UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
Capital City Bank Group, Inc.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
13974105
(CUSIP Number)
J. Kimbrough Davis, P.O. Box 11248, Tallahassee, FL (904) 670-0611
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 30, 1996
(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 area ____.
Check the following area if a fee is being paid with the statement ____. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: One copy of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the act but shall be subject to all other provisions of the
Act (however, see the Notes).
The Exhibit Index appears on page 8.<PAGE>
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William G. Smith, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) N/A
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) N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
267,378
8 SHARED VOTING POWER
201,512
9 SOLE DISPOSITIVE POWER
267,378
10 SHARES DISPOSITIVE POWER
201,512
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
468,890
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
6,061
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
This Amendment 17 to Form 13D is being filed to report:
1) My minor daughter's receipt of 579 shares as a gift on 12/15/95
2) My minor son's receipt of 579 shares as a gift on 12/15/95
3) My receipt of 860 shares as awards under the 1992 Capital City Bank
Group, Inc. Stock Incentive Plan on 1/20/95 and 2/12/96
4) The purchase by 2 S Partnership of 5,000 shares on 12/7/94
5) My receipt of 25,169 shares from the Smith Brothers Trust on 4/30/96
This Amendment amends Form 13D in its entirety.
Item 1. Security and Issuer
Common stock, $.01 par value, Capital City Bank Group, Inc.
217 North Monroe Street
Tallahassee, Florida 32301
Item 2. Identity and Background
a. This statement is being filed by Mr. William G. Smith, Jr.
b. 217 North Monroe Street, Tallahassee, Florida 32301
c. President/Director, Capital City Bank Group, Inc. (See Item 1 above for
address)
d. Not applicable
e. Not applicable
f. U.S.A.
Item 3. Source and Amount of Funds or Other Conditions
On January 1, 1984, Capital City Bank Group, Inc. ("CCBG") acquired six
banks in which 100% of the common stock of each bank was exchanged for all
of the outstanding common stock of CCBG. The common stock owned by William
G. Smith, Jr., on January 1, 1984 represents the "originally issued" shares
which were issued pursuant to a stock-for-stock exchange in which 669
shares of Capital City First National Bank, 3,167 shares of Capital City
Second National Bank, 2,325 shares of Industrial National Bank, 9,685
shares of City National Bank, 18 shares of Havana State Bank and 7,175
shares of First National Bank of Jefferson County were exchanged for
120,668 shares of CCBG common stock. Below is a listing of Mr. Smith's
transactions in CCBG common stock for the period January 1, 1984 through
the date of this report.
Page 3 of 20
<PAGE>
Purchase(P)/ # of % of
Date Sale(S) Shares Ownership Price Per Share Source of Funds
1/1/84 Originally 120,668 4.22% N/A Exchange of
Issued Shares as
set forth above
4/16/84 P 485 * $9.00 Personal Funds
10/11/84 P 2,000 * Gift from father N/A
10/17/86 P 21,753 * N/A Distribution from
Trust
12/29/86 P 12,500 * $15.00 Bank Debt
12/31/86 S (500) * Gift to wife N/A
5/29/87 P 1,330 * Gift from father N/A
7/27/87 P 17,700 * " " N/A
10/6/87 P 20,000 * Gift from mother N/A
10/6/87 S (3,010) * Gift to relatives N/A
2/19/88 P 54 * $20.00 Personal Funds
12/30/88 P 226 * Gift from father N/A
6/9/89 P 294 * " " N/A
7/6/89 P 1,000 * $28.00 Personal Funds
7/11/89 P 801 * $28.00 Bank Debt
10/12/89 S (401) * Gift to brother N/A
12/28/90 P 790 * Gift from father N/A
12/17/91 P 833 * " " N/A
3/27/92 P 2,500 * $24.00 Bank Debt
5/05/92 P 10,000 * $24.00 Bank Debt,
Personal Funds
and Unsecured
Indebtedness
5/5/92 P 586 * $24.25 " "
5/5/92 S (600) * $24.00 N/A
12/18/92 P 13,636 * Gift from father N/A
1/15/93 P 833 * " " N/A
1/21/94 P 554 * " " N/A
1/20/95 P 542 * N/A Stock Incentive
Plan
2/12/96 P 318 * N/A " "
4/30/96 P 25,169 * N/A Distribution from
Trust
_______ _____
250,061 8.74%
Paula P. Smith (wife)
12/31/86 P 500 * Gift from relative N/A
7/16/87 P 1,330 * " " N/A
10/6/87 P 670 * " " N/A
6/9/89 P 420 * " " N/A
12/28/90 P 790 * " " N/A
12/17/91 P 833 * " " N/A
1/15/93 P 833 * " " N/A
5,376 *
William G. Smith, Jr., as Custodian
for William Godfrey Smith, III UGMAFL
12/31/86 P 665 * Gift from relative N/A
5/29/87 P 665 * " " N/A
10/6/87 P 1,170 * " " N/A
4/7/88 P 448 * Gift from relative N/A
8/19/88 P 47 * " " N/A
Page 4 of 20
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6/9/89 P 714 * " " N/A
12/28/90 P 790 * " " N/A
12/17/91 P 833 * " " N/A
7/10/92 P 833 * " " N/A
1/15/93 P 833 * " " N/A
8/31/94 P 717 * " " N/A
12/15/95 P 579 * " " N/A
8,294 *
William G. Smith, Jr., as Custodian
for Jennifer Wilson Smith UGMAFL
12/31/86 P 665 * Gift from relative N/A
5/29/87 P 665 * " " N/A
10/6/87 P 1,170 * " " N/A
4/7/88 P 449 * " " N/A
8/19/88 P 46 * " " N/A
6/9/89 P 714 * " " N/A
12/28/90 P 790 * " " N/A
12/17/91 P 833 * " " N/A
7/10/92 P 833 * " " N/A
1/15/93 P 833 * " " N/A
8/31/94 P 717 * " " N/A
12/15/95 P 579 * " " N/A
8,294 *
The William Godfrey Smith Trust
8/9/89 P 90,000 3.14% Establishment of Transfer from
trust directly
owned shares of
William Godfrey
Smith
90,000 3.14%
Capital City First National Bank as
Custodian for William G. Smith, Jr., IRA
5/5/92 P 729 * $24.25 Personal Funds
(existing IRA)
Capital City First National Bank
as Custodian for Paula P Smith, Jr., IRA
5/5/92 P 685 * $24.25 Personal Funds
(existing IRA)
Page 5 of 20
<PAGE>
2 S Partnership
7/10/92 P 2,512 * Gift from relative N/A
12/29/93 P 20,000 * Exercise of Con- Borrowed Funds
tingent Purchase
Rights at $24.00
per share
6/1/93 P 80,000 2.79% Gift from relative N/A
10/3/94 P 4,000 * $29.00 Borrowed Funds
12/7/94 P 5,000 * $29.00 Borrowed Funds
111,512 3.90%
* Less than 1%
In December 1986, Mr. Smith borrowed $400,000 from Trust Company Bank,
Atlanta, Georgia for the purchase of Capital City Bank Group, Inc., Common
Stock and to consolidate previous debts. The debt carries an interest rate
of prime plus 1/2% and is secured with 50,000 shares of Capital City Bank
Group, Inc., Common Stock. On December 31, 1987, this loan was renewed by
a Trust Company Bank note in the amount of $389,938.12 and is secured by
the same 50,000 shares of Capital City Bank Group, Inc. Common Stock.
On March 18, 1992, Mr. Smith borrowed funds from SunBank, Orlando, Florida,
to purchase 2,500 shares of Capital City Bank Group, Inc., Common Stock.
On April 30, 1992, Mr. Smith borrowed additional funds from SunBank,
Orlando, Florida, to purchase 5,000 shares of Capital City Bank Group, Inc.
Common Stock. The two SunBank loans are cross-collateralized and secured
by 15,000 shares of Capital City Bank Group, Inc. stock. On August 1,
1992, this loan was renewed by a SunBank note in the amount of $97,912.44
and secured by the same 15,000 shares of Capital City Bank Group, Inc.
Common Stock.
On May 1, 1992, Mr. Smith borrowed through unsecured indebtedness funds to
purchase 4,166 shares of Capital City Bank Group, Inc. Common Stock.
In December 1993, the 2S Partnership borrowed $480,000 from Trust Company
Bank, Atlanta, Georgia, to purchase 20,000 shares of Capital City Bank
Group, Inc. Common Stock. The debt carries an interest rate of prime and
is secured with 22,512 shares of Capital City Bank Group, Inc. Common
Stock. As of the date hereof, approximately $439,727 in principal and
interest remains outstanding on this loan.
In September 1994, the 2S Partnership borrowed $116,000 from Trust Company
Bank, Atlanta, Georgia, to purchase 4,000 shares of Capital City Bank
Group, Inc. Common Stock. The debt carries an interest rate of prime and
is secured by 10,000 shares of Capital City Bank Group, Inc. Common Stock.
