Exhibit 10







                  AMENDED AND RESTATED SECURED CREDIT AGREEMENT

      ($100,000,000 Term Loan Facility, $15,000,000 Revolving Loan Facility
                    and $7,500,000 Letter of Credit Facility)

                           dated as of August 11, 2005

                                      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>
ARTICLE I.  DEFINITIONS AND ACCOUNTING TERMS................................................................1

         Section 1.1    Defined Terms.......................................................................1
         Section 1.2    Other Interpretive Provisions......................................................10

ARTICLE II.  COMMITMENTS OF THE LENDERS; BORROWING,
         CONVERSION AND LETTER OF CREDIT PROCEDURES........................................................10

         Section 2.1    Commitments........................................................................10
                 2.1.1. Revolving Credit Commitment........................................................10
                 2.1.2. Term Loan Commitment...............................................................11
                 2.1.3. Letter of Credit Commitment........................................................11
         Section 2.2    Revolving Loan Procedures..........................................................11
                 2.2.1  Borrowing Procedures...............................................................11
                 2.2.2  Conversion of Principal to Eurodollar Rates........................................13
         Section 2.3    Letters of Credit Procedures.......................................................15
                 2.3.1  Issuance/Lender Participation......................................................15
                 2.3.2  Payment of Amounts Drawn Under Letters of Credit...................................15
                 2.3.3  Special Account....................................................................16
                 2.3.4  Authorization for Borrowing........................................................17
         Section 2.4    Second Term Loan Procedures........................................................17
         Section 2.5    Use of Proceeds....................................................................18

ARTICLE III.  EVIDENCING OF LOANS..........................................................................18

         Section 3.1    Notes..............................................................................18
         Section 3.2    Payment of Term Note...............................................................18
         Section 3.3    Recordkeeping......................................................................18

ARTICLE IV.  INTEREST......................................................................................19

         Section 4.1    Interest Rates.....................................................................19
         Section 4.2    Default Interest Rate..............................................................19
         Section 4.3    Interest Payments..................................................................19
         Section 4.4    Making of Payments.................................................................20
         Section 4.5    Payment on Nonbusiness Days........................................................20
         Section 4.6    Computation of Interest and Fees...................................................20
         Section 4.7    Generally..........................................................................20

ARTICLE V.  FEES, REDUCTIONS AND PREPAYMENTS...............................................................21

         Section 5.1    Term and Revolving Loan Commitment Fee.............................................21
         Section 5.2    Letter of Credit Fees..............................................................21
         Section 5.3    Termination or Reduction of the Revolving Credit
                         Commitments.......................................................................22
         Section 5.4    Termination or Reduction of Letter of Credit Commitment............................22
         Section 5.5    Voluntary Prepayments..............................................................22
         Section 5.6    Fees on Advances and Indemnity.....................................................22
         Section 5.7    Capital Adequacy...................................................................24
         Section 5.8    Failure of Any Lender to Make Advances.............................................25
<PAGE>

ARTICLE VI.  CONDITIONS PRECEDENT..........................................................................25

         Section 6.1    Initial Conditions Precedent.......................................................25
         Section 6.2    Conditions Precedent to All Advances...............................................27

ARTICLE VII.  REPRESENTATIONS AND WARRANTIES...............................................................27

         Section 7.1    Corporate Existence and Power......................................................27
         Section 7.2    Authorization of Borrowing; No Conflict as to Law or
                         Agreements........................................................................28
         Section 7.3    Legal Agreements...................................................................28
         Section 7.4    Subsidiaries.......................................................................28
         Section 7.5    Financial Condition................................................................28
         Section 7.6    Adverse Change.....................................................................29
         Section 7.7    Litigation.........................................................................29
         Section 7.8    Regulation U.......................................................................29
         Section 7.9    Taxes..............................................................................29
         Section 7.10   Titles.............................................................................29
         Section 7.11   ERISA..............................................................................29
         Section 7.12   Regulatory Matters.................................................................29

ARTICLE VIII.  AFFIRMATIVE COVENANTS.......................................................................30

         Section 8.1    Reporting Requirements.............................................................30
         Section 8.2    Books and Records; Inspection and Examination......................................31
         Section 8.3    Compliance with Laws...............................................................32
         Section 8.4    Payment of Taxes and Other Claims..................................................32
         Section 8.5    Operations.........................................................................32
         Section 8.6    Insurance..........................................................................32
         Section 8.7    Preservation of Corporate Existence................................................32
         Section 8.8    Additional Collateral..............................................................32
         Section 8.9    Notice of Acquisition..............................................................33

