Prepared by Kilpatrick Stockton LLP EDGAR Services/ihj




  EXHIBIT 10.8 

   

  SUNTRUST BANK

   
  


  BUSINESS LOAN AND
  SECURITY AGREEMENT

   Dated
  As of

   JUNE 8, 2001

  Among

    

  COMMUNITY
  BANKSHARES, INC.,

  EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST,

   

  Steve Adams, J. Alton Wingate and
  Elton Collins, not in their individual capacities, but solely as Trustees of
  the Community Bankshares, Inc. Employee Stock Ownership Plan and Trust, and

   

    

  SUNTRUST BANK

   


   


   


   


   

  

  
     
  

   

  BUSINESS LOAN
  AND SECURITY AGREEMENT

  
  THIS BUSINESS LOAN AND SECURITY AGREEMENT, dated as of June 8, 2001, by and
  among COMMUNITY BANKSHARES, INC., a Georgia corporation (together with its
  successors, the “Borrower”), COMMUNITY BANKSHARES, INC. Employee
  Stock Ownership Plan and Trust (the “Trust”), a Trust created and
  existing under that certain Employee Stock Ownership Plan and Trust Agreement
  dated as of December 29, 1995, and effective as of January 1, 1995 (as the
  same may be amended, supplemented, restated or otherwise modified and in
  effect from time to time, the “Trust Agreement”), between the
  Borrower and Steve Adams, J. Alton Wingate and Elton Collins, collectively as
  trustee (together with any successor trustees under the Trust Agreement, and
  forming a part of the COMMUNITY BANKSHARES, INC. EMPLOYEE STOCK OWNERSHIP PLAN
  (the “ESOP”), and SUNTRUST BANK, a Georgia banking corporation
  (together with endorsees, successors and assigns, the “Bank”).

   BACKGROUND

  The Borrower desires to establish
  with the Bank a credit facility providing for Advances in the maximum
  principal amount of $2,000,000 that upon the Conversion Date shall convert to
  a term loan.  The proceeds of such loan shall be used by the Borrower to
  fund a loan to the Trust to finance the Trust’s acquisition of certain
  currently issued shares of the common stock of the Borrower.  The Bank is
  willing to establish the foregoing credit facilities on the terms and
  conditions hereinafter set forth.

  NOW, THEREFORE, in consideration of
  the premises and the promises herein contained, and each intending to be
  legally bound hereby, the parties agree as follows:

   ARTICLE I. 
  DEFINITIONS

  SECTION 1.01.  Definitions. 
  The terms as defined in this Section 1.01 shall, for all purposes
  of this Agreement and any amendment hereto (except as herein otherwise
  expressly provided or unless the context otherwise requires), have the
  meanings set forth herein (terms defined in the singular to have the same
  meanings when used in the plural and vice versa):

  “Affiliate” of any Person
  means (i) any other Person which directly, or indirectly through one or more
  intermediaries, controls such Person, (ii) any other Person which
  directly, or indirectly through one or more intermediaries, is controlled by
  or is under common control with such Person, or (iii) any other Person of
  which such Person owns, directly or indirectly, 20% or more of the common
  stock or equivalent equity interests.  As used herein, the term “control”
  means possession, directly or indirectly, of the power to direct or cause the
  direction of the management or policies of a Person, whether through the
  ownership of voting securities, by contract or otherwise.

  

  
     
  

   
  “Bank Prime Rate” means
  that rate of interest announced by Bank from time to time as its “Prime Rate”. 
  Bank lends at rates above and below Bank Prime Rate, which is but one of
  several rate basis used by Bank.

  “Borrower Stock” means the shares of the Borrower’s common stock
  to be purchased by the Trust from the Stockholders with the proceeds of the
  ESOP Loan.

  “Capital Expenditures”
  means for any period the sum of all capital expenditures incurred during such
  period by the Borrower and its Subsidiaries, as determined in accordance with
  generally accepted accounting principles consistently applied.

  “Code” means the Internal
  Revenue Code of 1986, as amended, or any successor Federal tax code.

  “Collateral Assignment”
  means that certain Assignment of ESOP Note and Master Stock Pledge dated an
  even date herewith by and between Borrower and Bank.

  “Commitment” means that
  certain commitment letter dated April 30, 2001.

  “Controlled Group” means
  all members of a controlled group of corporations and all trades or businesses
  (whether or not incorporated) under common control which, together with the
  Borrower, are treated as a single employer under Section 414 of the Code.

  “Debt” of any Person means
  at any date, 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 to pay the deferred purchase price of property or services, except
  trade accounts payable arising in the ordinary course of business, (iv) all
  obligations of such Person as lessee under capital leases, (v) all
  obligations of such Person to reimburse any bank or other Person in respect of
  amounts payable under a banker’s acceptance, (vi) all Redeemable Preferred
  Stock of such Person (in the event such Person is a corporation), (vii) all
  obligations of such Person to reimburse any bank or other Person in respect of
  amounts paid under a letter of credit or similar instrument, (viii) all Debt
  of others secured by a Lien on any asset of such Person, whether or not such
  Debt is assumed by such Person, and (ix) all Debt of others Guaranteed by such
  Person.

  “Default” means any
  condition or event which constitutes an Event of Default or which with the
  giving of notice or lapse of time or both would, unless cured or waived,
  become an Event of Default.

  “DOL” means the United States Department of Labor and any successor
  Federal agency having similar powers.

   “Dollars” or “$”
  means dollars in lawful currency of the United States of America.

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  “Domestic Business Day”
  means any day except a Saturday, Sunday or other day on which commercial banks
  in Georgia are authorized by law to close.

  “ERISA” means the Employee
  Retirement Income Security Act of 1974, as amended from time to time, or any
  successor law, including any rules or regulations promulgated thereunder. 
  Any reference to any provision of ERISA shall also be deemed to be a reference
  to any successor provision or provisions thereof.

  “ESOP Contribution” means all tax deductible payments made to the
  Trust for the purpose of enabling it to payoff the ESOP Loan, which are
  ultimately used by the Trust to make payments under the ESOP Note (and, in
  turn, used by the Borrower to make payments under the Note).

  “ESOP Loan” means the loan evidenced by the ESOP Note.

  “ESOP Loan Agreement” means that Loan and Security Agreement
  between the Trust and Borrower, dated as of even date herewith, governing the
  terms and conditions of the ESOP Loan, as such agreement shall be modified,
  amended, supplemented, restated, extended, consolidated, renewed or replaced
  and in effect from time to time.

  “ESOP Loan Documents” shall mean the ESOP Loan Agreement, ESOP
  Note, the ESOP Master Pledge Agreement, and any other document now or at any
  time hereafter evidencing, relating to, securing or guaranteeing the ESOP
  Note, as any of the same may be amended, restated, modified, replaced or
  extended from time to time.

  “ESOP Note” means collectively that term loan note of the Trust
  payable to Borrower, dated as of an even date herewith, and all promissory
  notes delivered in substitution or exchange therefor, in each case as the same
  shall be modified, amended, supplemented, restated, extended, consolidated,
  renewed or replaced and in effect from time to time.

  “ESOP Master Pledge Agreement”
  means that ESOP Master Stock Pledge Agreement, dated as of  an even date
  herewith, given by the Trust to the Borrower, pursuant to which the Trust has
  pledged to the Borrower, as security for the payment and performance of the
  Trust’s obligations to the Borrower under the ESOP Loan, all of the Borrower
  Stock, as such agreement shall be amended, supplemented, restated or otherwise
  modified and in effect from time to time.

  “ESOP Transaction” means the execution, delivery and performance by
  the respective parties thereto of the ESOP Loan Documents, the borrowing of
  the ESOP Loan by the Trust from the Borrower and the use by the Trust of the
  proceeds of the ESOP Loan to finance such acquisition of the Borrower Stock
  collectively from the Stockholders.

  “Event of Default” shall
  have the meaning assigned to such term in Section 7.01.

   “Fiscal Year” means
  any fiscal year of the Borrower.

   

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  “Governmental Authority” means any nation or government, any
  federal, state, local or other political subdivision thereof and any entity
  exercising executive, legislative, judicial, regulatory or administrative
  functions of or pertaining to government, or any instrumentality of any of the
  foregoing. The term “Governmental Authority” shall include, without
  limitation, the IRS and the DOL.

  “Guarantee” by any Person
  means any obligation, contingent or otherwise, of such Person directly or
  indirectly guaranteeing any Debt or other obligation of any other Person and,
  without limiting the generality of the foregoing, any obligation, direct or
  indirect, contingent or otherwise, of such Person (i) to secure, purchase
  or pay (or advance or supply funds for the purchase or payment of) such Debt
  or other obligation (whether arising by virtue of partnership arrangements, by
  agreement to keep-well, to purchase assets, goods, securities or services, to
  provide collateral security, to take-or-pay, or to maintain financial
  statement conditions or otherwise) or (ii) entered into for the purpose
  of assuring in any other manner the obligee of such Debt or other obligation
  of the payment thereof or to protect such obligee against loss in respect
  thereof (in whole or in part), provided that the term Guarantee shall
  not include endorsements for collection or deposit in the ordinary course of
  business.  The term “Guarantee” used as a verb has a corresponding
  meaning.

