EXHIBIT 10


                            SECURED CREDIT AGREEMENT

    ($125,000,000 Revolving Credit Facility, Including $10,000,000 Swingline
           Sub-Facility and $5,000,000 Letter of Credit Sub-Facility)

                           dated as of August 8, 2007

                                      among


                                FIRST BANKS, INC.

                                       and

                          THE LENDERS SIGNATORY HERETO


                                       and


                     WELLS FARGO BANK, NATIONAL ASSOCIATION
                                    as Agent



                     WELLS FARGO BANK, NATIONAL ASSOCIATION

                   as Sole Lead Arranger and Sole Book Runner


<PAGE>
<TABLE>
<CAPTION>


                                               TABLE OF CONTENTS


<S>         <C>                                                                                           <C>
ARTICLE I.  DEFINITIONS AND ACCOUNTING TERMS...............................................................2

     Section 1.1  Defined Terms............................................................................2
     Section 1.2  Other Interpretive Provisions...........................................................11

ARTICLE II.  COMMITMENTS OF THE LENDERS; BORROWING,
     CONVERSION AND LETTER OF CREDIT PROCEDURES...........................................................12

     Section 2.1   Commitments............................................................................12
             2.1.1. Revolving Loan Commitment.............................................................12
             2.1.2. Increase of the Revolving Loan Commitments............................................12
             2.1.3. Letter of Credit Sub-Facility Commitment..............................................14
             2.1.4. Swingline Commitment..................................................................14
             2.1.5. Term Loan Conversion and Sub-Facility Commitment......................................14
     Section 2.2    Revolving Loan Procedures.............................................................14
             2.2.1  Borrowing Procedures..................................................................14
             2.2.2  Conversion of Principal to Eurodollar Rates...........................................16
     Section 2.3    Letter of Credit Procedures...........................................................18
             2.3.1  Issuance/Lender Participation.........................................................18
             2.3.2  Payment of Amounts Drawn Under Letters of Credit......................................19
             2.3.3  Special Account.......................................................................19
             2.3.4  Authorization for Borrowing...........................................................20
     Section 2.4    Swingline Loan Procedures.............................................................20
             2.4.1  Borrowing Procedures..................................................................20
             2.4.2  Refinancing of Swingline Loans........................................................21
             2.4.3  Repayment of Participations...........................................................22
     Section 2.5    Term Loan Procedures..................................................................23
             2.5.1. Initial Term Loans....................................................................23
             2.5.2. Additional Term Loan Procedure........................................................23
     Section 2.6    Use of Proceeds.......................................................................24

ARTICLE III. EVIDENCING OF  LOANS.........................................................................24

     Section 3.1    Notes.................................................................................24
     Section 3.2    Payment of Initial and Additional Term Loan Notes.....................................24
     Section 3.3    Recordkeeping.........................................................................24

ARTICLE IV.  INTEREST.....................................................................................25

     Section 4.1    Interest Rates........................................................................25
     Section 4.2    Default Interest Rate.................................................................25
     Section 4.3    Interest and Principal Payments.......................................................25
             4.3.1  Interest..............................................................................25
             4.3.2  Principal...........................................................................  26
             4.3.3  Swingline Loans.......................................................................26
     Section 4.4    Making of Payments....................................................................26
     Section 4.5    Payment on Nonbusiness Days...........................................................26
     Section 4.6    Computation of Interest and Fees......................................................27
     Section 4.7    Generally.............................................................................27

ARTICLE V.   FEES, REDUCTIONS AND PREPAYMENTS.............................................................27

     Section 5.1    Commitment Fee........................................................................27
     Section 5.2    Letter of Credit Fees.................................................................28
     Section 5.3    Termination or Reduction of the Revolving Credit Commitments..........................28
     Section 5.4    Voluntary Prepayments.................................................................28
     Section 5.5    Fees on Advances and Indemnity........................................................29
     Section 5.6    Capital Adequacy......................................................................30
     Section 5.7    Failure of Any Lender to Make Advances................................................31
     Section 5.8    Annual Agent's Fees...................................................................31

ARTICLE VI.  CONDITIONS PRECEDENT.........................................................................32

     Section 6.1    Initial Conditions Precedent..........................................................32
     Section 6.2    Conditions Precedent to All Advances..................................................33

ARTICLE VII. REPRESENTATIONS AND WARRANTIES...............................................................34

     Section 7.1    Corporate Existence and Power.........................................................34
     Section 7.2    Authorization of Borrowing; No Conflict as to Law or Agreements.......................34
     Section 7.3    Legal Agreements......................................................................35
     Section 7.4    Subsidiaries..........................................................................35
     Section 7.5    Financial Condition...................................................................35
     Section 7.6    Adverse Change........................................................................35
     Section 7.7    Litigation............................................................................35
     Section 7.8    Regulation U..........................................................................35
     Section 7.9    Taxes.................................................................................36
     Section 7.10   Titles................................................................................36
     Section 7.11   ERISA.................................................................................36
     Section 7.12   Regulatory Matters....................................................................36
<PAGE>

ARTICLE VIII. AFFIRMATIVE COVENANTS.......................................................................36

     Section 8.1    Reporting Requirements................................................................37
     Section 8.2    Books and Records; Inspection and Examination.........................................38
     Section 8.3    Compliance with Laws..................................................................38
     Section 8.4    Payment of Taxes and Other Claims.....................................................39
     Section 8.5    Operations............................................................................39
     Section 8.6    Insurance.............................................................................39
     Section 8.7    Preservation of Corporate Existence...................................................39
     Section 8.8    Additional Collateral.................................................................39
     Section 8.9    Notice of Permitted Acquisition.......................................................40

ARTICLE IX.  NEGATIVE COVENANTS...........................................................................40

     Section 9.1    Liens.................................................................................40
     Section 9.2    Indebtedness..........................................................................40
     Section 9.3    Guaranties............................................................................41
     Section 9.4    Shareholder Redemptions...............................................................41
     Section 9.5    Acquisitions..........................................................................41
     Section 9.6    Subordinated Debt.....................................................................41
     Section 9.7    Restrictions on Nature of Business....................................................41
     Section 9.8    Negative Pledges; Subsidiary Restrictions.............................................42
     Section 9.9    Issuance of Additional Stock..........................................................42
     Section 9.10   Regulatory Matters....................................................................42
     Section 9.11   Dividends.............................................................................42

ARTICLE X.   FINANCIAL COVENANTS..........................................................................42

     Section 10.1   Total Risk Based Capital Ratio........................................................42
     Section 10.2   Tier I Risk Based Capital Ratio.......................................................43
     Section 10.3   Leverage Ratio........................................................................43
     Section 10.4   Minimum Return on Assets..............................................................43
     Section 10.5   Maximum Non-Performing Assets.........................................................43
     Section 10.6   Allowance for Loan and Lease Losses...................................................43

ARTICLE XI.  EVENTS OF DEFAULT, RIGHTS AND REMEDIES.......................................................43

     Section 11.1   Events of Default.....................................................................43
     Section 11.2   Rights and Remedies...................................................................46
     Section 11.3   Offset................................................................................47

ARTICLE XII.  THE AGENT...................................................................................47

     Section 12.1   Authorization.........................................................................47
     Section 12.2   Distribution of Payments and Proceeds.................................................47
     Section 12.3   Expenses..............................................................................48
     Section 12.4   Payments Received Directly by Lenders.................................................48
     Section 12.5   Indemnification.......................................................................49
     Section 12.6   Limitations on Agent's Power..........................................................49
     Section 12.7   Exculpation...........................................................................49
     Section 12.8   Agent and Affiliates..................................................................49
     Section 12.9   Credit Investigation..................................................................50
     Section 12.10  Resignation...........................................................................50
     Section 12.11  Assignments...........................................................................50
     Section 12.12  Participations........................................................................51
     Section 12.13  Disclosure of Information.............................................................52

ARTICLE XIII.  MISCELLANEOUS..............................................................................52

     Section 13.1   No Waiver; Cumulative Remedies........................................................52
     Section 13.2   Amendments, Etc.......................................................................53
     Section 13.3   Notice................................................................................53
     Section 13.4   Costs and Expenses....................................................................53
     Section 13.5   Indemnification by Borrower...........................................................53
     Section 13.6   Execution in Counterparts.............................................................54
     Section 13.7   Binding Effect, Assignment............................................................54
     Section 13.8   Governing Law.........................................................................54
     Section 13.9   Consent to Jurisdiction/Jury Waiver...................................................54
     Section 13.10  Severability of Provisions............................................................55
     Section 13.11  Prior Agreements......................................................................55
     Section 13.12  Headings..............................................................................55
     Section 13.13  No Oral Agreements....................................................................55

<PAGE>



Exhibit 1.1 A      --     Additional Term Loan Note
Exhibit 1.1 B      --     Borrower Pledge Agreement
Exhibit 1.1 C      --     Compliance Certificate
Exhibit 1.1 D      --     Initial Term Loan Note
Exhibit 1.1 E1     --     Application for Standby Letter of Credit
Exhibit 1.1 E2     --     Standby Letter of Credit Agreement
Exhibit 1.1 F      --     Revolving Loan Commitment Amounts and Percentage
Exhibit 1.1 G      --     Revolving Note
Exhibit 1.1 H      --     San Francisco Company Guaranty
Exhibit 1.1 I      --     San Francisco Company Security Agreement
Exhibit 1.1 J      --     Swingline Loan Note
Exhibit 2.1.2 A    --     Form of Request For Increase in Total Revolving Loan Commitment Amount
Exhibit 2.1.2 B    --     Form of Request for Consent to Increase
Exhibit 2.1.2 C    --     Form of Request for Additional Lender
Exhibit 2.2.1      --     Notice of Borrowing
Exhibit 2.2.2      --     Form of Notice of Conversion/Continuation
Exhibit 2.2.3      --     Permissible Securities
Exhibit 2.4.1      --     Notice of Swingline Borrowing
Exhibit 2.5.2      --     Form of Term Loan Notice
Exhibit 8.9        --     Notice of Permitted Acquisition


Schedule 7.4       --     Subsidiaries
Schedule 7.7       --     Litigation
Schedule 9.2       --     Indebtedness
Schedule 9.3       --     Guaranties

</TABLE>

<PAGE>
                            SECURED CREDIT AGREEMENT

             THIS SECURED CREDIT AGREEMENT (this "Agreement") dated as of August
8, 2007, is entered into by and among FIRST BANKS, INC., a Missouri  corporation
("Borrower"),  the financial  institutions  that have executed this Agreement as
lenders (each individually a "Lender" and collectively the "Lenders"), and WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Agent.

                                WITNESSETH THAT:

             WHEREAS, pursuant to that certain Secured Credit Agreement dated as
of August 14, 2003, as amended by First  Amendment to Secured  Credit  Agreement
dated as of August 12, 2004, Amended and Restated Secured Credit Agreement dated
as of August 11,  2005,  and First  Amendment  to Amended  and  Restated  Credit
Agreement dated as of August 10, 2006 (the foregoing  collectively the "Existing
Credit  Agreement"),  each made by and between Borrower,  Agent, and the lenders
who were partner thereto (the "Existing Credit Agreement Lenders");

             WHEREAS  the  Existing  Credit  Agreement   Lenders  most  recently
severally  agreed to make  available  to  Borrower a term loan  facility  in the
amount  of One  Hundred  Million  Dollars  ($100,000,000),  a  revolving  credit
facility  in the amount of Ten  Million  Dollars  ($10,000,000)  and a revolving
letter of credit facility in the amount of One Million Dollars ($1,000,000) upon
the terms and conditions set forth in the Existing Credit Agreement;

             WHEREAS,  Borrower has  requested  that  Lenders,  severally,  make
available  (i) a  revolving  credit  facility  in  the  amount  of  One  Hundred
Twenty-Five Million Dollars  ($125,000,000)  including (a) a revolving letter of
credit sub-facility in the amount of Five Million Dollars ($5,000,000),  and (b)
a swingline loan sub-facility  (from Swingline Lender only) in the amount of Ten
Million Dollars  ($10,000,000),  with certain term loan conversion privileges as
hereinafter  described;  and (ii) the right to  increase  the credit  facilities
described  at  (i)  above  by  an  amount  up  to  Twenty-Five  Million  Dollars
($25,000,000),   all  as  hereinafter  described  (collectively  the  "Requested
Facilities");

             WHEREAS,  Borrower,  Lenders  and Agent  desire to enter  into this
Agreement and, by doing so, amend and replace the Existing Credit Agreement,  in
its entirety, thereby making available to Borrower the Requested Facilities; and

             WHEREAS, the Lenders are willing, severally, to provide to Borrower
the Requested  Facilities,  all subject to the terms and conditions  hereinafter
set forth.

             NOW,  THEREFORE,  in  consideration  of the premises and the mutual
agreements herein set forth, the parties hereto hereby agree as follows:

                                   ARTICLE I.

                        DEFINITIONS AND ACCOUNTING TERMS

               Section  1.1  Defined  Terms.  As  used in  this  Agreement,  the
                             --------------
following  terms have the following  meanings  (terms defined in the singular to
have the same meaning when used in the plural and vice versa):

               "Acquisition"  shall mean any of (i) the  acquisition by Borrower
          or any of its  Subsidiaries  of stock or other equity  interest in any
          Person,  (ii) the  acquisition  by any Person of stock or other equity
          interest  in  Borrower   or  any  of  its   Subsidiaries,   (iii)  the
          consolidation  or merger of any  Person  into  Borrower  or any of its
          Subsidiaries,  (iv) the  consolidation or merger of Borrower or any of
          its Subsidiaries into any Person, and (v) the transfer, outside of the
          ordinary  course of  business,  of any  assets of any other  Person to
          Borrower  or any of its  Subsidiaries,  or of  Borrower  or any of its
          Subsidiaries to any other Person.

               "Additional  Lender"  has the  meaning  ascribed  to that term in
          Section 12.11(a).

               "Additional  Term  Loan"  means  a Term  Loan  made  by a  Lender
          pursuant to Section 2.5.2.

               "Additional Term Loan Maturity Date" means,  with respect to each
          Additional  Term  Loan,  the date that is three (3) years from date of
          the related Additional Term Loan Note.

               "Additional Term Loan Note" means a promissory note evidencing an
          Additional  Term Loan made by a Lender and in the form of Exhibit  1.1
          A.
<PAGE>

               "Advance"  means  any  advance  by the  Lenders  to the  Borrower
          pursuant to Article II.

               "Affiliate"  means any Person (1) which  directly  or  indirectly
          Controls,  or is Controlled  by, or is under common  Control with, the
          Borrower  or  any   Subsidiary;   (2)  which  directly  or  indirectly
          beneficially  owns or holds five  percent (5%) or more of any class of
          voting stock of Borrower or any  Subsidiary;  or (3) five percent (5%)
          or more of the  voting  stock  of  which  is  directly  or  indirectly
          beneficially owned or held by Borrower or any Subsidiary.

               "Agent"  means  Wells Fargo Bank,  National  Association,  acting
          either or both (i) in its  capacity  as Agent  pursuant to Article XII
          hereof, or any duly appointed successor.

               "Agreement" has the meaning assigned to that term in the preamble
          of this Agreement.

               "Bank  Business  Day" means a day other than a Saturday,  Sunday,
          United  States  national  holiday  or  other  day on  which  banks  in
          Minnesota are permitted or required by law to close.

               "Bank Subsidiary" means any direct or indirect  Subsidiary of the
          Borrower  which is a bank or thrift  institution,  including,  without
          limitation  the financial  institutions  listed in Schedule 7.4 hereof
          and, beginning one year following the acquisition thereof, any bank or
          thrift  institution   subsequently   becoming  a  direct  or  indirect
          Subsidiary of Borrower.

               "Base Rate" means the rate of interest  publicly  announced  from
          time to time by the Agent as its  "prime"  or  "base"  rate or, if the
          Agent ceases to announce a rate so designated,  any similar  successor
          rate  designated  by the Agent.  Each change in the Base Rate shall be
          effective  on the day the  change in the  "prime"  or  "base"  rate is
          announced within Agent.

               "Borrower" has the meaning  assigned to such term in the preamble
          of this Agreement.

               "Borrower Pledge Agreement" means the collateral pledge agreement
          in the form of  Exhibit  1.1 B pledging  to the Agent for the  ratable
          benefit of the Lenders all of the stock of San Francisco Company.

               "Borrowing"  means any  borrowing  under  Article  II made by the
          Borrower  from each of the  Lenders  severally  (or,  in the case of a
          Swingline Loan, from Swingline Lender).

               "Capitalized  Lease" of a Person  means any lease of  property by
          such Person as lessee which would be capitalized on a balance sheet of
          such Person prepared in accordance with GAAP.

               "Closing Date"  means  the  date  upon  which  the  last  of  the
          conditions precedent specified in Article VI shall be satisfied.

               "Collateral"  means  collectively  Borrower's Special Account and
          all property which is subject or is to be subject to the Liens granted
          by the  Borrower  Pledge  Agreement  and  the  San  Francisco  Company
          Security Agreement.

               "Commitments"  means the (i) several Revolving Credit Commitments
          of Lenders and (ii)  Swingline  Commitment of Swingline  Lender.  When
          used with reference to a particular  Lender,  "Commitment"  means that
          Lender's obligation to make Advances in aggregate amounts equal to its
          Term and Revolving Credit Commitment Amounts.

               "Compliance Certificate" means a certificate in substantially the
          form of  Exhibit  1.1 C, or such other  form as the  Borrower  and the
          Required Lenders may from time to time agree upon in writing, executed
          by the Chief Financial  Officer of the Borrower and one (1) additional
          officer  of the  Borrower  identified  on the  signature  page to said
          Exhibit 1.1 C,  stating (i) that any  financial  statements  delivered
          therewith  have been  prepared  in  accordance  with GAAP,  subject to
          year-end  audit  adjustments,  (ii)  whether or not such  officer  has
          knowledge  of the  occurrence  of any  Default or Event of Default and
          stating in  reasonable  details the facts with respect to such Default
          or Event of Default,  (iii) all relevant facts in reasonable detail to
          evidence,  and the  computations as to, whether or not the Borrower is
          in  compliance  with the  Financial  Covenants,  and (iv) all relevant
          facts in reasonable  detail to evidence,  and the  computations as to,
          whether or not the Borrower is in compliance with the other covenants.
<PAGE>

               "Control"  means the possession,  directly or indirectly,  of the
          power to direct or cause the direction of the  management and policies
          of a Person,  whether through the ownership of voting  securities,  by
          contract, or otherwise.  For the purposes of the foregoing definition,
          a  shareholder  of  Borrower  shall not be deemed  to be  directly  or
          indirectly  Controlling or Controlled by the Borrower or a Subsidiary,
          provided the Person in question will not receive any proceeds from the
          Loans.

               "Default"  means any of the events  specified  in  Section  11.1,
          whether or not any requirement for the giving of notice,  the lapse of
          time, or both, or any other condition, has been satisfied.

               "Equity  Capital" means,  as to Borrower or any Bank  Subsidiary,
          the aggregate of its perpetual  preferred stock (and related surplus),
          common  stock,  surplus  (excluding  all surplus  related to perpetual
          preferred stock), undivided profits and capital reserves, plus its net
          unrealized holding gains (or minus its net realized holding losses) on
          available-for-sale securities.

               "ERISA"  means the  Employee  Retirement  Income  Security Act of
          1974, as amended from time to time, and the  regulations and published
          interpretations thereof.

               "ERISA  Affiliate"  means any trade or  business  (whether or not
          incorporated)  which  together with the Borrower would be treated as a
          single employer under Section 4001 of ERISA.

                  "Eurodollar Business Day" means a Bank Business Day on which
         dealings in U.S. dollar deposits are carried on in the London interbank
         market.

               "Eurodollar  Rate"  means the annual rate equal to the sum of (i)
          the rate  obtained by dividing (a) the rate (rounded up to the nearest
          1/16 of 1%) determined by the Agent as of 11:00 a.m.  London,  England
          time on the second Eurodollar Business Day prior to the date such rate
          is to become  effective  to be the average  rate at which U.S.  dollar
          deposits  are offered or  available  to banks in the London  interbank
          market for funds to be made available on the first day of any Interest
          Period  in an amount  approximately  equal to the  amount  for which a
          Eurodollar  Rate  quotation has been requested and maturing at the end
          of such Interest  Period,  by (b) a percentage equal to 100% minus the
          Federal Reserve System reserve requirement (expressed as a percentage)
          applicable to such deposits, and (ii) the applicable Margin. In making
          such  determination,  the Agent shall utilize Telerate page 3750 under
          the heading  "British Bankers  Association  LIBOR rates" in the column
          designated "USD," as published by Bridge Information Systems, Inc., or
          such other  comparable  source as may be available to the Agent in the
          event such Telerate page is no longer published or readily available.

               "Eurodollar  Rate  Funding"  means  a  Borrowing  or any  portion
          thereof,  or any other portion of the principal  balance of any of the
          Notes, that bears interest at a Eurodollar Rate.

               "Event  of  Default"  has the  meaning  ascribed  to that term in
          Section 11.1,  provided that any requirement for the giving of notice,
          the lapse of time, or both,  or any other  applicable  condition,  has
          been satisfied.

               "Existing Credit Agreement" has the meaning ascribed to such term
          in the recitals to this Agreement.

               "Existing Credit  Agreement  Lenders" has the meaning ascribed to
          such term in the recitals to this Agreement.

               "Existing  Term Loan"  means the  aggregate  of all term loans to
          Borrower  outstanding,  on the Closing Date, under the Existing Credit
          Agreement.

               "Federal Funds Rate" means at any time an interest rate per annum
          equal to the weighted average of the rates for overnight federal funds
          transactions  with members of the Federal  Reserve System  arranged by
          federal  funds  brokers,  as  published  for such  day by the  Federal
          Reserve Bank of New York, or, if such rate is not so published for any
          day which is a Bank  Business  Day,  the  average,  determined  by the
          Agent, of the quotations for such day for such  transactions  received
          by the Agent from three federal  funds brokers of recognized  standing
          selected by it, it being  understood  that the Federal  Funds Rate for
          any day which is not a Bank  Business  Day shall be the Federal  Funds
          Rate for the next preceding Bank Business Day.
<PAGE>

               "Financial Covenants" means any covenant contained in Article X.

               "First Bank" means First Bank, a Missouri state bank.

               "Floating  Rate" means,  at any time, an annual rate equal to the
                greater of:

               (i)  the Base Rate; or

               (ii) the  Federal  Funds  Rate,  plus  fifty  (50)  basis  points
                    (0.50%).

          The  Floating  Rate shall change when and as the Base Rate  or Federal
          Funds Rate changes.

               "Funded Debt" of the Borrower means (without duplication) (i) all
          indebtedness  of the Borrower for borrowed  money;  (ii)  indebtedness
          evidenced by bonds,  notes or similar  written debt  instruments;  and
          (iii)  the  face  amount  of  all  letters  of  credit  and   bankers'
          acceptances  issued for the  account  of the  Borrower,  and,  without
          duplication,  all drafts drawn thereunder;  provided, however, that in
                                                      --------  -------
          no event shall any  calculation  of Funded Debt  include  Subordinated
          Debt or debt of the type  referred  to in  Section  9.2(b) or  Section
          9.2(c).

               "Funded  Debt Ratio" means the ratio of Funded Debt to Net Income
          of the  Borrower  for  the  most  recent  period  of four  (4)  fiscal
          quarters.

               "GAAP"  means  U.S.  generally  accepted  accounting   principles
          applied on a basis consistent with the accounting practices applied in
          the financial statements described in Section 7.5.

               "Initial  Term  Loan"  means the Term Loan to be made by  Lenders
          pursuant to Section 2.5.1 and in the aggregate  amount of the Existing
          Term Loan.

               "Initial Term Loan Maturity Date" means March 31, 2009.

               "Initial  Term Loan Note" means a promissory  note  evidencing an
          Initial  Term Loan made by a Lender,  which is in the form of  Exhibit
          1.1 D.

               "Interest  Period"  means,  with respect to any  Eurodollar  Rate
          Funding (except as provided at Section 4.7 on the Closing Date of this
          Agreement),  a period of one, two, three or six months  beginning on a
          Eurodollar  Business  Day, as elected by the  Borrower.  Each Interest
          Period shall end on the day in the final month of such Interest Period
          that immediately  precedes the date which  numerically  corresponds to
          the first day of such Interest  Period,  except that (i) if such final
          month has no numerically  corresponding  day, then the Interest Period
          shall end on the last Eurodollar  Business Day of such month, and (ii)
          if an  Interest  Period  would  otherwise  end on a day which is not a
          Eurodollar  Business Day,  such Interest  Period shall end on the next
          following   Eurodollar   Business  Day,  unless  such  next  following
          Eurodollar  Business  Day is the first  Eurodollar  Business  Day of a
          month,  in which  case  such  Interest  Period  shall  end on the next
          preceding Eurodollar Business Day.

               "L/C  Application"  means an  Application  for Standby  Letter of
          Credit in the form of Exhibit 1.1 E1, and the master Standby Letter of
          Credit  Agreement in the form of Exhibit 1.1 E2, which master  Standby
          Letter of Credit Agreement is incorporated  into each such Application
          for Standby Letter of Credit by reference.

               "L/C Margin" means an amount determined under Section 4.7 that is
          charged pursuant to Section 5.2.

               "Lender" or  "Lenders"  has the meaning  assigned to such term in
          the preamble to this Agreement.

               "Letter of Credit" has the meaning provided in Section 2.1.3.

               "Letter of Credit  Commitment" means Agent's  commitment to issue
          Letters of Credit as provided in Section  2.1.3 and subject to Section
          2.3.
<PAGE>

               "Letter  of Credit  Commitment  Amount"  means the lesser of Five
          Million Dollars  ($5,000,000)  and the Total Revolving Loan Commitment
          Amount.

               "Leverage  Ratio" shall be defined and  calculated  in accordance
          with Federal  Reserve  Board  Regulation Y in the case of the Borrower
          and in accordance with Section 38 of the Federal Deposit Insurance Act
          in the case of a Bank Subsidiary.

               "Lien" means any mortgage,  deed of trust, lien, pledge, security
          interest  or other  charge  or  encumbrance,  of any kind  whatsoever,
          including but not limited to the interest of the lessor or titleholder
          under any  Capitalized  Lease,  title  retention  contract  or similar
          agreement.

               "Loan"  means any loan or Advance  made to  Borrower  pursuant to
          Article II.

               "Loan  Documents"  means this Agreement,  the Notes, the Borrower
          Pledge  Agreement,  the San  Francisco  Company  Guarantee and the San
          Francisco  Company  Security  Agreement,   as  each  may  be  renewed,
          extended,  amended,  rearranged,  restructured,  restated, replaced or
          otherwise modified from time to time.

               "Margin" means amounts determined pursuant to Section 4.7 that is
          added to other amounts to determine a Eurodollar Rate.

               "Multiemployer Plan" means a Plan described in Section 4001(a)(3)
          of  ERISA  which  covers  employees  of  the  Borrower  or  any of its
          Affiliates.

               "Net  Income"  has the  meaning  assigned  to such  term by GAAP,
          without reference to extraordinary  items or adjustments caused solely
          by changes in applicable accounting principles.

               "Non-Performing  Assets" of any Person  means the sum of: (i) all
          loans  and  leases  classified  as past due 90 days or more and  still
          accruing   interest;   (ii)  all  loans  and  leases   classified   as
          "non-accrual"  and no longer  accruing  interest;  (iii) all loans and
          leases  classified as  "restructured  loans and leases";  (iv) without
          duplication,  all property acquired in repossession or foreclosure and
          property  acquired  pursuant to in-substance  foreclosure;  and (v) if
          such Person is a Bank Subsidiary,  all other "Non-Performing  Assets,"
          as  reported  in the  then  most  recent  call  report  of  such  Bank
          Subsidiary.

               "Note" means either a Revolving  Note,  the  Swingline  Note,  an
          Initial Term Loan Note or an  Additional  Term Loan Note, in each case
          including any new Note issued pursuant to Section 12.11(a).

               "Notes" means,  collectively,  the Revolving Notes, the Swingline
          Note, the Initial Term Loan Note and the  Additional  Term Loan Notes,
          in each  case  including  any new  Note  issued  pursuant  to  Section
          12.11(a).

               "Notice of Swingline  Borrowing"  shall have the meaning ascribed
          thereto in Section 2.4.1.

               "Obligation  of  Reimbursement"  has the meaning given in Section
          2.3.2(a).

               "Obligations"   means  all   debts,   liabilities,   obligations,
          covenants  and duties of the  Borrower  arising  under any of the Loan
          Documents,  whether direct or indirect, absolute or contingent, due or
          to become due, and whether now existing or hereafter arising.

               "PBGC"  means the Pension  Benefit  Guaranty  Corporation  or any
          entity succeeding to any or all of its functions under ERISA.

               "Percentage"  means, with respect to each Lender,  the percentage
          so  designated  next to such  Lender's  name in Exhibit 1.1 F, as such
          percentage  may be  adjusted  from time to time  pursuant  to  Section
          12.11.
<PAGE>

               "Permitted  Acquisition" means any Acquisition by Borrower or any
          of its Subsidiaries, in each case so long as:

                     (i) no Default or Event of  Default  is  continuing  at the
                         time of such  Acquisition,  or would be  caused by such
                         Acquisition;

                    (ii) all authorizations of governmental agencies,  bodies or
                         authorities   which  are   necessary   to  approve  the
                         Acquisition  have been  obtained  and are in full force
                         and effect, or will be obtained  contemporaneously with
                         the earlier to occur of closing of such Acquisition and
                         the  making of any  Advance  for such  purpose,  and no
                         further approval, consent, order or authorization of or
                         designation,  registration,  declaration or filing with
                         any  governmental  authority is required in  connection
                         therewith;

                   (iii) in  the case of any Acquisition that is a consolidation
                         or merger,  the  continuing  or  surviving  corporation
                         shall  be  controlled   by  the  Borrower   immediately
                         following the transaction;  provided, however, that (A)
                                                     --------  -------
                         a  Subsidiary  may merge with and into the  Borrower or
                         another Subsidiary,  but (B) under no circumstances may
                         the  Borrower  merge  into  or  consolidate   with  any
                         Subsidiary; and

                    (iv) any notice required in connection with such Acquisition
                         pursuant to Section 8.9 shall have been timely given.

               "Person" means an individual, partnership,  corporation, business
          trust, joint stock company, trust, unincorporated  association,  joint
          venture, governmental authority, or other juridical entity of whatever
          nature.

               "Plan"  means any  employee  benefit or other  plan  established,
          maintained,  or to which  contributions have been made by the Borrower
          or any ERISA Affiliate.

               "Primary  Equity Capital" of an entity means the aggregate of the
          allowance for loan and lease losses of such entity, as reported in the
          most  recent  quarterly  report on Form 10-Q or annual  report on Form
          10-K filed by the  Borrower  with the SEC plus the  Equity  Capital of
          such  entity;  provided  however  that if  Borrower  shall cease to be
          required to file quarterly  reports on Form 10-Q and/or annual reports
          on Form 10-K,  thereafter  the Primary  Equity Capital shall be as set
          forth  in  Borrower's   quarterly   financial  report,   certified  by
          Borrower's Chief Financial Officer, and annual audit report, certified
          by the auditor of such annual audit report.

               "Reportable  Event"  means any of the events set forth in Section
          4043 of ERISA.

               "Requested  Facilities" have the meaning ascribed to such term in
          the recitals to this Agreement.

               "Required  Lenders"  means Lenders  (including,  where  relevant,
          Additional Lenders) having an aggregate  Percentage of 66 2/3% or more
          or, if the Commitments  shall have been terminated,  having 66 2/3% or
          more  of  the  aggregate  principal  amount  of all  then  outstanding
          Advances.

               "Return on Assets" of a Person means the percentage determined by
          dividing the Net Income of such Person for the four calendar  quarters
          immediately  preceding the date of  determination by its total average
          assets during such period.  The total average assets of a Person shall
          be as reported in quarterly financial statements for such period.

               "Revolving  Credit   Commitment"   means  Lenders'   Commitments,
          severally, to provide revolving loans as provided in Section 2.1.1.

                "Revolving Credit Commitment Amount"   means,  with  respect  to
          each Lender, the Revolving Credit Commitment amount set forth opposite
          that  Lender' s  name  on Exhibit 1.1F, as that amount may be adjusted
          from  time  to  time  pursuant  to  Section 5.3 or any assignment made
          pursuant to Section 12.11.
<PAGE>

               "Revolving Credit Termination Date" means August 7, 2008.

               "Revolving  Loans"  shall have the  meaning  provided  in Section
          2.1.1.

               "Revolving Loan Margin" means an amount  determined under Section
          4.7 that is charged pursuant to Section 4.1.

               "Revolving Note" means a Note evidencing a Revolving Loan made by
          a Lender, which Note is in the form of Exhibit 1.1 G attached hereto.

               "San  Francisco  Company"  means  The San  Francisco  Company,  a
          Delaware corporation.

               "San Francisco Company Guaranty" means the Guaranty,  in the form
          of Exhibit 1.1 H,  whereby San  Francisco  Company  guarantees  to the
          Lenders payment of the Obligations.

               "San  Francisco   Company  Security   Agreement"  means  the  San
          Francisco  Company Security  Agreement,  in the form of Exhibit 1.1 I,
          pledging  to the Agent for the  ratable  benefit of the Lenders all of
          the stock of First Bank.

               "SEC" means the federal Securities and Exchange Commission.

               "Subordinated  Debt" means indebtedness of the Borrower or any of
          its  Subsidiaries  which is  subordinated  in right of  payment to all
          indebtedness  of the  Borrower to any Lender,  on terms that have been
          approved in writing by the  Required  Lenders and that have been noted
          by appropriate  legend on all instruments  evidencing the Subordinated
          Debt.

               "Subsidiary"   means,  as  to  Borrower,   any  business  entity,
          including,  but not  limited  to any  corporation,  limited  liability
          company,   partnership,   limited   partnership,   limited   liability
          partnership,  business trust, or any similar entity, with total assets
          exceeding  $1,000,000 of which shares of stock having  ordinary voting
          power  (other  than  stock  having  such  power  only by reason of the
          happening  of a  contingency)  to  elect a  majority  of the  board of
          directors or other managers of such corporation are at the time owned,
          or the  management  of  which  corporation  is  otherwise  controlled,
          directly or indirectly through one or more intermediaries, or both, by
          the Borrower or a Subsidiary of Borrower.

               "Swingline  Advance"  means any advance made by Agent pursuant to
          Section 2.4.

               "Swingline  Borrowing" means any borrowing made by Borrower under
          Section 2.4.

               "Swingline   Commitment"  means  Agent's  commitment  to  provide
          Swingline Advances as provided in Section 2.1.4.

               "Swingline  Sub-Facility"  means  the  credit  facility  provided
          pursuant to Section 2.1.4.

               "Swingline Lender" means Wells Fargo Bank, National  Association,
          a national  banking  association,  in its  capacity as provider of the
          Swingline Sub-Facility.

               "Swingline Loan Commitment  Amount" means,  with respect to Agent
          only,   the  lesser  of  (i)  the  amount  of  Ten   Million   Dollars
          ($10,000,000),  and (ii) the Total Revolving Loan  Commitment  Amount.
          The Swingline Loan Commitment  Amount is a part of and not in addition
          to the Total Revolving Loan Commitment Amount.

               "Swingline  Note" means a note evidencing the Swingline Loan made
          by Swingline Lender in the form of Exhibit 1.1 J.

               "Term Loan" shall have the meaning provided in Section 2.1.5.

               "Term Loan Margin" means an amount  determined  under Section 4.7
          that is charged pursuant to Section 4.1.

               "Term Note" means a note evidencing a Term Loan made by a Lender.
<PAGE>

               "Tier I Risk Based Capital Ratio" shall be defined and calculated
          in accordance with Federal  Reserve Board  Regulation Y in the case of
          the Borrower and in accordance  with Section 38 of the Federal Deposit
          Insurance Act in the case of a Bank Subsidiary.

               "Total  Revolving  Loan  Commitment  Amount" means the sum of One
          Hundred Twenty-Five Million Dollars  ($125,000,000) as that amount may
          be increased from time to time pursuant to Section 2.1.2,  and reduced
          by all  Swingline  Loans,  Revolving  Loans,  Term  Loans,  Letters of
          Credit,  and Obligation of Reimbursement at any time  outstanding,  as
          well as Section 5.3.

               "Total Risk Based Capital  Ratio" shall be defined and calculated
          in accordance with Federal  Reserve Board  Regulation Y in the case of
          the Borrower and in accordance  with Section 38 of the Federal Deposit
          Insurance Act in the case of a Bank Subsidiary.

               Section 1.2 Other Interpretive Provisions.
                           -----------------------------

               (a)     All accounting  terms  not  specifically  defined  herein
shall be construed in accordance  with GAAP as applied in the preparation of the
financial  statements and reports  referred to in Section 8.1, and all financial
data submitted  pursuant to this Agreement  shall be prepared in accordance with
such principles.

               (b)     the  amount  of all  Loans  from time to time outstanding
shall include all accrued and unpaid interest, fees and charges.

               (c)     Section references are to this Agreement unless otherwise
specified.

               (d)     Schedules and Exhibits referred to herein are attached to
and made a part hereof unless otherwise specified.

               (e)     The term "including" is not limiting and means "including
without limitation."

               (f)     In  the  computation of  periods of time from a specified
date to a later specified date, the word "from" means "from and including";  the
words "to" and  "until"  each mean "to but  excluding",  and the word  "through"
means "to and including."

               (g)     Unless   otherwise   expressly   provided   herein,   (i)
references to agreements (including this Agreement and the other Loan Documents)
and other  contractual  instruments  shall be deemed to include  all  subsequent
amendments, restatements,  supplements and other modifications thereto, but only
to the extent such amendments, restatements, supplements and other modifications
are not prohibited by the terms of any Loan Document, and (ii) references to any
statute  or  regulation  shall be  construed  as  including  all  statutory  and
regulatory  provisions amending,  replacing,  supplementing or interpreting such
statute or regulation.

               (h)     This  Agreement  and  the  other  Loan  Documents may use
several  different  limitations,  tests or  measurements to regulate the same or
similar matters. All such limitations, tests and measurements are cumulative and
each shall be performed in accordance with its terms.

               (i)     This  Agreement  and  the  other  Loan  Documents are the
result of negotiations  among and have been reviewed by counsel to the Borrower,
Lenders  and Agent and the other  parties  thereto  and are the  products of all
parties.  Accordingly,  they shall not be construed against  Borrower,  Agent or
Lenders  merely because of  Borrower's,  Agent's or any Lender's  involvement in
their preparation.

