EXHIBIT 10.28
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SUPPLEMENTAL AGREEMENT BETWEEN
FIRST FARMERS AND MERCHANTS CORPORATION
AND COMMUNITY BANK
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180
SUPPLEMENTAL AGREEMENT
This Supplemental Agreement (the "Agreement") is made and entered into as of the
23rd day of January, 2002, by and among First Farmers and Merchants Corporation,
a Tennessee corporation (the "Company") and its wholly-owned subsidiary, First
Farmers and Merchants National Bank of Columbia, a national banking association
(the "Purchaser"), Community Bank, an Alabama banking corporation (the "Seller")
and Community Bancshares, Inc., a Delaware corporation ("CBI").
W 1 T N E S S E T H:
The parties entered into that certain Acquisition Agreement (the
"Acquisition Agreement") dated December 21, 2001 which provides for the
acquisition of Seller's branch offices located in Pulaski, Tennessee, by
Purchaser.
The Acquisition Agreement contemplated that certain issues between the
parties would be addressed following the completion of Purchaser's due diligence
review of the Branches.
The Purchaser has completed its due diligence review and the parties
desire to finalize these open issues.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt of which is acknowledged, the parties,
intending to be legally bound, agree as follows:
Section 1. Adjustments to the Purchase Price.
(a) At the Closing the Seller shall transfer, convey, assign and
deliver to the Purchaser and the Purchaser shall purchase and
receive from the Seller all Loans on the Branches' books at
Closing at their respective then outstanding principal
amounts, together with accrued interest thereon, less a
discount of Five Hundred and Fifty-Eight Thousand Six Hundred
and Fifty-One Dollars ($558,651.00). The amount of this
discount shall not change between the date hereof and the
Closing. No other adjustment to the purchase price for the
Loans shall be made pursuant to Section 2.01(a) of the
Acquisition Agreement.
(b) The purchase price for the real property and improvements to
be transferred to Purchaser as set forth in Section 2.01(b) of
the Acquisition Agreement shall be reduced by Seventy-Five
Thousand Dollars ($75,000.00).
(c) At the Closing the Seller shall transfer, convey, assign and
deliver to the Purchaser and the Purchaser shall purchase and
receive from the Seller all real property categorized on the
books of the Branches as "other real estate" at its fully
depreciated net book value as shown on the books of Seller. No
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additional negotiations or adjustments are contemplated
pursuant to Section 2.01(h) of the Acquisition Agreement.
Section 2. Appraisal of Real Property. Seller will cause its subsidiary,
Community Appraisals, Inc. to perform an appraisal of the real property and
improvements being transferred to Purchaser pursuant to Section 2.01(b) of the
Acquisition Agreement. At the Closing Purchaser shall reimburse Community
Appraisals, Inc. its cost in providing the appraisal.
Section 3. Credit Life Insurance and Debt Cancellation Agreements. The agreement
between the parties contemplated by Section 3.11 of the Acquisition Agreement is
as follows:
(a) Seller will reimburse Purchaser the amount of any unearned
credit life insurance premiums or debt cancellation fees which
must be refunded to a customer of the Branches after the
Closing based upon a Loan made prior to the Closing.
(b) Seller will reimburse Purchaser the amount of any debt
cancelled by Purchaser after the Closing pursuant to the terms
of a debt cancellation agreement between Seller and a customer
of the Branches dated prior to the Closing.
Section 4. Due Diligence Review. With respect to Section 12.07 of the
Acquisition Agreement, Purchaser has completed and is satisfied with the scope
and results of its due diligence review and has reached additional agreements
with Seller satisfactory to Purchaser in all respects resulting therefrom. The
provisions of Section 12.07 of the Acquisition Agreement shall not be a
condition precedent to Purchaser's obligations under the Acquisition Agreement.
The provisions of Section 15.01(e) shall not be grounds for termination of the
Acquisition Agreement by Purchaser.
Section 5. Review of New Loans. Between the date of this Agreement and the
Closing Seller shall not make any Loan in a principal amount exceeding Fifty
thousand dollars unsecured and One hundred and twenty-five thousand dollars
secured ($50,000 unsecured and $125,000 secured) unless Purchaser shall have had
an opportunity to review and consent to such Loan.
Section 6. Exhibits. Purchaser acknowledges that it has received the exhibits
and schedules contemplated by the Acquisition Agreement and hereby accepts such
schedules and exhibits. The provisions of Section 17.14 of the Acquisition
Agreement shall not be grounds for termination or amendment of the Acquisition
Agreement.
Section 7. Defined Terms. Terms which are not defined herein shall have those
definitions set forth in the Acquisition Agreement.
