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EXHIBIT 4.2.1
Georgia-Carolina Bancshares, Inc.
X.X. Xxx 0000
Xxxxxxx, Xxxxxxx 00000
October __, 1998
The Bankers Bank
0000 Xxxxx Xxxxx Xxxx
000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxxxxx X. Xxxxxxx
Gentlemen:
(1) This letter will serve as an amendment to that certain letter
agreement (the "Escrow Agreement"), dated January 22, 1998, by and between
Georgia-Carolina Bancshares, Inc., a Georgia corporation (the "Company") and
you, whereby the Company appointed you as Escrow Agent in connection with a
"best efforts" offering of a minimum of 518,519 shares and a maximum of 740,741
shares of the Company's $.001 par value per share Common Stock. Capitalized
terms used herein and not otherwise defined shall have the meanings given
therefor in the Escrow Agreement.
(2) The Company and Interstate/Xxxxxxx Lane Corporation ("IJL")
contemplate entering into an agreement (the "Underwriting Agreement") whereby
IJL will underwrite, on both a firm commitment and standby firm commitment
basis, an aggregate of 740,000 shares of the Common Stock. In order to conform
the terms of the Escrow Agreement to the terms of the Underwriting Agreement,
the parties hereto agree that the Escrow Agreement is amended as follows:
A. Paragraph 3 shall be deleted in its entirety and the
following substituted in lieu thereof:
"(3) On February 19, 1998, the Company's
Registration Statement on Form SB-2 (File No. 333-41547), registering the
740,741 shares of Common Stock in connection with the best efforts offering
undertaken by certain directors and officers of the Company (the "Best Efforts
Offering") was declared effective by the Securities and Exchange Commission.
The Best Efforts Offering commenced on February 19, 1998 and, as of August 18,
1998, had resulted in the receipt of subscription funds ("Subscription Funds")
for 310,000 shares of Common Stock from approximately 265 subscribers (the
"Initial Subscribers"). As of August 18, 1998, all Subscription Funds had been
deposited by you into an escrow account (the "Escrow Account").
(4) Although, by its terms, the Best Efforts
Offering could be extended without modification through February 14, 1999, the
Company has elected, prior to that date, to restructure the plan of distribution
of the Best Efforts Offering and to engage Interstate/Xxxxxxx Xxxx Corporation
("IJL") to (i) underwrite, on a firm commitment basis, 430,000 of the shares
registered under the Company's Registration Statement (File No. 333-41547) and
(ii) underwrite, on a standby firm commitment basis, any of the 310,000 shares
which are withdrawn by the Initial Subscribers as contemplated by Paragraph 5
below (the "IJL Offering").
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The Bankers Bank
October __, 1998
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(5) Because of the possible change in the
Company's plan of distribution, the Company will be, subject to the successful
completion of the IJL Offering, extending to each Initial Subscriber the right
to withdraw his subscription and have his Subscription Funds returned without
interest or net profits earned thereon. In order to effect a withdrawal of his
Subscription Funds, each Initial Subscriber must complete a Withdrawal Notice
and return it to the Company by October 15, 1998. In the event the IJL Offering
is successfully completed, the Company shall promptly provide you with written
notice of such completion and a copy of each Withdrawal Notice received by the
Company. Upon receipt of the Company's written notice and the Withdrawal
Notice(s), you shall return the Initial Subscriber's Subscription Funds,
without interest or net profits earned thereon, to the Initial Subscriber. A
copy of the Withdrawal Notice is attached hereto as Exhibit A.
(6) If a Withdrawal Notice is not received by
the Company by October 15, 1998, the Initial Subscriber's Subscription Funds
will remain on deposit with you until the closing of the IJL Offering with IJL.
At that time, all Subscription Funds held by you, including any interest earned
thereon, will be disbursed by you to the Company.
B. Paragraphs 5 through 8 shall be deleted in their entirety.
C. Paragraph 4 shall be renumbered as Paragraph 8.
D. Paragraph 9 shall be amended such that all references to
"Paragraph 8" contained therein (regarding return of Subscription Funds) shall
mean Paragraphs 5 or 7, as applicable.
E. Paragraph 10 shall be deleted in its entirety and the
following substituted in lieu thereof:
"(10) Your obligations as Escrow Agent hereunder shall
terminate upon your transferring all funds you hold hereunder pursuant to the
terms of Paragraphs 5, 6 or 7 herein, as applicable."
F. Paragraph 11 shall be deleted in its entirety.
G. Paragraphs 12 through 26 shall be renumbered as Paragraphs
10 through 24, respectively.
H. Paragraph 15 (formerly Paragraph 16) shall be further
amended such that all references to "Paragraphs 15 and 17" contained therein
(regarding reimbursement of expenses, indemnity and fees) shall mean Paragraphs
14 and 16, respectively.
(3) In addition, the parties hereto agree that the Fee Schedule
attached to the Escrow Agreement is amended as follows:
A. The first sentence shall be amended such that the
reference to Paragraph 17 of the Escrow Agreement contained therein shall mean
Paragraph 16 of the Escrow Agreement, as amended.
B. The last sentence shall be amended such that the reference
to Section 7 of the Escrow Agreement contained therein shall mean Paragraph 6
of the Escrow Agreement, as amended.
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The Bankers Bank
October __, 1998
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Please indicate your acceptance of these amendments to the Escrow
Agreement and Fee Schedule by executing a copy of this letter and returning it
to the undersigned.
Very truly yours,
GEORGIA-CAROLINA BANCSHARES, INC.
By:
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J. Xxxxxx Xxxx, Xx.
Senior Vice President and Chief Financial Officer
Attest:
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(CORPORATE SEAL)
ACCEPTED AND AGREED:
THE BANKERS BANK
By:
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Xxxxxxx X. Xxxxxxx
Senior Vice President
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EXHIBIT A
NOTICE OF WITHDRAWAL
Instructions: If the IJL firm commitment underwriting (the "IJL Offering") is
successfully completed and you do NOT wish to continue your subscription to
purchase shares of Common Stock in the Company, please sign your name in the
space below and return this page to us by October 15, 1998.
Unless we receive this page from you by OCTOBER 15, 1998, you will be
deemed to have decided to continue your subscription to purchase shares of
Common Stock in the Company. In that event, your subscription funds will
remain on deposit with the Escrow Agent until such time as they are paid to the
Company. If the IJL Offering is not successfully completed, the Company
expects to continue its best efforts offering, and your subscription funds,
regardless of whether or not you now choose to withdraw your subscription, will
remain on deposit with the Escrow Agent.
For your convenience, you may mail this page to us in the enclosed,
self-addressed, postage paid envelope.
The undersigned has received and read the Company's Preliminary
Prospectus, dated October 2, 1998. If the IJL Offering underwriting is
successfully completed, the undersigned has decided not to continue his
investment in the Company.
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(Signature)
Print Name:
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Date:
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