**Exhibit 10.1**

 

**AMENDMENT NO. 9 TO REVOLVING CREDIT AGREEMENT**

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THIS AMENDMENT NO. 9 TO REVOLVING CREDIT AGREEMENT,dated as of November 6, 2008, amends the Revolving Credit Agreement datedas of November 8, 2005, as amended by Amendment No. 1 to Revolving CreditAgreement dated as of March 28, 2006, by Amendment No. 2 to RevolvingCredit Agreement dated as of May 11, 2006, by Amendment No. 3 toRevolving Credit Agreement dated as of November 7, 2006, by Amendment No. 4to Revolving Credit Agreement dated as of July 31, 2007, by Amendment No. 5to Revolving Credit Agreement dated as of August 8, 2007, by Amendment No. 6to Revolving Credit Agreement dated as of November 6, 2007, by Amendment No. 7to Revolving Credit Agreement dated as of March 31, 2008 and by Amendment No. 8to Revolving Credit Agreement dated as of August 6, 2008 (as so amended,the “Credit Agreement”), between Guaranty Bancorp, a Delaware corporation(formerly known as Centennial Bank Holdings, Inc.) (the “Borrower”), andU.S. Bank National Association (“Lender”).

 

**RECITAL**

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Borrower and Lender desire to amend the CreditAgreement as provided below.

 

**AGREEMENTS**

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In consideration of the promises and agreementscontained in the Credit Agreement, as amended hereby, Borrower and Lender agreeas 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. 9 to Revolving Credit Agreement (“Amendment No. 9”) by Borrowerand Lender, each reference to the Credit Agreement contained in the CreditAgreement, the Note, the Pledge Agreement or any other document relatingthereto means the Credit Agreement as amended by this Amendment No. 9.

 

2.             Amendments to Credit Agreement.

 

(a)           Section 1.2 of theCredit Agreement is amended in its entirety as follows:

 

***SECTION 1.2******       ******REVOLVING CREDIT LOANS***.  Subject to the terms and conditions of thisAgreement, Lender agrees to make loans to Borrower, from time to time from thedate of this Agreement through March 31, 2009 (the “Maturity Date”),at such times and in such amounts, not to exceed TWENTY MILLION AND NO/100UNITED STATES DOLLARS ($20,000,000) (the “Commitment”) at any one timeoutstanding, as Borrower may request (the “Loan(s)”).  During such period Borrower may borrow, repayand reborrow hereunder.  Each borrowingshall be in the 

 

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amount of at least $100,000 or the remainingunused amount of the Commitment.

 

(b)           Section 1.3 is amendedto delete the phrase “the Interest Period (as defined below) (if applicable)”from the second sentence thereof.

 

(c)           Section 2.1(a) ofthe Credit Agreement is amended in its entirety to read as follows:

 

(a)           Before the maturity of the Loans, whether byacceleration or otherwise, at a rate equal to the “Prime-Based Rate”,which shall mean the greater of (A) the Prime Rate (as hereinafterdefined) plus 1.00% per annum or (B) 5.00% per annum.

 

(d)           Section 2.2 of theCredit Agreement is amended in its entirety as follows:

 

***SECTION 2.2***        ***REQUESTSFOR LOANS***.  If Borrowerwishes to borrow funds, it shall, at or before 12:00 noon, New York time, onthe date of such borrowing, which shall be a New York Banking Day, give Lenderwritten notice thereof, which shall be irrevocable.  Such notice shall specify the principalamount of the requested Loan.

 

(e)           Section 2.3 of theCredit Agreement is amended in its entirety and replaced with thefollowing:  “[Reserved.]”

 

(f)            Section 2.4 of theCredit Agreement is amended in its entirety as follows:

 

***SECTION 2.4******      ******INTEREST PAYMENT DATES***.  Accrued interest shall be due and payable onthe last day of each month in each year, beginning with the first of such datesto occur after the date of the first Loan, at maturity, and upon payment infull.  After maturity, interest shall bepayable upon demand.

 

(g)           Section 2.5 of theCredit Agreement is amended in its entirety and replaced with thefollowing:  “[Reserved.]”

 

(h)           Section 3.1 of theCredit Agreement is amended in its entirety as follows:

 

***SECTION 3.1******      ******PREPAYMENTS***.  Borrower may prepay the Loans at any timewithout penalty or premium.  Borrowershall prepay the Loans 

 

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from time to time so that, for five (5) days during each calendarquarter, there are no Loans outstanding.

 

(i)            Section 5.2(f) ofthe Credit Agreement is amended in its entirety to read as follows:

 

(f)            Capital Purchase Program Information.  Concurrently with providing any written information,applications or reports to the United States Secretary of the Treasury or anyfederal regulatory agency in connection with Borrower’s participation in theCapital Purchase Program (the “CPP”) established pursuant to the EmergencyEconomic Stabilization Act of 2008, copies of all such information,application, reports and similar documentation provided to such federalregulatory agency, including without limitation, any information regardingapproval of Borrower’s participation in the CPP.

 

(j)            Section 5.4 of theCredit Agreement is amended in its entirety to read as follows:

 

***SECTION 5.4******      ******FINANCIAL REQUIREMENTS***.

 

(a)           Well Capitalized.  Borrower and the Subsidiary Bank shallmaintain such financial ratios as are required for the Borrower and theSubsidiary Bank to be classified as “well capitalized” by each federal regulatoryagency having jurisdiction over the Borrower and the Subsidiary Bank.

 

(b)           Total Risk-Based Capital.  Borrower shall have Total Risk-Based Capitalof not less than $250,000,000 as of December 31, 2008 and at all timesthereafter.

 

(c)           Return on Average Assets.  Borrower’s consolidated net income during (i) thefiscal quarter ending September 30, 2008 shall not be less than (0.60)% ofits average assets during such fiscal quarter, (ii) the fiscal quarterending December 31, 2008 shall not be less than 0.00% of its average assetsduring such fiscal quarter and (iii) during each subsequent fiscal quartershall not be less than 0.15% of its average assets during the applicable fiscalquarter; provided, however, that for purposes of determining return on averageassets, customary and reasonable, non-recurring expenses and charges shall beexcluded, including but not limited to goodwill impairment charges, severanceand branch closure charges and expenses and charges incurred in connection withan acquisition or public offering permitted under Section 5.1 and 5.6hereof (e.g., intangible amortization expense).

 

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(d)           Nonperforming Assets.  The Nonperforming Loans of the Borrower, itsSubsidiary Bank and other Subsidiaries shall not exceed (i) 3.25% of TotalLoans as of September 30, 2008 and December 31, 2008 or (ii) 3.0%of Total Loans as of the last day of any subsequent fiscal quarter.

 

(e)           Loan Loss Reserves.  The Subsidiary Bank shall maintain loan lossreserves which, as of the last day of each fiscal quarter, are not less than60% of the Nonperforming Loans of the Subsidiary Bank.

 

(k)           Subsections 8.1(f) and8.1(g) are amended in their entirety to read as follows:

 

(f)            The term “Nonperforming Loans” refers to allloans and other assets of the Borrower or the Subsidiary Bank which areclassified as “non-performing” (which shall include all loans in nonaccrualstatus, loans more than ninety (90) days past due in the payment of principalor interest, loans restructured or renegotiated or listed as “otherrestructured” or “other real estate owned” on the FDIC or other regulatoryagency call report).

 

(g)           The term “Total Loans” refers to all loans ofthe Borrower and the Subsidiary Bank, on a consolidated or individual basis asthe case may be.

 

(l)            Subsection 8.1(h) isamended to read:

 

(h)           The term “Total Risk-Based Capital” shallhave the meaning set forth in the FDIC’s regulations on minimum capitaladequacy (currently set forth in Appendix A to 12 C.F.R. Part 325).

 

3.             Effective Date of Amendment No. 9.  This Amendment No. 9 shall becomeeffective upon its execution and delivery by Borrower and Lender and receipt byLender of an amendment to the Loan Participation Agreement between FirstTennessee Bank National Association and Lender, duly executed by the partiesthereto.

 

4.             Representations andWarranties; No Default.

 

(a)           The execution and deliveryof this Amendment No. 9 has been duly authorized by all necessarycorporate action on the part of Borrower and does not violate or result in adefault under Borrower’s Certificate of Incorporation or By-Laws, anyapplicable law or governmental regulation or any material agreement to whichBorrower is a party or by which it is bound.

 

(b)           The representations and warrantiesof Borrower in the Credit Agreement, as amended hereby, are true and correct inall material respects and, after 

 

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giving effect to theamendments contained herein, no Event of Default or Unmatured Event of Defaultexists.

 

5.             Costs and Expenses.  Borrower agrees to pay to Lender all costsand expenses (including reasonable attorneys’ fees) paid or incurred by Lenderin connection with the negotiation, execution and delivery of this Amendment No. 9.

 

6.             Full Force and Effect.  The Credit Agreement, as amended by thisAmendment No. 9, remains in full force and effect.

 

7.             Governing Law.  This Amendment No. 9 shall be governedby the laws of the State of Wisconsin without regard to conflicts of laws principles.

 

8.             Counterparts.  This Amendment No. 9 may be executed viafacsimile or e-mail (PDF) transmission and may be executed in separatecounterparts, each of which shall be deemed to be an original and all of whichtogether shall constitute a single instrument.

 

[remainderof page intentionally blank; signature page follows]

 

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IN WITNESS WHEREOF, the undersigned have executedthis Amendment No. 9 as of the date and year first above written.

 

 
|   | GUARANTY BANCORP                      |
|--------|---------------------------------------|
|   |                                  |   |
|   | BY                                    | /s/ Paul W. Taylor |
|   | Paul Taylor, Chief  Financial Officer |
|   |                                  |
|   |                                  |
|   | U.S. BANK NATIONAL ASSOCIATION        |
|   |                                  |
|   | BY                                    | /s/ Jon B. Beggs |
|   | Jon B. Beggs, Vice  President         |

 

**Signature Page to Amendment No. 9**

 

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