Item 1.01.  Entry into a Material Definitive Agreement.
 
On July 1, 2008, Vineyard National Bancorp (the “Company”) and First Tennessee Bank National Association (“First Tennessee”) entered into that certain Fourth Modification Agreement and Covenant Waiver (the “Modification Agreement”) which, among other things, extended the maturity date of the Company’s loan from First Tennessee from June 30, 2008 to August 29, 2008, granted and/or extended the waiver by First Tennessee of certain financial and other covenant failures of the Company through August 29, 2008, and increased the interest rate on the outstanding balance under the loan by forty-five basis points to LIBOR plus 3.50%.  The outstanding balance of the loan was $48,300,000 at June 30, 2008.  The Company paid First Tennessee a lender fee equal to 0.25% of the outstanding balance of the loan, or $120,750, in connection with the Modification Agreement.
 
The foregoing description of the Modification Agreement is qualified in its entirety by reference thereto, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
 
 
Item 9.01.  Financial Statements and Exhibits.
 
(d) Exhibits.
     
Exhibit
Number
 
Description
   
10.1
 
Fourth Modification Agreement and Covenant Waiver dated July 1, 2008 between Vineyard National Bancorp and First Tennessee Bank National Association.

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
                 
       
Vineyard National Bancorp
       
(Registrant)
       
Dated: July 3, 2008
     
By:
 
 /s/ Gordon Fong
           
Name:
 
Gordon Fong
           
Title:
 
Executive Vice President and Chief Financial Officer
 
 
EXHIBIT INDEX
 
Exhibit
Number
 
Description
   
10.1
 
Fourth Modification Agreement and Covenant Waiver dated July 1, 2008 between Vineyard National Bancorp and First Tennessee Bank National Association.