Exhibit 10.12(c)


 




	
  COASTAL CAROLINA BANCSHARES, INC.

  	
  SCBT,
  N.A,

  	
  RESP
  CODE 660

  
	
  2305
  NORTH OAK STREET

  	
  950
  JOHN C. CALHOUN DRIVE

  	
  Loan
  Number

  	
   

  
	
  MYRTLE
  BEACH, SC 29577

  	
  PO
  BOX 9007

  	
  Date

  	
  01-29-2009

  
	
   

  	
  ORANGEBURG,
  SC 29116-9007

  	
  Maturity
  Date

  	
  07-29-2009

  
	
   

  	
   

  	
  Loan
  Amount 

  	
  $1,000,000.00

  
	
   

  	
   

  	
  Renewal
  of

  	
   

  
	
  BORROWER’S NAME AND ADDRESS

  	
  LENDER’S NAME AND ADDRESS

  	
   

  
	
  “I”
  includes each borrower above, jointly and severally.

  	
  “You”
  means the lender, its successors and assigns.

  	
   

  






 


For
value received, I promise to pay to you, or your order, at your address listed
above the PRINCIPAL sum of
ONE MILLION  AND NO/100 Dollars $1,000,000.00


 


o  Single Advance: I will receive all of this
principal sum on                      .
No additional advances are contemplated under this note.


x  Multiple Advance: The principal sum shown
above is the maximum amount of principal I can borrow under this note. On                         
I will receive the amount of $                              
and future principal advances are contemplated.


 


Conditions: The conditions for future advances are SEE LINE OF CREDIT
AGREEMENT 01-29-2009


 


x  Open
End Credit: You and I agree that I may borrow up to the maximum amount of
principal more than one time. This feature is subject to all other conditions
and expires on 07-29 -2009.


o  Closed
End Credit: You and I agree that I may borrow up to the maximum only one time
(and subject to all other conditions).


 


INTEREST: I agree to pay
interest on the outstanding principal balance from 01-29-2009 at the rate of 5.500%
per year until 02-01-2009.


 


x 
Variable Rate: This rate may then change as stated below.


 


x   Index Rate: The future rate will
be 1.650 PERCENT ABOVE the following index rate: LONDON INTERBANK OFFERED RATE
90 DAY (LIBOR) RATE WILL BE ADJUSTED ON THE FIRST DAY OF THE MONTH BASED ON THE
LIBOR RATE PUBLISHED IN THE WALL STREET JOURNAL ON THE FIRST DAY OF THE MONTH.


o   No Index: The future rate will
not be subject to any internal or external index. It will be entirely in your
control.


x  
Frequency and Timing: The rate on this note may change as often as EVERY MONTH
BEGINNING 02-01-2009.  A change in the
interest rate will take effect ON THE FIRST DAY OF THE FOLLOWING MONTH.


x   Limitations: During the term of
this loan, the applicable annual interest rate will not be more than N/A % or
less than 5.500%. The rate may not change more than                                 
% each                                .


Effect of Variable Rate: A change in the interest
rate will have the following effect on the payments:


x   The amount of each scheduled
payment will change.                                                                                              x The amount of the final payment will change. 


 


ACCRUAL
METHOD: Interest will be calculated on a ACTUAL/360 basis.


POST
MATURITY RATE: I agree to pay interest on the unpaid balance of this note owing
after maturity, and until paid in full, as stated below:


 


x  on the same fixed or variable rate
basis in effect before maturity (as indicated above).


o  
at a rate equal to                                                                                                                                                        .


 


x  LATE CHARGE: If a payment is not
made within 10 days after it is due, I agree to pay a late charge of 5.000% OF
THE LATE AMOUNT WITH A MIN OF $25.00.


 


o 
ADDITIONAL CHARGES: In addition to interest, I agree to pay the
following charges which  o 
are  o  are not included in the principal amount above:
                                                                                                                                                   .


