SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT ($120,000,000 Revolving Loan) dated as of August 24, 2000 among First Banks, Inc. and Firstar Bank, N.A., American National Bank and Trust Company of Chicago Harris Trust and Savings Bank Wells...

SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT

($120,000,000 Revolving Loan)

dated as of August 24, 2000

among

First Banks, Inc.

and

Firstar Bank, N.A.,

American National Bank and Trust Company of Chicago

Xxxxxx Trust and Savings Bank

Xxxxx Fargo Bank Minnesota N. A.

The Frost National Bank

Union Bank of California, N. A.

LaSalle Bank National Association

and

Firstar Bank, N.A.

as Agent

TABLE OF CONTENTS

Page

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.01. Defined Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.02. Accounting Terms . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE II. AMOUNT AND TERMS OF REVOLVING LOAN. . . . . . . . . . . . . . . . . . . . . 8
Section 2.01. Revolving Loan Commitments . . . . . . . . . . . . . . . . . . . . . 8
Section 2.02. Termination or Reduction of Revolving Loan Commitment. . . . . . . . 8
Section 2.03. Interest on Revolving Loans. . . . . . . . . . . . . . . . . . . . . 8
Section 2.04. Notice and Manner of Borrowing . . . . . . . . . . . . . . . . . . . 9
Section 2.05. Revolving Notes. . . . . . . . . . . . . . . . . . . . . . . . . . .11
Section 2.06. Method of Payment. . . . . . . . . . . . . . . . . . . . . . . . . .11
Section 2.07. Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . .12
Section 2.08. Zero Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
Section 2.09. Advances and Payment . . . . . . . . . . . . . . . . . . . . . . . .12
Section 2.10. Revolving Loan Commitment Fee. . . . . . . . . . . . . . . . . . . .13
Section 2.11. Reimbursement. . . . . . . . . . . . . . . . . . . . . . . . . . . .13
Section 2.12. Failure of Any Bank to Make Revolving Loans. . . . . . . . . . . . .13
Section 2.13. Banks Not Required to Extend Credit. . . . . . . . . . . . . . . . .14

ARTICLE III. CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Section 3.01. Conditions Precedent to the Initial Loans. . . . . . . . . . . . . .14
Section 3.02. Conditions Precedent to All Revolving Loans. . . . . . . . . . . . .15

ARTICLE IV. REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . . . . . . .16
Section 4.01. Incorporation, Good Standing, and Due Qualification. . . . . . . . .16
Section 4.02. Corporate Power and Authority. . . . . . . . . . . . . . . . . . . .16
Section 4.03. Legally Enforceable Agreement. . . . . . . . . . . . . . . . . . . .17
Section 4.04. Financial Statements; Financial Condition. . . . . . . . . . . . . .17
Section 4.05. Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . .17
Section 4.06. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Section 4.07. Ownership of Subsidiaries. . . . . . . . . . . . . . . . . . . . . .17
Section 4.08. ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
Section 4.09. Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
Section 4.10. Use of Proceeds; Margin Regulations. . . . . . . . . . . . . . . . .18

ARTICLE V. AFFIRMATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . .18
Section 5.01. Maintenance of Existence . . . . . . . . . . . . . . . . . . . . . .18

Section 5.02. Maintenance of Records . . . . . . . . . . . . . . . . . . . . . . .19
Section 5.03. Maintenance of Subsidiaries. . . . . . . . . . . . . . . . . . . . .19
Section 5.04. Compliance With Laws . . . . . . . . . . . . . . . . . . . . . . . .19
Section 5.05. Right of Inspection. . . . . . . . . . . . . . . . . . . . . . . . .19
Section 5.06. Reporting Requirements . . . . . . . . . . . . . . . . . . . . . . .19
Section 5.07. Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
Section 5.08. Additional Collateral. . . . . . . . . . . . . . . . . . . . . . . .21

ARTICLE VI. NEGATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
Section 6.01. Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
Section 6.02. Mergers, Etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . .21
Section 6.03. Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
Section 6.04. Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
Section 6.05. Stock Issue; Additional Issue of Stock of Subsidiary . . . . . . . .22
Section 6.06. Stock Redemption . . . . . . . . . . . . . . . . . . . . . . . . . .22
Section 6.07. Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
Section 6.08. Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23
Section 6.09. Continuation of Business . . . . . . . . . . . . . . . . . . . . . .23

ARTICLE VII. FINANCIAL COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . .23
Section 7.01. Tier I Leverage Ratio. . . . . . . . . . . . . . . . . . . . . . . .23
Section 7.02. Tier I Leverage Ratio of Subsidiaries. . . . . . . . . . . . . . . .23
Section 7.03. Tier I Risk Based Capital Ratio. . . . . . . . . . . . . . . . . . .23
Section 7.04. Total Risk Based Capital Ratio . . . . . . . . . . . . . . . . . . .23
Section 7.05. Loan Loss Reserve. . . . . . . . . . . . . . . . . . . . . . . . . .24
Section 7.06. Net Income to Average Total Assets . . . . . . . . . . . . . . . . .24
Section 7.07. Non-Performing Assets. . . . . . . . . . . . . . . . . . . . . . . .24

