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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) SEPTEMBER 11, 1995
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GREENE COUNTY BANCSHARES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
TENNESSEE
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(State or Other Jurisdiction of Incorporation)
0-14289 62-1222567
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(Commission File Number) (I.R.S. Employer Identification No.)
MAIN AND DEPOT STREETS, GREENEVILLE, TENNESSEE 37743
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(Address of Principal Executive Offices) (Zip Code)
615/639-5111
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On September 11, 1995, Greene County Bancshares, Inc.
("Company") entered into a Stock Purchase Agreement with
William C. Adams, Sr., Ann S. Adams and William C. Adams, Jr.,
(collectively the "Sellers"), the sole shareholders of Premier
Bancshares, Inc. ("PBI"), the one bank holding company for
Premier Bank of East Tennessee, Niota, Tennessee. The
Agreement provides for the Company's acquisition from the
Sellers of 100% of the outstanding shares of PBI for a
purchase price of $3,140,000. The purchase price shall be
paid by (i) cash of $8,582 at closing, (ii) cash of $700,000
payable at closing or on January 15, 1996, whichever is later,
and (iii) the Company's promissory notes to the Sellers in the
aggregate principal amounts of $2,431,418.
The purchase price is a result of arms-length negotiations
between the Company and the Sellers, with the final purchase
price being approved by the Board of Directors of the Company
based on its knowledge of the financial institutions industry
and comparable prices being paid for financial institutions
similar to PBI. The source of funds for payment of the
purchase price will be cash on hand of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) The following exhibit is furnished in accordance with the
provisions of Item 601 of Regulation S-K:
Exhibit 99 - Stock Purchase Agreement by and between
Greene County Bancshares, Inc. and William C.
Adams, Sr.; Ann S. Adams; and William C.
Adams, Jr., dated September 11, 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GREENE COUNTY BANCSHARES, INC.
Date: September 22, 1995 By: /s/ Stan Puckett
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Stan Puckett, President
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STOCK PURCHASE AGREEMENT
by and between
GREENE COUNTY BANCSHARES, INC.
and
WILLIAM C. ADAMS, SR.;
ANN S. ADAMS;
and WILLIAM C. ADAMS, JR.
Dated September 11, 1995
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TABLE OF CONTENTS
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Section 1. DESCRIPTION OF TRANSACTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(a) The Purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(b) Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(c) The Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(d) Deliveries at The Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(e) Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 2. REPRESENTATIONS AND WARRANTIES OF
THE PURCHASER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(a) Corporate Organization, Standing and Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(b) Binding Effect of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(c) No Broker or Finder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 3. REPRESENTATIONS AND WARRANTIES OF SELLERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(a) PBI Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(b) Corporate Organization, Standing and Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(c) Authority; Binding Effect of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(d) No Breach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(e) Capitalization of PBI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(f) Capitalization of the Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(g) Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(h) Absence of Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(i) Required Regulatory Filings by PBI and the Bank . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(j) No Broker or Finder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(k) Loan Loss Reserves and Capital Adequacy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(l) Sole Agreement to Merge or Sell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(m) Litigation, Claims and Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(n) Title to Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(o) Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(p) Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(q) Forward Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(r) Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(s) Labor Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(t) Marketability of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(u) Interested Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(v) Material Contracts or Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(w) Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
(x) Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
(y) Representations Not Misleading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
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Section 4. MUTUAL COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
(a) Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
(b) Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
(c) Investigation; Access to Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 5. COVENANTS OF PURCHASER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(a) Notice of Actual or Threatened Breach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(b) Employee Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 6. COVENANTS OF SELLERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(a) Articles of Incorporation and Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(b) Notice of Actual or Threatened Breach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(c) Regulatory and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(d) Ordinary Course of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(e) Accounting Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(f) No Changes in Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(g) No Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(h) Sole Agreement to Merge or Sell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
(i) Employee Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 7. CONDITIONS PRECEDENT TO PURCHASER'S
OBLIGATION TO CONSUMMATE THE PURCHASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
(a) Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
(b) Covenants Observed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
(c) No Material Adverse Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(d) Access to Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(e) Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(f) Government Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(g) No Injunction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(h) Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(i) PBI Shares Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(j) Employment/Noncompetition Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(k) Resignation/Noncompetition Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(l) Environmental Audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 8. CONDITIONS PRECEDENT TO SELLERS'
OBLIGATIONS TO CONSUMMATE THE PURCHASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(a) Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(b) Covenants Observed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(c) Officer's Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(d) Employment/Non-competition Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
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Section 9. ABANDONMENT, BREACH AND TERMINATION;
PAYMENT OF EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(a) Abandonment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(b) Breach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(c) Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 10. GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
(a) Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
(b) Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
(c) Extensions and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
(d) Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(e) Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(f) Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(g) Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(h) Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(i) Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(j) Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(k) Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(l) Specific Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Exhibits A - M Purchaser Notes
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STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is made this 11th day of
September, 1995, by and between GREENE COUNTY BANCSHARES, INC., a corporation
organized under Tennessee law with its principal offices in Greeneville,
Tennessee ("Purchaser") and William C. Adams, Sr., a resident of Knoxville,
Tennessee; Ann S. Adams, a resident of Knoxville, Tennessee; and William C.
Adams, Jr., a resident of Athens, Tennessee (collectively, the "Sellers").
R E C I T A L S:
A. Sellers are the sole shareholders of Premier Bancshares, Inc.
("PBI"), the one bank holding company for Premier Bank of East Tennessee,
Niota, Tennessee (the "Bank"), which is wholly-owned by PBI. There are 50,000
shares of PBI common stock issued and outstanding ("PBI Stock"), and William C.
Adams, Sr. owns 30,105 shares of PBI Stock, Ann S. Adams owns 16,210 shares of
PBI Stock, and William C. Adams, Jr. owns 3,685 shares of PBI Stock.
B. Purchaser desires to purchase Sellers' shares of PBI Stock and
Sellers desire to sell to Purchaser all their respective shares of PBI Stock
(the "Purchase"), subject to the terms of this Agreement.
NOW, THEREFORE, in consideration of these recitals and the mutual
promises, representations, covenants and actions hereinafter set forth, the
parties hereto, each intending to be legally bound hereby, agree as follows:
SECTION 1. DESCRIPTION OF TRANSACTION.
(A) THE PURCHASE. Subject to the satisfaction (or lawful waiver)
of all of the conditions to the obligations of the Parties to this Agreement,
on the Closing Date of the Purchase (as defined in this Section 1), Purchaser
shall purchase from the Sellers and the Sellers
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shall sell and deliver to Purchaser all of Sellers' PBI Stock for the
consideration specified in this Section 1.
(B) PURCHASE PRICE.
(i) The Purchaser shall pay to the Sellers $3,140,000
(the "Purchase Price") in the following manner:
(1) At Closing, delivery of cash in the amount of
$8,582 payable by wire transfer or delivery
of other immediately available funds;
(2) At Closing or on January 15, 1996, whichever
is later, delivery of cash in the amount of
$700,000 payable by wire transfer or delivery
of other immediately available funds; and
(3) At Closing, delivery of Purchaser's
promissory notes (the "Purchaser Notes"") in
the form of Exhibits A through M attached
hereto in the aggregate principal amount of
$2,431.418.
(ii) The Purchase Price shall be allocated among the
Sellers in the following manner:
(1) $708,582 in cash shall be delivered jointly
to W.C. Adams, Sr. and Ann S. Adams;
(2) Seven Purchaser Notes in the aggregate
principal amount of $2,200,000 shall be
delivered to and made payable jointly to W.C.
Adams, Sr. and Ann S. Adams;
(3) Six Purchaser Notes in the aggregate
principal amount of $231,418 shall be
delivered to and made payable to William C.
Adams, Jr.
(C) THE CLOSING. The closing of the Purchase (the "Closing") shall
take place at the main office of the Bank on the last business day of the month
during which the last of any required waiting periods associated with
regulatory approvals of the Purchase shall have expired, but in no event before
the conditions contained in this Agreement shall have been fulfilled or waived,
or such other date and at such other place as Purchaser and the Sellers may
mutually determine (the "Closing Date").
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(D) DELIVERIES AT THE CLOSING. At the Closing, (i) the Sellers will
deliver to the Purchaser the various certificates, instruments, and documents
referred to in Section 7 below, (ii) the Purchaser will deliver to the Sellers
the various certificates, instruments and documents referred to in Section 8
below, (iii) each of the Sellers will deliver to the Purchaser stock
certificates representing all of his of or shares of PBI Stock, endorsed in
blank or accompanied by duly executed assignment documents; and (iv) the
Purchaser will deliver to each of the Sellers the Purchase Price specified in
Section 1(b) above.
(E) EXPENSES. Except as set forth herein, each party to this
Agreement and the transactions contemplated herein will pay its own expenses in
connection herewith.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF
THE PURCHASER
As an inducement to Sellers to enter into this Agreement, the Purchaser
represents and warrants to the Sellers as follows:
(A) CORPORATE ORGANIZATION, STANDING AND AUTHORITY. The Purchaser
is a corporation duly organized and validly existing under the laws of the
State of Tennessee, and has all requisite power and authority to own, lease and
operate its properties and the corporate power to carry on its businesses as
now and where being conducted. It has the full corporate power, authority and
legal right to execute and deliver this Agreement and to consummate the
transactions and perform its obligations contemplated by this Agreement.
(B) BINDING EFFECT OF AGREEMENT. The Board of Directors of
Purchaser at a lawfully convened meeting, has approved the Purchase, authorized
the execution of this Agreement and have taken or will take all such other
action as is required by law, its Articles of Incorporation, its Bylaws or any
indenture or other agreement to which it is a party. When executed and
delivered, this Agreement will constitute the valid and binding obligations of
Purchaser, enforceable against Purchaser in accordance with its terms (except
as such enforceability may
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be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or
similar laws from time to time in effect which affect creditors' rights
generally and by legal and equitable limitations on the availability of
injunctive relief, specific performance and other equitable remedies).
(C) NO BROKER OR FINDER. No broker or finder or other party or
agent performing similar functions has been retained by Purchaser or is
entitled to be paid based upon any agreements, arrangements or understandings
made by Purchaser in connection with the transactions contemplated by this
Agreement and no brokerage fee or other commission has been agreed to be paid
by Purchaser on account of the transactions contemplated hereby. Purchaser
agrees to indemnify and hold Sellers harmless for such fees, if any, incurred
by Sellers in connection with the transactions contemplated herein.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF SELLERS.
As an inducement to Purchaser to enter into this Agreement, Sellers,
jointly and severally, represent and warrant to Purchaser as follows:
(A) PBI STOCK. Except as disclosed in the Exception Letter delivered
herewith, (i) each Seller holds of record and owns beneficially the number of
shares of PBI Stock set forth by his or her name in Recital A above, free and
clear of any restrictions on transfer, taxes, mortgages, pledges, liens,
encumbrances, charges, security interests, options, warrants, purchase rights,
contracts, commitments, equities, claims and demands; (ii) the Sellers are not
collectively nor is any Seller individually parties or party to any option,
warrant, purchase right, or other contract or commitment, that could require
the Sellers or a Seller to sell, transfer, or otherwise dispose of any PBI
stock, other than pursuant to this Agreement; and (iii) no Seller is a party to
any voting trust, proxy, or other agreement or understanding with respect to
the voting of any shares of PBI Stock.
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(B) CORPORATE ORGANIZATION, STANDING AND POWER. PBI is a
corporation duly organized and validly existing under the laws of the State of
Tennessee. The Bank is a banking corporation duly organized and validly
existing under the laws of the state of Tennessee. PBI and the Bank have all
requisite power and authority to own, lease and operate their respective
properties and the corporate power to carry on their respective businesses as
now and where being conducted. PBI and the Bank are qualified to do business
to the extent required by law in all states where they transact business.
Copies of the Articles of Incorporation and Bylaws of PBI and the Bank, as
amended, (certified to be correct by a duly authorized officer) have been
delivered to Purchaser and are complete and correct as of the date hereof. The
minute books of PBI and the Bank contain a complete and accurate record of all
meetings held and all corporate actions taken by the shareholders, the Boards
of Directors and all committees of the Boards of Directors of PBI and the Bank.
(C) AUTHORITY; BINDING EFFECT OF AGREEMENT. The Sellers have full
power and authority to execute and deliver this Agreement and to consummate the
transactions and perform their obligations contemplated by this Agreement.
When executed and delivered, this Agreement will constitute the valid and
binding obligation of the Sellers, enforceable against the Sellers, in
accordance with its terms (except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws
from time to time in effect which affect creditors' rights generally and by
legal and equitable limitations on the availability of injunctive relief,
specific performance and other equitable remedies).
(D) NO BREACH. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby will (i)
violate any provision of the Articles of Incorporation or Bylaws of the PBI or
the Bank, or (ii) except as disclosed in the Exception Letter delivered
herewith, violate or require any consent under any judgment, order, injunction,
decree, award or agreement against or binding upon any of the Sellers, PBI or
the Bank or upon the securities, property or business of any of the Sellers,
PBI or the Bank, which violation or failure to obtain consent would preclude
the Purchase or otherwise have a Material Adverse Effect upon PBI or the Bank.