  “Investment” means any
  investment in any Person, whether by means of purchase or acquisition of
  obligations or securities of such Person, capital contribution to such Person,
  loan or advance to such Person, making of a time deposit with such Person,
  Guarantee or assumption of any obligation of such Person or otherwise, except
  for ordinary banking transactions in the ordinary course of business.

  “IRS” means the United States Internal Revenue Service and any
  successor Federal agency having similar powers.

  “Lien” means, with respect to any asset, any mortgage, lien,
  pledge, charge, security interest or encumbrance of any kind in respect of
  such asset.  For the purposes of this Agreement, the Borrower or any
  Subsidiary shall be deemed to own subject to a Lien any asset which it has
  acquired or holds subject to the interest of a vendor or lessor under any
  conditional sale agreement, capital lease or other title retention agreement
  relating to such asset.

  “Loan Documents” means
  this Agreement, the Note, the Collateral Assignment and any other document
  evidencing or securing the Note.

  “Margin Stock” means “margin
  stock” as defined in Regulations T, U or X of the Board of Governors of
  the Federal Reserve System, as in effect from time to time, together with all
  official rulings and interpretations issued thereunder.

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

  “Note” shall mean Note A.

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  “Note A” means that
  certain promissory note dated an even date herewith made by Borrower in favor
  of Bank in the original maximum principal amount of $2,000,000.

  “Obligations” means all
  indebtedness, obligations and liabilities to the Bank existing on the date of
  this Agreement or arising thereafter, direct or indirect, joint or several,
  absolute or contingent, matured or unmatured, liquidated or unliquidated,
  secured or unsecured, arising by contract, operation of law or otherwise, of
  the Borrower under this Agreement or any other Loan Document.

  “PBGC” means the Pension
  Benefit Guaranty Corporation or any entity succeeding to any or all of its
  functions under ERISA.

  “Permitted Encumbrances”
  means:

  (a)      
  Liens in favor of the Bank;

  
  (b)      
  Liens for taxes or assessments or other governmental charges or
  levies if not yet due and payable or, if due and payable, if they are being
  contested in good faith by appropriate proceedings and for which appropriate
  reserves are maintained;

  (c)      
  Liens imposed by law, such as mechanics’ materialmen’s,
  landlords’, warehousemen’s, and carriers’ Liens, securing obligations
  incurred in the ordinary course of business which are not yet due and payable
  or which are being contested in good faith by appropriate proceedings and for
  which appropriate reserves have been established;

  (d)      
  Liens under workers’ compensation, unemployment insurance,
  Social Security, or similar legislation;

  (e)      
  Liens, deposits, or pledges to secure the performance of bids,
  tenders, contracts (other than contracts for the payment of money), leases
  (permitted under the terms of this Agreement), public or statutory
  obligations, surety, stay, appeal, indemnity, performance, or other similar
  bonds, or other similar obligations arising in the ordinary course of business;

  (f)      
  Judgment and other similar Liens arising in connection with
  court proceedings, provided the execution or other enforcement of such Liens
  is effectively stayed and the claims secured thereby are being actively
  contested in good faith and by appropriate proceedings;

  (g)      
  Easements, rights-of-way, restrictions, and other similar
  encumbrances which, in the aggregate, do not materially interfere with the
  occupation, use, and enjoyment by the Borrower or any Subsidiary of the
  property or assets encumbered thereby in the normal course of its business or
  materially impair the value of the property subject thereto;

  

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  (h)      
  Liens incidental to the conduct of banking business, not
  incurred in connection with the borrowing of money, arising out of
  transactions in federal funds, repurchase agreements, interbank credit
  facilities, bank deposits, or other obligations to customers or depositors of
  the Borrower’s Subsidiaries.

  (i)      
  Liens incurred in connection with the borrowing by a Subsidiary
  from the Federal Reserve Bank, or the Federal Home Loan Bank, in the ordinary
  course of business; and

  (j)      
  Liens for purchase money security interests or Liens incurred in
  connection with any conditional sale or other title retention agreement or
  capital lease.

  

  “Person” means any
  individual, joint venture, corporation, company, voluntary association,
  partnership, trust, joint stock company, unincorporated organization,
  association, government, or any agency, instrumentality, or political
  subdivision thereof, or any other form of entity or organization.

  “Plan” means at any time
  an employee pension benefit plan which is covered by Title IV of ERISA or
  subject to the minimum funding standards under Section 412 of the Code
  and is either (i) maintained by a member of the Controlled Group for employees
  of any member of the Controlled Group or (ii) maintained pursuant to a
  collective bargaining agreement or any other arrangement under which more than
  one employer makes contributions and to which a member of the Controlled Group
  is then making or accruing an obligation to make contributions or has within
  the preceding five plan years made contributions.

  “Prior Loan Agreement”
  means that certain Amended and Restated Revolving Credit/Term Loan Agreement
  by and between Borrower herein and Bank herein dated as of July 31, 2000,
  together with all documentation delivered and collateral provided in
  connection therewith and any modification or renewals thereof, the terms of
  which are incorporated herein by this reference thereto.

  “Redeemable Preferred Stock”
  of any Person means any preferred stock issued by such Person which is at any
  time either (i) mandatorily redeemable (by sinking fund or similar payments or
  otherwise) or (ii) redeemable at the option of the holder thereof.

  “Reportable Event” has the
  meaning given such term in Section 4043(b) of Title V of ERISA.

  “Stockholders” means collectively all Persons who may sell shares
  of Borrower’s common stock to the Trust.

  “Subsidiary” of a Person means any corporation or other entity of
  which securities or other ownership interests having ordinary voting power to
  elect a majority of the board of directors or other persons performing similar
  functions are at the time directly or

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  indirectly owned by such Person. 
  Unless otherwise indicated, all references herein to Subsidiaries refer to
  Subsidiaries of the Borrower.

  SECTION 1.02.  Accounting
  Terms and Determinations. Unless otherwise specified herein, all terms of
  an accounting character 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 material accordance with
  generally accepted accounting principles as in effect from time to time,
  applied on a basis consistent (except for changes reasonably approved by Bank)
  with the most recent audited financial statements of the Borrower and its
  Subsidiaries delivered to the Bank.

  SECTION 1.03.  References. 
  Except as otherwise expressly provided in this Agreement:  the words “herein,”
  “hereof,” “hereunder” and other words of similar import refer
  to this Agreement as a whole, including the Schedule hereto which is a part
  hereof, and not to any particular Section, Article, paragraph or other
  subdivision; the singular includes the plural and the plural includes the
  singular; “or” is not exclusive; the words “include,”
  “includes” and “including” are not limiting; a reference
  to any agreement or other contract includes past and future permitted
  supplements, amendments, modifications and restatements thereto or thereof; a
  reference to an Article, Section, paragraph or other subdivision is a
  reference to an Article, Section, paragraph or other subdivision of this
  Agreement; a reference to any law includes any amendment or modification to
  such law and any rules and regulations promulgated thereunder; a reference to
  a Person includes its permitted successors and assigns; any right may be
  exercised at any time and from time to time; and, except as otherwise
  expressly provided therein, all obligations under any agreement or other
  contract are continuing obligations throughout the term of such agreement or
  contract.

  ARTICLE II.  THE CREDITS

  SECTION 2.01.  Commitment
  to Lend.   The Bank agrees to lend to Borrower up to a maximum
  of $2,000,000, in accordance with the terms of the Commitment and this
  Agreement.  The Bank shall have no obligation to advance funds in excess
  of such amount or on terms not otherwise provided in this Agreement. To the
  extent of any conflict between the terms of the Commitment and the terms of
  this Agreement, the terms of this Agreement shall govern.

  SECTION 2.02.  Loan
  Amount:  Up to a maximum of Two Million and 00/100 Dollars
  ($2,000,000.00) (the “Maximum Advance”) to Borrower, solely for the
  purposes of advances (each, an “Advance” and together, the “Advances”)
  for the purchase by the Trust of Borrower Stock from the Stockholders.

  Advances: 
  Advances shall be funded pursuant to this Paragraph and calculated pursuant to
  an “Advance Schedule”, attached hereto as Exhibit A-1, and a
  “Requisition Form,” attached hereto as Exhibit A-2. 
  The Advance Schedule and the Requisition Form shall be provided by the Bank
  and completed by an authorized officer of Borrower.  All requests for an
  Advance shall be supported by a corresponding pledge of the Borrower Stock
  purchased with the proceeds of such Advance subject to that certain ESOP
  Master Stock Pledge Agreement dated as of an even date herewith, a copy of
  which is attached hereto as Exhibit A-3, which has

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  been assigned to the
  Bank in accordance with that certain Assignment of ESOP Note and Master Stock
  Pledge dated as of an even date herewith, a copy of which is attached hereto
  as Exhibit A-4.  In no event shall the sum of all Advances exceed
  the Maximum Advance.

