PURCHASE AND ASSUMPTION AGREEMENT

 

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                                                                     EXHIBIT 2.1

 

                        PURCHASE AND ASSUMPTION AGREEMENT

 

                                      dated

                                 April 25, 2005

 

                                       among

 

                                 COMMUNITY BANK,

 

                         AMERICAN FAMILY MORTGAGE, LLC,

 

                                       and

 

                                 AMERIDOCS, LLC

 

PURCHASE AND ASSUMPTION AGREEMENT, dated April 25, 2005 (this "Agreement"),

among Community Bank, an Alabama banking corporation ("Purchaser"), American

Family Mortgage, LLC, an Alabama limited liability company ("American Family")

and AmeriDocs, LLC, an Alabama limited liability company ("AmeriDocs"). American

Family and AmeriDocs are sometimes referred to herein as "Sellers."

 

                                    RECITALS

 

A. The Proposed Transaction. This Agreement provides for the purchase of certain

assets and the assumption of certain liabilities of Sellers by Purchaser.

 

B. Approvals. The board of directors of Purchaser and all of the members of

Sellers have determined that the acquisition and the other transactions

contemplated hereby are consistent with, and in furtherance of, their respective

business strategies and goals, and have approved of the acquisition and, in the

case of Purchaser's board of directors, believes that the acquisition is in the

best interests of Purchaser's shareholders.

 

NOW, THEREFORE, in consideration of the premises and of the mutual covenants,

representations, warranties and agreements contained herein, the parties agree

as follows:

 

                                    ARTICLE I

                                  DEFINED TERMS

 

     1.01 Definitions. The following terms used in this Agreement shall have the

meanings specified below:

 

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          (a) "Closing" means the closing of the purchase of the assets and the

assumption of the liabilities of the Sellers as provided herein.

 

          (b) "Closing Date" means the date chosen by the Purchaser and Sellers

on which the Closing occurs.

 

          (c) "Lien" means any conditional sale agreement, default of title,

easement, encroachment, encumbrance, hypothecation, infringement, lien,

mortgage, pledge, reservation, restriction, security interest, title retention

or other security arrangement, or any adverse right or interest, charge, or

claim of any nature whatsoever of, on, or with respect to any property or

property interest.

 

          (d) "Litigation" means any action, arbitration, cause of action,

lawsuit, claim, complaint, criminal prosecution, governmental or other

examination or investigation, audit (other than regular audits of financial

statements by outside auditors), compliance review, inspection, hearing,

administrative or other proceeding relating to or affecting a party, its

business, its records, its policies, its practices, its compliance with

applicable law, its actions, its assets (including contracts and agreements

related to it), or the transactions contemplated by this Agreement.

 

          (e) "Loan" means each loan agreement, note or borrowing arrangement

(including all collateral relating thereto) to which a Seller is a party and

which are properly booked on such Seller's books and records at Closing.

 

          (f) "Pipeline Loans" means applications for Loans taken by employees

of Sellers or approved correspondents of Sellers and entered into Seller's loan

tracking system.

 

                                   ARTICLE II

                                  SALE OF ASSETS

 

     2.01 Assets Sold. On the terms and subject to the conditions of this

Agreement, at the Closing, the Sellers shall transfer, convey, assign and

deliver to the Purchaser and the Purchaser shall purchase and receive from the

Sellers, all of Sellers' right, title and interest in the following assets,

properties and rights (the "Purchased Assets") free and clear of all Liens:

 

     (a) all ownership rights in and to the names "American Family Mortgage" and

"AmeriDocs;"

 

     (b) all signs, logos, trademarks, tradenames, service marks, internet

sites, domain names and all licenses and registrations thereof, and

proprietarily marked stationery, forms, labels, shipping materials, brochures,

advertising material and similar property;

 

     (c) all furniture, fixtures and equipment and any replacements thereof or

repairs thereto (together with any manufacturer's warranties or maintenance or

service agreements thereon which are in effect and are assignable) whether

leased or owned as identified on Exhibit 2.01(d) (the "Furniture, Fixtures and

Equipment");

 

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     (d) all of the Sellers' rights and title to real property and improvements

set forth on Exhibit 2.01(e), whether owned or leased by the Sellers (the "Real

Property");

 

     (e) all income derived by Sellers' from Loans which were closed after

February 28, 2005;

 

     (f) all of the Sellers' rights under the contracts and agreements listed on

Exhibit 2.01(g).

