Multibank Structured Transaction West RADC Venture 2010-2 

LIMITED LIABILITY COMPANY INTEREST 


SALE AND ASSIGNMENT AGREEMENT 


by and among 


CVB, BRANCH 49, LLC, 


FEDERAL DEPOSIT INSURANCE CORPORATION, 


AS RECEIVER WITH RESPECT TO THE SEPARATE RECEIVERSHIPS FOR 


EACH OF THE VARIOUS FAILED FINANCIAL INSTITUTIONS LISTED ON 


SCHEDULE I HERETO 


and 


WEST RADC VENTURE 2010-2, LLC 


Dated as of December 7, 2010 

West RADC Venture 2010-2 

Limited Liability Company Interest Sale and Assignment Agreement 

EXECUTION VERSION 
LIMITED LIABILITY COMPANY INTEREST 


SALE AND ASSIGNMENT AGREEMENT 


THIS LIMITED LIABILITY COMPANY INTEREST SALE AND 

ASSIGNMENT AGREEMENT (this "Agreement") is made as of December 7, 2010, by 

and among CVB, BRANCH 49, LLC, a limited liability company organized and existing 

under the laws of Utah (the "Private Owner"), and the Federal Deposit Insurance 

Corporation (in any capacity, the "FDIC"), in its separate capacities as receiver with 

respect to the separate receiverships for each of the various failed financial institutions 

listed on Schedule I hereto (including its successors and assigns thereto) (collectively, the 

"Initial Member"), and West RADC Venture 2010-2, LLC, a limited liability company 

organized and existing under the laws of Delaware (the "Company"). Capitalized terms 

used and not defined in this Agreement shall have the respective meanings set forth in the 

West RADC Venture 2010-2 Structured Transaction-Agreement of Common Definitions 

entered into on the Closing Date by and among the Private Owner, the Initial Member, 

the FDIC and the Company, among others (the "Agreement of Common Definitions"). 

RECITALS 

WHEREAS, the FDIC has separately been appointed receiver for each of the 

various failed financial institutions listed on Schedule I hereto (individually or 

collectively, the "Failed Banks"); and 

WHEREAS, the Initial Member formed the Company by causing the Certificate 

of Formation of the Company to be filed with the Secretary of State of the State of 

Delaware on December I, 2010 and holds the sole limited liability company interest in 

the Company, and has entered into the Original LLC Operating Agreement; and 

WHEREAS, pursuant to the Contribution Agreement, the Initial Member has 

contributed in part and sold in part]to the Company all of the Initial Member's right, title 

and interest in and to the Assets; and 

WHEREAS, after conducting a sealed bid sale for a forty percent (40%) LLC 

Interest (the "Transferred LLC Interest"), the FDIC selected Cache Valley Bank, LLC, 

a Utah limited liability company (the "Sponsor") as the successful bidder pursuant to the 

bid form submitted by it (the "Bid Form") and, in accordance with the instructions 

governing the sealed bid sale, the Sponsor has deposited $1,238,745.60 (the "Earnest 

Money Deposit") with the FDIC; and 

WHEREAS, following its selection as the successful bidder, the Sponsor formed 

the Private Owner as a Qualified Transferee; and 

WHEREAS, the Initial Member desires to transfer the Transferred LLC Interest to 

the Private Owner (upon which the Initial Member will retain a sixty percent (60%) LLC 

Interest) and enter into the LLC Operating Agreement in the form attached hereto as 

Exhibit A, and the Private Owner desires to acquire the Transferred LLC Interest and 

West RADC Venture 2010-2 

Limited Liability Company Interest Sale and Assignment Agreement 

EXECUTION VERSION 
enter into the LLC Operating Agreement; and 

WHEREAS, the Initial Member and the Private Owner desire, as capital 

contributions to the Company pro rata in accordance with their proportionate LLC 

Interests (after giving effect to the transfer of the Transferred LLC Interest), to fund the 

Working Capital Reserve with an aggregate amount of $3,000,000.00 (such sum, the 

"WCR Account Deposit"); and 

WHEREAS, the Initial Member's pro rata share of such WCR Account Deposit is 

$1,800,000.00 (the "Initial Member WCR Account Deposit") and Private Owner's pro 

rata share of such WCR Account Deposit is $1,200,000.00 (the "Private Owner WCR 

Account Deposit"); 

NOW, THEREFORE, in consideration of the foregoing and the mutual promises 

and agreements hereinafter contained, and for other good and valuable consideration the 

receipt and sufficiency of which are hereby acknowledged, the Initial Member, the 

Private Owner and the Company hereby agree as follows: 

1. Sale and Assignment; Purchase Price; Funding of Working Capital 

Reserve; Closing. 

(a) Sale and Assignment. Subject to the terms and conditions of this 

Agreement, the Initial Member hereby sells to the Private Owner, and the Private Owner 

hereby purchases from the Initial Member, all of the Initial Member's right, title and 

interest in and to the Transferred LLC Interest for a purchase price of$12,387,456.00 

(the "Transferred LLC Interest Sale Price"). On the date hereof, in satisfaction of its 

obligation to pay the Transferred LLC Interest Sale Price, the Private Owner shall (i) 

remit to the Initial Member, by wire transfer of immediately available funds, to such 

account as the Initial Member may direct in writing, an amount (the "Purchase Price 

Payment") equal to the positive difference (if any) between (x) the Transferred LLC 

Interest Sale Price and (y) the sum of (A) the Earnest Money Deposit and (B) the Initial 

Member WCR Account Deposit, and (ii) (x) remit, on behalf ofthe Initial Member, by 

wire transfer of immediately available funds, an amount equal to the Initial Member 

WCR Account Deposit to the Paying Agent for credit to the Working Capital Reserve 

Account, and (y) remit, on its own behalf, by wire transfer of immediately available 

funds, an amount equal to the Private Owner WCR Account Deposit to the Paying Agent 

for credit to the Working Capital Reserve Account. 

(b) Closing Procedure. Upon (i) the receipt by the Initial Member of 

(x) the Purchase Price Payment, (y) evidence ofthe establishment of the Working Capital 

Reserve Account in accordance with the provisions of Section 3.6 of the Custodial and 

Paying Agency Agreement ,and (z) confirmation ofreceipt by the Paying Agent of each 

of the Initial Member WCR Account Deposit and the Private Owner WCR Account 

Deposit, (ii) the delivery of the executed LLC Operating Agreement by the parties thereto 

(as required by Section 2), (iii) the delivery of the Additional Security (as required by 

Section 3), (iv) the delivery of the completed Asset Value Schedule, in the form attached 

hereto as Exhibit B allocating the Transferred LLC Interest Sale Price among the Assets 

West RADC Venture 2010-2 2 

Limited Liability Company Interest Sale and Assignment Agreement 

EXECUTION VERSION 
(the "Asset Value Schedule"), which shall be appended to the Contribution Agreement 

as the Asset Value Schedule thereunder, (v) the delivery of the executed Transferee 

Acknowledgment and Certification, in the form attached hereto as Exhibit C, and (vi) the 

delivery of the executed Joinder and Consent Agreement, in the form attached hereto as 

Exhibit D, the sale and assignment of the Transferred LLC Interest to the Private Owner 

and the closing of the other transactions contemplated hereby (collectively, the 

"Closing") shall be effective. 

2. LLC Operating Agreement. Contemporaneously with the execution and 

delivery of this Agreement, the Private Owner shall execute and deliver to the Company 

and the Initial Member the LLC Operating Agreement. 

3. Additional Security. Contemporaneously with the execution of this 

Agreement and the LLC Operating Agreement, the Private Owner shall, pursuant to the 

applicable provisions in the LLC Operating Agreement and the Custodial and Paying 

Agency Agreement, establish the Private Owner Pledged Account and deliver (or cause 

to be delivered) to the Initial Member the Additional Security, in the form of Qualifying 

Cash Collateral, in an amount not less than the Private Owner Pledged Amount. 

4. Representations and Warranties of Private Owner. The Private Owner 

hereby represents and warrants separately to each of the Initial Member and the Company 

as follows: 

(a) The Private Owner is a "Qualified Transferee," as such term is 

defined in the LLC Operating Agreement, and as such, represents and warrants that each 

item included in such definition is true and correct in all respects as of the date hereof as 

if set forth herein. 

(b) All information and documents provided to the Initial Member or 

its agents by or on behalf of the Private Owner or any Affiliate thereof (including the 

Sponsor) in connection with this Agreement and the transactions contemplated hereby, 

including, but not limited to, the Purchaser Eligibility Certification, the Bid Certification, 

the Structured Transaction Qualification Request, and the Structured Transaction 

Confidentiality Agreement, are true and correct in all respects as ofthe date hereof and 

do not fail to state any fact necessary to make the information contained therein not 

misleading. 

5. Exclusivity of Representations. THE TRANSFERRED LLC 

INTEREST IS SOLD "AS IS" AND "WITH ALL FAULTS," WITHOUT ANY 

REPRESENTATION, WARRANTY, GUARANTY OR RECOURSE WHATSOEVER, 

INCLUDING AS TO ITS VALUE (OR THE VALUE, COLLECT ABILITY OR 

CONDITION OF THE ASSETS HELD BY THE COMPANY OR ANY OF THE 

COLLATERAL FOR SUCH ASSETS), FITNESS FOR ANY PARTICULAR 

PURPOSE, MERCHANT ABILITY, FITNESS FOR A SPECIFIC PURPOSE OR ANY 

OTHER MATTER, WHETHER EXPRESS OR IMPLIED OR BY OPERATION OF 

LAW OR OTHER WISE, AND THE INITIAL MEMBER SPECIFICALLY 

DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR 

West RADC Venture 2010-2 3 

Limited Liability Company Interest Sale and Assignment Agreement 

EXECUTION VERSION 
WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE 

TRANSFERRED LLC INTEREST, THE ASSETS, OR THE COLLATERAL 

SECURING THE ASSETS. 

6. Assignment. This Agreement and all ofthe provisions hereof shall be 

binding upon and inure to the benefit of the parties hereto and their respective heirs (in 

the case of any individual), successors and permitted assigns; provided, however, that the 

Private Owner may not assign this Agreement or any of its rights, interests or obligations 

hereunder. Any purported assignment or delegation in violation of this Agreement shall 

be null and void ab initio. 

7. Beneficiaries. This Agreement shall inure to the benefit of, and may be 

enforced by, the Initial Member, the Private Owner and the Company and their respective 

successors and assigns. Except for the FDIC (in its corporate capacity), which shall be 

considered a third party beneficiary to this Agreement, there shall be no other third party 

beneficiaries hereunder. 

8. Waivers and Amendments. No amendment or waiver of any provision 

of this Agreement shall be effective unless the same shall be in writing and executed by 

the Initial Member, the Private Owner, the Company and the FDIC (in its corporate 

capacity). 

9. Failure to Consummate Transaction. If for any reason, without fault of 

the Initial Member, the Private Owner fails to consummate the purchase ofthe 

Transferred LLC Interest, upon the terms and conditions set forth in this Agreement, the 

Initial Member's liquidated damages, and sole and exclusive remedy, shall be to retain 

the Earnest Money Deposit. The Private Owner and the Initial Member agree that the 

failure or refusal of the Initial Member to alter or modify, in any way, the terms or 

conditions of this Agreement, the LLC Operating Agreement or any other Transaction 

Document shall not constitute fault on the part of the Initial Member. The Private Owner 

shall not be liable for any of the foregoing damages if the Private Owner is forced to 

withdraw its bid made pursuant to the Bid Form after award as the result of a supervisory 

directive given by the FDIC or any other federal or state financial regulatory agency, 

provided that the Initial Member shall be satisfied that such supervisory directive is 

legally effective. In such event, the Initial Member shall refund the Earnest Money 

Deposit. 

10. Governing Law. EACH PARTY TO THIS AGREEMENT AGREES 

AND ELECTS THAT, IN ACCORDANCE WITH SECTION 5-1401 OF THE 

GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, THIS 

AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE 

WITH THE LAWS OF THE STATE OF NEW YORK, EXCLUDING ANY CONFLICT 

OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR 

THE CONSTRUCTION OF THIS AGREEMENT TO THE LAWS OF ANOTHER 

JURISDICTION, AND EACH PARTY TO THIS AGREEMENT 

UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT 

THAT THE LAWS OF ANY OTHER JURISDICTION GOVERN THIS 

West RADC Venture 20I0-2 4 

Limited Liability Company Interest Sale and Assignment Agreement 

EXECUTION VERSION 
AGREEMENT. Nothing in this Agreement shall require any unlawful action or inaction 

by any party hereto. 

11. Jurisdiction; Venue and Service. 

(a) Each ofthe Private Owner and the Company, in each case on 

behalf of itself and its Affiliates, hereby irrevocably and unconditionally: 

(i) consents to the jurisdiction of the United States District 

Court for the Southern District ofNew York and to the jurisdiction of the United States 

District Court for the District of Columbia for any suit, action or proceeding against it or 

any of its Affiliates commenced by the Initial Member arising out of, relating to, or in 

connection with this Agreement or any Transaction Document, and waives any right to: 

(A) remove or transfer such suit, action or proceeding to 

any court or dispute-resolution forum (other than the court in which the Initial Member 

files the action, suit or proceeding) without the consent ofthe Initial Member; 

(B) assert that venue is improper in either the United 

States District Court for the Southern District ofNew York or the United States District 

Court for the District of Columbia; or 

(C) assert that the United States District Court for the 

Southern District ofNew York or the United States District Court for the District of 

Columbia is an inconvenient forum; 

(ii) consents to the jurisdiction of the Supreme Court of the 

State ofNew York, County ofNew York, for any suit, action or proceeding against it or 

any of its Affiliates commenced by the Initial Member arising out of, relating to, or in 

connection with this Agreement or any Transaction Document (other than the LLC 

Operating Agreement), and waives any right to: 

(A) remove or transfer such suit, action or proceeding to 

any other court or dispute-resolution forum without the consent ofthe Initial Member); 

(B) assert that venue is improper in the Supreme Court 

of the State ofNew York, County ofNew York; or 

(C) assert that the Supreme Court ofthe State ofNew 

York, County ofNew York is an inconvenient forum; 