ARTICLE IX  NEGATIVE COVENANTS.............................................................................33

         Section 9.1    Liens..............................................................................33
         Section 9.2    Indebtedness.......................................................................33
         Section 9.3    Guaranties.........................................................................34
         Section 9.4    Shareholder Redemptions............................................................34
         Section 9.5    Acquisitions.......................................................................34
         Section 9.6    Subordinated Debt..................................................................34
         Section 9.7    Restrictions on Nature of Business.................................................34
         Section 9.8    Negative Pledges; Subsidiary Restrictions..........................................35
         Section 9.9    Issuance of Additional Stock.......................................................35
         Section 9.10   Regulatory Matters.................................................................35
         Section 9.11   Dividends..........................................................................35
<PAGE>

ARTICLE X.  FINANCIAL COVENANTS............................................................................36

         Section 10.1   Total Risk Based Capital Ratio.....................................................36
         Section 10.2   Tier I Risk Based Capital Ratio....................................................36
         Section 10.3   Leverage Ratio.....................................................................36
         Section 10.4   Minimum Return on Assets...........................................................36
         Section 10.5   Maximum Non-Performing Assets......................................................36
         Section 10.6   Allowance for Loan and Lease Losses................................................36

ARTICLE XI.  EVENTS OF DEFAULT, RIGHTS AND REMEDIES........................................................36

         Section 11.1   Events of Default..................................................................36
         Section 11.2   Rights and Remedies................................................................39
         Section 11.3   Offset.............................................................................40

ARTICLE XII  THE AGENT.....................................................................................40

         Section 12.1   Authorization......................................................................40
         Section 12.2   Distribution of Payments and Proceeds..............................................40
         Section 12.3   Expenses...........................................................................41
         Section 12.4   Payments Received Directly by Lenders..............................................41
         Section 12.5   Indemnification....................................................................42
         Section 12.6   Limitations on Agent's Power.......................................................42
         Section 12.7   Exculpation........................................................................42
         Section 12.8   Agent and Affiliates...............................................................42
         Section 12.9   Credit Investigation...............................................................43
         Section 12.10  Resignation........................................................................43
         Section 12.11  Assignments........................................................................43
         Section 12.12  Participations.....................................................................44
         Section 12.13  Disclosure of Information..........................................................45

ARTICLE XIII.  MISCELLANEOUS...............................................................................45

         Section 13.1   No Waiver, Cumulative Remedies.....................................................45
         Section 13.2   Amendments, Etc....................................................................45
         Section 13.3   Notice.............................................................................46
         Section 13.4   Costs and Expenses.................................................................46
         Section 13.5   Indemnification by Borrower........................................................46
         Section 13.6   Execution in Counterparts..........................................................47
         Section 13.7   Binding Effect, Assignment.........................................................47
         Section 13.8   Governing Law......................................................................47
         Section 13.9   Consent to Jurisdiction/Jury Wavier................................................47
         Section 13.10  Severability of Provisions.........................................................48
         Section 13.11  Prior Agreements...................................................................48
         Section 13.12  Headings...........................................................................48
         Section 13.13  No Oral Agreements.................................................................48

</TABLE>

<PAGE>



Exhibit A        --   Borrower Pledge Agreement
Exhibit B        --   Term and Revolving Loan Commitment Amounts
Exhibit C        --   Compliance Certificate
Exhibit D1       --   Application for Standby Letter of Credit
Exhibit D2       --   Standby Letter of Credit Agreement
Exhibit E        --   Revolving Note
Exhibit F        --   San Francisco Company Guaranty
Exhibit G        --   San Francisco Company Security Agreement
Exhibit H        --   Term Loan Note
Exhibit I        --   Notice of Borrowing
Exhibit J        --   Notice of Conversion/Continuation
Exhibit K        --   Permissible Securities
Exhibit L        --   Notice of Permitted Acquisition

Schedule 7.4     --   Subsidiaries
Schedule 7.7     --   Litigation
Schedule 9.1     --   Existing Liens
Schedule 9.2     --   Indebtedness
Schedule 9.3     --   Guaranties


<PAGE>


                  AMENDED AND RESTATED SECURED CREDIT AGREEMENT

         THIS AMENDED AND RESTATED SECURED CREDIT  AGREEMENT (this  "Agreement")
dated as of August 11, 2005,  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 (collectively the "Existing Credit Agreement"),  each made
by and between  Borrower,  Lenders and Agent,  Lenders  severally agreed to make
available to Borrower a revolving  credit facility in the amount of Seventy-Five
Million Dollars  ($75,000,000)  and a revolving letter of credit facility in the
amount  of  Twenty-Five  Million  Dollars   ($25,000,000)  upon  the  terms  and
conditions set forth in the Existing Credit Agreement;

         WHEREAS, Borrower has requested that Lenders severally make available a
new term loan  credit  facility  in the amount of One  Hundred  Million  Dollars
($100,000,000), a new revolving credit facility in the amount of Fifteen Million
Dollars  ($15,000,000)  and a new  revolving  letter of credit  facility  in the
amount of Seven Million Five Hundred Thousand Dollars ($7,500,000) (collectively
the "Requested Facilities");

         WHEREAS,  Borrower, Lenders and Agent desire to enter into this Amended
and Restated  Secured Credit  Agreement in  replacement  of the Existing  Credit
Agreement,  in its entirety,  thereby making available to Borrower the Requested
Facilities; and

         WHEREAS,  the Lenders are willing  severally  to provide the  Requested
Facilities  to Borrower,  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

<PAGE>

          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" means a financial  institution that becomes a
          Lender pursuant to the procedures set forth in Section 12.11(a).

