EXHIBIT 10.14
SECOND MODIFICATION OF CREDIT AGREEMENT
THIS MODIFICATION AGREEMENT is made and entered into as of the 25th day of
September, 1995, by and between FIRST UNITED BANCORPORATION, a South Carolina
corporation (hereinafter referred to as "Borrower") and BANK SOUTH, a Georgia
banking corporation which is the successor by merger to Bank South, N.A., a
national banking association (hereinafter referred to as "Bank").
Statement of Facts
Borrower and Bank have previously entered into that certain Credit
Agreement dated as of May 16, 1995 (hereinafter referred to as the "Credit
Agreement").
Borrower and Bank now desire to modify the Credit Agreement in certain
respects, and entering into this agreement in order to modify the Credit
Agreement as hereinafter set forth.
NOW, THEREFORE, for and in consideration of the foregoing premises, and
the sum of Ten and No/100 Dollars ($10.00) cash in hand paid by each party
hereto to the other, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower and Bank hereby agree as
follows:
Statement of Terms
1. Amendment of Section 8.10. (a) Section 8.10(f) of the Credit Agreement
is hereby modified to read as follows:
"(f) The borrower, Xxxxxxxx and Spartanburg shall each have Net
Income for each fiscal year of not less than 0.75% of its average assets for
such fiscal year."
2. Amendment of Exhibit E. The Exhibit E originally attached to the Credit
Agreement and Exhibit E attached to the First Modification are hereby deleted in
their entirety and the Exhibit E attached hereto is substituted in lieu thereof.
3. Enforceability. Except as expressly modified and amended herein, the
Credit Agreement is and shall remain in full force and effect. This modification
agreement is not intended to be nor shall it constitute a novation of the Credit
Agreement or of the indebtedness evidenced thereby or advanced thereunder, and
Borrower hereby agrees that the Credit Agreement as modified and amended by this
modification agreement constitutes the valid and binding obligation and
agreement of Borrower, enforceable by Bank in accordance with its terms.
4. Strict Compliance Notice. Bank hereby notifies Borrower that Bank
intends to rely upon the strict terms and conditions of the Credit Agreement (as
modified hereby) and the other Credit Documents and Bank expects that Borrower
will strictly comply with the terms and conditions thereof from and after this
date.
5. Governing Law. This modification agreement shall be governed by,
construed, interpreted and enforced in accordance with the laws of the State of
Georgia.
6. Binding Effect. This modification agreement is binding upon and shall
inure to the benefit of the parties hereto, and their respective heirs, legal
representatives, successors and assigns.
IN WITNESS WHEREOF, Borrower has executed this modification agreement
under seal, and Bank has executed this modification agreement, all effective as
of the day, month and year first above written.
BORROWER:
[CORPORATE SEAL] FIRST UNITED BANCORPORATION
s/Xxxxxxx X. Xxxx s/Xxxxx X. Xxxxxxx
Attest:_________________________ By:___________________________
President
BANK:
BANK SOUTH
s/L. Xxxxxxx Xxxxxxx
By:_____________________________
Correspondent Banking Officer
EXHIBIT E
COMPLIANCE CERTIFICATE OF
FIRST UNITED BANCORPORATION
AS OF _____________, 19___
This certificate is delivered pursuant to Section 7.01 of that certain
Credit Agreement, dated as of May 16, 1995 (said agreement, as amended or
supplemented from time to time, is herein called the "Credit Agreement"),
between First United Bancorporation (the "Borrower") and Bank South, ("Bank").
All capitalized terms used in this Certificate which are defined in the Credit
Agreement are used in this Certificate with the same meanings provided in the
Credit Agreement.
I hereby certify, to the best of my knowledge and belief and in my
representative capacity on behalf of the Borrower, to the Lender as follows:
1. I am duly qualified and presently acting president or chief financial
officer of the Borrower.
2. I further certify that as of, and for the fiscal quarter ending on, the
date of this certificate, and except as may be disclosed on Exhibit 1 attached
hereto:
(a) The Borrower's consolidated Primary Capital was $_____________
as of such date and the Borrower's consolidated Primary Capital was
not less than $13,000,000 at any time during such fiscal period, and
was not less than 7.5% of its consolidated total assets at any time
during such fiscal period.
(b) Xxxxxxxx'x Primary Capital was ___% of its total assets as of
such date and such Primary capital was not less than 7.0% of its
total assets at any time during such fiscal period.
(c) Spartanburg's Primary Capital was ___% of its total assets as of
such date and such Primary capital was not less than 6.5% of its
total assets at any time during such fiscal period.
(d) Xxxxxxxx'x Non-Performing Assets were ___% of the sum of its
gross loans plus its other real estate owned as of such date and
such Non-Performing Assets did not equal or exceed 2.5% of the sum
of its gross loans plus its other real estate owned at any time
during such fiscal period.
(e) Spartanburg's Non-Performing Assets were ___% of the sum of its
gross loans plus its other real estate owned as of such date and
such Non-Performing Assets did not equal or exceed 2.5% of the sum
of its gross loans plus its other real estate owned at any time
during such fiscal period.
(f) Each Bank Subsidiary's loan loss reserve was not less than 100%
of its consolidated Non-Performing Assets (excluding other real
estate owned) as of such date.
(g) The Borrower's, Xxxxxxxx'x and Spartanburg's Net Income for its
fiscal year ending on the date hereof was not less than 0.75% of its
average assets for such fiscal year.
(h) The Borrower's Cash Flow Ratio for the fiscal quarter ending
on the date hereof was ____________: 1.0.
3. No Default or Event of Default exists as of this date except as may be
disclosed on Exhibit 1 attached hereto.
I represent to the Bank that the foregoing information is true and correct
to the best of my personal knowledge and belief and I have executed this
Certificate in my representative capacity on behalf of the Borrower as of the
day and year first above set forth.
Name:_________________________________
Title:_____________________________
