ADDENDUM TO AGREEMENT FOR THE
SALE AND PURCHASE OF REAL PROPERTY
This Addendum to Agreement for the Sale and Purchase of Real Property (the
"Addendum") is made and entered into this the 17th day of December, 2003 by and
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between a group of individuals whose names are listed on Exhibit "A", attached
hereto and incorporated herein by this express reference, operating as a joint
venture known as THE CBG GROUP/FLINT RIVER NATIONAL BANK, as Party of the First
Part (hereinafter referred to as "Purchaser") and HERITAGEBANK OF THE SOUTH, a
federally-chartered mutual savings association, as Party of the Second Part
(hereinafter referred to as "Seller").
W I T N E S S E T H
WHEREAS, Purchaser and Seller entered into that certain "Agreement for the
Sale and Purchase of Real Property" (the "Agreement") on the 18th day of
December, 2002, whereby the Purchaser agreed to purchase and the Seller agreed
to sell that certain real property described on Exhibit "B", attached hereto and
incorporated herein by this express reference thereto and all improvements
located thereon (collectively the "Property") on the terms and conditions set
forth in the Agreement;
WHEREAS, the Seller and Purchaser have conferred and have agreed to certain
modifications and amendments to the terms of the Agreement, as hereinafter set
forth; and
WHEREAS, the Purchaser and Seller desire that their agreements with regard
to modifications and amendments to the Agreement be more specifically set forth
herein.
NOW THEREFORE, for and in consideration of the covenants and agreements set
forth in the Agreement, and those hereinafter set forth, as well as the sum of
Ten and No/100 Dollars ($10.00) and other valuable consideration, in hand paid
by the Purchaser to the Seller, the receipt and sufficiency of which are hereby
acknowledged, Seller and Purchaser hereby covenant and agree as follows:
1.
The provisions of Paragraph 2 of the Agreement entitled "Xxxxxxx Money
Deposit" are hereby deleted in their entirety and a new Paragraph 2, to read as
follows, is hereby inserted in lieu thereof:
"2. Xxxxxxx Money Deposit. Prior to the execution of the Agreement,
Purchaser paid to Seller the amount of $30,000.00 as xxxxxxx money,
the receipt whereof is hereby acknowledged by Seller (the "Xxxxxxx
Money"). On or before December 19, 2003, the Purchaser shall pay to
the Seller an additional $30,000.00 in xxxxxxx money which shall also
be considered as part of the Xxxxxxx Money hereunder. All Xxxxxxx
honey shall be retained
by Seller, pending closing or other disposition pursuant to the terms
of the Agreement and this Addendum. In the event that the $30,000.00
in additional Xxxxxxx Money is not paid to Seller on or before
December 19, 2003, the Xxxxxxx Money previously paid shall be
forfeited to the Seller, in addition to any other remedies which may
be available to the Seller under the Agreement or this Addendum."
2.
The provisions of Paragraph 3 of the Agreement entitled "Purchase Price
Prior to December 31, 2003" are hereby deleted in their entirety and a new
Paragraph 3, to read as follows, is inserted in lieu thereof:
"3. Purchase Price.
3.1 Purchase Price. The Purchaser shall purchase the Property under
the Agreement and this Addendum for an aggregate purchase price of
EIGHT HUNDRED THOUSAND and NO/100 DOLLARS ($800,000.00) (herein the
"Purchase Price").
3.2 Closing Date. If the additional Xxxxxxx Money referred to in
Paragraph 2 above is not paid on or before December 19, 2003, the
Xxxxxxx Money previously paid shall be forfeited to Seller and
Purchaser shall have no further right to purchase the Property under
the Agreement or this Addendum. In the event that the additional
Xxxxxxx Money referred to in Paragraph 2 above is paid on or before
December 19, 2003, the Purchaser shall close the purchase of the
Property on or prior to June 30, 2004 on the terms and conditions
hereinafter set forth, unless the Closing Date is further extended as
hereinafter provided. In the event that Purchaser does not close the
purchase of the Property on or before June 30, 2004, the Purchaser may
deposit with the Seller an additional $40,000.00 in xxxxxxx money,
which shall also be considered to be part of the Xxxxxxx Money
hereunder, and may thereafter have until December 27, 2004 to close
the purchase of the Property.
3.3 Payment.
(a) Purchaser shall receive a credit for the amount of the Xxxxxxx
Money then paid at Closing; and
(b) The balance of the Purchase Price for the Property shall be paid
by means of execution of a Promissory Note from the Purchaser, in
favor of the Seller, in such amount, which Promissory Note shall be
amortized at a variable rate equal to the prime rate of interest, as
published in the Wall Street Journal, over a period of one hundred
(120) months (10 years) and payable in monthly installments computed
in accordance with such an
amortization. The Purchaser shall execute, in favor of the Seller, a
Deed to Secure Debt, Security Agreement and, if necessary, financing
statements, encumbering the Property which shall secure repayment of
the balance of the Purchase Price, to be financed by the Seller, and
each of the individuals constituting the Purchaser shall be personally
liable for such obligation. If requested by Seller, said individuals
shall execute a personal guaranty of the Promissory Note to be
executed in favor of the Seller to finance the balance of the Purchase
Price due hereunder.
3.4 Closing. Assuming the Purchaser pays the additional $30,000.00 in
Xxxxxxx Money described in Paragraph 2 above on or before December 19,
2003, the Closing shall take place no later than the earlier of thirty
(30) days from the satisfaction, by Purchaser, of the conditions set
forth in Section 4 below, or June 30, 2004. Thereafter, if the Buyer
pays the additional Xxxxxxx Money described in Section 3.2 above, the
Closing shall take place no later than the earlier of thirty (30) days
from the satisfaction by Purchaser of the conditions set forth in
Section 4 below, or December 27, 2004. If the additional Xxxxxxx Money
described in Section 3.2 above is not paid on or before June 30, 2004,
the final deadline for Closing will be June 30, 2004. The Closing
shall take place at a mutually agreeable place and time. At Closing,
Seller shall deliver to Buyer: (a) a Closing Statement; (b) Limited
Warranty Deed; (c) FIRPTA Affidavit (indicating that Seller is not a
"foreign person" or "foreign corporation" as that term is defined in
Section 1445(f)(3) of the Internal Revenue Code of 1986); (d) an
Affidavit of Seller's Residence Regarding Georgia Withholding Tax
establishing that Seller is exempt from the requirements of O.C.G.A.
Sec. 48-7-128, the Georgia Withholding State (or Affidavit of
Exemption or Affidavit of Seller's Gain, if withholding is required);
(e) a transfer tax declaration form properly signed and executed by
the Seller; (f) certification that the representations and warranties
set forth in Paragraph 5 are true and correct on the date of Closing;
and (g) an Owner's Affidavit, reasonably satisfactory to Buyer and the
Title Company. The representations and warranties shall merge into the
deed and shall not survive the Closing.
3.
The provisions of Paragraph 4 of the Agreement "Conditions to Determine
Date of Closing" are hereby deleted in their entirety and a new Paragraph 4, to
read as follows, is inserted in lieu thereof:
"4. Conditions to Determine Date of Closing. The following conditions
shall dictate when the Date of Closing shall occur:
(a) The Purchaser intends to utilize the Property as a location for
the operation of a commercial bank. Between the date of execution of
this Agreement and the Date of Closing, the Purchaser shall utilize
its best efforts to obtain all necessary regulatory approval for the
creation and operation of a commercial banking concern on the
Property; culminating in the issuance of a charter from the
appropriate authority for operation of a banking institution. The
issuance of such a charter shall be the date from which the thirty
(30) day period between the satisfaction of conditions to the setting
of the Date of Closing and the date upon which the Closing shall take
place shall be computed.
(b) In any event, regardless of whether such a charter has been
obtained and assuming the additional $30,000.00 in Xxxxxxx Money is
paid by Purchaser on or before December 19, 2003, the Purchaser shall
be obligated to close the purchase transaction anticipated hereby no
later than June 30, 2004. Thereafter, if the additional Xxxxxxx Money
provided for by Section 3.2 is paid, the Purchaser shall be obligated
to close the purchase transaction anticipated hereby no later than
December 27, 2004. If the additional xxxxxxx money provided for by
Section 3.2 is not paid, the final date for Closing of the purchase
transaction shall be June 30, 2004."
4.
The provisions of Paragraph 8 of the Agreement "Title and Conveyance" are
hereby deleted in their entirety and a new Paragraph 8, to read as follows, is
inserted in lieu thereof:
"8. Title and Conveyance.
8.1 Real Property. Title to the Real Property shall be good and
marketable, free and clear of all liens and encumbrances, and other
title objections (as defined herein), except for those Permitted Title
Exceptions as set forth on Exhibit "C" attached hereto and
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incorporated herein by this reference, and such title shall be
insurable under an ALTA Owner's Policy, Form B, Amended 1992, as
aforesaid by First American Title Insurance Company at regular rates.
