Exhibit 2
PLAN OF MERGER AND MERGER AGREEMENT
for Merger of
Capital City First National Bank
Capital City Second National Bank
Industrial National Bank
Gadsden National Bank
First National Bank of Jefferson County
and
City National Bank
with and into
Havana State Bank
Under the Charter of HAVANA STATE BANK
Under the Title of "Capital City Bank"
This Plan of Merger and Merger Agreement is made and entered into by and
among:
(1) Capital City First National Bank (hereinafter referred to as "First
National Bank"), a banking corporation organized under the laws of the State of
Florida, with its main office located at 217 North Monroe Street, Tallahassee,
Florida, County of Leon, in the State of Florida, (and six branch offices
located at 3404 South Monroe Street, Tallahassee, Florida; 3528 Thomasville
Road, Tallahassee, Florida; 1500 Highway 41 North, Inverness, Florida; 10241
North Florida Avenue, Citrus Springs, Florida; 1500 North Meadowcrest Boulevard,
Crystal River, Florida; and U.S. Highway 41 North, Floral City, Florida; and one
trust service office located at 217 North Monroe Street, Tallahassee, Florida);
(2) Capital City Second National Bank (hereinafter referred to as "Second
National Bank"), a banking corporation organized under the laws of the State of
Florida, with its main office located at 1828 West Tennessee Street,
Tallahassee, Florida, County of Leon, in the State of Florida, (and two branch
offices located at 1108 West Tharpe Street, Tallahassee, Florida, and 2020 West
Pensacola Street, Tallahassee, Florida);
(3) Industrial National Bank (hereinafter referred to as "Industrial
National Bank"), a banking corporation organized under the laws of the State of
Florida, with its main office located at 2111 North Monroe Street, Tallahassee,
Florida, County of Leon, in the State of Florida, (and one branch office located
at 3815 North Monroe Street, Tallahassee, Florida);
(4) Gadsden National Bank (hereinafter referred to as "Gadsden National
Bank"), a banking corporation organized under the laws of the State of Florida,
with its main office located at 320 West Jefferson, Quincy, Florida, County of
Gadsden, in the State of Florida (and one branch office located at 316 West
Washington Street, Chattahoochee, Florida);
(5) First National Bank of Jefferson County (hereinafter referred to as
"First National Bank of Jefferson County"), a banking corporation organized
under the laws of the State of Florida, with its main office located at 800
South Jefferson, Monticello, Florida, County of Jefferson, in the State of
Florida;
<PAGE>
(6) City National Bank (hereinafter referred to as "City National Bank"),
a banking corporation organized under the laws of the State of Florida, with its
main office located at 1801 Apalachee Parkway, Tallahassee, Florida, County of
Leon, in the State of Florida, (and three branch offices located at 2375
Centerville Road, Tallahassee, Florida, 3255 Mahan Drive, Tallahassee, Florida,
and Governor's Square Mall, Tallahassee, Florida); and
(7) Havana State Bank (hereinafter referred to as "Havana State Bank"), a
banking corporation organized under the laws of the State of Florida, with its
main office located at 102 South Main Street, Havana, Florida, County of
Gadsden, in the State of Florida; each acting pursuant to a resolution of its
Board of Directors, adopted by the vote of a majority of its directors, pursuant
to the authority given by and in accordance with the provisions of Sections
658.40 through 658.45, Florida Statutes, witnesseth as follows:
SECTION 1.
First National Bank, Second National Bank, Industrial National Bank,
Gadsden National Bank, First National Bank of Jefferson County, and City
National Bank shall be merged with and into Havana State Bank (hereinafter
sometimes referred to as "the Resulting Bank"). The Resulting Bank shall
continue under the charter of Havana State Bank.
SECTION 2.
The name of the Resulting Bank shall be "Capital City Bank". The Resulting
Bank will exercise trust powers.
SECTION 3.
