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Exhibit 10.1    
    


 
 

AMENDMENT NO. 3 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT    
    


        THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of August 31, 2007 ("Amendment No. 3"), 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 and by Amendment No. 2 to Amended and Restated Revolving Credit Agreement dated as of August 2, 2007 (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. 3. 


        2.    Amendment.    The first sentence of section 1.1 of the Credit Agreement is amended by deleting the date
"August 31, 2007" and replacing it with the date "August 30, 2008". 



        3.    Effectiveness of Amendment No. 3.    Amendment No. 3 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. 3 (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. 3 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. 3, 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. 3, 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. 3 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. 3 are intended solely for convenience of reference and
shall be given no effect in the construction or interpretation of this Amendment No. 3. 


        (d)    Affirmation.    Each party hereto affirms and acknowledges that the Credit Agreement as amended by this
Amendment No. 3 remains in full force and effect in accordance with its terms. 


        (e)    Counterparts.    This Amendment No. 3 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] 


2








        IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 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













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Exhibit 10.1


AMENDMENT NO. 3 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

RECITAL

AGREEMENTS