Cadence Financial Corp Sample Contracts

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NBC CAPITAL CORPORATION (a Mississippi corporation) 2,400,000 Shares of Common Stock (Par Value $1.00 Per Share) PURCHASE AGREEMENT
Purchase Agreement • May 15th, 2006 • NBC Capital Corp • National commercial banks • New York
W I T N E S S E T H
Employment Agreement • October 9th, 1998 • NBC Capital Corp • National commercial banks
CADENCE FINANCIAL CORPORATION [ ] Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • July 28th, 2009 • Cadence Financial Corp • National commercial banks • Virginia

Cadence Financial Corporation, a Mississippi corporation (the “Company”), confirms its agreement with each of the Underwriters listed on Schedule I hereto (collectively, the “Underwriters”), for whom FBR Capital Markets & Co. is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company of [ ] shares (the “Initial Shares”) of common stock, par value $1.00 per share (the “Common Stock”), of the Company, and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of Common Stock set forth opposite the names of the Underwriters in Schedule I hereto, and (ii) the grant of the option described in Section 1(b) hereof to purchase all or any part of [ ] additional shares of Common Stock to cover over-allotments (the “Option Shares”), if any, from the Company to the Underwriters, acting severally and not jointly, in the respective numbers of shares of Common Stock set forth opposite the names of e

AND
Merger Agreement • May 12th, 1999 • NBC Capital Corp • National commercial banks • Delaware
APPENDIX A DEFINITIVE AGREEMENT AND
Merger Agreement • January 15th, 1999 • NBC Capital Corp • National commercial banks • Mississippi
FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • April 1st, 2004 • NBC Capital Corp • National commercial banks • New York

THIS FIRST SUPPLEMENTAL INDENTURE dated as of March 31, 2004 is by and among U.S. BANK NATIONAL ASSOCIATION (as successor-in-interest to State Street Bank and Trust Company of Connecticut, National Association), a national banking association (herein, together with its successors in trust, the “Trustee”) and NBC CAPITAL CORPORATION, INC. (the “Successor Company”), a Mississippi corporation and the successor by merger with Enterprise Bancshares, Inc. (the “Existing Issuer”), a Tennessee corporation and the “Company” under the Indenture referred to below.

EXHIBIT 10.7 EMPLOYMENT AGREEMENT DATED JANUARY 2, 2001 BY AND BETWEEN NATIONAL BANK OF COMMERCE AND RICHARD T. HASTON
Employment Agreement • March 30th, 2001 • NBC Capital Corp • National commercial banks
EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2007 • Cadence Financial Corp • National commercial banks • Mississippi

This EMPLOYMENT AGREEMENT (the “Agreement”) is hereby entered into as of the 14th day of March, 2007 (the “Effective Date”), between Cadence Bank, N.A., a national bank (the “Bank”), and Mark A. Abernathy (the “Employee”).

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN NBC CAPITAL CORPORATION AND SEASONS BANCSHARES, INC. DATED AS OF MARCH 21, 2006
Merger Agreement • March 22nd, 2006 • NBC Capital Corp • National commercial banks • Mississippi

This AGREEMENT AND PLAN OF MERGER (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is executed this 21st day of March 2006 (“Execution Date”) by and between NBC CAPITAL CORPORATION, a Mississippi corporation (“NBC”), and SEASONS BANCSHARES, INC., a Georgia corporation (“Seasons”).

AGREEMENT AND PLAN OF REORGANIZATION by and between TRUSTMARK CORPORATION and CADENCE FINANCIAL CORPORATION Dated as of September 21, 2010
Agreement and Plan of Reorganization • September 23rd, 2010 • Cadence Financial Corp • National commercial banks • Mississippi

This Agreement and Plan of Reorganization (“Agreement”) dated as of September 21, 2010 is by and between Trustmark Corporation, a Mississippi corporation (“Trustmark”) and Cadence Financial Corporation, a Mississippi corporation (“Cadence”).

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND BETWEEN CADENCE FINANCIAL CORPORATION, CADENCE FINANCIAL CORPORATION OF GEORGIA AND SEASONS BANCSHARES, INC. DATED AS OF SEPTEMBER 22, 2006
Agreement and Plan of Merger • September 25th, 2006 • Cadence Financial Corp • National commercial banks • Mississippi

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is executed this 22nd day of September 2006 (“Execution Date”) by and between CADENCE FINANCIAL CORPORATION, a Mississippi corporation (“Parent”), CADENCE FINANCIAL CORPORATION OF GEORGIA, a Mississippi corporation and wholly owned subsidiary of Cadence Financial Corporation (“Merger Sub”) and SEASONS BANCSHARES, INC., a Georgia corporation (“Seasons”).

SECTION 1 AGREEMENT TO PURCHASE AND SELL
Agreement to Purchase and Sell Stock • April 5th, 2001 • NBC Capital Corp • National commercial banks • Mississippi
November 17, 2010 Board of Directors C/O Lewis F. Mallory, Jr., Chairman Cadence Financial Corporation
Written Agreement • November 19th, 2010 • Cadence Financial Corp • National commercial banks
AGREEMENT AND PLAN OF MERGER by and between COMMUNITY BANCORP LLC and CADENCE FINANCIAL CORPORATION Dated as of October 6, 2010
Merger Agreement • October 7th, 2010 • Cadence Financial Corp • National commercial banks • Mississippi

This Agreement and Plan of Merger (“Agreement”) dated as of October 6, 2010 is by and between Community Bancorp LLC, a Delaware limited liability company (“CBC”), Maroon Acquisition Corp., a Mississippi corporation (“Merger Sub”) and Cadence Financial Corporation, a Mississippi corporation (“Cadence”).