The business of the Resulting Bank shall be that of a state banking and
trust corporation. This business shall be conducted by the Resulting Bank at
its main office, which shall be located at 217 North Monroe Street,
Tallahassee, Florida, and at each of the following existing branch offices and
trust service office: 3404 South Monroe Street, Tallahassee, Florida; 3528
Thomasville Road, Tallahassee, Florida; 1500 Highway 41 North, Inverness,
Florida; 10241 North Florida Avenue, Citrus Springs, Florida; 1500 North
Meadowcrest Boulevard, Crystal River, Florida; U.S. Highway 41 North, Floral
City, Florida; 1828 West Tennessee Street, Tallahassee, Florida; 1108 West
Tharpe Street, Tallahassee, Florida; 2020 West Pensacola Street, Tallahassee,
Florida; 2111 North Monroe Street, Tallahassee, Florida; 3815 North Monroe
Street, Tallahassee, Florida; 320 West Jefferson, Quincy, Florida; 316 West
Washington Street, Chattahoochee, Florida; 800 South Jefferson, Monticello,
Florida; 1801 Apalachee Parkway, Tallahassee, Florida; 2375 Centerville Road,
Tallahassee, Florida; 3255 Mahan Drive, Tallahassee, Florida; and Governor's
Square Mall, Tallahassee, Florida; and 102 South Main Street, Havana, Florida;
and one trust service office located at 217 North Monroe Street, Tallahassee,
Florida.
SECTION 4.
First National Bank, Second National Bank, Industrial National Bank,
Gadsden National Bank, First National Bank of Jefferson County, City National
Bank, and Havana State Bank (hereinafter sometimes collectively referred to as
the "constituent banks") have a common sole shareholder, which is Capital City
Bank Group, Inc. (hereinafter referred to as "CCBG"). At the effective time of
the merger, all of the issued and outstanding shares of common stock of First
National Bank, Second National Bank, Industrial National Bank, Gadsden National
Bank, First National Bank of Jefferson County, and City National Bank, all of
which are held by CCBG, shall be delivered to CCBG for cancellation. CCBG's
<PAGE>
ownership of the stock of First National Bank, Second National Bank, Industrial
National Bank, Gadsden National Bank, First National Bank of Jefferson County,
and City National Bank, shall be merged and reflected in its ownership of stock
of the Resulting Bank. At the effective time of the merger, all of the
presently issued and outstanding shares of the common stock of Havana State
Bank, all of which are held by CCBG, shall continue to be issued and outstanding
shares of the Resulting Bank, and shall continue to be held by CCBG, and each
certificate of Havana State Bank, evidencing ownership of any and all such
shares, shall continue to evidence ownership of the same number of shares of
common stock of the Resulting Bank. No provision has been made for the manner
of disposing of shares of the Resulting Bank not taken by dissenting
shareholders of the constituent banks, because there can be no dissenting
shareholders, as the merger is contingent upon the approval of a majority of the
shareholders of each of the constituent banks, and each of the constituent banks
has a single (common) shareholder.
SECTION 5
There shall be 1,000 shares of a single class of capital stock of the
Resulting Bank. The par value of each such share shall be $100.00. At the time
the merger shall become effective, the Resulting Bank shall have a Surplus of
$11,404,569.00 and Retained Earnings of $45,561,937.00, adjusted, however, for
normal earnings and expenses between June 30, 1994, and the effective time of
the merger. There will be no preferred stock.
SECTION 6.
All assets of First National Bank, Second National Bank, Industrial
National Bank, Gadsden National Bank, First National Bank of Jefferson County,
and City National Bank, as they exist at the effective time of the merger, shall
pass to and vest in the Resulting Bank without any conveyance or other transfer;
and the Resulting Bank shall be considered the same business and corporate
entity as each constituent bank with all the rights, powers, and duties of each
constituent bank, including trust powers, and the Resulting Bank shall be
responsible for all the liabilities of every kind and description, including
liabilities arising out of the operation of a Trust Department, of each of the
constituent banks existing as of the effective time of the merger.
