GUARANTEE AGREEMENT by and between PLAINS CAPITAL CORPORATION and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION Dated as of July 31, 2001Guarantee Agreement • April 17th, 2009 • Plains Capital Corp • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of July 31, 2001, is executed and delivered by Plains Capital Corporation, a Texas corporation (the “Guarantor”), and State Street Bank and Trust Company of Connecticut, National Association, a national banking association, organized under the laws of the United States of America, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of PCC Statutory Trust I, a Connecticut statutory trust (the “Issuer”).
AMENDED AND RESTATED TRUST AGREEMENT among PLAINS CAPITAL CORPORATION, as Depositor WELLS FARGO BANK, N.A., as Property Trustee WELLS FARGO DELAWARE TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as Administrative...Trust Agreement • April 17th, 2009 • Plains Capital Corp • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of February 22, 2008, among (i) Plains Capital Corporation, a Texas corporation (including any successors or permitted assigns, the “Depositor”), (ii) Wells Fargo Bank, N.A., a national banking association, as property trustee (in such capacity, the “Property Trustee”), (iii) Wells Fargo Delaware Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Alan B. White, an individual, Jeff Isom, an individual, and DeWayne Pierce, an individual, each of whose address is c/o Plains Capital Corporation, 2911 Turtle Creek Blvd. Ste. 700, Dallas, Texas 75219, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.
GUARANTEE AGREEMENT between PLAINS CAPITAL CORPORATION, As Guarantor, and WELLS FARGO BANK, N.A., As Guarantee Trustee Dated as of February 22, 2008 PCC STATUTORY TRUST IVGuarantee Agreement • April 17th, 2009 • Plains Capital Corp • New York
GUARANTEE AGREEMENT, dated as of February 22, 2008, executed and delivered by PLAINS CAPITAL CORPORATION, a Texas corporation (the “Guarantor”) having its principal office at 2911 Turtle Creek Blvd. Ste. 700, Dallas, Texas 75219, and WELLS FARGO BANK, N.A., a national banking association, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of PCC Statutory Trust IV, a Delaware statutory trust (the “Issuer”).
PLAINSCAPITAL CORPORATION [ ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • October 21st, 2009 • Plainscapital Corp • State commercial banks • New York
PlainsCapital Corporation, a Texas corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of [ ] shares of Common Stock, par value $0.001, of the Company (the “Common Stock”), and certain shareholders of the Company named in Schedule 2 hereto (the “Selling Shareholders”) propose to sell to the several Underwriters an aggregate of [ ] shares of Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [ ] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The Underwritten Shares proposed to be sold by the Selling Shareholders are currently issued from the class of the Company’s Original Common Stock, par value $0.001 (
JUNIOR SUBORDINATED INDENTURE between PLAINS CAPITAL CORPORATION and WELLS FARGO BANK, N.A., as Trustee Dated as of February 22, 2008Indenture • April 17th, 2009 • Plains Capital Corp • New York
JUNIOR SUBORDINATED INDENTURE, dated as of February 22, 2008, between PLAINS CAPITAL CORPORATION, a Texas corporation (the “Company”), and WELLS FARGO BANK, N.A., a national banking association, as Trustee (in such capacity, the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 22nd, 2011 • Plainscapital Corp • State commercial banks • Texas
This Employment Agreement (this “Agreement”) is dated as of April 1, 2010 and is entered into by and between TODD SALMANS (“Executive”) and PLAINSCAPITAL CORPORATION, a Texas corporation (the “Company”), on behalf of itself and all of its subsidiaries (collectively “Employer”). As an inducement to continuing to render services and superior performance to Employer, Executive and Employer agree as follows:
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 16th, 2010 • Plainscapital Corp • State commercial banks
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of March 2, 2009, by and between PLAINS CAPITAL CORPORATION, a Texas corporation (the “Company”), on behalf of itself and all of its subsidiaries (collectively “Employer”) and JAMES HUFFINES (“Executive”) for purposes of amending that certain Employment Agreement dated as of January 1, 2009, by and between the Company and Executive (the “Agreement”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
PLAINS CAPITAL CORPORATION EMPLOYEE INCENTIVE STOCK OPTION AGREEMENTEmployee Incentive Stock Option Agreement • April 17th, 2009 • Plains Capital Corp
Employee Incentive Stock Option Agreement hereinafter called (the “Agreement”) made this day of , between Plains Capital Corporation, a Texas corporation, hereinafter called (the “Corporation”), and , an employee of the Corporation or one or more of its subsidiaries, hereinafter called (the “Employee” or “Optionee”).
