Exhibit
10.30


 


SECOND AMENDMENT TO


AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT


 


THIS SECOND
AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”)
dated as of August 4, 2005 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, as amended by a First
Amendment dated as of August 13, 2004 (as so amended, the “Credit
Agreement”); and


 


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


 


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)           Section 1.2 of the Credit
Agreement is hereby amended by replacing “August 13, 2005” as it appears
therein with “August 3, 2006”; and


 


(b)           Section 1.2 of the Credit Agreement
is hereby amended by replacing “TWELVE MILLION FIVE HUNDRED THOUSAND AND NO/100
UNITED STATES DOLLARS ($12,500,000)” as it appears therein with “TWENTY MILLION
DOLLARS AND NO/100 ($20,000,000).”


 


(c)           Section 2.3(a) of the
Credit Agreement is hereby amended by deleting the parenthetical phrase “(but
not to exceed the Maturity Date)” at the end of said Section and by the
addition of the following at the end:


 


“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”.


 


(d)           The first sentence of Section 3.3
of the Credit Agreement is hereby 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.”


 


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


 


“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%).”


 


(f)            Schedule 4.8 of the Credit
Agreement is hereby amended to state as set forth on Schedule 4.8 hereto.


 


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)           The Borrower shall have executed and
delivered a replacement note (the “Replacement Note”) in the form attached
as Exhibit A.


 


(c)           The Borrower shall have delivered a
certified copy of all corporate action taken by the Borrower authorizing this
Agreement and the Replacement Note and the borrowing by the Borrower under the
Credit Agreement, as amended hereby (including a certificate setting forth the
resolutions of the Board of Directors of the Borrower authorizing the
transactions contemplated).


 


(d)           U.S. Bank National Association shall
have delivered its consent hereto in the form attached.


 


(e)           After giving effect to this
Amendment, no Event of Default or Unmatured Event of Default 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 an officer of the Borrower to that effect.


 


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


 


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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 their 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 and the Replacement Note 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, the Replacement Note and the Credit Agreement, as amended by this
Amendment; the execution, delivery and performance by the Borrower of this
Amendment, the Replacement Note and the Credit Agreement, as amended by this Amendment,
have been duly authorized by all necessary action on its part; and this
Amendment, the Replacement Note 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, the Replacement Note 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


 


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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 Replacement Note,
the Credit Agreement and the other agreements, documents and instruments
referred to herein, including the reasonable fees and expenses of Mayer, Brown,
Rowe & Maw LLP, special counsel to the Lender, and any other counsel
engaged by the Lender.


 


[Signature
Page Follows]


 


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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 and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE NORTHERN
  TRUST COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Lisa McDermott

  	
   

  
	
   

  	
  Name: Lisa McDermott

  	
   

  
	
   

  	
  Title: 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.


 


 


	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon B.
  Beggs

  	
   

  
	
   

  	
  Name: Jon B.
  Beggs

  
	
   

  	
  Title: Vice
  President

  



 


Dated:  August 4, 2005


 


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EXHIBIT A


 


REVOLVING
CREDIT NOTE


 




	
  $20,000,000

  	
   

  	
  Chicago,
  Illinois

  
	
   

  	
   

  	
  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 THE NORTHERN TRUST COMPANY,
an Illinois banking corporation (hereafter, together with any subsequent holder
hereof, called “Lender”), at its main banking office at 50 South LaSalle
Street, Chicago, Illinois 60675, 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 TWENTY MILLION UNITED
STATES DOLLARS ($20,000,000).


 


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 an Amended and Restated Revolving Credit
Agreement dated as of August 15, 2003 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 meanings 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.


 


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.


 


This Note is a
replacement for that certain Amended and Restated Revolving Credit Note of
Borrower dated August 15, 2003 in the face principal amount of $12,500,000
payable to the order of Lender, and nothing contained herein or in the
Revolving Credit Agreement shall be construed to deem paid or forgiven the
unpaid principal amount of, or unpaid accrued interest on, said Revolving
Credit Note outstanding at the time of its replacement by this Note, or to
release or otherwise adversely affect any lien, mortgage or security interest
securing such indebtedness or any rights of Lender against any guarantor,
surety or other party primarily or secondarily liable for such indebtedness.


 


	
   

  	
  FIRST
  COMMUNITY BANCORP

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


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SCHEDULE 4.8


 


First
Community Bancorp


August 4,
2005


 


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.