GUARANTEE AGREEMENT by and between CENTENNIAL BANK HOLDINGS, INC. and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION Dated as of February 22, 2001Guarantee Agreement • May 12th, 2005 • Centennial Bank Holdings, Inc. • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of February 22, 2001, is executed and delivered by Centennial Bank Holdings, Inc., a Colorado corporation (the “Guarantor”), and State Street Bank and Trust Company of Connecticut, National Association, a national banking association, organized under the laws of the United States of America, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of CenBank Statutory Trust II, a Connecticut statutory trust (the “Issuer”).
GUARANTEE AGREEMENT between CENTENNIAL BANK HOLDINGS, INC., As Guarantor, and DEUTSCHE BANK TRUST COMPANY AMERICAS, As Guarantee Trustee Dated as of April 8, 2004 CENBANK STATUTORY TRUST IIIGuarantee Agreement • May 12th, 2005 • Centennial Bank Holdings, Inc. • New York
GUARANTEE AGREEMENT, dated as of April 8, 2004, executed and delivered by CENTENNIAL BANK HOLDINGS, INC., a Colorado corporation (the “Guarantor”) having its principal office at 4650 Royal Vista Circle, Fort Collins, Colorado 80528, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of CenBank Statutory Trust III, a Delaware statutory trust (the “Issuer”).
JUNIOR SUBORDINATED INDENTURE between CENTENNIAL BANK HOLDINGS, INC. and DEUTSCHE BANK TRUST COMPANY AMERICAS, as TrusteeJunior Subordinated Indenture • May 12th, 2005 • Centennial Bank Holdings, Inc. • New York
JUNIOR SUBORDINATED INDENTURE, dated as of April 8, 2004, between CENTENNIAL BANK HOLDINGS, INC., a Colorado corporation (the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee (in such capacity, the “Trustee”).
EXCHANGE AGREEMENTExchange Agreement • December 2nd, 2016 • Guaranty Bancorp • State commercial banks • Colorado
This EXCHANGE AGREEMENT is made and entered into as of December 2, 2016 (this “Agreement”) by and between Guaranty Bancorp, a Delaware corporation (the “Company”), and Castle Creek Capital Partners IV, LP, a Delaware limited partnership (the “Investor”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2005 • Centennial Bank Holdings, Inc. • Colorado
The agreement, dated March 3, 2004, by and among Paul W. Taylor (“Employee”), Centennial Bank of the West, a Colorado state-chartered bank and Centennial Bank Holdings, Inc., a Colorado corporation (“CBH”) is hereby amended and restated in its entirety, as of February 4, 2005, to be by and among Employee and CBH (also referred to herein as “Employer”) (the “Agreement”). As an inducement to render services and superior performance to Employer, Employee and Employer agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • August 31st, 2017 • Guaranty Bancorp • State commercial banks
This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of July 18, 2017, is by and among Guaranty Bank and Trust Company, a Colorado banking corporation (the “Bank”), solely for purposes of Section 3(b), Guaranty Bancorp, a Delaware corporation and bank holding company registered under the Bank Holding Company Act of 1956 (the “Company”), and D.J. Tedesco (the “Executive”).
REVOLVING CREDIT AGREEMENT Dated as of November 8, 2005Revolving Credit Agreement • November 14th, 2005 • Centennial Bank Holdings, Inc. • State commercial banks • Colorado
This Revolving Credit Agreement (this “Agreement”) is by and between CENTENNIAL BANK HOLDINGS, INC., a corporation formed under the laws of the State of Delaware (“Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Lender”), with a banking office at 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.
NONCOMPETITION AGREEMENTNoncompetition Agreement • April 30th, 2014 • Guaranty Bancorp • State commercial banks • Colorado
This NONCOMPETITION AGREEMENT (this “Agreement”) is dated effective as of March 28, 2014, by and between Guaranty Bancorp, a Delaware Corporation (“Guaranty”), and Cathy P. Goss (the “Executive”). Guaranty and the tax-controlled group of which it is a member are collectively referred to herein as the “Company”.
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2018 • Guaranty Bancorp • State commercial banks
This EMPLOYMENT AGREEMENT (this “Agreement”) dated as of February 26, 2018 (the “Effective Date”), is by and between Guaranty Bancorp, a Delaware corporation and bank holding company registered under the Bank Holding Company Act of 1956 (the “Company”) and Christopher G. Treece (the “Executive”).
