Principal
$23,000,000
    
    
    Loan Date
May 8, 2009
    
    
    Maturity
May 8, 2012
    
    
    Loan No
    
    
    Call / Coll
    
    
    Account
    
    
    Officer
    
    
    InitialsReferences in the boxes above are for Lenders use only and do not limit the applicability of this document to any
particular loan or item.
Any item above containing ***** has been omitted due to text length limitations.
 This HOLDING COMPANY LOAN AGREEMENT (this Agreement) dated as of May 8, 2009, is between
PACIFIC COAST BANKERS BANK (the Bank) and Intermountain Community Bancorp (the Borrower).
 1.
    
    FACILITY A: VARIABLE RATE TERM LOAN ($9 MILLION).
 1.1
    
    Outstanding Term Loan. As of May 1,2009, there is or is expected to be
$23,302,613.19 in outstanding indebtedness owed by Borrower to Bank under a
non-revolving line of credit (the Prior Loan). The Prior Loan is currently
subject to the terms and conditions of, among other documents, (a) a Promissory
Note dated November 27, 2007, (b) a Business Loan Agreement
dated November 27, 2007,
including the Addendum to business Loan Agreement dated November 27, 2007, and (c)
a Change in Terms Agreement dated January 29, 2009 (documents (a)  (c)
collectively, the Prior Loan Documents). As of the date
of this Agreement,
$9,000,000 of the Prior Loan is deemed outstanding as Facility A under this
Agreement, and is subject to all the terms and conditions stated in this Agreement.1.2
    
    Repayment Terms.
 (a)
    
    Borrower will pay this loan in 35 regular payments of
$64,205.69 each and one Irregular last payment estimated at $8,627,394.44.
Borrowers first payment is due June 15, 2009, and all subsequent payments
are due on the same day of each month after that. Borrowers final payment
will be due on May 8, 2012, and will be for all principal and all accrued
interest not yet paid. Payments Include principal and interest.(b)
    
    The Borrower may prepay amounts outstanding under Facility A
in full or in part at any time; however. Borrower must pay Bank a prepayment
fee equal to 1.00% of the Obligations then outstanding under Facility A.
 1.3
    
    Interest Rate. The interest rate is 7.00% per year.
 2.
    
    FACILITY B: VARIABLE RATE TERM LOAN ($11 MILLION).
 2.1
    
    Outstanding Term Loan. As of the date of this Agreement, $11,000,000 of the
Prior Loan is deemed outstanding as Facility B under this Agreement, and is subject
to all the terms and conditions stated in this Agreement.2.2
    
    Repayment Terms.
 (a)
    
    Borrower will pay this loan in 35 regular payments of
$60,607.26 each and one irregular last payment estimated at $10,286,950.81.
Borrowers first payment is due June 15, 2009, and all subsequent payments
are due on the same day of each month after that. Borrowers final payment
will be due on May 8, 2012, and will be for all principal and all accrued
interest not yet paid. Payments include principal and interest.(b)
    
    The Borrower may prepay the loan in full or in part at any
time. The prepayment will be applied to the most remote payment of principal
due under the Agreement.
 2.3
    
    Interest Rate.
 (a)
    
    The interest rate is the Banks interest rate for 12-month certificates of
deposit, as determined by Bank and as
of May 8, 2009, plus 2.35% per year. Said interest rate will reset on each
anniversary of May 8, 2009 as the rate in effect on such anniversary date
(or the next preceding business day).
 3.
    
    FACILITY C: FIXED RATE TERM LOAN ($3 MILLION).
 3.1
    
    Outstanding Term Loan. As of the date or this Agreement, $3,000,000 of
the Prior Loan is deemed outstanding as Facility C under this Agreement, and is
subject to all the terms and conditions stated in this Agreement.3.2
    
    Interest Rate. The interest rate is 10.00% per year.3.3
    
    Repayment Terms.
 1




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(a)
    
    Borrower will pay this loan in 35 regular payments of $27,575.07 each and
one irregular last payment estimated at $2,935,394.19. Borrowers first
payment is due June 15, 2009, and all subsequent payments are due on the same
day of each month after that, Borrowers final payment will be due on May 8,
2012, and will be for all principal and all accrued interest not yet paid.
Payments include principal and interest.(b)
    
    The Borrower may prepay the loan in full or in part at any
time. The prepayment will be applied to the most remote payment of principal
due under this Agreement.
 3.4
    
    Prepayments. The Borrower may prepay principal in full or in part at any time without
the payment of a prepayment fee
or premium. The prepayment will be applied to the most remote payment of principal
due under this Agreement.
 4.
    
    RESERVED.5.
    
    FEES AND EXPENSES.
 5.1
    
    Fees.
 (a)
    
    Loan Fee. The Borrower agrees to pay a Facility A loan
fee in the amount of $67,500, a Facility B loan fee in the amount of $27,500 and
a Facility C loan fee in the amount of $30,000 for a total of $125,000. This
total fee is due on or before May 8, 2009.(b)
    
    Waiver Fee. If the Bank, at its discretion, agrees to
waive or amend any terms of this Agreement, the Borrower will,  all the Banks
option, pay the Bank a fee for each waiver or amendment in an amount advised by
the Bank at the time the Borrower requests the waiver or amendment. Nothing in
this paragraph shall imply that the Bank is obligated to agree to any waiver or
amendment requested by the Borrower. The Bank may impose additional requirements
as a condition to any waiver or amendment.(c)
    
    Late Fee. To the extent permitted by law, the Borrower
agrees to pay a late fee in an amount not to exceed five percent (5%) of any
payment that is more than ten (10) days late. The imposition and payment of a
late fee shall not constitute a waiver of the Banks rights with respect to the
default.
 5.2
    
    Expenses. The Borrower agrees to immediately repay the Bank for expenses that
include, but are not limited to. filing, recording and search fees, appraisal fees,
title report fees, and documentation fees.5.3
    
    Reimbursement Costs.
 (a)
    
    The Borrower agrees to reimburse the Bank for any expenses it
incurs in the preparation of this Agreement and any agreement or instrument
required by this Agreement. Expenses include, but are not limited to, reasonable
attorneys fees. Including any allocated costs of the Banks in-house counsel to
the extent permitted by applicable law.(b)
    
    The Borrower agrees to reimburse the Bank for the cost of
periodic field examinations of the Borrowers books, records and collateral, and
appraisals of the collateral, at such intervals as the Bank may reasonably
require. The actions described in this paragraph may be performed by employees
of the Bank or by independent appraisers.
 6.
    
    COLLATERAL.
 6.1
    
    Collateral for Facility A and Facility C. The real and personal property listed below now owned or owned in the future
by the parties listed below will secure Borrowers Obligations to Bank arising with
respect to Facility A and Facility C. The collateral is further defined in security
agreement(s) executed by the owners of the collateral. All real and personal property
collateral securing any other present or future Obligations of Borrower to Bank
(other than collateral pledged under Section 6.2 below) will also secure Borrowers
Obligations to Bank arising under Facility A and Facility C.
 (a)
    
    The following real property owned by Borrower: 414 Church Street, Sandpoint, ID
83864.(b)
    
    All of the issued end outstanding capital stock of Panhandle
State Bank, as described in the Commercial Pledge Agreement and addendum
thereto required by the Bank.
 Regulation U of the Board of Governors of the Federal Reserve System places certain
restrictions on loans secured by margin stock (as defined in the Regulation). The
Bank and the Borrower must comply with Regulation U. If any of the collateral is
margin stock, the Borrower must provide to the Bank a Form U-1 Purpose Statement.
 2




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6.2
    
    Collateral for Facility B, The personal property listed below now owned or owned in
the future by the parties listed
below will secure Borrowers Obligations to Bank arising with respect to Facility
B. The collateral is further defined in security agreement(s) executed by the
owners of the collateral.
 (a)
    
    Deposits with the Bank and owned by Borrower in an amount not less than
$11.000.000 pursuant to an
Assignment of Deposit Account agreement.
 7.
    
    DISBURSEMENTS, PAYMENTS AND COSTS.
 7.1
    
    Disbursements and Payments.
 (a)
    
    Each payment by the Borrower will be made in U.S. Dollars and
immediately available funds by debit to a deposit account, as described in this
Agreement or otherwise authorized by the Borrower. Unless otherwise agreed or
required by applicable law, payments will be applied first to any unpaid
collection costs; then to any late charges; then to any accrued unpaid interest; and then to principal.(b)
    
    The Bank may honor instructions given by any one of the
Individuals authorized to sign loan agreements on behalf of the Borrower, or any
other individual designated by any one of such authorized signers (each an
Authorized Individual).(c)
    
    For any payment under this Agreement made by debit to a deposit
account, the Borrower will maintain sufficient immediately available funds in
the deposit account to cover each debit. If there are insufficient immediately
available funds in the deposit account on the date the Bank enters any such
debit authorized by this Agreement, the Bank may reverse the debit.(d)
    
    Each disbursement by the Bank and each payment by the Borrower
will be evidenced by records kept by the Bank. In addition, the Bank may, at Its
discretion, require the Borrower to sign one or more promissory notes.(e)
    
    The Bank will not pay the Borrower interest on any overpayment.
 7.2
    
    Telephone and Telefax Authorization.
 (a)
    
    The Bank may honor telephone or telefax instructions for
repayments or for the designation of optional interest rates given, or purported
to be given, by any one of the Authorized Individuals.(b)
    
    Repayments will be withdrawn from account number 001-004035
owned by Borrower, or such other of Borrowers accounts with the Bank as
designated In writing by the Borrower.(c)
    
    The Borrower will Indemnify and hold the Bank harmless from all
liability, loss, and costs in connection with any act resulting from telephone
or telefax instructions the Bank reasonably believes are made by any Authorized
Individual. This paragraph will survive this Agreements termination, and will
benefit the Bank and its officers, employees, and agents.
 7.3
    
    Direct Debit. The Borrower agrees that on the Due Date the Bank will debit the
Billed Amount from deposit account number 001-004035 owned by the Borrower, or such
other of the Borrowers accounts with the Bank as designated in writing by the Borrower
(the Designated Account).7.4
    
    Banking Days. Unless otherwise provided in this Agreement, a banking day is a
day other than a Saturday, Sunday or other day on which commercial banks are authorized
to close, or are in fact closed, in the state where the Banks lending office is located,
and, if such day relates to amounts bearing Interest at an offshore rate (if any),
means any such day on which dealings in dollar deposits are conducted among banks in
the offshore dollar Interbank market. All payments and disbursements which would be due
on a day which is not a banking day will be due on the next banking day. All payments
received on a day which is not a banking day will be applied to the credit on
the next banking day.7.5
    
    Interest Calculation. Except as otherwise stated in this
Agreement, the annual interest rate for this Agreement is computed on a 365/360 basis; that is, by applying
the ratio of the annual Interest rate over a year of 360 days, multiplied by the
outstanding principal balance, multiplied by the actual number of days the principal
balance is outstanding. This results in more Interest or a higher fee than if a 365-day
year is used. Installments of principal which are not paid when due under this
Agreement shall continue to bear interest until paid.7.6
    
    Default Rate. Upon the occurrence of any default or after maturity or after
judgment has been rendered on any obligation under this Agreement, all amounts
outstanding under this Agreement, including any interest, fees, or costs which are not
paid when due, will at the option of the Bank bear Interest at a rate which is 5.00
percentage point(s) higher than the rate of interest otherwise provided under this
Agreement. This may result in compounding of interest. This will not constitute a waiver
of any default.
 3




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8.
    
