Exhibit 10.1


 


EXECUTION
COPY


 


 


REVOLVING
CREDIT AGREEMENT


 


 


dated as of August 30,
2005


 


 


between


 


 


GREENE
COUNTY BANCSHARES, INC.


as Borrower


 


 


and


 


 


SUNTRUST
BANK


as Lender


 





















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
  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

  
				



 


i





















 


	
  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

  	
   

  



 


ii





















 


REVOLVING
CREDIT AGREEMENT


 


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


 


W I T N E S S E T H:


 


WHEREAS, the
Borrower has requested the Lender, and the Lender has agreed, subject to the
terms and conditions of this Agreement, to establish a 364-day revolving credit
facility 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 mutual
covenants herein contained, the Borrower and the Lender agree as follows:


 


ARTICLE I


 


DEFINITIONS;
CONSTRUCTION


 


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


 


“Acquisition” shall mean any
transaction or a series of related transactions for the purpose of, or
resulting, directly or indirectly, in (a) the acquisition of all or
substantially all of the assets of a Person, or of any business or division of
any Person, (b) the acquisition of greater than 50% of the capital stock,
partnership interest, membership interest or other equity of any Person, or
otherwise causing a Person to become a Subsidiary, or (c) a merger or
consolidation of, or any other combination with, another Person (other than a
Person that is a Subsidiary), provided that the Borrower or any Subsidiary is
the surviving entity.


 


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


 


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


 


“Base Rate” shall mean the higher of (i) the
per annum rate which the Lender publicly announces from time to time to be its
prime lending rate, as in effect from time to time, and (ii) the Federal
Funds Rate, as in effect from time to time, plus one-half
of one percent (0.50%). The Lender’s prime lending rate is a reference rate and
does not necessarily represent the lowest or best rate charged to
customers.  The Lender may make
commercial loans or other loans at rates of interest at, above or below the Lender’s
prime lending rate.  Each change in the
Lender’s prime lending rate shall be effective from and including the date such
change is publicly announced as being effective.


 


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


 


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


 


1





















 


“Change in Control” shall mean (a) with
respect to the Borrower,  the occurrence
of one or more of the following events: (i) any sale, lease, exchange or
other transfer (in a single transaction or a series of related transactions) of
all 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 of
the Securities and Exchange Commission thereunder in effect on the date
hereof),  (ii) the acquisition of
ownership, 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 of
the Securities and Exchange Commission thereunder as in effect on the date
hereof) of 50%  or more of the
outstanding shares of the voting stock of the Borrower or (iii) occupation
of a majority of the seats (other than vacant seats) on the board of directors
of the Borrower by Persons who were neither (A) nominated by the current
board of directors or (B) appointed by directors so nominated, or (b) the
Borrower shall own, directly or indirectly, less than 100% of the voting stock
of any Financial Institution Subsidiary.


 


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


 


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


 


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


 


“Commitment Termination Date” shall
mean August 29, 2006, or such later date as the Revolving Commitment has
been extended pursuant to Section 2.3, or
earlier 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 having
ordinary voting power for the election of directors (or persons performing
similar functions) of a Person or (ii) direct or cause the direction of
the management and policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. The terms “Controlling”, “Controlled
by”, and “under common Control with”
have meanings correlative thereto.


 


“Default” shall mean any condition or
event that, with the giving of notice or the lapse of time or both, would
constitute an Event of Default.


 


“Default Interest” shall have the
meaning set forth in Section 2.5(b).


 


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


 


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


 


“Environmental Laws” shall mean all
laws, rules, regulations, codes, ordinances, orders, decrees, judgments,
injunctions, notices or binding agreements issued, promulgated or entered into
by or with any applicable Governmental Authority, relating in any way to the
environment, preservation or reclamation of natural resources, the management,
Release or threatened Release of any Hazardous Material or to health and safety
matters.


 


“Environmental Liability” shall mean
any liability  (including any liability
for damages, costs of environmental investigation and remediation, costs of
administrative oversight, fines, natural resource damages, penalties or
indemnities), of the Borrower or any Subsidiary directly or indirectly
resulting from or based upon (a) any violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of
any Hazardous Materials, (c) any exposure to any Hazardous Materials, (d) the
Release or threatened 


 


2





















 


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


 


“ERISA” shall mean the Employee
Retirement Income Security Act of 1974, as amended from time to time, and any
successor statute.


 


“ERISA Affiliate” shall mean any
trade or business (whether or not incorporated), which, together with the
Borrower, is treated as a single employer under Section 414(b) or (c) of
the 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 the
Code.


 


“ERISA Event” shall
mean (a) any “reportable event”, as defined in Section 4043 of ERISA
or the regulations issued thereunder with respect to a Plan (other than an
event for which the 30-day notice period is waived); (b) the existence
with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412
of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of
ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Borrower or any of its
ERISA Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Borrower or any ERISA
Affiliate from the PBGC or a plan administrator appointed by the PBGC of any
notice relating to an intention to terminate any Plan or Plans or to appoint a
trustee to administer any Plan; (f) the incurrence by the Borrower or any
of its ERISA Affiliates of any liability with respect to the withdrawal or
partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt
by the Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.


 


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


 


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


 


“Event of Default” shall have the
meaning provided in Article VIII.


 


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


 


“Financial Institution Subsidiary” shall
mean each of (a) Greene County Bank., a Tennessee-chartered commercial
bank,  and (b) each other Subsidiary
of the Borrower hereafter formed or acquired that is a regulated financial
institution.


 


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


 


 “FR Report Y-9C” shall mean the “Consolidated
Financial Statements for Bank Holding Companies-FR Y-9C” submitted by the
Borrower 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 CFR
225.5(b)], or any successor or similar replacement report.


 


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


 


3





















 


Company Act (12
U.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 accepted
accounting principles in the United States applied on a consistent basis and
subject to the terms of Section 1.2.


 


“Governmental Authority” shall mean
the government of the United States of America or any political subdivision
thereof, 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 functions
of or pertaining to government.


 


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


 


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


 


“Indebtedness” of any Person shall
mean, without duplication (i) all obligations of such Person for borrowed
money, (ii) all obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments, (iii) all obligations of such Person
in respect of the deferred purchase price of property or services (other than
trade payables incurred in the ordinary course of business), (iv) all
obligations of such Person under any conditional sale or other title retention
agreement(s) relating to property acquired by such Person, (v) all
obligations of such Person under capital leases and all monetary obligations of
such Person under Synthetic Leases, (vi) all obligations, contingent or
otherwise, of such Person in respect of letters of credit, acceptances or
similar extensions of credit, (vii) all guarantees by such Person of
Indebtedness of others, (viii) all Indebtedness of a third party secured
by any Lien on property owned by such Person, whether or not such Indebtedness
has been assumed by such Person, (ix) all obligations of such Person,
contingent or otherwise, to purchase, redeem, retire or otherwise acquire for
value any common stock of such Person, and (x) all net obligations incurred by
such Person under Hedging Agreements.


 


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


 


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


 


(ii)                                  if
any 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 such
Interest Period would end on the next preceding Business Day;


 


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


 


(iv)                              no
Interest Period may extend beyond the Commitment Termination Date.


 


“Investments” shall have the meaning set
forth in Section 7.6 hereof.