AMENDED AND RESTATED TRUST AGREEMENT among CENTENNIAL BANK HOLDINGS, INC., as Depositor DEUTSCHE BANK TRUST COMPANY AMERICAS, as Property Trustee DEUTSCHE BANK TRUST COMPANY DELAWARE, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as...Trust Agreement • May 12th, 2005 • Centennial Bank Holdings, Inc. • New York
JUNIOR SUBORDINATED INDENTURE, dated as of April 8,2004, between CENTENNIAL BANK HOLDINGS, INC., a Colorado corporation (the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee (in such capacity, the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 12th, 2005 • Centennial Bank Holdings, Inc. • New York
This Agreement is made pursuant to the Placement Agency Agreement (the “Placement Agreement”), dated as of August 25, 2004, as amended as of December 22, 2004, by and between the Company and FBR in connection with the placement of an aggregate of 33,333,334 shares of the Company’s Common Stock. In order to induce FBR to enter into the Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants, and their respective direct and indirect transferees. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Placement Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 12th, 2005 • Centennial Bank Holdings, Inc. • Delaware
This INDEMNIFICATION AGREEMENT is made this day of , 2005 (“Agreement”) by and between Centennial Bank Holdings, Inc., a Delaware corporation, and (“Indemnitee”).
AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN INDEPENDENT BANK GROUP, INC. MCKINNEY, TEXAS AND GUARANTY BANCORP DENVER, COLORADO Dated as of May 22, 2018Agreement and Plan of Reorganization • May 23rd, 2018 • Guaranty Bancorp • State commercial banks • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made and entered into as of the 22nd day of May, 2018, by and between Independent Bank Group, Inc., a Texas corporation and registered bank holding company with its principal offices in McKinney, Texas (“IBG”), and Guaranty Bancorp, a Delaware corporation and registered bank holding company with its principal offices in Denver, Colorado (“GBNK”).
PLEDGE AGREEMENTPledge Agreement • November 14th, 2005 • Centennial Bank Holdings, Inc. • State commercial banks • Colorado
THIS PLEDGE AGREEMENT (this “Agreement”) dated as of November 8, 2005 is between CENTENNIAL BANK HOLDINGS, INC. (the “Pledgor”) and U.S. BANK NATIONAL ASSOCIATION (the “Pledgee”).
GUARANTY BANCORP 5.75% Fixed-to-Floating Rate Subordinated Notes due July 20, 2026 UNDERWRITING AGREEMENTUnderwriting Agreement • July 18th, 2016 • Guaranty Bancorp • State commercial banks • New York
Optional Redemption: Subject to obtaining prior approval of the Federal Reserve, to the extent that such approval is then required, the Issuer may, at its option, beginning with the Interest Payment Date of July 20, 2021 and on any scheduled Interest Payment Date thereafter, redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. Any partial redemption will be made on a pro rata basis, by lot or by any other method that the trustee deems fair and appropriate. In addition, in certain circumstances the Issuer may have the option to redeem the Notes upon the occurrence of events described in the prospectus supplement under the heading “Description of the Notes—Optional Redemption and Redemption Upon Special Events.”
CENTENNIAL BANK HOLDINGS, INC. STOCK AWARD AGREEMENTStock Award Agreement • August 4th, 2005 • Centennial Bank Holdings, Inc. • State commercial banks • Delaware
AGREEMENT AND PLAN OF REORGANIZATION by and between GUARANTY BANCORP and CASTLE ROCK BANK HOLDING COMPANY Dated as of July 18, 2017Agreement and Plan of Reorganization • July 19th, 2017 • Guaranty Bancorp • State commercial banks • Delaware
This Agreement and Plan of Reorganization (the “Agreement”) dated as of July 18, 2017, is by and between Guaranty Bancorp (“Guaranty”), a Delaware corporation and bank holding company registered under the Bank Holding Company Act of 1956 (“BHC Act”), and Castle Rock Bank Holding Company (the “Company”), a Colorado corporation and bank holding company registered under the BHC Act.
SEVERANCE AGREEMENT AND RELEASESeverance Agreement and Release • July 31st, 2009 • Guaranty Bancorp • State commercial banks • Colorado
This Severance Agreement and Release (the “Agreement”) is between Zsolt K. Bessko, the undersigned employee (hereinafter referred to as “Employee”), and Guaranty Bancorp (the “Bank”) regarding Employee’s separation from employment with the Bank. The term “Bank” is deemed to include Guaranty Bancorp and its affiliates, subsidiaries, related companies and any employee benefit plans sponsored Guaranty Bancorp or any such entities, and their respective directors, trustees, officers, employees, administrators, attorneys, representatives and agents.
AMENDMENT NO. 9 TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • November 7th, 2008 • Guaranty Bancorp • State commercial banks • Wisconsin
THIS AMENDMENT NO. 9 TO REVOLVING CREDIT AGREEMENT, dated as of November 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, by Amendment No. 7 to Revolving Credit Agreement dated as of March 31, 2008 and by Amendment No. 8 to Revolving Credit Agreement dated as of August 6, 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 (“Lender”).
