Exhibit 10.13
SECOND AMENDMENT TO
CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT
AGREEMENT is entered into and effective as of December ___, 2004,
by and among UNITED COMMUNITY BANKS, INC., a Georgia corporation
and bank holding company (the “Company”), M&I
MARSHALL & ILSLEY BANK (“M&I”) and BANCORP BANK
(“Bancorp”, M&I and Bancorp, each a
“Lender” and collectively the “Lenders”)
and M&I, in its capacity as Agent for and on behalf of the
Lenders (the “Agent”).
In consideration of the mutual
covenants, conditions and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, it is hereby agreed that:
ARTICLE I
DEFINITIONS
When used herein, the following terms
shall have the following meanings specified:
1.1 “Amendment” shall
mean this Second Amendment to Credit Agreement.
1.2 “ Credit Agreement
” shall mean the Credit Agreement dated as of August 28,
2003, by and among the Company, the Lenders and the Agent, as
amended.
ARTICLE II
AMENDMENTS
The Credit Agreement is hereby
amended as follows:
2.1 Amendments . The following
definitions contained in Section 1.1 of the Credit Agreement
are hereby amended in their entirety to read as follows:
“ Termination Date
” shall mean, (a) as to the Revolving Loans,
August 27, 2005, and (b) as to the Term Loans, five years
from the date such Term Loan is made by the Lenders, or, in each
case, such earlier date on which the Obligations shall terminate as
provided in this Agreement.
“ Revolving Loan
Commitments ” shall mean the separate and independent
obligation of each Lender to make loans to the Company in
accordance with the terms and conditions of this Agreement in not
more than the aggregate principal amount of:
$35,000,000.00 as to M&I
$10,000,000.00 as to Bancorp.
2.2 Miscellaneous Amendments .
The Credit Agreement, the Notes, the Related Documents and all
other agreements and instruments executed and delivered heretofore
or hereafter pursuant to the Credit Agreement are amended hereby so
that any reference therein to the Credit Agreement shall be deemed
to be a reference to such agreements and instruments as amended by
or
pursuant to this Amendment.
Each reference in the Credit Agreement to “Compass”
shall hereafter be deemed to be a reference to
“Bancorp”.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and
warrants to the Lenders and the Agent that:
3.1 Credit Agreement . All of
the representations and warranties made by the Company in the
Credit Agreement are true and correct in all material respects on
the date of this Amendment. No Default or Event of Default under
the Credit Agreement has occurred and is continuing as of the date
of this Amendment.
3.2 Authorizati