(iii) agrees to bring any suit, action or proceeding by it or any of 

its Affiliates against the Initial Member arising out of, relating to, or in connection with 

this Agreement or any Transaction Document (other than the LLC Operating Agreement) 

in only the United States District Court for the Southern District ofNew York or the 

United States District Court for the District of Columbia, and waives any right to remove 

or transfer such suit, action or proceeding to any other court or dispute-resolution forum 

without the consent of the Initial Member, and agrees to consent thereafter to transfer of 

West RADC Venture 2010-2 5 

Limited Liability Company Interest Sale and Assignment Agreement 

EXECUTION VERSION 
the suit, action or proceeding to either the United States District Court for the Southern 

District of New York or the United States District Court for the District of Columbia at 

the option of the Initial Member; and 

(iv) agrees, if the United States District Court for the Southern 

District ofNew York and the United States District Court for the District of Columbia 

both lack jurisdiction to hear a suit, action or proceeding falling within Section 11(a)(iii), 

to bring that suit, action or proceeding in only the Supreme Court of the State ofNew 

York, County of New York, and waives any right to remove or transfer such suit, action 

or proceeding to any other court or dispute-resolution forum without the consent of the 

Initial Member. 

(b) Each of the Private Owner and the Company, in each case on 

behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any 

final judgment entered against it in any suit, action or proceeding falling within Section 

11 (a) may be enforced in any court of competent jurisdiction. 

(c) Subject to the provisions of Section 11 (d), each of the Private 

Owner and the Company, in each case on behalf of itself and its Affiliates, and the Initial 

Member, hereby irrevocably and unconditionally agrees that service of all writs, process 

and summonses in any suit, action or proceeding pursuant to Section 11 (a) or Section 

11 (b) may be effected by the mailing of copies thereof by registered or certified mail, 

postage prepaid, to it at its address for notices pursuant to Section 11 (with copies to such 

other Persons as specified therein); provided, however, that nothing contained in this 

Section 11 (c) shall affect the right of any party to serve process in any other manner 

permitted by Law. 

(d) Nothing in this Section 11 shall constitute consent to jurisdiction in 

any court by the FDIC, other than as expressly provided in Section 11(a)(iii) and Section 

11(a)(iv), or in any way limit the FDIC's right to remove, transfer, seek to dismiss, or 

otherwise respond to any suit, action, or proceeding against the FDIC in any forum. 

12. Waiver of Jury Trial. EACH OF THE PRIVATE OWNER AND THE 

COMPANY, FOR ITSELF AND ITS AFFILIATES, AND THE INITIAL MEMBER, 

HEREBY IRREVOCABLY AND UNCONDITIONALLY W AlVES ANY RIGHT IT 

MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING OUT OF OR 

RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE 

SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. 

• 

13. Notices. All notices, requests, demands and other communications 

required or permitted to be given or delivered under or by reason of the provisions of this 

Agreement shall be in writing and shall be given by certified or registered mail, postage 

prepaid, by delivery by hand or by nationally recognized courier service, or by electronic 

mail, in each case mailed or delivered to the applicable address or electronic mail address 

specified in, or in the manner provided in, this Section 13 below. All such notices, 

requests, demands and other communications shall be deemed to be given or made upon 

the earlier to occur of (i) actual receipt (or refusal thereof) by the relevant party hereto 

West RADC Venture 2010-2 6 

Limited Liability Company Interest Sale and Assignment Agreement 

EXECUTION VERSION 
and (ii) (A) if delivered by hand or by nationally recognized courier service, when signed 

for (or refused) by or on behalf of the relevant party hereto; (B) if delivered by mail, 

when delivered (or refused), and (C) if delivered by electronic mail (which form of 

delivery is subject to the provisions of this paragraph), when delivered and capable of 

being accessed from the recipient's office computer, provided that any notice, request, 

demand or other communication that is received other than during regular business hours 

of the recipient shall be deemed to have been given at the opening of business on the next 

Business Day ofthe recipient. In no event shall a voice mail message be effective as a 

notice, communication or confirmation hereunder. From time to time, any party may 

designate a new address for purposes of notice to it hereunder by notice to such effect to 

the other parties hereto in the manner set forth in this Section 13. 

If to the Initial Member, to: 

Assistant Director, Structured Transactions - Resolutions and 

Receiverships 

Federal Deposit Insurance Corporation 

550 17th Street, NW (Room F-7014) 

Washington, D.C. 20429-0002 

Attention: Ralph Malami 

Email Address: rmalami@fdic.gov 

with a copy to: 

Senior Counsel 

FDIC Legal Division 

Litigation and Resolutions Branch, Receivership Section 

Special Issues Unit 

3501 Fairfax Drive (Room E-7056) 

Arlington, Virginia 22226 

Attention: David Gearin 

Email Address: dgearin@fdic.gov 

If to the Private Owner or to the Company, to: 

West RADC Venture 2010-2, LLC 

101 North Main Street 

Logan, Utah 84321 

Attention: J. Miller 

E-mail Address: 

West RADC Venture 2010-2 7 

Limited Liability Company Interest Sale and Assignment Agreement 

EXECUTION VERSION 
with a copy to: 

N. George Daines 


108 North Main Street 


Logan, Utah 84321 


E-mail Addresses: 


14. Counterparts; Facsimile Signatures. This Agreement may be executed 

in any number of counterparts, each of which shall be an original and all of which shall 

together constitute one and the same instrument. It shall not be necessary for any 

counterpart to bear the signature of all parties hereto. This Agreement and any 

amendments hereto, to the extent signed and delivered by facsimile or other electronic 

means, shall be treated in all manner and respects as an original agreement and shall be 

considered to have the same binding legal effect as if it were the original signed version 

thereof delivered in person. No signatory to this Agreement shall raise the use of a 

facsimile machine or other electronic means to deliver a signature or the fact that any 

signature or agreement was transmitted or communicated through the use of a facsimile 

machine or other electronic means as a defense to the formation or enforceability of a 

contract and each such Person forever waives any such defense. 

15. Headings. Paragraph titles or captions contained in this Agreement are 

inserted only as a matter of convenience and for reference and in no way define, limit, 

extend or describe the scope of this Agreement or the intent of any provisions hereof. All 

Section and paragraph references contained herein shall refer to Sections and paragraphs 

in this Agreement unless otherwise specified. 