8.2 Survey. Purchaser may, at Purchaser's option and expense, caused
to be conducted and prepared a survey of the Property, which survey
shall be completed with a copy furnished to Seller, no later than
thirty (30) days prior to the date set for Closing. If such a survey
is prepared, Seller shall separately execute, and deliver to Purchaser
at Closing, a Quit Claim Deed containing the legal description of the
Property derived from such survey.
8.3 Compliance with Laws. Seller is not subject to any judgment,
order, writ, injunction, or decree that adversely affects, or might in
the future reasonably be expected to adversely affect any of the
personal property.
8.4 Brokers and Finders. Seller has incurred an obligation for a
brokerage fee to Xxx X. Xxxxxxxx Co., Inc., payment of which shall be
Seller's obligation. Otherwise, there exist no other brokerage fees,
agent's commissions, or finder's fees in connection with the
transactions contemplated hereby. Each party agrees to indemnify and
hold the other party harmless against any claims regarding a brokerage
fee or commission arising from a breach of the foregoing
representation."
5.
The provisions of Paragraph 14 of the Agreement "Notices" are hereby
deleted in their entirety and a new Paragraph 8, to read as follows, is inserted
in lieu thereof:
"14. Notices. All notices, requests, demands, and other communications
hereunder shall be in writing and shall be delivered by hand or mailed
by first class registered or certified mail, return receipt requested,
first class postage pre-paid, or by facsimile, as follows:
As to Seller:
Xx. Xxxxx Xxxxxxxx
HeritageBank of the Xxxxx
Xxxx Xxxxxx Xxx 00000
Xxxxxx, Xxxxxxx 00000
Tel: (000) 000-0000
Fax. (000) 000-0000
With copy to:
Xxxxx X. Xxxxx, III, Esq.
Moore, Clarke, XxXxxx & Xxxxxxx, P.C.
Xxxx Xxxxxx Xxxxxx 00000
Xxxxxx, Xxxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
E-mail: xxxxxx@xxxx-xxx.xxx
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As to Purchaser:
Xxx Xxxxxxx, Xx.
Licensed Real Estate Broker
Xxxxx 0, Xxx 000
Xxxxxxx, Xxxxxxx 00000
Xxx X. Xxxxxxxx
Licensed Real Estate Agent
Xxxx Xxxxxx Xxx 000
Xxxxxx, Xxxxxxx 00000
Xxx Xxxxxx
Xxxx Xxxxxx Xxx 00
Xxxxxxxx, Xxxxxxx 00000
Xxxxxx X. Xxxxxxxx
0000 Xxxx Xxxx
Xxxxxx, Xxxxxxx 00000
Xxxxxx X. Xxxxxxxx
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxx 00000
Xxxxxx X. Xxxxxxxx
0000 Xxx 000
Xxxxxxx, Xxxxxxx 00000
Xxxx X. Xxxxxx
0000 Xxx 00
Xxxxxxx, Xxxxxxx 00000
Xxxxxxx X. Xxxxxx
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Xxxxx X. Xxxxxxx
0000 Xxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Xxxxxx X. Xxxxxx, III
0000 Xxxxxxx Xxxxx
Xxxx Xxxx, Xxxxxxx 00000
Xxxxxxx X. Xxxxxxx
00000 Xxx 00
Xxxxxxxx, Xxxxxxx 00000
Xxxxxxx X. Xxxxx, III
000 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxx 00000
W. Xxxxx Xxxxxxx
000 Xxxxxxxxx Xxxx
Xxxxxx, Xxxxxxx 00000
Xxxxxxxx X. Xxxxxxx
000 0xx Xxxxxx
Xxxxxx, Xxxxxxx 00000"
6.
Except as specifically amended and modified hereby, the undersigned
Purchaser and Seller hereby reacknowledge and reaffirm each and every term,
condition and provision of the Agreement. Without limiting the generality of the
foregoing, Xxxxxxx X. Xxxxx, III and Xxxxx Xxxxxxx, two of the individuals
making up the Purchaser, did not sign the Agreement, but have executed this
Addendum. These individuals specifically acknowledge and agree to be bound by
each and every term, condition and provision of the Agreement, by virtue of
their signatures upon this Addendum, to the same extent as if their signature
appeared upon the original Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
WHEREFORE, the Purchaser and Seller have set their hands and affixed their
seals to this Addendum the date and year first above written.
PURCHASER:
CBG GROUP/FLINT RIVER
BANK GROUP
/s/ Xxx Xxxxxx) (SEAL) /s/ Xxx X. Xxxxxxx Xx. (SEAL)
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XXX XXXXXX XXX X. XXXXXXX, XX.