 

     (g) all of Sellers' rights relating to the Loans (whether or not funds have

been disbursed to the customer and whether or not unexercised borrower rights of

rescission exist as of such time) held for sale by Sellers as of the Closing

Date; provided, however, that Purchaser shall not purchase any Loan which a

third-party buyer has rejected.

 

     (h) all rights in, to and under the Pipeline Loans as of the Closing Date;

provided, however, that Purchaser shall not purchase any Pipeline Loan which a

third-party buyer has rejected.

 

     2.02 Purchase Price. As consideration for the purchase of the Purchased

Assets, the Purchaser shall pay Sellers a purchase price (the "Purchase Price")

equal to $1,000,000.00 composed of the following.

 

     (a)   The Purchaser will pay $750,000 in cash at the Closing subject to the

          terms and conditions of the Escrow Agreement of even date. Said terms

          and conditions are incorporated herein as if set out in full.

 

     (b)   Purchaser shall pay the sum of $250,000 to Morris Crumpton

          ("Crumpton") subject to the terms and conditions as follows:

 

          1.    On May 1, 2006 Purchaser will pay Crumpton $83,333.00 if the

               March 1, 2005 - February 28, 2006 pre-tax income of the American

               Family Mortgage division of Community Bank equals or exceeds

               $462,000.00. and

 

          2.    On May 1, 2007 purchaser will pay Crumpton $83,333.00 if the

               March 1, 2006 - February 28, 2007 pre-tax income of the American

               Family Mortgage division of Community Bank equals or exceeds

               $476,000.00. and

 

          3.    On May 1, 2008 purchaser will pay Crumpton $83,334.00 if the

               March 1, 2007 - February 28, 2008 pre-tax income of the American

               Family Mortgage division of Community Bank equals or exceeds

               $490,000.00.

 

     Payment of the yearly amounts set out above is not contingent on meeting

     the performance goals for the prior years. However, in the event American

     Family Mortgage fails to meet the performance threshold for March 1, 2005

     through February 28, 2006, Crumpton still may be entitled to collect the

     first year payment as well as the second year payment on May 1, 2007 if the

     collective pre-tax income for March 1, 2005 - February 28, 2007 exceeds

     $938,000.00. Crumpton shall collect all unpaid yearly payments on March 1,

     2008 if the March 1, 2005 - February 28, 2008 pre-tax income exceeds

     $1,428,000.00. Any annual payments not earned by May 1, 2008 shall be

     forfeited by Crumpton. If Crumpton voluntarily quits his employment with

     Community Bank prior to March 1, 2008, all payments due after his last date

     of employment shall be forfeited.

 

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     2.03 No Guaranty of Employment. The terms of this Agreement shall not

confer upon Crumpton any rights of employment with the Purchase or any of its

subsidiaries or affect the right of the Purchaser or its subsidiaries to

terminate the employment of the Crumpton at any time, with or without cause.

 

                                   ARTICLE III

                            ASSUMPTION OF LIABILITIES

 

     3.01 Liabilities Assumed. At the Closing, the Sellers shall transfer to

Purchaser and the Purchaser shall assume and agree to pay and discharge only

those specific existing liabilities listed below (the "Assumed Liabilities"):

 

     (a) the liabilities of Sellers under leases for Real Property as set forth

on Exhibit 2.01(e), for all periods upon and following the Closing;

 

     (b) the liabilities of Sellers relating to the Furniture, Fixtures and

Equipment, including service contracts and leases, set forth on Exhibit 2.01(d),

for all periods upon and following the Closing;

 

     (c) the liabilities of Sellers under the terms of and relating to Loans

closed on and after the February 28, 2005 for which Purchaser is entitled to

income;

 

     (d) the liabilities of Sellers under the terms of and relating to all the

Pipeline Loans as of the Closing Date; and

 

     (e) the liabilities of Sellers under contracts set forth in Exhibit

2.01(g), but only to the extent that such liabilities arise after the Closing

Date. It is specifically agreed by the parties that Purchaser shall have no

liability to repurchase from a third party any Loan which was closed and sold by

Sellers prior to the Closing Date.