In November 1994, the 2S Partnership borrowed $145,000 from Trust Company
Bank, Atlanta, Georgia, to purchase $5,000 shares of Capital City Bank
Group, Inc. Common Stock. The debt carries an interest rate of prime and
is secured by 10,000 shares of Capital City Bank Group, Inc. Common Stock.
The September 1994 and November 1994 Trust Company Bank loans were renewed
in a single note dated December 29, 1995, in the amount of $261,000 and
secured by
Page 6 of 20
<PAGE>
20,000 shares of Capital City Bank Group, Inc. Common Stock. As of the
date hereof, the aggregate amount of principal and interest on the renewed
2 S Partnership loan is approximately $250,000.
Item 4. Purpose of Transaction
The shares received in exchange for other securities or purchased by Mr.
Smith were acquired for investment purposes.
(a.) - (j.) Not applicable
Item 5. Interest in Securities of the Issuer
Number of Percentage
Shares Ownership
a. William G. Smith, Jr. 250,061 8.74%
Paula P. Smith (wife) 5,376 *
William G. Smith, Jr., as Custodian 8,294 *
for Jennifer Wilson Smith UGMAFL
William G. Smith, Jr., as Custodian 8,294 *
for William Godfrey Smith, III UGMAFL
The William Godfrey Smith Trust 90,000 3.14%
Capital City First National Bank as 729 *
Custodian for William G. Smith, Jr.,
IRA
Capital City First National Bank as 685 *
Custodian for Paula P. Smith, IRA
2 S Partnership 111,512 3.90%
474,951 16.59%
* Less than 1%.
Under the definition of "beneficial ownership" in Section 13d-4 of the
Securities Exchange Act of 1934 and the Rules and Regulations promulgated
thereunder, Mr. Smith may be deemed to be a beneficial owner of 6,061
shares held by his wife, Paula P. Smith. Neither the filing of this
statement nor any of its contents shall be deemed to be an admission that
Mr. William Godfrey Smith, Jr., is the beneficial owner of stock held by
his wife.
Page 7 of 20
<PAGE>
b. Mr. Smith has sole voting and investment power with respect to
266,649shares and shares voting power with respect to the 90,000 shares in
TheWilliam Godfrey Smith Trust and 111,512 shares in 2 S Partnership with
Robert Hill Smith, Vice President, Capital City Bank Group, Inc., 217 N.
Monroe Street, Tallahassee, Florida 32302. He has no voting or
investmentpower with respect to the 6,061 shares held by his wife. Mr.
Smith disclaims beneficial ownership of 6,061 shares held by his wife.
c. See Table in Item 3 above.
d. Not applicable
e. Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuers
Not applicable
Item 7. Material to be Filed as Exhibits
1) As disclosed in Item 3, the December 1986 loan was renewed by a Trust
Company Bank note dated December 31, 1987, in the amount of $389,938.12
which remains secured by 50,000 shares of Capital City Bank Group, Inc.
Common Stock. The Note for the December 1987 Trust Company Bank loan is
attached hereto as Exhibit A. This Exhibit begins on page 10 of this
Amendment.
2) The Note for the March 1992 SunBank loan is attached hereto as Exhibit
B. This Exhibit begins on page 12 of this Amendment.
3) As disclosed in Item 3, the April 1992 loan was renewed by a SunBank
note dated August 1, 1992 in the amount of $97,912.44. The Note and
Security Agreement for this August 1992 renewal note are attached hereto as
Exhibit C. This Exhibit begins on page 13 of this Amendment.
4) The Note and Security Agreement for the December 1993 2 S Partnership
loan described in Item 3 are attached hereto as Exhibit D. This Exhibit
begins on page 16 of this Amendment.
5) As disclosed in Item 3, the September 1994 and November 1994 loans were
renewed in a single note dated December 29, 1995, in the amount of $261,000
and secured by 20,000 shares of Capital City Bank Group, Inc. Common Stock.
The Note and Security Agreement for the December 1995 2 S Partnership
renewal loan are attached hereto as Exhibit E. This Exhibit begins on page
19 of this Amendment.
Page 8 of 20
<PAGE>
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.
Date: April 30, 1996
/s/ J. Kimbrough Davis
Power of Attorney for William G. Smith, Jr.
Page 9 of 20
<PAGE>
EXHIBIT A
SINGLE PAYMENT NOTE
(Nondisclosure)
The "Bank" Referred to In this Note is:
Trust Company Bank
Center Code: 121
One Park Place, N.E.
Atlanta, Georgia 30303
[x] Single Disbursement Note
[ ] Multiple Disbursement Master Note
[ ] Multiple Disbursement Revolving Note
(For Explanation See Reverse Side)
Date: December 31, 1987
365 days after date, the obligor promises to pay to the order of Bank the
principal sum of $389,938.12. The Obligor will also pay interest upon the
unpaid principal balance from date until maturity at the Note Rate
specified below. Interest payments will be due quarterly: 4/1/88, 7/1/88,
10/1/88, and 12/31/88 and upon maturity. Should the obligor fail for any
reason to pay this note in full on the maturity date or on the date of
acceleration of payment, the obligor further promises to pay (a) interest
on the unpaid amount from such date until the date of final payment at a
Default Rate equal to the Note Rate plus 4%, and (b) a late fee equal to
five percent (5%) of any amount that remains wholly or partially unpaid for
more than fifteen (15) days after such amount was due and payable, not to
exceed the sum of fifty dollars ($50.00). Should legal action or an
attorney at law be utilized to collect any amount due hereunder, the
obligor further promises to pay all costs of collection, including 15% of
such unpaid amount as attorney's fees. All amounts due hereunder may be
paid at any office of Bank.
The Note Rate hereon shall be the prime rate of Bank from time to time in
effect, plus 1/2%. The Note Rate shall change on each day the Bank changes
its prime rate.
If not stated above, the Note Rate in effect on the date this note is
executed is 9.25%.
The amount of interest accruing and payable hereunder shall be calculated
by multiplying the principal balance outstanding each day by 1/360th of the
Note Rate on such day and adding together the daily interest amounts. The
principal balance of this note shall conclusively be deemed to be the
unpaid principal balance appearing on the Bank's records unless such
records are manifestly in error.
As security for the payment of this and any other liability of any obligor
to the holder, direct or contingent, irrespective of the nature of such
liability or the time it arises, each obligor hereby grants a security
interest to the holder in all property of such obligor in or coming into
the possession, control or custody of the holder, or in which the holder
has or hereafter acquires a lien, security interest, or other right. Upon
default, holder may, without notice, immediately take possession of and
then sell or otherwise dispose of the collateral, signing any necessary
documents as obligor's attorney in fact, and apply the proceeds against any
liability of obligor to holder. Upon demand, each obligor will furnish
such additional collateral, and execute any appropriate documents related
thereto, deemed necessary by the holder for its security. Each obligor
further authorizes the holder, without notice, to set-off any deposit or
account and apply any indebtedness due or to become due from the holder to
the obligor in satisfaction of any liability described in this paragraph,
whether or not matured. The holder may, without notice, transfer or
register any property constituting security for this note into its or its
nominee name with or without any indication of its security interest
therein.
This note shall immediately mature and become due and payable, without
notice or demand, upon the filing of any petition or the commencement of
any proceeding by any Debtor for relief under bankruptcy or insolvency
laws, or any law relating to the relief of debtors, readjustment of
indebtedness, debtor reorganization, or composition or extension of debt.
Furthermore, this note shall, at the option of the holder, immediately
mature and become due and payable, without notice or demand, upon the
happening of any one or more of the following events: (1) nonpayment on
the due date of any amount due hereunder; (2) failure of any Debtor to
perform any other obligation to the holder; (3) failure of any Debtor to
pay when due any amount owed another creditor under a written agreement
calling for the payment of money; (4) the death or declaration of
incompetence of any Debtor; (5) a reasonable belief on the part of the
holder that any Debtor is unable to pay his obligations when due or is
otherwise insolvent; (6) the filing of any petition or the commencement of
any proceeding against any Debtor for relief under bankruptcy or insolvency
laws, or any law relating to the relief of debtors, readjustment of
indebtedness, debtor reorganization, or composition or extension of debt,
which petition or proceeding is not dismissed within 60 days of the date of
filing thereof; (7) the suspension of the transaction of the usual business
of any Debtor, or the dissolution, liquidation or transfer to another party
of a significant portion of the assets of any Debtor; (8) a reasonable
belief on the part of the holder that any Debtor has made a false
representation or warranty in connection with any loan by or other
transaction with any lender, lessor or other creditor; (9) the issuance or
filing of any levy, attachment, garnishment, or lien against the property
of any Debtor which is not discharged within 15 days; (10) the failure of
any Debtor to satisfy immediately any final judgment, penalty or fine
imposed by a court or administrative agency of any government; (ll) failure
of any Debtor, after demand, to furnish financial information or to permit
inspection of any books or records; (12) any other act or circumstance
leading the holder to deem itself insecure.
