Page 20

payment was not effected in accordance with the terms and conditions of this Letter of
Credit, stating the reasons therefore and that we will upon your instructions hold the
documents at your disposal or return the same to you. You may correct any such non-
conforming demand, provided such corrected demand is presented at the Bank’s Office
on or before the Stated Expiration Date.

Funds under this Letter of Credit also are available to you against and on a day in
accordance with your Prepayment Draw Certificate presented in full compliance with the
terms and conditions of this Letter of Credit. Each such Prepayment Draw Certificate
shall be presented by registered mail (with return receipt requested) or courier service or
hand delivery at the Bank’s Office no later than 12:00 p.m. (Chicago time) at least one
Banking Day before the day (which shall also be a Banking Day) of our making funds
available to you hereunder. If a demand for payment hereunder does not, in any instance,
conform to the terms and conditions of this Letter of Credit, we shall give you written
notice within one (1) Banking Day after receipt of the same by us that the demand for
payment was not effected in accordance with the terms and conditions of this Letter of
Credit, stating the reasons therefore and that we will upon your instructions hold the
documents at your disposal or return the same to you. You may correct any such non-
conforming demand, provided such corrected demand is presented at the Bank’s Office
on or before the Stated Expiration Date.

All payments made by us under this Letter of Credit will be made in immediately
available funds and will be disbursed from our own funds. If requested by you, payment
under this Letter of Credit may be made by wire transfer of Federal Réserve Bank of
Chicago funds to your account in a bank on the Federal Reserve wire. rien,

Only you may initiate any Payment Certificate andDraft cy Letter of Credit.
Only you may initiate any Prepayment Draw Certiffgate under pifis Letterof Credit.

This Letter of Credit is transferab}
Customs and Practice for Dodfiméatary Credits of the International Chamber of
Commerce (Publication 600) (“IC Publication No. 500”). Any transfer of this Letter of
Credit may be effected {n whole but not in part, at any time and from time to time, to a
nationally recognized fi ial institution that is the holder and beneficial owner of the
Note. Any transfer request must be effected by presenting to us the certificate in the form
of Annex C attached hereto, together with the original Letter of Credit No. CTCS-
286936. Transfers to designated Foreign Nationals and/or specially designated nationals
contrary to the U.S. Treasury Department or Foreign Assets Control Regulations are not
permitted.

EXPIRATION

This Letter of Credit expires on the Stated Expiration Date, but such Stated Expiration
Date will be extended automatically, without amendment of this Letter of Credit, for a
one year period effective on the Stated Expiration Date and effective upon each
anniversary of the Stated Expiration Date (each such anniversary a “New Stated
Expiration Date”), unless at least one hundred twenty (120) days prior to such expiration

5


Page 14

and (iv) as of the date of the Certificate and since the date of the Note has not pledged or
assigned any of its assets or granted or suffered any lien or similar encumbrance or interest in or
against its rights or property other than to maintain the Letter of Credit. For purposes of this
Certificate, “Debt” shall have the meaning given such term in Section 101 of the United States

Bankruptcy Code, 11 U.S.C. §101 (2006).

3. As of the date of this Certificate and since the date of the Note, no Credit Default
(as defined in the Note) has occurred or is continuing.

IN WITNESS WHEREOF, this Certificate has been duly executed and delivered as of the
__ day of »20_.

Name:
Title:

a

14


Page 24

Annex B
PREPAYMENT DRAW CERTIFICATE

To:

JPMorgan Chase Bank, N.A.
Standby Letter of Credit Unit
300 South Riverside Plaza
Mail Code-0236

Chicago, Illinois 60606-0236

Re: Irrevocable Letter of Credit No.: CTCS-286936

The undersigned, a duly authorized officer of the undersigned Beneficiary, hereby
certifies to JPMorgan Chase Bank, N.A. (the “Bank”), with reference to the Irrevocable
Letter of Credit No.: CTCS-286936 (the “Letter of Credit”), issued by the Bank in favor
of the Beneficiary, as follows:

As Applicant has delivered a Prepayment Notice (as defined under the Note) to
the Beneficiary specifying a prepayment in the amount of USS$[ ], the
Applicant is making a draw under the Letter of Credit payable to the Beneficiary
in such amount, payable to the Beneficiary on the next succeeding Banking Day.

The amount of this draft does not exceed the amount available to be drawn_under the
Letter of Credit.

<— \
The terms used herein which are not specifically wens in the/Letter

of Credit.
Please remit proceeds as follows/[Ins (sda eton, including bank name
and ABA routing number and accouytth becledited].

IN WITNESS WHEREOF,

Beneficiary has executed and delivered this Prepayment
Draw Certificate as of the :

day of

as Beneficiary

By:
[Name and Title]



Page 5

to have waived the right. Unless that writing expressly states otherwise, no such waiver shall be
construed as a waiver of a subsequent breach or failure of the same term or condition or a waiver
of any other term or condition contained in this Note.

Waiver of Demand, etc. Except as otherwise provided herein, the Payor hereby waives
demand, diligence, presentment, protest and notice of protest and notice of every other kind in
respect of this Note.

Headings. The section headings in this Note are for convenience only and shall not affect
the construction of this Note.

Conflicts. In the event of any conflict between the terms of this No the terms of the
Agreement as the same relate to this Note or the Letter of Credit, comm» ‘this Note shall
control.

Attorney Costs; Expenses. The Payor agre: Nate older forall reasonable costs
and expenses (including the fees and dis tot of {ny outside counsel to the Holder)
thi

incurred in connection with the enforce: ote, provided, that the Holder shall have
prevailed in any such enforcemenfprocekding.-in the event that the Payor proposes a similar
se (c) or (( the Wefinition of Letter of Credit or an alternative form of
security under clausé (e), (f) or ( e definition of Letter of Credit, the Payor shall reimburse
the Holder for its feasonable outsige counsel fees and expenses in connection with the Holder’s
review and approval of such similar undertaking or alternative form of security, as applicable.

Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK (WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT MIGHT REFER THE
GOVERNANCE OF THIS NOTE TO THE LAW OF ANY OTHER JURISDICTION).

Remainder of Page Intentionally Left Blank


Page 21

date, or prior to any anniversary of the Stated Expiration Date or any New Stated
Expiration Date, as the case may be, we notify both you and the Applicant in writing by
registered mail (with return receipt requested) or courier service that we elect not to
extend this Letter of Credit. Unless we are otherwise notified in writing by you or the
Applicant, as applicable, any such notices shall be sent to the addresses for you and the
Applicant set forth above. We understand that you or the Applicant, as the case may be,
shall also deliver a copy of any such notice of change of address to the other by registered
mail (with return receipt requested) or courier service.

MISCELLANEOUS

This Letter of Credit sets forth in full the terms of our undertaking and our obligations
under this Letter of Credit are not contingent or subject to any condition or qualification
except as set forth herein. Such undertaking shall not in any way be modified, amended
or amplified by reference to any document or instrument referred to herein or in which
this Letter of Credit is referred or to which it relates (including, without limitation, the
Agreement) and any such reference shall not be deemed to incorporate herein by
reference any document or instrument.

All charges and commissions of JPMorgan Chase Bank, N.A., incurred in this transaction
(but not in respect of transfers of this Letter of Credit) are for the Applicant’s account.

We hereby agree with you that each duly completed Payment Certificaté% And Draft and
each Prepayment Draw Certificate drawn under and in compliance wth’the te:
conditions of this Letter of Credit will be duly honored upon p sention . The
obligation of JPMorgan Chase Bank, N.A., under thj saohygC dit is thé individual
obligation of JPMorgan Chase Bank, N.A., is j
reimbursement with respect thereto.

fo way contingent upon

Except as otherwise eXpressly/|stated herein, this Letter of Credit is subject to and
governed by the Law df the State of New York and ICC Publication No. 500 and, in the
event of any conflict, tl aw of the State of New York will control. If this Letter of
Credit expires during an interruption of business as described in Article 17 of ICC
Publication No. 500, we agree to effect payment if this Letter of Credit is drawn against
within thirty (30) days after the resumption of business.

Very Truly Yours,
JPMorgan Chase Bank, N.A.

By:
Authorized Signature


Page 23

an amount equal to US$[ ], which is equal to the current Stated Amount
of the Letter of Credit.]

OR
[As a Letter of Credit Issuer Default (as defined in the Note) under the Note

has occurred, the Beneficiary is making a draw under the Letter of Credit in
an amount equal to US$[ ], which is equal to the current Stated Amount
of the Letter of Credit.]

(2) The amount of this draft does not exceed the amount available to be drawn by
the Beneficiary under the Letter of Credit.

The terms used herein which are not specifically defined herein are defined in the Letter
of Credit.

Please remit proceeds as follows: [Insert payment instructions, including bank name and
ABA routing number and account to be credited.]

IN WITNESS WHEREOF, the Beneficiary has executed and delivered this Payment
Certificate and Draft as of the day of

Ao

, [Name and Title]


(b)(6)

(b)(2)

(b)(2),(b)
(6)

(b)(2),(b)

Page 18

or such other address that we may hereafter designate by written notice delivered to the
Applicant and you.

Each notice, request, certificate and other communication to be sent to the Applicant by
us or you under this Letter of Credit shall be sent via facsimile, hand delivery, registered
mail (with return receipt requested) or courier service to:

SBLC, L.L.C.

71 South Wacker Drive
Suite 4600

Chicago, Ilinois 60606
Attention: Glen Miller
Facsimile: 312-577-2599

with a copy by electronic mail to:

a

or such other address, electronic mail address, or facsimile number that the Applicant
may hereafter designate by written notice delivered to us and you.

Each notice, request, certificate and other communication to be sent to you bY us)or the
Applicant under this Letter of Credit shall be sent via facsimile, hand daly, stered
mail (with return receipt requested) or courier service to:

Federal Deposit Insurance Corporation, VY
Investigations, DRR Lf
550 17" Street, N.W. CY

Washington, DC 20429-0002

Attention:
Facsimileé

N)

with copies to:

Federal Deposit Insurance Corporation
Office of General Counsel

550 17" Street, N.W.

Washington, DC 20429-0002

Attention: General Counsel
Facsimile: 202-898-7394

and by electronic mail to:



Page 10

copy of the proposed letter of credit are provided to the Holder at least forty-five (45) days prior
to the date on which such letter of credit is to become effective;

(c) if a letter of credit is Unavailable to the Payor from a bank organized in the
United States that satisfies the requirements of clause (a) or clause (b) above, then (and only
then) Letter of Credit shall mean a letter of credit substantially in the form of Appendix 3 to this
Note or such other form of letter of credit that is in form and substance reasonably acceptable to
the Holder, and issued by a bank organized in a G-10 Country, that permits draws on such letter
of credit to be made within a state of the United States other than Alaska or Hawaii, and that is
not affiliated with the Payor and that meets the Ratings Requirement, provided, that at least
seventy-five (75) days prior to the date on which such letter edit\is to become effective, the
Payor has notified the Holder that the Payor will be prope$ing such/letter of credit pursuant to
this clause (c), together with a reasonably detailed explafefion as tp/why the Payor is entitled to
do so, and at least sixty (60) days prior to the date on With sugh letter of credit is to become
effective, the Payor shall provide the Holder the identity of the issuer and a copy of the proposed
letter of credit;

(@) if a letter of credit is a the Payor from a bank that satisfies the
requirements of clause (a), (b) or (c}-aDpve, then (and only then) Letter of Credit shall mean a
similar undertaking in form and sulstan¢e’reasonably acceptable the Holder and issued by an
insurance company that is not affiliatedAvith the Payor and that has a Best’s financial strength
rating higher than “A”, provid! at at least seventy-five (75) days prior to the date on which
such similar undertaking iy b&somie effective, the Payor has notified the Holder that the Payor
will be proposing sych si unvertaking pursuant to this clause (d), together with a reasonably
as to Why the Payor is entitled to do so, and at least sixty (60) days prior to
such similar undertaking is to become effective, the Payor shall provide the
of the issder and a copy of the proposed similar undertaking;

(e) ifa I of credit or similar undertaking is Unavailable to the Payor from a bank
or insurance company that satisfies the requirements of clause (a), (b), (c), or (d) above, then
(and only then) Letter of Credit shall mean an alternative form of security in form and substance
reasonably acceptable to the Holder that is issued by a bank that does not meet the Ratings
Requirement or an insurance company that does not have a Best’s financial strength rating higher
than “A” or an escrow account, provided, that in any such case, at the time of delivery of such
alternative form of security and thereafter (as hereinafter provided) (i) the Note shall be rated, at
the Payor’s expense, and the Note shall maintain a credit rating that satisfies the Ratings
Requirement (and the Note shall not have a credit rating by any rating agency that is lower than
such Rating Requirement), (ii) the issuer or escrow agent shall be reasonably acceptable to the
Holder and shall not be affiliated with the Payor, and (iii) the alternative form of security shall
satisfy the Alternative Requirements, as applicable, provided, further that the Payor shall notify
the applicable rating agency of any material events that could impact the rating of the Note and
shall cause the applicable rating agency to review its rating of the Note (x) at least annually
within thirty (30) days after the payment of each Installment and (y) within thirty (30) days after
any change in the issuer of the alternative form of security or any release or substitution of
collateral (other than with respect to the payment of an Installment, which shall be governed by
the preceding clause (x)); provided, further, that at least seventy-five (75) days prior to the date
on which such alternative form of security is to become effective, the Payor has notified the

10


Page 7

Appendix 1

Defined Terms

“Agreement” means that certain Agreement dated as of December 10, 2001 (including
appendices, schedules and exhibits thereto), by and among the Federal Deposit Insurance
Corporation in its corporate capacity, the Federal Deposit Insurance Corporation in its capacity
as receiver for Superior Bank FSB, the Federal Deposit Insurance Corporation in its capacity as
conservator for Superior Federal Bank FSB, the Federal Deposit Insurance Corporation in its
capacity as manager for the FSLIC Resolution, Fund, the United States Department of the
Treasury Office of Thrift Supervision, SBLC, L.L.C. and SBIA, L.L.C. (in each case, a successor
in interest to Asworth Corporation, a Nevada corporation), <to-Coast Financial
Corporation, a Nevada corporation, Superior Holdings, Inc., a oo oration, UBH, Inc., a

Nevada corporation and Coast Partners, an Illinois general partnersfap-

proposed under clause (e), (f) or (g) of the defi
provides the Holder with the same rah ms gs provided ufider the letter of credit in the

form of Appendix 3 to this Note, indading; without limitation, that such alternative form of
security:
(a) is irre¥ocable once eStablished;

(b) prowdes -#1¢ Holder with the right to make annual draws from the issuer for the
payment of Installments (or, in the case of an escrow account, from the collateral);

“Alternative Requirements” means “ik ay alternative form of security
e

(c) is automatically renewable no more frequently than annually until the Note is paid
in full (unless at least one hundred twenty (120) days prior to its annual expiration date (if any),
the issuer or escrow agent, as applicable, gives notice of nonrenewal to the Holder and the

Payor);

(d) provides that Installments payable by an issuer of the alternative form of security
are to be paid from the funds of the issuer (not the Payor or any other person);

(e) provides that the obligations of the issuer of the alternative form of security to
make payments or the escrow agent to disburse funds, as applicable, are in no way contingent
upon reimbursement; and

(f) in the case of an escrow account,

6) Installments payable shall be paid from the collateral deposited into the
escrow account for the benefit of the Holder (not other funds of the Payor
or any other person), and the Payor’s only rights and interest in such
escrow account shall be contractual in accordance with the escrow
agreement, which shall incorporate the terms set forth below;


(b)(6)

Page 6

SBLC, L.L.C.

By:
Name: Glen Miller
Title: Vice President



Page 19

Federal Deposit Insurance Corporation
Legal Division

3501 North Fairfax Drive,[___]
Arlington, VA 22226-3500

Attention: Richard Aboussie
Facsimile:

and * electronic mail to:

Federal Deposit Insurance Corporation
Capital Markets and is, DRR
550-17" Street, N.W.

Washington, DC 20429-002

Attention: Ralph Malami
Facsimile:{

N
and * electronic mail to:

or such other address, electronic mal address Mead number that you may hereafter
s aud the

designate by written notice deft Applicant.

DECREASE
The Stated Amount undef this Letter of Credit shall be automatically decreased upon our
payment of any draw b: pursuant to a Payment Certificate and Draft under this

Letter of Credit by an amount equal to the amount of such payment. The Stated Amount
under this Letter of Credit also shall be automatically decreased upon our payment to you
of any draw by you pursuant to your Prepayment Draw Certificate. The Stated Amount
of this Letter of Credit also shall be automatically decreased upon our receipt of and
pursuant to any Reduction Certificate in the form of Annex D hereto (a “Reduction
Certificate”).

PRESENTATION

Funds under this Letter of Credit are available to you against and on a day in accordance
with your Payment Certificate and Draft presented in full compliance with the terms and
conditions of this Letter of Credit. Each such Payment Certificate and Draft shall be
presented by registered mail (with return receipt requested) or courier service or hand
delivery at the Bank’s Office no later than 12:00 p.m. (Chicago time) at least one
Banking Day before the day (which shall also be a Banking Day) of our making funds
available to you hereunder. If a demand for payment hereunder does not, in any instance,
conform to the terms and conditions of this Letter of Credit, we shall give you written
notice within one (1) Banking Day after receipt of the same by us that the demand for

4

(b)(2)


Page 9

seeking reorganization, arrangement, adjustment or composition of or in respect of the Payor
under any applicable Bankruptcy Law, or appointing a receiver, trustee, assignee, liquidator,
custodian or sequestrator under any applicable Bankruptcy Law of the Payor or of any
substantial part of the property of the Payor, or ordering the winding up or liquidation of the
affairs of the Payor, and, in each case, the continuance of any such decree or order unstayed and
in effect for a period of thirty (30) consecutive calendar days; or

(b) () the commencement by the Payor of a voluntary case or proceeding under any
applicable Bankruptcy Law or of any other case or proceeding seeking relief from the claims of its
creditors, (ii) the consent by the Payor to the entry of a decree or order for relief in respect of the

Payor in an involuntary case or proceeding under any applicable B; iptcy Law or to the
01

by the Payor of a petition or answer or consent seeking reorganizati  reftef from claims under
any applicable Bankruptcy Law, (iv) the consent by the Payor to th
the appointment of or taking possession by a receiver, trust
sequestrator under any applicable Bankruptcy Law of,
property of the Payor, or the winding up or liquidatioy’o
by the Payor that it is unable to pay its debts as the¥ b€com
an assignment for the benefit of its creditors.