    CONDITIONS. Before the Bank is required to extend any credit to the Borrower under this
Agreement, it must receive any
documents and other items it may reasonably require, in form and content acceptable to the
Bank, Including any items specifically listed below.
 8.1
    
    Authorizations. Borrower must deliver to Bank (a) a copy of a resolution of the
Board of Directors of Panhandle State
Bank stating that dividends will be declared and paid in Borrower in an amount
necessary to service Borrowers
indebtedness under this Agreement and (b) a copy of a resolution of Borrowers Board
of Directors authorizing the entry
into this Agreement and the agreements related hereto.8.2
    
    Security Agreements. A signed Commercial Pledge Agreement addendum and a signed
Assignment of Deposit
Account agreement in form satisfactory to Bank, covering the personal property
collateral which the Bank requires.8.3
    
    Perfection and Evidence of Priority. Evidence that the security interests and liens in
favor of the Bank are valid,
enforceable, property perfected in a manner acceptable to the Bank and prior to all
others rights and interests, except those the Bank consents to in writing.8.4
    
    Payment of Fees, Payment of all fees and other amounts due and owing to the
Bank, Including without limitation
payment of all accrued and unpaid expenses incurred by the Bank as required by the
paragraph entitled Reimbursement Costs.8.5
    
    Repayment of Bonner Note. Evidence that the Bonner Note has been or will be
repaid and cancelled on or before
May 8, 2009. Borrower represents that as of the date hereof, approximately $930,698 is
outstanding under a certain
seller note in the original principal amount of $1,130,000 (the Bonner Note) payable
to Bonner County Investment, Inc.
and that the Bonner Note is secured only by a deed of trust on the real
estate pledged to Bank.8.6
    
    Insurance. Evidence of insurance coverage, as required in the Covenants section of
this Agreement.8.7
    
    Deed of Trust. Signed and acknowledged original deed of trust and assignment of rents and
amendments thereto, as required by the Bank, encumbering the real property collateral and granting Bank a
first priority lien on the real property collateral securing all Indebtedness under
this Agreement.8.8
    
    Title Insurance. An ALTA Form B-2006 lenders extended coverage title Insurance policy
(on a form acceptable to the
Bank and from a title company acceptable to the Bank), for at least $13,000,00,
insuring the Banks first priority security interest in the real property
collateral, with only such exceptions as may be approved by the Bank and together
with such endorsements as the Bank may require.8.9
    
    Tenant Agreements. A subordination agreement and an estoppel certificate from any
tenants leasing the real property
collateral.8.10
    
    Beneficiary Statements. Acceptable lien releases, including
reconveyances, from the holders of any prior liens on the real property collateral.
Including Bonner County Investments.8.11
    
    Legal Opinion. An opinion of counsel to Borrower in form and substance
satisfactory to Bank.
 9.
    
    REPRESENTATIONS AND WARRANTIES. When the Borrower signs this Agreement, and until the Bank is
repaid in full, the
Borrower makes the following representations and warranties. Each request for an extension
of credit constitutes a renewal of these representations and warranties as of the date of
the request:
 9.1
    
    Formation. Borrower is a bank holding company in good standing and is duly formed
and existing under the laws of the state of Idaho. Borrower owns 100% of the issued end outstanding shares of capital
stock of Panhandle. No person other than Borrower has any right to acquire any
securities of Panhandle. Borrower has no other subsidiaries other than Panhandle and
certain statutory trusts that are issuers of trust preferred securities.9.2
    
    Authorization. This Agreement, and any instrument or agreement required
hereunder, are within the Borrowers powers, have been duly authorized, and do not conflict with any of its organizational documents
or the laws and regulations to
which Borrower is subject.9.3
    
    Enforceable Agreement This Agreement is a legal, valid and binding agreement of
the Borrower, enforceable against the Borrower in accordance with its terms, and any instrument or agreement required
hereunder, when executed and delivered, will be similarly legal, valid, binding and enforceable.9.4
    
    Good Standing. In each state in which the Borrower does business, it is
property licensed, in good standing, and, where required, in compliance with fictitious name statutes.9.5
    
    No Conflicts. This Agreement does not conflict with any law, agreement, or obligation by
which the Borrower is bound.
 4




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9.6
    
    Financial Information. All financial and other information that has been or will
be supplied to the Bank is sufficiently
complete to give the Bank accurate knowledge of the Borrowers (and any guarantors)
financial condition, including all
material contingent liabilities. Since the date of the most recent financial
statement provided to the Bank, there has been
no material adverse change in the business condition (financial or otherwise),
operations, properties or prospects of the
Borrower (or any guarantor). If the Borrower is comprised of the trustees of a trust,
the foregoing representations shall
also pertain to the trustor(s) of the trust.9.7
    
    Lawsuits. There is no lawsuit, tax claim or other dispute pending or threatened
against the Borrower which, if lost, would impair the Borrowers financial condition or ability to repay the loan, except as
have been disclosed in writing to the Bank.9.8
    
    Collateral. All collateral required in this Agreement is owned by the grantor of
the security interest free of any title defects
or any liens or interests of others, except those which have been approved by the
Bank in writing.9.9
    
    Permits, Franchises. The Borrower possesses all permits, memberships, franchises,
contracts and licenses required
and all trademark rights, trade name rights, patent rights, copyrights, and
fictitious name rights necessary to enable it to conduct the business in which it is
now engaged.9.10
    
    Other Obligations. The Borrower is not in default on any obligation for
borrowed money, any purchase money obligation
or any other material lease, commitment, contract. Instrument or obligation, except
as have been disclosed in writing to the Bank.9.11
    
    Tax Matters. The Borrower has no knowledge of any pending assessments or
adjustments of its income tax for any year
and all taxes due have been paid, except as have been disclosed in writing
to the Bank.9.12
    
    No Event of Default. There is no event which is, or with notice or lapse of
time or both would be, a default under this
Agreement.9.13
    
    Insurance. The Borrower has obtained, and maintained in
effect, the Insurance
coverage required in the Covenants
section of this Agreement.
 10.
    
    COVENANTS. Some of the covenants in this Agreement may
apply to Panhandle State bank, the
wholly-owned subsidiary of
Borrower (Panhandle). Some terms used but not defined in this Covenants section are
those used in Borrowers and/or Panhandles Consolidated
Reports of Conditional Income
(FFIEC) for a particular period and applicable laws and
regulations (Call Report). The
Borrower agrees, so long as credit is available under this Agreement and until the Bank is
repaid in full:
 10.1
    
    Use of Proceeds. The proceeds of the credit extended under this Loan Agreement
may not be used directly or indirectly
to purchase or carry any margin stock as that term is defined In Regulation U of
the Board of Governors of the Federal
Reserve System, or extend credit to or invest in other parties for the purpose of
purchasing or carrying any such margin
stock, or to reduce or retire any indebtedness incurred for such purpose.10.2
    
