taxes, liens, or
security interests or other encumbrances at any time levied or placed on the
Pledged Property. Debtor agrees to reimburse Secured Party on demand for any
payment reasonably made, or any expense reasonably incurred by Secured Party
pursuant to the foregoing authorization, and if not paid upon demand, interest
at the rate prescribed in the Note shall be charged on such costs.
(i) Debtor has delivered contemporaneously with the execution of this
Security and Pledge Agreement Debtor's executed power of attorney ("Power of
Attorney"), substantially in the form attached hereto as Exhibit A, pursuant to
which Debtor grants to Secured Party the power and authority on behalf of Debtor
to complete, execute, and file with the United States Securities and Exchange
Commission one or more notices of the proposed sale of securities constituting
Pledged Property pursuant to Rule 144 under the Securities Act of 1933.
(j) Debtor shall furnish to Secured Party:
(i) Within forty-five (45) days after the end of each fiscal
quarter of Company, a copy of Company's Form 10-Q that Company is
required to file with the Securities and Exchange Commission with
respect to said fiscal quarter; and
(ii) Within 90 days after the end of each fiscal year of Company,
a copy of Company's Form 10-K that Company is required to file
with the Securities and Exchange Commission with respect to said
fiscal year, which Form 10-K shall contain a copy of Company's
annual, unqualified, audited, consolidated balance sheet and
statements of income, retained earnings, capital surplus and
capital stock, as of the end of each fiscal year, prepared by
independent public accountants in accordance with generally
accepted accounting principals consistently applied; and
(iii) Such other financial information concerning the Company
as Secured Party may request and which Debtor is entitled to
receive or obtain.
(k) Debtor shall immediately advise Secured Party of any sale or
sales of the shares of Company (not covered by this agreement, if any) by Debtor
or by any other person whose sales of securities of the Company are required by
Rule 144 of the Securities and Exchange Commission to be aggregated with
Debtor's sales, and shall furnish or cause to be furnished, to Secured Party
promptly a copy of any Form 144 filed in respect of any such sale or sales. In
addition, if Debtor or any such person files with the United States Securities
and Exchange Commission a form or other document reporting a change in Debtor's
beneficial ownership of Company's common stock, Debtor shall cause a copy
promptly to be forwarded to Secured Party. Notwithstanding the above, Debtor is
not obligated to advise Secured Party of such sales when Debtor is not aware of
the sales nor to provide Secured Party with a copy of any form of which Debtor
is unaware or that is not reasonably available to Debtor.
(l) Debtor hereby covenants and agrees to use Debtor's best efforts
to cause the Pledged Property to be freely marketable at public auction should
such become necessary, and will accordingly, without limiting the scope of the
foregoing undertaking, use Debtor's best efforts to ensure the availability to
Secured Party of sales pursuant to Rule 144 of the Securities and Exchange
Commissions, or in the alternative, to cause the Company to file a registration
statement with the Securities and Exchange Commission and any applicable
securities administrators with respect to the Pledged Property.
(m) Debtor shall from time to time either (i) pledge and assign to
Secured Party a security interest in such number of shares of stock of the
Company (in addition to the Pledged Property pledged contemporaneously with the
execution of this Security and Pledge Agreement) as Secured Party shall
determine in its reasonable discretion are necessary to insure that the amount
of the Obligations secured hereby does not at any time exceed the maximum loan
value of all Pledged Property hereunder, within the meaning of Regulation U of
the Board of Governors of the Federal Reserve System, if applicable, or (ii) in
the sole discretion of Secured Party, should Secured Party so elect and request,
prepay the Obligations, within ten (10) days after request of Secured Party, in
an amount as Secured Party shall determine in its reasonable discretion is
necessary to insure that the amount of the Obligations secured hereby does not
at any time exceed the maximum loan value of all Pledged Property hereunder,
within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System, if applicable. The certificate for any and all such shares so
delivered shall be delivered to Secured Party promptly upon request therefor by
Secured Party, duly endorsed in blank (or accompanied by executed stock powers),
with all signatures guaranteed. All such shares, from the date of such
delivery, shall be deemed to be a part of the Pledged Property for the
Obligations, and shall be subject to all of the terms and conditions hereof, and
Debtor agrees to execute and deliver all such amendments to the Security and
Pledge Agreement or other security agreements or instruments as Secured Party
may request for the purpose of further evidencing or assuring Secured Party's
security interest therein.
(o) The Pledged Property represents 9.5% of the issued and
outstanding shares of voting stock of the company and represents all of the
issued and outstanding shares of voting stock of the Company owned by Debtor.
All of
<PAGE>
the issued shares of the Company are fully registered in the State of West
Virginia or are exempt from registration in the State of West Virginia and none
of such shares have been issued in violation of any applicable federal or state
securities laws.
4. Default. The occurrence of any of the following events shall
constitute an Event of Default hereunder:
(a) The default by Debtor under any of the Obligations secured
hereby;
(b) The default in the due observance of any covenants or agreement
to be kept and performed by Debtor under this Security and Pledge
Agreement or of any instrument, document or agreement pertaining to
any of the Obligations;
(c) The death or insolvency of Debtor;
(d) A general assignment by Debtor for the benefit of creditors; or
(e) The filing by or against Debtor of a petition in bankruptcy, for
a reorganization or an arrangement, or for a receiver, trustee or
similar creditors' representative for the property or assets of Debtor
or any part thereof, or any other proceeding under any federal or
state insolvency law and such proceeding is not stayed or dismissed
within 30 days after the commencement.
<PAGE>
PAGE THREE
5. Remedies Upon Default. Upon any Event of Default hereunder:
(a) Thereupon, or any time thereafter, Secured Party, at its option,
may upon 10 days written notice to Debtor declare all of the Obligations to be
immediately due and payable without demand or notice to Debtor, and shall have
the remedies or a secured party under the laws of the State of West Virginia,
including, without limitation thereto, the right to forthwith exercise all
rights of ownership of the Pledged Property, including, without limitation, the
right to receive all dividends, interest and other amounts declared on, and sell
or otherwise dispose of the Pledged Property according to law or at its option
to retain the Pledged Property in partial satisfaction of the Obligations.
The Secured Party shall be authorized at any such sale (if it deems it
advisable to do so) to restrict the prospective bidders or purchasers to persons
who will represent and agree that they are purchasing the Pledged Property for
their own account in compliance with any applicable exemption available under
the Securities Act of 1933. The Secured Party will not be obligated to make any
sale if it determines not to do so, regardless of the fact that notice of the
sale may have been given.
