Exhibit 10.11
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 MAY 24, 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 PASSTHROUGHS AND AGENCY DEBENTURES PURCHASE
DATE:
MAY 25, 2007 REPURCHASE DATE:
MAY 25, 2017 *PRICING RATE:
A)
FROM, AND INCLUDING, THE PURCHASE DATE, UP TO, BUT NOT INCLUDING, MAY 25, 2009,
THE PRICING RATE SHALL BE 3 MONTH LIBOR MINUS 100 BASIS POINTS PER ANNUM;
PROVIDED THAT, SUCH PRICING RATE SHALL NOT BE LESS THAN 0.00%; AND
(B) FROM,
AND INCLUDING, MAY 25, 2009, UP TO, AND INCLUDING, THE REPURCHASE DATE, THE
PRICING RATE SHALL BE 4.95%. INITIAL 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:
MAY 25,
2009 SELLER PAYMENTS:
SELLER SHALL PAY THE BUYER INTEREST QUARTERLY, ON THE
15 TH OF EVERY AUGUST, NOVEMBER, FEBRUARY, AND MAY (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
AUGUST 25, 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