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”).
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”).
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”).
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:
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.
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”).
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 MERGER dated as of December 20, 2004 by and between CENTENNIAL BANK HOLDINGS, INC. and FIRST MAINSTREET FINANCIAL, LTD.Merger Agreement • May 12th, 2005 • Centennial Bank Holdings, Inc. • Delaware
CENTENNIAL BANK OF THE WEST LETTERHEAD]Employment Agreement • May 12th, 2005 • Centennial Bank Holdings, Inc. • Colorado
This letter sets forth your new employment arrangements with Centennial Bank of the West (“Centennial”) for the period from the date this letter is executed by both you and Centennial (the “Effective Date”) to June 30, 2005, after which date you intend to retire. This letter supersedes all previous employment letters, agreements or arrangements you have had with Centennial or its affiliates.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • May 12th, 2005 • Centennial Bank Holdings, Inc. • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of December 31, 2004 by and between Centennial Bank Holdings, Inc., a Delaware corporation (“Centennial”), and Wells Fargo Bank, National Association, a national banking association with its principal place of business in the state of Delaware (the “Trustee”).