FIRST AMENDMENT TO DEFINITIVE AGREEMENT AND PLAN OF REORGANIZATION AND MERGER BY AND BETWEEN NBC CAPITAL CORPORATION AND FIRST NATIONAL CORPORATION OF WEST POINT
Definitive Agreement and Plan of Reorganization and Merger • January 15th, 1999 • NBC Capital Corp • National commercial banks
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN ENTERPRISE BANCSHARES, INC. AND NBC CAPITAL CORPORATION DATED AS OF DECEMBER 11, 2003 AGREEMENT AND PLAN OF MERGER
Merger Agreement • March 11th, 2004 • NBC Capital Corp • National commercial banks • Mississippi

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 11, 2003, by and between ENTERPRISE BANCSHARES, INC. (“Enterprise”), a corporation organized under the laws of the State of Tennessee, with its principal office located in Memphis, Tennessee, and NBC CAPITAL CORPORATION (“NBC”), a corporation organized and existing under the laws of the State of Mississippi, with its principal office located in Starkville, Mississippi.

Written Agreement by and between Docket No. 10-223-WA/RB-HC CADENCE FINANCIAL CORPORATION Starkville, Mississippi and FEDERAL RESERVE BANK OF ST. LOUIS St. Louis, Missouri
Written Agreement • November 19th, 2010 • Cadence Financial Corp • National commercial banks

WHEREAS, Cadence Financial Corporation, Starkville, Mississippi (“Cadence”), a registered bank holding company, owns and controls Cadence Bank, N.A., Starkville, Mississippi (the “Bank”), a national bank, and one nonbank subsidiary;

Contract
Pledge Agreement • December 19th, 2005 • NBC Capital Corp • National commercial banks • Georgia

PLEDGE AGREEMENT dated as of December 16, 2005 (this “Agreement”), between NBC CAPITAL CORPORATION, a Mississippi corporation (the “Borrower” or the “Pledgor”), and SUNTRUST BANK, a Georgia banking corporation (the “Secured Party”).

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 4th, 2009 • Cadence Financial Corp • National commercial banks • Mississippi

This Asset Purchase Agreement (“Agreement”) is made and entered on August 31, 2009, between and among Cadence Bank, N. A., a national banking association (“Cadence”), Galloway-Chandler-McKinney Insurance Agency, Inc., a Mississippi corporation (“GCM”) (collectively the “Sellers”) and GCM Insurance Agency, LLC, a Mississippi limited liability company (“Agency”), Galloway-Chandler-McKinney Insurance Agency of Columbus, LLC, a Mississippi limited liability company, (“Columbus”), Galloway-Chandler-McKinney Insurance Agency of Starkville, LLC, a Mississippi limited liability company (“Starkville”), Galloway-Chandler-McKinney Insurance Agency of West Point, LLC, a Mississippi limited liability company (“West Point”) and Galloway-Chandler-McKinney Insurance Agency of Monroe County, LLC, a Mississippi limited liability company (“Monroe”) (collectively “Buyers”).

SECTION 2 REPRESENTATIONS AND WARRANTIES OF SELLERS
Stock Purchase Agreement • April 5th, 2001 • NBC Capital Corp • National commercial banks • Mississippi
REVOLVING CREDIT AGREEMENT dated as of December 16, 2005 between NBC CAPITAL CORPORATION as Borrower and SUNTRUST BANK as Lender
Revolving Credit Agreement • December 19th, 2005 • NBC Capital Corp • National commercial banks • Georgia

THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of December 16, 2005, by and between NBC CAPITAL CORPORATION, a Mississippi corporation (the “Borrower”) and SUNTRUST BANK, a Georgia banking corporation (the “Lender”).

EXHIBIT B AGREEMENT AND PLAN OF MERGER ---------------- BY AND BETWEEN NBC CAPITAL CORPORATION AND FFBS BANCORP, INC. DATED AS OF FEBRUARY 3rd, 1999 B-1
Merger Agreement • April 14th, 1999 • NBC Capital Corp • National commercial banks • Delaware
AMENDMENT TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • March 13th, 2008 • Cadence Financial Corp • National commercial banks • Georgia

THIS AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Agreement” or this “Amendment”) is made and entered into as of December 16, 2007 (the “Effective Date”), by and between CADENCE FINANCIAL CORPORATION (f/k/a NBC Capital Corporation), a Mississippi corporation (“Borrower”) and SUNTRUST BANK, a Georgia banking corporation (“Lender”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

ARTICLE 1
Merger Agreement • August 10th, 1999 • NBC Capital Corp • National commercial banks • Mississippi
AGREEMENT BY AND BETWEEN Cadence Bank, N.A. Starkville, MS and The Comptroller of the Currency
Agreement Between Cadence Bank and the Comptroller of the Currency • April 21st, 2009 • Cadence Financial Corp • National commercial banks

Cadence Bank, N.A., Starkville, MS, (“Bank”) and the Comptroller of the Currency of the United States of America (“Comptroller”) wish to protect the interests of the depositors, other customers, and shareholders of the Bank, and, toward that end, wish the Bank to operate safely and soundly and in accordance with all applicable laws, rules and regulations.

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