 


PAYMENTS:
I agree to pay this note as follows:


 


MONTHLY
PAYMENTS OF ACCRUED INTEREST CALCULATED ON THE AMOUNT OF CREDIT OUTSTANDING
BEGINNING ON 02-28-2009 AND PRINCIPAL DUE ON 07-29-2009. THIS IS A VARIABLE
RATE LOAN AND THE PAYMENT AMOUNTS MAY CHANGE. THE` FINAL PAYMENT MAY ALSO
CHANGE.


 


 


ADDITIONAL
TERMS: SEE LINE OF. CREDIT AGREEMENT DATED 01-29-2009 FOR ADDITIONAL TERMS AND
CONDITIONS


 


 


	
  o

  	
  SECURITY:
  This note is separately secured by (describe separate document by type and
  date):

  	
   

  	
  PURPOSE;:
  The purpose of this loan is ADDITIONAL
  LINE OF CREDIT FOR NEW BANK HOLDING COMPANY.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SIGNATURES:
  I AGREE TO THE TERMS OF THIS NOTE 

  
	
  (This section is for your Internal use. Failure to list a 

  	
   

  	
  (INCLUDING THOSE ON PAGE 2). I have received a copy on 

  
	
  separate security document does not mean the 

  	
   

  	
  today’s date.

  
	
  agreement will not secure this note.)

  	
   

  	
  COASTAL
  CAROLNIA BANCSHARES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Holly L. Schreiber

  
	
  Signature
  for Lender

  	
   

  	
  HOLLY L. SCHREIBER, CFO OF COASTAL 

  
	
   

  	
   

  	
  CAROLINA BANCSHARES, INC.

  
	
   

  	
   

  	
   

  
	
  /s/
  Alex Shuford

  	
   

  	
   

  
	
  ALEX
  SHUFORD

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTIVE
  VICE PRESIDENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


1

















 


DEFINITIONS: As used on page 1, “[x]” means the
terms that apply to this loan, “I,” “me” or “my” means each Borrower who signs
this note and each other person or legal entity (including guarantors,
endorsers, and sureties) who agrees to pay this note (together referred to as
“us”). “You” or “your” means the Lender and its successors and assigns.


 


APPLICABLE
LAW: The law of the
state of South Carolina will govern this note. Any term of this note which is
contrary to applicable law will not be effective, unless the law permits you
and me to agree to such a variation. if any provision of this agreement cannot
be enforced according to its terms, this fact will not affect the
enforceability of the remainder of this agreement. No modification of this
agreement may be made without your express written consent. Time is of the
essence in this agreement.


 


COMMISSIONS
OR OTHER REMUNERATION:
I understand and agree that any insurance premiums paid to insurance companies
as part of this note will involve money retained by you or paid back to you as
commissions or other remuneration.


 


In
addition, I understand and agree that some other payments to third parties as
part of this note may also involve money retained by you or paid back to you as
commissions or other remuneration.


 


PAYMENTS: Each payment I make on this note will first
reduce the amount I owe you for charges which are neither interest nor principal.
The remainder of each payment will then reduce accrued unpaid interest, and
then unpaid principal. if you and I agree to a different application of
payments, we will describe our agreement on this note. I may prepay a part of,
or the entire balance of this loan without penalty, unless we specify to the
contrary on this note. Any partial prepayment will not excuse or reduce any
later scheduled payment until this note is paid in full (unless, when I make
the prepayment, you and I agree in writing to the contrary).


 


INTEREST: Interest accrues on the principal remaining
unpaid from time to time, until paid in full. if I receive the principal in
more than one advance, each advance will start to earn interest only when I
receive the advance. The interest rate in effect on this note at any given time
will apply to the entire principal advanced at that time. Notwithstanding
anything to the contrary, I do not agree to pay and you do not intend to charge
any rate of interest that is higher than the maximum rate of interest you could
charge under applicable law for the extension of credit that is agreed to here
(either before or after maturity). if any notice of interest accrual is sent
and is in error, we mutually agree to correct it, and if you actually collect
more interest than allowed by law and this agreement, you agree to refund it to
me.