  SECTION 2.03.  Interest
  Rate.  The interest rate of the Note up to the Conversion Date (as
  defined hereinbelow) shall be the Bank Prime Rate minus one percent
  (1.0%), as more fully set forth in the Note.  The interest rate of the
  Note on the Conversion Date and thereafter shall be a rate to be determined by
  Borrower and Bank as of the Conversion Date.

  SECTION 2.04.  Closing
  Fee.  The customary closing fee has been waived by the Bank.

  SECTION 2.05.  Optional
  Prepayments.  The Borrower may prepay the Note, in whole or in part,
  without penalty.  Any prepayment of principal on the Note shall first be
  applied to any outstanding fees, penalties, expenses and interest owed to Bank
  on any obligation of Borrower to Bank under the Loan Documents, and shall then
  be applied against any installments of principal in their inverse order of
  maturity.

  SECTION 2.06.  Payment
  and Conversion Provisions.  Prior to the Conversion Date, interest
  only shall be due on the Note, payable quarterly on July 31, 2001; October 31,
  2001; January 31, 2002; and April 30, 2002.  For purposes of this
  Agreement, the “Conversion Date” shall be May 1, 2002. 
  Following the Conversion Date, the then current balance of the Note shall be
  repaid according to a schedule of equal and fully amortizing quarterly
  payments of principal plus accrued interest commencing on the last day of the
  first calendar quarter following the Conversion Date (July 31, 2002), which
  payment amount shall be set on the Conversion Date, with the number of
  payments determined by calculating the number of calendar quarters remaining
  between the Conversion Date and April 30, 2006. The entire principal balance
  and all accrued but unpaid interest on the Note shall be due and payable on
  June 30, 2006 if not sooner paid.

  SECTION 2.07.  General
  Provisions Concerning Payments.  All payments of Borrower shall be
  made in Federal or other funds immediately available to the Bank at its office
  in Atlanta, Georgia, not later than 1:00 p.m., Eastern time.  Funds
  received after 1:00 p.m. shall be deemed to have been paid on the next
  following Domestic Business Day.  Whenever any payment shall be due on a
  day which is not a Domestic Business Day, the date for payment thereof shall
  be extended to the next succeeding Domestic Business Day. 

  SECTION 2.08.  Computation
  of Interest. All interest due under this Note on or prior to the
  Conversion Date shall be computed by applying the ratio of the annual interest
  rate over a year of 360 days, multiplied by the outstanding principal balance
  and multiplied by the actual number of days the principal balance is
  outstanding.  All interest due under this Note after the Conversion Date
  shall be computed by applying the ratio of the annual interest rate over a
  year of 360 days, multiplied by the outstanding principal balance and
  multiplied by the actual number of days the principal balance is
  outstanding. 

  SECTION 2.09.  INTENTIONALLY
  DELETED

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  SECTION 2.10.  Collateral
  Assignment.  Borrower shall grant a first priority security interest
  to the Bank pursuant to the Collateral Assignment in the (a) ESOP Note, (b)
  the ESOP Loan Documents, and (c) all collateral securing the ESOP Note
  including, without limitation, the Borrower’s Stock.  Any security
  interest in the Borrower Stock, and any other collateral securing the ESOP
  Note, shall be subject to the terms of the ESOP.

   ARTICLE III. 
  INTENTIONALLY
  DELETED

  ARTICLE IV.  CONDITIONS
  TO BORROWING

  SECTION 4.01.  The
  obligation of the Bank hereunder is subject to the satisfaction of the
  following conditions:

  (a)      
  receipt by the Bank from the Borrower of a duly executed
  counterpart of this Agreement signed by the Borrower and the Trustees on
  behalf of the Trust;

  (b)      
  receipt by the Bank of the duly executed Note;

  (c)      
  receipt by the Bank of (i) an opinion of counsel for the
  Borrower and (ii) an opinion of counsel for the Trustee, both in forms
  acceptable to Bank covering such matters relating to the transactions
  contemplated hereby as the Bank may reasonably request;

  (d)      
  receipt by the Bank of all documents which the Bank may
  reasonably request relating to the existence of the Borrower, the corporate
  authority for and the validity of this Agreement, the Note and the other Loan
  Documents, and any other matters relevant hereto, all in form and substance
  satisfactory to the Bank, including without limitation a certificate of
  incumbency of the Borrower, signed by the Secretary or an Assistant Secretary
  of the Borrower, certifying as to the names, true signatures and incumbency of
  the officer or officers of the Borrower authorized to execute and deliver the
  Loan Documents, and certified copies of the following items:  (i) the
  Borrower’s Articles of Incorporation, (ii) the Borrower’s Bylaws, (iii) a
  certificate of the Secretary of State (or other appropriate office) of the
  jurisdiction of the Borrower’s incorporation as to the good standing of the
  Borrower as a corporation of such jurisdiction, and (iv) the action taken by
  the Board of Directors of the Borrower authorizing the Borrower’s execution,
  delivery and performance of this Agreement, the Note and the other Loan
  Documents to which the Borrower is a party;

  (e)      
  the Bank shall have received (i) the original fully executed
  ESOP Loan Documents (ii) the Collateral Assignment, (iii) stock certificates
  evidencing all of the shares of the Borrower Stock, registered in the name of
  the Trust, together with stock powers duly executed in blank, (iv) a copy of
  all documents related to the ESOP Transaction, each certified on such date,
  (v) a copy of the action of the Trustees authorizing the borrowing of the ESOP
  Loan thereunder, and (vi) the written legal opinion of each of the Borrower’s
  counsel and the Trustee’s counsel concerning the due authorization,
  execution, delivery and enforceability of the ESOP, the Trust Agreement, the
  ESOP Loan Documents, and containing such other opinions as the Bank may
  reasonably require.

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  ARTICLE V.  REPRESENTATIONS
  AND WARRANTIES

  SECTION 5.01.  The
  Borrower represents and warrants that:

  (a)      
  Corporate Existence and Power. 
  The Borrower is a
  corporation duly organized, validly existing and in good standing under the
  laws of the jurisdiction of its incorporation, is duly qualified to transact
  business in every jurisdiction where, by the nature of its business, such
  qualification is necessary, and has all corporate powers and all governmental
  licenses, authorizations, consents and approvals required to carry on its
  business as now conducted, except where the failure to so qualify or obtain
  such licenses, authorizations, consents and approvals would not have a
  materially adverse effect.

  (b)      
  Corporate and Governmental Authorization; Contravention. 
  The execution, delivery and performance by the Borrower of this Agreement, the
  Note, the other Loan Documents and performance of Borrower in the ESOP
  Transaction (i) are within the Borrower’s corporate powers,
  (ii) have been duly authorized by all necessary corporate action,
  (iii) require no action by or in respect of, or filing with, any
  governmental body, agency or official, (iv) do not contravene, or
  constitute a default under, any provision of applicable law or regulation or
  of the certificate of incorporation or by-laws of the Borrower or of any
  agreement, judgment, injunction, order, decree or other instrument binding
  upon the Borrower or any of its Subsidiaries, and (v) do not result in
  the creation or imposition of any Lien on any asset of the Borrower or any of
  its Subsidiaries (other than Permitted Liens).

  (c)      
  Binding Effect. 
  This Agreement constitutes a valid
  and binding agreement of the Borrower enforceable in accordance with its
  terms, and the Note and the other Loan Documents, when executed and delivered
  in accordance with this Agreement, will constitute valid and binding
  obligations of the Borrower enforceable in accordance with their respective
  terms, provided that the enforceability hereof and thereof is subject
  in each case to general principles of equity and to bankruptcy, insolvency and
  similar laws affecting the enforcement of creditors’ rights generally.

  (d)      
  Financial Information.  The balance sheets of the
  Borrower and its Subsidiaries as of  December 31, 2000 and the related
  statements of income, shareholders’ equity and cash flows for the past four
  (4) Fiscal Years then ended, copies of which have been delivered to the Bank,
  and the unaudited financial statements of the Borrower and its Subsidiaries
  for the interim period ended March 31, 2001, copies of which have been
  delivered to the Bank, fairly present, in material conformity with generally
  accepted accounting principles, the financial position of the Borrower and its
  Subsidiaries as of such dates and their consolidated results of operations and
  cash flows for such periods stated.  Since March 31, 2001 there has been
  no material adverse change in the business, financial position, results of
  operations or prospects of the Borrower and its Subsidiaries.

  (e)      
  Litigation.  There is no action, suit or proceeding
  pending, or to the knowledge of the Borrower threatened, against or affecting
  the Borrower or any of its Subsidiaries before any court or arbitrator or any
  governmental body, agency or official which could materially adversely affect
  the business, financial position or results of operations of the Borrower and
  its Subsidiaries, or which in any manner draws into question the validity of,
  or

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  could impair the ability of the Borrower to perform its obligations under,
  this Agreement, the Note or any of the other Loan Documents.