The failure or forbearance of the holder to exercise any right hereunder,
or otherwise granted by law or another agreement shall not affect or
release the liability of any obligor, and shall not constitute a waiver of
such right unless so stated by the holder in writing. The holder may
enforce its rights against any Debtor or any property securing this note
without enforcing its rights against any other Debtor, property, or
indebtedness due or to become due to any Debtor. Each obligor agrees that
the holder shall have no responsibility for the collection or protection of
any property securing this note, and expressly consents that the holder may
from time to time, without notice, extend the time for payment of this
note, or any part thereof, waive its rights with respect to any property or
indebtedness, and release any other Debtor from liability, without
releasing such obligor from any liability to the holder. This note is
governed by Georgia law.
The term "obligor" means any party or other person signing this note,
whether as maker, endorser or otherwise. The term "Prime Rate", if used
herein, shall mean that rate of interest designated by Bank from time to
time as its "Prime Rate" which rate is not necessarily the Bank's best
rate. Each obligor agrees to be both jointly and severally liable hereon.
The term "holder" means Bank and any subsequent transferee or endorsee
hereof. The term "Debtor" means any obligor or any guarantor of this note.
The principal of this note will be disbursed in accordance with the
disbursement provision identified above and further described in the
additional provisions set forth on the reverse side hereof which are
incorporated herein by this reference.
PRESENTMENT AND NOTICE OF DISHONOR ARE HEREBY WAIVED BY EACH OBLIGOR.
Address: c/o City National Bank; P.O. Box 5737; Tallahassee, FL 32301
Name: /S/ William G. Smith, Jr.
Credit to:
Maturity Date: December 31, 1988
Account Number: 7787708
Renewal: Yes
Increase: $
Reduction: $
Officer Name: /s/ L. Nalley
Officer Number: 134
Treasurer Check Number:
Center Code: 121
[STAMP: Paid by Renewal, January 25, 1989, Loans and Discounts, Teller A,
Trust Company Bank, Atlanta]
Page 10 of 20
<PAGE>
SEPARATE ALL PARTS BEFORE SIGNING ENDORSEMENTS BELOW
ENDORSEMENTS
The undersigned assume(s) the responsibilities of an endorser under Georgia
law and, in addition, agree(s) to the provisions on the reverse side
binding obligors.
Address:
Telephone:
Address:
Telephone:
Address:
Telephone:
ADDITIONAL PROVISIONS
Single Disbursement Note. If the box on the reverse side has been checked
indicating that this is a Single Disbursement Note then the entire
principal is to be disbursed in a single disbursement which will be repaid
at maturity or as otherwise provided in this note.
Multiple Disbursement Master Note. If the box on the reverse side has been
checked indicating that this is a Multiple disbursement Master Note then
the principal will be disbursed, prior to maturity, in two or more
disbursements which in the aggregate will not exceed the principal amount
of this note set forth on the reverse side. Such disbursements will be
made at the sole discretion of the Bank unless the Bank has otherwise
specifically made a legally binding written commitment to make
disbursements hereunder. The principal disbursed pursuant to this
paragraph will be repaid at maturity or as otherwise provided in this note.
Multiple Disbursement Revolving Note. If the box on the reverse side has
been checked indicating that this is a Multiple Disbursement Revolving Note
then the principal will be disbursed, prior to maturity, in two or more
disbursements which in the aggregate will at no time exceed the principal
amount of this note set forth on the reverse side. Such disbursements will
be made at the sole discretion of the Bank unless the Bank has otherwise
specifically made a legally binding written commitment to make
disbursements hereunder. The principal disbursed pursuant to this
paragraph may be repaid in whole or in part prior to maturity and, if so
repaid, may be again borrowed and repaid from time to time prior to
maturity. The principal so disbursed will be repaid at maturity, or as
otherwise provided in this note. The repayment of any principal disbursed
pursuant hereto shall not affect the enforceability of this note as to any
future or other disbursements made hereunder.
If none of the boxes on the reverse side have been checked so that no
choice has been made with respect to the disbursement of this note, then
this note shall be deemed a Single Disbursement Note.
Page 11 of 20
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EXHIBIT B
SUNBANK
2nd CORRECTED COPY
PROMISSORY NOTE
$180,000.00
March 18, 1992
The undersigned (whether one or more hereinafter called "Maker"), jointly
and severally, promise(s) to pay to the order of Sun Bank, National
Association (herein called "Bank") at its offices located at Orlando,
Florida, ONE HUNDRED EIGHTY THOUSAND AND NO/100 DOLLARS ($180,000.00),
together with interest from the date hereof at the rate hereinafter
provided, in the following manner.
REPAYMENT SCHEDULE:
[x] Single Payment: Principal Due in Full on: March 31, 1993. Interest
Payable monthly beginning April 31, 1992
[ ] Installment Payment (including interest); in No.:
Period:
Installments of $________, commencing on _______, 19___ and on the same day
of each successive _______ thereafter, together with a FINAL PAYMENT of
$_______, due and payable on _________, 19___.
[ ] Installment Payment (plus interest):___________ __________
(No.) (Period)
Principal Installments of $__________, plus interest, commencing on
_________, 19_____, and on the same day of each successive __________
thereafter, together with a FINAL PAYMENT of $________, plus accrued
interest due and payable on __________, 19_____.
[ ] Multiple Payment: Principal and interest are payable as follows:
[STAMP: Florida Documentary Stamp Tax Required by Law in the Amount of
$576.00 has been paid or will be paid to the Department of Revenue.
Certificate of Registration #59-1424500-58-04.]
[ ] ON DEMAND: Principal payable ON DEMAND with interest payable _______,
commencing on _______, and each _____ thereafter.
THE INTEREST RATE IS AS FOLLOWS: [x] if checked here, the interest rate
provided herein shall be computed on the basis of a 360 day year and shall
be calculated for the actual number of days elapsed.
VARIABLE INTEREST RATE:
[ ] Not applicable
[x] Applicable, provided however, that the interest rate charged hereunder
shall never exceed the maximum rate allowed, from time to time, by law.
If applicable, the interest rate stated herein shall, from time to time,
automatically increase or decrease so that at all times it shall be
equivalent to (check appropriate box and complete):
[x] .50% over the annual interest rate announced by Sun Banks, Inc. from
time to time, as the prime rate (which interest rate is only a bench mark,
is purely discretionary and is not necessarily the best or lowest rate
charged borrowing customers of any subsidiary bank of Sun Banks, Inc.).
Any such change in prime rate will increase or decrease your periodic
interest payments. Any change in prime rate shall be effective at the
beginning of the business day on which such change is announced; or,
[ ] % over the _____________________________________________.
FIXED RATE: [ ] Applicable at ___% per annum, simple interest. [x] Not
Applicable
LATE CHARGE FEE: If a payment is late, you may be charged 5% of such
payment as a late charge. A payment which is not received on the due date
shall be deemed late.
SERVICE FEE: A service fee of the lesser of $50.00 or 2 percent of the
principal amount of this loan will be charged. The service fee charge will
not be refunded in the event of prepayment.
Sec. 664.07 LOANS: Loans in excess of $50,000 are made pursuant to Section
664.07 Florida Statutes.
In the event any installment of principal or interest or any part thereof
is not paid when it becomes due, or in the event of any default thereunder,
the principal sum remaining unpaid hereunder, together with all accrued and
past due interest thereon, shall immediately and without notice become due
and payable at the election of the holder at any time thereafter.
Notwithstanding any rate of interest provided herein, the interest rate on
any payment or payments of principal or interest, or any part thereof,
which is not made when due shall, thereafter, be at the maximum rate
allowed, from time to time, by law. Minimum interest of $10.00 on any
single payment loan or $15.00 on any installment loan will be charged.
This note is [x] SECURED [ ] UNSECURED (Notwithstanding the fact that this
note is marked "unsecured," Maker understands and agrees that any other
security interest the Bank now holds or may hereafter acquire from the
Maker may secure this note).
As security for the payment of this note, Maker has pledged or deposited
with Bank and hereby grants to Bank a security interest in the following
property: 15,000 Shares of Capital City Bank Group, Inc. stock (including
all cash, stock and other dividends and all rights to subscribe for
securities incident to, declared, or granted in connection with such
property and including any returned or unearned premiums from any insurance
financed hereunder), which property, together with all additions and
substitutions hereafter pledged or deposited with Bank is called the
Collateral. The Collateral is also pledged as security for all other
liabilities (primary, secondary, direct, contingent, sole, joint, or
several), due or to become due or which may be hereafter contracted or
acquired, of each Maker (including each Maker and any other person) to
Bank. The surrender of this note, upon payment or otherwise, shall not
affect the right of Bank to retain the Collateral for such other
liabilities.
Maker understands and agrees that the additional agreements and provisions
on the reverse side hereof, hereby incorporated by reference, constitute
agreements of the Maker and a part of this note. Maker acknowledges
receipt of a completed copy of this note.