ARTICLE VIII. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
Section 8.01. Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . .24

ARTICLE IX. AUTHORITY AND RESPONSIBILITIES OF AGENT . . . . . . . . . . . . . . . . . .27
Section 9.01. Grant of Authority . . . . . . . . . . . . . . . . . . . . . . . . .27
Section 9.02. Action upon Indemnification Instructions . . . . . . . . . . . . . .27
Section 9.03. Reports; Responsibility of the Agent; Disclaimer . . . . . . . . . .27
Section 9.04. Correction of Errors . . . . . . . . . . . . . . . . . . . . . . . .28
Section 9.05. Expenses; Indemnification. . . . . . . . . . . . . . . . . . . . . .28
Section 9.06. Rights as Bank . . . . . . . . . . . . . . . . . . . . . . . . . . .29
Section 9.07. Representation of Each Bank. . . . . . . . . . . . . . . . . . . . .29
Section 9.08. Rights to Resign; Appointment of a Successor Agent . . . . . . . . .29
Section 9.09. Notice of Default. . . . . . . . . . . . . . . . . . . . . . . . . .30
Section 9.10. Agent Compensation . . . . . . . . . . . . . . . . . . . . . . . . .30

ARTICLE X. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
Section 10.01. Capital Adequacy Reimbursement. . . . . . . . . . . . . . . . . . .30
Section 10.02. Amendments, Etc.. . . . . . . . . . . . . . . . . . . . . . . . . .31
Section 10.03. Notices, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . .31
Section 10.04. No Waiver; Remedies . . . . . . . . . . . . . . . . . . . . . . . .31
Section 10.05. Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . .32
Section 10.06. Costs and Expenses. . . . . . . . . . . . . . . . . . . . . . . . .32
Section 10.07. Right of Setoff . . . . . . . . . . . . . . . . . . . . . . . . . .32
Section 10.08. Sharing of Setoffs. . . . . . . . . . . . . . . . . . . . . . . . .33
Section 10.09. Governing Law; Jurisdiction and Venue . . . . . . . . . . . . . . .33
Section 10.10. Severability of Provisions. . . . . . . . . . . . . . . . . . . . .33
Section 10.11. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . .33
Section 10.12. Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
Section 10.13. Oral Agreements . . . . . . . . . . . . . . . . . . . . . . . . . .33

Exhibit A - Revolving Loan Commitment Amounts
Exhibit B - Revolving Credit Note
Exhibit C - Revolving Loan Notice of Borrowing
Exhibit D - Amended Restated Pledge Agreement
Exhibit E - Certificate of Compliance
Exhibit F - Form of Borrower's Counsel Opinion
Exhibit G - Pledged Subsidiaries
Exhibit H - List of Affiliates
Exhibit I - Identification of Financial Statements
Exhibit J - Ownership of Subsidiaries
Exhibit K - List of Addresses

Schedule 4.05 - Other Agreements
Schedule 4.06 - Litigation
Schedule 4.08 - ERISA Plan Terminations
Schedule 8.01(10) - Regulatory Actions

iii

SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT

THIS SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT
dated as of August 24, 2000, is entered into by and among FIRST BANKS,
INC., a Missouri corporation ("BORROWER"), and FIRSTAR BANK, N.A.,
successor by merger to Firstar Bank Missouri, N.A., formerly known as
Mercantile Bank National Association, a national banking association,
AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking
association, XXXXXX TRUST AND SAVINGS BANK, an Illinois state banking
corporation, XXXXX FARGO BANK MINNESOTA, N.A., a national banking
association, THE FROST NATIONAL BANK, a national banking association,
UNION BANK OF CALIFORNIA, N.A., a national banking association, LASALLE
BANK NATIONAL ASSOCIATION, a national banking association, and (each
individually a "BANK" and collectively the "BANKS"), and FIRSTAR BANK,
N.A., successor by merger to Firstar Bank Missouri, N.A., formerly known
as Mercantile Bank National Association, a national banking association,
as Agent.

