-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HHXfiOkXLXHEmhpaEs6tL+0C/dEJINtXPgX19Mv76hwvHinoyj0g1AEEPMqTF1p0 32ns51+quaN0QD+7MsS2Tg== 0001104659-08-021906.txt : 20080402 0001104659-08-021906.hdr.sgml : 20080402 20080402105718 ACCESSION NUMBER: 0001104659-08-021906 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080331 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080402 DATE AS OF CHANGE: 20080402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Centennial Bank Holdings, Inc. CENTRAL INDEX KEY: 0001324410 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 412150446 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51556 FILM NUMBER: 08731678 BUSINESS ADDRESS: STREET 1: 1331 SEVENTEENTH STREET, SUITE 300 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-296-9600 MAIL ADDRESS: STREET 1: 1331 SEVENTEENTH STREET, SUITE 300 CITY: DENVER STATE: CO ZIP: 80202 8-K 1 a08-9805_18k.htm 8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)             March 31, 2008

 

Centennial Bank Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-51556

 

41-2150446

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

1331 Seventeenth St., Suite 300

 

 

Denver, CO

 

80202

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code     303-296-9600

 

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 8.01               Other Events.

 

On March 31, 2008, the Company entered into an amendment to renew its $70 million 364-day Revolving Credit Agreement with U.S. Bank National Association.  The renewed credit agreement expires as of March 30, 2009.  No other terms and conditions of the credit agreement were amended.

 

As of March 31, 2008, the Company had no balance outstanding under the credit facility.

 

In addition to this credit facility, U.S. Bank performs various commercial banking services for the Company for which it receives usual and customary fees.

 

The description of the amendment is qualified in its entirety by reference to the amendment, which is attached as Exhibit 99.1 of this Form 8-K.

 

Item 9.01               Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibit is being filed herewith:

 

99.1         Amendment No. 7 to Revolving Credit Agreement, dated March 31, 2008, between U.S. Bank National Association and the Registrant.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

CENTENNIAL BANK HOLDINGS, INC.

 

 

 

 

 

 

 

By:

 /s/ Zsolt K. Besskó

 

 

Name: Zsolt K. Besskó

 

 

Title: Executive Vice President, General

 

 

Counsel and Secretary

 

 

 

 

 

 

Date:  April 2, 2008

 

 

 

3


EX-99.1 2 a08-9805_1ex99d1.htm EX-99.1

Exhibit 99.1

 

AMENDMENT NO. 7 TO REVOLVING CREDIT AGREEMENT

 

THIS AMENDMENT NO. 7 TO REVOLVING CREDIT AGREEMENT, dated as of March 31, 2008, 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, by Amendment No. 5 to Revolving Credit Agreement dated as of August 8, 2007 and by Amendment No. 6 to Revolving Credit Agreement dated as of November 6, 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. 7 to Revolving Credit Agreement (“Amendment No. 7”) 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. 7.

 

2.                                       Amendment to Credit Agreement.  The first sentence of section 1.2 of the Credit Agreement is amended by deleting the date “March 31, 2008” and replacing it with the date “March 30, 2009.”

 

3.                                       Representations and Warranties; No Default.

 

(a)                                  The execution and delivery of this Amendment No. 7 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 Borrower’s 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.

 

4.                                       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. 7.

 

5.                                       Full Force and Effect.  The Credit Agreement, as amended by this Amendment No. 7, remains in full force and effect.

 

 

 

CENTENNIAL BANK HOLDINGS, INC.

 

 

 

BY

   /s/ Paul Taylor

 

 

Paul Taylor, Chief Financial Officer

 

 

 

 

 

 

 

U.S. BANK NATIONAL ASSOCIATION

 

 

 

BY

   /s/ Timothy P. Franzen

 

 

Timothy P. Franzen, Vice President

 

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