    Financial Information. To provide the following financial information and
statements in form and content acceptable to
the Bank, and such additional information as requested by the Bank
from time to time.
The Bank reserves the right, upon
written notice to the Borrower, to require the Borrower to deliver financial
information and statements to the Bank more
frequently than otherwise provided below, and to use such additional information and
statements to measure any
applicable financial covenants in this Agreement.
 (a)
    
    Within 90 days of the fiscal year end, the annual financial
statements and Annual Report of Borrower and
Panhandle, certified and dated by an authorized financial officer. These
financial statements may be company-
prepared. The statements shall be prepared on a consolidated basis.(b)
    
    Within 30 days of the periods and (including the last period in
each fiscal year), quarterly financial statements of
Borrower, certified and dated by an authorized financial officer. These
financial statements may be company-
prepared. The statements shall be prepared on a consolidated basis.(c)
    
    Promptly, upon sending or receipt, copies of any management
letters and correspondence relating to
management to letters, sent or received by the Borrower to or from the Borrowers
auditor. If no management
letter is prepared, the Bank may. In its discretion, request a letter from
such auditor stating that no deficiencies
were noted that would otherwise be addressed in a management letter.(d)
    
    Copies of the Form 10-K Annual Report, Form 10-Q Quarterly
Report and Form 8-K Current Report for
Borrower concurrent with the date of filing with the Securities and
Exchange Commission.(e)
    
    Within 30 days of the end of each quarter, a compliance
certificate of the Borrower, signed by an authorized
financial officer and setting forth (i) the Information and computations (in
sufficient detail) to establish
compliance with all financial covenants at the end of the period covered by
the financial statements then being
 5




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furnished and (ii) whether there existed as of the date of such financial statements
and whether there exists as of the date of the certificate, any default under this
Agreement and, if any such default exists, specifying the nature thereof and the
action the Borrower and/or Panhandle is taking and proposes to take with respect
thereto.(f)
    
    Within 30 days of the end of each quarter, a detailed status report of any past due and
non-accrual loans. Other
Real Estate Owned (OREO), and a copy of the FASB 114 report of impaired loans
for Borrower and each subsidiary of Borrower.(g)
    
    Promptly upon the Banks request, such other books, records, statements, lists of
property and accounts,
budgets, forecasts or reports as to the Borrower as the Bank may reasonably request.
 10.3
    
    Capitalization of Panhandle. Ensure that Panhandle remains well capitalized (as defined
under applicable law and
regulation, including 12 C.F.R. §337.6) at all times.10.4
    
    Total Risk-Based Capital. Maintain, and cause Panhandle to maintain, a total risk-based
capital level of 12.00% or more
at all times (computed consistent with Call Report methodology).10.5
    
    Dividends and Distributions. To provide at least 10 days prior written notice to Bank before
Borrower or Panhandle
declares or pays any dividends (except dividends paid in capital stock), redemptions of
stock or membership interests,
distributions and withdrawals (as applicable) to their respective shareholders, other than
those to fund Borrowers
payments hereunder and under its trust preferred securities and preferred stock, and other
normal and reasonable
expenses of the Borrower that do not adversely affect Borrowers ability to satisfy its
obligations under this Agreement.10.6
    
    Other Debts. Not to have outstanding or incur any direct or contingent liabilities
(other than those to the Bank) or lease obligations as a tenant, or become liable for the
liabilities of others, without the Banks written consent. This does not prohibit:
 (a)
    
    Acquiring goods, supplies, or merchandise on normal trade
credit.(b)
    
    Endorsing negotiable instruments received in the usual course of business.(c)
    
    Obtaining surety bonds in the usual course of business.(d)
    
    Liabilities, lines of credit and leases in existence on the date of this Agreement
disclosed in writing to the Bank.(e)
    
    Additional debts and lease obligations of Borrower for business purposes
which, together with the debts
permitted under subparagraph(s) (a)  (d), above, do not exceed a total
principal amount of $2,000,000 outstanding at any one time.
 10.7
    
    Other Liens. Not to create, assume, or allow any security interest or lien (including
judicial liens) on property the
Borrower now or later owns, except:
 (a)
    
    Liens and security interests in favor of the Bank.(b)
    
    Liens for taxes not yet due.(c)
    
    Liens outstanding on the date of this Agreement disclosed in
writing to the Bank.(d)
    
    Liens for debts permitted under Other Debts above.
 10.8
    
    Acceleration Upon Change of Ownership. If there occurs a change of more than 50% in the
direct or indirect capital
ownership of the Borrower or of Panhandle, or if either Borrower or Panhandle sell or
transfer more than 50% of their
assets, then all indebtedness hereunder will be immediately and automatically due and
payable without notice.10.9
    
    Notices to Bank. To immediately notify the Bank in writing of:
 (a)
    
    Any existing or threatened litigation, claims, investigations, administrative
proceedings or similar actions
affecting Borrower or Panhandle that Borrower would be required to report on Form
8-K with the Securities and
Exchange Commission.(b)
    
    Any existing or threatened formal or informal enforcement action, including but
not limited to cease and desist
orders, memoranda of understanding or board resolutions required by governmental
authorities with respect to
Borrower or Panhandle, to the fullest extent such disclosure may be made under
applicable law and regulation.
 6




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##### 



(c)
    
    Any substantial dispute between any governmental authority and the Borrower or
Panhandle.(d)
    
    Any event of default under this Agreement, or any event which, with notice
or lapse of time or both, would
constitute an event of default.(e)
    
    Any material adverse change in the Borrowers or Panhandles business
condition (financial or otherwise),
operations, properties or prospects, or ability to repay the credit.(f)
    
    Any change in the Borrowers or Panhandles name,
legal structure, state of
registration, place of business, or
chief executive office if the Borrower or any Obligor has more than one place of
business.
 Obligor means any guarantor or party pledging collateral to the Bank.10.10
    
    Insurance.
 (a)
    
    General Business Insurance. To maintain insurance
as is usual for the
business it is in.(b)
    
    Insurance Covering Collateral. To maintain all risk property damage
insurance policies (including without
limitation windstorm coverage, and hurricane coverage as applicable) covering the
tangible property comprising
the collateral. Each insurance policy must be in an amount acceptable to the Bank.
The insurance must be
issued by an insurance company acceptable to the Bank and must include a lenders
loss payable endorsement
in favor of the Bank in a form acceptable to the Bank.(c)
    