 

     3.02 Liabilities Not Assumed. Except for the Assumed Liabilities

specifically assumed by the Purchaser under Section 3.01 above, the Purchaser is

not assuming any other liabilities or obligations of the Sellers, including, but

not limited to the following:

 

     (a) all liabilities and obligations, including any repurchase or

indemnification obligation, of any nature arising from or connected with the

Sellers' operations prior to the Closing Date, including, but not limited to,

liabilities or obligations with respect to loans originated and sold to third

parties prior to the Closing, Seller will obtain insurance coverage ("tail

coverage") to insure against losses resulting from said liabilities; and

 

     (b) all liabilities and obligations of the Sellers for fees, commissions,

costs and expenses incurred by the Sellers in connection with the execution and

delivery of this Agreement and the consummation of the transactions contemplated

hereby, including, without limitation, legal, consulting, accounting and

appraisal fees and expenses.

 

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     3.03 Assumption Subject to Certain Terms. The liabilities being assumed by

the Purchaser pursuant to this Article shall be assumed subject to the terms and

conditions of the contracts and other written agreements relating thereto and

provided by Sellers to Purchaser and the laws, rules and regulations applicable

thereto.

 

                                   ARTICLE IV

                               ASSUMPTION OF RISKS

 

      4.01 Insurance Policies. Effective immediately following the Closing Date,

the Sellers will discontinue any casualty and public liability insurance

coverage maintained with respect to the Real Property and the Furniture,

Fixtures and Equipment. The Purchaser shall be solely responsible for all

casualty losses and liability claims arising from such assets after the time of

Closing. Nothing in this Section 4.01 shall be construed or deemed to require

the Purchaser to insure any assets of Sellers not transferred to Purchaser at

Closing pursuant to this Agreement, and the Sellers shall solely bear all risk

of loss to such property following Closing.

 

     4.02 Casualty and Other Losses Prior to Closing. If the improvements on the

Real Property or the Furniture, Fixtures and Equipment shall be damaged by fire

or other casualty, whether insured or uninsured, and shall not be repaired or

restored to their original condition prior to the Closing, Sellers shall

promptly assign and pay over to Purchaser any insurance proceeds, or rights to

such proceeds, with respect to such assets.

 

                                    ARTICLE V

                                    EMPLOYEES

 

     5.01 Transfer of Certain Employees. Sellers will use their reasonable

efforts to maintain the employees as employees of Sellers until the Closing

Date. Any employee whose employment shall be terminated for any reason prior to

the Closing Date or who shall elect not to be an employee of Purchaser shall be

dealt with by Sellers in their sole and absolute discretion, and Purchaser shall

have no liability whatsoever therefor. Effective at Closing, the Sellers will

terminate the employment of all employees, and such employees will become "at

will" employees of the Purchaser under such terms as may be established by

Purchaser in its sole discretion. The Sellers and the Purchaser shall mutually

agree upon any additions to or replacements of staff after the date of this

Agreement through Closing, and Sellers shall not employ any employees during

such time other than on an "at will" basis and upon prior notice to Purchaser.

 

     6.02 Re-Employment Restriction. The Sellers agree that for a period of

three years following the Closing they shall not solicit the employment of any

of their former employees who transfer to the Purchaser at Closing.

 

     6.03 Benefits. Each employee of Sellers who transfers to the Purchaser will

receive pension, profit sharing, insurance, vacation, sick leave and other

benefits on terms and conditions that in the aggregate are substantially similar

to comparable employees of Purchaser. Purchaser shall give each of Sellers'

employees who transfer to Purchaser credit for service with Sellers for purposes

of any vacation and sick leave policy.

 

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     6.04 Responsibility for Employees Transferring. With respect to all

employees transferring to the Purchaser, the Sellers will be responsible for all

salaries, wages and benefits payable to such employees during employment by the

Sellers up to and including the Closing Date, and all benefits under Sellers'

employee benefit plans shall be paid as soon as reasonably practicable in

accordance with the applicable plan to the extent that such benefits become

vested at the Closing Date as a result of the transactions contemplated hereby.

