Seventh Amendment to Credit Agreement


  Exhibit 10.1
 SEVENTH AMENDMENT TO
CREDIT AGREEMENT
 THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (“this Amendment”) dated as of May 31, 2003 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 and a Sixth Amendment thereto dated as of May 31, 2002 (as so amended, the “Agreement”).
 B.         The Borrower and the Lender now desire to further amend the definitions of “Facility Termination Date” and “Maximum Credit Amount” 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, 2004, as such date may be extended from time to time pursuant to Section 2.5 or accelerated pursuant to Section
7.2.
 3.          The defined term “Maximum Credit
Amount” set forth in Article I of the Agreement is hereby amended to read, in its entirety, as follows:
 “Maximum Credit
Amount” means $30,000,000.
 4.          The reference in Section 2.1 of the Agreement to the figure “$35,000,000” is hereby amended to read “$30,000,000”.
 







  5.          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 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.
 6.          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.
 7.          The Borrower certifies that the organizational documents of the Borrower have not been amended since May 31, 1999.
 8.          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.
 9.          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.
 10.       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.
 11.       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 Vice President and Chief Financial Officer
 
	  
 	      
 	  
 Dated: May 23, 2003
 
	  
 	     
 	 
 AMSOUTH BANK
 
	 
 
 
 	      
 	 By 
 	 
 /s/ JOHN M. KETTIG
 
	  
 	  
 	  
 	 
 
	  
 	      
 	  
 	 Its Senior Vice President
 
	  
 	      
 	  
 Dated: May 23, 2003
 

  
 
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