Exhibit 10.3


 


AMENDMENT
NO. 2 TO REVOLVING CREDIT AGREEMENT


 


THIS
AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT, dated as of July 31, 2008,
amends the Revolving Credit Agreement dated as of August 2, 2007, as
amended by Amendment No. 1 to Revolving Credit Agreement dated as of May 9,
2008 (as so amended, the “Credit Agreement”), between CoBiz Financial Inc., a
Colorado 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. 2 to Revolving Credit Agreement (“Amendment
No. 2”) by the Borrower and the Lender and the satisfaction of the
conditions set forth in section 3 below, each reference to the Credit Agreement
contained in the Credit Agreement, the Note or any other document relating
thereto means the Credit Agreement as amended by this Amendment No. 2.


 


2.                                       Amendments to
Credit Agreement.


 


(a)                                  The first
sentence of section 1.2 of the Credit Agreement is amended (i) by deleting
the date “July 31, 2008” and replacing it with the date “July 30,
2009” and (ii) by amending the parenthetical “(the “Commitment”)”
to read “(as reduced from time to time pursuant to Section 2.7, the “Commitment”)”.


 


(b)                                 Section 2.1(a) of
the Credit Agreement is amended by deleting the phrase “one and fifteen
hundredths percent (+1.15%) per annum “ each place it occurs and replacing it
with the phrase “one and thirty-five hundredths percent (+1.35%) per annum”.


 


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


 


(c)                                  Return on Average Assets.  Borrower’s consolidated net income shall be
at least (i) eighty-five hundredths of one percent (0.85%) of its average
assets, determined as of the last day of its fiscal quarters ending 


 

















 


in 2007, (ii) sixty-five hundredths of one percent (0.65%) of its
average assets, determined as of the last day of its fiscal quarters ending March 31,
2008 and June 30, 2008 (iii) fifty-five hundredths of one percent
(0.55%) of its average assets, determined as of the last day of its fiscal
quarters ending September 30, 2008 and December 31, 2008, (iv) sixty-five
hundredths of one percent (0.65%) of its average assets, determined as of the
last day of its fiscal quarter ending March 31, 2009 and (v) seventy
hundredths of one percent (0.70%) of its average assets, determined as of the
last day of its fiscal quarter ending June 30, 2009, in each case
calculated for the four fiscal quarter period ending on the determination date;
provided, however, that for purposes of calculating 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.


 


(d)                                 The first
sentence of section 5.12 of the Credit Agreement is amended to read as follows:


 


Borrower will not, without Lender’s prior written consent, create,
incur, assume or permit to exist any mortgage, pledge, encumbrance or other
lien or levy upon or security interest in any of the capital stock of any
Subsidiary Bank now owned or hereafter acquired by Borrower other than pledges,
encumbrances, liens and security interests in favor of Lender.


 


(e)                                  Section 5.13
of the Credit Agreement is amended by deleting the word “and” immediately prior
to clause (e) and inserting the following at the end of that section:


 


; and (f) indebtedness of Borrower evidenced by the Notes (as
defined in the Note Holders Agreement referred to below) issued by Borrower in
connection with the Private Placement Memorandum dated as of July 25, 2008
(the “2008 Subordinated Notes”) that are subordinated to the payment of the
obligations of the Borrower under this Agreement and the Note to Lender or any
affiliate of Lender pursuant to the Note Holders Agreement in the form attached
to such Private Placement Memorandum (the “2008 Note Holders Agreement”); and (g) indebtedness
incurred by the subsidiary Bank in the ordinary course of the operation of its
banking business.


 


(f)                                    Section 5.14
of the Credit Agreement is created to read as follows:


 


Section 5.14                                2008
Subordinated Notes.  Borrower
shall not (a) make any principal prepayment in respect of, or redeem prior
to their scheduled maturity date any of, the 2008 Subordinated Notes, (b) make
any payment in respect of the 2008 Subordinated Notes which is not permitted 


 


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by the provisions of the 2008 Note Holders Agreement or (c) agree
to any amendment to or modification of the 2008 Note Holders Agreement which is
adverse in any material respect to the interests of Lender.


 


3.                                       Conditions to
Effectiveness.  This
Amendment No. 2 shall become effective upon its execution and delivery by
the Borrower and the Lender and the satisfaction of the following conditions:


 


(a)                                  The Lender
shall have received a Pledge Agreement, in form and content satisfactory to the
Lender, duly executed by the Borrower, granting the Lender a first priority
security interest in 100% of the outstanding common stock of CoBiz Bank;


 


(b)                                 The Lender
shall have received certificates representing 100% of the outstanding common
stock of CoBiz Bank together with duly executed blank stock powers;


 


(c)                                  The Lender
shall have received a copy, certified on behalf of the Borrower by the
Secretary or Assistant Secretary of the Borrower to be accurate and complete,
of resolutions of the Board of Directors of the Borrower authorizing the
execution and delivery of this Amendment No. 2 and the Pledge Agreement;
and


 


(d)                                 The Lender
shall have received a copy, certified on behalf of the Borrower by the
Secretary or Assistant Secretary of the Borrower to be accurate and complete,
of the Private Placement Memorandum dated July 25, 2008 describing the
2008 Subordinated Notes.


 


4.                                       Representations
and Warranties; No Default.


 


(a)                                  The execution
and delivery of this Amendment No. 2 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 except (i) the
representations and warranties made in section 4.3 of the Credit Agreement
shall apply to the most recent financial statements of the Borrower furnished
to the Lender pursuant to section 5.2 of the Credit Agreement and (ii) for
changes permitted by the Credit Agreement; and 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. 2.


 


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6.                                       Full Force and
Effect.  The Credit Agreement, as
amended by this Amendment No. 2, remains in full force and effect.


 


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  COBIZ
  FINANCIAL INC.

  
	
   

  	
   

  
	
   

  	
  BY

  	
  /s/
  Lyne B. Andrich

  
	
   

  	
   

  	
  Its
  EVP and CFO

  
	
   

  	
   

  
	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  BY

  	
  /s/
  Michael T. Kozisek

  
	
   

  	
   

  	
  Its
  Senior Vice President

  



 


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