SUBORDINATED CAPITAL NOTE SERIES 2008-1 NOTE PURCHASE/LOAN AGREEMENT

Exhibit 10.1

SUBORDINATED CAPITAL NOTE
SERIES 2008-1
NOTE PURCHASE/LOAN AGREEMENT

dated as of August 5, 2008

between

PINNACLE NATIONAL BANK,
as Issuer/Borrower

and

SUNTRUST BANK
as Purchaser/Lender

      THIS SUBORDINATED CAPITAL NOTE PURCHASE/LOAN AGREEMENT (this “ Agreement ”) is made as of August 5, 2008, by and between Pinnacle National Bank, a national banking association (the “ Company ” or the “ Borrower ”), as the issuer of the Subordinated Capital Notes Series 2008-1 (the “ Notes ”) and the borrower thereunder, and SUNTRUST BANK, a Georgia banking corporation, as the purchaser of, and lender under, the Notes (“ SunTrust ” or the “ Lender ”).

W I T N E S S E T H:

          The Company has requested SunTrust, and SunTrust has agreed, subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties and covenants of the Company herein, and in the Notes and the other Transaction Documents to purchase the Notes and thereby lend the Company $15,000,000, which the Company will treat as Tier 2 capital for bank regulatory purposes.

          In consideration of the premises, the mutual agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS; CONSTRUCTION

           Section 1.1 Definitions . The following terms have the definitions shown below:

          “ BHC Act” means the federal Bank Holding Company Act of 1956, as amended, and any successor thereto.

          “ Borrower Parent” means Pinnacle Financial Partners, Inc., a Tennessee corporation and any successor thereto, and any other Person that is a “company” that “controls” the Issuer for purposes of the BHC Act.

          “ Call Report ” means, with respect to the Borrower, the “Consolidated Reports of Condition and Income” (FFIEC Form 031 or 041 or any successor form of the Federal Financial Institutions Examination Council).

          “ Closing” means the closing of the transactions contemplated herein and in the Notes.

          “ Closing Date” means the date on which the conditions precedent set forth in Section 3.1 have been satisfied or waived in accordance with Section 9.2 , and which, unless otherwise indicated, shall be the date of this Agreement.

          “ Federal Reserve Reports ” shall mean the “Consolidated Financial Statements for Bank Holding Companies-FR Y-9C”, the “Parent Company Only Financial Statements for Large Bank Holding Companies-FR Y-9LP”, or any successors thereto, and other reports required to be filed with the Federal Reserve by the Borrower Parent.

           “FDIC” means the Federal Deposit Insurance Corporation and any successor thereto.

          “ Transaction Documents ” mean this Agreement, the Notes, and any and all other instruments, agreements, documents and writings delivered at Closing in connection with any of the foregoing.

          “ Material Adverse Effect ” means any event, action, omission or condition that (i) has had or is reasonably likely to have a material adverse effect on the condition (financial or otherwise), earnings, cash flows, business or prospects of the Company and whether or not arising in the ordinary course of business, (ii) has had or is reasonably likely to have a material adverse effect on the Notes, the rights of Holders of the Notes or the consummation or performance of the Transactions, (iii) would limit or prevent the Notes from being included and recognized by all applicable Governmental Authorities as Tier 2 capital for all purposes to the fullest extent provided by the last sentence of Section 2(b)(4) of Appendix A to 12 CFR Part 3, (iv) questions the validity or enforceability of any Transaction Document, or (v) seeks to restrain, enjoin, limit or prohibit the execution, delivery or performance of any of the Transactions Documents or any of the Transactions.

           “Maturity Date” means September 30, 2015, unless the maturity of the Notes is accelerated in accordance with the terms of the Notes to an earlier date.

           Section 1.2 Terms Generally . All capitalized terms used in the Notes, and the Interpretative Provisions of Exhibit 1 to the Notes are incorporated herein by reference in full and shall apply to this Agreement.

ARTICLE II

AMOUNT AND TERMS OF THE SUBORDINATED TERM LOAN

           Section 2.1 Subordinated Term Loan and Subordinated Notes . Subject to the terms and conditions set forth herein, the Lender agrees to purchase the Subordinated Capital Notes from the Borrower on the Closing Date and thereby extend to the Borrower a loan in the principal amount of FIFTEEN MILLION DOLLARS AND NO/100 ($15,000,000.00).