LEASE AGREEMENT Between American Eagle Investments, LLC and Centennial Bank of the WestLease Agreement • August 4th, 2005 • Centennial Bank Holdings, Inc. • State commercial banks • Colorado
THIS LEASE AGREEMENT, dated June 30, 2002, (this “Lease”), is made and entered into by and between AMERICAN EAGLE INVESTMENTS, LLC whose address is 3535 Wagon Trail Road, Greeley, CO 80634 (“Landlord”), and Centennial Bank of the West whose address is 4650 Royal Vista Circle, Fort Collins, CO 80528 (“Tenant”).
AMENDED AND RESTATED SERIES A CONVERTIBLE PREFERRED STOCK TRANSACTION AGREEMENT BY AND AMONG GUARANTY BANCORP AND THE SERIES A CONVERTIBLE PREFERRED STOCK HOLDERS NAMED HEREINTransaction Agreement • August 11th, 2011 • Guaranty Bancorp • State commercial banks • Colorado
This AMENDED AND RESTATED SERIES A CONVERTIBLE PREFERRED STOCK TRANSACTION AGREEMENT (this “Agreement”), dated as of August 9, 2011, is by and among Guaranty Bancorp, a Delaware corporation (the “Company”), and each holder of Series A Convertible Preferred Stock listed on Annex A attached hereto and each such other holders of Series A Convertible Preferred Stock that may become a party hereto from time to time (each, a “Series A Holder” and collectively, the “Series A Holders”).
SERIES A CONVERTIBLE PREFERRED STOCK TRANSACTION AGREEMENT BY AND AMONG GUARANTY BANCORP AND THE SERIES A CONVERTIBLE PREFERRED STOCK HOLDERS NAMED HEREINConvertible Preferred Stock • July 29th, 2011 • Guaranty Bancorp • State commercial banks • Colorado
This SERIES A CONVERTIBLE PREFERRED STOCK TRANSACTION AGREEMENT (this “Agreement”), dated as of July 27, 2011, is by and among Guaranty Bancorp, a Delaware corporation (the “Company”), and each holder of Series A Convertible Preferred Stock listed on Annex A attached hereto and each such other holders of Series A Convertible Preferred Stock that may become a party hereto from time to time (each, a “Series A Holder” and collectively, the “Series A Holders”).
AGREEMENT AND PLAN OF MERGER dated as of December 20, 2004 by and between CENTENNIAL BANK HOLDINGS, INC. and FIRST MAINSTREET FINANCIAL, LTD.Shareholder Agreement • May 12th, 2005 • Centennial Bank Holdings, Inc. • Delaware
CASTLE CREEK FINANCIAL LLC LETTERHEAD]Letter Agreement • November 13th, 2006 • Centennial Bank Holdings, Inc. • State commercial banks
This letter agreement (the “Agreement”) will confirm that Centennial Bank Holdings, Inc., (“Centennial”) has engaged Castle Creek Financial LLC (“Castle Creek”) as the exclusive financial advisor to Centennial and any entities it may form, acquire or invest in (collectively, the “Company”) in connection with the Company’s efforts to (a) acquire or invest in other financial institutions, excepting therefrom the opening or purchase of individual bank branches in the ordinary course of business; (b) effect a sale of the Company or a material amount of its assets; or (c) pursue a financing or recapitalization transaction (collectively, the “Transaction”). This Agreement amends and restates the letter agreement dated as of August 1, 2005. As the exclusive financial advisor to the Company, Castle Creek will, in addition to providing services in connection with a proposed Transaction, provide other services pursuant to paragraph 9.
CHANGE-IN-CONTROL AGREEMENTChange-in-Control Agreement • July 25th, 2006 • Centennial Bank Holdings, Inc. • State commercial banks • Colorado
This CHANGE-IN-CONTROL AGREEMENT (“Agreement”) is dated as of July 24, 2006, and is entered into by and among Sherri Heronema (“Employee”), Centennial Bank Holdings, Inc., a Delaware corporation (“CBHI” or, together with its subsidiaries, the “Company”).
