Exhibit
10.31


 


THIRD
AMENDMENT TO REVOLVING CREDIT AGREEMENT


 


THIS THIRD AMENDMENT TO REVOLVING CREDIT
AGREEMENT, dated as of August 4, 2005, amends and supplements that certain
Revolving Credit Agreement dated as of August 15, 2003, as amended to date
(as so amended, the “Credit Agreement”) between FIRST COMMUNITY BANCORP (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 set forth in the Credit Agreement, as amended hereby, the Lender and
the Borrower agree as follows:


 


1.             Definitions
and References.  Capitalized terms
not otherwise defined herein have the meanings assigned to them in the Credit
Agreement.  All references to the Credit
Agreement contained in the related loan documents (collectively, the “Loan
Documents”) shall, upon fulfillment of the conditions set forth in section 3
below, mean the Credit Agreement as amended by this Third Amendment.


 


2.             Amendments
to Credit Agreement.  The Credit
Agreement is amended as follows:


 


(a)           The
first sentence of Section 1.2 is amended to read as follows:


 


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 August 3, 2006 (the “Maturity
Date”), at such times and in such amounts, not to exceed FIFTY MILLION AND
NO/100 UNITED STATES DOLLARS ($50,000,000.00) (the “Commitment”) at any
one time outstanding, as Borrower may request (the  “Loan(s)”).


 


(b)           Section 2.3(a) is
hereby amended by deleting the parenthetical “(but not to exceed the Maturity
Date)” contained at the end of the second sentence therein and by adding the
following sentence at the end thereof:


 





















 


Notwithstanding that any LIBOR Interest Period selected by Borrower may
extend beyond the Maturity Date, Borrower acknowledges and agrees that all
amounts owing by Borrower to Lender under this Agreement in respect of
principal, accrued interest, fees and expenses, including any amounts under section 2.5(c),
shall be due and payable on the Maturity Date.


 


(c)           The
first sentence of Section 3.3 is amended to read as follows:


 


Borrower agrees that (a) each
borrowing from Lender under Section 1.2 of this Agreement and from
the Other Banks under the Other Bank Agreements, (b) each payment of the
Commitment Fee under Section 2.7 of this Agreement to Lender and
under the Other Bank Agreements to the Other Banks and (c) each reduction
of the Commitment under Section 2.7 of this Agreement and the
commitments of the Other Banks under the Other Banks Agreements shall be made
on a pro rata basis in accordance with their aggregate commitments among Lender
and the Other Banks and at substantially the same time.


 


(d)           Section 5.4(e) is
amended to read as follows:


 


(e)           Loan Loss Reserves Ratio.  Each Subsidiary Bank shall maintain at all
times on a consolidated basis a ratio of (a) the sum of (i) loan loss
reserves plus (ii) reserves for unfunded commitments to (b) non-performing
loans of not less than one hundred percent (100%).


 


(e)           Exhibit A
and Schedule 4.8 attached hereto shall be deemed an exhibit and schedule,
respectively, to the Credit Agreement and shall replace their predecessors
attached thereto.


 


3.             Effectiveness
of Third Amendment.  This Third
Amendment shall become effective upon its execution and delivery by the
Borrower and the Lender and satisfaction of the following conditions:


 


(a)           Replacement
Note.  The Lender shall have received
the promissory note of the Borrower in the form of Exhibit A attached
hereto, payable to the Lender and duly executed by the Borrower (the “Replacement
Note”).


 


(b)           Closing
Certificate of the Borrower.  The Lender
shall have received copies, certified by the Secretary of the Borrower to be
true and correct and in full force and effect, of (i) a statement to the
effect that the Articles of Incorporation and By-Laws


 


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of the Borrower remain unamended since August 15,
2003, the last date on which copies thereof were delivered to the Lender by the
Borrower, and are in full force and effect on the date hereof; (ii) resolutions
of the Board of Directors of the Borrower authorizing the issuance, execution
and delivery of this Third Amendment and the Replacement Note; and (iii) a
statement containing the names and titles of the officer or officers of the Borrower
authorized to sign such documents, together with true signatures of such
officers.


 


(c)           Other Bank
Agreement Amendment.  The Lender
shall have received a copy of an amendment to the Other Bank Agreement, in form
and substance reasonably satisfactory to the Lender, certified by an
appropriate officer of the Borrower, making modifications to the Other Bank
Agreement consistent with the provisions of this Third Amendment, except that
the increased commitment of the Other Bank under such amendment shall only be
$20,000,000.


 


(d)           Closing Fee.  The Lender shall have received a closing fee
in the amount of $32,500.