               "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 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 the 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 A 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 to the
          Borrower by each of the Lenders severally.
<PAGE>

               "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  the  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 several (i) Term Loan Commitments of the
          Lenders in the  aggregate  original  principal  amount of One  Hundred
          Million Dollars ($100,000,000);  and (ii) Revolving Credit Commitments
          of  Lenders  in the  aggregate  principal  amount of  Fifteen  Million
          Dollars ($15,000,000), as such amount may be reduced from time to time
          pursuant to Section  5.3.  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 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 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.

               "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.
<PAGE>

               "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"  means any of the events  specified 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 assigned to such term
          in the recitals to this 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.

               "Financial Covenants" means any covenant contained in Article X.
<PAGE>

               "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.

               "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  D1, and the  master  Standby  Letter of
          Credit  Agreement  in the form of Exhibit  D2,  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.
<PAGE>

               "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 2.3.

               "Letter of Credit Commitment Amount" means the sum of $7,500,000,
          as that amount may from time to time be  adjusted  pursuant to Section
          5.4.

               "Letter of Credit Termination Date" means August 10, 2006.

               "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  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.

               "Maturity Date" means August 10, 2008.

               "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 or a Term Note.
<PAGE>

               "Notes"  means,  collectively,  the Revolving  Notes and the Term
          Notes.

               "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  B, as such
          percentage  may be  adjusted  from time to time  pursuant  to  Section
          12.11.

               "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.
<PAGE>

               "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.

               "Prohibited  Transaction"  means any  transaction  prohibited  by
          Section 406 of ERISA or Section 4975 of the Internal  Revenue Code, as
          amended from time to time.

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

               "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 or,
          in the case of a Bank  Subsidiary,  in its four most recent  quarterly
          call reports.

               "Revolving  Credit  Commitment"  means  Lenders'  commitments  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 B, as that amount may be adjusted  from time
          to time  pursuant to Section 5.3 or any  assignment  made  pursuant to
          Section 12.11.

               "Revolving Credit Termination Date" means August August 10, 2006.

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

               "Revolving Note" means a Note evidencing a Revolving Loan made by
          a Lender, which Note is in the form of Exhibit E 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 F, 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  G,
          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.
<PAGE>

               "Second Term Loan Funding Date" means November 11, 2005.

               "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.

               "Term Loan" shall have the meaning provided in Section 2.1.2.

               "Term Loan Commitment" means Lenders'  commitment to provide term
          loans as provided in Section 2.1.2.

               "Term Loan Commitment Amount" means, with respect to each Lender,
          the Term Loan  Commitment  amount set opposite  that  Lender's name on
          Exhibit B, as that amount may be adjusted  from time to time  pursuant
          to any assignment made pursuant to Section 12.11.

               "Term Note" means a promissory  note  evidencing a Term Loan made
          by a Lender and in the form of Exhibit H.

               "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 Fifteen
          Million Dollars ($15,000,000) as that amount may be adjusted from time
          to time pursuant to 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.

               "Total Term Loan Commitment  Amount" means the sum of One Hundred
          Million Dollars ($100,000,000).
<PAGE>

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

               (a) All accounting terms not specifically defined herein shall be
construed  in  accordance  with  GAAP  consistent  with  those  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) Section  references  are to this Agreement  unless  otherwise
specified.

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

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

               (e) 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."

               (f) 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.

               (g) 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.

               (h) 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  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:

               2.1.1. Revolving Credit 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

<PAGE>

          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. Term Loan Commitment.  Each Lender  shall  make a  loan to
                      --------------------
          Borrower on the Closing Date, equal to such Lender's Percentage of the
          sum of Eighty Million Dollars ($80,000,000).  Thereafter,  each Lender
          shall make a loan to Borrower on the Second  Term Loan  Funding  Date,
          equal to such Lender's Percentage of the sum of Twenty Million Dollars
          ($20,000,000),  which  each  Lender  shall  remit to the  Borrower  in
          accordance  with Section 2.4 (the "Second Term Loan").  Each  Lender's
          loan to the  Borrower  on the  Closing  Date and the Second  Term Loan
          Funding Date shall comprise each Lender's "Term Loan" to the Borrower.
          The Term  Loans in the  aggregate  shall  equal  the  Total  Term Loan
          Commitment  Amount.  The  commitments  of  Lenders  to make Term Loans
          hereunder  shall  expire  with  making of the Term Loan on the Closing
          Date and the Second Term Loan on the Second Term Loan Funding Date, as
          applicable.

