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EXHIBIT 10.4
OPTION AGREEMENT
OPTION AGREEMENT made this 21st day of October, 1998 between XXXXXX XXXX,
XXXXXX XXXXXXX, XXXXXXX PAGE, XXXXX XXXXXX, and XXXXXXXX XXXXXX (collectively
referred to as the "Optioner"), of Camden County, Georgia, and SATILLA
COMMUNITY BANK and/or SATILLA FINANCIAL SERVICES, INC., (the
Page 4 -- Exhibit "B"
"Optionee"), of Camden
Option Agreements
In consideration of $5,000.00 (hereinafter
called the "option money"), by the Optionee to the Optionor, by check payable
to the order of the Optionor, the receipt whereof, subject to collection, the
Optionor acknowledges, and also in consideration of the promises and conditions
hereinafter contained, the parties agree as follows:
1.
GRANT OF OPTION. The Optionor hereby irrevocably grants to the Optionee
the exclusive option to purchase from the Optionor, on and subject to the terms
and conditions hereinafter contained, all of the Optionor's interest in the
property (hereinafter called "property") described as follows, to-wit:
All that certain tract or parcel of land being a 1.183 acre tract of land
on Georgia Highway 40, lying in the City of St. Marys, 29th G.M.D., Camden
County, Georgia, and being more particularly described as follows: for a
point of beginning commence at a point where the northeasterly right-of-way
line of Georgia Highway No. 40, (a 75-foot right-of-way as now
established), intersects the southeasterly right-of-way line of an
un-named county graded road, a 30-foot road right-of-way by plat recorded
in plat book 6, page 121, public records of said county), and from said
point run thence north 56 degrees 37' 06" east, along last mentioned
southeasterly right-of-way line, a distance of 95.57 feet to a point of
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curvature; run thence in a northeasterly direction along the arc of a curve in
last mentioned southeasterly right-of-way line, said curve being concave to the
northwest and having a radius of 293.77 feet, a chord distance of 69.03 feet to
a point of curvature, the bearing of the aforementioned chord being north 49
degrees 52' 17" east; run thence in an easterly direction along the arc of a
curve, said curve being concave to the north and having a radius of 25.0 feet,
a cord distance of 32.16 feet to a point of compound curvature, the bearing of
the aforementioned chord being north 83 degrees 09' 24" east; run thence in a
southeasterly direction along the arc of a curve, said curve being concave to
the southwest and having a radius of 132.94 feet, a chord distance of 68.43
feet to a point of tangency, the bearing of the aforementioned chord being
south 41 degrees 53' 49" east; run thence south 26 degrees 58' 57" east, a
distance of 159.15 feet to a point of curvature; run thence in a southerly
direction along the arc of a curve, said curve being concave to the west and
having a radius of 25.00 feet, a chord distance of 35.36 feet to a point of
tangency, the bearing of the aforementioned cord being south 18 degrees 01' 03"
west; run thence south 63 degrees 01' 03" west, a distance of 185.00 feet to a
point lying on the aforementioned northeasterly right-of-way line of Georgia
Xxxxxxx Xx. 00; run thence north 26 degrees 58' 57" west, along last mentioned
northeasterly right-of-way line, a distance of 235.00 feet to the point of
beginning.
The land thus described contained 1.183 acres and is subject to any
easements of records that may lie within.
2.
TERM OF OPTION. This option shall continue in effect until noon on June 30,
1999, and may be exercised (in accordance with its terms) at any time on or
before its expiration; provided, however, that this option shall automatically
terminate (without any notice from Optionor to the Optionee) at noon on June 30,
1999.
3.
EXERCISE OF OPTION. If this option is exercised (in accordance with its
terms) the Optionor shall sell and convey the property to the Optionee, and the
Optionee shall purchase and accept the property from the Optionor, on and
subject to the terms and
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conditions contained in said agreement.
4.
TERMS AND CONDITIONS. The terms of this option are as follows:
a) The Optionor agrees to convey to the Optionee the right to purchase
the property described above and owned by the Optionor at the purchase
price of Two Hundred Thirty Thousand Dollars ($230,000.00) due and
payable in full on or before June 30, 1999. The option money shall be
credited against the purchase price.
b) Upon payment in full of the indebtedness and obligation pursuant to
this agreement by Optionor and Optionee, Optionor shall immediately
execute a Warranty Deed conveying the subject property to Optionee,
free and clear of any and all liens or encumbrances.
5.
