exv10w2






Exhibit 10.2




United States Department of the Treasury

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220




July 6, 2011


Ladies and Gentlemen:




     Reference is made to that certain Letter Agreement incorporating the Securities Purchase
Agreement — Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth
on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the
company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined
herein shall have the meanings assigned to them in the Securities Purchase Agreement. Pursuant to
the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of
shares of the series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”)
and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto
(the “Warrant”).



     In connection with the consummation of the repurchase (the “Repurchase”) by the Company from
the Investor, on the date hereof, of the number of Preferred Shares listed on Schedule A hereto
(the “Repurchased Preferred Shares”), as permitted by the Emergency Economic Stabilization Act of
2008, as amended by the American Recovery and Reinvestment Act of 2009:




     (a) The Company hereby acknowledges receipt from the Investor of the share
certificate(s) set forth on Schedule A hereto representing the Preferred Shares; and




     (b) The Investor hereby acknowledges receipt from the Company of a wire transfer to the
account of the Investor set forth on Schedule A hereto in immediately available funds of the
aggregate purchase price set forth on Schedule A hereto, representing payment in full for
the Repurchased Preferred Shares at a price per share equal to the Liquidation Amount per
share, together with any accrued and unpaid dividends to, but excluding, the date hereof.



     The Investor and the Company hereby agree that, notwithstanding Section 4.4 of the Securities
Purchase Agreement, immediately following consummation of the Repurchase, but subject to compliance
with applicable securities laws, the Investor shall be permitted to Transfer all or a portion of
the Warrant with respect to, and/or exercise the Warrant for, all or a portion of the number of
shares of Common Stock issuable thereunder, at any time and without limitation, and Section 4.4 of
the Securities Purchase Agreement shall be deemed to be amended in order to permit the foregoing.
The Company shall take all steps as may be reasonably requested by the Investor to facilitate any
such Transfer.



 









 





     In addition, the Company agrees that in the event it elects to repurchase the Warrant, it
shall deliver to the Investor within 15 calendar days of the date hereof a notice of intent to
repurchase the Warrant, which notice shall be in accordance with Section 4.9(b) of the Securities
Purchase Agreement (the “Warrant Repurchase Notice”). In the event the Company does not deliver
the Warrant Repurchase Notice to the Investor within 15 calendar days of the date hereof, the
Investor hereby provides notice, pursuant to Section 4.5(p) of the Securities Purchase Agreement,
of its intention to sell the Warrant, such notice to be effective as of the first day following the
end of such 15-day period.



     In the event that the Company delivers a Warrant Repurchase Notice and the Company and the
Investor fail to agree on the Fair Market Value of the Warrant pursuant to the procedures
(including the Appraisal Procedure), and in accordance with the time periods, set forth in Section
4.9(c) of the Securities Purchase Agreement or the Company revokes the delivery of such Warrant
Repurchase Notice, then the Investor hereby provides notice of its intention to sell the Warrant.



     This letter agreement will be governed by and construed in accordance with the federal law of
the United States if and to the extent such law is applicable, and otherwise in accordance with the
laws of the State of New York applicable to contracts made and to be performed entirely within such
State.



     This letter agreement may be executed in any number of separate counterparts, each such
counterpart being deemed to be an original instrument, and all such counterparts will together
constitute the same agreement. Executed signature pages to this letter agreement may be delivered
by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been
delivered.



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     In witness whereof, the parties have duly executed this letter agreement as of the date first
written above.



	 	 	 	 	 
	 	UNITED STATES DEPARTMENT OF

THE TREASURY

 	 
	 	By:  	/s/ Tim Massad
 	 
	 	 	Name:  	Timothy G. Massad 	 
	 	 	Title:  	Acting Assistant Secretary for
Financial Stability 	 
	 
	 	HOME BANCSHARES, INC.

 	 
	 	By:  	/s/ Randy Mayor
 	 
	 	 	Name:  	Randy Mayor 	 
	 	 	Title:  	CFO 	 
	 




 









 





SCHEDULE A



General Information:





Date of Letter Agreement incorporating the Securities Purchase Agreement: January 16, 2009




Name of the Company: Home BancShares, Inc.




Corporate or other organizational form of the Company: Corporation




Jurisdiction of organization of the Company: Arkansas




Number and series of preferred stock issued to the Investor at the Closing: 50,000 shares
of Company’s Fixed Rate Cumulative Perpetual Preferred Stock Series A




Number of Initial Warrant Shares: 288,129 shares


Terms of the Repurchase:





Number of Preferred Shares repurchased by the Company: 50,000 shares




Share certificate number (representing the Preferred Shares previously issued to the
Investor at the Closing): ZQ00000001




Per share Liquidation Amount of Preferred Shares: $1,000 per share




Accrued and unpaid dividends on Preferred Shares: $354,166.67




Aggregate purchase price for Repurchased Preferred Shares: $50,354,166.67


Investor wire information for payment of purchase price:



ABA Number: 021000018



Bank: Bank of New York Mellon



Account Name: BETA EESA Preferred Account



Account Number: GLA/111567