AMENDMENT AND WAIVER July 20, 2007

Exhibit 10.1

AMENDMENT AND WAIVER

July 20, 2007

To each of the Lenders under the Credit

    Agreement referred to below

Ladies and Gentlemen:

We refer to the 3-Year Revolving Credit Agreement dated as of March 14, 2005, as amended (the “Credit Agreement”), among the undersigned and you. Unless otherwise defined herein, the terms defined in the Credit Agreement shall be used herein as therein defined.

We intend to enter into a 5-year senior unsecured term loan facility (the “New Facility”) in principal amount of not more than $125,000,000 with Xxxxx Fargo Bank, National Association.

We hereby request that you waive compliance with Section 5.02(e) of the Credit Agreement in respect of our entering into and incurring Debt under the New Facility.

We hereby further request that you agree to amend Schedule I to the Credit Agreement in its entirety by replacing such Schedule I with the Schedule attached hereto as Annex A. We hereby further request that you agree and acknowledge that the Notes held by you under the Credit Agreement, if any, are hereby cancelled and of no further force and effect, and replaced by a new Note to be issued by us to Xxxxx Fargo Bank, National Association as Lender as of the date hereof in principal amount of $30,000,000.

If you agree to the above amendment and waiver, please evidence such agreement by executing and returning at least two counterparts of this amendment and waiver to Shearman & Sterling LLP, 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, 00000, Attention of Xxxxxx X. Xxxxxxx. This amendment and waiver shall become effective as of the date first above written when counterparts of this amendment and waiver shall have been executed by all parties hereto. This amendment and waiver is subject to the provisions of Section 8.01 of the Credit Agreement.

This amendment and waiver may be executed in any number of counterparts and by any combination of the parties hereto in separate counterparts, each of which counterparts shall be an original and all of which taken together shall constitute one and the same amendment and waiver.

Very truly yours,
GREATER BAY BANCORP
By		/s/ Xxxxx Xxxxxxxx
		Xxxxx Xxxxxxxx
		Executive Vice President and CFO

Agreed as of the date first above written:

XXXXX FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent and Lender
By		/s/ Xxxxxx X. XxXxxxxx
		Xxxxxx X. XxXxxxxx
		Vice President and Senior Relationship Manager

ANNEX A

SCHEDULE I

GREATER BAY BANCORP

CREDIT AGREEMENT COMMITMENTS

AND APPLICABLE LENDING OFFICES

Name of Lender		Commitment		Domestic Lending Office		Eurodollar Lending Office
Xxxxx Fargo Bank, National Association		$30,000,000		Xxxxx Fargo Bank, National Association 000 Xxxxx Xxxxxx 0xx Xxxxx XXX # X0000-000 Xxx Xxxxxxxxx, XX 00000		Xxxxx Fargo Bank, National Association 000 Xxxxx Xxxxxx 0xx Xxxxx XXX # X0000-000 Xxx Xxxxxxxxx, XX 00000