SECURED CREDIT AGREEMENT

EXHIBIT 10

SECURED CREDIT AGREEMENT

($125,000,000 Revolving Credit Facility, Including $10,000,000 Swingline

Sub-Facility and $5,000,000 Letter of Credit Sub-Facility)

dated as of August 8, 2007

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

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TABLE OF CONTENTS

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ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS...............................................................2

Section 1.1 Defined Terms............................................................................2

Section 1.2 Other Interpretive Provisions...........................................................11

ARTICLE II. COMMITMENTS OF THE LENDERS; BORROWING,

CONVERSION AND LETTER OF CREDIT PROCEDURES...........................................................12

Section 2.1 Commitments............................................................................12

2.1.1. Revolving Loan Commitment.............................................................12

2.1.2. Increase of the Revolving Loan Commitments............................................12

2.1.3. Letter of Credit Sub-Facility Commitment..............................................14

2.1.4. Swingline Commitment..................................................................14

2.1.5. Term Loan Conversion and Sub-Facility Commitment......................................14

Section 2.2 Revolving Loan Procedures.............................................................14

2.2.1 Borrowing Procedures..................................................................14

2.2.2 Conversion of Principal to Eurodollar Rates...........................................16

Section 2.3 Letter of Credit Procedures...........................................................18

2.3.1 Issuance/Lender Participation.........................................................18

2.3.2 Payment of Amounts Drawn Under Letters of Credit......................................19

2.3.3 Special Account.......................................................................19

2.3.4 Authorization for Borrowing...........................................................20

Section 2.4 Swingline Loan Procedures.............................................................20

2.4.1 Borrowing Procedures..................................................................20

2.4.2 Refinancing of Swingline Loans........................................................21

2.4.3 Repayment of Participations...........................................................22

Section 2.5 Term Loan Procedures..................................................................23

2.5.1. Initial Term Loans....................................................................23

2.5.2. Additional Term Loan Procedure........................................................23

Section 2.6 Use of Proceeds.......................................................................24

ARTICLE III. EVIDENCING OF LOANS.........................................................................24

Section 3.1 Notes.................................................................................24

Section 3.2 Payment of Initial and Additional Term Loan Notes.....................................24

Section 3.3 Recordkeeping.........................................................................24

ARTICLE IV. INTEREST.....................................................................................25

Section 4.1 Interest Rates........................................................................25

Section 4.2 Default Interest Rate.................................................................25

Section 4.3 Interest and Principal Payments.......................................................25

4.3.1 Interest..............................................................................25

4.3.2 Principal........................................................................... 26

4.3.3 Swingline Loans.......................................................................26

Section 4.4 Making of Payments....................................................................26

Section 4.5 Payment on Nonbusiness Days...........................................................26

Section 4.6 Computation of Interest and Fees......................................................27

Section 4.7 Generally.............................................................................27

ARTICLE V. FEES, REDUCTIONS AND PREPAYMENTS.............................................................27

Section 5.1 Commitment Fee........................................................................27

Section 5.2 Letter of Credit Fees.................................................................28

Section 5.3 Termination or Reduction of the Revolving Credit Commitments..........................28

Section 5.4 Voluntary Prepayments.................................................................28

Section 5.5 Fees on Advances and Indemnity........................................................29

Section 5.6 Capital Adequacy......................................................................30

Section 5.7 Failure of Any Lender to Make Advances................................................31

Section 5.8 Annual Agent's Fees...................................................................31

ARTICLE VI. CONDITIONS PRECEDENT.........................................................................32

Section 6.1 Initial Conditions Precedent..........................................................32

Section 6.2 Conditions Precedent to All Advances..................................................33

ARTICLE VII. REPRESENTATIONS AND WARRANTIES...............................................................34

Section 7.1 Corporate Existence and Power.........................................................34

Section 7.2 Authorization of Borrowing; No Conflict as to Law or Agreements.......................34

Section 7.3 Legal Agreements......................................................................35

Section 7.4 Subsidiaries..........................................................................35

Section 7.5 Financial Condition...................................................................35

Section 7.6 Adverse Change........................................................................35

Section 7.7 Litigation............................................................................35

Section 7.8 Regulation U..........................................................................35

Section 7.9 Taxes.................................................................................36

Section 7.10 Titles................................................................................36

Section 7.11 ERISA.................................................................................36

Section 7.12 Regulatory Matters....................................................................36

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ARTICLE VIII. AFFIRMATIVE COVENANTS.......................................................................36

Section 8.1 Reporting Requirements................................................................37

Section 8.2 Books and Records; Inspection and Examination.........................................38

Section 8.3 Compliance with Laws..................................................................38

Section 8.4 Payment of Taxes and Other Claims.....................................................39

Section 8.5 Operations............................................................................39

Section 8.6 Insurance.............................................................................39

Section 8.7 Preservation of Corporate Existence...................................................39

Section 8.8 Additional Collateral.................................................................39

Section 8.9 Notice of Permitted Acquisition.......................................................40

ARTICLE IX. NEGATIVE COVENANTS...........................................................................40

Section 9.1 Liens.................................................................................40

Section 9.2 Indebtedness..........................................................................40

Section 9.3 Guaranties............................................................................41

Section 9.4 Shareholder Redemptions...............................................................41

Section 9.5 Acquisitions..........................................................................41

Section 9.6 Subordinated Debt.....................................................................41

Section 9.7 Restrictions on Nature of Business....................................................41

Section 9.8 Negative Pledges; Subsidiary Restrictions.............................................42

Section 9.9 Issuance of Additional Stock..........................................................42

Section 9.10 Regulatory Matters....................................................................42

Section 9.11 Dividends.............................................................................42

ARTICLE X. FINANCIAL COVENANTS..........................................................................42

Section 10.1 Total Risk Based Capital Ratio........................................................42

Section 10.2 Tier I Risk Based Capital Ratio.......................................................43

Section 10.3 Leverage Ratio........................................................................43

Section 10.4 Minimum Return on Assets..............................................................43

Section 10.5 Maximum Non-Performing Assets.........................................................43

Section 10.6 Allowance for Loan and Lease Losses...................................................43

ARTICLE XI. EVENTS OF DEFAULT, RIGHTS AND REMEDIES.......................................................43

Section 11.1 Events of Default.....................................................................43

Section 11.2 Rights and Remedies...................................................................46

Section 11.3 Offset................................................................................47

ARTICLE XII. THE AGENT...................................................................................47

Section 12.1 Authorization.........................................................................47

Section 12.2 Distribution of Payments and Proceeds.................................................47

Section 12.3 Expenses..............................................................................48

Section 12.4 Payments Received Directly by Lenders.................................................48

Section 12.5 Indemnification.......................................................................49

Section 12.6 Limitations on Agent's Power..........................................................49

Section 12.7 Exculpation...........................................................................49

Section 12.8 Agent and Affiliates..................................................................49

Section 12.9 Credit Investigation..................................................................50

Section 12.10 Resignation...........................................................................50

Section 12.11 Assignments...........................................................................50

Section 12.12 Participations........................................................................51

Section 12.13 Disclosure of Information.............................................................52

ARTICLE XIII. MISCELLANEOUS..............................................................................52

Section 13.1 No Waiver; Cumulative Remedies........................................................52

Section 13.2 Amendments, Etc.......................................................................53

Section 13.3 Notice................................................................................53

Section 13.4 Costs and Expenses....................................................................53

Section 13.5 Indemnification by Borrower...........................................................53

Section 13.6 Execution in Counterparts.............................................................54

Section 13.7 Binding Effect, Assignment............................................................54

Section 13.8 Governing Law.........................................................................54

Section 13.9 Consent to Jurisdiction/Jury Waiver...................................................54

Section 13.10 Severability of Provisions............................................................55

Section 13.11 Prior Agreements......................................................................55

Section 13.12 Headings..............................................................................55

Section 13.13 No Oral Agreements....................................................................55

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Exhibit 1.1 A -- Additional Term Loan Note

Exhibit 1.1 B -- Borrower Pledge Agreement

Exhibit 1.1 C -- Compliance Certificate

Exhibit 1.1 D -- Initial Term Loan Note

Exhibit 1.1 E1 -- Application for Standby Letter of Credit

Exhibit 1.1 E2 -- Standby Letter of Credit Agreement

Exhibit 1.1 F -- Revolving Loan Commitment Amounts and Percentage

Exhibit 1.1 G -- Revolving Note

Exhibit 1.1 H -- San Francisco Company Guaranty

Exhibit 1.1 I -- San Francisco Company Security Agreement

Exhibit 1.1 J -- Swingline Loan Note

Exhibit 2.1.2 A -- Form of Request For Increase in Total Revolving Loan Commitment Amount

Exhibit 2.1.2 B -- Form of Request for Consent to Increase

Exhibit 2.1.2 C -- Form of Request for Additional Lender

Exhibit 2.2.1 -- Notice of Borrowing

Exhibit 2.2.2 -- Form of Notice of Conversion/Continuation

Exhibit 2.2.3 -- Permissible Securities

Exhibit 2.4.1 -- Notice of Swingline Borrowing

Exhibit 2.5.2 -- Form of Term Loan Notice

Exhibit 8.9 -- Notice of Permitted Acquisition

Schedule 7.4 -- Subsidiaries

Schedule 7.7 -- Litigation

Schedule 9.2 -- Indebtedness

Schedule 9.3 -- Guaranties

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SECURED CREDIT AGREEMENT

THIS SECURED CREDIT AGREEMENT (this "Agreement") dated as of August

8, 2007, 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, Amended and Restated Secured Credit Agreement dated

as of August 11, 2005, and First Amendment to Amended and Restated Credit

Agreement dated as of August 10, 2006 (the foregoing collectively the "Existing

Credit Agreement"), each made by and between Borrower, Agent, and the lenders

who were partner thereto (the "Existing Credit Agreement Lenders");

WHEREAS the Existing Credit Agreement Lenders most recently

severally agreed to make available to Borrower a term loan facility in the

amount of One Hundred Million Dollars ($100,000,000), a revolving credit

facility in the amount of Ten Million Dollars ($10,000,000) and a revolving

letter of credit facility in the amount of One Million Dollars ($1,000,000) upon

the terms and conditions set forth in the Existing Credit Agreement;

WHEREAS, Borrower has requested that Lenders, severally, make

available (i) a revolving credit facility in the amount of One Hundred

Twenty-Five Million Dollars ($125,000,000) including (a) a revolving letter of

credit sub-facility in the amount of Five Million Dollars ($5,000,000), and (b)

a swingline loan sub-facility (from Swingline Lender only) in the amount of Ten

Million Dollars ($10,000,000), with certain term loan conversion privileges as

hereinafter described; and (ii) the right to increase the credit facilities

described at (i) above by an amount up to Twenty-Five Million Dollars

($25,000,000), all as hereinafter described (collectively the "Requested

Facilities");

WHEREAS, Borrower, Lenders and Agent desire to enter into this

Agreement and, by doing so, amend and replace the Existing Credit Agreement, in

its entirety, thereby making available to Borrower the Requested Facilities; and

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

the Requested Facilities, all 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

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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

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" has the meaning ascribed to that term in

Section 12.11(a).

"Additional Term Loan" means a Term Loan made by a Lender

pursuant to Section 2.5.2.

"Additional Term Loan Maturity Date" means, with respect to each

Additional Term Loan, the date that is three (3) years from date of

the related Additional Term Loan Note.

"Additional Term Loan Note" means a promissory note evidencing an

Additional Term Loan made by a Lender and in the form of Exhibit 1.1

A.

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"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

either or both (i) 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 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 1.1 B 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 by the

Borrower from each of the Lenders severally (or, in the case of a

Swingline Loan, from Swingline Lender).

"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 collectively 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 (i) several Revolving Credit Commitments

of Lenders and (ii) Swingline Commitment of Swingline Lender. 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 1.1 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 1.1 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.

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"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.

"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" has the meaning ascribed to that term 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 ascribed to such term

in the recitals to this Agreement.

"Existing Credit Agreement Lenders" has the meaning ascribed to

such term in the recitals to this Agreement.

"Existing Term Loan" means the aggregate of all term loans to

Borrower outstanding, on the Closing Date, under the Existing Credit

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.

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"Financial Covenants" means any covenant contained in Article X.

"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

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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.

"Initial Term Loan" means the Term Loan to be made by Lenders

pursuant to Section 2.5.1 and in the aggregate amount of the Existing

Term Loan.

"Initial Term Loan Maturity Date" means March 31, 2009.

"Initial Term Loan Note" means a promissory note evidencing an

Initial Term Loan made by a Lender, which is in the form of Exhibit

1.1 D.

"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 1.1 E1, and the master Standby Letter of

Credit Agreement in the form of Exhibit 1.1 E2, 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.

"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 2.1.3 and subject to Section

2.3.

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"Letter of Credit Commitment Amount" means the lesser of Five

Million Dollars ($5,000,000) and the Total Revolving Loan Commitment

Amount.

"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" means any loan or Advance made to Borrower pursuant to

Article II.

"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.

"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, the Swingline Note, an

Initial Term Loan Note or an Additional Term Loan Note, in each case

including any new Note issued pursuant to Section 12.11(a).

"Notes" means, collectively, the Revolving Notes, the Swingline

Note, the Initial Term Loan Note and the Additional Term Loan Notes,

in each case including any new Note issued pursuant to Section

12.11(a).

"Notice of Swingline Borrowing" shall have the meaning ascribed

thereto in Section 2.4.1.

"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 1.1 F, as such

percentage may be adjusted from time to time pursuant to Section

12.11.

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"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)

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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.

"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; provided however that if Borrower shall cease to be

required to file quarterly reports on Form 10-Q and/or annual reports

on Form 10-K, thereafter the Primary Equity Capital shall be as set

forth in Borrower's quarterly financial report, certified by

Borrower's Chief Financial Officer, and annual audit report, certified

by the auditor of such annual audit report.

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

4043 of ERISA.

"Requested Facilities" have the meaning ascribed to such term in

the recitals to this Agreement.

"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.

"Revolving Credit Commitment" means Lenders' Commitments,

severally, 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 1.1F, as that amount may be adjusted

from time to time pursuant to Section 5.3 or any assignment made

pursuant to Section 12.11.

<PAGE>

"Revolving Credit Termination Date" means August 7, 2008.

"Revolving Loans" shall have the meaning provided in Section

2.1.1.

"Revolving Loan Margin" means an amount determined under Section

4.7 that is charged pursuant to Section 4.1.

"Revolving Note" means a Note evidencing a Revolving Loan made by

a Lender, which Note is in the form of Exhibit 1.1 G 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 1.1 H, 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 1.1 I,

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.

"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.

"Swingline Advance" means any advance made by Agent pursuant to

Section 2.4.

"Swingline Borrowing" means any borrowing made by Borrower under

Section 2.4.

"Swingline Commitment" means Agent's commitment to provide

Swingline Advances as provided in Section 2.1.4.

"Swingline Sub-Facility" means the credit facility provided

pursuant to Section 2.1.4.

"Swingline Lender" means Wells Fargo Bank, National Association,

a national banking association, in its capacity as provider of the

Swingline Sub-Facility.

"Swingline Loan Commitment Amount" means, with respect to Agent

only, the lesser of (i) the amount of Ten Million Dollars

($10,000,000), and (ii) the Total Revolving Loan Commitment Amount.

The Swingline Loan Commitment Amount is a part of and not in addition

to the Total Revolving Loan Commitment Amount.

"Swingline Note" means a note evidencing the Swingline Loan made

by Swingline Lender in the form of Exhibit 1.1 J.

"Term Loan" shall have the meaning provided in Section 2.1.5.

"Term Loan Margin" means an amount determined under Section 4.7

that is charged pursuant to Section 4.1.

"Term Note" means a note evidencing a Term Loan made by a Lender.

<PAGE>

"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 One

Hundred Twenty-Five Million Dollars ($125,000,000) as that amount may

be increased from time to time pursuant to Section 2.1.2, and reduced

by all Swingline Loans, Revolving Loans, Term Loans, Letters of

Credit, and Obligation of Reimbursement at any time outstanding, as

well as 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.

Section 1.2 Other Interpretive Provisions.

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

(a) All accounting terms not specifically defined herein

shall be construed in accordance with GAAP as 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) the amount of all Loans from time to time outstanding

shall include all accrued and unpaid interest, fees and charges.

(c) Section references are to this Agreement unless otherwise

specified.

(d) Schedules and Exhibits referred to herein are attached to

and made a part hereof unless otherwise specified.

(e) The term "including" is not limiting and means "including

without limitation."

(f) 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."

(g) 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.

(h) 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.

(i) 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 any 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:

<PAGE>

2.1.1. Revolving Loan 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

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 Increase of the Revolving Loan Commitments.

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

(a) The Borrower may, at its election at any time or

from time to time after the date hereof, and prior to thirty (30)

days before the Revolving Credit Termination Date, increase the

Total Revolving Loan Commitment Amount by the aggregate amount of

up to Twenty-Five Million Dollars ($25,000,000); provided and

subject to the express conditions precedent that: (i) each

proposed increase in the Revolving Credit Commitment Amount

of any Lender shall be subject to the written consent of such

Lender (it being expressly agreed and understood by the Borrower

that no Lender has agreed or committed or otherwise undertaken

to agree or commit to increase the Revolving Credit Commitment

Amount of such Lender above such Lender's Revolving Credit

Commitment Amount as in effect on August 8, 2007, and set forth

on Exhibit 1.1 F), (ii) each such increase of the Total Revolving

Loan Commitment Amount shall be in an amount that is an integral

multiple of Five Million Dollars ($5,000,000) and not less than

Ten Million Dollars ($10,000,000), (iii) the Borrower shall not

request to increase the Total Revolving Loan Commitment Amount

if, after giving effect to any permanent reduction of the Total

Revolving Loan Commitment Amount in accordance with Section 5.3,

the sum of the Total Revolving Loan Commitment Amount would

exceed the amount of One Hundred Fifty Million Dollars

($150,000,000), (iv) the Borrower shall not request to increase

the Total Revolving Loan Commitment Amount more than twice, (v)

no Default or Event of Default shall have occurred and be

continuing at the time of such increase or as a result of such

increase, (vi) each increase of the Total Revolving Loan

Commitment Amount may be made ratably among the Lenders

participating in such increase in accordance with their

respective Percentages, or may be made in such other

increments satisfactory to each such Lender, in each case subject

to the written consent of each such Lender (provided, however,

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

that the Lenders' respective Percentages in connection with any

outstanding Term Loans as of the effective date of such increase

shall remain the same), and (vii) notwithstanding Article XII

hereof, additional Persons may become Lenders under this

Agreement to accommodate such increase, subject to the consent of

the Borrower and the Agent, such consent not to be unreasonably

withheld, conditioned or delayed.

(b) The Borrower shall notify the Agent in writing of

any request to increase the Total Revolving Loan Commitment

Amount under this Section 2.1.2 at least thirty (30) days prior

to the desired effective date of such increase, specifying such

election and the effective date thereof, in the form of Exhibit

2.1.2 A. Such notice shall be accompanied by the resolutions of

the board of directors of the Borrower and The San Francisco

Company approving such increase, as certified by the Secretary or

an Assistant Secretary of the Borrower and The San Francisco

Company. Within five (5) Bank Business Days after receipt of any

such notice, the Agent shall advise the Lenders of the contents

thereof. Each Lender shall have the option, in its sole

discretion, to subscribe for its Percentage of such requested

increase. The Lenders shall respond in writing to the Borrower's

request through the Agent within ten (10) Bank Business Days from

notification by the Agent of the Borrower's request for increase.

Any Lender not responding within ten (10) Bank Business Days

<PAGE>

shall be deemed to have declined to participate in the Borrower's

request for increase to the Total Revolving Loan Commitment

Amount. At the option of the Borrower, any part of the increase

in the Total Revolving Loan Commitment Amount not so subscribed

may be assumed by one or more existing Lenders or assumed by

another financial institution or institutions designated by the

Borrower and acceptable to the Agent, which consent shall not be

unreasonably withheld, conditioned or delayed, upon submission of

the notice to Agent in the form of Exhibit 2.1.2 B, in the case

of an existing Lender, or Exhibit 2.1.2 C, in the case of a new

lender. Each notice delivered by the Borrower pursuant to this

Section 2.1.2 shall be irrevocable.

(c) If the Total Revolving Loan Commitment Amount shall

be increased as provided at this Section 2.1.2, before there

shall be made any Advance that would cause the Revolving Loans by

any Lender to exceed such Lender's Revolving Loan Commitment

Amount(as the same existed immediately before such increase), the

Borrower shall execute and deliver to such Lender a Revolving

Note in the amount of such increase.

2.1.3. Letter of Credit Sub-Facility 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 Revolving Credit Termination Date, in an aggregate amount

at any time outstanding not to exceed the Letter of Credit Commitment

Amount. Letters of Credit provided pursuant to this Agreement,

together with all Obligations of Reimbursement, shall, while

outstanding, reduce the amount otherwise available pursuant to the

Letter of Credit Commitment. 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 to the extent of such Lender's Percentage thereof.

2.1.4. Swingline Sub-Facility Commitment. Subject to Section

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

2.4, Swingline Lender shall make loans (each a "Swingline Loan" and

collectively the "Swingline Loans") to Borrower from time to time

during the period from the Closing Date through the Revolving Credit

Termination Date notwithstanding the fact that any Swingline Loans,

when aggregated with Swingline Lender's Percentage of all outstanding

Revolving Loans (in its capacity as a Lender) may exceed the amount of

such Lender's Revolving Loan Commitment; provided however that, after

giving effect to any Swingline Loan, the aggregate of all Swingline

Loans shall at no time exceed the Swingline Loan Commitment Amount;

and provided further that no Swingline Loan shall be made to refinance

an outstanding Swingline Loan. Within the limits herein set forth,

Borrower may repay and reborrow Swingline Loans. Each Lender hereby

irrevocably and unconditionally agrees to, purchase from Swingline

Lender a participation in each Swingline Loan in an amount equal to

such Lender's Percentage of such Swingline Loan.

2.1.5. Term Loan Conversion and Sub-Facility Commitment. Subject

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

to Section 2.5, (i) on the Closing Date each Lender shall make the

Initial Term Loan to Borrower to the extent of such Lender's

Percentage thereof and (ii) from time to time through the Revolving

Credit Termination Date, at the election to Borrower, Borrower may

request that all or any portion of any then outstanding Revolving

Loans be converted to an Additional Term Loan and/or a new Advance

made as an Additional Term Loan, which Additional Term Loan, if and to

the extent a Revolving Loan, shall be deemed made to Borrower by each

Lender in such Lender's Percentage that was applicable to the

converted Revolving Loan and, if and to the extent it is a new

Advance, shall be made by each Lender's then Percentage. Each Lender's

Initial Term Loan and all such Lender's Additional Term Loans shall

collectively comprise such Lender's "Term Loan" to Borrower.

Notwithstanding the foregoing, in no event shall the aggregate of all

Revolving Loans, Term Loans, Swingline Loans, Letter of Credits, and

Obligation of Reimbursement exceed the aggregate Revolving Credit

Commitment Amounts.

<PAGE>

Section 2.2 Revolving Loan Procedures.

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

2.2.1 Borrowing Procedures.

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

(a) Each Revolving Loan shall occur following written

request via such form as is attached as Exhibit 2.2.1 or

telephonic request to the Agent from the Borrower, with any such

telephonic request to be confirmed by fax in such form as is

attached as Exhibit 2.2.1. 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 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

<PAGE>

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.

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 is Exhibit 2.2.2 or by

telephonic request to be confirmed by fax in such form as is

attached as Exhibit 2.2.2 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.

(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

<PAGE>

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.

Section 2.3 Letter 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

<PAGE>

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 Revolving 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:

(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 5.3, or if an Event of Default shall occur and be

continuing, and in any event on the Revolving 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."

<PAGE>

(b) "Permissible Securities" means securities described

in Exhibit 2.2.3, 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 2.2.3. The "Collateral Value" of cash is its face value.

(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 Swingline Loan Procedures.

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

2.4.1 Borrowing Procedures. Each Swingline Borrowing shall

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

be made upon the Borrowers' written request to the Swingline

Lender and the Agent via such form as is attached as Exhibit

2.4.1 or telephonic request to Swingline Lender and Agent with

any telephonic request to be confirmed by fax in such form of

Notice of Swingline Borrowing as is attached as Exhibit 2.4.1.

Each such request must be received by the Swingline Lender and

the Agent not later than 11:00 a.m. (California time), on the

same Bank Business Day as the requested borrowing date and shall

specify (i) the amount to be borrowed, which amount shall be a

minimum amount of $100,000 or an integral multiple of $25,000 in

excess thereof, and (ii) the requested borrowing date, which

shall be a Bank Business Day. Promptly after receipt by the

Swingline Lender of any telephonic Notice of Swingline Borrowing,

the Swingline Lender will confirm with the Agent (by telephone or

in writing) that the Agent has also received such Notice of

Swingline Borrowing and, if not, the Swingline Lender will notify

the Agent (by telephone or in writing) of the contents thereof.

Unless the Swingline Lender has received notice (by telephone or

in writing) from the Agent prior to 12:00 p.m. (California time),

on the date of the proposed Swingline Borrowing (A) directing the

Swingline Lender not to make such Swingline Loan as a result of

the limitations set forth in Section 2.1.4 or (B) that one or

more of the applicable conditions specified in Section 6.2 is not

then satisfied, then, subject to the terms and conditions hereof,

the Swingline Lender will, not later than 1:00 p.m. (California

time), on the borrowing date specified in such Notice of

Swingline Borrowing, make the amount of its Swingline Loan

available to the Borrowers by wire transferring the same to the

account designated by Borrower at First Bank or in such other

manner as the Swingline Lender and Borrower may agree upon in

writing prior to 1:00 p.m. (California time) on the day of the

requested Swingline Loan.

<PAGE>

2.4.2 Refinancing of Swingline Loans.

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

(a) The Swingline Lender at any time in its sole and

absolute discretion may request, on behalf of the Borrower (which

hereby irrevocably requests the Swingline Lender to act on its

behalf for purposes of this Section 2.4.2), under this Section

2.4.2, that each Lender make a Revolving Loan in an amount equal

to such Lender's Percentage of the amount of Swingline loans then

outstanding. Such request shall be made in accordance with the

requirements of Section 2.2.1, without regard to the minimum and

multiples specified therein for the principal amount of Revolving

Loans, but subject to the unutilized portion of the Total

Revolving Loan Commitment Amount and the conditions set forth in

Section 6.2. Each Lender shall make an amount equal to its

Percentage of the amount specified in such notice available to

the Agent in immediately available funds for the account of the

Swingline Lender at the Agent's Office not later than 12:00 p.m.

(California time), on the day specified in such notice,

whereupon, subject to Section 2.4.2(b), each Lender that so makes

funds available shall be deemed to have made a Revolving Loan to

the Borrower in such amount. The Agent shall remit the funds so

received to the Swingline Lender.

(b) If for any reason any Revolving Loan Borrowing

cannot be requested in accordance with Section 2.4.2(a or any

Swingline Loan cannot be refinanced by such a Revolving Loan

Borrowing, the request submitted by the Swingline Lender shall be

deemed to be a request by the Swingline Lender that each of the

Lenders fund its participation in the relevant Swingline Loan and

each Lender's payment to the Agent for the account of the

Swingline Lender pursuant to Section 2.4.2(a) shall be deemed

payment in respect of such participation.

(c) If any Lender fails to make available to the Agent

for the account of the Swingline Lender any amount required to be

paid by such Lender pursuant to the foregoing provisions of this

Section 2.4.2 by the time specified in Section 2.4.2(a), the

Swingline Lender shall be entitled to recover from such Lender

(acting through the Agent), on demand, such amount with interest

thereon for the period from the date such payment is required to

the date on which such payment is immediately available to the

Swingline Lender at a rate per annum equal to the Federal Funds

Rate from time to time in effect. A certificate of the Swingline

Lender submitted to any Lender (through the Agent) with respect

to any amounts owing under this clause (c) shall be conclusive

absent manifest error.

(d) Each Lender's obligation to make Revolving Loans or

to purchase and fund participations in Swingline Loans pursuant

to this Section 2.4.2 shall be absolute and unconditional and

shall not be affected by any circumstance, including (i) any

set-off, counterclaim, recoupment, defense or other right which

such Lender may have against the Swingline Lender, the Borrower

or any other Person for any reason whatsoever, (ii) the

occurrence or continuance of a Default or Event of Default, or

(iii) any other occurrence, event or condition, whether or not

similar to any of the foregoing. Any such purchase of

participations shall not relieve or otherwise impair the

Obligation of the Borrower to repay Swingline Loans, together

with interest as provided herein.

2.4.3 Repayment of Participations.

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

(a) At any time after any Lender has purchased and

funded a participation in a Swingline Loan, if the Swingline

Lender receives any payment on account of such Swingline Loan,

the Swingline Lender will distribute to such Lender such Lender's

Percentage of such payment (appropriately adjusted, in the case

of interest payments, to reflect the period of time during which

such Lender's participation was outstanding and funded) in the

same funds as those received by the Swingline Lender.

(b) If any payment received by the Swingline Lender in

respect of principal or interest on any Swingline Loan is

required to be returned by the Swingline Lender, each Lender

shall pay to the Swingline Lender such Lender's Percentage

thereof on demand of the Agent, plus interest thereon from the

date of such demand to the date such amount is returned, at a

rate per annum equal to the Federal Funds Rate. The Agent will

make such demand upon the request of the Swingline Lender.

<PAGE>

(c) Until each Lender funds its Revolving Loan or

participation, in each case pursuant to this Section 2.4 to

refinance such Lender's Percentage of any Swingline Loan,

interest in respect of such Lender's Percentage thereof shall be

solely for the account of the Swingline Lender. Borrower shall

make payments of interest on each Swingline Loan at the time and

in the manner referred on Revolving Loan.

(d) Borrower shall make all payments of principal and

interest in respect of the Swingline Loans directly to the

Swingline Lender.

Section 2.5 Term Loan Procedures.

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

2.5.1. Initial Term Loans. Each Initial Term Loan shall be

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

represented by an Initial Term Loan Note.

2.5.2. Additional Term Loan Procedure.

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

(a) Each Additional Term Loan shall occur following

written request via such form as is attached in Exhibit 2.5.2 (a

"Term Loan Notice") or telephonic request to be confirmed by fax

in such form as is attached in Exhibit 2.5.2. Each such request

shall specify: (i) the effective date of the requested Additional

Term Loan; (ii) the amount thereof; and (iii) the portion of the

outstanding Revolving Loans to which such Additional Term Loan is

to be applied, if any, including the rate(s) of interest

currently applicable thereto and, if a Eurodollar rate is

applicable to any portion thereof, the Interest Period(s) that

was/were selected by Borrower at inception of the related

Revolving Loan. If and to the extent the Additional Term Loan is

to be an initial Advance (i.e. not being applied to any

outstanding Revolving Loans), then the Term Loan Notice or

request shall specify whether any portion(s) of such Term Loan

that is an initial Advance will bear interest at a Eurodollar

rate, and the interest period(s) selected by the Borrower with

respect thereto. No such Term Loan Notice or request shall be

effective unless and until Agent shall have received the

Additional Term Loan Notes in respect thereof specified at

Section 6.2 (c). If and to the extent any Additional Term Loan is

not an initial Advance, it shall bear interest at the same

rate(s) of interest applicable to the Revolving Loans that are

satisfied thereby provided however that, in determining such

Eurodollar rate(s), the applicable Margin shall be determined in

accordance with Section 4.7. If such Term Loan Notice is being

applied to Revolving Loans in the exact amount of such Revolving

Loans, then any request must be received by 10:00 a.m.

(California time) on the Bank Business Day that the Term Loan is

to occur. If and to the extent any Additional Term Loan that is

the subject of a Term Loan Notice represents an additional

Advance, it shall be funded as provided in the final sentence of

Section 2.5.2(b). Each Additional Term Loan shall be in an amount

of not less than Ten Million Dollars ($10,000,000). Any request

for any Additional Term Loan shall be deemed to be a

representation that all statements set forth in Article VII are

correct except to the extent the same relate specifically to an

earlier date.

(b) Upon receiving a request for a Term Loan Notice,

and in any event not later than 11:00 a.m. (California time) on

the day such Term Loan Notice is received, Agent will notify

each of the Lenders of the effective date of the requested

Additional Term Loan, the amount thereof and the portion of the

outstanding Revolving Loan to which such Additional Term Loan

is to be applied, if any, including the interest rate(s)

currently applicable thereto, if applicable, if any Eurodollar

Rate(s) is/are applicable to any portion thereof, the Interest

Period(s) that had been selected by Borrower at inception

thereof, or that are being selected, at the initial Advance of

such Term Loans, and a copy of the related Additional Term

Loan Note payable to such Lender duly executed on behalf of

Borrower. Promptly thereafter Agent shall deliver such Additional

Term Loan Note to such Lender. In the event all or any part of

any Term Loan that is the subject of a Term Loan Notice is an

initial Advance, the funding procedures set forth in Section

2.2.1(b) (excepting the first sentence thereof and substituting

the term "Term Loan" for "Revolving Loan" throughout) shall

apply.

<PAGE>

Section 2.6 Use of Proceeds. The proceeds of the Advances shall

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

be used by the Borrower (i) to refinance existing indebtedness under the

Existing Credit Agreement including the Existing Term Loan; (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 Swingline Loans made by Swingline Lender shall be evidenced

by a single promissory note of Borrower payable to the order of Swingline Lender

substantially in the form of the Swingline Note. The Initial 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 an Initial Term Loan Note. Each Additional Term Loan made by each

Lender shall be evidenced by and repayable in accordance with a separate

promissory note of Borrower payable to the order of such Lender substantially in

the Form of an Additional Term Loan Note.

Section 3.2 Payment of Initial and Additional Term Loan Notes.

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

The entire principal balance of each Initial Term Loan made by each Lender shall

be repaid in seven (7) equal quarterly installments, each equal to one-seventh

(1/7th) of such original principal balance and a final payment, equal to the

entire remaining principal balance of such Initial Term Loan (and all accrued

and unpaid interest thereon and other sums payable in connection therewith) due

on the Initial Term Loan Maturity Date. The entire original principal balance of

each Additional Term Loan made by each Lender shall be repaid in equal calendar

quarterly installments, each equal to six and twenty-five hundredths percent

(6.25%) 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 payable in connection with such Additional Term Loan under this

Agreement), due on the related Additional Term Loan Maturity Date, which is the

absolute and final due date of such Additional Term Loan. The first such

quarterly installment (on all Initial Term Loans and any Additional Term Loans

that may then be outstanding) shall be due on September 30, 2007; thereafter

quarterly installments on any Initial Term Loans and Additional Term Loans then

outstanding shall be due on the last day of each calendar quarter, until the

latest occurring Additional Term Loan 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.

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 Loan, Term Loan, or Obligation

of Reimbursement, at all times and to the extent the Eurodollar

Rate is not applicable thereafter, 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 determined in accordance with Section 4.7; and

(c) for each Swingline Loan, the Floating Rate.

<PAGE>

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 and Principal Payments.

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

4.3.1 Interest. Interest accruing on the principal

--------

balance of the Notes shall be due and payable as follows:

(a) 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, 2007; and the last

payment of interest shall be due on the

Revolving Credit Termination Date with respect

to Revolving Notes and on the applicable

Initial and Additional Term Loan Maturity Dates

with respect to Term Notes.

(b) 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.

4.3.2 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 Notes shall

be due and payable on the applicable Initial and Additional Term

Loan Maturity Date.

4.3.3 Swingline Loans. The full principal balance of

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

all then outstanding Swingline Loans, together with all accrued

and unpaid interest thereon, shall be due and payable on the next

to occur following a Swingline Loan of the fifteenth (15th) day

of the month (or the next Bank Business Day if such day is a

Saturday, Sunday, United States national holiday or other day on

which banks in Minnesota are permitted or required by law to

close) and the last Bank Business Day of the month, and shall be

paid as provided in Section 2.4.

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. Borrower shall pay to Agent 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, as follows: (a) 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; or (b) the Borrower shall transfer by wire transfer of immediately

available funds by 11:00 a.m. (California time) on the date such accrued

interest and fees are due and payable to the account of the Agent most recently

designated by it in writing for such purpose.

<PAGE>

Section 4.5 Payment on Nonbusiness Days. Payments of interest

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

on Eurodollar Rate Fundings shall be governed by Section 4.3.1(b). 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, 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)

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

<S> <C> <C> <C>

Less than 1.00 to 1.00 75.0 87.5 87.5

1.00 to 1.00 or more, but 87.5 100.0 100.0

less than 1.75 to 1.00

1.75 to 1.00 or more 100.0 112.5 112.5

</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.

ARTICLE V.

FEES, REDUCTIONS AND PREPAYMENTS

Section 5.1 Commitment Fee. The Borrower shall pay to the

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

Agent, for the benefit of the Lenders, a commitment fee at an annual rate equal

to 17.5 basis points (0.175%) applied to the aggregate daily average Unused

Amount of the Revolving Credit Commitment Amounts, as defined hereunder.

Outstanding Swingline Loans will be deemed utilizations of the Revolving Credit

Commitment Amounts for purposes of determining availability but not for purposes

of determining any commitment fee due hereunder. This commitment fee shall be

due and payable quarterly in arrears, with the first payment due September 30,

2007 for the period from the Closing Date through September 30, 2007, 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. As

used herein, the "Unused Amount of the Revolving Credit Commitment Amount" shall

mean, at any time, (a) the Revolving Credit Commitment Amounts at such time

minus (b) the sum of the then outstanding Revolving Loans, the then outstanding

----- Term Loans, and the then sum of issued Letters of Credit and any then

unpaid drawings under any Letters of Credit. For the avoidance of doubt,

Swingline Loans shall not be counted as Revolving Loans for purposes of

determining the Unused Amount of the Revolving Credit Commitment Amount.

<PAGE>

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, 2007, 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.

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 Voluntary Prepayments. The Borrower may prepay all

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

or a portion of the principal balance of the Revolving and/or Term Loans 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 Loan must be accompanied by pro rata prepayment of each other Lender's such

Loan, (ii) any prepayment of the full amount of any such Loan shall include

accrued interest thereon, and (iii) each partial prepayment of the Floating Rate

Portion of such Loans 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 Loans 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 Loan must be accompanied by

pro rata prepayment of each other Lender's such Loan, (ii) any prepayment of the

full amount of any such Loan shall include accrued interest thereon, (iii) each

partial prepayment of the Eurodollar Rate Portion of the Loans 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 Loans

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 5.5(b).

<PAGE>

Section 5.5 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):

(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 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.

<PAGE>

(c) A notice from any Lender under this Section 5.5

claiming compensation and setting forth the additional amount or

amounts 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 5.6 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.

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 5.7 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

<PAGE>

any outstanding Swingline Loan, 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.

Section 5.8 Annual Agent's Fees. On each anniversary of the

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

Closing Date, so long as any Obligation shall then be outstanding, Borrower

shall pay to Agent, as an Agent's fee and for Agent's sole benefit, the sum of

$4,000 multiplied by the number of Lenders who hold Obligations on such

anniversary date. The fee provided for at this Section 5.8 shall be in addition

to all fees provided for either elsewhere at this Article V or at Section 6(l).

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 such corporation who are authorized 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.

<PAGE>

(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 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 to Agent for the

benefit of the Lenders and the Agent any fees provided for in the

Fee Letter agreement between Borrower and Agent dated July 9th,

2007. Fees provided for at this Section 6.1(l) shall be in

addition to all fees provided for at Article V hereof.

(m) The Borrower shall have paid to Polsinelli Shalton

Flanigan Suelthaus PC, counsel for the Agent ("PSFS"), all fees

and expenses of PSFS relating to the preparation and negotiation

of the Loan Documents.

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.

(c) In the case of any Additional Term Loan, Agent

shall have received all Additional Term Loan Notes therefor,

payable to Lenders, all properly executed by Borrower.

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 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

<PAGE>

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.

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,

2006, and call reports of the Bank Subsidiaries dated as of March 31, 2007.

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.

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.

<PAGE>

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.

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

<PAGE>

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 10-Q

filed with the SEC with respect to such fiscal quarter, provided

however that, if Borrower shall cease to be required to file

Quarterly Reports on Form 10-Q, then its internally prepared

quarterly financial report, certified by its chief financial

officer, shall be provided within the same time period as Form

10-Q reports were required.

(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 1.1 C is a copy.

(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. An 8K SEC filing will be considered prompt and

written notice under this requirement.

(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 any 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.

<PAGE>

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.

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

Bor