16. Compliance with Law; Rules of Construction. Except as otherwise 

specifically provided herein, each party to this Agreement shall, at its own cost and 

expense, obey and comply with all Laws, as they may pertain to such party's 

performance of its obligations hereunder. Section 1.2 of the Contribution Agreement 

(Construction) is hereby incorporated by reference into this Agreement. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

West RADC Venture 2010-2 8 

Limited Liability Company Interest Sale and Assignment Agreement 

EXECUTION VERSION 
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly 

executed as of the date first written above. · 

PRIVATE OWNER: 

Title: Manager 

INITIAL MEMBER: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, IN ITS SEPARATE 

CAP A CITIES AS RECEIVER WITH 

RESPECT TO THE SEPARATE 

RECEIVERSHIPS FOR EACH OF THE 

VARIOUS FAILED FINANCIAL 

INSTITUTIONS LISTED ON 

Attorney-in-Fact 

COMPANY: 

WEST RADC VENTURE 2010-2, LLC 

By: 	 Federal Deposit Insurance 

Corporation, in its Separate Capacities 

as Receiver with respect to the 

Separate Receiverships for each of the 

Various Financial Institutions Listed 

on Schedule I Hereto 

Title: Attorney-in-Fact 

[SIGNATURE PAGE TO LLC INTEREST SALE AND ASSIGNMENT AGREEMENT] 

West RADC Venture 2010-2 

Limited Liability Company Interest Sale and Assignment Agreement 

EXECUTION VERSION 
SCHEDULE I 


West RADC Venture 2010-2, LLC 


List of Various Failed Financial Institutions 


Bank Name C!!Y State Fund Closin!! Date 

Desert Hills Bank Phoenix AZ 10205 8/27/2010 

Independent Bankers' Bank Springfield IL 10166 12118/2009 

AmTrust Bank Cleveland OH 10155 12/4/2009 

Irwin Union Bank & Trust Company Columbus IN 10120 9/18/2009 

Irwin Union Bank F.S.B. Columbus IN 10121 9/18/2009 

Warren Bank Warren MI 10125 10/02/2009 

Barnes Banking Company Kaysville UT 10171 1115/2010 

Centennial Bank Ogden UT 10193 3/05/2010 

The Bank of Bonifay Bonifay FL 10234 5/07/2010 

West RADC Venture 2010-2 

Limited Liability Company Interest Sale and Assignment Agreement 

EXECUTION VERSION 
Exhibit A 


Form of LLC Operating Agreement 


West RADC Venture 2010-2 


Limited Liability Company Interest Sale and Assignment Agreement 


EXECUTION VERSION 

LIMITED LIABILITY COMPANY OPERATING AGREEMENT 


West RADC Venture 2010-2, LLC 


West RADC Venture 2010-2 


Initial Limited Liability Company Operating Agreement 


EXECUTION VERSION 

TABLE OF CONTENTS 


ARTICLE I Certain Definitions ............................................................................................... 1 


1.1. Definitions................................................................................................................ 1 


ARTICLE II Organization ofthe Company ..............................................................................3 


2.1. Formation .................................................................................................................3 


2.2. Name ........................................................................................................................3 


2.3. Registered Office; Chief Executive Office ..............................................................3 


2.4. Purpose; Duration ....................................................................................................3 


ARTICLE III Management and Operations of the Company .....................................................3 


3.1. Management ofthe Company's Affairs ...................................................................3 


ARTICLE IV Borrowings; Contributions; Other Matters ......................................................... .4 


4.1. Capital Contributions ...............................................................................................4 


4.2. Interests Uncertificated ............................................................................................4 


ARTICLE V Distributions and Allocations ...............................................................................5 


5.1. Distributions.............................................................................................................5 


5.2. Allocations ...............................................................................................................5 


ARTICLE VI Accounting and Taxation .....................................................................................5 


6.1. Fiscal Year ........ : ...................................................................................................... 5 


6.2. Taxation ...................................................................................................................5 


ARTICLE VII Dissolution and Winding-Up ofthe Company.....................................................5 


7.1. Dissolution ...............................................................................................................5 


7.2. Winding-Up Procedures ...........................................................................................5 


7.3. Termination ofthe Company .................. ; ................................................................ 6 


West RADC Venture 2010-2 


Initial Limited Liability Company Operating Agreement 


EXECUTION VERSION 

TABLE OF CONTENTS 

(continued) 

ARTICLE VIII Manager Liability .................................................................................................6 


8.1. Liability ofManager .................................................................................................6 


ARTICLE IX Miscellaneous ....................................................................................................... ? 


9.1. Entire Agreement .....................................................................................................7 


9.2. Governing Law ........................................................................................................? 


9.3. Waivers and Amendments .......................................................................................? 


9.4. Counterparts; Facsimile Signatures .........................................................................8 


9.5. Successors and Assigns ............................................................................................8 


9.6. Construction .............................................................................................................8 


9.7. Severability ..............................................................................................................9 


Exhibit A- Form of Certificate of Formation of the Company 


ii 


West RADC Venture 2010-2 


Initial Limited Liability Company Operating Agreement 


EXECUTION VERSION 

WEST RADC VENTURE 2010-2, LLC 

LIMITED LIABILITY COMPANY.OPERATING AGREEMENT 

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (as the same 

may be amended or modified from time to time in accordance with the terms hereof, this 

"Agreement"), is made and effective as of December 7, 2010, by and between the Federal 

Deposit Insurance Corporation (in any capacity, the "FDIC"), as the Receiver (including its 

successors and assigns hereto, the "Initial Member"), and West RADC Venture 2010-2, LLC, a 

Delaware limited liability company (the "Company"). 

WHEREAS, the FDIC has separately been appointed receiver (in such separate 

capacities as receiver for the separate receiverships, the "Receiver") for each of the various 

failed financial institutions listed on Schedule I hereto; and 

WHEREAS, on December 1, 2010, the Initial Member formed the Company as a 

Delaware limited liability company; and 

WHEREAS, the parties desire to set forth herein the terms and conditions that will 

govern the ownership and operation ofthe Company. 

NOW, THEREFORE, in consideration ofthe foregoing and the mutual promises and 

agreements contained herein, and for other good and valuable consideration the receipt and 

sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

ARTICLE I 

Certain Definitions 

1.1. Definitions. For purposes ofthis Agreement, the following terms shall 

have the meanings and definitions hereinafter respectively set forth (terms defined in the singular 

to include the plural and vice versa). 

"Act" shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18­

101 et seq. 

"Affiliate" shall mean, with respect to any specified Person, (i) any other Person 

directly or indirectly Controlling or Controlled by or under common Control with such specified 

Person, (ii) any Person owning or Controlling ten percent ( 1 0%) or more of the outstanding 

voting securities, voting equity interests, or beneficial interests ofthe Person specified, (iii) any 

officer, director, general partner, managing member, trustee, employee or promoter of the Person 

specified or any Immediate Family Member of such officer, director, general partner, managing 

member, trustee, employee or promoter, (iv) any corporation, partnership, limited liability 

company or trust for which any Person referred to in clause (ii) or (iii) acts in that capacity, or (v) 

any Person who is an officer, director, general partner, managing member, trustee or holder of 

ten percent ( 10%) or more of the outstanding voting securities, voting equity interests or 

beneficial interests of any Person described in clauses (i) through (iv). 

West RADC Venture 2010-2 

Initial Limited Liability Company Operating Agreement 

EXECUTION VERSION 
"Agreement" shall have the meaning given in the preamble. 

"Certificate" shall have the meaning given in Section 2.1 (a). 

"Company" shall have the meaning given in the preamble. 

"Control" (including the phrases "Controlled by" and "under common Control 

with") when used with respect to any specified Person shall mean the possession, direct or 

indirect, of the power to direct or cause the direction of the management and policies of such 

Person, whether through the ownership of voting securities or interests, by contract or otherwise. 

"FDIC" shall have the meaning given in the preamble. 

"GAAP" shall mean United States generally accepted accounting principles as in 

effect from time to time. 

"Governmental Authority" shall mean (i) any United States or non-United 

States national, federal, state, local, municipal, provincial or international government or any 

political subdivision of any thereof or (ii) any governmental, regulatory or administrative 

authority, agency or commission, or judicial or arbitral body of any ofthe foregoing described in 

clause (i). 

"Immediate Family Member" shall mean, with respect to any individual, his or 

her spouse, parents, parents-in-law, grandparents, descendants, nephews, nieces, brothers, sisters, 

brothers-in-law, sisters-in-law, children (whether natural or adopted), children-in-law, 

stepchildren, grandchildren (whether natural or adopted) and grandchildren-in-law. 

"Initial Member" shall have the meaning given in the preamble. 

"Law" shall mean any applicable statute, law, ordinance, regulation, rule, code, 

injunction, judgment, decree or order (including any executive order) of any Governmental 

Authority. 

"Manager" shall have the meaning given in Section 3.1 (a). 

"Person" shall mean any individual, corporation, partnership (general or limited), 

limited liability company, limited liability partnership, firm, joint venture, association, jointstock company, trust, estate, unincorporated organization, governmental or regulatory body or 

other entity. 

"Receiver" shall have the meaning given in the preamble. 

"Treasury Regulations" shall mean the regulations promulgated by the United 

States Department ofthe Treasury pursuant to and in respect ofprovisions ofthe Internal 

Revenue Code of 1986, as amended, and all references to sections ofthe Treasury Regulations 

shall include any corresponding provision or provisions of succeeding, substitute, proposed or 

final Treasury Regulations. 

2 

West RADC Venture 2010-2 

Initial Limited Liability Company Operating Agreement 

EXECUTION VERSION 
ARTICLE II 


Organization of the Company 


2.1. Formation. 

(a) On December 1, 2010, the Initial Member caused the Certificate of 

Formation in the form attached as Exhibit A hereto (the "Certificate") to be filed in the office of 

the Secretary of State ofthe State of Delaware. The Certificate shall not be amended except to 

change the registered agent or office of the Company. 

(b) The Initial Member hereby agrees to be, and is hereby admitted as, 

the sole member of the Company. 

2.2. Name. 

(a) The name ofthe Company shall be "West RADC Venture 2010-2, 

LLC". 

(b) The business of the Company shall be conducted only under the 

name of the Company or such other name or names that comply with applicable Law as the 

Initial Member may select from time to time. 

2.3. Registered Office; Chief Executive Office. The Company, at its own 

expense, shall maintain a registered office and registered agent in Delaware to the extent 

required by the Act, which office and agent shall be as determined by the Initial Member from 

time to time and which shall be set forth in the Certificate. Initially, the registered office in 

Delaware shall be at, and the name and address of the Company's registered agent in Delaware 

shall be, as specified in the Certificate as originally filed. 

2.4. Purpose; Duration. 

(a) The Company may engage in any lawful business unless a more 

limited purpose is stated in the Certificate. 

(b) Subject to Section 7.1, the Company shall continue in existence 

perpetually. 

ARTICLE III 

Management and Operations of the Company 

3 .1. Management of the Company's Affairs. 

(a) The management ofthe Company is vested exclusively in the 

manager ofthe Company (the "Manager"). The Initial Member is hereby appointed as the 

Manager. Subject to the terms and conditions of this Agreement, the Manager shall have full and 

3 

West RADC Venture 2010-2 

Initial Limited Liability Company Operating Agreement 

EXECUTION VERSION 
exclusive power and discretion to, and shall, manage the business and affairs of the Company in 

accordance with this Agreement. 

(b) No Person dealing with the Company or the Manager shall be 

required to determine, and any such Person may conclusively assume and rely upon, the 

authority ofthe Manager to execute any instrument or make any undertaking on behalf ofthe 

Company. No Person dealing with the Company or the Manager shall be required to determine 

any facts or circumstances bearing upon the existence of such authority. Without limitation of 

the foregoing, any Person dealing with the Company or the Manager is entitled to rely upon a 

certificate signed by the Manager as to: 

(i) the identity ofthe Initial Member; . 

(ii) the existence or non-existence of any fact or facts that 

constitute a condition precedent to acts by the Manager or are in any other manner 

germane to the affairs of the Company; 

(iii) the identity of Persons who are authorized to execute and 

deliver any instrument or document of or on behalf ofthe Company; or 

(iv) any act or failure to act by the Company or any other matter 

whatsoever involving the Company or the Initial Member. 

(c) Notwithstanding anything to the contrary contained in this 

Agreement, the parties hereto acknowledge and agree that: 

(i) nothing contained in this Agreement creates any fiduciary 

duty on behalf ofthe Initial Member or the Manager; and 

(ii) the Company hereby expressly waives any fiduciary duties 

that may otherwise be deemed to be owed by the Initial Member or the Manager to the 

Company. 

ARTICLE IV 

Borrowings; Contributions; Other Matters 

4 .1. Capital Contributions. Except as otherwise expressly provided in this 

Agreement or the Act, the Initial Member shall not be obligated to make any contribution of 

capital to the Company or have any liability for the debts and obligations ofthe Company. This 

Section 4.1 is in furtherance of, and not in limitation of, Section 18-303(a) ofthe Act. 

4.2. Interests Uncertificated. No certificates shall be issued evidencing the 

membership interest ofthe Initial Member in the Company. 

4 

West RADC Venture 2010-2 

Initial Limited Liability Company Operating Agreement 

EXECUTION VERSION 
ARTICLE V 

Distributions and Allocations 

5.1. Distributions. Subject to applicable Law and any limitations contained 

elsewhere in this Agreement, the Manager may elect from time to time to make distributions to 

the Initial Member. 

5.2. Allocations. All income and loss ofthe Company shall be allocated to the 

Initial Member. 

ARTICLE VI 

Accounting and Taxation 

6.1. Fiscal Year. The books and records ofthe Company shall be kept on an 

accrual basis and the fiscal year of the Company shall commence on January 1 and end on 

December 31. 

6.2. Taxation. The Company shall be treated as an entity that is disregarded as 

an entity separate from its owner for federal income tax purposes pursuant to Treasury 

Regulations Section 301.7701-3. 

ARTICLE VII 

Dissolution and Winding-Up of the Company 

7.1. Dissolution. A dissolution ofthe Company shall take place upon the first 

to occur of the following: 

(i) An election to dissolve the Company made by written 

consent of the Initial Member; 

(ii) The entry of a decree ofjudicial dissolution under the Act; 

or 

(iii) Any other event which, under the Act, automatically causes 

dissolution, notwithstanding the provisions ofthis Section 7 .1. 

7.2. Winding-Up Procedures. If a dissolution ofthe Company pursuant to 

Section 7.1 occurs, subject to the Company's compliance with its obligations under the 

agreements to which it is a party and the other terms and conditions of this Agreement, the 

Manager shall proceed as promptly as practicable to wind up the affairs ofthe Company in an 

orderly and businesslike manner. A final accounting shall be made by Manager. As part of the 

winding up ofthe affairs of the Company, the following steps will be taken: 

5 

West RADC Venture 2010-2 

Initial Limited Liability Company Operating Agreement 

EXECUTION VERSION 
(a) The assets ofthe Company shall be sold except to the extent that 

some or all ofthe assets ofthe Company are retained by the Company for distribution to the 

Initial Member as hereinafter provided. 

(b) The Company shall comply with Section 18-804(b) ofthe Act. 

(c) Distributions ofthe assets ofthe Company after a dissolution of 

the Company shall be conducted as follows: 

(i) first, to creditors, including the Initial Member, to the 

extent permitted by Law, in satisfaction ofliabilities ofthe Company (whether by 

payment or the making ofreasonable provision for payment thereof) other than liabilities 

for which reasonable provision for payment has been made and liabilities for distributions 

to the Initial Member under Section 18-601 ofthe Act; and 

(ii) next, to the Initial Member. 

7.3. Termination ofthe Company. Upon the dissolution ofthe Company and 

the completion of the winding up process set forth in Section 7 .2, the Manager (or such other 

Person or Persons as the Act may require or permit) shall cause the cancellation of the Certificate 

and shall take (or cause to be taken) such other actions as may be necessary to terminate the 

Company. 

ARTICLE VIII 

Manager Liability 

8.1. Liability of Manager. 

(a) The Manager may rely, and shall be protected in acting or 

refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, 

notice, request, consent, order, bond, debenture or other paper or document reasonably believed 

by it to be genuine and to have been signed or presented by the proper party or parties. 

(b) The Manager may consult with legal counsel, accountants, 

appraisers, management consultants, investment bankers and other consultants and advisers 

selected by it, and any act taken or omitted to be taken in reliance upon the opinion ofsuch 

Persons as to matters that the Manager reasonably believes to be within such Person's 

professional or expert competence shall be conclusively presumed to have been done or omitted 

in good faith and in accordance with such opinion. 

(c) The Manager shall not be liable to the Company for its good faith 

reliance on the provisions ofthis Agreement. 

(d) In addition to, and without limitation of, the foregoing, the 

Manager shall not have any liability to the Company or the Initial Member on account of any act 

6 

West RADC Venture 2010-2 

Initial Limited Liability Company Operating Agreement 

EXECUTION VERSION 
or omission of the Manager, provided only that this sentence shall not apply in the case of 

intentional fraud. 

(e) The preceding Sections 8.l(a), (b), (c) and (d) are in addition to, 

and without limitation of, Section 3.1 (c). 

ARTICLE IX 

Miscellaneous 

9 .1. Entire Agreement. This Agreement constitutes the entire agreement and 

understanding, and supersedes all other prior agreements and understandings, both written and 

oral, between the Initial Member or its Affiliates or any of them and the Company with respect to 

the subject matter hereof. 

9.2. Governing Law. THIS AGREEMENT IS GOVERNED BY AND IS TO 

BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, 

EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER 

THE GOVERNANCE OR THE CONSTRUCTION. OF THIS AGREEMENT TO THE LAWS 

OF ANOTHER JURISDICTION, AND EACH PARTY TO THIS AGREEMENT 

UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT 

THE LAWS OF ANY OTHER JURISDICTION GOVERN THIS AGREEMENT. In the event 

of a direct conflict between the provisions ofthis Agreement and any mandatory, non-waivable 

provision ofthe Act, such provision of the Act shall control to the extent necessary to eliminate 

such direct conflict. Nothing in this Agreement shall require any unlawful action or inaction by 

any Person. 

9.3. Waivers and Amendments. This Agreement may be amended or 

modified, and the terms hereof may be waived, only by a written instrument signed by the Initial 

Member. Except where a specific period for action or inaction is provided herein, no failure on 

the part of the Initial Member to exercise, and no delay on the part of the Initial Member in 

exercising, any right, power or privilege hereunder shall operate as a waiver thereof; nor shall 

any waiver on the part of the Initial Member of any such right, power or privilege, or any single 

or partial exercise of any such right, power or privilege, preclude any other or further exercise 

thereof or the exercise of any other right, power or privilege. For the avoidance ofdoubt, any 

amendment, modification or waiver of, or in respect of, Section 3.1(c) or Section 8.1 ofthis 

Agreement shall (unless the Initial Member, specifically in its capacity as Manager, specifically 

shall agree otherwise) be prospective only and not in any way affect the limitations on fiduciary 

duties and liability ofthe Manager under said sections of this Agreement as in effect 

immediately prior to such amendment, modification or waiver with respect to claims arising 

from or relating to matters occurring, in whole or in part, prior to such amendment, modification 

or waiver, regardless of when such claims may be asserted. 

7 

West RADC Venture 2010-2 

Initial Limited Liability Company Operating Agreement 

EXECUTION VERSION 
9.4. Counterparts; Facsimile Signatures. 

(a) This Agreement may be executed in any number of counterparts, 

each of which shall be an original and all of which shall together constitute one and the same 

instrument. It shall not be necessary for any counterpart to bear the signature of all parties 

hereto. 

(b) This Agreement and any amendments hereto, to the extent signed 

and delivered by facsimile or other electronic means, shall be treated in all manner and respects 

as an original agreement and shall be considered to have the same binding legal effect as if it 

were the original signed version thereof delivered in person. No signatory to this Agreement 

shall raise the use of a facsimile machine or other electronic means to deliver a signature or the 

fact that any signature or agreement was transmitted or communicated through the use of a 

facsimile machine or other electronic means as a defense to the formation or enforceability of a 

contract and each such Person forever waives any such defense. 

9.5. Successors and Assigns. Except as otherwise specifically provided in this 

Agreement, this Agreement shall be binding upon and inure to the benefit ofthe Initial Member 

and the Company and their respective successors and permitted assigns. This Agreement, as in 

effect on the date that any particular Person shall cease to be the Initial Member, shall continue 

to bind such Person in relation to the period during which it was the Initial Member. 

9.6. Construction. 

(a) Captions. Paragraph titles or captions contained in this Agreement 

are inserted only as a matter of convenience and for reference and in no way define, limit, extend 

or describe the scope of this Agreement or the intent of any provisions hereof. All Section and 

paragraph references contained herein shall refer to this Agreement unless otherwise specified. 

(b) References to Persons Exclusive. References to "Affiliates" of a 

specified Person refer to, and include, only other Persons which from time to time constitute 

"Affiliates" of such specified Person, and do not include, at any particular time, other Persons 

that may have been, but at such time have ceased to be, "Affiliates," of such specified Person, 

except to the extent that any such reference specifically provides otherwise. A reference to the 

Initial Member or other Person, in and ofitself, does not, and shall not be deemed to, refer to or 

include any other Person having an interest in the Initial Member or other Person (such as, 

without limitation, any stockholder or member of or partner in the Initial Member, or other 

Person). 

(c) Use of"Or." The term "or" is not exclusive. 

(d) References to Laws. A reference in this Agreement to a Law 

includes any amendment, modification or replacement to such Law. 

(e) Use ofAccounting Terms. Accounting terms used herein shall 

have the meanings assigned to them by GAAP applied on a consistent basis by the accounting 

entity to which they refer. 

