exv10w18





Exhibit 10.18



FIRST AMENDMENT


TO


INVESTMENT AGREEMENT




     This
FIRST AMENDMENT TO INVESTMENT AGREEMENT (this
“Amendment”), dated as of May 29, 2008, is
by and among Guaranty Financial Group Inc., a Delaware corporation (the “Company”), TRT Financial
Holdings, LLC, a Delaware limited liability company (the “Investor”), and certain affiliates of the
Investor (the “Investor Affiliates”).



W I T N E S S E T H:




     WHEREAS, the Company and the Investor entered into the Investment Agreement, dated as of May
26, 2008 (the “Agreement”), which requires the Company to sell to the Investor and the Investor to
purchase from the Company, (i) 7,423,333 shares of its common stock, par value $1.00 per share (the
“Common Stock”), and (ii) a number of shares of Convertible Preferred Stock equal to the Preferred
Purchase Number, all on the terms and subject to the conditions set forth therein; and



     WHEREAS, the Investor Affiliates wish to acknowledge that, by virtue of their ownership in the
Investor, each of them shall be bound to the extent applicable by the terms and conditions of the
Agreement, as amended hereby; and



     WHEREAS, the Company, the Investor and the Investor Affiliates have determined it to be
necessary and appropriate to make certain technical amendments to the Agreement.



     NOW THEREFORE, consideration of the foregoing recitals, which are a part of this First
Amendment, the Agreement is hereby amended, in part, as follows:



     1.   Section 1 is amended by adding the following definition immediately subsequent to the
definition of “Investor:”



          “Investor Affiliates” shall mean the holders of non-voting membership interests in the
Investors who execute this Amendment.




     2.   Section 2(b) is amended by deleting the word “earlier” and replacing it with the word
“other.”



     3.   Section 9(e)(i) is amended by inserting the parenthetical “(other than, for purposes of
this Section 9(e), the OTS)” immediately following the term “Governmental Entity.”



     4.   Terms not otherwise defined herein shall have the meanings assigned to them in the
Agreement.



[Remainder of this page intentionally left blank.]




-1-









 





     IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered
as of the date first above written.



	 	 	 	 	 
	 	THE COMPANY:



Guaranty Financial Group Inc.

 	 
	 	By:  	/s/ Ronald A. Murff	 
	 	 	 	 
	 	Name:  	Ronald A. Murff	 
	 	 	 	 
	 	Title:  	Sr. EVP, Chief Financial Officer	 
	 
	 	THE INVESTOR:



TRT Financial Holdings, LLC

 	 
	 	By:  	/s/
Robert B. Rowling	 
	 	 	 	 
	 	Name:  	Robert B. Rowling	 
	 	 	 	 
	 	Title:  	Manager	 
	 
	 	THE INVESTOR AFFILIATES:



Robert B. Rowling 2005 Grantor Retained
Annuity Trust
 	 
	 	 	 	 
	 	By:  	/s/ Robert B. Rowling	 
	 	Name:  	Robert B. Rowling	 
	 	Title:  	Trustee 	 
	 
	 	Terry H. Rowling 2005 Grantor Retained

Annuity Trust

 	 
	 	By:  	/s/ Robert B. Rowling	 
	 	Name:  	Robert B. Rowling	 
	 	Title:  	Trustee 	 
	 
	 	Robert B. Rowling, Jr. Consolidation Trust
2003

 	 
	 	By:  	/s/ Robert B. Rowling	 
	 	Name:  	Robert B. Rowling	 
	 	Title:  	Trustee 	 
	 




 









 





	 	 	 	 	 
	 	T. Blake Rowling Consolidation Trust 2003

 	 
	 	By:  	/s/ Robert B. Rowling	 
	 	Name:  	Robert B. Rowling	 
	 	Title:  	Trustee 	 
	 
	 
	 	/s/ Robert B. Rowling	 
	 	Name:  	Robert B. Rowling	 
	 	 	 
	 	 	 
	 	 	 
	 



5119013/2