Debtor recognizes that Secured Party may be unable to effect public
sale of all or a portion of the Pledged Property by reason of certain
prohibitions contained in the Securities Act of 1933, but may be compelled to
resort to one or more private sales to a restricted group of purchasers who will
be obliged to agree, among other things, to acquire such Pledged Property for
their own account for investment and not with a view to resale thereof. The
Debtor agrees that private sales may be at prices and on other terms less
favorable to the Debtor than if such Pledged Property was sold at public sale
and that Secured Party has no obligation to delay sale of any such Pledged
Property for the period of time necessary to permit Company, even if Company
would agree, to register such Pledged Property for public sale under the
Securities Act of 1933. The Debtor agrees that private sales made under the
foregoing circumstances, or any other disposition by Secured Party of the
Pledged Property, shall be deemed to have been made in a commercially reasonable
manner under the Uniform Commercial Code as adopted in the State of West
Virginia.
(b) All reasonable costs and expenses of Secured Party in holding,
preparing for sale and selling or otherwise realizing upon any Pledged Property
in an Event of Default by Debtor, including court costs and reasonable
attorneys' fees and legal expenses, allowed by law, shall constitute additional
indebtedness of the Debtor which Debtor promises to pay on demand and which
shall be entitled to the benefit of and be secured by said security interest and
as to which interest shall accrue at the same rate as provided in the Note,
provided however that in no event will the total of interest and other charges
due hereunder exceed the maximum rate, if any, established by applicable law.
(c) The Secured Party shall have the right to apply the proceeds of
any disposition of the Pledged Property to the payment of the Obligations in
such order of application as the Secured Party may, in its sole discretion,
elect. Any deficiency will be paid to the Secured Party forthwith upon demand,
and any surplus will be paid to the Debtor or to whomsoever may be lawfully
entitled to receive the same or as a court of competition jurisdiction may
direct if the Debtor is not indebted to the Secured Party under any other
Obligation.
(d) The rights, options and remedies of the Secured Party shall be
cumulative and no failure or delay by the Secured Party in exercising any right,
option or remedy shall be deemed a waiver thereof or of any other right, option
or remedy, or wavier of any Event of Default hereunder.
(e) To the extent that any of the Debtor's Obligations to the Secured
Party are now or hereafter secured by property other than the Pledged Property
or by the guaranty, endorsement or property of any other person, firm,
corporation or other entity, then the Secured Party shall have the right to
proceed against such other property, guaranty, or endorsement upon any Event of
Default, and the Secured Party shall have the right in its sole discretion to
determine which rights, security, liens, security interests or remedies the
Secured Party shall at any time pursue, relinquish, subordinate, modify or take
any other action with respect thereto, without in any way modifying or affecting
any of them or any of the Secured Party's rights hereunder.
(f) The Debtor agrees, to the extent it may lawfully do so, that it
will not at any time in any manner whatsoever claim, or take the benefit or
advantage of, any appraisement, valuation, stay, extension, moratorium, turnover
or redemption law or any law permitting it to direct the order in which the
Pledged Property shall be applied or sold, now or at any time hereafter in
force, which may delay, prevent or otherwise affect the performance or
enforcement of this Agreement, and the Debtor hereby waives all benefits or
advantage of all such laws, and covenants that Debtor will not hinder, delay or
impede the execution of any power granted to the Secured Party in this Agreement
but will suffer and permit the execution of every such power as though no such
law were in force; provided that nothing contained in this Section shall be
construed as a waiver of any rights of the Debtor under any applicable federal
bankruptcy law.
(g) The Debtor, to the extent it may lawfully do so, on behalf of
Debtor and all who may claim through or under Debtor, including, without
limitation any and all subsequent creditors, vendees, assignees and lienholders,
waives and
<PAGE>
releases all rights to demand or to have any marshalling of the Pledged Property
upon any sale, whether made under any power of sale granted herein or pursuant
to judicial proceedings or upon any foreclosure or any enforcement of this
Agreement, and consents and agrees that all the Pledged Property may at any such
sale be offered and sold as an entirety.
6. Voting Rights and Transfer. Prior to the occurrence of any Event of
Default, Debtor will have the right to exercise all voting rights with respect
to the Pledged Property. At any time after the occurrence of any such Event of
Default, the Secured Party may transfer any or all of the Pledged Property into
its name or that of its nominee and may exercise all voting rights with respect
to the Pledged Property, but no such transfer shall constitute a taking of such
Pledged Property in satisfaction of any or all of the indebtedness, liabilities
or Obligations secured hereby unless the Secured Party expressly so indicates by
letter mailed or delivered to Debtor.
<PAGE>
PAGE FOUR
7. Dividends.
(a) Subject to the rights of the Secured Party pursuant to paragraph
4, above, Debtor will have the right to receive all cash dividends declared and
paid on the Pledged Property prior to the occurrence of any Event of Default
under paragraph 5, above.
(b) In the event any additional shares are issued to Debtor as a
stock dividend on any of the Pledged Property, as a result of any split of any
of the Pledged Property, or by reclassification, merger, consolidation or
otherwise, such additional shares will be immediately delivered to Secured Party
and will be subject to this agreement and a part of the Pledged Property to the
same extent as the original Pledged Property.
8. Return of Pledged Property. Secured Party agrees that, upon payment
in full of the Obligations, it shall cause the Pledged Property to immediately
be delivered to Debtor free and clear of this Agreement and any and all liens
created hereby.
9. Reimbursement of the Secured Party.
(a) Debtor agrees to indemnify and hold harmless the Secured Party
(to the full extent permitted by law) from and against any and all claims,
demands, losses, judgments and liabilities (including liabilities for penalties)
of whatever nature, and to reimburse the Secured Party for all costs and
expenses, including legal fees and disbursements, growing out of or resulting
from the Pledged Property, this Security and Pledge Agreement or the
administration and enforcement or exercise of any right or remedy granted to the
Secured Party hereunder. In no event shall the Secured Party be liable to
Debtor for any matter or thing in connection with this Security and Pledge
Agreement other than to account for moneys actually received by it in accordance
with the terms hereof.
(b) If Debtor fails to do any act or thing which it has covenanted to
do hereunder or any representation or warranty of Debtor hereunder shall be
breached, the Secured Party may (but shall not be obligated to) do the same or
cause it to be done or remedy any such breach and there shall be added to the
indebtedness secured hereby, the cost of expense incurred by the Secured Party
in so doing, and any and all amounts expended by the Secured Party in taking any
such action shall be repayable to it upon its demand to Debtor therefor and
shall bear interest at the rate of the Note from the date advanced to the day of
repayment, provided however that in no event will the total of interest and
other charges due hereunder exceed the maximum rate, if any, established by
applicable law.
(c) All indemnities contained in this paragraph shall survive the
termination of this Security and Pledge Agreement.
10. Representations and Warranties to Survive. All representations,
warranties, covenants and agreements made by Debtor herein or in any document
delivered pursuant to the terms of this Security and Pledge Agreement shall
survive the execution and delivery of this Security and Pledge Agreement without
limitation as to time and amount.
11. Notices. Any notice to Debtor shall be sufficiently given when mailed
to Debtor's address last known to Secured Party.
12. Waiver. No waiver by Secured Party of any default shall be effective
unless in writing nor operate as a waiver of any other default or of the same
default on a future occasion.
13. All rights of Secured Party hereunder shall inure to the benefit of
the successors and assigns of Secured Party; and the obligations of Debtor shall
bind the personal representatives, heirs, successors and assigns of Debtor.
This Agreement shall take effect when signed by Debtor.
14. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of West Virginia.
15. Jurisdiction. The undersigned Debtor hereby jointly and severally,
irrevocably and exclusively submit to the jurisdiction of the Circuit Court of
the County in West Virginian in which the Secured Party's main banking office is
situate and the proper Appellate Courts of the State of West Virginia, or the
United States Bankruptcy or District Court having jurisdiction over the county
in which the Secured Party's main banking office is situate and the proper
Appellate Courts of the United States, over any action or proceeding arising out
of or relating to the Obligations, this Agreement, any document executed in
connection therewith and/or the conduct of the relationship between the Secured
Party and the undersigned Debtor in relation thereto. The undersigned Debtor
hereby irrevocably agree that all claims in respect of such action or proceeding
may be heard and determined in such West Virginia State or Federal Court and
waive any and all rights the undersigned Debtor may have to contest the
jurisdiction and/or venue of the above mentioned Courts and to demand any other
Court. Provided however, nothing in this section shall affect the right of the
Secured Party to bring proceedings against the undersigned Debtor in the Courts
of any jurisdiction or to enforce in any lawful manner a judgment obtained in
one jurisdiction in any other jurisdiction.
<PAGE>
16. Waiver of Jury Trial. The undersigned Debtor jointly and severally
waive(s) trial by jury with respect to any action, claim, suit or proceeding in
respect of or arising out of the Obligations, this Agreement, any agreements
executed in connection herewith and/or the conduct of the relationship between
Secured Party and the undersigned in relation thereto.
WITNESS the following signature and seal of any individual as of the day
and year first above written, and IN WITNESS WHEREOF, any corporate party has
caused this Agreement to be duly executed and delivered and its seal to be
affixed and attested by its proper and duly authorized officer as of the day and
year first above written.
<PAGE>
PAGE FIVE
________________________________________
Robert L. Shell, Jr.
STATE OF WEST VIRGINIA,
COUNTY OF CABELL, TO-WIT:
The foregoing instrument was acknowledged before me this _____ day of July,
1995, by Robert L. Shell, Jr.
My commission expires ________________________________________.
________________________________________
Notary Public
<PAGE>
EXHIBIT "A"
POWER OF ATTORNEY
Know all men by these presents that I, Robert L. Shell, Jr., the
undersigned, do hereby make, constitute and appoint Bank One, West Virginia, NA
("Secured Party") my true and lawful attorney in fact for me, in my name, place,
and stead, on my behalf and for my use and benefit:
1. To complete, execute, and file with the United States Securities and
Exchange Commission one or more notices of the proposed sale of securities
pursuant to Rule 144 under the Securities Act of 1933. I grant to said attorney
in fact full power and authority to do, take, and perform all and every act and
thing that is requisite, proper, or necessary to be done in the exercise of the
rights and powers herein granted, as fully to all intents and purposes as I
might, or could, do if personally present.
2. This Power of Attorney is issued pursuant to that certain Security and
Pledge Agreement dated July, 1995, between the undersigned and Secured Party
("Agreement"). The rights, powers, and authority herein granted to the attorney
in fact shall commence and be in full force and effect on this _____ day of
July, 1995, and remain in full force and effect and shall no be rescinded,
revoked, terminated, amended, or otherwise modified until all Obligations of the
undersigned, as defined in the Agreement, have been fully satisfied.
In the event of my subsequent disability of incompetence, this power of
attorney shall not be affected or terminated. IN WITNESS WHEREOF, the
undersigned has executed this Power of Attorney on this _____ day of July, 1995.
___________________________________
Robert L. Shell, Jr.
STATE OF WEST VIRGINIA,
COUNTY OF CABELL, TO WIT:
The foregoing instrument was acknowledged before me this _____ day of July,
1995, by Robert L. Shell, Jr.
My Commission expires: ________________________________________.
(SEAL) _____________________________________________
NOTARY PUBLIC
<PAGE>
EXHIBIT B TO
UNREGISTERED OR RESTRICTED STOCK
SECURITY AND PLEDGE AGREEMENT
BETWEEN ROBERT L. SHELL, JR. AND
BANK ONE, WEST VIRGINIA, NA
2. (b) The payment of the principal and interest on and all obligations
under a note (hereinafter referred to as the "Second Note"), dated July _____,
1995, of Robert L. Shell, Jr. payable to the order of Secured Party, in the
principal sum of Three Hundred Thousand Dollars ($300,000.00), or such principal
amount as may be outstanding from time to time, and any and all renewals and
extensions of the Second Note, however changed in form, manner or amount, and
all reasonable costs, expenses, advances and liabilities which may be made or
incurred by Secured Party. The First Note and Second Note are in this Agreement
collectively referred to as the "Note". The Note and this Security and Pledge
Agreement are issued pursuant to a Loan Agreement (the "Loan Agreement") of even
date herewith between the Debtor and the Secured Party. The First Note is
referred to as Note #1 the Loan Agreement and the Second Note is referred to as
Note #2 in said Loan Agreement.
<PAGE>
IRREVOCABLE STOCK OR BOND POWER
FOR VALUE RECEIVED, the undersigned does (do) hereby sell, assign and transfer
to Bank One, West Virginia, NA
________________________________________________________________________________
If stock, [27,000 shares of the $10 par value common
complete [stock of Abigail Adams National Bancorp, Inc.
this [________
portion [Certificate(s) No. ________
[Standing in the name of the undersigned on the books of said
[company.
