Exhibit 10.1


 


AMENDMENT NO. 9 TO REVOLVING CREDIT AGREEMENT


 


THIS AMENDMENT NO. 9 TO REVOLVING CREDIT AGREEMENT,
dated as of November 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, by Amendment No. 7
to Revolving Credit Agreement dated as of March 31, 2008 and by Amendment No. 8
to 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”), and
U.S. Bank National Association (“Lender”).


 


RECITAL


 


Borrower and 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, Borrower and 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. 9 to Revolving Credit Agreement (“Amendment No. 9”) by Borrower
and 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. 9.


 


2.             Amendments to Credit Agreement.


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


SECTION 2.2        REQUESTS
FOR LOANS.  If Borrower
wishes to borrow funds, it shall, at or before 12:00 noon, New York time, on
the date of such borrowing, which shall be a New York Banking Day, give Lender
written notice thereof, which shall be irrevocable.  Such notice shall specify the principal
amount of the requested Loan.


 


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


 


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


 


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


 


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


 


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


 


SECTION 3.1       PREPAYMENTS.  Borrower may prepay the Loans at any time
without penalty or premium.  Borrower
shall prepay the Loans 


 


2

















 


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


 


(i)            Section 5.2(f) of
the 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 any
federal regulatory agency in connection with Borrower’s participation in the
Capital Purchase Program (the “CPP”) established pursuant to the Emergency
Economic Stabilization Act of 2008, copies of all such information,
application, reports and similar documentation provided to such federal
regulatory agency, including without limitation, any information regarding
approval of Borrower’s participation in the CPP.


 


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


 


SECTION 5.4       FINANCIAL REQUIREMENTS.


 


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


 


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


 


(c)           Return on Average Assets.  Borrower’s consolidated net income during (i) the
fiscal quarter ending September 30, 2008 shall not be less than (0.60)% of
its average assets during such fiscal quarter, (ii) the fiscal quarter
ending December 31, 2008 shall not be less than 0.00% of its average assets
during such fiscal quarter and (iii) during each subsequent fiscal quarter
shall not be less than 0.15% of its average assets during the applicable fiscal
quarter; 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
an acquisition or public offering permitted under Section 5.1 and 5.6
hereof (e.g., intangible amortization expense).


 


3

















 


(d)           Nonperforming Assets.  The Nonperforming Loans of the Borrower, its
Subsidiary Bank and other Subsidiaries shall not exceed (i) 3.25% of Total
Loans 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 loss
reserves which, as of the last day of each fiscal quarter, are not less than
60% of the Nonperforming Loans of the Subsidiary Bank.


 


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


 


(f)            The term “Nonperforming Loans” refers to all
loans and other assets of the Borrower or the Subsidiary Bank which are
classified as “non-performing” (which shall include all loans in nonaccrual
status, loans more than ninety (90) days past due in the payment of principal
or interest, loans restructured or renegotiated or listed as “other
restructured” or “other real estate owned” on the FDIC or other regulatory
agency call report).


 


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


 


(l)            Subsection 8.1(h) is
amended to read:


 


(h)           The term “Total Risk-Based Capital” shall
have the meaning set forth in the FDIC’s regulations on minimum capital
adequacy (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 become
effective upon its execution and delivery by Borrower and Lender and receipt by
Lender of an amendment to the Loan Participation Agreement between First
Tennessee Bank National Association and Lender, duly executed by the parties
thereto.


 


4.             Representations and
Warranties; No Default.


 


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


 


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


 


4

















 


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


 


5.             Costs and Expenses.  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. 9.


 


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


 


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


 


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


 


[remainder
of page intentionally blank; signature page follows]


 


5

















 


IN WITNESS WHEREOF, the undersigned have executed
this 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