               2.1.3. Letter  of  Credit  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
          Letter of Credit Termination Date, in an aggregate amount at any  time
          outstanding not to exceed the Letter of Credit Commitment Amount. 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  equal  to  such  Lender's
          Percentage   of  the  face   amount   of  that   Letter   of   Credit.
          Notwithstanding  anything to the contrary above  provided,  at no time
          shall the aggregate  face amount of all Letters of Credit  outstanding
          exceed the Letter of Credit Commitment Amount.

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

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

                    (a)  Each  Revolving  Loan  shall  occur  following  written
               request  via such form as  attached  as  Exhibit I or  telephonic
               request  to the  Agent  from the  Borrower,  with any  telephonic
               request  to be  confirmed  by fax in  such  form as  attached  as
               Exhibit I. 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
<PAGE>

               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 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.


<PAGE>

               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 Exhibit J or by  telephonic  request
               to be confirmed by fax in such form as attached as Exhibit J 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.
<PAGE>

                      (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
               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.
<PAGE>

               Section 2.3   Letters 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
               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  Letter  of  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:
<PAGE>

                      (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  5.4,  or if an  Event  of  Default  shall  occur  and be
               continuing,  and in any event on the Letter of 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."

                      (b) "Permissible Securities" means securities described in
               Exhibit K, 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 K.
               The "Collateral Value" of cash is its face value.
<PAGE>

                      (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    Second Term  Loan Procedures.  Funding  of  the  Second
                         ----------------------------
Term Loan shall  occur  following  written  request via such form as attached as
Exhibit  I or  telephonic  request  to the  Agent  from the  Borrower,  with any
telephonic request to be confirmed by fax in such form as attached as Exhibit I.
Such notice or request  shall  specify,  if any portion of such Second Term 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 Second  Term Loan  Funding  Date or, if all or any  portion of the Second
Term Loan  will bear  interest  at a  Eurodollar  Rate,  not  later  than  three
Eurodollar  Business  Days  prior to the Second  Term Loan  Funding  Date.  Upon
fulfillment of the foregoing and the applicable  conditions set forth in Article
VI, each Lender shall remit its  Percentage of the Second Term Loan to the Agent
in immediately  available funds not later than 11:00 a.m.  (California  time) on
the Second Term Loan Funding  Date by wire  transfer to the account of the Agent
most recently  designated  by it for such purpose by notice to the Lenders.  The
Agent  will make  such  Second  Term  Loan  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  Second  Term Loan
Funding  Date.  The Agent shall have no  obligation  to disburse the Second Term
Loan if any  condition  set forth in  Article VI has not been  satisfied  on the
Second Term Loan Funding Date.  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 the Second Term Loan,
the Agent may assume that such Lender has made such share available on such date
in accordance with this  Section 2.4 and  may, in reliance upon such assumption,

<PAGE>

make available to the Borrower a  corresponding  amount.  If a Lender has not in
fact made its  Percentage of the  applicable  Second Term 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 Second Term Loan.

          Section  2.5   Use of Proceeds.  The proceeds of the Advances shall be
                         ---------------
used by the Borrower (i) to refinance  existing  indebtedness under the Existing
Credit Agreement; (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 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 a Term Note.

          Section  3.2   Payment of Term  Note.   The entire original  principal
                         ---------------------
balance of the Term Loan (including, after the same is advanced, the Second Term
Loan) made by each Lender shall be repaid in ten (10) equal  calendar  quarterly
installments,  each  equal  to five  percent  (5%) 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 due under this  Agreement),
due on the Maturity  Date,  which is the absolute and final due date of the Term
Loan. The first such quarterly  installment  shall be due on March 31, 2006, and
on the last day of each calendar quarter thereafter, until the 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.


<PAGE>

                                   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 or Term Loan at all times and to the
          extent the Eurodollar Rate is not applicable to such Revolving or Term
          Loan, 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 87.5
          basis  points for each  Revolving  Loan and 100 basis  points for each
          Term Loan.

          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 Payments.
                         -----------------

                   (a)   Interest. Interest accruing on the principal balance of
          the Notes shall be due and payable as follows:

                         (i)  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,  2005;  and  the  last  payment  of
                              interest  shall  be  due on the  Revolving  Credit
                              Termination Date with respect to  Revolving  Notes
                              and on the  Maturity  Date  with  respect  to Term
                              Notes.

                         (ii) 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.

                   (b)   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 Note shall be due and payable
          on the Maturity Date.
<PAGE>

          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.  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,  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.

