**Exhibit 10.1**

 

**EXECUTIONCOPY**

 

 

**REVOLVINGCREDIT AGREEMENT**

 

 

dated as of August 30,2005

 

 

between

 

 

**GREENECOUNTY BANCSHARES, INC.**

as Borrower

 

 

**and**

 

 

**SUNTRUSTBANK**

as Lender

 

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**TABLE OFCONTENTS**

 
|                                                            |                                                                         | **Page** |
|-----------------------------------------------------------------|------------------------------------------------------------------------------|----------|
| ARTICLE I.                                                 | DEFINITIONS; CONSTRUCTION                                                    |     |
|                                                            |                                                                         |
| Section 1.1.                                               | Definitions                                                                  | 1        |
| Section 1.2.                                               | Accounting Terms  and Determination                                          | 8        |
| Section 1.3.                                               | Terms Generally                                                              | 8        |
|                                                            |                                                                         |
| ARTICLE II. AMOUNT  AND TERMS OF THE REVOLVING COMMITMENTS |                                                                         |
|                                                            |                                                                         |     |
| Section 2.1.                                               | Revolving Loans  and Revolving Credit Note                                   | 8        |
| Section 2.2.                                               | Procedure for  Revolving Loans                                               | 9        |
| Section 2.3.                                               | Optional  Reduction and Termination and/or Extension of Revolving Commitment | 9        |
| Section 2.4.                                               | Repayment and  Prepayments of Revolving Loans                                | 9        |
| Section 2.5.                                               | Interest on Loans                                                            | 10       |
| Section 2.6.                                               | Fees                                                                         | 10       |
| Section 2.7.                                               | Computation of  Interest and Fees                                            | 10       |
| Section 2.8.                                               | Inability to  Determine Interest Rates                                       | 10       |
| Section 2.9.                                               | Illegality                                                                   | 11       |
| Section 2.10.                                              | Increased Costs                                                              | 11       |
| Section 2.11.                                              | Payments  Generally                                                          | 12       |
|                                                            |                                                                         |     |
| ARTICLE III.  CONDITIONS PRECEDENT TO REVOLVING LOANS      |                                                                         |
|                                                            |                                                                         |     |
| Section 3.1.                                               | Conditions to  Initial Revolving Loan                                        | 12       |
| Section 3.2.                                               | Each Revolving  Loan                                                         | 12       |
|                                                            |                                                                         |     |
| ARTICLE IV. REPRESENTATIONS  AND WARRANTIES                |                                                                         |
|                                                            |                                                                         |     |
| Section 4.1.                                               | Existence; Power                                                             | 13       |
| Section 4.2.                                               | Organizational  Power; Authorization                                         | 13       |
| Section 4.3.                                               | Governmental  Approvals; No Conflicts                                        | 13       |
| Section 4.4.                                               | Financial  Statements                                                        | 13       |
| Section 4.5.                                               | Litigation Matters                                                           | 14       |
| Section 4.6.                                               | Compliance with  Laws and Agreements                                         | 14       |
| Section 4.7.                                               | Investment Company Act, Etc                                                  | 14       |
| Section 4.8.                                               | Taxes                                                                        | 14       |
| Section 4.9.                                               | Margin  Regulations                                                          | 14       |
| Section 4.10.                                              | ERISA                                                                        | 14       |
| Section 4.11.                                              | Disclosure                                                                   | 14       |
| Section 4.12.                                              | Subsidiaries                                                                 | 15       |
| Section 4.13.                                              | Dividend  Restrictions; Other Restrictions                                   | 15       |
| Section 4.14.                                              | Capital  Measures                                                            | 15       |
| Section 4.15.                                              | FDIC  Insurance                                                              | 15       |
|                                                            |                                                                         |     |
| ARTICLE V.  AFFIRMATIVE COVENANTS                          |                                                                         |
|                                                            |                                                                         |     |
| Section 5.1.                                               | Financial Statements  and Other Information                                  | 16       |
| Section 5.2.                                               | Notices of  Material Events                                                  | 17       |
| Section 5.3.                                               | Existence; Conduct  of Business                                              | 17       |
| Section 5.4.                                               | Compliance with  Laws, Etc                                                   | 17       |
| Section 5.5.                                               | Books and Records                                                            | 17       |
| Section 5.6.                                               | Visitation,  Inspection, Etc                                                 | 17       |
|                                                                 |                                                                              |          |  |

 

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| Section 5.7.                     | Maintenance of Properties;  Insurance                       | 18                             |
|---------------------------------------|-------------------------------------------------------------|--------------------------------|
| Section 5.8.                     | Use of Proceeds                                             | 18                             |
|                                  |                                                        |                           |
| ARTICLE VI.  FINANCIAL COVENANTS |                                                        |
|                                  |                                                        |                           |
| Section 6.1.                     | Tangible Net Worth  to Total Tangible Assets Ratio          | 18                             |
| Section 6.2.                     | Return on Average  Assets                                   | 18                             |
| Section 6.3.                     | Nonperforming  Assets                                       | 18                             |
| Section 6.4.                     | Double Leverage  Ratio                                      | 18                             |
| Section 6.5.                     | Capital Measures                                            | 18                             |
|                                  |                                                        |                           |
| ARTICLE VII.  NEGATIVE COVENANTS |                                                        |
|                                  |                                                        |                           |
| Section 7.1.                     | Indebtedness                                                | 19                             |
| Section 7.2.                     | Negative Pledge                                             | 20                             |
| Section 7.3.                     | Fundamental Changes                                         | 20                             |
| Section 7.4.                     | Restricted Payments                                         | 21                             |
| Section 7.5.                     | Restricted Agreements                                       | 21                             |
| Section 7.6                      | Investments, Etc                                            | 21                             |
| Section 7.7                      | Sale  and Leaseback Transactions                            | 22                             |
|                                  |                                                        |                           |
| ARTICLE VIII.  EVENTS OF DEFAULT |                                                        |
|                                  |                                                        |                           |
| Section 8.1.                     | Events of Default                                           | 22                             |
|                                  |                                                        |                           |
| ARTICLE IX.  MISCELLANEOUS       |                                                        |
|                                  |                                                        |                           |
| Section 9.1.                     | Notices                                                     | 24                             |
| Section 9.2.                     | Waiver; Amendments                                          | 25                             |
| Section 9.3.                     | Expenses;  Indemnification                                  | 25                             |
| Section 9.4.                     | Successors and  Assigns                                     | 26                             |
| Section 9.5.                     | Governing Law;  Jurisdiction; Consent to Service of Process | 27                             |
| Section 9.6.                     | Waiver of Jury  Trial                                       | 27                             |
| Section 9.7.                     | Right of Setoff                                             | 27                             |
| Section 9.8.                     | Counterparts;  Integration                                  | 28                             |
| Section 9.9.                     | Survival                                                    | 28                             |
| Section 9.10.                    | Severability                                                | 28                             |
|                                  |                                                        |                           |
| Schedules                             |                                                        |                           |
|                                  |                                                        |                           |
| Schedule 4.12                    | -                                                           | Subsidiaries                   |   |
| Schedule 7.1                     | -                                                           | Outstanding  Indebtedness      |   |
|                                  |                                                        |                           |   |
| Exhibits                              |                                                        |                           |   |
|                                  |                                                        |                           |   |
| Exhibit A                        | -                                                           | Revolving Credit Note          |   |
| Exhibit 2.2                      | -                                                           | Notice of Revolving  Borrowing |   |

 

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**REVOLVINGCREDIT AGREEMENT**

 

**THISREVOLVING CREDIT AGREEMENT**(this “Agreement”)****is made and entered into as of August 30, 2005, by andbetween GREENE COUNTY BANCSHARES, INC.,  a Tennessee corporation (the “Borrower”) and SUNTRUST BANK, aGeorgia banking corporation (the “Lender”).

 

**W I T N E S S E T H:**

 

**WHEREAS,**theBorrower has requested the Lender, and the Lender has agreed, subject to theterms and conditions of this Agreement, to establish a 364-day revolving creditfacility in an original principal amount of $35,000,000, which will reduce to$15,000,000 on and as of November 30, 2005;

 

**NOW,THEREFORE**, in consideration of the premises and the mutualcovenants herein contained, the Borrower and the Lender agree as follows:

 

**ARTICLE I**

 

**DEFINITIONS;CONSTRUCTION**

 

**Section 1.1.  Definitions**.  In addition to the other terms definedherein, the following terms used herein shall have the meanings hereinspecified (to be equally applicable to both the singular and plural forms ofthe terms defined):

 

“***Acquisition”***shall mean anytransaction or a series of related transactions for the purpose of, orresulting, directly or indirectly, in (a) the acquisition of all orsubstantially all of the assets of a Person, or of any business or division ofany Person, (b) the acquisition of greater than 50% of the capital stock,partnership interest, membership interest or other equity of any Person, orotherwise causing a Person to become a Subsidiary, or (c) a merger orconsolidation of, or any other combination with, another Person (other than aPerson that is a Subsidiary), provided that the Borrower or any Subsidiary isthe surviving entity.

 

“***Affiliate”*** shall mean, as to anyPerson, any other Person that directly, or indirectly through one or moreintermediaries, Controls, is Controlled by, or is under common Control with,such Person.

 

“***Availability Period”*** shall mean theperiod from the Closing Date to the Commitment Termination Date.

 

“***Base Rate”*** shall mean the higher of (i) theper annum rate which the Lender publicly announces from time to time to be itsprime lending rate, as in effect from time to time, and (ii) the FederalFunds Rate, as in effect from time to time, *plus* one-halfof one percent (0.50%). The Lender’s prime lending rate is a reference rate anddoes not necessarily represent the lowest or best rate charged tocustomers.  The Lender may makecommercial loans or other loans at rates of interest at, above or below the Lender’sprime lending rate.  Each change in theLender’s prime lending rate shall be effective from and including the date suchchange is publicly announced as being effective.

 

“***Business Day”*** shall mean (i) anyday other than a Saturday, Sunday or other day on which commercial banks inAtlanta, Georgia are authorized or required by law to close and  (ii) if such day relates to a borrowingor continuation of, a payment or prepayment of principal or interest on, or anInterest Period for, a Eurodollar Loan or a notice with respect thereto, any dayon which dealings in Dollars are carried on in the London interbank market.

 

“***Call Report*”**shall mean, withrespect to Financial Institution Subsidiary, the “Consolidated Reports of Condition and Income” (FFIEC Form 031or 041 or any successor form of the Federal Financial Institutions ExaminationCouncil).

 

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“***Change in Control”*** shall mean (a) withrespect to the Borrower,  the occurrenceof one or more of the following events: (i) any sale, lease, exchange orother transfer (in a single transaction or a series of related transactions) ofall or substantially all of the assets of the Borrower to any Person or “group”(within the meaning of the Securities Exchange Act of 1934 and the rules ofthe Securities and Exchange Commission thereunder in effect on the datehereof),  (ii) the acquisition ofownership, directly or indirectly, beneficially or of record, by any Person or “group”(within the meaning of the Securities Exchange Act of 1934 and the rules ofthe Securities and Exchange Commission thereunder as in effect on the datehereof) of 50%  or more of theoutstanding shares of the voting stock of the Borrower or (iii) occupationof a majority of the seats (other than vacant seats) on the board of directorsof the Borrower by Persons who were neither (A) nominated by the currentboard of directors or (B) appointed by directors so nominated, or (b) theBorrower shall own, directly or indirectly, less than 100% of the voting stockof any Financial Institution Subsidiary.

 

“***Change in Law”*** shall mean (i) theadoption of any applicable law, rule or regulation after the date of thisAgreement, (ii) any change in any applicable law, rule or regulation,or any change in the interpretation or application thereof, by any GovernmentalAuthority after the date of this Agreement, or (iii) compliance by theLender (or for purposes of Section 2.10(b), by the Lender’sholding company, if applicable) with any request, guideline or directive(whether or not having the force of law) of any Governmental Authority made orissued after the date of this Agreement.

 

“***Closing Date”*** shall mean the date onwhich the conditions precedent set forth in Section 3.1 and Section 3.2have been satisfied or waived in accordance with Section 9.2, andunless otherwise indicated, shall be the date of this Agreement.

 

“***Code”*** shall mean the InternalRevenue Code of 1986, as amended an in effect from time to time.

 

“***Commitment Termination Date”*** shallmean August 29, 2006, or such later date as the Revolving Commitment hasbeen extended pursuant to Section 2.3,**orearlier if terminated pursuant to Section 2.3 or Section 8.1.

 

“***Control”*** shall mean the power,directly or indirectly, either to (i) vote 5% or more of securities havingordinary voting power for the election of directors (or persons performingsimilar functions) of a Person or (ii) direct or cause the direction ofthe management and policies of a Person, whether through the ability toexercise voting power, by contract or otherwise. The terms “***Controlling***”, “***Controlledby***”, and “***under common Control with***”have meanings correlative thereto.

 

“***Default”*** shall mean any condition orevent that, with the giving of notice or the lapse of time or both, wouldconstitute an Event of Default.

 

“***Default Interest***” shall have themeaning set forth in Section 2.5(b).

 

“***Dollar(s)”*** and the sign “***$***” shall mean lawful money of theUnited States of America.

 

“***Double Leverage Ratio”*** shall meanthe ratio of (a) the Borrower’s investments in Subsidiaries and affiliatedcompanies to (b) the Borrower’s stockholders’ equity, each calculated on anon-consolidated basis in accordance with GAAP.

 

“***Environmental Laws***” shall mean alllaws, rules, regulations, codes, ordinances, orders, decrees, judgments,injunctions, notices or binding agreements issued, promulgated or entered intoby or with any applicable Governmental Authority, relating in any way to theenvironment, preservation or reclamation of natural resources, the management,Release or threatened Release of any Hazardous Material or to health and safetymatters.

 

“***Environmental Liability***” shall meanany liability  (including any liabilityfor damages, costs of environmental investigation and remediation, costs ofadministrative oversight, fines, natural resource damages, penalties orindemnities), of the Borrower or any Subsidiary directly or indirectlyresulting from or based upon (a) any violation of any Environmental Law, (b) thegeneration, use, handling, transportation, storage, treatment or disposal ofany Hazardous Materials, (c) any exposure to any Hazardous Materials, (d) theRelease or threatened 

 

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Release of anyHazardous Materials or (e) any contract, agreement or other consensualarrangement pursuant to which liability is assumed or imposed with respect toany of the foregoing.

