Exhibit
10.1


 


AMENDMENT
NO. 1 TO


INVESTMENT
AGREEMENT


 


This AMENDMENT NO. 1
(this “Amendment”) to that certain
Investment Agreement, dated as of May 6, 2009 (the “Investment
Agreement”), by and among Guaranty Bancorp (the “Company”), Patriot Financial Partners,
L.P., Patriot Financial Partners Parallel, L.P., Relational Investors Mid-Cap
Fund I, L.P., Relational Investors Mid-Cap Fund II, L.P., Castle Creek Capital
Partners III, L.P., the other investors named on the signature pages hereto
and the other investors that may become party thereto from time to time
(collectively, the “Investors”), is dated as of August 11,
2009, by and among the Company and the Investors. Capitalized terms used but
otherwise defined in this Amendment shall have the respective meanings ascribed
to them in the Investment Agreement.


 


WHERAS, the Company and
the Investors previously entered into the Investment Agreement, pursuant to
which the Investors will collectively purchase up to 60,000 shares of the
Company’s Convertible Preferred Stock for an aggregate Purchase Price of up to
$60,000,000 upon the terms and subject to the conditions set forth in the
Investment Agreement.


 


WHEREAS, the parties
hereto wish to amend the Investment Agreement in certain respects.


 


NOW THEREFORE, in consideration
of the foregoing and the mutual covenants herein contained, the parties hereto
hereby agree as follows:


 


Section 1.               Amendments.


 


(a)           The first paragraph of the Recitals
to the Agreement is hereby amended and restated in its entirety to read as follows:


 


“The Company
intends to sell to each Investor, and such Investor intends to purchase from
the Company, the number of shares of Series A Convertible Preferred Stock,
par value $0.001 per share (the “Convertible Preferred
Stock”), set forth next to such Investor’s name on Annex A, to
be designated with the terms, privileges and preferences set forth in the form
of Certificate of Designations attached as Exhibit A hereto on the terms
and subject to the conditions set forth herein.


 

















 


The Company and the Investors hereby acknowledge
and confirm that, notwithstanding the treatment of the Convertible Preferred
Stock for purposes of the Delaware General Corporation Law, 8 Del C. § 101 et seq.  (the “DGCL”), for purposes of the risk-based and leverage capital
guidelines of the Board of Governors of the Federal Reserve System appearing at
12 C.F.R. Part 225 (Appendix A) and 12 C.F.R. Part 225 (Appendix B),
as applicable, and for purposes of subsequent regulatory reporting, the
Convertible Preferred Stock constitutes cumulative preferred stock as described
therein and is subject to the limitations on cumulative preferred stock
contained therein.”


 


(b)           The Table of Contents is hereby
amended by deleting the word “Non-Cumulative” from  “Exhibit A   Form of Certificate of Designations for
Series A Convertible Non-Cumulative Preferred Stock”.


 


(c)           Exhibit A to the Investment
Agreement is hereby amended and restated in its entirety in the form attached
as Exhibit A hereto.


 


(d)           Section 6(j) of the
Investment Agreement is hereby amended by adding at the end thereof prior to
the period:


 


“; provided
however that no such consent shall be required to the extent that the Company
or the Bank is required to raise additional capital under a regulatory or
supervisory directive”


 


(e)           The proviso in the penultimate
sentence of Section 9(a)(v) of the Investment Agreement is hereby
amended by deleting the word “and” immediately preceding clause (C) thereof
and replacing it with a comma, and adding the following at the end of the sentence:


 


“and (D) notwithstanding
any of the foregoing to the contrary, any committee of the Board of Directors
shall have the right to withhold any information and to exclude any Observer
from any meeting of such committee or portion thereof at any time and for no
reason or any reason whatsoever”


 


Section 2.               Miscellaneous.


 


(a)           Each party thereto hereby
acknowledges and confirms that all references in the Investment Agreement to “this
Agreement” shall be deemed to include the Investment Agreement as amended by
this Amendment.


 


(b)           Except as expressly provided herein,
the Investment Agreement shall remain in full force and effect in accordance
with the terms thereof.


 


(c)           For the convenience of the parties
hereto, this Amendment may be executed in any number of counterparts, each of
which shall be deemed to be an original instrument, and all such counterparts
will together constitute the same agreement. Executed signature pages to
this Amendment may be delivered by facsimile and such facsimiles will be deemed
as sufficient as if actual signature pages had been delivered.


 

















 


(d)           This Amendment shall be governed by,
construed and enforced in accordance with the laws of the State of Colorado,
without giving effect to conflicts of law principles or other principles that
would require the application of any other law.


 


[Remainder
of this page intentionally left blank.]


 

















 


IN WITNESS WHEREOF, the
parties have caused this Amendment to be duly executed and delivered as of the
date first above written.


 


	
   

  	
  GUARANTY BANCORP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul W. Taylor

  
	
   

  	
  Name:

  	
  Paul W. Taylor

  
	
   

  	
  Title:

  	
  Executive Vice
  President, Chief

  Financial and Operating Officer and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PATRIOT FINANCIAL
  PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. Kirk Wycoff

  
	
   

  	
  Name:

  	
  W. Kirk Wycoff

  
	
   

  	
  Title:

  	
  Managing Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PATRIOT FINANCIAL
  PARTNERS PARALLEL, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. Kirk Wycoff

  
	
   

  	
  Name:

  	
  W. Kirk Wycoff

  
	
   

  	
  Title:

  	
  Managing Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CASTLE CREEK CAPITAL
  PARTNERS III, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John M.
  Eggemeyer, III

  
	
   

  	
  Name:

  	
  John M. Eggemeyer, III

  
	
   

  	
  Title:

  	
  Managing Member

  



 


 


Amendment No. 1 to
Investment Agreement


 

















 


	
   

  	
  RELATIONAL INVESTORS
  MID-CAP FUND I, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David H. Batchelder

  
	
   

  	
  Name:

  	
  David H. Batchelder

  
	
   

  	
  Title:

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RELATIONAL INVESTORS
  MID-CAP FUND II, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David H. Batchelder

  
	
   

  	
  Name:

  	
  David H. Batchelder

  
	
   

  	
  Title:

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CONTEXT BH EQUITY FUND
  II, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CCP BH II, L.P., its
  General Partner

  
	
   

  	
  By:

  	
  BH CCPBH GP, LLC, its
  General Partner

  
	
   

  	
  By:

  	
  BH Equity Research, LLC,
  its Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Hendershott

  
	
   

  	
  Name:

  	
  Robert Hendershott

  
	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Theodore Janus

  
	
   

  	
  Theodore Janus

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Bryan Bradford

  
	
   

  	
  Bryan Bradford

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Bill Block

  
	
   

  	
  Bill Block

  



 


 


Amendment No. 1 to Investment
Agreement


 

















 


EXHIBIT A


 


FORM OF
CERTIFICATE OF DESIGNATIONS