  (f)      
  Compliance with ERISA.  The Borrower and each member
  of the Controlled Group have fulfilled their obligations under the minimum
  funding standards of ERISA and the Code with respect to each Plan and are in
  compliance in all material respects with the presently applicable provisions
  of ERISA and the Code, and have not incurred any liability to the PBGC or a
  Plan under Title IV of ERISA.  Neither the Borrower nor any member of the
  Controlled Group is or ever has been obligated to contribute to any
  Multiemployer Plan.

  (g)      
  Taxes.  There have been filed on behalf of the
  Borrower and its Subsidiaries all Federal, state and local income, excise,
  property and other tax returns which are required to be filed by them and all
  taxes due pursuant to such returns or pursuant to any assessment received by
  or on behalf of the Borrower or any Subsidiary have been paid, except where
  the failure to so file or so pay could not reasonably be expected to have a
  materially adverse effect.  The charges, accruals and reserves on the
  books of the Borrower and its Subsidiaries in respect of taxes or other
  governmental charges are, in the opinion of the Borrower, adequate. 

  (h)      
  Subsidiaries.  Each of the Borrower’s Subsidiaries
  is a corporation duly organized, validly existing and in good standing under
  the laws of its jurisdiction of incorporation, and has all corporate powers
  and all governmental licenses, authorizations, consents and approvals required
  to carry on its business as now conducted, except where the failure to obtain
  such licenses, authorizations, consents and approvals could not reasonably be
  expected to have a materially adverse effect.

  (i)      
  Not an Investment Company. 
  The Borrower is not an
  “investment company” within the meaning of the Investment Company
  Act of 1940, as amended.

  (j)      
  Ownership of Property; Liens. 
  Each of the Borrower
  and its Subsidiaries has title to its properties sufficient for the conduct of
  its business, and none of such property is subject to any Lien except for
  Permitted Encumbrances.

  (k)      
  No Default.  Neither the Borrower nor any of its
  Subsidiaries is in default under or with respect to any agreement, instrument
  or undertaking to which it is a party or by which it or any of its property is
  bound which will be materially adverse to the business, operations, property
  or financial or other condition of the Borrower and its Subsidiaries, or which
  will materially adversely affect the ability of the Borrower to perform its
  obligations under the Loan Documents.  No Default has occurred and is
  continuing.

  (l)      
  Full Disclosure.  All information heretofore
  furnished by the Borrower to the Bank for purposes of or in connection with
  this Agreement or any transaction contemplated hereby is, and all such
  information hereafter furnished by the Borrower to the Bank will be, true,
  accurate and complete in every material respect or based on reasonable
  estimates on the date as of which such information is stated or
  certified.  The Borrower has disclosed to the Bank in writing any and all
  facts which materially and adversely affect or in the reasonable opinion of
  the Borrower, may affect, the business, operations, prospects or condition,
  financial or otherwise, of 

  11

  

  
     
  

   
   the Borrower and its Subsidiaries  or the
  ability of the Borrower to perform its obligations under this Agreement.

  (m)      
  ESOP Documents. The Borrower has delivered to the Bank a
  true and complete copy of the ESOP, the Trust Agreement, and the most recent
  IRS determination letter, including, without limitation, all modifications and
  supplements thereto, as in effect on the date of this Agreement, and the ESOP
  and the Trust Agreement are in full force and effect and no term or condition
  of any thereof has been amended, modified or waived. 

  (n)vESOP Loan Documents.  The Borrower has delivered to
  the Bank a true and complete copy of the ESOP Loan Documents, including,
  without limitation, all modifications and supplements thereto, as in effect on
  the date of this Agreement, and the ESOP Loan Documents are in full force and
  effect and no term or condition of any thereof has been amended, modified or
  waived. 

  (o)      
  ESOP Adoption and Qualification. The ESOP has been duly
  adopted and is in full force and effect and constitutes a qualified plan under
  Section 401(a) of the Code, and the ESOP is an “employee stock
  ownership plan” as defined in Section 4975(e)(7) of the Code and
  the regulations promulgated thereunder.

  (p)      
  Continued Qualification of ESOP. The ESOP will continue
  to so constitute a qualified plan and the ESOP will continue to be an employee
  stock ownership plan.

  (q)      
  Trust. The Trust is, and will continue to be, exempt from
  Federal income taxation under Section 501(a) of the Code and the Trust
  holds and will continue to hold the assets of the ESOP.

  (r)      
  ERISA Requirements. The Borrower has complied, and the
  Trust and the ESOP materially comply, in all respects with the requirements of
  ERISA and the Code and the regulations under each thereof as from time to time
  in effect applicable to the Borrower, the Trust and the ESOP.

  (s)      
  Employer Securities. The Borrower Stock constitutes “employer
  securities” within the meaning of Section 409(l) of the Code.

  (t)      
  Exempt Loan. The indebtedness of the Trust under the ESOP
  Loan Documents qualifies for the exemptions set forth in
  Section 408(b)(3) of ERISA and Section 4975(d)(3) of the Code (and
  the regulations promulgated under each thereof).

  (u)      
  No Prohibited Transaction.  Neither the ESOP Loan
  nor the consummation of the ESOP Transaction constitutes or results in, and
  neither will constitute or result in, a non-exempt “prohibited
  transaction” as defined in Section 406 of ERISA or
  Section 4975(c) of the Code.

  (v)      
  Purchase of Borrower Stock.  The purchase of the
  Borrower Stock by the Trust with the proceeds of the ESOP Loan, and the
  holding of the Borrower Stock in the ESOP after such purchase, do not
  constitute or result in a “prohibited transaction” as defined in
  Section 406 of ERISA or Section 4975(c) of the Code (taking into
  account the provisions of 

  12

  

  
     
  

   
   Section 408(b) of ERISA and
  Section 4975(d) of the Code) nor did or will such purchase materially
  violate any other applicable law, rule or regulation, including without
  limitation ERISA, any state or federal securities or other laws and general
  principles of common law and equity applicable to trusts and the actions of
  trustees.

  (w)      
  No ERISA Violation. The execution, delivery and
  performance by the Trustees, as Trustees under the Trust Agreement and on
  behalf of the Trust, of this Agreement, the ESOP Loan Documents to which the
  Trust is a party and the Stock Purchase Agreement do not materially violate
  any provision of ERISA or the Code.

  (x)      
  Use of Proceeds of ESOP Loan. No portion of the proceeds
  of the ESOP Loan have been or will be used, unless otherwise provided by the
  ESOP or applicable law, for any purpose other than for the acquisition of, and
  the payment of the purchase price for the Borrower Stock.

  (y)      
  Intellectual Properties. The Borrower possesses all
  necessary patents, licenses, trademarks, trademark rights, trade names, trade
  name rights and copyrights to conduct its business as now conducted, without
  known conflict with any patent, license, trademark, trade name, or copyright
  of any other person.

  (z)      
  Solvency.  The Borrower and each Subsidiary are
  solvent and will not be rendered insolvent by the transactions contemplated by
  this Agreement. For purposes hereof, “solvent” means that a Person
  (i) does not have unreasonably small capital to carry on its business as now
  conducted and as presently proposed to be conducted, (ii) is able to pay its
  debts as they become due in the ordinary course of business,  and (iii)
  has assets with a present fair saleable value greater than its total stated
  liabilities and identified contingent liabilities, including any amounts
  necessary to satisfy preferential rights of shareholders.

  (aa)    
  Prior Loan Agreement.  Borrower certifies that the
  representations and warranties made by Borrower in the Prior Loan Agreement
  are true and complete on and as of the date hereof, except to the extent that
  any such representations and warranties refer to a specific prior date.

   

  ARTICLE VI.  COVENANTS

  SECTION 6.01.  The
  Borrower agrees that, so long as any amount payable under this Agreement
  remains unpaid:

  (a)      
  Information.  The Borrower will deliver to the Bank:

  (1)       
  as soon as available and in any event within one hundred eighty
  (180) days after the end of each Fiscal Year, a valuation report with respect
  to the assets within the Trust prepared by an independent appraiser for the
  ESOP and in form reasonably satisfactory to the Bank; 

  (2)      
  such information, statements, reports, letters, certificates and
  notices as are required in Section 5.10 of the Prior Loan Agreement;

  13

  

  
     
  

   
  (3)      
  as soon as practicable and in any event within thirty (30) days
  after any officer of the Borrower obtains knowledge of (i) the occurrence of
  any event or condition which constitutes a Reportable Event with respect to
  any Plan, other than a Reportable Event as to which the PBGC has by regulation
  waived the requirement to notify it within 30 days, (ii) any transaction which
  constitutes a “prohibited transaction,” as such term is defined in
  Section 4975 of the Code, in connection with any Plan or any trust
  created thereunder, (iii) the issuance of any notice of any complete or
  partial withdrawal liability under Title IV of ERISA with respect to any Plan,
  or (iv) the issuance of any notice from the PBGC under Title IV of ERISA of
  any intent to terminate or appoint a trustee to administer any Plan, a written
  notice specifying the nature thereof, what action the Borrower has taken, are
  taking or propose to take with respect thereto, and, when known, any action
  taken or threatened by the PBGC or the IRS with respect thereto, and, in the
  case of any notice described in this paragraph (3), furnish to the Bank a copy
  of such notice;

  (b)      
  Maintenance of Records.  The Borrower will keep, and
  will cause each Subsidiary to keep, adequate records and books of account, in
  which complete entries will be made in accordance with generally accepted
  accounting principles consistently applied, reflecting all financial
  transactions of Borrower and its Subsidiaries.

