Exhibit 10.1**LOAN AGREEMENT**     THIS LOAN AGREEMENT (this “Agreement”) is made and entered into as ofJanuary 26, 2007, by and between **SUPERIOR BANCORP,**formerly known as The Banc Corporation, aDelaware corporation (“Borrower”), and **U.S. BANK NATIONAL ASSOCIATION,** anational banking association(“Lender”), and has reference to the following facts and circumstances:     A. Borrower has applied for a revolving credit loan from Lender in the principalamount of up to $10,000,000.     B. Lender is willing to make said revolving credit loan to Borrower upon, andsubject to, the terms, provisions and conditions hereinafter set forth.     NOW, THEREFORE, in consideration of the premises, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the partieshereto hereby mutually agree and promise as follows:SECTION 1. TERM     The “Term” of this Agreement shall commence on the date hereof and shall endon January 26, 2008, unless earlier terminated upon the occurrence of an Event of Default under this Agreement.All representations and warranties made herein shall survive termination and termination shallnot affect a party’s rights with respect to any prior breach of any term, agreement,covenant, representation or warranty contained herein.SECTION 2. DEFINITIONS     In addition to the terms defined elsewhere in this Agreement or in any Exhibit or Schedulehereto, when used in this Agreement, the following terms shall have the following meanings (suchmeanings shall be equally applicable to the singular and plural forms of the terms used, as thecontext requires):     Act shall have the meaning ascribed thereto in Section 9.17.     Attorneys’ Fees means the reasonable value of the services (and costs, charges andexpenses related thereto) of the attorneys employed by Lender (including, without limitation,attorneys who are employees of Lender) from time to time to represent Lender (a) in the preparationor amendment of this Agreement and the other Transaction Documents, (b) in any litigation, contest or proceeding orto take any other action in or with respect to any litigation, contest or proceeding (whetherinstituted by Lender, Borrower or any other Person and whether in bankruptcy or otherwise) in anyway or respect relating to this Agreement or any of the other Transaction Documents, Borrower,Subsidiary Bank, any Subsidiary, or any other Obligor, and (c) to enforce any of Lender’s rights tocollect any of the Obligations; provided, that such Attorneys’ Fees shall be determined on thebasis of rates then generally applicable to the attorneys (and all paralegals, accountants andother staff employed by such attorneys) employed by Lender, which may be higher than the rates suchattorneys (and all paralegals, accountants and other staff employed by such attorneys) chargeLender in certain matters.     Business Day shall mean any day except a Saturday, Sunday or legal holiday observedbyLender.     Capitalized Lease shall mean any lease which, in accordance with GAAP consistentlyapplied, is required to be capitalized on the balance sheet of the lessee.
 

 
     Change in Control shall mean any of the following events: (a) theacquisition at any time by a“person” or “group” (as such terms are used in Sections 13(d) and 14(d)(2) of theSecurities Exchange Act of 1934 [the “Exchange Act”]) of beneficial ownership (as defined in Rule13(d)-3 under theExchange Act), directly or indirectly, of securities representing more than FiftyPercent (50%) of the combined voting power in the election of directors of the thenoutstanding securities of Borrower or any successor of Borrower; (b) during any period of two(2) consecutive years or less, the individuals who at the beginning of such periodconstituted a majority of the board of directors cease, for any reason other than death,disability or retirement to constitute a majority of Borrower’s board of directors, unlessthe election of or nomination for election of each new director during such period wasapproved by a vote of at least a majority of the directors still in office who weredirectors at the beginning of the period; (c) approval by the stockholders of Borrower of anysale or disposition of substantially all of the assets or earning power of the Borrower;or (d) approval by the stockholders of Borrower of any merger, consolidation, orstatutory share exchange to which Borrower is a party and as a result of which thepersons who were stockholders of Borrower immediately prior to the effective date of themerger, consolidation or share exchange shall have beneficial ownership of less thanFifty Percent (50%) of the combined voting power in the election of directors of the survivingcorporation.     Code shall mean the Internal Revenue Code of 1986, as amended, and anysuccessor statute of similar import, together with the regulations thereunder, in eachcase as in effect from time to time.References to sections of the Code shall be construed to also refer to any successorsections.     Collateral shall have the meaning ascribed to such term in the Pledge.     Community shall mean Community Bancshares, Inc., a Delaware corporation.     Consolidated Subsidiary shall mean with respect to any Person at any date, anySubsidiary or other entity the assets and liabilities of which are or should be consolidated withthose of such Person in its consolidated financial statements as of such date in accordance withGAAP consistently applied.     Default shall mean an event or condition the occurrence of which would, with the lapse oftime, the giving of notice, or both, become or constitute an Event of Default as defined in Section8 hereof.     Distribution in respect of any corporation or other entity shall mean: (a) dividends or otherdistributions on or in respect of any of the capital stock or other equity interests of suchcorporation or other entity; and (b) the redemption, repurchase or other acquisition of any capitalstock or other equity interests of such corporation or other entity or of any warrants, rights orother options to purchase any such capital stock or other equity interests.     Environmental Laws shall have the meaning ascribed thereto in Section 9.04.     Environmental Lien shall have the meaning ascribed thereto in Section 6.10(g).     ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended, andany successor statute of similar import, together with the regulations thereunder, in each case asin effect from time to time (references to sections of ERISA shall be construed to also refer toany successor sections).     ERISA Affiliate shall mean any corporation, trade or business that is, along withBorrower, a member of a controlled group of corporations or a controlled group of trades orbusinesses, as described in Sections 414(b) and 414(c), respectively, of the Code or Section 4001of ERISA.     Event of Default shall have the meaning ascribed thereto in Section 8.
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     GAAP shall mean, at any time, generally accepted accounting principlesat such time in theUnited States.     Indebtedness of any Person shall mean and include all obligations of suchPerson which in accordance with GAAP consistently applied are or should be classifiedupon a balance sheet of such Person as liabilities of such Person, including any and allcontingent obligations, indebtedness and/or liabilities of such Person, as long as theyare reflected on the balance sheet of such Person and any and all obligations of such Personunder any Capitalized Lease.     Indemnitee shall have the meaning ascribed thereto in Section 9.05.     Indemnified Liabilities shall have the meaning ascribed thereto in Section 9.05.     Interest Differential shall mean that sum equal to the greater of zero (0) or thefinancial loss incurred by Lender resulting from prepayment, calculated as the differencebetween the amount of interest Lender would have earned (from like investments in theMoney Markets as of the first day of the applicable LIBOR Advance) had prepayment notoccurred and the interest Lender will actually earn(from like investments in the Money Markets as of the date of prepayment) as a result of theredeployment of funds from the prepayment; provided, that, because of the short-term nature of theLoan, Borrower agrees that the Interest Differential shall not be discounted to its present value.     LIBOR Advance shall have the meaning ascribed thereto in Section 3.02(a).     Lien shall mean any interest in Property securing an obligation owed to, or a claimby, a Person other than the owner of the Property, whether such interest is based on common law,statute or contract, including, without limitation, any security interest, mortgage, deed of trust,pledge, lien or other encumbrance of any kind or nature whatsoever, any conditional sale or trustreceipt and any lease, consignment or bailment for security purposes.     Loan shall have the meaning ascribed thereto in Section 3.01.     Loan Period shall mean the period commencing on the advance date of the applicableLIBORAdvance and ending on the numerically corresponding day one (1), two (2), three (3), or six(6) months thereafter matching the interest rate term selected by Borrower; provided, however, (a)if any LoanPeriod would otherwise end on a day which is not a New York Banking Day, then the Loan Periodshall end on the next succeeding New York Banking Day unless the next succeeding New York BankingDay falls in another calendar month, in which case the Loan Period shall end on the immediatelyprecedingNew York Banking Day; or (b) if any Loan Period begins on the last New York Banking Day of acalendar month (or on a day for which there is no numerically corresponding day in the calendarmonth at the end of the Loan Period), then the Loan Period shall end on the last New York BankingDay of the calendar month at the end of such Loan Period.     Material Adverse Effect shall mean (a) a material adverse effect on the Properties,assets, liabilities, business, operations, prospects, income or condition (financial or otherwise)of Borrower,Subsidiary Bank, and/or any Subsidiary, (b) material impairment of the ability of Borrower,Subsidiary Bank, and/or any Subsidiary to perform any of its obligations under this Agreement, theNote or any of the other Transaction Documents or (c) material impairment of the enforceability ofthe rights of, or benefits available to, Lender under this Agreement, the Note, the Pledge or anyof the otherTransaction Documents.     Money Markets shall mean one or more wholesale funding markets available to andselected by Lender, including negotiable certificates of deposit, commercial paper, Eurodollardeposits, bank notes, federal funds, interest rate swaps or others.
