FIRST MODIFICATION TO NOTE AND STOCK PLEDGE AGREEMENT
Stock Pledge Agreement
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BANKERS BANK | SECURITY BANK CORPORATION
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Title: FIRST MODIFICATION TO NOTE AND STOCK PLEDGE AGREEMENT Governing Law: Georgia Date: 8/8/2007 Industry: Regional Banks Sector: Financial
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Exhibit
10.13
FIRST MODIFICATION TO NOTE
AND STOCK PLEDGE AGREEMENT
Loan
#4027203-101
This First Note
Modification Agreement (hereinafter “Agreement”) is
made and entered into this 20th day of JULY 2007, by and between
SECURITY BANK CORPORATION, (hereinafter “Borrower”) and
THE BANKERS BANK, a Georgia banking corporation (hereinafter
“Lender”).
WITNESSETH:
WHEREAS, Borrower did
execute and deliver to the Lender a Promissory Note (hereinafter
“Note”), dated JULY 20, 2005 in the original principal
amount of SEVENTEEN MILLION DOLLARS AND NO/100 ($17,000,000.00)
DOLLARS, with a maturity date of JULY 20, 2007; and
WHEREAS, Borrower and
Lender have agreed to modify the original Note and Stock Pledge
Agreement by extending the draw period under the note, by extending
the maturity date, and by modifying the covenants of the loan
agreement;
NOW THEREFORE, in
consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower and Lender do hereby agree as
follows:
NOTE
The Note is hereby
modified and amended as follows:
1.
The Note amount will be increased to Twenty Two Million Dollars
and no/100 ($22,000,000.00);
2.
Interest shall be payable quarterly beginning October 1,
2007 with a final payment of principal and Interest due at maturity
on July 20, 2009;
LOAN AND STOCK PLEDGE
AGREEMENT
The Loan and Stock Pledge
Agreement is hereby modified and amended as follows:
1.
In section 4. Negative Covenants, paragraph (a), deleting the
first sentence that reads:
“The Borrower shall not
permit its Tangible Capital, not excluding any injection of capital
from trust preferred facilities, to be less than
$79,000,000,00”:
And replacing it
with:
“The Borrower shall
not permit its Tangible Capital, not excluding any injection of
capital from trust preferred facilities, to be less than
$150,000,000.00”;
2.
In section 4, Negative Covenants, paragraph (f), deleting the
sentence that reads:
“The Borrower shall not
permit the allowance for loan and lease losses of any of the Bank
Subsidiaries to be less than 1.00% of its gross loans for each
year-end.”
PROMISSORY
NOTE
$22,000,000.00
JULY 20, 2007
FOR VALUE RECEIVED , the
undersigned, Security Bank Corporation , a Georgia
corporation (the “Borrower”), promises to pay to the
order of THE BANKERS BANK (the “Lender” and,
together with any holder hereof, called the “Holder”),
at 2410 Paces Ferry Road, 600 Paces Summit, Atlanta, Georgia
30339-4098 (or at such other place as the Holder may designate in
writing to the Borrower), in lawful money of the United States of
America, the principal sum of Twenty Two Million AND NO/100
DOLLARS ($22,000,000.00) , or so much thereof as may hereafter
be disbursed hereunder, together with interest on so much thereof
as is from time to time outstanding and unpaid, from the date of
each advance of principal at a rate of interest as hereinafter
provided.
This Note is the Note made
and given as described in that certain First Modification To Note
and Stock Pledge Agreement of even date, between the Borrower and
the Lender. Such Loan and Stock Pledge Agreement as modified from
time to time is referred to herein as the “Loan
Agreement”. In the event of any inconsistency between this
Note and the Loan Agreement, this Note shall control. All
capitalized terms used herein shall have the meanings ascribed to
such terms in the Loan Agreement, except to the extent such
capitalized terms are otherwise defined or limited
herein.
Subject to the terms and
conditions of the Loan Agreement, the Lender will make advances of
the principal amount hereunder as requested from time to time by
the Borrower. Each such advance will reduce the remaining
commitment to lend hereunder and repayments of advances shall
permit the Borrower to receive a re-advance of such funds. No
advance shall be made after July 20, 2009 .
The Borrower hereby
authorizes the Holder to endorse on the Schedule annexed to this
Note all advances of funds made to the Borrower and all payments of
principal amounts in respect of the Loan, which endorsements shall,
in the absence of manifest error, be conclusive as to the
outstanding principal amount of the Loan; provided, however, that
the failure to make such notation with respect to any Loan or
payment shall not limit or otherwise affect the obligations of the
Borrower under this Note.