SECTION 7.
The following named persons shall serve as the Board of Directors of the
Resulting Bank until the next annual meeting of the shareholders or until such
time as their successors have been elected and have qualified.
Names Addresses
Ausley, DuBose Post Office Box 391
Tallahassee, FL 32302
Barron, Thomas A. Post Office Box 900
Tallahassee, FL 32302
Butler, C. Bob Post Office Box 3789
Tallahassee, FL 32315
Conrad, J. Marshall Post Office Box 391
Tallahassee, FL 32302
Hayes, Brian T. Post Office Box 483
Monticello, FL 32345
<PAGE>
Higdon, E. Cantey Post Office Box 996
Quincy, FL 32353
Humphress, John K. 1040 East Park Avenue
Tallahassee, FL 32301
Knowles, Harold M. 528 East Park Avenue
Tallahassee, FL 32301
Landrum, R. Gary 3375-B Capital Circle, NE
Tallahassee, FL 32308
Lines, Blucher B. Post Office Box 550
Quincy, FL 32351
Mahaffey, William W. Post Office Box 820
Quincy, FL 32353-0820
May, Jr., Fount H. Route 2, Box 189-C
Quincy, FL 32351
McMillan, S. Craig Post Office Box 1919
Quincy, FL 32353
Midyette, Jr., Payne H. Post Office Box 749
Tallahassee, FL 32302
Miller, G. Ulmer 440 Morris Road
Monticello, FL 32344
Miller, George W. 240 West Washington
Monticello, FL 32344
Miller, M. William 305 9th Street East
Havana, FL 32333
Moor, William L. 408 Plantation Road
Tallahassee, FL 32303
Moore, Duncan Tallahassee Memorial Regional
Medical Center
Magnolia & Miccosukee Roads
Tallahassee, FL 32308
Mowell, John B. Post Office Box 4168
Tallahassee, FL 32315
Noblin, Millard J. Post Office Box 14019
Tallahassee, FL 32317
Rich, Jack 825-A Lake Ridge Drive
Tallahassee, FL 32312
Scarboro, Rodney L. 3241 West Lakeshore Drive
Tallahassee, FL 32312
Smith, Fincher W. 2609 Lotus Drive
Tallahassee, FL 32312
<PAGE>
Smith, Godfrey Post Office Box 900
Tallahassee, FL 32302
Smith, Jr., J. Vereen Post Office Box 900
Tallahassee, FL 32302
Smith, Robert H. Post Office Box 11248
Tallahassee, FL 32302
Smith, Jr., William G. Post Office Box 900
Tallahassee, FL 32302
Toole, Jr., Giles C. Post Office Box 526
Tallahassee, FL 32302
Williams, Jr., Fred M. Route 3, Box 96-C
Monticello, FL 32344
Williams, Paul Graves Post Office Box 1018
Quincy, FL 32353
SECTION 8.
The following named persons shall serve as the Executive Officers of the
Resulting Bank until the next annual meeting of Board of Directors or until such
time as their successors have been elected and have qualified.
Name Office Address
William G. Smith, Jr. Chairman Post Office Box 900
Tallahassee, FL 32302
Thomas A. Barron President Post Office Box 900
Tallahassee, FL 32302
J. Kimbrough Davis Secretary/
Treasurer Post Office Box 900
Tallahassee, FL 32302
SECTION 9.
This Agreement may be terminated prior to the effective time of the merger
by the mutual consent of the Boards of all of the constituent banks.
SECTION 10.
This Agreement is subject to the approval of the sole shareholder of each
of the constituent banks, and the merger shall become effective at the time
specified in a Certificate to be issued by the Comptroller of Florida, pursuant
to Section 658.45, Florida Statutes, under the seal of his office, approving the
merger.
SECTION 11.
This Agreement is also subject to the following terms and conditions:
(a) The Florida Department of Banking and Finance shall have approved this
Plan of Merger and Merger Agreement and shall have issued all other necessary
authorizations and approvals for the merger, including a Certificate of Merger.