          Section  4.5   Payment on  Nonbusiness Days.  Payments of interest on
                         ----------------------------
Eurodollar Fundings shall be governed by Section 4.3(a)(ii). 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,  through and including the first adjustment occurring
as specified below, shall be 0.875%,  1.00% and 1.00%,  respectively.  Beginning
with the  receipt by the  Lenders of the  financial  statements  and  Compliance
Certificate  for the period ending  September 30, 2005,  each 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)
----------                     -----------------                -----------------       -----------------

<C>                                 <C>                                <C>                    <C>
1.75 to 1.00 or more                112.5                              125.0                  125.0

1.00 to 1.00 or more, but           100.0                              112.5                  112.5
less than 1.75 to 1.00

Less than 1.00 to 1.00               87.5                              100.0                  100.0

</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.
<PAGE>

                                   ARTICLE V.

                        FEES, REDUCTIONS AND PREPAYMENTS

          Section  5.1   Term  and  Revolving Loan Commitment Fee.  The Borrower
                         ------------------------------------------
shall pay to the Agent,  for the benefit of the Lenders,  a commitment fee at an
annual rate equal to 20.0 basis points  (0.20%)  applied to the aggregate  daily
average unused amount of both the Revolving Credit Commitment Amounts and, until
funded,  the Second  Term Loan.  This  commitment  fee shall be due and  payable
quarterly  in arrears,  with the first  payment due  September  30, 2005 for the
period from the Closing  Date  through  September  30,  2005,  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.

          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, 2005, 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.

                   (c)   Letter of Credit  Commitment  Fee.  The Borrowers shall
          pay  to  Agent, for  the  benefit of  Lenders,  a commitment fee at an
          annual  rate  equal to  20.0  basis  points  (.200%)  applied  to  the
          aggregate   daily  average  unused  amount of  the  Letter  of  Credit
          Commitment  Amount.  The  commitment fee  shall  be  due  and  payable
          quarterly  in   arrears   with   the   first   quarterly  payment  due
          September 30, 2005. Any such  commitment  fee  remaining unpaid on the
          Revolving Credit Termination  Date  shall  be  due and payable on that
          date.
<PAGE>

          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   Termination   or   Reduction   of   Letter   of  Credit
                         -------------------------------------------------------
Commitment.  The Borrower  may  at  any time and from time to time upon ten (10)
----------
calendar days' prior notice to Agent, permanently terminate the Letter of Credit
Commitment  in whole or  permanently  reduce the Letter of Credit  Commitment in
part,  without  penalty  or  premium,  provided  that (i) the  Letter  of Credit
Commitment shall in all events be terminated in full if the Total Revolving Loan
Commitment  Amount is  terminated  in full  pursuant to Section  5.3,  (ii) each
partial reduction shall be in the amount of $1,000,000.00 or a multiple thereof,
and (iii) no reduction shall reduce the Letter of Credit Commitment to an amount
less than the  aggregate  amount of all  outstanding  Letters  of Credit at that
time.

          Section  5.5   Voluntary Prepayments. The Borrower may prepay all or a
                         ---------------------
portion of the  principal  balance of the  Revolving  and/or Term Notes  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 Note must be accompanied by pro rata prepayment of each other Lender's such
Note,  (ii) any  prepayment  of the full  amount of any such Note shall  include
accrued interest thereon, and (iii) each partial prepayment of the Floating Rate
Portion of such  Notes  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  Notes  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 Note must be  accompanied  by
pro rata prepayment of each other Lender's such Note, (ii) any prepayment of the
full amount of any such Note shall include accrued interest thereon,  (iii) each
partial  prepayment of the Eurodollar  Rate Portion of the Notes 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 Notes
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 5.6(b).

          Section  5.6   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):
<PAGE>

                   (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

<PAGE>

          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.

                   (c)   A  notice  from   any  Lender  under  this  Section 5.6
          claiming compensation and setting forth the additional amount or 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  5.7   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.
<PAGE>

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  5.8   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
any outstanding  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.

                                   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 Borrower such  corporation who are authorized

<PAGE>

          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.

                   (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
          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 the following sums: (i) to
          Agent for the benefit of the Lenders,  a commitment  fee  equal to  15
          basis  points (0.15%) applied  to the  aggregate  of (1) the Letter of

<PAGE>

          Credit Commitment  Amount,  (2)  all  Lenders'  Term  Loan  Commitment
          Amounts,  and (3) all  Lenders'  Revolving  Credit Commitment amounts;
          and (ii) to Agent any fees (in  addition to that  provided  in  clause
          (i)) provided for in Fee Letter agreement  between Borrower and  Agent
          dated June 7, 2005.  Fees  provided for at this  Section  6.1(l) shall
          be in addition to all fees provided for at Article V hereof.

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.

                                   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
          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.


                   (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.
<PAGE>

          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,
2004,  and call  reports of the Bank  Subsidiaries  dated as of March 31,  2005.
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.
<PAGE>

          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.

          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.
<PAGE>

                                  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 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 10Q filed with  the
          SEC with respect to such fiscal quarter.

                   (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 C is a copy.
<PAGE>

                   (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.