 

“***ERISA”*** shall mean the EmployeeRetirement Income Security Act of 1974, as amended from time to time, and anysuccessor statute.

 

“***ERISA Affiliate”*** shall mean anytrade or business (whether or not incorporated), which, together with theBorrower, is treated as a single employer under Section 414(b) or (c) ofthe Code or, solely for the purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of theCode.

 

“***ERISA Event****”*shallmean (a) any “reportable event”, as defined in Section 4043 of ERISAor the regulations issued thereunder with respect to a Plan (other than anevent for which the 30-day notice period is waived); (b) the existencewith respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412of the Code or Section 302 of ERISA), whether or not waived; (c) thefiling pursuant to Section 412(d) of the Code or Section 303(d) ofERISA of an application for a waiver of the minimum funding standard withrespect to any Plan; (d) the incurrence by the Borrower or any of itsERISA Affiliates of any liability under Title IV of ERISA with respect to thetermination of any Plan; (e) the receipt by the Borrower or any ERISAAffiliate from the PBGC or a plan administrator appointed by the PBGC of anynotice relating to an intention to terminate any Plan or Plans or to appoint atrustee to administer any Plan; (f) the incurrence by the Borrower or anyof its ERISA Affiliates of any liability with respect to the withdrawal orpartial withdrawal from any Plan or Multiemployer Plan; or (g) the receiptby the Borrower or any ERISA Affiliate of any notice, or the receipt by anyMultiemployer Plan from the Borrower or any ERISA Affiliate of any notice,concerning the imposition of Withdrawal Liability or a determination that aMultiemployer Plan is, or is expected to be, insolvent or in reorganization,within the meaning of Title IV of ERISA.

 

“***Eurodollar”*** when used in referenceto any Revolving Loan, refers to whether such Revolving Loan bears interest ata rate determined by reference to LIBOR.

 

“***Eurodollar Loan”***shall mean aRevolving Loan bearing interest at a rate determined by reference to LIBOR.

 

“***Event of Default”*** shall have themeaning provided in Article VIII.

 

“***Federal Funds Rate”*** shall mean, forany day, the rate per annum (rounded upwards, if necessary, to the next 1/100thof 1%) equal to the weighted average of the rates on overnight Federal fundstransactions with member banks of the Federal Reserve System arranged byFederal funds brokers, as published by the Federal Reserve Bank of New York onthe next succeeding Business Day or if such rate is not so published for anyBusiness Day, the Federal Funds Rate for such day shall be the average roundedupwards, if necessary, to the next 1/100th of 1% of the quotations for such dayon such transactions received by the Lender from three Federal funds brokers ofrecognized standing selected by the Lender.

 

“***Financial Institution Subsidiary”***shallmean each of (a) Greene County Bank., a Tennessee-chartered commercialbank,  and (b) each other Subsidiaryof the Borrower hereafter formed or acquired that is a regulated financialinstitution.

 

“***Fiscal Quarter”***shall mean eachfiscal quarter (including the fiscal quarter at the fiscal year-end) of theBorrower and its Subsidiaries.

 

“***FR Report Y-9C***” shall mean the “ConsolidatedFinancial Statements for Bank Holding Companies-FR Y-9C” submitted by theBorrower as required by Section 5(c) of the Bank Holding Company Act(12 U.S.C. 1844) and Section 225.5(b) of Regulation Y [12 CFR225.5(b)], or any successor or similar replacement report.

 

“***FR Report Y9-LP***” shall mean the “ParentCompany Only Financial Statements for Large Bank Holding Companies-FR Y-9LP”submitted by the Borrower as required by Section 5(c) of the BankHolding 

 

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Company Act (12U.S.C. 1844) and Section 225.5(b) of Regulation Y [12 CFR 225.5(b)],or any successor or similar replacement report.

 

“***GAAP***” shall mean generally acceptedaccounting principles in the United States applied on a consistent basis andsubject to the terms of Section 1.2.

 

“***Governmental Authority***” shall meanthe government of the United States of America or any political subdivisionthereof, whether state or local, and any agency, authority, instrumentality,regulatory body, court, central bank or other entity exercising executive,legislative, judicial, taxing, regulatory or administrative powers or functionsof or pertaining to government.

 

“***Hazardous Materials****”* means all explosive or radioactive substances or wastesand all hazardous or toxic substances, wastes or other pollutants, includingpetroleum or petroleum distillates, asbestos or asbestos containing materials,polychlorinated biphenyls, radon gas, infectious or medical wastes and allother substances or wastes of any nature regulated pursuant to anyEnvironmental Law.

 

“***Hedging******Agreements***”shall mean interest rate swap, cap or collar agreements, interest rate futureor option contracts, currency swap agreements, currency future or optioncontracts, foreign exchange contracts (forward and/or spot), commodityagreements and other similar agreements or arrangements designed to protectagainst fluctuations in interest rates, currency values or commodity values.

 

“***Indebtedness***” of any Person shallmean, without duplication (i) all obligations of such Person for borrowedmoney, (ii) all obligations of such Person evidenced by bonds, debentures,notes or other similar instruments, (iii) all obligations of such Personin respect of the deferred purchase price of property or services (other thantrade payables incurred in the ordinary course of business), (iv) allobligations of such Person under any conditional sale or other title retentionagreement(s) relating to property acquired by such Person, (v) allobligations of such Person under capital leases and all monetary obligations ofsuch Person under Synthetic Leases, (vi) all obligations, contingent orotherwise, of such Person in respect of letters of credit, acceptances orsimilar extensions of credit, (vii) all guarantees by such Person ofIndebtedness of others, (viii) all Indebtedness of a third party securedby any Lien on property owned by such Person, whether or not such Indebtednesshas been assumed by such Person, (ix) all obligations of such Person,contingent or otherwise, to purchase, redeem, retire or otherwise acquire forvalue any common stock of such Person, and (x) all net obligations incurred bysuch Person under Hedging Agreements.

 

“***Interest Period”*** shall mean, withrespect to any Eurodollar Loan, a period of one, two, three or six months,provided that:

 

(i)                                     theinitial Interest Period for any such Loan shall commence on the date of suchLoan and each Interest Period occurring thereafter in respect of such Loanshall commence on the day on which the next preceding Interest Period expires;

 

(ii)                                  ifany Interest Period would otherwise end on a day other than a Business Day,such Interest Period shall be extended to the next succeeding Business Day,unless such Business Day falls in another calendar month, in which case suchInterest Period would end on the next preceding Business Day;

 

(iii)                               anyInterest Period which begins on the last Business Day of a calendar month or ona day for which there is no numerically corresponding day in the calendar monthat the end of such Interest Period shall end on the last Business Day of suchcalendar month;

 

(iv)                              noInterest Period may extend beyond the Commitment Termination Date**.**

 

**“*Investments”***shall have the meaning setforth in Section 7.6 hereof.

 

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**“***LIBOR*“ shall mean, for any applicable InterestPeriod with respect to a Eurodollar Loan, that rate per annum that is equal to the quotient of:

** **

### **(i) therate per annum for deposits in Dollars for a period equal to such InterestPeriod on that page of the Telerate, Reuters or Bloomberg reportingservices  (whichever one is thencurrently being used by Lender for quotations in Dollars) which displays theBritish Bankers’ Association Interest Settlement Rates for deposits in Dollarsas of 11:00 a.m. (London, England time) on the day that is two BusinessDays prior to the first day of the Interest Period, or if such page orservice shall cease to be available, such other page or such other service(as the case may be) for the purpose of displaying British Bankers’ AssociationInterest Settlement Rates for Dollars as the Lender, in its discretion, shallselect; provided, that if the Lender determines that the relevant foregoingsources are unavailable for the relevant Interest Period, LIBOR shall mean therate of interest determined by the Lender to be the average (rounded upward, ifnecessary, to the nearest 1/100th of 1%) of the rates per annum atwhich deposits in Dollars are offered to the Lender two (2) Business Dayspreceding the first day of such Interest Period by leading banks in the Londoninterbank market as of 10:00 a. m. (Atlanta, Georgia time) for delivery on thefirst day of such Interest Period and for the number of days comprised therein,divided by**

###  

(ii) a percentageequal to 1.00 *minus*the maximum reservepercentages (including any emergency, supplemental, special or other marginalreserves) expressed as a decimal (rounded upward to the next 1/100th of 1%) ineffect on any day to which the Lender is subject with respect to any LIBOR loanpursuant to regulations issued by the Board of Governors of the Federal ReserveSystem with respect to eurocurrency funding (currently referred to as “eurocurrencyliabilities” under Regulation D).  Thispercentage will be adjusted automatically on and as of the effective date ofany change in any reserve percentage.

 

“***Lien***” shall mean any mortgage,pledge, security interest, lien (statutory or otherwise), charge, encumbrance,hypothecation, assignment, deposit arrangement, or other arrangement having thepractical effect of the foregoing or any preference, priority or other securityagreement or preferential arrangement of any kind or nature whatsoever(including any conditional sale or other title retention agreement and anycapital lease having the same economic effect as any of the foregoing).

 

“***Loan Documents***” shall mean,collectively, this Agreement, the Revolving Credit Note, the Pledge Agreement,any Hedging Agreement****entered intowith Lender in connection with the Indebtedness under this Agreement or theRevolving Credit Note and any and all other instruments, agreements, documentsand writings executed in connection with any of the foregoing.

 

“***Material Adverse Effect***” shall mean,with respect to any event, act, condition or occurrence of whatever nature(including any adverse determination in any litigation, arbitration, orgovernmental investigation or proceeding), whether singly or in conjunctionwith any other event or events, act or acts, condition or conditions,occurrence or occurrences whether or not related, a material adverse change in,or a material adverse effect on, (i) the business, results of operationsor financial condition of the Borrower and the Borrower and its Subsidiariestaken as a whole, (ii) the ability of the Borrower to perform any of itsobligations under the Loan Documents, (iii) the rights and remedies of theLender under any of the Loan Documents or (iv) the legality, validity orenforceability of any of the Loan Documents.

 

“***Multiemployer Plan***” shall have themeaning set forth in Section 4001(a)(3) of ERISA.

 

***“NonperformingAssets”***shall mean the sum of (a) NonperformingLoans, (b) nonaccrual investment securities and (c) Other Real EstateOwned (determined in accordance with, and as set forth on, Borrower’s FR ReportY-9C).

 

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***“NonperformingLoans”*** shall mean the sum of (a) nonaccrual loansand lease financing receivables, (b) loans and lease financing receivablesthat are contractually past due 90 days or more as to interest or principal andare still accruing interest and (c) loans for which the terms have beenmodified due to a deterioration in the financial position of the borrower(determined in accordance with, and as set forth on, Borrower’s FR Report Y-9C).

 

“***Notice of Borrowing***” shall have themeaning as set forth in Section 2.2.

 

“***Obligations***” shall mean all amountsowing by the Borrower to the Lender pursuant to or in connection with thisAgreement or any other Loan Document, including without limitation, allprincipal, interest (including any interest accruing after the filing of anypetition in bankruptcy or the commencement of any insolvency, reorganization orlike proceeding relating to the Borrower, whether or not a claim forpost-filing or post-petition interest is allowed in such proceeding), allreimbursement obligations,  all netobligations under Hedging Agreements, fees, expenses, indemnification andreimbursement payments, costs and expenses (including all fees and expenses ofcounsel to the Lender incurred pursuant to this Agreement or any other LoanDocument), whether direct or indirect, absolute or contingent, liquidated orunliquidated, now existing or hereafter arising hereunder or thereunder,together with all renewals, extensions, modifications or refinancings thereof.

 

“***Other Real Estate Owned***” shall meanthe sum of (a) real estate acquired in satisfaction of debts previouslycontracted and (b) other real estate owned, as set forth on Schedule HC-Mof Borrower’s FR Report Y-9C.

 

“***Participant***” shall have the meaningset forth in Section 9.4(c).

 

“***Payment Office***” shall mean theoffice of the Lender located at 303 Peachtree Street, Atlanta, Georgia 30308,or such other location as to which the Lender shall have given written noticeto the Borrower.

 

“***PBGC”***shall mean the Pension BenefitGuaranty Corporation referred to and defined in ERISA, and any successor entityperforming similar functions.

 

 “***Permitted Encumbrances***”shall mean

 

(i)**                                    **Liensimposed by law for taxes not yet due (or, with respect to real property taxesonly, not yet delinquent) or which are being contested in good faith byappropriate proceedings and with respect to which adequate reserves are beingmaintained in accordance with GAAP;

 

(ii)                                  statutoryLiens of landlords and Liens of carriers, warehousemen, mechanics, materialmenand other Liens imposed by law created in the ordinary course of business foramounts not yet due or which are being contested in good faith by appropriateproceedings and with respect to which adequate reserves are being maintained inaccordance with GAAP;

 

(iii)                               pledgesand deposits made in the ordinary course of business in compliance with workers’compensation, unemployment insurance and other social security laws orregulations;

 

(iv)                              depositsto secure the performance of bids, trade contracts, leases, statutoryobligations, surety and appeal bonds, performance bonds and other obligationsof a like nature, in each case in the ordinary course of business;

 

(v)                                 judgmentand attachment liens not giving rise to an Event of Default or Liens created byor existing from any litigation or legal proceeding that are currently beingcontested in good faith by appropriate proceedings and with respect to whichadequate reserves are being maintained in accordance with GAAP; and

 

(vi)                              easements,zoning restrictions, rights-of-way and similar encumbrances on real property imposedby law or arising in the ordinary course of business that do not secure anymonetary obligations 

 

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and do notmaterially detract from the value of the affected property or materiallyinterfere with the ordinary conduct of business of the Borrower and itsSubsidiaries taken as a whole;

 

provided,that the term “Permitted Encumbrances” shall not include any Lien securingIndebtedness.

 

“***Person***” shall mean any individual,partnership, firm, corporation, association, joint venture, limited liabilitycompany, trust or other entity, or any Governmental Authority.

 

“***Plan***” means any employee pensionbenefit plan (other than a Multiemployer Plan) subject to the provisions ofTitle IV of ERISA or Section 412 of the Code or Section 302 of ERISA,and in respect of which the Borrower or any ERISA Affiliate is (or, if suchplan were terminated, would under Section 4069 of ERISA be deemed to be)an “employer” as defined in Section 3(5) of ERISA.