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(E) CAPITALIZATION OF PBI. The authorized capital stock of PBI
consists of 2,000,000 shares of common stock, $5.00 par value per share, and as
of the date hereof, 50,000 shares of PBI Stock are issued and outstanding, all
of which are validly issued and fully paid and non-assessable and all of which
are held by the Sellers in the amounts provided in Recital A above. There are
no outstanding securities or other obligations which are convertible into PBI
Stock, and there are no outstanding options, warrants, rights, calls, puts or
other commitments of any nature which entitle the holder, upon exercise
thereof, to be issued PBI Stock or any other equity security of PBI. PBI has
no subsidiaries other than the Bank.
(F) CAPITALIZATION OF THE BANK. The authorized capital stock of the
Bank consists of 2000 shares of common stock, $25.00 par value per share, and
as of the date hereof, 2000 shares of Bank common stock are issued and
outstanding, all of which are validly issued and fully paid and nonassessable
and all of which are held by PBI. There are no outstanding securities or other
obligations which are convertible into Bank common stock, and there are no
outstanding options, warrants, rights, calls, puts or other commitments of any
nature which entitle the holder, upon exercise thereof, to be issued Bank
common stock or any other equity security of the Bank. The Bank has no
subsidiaries.
(G) FINANCIAL STATEMENTS. Sellers have delivered to Purchaser
copies of all quarterly reports of condition and income ("Call Reports") filed
with the Federal Deposit Insurance Corporation ("FDIC") by the Bank since
January 1, 1990. Sellers have also delivered to Purchaser all regulatory
financial reports filed by PBI with the Federal Reserve System since January 1,
1990 ("Financial Reports"). The foregoing Call Reports and Financial Reports
have been prepared in accordance in all material respects with the FDIC's and
the Federal Reserve System's respective Instructions for the Preparation of
Reports of Call Reports and Financial Reports, and fairly and accurately
present the financial position and results of operations of PBI and the Bank as
of such dates and for the periods indicated. There are no obligations or
liabilities of PBI and the Bank, whether absolute, accrued or contingent
(including without limitation, unfunded obligations under employee benefit
plans or arrangements or liabilities for federal, state, local or foreign taxes
or assessments) which were or will be required to be
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reflected or disclosed in the Call Reports or Financial Reports and which if
not so reflected or disclosed therein would in the aggregate have a Material
Adverse Effect on PBI or the Bank.
(H) ABSENCE OF CHANGES. Since December 31, 1994, (i) PBI and the
Bank have continued actively in the conduct of their business in the ordinary
course; (ii) there has been no adverse change in the financial condition,
results of operations, business, operations or prospects of PBI or the Bank
which has had a Material Adverse Effect; (iii) there has been no transfer,
sale, pledge or mortgage of any properties or assets of PBI or the Bank except
in the ordinary course of business; and (iv) PBI and the Bank have not
incurred, assumed or guaranteed any borrowing nor issued any letters of credit
that are not in the ordinary course of business.
(I) REQUIRED REGULATORY FILINGS BY PBI AND THE BANK. PBI and the
Bank have filed all required reports with the applicable federal regulatory
agencies, and PBI and the Bank have not been notified that any such reports
were deficient in any material respect as to form or content and PBI and the
Bank have no knowledge of any fact or circumstance which would cause any
regulatory agency to so regard such filings. True and correct copies of all
reports filed by PBI and the Bank after June 30, 1995, with the FDIC and the
Federal Reserve and any other applicable governmental agencies will be
delivered to Purchaser promptly after the filing thereof to the extent
permitted by the applicable governmental agency.
(J) NO BROKER OR FINDER. No broker or finder or other party or
agent performing similar functions has been retained by Sellers or is entitled
to be paid based upon any agreements, arrangements, or understandings made by
Sellers in connection with the transactions contemplated by this Agreement and
no brokerage fee or other commission has been agreed to be paid by Sellers on
account of the transactions contemplated hereby. Sellers agree to indemnify
and hold Purchaser harmless for such fees, if any, incurred by Sellers in
connection with the transaction contemplated herein.
(K) LOAN LOSS RESERVES AND CAPITAL ADEQUACY. Since December 31,
1994, PBI and the Bank have been and are in compliance with laws and
regulations of all appropriate regulatory
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agencies as to capital adequacy, and no reports, letters, orders, examinations
or other communications have been received by PBI or the Bank from the FDIC,
the Federal Reserve or the Tennessee Department of Financial Institutions, or
their designees, which question or criticize, in any material respect, the
adequacy or amount of the loan loss reserves or the capital adequacy of the
Bank.
(L) SOLE AGREEMENT TO MERGE OR SELL. The Sellers, PBI and the
Bank are not parties to any other purchase, merger or business combination
agreement, letter of intent, agreement of sale, or other agreement obligating
it or them to sell or authorize the sale of assets or stock of PBI or the Bank
or to allow PBI or the Bank to merge with, or to be acquired in any other
manner by, any other entity or person or to any other discussions concerning
any direct or indirect acquisition or purchase of shares of PBI or the Bank.
(M) LITIGATION, CLAIMS AND OBLIGATIONS. Except as disclosed in
the Exception Letter delivered herewith, there is no material litigation,
proceeding or governmental investigation pending or, to the best of Sellers'
knowledge, threatened against PBI or the Bank or the properties or business of
PBI or the Bank, or as to the transactions contemplated by this Agreement; and
neither PBI nor the Bank is a party to or subject to the provisions of any
regulatory letter (formal or informal), regulatory order, judicial decree,
judgment or order of any governmental agency, the performance or enforcement of
which would have a Material Adverse Effect on PBI or the Bank.
(N) TITLE TO PROPERTIES. PBI and the Bank have good and
marketable title to all the properties, interests in properties and assets,
real and personal, reflected in their respective Call Report and Financial
Report as of December 31, 1994, or acquired after December 31, 1994 (except
properties and interests in properties and assets sold or otherwise disposed of
since December 31, 1994, in the ordinary course of business), free and clear of
all mortgages, liens, pledges, charges and other encumbrances and
imperfections, except for such defects in title which would not in the
aggregate have a Material Adverse Effect on PBI or the Bank. The structures
and equipment of PBI and the Bank comply with the requirements of all
applicable
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federal, state or local laws, regulations, ordinances or orders of any
governmental authority, including, but not limited to, those relating to
zoning, building or use permits and the Americans With Disabilities Act. All
such structures, equipment and tangible personal property are in good repair
and operating order, ordinary wear and tear excepted. All leases pursuant to
which PBI or the Bank leases any real or personal property are valid and
subsisting, and there is not, as of the date of this Agreement, under any of
such leases any material default by PBI or the Bank, or by any other party,
which default is known to the Sellers, or any event that with the passage of
time or the giving of notice, or both, would constitute such a default.
(O) TAX RETURNS. PBI and the Bank have timely and duly filed
returns for all federal, state and local taxes to the extent such filings and
payments were required prior to the date of this Agreement and such returns are
true and correct. Neither PBI nor the Bank has had any tax deficiencies
proposed or assessed against it and neither PBI nor the Bank has executed any
waiver of or extended the statute of limitations on the audit of any tax return
or the assessment or collection of any tax. All taxes and governmental charges
levied or assessed against the property or the business of PBI and the Bank
have been paid in full, other than taxes or charges the payment of which is not
yet due or which, if due, are not yet delinquent or are being contested in good
faith or have not been finally determined. The amount set up as accruals for
taxes is sufficient in all material respects for the payment of all unpaid
taxes and governmental charges of all kinds for the period ended on December
31, 1994 and all periods prior thereto.
(P) INSURANCE. PBI and the Bank carry fire, liability and other
insurance with respect to its properties and business in such amounts and
against such risks as their management reasonably believes to be adequate for
the business conducted by them under valid and enforceable policies by insurers
of recognized responsibility. Such policies, or policies containing
substantially equivalent coverage, will be outstanding and in full force at all
times from the date hereof to the Closing Date, and Sellers agree to cause PBI
and the Bank to take such reasonable steps as may be necessary to insure that
substantially equivalent coverage is in effect at and after the Effective Date.
Since at least January 1, 1989, PBI and the Bank have continuously maintained
fidelity bonds insuring PBI and the Bank against acts of dishonesty by
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each of its employees in such amounts as is customary for bank holding
companies and banks of similar size to PBI and the Bank. Since January 1,
1989, there has been no claim under such bonds and Sellers are not aware of any
facts which would form the basis of a claim under such bonds. Sellers have no
reason to believe that fidelity coverage will not be renewed by this carrier on
substantially the same terms as existing coverage, other than for underwriting
changes which affect the banking industry generally.
(Q) FORWARD COMMITMENTS. Neither PBI nor the Bank has any legally
binding forward commitments to make any loan or to extend any credit including
letters of credit extended in the ordinary course of business and commitment
letters other than as set forth in its most recent Call Report or Financial
Report.
(R) EMPLOYEE BENEFIT PLANS. Sellers have disclosed in writing to
Purchaser each employee benefit plan [as defined in Section 3(3) of the
Employee Retirement Income Security Act ("ERISA")] or other plan maintained for
PBI or the Bank's employees or under which PBI or the Bank has any present or
future liability (a "Plan"), and true and complete copies of all Plans have
heretofore been delivered to Purchaser, together with the most recent Internal
Revenue Service determination letter, annual report (Form 5500 Series) and
accompanying schedules, summary plan description, certified financial statement
(if available) and actuarial report related thereto. With respect to each Plan
for which an annual report has been filed, there has not occurred with respect
to the matters covered by the annual report since the date thereof, except as
has been disclosed in writing to Purchaser, any change which would result in a
Material Adverse Effect. There are no unfunded vested benefits or other
funding deficiencies under any Plan which are subject to the vesting and
funding standards of ERISA, and none of the Plans is a multi-employer plan
within the meaning of Section 3(37) of ERISA. Each of the Plans covered by
ERISA (i) has been operated in all material respects in accordance with ERISA,
(ii) has not engaged in any prohibited transaction (as such term is defined in
Section 4975 of the Code or in Section 406 of ERISA) which would result in a
material penalty, and (iii) has met the minimum funding standards of Section
412 of the Code, if applicable. Each of the Plans which is an employee pension
benefit plan (as defined in Section 3(2) of ERISA) ("Pension
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Plan") that is intended to "qualify" under Section 401(a) of the Code, is
qualified within the meaning of Section 401(a) of the Code, except as has
heretofore been disclosed in writing to Purchaser, and a favorable
determination letter has been issued by the Internal Revenue Service with
respect to each such qualified Pension Plan. No Pension Plan has been amended
since issuance of the most recent determination letter by the Internal Revenue
Service with respect thereto. Each Pension Plan has been administered in
accordance with Section 401(a) of the Internal Revenue Code, where applicable.
No Reportable Event (within the meaning of Section 4043 of ERISA) has occurred
with respect to any Plan which would result in a Material Adverse Effect to PBI
or the Bank. Since the enactment of ERISA, neither PBI nor the Bank has
completely or partially terminated any employee pension benefit plan or
withdrawn from any multi-employer pension plan. No proceedings by the Pension
Benefit Guaranty Corporation have been instituted or threatened to terminate,
pursuant to Subtitle C of Title IV of ERISA, any plan. There is no suit,
action or proceeding pending or, to the knowledge of Sellers, threatened
against or affecting, or likely to have a Material Adverse Effect on any Plan.
(S) LABOR RELATIONS. None of the employees of PBI or the Bank is
a party to a collective bargaining agreement. There are no pending or
threatened labor disputes with any of the employees of PBI or the Bank.
Sellers have disclosed in writing and in confidence to Purchaser the names of
all personnel employed by PBI and the Bank and their total undivided annual
compensation (including bonuses and the like).
(T) MARKETABILITY OF SECURITIES. Except for securities held to
maturity in accordance with the application of FASB 115 to the Bank's
"Investment Securities" and except for pledges to secure public and trust
deposits, none of the investments reflected in the Bank's Call Reports under
the heading "Investment Securities" and none of the investments made since said
date are subject to any "investment" or other restrictions, whether contractual
or statutory, which materially impairs the ability of the holder thereof to
freely dispose of such investment in the open market at any time.
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(U) INTERESTED PARTY TRANSACTIONS. Neither PBI nor the Bank is a
party to, and none of their property is bound or affected by, nor does PBI or
the Bank receive benefits under, any written or oral or express or implied
contract or other arrangement (i) which is not in the ordinary course of
business consistent with its past practices, or (ii) in which a material
interest is held by an officer or director of PBI or the Bank or any
"associate" of any such officer or director, as that term is defined in Rule
14a-1 of the General Rules and Regulations promulgated under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), which is not on
substantially the same terms (including, without limitation, in the case of
lending transactions, interest rates, maturity schedule and collateral) as
those prevailing at the time for comparable transactions with unrelated parties
or which involves more than normal risk of collectibility or which involves
other unfavorable features.