/s/ Xxxxxxx X. Xxxxxxx (SEAL) /s/ Xxxxxx Xxx Xxxxxxx (SEAL)
----------------------------- -------------------------
XXXXXXX XXXXX XXXXXXX XXXXXX XXX XXXXXXX
/s/ Xxxx Xxxxxxx Xxxxxx (SEAL) /s/ Xxxxx Xxxxxx Xxxxxxx(SEAL)
----------------------------- -------------------------
XXXX XXXXXXX XXXXXX XXXXX XXXXXX XXXXXXX
/s/ Xxxxx Xxxxxxx (SEAL) /s/ Xxxxxx X. Xxxxxxxx (SEAL)
----------------------------- -------------------------
XXXXX XXXXXXX XXXXXX X. XXXXXXXX
/s/ Xxxxxx Xxxx Xxxxxx III (SEAL) /s/ Xxxxxxx X. Xxxxxx (SEAL)
----------------------------- -------------------------
XXXXXX XXXX XXXXXX, III XXXXXXX X. XXXXXX
/s/ Xxxxxx X. Xxxxxxxx (SEAL) /s/ L X. Xxxxxxxx (SEAL)
----------------------------- -------------------------
XXXXXX X. XXXXXXXX XXX X. XXXXXXXX
/s/ Xxxxxxx X. Xxxxx III (SEAL) /s/ X X Xxxxxxx (SEAL)
----------------------------- -------------------------
XXXXXXX X. XXXXX III XXXXX XXXXXXX
Each of the individuals named above Xxxxxx X. Xxxxxxxx named above
has signed, sealed and delivered this has signed, sealed and
in our presence this the 16 day delivered this in our presence
-- this the 16 day of December, 2003:
of December, 2003: -- --------
--------
/s/ Xxxxx Xxxxx /s/ Xxxxx Xxxxx
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Unofficial Witness Unofficial Witness
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxxxxxxx X. Xxxxxxx
----------------------------------- ------------------------
Notary Public Notary Public
My Commission Expires: April 24, 2004 My Comm. Exp.: 3/12/07
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Xxxxxxxx County, Xxxxxxx Xxxxxxxx County, GA.
[NOTARIAL SEAL] [NOTARIAL SEAL]
[Signatures Continued on Next Page]
SELLER:
HERITAGEBANK OF THE SOUTH,
a federally-chartered mutual savings association
By:/s/ O. Xxx Xxxxxxxx
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Its:
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Title: CEO
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[CORPORATE SEAL]
Attest: /s/ Xxxxx Xxxxxxxx
-----------------------------------------
Its: CFO
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Title: EVP
------------------------------------------
Signed, sealed and delivered
in the presence of:
/s/ Xxxxxxxxx Xxxxxx
-----------------------------
Unofficial Witness
/s/ Xxxxxxxxx Xxxxxxx
-----------------------------
Notary Public
My Commission Expires: March 12,2007
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Xxx County, GA
[NOTARIAL SEAL]
EXHIBIT "A"
CBG GROUP/FLINT RIVER NATIONAL BANK
Xxx Xxxxxx
Xxx X. Xxxxxxx, Xx.
Xxxxxxx Xxxxx Xxxxxxx
Xxxxxx Xxx Xxxxxxx
Xxxx Xxxxxxx Xxxxxx
Xxxxx Xxxxxx Xxxxxxx
Xxxxxx X. Xxxxxxxx
Xxxxxx Xxxx Xxxxxx, III
Xxxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxxxx
Xxx X. Xxxxxxxx
Xxxxx Xxxxxxx
Xxxxxxx X. Xxxxx, III
Xxxxx Xxxxxxx
EXHIBIT "B"
"All that tract or parcel of land lying and being in Land Xxx 000 xx
xxx Xxxxx Xxxx Xxxxxxxx, Xxxx of Camilla, County of Xxxxxxxx, State of
Georgia, and being more particularly described as follows:
All of Lots I, 2, 3, 4 and 5 as per plat recorded in Plat Book 15,
Page 250, Xxxxxxxx County Land Records. Furthermore, conveyed herein
as a strip of land Forty (40) feet in with (east/west) and Two Hundred
and Eighty-Four (284) feet in length (north/south) lying immediately
West of and contiguous with the lots described above.
Also, all furniture, fixtures, equipment and the like utilized by
Seller in connection with its present banking location located upon
the above-described Property, with the exception of Seller's signage."