 

***“PledgeAgreement”*** shall mean that certain SecurityAgreement-Certificated Securities, Notes, Instruments, etc. dated as of August 30,2005 by the Borrower in favor of the Lender.

 

“***Regulation D***” shall meanRegulation D of the Board of Governors of the Federal Reserve System, asthe same may be in effect from time to time, and any successor regulations.

 

“***Release***” means any release, spill,emission, leaking, dumping, injection, pouring, deposit, disposal, discharge,dispersal, leaching or migration into the environment (including ambient air,surface water, groundwater, land surface or subsurface strata) or within anybuilding, structure, facility or fixture.

 

“***Responsible Officer***” shall mean anyof the president, the chief executive officer, the chief operating officer, thechief financial officer, the treasurer or a vice president of the Borrower orsuch other representative of the Borrower as may be designated in writing byany one of the foregoing with the consent of the Lender; and, with respect tothe financial covenants only, the principal financial or accounting officer ofthe Borrower.

 

“***Revolving******Commitment”***shall mean the obligation of the Lender to make Revolving Loans to the Borrowerin an aggregate principal amount not exceeding (i) from the Closing Dateto November 30, 2005,  $35,000,000and (ii) from November 30, 2005 to the Commitment Termination Date,$15,000,000.

 

“***Revolving Loan***” shall mean a loanmade by the Lender to the Borrower under its Revolving Commitment, which willat all times be a Eurodollar Loan except under circumstances set forth in Section 2.8or Section 2.9 hereof.

 

“***Revolving Credit Note***” shall mean apromissory note of the Borrower payable to the order of the Lender in theprincipal amount of $35,000,000, in substantially the form of Exhibit A.

 

“***Subsidiary***” shall mean, with respectto any Person (the “***parent***”), any corporation,partnership, joint venture, limited liability company, association or otherentity the accounts of which would be consolidated with those of the parent inthe parent’s consolidated financial statements if such financial statementswere prepared in accordance with GAAP as of such date, as well as any othercorporation, partnership, joint venture, limited liability company, associationor other entity (i) of which securities or other ownership interestsrepresenting more than 30% of the equity or more than 30% of the ordinaryvoting power, or in the case of a partnership, more than 30% of the generalpartnership interests are, as of such date, owned, Controlled or held, or (ii) thatis, as of such date, otherwise Controlled, by the parent or one or moresubsidiaries of the parent or by the parent and one or more subsidiaries of theparent. Unless otherwise indicated, all references to “Subsidiary” hereundershall mean a Subsidiary of the Borrower.

 

“***Synthetic Lease***” of any Person shallmean (a) a lease designed to have the characteristics of a loan forfederal income tax purposes while obtaining operating lease treatment forfinancial accounting purposes, or (b) an agreement for the use orpossession of property creating obligations that are not required to appear onthe balance sheet of such Person but which, upon the insolvency or bankruptcyof such Person would be characterized by a court of competent jurisdiction asindebtedness of such Person.

 

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“***Tangible Net Worth”*** shall mean, asof any date, the total shareholders’ equity of the Borrower and itsSubsidiaries that would be reflected on the Borrower’s consolidated balance sheetas of such date prepared in accordance with GAAP, *minus*the amount of all assets of the Borrower and its Subsidiaries that would beclassified as intangible assets (including without limitation goodwill and netcore deposit intangible) on the Borrower’s consolidated balance sheet as ofsuch date prepared in accordance with GAAP.

 

“***Total Loans”*** shall mean for theBorrower on a consolidated basis the line item “Net Loans” (which shall mean net of unearned interest, deferred loanfees and cost, and Allowance for Loan Losses) set forth on the Borrower’sconsolidated balance sheet delivered pursuant to Section 5.1(a) and(b).

 

“***Total Tangible Assets****”* shall mean,**as of anydate, the total assets of the Borrower and its Subsidiaries that would bereflected on the Borrower’s consolidated balance sheet as of such date preparedin accordance with GAAP, *minus* theamount of all assets of the Borrower and its Subsidiaries that would beclassified as intangible assets (including without limitation goodwill and netcore deposit intangible) on the Borrower’s consolidated balance sheet as ofsuch date prepared in accordance with GAAP.

 

“***Withdrawal Liability***” shall meanliability to a Multiemployer Plan as a result of a complete or partialwithdrawal from such Multiemployer Plan, as such terms are defined in Part Iof Subtitle E of Title IV of ERISA.

 

**Section 1.2.  Accounting Terms and Determination**.  Unless otherwise defined or specified herein,all accounting terms used herein shall be interpreted, all accounting determinationshereunder shall be made, and all financial statements required to be deliveredhereunder shall be prepared, in accordance with GAAP as in effect from time totime, applied on a basis consistent (except for such changes approved by theBorrower’s independent registered public accounting firm) with the most recentaudited consolidated financial statement of the Borrower delivered pursuant to Section 5.1(a);provided, that if the Borrower notifies the Lender that the Borrowerwishes to amend any covenant in Article VI to eliminate the effect of anychange in GAAP on the operation of such covenant (or if the Lender notifies theBorrower that it wishes to amend Article VI for such purpose), then theBorrower’s compliance with such covenant shall be determined on the basis ofGAAP in effect immediately before the relevant change in GAAP became effective,until either such notice is withdrawn or such covenant is amended in a mannersatisfactory to the Borrower and the Lender.

 

**Section 1.3. Terms Generally**.** **The definitions of terms hereinshall apply equally to the singular and plural forms of the terms defined.  The words “include”, “includes” and “including”shall be deemed to be followed by the phrase “without limitation”.  In the computation of periods of time from aspecified date to a later specified date, the word “from” means “from andincluding” and the word “to” means “to but excluding”. Unless the contextrequires otherwise (i) any definition of or reference to any agreement,instrument or other document herein shall be construed as referring to suchagreement, instrument or other document as it was originally executed or as itmay from time to time be amended, supplemented or otherwise modified (subjectto any restrictions on such amendments, supplements or modifications set forthherein), (ii) any reference herein to any Person shall be construed toinclude such Person’s successors and permitted assigns, (iii) the words “hereof”,“herein” and “hereunder” and words of similar import shall be construed torefer to this Agreement as a whole and not to any particular provision hereof, (iv) allreferences to Articles, Sections, Exhibits and Schedules shall beconstrued to refer to Articles, Sections, Exhibits and Schedules to thisAgreement and (v) all references to a specific time shall be construed torefer to the time in the city and state of the Lender’s principal office,unless otherwise indicated.

 

**ARTICLE II**

 

**AMOUNTAND TERMS OF THE REVOLVING COMMITMENT**

 

**Section 2.1.  Revolving Loans and Revolving Credit Note**.  (a) Subject to the terms and conditionsset forth herein, the Lender agrees to make Revolving Loans to the Borrower,from time to time during the****AvailabilityPeriod, in an aggregate principal amount outstanding at any time not to exceedthe Revolving Commitment. During the Availability Period, the Borrower shall beentitled to borrow, prepay and reborrow Revolving Loans in accordance with theterms and conditions of this Agreement; provided, that the Borrower maynot borrow or reborrow should there exist a Default or Event of Default.

 

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(b)                                 TheBorrower’s obligation to pay the principal of, and interest on, Revolving Loansshall be evidenced by the records of the Lender and by the Revolving CreditNote.  The entries made in such recordsand/or on the schedule annexed to the Revolving Credit Note, absentmanifest error,  shall be *prima facie*evidence of the existence and amounts of theobligations of the Borrower therein recorded;****provided,that the failure or delay of the Lender in maintaining or making entries intoany such record or on such schedule or any error therein shall not in anymanner affect the obligation of the Borrower to repay the Revolving Loans (bothprincipal and unpaid accrued interest) in accordance with the terms of thisAgreement.

 

**Section 2.2.**   **Procedure for RevolvingLoans**.  The Borrower shallgive the Lender written notice (or telephonic notice promptly confirmed inwriting) of each Revolving Loan substantially in the form of Exhibit 2.2(a “***Notice of Borrowing***”) prior to 11:00 a.m.two (2)  Business Days prior to which a Revolving Loan is being requested.Each Notice of Borrowing shall be irrevocable and****shallspecify: (i) the principal amount of the Revolving Loan, (ii) theproposed date of the Revolving Loan (which shall be a Business Day), and  (iii) if the Revolving Loan is$2,500,000 or greater, its purpose (provided in sufficient detail that issatisfactory to the Lender).  Theaggregate principal amount of each Revolving Loan shall be not less than$1,000,000 or a larger multiple of $500,000, or in such lesser amounts equal tothe amount of the unused Revolving Commitment. Upon the satisfaction of theapplicable conditions set forth in Article III hereof, the Lender willmake the proceeds of each Revolving Loan available to the Borrower at thePayment Office on the date specified in the applicable Notice of Borrowing bycrediting an account maintained by the Borrower with the Lender or at theBorrower’s option, by effecting a wire transfer of such amount to an accountdesignated by the Borrower to the Lender.

 

**Section 2.3.  Optional Reduction and Termination and/orExtension of Revolving Commitment**.

 

(a)                                  TheRevolving Commitment shall terminate on the Commitment Termination Date; provided,that the Commitment Termination Date may be extended by the Lender foradditional 364-day periods in its sole discretion upon receiving a writtenrequest from the Borrower not earlier than 60 days and not later than 45 daysprior to then existing Commitment Termination Date for an extension. Upon thereceipt of such request, the Lender shall use its best efforts to notify theBorrower not later than 30 days prior to any Commitment Termination Datewhether it will extend the then existing Commitment Termination Date for anadditional 364-day period; provided, that the failure of the Lender togive any such notice to the Borrower shall mean that the then existingCommitment Termination Date will not be so extended.

 

(b)                                 Priorto November 30, 2005, the Revolving Commitment shall be permanentlyreduced in an amount equal to the amount that is prepaid pursuant to Section 2.4(d) hereofupon the issuance of capital stock or of any trust preferred securities.

 

(c)                                  OnNovember 30, 2005, the Revolving Commitment shall automatically andwithout notice be permanently reduced to $15,000,000.

 

(b)                                 Uponat least two (2) Business Days’ prior written notice (or telephonic noticepromptly confirmed in writing) to the Lender (which notice shall be irrevocable),the Borrower may reduce the Revolving Commitment in part or terminate theRevolving Commitment in whole; provided, that (i) any partialreduction pursuant to this Section 2.3 shall be in an amount of atleast $500,000 and any larger multiple of $100,000 and (ii) no suchreduction shall be permitted which would reduce the Revolving Commitment (aftergiving effect thereto and any concurrent prepayments made under Section 2.4)to an amount less than the outstanding Revolving Loans.

 

**Section 2.4.  Repayment and Prepayments of RevolvingLoans**.

 

(a)                                  Theoutstanding principal amount of all Revolving Loans shall be due and payable(together with accrued and unpaid interest thereon) on the CommitmentTermination Date.

 

(b)**                                **TheBorrower shall have the right at any time and from time to time to prepay anyEurodollar Loan, in whole or in part, without premium or penalty, on the lastday of each Interest Period and any Base Rate Loan, in whole or in part,without premium or penalty, on any Business Day. Each partial prepayment shallbe in an amount not less than $100,000 and integral multiples thereof; provided,that if a Eurodollar Loan is 

 

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prepaid on a dateother than the last day of an Interest Period applicable thereto, the Borrowershall also pay all amounts required pursuant to Section 2.11.

 

(c)                                  OnNovember 30, 2005 if the aggregate outstanding principal amount of allRevolving Loans exceeds $15,000,000, the Borrower shall repay principal on suchdate equal to such excess amount, together with accrued and unpaid interest onsuch excess amount.

 

(d)                                 TheBorrower shall prepay the outstanding Revolving Loans in an aggregate amountequal to the net proceeds received during the term of this Agreement from theissuance of any trust preferred securities or of any capital stock other thanin connection with an equity incentive plan or benefit plan for the Borrower’sor its Subsidiaries’ employees or directors or in connection with anytransaction permitted under Section 7.3 that does not result in theBorrower receiving any cash proceeds therefrom.

 

(e)                                  Allprepayments shall be applied first to any outstanding Base Rate Loans and thento Eurodollar Loans in direct order of Interest Period maturities.

 

**Section 2.5.  Interest on Loans**.

 

(a)                                  TheBorrower shall pay interest on each Eurodollar Loan (i) from the ClosingDate to November 30, 2005, at LIBOR, *plus*1.75% perannum and (ii) from November 30, 2005 to the Commitment TerminationDate, at LIBOR, *plus*1.25% per annum. If a BaseRate Loan shall be outstanding under the circumstances set forth in Section 2.8or 2.9, then the Borrower shall pay interest on each Base Rate Loan atthe Base Rate in effect from time to time.

 

(b)                                 Whilean Event of Default exists or after acceleration, at the option of the Lender,the Borrower shall pay interest (“***Default Interest***”)with respect to all Eurodollar Loans at the rate otherwise applicable for thethen-current Interest Period *plus* anadditional 2% per annum until the last day of such Interest Period, andthereafter, and with respect to all Base Rate Loans and all other Obligationshereunder (other than Loans), at the Base Rate, *plus*2% per annum.

 

(c)                                  Intereston the principal amount of all Revolving Loans shall accrue from and including thedate such Revolving Loans are made to but excluding the date of any repaymentthereof. Interest on all outstanding Eurodollar Loans shall be payable on thelast day of each Interest Period applicable thereto and in the case ofEurodollar Loans having an Interest Period longer than three months, on thedate which occurs every three months after the initial date of such InterestPeriod, and in any case on the Commitment Termination Date. Interest on anyBase Rate Loans shall be payable on the last day of each calendar month and onthe Commitment Termination Date. All Default Interest shall be payable ondemand.

 

(d)                                 TheLender shall determine each interest rate applicable to the Revolving Loanshereunder in accordance with the terms of this Agreement and shall promptlynotify the Borrower of such rate in writing (or by telephone, promptlyconfirmed in writing).  Any suchdetermination shall be conclusive and binding for all purposes, absent manifesterror.

 

**Section 2.6.  Fees.**The Borroweragrees to pay to the Lender a commitment fee, which shall accrue at 0.15% perannum on the average daily amount of the unused Revolving Commitment during theAvailability Period. Accrued commitment fees shall be payable in arrears on thelast Business Day of each March, June, September and December of eachyear and on the Commitment Termination Date, commencing on the first such dateafter the Closing Date.

