FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this
“Amendment”) is made and dated as of September 23, 2021, between
SMARTFINANCIAL, INC., a Tennessee banking corporation (the “Borrower”), and SERVISFIRST BANK, an Alabama banking corporation (the “Lender”).
R E C I T A L S
A G R E E M E N T
In consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows:
A.Section 1.01 of the Loan Agreement is amended by amending and
restating the definition of “Commitment Maturity Date” to read as follows:
“Commitment Maturity Date” means the earlier of March 24th, 2023, or the date that either the Commitment is terminated or the maturity of any Note is accelerated pursuant to Section 7.02 of this Agreement.
B.Section 2.05(A)(1) is amended and restated to read as follows:
(A)Interest shall be calculated and paid as follows:
1. Interest on the principal balance of the Loan from time to time outstanding will be payable at a per annum rate (the “Interest Rate”) equal to the greater of (i) the Prime Rate in effect from time to time minus .50 percent (50bps); or (ii) a floor rate of three and one quarter percent (3.25%).
C.Section 3.02(E) of the Loan Agreement is amended and restated to read as follows:
(E)There shall be no material adverse change in the consolidated financial condition or business of Borrower since June 30th, 2021.
D.Section 5.01(I) of the Loan Agreement is amended and restated to read as follows:
(I) Borrower’s and the Subsidiary Bank’s financial statements (including Call Reports, in the case of the Subsidiary Bank) furnished to Lender, including any schedules and notes pertaining thereto, have been prepared in accordance with Generally Accepted Accounting Principles consistently applied, and fully and fairly present the financial condition of Borrower at the dates thereof and the results of operations for the periods covered thereby, and there have been no material adverse changes in the consolidated financial condition or business of Borrower, from December 31, 2020, to the date hereof, or the Subsidiary Bank, from December 31, 2020, to the date hereof;
E.Section 5.01(J) of the Loan Agreement is amended and restated to read as follows:
(J)As of September 23, 2021, neither Borrower nor the Subsidiary Bank has any material Indebtedness of any nature, including, but without limitation, liabilities for taxes and any interest or penalties relating thereto, except to the extent reflected (in a footnote or otherwise) and reserved against in the December 31, 2020, financial statements of Borrower, or the December 31, 2020, Call Report of the Subsidiary Bank, or as disclosed in or permitted by this Agreement, as applicable; Borrower does not know and has no reasonable ground to know of any basis for the assertion against it or the Subsidiary Bank as of December 31, 2020, of any material Indebtedness of any nature not fully reflected
and reserved against in the above referenced respective financial statements or Call Reports, as applicable;
3.Effectiveness. This Amendment shall be and become effective as of the date first
above written; provided, that each of the following conditions is satisfied, all as reasonably determined by and satisfactory to Lender:
Notwithstanding the satisfaction (or waiver) of each of the conditions set forth above and/or the execution of this Amendment by Borrower, this Amendment, in any event, shall not be or become effective and binding upon the parties until executed and accepted by Lender.
4.Representations and Warranties. In order to induce Lender to enter into this
Amendment, Borrower represents and warrants that:
5.Reaffirmation and Ratification of Loan Documents.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written.
By: /s/ William Y. Carroll, Jr.
Name: William Y. Carroll, Jr.
Title: President and CEO
By: /s/ William Mellown
Name: William Mellown
Title: Vice President