AMENDED AND RESTATED TRUST AGREEMENT amongTrust Agreement • November 13th, 2006 • United Bancorporation of Alabama Inc • State commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of September 27, 2006, among (i) United Bancorporation of Alabama, Inc., a Delaware corporation (including any successors or permitted assigns, the “Depositor”), (ii) Wilmington Trust Company, a Delaware banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iii) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Robert R. Jones, III, an individual, and Allen O. Jones, Jr., an individual, each of whose address is c/o United Bancorporation of Alabama, Inc., P.O. Box 8, Atmore, Alabama 36502, 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.
JUNIOR SUBORDINATED INDENTURE between UNITED BANCORPORATION OF ALABAMA, INC. and WILMINGTON TRUST COMPANY, as Trustee _____________________ Dated as of September 27, 2006 _____________________United Bancorporation of Alabama Inc • November 13th, 2006 • State commercial banks • New York
JUNIOR SUBORDINATED INDENTURE, dated as of September 27, 2006, between United Bancorporation of Alabama, Inc., a Delaware corporation (the “Company”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Trustee (in such capacity, the “Trustee”).
GUARANTEE AGREEMENT between UNITED BANCORPORATION OF ALABAMA, INC., As Guarantor, and WILMINGTON TRUST COMPANY, As Guarantee Trustee Dated as of September 27, 2006 UNITED BANCORP CAPITAL TRUST IIGuarantee Agreement • November 13th, 2006 • United Bancorporation of Alabama Inc • State commercial banks • New York
GUARANTEE AGREEMENT, dated as of September 27, 2006, executed and delivered by United Bancorporation of Alabama, Inc., a Delaware corporation (the “Guarantor”) having its principal office at P.O. Box 8, Atmore, Alabama 36502, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, 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 United Bancorp Capital Trust II, a Delaware statutory trust (the “Issuer”).
COMMON SECURITIES SUBSCRIPTION AGREEMENTCommon Securities Subscription Agreement • November 13th, 2006 • United Bancorporation of Alabama Inc • State commercial banks • New York
COMMON SECURITIES SUBSCRIPTION AGREEMENT, dated as of September 27, 2006 (this “Agreement”), between United Bancorp Capital Trust II, a statutory trust created under the laws of the State of Delaware (the “Trust”), and United Bancorporation of Alabama, Inc., a Delaware corporation (the “Buyer”), relating to the Trust’s common securities (liquidation amount of $1,000 per security) representing undivided beneficial interests in the assets of the Trust (the “Common Securities”). Capitalized terms used herein and not otherwise defined herein have the respective meanings ascribed thereto in the Purchase Agreement (as defined below).
PURCHASE AGREEMENT AMONG UNITED BANCORPORATION OF ALABAMA, INC., UNITED BANCORP CAPITAL TRUST II AND TWE, LTD.,Purchase Agreement • November 13th, 2006 • United Bancorporation of Alabama Inc • State commercial banks • New York
THIS PURCHASE AGREEMENT, dated as of September 27, 2006, is entered into among, United Bancorporation of Alabama, Inc., a Delaware corporation (the “Company”), United Bancorp Capital Trust II, a Delaware statutory trust (the “Trust,” and, together with the Company, the “Sellers”), and TWE, Ltd., an exempted company incorporated under the laws of the Cayman Islands (including any assignee thereof, the “Purchaser”).
JUNIOR SUBORDINATED NOTE SUBSCRIPTION AGREEMENTJunior Subordinated Note Subscription Agreement • November 13th, 2006 • United Bancorporation of Alabama Inc • State commercial banks • New York
THIS JUNIOR SUBORDINATED NOTE SUBSCRIPTION AGREEMENT, dated as of September 27, 2006 (this “Agreement”), between United Bancorporation of Alabama, Inc., a Delaware corporation (the “Company”), and United Bancorp Capital Trust II, a statutory trust created under the laws of the State of Delaware (the “Trust”), relating to the Junior Subordinated Notes due 2036 (the “Notes”), issuable pursuant to an Indenture, dated the date hereof, between the Company and Wilmington Trust Company, as Trustee (the “Indenture”).