 

**Section 2.7.  Computation of Interest and Fees**.All computations of interest and fees hereunder shall be made on the basis of ayear of 360 days for the actual number of days (including the first daybut excluding the last day) occurring in the period for which such interest orfees are payable (to the extent computed on the basis of days elapsed). Eachdetermination by the Lender of an interest amount or fee hereunder shall bemade in good faith and, except for manifest error, shall be final, conclusiveand binding for all purposes.

 

**Section 2.8.   Inability to Determine Interest Rates**.  If prior to the commencement of any InterestPeriod for any Eurodollar Loan, the Lender shall have determined (whichdetermination shall be conclusive 

 

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and binding uponthe Borrower**)** that (a) by reason ofcircumstances affecting the relevant interbank market, adequate means do notexist for ascertaining LIBOR for such Interest Period, or (b) LIBOR doesnot adequately and fairly reflect the cost to the Lender of making, funding ormaintaining its Eurodollar Loans for such Interest Period, the Lender shallgive written notice (or telephonic notice, promptly confirmed in writing) tothe Borrower as soon as practicable thereafter. Until the Lender notifies theBorrower that the circumstances giving rise to such notice no longer exist, (x)the obligation of the Lender to make Eurodollar Loans or to continueoutstanding Revolving Loans as Eurodollar Loans shall be suspended and (y) allsuch affected Revolving Loans shall be converted into Base Rate Loans on thelast day of the then current Interest Period unless the Borrower elects toprepay such Revolving Loans in accordance with this Agreement.

 

**Section 2.9.  Illegality. **If any Change in Law shallmake it unlawful or impossible for the Lender to make, maintain or fund anyEurodollar Loan, the Lender shall promptly give notice thereof to the Borrower,whereupon until the Lender notifies the Borrower that the circumstances givingrise to such suspension no longer exist, the obligation of the Lender to makeEurodollar Loans, or to continue any outstanding Revolving Loans as EurodollarLoans, shall be suspended. Any new Revolving Loan shall be made as a Base RateLoan and all then outstanding Eurodollar Loans shall be converted to a BaseRate Loan either (x) on the last day of the then current Interest Period if theLender may lawfully continue to maintain such Eurodollar Loans to such date or(y) immediately if the Lender shall determine that it may not lawfully continueto maintain such Eurodollar Loans to such date.

 

**Section 2.10.  Increased Costs**.

 

(a)                                  Ifany Change in Law shall:

 

(i)                                     impose,modify or deem applicable any reserve, special deposit or similar requirementthat is not otherwise included in the determination of LIBOR hereunder againstassets of, deposits with or for the account of, or credit extended by, theLender (except any such reserve requirement reflected in the calculation ofLIBOR); or

 

(ii)                                  imposeon the Lender or the eurodollar interbank market any other condition affectingthis Agreement or any Eurodollar Loans made by the Lender; and the result ofthe foregoing is to increase the cost to the Lender of making, continuing ormaintaining a Eurodollar Loan or to reduce the amount received or receivable bythe Lender hereunder (whether of principal, interest or any other amount), thenthe Borrower shall promptly pay, upon written notice from and demand by theLender, within five Business Days after the date of such notice and demand,additional amount or amounts sufficient to compensate the Lender for suchadditional costs incurred or reduction suffered.

 

(b)                                 Ifthe Lender shall have determined that on or after the date of this Agreementany Change in Law regarding capital requirements has or would have the effectof reducing the rate of return on the Lender’s capital (or on the capital ofthe Lender’s parent corporation) as a consequence of its obligations hereunderto a level below that which the Lender or the Lender’s parent corporation couldhave achieved but for such Change in Law (taking into consideration the Lender’spolicies or the policies of the Lender’s parent corporation with respect tocapital adequacy) then, from time to time, within five (5) Business Daysafter receipt by the Borrower of written demand by the Lender, the Borrowershall pay to the Lender such additional amounts as will compensate the Lenderor the Lender’s parent corporation for any such reduction suffered.

 

(c)                                  Acertificate of the Lender setting forth the amount or amounts necessary tocompensate the Lender or its parent corporation, as the case may be, specifiedin paragraph (a) or (b) of this Section shall be delivered tothe Borrower and shall be conclusive, absent manifest error.  The Borrower shall pay the Lender such amountor amounts within 10 days after receipt thereof.

 

(d)**                                **Failureor delay on the part of the Lender to demand compensation pursuant to this Section shallnot constitute a waiver of the Lender’s right to demand such compensation.

 

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**Section 2.11.  Funding Indemnity**.  In the event of (a) the payment of anyprincipal of a Eurodollar Loan other than on the last day of the InterestPeriod applicable thereto (including as a result of an Event of Default), (b) thecontinuation of a Eurodollar Loan other than on the last day of the Interest Periodapplicable thereto, or (c) the failure by the Borrower to borrow, prepay,or continue any Eurodollar Loan on the date specified in any applicable notice(regardless of whether such notice is withdrawn or revoked), then, in any suchevent,  the Borrower shall compensate theLender, within five (5) Business Days after written demand from theLender,  for any cost (including withoutlimitation any breakage cost or redeployment cost) or expense attributable tosuch event actually incurred by the Lender. A certificate as to any additionalamount payable under this Section 2.11 submitted to the Borrower bythe Lender shall be conclusive, absent manifest error.

 

**Section 2.12.   Payments Generally**.The Borrower shall make each payment required to be made by it hereunder(whether of principal, interest, fees, or of amounts payable under Section 2.10****or otherwise) prior to 12:00 noon, on the date when due, inimmediately available funds, without set-off or counterclaim. Any amountsreceived after such time on any date may, in the discretion of the Lender, bedeemed to have been received on the next succeeding Business Day for purposesof calculating interest thereon.  Allsuch payments shall be made to the Lender at its Payment Office.  If any payment hereunder shall be due on aday that is not a Business Day, the date for payment shall be extended to thenext succeeding Business Day, and, in the case of any payment accruinginterest, interest thereon shall be made payable for the period of suchextension.  All payments hereunder shallbe made in Dollars.

 

**ARTICLE III**

 

**CONDITIONSPRECEDENT TO REVOLVING LOANS**

 

**Section 3.1.   ConditionsTo Initial Revolving Loan**.  The obligation of the Lender to make theinitial Revolving Loan hereunder is subject to the receipt by the Lender of thefollowing documents in form and substance reasonably satisfactory to theLender:

 

**(a)****                                  thisAgreement duly executed and delivered by the Borrower;**

 

(b)                                 aduly executed Revolving Credit Note;

 

(c)                                  aduly executed Pledge Agreement and all shares owned by the Borrower in GreeneCounty Bank, together with blank signed stock powers;

 

(d)                                 a certificate of the Secretary orAssistant Secretary of the Borrower, attaching and certifying copies of itsbylaws and of the resolutions of its boards of directors, authorizing theexecution, delivery and performance of the Loan Documents and certifying thename, title and true signature of each officer of the Borrower authorized toexecute the Loan Documents;

 

**(e)****                                 ****certified copies of the charterof the Borrower, together with good standing certificates (or the equivalent)as may be available from the Secretary of State of the jurisdiction ofincorporation of the Borrower and Greene County Bank and each otherjurisdiction where the Borrower or Greene County Bank is required to bequalified to do business as a foreign corporation;**

** **

(f)                                    a favorable written opinion of Bass,Berry & Sims PLC, counsel to the Borrower, addressed to the Lender,and covering such matters relating to the Borrower, the Loan Documents and thetransactions contemplated therein as the Lender shall reasonably request; and

 

(g)                                 aduly executed funds disbursement agreement.

 

**Section 3.2.   EachRevolving Loan**.  The obligation of the Lender to make each Revolving Loan is subject tothe satisfaction of the following conditions:

 

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(a)                                  atthe time of and immediately after giving effect to such Revolving Loan, noDefault or Event of Default shall exist;

 

(b)                                 allrepresentations and warranties of the Borrower herein shall be true and correctin all material respects on and as of the date of such Revolving Loan (otherthan those representations and warranties that expressly relate to an earlierdate, which shall be true and correct in all material respects as of suchearlier date) both before and after giving effect thereto;

 

(c)                                  sinceDecember 31, 2004, there shall have been no change which has had or wouldreasonably be expected to have a Material Adverse Effect;

 

(d)                                 theLender shall have received a duly executed Notice of Borrowing in accordancewith Section 2.2 hereof; and

 

(e)                                  theLender shall have received such other documents,  certificates or information as it mayreasonably request, all in form and substance reasonably satisfactory to theLender.

 

The making of eachRevolving Loan shall be deemed to constitute a representation and warranty bythe Borrower on the date thereof as to the matters specified in paragraphs (a),(b) and (c) of this Section 3.2.

 

**ARTICLE IV**

 

**REPRESENTATIONSAND WARRANTIES**

 

The Borrowerrepresents and warrants to the Lender as follows:

 

**Section 4.1.  Existence;Power**. Each of the Borrower and each of its Subsidiaries (i) isduly organized, validly existing and in good standing as a corporation underthe laws of the jurisdiction of its organization, (ii) has all requisitepower and authority to carry on its business as now conducted, and (iii) isduly qualified to do business, and is in good standing, in each jurisdictionwhere such qualification is required, except where a failure to be so qualifiedcould not reasonably be expected to result in a Material Adverse Effect.

 

**Section 4.2.  OrganizationalPower; Authorization**. The execution, delivery and performance by the Borrower of each of theLoan Documents are within the Borrower’s corporate powers and have been dulyauthorized by all necessary corporate, and if required, stockholder, action.This Agreement and the Revolving Credit Note have been duly executed anddelivered by the Borrower and****constitutevalid and binding obligations of the Borrower, enforceable against it inaccordance with their respective terms, except as may be limited by applicablebankruptcy, insolvency, reorganization, moratorium, or similar laws affectingthe enforcement of creditors’ rights generally and by general principles ofequity.

 

**Section 4.3.** **Governmental Approvals; NoConflicts**. The execution, delivery and performance by theBorrower of this Agreement and the other Loan Documents  (a) do not require any consent orapproval of, registration or filing with, or any action by, any GovernmentalAuthority, except those as have been obtained or made and are in full force andeffect, (b) will not violate any applicable law or regulation or thecharter or by-laws of the Borrower or any order of any Governmental Authority, (c) willnot violate or result in a default under any indenture, material agreement orother material instrument binding on the Borrower or any of its Subsidiaries orany of its assets or give rise to a right thereunder to require any payment tobe made by the Borrower or any of its Subsidiaries and (d) will not resultin the creation or imposition of any Lien on any asset of the Borrower or anyof its Subsidiaries, other than as contemplated by the Pledge Agreement.

 

**Section 4.4.**  **Financial Statements**.  The Borrower has furnished to the Lender (i) theaudited consolidated balance sheet of the Borrower and its Subsidiaries as of December 31,2004 and the related consolidated statements of income, shareholders’ equityand cash flows for the fiscal year then ended prepared by Dixon Hughes LLC and (ii) theunaudited consolidated balance sheet of the Borrower and its Subsidiaries as atthe end of the June 30, 2005, and the related unaudited consolidatedstatements of income and cash flows for the fiscal quarter and year-to-dateperiod then ending, certified by a Responsible Officer.  Such financial statements fairly 

 

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present, in allmaterial respects, the consolidated financial position of the Borrower and itsSubsidiaries as of such dates and the consolidated results of operations andcash flows for such periods in conformity with GAAP consistently applied,subject to year end audit adjustments and the absence of footnotes in the caseof the statements referred to in clause (ii). Since December 31, 2004,there have been no changes with respect to the Borrower and its Subsidiarieswhich have had or could****reasonably beexpected to have, singly or in the aggregate, a Material Adverse Effect.

 

**Section 4.5.  Litigation Matters**.  No litigation, investigation or proceeding ofor before any arbitrators or Governmental Authorities is pending against, or,to the knowledge of the Borrower, threatened against or affecting the Borroweror any of its Subsidiaries (i) as to which there is a reasonablepossibility of an adverse determination that would reasonably be expected tohave, either individually or in the aggregate, a Material Adverse Effect or (ii) whichin any manner draws into question the validity or enforceability of thisAgreement or any other Loan Document.

 

**Section 4.6.** **Compliance with Laws andAgreements**.  The Borrowerand each Subsidiary is in compliance with (a) all applicable laws(including without limitation all Environmental Laws and all federal and statebanking statutes) and all rules, regulations (including without limitation allbanking regulations) and orders of any Governmental Authority, and (b) allindentures, agreements or other instruments binding upon it or its properties,except where non-compliance, either singly or in the aggregate, could notreasonably be expected to result in a Material Adverse Effect.

 

**Section 4.7. Investment Company Act, Etc.**  Neither the Borrower nor any of itsSubsidiaries is (a) an “investment company”, as defined in, or subject toregulation under, the Investment Company Act of 1940, as amended, or (b) a“holding company” as defined in, or subject to regulation under, the PublicUtility Holding Company Act of 1935, as amended.

 

**Section 4.8.  Taxes**.  The Borrower and its Subsidiaries have timelyfiled or caused to be filed all Federal income tax returns and all othermaterial tax returns that are required to be filed by them, and have paid alltaxes shown to be due and payable on such returns or on any assessments madeagainst it or its property and all other taxes, fees or other charges imposedon it or any of its property by any Governmental Authority, except (i) tothe extent the failure to do so would not have a Material Adverse Effect or (ii) wherethe same are currently being contested in good faith by appropriate proceedingsand for which the Borrower or such Subsidiary, as the case may be, has setaside on its books adequate reserves.

 

**Section 4.9.  Margin Regulations**.  None of the proceeds of any of the RevolvingLoans will be used for “purchasing” or “carrying” any “margin stock” with therespective meanings of each of such terms under Regulation U as now and fromtime to time hereafter in effect or for any purpose that violates theprovisions of Regulation U.

 

**Section 4.10.  ERISA**.  No ERISA Event has occurred or is reasonablyexpected to occur that, when taken together with all other such ERISA Eventsfor which liability is reasonably expected to occur, would reasonably beexpected to result in a Material Adverse Effect.  The present value of all accumulated benefitobligations under each Plan (based on the assumptions used for purposes ofStatement of Financial Standards No. 87) did not, as of the date of themost recent financial statements reflecting such amounts, exceed the fairmarket value of the assets of such Plan, and the present value of allaccumulated benefit obligations of all underfunded Plans (based on theassumptions used for purposes of Statement of Financial Standards No. 87)did not, as of the date the most recent financial statements reflecting suchamounts, exceed the fair market value of the assets of all such underfundedPlans.

