8-K
Stellar Bancorp, Inc. (STEL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 16, 2021
CBTX, Inc.
(Exact name of registrant as specified in its charter)
| | | |
|---|---|---|
| Texas | 001-38280 | 20-8339782 |
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer |
| incorporation or organization) | | Identification No.) |
9 Greenway Plaza, Suite 110
Houston , Texas **** 77046
(Address of principal executive offices)
( 713 ) 210-7600
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, par value $0.01 per share | CBTX | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§230.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 1.01 Entry into a Material Definitive Agreement.
On December 16, 2021, CBTX, Inc. (the “Company”) entered into the First Amendment to the Second Amended and Restated Loan Agreement with Frost Bank, as lender (the “Amended Agreement”). The Amended Agreement extends the term of the Company’s Second Amended and Restated Loan Agreement, dated as of December 13, 2019 (the “Agreement”), which was filed with the Securities and Exchange Commission on December 13, 2019, to December 13, 2027.
The Agreement provides for a $30 million revolving line of credit (the “Line of Credit”). Under the terms of the Amended Agreement, the Company can make draws on the Line of Credit for a period of 12 months beginning on December 31, 2021, after which the Company will not be permitted to make further draws and the outstanding balance will amortize over a period of 60 months. Interest accrues on outstanding borrowings at a rate equal to the maximum “Latest” U.S. prime rate of interest per annum and is payable quarterly in the first 12 months, and thereafter quarterly principal and interest payments are required over a term of 60 months. The entire outstanding balance and unpaid interest is payable in full on December 13, 2027.
The Company may prepay the principal amount of any loan under the Amended Agreement without premium or penalty. The obligations of the Company under the Amended Agreement are secured by a valid and perfected first priority lien on all of the issued and outstanding shares of capital stock of the Company’s subsidiary, CommunityBank of Texas, N.A. (the “Bank”).
The foregoing description of the Amended Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | |
|---|---|
| Exhibit Number | Description of Exhibit |
| 10.1 | First Amendment to the Second Amended and Restates Loan Agreement dated December 16, 2021 |
| | |
| 10.2 | Revolving Promissory Note (Floating Rate) dated December 13, 2021 |
| | |
| 104 | Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded with the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | ||
|---|---|---|---|---|
| | | CBTX, Inc. | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| Date: December 19, 2021 | By: | /s/ Robert T. Pigott, Jr. | ||
| | | Robert T. Pigott, Jr. | ||
| | | Senior Executive Vice President and<br><br>Chief Financial Officer |
First Amendment to Second Amended and Restated Loan Agreement - CBTX, Inc. (L2042745-3).DOCX
EXHIBIT 10.1
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is made and entered into effective as of December 13, 2021, by and between CBTX, INC., a Texas corporation (“Borrower”), and FROST BANK, a Texas state bank (“Lender”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Loan Agreement (as defined below).
RECITALS:
WHEREAS, Lender previously made a line of credit available to Borrower in the original principal amount of up to $30,000,000.00 (the “Loan”), as evidenced by that certain Revolving Promissory Note dated December 13, 2019 (the “Original Note”), by Borrower and payable to the order of Lender, and secured by, among other things, that certain Second Amended and Restated Loan Agreement of even date with the Original Note (the “Loan Agreement”), by and between Borrower and Lender;
WHEREAS, Borrower now desires to modify, extend and renew the interest only period and final maturity of the Loan for an additional twelve (12) months, as evidenced by that certain Renewal Revolving Promissory Note dated of even date herewith (the “Renewal Note”), by Borrower and payable to the order of Lender; and
WHEREAS, Lender is willing to modify, extend and renew the terms of the Loan on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, subject to all terms, conditions and covenants hereinafter set forth and in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:
ARTICLE I
Amendments to Loan Agreement
1.1Amendments to Loan Agreement. Effective as of the date hereof, Lender and Borrower hereby agree to modify, extend and renew (i) the interest only term of the Loan for an additional twelve (12) months until December 13, 2022; and (ii) the amortizing term of the Loan for an additional twelve (12) months by extending the final maturity date of the Loan to December 13, 2027.