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     Multiemployer Plan shall mean a “multiemployer plan” as defined in Section4001(a) (3) of ERISA which is maintained for employees of Borrower, any other Obligor,any ERISA Affiliate,Subsidiary Bank, or any Subsidiary.     New York Banking Day shall mean any day (other than a Saturday or Sunday)on which commercial banks are open for business in New York, New York.     Note shall mean the Revolving Credit Note to be executed and deliveredto Lender pursuant toSection 3.01, as the same may from time to time be amended, modified, extended orrenewed.     Notice of Borrowing shall have the meaning ascribed thereto in Section3.03(a).     Obligations shall mean any and all indebtedness, liabilities andobligations of Borrower toLender under this Agreement, the Note, the Pledge, any of the other TransactionDocuments, or any other agreement, instrument or document heretofore, now or hereafter executed anddelivered by Borrower to Lender, in each case in connection with or contemplated by theTransaction Documents, now existing or hereafter arising, absolute or contingent, joint and/orseveral, secured or unsecured, direct or indirect, expressed or implied in law,contractual or tortious, liquidated or unliquidated, at law or in equity, or otherwise,and whether created directly or acquired by Lender by assignment or otherwise, and anyand all costs of collection and/or Attorneys’ Fees incurred or to be incurred in connectiontherewith.     Obligor shall mean Borrower and each other Person who is or shall become primarily orsecondarily liable on any of the Obligations or who grants Lender a Lien upon any Propertyor assets of such Person as collateral for any of the Obligations.     OTS shall mean the United States Department of Treasury, Office of ThriftSupervision.     OTS Capital Guidelines shall have the meaning ascribed thereto in Section 6.09.     PBGC shall mean the Pension Benefit Guaranty Corporation and any entity succeeding toany or all of its functions under ERISA.     Pension Plan shall mean any “pension plan” as such term is defined in Section 3(2) ofERISA which is subject to the provisions of Title IV of ERISA and which is established ormaintained byBorrower, any other Obligor, any ERISA Affiliate, Subsidiary Bank, or any Subsidiary, other than aMultiemployer Plan.     Permitted Liens shall mean (a) Liens securing government deposits at SubsidiaryBank; (b)Liens on Property or assets which secure loans or other extensions of credit made bySubsidiary Bank or any Subsidiary in the ordinary course of their banking business; (c) Liens onProperty or assets acquired by Subsidiary Bank or any Subsidiary by foreclosure or by deed in lieuof foreclosure in the ordinary course of their banking business; (d) Liens for taxes, assessmentsand other governmental charges that are not yet delinquent or are being contested in good faith;(e) purchase money Liens related to purchase of capital assets not to exceed $500,000; (f) Liensassumed in connection with acquisitions or mergers as long as such acquisition or merger ispermitted by the terms of thisAgreement; (g) statutory Liens of landlords, carriers, warehousemen, mechanics, suppliers,material men, or other like Liens incurred in the ordinary course of business and which are not yetdelinquent or are being contested in good faith; (h) Liens incurred in the ordinary course ofbusiness in connection with workers’ compensation and unemployment insurance and other types ofsocial security; (I) Liens incurred or deposits made to secure performance or tenders, bids,leases, statutory obligations, utility services, progress payments and the like; (j) therefinancing of any Liens permitted by this Agreement, and (g) the Liens described on Schedule5.12 attached hereto.
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     Person shall mean an individual, partnership, corporation, limited liability company,trust, unincorporated organization or association, and a government or agency orpolitical subdivision thereof.     Pledge shall mean the Stock Pledge Agreement dated as of the date hereof tobe executed by Borrower and delivered to Lender pursuant to Section 3 hereof as the samemay from time to time be amended.     Prime Rate shall mean the interest rate announced from time to time by Lenderas its “prime rate” (which rate shall fluctuate as and when said prime rate shallchange). Borrower acknowledges that such “prime rate” is a reference rate and does notnecessarily represent the lowest or best rate offered by Lender to their customers.     Prime Rate Advance shall have the meaning ascribed thereto in Section 3.02(a).     Property shall mean any interest in any kind of property or asset, whetherreal, personal or mixed, or tangible or intangible; and Properties shall meanany or all of the foregoing. For purposes of this Agreement, Borrower, Subsidiary Bank, andany Subsidiary, as the case may be, shall be deemed to be the owner of any Property whichit has acquired or holds subject to a conditional sale agreement, financing lease or otherarrangement pursuant to which title to the Property has been retained by or vested in someother Person for security purposes.     Regulatory Agency shall mean any Federal, state or local governmental or regulatoryagency, authority, entity or official having jurisdiction over the banking or other relatedactivities of Borrower,Subsidiary Bank, and/or any Subsidiary including, without limitation (to the extent applicable),The Board of Governors of the Federal Reserve System, the OTS, and the Federal Deposit InsuranceCorporation.     Related Party shall mean any Person which directly or indirectly through one or moreintermediaries controls, or is controlled by or is under common control with, Borrower, SubsidiaryBank, or any Subsidiary. The term “control” shall mean the possession, directly or indirectly, ofthe power to vote Ten Percent (10%) or more of the capital stock of any Person or the power todirect or cause the direction of the management and policies of a Person, whether through theownership of voting securities, by contract or otherwise.     Reportable Event shall have the meaning ascribed thereto in ERISA.     SEC shall mean the United States Securities and Exchange Commission.     Subsidiary shall mean any corporation or other entity of which more than Fifty Percent(50%) of the issued and outstanding capital stock or other equity interests entitled to vote forthe election of directors, managers or other persons performing similar functions (other than byreason of default in the payment of dividends or other distributions) is at the time owned directlyor indirectly by Borrower,Subsidiary Bank, or any Subsidiary; and Subsidiaries shall mean any or all of theforegoing.     Subsidiary Bank shall mean as of the effective date of this Agreement, Superior Bank,a Federal savings bank; provided, that, this definition may be amended in the future to reflect anyotherSubsidiary Bank that Borrower acquires.     Term shall have the meaning ascribed thereto in Section I.     Transaction Documents shall mean this Agreement, the Note, the Pledge, and all otheragreements, documents, instruments and certificates connected with or otherwise relating to thisAgreement or the Loan made hereunder, all as the same may from time to time be amended, modified,extended or renewed.
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SECTION 3. THE LOAN     3.01 Commitment of Lender. Lender hereby agrees to make Borrower a revolving creditloan in the original principal amount of up to Ten Million Dollars ($10,000,000.00) (the“Loan”), which Loan, or any portion thereof, may be repaid and, subject to the terms andconditions hereof (and as long as no Event of Default exists), reborrowed to, but not includingthe last day of the Term. The aggregate principal amount which Borrower may have outstanding underthe Loan at any one time shall not initially exceed Ten Million Dollars ($10,000,000.00),which amount may be borrowed, paid, reborrowed and repaid in whole or in part; provided,that, upon request prior to the last day of the Term, as long as no Default or Event ofDefault has occurred and is continuing, and further subject to approval in accordance with Lender’scredit approval policies and procedures after receipt by Lender of any such request, the Loan mayby increased to an amount not to exceed $15,000,000.00. The Loan shall be evidenced by theRevolving Credit Note of Borrower dated the date of this Agreement, payable to the order of Lenderin the principal amount of $10,000,000.00, having a maturity date of the last day of theTerm, and in the form attached hereto and incorporated by reference as Exhibit A (as thesame may from time to time be amended, modified, extended or renewed, the “Note”).     3.02 Interest.     (a) Interest on each Loan advance shall accrue at one of the following annual rates selectedby Borrower: (a) upon notice to Lender, One and 5/10 Percent (1.5%) below the Prime Rate (each, a“Prime Rate Advance”); or (b) upon a minimum of two (2) New York Banking Days prior notice,One and 25/100 Percent (1.25%) above the one (1), two (2), three (3), or six (6) month LIBOR ratequoted by Lender from Telerate Page 3750 or any successor thereto (which shall be the LIBOR rate ineffect two (2) New York Banking Days prior to commencement of the advance), adjusted for anyreserve requirement and any subsequent costs arising from a change in government regulation (each,a“LIBOR Advance”).     (b) In the event Borrower does not timely select another interest rate option at least two (2)New York Banking Days before the end of the Loan Period for a LIBOR Advance, Lender may at any timeafter the end of the Loan Period convert the LIBOR Advance to a Prime Rate Advance, but until suchconversion, the funds advanced under the LIBOR Advance shall continue to accrue interest at thesame rate as the interest rate in effect for such LIBOR Advance prior to the end of the LoanPeriod.     (c) No LIBOR Advance may extend beyond the last day of the Term. In any event, if theLoan Period for a LIBOR Advance should happen to extend beyond the last day of the Term, suchLIBOR Advance must be prepaid on the last day of the Term. Lender’s internal records of applicableinterest rates shall be determinative in the absence of manifest error. Each LIBOR Advance shall bein a minimum principal amount of $100,000. The aggregate number of LIBOR Advances in effect at anyone time may not exceed five (5).     (d) After maturity of the Loan, whether by reason of acceleration or otherwise, interest shallaccrue on the Loan and be payable on demand on the entire outstanding principal balance thereof atan annual rate equal to Three Percent (3%) over and above the then existing rate(s). Interest oneachLoan advance shall be payable quarterly in arrears on each March 31, June 30, September 30 andDecember 31, and on the last day of the Term, or earlier if maturity is accelerated pursuantto the terms of this Agreement. All payments shall be applied first to the payment of all accruedand unpaid interest, with the balance, if any, to be applied to the payment of principal. Lender’sinternal records of applicable interest rates shall be determinative in the absence of manifesterror.     3.03 Method of Borrowing.