If bond, [Bond(s) of ________
complete [in the principal amount of $________
this [Serial No(s).________
portion [Standing in the name of the undersigned on the books of said
[company.
The undersigned does (do) hereby jointly and severally,
irrevocably constitute and appoint Bank One, West Virginia, NA, its successors
or assigns, as the undersigned's attorney to transfer the said stock or bond,
as the case may be, on the books of said company, with full power of
substitution in the premises. The power is given to the holder hereof to fill
in any and all banks in this instrument. The Bank is authorized to make
photocopies of this agreement as frequently and in such quantity as Bank shall
deem appropriate. Each photocopy shall have the same force and effect as an
original.
Signature guaranteed: _____________________________________(SEAL)
Owner (as name appears on stock or bond)
Robert L. Shell, Jr.
______________________________
_____________________________________(SEAL)
Owner (as name appears on stock or bond)
Date:_________________________________
<PAGE>
LIMITED PRICE PUT OPTION EXHIBIT L
This Limited Price Put Option, dated July 20, 1995, entered into by and
between Marshall T. Reynolds (the "Writer") and Bank One, West Virginia, NA, a
national banking association ("Bank").
W I T N E S S E T H:
WHEREAS, Bank is: (a) the owner and holder of a certain promissory note
dated July 20, 1995, in original principal amount of $300,000.00 executed by
Robert L. Shell, Jr. ("Borrower") and a certain promissory note dated July 20,
1995, in original principal amount of $300,000.00 executed by Borrower (both
said notes being hereinafter collectively referred to as the "Notes" and
individually as a "Note"); and (b) secured party under a certain security and
pledge agreement securing the Notes dated July 20, 1995 executed by Borrower as
debtor (the "Security Agreement"); and (c) beneficiary of a deed of trust from
Borrower as grantor to Thomas H. Gilpin and Christopher J. Plybon, trustees (the
"Deed of Trust"), securing the Notes; and
WHEREAS, the proceeds of the loans represented by the Notes have been or
will be utilized by Borrower in part for the purpose of acquiring 27,000 shares
of the common stock of Abigail Adams National Bancorp, Inc., a Delaware
corporation and bank holding company ("Bancorp Shares"), at a purchase price of
$17.00 per share; and
WHEREAS, a condition to the Bank's acceptance of the Notes and making the
loans represented thereby is the execution and delivery of this Limited Price
Put Option (the "Option"); and
<PAGE>
NOW, THEREFORE, witnesseth that for and in consideration of the foregoing
premises, which are not mere recitals, but are an integral part hereof, the
covenants and agreements herein contained and other good and valuable
consideration, the receipt of all of which is hereby acknowledged, the Writer
hereby agrees with Bank as follows:
1. GRANT OF OPTION. Upon and subject to the conditions of this Option
hereinafter set forth, the Bank may from time to time deliver to the Writer
hereof, and Writer shall purchase, such number of Bancorp Shares not to exceed
27,000, at a price of $17.00 per share (the "Strike Price"), with the aggregate
Strike Price not to exceed the sum of $459,000, sufficient (insofar as possible,
subject to the foregoing limitations) to reduce the aggregate principal balance
outstanding and unpaid but accrued interest on both Notes to $100,000.
2. EXERCISE. This Option may be exercised only upon and following the
occurrence of any Event of Default under any of the Notes, Security Agreement or
Deed of Trust.
3. EXPIRATION. This Option shall terminate automatically upon the
earlier to occur of (a) reduction of the amount of aggregate principal balance
outstanding and unpaid but accrued interest on both Notes to $100,000 or (b) the
payment and satisfaction in full of both Notes.
4. PRESENTMENT. This Option must be presented to the Writer before the
time of its expiration in order to exercise this Option or to require the
purchase herein contemplated.
2
<PAGE>
5. CONDITIONS. This Option is subject to the following additional terms
and conditions hereinafter set forth:
(a) In the event of stock splits, reverse splits or other similar
actions by Abigail Adams National Bancorp, Inc. with respect to
the Bancorp Shares, this Option shall become an Option for the
equivalent in new securities, and the total Strike Price shall
not be reduced.
(b) Written notice of exercise must be accompanied by delivery of
certificates for the Bancorp Shares free and clear of all liens
and encumbrances, properly endorsed and guaranteed in order to
transfer title, free and clear, to the Writer.
/s/ Marshall T. Reynolds
------------------------
MARSHALL T. REYNOLDS
<PAGE>
July 20, 1995 EXHIBIT M
We, Robert H. and Barbara W. Beymer, promise to pay to the order of Jill B.
Stevens the amount of $100,000.00 (One Hundred Thousand and 00/100) at the New
York Prime rate of interest due and payable in one year from the date of the
note.
/s/ Robert H. Beymer
-----------------------------------
/s/ Barbara W. Beymer
-----------------------------------
<PAGE>
July 20, 1995
We, Robert H. and Barbara W. Beymer, promise to pay to the order of Bryan L.
Beymer the amount of $100,000.00 (One Hundred Thousand and 00/100) at the New
York Prime rate of interest due and payable in one year from the date of the
note.
/s/ Robert H. Beymer
-----------------------------------
/s/ Barbara W. Beymer
-----------------------------------
<PAGE>
EXHIBIT N
COMMERCIAL PROMISSORY NOTE
Date July 10, 1995 Amount $400,000.00
For value received, the receipt of which is hereby acknowledged, the
undersigned makers, jointly and severally, promise to pay to the order of First
National Bank in Ronceverte (hereinafter called "the Bank") at P.O. Box 457,
Ronceverte, West Virginia, the principal sum of Four Hundred Thousand & 00/100
DOLLARS ($400,000.00)or, /X/ this is a revolving promissory note or a note
evidencing multiple advances (including an advance or advances to be made under
a letter of credit), then so much thereof as may from time to time be disbursed
to, or for the benefit of, the undersigned, together with interest on the
unpaid principal balance as hereinafter provided from the date hereof until
paid in full and payable on the terms hereinafter set forth. The Bank's
records of disbursements and payments shall be conclusive as to the outstanding
balance.
RATE OF INTEREST AND ITS CALCULATION:
/ / _______________ percent (________%) per annum.
/X/ One percent (1.00%) per annum in excess of the INDEX RATE as its exists
from time to time.
"INDEX RATE" means:
The last rate publicly announced, or published from time to time, by Wall
Street Journal as its prime lending rate.
/ / _________________________ as its exists from time to time.
/ / _________________________.
If the INDEX RATE is no longer available or has not been publicly announced or
published for a period in excess of thirty (30) days, then Bank or any
subsequent holder shall have the right at its option to select a replacement
INDEX RATE and adjust the spread which is added to the replacement INDEX RATE
and upon giving twenty (20) days prior written notice to the undersigned,
interest rate calculations will thereafter be based on such replacement INDEX
RATE and adjusted spread.
IF THE RATE OF INTEREST ON THIS NOTE IS TO FLUCTUATE WITH AN INDEX RATE, THE
RATE OF INTEREST WILL BE ADJUSTED TO REFLECT THE LATEST CHANGE IN THE INDEX
RATE:
/X/ on the same day as the INDEX RATE changes.
/ / on the first day of each month following the month in which the INDEX RATE
changes.
/ / _________________________.
<PAGE>
/X/ Unless the preceding checkbox is marked, Interest shall be calculated on
the basis of (1) the actual number of days elapsed as the numerator and
(2) the denominator will be the actual number of days in the year (365 or
366); If checkbox is marked, the denominator will be 360. After the
principal sum is due, whether by acceleration or otherwise, at Bank's
option the interest rate will be changed to the higher of (a) the rate
most recently publicly announced or published by Wall Street Journal as it
prime lending rate plus five percent (5%) per annum or (b) the highest
rate at which interest has been calculated hereunder. In no event will
the total of interest and other loan charges due and payable hereunder
exceed the maximum rate, if any, established by applicable Federal or
State law.
TIME AND METHOD OF PAYMENT:
/ / PRINCIPAL AND INTEREST PAYABLE ON DATE CERTAIN The principal balance is
due and payable on _______________.
Interest is due and payable / / at maturity or / / beginning
_______________, 19____, and _______________ thereafter until the
principal balance is paid in full.
/X/ PRINCIPAL BALANCE ON DEMAND, INTEREST PAYABLE PERIODICALLY Principal is
due and payable on demand.
Interest is due and payable beginning September 15, 1995 and quarterly
thereafter until demand is made for payment of principal, at which time
principal and any unpaid interest shall be immediately due and payable.
/ / PRINCIPAL AND INTEREST PAYABLE PERIODICALLY Principal and accrued
interest thereon is due in installment payments as hereinafter provided:
/ / Payment includes both principal and interest: In ________
consecutive ________ installments of principal and interest in
the amount of $________ each, payable on the ________ day of
each ________ beginning ________, 19____, and continuing
thereafter until principal and interest is paid in full, except
that any unpaid principal balance plus unpaid interest is due
and payable on _______________, 19___. If the amount of any
scheduled payment is not sufficient to fully pay accrued
interest, then the payment amount shall be automatically
increased to an amount sufficient to fully pay accrued interest.
Interest accruing prior to the period covered by the first
installment shall be payable _______________.
/ / Payment amount is principal only with interest separately
payable _______________, beginning _______________, 19____.
Principal is repayable in ________ consecutive ________
installments in the amount of $________, beginning
_______________, 19____. Any unpaid principal balance plus
unpaid interest is due and payable on _______________, 19____.
THIS NOTE:
/ / is issued under the provision of a loan agreement dated
_______________.
/X/ is not issued under a separate loan agreement and this note
shall be deemed to constitute a loan agreement.
<PAGE>
THE PAYMENT OF THIS NOTE IS:
/ / Unsecured
/X/ Secured by the pledge or deposit of, and/or of the grant of a
lien, encumbrance, Mortgage, Trust Deed and/or security interest
which is hereby granted in the following property (the
"Collateral"): Various unlisted bank stocks as described in
detail in the "Security Agreement".
The undersigned Maker(s) jointly and severally acknowledge receipt of
a copy of this Note with all applicable checkboxes marked and all applicable
blanks filled in before signing.
THE COVENANTS, TERMS, AND CONDITIONS ON THE REVERSE SIDE HEREOF ARE
EXPRESSLY MADE A PART OF THIS NOTE.
<TABLE>
<S> <C> <C>
Address: 214 North Blvd. West ###-##-#### _________________________
Huntington, WV 25701 Social Security or Tax ID# Robert H. Beymer
Address: ____________________ ###-##-#### _________________________
____________________ Social Security or Tax ID# Barbara W. Beymer
Cosigner Address:_____________ _______________ By:________________
______________________________ Cosigner Its:_______________
Note Number:__________________ Loan Officer L. Thomas Bulla FRB_______________
</TABLE>
<PAGE>
STOCK OR BOND PLEDGE AND SECURITY AGREEMENT EXHIBIT O
For Value Received the undersigned, jointly and severally, hereby deposits
with First National Bank in Ronceverte (hereinafter "Bank") the following stocks
and/or bonds together with executed instrument(s) of assignment and transfer
(irrevocable stock or bond power(s)) and pledges the same and gives and grants
to Bank a security interest therein:
If stock, ** Shares of ** See back of page**
complete Represented by Certificate Number(s):________
this ________ Shares of ________
portion Represented by Certificate Number(s):________
If bond, Bond(s) of ________
complete In the principal amount of $________,
this Serial Number(s) ________
portion Bond(s) of ________
In the principal amount of $________,
Serial Number(s) ________
Together with any substitution or replacement therefor or additions
thereto, together with any payments, interest, cash dividends, stock rights,
rights to subscribe, stock dividends, liquidating dividends, and any other
property to which the undersigned may become entitled by reason of the ownership
of same during the time any Obligations as hereinafter described are
outstanding, which shall forthwith be delivered to Bank to be held as additional
security for the Obligations as hereinafter described and together further with
all proceeds of the foregoing.