           Section 2.2 Terms of Notes . The terms of the Notes are hereby incorporated by reference into this Agreement in full.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

          The Borrower and the Borrower Parent jointly and severally represents and warrants to the SunTrust as follows:

           Section 3.1 Organization; Authority . The Company is a national banking association duly organized, validly existing and in good standing under the laws of its

jurisdiction of organization, and has the full corporate power and authority to own, lease and operate its properties, to own its Subsidiaries, to issue the Notes, to conduct its business as presently conducted and as described in the Borrower Parent’s latest SEC Reports on Forms 10-K and 10-Q, and to enter into and perform its obligations under this Agreement, the Notes and the other Transaction Documents. The Borrower Parent is a bank holding company, and it has been duly approved by and is registered with, the Federal Reserve as a bank holding company under the BHC Act, and with all other federal or state regulatory authorities that require registration or Approval of the Borrower Parent as a holding company (“ Other Banking Approvals ”) owning or controlling its Subsidiaries. The Company has all necessary authorizations, approvals, registrations, qualifications, orders, licenses, certificates, decrees, consents and permits (collectively, “ Approvals ”) needed to conduct its business, to own its Subsidiaries, to issue the Notes, to conduct its business as presently conducted to enter into and perform its obligations under this Agreement and the other Transaction Documents, and to include the full amount of such Notes as Tier 2 capital for all regulatory purposes to the fullest extent provided by the last sentence of Section 2(b)(4) of Appendix A to 12 CFR Part 3, except to the extent that the failure to obtain any such Approval has not had and is not reasonably likely to have a Material Adverse Effect. The Company has duly authorized and outstanding capital stock as set forth in the information provided to SunTrust, all of its outstanding shares of capital stock (“ Company Shares ”) have been duly authorized and validly issued and are fully paid and non assessable (except to the extent that shares may be assessable under applicable federal or state banking Laws), and none of the outstanding Company Shares was issued in violation of any preemptive or similar rights of any shareholder of the Company. The Company is duly qualified to transact business as a foreign corporation and is in good standing in each jurisdiction where it owns or leases property or transacts business, and where such qualification is necessary, except to the extent that the failure to so qualify or to be in good standing has not had and is not reasonably likely to have a Material Adverse Effect.

           Section 3.2 No Conflicts . The execution, delivery and performance of the Transaction Documents to which each Issuer is a party, and the consummation of the Transactions

          (a) do not require any consent or Approval under, do not and will not conflict with, constitute a breach of, or a default or an event, which with notice, lapse of time or both would be a default under, an event or condition that gives any person the right to require the repurchase, redemption or repayment of all or a portion of any note, debenture or other indebtedness of the Issuer or the Company (each a “ Repayment Event ”)

          (b) will not result in the creation or imposition of any Lien upon any property or assets of the Company or any of its Subsidiaries, under any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument (“ Contract ”) to which the Company or any of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of any of them is subject, except for a conflict, breach, default or Lien which does not have and is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, nor will any such action result in any violation of any applicable Law or Approval, except for those violations which, individually or in the aggregate are not reasonably expected to have a Material Adverse Effect.

           Section 3.3 Financial Statements .

          (a) The audited consolidated financial statements, including the notes and schedules thereto, of the Borrower Parent, as of and for the last full three years (the “ Annual Financial Statements ”) and the interim unaudited consolidated financial statements of the Borrower Parent, as of and for the latest interim periods and the corresponding interim periods of the immediately preceding year, (the “ Interim Financial Statements ”, and collectively with the Annual Financial Statements, the “ Financial Statements ”) provided to SunTrust have been prepared in accordance with GAAP. The Borrower Parent’s Financial Statements conform to the requirements of the 1934 Act and all applicable United States Securities and Exchange Commission (“ Commission ”) rules and regulations. All Financial Statements of the Company and the Borrower Parent fairly present in all material respects the consolidated financial condition, earnings, cash flows and changes in shareholders’ equity as of the dates and for the periods therein specified, subject, in the case of Interim Financial Statements, only to normal recurring year-end audit adjustments that are not material, and each has been certified as required by applicable Law.

          (b) The Company’s most recent principal and quarterly Call Reports, and any subsequent reports have been provided to the Lender, and the information therein fairly presents in all material respects the financial position and results of operation of the Company and its Subsidiaries, and the Borrower Parent and its Subsidiaries, respectively, as of such date and for such periods.

          (c) All of the Borrower Parent’s Federal Reserve Reports, including those on Federal Reserve Forms FRY-9 C and FRY-9LP and the various schedules and subreports thereunder, for the last full year and any subsequent interim periods, conform in all material respects to the Federal Reserve’s requirements for such reports, and all of the Issuer’s Call Reports submitted to its primary federal regulators conform in all material respects to the Federal Financial Institutions Examination Council’s (“ FFIEC ”) requirements for Call Reports, and all such Federal Reserve Reports and Call Reports are accurate and complete in all material respects and fairly present in all material respects the reporting entity’s financial condition, earnings, cash flows (to the extent a statement of cash flows is included pursuant to the requirements of such form) and changes in shareholders’ equity as of the dates and for the periods shown are not inconsistent with the Financial Statements and the Interim Financial Statements as of and for the corresponding dates and periods.

