0001193125-11-072125 Sample Contracts

INVESTORS RIGHTS AGREEMENT between SWS GROUP, INC., HILLTOP HOLDINGS INC. OAK HILL CAPITAL PARTNERS III, L.P., and OAK HILL CAPITAL MANAGEMENT PARTNERS III, L.P. Dated as of [___]
Investors Rights Agreement • March 21st, 2011 • SWS Group Inc • Security brokers, dealers & flotation companies • Delaware

INVESTOR RIGHTS AGREEMENT, dated as of [ ], 2011 (this “Agreement”), between SWS Group, Inc., a Delaware corporation (the “Company”), Hilltop Holdings Inc., a Maryland corporation (“Hilltop”), Oak Hill Capital Partners III, L.P., a Cayman Islands exempted limited partnership and Oak Hill Capital Management Partners III, L.P., a Cayman Islands exempted limited partnership (together, “Oak Hill”) (each of Hilltop and Oak Hill, an “Investor” and together the “Investors”).

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CREDIT AGREEMENT among SWS GROUP, INC., as Borrower, The Subsidiaries of SWS Group, Inc. from Time to Time Parties Hereto, as Guarantors, The Several Lenders from Time to Time Parties Hereto, and as Administrative Agent Dated as of , 2011
Credit Agreement • March 21st, 2011 • SWS Group Inc • Security brokers, dealers & flotation companies • New York

CREDIT AGREEMENT (this “Agreement”), dated as of [ ] [ ], 2011 among SWS GROUP, INC., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower from time to time parties to the Agreement, as Guarantors, the several banks and other institutions or entities from time to time parties to this Agreement (the “Lenders”), and [ ], as Administrative Agent.

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