To secure the payment of the principal and interest on and all obligations
under a note (hereinafter referred to as the "Note"), dated July 10, 1995, of
Barbara W. Beymer and Robert Beymer (hereinafter referred to sometimes as
"Borrower") payable to the order of Bank, in the principal sum of Four Hundred
Thousand & 00/100 Dollars ($400,000.00), or such principal amount as may be
outstanding from time to time, and any and all renewals and extensions of the
Note, however changed in form, manner or amount, and all reasonable costs,
expenses, advances and liabilities which may be made or incurred by Secured
Party in the disbursement, administration and collection of the loan evidenced
by the Note and in the protection, maintenance and liquidation of the security
interest and pledge hereby granted, including reasonable attorneys' fees and
with interest on such costs and expenses at the same rate as provided in the
Note. This pledge and security agreement also secures and covers:
/x/ The payment of the principal and interest on all other indebtedness,
liabilities and obligations of any of the undersigned and/or Borrower to the
Secured Party, of every kind and description, direct or indirect, absolute or
contingent, joint or several, whether as drawer, maker, endorser, guaranty or
surety or otherwise, whether due or to become due and whether now existing or
hereafter arising or contracted except for obligations arising from consumer
sales, leases, loans or transactions as defined by applicable state or federal
law.
/ / The following obligations _________________________.
<PAGE>
All of the above-described are to be hereinafter collectively referred to
as "Obligations".
Bank shall not be responsible for any decline in the value of the stocks
and bonds held by it whether due to market conditions or otherwise. If there is
a material decline in the value of the stocks and/or bonds deposited with Bank,
Bank may require the undersigned and the undersigned agrees to deliver to Bank
additional collateral with a value sufficient in the judgment of Bank to offset
the decline.
If Bank incurs any expense in further securing or in maintaining the rights
hereby granted in the stock(s) and/or bond(s), the undersigned agrees, upon
demand, to make immediate repayment of such costs to Bank.
Upon default in the terms of this agreement or the Obligation(s) secured
hereby, in addition to the rights herein granted to Bank, it shall have all the
rights of a secured party provided by the Uniform Commercial Code and the rights
granted to Bank in the Note. Bank shall not be obligated to notify the
undersigned of the occurrence of any such default, of its election to accelerate
the due date of any obligations secured hereby or of its exercise of its rights
against the stock(s) and/or bond(s) deposited as security.
The undersigned hereby waives presentment, notice demand, protest and
notice of any action taken, or to be taken by Bank under this agreement or in
connection with the Note, or any other obligation(s) aforesaid. The undersigned
further represent(s) that the pledged stock(s) and/or bond(s) are owned by the
undersigned free and clear of all claims, liens, encumbrances or assessments and
agree(s) to hold Bank harmless from any claim to the contrary.
The undersigned does (do) hereby jointly and severally appoint Bank as the
undersigned's attorney-in-fact to act in the name, place and stead and in any
and all ways in which the undersigned could do to endorse, transfer, sell,
deliver, hypothecate, or otherwise transfer the pledged stock(s) and/or bond(s),
now or hereafter standing in the name of or owned by the undersigned, and to
make, execute and deliver any and all written instruments necessary or proper to
effectuate the authority hereby conferred with full power of substitution in the
premises. Said power is coupled with an interest and shall not be revoked by
the death or incompetency of the undersigned (or any of them) or otherwise. The
Bank is authorized to make photocopies of this agreement as frequently and in
such quantity as Bank shall deem appropriate. Each photocopy shall have the
same force and effect as an original. The Bank is authorized to take such
action as it deems necessary to perfect and protect the pledge and/or security
interest granted hereby including contacting the issuer of the stock(s) and/or
bond(s) and requesting and obtaining registration of the Bank's interest
therein. In addition to the other powers granted herein the undersigned shall
at the request of the Bank execute and deliver such financing statements,
documents and instruments, and perform all other acts as Bank deems necessary or
desirable to perfect its security interest in and/or pledge of the pledged
stock(s) or bond(s), now or hereafter standing in the name of or owned by the
undersigned.
This agreement shall be governed by and construed in accordance with the
laws of the State of West Virginia in all respects.
The undersigned hereby jointly and severally, irrevocably and exclusively
submit to the jurisdiction of the Circuit Court of the County in West Virginia
in which the Bank's main banking office is situate and the proper Appellate
Courts of the State of West Virginia, or the Untied States Bankruptcy or
District Court having
<PAGE>
jurisdiction over the county in which the Bank's main banking office is situate
and the proper Appellate Courts of the United States, over any action or
proceeding arising out of or relating to this agreement, any Obligation, any
document executed in connection therewith and/or the conduct of the relationship
between the Bank and the undersigned in relation thereto. The undersigned
hereby irrevocably agree(s) that all claims in respect of such action or
proceeding may be heard and determined in such West Virginia State or Federal
Court and waive(s) any and all rights the undersigned may have to contest the
jurisdiction and/or venue of the above mentioned Courts and to demand any other
Court. Provided however, nothing in this section shall affect the right of the
Bank to bring proceedings against the undersigned in the Courts of any
jurisdiction or to enforce in any lawful manner a judgment obtained in one
jurisdiction in any other jurisdiction.
The undersigned jointly and severally waive(s) trial by jury with respect
to any action, claim, suit or proceeding in respect of or arising out of this
agreement, any agreements executed in connection with this agreement and/or the
conduct of the relationship between Bank and the undersigned in relation
thereto.
/s/ Barbara W. Beymer
----------------------------------------
Owner (as name appears on stock or bond)
Date: July 10, 1995
________________________________________
Owner (as name appears on stock or bond)
<PAGE>
1) 30,000 shares of Peoples Bank of Amite preferred stock, cert. #005
2) 60,000 shares of Peoples Bank of Amite common stock, cert. #618
3) 74,075 shares of First State Bank of Sarasota common stock, cert. #0860
4) 11,000 shares of Southeast National Bank common stock, cert. #836
5) 1,800 shares of St. Mary Holding Corporation common stock, cert. #0859
6) 1,800 shares of St. Mary Holding Corporation common stock, cert. #0878
7) 1,000 shares of Premier Financial Bancorp, Inc. common stock, cert. #320
8) 1,000 shares of Beckley Bancorp, Inc. common stock, cert. #BB-0474
<PAGE>
STOCK OR BOND PLEDGE AND SECURITY AGREEMENT
For Value Received the undersigned, jointly and severally, hereby deposits
with First National Bank in Ronceverte (hereinafter "Bank") the following stocks
and/or bonds together with executed instrument(s) of assignment and transfer
(irrevocable stock or bond power(s)) and pledges the same and gives and grants
to Bank a security interest therein:
If stock, ** Shares of ** See back of page**
complete Represented by Certificate Number(s):________
this ________ Shares of ________
portion Represented by Certificate Number(s):________
If bond, Bond(s) of ________
complete In the principal amount of $________,
this Serial Number(s) ________
portion Bond(s) of ________
In the principal amount of $________,
Serial Number(s) ________
Together with any substitution or replacement therefor or additions
thereto, together with any payments, interest, cash dividends, stock rights,
rights to subscribe, stock dividends, liquidating dividends, and any other
property to which the undersigned may become entitled by reason of the ownership
of same during the time any Obligations as hereinafter described are
outstanding, which shall forthwith be delivered to Bank to be held as additional
security for the Obligations as hereinafter described and together further with
all proceeds of the foregoing.