NOTICE TO COSIGNER: You are being asked to guarantee this debt. Think
carefully before you do. If the borrower doesn't pay the debt, you will
have to. Be sure you can afford to pay if you have to, and that you want
to accept this responsibility.
You may have to pay up to the full amount of the debt if the borrower does
not pay. You may also have to pay late fees or collection costs, which
increase this amount.
The Bank can collect this debt from you without first trying to collect
from the borrower. The Bank can use the same collection methods against
you that can be used against the borrower, such as suing you, garnishing
your wages, etc. If this debt is ever in default, that fact may become a
part of your credit record.
This notice is not the contract that makes you liable for the debt.
ADDRESS: 1005 E. Park Avenue, Tallahassee, Florida 32301
/s/ William B. Smith, Jr. (SEAL)
Date: March 18, 1992
/s/ Paula P. Smith (SEAL)
Date: March 18, 1992
This space for Bank records only:
Proceeds: $179,424.00; Document Stamps: $576.00; Other Charges: N/A;
Note Amount: $180,000.00; Officer Initials: WD/slm #00330; Note Number:
8419108542 - 26/34; Account Number:_____; Service Fee: N/A [STAMP]
Page 12 of 20
<PAGE>
EXHIBIT C
SUNBANK
PROMISSORY NOTE
$97,912.44
August 1, 1992
The undersigned (whether one or more hereinafter called "Maker"), jointly
and severally, promise(s) to pay to the order of Sun Bank, National
Association (herein called "Bank") at its offices located at Orlando,
Florida, Ninety-seven thousand nine hundred twelve and 44/100--- Dollars
($97,912.44), together with interest from the date hereof at the rate
hereinafter provided, in the following manner.
REPAYMENT SCHEDULE:
[x] Single Payment: Principal due in full on July 30, 1993; Interest
Payable Quarterly beginning October 30, 1992.
[ ] Installment Payment (including interest): in No. Period:
Installments of $_____ commencing on _______, 19___, and on the same day of
each successive _____ thereafter, together with a FINAL PAYMENT of $_______
due and payable on _________, 19____.
[ ] Installment Payment (plus interest): No. and Period.
Principal installments of $_______ plus interest, commencing on _____,
19___, and on the same day of each successive _______ thereafter, together
with a FINAL PAYMENT of $______, plus accrued interest due and payable on
_______, 19__.
[ ] Multiple Payment: Principal and interest are payable as follows:
[ ] ON DEMAND: Principal payable ON DEMAND with interest payable
_________ commencing on _________ and each _____ thereafter.
THE INTEREST RATE IS AS FOLLOWS: [ ] if checked here, the interest rate
provided herein shall be computed on the basis of a 360 day year and shall
be calculated for the actual number of days elapsed.
VARIABLE INTEREST RATE:
[ ] Not applicable
[x] Applicable, provided however, that the interest rate charged hereunder
shall never exceed the maximum rate allowed, from time to time, by law.
If applicable, the interest rate stated herein shall, from time to time,
automatically increase or decrease so that at all times it shall be
equivalent to (check appropriate box and complete):
[x] .50% over the annual interest rate announced by Sun Banks, Inc., from
time to time, as the prime rate (which interest rate is only a bench mark,
is purely discretionary and is not necessarily the best or lowest rate
charged borrowing customers of any subsidiary bank of Sun Banks, Inc.).
Any such change in prime rate will increase or decrease your periodic
interest payments. Any change in prime rate shall be effective at the
beginning of the business day on which such change is announced; or,
[ ] % over the ______________________________________________.
FIXED RATE: [ ] Applicable at ___% per annum, simple interest. [x] Not
Applicable
LATE CHARGE FEE: If a payment is late, you may be charged 5% of such
payment as a late charge. A payment which is not received on the due date
shall be deemed late.
SERVICE FEE: A service fee of the lesser of $50.00 or 2 percent of the
principal amount of this loan will be charged. The service fee charge will
not be refunded in the event of prepayment.
Sec. 664.07 LOANS: Loans in excess of $50,000 are made pursuant to Section
664.07 Florida Statutes.
In the event any installment of principal or interest or any part thereof
is not paid when it becomes due, or in the event of any default thereunder,
the principal sum remaining unpaid hereunder, together with all accrued and
past due interest thereon, shall immediately and without notice become due
and payable at the election of the holder at any time thereafter.
Notwithstanding any rate of Interest provided herein, the interest rate on
any payment or payments of principal or interest, or any part thereof,
which is not made when due shall, thereafter, be at the maximum rate
allowed, from time to time, by law. Minimum interest of $10.00 on any
single payment loan or $15.00 on any installment loan will be charged.
This note is [x] SECURED [ ] UNSECURED (Notwithstanding the fact that this
note is marked "unsecured", Maker understands and agrees that any other
security interest the Bank now holds or may hereafter acquire from the
Maker may secure this note).
As security for the payment of this note Maker has pledged or deposited
with Bank and hereby grants to Bank a security interest in the following
property: 15,000 Shares of Capital City Bank Group, Inc. stock certificate
number #000057/5,000 shares, certificate #000058/5,000 shares, certificate
#000059/5,000 shares (including all cash, stock and other dividends and all
rights to subscribe for securities incident to, declared, or granted in
connection with such property and including any rturned or unearned
premiums from any insurance financed hereunder), which property, together
with all additions and substitutions hereafter pledged or deposited with
Bank is called the Collateral. The Collateral is also pledged as security
for all other liabilities (primary, secondary, direct, contingent, sole,
joint, or several), due or to become due or which may be hereafter
contracted or acquired, of each Maker (including each Maker and any other
person) to Bank. The surrender of this note, upon payment or otherwise,
shall not affect the right of Bank to retain the Collateral for such other
liabilities.
Maker understands and agrees that the additional agreements and provisions
on the reverse side hereof, hereby incorporated by reference, constitute
agreements of the Maker and a part of this note. Maker acknowledges
receipt of a completed copy of this note.
NOTICE TO COSIGNER: You are being asked to guarantee this debt. Think
carefully before you do. If the borrower doesn't pay the debt, you will
have to. Be sure you can afford to pay if you have to, and that you want
to accept this responsibility.
You may have to pay up to the full amount of the debt if the borrower does
not pay. You may also have to pay late fees or collection costs, which
increase this amount.
The Bank can collect this debt from you without first trying to collect
from the borrower. The Bank can use the same collection methods against
you that can be used against the borrower, such as suing you, garnishing
your wages, etc. If this debt is ever in default, that fact may become a
part of your credit record.
This notice is not the contract that makes you liable for the debt.
ADDRESS: 1005 E. Park Avenue, Tallahassee, Florida 32301
/s/ William G. Smith, Jr. (SEAL)
Date: August 1, 1992
/s/ Paula P. Smith (SEAL)
Date: August 1, 1992
This space for Bank records only:
Proceeds: $97,912.44 RENEWAL; Document Stamps: N/A; Other Charges:
; Note Amount: $97,912.44; Officer Initials: WD/slm #00330; Note Number:
8419108542/18;
Account Number: ; Service Fee: N/A.
Page 13 of 20
<PAGE>
If the variable interest rate is not applicable and if this note is payable
on demand. Bank reserves, and is hereby granted the right to adjust the
interest rate from time to time by furnishing Maker with written notice of
such adjusted rate, provided, however, that no such adjusted rate shall
exceed the maximum rate allowed, from time to time, by law.
Additions to, reductions or exchanges of, or substitutions for the
Collateral, payments on account of this note or increases of the same, or
other loans made partially or wholly upon the Collateral, may from time to
time, be made without affecting the provisions of this note.
If Bank deems itself insecure, or upon the happening of any of the
following events, each of which shall constitute a default hereunder, all
liabilities of each Maker to Bank shall thereupon or thereafter, at the
option of the Bank, without notice or demand, become due and payable: (a)
failure of any Obligor (which term shall mean and include each Maker,
endorser, surety and guarantor of this note) to perform any agreement
hereunder, to pay interest hereon when due or requested or demanded or to
pay any other liability whatsoever to Bank when due; (b) the death of any
Obligor; (c) the filing of any petition under the Bankruptcy Code, or any
similar federal or state statute, by or against any Obligor; (d) an
application for the appointment of a receiver or the making of a general
assignment for the benefit of creditors by, or the insolvency of any
Obligor; (e) the entry of a judgment against any Obligor; (f) the issuing
of any writ of attachment or writ of garnishment, or the filing of any
lien, against the property of any Obligor; (g) the taking of possession of
any substantial part of the property of any Obligor at the instance of any
governmental authority; (h) the dissolution, merger, consolidation, or
reorganization of any Obligor; (i) the assignment by any Maker of any
equity in any of the Collateral without the written consent of Bank.
