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 2, 2007

ALABAMA NATIONAL BANCORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-25160	63-1114426
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1927 First Avenue North, Birmingham, Alabama 35203

(Address of principal executive offices, including zip code)

(205) 583-3600

(Registrant’s telephone number, including area code)

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:

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

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

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

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

Item 1.01. Entry Into a Material Definitive Agreement.

On March 2, 2007, Alabama National BanCorporation (the “Company”) amended its credit facility (the “Credit Facility”) with Regions Bank, successor by merger to AmSouth Bank (“Regions Bank”), in order to increase the maximum amount that may be borrowed under the Credit Facility from $20 million to $30 million and to extend the maturity date from May 31, 2007 to May 31, 2008. In order to provide for this increase in borrowing amount and extension in maturity date, the Company and Regions Bank entered into a Twelfth Amendment to Credit Agreement and a Tenth Note Modification Agreement. Each of these documents is attached as an exhibit to this Form 8-K. The Credit Facility continues to bear interest at a rate of LIBOR plus 0.65 basis points. The outstanding balance under the Credit Facility was $20 million as of March 2, 2007. The Credit Facility also continues to contain certain payment cross-default provisions with respect to the Company’s Revolving Note in the principal amount of $16 million with Regions Bank dated April 3, 2006 (the “Revolving Note”).

The foregoing description of the Twelfth Amendment to Credit Agreement, the Tenth Note Modification Agreement and the Revolving Note does not purport to be complete and is qualified in its entirety by reference to copies of the agreements that are attached as exhibits to this Form 8-K and the Revolving Note that is attached as Exhibit 10.3 to the Form 8-K filed by the Company with the SEC on April 4, 2006, and are incorporated into this report by reference.

Item 2.03. Creation of a Direct Financial Obligation.

The description of the Twelfth Amendment to Credit Agreement and the Tenth Note Modification Agreement set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit
10.1	Twelfth Amendment to Credit Agreement
10.2	Tenth Note Modification Agreement

SIGNATURES

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.

Alabama National BanCorporation
By:	/s/ William E. Matthews, V
	William E. Matthews, V
	Executive Vice President and Chief Financial Officer

Dated: March 5, 2007

INDEX TO EXHIBITS

Exhibit Number	Exhibit
10.1	Twelfth Amendment to Credit Agreement
10.2	Tenth Note Modification Agreement

EX-10.1

Exhibit 10.1

TWELFTH AMENDMENT TO CREDIT AGREEMENT

THIS TWELFTH AMENDMENT TO CREDIT AGREEMENT (“this Amendment”) dated as of March 2, 2007, is entered into by ALABAMA NATIONAL BANCORPORATION, a Delaware corporation (the “Borrower”) and REGIONS BANK, an Alabama banking corporation as successor by merger to AmSouth Bank, an Alabama banking corporation (the “Lender”).

Recitals

A. The Borrower and the Lender have entered into a Credit Agreement dated as of December 29, 1995 as amended by a First Amendment thereto dated as of January 20, 1997, a Second Amendment thereto dated as of January 19, 1998, a Third Amendment thereto dated as of May 31, 1999, a Fourth Amendment thereto dated as of May 31, 2000, a Fifth Amendment thereto dated as of May 31, 2001, a Sixth Amendment thereto dated as of May 31, 2002, a Seventh Amendment thereto dated as of May 31, 2003, an Eighth Amendment thereto dated as of May 31, 2004, a Ninth Amendment thereto dated as of May 31, 2005, a Tenth Amendment dated as of April 3, 2006 and an Eleventh Amendment dated as of December 8, 2006 (as so amended, the “Agreement”).

B. In connection with an increase in the principal amount of the Note (as defined in the Agreement), the Borrower and the Lender now desire to further amend the Agreement by making the changes set forth in this Amendment.

Agreement

NOW, THEREFORE, in consideration of the recitals and the mutual obligations and covenants contained herein, the Borrower and the Lender hereby agree as follows:

1. Capitalized terms used in this Amendment and not otherwise defined herein have the respective meanings attributed thereto in the Agreement.

2. The defined term “Facility Termination Date” set forth in Article I of the Agreement is hereby further amended to read, in its entirety, as follows:

“Facility Termination Date” means May 31, 2008, as such date may be extended from time to time pursuant to Section 2.5 or accelerated pursuant to Section 7.2.

3. The defined term “Maximum Credit Amount” set forth in Article I of the Agreement is hereby further amended to read, in its entirety, as follows:

“Maximum Credit Amount” means $30,000,000.

4. The reference in Section 2.1 of the Agreement to the figure “$20,000,000” is hereby amended to read “$30,000,000”.

5. Notwithstanding the execution of this Amendment, all of the indebtedness evidenced by the Note shall remain in full force and effect, as modified hereby; and nothing contained in this Amendment shall be construed to constitute a novation of the indebtedness evidenced by the Note or to release, satisfy, discharge, terminate or otherwise affect or impair in any manner whatsoever (a) the validity or enforceability of the indebtedness evidenced by the Note; (b) the liability of any maker, endorser, surety, guarantor or other person that may now or hereafter be liable under or on account of the Note or the Agreement or the Credit Documents; or (c) any security or other instrument now or hereafter held by the Lender as security for or as evidence of any of the above-described indebtedness.

6. All references in the Credit Documents to “Credit Agreement” shall refer to the Agreement as amended by this Amendment, and as the Agreement may be further amended from time to time.

7. The Borrower certifies that true and correct copies of the most recent amendments to its organizational documents have been provided to the Lender and that no further amendments have been adopted since the date thereof.

8. The Borrower hereby represents and warrants to the Lender that all representations and warranties contained in the Agreement are true and correct as of the date hereof (except representations and warranties that are expressly limited to an earlier date); and the Borrower hereby certifies that no Event of Default nor any event that, upon notice or lapse of time or both, would constitute an Event of Default, has occurred and is continuing.

9. Except as hereby amended, the Agreement shall remain in full force and effect as written. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which when taken together shall constitute one and the same instrument. The covenants and agreements contained in this Amendment shall apply to and inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

10. Nothing contained herein shall be construed as a waiver, acknowledgment or consent to any breach of or Event of Default under the Agreement and the Credit Documents not specifically mentioned herein, and the consents granted herein are effective only in the specific instance and for the purposes for which given.

11. This Amendment shall be governed by the laws of the State of Alabama.

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IN WITNESS WHEREOF, the Borrower and the Lender have caused this Amendment to be executed and delivered by their duly authorized corporate officers as of the date first set forth above.

ALABAMA NATIONAL BANCORPORATION
By:	/s/ William E. Matthews, V
	Its: Executive Vice President and CFO
REGIONS BANK
By:	/s/ John M. Kettig
	Its: Senior Vice President

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EX-10.2

Exhibit 10.2

TENTH NOTE MODIFICATION AGREEMENT

THIS TENTH NOTE MODIFICATION AGREEMENT (“this Agreement”) dated as of March 2, 2007, is entered into by REGIONS BANK, an Alabama banking corporation as successor by merger to AmSouth Bank, an Alabama banking corporation (the “Lender”), and ALABAMA NATIONAL BANCORPORATION, a Delaware corporation (the “Borrower”).

