IF SELLER FAILS TO PROVIDE ADDITIONAL MARGIN FOR ANY
INTEREST RATE EXPOSURE WITHIN THE SEVEN (7) DAYS OF BUYER'S NOTICE (AS MORE
SPECIFICALLY DESCRIBED ABOVE), THEN SUCH FAILURE SHALL BE AN EVENT OF DEFAULT
UNDER THE AGREEMENT, WITH SELLER BEING THE DEFAULTING PARTY.
(B) IT SHALL
CONSTITUTE AN ADDITIONAL EVENT OF DEFAULT UNDER THE AGREEMENT (AND BUYER SHALL
HAVE THE RIGHTS OF THE NON-DEFAULTING PARTY SET FORTH IN PARAGRAPH 11 OF THE
AGREEMENT) IF ANY OF THE FOLLOWING OCCUR WITH RESPECT TO SELLER:
(1) SELLER
CEASES TO BE "ADEQUATELY CAPITALIZED" AT ANY TIME BEFORE SEPTEMBER 30, 2009; OR
(2) SELLER FAILS TO REGAIN AND MAINTAIN "WELL CAPITALIZED" STATUS ON AND
AFTER SEPTEMBER 30, 2009; OR
(3) SELLER IS ISSUED A "CEASE AND DESIST ORDER"
AT ANY TIME BY ITS FEDERAL OR STATE REGULATORS; OR
(4) SELLER FAILS TO DELIVER (BY APRIL 16, 2009) ADDITIONAL CASH MARGIN SUCH
THAT THE TOTAL AMOUNT OF EXCESS CASH MARGIN IS EQUAL TO $500,000 (SUCH AMOUNT
SHALL BE IN ADDITION TO ANY MARGIN REQUIRED TO BE DELIVERED UNDER THE "MARGIN"
SECTION HEREUNDER OR OTHERWISE UNDER THE AGREEMENT) (THE "EXCESS MARGIN"); OR
(5) SELLER FAILS AT ANY TIME TO MAINTAIN EXCESS MARGIN EQUAL TO $500,000.
"ADEQUATELY CAPITALIZED" AND "WELL CAPITALIZED" SHALL HAVE THE MEANINGS SET
FORTH UNDER 12 U.S.C., AS DETERMINED BY SELLER'S APPROPRIATE FEDERAL BANKING
AGENCY, BUT IN NO EVENT LESS THAN THE AMOUNT REQUIRED IN A CAPITAL DIRECTIVE OR
OTHER CAPITAL REQUIREMENT BY SELLER'S APPROPRIATE FEDERAL BANKING AGENCY."
SELLER COVENANTS THAT IT SHALL NOTIFY BUYER AS PROMPTLY AS PRACTICABLE UPON THE
OCCURRENCE OF THE EVENTS IN SUBCLAUSES (1) (2) AND (3) OF THIS CLAUSE (B).
CGMI HAS SENT YOU A SYSTEM-GENERAGED CONFIRMATION IN ADDITION TO THIS
CONFIRMATION. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THIS CONFIMATION AND THE
SYSTEM-GENERATED CONFIRMATION, ABSENT MANIFEST ERROR THE TERMS OF THIS
CONFIRMATION SHALL PREVAIL. FROM AND AFTER THE DATE HEREOF, ALL REFERENCES IN
THE AGREEMENT OR OTHERWISE TO THE ORIGINAL CONFIRMATION SHALL BE DEEMED TO BE
REFERENCES TO THE ORIGINAL CONFIRMATION AS AMENDED AND RESTATED HEREBY.
PLEASE EXECUTE THIS CONFIRMATION BELOW AND RETURN TO ARLENE HAMILTON AT 388
GREENWICH STREET, 17TH FL, NEW YORK, NY 10013, TO SIGNIFY YOUR AGREEMENT TO THE
ABOVE TERMS.
THANK YOU.
CITIGROUP GLOBAL MARKETS INC.
NAME:
STEPHEN MALEKIAN TITLE:
MANAGING DIRECTOR
AGREED AND ACCEPTED:
FIRST STATE BANK BY:
NAME:
TITLE: