Revolving Line of Credit Note

REVOLVING CREDIT PROMISSORY NOTE


Nashville, Tennessee $5,000,000 July 19, 1999


FOR VALUED RECEIVED, BANCTENN CORP., a Tennessee corporation (the "Borrower") promises and agrees to pay to the order of SunTrust Bank, Nashville, N.A., a national banking association, its successors, assigns or any subsequent holder of this Promissory Note (the "Lender") at its offices in Nashville, Tennessee, or at such other place as may be designated in writing by Lender, in lawful money of the United States of America in immediately available funds, the principal sum of up to Five Million Dollars ($5,000,000), or so much thereof as may be advanced from time to time, together with interest thereon and other amounts due as provided below. This Note shall mature on July 31, 2000 (the "Maturity Date")


All advances hereunder shall bear interest from the date of such advance until such amount is due and payable at a rate of interest equal to ninety basis points (.90%) per annum above the LIBOR (as defined below) rate of interest. As used herein, "LIBOR" is defined as that certain interest rate derived by taking the London Interbank Offered Rate as quoted on the Telerate System and published daily (or on each business day) by Lender's Funds Management Desk for one-month periods. The interest rate on this Note shall be adjusted daily to reflect any changes in such LIBOR rate of interest.


Beginning on September 30, 1999, and continuing on the last business day of December, March, and June, thereafter until the Maturity Date, Borrower shall pay to Lender all accrued interest, fees and any other charges hereon. No principal payments shall be due until the Maturity Date. On the Maturity Date, Borrower shall make a final payment in the amount equal to the sum of all outstanding principal, plus any and all accrued and unpaid interest and all other amounts due hereunder.


As long as no Event of Default (as defined below) (or any event that would constitute an Event of Default upon the giving of notice or passage of time or both) has occurred, Borrower may borrow, repay, reborrow and repay hereunder until the Maturity Date; provided, however, that at no time shall the principal amount outstanding hereunder exceed the face amount of this Note. If such excess occurs, Borrower shall immediately pay to Lender all principal outstanding hereunder in excess of the face amount of this Note, plus all interest and other charges accrued on such excess.


Lender and Borrower intend to conform strictly to applicable usury laws as presently in effect. Accordingly, Borrower and Lender agree that, notwithstanding anything to the contrary herein or in any agreement executed in connection with or as security for this Note, the sum of all consideration that constitutes interest under applicable law which is contracted for, charged, or received hereunder shall under no circumstance, including without limitation any circumstance in which the Note has been accelerated or prepaid, exceed the maximum lawful rate of interest permitted by applicable law. Any excess interest shall be credited on this Note, or, if this Note shall have been paid in full, refunded to Borrower, by the holder hereof. 2


Following the occurrence of any Event of Default (as defined below), whether or not any notice of such default has been delivered, principal and unpaid interest shall bear interest (both before and after judgement) until paid at a rate of interest equal to the higher or greater of: (a) the Applicable Formula Rate (as defined in the Tennessee Code Annotated ss. 47-14-102(2)), or (b) such other lawful rate of interest permitted to be charged by other applicable laws or regulations, as amended or enacted from time to time (the "Default Interest").


All amounts received for payment under this Note shall at the option of Lender be applied first to any unpaid expenses due Lender under this Note or under any other documents evidencing or securing the obligations of Borrower to Lender, then to the unpaid Default Interest, then to all other accrued but unpaid interest due under this Note and finally to the reduction of outstanding principal due under this Note.


Time is of the essence of this Note.


Any of the following events shall be considered an "Event of Default" hereunder:


(a) Principal and Interest Payments. Borrower fails to
pay any installment of interest on this Note within five (5) days after
the due date or Borrower fails to pay principal on this Note when due,
or Borrower fails to pay any other amount hereunder or under any other
agreement or document relating to or otherwise executed in connection
with this Note within ten (10) calendar days after written notice from
Lender, or


(b) Representations and Warranties. Any representation,
warranty, statement (including financial statements) certification or
data made or furnished by or on behalf of Borrower or by or on behalf
of any Obligor (as defined below) in connection with this Note is
incorrect in any material respect as of the date as of which the facts
therein set forth were stated or certified; or


(c) Obligations. Borrower or any Obligor fails to perform
any of the promises or obligations contained in or required by ...