Bank is hereby given a lien upon and a security interest in all property of
each Maker now or at any time hereafter in the possession of Bank in any
capacity whatsoever, including but not limited to any balance or share of
any deposit, trust, or agent account as security for the payment of this
note, and a similar lien upon and security interest in all such property of
each Maker as security for the payment of all other liabilities of each
Maker to Bank (including liabilities of each Maker and any other person);
and Bank shall have the same rights as to such property as it has with
respect to the Collateral.
If Bank deems itself insecure or upon the occurrence of any default
hereunder, Bank shall have the remedies of a secured party under the
Uniform Commercial Code and, without limiting the generality of the
foregoing, Bank shall have the right, immediately and without further
action by it, to set off against this note all money owed by Bank in any
capacity to each or any Obligor, whether or not due, and also to set off
against all other liabilities of each Maker to Bank all money owed by Bank
in any capacity to each or any Maker; and Bank shall be deemed to have
exercised such right of set-off and to have made a charge against any such
money immediately upon the occurrence of such default even though such a
charge is made or entered on the books of Bank subsequent thereto. Unless
the 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
Maker reasonable notice of the time and place of any public sale thereof or
of the time after which any private sale or any other intended disposition
thereof is to be made. The requirement of reasonable notice shall be met
if such notice is mailed, postage prepaid, to any Maker at the address
given below or at any other address shown on the records of the Bank, at
least five days before the time of the sale or disposition. Upon
disposition of any Collateral after the occurrence of any default
hereunder, Maker shall be and remain liable for any deficiency; and Bank
shall account to Maker for any surplus, but Bank shall have the right to
apply all or any part of such surplus (or to hold the same as a reserve
against) any and all other liability of each or any Maker to Bank. The
Obligors, jointly and severally, promise and agree to pay all costs and
expenses of collection and reasonable attorneys' fee, including costs,
expenses and reasonable attorneys' fees on appeal. If collected by legal
proceedings or through an attorney at law, Maker hereby waives any right to
a trial by jury in any civil action arising out of, or based upon, this
note or the Collateral.
Bank shall exercise reasonable care in the custody and preservation of the
Collateral to the extent required by applicable statute, and shall be
deemed to have exercised reasonable care if it takes such action for that
purpose as Maker shall reasonably request in writing, but no omission to do
any act not requested by Maker shall be deemed a failure to exercise
reasonable care, and no omission to comply with any request of Maker shall
of itself be deemed a failure to exercise reasonable care. Bank shall not
be bound to take any steps necessary to preserve any rights in the
Collateral against prior parties and Maker shall take all necessary steps
for such purposes. Bank or its nominee need not collect interest on or
principal of any Collateral or give any notice with respect to it.
If the Collateral shall at any time become unsatisfactory to Bank, Maker
shall within one day after demand pledge and deposit with Bank as part of
the Collateral additional property which is satisfactory to Bank.
Bank shall have the right, which may be exercised at any time whether or
not this note is due, to notify the Obligors on any collateral to make
payment to Bank on any amounts due or to become due thereon. In the event
of any default hereunder, Bank shall thereafter have, but shall not be
limited to, the following rights: (i) to pledge or transfer this note and
the Collateral and Bank shall thereupon be relieved of all duties and
responsibilities hereunder and relieved from any and all liability with
respect to any Collateral so pledged or transferred, and any pledgee or
transferee shall for all purposes stand in the place of Bank hereunder and
have all the rights of Bank hereunder; (ii) to transfer the whole or any
part of the Collateral into the name of itself or its nominee; (iii) to
vote the Collateral; (iv) to demand, sue for, collect, or make any
compromise or settlement it deems desirable with reference to the
Collateral; and (v) to take control of any proceeds of Collateral.
No delay or omission on the part of Bank in exercising any right hereunder
shall operate as a waiver of such right or of any other right under this
note. Presentment, demand, protest, notice of dishonor, and extension of
time without notice are hereby waived by each and every Obligor. Any
notice to Maker shall be sufficiently served for all purposes if placed in
the mail, postage prepaid, addressed to or left upon the premises at, the
address shown below or any other address shown on the Bank's records.
GUARANTY
In addition to the liability as endorsers, which the undersigned hereby
assumes, for value received and intending to be legally bound, the
undersigned (and if more than one, each of them jointly and severally) (a)
hereby become surety to the payee of the within note, its successors,
endorsees and assigns, for the payment of the within note, and hereby
unconditionally guarantee the payment of the within note and all extensions
or renewals thereof and all sums payable under or by virtue thereof
including, without limitation, all amounts of principal and interest and
all expenses (including attorney's fees) incurred in the collection
thereof, the enforcement of rights thereunder or with respect to any
security therefor and the enforcement hereof, and waive presentment,
demand, notice of dishonor, protest and all other notices whatsoever; and
(b) consent and agree (i) that all or any of the Collateral may be
exchanged, released, surrendered or sold from time to time, (ii) that the
payment of the note, or any of the liabilities of the Maker thereof, may be
extended or said note renewed any number of times and for any period
(whether or not longer than the original period of said note), (iii) that
the holder of said note may grant any releases, compromises or indulgences
with respect to said note or any extensions or renewals thereof or any
security therefor or to any party liable thereunder or hereunder (including
but not limited to failure or refusal to exercise one or more of the rights
or remedies provided by said note), and (iv) that any of the provisions of
said note may be modified; all without notice to or consent of and without
affecting the liability of the undersigned as endorsers and sureties, and
further consent and agree that any of the undersigned may be sued by the
holder hereof with or without joining any of the other endorsers or makers
of said note and without first or contemporaneously suing any such other
persons, or otherwise seeking or proceeding to collect from them or any of
them, and without first or contemporaneously undertaking to enforce any
rights with respect to any security.
The undersigned acknowledges have received and read the NOTICE TO CO-SIGNER
appearing on the reverse side hereof.
Date:_______________________________________________________
(Seal)
Date:_______________________________________________________
(Seal)
Date:_______________________________________________________
(Seal)
FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF $______ HAS
BEEN PAID OR WILL BE PAID DIRECTLY TO THE DEPARTMENT
OF REVENUE CERTIFICATE OF REGISTRATION #_______. [ ] RENEWAL NOTE STAMPS
ON ORIGINAL
Page 14 of 20
<PAGE>
HYPOTHECATION SECURITY AGREEMENT
Orlando, March 18, ________.
KNOW ALL MEN BY THESE PRESENTS that in consideration of any loan or other
financial accommodation heretofore or now or hereafter at any time made or
granted to William G. Smith, Jr. and Paula P. Smith, (hereinafter, whether
one or more, called "Borrower"), or to either or any Borrower (including
any made or granted to any Borrower and any other person) or to the
undersigned (or to either or any of the undersigned, if more than one), by
Sun Bank, National Association (hereinafter called "Bank," which shall
include its successors and assigns), the undersigned warrants to and agrees
with Bank that to secure the payment of the liabilities (hereinafter
defined) Bank has and shall have a lien upon, security title to, and a
security interest in the following property which has been or is hereby
pledged, assigned, or conveyed to, or deposited with or delivered to the
Bank: 15,000 shares of Capital City Bank Group, Inc. Stock, together with
all other property at any time delivered, pledged, assigned, conveyed, or
transferred by the undersigned, or any of them, to the Bank and any other
property of every kind or description of the undersigned, or any of them,
now or hereafter in the possession or under the control of Bank for any
reason, including all cash, stock, and other dividends and distributions
and all rights to subscribe for securities and all other rights incident
to, declared, or granted in connection with any property hereinabove
described or referred to (and all the foregoing may herein be called the
"Collateral".) As used herein, the term "liabilities" means and includes
all indebtedness, liabilities and obligations (primary, secondary, direct,
contingent, sole, joint or several) of each Borrower (including any
Borrower and any other person) or of the undersigned; or any of them, to
the Bank whether due or to become due and whether now or hereafter
contracted or existing. The undersigned waives notice of the contracting,
creation and existence of all and any of the liabilities.
Each of the undersigned, who has delivered, pledged, assigned or
transferred any property to the Bank warrants to the Bank that such
undersigned is the sole and lawful owner of such property, free of all
claims and liens other than the security interest hereunder, with full
right to deliver, pledge, assign, convey, and transfer such property to the
Bank as Collateral hereunder.
Bank shall exercise reasonable care, in the custody and preservation of the
Collateral to the extent required by applicable statute, and shall be
deemed to have exercised reasonable care if it takes such action for that
purpose as the undersigned (or if more than one, such of the undersigned as
the Bank shall have knowledge has an ownership interest in such Collateral)
shall reasonably request in writing but no omission to do any act not so
requested shall be deemed a failure to exercise reasonable care and no
omission to comply with any such request shall of itself be deemed a
failure to exercise reasonable care. Bank shall not be bound to take any
steps necessary to preserve any rights in the Collateral against prior
parties, and the undersigned shall take all necessary steps for such
purposes. Bank or its nominee need not collect interest on or principal of
any Collateral or give any notice with respect to it.
