EX-10.3





Exhibit
10.3

UST Seq. No. 330


United States Department of the Treasury

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220




February 27, 2009




Ladies and Gentlemen:




     Reference is made to that certain Letter Agreement incorporating the Securities Purchase
Agreement — Standard Terms dated as of the date of this letter agreement (the “Securities Purchase
Agreement”) between the United States Department of the 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.”



     3. The definition of “Registrable Securities” in Section 4.5(l)(iv) of the Securities Purchase
Agreement is amended by adding the following sentence at the end thereof:




“Notwithstanding anything in this Section 4.5(l)(iv) to the contrary, Registrable Securities
shall not include any securities of the Company that are referred to in Section 3(a) of the
Securities Act; provided, however, that in the event that the Company’s
Primary Federal Securities Regulator is not the SEC, the Company shall take such
actions (if any) as are provided for under such Primary Federal Securities Regulator’s rules
in order to permit the resale of Registrable Securities by the Holders in accordance with
such rules.”



 









 





     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.



[Remainder of this page intentionally left blank]




 









 








     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	 
	 
	 	COMPANY: COMMUNITY FIRST, INC.

 	 
	 	By:  	/s/
Marc R. Lively 	 
	 	 	Name:  	Marc R. Lively 	 
	 	 	Title:  	President and Chief Executive Officer