The Borrower promises to pay
interest on the unpaid principal amount outstanding hereunder (the
“Loan”), at a simple interest rate per annum equal to
the Prime Rate Basis. “Prime Rate Basis” shall mean, on
any day, a simple interest rate per annum equal to the Prime
Rate minus one hundred basis points (1.00%) .
“Prime Rate”
shall mean, on any day, the rate of interest published as the
“Prime Rate” as of such day appearing in the
“Money Rates” section of the Wall Street Journal
, Eastern Printed Edition, or any successor to such section. If
more than one such rate shall be published, then the Prime Rate
shall be the higher or highest of such rates. The
Prime Rate in effect as of the close of
business of each day shall be the applicable Prime Rate for the day
and each succeeding non-business day in determining the applicable
Prime Rate Basis.
Interest shall be calculated
on the basis of a 360-day year for the actual number of days
elapsed.
Interest under this Note
shall be due and payable quarterly in arrears on the first day of
each calendar quarter, commencing October 1, 2007, and
continuing to be due on the first day of each calendar quarter
thereafter until this Note is paid in full. Interest shall also be
due and payable when this Note shall become due (whether at
maturity, by reason of acceleration or otherwise). After default,
interest shall also be due and payable upon demand from time to
time by the Holder as provided below.
The principal under this note
shall be due and payable at maturity. The entire outstanding
balance of the indebtedness evidenced by this Note, together with
all accrued and unpaid interest, shall be due and payable on
July 20, 2009.
Overdue principal shall bear
interest for each day from the date it became so due until paid in
full, payable on demand, at a rate per annum (computed on the basis
of a 360-day year for the actual number of days elapsed) equal to
the Prime Rate Basis plus 3%.
In no event shall the amount
of interest due or payable hereunder exceed the maximum rate of
interest allowed by applicable law, and in the event any such
payment is inadvertently paid by the Borrower or inadvertently
received by the Holder, then such excess sum shall be credited as a
payment of principal, unless the Borrower shall notify the Holder,
in writing, that the Borrower elects to have such excess sum
returned to it forthwith. It is the express intent hereof that the
Borrower not pay and the Holder not receive, directly or
indirectly, in any manner whatsoever, interest in excess of that
which may be lawfully paid by the Borrower under applicable
law.
All parties now or hereafter
liable with respect to this Note, whether the Borrower, any
guarantor, endorser, or any other person or entity, hereby waive
presentment for payment, demand, notice of non-payment or dishonor,
protest and notice of protest, or any other notice of any kind with
respect thereto.
Time is of the essence of
this Note.
No delay or omission on the
part of the Holder in the exercise of any right or remedy hereunder
or any Financing Document, or at law or in equity, shall operate as
a waiver thereof, and no single or partial exercise by the Holder
of any right or remedy hereunder, under the Loan Agreement or any
Financing Document, or at law or in equity, shall preclude or estop
another or further exercise thereof or the exercise of any other
right or remedy.
Should this Note, or any part
of the indebtedness evidenced hereby, be collected by law or
through an attorney-at-law or under advice therefrom, the Holder
shall be entitled to collect reasonable attorneys’ fees and
all costs of collection.
This Note is entitled to the
benefits of the Loan Agreement, which contains provisions with
respect to the acceleration of the maturity of this Note upon
the
And replacing it
with:
“For any subsidiary
Bank, Allowance for Loan and Lease Losses (ALLL) shall be at least
1.00%, measured at fiscal year-end. If GAAP requires that the ALLL
be reduced to a level lower than 1.00%, this percentage shall be
considered for the covenant measurement.”
The Note, Loan and Stock
Pledge Agreement, and other Documents are hereby modified and
amended to reflect the availability increase and modification of
covenants. All other terms, conditions and warranties contained
within the Note, Stock Pledge Agreement, and other Documents
executed in connection therewith shall remain in full force and
effect in exact accordance with the terms thereof, except where
modified, ;
The parties acknowledge and
agree that this shall not constitute a novation of the obligations
and liabilities of any of the documents executed in connection
therewith or a release of any collateral or security therefore or a
waiver of any rights or remedies of the Lender thereunder, such
rights being specifically reserved by the Lender. Borrower hereby
ratifies, confirms and acknowledges each warranty and obligation of
the Borrower contained in the Note, Loan and Stock Pledge
Agreement, and other Documents, and in consideration of the
extension of the draw period by the Lender, Borrower both for
himself and his heirs, representatives and assigns, waives any
defenses that he may have, whether known or unknown, to the
enforcement by the Lender of all obligations of the Borrower
contained in all the documents now in force or executed
simultaneously herewith.
This Agreement shall be
construed, governed by and enforced in accordance with the laws of
the State of Georgia.
This Agreement has been made
and entered into the day and year first written above.