W I T N E S S E T H T H A T :

WHEREAS, Borrower, the Agent and certain banks were party to
a Secured Credit Agreement dated as of August 26, 1998 (the "ORIGINAL
CREDIT AGREEMENT") pursuant to which such banks had severally made
available to Borrower, to a revolving credit facility in the aggregate
amount of Ninety Million Dollars ($90,000,000);

WHEREAS, the Borrower, the Agent and certain banks entered
into an Amended and Restated Secured Credit Agreement dated as of August
25, 1999 (as in effect immediately prior to the date hereof, the
"EXISTING CREDIT AGREEMENT") pursuant to which the banks increased the
revolving credit facility severally made available to the Borrower to an
aggregate amount of One Hundred Million Dollars ($100,000,000) and
extended the term of the foregoing revolving credit facility;

WHEREAS, Borrower has requested that the Banks extend the
term of the foregoing revolving credit facility and increase the
aggregate amount of the revolving credit facility to One Hundred Twenty
Million Dollars ($120,000,000);

WHEREAS, Borrower, the Banks and Agent desire to amend and
restate the Existing Credit Agreement in the form of this Agreement to,
inter alia, make available to Borrower the revolving credit facility
provided for herein; and

WHEREAS, the Banks are willing severally to provide such
revolving credit facility to Borrower, 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 1.01. Defined Terms. As used in this Agreement,
-------------
the following terms have the following meanings (terms defined in the
singular to have the same meaning when used in the plural and vice
versa):

"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. The term "CONTROL" for the
purposes of this Agreement 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.

"Agent" means Firstar Bank, N.A., successor by merger to
Firstar Bank Missouri, N.A., formerly known as Mercantile Bank National
Association, acting in its capacity as Agent pursuant to Article IX
hereof and any duly appointed successor.

"Agreement" means this Second Amended and Restated Secured
Credit Agreement, as amended, supplemented or modified from time to
time.

"Applicable Margin" shall mean, with respect to each
Revolving Loan accruing interest based on the Eurodollar Rate, the rate
per annum listed in the applicable column below:

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

If the Performance Ratio is: <1.0:1 >1.00:1 >1.75:1 >2.25:1
<1.75:1 <2.25:1
------------------------------------------------------------------------------------------
Applicable Margin 0.875% 1.00% 1.125% 1.25%
------------------------------------------------------------------------------------------

The determination of the Applicable Margin as of any date shall be based
on the Performance Ratio as of the end of the most recently ended fiscal
quarter of Borrower for which consolidated financial statements of
Borrower and its Subsidiaries have been delivered to the Banks pursuant
to Section 5.06, and shall be effective for purposes of determining
------------
the Applicable Margin from and after the first day of the month
immediately following the date on which such delivery of financial
statements is required until the first day of the first month
immediately following the next such date on which delivery of
consolidated financial statements of Borrower and its Subsidiaries is so
required. For example, the Performance Ratio as of the end of the
fiscal quarter of Borrower ending September 30, 2000, would be
determined from the consolidated financial statements of Borrower and
its Subsidiaries as of and for the period ending

September 30, 2000 (which are required to be delivered to Agent on or
before November 14, 2000), and would be used in determining the
Applicable Margin from and after December 1, 2000. All such adjustments
shall be applicable to all existing Revolving Loans as well as any new
Revolving Loans made or issued; provided, that, an adjustment in the
Applicable Margin during the course of an Interest Period will not
result in a change in the Eurodollar Rate applicable to that Interest
Period.

"Average Total Assets" for any Person, at any time, means
the amount set forth on the most recent report on form FRY-9C filed by
Borrower with the Board of Governors of the Federal Reserve System (or
any successor report) as "Average Total Assets."

"Bank" or "Banks" has the meaning assigned to such term in
the preamble to this Agreement.

"Borrower" has the meaning assigned to such term in the
preamble of this Agreement.

"Business Day" means any day other than a Saturday, Sunday,
or other day on which commercial banks are authorized or required to
close under the laws of the States of Missouri, Illinois, Wisconsin,
Texas or California; provided, that, when used in connection with a
Revolving Loan, such day shall also be a day on which dealings between
banks are carried on in U.S. dollar deposits in London, England.

"Call Report" has the meaning assigned to such term in
Section 5.06(4).
---------------

"Certificate" has the meaning assigned to such term in
Section 2.04(1).
---------------

"Collateral" means all property which is subject or is to be
subject to the Liens granted by the Pledge Agreement.

"Commitment" means the several commitments of the Banks in
the aggregate original principal amount of $120,000,000, or when used
with reference to a particular Bank, the portion of the several
commitments allocated to such Bank to make loans to the Borrower
pursuant to Section 2.01 equal to the amount stated in Exhibit A, as
------------ ---------
such amount may be reduced from time to time pursuant to Section 2.02
------------
hereof.

"Default" means any of the events specified in Section
-------
8.01, 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" for any Person, at any time, means the
amount set forth on the most recent report on form FRY-9C filed by
Borrower with the Board of Governors of the Federal Reserve System (or
any successor report) as "Total Equity Capital."