“G-10 Country” means each 0: va. Canada, France, Germany, Italy, Japan,
Netherlands, Sweden, Switzerland apd ited Kingdom.

commencement of any bankruptcy or insolvency case or Song Payor, (iii) the filing

ing ofany such petition or to
ignee/ liquidator, custodian or
or of any substantial part of the
's affairs, (v) the admission in writing
due, or (vi) the making by the Payor of

“Holder” has the meani 19 the first paragraph of this Note.

“Installment” Yas the ning given in the paragraph entitled “Installments” in this

Note.
“Letter of Cretlit”feans:

(a) a letter of credit substantially in the form of Appendix 3 to this Note or such other
form of letter of credit that is in form and substance reasonably acceptable to the Holder, and
issued by a bank organized in the United States that is one of the twenty-five largest banks in the
United States (based on total assets), that permits draws on such letter of credit to be made within
a state of the United States other than Alaska or Hawaii, that is not affiliated with the Payor and
that meets the Ratings Requirement;

(b) __ if the Payor certifies to the Holder that notwithstanding the exercise by the Payor
of good faith reasonable efforts to do so the Payor has not been able to obtain a letter of credit
from a bank that is one of the twenty-five largest banks in the United States (based on total
assets) on commercially reasonable terms, Letter of Credit shall mean a letter of credit
substantially in the form of Appendix 3 to this Note or such other form of letter of credit that is
in form and substance reasonably acceptable to the Holder, and issued by a bank organized in the
United States, that permits draws on such letter of credit to be made within a state of the United
States other than Alaska or Hawaii, that is not affiliated with the Payor and that meets the
Ratings Requirement, provided, that the certification required pursuant to this clause (b) and a


Page 1

Confidential Treatment Requested

PROMISSORY NOTE

U.S.$264,000,000.00 October 12, 2006

FOR VALUE RECEIVED, SBLC, L.L.C., a Delaware limited liability company (the
“Payor”), by this promissory note (including the Appendices hereto, this “Note”) hereby
promises to pay to the order of the Federal Deposit Insurance Corpératioy in all of its capacities
under the Agreement (as defined in Appendix 1 hereto) (the “Hofder’\\ the) principal sum of Two
Hundred Sixty-Four Million Dollars (U.S.$264,000,000. hereredfter provided, without
interest. This Note shall be deemed to be the Note ae in fhe Agreement.

Installments. The principal hereof shall be payafe in equal annual installments (each, an
“Installment”) of Twenty-Four Million Dell: .S.$24,000,000.00) in cash on or before each
December 10, commencing Decem! e 2066 and ending (unless earlier prepaid) on
December 10, 2016, provided, that if, ly year, December 10 is not a Business Day (as
defined in Appendix 1 hereto), thgn the Hfstallment otherwise due on such December 10 shall be
due on the next succeedin; sinessDay. Each Installment under this Note shall be payable in
Lette} Credit (as defined in Appendix 1 hereto) by presentment to the
Letter of Credit (ag)defined in Appendix 1 hereto) of a properly completed Payment
Certificate afd Drpf (as defined in Appendix 1 hereto), which presentment shall be made no
earlier thaf the Detember 5 prior to the December 10 (or, if December 10 is not a Business Day,
the next gucceeding Business Day) on which such Installment is due.

accordance with 1

Annual Compliance Certificate. The Payor shall at all times remain a Special Purpose
Entity, as defined in the form of the Annual Compliance Certificate (as hereinafter defined). On
December 1 of each calendar year (or the next succeeding Business Day if December 1 is not a
Business Day), the Payor shall deliver to the Holder a certificate, duly executed and completed
by an officer of the Payor, in the form attached as Appendix 2 hereto (each such certificate, an
“Annual Compliance Certificate”). In the event the Payor fails to deliver to the Holder a duly
executed and completed Annual Compliance Certificate when due and the Holder gives written
notice to the Payor of such failure, if the Payor fails to deliver to the Holder a duly executed and
completed Annual Compliance Certificate by the date that is fifteen (15) Business Days after
such notice from the Holder (a “Compliance Certificate Default”), the entire then outstanding
amount of this Note shall become immediately due and payable, without any further action on
the part of the Holder, and the Holder shall have the right to draw the full amount of the Letter of

Credit.

Payment Default. A default on this Note shall occur if any Installment is not paid in full
on or before the date on which it is due, provided, however, that the failure by the Holder to



Page 12

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc.

“Ratings Trigger” shall mean (a) with respect to a Letter of Credit issued under clause
(a), (b) or (c) of the definition of Letter of Credit, that the credit rating of the Letter of Credit
Issuer fails to satisfy the Ratings Requirement, (b) with respect to a Letter of Credit issued under
clause (d) of the definition of Letter of Credit, that the insurance company issuer fails to have a
Best’s financial strength rating higher than “A” and (c) with respect to a Letter of Credit issued
under clause (e), (f) or (g) of the definition of Letter of Credit, that the credit rating of the Note
fails to satisfy the Ratings Requirement.