 


4





















 


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


 


(i) the
rate per annum for deposits in Dollars for a period equal to such Interest
Period on that page of the Telerate, Reuters or Bloomberg reporting
services  (whichever one is then
currently being used by Lender for quotations in Dollars) which displays the
British Bankers’ Association Interest Settlement Rates for deposits in Dollars
as of 11:00 a.m. (London, England time) on the day that is two Business
Days prior to the first day of the Interest Period, or if such page or
service shall cease to be available, such other page or such other service
(as the case may be) for the purpose of displaying British Bankers’ Association
Interest Settlement Rates for Dollars as the Lender, in its discretion, shall
select; provided, that if the Lender determines that the relevant foregoing
sources are unavailable for the relevant Interest Period, LIBOR shall mean the
rate of interest determined by the Lender to be the average (rounded upward, if
necessary, to the nearest 1/100th of 1%) of the rates per annum at
which deposits in Dollars are offered to the Lender two (2) Business Days
preceding the first day of such Interest Period by leading banks in the London
interbank market as of 10:00 a. m. (Atlanta, Georgia time) for delivery on the
first day of such Interest Period and for the number of days comprised therein,
divided by


 


(ii) a percentage
equal to 1.00 minus the maximum reserve
percentages (including any emergency, supplemental, special or other marginal
reserves) expressed as a decimal (rounded upward to the next 1/100th of 1%) in
effect on any day to which the Lender is subject with respect to any LIBOR loan
pursuant to regulations issued by the Board of Governors of the Federal Reserve
System with respect to eurocurrency funding (currently referred to as “eurocurrency
liabilities” under Regulation D).  This
percentage will be adjusted automatically on and as of the effective date of
any 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 the
practical effect of the foregoing or any preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever
(including any conditional sale or other title retention agreement and any
capital 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 into
with Lender in connection with the Indebtedness under this Agreement or the
Revolving Credit Note and any and all other instruments, agreements, documents
and 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, or
governmental investigation or proceeding), whether singly or in conjunction
with 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 operations
or financial condition of the Borrower and the Borrower and its Subsidiaries
taken as a whole, (ii) the ability of the Borrower to perform any of its
obligations under the Loan Documents, (iii) the rights and remedies of the
Lender under any of the Loan Documents or (iv) the legality, validity or
enforceability of any of the Loan Documents.


 


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


 


“Nonperforming
Assets” shall mean the sum of (a) Nonperforming
Loans, (b) nonaccrual investment securities and (c) Other Real Estate
Owned (determined in accordance with, and as set forth on, Borrower’s FR Report
Y-9C).


 


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“Nonperforming
Loans” shall mean the sum of (a) nonaccrual loans
and lease financing receivables, (b) loans and lease financing receivables
that are contractually past due 90 days or more as to interest or principal and
are still accruing interest and (c) loans for which the terms have been
modified 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 the
meaning as set forth in Section 2.2.


 


“Obligations” shall mean all amounts
owing by the Borrower to the Lender pursuant to or in connection with this
Agreement or any other Loan Document, including without limitation, all
principal, interest (including any interest accruing after the filing of any
petition in bankruptcy or the commencement of any insolvency, reorganization or
like proceeding relating to the Borrower, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding), all
reimbursement obligations,  all net
obligations under Hedging Agreements, fees, expenses, indemnification and
reimbursement payments, costs and expenses (including all fees and expenses of
counsel to the Lender incurred pursuant to this Agreement or any other Loan
Document), whether direct or indirect, absolute or contingent, liquidated or
unliquidated, now existing or hereafter arising hereunder or thereunder,
together with all renewals, extensions, modifications or refinancings thereof.


 


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


 


“Participant” shall have the meaning
set forth in Section 9.4(c).


 


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


 


“PBGC”  shall mean the Pension Benefit
Guaranty Corporation referred to and defined in ERISA, and any successor entity
performing similar functions.


 


 “Permitted Encumbrances”
shall mean


 


(i)                                     Liens
imposed by law for taxes not yet due (or, with respect to real property taxes
only, not yet delinquent) or which are being contested in good faith by
appropriate proceedings and with respect to which adequate reserves are being
maintained in accordance with GAAP;


 


(ii)                                  statutory
Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen
and other Liens imposed by law created in the ordinary course of business for
amounts not yet due or which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves are being maintained in
accordance with GAAP;


 


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


 


(iv)                              deposits
to secure the performance of bids, trade contracts, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations
of a like nature, in each case in the ordinary course of business;


 


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


 


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


 


6





















 


and do not
materially detract from the value of the affected property or materially
interfere with the ordinary conduct of business of the Borrower and its
Subsidiaries taken as a whole;


 


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


 


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


 


“Plan” means any employee pension
benefit plan (other than a Multiemployer Plan) subject to the provisions of
Title 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 such
plan were terminated, would under Section 4069 of ERISA be deemed to be)
an “employer” as defined in Section 3(5) of ERISA.


 


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


 


“Regulation D” shall mean
Regulation D of the Board of Governors of the Federal Reserve System, as
the 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 any
building, structure, facility or fixture.


 


“Responsible Officer” shall mean any
of the president, the chief executive officer, the chief operating officer, the
chief financial officer, the treasurer or a vice president of the Borrower or
such other representative of the Borrower as may be designated in writing by
any one of the foregoing with the consent of the Lender; and, with respect to
the financial covenants only, the principal financial or accounting officer of
the Borrower.


 


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


 


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


 


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


 


“Subsidiary” shall mean, with respect
to any Person (the “parent”), any corporation,
partnership, joint venture, limited liability company, association or other
entity the accounts of which would be consolidated with those of the parent in
the parent’s consolidated financial statements if such financial statements
were prepared in accordance with GAAP as of such date, as well as any other
corporation, partnership, joint venture, limited liability company, association
or other entity (i) of which securities or other ownership interests
representing more than 30% of the equity or more than 30% of the ordinary
voting power, or in the case of a partnership, more than 30% of the general
partnership interests are, as of such date, owned, Controlled or held, or (ii) that
is, as of such date, otherwise Controlled, by the parent or one or more
subsidiaries of the parent or by the parent and one or more subsidiaries of the
parent. Unless otherwise indicated, all references to “Subsidiary” hereunder
shall mean a Subsidiary of the Borrower.


 


“Synthetic Lease” of any Person shall
mean (a) a lease designed to have the characteristics of a loan for
federal income tax purposes while obtaining operating lease treatment for
financial accounting purposes, or (b) an agreement for the use or
possession of property creating obligations that are not required to appear on
the balance sheet of such Person but which, upon the insolvency or bankruptcy
of such Person would be characterized by a court of competent jurisdiction as
indebtedness of such Person.


 


7





















 


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


 


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


 


“Total Tangible Assets” shall mean, as of any
date, the total assets of the Borrower and its Subsidiaries that would be
reflected on the Borrower’s consolidated balance sheet as of such date prepared
in accordance with GAAP, minus the
amount of all assets of the Borrower and its Subsidiaries that would be
classified as intangible assets (including without limitation goodwill and net
core deposit intangible) on the Borrower’s consolidated balance sheet as of
such date prepared in accordance with GAAP.


 


“Withdrawal Liability” shall mean
liability to a Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are defined in Part I
of 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 determinations
hereunder shall be made, and all financial statements required to be delivered
hereunder shall be prepared, in accordance with GAAP as in effect from time to
time, applied on a basis consistent (except for such changes approved by the
Borrower’s independent registered public accounting firm) with the most recent
audited consolidated financial statement of the Borrower delivered pursuant to Section 5.1(a);
provided, that if the Borrower notifies the Lender that the Borrower
wishes to amend any covenant in Article VI to eliminate the effect of any
change in GAAP on the operation of such covenant (or if the Lender notifies the
Borrower that it wishes to amend Article VI for such purpose), then the
Borrower’s compliance with such covenant shall be determined on the basis of
GAAP in effect immediately before the relevant change in GAAP became effective,
until either such notice is withdrawn or such covenant is amended in a manner
satisfactory to the Borrower and the Lender.