1.2Amendments to Section 2.1. The second sentence of Section 2.1 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:
The Loan shall be structured as a revolving line of credit for a period of twelve (12) months, beginning on December 31, 2021; thereafter Borrower shall not be permitted to make further draws on the Loan and the outstanding balance shall amortize over a period of sixty (60) months.
L & B 15909/0004/L2042745.DOCX/41CBTX, Inc.
First Amendment to Loan Agreement
ARTICLE II
Conditions of Effectiveness
2.1Effective Date. This Amendment shall become effective as of the date hereof, when, and only when, Lender shall have received counterparts of this Amendment executed and delivered by Borrower and Lender, and when each of the following conditions shall have been met, all in form, substance, and date satisfactory to Lender:
(a)Closing Documents. Borrower shall have executed and delivered to Lender (i) the Renewal Note, (ii) the Arbitration and Notice of Final Agreement, (iii) the Certificate of Corporate Resolutions, and (iv) this Amendment.
(b)Additional Loan Documents. Borrower shall have executed and delivered to Lender such other documents as shall have been requested by Lender to renew, and extend, the Loan Documents to secure payment of the Obligations of Borrower, all in form satisfactory to Lender and its counsel.
(c)Commitment Fee. Borrower shall have paid to Lender a commitment fee in the amount of Fifteen Thousand and No/100 Dollars ($15,000.00).
ARTICLE III
Representations and Warranties
3.1Representations and Warranties. In order to induce Lender to enter into this Amendment, Borrower represents and warrants the following:
(a)Borrower has the corporate power to execute and deliver this Amendment, the Renewal Note and other Loan Documents and to perform all of its obligations in connection herewith and therewith.
(b)The execution and delivery by Borrower of this Amendment, the Renewal Note, and other Loan Documents and the performance of its obligations in connection herewith and therewith (i) have been duly authorized or will be duly ratified and affirmed by all requisite corporate action; (ii) will not violate any provision of law, any order of any court or agency of government or the Certificate of Formation or Bylaws of such entity; (iii) to the knowledge of the Borrower, will not be in conflict with, result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument; and (iv) will not require any registration with, consent or approval of or other action by any federal, state, provincial or other governmental authority or regulatory body.
(c)Other than as disclosed in its quarterly report on Form 10-Q for the quarter ended September 30, 2021 as filed by Borrower with the Securities and Exchange Commission, there is no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or, to the knowledge of Borrower, threatened against or affecting Borrower, or any properties or
L & B 15909/0004/L2042745.DOCX/4
2 CBTX, Inc.
First Amendment to Loan Agreement
rights of Borrower, or involving this Amendment or the transactions contemplated hereby which, if adversely determined, would materially impair the right of Borrower to carry on business substantially as now conducted or materially and adversely affect the financial condition of Borrower, or materially and adversely affect the ability of Borrower to consummate the transactions contemplated by this Amendment.
(d)The representations and warranties of Borrower contained in the Loan Agreement, this Amendment, the Renewal Note and any other Loan Document securing Borrower's Obligations and indebtedness to Lender are correct and accurate in all material respects as of the date hereof as though made on and as of the date hereto except to the extent that (i) any such representation or warranty specifically refers to an earlier date, in which case such representation or warranty was true and correct in all respects on such earlier date, and (ii) the facts upon which such representations are based have been changed by the transactions herein contemplated.
ARTICLE IV
Ratification of Obligations
4.1Ratification of Obligation. Borrower does hereby acknowledge, ratify and confirm that it is obligated and indebted to Lender as evidenced by the Loan Agreement (as amended by this Amendment), the Renewal Note and all other Loan Documents.
4.2Ratification of Agreements. The Loan Agreement, this Amendment, the Renewal Note and each other Loan Document, as hereby amended, are acknowledged, ratified and confirmed in all respects as being valid, existing, and of full force and effect. Any reference to the Loan Agreement in any Loan Document shall be deemed to be a reference to the Loan Agreement as amended by this Amendment. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of Lender under the Loan Agreement, nor constitute a waiver of any provision of the Loan Agreement.
ARTICLE V
Miscellaneous
5.1Survival **** of **** Agreements. All representations, warranties, covenants and agreements of Borrower, herein or in any other Loan Document shall survive the execution and delivery of this Amendment, and the other Loan Documents and the performance hereof and thereof, including without limitation the making or granting of the Loan and the delivery of the Renewal Note and all other Loan Documents, and shall further survive until all of Borrower’s Obligations to Lender are paid in full.
5.2Loan Document. This Amendment, the Renewal Note and each other Loan Document executed in connection herewith are each a Loan Document and all provisions in the Loan Agreement, as amended, pertaining to Loan Documents apply hereto and thereto.
L & B 15909/0004/L2042745.DOCX/4
3 CBTX, Inc.
First Amendment to Loan Agreement
5.3Governing Law. This Amendment shall be governed by and construed in all respects in accordance with the laws of the State of Texas and any applicable laws of the United States of America, including construction, validity and performance.
5.4Counterparts. This Amendment may be separately executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Amendment.
5.5Release of Claims. Borrower, by its execution of this Amendment, hereby declares that, as of the date hereof, it has no set-offs, counterclaims, defenses or other causes of action against Lender arising out of the Loan, the renewal, modification and extension of the Loan, any documents mentioned herein or otherwise; and, to the extent any such setoffs, counterclaims, defenses or other causes of action which may exist, whether known or unknown, such items are hereby expressly waived and released by Borrower. Lender acknowledges that no indebtedness is outstanding and due from Borrower under the Loan Agreement as of the date hereof.
5.6ENTIRE AGREEMENT; AMENDMENT. THIS AMENDMENT, TOGETHER WITH ANY LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH, CONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND ALL PRIOR AGREEMENTS RELATIVE THERETO WHICH ARE NOT CONTAINED HEREIN OR THEREIN ARE TERMINATED. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. THIS AMENDMENT AND THE LOAN DOCUMENTS MAY BE AMENDED, REVISED, WAIVED, DISCHARGED, RELEASED OR TERMINATED ONLY BY A WRITTEN INSTRUMENT OR INSTRUMENTS, EXECUTED BY THE PARTY AGAINST WHICH ENFORCEMENT OF THE AMENDMENT, REVISION, WAIVER, DISCHARGE, RELEASE OR TERMINATION IS ASSERTED. ANY ALLEGED AMENDMENT, REVISION, WAIVER, DISCHARGE, RELEASE OR TERMINATION WHICH IS NOT SO DOCUMENTED SHALL NOT BE EFFECTIVE AS TO ANY PARTY.
[Signature page follows.]
L & B 15909/0004/L2042745.DOCX/4
4 CBTX, Inc.
First Amendment to Loan Agreement
IN WITNESS WHEREOF, this Amendment is executed effective as of the date first written above.
BORROWER :
CBTX, INC., a Texas corporation
By: /s/ Robert R. Franklin, Jr.
Robert R. Franklin, Jr., Chairman, President and Chief Executive Officer
LENDER :
FROST BANK, a Texas state bank
By: /s/ Travis Baughman
Name: Travis Baughman
Title: Senior Vice President
L & B 15909/0004/L2042745.DOCX/4
5 CBTX, Inc.
First Amendment to Loan Agreement
Revolving Promissory Note - CBTX (L2042747-2).DOCX
EXHIBIT 10.2
REVOLVING PROMISSORY NOTE
(Floating Rate)
$30,000,000.00December 13, 2021
For value received, CBTX, INC., a Texas corporation, as principal (“Borrower”), promises to pay to the order of FROST BANK, a Texas state bank (“Lender”), at P.O. Box 1600, San Antonio, Texas 78296, or at such other address as Lender shall from time to time specify in writing, the principal sum of THIRTY MILLION AND NO/100 DOLLARS ($30,000,000.00), or so much that may be advanced from time to time pursuant to the terms hereof (the “Loan”), in legal and lawful money of the United States of America, with interest on the outstanding principal from the date advanced until paid at the rate set out below. Interest shall be computed on a per annum basis of a year of 360 days and for the actual number of days elapsed, unless such calculation would result in a rate greater than the highest rate permitted by applicable Law, in which case interest shall be computed on a per annum basis of a year of 365 days (or 366 days in a leap year). All capitalized terms not herein defined shall have the respective meanings ascribed to them in the Loan Agreement (as hereinafter defined).
1.Payment Terms. All payments received hereunder shall first be applied to the payment of any expense or charges payable hereunder or under any of the other Loan Documents (as hereinafter defined), then to accrued and unpaid interest, with the balance applied to principal, or in such other order as Lender shall determine in its sole discretion. Payments on the Loan shall be as follows:
(a)Payments of interest only, calculated on the unpaid principal each day principal is outstanding, shall be due and payable in four (4) quarterly installments over a term of twelve (12) months (the “Interest Only Term”) payable each March 13, June 13, September 13 and December 13 during the Interest Only Term, beginning March 13, 2022; and
(b)Thereafter, payments of principal, together with accrued and unpaid interest on the outstanding principal balance of the Loan, shall be due and payable in twenty (20) equal quarterly installments over a term of sixty (60) months (the “Repayment Term”) payable each March 13, June 13, September 13 and December 13 during the Repayment Term, after which time the entire outstanding principal balance of the Loan, all accrued and unpaid interest thereon and any other unpaid amounts shall be finally due and payable in full on December 13, 2027 (the “Maturity Date”). The amounts of the quarterly installments on the Loan shall be established by Lender and in the amount necessary to amortize the outstanding principal balance of the Loan as of the end of the Interest Only Term described in Section 1(a) above over the Repayment Term described in this Section 1(b).
**2.Late Charge. If a payment is made more than ten (10) days after it is due, Borrower will be charged, in addition to interest, a delinquency charge of (i) five percent (5%) of the unpaid portion of the regularly scheduled payment; or (ii) $250.00, whichever is less. Additionally, upon maturity of the Loan, if the outstanding principal balance (plus all accrued but unpaid interest) is not paid within ten (10) days after the Maturity Date, Borrower will be charged a delinquency charge of (i) five percent (5%) of the sum of the outstanding principal balance (plus
L & B 15909/0004/L2042747.DOCX/31CBTX, Inc.
Revolving Promissory Note
all accrued but unpaid interest); or (ii) $250.00, whichever is less. Borrower agrees with Lender that the charges set forth herein are reasonable compensation to Lender for the handling of such late payments.
**3.**Interest Rate. Interest on the outstanding and unpaid principal balance of the Loan shall be computed at a per annum rate equal to the lesser of (i) a rate equal to the Prime Rate (initially as determined on the date hereof), with said rate to be adjusted daily to reflect any change in the Prime Rate and without notice to Borrower or any other person provided, however, in no event shall the resulting rate be less than 3.50%; or (ii) the highest rate permitted by applicable Law, but in no event shall interest contracted for, charged or received hereunder plus any other charges in connection herewith which constitute interest exceed the maximum interest permitted by applicable Law, said rate to be effective prior to maturity (however such maturity is brought about). The term “Prime Rate,” as used herein, shall mean the maximum “Latest” “U.S.” prime rate of interest per annum published from time to time in the Money Rates section of The Wall Street Journal (U.S. Edition) or in any successor publication to The Wall Street Journal. Borrower understands that the Prime Rate may not be the best, lowest, or most favored rate of Lender or The Wall Street Journal, and any representation or warranty in that regard is expressly disclaimed by Lender. Borrower acknowledges that (i) if more than one U.S. prime rate is published at any time by The Wall Street Journal, the highest of such prime rates shall constitute the Prime Rate hereunder; and (ii) if at any time The Wall Street Journal ceases to publish a U.S. prime rate, Lender shall have the right to select a substitute rate that Lender determines, in the exercise of its reasonable commercial discretion, to be comparable to such prime rate, and the substituted rate as so selected, upon the sending of written notice thereof to Borrower, shall constitute the Prime Rate hereunder.
**4.**Default Rate. For so long as any event of default exists under this Note or under any of the other Loan Documents (as defined herein), regardless of whether or not there has been an acceleration of the indebtedness evidenced by this Note, and at all times after the maturity of the indebtedness evidenced by this Note (whether by acceleration or otherwise), and in addition to all other rights and remedies of Lender hereunder, interest shall accrue at the rate stated above plus five percent (5%) per annum, but in no event in excess of the highest rate permitted by applicable Law, and such accrued interest shall be immediately due and payable. Borrower acknowledges that it would be extremely difficult or impracticable to determine Lender's actual damages resulting from any event of default, and such accrued interest is a reasonable estimate of those damages and does not constitute a penalty.
**5.Revolving Line of Credit. Borrower may request advances and make payments hereunder from time to time up until December 13, 2022 (the “LOC Rest Date”), provided that it is understood and agreed that the aggregate principal amount outstanding at any time and from time to time shall not exceed $30,000,000.00. Until the LOC Rest Date, the unpaid principal balance of the Loan shall increase and decrease with each new advance or payment hereunder, as the case may be. This Note shall not be deemed terminated or canceled by reason of the fact that the entire principal balance hereof may from time to time be paid in full prior to the LOC Rest Date. Prior to the LOC Rest Date, Borrower may borrow, repay and re-borrow hereunder. All payments and prepayments of principal of or interest on this Note shall be made in immediately available funds at the address of Lender indicated above, or such other place as the holder of this Note shall designate in writing to Borrower. If any payment of principal of or interest on this Note
L & B 15909/0004/L2042747.DOCX/32CBTX, Inc.
Revolving Promissory Note
shall become due on a day which is not a Business Day (as hereinafter defined), such payment shall be made on the next succeeding Business Day, and any such extension of time shall be included in computing interest in connection with such payment. As used herein, “Business Day” means any weekday on which Lender is open for transaction of its general banking business. The books and records of Lender shall be prima facie evidence of all outstanding principal of and accrued and unpaid interest under this Note.
**6.**Prepayment. Borrower reserves the right to prepay, prior to maturity, all or any part of the principal of the Loan without penalty. Any prepayments shall be applied first to accrued interest and any other amounts owing hereunder or under the other Loan Documents, and then to reduction of principal. Borrower will provide written notice to the holder of this Note of any such prepayment of all or any part of the principal at the time thereof. All partial prepayments of principal shall be applied to the last installments payable in their inverse order of maturity.
**7.**Default. It is expressly provided that upon default in the punctual payment of any indebtedness evidenced by this Note or any part hereof, as the same shall become due and payable, or upon the occurrence of an event of default specified in any of the other Loan Documents, the holder of this Note may, at its option, without further notice or demand, (i) declare the outstanding principal balance of and accrued but unpaid interest on this Note at once due and payable; (ii) refuse to advance any additional amounts under this Note; (iii) foreclose all liens securing payment hereof; (iv) pursue any and all other rights, remedies and recourses available to the holder hereof, including, but not limited to, any such rights, remedies or recourses under the Loan Documents, at Law or in equity; or (v) pursue any combination of the foregoing. In the event default is made in the prompt payment of this Note when due or declared due, and the same is placed in the hands of an attorney for collection, or suit is brought on same, or the same is collected through probate, bankruptcy or other judicial proceedings, then Borrower agrees and promises to pay all costs of collection, including reasonable attorneys’ fees.