“Ratings Requirement” means either a credit wats *s that is higher than

Al or a credit rating from S&P that is higher than A+; pri that refeyences to Moody’s and
S&P shall in each case include any successor or suecessors fhereto and, if such rating agency
shall for any reason no longer perform the finns Sess tings agency or no longer
rates institutions of the same type as the Letter of Credft Issuer, shall be deemed to refer to any
other nationally recognized rating agency dgsifnated by the Holder by written notice to the Payor
(and the Ratings Requirement applicable s6,suchesignated rating agency shall be comparable to
the Ratings Requirement of the predec “bey ating agency).

“Reduction Certificate” {means a Reduction Certificate, in the form attached to the
Letter of Credit, completed and exacuféd by the Holder.

“Unavailable” meat with respect to a Letter of Credit from a bank organized in the
United States, that ts\of credit are unavailable from banks organized in the United States
by operation/of law\(i4.\guch banks can no longer issue letters of credit to secure obligations
such as the/Note), or\(ii) fewer than three (3) banks organized in the United States that offer
letters of credit exist that meet the Ratings Requirement and that are not affiliated with the Payor,
(b) with regpect to A Letter of Credit from a bank organized in a G-10 Country, that (i) letters of
credit are uxavaifable from banks organized in G-10 countries by operation of law (i.e., such
banks can no longer issue letters of credit to secure obligations such as the Note), or (ii) fewer
than three (3) such banks that offer letters of credit exist that meet the Ratings Requirement and
that are not affiliated with the Payor, and (c) with respect to any other issuer or instrument, that
(i) the instrument is unavailable by operation of law to secure obligations such as the Note from
that type of issuer or the same type of issuer that provided the existing instrument, or (ii) that
there exist fewer than three (3) issuers of that type that offer instruments of the type of the
existing instrument.

12


Page 11

Holder that the Payor will be proposing such alternative form of security pursuant to this clause
(e), together with a reasonably detailed explanation as to why the Payor is entitled to do so, and
at least sixty (60) days prior to the date on which such alternative form of security is to become
effective, the Payor shall provide the Holder the identity of the issuer or escrow agent, as
applicable, and a copy of the proposed alternative form of security;

() if an alternative form of security has been provided to the Holder in accordance
with clause (c), (d) or (e) above, any replacement of that instrument to change the issuer or the
escrow agent, as applicable, shall be in form and substance substapti the same as the then
existing alternative form of security and the replacement issuer oJ este? agent, as applicable,
shall be reasonably acceptable to the Holder;

(g) if an alternative form of security has been pr e Holder in accordance

with clause (e) or (f) above subsequently becomes Unavailable and the security provided for in
clauses (a), (b), (c) and (d) is also 5 ta ae ‘only then) Letter of Credit shall mean
Droyi

any other alternative form of security thats pxoyided¥in accordance with and meets all of the
requirements of clause (e) above. .

“Letter of Credit Event” mean\ ahy event defined as a Letter of Credit Event in either
the paragraph entitled “Rafings \Reqyirement” or the paragraph entitled “Letter of Credit
Renewal’ in this Note.

dit I<guer” means JPMorgan Chase Bank, N.A., or any successor thereto,

f ‘Credit Issuer Default” has the meaning given in the paragraph entitled
“Payment Defatlt” in this Note.

“Moody’s” means Moody’s Investors Service.
“Note” has the meaning given in the first paragraph of this Note.

“Payment Certificate and Draft” shall have the meaning ascribed to such term in the
Letter of Credit, completed and executed by the Holder.

“Payment Default” has the meaning given in the paragraph entitled “Payment Default”
in this Note.

“Payor” has the meaning given in the first paragraph of this Note.

“Prepayment Draw Certificate” means a Prepayment Draw Certificate, in the form
attached to the Letter of Credit, completed and executed by the Holder.

“Prepayment Notice” has the meaning given in the paragraph entitled “Prepayment” in
this Note.


Page 8

(ii) __ the collateral shall be distributable only to or at the request of the Holder
(provided, that collateral shall be released to the Payor in the event the
Payor, in accordance with the terms of the Note, makes a direct
Prepayment or payment of an Installment to cure any failure by the escrow
agent to pay such Installment, but only to the extent that the remaining
collateral is at least equal to the then outstanding principal amount of the
Note) until the Note is paid in full (with the Holder entitled to draw rights
comparable to the draw rights it has under the letter of credit in the form
of Appendix 3 to this Note);

(iii) the escrow agent may not have a lien on the collateral (including a lien for
fees and other amounts due to the agent);

(iv) _ the Holder shall not be required to indemnj e ageny or any other person
or pay any fees or expenses of such agent, afid

(v) the escrow account shall be a bang remote account (i.e., not subject
to substantive consolidatio e assets of the Payor, the agent or any
of their respective affiljafeg)\\ afd the Payor shall, if requested, at the
Payor’s expense, providethe Holder with a legal opinion from counsel
acceptable to the Holder ch effect.

“Annual Compliance Certificate” Mas the meaning given in the paragraph entitled

“Annual Compliance Certificate” Ys {his

“Best” means A.M. pany.

“Business Day” means\a day on which banking institutions are not required or permitted
by applicable law, r¢gulation or executive order to be closed for business in Chicago, Illinois,
New York, New York or Washington, D.C., provided, that Business Day shall not include a day
on which (i) normal ing operations in Chicago, Illinois, New York, New York or
Washington, D.C. are disrupted by any outbreak or escalation of hostilities or other local,
national or international calamity or crisis, including, without limitation, by acts of terrorism or
sabotage or natural disaster, or any other disruption in the financial markets of the United States,
(ii) there is a suspension or material limitation of trading or pricing on the New York Stock
Exchange, the American Stock Exchange, the Chicago Board of Options Exchange, the Chicago
Mercantile Exchange, the Chicago Board of Trade or The Nasdaq Stock Market or (iii) there is
in effect a declaration of a banking moratorium by any federal or state authorities.

“Compliance Certificate Default” has the meaning given in the paragraph entitled
“Annual Compliance Certificate” in this Note.