  (c) -
  (g)       INTENTIONALLY DELETED

  (h)       Capital Expenditures.
  Neither the Borrower nor the Borrower’s bank Subsidiaries will make any
  expenditures for fixed or capital assets if, after giving effect thereto, the
  aggregate of all such expenditures made by the Borrower or any bank Subsidiary
  would exceed FOUR MILLION AND NO/100THS DOLLARS ($4,000,000.00) during any
  Fiscal Year.  Bank may, in its sole discretion, approve in writing
  exceptions to this restriction.

  (i)       INTENTIONALLY DELETED

  (j)       INTENTIONALLY DELETED

  (k)       Negative Pledge. 
  Neither the Borrower nor any Subsidiary will create, assume or suffer to exist
  any Lien on the collateral securing the Loan Documents and the ESOP Loan
  Documents, except for Permitted Encumbrances.

  (l)       Maintenance of
  Existence.  The Borrower shall, and shall cause each Subsidiary to,
  maintain its corporate existence and carry on its business in substantially
  the same manner and in substantially the same fields as such business is now
  carried on and maintained.

  (m)       Dissolution.  Neither the
  Borrower nor any of its Subsidiaries shall suffer or permit dissolution or
  liquidation either in whole or in part or redeem or retire any shares of its
  own stock or that of any Subsidiary, except as required by the terms of the
  ESOP.

  (n)       Consolidations, Mergers and
  Sales of Assets.  The Borrower will not, nor will it permit any
  Subsidiary to, consolidate or merge with or into, or sell, lease or otherwise
  transfer all or any substantial part of its assets to, any other Person, or
  discontinue or eliminate

  14

  

  
     
  

   
  any business line or segment without the consent of
  Bank, which consent shall not be unreasonably withheld or delayed. 

  (o)       Use of Proceeds.  No
  portion of the proceeds of the Note will be used by the Borrower (i) in
  connection with any tender offer for, or other acquisition of, stock of any
  corporation with a view towards obtaining control of such other corporation,
  (ii) directly or indirectly, for the purpose, whether immediate,
  incidental or ultimate, of purchasing or carrying any Margin Stock, or
  (iii) for any purpose in violation of any applicable law or regulation.

  (p)       Compliance with Laws; Payment
  of Taxes.  The Borrower will, and will cause each of its Subsidiaries
  and each member of the Controlled Group to, comply in all material respects
  with applicable laws (including but not limited to ERISA), regulations and
  similar requirements of governmental authorities (including but not limited to
  PBGC), except where the necessity of such compliance is being contested in
  good faith through appropriate proceedings.  The Borrower will, and will
  cause each of its Subsidiaries to, pay promptly when due all taxes,
  assessments, governmental charges, claims for labor, supplies, rent and other
  obligations which, if unpaid, might become a lien against the property of the
  Borrower or any Subsidiary, except liabilities being contested in good faith
  and against which, if requested by the Bank, the Borrower will set up reserves
  satisfactory to the Bank.  Borrower agrees that, in the event the ESOP
  fails to retain the common stock of Borrower purchased by it with the proceeds
  of the ESOP Loan for a period of three (3) years from the date of purchase and
  there is, thereby, an obligation to pay an excise tax as set forth in Section
  4978 of the Code, unless exempted under Section 4978(d) of the Code, or any
  other tax, penalty or expense, Borrower will pay any such tax, penalty or
  expense prior to the imposition of any lien or encumbrance.

  (q)      
  Insurance.  The
  Borrower will maintain, and will cause each of its Subsidiaries to maintain
  (either in the name of the Borrower or in such Subsidiary’s own name), with
  financially sound and reputable insurance companies, insurance on all its
  property and liability insurance, including without limitation, professional
  liability insurance in at least such amounts and against at least such risks
  as are usually insured against in the same general area by companies of
  established repute engaged in the same or similar business.

  (r)       Change in Fiscal Year. 
  The Borrower will not change its Fiscal Year without the consent of the Bank,
  which consent shall not be unreasonably withheld.

  (s)      
  Maintenance of Property.  The Borrower shall, and shall cause each Subsidiary to, maintain all of its
  material properties and assets in reasonably good condition, repair and
  working order, ordinary wear and tear excepted, except for assets no longer
  used or useful in the Borrower’s business.

  (t)       Indebtedness.
  Neither the Borrower nor any Subsidiary shall be liable, directly or
  indirectly, contingently or otherwise, in respect of any Debt except: (i) the
  Debt incurred or permitted under this Agreement or the Prior Loan Agreement,
  as same may be modified or amended from time to time, (ii) the indebtedness
  disclosed by the financial statements referred to in
  Section 5.01(d),above; and (iii) Debt of a Subsidiary to the Federal
  Reserve Bank or the Federal Home Loan Bank.

  15

  

  
     
  

   
  (u)       Conduct of Business. The
  Borrower shall not make any material (as reasonably determined by the Bank)
  change in the manner in which the business of the Borrower is conducted.

  (v)       ESOP and Trust Related
  Matters. The Borrower agrees that it shall: (i) do or cause to be done all
  things reasonably necessary to preserve and keep in force and effect the Trust’s
  existence; (ii) continue to satisfy or cause to be satisfied all material
  requirements for the Trust’s qualification under Section 401(a) of the
  Code, the Trust’s tax-exempt status under Section 501(a) of the Code,
  the treatment of the ESOP as an employee stock ownership plan under
  Section 4975(e)(7) of the Code, and the exemption of the  ESOP Loan
  and the ESOP Transaction from the prohibited transaction provisions of
  Section 4975 of the Code or of Section 406(a) or Section 406(b)
  of ERISA; (iii) cause the Borrower Stock to constitute at all times “employer
  securities” within the meaning of Section 409(l) of the Code; (iv)
  from time to time take any and all reasonably necessary actions to ensure
  material compliance (A) of the ESOP and the Trust with all applicable laws,
  rules, regulations (including without limitation all applicable provisions of
  ERISA and the Code), and (B) of the Borrower, the ESOP and the Trust with the
  provisions of the ESOP and the Trust Agreement; (v) make such amendments to
  the ESOP and the Trust Agreement as may be required by the IRS or the DOL to
  secure and preserve the tax qualification of the ESOP and the Trust, and the
  prohibited transaction exemptions applicable to the ESOP Loan, and to promptly
  furnish to the Bank copies of any such documents; (vi) not terminate the ESOP;
  (vii) from time to time, as reasonably requested by the Bank, furnish to the
  Bank such books, records and other documents relating to the Trust or the ESOP
  as the Bank shall specify and permit the Bank to make copies and extracts from
  such books, records, and other documents, and discuss with any representative
  of the Borrower the affairs of the Trust and the ESOP; and (ix) make
  contributions to the ESOP and the Trust in amounts at least sufficient
  (subject to, and in accordance with, the terms of the ESOP) to enable the
  Trust to make all payments of the principal of and interest on the ESOP Loan
  as and when such payments shall become due.

  (w)      
  Amendments to Documents. The
  Borrower shall not permit any material amendment, restatement or other
  modification to any of the ESOP Documents, except as required by the DOL or
  the IRS or any applicable statute, regulation or ruling, without the prior
  written consent of the Bank, such consent not to be unreasonably withheld.

  (x)      
  Special Covenants Regarding
  Uses of Moneys. The Borrower further agrees that, so long as the
  Bank has any obligation to lend hereunder and until the Loan, all interest
  thereon and all other Obligations have been finally and indefeasibly paid in
  full, (a) it shall designate adequate cash contributions and dividends made by
  it to the Trust for use by the Trust (subject to, and in accordance with, the
  terms of the ESOP) for the repayment to the Borrower of the ESOP Loan except
  to the extent otherwise consented to by the Bank in writing; and (b) the
  Borrower shall promptly apply any and all moneys received by it from the Trust
  to the repayment to the Bank of the Loan in such order as the Bank may elect.

  (y)      
  Change in Ownership and
  Management.  The Borrower shall not cause or permit or suffer to
  exist any material change in the ownership, the board of directors, or the

  16

  

  
     
  

   
  
  executive management of the Borrower from that which exists on the date of
  this Agreement unless approved by the Bank, which consent shall not
  unreasonably withheld or delayed.