                                   ARTICLE II.

                COMMITMENTS OF THE LENDERS; BORROWING, CONVERSION

                         AND LETTER OF CREDIT PROCEDURES

               Section  2.1  Commitments.  On  and  subject  to  the  terms  and
                             -----------
conditions  of this  Agreement,  each of the Lenders,  severally  and for itself
alone, agrees to make loans to, and to issue or participate in letters of credit
for the account of, the Borrower as follows:
<PAGE>

               2.1.1.  Revolving Loan  Commitment.  Subject to Section 2.2, each
                       --------------------------
          Lender  shall  make  a  loan  to  Borrower,   on  a  revolving   basis
          (collectively,  the "Revolving Loans"),  from time to time through the
          Revolving  Credit  Termination  Date,  to the extent of such  Lender's
          Percentage  of the  aggregate  amount  requested by Borrower  from all
          Lenders in accordance with this Agreement;  provided  however that the
          aggregate of all Revolving Loans  outstanding  shall at no time exceed
          the Total Revolving Loan Commitment Amount.

               2.1.2   Increase of the Revolving Loan Commitments.
                       ------------------------------------------

                       (a)   The  Borrower  may, at its  election at any time or
               from time to time after the date hereof, and prior to thirty (30)
               days  before the Revolving Credit Termination Date,  increase the
               Total Revolving Loan Commitment Amount by the aggregate amount of
               up to Twenty-Five Million  Dollars  ($25,000,000);  provided  and
               subject to the  express  conditions   precedent  that:  (i)  each
               proposed  increase  in  the  Revolving  Credit Commitment  Amount
               of any Lender shall be subject to  the  written  consent of  such
               Lender (it being expressly  agreed and understood by the Borrower
               that no Lender has agreed or committed  or  otherwise  undertaken
               to agree or  commit to increase the Revolving  Credit  Commitment
               Amount  of  such Lender   above such  Lender's  Revolving  Credit
               Commitment  Amount as in effect on  August 8, 2007, and set forth
               on Exhibit 1.1 F), (ii) each such increase of the Total Revolving
               Loan Commitment Amount shall be in an amount that is an  integral
               multiple of Five Million Dollars  ($5,000,000)  and not less than
               Ten Million Dollars ($10,000,000),  (iii) the  Borrower shall not
               request to  increase  the  Total Revolving Loan Commitment Amount
               if, after giving effect  to any  permanent reduction of the Total
               Revolving Loan Commitment Amount in  accordance with Section 5.3,
               the  sum  of  the  Total  Revolving  Loan Commitment Amount would
               exceed   the  amount  of   One   Hundred  Fifty  Million  Dollars
               ($150,000,000),  (iv) the Borrower  shall not request to increase
               the Total  Revolving Loan Commitment  Amount more than twice, (v)
               no  Default  or  Event  of  Default  shall  have  occurred and be
               continuing at  the time of  such increase or as a result of  such
               increase,  (vi)   each  increase  of  the  Total  Revolving  Loan
               Commitment   Amount   may  be  made  ratably  among  the  Lenders
               participating  in  such  increase  in   accordance   with   their
               respective  Percentages,  or   may   be   made   in   such  other
               increments satisfactory to each such Lender, in each case subject
               to the written  consent of each such Lender  (provided,  however,
                                                             --------   -------
               that the Lenders'  respective  Percentages in connection with any
               outstanding  Term Loans as of the effective date of such increase
               shall  remain the same),  and (vii)  notwithstanding  Article XII
               hereof,   additional   Persons  may  become  Lenders  under  this
               Agreement to accommodate such increase, subject to the consent of
               the Borrower and the Agent,  such consent not to be  unreasonably
               withheld, conditioned or delayed.

                       (b)   The Borrower  shall  notify the Agent in writing of
               any  request to  increase  the Total  Revolving  Loan  Commitment
               Amount under this  Section  2.1.2 at least thirty (30) days prior
               to the desired  effective date of such increase,  specifying such
               election and the effective  date thereof,  in the form of Exhibit
               2.1.2 A. Such notice shall be accompanied  by the  resolutions of
               the board of  directors  of the  Borrower  and The San  Francisco
               Company approving such increase, as certified by the Secretary or
               an Assistant  Secretary  of the  Borrower  and The San  Francisco
               Company.  Within five (5) Bank Business Days after receipt of any
               such  notice,  the Agent shall advise the Lenders of the contents
               thereof.   Each  Lender  shall  have  the  option,  in  its  sole
               discretion,  to subscribe for its  Percentage  of such  requested
               increase.  The Lenders shall respond in writing to the Borrower's
               request through the Agent within ten (10) Bank Business Days from
               notification by the Agent of the Borrower's request for increase.
               Any Lender not  responding  within  ten (10) Bank  Business  Days

<PAGE>

               shall be deemed to have declined to participate in the Borrower's
               request  for  increase  to the Total  Revolving  Loan  Commitment
               Amount.  At the option of the Borrower,  any part of the increase
               in the Total Revolving Loan  Commitment  Amount not so subscribed
               may be  assumed  by one or more  existing  Lenders  or assumed by
               another financial  institution or institutions  designated by the
               Borrower and acceptable to the Agent,  which consent shall not be
               unreasonably withheld, conditioned or delayed, upon submission of
               the notice to Agent in the form of  Exhibit  2.1.2 B, in the case
               of an existing  Lender,  or Exhibit 2.1.2 C, in the case of a new
               lender.  Each notice  delivered by the Borrower  pursuant to this
               Section 2.1.2 shall be irrevocable.

                       (c)   If the Total Revolving Loan Commitment Amount shall
               be  increased as  provided at  this Section  2.1.2,  before there
               shall be made any Advance that would cause the Revolving Loans by
               any  Lender  to  exceed  such Lender's  Revolving Loan Commitment
               Amount(as the same existed immediately before such increase), the
               Borrower  shall  execute  and  deliver to such Lender a Revolving
               Note in the amount of such increase.

               2.1.3.  Letter  of Credit  Sub-Facility  Commitment.  Subject  to
                       -------------------------------------------
          Section 2.3, Agent shall, from time to time, issue one or more letters
          of credit  (each a "Letter of  Credit"),  for the account of Borrower,
          through the Revolving Credit  Termination Date, in an aggregate amount
          at any time outstanding not to exceed the Letter of Credit  Commitment
          Amount.  Letters  of  Credit  provided  pursuant  to  this  Agreement,
          together  with  all  Obligations  of   Reimbursement,   shall,   while
          outstanding,  reduce the amount  otherwise  available  pursuant to the
          Letter of Credit  Commitment.  Each  Letter of Credit  shall be at the
          request  and for the account of  Borrower  pursuant to a separate  L/C
          Application  entered into by  Borrower,  as  applicant.  The terms and
          conditions  set forth in each L/C  Application  shall  supplement  the
          terms and conditions  hereof,  but, in the event of any  inconsistency
          between the terms and conditions of any such L/C Application,  and the
          terms of the Agreement,  the terms hereof shall  control.  Each Lender
          shall be deemed to purchase and hold a participation in each Letter of
          Credit to the extent of such Lender's Percentage thereof.

               2.1.4.  Swingline  Sub-Facility Commitment.  Subject  to  Section
                       ----------------------------------
          2.4,  Swingline  Lender shall make loans (each a "Swingline  Loan" and
          collectively  the  "Swingline  Loans") to  Borrower  from time to time
          during the period from the Closing Date through the  Revolving  Credit
          Termination  Date  notwithstanding  the fact that any Swingline Loans,
          when aggregated with Swingline Lender's  Percentage of all outstanding
          Revolving Loans (in its capacity as a Lender) may exceed the amount of
          such Lender's Revolving Loan Commitment;  provided however that, after
          giving  effect to any Swingline  Loan,  the aggregate of all Swingline
          Loans shall at no time exceed the Swingline  Loan  Commitment  Amount;
          and provided further that no Swingline Loan shall be made to refinance
          an  outstanding  Swingline  Loan.  Within the limits herein set forth,
          Borrower may repay and reborrow  Swingline  Loans.  Each Lender hereby
          irrevocably  and  unconditionally  agrees to,  purchase from Swingline
          Lender a  participation  in each  Swingline Loan in an amount equal to
          such Lender's Percentage of such Swingline Loan.

               2.1.5.  Term Loan Conversion and Sub-Facility Commitment. Subject
                       ------------------------------------------------
          to Section  2.5,  (i) on the Closing  Date each Lender  shall make the
          Initial  Term  Loan  to  Borrower  to  the  extent  of  such  Lender's
          Percentage  thereof and (ii) from time to time  through the  Revolving
          Credit  Termination  Date,  at the election to Borrower,  Borrower may
          request  that all or any  portion  of any then  outstanding  Revolving
          Loans be  converted  to an  Additional  Term Loan and/or a new Advance
          made as an Additional Term Loan, which Additional Term Loan, if and to
          the extent a Revolving Loan,  shall be deemed made to Borrower by each
          Lender  in  such  Lender's  Percentage  that  was  applicable  to  the
          converted  Revolving  Loan  and,  if  and to  the  extent  it is a new
          Advance, shall be made by each Lender's then Percentage. Each Lender's
          Initial Term Loan and all such  Lender's  Additional  Term Loans shall
          collectively   comprise  such   Lender's   "Term  Loan"  to  Borrower.
          Notwithstanding the foregoing,  in no event shall the aggregate of all
          Revolving Loans, Term Loans,  Swingline Loans, Letter of Credits,  and
          Obligation  of  Reimbursement  exceed the aggregate  Revolving  Credit
          Commitment Amounts.
<PAGE>

               Section 2.2   Revolving Loan Procedures.
                             -------------------------

               2.2.1   Borrowing Procedures.
                       --------------------

                       (a)   Each Revolving Loan shall  occur following  written
               request  via  such  form  as is  attached  as  Exhibit  2.2.1  or
               telephonic request to the Agent from the Borrower,  with any such
               telephonic  request  to be  confirmed  by fax in such  form as is
               attached  as Exhibit  2.2.1.  Each such  notice or request  shall
               specify:  (i) the date of the requested  Revolving Loan; (ii) the
               amount  thereof;  and (iii) if any portion of such Revolving Loan
               will bear  interest at a Eurodollar  Rate,  the  Interest  Period
               selected by the  Borrower  with respect  thereto.  Such notice or
               request  must be  received by the Agent not later than 10:00 a.m.
               (California  time) on the Bank  Business  Day prior to the day on
               which such  Revolving  Loan is to occur or, if all or any portion
               of the Revolving  Loan will bear  interest at a Eurodollar  Rate,
               not later than three  Eurodollar  Business Days prior to the date
               on which such Revolving Loan is to occur. Each Borrowing shall be
               in the  amount  of (i) not  less  than  $1,000,000  or (ii) in an
               integral  multiple  of  $100,000  greater  than  $1,000,000.  The
               Borrower shall be obligated to repay all Revolving  Loans made to
               it  notwithstanding  the fact that the Person requesting the same
               was not in fact  authorized so to do. Any request for a Revolving
               Loan shall be deemed to be a  representation  that the statements
               set forth in Article  VII are  correct  except to the extent that
               the same relate specifically to an earlier date.

                       (b)   Upon receiving a request for a Borrowing under this
               Section  2.2.1,  and in any  event  not  later  than  11:00  a.m.
               (California  time) on the day that the request is  received,  the
               Agent  will  notify the  Lenders  of the amount of the  requested
               Borrowing,  the  amount  of each  Lender's  Revolving  Loan  with
               respect thereto,  and, if applicable,  the fact that the Borrower
               has elected a Eurodollar Rate and the Interest Period selected by
               the Borrower.  Upon fulfillment of the applicable  conditions set
               forth in Article VI, each Lender  shall remit its  Percentage  of
               the  requested   Revolving  Loan  to  the  Agent  in  immediately
               available  funds.  Each Lender shall make each Advance to be made
               by it hereunder on the proposed  date thereof by wire transfer of
               immediately  available funds by 11:00 a.m.  (California  time) to
               the account of the Agent most recently  designated by it for such
               purpose  by  notice  to the  Lenders.  The  Agent  will make such
               Advances  available to the Borrower by wire transferring the same
               to an account designated by the Borrower at First Bank or in such
               other  manner as the Agent and the Borrower may from time to time
               agree in writing,  prior to 12:00 noon  (California  time) on the
               day of the  requested  Revolving  Loan.  The Agent  shall have no
               obligation to disburse the  requested  Borrowing if any condition
               set forth in Article VI has not been  satisfied on the day of the
               requested  Revolving  Loan.  Unless the Agent shall have received
               notice from a Lender prior to the proposed  date of any Borrowing
               that  such  Lender  will not make  available  to the  Agent  such
               Lender's  Percentage of such Revolving Loan, the Agent may assume
               that such  Lender has made such share  available  on such date in
               accordance with this Section 2.2.1 and may, in reliance upon such
               assumption,  make  available  to  the  Borrower  a  corresponding
               amount.  In such  event,  if a  Lender  has not in fact  made its
               Percentage  of the  applicable  Revolving  Loan  available to the
               Agent,  then the  applicable  Lender  agrees  to pay to the Agent
               forthwith  on demand  such  corresponding  amount  with  interest
               thereon,  for each day from and including the date such amount is
               made  available  to the  Borrower  to but  excluding  the date of
               payment to the Agent,  at the greater of the  Federal  Funds Rate
               and a rate  determined  by the Agent in  accordance  with banking
               industry  rules on  interbank  compensation.  If such Lender pays
               such amount to the Agent,  then such amount shall constitute such
               Lender's Percentage in such Revolving Loan.

                       (c)   In  the  event  that  any  one  or  more   Lenders'
               obligations to make Advances at the Eurodollar Rate are suspended
               pursuant to Section 2.2.2(c) following a request for  a Borrowing
               that specifies that a Eurodollar Rate is to  apply,  such Lenders
               shall  nevertheless be obliged to fund their respective Advances,
               and such Advances shall bear interest at the Floating  Rate until

<PAGE>

               they are repaid or until such  Lenders  may again make,  maintain
               or  fund   Advances  at  the  Eurodollar  Rate  and  the Borrower
               requests  pursuant to Section 2.2.2(a) that a  Eurodollar Rate be
               applicable to such Advances.

                2.2.2  Conversion of Principal to Eurodollar Rates.
                       -------------------------------------------

                       (a)   At the election of the Borrower, which election may
               be  exercised  from  time  to  time,  the Borrower may request in
               writing  via  such  form  as  attached as is Exhibit  2.2.2 or by
               telephonic  request  to  be  confirmed  by fax in such form as is
               attached  as Exhibit 2.2.2  that a Eurodollar Rate  be applicable
               for the portion of the outstanding principal balance of the  Term
               or Revolving Notes  (including any Revolving Loan requested or to
               be  requested)  and  for  the  Interest  Period  indicated by the
               Borrower in its request.  The portion of the outstanding  balance
               of  the  Notes for  which a Eurodollar Rate is requested must, on
               the first day of the applicable Interest Period,  either (A) bear
               interest at the  applicable Floating Rate,  or (B) bear  interest
               at  an  applicable  Eurodollar  Rate  with  respect  to which the
               Interest  Period  expires  on such  first  day.  A request  for a
               Eurodollar  Rate must be received by the Agent  before 10:00 a.m.
               (California  time) on the day three (3) Eurodollar  Business Days
               before  the  first  day of the  proposed  Interest  Period.  Upon
               receiving a request for a Eurodollar  Rate,  and in any event not
               later than the close of  business  on the day that the request is
               received,  the Agent will notify the Lenders of the Note (Term or
               Revolving)  subject  to such  Eurodollar  Rate and the amount and
               Interest  Period  applicable  thereto.  Not later  than 2:00 p.m.
               (California  time) on the second  (2nd)  Eurodollar  Business Day
               prior to the  date on which  such  Eurodollar  Rate is to  become
               effective,  the Agent will notify the Lenders and the Borrower of
               the interest rate to be applicable  thereto.  Following a request
               for a Eurodollar  Rate under this Section  2.2.2,  or pursuant to
               Section 2.2.1, the Eurodollar Rate as determined  hereunder shall
               be the interest rate applicable for the proposed  Interest Period
               to the portion of the outstanding  principal balance of the Notes
               to which the quotation  related,  subject to  fluctuations in the
               applicable  Margin  (and  the  remaining  part  of the  principal
               balance  of those  Notes  (and any other  Notes),  if any,  shall
               continue  to  bear  interest  at the  rate  or  rates  previously
               applicable to such amounts).  At the termination of such Interest
               Period,  the  interest  rate  applicable  to that  portion of the
               principal  balance of those  Notes to which the  Eurodollar  Rate
               quotation was applicable shall revert to the Floating Rate unless
               a new Eurodollar Rate quotation with respect thereto is requested
               by the Borrower in accordance with this Section 2.2.2.

                       (b)   The Eurodollar Rate  applicable to  each Eurodollar
               Rate Funding shall be determined by the Agent between the opening
               of business and 9:00 a.m.  (California  time) on the second (2nd)
               Eurodollar  Business Day prior to the beginning of the applicable
               Interest Period. Promptly following such determination, the Agent
               shall give notice  thereof (which may be by telephone if promptly
               confirmed  by fax) to the  Borrower  and each  Lender.  Each such
               determination   of  the  applicable   Eurodollar  Rate  shall  be
               conclusive and binding upon the parties hereto, in the absence of
               demonstrable  error.  The  Agent,  upon  written  request  of the
               Borrower or any  Lender,  shall  deliver to the  Borrower or such
               requesting  Lender a statement  showing the computations  used by
               the  Agent  in  determining   the  applicable   Eurodollar   Rate
               hereunder.

                       (c)   In no event shall more than six (6) Eurodollar Rate
               Fundings  be  outstanding  at any one  time.  In no event may the
               Borrower  request a  Eurodollar  Rate  Funding if,  after  giving
               effect to such  Eurodollar  Rate Funding,  the Borrower  would be
               required to prepay the  Eurodollar  Rate  Funding in order to pay
               the  principal  amount of the related  Revolving or Term Loans on
               the (as  applicable)  Revolving  Credit or Term Loan  Termination
               Date.  In no event may the  Borrower  rescind  any  request for a
               Eurodollar  Rate Funding once made.  Notwithstanding  anything to
               the contrary in this  Agreement,  the Agent and the Lenders shall
               have no  obligation  to honor any request for a  Eurodollar  Rate

<PAGE>

               Funding  if a Default  or Event of Default  has  occurred  and is
               continuing when such request is made or on the first (1st) day of
               the Interest  Period  applicable  thereto.  If on or prior to the
               first day of any Interest Period the Agent reasonably  determines
               (which  determination  shall be  conclusive)  that,  by reason of
               circumstances   affecting  the  relevant  market,   adequate  and
               reasonable  means do not exist for  ascertaining  the  Eurodollar
               Rate for such  Interest  Period,  or the  Required  Lenders  both
               reasonably  determine (which  determination  shall be conclusive)
               and notify the Agent that the Eurodollar Rate will not adequately
               and  fairly  reflect  the  cost to the  Lenders  of  funding  the
               requested  Eurodollar Rate Funding for such Interest Period, then
               the  Agent  shall  give  the  Borrower   prompt  notice   thereof
               specifying  the amounts or periods and, so long as such condition
               remains in effect,  the Lenders  shall be under no  obligation to
               fund any Eurodollar  Rate Fundings and the Borrower shall, on the
               last  day(s)  of the  then  current  Interest  Period(s)  for the
               outstanding   Eurodollar   Rate  Fundings,   either  prepay  such
               Eurodollar Rate Fundings or convert such Eurodollar Rate Fundings
               into  Floating Rate  Borrowings  in accordance  with the terms of
               this  Agreement.  Notwithstanding  any  other  provision  of this
               Agreement,  in the event that it becomes  unlawful for any Lender
               to  make,  maintain,  or fund  Advances  at the  Eurodollar  Rate
               hereunder,  then such Lender shall  promptly  notify the Borrower
               thereof and such Lender's  obligation  to make,  maintain or fund
               Advances at the  Eurodollar  Rate shall be  suspended  until such
               time as such Lender may again make,  maintain,  and fund Advances
               at the Eurodollar  Rate. If the obligation of any Lender to make,
               maintain  or  fund  Advances  at the  Eurodollar  Rate  shall  be
               suspended  pursuant  to  this  Section  2.2.2(c),  such  Lender's
               affected Advances shall be automatically  converted into Floating
               Rate  Advances  on the last day(s) of the then  current  Interest
               Period(s) for the affected Advances.

                       (d)   Absent error,  the records of  the  Agent shall  be
               conclusive  evidence  as to the  amount of each  Eurodollar  Rate
               Funding and the  interest  rate and  Interest  Period  applicable
               thereto.

               Section 2.3   Letter of Credit Procedures.
                             ---------------------------

               2.3.1   Issuance/Lender Participation.
                       -----------------------------

                       (a)   Each Letter of  Credit,  if  any,  shall  be issued
               pursuant  to a  separate  L/C  Application  entered  into  by the
               Borrower, as applicant, completed in a manner satisfactory to the
               Agent, and delivered to the Agent at least five (5) Bank Business
               Days prior to the date such Letter of Credit is to be issued. The
               terms and conditions set forth in each such L/C Application shall
               supplement the terms and conditions  hereof,  but in the event of
               inconsistency  between the terms of any such L/C  Application and
               the terms hereof, the terms hereof shall control.

                       (b)   Each Lender shall be deemed to hold a participation
               interest  in  each  Letter  of  Credit  equal  to  that  Lender's
               Percentage  of the face amount of that  Letter of Credit.  If the
               Agent  makes any  payment  pursuant to the terms of any Letter of
               Credit and is not promptly reimbursed, the Agent may request that
               each  Lender pay such  Lender's  Percentage  of the  unreimbursed
               amount.  Upon  receipt  of any such  request  prior to 11:00 a.m.
               (California  time) on a Bank Business Day, the recipient shall be
               unconditionally  and irrevocably  obligated to pay its Percentage
               of the unreimbursed amount to the Agent in immediately  available
               funds prior to 1:00 p.m.  (California time) on such date. Notices
               received  after 11:00 a.m.  (California  time) shall be deemed to
               have been  received on the  following  Bank Business Day. If full
               payment  is not made by a Lender  when  due  hereunder,  then the
               applicable  Lender agrees to pay to the Agent forthwith on demand
               such  corresponding  amount with interest  thereon,  for each day
               from and including the date such amount is made  available to the
               Borrower to but  excluding  the date of payment to the Agent,  at
               the greater of the Federal  Funds Rate and a rate  determined  by
               the Agent in accordance with banking  industry rules on interbank

<PAGE>

               compensation.  If such Lender pays such amount to the Agent, then
               such amount shall  constitute  such  Lender's  Percentage in such
               Letter of Credit.  After  making any  payment to the Agent  under
               this subsection in connection with a particular Letter of Credit,
               a Lender  shall be entitled to  participate  to the extent of its
               Percentage in the related reimbursements and any interest thereon
               received  by the  Agent  from the  Borrower  or  otherwise.  Upon
               receiving any such  reimbursement,  the Agent will  distribute to
               each Lender its Percentage of such reimbursement and any interest
               thereon.

                       (c)   No Letter of Credit  shall be issued with an expiry
               date later than ninety (90) days  after  the   Revolving   Credit
               Termination Date.

                       (d)   Any request for  the issuance of a Letter of Credit
               under  this  Section  2.3 shall be deemed to be a  representation
               that the  statements  set forth in Article VII hereof are correct
               except to the  extent  that the same  relate  specifically  to an
               earlier date.

               2.3.2   Payment  of  Amounts  Drawn  Under Letters of Credit. The
                       ----------------------------------------------------
          Borrower  shall pay the Agent any and all amounts  required to be paid
          under the applicable L/C Application,  when and as required to be paid
          thereby,   including  all  amounts   designated  below,  when  and  as
          designated:

                       (a)   The Borrower shall pay the Agent on the day a draft
               is honored  under any Letter of Credit a sum equal to all amounts
               drawn  under such  Letter of Credit  plus any and all  reasonable
               charges and expenses that the Agent may pay or incur  relative to
               such  draw,  plus  interest  on all  such  amounts,  charges  and
               expenses  as set forth below (all such  amounts  are  hereinafter
               referred to, collectively, as the "Obligation of Reimbursement").

                       (b)   The Borrower shall pay the Agent on demand interest
               on all amounts,  charges and expenses  payable by the Borrower to
               the Agent under this  Section  2.3.2,  accrued  from the date any
               such  draft is paid,  or any such  charge or  expense  is paid or
               incurred,  by the Agent until  payment in full by the Borrower at
               the Floating Rate.

                       (c)   Upon the occurrence of  any  Default  or  Event  of
               Default,  and so long as any such  Default  or  Event of  Default
               continues without written waiver thereof by the Required Lenders,
               the rate of interest on all amounts, charges and expenses payable
               by the  Borrower to the Agent under this  Section  2.3.2 shall be
               the Floating Rate plus four percent (4.00%).

               2.3.3   Special Account.
                       ---------------

                       (a)   If the Commitments are terminated in whole pursuant
               to  Section  5.3,  or if an Event of Default  shall  occur and be
               continuing,  and in any event on the Revolving Credit Termination
               Date, the Borrower  shall pay the Agent in immediately  available
               funds, for deposit in a deposit account  established for the sole
               purpose of holding  such  funds,  an amount  equal to the maximum
               aggregate  amount  available  to be drawn  under all  Letters  of
               Credit then outstanding,  assuming compliance with all conditions
               for drawing thereunder (the "Maximum Reimbursement  Obligation").
               Alternatively,  the  Borrower  may transfer to the Agent cash and
               Permissible  Securities  for  deposit  in  a  securities  account
               established  for the sole  purpose of holding  such funds,  of an
               aggregate  Collateral  Value equal to the  Maximum  Reimbursement
               Obligation;  provided,  however,  that if the Borrower  wishes to
                            --------   -------
               transfer  Permissible   Securities  in  lieu  of  cash,  it  must
               simultaneously  deliver to the Agent  such  account  and  control
               agreements  and such other  documents as the Agent may reasonably
               determine  are  necessary in order to  establish  and perfect the
               security  interest referred to in subsection (c), below. Any such
               deposit account or securities account shall be referred to herein
               as the "Special Account."
<PAGE>

                       (b)   "Permissible Securities" means securities described
               in Exhibit  2.2.3,  and the  "Collateral  Value" of a Permissible
               Security is its market  value,  as  reasonably  determined by the
               Agent,  multiplied  by  the  percentage  determined  pursuant  to
               Exhibit 2.2.3. The "Collateral Value" of cash is its face value.

                       (c)   The Borrower  hereby  grants  to the Agent, for the
               benefit  of the  Lenders,  a  security  interest  in the  Special
               Account and all funds and  Permissible  Securities  held  therein
               from time to time and all proceeds  thereof,  as security for the
               payment  of all  Obligations.  Any  interest  earned on funds and
               Permissible  Securities deposited in the Special Account shall be
               credited  to the  Special  Account.  Amounts  on  deposit  in the
               Special  Account  may be applied by the Agent at any time or from
               time to time to the Borrower's Obligation of Reimbursement or any
               other Obligations,  in the Agent's sole discretion, and shall not
               be subject to  withdrawal  by the  Borrower  so long as the Agent
               maintains  a  security  interest  therein.  The  Agent  agrees to
               transfer  any balance of cash or  Permissible  Securities  in the
               Special  Account to the Borrower at such time as the  Obligations
               have been paid in full.

               2.3.4   Authorization for Borrowing.  In   the   event  that  the
                       ---------------------------

          Borrower  shall be obligated  to make any payment  pursuant to Section
          2.3.2 or any  payment or transfer  of  securities  pursuant to Section
          2.3.3,  and shall not have made  other  arrangements  for  payment  or
          transfer  of  securities  as of the due  date,  then  the  Agent  will
          initiate an Advance in an amount not to exceed the amount available to
          be  borrowed  pursuant  to  Section  2.1.1  without  request  from the
          Borrower and use the proceeds to satisfy such payment Obligation.  The
          procedure for such Borrowing,  and the Agent's and Lenders' rights and
          Obligations with respect thereto,  shall be in all respects  identical
          to those applicable to an Advance  initiated by the Borrower  pursuant
          to Section 2.1.1, and such Advance shall not itself cause a Default or
          Event of Default.  The Borrowing in respect of such Advance shall bear
          interest at the Floating Rate.

               Section 2.4   Swingline Loan Procedures.
                             -------------------------

                    2.4.1   Borrowing Procedures. Each Swingline Borrowing shall
                            --------------------
               be made upon the  Borrowers'  written  request  to the  Swingline
               Lender  and the  Agent via such form as is  attached  as  Exhibit
               2.4.1 or  telephonic  request to Swingline  Lender and Agent with
               any  telephonic  request to be  confirmed  by fax in such form of
               Notice of Swingline  Borrowing  as is attached as Exhibit  2.4.1.
               Each such  request must be received by the  Swingline  Lender and
               the Agent not later  than 11:00 a.m.  (California  time),  on the
               same Bank Business Day as the requested  borrowing date and shall
               specify (i) the amount to be  borrowed,  which  amount shall be a
               minimum amount of $100,000 or an integral  multiple of $25,000 in
               excess  thereof,  and (ii) the requested  borrowing  date,  which
               shall be a Bank  Business  Day.  Promptly  after  receipt  by the
               Swingline Lender of any telephonic Notice of Swingline Borrowing,
               the Swingline Lender will confirm with the Agent (by telephone or
               in  writing)  that the Agent  has also  received  such  Notice of
               Swingline Borrowing and, if not, the Swingline Lender will notify
               the Agent (by  telephone or in writing) of the contents  thereof.
               Unless the Swingline  Lender has received notice (by telephone or
               in writing) from the Agent prior to 12:00 p.m. (California time),
               on the date of the proposed Swingline Borrowing (A) directing the
               Swingline  Lender not to make such  Swingline Loan as a result of
               the  limitations  set forth in  Section  2.1.4 or (B) that one or
               more of the applicable conditions specified in Section 6.2 is not
               then satisfied, then, subject to the terms and conditions hereof,
               the Swingline  Lender will, not later than 1:00 p.m.  (California
               time),  on  the  borrowing  date  specified  in  such  Notice  of
               Swingline  Borrowing,  make  the  amount  of its  Swingline  Loan
               available to the Borrowers by wire  transferring  the same to the
               account  designated  by  Borrower  at First Bank or in such other
               manner as the  Swingline  Lender and  Borrower  may agree upon in
               writing  prior to 1:00 p.m.  (California  time) on the day of the
               requested Swingline Loan.
<PAGE>

                       2.4.2 Refinancing of Swingline Loans.
                             ------------------------------

                       (a)   The Swingline Lender at any  time  in its sole  and
               absolute discretion may request, on behalf of the Borrower (which
               hereby  irrevocably  requests the Swingline  Lender to act on its
               behalf for  purposes of this Section  2.4.2),  under this Section
               2.4.2,  that each Lender make a Revolving Loan in an amount equal
               to such Lender's Percentage of the amount of Swingline loans then
               outstanding.  Such request shall be made in  accordance  with the
               requirements of Section 2.2.1,  without regard to the minimum and
               multiples specified therein for the principal amount of Revolving
               Loans,  but  subject  to the  unutilized  portion  of  the  Total
               Revolving Loan Commitment  Amount and the conditions set forth in
               Section  6.2.  Each  Lender  shall  make an  amount  equal to its
               Percentage  of the amount  specified in such notice  available to
               the Agent in immediately  available  funds for the account of the
               Swingline  Lender at the Agent's Office not later than 12:00 p.m.
               (California   time),   on  the  day  specified  in  such  notice,
               whereupon, subject to Section 2.4.2(b), each Lender that so makes
               funds  available shall be deemed to have made a Revolving Loan to
               the Borrower in such  amount.  The Agent shall remit the funds so
               received to the Swingline Lender.

                       (b)   If for  any  reason  any  Revolving  Loan Borrowing
               cannot be  requested in  accordance  with Section  2.4.2(a or any
               Swingline  Loan  cannot  be  refinanced  by such a Revolving Loan
               Borrowing, the request submitted by the Swingline Lender shall be
               deemed to be a  request by  the Swingline Lender that each of the
               Lenders fund its participation in the relevant Swingline Loan and
               each  Lender's   payment  to  the Agent for  the  account  of the
               Swingline  Lender  pursuant to Section  2.4.2(a)  shall be deemed
               payment in respect of such participation.

                       (c)   If any Lender fails to make  available to the Agent
               for the account of the Swingline Lender any amount required to be
               paid by such Lender pursuant to  the foregoing provisions of this
               Section  2.4.2 by the time  specified  in Section  2.4.2(a),  the
               Swingline  Lender  shall be entitled to recover  from such Lender
               (acting through the Agent), on demand,  such amount with interest
               thereon for the period from the date such  payment is required to
               the date on which such  payment is  immediately  available to the
               Swingline  Lender at a rate per annum equal to the Federal  Funds
               Rate from time to time in effect.  A certificate of the Swingline
               Lender  submitted to any Lender  (through the Agent) with respect
               to any amounts  owing  under this clause (c) shall be  conclusive
               absent manifest error.

                       (d)   Each Lender's obligation to make Revolving Loans or
               to purchase  and fund participations  in Swingline Loans pursuant
               to  this  Section 2.4.2 shall  be absolute and  unconditional and
               shall  not  be  affected  by any circumstance,  including (i) any
               set-off, counterclaim, recoupment, defense or other  right  which
               such Lender may have against the Swingline  Lender, the  Borrower
               or  any  other  Person  for  any  reason  whatsoever,   (ii)  the
               occurrence or  continuance of a Default or  Event of Default,  or
               (iii) any  other  occurrence,  event or condition, whether or not
               similar  to   any  of   the  foregoing.  Any  such   purchase  of
               participations  shall   not   relieve  or  otherwise  impair  the
               Obligation  of  the Borrower to repay Swingline  Loans,  together
               with interest as provided herein.

                       2.4.3 Repayment of Participations.
                             ---------------------------

                       (a)   At  any  time  after  any Lender has  purchased and
               funded a participation in a  Swingline  Loan,  if  the  Swingline
               Lender receives any payment  on account of such  Swingline  Loan,
               the Swingline Lender will distribute to such Lender such Lender's
               Percentage of such payment  (appropriately  adjusted, in the case
               of interest payments,  to reflect the period of time during which
               such Lender's  participation  was  outstanding and funded) in the
               same funds as those received by the Swingline Lender.

                       (b)   If any payment received by the Swingline  Lender in
               respect  of  principal  or  interest  on any  Swingline  Loan  is
               required  to be  returned by the  Swingline  Lender,  each Lender
               shall  pay to  the  Swingline  Lender  such  Lender's  Percentage
               thereof on demand of the Agent,  plus  interest  thereon from the
               date of such  demand to the date such  amount is  returned,  at a
               rate per annum  equal to the Federal  Funds Rate.  The Agent will
               make such demand upon the request of the Swingline Lender.


<PAGE>

                       (c)   Until each Lender funds  its   Revolving   Loan  or
               participation,  in each  case  pursuant  to this  Section  2.4 to
               refinance  such  Lender's   Percentage  of  any  Swingline  Loan,
               interest in respect of such Lender's  Percentage thereof shall be
               solely for the account of the Swingline  Lender.  Borrower  shall
               make payments of interest on each  Swingline Loan at the time and
               in the manner referred on Revolving Loan.

                       (d)   Borrower shall make all payments  of  principal and
               interest  in  respect  of the  Swingline  Loans  directly  to the
               Swingline Lender.

               Section 2.5  Term Loan Procedures.
                            --------------------

               2.5.1.  Initial  Term  Loans.  Each  Initial  Term Loan  shall be
                       --------------------
represented by an Initial Term Loan Note.

               2.5.2.  Additional Term Loan Procedure.
                       ------------------------------

                       (a)   Each Additional  Term Loan  shall  occur  following
               written  request via such form as is attached in Exhibit 2.5.2 (a
               "Term Loan Notice") or telephonic  request to be confirmed by fax
               in such form as is attached in Exhibit  2.5.2.  Each such request
               shall specify: (i) the effective date of the requested Additional
               Term Loan; (ii) the amount thereof;  and (iii) the portion of the
               outstanding Revolving Loans to which such Additional Term Loan is
               to  be  applied,  if  any,  including  the  rate(s)  of  interest
               currently  applicable  thereto  and,  if  a  Eurodollar  rate  is
               applicable to any portion  thereof,  the Interest  Period(s) that
               was/were  selected  by  Borrower  at  inception  of  the  related
               Revolving  Loan. If and to the extent the Additional Term Loan is
               to  be  an  initial  Advance  (i.e.  not  being  applied  to  any
               outstanding  Revolving  Loans),  then the  Term  Loan  Notice  or
               request  shall specify  whether any  portion(s) of such Term Loan
               that is an initial  Advance  will bear  interest at a  Eurodollar
               rate,  and the interest  period(s)  selected by the Borrower with
               respect  thereto.  No such Term Loan  Notice or request  shall be
               effective   unless  and  until  Agent  shall  have  received  the
               Additional  Term  Loan  Notes in  respect  thereof  specified  at
               Section 6.2 (c). If and to the extent any Additional Term Loan is
               not an  initial  Advance,  it  shall  bear  interest  at the same
               rate(s) of interest  applicable to the  Revolving  Loans that are
               satisfied  thereby  provided  however that, in  determining  such
               Eurodollar rate(s),  the applicable Margin shall be determined in
               accordance  with  Section  4.7. If such Term Loan Notice is being
               applied to Revolving  Loans in the exact amount of such Revolving
               Loans,   then  any  request   must  be  received  by  10:00  a.m.
               (California  time) on the Bank Business Day that the Term Loan is
               to occur.  If and to the extent any Additional  Term Loan that is
               the  subject  of a Term  Loan  Notice  represents  an  additional
               Advance,  it shall be funded as provided in the final sentence of
               Section 2.5.2(b). Each Additional Term Loan shall be in an amount
               of not less than Ten Million Dollars  ($10,000,000).  Any request
               for  any   Additional   Term  Loan   shall  be  deemed  to  be  a
               representation  that all  statements set forth in Article VII are
               correct except to the extent the same relate  specifically  to an
               earlier date.

                       (b)   Upon  receiving  a request  for a Term Loan Notice,
               and in any event not later  than 11:00 a.m. (California  time) on
               the  day  such  Term  Loan Notice is received,  Agent will notify
               each  of  the  Lenders  of  the  effective  date of the requested
               Additional  Term  Loan, the amount thereof and the portion of the
               outstanding  Revolving Loan to which  such  Additional  Term Loan
               is to be  applied,  if  any,   including   the  interest  rate(s)
               currently  applicable  thereto,  if applicable, if any Eurodollar
               Rate(s) is/are applicable to any portion   thereof,  the Interest
               Period(s)  that  had  been  selected  by  Borrower  at  inception
               thereof, or that are being selected,  at  the  initial Advance of
               such Term  Loans,  and a copy  of  the  related  Additional  Term
               Loan Note  payable to such  Lender  duly  executed  on  behalf of
               Borrower. Promptly thereafter Agent shall deliver such Additional
               Term Loan Note  to such  Lender.  In the event all or any part of
               any  Term  Loan  that  is the subject of a Term Loan Notice is an
               initial  Advance,  the funding   procedures  set forth in Section
               2.2.1(b) (excepting the first sentence  thereof and  substituting
               the term  "Term Loan"  for  "Revolving  Loan"   throughout) shall
               apply.
<PAGE>

               Section 2.6   Use of Proceeds. The proceeds of the Advances shall
                             ---------------
be used  by the  Borrower  (i) to  refinance  existing  indebtedness  under  the
Existing Credit Agreement including the Existing Term Loan; (ii) for its general
corporate purposes, including redemption of Subordinated Debt in connection with
redemption of trust preferred securities  guaranteed by Borrower;  and (iii) for
Permitted Acquisitions.

                                  ARTICLE III.

                               EVIDENCING OF LOANS

               Section 3.1   Notes.  The  Revolving  Loans  made  by each Lender
                             -----
shall be evidenced by and repayable in accordance with a single  promissory note
of Borrower  payable to the order of such Lender  substantially in the form of a
Revolving Note. The Swingline Loans made by Swingline  Lender shall be evidenced
by a single promissory note of Borrower payable to the order of Swingline Lender
substantially  in the form of the Swingline  Note. The Initial Term Loan made by
each Lender  shall be evidenced by and  repayable  in  accordance  with a single
promissory note of Borrower payable to the order of such Lender substantially in
the form of an Initial Term Loan Note.  Each  Additional  Term Loan made by each
Lender  shall be  evidenced  by and  repayable  in  accordance  with a  separate
promissory note of Borrower payable to the order of such Lender substantially in
the Form of an Additional Term Loan Note.

               Section 3.2   Payment of Initial and Additional  Term Loan Notes.
                             --------------------------------------------------
The entire principal balance of each Initial Term Loan made by each Lender shall
be repaid in seven (7) equal quarterly  installments,  each equal to one-seventh
(1/7th) of such original  principal  balance and a final  payment,  equal to the
entire  remaining  principal  balance of such Initial Term Loan (and all accrued
and unpaid interest thereon and other sums payable in connection  therewith) due
on the Initial Term Loan Maturity Date. The entire original principal balance of
each  Additional Term Loan made by each Lender shall be repaid in equal calendar
quarterly  installments,  each equal to six and twenty-five  hundredths  percent
(6.25%) of such original  principal balance,  and a final payment,  equal to the
entire  remaining  principal  balance  (and all accrued and unpaid  interest and
other  sums  payable in  connection  with such  Additional  Term Loan under this
Agreement),  due on the related Additional Term Loan Maturity Date, which is the
absolute  and final  due date of such  Additional  Term  Loan.  The  first  such
quarterly  installment  (on all Initial Term Loans and any Additional Term Loans
that may then be  outstanding)  shall be due on September  30, 2007;  thereafter
quarterly  installments on any Initial Term Loans and Additional Term Loans then
outstanding  shall be due on the last day of each  calendar  quarter,  until the
latest occurring Additional Term Loan Maturity Date.

               Section 3.3   Recordkeeping.  The   Agent  shall  record  in  its
                             -------------
records the date and amount of each Advance made by each Lender, shall record in
its  records  the date and  amount  of each  such  Advance,  each  repayment  or
conversion  thereof and, the case of each  Borrowing that will bear interest (or
is converted to bear  interest)  at a Eurodollar  Rate,  the dates on which each
Interest  Period  for  Borrowing  shall  begin  and end.  The  aggregate  unpaid
principal  amount so recorded  shall be rebuttably  presumptive  evidence of the
principal  amount of the Borrowings  owing and unpaid.  The failure to so record
any such amount,  or any error in so recording any such amount,  shall not limit
or otherwise  affect the Obligations of Borrower  hereunder or under any Note to
pay the principal amount of all Borrowings hereunder, together with all interest
accruing thereon.

                                   ARTICLE IV.

                                    INTEREST

               Section 4.1   Interest  Rates.  Subject to Section 4.7,  Borrower
                             ---------------
shall pay interest on the unpaid  principal  balance of each Borrowing,  for the
period  commencing on the date of such Borrowing  until such Borrowing is repaid
in full, as follows:

                       (a)   for each Revolving Loan, Term Loan,  or  Obligation
               of Reimbursement, at all times and  to  the extent the Eurodollar
               Rate is not applicable thereafter, the Floating Rate;


                       (b)   for  each  Revolving  or  Term  Loan  to  which the
               Eurodollar  Rate is  applicable,  the Eurodollar  Rate;  provided
               however that, in determining such Eurodollar Rate, the applicable
               Margin shall be determined in accordance with Section 4.7; and

                       (c)   for each Swingline Loan, the Floating Rate.
<PAGE>

               Section 4.2   Default Interest  Rate.  Upon the occurrence of any
                             ----------------------
Default  or Event of  Default,  and so long as such  Default or Event of Default
continues  without  written  waiver thereof by the Required  Lenders,  each Note
shall bear  interest at an annual rate that shall be four  percent  (4.00%) plus
the annual rate at which interest would otherwise  accrue on that Note.  Accrual
of interest at such increased rate shall not be deemed a waiver or excuse of any
such Default or Event of Default.

               Section 4.3  Interest and Principal Payments.
                            -------------------------------

                       4.3.1 Interest.  Interest   accruing   on  the  principal
                             --------
               balance  of the Notes  shall be due and  payable as   follows:

                            (a)  Interest accruing on the outstanding  principal
                                 balance  of the Notes at the Floating Rate each
                                 calendar quarter shall be due  and  payable  on
                                 the  last  day of  that calendar quarter,  with
                                 the first quarterly payment of  interest due on
                                 the last day of  September,  2007; and the last
                                 payment  of   interest  shall   be  due  on the
                                 Revolving Credit Termination Date with  respect
                                 to  Revolving   Notes  and  on  the  applicable
                                 Initial and Additional Term Loan Maturity Dates
                                 with  respect to Term Notes.

                            (b)  Interest on each  Eurodollar Rate Funding shall
                                 be  due  and  payable  on  the  last day of the
                                 applicable Interest Period or, if such Interest
                                 Period is six months,  on   the last day of the
                                 third month during such Interest Period, and on
                                 the last day of such Interest Period.

                       4.3.2 Principal.  The principal  balance of the Revolving
                             ---------
               Notes  shall be due and payable in full on the  Revolving  Credit
               Termination  Date. The principal  balance of the Term Notes shall
               be due and payable on the applicable  Initial and Additional Term
               Loan Maturity Date.

                       4.3.3 Swingline  Loans.  The  full principal  balance  of
                             ----------------
               all then outstanding  Swingline Loans,  together with all accrued
               and unpaid interest thereon, shall be due and payable on the next
               to occur  following a Swingline Loan of the fifteenth  (15th) day
               of the month (or the next  Bank  Business  Day if  such  day is a
               Saturday,  Sunday, United States national holiday or other day on
               which  banks in  Minnesota  are  permitted  or required by law to
               close) and the last Bank Business Day of the month,  and shall be
               paid as provided in Section 2.4.

               Section 4.4   Making of Payments.  All payments of  principal and
                             ------------------
interest under the Notes and of all fees hereunder shall be made to the Agent in
immediately  available  funds.  Payments  received after 11:00 a.m.  (California
time) on any day shall be deemed  received on the next  succeeding Bank Business
Day. The  Borrower and the Lenders  agree that the amount shown on the books and
records of the Agent as being the principal  balance of each Lender's Note shall
be prima facie evidence of such principal amount. Borrower shall pay to Agent an
amount equal to the accrued  interest and fees from time to time due and payable
to the Agent  under the Notes or  hereunder,  or (at the option of the  Required
Lenders) to make an Advance in such amount, as follows: (a) upon Agent's receipt
of written  request by  Borrower,  the Borrower  authorizes  the Agent to charge
against any account the Borrower may  maintain  with Wells Fargo Bank,  National
Association;  or (b) the Borrower shall transfer by wire transfer of immediately
available  funds by 11:00  a.m.  (California  time)  on the  date  such  accrued
interest and fees are due and payable to the account of the Agent most  recently
designated by it in writing for such purpose.


<PAGE>

               Section 4.5   Payment on Nonbusiness Days. Payments  of  interest
                             ---------------------------
on Eurodollar Rate Fundings shall be governed by Section 4.3.1(b).  With respect
to all other  payments to be made  hereunder or under the Notes,  whenever  such
payments shall be stated to be due on a day other than a Bank Business Day, such
payment may be made on the next succeeding Bank Business Day, and such extension
of time shall in each case be included in the computation of payment of interest
on such Note or the fees hereunder, as the case may be.

               Section 4.6   Computation of Interest  and  Fees.  All   interest
                             ----------------------------------
under all Notes,  and all fees under this  Agreement,  shall be  computed on the
basis of actual number of days elapsed in a year of 360 days.

               Section 4.7   Generally. The Revolving Loan Margin, the Term Loan
                             ---------
Margin and the L/C Margin,  shall be adjusted  each  quarter on the basis of the
Funded Debt Ratio as at the end of the previous  fiscal  quarter,  in accordance
with the following table:
<TABLE>
<CAPTION>

Funded                           Revolving Loan Margin     Term Loan Margin          L/C Margin
Debt Ratio                       (in Basis Points)         (in Basis points)     (in Basis Points)
----------                       -----------------         -----------------     -----------------

<S>                                     <C>                       <C>                   <C>
Less than 1.00 to 1.00                  75.0                      87.5                  87.5

1.00 to 1.00 or more, but               87.5                     100.0                 100.0
less than 1.75 to 1.00

1.75 to 1.00 or more                   100.0                     112.5                 112.5

</TABLE>

Reductions  and increases in the Margins will be made quarterly on the first day
of the  month  following  the  date  the  Borrower's  financial  statements  and
Compliance  Certificate required under Section 8.1 are due.  Notwithstanding the
foregoing,  (i) if the Borrower  fails to deliver any  financial  statements  or
Compliance  Certificates  when  required  under Section 8.1, the Agent may (and,
upon  request  of the  Required  Lenders,  shall),  by notice  to the  Borrower,
increase the Margins to the highest rates set forth above until such time as the
Agent has received all such financial  statements  and Compliance  Certificates,
and (ii) no  reduction  in any of the  Margins  will be made if a Default  or an
Event of Default has occurred and is continuing at the time that such  reduction
would otherwise be made.

                                   ARTICLE V.

                        FEES, REDUCTIONS AND PREPAYMENTS

               Section 5.1   Commitment Fee.  The   Borrower  shall  pay  to the
                             --------------
Agent, for the benefit of the Lenders,  a commitment fee at an annual rate equal
to 17.5 basis points  (0.175%)  applied to the aggregate  daily  average  Unused
Amount  of the  Revolving  Credit  Commitment  Amounts,  as  defined  hereunder.
Outstanding  Swingline Loans will be deemed utilizations of the Revolving Credit
Commitment Amounts for purposes of determining availability but not for purposes
of determining  any commitment fee due hereunder.  This  commitment fee shall be
due and payable  quarterly in arrears,  with the first payment due September 30,
2007 for the period  from the Closing  Date  through  September  30,  2007,  and
payments due quarterly  thereafter.  Any such commitment fee remaining unpaid on
the Revolving Credit  Termination Date shall be due and payable on that date. As
used herein, the "Unused Amount of the Revolving Credit Commitment Amount" shall
mean, at any time,  (a) the  Revolving  Credit  Commitment  Amounts at such time
minus (b) the sum of the then outstanding  Revolving Loans, the then outstanding
-----  Term  Loans,  and the then sum of issued  Letters  of Credit and any then
unpaid  drawings  under any  Letters  of  Credit.  For the  avoidance  of doubt,
Swingline  Loans  shall  not be  counted  as  Revolving  Loans for  purposes  of
determining the Unused Amount of the Revolving Credit Commitment Amount.
<PAGE>

               Section 5.2   Letter  of  Credit  Fees.  The  Borrower  shall pay
                             ------------------------
fees as follows:

                       (a)   Letter of Credit Fees.  The Borrower  shall pay the
               Agent for the benefit of the  Lenders a fee with  respect to each
               Letter of Credit, if any, accruing on a daily basis and  computed
               at  an  annual rate  equal  to  the  L/C Margin of the  aggregate
               amount  that  may  then  be  drawn on all  issued and outstanding
               Letters of Credit from and including the date of issuance of each
               such  Letter  of  Credit  until  such date as each such Letter of
               Credit  shall  terminate by its terms or be fully drawn,  due and
               payable  quarterly  in  arrears  on the last day of each calendar
               quarter, commencing September 30, 2007,  and on the date when the
               last Letter of Credit expires  or is fully drawn.  The  foregoing
               fee shall be in  addition to  any  and all  fees, commissions and
               charges  of  the  Agent with respect to or in connection with any
               such  Letter  of  Credit. Upon  the  occurrence of any Default or
               Event  of  Default,  and  so  long  as such  Default  or Event of
               Default  continues without written waiver thereof by the Required
               Lenders,  the annual rate at which such fee accrues shall be four
               percent  (4.00%) plus the L/C Margin. Accrual of such fee at such
               increased rate shall not be deemed a waiver or excuse of any such
               Default or Event of Default.

                       (b)   Letter of Credit Administrative  Fees. The Borrower
               shall  pay the Agent, on demand, the administrative  fees charged
               by the   Agent  in  connection  with  issuing  Letters of Credit,
               honoring   drafts under  Letters of Credit,  amendments  thereto,
               transfers thereof and all other  activity with respect to Letters
               of Credit at the then-current rates published by  the  Agent  for
               such  services  rendered  on  behalf  of  customers  of the Agent
               generally and provided to the Borrower.

               Section 5.3   Termination  or  Reduction of the Revolving  Credit
                             ---------------------------------------------------
Commitments.  The  Borrower  may at any time and from time to time upon ten (10)
-----------
calendar  days'  prior  notice to the Agent  permanently  terminate  the  entire
Revolving  Credit  Commitment  or  permanently  reduce such  Commitment in part,
without  penalty  or  premium,  provided  that (i) such  Commitments  may not be
terminated while any Advances remain  outstanding,  (ii) each partial  reduction
shall be in the amount of  $1,000,000 or a multiple  thereof,  (iii) any partial
reduction of such Commitments  shall be pro rata as to each Lender in accordance
with  that  Lender's  Percentage,  and  (iv)  no  reduction  shall  reduce  such
Commitments  to an  amount  less  than  the  aggregate  amount  of the  Advances
outstanding at the time.

               Section 5.4   Voluntary Prepayments.  The Borrower may prepay all
                             ---------------------
or a portion of the principal balance of the Revolving and/or Term Loans bearing
interest at a Floating Rate (the  "Floating  Rate Portion") in whole or in part,
at any time and from time to time;  provided that (i) prepayment of any Lender's
such Loan must be accompanied by pro rata prepayment of each other Lender's such
Loan,  (ii) any  prepayment  of the full  amount of any such Loan shall  include
accrued interest thereon, and (iii) each partial prepayment of the Floating Rate
Portion of such  Loans  shall be in the  principal  amount of  $1,000,000  or an
integral multiple of $100,000 greater than $1,000,000.

               The Borrower may prepay the portion of the  principal  balance of
the  Revolving  and/or Term Loans  bearing  interest at a  Eurodollar  Rate (the
"Eurodollar  Rate  Portion") in whole or in part, at any time from time to time;
provided that (i)  prepayment of any Lender's such Loan must be  accompanied  by
pro rata prepayment of each other Lender's such Loan, (ii) any prepayment of the
full amount of any such Loan shall include accrued interest thereon,  (iii) each
partial  prepayment of the Eurodollar  Rate Portion of the Loans shall be in the
principal amount of $1,000,000 or an integral  multiple of $100,000 greater than
$1,000,000,  (iv) any  prepayment of the  Eurodollar  Rate Portion of such Loans
shall be made only upon three Bank Business  Days' notice to the Agent,  and (v)
if the  prepayment  is made on a date other than the last day of the  applicable
Interest Period, such prepayment must be accompanied by a written agreement from
Borrower to reimburse the Lenders for any amounts due to the Lenders pursuant to
Section 5.5(b).
<PAGE>

               Section 5.5   Fees on Advances and Indemnity.  The Borrower shall
                             ------------------------------
pay the following (in addition to any interest payable on Advances and  any fees
or other amounts payable hereunder):

                       (a)   If at any time  the enactment of any new  generally
               applicable law, rule or regulation or the issuance of a generally
               applicable   interpretation  or  administration  thereof  by  any
               governmental authority (including, without limitation, Regulation
               D of the Federal Reserve Board):

                            (i)  shall subject any  Lender  to any tax,  duty or
                                 other charges including but not limited  to any
                                 tax  designed   to  discourage  the purchase or
                                 acquisition   of  foreign  securities  or  debt
                                 instruments by  United  States nationals)  with
                                 respect to this Agreement,  or shall materially
                                 change the basis of taxation of payments to any
                                 Lender of the principal of or  interest  on any
                                 portion of the  principal  balance of the Notes
                                 bearing interest at a  Eurodollar Rate  (except
                                 for the imposition  of or changes in respect of
                                 the rate of tax  on  the  overall net income of
                                 that Lender); or

                           (ii)  shall impose or deem applicable or increase any
                                 reserve, special deposit or similar requirement
                                 against  assets  of,  deposits  with or for the
                                 account of, or  credit  extended by  any Lender
                                 because of any portion of the principal balance
                                 of any Note bearing  interest  at a  Eurodollar
                                 Rate;

               and the result of any of the  foregoing  would be to increase the
               cost to that Lender of making or maintaining  any such portion or
               to reduce any sum  received  or  receivable  by that  Lender with
               respect to such portion, then, within 30 days after demand by any
               Lender  specifying  the  basis  of  the  Lender's   assertion  in
               reasonable  detail,  the  Borrower  shall  pay that  Lender  such
               additional  amount or amounts as will  compensate that Lender for
               such  increased  cost or reduction;  provided,  however,  that no
                                                    --------   -------
               amount  shall  be  payable  by  Borrower  if the  reason  for the
               additional   charges,   reserves,   special  deposit  or  similar
               requirements  against a particular Lender arises from a change in
               the status of the Lender, rather than from the imposition of such
               requirements against commercial lending institutions generally.

                       (b)   The Borrower shall also compensate any Lender, upon
               written request by that Lender (which request shall set forth the
               basis for requesting  such amounts),  for all losses and expenses
               in respect of any  interest or other  consideration  paid by that
               Lender to lenders of funds borrowed by it or deposited with it to
               maintain  any portion of the  principal  balance of any Note at a
               Eurodollar  Rate which that  Lender may sustain to the extent not
               otherwise  compensated  for  hereunder  and not  mitigated by the
               reemployment  of such  funds to the  extent  such loss or expense
               arises (i) as a  consequence  of any  failure by the  Borrower to
               make  any  payment  when  due  of any  amount  due  hereunder  in
               connection  with any Eurodollar  Rate  Fundings,  (ii) due to any
               failure of the Borrower to borrow or convert any Eurodollar  Rate
               Fundings on a date  specified  therefor in a notice  thereof,  or
               (iii) due to any payment or  prepayment  of any  Eurodollar  Rate
               Funding  on a date  other  than the  last  day of the  applicable
               Interest Period for such  Eurodollar Rate Funding.  A certificate
               as to any  such  loss  or  expense  (including  calculations,  in
               reasonable detail,  showing how that Lender computed such loss or
               expense)  shall  be  promptly  submitted  by that  Lender  to the
               Borrower.  Such loss or expense  may be  computed  as though that
               Lender acquired  deposits in the London  interbank market to fund
               that portion of the principal  balance whether or not that Lender
               actually did so.


<PAGE>

                       (c)   A notice  from  any  Lender  under this Section 5.5
               claiming  compensation and setting forth the additional amount or
               amounts to be paid to it  hereunder  shall be  conclusive  in the
               absence of error.  In determining  any such amount,  a Lender may
               use any reasonable averaging and attribution methods.

               Section 5.6   Capital  Adequacy.  In addition to any  interest on
                             -----------------
Advances,  if any Lender determines at any time that its Return has been reduced
as a result of any Capital  Adequacy  Rule Change,  that Lender may require that
the Borrower pay it the amount  necessary to restore its Return to what it would
have been had there been no Capital  Adequacy Rule Change.  For purposes of this
Section:

                       (a)   "Return," for any  period,   means  the  percentage
               determined  by dividing  (i) the sum of interest and ongoing fees
               earned by a Lender under this  Agreement  during such period,  by
               (ii) the  average  capital  that  Lender is  required to maintain
               during  such  period  as a  result  of its  being a party to this
               Agreement,  as reasonably determined in good faith by that Lender
               based upon its total capital requirements pursuant to the Capital
               Adequacy Rules then in effect.  Return may be calculated for each
               calendar  quarter and for the shorter period between the end of a
               calendar  quarter  and the date of  termination  in whole of this
               Agreement.

                       (b)   "Capital  Adequacy   Rule"  means  any  law,  rule,
               regulation or guideline  regarding  capital adequacy that applies
               to any Lender, or the interpretation  thereof by any governmental
               or regulatory  authority  with  supervisory  authority  over such
               Lender.  Capital Adequacy Rules include rules requiring financial
               institutions  to  maintain  total  capital in amounts  based upon
               percentages of outstanding  loans,  binding loan  commitments and
               letters of credit.

                       (c)   "Capital Adequacy Rule  Change"  means  any  change
               applicable  to  banks  generally  in any  Capital  Adequacy  Rule
               occurring after the date of this Agreement, but the term does not
               include any changes in applicable  requirements  that at the date
               hereof are  scheduled  to take place under the  existing  Capital
               Adequacy Rules or any increases in the capital that any Lender is
               required  to  maintain  to the  extent  that  the  increases  are
               required due to a regulatory  authority's  action  affecting only
               that Lender.

                       (d)   For  purposes  of  this  Section, "Lender" includes
               (but  is  not  limited to) the  Agent,  the  Lenders,  as defined
               elsewhere in this Agreement, any assignee of any interest  of any
               Lender hereunder and any participant in the loans made hereunder.

The  initial  notice sent by a Lender  shall be sent as promptly as  practicable
after that  Lender  learns  that its Return has been  reduced,  shall  include a
demand for payment of the amount  necessary to restore that Lender's  Return for
the quarter in which the notice is sent,  and shall state in  reasonable  detail
the cause for the reduction in its Return and its  calculation  of the amount of
such  reduction.  Thereafter,  that  Lender  may send a new notice  during  each
calendar  quarter  setting forth the  calculation of the reduced Return for that
quarter and  including a demand for payment of the amount  necessary  to restore
its Return for that quarter.

               Section  5.7  Failure of Any Lender to Make Advances.  Should any
                             --------------------------------------
Lender  default in making an Advance,  the other  Lenders  shall not be released
from their several obligations to make Advances as agreed hereunder, and, in the
event such  defaulting  Lender is the Agent,  the other Lenders shall  forthwith
appoint one of  themselves  to act as Agent.  However,  such  default  shall not
obligate  any of the  Lenders to  increase  their  Commitment  Amounts.  Without
limiting any other  remedies to which the  Borrower  may be  entitled,  Borrower
shall be released from all liability to pay such  defaulting  Lender any accrued
or future fees under  Section 5.1 and the other  Obligations  of the Borrower to
such defaulting Lender under the Loan Documents,  except the Obligation to repay

<PAGE>

any outstanding  Swingline Loan, Term Loan and Revolving Loans  theretofore made
by such Lender and interest  accrued  thereon as provided in the Loan Documents,
shall  terminate;  provided,  however,  once such  default  is cured,  then such
                   --------   -------
defaulting  Lender  shall,  subsequent  thereto,  have all rights under the Loan
Documents.

               Section 5.8   Annual Agent's  Fees.  On each  anniversary  of the
                             --------------------
Closing  Date, so long as any  Obligation  shall then be  outstanding,  Borrower
shall pay to Agent,  as an Agent's fee and for Agent's sole benefit,  the sum of
$4,000  multiplied  by the  number  of  Lenders  who  hold  Obligations  on such
anniversary  date. The fee provided for at this Section 5.8 shall be in addition
to all fees provided for either elsewhere at this Article V or at Section 6(l).

                                   ARTICLE VI.

                              CONDITIONS PRECEDENT

               Section 6.1   Initial Conditions Precedent. The obligation of the
                             ----------------------------
Lenders to make any Advance and the obligation of the Agent to issue its initial
Letter of Credit  (whichever  first  occurs) is, in  addition to the  conditions
precedent  specified in Section 6.2, subject to the condition precedent that the
Agent shall have received all of the  following,  each dated  (unless  otherwise
indicated)  as of the date hereof,  in form and substance  satisfactory  to each
Lender:

                       (a)   The Notes,  properly  executed  on  behalf  of  the
               Borrower.

                       (b)   Current  searches  of  appropriate  filing  offices
                    showing  that (i) no state or  federal  tax liens  have been
               filed and remain in effect  against  any of the  Borrower,  First
               Bank or San Francisco Company,  (ii) no financing statements have
               been  filed and  remain in effect  against  any of the  Borrower,
               First Bank or San Francisco  Company except financing  statements
               perfecting  only Liens  permitted under Section 9.1, and (iii) no
               judgment liens are in effect  against any of the Borrower,  First
               Bank or San Francisco Company.

                       (c)   Separate certificates  of  the  secretaries of  the
               Borrower and San  Francisco  Company  certifying,  in the case of
               each  such  corporation,  (i) that the  execution,  delivery  and
               performance   of  the  Loan   Documents   and   other   documents
               contemplated  hereunder to which such corporation is a party have
               been  duly  approved  by all  necessary  action  of the  Board of
               Directors of such  corporation,  and  attaching  true and correct
               copies of the applicable resolutions granting such approval, (ii)
               that attached to such  certificate are true and correct copies of
               the  current  articles  of  incorporation   and  bylaws  of  such
               corporation, as amended, together with such copies, and (iii) the
               names of the officers of such  corporation  who are authorized to
               sign  the  Loan  Documents  and  other   documents   contemplated
               hereunder to which such corporation is a party,  including,  with
               respect  to  the   Borrower,   requests   for  Advances  and  L/C
               Applications, together with the true signatures of such officers.
               The  Agent and the  Lenders  may  conclusively  rely on each such
               certificate until they shall receive a further certificate of the
               Secretary or Assistant  Secretary of the  applicable  corporation
               canceling or amending the prior  certificate  and  submitting the
               signatures of the officers named in such further certificate.

                       (d)   A certificate of good standing of the Borrower, San
               Francisco Company and First Bank, dated not more than twenty (20)
               days before the date of the first Advance.

                       (e)   A signed  copy  of  an  opinion  of counsel for the
               Borrower and San Francisco  Company,  addressed to the Lenders as
               to matters  referred to in Sections 7.1, 7.2, 7.3 and 7.7, and as
               to such other matters as the Lenders may reasonably request, with
               that  opinion   being  subject  to  customary   assumptions   and
               limitations and reasonably  acceptable to each Lender's  counsel.
               In the  case of  Section  7.7,  the  opinion  may be to the  best
               knowledge  of such  counsel,  and,  in the case of  Section  7.3,
               insofar as it  relates  to  enforcement  of  remedies,  it may be
               subject to applicable bankruptcy,  insolvency,  reorganization or
               similar laws  affecting  the rights of creditors  generally  from
               time to time, and to usual equity principles.
<PAGE>

                       (f)   The Borrower Pledge Agreement, duly executed by the
               Borrower.

                       (g)   Certificates representing, in the aggregate, all of
               the issued and outstanding capital stock of San Francisco Company
               and one blank  stock power  executed  by  Borrower  for each such
               certificate.

                       (h)   The San Francisco Company Security Agreement,  duly
               executed by San Francisco Company.

                       (i)   Certificates representing, in the aggregate, all of
               the issued and  outstanding  capital  stock of First Bank and one
               blank stock power executed by San Francisco Company for each such
               certificate.

                       (j)   The  San  Francisco Company Guaranty, duly executed
               by San Francisco Company.

                       (k)   Evidence that  all  of the  Borrower's  obligations
               under the Existing Credit Agreement have been paid and discharged
               in full, or will be so paid and  discharged  from proceeds of the
               first Borrowing.

                       (l)   The Borrower  shall  have  paid  to  Agent  for the
               benefit of the Lenders and the Agent any fees provided for in the
               Fee Letter  agreement  between Borrower and Agent dated July 9th,
               2007.  Fees  provided  for at this  Section  6.1(l)  shall  be in
               addition to all fees provided for at Article V hereof.

                       (m)   The Borrower shall have paid to Polsinelli  Shalton
               Flanigan  Suelthaus PC, counsel for the Agent ("PSFS"),  all fees
               and expenses of PSFS relating to the  preparation and negotiation
               of the Loan Documents.

It is acknowledged  that Agent currently  maintains  possession of the documents
described in subsections (g) and (i) pursuant to the Existing Credit  Agreement;
and that such possession will satisfy the requirements of such subsections.

               Section 6.2   Conditions   Precedent   to   All   Advances.   The
                             --------------------------------------------
obligation of each Lender to make  any  Advance  (including the initial Advance)
and the obligation  of the Agent to issue any Letter of Credit  shall be subject
to the further conditions precedent that on the date of such Advance:

                       (a)   The representations  and  warranties  contained  in
               Article VII are correct on and as of the date of such  Advance as
               though  made on and as of such date,  except to the  extent  that
               such  representations  and warranties relate solely to an earlier
               date.

                       (b)   No event  has  occurred and is continuing, or would
               result from such Advance, which constitutes a Default or an Event
               of Default.

                       (c)   In  the  case  of  any  Additional Term Loan, Agent
               shall have  received  all  Additional  Term Loan Notes  therefor,
               payable to Lenders, all properly executed by Borrower.

                                  ARTICLE VII.

                         REPRESENTATIONS AND WARRANTIES

               The Borrower represents and warrants to the Lenders as follows:

               Section 7.1   Corporate Existence and Power.
                             -----------------------------

                       (a)   The    Borrower  (i)  is    a   corporation    duly
incorporated,  validly existing and in good standing under the laws of the state
of its incorporation,  and is duly licensed or qualified to transact business in
all  jurisdictions  where the  character of the property  owned or leased or the
nature of the business  transacted by it makes such  licensing or  qualification
necessary  and  where  failure  to be so  licensed  or  qualified  would  have a
materially  adverse impact on its business or properties;  (ii) is in compliance
with the requirements of applicable laws and regulations, the noncompliance with
which would materially

<PAGE>

and  adversely  affect its  business or financial  condition;  and (iii) has all
requisite power and authority to conduct its business, to own its properties and
to execute and deliver,  and to perform all of its Obligations  under,  the Loan
Documents.

                       (b)   Each   Subsidiary  (i)  is   a   business   entity,
including,  but not  limited  to any  corporation,  limited  liability  company,
partnership, limited partnership, limited liability partnership, business trust,
or any similar entity,  duly incorporated or organized,  as applicable,  validly
existing and in good standing under the laws of the state of its  incorporation,
organization,  or formation, as applicable, and is duly licensed or qualified to
transact business in all jurisdictions where the character of the property owned
or leased or the nature of the business transacted by it makes such licensing or
qualification  necessary and where failure to be so licensed or qualified  would
have a  materially  adverse  impact on its  business or  properties;  (ii) is in
compliance  with  the  requirements  of  applicable  laws and  regulations,  the
noncompliance  with which would  materially and adversely affect its business or
financial condition;  and (iii) has all requisite power and authority to conduct
its business,  to own its properties and to execute and deliver,  and to perform
all of its Obligations under, the Loan Documents.

               Section 7.2   Authorization of Borrowing; No Conflict  as  to Law
                             ---------------------------------------------------
or Agreements. The execution,  delivery and performance by the Borrower and each
-------------
of its  Subsidiaries  of the  Loan  Documents  to  which  it is a party  and the
Borrowings  and requests for Letters of Credit from time to time  hereunder have
been duly authorized by all necessary  corporate  action and do not and will not
(i) require any consent or approval of the  stockholders  of the Borrower or any
of  its  Subsidiaries,  or  any  authorization,   consent  or  approval  by  any
governmental department,  commission,  board, bureau, agency or instrumentality,
domestic or foreign, except such as have already been obtained, (ii) violate any
provision  of any  law,  rule  or  regulation  (including,  without  limitation,
Regulation X of the Board of Governors of the Federal  Reserve System) or of any
order,  writ,  injunction or decree presently in effect having  applicability to
the Borrower or any of its  Subsidiaries or of the Articles of  Incorporation or
Bylaws of the Borrower or any of its  Subsidiaries (or Articles of Organization,
Operating Agreement, or any other governing document of a Subsidiary in the case
of  a  Subsidiary   that  is  organized  as  a  business  entity  other  than  a
corporation),  (iii)  result in a breach of or  constitute  a default  under any
indenture or loan or credit  agreement or any other  material  agreement,  lease
or  instrument to which the Borrower or any of its  Subsidiaries  is a party  or
by which it or its  properties  may be  bound or affected, or (iv) result in, or
require, the creation or imposition of any Lien or other charge  or  encumbrance
of any  nature  upon  or  with  respect  to any of the  properties  now owned or
hereafter  acquired by the Borrower or any of its Subsidiaries.

               Section 7.3   Legal Agreements. This Agreement and the other Loan
                             ----------------
Documents  to  which it is a party  constitute  the  legal,  valid  and  binding
obligations  of the  Borrower  and  each  of its  Subsidiaries,  as  applicable,
enforceable against each such party in accordance with their respective terms.

               Section 7.4   Subsidiaries. Except as listed  in Schedule 7.4, as
                             ------------
of  the  date  of  this  Agreement  the  Borrower  has  no  direct  or  indirect
Subsidiaries.  The percentage of the capital stock of each  Subsidiary  owned by
the  Borrower or by one or more other  Subsidiaries  is as set forth in Schedule
7.4.

               Section 7.5   Financial  Condition.  The Borrower has  heretofore
                             --------------------
furnished  to the Lenders its audited  financial  statements  as of December 31,
2006,  and call  reports of the Bank  Subsidiaries  dated as of March 31,  2007.
Those  financial  statements  fairly  present  the  financial  condition  of the
Borrower  and its  Subsidiaries  on the dates  thereof  and the results of their
operations  and cash flows for the  periods  then  ended,  and were  prepared in
accordance with GAAP, subject, in the case of the interim financial  statements,
to year-end audit adjustments.

               Section 7.6   Adverse Change. There  has been no material adverse
                             --------------
change in the  business, properties or condition (financial or otherwise) of the
Borrower or  its Subsidiaries since the  date of the latest financial statements
referred to in Section 7.5.
<PAGE>

               Section 7.7   Litigation. Except as disclosed in Schedule 7.7, as
                             ----------
of the date of this  Agreement,  there  are no  actions,  suits  or  proceedings
pending or, to the  knowledge of the Borrower,  threatened  against or affecting
the Borrower or any of its Subsidiaries or the properties of the Borrower or any
of its  Subsidiaries  before any court or governmental  department,  commission,
board,  bureau,  agency or  instrumentality,  domestic  or  foreign,  which,  if
determined  adversely to the Borrower or any of its  Subsidiaries,  would have a
material adverse effect on the financial condition, properties, or operations of
the Borrower or any of its Subsidiaries.

               Section 7.8   Regulation U.  No  part  of  the  proceeds  of  any
                             ------------
Advance  will  be  used by the  Borrower  or any  Bank  Subsidiary  directly  or
indirectly,  (i) to purchase or carry any margin stock (as defined in Regulation
U of the Board of Governors of the Federal Reserve System;  herein, the "Board")
or to extend  credit to others for the purpose of  purchasing  or  carrying  any
margin stock or (ii) for any purpose  which  entails a violation of, or which is
inconsistent with, the provisions of Regulation U issued by the Board.

               Section 7.9   Taxes. The  Borrower  and  each of its Subsidiaries
                             -----
has paid or caused to be paid to the proper  authorities  when due all  federal,
state and local taxes  required to be withheld by it. The  Borrower  and each of
its Subsidiaries has filed all federal, state and local tax returns which to the
knowledge of the  officers of the  Borrower  are  required to be filed,  and the
Borrower  and  each of its  Subsidiaries  has paid or  caused  to be paid to the
respective  taxing  authorities  all  taxes as shown on said  returns  or on any
assessment  received by it to the extent such taxes have become due,  other than
taxes whose amount,  applicability  or validity is being contested in good faith
by  appropriate  proceedings  and for which the Borrower or its  Subsidiary,  as
applicable, has provided adequate reserves in accordance with GAAP.

               Section 7.10  Titles.  The  Borrower  or   its  Subsidiaries,  as
                             ------
applicable,  have  good  title to each of the  material  properties  and  assets
reflected in the latest audited financial statements referred to in Section 7.5.

               Section 7.11  ERISA.  As of the date of this Agreement,  no  Plan
                             -----
established or maintained by the Borrower or any ERISA Affiliate that is subject
to  Part  3 of  Subtitle  B of  Title  I of  ERISA  had an  accumulated  funding
deficiency  (as such  term is  defined  in  Section  302 of  ERISA) in excess of
$1,000,000  as of the last day of the most recent fiscal year of such Plan ended
prior to the date hereof,  and no liability to the PBGC or the Internal  Revenue
Service in excess of such amount has been, or is expected by the Borrower or any
ERISA  Affiliate to be, incurred with respect to any Plan of the Borrower or any
ERISA  Affiliate.  Neither  the  Borrower  nor any of its  Subsidiaries  has any
contingent liability with respect to any post-retirement benefit under a Welfare
Plan  as  described  in  Section  3(1)  of  ERISA,   other  than  liability  for
continuation coverage described in Part 6 of Subtitle B of Title I of ERISA.

               Section 7.12  Regulatory Matters.  Borrower  is registered  as  a
                             ------------------
bank holding  company under the Bank Holding  Company Act, as amended  ("BHCA").
First Bank is an  "insured  depository  institution"  as defined in the  Federal
Deposit  Insurance  Act, as amended  ("FDIA"),  and the  applicable  regulations
thereunder and the deposits of First Bank are insured by the Bank Insurance Fund
of the Federal  Deposit  Insurance  Corporation to the maximum extent  permitted
under the FDIA.

                                  ARTICLE VIII.

                              AFFIRMATIVE COVENANTS

               So long as any Note or L/C  Application  or any other  Obligation
shall remain unpaid, any Commitment shall be outstanding or the Agent shall have
any  obligation to issue Letters of Credit,  the Borrower will comply,  and will
cause each of its  Subsidiaries  to  comply,  with the  following  requirements,
unless the Required Lenders shall otherwise consent in writing:

               Section 8.1   Reporting Requirements.  The Borrower will  deliver
                             ----------------------
to each Lender:

                       (a)   As soon  as  available,  and  in  any event  within
               ninety  (90)  days  after  the  end of  each  fiscal  year of the
               Borrower,  a copy of the annual audit report of the Borrower with

<PAGE>

               the   unqualified   opinion  of  independent   certified   public
               accountants  selected by the  Borrower and to which the Agent and
               the Required Lenders do not reasonably object.

                       (b)   As soon  as  available,  and   in  any event within
               forty-five  (45) days after the end of each fiscal quarter of the
               Borrower,  a copy of the Borrower's Quarterly Report on Form 10-Q
               filed with the SEC with respect to such fiscal quarter,  provided
               however  that,  if  Borrower  shall  cease to be required to file
               Quarterly  Reports on Form  10-Q,  then its  internally  prepared
               quarterly  financial  report,  certified  by its chief  financial
               officer,  shall be  provided  within the same time period as Form
               10-Q reports were required.

                       (c)   As  soon  as  available, and  in  any  event within
               ninety  (90)  days  after  the  end of  each  fiscal  year of the
               Borrower,   the  Complete  Annual  Report  of  Domestic   Holding
               Companies  (FRY-6 Report) required by the Federal Reserve Bank of
               St. Louis.

                       (d)   As  soon  as  available,  and in any event no later
               than forty-five (45) days after the end of each calendar quarter,
               the complete  FRY-9LP and FRY-9C reports  required to be filed by
               the  Borrower  and its  Subsidiaries  quarterly  with the Federal
               Reserve Banks of the districts where they report.

                       (e)   As soon  as  available, and  in  any  event  within
               forty-five (45) days after the end of each calendar quarter,  the
               complete call report  prepared by each Bank Subsidiary at the end
               of such calendar  quarter in compliance with the  requirements of
               any federal or state  regulatory  agency  which has  authority to
               examine such Bank  Subsidiary,  prepared in  accordance  with the
               requirements imposed by the applicable regulatory authorities and
               applied  on a basis  consistent  with  the  accounting  practices
               reflected  in any previous  call  reports and similar  statements
               delivered to the Agent prior to the date of this Agreement.

                       (f)   As soon  as  available,  and  in  any event  within
               forty-five  (45) days after the end of each calendar  quarter,  a
               Compliance  Certificate,  duly  executed  by the chief  financial
               officer of the  Borrower  and one (1)  additional  officer of the
               Borrower  identified  on  the  signature  page  of  the  form  of
               Compliance Certificate of which Exhibit 1.1 C is a copy.

                       (g)   Promptly  after  the   Borrower   learns   of   the
               commencement   of  any  litigation  or  proceedings   before  any
               governmental  or  regulatory  agency that would be required to be
               disclosed  by Borrower  pursuant to any  applicable  provision of
               either the Securities Act of 1933, the Securities Exchange Act of
               1934, or any applicable regulation under either thereof (assuming
               that such  litigation  or  proceeding  had then  been  determined
               adversely to the Borrower or any of its Subsidiaries),  notice in
               writing thereof.  An 8K SEC filing will be considered  prompt and
               written notice under this requirement.

                       (h)   As promptly  as  practicable  (but in any event not
               later  than five (5)  business  days)  after the  Borrower  or an
               executive officer of any of its Subsidiaries obtains knowledge of
               the occurrence of any Default or Event of Default, notice of such
               occurrence,  together with a detailed  statement by a responsible
               officer of the  Borrower of the steps being taken by the Borrower
               to cure the effect of such event.

                       (i)   Promptly upon the filing thereof,   copies  of  all
               registration  statements  and all  annual and  quarterly  reports
               which the Borrower or any  Subsidiary of the Borrower  shall have
               filed with the SEC.

                       (j)   Such  other information respecting  the   financial
               condition and results of operations of the Borrower or any of its
               Subsidiaries  as any  Lender  may  from  time to time  reasonably
               request.

                       (k)   Promptly  after learning of the commencement of any
               regulatory  action  involving  safety or  soundness  issues  with
               respect to the Borrower or any Subsidiary, and, unless prohibited
               by applicable law or regulation,  not less than five (5) Business
               Days  before   entering  into  any  agreement  or   understanding
               involving any such issues, notice in writing thereof.
<PAGE>

               Section 8.2   Books and Records; Inspection and Examination.  The
                             ---------------------------------------------
Borrower and each of its  Subsidiaries  will keep  accurate  books of record and
account for itself in which true and complete entries will be made in accordance
with GAAP and, upon request of any Lender,  will give any representative of that
Lender reasonable access to, and permit such representative to examine,  copy or
make extracts from, any and all books,  records and documents in its possession,
to inspect  any of its  properties  and to discuss  its  affairs,  finances  and
accounts  with any of its  principal  officers,  all at such times during normal
business  hours and as often as any Lender  may  reasonably  request;  provided,
                                                                       --------
however,  that with respect to the loans made by any Bank  Subsidiary,  a Lender
-------
may only review and make copies of  summaries  of the watch lists  prepared on a
quarterly  basis and loan credit  reports;  review of specific loan accounts and
loan review  reports may be requested by any Lender,  whereupon the Borrower and
such Lender shall within ten (10) days agree to the number of such  accounts and
reports  that are  reasonable  and  appropriate  to  review;  provided  further,
                                                              -----------------
however,  that during the continuance of any Default or Event of Default,  there
-------
shall  be  no  restrictions  upon  the  scope  of  the  review,  inspection  and
reproduction rights of the Lenders concerning the loans of any Bank Subsidiary.

               Section 8.3   Compliance with Laws.  The Borrower and each of its
                             --------------------
Subsidiaries   will  comply  with  the   requirements  of  applicable  laws  and
regulations,  the noncompliance with which would materially and adversely affect
its  business  or  the  financial  condition  of  the  Borrower  or  any  of its
Subsidiaries.

               Section 8.4   Payment of Taxes and Other Claims. The Borrower and
                             ---------------------------------
each of its  Subsidiaries  will  pay or  discharge,  when  due,  (a) all  taxes,
assessments  and  governmental  charges  levied or  imposed  upon it or upon its
income or profits, or upon any properties  belonging to it, prior to the date on
which penalties attach thereto, (b) all federal,  state and local taxes required
to be  withheld  by it, and (c) all  lawful  claims  for  labor,  materials  and
supplies  which,  if  unpaid,  might  by law  become a Lien or  charge  upon any
properties of the Borrower or any of its  Subsidiaries;  provided,  that neither
the Borrower nor any of its Subsidiaries  shall be required to pay any such tax,
assessment,  charge or claim whose  amount,  applicability  or validity is being
contested in good faith by appropriate proceedings and for which the Borrower or
its Subsidiary, as applicable, has provided adequate reserves in accordance with
GAAP.

               Section 8.5   Operations. The Borrower will, and  will cause each
                             ----------
of its  Subsidiaries  to,  operate and maintain its business and property in the
ordinary course in a prudent manner  consistent with sound banking practices and
in such a  manner  that  the  performance  by the  Borrower  of its  Obligations
hereunder is not  jeopardized or impaired.

               Section 8.6   Insurance.   The    Borrower   and   each   of  its
                             ---------
Subsidiaries  will obtain and maintain insurance with insurers believed by it to
be responsible and reputable, in  such  amounts and  against such risks  as  the
Borrower considers prudent and economical.  Without limiting the foregoing,  the
Borrower will cause the Bank  Subsidiaries  to maintain  blanket bond  coverage,
property and casualty coverage, and errors and omissions  coverage as  customary
for banks.

               Section 8.7   Preservation of Corporate Existence.  The  Borrower
                             -----------------------------------
and each of its Subsidiaries will preserve and maintain its corporate  existence
and all of its material rights,  privileges and franchises;  provided,  however,
                                                             --------   -------
that neither the Borrower nor its Subsidiaries shall be required to preserve any
of its  rights,  privileges  and  franchises  if its  Board of  Directors  shall
determine that the preservation thereof is no longer desirable in the conduct of
its business and that the loss  thereof is not  disadvantageous  in any material
respect to any Lender as a holder of a Note.

               Section 8.8   Additional Collateral.  The Borrower  will deliver,
                             ---------------------
and cause San Francisco  Company to deliver,  to the Agent any shares of capital
stock of any FDIC-insured  financial institution or its holding company acquired
in whole or in part with the  proceeds  of  Advances if either (A) 20 percent or
more  of any  class  of the  voting  securities  of  such  entity  are  acquired
(including  for such purpose any such voting  securities  then owned by Borrower

<PAGE>

and any Subsidiary),  or (B) the Borrower's  investment therein is $2 million or
more (including for such purpose any outstanding  investment  theretofore made);
provided, however, that the Borrower need not deliver such shares if such entity
--------  -------
is  immediately  merged with or  consolidated  into a Subsidiary.  Any shares of
capital stock so delivered  shall  constitute  additional  Collateral  under the
Borrower  Pledge  Agreement  (if delivered by the Borrower) or the San Francisco
Company Security Agreement (if delivered by San Francisco Company). The Borrower
need not  deliver to the Agent any shares of capital  stock of any  FDIC-insured
financial  institution or its holding company  acquired in whole or in part with
the  proceeds of Advances  unless and until it either has acquired 20 percent or
more of any class of the voting securities or its investment  therein becomes at
least $2 million or more; however the Borrower will not, and will not permit San
Francisco  Company to, grant any  security  interest in such shares to any third
party.

               Section 8.9   Notice of Permitted Acquisition.  Within  five  (5)
                             -------------------------------
days after the  Borrower or a Subsidiary  enters into a definitive  agreement in
connection  with a Permitted  Acquisition of an entity whose assets are equal to
or in  excess  of  $500,000,000,  the  Borrower  will  notify  the Agent of such
acquisition  in  writing.  Any  notice  required  by the  immediately  preceding
sentence  shall be  accompanied  by a Schedule in the form of Exhibit 8.9,  duly
completed and executed on behalf of the Borrower, demonstrating that the subject
Permitted Acquisition will not result in an Event of Default.

                                   ARTICLE IX.

                               NEGATIVE COVENANTS

               So long as any Note or any other  Obligation shall remain unpaid,
any Commitments shall be outstanding,  or the Agent shall have any obligation to
issue Letters of Credit,  the Borrower  will comply,  and will cause each of its
Subsidiaries to comply, with the following covenants unless the Required Lenders
shall otherwise consent in writing:

               Section 9.1   Liens. The Borrower will  not create, incur, assume
                             -----
or suffer to exist, or permit San Francisco Company to create,  incur, assume or
suffer to exist, any Lien or other charge or encumbrance of any nature on any of
the Collateral,  now owned or hereafter acquired,  or assign or otherwise convey
any right to receive  income with respect to the  Collateral or give its consent
to the subordination of any right or claim of the Borrower to any right or claim
of any other Person.

               Section 9.2   Indebtedness.  Neither the Borrower  nor any of its
                             ------------
Subsidiaries that are not Bank Subsidiaries will incur, create, assume or permit
to exist any indebtedness or liability on account of deposits or advances or any
indebtedness  for  borrowed  money,  or  any  other  indebtedness  or  liability
evidenced by notes, bonds, debentures or similar obligations, except:

                       (a)   Indebtedness to the Lenders under the Notes.

                       (b)   Indebtedness  of the  Borrower  or its Subsidiaries
               listed  in  Schedule  9.2 hereto, and  any extensions or renewals
               thereof.


                       (c)   Indebtedness   of  the  Borrower  or   any  of  its
               Subsidiaries that may be treated as regulatory  capital,  or that
               is issued to provide a source of repayment of securities that may
               be  treated  as  regulatory  capital,  of the  Borrower  or  such
               Subsidiary.

                       (d)   Subordinated  Debt,  or  renewals   or  extensions
               thereof.

                       (e)   Indebtedness  not otherwise  permitted  under  this
               Section  9.2, so  long as  all such  indebtedness does not exceed
               $5,000,000 in the aggregate outstanding at any one time.

               Section 9.3   Guaranties.  Neither the  Borrower  nor any  of its
                             ----------
Subsidiaries  will assume,  guarantee,  endorse or otherwise  become directly or
contingently  liable in  connection  with any  obligations  of any other Person,
except:
<PAGE>

                       (a)   The endorsement of negotiable  instruments  by  the
               Borrower or any of its  Subsidiaries for deposit or collection or
               similar transactions in the ordinary course of business.

                       (b)   Guaranties, endorsements   and   other   direct  or
               contingent  liabilities  in connection  with the  obligations  of
               other  Persons  in  existence  on the date  hereof  and listed in
               Schedule 9.3 hereto.

                       (c)   Letters of  credit  and  other  obligations in  the
               nature of  guaranties  incurred by the Bank  Subsidiaries  in the
               ordinary course of their banking businesses.

                       (d)   Guaranties of obligations permitted by  Section 9.2
               (c).

                       (e)   Other  assumptions,   guarantees,  endorsements and
               similar  liabilities  in  connection  with  obligations  of other
               Persons, not in excess of $5,000,000 in the aggregate outstanding
               at any one time.

               Section 9.4   Shareholder Redemptions. The Borrower will not make
                             -----------------------
any payments on account of the purchase,  redemption or other  retirement of any
of its common stock or preferred stock, directly or indirectly.

               Section 9.5   Acquisitions.  Neither the Borrower  nor any of its
                             ------------
Subsidiaries will engage in an Acquisition with any Person,  whether as acquirer
or acquiree,  or engage in any other transaction  analogous in purpose or effect
to an  Acquisition,  except that the foregoing  shall not prohibit any Permitted
Acquisition.

               Section 9.6   Subordinated Debt.  Neither the Borrower nor any of
                             -----------------
its Subsidiaries will (i) make any payment of, or acquire, any Subordinated Debt
except as expressly permitted by the subordination  provision thereof; (ii) give
security for all or any part of such  Subordinated  Debt;  (iii) amend or cancel
the  subordination  provisions of such  Subordinated  Debt; (iv) take or omit to
take any action as a result of which the subordination of such Subordinated Debt
or any part  thereof to the Notes might be  terminated,  impaired  or  adversely
affected;  or (v) omit to give the Lenders  prompt written notice of any default
under any agreement or instrument  relating to such  Subordinated Debt by reason
whereof such Subordinated Debt might become or be declared to be immediately due
and payable.

               Section 9.7   Restrictions on Nature of  Business.   The Borrower
                             -----------------------------------
will not, and will not permit any of its  Subsidiaries  to, change the nature of
its  business  substantially,  and  will  not  engage,  or  permit  any  of  its
Subsidiaries  to engage,  in any line of business if, as a result  thereof,  the
business of the Borrower and its  Subsidiaries,  taken as a whole,  would not be
predominantly  the  banking and thrift  business  (including  activities  deemed
closely  related to banking  and/or  thrift  business by  applicable  regulatory
authorities) as currently constituted.

               Section 9.8   Negative  Pledges;  Subsidiary  Restrictions.   The
                             --------------------------------------------
Borrower  will  not,  and  will  not  permit  any  Subsidiary   (including  Bank
Subsidiaries) to, enter into any agreement,  bond, note or other instrument with
or for the benefit of any Person other than the Lenders which would (i) prohibit
the Borrower or such Subsidiary from granting, or otherwise limit the ability of
the Borrower or such  Subsidiary to grant, to the Lenders any Lien on any assets
or properties of the Borrower or such Subsidiary (it being agreed, however, that
nothing  herein shall  preclude the Bank  Subsidiaries  from  granting  security
interests  to secure  deposits  or secured  obligations  to a Federal  Home Loan
Bank),  or (ii) require the Borrower or such  Subsidiary  to grant a Lien to any
other Person if the Borrower or such Subsidiary  grants any Lien to the Lenders.
Except  pursuant to any  applicable  law or  regulation,  the Borrower  will not
permit any Subsidiary to place or allow any restriction, directly or indirectly,
on the ability of such Subsidiary to (a) pay dividends or any  distributions  on
or with respect to such  Subsidiary's  capital  stock or (b) make loans or other
cash payments to the Borrower.
<PAGE>

               Section 9.9   Issuance of Additional Stock.  Neither the Borrower
                             ----------------------------
nor any  Subsidiary  whose  shares are pledged  pursuant to either the  Borrower
Pledge  Agreement or the San  Francisco  Company  Security  Agreement  will (and
Borrower  will not  permit  any of the same) to issue any  additional  shares of
capital stock unless such additional shares are immediately  pledged pursuant to
the Borrower Pledge Agreement or the San Francisco  Company Security  Agreement,
as applicable.

               Section 9.10  Regulatory Matters.  Borrower shall not cease to be
                             ------------------
registered as a bank holding company under the BHCA.  First Bank shall not cease
to be an  insured  depository  institution  as defined in the FDIA nor shall its
deposits cease to be insured by the Bank  Insurance Fund of the Federal  Deposit
Insurance Corporation to the maximum extent permitted under the FDIA.

               Section 9.11  Dividends.  Neither Borrower   nor  any  Subsidiary
                             ---------
shall pay any  dividends  or make any  distribution  in respect of its common or
preferred stock (other than dividends payable in the payor's own common stock or
dividends paid to Borrower)  excepting only that (i) the Borrower may declare or
pay cash  dividends  to  holders of the common or  preferred  stock of  Borrower
provided the  aggregate  amount of all such cash  dividends  declared or paid in
such fiscal year do not exceed 25% of Borrower's consolidated net income for the
immediately  preceding fiscal year and (ii) a trust issuer may pay distributions
on both its trust preferred  securities and its common securities,  in each case
in   accordance   with  their   respective   terms;   provided   however   that,
notwithstanding  the foregoing,  no cash dividends or other  distribution may be
declared or paid if either a Default  exists on the date of such  declaration or
payment or a Default will result therefrom.

                                   ARTICLE X.

                               FINANCIAL COVENANTS

               Section 10.1  Total Risk Based Capital Ratio.  The Borrower shall
                             ------------------------------
maintain  on a  consolidated  basis,  and shall  cause each Bank  Subsidiary  to
maintain, its Total Risk Based Capital Ratio at not less than ten percent (10%),
determined as of each quarter end.

               Section 10.2  Tier I Risk Based Capital Ratio. The Borrower shall
                             -------------------------------
maintain  on a  consolidated  basis,  and shall  cause each Bank  Subsidiary  to
maintain, its Tier I Risk Based Capital Ratio at not less than six percent (6%),
determined as of each quarter end.

               Section 10.3  Leverage Ratio.  The Borrower  shall  maintain on a
                             --------------
consolidated basis, and shall cause each Bank Subsidiary to maintain,  a minimum
Tier I Leverage Ratio of not less than 5%, determined as of each quarter end.

               Section 10.4  Minimum   Return  on  Assets.  The  Borrower   will
                             ----------------------------
maintain (on a consolidated  basis) its Return on Assets,  determined as of each
calendar quarter end, at not less than .70%.

               Section 10.5  Maximum Non-Performing  Assets.  The Borrower  will
                             ------------------------------
maintain on a consolidated  basis,  its  Non-Performing  Assets at an amount not
greater than twenty percent (20%) of its Primary Equity  Capital,  determined as
of the end of each calendar quarter.

               Section 10.6  Allowance for Loan and Lease  Losses.  The Borrower
                             ------------------------------------
will maintain,  on a consolidated basis, its allowance for loan and lease losses
at not less than 100% of its  Non-Performing  Assets. The allowance for loan and
lease  losses  at any time  shall be the  amount  set  forth in the most  recent
quarterly  report  on Form  10-Q or  annual  report  on Form  10-K  filed by the
Borrower  with  the SEC (or any  successor  report);  provided  however  that if
Borrower  shall  cease to be  required  to file  quarterly  reports on Form 10-Q
and/or annual reports on Form 10-K,  thereafter the allowance for loan and lease
losses  at any time  shall be as set  forth in  Borrower's  quarterly  financial
report,  certified  by  Borrower's  Chief  Financial  Officer,  and annual audit
report, certified by the auditor of such annual audit report.
<PAGE>

                                   ARTICLE XI.

                     EVENTS OF DEFAULT, RIGHTS AND REMEDIES

               Section 11.1  Events  of  Default. "Event of  Default",  wherever
                             -------------------
used herein, means any one of the following  events:

                       (a)   Default  in  the  payment  of principal of any Note
               when the same becomes due and payable.

                       (b)   Default in the payment of interest on any  Note  or
               of  any  fees  or  other  amounts  required to be paid under this
               Agreement,  and  the  continuance of such default for a period of
               ten days or more.

                       (c)   Failure to  pay  when  due any amount  specified in
               Section  2.3.2  hereof relating to  the Borrower's Obligation  of
               Reimbursement, or failure to pay immediately when due any amounts
               required to be paid for deposit in the Special Account.

                       (d)   Default in   the  performance,  or  breach,  of any
               covenant or agreement on the part of the  Borrower  contained  in
               any Financial Covenant or in Article IX hereof.

                       (e)   Default in  a material respect in  the performance,
               or breach, of any covenant or  agreement of the  Borrower in this
               Agreement  (other than a covenant or agreement a default in whose
               performance or whose breach is elsewhere  specifically dealt with
               in this Section),  and the  continuance of such default or breach
               for a period  of 30 days  after  the  date on which an  executive
               officer of the Borrower or any of its Subsidiaries  first obtains
               knowledge of such default or breach.

                       (f)   Any representation or warranty made by the Borrower
               in this Agreement or by the Borrower (or any of its officers)  or
               any of  its  Subsidiaries  (or any of its  officers) in any other
               Loan Document, certificate, instrument, or statement contemplated
               by or made or delivered pursuant to or in  connection  with  this
               Agreement,  shall prove to have been  incorrect or  misleading in
               any material respect when made.

                       (g)   A default under any bond, debenture,  note or other
               evidence  of   indebtedness   of  the  Borrower  or  any  of  its
               Subsidiaries in excess of $2,000,000  (other than to the Lenders)
               or under any indenture or other  instrument  under which any such
               evidence  of  indebtedness  has  been  issued  or by  which it is
               governed  where a party thereto has the right to  accelerate  any
               indebtedness  owing thereunder to such party from the Borrower or
               any of its  Subsidiaries  as a  result  of such  default,  or any
               default by the Borrower or any of its Subsidiaries in the payment
               of  required  principal  or interest  under any of the  foregoing
               agreements or instruments.

                       (h)   An event of default shall occur under any  security
               agreement,   mortgage,   deed  of  trust,   assignment  or  other
               instrument  or  agreement  directly or  indirectly  securing  any
               Obligations of the Borrower  hereunder or under any Note or under
               any guaranty of such Obligations.

                       (i)   Default in the payment of any amount  in  excess of
               $2,000,000 owed by the Borrower or any of its Subsidiaries to any
               Lender other than hereunder or under the Notes and the expiration
               of the applicable  period of grace, if any, with respect thereto;
               provided,  however,  that if such  default  shall be cured by the
               --------   -------
               Borrower or its Subsidiary, as applicable, as may be permitted by
               the terms of such  indebtedness,  or waived by the Lender holding
               such indebtedness,  in each case prior to the commencement of any
               action under Section 11.2, then the Event of Default hereunder by
               reason  of such  default  shall be deemed  likewise  to have been
               thereupon cured or waived.

                       (j)   The Borrower or any  of its Subsidiaries  shall  be
               adjudicated  a bankrupt  or  insolvent,  or admit in writing  its
               inability to pay its debts as they mature,  or make an assignment
               for the  benefit  of  creditors;  or the  Borrower  or any of its

<PAGE>

               Subsidiaries shall apply for or consent to the appointment of any
               receiver,  trustee,  or similar  officer for it or for all or any
               substantial  part of its property;  or such receiver,  trustee or
               similar  officer shall be appointed  without the  application  or
               consent of the Borrower or its  Subsidiary,  as  applicable,  and
               such  appointment  shall  continue  undischarged  for a period of
               thirty  (30) days;  or the  Borrower  or any of its  Subsidiaries
               shall  institute (by petition,  application,  answer,  consent or
               otherwise)   any    bankruptcy,    insolvency,    reorganization,
               arrangement,  readjustment of debt,  dissolution,  liquidation or
               similar  proceeding   relating  to  it  under  the  laws  of  any
               jurisdiction;  or any such  proceeding  shall be  instituted  (by
               petition,  application or otherwise)  against the Borrower or any
               of its Subsidiaries  and shall continue  without  dismissal for a
               period of thirty  (30)  calendar  days;  or any  judgment,  writ,
               warrant of  attachment  or execution or similar  process shall be
               issued or levied  against a  substantial  part of the property of
               the Borrower or any of its Subsidiaries and such judgment,  writ,
               or similar process shall not be released, vacated or fully bonded
               within thirty (30) days after its issue or levy.

                       (k)   A petition  shall be filed  by the Borrower  or any
               of its  Subsidiaries  under the  United  States  Bankruptcy  Code
               naming the Borrower or any of its  Subsidiaries as debtor;  or an
               involuntary  petition  shall be filed against the Borrower or any
               of its Subsidiaries  under the United States Bankruptcy Code, and
               such petition  shall not have been  dismissed  within  forty-five
               (45) days after the  Borrower or the  applicable  Subsidiary  has
               received  notice of such filing;  or an order for relief shall be
               entered  in any case  under the  United  States  Bankruptcy  Code
               naming the Borrower or any of its Subsidiaries as debtor.

                       (l)   The rendering against the Borrower  or  any  of its
               Subsidiaries of a final judgment, decree or order for the payment
               of money in excess of Ten Million Dollars  ($10,000,000)  and the
               continuance of such judgment,  decree or order unsatisfied and in
               effect for any period of thirty (30)  consecutive  days without a
               stay of execution or other similar relief.

                       (m)   A writ of attachment, garnishment, levy or  similar
               process  shall be issued  against or served upon the Agent or any
               Lender with respect to (i) any property of the Borrower or any of
               its  Subsidiaries  in the possession of the Agent or such Lender,
               or (ii)  any  indebtedness  of the  Agent or such  Lender  to the
               Borrower  or any of its  Subsidiaries,  and the same shall not be
               lifted within 30 days.

                       (n)   A  trustee  shall   have  been   appointed  by   an
               appropriate  United States District Court to administer any Plan,
               or the PBGC,  shall have instituted  proceedings to terminate any
               Plan  or  to  appoint  a  trustee  to  administer  any  Plan,  or
               withdrawal   liability  shall  have  been  asserted  against  the
               Borrower or any ERISA Affiliate by a  Multiemployer  Plan; or the
               Borrower or any ERISA Affiliate shall have incurred  liability to
               the PBGC, the Internal Revenue  Service,  the Department of Labor
               or Plan  participants in excess of $2,000,000 with respect to any
               Plan;  or any  Reportable  Event that the  Required  Lenders  may
               determine  in  good  faith  might  constitute   grounds  for  the
               termination of any Plan, for the  appointment by the  appropriate
               United States  District Court of a trustee to administer any Plan
               or for the  imposition of withdrawal  liability with respect to a
               Multiemployer  Plan, shall have occurred and be continuing thirty
               (30) days after  written  notice to such  effect  shall have been
               given to the Borrower by the Lenders.

                       (o)   The issuance against the Borrower or any Subsidiary
               of  the  Borrower   (including  without   limitation,   any  Bank
               Subsidiary)  of any  informal  or formal  administrative  action,
               temporary or permanent, by any federal or state regulatory agency
               having   jurisdiction  or  control  over  the  Borrower  or  such
               Subsidiary,  such action  taking the form of, but not limited to:
               (i) any directive  citing  conditions or activities  deemed to be
               unsafe  or  unsound  or  breaches  of  fiduciary  duty  or law or
               regulation; (ii) a memorandum of understanding; (iii) a cease and
               desist  order;  (iv) the  termination  of  insurance  coverage of
               customer deposits by the Federal Deposit  Insurance  Corporation;

<PAGE>

               (v)  the  suspension  or  removal  of  an  executive  officer  or
               director,  or the prohibition of  participation  by any others in
               the business affairs of the Borrower or such  Subsidiary;  (vi) a
               capital  maintenance  agreement;  or (vii) any  other  regulatory
               action,  agreement or understanding involving safety or soundness
               issues with respect to the Borrower or such Subsidiary  which the
               Required Lenders  reasonably  believe may have a material adverse
               effect on Borrower or any  Subsidiary.  An Event of Default under
               clause  (vii)  above  shall  occur  only upon  written  notice to
               Borrower of the Required Lenders' determination.

                       (p)   James F. Dierberg,  Mary W. Dierberg,  members   of
               their  immediate  family,  and  trusts,  partnerships  and  other
               organizations  of which they have effective  voting Control shall
               cease to own in the aggregate at least fifty-one percent (51%) of
               the voting shares of the Borrower.

               Section 11.2  Rights and Remedies.  Upon  the  occurrence  of  an
                             -------------------
Event of Default or at  any time thereafter until such Event of Default is cured
to the written  satisfaction  of  the  Required Lenders, the Agent may, with the
consent of the Required Lenders, and shall, upon written request of the Required
Lenders:

                       (a)  By notice to the Borrower,  declare  the Commitments
               and the Agent's  obligation  to  issue  Letters  of  Credit to be
               terminated, whereupon the same shall forthwith terminate.

                       (b)   By notice  to  the  Borrower,  declare  the  entire
               unpaid  principal  amount  of the  Notes  then  outstanding,  all
               interest  accrued  and  unpaid  thereon,  and all  other  amounts
               payable  under this  Agreement to be  forthwith  due and payable,
               whereupon  the  Notes,  all such  accrued  interest  and all such
               amounts  shall become and be forthwith  due and payable,  without
               presentment,  demand,  protest or further notice of any kind, all
               of which are hereby expressly waived by the Borrower.

                       (c)   By notice to the Borrower,  require the Borrower to
               pay to the Agent in immediately  available  funds, for deposit in
               the Special  Account,  an amount  equal to the maximum  aggregate
               amount  available  to be drawn  under all  Letters of Credit then
               outstanding.

                       (d)   Without notice to the Borrower and without  further
               action, apply (and direct each Lender to apply) any and all money
               owing by any Lender to the  Borrower  to the payment of the Notes
               then outstanding,  including interest accrued thereon, and of all
               other Obligations.

                       (e)   Exercise any other rights and remedies available to
               the Agent and the Lenders by law or agreement.

Notwithstanding  the  foregoing,  upon the  occurrence  of an  Event of  Default
described in Section 11.1(j) or (k) hereof,  the entire unpaid  principal amount
of the Notes then outstanding,  all interest accrued and unpaid thereon, and all
other  Obligations  shall be immediately  due and payable  without  presentment,
demand, protest or notice of any kind.

               Section 11.3  Offset.  In  addition  to the remedies set forth in
                             ------
Section 11.2,  upon the occurrence of any Event of Default and thereafter  while
the same be continuing,  the Borrower hereby irrevocably  authorizes each Lender
to set off any Obligations  owed to such Lender  (including for this purpose all
participations  in Letters of Credit owned by such Lender)  against all deposits
and  credits  of the  Borrower  with,  and any and all  claims  of the  Borrower
against,  such Lender.  Such right shall exist  whether or not such Lender shall
have made any demand hereunder or under any other Loan Document,  whether or not
the  Obligations,  or any part  thereof,  or deposits  and credits  held for the
account of the Borrower is or are matured or  unmatured,  and  regardless of the
existence or adequacy of any collateral,  guaranty or any other security,  right
or remedy  available  to such Lender or Lenders.  Each Lender  agrees  that,  as
promptly as is reasonably  possible after the exercise of any such setoff right,
it shall  notify the Borrower of its  exercise of such setoff  right;  provided,
                                                                       --------
however, that the failure of such Lender to provide such notice shall not affect
-------
the validity of the exercise of such setoff rights.
<PAGE>

                                  ARTICLE XII.

                                    THE AGENT

               Section 12.1  Authorization.  Each  Lender and the holder of each
                             -------------
Note  irrevocably  appoints  and  authorizes  the Agent to act on behalf of such
Lender or holder to the extent  provided herein or in any document or instrument
delivered hereunder or in connection herewith,  and to take such other action as
may be reasonably incidental thereto.

               Section 12.2  Distribution of Payments and Proceeds.
                             -------------------------------------

                       (a)   After deduction of any  costs  of   collection   as
               hereinafter  provided,  the Agent shall remit to each Lender that
               Lender's Percentage of all payments of principal,  interest, fees
               and  other  amounts  for the  account  of the  Lenders  that  are
               received by the Agent  under the Loan  Documents.  Each  Lender's
               interest  in the Loan  Documents  shall be  payable  solely  from
               payments, collections and proceeds actually received by the Agent
               under the Loan  Documents;  and the Agent's only liability to the
               Lenders   hereunder   shall  be  to  account  for  each  Lender's
               Percentage  of  such  payments,   collections   and  proceeds  in
               accordance with this Agreement. If the Agent is ever required for
               any reason to refund any such payments,  collections or proceeds,
               each Lender will refund to the Agent, upon demand, its Percentage
               of such  payments,  collections  or proceeds,  together  with its
               Percentage of interest or penalties, if any, payable by the Agent
               in  connection  with  such  refund.  The Agent  may,  in its sole
               discretion,  make  payment  to the  Lenders  in  anticipation  of
               receipt  of  payment  from the  Borrower.  If the Agent  fails to
               receive any such  anticipated  payment  from the  Borrower,  each
               Lender shall promptly refund to the Agent, upon demand,  any such
               payment made to it in  anticipation of payment from the Borrower,
               together  with  interest  for  each day on such  amount  until so
               refunded at a rate equal to the Federal  Funds Rate for each such
               date.

                       (b)   Notwithstanding the foregoing,  if  any Lender  has
               wrongfully  refused to fund its  Percentage  of any  Borrowing or
               other Advance as required hereunder,  or if the principal balance
               of any  Lender's  Note is for any  other  reason  less  than  its
               Percentage of the aggregate  principal balances of the Notes then
               outstanding,  the Agent may remit all payments  received by it to
               the other  Lenders until such payments have reduced the aggregate
               amounts  owed by the  Borrower to the extent  that the  aggregate
               amount owing to such Lender  hereunder is equal to its Percentage
               of the  aggregate  amount owing to all of the Lenders  hereunder.
               The  provisions of this  paragraph are intended only to set forth
               certain  rules for the  application  of  payments,  proceeds  and
               collections   in  the  event  that  a  Lender  has  breached  its
               obligations  hereunder  and shall  not be  deemed  to excuse  any
               Lender from such obligations.

               Section 12.3  Expenses.  All  payments,  collections and proceeds
                             --------
received or effected by the Agent may be applied, first, to pay or reimburse the
Agent for all costs,  expenses,  damages and liabilities at any time incurred by
or imposed upon the Agent in  connection  with this  Agreement or any other Loan
Document  (including  but  not  limited  to  all  reasonable   attorney's  fees,
foreclosure   expenses  and  advances  made  to  protect  the  security  of  any
Collateral).  If the Agent does not receive  payments,  collections  or proceeds
sufficient  to cover any such costs,  expenses,  damages or  liabilities  within
thirty (30) days after their incurrence or imposition,  each Lender shall,  upon
demand,  remit to the Agent its  Percentage of the  difference  between (i) such
costs, expenses,  damages and liabilities,  and (ii) such payments,  collections
and proceeds.

               Section 12.4  Payments  Received  Directly  by  Lenders.   If any
                             -----------------------------------------
Lender or other  holder of a Note  shall  obtain any  payment or other  recovery
(whether  voluntary,  involuntary,  by  application  of offset or  otherwise) on
account of principal of or interest on any Note other than through distributions
made in accordance  with Section 12.2, such Lender or holder shall promptly give
notice of such fact to the Agent and shall  purchase  from the other  Lenders or
holders such  participations  in the Notes held by them as shall be necessary to

<PAGE>

cause the  purchasing  Lender or holder  to share the  excess  payment  or other
recovery  ratably  with  each of  them;  provided,  however,  that if all or any
                                         --------   -------
portion of the excess  payment or other  recovery is thereafter  recovered  from
such  purchasing  Lender or holder,  the  purchase  shall be  rescinded  and the
purchasing  Lender restored to the extent of such recovery (but without interest
thereon).

               Section 12.5  Indemnification. The Agent shall not be required to
                             ---------------
do any act  hereunder  or under  any  other  document  or  instrument  delivered
hereunder or in  connection  herewith or take any action toward the execution or
enforcement of the agency hereby created,  or to prosecute or defend any suit in
respect of this Agreement or the Notes or any documents or instrument  delivered
hereunder or in connection  herewith unless  indemnified to its  satisfaction by
the holders of the Notes against loss,  cost,  liability and expense;  provided,
                                                                       --------
however,  that no  Lender  shall be  obligated  to  indemnify  the Agent for any
-------
portion of any such loss,  cost,  liability or expense  resulting from the gross
negligence or willful misconduct of the Agent. If any indemnity furnished to the
Agent for any purpose shall,  in the opinion of the Agent,  be  insufficient  or
become impaired, the Agent may call for additional indemnity and not commence or
cease to do the acts  indemnified  against  until such  additional  indemnity is
furnished.

               Section 12.6  Limitations on Agent's Power.  Notwithstanding  any
                             ----------------------------
other provision of this Agreement,  the Agent shall not have the power,  without
the  consent of all of the  Lenders,  to (i)  forgive  any  indebtedness  of the
Borrower  arising  under this  Agreement or the Notes,  (ii) agree to reduce the
rate of interest  charged  under this  Agreement or the  commitment or Letter of
Credit  fees  payable  under  Sections  5.1 and 5.2,  (iii)  agree to extend the
maturity or decrease the amount of any payment (whether of principal,  interest,
fees or  otherwise)  due under this  Agreement  or the Notes,  (iv)  release any
Collateral  from the Lien  created by the Borrower  Pledge  Agreement or the San
Francisco Company Security  Agreement,  or (v) amend the definition of "Required
Lenders" in Section  1.1. In  addition,  in no event may the Agent  increase the
total  Commitment  Amount (being the aggregate sum of all Commitment  Amounts of
all Lenders)  hereunder  without the consent of all Lenders (except as otherwise
provided for in Section 2.1.2) or increase or decrease the Commitment  Amount of
any given Lender without the consent of that Lender.