“Credit Default” means:

(a) the entry by a court of competent jurisdiction of a decree or order (i) for relief in
respect of the Payor in an involuntary case or proceeding under Title 11, U.S. Code or any
similar or successor federal, state or foreign law for the relief of debtors (“Bankruptcy Law”) or
(ii) adjudging the Payor as bankrupt or insolvent, or approving as properly filed a petition

8


Page 22

Annex A
PAYMENT CERTIFICATE AND DRAFT

To:

JPMorgan Chase Bank, N.A.
Standby Letter of Credit Unit
300 South Riverside Plaza
Mail Code IL1-0236
Chicago, Illinois 60606-0236

Re: Irrevocable Letter of Credit No.: CTCS-286936

The undersigned, a duly authorized officer of the undersigned Beneficiary, hereby
certifies to JPMorgan Chase Bank, N.A. (the “Bank”), with reference to the Irrevocable
Letter of Credit No.: CTCS-286936 (the “Letter of Credit”), issued by the Bank in favor
of the Beneficiary, as follows:

(1) [As a payment of an Installment (as defined in the Note) under the Note shall
be or was due on December 10, 20[__], the Beneficiary is making a draw
under the Letter of Credit in the amount of Twenty-Four Million Dollars
(US$24,000,000), equal to the amount of the Installment, payable to the
Beneficiary on the later of (a) said December 10 (or, if said December 10 is
not a Banking Day, on the next succeeding Banking Day) and (b) one Banking
Day after delivery by the Beneficiary of this Payment Certificate and Draft.]

“ <p Gem
[As a Credit Default (as defined in 7 e has gccurred, the
Beneficiary is making a draw tie

USS ], which is equ: ee
Credit.]
OR (
[As a Letter\of €fedit Event (as defined in the Note) under the Note has
occurred, the Beneficiary is making a draw under the Letter of Credit in an

amount equal to USS[ ], which is equal to the current Stated Amount of
the Letter of Credit.]

OR
[As a Payment Default (as defined in the Note) under the Note has occurred,
the Beneficiary is making a draw under the Letter of Credit in an amount
equal to USS[ ], which is equal to the current Stated Amount of the
Letter of Credit.]

OR
[As a Compliance Certificate Default (as defined in the Note) under the Note
has occurred, the Beneficiary is making a draw under the Letter of Credit in

7


Page 4

the date that is thirty (30) days prior to the then current expiration date, provide the Holder with a
new Letter of Credit in an amount equal to the then outstanding principal amount of this Note. The
Holder shall cooperate using reasonable efforts to facilitate the establishment by the Payor of any
new Letter of Credit required pursuant to the operation of this paragraph, provided, however, that
nothing contained herein shall require the Holder to waive any rights it may have. If the Payor
fails, on or prior to the date that is thirty (30) days prior to the then current expiration date of the
Letter of Credit, to provide the Holder with a renewal of the existing Letter of Credit or a new
Letter of Credit, as applicable (any such failure, a “Letter of Credit Event”), the entire then
outstanding principal amount of this Note shall become immediately due and payable, without any
action on the part of the Holder, and the Holder may draw the full amount of the Letter of Credit.

Transferability. This Note may be transferred or assigned, in whole but not{
time and from time to time to a nationally recognized financial institution; i wever,

that this Note and the Letter of Credit shall at all times be owned and held it of the

same entity and, provided further, that the transferor shall make any s\ch tr jxAccordance
i or assignment of
ck.

with any and all applicable laws. The Payor shall not give effeck to any(frans:
this Note that does not comply with the foregoing Kentten Any permitted transfer or
assignment of this Note may only be effected Yy writterl ngtice to the Payor from the transferor
Holder accompanied by a copy of the documents df trafisfer (which shall identify the transferee
and its address), and, upon receipt g&such nice and documents of transfer, the Payor shall treat
the transferee as the Holder of NQfe ‘for all purposes. THIS NOTE IS NOT A

NEGOTIABLE INSTRUMENT.
Notices. Any notike orether communication required or permitted to be given to the

Payor pursuant to this Note shall be given in writing and delivered in person against receipt
therefor sent by courier service with confirmation of delivery or sent by certified mail, postage
prepaid, with return receipt to the address for the Payor set forth below or at such other address
as the Payor shall designate in writing to the Holder, and shall be deemed given when received
by the Payor as evidenced by the applicable receipt or confirmation of delivery.

Payor:

SBLC, L.L.C.

71 South Wacker Drive
Suite 4600

Chicago, IL 60606
Attention: Glen Miller

With a copy to:

John C. Murphy, Jr.

Cleary Gottlieb Steen & Hamilton LLP
2000 Pennsylvania Avenue, N.W.
Washington, D.C. 20006-1801

Amendments; Waivers. This Note may not be amended except by a writing duly
executed and delivered by the Holder and the Payor. No waiver of any term or condition
contained in this Note shall be effective unless made or confirmed in writing by the party alleged

4


Page 15

Appendix 3

Form of Letter of Credit

[Attached]

¢ \
Wy

¢
we

15


(b)(6)

Page 17

We are informed that this Letter of Credit is issued pursuant to that certain Note dated
October 12, 2006 made by Applicant to the order of the Beneficiary (the “Note”)
pursuant to that certain Agreement dated as of December 10, 2001, by and among the
Federal Deposit Insurance Corporation in its corporate capacity, the Federal Deposit
Insurance Corporation in its capacity as receiver for Superior Bank FSB, the Federal
Deposit Insurance Corporation in its capacity as conservator for Superior Federal Bank
FSB, the Federal Deposit Insurance Corporation in its capacity as manager for the FSLIC
Resolution Fund, the United States Department of the Treasury Office of Thrift
Supervision, SBLC, L.L.C. and SBIA, L.L.C. (each a successor in interest to Asworth
Corporation), Coast-to-Coast Financial Corporation, Superior Holdings, Inc., UBH, Inc.,
and Coast Partners (the “Agreement”) and that certain Assignment and Assumption
Agreement (the “Assignment Agreement”) dated as of October 12, 2006, by and among
the Federal Deposit Insurance Corporation in all of its capacities under the Agreement,
Asworth, L.L.C. (as a successor in interest to Asworth Corporation) (together with
Asworth Corporation, “Asworth”), SBLC, L.L.C. and SBIA, L.L.C., in your favor and in
all of your capacities under the Agreement and the Assignment Agreement.