To secure the payment of the principal and interest on and all obligations
under a note (hereinafter referred to as the "Note"), dated July 10, 1995, of
Robert H. and Barbara W. Beymer (hereinafter referred to sometimes as
"Borrower") payable to the order of Bank, in the principal sum of Four Hundred
Thousand & 00/100 Dollars ($400,000.00), or such principal amount as may be
outstanding from time to time, and any and all renewals and extensions of the
Note, however changed in form, manner or amount, and all reasonable costs,
expenses, advances and liabilities which may be made or incurred by Secured
Party in the disbursement, administration and collection of the loan evidenced
by the Note and in the protection, maintenance and liquidation of the security
interest and pledge hereby granted, including reasonable attorneys' fees and
with interest on such costs and expenses at the same rate as provided in the
Note. This pledge and security agreement also secures and covers:
/x/ The payment of the principal and interest on all other indebtedness,
liabilities and obligations of any of the undersigned and/or Borrower to the
Secured Party, of every kind and description, direct or indirect, absolute or
contingent, joint or several, whether as drawer, maker, endorser, guaranty or
surety or otherwise, whether due or to become due and whether now existing or
hereafter arising or contracted except for obligations arising from consumer
sales, leases, loans or transactions as defined by applicable state or federal
law.
/ / The following obligations _________________________.
<PAGE>
All of the above-described are to be hereinafter collectively referred to
as "Obligations".
Bank shall not be responsible for any decline in the value of the stocks
and bonds held by it whether due to market conditions or otherwise. If there is
a material decline in the value of the stocks and/or bonds deposited with Bank,
Bank may require the undersigned and the undersigned agrees to deliver to Bank
additional collateral with a value sufficient in the judgment of Bank to offset
the decline.
If Bank incurs any expense in further securing or in maintaining the rights
hereby granted in the stock(s) and/or bond(s), the undersigned agrees, upon
demand, to make immediate repayment of such costs to Bank.
Upon default in the terms of this agreement or the Obligation(s) secured
hereby, in addition to the rights herein granted to Bank, it shall have all the
rights of a secured party provided by the Uniform Commercial Code and the rights
granted to Bank in the Note. Bank shall not be obligated to notify the
undersigned of the occurrence of any such default, of its election to accelerate
the due date of any obligations secured hereby or of its exercise of its rights
against the stock(s) and/or bond(s) deposited as security.
The undersigned hereby waives presentment, notice demand, protest and
notice of any action taken, or to be taken by Bank under this agreement or in
connection with the Note, or any other obligation(s) aforesaid. The undersigned
further represent(s) that the pledged stock(s) and/or bond(s) are owned by the
undersigned free and clear of all claims, liens, encumbrances or assessments and
agree(s) to hold Bank harmless from any claim to the contrary.
The undersigned does (do) hereby jointly and severally appoint Bank as the
undersigned's attorney-in-fact to act in the name, place and stead and in any
and all ways in which the undersigned could do to endorse, transfer, sell,
deliver, hypothecate, or otherwise transfer the pledged stock(s) and/or bond(s),
now or hereafter standing in the name of or owned by the undersigned, and to
make, execute and deliver any and all written instruments necessary or proper to
effectuate the authority hereby conferred with full power of substitution in the
premises. Said power is coupled with an interest and shall not be revoked by
the death or incompetency of the undersigned (or any of them) or otherwise. The
Bank is authorized to make photocopies of this agreement as frequently and in
such quantity as Bank shall deem appropriate. Each photocopy shall have the
same force and effect as an original. The Bank is authorized to take such
action as it deems necessary to perfect and protect the pledge and/or security
interest granted hereby including contacting the issuer of the stock(s) and/or
bond(s) and requesting and obtaining registration of the Bank's interest
therein. In addition to the other powers granted herein the undersigned shall
at the request of the Bank execute and deliver such financing statements,
documents and instruments, and perform all other acts as Bank deems necessary or
desirable to perfect its security interest in and/or pledge of the pledged
stock(s) or bond(s), now or hereafter standing in the name of or owned by the
undersigned.
This agreement shall be governed by and construed in accordance with the
laws of the State of West Virginia in all respects.
The undersigned hereby jointly and severally, irrevocably and exclusively
submit to the jurisdiction of the Circuit Court of the County in West Virginia
in which the Bank's main banking office is situate and the proper Appellate
Courts of the State of West Virginia, or the Untied States Bankruptcy or
District Court having
<PAGE>
jurisdiction over the county in which the Bank's main banking office is situate
and the proper Appellate Courts of the United States, over any action or
proceeding arising out of or relating to this agreement, any Obligation, any
document executed in connection therewith and/or the conduct of the relationship
between the Bank and the undersigned in relation thereto. The undersigned
hereby irrevocably agree(s) that all claims in respect of such action or
proceeding may be heard and determined in such West Virginia State or Federal
Court and waive(s) any and all rights the undersigned may have to contest the
jurisdiction and/or venue of the above mentioned Courts and to demand any other
Court. Provided however, nothing in this section shall affect the right of the
Bank to bring proceedings against the undersigned in the Courts of any
jurisdiction or to enforce in any lawful manner a judgment obtained in one
jurisdiction in any other jurisdiction.
The undersigned jointly and severally waive(s) trial by jury with respect
to any action, claim, suit or proceeding in respect of or arising out of this
agreement, any agreements executed in connection with this agreement and/or the
conduct of the relationship between Bank and the undersigned in relation
thereto.