 


Section 1.3. 
Terms Generally.  The definitions of terms herein
shall 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 a
specified date to a later specified date, the word “from” means “from and
including” and the word “to” means “to but excluding”. Unless the context
requires otherwise (i) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as it was originally executed or as it
may from time to time be amended, supplemented or otherwise modified (subject
to any restrictions on such amendments, supplements or modifications set forth
herein), (ii) any reference herein to any Person shall be construed to
include such Person’s successors and permitted assigns, (iii) the words “hereof”,
“herein” and “hereunder” and words of similar import shall be construed to
refer to this Agreement as a whole and not to any particular provision hereof, (iv) all
references to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles, Sections, Exhibits and Schedules to this
Agreement and (v) all references to a specific time shall be construed to
refer to the time in the city and state of the Lender’s principal office,
unless otherwise indicated.


 


ARTICLE II


 


AMOUNT
AND TERMS OF THE REVOLVING COMMITMENT


 


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


 


8





















 


(b)                                 The
Borrower’s obligation to pay the principal of, and interest on, Revolving Loans
shall be evidenced by the records of the Lender and by the Revolving Credit
Note.  The entries made in such records
and/or on the schedule annexed to the Revolving Credit Note, absent
manifest error,  shall be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded; provided,
that the failure or delay of the Lender in maintaining or making entries into
any such record or on such schedule or any error therein shall not in any
manner affect the obligation of the Borrower to repay the Revolving Loans (both
principal and unpaid accrued interest) in accordance with the terms of this
Agreement.


 


Section 2.2.   Procedure for Revolving
Loans.  The Borrower shall
give the Lender written notice (or telephonic notice promptly confirmed in
writing) 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 shall
specify: (i) the principal amount of the Revolving Loan, (ii) the
proposed 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 is
satisfactory to the Lender).  The
aggregate 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 to
the amount of the unused Revolving Commitment. Upon the satisfaction of the
applicable conditions set forth in Article III hereof, the Lender will
make the proceeds of each Revolving Loan available to the Borrower at the
Payment Office on the date specified in the applicable Notice of Borrowing by
crediting an account maintained by the Borrower with the Lender or at the
Borrower’s option, by effecting a wire transfer of such amount to an account
designated by the Borrower to the Lender.


 


Section 2.3.  Optional Reduction and Termination and/or
Extension of Revolving Commitment.


 


(a)                                  The
Revolving Commitment shall terminate on the Commitment Termination Date; provided,
that the Commitment Termination Date may be extended by the Lender for
additional 364-day periods in its sole discretion upon receiving a written
request from the Borrower not earlier than 60 days and not later than 45 days
prior to then existing Commitment Termination Date for an extension. Upon the
receipt of such request, the Lender shall use its best efforts to notify the
Borrower not later than 30 days prior to any Commitment Termination Date
whether it will extend the then existing Commitment Termination Date for an
additional 364-day period; provided, that the failure of the Lender to
give any such notice to the Borrower shall mean that the then existing
Commitment Termination Date will not be so extended.


 


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


 


(c)                                  On
November 30, 2005, the Revolving Commitment shall automatically and
without notice be permanently reduced to $15,000,000.


 


(b)                                 Upon
at least two (2) Business Days’ prior written notice (or telephonic notice
promptly confirmed in writing) to the Lender (which notice shall be irrevocable),
the Borrower may reduce the Revolving Commitment in part or terminate the
Revolving Commitment in whole; provided, that (i) any partial
reduction pursuant to this Section 2.3 shall be in an amount of at
least $500,000 and any larger multiple of $100,000 and (ii) no such
reduction shall be permitted which would reduce the Revolving Commitment (after
giving 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 Revolving
Loans.


 


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


 


(b)                                 The
Borrower shall have the right at any time and from time to time to prepay any
Eurodollar Loan, in whole or in part, without premium or penalty, on the last
day 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 shall
be in an amount not less than $100,000 and integral multiples thereof; provided,
that if a Eurodollar Loan is 


 


9





















 


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


 


(c)                                  On
November 30, 2005 if the aggregate outstanding principal amount of all
Revolving Loans exceeds $15,000,000, the Borrower shall repay principal on such
date equal to such excess amount, together with accrued and unpaid interest on
such excess amount.


 


(d)                                 The
Borrower shall prepay the outstanding Revolving Loans in an aggregate amount
equal to the net proceeds received during the term of this Agreement from the
issuance of any trust preferred securities or of any capital stock other than
in connection with an equity incentive plan or benefit plan for the Borrower’s
or its Subsidiaries’ employees or directors or in connection with any
transaction permitted under Section 7.3 that does not result in the
Borrower receiving any cash proceeds therefrom.


 


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


 


Section 2.5.  Interest on Loans.


 


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


 


(b)                                 While
an 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 the
then-current Interest Period plus an
additional 2% per annum until the last day of such Interest Period, and
thereafter, and with respect to all Base Rate Loans and all other Obligations
hereunder (other than Loans), at the Base Rate, plus
2% per annum.


 


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


 


(d)                                 The
Lender shall determine each interest rate applicable to the Revolving Loans
hereunder in accordance with the terms of this Agreement and shall promptly
notify the Borrower of such rate in writing (or by telephone, promptly
confirmed in writing).  Any such
determination shall be conclusive and binding for all purposes, absent manifest
error.


 


Section 2.6.  Fees. The Borrower
agrees to pay to the Lender a commitment fee, which shall accrue at 0.15% per
annum on the average daily amount of the unused Revolving Commitment during the
Availability Period. Accrued commitment fees shall be payable in arrears on the
last Business Day of each March, June, September and December of each
year and on the Commitment Termination Date, commencing on the first such date
after 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 a
year of 360 days for the actual number of days (including the first day
but excluding the last day) occurring in the period for which such interest or
fees are payable (to the extent computed on the basis of days elapsed). Each
determination by the Lender of an interest amount or fee hereunder shall be
made in good faith and, except for manifest error, shall be final, conclusive
and binding for all purposes.


 


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


 


10





















 


and binding upon
the Borrower) that (a) by reason of
circumstances affecting the relevant interbank market, adequate means do not
exist for ascertaining LIBOR for such Interest Period, or (b) LIBOR does
not adequately and fairly reflect the cost to the Lender of making, funding or
maintaining its Eurodollar Loans for such Interest Period, the Lender shall
give written notice (or telephonic notice, promptly confirmed in writing) to
the Borrower as soon as practicable thereafter. Until the Lender notifies the
Borrower that the circumstances giving rise to such notice no longer exist, (x)
the obligation of the Lender to make Eurodollar Loans or to continue
outstanding Revolving Loans as Eurodollar Loans shall be suspended and (y) all
such affected Revolving Loans shall be converted into Base Rate Loans on the
last day of the then current Interest Period unless the Borrower elects to
prepay such Revolving Loans in accordance with this Agreement.


 


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


 


Section 2.10.  Increased Costs.


 


(a)                                  If
any Change in Law shall:


 


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


 


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


 


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


 


(c)                                  A
certificate of the Lender setting forth the amount or amounts necessary to
compensate the Lender or its parent corporation, as the case may be, specified
in paragraph (a) or (b) of this Section shall be delivered to
the Borrower and shall be conclusive, absent manifest error.  The Borrower shall pay the Lender such amount
or amounts within 10 days after receipt thereof.


 


(d)                                 Failure
or delay on the part of the Lender to demand compensation pursuant to this Section shall
not constitute a waiver of the Lender’s right to demand such compensation.


 


11





















 


Section 2.11.  Funding Indemnity.  In the event of (a) the payment of any
principal of a Eurodollar Loan other than on the last day of the Interest
Period applicable thereto (including as a result of an Event of Default), (b) the
continuation of a Eurodollar Loan other than on the last day of the Interest Period
applicable 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 such
event,  the Borrower shall compensate the
Lender, within five (5) Business Days after written demand from the
Lender,  for any cost (including without
limitation any breakage cost or redeployment cost) or expense attributable to
such event actually incurred by the Lender. A certificate as to any additional
amount payable under this Section 2.11 submitted to the Borrower by
the 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, in
immediately available funds, without set-off or counterclaim. Any amounts
received after such time on any date may, in the discretion of the Lender, be
deemed to have been received on the next succeeding Business Day for purposes
of calculating interest thereon.  All
such payments shall be made to the Lender at its Payment Office.  If any payment hereunder shall be due on a
day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be made payable for the period of such
extension.  All payments hereunder shall
be made in Dollars.


 


ARTICLE III


 


CONDITIONS
PRECEDENT TO REVOLVING LOANS


 


Section 3.1.   Conditions
To Initial Revolving Loan.  The obligation of the Lender to make the
initial Revolving Loan hereunder is subject to the receipt by the Lender of the
following documents in form and substance reasonably satisfactory to the
Lender:


 


(a)                                  this
Agreement duly executed and delivered by the Borrower;


 


(b)                                 a
duly executed Revolving Credit Note;


 


(c)                                  a
duly executed Pledge Agreement and all shares owned by the Borrower in Greene
County Bank, together with blank signed stock powers;


 


(d)                                 a certificate of the Secretary or
Assistant Secretary of the Borrower, attaching and certifying copies of its
bylaws and of the resolutions of its boards of directors, authorizing the
execution, delivery and performance of the Loan Documents and certifying the
name, title and true signature of each officer of the Borrower authorized to
execute the Loan Documents;


 


(e)                                  certified copies of the charter
of the Borrower, together with good standing certificates (or the equivalent)
as may be available from the Secretary of State of the jurisdiction of
incorporation of the Borrower and Greene County Bank and each other
jurisdiction where the Borrower or Greene County Bank is required to be
qualified 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 the
transactions contemplated therein as the Lender shall reasonably request; and


 


(g)                                 a
duly executed funds disbursement agreement.


 


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


 


12





















 


(a)                                  at
the time of and immediately after giving effect to such Revolving Loan, no
Default or Event of Default shall exist;


 


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


 


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


 


(d)                                 the
Lender shall have received a duly executed Notice of Borrowing in accordance
with Section 2.2 hereof; and


 


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


 


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


 


ARTICLE IV


 


REPRESENTATIONS
AND WARRANTIES


 


The Borrower
represents and warrants to the Lender as follows:


 


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


 


Section 4.2.  Organizational
Power; Authorization. 
The execution, delivery and performance by the Borrower of each of the
Loan Documents are within the Borrower’s corporate powers and have been duly
authorized by all necessary corporate, and if required, stockholder, action.
This Agreement and the Revolving Credit Note have been duly executed and
delivered by the Borrower and constitute
valid and binding obligations of the Borrower, enforceable against it in
accordance with their respective terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting
the enforcement of creditors’ rights generally and by general principles of
equity.


 


Section 4.3.  Governmental Approvals; No
Conflicts. The execution, delivery and performance by the
Borrower of this Agreement and the other Loan Documents  (a) do not require any consent or
approval of, registration or filing with, or any action by, any Governmental
Authority, except those as have been obtained or made and are in full force and
effect, (b) will not violate any applicable law or regulation or the
charter or by-laws of the Borrower or any order of any Governmental Authority, (c) will
not violate or result in a default under any indenture, material agreement or
other material instrument binding on the Borrower or any of its Subsidiaries or
any of its assets or give rise to a right thereunder to require any payment to
be made by the Borrower or any of its Subsidiaries and (d) will not result
in the creation or imposition of any Lien on any asset of the Borrower or any
of its Subsidiaries, other than as contemplated by the Pledge Agreement.


 


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


 


13





















 


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


 


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


 


Section 4.6.  Compliance with Laws and
Agreements.  The Borrower
and each Subsidiary is in compliance with (a) all applicable laws
(including without limitation all Environmental Laws and all federal and state
banking statutes) and all rules, regulations (including without limitation all
banking regulations) and orders of any Governmental Authority, and (b) all
indentures, agreements or other instruments binding upon it or its properties,
except where non-compliance, either singly or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.


 


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


 


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


 


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


 


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


 


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


 


14





















 


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


 


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


 


Section 4.13. Dividend Restrictions; Other Restrictions.  (a) No
Financial Institution Subsidiary has violated any applicable regulatory
restrictions on dividends, and no Governmental Authority has taken any action
to restrict the payment of dividends by any Financial Institution Subsidiary.


 


(b) Other
than with respect to routine examinations by any Governmental Authority having
regulatory authority over the Borrower or any of its Subsidiaries, neither the
Borrower nor any Subsidiary is, to the best of the Borrower’s knowledge, under
investigation by any such Governmental Authority or is operating under any
restrictions (excluding any restrictions on the payment of dividends referenced
in subsection (a) above) imposed by or agreed to with any such
Governmental Authority.


 


Section 4.14.  Capital Measures.  On the Closing Date, both
the Borrower and each Financial Institution Subsidiary have been, or are deemed
to have been, notified by the appropriate Governmental Authority having
regulatory authority over each of them that each of them is “well capitalized”,  as determined in accordance with any
regulations established by such Governmental Authority.


 


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


 


Section 4.16. OFAC. Neither the Borrower nor any of its Subsidiaries (i) is a Person
whose property or interest in property is blocked or subject to blocking
pursuant to Section 1 of Executive Order 13224 of September 23, 2001
Blocking Property and Prohibiting Transactions With Persons Who Commit,
Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages
in any dealings or transactions prohibited by Section 2 of such executive
order, or is otherwise associated with any Person in any manner violative of
said Section 2 or (iii) is a Person on the list of Specially
Designated Nationals and Blocked Persons or subject to the limitations or
prohibitions under any other U.S. Department of Treasury’s Office of Foreign
Assets 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, as
amended, and each of the foreign assets control regulations of the United
States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any
other enabling legislation or executive order relating thereto and (ii) the
Uniting And Strengthening America By Providing Appropriate Tools Required To
Intercept And Obstruct Terrorism (USA Patriot Act of 2001).  No part of the proceeds of the Obligations
will be used, directly or indirectly, for any payments to any governmental
official or employee, political party, official of a political party, candidate
for political office, or anyone else acting in an official capacity, in order
to obtain, retain or direct business or obtain any improper advantage, in
violation of the United States Foreign Corrupt Practices Act of 1977, as
amended.


 


15





















 


ARTICLE V


 


AFFIRMATIVE
COVENANTS


 


The Borrower
covenants and agrees that so long as the Lender has a Revolving Commitment
hereunder or the principal of and interest on any Revolving Loan or any fee
remains unpaid:


 


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


 


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


 


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


 


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


 


(d)                                 concurrently
with 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-9C
and FR Report Y-9LP and a duly executed copy of the then-current Call Report
for each Financial Institution Subsidiary;


 


(e)                                  promptly
after the same become publicly available, copies of all periodic and other
reports, proxy statements and other materials filed with the Securities and
Exchange Commission, or any Governmental Authority succeeding to any or all
functions of said Commission, or with any national securities exchange, or
distributed by the Borrower to its shareholders generally, as the case may be;


 


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


 


16





















 


(g)                                 promptly
following any request therefor, such other information regarding the results of
operations, business affairs and financial condition of the Borrower or any
Subsidiary as the Lender may reasonably request.


 


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


 


(a)                                              the
occurrence of any Default or Event of Default;


 


(b)                                             the
filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against or, to the knowledge of the
Borrower, affecting the Borrower or any Subsidiary which, if adversely
determined, could reasonably be expected to result in a Material Adverse
Effect;


 


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


 


(d)                                             any
investigation of the Borrower or any Subsidiary by any Governmental Agency
having regulatory authority over the Borrower or any such Subsidiary (other
than routine examinations of the Borrower and/or any such Subsidiary);


 


(e)                                              the
issuance of any cease and desist order, written agreement, cancellation of
insurance or other public or enforcement action by the FDIC or other
Governmental Authority having regulatory authority over the Borrower or any
Subsidiary;


 


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


 


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


 


Each notice
delivered under this Section shall be accompanied by a written statement
of a Responsible Officer setting forth the details of the event or development
requiring such notice and any action taken or proposed to be taken with respect
thereto.


 


Section 5.3.  Existence; Conduct of Business.  The Borrower will, and will cause each of its
Subsidiaries to, do or cause to be done all things necessary to preserve, renew
and maintain in full force and effect its legal existence and its respective
rights, licenses, permits, privileges, franchises, patents, copyrights,
trademarks and trade names material to the conduct of its business and will
continue to engage in the same business as presently conducted or such other
businesses that are reasonably related thereto; provided, that nothing
in this Section shall prohibit any merger, consolidation, liquidation or
dissolution 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 all
laws, rules, regulations and requirements of any Governmental Authority
(including without limitation all federal and state banking statutes and
regulations) applicable to its assets, except where the failure to do so,
either individually or in the aggregate, would not reasonably be expected to
result 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 correct
entries shall be made of all dealings and transactions in relation to its
business and activities to the extent necessary to prepare the consolidated
financial statements of Borrower in conformity with GAAP.


 


Section 5.6.  Visitation, Inspection, Etc.  The Borrower will, and will cause each of its
Subsidiaries to, permit any representative of the Lender to visit and inspect
its properties, to examine its books and records and to make copies and take
extracts therefrom, and to discuss its affairs, finances and accounts with any
of 


 


17





















 


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


 


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


 


(b) The
deposits of each Financial Institution Subsidiary will at all times be insured
by the Federal Deposit Insurance Corporation (“FDIC”).


 


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


 


ARTICLE VI


 


FINANCIAL
COVENANTS


 


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


 


Section 6.1.  Tangible Net Worth to Total Tangible
Assets Ratio.  The Borrower on a consolidated basis will
maintain at all times a ratio of Tangible Net Worth to Total Tangible Assets (a) of
not less than 4.5% from the Closing Date to November 30, 2005 and (b) of
not less than 6.5% thereafter.


 


Section 6.2. Return on
Average Total Assets. The Borrower on a consolidated
basis will have at the end of each Fiscal Quarter a Return on Average Total
Assets for such Fiscal Quarter and the previous three Fiscal Quarters of not
less than 0.80%, determined by taking the sum of the Return on Average Total
Assets (adjusted for mergers, acquisitions and nonrecurring charges other than
with respect to additional loan loss reserves or other loan quality
deterioration) for each such Fiscal Quarter (as such figure is disclosed in the
Borrower’s consolidated financial statements that are submitted to the Securities
and Exchange Commission on Forms 10-K or 10-Q), divided by four (4).


 


Section 6.3.   Nonperforming Assets. The
Borrower on a consolidated basis will not permit at the end of each Fiscal
Quarter Nonperforming Assets to be greater than 1.75% of the sum of Total Loans
and Other Real Estate Owned.


 


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


 


Section 6.5.  Capital Measures. (a) From
the Closing Date to November 30, 2005, 
the Borrower on a consolidated basis will have a Total Risk-based
Capital Ratio of 7.25% or greater, a Tier 1 Risk-based Capital Ratio of 4.0% or
greater, and a Leverage Ratio of 4.0% or greater (or 3% or greater under
certain circumstances) (each as defined by applicable federal and state
regulations or orders) and (b) from November 30, 2005 to the
Commitment Termination Date, the Borrower will be  “well-capitalized” for all applicable state
and federal regulatory purposes at all times, 
and the Borrower (i) will have a Total Risk-based Capital Ratio of
10.0% or greater, a Tier 1 Risk-based Capital Ratio of 6.0% or greater, and a
Leverage Ratio of 5.0% or greater (each as defined by applicable federal and
state regulations or orders), and will not be subject to any written agreement,



 


18





















 


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


 


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


 


(c) Notwithstanding
the foregoing, if at any time any such Governmental Authority changes the
definition of “well capitalized” either by
amending such ratios or otherwise, such amended definition, and any such
amended or new ratios, shall automatically be incorporated by reference into
this Agreement as the minimum standard for the Borrower or any Financial
Institution Subsidiary, as the case may be, on and as of the date that any such
amendment becomes effective by applicable statute, regulation, order or
otherwise.


 


ARTICLE VII


 


NEGATIVE
COVENANTS


 


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


 


Section 7.1.  Indebtedness. The
Borrower 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 Loan
Documents;


 


(b)                                 Indebtedness
existing on the date hereof and set forth on Schedule 7.1 and
extensions, renewals and replacements of any such Indebtedness that do not
increase the outstanding principal amount thereof (immediately prior to giving
effect to such extension, renewal or replacement) or shorten the maturity or
the weighted average life thereof;


 


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


 


(d)                                 Indebtedness
constituting obligations of the Borrower and any Financial Institution
Subsidiary under debentures, indentures, trust agreements and guarantees in
connection with the issuance by such Persons of trust preferred securities;


 


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


 


19





















 


(f)                                    Any
other Indebtedness that is subordinated to the Indebtedness under this
Agreement on the following terms: (i) no part of the principal of such
Indebtedness is stated to be payable or is required to be paid (whether by way
of mandatory sinking fund, mandatory redemption, mandatory prepayment or
otherwise) prior to the Commitment Termination Date and the payment of
principal of which and any other obligations of the Borrower with respect
thereof (other than interest subject to clause (f)(ii)) are subordinated to the
prior payment in full of principal and interest (including post-petition
interest)  and all other obligations and
amounts of the Borrower to the Lender hereunder on terms and conditions first
approved in writing by the Lender, (ii) no part of the interest accruing
on such Indebtedness is payable, without the prior written consent of the
Lender, after a Default or Event of Default has occurred and is continuing, and
(iii) such Indebtedness otherwise contains terms, covenants and conditions
in form and substance reasonably satisfactory to the Lender as evidenced by its
prior written approval thereof;


 


