EXHIBIT 10.7
NORTHSIDE BANK
(PROPOSED)
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P.O. BOX 283
ADAIRSVILLE, GA 30103
December 1, 2004
Xx. Xxxxxxx Xxxxxx
000 Xxxxx Xx.
Adairsville, GA 30103
Re: 0000 Xxxxxxxxxxx Xxx
Dear Orlando:
Reference is made to that certain 1.97 acre lot located in Land Lot 191, 15th
District, 3rd Section in the City of Adairsville, Bartow County, Georgia at 0000
Xxxxxxxxxxx Xxx and identified as lot A on the survey attached hereto as Exhibit
A (the "Property"). This letter is to confirm that you ("Seller") intend to sell
and Northside Bank, a proposed Georgia bank corporation ("Purchaser") intends to
purchase the Property subject to the following:
1. The purchase price shall be $1,000,000 payable in stock of Northside
Bancshares, Inc.
2. The property currently has or Seller will prior to closing construct
at Seller's cost water, sewer and natural gas service.
3. Seller will prior to closing complete at Seller's cost a two lane
access road with curbs and gutters across the Property and lots B
and C, as identified on Exhibit A, with connection on one end to the
Westbound lane of Adairsville Hwy and connection on the other and to
an existing public road located at the West side of the Property.
Said access road will be constructed in accordance with Georgia DOT
and City of Adairsville specifications and will cross the Property
at or near its South boundary, the exact location to be subject to
Purchaser's approval.
4. Seller represents and warrants that the Property contains no
environmental hazards as determined in accordance with EPA or other
regulatory agency standards and that the soil on the Property is
suitable for construction of a two story building and parking lot as
determined by customary soil compaction testing.
5. Seller agrees to provide Buyer with adequate space on an adjacent
lot for a temporary office building and parking in the event same
cannot be located on the Property during construction. Such space
will be available to buyer until the earlier of thirty days
following the date on which a CO is issued for the Bank's building
on the Property or one year from the date of closing.
6. Seller will deliver clear title at closing and represents and
warrants that there are no restrictive covenants or easements that
would make the Property unsuitable for the construction of the
Bank's main office.
7. Seller will pay all closing costs.
8. Closing will take place at a mutually agreed date, time and location
within thirty days following and subject to approval of the Bank's
regulatory application and successful completion of the initial
stock offering of Northside Bancshares, Inc.
9. The execution of a formal agreement incorporating the terms of this
letter and addressing such other matters as are commonly dealt with
in agreements of this type, the exact terms of which shall be
negotiated in good faith.
If the foregoing is in accordance with your understanding, please indicate your
acceptance by signing this letter in the space provided below and returning it
to Seller. Following receipt of a signed copy of this letter, Seller will cause
counsel of its choosing to draft a formal agreement for your review.
Sincerely,
Northside Bank (Proposed)
By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx on behalf of the Organizers of Northside Bank
Agreed to and accepted:
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
XXXXXXX XXXXXX
000 XXXXX XX.
ADAIRSVILLE, GA 30103
February 16, 2005
The Organizers of Northside Bank
P.O. Box 283
Adairsville, GA 30103
Re: 0000 Xxxxxxxxxxx Xxx
Gentlemen and Ladies:
Reference is made to that certain letter from you to me dated December 1, 2004
concerning my intent to sell and your intent to purchase the 1.97 acre lot
located at the subject address (the "Letter"). This is to confirm that, inasmuch
as it is my desire to own less than 10% of the outstanding stock of Northside
Bancshares, Inc., I am willing to accept $950,000 in stock of Northside
Bancshares, Inc. and $50,000 cash in payment of the purchase price stated in
item 1 of the Letter in lieu of $1,000,000 in stock of Northside Bancshares,
Inc. Please cause this change to be incorporated in the formal agreement when it
is drafted.
Sincerely,
/s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx
