AMENDMENT NO. 8 TO REVOLVING CREDIT AGREEMENT

Exhibit 10.1

AMENDMENT NO. 8 TO REVOLVING CREDIT AGREEMENT

                THIS AMENDMENT NO. 8 TO REVOLVING CREDIT AGREEMENT, dated as of August 6, 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, by Amendment No. 6 to Revolving Credit Agreement dated as of November 6, 2007 and by Amendment No. 7 to Revolving Credit Agreement dated as of March 31, 2008 (as so amended, the “Credit Agreement”), between Guaranty Bancorp, a Delaware corporation (formerly known as Centennial Bank Holdings, Inc.) (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. 8 to Revolving Credit Agreement (“Amendment No. 8”) 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. 8.

                2.             Amendment to Credit Agreement .

(a)           The first sentence of section 1.2 of the Credit Agreement is amended by deleting the amount “SEVENTY MILLION AND NO/100 UNITED STATES DOLLARS ($70,000,000)” and replacing it with the amount “FORTY MILLION AND NO/100 UNITED STATES DOLLARS ($40,000,000)”.