(g)                                 Contingent obligations calculated in
conformity with GAAP consisting of (i) the endorsement by the Borrower or
any of its Subsidiaries of negotiable instruments payable to such Person for
deposit or collection in the ordinary course of business and (ii) guarantees
executed by the Borrower or any of its Subsidiaries with respect to operating
lease obligations not in excess of $1,000,000 in the aggregate;


 


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


 


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


 


Section 7.2.  Negative
Pledge .  The
Borrower 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 now
owned or hereafter acquired (including without limitation in the case of the
Borrower, 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)                                 Permitted
Encumbrances;


 


(c)                                  Liens
granted 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 extend
to 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)                                  The
Borrower will not, and will not permit any Subsidiary to, merge into or
consolidate into any other Person, or permit any other Person to merge into or
consolidate with it, or sell, lease, transfer or otherwise dispose of (in a
single transaction or a series of transactions) all or substantially all of its
assets (other than in the ordinary course of business) or all or substantially
all of the stock of any of its Subsidiaries or liquidate
or dissolve; provided, that if at
the time thereof and immediately after giving effect thereto, no Default or
Event of Default shall have occurred and be continuing, (i) the Borrower
or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary
if the Borrower is not a party to such merger) is the surviving Person, (ii) any
Subsidiary may sell, lease, transfer or dispose of its assets to the Borrower, (iii) any
Subsidiary (other than a Financial Institution Subsidiary) may sell, lease,
transfer or dispose of its assets to another Subsidiary and (iv) any
Subsidiary (other than a Financial Institution Subsidiary) or the assets of any
Subsidiary may be sold or otherwise transferred to a third party so long as the
aggregate value of such assets and any such Subsidiary shall not exceed 


 


20





















 


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


 


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


 


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


 


Section 7.5. 
Restrictive Agreements.  The Borrower will not, and will not permit
any Subsidiary to, directly or indirectly, enter into, incur or permit to exist
any agreement that prohibits, restricts or imposes any condition upon (a) the
ability of the Borrower or any Subsidiary to create, incur or permit any Lien
upon any of its assets or properties, whether now owned or hereafter acquired,
or (b) the ability of any Subsidiary to pay dividends or other
distributions with respect to its common stock, to make or repay loans or
advances to the Borrower or any other Subsidiary, to guarantee Indebtedness of
the Borrower or any other Subsidiary or to transfer any of its property or
assets to the Borrower or any Subsidiary of the Borrower; provided, that
(i) the foregoing shall not apply to restrictions or conditions imposed by
law or by this Agreement or any other Loan Document, (ii) the
foregoing shall not apply to customary restrictions and conditions contained in
agreements relating to the sale of a Subsidiary pending such sale, provided
such restrictions and conditions apply only to the Subsidiary that is sold and
such sale is permitted hereunder, (iii) the foregoing shall not apply to
customary market provisions relating to the issuance of any trust preferred
securities by the Borrower or any Subsidiary of the Borrower and (iv) clause
(a) shall not apply to customary provisions in leases restricting the
assignment thereof.


 


Section 7.6.  Investments, Etc The
Borrower 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 not
a wholly-owned Subsidiary prior to such merger), any common stock, Indebtedness
or other securities (including any option, warrant, or other right to acquire
any 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 any
other interest in, any other Person (all of the foregoing being collectively
called “Investments”), or purchase or
otherwise acquire (in one transaction or a series of transactions) any assets
of any other Person that constitute a business unit, except:


 


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


 


(b)                                 Investments
purchased in the ordinary course of business by any Financial Institution
Subsidiary;


 


(c)                                  Investments
made by the Borrower in or to any Subsidiary and by any Subsidiary in or to the
Borrower or in or to another Subsidiary;


 


(d)                                 Investments
made for the purpose of making or consummating an Acquisition. provided, that (i) 
after giving effect to such Acquisition, no Default or Event of Default shall
have occurred and be continuing, (ii) such Acquisitions are undertaken in
accordance with all applicable laws, and (iii) the prior written consent
or approval of such Acquisition of the board of directors or equivalent
governing body of the Person being acquired. Upon the Borrower or any
Subsidiary’s Investment of fifty percent or more of the voting stock any Person
that is a regulated financial institution, such Person shall become a Financial
Institution Subsidiary for purposes of this Agreement;


 


21





















 


(e)                                  Other
Investments permitted by applicable laws and regulations;


 


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


 


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


 


(h)                                 Investments
consisting of amounts potentially due from a seller in an Acquisition that (i) relate
to customary post-closing adjustments with respect to purchased loans and/or
assumed deposit liabilities or other similar types of items that are typically
subject to post-closing adjustments and (ii) are outstanding for a period
not exceeding one hundred twenty days following the close of such Acquisition;
and


 


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


 


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


 


ARTICLE VIII


 


EVENTS OF
DEFAULT


 


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


 


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


 


(b)                                 the
Borrower shall fail to pay any interest on any Revolving Loan or any fee or any
other amount (other than an amount payable under clause (a) of this
Article) payable under this Agreement or any other Loan Document, when and as
the same shall become due and payable, and such failure shall continue
unremedied for a period of three (3) days; or


 


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


 


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


 


(e)                                  the
Borrower shall fail to observe or perform any covenant or agreement contained (i) in
this 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 or
any Lender or (ii) in any other Loan Document (after taking into
consideration any applicable grace periods); or


 


(f)                                    the
Borrower or any Subsidiary (whether as primary obligor or as guarantor or other
surety) shall fail to pay any principal of or premium or interest on any
Indebtedness owed to the Bank (including 


 


22





















 


without limitation
any Hedging Agreement or any letter of credit) in any amount or any other
Indebtedness owed to any other Person greater than $5,000,000 that is
outstanding, when and as the same shall become due and payable (whether at
scheduled 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 any
other event shall occur or condition shall exist under any agreement or
instrument relating to such Indebtedness and shall continue after the
applicable grace period, if any, specified in such agreement or instrument, if
the effect of such event or condition is to accelerate, or permit the
acceleration of, the maturity of such Indebtedness (without regard to whether
such holders or other Person shall have exercised or waived their right to do
so); or any such Indebtedness shall be declared to be due and payable; or
required to be prepaid or redeemed (other than by a regularly scheduled
required prepayment or redemption), purchased or defeased, or any offer to
prepay, redeem, purchase or defease such Indebtedness shall be required to be
made, in each case prior to the stated maturity thereof; or


 


(g)                                 the
Borrower or any Subsidiary shall (i) commence a voluntary case or other
proceeding or file any petition seeking liquidation, reorganization or other
relief under any federal, state or foreign bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a
custodian, trustee, receiver, liquidator or other similar official of it or any
substantial part of its property, (ii) consent to the institution of , or
fail to contest in a timely and appropriate manner, any proceeding or petition
described in clause (i) of this Section, (iii) apply for or consent
to the appointment of a custodian, trustee, receiver, liquidator or other
similar official for the Borrower or any such Subsidiary or for a substantial
part of its assets, (iv) file an answer admitting the material allegations
of a petition filed against it in any such proceeding, (v) make a general
assignment for the benefit of creditors, or (vi) take any action for the
purpose of effecting any of the foregoing; or


 


(h)                                 an
involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i) liquidation, reorganization or other relief in respect
of the Borrower or any Subsidiary or its debts, or any substantial part of its
assets,  under any federal, state or
foreign bankruptcy, insolvency or other similar law now or hereafter in effect
or (ii) the appointment of a custodian, trustee, receiver, liquidator or
other similar official for the Borrower or any Subsidiary or for a substantial
part of its assets, and in any such case, such proceeding or petition shall
remain undismissed for a period of 60 days or an order or decree approving or
ordering any of the foregoing shall be entered; or