    Evidence of Insurance. Upon the request of the Bank, to deliver to the
Bank a copy of each insurance policy,
or, if permitted by the Bank, a certificate of insurance listing all insurance in
force.
 10.11
    
    Compliance with Laws. To comply with the laws (including any fictitious or trade name
statute), regulations, and orders
of any government body with authority over the Borrowers business. The Bank shall
have no obligation to make any
advance to the Borrower except in compliance with all applicable laws and
regulations and the Borrower shall fully
cooperate with the Bank in complying with all such applicable laws and regulations.10.12
    
    Books and Records. To maintain adequate books and records.10.13
    
    Audits. To allow the Bank and its agents to inspect the Borrowers properties and examine,
audit, and make copies of
books and records at any reasonable time. If any of the Borrowers properties, books or
records are in the possession of
a third party, the Borrower authorizes that third party to permit the
Bank or its agents to
have access to perform
inspections or audits and to respond to the Banks requests for information concerning such
properties, books and
records.10.14
    
    Perfection of Liens. To help the Bank perfect and protect its security interests and liens,
and reimburse it for related
costs it incurs to protect its security interests and liens.10.15
    
    Cooperation. To take any action reasonably requested by the Bank to carry out the intent of
this Agreement.10.16
    
    Flood and Other Insurance. If any improved real property collateral is
located in a designated flood hazard area, or
becomes located in a designated flood hazard area after the date of this Agreement as a
result of any re-mapping of flood
insurance maps by the Federal Emergency Management Agency, the Borrower will be required to
maintain flood
insurance on the real property and on any tangible personal property collateral located on
the real property. In addition,
the Borrower shall maintain such other insurance as the Bank may
require to comply with the
Banks regular requirements
and practices in similar transactions, which may include earthquake insurance and insurance
covering acts of terrorism.10.17
    
    Inspections and Review of Loan Portfolio. To allow the Bank and its agents to conduct a
review of the loan portfolio of
Borrower and of Panhandle.10.18
    
    Inspections and Appraisals of Real Property. To allow the
Bank and its agents to visit
the real property collateral at any reasonable time for the purpose of inspecting the real
property and conducting appraisals, and deliver to the Bank any financial or other
information concerning the real property as theBank may request.10.19
    
    Use or Leasing of the Real Property Collateral.
 (a)
    
    Together with Panhandle, occupy the real property collateral for the conduct of its
regular business. The
Borrower will not change its intended use of the real property without the
Banks prior written approval. A portion of the space in the real property may
be leased to unaffiliated third parties in accordance with the
provisions of
this paragraph.
 7




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##### 



(b)
    
    To use reasonable efforts to keep all spaces on the real property leased. All
leases of space, other than leases
to Panhandle, shall be entered into with bona fide third party
tenants,
financially capable of performing their obligations under the leases. In
arms-length transactions at the then current market rate for comparable space.
The leases shall not contain any right to purchase the real property or any
present or future interest in any portion of the real property other than the
right to use and occupy the premises demised. The Borrower will promptly
obtain and deliver to the Bank such estoppel certificates and subordination
and attornment agreements from tenants as the Bank from time to time may
require. The Borrower will perform all obligations of landlord under all
leases.
 10.20
    
    Indemnity Regarding Use of Real Property. To indemnify, defend with counsel
acceptable to the Bank, and hold the
Bank harmless from and against all liabilities, claims, actions, damages, costs and
expenses (including all legal fees and
expenses of Banks counsel) arising out of or resulting from the construction of any
improvements on the real property
collateral, or the ownership, operation, or use of the real property collateral,
whether such claims are based on theories of
derivative liability, comparative negligence or otherwise. The Borrowers obligations
to the Bank under this Paragraph
shall survive termination of this Agreement and repayment of the Borrowers
obligations to the Bank under this
Agreement, and shall also survive as unsecured obligations after any acquisition by
the Bank of the real property
collateral or any part of it by foreclosure or any other means.10.21
    
    Facility C Covenants. The covenants in Section 10.21.1, Section 10.21.2 and
Section 10.21.3 apply as long as any
Obligations are outstanding under Facility C. Notwithstanding anything to the
contrary in this Section or under related
documents, it an event of default exists under Section 10.21.1, Section 10.21.2 or
Section 10.21.3, then Bank may
enforce its rights and remedies under law and under this Agreement (Including, but
not limited to Section 13.5, 13.6 and
13.8 hereof) only with respect to Obligations under Facility C and/or with respect to
the collateral pledged under Section
6.1 (b) hereof and under the Commercial Pledge Agreement and addenda thereto. Nothing
in this Section 10.21 affects
Banks right to enforce its rights and remedies with respect to an event of default
other than an event of default arising
under Section 10.21.1, 10.21.2 and/or Section 10.21.3 and, If there exists events of
defaults under Section 10.21 and
under other provisions of this Agreement, then the restriction in the previous
sentence on Banks enforcement of its rights
and remedies will not apply.10.21.1 Facility C Loan to Value. Borrower must ensure that the amount of Tier 1
capital (computed consistent with
Call Report methodology) of Panhandle is at least four limes (400% of) the amount of
outstanding Obligations under
Facility C at all times (the Minimum Capital Level). If Panhandles Tier 1 capital
drops below the Minimum Capital Level
For any reason, Borrower must, within 2 business days thereafter, either repay
Obligations under Facility C or raise
Panhandles Tier 1 capital in a lawful manner so that Borrowers covenant in the
previous sentence is satisfied.10.21.2 Non-performing Assets; Losses. Borrower must:
 (a)
    
    Ensure that non-performing assets (90 days past due, non-accrual)
as a percentage of capital and reserves (Tier 1 capital + ALLL reserves), as reported by Panhandle in the applicable
Call Report, do not exceed 35.00%
at the end of any fiscal quarter.(b)
    
    Ensure that non-performing assets (90 days past due, non-accrual)
as a percentage of total loans and OREO, as reported by Panhandle in the applicable Call Report, do not exceed 7.00% at
the end of any fiscal quarter.(c)
    
    Cause Panhandle to maintain on a quarterly basis as of
the end of each fiscal quarter its allowance for loan and
lease losses at an amount that exceeds 1.50% of its total loans
and leases, net of unearned income (all
computed consistent with Call Report methodology).
 10.21.3
    
    Debt Service Coverage Ratio. Maintain on a consolidated basis a Debt Service
Coverage Ratio of at least
1.50:1.00 measured quarterly.
 (a)
    
    Debt Service Coverage Ratio means the ratio of (a) Cash Flow to
(b) aggregate debt obligations of Borrower, including those related to trust preferred securities end obligations
hereunder, excluding from the denominator
and the numerator the amount of Panhandles non-recurring expense for FDIC
special assessments in 2009.
This ratio will be calculated at the end of each reporting period for which
the Bank requires financial statements,
using the results of the three-month period ending with that reporting period.
That current portion of long-term
liabilities will be measured as of the last day of the calculation period.(b)
    
    Cash Flow is defined as consolidated earnings before Interest, depreciation
and amortization
 11.
    