Stated Amount of this Letter of Credit as set forth above and in accor withthe terms

and conditions and subject to any decrease in the Stated Amount as er set forth,

in one or more drawings by your duly completed Payment cole and Draft, each

payable by us at sight in accordance with the Payment Go and Draft on a day on
pp

We hereby irrevocably authorize you to draw on us, in an amount noe to \exgeed the
ee i

which banks in Chicago, Illinois are not req itted by applicable law,

ir
regulation or executive order to be closed for bj ) éach, a “Banking Day”), signed
ayment Certificate and Draft”).

rize fou ‘aw on us for your benefit, in an amount
not to exceed the Stated Amdunt of Yhis Letter of Credit as set forth above and in
accordance with the terms add conditions and subject to any decrease in the Stated
Amount as hereinafter set foh;in one or more drawings by your duly completed
Prepayment Draw Certificate, each payable by us at sight in accordance with the
Prepayment Draw Certificate on a Banking Day, signed by you in the form of Annex B
attached hereto (your “Prepayment Draw Certificate”).

NOTICES, ETC.

Each notice, request, certificate and other communication to be sent to us by the
Applicant or you under this Letter of Credit shall be presented via hand delivery,
registered mail (with return receipt requested) or courier service at our office (the
“Bank’s Office’’) located at:

JPMorgan Chase Bank, N.A.

Standby Letter of Credit Unit

300 South Riverside Plaza
Mail Code IL1-0236
Chicago, Illinois 60606-0236

2


Page 3

a written notice from the Payor to the Holder specifying the amount of such prepayment (a
“Prepayment Notice”). The Holder shall, within fifteen (15) Business Days after receipt of a
Prepayment Notice, deliver to the Letter of Credit Issuer a Prepayment Draw Certificate (as
defined in Appendix I hereto) in the amount specified in the Payor’s Prepayment Notice. In the
event that the Holder fails timely to deliver a Prepayment Draw Certificate to the Letter of Credit
Issuer in accordance with the immediately preceding sentence, the Payor shall have the right to
make the prepayment designated in the Prepayment Notice directly to the Holder, and upon
receipt of such direct payment, the Holder shall within two (2) Business Days deliver to the
Letter of Credit Issuer a Reduction Certificate (as defined in Appendix 1 hereto), with a copy to
the Payor, instructing the Letter of Credit Issuer to decrease the stated amount of the Letter of
Credit by the amount of such direct payment.

Reductions Binding. All reductions in the principal amount of this Note effected by
payment of Installments, partial repayment or prepayment, in whole or in part»shall be binding
upon any and all future holders of this Note or an interest in this Notg-whether Qr not any such
payment is noted on this Note.

Letter of Credit. The obligations of the Payor uader ibs Not aré, and at all times for so
long as any principal amount under this Note remai hss 1g shall be, enhanced by a Letter
of Credit in the full amount of this Note. C4

JPMorgan Chase Bank, N.A., ha§ established a Letter of Credit dated the date of this Note,

in favor of the Holdgr in an initial] unt equal to the initial principal amount of this Note
($264,000,000).

Ratings Requirement\ The Payor will monitor the credit ratings assigned to the Letter of
Credit Issuer (¢r to the Note Yn the case of a Letter of Credit issued under clause (e), (f) or (g) of
the definition df Letter éf Credit) by each of Moody’s (as defined in Appendix 1 hereto) and S&P
(as defined in Appéndix 1 hereto) or Best (as defined in Appendix 1 hereto) in the case of an
insurance company issuer of a Letter of Credit at least once during the first week of each month,
and within five (5) Business Days thereafter shall notify the Holder in writing of the occurrence of
any Ratings Trigger (as defined in Appendix 1 hereto). The Holder may give written notice to the
Payor if the Holder becomes aware of the occurrence of any Ratings Trigger. In the event that a
Ratings Trigger occurs and is continuing, the Payor shall within ninety (90) Business Days after
the earlier of (a) Payor’s notice of the occurrence of a Ratings Trigger and (b) the Holder’s notice
of the occurrence of a Ratings Trigger, provide the Holder with a new Letter of Credit in an
amount equal to the then outstanding principal amount of this Note. If the Payor fails, within such
ninety (90) Business Day period, to provide the Holder with a replacement Letter of Credit (any
such failure, a “Letter of Credit Event”), the entire then outstanding principal amount of this
Note shall become immediately due and payable, without any action on the part of the Holder,
and the Holder may draw the full amount of the Letter of Credit.

Letter of Credit Renewal. In the event the Letter of Credit Issuer elects not to extend the
Letter of Credit for a one year period upon the then current expiration date of the Letter of Credit,
which election shall not be effective unless the same is made in accordance with the terms of the
Letter of Credit by written notice to both the Payor and the Holder at least one hundred twenty
(120) days prior to the then current expiration date of the Letter of Credit, then the Payor shall, by

3


(b)(4)
(b)(4)

(b)(2),(b)
(6)

Page 2

make a draw on the Letter of Credit (including failure of the Holder to present timely a properly
completed Payment Certificate and Draft to the Letter of Credit Issuer) shall not result in a
Payment Default (as hereinafter defined) or a default by the Payor under the Agreement or this
Note nor shall any such failure require the Payor to make any payment to the Holder under the
Agreement or this Note. If a default in payment occurs and is continuing and the Payor fails,
within five (5) Business Days after notice by the Holder of the same, to cure such default by
making a direct payment or causing the Letter of Credit Issuer to make a payment to the Holder
in an amount equal to such Installment (a “Payment Default”), the entire then outstanding
principal amount of this Note shall become immediately due and payable, without any further
action on the part of the Holder, and the Holder shall have the right to draw the full amount of
the Letter of Credit. Following the occurrence of any default in payment by the Letter of Credit
Issuer (including any default that is cured), the Holder may elect by written natice to the Payor to-
require the Payor to provide the Holder with a new Letter of Credit i amdunt equal to the
then outstanding principal amount of this Note. If the Payor fails eon sich replacement
letter of credit by the date that is ninety (90) Business Days after\ngtice
“Letter of Credit Issuer Default”) the entire then outs sing pst of this Note shall become
immediately due and payable, without any further a on the part of the Holder, and the

Holder shall have the right to draw the full amount pf'the L of Credit.