<PAGE>
(b) The appropriate federal regulatory agency shall have approved the
merger and shall have issued all other necessary authorizations and approvals
for the merger, and any statutory waiting period shall have expired.
SECTION 12.
Effective as of the time this merger shall become effective as specified in
the "Certificate of Merger" to be issued by the Comptroller of Florida, the
Articles of Incorporation of the Resulting Bank shall read as set forth in
Exhibit A, attached hereto and hereby incorporated herein by this reference.
WITNESS the signatures and seals of said constituent banks as of the 25th
day of July, 1994, each hereunto set by its President and attested by its
Secretary, pursuant to a resolution of its Board of Directors, acting by a
majority thereof, and witness the signatures hereto of a majority of each of
said Boards of Directors.
Capital City First National Bank
/s/ William G. Smith, Jr.
William G. Smith, President
Directors:
/s/ DuBose Ausley
DuBose Ausley
/s/ Thomas A. Barron
Thomas A. Barron
/s/ John K. Humphress
John K. Humphress
/s/ Harold M. Knowles
Harold M. Knowles
/s/ Ryals E. Lee
Ryals E. Lee
/s/ Payne H. Midyette, Jr.
Payne H. Midyette, Jr.
/s/ Duncan Moore
Duncan Moore
/s/ John B. Mowell
John B. Mowell
/s/ George S. Palmer, M.D.
George S. Palmer, M.D.
/s/ M. Julian Proctor
M. Julian Proctor
/s/ Godfrey Smith
Godfrey Smith
<PAGE>
/s/ William G. Smith, Jr.
William G. Smith, Jr.
/s/ Giles C. Toole, Jr.
Giles C. Toole, Jr.
Capital City Second National Bank
/s/ Thomas A. Barron
Thomas A. Barron, President
Directors:
/s/ DuBose Ausley
DuBose Ausley
/s/ Thomas A. Barron
Thomas A. Barron
/s/ Payne H. Midyette, Jr.
Payne H. Midyette, Jr.
/s/ Millard J. Noblin
Millard J.Noblin
/s/ George S. Palmer, M.D.
George S. Palmer, M.D.
/s/ Julian Proctor
Julian Proctor
/s/ Rodney L. Scarboro
Rodney L. Scarboro
/s/ Godfrey Smith
Godfrey Smith
/s/ Robert H. Smith
Robert H. Smith
Industrial National Bank
/s/ Thomas A. Barron
Thomas A. Barron, President
Directors:
/s/ DuBose Ausley
Dubose Ausley
/s/ Thomas A. Barron
Thomas A. Barron
<PAGE>
/s/ R. Spencer Burress
R. Spencer Burress
/s/ J. Marshall Conrad
J. Marshall Conrad
/s/ William L. Moor
William L. Moor
/s/ Jack Rich
Jack Rich
/s/ Godfrey Smith
Godfrey Smith
/s/ J. Vereen Smith, Jr.
J. Vereen Smith, Jr.
/s/ Hugh E. Williams, Jr.
Hugh E. Williams, Jr.
Gadsden National Bank
/s/ Herschel Williams
Herschel Williams, President
Directors:
/s/ Thomas A. Barron
Thomas A. Barron
/s/ C. Bob Butler
C. Bob Butler
/s/ E. Cantey Higdon
E. Cantey Higdon
/s/ William W. Mahaffey
William W. Mahaffey
/s/ Fount H. May, Jr.
Fount H. May, Jr.
/s/ S. Craig McMillan
S. Craig McMillan
/s/ Robert H. Smith
Robert H. Smith
/s/ William G. Smith, Jr.
William G. Smith, Jr.
/s/ Herschel Williams
Herschel Williams
<PAGE>
/s/ Paul Graves Williams
Paul Graves Williams
First National Bank of Jefferson County
/s/ W. W. Gunnels, Jr.
W. W. Gunnels, Jr., President
Directors:
/s/ W. W. Gunnels, Jr.