"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 Rate" means, for each applicable Interest
Period, an interest rate per annum equal to (i) the rate per annum
(rounded upward to the nearest whole multiple of 1/32 of 1% per annum,
if such average is not such a multiple) at which deposits in United
States Dollars are offered or available to banks in the London interbank
market at 9:00 A.M. (St. Louis time) two (2) Business Days before the
first day of such Interest Period as reported on Telerate page 3750 (or
such other page as may replace such page 3750 on such system for the
purpose of reporting comparable rates of major banks) under the heading
for British Bankers Association LIBOR Rates in the column designated
"USD" (United States Dollar), as published by Bridge Information
Systems, Inc., for a period comparable to such Interest Period for an
amount comparable to the subject Eurodollar Rate Loan divided by (ii) a
percentage equal to 100% minus the then stated maximum rate of all
reserve requirements (including any marginal, emergency, supplemental,
special or other reserves) applicable on such date to any member bank of
the Federal Reserve System in respect of "Eurocurrency liabilities" as
defined in Regulation D (or any other successor category of liabilities
under Regulation D).

"Event of Default" means any of the events specified in
Section 8.01, provided that any requirement for the giving of notice,
------------
the lapse of time, or both, or any other applicable condition, has been
satisfied.

"Federal Funds Rate" means, for any day, the rate per annum
(rounded upward, if necessary, to the nearest 1/100th of 1%) equal to
the weighted average of the rates of overnight Federal funds
transactions with members of the Federal Reserve System arranged by
Federal funds brokers on such day, as published by the Federal Reserve
Bank of New York on the Business Day next succeeding such day, provided
that (i) if such day is not a Business Day, the Federal Funds Rate for
such day shall be such rate such transactions on the next preceding
Business Day as so published on such next succeeding Business Day, and
(ii) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate
quoted to the Agent on such day on such transactions as determined by
the Agent.

"Existing Credit Agreement" has the meaning assigned to such
term in the recitals to this Agreement.

"Funded Debt" shall mean as of any date, the outstanding
principal amount of all Revolving Loans on such date.

"GAAP" means generally accepted accounting principles in the
United States as in effect from time to time, including such principles
as are utilized in the preparation of Call Reports and other regulatory
reports required to be filed by Borrower and its Subsidiaries.

"Interest Period" means the period commencing on the date of
making or conversion to or continuation of a Loan that accrues interest
based on the Eurodollar Rate. The Borrower shall have the option to
select a one month, two month, or three month Interest Period; provided,
however, that whenever the last day of any Interest Period would
otherwise occur on a day other than a Business Day, the last day of such
Interest Period shall be extended to occur on the next succeeding
Business Day; provided, however, that if such extension would cause the
last day of such Interest Period to occur in the next following calendar
month, the last day of such Interest Period shall occur on the next
preceding Business Day. Notwithstanding the foregoing, the Borrower may
not select an Interest Period which ends after the Revolving Credit
Termination Date. For purposes of determining an Interest Period, a
month means a period starting on one day in a calendar month and ending
on a numerically corresponding day in the next calendar month, provided,
however, if an Interest Period begins on the last day of a month or if
there is no numerically corresponding day in the month in which an
Interest Period is to end, then such Interest Period shall end on the
last Business Day of such month.

"Lien" means any mortgage, deed of trust, pledge, security
interest, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), or preference, priority, or other security
agreement or preferential arrangement, charge, or encumbrance of any
kind or nature whatsoever (including, without limitation, any
conditional sale or other title retention agreement, any financing lease
having substantially the same economic effect as any of the foregoing,
and the filing of any financing statement under the Uniform Commercial
Code or comparable law of any jurisdiction to evidence any of the
foregoing).

"Loan Document(s)" means this Agreement, the Notes and the
Pledge Agreement, as each may be renewed, extended, amended, rearranged,
restructured, restated, replaced or otherwise modified from time to
time, including without limitation, modifications to interest rates or
other payment terms.

"Loan Loss Reserve" for any Person, for any period, means
the amount set forth on the most recent report on form FRY-9C filed by
Borrower with the Board of Governors of the Federal Reserve System (or
any successor report) applicable to such period as "Allowance for loan
and lease losses."

"Loans" means the Revolving Loans.

"Majority" has the meaning assigned to such term in Section
-------
9.01.
----

"Multiemployer Plan" means a Plan described in Section 4001(a)(3)
of ERISA which covers employees of a Borrower or any ERISA Affiliate.

"Net Income" for any period means the amount set forth on
the report on form FRY-9C filed by Borrower with the Board of Governors
of the Federal Reserve System or any successor report applicable to such
period as "Net Income."

"Non-performing Assets" for any Person, at any time, means
the sum of the amounts set forth on the most recent report on form FRY-
9C filed by Borrower with the Board of Governors of the Federal Reserve
System (or any successor report) as loans "past due 90 days or more and
still accruing," "non-accrual," and "other real estate owned."

"Notes" means the Revolving Notes.

"Original Credit Agreement" has the meaning assigned to such term
in the recitals to this Agreement.