    HAZARDOUS SUBSTANCES  REAL PROPERTY SECURITY.
 11.1
    
    Indemnity Regarding Hazardous Substances. The Borrower agrees to
Indemnify and hold the Bank harmless from and against all liabilities, claims, actions,
foreseeable and unforeseeable consequential damages, costs end expenses (including sums
paid in settlement of claims and all consultant, expert and legal fees and expenses of
the Banks counsel) or loss directly or indirectly arising out of or resulting from any
of the following:
 8




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##### 



(a)
    
    Any hazardous substance being present at any time, whether before, during or
after any construction, in or
around any part of the real property collateral securing this Agreement (the Real
Property), or in the soil,
groundwater or soil vapor on or under the Real Property, including those incurred in
connection with any
investigation of site conditions or any clean-up, remedial, removal or restoration
work, or any resulting damages
or injuries to the person or property of any third parties or to any natural
resources.(b)
    
    Any use, generation, manufacture, production, storage, release, threatened
release, discharge, disposal or
presence of a hazardous substance. This indemnity will apply whether the hazardous
substance is on, under or
about any of the Borrowers property or operations or property leased to the
Borrower, whether or not the
property has been taken by the Bank as collateral.
 Upon demand by the Bank, the Borrower will defend any investigation, action or proceeding
alleging the presence of any hazardous substance in any such location, which affects the
Real Property or which is brought or commenced against the Bank, whether alone or together
with the Borrower or any other person, all at the Borrowers own cost and by counsel to be
approved by the Bank in the exercise of its reasonable judgment. In the alternative, the
Bank may elect to conduct its own defense at the expense of the Borrower. The Borrowers
obligations to the Bank under this Article, except the obligation to give notices to the
Bank, shall survive termination of this Agreement, repayment of the Borrowers obligations
to the Bank under this Agreement, and foreclosure of the deed of trust or mortgage
encumbering the Real Property or similar proceedings. Notwithstanding the foregoing, the
indemnity set forth above will not apply to any hazardous substances that originate on or
under the Real Property after the date the Bank acquires title to the Real Property
by foreclosure or deed in lieu of foreclosure.11.2
    
    Representation and Warranty Regarding Hazardous Substances. Before signing this Agreement,
the Borrower
researched and inquired into the previous uses and ownership of the Real Property. Based on
that due diligence, the
Borrower represents and warrants that to the best of its knowledge, no hazardous substance
has been disposed of or
released or otherwise exists in, on, under or onto the Real Property, except as the Borrower
has disclosed to the Bank in
writing.11.3
    
    Compliance Regarding Hazardous Substances. The Borrower has
compiled, and will comply and
cause all occupants
of the Real Property to comply, with all current and future laws, regulations and ordinances
or other requirements of any
governmental authority relating to or imposing liability or standards of conduct concerning
protection of health or the
environment or hazardous substances (Environmental Laws). The Borrower shall promptly, at
the Borrowers sole cost
and expense, take all reasonable actions with respect to any hazardous substances or other
environmental condition at,
on, or under the Real Property necessary to (i) comply with all
applicable Environmental Laws;
(ii) allow continued use,
occupation or operation of the Real Property; or (iii) maintain the fair market value of the
Real Property. The Borrower
acknowledges that hazardous substances may permanently and materially impair the value and
use of the Real Property.11.4
    
    Notices Regarding Hazardous Substances. Until full repayment of the loan, the Borrower will
promptly notify the Bank
in writing if it knows, suspects or believes there may be any hazardous substance in or
around the Real Property, or in the
soil, groundwater or soil vapor on or under the Real Property, or that the Borrower or the
Real Property may be subject to
any threatened or pending investigation by any governmental agency under any current or
future law, regulation or
ordinance pertaining to any hazardous substance.11.5
    
    Site Visits, Observations and Testing. The Bank and its agents and representatives will have
the right at any
reasonable time, after giving reasonable notice to the Borrower, to enter and visit the Real
Property and any other
locations where any personal property collateral securing this Agreement is located, for the
purposes of observing the
Real Property and the personal property collateral, and following the
date on which the Bank believes in good faith that
there is a violation of any of the foregoing in this Section 11.5 or an event of default has
occurred and is continuing, for the
purpose of taking and removing environmental samples and conducting tests on any part of the
Real Property. The
Borrower shall reimburse the Bank on demand for the costs of any such environmental
Investigation and testing that is
undertaken in good faith or following an event of default hereunder. The Bank will make
reasonable efforts during any site
Visit, observation or testing conducted pursuant this paragraph to avoid interfering with
the Borrowers use of the Real
Property and the personal property collateral. The Bank is under no duty, however, to visit
or observe the Real Property
or the personal property collateral or to conduct tests, and any such acts by the Bank will
be solely for the purposes of
protecting the Banks security and preserving the Banks rights under this Agreement. No
site visit, observation or testing
or any report or findings made as a result thereof (Environmental Report) (i) will result
in a waiver of any default of the
Borrower, (ii) impose any liability on the Bank; or (iii) be a representation or warranty of
any kind regarding the Real
Property or the personal property collateral (including its condition or value or
compliance with any laws) or the
Environmental Report (including its accuracy or completeness). In the event the Bank has a
duty or obligation under
applicable laws, regulations or other requirements to disclose an Environmental Report to
the Borrower or any other party,
the Borrower authorizes the Bank to make such a disclosure. The Bank may also disclose an
Environmental Report to
any regulatory authority, and to any other parties as necessary or appropriate in the Banks
judgment. The Borrower
further understands and agrees that any Environmental Report or other information regarding
a site visit, observation or
testing that is disclosed to the Borrower by the Bank or its agents and representatives is
to be evaluated (including any
reporting or other disclosure obligations of the Borrower) by the Borrower without advice or
assistance from the Bank.11.6
    
    Definition of Hazardous Substance. Hazardous substance means any substance, material or
waste that is or
becomes designated or regulated as toxic, hazardous, pollutant, or contaminant or
a similar designation or
 9




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##### 



regulation under any current or future federal, state or local law (whether
under common law, statute, regulation or otherwise) or judicial or
administrative interpretation of such, including without limitation petroleum
or natural gas.
 12.
    