 

     6.05 Employee Information. The Sellers shall provide the Purchaser at times

the Purchaser may deem necessary such records and information regarding such

transferred employees' service with the Sellers as the Purchaser may reasonably

need for purposes of the Purchaser's employment and benefits program records

including the complete personnel file on each transferring employee. The

Purchaser and the Sellers agree to assist each other by providing the employee

information needed to open and close employee files on those employees

transferred. To the extent required by applicable law, the Sellers reserves the

right to obtain the employee's prior consent to release information which the

Sellers reasonably believes (upon advice of counsel) cannot be released to the

Purchaser without the employee's prior consent. Should information be withheld,

the Sellers must advise the Purchaser of such prior to Closing. Purchaser shall

have no obligation to hire any employee of Sellers.

 

     6.06 Employment of Morris Crumpton. The parties contemplate that Crumpton

("Crumpton") will become an employee of Purchaser on and after the Closing and

will devote his full attention to the business of Purchaser.

 

                                   ARTICLE VII

                         ACCESS TO PROPERTIES AND RECORDS

 

     7.01 Access and Confidential Treatment. From and after the date of this

Agreement, the Sellers shall permit the Purchaser and Purchaser's agents and

representatives full access, during normal business hours and upon reasonable

notice, to all assets, properties, data and databases books, records (except

employee records and information excluded by Section 6.05 hereof), agreements

and commitments of the Sellers, and the Sellers shall furnish representatives of

the Purchaser during such period with all such information as the Purchaser may

reasonably request. The Purchaser will hold in strict confidence all documents

and information concerning the Sellers so furnished that is not in the public

domain and will not publicly disclose such documents or information except to

its attorneys, accountants, or other advisers and representatives, to regulatory

and self-regulatory authorities, or as required by law or pursuant to legal

process. If the transactions contemplated by this Agreement are not consummated,

all such documents and information shall promptly be returned to the Sellers.

Nothing in this Section 7.01 shall be deemed to require Sellers to reveal any

proprietary information, trade secrets or marketing or strategic plans, and if

such information is the subject of a confidentiality agreement between the

Sellers and a third party, any disclosure will be subject also to the provisions

of such confidentiality agreement, which shall be provided to Purchaser. The

Sellers shall provide the Purchaser, on a confidential basis, the names and

addresses of all directors, officers, affiliates (as

 

<PAGE>

 

defined in SEC Rule 405) and their relatives and the business interests related

to each of the foregoing (individually and collectively, "Seller Affiliates").

 

     7.02 Recordkeeping and Access Following Closing. The Purchaser will

preserve and safely keep, for as long as may be required by applicable law, all

of the files, books of account and records which Purchaser has purchased

pursuant to Section 2.01. Purchaser shall permit the Sellers or its

representatives, at Sellers' expense, to inspect, make extracts from or copies

of, any files, books of account or records as may be necessary for Sellers to

satisfy any auditing or regulatory requirements placed upon Sellers or as may be

required by Sellers in connection with any Litigation. The Sellers will not use

such documents or information for the purpose of competing with the Purchaser.

 

                                  ARTICLE VIII

                    SELLERS'S REPRESENTATIONS AND WARRANTIES

 

     The Sellers represent and warrant to the Purchaser as follows:

 

     8.01 Corporate Organization. The Sellers are limited liability companies

duly organized, validly existing and in good standing under the laws of the

State of Alabama.

 

     8.02 Corporate Authority. The Sellers have full corporate right, power,

capacity and authority validly to enter into and to perform this Agreement and

the transactions contemplated by this Agreement, to sell, transfer, assign and

deliver the Purchased Assets referred to in Article II, and to carry on their

business as currently conducted. The execution, delivery and performance of this

Agreement, and the transactions contemplated by this Agreement have been duly

and validly authorized by all requisite corporate action, and this Agreement is

binding and enforceable against the Sellers in accordance with its terms. Except

as disclosed on Exhibit 8.02, no further corporate authorization or applications

or notices to any governmental or regulatory authority, agency or entity or any

consents, waivers or approvals from any such governmental authority is necessary

for Sellers to execute and deliver this Agreement or to consummate the

transactions contemplated hereunder or perform their obligations hereunder.

