ADDENDUM
This Addendum, dated as of December 3, 1998, is to the Purchase and
Assumption Agreement, dated as of August 26, 1998, (the "Agreement") by
and between Capital City Bank, a Florida-chartered bank ("Buyer"), and
First Union National Bank, a national banking association ("Seller").
WHEREAS, the parties desire to amend the Agreement as provided
herein;
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties agree as follows:
1. All terms capitalized in this Addendum shall have the
meanings attributed to them in the Agreement, unless otherwise
specifically provided in this Addendum.
2. With respect to the following Material Defects to the
Branches, Buyer and Seller agree:
(a) Chipley - Seller shall install a canopy to cover the
end kiosk ATM in a manner that will fully validate
the warranty on the ATM machine. Such canopy shall
be of substantially the same quality as canopies
typically used by Seller;
(b) Port St. Xxx - Seller shall credit Buyer the amount
of $12,000 reflecting the estimated cost to repair
and repaint the walls that have the lime from
plaster pushing the paint off the walls;
(c) Xxxxxx Drive-Thru - Seller shall credit Buyer the
amount of $9,500 reflecting the estimated cost to
replace and reflash the roof; and
(d) Chipley, Port St. Xxx and Xxxxxx Main - Seller shall
credit Buyer the amounts of $2,585, $2,970 and
$12,125, respectively, reflecting the estimated
costs to remove all materials containing exposed
asbestos (as more specifically referred to in that
certain Memorandum, dated November 4, 1998, from
Xxxxx X. Xxxxx to Xxxxxxx Xxxxxxxx and Xxx Xxxxx, a
copy of which Memorandum has been provided to
Seller), and replace those materials with materials
of comparable quality.
3. As a result of Interplan Practice, Ltd. having identified
certain modifications that may be necessary to the Palatka Mall and
Palatka Main branches (all as more specifically set forth in two letters,
both dated March 1, 1998, from Interplan to First Union National Bank of
Florida), the Settlement Payment payable to Buyer pursuant to the
Agreement shall be increased by $27,390 plus a cost allowance for
necessary expenses to bring the elevators at the Palatka Main branch into
compliance with applicable regulations. The cost allowance for the
Palatka Main branch elevators shall be treated as a post closing
adjustment on the Adjusted Closing Statement, unless a letter
certifying elevators are in compliance is provided to Buyer prior to
post closing adjustment. Except as provided above,
Buyer shall be solely responsible hereafter for remediating such
potentially non-conforming aspects of these branches.
4. Notwithstanding anything to the contrary contained in the
Agreement, the parties agree to reduce the Amount of Premium by $155,910
reflecting the exclusion of the public funds identified by Buyer that are
in the form of certificates of deposit from the calculation of the Amount
of Premium.
5. Notwithstanding anything to the contrary contained in the
Agreement, the parties agree to reduce the Amount of Premium by $848,640,
reflecting the exclusion of the potential out-of-market accounts from the
calculation of the Amount of Premium.
6. As amended hereby, the Agreement shall remain in full force
and effect in accordance with its terms.
IN WITNESS WHEREOF, each of the parties has caused this Addendum to
be executed by a duly authorized officer as of the date written at the
beginning of this Addendum.
CAPITAL CITY BANK
BY: /s/ X. Xxxxxxxxx Xxxxx
Its: Executive Vice President and Chief Financial Officer
FIRST UNION NATIONAL BANK
BY: /s/ Xxx Xxxxxxx
Its: Senior Vice President