                   (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 such 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.

          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.
<PAGE>

          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  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

<PAGE>

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 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 L, 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.


<PAGE>

                   (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:

                   (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

<PAGE>

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 (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.

          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.
<PAGE>

                                   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 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).

                                   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.
<PAGE>

                   (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 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

<PAGE>

          the  application  or consent of the  Borrower  or its  Subsidiary,  as
          applicable,  and such  appointment  shall continue  undischarged for a
          period of thirty (30)  calendar  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 $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

<PAGE>

          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;  (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.
<PAGE>

                   (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.

                                  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


<PAGE>
          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 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).
<PAGE>

          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  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 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.
<PAGE>

          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.

          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

<PAGE>

          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.

                   (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.
<PAGE>

          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.

          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.
<PAGE>

          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

<PAGE>

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
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

<PAGE>

(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>

         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, MO 63042
Attention:  Allen H. Blake                   By /s/ Allen H. Blake
                                                --------------------------------
Telecopier:  (314) 592-6621                   Its   President and
                                                    Chief Executive Officer
                                                 -------------------------------



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


Address:                                     WELLS FARGO BANK, NATIONAL
MAC N2650-140                                    ASSOCIATION, as Agent
120 S. Central Avenue, 14th Floor
St. Louis, Missouri 63105-1705
Attention: Holly Heidtbrink
Telecopier: (314)-726-3173                   By /s/ Holly Heidtbrink
                                                --------------------------------
                                              Its   Vice President
                                                 -------------------------------



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


Address:                                     WELLS FARGO BANK, NATIONAL
MAC N2650-140                                 ASSOCIATION, as a Lender
120 S. Central Avenue, 14th Floor
St. Louis, Missouri 63105-1705
Attention: Holly Heidtbrink
Telecopier: (314)-726-3173                   By /s/ Holly Heidtbrink
                                                --------------------------------
                                              Its   Vice President
                                                 -------------------------------

Commitment Amount: $32,500,000
Percentage: 26.530612%



            (Signature Page to Secured Credit Agreement Page 3 of 9)

<PAGE>


Address:                                     JP MORGAN CHASE BANK, N.A.

WI1-2031
111 East Wisconsin Avenue
Milwaukee, WI 53201-2033
Attention: Douglas A. Gallun, Jr.
Telecopier: (312) 661-9511                   By /s/ Douglas A. Gallun, Jr.
                                                --------------------------------
                                              Its   Senior Vice President
                                                 -------------------------------
Commitment Amount: $17,500,000
Percentage: 14.285714%



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


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

Commitment Amount: $17,500,000
Percentage: 14.285714%



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


Address:                                     THE NORTHERN TRUST COMPANY
50 South LaSalle Street, L-8
Chicago, Illinois 60675
Attention: Lisa McDermott
Telecopier: (312) 444-2336                   By /s/ Lisa McDermott
                                                --------------------------------
                                              Its   Vice President
                                                 -------------------------------

Commitment Amount: $10,000,000
Percentage: 8.163265%



            (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
                                                 -------------------------------

Commitment Amount:  $15,000,000
Percentage: 12.244898%



            (Signature Page to Secured Credit Agreement Page 7 of 9)
<PAGE>


Address:                                     FIFTH THIRD BANK (CHICAGO)
1701 Gold Road
Tower One, Suite 700
Rolling Meadows, IL 60008
Attention: Patrick A. Horne
Telecopier: (847) 354-7130                   By /s/ Patrick A. Horne
                                                --------------------------------
                                              Its   Vice President
                                                 -------------------------------

Commitment Amount:  $12,500,000
Percentage: 10.204082%



            (Signature Page to Secured Credit Agreement Page 8 of 9)
<PAGE>


Address:                                     U.S. BANK NATIONAL ASSOCIATION
Correspondent Banking
SL-TW-11SI
7th & Washington
St. Louis, MO   63101
Attention:  David C. Buettner, VP
Telecopier:  (314) 418-8394                  By /s/ David C. Buettner
                                                --------------------------------
                                              Its   Vice President
                                                 -------------------------------
Commitment Amount:  $17,500,000
Percentage: 14.285714%



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

<PAGE>


                                    EXHIBIT A

                            BORROWER PLEDGE AGREEMENT

          This  Agreement  is made as of the ____ day of  August,  2005,  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
an Amended and Restated  Secured Credit  Agreement  dated as of August 11, 2005,
(the "Credit  Agreement"),  pursuant to which such financial  institutions  (the
"Lenders")  have  agreed to lend up to  $115,000,000  to Debtor and  pursuant to
which  Secured  Party has  agreed to issue up to  $7,500,000  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

<PAGE>

          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.

          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.
<PAGE>

          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>
<TABLE>
<CAPTION>

                                    EXHIBIT B

                             LOAN COMMITMENT AMOUNTS

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

                                       Revolving
                                         Loan              Term Loan
   Name                               Commitment           Commitment         Percentage
                                        Amount               Amount             Amount        Notice Address
   ---------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                 <C>                 <C>              <C>
   Wells Fargo Bank, National         $3,979,592          $26,530,612         26.530612%      MAC N2650-140
        Association, as a Bank                                                                120 S. Central Avenue, 14th Floor
                                                                                              St. Louis, Missouri 63105-1705
                                                                                              Attention: Holly Heidtbrink
                                                                                              Telecopier:(314)-726-3173
   ---------------------------------------------------------------------------------------------------------------------------------
   JP Morgan Chase Bank, N.A.         $2,142,857          $14,285,714         14.285714%      Commercial Banking
                                                                                              WI1-2031
                                                                                              111 East Wisconsin Avenue
                                                                                              Milwaukee, WI 53201-2033
                                                                                              Attention: Douglas A. Gallun, Jr.
                                                                                              Telecopier: (414) 977-6788
   ---------------------------------------------------------------------------------------------------------------------------------
   LaSalle Bank National              $2,142,857          $14,285,714         14.285714%      One North Brentwood, Suite 950
        Association                                                                           Clayton, Missouri 63105
                                                                                              Attention: Robert J. Mathias
                                                                                              Telecopier: (314) 621-1612
   ---------------------------------------------------------------------------------------------------------------------------------
   The Northern Trust Company         $1,224,490           $8,163,265          8.163265%      50 South LaSalle Street, L-8
                                                                                              Chicago, Illinois 60675
                                                                                              Attention: Thomas E. Bernhardt
                                                                                              Telecopier: (312) 444-4906
   ---------------------------------------------------------------------------------------------------------------------------------
   Union Bank of California,          $1,836,735          $12,244,898         12.244898%      445 South Figureroa Street
        N.A.                                                                                  Los Angeles, California 90071
                                                                                              Attention: Dennis A. Cattell
                                                                                              Telecopier: (213) 236-5548
   ---------------------------------------------------------------------------------------------------------------------------------
   Fifth Third Bank (Chicago)         $1,530,612          $10,204,082         10.204082%      1701 Golf Road
                                                                                              Tower One, Suite 700
                                                                                              Rolling Meadows, IL 60008
                                                                                              Attention: Patrick A. Horne
                                                                                              Telecopier: (847) 354-7130
   ---------------------------------------------------------------------------------------------------------------------------------
   U.S. Bank National                 $2,142,857          $14,285,714         14.285714%      Correspondent Banking
        Association                                                                           SL-TW-11SI
                                                                                              7th & Washington
                                                                                              St. Louis, MO   63101
                                                                                              Attention:  David C. Buettner, VP
                                                                                              Telecopier:  (314) 418-8394
   ---------------------------------------------------------------------------------------------------------------------------------

</TABLE>
<PAGE>

                                    EXHIBIT 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  Amended and  Restated
Secured Credit Agreement dated as of August ___, 2005, (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:
<TABLE>
<CAPTION>

4.7       Funded Debt Ratio
          -----------------
                                                                             Revolving
(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
---------------------------------        -----------       ----------         ------           ------           ------
                  $
-------------     ---------------
-------------     ---------------
-------------     ---------------
-------------     ---------------
<S>                                      <C>                <C>                <C>              <C>               <C>
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)
                                        Tier I Capital    Average Total       Ratio of         Minimum
                                        --------------    -------------      (1) to (2)         Ratio
                                                             Assets          ----------       Permitted
                                                             ------                           ---------
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)               (2)                            Minimum
                                         Allowance for     Non-Performing      Ratio of         Ratio
                                           Loan and           Assets          (1) to (2)      Permitted
                                         Lease Losses         ------          ----------      ---------

First Banks, Inc. (consolidated)                                                       %         100%
                                          ----------         --------         ----------         ----

</TABLE>


<PAGE>



         Signed as of the day and year first above written.

                  FIRST BANKS, INC.


                  By:
                       ---------------------------------------------------------
                          Chief Executive Officer and Chief Financial Officer

                  By:
                       ---------------------------------------------------------
                           Senior Vice President - Chief Accounting Officer

                  By:
                       ---------------------------------------------------------
                                        Chief Operating Officer

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


<PAGE>
<TABLE>
<CAPTION>


                                                          EXHIBIT D1

                                           APPLICATION FOR STANDBY LETTER OF CREDIT

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

           -------------------    --------------------------------------------------------------------------------
<S>     <C>                       <C>                     <C>                     <C>
                                  FOR WELLS FARGO'S
           DATE                   USE ONLY                LETTER OF CREDIT NO.     DOCUMENT 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            AMOUNT:  (In words)
and Address)

                                                              ----------------------------- ----------------------
                                                              (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, with any    PLACE OF EXPIRATION:   Unless   otherwise
option, with  any  bank(s) or with a bank nominated by Wells Fargo by    specified   herein,   the  Credit  is  to
negotiation of draft(s) drawn at sight on Wells Fargo.                   expire  at  Wells  Fargo's issuing office
                                                                         or,  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  indicates  agreement  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  AU  MAC COMMITMENT NO.
                                                               (Print)



------------------------------------------------------------------------------------------------------------------
PHONE      AFS INTERFACE REQUIRED:    STANDALONE                   COLLATERAL           PURPOSE        DATE
                                      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 D2
                       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.

         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.
<PAGE>

         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
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

<PAGE>

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
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.
<PAGE>

         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.
<PAGE>

         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  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

<PAGE>

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
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

<PAGE>

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.

         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).
<PAGE>

         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.

         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.
<PAGE>

         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 14, 2003, 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.

     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.
<PAGE>

<TABLE>
<CAPTION>


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



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

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

              ------------------------------------------------                     -------------------------------------------------
                                 Signature                                                            Signature
    Address:                                                             Address:
              ------------------------------------------------                     -------------------------------------------------

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

              ------------------------------------------------                     -------------------------------------------------
       Date:                                                                Date:
              ------------------------------------------------                     -------------------------------------------------

</TABLE>






<PAGE>


                                    EXHIBIT E

                                 REVOLVING NOTE

$_________________                                           St. Louis, Missouri

                                                               August ____, 2005

         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 _______________ 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 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  Amended  and
Restated  Credit  Agreement  dated August 11, 2005 (as 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 F

                         SAN FRANCISCO COMPANY GUARANTY

                                                              August _____, 2005

         This Guaranty is made as of August ____, 2005 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 an Amended and Restated  Secured  Credit  Agreement
dated as of August 11, 2005,  (the "Credit  Agreement"),  pursuant to which such
financial institutions (the "Lenders") have agreed to lend up to $115,000,000 to
the  Borrower  and  pursuant  to  which  the  Agent  has  agreed  to issue up to
$7,500,000  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.
<PAGE>

         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.

         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.
<PAGE>

         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 G

                    SAN FRANCISCO COMPANY SECURITY AGREEMENT

         This Agreement is made as of August _____, 2005, 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 an Amended and Restated
Secured Credit Agreement dated as of August 11, 2005, (the "Credit  Agreement"),
pursuant to which such financial  institutions  (the  "Lenders")  have agreed to
lend up to  $115,000,000  to Borrower  and pursuant to which  Secured  Party has
agreed to issue up to $7,500,000 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

<PAGE>

         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.

         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.
<PAGE>

         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 H


                                 TERM LOAN NOTE


$_________________                                           St. Louis, Missouri
                                                             August ______, 2005
         For value  received,  the  undersigned  FIRST  BANKS,  INC., a Missouri
corporation  (the   "Borrower"),   hereby  promises  to  pay  to  the  order  of
_________________,  a _____________ (the "Lender"), at the office of Wells Fargo
Bank, National Association, as agent (the "Agent") at Sixth Street and Marquette
Avenue, Minneapolis,  Minnesota, or at any other place designated at any time in
accordance with the Credit Agreement (as hereinafter  defined),  in lawful money
of the  United  States  of  America  and in  immediately  available  funds,  the
principal sum of  _______________  Dollars  ($______________)  or, if less,  the
aggregate  unpaid  principal  amount of all Term Loans, as defined in the Credit
Agreement,  made by the  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 rate  determined  from time to time under the  Amended  and
Restated   Secured   Credit   Agreement  of  even  date  herewith  (as  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 ten (10)  equal  calendar
quarterly installments,  beginning March 31, 2006, equal to five percent (5%) of
the  Principal  Balance,  with a final  payment  equal to the  entire  remaining
principal  balance (and all accrued and unpaid interest and other sums due under
this Agreement) due on the Maturity Date, as defined in the Credit Agreement.

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



<PAGE>


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


         BORROWER:                         FIRST BANKS, INC.





                                           By __________________________________


                                           Its _________________________________













<PAGE>



                                    EXHIBIT I

                               NOTICE OF BORROWING

         Pursuant  to  Section  _______ of that  certain  Amended  and  Restated
Secured Credit  Agreement dated as of August 11, 2005, 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] [Second 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.



<PAGE>


DATED:  ___________________                  FIRST BANKS, INC.


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


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








<PAGE>


                                    EXHIBIT J

                        NOTICE OF CONVERSION/CONTINUATION

         Pursuant to Section ______ of that certain Amended and Restated Secured
Credit  Agreement  dated as of August 11,  2005,  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] [Second 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 K

                             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 L

                         NOTICE OF PERMITTED ACQUISITION

         This  Notice is being  submitted  on this ___ day of  ________,  200__,
pursuant to Section 8.9 of the Amended and  Restated  Secured  Credit  Agreement
dated as of August 11, 2005, (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]