W. W. Gunnels, Jr.
/s/ Brian T. Hayes
Brian T. Hayes
/s/ George W. Miller
George W. Miller
/s/ G. Ulmer Miller
G. Ulmer Miller
/s/ Rodney L. Scarboro
Rodney L. Scarboro
/s/ Eddie L. Simpkins
Eddie L. Simpkins
/s/ Godfrey Smith
Godfrey Smith
/s/ William G. Smith, Jr.
William G. Smith, Jr.
/s/ Mary M. Whatley
Mary M. Whatley
/s/ Fred M. Williams, Jr.
Fred M. Williams, Jr.
City National Bank
/s/ Mitch Englert
Mitch Englert, President
Directors:
/s/ DuBose Ausley
DuBose Ausley
/s/ Thomas A. Barron
Thomas A. Barron
<PAGE>
/s/ Mitch Englert
Mitch Englert
/s/ R. Gary Landrum
R. Gary Landrum
/s/ Ryals E. Lee
Ryals E. Lee
/s/ Payne H. Midyette, Jr.
Payne H. Midyette, Jr.
/s/ Fincher W. Smith
Fincher W. Smith
/s/ Godfrey Smith
Godfrey Smith
/s/ William G. Smith, Jr.
William G. Smith, Jr.
Havana State Bank
/s/ James R. Suber
James R. Suber, President
<PAGE>
Directors:
/s/ DuBose Ausley
DuBose Ausley
/s/ Thomas A. Barron
Thomas A. Barron
/s/ Blucher B. Lines
Blucher B. Lines
/s/ M. William Miller
M. William Miller
/s/ P. W. Shelfer
P. W. Shelfer
/s/ H. W. Slappey
H. W. Slappey
/s/ Godfrey Smith
Godfrey Smith
/s/ Robert H. Smith
Robert H. Smith
/s/ James R. Suber
James R. Suber
/s/ Herschel Williams
Herschel Williams
<PAGE>
Exhibit 10 (b) (2)
Third Amendment To Loan and Security Agreement
This Third Amendment to Loan and Security Agreement (hereinafter referred to as
this "Agreement") made and entered into as of the 25 day of July, 1994, by and
between Capital City Bank Group, Inc., a Florida Corporation, party of the first
part, as borrower (hereinafter referred to as "Borrower"), and Wachovia Bank of
Georgia, N.A., formerly known as The First National Bank of Atlanta, a national
banking association, party of the second part, as lender (hereinafter referred
to as "Lender");
Witnesseth:
Whereas, Borrower and Lender entered into a Loan Agreement dated December 22,
1989; and
Whereas, said Loan and Security agreement was amended on January 24, 1992
pursuant to a certain Amendment to Loan and Security Agreement and on September
10, 1993 pursuant to a certain Letter of Modification (the Loan and Security
Agreement, as amended to the date hereof, hereinafter referred to as the "Loan
Agreement"); and
Whereas, Borrower and Lender mutually desire to amend the Loan and Security
Agreement;
Now, therefore, for and in consideration of the foregoing premises, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby covenant and agree as follows:
1. Defined Terms. As used in this Amendment, all capitalized terms shall have
the same meanings as and when used in the Loan Agreement. All references to
"this Agreement" in the Loan Agreement or in any other documents evidencing,
securing or relating to the indebtedness evidenced by the Loan Documents shall
refer to the Loan Agreement as hereby amended.
2. Amendments. The Loan Agreement is hereby amended as follows:
2.1 Section 5.13 of the Loan Agreement is hereby deleted in its entirety and the
following simultaneously substituted in lieu thereof:
"5.13 Tangible Net Worth. Borrower shall maintain at all times, on a
consolidated basis, a Tangible New Worth of at least $60,000,000 plus 50% of its
cumulative net income (without consideration of net losses) after March 31,
1994."
