Exhibit 10.1


 


AMENDMENT NO. 8 TO REVOLVING CREDIT AGREEMENT


 


                THIS AMENDMENT NO. 8 TO
REVOLVING CREDIT AGREEMENT, dated as of August 6, 2008, amends the
Revolving Credit Agreement dated as of November 8, 2005, as amended by
Amendment 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, a
Delaware corporation (formerly known as Centennial Bank Holdings, Inc.) (the
“Borrower”), and U.S. Bank National Association (the “Lender”).


 


RECITAL


 


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


 


AGREEMENTS


 


                In consideration of the promises
and agreements contained in the Credit Agreement, as amended hereby, the
Borrower and the Lender agree as follows:


 


                1.             Definitions and References.  Capitalized terms not otherwise defined
herein have the meanings ascribed to them in the Credit Agreement.  Upon the execution and delivery of this
Amendment No. 8 to Revolving Credit Agreement (“Amendment No. 8”) by
the Borrower and the Lender, each reference to the Credit Agreement contained
in the Credit Agreement, the Note, the Pledge Agreement or any other document
relating 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 Agreement
is amended by deleting the amount “SEVENTY MILLION AND NO/100 UNITED STATES
DOLLARS ($70,000,000)” and replacing it with the amount “FORTY MILLION AND
NO/100 UNITED STATES DOLLARS ($40,000,000)”.


 


 

















 


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


 


                                (e)           Loan Loss Reserves.  The Subsidiary Bank shall maintain loan loss
reserves which, as of the last day of each fiscal quarter of the Borrower, are
not less than 60% of the aggregate amount of the Subsidiary Bank’s
non-performing loans.


 


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


 


                                (f)            Return on Average Assets.  Borrower’s consolidated net income shall be
at 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) net
income being determined for the 12-month period ending on the calculation date
and (2) average assets being equal to the average of all assets of the
Borrower on the last day of each of the four most recently ended fiscal
quarters of the Borrower; provided, however, that for purposes of determining
return on average assets, customary and reasonable, non-recurring expenses and
charges shall be excluded, including but not limited to goodwill impairment
charges, severance and branch closure charges and expenses and charges incurred
in connection with a permitted acquisition or public offering under Sections
5.1 and 5.6 hereof (e.g., intangible asset amortization expense); provided
further, however, that with respect to each fiscal quarter of the Borrower
ending on or after June 30, 2007, (i) the net after tax effect of the
addition to the Borrower’s reserve for loan losses of $11,555,000 made during
the Borrower’s fiscal quarter ended June 30, 2007, (ii) the net after
tax expense of $4,000,000 incurred in connection with the settlement of the “Barnes
action” 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
net after 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.             Representations and Warranties; No Default.


 


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


 


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


 


2

















 


giving
effect to the amendments contained herein, no Event of Default or Unmatured
Event of Default exists.


 


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


 


                5.             Full Force and Effect.  The Credit Agreement, as amended by this
Amendment 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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