FOURTH MODIFICATION OF CREDIT AGREEMENT
THIS MODIFICATION is made as of this 19th day of August, 1996, by and
between NATIONSBANK, N.A. (SOUTH) ("Bank"), a national banking association which
is the successor by merger to Bank South, a Georgia banking corporation which
was the successor by merger to Bank South, N.A., a national banking association,
and FIRST UNITED BANCORPORATION, a South Carolina corporation ("Borrower").
Statement of Facts
Borrower and Bank have previously entered into that certain Credit
Agreement, dated as of May 16, 1995, as amended by the First Modification of
Credit Agreement dated as of August 3, 1995, as further amended by the Second
Modification of Credit Agreement dated as of September 25, 1995, and as further
amended by the Third Modification of Credit Agreement dated as of December 5,
1995 (the "Credit Agreement"). Borrower and Bank now desire to modify the Credit
Agreement in certain respects in accordance with the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the premises, the covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Borrower and Bank do
hereby agree that all capitalized terms used herein shall have the meanings
ascribed thereto in the Credit Agreement as amended herein and do hereby further
agree as follows:
Statement of Terms
1. Amendments of Credit Agreement.
Subject to the fulfillment of the conditions precedent to the
effectiveness of this Modification which are set forth below, the Credit
Agreement is hereby modified and amended as follows:
(a) Section 8.10(a) of the Credit Agreement is hereby modified and
amended by (i) deleting such Section and (ii) simultaneously substituting in
lieu thereof the following new Section 8.10(a):
"(a) Borrower shall at all times maintain consolidated Primary
Capital of not less than $15,000,000, and Borrower's
consolidated Primary Capital shall not be less than 6.5% of
its consolidated assets at any time."
(b) Section 8.10 of the Credit Agreement is hereby further modified and
amended by adding thereto the following new Section 8.10(i):
"(i) First Greenville's Primary Capital shall
not be less than 7.0% of its total assets at
any time."
2. No Other Amendments.
Except for the amendments expressly set forth and referred to above,
the Credit Agreement is and shall remain unchanged and in full force and effect.
Nothing in this Modification is intended, or shall be construed, to constitute a
novation or an accord and satisfaction of the Credit Agreement or of any of the
Obligations or to modify, affect or impair the perfection or continuity of
Bank's security interest in the Collateral.
3. Representations and Warranties.
To induce Bank to enter into this Modification, Borrower does hereby
warrant, represent and covenant to Bank that:
(a) Each representation and warranty set forth in the Credit Agreement
is hereby restated and reaffirmed as true and correct on and as of the date
hereof as if such representation and warranty were made on and as of the date
hereof (except to the extent that such representation and warranty expressly
relates to a specific date), and no Default or Event of Default has occurred and
is continuing as of this date under the Credit Agreement as amended by this
Modification; and
(b) Borrower has the power and is duly authorized to enter into,
deliver and perform this Modification and this Modification is the legal, valid
and binding obligation of Borrower enforceable against it in accordance with its
terms except as such enforceability may be limited by general principles of
equity or by any bankruptcy, insolvency, reorganization or other similar laws
affecting creditors' rights in general.
4. Conditions Precedent to Effectiveness of this Modification.
The effectiveness of this Modification and the amendments provided
above are subject to the truth and accuracy in all material respects of the
representations and warranties contained in Section 3 above and to the receipt
by Bank of one or more counterparts of this Modification duly executed and
delivered by Borrower.
5. Bank Expenses.
Borrower shall reimburse Bank on demand for all costs and expenses
(including attorneys' fees) incurred by Bank in negotiating, documenting and
consummating the transactions contemplated by this Modification.
6. Counterparts.
This Modification may be executed in multiple counterparts, each of
which shall be deemed to be an original and all of which when taken together
shall constitute one and the same instrument.
7. Effective Date.
This Modification shall become effective on the first business day on
which all of the conditions precedent set forth above have been met.
8. Governing Law.
This Modification shall be governed by, and construed in accordance
with, the internal laws of the State of Georgia (without giving effect to its
conflicts of law rules).
IN WITNESS WHEREOF, Borrower has executed this Modification under seal,
and Bank has executed this Modification, as of the day and year specified at the
beginning hereof.
BORROWER:
(CORPORATE SEAL) FIRST UNITED BANCORPORATION
Attest:
By: William B. West
Ronald K. Earnest Title: Senior Vice President
and Chief Financial Officer
Title: Senior Vice
President
LENDER:
NATIONSBANK, N.A. (SOUTH)
By: John L. Carter
Title: Senior Vice President