"PBGC" means the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.

"Performance Ratio" means, as of any date, the ratio of (x)
Funded Debt outstanding on such date to (y) Borrower's Net Income less
extraordinary and/or nonrecurring items (as determined in accordance
with GAAP) for the most recently ended period of four fiscal quarters of
Borrower.

"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.

"Pledge Agreement" means the second amended and restated
collateral pledge agreement in the form of Exhibit D, pledging to the
---------
Agent for the ratable benefit of the Banks all of the stock of the
Pledged Subsidiaries (exclusive of directors' qualifying shares of
stock) and certain stock acquired after the date of this Agreement.

"Pledged Subsidiaries" means the Subsidiaries listed on
Exhibit G attached hereto.
---------

"Primary Capital" for any Person, for any period and without
duplication, means the sum of Equity Capital plus the Loan Loss Reserve
of such Person.

"Prime Rate" means the per annum rate of interest announced
by Firstar Bank, N.A. (or its successor) from time to time as its Prime
Rate, which rate is not intended or represented to be the lowest rate of
interest charged by such Bank to its borrowers.

"Prohibited Transaction" means any transaction set forth in
Section 406 of ERISA or Section 4975 of the Internal Revenue Code of
1954, as amended from time to time.

"Reportable Event" means any of the events set forth in
Section 4043 of ERISA.

"Revolving Credit Termination Date" means August 23, 2001.

"Revolving Loan" means the aggregate of all loans made to
Borrower by the Banks as provided herein; or when used with respect to a
particular Bank, a loan made to Borrower by such Bank as provided
herein; or when used with respect to a request by Borrower for the
making of loans on a particular date as provided herein, the aggregate
of such loans.

"Revolving Loan Limit" has the meaning assigned to such term
in Section 2.01.
------------

"Revolving Loan Commitment" means, as to each Bank, the
maximum amount which such Bank shall be obligated to loan to Borrower as
a Revolving Loan pursuant to Section 2.01 hereof.
------------

"Revolving Loan Commitment Fee" has the meaning assigned to
such term in Section 2.10.
------------

"Revolving Loan Notice of Borrowing" has the meaning
assigned to such term in Section 2.04.
------------

"Revolving Notes" has the meaning assigned to such term in
Section 2.05.
------------

"Subsidiary" means, as to Borrower, any corporation 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 a Borrower or a Subsidiary of Borrower.

"Tier I Leverage Ratio" means the ratio, expressed as a
percentage, of regulatory "core" capital (Tier I) to assets, all as
defined and determined from time to time by applicable bank regulatory
authorities.

"Tier I Risk Based Capital Ratio" means the ratio of
regulatory "core" capital (Tier I) to weighted-risk assets and off-
balance sheet items, all as defined and determined from time to time by
applicable bank regulatory authorities.

"Total Assets" for any Person, at any time, means the amount
set forth on the most recent report on form FRY-9C filed by Borrower
with the Board of Governors of the Federal Reserve System (or any
successor report) as "Total Assets."

"Total Loans" means, at any time, the amount set forth on
the most recent report on form FRY-9C filed by Borrower with the Board
of Governors of the Federal Reserve System (or any successor report) as
the total of "Loans and Leases, net of unearned income."

"Total Risk Based Capital Ratio" of any Person means, at any
time, the ratio of regulatory "core" capital (Tier I) and supplementary
capital elements (Tier II) to weighted-risk assets and off-balance sheet
items, all as defined and determined from time to time by applicable
bank regulatory authorities.

Section 1.02. Accounting Terms. All accounting terms not
----------------
specifically defined herein shall be construed in accordance with GAAP
consistent with those applied in the preparation of the financial
statements and reports referred to in Section 5.06, and all financial
------------
data submitted pursuant to this Agreement shall be prepared in
accordance with such principles.

ARTICLE II.

AMOUNT AND TERMS OF REVOLVING LOAN

Section 2.01. Revolving Loan Commitments. Subject to the
--------------------------
terms and conditions of this Agreement (including, without limitation,
the terms and conditions of Article III hereof), the Banks severally and
not jointly agree from time to time on any Business Day to make loans to
the Borrower from time to time during the period from the date hereof up
to but not including the Revolving Credit Termination Date in individual
amounts not to exceed each Bank's Revolving Loan Commitment as set forth
opposite such Bank's name in Exhibit A, the aggregate principal amount
---------
of which at any time shall not exceed One Hundred Twenty Million Dollars
($120,000,000) (the "REVOLVING LOAN LIMIT"). Any amounts advanced and
repaid by Borrower shall be treated as prepayments and shall be eligible
for reborrowing by Borrower in the absence of a Default or an Event of
Default, subject to the terms and conditions of this Agreement.

