**Exhibit10.1**

 

**AMENDMENTNO. 6 TO REVOLVING CREDIT AGREEMENT**

 

THIS AMENDMENT NO. 6 TOREVOLVING CREDIT AGREEMENT, dated as of November 6, 2007, amends the RevolvingCredit Agreement dated as of November 8, 2005, as amended by Amendment No. 1 toRevolving Credit Agreement dated as of March 28, 2006, by Amendment No. 2 toRevolving Credit Agreement dated as of May 11, 2006, by Amendment No. 3 toRevolving Credit Agreement dated as of November 7, 2006, by Amendment No. 4 toRevolving Credit Agreement dated as of July 31, 2007 and by Amendment No. 5 toRevolving Credit Agreement dated as of August 8, 2007 (as so amended, the “CreditAgreement”), between Centennial Bank Holdings, Inc., a Delaware corporation(the “Borrower”), and U.S. Bank National Association (the “Lender”).

 

**RECITAL**

 

The Borrower and the Lenderdesire to amend the Credit Agreement as provided below.

 

**AGREEMENTS**

 

In consideration of thepromises and agreements contained in the CreditAgreement, as amendedhereby, the Borrower and the Lender agree as follows:

 

1.             Definitions and References. Capitalized terms nototherwise defined herein have the meanings ascribed to them in the CreditAgreement. Upon the execution and delivery of this Amendment No. 6 to RevolvingCredit Agreement (“Amendment No. 6”) by the Borrower and the Lender, eachreference to the Credit Agreement contained in the Credit Agreement, the Note,the Pledge Agreement or any other document relating thereto means the CreditAgreement as amended by this Amendment No. 6.

 

2.             Amendments to Credit Agreement.

 

(a) The first sentence ofsection 1.2 of the Credit Agreement is amended by deleting the date “November6, 2007” and replacing it with the date “March 31, 2008”.

 

(b) Subsection 5.4(f) of theCredit Agreement is amended to read as follows:

 

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(f)            Return on Average Assets. Borrower’s consolidatednet income shall be at least eighty-five hundredths of one percent (0.85%) ofits average assets, calculated on an annualized basis as at the last day ofeach fiscal quarter of Borrower; provided, however, that for purposes ofdetermining return on average assets, customary and reasonable, non-recurringexpenses and charges incurred by Borrower in connection with a permittedacquisition or public offering under Sections 5.1 and 5.6 hereof shall beexcluded; provided further, however, that with respect to each fiscal quarterof the Borrower ending on or after June 30, 2007, (i) the net after tax effectof the addition to the Borrower’s reserve for loan losses of $11,555,000 madeduring the Borrower’s fiscal quarter ended June 30, 2007, (ii) the net aftertax expense of $4,000,000 incurred in connection with the settlement of the “Barnesaction” referred to in Borrower’s 10-Q for the fiscal quarter ended March 31,2007 filed with the U.S. Securities and Exchange Commission and (iii) the netafter tax effect of the addition to the Borrower’s reserve for loan losses of$5,000,000 made during the Borrower’s fiscal quarter ended September 30, 2007,shall be disregarded in calculating the Borrower’s consolidated net income*.*

 

3.             Effectiveness of Amendment No. 6. This AmendmentNo. 6 shall become effective upon its execution and delivery by the Borrowerand the Bank and the receipt by the Bank of an amendment fee of $5,000 whichthe Borrower acknowledges is fully earned upon receipt and nonrefundable underany circumstances.

 

4.             Representations and Warranties; No Default.

 

(a) The execution anddelivery of this Amendment No. 6 has been duly authorized by all necessarycorporate action on the part of the Borrower and does not violate or result ina default under the Borrower’s Articles of Incorporation or By-Laws, anyapplicable law or governmental regulation or any material agreement to whichthe Borrower is a party or by which it is bound.

 

(b) The representations andwarranties of the Borrower in the CreditAgreement, as amendedhereby, are true and correct in all material respects and, after giving effectto the amendments contained herein, no Event of Default or Unmatured Event ofDefault exists.

 

5.             Costs and Expenses. The Borrower agrees to pay toLender all costs and expenses (including reasonable attorneys’ fees) paid orincurred by Lender in connection with the negotiation, execution and deliveryof this Amendment No. 6.

 

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6.             Full Force and Effect. The Credit Agreement, asamended by thisAmendment No. 6, remains in full force andeffect.

 
|   | CENTENNIAL BANK HOLDINGS, INC.                |
|--------|-----------------------------------------------|
|   |                                          |   |
|   | BY                                            |      /s/ Paul W. Taylor |
|   | Paul Taylor, Chief Financial Officer          |
|   |                                          |   |
|   | U.S. BANK NATIONAL ASSOCIATION                |
|   |                                          |   |
|   | BY                                            |      /s/ Timothy P. Franzen |
|   | Timothy P. Franzen,  Assistant Vice President |

 

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