(V) MATERIAL CONTRACTS OR AGREEMENTS. Neither PBI nor the Bank is
in default in any material respect under any material contract, lease,
insurance policy, commitment or arrangement to which either is a party or by
which it or its property may be bound or affected or under which it or its
property receives benefits, and there has not occurred any event which, with
the lapse of time or giving of notice, or both, would constitute such a
default. Such contracts, leases, insurance policies and other instruments are
binding obligations of the respective parties thereto in accordance with their
terms, and Sellers know of no defenses, offsets or counterclaims thereto or of
any facts which give rise to any defenses, offsets or counterclaims thereto
which may be made by any party thereto other than PBI or the Bank, nor has PBI
or the Bank waived any substantial rights thereunder. Neither PBI nor the Bank
is a party to or otherwise bound by any contract, agreement, plan, lease,
license, commitment or undertaking which, in the reasonable opinion of the
Sellers, is materially adverse, materially onerous, or materially harmful to
any aspect of the business or prospects of PBI or the Bank. Neither PBI nor
the Bank is obligated on any contract or agreement for the provision of goods
or services to PBI or the Bank that cannot be terminated without penalty upon
three months notice.
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(W) ENVIRONMENTAL MATTERS. To the knowledge of Sellers, none of
the properties, including Other Real Estate Owned, of PBI or the Bank contains
hazardous materials or substances that cannot be easily removed and cleaned up,
and in the case of asbestos, completely abated. For purposes of this
provision, a hazardous material or substance is deemed easily removed and
cleaned up, and in the case of asbestos, easily abated, if the cost of such
removal and clean-up and abatement does not exceed Ten Thousand and no/100
Dollars ($10,000.00) and if such removal and clean-up and abatement do not
materially interfere with the day-to-day operations of PBI or the Bank. To the
knowledge of Sellers, no outstanding loan payable to PBI or the Bank is secured
by property that contains hazardous materials or substances that cannot be
removed and cleaned up, and in the case of asbestos, completely abated, at an
expense not exceeding ten percent (10%) of the fair market value of such
properties. As used herein, "hazardous substance" or "hazardous material"
means substances subject to reporting under Title III of the Superfund
Amendments and Reauthorization Act (SARA) of 1986 or the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended
(CERCLA); the Resource Conservation and Recovery Act of 1976, as amended
(RCRA); petroleum, petroleum products; substances regulated by the Toxic
Substance Control Act, as amended, or substances regulated by the Federal
Insecticide, Fungicide, and Rodenticide Act. To the knowledge of the Sellers,
neither PBI nor the Bank has loaned money against the securities or assets of
any company or other association that has not obtained all permits, licenses
and other authorizations which are required under federal, state and local laws
relating to emissions, discharges, releases, or threatened releases of
pollutants, contaminates or hazardous or toxic materials or waste into ambient
air, surface water, ground water or land, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminates or hazardous or toxic
materials or waste. To the knowledge of Sellers, neither PBI nor the Bank has
loaned money against the securities or assets of any company or other
association that is presently, or may in the future, potentially under current
laws be subject to any claim, action, suit, proceeding, hearing, or
investigation arising out of or relating to the manufacture, presence,
processing, distribution, use, treatment, storage, disposal, transport or
handling of the emission, discharge, release or threatened release into the
environment of any pollutant contaminant or hazardous or toxic material or
waste.
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(X) INVESTMENT. W.C. Adams, Sr., Ann S. Adams, and W.C. Adams,
Jr. (i) understand that the Purchaser Notes to be issued pursuant hereto have
not been and will not be registered under the Securities Act of 1933, as
amended, or under any state securities laws, and are being offered and issued
in reliance upon federal and state exemptions for transactions not involving
any public offering; (ii) are to receive and will receive the Purchaser Notes
solely for their own account for investment purposes, and not with a view to
the distribution thereof; (iii) are sophisticated investors with knowledge and
experience in business and financial matters; (iv) have received certain
information concerning the Purchaser and have had the opportunity to obtain
additional information as desired in order to evaluate the merits and risks
inherent in holding Purchaser Notes; (v) are able to bear the economic risk and
lack of liquidity inherent in holding the Purchaser Notes; and (vi) are
Accredited Investors as that phrase is defined in Regulation D promulgated
under the Securities Act of 1933, as amended.
(Y) REPRESENTATIONS NOT MISLEADING. No representation or warranty
by the Sellers in this Agreement nor any statement, exhibit or disclosure
furnished to the Purchaser by and on behalf of the Sellers under and pursuant
to this Agreement contains or will contain any untrue statement of a material
fact or omits or will omit to state a material fact necessary to make the
statements contained herein or therein not misleading. For purposes of the
representation made in the preceding sentence, an untrue statement of fact or
an omitted statement of fact required to make statements not misleading shall
be deemed material if the untrue statement or omitted statement has a Material
Adverse Effect on PBI or the Bank.
SECTION 4. MUTUAL COVENANTS.
(A) CONSENTS AND APPROVALS. Purchaser covenants with the Sellers
and the Sellers covenant with Purchaser that prior to the Closing Date, each
promptly will take such steps or cause steps to be taken as may be reasonably
necessary and use their respective best efforts in order to obtain any
licenses, consents, approvals, permits or authorizations which are required to
be obtained in order to complete the Purchase and otherwise carry out the
transactions contemplated by this Agreement under any applicable federal or
state laws or regulations, and
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each will expeditiously perform all other acts and execute and deliver all
other documents necessary to consummate the Purchase as contemplated in this
Agreement. All parties covenant and agree to pursue diligently the expeditious
completion of the Purchase consistent with prudent action.
(B) CONFIDENTIALITY. Purchaser and the Sellers covenant with each
other that because of the confidential nature of the negotiations surrounding
the Purchase, the Parties agree that without first obtaining the written
consent of the other, there will be no public announcement as to the terms and
conditions of this Agreement or the transactions reflected herein, except for
such public announcements as may be jointly approved by the Parties, such
disclosures as may be required incidental to obtaining the prior approval of
any regulatory agency or official to the consummation of the Purchase described
herein and such disclosures as may be required in order to comply with
applicable federal and state laws and regulations and the orders of courts of
competent jurisdiction. Any and all copies of confidential information
regarding any Party obtained by another Party hereto shall be returned to the
disclosing Party and shall not be used by any other Party hereto if the
Purchase is not consummated for any reason.
(C) INVESTIGATION; ACCESS TO RECORDS. Prior to the Closing Date,
Purchaser may make, or cause to be made, such investigations, if any, of the
business and properties of PBI and the Bank and of PBI and the Bank's financial
and legal condition as Purchaser, in its sole discretion, deems necessary or
advisable to familiarize itself and its advisors with PBI and the Bank's
business, properties and other matters; provided that such investigations shall
be reasonably related to the transactions contemplated hereby and shall not
interfere unnecessarily or unreasonably with normal operations and will be
subject to reasonable security requirements of PBI and the Bank. Sellers shall
cause PBI and the Bank to afford to the accountants, counsel and other
designated representatives of Purchaser full access to such properties, loan
files, books, contracts, commitments, letters, work papers and other documents
of PBI and the Bank as Purchaser shall from time to time reasonably request.
No investigation by Purchaser hereto shall be deemed to affect or constitute a
waiver of any representations and warranties of Sellers, and each such
representation and warranty shall survive any such investigation. Purchaser
shall,
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and shall use its best efforts to, cause its accountants, counsel and other
representatives to maintain the confidentiality of all information furnished to
it by PBI and the Bank concerning their business, operations and financial
condition, and shall not use such information for any purpose except in
furtherance of the transactions contemplated by this Agreement. If this
Agreement should be terminated prior to the Closing Date, Purchaser shall, upon
request, promptly return all documents, work papers and other materials
(including copies thereof) received from PBI or the Bank or its
representatives, unless the information contained in such documents and
materials is readily ascertainable from public or published information or
trade sources.
SECTION 5. COVENANTS OF PURCHASER.
Purchaser hereby covenants with Sellers as follows:
(A) NOTICE OF ACTUAL OR THREATENED BREACH. Purchaser will promptly
give written notice to Sellers upon becoming aware of any impending or
threatened occurrence of any event which would cause or constitute a breach of
any of the representations, warranties or covenants made by Purchaser in this
Agreement or which would threaten consummation of the transactions contemplated
herein, and Purchaser will use its best efforts to prevent or promptly remedy
the same.
(B) EMPLOYEE BENEFITS. Purchaser shall not be obligated to
include the employees of PBI and the Bank as participants in Purchaser's profit
sharing plan after the Closing; provided, however, (i) Purchaser may from time
to time on an annual basis determine whether to include the employees of PBI
and the Bank in said profit sharing plan but shall be under no obligation to do
so except as required by applicable law; and (ii) to the extent employees of
PBI and the Bank are not included as participants in Purchaser's profit sharing
plan, Purchaser shall cause PBI and the Bank to continue the 401-K Plan
presently in effect at PBI and the Bank, except as may be proscribed by
applicable law.
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SECTION 6. COVENANTS OF SELLERS.
Sellers hereby covenant with Purchaser as follows:
(A) ARTICLES OF INCORPORATION AND BYLAWS. Sellers shall cause PBI
and the Bank to not and PBI and the Bank shall not change their Articles of
Incorporation or Bylaws prior to the Closing Date.
(B) NOTICE OF ACTUAL OR THREATENED BREACH. Sellers will promptly
give written notice to Purchaser upon becoming aware of any impending or
threatened occurrence of any event or the failure of any event to occur which
would cause or constitute a breach of any of the representations, warranties or
covenants made by Sellers to Purchaser in this Agreement, any other changes or
inaccuracies in any data previously given or made available to Purchaser, or
which would threaten the consummation of the transactions contemplated hereby,
and will use their best efforts to defend, prevent or promptly remedy the same.
(C) REGULATORY AND OTHER INFORMATION. Sellers shall respond
promptly and cause PBI and the Bank to and PBI and the Bank shall respond
promptly to requests by Purchaser and its counsel and other representatives for
information for inclusion in applications for the approval of the Board of
Governors of the Federal Reserve System, the Tennessee Department of Financial
Institutions, and any other applications for regulatory or other approvals
reasonably deemed necessary or appropriate by Purchaser.
(D) ORDINARY COURSE OF BUSINESS. Sellers shall cause PBI and the
Bank to and PBI and the Bank shall carry on its business in and only in the
usual, regular and ordinary course in substantially the same manner as
heretofore conducted and, to the extent consistent with such business, preserve
intact its present business organization, keep available within its ability to
do so the services of its present officers and employees, and preserve its
relationships with customers, depositors, creditors, correspondents, suppliers,
and others having business dealings with it. Without the prior written
approval of Purchaser, Sellers shall cause PBI and the Bank
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to not and the Bank and PBI shall not (i) fail to conduct business in the
ordinary course, (ii) incur any liability or obligation, increase its long term
or short term debts, make any commitment or disbursement, acquire or dispose of
any property or asset, subject any of its properties to any lien, claim,
change, option, or encumbrance, except in the ordinary course of its business,
(iii) suffer or permit any officer, director or shareholder to incur any
indebtedness to PBI or the Bank other than in the ordinary course of business
and on terms and conditions, including interest rates and maturity, customary
for similar transactions with other parties, (iv) enter into any contracts not
in the ordinary course of business or any contract, excluding loans, exceeding
$10,000, (v) make purchases for or sales from its investment portfolio except
in the ordinary course of business (and Purchaser will be notified before each
such purchase or sale), (vi) apply for a new branch facility, or close any
existing branch facility.
(E) ACCOUNTING PRACTICES. Except as required by GAAP or
governmental regulations, Sellers shall cause PBI and the Bank to not and PBI
and the Bank shall not make any changes in its accounting methods or practices
and Sellers shall notify Purchaser in writing of any such changes.
(F) NO CHANGES IN CAPITAL. Sellers shall cause PBI and the Bank
to not and PBI and the Bank shall not make any change in its authorized capital
stock; issue or sell, purchase, redeem or retire any of its capital stock;
agree to issue, sell, purchase, redeem or retire any of its capital stock;
grant any option, warrant, call or any other right to purchase or to convert
any obligation into any of its capital stock; or issue or sell or agree to
issue or sell any other debt or equity security.
(G) NO DISTRIBUTIONS. Sellers shall cause PBI and the Bank to
not and PBI and the Bank shall not declare or pay any dividend, nor authorize
or make any redemption or other distribution of assets to its shareholders
without the written consent of Purchaser.