    DEFAULT AND REMEDIES. If any of the following events of default occurs, the Bank may do one
or more of the following: declare
the Borrower in default, stop making any additional credit available to the Borrower, and require the Borrower to repay its entire debt
immediately and without prior notice (unless specifically stated otherwise below). If an event which, with notice or the passage of
time, will constitute an event of default has occurred and is continuing, the Bank has no obligation to make advances or extend
additional credit under this Agreement. In addition, if any event of default occurs, the Bank shall have all rights, powers and
remedies available under any instruments and agreements required by or executed in connection with this Agreement, as well as all
rights and remedies available at law or in equity. If an event of default occurs under the paragraph entitled Bankruptcy, below, with
respect to the Borrower, then the entire debt outstanding under this Agreement will automatically be due immediately.
 12.1
    
    Failure to Pay. The Borrower fails to make a payment under this Agreement when due.12.2
    
    Other Bank Agreements. Any default occurs under any other agreement the Borrower (or any Obligor) or any of the
Borrowers related entities or affiliates has with the Bank or
any affiliate of the Bank.12.3
    
    Cross default. Any default occurs under any agreement in connection with any loan of money ($1,000,000 or more in
individually or in the aggregate) to the Borrower (or any Obligor) or any of the
Borrowers related entities or affiliates has
obtained from anyone else or which the Borrower (or any Obligor) or any of the
Borrowers related entities or affiliates has
guaranteed.12.4
    
    False Information. The Borrower or any Obligor has given the Bank materially false or misleading information or
representations.12.5
    
    Bankruptcy. The Borrower, any Obligor, or any general partner of the Borrower or of any Obligor files a bankruptcy
petition, a bankruptcy petition is filed against any of the foregoing parties, or the
Borrower, any Obligor, or any general
partner of the Borrower or of any Obligor makes a general assignment for the benefit of creditors.12.6
    
    Receivers. A receiver or similar official is appointed for a substantial portion of the Borrowers or any Obligors business,
or the business is terminated, or, if any Obligor is anything other than a natural
person, such Obligor is liquidated or
dissolved.12.7
    
    Lien Priority. The Bank fails to have an enforceable first lien (except for any prior liens to which the Bank has consented
in writing) on or security, interest in any property given as security for this Agreement (or any guaranty).12.8
    
    Material Adverse Change. A material adverse change occurs, or is reasonably likely to occur, in the Borrowers (or any
Obligors) business condition (financial or otherwise), operations, properties or
prospects, or ability to repay the credit; or
the Bank determines that it is insecure for any other reason.12.9
    
    Government Action. Any government authority takes action that the Bank believes materially adversely affects the
Borrowers financial condition or ability to repay or Panhandles ability to pay
dividends to Borrower, including but not
limited to formal or informal enforcement actions such as a
memorandum of understanding or a cease and desist order.12.10
    
    Default under Related Documents. Any default occurs under any guaranty, subordination agreement, security
agreement, deed of trust, mortgage, or other document required by or delivered in
connection with this Agreement or any
such document is no longer in effect, or any guarantor purports to revoke or disavow the guaranty.12.11
    
    Other Breach Under Agreement. A default occurs under any other term or condition of this Agreement not specifically
referred to in this Article. This includes any failure or anticipated failure by the
Borrower (or any other party named in the
Covenants section) to comply with any financial covenants set forth in this
Agreement, whether such failure is evidenced
by financial statements delivered to the Bank or is otherwise known to the Borrower or the Bank.12.12
    
    Cure Provisions. If any default other than a default in payment is curable and if the Borrower has not been given a
notice of a breach of the same provision of this Agreement within the preceding
twelve (12) months, it may be cured if
Borrower, after receiving written notice from the Bank demanding cure of such
default: (1) cures the default within fifteen
(15) days; or (2) if the cure requires more than fifteen
(15) days, immediately
initiates steps that the Bank deems in the
Banks sole discretion to be sufficient to cure the default and thereafter continues
and completes all reasonable and
necessary steps sufficient to produce compliance as soon as reasonably practical.
 13.
    
    ENFORCING THIS AGREEMENT; MISCELLANEOUS.
 13.1
    
    GAAP. Except as otherwise stated in this Agreement, all financial
information provided to the bank and all financial covenants will be made under
generally accepted accounting principles, consistently applied.
 10




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13.2
    
    Governing Law. This Agreement shall be governed by and constructed in accordance with
the laws the State of
California. To the extent that the Bank has greater rights or remedies under federal law,
whether as a national bank or otherwise, this paragraph shall not be deemed to deprive the
Bank of such rights and remedies as may be available under federal law.13.3
    
    Successors and Assigns. This Agreement is binding on the Borrowers and the Banks
successors and assignees. The Borrower agrees that it may not assign this Agreement without
the Banks prior consent. The Bank may sell participations in or assign this loan, and may
exchange information about the Borrower (including, without limitation, any information
regarding any hazardous substances) with actual or potential participants or assignees. If a
participation is sold or the loan is assigned, the purchaser will have the right of set-off
against the Borrower.13.4
    
    Severability; Waivers. If any part of this Agreement is not enforceable, the rest of the
Agreement may be enforced. The
Bank retains all rights, even if it makes a loan after default. If the Bank waives a
default, it may enforce a later default.
Any consent or waiver under this Agreement must be in writing.13.5
    
