Letter of Intent
APRIL 5, 2006
StoneCastle Securities, LLC
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
This letter agreement is to confirm the intention of CBC Holding Company
(the "Company"), a bank holding company organized under the laws of the state of
Georgia, to issue, and StoneCastle Securities, LLC ("SCS"), a broker dealer
organized under the laws of the state of Delaware, to purchase or arrange the
purchase of, certain Capital Securities (as defined below) under the terms set
forth herein.
The Company will issue junior subordinated debt securities that will be
held by a grantor trust subsidiary of the Company, which trust will in turn
issue preferred capital securities (the "Capital Securities") with identical
terms regarding interest and principal payments. The Company agrees to sell, and
SCS agrees to purchase or arrange the purchase of, the Capital Securities on the
following terms:
Purchase Price: 100.00%
Placement Fee: 0.00%
Issuance Size: $5.0 million
Agreement Signed By: On or prior to April 12, 2006
Settlement Date: On or prior to May 31, 2006
Floating Coupon: 3-month LIBOR plus 1.49%
Fixed/Floater: 5-Year Swap Rate + 1.49% for the first 5 years;
3-month LIBOR plus 1.49% thereafter
CIRCLE YOUR CHOICE
Payment Frequency: Quarterly, in arrears
Maturity: 30 years
Company Expenses: SCS will arrange for the reimbursement of the Company's
out-of-pocket legal expenses (up to $10,000) for documentation review and
drafting of relevant opinions. SCS will also arrange to pay for the Initial
trustee set-up fee, the trustee's upfront counsel fee, and the annual trustee
fees for the life of the securities.
Call Provisions: The Capital Securities will be callable after 5 years on
any interest payment date at par, with regulatory approval. Callable within the
first 5 years at a predetermined premium upon the occurrence of a Tax Event, a
Regulatory Capital Event or any Investment Company Event.
The Company's obligations hereunder are subject to its review of the
documentation and regulatory approval for the Capital Securities and SCS's
obligations are subject to its due diligence review of the Company.
This Agreement may be signed in various counterparts, which together shall
constitute one and the same instrument, and shall be binding upon and inure to
the benefit of each of the Parties.
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement between the
Company and SCS.
Very truly yours,
CBC Holding Company
000 X. Xxxxxxx Xxxxx, X.X. Xxx 000
Xxxxxxxxxx, XX 00000
By:
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Xxxxxx X. Xxx
President
Date:
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The foregoing terms are
confirmed and accepted as of the
date first above written.
STONECASTLE SECURITIES, LLC
By:
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Date:
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