/s/ Robert H. Beymer
----------------------------------------
Owner (as name appears on stock or bond)
Date: July 10, 1995
________________________________________
Owner (as name appears on stock or bond)
<PAGE>
1) 200 shares of St. Mary Holding Corporation common stock, cert. #0879
2) 200 shares of St. Mary Holding Corporation common stock, cert. #0860
7) 500 shares of Ohio River Bank common stock, cert. #1367
8) 500 shares of Ohio River Bank common stock, cert. #1366
<PAGE>
CONSENT TO PLEDGE OR HYPOTHECATE
(Miscellaneous Collateral)
TO THE First National Bank in Ronceverte
(hereinafter "Bank")
Ronceverte, WEST VIRGINIA
July 10, 1995
In order to induce you to extend credit to Barbara W. Beymer (hereinafter
called the "Borrower"), I hereby unconditionally agree that the following
property:
*See back of page*
of which I am the owner, together with any proceeds thereof, dividends, interest
or distribution relating thereto or earned thereon and any renewal, replacement
or substitution may be pledged or hypothecated and delivered to you as
collateral security for any and all obligations and liabilities of the Borrower
to you, whether now existing or hereafter arising, direct or contingent, due or
to become due, and any extension or renewal thereof, upon any terms and
conditions whatsoever and with the same force and effect as if said property
were owned by said Borrower. I further specifically agree that such property
may be received, held and disposed of by you subject and pursuant to all terms
and conditions of any and all notes, contracts, or agreements heretofore or
hereafter signed by said Borrower as maker, endorser or guarantor or in any
other capacity including all extensions and renewals thereof, and authorize and
empower you from time to time to take any and all action with respect to such
property authorized by the terms of any such agreement and without notice to me.
I hereby waive notice of the making, renewal or extending of any loan or
financial accommodation to said Borrower. No forbearance shall act as a release
of such collateral.
Without limiting your powers in dealing with said collateral, I authorize
you to act solely upon the instructions of said Borrower relative to the sale or
other disposition of said property, or any part thereof, or any substitutes
therefore, or any proceeds thereof, and the receipt or acquittance of said
Borrower for said property or any part thereof, or any substitute therefore, or
any proceeds thereof, shall be valid and sufficient release and discharge of
your liability.
I understand that the Bank will have no obligation to take any action with
respect to the collateral even if the failure to take any particular action may
result in a decline in the value of the collateral unless I request in writing
that the Bank take specific action and advance to Bank the anticipated cost
thereof and indemnify and hold harmless Bank in the event it takes such action.
I acknowledge that this imposes upon me the duty to advise Bank in writing of
any special care, handling or storage necessary to protect and preserve
collateral in Bank's possession and to pay the cost thereof. The failure of
Bank to take any such action, if done in good faith, shall not, standing alone,
be a breach of Bank's obligation to me or with respect to the collateral. Bank
shall not,
<PAGE>
under any circumstances, be liable or responsible for any decline in the value
of the collateral resulting from market conditions.
I further agree to deliver to you without demand therefore any additional
certificates or shares, which I might receive by reason of my ownership of the
above property whether by reason or a stock dividend, "stock split" or any other
refinancing and such other or additional shares shall be held under the same
terms and conditions herein set out.
/s/ Barbara W. Beymer
______________________________ -------------------------------------
Witness Signature
<PAGE>
1) 30,000 shares of Peoples Bank of Amite preferred stock, cert. #005
2) 60,000 shares of Peoples Bank of Amite common stock, cert. #618
3) 74,075 shares of First State Bank of Sarasota common stock, cert. #0860
4) 11,000 shares of Southeast National Bank common stock, cert. #836
5) 1,800 shares of St. Mary Holding Corporation common stock, cert. #0859
6) 1,800 shares of St. Mary Holding Corporation common stock, cert. #0878
7) 1,000 shares of Premier Financial Bancorp, Inc. common stock, cert. #320
8) 1,000 shares of Beckley Bancorp, Inc. common stock, cert. #BB-0474
<PAGE>
CONSENT TO PLEDGE OR HYPOTHECATE
(Miscellaneous Collateral)
TO THE First National Bank in Ronceverte
(hereinafter "Bank")
Ronceverte, WEST VIRGINIA
July 10, 1995
In order to induce you to extend credit to Robert H. Beymer (hereinafter
called the "Borrower"), I hereby unconditionally agree that the following
property:
*See back of page*
of which I am the owner, together with any proceeds thereof, dividends, interest
or distribution relating thereto or earned thereon and any renewal, replacement
or substitution may be pledged or hypothecated and delivered to you as
collateral security for any and all obligations and liabilities of the Borrower
to you, whether now existing or hereafter arising, direct or contingent, due or
to become due, and any extension or renewal thereof, upon any terms and
conditions whatsoever and with the same force and effect as if said property
were owned by said Borrower. I further specifically agree that such property
may be received, held and disposed of by you subject and pursuant to all terms
and conditions of any and all notes, contracts, or agreements heretofore or
hereafter signed by said Borrower as maker, endorser or guarantor or in any
other capacity including all extensions and renewals thereof, and authorize and
empower you from time to time to take any and all action with respect to such
property authorized by the terms of any such agreement and without notice to me.
I hereby waive notice of the making, renewal or extending of any loan or
financial accommodation to said Borrower. No forbearance shall act as a release
of such collateral.
Without limiting your powers in dealing with said collateral, I authorize
you to act solely upon the instructions of said Borrower relative to the sale or
other disposition of said property, or any part thereof, or any substitutes
therefore, or any proceeds thereof, and the receipt or acquittance of said
Borrower for said property or any part thereof, or any substitute therefore, or
any proceeds thereof, shall be valid and sufficient release and discharge of
your liability.
I understand that the Bank will have no obligation to take any action with
respect to the collateral even if the failure to take any particular action may
result in a decline in the value of the collateral unless I request in writing
that the Bank take specific action and advance to Bank the anticipated cost
thereof and indemnify and hold harmless Bank in the event it takes such action.
I acknowledge that this imposes upon me the duty to advise Bank in writing of
any special care, handling or storage necessary to protect and preserve
collateral in Bank's possession and to pay the cost thereof. The failure of
Bank to take any such action, if done in good faith, shall not, standing alone,
be a breach of Bank's obligation to me or with respect to the collateral. Bank
shall not,
<PAGE>
under any circumstances, be liable or responsible for any decline in the value
of the collateral resulting from market conditions.
I further agree to deliver to you without demand therefore any additional
certificates or shares, which I might receive by reason of my ownership of the
above property whether by reason or a stock dividend, "stock split" or any other
refinancing and such other or additional shares shall be held under the same
terms and conditions herein set out.
/s/ Robert H. Beymer
______________________________ --------------------------------------
Witness Signature
<PAGE>
1) 200 shares of St. Mary Holding Corporation common stock, cert. #0879
2) 200 shares of St. Mary Holding Corporation common stock, cert. #0860
7) 500 shares of Ohio River Bank common stock, cert. #1367
8) 500 shares of Ohio River Bank common stock, cert. #1366