RENEWAL, EXTENSION AND MODIFICATION AGREEMENTRenewal, Extension and Modification Agreement • August 1st, 2011 • Plainscapital Corp • State commercial banks • Texas
THIS RENEWAL, EXTENSION AND MODIFICATION AGREEMENT (“Agreement”) is entered into and effective this 26th day of July, 2011, by and among PLAINSCAPITAL CORPORATION, a Texas corporation (“Borrower”), and JPMORGAN CHASE BANK, NA, a national banking association [successor by merger to Bank One, NA (Illinois)] with its main office in Chicago, Illinois (“Lender”). Unless otherwise defined herein or unless the context indicates otherwise, any word herein beginning with a capitalized letter shall have the meaning ascribed to such word in that certain Loan Agreement (as amended, the “Loan Agreement”), dated as of September 22, 2004, between Borrower and Lender.
SMALL BUSINESS LENDING FUND – SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 28th, 2011 • Plainscapital Corp • State commercial banks • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the Effective Date set forth above (the “Signing Date”) between the Secretary of the Treasury (“Treasury”) and the Company named above (the “Company”), an entity existing under the laws of the Jurisdiction of Organization stated above in the Organizational Form stated above. The Company has elected to participate in Treasury’s Small Business Lending Fund program (“SBLF”). This Agreement contains the terms and conditions on which the Company intends to issue preferred stock to Treasury, which Treasury will purchase using funds appropriated under SBLF.
AGREEMENT AND PLAN OF MERGER by and among PLAINSCAPITAL CORPORATION, HILLTOP HOLDINGS INC. and MEADOW CORPORATION Dated as of May 8, 2012Agreement and Plan of Merger • May 9th, 2012 • Plainscapital Corp • State commercial banks • Texas
AGREEMENT AND PLAN OF MERGER, dated as of May 8, 2012 (this “Agreement”), by and among Hilltop Holdings Inc., a Maryland corporation (“Purchaser”), Meadow Corporation, a Maryland corporation and a direct, wholly owned subsidiary of Purchaser (“Merger Sub”), and PlainsCapital Corporation, a Texas corporation (“Company”).
SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • October 21st, 2009 • Plainscapital Corp • State commercial banks • Texas
This Seventh Amendment to Amended and Restated Loan Agreement (this “Amendment”) is made and entered into to be effective for all purposes as of June 19, 2009, by and between JPMORGAN CHASE BANK, NA, a national banking association [successor by merger to Bank One, NA (Illinois)] with its main office in Chicago, Illinois and with a banking office located at 420 Throckmorton Street, Suite 400, Fort Worth, Texas 76102 (“Lender”), and PLAINS CAPITAL CORPORATION, a Texas corporation (“Borrower”).
RESTRICTED STOCK AWARD AGREEMENT PLAINSCAPITAL CORPORATIONRestricted Stock Award Agreement • July 10th, 2009 • Plains Capital Corp • State commercial banks • Texas
This Restricted Stock Award Agreement (hereinafter called the “Agreement”) is made this day of , 2008, between PlainsCapital Corporation, a Texas corporation (hereinafter called the “Company”), and , an individual who will become an employee of the Company or one or more of its subsidiaries (hereinafter called the “Employee”) subject to and upon the consummation of the Merger (defined herein).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 9th, 2012 • Plainscapital Corp • State commercial banks • Texas
This Voting and Support Agreement (this “Agreement”) is made and entered into as of May 8, 2012, among Hilltop Holdings Inc., a Maryland corporation (“Purchaser”), and (“Shareholder”).
TWELFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • August 3rd, 2012 • Plainscapital Corp • State commercial banks • Texas
This Twelfth Amendment to Amended and Restated Loan Agreement (this “Amendment”) is made and entered into to be effective for all purposes as of July 30, 2012, by and between JPMORGAN CHASE BANK, NA, a national banking association [successor by merger to Bank One, NA (Illinois)] with its main office in Chicago, Illinois and with a banking office located at 420 Throckmorton Street, Suite 400, Fort Worth, Texas 76102 (“Lender”), and PLAINSCAPITAL CORPORATION, a Texas corporation (“Borrower”).
RENEWAL, EXTENSION AND MODIFICATION AGREEMENTRenewal, Extension and Modification Agreement • August 3rd, 2012 • Plainscapital Corp • State commercial banks • Texas
This Renewal, Extension and Modification Agreement (this “Amendment”) is made and entered into to be effective for all purposes as of July 30, 2012, by and between JPMORGAN CHASE BANK, NA, a national banking association [successor by merger to Bank One, NA (Illinois)] with its main office in Chicago, Illinois and with a banking office located at 420 Throckmorton Street, Suite 400, Fort Worth, Texas 76102 (“Lender”), and PLAINSCAPITAL CORPORATION, a Texas corporation (“Borrower”).
