Exhibit 10.12
LOGO [g98154image.jpg]
390 Greenwich Street - 4th floor
New York, New York 10013
212-816-6000
April 15, 2009
THE PURPOSE OF THIS LETTER AGREEMENT (THIS "CONFIRMATION") IS TO AMEND AND
RESTATE THAT CONFIRM DATED JUNE 12, 2007 THAT SETS FORTH THE TERMS AND
CONDITIONS OF THE TRANSACTION BETWEEN CITIGROUP GLOBAL MARKETS INC. ("CGMI") AND
FIRST STATE BANK ("COUNTERPARTY") ON THE TRADE DATE SET FORTH BELOW (THE
"ORIGINAL CONFIRM"). CGMI AND COUNTERPARTY AGREE THAT THE ORIGINAL CONFIRM SHALL
BE AMENDED AND RESTATED TO READ AS FOLLOWS:
COUNTERPARTY AND CGMI ARE PARTIES TO THE MASTER REPURCHASE AGREEMENT DATED AS OF
MAY 23, 2007 (AS AMENDED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME,
OR ANY MASTER REPURCHASE AGREEMENT ENTERED INTO WHICH MAY BE DEEMED TO SUPERCEDE
THE AFORMENTIONED AGREEMENT, THE "AGREEMENT"), AND THIS CONFIRMATION SHALL
SUPPLEMENT, FORM A PART OF, AND BE SUBJECT TO, SUCH AGREEMENT UPON THE EXECUTION
AND DELIVERY THEREOF BY BOTH PARTIES, AND ALL PROVISIONS CONTAINED OR
INCORPORATED BY REFERENCE IN SUCH AGREEMENT SHALL GOVERN THIS TRANSACTION EXCEPT
AS EXPRESSLY MODIFIED HEREIN. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THIS
CONFIRMATION AND THE AGREEMENT, THIS CONFIRMATION WILL GOVERN. TERMS DEFINED IN
THE AGREEMENT AND USED BUT NOT OTHERWISE DEFINED IN THIS CONFIRMATION SHALL HAVE
THE SAME MEANING AS IN THE AGREEMENT.
TRANSACTION:
REVERSE REPURCHASE SELLER:
COUNTERPARTY BUYER:
CGMI
PURCHASED SECURITIES:
AGENCY DEBT PURCHASE DATE:
JUNE 14, 2007 REPURCHASE
DATE:
JUNE 14, 2017 Pricing Rate:
4.97% MARGIN PERCENTAGE:
10% HAIR-CUT
PURCHASE PRICE:
USD $5,000,000.00
PURCHASE PRICE TO REMAIN CONSTANT DURING
TERM OF TRANSACTION UNLESS OTHERWISE AGREED BY THE PARTIES. LOCK OUT DATE:
JUNE 14, 2009 SELLER PAYMENTS:
SELLER SHALL PAY THE BUYER INTEREST QUARTERLY,
ON THE 14 TH OF EVERY SEPTEMBER, DECEMBER, MARCH, AND JUNE (OR IF SUCH DATE IS
NOT A NEW YORK AND LONDON BUSINESS DAY,
THEN THE FOLLOWING DAY THAT IS A NEW YORK AND LONDON BUSINESS
DAY UNLESS THAT DAY FALLS IN THE NEXT CALENDAR MONTH, IN WHICH
CASE THAT DATE WILL BE THE FIRST PRECEDING DAY THAT IS A BUSINESS
DAY), COMMENCING SEPTEMBER 14, 2007, ON AN ACTUAL/360 BASIS. CALCULATION AGENT:
CGMI CALL OPTION:
CGMI SHALL HAVE THE RIGHT IN ITS OWN DISCRETION TO
TERMINATE THE TRANSACTION ON THE LOCK OUT DATE OR ANY QUARTERLY PAYMENT DATE
THEREAFTER WITH TWO NEW YORK BUSINESS DAYS PRIOR NOTICE BY TELEPHONE OR FAX.
MARGIN:
MARK TO MARKET DAILY.
MARGIN REQUIREMENTS MAY BE SATISFIED BY
DELIVERY OF CASH OR ADDITIONAL PURCHASE SECURITIES, OR AS OTHERWISE AGREED BY
THE PARTIES.
UPON THE PROVISION OF SEVEN (7) DAY'S NOTICE, BUYER MAY REQUIRE
ADDITIONAL MARGIN (AS DETERMINED BY BUYER, IN ITS ABSOLUTE DISCRETION) FROM
SELLER WITH RESPECT TO ANY UNDERLYING INTEREST RATE EXPOSURE FOR THIS
TRANSACTION. UPON RECEIPT OF SUCH NOTICE, SELLER SHALL TRANSFER CASH OR
ADDITIONAL PURCHASED SECURITIES (AS DEFINED IN THE AGREEMENT) NO LATER THAN THE
CLOSE OF BUSINESS IN THE RELEVANT MARKET ON THE SEVENTH DAY FOLLOWING RECEIPT OF
NOTICE (OR IF SUCH DAY IS NOT A BUSINESS DAY, THEN THE FOLLOWING BUSINESS DAY).
TERMINATION EVENT:
(A)