Passivity CommitmentStadium Capital Management LLC • February 2nd, 2012 • Savings institution, federally chartered
Stadium Capital Management, LLC, Stadium Capital Partners, L.P., Stadium Capital Qualified Partners, L.P., Seaver Kent Family Investments, LLC, the Seaver Family Trust U/A/D 10/7/93, Kent Family Trust U/A/D 6/5/97 and Dominic P. DeMarco and Kathleen Demarco Trustees U/A/D 2/20/01 trust (each, a “Stadium Acquirer”), and their subsidiaries and affiliates (collectively, “Stadium Acquirer Group”), will not, without the prior approval of the Board or its staff, directly or indirectly:
AGREEMENT REGARDING JOINT FILINGAgreement Regarding Joint Filing • February 2nd, 2012 • Stadium Capital Management LLC • Savings institution, federally chartered
The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of the common stock of Intermountain Community Bancorp. For that purpose, the undersigned hereby constitute and appoint Stadium Capital Management, LLC, a Delaware limited liability company, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to