 

**Section 4.11.****                         Disclosure**.The Borrower has disclosed to the Lender all agreements, instruments, andcorporate or other restrictions to which the Borrower or any of itsSubsidiaries is subject, and all other matters known to any of them, that,individually or in the aggregate, would reasonably be expected to result in aMaterial Adverse Effect.  None of thereports (including without limitation all reports that the Borrower is requiredto file with the Securities and Exchange Commission), financial statements,certificates or other information furnished by or on behalf of the Borrower tothe Lender in connection with the negotiation of this Agreement or any otherLoan Document or delivered hereunder or thereunder (as modified or supplementedby any other information 

 

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so furnished)contains any material misstatement of fact or omits to state any material factnecessary to make the statements therein, taken as a whole, in light of thecircumstances under which they were made, not misleading.

 

**Section 4.12.  Subsidiaries**. Schedule 4.12sets forth the name of, the ownership interest of the Borrower in, and thejurisdiction of incorporation of, each Financial Institution Subsidiary andeach other Subsidiary, in each case as of the Closing Date.

 

## **Section 4.13.**Dividend Restrictions; Other Restrictions.  (a) NoFinancial Institution Subsidiary has violated any applicable regulatoryrestrictions on dividends, and no Governmental Authority has taken any actionto restrict the payment of dividends by any Financial Institution Subsidiary.

 

(b) Otherthan with respect to routine examinations by any Governmental Authority havingregulatory authority over the Borrower or any of its Subsidiaries, neither theBorrower nor any Subsidiary is, to the best of the Borrower’s knowledge, underinvestigation by any such Governmental Authority or is operating under anyrestrictions (excluding any restrictions on the payment of dividends referencedin subsection (a) above) imposed by or agreed to with any suchGovernmental Authority.

 

**Section 4.14.  Capital Measures. **On the Closing Date, boththe Borrower and each Financial Institution Subsidiary have been, or are deemedto have been, notified by the appropriate Governmental Authority havingregulatory authority over each of them that each of them is “well capitalized”,  as determined in accordance with anyregulations established by such Governmental Authority.

 

**Section 4.15. FDICInsurance.**The deposits of each Financial InstitutionSubsidiary that is an “insured depository institution” (within the meaning of § 12U. S. C. 1831(c)) are insured by the FDIC and no act has occurred that wouldadversely affect the status of such Financial Institution Subsidiary as an FDICinsured bank.

 

## **Section 4.16. OFAC**. Neither the Borrower nor any of its Subsidiaries (i) is a Personwhose property or interest in property is blocked or subject to blockingpursuant to Section 1 of Executive Order 13224 of September 23, 2001Blocking Property and Prohibiting Transactions With Persons Who Commit,Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engagesin any dealings or transactions prohibited by Section 2 of such executiveorder, or is otherwise associated with any Person in any manner violative ofsaid Section 2 or (iii) is a Person on the list of SpeciallyDesignated Nationals and Blocked Persons or subject to the limitations orprohibitions under any other U.S. Department of Treasury’s Office of ForeignAssets Control regulation or executive order.

 

## **Section 4.17. Patriot Act**. Each of the Borrower and its Subsidiaries is in compliance,in all material respects, with (i) the Trading with the Enemy Act, asamended, and each of the foreign assets control regulations of the UnitedStates Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and anyother enabling legislation or executive order relating thereto and (ii) theUniting And Strengthening America By Providing Appropriate Tools Required ToIntercept And Obstruct Terrorism (USA Patriot Act of 2001).  No part of the proceeds of the Obligationswill be used, directly or indirectly, for any payments to any governmentalofficial or employee, political party, official of a political party, candidatefor political office, or anyone else acting in an official capacity, in orderto obtain, retain or direct business or obtain any improper advantage, inviolation of the United States Foreign Corrupt Practices Act of 1977, asamended.

 

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**ARTICLE V**

 

**AFFIRMATIVECOVENANTS**

 

The Borrowercovenants and agrees that so long as the Lender has a Revolving Commitmenthereunder or the principal of and interest on any Revolving Loan or any feeremains unpaid:

 

**Section 5.1.**                                **Financial Statements and Other Information**.The Borrower will deliver to the Lender:

 

(a)                                  assoon as available and in any event within 90 days after the end of each fiscalyear of Borrower, a copy of the annual audited report for such fiscal year forthe Borrower and its Subsidiaries, containing (i) a consolidated balancesheet and the related consolidated statements of income, of changes inshareholders’ equity and of cash flows (together with all footnotes thereto),and (ii)  a condensed balance sheet of the Borrower only and the relatedcondensed statements of income and of cash flows, setting forth in each case incomparative form the figures for the previous fiscal year, all in reasonabledetail and reported on by Dixon Hughes PLLC or other independent publicaccountants of nationally recognized standing (without a “going concern” orlike qualification, exception or explanation and without any qualification orexception as to scope of such audit) to the effect that such financialstatements present fairly in all material respects the financial condition andthe results of operations and cash flows on a consolidated basis of theBorrower for such fiscal year in accordance with GAAP and that the examinationby such accountants in connection with such financial statements has been madein accordance with generally accepted auditing standards;

 

(b)                                 assoon as available and in any event within 45 days after the end of each of thefirst three fiscal quarters of each fiscal year of the Borrower, an unauditedbalance sheet of the Borrower and its Subsidiaries on a consolidated basis andof the Borrower on a stand alone basis as of the end of such fiscal quarter andthe related unaudited statements of income and cash flows of the Borrower andits Subsidiaries on a consolidated basis and of the Borrower on a stand alonebasis, each for such fiscal quarter and the then elapsed portion of such fiscalyear, setting forth in each case in comparative form the figures for thecorresponding quarter and the corresponding portion of Borrower’s previousfiscal year, all certified by the principal financial or accounting officer****of the Borrower as presenting fairly in all materialrespects the financial condition and results of operations of the Borrower andits Subsidiaries on a consolidated basis and of the Borrower on a stand alonebasis in accordance with GAAP, subject to normal year-end audit adjustments andthe absence of footnotes;

 

(c)                                  concurrentlywith the delivery of the financial statements referred to in clauses (a) and(b) above, a certificate of a Responsible Officer, (i) certifying asto whether there exists a Default or Event of Default on the date of suchcertificate, and if a Default or an Event of Default then exists, specifyingthe details thereof and the action which the Borrower has taken or proposes totake with respect thereto, and (ii) setting forth in reasonable detailcalculations demonstrating compliance with Article VI;

 

(d)                                 concurrentlywith the delivery of the financial statements referred to in clauses (a) and(b) above, duly executed copies of the Borrower’s then-current FR Report Y-9Cand FR Report Y-9LP and a duly executed copy of the then-current Call Reportfor each Financial Institution Subsidiary;

 

(e)                                  promptlyafter the same become publicly available, copies of all periodic and otherreports, proxy statements and other materials filed with the Securities andExchange Commission, or any Governmental Authority succeeding to any or allfunctions of said Commission, or with any national securities exchange, ordistributed by the Borrower to its shareholders generally, as the case may be;

 

(f)                                    informationrequired to be delivered pursuant to paragraphs (a), (b), (c) and (d) shallbe deemed to have been delivered on the date on which the Borrower providesnotice to the Lender that such information has been posted on the Borrower’swebsite on the internet at such website addresses listed on the signature page ofsuch notice, at www.sec.gov or at another website identified in such notice andaccessible by the Lender without charge; provided, that the Borrowershall deliver paper copies of the reports and financial statements referred toin paragraphs (a), (b), (c) and (d) if reasonably requested by theLender; and

 

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(g)                                 promptlyfollowing any request therefor, such other information regarding the results ofoperations, business affairs and financial condition of the Borrower or anySubsidiary as the Lender may reasonably request.

 

**Section 5.2.  Notices of Material Events**.  The Borrower will furnish to the Lenderprompt written notice of the following:

 

(a)                                              theoccurrence of any Default or Event of Default;

 

(b)                                             thefiling or commencement of any action, suit or proceeding by or before anyarbitrator or Governmental Authority against or, to the knowledge of theBorrower, affecting the Borrower or any Subsidiary which, if adverselydetermined, could reasonably be expected to result in a Material AdverseEffect;

 

(c)                                              theoccurrence of any ERISA Event that alone, or together with any other ERISAEvents that have occurred, could reasonably be expected to result in liabilityof the Borrower and its Subsidiaries in an aggregate amount exceeding$1,000,000;

 

(d)                                             anyinvestigation of the Borrower or any Subsidiary by any Governmental Agencyhaving regulatory authority over the Borrower or any such Subsidiary (otherthan routine examinations of the Borrower and/or any such Subsidiary);

 

(e)                                              theissuance of any cease and desist order, written agreement, cancellation ofinsurance or other public or enforcement action by the FDIC or otherGovernmental Authority having regulatory authority over the Borrower or anySubsidiary;

 

(f)                                                theissuance of any memorandum of understanding or proposed disciplinary action byor from any Governmental Authority having regulatory authority over theBorrower or any Subsidiary, to the extent that the Borrower or any suchSubsidiary is permitted to disclose such information (provided that theBorrower shall take all reasonable efforts to obtain any necessary regulatoryconsents);

 

(e)                                              anyother development that results in, or could reasonably be expected to result in,a Material Adverse Effect.

 

Each noticedelivered under this Section shall be accompanied by a written statementof a Responsible Officer setting forth the details of the event or developmentrequiring such notice and any action taken or proposed to be taken with respectthereto.

 

**Section 5.3.  Existence; Conduct of Business**.  The Borrower will, and will cause each of itsSubsidiaries to, do or cause to be done all things necessary to preserve, renewand maintain in full force and effect its legal existence and its respectiverights, licenses, permits, privileges, franchises, patents, copyrights,trademarks and trade names material to the conduct of its business and willcontinue to engage in the same business as presently conducted or such otherbusinesses that are reasonably related thereto; provided, that nothingin this Section shall prohibit any merger, consolidation, liquidation ordissolution permitted under Section 7.3.

 

**Section 5.4.  Compliance with Laws, Etc.**The Borrower will, and will cause each of its Subsidiaries to, comply with alllaws, rules, regulations and requirements of any Governmental Authority(including without limitation all federal and state banking statutes andregulations) applicable to its assets, except where the failure to do so,either individually or in the aggregate, would not reasonably be expected toresult in a Material Adverse Effect.

 

**Section 5.5.  Books and Records**.The Borrower will, and will cause each of its Subsidiaries to, keep proper****books of record and account in which full, true and correctentries shall be made of all dealings and transactions in relation to itsbusiness and activities to the extent necessary to prepare the consolidatedfinancial statements of Borrower in conformity with GAAP.

 

**Section 5.6.  Visitation, Inspection, Etc.**  The Borrower will, and will cause each of itsSubsidiaries to, permit any representative of the Lender to visit and inspectits properties, to examine its books and records and to make copies and takeextracts therefrom, and to discuss its affairs, finances and accounts with anyof 

 

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its officers and with its independent registered public accountingfirm, all at such reasonable times and as often as the Lender may reasonably requestafter reasonable prior notice to the Borrower.

 

**Section 5.7.  Maintenance of Properties;****Insurance**. (a) The Borrowerwill, and will cause each of its Subsidiaries to, (i) keep and maintainall property material to the conduct of its business in good working order andcondition, ordinary wear and tear except where the failure to do so, eitherindividually or it the aggregate, would not reasonably be expected to result ina Material Adverse Effect and (ii) maintain with financially sound andreputable insurance companies, insurance with respect to its properties andbusiness, and the properties and business of its Subsidiaries, against loss ordamage of the kinds customarily insured against by companies in the same orsimilar businesses operating in the same or similar locations.

 

(b) Thedeposits of each Financial Institution Subsidiary will at all times be insuredby the Federal Deposit Insurance Corporation (“FDIC”).

 

**Section 5.8.  Use of Proceeds**.  The Borrower will use the proceeds of allRevolving Loans to finance working capital needs (including without limitationacquisitions) and for other general corporate purposes of the Borrower and itsSubsidiaries. No part of the proceeds of any Revolving Loan will be used,whether directly or indirectly, for any purpose that would violate any rule orregulation of the Board of Governors of the Federal Reserve System, includingRegulation T, U or X.

 

**ARTICLE VI**

 

### FINANCIALCOVENANTS

###  

The Borrowercovenants and agrees that so long as the Lender has its Revolving Commitmenthereunder or the principal of or interest on or any Revolving Loan remainsunpaid or any fee remains unpaid:

 

**Section 6.1.  Tangible Net Worth to Total TangibleAssets****Ratio**.  The Borrower on a consolidated basis willmaintain at all times a ratio of Tangible Net Worth to Total Tangible Assets (a) ofnot less than 4.5% from the Closing Date to November 30, 2005 and (b) ofnot less than 6.5% thereafter.

 

**Section 6.2. Return onAverage Total Assets.**The Borrower on a consolidatedbasis will have at the end of each Fiscal Quarter a Return on Average TotalAssets for such Fiscal Quarter and the previous three Fiscal Quarters of notless than 0.80%, determined by taking the sum of the Return on Average TotalAssets (adjusted for mergers, acquisitions and nonrecurring charges other thanwith respect to additional loan loss reserves or other loan qualitydeterioration) for each such Fiscal Quarter (as such figure is disclosed in theBorrower’s consolidated financial statements that are submitted to the Securitiesand Exchange Commission on Forms 10-K or 10-Q), divided by four (4).

 

**Section 6.3.   Nonperforming Assets.**TheBorrower on a consolidated basis will not permit at the end of each FiscalQuarter Nonperforming Assets to be greater than 1.75% of the sum of Total Loansand Other Real Estate Owned.

 

**Section 6.4.   Double Leverage Ratio.****                                        **TheBorrower will not permit at any time its Double Leverage Ratio (a) to begreater than 1.50 to 1.00 from the Closing Date to November 30, 2005 and (b) tobe greater than 1.35 to 1.00 thereafter.