2.2 Section 5.14 of the Loan Agreement is hereby deleted in its entirety and the
following simultaneously substituted in lieu thereof:
"5.14 Tier 1 Capital as a Percentage of Risk Adjusted Assets. Borrower shall
maintain at all times, on a consolidated basis, a ratio of tier 1 capital to
weighted-risk assets (risk-based capital ratio of not less than 10.0%).
<PAGE>
For purposes hereof, said ratio shall be calculated in accordance with the
"Capital adequacy Guidelines of Bank Holding Companies: Risk Based Measure" in
effect as of August 1, 1994 as promulgated by the Board of Governors of the
Federal Reserve System, Appendix A to Regulation Y, Federal Reserve Regulatory
Service $$ 4-797 et seq."
2.3 Section 5.15 of the Loan Agreement is hereby deleted in its entirety and the
following simultaneously substituted in lieu thereof:
"5.15 Tier 1 Capital as a Percentage of Total Assets. Borrower shall maintain
at all times, on a consolidated basis, a ratio of Tier I Capital to average
total assets (leverage ratio) of not less than 7.0%.
For purposes hereof, said ratio shall be calculated in accordance with the
"Capital adequacy Guidelines for Bank Holding Companies: Tier 1 Leverage
Measure" in effect as of August 1, 1994 as promulgated by the Board of Governors
of the Federal Reserve System, Appendix B to Regulation Y, Federal Reserve
Regulatory Service $$ 4-797 et seq."
2.4. Section 5.17 of the Loan Agreement is hereby deleted in its entirety and
the following simultaneously substituted in lieu thereof:
"45.17. This section intentionally left blank."
2.5 Section 6.6 of the Loan Agreement is hereby deleted in its entirety and the
following simultaneously substituted in lieu thereof:
"6.6 Non Performing Assets as a Percentage of total Loans and OREO. Borrower
shall not permit to exist at any time, on a consolidated basis, its Non-
Performing Assets to be in an amount which exceeds 3.50% of the sum of all
loans owned by the Borrower and the Banks plus other real estate owned by the
Borrower and the Banks.
For purposes hereof, Non-Performing Assets shall mean the aggregate principal
amount of all loans of Borrower and the Banks which are, or are required by any
Governmental Agency to be treated, reported or classified as non-performing
(including loans on non-accrual, loans past due 90 days or more, formally
restructured loans, and other real estate owned).
<PAGE>
3. Effect of Amendment. This amendment is a modification only and not a
novation. Except for the above quoted modifications, the Loan Documents, and
any and all other agreements executed in connection therewith, and all of the
terms and conditions thereof, shall be and remain in full force and effect.
4. No Default. To induce Lender to enter into this Amendment and to make
advances to Borrower pursuant to the Loan Agreement, Borrower hereby
acknowledges and agrees that, as of the date hereof, and after giving effect to
the terms thereof, there exists (i) no Event of Default or Default Condition;
and (ii) no right of offset, defense, counterclaim, claim or objection in
favor of Borrower as against Lender arising out of or with respect to any of the
Obligations.
5. Ratification. The Borrower hereby ratifies and confirms all terms,
provisions and conditions of the Loan Documents as herein modified.
6. Restatement of Representations and Warranties. Borrower hereby restates and
renews each and every representation and warranty heretofore made by it under or
connection with the execution and delivery of the Loan Agreement and Loan
Documents as fully as if made on the date thereof and with specific reference to
this Amendment and all other Loan Documents executed and/or delivered in
connection herewith except solely to the extent that the subject of such
representations and warranties has been altered or amended hereby.
7. Further Assurances. Borrower agrees to take such further actions as Lender
shall reasonably request in connection herewith to evidence the amendments
herein contained to the Agreement.
8. Section References. Section titles and references used in this Amendment
shall be without substantive meaning or content of any kind whatsoever and are
not a part of the agreements among the parties hereto evidenced hereby.
9. Counterparts. This Amendment may be executed in any number of counterparts
and by different parties hereto to separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the same original.