 


INDEX
RATE: The index will
serve only as a device for setting the rate on this note. You do not guarantee
by selecting this index, or the margin, that the rate on this note will be the
same rate you charge on any other loans or class of loans to me or other
borrowers.


 


ACCRUAL
METHOD: The amount of
interest that I will pay on this loan will be calculated using the interest
rate and accrual method stated on page 1 of this note. For the purpose of
interest calculation, the accrual method will determine the number of days in a
“year.” If no accrual method is stated, then you may use any reasonable accrual
method for calculating interest.


 


POST
MATURITY RATE: For
purposes of deciding when the “Post Maturity Rate” (shown on page 1)
applies, the term “maturity” means the date of the last scheduled payment
indicated on page 1 of this note or the date you accelerate payment an the
note, whichever is earlier.


 


SINGLE
ADVANCE LOANS: If this
is a single advance loan, you and I expect that you will make only one advance
of principal. However, you may add other amounts to the principal if you make
any payments described in the “PAYMENTS BY LENDER” paragraph below.


 


MULTIPLE
ADVANCE LOANS: if this
is a multiple advance loan, you and I expect that you will make more than one
advance of principal. If this is closed end credit, repaying a part of the
principal will not entitle me to additional credit.


 


PAYMENTS
BY LENDER: if you are
authorized to pay, on my behalf, charges I am obligated to pay (such as
property insurance premiums), then you may treat those payments made by you as
advances and add them to the unpaid principal under this note, or you may
demand immediate payment of the charges.


 


SET-OFF: l agree that you may set off any amount due
and payable under this note against any right I have to receive money from you.
“Right to receive money from you” means:


 


(1) any
deposit account balance I have with you;


(2) any
money owed to me on an item presented to you or in your possession for
collection or exchange; and


(3) any
repurchase agreement or other nondeposit obligation.


 


“Any
amount due and payable under this note” means the total amount of which you are
entitled to demand payment under the terms of this note at the time you set
off. This total includes any balance the due date for which you properly
accelerate under this note.


 


If
my right to receive money from you is also owned by someone who has not agreed
to pay this note, your right of set-off will apply to my interest in the
obligation and to any other amounts l could withdraw on my sole request or
endorsement. Your right of set-off does not apply to an account or other
obligation where my rights are only as a representative. It also does not apply
to any Individual Retirement Account or other tax-deferred retirement account.


 


You
will not be liable for the dishonor of any check when the dishonor occurs
because you set off this debt against any of my accounts. I agree to hold you harmless
from any such claims arising as a result of your exercise of your right of
set-off.


 


REAL
ESTATE OR RESIDENCE SECURITY: If this note is secured by real estate or a residence that is personal
property, the existence of a default and your remedies for such a default will
be determined by applicable law, by the terms of any separate instrument
creating the security interest and, to the extent not prohibited by law and not
contrary to the terms of the separate security instrument, by the “Default” and
“Remedies” paragraphs herein.


 


DEFAULT: I will be in default if any one or more of
the following occur:  (1) I fail to
make a payment on time or in the amount due; (2) I fail to keep the
property insured, if required; (3) I fail to pay, or keep any promise, on
any debt or agreement I have with you; (4) any other creditor of mine
attempts to collect any debt I owe him through court proceedings; (5) I
die, am declared incompetent, make an assignment for the benefit of creditors,
or become insolvent (either because my liabilities exceed my assets or I am
unable to pay my debts as they become due); 
(6) I make any written statement or provide any financial
information that is untrue or inaccurate at the time it was provided; (7) I
do or fail to do something which causes you to believe that you will have
difficulty collecting the amount I owe you; (8) any collateral securing
this note is used in a manner or for a purpose which threatens confiscation by
a legal  authority; (9) I change my
name or assume an additional name without first notifying you before making
such a change; (10) I fail to plant, cultivate and harvest crops in due
season if I am a producer of crops; (11) any loan proceeds are used for a
purpose that will contribute to excessive erosion of highly erodible land or to
the conversion of wetlands to produce an agricultural commodity, as further
explained in 7 C.F.R. Part 1940, Subpart G, Exhibit M.


