Exhibit
10.25


 


FIRST AMENDMENT TO


AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT


 


THIS FIRST
AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”)
dated as of August 13, 2004 is between FIRST COMMUNITY BANCORP, a corporation
formed under the laws of the State of California (the “Borrower”), and
THE NORTHERN TRUST COMPANY (in such capacity, together with its successors in
such capacity, the “Lender”).


 


WHEREAS, the
Borrower and the Lender have entered into an Amended and Restated Revolving
Credit Agreement dated as of August 15, 2003 (the “Credit Agreement”);
and


 


WHEREAS, the
Borrower and the Lender wish to amend to the Credit Agreement to extend the
Maturity Date thereof;


 


NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


 


1.             Definitions.  Terms defined in the Credit Agreement and not
otherwise defined herein shall have the respective meanings given to them in
the Credit Agreement and terms defined in the introductory paragraphs or other
provisions of this Amendment shall have the respective meanings attributed to
them therein.


 


2.             Amendments to Credit Agreement.  Subject to the terms of Section 3 of this
Amendment,


 


(a)           each
of the Borrower and the Lender agree that the Maturity Date of the Credit
Agreement as set forth in Section 1.2 of the Credit Agreement is hereby extended
to August 13, 2005, pursuant to the terms of Section 1.4 of the Credit
Agreement; and


 


(b)           Section
1.2 of the Credit Agreement is hereby amended by replacing “August 14, 2004” as
it appears therein with “August 13, 2005.”


 


3.             Conditions to Amendment.  This Amendment shall be subject to the
satisfaction of the following conditions precedent:


(a)           The
Borrower and the Lender shall have executed this Amendment and the Borrower
shall have delivered its executed counterpart to the Lender.


 


(b)           After
giving effect to this Amendment, no Event of Default or Unmatured Event of Default
or shall have occurred and be continuing under the Credit Agreement, the
representations and warranties of the Borrower in Section 4 of the Credit
Agreement and in Section 5 hereof shall be true and correct and the


 





















 


Borrower shall have provided to the Agent a certificate of a senior
officer of the Borrower to that effect.


 


(c)           The
Borrower shall have delivered to the Lender such other documents as the Lender
may reasonably request.


 


4.             Ratification.  The parties agree that the Credit Agreement, as
amended hereby, and the Note, have not lapsed or terminated, are in full force
and effect, and are and from and after the date hereof shall remain binding in
accordance with its terms.  All
references in the Credit Agreement and the Note to “this Agreement” or the “Credit
Agreement” and any other references of similar import shall henceforth mean the
Credit Agreement as amended by this Amendment. 
In the event of any inconsistency or conflict between this Amendment and
the Credit Agreement, the terms, provisions and conditions contained in this
Amendment shall govern and control.


 


5.             Representations and Warranties.  The Borrower represents and warrants to the
Lender that:


 


(a)           No
Breach.  The execution, delivery and
performance of this Amendment will not conflict with or result in a breach of,
or cause the creation of a lien or require any consent under, the articles of
incorporation or bylaws of the Borrower, or any applicable law or regulation,
or any order, injunction or decree of any court or governmental authority or
agency, or any agreement or instrument to which the Borrower is a party or by
which it or its property is bound.


 


(b)           Power
and Action, Binding Effect.  The
Borrower is duly incorporated,  validly
existing and in good standing as a corporation under the laws of the State of
California and has all necessary power and authority to execute, deliver and
perform its obligations under this Amendment and the Credit Agreement, as
amended by this Amendment; the execution, delivery and performance by the
Borrower of this Amendment and the Credit Agreement, as amended by this
Amendment, have been duly authorized by all necessary action on its part; and
this Amendment and the Credit Agreement, as amended by this Amendment, have
been duly and validly executed and delivered by the Borrower and constitute legal,
valid and binding obligations, enforceable in accordance with their respective
terms.


 


(c)           Approvals.  No authorizations, approvals or consents of,
and no filings or registrations with, any governmental or regulatory authority
or agency or any other person are necessary for the execution, delivery or
performance by the Borrower of this Amendment or the Credit Agreement, as
amended by this Amendment, or for the validity or enforceability thereof.


 


6.             Successors and Assigns.  This Amendment shall be binding upon and
inure to the benefit of the Borrower and the Lender and their respective
successors and assigns, except that the Borrower may not transfer or assign any
of its rights or interest hereunder.


 





















 


7.             Governing Law.  This
Amendment shall be governed by, and construed and interpreted in accordance
with, the internal laws of the State of New York.


 


8.             Counterparts.  This Amendment may be executed in any number
of counterparts and each party hereto may execute any one or more of such
counterparts, all of which shall constitute one and the same instrument.  Delivery of an executed counterpart of a
signature page to this Amendment by telecopy shall be as effective as delivery
of a manually executed counterpart of this Amendment.


 


9.             Expenses.  Without limiting the obligations of the
Borrower under the Credit Agreement, the Borrower agrees to pay, or to
reimburse on demand, all reasonable costs and expenses incurred by the Lender
in connection with the negotiation, preparation, execution, delivery, modification,
amendment or enforcement of this Amendment, the Credit Agreement and the other
agreements, documents and instruments referred to herein, including the
reasonable fees and expenses of Gardner Carton & Douglas LLP, special
counsel to the Lender, and any other counsel engaged by the Lender.


 


[Signature
Page Follows]


 





















 


IN WITNESS
WHEREOF, this Amendment has been executed as of the date first above written.


 


	
   

  	
  FIRST
  COMMUNITY BANCORP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Victor R. Santoro

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Victor R. Santoro

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice President & Chief

  	
   

  
	
   

  	
   

  	
  Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE NORTHERN
  TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lisa McDermott

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Lisa McDermott

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President