AMENDMENT TO GUARANTEE AGREEMENT
THIS AMENDMENT TO PREFERRED SECURITIES GUARANTEE AGREEMENT
(this "Amendment"), made and executed as of August 11, 2000 by
and among INDEPENDENT BANKSHARES, INC., a Texas corporation
("Independent"), U.S. TRUST COMPANY OF TEXAS, N.A., a national
bank with trust powers, as trustee (the "Trustee"), and STATE
NATIONAL BANCSHARES, INC., a Texas corporation ("State
National").
RECITALS
WHEREAS, pursuant to that certain Agreement and Plan of
Reorganization (the "Agreement and Plan of Reorganization") made
and entered into as of the 1st day of March, 2000, by and between
Independent and State National, State National will acquire all
of the issued and outstanding stock of Independent in the merger
of New FSB, Inc., a wholly owned subsidiary of State National,
with and into Independent with Independent surviving as a wholly
owned subsidiary of State National (the "Merger") effective
August 11, 2000 (the "Effective Time").
WHEREAS, Independent has heretofore entered into that
certain Preferred Securities Guarantee Agreement dated as of
September 22, 1998 (the "Guarantee Agreement") between
Independent and the Trustee, pursuant to which Independent
irrevocably and unconditionally guaranteed to pay the Guarantee
Payments and certain other payments (together, the
"Obligations"), to the holders from time to time of 8.50%
Cumulative Trust Preferred Securities due 2028 of Independent
Capital Trust, a Delaware business trust (the "Trust"),
representing undivided beneficial interests in the assets of the
Trust.
WHEREAS, pursuant to the Agreement and Plan of
Reorganization, State National has agreed to assume joint and
several liability for all of the obligations of Independent under
the Guarantee Agreement.
NOW, THEREFORE, each party hereto agrees as follows for the
benefit of each other party and for the equal and ratable benefit
of the Holders of the Debentures.
1. DEFINITIONS
1.1 Defined Terms. Capitalized terms used in this Amendment and
not otherwise defined herein shall have the meaning assigned to
such terms in the Guarantee Agreement.
2. ASSUMPTION OF OBLIGATIONS
2.1 Assumption. As of the Effective Time, State National hereby
unconditionally assumes joint and several liability for all of
the obligations of Independent under the Guarantee Agreement with
the same effect as if State National had been originally named
therein. Notwithstanding the foregoing, Independent shall remain
obligated under the Guarantee Agreement in accordance with its
terms.
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2.2 Trustee's Acceptance. The Trustee affirms its acceptance of
the trusts created by the Guarantee Agreement, as supplemented by
this Amendment, and agrees to perform the same upon the terms and
conditions of the Guarantee Agreement, as amended by this
Amendment.
3. MISCELLANEOUS
3.1 Confirmation. The Guarantee Agreement, as amended and
supplemented by this Amendment, is in all respects confirmed and
preserved.
3.2 Effectiveness. This Amendment shall be effective as of the
Effective Time, being the time of the effectiveness of the
Merger.
3.3 Recitals. The recitals contained herein shall be taken as
the statements of Independent and State National and the Trustee
assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of
this Amendment.
3.4 Governing Law. This Amendment shall be governed by and
construed in accordance with laws of the jurisdiction which
govern the Guarantee Agreement and its construction.
3.5 Counterparts. This Amendment may be executed in any number
of counterparts each of which shall be an original, but such
counterparts shall together constitute but one and the same
instrument.
(Signature page follows)
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above
written.
INDEPENDENT BANKSHARES, INC.
By: /s/ XXXXX X. XXXXXXXXXX
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Name: Xxxxx X. Xxxxxxxxxx
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Title: President and CEO
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STATE NATIONAL BANCSHARES, INC.
By: /s/ XXX X. XXXXXXX
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Name: Xxx X. Xxxxxxx
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Title: Chairman and CEO
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U.S. TRUST COMPANY OF TEXAS, N.A.
By: /s/ XXXX XXXXXX
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Name: Xxxx Xxxxxx
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Title: Vice President
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