 


REMEDIES: If I am in default on this note you have,
but are not limited to, the following remedies:


 


(1)        You may demand immediate payment of all I owe you under this note
(principal, accrued unpaid interest and other accrued charges).


(2)        You may set off this debt against any right I have to the payment of
money from you, subject to the terms of the “SET-OFF” paragraph herein.


(3)        You may demand security; additional security, or additional parties to
be obligated to pay this note as a condition for not using any other remedy.


(4)        You may refuse to make advances to me or allow purchases on credit by
me.


(5)        You may use any remedy you have under state or federal law.


 


By
selecting any one or more of these remedies you do not give up your right to
later use any other remedy. By waiving your right to declare an event to be a
default, you do not waive your right to later consider the event as a default
if it continues or happens again.


 


COLLECTION
COSTS AND ATTORNEY’S FEES: I agree to pay all costs of collection, replevin or any other or
similar type of cost if I am in default. in addition, if you hire an attorney
to collect this note, I also agree to pay any fee you incur with such attorney
plus court costs (except where prohibited by law).  To the extent permitted by the United States
Bankruptcy Code, I also agree to pay the reasonable attorney’s fees and costs
you incur to collect this debt as awarded by any court exercising jurisdiction
under the Bankruptcy Code.


 


WAIVER: I give up my rights to require you to do
certain things. I will not require you to:


 


(1)        demand payment of amounts due (presentment);


(2)        obtain official certification of nonpayment
(protest); or


(3)        give notice that amounts due have not been
paid (notice of dishonor).


 


I
waive any defenses I have based on suretyship or impairment of collateral.


 


OBLIGATIONS
INDEPENDENT: I
understand that I must pay this note even if someone else has also agreed to
pay it (by, for example, signing this form or a separate guarantee or
endorsement). You may sue me alone, or anyone else who is obligated on this
note, or any number of us together, to collect this note. You may without
notice release any party to this agreement without releasing any other party.
If you give up any of your rights, with or without notice, it will not affect
my duty to pay this note. Any extension of new credit to any of us, or renewal
of this note by all or less than all of us will not release me from my duty to
pay it. (Of course, you are entitled to only one payment in full.) I agree that
you may at your option extend this note or the debt represented by this note,
or any portion of the note or debt, from time to time without limit or notice
and for any term without affecting my liability for payment of the note. I will
not assign my obligation under this agreement without your prior written
approval. You may, without notice, fail to perfect your security interest in,
impair, or release any security and I will still be obligated to pay this loan.


 


FINANCIAL
INFORMATION: I agree
to provide you, upon request, any financial statement or information you may
deem necessary. I warrant that the financial statements and information l
provide to you are or will be accurate, correct and complete.


 


NOTICE: Unless otherwise required by law, any notice
to me shall be given by delivering it or by mailing it by first class mail
addressed to me at my last known address. My current address is on page 1.
I agree to inform you in writing of any change in my address. I will give any
notice to you by mailing it first class to your address stated on page 1
of this agreement, or to any other address that you have designated.


 


WAIVER OF HEARING PRIOR TO IMMEDIATE POSSESSION: if this loan is for a
business purpose I agree to waive the right to five days’ notice and a
preseizure hearing prior to seizure of any personal property which may secure
this loan.


 


	
  DATE OF

  TRANSACTION

  	
   

  	
  PRINCIPAL

  ADVANCE

  	
   

  	
  BORROWER’S

  INITIALS

  (not required}

  	
   

  	
  PRINCIPAL

  PAYMENTS

  	
   

  	
  PRINCIPAL

  BALANCE

  	
   

  	
  INTEREST

  RATE

  	
   

  	
  INTEREST

  PAYMENTS

  	
   

  	
  INTEREST

  PAID

  THROUGH:

  	
   

  
	
   

  	
   

  	
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