 


(e)           Opinion of
General Counsel.  The Lender shall
have received an opinion of the Borrower’s General Counsel, in form and
substance reasonably satisfactory to the Lender.


 


(f)            Proceedings
Satisfactory.  All other proceedings
contemplated by this Third Amendment shall be satisfactory to the Lender, and
the Lender shall have received such other information relating hereto as the Lender
may reasonably request.


 


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


 


(a)           The
execution, delivery and issuance of this Third Amendment and the Replacement
Note, and the performance by the Borrower of its obligations hereunder, are
within its corporate power, have been duly authorized by proper corporate
action on the part of the Borrower, are not, to the Borrower’s knowledge, in
violation of any existing law, rule or regulation of any governmental
agency or authority, any order or decision of any court, the Articles of
Incorporation or By-Laws of the Borrower or the terms of any agreement, restriction
or undertaking to which the Borrower is a party or by which it is bound, and do
not require the approval or consent of the shareholders of the Borrower, any
governmental body, agency or authority or any other person or entity; and


 


(b)           The
representations and warranties contained in the Credit Agreement and the other
Loan Documents are true and correct in all material respects as of the date of
this Third Amendment and, to the Borrower’s knowledge, no condition


 


3





















 


exists or event or act has
occurred that, with or without the giving of notice or the passage of time,
would constitute an “Event of Default” under the Credit Agreement.


 


5.             Costs
and Expenses.  The Borrower agrees to
pay to the Lender, on demand, all reasonable costs and expenses (including
reasonable attorneys’ fees) paid or incurred by the Lender in connection with
the negotiation, execution and delivery of this Third Amendment.


 


6.             Full
Force and Effect.  The Credit Agreement,
as amended hereby, remains in full force and effect.


 


7.             Counterparts.  This Third Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one
agreement, and any party hereto may execute this Third Amendment by signing any
such counterpart.


 


	
   

  	
  FIRST COMMUNITY BANCORP

  
	
   

  	
   

  
	
   

  	
  BY

  	
  /s/ Victor R. Santoro

  	
   

  
	
   

  	
   

  	
  Victor R. Santoro, Executive Vice

  
	
   

  	
   

  	
  President & Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  BY

  	
   /s/
  Jon B. Beggs

  	
   

  
	
   

  	
   

  	
  Jon B. Beggs, Vice President

  



 


CONSENT


 


The undersigned, as a party
to the Intercreditor and Collateral Agency Agreement, dated as of August 15,
2003 among First Community Bancorp, The Northern Trust Company, U.S. Bank
National Association and The Northern Trust Company, as collateral agent,
hereby consents to the above amendment.


 


 


	
   

  	
  THE NORTHERN TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Lisa McDermott

  	
   

  
	
   

  	
  Name:

  	
  Lisa McDermott

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


Dated:  August 4, 2005


 


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EXHIBIT A


 


REVOLVING CREDIT NOTE


 


	
  $50,000,000

  	
   

  	
  Milwaukee, Wisconsin

  
	
   

  	
   

  	
  August 4, 2005

  



 


FOR
VALUE RECEIVED, on or before the Maturity Date, FIRST COMMUNITY BANCORP, a corporation formed under the laws
of the State of California (“Borrower”), promises to pay to the order of
U.S. BANK NATIONAL ASSOCIATION, a
national banking association (hereafter, together with any subsequent holder
hereof, called “Lender”), at its banking office at 777 East Wisconsin
Avenue, Milwaukee, Wisconsin 53202, or at such other place as Lender may
direct, the aggregate unpaid principal balance of each advance (a “Loan”
and collectively the “Loans”) made by Lender to Borrower hereunder.  The total principal amount of Loans
outstanding at any one time hereunder shall not exceed FIFTY MILLION UNITED
STATES DOLLARS ($50,000,000).


 


Lender
is hereby authorized by Borrower at any time and from time to time at Lender’s
sole option to attach a schedule (grid) to this Note and to endorse
thereon notations with respect to each Loan specifying the date and principal
amount thereof, and the date and amount of each payment of principal and
interest made by Borrower with respect to each such Loan.  Lender’s endorsements as well as its records
relating to Loans shall be rebuttably presumptive evidence of the outstanding
principal and interest on the Loans, and, in the event of inconsistency, shall
prevail over any records of Borrower and any written confirmations of Loans
given by Borrower.


 


Borrower
agrees to pay interest on the unpaid principal amount from time to time
outstanding hereunder on the dates and at the rate or rates as set forth in the
Revolving Credit Agreement (as hereinafter defined).