8 

West RADC Venture 2010-2 

Initial Limited Liability Company Operating Agreement 

EXECUTION VERSION 
(f) References to Documents. References to any document, 

instrument or agreement (i) shall be deemed to include all appendices, exhibits, schedules and 

other attachments thereto and all documents, instruments or agreements issued or executed in 

replacement thereof, and (ii) shall mean such document, instrument or agreement, or replacement 

thereof, as amended, modified and supplemented from time to time in accordance with its terms 

and as the same is in effect at any given time. 

(g) Use of"Herein." Unless otherwise specified, the words "hereof," 

"herein" and "hereunder" and words of similar import when used in this Agreement shall refer to 

this Agreement as a whole and not to any particular provision ofthis Agreement. 

(h) Use of"lncluding." The words "include" and "including" and 


words of similar import when used in this Agreement are not limiting and shall be construed to 


be followed by the words "without limitation," whether or not they are in fact followed by such 


words. 


(i) Use of"During." The word "during" when used in this Agreement 

with respect to a period oftime shall be construed to mean commencing at the beginning ofsuch 

period and continuing until the end ofsuch period. 

9.7. Severability. Any provision of this Agreement which is prohibited or 

unenforceable in any jurisdiction shall be ineffective, but such ineffectiveness shall be limited as 

follows: (i) if such provision is prohibited or unenforceable in such jurisdiction only as to a 

particular Person or Persons and/or under any particular circumstance or circumstances, such 

provision shall be ineffective, but only in such jurisdiction and only with respect to such 

particular Person or Persons and/or under such particular circumstance or circumstances, as the 

case may be; (ii) without limitation of clause (i), such provision shall in any event be ineffective 

only as to such jurisdiction and only to the extent of such prohibition or unenforceability, and 

such prohibition or unenforceability in such jurisdiction shall not invalidate or render 

unenforceable such provision in any other jurisdiction; and (iii) without limitation of clauses (i) 

or (ii), such ineffectiveness shall not invalidate any ofthe remaining provisions ofthis 

Agreement. Without limitation ofthe preceding sentence, it is the intent of the parties to this 

Agreement that in the event that in any court proceeding, such court determines that any 

provision ofthis Agreement is prohibited or unenforceable in any jurisdiction (because ofthe 

duration or scope (geographic or otherwise) ofsuch provision, or for any other reason) such 

court shall have the power to, and shall, (x) modify such provision (including without limitation, 

to the extent applicable, by limiting the duration or scope ofsuch provision and/or the Persons· 

against whom, and/or the circumstances under which, such provision shall be effective in such 

jurisdiction) for purposes of such proceeding to the minimum extent necessary so that such 

provision, as so modified, may then be enforced in such proceeding and (y) enforce such 

provision, as so modified pursuant to clause (x), in such proceeding. Nothing in this 

Section 9.7(b) is intended to, or shall, limit (1) the ability of any party to this Agreement to 

appeal any court ruling or the effect of any favorable ruling on appeal or (2) the intended effect 

ofSection 9.2. 

[Remainder ofPage Intentionally Left Blank} 

9 

West RADC Venture 2010-2 

Initial Limited Liability Company Operating Agreement 

EXECUTION VERSION 
------------------

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by 

their respective officers or agents thereunto duly authorized on the date first above written. 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, IN ITS CAPACITIES AS 

RECEIVER WITH RESPECT TO THE 

SEPARATE RECEIVERSHIPS FOR EACH OF 

THE VARIOUS FAILED FINANCIAL 

INSTITUTIONS LISTED ON SCHEDULE I 

HERETO, as Initial Member 

By:______________________ 

Name: J. M. Elliott 

Title: Attorney-in-Fact 

WEST RADC VENTURE 2010-2, LLC 

By: 	 Federal Deposit Insurance Corporation, in 

its Capacities as Receiver with respect to the 

Separate Receiverships for each ofthe 

Various Failed Financial Institutions Listed 

on Schedule I hereto, as Sole Member and 

Manager 

By: 


Name: J. M. Elliott 


Title: Attorney-in-Fact 


West RADC Venture 2010-2 

Initial Limited Liability Company Operating Agreement 

EXECUTION VERSION 
SCHEDULE I 


West RADC Venture 2010-2, LLC 


List of Various Failed Financial Institutions 


Bank Name CitY State Fund Closin2: Date 

Desert Hills Bank Phoenix AZ 10205 8/27/2010 

Independent Bankers' Bank Springfield IL 10166 12/18/2009 

AmTrust Bank Cleveland OH 10155 12/4/2009 

Irwin Union Bank & Trust Company Columbus IN 10120 9/18/2009 

Irwin Union Bank F.S.B. Columbus IN 10121 9/18/2009 

Warren Bank Warren MI 10125 10/02/2009 

Barnes Banking Company Kaysville UT 10171 1/15/2010 

Centennial Bank Ogden UT 10193 3/05/2010 

The Bank of Bonifay Bonifay FL 10234 5/07/2010 

EXECUTION VERSION 
EXHIBIT A 

FORM OF 

CERTIFICATE OF FORMATION 


OF 


WEST RADC VENTURE 2010-2, LLC 


Pursuant to and in accordance with the provisions of Section 18-201 of the 

Delaware Limited Liability Company Act, the undersigned hereby certifies that: 

FIRST, the name of the limited liability company is WEST RADC VENTURE 

2010-2, LLC (the "Company"). 

SECOND, the address of the registered office of the Company in the State of 

Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of 

New Castle. The name of the registered agent at such address is The Corporation Trust 

Company. 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of 

Formation ofthe Company on this 1st day of December, 2010. 

By: Is/ Heidi Silverberg 

Name: Heidi Silverberg 

Title: Attorney-in-Fact 

EXECUTION VERSION 
Exhibit B 

Form of Asset Value Schedule 

West RADC Venture 2010-2 


Limited Liability Company Interest Sale and Assignment Agreement 


EXECUTION VERSION 

Exhibit C 

[FORM OF TRANSFEREE ACKNOWLEDGMENT AND CERTIFICATION] 


TRANSFEREE ACKNOWLEDGMENT AND CERTIFICATION 


West RADC Venture 2010-2 


Limited Liability Company Interest Sale and Assignment Agreement 


EXECUTION VERSION 

TRANSFEREE ACKNOWLEDGMENT AND CERTIFICATION 

Reference is made to the Limited Liability Company Interest Sale and 

Assignment Agreement dated December 7, 2010 (the "Transferred LLC Interest Sale 

Agreement") by and among CVB, Branch 49, LLC, a Utah limited liability company 

(the "Private Owner"), the Federal Deposit Insurance Corporation, as receiver for the 

various failed financial institutions listed on Schedule I hereto (including its successors 

and assigns thereto, the "Initial Member"), and West RADC Venture 2010-2, LLC, a 

Delaware limited liability company (the "Company"). Capitalized terms used, and not 

otherwise defined, in this Transferee Acknowledgement and Certification have the 

meanings given in the Transferred LLC Interest Sale Agreement. 

