Exhibit 10.9







REPLACEMENT

REVOLVING
CREDIT NOTE








	
      $1,000,000.00
	
      June
      30, 2004

      Atlanta,
      Georgia 







FOR
VALUE RECEIVED, the
undersigned, COMMUNITY BANKSHARES, INC., a Georgia corporation (the “Borrower”),
hereby promises to pay to the order of SUNTRUST BANK, a Georgia banking
corporation (the “Bank”), at its Principal Office located at 25 Park Place,
Atlanta, Georgia, the principal amount of ONE MILLION AND NO/100THS DOLLARS
($1,000,000.00) or so much thereof as may be from time to time disbursed
hereunder, in lawful money of the United States and in immediately available
funds. This Note is executed and delivered as a renewal of the Revolving Credit
under the Loan Agreement hereinafter defined and shall renew, modify and replace
that certain Replacement Revolving Credit Note in the maximum principal amount
of $1,000,000.00 by and between Borrower and Bank dated May 31, 2003. Upon
execution and delivery of this Note by Borrower to Lender, this Note shall
evidence Borrower’s obligation to Lender in regard to the Revolving
Credit.




Prior to
the Revolving Maturity Date, the Borrower may request Advances to be made
pursuant to this Note and repay such Advances in accordance with the Amended and
Restated Revolving Credit/Term Loan Agreement dated as of July 31, 2000 between
Borrower and Bank (as modified, amended, supplemented or restated from time to
time, the “Prior Loan Agreement”). Interest shall accrue and be paid upon such
Advances in accordance with the Prior Loan Agreement. Accrued but unpaid
interest shall be payable on the last day of each consecutive three month period
commencing July 31, 2004 and on the Revolving Maturity Date. The entire
principal balance shall be due and payable on the Revolving Maturity
Date.




Any
amount of principal hereof which is not paid when due (giving effect to any
applicable grace period), whether at stated maturity, by acceleration, or
otherwise, shall bear interest from the date when due until said principal
amount is paid in full, payable on demand, at a rate per annum equal at all
times to two percent (2%) above the rate which would otherwise be applicable.
Any change in the interest rate resulting from a change in the Prime Rate shall
be effective at the beginning of the day on which such change in the Prime Rate
shall become effective.




If any
payment under this Note becomes due and payable on a day other than a Business
Day, the maturity thereof shall be extended to the next succeeding Business Day,
and interest shall be payable thereon at the rate herein specified during such
extension.




The Prior
Loan Agreement, among other things, contains provisions for acceleration of the
maturity of this Note upon the happening of certain stated events. This Note is
secured by a Security Agreement referred to in the Prior Loan Agreement,
reference to which is hereby made for a description of the collateral provided
for under the Security Agreement and the rights of the Borrower and the Bank
with respect to such collateral.























 

 In
addition to and not in limitation of the foregoing and the provisions of the
Prior Loan Agreement, the Borrower further agrees to pay all expenses of
collection, including reasonable attorneys’ fees, if this Note shall be
collected by law or through an attorney at law, or in bankruptcy, receivership,
or other court proceedings.




This Note
renews and replaces the Revolving Credit Note referred to in the Prior Loan
Agreement. Reference is hereby made to the Prior Loan Agreement for rights and
obligations of payment and prepayment, collateral security, Events of Default
and the rights of acceleration of the maturity thereof. Any capitalized terms
not otherwise defined herein are used with the meaning given such terms in the
Prior Loan Agreement.




TIME IS
OF THE ESSENCE UNDER THIS NOTE. This Note has been delivered in Atlanta,
Georgia, and shall be governed by and construed under the laws of
Georgia.




PRESENTMENT,
PROTEST, AND NOTICE OF DISHONOR ARE HEREBY WAIVED BY THE BORROWER.







IN
WITNESS WHEREOF, the
Borrower has caused this Note to be executed under seal and delivered by its
duly authorized officer as of the date first above written.








	 	
      COMMUNITY
      BANKSHARES, INC.

	 	 
	 	
      By:  
      /s/ J. Alton Wingate    

	 	 
	 	
          Title:
      President and CEO

	 	 
	 	
      And: 
      /s/ Harry L. Stephens    

	 	 
	 	
          Title:
      EVP and CFP

	 	 
	 	 






 

 

 

 

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