Exhibit 99.1
SEPARATION PROPOSAL
THIS SEPARATION PROPOSAL (the "Proposal") is made and entered into as of
the 2nd day of June, 2006, by and between Community Capital Bancshares, Inc. and
its subsidiary bank, Albany Bank & Trust, N.A. (collectively, "CCB"), and
Atlantic Bank Holdings, Inc. and its proposed federal savings bank, Atlantic
Bank & Trust (in organization) (collectively, "Atlantic").
WHEREAS, CCB had worked with the organizers of Atlantic to form a DE
NOVO federal savings bank which was to have been wholly owned by CCB; and
WHEREAS, CCB formed a loan production office in Charleston (the
"Charleston LPO") which was operated by certain organizers of Atlantic and
purchased and began renovating the building located at ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, as
well as purchasing the furniture, fixtures and equipment for the building; and
WHEREAS, CCB entered into employment contracts with the Atlantic
management team, ▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇; and
WHEREAS, Atlantic now desires to terminate its relationship with CCB and
file its own independent applications for a charter and insurance of accounts
with the Office of Thrift Supervision and the FDIC, respectively; and
WHEREAS, the parties wish to amicably terminate their mutual involvement
in the formation of the DE NOVO federal savings bank and to release the other
party from any contingent liabilities resulting from their mutual involvement;
NOW, THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, the parties agree as follows:
1. CCB will maintain the Charleston LPO until November 30th, 2006.
Starting June 1st, 2006, Atlantic will pay CCB $44,000 per month in management,
rent and IT fees (not including operating profit/loss) to allow Charleston LPO
to maintain in operation until November 30th, 2006. All organizational expenses
from this point forward will be paid from Atlantic's own DDA and will not be
funded by the Charleston LPO. In addition, should the Charleston LPO operations
at November 30th, 2006 have a cumulative net loss since inception, Atlantic will
reimburse CCB for the cumulative net loss. In addition, ▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇ ▇▇▇▇▇▇ will personally provide unlimited
guarantees for any such loss incurred by the Charleston LPO and will obtain a
line of credit or a letter of credit for $500,000 which will be pledged to CCB
with this agreement to fund any losses. The end date of the LPO can be
negotiated if Atlantic has not received its charter by November 30th, 2006.
2. Atlantic will have the right to purchase from CCB the building
located at ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for an amount equal
to the greater of (a) market value of the property as determined by an
independent appraisal completed within 30 days of the
purchase date or (b) the amount CCB paid for the building plus the cost of all
repairs, renovations and improvements to the building (all of which will be paid
for by CCB) plus $200,000. In addition, Atlantic will purchase the furniture,
fixtures and equipment located in the building for an amount equal to the book
value of said furniture, fixtures, and equipment as reflected on the balance
sheet of Albany Bank & Trust. The building and FF&E will be purchased when
Atlantic breaks escrow of capital raised to fund its operations. Should Atlantic
and CCB terminate the Charleston LPO before escrow breaks, CCB will agree to
lease these assets on a month to month basis to Atlantic for a price to be
negotiated and set forth in a separate lease.
3. CCB agrees to transfer to Atlantic the operational contracts and
leases entered into in connection with the Charleston LPO and in contemplation
of the opening of Atlantic, including the contract with Banxsource, Inc.
regarding the organization of Atlantic.
4. CCB agrees to immediately terminate the employment agreements of ▇▇▇
▇. ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ and to waive any and all
obligations under the employment agreements, including, but not limited to, the
anti-competitive provisions.
5. [Deleted]
6. Atlantic agrees to service all loans booked in the Charleston LPO as
of this date at no cost to CCB. CCB agrees to allow Atlantic proper access to
its ▇▇▇▇ ▇▇▇▇▇ operating system in order to accomplish the servicing of the
loans. Atlantic will not buy back any loans that were made through the
Charleston LPO, unless agreed upon by both parties
7. The parties agree that, when such participations meet the needs of
both parties, Atlantic will offer to CCB the opportunity to participate in loans
made by Atlantic which may exceed Atlantic's lending limits.
8. CCB agrees to transfer at no cost to Atlantic the right to use the
name "Atlantic Bank & Trust," the domain name "▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇" and
other related intellectual property. Atlantic agrees to not use the acronym
"AB&T" in the state of Georgia, Alabama, or Florida without CCB's consent.
9. Atlantic wishes to purchase from CCB on November 30th, 2006 the
unamortized portion of the forgivable notes in the amount of $100,000 and
$60,000 previously issued to ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, respectively, as a
"signing bonus" when they were employed by CCB.
10. The Charleston LPO operations will report directly to the President
of Albany Bank & Trust, who will approve all expenses associated from the LPO.
Should the President deem expenses non-operational, Atlantic will reimburse/pay
the cost from their own funds. If Atlantic disagrees with the characterization
of certain expenses as non-operational, the parties will submit the expenses in
question to CCB's independent public accounting firm for the proper
categorization of the expenses under GAAP. The costs associated with the
resolution of the dispute regarding the nature of the expenses will be borne
equally by both parties.
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11. This agreement shall be executed by the parties and will be
effective upon CCB's receipt of approval from the Office of the Comptroller of
the Currency for this agreement.
12. Atlantic agrees that they will assist CCB in finding participation
partners on all new loans generated under the Charleston LPO, allowing CCB to be
the lead bank, but maintain a minimum of the outstanding debt as directed by
CCB's loan committee.
13. This Proposal shall not be assignable by either of the parties
hereto, shall be construed in accordance with the laws of the State of Georgia,
and cannot be changed orally but only by an instrument in writing, signed by the
party against whom enforcement of any waiver, change, modification, extension,
or termination is sought.
14. This Proposal may be executed in two counterparts, each of which
when so executed and delivered shall be deemed to be an original, but such
counterparts together shall constitute one and the same instrument.
15. Should any part of this Proposal for any reason be declared by any
court of competent jurisdiction to be invalid, such decision shall not affect
the validity of any remaining portion. Any remaining portion shall continue in
full force as if this Proposal had been executed with the invalid portion
thereof eliminated, it being the intention of the parties that they would have
executed the remaining portion of this Proposal without including any such part,
parts, or portions which may for any reason be hereafter declared invalid.
16. This Proposal constitutes the entire understanding between the
parties with respect to the subject matter hereof and all prior agreements or
understandings shall be deemed merged herein. No representations, warranties,
and certifications, express or implied, shall exist as between the parties
except as stated herein.
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IN WITNESS WHEREOF, CCB and Atlantic have caused their corporate names
to be signed by their duty authorized corporate officers, all being done in
duplicate originals, as of the date and year first written above.
COMMUNITY CAPITAL BANCSHARES, INC.
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
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Title: CHIEF EXECUTIVE OFFICER
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ALBANY BANK & TRUST, N.A.
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
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Title: CHAIRMAN
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ATLANTIC BANK HOLDINGS, INC.
By: /S/ ▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇
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Title: CEO/PRESIDENT
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ATLANTIC BANK & TRUST (in organization)
By: /S/ ▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇
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Title: CEO/PRESIDENT
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