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”).
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 • April 17th, 2009 • Plains Capital Corp • Texas
This Employment Agreement (this “Agreement”) is dated as of December 18, 2008 and is entered into by and among Hill A. Feinberg (“Executive”), FIRST SOUTHWEST HOLDINGS, LLC, a Delaware limited liability company, on behalf of itself and all of its subsidiaries (collectively, “Employer”) and PLAINS CAPITAL CORPORATION, a Texas corporation (“Plains Capital”). As an inducement to continuing to render services and superior performance to Employer, Executive, Employer and Plains Capital agree as follows:
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 17th, 2009 • Plains Capital Corp
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of March 2, 2009, 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 HILL A. FEINBERG (“Executive”) for purposes of amending that certain Employment Agreement dated as of December 18, 2008, by and among Employer, 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 • April 17th, 2009 • Plains Capital Corp • Texas
THIS RENEWAL, EXTENSION AND MODIFICATION AGREEMENT (“Agreement”) is entered into and effective this 27th day of October, 2006, by and among PLAINS CAPITAL 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 October 27, 2004, between Borrower and Lender.
FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • April 17th, 2009 • Plains Capital Corp • Texas
This Fourth Amendment to Amended and Restated Loan Agreement (this “Amendment”) is made and entered into to be effective for all purposes as of November 21, 2005, 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 • April 17th, 2009 • Plains Capital Corp • Texas
This Restricted Stock Award Agreement (hereinafter called the “Agreement”) is made this 18th day of December, 2008, between PlainsCapital Corporation, a Texas corporation (hereinafter called the “Company”), and Hill A. Feinberg, an individual who as of the Closing Date (defined herein) 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).
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:
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”).
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.
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”).
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”).
OFFICE LEASE between BLOCK L LAND, L.P., as Landlord and PLAINSCAPITAL CORPORATION, as Tenant ONE VICTORY PARK DALLAS, TEXAS February 7, 2007Office Lease • April 17th, 2009 • Plains Capital Corp • Texas
This OFFICE LEASE (this “Lease”) is entered into as of the Lease Date by and between BLOCK L LAND, L.P., a Texas limited partnership (“Landlord”), and PLAINSCAPITAL CORPORATION, a Texas corporation (“Tenant”). For good and valuable consideration, Landlord and Tenant agree as follows.
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • April 17th, 2009 • Plains Capital Corp • Texas
This Third Amendment to Amended and Restated Loan Agreement (this “Amendment”) is made and entered into to be effective for all purposes as of June 1, 2004, 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”).
AMENDED AND RESTATED SUBORDINATE CREDIT AGREEMENT dated December 19, 2007 by and between JP MORGAN CHASE BANK, N.A. (“Lender”) and PLAINS CAPITAL CORPORATION (“Borrower”)Subordinate Credit Agreement • April 17th, 2009 • Plains Capital Corp
This AMENDED AND RESTATED SUBORDINATE CREDIT AGREEMENT, dated December 19, 2007, is made by and between JP MORGAN CHASE BANK, NA, a national banking association (“Lender”), and PLAINS CAPITAL CORPORATION, a Texas corporation (“Borrower”), in respect of a credit facility in the maximum principal amount of Twenty Million and No/100 Dollars ($20,000,000.00). This Agreement is an amendment and restatement in its entirety of that certain Subordinate Credit Agreement, dated October 27, 2004, by and between Borrower and Lender. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
AGREEMENT AND PLAN OF MERGER Dated as of November 7, 2008 among PLAINS CAPITAL CORPORATION, PLAINSCAPITAL BANK, FIRST SOUTHWEST HOLDINGS, INC. and HILL A. FEINBERG as Stockholders’ RepresentativeAgreement and Plan of Merger • April 17th, 2009 • Plains Capital Corp • Texas
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 7, 2008, is among Plains Capital Corporation, a Texas corporation (“Parent”), PlainsCapital Bank, a Texas banking association (the “Bank”), that will form, and assign its rights and obligations hereunder to, FSWH Acquisition LLC, a Delaware limited liability company that will be a wholly-owned direct Subsidiary (as defined below) of Bank (“Merger Sub”), First Southwest Holdings, Inc., a Delaware corporation (the “Company”), and Hill A. Feinberg, as Stockholders’ Representative.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 17th, 2009 • Plains Capital Corp • Texas
This First Amendment to Agreement and Plan of Merger (the “Amendment”), made and entered into as of December 8, 2008, amends that certain Agreement and Plan of Merger by and among Plains Capital Corporation, a Texas corporation, 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 (the “Merger Agreement”). Any terms used but not defined where first used shall have the meanings set forth in the Merger Agreement.
PLAINS CAPITAL CORPORATION AND FIRST AMENDMENT TO AMENDED AND RESTATED DECLARATION OF TRUST Dated as of August 7, 2006 AMENDING THE AMENDED AND RESTATED DECLARATION OF TRUST Dated as of July 31, 2001Declaration of Trust • April 17th, 2009 • Plains Capital Corp • Connecticut
FIRST AMENDMENT TO AMENDED AND RESTATED DECLARATION OF TRUST, dated as of August 7, 2006 (the “First Amendment”), among PLAINS CAPITAL CORPORATION, a Texas corporation (the “Sponsor”), 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 “Institutional Trustee”) and Alan B. White, George McCleskey and Jeff Isom, as administrators (collectively, the “Administrators”) each of whose address is c/o Plains Capital Corporation, 2911 Turtle Creek Boulevard, Suite 700, Dallas, Texas 75219 (the Administrators and the Institutional Trustee being referred to collectively as the “Trustees”).
Credit Agreement (Advances related to PlainsCapital Equity, LLC)Credit Agreement • April 17th, 2009 • Plains Capital Corp • Texas
This agreement dated as of October 13, 2006, is between JPMorgan Chase Bank, N.A. (together with its successors and assigns, the “Bank”), whose address is 420 Throckmorton, 4th Floor, Fort Worth, TX 76102-3700, and Plains Capital Corporation, a Texas corporation, whose address is 2911 Turtle Creek Blvd, Suite 700, Dallas, TX 75219 (whether one or more, and if more than one, individually and collectively, the “Borrower”).