Credit Default. The Payor shall provide theéHolder with written notice within five (5)
Business Days of the occurrence of any Credit Default (as defined in Appendix | hereto). Ifa
Credit Default occurs the entire then \utstanding principal amount of this Note shall become
immediately due and payablexwithout further action on the part of the Holder, and the
the Netter of Credit. Until such time as the debt under this
es not to cause the filing of a petition in bankruptcy against

when the same shal! me due and payable in accordance with this Note (after giving effect to
any applicable cure period).

Form of Payment. Payment of Installments in respect of this Note shall be made by
draws under the Letter of Credit as described above in the lawful currency of the United States,
provided, however, that in the event any payment hereunder is made other than pursuant to a
draw under the Letter of Credit, such payment shall be made by wire transfer of immediately
available funds to the following account or such other account as may, from time to time, be
designated by the Holder in writing:

Bank: Federal Home Loan Bank of Chicago
Routing:
For Credit To: FDIC National Liquidation Account
Account#:
Other Beneficiary
Information (OBI): — Superior — FIN 6004

Attention;{ ]

Prepayment. This Note may be prepaid, in whole or in part, at any time and without fee
or charge at the sole election of the Payor. Each prepayment shall be initiated by the delivery of

2


Page 13

Appendix 2
to Note
Form of Annual Compliance Certificate
OFFICER’S CERTIFICATE
The undersigned, , the of SBLC, L.L.C.,
a Delaware limited liability company (the “Payor”), pursuant to that certain Promissory Note
dated October 12, 2006 (the “Note”) made by Payor to the order of the Fed; osit

Insurance Corporation in all of its capacities under the Agreement dated a: oN

December 10, 2001, by and among the Federal Deposit Insurance Co n id its gorporate
capacity, the Federal Deposit Insurance Corporation in its capacity as\€cgiver for i
FSB, the Federal Deposit Insurance Corporation in its capacity as conssrvator
Federal Bank FSB, the Federal Deposit Insurance Corp tion Arey as manager for the
FSLIC Resolution Fund, the United States Departme the Tieasury Office of Thrift
Supervision, SBLC, L.L.C., a Delaware limited li Kijity cmpany (as assignee of Asworth,
L.L.C., successor in interest to Asworth Corpofatiop)) Coast-to-Coast Financial Corporation, a
Nevada corporation, Superior Holdings, Inf., 4 Nevada corporation, UBH, Inc., a Nevada
corporation and Coast Partners, an Illingig|gen’ral partnership, hereby certifies to the FDIC,
which the undersigned acknoyle Is Antitled to and intends to rely upon the truthfulness and

accuracy of said certificatiopls, as Iellyw:

1. Attached af Attachrifent 1 hereto is a certificate of good standing of Payor issued
by the Secretary of the State of Delaware as of a date no earlier than ten (10) days prior to the
date of this Certificate.

2. As of the date of this Certificate, Payor is and, since the date of the Note, Payor
has at all times been a Special Purpose Entity, which for purposes of this Certificate shall mean
that the Payor (i) as of the date of the Certificate, has and, since the date of the Note, has had no
material assets other than its right, title and interest in, to and under the Agreement and the Note,
and any assets directly related to the Agreement or the Note or the Letter of Credit issued in
connection with the Note (the “Letter of Credit”), (ii) as of the date of this Certificate, is not
and, since the date of the Note, has not been engaged in any material business operations or
activities other than its status as obligor under the Note, applicant under the Letter of Credit or
the exercise of any of its rights or powers under or incidental to the Agreement, this Note or the
Letter of Credit, has at all times observed all material legal requirements and procedures required
by its organizational documents, has at all times maintained its funds in accounts that are
separate and readily distinguishable from those of its parent, affiliates or any other person or
entity, has not transferred or assigned any funds or other property without having received
reasonably equivalent value in return, and has at all times maintained its corporate identity
separate from that of any other entity, (iii) as of the date of the Certificate, has no Debt (as
defined below) other than Debt under or in connection with the Note or the Letter of Credit and,
since the date of the Note, has not issued or incurred any Debt other than Debt incurred in
connection with the Note or the Letter of Credit that is senior or pari passu in rights to the Note,

13


(b)(6)

(b)(2)

Page 16

Confidential Treatment Requested

Irrevocable Letter of Credit No. CTCS-286936
Date: October 12, 2006

Applicant:

SBLC, L.L.C.

71 South Wacker Drive
Suite 4600

Chicago, IL 60606

Attn:

Facsimile: 312-577-2619
Telephone: 312-577-2638

States Dollars)

CA
Initial Amount: \.
USD 264,000,000.00 (Exactly Two Hundred Sixty noe d No/100 United

Date of Expiry: March 10, 2007 C
Or any future extended expiry as pfovid Tei!

Place of Expiry: at our counteyS for paynient

Beneficiary:
Federal Deposit Insurance Corporation
550 17" Street, N.W.

Washington, D.C. 20429

Attn: General Counsel

Facsimile: 202-898-7394
Telephone:

Beneficiary:

We hereby establish, at the request of our client, SBLC, L.L.C. (the “Applicant”), in
favor of the Federal Deposit Insurance Corporation in all its capacities under the
Agreement (as defined below) (the “Beneficiary’), this Inevocable Letter of Credit
No. CTCS-286936 (“Letter of Credit”). This Letter of Credit shall be for an amount up
to but not exceeding the aggregate sum of exactly two hundred sixty four million and
00/100 U.S. Dollars (USD 264,000,000.00), subject to decrease as provided herein (the
“Stated Amount”), effective immediately and expiring at the close of business at our
Chicago office on March 10, 2007 (the “Stated Expiration Date”) unless extended as
hereinafter provided.