          (d) Since the respective dates as of which information is included in the most recent Financial Statements, Interim Financial Statements, Federal Reserve Reports and Call Reports, and except as specifically disclosed in Schedule A attached hereto, there has not been (i) any event, action, omission or condition that has had a Material Adverse Effect, (ii) any transactions entered into by the Issuer, other than in the ordinary course of business, that are material to the Issuer, (iii) except for regular quarterly cash dividends on the Company’s common stock in the ordinary course of business and dividends paid by any Subsidiary to the Company, including increases, consistent with past practice, any dividend or distribution of any kind declared, paid or made by the Company on its capital stock, nor (iv) any other event, action, omission or condition that is reasonably likely to have a Material Adverse Effect.

           Section 3.4 Litigation Matters . There is no litigation, investigation or proceeding of or before any arbitrators or Governmental Authorities pending, or, to the knowledge of the Borrower, threatened against or affecting the Company or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

           Section 3.5 Compliance with Laws and Agreements . Each of the Company and each of its Subsidiaries and the Borrower Parent is in compliance with all applicable Laws, and all commitments to, all applicable Governmental Authorities, and all Approvals, except for those violations of which, individually or in the aggregate, would not have a Material Adverse Effect.

           Section 3.6 Regulatory Enforcement Matters. None of the Company, the Borrower Parent or any of their respective Subsidiaries, nor any of their respective officers, directors, employees or representatives, is subject or is party to, or has received any written notice from any Governmental Authority that any of them is or expected to be a subject of or party to any investigation with respect to, any cease-and-desist order, agreement, civil monetary penalty, bar or suspension from the securities investment or banking businesses, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter from, or has adopted any board resolutions at the request or suggestion of, any Governmental Authority that, in any such case, currently restricts in any material respect the conduct of their business or that in any material manner relates to their capital adequacy, the payment of or any restriction upon, the payment of dividends, distributions or payments (other than as imposed by Law, generally), their credit policies, their management or their business (each, a “ Regulatory Action ”), nor has the Company or any of its Subsidiaries or the Borrower Parent been advised by any Governmental Authority that it is considering issuing or requesting any such Regulatory Action; and there is no unresolved violation, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations of the Company or any of its Subsidiaries (including the Borrower), except where such unresolved violation, criticism or exception would not, singly or in the aggregate, have a Material Adverse Effect.

           Section 3.7 Investment Company Act. Neither the Borrower nor the Borrower Parent is an “investment company”, as defined in, or subject to registration or regulation under, the Investment Company Act of 1940, as amended.

           Section 3.8 Taxes . Each of the Company, the Borrower Parent and their respective Subsidiaries has filed all federal, state, local and foreign tax returns that are required to be filed or has duly requested extensions thereof and has paid all taxes required to be paid by any of them and any related assessments, fines or penalties, except for any such tax, assessment, fine or penalty that is being contested in good faith and by appropriate proceedings; and adequate charges, accruals and reserves have been provided for in the Financial Statements or Interim Financial Statements in respect of all federal, state, local and foreign taxes, including for all periods and amounts as to which the tax liability of the Company, the Borrower Parent or their respective Subsidiaries is being contested, has not been finally determined or remains open to

examination by applicable taxing authorities and where such taxes have not become due and payable.

          PNFP Properties, Inc. (“PNFP”), an indirect subsidiary of the Company, is organized and operated in conformance with the requirements for qualification as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the current and proposed method of operation of the Company and its subsidiaries will enable PNFP to meet the requirements for taxation as a REIT under the Code. There is no dispute, assessment, investigation, claim, or proceeding pending, or to the Company’s or the Borrower Parent’s knowledge, threatened, questioning the status, or tax returns, payment or amounts of payments of taxes by PNFP, as a REIT for any federal, state or local tax purpose.

           Section 3.9 Disclosure . The Company has disclosed to the Lender all agreements, instruments, and corporate or other restrictions to which the Company, the Borrower Parent or any of the Borrower Parent’s Subsidiaries is subject or bound , and all other matters known to any of them, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the Call Reports, Federal Reserve Reports or any reports that the Borrower Parent is required to file with the Commission), financial statements, certificates or other information furnished by or on behalf of the Borrower to the Lender in connection with the negotiation of this Agreement or any other Transaction Document or delivered hereunder or thereunder (as modified or supplemented by any other information so furnished or filed) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, taken as a whole, in light of the circumstances under which they were made, not misleading.

           Section 3.10 Capital . On the Closing Date, each of the Borrower and the Borrower Parent, and each depository institution Subsidiary of the Borrower Parent, is “well-capitalized” for all bank regulatory purposes.

           Section 3.11 FDIC Insurance . The deposits of the Borrower are insured by the FDIC to the fullest extent permitted by Law, and no proceedings for the termination of such insurance are pending or, to the knowledge of the Borrower, threatened.

           Section 3.12 OFAC . None of the Company or the Borrower Parent, nor any of their respective Subsidiaries (i) is a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed