CREDIT AGREEMENT DATED AS OF JULY 22, 2015 AMONG INDEPENDENT BANK GROUP, INC., THE LENDERS, U.S. BANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT AND U.S. BANK NATIONAL ASSOCIATION, AS SOLE LEAD ARRANGER AND BOOK RUNNERCredit Agreement • September 3rd, 2015 • Independent Bank Group, Inc. • State commercial banks
This Credit Agreement (the “Agreement”), dated as of July 22, 2015, is among INDEPENDENT BANK GROUP, INC., the Lenders and U.S. Bank National Association, a national banking association, as Administrative Agent. The parties hereto agree as follows:
NEGATIVE PLEDGE AGREEMENTNegative Pledge Agreement • September 3rd, 2015 • Independent Bank Group, Inc. • State commercial banks • New York
This NEGATIVE PLEDGE AGREEMENT (this “Agreement”) is made as of this 22nd day of July, 2015, by INDEPENDENT BANK GROUP, INC., a Texas corporation and a registered bank holding company (the “Borrower”), in favor of U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders (defined below) (the “Administrative Agent”).
REVOLVING CREDIT NOTERevolving Credit Note • September 3rd, 2015 • Independent Bank Group, Inc. • State commercial banks
FOR VALUE RECEIVED, INDEPENDENT BANK GROUP, INC., a Texas corporation and a registered bank holding company (the “Borrower”), hereby promises to pay to the order of FROST BANK, a Texas state bank (“Lender”), at its main office in San Antonio, Texas or at such other place as the holder hereof may from time to time in writing designate, in lawful money of the United States of America, the principal sum of Fifteen Million Dollars ($15,000,000.00), or so much thereof as has been advanced and remains outstanding pursuant to Section 2.1 of the Credit Agreement by and between the Borrower and Lender dated as of the date hereof (as the same may be amended, modified, supplemented, extended or restated from time to time, the “Credit Agreement”). The Borrower also promises to pay all accrued interest on the unpaid principal amount of each Revolving Loan payable at such rates and at such times as provided in the Credit Agreement, and shall pay all other costs, charges and fees due thereunder, all
VOTING AGREEMENTVoting Agreement • September 3rd, 2015 • Independent Bank Group, Inc. • State commercial banks • Texas
THIS VOTING AGREEMENT (this “Voting Agreement”) dated July 23, 2015, is executed by and among INDEPENDENT BANK GROUP, INC., a Texas corporation and registered bank holding company with its principal offices in McKinney, Texas (“IBG”), and GRAND BANK, a Texas banking association with its principal offices in Dallas, Texas (“Grand Bank”), and the shareholders of Grand Bank whose names are set forth on the signature page hereto (individually, a “Shareholder” and collectively, the “Shareholders”).
