Eight Amendment to the Credit Agreement



 Exhibit 10.1 
  
 EIGHTH AMENDMENT TO CREDIT AGREEMENT 
  
 THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (“this Amendment”) dated as of May 31, 2004 is entered into by ALABAMA NATIONAL
BANCORPORATION, a Delaware corporation (the “Borrower”) and AMSOUTH BANK, an Alabama banking corporation and formerly known as AmSouth Bank of Alabama (the “Lender”). 
  
 Recitals 
  
 A. The Borrower and the Lender have entered into a Credit Agreement dated as
of December 29, 1995 as amended by a First Amendment thereto dated as of January 20, 1997, a Second Amendment thereto dated as of January 19, 1998, a Third Amendment thereto dated as of May 31, 1999, a Fourth Amendment thereto dated as of May 31,
2000, a Fifth Amendment thereto dated as of May 31, 2001, a Sixth Amendment thereto dated as of May 31, 2002 and a Seventh Amendment thereto dated as of May 31, 2003 (as so amended, the “Agreement”). 
  
 B. The Borrower and the Lender now desire to further amend the definition of
“Facility Termination Date” and to make the other changes set forth in this Amendment. 
  
 Agreement 
  
 NOW, THEREFORE, in consideration of the recitals and the mutual obligations and covenants contained herein, the Borrower and the Lender hereby agree as follows: 
  
 1. Capitalized terms used in this Amendment and not otherwise defined herein
have the respective meanings attributed thereto in the Agreement. 
  
 2. The defined term “Facility Termination Date” set forth in Article I of the Agreement is hereby further amended to read, in its entirety, as follows: 
  
 “Facility Termination Date” means May 31, 2005, as such date may be extended from time to
time pursuant to Section 2.5 or accelerated pursuant to Section 7.2. 
  
 3. Exhibit D to the Agreement shall be amended in its entirety and replaced with Revised Exhibit D attached hereto and made a part hereof. 
  
 4. Notwithstanding the execution of this Amendment, all of the indebtedness evidenced by the Note shall remain in full force
and effect, as modified hereby, and all of the collateral described in the Agreement and the Credit Documents shall remain subject to the liens, security interests and assignments of the Agreement and the Credit Documents as security for the
indebtedness evidenced by the Note and all other indebtedness described therein; and nothing contained in this Amendment shall be construed to constitute a novation of the indebtedness evidenced by the Note or to release, satisfy, discharge,
terminate or otherwise affect or impair in any manner whatsoever (a) the validity or enforceability of the indebtedness evidenced by the 

  

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Note; (b) the liens, security interests, assignments and conveyances effected by the Agreement or the Credit Documents, or the priority thereof; (c) the
liability of any maker, endorser, surety, guarantor or other person that may now or hereafter be liable under or on account of the Note or the Agreement or the Credit Documents; or (d) any other security or instrument now or hereafter held by the
Lender as security for or as evidence of any of the above-described indebtedness. 
  
 5. All references in the Credit Documents to “Credit Agreement” shall refer to the Agreement as amended by this Amendment, and as the Agreement may be further amended from time to time. 
  
 6. The Borrower certifies that the organizational documents of the Borrower
have not been amended since May 31, 1999. 
  
 7. The Borrower
hereby represents and warrants to the Lender that all representations and warranties contained in the Agreement are true and correct as of the date hereof (except representations and warranties that are expressly limited to an earlier date); and the
Borrower hereby certifies that no Event of Default nor any event that, upon notice or lapse of time or both, would constitute an Event of Default, has occurred and is continuing. 
  
 8. Except as hereby amended, the Agreement shall remain in full force and effect as written. This Amendment may be executed
in one or more counterparts, each of which shall be deemed an original, and all of which when taken together shall constitute one and the same instrument. The covenants and agreements contained in this Amendment shall apply to and inure to the
benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. 
  
 9. Nothing contained herein shall be construed as a waiver, acknowledgment or consent to any breach of or Event of Default under the Agreement and the
Credit Documents not specifically mentioned herein, and the consents granted herein are effective only in the specific instance and for the purposes for which given. 
  
 10. This Amendment shall be governed by the laws of the State of Alabama. 
  

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 IN WITNESS WHEREOF, the Borrower and the Lender have caused this Amendment to be executed and
delivered by their duly authorized corporate officers as of the date set forth below their signature. 
  

			
	ALABAMA NATIONAL BANCORPORATION
		
	By	 	 /s/ William E. Matthews, V

	 	 	 Its Executive V.P. and C.F.O.

	
	 Dated: May 12, 2004

	
	AMSOUTH BANK
		
	By	 	 /s/ John M. Kettig

	 	 	 Its Senior Vice President

	
	 Dated: May 13, 2004



  

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 REVISED 
 EXHIBIT D 
  
 Subsidiaries Stock Information 
  

											
	 	  	 Subsidiary

	  	Certificate No.

	  	No. of Shares

	  	Issued To

	  	Date


						
	 1.
	  	National Bank of Commerce of Birmingham	  	204	  	659,251	  	Borrower	  	12/29/95
						
	 2.
	  	Alabama Exchange Bank	  	C285	  	3,134	  	Borrower	  	5/07/93
	 	  	 	  	C284	  	16,006	  	Borrower	  	5/07/93
	 	  	 	  	C283	  	21	  	Borrower	  	1/15/91
	 	  	 	  	C281	  	102	  	Borrower	  	12/17/90
						
	 3.
	  	Bank of Dadeville	  	445	  	4,000	  	Borrower	  	6/12/90
						
	 4.
	  	First Gulf Bank	  	2	  	2,500	  	Borrower	  	8/15/97
						
	 5.
	  	Citizens and Peoples Bank National Association	  	3	  	25,000	  	Borrower	  	9/2/97
						
	 6.
	  	First American Bank	  	781	  	20,000	  	Borrower	  	11/30/97
						
	 7.
	  	Public Bank of St. Cloud	  	365	  	231,550	  	Borrower	  	5/29/98
						
	 8.
	  	First Citizens Bank, Talladega, Alabama	  	553	  	986 2/3	  	Borrower	  	4/10/00
						
	 9.
	  	Community Bank of Naples, National Association	  	001	  	1,000,000	  	Borrower	  	12/31/98
						
	 10.
	  	Georgia State Bank	  	2	  	453,912	  	Borrower	  	10/02/98
						
	 11.
	  	Peoples State Bank of Groveland	  	1	  	100	  	Borrower	  	1/31/01
						
	 12.
	  	Millennium Bank	  	2	  	100	  	Borrower	  	7/9/03
						
	 13.
	  	Indian River National Bank	  	1019	  	220,683	  	Borrower	  	3/01/04
						
	 14.
	  	CypressBank	  	0398	  	725,142	  	Borrower	  	3/01/04

  

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