 

**Section 6.5.  Capital Measures.**(a) Fromthe Closing Date to November 30, 2005, the Borrower on a consolidated basis will have a Total Risk-basedCapital Ratio of 7.25% or greater, a Tier 1 Risk-based Capital Ratio of 4.0% orgreater, and a Leverage Ratio of 4.0% or greater (or 3% or greater undercertain circumstances) (each as defined by applicable federal and stateregulations or orders) and (b) from November 30, 2005 to theCommitment Termination Date, the Borrower will be  “well-capitalized” for all applicable stateand federal regulatory purposes at all times, and the Borrower (i) will have a Total Risk-based Capital Ratio of10.0% or greater, a Tier 1 Risk-based Capital Ratio of 6.0% or greater, and aLeverage Ratio of 5.0% or greater (each as defined by applicable federal andstate regulations or orders), and will not be subject to any written agreement,

 

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order, capitaldirective or prompt corrective action directive by any Governmental Authorityhaving regulatory authority over the Borrower or (ii) if required by anyGovernmental Authority having regulatory authority over the Borrower in orderto remain “well capitalized” and in compliance with all applicable regulatoryrequirements, will have such higher amounts of Total Risk-based Capital andTier 1 Risk-based Capital and/or such greater Leverage Ratio as specified bysuch Governmental Authority.

 

(b) EachFinancial Institution Subsidiary of the Borrower will be “well capitalized” forall applicable state and federal regulatory purposes at all times, and suchFinancial Institution Subsidiary  (i) willhave a Total Risk-based Capital Ratio of 10.0% or greater,  a Tier 1 Risk-based Capital Ratio of 6.0% orgreater, and a Leverage Ratio of 5.0% or greater (each as defined by applicablefederal and state regulations or orders) and not be subject to any writtenagreement, order, capital directive or prompt corrective action directive byany Governmental Authority having regulatory authority over such FinancialInstitution Subsidiary or (ii) if required by any Governmental Authorityhaving regulatory authority over such Financial Institution Subsidiary in orderto remain “well capitalized” and in compliance with all applicable regulatoryrequirements, will have such higher amounts of Total Risk-based Capital andTier 1 Risk-based Capital and/or such greater Leverage Ratio as specified bysuch Governmental Authority.

 

(c) Notwithstandingthe foregoing, if at any time any such Governmental Authority changes thedefinition of “*well capitalized*” either byamending such ratios or otherwise, such amended definition, and any suchamended or new ratios, shall automatically be incorporated by reference intothis Agreement as the minimum standard for the Borrower or any FinancialInstitution Subsidiary, as the case may be, on and as of the date that any suchamendment becomes effective by applicable statute, regulation, order orotherwise.

 

**ARTICLE VII**

 

**NEGATIVECOVENANTS**

 

The Borrower covenantsand agrees that so long as the Lender has its Revolving Commitment hereunder orthe principal of or interest on any Revolving Loan remains unpaid or any feeremains unpaid:

 

**Section 7.1.  Indebtedness**. TheBorrower will not, and will not permit any of its Subsidiaries to, create,incur, assume or suffer to exist any Indebtedness, except:

 

(a)                                  Indebtedness created pursuant to the LoanDocuments;

 

(b)                                 Indebtednessexisting on the date hereof and set forth on Schedule 7.1 andextensions, renewals and replacements of any such Indebtedness that do notincrease the outstanding principal amount thereof (immediately prior to givingeffect to such extension, renewal or replacement) or shorten the maturity orthe weighted average life thereof;

 

(c)                                  Indebtednessof any Financial Institution Subsidiary (i) to the Federal Reserve Boardor to the Federal Home Loan Bank Board or (ii) constituting federal fundspurchased and securities sold under agreements to repurchase incurred in theordinary course of business or (iii) otherwise incurred in the ordinarycourse of its banking business;

 

(d)                                 Indebtednessconstituting obligations of the Borrower and any Financial InstitutionSubsidiary under debentures, indentures, trust agreements and guarantees inconnection with the issuance by such Persons of trust preferred securities;

 

(e)                                  (i) Indebtednessowed by the Borrower or any “affiliate” of the Borrower (as defined inRegulation W of the FRB and sections 23A and 23B of the Federal Reserve Act) toany Financial Institution Subsidiary not in violation of Regulation W of theFRB (as amended, supplemented or otherwise modified), or (ii) Indebtednessowed by any Subsidiary to the Borrower or (iii) Indebtedness owed by theBorrower or any Subsidiary to a Subsidiary other than a Financial InstitutionSubsidiary;

 

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(f)                                    Anyother Indebtedness that is subordinated to the Indebtedness under thisAgreement on the following terms: (i) no part of the principal of suchIndebtedness is stated to be payable or is required to be paid (whether by wayof mandatory sinking fund, mandatory redemption, mandatory prepayment orotherwise) prior to the Commitment Termination Date and the payment ofprincipal of which and any other obligations of the Borrower with respectthereof (other than interest subject to clause (f)(ii)) are subordinated to theprior payment in full of principal and interest (including post-petitioninterest)  and all other obligations andamounts of the Borrower to the Lender hereunder on terms and conditions firstapproved in writing by the Lender, (ii) no part of the interest accruingon such Indebtedness is payable, without the prior written consent of theLender, after a Default or Event of Default has occurred and is continuing, and(iii) such Indebtedness otherwise contains terms, covenants and conditionsin form and substance reasonably satisfactory to the Lender as evidenced by itsprior written approval thereof;

 

(g)                                 Contingent obligations calculated inconformity with GAAP consisting of (i) the endorsement by the Borrower orany of its Subsidiaries of negotiable instruments payable to such Person fordeposit or collection in the ordinary course of business and (ii) guaranteesexecuted by the Borrower or any of its Subsidiaries with respect to operatinglease obligations not in excess of $1,000,000 in the aggregate;

 

(h)                                 Contingent obligations calculated inconformity with GAAP consisting of the indemnification by the Borrower or anyof its Subsidiaries of (i) officers, directors, employees and agents ofthe Borrower or such Subsidiary, to the extent permitted under applicable law(including any federal or state banking statute and regulation), (ii) commercialbanks, investment bankers and other independent consultants or professionaladvisors pursuant to agreements relating to the underwriting of the Borrower’sor such Subsidiary’s securities or the rendering of banking or professionalservices to the Borrower or such Subsidiary and (iii) landlords, licensors, licensees and other parties pursuant toagreements entered into in the ordinary course of business by the Borrower orsuch Subsidiary; and

 

(i)                                     Indebtedness with respect to financedinsurance premiums not past due.

 

**Section 7.2.  NegativePledge**.  TheBorrower will not, and will not permit any of its Subsidiaries to, create,incur, assume or suffer to exist any Lien on any of its assets or property nowowned or hereafter acquired (including without limitation in the case of theBorrower, the capital stock of any Financial Institution Subsidiary), except:

 

(a)                                  Liens(if any) created in favor of the Lender pursuant to the Loan Documents;

 

(b)                                 PermittedEncumbrances;

 

(c)                                  Liensgranted to secure any Indebtedness incurred pursuant to Section 7.1(c) (as long as in the case of Section 7.1(c)(ii), such Lien shall only extendto those securities sold) and Section 7.1(e); and

 

(d)                                 extensions,renewals, or replacements of any Lien referred to in paragraphs (a), (b) and(c) of this Section.

 

**Section 7.3.**  **Fundamental Changes**.

 

(a)                                  TheBorrower will not, and will not permit any Subsidiary to, merge into orconsolidate into any other Person, or permit any other Person to merge into orconsolidate with it, or sell, lease, transfer or otherwise dispose of (in asingle transaction or a series of transactions) all or substantially all of itsassets (other than in the ordinary course of business) or all or substantiallyall of the stock of any of its Subsidiaries****or liquidateor dissolve; provided*,*that if atthe time thereof and immediately after giving effect thereto, no Default orEvent of Default shall have occurred and be continuing, (i) the Borroweror any Subsidiary may merge with a Person if the Borrower (or such Subsidiaryif the Borrower is not a party to such merger) is the surviving Person, (ii) anySubsidiary may sell, lease, transfer or dispose of its assets to the Borrower, (iii) anySubsidiary (other than a Financial Institution Subsidiary) may sell, lease,transfer or dispose of its assets to another Subsidiary and (iv) anySubsidiary (other than a Financial Institution Subsidiary) or the assets of anySubsidiary may be sold or otherwise transferred to a third party so long as theaggregate value of such assets and any such Subsidiary shall not exceed 

 

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$1,000,000 in anyfiscal year, provided, that any Subsidiary may sell loans, investmentsor other assets in the ordinary course of its business.

 

(b)                                 TheBorrower will not, and will not permit any of its Subsidiaries to, engage toany material extent in any business other than businesses of the type conductedby the Borrower and its Subsidiaries on the date hereof and businessesreasonably related thereto and any types of businesses that are expresslypermitted by any Governmental Authority having jurisdiction over the Borrowerand/or any Financial Institutions Subsidiary.

 

**Section 7.4.**  **Restricted Payments**.****Upon the occurrence and during the continuation of anyEvent of Default, the Borrower****will not,****and will not permit its Subsidiaries to,****declare or make, or agree to pay or make, directly orindirectly, any dividend on any class of its stock, or make any payment onaccount of, or set apart assets for a sinking or other analogous fund for, thepurchase, redemption, retirement, defeasance or other acquisition of, anyshares of common stock or Indebtedness subordinated to the Obligations of theBorrower or any options, warrants, or other rights to purchase such commonstock or such Indebtedness, whether now or hereafter outstanding, except thatany Subsidiary may pay dividends to the Borrower at any time and the Borrowermay accept shares of its common stock in satisfaction of the exercise price orany withholding tax obligation in connection with the exercise of any award underthe Borrower’s equity incentive plans.

 

**Section 7.5. Restrictive Agreements**.  The Borrower will not, and will not permitany Subsidiary to, directly or indirectly, enter into, incur or permit to existany agreement that prohibits, restricts or imposes any condition upon (a) theability of the Borrower or any Subsidiary to create, incur or permit any Lienupon any of its assets or properties, whether now owned or hereafter acquired,or (b) the ability of any Subsidiary to pay dividends or otherdistributions with respect to its common stock, to make or repay loans oradvances to the Borrower or any other Subsidiary, to guarantee Indebtedness ofthe Borrower or any other Subsidiary or to transfer any of its property orassets to the Borrower or any Subsidiary of the Borrower; provided, that(i) the foregoing shall not apply to restrictions or conditions imposed bylaw or by this Agreement or any other Loan Document, (ii) theforegoing shall not apply to customary restrictions and conditions contained inagreements relating to the sale of a Subsidiary pending such sale, providedsuch restrictions and conditions apply only to the Subsidiary that is sold andsuch sale is permitted hereunder, (iii) the foregoing shall not apply tocustomary market provisions relating to the issuance of any trust preferredsecurities by the Borrower or any Subsidiary of the Borrower and (iv) clause(a) shall not apply to customary provisions in leases restricting theassignment thereof.

 

**Section 7.6.  Investments, Etc** TheBorrower will not, and will not permit any of its Subsidiaries to, purchase,hold or acquire (including pursuant to any merger with any Person that was nota wholly-owned Subsidiary prior to such merger), any common stock, Indebtednessor other securities (including any option, warrant, or other right to acquireany of the foregoing) of, make or permit to exist any loans or advances to,Guarantee any obligations of, or make or permit to exist any investment or anyother interest in, any other Person (all of the foregoing being collectivelycalled “***Investments***”), or purchase orotherwise acquire (in one transaction or a series of transactions) any assetsof any other Person that constitute a business unit, except:

 

(a)                                  Investmentsexisting on the date hereof (including Investments in Subsidiaries) that havebeen disclosed to the Lender and/or that are set forth on the most currentfinancial statements that have been delivered to the Lender;

 

(b)                                 Investmentspurchased in the ordinary course of business by any Financial InstitutionSubsidiary;

 

(c)                                  Investmentsmade by the Borrower in or to any Subsidiary and by any Subsidiary in or to theBorrower or in or to another Subsidiary;

 

(d)                                 Investmentsmade for the purpose of making or consummating an Acquisition. provided, that (i) after giving effect to such Acquisition, no Default or Event of Default shallhave occurred and be continuing, (ii) such Acquisitions are undertaken inaccordance with all applicable laws, and (iii) the prior written consentor approval of such Acquisition of the board of directors or equivalentgoverning body of the Person being acquired. Upon the Borrower or anySubsidiary’s Investment of fifty percent or more of the voting stock any Personthat is a regulated financial institution, such Person shall become a FinancialInstitution Subsidiary for purposes of this Agreement;

 

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(e)                                  OtherInvestments permitted by applicable laws and regulations;

 

(f)                                    Investmentsrelating to the Borrower’s guarantee of any Indebtedness permitted under Section 7.1;

 

(g)                                 advancesin an aggregate amount not to exceed $100,000 outstanding at any time made by the Borrower and its Subsidiaries totheir respective employees for reimbursable expenses incurred or to be incurredby such employees in the ordinary course of performance of their authorizedduties;

 

(h)                                 Investmentsconsisting of amounts potentially due from a seller in an Acquisition that (i) relateto customary post-closing adjustments with respect to purchased loans and/orassumed deposit liabilities or other similar types of items that are typicallysubject to post-closing adjustments and (ii) are outstanding for a periodnot exceeding one hundred twenty days following the close of such Acquisition;and

 

(i)                                     Investmentsconsisting of Hedging Agreements entered into in the ordinary course of theBorrower’s business and not for speculative purposes.

 

**Section 7.7.  Sale and Leaseback Transactions**.  The Borrower will not, and will not permitany of the Subsidiaries to, enter into any arrangement, directly or indirectly,whereby it shall sell or transfer any property, real or personal, used oruseful in its business, whether now owned or hereinafter acquired, andthereafter rent or lease such property or other property that it intends to usefor substantially the same purpose or purposes as the property sold ortransferred.