Section 2.02. Termination or Reduction of Revolving Loan
------------------------------------------
Commitment. The Borrower shall have the right, upon at least fifteen
----------
(15) Business Days' notice to the Agent, to terminate in whole or
permanently reduce in part the unused portion of the Revolving Loan
Commitment. Any such reduction by Borrower of the Revolving Loan
Commitment shall result in a pro rata reduction of each Bank's Revolving
Loan Commitment.

Section 2.03. Interest on Revolving Loans. The Borrower
---------------------------
shall pay interest to the Agent for the account of the Banks on the
outstanding and unpaid principal amount of the Revolving Loans made
under this Agreement at the following intervals and at the following
rates per annum:

(1) Prime Rate. If such Revolving Loan is accruing at
----------
the Prime Rate, a fluctuating rate per annum equal to the Prime
Rate in effect from time to time. Any change in the interest rate
resulting from a change in the Prime Rate shall become

effective as of the opening of business on the day on which such
change in the Prime Rate shall become effective. Interest shall
be calculated on the basis of the actual number of days elapsed
over a year of 360 days. Interest shall be paid in immediately
available funds on or before 12:00 Noon (St. Louis time) on the
first day of each calendar month beginning October 1, 2000, and on
the Revolving Credit Termination Date. In the event of receipt of
funds after 12:00 Noon (St. Louis time) on the date of payment,
the funds shall be deemed to be received on the next Business Day,
and the accrual of interest will be calculated accordingly;

(2) Eurodollar Rate. If such Revolving Loan is accruing
---------------
interest based on the Eurodollar Rate, a rate per annum equal at
all times during the applicable Interest Period for such Revolving
Loan to the sum of the Eurodollar Rate for such Interest Period
plus the Applicable Margin in effect from time to time, payable on
the last day of the Interest Period applicable to each such
Revolving Loan and on the Revolving Credit Termination Date.
Interest shall be calculated on the basis of the actual number of
days elapsed over a year of 360 days. Interest shall be paid in
immediately available funds on or before 12:00 Noon (St. Louis
time) on the last day of the Interest Period applicable to each
such Revolving Loan and on the Revolving Credit Termination Date.
In the event of receipt of funds after 12:00 Noon (St. Louis time)
on the date of payment, the funds shall be deemed to be received
on the next Business Day, and the accrual of interest will be
calculated accordingly;

provided, however, that, from and after the occurrence of an Event of
Default and unless and until such Event of Default is waived, the
Borrower shall pay interest on the unpaid principal amount of each
Revolving Loan outstanding at a rate per annum equal to four percent
(4%) per annum above the interest rate otherwise in effect from time to
time with respect to such Revolving Loan, including without limitation
any interest rate in effect as a consequence of the provisions of
Section 2.04(1), such interest being payable on demand. The Agent
---------------
shall give prompt notice to the Borrower and the Banks of the applicable
interest rate for each Revolving Loan determined by the Agent for
purposes of this Section 2.03.
------------

Section 2.04. Notice and Manner of Borrowing.
------------------------------

(1) The Borrower shall give the Agent (who shall promptly
notify the Banks) telephonic notice (followed immediately by written or
telex notice substantially in the form of Exhibit C hereto) of any
---------
request for a Revolving Loan under this Agreement (a "REVOLVING LOAN
NOTICE OF BORROWING") at least five (5) Business Days before such
Revolving Loan is requested to be made, specifying (i) the date such
Loan is requested to be made, the purpose and amount thereof, and (ii)
the interest rate applicable to such Revolving Loan. The written form
of the Revolving Loan Notice of Borrowing shall be accompanied by a
Compliance Certificate (the "CERTIFICATE") in the form of Exhibit E
---------
hereto. At least three (3) Business Days before the end of each
Interest Period, the Borrower shall give the Agent (who shall promptly
notify the Banks) a Revolving Loan Notice of Borrowing with respect to
the relevant Revolving Loan accruing interest based on the Eurodollar
Rate specifying the new Interest Period or, in the event that the
relevant Revolving Loan is to accrue interest at the Prime Rate,
specifying the same. In the event

