EXHIBIT 10.7

AMENDMENT  TOAMENDED 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:

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             **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 

 

 

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 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:                                                      |
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|   | COMMUNITY BANKSHARES, INC.                                     |
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|   | By:                                                       |
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|   | And:                                                      |
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|   | LENDER:                                                        |
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|   | SUNTRUST BANK, a Georgia        banking corporation            |
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|   | By:                                                            |
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|   | And:                                                           |
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|        |                                                                |

 

 

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EXHIBIT A

 

 [ATTACH COPY OF  REPLACEMENT REVOLVING CREDIT NOTE]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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