 


Payments
of both principal and interest are to be made in immediately available funds in
lawful money of the United States of America.


 


This
Note evidences indebtedness incurred under that certain Revolving Credit
Agreement dated as of the date hereof executed by and between Borrower and
Lender (and, if amended, restated or replaced, all amendments, restatements and
replacements thereto or therefor, if any) (the “Revolving Credit Agreement;”
capitalized terms not otherwise defined herein have the same meaning herein as
in the Revolving Credit Agreement). 
Reference is hereby made to the Revolving Credit Agreement for a
statement of its terms and provisions, including without limitation those under
which this Note may be paid prior to its due date or have its due date
accelerated.  This Note replaces that
certain Revolving Credit Note dated August 15, 2003, in the stated
principal amount of $17,500,000, from Borrower to Lender, and Borrower
acknowledges and agrees that the indebtedness evidence thereby has not been
extinguished and that no novation has occurred.


 





















 


Borrower
agrees to pay upon demand all expenses (including without limitation attorneys’
fees, legal costs and expenses, in each case whether in or out of court, in
original or appellate proceedings or in bankruptcy) incurred or paid by Lender
or any holder hereof in connection with the enforcement or preservation of its
rights hereunder or under any document or instrument executed in connection
herewith.  Borrower expressly and
irrevocably waives presentment, protest, demand and notice of any kind in
connection herewith.


 


This
Note is secured by the property described in the Pledge Agreement (as such term
is defined in the Revolving Credit Agreement), to which reference is made for a
description of the collateral provided thereby and the rights of Lender and
Borrower in respect of such collateral.


 


This
Note and any document or instrument executed in connection herewith shall be
governed by and construed in accordance with the internal law of the State of
New York.  Unless the context requires
otherwise, wherever used herein the singular shall include the plural and vice
versa, and the use of one gender shall also denote the other.  Captions herein are for convenience of
reference only and shall not define or limit any of the terms or provisions
hereof; references herein to Sections or provisions without reference to the
document in which they are contained are references to this Note.  This Note shall bind Borrower, its successors
and assigns, and shall inure to the benefit of Lender, its successors and
assigns, except that Borrower may not transfer or assign any of its rights or interest
hereunder without the prior written consent of Lender.


 


 


	
   

  	
  FIRST COMMUNITY BANCORP

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


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SCHEDULE 4.8


 


NOTE:  In providing this
Schedule, neither First Community Bancorp (the “Company”) nor Pacific Western
National Bank (“PWB”) is hereby admitting that the litigation described on this
Schedule would, if adversely determined, have a material and adverse
effect on the assets, financial condition, continued operations or business of
PWB or the Company on a consolidated basis.


 


On June 8, 2004, the
Company was served with an amended complaint naming First Community and PWB as
defendants in a class action lawsuit filed in Los Angeles Superior Court
pending as Case No. BC310846. We are named as defendants in our capacity
as alleged successors to First Charter Bank, N.A., which the Company acquired
in October 2001. A former officer of First Charter Bank, who left First
Charter in May of 1997, is also named as a defendant.


 


On April 18, 2005, the
plaintiffs filed the second amended class action complaint. The second amended
complaint alleges that a former officer of First Charter Bank who later became
a principal of Four Star Financial Services, LLC (“Four Star”), an affiliate of
900 Capital Services, Inc. (“900 Capital”), improperly induced several
First Charter customers to invest in 900 Capital or affiliates of 900 Capital
and further alleges that Four Star, 900 Capital and some of their affiliated
entities perpetuated their fraud upon investors through various First Charter
accounts with First Charter’s purported knowing participation in and/or willful
ignorance of the scheme. The key allegations against First Charter in the
second amended complaint date back to the mid-1990s and the second amended
complaint alleges several counts for relief including aiding and abetting,
conspiracy, fraud, breach of fiduciary duty, relief pursuant to the California
Business and Professions Code, negligence and relief under the California
Securities Act stemming from an alleged fraudulent scheme and sale of
securities issued by 900 Capital and Four Star. In disclosures provided to the
parties, plaintiffs have asserted that the named plaintiffs have suffered
losses well in excess of $3.85 million, and plaintiffs have asserted that “losses
to the class total many tens of millions of dollars.” While we understand that
the plaintiffs intend to seek to certify a class for purposes of pursuing a
class action, a class has not yet been certified and no motion for class
certification has been filed.


 


At this stage of litigation,
we do not believe it is feasible to accurately assess the likely outcome, the
timing of its resolution, or whether it would have a material adverse effect on
the Company’s consolidated financial position, results of operations or cash
flows.