that in any Revolving Loan Notice of Borrowing hereunder the interest
rate of the Revolving Loan to be advanced is not specified (or if
Borrower is not entitled to request the Eurodollar Rate pricing option
pursuant to the terms hereof), the Revolving Loan to be advanced shall
accrue interest at Prime Rate. Subject to the limitations in the next
sentence and in Section 2.04(2)(c), Borrower may in any Revolving Loan
------------------
Notice of Borrowing request a Revolving Loan that is the aggregate of
separate Revolving Loans that will accrue interest at different interest
rates and for different Interest Periods as provided herein. Each
Revolving Loan shall be in an amount of at least One Million Dollars
($1,000,000) and integral multiples of One Hundred Thousand Dollars
($100,000) in excess thereof or, if less, the unused amount of the
Revolving Loan Commitment. Not later than 2:00 P.M. (St. Louis time) on
the date such Revolving Loan is requested to be made, or if later, upon
fulfillment of the applicable conditions set forth herein, the Banks via
the Agent will make such Revolving Loan available to the Borrower in
immediately available funds by wire transfer of Federal funds to the
Borrower. Upon the request (in writing) of the Borrower, the Agent and
the Banks shall use their reasonable best efforts to make such Revolving
Loans available to the Borrower prior to 2:00 P.M. (St. Louis time),
provided, however, neither the Agent nor the Banks shall have any
liability to the Borrower or any other Person for any failure to provide
such funds prior to 2:00 P.M. (St. Louis time) pursuant to such request.
All notices given under this Section 2.04 shall be irrevocable, and
------------
telephonic notices shall be given not later than 11:00 A.M. (St. Louis
time) on the day which is not later than the number of Business Days
specified above for such notice. If an Event of Default exists
hereunder at the end of the Interest Period of a Revolving Loan accruing
interest based on the Eurodollar Rate, such Revolving Loan shall
immediately and automatically, and without necessity of any further act
by the Borrower, the Banks or the Agent, be refinanced by a Revolving
Loan accruing at the Prime Rate (as adjusted pursuant to Section 2.03)
------------
in the same principal amount. Any costs and expenses incurred by the
Banks or the Agent by virtue of such refinancing (including without
limitation any costs and expenses that may be due under Section
-------
10.06(2)) shall be promptly paid by Borrower to the Agent for the
--------
account of the applicable Banks on the demand of the Agent, and all the
Revolving Loans shall thereafter accrue interest at the Prime Rate (as
adjusted pursuant to Section 2.03).
------------

(2) Anything in subsection (1) above to the contrary
notwithstanding,

(a) if the Agent shall notify the Borrower that the
introduction of or any change in or in the interpretation of any law or
regulation makes it unlawful, or that any central bank or other
governmental authority asserts that it is unlawful, for the Agent or any
of the Banks to perform its obligations hereunder with respect to the
making of a Revolving Loan accruing interest based on the Eurodollar
Rate or to fund or maintain a Revolving Loan based on the Eurodollar
Rate hereunder, the right of the Borrower to select, continue or convert
a Revolving Loan to the Eurodollar Rate shall be suspended until the
Agent shall notify the Borrower that the circumstances causing such
suspension no longer exist; and upon the sending of such notice and
without the necessity of any further act by the Borrower, the Banks or
the Agent, the outstanding Revolving Loans accruing interest based on
the Eurodollar Rate shall immediately and automatically be refinanced by
Revolving Loans in the same principal amount, and all of the Revolving
Loans shall thereafter accrue interest at the Prime Rate; and the

Borrower in such event shall pay the Agents for the account of the
applicable Banks any costs and expenses identified in Section
-------
10.06(2); and
--------

(b) if the Agent is unable, after reasonable
efforts, due to prevailing market conditions, to obtain timely
information for the determination of the Eurodollar Rate, or is
otherwise unable to determine the Eurodollar Rate at any time, the right
of the Borrower to select, continue or convert a Revolving Loan to the
Eurodollar Rate shall be suspended until the Agent shall notify Borrower
that the circumstances causing such suspension no longer exist, and each
Revolving Loan requested by the Borrower after such notice shall accrue
interest at the Prime Rate, and each Revolving Loan outstanding on the
date of such notice that is accruing interest based on the Eurodollar
Rate shall, after the end of the applicable Interest Period for such
Revolving Loan, accrue interest at the Prime Rate; and

(c) if, at any time, five (5) or more Revolving
Loans are accruing at an interest rate based upon the Eurodollar Rate
with Interest Periods ending on different days, Borrower shall not have
the right to select the Eurodollar Rate as the interest rate applicable
to any new Revolving Loan or convert the interest rate applicable to an
existing Revolving Loan from the Prime Rate to the Eurodollar Rate.

(3) A Revolving Loan Notice of Borrowing shall be
irrevocable and binding on the Borrower. In the case of a Revolving
Loan Notice of Borrowing which specifies a request for a Eurodollar Rate
of interest, the Borrower shall indemnify the Agent and the Banks
against any loss, reasonable costs or expense incurred by the Agent
and/or the Banks as a result of any failure to fulfill on or before the
date specified in the Revolving Loan Notice of Borrowing as the
requested date of the Revolving Loan the applicable conditions set forth
in Article III, including, without limitation, any loss (including loss
of anticipated profits), cost or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by the
Agent and/or the Banks to fund the Revolving Loan when it, as a result
of such failure, is not made on such date.

