**Exhibit 10.6I**

 

**FOURTH NOTE MODIFICATION AGREEMENT**

 

**THIS FOURTH NOTE MODIFICATION AGREEMENT** dated as of May 31, 2002 but executed on June 5, 2002(“this Agreement”), is entered into by **AMSOUTH BANK**, an Alabama banking corporation and formerly known as AmSouth Bank of Alabama (the “Lender”), and **ALABAMA NATIONAL BANCORPORATION**, a Delaware corporation (the“Borrower”). 

 

**Recitals**

 

A.    The Borrower andthe Lender have entered into a Credit Agreement dated as of December 29, 1995 as amended by a First Amendment thereto dated as of January 20, 1997, a Second Amendment thereto dated as of January 19, 1998, a Third Amendment thereto dated as of May31, 1999, a Fourth Amendment thereto dated as of May 31, 2000, a Fifth Amendment thereto dated as of May 31, 2001 and a Sixth Amendment thereto dated as of May 31, 2002 (as so amended, the “Credit Agreement”) pursuant to the terms of whichthe Lender has made a line of credit available to the Borrower in a maximum principal amount not in excess of $20,000,000, as evidenced by a master note dated December 29, 1995 executed and delivered by the Borrower to the Lender, as modified by aNote Modification Agreement dated as of January 20, 1997, a Second Note Modification Agreement dated as of May 31, 2000 and a Third Note Modification Agreement dated as of May 31, 2001 (as so modified, the “Master Note”). 

 

B.    The Borrower has requested theLender to consent to a further modification of the Master Note as provided below. The Lender has agreed to such modification of the Master Note, provided the Borrower executes this Agreement. 

 

**Agreement**

 

**NOW, THEREFORE**, in consideration of the foregoingrecitals and of the mutual agreement of the parties hereto, the parties hereto hereby agree as follows: 

 

1.    The first sentence of the first paragraph of the Master Note is hereby further amended to read, in its entirety,as follows: 

 

**FOR VALUERECEIVED, ALABAMA NATIONAL BANCORPORATION**, a Delaware corporation (the “Borrower”), promises to pay to the order of **AMSOUTH BANK**, an Alabama banking corporation (herein called the “Lender,” and together with anysubsequent holder of this note called the “Holder”), the principal sum of Thirty-Five Million and No/100 Dollars ($35,000,000.00), or so much thereof as may be advanced by the Lender from time to time 

 

under the Credit Agreement dated as of December 29, 1995 between the Borrower and theLender as amended by a First Amendment thereto dated as of January 20, 1997, a Second Amendment thereto dated as of January 19, 1998, a Third Amendment thereto dated as of May 31, 1999, a Fourth Amendment thereto dated as of May 31, 2000, a FifthAmendment thereto dated as of May 31, 2001 and a Sixth Amendment thereto dated as of May 31, 2002 (as so amended and as further amended from time to time, the “Credit Agreement”). 

 

2.    Interest on the Master Note shallcontinue to be payable as provided in the Credit Agreement. 

 

3.    Notwithstanding the execution of this Agreement, the Master Note shall remain in full force and effect, as modified hereby; and nothing herein contained and nothing done pursuant hereto shall be construed torelease, satisfy, discharge, terminate or otherwise affect or impair in any manner whatsoever (a) the validity or enforceability of the indebtedness evidenced by the Master Note, except as expressly modified hereby; (b) the lien, security interest,security title, assignment or conveyance effected by the Credit Agreement, or the priority thereof; (c) the liability of any maker, endorser, surety, guarantor or any party or parties whatsoever who may now or hereafter be liable under or on accountof the Master Note or the Credit Agreement; or (d) any other security or instrument held by the Lender now or hereafter as security for or evidence of the above-described indebtedness or any thereof. 

 

4.    This Agreement shall be binding uponthe successors and assigns of the parties hereto. 

 

5.    This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama. 

 

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**IN WITNESSWHEREOF**, the Lender and the Borrower have executed this Agreement all as of the day and year first above written but actually on the date set forth below their signature. 

 

**AMSOUTH BANK**

 

By:    /s/    JOHN M.KETTIG                                            (SEAL) 

Its: Senior Vice President 

 

June 5, 2002 

 
            
**ALABAMA NATIONAL**

**BANCORPORATION**

 

By:    /s/    WILLIAM E. MATTHEWSV             (SEAL) 

Its: Executive Vice President & 

      Chief Financial Officer 

 

June 5, 2002 

 

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