 


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


 


(j)                                     an
ERISA Event shall have occurred that, in the opinion of the Lender, when taken
together with other ERISA Events that are outstanding at such time, could
reasonably be expected to result in liability to the Borrower and the
Subsidiaries 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 any
Subsidiary, and either (i) enforcement proceedings shall have been
commenced by any creditor upon such judgment or order or (ii) there shall
be a period of 30 consecutive days during which a stay of enforcement of
such judgment or order, by reason of a pending appeal or otherwise, shall not
be in effect; or


 


(l)                                     any non-monetary judgment or
order shall be rendered against the Borrower or any Subsidiary that would
reasonably be expected to have a Material Adverse Effect, and there shall be a
period of 30 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect; or


 


(m)                               a
Change in Control shall occur or exist; or


 


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


 


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


 


23





















 


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


 


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


 


then, and in every
such event (other than an event with respect to the Borrower or any Subsidiary
described in clause (g) or (h) of this Section) and at any time
thereafter during the continuance of such event, the Lender may, by notice to
the Borrower, take any or all of the following actions, at the same or
different times:  (i) terminate its Revolving Commitment; (ii) declare
the principal of and any accrued interest on the Revolving Loans, and all other
Obligations owing hereunder, to be, whereupon the same shall become due and
payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower and (iii) exercise
all remedies contained in any other Loan Document; and that, if an Event of
Default specified in either clause (g) or (h)  shall occur, the
Revolving Commitment shall automatically terminate and the principal of the
Revolving Loans then outstanding, together with accrued interest thereon, and
all fees, and all other Obligations shall automatically become due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Borrower.


 


ARTICLE IX


 


MISCELLANEOUS


 


Section 9.1.  Notices.


 


(a)                                  Except
in the case of notices and other communications expressly permitted to be given
by telephone, all notices and other communications to any party herein to be
effective shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopy, as
follows:


 


To the Borrower:                                                      Greene
County Bancshares, Inc.


100 North Main
Street


Greeneville,
Tennessee 37743


 


Attn: R. Stan
Puckett


Telephone Number:
(423) 278-3010


Telecopy Number:
(423) 787-1235


 


With a copy to:                                                                                                             Bass,
Berry & Sims PLC


315 Deadrick
Street, Suite 2700


Nashville,
Tennessee 37238


 


Attn: Bob F.
Thompson


Telephone Number:
(615) 742-6262


Telecopy Number:
(615) 742-2762


 


To the Lender:                                                                                                                  SunTrust
Bank


303 Peachtree
Street, 3rd Floor


Atlanta, Georgia
30308


 


Attn: Susan M.
Thigpen, Director


Telephone Number:
(404) 588-7270


Telecopy Number:
(404) 581-1775


 


24





















 


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


 


(b)                                 Any
agreement of the Lender herein to receive certain notices by telephone or
facsimile is solely for the convenience and at the request of the
Borrower.  The Lender shall be entitled
to rely on the authority of any Person purporting to be a Person authorized by
the Borrower to give such notice and the Lender shall not have any liability to
the Borrower or other Person on account of any action taken or not taken by the
Lender in reliance upon such telephonic or facsimile notice.  The obligation of the Borrower to repay the
Revolving Loans and all other Obligations hereunder shall not be affected in
any way or to any extent by any failure of the Lender to receive written
confirmation of any telephonic or facsimile notice or the receipt by the Lender
of a confirmation which is at variance with the terms understood by the Lender
to be contained in any such telephonic or facsimile notice.


 


Section 9.2.  Waiver; Amendments.


 


(a)                                  No
failure or delay by the Lender in exercising any right or power hereunder or
any other Loan Document, and no course of dealing between the Borrower and the
Lender, shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power or any abandonment
or discontinuance of steps to enforce such right or power, preclude any other
or further exercise thereof or the exercise of any other right or power
hereunder or thereunder.  The rights and
remedies of the Lender hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies provided by law. No
waiver of any provision of this Agreement or any other Loan Document or consent
to any departure by the Borrower therefrom shall in any event be effective unless
the same shall be permitted by paragraph (b) of this Section, and then
such waiver or consent shall be effective only in the specific instance and for
the 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 any
Default or Event of Default, regardless of whether the Lender may have had
notice or knowledge of such Default or Event of Default at the time.


 


(b)                                 No
amendment or waiver of any provision of this Agreement or the other Loan
Documents, nor consent to any departure by the Borrower therefrom, shall in any
event be effective unless the same shall be in writing and signed by the
Borrower and the Lender and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.


 


Section 9.3.  Expenses; Indemnification.


 


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


 


(b)                                 The
Borrower shall indemnify the Lender and each Affiliate of the Lender, and each
officer, director, employee, agents and advisors of the Lender and each
Affiliate 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 reasonable
fees, charges and disbursements of any counsel for any Indemnitee, which may be
incurred by any Indemnitee,  or asserted
against any Indemnitee by the Borrower or any third Person, arising out of, in
connection with or as a result of (i) the execution or delivery of this
Agreement, any other Loan 


 


25





















 


Document or any
other agreement or instrument contemplated hereby or thereby, the performance
by the parties hereto or thereto of their respective obligations hereunder or
thereunder or the consummation of any of the transactions contemplated hereby
or thereby, (ii) any Revolving Loan or any actual or proposed use of the
proceeds therefrom, (iii) the pledge of any “Collateral’ as defined in the
Pledge Agreement, (iv) any actual or alleged presence or release of
Hazardous Materials on or from any property owned by the Borrower or any
Subsidiary or any Environmental Liability related in any way to the Borrower or
any Subsidiary or (v) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether brought by the Borrower or any third Person and whether
based on contract, tort, or any other theory and regardless of whether any
Indemnitee is a party thereto; provided,  that such indemnity shall not, as
to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses (x) are determined by a court of
competent jurisdiction in a final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such Indemnitee or (y)
result from a claim brought by the Borrower against an Indemnitee for material
breach of such Indemnitee’s obligations hereunder or under any other Loan
Document, if the Borrower has obtained a final and nonappealable judgment in
its favor on such claim as determined by a court of competent jurisdiction.


 


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


 


(d)                                 To
the extent permitted by applicable law, the Borrower shall not assert, and
hereby waives, any claim against any Indemnitee, on any theory of liability,
for special, indirect, consequential or punitive damages (as opposed to actual
or direct damages) arising out of, in connection with or as a result of, this
Agreement or any agreement or instrument contemplated hereby, the transactions
contemplated therein, any Loan or the Letter of Credit or the use of proceeds
thereof.


 


(e)                                  All
amounts due under this Section shall be payable promptly upon written
demand.


 


Section 9.4.                                Successors and Assigns.


 


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


 


(b)                                 The
Lender may at any time assign to one or more assignees all or a portion of its
rights and obligations under this Agreement and the other Loan Documents
(including all or a portion of its Revolving Commitment and the Revolving Loans
at the time owing to it); provided, that the Borrower must give its
prior written consent (which consent shall not be unreasonably withheld or
delayed) to any assignment, except an assignment to an Affiliate of the Lender
or 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 and
such assignee and payment by such assignee of an amount equal to the purchase
price agreed between the Lender and such assignee, such assignee shall become a
party to this Agreement and the other Loan Documents and shall have the rights
and obligations of a Lender under this Agreement, and the Lender shall be
released from its obligations hereunder to a corresponding extent.  Upon the consummation of any such assignment
hereunder, the Lender, the assignee and the Borrower shall make appropriate
arrangements to have new Revolving Credit Notes issued to reflect such
assignment.