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(H) SOLE AGREEMENT TO MERGE OR SELL. After the execution hereof,
Sellers shall not, either on behalf of themselves or PBI or the Bank, solicit
inquiries with respect to any other purchase, merger or business combination
agreement, letter of intent, agreement of sale or other agreement obligating
Sellers, PBI or the Bank to sell or authorize the sale (other than in the
ordinary course of business) of PBI Stock, assets or stock of PBI or the Bank
or allowing PBI or the Bank to merge or combine with, or to be acquired in any
other manner by, any other person or entity.
(I) EMPLOYEE COMPENSATION. Without Purchaser's consent or except
as provided herein, Sellers shall cause PBI and the Bank to not and PBI and the
Bank shall not increase the compensation of any director, officer or employee
of PBI or the Bank or enter into or agree to any employment contract or bonus,
stock option, profit sharing, pension, retirement, incentive or other similar
arrangement or modify any employment contract with regard to any such person.
SECTION 7. CONDITIONS PRECEDENT TO PURCHASER'S
OBLIGATION TO CONSUMMATE THE PURCHASE.
Unless waived by Purchaser in writing, the obligations of Purchaser to
consummate the Purchase shall be subject to each and everyone of the following
conditions:
(A) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Sellers set forth herein shall be true and correct in all
material respects as of the Closing Date with the same force and effect as
though such representations and warranties had been made at such date, except
for representations and warranties made as of a specific date, which shall be
true and correct in all material respects as of that date.
(B) COVENANTS OBSERVED. The covenants and agreements of or to be
performed by Sellers, PBI and the Bank shall have been complied with or
performed in all material respects.
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(C) NO MATERIAL ADVERSE CHANGES. There shall have been no
material adverse change in the financial condition or results of operation of
PBI or the Bank, as reflected in their December 31, 1994 Financial Report and
Call Report, respectively, which such change would be determined to cause a
Material Adverse Effect on PBI or the Bank.
(D) ACCESS TO RECORDS. Purchaser and its employees, agents,
accountants, advisors and attorneys shall have been allowed full and complete
access to the books, records and assets of PBI and the Bank, including, without
limitation, loan and investment portfolios, minute books, benefit plans and
financial records for the period following execution of this Agreement up to
and including the Closing Date. Any and all copies of confidential information
regarding PBI or the Bank or a customer of PBI or the Bank obtained by
Purchaser shall be returned to Sellers and shall not be used by Purchaser if
the Purchase is not consummated for any reason.
(E) CERTIFICATES. The Sellers shall have delivered their
certificates dated the Closing Date to Purchaser stating that the
representations and warranties of Sellers set forth herein were true in all
respects as of the date hereof and are true in all respects as of the Closing
Date (except as affected by transactions contemplated hereby), and that the
covenants of Sellers set forth herein have been complied with in all respects.
(F) GOVERNMENT APPROVALS. All necessary approvals and
authorizations by, filings and registrations with, and notifications to, all
federal and state authorities (including, but not limited to, the Tennessee
Department of Financial Institutions and the Board of Governors of the Federal
Reserve System) required for consummation of the Purchase or the prevention of
any termination of any licenses, permits or authorizations of PBI or the Bank,
which terminations would materially impair the conduct of PBI or the Bank's
business, shall have been duly obtained without conditions unacceptable to
Purchaser or made and shall not have been canceled or rescinded. Any and all
required statutory or regulatory waiting periods shall have expired.
20
<PAGE> 25
(G) NO INJUNCTION. No injunction, restraining order, stop order
or other order or action of any federal or state court or agency in the United
States which specifically and materially prevents the consummation of the
Purchase shall be in effect, and no action shall have been instituted or
threatened, and no statute, rule or regulation shall have been enacted, by any
state or federal government or government agency which makes the consummation
of the Purchase unlawful or which in the reasonable judgment of Purchaser,
would make it inadvisable to consummate the transactions contemplated by this
Agreement.
(H) LITIGATION. On the Closing Date, there shall not be pending
or threatened against PBI or the Bank or the officers or directors of PBI or
the Bank in their capacity as such, any suit, action or proceeding which, if
successful, would, in the reasonable judgment of Purchaser, have a Material
Adverse Effect on PBI or the Bank.
(I) PBI STOCK OUTSTANDING. Immediately prior to the Closing Date,
there shall be no more than 50,000 shares of PBI Stock outstanding all of which
shall be owned by the Sellers collectively.
(J) EMPLOYMENT/NONCOMPETITION AGREEMENT. On or before the Closing
Date, William C. Adams, Jr. shall have entered into an employment and
noncompetition agreement with the Bank and Purchaser on terms and conditions
mutually acceptable to Purchaser and William C. Adams, Jr.
(K) RESIGNATION/NONCOMPETITION AGREEMENT. On the Closing Date,
William C. Adams, Sr. shall have tendered his resignation as an officer of PBI
and the Bank and shall have executed a non-competition agreement with the Bank
and Purchaser on terms and conditions mutually acceptable to Purchaser and
William C. Adams, Sr.
(L) ENVIRONMENTAL AUDIT. At its option, Purchaser shall have
obtained a Phase 1 environmental assessment of the real property and
improvements thereon owned by PBI or the Bank and the results of such
assessment do not indicate the presence of hazardous materials or
21
<PAGE> 26
substances the removal, clean-up or abatement of which would cost more than Ten
Thousand and no/100 Dollars ($10,000.00).
SECTION 8. CONDITIONS PRECEDENT TO SELLERS'
OBLIGATIONS TO CONSUMMATE THE PURCHASE.
Unless waived by Sellers, Sellers' obligations to complete the
Purchase shall be subject to each and every one of the following conditions:
(A) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Purchaser set forth herein shall be true and correct in all
respects as of the Closing Date, with the same force and effect as though such
representations and warranties had been made as of such time, except for
representations and warranties made as of a specific date, which shall be true
and correct in all respects as of that date.
(B) COVENANTS OBSERVED. The covenants and agreements of or to be
performed by Purchaser shall have been complied with or performed in all
respects or duly waived in writing by Sellers.
(C) OFFICER'S CERTIFICATES. The President of Purchaser shall have
delivered his certificate to Sellers dated the Closing Date stating that,
except as affected by the transactions contemplated hereby, the representations
and warranties of Purchaser set forth herein and the covenants of Purchaser set
forth herein were true in all respects as of the date hereof and are true as of
the Closing Date, or have been complied with in all respects.
(D) EMPLOYMENT/NONCOMPETITION AGREEMENT. On or before the Closing
Date, William C. Adams, Jr. shall have entered into an employment and
noncompetition agreement with Purchaser and the Bank on terms and conditions
mutually acceptable to Purchaser and William C. Adams, Jr, and William C.
Adams, Sr. shall have entered into a noncompetition
22
<PAGE> 27
agreement with Purchaser and the Bank on terms and conditions mutually
acceptable to Purchaser and William C. Adams, Sr.
SECTION 9. ABANDONMENT, BREACH AND TERMINATION;
PAYMENT OF EXPENSES.
(A) ABANDONMENT. Anything herein to the contrary notwithstanding,
this Agreement may be terminated and the Purchase abandoned at any time prior
to the Closing Date by mutual agreement of the Sellers and Purchaser. Upon
such abandonment, all obligations of the Parties hereunder shall terminate and
each Party shall bear expenses as provided in Section 1 and shall maintain the
confidentiality required by Section 4.
(B) BREACH. The sole right or remedy arising from a breach of a
representation or warranty shall be termination of this Agreement by the
aggrieved Party prior to the Closing Date of the Purchase. In the event of a
breach of any agreement or covenant contained in this Agreement by a party
hereto, the non-breaching Party shall be entitled to seek all legal and
equitable remedies to which such Party may be entitled, including specific
performance of the provisions hereof. If any Party willfully causes a
condition hereunder, other than as set forth in (c) below, not to be fulfilled,
such Party shall pay the other Party's expenses arising from the negotiation
and preparation of, or filings and solicitations with respect to, this
Agreement, including accounting fees, legal fees, filing fees, travel expenses,
together with other damages recoverable at law or in equity.
(C) TERMINATION.
(1) Permissible Termination. The Agreement may be
terminated and the Purchase abandoned as follows:
(A) By Sellers in the event (i) any of the
conditions or obligations as set forth in Section 8 hereof
shall not have been satisfied; (ii) Sellers determine that
there has been a material misrepresentation or breach of
warranty by Purchaser in the representations or warranties set
forth herein or in any other
23
<PAGE> 28
certificate or writing delivered pursuant hereto, which has
not been or cannot be cured within thirty (30) days after
written notice of such breach is delivered or mailed to
Purchaser; or (iii) if the Purchase shall violate any
non-appealable final order, decree or judgment or any court or
governmental body having competent jurisdiction.
(B) By Purchaser in the event (i) any of the
conditions or obligations of Purchaser as set forth in Section
7 hereof shall not have been satisfied; (ii) Purchaser
determines there has been a material misrepresentation or
breach of warranty by Sellers or with respect to PBI or the
Bank in the representations or warranties set forth herein or
in any other certificate or writing delivered pursuant hereto,
which has not been or cannot be cured within thirty (30) days
after written notice of such breach is delivered or mailed to
Sellers; (iii) if the business, financial condition or results
of operation of PBI or the Bank have been materially and
adversely affected since December 31, 1994; or (iv) if the
Purchase shall violate any non-appealable final order, decree
or judgment of any court or governmental body having competent
jurisdiction.
(C) By either Sellers or Purchaser in the event
the Closing Date, as defined herein, has not occurred on or
before March 31, 1996.
(2) Effect of Termination. In the event of such
termination and abandonment of this Agreement and the Purchase, the
Agreement shall become void and have no effect without any liability
on the part of any party or its directors, officers, stockholders,
agents or attorneys except as provided herein.
SECTION 10. GENERAL.
(A) CERTAIN DEFINITIONS. As used in this Agreement, the following
terms shall have the meanings indicated except where otherwise specifically
defined:
(i) "Materiality." Unless the context otherwise
requires, any reference in this Agreement to materiality
shall, as to PBI or the Bank be deemed to be with respect to
PBI and the Bank taken as a whole and as to Purchaser shall be
deemed to be with respect to Purchaser and its subsidiaries
taken as a whole.
24
<PAGE> 29
(ii) "Material Adverse Effect." Material Adverse Effect
with respect to a person, means any condition, event, change
or occurrence that, individually or collectively, is
reasonably likely to have a material adverse effect upon (x)
the condition, financial or otherwise, properties, business,
results of operations or prospects of such person and its
subsidiaries, taken as a whole or (y) the ability of such
person to perform its obligations under, and to consummate the
transactions contemplated by, this Agreement; provided,
however, that as to all representations, warranties and
covenants of Sellers, a Material Adverse Effect shall have
occurred if the actual or reasonably projected costs, fines,
penalties, costs or expenses (including costs of remediation)
as a result of any one or more breaches of such
representations, warranties and covenants exceed $50,000 in
the aggregate calculated on a pre-tax basis.
(iii) "Person." Person includes an individual,
corporation, partnership, limited liability company,
association, trust or unincorporated organization.
(B) AMENDMENT. This Agreement may not be amended except by an
instrument in writing signed on behalf of all the Parties hereto.
(C) EXTENSIONS AND WAIVERS. At any time prior to the Closing
Date, the Parties hereto may, if permitted by law:
(i) extend the time for the performance of any of the
obligations or other acts of the other Parties hereto,
(ii) waive any inaccuracies in the representations and
warranties of the other Parties contained herein or in any document
delivered pursuant hereto, and
(iii) waive compliance with any of the covenants,
agreements or conditions to the obligations of the other Parties
contained herein.
Any agreement on the part of a Party hereto to any such extension or
waiver shall be valid if set forth in an instrument in writing signed on behalf
of such Party. No such waiver or
25
<PAGE> 30
extension shall imply any further waiver or extension not expressly provided
for in such a writing.
(D) SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All of the
representations and warranties of the parties contained in this Agreement shall
not survive the Closing, except for those representations of the Sellers set
forth in Section 3(a), (b), (c), (d), (e) and (f) hereof which shall survive
the Closing.
(E) COUNTERPARTS. For the convenience of the parties and to
facilitate the filing of this Agreement, any number of counterparts hereof may
be executed, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.
(F) HEADINGS. The descriptive headings of the separate sections
and sub-sections of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.
(G) NOTICES. All notices, requests, consents and other
communications hereunder shall be in writing, and shall be delivered by a
nationally recognized express delivery service or mailed postage prepaid,
addressed as follows:
If to Purchaser: Mr. Stan Puckett, President
Greene County Bancshares, Inc.
Main and Depot Streets
Greeneville, TN 37744
Telecopier: 615/639-5467
With a copy to: Mr. P. Thomas Parrish
Gerrish & McCreary, P.C.