The undersigned, the Private Owner, hereby acknowledges and certifies to the 

Initial Member that it has read and understands, and is prepared to cause the Company to 

comply with, the obligations imposed upon the Company under the Contribution 

Agreement and the Transaction Documents. Without limiting the foregoing, and subject 

to the provisions of the Contribution Agreement and the Transaction Documents, the 

Private Owner is aware of and prepared to cause the Company to comply with the 

obligations as specified in the Contribution Agreement (i) to remove the Initial Member 

and the Failed Banks as a party to any litigation or actions with respect to the Assets (as 

defined in the Agreement of Common Definitions) (including without limitation the 

actions on the List (as defined below)), and to substitute the Company as the real partyin-interest in any such litigation or actions and (ii) to take all actions necessary to file (x) 

proofs of claims in pending bankruptcy cases involving any Assets for which the Initial 

Member or the Failed Banks has not already filed a proof of claim, and (y) all documents 

required by Rule 3001 of the Federal Rules of Bankruptcy Procedure and to take all such 

similar actions as may be required in any relevant jurisdiction in any pending bankruptcy 

or insolvency case or proceeding in such jurisdiction involving any Assets in order to 

evidence and assert the Company's rights. 

Attached hereto as Schedule II is a list of litigation made available with respect to 

the Assets (the "List"). The undersigned acknowledges that the Initial Member makes no 

representation or warranty as to the completeness or accuracy of the List or the 

information contained or referred to therein and that (without limitation of the foregoing) 

there may be additional litigation or bankruptcy actions pending against the Failed Banks 

or the Initial Member with respect to the Assets or with respect to other parties with 

respect to the Assets. 

[Signature page follows] 

West RADC Venture 2010-2 

Transferee Acknowledgement 

EXECUTION VERSION 
CVB, Branch 49, LLC, a Utah limited liability 

company 

By: 

Name: N. George Daines 

Title: Manager 

[SIGNATURE PAGE TO TRANSFEREE ACKNOWLEDGEMENT AND CERTIFICATION] 

West RADC Venture 2010-2 

Transferee Acknowledgement 

EXECUTION VERSION 
SCHEDULE I 


West RADC Venture 2010-2, LLC 


List of Various Failed Financial Institutions 


Bank Name em: State Fund Closin2 Date 

Desert Hills Bank Phoenix AZ 10205 8/27/2010 

Independent Bankers' Bank Springfield IL 10166 12/18/2009 

AmTrust Bank Cleveland OH 10155 12/4/2009 

Irwin Union Bank & Trust Company Columbus IN 10120 9/18/2009 

Irwin Union Bank F.S.B. Columbus IN 10121 9118/2009 

Warren Bank Warren MI 10125 10/02/2009 

Barnes Banking Company Kaysville UT 10171 1115/2010 

Centennial Bank Ogden UT 10193 3/05/2010 

The Bank of Bonifay Bonifay FL 10234 5/07/2010 

West RADC Venture 2010-2 

Transferee Acknowledgement 

EXECUTION VERSION 
SCHEDULE II TO TRANSFEREE ACKNOWLEDGEMENT AND 


CERTIFICATION 


LIST OF LITIGATION 


The Initial Member makes no representation or warranty as to the completeness or 

accuracy of the List or the information contained or referred to therein. Without 

limitation of the foregoing, there may be additional litigation or bankruptcy actions 

pending against the Failed Banks or the Initial Member with respect to the Assets or with 

respect to other parties with respect to the Assets. 

West RADC Venture 2010-2 

Transferee Acknowledgement 

EXECUTION VERSION 
Exhibit D 

[FORM OF JOINDER AND CONSENT AGREEMENT] 

JOINDER AND CONSENT AGREEMENT 

THIS JOINDER AND CONSENT AGREEMENT, dated as of December 7, 2010, is 

delivered pursuant to Section 1 (b) of the Limited Liability Company Interest Sale and 

Assignment Agreement, dated as ofDecember 7, 2010, by and among CVB, BRANCH 49, LLC, 

a limited liability company organized and existing under the laws of Utah (the "Private 

Owner"), the Federal Deposit Insurance Corporation (in any capacity, the "FDIC"), in its 

separate capacities as receiver with for each of the various failed financial institutions listed on 

Schedule I hereto (including its successors and assigns thereto) (collectively, the "Initial 

Member"), and West RADC Venture 2010-2, LLC, a limited liability company organized and 

existing under the laws of Delaware (the "Company") (the "Transferred LLC Interest Sale 

Agreement"). Capitalized terms used herein without definition are used as defined in the 

Transferred LLC Interest Sale Agreement. 

By executing and delivering this Joinder and Consent Agreement, the Private Owner 

hereby becomes a party to the Asset Contribution and Sale Agreement, dated as of the date of 

this Joinder and Consent Agreement, by and between the Initial Member and the Company (the 

"Contribution Agreement") with the same force and effect as if originally named as a party to 

the Contribution Agreement and, without limiting the generality of the foregoing, consents to 

and assumes all obligations and liabilities imposed upon the Private Owner pursuant to the 

Contribution Agreement. The Private Owner hereby agrees to be bound for all intents and 

purposes as a party to the Contribution Agreement. 

[Remainder ofpage intentionally left blank} 

West RADC Venture 2010-2 

Limited Liability Company Interest Sale and Assignment Agreement 

EXECUTION VERSION 
IN WITNESS WHEREOF, the Private Owner has caused this Joinder and Consent 

Agreement to be duly executed and delivered as of the date first above written. 

CVB, BRANCH 49, LLC, as the Private Owner 

By: ________________________________ 

Name: N. George Daines 

Title: Manager 

ACKNOWLEDGED AND AGREED as ofthe date 

first above written: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, as receiver for the various 

failed financial institutions listed on Schedule I 

hereto, as the Initial Member 

By: ________________________________ 

Name: J. M. Elliott 

Title: Attorney-in-Fact 

WEST RADC VENTURE 2010-2, LLC, as the Company 

By: 	 Federal Deposit Insurance Corporation, as 

receiver for various failed financial 

institutions listed on Schedule I hereto, as 

Sole Member and Manager 

By: ___________________________ 


Name: J. M. Elliott 


Title: Attorney-in-Fact 


West RADC Venture 2010-2 

Limited Liability Company Interest Sale and Assignment Agreement 

EXECUTION VERSION 
SCHEDULE I TO JOINDER AND CONSENT AGREEMENT 


List of Failed Financial Institutions 

Bank Name C!!Y State Fund Closine Date 

Desert Hills Bank Phoenix AZ 10205 8/27/2010 

Independent Bankers' Bank Springfield IL 10166 12118/2009 

AmTrust Bank Cleveland OH 10155 12/4/2009 

Irwin Union Bank & Trust Com_Qan_y Columbus IN 10120 9/18/2009 

Irwin Union Bank F.S.B. Columbus IN 10121 9/18/2009 

Warren Bank Warren MI 10125 10/02/2009 

Barnes Banking Company Kaysville UT 10171 1115/2010 

Centennial Bank Ogden UT 10193 3/05/2010 

The Bank of Bonifay Bonifay FL 10234 5/07/2010 

West RADC Venture 2010-2 

Limited Liability Company Interest Sale and Assignment Agreement 

EXECUTION VERSION