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     (a) Borrower shall give Lender oral or written notice (a “Notice ofBorrowing”) by 10:00 a.m. (St. Louis time) on (i) the Business Day onwhich each Prime Rate Advance shall be made, or (ii) at least a minimumof two (2) New York Banking Days prior to which each LIBOR Advance shall bemade.Each Notice of Borrowing shall specify: (A) the date of such advance, which shallbe a Business Day during the Term, (B) the aggregate principal amount of such advance,and (C) with respect to eachLIBOR Advance, the Loan Period.     (b) A Notice of Borrowing shall not be revocable by Borrower.     (c) Subject to the terms and conditions of this Agreement, provided that Lender hasreceived the Notice of Borrowing, Lender shall (unless Lender determines that anyapplicable condition specified in Section 4 has not been satisfied) make the applicableLoan advance to Borrower by crediting the amount of such Loan advance to a demanddeposit account of Borrower at Lender specified by Borrower (or such other account mutuallyagreed upon in writing between Lender andBorrower) not later than 2:30 p.m. (St. Louis time) on the Business Day specified insaid Notice ofBorrowing.     (d) If Lender makes a new Loan advance under this Agreement on a day on whichBorrower is required to or has elected to repay all or any part of an outstanding Loanadvance, Lender shall apply the proceeds of its new Loan advance to make such repaymentand only an amount equal to the difference (if any) between the amount being borrowedand the amount being repaid shall be made available by Lender to Borrower.     (e) Borrower hereby irrevocably authorizes Lender to rely on telephonic, telegraphic,telecopy, telex, electronic mail, or written instructions of any individual identifyinghimself or herself as one of the individuals listed on Schedule 3.03 attached hereto(or any other individual from time to time authorized to act on behalf of Borrower pursuant to aresolution adopted by either the Board ofDirectors of Borrower and certified by the Secretary of Borrower) with respect to any request tomake aLoan advance or a repayment under this Agreement, and on any signature which Lender believesto be genuine, and Borrower shall be bound thereby in the same manner as if such individual wereactually authorized or such signature were genuine. Borrower also hereby agrees to defend andindemnifyLender and hold Lender harmless from and against any and all claims, demands, damages,liabilities, losses and reasonable costs and expenses (including, without limitation, reasonableattorneys’ fees and expenses) relating to or arising out of or in connection with the acceptance ofinstructions for making Loan advances or repayments under this Agreement; unless such claims,demands, damages, liabilities and losses are caused solely by Lender’s gross negligence orintentional misconduct.     3.04 Prepayment. Borrower shall be privileged at any time to prepay all or any portionof the Loan prior to last day of the Term, without penalty or premium, provided that: (a) partialprepayments shall be applied to the installments of principal of the Note in the inverse order oftheir stated maturities;(b) on each prepayment date, Borrower shall pay to Lender all accrued interest on theprincipal portion of the Loan being prepaid to and including the date of such prepayment; (c) noDefault or Event ofDefault under this Agreement shall have occurred and be continuing; and (d) if a LIBOR Advanceis prepaid prior to the end of the applicable Loan Period for such LIBOR Advance, whethervoluntarily or because prepayment is required due to the Loan maturing, or due to acceleration ofthe Loan upon default or otherwise, Borrower agrees to pay all of Lender’s costs, expenses andInterest Differential(as determined by Bank) incurred as a result of such prepayment. Any prepayment of a LIBORAdvance shall be in an amount equal to the remaining entire principal balance of such LIBORAdvance.     3.05 General Provisions as to Payments. Borrower shall make each payment of principalof, and interest on, the Loan and all other amounts payable by Borrower under this Agreement, notlater than 12:00 noon (St. Louis time) on the date when due and payable, in Federal or other fundsimmediately available in St. Louis, Missouri, to Lender at its address referred to in Section 3.06.All
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payments received by Lender after 12:00 noon (St. Louis time) shall be deemed tohave been received by Lender on the next succeeding Business Day. Whenever any paymentof principal of, or interest on, the Loans or of other amount shall be due on a day which isnot a Business Day, the date for payment thereof shall be extended to the next succeedingBusiness Day. If the date for any payment of principal is extended by operation of law orotherwise, interest thereon, at the then applicable rate, shall be payable for such extendedtime.     3.06 Place of Payment. Both principal and interest under the Note arepayable to Lender in lawful currency of the United States in Federal or other immediatelyavailable funds at Lender’s banking office at One US Bank Plaza, 7th Street & WashingtonAvenue, St. Louis, Missouri 63101.     3.07 Late Fees. If Borrower fails to make any payment of any principal of orinterest on anyLoan advance within ten (10) days after the same becomes due, whether by reason ofmaturity, acceleration or otherwise, in addition to all of the other rights and remedies of Lenderunder thisAgreement and at law or in equity, Borrower shall pay Lender on demand with respect to each suchlate payment a late fee in an amount not to exceed Three Percent (3%) of each late payment.     3.08 Capital Adequacy. If, after the date of this Agreement, Lender shall havedetermined in good faith that the adoption of any applicable law, rule, regulation or guidelineregarding capital adequacy, or any change therein, or any change in the interpretation oradministration thereof by anyRegulatory Agency, other governmental or regulatory authority, central bank or comparable agencycharged with the interpretation or administration thereof, or compliance by Lender with any requestor directive regarding capital adequacy (whether or not having the force of law) of any suchauthority, central bank or comparable agency, has or will have the effect of reducing the rate ofreturn onLender’s capital in respect of its obligations under this Agreement to a level below thatwhich Lender could have achieved but for such adoption, change or compliance (taking intoconsideration Lender’s policies with respect to capital adequacy), then from time to time Borrowershall pay to Lender upon demand such additional amount or amounts as will compensate Lender forsuch reduction. All determinations made in good faith by Lender of the additional amount or amountsrequired to compensate Lender in respect of the foregoing shall be conclusive in the absence ofmanifest error. In determining such amount or amounts, Lender may use any reasonable averaging andattribution methods.SECTION 4. PRECONDITIONS TO LOAN ADVANCES     4.01 Initial Advance under Loan. Notwithstanding any provision contained herein to thecontrary, Lender shall have no obligation to make the initial Loan advance unless Lender shall havereceived the following, all in form acceptable to Lender:(a) this Agreement and the Note, each executed by a duly authorized officer of Borrower;(b) the Pledge, executed by a duly authorized officer of Borrower, and the collateralschedule, stock power(s), UCC financing statement, and such other documents as Lender mayrequire in connection with the Pledge;(c) 65,026 shares of the common stock of Subsidiary Bank, representing at least FiftyOne Percent (51%) of the issued and outstanding common stock of Subsidiary Bank (as verifiedby the Secretary of Subsidiary Bank), said shares to be issued in Borrower’s name andaccompanied by stock powers duly executed in blank by an authorized officer of Borrowerwhich the signature(s) of such officer(s) guaranteed;(d) the Certificate of President, duly executed by the President of Borrower;
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(e) copies of resolutions of the Board of Directors of Borrower, dulyadopted, which authorize the execution, delivery and performance of thisAgreement and the other TransactionDocuments, certified by the Secretary of Borrower;(f) copies of the Articles or Certificate of Incorporation of Borrower, including anyamendmentsthereto, certified by the Secretary of State of the State of Delaware, andcopies of the Articles or Certificate of Incorporation of Subsidiary Bank, includingany amendments thereto, certified by the OTS;(g) copies of the By-Laws of Borrower and Subsidiary Bank, including anyamendments thereto, certified by the Secretary of Borrower, and the Secretary of SubsidiaryBank, respectively;(h) a certificate of good standing for Borrower issued by the Secretary of State of theState of Delaware, and a certificate of corporate existence for Subsidiary Bank issued bythe OTS;(i) an opinion of counsel from William H. Caughran, Jr., General Counsel of Borrower,in the form acceptable to Lender;(j) evidence that no change in the financial condition of Borrower, Subsidiary Bankand/or any Subsidiary shall have occurred since September 30, 2006 that could have aMaterialAdverse Effect; and(k) such other agreements, documents, instruments, certificates and assurances as Lendermay reasonably request.     4.02 All Advances. Notwithstanding any provision contained in this Agreement to thecontrary, Lender shall have no obligation to make any Loan advance under this Agreement unless:(a) Lender shall have received a Notice of Borrowing for such Revolving Credit Loan asrequired by Section 3.03(a);(b) both immediately before and immediately after giving effect to such Loan advance, noDefault or Event of Default shall have occurred and be continuing;(c) no change in the Properties, assets, liabilities, business, operations, prospects,income or condition (financial or otherwise) of Borrower, Subsidiary Bank and/or anySubsidiary which may have a Material Adverse Effect shall have occurred since the date ofthis Agreement and be continuing; and(d) all of the representations and warranties made by Borrower and any third-parties inthis Agreement and/or in any other Transaction Document shall be true and correct in allmaterial respects on and as of the date of such Loan as if made on and as of the date ofsuch Loan advance (and for purposes of this Section 4.02(d), the representations andwarranties made by Borrower in Section 5.04 shall be deemed to refer to the most recentfinancial statements of Borrower delivered to Lender pursuant to Section 6.03).Each request for a Loan advance by Borrower under this Agreement shall be deemed to be arepresentation and warranty by Borrower on the date of such Loan advance as to the facts specifiedin clauses (b), (c), and (d) of this Section 4.02.SECTION 5. REPRESENTATIONS AND WARRANTIES     To induce Lender to make the Loan, Borrower hereby represents and warrants to Lender that:
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     5.01 Corporate Existence and Power. Each of Borrower, Subsidiary Bank, and eachSubsidiary: (a) is duly incorporated or organized, validly existing and in goodstanding under the laws of the jurisdiction of its incorporation or organization; (b) hasall requisite corporate powers and all governmental licenses, authorizations, consentsand approvals required to carry on its business as now conducted; and (c) isduly qualified to do business in all jurisdictions in which the nature of thebusiness conducted by it makes such qualification necessary and where failure toso qualify would have a Material Adverse Effect on its business, financialcondition or operations. Borrower is a Delaware chartered “savings and loanholding company” as defined in and within the meaning of 12U.S.C. §1467a *etseq.,* and as such Borrower has filed all necessary reports with and received allnecessary approvals from OTS. Subsidiary Bank is a “Federal savings association” andan “insured depository institution”, as those terms are defined in and withinthe meaning of 12 U.S.C. §§1462 and 1813 and no act has occurred which couldadversely affect the status of Subsidiary Bank as an “insured depositoryinstitution.” Subsidiary Bank is a Federal savings bank chartered under 12 U.S.C. §1464.     5.02 Corporate Authorization. The execution, delivery and performance by Borrowerof this Agreement, the Note, the Pledge, and the other Transaction Documents arewithin the corporate powers of Borrower and have been duly authorized by all necessarycorporate action.     5.03 Binding Effect. This Agreement, the Note, the Pledge, and the otherTransactionDocuments have been duly authorized, executed and delivered and constitute the legal, validand binding obligations of Borrower enforceable in accordance with their respective terms, exceptas such enforceability may be limited by bankruptcy, insolvency or other similar laws affectingcreditors’ rights in general.     5.04 Financial Statements. Borrower has furnished Lender with the followingfinancial statements, identified by the principal financial officer of Borrower: (a) consolidatedand consolidating balance sheets and profit and loss statements of Borrower and its ConsolidatedSubsidiaries as of December 31, 2005, all certified by Borrower’s independent certified publicaccountants, which financial statements have been prepared in accordance with GAAP; and (b) theThrift Financial Report (OTS Form 1313) of Subsidiary Bank as of September 30, 2006, certifiedby the President or Chief Financial Officer of Subsidiary Bank. Borrower further represents that:(1) said financial statements fairly present the condition of Borrower and its ConsolidatedSubsidiaries as of the dates thereof, (2) there has been no change in the condition or operation,financial or otherwise, of Borrower or any of its Consolidated Subsidiaries since September 30,2006 that could have a Material Adverse Effect, and (3) neither Borrower nor any of itsConsolidated Subsidiaries has any direct or contingent liabilities which are not disclosed on saidfinancial statements which could have a Material Adverse Effect.     5.05Litigation. Except as disclosed in Schedule 5.05 attached hereto, there is noaction or proceeding pending or, to the knowledge of Borrower, threatened against or affectingBorrower, Subsidiary Bank or any Subsidiary, before any court, arbitrator or governmental,regulatory or administrative body, agency or official which could result in any change in thecondition or operation, financial or otherwise, of Borrower, Subsidiary Bank, or any Subsidiarywhich may have a Material Adverse Effect, and neither Borrower, Subsidiary Bank nor any Subsidiaryis in default with respect to any order, writ, injunction, decision or decree of any court,arbitrator or governmental, regulatory or administrative body, agency or official which could havea Material Adverse Effect.     5.06 Pension and Welfare Plans. Each Pension Plan complies in all material respectswith all applicable statutes and governmental rules and regulations; no Reportable Event hasoccurred and is continuing with respect to any Pension Plan; neither Borrower, Subsidiary Bank, anySubsidiary, nor any ERISA Affiliate has withdrawn from any Multiemployer Plan in a “completewithdrawal” or a “partial withdrawal” as defined in sections 4203 or 4205 of ERISA, respectively;no steps have been instituted by Borrower, Subsidiary Bank, any Subsidiary, or any ERISA Affiliateto terminate any Pension Plan; no condition exists or event or transaction has occurred inconnection with any Pension Plan or Multiemployer Plan which could result in the incurrence byBorrower, Subsidiary Bank, any Subsidiary,
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or any ERISA Affiliate of any material liability, fine or penalty; and neither Borrower,Subsidiary Bank, any Subsidiary, nor any ERISA Affiliate is a “contributing sponsor” as defined inSection 4001 (a) (13) of ERISA of a “single-employer plan” as defined in Section 4001 (a) (15) ofERISA which has two or more contributing sponsors at least two of whom are not under commoncontrol. Neither Borrower, Subsidiary Bank, nor any Subsidiary, has any contingent liabilitywith respect to any “employee welfare benefit plans”, as such term is defined in Section 3(a)of ERISA, which covers retired employees and their beneficiaries.     5.07 Tax Returns. Borrower, Subsidiary Bank, and each Subsidiary have filed allFederal, state and local income tax returns and all other tax returns which are required to befiled and has paid all taxes due pursuant to such returns or pursuant to any assessment received byBorrower, SubsidiaryBank, and each Subsidiary, except for the filing of such returns, if any, in respect of which anextension of time for filing is in effect.     5.08 Subsidiaries. Subsidiary Bank and the other Subsidiaries set forth onSchedule 5.08 are the only Subsidiaries of Borrower. Except as disclosed herein, neitherBorrower nor Subsidiary Bank, individually or collectively, owns or holds, directly or indirectly,any capital stock of or equity interest in any corporation, partnership, limited liability companyor other entity. Borrower may at any time amend, modify or supplement this Section 5.08 andSchedule 5.08 by notifying Lender in writing of any changes thereto, including anyformation, acquisition, merger or liquidation of any Subsidiary or any change in the capitalizationof any Subsidiary, in each case, in accordance with the terms of thisAgreement, and thereby the representations and warranties contained in this Section 5.08 shall beamended accordingly so long as such amendment, modification or supplement is made within thirty(30) days after the occurrence of any such changes in the facts stated therein and that suchchanges reflect transactions that are permitted under this Agreement.     5.09 Compliance with Laws. Borrower, Subsidiary Bank, and each Subsidiary havecomplied in all material respects with and will continue to comply with all applicable federal andstate laws and regulations that: (a) regulate or are concerned in any way with its or their bankingand trust business, including without limitation those laws and regulations relating to theinvestment of funds, lending of money, collection of interest, extension of credit, and locationand operation of banking facilities; or(b) otherwise relate to or affect the business or assets of Borrower, Subsidiary Bank, and eachSubsidiary, or the assets owned, used or occupied by them.     5.10 Compliance With Other Instruments. None of the execution and delivery by Borrowerof the Transaction Documents, the consummation of the transactions therein contemplated or thecompliance with the provisions thereof will violate any law, rule, regulation, order, writ,judgment, injunction, decree or award binding on Borrower, or any of the provisions of Borrower’sCertificate of Incorporation or By-Laws or any of the provisions of any indenture, agreement,document, instrument or undertaking to which Borrower is a party or subject, or by which it or itsProperty is bound. No order, consent, approval, license, authorization or validation of, or filing,recording or registration with, the exemption by, any governmental, regulatory, administrative orpublic body or authority, or any subdivision thereof, is required to authorize, or is otherwiserequired in connection with, the execution, delivery or performance of, or the legality, validity,binding effect or enforceability of, any of theTransaction Documents.     5.11 Other Loans and Guarantees. Except as disclosed on Schedule 5.11 attachedhereto, neither Borrower, Subsidiary Bank, nor any Subsidiary (except in the ordinary course of thebanking business) is a borrower, guarantor or obligor with respect to any loan transaction,guarantee or other indebtedness for borrowed money.     5.12 Title to Property. Borrower, Subsidiary Bank, and each Subsidiary are each thesole and absolute owner of, or has the legal right to use and occupy, all Property it claims to ownor which is necessary for Borrower, Subsidiary Bank, and each Subsidiary to conduct its business.Neither
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Borrower, Subsidiary Bank, nor any Subsidiary has signed or authorized the filing of anyfinancing statements, security agreements or chattel mortgages with respect to any of itsrespective Property, has granted or permitted any Liens with respect to any of its Propertyor has any knowledge of any Liens with respect to any of its Property, except asdisclosed on Schedule 5.12 attached hereto.     5.13Regulation U. No part of the proceeds of the Loan will be used, whetherdirectly or indirectly, and whether immediately, incidentally or ultimately (a) topurchase or carry margin stock or to extend credit to others for the purpose ofpurchasing or carrying margin stock, or to refund or repay indebtedness originallyincurred for such purpose or (b) for any purpose which entails a violation of, or whichis inconsistent with, the provisions of the Regulations of The Board of Governors of theFederal Reserve System, including, without limitation, Regulations G, U, T or X thereof, asamended.     5.14 Environmental Matters. There are no disputes pending (nor, to the knowledge ofBorrower, are there any disputes threatened nor, to the knowledge of Borrower, is there anybasis therefor) affecting Borrower, Subsidiary Bank, or any Subsidiary, whether or not inor before any court or arbitrator of any kind or involving any governmental or regulatorybody, which, if adversely determined could, singly or in the aggregate, have a MaterialAdverse Effect on the business, Properties, assets, liabilities, financial condition,results of operations or business prospects of Borrower, Subsidiary Bank, or any Subsidiaryor on the ability of Borrower to perform its obligations hereunder or under the Note or anyof the other Transaction Documents, relating to environmental matters, including, withoutlimitation, any notice from any agency, state or Federal, that Borrower, Subsidiary Bank,or any Subsidiary is a potentially responsible party for the cleanup of any environmentalwaste site, that Borrower, Subsidiary Bank, or any Subsidiary is in violation of anyenvironmental permit or regulation, that Borrower, Subsidiary Bank, or any Subsidiary hasbeen placed on any registry of solid or hazardous waste disposal sites, or of theexpiration, revocation or denial of any environmental permit or other loss of interimstatus or other current authorization to operate any unit or portion of the facilities ofBorrower, Subsidiary Bank, or any Subsidiary.     5.15 Shares of Subsidiary Bank. The authorized capital of Subsidiary Bank consistssolely of 200,000 shares of common stock, $1.00 par value. As of the date hereof, Borroweris the sole legal and beneficial owner of 127,501 shares of common stock, $1.00 par value,of Subsidiary Bank, representing all of the outstanding and issued shares of common stockof Subsidiary Bank, subject to no Liens, warrants, options, proxies, restrictions ontransfer, resale or other disposition; and that all of such shares are all validly issued,fully paid and nonassessable. As of the date hereof, there are no warrants or options, orany agreements to issue any warrants or options, outstanding with respect to any class ofcapital stock of Subsidiary Bank.SECTION 6. AFFIRMATIVE COVENANTS     Borrower covenants and agrees that, so long as any of Obligations are outstanding, it will,and will cause Subsidiary Bank, or any Subsidiary to:     6.01 Insurance. Keep adequately insured, by financially sound and reputable insurersacceptable to Lender and in amounts reasonably acceptable to Lender, all Property of Borrower,Subsidiary Bank, and each Subsidiary of the character usually insured by corporations and otherentities engaged in the same or similar businesses similarly situated, against loss or damage ofthe kind customarily insured against by such corporations and acceptable to Lender, and (b) causeSubsidiary Bank to maintain coverage under a banker’s blanket bond in an amount equal to thegreater of the amount of coverage currently maintained by Subsidiary Bank or the minimum coveragerecommended by the applicable Regulatory Agencies, plus such excess fidelity coverage as Lender mayreasonably request from time to time. Promptly after Lender’s request therefor, Borrower shallprovide Lender with evidence that Borrower maintains, and that Subsidiary Bank maintain, theinsurance required under this Section 6.01, and evidence of the payment of all premiums therefor.