700 Colonial Road, Suite 200
Memphis, TN 38117
Telecopier: 901/684-2339
26
<PAGE> 31
If to Sellers: Mr. W.C. Adams, Jr., President
Premier Bank of East Tennessee
204 East Main Street
Niota, TN 37826
Telecopier: 615/568-2252
With a copy to: Mr. Colman B. Hoffman
Baker, Donelson, Bearman & Caldwell
1700 Nashville City Center
511 Union Street
Nashville, TN 37219
Telecopier: 615/726-0464
(H) ENTIRE AGREEMENT. This Agreement: (i) constitutes the entire
Agreement and supersedes all other prior agreements and undertakings, both
written and oral, of the parties, or any of them, with respect to the subject
matter hereof; (ii) is not intended to confer upon any person other than a
Party hereto or their heirs, successors or permitted assigns any rights or
remedies hereunder; (iii) shall not be assigned by operation of law or
otherwise unless consented to in writing by all Parties hereto; and (iv) shall
be governed in all respects, including validity, interpretation and effect, by
the laws of the State of Tennessee except as to matters strictly governed by
federal law.
(I) BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of the parties named herein and their respective
successors, heirs and permitted assigns.
(J) SEVERABILITY. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.
(K) CONSTRUCTION. The parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden
27
<PAGE> 32
of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement. Any reference to any
federal, state, local, or foreign statue or loss shall be deemed also to refer
to all rules and regulations promulgated thereunder, unless the context
requires otherwise. The word "including" shall mean including without
limitation. The parties intend that each representation, warranty and covenant
contained herein shall have independent significance. If any party has
breached any representation, warranty or covenant contained herein in any
respect, the fact that there exists another representation, warranty or
covenant relating to the same subject matter (regardless of the relative levels
of specificity) which the party has not breached shall not detract from or
mitigate the fact that the party is in breach of the first representation,
warranty or covenant.
(L) SPECIFIC PERFORMANCE. Each of the parties acknowledges and
agrees that the other party would be damaged irreparably in the event any of
the provisions of this Agreement are not performed in accordance with their
specific terms or otherwise are breached. Accordingly, each of the parties
agrees that the other party shall be entitled to an injunction or injunctions
to prevent breaches of the provisions of this Agreement and to enforce
specifically this Agreement and the terms and provisions hereof in any action
instituted in any court of the United States or any state thereof having
jurisdiction over the parties and the matter, in addition to any other remedy
to which they may be entitled, at law or in equity.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly
executed as of the day and year first above written.
GREENE COUNTY BANCSHARES, INC.
By:
----------------------------
Its President
SELLERS:
-------------------------------
-------------------------------
-------------------------------
28
<PAGE> 33
EXHIBIT A
PROMISSORY NOTE
$100,000 Greeneville, Tennessee
_______________, 1996
FOR VALUE RECEIVED, the undersigned GREENE COUNTY BANCSHARES, INC., a
Tennessee corporation ("Borrower"), promises to pay to W.C. Adams, Sr. and Ann
S. Adams, jointly, ("Lender") at Lender's address shown below (or at such other
place as may be designated from time to time in writing by the Lender to the
Borrower) the principal sum of One Hundred Thousand Dollars ($100,000.00),
together with interest on the unpaid principal balance from time to time
outstanding from the date hereof until the entire principal amount due
hereunder is paid in full at the rate per annum of eight percent (8%).
Principal and interest shall be paid as follows:
(A) Interest at the aforesaid rate shall be calculated on the
basis of a 360-day year and shall be due and payable quarterly
in arrears on January 15, April 15, July 15 and October 15 of
each year beginning April 15, 1996, until such time as the
outstanding principal balance hereof shall have been paid in
full.
(B) The outstanding principal balance hereof shall be due and be
payable on January 15, 2002.
If any amount of principal or interest is not paid within ten (10) days after
the same is due, then Borrower shall upon demand pay to Lender a late fee equal
to five percent (5%) of such amount. The imposition for collection of this fee
shall not, however, constitute a waiver of any default or demand by Lender.
The following shall constitute an "Event of Default" hereunder:
1. The failure of Borrower to make any payment of principal and
interest hereunder within five (5) days after the date such
payment is due; or
2. If at the end of any calendar quarter during the term hereof
the ratio of Greene County Bancshares, Inc.'s consolidated
total stockholders' equity to Greene County Bancshares, Inc.'s
consolidated total average assets shall be less than six
percent (6%); or
3. If any time during the term hereof Greene County Bank, the
wholly owned subsidiary of Greene County Bancshares, Inc.,
shall have received an examination report from the Federal
Deposit Insurance Corporation or the Tennessee Department of
Financial Institutions as a result of which Greene County Bank
receives a composite rating under the "CAMEL" System of four
or five.
Upon the occurrence of an Event of Default as defined above, this Note and all
interest accrued hereon shall become due and payable forthwith at the election
of the Lender and the payment and acceptance of any sum on account of this Note
shall not be considered a waiver of such right of election. No waiver of any
Event of Default hereunder shall be considered a wavier of any other or
subsequent default.
<PAGE> 34
Borrower shall have no right of prepayment of principal hereunder; however, if
the rate of personal federal income tax payable on the receipt of capital gains
is lowered from the current rate of 28% to 20% or below, then Borrower may
prepay any or all of the outstanding principal balance and all interest accrued
hereon but only upon the receipt of an opinion of Lender's legal counsel or
accountant to the effect that such prepayment will not create more actual
federal income tax liability for the Lender than if the outstanding principal
at the time of such proposed prepayment were repaid to Lender in accordance
with the terms of this Note.
Borrower will pay to Lender all costs and expenses of collection hereof
(including reasonable attorneys' fees).
Borrower waives presentment, demand for payment, protest and notice of
nonpayment.
This Note shall be construed in accordance with the laws of Tennessee.
If, at any time, the rate of interest shall be deemed by any competent court of
law, governmental agency or tribunal to exceed the maximum rate of interest
permitted by laws of any applicable jurisdiction or the rules or regulations of
any appropriate regulatory authority or agency, then, during such time as such
rate of interest would be deemed excessive, that portion of each interest
payment attributable to that portion of such interest rate that exceeds the
maximum rate of interest so permitted shall be deemed a voluntary prepayment of
principal.
GREENE COUNTY BANCSHARES, INC.
By:
---------------------------
Its President
Lender's Name and Address: ATTEST:
W.C. Adams, Sr. and Ann S. Adams
-------------------------------- ------------------------------
Knoxville, Tennessee
------------
<PAGE> 35
EXHIBIT B
PROMISSORY NOTE
$100,000 Greeneville, Tennessee
_______________, 1996
FOR VALUE RECEIVED, the undersigned GREENE COUNTY BANCSHARES, INC., a
Tennessee corporation ("Borrower"), promises to pay to W.C. Adams, Sr. and Ann
S. Adams, jointly, ("Lender") at Lender's address shown below (or at such other
place as may be designated from time to time in writing by the Lender to the
Borrower) the principal sum of One Hundred Thousand Dollars ($100,000.00),
together with interest on the unpaid principal balance from time to time
outstanding from the date hereof until the entire principal amount due
hereunder is paid in full at the rate per annum of eight percent (8%).
Principal and interest shall be paid as follows:
(A) Interest at the aforesaid rate shall be calculated on the
basis of a 360-day year and shall be due and payable quarterly
in arrears on January 15, April 15, July 15 and October 15 of
each year beginning April 15, 1996, until such time as the
outstanding principal balance hereof shall have been paid in
full.
(B) The outstanding principal balance hereof shall be due and be
payable on January 15, 2003.
If any amount of principal or interest is not paid within ten (10) days after
the same is due, then Borrower shall upon demand pay to Lender a late fee equal
to five percent (5%) of such amount. The imposition for collection of this fee
shall not, however, constitute a waiver of any default or demand by Lender.
The following shall constitute an "Event of Default" hereunder:
1. The failure of Borrower to make any payment of principal and
interest hereunder within five (5) days after the date such
payment is due; or
2. If at the end of any calendar quarter during the term hereof
the ratio of Greene County Bancshares, Inc.'s consolidated
total stockholders' equity to Greene County Bancshares, Inc.'s
consolidated total average assets shall be less than six
percent (6%); or
3. If any time during the term hereof Greene County Bank, the
wholly owned subsidiary of Greene County Bancshares, Inc.,
shall have received an examination report from the Federal
Deposit Insurance Corporation or the Tennessee Department of
Financial Institutions as a result of which Greene County Bank
receives a composite rating under the "CAMEL" System of four
or five.
Upon the occurrence of an Event of Default as defined above, this Note and all
interest accrued hereon shall become due and payable forthwith at the election
of the Lender and the payment and acceptance of any sum on account of this Note
shall not be considered a waiver of such right of election. No waiver of any
Event of Default hereunder shall be considered a wavier of any other or
subsequent default.
<PAGE> 36
Borrower shall have no right of prepayment of principal hereunder; however, if
the rate of personal federal income tax payable on the receipt of capital gains
is lowered from the current rate of 28% to 20% or below, then Borrower may
prepay any or all of the outstanding principal balance and all interest accrued
hereon but only upon the receipt of an opinion of Lender's legal counsel or
accountant to the effect that such prepayment will not create more actual
federal income tax liability for the Lender than if the outstanding principal
at the time of such proposed prepayment were repaid to Lender in accordance
with the terms of this Note.
Borrower will pay to Lender all costs and expenses of collection hereof
(including reasonable attorneys' fees).
Borrower waives presentment, demand for payment, protest and notice of
nonpayment.
This Note shall be construed in accordance with the laws of Tennessee.
If, at any time, the rate of interest shall be deemed by any competent court of
law, governmental agency or tribunal to exceed the maximum rate of interest
permitted by laws of any applicable jurisdiction or the rules or regulations of
any appropriate regulatory authority or agency, then, during such time as such
rate of interest would be deemed excessive, that portion of each interest
payment attributable to that portion of such interest rate that exceeds the
maximum rate of interest so permitted shall be deemed a voluntary prepayment of
principal.
GREENE COUNTY BANCSHARES, INC.
By:
---------------------------
Its President
Lender's Name and Address: ATTEST:
W.C. Adams, Sr. and Ann S. Adams
-------------------------------- ------------------------------
Knoxville, Tennessee
------------
<PAGE> 37
EXHIBIT C
PROMISSORY NOTE
$200,000 Greeneville, Tennessee
_______________, 1996
FOR VALUE RECEIVED, the undersigned GREENE COUNTY BANCSHARES, INC., a
Tennessee corporation ("Borrower"), promises to pay to W.C. Adams, Sr. and Ann
S. Adams, jointly, ("Lender") at Lender's address shown below (or at such other
place as may be designated from time to time in writing by the Lender to the
Borrower) the principal sum of Two Hundred Thousand Dollars ($200,000.00),
together with interest on the unpaid principal balance from time to time
outstanding from the date hereof until the entire principal amount due
hereunder is paid in full at the rate per annum of eight percent (8%).
Principal and interest shall be paid as follows:
(A) Interest at the aforesaid rate shall be calculated on the
basis of a 360-day year and shall be due and payable quarterly
in arrears on January 15, April 15, July 15 and October 15 of
each year beginning April 15, 1996, until such time as the
outstanding principal balance hereof shall have been paid in
full.
(B) The outstanding principal balance hereof shall be due and be
payable on January 15, 2004.
If any amount of principal or interest is not paid within ten (10) days after
the same is due, then Borrower shall upon demand pay to Lender a late fee equal
to five percent (5%) of such amount. The imposition for collection of this fee
shall not, however, constitute a waiver of any default or demand by Lender.
The following shall constitute an "Event of Default" hereunder:
1. The failure of Borrower to make any payment of principal and
interest hereunder within five (5) days after the date such
payment is due; or
2. If at the end of any calendar quarter during the term hereof
the ratio of Greene County Bancshares, Inc.'s consolidated
total stockholders' equity to Greene County Bancshares, Inc.'s
consolidated total average assets shall be less than six
percent (6%); or
3. If any time during the term hereof Greene County Bank, the
wholly owned subsidiary of Greene County Bancshares, Inc.,
shall have received an examination report from the Federal
Deposit Insurance Corporation or the Tennessee Department of
Financial Institutions as a result of which Greene County Bank
receives a composite rating under the "CAMEL" System of four
or five.
Upon the occurrence of an Event of Default as defined above, this Note and all
interest accrued hereon shall become due and payable forthwith at the election
of the Lender and the payment and acceptance of any sum on account of this Note
shall not be considered a waiver of such right of election. No waiver of any
Event of Default hereunder shall be considered a wavier of any other or
subsequent default.
<PAGE> 38
Borrower shall have no right of prepayment of principal hereunder; however, if
the rate of personal federal income tax payable on the receipt of capital gains
is lowered from the current rate of 28% to 20% or below, then Borrower may
prepay any or all of the outstanding principal balance and all interest accrued
hereon but only upon the receipt of an opinion of Lender's legal counsel or
accountant to the effect that such prepayment will not create more actual
federal income tax liability for the Lender than if the outstanding principal
at the time of such proposed prepayment were repaid to Lender in accordance
with the terms of this Note.
Borrower will pay to Lender all costs and expenses of collection hereof
(including reasonable attorneys' fees).
