EXHIBIT 4.6
DEBENTURE SUBSCRIPTION AGREEMENT
DEBENTURE SUBSCRIPTION AGREEMENT, dated as of August 31, 2007 (this
"Agreement"), between First Banks, Inc., a Missouri corporation (the "Company"),
and First Bank Statutory Trust X, a statutory trust created under the laws of
the State of Delaware (the "Trust"), relating to the Junior Subordinated Debt
Securities due September 15, 2037 (the "Junior Subordinated Debentures"),
issuable pursuant to an Indenture, dated as of August 31, 2007 (the
"Indenture"), between the Company and LaSalle Bank National Association, as
Trustee. Capitalized terms used herein and not otherwise defined herein have the
respective meanings ascribed thereto in the Purchase Agreement (as defined
below).
WHEREAS, the Company, the Trust and the Purchaser named therein have
entered into a Capital Securities Purchase Agreement, dated August 29, 2007 (the
"Purchase Agreement"), in connection with the issuance and sale of trust
preferred securities (liquidation amount of $1,000 per security) (the "Capital
Securities") by the Trust; and
WHEREAS, the Company and the Trust have entered into a Common
Securities Subscription Agreement, dated August 31, 2007 (the "Common Securities
Subscription Agreement"), in connection with the issuance and sale of Common
Securities (liquidation amount of $1,000 per security) (the "Common Securities")
by the Trust; and
WHEREAS, in connection with the Purchase Agreement and the Common
Securities Subscription Agreement and the issuance and sale of the Capital
Securities and Common Securities pursuant thereto, the Trust desires to purchase
from the Company, and the Company desires to sell to the Trust, all of the
Junior Subordinated Debentures.
NOW, THEREFORE, in consideration of the foregoing premises and the
conditions and agreements hereinafter set forth, the parties hereto agree as
follows:
1. The Trust hereby subscribes for and offers to purchase from the
Company, and the Company hereby accepts such offer and agrees to issue and sell
to the Trust, contemporaneous with the Closing Date, Fifteen Million Four
Hundred Sixty Four Thousand Dollars ($15,464,000) aggregate principal amount of
Junior Subordinated Debentures, in consideration of the payment on or before the
date hereof of Fifteen Million Four Hundred Sixty Four Thousand Dollars
($15,464,000) in immediately available funds.
2. The Company represents and warrants that the Junior Subordinated
Debentures have been duly authorized and executed by the Company, and, when duly
authenticated and delivered to the Trust in accordance with the terms hereof and
the Indenture, will constitute the valid and binding obligations of the Company
entitled to the benefits of the Indenture, enforceable against the Company in
accordance with their terms, except to the extent that enforcement thereof may
be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors' rights generally or by general principles of
equity (regardless of whether considered in a proceeding in equity or at law).
3. This Agreement shall be deemed to be a contract made under the
laws of the State of New York, and for all purposes shall be governed by, and
construed in accordance with, the laws of the State of New York without regard
to conflict of law principles.
4. This Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Debenture
Subscription Agreement to be duly executed as of the date first written above.
First Banks, Inc.
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Title: SVP - Chief Financial Officer
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First Bank Statutory Trust X
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Administrator
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: Administrator