 

     8.03 Title to or Right to Occupy Real Estate. Exhibit 8.03 describes all

real estate, improvements, and any related rights owned, leased, or otherwise

held by Sellers, and with respect to owned Real Property, the fully depreciated

net book value thereof. Sellers (a) have and at Closing will have indefeasible

fee simple title to, and own and at Closing will be the sole owner of all the

Real Property to be purchased by Purchaser pursuant to Article II, subject to no

Lien, tenant leases, participation, charge, encumbrance or conditional sale of

other title retention agreement (except for real estate taxes not yet due and

payable), restrictions, easements and rights of way of record, and (b) are and

at Closing will be the sole lessees with respect to the leases to be assigned to

Purchaser pursuant to said Article II, with the right to convey to Purchaser the

leasehold interest therein so as to assure that Purchaser shall have the full,

exclusive and peaceful possession of such leasehold interest. All Real Property

and Furniture, Fixtures and Equipment

 

<PAGE>

 

will at the time of Closing be in good operating condition and repair, subject

only to ordinary wear and tear, and will otherwise be received in "AS IS"

condition with no other warranties by Sellers as to their condition or future

performance, except those warranties related to title. All Real Property and

Furniture, Fixtures and Equipment held under leases or subleases by the Sellers,

are held under valid contracts enforceable in accordance with their respective

terms, and each such contract is in full force and effect. Neither Seller nor,

to Seller's knowledge, any other party is in default thereof. All improvements

on the Real Property leased to, or used by, the Sellers conform to all

applicable state and local laws, regulations, zoning and building ordinances and

health and safety ordinances, and the Real Property is zoned for the various

purposes for which the real estate and improvements thereon are presently being

used. To the Knowledge of the Sellers, no condemnation proceedings or

proceedings for the taking of any Real Property by eminent domain by any

Governmental Authority are pending or threatened. Sellers has not entered into

any agreement regarding the Real Property or the Furniture, Fixtures and

Equipment, and neither Sellers nor the Real Property is subject to any claim,

demand, suit, Lien or Litigation of any kind, pending or outstanding, or to the

knowledge of Sellers, threatened or likely to be made or instituted, which would

in any way be binding upon Purchaser or its successors or assigns or materially

affect or limit Purchaser's or its successors' or assigns' use and enjoyment of

the Real Property or which would materially limit or restrict Purchaser's right

or ability to enter into this Agreement and consummate the sale and purchase

contemplated hereby.

 

     8.04 Condition of Personal Property. Exhibit 8.04 sets forth by category or

item all of the tangible personal property owned or leased (identified as such)

which is used or useful in connection with Sellers' operations, with the fully

depreciated net book value of owned property being also set fort on Exhibit

8.04. The tangible personal property included in the Purchased Assets is, and at

the Closing will be, in good operating condition and repair, subject only to

ordinary wear and tear, and will be usable in the ordinary course of business

consistent with the Sellers' past practices. Sellers have and at Closing will

have good and marketable title to, and own and at Closing will be the sole owner

of, all personal property on Exhibit 8.04.

 

     8.05 Loans. With respect to each Loan within the Purchased Assets: the Loan

complies in all material respects with all applicable laws and banking

regulations and is a valid loan enforceable in accordance with its terms; the

Seller is the sole owner thereof, no participation or other interest therein

having been sold or transferred; the Loan is not pledged or encumbered except as

set forth on Exhibit 8.05 and all such Liens shall have been satisfied and

released prior to Closing; the principal balance of the Loan as shown on Exhibit

8.05 is true and correct as of the last date shown thereon; all purported

signatures on and executions of any document in connection with such Loan are

genuine and authorized; all loan documentation has been actually signed or

executed by all necessary parties; the Seller has and will transfer to

Purchaser, custody of all originally executed documents, and microfilm or

photocopy records thereof related to such Loan and there are no other written or

unwritten agreements, understandings, or other arrangements with respect to such

Loan. None of the Loans is to or for the benefit of a Seller Affiliate. Each

Pipeline Loan shall as of the Closing Date meet all criteria established by a

third party buyer to be eligible for resale.