Bank shall have, but shall not be limited to, the following rights, each of
which may be exercised at any time and from time to time without notice to
the undersigned or any of the undersigned, whether or not any of the
liabilities is due: (1) to transfer all or any part of the Collateral into
the name of the Bank or its nominee at the expense of the undersigned with
or without disclosing that such Collateral is subject to the lien, security
title and security interest hereunder; (2) to notify the parties obligated
on any of the Collateral to make payment to Bank of any amounts due or to
become due thereon or thereunder; (3) to enforce collection of any of the
Collateral by suit or otherwise, and surrender, release or exchange all or
any part thereof, or make any compromise or settlement it deems desirable
with reference to any of the Collateral, or extend or renew from time to
time and for any period (whether or not longer than the original period)
any indebtedness evidenced thereby; and (4) to take possession and control
of any proceeds of the Collateral.
Bank may from time to time, without notice to the undersigned, or any of
them: (a) retain or obtain security title to or a security interest in any
property in addition to the Collateral to secure any of the liabilities;
(b) retain or obtain the primary or secondary obligation or liability of
any party or parties in addition to the undersigned, or any of them, with
respect to any of the liabilities; (c) extend or renew for any period
(whether or not longer than the original period) or exchange any of the
liabilities or release or compromise any of the liabilities or any party or
parties primarily or secondarily liable thereon; (d) release Bank's
security title to and security interest in all or any property, in addition
to the Collateral securing any of the liabilities and permit any
substitutions or exchange for any such properties; and (e) resort to the
Collateral for payment of any of the liabilities, whether or not Bank shall
have resorted to any other property or shall have proceeded against any
party, primarily or secondarily liable on any of the liabilities.
Upon non-payment when due (whether by declaration or otherwise) of any
amount payable on any of the liabilities, or upon the happening of any
event of default as defined in any note evidencing any of the liabilities
or in any other agreement or instrument securing or otherwise relating to
any of the liabilities, or upon the occurrence of any event giving Bank any
right to declare any of the liabilities due and payable, the Bank (i) shall
have and may exercise without demand any and all the rights and remedies
granted to a secured party upon default under the Uniform Commercial Code
or otherwise available to Bank, including those available under any of the
liabilities and under any promissory note or agreement or other written
instrument evidencing or securing or otherwise relating to any of the
liabilities or any security therefore; and (ii) may, without demand or
notice of any kind, appropriate and apply toward payment of such of the
liabilities, and in such order of application, as Bank may from time to
time elect, any balances, credits, deposits, accounts, items, or monies of
the undersigned, or any of them. If any notification of intended
disposition of any of the Collateral or of any other intended action is
required by law, such notification shall be deemed reasonably and properly
given if mailed at least five days before such disposition or other
intended action, postage prepaid, addressed to the undersigned (or if more
than one, to such of the undersigned as Bank shall have knowledge has an
ownership interest in such Collateral) either at the address of such
undersigned shown hereon, or at any other address of such undersigned
appearing on the records of the Bank. Any proceeds of any disposition of
any of the Collateral may be applied by Bank to the payment of expenses in
connection with the Collateral, including reasonable attorney's fees and
legal expenses, and any balance of such proceeds may be applied by Bank
toward the payment of such of the liabilities, and in such order of
application, as the Bank may from time to time elect. All rights and
remedies of the Bank expressed herein are in addition to all other rights
and remedies possessed by it, including those under any other agreement or
instrument relating to any of the liabilities or any security therefor. No
waiver by Bank of any of the rights or remedies or of any default shall
operate as a waiver of any other right or remedy or of any other default or
of the same right or remedy or of the same default on a future occasion.
No delay or omission on the part of Bank in exercising any right or remedy
shall operate as a waiver thereof, and no single or partial exercise by
Bank of any right or remedy shall preclude any other or further exercise
thereof or the exercise of any other right or remedy. No action of Bank
permitted hereunder or under any agreement or instrument relating to any of
the liabilities or any security therefor shall impair or affect the rights
of Bank in and to the Collateral. The singular when used herein shall
include the plural and the neuter shall include masculine and feminine. If
more than one party shall execute this agreement, the term "undersigned"
shall mean all parties signing this agreement and each of them, jointly and
severally.
This agreement shall be binding upon the heirs, executors, administrators
and assigns of each of the undersigned. This agreement has been delivered
in the State of Florida and shall be construed in accordance with the laws
of Florida.
IN WITNESS WHEREOF, this agreement has been duly executed as of the day and
year first above written.
(Address): 1005 East Park Avenue, Tallahassee, Florida 32301
/s/ William G. Smith, Jr. (Seal).
Page 15 of 20
<PAGE>
EXHIBIT D
TERM NOTE
THE BANK REFERRED TO IN THIS NOTE IS:
TRUST COMPANY BANK
Center Code: 121
One Park Place, N.E.
Atlanta, Georgia 30303
Date: December 31, 1993
The obligor promises to pay to the order of Bank the principal sum of
$480,000.00. The obligor will also pay interest from date until maturity
the Note Rate specified below. Should the obligor fail for any reason to
pay this note in full on the maturity date or on the date of acceleration
of payment, the obligor further promises to pay interest on the unpaid
amount from such date until the date of final payment at a Default Rate
equal to the Note Rate plus 4%. Should legal action or an attorney at law
be utilized to collect any amount due hereunder, the obligor further
promises to pay all costs of collection, including 15% of such unpaid
amount as attorney's fees. All amounts due hereunder may be paid at any
office of the Bank.
The Note Rate hereon shall be the prime rate of Bank from time to time in
effect. The note rate shall change on each day the Bank changes its prime
rate.
If not stated above, the Note Rate in effect on the date this note is
executed is 6.00%.
The amount of interest accruing and payable hereunder shall be calculated
by multiplying the principal balance outstanding each day by 1/360th of the
Note Rate on such day and adding together the daily interest amounts.
The principal and interest hereunder shall be payable as follows:
Principal and Interest shall be payable in six consecutive equal annual
payments of $75,000.00 each on December 31, 1994, December 31, 1995,
December 31, 1996, December 31, 1997, December 31, 1998 and December 31,
1999. The remaining balance of principal and interest shall be due and
payable on December 31, 2001.
All payments of principal and interest shall be applied first to accrued
but unpaid interest with the remainder, if any, to principal.
If any payment of principal or interest provided for herein remains wholly
or partially unpaid for more than fifteen (15) days after such payment was
due and payable, then obligor agrees to pay a late fee of five percent (5%)
of such payment, not to exceed the sum of fifty dollars ($50.00).
As security for the payment of this and any other liability of any obligor
to the holder, direct or contingent, irrespective of the nature of such
liability or the time it arises, each obligor hereby grants a security
interest to the holder in all property of such obligor in or coming into
the possession, control or custody of the holder, or in which the holder
has or hereafter acquires a lien, security interest, or other right. Upon
default, holder may, without notice, immediately take possession of and
then sell or otherwise dispose of the collateral, signing any necessary
documents as obligor's attorney in fact, and apply the proceeds against any
liability of obligor to holder. Upon demand, each obligor will furnish
such additional collateral and execute any appropriate documents related
thereto, deemed necessary by the holder for its security. Each obligor
further authorizes the holder, without notice, to set-off any deposit or
account and apply any indebtedness due or to become due from the holder to
the obligor in satisfaction of any liability described in this paragraph,
whether or not matured. The holder may, without notice, transfer or
register any property constituting security for this note into its or its
nominee name with or without any indication of its security interest
therein.
This note shall immediately mature and become due and payable, without
notice or demand, upon the filing of any petition or the commencement of
any proceeding by any Debtor for relief, under bankruptcy or insolvency
laws, or any law relating to the relief of debtors, readjustment of
indebtedness, debtor reorganization or composition or extension of debt.
Furthermore, this note shall, at the option of the holder, immediately
mature and become due and payable without notice or demand upon the
happening of any one or more of the following events: (l) nonpayment on
the due date of any amount due hereunder; (2) failure of any Debtor to
perform any other obligation to the holder; (3) failure of any Debtor to
pay when due any amount owed another creditor under a written agreement
calling for the payment of money; (4) the death or declaration of
incompetence of any Debtor; (5) a reasonable belief on the part of the
holder that any Debtor is unable to pay his obligations when due or is
otherwise insolvent; (6) the filing of any petition or the commencement of
any proceeding against any Debtor for relief under bankruptcy or insolvency
laws, or any law relating to the relief of debtors, readjustment of
indebtedness, debtor reorganization or composition or extension of debt
which petition or proceeding is not dismissed within 60 days of the date of
filing thereof; (7) the suspension of the transaction of the usual business
of any Debtor, or the dissolution, liquidation or transfer to another party
of a significant portion of the assets of any Debtor; (8) a reasonable
belief on the part of the holder that any Debtor has made a false
representation or warranty in connection with any loan by or other
transaction with any lender, lessor or other creditor; (9) the issuance or
filing of any levy, attachment, garnishment or lien against the property of
any Debtor which is not discharged within 15 days; (10) the failure of any
Debtor to satisfy immediately any final judgment, penalty or fine imposed
by a court or administrative agency of any government; (ll) failure of any
Debtor, after demand, to furnish financial information or to permit
inspection of any books or records; (12) any other act or circumstance
leading the holder to deem itself insecure.
The failure or forbearance of the holder to exercise any right hereunder,
or otherwise granted by law or another agreement, shall not affect or
release the liability of any obligor, and shall not constitute a waiver of
such right unless so stated by the holder in writing. The holder may
enforce its rights against any Debtor or any property securing this note
without enforcing its rights against any other Debtor, property, or
indebtedness due or to become due to any Debtor. Each obligor agrees that
the holder shall have no responsibility for the collection or protection of
any property securing this note, and expressly consents that the holder may
from time to time, without notice, extend the time for payment of this
note, or any part thereof, waive its rights with respect to any property or
indebtedness, and release any other Debtor from liability, without
releasing such obligor from any liability to the holder. This note is
governed by Georgia law.
The term "obligor" means any party or other person signing this note,
whether as maker, endorser or otherwise. The term "Prime Rate," if used
herein, shall mean that rate of interest designated by Bank from time to
time as its "Prime Rate," which rate is not necessarily the Bank's best
rate. Each obligor agrees to be both jointly and severally liable hereon.
The term "holder" means Bank and any subsequent transferee or endorsee
hereof. The term "Debtor" means any obligor or any guarantor of this note.
PRESENTMENT AND NOTICE OF DISHONOR ARE HEREBY WAIVED BY EACH OBLIGOR.
Address: Post Office Box 900, Tallahassee, Florida 32302
Name: 2 S Partnership
By: /s/ Robert H. Smith, General Partner
Name:
Account No.:
Credit To:
Treasurer Check Number:
Center Code: 121
Account Number:
Renewal:
Increase: $
Reduction: $
Officer Name: E. T. Summers
Office Number: 134
Page 16 of 20
<PAGE>
TRUST COMPANY BANK
Center Code: 039
Loan Operations Department
Post Office Box 4418
Atlanta, Georgia 30302
No.: 53237
Name and Address: 2 S Partnership, P.O. Box 900, Tallahassee, Florida
32302-0900
Amount: 20,000 Shs.
Description: Capital City Bank Group, Incorporated, Florida, Capital
Stock, RNO 2 S Partnership, CTF. #002540.
Receipt of the Collateral listed above is hereby acknowledged
TRUST COMPANY BANK
By: /s/ Susan C. Pelch (Loan Officer)
Center Code: 121
Date: 1/19/94
[STAMP: Owner's Receipt for Collateral Deposited]
SECURITY AGREEMENT
FOR VALUE RECEIVED, the undersigned (hereinafter individually and
collectively referred to as "Borrower") hereby sells, assigns and transfers
to TRUST COMPANY BANK (hereinafter referred to as "Bank") the securities
and instruments identified hereon, all rights accruing to Borrower in
connection with the ownership thereof, together with all interest,
dividends, distributions thereon, and substitutions therefor, and all
securities, instruments and other property at any time and from time to
time purchased with any proceeds thereof, and the proceeds of all of the
foregoing (all the aforementioned property hereinafter referred to as the
"collateral") to secure all existing and future obligations and
indebtedness of Borrower, or any one or more of them, to Bank, whether
individually or jointly with others, and whether direct or indirect, as
maker, endorser, guarantor, surety or otherwise, including 15% of all such
obligations and indebtedness as attorney's fees if collected by or through
an attorney at law.
The Bank may at any time transfer and re-register said collateral into its
name or the name of its nominee, but failure to do shall not be interpreted
to be a waiver of any interest, dividends or distributions thereon or of
any rights accruing to Borrower in connection with the ownership of the
collateral.
Should default occur in the payment of principal or interest on an
indebtedness hereby secured when due, or under any note or loan agreement
evidencing any such indebtedness, or should Bank deem itself insecure, then
in any such event Bank may at its option, without notice or demand of any
kind, sell or redeem (irrespective of redemption penalty) said collateral
or any part thereof, or exercise any other remedy or a secured party under
the Uniform Commercial Code. The rights and remedies granted herein are in
addition to and not in lieu of any additional remedies given in any note or
other written document evidencing any obligations or indebtedness of
Borrower, or any one or more of them, to the Bank.
Bank shall have no obligation of duty to collect or to present any of the
collateral for payment, redemption or conversion to another class or type
of security or to exercise any other right whatsoever with respect to the
collateral except pursuant to written instructions from Borrower. Borrower
agrees that Borrower will direct Bank as to specific action to take in the
event the issuer of any security or any other person takes action which
will give the owner of the collateral any choice to make with respect
thereto. In the event Borrower fails to direct Bank as above provided in
time to give Bank a reasonable time to act thereon, the Borrower will have
and make no claim against Bank's action or inaction.
The singular of all words used herein shall be deemed to include the
plural.
This Agreement shall be governed and construed in accordance with the laws
of the State of Georgia.
Given under hand and seal on the ____ day of ________, 19 ___.
(Seal)
(Seal)
Page 17 of 20
<PAGE>
TRUST COMPANY BANK
Center Code: 039
Loan Operations Department
Post Office Box 4418
Atlanta, Georgia 30302
No.: 40479
Name and Address: 2 S Partnership, P.O. Box 900, Tallahasseee, Florida
32302-0900
Amount: 2,512 Shs.
Description: Capital City Bank Group, Inc., Capital Stock, RNO 2 S
Partnership, CTF# 002352
Receipt of the Collateral listed above is hereby acknowledged
TRUST COMPANY BANK
By: /s/ Susan C. Pelch (Loan Officer)
Center Code: 121
Date: 9/24/93
[STAMP: Owner's Receipt for Collateral Deposited]
SECURITY AGREEMENT
FOR VALUE RECEIVED, the undersigned (hereinafter individually and
collectively referred to as "Borrower") hereby sells, assigns and transfers
to TRUST COMPANY BANK (hereinafter referred to as "Bank") the securities
and instruments identified hereon, all rights accruing to Borrower in
connection with the ownership thereof, together with all interest,
dividends, distributions thereon, and substitutions therefor, and all
securities, instruments and other property at any time and from time to
time purchased with any proceeds thereof, and the proceeds of all of the
foregoing (all the aforementioned property hereinafter referred to as the
"collateral") to secure all existing and future obligations and
indebtedness of Borrower, or any one or more of them, to Bank, whether
individually or jointly with others, and whether direct or indirect, as
maker, endorser, guarantor, surety or otherwise, including 15% of all such
obligations and indebtedness as attorney's fees if collected by or through
an attorney at law.
The Bank may at any time transfer and re-register said collateral into its
name or the name of its nominee, but failure to do shall not be interpreted
to be a waiver of any interest, dividends or distributions thereon or of
any rights accruing to Borrower in connection with the ownership of the
collateral.
Should default occur in the payment of principal or interest on an
indebtedness hereby secured when due, or under any note or loan agreement
evidencing any such indebtedness, or should Bank deem itself insecure, then
in any such event Bank may at its option, without notice or demand of any
kind, sell or redeem (irrespective of redemption penalty) said collateral
or any part thereof, or exercise any other remedy or a secured party under
the Uniform Commercial Code. The rights and remedies granted herein are in
addition to and not in lieu of any additional remedies given in any note or
other written document evidencing any obligations or indebtedness of
Borrower, or any one or more of them, to the Bank.
Bank shall have no obligation of duty to collect or to present any of the
collateral for payment, redemption or conversion to another class or type
of security or to exercise any other right whatsoever with respect to the
collateral except pursuant to written instructions from Borrower. Borrower
agrees that Borrower will direct Bank as to specific action to take in the
event the issuer of any security or any other person takes action which
will give the owner of the collateral any choice to make with respect
thereto. In the event Borrower fails to direct Bank as above provided in
time to give Bank a reasonable time to act thereon, the Borrower will have
and make no claim against Bank's action or inaction.
The singular of all words used herein shall be deemed to include the
plural.
This Agreement shall be governed and construed in accordance with the laws
of the State of Georgia.
Given under hand and seal on the ____ day of ________, 19 ___.
(Seal)
(Seal)
Page 18 of 20
<PAGE>
EXHIBIT E
SUNTRUST
SINGLE PAYMENT NOTE
(Nondisclosure)
[x] Single Disbursement Note
[ ] Multiple Disbursement Master Note
[ ] Multiple Disbursement Revolving Note
(For Explanation See Reverse Side)
Date: December 29, 1995
The "Bank" Referred to In this Note is:
Sun Trust Bank, Atlanta
Center Code: 121
One Park Place, N.E.
Atlanta, Georgia 30303
366 days after date, the obligor promises to pay to the order of Bank the
principal sum of $261,000.00. The Obligor will also pay interest upon the
unpaid principal balance from date until maturity at the Note Rate
specified below. Interest payments will be due on Quarterly beginning
March 31, 1996 and upon maturity. Should the obligor fail for any reason
to pay this note in full on the maturity date or on the date of
acceleration of payment, the obligor further promises to pay (a) interest
on the unpaid amount from such date until the date of final payment at a
Default Rate equal to the Note Rate plus 4%, and (b) a late fee equal to
five percent (5%) of any amount that remains wholly or partially unpaid for
more than fifteen (15) days after such amount was due and payable, not to
exceed the sum of fifty dollars ($50.00). Should legal action or an
attorney at law be utilized to collect any amount due hereunder, the
obligor further promises to pay all costs of collection, including 15% of
such unpaid amount as attorney's fees. All amounts due hereunder may be
paid at any office of Bank.
The Note Rate hereon shall be the prime rate of the Bank from time to time
in effect. The note rate shall change on each day the Bank changes its
prime rate.
If not stated above, the Note Rate in effect on the date this note is
executed is 8.75%.
The amount of interest accruing and payable hereunder shall be calculated
by multiplying the principal balance outstanding each day by 1/360th of the
Note Rate on such day and adding together the daily interest amounts. The
principal balance of this note shall conclusively be deemed to be the
unpaid principal balance appearing on the Bank's records unless such
records are manifestly in error.
As security for the payment of this and any other liability of any obligor
to the holder, direct or contingent, irrespective of the nature of such
liability or the time it arises, each obligor hereby grants a security
interest to the holder in all property of such obligor in or coming into
the possession, control or custody of the holder, or in which the holder
has or hereafter acquires a lien, security interest, or other right. Upon
default, holder may, without notice, immediately take possession of and
then sell or otherwise dispose of the collateral, signing any necessary
documents as obligor's attorney in fact, and apply the proceeds against any
liability of obligor to holder. Upon demand, each obligor will furnish
such additional collateral and execute any appropriate documents related
thereto, deemed necessary by the holder for its security. Each obligor
further authorizes the holder, without notice, to set-off any deposit or
account and apply any indebtedness due or to become due from the holder to
the obligor in satisfaction of any liability described in this paragraph,
whether or not matured. The holder may, without notice, transfer or
register any property constituting security for this note into its or its
nominee name with or without any indication of its security interest
therein.
This note shall immediately mature and become due and payable without
notice or demand, upon the filing of any petition or the commencement of
any proceeding by any Debtor for relief under bankruptcy or insolvency
laws, or any law relating to the relief of debtors, readjustment of
indebtedness, debtor reorganization, or composition or extension of debt.
Furthermore, this note shall, at the option of the holder, immediately
mature and become due and payable, without notice or demand, upon the
happening of any one or more of the following events: (1) nonpayment on
the due date of any amount due hereunder; (2) failure of any Debtor to
perform any other obligation to the holder; (3) failure of any Debtor to
pay when due any amount owed another creditor under a written agreement
calling for the payment of money; (4) the death or declaration of
incompetence of any Debtor; (5) a reasonable belief on the part of the
holder that any Debtor is unable to pay his obligations when due or is
otherwise insolvent; (6) the filing of any petition or the commencement of
any proceeding against any Debtor for relief under bankruptcy or insolvency
laws, or any law relating to the relief of debtors, readjustment of
indebtedness, debtor reorganization, or composition of extension of debt,
which petition or proceeding is not dismissed within 60 days of the date of
filing thereof; (7) the suspension of the transaction of the usual business
of any Debtor, or the dissolution, liquidation or transfer to another party
of a significant portion of the assets of any Debtor; (8) a reasonable
belief on the part of the holder that any Debtor has made a false
representation or warranty in connection with any loan by or other
transaction with any lender, lessor or other creditor; (9) the issuance or
filing of any levy, attachment, garnishment, or lien against the property
of any Debtor which is not discharged within 15 days; (10) the failure of
any Debtor to satisfy immediately any final judgment, penalty or fine
imposed by a court or administrative agency of any government; (ll) failure
of any Debtor, after demand, to furnish financial information or to permit
inspection of any books or records; (12) any other act or circumstance
leading the holder to deem itself insecure.
The failure or forbearance of the holder to exercise any right hereunder,
or otherwise granted by law or another agreement shall not affect or
release the liability of any obligor, and shall not constitute a waiver of
such right unless so stated by the holder in writing. The holder may
enforce its rights against any Debtor or any property securing this note
without enforcing its rights against any other Debtor, property, or
indebtedness due or to become due to any Debtor. Each obligor agrees that
the holder shall have no responsibility for the collection or protection of
any property securing this note, and expressly consents that the holder may
from time to time, without notice, extend the time for payment of this
note, or any part thereof, waive its rights with respect to any property or
indebtedness, and release any other Debtor from liability, without
releasing such obligor from any liability to the holder. This note is
governed by Georgia law.
The term "obligor" means any party or other person signing this note,
whether as maker, endorser or otherwise. The term "Prime Rate", if used
herein, shall mean that rate of interest designated by Bank from time to
time as its "Prime Rate" which rate is not necessarily the Bank's best
rate. Each obligor agrees to be both jointly and severally liable hereon.
The term "holder" means Bank and any subsequent transferee or endorsee
hereof. The term "Debtor" means any obligor or any guarantor of this note.
The principal of this note will be disbursed in accordance with the
disbursement provision identified above and further described in the
additional provisions set forth on the reverse side hereof which are
incorporated herein by this reference.
PRESENTMENT AND NOTICE OF DISHONOR ARE HEREBY WAIVED BY EACH OBLIGOR.
Address: P.O. Box 900, Tallahassee, FL 32302
Name: 2 S Partnership
By: /s/ Robert H. Smith, General Partner
Name:
Credit to:
Maturity Date: December 29, 1996
Treasurer Check Number:
Center Code: 121
Account Number:
Renewal:
Increase: $
Reduction: $
Officer Name: /s/ E.T. Summers
Officer Number: 134
Page 19 of 20
<PAGE>
TRUST COMPANY BANK
Center Code:
Loan Operations Department
Post Office Box 4418
Atlanta, Georgia 30302
No.: 37693
Name and Address: 2 S Partnership, P.O. Box 900, Tallahassee, Florida
32302-0900
Amount: 20,000 Shs.
Description: Capital City Bank Group, Incorporated, Tallahassee, Florida,
Capital Stock, RNO 2 S Partnership, CTF # 002709
Receipt of the Collateral listed above is hereby acknowledged
TRUST COMPANY BANK
By: /s/ Sherry Sikes (Signature of Loan Officer)
Center Code: 121
Date: 12/6/94
[STAMP: Owner's Receipt for Collateral Deposited]
SECURITY AGREEMENT
FOR VALUE RECEIVED, the undersigned (hereinafter individually and
collectively referred to as "Borrower") hereby sells, assigns and transfers
to TRUST COMPANY BANK (hereinafter referred to as "Bank") the securities
and instruments identified hereon, all rights accruing to Borrower in
connection with the ownership thereof, together with all interest,
dividends, distributions thereon, and substitutions therefor, and all
securities, instruments and other property at any time and from time to
time purchased with any proceeds thereof, and the proceeds of all of the
foregoing (all the aforementioned property hereinafter referred to as the
"collateral") to secure all existing and future obligations and
indebtedness of Borrower, or any one or more of them, to Bank, whether
individually or jointly with others, and whether direct or indirect, as
maker, endorser, guarantor, surety or otherwise, including 15% of all such
obligations and indebtedness as attorney's fees if collected by or through
an attorney at law.
The Bank may at any time transfer and re-register said collateral into its
name or the name of its nominee, but failure to do shall not be interpreted
to be a waiver of any interest, dividends or distributions thereon or of
any rights accruing to Borrower in connection with the ownership of the
collateral.
Should default occur in the payment of principal or interest on an
indebtedness hereby secured when due, or under any note or loan agreement
evidencing any such indebtedness, or should Bank deem itself insecure, then
in any such event Bank may at its option, without notice or demand of any
kind, sell or redeem (irrespective of redemption penalty) said collateral
or any part thereof, or exercise any other remedy or a secured party under
the Uniform Commercial Code. The rights and remedies granted herein are in
addition to and not in lieu of any additional remedies given in any note or
other written document evidencing any obligations or indebtedness of
Borrower, or any one or more of them, to the Bank. Bank shall have no
obligation of duty to collect or to present any of the collateral for
payment, redemption or conversion to another class or type of security or
to exercise any other right whatsoever with respect to the collateral
except pursuant to written instructions from Borrower. Borrower agrees
that Borrower will direct Bank as to specific action to take in the event
the issuer of any security or any other person takes action which will give
the owner of the collateral any choice to make with respect thereto. In
the event Borrower fails to direct Bank as above provided in time to give
Bank a reasonable time to act thereon, the Borrower will have and make no
claim against Bank's action or inaction.
The singular of all words used herein shall be deemed to include the
plural.
This Agreement shall be governed and construed in accordance with the laws
of the State of Georgia.
Given under hand and seal on the ____ day of ________, 19 ___.
(Seal)
(Seal)
Page 20 of 20