    Attorneys Fees. The Borrower shall reimburse the Bank for any reasonable costs and attorneys fees incurred by the
Bank in connection with the enforcement or preservation of any rights or remedies under this
Agreement and any other
documents executed in connection with this Agreement, and in connection with any amendment,
waiver, workout or
restructuring under this Agreement. In the event of a lawsuit or arbitration proceeding, the
prevailing party is entitled to
recover costs and reasonable attorneys fees incurred in connection with the lawsuit or
arbitration proceeding, as
determined by the court or arbitrator. In the event that any case is commenced by or against
the Borrower under the
Bankruptcy Code (Title 11, United States Code) or any similar or
successor statute, the Bank
is entitled to recover costs
and reasonable attorneys fees incurred by the Bank related to the preservation, protection,
or enforcement of any rights
of the Bank in such a case. To the extent permitted by law, as used in this paragraph,
attorneys fees includes the
allocated costs of the Banks in-house counsel. If Bank determines that it is necessary or
advisable to allocate Borrowers
Obligations under this Section to Facility A, Facility B, Facility C or some combination
thereof, Bank may do so in its
reasonable discretion and such allocation will be binding on the parties hereto for all purposes.13.6
    
    Set-Off.
 (a)
    
    In addition to any rights and remedies of the Bank provided by law, upon the
occurrence and during the
continuance of any event of default under this Agreement, the Bank is authorized, at
any time, to set off and
apply any and all Deposits of the Borrower or any Obligor held by the Bank against
any and all Obligations
owing to the Bank. The set-off may be made irrespective of whether or not the Bank
shall have made demand
under this Agreement or any guaranty, and although such Obligations may be
contingent or unmatured or
denominated in a currency different from that of the applicable Deposits.(b)
    
    The set-off may be made without prior notice to the Borrower or any other
party, any such notice being waived
by the Borrower (on its own behalf and on behalf of each Obligor) to the fullest
extent permitted by law. The
Bank agrees promptly to notify the Borrower after any such set-off and application;
provided, however, that the
failure to give such notice shall not affect the validity of such set-off and
application.(c)
    
    For the purposes of this paragraph, Deposits means any deposits (general or
special, time or demand,
provisional or final, individual or joint) and any instruments owned by the Borrower or any Obligor which come
into the possession or custody or under the control of the Bank. Obligations means all obligations, now or
hereafter existing, of the Borrower to the Bank under this Agreement and under any other agreement or
instrument executed in connection with this Agreement, and the obligations to the Bank of any Obligor.
 13.7
    
    One Agreement. This Agreement and any related security or other agreements required by this Agreement, collectively:
 (a)
    
    represent the sum of the understandings and agreements between the Bank and
the Borrower concerning this
credit;(b)
    
    replace any prior oral or written agreements between the Bank and the Borrower
concerning this credit; and(c)
    
    are intended by the Bank and the Borrower as the final, complete and
exclusive statement of the terms agreed
to by them.
 In the event of any conflict between this Agreement and any other agreements required by
this Agreement, this Agreement will prevail. Any reference in any related document to a
promissory note or a note executed by the Borrower and dated as of the date of this
Agreement shall be deemed to refer to this Agreement, as now in effect or as hereafter
amended, renewed, or restated.13.8
    
    Indemnification. The Borrower will indemnify and hold the Bank harmless from any
loss, liability, damages, judgments, and costs of any kind relating
to or arising directly or
indirectly out of (a) this Agreement or any document required hereunder, (b) any credit
extended or committed by the Bank to the Borrower hereunder, and (c) any litigation or
 11




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proceeding related to or arising out of this Agreement, any such document, or any such
credit. This indemnity includes but is not limited to attorneys fees (including the
allocated cost of in-house counsel). This indemnity extends to the Bank, its parent,
subsidiaries and all of their directors, officers, employees, agents, successors, attorneys,
and assigns. This indemnity will survive repayment of the Borrowers obligations to the
Bank. All sums due to the Bank hereunder shall be obligations of the Borrower, due and
payable immediately without demand. If Bank determines that it is necessary or advisable to
allocate Borrowers Obligations under this Section to Facility A, Facility B, Facility C or
some combination thereof, Bank may do so in its reasonable discretion and such allocation
will be binding on the parties hereto for all purposes.13.9
    
    Notices. Unless otherwise provided in this Agreement or in another agreement between the Bank
and the Borrower, all
notices required under this Agreement shall be personally delivered or sent by first class mail, postage prepaid, or by
overnight courier, to the addresses on the signature page of this Agreement, or sent by facsimile to the fax numbers listed
on the signature page, or to such other addresses as the Bank and the Borrower may specify from time to time in writing.
Notices and other communications shall be effective (i) if mailed, upon the earlier of receipt or five (5) days after deposit
in the U.S. mail, first class, postage prepaid, (ii) if telecopied, when transmitted, or (iii) if hand-delivered, by courier or
otherwise (including telegram, lettergram or mailgram), when delivered.13.10
    
    Headings. Article and paragraph headings are for reference only and shall not affect the interpretation or meaning of any
provisions of this Agreement.13.11
    
    Counterparts. This Agreement may be executed in as many counterparts as necessary or convenient, and by the
different parties on separate counterparts each of which, when so executed, shall be deemed an original but all such
counterparts shall constitute but one and the same agreement.13.12
    
    Prior Loan Documents Superseded. This Agreement supersedes in full, but does not in any way discharge or satisfy
any indebtedness outstanding under the Prior Loan Documents and all indebtedness outstanding
thereunder is hereafter deemed to be outstanding under this Agreement.
 12




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Pacific Coast Bankers Bank
    
    
    
    Intermountain Community BancorpBy
    
    /s/ Jean Barlass
    
    
    
    By
    
    /s/ Curt HeckerName: Jean Barlass
    
    
    
    
    
    Name: Curt HeckerTitle:   VP/Sr. Loan Officer
    
    
    
    
    
    Title:   President / CEOAddress where notices to
    
    
    
    Address where notices tothe Bank are to be sent:
    
    
    
    the Borrower are to be sent:340 Pine Street, Suite 401
    
    
    
    414 Church StreetSan Francisco, CA 94104
    
    
    
    Sandpoint, ID 83864Facsimile: (415) 788-7225
    
    
    
    Facsimile:Telephone: (877) 399-1950
    
    
    
    Telephone: (509) 363-2635
 13