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EXHIBIT 10
FIRST MODIFICATION OF CREDIT AGREEMENT
THIS MODIFICATION is made as of this 29th day of October, 1997, by and
between APPALACHIAN BANCSHARES INC., a Georgia corporation (the "Borrower"), and
XXXXXXXX BANK & TRUST COMPANY (the "Bank").
STATEMENT OF FACTS
Bank and Borrower are parties to that certain Credit Agreement dated
as of November 25, 1996 (the "Credit Agreement"), pursuant to which Bank has
agreed to make one or more loans from time to time to the Borrower in
accordance with the terms and conditions thereof. Bank and Borrower desire to
modify the Credit Agreement in order to increase the loan facility from
$1,000,000 to $1,500,000 in accordance with the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the premises, the covenants and
agreements contained herein and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Borrower and Bank do
hereby agree that all capitalized terms used herein shall have the meanings
ascribed thereto in the Credit Agreement (except as otherwise expressly defined
or limited herein) and do hereby further agree as follows:
STATEMENT OF TERMS
1. AMENDMENTS OF CREDIT AGREEMENT. Subject to the fulfillment
of the conditions precedent to the effectiveness of this Modification which are
set forth below, the Credit Agreement shall be amended from and after this date
as follows:
(a) Section 1.01 of the Credit Agreement shall be
amended by deleting the definition of "Loan Commitment" and by
substituting in lieu thereof the following new definition of such
term:
"Loan Commitment" shall mean $1,500,000.
(b) Exhibit A of the Credit Agreement shall be deleted
in its entirety and shall be replaced by the Exhibit A attached hereto
and incorporated herein and therein by reference.
2. NO OTHER AMENDMENTS. Except for the amendments expressly set
forth and referred to in Section 1 above, the Credit Agreement shall remain
unchanged and in full force and effect. Nothing in this Modification is
intended, or shall be construed, to constitute a novation or an accord and
satisfaction of any of the Borrower's indebtedness or other indebtedness to the
Bank under or in connection with the Credit Agreement (collectively, the
"Obligations") or to modify, affect or impair the perfection or continuity of
Bank's security interests in, security titles to or other liens on any
collateral for the Obligations.
3. REPRESENTATIONS AND WARRANTIES. To induce Bank to enter into
this Modification, the Borrower does hereby warrant, represent and covenant to
Bank that: (a) each
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representation or warranty of the Borrower set forth in the Credit Agreement is
hereby restated and reaffirmed as true and correct on and as of the date hereof
as if such representation or warranty were made on and as of the date hereof
(except to the extent that any such representation or warranty expressly relates
to a prior specific date or period), and no Default or Event of Default has
occurred and is continuing as of this date under the Credit Agreement as amended
by this Modification; and (b) Borrower has the power and is duly authorized to
enter into, deliver and perform this Modification and this Modification is the
legal, valid and binding obligation of Borrower enforceable against it in
accordance with its terms.
4. CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS MODIFICATION.
The effectiveness of this Modification and the amendments provided in Section 1
above are subject to (a) the truth and accuracy in all material respects of the
representations and warranties of the Borrower contained in Section 3 above and
(b) the Bank's receipt of one or more counterparts of this Modification, the
enclosed $1,500,000 Promissory Note and the enclosed officer's certificate, each
duly executed and delivered by Borrower.
5. COUNTERPARTS. This Modification may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which
when taken together shall constitute one and the same instrument.
6. GOVERNING LAW. This Modification shall be governed by, and
construed in accordance with, the internal laws of the State of Georgia
applicable to contracts made and performed in such state.
IN WITNESS WHEREOF, the parties hereto have caused this Modification
to be duly executed and delivered as of the day and year specified at the
beginning hereof.
BORROWER:
APPALACHIAN BANCSHARES INC.
BY: /s/ Xxxx X. Xxxxxxx
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TITLE: Exec. Vice President
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BANK:
XXXXXXXX BANK & TRUST COMPANY
BY: /s/ Xxxxxxx X. Xxxxxxxx
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TITLE: EVP
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