MODIFICATION AGREEMENTModification Agreement • January 25th, 2011 • Plainscapital Corp • State commercial banks • Texas
This Modification Agreement (this “Amendment”) is made and entered into to be effective for all purposes as of January 10, 2011, by and between JPMORGAN CHASE BANK, NA, a national banking association [successor by merger to Bank One, NA (Illinois)] with its main office in Chicago, Illinois and with a banking office located at 420 Throckmorton Street, Suite 400, Fort Worth, Texas 76102 (“Lender”), and PLAINSCAPITAL CORPORATION, a Texas corporation (“Borrower”).
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • April 17th, 2009 • Plains Capital Corp • Texas
This First Amendment to Amended and Restated Loan Agreement (this “Amendment”) is made and entered into to be effective for all purposes as of August 1, 2002, by and between BANK ONE, NA, a national banking association with its main office in Chicago, Illinois and with a banking office located at 420 Throckmorton Street, Suite 400, Fort Worth, Texas 76102 (“Lender”), and PLAINS CAPITAL CORPORATION, a Texas corporation (“Borrower”).
LOAN AGREEMENT dated October 27, 2004 by and between BANK ONE, NA (“Lender”) and PLAINS CAPITAL CORPORATION (“Borrower”)Loan Agreement • April 17th, 2009 • Plains Capital Corp
This LOAN AGREEMENT, dated October 27, 2004, is made by and between BANK ONE, NA, a national banking association (“Lender”), and PLAINS CAPITAL CORPORATION, a Texas corporation (“Borrower”), in respect of a loan in the maximum principal amount of Five Hundred Thousand and No/100 Dollars ($500,000.00). For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • April 17th, 2009 • Plains Capital Corp • Texas
This Employment Agreement (this “Agreement”) is dated as of January 1, 2009 and is entered into by and between Jerry L. Schaffner (“Executive”) and PLAINSCAPITAL CORPORATION, a Texas corporation (“PlainsCapital”), on behalf of itself and all of its subsidiaries (collectively “Employer”). As an inducement to continuing to render services and superior performance to Employer, Executive and Employer agree as follows:
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 16th, 2010 • Plainscapital Corp • State commercial banks
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of November 15, 2010, by and between PLAINSCAPITAL CORPORATION, a Texas corporation (the “Company”), on behalf of itself and all of its subsidiaries (collectively “Employer”) and ROSEANNA McGILL (“Executive”) for purposes of amending that certain Employment Agreement dated as of April 1, 2010, by and between the Company and Executive (the “Agreement”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
RESTRICTED STOCK UNIT AWARD AGREEMENT PLAINSCAPITAL CORPORATIONRestricted Stock Unit Award Agreement • November 10th, 2011 • Plainscapital Corp • State commercial banks
TENTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • January 25th, 2011 • Plainscapital Corp • State commercial banks • Texas
This Ninth Amendment to Amended and Restated Loan Agreement (this “Amendment”) is made and entered into to be effective for all purposes as of January 10, 2011, by and between JPMORGAN CHASE BANK, NA, a national banking association [successor by merger to Bank One, NA (Illinois)] with its main office in Chicago, Illinois and with a banking office located at 420 Throckmorton Street, Suite 400, Fort Worth, Texas 76102 (“Lender”), and PLAINSCAPITAL CORPORATION, a Texas corporation (“Borrower”).
FOURTH AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 9th, 2012 • Plainscapital Corp • State commercial banks • Texas
This Fourth Amendment to Agreement and Plan of Merger (the “Amendment”), made and entered into as of May 8, 2012, amends that certain Agreement and Plan of Merger by and among Plains Capital Corporation, a Texas corporation (“Parent”), PlainsCapital Bank, a Texas banking association (the “Bank”), First Southwest Holdings, Inc., a Delaware corporation (the “Company”), and Hill A. Feinberg, as Stockholders’ Representative, dated as of November 7, 2008, as amended by that certain First Amendment to Agreement and Plan of Merger, that certain Second Amendment to the Agreement and Plan of Merger and that certain Third Amendment to the Agreement and Plan of Merger (collectively, the “Merger Agreement”). Any terms used but not defined where first used shall have the meanings set forth in the Merger Agreement
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • April 17th, 2009 • Plains Capital Corp • Texas
THIS AMENDED AND RESTATED LOAN AGREEMENT (hereinafter calIed this “Agreement”) is made and entered into as of October 1, 2001, by and between PLAINS CAPITAL CORPORATION, a Texas corporation, whose address is Post Office Box 271, 5010 University, Lubbock, Texas 79408 (hereinafter called “Borrower”), and BANK ONE, NA, a national banking association with its main office in Chicago, Illinois and with a banking office located at 1301 South Bowen Road, Arlington, Tarrant County, Texas 76013, successor by merger to Bank One, Texas, National Association (hereinafter called “Lender”).
RESTRICTED STOCK UNIT AWARD AGREEMENT PLAINSCAPITAL CORPORATIONRestricted Stock Unit Award Agreement • March 23rd, 2010 • Plainscapital Corp • State commercial banks
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • April 17th, 2009 • Plains Capital Corp
This SECOND AMENDMENT TO OFFICE LEASE (this “Second Amendment”) is made and entered into as of November 14, 2008 (the “Amendment Date”), by and between H/H VICTORY HOLDINGS, L.P., a Delaware limited partnership (“Landlord”), and PLAINSCAPITAL CORPORATION, a Texas corporation (“Tenant”).
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 17th, 2009 • Plains Capital Corp • Texas
This Second Amendment to Agreement and Plan of Merger (the “Amendment”), made and entered into as of December 29, 2008, amends that certain Agreement and Plan of Merger by and among Plains Capital Corporation, a Texas corporation (“Parent”), PlainsCapital Bank, a Texas banking association (the “Bank”), First Southwest Holdings, Inc., a Delaware corporation (the “Company”), and Hill A. Feinberg, as Stockholders’ Representative, dated as of November 7, 2008, as amended by that certain First Amendment to Agreement and Plan of Merger (collectively, the “Merger Agreement”). Any terms used but not defined where first used shall have the meanings set forth in the Merger Agreement.
RENEWAL, EXTENSION AND MODIFICATION AGREEMENTRenewal, Extension and Modification Agreement • October 21st, 2009 • Plainscapital Corp • State commercial banks • Texas
This Renewal, Extension and Modification Agreement (this “Amendment”) is made and entered into to be effective for all purposes as of June 19, 2009, by and between JPMORGAN CHASE BANK, NA, a national banking association [successor by merger to Bank One, NA (Illinois)] with its main office in Chicago, Illinois and with a banking office located at 420 Throckmorton Street, Suite 400, Fort Worth, Texas 76102 (“Lender”), and PLAINS CAPITAL CORPORATION, a Texas corporation (“Borrower”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 26th, 2009 • Plains Capital Corp • State commercial banks • Texas
This REGISTRATION RIGHTS AGREEMENT, dated effective as of December 31, 2008 (this “Agreement”), is between Plains Capital Corporation, a Texas corporation (the “Company”), and Hill A. Feinberg, as Stockholders’ Representative (“Stockholders’ Representative”) on behalf of each of the entities and individuals listed on Schedule I hereto (each, a “Holder” and, collectively, the “Holders”).
PLAINS CAPITAL CORPORATION AND FIRST AMENDMENT TO GUARANTEE AGREEMENT Dated as of August 7, 2006 AMENDING THE GUARANTEE AGREEMENT Dated as of July 31, 2001Guarantee Agreement • April 17th, 2009 • Plains Capital Corp • New York
FIRST AMENDMENT TO GUARANTEE AGREEMENT, dated as of July 31, 2006 (the “First Amendment”), between PLAINS CAPITAL CORPORATION, a Texas corporation (the “Guarantor”), and U.S. BANK NATIONAL ASSOCIATION (as successor to State Street Bank and Trust Company of Connecticut, National Association), a national banking association, as trustee (the “Guarantee Trustee”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 16th, 2010 • Plainscapital Corp • State commercial banks
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of November 15, 2010, by and among FIRST SOUTHWEST HOLDINGS, LLC, a Delaware limited liability company, on behalf of itself and all of its subsidiaries (collectively “Employer”), PLAINS CAPITAL CORPORATION, a Texas corporation (the “Company”), and W. ALLEN CUSTARD III (“Executive”) for purposes of amending that certain Employment Agreement dated as of December 18, 2008, by and among Employer, the Company and Executive, as previously amended by that certain First Amendment to Employment Agreement dated as of March 2, 2009 (the “Agreement”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • April 17th, 2009 • Plains Capital Corp
This FIRST AMENDMENT TO OFFICE LEASE (this “Amendment”) is made and entered into as of March , 2007 (the “Amendment Date”), by and between BLOCK L LAND, L.P., a Texas limited partnership (“Landlord”), and PLAINSCAPITAL CORPORATION, a Texas corporation (“Tenant”).
JOINT FILING AGREEMENT February 15, 2010Joint Filing Agreement • February 16th, 2010 • Plainscapital Corp • State commercial banks
Pursuant to, and in accordance with, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • April 29th, 2010 • Plainscapital Corp • State commercial banks • Texas
This Eighth Amendment to Amended and Restated Loan Agreement (this “Amendment”) is made and entered into to be effective for all purposes as of April 23, 2010, by and between JPMORGAN CHASE BANK, NA, a national banking association [successor by merger to Bank One, NA (Illinois)] with its main office in Chicago, Illinois and with a banking office located at 420 Throckmorton Street, Suite 400, Fort Worth, Texas 76102 (“Lender”), and PLAINS CAPITAL CORPORATION, a Texas corporation (“Borrower”).
