Exhibit 10.2
UST Seq. No. 446
UNITED STATES DEPARTMENT OF THE TREASURY
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220
December 31, 2008
Ladies and Gentlemen:
Reference is made to that certain Letter Agreement incorporating the
Securities Purchase Agreement - Standard Terms dated of as of the date of this
letter agreement (the "Securities Purchase Agreement") between United States
Department of Treasury ("Investor") and the company named on the signature page
hereto (the "Company"). Investor and the Company desire to amend the Securities
Purchase Agreement as follows:
1. Section 2.1(a) of the Securities Purchase Agreement is amended
to read in its entirety as follows:
"(a) [Intentionally Omitted.]"
2. Section 2.1(c) of the Securities Purchase Agreement is amended
to read in its entirety as follows:
"(c) "Previously Disclosed" means information set forth or
incorporated in the Company's Annual Report on Form 10-K for the most
recently completed fiscal year of the Company filed with the Primary
Federal Securities Regulator prior to the execution and delivery of
this Agreement (the "Last Fiscal Year") or in its other reports and
forms filed with or furnished to the Primary Federal Securities
Regulator as contemplated under Sections 13(a), 14(a) or 15(d) of the
Exchange Act on or after the last day of the Last Fiscal Year and prior
to the execution and delivery of this Agreement. "Primary Federal
Securities Regulator" means the SEC or the primary federal bank
regulator with which the Company files its reports, registration
statements, proxy statements and other filings under the Exchange Act.
If the Company is required to make filings with a Primary Federal
Securities Regulator other than the SEC, all references in this
Agreement to the SEC shall be deemed to refer to the Company's Primary
Federal Securities Regulator."
From and after the date hereof, each reference in the Securities Purchase
Agreement to "this Agreement" or words of like import shall mean and be a
reference to the Agreement (as defined in the Securities Purchase Agreement) as
amended by this letter agreement and each reference in the Securities Purchase
Agreement to "this Securities Purchase Agreement" or words of like import shall
mean and be a reference to the Securities Purchase Agreement as amended by this
letter agreement.
This letter agreement will be governed by and construed in accordance with
the federal law of the United States if and to the extent such law is
applicable, and otherwise in accordance with the laws of the State of New York
applicable to contracts made and to be performed entirely within such State.
This letter agreement may be executed in any number of separate
counterparts, each such counterpart being deemed to be an original instrument,
and all such counterparts will together constitute the same agreement. Executed
signature pages to this letter agreement may be delivered by facsimile and such
facsimiles will be deemed sufficient as if actual signature pages had been
delivered.
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In witness whereof, the parties have duly executed this letter agreement as
of the date first written above.
UNITED STATES DEPARTMENT OF
THE TREASURY
By:/s/ Neel Kashkari
-----------------------------------------
Name: Neel Kashkari
Title: Interim Assistant Secretary For
Financial Stability
FIRST BANKS, INC.
By:/s/ Peter D. Wimmer
-----------------------------------------
Name: Peter D. Wimmer
Title: Senior Vice President, General
Counsel and Corporate Secretary