Borrower waives presentment, demand for payment, protest and notice of
nonpayment.
This Note shall be construed in accordance with the laws of Tennessee.
If, at any time, the rate of interest shall be deemed by any competent court of
law, governmental agency or tribunal to exceed the maximum rate of interest
permitted by laws of any applicable jurisdiction or the rules or regulations of
any appropriate regulatory authority or agency, then, during such time as such
rate of interest would be deemed excessive, that portion of each interest
payment attributable to that portion of such interest rate that exceeds the
maximum rate of interest so permitted shall be deemed a voluntary prepayment of
principal.
GREENE COUNTY BANCSHARES, INC.
By:
---------------------------
Its President
Lender's Name and Address: ATTEST:
W.C. Adams, Sr. and Ann S. Adams
-------------------------------- ------------------------------
Knoxville, Tennessee
------------
<PAGE> 39
EXHIBIT D
PROMISSORY NOTE
$300,000 Greeneville, Tennessee
_______________, 1996
FOR VALUE RECEIVED, the undersigned GREENE COUNTY BANCSHARES, INC., a
Tennessee corporation ("Borrower"), promises to pay to W.C. Adams, Sr. and Ann
S. Adams, jointly, ("Lender") at Lender's address shown below (or at such other
place as may be designated from time to time in writing by the Lender to the
Borrower) the principal sum of Three Hundred Thousand Dollars ($300,000.00),
together with interest on the unpaid principal balance from time to time
outstanding from the date hereof until the entire principal amount due
hereunder is paid in full at the rate per annum of eight percent (8%).
Principal and interest shall be paid as follows:
(A) Interest at the aforesaid rate shall be calculated on the
basis of a 360-day year and shall be due and payable quarterly
in arrears on January 15, April 15, July 15 and October 15 of
each year beginning April 15, 1996, until such time as the
outstanding principal balance hereof shall have been paid in
full.
(B) The outstanding principal balance hereof shall be due and be
payable on January 15, 2005.
If any amount of principal or interest is not paid within ten (10) days after
the same is due, then Borrower shall upon demand pay to Lender a late fee equal
to five percent (5%) of such amount. The imposition for collection of this fee
shall not, however, constitute a waiver of any default or demand by Lender.
The following shall constitute an "Event of Default" hereunder:
1. The failure of Borrower to make any payment of principal and
interest hereunder within five (5) days after the date such
payment is due; or
2. If at the end of any calendar quarter during the term hereof
the ratio of Greene County Bancshares, Inc.'s consolidated
total stockholders' equity to Greene County Bancshares, Inc.'s
consolidated total average assets shall be less than six
percent (6%); or
3. If any time during the term hereof Greene County Bank, the
wholly owned subsidiary of Greene County Bancshares, Inc.,
shall have received an examination report from the Federal
Deposit Insurance Corporation or the Tennessee Department of
Financial Institutions as a result of which Greene County Bank
receives a composite rating under the "CAMEL" System of four
or five.
Upon the occurrence of an Event of Default as defined above, this Note and all
interest accrued hereon shall become due and payable forthwith at the election
of the Lender and the payment and acceptance of any sum on account of this Note
shall not be considered a waiver of such right of election. No waiver of any
Event of Default hereunder shall be considered a wavier of any other or
subsequent default.
<PAGE> 40
Borrower shall have no right of prepayment of principal hereunder; however, if
the rate of personal federal income tax payable on the receipt of capital gains
is lowered from the current rate of 28% to 20% or below, then Borrower may
prepay any or all of the outstanding principal balance and all interest accrued
hereon but only upon the receipt of an opinion of Lender's legal counsel or
accountant to the effect that such prepayment will not create more actual
federal income tax liability for the Lender than if the outstanding principal
at the time of such proposed prepayment were repaid to Lender in accordance
with the terms of this Note.
Borrower will pay to Lender all costs and expenses of collection hereof
(including reasonable attorneys' fees).
Borrower waives presentment, demand for payment, protest and notice of
nonpayment.
This Note shall be construed in accordance with the laws of Tennessee.
If, at any time, the rate of interest shall be deemed by any competent court of
law, governmental agency or tribunal to exceed the maximum rate of interest
permitted by laws of any applicable jurisdiction or the rules or regulations of
any appropriate regulatory authority or agency, then, during such time as such
rate of interest would be deemed excessive, that portion of each interest
payment attributable to that portion of such interest rate that exceeds the
maximum rate of interest so permitted shall be deemed a voluntary prepayment of
principal.
GREENE COUNTY BANCSHARES, INC.
By:
---------------------------
Its President
Lender's Name and Address: ATTEST:
W.C. Adams, Sr. and Ann S. Adams
-------------------------------- ------------------------------
Knoxville, Tennessee
------------
<PAGE> 41
EXHIBIT E
PROMISSORY NOTE
$400,000 Greeneville, Tennessee
_______________, 1996
FOR VALUE RECEIVED, the undersigned GREENE COUNTY BANCSHARES, INC., a
Tennessee corporation ("Borrower"), promises to pay to W.C. Adams, Sr. and Ann
S. Adams, jointly, ("Lender") at Lender's address shown below (or at such other
place as may be designated from time to time in writing by the Lender to the
Borrower) the principal sum of Four Hundred Thousand Dollars ($400,000.00),
together with interest on the unpaid principal balance from time to time
outstanding from the date hereof until the entire principal amount due
hereunder is paid in full at the rate per annum of eight percent (8%).
Principal and interest shall be paid as follows:
(A) Interest at the aforesaid rate shall be calculated on the
basis of a 360-day year and shall be due and payable quarterly
in arrears on January 15, April 15, July 15 and October 15 of
each year beginning April 15, 1996, until such time as the
outstanding principal balance hereof shall have been paid in
full.
(B) The outstanding principal balance hereof shall be due and be
payable on January 15, 2006.
If any amount of principal or interest is not paid within ten (10) days after
the same is due, then Borrower shall upon demand pay to Lender a late fee equal
to five percent (5%) of such amount. The imposition for collection of this fee
shall not, however, constitute a waiver of any default or demand by Lender.
The following shall constitute an "Event of Default" hereunder:
1. The failure of Borrower to make any payment of principal and
interest hereunder within five (5) days after the date such
payment is due; or
2. If at the end of any calendar quarter during the term hereof
the ratio of Greene County Bancshares, Inc.'s consolidated
total stockholders' equity to Greene County Bancshares, Inc.'s
consolidated total average assets shall be less than six
percent (6%); or
3. If any time during the term hereof Greene County Bank, the
wholly owned subsidiary of Greene County Bancshares, Inc.,
shall have received an examination report from the Federal
Deposit Insurance Corporation or the Tennessee Department of
Financial Institutions as a result of which Greene County Bank
receives a composite rating under the "CAMEL" System of four
or five.
Upon the occurrence of an Event of Default as defined above, this Note and all
interest accrued hereon shall become due and payable forthwith at the election
of the Lender and the payment and acceptance of any sum on account of this Note
shall not be considered a waiver of such right of election. No waiver of any
Event of Default hereunder shall be considered a wavier of any other or
subsequent default.
<PAGE> 42
Borrower shall have no right of prepayment of principal hereunder; however, if
the rate of personal federal income tax payable on the receipt of capital gains
is lowered from the current rate of 28% to 20% or below, then Borrower may
prepay any or all of the outstanding principal balance and all interest accrued
hereon but only upon the receipt of an opinion of Lender's legal counsel or
accountant to the effect that such prepayment will not create more actual
federal income tax liability for the Lender than if the outstanding principal
at the time of such proposed prepayment were repaid to Lender in accordance
with the terms of this Note.
Borrower will pay to Lender all costs and expenses of collection hereof
(including reasonable attorneys' fees).
Borrower waives presentment, demand for payment, protest and notice of
nonpayment.
This Note shall be construed in accordance with the laws of Tennessee.
If, at any time, the rate of interest shall be deemed by any competent court of
law, governmental agency or tribunal to exceed the maximum rate of interest
permitted by laws of any applicable jurisdiction or the rules or regulations of
any appropriate regulatory authority or agency, then, during such time as such
rate of interest would be deemed excessive, that portion of each interest
payment attributable to that portion of such interest rate that exceeds the
maximum rate of interest so permitted shall be deemed a voluntary prepayment of
principal.
GREENE COUNTY BANCSHARES, INC.
By:
---------------------------
Its President
Lender's Name and Address: ATTEST:
W.C. Adams, Sr. and Ann S. Adams
-------------------------------- ------------------------------
Knoxville, Tennessee
------------
<PAGE> 43
EXHIBIT F
PROMISSORY NOTE
$500,000 Greeneville, Tennessee
_______________, 1996
FOR VALUE RECEIVED, the undersigned GREENE COUNTY BANCSHARES, INC., a
Tennessee corporation ("Borrower"), promises to pay to W.C. Adams, Sr. and Ann
S. Adams, jointly, ("Lender") at Lender's address shown below (or at such other
place as may be designated from time to time in writing by the Lender to the
Borrower) the principal sum of Five Hundred Thousand Dollars ($500,000.00),
together with interest on the unpaid principal balance from time to time
outstanding from the date hereof until the entire principal amount due
hereunder is paid in full at the rate per annum of eight percent (8%).
Principal and interest shall be paid as follows:
(A) Interest at the aforesaid rate shall be calculated on the
basis of a 360-day year and shall be due and payable quarterly
in arrears on January 15, April 15, July 15 and October 15 of
each year beginning April 15, 1996, until such time as the
outstanding principal balance hereof shall have been paid in
full.
(B) The outstanding principal balance hereof shall be due and be
payable on January 15, 2007.
If any amount of principal or interest is not paid within ten (10) days after
the same is due, then Borrower shall upon demand pay to Lender a late fee equal
to five percent (5%) of such amount. The imposition for collection of this fee
shall not, however, constitute a waiver of any default or demand by Lender.
The following shall constitute an "Event of Default" hereunder:
1. The failure of Borrower to make any payment of principal and
interest hereunder within five (5) days after the date such
payment is due; or
2. If at the end of any calendar quarter during the term hereof
the ratio of Greene County Bancshares, Inc.'s consolidated
total stockholders' equity to Greene County Bancshares, Inc.'s
consolidated total average assets shall be less than six
percent (6%); or
3. If any time during the term hereof Greene County Bank, the
wholly owned subsidiary of Greene County Bancshares, Inc.,
shall have received an examination report from the Federal
Deposit Insurance Corporation or the Tennessee Department of
Financial Institutions as a result of which Greene County Bank
receives a composite rating under the "CAMEL" System of four
or five.
Upon the occurrence of an Event of Default as defined above, this Note and all
interest accrued hereon shall become due and payable forthwith at the election
of the Lender and the payment and acceptance of any sum on account of this Note
shall not be considered a waiver of such right of election. No waiver of any
Event of Default hereunder shall be considered a wavier of any other or
subsequent default.
<PAGE> 44
Borrower shall have no right of prepayment of principal hereunder; however, if
the rate of personal federal income tax payable on the receipt of capital gains
is lowered from the current rate of 28% to 20% or below, then Borrower may
prepay any or all of the outstanding principal balance and all interest accrued
hereon but only upon the receipt of an opinion of Lender's legal counsel or
accountant to the effect that such prepayment will not create more actual
federal income tax liability for the Lender than if the outstanding principal
at the time of such proposed prepayment were repaid to Lender in accordance
with the terms of this Note.
Borrower will pay to Lender all costs and expenses of collection hereof
(including reasonable attorneys' fees).
Borrower waives presentment, demand for payment, protest and notice of
nonpayment.
This Note shall be construed in accordance with the laws of Tennessee.
If, at any time, the rate of interest shall be deemed by any competent court of
law, governmental agency or tribunal to exceed the maximum rate of interest
permitted by laws of any applicable jurisdiction or the rules or regulations of
any appropriate regulatory authority or agency, then, during such time as such
rate of interest would be deemed excessive, that portion of each interest
payment attributable to that portion of such interest rate that exceeds the
maximum rate of interest so permitted shall be deemed a voluntary prepayment of
principal.
GREENE COUNTY BANCSHARES, INC.
By:
---------------------------
Its President
Lender's Name and Address: ATTEST:
W.C. Adams, Sr. and Ann S. Adams
-------------------------------- ------------------------------
Knoxville, Tennessee
------------
<PAGE> 45
EXHIBIT G
PROMISSORY NOTE
$600,000 Greeneville, Tennessee
_______________, 1996
FOR VALUE RECEIVED, the undersigned GREENE COUNTY BANCSHARES, INC., a
Tennessee corporation ("Borrower"), promises to pay to W.C. Adams, Sr. and Ann
S. Adams, jointly, ("Lender") at Lender's address shown below (or at such other
place as may be designated from time to time in writing by the Lender to the
Borrower) the principal sum of Six Hundred Thousand Dollars ($600,000.00),
together with interest on the unpaid principal balance from time to time
outstanding from the date hereof until the entire principal amount due
hereunder is paid in full at the rate per annum of eight percent (8%).