FAILURE TO EXERCISE OPTION. If prior to noon on June 30, 1999 all
conditions contained herein shall have accrued, and the Optionee does not
purchase the property in accordance with the terms of this agreement, the
Optionor shall retain absolutely the option money paid on the execution of this
option agreement as the consideration for this option during the period to noon
on June 30, 1999.
6.
OTHER CONDITIONS. Other conditions of the option agreement shall be as
follows:
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As to Optionor:
a) The Optionor shall provide ingress and egress to the property
sufficient for its intended purpose, that being a commercial banking
facility.
b) The Optionor shall provide all utility service necessary for the
property for its intended purpose, that being a commercial banking
facility.
c) The Optionor shall have taken all actions necessary for the property
to be in compliance with all applicable requirements, restrictions and
limitations of federal, state and local statute, law, ordinance, rule
and regulation to allow construction to commence and use of the
property as a commercial banking facility.
As to Optionee:
a) Should the Optionee fail to obtain all necessary approvals or not have
established a commercial banking enterprise within the time period
prescribed by this option agreement, the Optionor shall return the
option money to the Optionee and this option agreement shall be
rendered null and void.
7.
ENTIRE AGREEMENT. This option constitutes the entire agreement between
the parties. No representatives, warranties, or promises pertaining to this
option or any property affected by this option have been made by, or shall be
binding on, any of the parties, except as expressly stated in this option
agreement. This option agreement may not be changed orally, but only by an
agreement in writing signed by the party against
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whom enforcement of any such change is sought.
8.
NOTICES. Any notice or demand under this option shall be by registered or
certified mail, sent as follows: to the Optionor at 0000 Xxxxxxx Xxxxx,
Xxxxxxxxx, Xxxxxxx 00000 and to the Optionee at Xxxx Xxxxxx Xxx 0000, Xx.
Xxxxx, Xxxxxxx 00000.
9.
TAXES. The Optionor and Optionee agree that Optionor shall be responsible
for all taxes until the time of closing.
10.
BENEFIT. This option shall bind, the heirs, successors and assigns of the
respective parties.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement the day and year first above mentioned.
OPTIONOR:
/s/ Xxxxxx Xxxx (SEAL)
------------------------
Xxxxxx Xxxx
Signed, sealed and delivered in the
presence of:
/s/ Xxxx Xxxx
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Witness
/s/ Xxxxxxxx X. Place
------------------------------------
Notary Public
Notary Public, Camden County, Georgia
My Commission Expires Feb. 7, 2002
(SIGNATURES CONTINUED ON NEXT PAGE)
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/s/ Xxxxxx Xxxxxxx
------------------------------ (SEAL)
Xxxxxx Xxxxxxx
Signed, sealed and delivered in the
presence of:
Xxxx Xxxx
-------------------------------------
Witness
Xxxxxxxx X. Place
-------------------------------------
Notary Public
Notary Public, Camden County, Georgia
My Commission Expires Feb. 7, 2002
/s/ Xxxxxxx Page
------------------------------ (SEAL)
Xxxxxxx Page
Signed, sealed and delivered in the
presence of:
Xxxx Xxxx
-------------------------------------
Witness
Xxxxxxxx X. Place
-------------------------------------
Notary Public
Notary Public, Camden County, Georgia
My Commission Expires Feb. 7, 2002
/s/ Xxxxx Xxxxxx
------------------------------ (SEAL)
Xxxxx Xxxxxx
Signed, sealed and delivered in the
presence of:
Xxxx Xxxx
-------------------------------------
Witness
Xxxxxxxx X. Place
-------------------------------------
Notary Public
Notary Public, Camden County, Georgia
My Commission Expires Feb. 7, 2002
/s/ Xxxxxxxx Xxxxxx
------------------------------ (SEAL)
Xxxxxxxx Xxxxxx
Signed, sealed and delivered in the
presence of:
Xxxx Xxxx
-------------------------------------
Witness
Xxxxxxxx X. Place
-------------------------------------
Notary Public
Notary Public, Camden County, Georgia
My Commission Expires Feb. 7, 2002
(SIGNATURES CONTINUED ON NEXT PAGE)
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OPTIONEE:
By: /s/
------------------------------ (SEAL)
Chairman
Attest: /s/
------------------------------ (SEAL)
President
Signed, sealed and delivered in the
presence of:
Xxx Xxxxxxxx
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Witness
Xxxxxxxx Xxxxx
-------------------------------------
Notary Public
Notary Public, Camden County, Georgia
My Commission Expires Sept. 7, 2001
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