**8.**Joint and Several Liability; Waiver. Each maker, signer, surety and endorser hereof, as well as all successors and legal representatives of said parties, shall be directly and primarily, jointly and severally, liable for the payment of all indebtedness hereunder. Lender may release or modify the obligations of any of the foregoing persons or entities, or guarantors hereof, in connection with this Note without affecting the obligations of the others. All such persons or entities expressly waive presentment and demand for payment, notice of default, notice of intent to accelerate maturity, notice of acceleration of maturity, protest, notice of protest, notice of dishonor, and all other notices and demands for which waiver is not prohibited by Law, and diligence in the collection hereof; and agree to all renewals, extensions, indulgences, partial payments, releases or exchanges of collateral, or taking of additional collateral, with or without notice, before or after maturity. No delay or omission of Lender in exercising any right hereunder shall be a waiver of such right or any other right under this Note.
**9.**No Usury Intended; Usury Savings Clause. In no event shall interest contracted for, charged or received hereunder, plus any other charges in connection herewith which constitute interest, exceed the maximum interest permitted by applicable Law. The amounts of such interest or other charges previously paid to the holder of this Note in excess of the amounts permitted by applicable Law shall be applied by the holder of this Note to reduce the principal of the indebtedness evidenced by this Note, or, at the option of the holder of this Note, be refunded. To
L & B 15909/0004/L2042747.DOCX/33CBTX, Inc.
Revolving Promissory Note
the extent permitted by applicable Law, determination of the legal maximum amount of interest shall at all times be made by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the Loan, all interest at any time contracted for, charged or received from the Borrower hereof in connection with the Loan evidenced hereby, so that the actual rate of interest on account of such indebtedness is uniform throughout the term hereof.
**10.**Security. This Note replaces and supersedes any and all prior promissory notes from Borrower to Lender, including, without limitation, that certain Promissory Note dated December 13, 2019. This Note **** has been executed and delivered pursuant to that certain Second Amended and Restated Loan Agreement **** dated of even date herewith, by and between Borrower and Lender (as may be amended from time to time, the “Loan Agreement”), and is secured by, inter alia, that certain Pledge and Security Agreement **** dated December 13, 2018, by and between Borrower and Lender, covering certain collateral as more particularly described therein. This Note, the Loan Agreement and all other documents evidencing, securing, governing, guaranteeing and/or pertaining to this Note, including, but not limited to, those documents described above, are collectively referred to as the “Loan Documents.” The holder of this Note is entitled to the benefits and security provided in the Loan Documents.
**11.**Texas Finance Code. In no event shall Chapter 346 of the Texas Finance Code (which regulates certain revolving loan accounts and revolving tri-party accounts) apply to this Note. To the extent that Chapter 303 of the Texas Finance Code is applicable to this Note, the “weekly ceiling” specified in such article is the applicable ceiling; provided that, if any applicable Law permits greater interest, the Law permitting the greatest interest shall apply.
**12.**Governing Law, Venue. This Note is being executed and delivered, and is intended to be performed in the State of Texas. Except to the extent that the Laws of the United States may apply to the terms hereof, the substantive Laws of the State of Texas shall govern the validity, construction, enforcement and interpretation of this Note. In the event of a dispute involving this Note or any other instruments executed in connection herewith, the undersigned irrevocably agrees that venue for such dispute shall lie in any court of competent jurisdiction in Bexar County, Texas.
**13.**Captions. The captions in this Note are inserted for convenience only and are not to be used to limit the terms herein.
BORROWER :
CBTX, INC., a Texas corporation
By: /s/ Robert R. Franklin, Jr.
Robert R. Franklin, Jr., Chairman, President and Chief Executive Officer
L & B 15909/0004/L2042747.DOCX/34CBTX, Inc.
Revolving Promissory Note