Recitals

A. The Borrower and the Lender have entered into a Credit Agreement dated as of December 29, 1995 as amended by a First Amendment thereto dated as of January 20, 1997, a Second Amendment thereto dated as of January 19, 1998, a Third Amendment thereto dated as of May 31, 1999, a Fourth Amendment thereto dated as of May 31, 2000, a Fifth Amendment thereto dated as of May 31, 2001, a Sixth Amendment thereto dated as of May 31, 2002, a Seventh Amendment thereto dated as of May 31, 2003, an Eighth Amendment thereto dated as of May 31, 2004, a Ninth Amendment thereto dated as of May 31, 2005 and a Tenth Amendment to Credit Agreement dated as of April 3, 2006 (as so amended, the “Credit Agreement”) pursuant to the terms of which the Lender has made a line of credit available to the Borrower, as evidenced by a master note dated December 29, 1995 executed and delivered by the Borrower to the Lender, as modified by a Note Modification Agreement dated as of January 20, 1997, a Second Note Modification Agreement dated as of May 31, 2000, a Third Note Modification Agreement dated as of May 31, 2001, a Fourth Note Modification Agreement dated as of May 31, 2002, a Fifth Note Modification Agreement dated as of May 31, 2003, a Sixth Note Modification Agreement dated as of May 31, 2005, a Seventh Note Modification Agreement dated as of May 31, 2005, an Eighth Note Modification Agreement dated as of April 3, 2006 and a Ninth Note Modification Agreement dated as of December 8, 2006 (as so modified, the “Master Note”).

B. The Borrower has requested the Lender to consent to a further modification of the Master Note as provided below. The Lender has agreed to such modification of the Master Note, provided the Borrower executes this Agreement.

Agreement

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual agreement of the parties hereto, the parties hereto hereby agree as follows:

1. The first sentence of the first paragraph of the Master Note is hereby further amended to read, in its entirety, as follows:

FOR VALUE RECEIVED, ALABAMA NATIONAL BANCORPORATION, a Delaware corporation (the “Borrower”),

promises to pay to the order of REGIONS BANK, an Alabama banking corporation (herein called the “Lender,” and together with any subsequent holder of this note called the “Holder”), the principal sum of Thirty Million and No/100 Dollars ($30,000,000.00), or so much thereof as may be advanced by the Lender from time to time under the Credit Agreement dated as of December 29, 1995 between the Borrower and the Lender as amended by a First Amendment thereto dated as of January 20, 1997, a Second Amendment thereto dated as of January 19, 1998, a Third Amendment thereto dated as of May 31, 1999, a Fourth Amendment thereto dated as of May 31, 2000, a Fifth Amendment thereto dated as of May 31, 2001, a Sixth Amendment thereto dated as of May 31, 2002, a Seventh Amendment thereto dated as of May 31, 2003, an Eighth Amendment thereto dated as of May 31, 2004, a Ninth Amendment thereto dated as of May 31, 2005, a Tenth Amendment thereto dated as of April 3, 2006, an Eleventh Amendment thereto dated as of December 8, 2006 and a Twelfth Amendment thereto dated as of March 2, 2007 (as so amended and as further amended from time to time, the “Credit Agreement”).

2. Interest on the Master Note shall continue to be payable as provided in the Credit Agreement.

3. All references in the Master Note to “Credit Agreement” shall refer to the Credit Agreement (as defined above) and to the Credit Agreement as it may be further amended from time to time.

4. Notwithstanding the execution of this Agreement, the Master Note shall remain in full force and effect, as modified hereby; and nothing herein contained and nothing done pursuant hereto shall be construed to release, satisfy, discharge, terminate or otherwise affect or impair in any manner whatsoever (a) the validity or enforceability of the indebtedness evidenced by the Master Note, except as expressly modified hereby; (b) the liability of any maker, endorser, surety, guarantor or any party or parties whatsoever who may now or hereafter be liable under or on account of the Master Note or the Credit Agreement; or (c) any security or other instrument held by the Lender now or hereafter as security for or evidence of the above-described indebtedness or any thereof.

5. This Agreement shall be binding upon the successors and assigns of the parties hereto.

6. This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama.

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IN WITNESS WHEREOF, the Lender and the Borrower have caused this Agreement to be executed and delivered by their duly authorized corporate officers as of the date first set forth above.

ALABAMA NATIONAL BANCORPORATION
By:	William E. Matthews, V
	Its: Executive Vice President and CFO
REGIONS BANK
By:	/s/ John M. Kettig
	Its: Senior Vice President

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