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**NoticeRequired by Section 427.120(3) R.S.Mo.: “Unless you provide evidence of the insurancecoverage required by your agreement with us, we may purchase insurance at your expense toprotect our interests in your collateral. This insurance may, but need not, protect yourinterests. The coverage that we purchase may not pay any claim that you make or any claim that ismade against you in connection with the collateral. You may later cancel any insurance purchased byus, but only after providing evidence that you have obtained insurance as required by ouragreement. If we purchase insurance for the collateral, you will be responsible for the costs ofthat insurance, including the insurance premium, interest and any other charges we may impose inconnection with the placement of the insurance, until the effective date of the cancellation orexpiration of the insurance. The costs of the insurance may be added to your total outstandingbalance or obligation. The costs of the insurance may be more than the cost of insurance you may beable to obtain on your own.”**     6.02 Payment of Taxes. Duly file all Federal, state and local income tax returns andall other tax returns and reports which are required to be filed; and pay before the same becomedelinquent, all taxes and governmental charges assessed against or upon Borrower, Subsidiary Bank,and each Subsidiary, as the case may be, or upon their respective Properties, assets, income orfranchises, except to the extent any failure to do so would not have a Material Adverse Effect.     6.03 Financial Data. Deliver to Lender:     (a) As soon as practicable and in any event within sixty (60) days after the end of eachfiscal quarter (other than the last fiscal quarter of each fiscal year of Borrower) an unauditedconsolidated statement of earnings and retained earnings of Borrower and its ConsolidatedSubsidiaries for the period from the beginning of the current fiscal year to the end of such fiscalquarter, and an unaudited consolidated balance sheet of Borrower and its Consolidated Subsidiariesas at the end of such fiscal quarter, setting forth in each case in comparative form figures forthe corresponding period in the preceding fiscal year, all in reasonable detail and certified toLender by the principal financial officer of Borrower, subject to changes resulting from normalyear-end adjustments; all such statements to be prepared in accordance with GAAP consistentlyapplied (provided that as long as Borrower timely files its SEC Form10-Q for any applicable fiscalquarter, this reporting requirement shall be deemed to be satisfied for such fiscal quarter);     (b) As soon as practicable and in any event within ninety (90) days after the end of eachfiscal year, consolidated and consolidating statements of earnings and retained earnings ofBorrower and its Consolidated Subsidiaries for such year, consolidated and consolidating statementsof cash flow of Borrower and its Consolidated Subsidiaries for such year, and consolidated andconsolidating balance sheets of Borrower and its Consolidated Subsidiaries as at the end of suchyear, setting forth in each case in comparative form corresponding figures from the precedingfiscal year, all such statements to be prepared in accordance with GAAP consistently applied andreported and accompanied by the unqualified opinion of independent certified public accountantsselected by Borrower and acceptable to Lender (provided that as long as Borrower timely files itsSEC Form 10-K for any applicable fiscal year, this reporting requirement shall be deemed to besatisfied for such fiscal year);     (c) As soon as practicable and in any event within sixty (60) days after the end of eachfiscal quarter, a certificate in substantially the form of that attached hereto and made a parthereof as Exhibit B (with appropriate insertions), executed by the principal financialofficer of Borrower;     (d) Promptly after filing with any Regulatory Agency, and in any event within fifteen (15)days after the filing thereof, copies of all financial statements, call reports, filings and otherdocuments
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which Borrower, Subsidiary Bank, or any Subsidiary shall file with the SEC and any RegulatoryAgency and which are otherwise not publicly available; and     (e) With reasonable promptness, such other financial information and data as Lender may fromtime to time reasonably request.Lender shall keep such information confidential in compliance with applicable law, provided thatLender is hereby authorized to deliver a copy of any financial statement or other information madeavailable byBorrower, Subsidiary Bank, or any Subsidiary to any regulatory authority having jurisdiction overLender, pursuant to any request therefor.     6.04 Maintenance of Property. Maintain all Property, plants and equipment (exceptobsolete equipment) in good operating order, and from time to time make all needful and properrepairs, renewals, replacements, additions, betterments and improvements thereto so that at alltimes the efficiency thereof shall be fully preserved and maintained.     6.05 Inspection. Permit any employee or contractor designated by Lender to visit,inspect and audit any of the Properties, corporate books, loan documentation, loan portfolios, loanfiles and financial records of Borrower, Subsidiary Bank, and any Subsidiary and to discuss theaffairs, finances and accounts of Borrower, Subsidiary Bank, and any Subsidiary with the principalofficers of Borrower, Subsidiary Bank, and any Subsidiary, all at such reasonable times and at suchreasonable intervals as Lender may request. Lender shall keep such information confidential incompliance with applicable law, provided that Lender is hereby authorized to deliver a copy of anysuch information made available by Borrower, Subsidiary Bank, or any Subsidiary to any regulatoryauthority having jurisdiction over Lender, pursuant to any request therefor.     6.06 Corporate Existence. Do or cause to be done all things necessary to (a) preserveand keep in full force and effect its corporate existence, rights and franchises to the extent thefailure to do so could reasonably be expected to have a Material Adverse Effect, (b) duly qualifyto do business in all jurisdictions where the nature of Property or the nature of the businessrequires such qualification to the extent the failure to do so could reasonably be expected to havea Material Adverse Effect, (c) maintain its status as a “savings and loan holding company” underand within the meaning of 12 U.S.C. §1467a, (d) cause Subsidiary Bank to preserve and keep in fullforce and effect its existence, franchise and right to do business as a Federal savings bank underthe laws of the United States, and (e) maintain Subsidiary Bank’s status as an “insured depositoryinstitution” as defined in, or within the meaning of, 12 U.S.C. §1813, and to otherwise maintainSubsidiary Bank’s eligibility for federal deposit insurance.     6.07 Compliance with Law. Comply with any and all laws, ordinances and governmentaland regulatory rules and regulations to which it is subject, and obtain any and all licenses,permits, franchises and other governmental and regulatory authorizations necessary to the ownershipof the Properties, or to the conduct of the business, which violation or failure to obtain mighthave a MaterialAdverse Effect.     6.08 ERISA Compliance. If Borrower, Subsidiary Bank, or any Subsidiary shall have, orin the future create, any Pension Plan, Borrower shall comply in all material respects with, andshall cause Subsidiary Bank, and each Subsidiary to comply with, all requirements of ERISA relatingto such plan. Without limiting the generality of the foregoing, Borrower will not: (a) permit, orcause or allow Subsidiary Bank, and each Subsidiary to permit, any Pension Plan maintained by it,Subsidiary Bank, or any Subsidiary, as the case may be, to engage in any nonexempt “prohibitedtransaction”, as such term is defined in Section 4975 of the Internal Revenue Code of 1986, asamended; (b) permit, or cause or allow Subsidiary Bank, or any Subsidiary to permit, any PensionPlan maintained by it, Subsidiary Bank, or any Subsidiary, as the case may be, to incur any“accumulated funding deficiency,” as such term is defined in Section 302 of ERISA, 29 U.S.C. §1082,whether or not waived; (c) terminate, or cause or allow Subsidiary Bank, or any Subsidiary toterminate, any such Pension Plan in
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a manner which could result in the imposition of a Lien on the Property of Borrower,Subsidiary Bank, or any Subsidiary, as the case may be, pursuant to section 4068 of ERISA, 29U.S.C. §1368; or (d) take, or cause or allow Subsidiary Bank, or any Subsidiary to take, anyaction which would constitute or give rise to a complete or partial withdrawal from amulti-employer plan within the meaning of Sections 4203 and 4205 of Title IV of ERISA.Notwithstanding any provision contained in this Section 5.08 to the contrary, an act byBorrower, Subsidiary Bank, or any Subsidiary shall not be deemed to constitute a violation ofsubparagraphs (a) through (d) hereof unless Lender determines in good faith that said action,individually or cumulatively with other acts of Borrower, Subsidiary Bank, or any Subsidiary, doeshave or is likely to cause a significant adverse financial effect upon Borrower, Subsidiary Bank,or any Subsidiary. Borrower shall have the affirmative obligation hereunder to report to Lender anyof those acts identified in subparagraphs (a) through (d) hereof, regardless of whether said actdoes or is likely to cause a significant adverse financial effect upon Borrower, Subsidiary Bank,or any Subsidiary, and failure by Borrower to report such act promptly upon Borrower’s becomingaware of the existence thereof shall constitute an Event of Default hereunder.     6.09 Risk-Based Capital Adequacy Guidelines. Comply with, to the extent applicable,the capital guidelines for savings associations of the OTS as set forth in 12 C.F.R. §565.4 (the“OTS Capital Guidelines”), as from time to time amended, or in any successor law, rule orregulation of similar import. In addition, Borrower will cause Subsidiary Bank to maintain at alltimes during the Term of this Agreement a “well-capitalized” rating under the OTS CapitalGuidelines.     6.10 Notices. To the extent not described in any public document filed by Borrowerwith the SEC or any Regulatory Agency (or to be described in the next applicable SEC or RegulatoryAgency filing), notify Lender in writing of any of the following promptly after learning of theoccurrence thereof, describing the same and, if applicable, the steps being taken by the Person(s)affected with respect thereto:     (a) Default. The occurrence of (i) any Default or Event of Default under thisAgreement, or(ii) any default or event of default by Borrower, Subsidiary Bank, or any Subsidiary (which couldreasonably be expected to have a Material Adverse Effect), under any note, indenture, loanagreement, mortgage, deed of trust, security agreement, lease or other similar agreement, documentor instrument to which Borrower, Subsidiary Bank, or any Subsidiary, as the case may be, is a partyor by which it is bound or to which it is subject;     (b) Litigation. The institution of any litigation, arbitration proceeding orgovernmental or regulatory proceeding affecting Borrower, Subsidiary Bank, or any Subsidiary,whether or not considered to be covered by insurance, which could reasonably be expected to have aMaterial Adverse Effect;     (c) Judgment. The entry of any judgment or decree against Borrower, Subsidiary Bank,or any Subsidiary which could reasonably be expected to have a Material Adverse Effect;     (d) Pension Plans. The occurrence of a Reportable Event (which could reasonably beexpected to have a Material Adverse Effect) with respect to any Pension Plan; the filing of anotice of intent to terminate a Pension Plan by Borrower, any ERISA Affiliate, any other Obligor orSubsidiary Bank; the institution of proceedings to terminate a Pension Plan by the PBGC or anyother Person to terminate any Pension Plan; the withdrawal in a “complete withdrawal” or a “partialwithdrawal” as defined in Sections 4203 and 4205, respectively, of ERISA by Borrower, any ERISAAffiliate, any other Obligor or Subsidiary Bank from any Multiemployer Plan; or the incurrence ofany material increase in the contingent liability of Borrower, any other Obligor or Subsidiary Bankwith respect to any “employee welfare benefit plan” as defined in Section 3(1) of ERISA whichcovers retired employees and their beneficiaries;
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     (e) Change of Name. Any change in the name of Borrower, Subsidiary Bank, or anySubsidiary which could reasonably be expected to have a Material Adverse Effect;     (f) Change in Place(s) of Business. Any proposed opening, closing or otherchange of any place of business of Borrower, Subsidiary Bank, or any Subsidiary which couldreasonably be expected to have a Material Adverse Effect;     (g) Environmental Matters. Receipt of any notice that the operations of Borrower,Subsidiary Bank, or any Subsidiary are not in full compliance with any of materialrequirements of any applicable Federal, state or local environmental, health or safety law,rule or regulation; receipt of notice that Borrower, Subsidiary Bank, or any Subsidiaryis subject to any Federal, state or local investigation evaluating whether any remedialaction is needed to respond to the material release of any hazardous or toxic waste,substance or constituent or other substance into the environment; or receipt of notice thatany of the Properties or assets of Borrower, Subsidiary Bank, or any Subsidiary are subjectto an “Environmental Lien.” For purposes of this Section 6.10, “Environmental Lien” shallmean a Lien in favor of any governmental or regulatory agency, entity, authority or official for(1) any liability under Federal, state or local environmental laws, rules or regulations whichcould reasonably be expected to have a Material Adverse Effect or (2) damages arising from or costsincurred by any such governmental or regulatory agency, entity, authority or official in responseto a release of a hazardous or toxic waste, substance or constituent or other substance into theenvironment which could reasonably be expected to have a Material Adverse Effect;     (h) Material Adverse Effect. The occurrence of any change in the business, operationsor condition, financial or otherwise, of Borrower, Subsidiary Bank, or any Subsidiary which couldreasonably be expected to have a Material Adverse Effect; and     (i) Regulatory Matters. The issuance of any cease and desist order againstBorrower,Subsidiary Bank, or any Subsidiary by any Regulatory Agency and/or the entry of any memorandum ofunderstanding or other agreement between Borrower, Subsidiary Bank, or any Subsidiary and anyRegulatory Agency, regardless of whether the same is voluntary or involuntary.     6.11 Utilization of Loan Proceeds. Utilize the proceeds of any advance made under theLoan solely for working capital purposes, for payment of the outstanding stock options of Communityexercised in connection with its merger into Borrower, for the repurchase of Borrower’s stock, andfor providing liquidity to Subsidiary Bank.SECTION 7. NEGATIVE COVENANTS     Borrower covenants and agrees that, as long as any of the Obligations are outstanding, it willnot, and it will not cause or permit Subsidiary Bank, or any Subsidiary to, without the priorwritten consent of Lender:     7.01 Indebtedness. Create or incur any Indebtedness except (a) to Lender, (b) theIndebtedness described in Schedule 5.11 attached hereto, (c) Indebtedness of Subsidiary Bankto creditors in the ordinary course of its banking business, (d) other Indebtednessconsisting of trust preferred securities or other subordinate Indebtedness having minimummaturities of twenty five (25) years, and (e) such other Indebtedness incurred after writtenapproval from Lender.     7.02 Merger or Consolidation, etc. Merge into or consolidate with any other Person, orcause or permit any change in the ownership of Borrower, Subsidiary Bank, or any Subsidiary, or anyChange in Control; provided however, that the foregoing restriction shall not apply (a) to anymerger or consolidation between or among any one or more of Borrower, Subsidiary, Bank and/or anyother Subsidiary, and (b) to any other merger or consolidation in which Borrower, Subsidiary Bankor any other Subsidiary, as the case may be, is the surviving entity if, at the effective time ofor immediately
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after the consummation such merger or consolidation no Event of Default has occurred and iscontinuing.     7.03 Sale of Property. Sell, lease, transfer or otherwise dispose of any Property orassets, except in the ordinary course of business; provided, however, that the foregoing shall notpreclude Borrower, Subsidiary Bank, or any Subsidiary from selling, leasing, transferring orotherwise disposing of less than substantially all of its assets so long as the purchase price forsaid assets shall be equal to or greater than the depreciated book value of said assets.     7.04 Distributions. Declare or incur any liability to make any Distribution in respectof the capital stock of Borrower, Subsidiary Bank, or any Subsidiary, except that: (a) SubsidiaryBank shall be permitted to pay cash dividends to Borrower to the extent necessary to pay (i) theObligations then due and payable to Lender and which are actually applied toward payment of theObligations, and (ii) the normal operating expenses of Borrower; and (b) so long as no Default orEvent of Default under this Agreement has occurred and is continuing or is created thereby Borrowershall be permitted to declare and pay cash dividends on its capital stock.     7.05 Issuance of Stock, etc. Authorize or issue any new types, varieties or classes ofcapital stock, either preferred or common, voting or nonvoting, or any bonds or debentures,subordinated or otherwise, or any stock warrants or options, or authorize or issue any additionalshares of stock of any existing class of stock, or grant any person other than Lender any proxy forexisting shares, or cause or allow, or declare any stock splits or take any other action whichcould, directly or indirectly, decrease Borrower’s ownership interest in Subsidiary Bank; providedthat such restriction shall not apply to any such transaction that does not cause a Change ofControl or Event of Default.     7.06 Default. Allow to occur, or to continue unremedied, any act, event or conditionwhich constitutes an event of default, or which, with the passage of time or giving of notice, orboth, would constitute an event of default under, any agreement, document or instrument to whichBorrower, Subsidiary Bank, or any Subsidiary is a party or by which Borrower, Subsidiary Bank, orany Subsidiary may be bound.     7.07 Investments. Make any advances or loans or extensions of credit to, purchase anystock or other ownership interests, bonds, notes, debentures or other securities of, make anyexpenditures on behalf of or in any manner assume liability (direct, contingent or otherwise) forthe Indebtedness of, any Person, except (a) such guarantees, letters of credit, loans, advancesand/or investments made by Subsidiary Bank or any Subsidiary in the ordinary course of theirbanking businesses, (b) loans or advances from Borrower to Subsidiary Bank, or any Subsidiary, (c)the acquisition by Borrower, Subsidiary Bank or any other Subsidiary, as the case may be, shares ofstock, obligations and/or other securities received in settlement of claims arising in the ordinarycourse of business, (d) the acquisition by Borrower, Subsidiary Bank or any other Subsidiary, asthe case may be, of the stock or other ownership interests of any Person if, at the effective timeof or immediately after the consummation such acquisition, no Event of Default has occurred and iscontinuing, (e) such investments by Borrower, Subsidiary Bank or any other Subsidiary, as the casemay be, that are permitted under applicable law to be made by bank holding companies, financialinstitutions and their subsidiaries, (f) the loan by Borrower to the Superior Bancorp EmployeeStock Ownership Plan, formerly known as the Community Bancshares, Inc. Employee Stock OwnershipPlan, and (g) such other investments which have been approved by Lender.     7.08 Liens. Create, incur, assume, permit the imposition of or allow the continuanceof any Lien on any Properties except for Permitted Liens. Borrower shall not create, incur,assume, permit the imposition of or allow the continuance of any Liens on the capital stockof Subsidiary Bank except Liens in favor of Lender.
