**Exhibit 10.2**

 

**REVOLVINGCREDIT NOTE**

 
| $35,000,000.00 |   | Atlanta, Georgia     |
|----------------|--------|----------------------|
|           |   | August 30, 2005 |

 

FOR VALUE RECEIVED, the undersigned, GREENE COUNTYBANCSHARES, INC.,  a Tennesseecorporation (the *“**Borrower**”*),hereby promises to pay to SunTrust Bank (the *“**Lender**”)* or its registered assigns at itsprincipal office or any other office that the Lender designates, on theCommitment Termination Date (as defined in the Revolving Credit Agreement datedas of August 30, 2005 (as the same may be amended, supplemented or otherwisemodified from time to time, the *“**CreditAgreement**”*), between the Borrower and the Lender, thelesser of the principal sum of Thirty Five Million and no/100 Dollars($35,000,000), which amount shall automatically reduce to Fifteen Million andno/100 Dollars ($15,000,000) on November 30, 2005 in accordance with theterms of the Credit Agreement, and the aggregate unpaid principal amount of allRevolving Loans made by the Lender to the Borrower pursuant to the CreditAgreement, in lawful money of the United States of America in immediatelyavailable funds, and to pay interest from the date hereof on the principalamount thereof from time to time outstanding, in like funds, at said office, atthe rate or rates per annum and payable on such dates as provided in the CreditAgreement.  In addition, should legalaction or an attorney-at-law be utilized to collect any amount due hereunder,the Borrower further promises to pay all costs of collection, including thereasonable attorneys’ fees of the Lender.

 

The Borrower promises to pay interest, on demand, onany overdue principal and, to the extent permitted by law, overdue interestfrom their due dates at a rate or rates provided in the Credit Agreement.

 

All borrowings evidenced by this Revolving Credit Noteand all payments and prepayments of the principal hereof and the date thereofshall be endorsed by the holder hereof on the schedule attached hereto andmade a part hereof or on a continuation thereof which shall be attached heretoand made a part hereof, or otherwise recorded by such holder in its internalrecords; provided, that the failure of the holder hereof to make such anotation or any error in such notation shall not affect the obligations of theBorrower to make the payments of principal and interest in accordance with theterms of this Revolving Credit Note and the Credit Agreement.

 

This Revolving Credit Note is issued in connectionwith, and is entitled to the benefits of, the Credit Agreement which, amongother things, contains provisions for the acceleration of the maturity hereofupon the happening of certain events, for prepayment of the principal hereofprior to the maturity hereof and for the amendment or waiver of certainprovisions of the Credit Agreement, all upon the terms and conditions thereinspecified.  THIS REVOLVING CREDIT NOTESHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OFGEORGIA AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

 
|   | GREENE COUNTY BANCSHARES, INC. |
|--------|--------------------------------|
|   |                           |
|   | By:                            |   /s/ Stan Puckett |
|   | Name:                          | Stan Puckett |
|   | Title:                         | Chairman of the Board and Chief  Executive Officer |
|   | [SEAL]                         |
|        |                                |  |  |

 

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# **LOANS AND PAYMENTS**

# ** **

| **Date** | ** ** | **Amount and  Type of Loan** | ** ** | **Payments of  Principal** | ** ** | **Unpaid  Principal  Balance of  Note** | ** ** | **Name of Person  Making  Notation** | ** ** |
|----------|------------|------------------------------|------------|----------------------------|------------|-----------------------------------------|------------|--------------------------------------|------------|
|     |       |                         |       |                       |       |                                    |       |                                 |       |
|     |       |                         |       |                       |       |                                    |       |                                 |       |
|     |       |                         |       |                       |       |                                    |       |                                 |       |
|     |       |                         |       |                       |       |                                    |       |                                 |       |
|     |       |                         |       |                       |       |                                    |       |                                 |       |
|     |       |                         |       |                       |       |                                    |       |                                 |       |
|     |       |                         |       |                       |       |                                    |       |                                 |       |

 

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