  (z)       Prior Loan Agreement. 
  The Borrower shall remain in compliance with all of the covenants (including,
  without limitation, the affirmative covenants, negative covenants, and
  financial covenants) contained in the Prior Loan Agreement, as amended.

  SECTION 6.02.  General
  Covenants of the Trust. The Trust agrees that, until the ESOP Loan is paid
  in full, (a) the Trust will agree, from time to time, to any amendments to the
  Trust Agreement and the ESOP that may be requested by the IRS as a condition
  to maintaining a determination letter to the effect that the ESOP meets the
  requirements for qualification under Sections 401(a) and 4975 of the Code, and
  to any other amendments reasonably necessary to meet such requirements; (b)
  the Trust will perform its obligations hereunder and under the ESOP in good
  faith and in material compliance with all applicable provisions of the Code
  and ERISA including, without limitation Section 4975 of the Code; (c) the
  Trust will promptly give notice in writing to the Bank upon learning of any
  proceeding, notice or action by the DOL or the IRS relating to any potential
  assertion by either such agency that any material violation of ERISA or the
  Code may have occurred in connection with the administration or operation of
  the Trust or the ESOP or any part of the ESOP Transaction; and (d) within five
  business days after the Trust becomes aware of the occurrence of any Default
  or Event of Default, the Trust shall give written notice thereof to the Bank
  setting forth the details thereof and the action that the Trust is taking or
  proposes to take with respect thereto.

  ARTICLE VII.  DEFAULTS

  SECTION 7.01.  Events
  of Default.  The occurrence of any one or more of the following
  events shall constitute an Event of Default by the Borrower under this
  Agreement:

  (a)      
  the Borrower shall fail to pay any payment of principal,
  interest or other amount payable hereunder, under any other Loan Document, or
  under any other agreement between Borrower or any Subsidiary and Bank when the
  same becomes due subject to any applicable cure periods; or

  (b)      
  the Borrower shall fail to observe or perform in any material
  respect any covenant contained in Sections 6.01(h)-(o), inclusive, and
  6.01(t)-(z), inclusive; or

  (c)      
  the Borrower or the Trust shall fail to observe or perform in
  any material respect any covenant or agreement contained in this Agreement
  (other than those covered by clause (a) or (b) above) for thirty (30) days
  after the earlier of (i) the first day on which a responsible officer of the
  Borrower has knowledge of such failure, or (ii) written notice thereof has
  been given to the Borrower by the Bank; or

  (d)      
  any representation, warranty or certification made or deemed
  made by the Borrower, the Trust or any other Person in this Agreement or any
  of the other Loan Documents or ESOP Loan Documents or which his contained in
  any certificate, document, opinion or financial statement or other statement
  furnished at any time or in connection with any Loan 

  17

  

  
     
  

   
   Document, shall prove to
  have been incorrect, incomplete or misleading in any material respect on or as
  of the date made or deemed made; or

  (e)      
  the Borrower or any Subsidiary shall fail to make any payment in
  respect of Debt in a principal amount in excess of TWO HUNDRED FIFTY THOUSAND
  AN NO/100THS DOLLARS ($250,000.00) outstanding (other than the Note) when due
  or within any applicable grace period or shall be deemed in default (whether
  for non-payment or otherwise) under any other agreement with Bank (including,
  without limitation, the Prior Loan Agreement); or

  (f)      
  any event or condition shall occur which results in the
  acceleration of the maturity of Debt in a principal amount in excess of TWO
  HUNDRED FIFTY THOUSAND AND NO/100THS DOLLARS ($250,000.00) outstanding of the
  Borrower or any Subsidiary or the purchase of such Debt by the Borrower (or
  its designee) or such Subsidiary (or its designee) prior to the scheduled
  maturity thereof or enables (or, with the giving of notice or lapse of time or
  both, would enable) the holders of such Debt or any Person acting on such
  holders’ behalf to accelerate the maturity thereof or require the purchase
  thereof by the Borrower (or its designee) or such Subsidiary (or its designee)
  prior to the scheduled maturity thereof, without regard to whether such
  holders or other Person shall have exercised or waived their right to do so;
  or

  (g)      
  the Borrower or any Subsidiary shall commence a voluntary case
  or other proceeding seeking liquidation, reorganization or other relief with
  respect to itself or its debts under any bankruptcy, insolvency or other
  similar law now or hereafter in effect or seeking the appointment of a
  trustee, receiver, liquidator, custodian or other similar official of it or
  any substantial part of its property, or shall consent to any such relief or
  to the appointment of or taking possession by any such official in an
  involuntary case or other proceeding commenced against it, or shall make a
  general assignment for the benefit of creditors, or shall fail generally to
  pay its debts as they become due, or shall take any corporate action to
  authorize any of the foregoing; or

  (h)      
  an involuntary case or other proceeding shall be commenced
  against the Borrower or any Subsidiary seeking liquidation, reorganization or
  other relief with respect to it or its debts under any bankruptcy, insolvency
  or other similar law now or hereafter in effect or seeking the appointment of
  a trustee, receiver, liquidator, custodian or other similar official of it or
  any substantial part of its property, and such involuntary case or other
  proceeding shall remain undismissed and unstayed for a period of sixty (60)
  days; or an order for relief shall be entered against the Trust, the Borrower
  or any Subsidiary under the federal bankruptcy laws as now or hereafter in
  effect; or

  (i)      
  the Borrower or any member  of the Controlled Group shall fail to
  pay when due any material amount which it shall have become liable to pay to
  the PBGC or to a Plan under Title IV of ERISA; or the PBGC shall institute
  proceedings under Title IV of ERISA to terminate or to cause a trustee to
  be appointed to administer any such Plan or Plans or a proceeding shall be
  instituted by a fiduciary of any such Plan or Plans to enforce
  Section 515 or 4219(c)(5) of ERISA and such proceeding shall not have
  been dismissed within 30 days thereafter; or a condition shall exist by reason
  of which the PBGC would be entitled to obtain a decree adjudicating that any
  such Plan or Plans must be terminated; or the Borrower or any other 

  18

  

  
     
  

   
   member of
  the Controlled Group shall enter into, contribute or be obligated to
  contribute to, terminate or incur any withdrawal liability with respect to, a
  Multiemployer Plan; or

  (j)      
  one or more judgments or orders for the payment of money in an
  aggregate amount in excess of $1,000,000 shall be rendered against the
  Borrower or any Subsidiary and such judgment or order shall continue
  unsatisfied and unstayed for a period of  thirty (30) days, unless such
  judgment or order shall be fully covered by insurance; or

  (k)      
  a federal tax lien shall be filed against the Borrower under
  Section 6323 of the Code or a lien of the PBGC shall be filed against the
  Borrower under Section 4068 of ERISA and in either case such lien shall
  remain undischarged for a period of  twenty-five (25) days after the
  date of filing; or

  (l)      
  (i)  Subsequent to the date hereof, any Person or two or more
  Persons acting in concert shall have acquired, in a single transaction or
  series of transactions, beneficial ownership (within the meaning of
  Rule 13d-3 of the Securities and Exchange Commission under the Securities
  Exchange Act of 1934) of (A) thirty percent (30%) or more of the outstanding
  voting stock of the Borrower, exclusive of Borrower Stock and other voting
  stock of the Borrower, if any, beneficially owned by the Trust, or (B) shares
  of outstanding convertible preferred stock, if any, of the Borrower sufficient
  in number such that conversion of such shares of convertible preferred stock
  into voting stock of the Borrower would result in such “person” or “group”
  of persons holding (in the aggregate, considering any other voting stock of
  the Borrower then held by such “person” or “group” of persons) thirty
  percent (30%) or more of the outstanding voting stock of the Borrower,
  exclusive of Borrower Stock and other voting stock of the Borrower, if any,
  beneficially owned by the Trust; or (ii) as of any date a majority of the
  Board of Directors of the Borrower consists of individuals who were not either
  (A) directors of the Borrower as of the corresponding date of the previous
  year, (B) selected or nominated to become directors by the Board of
  Directors of the Borrower of which a majority consisted of individuals
  described in clause (A) of this Section 7.01(l), or (C) selected or
  nominated to become directors by the Board of Directors of the Borrower of
  which a majority consisted of individuals described in clauses (A) and (B) of
  this Section 7.01(l); or

  (m)      
  if any of the Trust’s obligations under the ESOP Loan
  Documents cease to be in full force and effect, or if the Trust shall contest,
  or repudiate or deny in writing the validity or enforceability of any of its
  obligations under any of the ESOP Loan Documents.