10. Governing Law. This Amendment shall be interpreted and construed in
accordance with the laws of the State of Georgia.
IN WITNESS WHEREOF, Borrower and Lender have executed this Agreement under
seal as of the day and year first above written.
BORROWER:
CAPITAL CITY BANK GROUP, INC.
BY:
/s/ J. KIMBROUGH DAVIS
J. KIMBROUGH DAVIS
SENIOR VICE PRESIDENT
CHIEF FINANCIAL OFFICER
<PAGE>
ATTEST:
/s/ R. H. SMITH
R. H. SMITH
VICE PRESIDENT
(CORPORATE SEAL)
WACHOVIA BANK OF GEORGIA, N.A.
BY:
/s/ J. RONALD FROST
VICE PRESIDENT AND DISTRICT MANAGER
(CORPORATE SEAL)
<PAGE>
September 10, 1993
Mr. J. Kimbrough Davis
Senior Vice President and Chief Financial Officer
Capital City Bank Group, Inc.
217 North Monroe Street
Tallahassee, Florida 32302
Dear Kim:
RE: Request by Capital City Bank Group, Inc. (the "Borrower") that Capital City
First National Bank ("Capital City Bank") be permitted to pledge certain 1-to-4
personal residential loans (as such term is further defined below) to the
Federal Home Loan Bank ("FHLB") pursuant to: Loan and Security Agreement dated
December 22, 1989, as amended by amendment to Loan and Security Agreement dated
January 24, 1992 (said Loan and Security Agreement as so amended hereinafter
referred to as the "Loan Agreement").
As we discussed, you have requested that the Loan Agreement be modified as to
allow the pledge by Capital City Bank of certain loans to the FHLB to secure
loan advances from time to time by the FHLB to Capital City Bank.
Upon your execution, and delivery to Wachovia Bank of Georgia, N.A. (the
"Bank"), of the enclosed counterpart copy of this letter, this letter will
constitute a modification to the Loan Agreement as follows:
Notwithstanding Section 6.1 of the Loan Agreement entitled "No Liens", the
granting by Capital City Bank to the FHLB of a lien on some or all of the loans
will not be deemed to be in violation of the negative covenants contained in
Section 6.1; provided however, total outstanding loan advances at any time by
the FHLB to Capital City Bank secured by the Loans shall not exceed 65% of the
outstanding balances of the Loans. For the purposes of this Letter of
modification, to the defined term "Loans" shall mean and include all of Capital
City Bank's 1-to-4 family residential mortgages including without limitation
revolving open-end loans secured by 1-to-4 family residential properties and
extended under lines of credit; and all other loans secured by 1-to-4 family
residential properties.
Except as set forth expressly herein, all of the terms of the loan Agreement
shall be and remain in full force and effect, and shall constitute the legal,
valid and binding and enforceable obligations of the Borrower to the Bank.
Borrower hereby restates, ratifies and reaffirms each and every term, covenant
and condition set forth in the Loan Agreement, effective as of the date hereof,
as modified by this Letter of Modification. The provisions of the Letter of
Modification are for the specific purposes outlined herein and shall not
constitute a waiver by the Bank of any other terms and provisions of the Loan
Agreement or any term or provision of any other agreement between the Borrower
and the Bank.
Please evidence your agreement to the terms of the foregoing letter of
Modification by signing he enclosed copy of this letter and returning it to my
<PAGE>
attention on or before September 30, 1993. This Letter of Modification shall be
effective as of the 17th day of June, 1993, regardless of the actual date of
execution. If this Letter of Modification is not returned properly executed on
or before September 30, 1993, the terms of this Letter of Modification shall be
null and void and shall have no effect.
Sincerely,
/s/ J. Ronald Frost
J. Ronald Frost
Vice President
Financial Institutions Unit
(404) 332-5608
Acknowledgement and Approval by:
/s/ J. KIMBROUGH DAVIS
J. KIMBROUGH DAVIS
SENIOR VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
DATE: SEPTEMBER 20, 1993