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     7.09 Subsidiaries and Related Companies. (a) Transfer any Property to any RelatedParty other than the transfer of Property between or among Borrower, Subsidiary Bank orother Subsidiaries, (b) purchase or sign any agreement to purchase any securities of anyRelated Party (whether debt, equity or otherwise), underwrite or guarantee the same, orotherwise become obligated with respect thereto in the aggregate amount greater than$ 500,000, or (c) take any other action or permit any action to be taken withrespect to any Related Party which would jeopardize either Borrower’s ability to repay theLoan, or any portion thereof, as the same becomes due and payable, or the security given to Lenderwith respect to the Loan.     7.10 Use of Proceeds. Without Lender’s prior written consent, use or permit anyproceeds of any Loan advance to be used by Borrower, Subsidiary Bank, or any Subsidiary, to eitherdirectly or indirectly for the purpose (whether immediate, incidental or ultimate) of “purchasingor carrying any margin stock” within the meaning of Regulation U of the Board of Governors of theFederal Reserve System, as from time to time amended.     7.11 Nature of Business. Conduct or engage in any business if, as a result thereof,the general nature of the business which would thereafter be engaged in by Borrower or SubsidiaryBank, as the case may be, would be substantially changed from the general nature of the businessengaged in on the date of this Agreement by Borrower or Subsidiary Bank, as the case may be;provided, however, that the business conducted by any former Subsidiary of Community shall bepermitted after the merger of Community into Borrower.     7.12 Other Agreements. Enter into any agreement containing any provision which wouldbe violated or breached by the performance of its obligations hereunder or under any instrument ordocument delivered or to be delivered by it hereunder or in connection herewith.     SECTION 8. EVENTS OF DEFAULT     If any of the following (each an “Event of Default”) shall occur and be continuing:     8.01 Borrower shall fail to pay any of the Obligations as and when the same shall become dueand payable, whether by reason of demand, maturity, acceleration or otherwise, and such failureshall be unremedied for five (5) days;     8.02 Any material representation or warranty of Borrower made in this Agreement or in any ofthe other Transaction Documents or in any certificate, agreement, instrument or statement furnishedor made or delivered pursuant hereto or thereto or in connection herewith or therewith, shall proveto have been untrue or incorrect when made or effected;     8.03 Borrower shall fail to perform or observe any term, covenant or provision contained insections 6.09, 6.10, or Section 7 hereof;     8.04 Borrower shall fail to perform or observe any other term, covenant or provision containedin this Agreement and any such failure remains unremedied for thirty (30) days after the earlier of(a) written notice of default is given to Borrower by Lender, or (b) any officer of Borrowerobtaining actual knowledge of such failure;     8.05 This Agreement or any of the other Transaction Documents shall at any time for any reasoncease to be in full force and effect or shall be declared to be null and void by a court ofcompetent jurisdiction, or if the validity or enforceability hereof or thereof shall be contestedor denied by Borrower or any Obligor, or if Borrower or any Obligor shall deny that it has anyfurther liability or obligation hereunder or thereunder or if Borrower or any Obligor shall fail tocomply with or observe any of the terms, provisions or conditions contained in any of theTransaction Documents (other than thisAgreement);
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     8.06 Borrower, Subsidiary Bank or any Subsidiary shall (a) voluntarily commence any proceedingor file any petition seeking relief under Title 11 of the United States Code or any otherFederal, state or foreign bankruptcy, insolvency, receivership, liquidation orsimilar law, (b) consent to the institution of, or fail to contravene in a timely andappropriate manner, any such proceeding or the filing of any such petition, (c) applyfor or consent to the appointment of a receiver, trustee, custodian, sequestrator orsimilar official of itself, himself or herself or of a substantial part of its Property orassets, (d) file an answer admitting the material allegations of a petition filed against itself,himself or herself in any such proceeding, (e) make a general assignment for the benefit ofcreditors, (f) become unable, admit in writing its, his or her inability or fail generally topay its, his or her debts as they become due, (g) become insolvent in either the equity orbankruptcy sense of the term or (h) take any corporate or other action for the purpose of effectingany of the foregoing;     8.07 An involuntary proceeding shall be commenced or an involuntary petition shall be filed ina court of competent jurisdiction seeking (a) relief in respect of Borrower, Subsidiary Bank or anySubsidiary, or of a substantial part of the Property or assets of Borrower, Subsidiary Bank or anySubsidiary, under Title 11 of the United States Code or any other Federal, state or foreignbankruptcy; insolvency, receivership, liquidation or similar law, (b) the appointment of a receiver,trustee, custodian, sequestrator or similar official of Borrower, Subsidiary Bank or any Subsidiaryor of a substantial part of the Property or assets of Borrower, Subsidiary Bank or any Subsidiaryor (c) the winding-up or liquidation of Borrower, Subsidiary Bank or any Subsidiary; and any suchproceeding or petition shall continue undismissed for sixth (60) consecutive days or an order ordecree approving or ordering any of the foregoing shall continue unstayed and in effect for sixty(60) consecutive days;     8.08 Subsidiary Bank shall be placed in receivership by any Regulatory Agency;     8.09 Any Regulatory Agency shall notify Subsidiary Bank that its capital has been impaired;     8.10 Subsidiary Bank shall cease to be an “insured depository institution” under or within themeaning of 12 U.S.C. §1813, as amended, or a cease and desist order, memorandum of understandingor other agreement shall be issued by any Regulatory Authority against or affecting Borrower,Subsidiary Bank, or any Subsidiary which (in Lender’s opinion) has or could have a Material AdverseEffect;     8.11 Any litigation or governmental or regulatory proceeding is instituted againstBorrower, Subsidiary Bank or any Subsidiary which, in Lender’s reasonable opinion, willhave a Material AdverseEffect, after taking into account insurance coverage and reserves therefor (if any);     8.12 Any Property of Borrower, Subsidiary Bank or any Subsidiary, shall be seized, attached orlevied upon, the value of which could reasonably be expected to have a Material Adverse Effect, andsuch Property, is not released within sixty (60) days after being seized, attached or levied upon;     8.13 Borrower, Subsidiary Bank or any Subsidiary shall have a judgment entered against it by acourt having jurisdiction in the premises, in an amount which could reasonably be expected to havea Material Adverse Effect, and such judgment shall not be appealed in good faith or satisfiedwithin sixty(60) days after the entry of such judgment;     8.14 Borrower, Subsidiary Bank or any Subsidiary shall fail (and such failure shall not havebeen cured or waived) to perform or observe any term, provision or condition of, or any otherdefault or event of default shall occur under, any agreement, document or instrument evidencing orsecuring any outstanding indebtedness of Borrower, Subsidiary Bank or any Subsidiary, as the casemay be, for borrowed money in the amount of at least $100,000 (other than the Obligations), if theeffect of such failure or default is to cause or permit such indebtedness to be declared to be dueand payable or otherwise accelerated, or required to be prepaid (other than by a regularlyscheduled required prepayment), prior to the stated maturity thereof;
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     8.15 The institution by Borrower, any ERISA Affiliate or Subsidiary Bank of stepsto terminate any Pension Plan if, in order to effectuate such termination, Borrower, anyERISA Affiliate or Subsidiary Bank would be required to make a contribution to suchPension Plan or would incur a liability or obligation to such Pension Plan in excess of$ 500,000; or the institution by the PBGC of steps to terminate any Pension Plan; or     8.16 Borrower, Subsidiary Bank or any Subsidiary shall be declared by Lender to be in defaulton, or pursuant to the terms of, (a) any other present or future obligation to Lender, including,without limitation, any other loan, line of credit, revolving credit, guaranty or letterof credit reimbursement obligation, or (b) any other present or future agreement purporting toconvey to Lender a Lien upon any of the Property or assets of Borrower, Subsidiary Bankor any Subsidiary, and such default has not been cured within any applicable cure period;THEN, and in each such event (other than an event described in Sections 8.06, 8.07, 8.08, 8.09or 8.10), Lender may declare the entire outstanding principal balance of and all accrued andunpaid interest on the Note issued under this Agreement and all other amounts payable by Borrowerhereunder to be immediately due and payable, whereupon all of such outstanding principal balanceand accrued and unpaid interest and all such other amounts shall become and be immediately due andpayable, without presentment, demand, protest or further notice of any kind, all of which arehereby expressly waived by Borrower, and Lender may exercise any and all other rights and remedieswhich it may have under any of the other Transaction Documents or under applicable law; provided,however, that upon the occurrence of any event described in Sections 8.06, 8.07, 8.08, 8.09 or8.10, the entire outstanding principal balance of and all accrued and unpaid interest on the Noteissued under this Agreement and all other amounts payable by Borrower hereunder shall automaticallybecome immediately due and payable, without presentment, demand, protest or further notice of anykind, all of which are hereby expressly waived by Borrower, and Lender may exercise any and allother rights and remedies which it may have under any of the other Transaction Documents or underapplicable law.     SECTION 9. GENERAL     9.01 No Waiver. No failure or delay by Lender or the holder of the Note in exercisingany right, remedy, power or privilege hereunder or under any other Transaction Document shalloperate as a waiver thereof; nor shall any single or partial exercise thereof preclude any other orfurther exercise thereof or the exercise of any other right, remedy, power or privilege. Theremedies provided herein and in the other Transaction Documents are cumulative and not exclusive ofany remedies provided by law. Nothing herein contained shall in any way affect the right of Lenderto exercise any statutory or common law right of banker’s lien or set-off.     9.02 Right of Set-Off. Upon the occurrence and during the continuance of any Eventof Default under this Agreement, Lender is hereby authorized at any time and from time totime to set-off and apply any and all deposits (general or special, time or demand,provisional or final) at any time held and any and all other indebtedness at any time owingby Lender to or for the credit or the account of Borrower against any and all of theObligations irrespective of whether or not Lender shall have made any demand hereunder orthereunder. Lender agrees promptly to notify Borrower after any such set-off andapplication made by Lender, provided, however, that the failure to give such notice shallnot affect the validity of such set-off and application. The rights of Lender under thisSection 9.02 are in addition to any other rights and remedies (including, withoutlimitation, other rights of set-off) which Lender may have. Nothing contained in thisAgreement or any other Transaction Document shall impair the right of Lender to exerciseany right of set-off or counterclaim it may have against Borrower and to apply the amountsubject to such exercise to the payment of indebtedness of Borrower unrelated to thisAgreement or the other Transaction Documents.     9.03 Cost and Expenses. Borrower agrees to pay (a) all reasonable legal expenses(including Attorneys’ Fees), recording and filing fees incurred in connection with the preparationand