 

<PAGE>

 

     8.06 No Violations. The Sellers have been operated in all material respects

in accordance with all applicable laws, rules and regulations, including the

provisions of the Internal Revenue Code and related regulations pertaining to

back-up withholding and tax reporting. Subject to receipt of all necessary

corporate, regulatory and other third party approvals or consents, the

execution, delivery and performance of this Agreement and the transactions

contemplated herein do not and will not violate or conflict with the Sellers'

Articles of Organization or other governing documents or any provisions of law

to which the Sellers are subject and do not and will not conflict with or result

in the violation or breach of any material condition or provision of, or

constitute a material default under, any material contract, right, lease,

pledge, Lien, instrument, agreement, order, writ, injunction, decree or judgment

to which the Sellers are a party or which is binding on Sellers or to which any

of the property or assets of Sellers is subject, or create or result in any Lien

upon the Purchased Assets or Assumed Liabilities. Except as disclosed on Exhibit

8.06, no consent, license, approval or authorization of or designation,

declaration or filing with any governmental authority or other person or entity

is required on the part of Sellers. The Sellers are not in default under any

lease, agreement, contract, commitment, Assumed Liability or other obligation or

Purchased Asset which the Purchaser is assuming or purchasing or which affects

the property rights being transferred hereunder to the Purchaser.

 

     8.07 Limitations of Warranties. Except as may be expressly represented or

warranted in this Agreement or in any document of transfer, the Sellers make no

representations or warranties whatsoever with regard to any Purchased Asset

being transferred to Purchaser, any liability or obligation being assumed by the

Purchaser or as to any other matter or transaction contemplated by this

Agreement.

 

     8.08. Legal Proceedings.

 

          (a) Except as set forth in Exhibit 8.08, Sellers are not a party to

any, and there are no pending or, to Sellers' knowledge, threatened, legal,

administrative, arbitral or other proceedings, claims, actions or governmental

or regulatory investigations of any nature against Sellers, the Loans, the other

Purchased Assets and Assumed Liabilities, or seeking to enjoin, restrain or

challenging the validity, enforceability or propriety of this Agreement or the

transactions contemplated by this Agreement. There are no employee disputes or

labor relations problems with respect to any employees.

 

          (b) Except as set forth in Exhibit 8.08, there is no injunction,

order, judgment, decree, or regulatory restriction imposed upon Sellers or the

assets or liabilities of Sellers, including the Purchased Assets and Assumed

Liabilities.

 

     8.09. Environmental Matters. Except as set forth in Exhibit 8.09:

 

          (a) Sellers, and to the knowledge of Sellers, each of Sellers' Real

Property or the Participation Facilities and the Loan Properties (each as

hereinafter defined), are in compliance with all applicable federal, state and

local laws, including common law, regulations and ordinances, and with all

applicable decrees, orders and contractual obligations relating to

 

<PAGE>

 

pollution or the protection of human health or the environment or the discharge,

emission, release or threatened release of, or exposure to, Hazardous Materials

(as hereinafter defined) in the environment or workplace or otherwise relating

to the manufacture, processing, distribution, use, treatment, storage, disposal,

transport, or handling of any Hazardous Material ("Environmental Laws");

 

          (b) There is no suit, claim, action or proceeding, pending or, to the

knowledge of Sellers, threatened, before any governmental entity or other forum

in which Sellers, any Real Property or Participation Facility or any Loan

Property, has been or, with respect to threatened proceedings, may be, named as

a defendant (x) for alleged noncompliance (including by any predecessor) with

any Environmental Laws, or (y) relating to the release, threatened release or

exposure to any Hazardous Material whether or not occurring at or on a site

owned, leased or operated by Sellers, any Participation Facility or any Loan

Property;

 

          (c) During the period of (x) Sellers' ownership or operation of any of

their respective current or former properties including the Real Property or,

(y) Sellers' participation in the management of any Participation Facility, or

(z) Sellers' interest in a Loan Property, there has been no release of Hazardous

Materials in, on, under or affecting any such property, Participation Facility

or Loan Property. To the knowledge of Sellers, prior to the period of (x)

Sellers' ownership or operation of current or former properties, (y) Sellers'

participation in the management of any Participation Facility, or (z) Sellers'

interest in a Loan Property, there was no release of Hazardous Materials in, on,

under or affecting any such property, Participation Facility or Loan Property;

and

 

          (d) The following definitions apply for purposes of this Section: (x)

"Hazardous Materials" means (i) any hazardous substance, hazardous material,

hazardous waste, regulated substance, or toxic substance (as those terms are

defined by any applicable Environmental Laws) and (ii) any chemicals,

pollutants, contaminants, petroleum, petroleum products, or oil (and

specifically shall include asbestos requiring abatement, removal, or

encapsulation pursuant to