AMENDMENT NO. 3 TO REVOLVING CREDIT AGREEMENT

Exhibit 10.3

AMENDMENT NO. 3 TO REVOLVING CREDIT AGREEMENT

THIS AMENDMENT NO. 3 TO REVOLVING CREDIT AGREEMENT, dated as of November 7, 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 and by Amendment No. 2 to Revolving Credit Agreement dated as of May 11, 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”).

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. 3 to Revolving Credit Agreement (“Amendment No. 3”) by the Borrower and the Lender, any 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. 3.

2. Amendment to Credit Agreement. The first sentence of section 1.2 of the Credit Agreement is amended by deleting the date “November 7, 2006” and replacing it with the date “November 6, 2007.”

3. Representations and Warranties; No Default.

(a) The execution and delivery of this Amendment No. 3 has been duly authorized by all necessary corporate action on the part of the Borrower and does not violate or result in a default under the Borrower’s Articles of Incorporation or By-Laws, any applicable law or governmental regulation or any material agreement to which the Borrower is a party or by which it is bound.

(b) The representation and warranties of the Borrower in the Credit Agreement, as amended hereby, are true and correct in all material respects and, after giving effect to the amendments contained therein, no Event of Default or Unmatured Event of Default exists.

4. Costs of Expenses. The Borrower agrees to pay to Lender all costs and expenses (including reasonable attorney’s fees) paid or incurred by Lender in connection with the negotiation, execution and delivery of this Amendment No. 3.

5. Full Force and Effect. The Credit Agreement, as amended by Amendment No. 3, remains in full force and effect.

CENTENNIAL BANK HOLDINGS, INC.
BY		/s/ Xxxx Xxxxxx
		Xxxx Xxxxxx, Chief Financial Officer
U.S. BANK NATIONAL ASSOCIATION
BY		/s/ Xxxxxxx X. Xxxxxxx
		Xxxxxxx X. Xxxxxxx, Relationship Manager