Principal and interest shall be paid as follows:
(A) Interest at the aforesaid rate shall be calculated on the
basis of a 360-day year and shall be due and payable quarterly
in arrears on January 15, April 15, July 15 and October 15 of
each year beginning April 15, 1996, until such time as the
outstanding principal balance hereof shall have been paid in
full.
(B) The outstanding principal balance hereof shall be due and be
payable on January 15, 2008.
If any amount of principal or interest is not paid within ten (10) days after
the same is due, then Borrower shall upon demand pay to Lender a late fee equal
to five percent (5%) of such amount. The imposition for collection of this fee
shall not, however, constitute a waiver of any default or demand by Lender.
The following shall constitute an "Event of Default" hereunder:
1. The failure of Borrower to make any payment of principal and
interest hereunder within five (5) days after the date such
payment is due; or
2. If at the end of any calendar quarter during the term hereof
the ratio of Greene County Bancshares, Inc.'s consolidated
total stockholders' equity to Greene County Bancshares, Inc.'s
consolidated total average assets shall be less than six
percent (6%); or
3. If any time during the term hereof Greene County Bank, the
wholly owned subsidiary of Greene County Bancshares, Inc.,
shall have received an examination report from the Federal
Deposit Insurance Corporation or the Tennessee Department of
Financial Institutions as a result of which Greene County Bank
receives a composite rating under the "CAMEL" System of four
or five.
Upon the occurrence of an Event of Default as defined above, this Note and all
interest accrued hereon shall become due and payable forthwith at the election
of the Lender and the payment and acceptance of any sum on account of this Note
shall not be considered a waiver of such right of election. No waiver of any
Event of Default hereunder shall be considered a wavier of any other or
subsequent default.
<PAGE> 46
Borrower shall have no right of prepayment of principal hereunder; however, if
the rate of personal federal income tax payable on the receipt of capital gains
is lowered from the current rate of 28% to 20% or below, then Borrower may
prepay any or all of the outstanding principal balance and all interest accrued
hereon but only upon the receipt of an opinion of Lender's legal counsel or
accountant to the effect that such prepayment will not create more actual
federal income tax liability for the Lender than if the outstanding principal
at the time of such proposed prepayment were repaid to Lender in accordance
with the terms of this Note.
Borrower will pay to Lender all costs and expenses of collection hereof
(including reasonable attorneys' fees).
Borrower waives presentment, demand for payment, protest and notice of
nonpayment.
This Note shall be construed in accordance with the laws of Tennessee.
If, at any time, the rate of interest shall be deemed by any competent court of
law, governmental agency or tribunal to exceed the maximum rate of interest
permitted by laws of any applicable jurisdiction or the rules or regulations of
any appropriate regulatory authority or agency, then, during such time as such
rate of interest would be deemed excessive, that portion of each interest
payment attributable to that portion of such interest rate that exceeds the
maximum rate of interest so permitted shall be deemed a voluntary prepayment of
principal.
GREENE COUNTY BANCSHARES, INC.
By:
---------------------------
Its President
Lender's Name and Address: ATTEST:
W.C. Adams, Sr. and Ann S. Adams
-------------------------------- ------------------------------
Knoxville, Tennessee
------------
<PAGE> 47
EXHIBIT H
PROMISSORY NOTE
$31,418 Greeneville, Tennessee
_______________, 1996
FOR VALUE RECEIVED, the undersigned GREENE COUNTY BANCSHARES, INC., a
Tennessee corporation ("Borrower"), promises to pay to W.C. Adams, Jr.
("Lender") at Lender's address shown below (or at such other place as may be
designated from time to time in writing by the Lender to the Borrower) the
principal sum of Thirty-One Thousand, Four Hundred Eighteen Dollars
($31,418.00), together with interest on the unpaid principal balance from time
to time outstanding from the date hereof until the entire principal amount due
hereunder is paid in full at the rate per annum of eight percent (8%).
Principal and interest shall be paid as follows:
(A) Interest at the aforesaid rate shall be calculated on the
basis of a 360-day year and shall be due and payable quarterly
in arrears on January 15, April 15, July 15 and October 15 of
each year beginning April 15, 1996, until such time as the
outstanding principal balance hereof shall have been paid in
full.
(B) The outstanding principal balance hereof shall be due and be
payable on January 15, 2003.
If any amount of principal or interest is not paid within ten (10) days after
the same is due, then Borrower shall upon demand pay to Lender a late fee equal
to five percent (5%) of such amount. The imposition for collection of this fee
shall not, however, constitute a waiver of any default or demand by Lender.
The following shall constitute an "Event of Default" hereunder:
1. The failure of Borrower to make any payment of principal and
interest hereunder within five (5) days after the date such
payment is due; or
2. If at the end of any calendar quarter during the term hereof
the ratio of Greene County Bancshares, Inc.'s consolidated
total stockholders' equity to Greene County Bancshares, Inc.'s
consolidated total average assets shall be less than six
percent (6%); or
3. If any time during the term hereof Greene County Bank, the
wholly owned subsidiary of Greene County Bancshares, Inc.,
shall have received an examination report from the Federal
Deposit Insurance Corporation or the Tennessee Department of
Financial Institutions as a result of which Greene County Bank
receives a composite rating under the "CAMEL" System of four
or five.
Upon the occurrence of an Event of Default as defined above, this Note and all
interest accrued hereon shall become due and payable forthwith at the election
of the Lender and the payment and acceptance of any sum on account of this Note
shall not be considered a waiver of such right of election. No waiver of any
Event of Default hereunder shall be considered a wavier of any other or
subsequent default.
<PAGE> 48
Borrower shall have no right of prepayment of principal hereunder; however, if
the rate of personal federal income tax payable on the receipt of capital gains
is lowered from the current rate of 28% to 20% or below, then Borrower may
prepay any or all of the outstanding principal balance and all interest accrued
hereon but only upon the receipt of an opinion of Lender's legal counsel or
accountant to the effect that such prepayment will not create more actual
federal income tax liability for the Lender than if the outstanding principal
at the time of such proposed prepayment were repaid to Lender in accordance
with the terms of this Note.
Borrower will pay to Lender all costs and expenses of collection hereof
(including reasonable attorneys' fees).
Borrower waives presentment, demand for payment, protest and notice of
nonpayment.
This Note shall be construed in accordance with the laws of Tennessee.
If, at any time, the rate of interest shall be deemed by any competent court of
law, governmental agency or tribunal to exceed the maximum rate of interest
permitted by laws of any applicable jurisdiction or the rules or regulations of
any appropriate regulatory authority or agency, then, during such time as such
rate of interest would be deemed excessive, that portion of each interest
payment attributable to that portion of such interest rate that exceeds the
maximum rate of interest so permitted shall be deemed a voluntary prepayment of
principal.
GREENE COUNTY BANCSHARES, INC.
By:
---------------------------
Its President
Lender's Name and Address: ATTEST:
W.C. Adams, Jr.
-------------------------------- ------------------------------
Athens, Tennessee
---------------
<PAGE> 49
EXHIBIT I
PROMISSORY NOTE
$40,000 Greeneville, Tennessee
_______________, 1996
FOR VALUE RECEIVED, the undersigned GREENE COUNTY BANCSHARES, INC., a
Tennessee corporation ("Borrower"), promises to pay to W.C. Adams, Jr.
("Lender") at Lender's address shown below (or at such other place as may be
designated from time to time in writing by the Lender to the Borrower) the
principal sum of Forty Thousand Dollars ($40,000.00), together with interest on
the unpaid principal balance from time to time outstanding from the date hereof
until the entire principal amount due hereunder is paid in full at the rate per
annum of eight percent (8%).
Principal and interest shall be paid as follows:
(A) Interest at the aforesaid rate shall be calculated on the
basis of a 360-day year and shall be due and payable quarterly
in arrears on January 15, April 15, July 15 and October 15 of
each year beginning April 15, 1996, until such time as the
outstanding principal balance hereof shall have been paid in
full.
(B) The outstanding principal balance hereof shall be due and be
payable on January 15, 2004.
If any amount of principal or interest is not paid within ten (10) days after
the same is due, then Borrower shall upon demand pay to Lender a late fee equal
to five percent (5%) of such amount. The imposition for collection of this fee
shall not, however, constitute a waiver of any default or demand by Lender.
The following shall constitute an "Event of Default" hereunder:
1. The failure of Borrower to make any payment of principal and
interest hereunder within five (5) days after the date such
payment is due; or
2. If at the end of any calendar quarter during the term hereof
the ratio of Greene County Bancshares, Inc.'s consolidated
total stockholders' equity to Greene County Bancshares, Inc.'s
consolidated total average assets shall be less than six
percent (6%); or
3. If any time during the term hereof Greene County Bank, the
wholly owned subsidiary of Greene County Bancshares, Inc.,
shall have received an examination report from the Federal
Deposit Insurance Corporation or the Tennessee Department of
Financial Institutions as a result of which Greene County Bank
receives a composite rating under the "CAMEL" System of four
or five.
Upon the occurrence of an Event of Default as defined above, this Note and all
interest accrued hereon shall become due and payable forthwith at the election
of the Lender and the payment and acceptance of any sum on account of this Note
shall not be considered a waiver of such right of election. No waiver of any
Event of Default hereunder shall be considered a wavier of any other or
subsequent default.
<PAGE> 50
Borrower shall have no right of prepayment of principal hereunder; however, if
the rate of personal federal income tax payable on the receipt of capital gains
is lowered from the current rate of 28% to 20% or below, then Borrower may
prepay any or all of the outstanding principal balance and all interest accrued
hereon but only upon the receipt of an opinion of Lender's legal counsel or
accountant to the effect that such prepayment will not create more actual
federal income tax liability for the Lender than if the outstanding principal
at the time of such proposed prepayment were repaid to Lender in accordance
with the terms of this Note.
Borrower will pay to Lender all costs and expenses of collection hereof
(including reasonable attorneys' fees).
Borrower waives presentment, demand for payment, protest and notice of
nonpayment.
This Note shall be construed in accordance with the laws of Tennessee.
If, at any time, the rate of interest shall be deemed by any competent court of
law, governmental agency or tribunal to exceed the maximum rate of interest
permitted by laws of any applicable jurisdiction or the rules or regulations of
any appropriate regulatory authority or agency, then, during such time as such
rate of interest would be deemed excessive, that portion of each interest
payment attributable to that portion of such interest rate that exceeds the
maximum rate of interest so permitted shall be deemed a voluntary prepayment of
principal.
GREENE COUNTY BANCSHARES, INC.
By:
---------------------------
Its President
Lender's Name and Address: ATTEST:
W.C. Adams, Jr.
-------------------------------- ------------------------------
Athens, Tennessee
---------------
<PAGE> 51
EXHIBIT J
PROMISSORY NOTE
$40,000 Greeneville, Tennessee
_______________, 1996
FOR VALUE RECEIVED, the undersigned GREENE COUNTY BANCSHARES, INC., a
Tennessee corporation ("Borrower"), promises to pay to W.C. Adams, Jr.
("Lender") at Lender's address shown below (or at such other place as may be
designated from time to time in writing by the Lender to the Borrower) the
principal sum of Forty Thousand Dollars ($40,000.00), together with interest on
the unpaid principal balance from time to time outstanding from the date hereof
until the entire principal amount due hereunder is paid in full at the rate per
annum of eight percent (8%).
Principal and interest shall be paid as follows:
(A) Interest at the aforesaid rate shall be calculated on the
basis of a 360-day year and shall be due and payable quarterly
in arrears on January 15, April 15, July 15 and October 15 of
each year beginning April 15, 1996, until such time as the
outstanding principal balance hereof shall have been paid in
full.
(B) The outstanding principal balance hereof shall be due and be
payable on January 15, 2005.
If any amount of principal or interest is not paid within ten (10) days after
the same is due, then Borrower shall upon demand pay to Lender a late fee equal
to five percent (5%) of such amount. The imposition for collection of this fee
shall not, however, constitute a waiver of any default or demand by Lender.
The following shall constitute an "Event of Default" hereunder:
1. The failure of Borrower to make any payment of principal and
interest hereunder within five (5) days after the date such
payment is due; or
2. If at the end of any calendar quarter during the term hereof
the ratio of Greene County Bancshares, Inc.'s consolidated
total stockholders' equity to Greene County Bancshares, Inc.'s
consolidated total average assets shall be less than six
percent (6%); or
3. If any time during the term hereof Greene County Bank, the
wholly owned subsidiary of Greene County Bancshares, Inc.,
shall have received an examination report from the Federal
Deposit Insurance Corporation or the Tennessee Department of
Financial Institutions as a result of which Greene County Bank
receives a composite rating under the "CAMEL" System of four
or five.