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Section 8. Full Force and Effect. The Acquisition Agreement remains in full
force and effect unchanged except as modified by this Agreement.
IN WITNESS WHEREOF, the Company, the Purchaser, CBI and the Seller have
caused this Agreement to be executed by their respective duly authorized
officers and their respective corporate seals to be affixed hereto as of the day
and year first above written.
FIRST FARMERS AND MERCHANTS CORPORATION
By /s/ Xxxxxx X. Xxxxxxx
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ATTEST: Its Chairman and CEO
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/s/ Xxxx X. Xxxxxxxxx
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Its Senior Executive Vice President
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[CORPORATE SEAL]
FIRST FARMERS AND MERCHANTS NATIONAL
BANK OF COLUMBIA
By /s/ Xxxxxx X. Xxxxxxx
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ATTEST: Its Chairman and CEO
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/s/ Xxxx X. Xxxxxxxxx
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Its Senior Executive Vice President
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[CORPORATE SEAL]
COMMUNITY BANK
By /s/ KennonR. Xxxxxxxxx, Sr.
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ATTEST: Its Chairman
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/s/ Xxxxxxx X. Xxxxxxxx
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Its Secretary
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[CORPORATE SEAL]
COMMUNITY BANCSHARES, INC.
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By /s/ KennonR. Xxxxxxxxx, Sr.
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ATTEST: Its Chairman
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/s/ Xxxxxxx X. Xxxxxxxx
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Its Secretary
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[CORPORATE SEAL]
STATE OF TENNESSEE )
)
XXXXX COUNTY )
I, Xxxxxx X. Xxxxxx, a Notary Public in and for said county in said state hereby
certify that Xxxxxx X. Xxxxxxx as Chairman and CEO and Xxxx X. Xxxxxxxxx as
Senior Executive Vice President of First Farmers and Merchants Corporation,
whose names are signed to the foregoing agreement, and who are known to me,
acknowledged before me on this day that being informed of the contents of this
agreement, they, as such officers and with full authority, executed the same
voluntarily for and as the act of said corporation.
Given under my hand and seal this 23rd day of January, 2002.
/s/ Xxxxxx X. Xxxxxx
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Notary Public
My Commission expires: 4-18-2005
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[NOTARIAL SEAL]
STATE OF TENNESSEE )
)
XXXXX COUNTY )
I, Xxxxxx X. Xxxxxx, a Notary Public in and for said county in said state hereby
certify that Xxxxxx X. Xxxxxxx as Chairman and CEO and Xxxx X. Xxxxxxxxx as
Senior Executive Vice President of First Farmers and Merchants National Bank of
Columbia, whose names are signed to the foregoing agreement, and who are known
to me, acknowledged before me on this day that being informed of the contents of
this agreement, they, as such officers and with full authority, executed the
same voluntarily for and as the act of said corporation.
Given under my hand and seal this 23rd day of January, 2002.
/s/ Xxxxxx X. Xxxxxx
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Notary Public
184
My Commission expires: 4-18-2005
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[NOTARIAL SEAL]
STATE OF TENNESSEE )
)
XXXXX COUNTY )
I, Xxxxxx X. Xxxxxx, a Notary Public in and for said county in said state hereby
certify that Xxxxxx X. Xxxxxxxxx as Chairman and Xxxxxxx X. Xxxxxxxx as
Secretary of Community Bank, whose names are signed to the foregoing agreement,
and who are known to me, acknowledged before me on this day that being informed
of the contents of this agreement, they, as such officers and with full
authority, executed the same voluntarily for and as the act of said corporation.
Given under my hand and seal this 23rd day of January, 2002.
/s/ Xxxxxx X. Xxxxxx
----------------------------------------
Notary Public
My Commission expires: 4-18-2005
------------------
[NOTARIAL SEAL]
STATE OF TENNESSEE )
)
XXXXX COUNTY )
I, Xxxxxx X. Xxxxxx, a Notary Public in and for said county in said state hereby
certify that Xxxxxx X. Xxxxxxxxx as Chairman and Xxxxxxx X. Xxxxxxxx as
Secretary of Community Bancshares, Inc., whose names are signed to the foregoing
agreement, and who are known to me, acknowledged before me on this day that
being informed of the contents of this agreement, they, as such officers and
with full authority, executed the same voluntarily for and as the act of said
corporation.
Given under my hand and seal this 23rd day of January, 2002.
/s/ Xxxxxx X. Xxxxxx
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Notary Public
My Commission expires: 4-18-2005
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[NOTARIAL SEAL]
185