 

**ARTICLE VIII**

 

**EVENTS OFDEFAULT**

 

**Section 8.1.  Eventsof Default**.** **If any of the following events(each an “Event of Default”) shall occur:

 

(a)                                  theBorrower shall fail to pay any principal of any Revolving Loan when and as thesame shall become due and payable, whether at the due date thereof or at a datefixed for prepayment or otherwise; or

 

(b)                                 theBorrower shall fail to pay any interest on any Revolving Loan or any fee or anyother amount (other than an amount payable under clause (a) of thisArticle) payable under this Agreement or any other Loan Document, when and asthe same shall become due and payable, and such failure shall continueunremedied for a period of three (3) days; or

 

(c)                                  anyrepresentation or warranty made or deemed made by or on behalf of the Borroweror any Subsidiary in or in connection with this Agreement or any other LoanDocument (including the Schedules attached thereto) and any amendments ormodifications hereof or waivers hereunder, or in any certificate, report,financial statement or other document submitted to the Lender by the Borroweror any representative of the Borrower pursuant to or in connection with thisAgreement shall prove to be incorrect in any material respect****when made or deemed made or submitted; or

 

(d)                                 theBorrower shall fail to observe or perform any covenant or agreement containedin Section 5.2, Section 5.3 (with respect to theBorrower’s existence), or Articles VI or VII; or

 

(e)                                  theBorrower shall fail to observe or perform any covenant or agreement contained (i) inthis Agreement (other than those referred to in clauses (a), (b) and (d) above),and such failure shall remain unremedied for 30 days after the earlier of(x) any officer of the Borrower becomes aware of such failure, or(y)  notice thereof shall have been given to the Borrower by the Lender orany Lender or (ii) in any other Loan Document (after taking intoconsideration any applicable grace periods); or

 

(f)                                    theBorrower or any Subsidiary (whether as primary obligor or as guarantor or othersurety) shall fail to pay any principal of or premium or interest on anyIndebtedness owed to the Bank (including 

 

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without limitationany Hedging Agreement or any letter of credit) in any amount or any otherIndebtedness owed to any other Person greater than $5,000,000 that isoutstanding, when and as the same shall become due and payable (whether atscheduled maturity, required prepayment, acceleration, demand or otherwise),and such failure shall continue after the applicable grace period, if any,specified in the agreement or instrument evidencing such Indebtedness; or anyother event shall occur or condition shall exist under any agreement orinstrument relating to such Indebtedness and shall continue after theapplicable grace period, if any, specified in such agreement or instrument, ifthe effect of such event or condition is to accelerate, or permit theacceleration of, the maturity of such Indebtedness (without regard to whethersuch holders or other Person shall have exercised or waived their right to doso); or any such Indebtedness shall be declared to be due and payable; orrequired to be prepaid or redeemed (other than by a regularly scheduledrequired prepayment or redemption), purchased or defeased, or any offer toprepay, redeem, purchase or defease such Indebtedness shall be required to bemade, in each case prior to the stated maturity thereof; or

 

(g)                                 theBorrower or any Subsidiary shall (i) commence a voluntary case or otherproceeding or file any petition seeking liquidation, reorganization or otherrelief under any federal, state or foreign bankruptcy, insolvency or othersimilar law now or hereafter in effect or seeking the appointment of acustodian, trustee, receiver, liquidator or other similar official of it or anysubstantial part of its property, (ii) consent to the institution of , orfail to contest in a timely and appropriate manner, any proceeding or petitiondescribed in clause (i) of this Section, (iii) apply for or consentto the appointment of a custodian, trustee, receiver, liquidator or othersimilar official for the Borrower or any such Subsidiary or for a substantialpart of its assets, (iv) file an answer admitting the material allegationsof a petition filed against it in any such proceeding, (v) make a generalassignment for the benefit of creditors, or (vi) take any action for thepurpose of effecting any of the foregoing; or

 

(h)                                 aninvoluntary proceeding shall be commenced or an involuntary petition shall befiled seeking (i) liquidation, reorganization or other relief in respectof the Borrower or any Subsidiary or its debts, or any substantial part of itsassets,  under any federal, state orforeign bankruptcy, insolvency or other similar law now or hereafter in effector (ii) the appointment of a custodian, trustee, receiver, liquidator orother similar official for the Borrower or any Subsidiary or for a substantialpart of its assets, and in any such case, such proceeding or petition shallremain undismissed for a period of 60 days or an order or decree approving orordering any of the foregoing shall be entered; or

 

(i)                                     theBorrower or any Subsidiary shall become unable to pay, shall admit in writingits inability to pay, or shall fail to pay, its debts as they become due; or

 

(j)                                     anERISA Event shall have occurred that, in the opinion of the Lender, when takentogether with other ERISA Events that are outstanding at such time, couldreasonably be expected to result in liability to the Borrower and theSubsidiaries in an aggregate amount exceeding $5,000,000; or

 

(k)**                                 **any****judgment or order for the payment of money in excess of$5,000,000 in the aggregate shall be rendered against the Borrower or anySubsidiary, and either (i) enforcement proceedings shall have beencommenced by any creditor upon such judgment or order or (ii) there shallbe a period of 30 consecutive days during which a stay of enforcement ofsuch judgment or order, by reason of a pending appeal or otherwise, shall notbe in effect; or

 

(l)                                     any****non-monetary****judgment ororder shall be rendered against the Borrower or any Subsidiary that wouldreasonably be expected to have a Material Adverse Effect, and there shall be aperiod of 30 consecutive days during which a stay of enforcement of suchjudgment or order, by reason of a pending appeal or otherwise, shall not be ineffect; or

 

(m)                               aChange in Control shall occur or exist; or

 

(n)                                 anyGovernmental Authority having regulatory authority over the Borrower or anySubsidiary shall impose any restriction upon the payment of dividends from anysuch Subsidiary to the Borrower; or

 

(o)                                 anyFinancial Institution Subsidiary shall cease for any reason to be an insuredbank under the Federal Deposit Insurance Act, as amended; or

 

23

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(p)                                 theFDIC or any other federal or state regulatory authority shall issue a cease anddesist order or take other action of a disciplinary or remedial nature againstthe Borrower or any Financial Institution Subsidiary and such order or otheraction would reasonably be expected to have a Material Adverse Effect or thereshall occur with respect to any Financial Institution Subsidiary any event thatis grounds for the required submission of a capital restoration plan under 12U. S. C. §1831o (e)(2) and the regulations thereunder; or

 

(p)                                 theBorrower or any Financial Institution Subsidiary shall enter into a writtenagreement with any Governmental Authority having regulatory authority over suchPerson that requires the payment of $5,000,000 or more and/or that imposes amaterial requirement or limitation on the operations or business of theBorrower or any such Financial Institution Subsidiary;

 

then, and in everysuch event (other than an event with respect to the Borrower or any Subsidiarydescribed in clause (g) or (h) of this Section) and at any timethereafter during the continuance of such event, the Lender may, by notice tothe Borrower, take any or all of the following actions, at the same ordifferent times**:** (i) terminate its Revolving Commitment; (ii) declarethe principal of and any accrued interest on the Revolving Loans, and all otherObligations owing hereunder, to be, whereupon the same shall become due andpayable immediately, without presentment, demand, protest or other notice ofany kind, all of which are hereby waived by the Borrower and (iii) exerciseall remedies contained in any other Loan Document; and that, if an Event ofDefault specified in either clause (g) or (h)  shall occur, theRevolving Commitment shall automatically terminate and the principal of theRevolving Loans then outstanding, together with accrued interest thereon, andall fees, and all other Obligations shall automatically become due and payable,without presentment, demand, protest or other notice of any kind, all of whichare hereby waived by the Borrower.

 

**ARTICLE IX**

 

**MISCELLANEOUS**

 

**Section 9.1.  Notices**.

 

(a)                                  Exceptin the case of notices and other communications expressly permitted to be givenby telephone, all notices and other communications to any party herein to beeffective shall be in writing and shall be delivered by hand or overnightcourier service, mailed by certified or registered mail or sent by telecopy, asfollows:

 

To the Borrower:                                                      GreeneCounty Bancshares, Inc.

100 North MainStreet

Greeneville,Tennessee 37743

 

Attn: R. StanPuckett

Telephone Number:(423) 278-3010

Telecopy Number:(423) 787-1235

 

With a copy to:                                                                                                             Bass,Berry & Sims PLC

315 DeadrickStreet, Suite 2700

Nashville,Tennessee 37238

 

Attn: Bob F.Thompson

Telephone Number:(615) 742-6262

Telecopy Number:(615) 742-2762

 

To the Lender:                                                                                                                  SunTrustBank

303 PeachtreeStreet, 3rd Floor

Atlanta, Georgia30308

 

Attn: Susan M.Thigpen, Director

Telephone Number:(404) 588-7270

Telecopy Number:(404) 581-1775

 

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Any party hereto may change its address or telecopy number for noticesand other communications hereunder by notice to the other parties hereto.  All such notices and other communicationsshall, when transmitted by overnight delivery, or faxed, be effective whendelivered for overnight (next-day) delivery, or transmitted in legible form by facsimilemachine, respectively, or if mailed, upon the third Business Day after the datedeposited into the mails or if delivered, upon delivery; provided, thatnotices delivered to the Lender shall not be effective until actually receivedby the Lender at its address specified in this Section 9.1.

 

(b)                                 Anyagreement of the Lender herein to receive certain notices by telephone orfacsimile is solely for the convenience and at the request of theBorrower.  The Lender shall be entitledto rely on the authority of any Person purporting to be a Person authorized bythe Borrower to give such notice and the Lender shall not have any liability tothe Borrower or other Person on account of any action taken or not taken by theLender in reliance upon such telephonic or facsimile notice.  The obligation of the Borrower to repay theRevolving Loans and all other Obligations hereunder shall not be affected inany way or to any extent by any failure of the Lender to receive writtenconfirmation of any telephonic or facsimile notice or the receipt by the Lenderof a confirmation which is at variance with the terms understood by the Lenderto be contained in any such telephonic or facsimile notice.

 

**Section 9.2.  Waiver; Amendments**.

 

(a)                                  Nofailure or delay by the Lender in exercising any right or power hereunder orany other Loan Document, and no course of dealing between the Borrower and theLender**,**shall operate as a waiver thereof,nor shall any single or partial exercise of any such right or power or any abandonmentor discontinuance of steps to enforce such right or power, preclude any otheror further exercise thereof or the exercise of any other right or powerhereunder or thereunder.  The rights andremedies of the Lender hereunder and under the other Loan Documents arecumulative and are not exclusive of any rights or remedies provided by law. Nowaiver of any provision of this Agreement or any other Loan Document or consentto any departure by the Borrower therefrom shall in any event be effective unlessthe same shall be permitted by paragraph (b) of this Section, and thensuch waiver or consent shall be effective only in the specific instance and forthe purpose for which given. Without limiting the generality of the foregoing,the making of a Revolving Loan shall not be construed as a waiver of anyDefault or Event of Default, regardless of whether the Lender may have hadnotice or knowledge of such Default or Event of Default at the time.

 

(b)                                 Noamendment or waiver of any provision of this Agreement or the other LoanDocuments, nor consent to any departure by the Borrower therefrom, shall in anyevent be effective unless the same shall be in writing and signed by theBorrower and the Lender and then such waiver or consent shall be effective onlyin the specific instance and for the specific purpose for which given.

 

**Section 9.3.  Expenses; Indemnification**.

 

(a)                                  TheBorrower shall pay (i) all reasonable, out-of-pocket costs and expenses ofthe Lender (including, without limitation, the reasonable fees, charges anddisbursements of outside counsel and the allocated cost of inside counsel) inconnection with the preparation and administration of the Loan Documents andany amendments, modifications or waivers thereof (whether or not thetransactions contemplated in this Agreement or any other Loan Document shall beconsummated), and (ii) all out-of-pocket costs and expenses (including,without limitation, the reasonable fees, charges and disbursements of outsidecounsel and the allocated cost of inside counsel) incurred by the Lender inconnection with the enforcement or protection of its rights in connection withthis Agreement, including its rights under this Section, or in connection withthe Revolving Loans made hereunder, including all such out-of-pocket expensesincurred during any workout, restructuring or negotiations in respect of suchRevolving Loans.

 

(b)                                 TheBorrower shall indemnify the Lender and each Affiliate of the Lender, and eachofficer, director, employee, agents and advisors of the Lender and eachAffiliate of the Lender (each, an “***Indemnitee***”)against, and hold each of them harmless from, any and all costs, losses,liabilities, claims, damages and related expenses, including the reasonablefees, charges and disbursements of any counsel for any Indemnitee, which may beincurred by any Indemnitee,  or assertedagainst any Indemnitee by the Borrower or any third Person, arising out of, inconnection with or as a result of (i) the execution or delivery of thisAgreement, any other Loan 

 

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Document or anyother agreement or instrument contemplated hereby or thereby, the performanceby the parties hereto or thereto of their respective obligations hereunder orthereunder or the consummation of any of the transactions contemplated herebyor thereby, (ii) any Revolving Loan or any actual or proposed use of theproceeds therefrom, (iii) the pledge of any “Collateral’ as defined in thePledge Agreement, (iv) any actual or alleged presence or release ofHazardous Materials on or from any property owned by the Borrower or anySubsidiary or any Environmental Liability related in any way to the Borrower orany Subsidiary****or (v) any actual orprospective claim, litigation, investigation or proceeding relating to any ofthe foregoing, whether brought by the Borrower or any third Person and whetherbased on contract, tort, or any other theory and regardless of whether anyIndemnitee is a party thereto; provided, * *that such indemnity shall not, asto any Indemnitee, be available to the extent that such losses, claims,damages, liabilities or related expenses (x) are determined by a court ofcompetent jurisdiction in a final and nonappealable judgment to have resultedfrom the gross negligence or willful misconduct of such Indemnitee or (y)result from a claim brought by the Borrower against an Indemnitee for materialbreach of such Indemnitee’s obligations hereunder or under any other LoanDocument, if the Borrower has obtained a final and nonappealable judgment inits favor on such claim as determined by a court of competent jurisdiction.

 

(c)                                  TheBorrower shall pay, and hold the Lender harmless from and against, any and allpresent and future stamp, documentary, and other similar taxes with respect tothis Agreement and any other Loan Documents, any collateral described therein,or any payments due thereunder, and save the Lender harmless from and againstany and all liabilities with respect to or resulting from any delay or omissionto pay such taxes.

 

(d)                                 Tothe extent permitted by applicable law, the Borrower shall not assert, andhereby waives, any claim against any Indemnitee, on any theory of liability,for special, indirect, consequential or punitive damages (as opposed to actualor direct damages) arising out of, in connection with or as a result of, thisAgreement or any agreement or instrument contemplated hereby, the transactionscontemplated therein, any Loan or the Letter of Credit or the use of proceedsthereof.

 

(e)                                  Allamounts due under this Section shall be payable promptly upon writtendemand.

 

**Section 9.4.**                                **Successors and Assigns**.

 

(a)                                  Theprovisions of this Agreement shall be binding upon and inure to the benefit ofthe parties hereto and their respective successors and assigns, except that theBorrower may not assign or transfer any of its rights hereunder without theprior written consent of the Lender (and any attempted assignment or transferby the Borrower without such consent shall be null and void).