               Section 12.7  Exculpation.  The  Agent shall be  entitled to rely
                             -----------
upon advice of counsel  concerning legal matters,  and upon this Agreement,  any
Loan Document and any schedule, certificate,  statement, report, notice or other
writing  which it believes to be genuine or to have been  presented  by a proper
Person.  Neither  the Agent nor any of its  directors,  officers,  employees  or
agents shall (a) be responsible for any recitals,  representations or warranties
contained in, or for the  execution,  validity,  genuineness,  effectiveness  or
enforceability of this Agreement,  any Loan Document, or any other instrument or
document delivered hereunder or in connection  herewith,  (b) be responsible for
the validity, genuineness, perfection, effectiveness, enforceability, existence,
value or  enforcement  of any  collateral  security,  (c) be  under  any duty to
inquire into or pass upon any of the foregoing  matters,  or to make any inquiry
concerning  the  performance  by  the  Borrower  or  any  other  obligor  of its
Obligations,  or (d) in any  event,  be liable as such for any  action  taken or
omitted by it or them,  except for its or their own gross  negligence or willful
misconduct.  The agency  hereby  created shall in no way impair or affect any of
the rights and powers of, or impose any duties or obligations upon, the Agent in
its individual capacity.

               Section 12.8  Agent and Affiliates. The Agent shall have the same
                             --------------------
rights and powers hereunder in its individual  capacity as any other Lender, and
may  exercise  or  refrain  from  exercising  the same as though it were not the
Agent,  and the Agent and its affiliates may accept  deposits from and generally
engage in any kind of business  with the  Borrower as fully as if the Agent were
not the Agent hereunder.

               Section 12.9  Credit Investigation. Each Lender acknowledges that
                             --------------------
it has made such  inquiries  and taken such care on its own behalf as would have
been the case had its Commitment  been granted and the Advances made directly by
such Lender to the Borrower  without the  intervention of the Agent or any other
Lender.   Each  Lender  agrees  and   acknowledges   that  the  Agent  makes  no
representations or warranties about the  creditworthiness  of the Borrower,  any
Subsidiary or any other party to this Agreement or with respect to the legality,
validity, sufficiency or enforceability of this Agreement, any Loan Document, or
any other instrument or document delivered hereunder or in connection herewith.
<PAGE>

               Section 12.10 Resignation.  The  Agent  may resign as such at any
                             -----------
time upon at least thirty (30)  calendar  days' prior notice to the Borrower and
the Lenders.  In the event of any resignation of the Agent, the Required Lenders
shall as promptly as practicable appoint a successor Agent. If no such successor
Agent  shall  have been so  appointed  by the  Required  Lenders  and shall have
accepted such  appointment  within thirty (30) calendar days after the resigning
Agent's giving of notice of resignation, then the resigning Agent may, on behalf
of the Lenders,  appoint a successor  Agent,  which shall be a  commercial  bank
organized  under  the laws of the  United  States  of  America  or of any  State
thereof.  Upon  the  acceptance  of any  appointment  as  Agent  hereunder  by a
successor  Agent,  such successor  Agent shall  thereupon be entitled to receive
from the prior Agent such documents of transfer and assignment as such successor
Agent may reasonably  request and the resigning  Agent shall be discharged  from
its duties and obligations under this Agreement.  After any resignation pursuant
to this  Section,  the  provisions of this Section shall inure to the benefit of
the  resigning  Agent as to any actions taken or omitted to be taken by it while
it was an Agent hereunder.

               Section 12.11 Assignments.
                             -----------

                       (a)   No  Lender   may  assign  any  of   its  rights  or
               obligations  under any Loan  Document  without the prior  written
               consent of the Borrower and the Agent,  which  consent may not be
               unreasonably withheld; provided, however, that the consent of the
                                      --------  -------
               Borrower  shall  not be  required  in  connection  with  any such
               assignment made at any time when a Default or an Event of Default
               has  occurred  and  is  continuing.   Any  assignment   permitted
               hereunder  shall be by written  assignment  agreement in form and
               substance  reasonably  satisfactory  to  Agent  which  assignment
               agreement shall be  acknowledged by both Agent and Borrower.  The
               aggregate  principal  amount of the Notes and the  portion of the
               Commitment  Amounts so  assigned in any  assignment  shall be not
               less than  $5,000,000,  and the assigning  Lender shall retain at
               least $5,000,000 of such Notes and Commitment Amounts for its own
               account; provided,  however, that the foregoing restriction shall
                        --------   -------
               not apply to a Lender  assigning  its entire Note and  Commitment
               Amount  to  a  single   institution.   Simultaneously  with  each
               assignment of Notes and Commitment Amounts,  the assigning Lender
               shall be  deemed to have  assigned  a  proportional  share of its
               obligations and rights under Section  2.3.1(b).  If the Agent and
               (if applicable) the Borrower so consent, then, from and after the
               effective date of any such  assignment,  the assignee  thereunder
               (an  "Additional  Lender")  shall,  to the extent that rights and
               obligations  hereunder  have been assigned to it pursuant to such
               assignment,  have the rights and  obligations  so assigned to it,
               and the  assigning  Lender  shall,  to the extent that rights and
               obligations have been assigned by it pursuant to such assignment,
               relinquish its rights and be released from its obligations  under
               this  Agreement.  Within  five (5) Bank  Business  Days after any
               request  of the  Agent  following  such  assignment  of Notes and
               Commitment Amounts,  the Borrower will execute and deliver to the
               Agent  new  Notes  to the  order  of  such  assignee  in  amounts
               corresponding  to the interest in the assigning  Lender's  rights
               and  obligations  under this Agreement  acquired by such assignee
               pursuant  to such  assignment  and, if the  assigning  Lender has
               retained an interest in such rights and obligations, new Notes to
               the order of the  assigning  Lender in amounts  corresponding  to
               such interests retained by it hereunder.  Such new Notes shall be
               in an aggregate principal amount equal to the aggregate principal
               amount of the Notes to be  replaced  by such new Notes,  shall be
               dated the effective date of such  assignment and shall  otherwise
               be in the form of the  Notes  to be  replaced  thereby.  Such new
               Notes  shall  be  issued  in   substitution   for,   but  not  in
               satisfaction or payment of, the Notes being replaced thereby. The
               Agent shall bear the cost of preparation of such new Notes.  Upon
               the  issuance  of such new  Notes,  the  term,  "Notes,"  as used
               herein,  shall include all such new Notes issued pursuant to this
               Section  12.11.

                       (b)   Any Lender making an  assignment under this Section
               shall  pay the  Agent a  transfer  fee in the  amount of   $3,000
               simultaneous with such assignment.
<PAGE>

                       (c)   Notwithstanding   any   other  provision  of   this
               Agreement,  any Lender may at any time create a security interest
               in all or any portion of its rights under this Agreement and that
               Lender's Notes in favor of any Federal Reserve Bank in accordance
               with  Regulation  A of the  Board  of  Governors  of the  Federal
               Reserve System.

                       (d)   Except as set forth in this Section  12.11  and the
               following  Section 12.12,  no Lender may assign any of its rights
               or obligations under any Loan Document.

               Section 12.12 Participations.  In  addition to the rights granted
                             --------------
in  Section  12.11,  each  Lender may grant  participations  in a portion of its
Notes,  Commitments and obligations  under Section 2.3.1(b) to any institutional
investor,  without the consent of the Borrower or the Agent, but only so long as
(except in the case of a participation  granted to an affiliate of a Lender,  in
which  case the  limitation  and  qualification  set forth in clause (a) and (b)
below shall not apply):

               (a)     Within five (5) Bank  Business Days  after granting   any
        participation,  such  Lender  gives the Agent  and the  Borrower  notice
        of such  participation,  including  the  name,  address  and  telecopier
        number of the participant and the amount of the  Notes  and  Commitments
        covered  by the participation; and

               (b)   The principal amount of the participations so granted is no
        less than $5,000,000.

               No holder of any such  participation,  other than an affiliate of
such  Lender,  shall be entitled to require  such Lender to take or omit to take
any action  hereunder,  except that such Lender may agree with such  participant
that such Lender will not, without such participant's  consent,  (i) forgive any
indebtedness  of the Borrower under this  Agreement or the Notes,  (ii) agree to
reduce the rate of  interest  charged  under this  Agreement,  or (iii) agree to
extend the final maturity of any indebtedness  evidenced by the Notes, except as
expressly  provided  by the terms of the Loan  Documents.  No Lender  shall,  as
between the  Borrower  and such  Lender,  be relieved of any of its  obligations
hereunder  as a result of any such  granting of a  participation.  The  Borrower
hereby  acknowledges  and agrees that any participant  described in this Section
will,  for purposes of Section  11.3,  be  considered  to be a Lender  hereunder
(provided that such  participant  shall not be entitled to receive any more than
the Lender  selling  such  participation  would have  received had such sale not
taken  place)  and may rely on, and  possess  all rights  under,  any  opinions,
certificates, or other instruments or documents delivered under or in connection
with any Loan Document. Except as set forth in this Section 12.12, no Lender may
grant any participation in any Loan Document or Commitment.

               Section 12.13 Disclosure of Information.  The Borrower authorizes
                             -------------------------
each Lender and the Agent to disclose to any participant, assignee or Additional
Lender  (each,  a  "Transferee")  and  any  prospective  Transferee  any and all
financial  and other  information  in the  possession of the Agent or any Lender
concerning  the Borrower which has been delivered to the Agent or such Lender by
the Borrower pursuant to this Agreement or which has been delivered to the Agent
or such Lender by the Borrower in connection  with the credit  evaluation of the
Borrower by the Agent or such  Lender  prior to  entering  into this  Agreement;
provided,  however, that prior to disclosing such information to a Transferee or
--------   -------
prospective Transferee,  the applicable Lender shall obtain from such Transferee
or  prospective  Transferee  a  confidentiality  agreement  agreeing  that  such
information shall be used only in connection with such Person's  evaluation and,
if  applicable,  administration  of its interest in this Agreement and the loans
hereunder, and shall not be disclosed to any other Person, subject to exceptions
permitting disclosure to regulators and auditors,  disclosure as required by law
or judicial  process,  and disclosure under such other limited  circumstances as
that Lender and such Transferee or prospective Transferee may reasonably agree.

                                  ARTICLE XIII.

                                  MISCELLANEOUS

               Section 13.1  No Waiver; Cumulative Remedies. No failure or delay
                             ------------------------------
on the part of the Lenders in  exercising  any right,  power or remedy under the
Loan  Documents  shall  operate  as a waiver  thereof;  nor shall  any  Lender's
acceptance  of  payments  while any  Default or Event of Default is  outstanding
operate as a waiver of such Default or Event of Default,  or any right, power or
remedy under the Loan Documents; nor shall any single or partial exercise of any
such right,  power or remedy preclude any other or further  exercise  thereof or
the exercise of any other right,  power or remedy under the Loan Documents.  The
remedies  provided in the Loan Documents are cumulative and not exclusive of any
remedies provided by law.
<PAGE>

               Section 13.2  Amendments,   Etc.   No  amendment,   modification,
                             -----------------
termination  or waiver of any  provision of any Loan  Document or consent to any
departure by the Borrower  therefrom shall be effective unless the same shall be
in writing  and signed by the  Required  Lenders  (or, in the case of any action
described in Section 12.6,  the number of Lenders  specified for the  applicable
action in such Section) and then such waiver or consent shall be effective  only
in the specific instance and for the specific purpose for which given. No notice
to or demand on the Borrower in any case shall entitle the Borrower to any other
or further notice or demand in similar or other circumstances.

               Section 13.3  Notice.  Except  as  otherwise  expressly  provided
                             ------
herein, all notices and other  communications  hereunder shall be in writing and
shall be (i) personally delivered,  (ii) transmitted by registered mail, postage
prepaid, (iii) sent by Federal Express or similar expedited delivery service, or
(iv) transmitted by telecopy (followed, in the case of any notice from the Agent
or a Lender to the  Borrower,  pursuant to any of Sections  11.2(a),  11.2(b) or
11.3, by a notice transmitted by registered mail, postage prepaid), in each case
addressed to the party to whom notice is being given at its address as set forth
by its signature  below,  or, if  telecopied,  transmitted  to that party at its
telecopier  number set forth by its signature  below;  or, as to each party,  at
such other  address or  telecopier  number as may  hereafter be  designated in a
notice  by that  party to the  other  party  complying  with  the  terms of this
Section.  All such notices or other  communications shall be deemed to have been
given on (i) the date received if delivered  personally,  by mail, or by Federal
Express or similar expedited delivery service,  or (ii) the date of transmission
if delivered  by  telecopy,  except that notices or requests to the Agent or any
Lender  pursuant to any of the  provisions  of Article II shall not be effective
until received.

               Section 13.4  Costs and Expenses.  The Borrower  agrees to pay on
                             ------------------
demand (i) all costs and expenses  incurred by the Agent in connection  with the
negotiation,  preparation,  execution,  administration  or amendment of the Loan
Documents and the other instruments and documents to be delivered  hereunder and
thereunder,  including the reasonable fees and out-of-pocket expenses of counsel
for the Agent with respect thereto, whether paid to outside counsel or allocated
by in-house  counsel,  and (ii) all costs and expenses  incurred by the Agent or
any Lender in connection with the  enforcement of the Loan Documents,  including
the reasonable fees and  out-of-pocket  expenses of counsel for the Agent or any
Lender with respect  thereto,  whether  paid to outside  counsel or allocated by
in-house counsel.

               Section 13.5  Indemnification  by Borrower.  The Borrower  hereby
                             ----------------------------
agrees to  indemnify  the  Agent and the  Lenders  and each  officer,  director,
employee and agent thereof (herein  individually each called an "Indemnitee" and
collectively  called the  "Indemnitees")  from and  against  any and all losses,
claims, damages, reasonable expenses (including, without limitation,  reasonable
attorneys'  fees) and liabilities  (all of the foregoing being herein called the
"Indemnified  Liabilities")  incurred by an  Indemnitee  in  connection  with or
arising out of the  execution or delivery of this  Agreement or any agreement or
instrument  contemplated  hereby, the performance by the parties hereto of their
respective  obligations  hereunder  or the use of the  proceeds  of any  Advance
(including but not limited to any such loss, claim, damage, expense or liability
arising out of any claim in which it is alleged that any "Environmental Law" has
been breached with respect to any activity or property of the Borrower),  except
for any  portion  of such  losses,  claims,  damages,  expenses  or  liabilities
incurred solely as a result of the gross negligence or willful misconduct of the
applicable Indemnitee or the breach of this Agreement or any other Loan Document
by that  Indemnitee.  "Environmental  Law" shall mean (i) any federal,  state or
local  law,  statute,  ordinance,  rule,  regulation,   code,  license,  permit,
authorization, approval, consent, legal doctrine, order, directive, executive or
administrative  order,  judgment,  decree,  injunction,   legal  requirement  or
agreement  with  any  governmental   entity  relating  to  (A)  the  protection,
preservation  or  restoration  of  the  environment  (which  includes,   without
limitation, air, water vapor, surface water, groundwater, drinking water supply,
structures,  soil,  surface land,  subsurface land, plant and animal life or any
other natural resource), or to human health or safety as it relates to hazardous
materials,  or (B) the exposure to, or the use, storage,  recycling,  treatment,
generation, transportation,  processing, handling, labeling, production, release
or  disposal  of,  hazardous  materials,  in each case as amended  and as now in
effect, including,  without limitation, the Federal Comprehensive  Environmental
Response,  Compensation and Liability Act of 1980, the Superfund  Amendments and
Reauthorization  Act of 1986, the Federal Water  Pollution  Control Act of 1972,
the Federal  Clean Air Act, the Federal  Clean Water Act,  the Federal  Resource
Conservation  and  Recovery  Act of 1976  (including,  but not  limited  to, the
Hazardous  and Solid  Waste  Amendments  thereto  and  Subtitle  I  relating  to
underground  storage  tanks),  the Federal Solid Waste  Disposal and the Federal
Toxic Substances Control Act, the Federal Insecticide, Fungicide and Rodenticide
Act,  the  Federal  Occupational  Safety and Health Act of 1970 as it relates to

<PAGE>

hazardous materials,  the Federal Hazardous  Substances  Transportation Act, the
Emergency Planning and Community Right-To-Know Act, the Safe Drinking Water Act,
the Endangered  Species Act, the National  Environmental  Policy Act, the Rivers
and Harbors  Appropriation Act or any so-called  "Superfund" or "Superlien" law,
each as amended and as now or  hereafter  in effect,  and (ii) any common law or
equitable doctrine  (including,  without limitation,  injunctive relief and tort
doctrines  such as negligence,  nuisance,  trespass and strict  liability)  that
imposes  liability or obligations  for injuries or damages due to, or threatened
as a result of the presence of or exposure to any hazardous material.  If and to
the extent that the foregoing indemnity may be unenforceable for any reason, the
Borrower  hereby  agrees to make the  maximum  contribution  to the  payment and
satisfaction of each of the Indemnified  Liabilities  which is permissible under
applicable law. All  obligations  provided for in this Section shall survive any
termination of this Agreement.

               Section 13.6  Execution in  Counterparts.  This Agreement and the
                             --------------------------
other Loan  Documents  may be  executed in any number of  counterparts,  each of
which when so executed and  delivered  shall be deemed to be an original and all
of which counterparts of this Agreement or such other Loan Document, as the case
may be, taken together, shall constitute but one and the same instrument.

               Section 13.7  Binding  Effect,  Assignment.  The  Loan  Documents
                             ----------------------------
shall be binding upon and inure to the benefit of the  Borrower  and the Lenders
and their respective successors and assigns, except  that the Borrower shall not
have the right to assign its rights  thereunder or any interest  therein without
the prior written consent of each of the Lenders.

               Section 13.8  Governing Law. The Loan Documents shall be governed
                             -------------
by,  and  construed  in  accordance  with,  the  internal  laws of the  State of
Missouri.

               Section 13.9  Consent to Jurisdiction/Jury  Waiver.  The Borrower
                             ------------------------------------
and the Lenders each irrevocably (i) agree that any suit,  action or other legal
proceeding  arising  out of or  relating  to this  Agreement  or any other  Loan
Document may be brought in a court of record in Hennepin  County in the State of
Minnesota  or in the Courts of the United  States  located in such  State,  (ii)
consent  to the  jurisdiction  of  each  such  court  in  any  suit,  action  or
proceeding, (iii) waive any objection which they may have to the laying of venue
of any such suit, action or proceeding in any such courts and any claim that any
such suit,  action or proceeding has been brought in an inconvenient  forum, and
(iv) agree that a final judgment in any such suit, action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other  manner  provided by law.  The  Borrower and Lender each waives the
right to a trial by jury in any action based on or pertaining to this Agreement.

               Section 13.10 Severability  of Provisions.  Any provision of this
                             ---------------------------
Agreement  which is  prohibited or  unenforceable  shall be  ineffective  to the
extent  of  such  prohibition  or  unenforceability   without  invalidating  the
remaining provisions hereof.

               Section 13.11 Prior Agreements. This Agreement and the other Loan
                             ----------------
Documents and related documents  described herein restate and supersede in their
entirety  any and all prior  agreements  and  understandings,  oral or  written,
between any of the Lenders and the Borrower.

               Section 13.12 Headings.  Article and  Section  headings  in  this
                             --------
Agreement are included  herein for  convenience  of reference only and shall not
constitute a part of this Agreement for any other purpose.

               Section 13.13 No Oral Agreements.  ORAL AGREEMENTS OR COMMITMENTS
                             ------------------
TO LOAN MONEY,  EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING  REPAYMENT OF A DEBT
INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE,  REGARDLESS
OF  LEGAL  THEORY  UPON  WHICH IT IS BASED  THAT IS IN ANY WAY  RELATED  TO THIS
AGREEMENT.   TO  PROTECT  YOU   (BORROWER)  AND  US  (LENDERS  AND  AGENT)  FROM
MISUNDERSTANDING  OR  DISAPPOINTMENT,  ANY  AGREEMENTS  WE REACH  COVERING  SUCH
MATTERS ARE  CONTAINED IN THIS  WRITING,  WHICH IS THE  COMPLETE  AND  EXCLUSIVE
STATEMENT OF THE  AGREEMENT  BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING
TO MODIFY IT.

             [The balance of this page is intentionally left blank.]



<PAGE>


               (Signature  Page  to  Secured  Credit  Agreement  Page  1  of  9)
3089976.10 IN WITNESS WHEREOF,  the parties hereto have caused this Agreement to
be executed by their  respective  officers  thereunto duly  authorized as of the
date first above written.

Address:                                FIRST BANKS, INC.
600 James S. McDonnell Blvd.
Mail Code M1-199-014
Hazelwood, Missouri 63042
Attention:  Lisa K. Vansickle           By  /s/  Lisa K. Vansickle
Telecopier:  (314) 592-6621                -------------------------------------
                                         Its     Senior Vice President and
                                                 Chief Financial Officer






























































            (Signature Page to Secured Credit Agreement Page 1 of 9)
<PAGE>


Address:                                 WELLS FARGO BANK, NATIONAL
MAC N2790-142                               ASSOCIATION, as Agent
100 South Hanley Road, Suite 1400
St. Louis, Missouri 63105
Attention: Catherine M. Morrissey
Telecopier: (314) 863-6815               By  /s/ Catherine M. Morrissey
                                            ------------------------------------
                                          Its    Senior Vice President
                                              ----------------------------------





































































            (Signature Page to Secured Credit Agreement Page 2 of 9)
<PAGE>


Address:                                 WELLS FARGO BANK, NATIONAL
MAC N2790-142                              ASSOCIATION, as  both a Lender and
100 South Hanley Road, Suite 1400          as Swingline Lender
St. Louis, Missouri 63105
Attention: Catherine M. Morrissey
Telecopier: (314) 863-6815               By  /s/ Catherine M. Morrissey
                                            ------------------------------------
                                          Its     Senior Vice President
                                              ----------------------------------


































































            (Signature Page to Secured Credit Agreement Page 3 of 9)
<PAGE>


Address:                                     JP MORGAN CHASE BANK, N.A.
Commercial Banking
JP Morgan Chase
IL1-1110
120 South LaSalle, 3rd Floor
Chicago, Illinois  60603
Attention:  Kristin Paszcak
Telecopier: (312) 661-9511               By  /s/ Kristin M. Paszcak
                                            ------------------------------------
                                          Its    Vice President
                                              ----------------------------------

































































            (Signature Page to Secured Credit Agreement Page 4 of 9)
<PAGE>


Address:                                 LASALLE BANK NATIONAL
                                             SSOCIATION
One North Brentwood, Suite 950
Clayton, Missouri  63105
Attention: Robert J. Mathias             By  /s/ Robert J. Mathias
Telecopier: (314) 621-1612                  ------------------------------------
                                          Its    Senior Banker
                                              ----------------------------------


































































            (Signature Page to Secured Credit Agreement Page 5 of 9)
<PAGE>


Address:                                    THE NORTHERN TRUST
50 South LaSalle Street, L-09               COMPANY
Chicago, Illinois 60603
Attention: Lisa McDermott
Telecopier: (312) 444-4906               By  /s/ Lisa McDermott
                                            ------------------------------------
                                          Its    Vice President
                                              ----------------------------------
































































            (Signature Page to Secured Credit Agreement Page 6 of 9)



<PAGE>


Address:                                 UNION BANK OF CALIFORNIA, N.A.
445 South Figureroa Street
Los Angeles, California 90071
Attention: Dennis A. Cattell
Telecopier: (213) 236-5548               By  /s/ Dennis A. Cattell
                                            ------------------------------------
                                          Its    Vice President
                                              ----------------------------------

































































            (Signature Page to Secured Credit Agreement Page 7 of 9)



<PAGE>


Address:                                 FIFTH THIRD BANK (CHICAGO)
222 South Riverside Plaza, 33rd Floor
MD GRVR3B
Chicago, Illinois  60606
Attention: Peter Caligiuri
Telecopier: (312) 704-4115               By  /s/ Peter Caligiuri
                                            ------------------------------------
                                          Its    Vice President
                                              ----------------------------------


































































            (Signature Page to Secured Credit Agreement Page 8 of 9)

<PAGE>


Address:                                 U.S. BANK NATIONAL ASSOCIATION
Correspondent Banking
One U.S. Bank Plaza
Mailcode:  SL-MO-T11S
St. Louis, Missouri  63101
Attention:  Jaycee D. Greene
Telecopier:  (314) 418-2173              By  /s/ Jaycee D. Greene
                                            ------------------------------------
                                          Its    Vice President
                                              ----------------------------------


































































            (Signature Page to Secured Credit Agreement Page 9 of 9)


<PAGE>


                                  EXHIBIT 1.1 A

                              ADDITIONAL TERM NOTE

$                                                            St. Louis, Missouri
 ---------------------
                                                          --------------, ------


      For  value  received,  the  undersigned  FIRST  BANKS,  INC.,  a  Missouri
corporation  (the   "Borrower"),   hereby  promises  to  pay  to  the  order  of
_________________,  a _____________ (the "Lender"), at the office of Wells Fargo
Bank, National Association, as agent (the "Agent") at Sixth Street and Marquette
Avenue, Minneapolis,  Minnesota, or at any other place designated at any time in
accordance with the Credit Agreement (as hereinafter  defined),  in lawful money
of the  United  States  of  America  and in  immediately  available  funds,  the
principal sum of  _______________  Dollars  ($______________)  or, together with
interest on the principal  amount  hereunder  remaining unpaid from time to time
(the  "Principal  Balance"),  computed on the basis of the actual number of days
elapsed and a 360-day year, from the date hereof until this Note is fully paid.

      The  interest  on this Note shall be  determined,  with  reference  to the
Secured Credit Agreement dated as of August 8, 2007 (as the same may be amended,
supplemented  or  restated  from time to time) by and among  the  Borrower,  the
Lenders  from  time to  time  party  thereto  and  Wells  Fargo  Bank,  National
Association,  as Agent for the Lenders thereunder (the "Credit  Agreement"),  as
follows:  (a) at the  rate  determined  from  time  to  time  under  the  Credit
Agreement;  except  (b) as of the  date  of  this  Note,  the  following  listed
Eurodollar  Rates as applied to the listed  portion(s) of the Principal  Balance
and the date such interest rates expire; provided,  however that, in determining
such Eurodollar Rate(s), the applicable Margin shall be determined in accordance
with Section 4.7 of the Credit Agreement:

                               Portion of the        Date of Expiration of
      Eurodollar Rate         Principal Balance         Eurodollar Rate
      ---------------         -----------------         ---------------

      <________>                $<_______>           ________________, 20___
      <________>                $<_______>           ________________, 20___

      This Note may be prepaid only in accordance with the Credit Agreement.

      The Principal  Balance shall be payable in equal  quarterly  installments,
based on a four-year  straight line amortization  schedule,  with the first such
installment  due on the last day of the calendar  quarter  ending after the date
hereof and a final payment equal to the entire remaining  principal balance (and
all accrued and unpaid interest and other sums due under the Credit Agreement in
respect of this Note) due on this Note's  Additional Term Loan Maturity Date, as
defined in the Credit Agreement.

      This Note is issued  pursuant,  and is subject,  to the Credit  Agreement.
This Note is an "Additional Term Note" referred to in the Credit Agreement.

      This Note is secured, among other things, pursuant to the several security
agreements delivered pursuant to the Credit Agreement,  and may now or hereafter
be secured by one or more other  security  agreements  or other  instruments  or
agreements.

      The  Borrower  hereby  agrees  to pay all costs of  collection,  including
reasonable attorneys' fees and legal expenses in the event this Note is not paid
when due, whether or not legal proceedings are commenced.

      Presentment  or other demand for  payment,  notice of dishonor and protest
are expressly waived.


                  BORROWER:                FIRST BANKS, INC.





                                           By ________________________________


                                           Its _______________________________



<PAGE>


                                  EXHIBIT 1.1 B

                            BORROWER PLEDGE AGREEMENT

     This  Agreement is made as of the 8th day of August,  2007,  by and between
FIRST  BANKS,  INC.,  a Missouri  Corporation  ("Debtor")  and WELLS FARGO BANK,
NATIONAL ASSOCIATION, a national banking association, as Agent for the "Lenders"
pursuant to the Secured Credit Agreement described below ("Secured Party").

                                    RECITALS

     Debtor,  Secured Party and certain  financial  institutions have executed a
Secured Credit  Agreement dated as of August 8, 2007, (the "Credit  Agreement"),
pursuant to which such financial  institutions  (the  "Lenders")  have agreed to
lend up to  $125,000,000 to Debtor (with Debtor having the right to increase the
credit  facilities by an amount up to $25,000,000) and pursuant to which Secured
Party has agreed to issue up to $5,000,000 in face amount of standby  letters of
credit for the account of Debtor.

     One  condition to the Lenders' and Secured  Party's  commitments  under the
Credit  Agreement is that Debtor  execute,  deliver and perform this  Collateral
Pledge  Agreement,  thereby  granting a security  interest to Secured Party,  as
agent for the Lenders, in the Collateral described herein.

     Now, therefore,  in consideration of the premises and the mutual agreements
herein set forth, the parties hereto hereby agree as follows:

     1.  Security  Interest  and  Collateral.  To secure the prompt and complete
payment and  performance  of the  "Obligations,"  as such term is defined in the
Credit Agreement, Debtor hereby grants Secured Party (for its own account and as
agent for the Lenders) a security interest (the "Security  Interest") in (i) all
of the capital stock of The San Francisco Company, a Delaware corporation, owned
by Debtor,  (ii) any capital stock that Debtor may hereafter acquire and deliver
to Secured Party pursuant to Section 8.8 of the Credit Agreement,  and (iii) all
proceeds of such  capital  stock and all other  rights in  connection  with such
property (collectively the "Collateral").

     2.  Representations,  Warranties and Covenants. Debtor represents, warrants
and covenants that:

         (a)    Debtor  will  join  with  Secured   Party in  taking any  action
     required by Secured Party in order to perfect the Security  Interest and to
     protect  the rights and  priorities  of Secured  Party with  respect to the
     Collateral. To that end, Debtor has delivered to Secured Party certificates
     representing all of the shares of capital stock constituting Collateral and
     executed  and  delivered  one blank stock power for each such  certificate.
     Debtor will, at Secured  Party's  request at any one or more times (i) duly
     endorse,  in blank,  each and every  additional  security  certificate  and
     instrument  constituting  Collateral  by  signing  on such  certificate  or
     instrument or by signing a separate  document of assignment or transfer and
     deliver  to  Secured  Party  each  and  every  such   additional   security
     certificate and  instrument;  (ii) join with Secured Party in executing any
     instructions or agreements with securities  intermediaries  for the purpose
     of  obtaining  control  of  any  investment  property  that  may  hereafter
     constitute  Collateral;  and (iii) instruct the issuer of any security that
     may hereafter  constitute  Collateral to register such security in the name
     of Secured Party.

         (b)    Debtor is the owner of the  Collateral  free  and  clear  of all
     liens,  encumbrances,   security  interests  and  restrictions  except  the
     Security  Interest  and any  restrictive  legend  appearing on any security
     certificate or any instrument constituting Collateral.

         (c)    Debtor  will keep the  Collateral  free and  clear of all liens,
     encumbrances and security interests, except the Security Interest.

         (d)    Debtor will pay,  when due,  all  taxes and other  governmental
     charges levied or assessed upon or against any Collateral.

         (e)    Debtor will upon receipt deliver to Secured Party all investment
     property distributed on account of Collateral,  such as stock dividends and
     securities    resulting    from   stock   splits,    reorganizations    and
     recapitalizations. The Security Interest shall attach to all such proceeds.

     3.  Events of Default.  The  occurrence  of any Event of Default  under the
Credit Agreement shall be an Event of Default hereunder.
<PAGE>

     4.  Remedies  Upon Event of  Default.  Upon the  occurrence  of an Event of
Default and during the continuance  thereof,  Secured Party may exercise any one
or more of the rights and remedies  specified in the Credit Agreement,  and also
any one or more of the following  rights or remedies:  (i) notify the obligor on
or issuer of any  Collateral or any securities  intermediary  to make payment to
Secured Party of any amounts due or  distributable  on any  Collateral,  (ii) in
Debtor's name or Secured  Party's name enforce  collection of any  Collateral by
suit or otherwise,  or surrender,  release or exchange all or any part of it, or
compromise,  extend or renew for any  period  any  obligation  evidenced  by the
Collateral,  (iii)  receive  and keep in its  possession  or under  its  control
subject to the Security  Interest all  proceeds of  Collateral,  except that any
money received from the Collateral may, at Secured Party's option, be applied in
reduction  of the  Obligations;  (iv)  exercise all voting and other rights as a
holder of any  Collateral;  (v)  exercise  and  enforce  any or all  rights  and
remedies  available upon default to a secured party under the Uniform Commercial
Code,  including the right to (A) order any securities  intermediary to sell any
Collateral  on any  established  market  or over the  counter  or to  cause  any
Collateral  to be  redeemed;  (B) give any transfer or  redemption  order to any
issuer of Collateral;  or (C) offer and sell Collateral  privately to purchasers
who will  agree to take the  Collateral  for  investment  and not with a view to
distribution and who will agree to the imposition of restrictive  legends on any
certificates representing Collateral,  and the right to arrange for a sale which
would otherwise qualify as exempt from registration  under the Securities Act of
1933;  and if notice to Debtor of any intended  disposition of Collateral or any
other intended action is required by law in a particular  instance,  such notice
shall be deemed commercially reasonable if given at least 10 calendar days prior
to the date of  intended  disposition  or other  action;  and (vi)  exercise  or
enforce any or all other rights or remedies available to Secured Party by law or
agreement against any Collateral,  against Debtor or against any other person or
property.

     5. Secured  Party's  Duties.  Secured  Party's duty of care with respect to
Collateral in its  possession  (as imposed by law) shall be deemed  fulfilled if
Secured  Party  exercises   reasonable  care  in  physically   safekeeping  such
Collateral,  or in the case of  Collateral  in the  custody or  possession  of a
securities intermediary or other third person,  exercises reasonable care in the
selection of the securities intermediary or other third person and Secured Party
need not otherwise preserve, protect, insure or care for any Collateral. Secured
Party shall not be  obligated  to preserve  any rights  Debtor may have  against
prior parties,  to exercise at all or in any particular manner any voting rights
which may be  available  with  respect  to any  Collateral,  to  realize  on the
Collateral  at all or in any  particular  manner or order,  or to apply any cash
proceeds of Collateral in any particular order of application. Regardless of the
manner in which  Secured  Party  chooses to  exercise  control  over  Collateral
(whether by possession,  by agreement with an issuer or Securities Intermediary,
by  transferring  security  entitlements  into its own account,  or  otherwise),
Secured Party shall not be deemed to be under any obligation to Debtor,  whether
as fiduciary,  trustee,  agent or otherwise,  except the duty of good faith, the
duties specifically imposed upon Secured Party by this Agreement, and the duties
imposed  upon  it as a  secured  party  by  Articles  1, 8 and 9 of the  Uniform
Commercial Code, as in effect in Missouri.

     6.  Miscellaneous.  Any disposition of Collateral in the manner provided in
Section 4 shall be deemed commercially reasonable. This Agreement can be waived,
modified,  amended,  terminated or discharged,  and the Security Interest can be
released,  only explicitly in a writing signed by Secured Party. A waiver signed
by Secured  Party shall be effective  only in the specific  instance and for the
specific  purpose  given.  Mere delay or failure to act shall not  preclude  the
exercise or enforcement of any of Secured Party's rights or remedies. All rights
and  remedies  of  Secured  Party  shall  be  cumulative  and  may be  exercised
singularly  or  concurrently,  at Secured  Party's  option,  and the exercise or
enforcement  of any one such right or remedy shall neither be a condition to nor
bar the exercise or enforcement of any other.  All notices to be given to Debtor
shall be deemed  sufficiently  given if  delivered  or mailed by  registered  or
certified mail,  postage  prepaid,  to Debtor at the address set forth following
its  signature  on the  signature  page of this  Agreement or at the most recent
address shown on Secured Party's  records.  Debtor will reimburse  Secured Party
for all  expenses  (including  reasonable  attorneys'  fees and legal  expenses)
incurred  by Secured  Party in the  protection,  defense or  enforcement  of the
Security  Interest,  including expenses incurred in any litigation or bankruptcy
or insolvency proceedings. This Agreement shall be binding upon and inure to the
benefit of Debtor and Secured Party and their  successors  and assigns and shall
take effect when signed by Debtor and  delivered  to Secured  Party,  and Debtor
waives notice of Secured  Party's  acceptance  hereof.  This Agreement  shall be
governed by the  internal  laws of Missouri  and,  unless the context  otherwise
requires,  all terms used herein which are defined in Articles 1, 8 and 9 of the
Uniform  Commercial  Code,  as in effect in  Missouri,  shall have the  meanings
therein  stated.  If any  provision  or  application  of this  Agreement is held
unlawful or  unenforceable in any respect,  such illegality or  unenforceability
shall not affect other provisions or applications which can be given effect, and
this Agreement shall be construed as if the unlawful or unenforceable  provision
or  application  had never  been  contained  herein or  prescribed  hereby.  All
representations  and warranties  contained in this  Agreement  shall survive the
execution,  delivery  and  performance  of this  Agreement  and the creation and
payment of the Obligations.



<PAGE>


     IN WITNESS WHEREOF,  Debtor has executed this Agreement as of the day first
above written.

                                   FIRST BANKS, INC.

                                   By
                                      ------------------------------------------
                                     Its
                                        ----------------------------------------


                                   Address:

                                   600 James S. McDonnell Blvd.
                                   Mail Code M1-199-014
                                   Hazelwood, MO 63042-2302



<PAGE>

                                  EXHIBIT 1.1 C

                             COMPLIANCE CERTIFICATE

     This  Compliance  Certificate  is  being  submitted  on  this  ___  day  of
__________________,   200__,   for  the  quarter   ending  on  the  ___  day  of
__________________, 200__, pursuant to the terms of the Secured Credit Agreement
dated  as of  August  8,  2007,  (the  "Credit  Agreement"),  as the same may be
thereafter  amended  from  time  to  time,  among  Wells  Fargo  Bank,  National
Association  (the  "Agent"),  the Lenders  that are parties  thereto,  and First
Banks,  Inc., as Borrower.  Capitalized  terms used but not defined herein shall
have the meanings set forth in the Credit Agreement.

     The undersigned officers of First Banks, Inc. jointly and severally certify
to the Lenders that as of the date hereof:

     A.   The  representations  and  warranties  contained in Article VII of the
          Credit  Agreement  are  correct as of the date  hereof,  except to the
          extent that the same relate specifically to an earlier date;

     B.   No Default or Event of Default has occurred and is continuing;

     C.   Attached is an accurate  listing of the current  Subsidiaries of First
          Banks, Inc.; and

     D.   The  computation  of Margin  and L/C Margin  and  compliance  with the
          covenants contained in Article X of the Credit Agreement are supported
          by the following:

4.7      Funded Debt Ratio
<TABLE>
<CAPTION>


                                                                                  Revolving
<S>                                            <C>             <C>                   <C>             <C>      <C>
(i) First Banks, Inc. (consolidated)           (2)             Ratio of              Loan            L/C      Term Loan
Net Income for the quarter ended:          Funded Debt        (2) to (1)            Margin          Margin      Margin
---------------------------------          -----------        ----------            ------          ------      ------
                 $
--------------   --------------

--------------   --------------

--------------   --------------

--------------   --------------
Total Net Income $             (1)                                   %                  bp               bp          bp
                 --------------             --------           -------              ------           ------       -----

10.1   Total Risk Based Capital Ratio
       ------------------------------

                                                                  (2)
                                                             Weighted-Risk
                                                            Assets and Off-                          Minimum
                                               (1)           Balance Sheet          Ratio of          Ratio
                                          Total Capital          Items             (1) to (2)       Permitted
                                          -------------          -----             ----------       ---------
First Banks, Inc. (consolidated)                                                            %         10.0%
                                           -----------         ---------           ----------         -----
First Bank                                                                                  %         10.0%
                                           -----------         ---------           ----------         -----


<PAGE>


10.2   Tier I Risk Based Capital Ratio
       -------------------------------

                                                                  (2)
                                                             Weighted-Risk
                                                            Assets and Off-                          Minimum
                                               (1)           Balance Sheet         Ratio of           Ratio
                                         Tier I Capital          Items            (1) to (2)        Permitted
                                         --------------          -----            ----------        ---------
First Banks, Inc. (consolidated)                                                           %           6.0%
                                          ------------         ---------          ----------           ----
First Bank                                                                                 %           6.0%
                                          ------------         ---------          ----------           ----

10.3   Leverage Ratio
       --------------
                                               (1)                (2)             Ratio of          Minimum
                                         Tier I Capital      Average Total       (1) to (2)          Ratio
                                         --------------      -------------       ----------        Permitted
                                                                 Assets                             ---------
                                                                 ------

First Banks, Inc. (consolidated)                                                           %           5.0%
                                          ------------        -----------         ----------           ----
First Bank                                                                                 %           5.0%
                                          ------------        -----------         ----------           ----

10.4   Minimum Return on Assets
       ------------------------
                                                                                                     Minimum
Net Income for the quarter ended:                            Average Total         Ratio of           Ratio
---------------------------------                              Assets (2)         (1) to (2)        Permitted
                                                              -----------         ----------        ---------

First Banks, Inc. (consolidated)
                 $
--------------   ---------------

--------------   ---------------

--------------   ---------------

--------------   ---------------
Total Net Income $              (1)                                                        %          0.70%
                 ---------------                               ---------          ----------          -----

10.5   Non-Performing Assets
       ---------------------

                                               (1)                (2)                                Maximum
                                         Non-Performing     Primary Equity         Ratio of           Ratio
                                             Assets             Capital           (1) to (2)        Permitted
                                             ------             -------           ----------        ---------
First Banks, Inc. (consolidated)                                                                       20%
                                           ----------          ---------          ----------           ---

10.6   Allowance for Loan and
       -----------------------
       Lease Losses
       ------------                           (1)
                                         Allowance for            (2)                                Minimum
                                            Loan and        Non-Performing         Ratio of           Ratio
                                         Lease Losses           Assets            (1) to (2)        Permitted
                                         ------------           ------            ----------        ---------
First Banks, Inc. (consolidated)                                                           %           100%
                                          ----------          ----------          ----------           ----

</TABLE>


<PAGE>



     Signed as of the day and year first above written.

                        FIRST BANKS, INC.


                        By:
                             ---------------------------------------------------
                                             Chief Executive Officer

                        By:
                             ---------------------------------------------------
                               Senior Vice President and Chief Financial Officer

                        By:
                             ---------------------------------------------------
                                             Senior Vice President

                        By:
                             ---------------------------------------------------
                                             Chief Credit Officer

<PAGE>

                                  EXHIBIT 1.1 D

                             INITIAL TERM LOAN NOTE


          $_________________                                 St. Louis, Missouri
                                                                  August 8, 2007

     For  value  received,   the  undersigned  FIRST  BANKS,  INC.,  a  Missouri
corporation  (the   "Borrower"),   hereby  promises  to  pay  to  the  order  of
_________________,  a _____________ (the "Lender"), at the office of Wells Fargo
Bank, National Association, as agent (the "Agent") at Sixth Street and Marquette
Avenue, Minneapolis,  Minnesota, or at any other place designated at any time in
accordance with the Credit Agreement (as hereinafter  defined),  in lawful money
of the  United  States  of  America  and in  immediately  available  funds,  the
principal sum of  _______________  Dollars  ($______________)  or, together with
interest on the principal  amount  hereunder  remaining unpaid from time to time
(the  "Principal  Balance"),  computed on the basis of the actual number of days
elapsed and a 360-day  year,  from the date hereof until this Note is fully paid
at the rate determined  from time to time under the Secured Credit  Agreement of
even date  herewith (as the same may be amended,  supplemented  or restated from
time to time) by and among the  Borrower,  the  Lenders  from time to time party
thereto  and Wells Fargo Bank,  National  Association,  as Agent for the Lenders
thereunder (the "Credit Agreement"). This Note may be prepaid only in accordance
with the Credit Agreement.

     The Principal Balance shall be repaid in seven (7) equal calendar quarterly
installments,  beginning  September 30, 2007, equal to  _______________  Dollars
($______________),  with a final payment equal to the entire remaining principal
balance (and all accrued and unpaid interest and other sums due under the Credit
Agreement in respect of this Note) due on this Note's Initial Term Loan Maturity
Date, as defined in the Credit Agreement.

     This Note is issued pursuant, and is subject, to the Credit Agreement. This
Note is an "Initial Term Loan Note" referred to in the Credit Agreement.

     This Note is secured, among other things,  pursuant to the several security
agreements delivered pursuant to the Credit Agreement,  and may now or hereafter
be secured by one or more other  security  agreements  or other  instruments  or
agreements.

     The  Borrower  hereby  agrees  to pay all  costs of  collection,  including
reasonable attorneys' fees and legal expenses in the event this Note is not paid
when due, whether or not legal proceedings are commenced.

     Presentment or other demand for payment, notice of dishonor and protest are
expressly waived.


     BORROWER:                          FIRST BANKS, INC.





                                        By ________________________________


                                        Its _______________________________



<PAGE>

<TABLE>
<CAPTION>
                                                 EXHIBIT 1.1 E1

                                     APPLICATION FOR STANDBY LETTER OF CREDIT

TO:  WELLS FARGO BANK, NATIONAL ASSOCIATION
------------------------------------------------------------------------------------------------------------------------------------

     -------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                    <C>                                 <C>                  <C>
      DATE                                   FOR WELLS FARGO'S                   LETTER OF            DOCUMENT
                                             USE ONLY                            CREDIT NO.           TRACK NO.

     ------------------------------------------------------------------------------------------------------------------------------


APPLICANT SIGNING BELOW HEREBY REQUESTS THAT WELLS FARGO BANK, NATIONAL  ASSOCIATION ("WELLS FARGO") ISSUE IN WELLS FARGO'S  NAME AN
IRREVOCABLE  STANDBY LETTER OF  CREDIT  (THE "CREDIT") ON SUBSTANTIALLY   THE  TERMS  BELOW AND, UNLESS OTHERWISE SPECIFIED BELOW IN
SPECIAL INSTRUCTIONS, FORWARD  THE  CREDIT BY THE FOLLOWING MEANS TO THE BENEFICIARY DIRECTLY OR  THROUGH A  BANK  SELECTED BY WELLS
FARGO:


|_| FULL CABLE/TELEX      |_| COURIER      |_|  MAIL WITH BRIEF ADVICE BY CABLE/TELEX        |_|  MAIL    |_| OTHER:____________

------------------------------------------------------------------------------------------------------------------------------------
ADVISING BANK: (If left blank, Wells Fargo may select)                  BENEFICIARY:   (Name and Address)




------------------------------------------------------------------------------------------------------------------------------------
PARTY TO BE NAMED AS REQUESTING THE CREDIT:  (Name and Address)         AMOUNT:  (In words)



                                                                        -------------------------------- ---------------------------
                                                                        (In figures)                     (Currency)

------------------------------------------------------------------------------------------------------------------------------------
AVAILABILITY:  Unless otherwise specified herein, the Credit is to      EXPIRATION DATE:________________________________________
be available with  Wells  Fargo's  issuing  office  by  payment of
draft(s)drawn at sight on Wells Fargo or, at Wells Fargo's option,      PLACE OF EXPIRATION:  Unless  otherwise  specified  herein,
with any bank(s)  or  with  a  bank nominated  by  Well s Fargo by      the Credit is to expire at Wells Fargo's issuing office or,
negotiation  of drafts(s)drawn at sight on Wells Fargo.                 if  the Credit  is  available with  any  bank(s) or  with a
                                                                        specific bank other than Wells  Fargo's issuing  office, at
                                                                        such place as Wells Fargo shall elect.


------------------------------------------------------------------------------------------------------------------------------------
DOCUMENT(S): Draft(s) are to be accompanied by: (Attached additional signed sheet(s), if necessary, and label as attachments to this
             Application.)








------------------------------------------------------------------------------------------------------------------------------------
DRAWING(S):  |_|  Partial drawings are permitted.  (More than one draft may be drawn and presented under the Credit.)

             |_|  Only one draft may be drawn and presented under the Credit, and:

                  |_| the draft must be for the full amount of the Credit.    |_|  the draft may be for less than the full amount of
                                                                                   the Credit.
------------------------------------------------------------------------------------------------------------------------------------
SPECIAL INSTRUCTIONS: (Attach additional signed sheet(s), if necessary, and label as attachments to this Application.)





------------------------------------------------------------------------------------------------------------------------------------
<PAGE>

------------------------------------------------------------------------------------------------------------------------------------
TRANSFERABILITY: (If not checked, the Credit will not be transferable.)

       |_|  The Credit is to be transferable, with transfer charges for:   |_|  Applicant's account   |_|  Beneficiary's account
------------------------------------------------------------------------------------------------------------------------------------
INQUIRIES:  Direct to:                                                  Telephone Number:
------------------------------------------------------------------------------------------------------------------------------------
APPLICANT'S AGREEMENT AND SIGNATURE: Applicant's  signature  here  indicatesagreement  to  all  the  terms  and  conditions  on this
Application and Applicant's agreement that the Credit and its issuance  will  be governed  by (1) the  terms  and  conditions of the
Standby Letter of Credit Agreement between Applicant and Wells Fargo and/or (2) any other agreement signed by Applicant  pursuant to
which the Credit is to be issued. This Application  is signed by Applicant's duly authorized representative(s) on the date specified
above.



------------------------------------------------------------------------------    ------------------------------------------------

      APPLICANT                                                                                      ADDRESS




--------------------------------------------------  --------------------------    ------------------------------------------------

      AUTHORIZED SIGNATURE                            TITLE                                          ADDRESS




--------------------------------------------------  --------------------------    ------------------------------------------------

      AUTHORIZED SIGNATURE                            TITLE                                          ADDRESS



----------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
                                   (TO BE COMPLETED BY WELLS FARGO BANK, NATIONAL ASSOCIATION)



                CREDIT ISSUANCE HAS BEEN APPROVED IN ACCORDANCE WITH WELLS FARGO'S CREDIT POLICIES AND PROCEDURES

------------------------------------------------------------------------------------------------------------------------------------
APPROVING OFFICER'S SIGNATURE      APPROVING OFFICER'S NAME (Print)   APPROVING OFFICER'S OFFICE (Print)   AU   MAC   COMMITMENT NO.




-----------------------------------------------------------------------------------------------------------------------------------
PHONE         AFS INTERFACE                 STANDALONE                          COLLATERAL                PURPOSE      DATE
              REQUIRED:                     TRANSACTION:                        CODE                      CODE

              YES  |_|   NO  |_|            YES  |_|       NO  |_|
------------------------------------------------------------------------------------------------------------------------------------
SPECIAL INSTRUCTIONS: (Indicate any provisions applicable to the Credit different from those on Applicant's Relationship  Management
Instructions Form)




------------------------------------------------------------------------------------------------------------------------------------
</TABLE>




<PAGE>

                                 EXHIBIT 1.1 E2

                       STANDBY LETTER OF CREDIT AGREEMENT


To:  WELLS FARGO BANK, NATIONAL ASSOCIATION

       Applicant   hereby   requests  that  you,  Wells  Fargo  Bank,   National
Association  ("Wells Fargo"),  issue in your name one or more standby letters of
credit pursuant to  Applications  for the issuance of such Credits and the terms
and  conditions  of this  Agreement.  Each Credit will be issued at  Applicant's
request and for its account, and, unless otherwise  specifically provided in any
Loan Document, at your option. Applicant agrees that the terms and conditions in
this Agreement shall apply to each Application and the Credit issued pursuant to
each Application,  and to transactions  under each Application,  each Credit and
this Agreement.

       SECTION 1.  DEFINITIONS.  As used in this Agreement,  the following terms
shall  have the  meanings  set forth  after each  term:  "Agreement"  means this
                                                          ---------
Standby Letter of Credit  Agreement as it may be revised or amended from time to
time.  "Applicant"  means  collectively  each person and/or entity  signing this
        ---------
Agreement   as   Applicant.   "Application"   means  your  printed  form  titled
                               -----------
"Application  For Standby Letter of Credit" or any other form  acceptable to you
on  which  Applicant  applies  for the  issuance  by you of a Credit  and/or  an
application for amendment of a Credit or any  combination of such  applications,
as the context may require. "Beneficiary" means the person or entity named on an
                             -----------
Application  as  the   beneficiary  or  any  transferee  of  such   beneficiary.
"Collateral"  means the Property,  together with the proceeds of such  Property,
 ----------
securing  any or all of  Applicant's  obligations  and  liabilities  at any time
existing under or in connection  with any L/C Document and/or any Loan Document.
"Commission Fee" means the fee, computed at the commission fee rate specified by
 --------------
you or  specified  in any  Loan  Document,  charged  by you at the time or times
specified by you on the amount of each Credit and on the amount of each increase
in a Credit for the time period each Credit is  outstanding.  "Credit"  means an
                                                               ------
instrument or document titled "Irrevocable Standby Letter of Credit" or "Standby
Letter of  Credit",  or any  instrument  or  document  whatever  it is titled or
whether or not it is titled  functioning as a standby  letter of credit,  issued
under or pursuant to an Application, and all renewals, extensions and amendments
of such instrument or document.   "Demand" means any sight draft,  electronic or
                                   ------
telegraphic  transmission or other written demand drawn or made, or purported to
be drawn or made,  under or in connection with any Credit.  "Document" means any
                                                             --------
instrument,  statement,  certificate or other document referred to in or related
to any  Credit or  required  by any  Credit  to be  presented  with any  Demand.
"Dollars"  means the lawful  currency  at any time for the  payment of public or
 -------
private debts in the United States of America.  "Event of Default"  means any of
                                                 ----------------
the events set forth in Section 13 of this  Agreement.  "Expiration  Date" means
                                                         ----------------
the date any Credit expires. "Guarantor" means any person or entity guaranteeing
                              ---------
the payment and/or performance of any or all of Applicant's obligations under or
in connection with any L/C Document and/or any Loan Document.  "Holding Company"
                                                                ---------------
means any company or other entity directly or indirectly  controlling  you. "L/C
                                                                             ---
Document" means this Agreement, each Application,  each Credit, and each Demand.
--------
"Loan  Document" means each and any promissory  note,  loan agreement,  security
 --------------
agreement,  pledge agreement,  guarantee or other agreement or document executed
in  connection  with,  or relating  to, any  extension of credit under which any
Credit is issued.  "Maximum  Rate"  means the  maximum  amount of  interest  (as
                    -------------

<PAGE>

defined by applicable  laws),  if any,  permitted to be paid,  taken,  reserved,
received, collected or charged under applicable laws, as the same may be amended
or modified from time to time.  "Negotiation Fee" means the fee, computed at the
                                 ---------------
negotiation fee rate specified by you or specified in any Loan Document, charged
by you on the amount of each Demand paid by you or any other bank  specified  by
you when each Demand is paid. "Payment Office" means the office specified by you
                               --------------
or specified in any Loan Document as the office where  reimbursements  and other
payments  under  or in  connection  with  any  L/C  Document  are to be  made by
Applicant.  "Prime  Rate" means the rate of  interest  most  recently  announced
             -----------
within  Wells  Fargo  at its  principal  office  as its  Prime  Rate,  with  the
understanding  that the Prime Rate is one of Wells Fargo's base rates and serves
as the basis upon which  effective  rates of interest are  calculated  for those
loans making reference thereto,  and is evidenced by the recording thereof after
its announcement in such internal publication or publications as Wells Fargo may
designate.   "Property"  means  all  forms  of  property,  whether  tangible  or
              --------
intangible, real, personal or mixed. "Rate of Exchange" means Wells Fargo's then
                                      ----------------
current  selling rate of exchange in San Francisco,  California for sales of the
currency of payment of any Demand,  or of any fees or expenses or other  amounts
payable under this  Agreement,  for cable  transfer to the country of which such
currency is the legal tender.  "UCP" means the Uniform  Customs and Practice for
                                ---
Documentary Credits, an International  Chamber of Commerce  publication,  or any
substitution therefor or replacement thereof. "Unpaid and Undrawn Balance" means
                                               --------------------------
at any time the  entire  amount  which  has not been  paid by you  under all the
Credits issued for  Applicant's  account,  including,  without  limitation,  the
amount of each Demand on which you have not yet effected  payment as well as the
amount undrawn under all such Credits. "Wells Fargo & Company" means Wells Fargo
                                        ---------------------
& Company, a Delaware corporation.

       SECTION 2. HONORING  DEMANDS AND DOCUMENTS.  You may receive,  accept and
honor,  as complying with the terms of any Credit,  any Demand and any Documents
accompanying such Demand,  provided that such Demand and accompanying  Documents
appear on their face to comply  substantially with the provisions of such Credit
and are,  or  appear  on their  face to be,  signed or issued by (a) a person or
entity  authorized  under such  Credit to draw,  sign or issue  such  Demand and
accompanying   Documents,  or  (b)  an  administrator,   executor,   trustee  in
bankruptcy,  debtor  in  possession,  assignee  for the  benefit  of  creditors,
liquidator,  receiver or other legal  representative or successor in interest by
operation of law of any such person or entity.

       SECTION  3.  REIMBURSEMENT  FOR  PAYMENT  OF  DEMANDS.   Applicant  shall
reimburse  you for all amounts  paid by you on each Demand,  including,  without
limitation,  all such  amounts paid by you to any paying,  negotiating  or other
bank.  If in  connection  with the issuance of any Credit,  you agree to pay any
other bank the  amount of any  payment  or  negotiation  made by such other bank
under  such  Credit  upon  your  receipt  of a cable,  telex  or  other  written
telecommunication advising you of such payment or negotiation,  or authorize any
other bank to debit your account for the amount of such payment or  negotiation,
Applicant  agrees to reimburse  you for all such amounts paid by you, or debited
to your account with such other bank,  even if any Demand or Document  specified
in such  Credit  fails to arrive in whole or in part or if,  upon the arrival of
any such Demand or  Document,  the terms of such  Credit have not been  complied
with or such Demand or Document  does not  conform to the  requirements  of such
Credit or is not otherwise in order.

       SECTION  4.  FEES AND  EXPENSES.  Applicant  agrees to pay to you (a) all
Commission Fees,  Negotiation Fees, cable fees, amendment fees, non-usance fees,
and cancellation fees of, and all out-of-pocket  expenses incurred by, you under
or in connection with any L/C Document, and (b) all fees and charges of banks or
other  entities  other than you under or in connection  with any L/C Document if
any Application  (i) does not indicate who will pay such fees and charges,  (ii)
indicates  that  such fees and  charges  are to be paid by  Applicant,  or (iii)
indicates that such fees and charges are to be paid by the  Beneficiary  and the
Beneficiary does not, for any reason whatsoever, pay such fees or charges. There
shall be no refund of any portion of any  Commission Fee in the event any Credit
is used, reduced, amended, modified or terminated before its Expiration Date.
<PAGE>

       SECTION 5.  DEFAULT  INTEREST.  Unless  otherwise  specified  in any Loan
Document,  or on  an  Application  and  agreed  to by  you,  all  amounts  to be
reimbursed  by  Applicant  to  you,  and all  fees  and  expenses  to be paid by
Applicant  to you, and all other  amounts due from  Applicant to you under or in
connection with any L/C Documents,  will bear interest (to the extent  permitted
by law), payable on demand,  from the date you paid the amounts to be reimbursed
or the date such fees,  expenses  and other  amounts were due until such amounts
are paid in full, at a rate per annum  (computed on the basis of a 360-day year,
actual days elapsed) which is the lesser of (a) two percent (2%) above the Prime
Rate in effect from time to time, or (b) the Maximum Rate.

       SECTION 6. TIME AND METHOD OF REIMBURSEMENT AND PAYMENT. Unless otherwise
specified in this Section, in any Loan Document, or on an Application and agreed
to by you,  all  amounts to be  reimbursed  by  Applicant  to you,  all fees and
expenses to be paid by Applicant to you, and all interest and other  amounts due
to you from  Applicant  under or in connection  with any L/C  Documents  will be
reimbursed  or paid at the Payment  Office in Dollars in  immediately  available
funds without  setoff or  counterclaim  (i) on demand or, (ii) at your option by
your debiting any of  Applicant's  accounts with you, with each such debit being
made without presentment,  protest,  demand for reimbursement or payment, notice
of dishonor or any other notice  whatsoever,  all of which are hereby  expressly
waived by  Applicant.  Each such debit  will be made at the time each  Demand is
paid by you or,  if  earlier,  at the  time  each  amount  is paid by you to any
paying,  negotiating or other bank, or at the time each fee and expense is to be
paid or any interest or other amount is due under or in connection  with any L/C
Documents.  If any Demand or any fee, expense,  interest or other amount payable
under or in  connection  with any L/C  Documents is payable in a currency  other
than Dollars,  Applicant  agrees to reimburse you for all amounts paid by you on
such  Demand,  and/or to pay you all such  fees,  expenses,  interest  and other
amounts,  in one of the three  following ways, as determined by you in your sole
discretion in each case:  (a) at such place as you shall  direct,  in such other
currency; or (b) at the Payment Office in the Dollar equivalent of the amount of
such other currency calculated at the Rate of Exchange on the date determined by
you  in  your  sole  discretion;  or (c) at the  Payment  Office  in the  Dollar
equivalent,  as determined by you (which  determination  shall be deemed correct
absent manifest error), of such fees, expenses,  interest or other amounts or of
the actual cost to you of paying such Demand.  Applicant  assumes all political,
economic  and  other  risks of  disruptions  or  interruptions  in any  currency
exchange.

       SECTION 7.  AGREEMENTS  OF  APPLICANT.  Applicant  agrees that (a) unless
otherwise specifically provided in any Loan Document, you shall not be obligated
at any time to issue any Credit for Applicant's  account;  (b) unless  otherwise
specifically  provided in any Loan Document,  if any Credit is issued by you for
Applicant's  account, you shall not be obligated to issue any further Credit for
Applicant's account or to make other extensions of credit to Applicant or in any
other manner to extend any financial  consideration  to Applicant;  (c) you have
not given Applicant any legal or other advice with regard to any L/C Document or
Loan Document; (d) if you at any time discuss with Applicant the wording for any
Credit,  any such discussion will not constitute legal or other advice by you or
any  representation  or warranty by you that any wording or Credit will  satisfy
Applicant's  needs; (e) Applicant is responsible for the wording of each Credit,
including,  without limitation, any drawing conditions, and will not rely on you
in any way in connection  with the wording of any Credit or the  structuring  of
any  transaction  related  to  any  Credit;  (f)  Applicant,  and  not  you,  is
responsible  for entering  into the  contracts  relating to the Credits  between
Applicant and the  Beneficiaries  and for causing Credits to be issued;  (g) you
may,  as you  deem  appropriate,  modify  or  alter  and use in any  Credit  the
terminology  contained  on the  Application  for such  Credit;  (h)  unless  the
Application for a Credit specifies  whether the Documents to be presented with a
Demand  under such Credit must be sent to you in one parcel or in two parcels or
may be sent to you in any number of  parcels,  you may,  if you so desire,  make
such determination and specify in the Credit whether such Documents must be sent
in one parcel or two  parcels or may be sent in any number of  parcels;  (i) you
shall not be deemed  Applicant's  agent or the agent of any  Beneficiary  or any
other user of any Credit,  and neither  Applicant,  nor any  Beneficiary nor any
other user of any Credit shall be deemed your agent; (j) Applicant will promptly
examine  all  Documents  and each  Credit  if and when  they  are  delivered  to
Applicant  and, in the event of any claim of  noncompliance  of any Documents or
any Credit with Applicant's instructions or any Application,  or in the event of
any other  irregularity,  Applicant will promptly  notify you in writing of such

<PAGE>

noncompliance or irregularity; (k) all directions and correspondence relating to
any L/C Document  are to be sent at  Applicant's  risk;  (l) if any Credit has a
provision concerning the automatic extension of its Expiration Date, you may, at
your sole option, give notice of nonrenewal of such Credit and if Applicant does
not at any time want such Credit to be renewed  Applicant  will so notify you at
least  fifteen (15) calendar  days before you are to notify the  Beneficiary  of
such Credit or any  advising  bank of such  nonrenewal  pursuant to the terms of
such Credit;  (m) Applicant will not seek to obtain,  apply for, or acquiesce in
any  temporary  or  permanent   restraining  order,   preliminary  or  permanent
injunction,  permanent  injunction or any other pretrial or permanent injunctive
or similar  relief,  restraining,  prohibiting  or  enjoining  you,  any of your
correspondents or any advising,  confirming,  negotiating,  paying or other bank
from paying or negotiating any Demand or honoring any other  obligation under or
in  connection  with any  Credit;  and (n)  except for  Applicant's  obligations
specifically  affected by the actions  referred  to in  subsection  (vi) of this
Section  7(n),  Applicant's  obligations  under or in  connection  with each L/C
Document and Loan Document shall be absolute, unconditional and irrevocable, and
shall be  performed  strictly  in  accordance  with the  terms of each  such L/C
Document  and Loan  Document  under  all  circumstances  whatsoever,  including,
without limitation,  the following  circumstances,  the circumstances  listed in
Section  12(b)  through  (dd)  of  this  Agreement,   and  any  other  event  or
circumstance  similar  to such  circumstances:  (A)  any  lack  of  validity  or
enforceability  of any L/C  Document,  any Loan  Document,  any  Document or any
agreement  relating  to any of the  foregoing;  (B) any  amendment  of or waiver
relating to, or any consent to or departure  from,  any L/C  Document,  any Loan
Document or any  Document;  (C) any release or  substitution  at any time of any
Property  held as  Collateral;  (D) your  failure to deliver  to  Applicant  any
Document you have received with a drawing under a Credit because doing so would,
or is  likely  to,  violate  any  law,  rule  or  regulation  of any  government
authority; (E) the existence of any claim, set-off, defense or other right which
Applicant may have at any time against you or any  Beneficiary (or any person or
entity for whom any  Beneficiary  may be acting) or any other  person or entity,
whether under or in connection  with any L/C Document,  any Loan  Document,  any
Document or any  Property  referred to in or related to any of the  foregoing or
under or in  connection  with  any  unrelated  transaction;  (F) any  breach  of
contract or other  dispute  between or among any two or more of you,  Applicant,
any  Beneficiary,  any transferee of any  Beneficiary,  any person or entity for
whom any Beneficiary or any transferee of any Beneficiary may be acting,  or any
other person or entity; or (G) any delay, extension of time, renewal, compromise
or other  indulgence  granted  or  agreed  to by you with or  without  notice to
Applicant,   or  Applicant's   approval,   in  respect  of  any  of  Applicant's
indebtedness  or other  obligations  to you under or in connection  with any L/C
Document or any Loan Document.

       SECTION 8. COMPLIANCE WITH LAWS AND REGULATIONS. Applicant represents and
warrants to you that no Application, Credit or transaction under any Application
and/or Credit will  contravene  any law or  regulation of the  government of the
United  States or any state  thereof.  Applicant  agrees (a) to comply  with all
federal,  state and foreign  exchange  regulations and other government laws and
regulations  now or hereafter  applicable to any L/C  Document,  to any payments
under or in connection with any L/C Document,  to each  transaction  under or in
connection  with  any  L/C  Document,  or to the  import,  export,  shipping  or
financing of the Property  referred to in or shipped under or in connection with
any Credit,  and (b) to reimburse you for such amounts as you may be required to
expend as a result of such laws or regulations,  or any change therein or in the
interpretation  thereof by any court or administrative  or government  authority
charged with the administration of such laws or regulations.

       SECTION 9. TAXES, RESERVES AND CAPITAL ADEQUACY REQUIREMENTS. In addition
to, and  notwithstanding  any other  provision  of any L/C  Document or any Loan
Document,  in the  event  that any law,  treaty,  rule,  regulation,  guideline,
request,  order,  directive or determination (whether or not having the force of
law) of or from any government  authority,  including,  without limitation,  any
court, central bank or government regulatory authority, or any change therein or
in the interpretation or application  thereof,  (a) does or shall subject you to
any tax of any kind whatsoever with respect to the L/C Documents,  or change the
basis of taxation of payments to you of any amount  payable  thereunder  (except
for changes in the rate of tax on your net  income);  (b) does or shall  impose,
modify or hold applicable any reserve, special deposit,  assessment,  compulsory
loan,  Federal Deposit Insurance  Corporation  insurance or similar  requirement
against assets held by, deposits or other  liabilities in or for the account of,
advances or loans by, other credit extended by or any other acquisition of funds
by, any of your offices; (c) does or shall impose, modify or hold applicable any
capital adequacy  requirements  (whether or not having the force of law); or (d)
does or shall  impose on you any other  condition;  and the result of any of the
foregoing  is (i) to  increase  the cost to you of  issuing or  maintaining  any
Credit or of performing any transaction  under any L/C Document,  (ii) to reduce
any amount receivable by you under any L/C Document, or (iii) to reduce the rate

<PAGE>

of return on your capital or the capital of the Holding Company to a level below
that  which  you  or the  Holding  Company  could  have  achieved  but  for  any
imposition,  modification  or  application of any capital  adequacy  requirement
(taking into consideration your policy and the policy of the Holding Company, as
the case may be, with  respect to capital  adequacy),  and any such  increase or
reduction is material (as determined by you or the Holding Company,  as the case
may be, in your or the Holding  Company's  sole  discretion);  then, in any such
case, Applicant agrees to pay to you or the Holding Company, as the case may be,
such  amount or amounts as may be  necessary  to  compensate  you or the Holding
Company  for (A) any such  additional  cost,  (B) any  reduction  in the  amount
received  by you under any L/C  Document,  or (C) to the  extent  allocable  (as
determined  by you or the  Holding  Company,  as the case may be, in your or the
Holding  Company's sole  discretion)  to any L/C Document,  any reduction in the
rate of return on your capital or the capital of the Holding Company.

       SECTION 10. COLLATERAL.  In addition to, and not in substitution for, any
Property  delivered,  conveyed,  transferred  or  assigned to you under any Loan
Document as security for any or all of Applicant's  obligations  and liabilities
to you at any time existing under or in connection  with any L/C Document or any
Loan  Document,  Applicant  grants  to  you a  security  interest  in and to the
following  Collateral,  whether or not any such Collateral is in your possession
or control or the possession or control of your agents or  correspondents  or in
transit to, or set apart for, you or your agents or  correspondents,  until such
time as all Applicant's  obligations and liabilities to you at any time existing
under or in  connection  with each L/C Document and each Loan Document have been
fully paid and discharged, all as security for such obligations and liabilities,
(a) all Applicant's property,  claims, demands, right, title and interest in and
to the balance of each of  Applicant's  deposit  accounts with you now or at any
time hereafter  existing,  and all evidences of such deposit  accounts,  (b) all
Property  belonging to Applicant or in which it may have an interest,  now or at
any time hereafter delivered, conveyed,  transferred,  assigned, pledged or paid
to you or your agents or  correspondents  in any manner  whatsoever,  whether as
security or for safekeeping or otherwise,  including,  without  limitation,  any
items received for collection or  transmission,  and the proceeds of such items,
whether or not such  Property is in whole or in part  released to  Applicant  on
trust or bailee receipt or otherwise,  and (c) where  Applicant is more than one
person or entity,  all right, title and interest of each of Applicants in and to
all the Property which any of Applicants may now or hereafter obtain as security
for the  obligations  of any one or  more  of  Applicants  to one or more of the
others of  Applicants  arising under or in connection  with the  transaction  to
which any Credit relates.  Further, in addition to, and not in substitution for,
any Property delivered,  conveyed, transferred or assigned to you under any Loan
Document as security for any or all of Applicant's  obligations  and liabilities
to you at any time existing under or in connection  with any L/C Document or any
Loan Document,  Applicant agrees to deliver,  convey, transfer and assign to you
on demand, as security,  Property of a value and character  satisfactory to you,
(i) if you at any time feel insecure about Applicant's ability or willingness to
repay any amounts  which you have paid or may pay in the future on any Demand or
in  honoring  any  other of your  obligations  under or in  connection  with any
Credit,  or (ii)  without  limiting  the  generality  of the  foregoing,  if any
temporary or permanent  restraining order,  preliminary or permanent injunction,
or any other  pretrial or  permanent  injunctive  or similar  relief is obtained
restraining,  prohibiting or enjoining you, any of your  correspondents,  or any
advising,  confirming,   negotiating,  paying  or  other  bank  from  paying  or
negotiating any Demand or honoring any other  obligation  under or in connection
with any Credit.  Applicant agrees that the receipt by you or any of your agents
or  correspondents  at any  time of any  kind of  security,  including,  without
limitation,  cash,  shall not be deemed a waiver of any of your rights or powers
under this Agreement. Applicant agrees to sign and deliver to you on demand, all
such  deeds of  trust,  security  agreements,  financing  statements  and  other
documents as you shall at any time request  which are necessary or desirable (in
your sole opinion) to grant to you an effective and perfected  security interest
in and to any or all of the Collateral.  Applicant  agrees to pay all filing and
recording fees related to the perfection of any security interest granted to you
in accordance with this Section.  Applicant hereby agrees that any or all of the
Collateral  may be held and  disposed of as provided in this  Agreement  by you.
Upon any transfer,  sale, delivery,  surrender or endorsement of any Document or
Property  which is or was part of the  Collateral,  Applicant will indemnify and
hold you and your agents and  correspondents  harmless from and against each and
every claim,  demand,  action or suit which may arise against you or any of your
agents or correspondents by reason of such transfer,  sale, delivery,  surrender
or endorsement.

       SECTION 11. INDEMNIFICATION.  Except to the extent caused by your lack of
good faith, and notwithstanding any other provision of this Agreement, Applicant
agrees to  reimburse  and  indemnify  you for (a) all amounts paid by you to any

<PAGE>

Beneficiary  under or in connection  with any  guarantee or similar  undertaking
issued by such Beneficiary to a third party at Applicant's request, whether such
request  is   communicated   directly  by  Applicant  or  through  you  to  such
Beneficiary;  and (b) all damages, losses, liabilities,  actions, claims, suits,
penalties, judgments, obligations, costs or expenses, of any kind whatsoever and
howsoever caused, including,  without limitation,  attorneys' fees and interest,
paid,  suffered or incurred  by, or imposed  upon,  you  directly or  indirectly
arising out of or in connection  with (i) any L/C Document,  any Loan  Document,
any  Document or any  Property  referred  to in or related to any  Credit;  (ii)
Applicant's  failure to comply with any of its obligations under this Agreement;
(iii) the  issuance of any  Credit;  (iv) the  transfer  of any Credit;  (v) any
guarantee or similar undertaking, or any transactions thereunder,  issued by any
Beneficiary  to a third party at  Applicant's  request,  whether such request is
communicated directly by Applicant or through you to such Beneficiary;  (vi) any
communication  made by you,  on  Applicant's  instructions,  to any  Beneficiary
requesting that such Beneficiary  issue a guarantee or similar  undertaking to a
third party or the issuance of any such guarantee or similar undertaking;  (vii)
the collection of any amounts  Applicant owes to you under or in connection with
any L/C Document or any Loan Document;  (viii) the foreclosure against, or other
enforcement of, any Collateral; (ix) the protection,  exercise or enforcement of
your rights and  remedies  under or in  connection  with any L/C Document or any
Loan Document; (x) any court decrees or orders,  including,  without limitation,
temporary or permanent restraining orders, preliminary or permanent injunctions,
or any other pretrial or permanent  injunctive or similar  relief,  restraining,
prohibiting or enjoining or seeking to restrain,  prohibit or enjoin you, any of
your correspondents or any advising,  confirming,  negotiating,  paying or other
bank from  paying or  negotiating  any Demand or honoring  any other  obligation
under or in  connection  with any Credit;  or (xi) any Credit being  governed by
laws or rules  other  than the UCP in effect on the date such  Credit is issued.
The  indemnity  provided in this Section will  survive the  termination  of this
Agreement and the expiration or cancellation of any or all the Credits.

