Exhibit
10.1


AMENDMENT NO. 2 TO AMENDED
AND RESTATED

REVOLVING CREDIT AGREEMENT


THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT, dated as of August 2, 2007 (“Amendment No. 2”), between
FIRST COMMUNITY BANCORP, a corporation formed under the laws of the State of
California (“Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking
association (“Lender”), amends and supplements that certain Amended and
Restated Revolving Credit Agreement, dated as of August 3, 2006, as amended by
Amendment No. 1 to Amended and Restated Revolving Credit Agreement dated as of
November 21, 2006 (as so amended, the “Credit Agreement”), between Borrower and
Lender.


RECITAL


The parties desire to amend and supplement
the Credit Agreement as provided below.


AGREEMENTS


In consideration of the Recital, the promises
and agreements set forth in the Credit Agreement, as amended hereby, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:


1.             Definitions and References.  Capitalized terms not otherwise defined
herein have the meanings assigned in the Credit Agreement.  All references to the Credit Agreement
contained in the Note, the Pledge Agreement and the other agreements, documents
and instruments referred to in the Credit Agreement shall, upon fulfillment of
the conditions specified in section 3 below, mean the Credit Agreement as
amended by this Amendment No. 2.


2.             Amendment.  The first sentence of section 1.1 of the Credit
Agreement is amended by deleting the date “August 2, 2007” and replacing
it with the date “August 31, 2007”.


3.             Effectiveness of Amendment
No. 2.  Amendment No. 2 shall become
effective upon its execution and delivery by Borrower and Lender.


4.             Representations and
Warranties.  Borrower
represents and warrants to Lender that:


(a)           The execution and delivery
of this Amendment No. 2 (a) is within its corporate powers, (b) has been duly
authorized by all proper corporate action, (c) has received any and all necessary
governmental approvals; and (d) does not and will not 












contravene or conflict with any provision of
law or charter or by-laws of Borrower or any agreement affecting Borrower or
its property;


(b)           This Amendment No. 2 is a
legal, valid and binding obligation of Borrower, enforceable against Borrower
in accordance with its terms; and


(c)           The representations and
warranties contained in the Credit Agreement are correct and complete as of the
date of this Amendment No. 2, and no condition or event exists or act has
occurred that, with or without the giving of notice or the passage of time,
would constitute an Unmatured Event of Default or Event of Default under the
Credit Agreement.


5.             Miscellaneous.


(a)           Expenses and Fees. Borrower
agrees to pay on demand all out-of-pocket costs and expenses paid or incurred
by Lender in connection with the negotiation, preparation, execution and
delivery of this Amendment No. 2, and all amendments, forms, certificates
agreements, documents and instruments related hereto and thereto, including the
reasonable fees and expenses of Lender’s counsel.


(b)           Amendments and Waivers.  This Amendment No. 2 may not be changed or
amended orally, and no waiver hereunder may be oral, but any change or
amendment hereto or any waiver hereunder must be in writing and signed by the
party or parties against whom such change, amendment or waiver is sought to be
enforced.


(c)           Headings.  The headings in this Amendment No. 2 are
intended solely for convenience of reference and shall be given no effect in
the construction or interpretation of this Amendment No. 1.


(d)           Affirmation.  Each party hereto affirms and acknowledges
that the Credit Agreement as amended by this Amendment No. 2 remains in
full force and effect in accordance with its terms.


(e)           Counterparts.  This Amendment No. 2 may be executed in one
or more counterparts, each of which shall constitute an original, but all of
which when taken together shall constitute but one and the same instrument.


[remainder of page
intentionally left blank; signature page follows]



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IN WITNESS WHEREOF, the
parties hereto have caused this Amendment No. 2 to Amended and Restated
Revolving Credit Agreement to be duly executed by their respective authorized
officers as of the day and year first above written.


	
  

  	
  FIRST COMMUNITY BANCORP

  
	
   

  	
   

  
	
   

  	
  BY 

  	
  /s/ Victor R.
  Santoro

  	
   

  
	
   

  	
   

  	
  Victor R.
  Santoro, Executive Vice President

  
	
   

  	
   

  	
    and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  BY 

  	
  /s/ Jon B. Beggs

  	
   

  
	
   

  	
   

  	
   Jon B. Beggs,
  Vice President

  



 


Signature Page to Amendment No. 2

to Amended and Restated Revolving Credit Agreement