AMENDMENT  TO AMENDED AND RESTATED REVOLVING CREDIT




  EXHIBIT 10.7



  AMENDMENT  TO

  AMENDED AND
  RESTATED REVOLVING CREDIT/TERM LOAN AGREEMENT

   

                          
  THIS AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT/TERM LOAN AGREEMENT
  (“Amendment”) is made and dated as of June 8, 2001, by and between
  the SUNTRUST BANK, a Georgia banking corporation (“Lender”), and COMMUNITY
  BANKSHARES, INC., a Georgia corporation (“Borrower”).  Capitalized
  terms not otherwise defined herein are defined in ARTICLE I of the Prior Loan
  Agreement referred to below.

   R E C I T A L S

              
  A.        Borrower and Lender are parties
  to that certain Amended and Restated Revolving Credit/Term Loan Agreement
  dated as of July 31, 2000 (the “Prior Loan Agreement”), pursuant to which
  Borrower has obtained a Loan from Lender.

              
  B.         Borrower desires to make
  certain modifications to the Prior Loan Agreement.

              
  C.        In order to accommodate Borrowers’
  request, Lender has agreed to such modifications to the Prior Loan Agreement
  upon the terms and conditions set forth herein.

              
  ACCORDINGLY, for good and valuable consideration, the receipt and sufficiency
  of which is hereby acknowledged, and intending to be legally bound, the
  parties hereto agree as follows:

             
  1.         Section 2.01 “Revolving
  Credit” of ARTICLE II AMOUNT AND TERMS OF THE LOAN of the Prior Loan
  Agreement is hereby deleted in its entirety and the following new Section is
  inserted in its place:

  
    
             
  Section 2.01.  Revolving Credit.  Subject to and upon the
  terms and conditions set forth in this Agreement, the Lender hereby
  establishes until the Revolving Maturity Date a revolving credit facility in
  favor of the Borrower not to exceed ONE MILLION AND NO/100 DOLLARS
  ($1,000,000.00) in aggregate principal at any one time outstanding (the “Revolving
  Credit”).  Within the limits of the Revolving Credit, the Borrower may
  borrow, repay and reborrow under the Revolving Credit pursuant to the terms of
  this Agreement; provided, however, the Borrower may neither borrow nor
  reborrow should there exist an Event of Default.

    

  

             
  2.         Section 2.01.01 “Revolving
  Credit Note” of ARTICLE II AMOUNT AND TERMS OF THE LOAN of the Prior
  Loan Agreement is hereby amended by replacing the 

   

   

  

  
     
  

   
   

   Revolving Credit Note
  attached to and incorporated into the Prior Loan Agreement as Exhibit D
  thereto with the Replacement Revolving Credit Note attached hereto as Exhibit
  A and incorporated herein by this reference thereto.  Every reference
  in the Prior Loan Agreement to the Revolving Credit Note shall be deemed to
  refer to the Replacement Revolving Credit Note attached hereto as Exhibit A.

              
  3.         The definition of “Revolving
  Maturity Date” in Section 1.01 “Defined Terms” of ARTICLE I DEFINITIONS
  AND ACCOUNTING TERMS of the Prior Loan Agreement is hereby deleted in its
  entirety and the following definition is inserted in its place:

              
  “Revolving Maturity Date” means May 1, 2002.

              
  4.         Section 7.10 “Consolidated
  Tangible Equity” of ARTICLE VII FINANCIAL COVENANTS of the Prior Loan
  Agreement is hereby deleted in its entirety and the following section is
  inserted in its place:

              
  Section 7.10 Consolidated Tangible
  Equity.  Consolidated Tangible
  Equity for Borrower and its Subsidiaries shall be greater than or equal to
  $49,000,000.00, which amount shall be increased by an additional amount of at
  least eight percent (8%) per year thereafter during the term hereof.  For
  purposes of this Agreement, Tangible Equity shall mean equity minus
  intangibles.

              
  5.         Item 1 of Exhibit A     
  BANKS  of the Prior Loan Agreement shall be amended by deleting
  the reference to the institution named “Community Bank and Trust – 
  Habersham” and inserting in its place the institution named “Community
  Bank and Trust, Cornelia, Georgia.”

              
  6.         Acknowledgment of
  Outstanding Loans.  Borrower hereby acknowledges, certifies and
  agrees that pursuant to the Prior Loan Agreement, Borrower’s obligation to
  pay the outstanding Loan is not subject to any defense, claim, counterclaim,
  setoff, right of recoupment, abatement or other determination; and the Loan is
  and shall continue to be governed and secured by the terms and provisions of
  the Prior Loan Agreement as amended by this Amendment.

              
  7.         Ratification of Loan
  Documents.  Borrower hereby ratifies and affirms each of the Loan
  Documents in their entirety, and acknowledges and agrees that (i) the Loan
  Documents are in full force and effect, (ii) all representations and
  warranties contained therein are true and correct on and as of the date
  hereof, (iii) Borrower is in full compliance with all covenants and agreements
  established thereunder, (iv) no Event of Default exists thereunder and (v) the
  Loan Documents are legal, valid and binding obligations of Borrower and are
  enforceable by Lender, against Borrower in accordance with their respective
  terms.

   

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  8.         Counterparts. 
  This Amendment may be signed in one or more counterpart copies, each of which
  constitutes an original, but all of which, when taken together, shall
  constitute one agreement binding upon all of the parties hereto.

              
  9.         Governing Law, Etc. 
  This Amendment shall be governed by and construed in accordance with the
  applicable terms and provisions of ARTICLE IX MISCELLANEOUS of the
  Prior Loan Agreement, which terms and provisions are incorporated herein by
  reference.

              
  10.       No Other Modifications. 
  Except as hereby amended, no other term, condition or provision of the Prior
  Loan Agreement shall be deemed modified or amended, and this Amendment shall
  not be considered a novation.

   

   
   

   

   

   

   

   

   

   

   

   

   

   

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  IN WITNESS WHEREOF, the parties have
  executed and delivered this Amendment under seal as of the date first above
  written.

   

  	
         

      	
        BORROWER:

      
	
         

      	
         

      
	
         

      	
        COMMUNITY BANKSHARES, INC.

      
	
         

      	
         

         

      
	
         

      	
        By: 

      
	
         

      	
        

      
	
         

      	
                
        Title:

      
	
         

      	
        

      
	
         

      	
        And: 

      
	
         

      	
        

      
	
         

      	
                
        Title:

      
	
         

      	
        

      
	
         

      	
         

      
	
         

      	
         

      
	
         

      	
        LENDER:

      
	
         

      	
         

      
	
         

      	
        SUNTRUST BANK, a Georgia
        banking corporation

      
	
         

      	
         

      
	
         

      	
         

      
	
         

      	
        By:

      
	
         

      	
        

      
	
         

      	
                
        Title:

      
	
         

      	
        

      
	
         

      	
        And:

      
	
         

      	
        

      
	
         

      	
                
        Title:

      
	
      	
        

      


   

   


  4

   

  

  
     
  

   

  EXHIBIT A

   

   [ATTACH COPY OF
  REPLACEMENT REVOLVING CREDIT NOTE]