Upon the occurrence of an Event of Default as defined above, this Note and all
interest accrued hereon shall become due and payable forthwith at the election
of the Lender and the payment and acceptance of any sum on account of this Note
shall not be considered a waiver of such right of election. No waiver of any
Event of Default hereunder shall be considered a wavier of any other or
subsequent default.
<PAGE> 52
Borrower shall have no right of prepayment of principal hereunder; however, if
the rate of personal federal income tax payable on the receipt of capital gains
is lowered from the current rate of 28% to 20% or below, then Borrower may
prepay any or all of the outstanding principal balance and all interest accrued
hereon but only upon the receipt of an opinion of Lender's legal counsel or
accountant to the effect that such prepayment will not create more actual
federal income tax liability for the Lender than if the outstanding principal
at the time of such proposed prepayment were repaid to Lender in accordance
with the terms of this Note.
Borrower will pay to Lender all costs and expenses of collection hereof
(including reasonable attorneys' fees).
Borrower waives presentment, demand for payment, protest and notice of
nonpayment.
This Note shall be construed in accordance with the laws of Tennessee.
If, at any time, the rate of interest shall be deemed by any competent court of
law, governmental agency or tribunal to exceed the maximum rate of interest
permitted by laws of any applicable jurisdiction or the rules or regulations of
any appropriate regulatory authority or agency, then, during such time as such
rate of interest would be deemed excessive, that portion of each interest
payment attributable to that portion of such interest rate that exceeds the
maximum rate of interest so permitted shall be deemed a voluntary prepayment of
principal.
GREENE COUNTY BANCSHARES, INC.
By:
---------------------------
Its President
Lender's Name and Address: ATTEST:
W.C. Adams, Jr.
-------------------------------- ------------------------------
Athens, Tennessee
---------------
<PAGE> 53
EXHIBIT K
PROMISSORY NOTE
$40,000 Greeneville, Tennessee
_______________, 1996
FOR VALUE RECEIVED, the undersigned GREENE COUNTY BANCSHARES, INC., a
Tennessee corporation ("Borrower"), promises to pay to W.C. Adams, Jr.
("Lender") at Lender's address shown below (or at such other place as may be
designated from time to time in writing by the Lender to the Borrower) the
principal sum of Forty Thousand Dollars ($40,000.00), together with interest on
the unpaid principal balance from time to time outstanding from the date hereof
until the entire principal amount due hereunder is paid in full at the rate per
annum of eight percent (8%).
Principal and interest shall be paid as follows:
(A) Interest at the aforesaid rate shall be calculated on the
basis of a 360-day year and shall be due and payable quarterly
in arrears on January 15, April 15, July 15 and October 15 of
each year beginning April 15, 1996, until such time as the
outstanding principal balance hereof shall have been paid in
full.
(B) The outstanding principal balance hereof shall be due and be
payable on January 15, 2006.
If any amount of principal or interest is not paid within ten (10) days after
the same is due, then Borrower shall upon demand pay to Lender a late fee equal
to five percent (5%) of such amount. The imposition for collection of this fee
shall not, however, constitute a waiver of any default or demand by Lender.
The following shall constitute an "Event of Default" hereunder:
1. The failure of Borrower to make any payment of principal and
interest hereunder within five (5) days after the date such
payment is due; or
2. If at the end of any calendar quarter during the term hereof
the ratio of Greene County Bancshares, Inc.'s consolidated
total stockholders' equity to Greene County Bancshares, Inc.'s
consolidated total average assets shall be less than six
percent (6%); or
3. If any time during the term hereof Greene County Bank, the
wholly owned subsidiary of Greene County Bancshares, Inc.,
shall have received an examination report from the Federal
Deposit Insurance Corporation or the Tennessee Department of
Financial Institutions as a result of which Greene County Bank
receives a composite rating under the "CAMEL" System of four
or five.
Upon the occurrence of an Event of Default as defined above, this Note and all
interest accrued hereon shall become due and payable forthwith at the election
of the Lender and the payment and acceptance of any sum on account of this Note
shall not be considered a waiver of such right of election. No waiver of any
Event of Default hereunder shall be considered a wavier of any other or
subsequent default.
<PAGE> 54
Borrower shall have no right of prepayment of principal hereunder; however, if
the rate of personal federal income tax payable on the receipt of capital gains
is lowered from the current rate of 28% to 20% or below, then Borrower may
prepay any or all of the outstanding principal balance and all interest accrued
hereon but only upon the receipt of an opinion of Lender's legal counsel or
accountant to the effect that such prepayment will not create more actual
federal income tax liability for the Lender than if the outstanding principal
at the time of such proposed prepayment were repaid to Lender in accordance
with the terms of this Note.
Borrower will pay to Lender all costs and expenses of collection hereof
(including reasonable attorneys' fees).
Borrower waives presentment, demand for payment, protest and notice of
nonpayment.
This Note shall be construed in accordance with the laws of Tennessee.
If, at any time, the rate of interest shall be deemed by any competent court of
law, governmental agency or tribunal to exceed the maximum rate of interest
permitted by laws of any applicable jurisdiction or the rules or regulations of
any appropriate regulatory authority or agency, then, during such time as such
rate of interest would be deemed excessive, that portion of each interest
payment attributable to that portion of such interest rate that exceeds the
maximum rate of interest so permitted shall be deemed a voluntary prepayment of
principal.
GREENE COUNTY BANCSHARES, INC.
By:
---------------------------
Its President
Lender's Name and Address: ATTEST:
W.C. Adams, Jr.
-------------------------------- ------------------------------
Athens, Tennessee
---------------
<PAGE> 55
EXHIBIT L
PROMISSORY NOTE
$40,000 Greeneville, Tennessee
_______________, 1996
FOR VALUE RECEIVED, the undersigned GREENE COUNTY BANCSHARES, INC., a
Tennessee corporation ("Borrower"), promises to pay to W.C. Adams, Jr.
("Lender") at Lender's address shown below (or at such other place as may be
designated from time to time in writing by the Lender to the Borrower) the
principal sum of Forty Thousand Dollars ($40,000.00), together with interest on
the unpaid principal balance from time to time outstanding from the date hereof
until the entire principal amount due hereunder is paid in full at the rate per
annum of eight percent (8%).
Principal and interest shall be paid as follows:
(A) Interest at the aforesaid rate shall be calculated on the
basis of a 360-day year and shall be due and payable quarterly
in arrears on January 15, April 15, July 15 and October 15 of
each year beginning April 15, 1996, until such time as the
outstanding principal balance hereof shall have been paid in
full.
(B) The outstanding principal balance hereof shall be due and be
payable on January 15, 2007.
If any amount of principal or interest is not paid within ten (10) days after
the same is due, then Borrower shall upon demand pay to Lender a late fee equal
to five percent (5%) of such amount. The imposition for collection of this fee
shall not, however, constitute a waiver of any default or demand by Lender.
The following shall constitute an "Event of Default" hereunder:
1. The failure of Borrower to make any payment of principal and
interest hereunder within five (5) days after the date such
payment is due; or
2. If at the end of any calendar quarter during the term hereof
the ratio of Greene County Bancshares, Inc.'s consolidated
total stockholders' equity to Greene County Bancshares, Inc.'s
consolidated total average assets shall be less than six
percent (6%); or
3. If any time during the term hereof Greene County Bank, the
wholly owned subsidiary of Greene County Bancshares, Inc.,
shall have received an examination report from the Federal
Deposit Insurance Corporation or the Tennessee Department of
Financial Institutions as a result of which Greene County Bank
receives a composite rating under the "CAMEL" System of four
or five.
Upon the occurrence of an Event of Default as defined above, this Note and all
interest accrued hereon shall become due and payable forthwith at the election
of the Lender and the payment and acceptance of any sum on account of this Note
shall not be considered a waiver of such right of election. No waiver of any
Event of Default hereunder shall be considered a wavier of any other or
subsequent default.
<PAGE> 56
Borrower shall have no right of prepayment of principal hereunder; however, if
the rate of personal federal income tax payable on the receipt of capital gains
is lowered from the current rate of 28% to 20% or below, then Borrower may
prepay any or all of the outstanding principal balance and all interest accrued
hereon but only upon the receipt of an opinion of Lender's legal counsel or
accountant to the effect that such prepayment will not create more actual
federal income tax liability for the Lender than if the outstanding principal
at the time of such proposed prepayment were repaid to Lender in accordance
with the terms of this Note.
Borrower will pay to Lender all costs and expenses of collection hereof
(including reasonable attorneys' fees).
Borrower waives presentment, demand for payment, protest and notice of
nonpayment.
This Note shall be construed in accordance with the laws of Tennessee.
If, at any time, the rate of interest shall be deemed by any competent court of
law, governmental agency or tribunal to exceed the maximum rate of interest
permitted by laws of any applicable jurisdiction or the rules or regulations of
any appropriate regulatory authority or agency, then, during such time as such
rate of interest would be deemed excessive, that portion of each interest
payment attributable to that portion of such interest rate that exceeds the
maximum rate of interest so permitted shall be deemed a voluntary prepayment of
principal.
GREENE COUNTY BANCSHARES, INC.
By:
---------------------------
Its President
Lender's Name and Address: ATTEST:
W.C. Adams, Jr.
-------------------------------- ------------------------------
Athens, Tennessee
---------------
<PAGE> 57
EXHIBIT M
PROMISSORY NOTE
$40,000 Greeneville, Tennessee
_______________, 1996
FOR VALUE RECEIVED, the undersigned GREENE COUNTY BANCSHARES, INC., a
Tennessee corporation ("Borrower"), promises to pay to W.C. Adams, Jr.
("Lender") at Lender's address shown below (or at such other place as may be
designated from time to time in writing by the Lender to the Borrower) the
principal sum of Forty Thousand Dollars ($40,000.00), together with interest on
the unpaid principal balance from time to time outstanding from the date hereof
until the entire principal amount due hereunder is paid in full at the rate per
annum of eight percent (8%).
Principal and interest shall be paid as follows:
(A) Interest at the aforesaid rate shall be calculated on the
basis of a 360-day year and shall be due and payable quarterly
in arrears on January 15, April 15, July 15 and October 15 of
each year beginning April 15, 1996, until such time as the
outstanding principal balance hereof shall have been paid in
full.
(B) The outstanding principal balance hereof shall be due and be
payable on January 15, 2008.
If any amount of principal or interest is not paid within ten (10) days after
the same is due, then Borrower shall upon demand pay to Lender a late fee equal
to five percent (5%) of such amount. The imposition for collection of this fee
shall not, however, constitute a waiver of any default or demand by Lender.
The following shall constitute an "Event of Default" hereunder:
1. The failure of Borrower to make any payment of principal and
interest hereunder within five (5) days after the date such
payment is due; or
2. If at the end of any calendar quarter during the term hereof
the ratio of Greene County Bancshares, Inc.'s consolidated
total stockholders' equity to Greene County Bancshares, Inc.'s
consolidated total average assets shall be less than six
percent (6%); or
3. If any time during the term hereof Greene County Bank, the
wholly owned subsidiary of Greene County Bancshares, Inc.,
shall have received an examination report from the Federal
Deposit Insurance Corporation or the Tennessee Department of
Financial Institutions as a result of which Greene County Bank
receives a composite rating under the "CAMEL" System of four
or five.
Upon the occurrence of an Event of Default as defined above, this Note and all
interest accrued hereon shall become due and payable forthwith at the election
of the Lender and the payment and acceptance of any sum on account of this Note
shall not be considered a waiver of such right of election. No waiver of any
Event of Default hereunder shall be considered a wavier of any other or
subsequent default.
<PAGE> 58
Borrower shall have no right of prepayment of principal hereunder; however, if
the rate of personal federal income tax payable on the receipt of capital gains
is lowered from the current rate of 28% to 20% or below, then Borrower may
prepay any or all of the outstanding principal balance and all interest accrued
hereon but only upon the receipt of an opinion of Lender's legal counsel or
accountant to the effect that such prepayment will not create more actual
federal income tax liability for the Lender than if the outstanding principal
at the time of such proposed prepayment were repaid to Lender in accordance
with the terms of this Note.
Borrower will pay to Lender all costs and expenses of collection hereof
(including reasonable attorneys' fees).
Borrower waives presentment, demand for payment, protest and notice of
nonpayment.
This Note shall be construed in accordance with the laws of Tennessee.
If, at any time, the rate of interest shall be deemed by any competent court of
law, governmental agency or tribunal to exceed the maximum rate of interest
permitted by laws of any applicable jurisdiction or the rules or regulations of
any appropriate regulatory authority or agency, then, during such time as such
rate of interest would be deemed excessive, that portion of each interest
payment attributable to that portion of such interest rate that exceeds the
maximum rate of interest so permitted shall be deemed a voluntary prepayment of
principal.
GREENE COUNTY BANCSHARES, INC.
By:
---------------------------
Its President
Lender's Name and Address: ATTEST:
W.C. Adams, Jr.
-------------------------------- ------------------------------
Athens, Tennessee
---------------