  SECTION 7.02.  Remedies
  on Default.  Upon the occurrence and during the continuance of an
  Event of Default, the Bank may, in its sole discretion, (a) by notice to the
  Borrower, declare the Note (together with accrued interest thereon) to be
  immediately due and payable without presentment, demand, protest or other
  notice of any kind, all of which are hereby waived by the Borrower; provided
  that if any Event of Default specified in clause (g) or (h) above occurs with
  respect to the Borrower, without any notice to the Borrower or any other act
  by the Bank, the Note (together with accrued interest thereon) and fees shall
  become immediately due and payable without presentment, demand, protest or
  other notice of any kind, all of which are hereby waived by the Borrower, and
  (b) pursue  all remedies available to it by contract, at law or in
  equity, including, without limitation, all remedies available to it under the
  Prior Loan Agreement, it being expressly agreed that all collateral securing
  the Prior Loan Agreement shall

  19

  

  
     
  

   
  secure this Agreement.  Notwithstanding
  any provision herein to the contrary, the Bank shall not require the Borrower
  to undertake any action in violation of the terms of the ESOP.

  SECTION 7.03.  Security
  Interest; Offset.  In addition to, and not in limitation of, all
  rights of offset that the Bank or other holder of the Note may have under
  applicable law, the Borrower hereby grants to the Bank and its successors and
  assigns, as security for the full and punctual payment and performance of the
  obligations to pay to the Bank the principal, interest and other amounts due
  hereunder or pursuant to any Loan Document, a continuing lien on and security
  interest in all deposits and other sums credited by or due from the Bank to
  the Borrower or subject to withdrawal by the Borrower; and regardless of the
  adequacy of any collateral or other means of obtaining repayment of the
  Obligations, the Bank may, at any time after the occurrence of an Event of
  Default and without notice to the Borrower, set off the whole or any portion
  or portions of any or all such deposits and other sums against the amounts
  owing under this Agreement and the Note, whether or not any other Person or
  Persons could also withdraw money therefrom.

  ARTICLE VIII.  MISCELLANEOUS

  SECTION 8.01.  Notices. 
  All notices, requests and other communications to any party hereunder shall be
  in writing (including facsimile transmission or similar writing) and shall be
  given to such party at its address or facsimile number set forth below or such
  other address or facsimile number as such party may hereafter specify for the
  purpose by notice to the other party:

  	
         

      	
        (a)

      	
        If to the Borrower:

      
	
         

      	
         

      	
        Community Bankshares, Inc.

      
	
         

      	
         

      	
        448 N. Main Street

      
	
         

      	
         

      	
        Cornelia, Georgia 
        30531-9853

      
	
         

      	
         

      	
        Attention:  Harry
        Stephens, Executive Vice President and

      
	
         

      	
         

      	
             
        Chief Financial Officer

      
	
         

      	
         

      	
         

      
	
         

      	
         

      	
        And

      
	
         

      	
         

      	
         

      
	
         

      	
         

      	
        Community Bankshares, Inc.

      
	
         

      	
         

      	
        Employee Stock Ownership Plan
        and Trust

      
	
         

      	
         

      	
        448 N. Main Street

      
	
         

      	
         

      	
        Cornelia, Georgia 
        30531-9853

      
	
         

      	
         

      	
        Attention:  Steve Adams,
        S. Alton Wingate and Elton Collins, Trustees

      
	
         

      	
         

      	
         

      
	
         

      	
         

      	
        With a copy to:

      
	
         

      	
         

      	
         

      
	
         

      	
         

      	
        Kilpatrick Stockton LLP

      
	
         

      	
         

      	
        Suite 2800

      
	
         

      	
         

      	
        1100 Peachtree Street

      
	
         

      	
         

      	
        Atlanta, Georgia  30309

      
	
         

      	
         

      	
        Attention:  F. Sheffield
        Hale, Esq.

      


   

  20

  

  
     
  

   
  	
         

      	
         

      	
         

      
	
         

      	
        (b)

      	
        If to the Bank:

      
	
         

      	
         

      	
        SunTrust Bank

      
	
         

      	
         

      	
        25 Park Place, N.E.

      
	
         

      	
         

      	
        Mail Code:  121

      
	
         

      	
         

      	
        Atlanta, Georgia 
        30303-2900

      
	
         

      	
         

      	
        Attention:  Financial
        Institutions Group

      
	
         

      	
         

      	
         

      
	
         

      	
         

      	
        With a copy to:

      
	
         

      	
         

      	
         

      
	
         

      	
         

      	
        Womble Carlyle Sandridge &
        Rice , PLLC

      
	
         

      	
         

      	
        One Atlantic Center, Suite 3500

      
	
         

      	
         

      	
        1201 West Peachtree Street

      
	
         

      	
         

      	
        Atlanta, Georgia  30309

      
	
         

      	
         

      	
        Attention:  G. Leighton
        Stradtman, Esq.

      


  Each such notice, request or other
  communication shall be effective (i)  if given by mail, two (2) days
  after such communication is deposited in the mails with first class postage
  prepaid, addressed as aforesaid or (ii) if given by any other means, when
  delivered at the address specified in this Section.

  SECTION 8.02. 
  No
  Waivers.  No failure or delay by the Bank in exercising any right,
  power or privilege hereunder or under the Note shall operate as a waiver
  thereof nor shall any single or partial exercise thereof preclude any other or
  further exercise thereof or the exercise of any other right, power or
  privilege.  The rights and remedies herein provided shall be cumulative
  and not exclusive of any rights or remedies provided by law.  All rights
  of the Bank under this Agreement shall remain in effect notwithstanding the
  fact that no indebtedness of Borrower to the Bank may be outstanding at any
  particular time or that the Maximum Advance amount may be exceeded.

  SECTION 8.03.  Expenses;
  Documentary Taxes.  The Borrower shall pay (i) all out-of-pocket
  expenses of the Bank, including reasonable fees and disbursements of counsel
  for the Bank actually incurred, in connection with the preparation of this
  Agreement and the other Loan Documents, any waiver or consent hereunder or any
  amendment hereof or any actual or alleged Default hereunder and (ii) if an
  Event of Default occurs, all out-of-pocket expenses incurred by the Bank,
  including reasonable fees and disbursements of counsel actually incurred, in
  connection with such Event of Default and collection and other enforcement
  proceedings resulting therefrom, including out-of-pocket expenses incurred in
  enforcing this Agreement and the other Loan Documents.  The Borrower
  shall indemnify the Bank against any transfer taxes, documentary taxes,
  assessments or charges made by any Governmental Authority by reason of the
  execution and delivery of this Agreement or the other Loan Documents.  In
  addition, the Borrower agrees to indemnify the Bank, each affiliate of the
  Bank and all of their respective directors, officers, employees and agents
  (each an “Indemnified Party”) from, and hold each Indemnified Party
  harmless from and against, any and all losses, costs, charges, expenses
  (including, without limitation, reasonable attorney’s fees and expenses of
  litigation or preparation therefor actually incurred, whether or not such
  Indemnified Party is a party thereto), claims, demands, suits, damages,
  penalties, taxes, fines, levies and assessments that may be

  21

  

  
     
  

   
  asserted or
  imposed against, or suffered or incurred by, such Indemnified Party as a
  direct or indirect result of:

  (a)      
  Loan Agreement; Loan Documents; ESOP Loan. The
  negotiation, preparation, execution or performance of this Agreement, the ESOP
  Transaction or any other Loan Document or any transaction contemplated herein
  or therein, any breach or violation of this Agreement, the Note, the other
  Loan Documents, the ESOP Loan Documents or the direct or indirect use or
  application, or proposed use or application, of the proceeds of the Loan or
  the ESOP Loan;

  (b)      
  Environmental Laws. Any violation or alleged violation of
  any environmental laws, rules or regulations, the past, present or future
  operations of the Borrower or any Subsidiary or their respective predecessors
  in interest, or the past, present or future environmental, health or safety
  condition of any property owned or operated by the Borrower or any Subsidiary
  or its predecessors in interest or any actual or threatened release of any
  hazardous or other material regulated under any such environmental laws, rules
  or regulations;

  (c)      
  Representations and Warranties. Any representation or
  warranty of the Trust, the Trustees, or the Borrower in this Agreement, any
  other Loan Document or any ESOP Loan Document being untrue or inaccurate in
  any material respect;

  (d)      
  Obligations. The failure by the Borrower or the Trust to
  observe, perform or comply with any of its covenants, undertakings or
  obligations set forth in this Agreement, any other Loan Document or any ESOP
  Loan Document;

  (e)      
  Exempt Loan. Failure of the ESOP Loan to qualify for the
  exemption under 4975(d)(3) of the Code from the prohibited transaction tax
  imposed by Section 4975(a) of the Code or for the exemption from the
  prohibited transaction provisions of Section 4975(c) of the Code or of
  Section 406(a) or 406(b) of ERISA; and/or

  (f)      
  ESOP Transaction. Any claim of whatever nature against
  the Bank arising from the administration of the ESOP or the Trust or any
  assets thereof, or relating in any manner to this Agreement, any other Loan
  Document, the Loan or the ESOP Transaction, asserted by any participant or
  beneficiary of the ESOP or the Trust or by any shareholder of the Borrower,
  which loss or expense under this paragraph (f) occurs after a judicial
  determination or governmental directive, provided that, in the case of this
  paragraph (f), the Bank shall be indemnified for costs and attorneys’ fees
  incurred by the Bank prior to and irrespective of the occurrence of such
  judicial determination or governmental directive;

  provided that the Borrower shall
  have no obligation to indemnify an Indemnified Party hereunder in respect of
  the foregoing to the extent the same shall arise directly from the gross
  negligence or willful misconduct of such Indemnified Party. The obligations of
  the Borrower under this Section shall survive, and shall continue to be
  enforceable notwithstanding, the termination of this Agreement and the payment
  in full or cancellation of the Obligations.