       SECTION 12. LIMITATION OF LIABILITY.  Notwithstanding any other provision
of this  Agreement,  neither you nor any of your agents or  correspondents  will
have any liability to Applicant for any action,  neglect or omission, if done in
good faith,  under or in  connection  with any L/C  Document,  Loan  Document or
Credit,  including,  without  limitation,  the issuance or any  amendment of any
Credit, the failure to issue or amend any Credit, or the honoring or dishonoring
of any Demand under any Credit, and such good faith action,  neglect or omission
will bind Applicant. Notwithstanding any other provision of any L/C Document, in
no event  shall you or your  officers  or  directors  be liable or  responsible,
regardless  of  whether  any  claim is based on  contract  or tort,  for (a) any
special,  consequential,  indirect or  incidental  damages,  including,  without
limitation,  lost profits,  arising out of or in connection with the issuance of
any Credit or any action  taken or not taken by you in  connection  with any L/C
Document,  any Loan  Document,  or any  Document or  Property  referred to in or
related to any Credit;  (b) the  honoring of any Demand in  accordance  with any
order or  directive  of any court or  government  or  regulatory  body or entity
requiring such honor despite any temporary restraining order, restraining order,
preliminary  injunction,  permanent  injunction  or  any  type  of  pretrial  or
permanent injunctive relief or any similar relief,  however named,  restraining,
prohibiting  or  enjoining  such  honor;  (c) the  dishonoring  of any Demand in
accordance  with any legal or other  restriction in force at the time and in the
place of presentment or payment;  (d) verifying the existence or  reasonableness
of any act or condition  referenced,  or any statement  made, in connection with
any drawing or  presentment  under any Credit;  (e) the use which may be made of
any  Credit;  (f) the  validity of any  purported  transfer of any Credit or the
identity  of any  purported  transferee  of any  Beneficiary;  (g)  any  acts or
omissions  of any  Beneficiary  or any other user of any  Credit;  (h) the form,
validity, sufficiency, correctness, genuineness or legal effect of any Demand or
any Document,  or of any signatures or  endorsements  on any Demand or Document,
even if any  Demand or any  Document  should  in fact  prove to be in any or all
respects invalid, insufficient,  fraudulent or forged; (i) payment by you of any
Demand when the Demand and any  accompanying  Documents  appear on their face to
comply  substantially  with the  terms of the  Credit  to which  they  relate or
dishonor by you of any Demand when the Demand and any accompanying  Documents do
not  strictly  comply on their  face with the terms of the  Credit to which they
relate;  (j) the  failure of any Demand or  Document  to bear any  reference  or
adequate  reference  to the Credit to which it  relates;  (k) the failure of any
Document to  accompany  any  Demand;  (l) the failure of any person or entity to
note the  amount of any  Demand  on the  Credit  to which it  relates  or on any
Document;  (m) the failure of any person or entity to  surrender  or take up any
Credit;  (n) the  failure  of any  Beneficiary  to comply  with the terms of any
Credit or to meet the  obligations  of such  Beneficiary  to Applicant;  (o) the
failure of any person or entity to send or forward  Documents if and as required
by  the  terms  of  any  Credit;  (p)  any  errors,   inaccuracies,   omissions,
interruptions or delays in transmission or delivery of any messages,  directions
or correspondence by mail, cable, telegraph,  wireless or otherwise,  whether or

<PAGE>

not they are in cipher; (q) any notice of nonrenewal of a Credit sent by you not
being received on time or at any time by the Beneficiary of such Credit; (r) any
inaccuracies in the translation of any messages,  directions or  correspondence;
(s) any Beneficiary's  use of the proceeds of any Demand;  (t) any Beneficiary's
failure to repay to you or Applicant  the proceeds of any Demand if the terms of
any Credit require such  repayment;  or (u) any act,  error,  neglect,  default,
negligence, gross negligence,  omission, willful misconduct, lack of good faith,
insolvency or failure in business of any of your agents or  correspondents or of
any advising, confirming,  negotiating,  paying or other bank. The occurrence of
any one or more of the contingencies referred to in the preceding sentence shall
not affect,  impair or prevent  the vesting of your rights or powers  under this
Agreement or any Loan Document or Applicant's  obligation to make  reimbursement
or payment to you under this Agreement or any Loan  Document.  The provisions of
this  Section  will  survive  the  termination  of this  Agreement  and any Loan
Documents and the expiration or cancellation of any or all the Credits.

       SECTION 13. EVENTS OF DEFAULT.  Each of the following shall constitute an
Event of Default  under  this  Agreement:  (a)  Applicant's  or any  Guarantor's
failure to pay any principal, interest, fee or other amount when due under or in
connection with any L/C Document or any Loan Document;  (b) Applicant's  failure
to deliver to you Property of a value and character  satisfactory  to you at any
time you have demanded  security from  Applicant  pursuant to Section 10 of this
Agreement; (c) the occurrence and continuance of any default or defined event of
default under any Loan Document or any other  agreement,  document or instrument
signed or made by Applicant or any Guarantor in your favor;  (d)  Applicant's or
any  Guarantor's  failure to perform or observe any term,  covenant or agreement
contained in this  Agreement or any Loan Document  (other than those referred to
in  subsections  (a),  (b) and (c) of this  Section,  or the breach of any other
obligation  owed by Applicant  or any  Guarantor to you, and any such failure or
breach shall be impossible to remedy or shall remain  unremedied for thirty (30)
calendar  days after  such  failure or breach  occurs;  (e) any  representation,
warranty or certification  made or furnished by Applicant or any Guarantor under
or in connection with any L/C Document, any Loan Document or any Collateral,  or
as an  inducement  to you to enter into any L/C Document or Loan  Document or to
accept any Collateral,  shall be materially false,  incorrect or incomplete when
made; (f) any material provision of this Agreement or any Loan Document shall at
any time for any  reason  cease to be valid  and  binding  on  Applicant  or any
Guarantor  or  shall  be  declared  to be null  and  void,  or the  validity  or
enforceability  thereof  shall be contested by  Applicant,  any Guarantor or any
government agency or authority, or Applicant or any Guarantor shall deny that it
has any or further  liability  or  obligation  under this  Agreement or any Loan
Document;  (g) Applicant's or any Guarantor's failure to pay or perform when due
any  indebtedness  or other  obligation  Applicant or such  Guarantor has to any
person  or  entity  other  than  you if such  failure  gives  the  payee of such
indebtedness  or the beneficiary of the performance of such obligation the right
to accelerate  the time of payment of such  indebtedness  or the  performance of
such  obligation;  (h)  any  guarantee  of,  or any  security  covering,  any of
Applicant's  indebtedness  to you arising  under or in  connection  with any L/C
Document or any Loan Document  fails to be in full force and effect at any time;
(i) any material  adverse  change in Applicant's  or any  Guarantor's  financial
condition;  (j) Applicant or any Guarantor suspends the transaction of its usual
business or is expelled or suspended  from any  exchange;  (k)  Applicant or any
Guarantor dies or is incapacitated;  (l) Applicant or any Guarantor dissolves or
liquidates;  (m) Applicant or any Guarantor is not generally paying its debts as
they become due; (n) Applicant or any Guarantor becomes insolvent,  however such
insolvency  may be evidenced,  or Applicant or any  Guarantor  makes any general
assignment  for the benefit of creditors;  (o) a petition is filed by or against
Applicant or any Guarantor seeking  Applicant's or such Guarantor's  liquidation
or reorganization under the Bankruptcy Reform Act, Title 11 of the United States
Code, as amended or recodified from time to time, or a similar action is brought
by or against  Applicant or any  Guarantor  under any federal,  state or foreign
law; (p) a proceeding is instituted by or against Applicant or any Guarantor for
any relief under any bankruptcy,  insolvency or other law relating to the relief
of  debtors,  reorganization,  readjustment  or  extension  of  indebtedness  or
composition with creditors; (q) a custodian or a receiver is appointed for, or a
writ or order of attachment,  execution or garnishment is issued, levied or made
against,  any of  Applicant's  or any  Guarantor's  Property  or assets;  (r) an
application is made by any of Applicant's or any Guarantor's  judgment creditors
for an order  directing you to pay over money or to deliver other of Applicant's
or such Guarantor's Property; or (s) any government authority or any court takes
possession of any substantial part of Applicant's or any Guarantor's Property or
assets or assumes control over Applicant's or any Guarantor's affairs.
<PAGE>

       SECTION 14. REMEDIES. Upon the occurrence and continuance of any Event of
Default all amounts  paid by you on any Demand  which have not  previously  been
repaid to you,  together with all interest on such  amounts,  and the Unpaid and
Undrawn  Balance,  if any, shall  automatically be owing by Applicant to you and
shall be due and payable by Applicant on demand without presentment or any other
notice of any kind,  including,  without  limitation,  notice of nonperformance,
notice  of  protest,  protest,  notice  of  dishonor,  notice  of  intention  to
accelerate,  or notice of  acceleration,  all of which are  expressly  waived by
Applicant. Upon payment of the Unpaid and Undrawn Balance to you Applicant shall
have no  further  legal  or  equitable  interest  therein,  and you  will not be
required to  segregate  on your books or records the Unpaid and Undrawn  Balance
paid by Applicant.  After you receive the Unpaid and Undrawn Balance,  you agree
to pay to Applicant,  upon  termination of all of your  liability  under all the
Credits and  Demands,  a sum equal to the amount  which has not been drawn under
all the Credits less all amounts due and owing to you from Applicant under or in
connection  with the L/C Documents  and the Loan  Documents.  Further,  upon the
occurrence and  continuance of any Event of Default,  you may sell  immediately,
without demand for payment,  advertisement or notice to Applicant,  all of which
are hereby expressly waived, any and all Collateral, received or to be received,
at private sale or public  auction or at brokers'  board or upon any exchange or
otherwise,  at your option, in such parcel or parcels, at such times and places,
for such prices and upon such terms and  conditions as you may deem proper,  and
you may apply the net proceeds of each sale, together with any sums due from you
to Applicant, to the payment of any and all obligations and liabilities due from
Applicant  to you under or in  connection  with the L/C  Documents  and the Loan
Documents,  all without  prejudice to your rights against Applicant with respect
to any and all such  obligations and liabilities  which may be or remain unpaid.
If any such sale be at brokers' board or at public auction or upon any exchange,
you may yourself be a purchaser at such sale free from any right of  redemption,
which Applicant hereby expressly waive and release. All your rights and remedies
existing  under the L/C Documents and the Loan Documents are in addition to, and
not  exclusive  of,  any rights or  remedies  otherwise  available  to you under
applicable  law.  In  addition  to any rights  now or  hereafter  granted  under
applicable  law,  and not by way of  limitation  of any  such  rights,  upon the
occurrence and continuance of any Event of Default,  Applicant hereby authorizes
you at any time or from  time to time,  without  notice to  Applicant  or to any
other person (any such notice being hereby expressly waived by Applicant) and to
the extent permitted by law, to appropriate and to apply any and all Applicant's
deposits  (general  or  special,  including,  without  limitation,  indebtedness
evidenced by certificates of deposit) with you or elsewhere,  whether matured or
unmatured, and any other indebtedness at any time held or owing by you to or for
Applicant's  credit  or its  account,  against  and on  account  of  Applicant's
obligations  and  liabilities to you under or in connection  with any of the L/C
Documents or the Loan  Documents,  irrespective of whether or not you shall have
made any demand for payment of any or all such  obligations  and  liabilities or
declared any or all such obligations and liabilities to be due and payable,  and
although any or all such  obligations  and  liabilities  shall be  contingent or
unmatured.

       SECTION 15. WAIVERS. No delay, extension of time, renewal,  compromise or
other  indulgence which may occur or be granted by you under any L/C Document or
any Loan Document shall impair your rights or powers under this Agreement or any
Application.  You shall not be deemed to have  waived any of your  rights  under
this  Agreement or any  Application  unless such waiver is in writing  signed by
your  authorized  representative.  No such  waiver,  unless  expressly  provided
therein, shall be effective as to any transactions which occur subsequent to the
date of such waiver or as to the  continuance of any Event of Default after such
waiver. No amendment or modification of this Agreement shall be effective unless
it is in writing signed by Applicant's and your authorized representative(s).

       SECTION 16.  AMENDMENTS  AND  MODIFICATIONS  TO CREDITS.  At  Applicant's
verbal or written request,  or with Applicant's  verbal or written consent,  and
without extinguishing or otherwise affecting Applicant's  obligations under this
Agreement or any Loan Document,  you may with respect to any Credit,  in writing
or by any other  action,  but you will not be  obligated  to, (a)  increase  the
amount of such  Credit,  (b) extend the time for,  and amend or modify the terms
and conditions  governing,  the making and honoring of any Demand or Document or
any other terms and  conditions of such Credit,  or (c) waive the failure of any
Demand or Document to comply with the terms of such Credit,  and any  Collateral
pledged or granted to you in connection with such Credit will secure Applicant's
obligations  to you with respect to such Credit as amended,  modified or waived.
No  amendment  to, or  modification  of,  the terms of any  Credit  will  become
effective if the  Beneficiary of such Credit or any  confirming  bank objects to
such  amendment  or  modification.  If any  Credit is  amended  or  modified  in
accordance with this Section,  Applicant shall be bound by, and obligated under,
the  provisions of this  Agreement  with respect to such Credit as so amended or
modified, and any action taken by you or any advising, confirming,  negotiating,
paying or other bank in accordance with such amendment or modification.
<PAGE>

       SECTION 17.  SUCCESSORS  AND ASSIGNS.  The terms and  conditions  of this
Agreement  and  each  Application  shall  bind  Applicant's  heirs,   executors,
administrators,  successors and assigns, and all rights, benefits and privileges
conferred  on you under or in  connection  with each L/C  Document and each Loan
Document shall be and hereby are extended to, conferred upon and may be enforced
by your  successors  and assigns.  Applicant  will not assign this  Agreement or
Applicant's  obligations or  liabilities to you under or in connection  with any
L/C Document or Loan Document to any person or entity without your prior written
approval.

       SECTION 18.  GOVERNING  LAW.  This  Agreement and each  Application,  and
Applicant's  and your  performance  under this  Agreement and each  Application,
shall be governed by and be construed in  accordance  with the laws of the State
of California.  Unless you otherwise specifically agree in writing, each Credit,
the opening of each Credit,  the  performance by you under each Credit,  and the
performance by the Beneficiary and any advising, confirming, negotiating, paying
or other  bank under each  Credit,  shall be  governed  by and be  construed  in
accordance with the UCP in force on the date of the issuance of each Credit.  In
the event that any Credit issued  pursuant to this  Agreement  states that it is
governed by the laws of a jurisdiction other than the State of California,  then
your performance under such Credit shall be governed.

       SECTION 19.  JURISDICTION  AND SERVICE OF  PROCESS.  Any suit,  action or
proceeding  against  Applicant under or with respect to any L/C Document may, at
your sole option,  be brought in (a) the courts of the State of California,  (b)
the United States District  Courts in California,  (c) the courts of Applicant's
jurisdiction  of  incorporation  or principal  office,  or (d) the courts of the
jurisdiction  where any  Beneficiary,  any  advising,  confirming,  negotiating,
paying or other bank, or any other person or entity has brought any suit, action
or  proceeding  against  you with  respect  to any  Credit  or any  Demand,  and
Applicant hereby submits to the nonexclusive jurisdiction of such courts for the
purpose of any such suit,  action,  proceeding  or judgment and waives any other
preferential  jurisdiction by reason of domicile.  Applicant will accept joinder
in any suit, action or proceeding  brought in any court or jurisdiction  against
you by any Beneficiary, any advising, confirming,  negotiating,  paying or other
bank or any other  person or entity  with  respect to any Credit or any  Demand.
Applicant irrevocably waives trial by jury and any objection, including, without
limitation,  any objection of the laying of venue or any objection  based on the
grounds of forum non  conveniens,  which  Applicant may now or hereafter have to
the  bringing of any such action or  proceeding.  Applicant  further  waives any
right to transfer or change the venue of any suit, action or proceeding  brought
against Applicant by you under or in connection with any L/C Document. Applicant
irrevocably  consents to the service of process in any action or  proceeding  in
any court by the mailing of copies  thereof by  registered  or  certified  mail,
postage prepaid,  to Applicant at its address specified next to its signature on
this Agreement or at such other address as Applicant  shall have notified to you
in writing, such service to be effective ten (10) days after such mailing.

       SECTION 20. JOINT  APPLICANTS.  If this  Agreement is signed by more than
one person and/or entity as an Applicant,  this  Agreement and the  Applications
shall be the joint and several agreement of all such persons and/or entities and
that all references to "Applicant"  or  "Applicant's"  in this Agreement and the
Applications  shall  refer to all  such  persons  and/or  entities  jointly  and
severally.

       SECTION 21.  SEVERABILITY.  Any  provision of any L/C  Document  which is
prohibited  or  unenforceable  in any  jurisdiction  shall  be,  only as to such
jurisdiction, ineffective to the extent of such prohibition or unenforceability,
but all the  remaining  provisions  of such L/C  Document  and all the other L/C
Documents shall remain valid.

       SECTION  22.  HEADINGS.  The  headings  used  in this  Agreement  are for
convenience  of reference  only and shall not define or limit the  provisions of
this Agreement.

       SECTION 23. CREDIT AGREEMENT.  This Agreement and any related Application
have been entered into pursuant to the Secured Credit  Agreement dated August 8,
2007, among Applicant,  as Borrower,  Wells Fargo, as Agent, and other financial
institutions  (the  "Credit  Agreement").  For so long as the  Credit  Agreement
remains in effect,  the provisions of Sections 4, 5, 6, 9, 10, 13, 14, and 15 of
this Agreement shall not be effective. In the event that the Credit Agreement is
terminated and any Credit remains  outstanding,  then the provisions of Sections
4, 5, 6, 9, 10, 13, 14, and 15 hereof shall  thereafter apply to all outstanding
Credits until the obligations of the Applicant thereunder have been satisfied in
full.
<PAGE>

     ADDITIONAL PROVISIONS APPLICABLE IF THE APPLICANT IS LOCATED IN OREGON
     ----------------------------------------------------------------------

       Section  Oregon 1.  UNDER  OREGON  LAW,  MOST  AGREEMENTS,  PROMISES  AND
COMMITMENTS  MADE BY A LENDER AFTER OCTOBER 3, 1989  CONCERNING  LOANS AND OTHER
CREDIT



EXTENSIONS WHICH ARE NOT FOR PERSONAL,  FAMILY, OR HOUSEHOLD PURPOSES OR SECURED
SOLELY BY THE BORROWER'S  RESIDENCE MUST BE IN WRITING,  EXPRESS  CONSIDERATION,
AND BE SIGNED BY THE LENDER TO BE ENFORCEABLE.

   ADDITIONAL PROVISIONS APPLICABLE IF THE APPLICANT IS LOCATED IN WASHINGTON
   --------------------------------------------------------------------------

       Section  Washington 1. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY,
EXTEND CREDIT OR FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE
UNDER WASHINGTON LAW.

    ADDITIONAL PROVISIONS APPLICABLE IF THE APPLICANT IS LOCATED IN NEBRASKA
    ------------------------------------------------------------------------

       Section  Nebraska  1.  ENFORCEABILITY  OF WRITTEN  TERMS  ONLY.  A CREDIT
AGREEMENT  MUST BE IN WRITING TO BE  ENFORCEABLE  UNDER NEBRASKA LAW. TO PROTECT
THE  PARTIES  FROM  ANY  MISUNDERSTANDINGS  OR  DISAPPOINTMENTS,  ANY  CONTRACT,
PROMISE,  UNDERTAKING  OR OFFER TO  FOREBEAR  REPAYMENT  OF MONEY OR TO MAKE ANY
OTHER FINANCIAL  ACCOMMODATION IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR
EXTENSION  OF  CREDIT,  OR ANY  AMENDMENT  OF,  CANCELLATION  OF,  WAIVER OF, OR
SUBSTITUTION  FOR ANY OR ALL OF THE TERMS OR  PROVISIONS  OF ANY  INSTRUMENT  OR
DOCUMENT EXECUTED IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF
CREDIT, MUST BE IN WRITING TO BE EFFECTIVE.

      ADDITIONAL PROVISIONS APPLICABLE IF THE APPLICANT IS LOCATED IN IOWA
      --------------------------------------------------------------------

       Section  Iowa 1.  IMPORTANT:  READ  BEFORE  SIGNING.  THE  TERMS  OF THIS
AGREEMENT  SHOULD BE READ  CAREFULLY  BECAUSE  ONLY THOSE  TERMS IN WRITING  ARE
ENFORCEABLE.  NO OTHER TERMS OR ORAL  PROMISES  NOT  CONTAINED  IN THIS  WRITTEN
CONTRACT  MAY BE LEGALLY  ENFORCED.  YOU MAY CHANGE THE TERMS OF THIS  AGREEMENT
ONLY BY ANOTHER WRITTEN AGREEMENT.

      ADDITIONAL PROVISIONS APPLICABLE IF APPLICANT IS LOCATED IN MISSOURI
      --------------------------------------------------------------------

       ORAL  AGREEMENTS  OR  COMMITMENTS  TO LOAN MONEY,  EXTEND  CREDIT,  OR TO
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW
SUCH DEBT ARE NOT ENFORCEABLE  REGARDLESS OF LEGAL THEORY UPON WHICH IT IS BASED
THAT IS IN ANY WAY RELATED TO THIS  AGREEMENT.  TO PROTECT YOU (BORROWER) AND US
(LENDERS AND AGENT) FROM  MISUNDERSTANDING  OR DISAPPOINTMENT,  ANY AGREEMENT WE
REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE
AND  EXCLUSIVE  STATEMENT OF THE  AGREEMENT  BETWEEN US,  EXCEPT AS WE MAY LATER
AGREE IN WRITING TO MODIFY IT.

       Section Iowa 2. By signing this Agreement, Applicant acknowledges receipt
of a copy of this Agreement.

       This Agreement is signed by Applicant's duly authorized representative or
representatives on the date specified below.

<TABLE>
<CAPTION>

<S>         <C>                                                                  <C>
            ------------------------------------------------                     -------------------------------------------------
                          [Applicant's Name]                                                    [Applicant's Name]

       By:                                                                  By:
            ------------------------------------------------                     -------------------------------------------------
            ------------------------------------------------                     -------------------------------------------------

    Title:                                                               Title:
            ------------------------------------------------                     -------------------------------------------------
            ------------------------------------------------                     -------------------------------------------------
                               Signature                                                            Signature
  Address:                                                             Address:
            ------------------------------------------------                     -------------------------------------------------
            ------------------------------------------------                     -------------------------------------------------
            ------------------------------------------------                     -------------------------------------------------
     Date:                                                                Date:
            ------------------------------------------------                     -------------------------------------------------
</TABLE>





<PAGE>

<TABLE>
<CAPTION>

                                                        EXHIBIT 1.1 F

                                                   LOAN COMMITMENT AMOUNTS


------------------------------------------------------------------------------------------------------------------------------------
                                 Revolving
                                  Credit
         Name                   Commitment               Initial
                                  Amount                Term Loan         Percentages               Notice Address
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                    <C>                  <C>                    <C>  <C>
Wells Fargo Bank,             $32,500,000.00         $9,100,000.00        26.0000000%       MAC N2790-142
    National                                                                                100 South Hanley Road, Suite 1400
    Association, as a                                                                       St. Louis, Missouri 63105
    Bank                                                                                    Catherine M. Morrissey
                                                                                            Telecopier:(314) 863-6815

------------------------------------------------------------------------------------------------------------------------------------
JP Morgan Chase Bank,         $17,500,000.00         $4,900,000.00        14.0000000%       Commercial Banking
    N.A.                                                                                    JPMorgan Chase
                                                                                            IL1-1110
                                                                                            120 South LaSalle, 3rd Floor
                                                                                            Chicago,Illinois 60603
                                                                                            Attention: Kristin Paszcak
                                                                                            Telecopier: (312) 661-9511

------------------------------------------------------------------------------------------------------------------------------------
LaSalle Bank National         $17,500,000.00         $4,900,000.00        14.0000000%       One North Brentwood, Suite 950
    Association                                                                             Clayton, Missouri 63105
                                                                                            Attention: Robert J. Mathias
                                                                                            Telecopier: (314) 621-1612

------------------------------------------------------------------------------------------------------------------------------------
The Northern Trust            $10,000,000.00         $2,800,000.00        08.0000000%       50 South LaSalle Street, L-09
    Company                                                                                 Chicago, Illinois 60603
                                                                                            Attention: Lisa McDermott
                                                                                            Telecopier: (312) 444-4906

------------------------------------------------------------------------------------------------------------------------------------
Union Bank of                 $15,000,000.00         $4,200,000.00        12.0000000%       445 South Figureroa Street
    California, N.A.                                                                        Los Angeles, California 90071
                                                                                            Attention: Dennis A. Cattell
                                                                                            Telecopier: (213) 236-5548

------------------------------------------------------------------------------------------- ----------------------------------------
Fifth Third Bank              $15,000,000.00         $4,200,000.00        12.0000000%       222 South Riverside Plaza,
    (Chicago)                                                                                  33rd Floor
                                                                                            MD GRVR3B
                                                                                            Chicago, Illinois 60606
                                                                                            Attention: Peter Caligiuri
                                                                                            Telecopier: (312) 704-4115

------------------------------------------------------------------------------------------------------------------------------------
U.S. Bank National            $17,500,000.00         $4,900,000.00        14.0000000%       Correspondent Banking
    Association                                                                             One U.S. Bank Plaza
                                                                                            Mailcode: SL-MO-T11S
                                                                                            St. Louis, Missouri   63101
                                                                                            Attention:  Jaycee D. Greene, VP
                                                                                            Telecopier:  (314) 418-2173
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>




<PAGE>

                                  EXHIBIT 1.1 G

                                 REVOLVING NOTE

$_________________                                           St. Louis, Missouri

                                                                 August 8, 2007

       For value  received,  the  undersigned  FIRST  BANKS,  INC.,  a  Missouri
corporation  (the  "Borrower"),  hereby promises to pay on the Revolving  Credit
Termination  Date (as defined in the Credit  Agreement,  defined below),  to the
order of _____________,  a _____________ (the "Lender"),  at the office of Wells
Fargo Bank,  National  Association,  as agent (the  "Agent") at Sixth Street and
Marquette Avenue,  Minneapolis,  Minnesota,  or at any other place designated at
any time in accordance with the Credit  Agreement (as hereinafter  defined),  in
lawful money of the United States of America and in immediately available funds,
the  principal sum of up to  _______________  Dollars  ($______________)  or, if
less, the aggregate  unpaid  principal amount of all Revolving Loans, as defined
in the Credit  Agreement,  made by the Lender to the Borrower  under the Secured
Credit  Agreement  together  with  interest on the  principal  amount  hereunder
remaining  unpaid from time to time (the "Principal  Balance"),  computed on the
basis of the actual  number of days  elapsed and a 360-day  year,  from the date
hereof  until this Note is fully paid at the rate  determined  from time to time
under the Credit  Agreement  dated  August 8, 2007 (as the same may be  amended,
supplemented or restated from time to time, the "Credit Agreement") by and among
the Borrower,  the Lenders from time to time party thereto and Wells Fargo Bank,
National  Association,  as Agent for the  Lenders  thereunder.  This Note may be
prepaid only in accordance with the Credit Agreement.

       This Note is issued pursuant,  and is subject,  to the Credit  Agreement,
which provides,  among other things,  for  acceleration  hereof.  This Note is a
"Revolving Note" referred to in the Credit Agreement.

       This  Note is  secured,  among  other  things,  pursuant  to the  several
security agreements  delivered pursuant to the Credit Agreement,  and may now or
hereafter  be  secured  by  one or  more  other  security  agreements  or  other
instruments or agreements.

       The  Borrower  hereby  agrees to pay all costs of  collection,  including
reasonable attorneys' fees and legal expenses in the event this Note is not paid
when due, whether or not legal proceedings are commenced.

       Presentment  or other demand for payment,  notice of dishonor and protest
are expressly waived.

                                           FIRST BANKS, INC.

                                           By ________________________________
                                              Its ___________________________




<PAGE>

                                  EXHIBIT 1.1 H

                         SAN FRANCISCO COMPANY GUARANTY

                                                                  August 8, 2007

       This  Guaranty is made as of August 8, 2007 by the  undersigned,  THE SAN
FRANCISCO  COMPANY,  a  Delaware  corporation,  in favor of  WELLS  FARGO  BANK,
NATIONAL ASSOCIATION, a national banking association, as Agent for the "Lenders"
pursuant to the Secured Credit Agreement described below (the "Agent").

                                    RECITALS

       First  Banks,  Inc.  (the  "Borrower"),  the Agent and certain  financial
institutions  have  executed a Secured  Credit  Agreement  dated as of August 8,
2007, (the "Credit  Agreement"),  pursuant to which such financial  institutions
(the  "Lenders")  have agreed to lend up to  $125,000,000  to the Borrower (with
Borrower  having the right to increase the credit  facilities by an amount up to
$25,000,000)  and  pursuant  to  which  the  Agent  has  agreed  to  issue up to
$5,000,000  in face  amount of standby  letters of credit for the account of the
Borrower.

       One  condition to the Lenders'  and Agent's  commitment  under the Credit
Agreement is that the  undersigned  execute,  deliver and perform this Guaranty,
thereby  guaranteeing the payment and performance of all debts,  liabilities and
obligations  of the  Borrower  to the Agent and the  Lenders  arising out of the
Credit  Agreement  and any  extensions,  renewals or  replacements  thereof (the
"Indebtedness").

       Now, therefore,  in consideration of the premises, the undersigned hereby
agrees as follows:

       1.   No act or  thing  need  occur  to  establish  the  liability  of the
undersigned hereunder, and no act or thing, except full payment and discharge of
all Indebtedness,  shall in any way exonerate the undersigned or modify, reduce,
limit, or release the liability of the undersigned hereunder.

       2.   This  is  an  absolute,  unconditional  and  continuing  guaranty of
payment of the  Indebtedness  and shall  continue  to be in force and be binding
upon the  undersigned,  whether or not all  Indebtedness is paid in full,  until
this Guaranty is revoked  prospectively  as to future  transactions,  by written
notice  actually  received  by the  Agent,  and  such  revocation  shall  not be
effective as to  Indebtedness  existing or  committed  for at the time of actual
receipt  of such  notice by the Agent,  or as to any  renewals,  extensions  and
refinancings thereof.

       3.   If  the  undersigned  shall  be  dissolved  or  shall  be  or become
insolvent  then the Agent  shall have the right to declare  immediately  due and
payable, and the undersigned will forthwith pay to the Agent, the full amount of
all  Indebtedness,  whether due and  payable or  unmatured.  If the  undersigned
voluntarily   commences  or  there  is  commenced   involuntarily   against  the
undersigned a case under the United States  Bankruptcy  Code, the full amount of
all Indebtedness, whether due and payable or unmatured, shall be immediately due
and payable without demand or notice thereof.

       4.   The undersigned  shall be liable for all Indebtedness,  without  any
limitation as to amount,  plus accrued interest thereon and all attorneys' fees,
collection costs and enforcement expenses referable thereto. Indebtedness may be
created and continued in any amount,  whether or not in excess of such principal
amount,  without  affecting  or  impairing  the  liability  of  the  undersigned
hereunder. The Agent may apply any sums received by or available to the Agent on
account of the  Indebtedness  from  Borrower  or any other  person  (except  the
undersigned),  from their properties, out of any collateral security or from any
other source to payment of the excess.  Such  application  of receipts shall not
reduce, affect or impair the liability of the undersigned hereunder.

       5.   The  undersigned   will  not   exercise  or  enforce  any  right  of
contribution,   reimbursement,   recourse  or   subrogation   available  to  the
undersigned  against any person liable to payment of the Indebtedness,  or as to
any collateral security therefor, unless and until all of the Indebtedness shall
have been fully paid and discharged.

       6.   The undersigned will pay or  reimburse  the  Agent for all costs and
expenses (including  reasonable  attorneys' fees and legal expenses) incurred by
the Agent in connection  with the  protection,  defense or  enforcement  of this
Guaranty in any litigation or bankruptcy or insolvency proceedings.
<PAGE>

       7.   Whether or not any existing relationship between the undersigned and
Borrower  has been  changed or ended and whether or not this  Guaranty  has been
revoked,  the Agent may, but shall not be obligated to, enter into  transactions
resulting in the creation or continuance of Indebtedness, without any consent or
approval  by the  undersigned  and without  any notice to the  undersigned.  The
liability  of the  undersigned  shall not be  affected or impaired by any of the
following acts or things (which the Agent is expressly authorized to do, omit or
suffer from time to time,  both before and after  revocation  of this  Guaranty,
without  notice  to or  approval  by the  undersigned):  (i) any  acceptance  of
collateral security,  guarantors,  accommodation  parties or sureties for any or
all  Indebtedness;  (ii) any one or more  extensions or renewals of Indebtedness
(whether or not for longer than the original  period) or any modification of the
interest  rates,  maturities  or  other  contractual  terms  applicable  to  any
Indebtedness;  (iii) any waiver or indulgence granted to Borrower,  any delay or
lack  of  diligence  in the  enforcement  of  Indebtedness,  or any  failure  to
institute  proceedings,  file a claim,  give any  required  notices or otherwise
protect any Indebtedness,  (iv) any full or partial release of, settlement with,
or agreement not to sue,  Borrower or any other guarantor or other person liable
in  respect  of  any  Indebtedness;   (v)  any  discharge  of  any  evidence  of
Indebtedness  or  the  acceptance  of  any  instrument  in  renewal  thereof  or
substitution therefor; (vi) any failure to obtain collateral security (including
rights of  setoff)  for  Indebtedness,  or to see to the  proper  or  sufficient
creation and perfection  thereof,  or to establish the priority  thereof,  or to
protect,  insure,  or enforce  any  collateral  security;  or any  modification,
substitution,  discharge,  impairment, or loss of any collateral security; (vii)
any foreclosure or enforcement of any collateral  security;  (viii) any transfer
of any  Indebtedness or any evidence  thereof;  (ix) any order of application of
any payments or credits upon  Indebtedness;  (x) any election by the Agent under
ss. 1111(b)(2) of the United States Bankruptcy Code.

       8.   The undersigned waives any and all  defenses,  claims and discharges
of  Borrower,  or any other  obligor,  pertaining  to  Indebtedness,  except the
defense of discharge by payment in full.  Without limiting the generality of the
foregoing,  the undersigned will not assert,  plead or enforce against the Agent
any defense of waiver, release, discharge in bankruptcy, statute of limitations,
res judicata,  statute of frauds,  anti-deficiency  statute, fraud,  incapacity,
minority,  usury,  illegality  or  unenforceability  which may be  available  to
Borrower  or any other  person  liable in  respect of any  Indebtedness,  or any
setoff available against the Agent to Borrower or any such other person, whether
or not on account of a related  transaction.  The undersigned  expressly  agrees
that the  undersigned  shall be and remain liable for any  deficiency  remaining
after foreclosure of any mortgage or security  interest  securing  Indebtedness,
whether  or not  the  liability  of  Borrower  or any  other  obligor  for  such
deficiency is discharged pursuant to statute or judicial decision.

       9.   The undersigned waives  presentment,  demand for payment,  notice of
dishonor or nonpayment,  and protest of any instrument evidencing  Indebtedness.
The Agent shall not be required first to resort for payment of the  Indebtedness
to Borrower or other persons or their properties,  or first to enforce,  realize
upon or exhaust any collateral security for Indebtedness,  before enforcing this
Guaranty.

       10.  If any  payment  applied by the  Agent to Indebtedness is thereafter
set aside,  recovered,  rescinded  or  required  to be  returned  for any reason
(including, without limitation, the bankruptcy,  insolvency or reorganization of
Borrower  or any other  obligor),  the  Indebtedness  to which such  payment was
applied shall for the purposes of this  Guaranty be deemed to have  continued in
existence,   notwithstanding  such  application,  and  this  Guaranty  shall  be
enforceable as to such  Indebtedness  as fully as if such  application had never
been made.

       11.  The liability of the undersigned  under this Guaranty is in addition
to and shall be cumulative with all other  liabilities of the undersigned to the
undersigned  as guarantor or  otherwise,  without any  limitation  as to amount,
unless the instrument or agreement  evidencing or creating such other  liability
specifically provides to the contrary.

       12.  This Guaranty shall be effective upon delivery to the Agent, without
further act,  condition or  acceptance  by the Agent,  shall be binding upon the
undersigned and the successors and assigns of the undersigned and shall inure to
the  benefit of the Agent and the  Lenders  and their  respective  participants,
successors and assigns.  Any invalidity or  unenforceability of any provision or
application  of this  Guaranty  shall not affect  other  lawful  provisions  and
application hereof, and to this end the provisions of this Guaranty are declared
to be severable. This Guaranty may not be waived, modified, amended, terminated,
released or otherwise  changed except by a writing signed by the undersigned and
the Agent. This Guaranty shall be governed by the laws of the State of Missouri.
The undersigned  waives notice of the Agent's  acceptance  hereof and waives the
right to a trial by jury in any action based on or pertaining to this Guaranty.
<PAGE>

       13.  This  Guaranty,  and each and all of the  undersigned's  obligations
hereunder,  is secured by that certain San Francisco Company Security  Agreement
of even date herewith,  as hereafter amended,  modified and supplemented and may
now be secured by one or more other security  agreements or other instruments or
agreements.

       In witness whereof,  the undersigned has executed this Guaranty as of the
day and year first above written.



                                            THE SAN FRANCISCO COMPANY

                                            By _________________________________
                                               Its _____________________________





<PAGE>

                                  EXHIBIT 1.1 I

                    SAN FRANCISCO COMPANY SECURITY AGREEMENT

       This  Agreement  is made as of August 8,  2007,  by and  between  THE SAN
FRANCISCO  COMPANY,  a Delaware  Corporation  ("Debtor")  and WELLS  FARGO BANK,
NATIONAL ASSOCIATION, a national banking association, as Agent for the "Lenders"
pursuant to the Secured Credit Agreement described below ("Secured Party").

                                    RECITALS

       First Banks, Inc., a Missouri corporation (the "Borrower"), Secured Party
and certain  financial  institutions  have executed a Secured  Credit  Agreement
dated as of August 8, 2007,  (the  "Credit  Agreement"),  pursuant to which such
financial institutions (the "Lenders") have agreed to lend up to $125,000,000 to
Borrower (with Borrower having the right to increase the credit facilities by an
amount up to  $25,000,000)  and  pursuant to which  Secured  Party has agreed to
issue up to  $5,000,000  in face  amount of  standby  letters  of credit for the
account of Borrower.

       One condition to the Lenders' and Secured Party's  commitments  under the
Credit  Agreement is that Debtor  execute,  deliver and perform this  Agreement,
thereby granting a security interest to Secured Party, as agent for the Lenders,
in  the   Collateral   described   herein  for  the  purpose  of  securing   all
"Indebtedness",  as that term is defined in that  certain  Guaranty of even date
herewith given by Debtor for the benefit of Secured Party (the "Guaranty").

       Now,  therefore,   in  consideration  of  the  premises  and  the  mutual
agreements herein set forth, the parties hereto hereby agree as follows:

       1.      Security  Interest and  Collateral.  To  secure  the  prompt  and
complete  payment  and  performance  of both said  Indebtedness  and any and all
obligations   of  Debtor   arising  under  or  on  account  of  this   Agreement
(collectively  the "Secured  Obligations"),  Debtor hereby grants  Secured Party
(for its own  account  and as agent for the  Lenders) a security  interest  (the
"Security  Interest")  in (i) all of the capital stock of First Bank, a Missouri
state  bank,  owned by  Debtor,  and (ii) any  capital  stock  that  Debtor  may
hereafter  acquire and deliver to Secured  Party  pursuant to Section 8.8 of the
Credit  Agreement,  and (iii) all proceeds of such  capital  stock and all other
rights in connection with such property (collectively the "Collateral").

