0000905148-11-000560 Sample Contracts

INVESTMENT AGREEMENT dated as of November 4, 2010 by and between CENTRAL PACIFIC FINANCIAL CORP. and ACMO-CPF, L.L.C.
Investment Agreement • February 28th, 2011 • Anchorage Capital Group, L.L.C. • State commercial banks • New York

INVESTMENT AGREEMENT, dated as of November 4, 2010 (this “Agreement”), by and between Central Pacific Financial Corp., a Hawaii corporation (the “Company”), and ACMO-CPF, L.L.C., a Delaware limited liability company (the “Investor”).

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Contract
Investment Agreement • February 28th, 2011 • Anchorage Capital Group, L.L.C. • State commercial banks

AMENDMENT NO. 2, dated as of February 10, 2011 (this “Amendment”), to that Investment Agreement, dated as of November 4, 2010 and amended on December 20, 2010 (as amended, the “Agreement”), by and between Central Pacific Financial Corp., a Hawaii corporation (the “Company”), and ACMO-CPF, L.L.C., a Delaware limited liability company (the “Investor”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Agreement.

Joint Filing Agreement
Joint Filing Agreement • February 28th, 2011 • Anchorage Capital Group, L.L.C. • State commercial banks

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Shares, no par value per share, of Central Pacific Financial Corp., a Hawaii corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this the 28th day of February, 2011.

Contract
Investment Agreement • February 28th, 2011 • Anchorage Capital Group, L.L.C. • State commercial banks

AMENDMENT NO. 1, dated as of December 20, 2010 (this “Amendment”), to that Investment Agreement, dated as of November 4, 2010 (the “Agreement”), by and between Central Pacific Financial Corp., a Hawaii corporation (the “Company”), and ACMO-CPF, L.L.C., a Delaware limited liability company (the “Investor”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Agreement.

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