CENTENNIAL BANK HOLDINGS, INC. STOCK OPTION AGREEMENTStock Option Agreement • July 13th, 2005 • Centennial Bank Holdings, Inc. • State commercial banks
THIS STOCK OPTION AGREEMENT (“Agreement”) is dated , 20 by and between CENTENNIAL BANK HOLDINGS, INC., (the “Company”), and (“Optionee”). Unless otherwise defined herein, the terms defined in the Centennial Bank Holdings, Inc. 2005 Stock Incentive Plan (the “Plan”) shall have the same defined meanings in this Option Agreement (“Agreement”);
UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C. STATE OF COLORADO DIVISION OF BANKING DENVER, COLORADOGuaranty Bancorp • January 28th, 2010 • State commercial banks
WHEREAS, in recognition of their common goal to maintain the financial soundness of Guaranty Bancorp, Denver, Colorado (“Bancorp”), a registered bank holding company, and its subsidiary, Guaranty Bank & Trust Company, Denver, Colorado (the “Bank”), a state chartered bank that is a member of the Federal Reserve System, Bancorp, the Bank, the Federal Reserve Bank of Kansas City (the “Reserve Bank”), and the Colorado Division of Banking (the “Division”) have mutually agreed to enter into this Written Agreement (the “Agreement”); and
AGREEMENT OF JOINT FILINGAgreement of Joint Filing • August 2nd, 2011 • Guaranty Bancorp • State commercial banks
In accordance with Rule 13d-l(k) under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (Amendment No. 6), and any amendments thereto, with respect to the voting common stock, par value $0.001 per share, of Guaranty Bancorp and that this agreement be included as an Exhibit to such filing.
SEVERANCE AGREEMENT AND RELEASESeverance Agreement and Release • February 17th, 2009 • Guaranty Bancorp • State commercial banks • Colorado
This Severance Agreement and Release (the “Agreement”) is between Sherri L. Heronema, the undersigned employee (hereinafter referred to as “Employee”), and Guaranty Bancorp (the “Bank”) regarding Employee’s separation from employment with the Bank. The term “Bank” is deemed to include Guaranty Bancorp and its affiliates, subsidiaries, related companies and any employee benefit plans sponsored by Guaranty Bancorp or any such entities, and their respective directors, trustees, officers, employees, administrators, attorneys, representatives and agents.
AMENDMENT NO. 1 TO INVESTMENT AGREEMENTInvestment Agreement • August 12th, 2009 • Guaranty Bancorp • State commercial banks • Colorado
This AMENDMENT NO. 1 (this “Amendment”) to that certain Investment Agreement, dated as of May 6, 2009 (the “Investment Agreement”), by and among Guaranty Bancorp (the “Company”), Patriot Financial Partners, L.P., Patriot Financial Partners Parallel, L.P., Relational Investors Mid-Cap Fund I, L.P., Relational Investors Mid-Cap Fund II, L.P., Castle Creek Capital Partners III, L.P., the other investors named on the signature pages hereto and the other investors that may become party thereto from time to time (collectively, the “Investors”), is dated as of August 11, 2009, by and among the Company and the Investors. Capitalized terms used but otherwise defined in this Amendment shall have the respective meanings ascribed to them in the Investment Agreement.
AGREEMENT AND PLAN OF REORGANIZATION by and between GUARANTY BANCORP and HOME STATE BANCORPAgreement and Plan of Reorganization • March 16th, 2016 • Guaranty Bancorp • State commercial banks • Delaware
This Agreement and Plan of Reorganization (the “Agreement”) dated as of March 16, 2016, is by and between Guaranty Bancorp (“Guaranty”), a Delaware corporation and bank holding company registered under the Bank Holding Company Act of 1956 (“BHC Act”), and Home State Bancorp (the “Company”), a Colorado corporation and bank holding company registered under the BHC Act.
AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • May 15th, 2006 • Centennial Bank Holdings, Inc. • State commercial banks
THIS AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT, dated as of May 11, 2006, 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 (as so amended, the “Credit Agreement”), between Centennial Bank Holdings, Inc., a Delaware corporation (the “Borrower”), and U.S. Bank National Association (the “Lender”).
GUARANTY BANCORPStock Award Agreement • February 28th, 2018 • Guaranty Bancorp • State commercial banks • Delaware
AMENDMENT NO. 5 TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 8th, 2007 • Centennial Bank Holdings, Inc. • State commercial banks
THIS AMENDMENT NO. 5 TO REVOLVING CREDIT AGREEMENT, dated as of August 8, 2007, 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 and by Amendment No. 4 to Revolving Credit Agreement dated as of July 31, 2007 (as so amended, the “Credit Agreement”), between Centennial Bank Holdings, Inc., a Delaware corporation (the “Borrower”), and U.S. Bank National Association (the “Lender”).
QuickLinks -- Click here to rapidly navigate through this documentCentennial Bank Holdings, Inc. • May 17th, 2006 • State commercial banks
It has been a pleasure working with you over the past eighteen months. We very much appreciate your substantial efforts and commitment. The purpose of this letter is to confirm the following transition arrangements that you and we have discussed. If you agree, this letter becomes your Transition Agreement with Centennial Bank Holdings, Inc. (the "Company").
