**Exhibit 10.1**

 

**AMENDMENT NO. 8 TO REVOLVING CREDIT AGREEMENT**

 

                THIS AMENDMENT NO. 8 TOREVOLVING CREDIT AGREEMENT, dated as of August 6, 2008, amends theRevolving Credit Agreement dated as of November 8, 2005, as amended byAmendment No. 1 to Revolving Credit Agreement dated as of March 28,2006, by Amendment No. 2 to Revolving Credit Agreement dated as of May 11,2006, by Amendment No. 3 to Revolving Credit Agreement dated as of November 7,2006, by Amendment No. 4 to Revolving Credit Agreement dated as of July 31,2007, by Amendment No. 5 to Revolving Credit Agreement dated as of August 8,2007, by Amendment No. 6 to Revolving Credit Agreement dated as of November 6,2007 and by Amendment No. 7 to Revolving Credit Agreement dated as of March 31,2008 (as so amended, the “Credit Agreement”), between Guaranty Bancorp, aDelaware corporation (formerly known as Centennial Bank Holdings, Inc.) (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 the promisesand agreements contained in the Credit Agreement, as amended hereby, theBorrower and the Lender agree as follows:

 

                1.             Definitions and References.  Capitalized terms not otherwise definedherein have the meanings ascribed to them in the Credit Agreement.  Upon the execution and delivery of thisAmendment No. 8 to Revolving Credit Agreement (“Amendment No. 8”) bythe Borrower and the Lender, each reference to the Credit Agreement containedin the Credit Agreement, the Note, the Pledge Agreement or any other documentrelating thereto means the Credit Agreement as amended by this Amendment No. 8.

 

                2.             Amendment to Credit Agreement.

 

(a)           The first sentence of section 1.2 of the Credit Agreementis amended by deleting the amount “SEVENTY MILLION AND NO/100 UNITED STATESDOLLARS ($70,000,000)” and replacing it with the amount “FORTY MILLION ANDNO/100 UNITED STATES DOLLARS ($40,000,000)”.

 

 

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(b)           Subsection 5.4(e) of the Credit Agreement is amendedto read as follows:

 

                                (e)           Loan Loss Reserves.  The Subsidiary Bank shall maintain loan lossreserves which, as of the last day of each fiscal quarter of the Borrower, arenot less than 60% of the aggregate amount of the Subsidiary Bank’snon-performing loans.

 

(c)           Subsection 5.4(f) of the Credit Agreement is amendedto read as follows:

 

                                (f)            Return on Average Assets.  Borrower’s consolidated net income shall beat least sixty-five hundredths of one percent (0.65%) of its average assets,calculated as of the last day of each fiscal quarter of Borrower, with (1) netincome being determined for the 12-month period ending on the calculation dateand (2) average assets being equal to the average of all assets of theBorrower on the last day of each of the four most recently ended fiscalquarters of the Borrower; provided, however, that for purposes of determiningreturn on average assets, customary and reasonable, non-recurring expenses andcharges shall be excluded, including but not limited to goodwill impairmentcharges, severance and branch closure charges and expenses and charges incurredin connection with a permitted acquisition or public offering under Sections5.1 and 5.6 hereof (e.g., intangible asset amortization expense); providedfurther, however, that with respect to each fiscal quarter of the Borrowerending on or after June 30, 2007, (i) the net after tax effect of theaddition to the Borrower’s reserve for loan losses of $11,555,000 made duringthe 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) thenet after tax effect of the addition to the Borrower’s reserve for loan lossesof $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.             Representations and Warranties; No Default.

 

                                (a)           The execution and delivery of thisAmendment No. 8 has been duly authorized by all necessary corporate actionon the part of the Borrower and does not violate or result in a default underthe Borrower’s Articles of Incorporation or By-Laws, any applicable law orgovernmental regulation or any material agreement to which the Borrower is aparty or by which it is bound.

 

                                (b)           The representations and warranties ofthe Borrower in the Credit Agreement, as amended hereby, are true and correctin all material respects and, after 

 

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givingeffect to the amendments contained herein, no Event of Default or UnmaturedEvent of Default exists.

 

                4.             Costs and Expenses.  The Borrower agrees to pay to Lender allcosts and expenses (including reasonable attorneys’ fees) paid or incurred byLender in connection with the negotiation, execution and delivery of thisAmendment No. 8.

 

                5.             Full Force and Effect.  The Credit Agreement, as amended by thisAmendment No. 8, remains in full force and effect.

 
|   | GUARANTY  BANCORP               |
|--------|---------------------------------|
|   |                            |
|   | BY                              | /s/  Paul. W. Taylor |
|   |                            | Paul  Taylor, Chief Financial Officer |
|   |                            |   |
|   |                            |   |
|   | U.S.  BANK NATIONAL ASSOCIATION |
|   |                            |   |
|   | BY                              | /s/  Michael T. Kozisek |
|   |                            | Michael  Kozisek, Senior Vice President |
|   |                            | and Division Head |

 

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