  SECTION 8.04.  Amendments
  and Waivers.  Any provision of this Agreement, the Note or any other
  Loan Documents may be amended or waived if, but only if, such amendment or
  waiver is in writing and is signed by the Borrower and the Bank.

  22

  

  
     
  

   
   

  SECTION 8.05.  Successors
  and Assigns.  The provisions of this Agreement shall be binding upon
  and inure to the benefit of the parties hereto and their respective successors
  and assigns; provided that neither the Trust nor the Borrower may assign or
  otherwise transfer any of its rights under this Agreement.  The Bank may
  at any time assign to one or more banks or financial institutions all, or a
  proportionate part of all, of its rights and obligations under this Agreement
  and the Note, and such assignee shall assume all such rights and obligations
  and such assignee shall for all purposes be a Bank party to this Agreement and
  shall have all the rights and obligations of a Bank under this Agreement to
  the same extent as if it were an original party hereto, and the Bank shall be
  released from its obligations hereunder to a corresponding extent, and no
  further consent or action by the Borrower or the Bank shall be required. 
  Upon the consummation of any transfer to an assignee pursuant to this Section
  8.05, the Bank and the Borrower shall make appropriate arrangements so
  that, if required, a new Note is issued to such assignee.  Subject to the
  provisions of Section 8.06, the Borrower authorizes the Bank to
  disclose to any assignee or other transferee or prospective transferee, any
  and all financial information in the Bank’s possession concerning the
  Borrower which has been delivered to the Bank by the Borrower pursuant to this
  Agreement or which has been delivered to the Bank by the Borrower in
  connection with the Bank’s credit evaluation prior to entering into this
  Agreement.

  SECTION 8.06.  Confidentiality. 
  The Bank agrees to exercise its best efforts to keep any information delivered
  or made available by the Borrower to it which is clearly indicated to be
  confidential information, confidential from any one other than persons
  employed or retained by the Bank who are or are expected to become engaged in
  evaluating, approving, structuring or administering the Loan Documents; provided,
  however, that nothing herein shall prevent the Bank from disclosing
  such information (i) upon the order of any court or administrative agency,
  (ii) upon the request or demand of any regulatory agency or Governmental
  Authority having jurisdiction over the Bank, (iii) which has been publicly
  disclosed, (iv) to the extent reasonably required in connection with any
  litigation to which the Bank or their respective Affiliates may be a party,
  (v) to the extent reasonably required in connection with the exercise of any
  remedy hereunder, (vi) to the Bank’s legal counsel and independent auditors
  and (vii) to any actual or proposed assignee or other transferee of all or
  part of its rights hereunder which has agreed in writing to be bound by the
  provisions of this Section.

  SECTION 8.07.  Interest
  Limitation.  Notwithstanding any other term of this Agreement, the
  Note or any other Loan Document, the maximum amount of interest which may be
  charged to or collected from any person liable hereunder or under the Note by
  the Bank shall be absolutely limited to, and shall in no event exceed, the
  maximum amount or interest which could lawfully be charged or collected under
  applicable law (including, to the extent applicable, the provisions of
  Section 5197 of the Revised Statutes of the United States of America, as
  amended, 12 U.S.C. '85, as amended),
  so that the maximum of all amounts constituting interest under applicable law,
  howsoever computed, shall never exceed as to any Person liable therefor such
  lawful maximum, and any term of this Agreement, the Note or any other Loan
  Document which could be construed as providing for interest in excess of such
  lawful maximum shall be and hereby is made expressly subject to and modified
  by the provisions of this paragraph.

  SECTION 8.08.  Governing
  Law.  This Agreement and the Note shall be construed in accordance
  with and governed by the law of Georgia.  This Agreement and the Note are
  intended to be effective as instruments executed under seal.

  23

  

  
     
  

   
  SECTION 8.09.  Counterparts. 
  This Agreement may be signed in any number of counterparts, each of which
  shall be an original, with the same effect as if the signatures thereto and
  hereto were upon the same instrument.

  SECTION 8.10.  Consent
  to Jurisdiction.  The Borrower (a) submits to personal jurisdiction
  in Georgia, the courts thereof and the United States District Courts sitting
  therein, for the enforcement of this Agreement, the Note and the other Loan
  Documents, (b) waives any and all personal rights under the law of any
  jurisdiction to object on any basis (including, without limitation,
  inconvenience of forum) to jurisdiction or venue within Georgia for the
  purpose of litigation to enforce this Agreement, the Note or the other Loan
  Documents, and (c) agrees that service of process may be made upon it in the
  manner prescribed in Section 8.01 for the giving of notice to the
  Borrower.  Nothing herein contained, however, shall prevent the Bank from
  bringing any action or exercising any rights against any security and against
  the Borrower personally, and against any assets of the Borrower, within any
  other state or  jurisdiction.

  SECTION 8.11.  Severability. 
  If any provisions of this Agreement shall be held invalid under any applicable
  laws, such invalidity shall not affect any other provision of this Agreement
  that can be given effect without the invalid provision, and, to this end, the
  provisions hereof are severable.

  SECTION 8.12.  Captions. 
  Captions in this Agreement are for the convenience of reference only and shall
  not affect the meaning or interpretation of the provisions hereof.

  SECTION 8.13.  Time
  of Essence.  Time is of the essence of this Agreement and the other
  Loan Documents.

  IN WITNESS WHEREOF, the party below
  has caused this Agreement to be executed  under seal as of the year and
  day first above written.

   

  	
         

      	
        BORROWER:

      
	
         

      	
         

      
	
         

      	
        COMMUNITY BANKSHARES, INC., a
        Georgia corporation

      
	
         

      	
         

      
	
        ATTEST:

      	
         

      
	
         

      	
        By:

      
	
         

      	
        

      
	
        Name: 

      	
        Name:

      
	
        

      	
        

      
	
        Title:  

      	
        Title:

      
	
        

      	
        

      
	
                   
        [CORPORATE SEAL]

      	
         

      


   

  24

  

  
     
  

   
   
  
IN WITNESS WHEREOF, the party below
  has caused this Agreement to be executed under seal as of the year and day
  first above written.

   

  	
         

      	
        TRUST:

      
	
         

      	
         

      
	
         

      	
        COMMUNITY BANKSHARES, INC.
        EMPLOYEE

      
	
         

      	
        STOCK OWNERSHIP PLAN AND TRUST

      
	
         

      	
         

      
	
         

      	
        By Its Trustee:

      
	
         

      	
         

      
	
         

      	
         

      
	
         

      	
            By:                                                                           
        (Seal)

      
	
         

      	
        

      
	
         

      	
            Name:

      
	
         

      	
        

      
	
         

      	
                       Not in his individual capacity, but

      
	
         

      	
                       solely as Trustee of the Community

      
	
         

      	
                       Bankshares, Inc. Employee Stock

      
	
         

      	
                       Ownership Plan and Trust

      


   

   

   

   

   

   

   

   

  25

  

  
     
  

   
   
  
IN WITNESS WHEREOF, the party below
  has caused this Agreement to be executed under seal as of the year and day
  first above written.

   

  	
         

      	
        BANK:

      
	
         

      	
         

      
	
         

      	
        SUNTRUST BANK

      
	
         

      	
         

      
	
        

      	
         

      
	
         

      	
        By:

      
	
         

      	
        

      
	
        

      	
        Name:

      
	
      	
        

      
	
        

      	
        Title:

      
	
      	
        

      
	
                    

      	
         

      
	
      	
        [BANK SEAL]
      



   

   

   

   

   

   

   

   


  26

  

  
     
  

   
   

  
EXHIBIT A-1

   ADVANCE SCHEDULE

   Advance Schedule to be determined by
  Borrower.

   

   


   


   


   


   


   


   


   


   


   


   


   


   


   

  

  
     
  

   

  EXHIBIT A-2

  REQUISITION FORM

   

   


   


   


   


   


   


   


   


   


   


   


   


   


   

  

  
     
  

   

  EXHIBIT A-3

  COPY OF ESOP MASTER
  STOCK PLEDGE AGREEMENT

   

   


   


   


   


   


   


   


   


   


   


   


   


   


   


   

  

  
     
  

   

  EXHIBIT A-4

  COPY OF ASSIGNMENT OF
  ESOP NOTE AND MASTER STOCK PLEDGE AGREEMENT