Exhibit
10.1


 


AMENDMENT
NO. 6 TO REVOLVING CREDIT AGREEMENT


 


THIS AMENDMENT NO. 6 TO
REVOLVING CREDIT AGREEMENT, dated as of November 6, 2007, 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 and by Amendment No. 5 to
Revolving Credit Agreement dated as of August 8, 2007 (as so amended, the “Credit
Agreement”), between Centennial Bank Holdings, Inc., a Delaware corporation
(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. 6 to Revolving
Credit Agreement (“Amendment No. 6”) 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. 6.


 


2.             Amendments to Credit Agreement.


 


(a) The first sentence of
section 1.2 of the Credit Agreement is amended by deleting the date “November
6, 2007” and replacing it with the date “March 31, 2008”.


 


(b) 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 eighty-five hundredths of one percent (0.85%) of
its average assets, calculated on an annualized basis as at the last day of
each fiscal quarter of Borrower; provided, however, that for purposes of
determining return on average assets, customary and reasonable, non-recurring
expenses and charges incurred by Borrower in connection with a permitted
acquisition or public offering under Sections 5.1 and 5.6 hereof shall be
excluded; 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.             Effectiveness of Amendment No. 6. This Amendment
No. 6 shall become effective upon its execution and delivery by the Borrower
and the Bank and the receipt by the Bank of an amendment fee of $5,000 which
the Borrower acknowledges is fully earned upon receipt and nonrefundable under
any circumstances.


 


4.             Representations and Warranties; No Default.


 


(a) The execution and
delivery of this Amendment No. 6 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 giving effect
to the amendments contained herein, no Event of Default or Unmatured Event of
Default exists.


 


5.             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. 6.


 

















 


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


 


	
   

  	
  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