CASTLE CREEK FINANCIAL LLC LETTERHEAD]Financial Advisory Agreement • November 13th, 2006 • Centennial Bank Holdings, Inc. • State commercial banks
This letter agreement (the “Agreement”) will confirm that Centennial Bank Holdings, Inc., (“Centennial”) has engaged Castle Creek Financial LLC (“Castle Creek”) as the exclusive financial advisor to Centennial and any entities it may form, acquire or invest in (collectively, the “Company”) in connection with the Company’s efforts to (a) acquire or invest in other financial institutions, excepting therefrom the opening or purchase of individual bank branches in the ordinary course of business; (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”). This Agreement amends and restates the letter agreement dated as of August 1, 2005. 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.
AMENDMENT NO. 3 TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • November 13th, 2006 • Centennial Bank Holdings, Inc. • State commercial banks
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”).