       2.      Representations,  Warranties  and  Covenants.  Debtor represents,
warrants and covenants that:

               (a)  Debtor will join with  Secured  Party in taking  any  action
       required by Secured  Party in order to perfect the Security  Interest and
       to protect the rights and priorities of Secured Party with respect to the
       Collateral.   To  that  end,   Debtor  has  delivered  to  Secured  Party
       certificates representing all of the shares of capital stock constituting
       Collateral and executed and delivered one blank stock power for each such
       certificate.  Debtor will, at Secured  Party's request at any one or more
       times (i) duly  endorse,  in blank,  each and every  additional  security
       certificate  and  instrument  constituting  Collateral by signing on such
       certificate or instrument or by signing a separate document of assignment
       or transfer and delivery to Secured Party each and every such  additional
       security  certificate  and  instrument;  (ii) join with Secured  Party in
       executing any  instructions or agreements with securities  intermediaries
       for the purpose of obtaining control of any investment  property that may
       hereafter  constitute  Collateral;  and (iii)  instruct the issuer of any
       security  that may  hereafter  constitute  Collateral  to  register  such
       security in the name of Secured Party.

               (b)  Debtor is the owner of the Collateral  free and clear of all
       liens,  encumbrances,  security  interests  and  restrictions  except the
       Security  Interest and any restrictive  legend  appearing on any security
       certificate or any instrument constituting Collateral.

               (c)  Debtor will keep the Collateral free and clear of all liens,
       encumbrances and security interests, except the Security Interest.

               (d)  Debtor will pay, when due,  all taxes and other governmental
       charges levied or assessed upon or against any Collateral.

               (e)  Debtor  will  upon  receipt deliver  to  Secured  Party  all
       investment property  distributed on account of Collateral,  such as stock
       dividends and securities resulting from stock splits, reorganizations and
       recapitalizations.  The  Security  Interest  shall  attach  to  all  such
       proceeds.
<PAGE>

       3. Events of Default.  The  occurrence  of any Event of Default under the
Credit Agreement shall be an Event of Default hereunder.

       4.  Remedies  Upon Event of Default.  Upon the  occurrence of an Event of
Default and during the continuance  thereof,  Secured Party may exercise any one
or more of the rights and remedies  specified in the Credit  Agreement or in the
Guaranty,  and also any one or more of the  following  rights or  remedies:  (i)
notify the obligor on or issuer of any Collateral or any securities intermediary
to make  payment to Secured  Party of any  amounts due or  distributable  on any
Collateral, (ii) receive and keep in its possession or under its control subject
to the  Security  Interest  all  proceeds of  Collateral,  except that any money
received  from the  Collateral  may, at Secured  Party's  option,  be applied in
reduction of the Secured Obligations; (iii) exercise all voting and other rights
as a holder of any  Collateral;  (iv) exercise and enforce any or all rights and
remedies  available upon default to a secured party under the Uniform Commercial
Code,  including the right to (A) order any securities  intermediary to sell any
Collateral  on any  established  market  or over the  counter  or to  cause  any
Collateral  to be  redeemed;  (B) give any transfer or  redemption  order to any
issuer of Collateral;  or (C) offer and sell Collateral  privately to purchasers
who will  agree to take the  Collateral  for  investment  and not with a view to
distribution and who will agree to the imposition of restrictive  legends on any
certificates representing Collateral,  and the right to arrange for a sale which
would otherwise qualify as exempt from registration  under the Securities Act of
1933;  and if notice to Debtor of any intended  disposition of Collateral or any
other intended action is required by law in a particular  instance,  such notice
shall be deemed commercially reasonable if given at least 10 calendar days prior
to the date of intended disposition or other action; and (v) exercise or enforce
any or all  other  rights  or  remedies  available  to  Secured  Party by law or
agreement against any Collateral,  against Debtor or against any other person or
property.

       5. Secured Party's  Duties.  Secured Party's duty of care with respect to
Collateral in its  possession  (as imposed by law) shall be deemed  fulfilled if
Secured  Party  exercises   reasonable  care  in  physically   safekeeping  such
Collateral,  or in the case of  Collateral  in the  custody or  possession  of a
securities intermediary or other third person,  exercises reasonable care in the
selection of the securities intermediary or other third person and Secured Party
need not otherwise preserve, protect, insure or care for any Collateral. Secured
Party shall not be  obligated  to preserve  any rights  Debtor may have  against
prior parties,  to exercise at all or in any particular manner any voting rights
which may be  available  with  respect  to any  Collateral,  to  realize  on the
Collateral  at all or in any  particular  manner or order,  or to apply any cash
proceeds of Collateral in any particular order of application. Regardless of the
manner in which  Secured  Party  chooses to  exercise  control  over  Collateral
(whether by possession,  by agreement with an issuer or Securities Intermediary,
by  transferring  security  entitlements  into its own account,  or  otherwise),
Secured Party shall not be deemed to be under any obligation to Debtor,  whether
as fiduciary,  trustee,  agent or otherwise,  except the duty of good faith, the
duties specifically imposed upon Secured Party by this Agreement, and the duties
imposed  upon  it as a  secured  party  by  Articles  1, 8 and 9 of the  Uniform
Commercial Code, as in effect in Missouri.

       6. Miscellaneous. Any disposition of Collateral in the manner provided in
Section 4 shall be deemed commercially reasonable. This Agreement can be waived,
modified,  amended,  terminated or discharged,  and the Security Interest can be
released,  only explicitly in a writing signed by Secured Party. A waiver signed
by Secured  Party shall be effective  only in the specific  instance and for the
specific  purpose  given.  Mere delay or failure to act shall not  preclude  the
exercise or enforcement of any of Secured Party's rights or remedies. All rights
and  remedies  of  Secured  Party  shall  be  cumulative  and  may be  exercised
singularly  or  concurrently,  at Secured  Party's  option,  and the exercise or
enforcement  of any one such right or remedy shall neither be a condition to nor
bar the exercise or enforcement of any other.  All notices to be given to Debtor
shall be deemed  sufficiently  given if  delivered  or mailed by  registered  or
certified mail,  postage  prepaid,  to Debtor at the address set forth following
its  signature  on the  signature  page of this  Agreement or at the most recent
address shown on Secured Party's  records.  Debtor will reimburse  Secured Party
for all  expenses  (including  reasonable  attorneys'  fees and legal  expenses)
incurred  by Secured  Party in the  protection,  defense or  enforcement  of the
Security  Interest,  including expenses incurred in any litigation or bankruptcy
or insolvency proceedings. This Agreement shall be binding upon and inure to the
benefit of Debtor and Secured Party and their  successors  and assigns and shall
take effect when signed by Debtor and  delivered  to Secured  Party,  and Debtor
waives notice of Secured  Party's  acceptance  hereof.  This Agreement  shall be
governed by the internal laws of the State of Missouri  and,  unless the context
otherwise requires, all terms used herein which are defined in Articles 1, 8 and
9 of the  Uniform  Commercial  Code,  as in effect in  Missouri,  shall have the
meanings  therein  stated.  If any provision or application of this Agreement is
held   unlawful  or   unenforceable   in  any  respect,   such   illegality   or
unenforceability  shall not affect other provisions or applications which can be
given  effect,  and this  Agreement  shall be  construed  as if the  unlawful or
unenforceable  provision  or  application  had never  been  contained  herein or
prescribed  hereby.  All  representations  and  warranties   contained  in  this
Agreement  shall  survive  the  execution,  delivery  and  performance  of  this
Agreement and the creation and payment of the Secured Obligations.



<PAGE>


       IN WITNESS  WHEREOF,  Debtor has  executed  this  Agreement as of the day
first above written.

                                          THE SAN FRANCISCO COMPANY

Address:



                                          By
------------------------------------        ------------------------------------

                                            Its
------------------------------------           ---------------------------------


------------------------------------



<PAGE>

                                  EXHIBIT 1.1 J

                                 SWINGLINE NOTE

$                                                            St. Louis, Missouri
 --------------------------
                                                                 August 8, 2007


       For value  received,  the  undersigned  FIRST  BANKS,  INC.,  a  Missouri
corporation (the "Borrower"),  hereby promises to the order of Wells Fargo Bank,
National  Association (the "Swingline  Lender"),  at the office of the Swingline
Lender at Sixth Street and Marquette Avenue,  Minneapolis,  Minnesota, or at any
other place  designated at any time in accordance with the Credit  Agreement (as
hereinafter  defined),  in lawful  money of the United  States of America and in
immediately  available funds, the principal sum of up to $ ($ ) or, if less, the
aggregate  unpaid  principal  amount of all Swingline  Loans,  as defined in the
Credit Agreement,  made by the Swingline Lender to the Borrower under the Credit
Agreement  together with interest on the principal  amount  hereunder  remaining
unpaid from time to time (the "Principal Balance"), computed on the basis of the
actual  number of days  elapsed and a 360-day  year,  from the date hereof until
this Note is fully  paid at the  Floating  Rate,  as defined  under the  Secured
Credit  Agreement,  dated as of  August  8,  2007  (as the same may be  amended,
supplemented  or restated  from time to time,  the "Credit  Agreement"),  by and
among the Borrower, the Lenders signatory thereto and Wells Fargo Bank, National
Association, as Agent for the Lenders thereunder. Capitalized terms used but not
defined herein shall have the meanings set forth in the Credit  Agreement.  This
Note may be prepaid only in accordance with the Credit Agreement.


       The full  Principal  Balance  of all then  outstanding  Swingline  Loans,
together with all accrued and unpaid  interest  thereon shall be due and payable
on the next to occur  following a Swingline Loan of the fifteenth  (15th) day of
the month  (or the next Bank  Business  Day if such day is a  Saturday,  Sunday,
United  States  national  holiday or other day on which banks in  Minnesota  are
permitted  or  required by law to close) and the last Bank  Business  Day of the
month, commencing August 15, 2007.


       This Note is issued pursuant,  and is subject,  to the Credit  Agreement.
This Note is a "Swingline Note" referred to in the Credit Agreement.


       This  Note is  secured,  among  other  things,  pursuant  to the  several
security agreements  delivered pursuant to the Credit Agreement,  and may now or
hereafter  be  secured  by  one or  more  other  security  agreements  or  other
instruments or agreements.


       The  Borrower  hereby  agrees to pay all costs of  collection,  including
reasonable attorneys' fees and legal expenses in the event this Note is not paid
when due, whether or not legal proceedings are commenced.

       Presentment  or other demand for payment,  notice of dishonor and protest
are expressly waived.


         BORROWER:                                FIRST BANKS, INC.





                                                  By ___________________________


                                                  Its __________________________





<PAGE>

                                  EXHIBIT 2.2.1

                               NOTICE OF BORROWING

       Pursuant to Section 2.2.1 of that certain Secured Credit  Agreement dated
as of August 8, 2007, as amended, supplemented or otherwise modified to the date
hereof  (said  Credit  Agreement,  as  so  amended,  supplemented  or  otherwise
modified,  being the  "Credit  Agreement,"  the terms  defined  therein  and not
otherwise  defined  herein being used herein as therein  defined),  by and among
First Banks,  Inc.,  a Missouri  corporation  (the  "Borrower"),  the  financial
institutions  listed therein as Lenders (the  "Lenders"),  and Wells Fargo Bank,
National Association, as Agent (the "Agent"), this represents Borrower's request
to borrow as follows:

           1.  Date of borrowing:
               ------------------  ----------------------, ---------

           2.  Amount of borrowing: $
               -------------------  ------------------------

           3.  Type of Loans: [Revolving Loans] [Term Loan]
               -------------

           4.  Interest rate option:
               --------------------

               [ ] a.  Floating Rate Loan(s)

               [ ] b.  Eurodollar Rate  Loans with an initial Interest Period of
               month(s)
       --------

           The  proceeds  of  such  Loans  are  to be  deposited  in an  account
designated  by the  Borrower at First Bank or in such other  manner as the Agent
and the Borrower may agree in writing.

           The  undersigned  officer,  to the best of his or her knowledge,  and
Borrower certify that:

           (i)  With  respect  to  Loans,  the  representations  and  warranties
contained in the Credit Agreement and the other Loan Documents are true, correct
and complete in all  material  respects on and as of the date hereof to the same
extent as though  made on and as of the date  hereof,  except to the extent such
representations and warranties  specifically relate to an earlier date, in which
case such  representations and warranties were true, correct and complete in all
material  respects  on  and  as of  such  earlier  date;  provided,  that,  if a
                                                          --------
representation and warranty is qualified as to materiality, with respect to such
representation  and warranty the materiality  qualifier set forth above shall be
disregarded for purposes of this condition;

           (ii) No event has occurred and is continuing or would result from the
consummation  of the  borrowing  contemplated  hereby  that would  constitute  a
Default or an Event of Default.




DATED:                                 FIRST BANKS, INC.
      ------------------

                                       By:
                                          --------------------------------------


                                       Title:
                                              ----------------------------------



<PAGE>


                                  EXHIBIT 2.2.2

                        NOTICE OF CONVERSION/CONTINUATION

       Pursuant to Section 2.2.2 of that certain Secured Credit  Agreement dated
as of August 8, 2007, as amended, supplemented or otherwise modified to the date
hereof  (said  Credit  Agreement,  as  so  amended,  supplemented  or  otherwise
modified,  being the  "Credit  Agreement,"  the terms  defined  therein  and not
otherwise  defined  herein being used herein as therein  defined),  by and among
First Banks,  Inc.,  a Missouri  corporation  (the  "Borrower"),  the  financial
institutions  listed  therein  as  Lenders,   and  Wells  Fargo  Bank,  National
Association,  as Agent (the  "Agent"),  this  represents  Borrower's  request to
convert or continue Loans as follows:

                1.   Date of conversion/continuation: ________________,_______

                2.   Amount of Loans being converted/continued: $_______________

                3.   Type  of Loans being converted/continued: [Revolving Loans]
                     [Term Loan]

                4.   Nature of conversion/continuation:

                     [ ] a. Conversion of Floating Rate Loans to Eurodollar Rate
                            Loans

                     [ ] b. Continuation of Eurodollar Rate Loans as such

                5.   If Loans are being continued  as or converted to Eurodollar
Rate Loans,  the  duration of the new  Interest  Period  that  commences  on the
conversion/continuation date: _______________ month(s)

               In the case of a conversion to or continuation of Eurodollar Rate
Loans,  the  undersigned  officer,  to the  best  of his or her  knowledge,  and
Borrower  certify  that no  Default  or Event of  Default  has  occurred  and is
continuing.

DATED:  ____________________             FIRST BANKS, INC.


                                         By: ___________________________________



                                         Title: ________________________________



<PAGE>

                                  EXHIBIT 2.2.3

                             PERMISSIBLE SECURITIES



The following qualify as "Permissible Securities:"

                                                            Valuation Percentage
                                                            --------------------

A. Cash                                                             100%

B. (x) Negotiable debt obligations issued by the U.S. Treasury Department or the
Government National Mortgage  Association ("Ginnie Mae"), or (y) mortgage-backed
securities issued by Ginnie Mae (but with respect to either (x) or (y) excluding
interest only or principal  only stripped  securities,  securities  representing
residual  interests in mortgage  pools,  and securities that are not listed on a
national  securities  exchange  or  regularly  quoted  in a  national  quotation
service) and in each case having a remaining maturity of:

       (i)    less than one year                                    100%

       (ii)   one year or greater but less than 10 years             98%

       (iii)  ten years or longer                                    95%

C. (x) Negotiable debt  obligations  issued  by  the  Federal Home Loan Mortgage
Association ("Freddie Mac") or (y) mortgage-backed  securities issued by Freddie
Mac  but  excluding  interest  only  or  principal  only  stripped   securities,
securities  representing  residual  interests in mortgage pools,  and securities
that are not listed on a national  securities  exchange or regularly quoted in a
national quotation service.                                               95%



<PAGE>

                                  EXHIBIT 2.4.1

                          NOTICE OF SWINGLINE BORROWING

       Pursuant to Section 2.4.1 of that certain Secured Credit  Agreement dated
as of August 8, 2007,  as the same may be  amended,  supplemented  or  otherwise
modified to the date  hereof  (said  Secured  Credit  Agreement,  as so amended,
supplemented  or otherwise  modified,  being the "Credit  Agreement,"  the terms
defined  therein and not otherwise  defined  herein being used herein as therein
defined),   by  and  among  First  Banks,  Inc.,  a  Missouri  corporation  (the
"Borrower"),   the  financial   institutions  listed  therein  as  Lenders  (the
"Lenders"), and Wells Fargo Bank, National Association,  as Agent (the "Agent"),
this represents Borrower's request to borrow as follows:

           1.  Amount of Swingline Borrowing:  $
               -----------------------------    --------------------

           2.  Date of Swingline Borrowing:
               --------------------------- --------------------, -------

           The  proceeds  of such  Advance  are to be  deposited  in an  account
designated  by the  Borrower at First Bank or in such other  manner as the Agent
and the Borrower may agree in writing.

       The  undersigned  officer,  to the  best  of his  or her  knowledge,  and
Borrower certify to Swingline Lender and the Lenders that:

           (i)  The  representations  and  warranties  contained  in the  Credit
Agreement  and the other Loan  Documents  are true,  correct and complete in all
material respects on and as of the date hereof to the same extent as though made
on and as of the date  hereof,  except to the extent  such  representations  and
warranties   specifically  relate  to  an  earlier  date,  in  which  case  such
representations  and warranties were true,  correct and complete in all material
respects on and as of such earlier date; provided, that, if a representation and
                                         --------
warranty is qualified as to materiality, with respect to such representation and
warranty the  materiality  qualifier  set forth above shall be  disregarded  for
purposes of this condition; and

           (ii) No event has occurred and is continuing or would result from the
consummation  of  the  Swingline   Borrowing   contemplated  hereby  that  would
constitute a Default or an Event of Default.


DATED:                                       FIRST BANKS, INC.
      ------------------------

                                             By:
                                                --------------------------------

                                             Title:
                                                   -----------------------------


<PAGE>


                                  EXHIBIT 2.5.2

                                TERM LOAN NOTICE

       Pursuant to Section 2.5.2 of that certain Secured Credit  Agreement dated
as of August 8, 2007,  as the same may be  amended,  supplemented  or  otherwise
modified to the date  hereof  (said  Secured  Credit  Agreement,  as so amended,
supplemented  or otherwise  modified,  being the "Credit  Agreement,"  the terms
defined  therein and not otherwise  defined  herein being used herein as therein
defined),   by  and  among  First  Banks,  Inc.,  a  Missouri  corporation  (the
"Borrower"),  the financial  institutions  listed therein as Lenders,  and Wells
Fargo  Bank,  National  Association,  as Agent (the  "Agent"),  this  represents
Borrower's request to convert the following portion of the Outstanding Revolving
Loan to an Additional Term Loan as follows:

          1.   Effective date of the Additional  Term Loan:  __________________,
               _______

          2.   Amount of the Additional Term Loan: $___________________

          3.   Portion  of  the  outstanding   Revolving  Loans  to  which  such
               Additional  Term Loan is to be applied,  including  the  interest
               rate(s) currently applicable thereto:
________________________________________________________________________________

          3.   If the  Eurodollar  rate  is  applicable  to any  portion  of the
               related Revolving Loan:

               a.   The  Interest  Period that has been  selected by Borrower at
                    inception        of       the       related        Revolving
                    Loan:__________________________

               b.   The  duration  of  the  Interest   Period  for  the  related
                    Revolving Loan: _______________ month(s)

               c.   The  expiration  of the  Interest  Period  for  the  related
                    Revolving Loan: __________________, __________

          4.   If the  Eurodollar  rate  is  applicable  to any  portion  of the
               related initial Advance:

               a.   The  Interest  Period that has been  selected by Borrower at
                    inception        of        the        related        initial
                    Advance:__________________________

               b.   The duration of the Interest  Period for the related initial
                    Advance: _______________ month(s)

               c.   The  expiration  of the  Interest  Period  for  the  related
                    initial Advance: __________________, __________

       The  undersigned  officer,  to the  best  of his  or her  knowledge,  and
Borrower certify to the Lenders that:

             (i)   The  representations  and warranties  contained in the Credit
Agreement  and the other Loan  Documents  are true,  correct and complete in all
material respects on and as of the date hereof to the same extent as though made
on and as of the date  hereof,  except to the extent  such  representations  and
warranties   specifically  relate  to  an  earlier  date,  in  which  case  such
representations  and warranties were true,  correct and complete in all material
respects on and as of such earlier date; provided, that, if a representation and
                                         --------
warranty is qualified as to materiality, with respect to such representation and
warranty the  materiality  qualifier  set forth above shall be  disregarded  for
purposes of this condition; and

              (ii) No event has  occurred and is continuing or would result from
the  consummation  of the  conversion  of the  above  described  portion  of the
Outstanding  Revolving Loan to an Additional  Term Loan that would  constitute a
Default or an Event of Default.

DATED:                                 FIRST BANKS, INC.
       ---------------------


                                       By:
                                           ---------------------------------

                                       Title:
                                              ------------------------------




<PAGE>

                                   EXHIBIT 8.9

                         NOTICE OF PERMITTED ACQUISITION

       This  Notice  is  being  submitted  on this ___ day of  ________,  200__,
pursuant to Section 8.9 of the Secured  Credit  Agreement  dated as of August 8,
2007, as the same may be amended, supplemented or otherwise modified to the date
hereof  (the  "Credit  Agreement"),  by and among  Wells  Fargo  Bank,  National
Association  (the  "Agent"),  the Lenders  that are parties  thereto,  and First
Banks,  Inc., as Borrower.  Capitalized  terms used but not defined herein shall
have the meanings set forth in the Credit Agreement.

       The undersigned  officer of the Borrower hereby notifies the Lenders that
[the Borrower] [_________ (name of Subsidiary)] has entered into an agreement to
purchase  [______%  of the  voting  common  stock]  [all  of the  assets  of the
business]    [all    of   the    assets    of    the    ____    branch(s)]    of
__________________________________  (name and organizational details of acquired
entity).  A brief  description  of the  transaction,  including  the form of the
acquisition,  amount  and  nature of the  consideration,  and  expected  date of
completion, is attached to this Notice as Annex A.

         The undersigned officer hereby certifies to the Lenders that:

         A.       The representations and warranties contained in Article VII of
                  the  Credit Agreement  are correct  as  of the date hereof and
                  will   be   correct  after  giving  effect  to  the   proposed
                  acquisition,  except  to  the  extent  that  the  same  relate
                  specifically to an earlier date; and

         B.       No Default or Event of Default has occurred and is continuing,
                  or will occur as a result of the proposed acquisition.

         This will confirm that  promptly  upon  request of Agent or any Lender,
First  Banks,  Inc.  will  provide to the Agent  copies of any  applications  to
regulatory agencies submitted in connection with the proposed acquisition.

         Signed as of the day and year first above written.

                                             FIRST BANKS, INC.


                                             By_________________________________
                                                    [name and office held]



<PAGE>

                                 EXHIBIT 2.1.2 A

                         FORM OF REQUEST FOR INCREASE IN
                     TOTAL REVOLVING LOAN COMMITMENT AMOUNT

Wells Fargo Bank, N.A., Agent
Attention: Catherine M. Morrissey
MAC N2790-142
100 South Hanley Road, Suite 1400
St. Louis, Missouri 63105

Dear Ms. Morrissey:

       Reference is made to that certain  Secured Credit  Agreement  dated as of
August 8, 2007,  as  amended,  supplemented  or  otherwise  modified to the date
hereof  (said  Credit  Agreement,  as  so  amended,  supplemented  or  otherwise
modified,  being the  "Credit  Agreement,"  the terms  defined  therein  and not
otherwise  defined  herein being used herein as therein  defined),  by and among
First Banks,  Inc.,  a Missouri  corporation  (the  "Borrower"),  the  financial
institutions  listed therein as Lenders (the  "Lenders"),  and Wells Fargo Bank,
National  Association,  as Agent (the  "Agent").  Terms  used but not  otherwise
defined herein are used herein as defined in the Credit Agreement.

       In accordance  with Section 2.1.2 of the Credit  Agreement,  the Borrower
hereby  requests an increase in the aggregate  Total  Revolving Loan  Commitment
Amount from $_______________ to $_______________  (the "Increase"),  pursuant to
this "Request for Increase in the Total Revolving Loan Commitment  Amount." (The
Total  Revolving Loan  Commitment  Amount may not exceed  $150,000,000;  minimum
aggregate  increase is Ten  Million  Dollars  ($10,000,000)  and  thereafter  in
multiples of Five Million Dollars ($5,000,000).) The requested effective date of
the Increase is ____________________ (at least 30 days from date of request).

       The  Borrower  hereby  certifies  that  as of the  date  hereof  and  the
effective date of the Increase:

       (a) attached hereto as Exhibit A is a true,  complete and correct copy of
the  resolutions,  duly  adopted by the board of  directors  of the Borrower and
certified by the [Secretary] [Assistant Secretary] of the Borrower,  authorizing
the Increase and such resolutions have not been amended, modified,  rescinded or
revoked since their adoption, and remain in full force and effect;

       (b) all of the  representations  and  warranties  contained in the Credit
Agreement  and the other Loan  Documents  are true,  correct and complete in all
material respects on and as of the date hereof to the same extent as though made
on and as of the date  hereof,  except to the extent  such  representations  and
warranties   specifically  relate  to  an  earlier  date,  in  which  case  such
representations  and warranties were true,  correct and complete in all material
respects on and as of such earlier date; and

       (c) no Default,  Event of Default,  or event or condition which, with the
giving of any notice  and/or the passage of time would  constitute  a Default or
Event of  Default,  has  occurred  and is  continuing,  and none will occur as a
result of the Increase.

       Dated as of ________________________, 200__.

       BORROWER:                               FIRST BANKS, INC.

                                               By: _____________________________


                                               Title: __________________________

<PAGE>

                           ACKNOWLEDGEMENT AND CONSENT

       The San Francisco  Company hereby  acknowledges and consents to the above
and  foregoing  Request for  Increase  in the Total  Revolving  Loan  Commitment
Amount, dated as of ________________________, 200__, and agrees that any and all
of its  obligations  under or on account of the Loan Documents are and remain in
full  force  and  effect  unaffected  by or on  account  of the  Secured  Credit
Agreement, as of August 8, 2007.

                                      THE SAN FRANCISCO COMPANY, a
                                      Delaware Corporation

                                      By:_______________________________________
                                      Printed Name:_____________________________
(SEAL)                                Title: ___________________________________




<PAGE>

                                 EXHIBIT 2.1.2 B

                     FORM OF REQUEST FOR CONSENT TO INCREASE

Wells Fargo Bank, N.A., Agent
Attention: Catherine M. Morrissey
MAC N2790-142
100 South Hanley Road, Suite 1400
St. Louis, Missouri 63105

Dear Ms. Morrissey:

       Reference is made to that certain  Secured Credit  Agreement  dated as of
August 8, 2007,  as  amended,  supplemented  or  otherwise  modified to the date
hereof  (said  Credit  Agreement,  as  so  amended,  supplemented  or  otherwise
modified,  being the  "Credit  Agreement,"  the terms  defined  therein  and not
otherwise  defined  herein being used herein as therein  defined),  by and among
First Banks,  Inc.,  a Missouri  corporation  (the  "Borrower"),  the  financial
institutions  listed therein as Lenders (the  "Lenders"),  and Wells Fargo Bank,
National  Association,  as Agent (the  "Agent").  Terms  used but not  otherwise
defined herein are used herein as defined in the Credit Agreement.

       In accordance with Section 2.1.2 of the Credit Agreement,  we hereby give
you notice of, and request your  consent to, the  assumption  by [insert  Lender
name] (the  "Increasing  Lender"),  a Lender,  on [insert  date] of an increased
Revolving Credit Commitment Amount in the amount of  $_______________,  pursuant
to this "Request for Consent to Increase."

       IN WITNESS  WHEREOF,  the Borrower and the Increasing  Lender have caused
this  request to be  executed by their  respective  duly  authorized  officials,
officers or agents as of ________________________, 200__.

       BORROWER:                           FIRST BANKS, INC.

                                           By:__________________________________

                                           Title:_______________________________


       INCREASING LENDER:
                                           By:__________________________________

                                           Title:_______________________________


<PAGE>





                           ACKNOWLEDGEMENT AND CONSENT

       The San Francisco  Company hereby  acknowledges and consents to the above
and    foregoing    Request   for   Consent   to    Increase,    dated   as   of
________________________,  200__, and agrees that any and all of its obligations
under or on  account  of the Loan  Documents  are and  remain in full  force and
effect  unaffected by or on account of the Secured Credit Agreement as of August
8, 2007.

                                      THE SAN FRANCISCO COMPANY, a
                                      Delaware Corporation

                                      By:_______________________________________

                                      Printed Name:_____________________________

(SEAL)                                Title:____________________________________




<PAGE>

                                 EXHIBIT 2.1.2 C

                      FORM OF REQUEST FOR ADDITIONAL LENDER

Wells Fargo Bank, N.A., Agent
Attention: Catherine M. Morrissey
MAC N2790-142
100 South Hanley Road, Suite 1400
St. Louis, Missouri 63105

Dear Ms. Morrissey:

       Reference is made to that certain  Secured Credit  Agreement  dated as of
August 8, 2007,  as  amended,  supplemented  or  otherwise  modified to the date
hereof  (said  Credit  Agreement,  as  so  amended,  supplemented  or  otherwise
modified,  being the  "Credit  Agreement,"  the terms  defined  therein  and not
otherwise  defined  herein being used herein as therein  defined),  by and among
First Banks,  Inc.,  a Missouri  corporation  (the  "Borrower"),  the  financial
institutions  listed therein as Lenders (the  "Lenders"),  and Wells Fargo Bank,
National  Association,  as Agent (the  "Agent").  Terms  used but not  otherwise
defined herein are used herein as defined in the Credit Agreement.

       In accordance with Section 2.1.2 of the Credit Agreement,  we hereby give
you notice of, and request your consent to, the assumption on [insert date],  by
[insert  new Lender  name]  (the  "Additional  Lender")  of a  Revolving  Credit
Commitment  Amount  in the  amount  of  $____________  and all  related  rights,
benefits,  obligations,  liabilities  and  indemnities  of a Lender under and in
connection with the Credit  Agreement,  pursuant to this "Request for Additional
Lender."

       After giving effect to such assumption,  the Additional Lender shall have
___% of the aggregate amount of the Total Revolving Loan Commitment  Amount,  or
$__________.

       The  Additional  Lender  agrees that,  upon  receiving the consent of the
Agent to such  assumption,  the Additional  Lender will be bound by the terms of
the Credit Agreement as fully and to the same extent as if the Additional Lender
were a Lender originally holding such interest in the Credit Agreement.

       Attached  to this  Request for  Additional  Lender as  Attachment  A is a
completed administrative  questionnaire,  in the form supplied by Agent, setting
forth the administrative details for the Additional Lender.

<PAGE>


       IN WITNESS  WHEREOF,  the Borrower and the Additional  Lender have caused
this  request to be  executed by their  respective  duly  authorized  officials,
officers or agents as of ________________________, 200__.

       BORROWER:                                   FIRST BANKS, INC.

                                                   By:__________________________

                                                   Title:_______________________


       ADDITIONAL LENDER:

                                                    By:_________________________

                                                    Title:______________________



                           ACKNOWLEDGEMENT AND CONSENT

       The San Francisco  Company hereby  acknowledges and consents to the above
and    foregoing    Request    for    Additional    Lender,    dated    as    of
________________________,  200__, and agrees that any and all of its obligations
under or on  account  of the Loan  Documents  are and  remain in full  force and
effect  unaffected by or on account of the Secured Credit Agreement as of August
8, 2007.

                                      THE SAN FRANCISCO COMPANY, a
                                      Delaware Corporation

                                      By:_______________________________________
                                      Printed Name:_____________________________
(SEAL)                                Title:____________________________________






<PAGE>

<TABLE>
<CAPTION>

                               SCHEDULE 7.4


                        SUBSIDIARIES OF FIRST BANKS, INC.

             Subsidiary                                            Owner                 Ownership Percentage
             ----------                                            -----                 --------------------

<S>   <C>                                                    <C>                                <C>
     The San Francisco Company                               First Banks, Inc.                  100.00%

     First Bank Statutory Trust                              First Banks, Inc.                  100.00%

     First Bank Statutory Trust II                           First Banks, Inc.                  100.00%

     First Bank Statutory Trust III                          First Banks, Inc.                  100.00%

     First Bank Statutory Trust IV                           First Banks, Inc.                  100.00%

     First Bank Statutory Trust V                            First Banks, Inc.                  100.00%

     First Bank Statutory Trust VI                           First Banks, Inc.                  100.00%

     First Bank Statutory Trust VII                          First Banks, Inc.                  100.00%

     First Bank Statutory Trust VIII                         First Banks, Inc.                  100.00%

     Royal Oaks Capital Trust I                              First Banks, Inc.                  100.00%

     First Preferred Capital Trust IV                        First Banks, Inc.                  100.00%

     First Bank                                          The San Francisco Company              100.00%

     Adrian N. Baker & Company                                  First Bank                      100.00%

     First Bank Business Capital, Inc.                          First Bank                      100.00%

     First Land Trustee Corp.                                   First Bank                      100.00%

     Missouri Valley Partners, Inc.                             First Bank                      100.00%

     Small Business Loan Source LLC                             First Bank                       76.00%

     Small Business Loan Source Funding Corp.                   First Bank                      100.00%

     Universal Premium Acceptance Corporation                   First Bank                      100.00%

     UPAC of California, Inc.                                Universal Premium                  100.00%

                                                           Acceptance Corporation

</TABLE>


<PAGE>


                                  SCHEDULE 7.7
                                   LITIGATION

                                      None.

<PAGE>


                                  SCHEDULE 9.1
                                 EXISTING LIENS

                                      None.



<PAGE>


                                  SCHEDULE 9.2
                                  INDEBTEDNESS

       In June 2005,  Small  Business  Loan Source LLC ("SBLS  LLC")  executed a
Multi-Party  Agreement by and among SBLS LLC, First Bank,  Colson Services Corp.
and the United States Small Business  Administration (the "SBA"), and a Loan and
Security  Agreement  by and  among  First  Bank and the SBA  (collectively,  the
"Agreement")  that  provided a $50.0 million  warehouse  line of credit for loan
funding  purposes.  The Agreement  provided for an initial maturity date of June
30,  2008,  which was  extended on June 15, 2006 by First Bank to June 30, 2009.
Interest was payable monthly, in arrears, on the outstanding  balances at a rate
equal to First Bank's  prime  lending  rate minus 50 basis  points.  On March 1,
2007, SBLS LLC modified the Agreement with First Bank. The primary modifications
to the  structure of the  financing  arrangement  include (a) an increase in the
warehouse line of credit from $50.0 million to $60.0  million;  and (b) interest
is payable monthly, in arrears,  on the outstanding  balances at a rate equal to
First  Bank's  prime  lending  rate  minus 50 basis  points,  with the option of
electing to have a portion of the outstanding  principal  balance in amounts not
greater than $40.0 million, in minimum increments of $500,000,  bear interest at
a fixed rate per annum equal to the  one-month  London  Interbank  Offering Rate
("LIBOR") plus 215 basis points,  the three-month LIBOR plus 215 basis points or
the long-term  interest  rate swap rate plus 215 basis points,  provided that no
more than three  fixed-rate  interest periods may be in effect at any given time
and no interest  period may extend beyond the maturity date.  Advances under the
Agreement  are secured by the  assignment  of the majority of the assets of SBLS
LLC. The balance of advances  outstanding  under the Agreement was $51.8 million
at June 30, 2007.  Interest expense recorded under the Agreement by SBLS LLC for
the six months ended June 30, 2007 was $1.9 million.

       In May 2007,  Universal Premium  Acceptance  Corporation,  a wholly owned
subsidiary of First Bank,  executed a Promissory Note payable to First Bank that
provides a $150.0  million  unsecured  revolving line of credit for loan funding
and other  general  corporate  purposes and has a maturity date of May 31, 2008.
The  Promissory  Note  represents  a renewal  of the  previous  promissory  note
executed in May 2006 that matured in May 2007.  Interest is payable monthly,  in
arrears, on the outstanding  balances at a varying rate per annum which is forty
(40) basis points less than the Ninety-Day LIBOR (but may not exceed the maximum
rate of  non-usurious  interest  allowed  from time to time by law,  hereinafter
called the "Highest Lawful Rate"),  with  adjustments in such varying rate to be
made on the first day of each quarterly period beginning on October 1, 2006, and
adjustments  due to  changes  in the  Highest  Lawful  Rate  to be  made  on the
effective date of any change in the Highest Lawful Rate. The balance of advances
outstanding  under the  Promissory  Note was $131.7  million  at June 30,  2007.
Interest expense recorded on the Promissory Note by Universal Premium Acceptance
Corporation for the six months June 30, 2007 was $3.5 million.


<PAGE>


                                  SCHEDULE 9.3
                                   GUARANTIES

       In October  2000,  First Banks,  Inc.  ("First  Banks")  entered into two
continuing  guaranty  contracts.  For value  received,  and for the  purpose  of
inducing a pension  fund and its  trustees  and a welfare  fund and its trustees
(the Funds) to conduct business with Missouri Valley Partners, Inc. (MVP), First
Bank's institutional  investment management subsidiary,  First Banks irrevocably
and  unconditionally  guaranteed  payment of and  promised to pay to each of the
Funds any  amounts up to the sum of $5.0  million to the extent MVP is liable to
the Funds for a breach of the Investment  Management  Agreements  (including the
Investment Policy Statement and Investment  Guidelines),  by and between MVP and
the Funds and/or any violation of the Employee Retirement Income Security Act by
MVP  resulting  in  liability  to  the  Funds.  The  guaranties  are  continuing
guaranties of all obligations that may arise for transactions occurring prior to
termination of the Investment  Management Agreements and are coexistent with the
term  of  the  Investment  Management  Agreements.   The  Investment  Management
Agreements have no specified term but may be terminated at any time upon written
notice by the  Trustees  or, at First  Banks'  option,  upon thirty days written
notice to the Trustees. In the event of termination of the Investment Management
Agreements,  such  termination  shall have no effect on the  liability  of First
Banks  with  respect  to  obligations  incurred  before  such  termination.  The
obligations  of First Banks are joint and several with those of MVP. First Banks
does not have any recourse provisions that would enable it to recover from third
parties  any  amounts  paid under the  contracts  nor does First  Banks hold any
assets as  collateral  that,  upon  occurrence  of a required  payment under the
contract, could be liquidated to recover all or a portion of the amount(s) paid.
At June 30, 2007,  First Banks had not recorded a liability for the  obligations
associated with these guaranty contracts as the likelihood that First Banks will
be required to make payments under the contracts is remote.