Letterhead of Castle Creek Financial LLC]Financial Advisory Agreement • May 5th, 2010 • Pacwest Bancorp • National commercial banks • Creek
This letter agreement (the "Agreement") will confirm that, subject to the terms and conditions contained herein, PacWest Bancorp (the "Company") has engaged Castle Creek Financial LLC ("Castle Creek") as the exclusive financial advisor to the Company in connection with the Company's efforts to (a) acquire or invest in other financial institutions, excepting therefrom the opening of individual bank branches in the ordinary course of business or acquisition of deposit bases, loan pools or failed institutions from the FDIC; (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"). 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. This Agreement amends and restates the letter agreement between the Company and Castle Creek dated as of March 25, 20