 

(b)                                 TheLender may at any time assign to one or more assignees all or a portion of itsrights and obligations under this Agreement and the other Loan Documents(including all or a portion of its Revolving Commitment and the Revolving Loansat the time owing to it); provided, that the Borrower must give itsprior written consent (which consent shall not be unreasonably withheld ordelayed) to any assignment, except an assignment to an Affiliate of the Lenderor during the occurrence and continuation of a Default or an Event of Default.Upon the execution and delivery of an assignment agreement by the Lender andsuch assignee and payment by such assignee of an amount equal to the purchaseprice agreed between the Lender and such assignee, such assignee shall become aparty to this Agreement and the other Loan Documents and shall have the rightsand obligations of a Lender under this Agreement, and the Lender shall bereleased from its obligations hereunder to a corresponding extent.  Upon the consummation of any such assignmenthereunder, the Lender, the assignee and the Borrower shall make appropriatearrangements to have new Revolving Credit Notes issued to reflect suchassignment.

 

(c)                                  TheLender may at any time, without the consent of the Borrower, sellparticipations to one or more banks or other entities (a “Participant”)in all or a portion of the Lender’s rights and obligations under thisAgreement; provided*,*that (i) theLender’s obligations under this Agreement shall remain unchanged, (ii) theLender shall remain solely responsible to the other parties hereto for theperformance of its obligations hereunder, and (iii) the Borrower shallcontinue to deal solely and directly with the Lender in connection with theLender’s rights and obligations under this Agreement and the other LoanDocuments. Any agreement between the Lender and the Participant with respect tosuch participation shall provide that the Lender shall retain the sole rightand responsibility to enforce this Agreement and the other Loan Documents andthe right to approve any amendment, modification or waiver of this Agreementand the other Loan Documents; provided, that such participation 

 

26

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agreement mayprovide that such Lender will not, without the consent of the Participant,agree to any amendment, modification or waiver of this Agreement described inthe first proviso of Section 9.2(b) that affects theParticipant.  The Borrower agrees thateach Participant shall be entitled to the benefits of Sections 2.8, 2.9 and2.10 to the same extent as if it were a Lender hereunder and hadacquired its interest by assignment pursuant to paragraph (b); provided,that no Participant shall be entitled to receive any greater payment under Section 2.10than the Lender would have been entitled to receive with respect to theparticipation sold to such Participant unless the sale of such participation ismade with the Borrower’s prior written consent.

 

(d)                                 TheLender may at any time pledge or assign a security interest in all or anyportion of its rights under this Agreement and the Revolving Credit Note tosecure its obligations to a Federal Reserve Bank without complying with thisSection; provided, that no such pledge or assignment shall release theLender from any of its obligations hereunder or substitute any such pledgee orassignee for such Lender as a party hereto.

 

**Section 9.5.****                                GoverningLaw; Jurisdiction; Consent to Service of Process**.

 

(a)                                  ThisAgreement and the other Loan Documents shall be construed in accordance withand be governed by the law (without giving effect to the conflict of lawprinciples thereof) of the State of Georgia**.**

 

(b)                                 TheBorrower hereby irrevocably and unconditionally submits, for itself and itsproperty, to the non-exclusive jurisdiction of any Federal and/or state courtlocated in the State of Georgia and any appellate court from any thereof, inany action or proceeding arising out of or relating to this Agreement or anyother Loan Document or the transactions contemplated hereby or thereby, or forrecognition or enforcement of any judgment, and each of the parties heretohereby irrevocably and unconditionally agrees that all claims in respect of anysuch action or proceeding may be heard and determined in such Georgia statecourt or, to the extent permitted by applicable law, such Federal court. Eachof the parties hereto agrees that a final judgment in any such action orproceeding shall be conclusive and may be enforced in other jurisdictions bysuit on the judgment or in any other manner provided by law. Nothing in thisAgreement or any other Loan Document shall affect any right that the Lender mayotherwise have to bring any action or proceeding relating to this Agreement orany other Loan Document against the Borrower or its properties in the courts ofany jurisdiction.

 

(c)                                  TheBorrower irrevocably and unconditionally waives any objection which itmay now or hereafter have to the laying of venue of any such suit, actionor proceeding described in paragraph (b) of this Section and broughtin any court referred to in paragraph (b) of this Section. Each of theparties hereto irrevocably waives, to the fullest extent permitted byapplicable law, the defense of an inconvenient forum to the maintenance of suchaction or proceeding in any such court.

 

(d)                                 Eachparty to this Agreement irrevocably consents to the service of process in themanner provided for notices in Section 9.1.  Nothing in this Agreement or in any otherLoan Document will affect the right of any party hereto to serve process in anyother manner permitted by law.

 

**Section 9.6.  WAIVER OF JURY TRIAL**.  EACH PARTY HERETO IRREVOCABLY WAIVES, TO THEFULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO ATRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OFTHIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATEDHEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

 

**Section 9.7.   Right of Setoff**.  In addition to any rights now or hereaftergranted under applicable law and not by way of limitation of any such rights,the Lender shall have the right, at any time or from time to time upon theoccurrence and during the continuance of an Event of Default, without priornotice to the Borrower, any such notice being expressly waived by the Borrowerto the extent permitted by applicable law, to set off and apply against alldeposits (general or special, time or demand, provisional or final) of theBorrower at any time held or other obligations at any time owing by the Lenderto or for the credit or the account of the Borrower against any and allObligations held by the Lender, irrespective of whether the Lender shall havemade demand hereunder and although such Obligations may be unmatured.  The Lender agrees promptly to notify theBorrower after any such set-off and any application made by the Lender; provided,that the failure to give such notice shall not affect the validity of suchset-off and application.

 

27

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**Section 9.8.   Counterparts; Integration**.  This Agreement may be executed by one or moreof the parties to this Agreement on any number of separate counterparts(including by telecopy), and all of said counterparts taken together shall bedeemed to constitute one and the same instrument. This Agreement, the otherLoan Documents, and any separate letter agreement(s) relating to any feespayable to the Lender constitute the entire agreement among the parties heretoand thereto regarding the subject matters hereof and thereof and supersede allprior agreements and understandings, oral or written, regarding such subjectmatters.

 

**Section 9.9.  Survival**. Allcovenants, agreements, representations and warranties made by the Borrowerherein and in the certificates or other instruments delivered in connectionwith or pursuant to this Agreement shall be considered to have been relied uponby the other parties hereto and shall survive the execution and delivery ofthis Agreement and the making of any Revolving Loans, regardless of anyinvestigation made by any such other party or on its behalf and notwithstandingthat the Lender may have had notice or knowledge of any Default or incorrectrepresentation or warranty at the time any credit is extended hereunder, andshall continue in full force and effect as long as the principal of or anyaccrued interest on any Revolving Loan or any fee or any other amount payableunder this Agreement is outstanding and unpaid and so long as the RevolvingCommitment has not expired or terminated. The provisions of Sections 2.10 and 9.3 shall survive andremain in full force and effect regardless of the consummation of thetransactions contemplated hereby, the repayment of the Revolving Loans, theexpiration or termination of the Revolving Commitment or the termination ofthis Agreement or any provision hereof. All representations and warranties made herein, in the certificates,reports, notices, and other documents delivered pursuant to this Agreementshall survive the execution and delivery of this Agreement and the other LoanDocuments, and the making of the Revolving Loans.

 

**Section 9.10.  Severability**.  Any provision of this Agreement or any otherLoan Document held to be illegal, invalid or unenforceable in any jurisdiction,shall, as to such jurisdiction, be ineffective to the extent of suchillegality, invalidity or unenforceability without affecting the legality,validity or enforceability of the remaining provisions hereof or thereof; andthe illegality, invalidity or unenforceability of a particular provision in a particularjurisdiction shall not invalidate or render unenforceable such provision in anyother jurisdiction.

 

**Section 9.11.  Interest Rate Limitation**.  Notwithstanding anything herein to thecontrary, if at any time the interest rate applicable to any Revolving Loan,together with all fees, charges and other amounts which may be treated asinterest on such Revolving Loan under applicable law (collectively, the “***Charges***”), shall exceed the maximumlawful rate of interest (the “***Maximum Rate***”)which may be contracted for, charged, taken, received or reserved by the Lenderin accordance with applicable law, the rate of interest payable in respect ofsuch Loan hereunder, together with all Charges payable in respect thereof,shall be limited to the Maximum Rate and, to the extent lawful, the interestand Charges that would have been payable in respect of such Revolving Loan butwere not payable as a result of the operation of this Section shall becumulated and the interest and Charges payable to the Lender in respect ofother Revolving Loans or periods shall be increased (but not above the MaximumRate therefor) until such cumulated amount, together with interest thereon atthe Federal Funds Rate to the date of repayment, shall have been received bythe Lender.

 

**[Remainderof Page Intentionally Left Blank]**

 

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**INWITNESS WHEREOF**, the parties hereto have caused thisAgreement to be duly executed under seal in the case of the Borrower by theirrespective authorized officers as of the day and year first above written.

 
| ** ** | ** ** | **GREENE COUNTY BANCSHARES, INC.** |
|------------|------------|------------------------------------|
|       |       |                               |   |
|       |       | By                                 | /s/ Stan Puckett |   |
|       |       |                               | Name: Stan Puckett |
|       |       |                               | Title: Chairman of the Board and Chief Executive  Officer |
|       |       |                               |
|       |       |                               |   |
|       |       | [SEAL]                             |
|       |       |                               |   |
| ** ** | ** ** | **SUNTRUST BANK**                  |
| ** ** | ** ** | ** **                         |   |
|       |       |                               |   |
|       |       | By                                 | /s/ Susan M. Thigpen |   |
|       |       |                               | Name: Susan M. Thigpen |
|       |       |                               | Title: Director |
|            |            |                                    |  |  |  |

 

29

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**SCHEDULE  4.12**

 

### FINANCIAL INSTITUTION SUBSIDIARIES

###  

| ** **         | ** ** | **OWNERSHIP% BY** | ** ** | **JURISDICTION OF** | ** ** |
|--------------------|------------|-------------------|------------|---------------------|------------|
| **Name**           | ** ** | **Borrower**      | ** ** | **Incorporation**   | ** ** |
|               |       |              |       |                |       |
| Greene County Bank |       |              | 100%       |                | Tennessee  |   |
|                    |            |                   |            |                     |            |  |

 

**OTHERSUBSIDIARIES**

 
| Fairway Title Company                   |   |   | 100%                      |   | Tennessee |   |
|-----------------------------------------|--------|--------|---------------------------|--------|-----------|--------|
|                                    |   |   |                      |   |      |   |
| GCB Acceptance  Corporation             |   |   | 100%                      |   | Tennessee |   |
|                                    |   |   |                      |   |      |   |
| Superior Financial  Services, Inc. |   |   | 100%                      |   | Tennessee |   |
|                                    |   |   |                      |   |      |   |
| Greene County Capital  Trust I          |   |   | 100% of common securities |   | Delaware  |   |
|                                    |   |   |                      |   |      |   |
| Greene County Capital  Trust II         |   |   | 100% of common securities |   | Delaware  |   |

 

1

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**SCHEDULE 7.1**

 

**OUTSTANDING INDEBTEDNESS**

 

1. $1,800,000 term loan from SunTrust Bank due on October 31, 2006

 

1

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**EXHIBIT A**

 

**REVOLVING CREDIT NOTE**

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

 

FOR VALUE RECEIVED, the undersigned, GREENE COUNTYBANCSHARES, INC.,  a Tennessee corporation(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    , 2005 (as the same may be amended,supplemented or otherwise modified from time to time, the *“**Credit Agreement**”*), between the Borrower and theLender, the lesser of the principal sum of Thirty Five Million and no/100Dollars ($35,000,000), which amount shall automatically reduce to FifteenMillion and no/100 Dollars ($15,000,000) on November 30, 2005 inaccordance with the terms of the Credit Agreement, and the aggregate unpaidprincipal amount of all Revolving Loans made by the Lender to the Borrowerpursuant to the Credit Agreement, in lawful money of the United States ofAmerica in immediately available funds, and to pay interest from the datehereof on the principal amount thereof from time to time outstanding, in likefunds, at said office, at the rate or rates per annum and payable on such datesas provided in the Credit Agreement.  Inaddition, should legal action or an attorney-at-law be utilized to collect anyamount due hereunder, the Borrower further promises to pay all costs ofcollection, including the reasonable 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:                            |   |
|   |                           | Name: |
|   |                           | Title: |
|   | [SEAL]                         |

 

A-1

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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** | ** ** |
|----------|------------|------------------------------|------------|----------------------------|------------|-----------------------------------------|------------|--------------------------------------|------------|
|     |       |                         |       |                       |       |                                    |       |                                 |       |
|     |       |                         |       |                       |       |                                    |       |                                 |       |
|     |       |                         |       |                       |       |                                    |       |                                 |       |
|     |       |                         |       |                       |       |                                    |       |                                 |       |
|     |       |                         |       |                       |       |                                    |       |                                 |       |

 

A-2

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**EXHIBIT 2.2**

 

SunTrust Bank

303 Peachtree Street, 3rd Floor

Atlanta, Georgia 30308

 

Attention:

 

Dear Sirs:

 

Reference is made to the Revolving Credit Agreementdated as of August    , 2005 (as amended and in effect onthe date hereof, the “Credit Agreement”), between the undersigned, as Borrower,and SunTrust Bank, as Lender.  Termsdefined in the Credit Agreement are used herein with the same meanings.  This notice constitutes a Notice ofBorrowing, and the Borrower hereby requests a Revolving Loan under the CreditAgreement, and in that connection the Borrower specifies the followinginformation with respect to the Revolving Loan requested hereby:

 

(A)                              Principalamount of Revolving Loan:

 

(B)                                Dateof Revolving Loan (which is a Business Day): 

 

(C)                                Purpose(if larger than $2,500,000):

 

(D)                               Locationand number of Borrower’s account to which proceeds of Revolving Loan are to bedisbursed:

 

The Borrower hereby represents and warrants that theconditions specified in paragraphs (a), (b) and (c) of Section 3.2of the Credit Agreement are satisfied.

 
|   | Very truly yours,              |
|--------|--------------------------------|
|   |                           |
|   | GREENE COUNTY BANCSHARES, INC. |
|   |                           |
|   | By:                            |   |
|   |                           | Name: |
|   |                           | Title: |

 

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