AMENDMENTNO. 6 TO REVOLVING CREDIT AGREEMENT
Exhibit 10.1
AMENDMENT NO. 6 TO REVOLVING CREDIT AGREEMENT
THIS AMENDMENT NO. 6 TO REVOLVING CREDIT AGREEMENT, dated as of November 6, 2007, amends the Revolving Credit Agreement dated as of November 8, 2005, as amended by Amendment No. 1 to Revolving Credit Agreement dated as of March 28, 2006, by Amendment No. 2 to Revolving Credit Agreement dated as of May 11, 2006, by Amendment No. 3 to Revolving Credit Agreement dated as of November 7, 2006, by Amendment No. 4 to Revolving Credit Agreement dated as of July 31, 2007 and by Amendment No. 5 to Revolving Credit Agreement dated as of August 8, 2007 (as so amended, the Credit Agreement), between Centennial Bank Holdings, Inc., a Delaware corporation (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 contained in the Credit Agreement, as amended hereby, the Borrower and the Lender agree as follows:
1. Definitions and References. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Credit Agreement. Upon the execution and delivery of this Amendment No. 6 to Revolving Credit Agreement (Amendment No. 6) by the Borrower and the Lender, each reference to the Credit Agreement contained in the Credit Agreement, the Note, the Pledge Agreement or any other document relating thereto means the Credit Agreement as amended by this Amendment No. 6.
2. Amendments to Credit Agreement.
(a) The first sentence of section 1.2 of the Credit Agreement is amended by deleting the date November 6, 2007 and replacing it with the date March 31, 2008.
(b) Subsection 5.4(f) of the Credit Agreement is amended to read as follows:
(f) Return on Average Assets. Borrowers consolidated net income shall be at least eighty-five hundredths of one percent (0.85%) of its average assets, calculated on an annualized basis as at the last day of each fiscal quarter of Borrower; provided, however, that for purposes of determining return on average assets, customary and reasonable, non-recurring expenses and charges incurred by Borrower in connection with a permitted acquisition or public offering under Sections 5.1 and 5.6 hereof shall be excluded; provided further, however, that with respect to each fiscal quarter of the Borrower ending on or after June 30, 2007, (i) the net after tax effect of the addition to the Borrowers reserve for loan losses of $11,555,000 made during the Borrowers fiscal quarter ended June 30, 2007, (ii) the net after tax expense of $4,000,000 incurred in connection with the settlement of the Barnes action referred to in Borrowers 10-Q for the fiscal quarter ended March 31, 2007 filed with the U.S. Securities and Exchange Commission and (iii) the net after tax effect of the addition to the Borrowers reserve for loan losses of $5,000,000 made during the Borrowers fiscal quarter ended September 30, 2007, shall be disregarded in calculating the Borrowers consolidated net income.
3. Effectiveness of Amendment No. 6. This Amendment No. 6 shall become effective upon its execution and delivery by the Borrower and the Bank and the receipt by the Bank of an amendment fee of $5,000 which the Borrower acknowledges is fully earned upon receipt and nonrefundable under any circumstances.
4. Representations and Warranties; No Default.
(a) The execution and delivery of this Amendment No. 6 has been duly authorized by all necessary corporate action on the part of the Borrower and does not violate or result in a default under the Borrowers Articles of Incorporation or By-Laws, any applicable law or governmental regulation or any material agreement to which the Borrower is a party or by which it is bound.
(b) The representations and warranties of the Borrower in the Credit Agreement, as amended hereby, are true and correct in all material respects and, after giving effect to the amendments contained herein, no Event of Default or Unmatured Event of Default exists.
5. Costs and Expenses. The Borrower agrees to pay to Lender all costs and expenses (including reasonable attorneys fees) paid or incurred by Lender in connection with the negotiation, execution and delivery of this Amendment No. 6.
6. Full Force and Effect. The Credit Agreement, as amended by this Amendment No. 6, remains in full force and effect.
| CENTENNIAL BANK HOLDINGS, INC. | |
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| BY | /s/ Paul W. Taylor |
| Paul Taylor, Chief Financial Officer | |
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| U.S. BANK NATIONAL ASSOCIATION | |
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| BY | /s/ Timothy P. Franzen |
| Timothy P. Franzen, Assistant Vice President |