 


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


 


26





















 


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


 


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


 


Section 9.5.                                Governing
Law; Jurisdiction; Consent to Service of Process.


 


(a)                                  This
Agreement and the other Loan Documents shall be construed in accordance with
and be governed by the law (without giving effect to the conflict of law
principles thereof) of the State of Georgia.


 


(b)                                 The
Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the non-exclusive jurisdiction of any Federal and/or state court
located in the State of Georgia and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this Agreement or any
other Loan Document or the transactions contemplated hereby or thereby, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such Georgia state
court or, to the extent permitted by applicable law, such Federal court. Each
of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this
Agreement or any other Loan Document shall affect any right that the Lender may
otherwise have to bring any action or proceeding relating to this Agreement or
any other Loan Document against the Borrower or its properties in the courts of
any jurisdiction.


 


(c)                                  The
Borrower irrevocably and unconditionally waives any objection which it
may now or hereafter have to the laying of venue of any such suit, action
or proceeding described in paragraph (b) of this Section and brought
in any court referred to in paragraph (b) of this Section. Each of the
parties hereto irrevocably waives, to the fullest extent permitted by
applicable law, the defense of an inconvenient forum to the maintenance of such
action or proceeding in any such court.


 


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


 


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


 


Section 9.7.   Right of Setoff.  In addition to any rights now or hereafter
granted 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 the
occurrence and during the continuance of an Event of Default, without prior
notice to the Borrower, any such notice being expressly waived by the Borrower
to the extent permitted by applicable law, to set off and apply against all
deposits (general or special, time or demand, provisional or final) of the
Borrower at any time held or other obligations at any time owing by the Lender
to or for the credit or the account of the Borrower against any and all
Obligations held by the Lender, irrespective of whether the Lender shall have
made demand hereunder and although such Obligations may be unmatured.  The Lender agrees promptly to notify the
Borrower 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 such
set-off and application.


 


27





















 


Section 9.8.   Counterparts; Integration.  This Agreement may be executed by one or more
of the parties to this Agreement on any number of separate counterparts
(including by telecopy), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. This Agreement, the other
Loan Documents, and any separate letter agreement(s) relating to any fees
payable to the Lender constitute the entire agreement among the parties hereto
and thereto regarding the subject matters hereof and thereof and supersede all
prior agreements and understandings, oral or written, regarding such subject
matters.


 


Section 9.9.  Survival. All
covenants, agreements, representations and warranties made by the Borrower
herein and in the certificates or other instruments delivered in connection
with or pursuant to this Agreement shall be considered to have been relied upon
by the other parties hereto and shall survive the execution and delivery of
this Agreement and the making of any Revolving Loans, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that the Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Revolving Loan or any fee or any other amount payable
under this Agreement is outstanding and unpaid and so long as the Revolving
Commitment has not expired or terminated. 
The provisions of Sections 2.10 and 9.3 shall survive and
remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Revolving Loans, the
expiration or termination of the Revolving Commitment or the termination of
this Agreement or any provision hereof. 
All representations and warranties made herein, in the certificates,
reports, notices, and other documents delivered pursuant to this Agreement
shall survive the execution and delivery of this Agreement and the other Loan
Documents, and the making of the Revolving Loans.


 


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


 


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


 


[Remainder
of Page Intentionally Left Blank]


 


28





















 


IN
WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed under seal in the case of the Borrower by their
respective 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





















 


SCHEDULE  4.12


 


FINANCIAL INSTITUTION SUBSIDIARIES


 


	
   

  	
   

  	
  OWNERSHIP% BY 

  	
   

  	
  JURISDICTION OF

  	
   

  
	
  Name

  	
   

  	
  Borrower

  	
   

  	
  Incorporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greene County Bank

  	
   

  	
   

  	
  100%

  	
   

  	
  Tennessee

  	
   

  
							



 


OTHER
SUBSIDIARIES


 


	
  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





















 


SCHEDULE 7.1


 


OUTSTANDING INDEBTEDNESS


 


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


 


1





















 


EXHIBIT A


 


REVOLVING CREDIT NOTE


 


	
  $35,000,000.00

  	
   

  	
  Atlanta, Georgia

  
	
   

  	
   

  	
   

  	
  August    , 2005

  



 


FOR VALUE RECEIVED, the undersigned, GREENE COUNTY
BANCSHARES, INC.,  a Tennessee corporation
(the “Borrower”),
hereby promises to pay to SunTrust Bank (the “Lender”) or its registered assigns at its
principal office or any other office that the Lender designates, on the
Commitment Termination Date (as defined in the Revolving Credit Agreement dated
as of August    , 2005 (as the same may be amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), between the Borrower and the
Lender, the lesser of the principal sum of Thirty Five Million and no/100
Dollars ($35,000,000), which amount shall automatically reduce to Fifteen
Million and no/100 Dollars ($15,000,000) on November 30, 2005 in
accordance with the terms of the Credit Agreement, and the aggregate unpaid
principal amount of all Revolving Loans made by the Lender to the Borrower
pursuant to the Credit Agreement, in lawful money of the United States of
America in immediately available funds, and to pay interest from the date
hereof on the principal amount thereof from time to time outstanding, in like
funds, at said office, at the rate or rates per annum and payable on such dates
as provided in the Credit Agreement.  In
addition, should legal action or an attorney-at-law be utilized to collect any
amount due hereunder, the Borrower further promises to pay all costs of
collection, including the reasonable attorneys’ fees of the Lender.


 


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


 


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


 


This Revolving Credit Note is issued in connection
with, and is entitled to the benefits of, the Credit Agreement which, among
other things, contains provisions for the acceleration of the maturity hereof
upon the happening of certain events, for prepayment of the principal hereof
prior to the maturity hereof and for the amendment or waiver of certain
provisions of the Credit Agreement, all upon the terms and conditions therein
specified.  THIS REVOLVING CREDIT NOTE
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
GEORGIA AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.


 


	
   

  	
  GREENE COUNTY BANCSHARES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
  [SEAL]

  



 


A-1





















 


LOANS AND PAYMENTS


 


	
  Date

  	
   

  	
  Amount and

  Type of Loan

  	
   

  	
  Payments of

  Principal

  	
   

  	
  Unpaid

  Principal

  Balance of

  Note

  	
   

  	
  Name of Person

  Making

  Notation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-2





















 


EXHIBIT 2.2


 


SunTrust Bank


303 Peachtree Street, 3rd Floor


Atlanta, Georgia 30308


 


Attention:


 


Dear Sirs:


 


Reference is made to the Revolving Credit Agreement
dated as of August    , 2005 (as amended and in effect on
the date hereof, the “Credit Agreement”), between the undersigned, as Borrower,
and SunTrust Bank, as Lender.  Terms
defined in the Credit Agreement are used herein with the same meanings.  This notice constitutes a Notice of
Borrowing, and the Borrower hereby requests a Revolving Loan under the Credit
Agreement, and in that connection the Borrower specifies the following
information with respect to the Revolving Loan requested hereby:


 


(A)                              Principal
amount of Revolving Loan:


 


(B)                                Date
of Revolving Loan (which is a Business Day): 


 


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


 


(D)                               Location
and number of Borrower’s account to which proceeds of Revolving Loan are to be
disbursed:


 


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


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  GREENE COUNTY BANCSHARES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


1