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amendment of this Agreement and the other Transaction Documents (b) if an Event ofDefault occurs, all out-of-pocket costs and expenses incurred by Lender, including, withoutlimitation, reasonableAttorneys’ Fees, in connection with such Event of Default and collection and other enforcementproceedings resulting therefrom and (c) all other reasonable Attorneys’ Fees incurred by Lenderrelating to or arising out of or in connection with this Agreement or any of the otherTransactionDocuments.     9.04 Environmental Indemnity. Borrower hereby agrees to indemnify Lender and holdLender harmless from and against any and all losses, liabilities, damages, injuries, costs,expenses and claims of any and every kind whatsoever (including, without limitation, court costsand Attorneys’ Fees) which at any time or from time to time may be paid, incurred or suffered by,or asserted against, Lender for, with respect to or as a direct or indirect result of theviolation by Borrower, Subsidiary Bank or any Subsidiary of any laws or regulations relatingto solid waste and/or hazardous waste treatment, storage, disposal, generation and transportation,air, water and/or noise pollution, soil or ground or water contamination, the handling, storage orrelease into the environment of hazardous materials or hazardous substances, and the transportationof hazardous materials (“Environmental Laws”); or with respect to, or as a direct orindirect result of the presence on or under, or the escape, seepage, leakage, spillage, discharge,emission or release from, properties utilized by Borrower and/or Subsidiary Bank in the conduct oftheir respective businesses into or upon any land, the atmosphere or any watercourse, body of wateror wetland, of any hazardous material or substances (including, without limitation, any losses,liabilities, damages, injuries, costs, expenses or claims asserted or arising under theEnvironmental Laws); and the provisions of and undertakings and indemnification set out in thisSection 9.04 shall survive the satisfaction and payment of the Obligations and termination of thisAgreement.     9.05 General Indemnity. In addition to the payment of expenses pursuant to Section9.03, whether or not the transactions contemplated hereby shall be consummated, Borrower herebyagrees to indemnify, pay and hold Lender and any holder of any of the Note, and the officers,directors, employees, agents and affiliates of Lender and such holder(s) (each, and“Indemnitee”; and collectively, “Indemnitees”) harmless from and against any andall other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims,costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation,the reasonable fees and disbursements of counsel for such indemnities in connection with anyinvestigative, administrative or judicial proceeding commenced or threatened, whether or not suchIndemnitees shall be designated a party thereto), that may be imposed on, incurred by or assertedagainst Indemnitees, in any manner relating to or arising out of this Agreement or other agreementsexecuted and delivered by Borrower or any other Obligor in connection herewith, the statementscontained in any commitment letters delivered by Lender, Lender’s agreement to make the Loanhereunder or the use or intended use of the proceeds of the Loan hereunder (the “IndemnifiedLiabilities”); that Borrower shall have no obligation to an Indemnitee hereunder with respectto Indemnified Liabilities arising from the negligence or willful misconduct of that Indemnitee asdetermined by a court of competent jurisdiction. To the extent that the undertaking to indemnify,pay and hold harmless set forth in the preceding sentence may be unenforceable because it isviolative of any law or public policy, Borrower shall contribute the maximum portion that it ispermitted to pay and satisfy under applicable law to the payment and satisfaction of allIndemnified Liabilities incurred by the Indemnities or any of them. The provisions of theundertakings and indemnification set out in this Section 9.05 shall survive satisfaction andpayment of the Obligations and termination of thisAgreement.     9.06 Authority to Act. Lender shall be entitled to act on any notices andinstructions (telephonic or written) reasonably believed by Lender to have been delivered byany Person authorized to act on behalf of Borrower pursuant hereto, regardless of whethersuch notice or instruction was in fact delivered by a Person authorized to act on behalf ofBorrower, and Borrower hereby agrees to indemnify Lender and hold Lender harmless from andagainst any and all losses and expenses, if any,
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ensuing from any such action; provided, however, that Borrower shall have no obligation toindemnify Lender against any such losses or expenses arising solely from Bank’s gross negligence orintentional misconduct as determined by a court of competent jurisdiction.     9.07 Notices. Except as otherwise specifically set forth in this Agreement, eachnotice, request, demand, consent, confirmation or other communication under this Agreement shall bein writing and delivered in person or sent by telecopy, recognized overnight courier orregistered or certified mail, return receipt requested and postage prepaid, to the applicableparty at its address or telecopy number set forth on the signature page(s) of this Agreement, or atsuch other address or telecopy number as any party hereto may designate as its address forcommunications under this Agreement by notice so given. Such notices shall be deemed effective onthe day on which delivered or sent if delivered in person or sent by telecopy (with answerbackconfirmation received), on the first (1st) Business Day after the day on which sent, ifsent by recognized overnight courier or on the third (3rd) Business Day after the day onwhich mailed, if sent by registered or certified mail.     9.08 CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. BORROWER IRREVOCABLY SUBMITS TOTHE NON-EXCLUSIVE JURISDICTION OF ANY MISSOURI STATE COURT LOCATED IN ST. LOUIS COUNTY,MISSOURI, OR ANY UNITED STATES OF AMERICA COURT SITTING IN THE EASTERN DISTRICT OFMISSOURI, AS LENDER MAY ELECT, IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATINGTO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT. BORROWER HEREBY IRREVOCABLY AGREESTHAT ALL CLAIMS IN RESPECT TO SUCH SUIT, ACTION OR PROCEEDING MAY BE HELD AND DETERMINED INANY OF SUCH COURTS. BORROWER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,ANY OBJECTION WHICH BORROWER MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCHSUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT, AND BORROWER FURTHER IRREVOCABLYWAIVES ANY CLAIM THAT SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEENBROUGHT IN AN INCONVENIENT FORUM. BORROWER HEREBY EXPRESSLY WAIVES ALL RIGHTS OF ANY OTHERJURISDICTION WHICH BORROWER MAY NOW OR HEREAFTER HAVE BY REASON OF ITS PRESENT ORSUBSEQUENT DOMICILES. BORROWER AUTHORIZES THE SERVICE OF PROCESS UPON BORROWER BYREGISTERED MAIL SENT TO BORROWER AT ITS ADDRESS SET FORTH IN SECTION 9.08. **BORROWER ANDLENDER IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION IN WHICHBORROWER AND LENDER ARE ADVERSE PARTIES**.     9.09 Lender’s Books and Records. Lender’s books and records showing the accountbetween Borrower and Lender shall be admissible in evidence in any action or proceeding andshall constitute prima facie proof thereof.     9.10 Governing Law; Amendments. This Agreement, the Note, and all of the otherTransaction Documents shall be governed by and construed in accordance with the internallaws of the State of Missouri, and this Agreement and the other Transaction Documents maynot be changed, nor may any term, condition or Event of Default be waived, modified ordischarged orally but only by an agreement in writing, signed by the party against whomenforcement of any waiver, change, modification or discharge is sought.     9.11 References; Headings for Convenience. Unless otherwise specified herein, allreferences herein to Section numbers refer to section numbers of this Agreement, and all referencesherein to Exhibits A and B, and Schedules3.03, 5.05,5.08, 5.11, and 5.12 refer to annexed Exhibits A and B andSchedules3.03, 5.05, 5.08, 5.11, and 5.12 whichare hereby incorporated herein by reference. The section headings are furnished for the convenienceof the parties and are not to be considered in the construction or interpretation of thisAgreement.
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     9.12 Binding Agreement. This Agreement shall be binding upon and inure to thebenefit of Borrower and its successors and Lender and its successors and assigns. Borrowermay not assign or delegate any of its rights or obligations under this Agreement.     9.13 Severability. In the event any one or more of the provisions contained in thisAgreement should be invalid, illegal or unenforceable in any respect the validity, legality andenforceability of the remaining provisions contained herein shall not in any way be affected orimpaired thereby.     9.14 Counterparts. This Agreement may be executed in any number of counterparts, eachof which shall be deemed an original, but all of which together shall constitute one and the sameinstrument.     9.15 Resurrection of Obligations. To the extent that Lender receives any payment onaccount of any of the Obligations, and any such payment(s) or any part thereof are subsequentlyinvalidated, declared to be fraudulent or preferential, set aside, subordinated and/or required tobe repaid to a trustee, receiver or any other Person under any bankruptcy act, state or Federallaw, common law or equitable cause, then, to the extent of such payment(s) received, theObligations or part thereof intended to be satisfied and any and all liens, security interests,mortgages, deeds of trust and/or other encumbrances upon or pertaining to any assets of Borrowerand theretofore created and/or existing in favor of Lender as security for the payment of such theObligations shall be revived and continue in full force and effect, as if such payment(s) had notbeen received by Lender and applied on account of the Obligations.     9.16Notice Required by Section 432.047 R.S. Mo.; Entire Agreement. This noticeis provided pursuant to Section 432.047 R.S.Mo. As used herein, “creditor” means Lender and “thiswriting” means this Agreement and the other Transaction Documents. **ORAL AGREEMENTS OR COMMITMENTSTO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TOEXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT ISBASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER(S)) AND US(CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCHMATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THEAGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT**. This Agreement embodiesthe entire agreement and understanding between the parties hereto and supersedes all prioragreements and understandings (oral or written) relating to the subject matter hereof.     9.17 USA PATRIOT Act. Lender hereby notifies Borrower that pursuant to therequirements of the USA PATRIOT Act, Title Ill of Pub. L. 107-56 (signed into law October 26, 2001)(the “Act”), it is required to obtain, verify and record information that identifies Borrower,which information includes the name and address of Borrower and other information that will allowLender to identify Borrower in accordance with the Act.     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year firstabove written.**(SIGNATURES ON FOLLOWING PAGE)**
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**SIGNATURE PAGE-**