GUARANTEE AGREEMENT by and between SUPERIOR BANCORP, as Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Guarantee Trustee relating to SUPERIOR CAPITAL TRUST II Dated as of December 11, 2009Guarantee Agreement • March 11th, 2010 • Superior Bancorp • State commercial banks • New York
GUARANTEE AGREEMENT, dated as of December 11, 2009, between SUPERIOR BANCORP, a Delaware corporation (the “Guarantor”), having its principal office at 17 North Twentieth Street, Birmingham, Alabama 35203, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, 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 SUPERIOR CAPITAL TRUST II, a Delaware statutory trust (the “Issuer Trust”).
AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT Among SUPERIOR BANCORP, As Depositor THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. As Property Trustee BNY MELLON TRUST OF DELAWARE, As Delaware Trustee And THE SEVERAL HOLDERS OF THE...Declaration of Trust and Trust Agreement • March 11th, 2010 • Superior Bancorp • State commercial banks • Delaware
Exhibit A — Certificate of Trust Exhibit B — Form of Common Securities Certificate Exhibit C — Form of Capital Securities Certificate
EXCHANGE AGREEMENT and PLAN OF REORGANIZATION by and among SUPERIOR BANCORP SUPERIOR HOLDINGS, LLC AND CAMBRIDGE SAVINGS BANK Dated as of January 15, 2010Exchange Agreement • March 11th, 2010 • Superior Bancorp • State commercial banks • Delaware
EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION, dated as of January 15, 2010 (this “Agreement”) by and among Superior Bancorp, a Delaware corporation (the “Company”), Superior Holdings, LLC, an Alabama limited liability company (the “Subsidiary”), and Cambridge Savings Bank, a Massachusetts-chartered savings bank (the “Investor”).
FIRST SUPPLEMENTAL INDENTURE between SUPERIOR BANCORP and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Dated as of December 11, 2009First Supplemental Indenture • March 11th, 2010 • Superior Bancorp • State commercial banks • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of December 11, 2009 (the “First Supplemental Indenture”), between SUPERIOR BANCORP, a Delaware corporation (hereinafter sometimes called the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (hereinafter sometimes called the “Trustee”) under the Indenture dated as of December 11, 2009 between the Company and the Trustee (the “Indenture”).
EXCHANGE AGREEMENT by and among SUPERIOR BANCORP, SUPERIOR CAPITAL TRUST II AND THE UNITED STATES DEPARTMENT OF THE TREASURY Dated as of December 11, 2009Exchange Agreement • March 11th, 2010 • Superior Bancorp • State commercial banks • New York
EXCHANGE AGREEMENT, dated as of December 11, 2009 (this “Agreement”) by and among Superior Bancorp, a Delaware corporation (the “Company”), Superior Capital Trust II (the “Trust”), a Delaware statutory trust created under the Delaware Statutory Trust Act (as defined in the Trust Agreement), and the United States Department of the Treasury (the “Investor”). All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Securities Purchase Agreement.