Section 2.05. Revolving Notes. The Revolving Loans made
---------------
by each Bank and the Borrower's obligation to repay the Revolving Loans
shall be evidenced by, and be payable with interest in accordance with
the terms of, this Agreement and a revolving note of the Borrower
payable to the order of that Bank (collectively, the "REVOLVING NOTES").
Each Revolving Note shall (i) be dated the date hereof, (ii) be in the
original principal amount equal to that Bank's Revolving Loan Commitment
as set forth opposite such Bank's name in Exhibit A, and (iii) be
---------
executed by duly authorized officers of the Borrower. Each Bank's
Revolving Note shall be in substantially the form of Exhibit B. The
---------
failure of any Bank to make a Revolving Loan shall not relieve any other
Bank of its obligation to make a Revolving Loan pursuant to the terms
and conditions of this Agreement. When used in this Agreement, the term
"Revolving Note" or "Revolving Notes" shall include any extensions,
modifications, renewals, refundings, replacements or restatements
thereof.

Section 2.06. Method of Payment. Borrower shall make
-----------------
each payment under this Agreement and under the Revolving Notes not
later than 12:00 Noon (St. Louis time) on the date

when due in lawful money of the United States to the Agent by wire
transfer of Federal funds. Upon receipt of such payment the Agent shall
immediately remit to each Bank by wire transfer of Federal funds the
amount of the payment received which is due each Bank under the
Revolving Note held by each Bank or otherwise under this Agreement. In
the event of receipt of funds after 12:00 Noon (St. Louis time) on the
date of payment, the funds shall be deemed to be received on the next
Business Day and the accrual of interest will be calculated accordingly.
Whenever any payment to be made under this Agreement or under a
Revolving Note shall be stated to be due on a day which is not a
Business Day, such payment shall be made on the next succeeding Business
Day, the amount of such payment, in such case, to include all interest
or fees accrued to the date of actual payment.

Section 2.07. Use of Proceeds. The proceeds of the
---------------
Revolving Loans hereunder shall be used by Borrower to refinance
existing indebtedness and to finance the acquisition by Borrower of
banks and thrift institutions and their holding companies. The Borrower
will not, directly or indirectly, use any part of the proceeds of the
Revolving Loans for the purpose of: (i) paying dividends on or other
distributions with respect to capital stock of Borrower or its
Subsidiaries; (ii) paying interest or principal on outstanding debt of
Borrower or its Subsidiaries (other than existing indebtedness to be
refinanced with the proceeds of the Revolving Loans); or (iii)
purchasing any margin stock within the meaning of Regulation U of the
Board of Governors of the Federal Reserve System.

Section 2.08. Zero Balance. The Banks and the Borrower
------------
acknowledge that the outstanding balance of the Revolving Notes may be
zero ($00.00) from time to time, and that prior to the Revolving Credit
Termination Date such fact shall not mean the Revolving Loan Commitment
and the availability of the Revolving Loans have been terminated nor
does it mean the security interest has been released.

Section 2.09. Advances and Payment. The Revolving Loans
--------------------
shall be made by each of the Banks concurrently. Each payment and
prepayment of the Revolving Loans made to the Agent for the account of
the Banks shall be made pro rata on the basis of each Bank's Revolving
Loan Commitment as set forth in Exhibit A. If the Borrower prepays
---------
any Revolving Loan or a portion thereof which is accruing interest based
on the Eurodollar Rate, the Borrower shall compensate the Banks in
accordance with Section 10.06(2). Any such prepayment shall be made
----------------
upon at least three (3) Business Days' notice to the Agent stating the
proposed date and aggregate principal amount of the prepayment, and if
such notice is given, the Borrower shall prepay such principal amount of
the Revolving Loan together with accrued interest to the date of such
prepayment on the principal amount prepaid; provided, however, that each
partial prepayment shall be in an aggregate principal amount of not less
than One Hundred Thousand Dollars ($100,000) and integral multiples of
Fifty Thousand Dollars ($50,000) in excess thereof, and provided
further, that a partial prepayment shall not reduce the principal
balance of each Revolving Loan below the minimum levels prescribed in
Section 2.04(1). In the event more than one Revolving Loan accruing
---------------
interest based on the Eurodollar Rate is outstanding at the time of any
such prepayment, the Borrower shall have the right to specify which such
Revolving Loan is to be prepaid by the Borrower.

Section 2.10. Revolving Loan Commitment Fee. Borrower
-----------------------------
shall pay to Agent for the account of the Banks on a pro-rata basis,
within twenty (20) days from the date of the Agent's invoice therefor, a
Revolving Loan Commitment Fee (the "REVOLVING LOAN COMMITMENT FEE") at
the rate of one-eighth of one percent (0.125%) per annum on the average
daily unused portion of the Revolving Loan Commitment. The Revolving
Loan Commitment Fee shall be payable quarterly in arrears commencing on
December 1, 2000 (which payment shall include the period commencing on
the date hereof), March 1, 2001, June 1, 2001 and on the Revolving
Credit Termination Date. The Revolving Loan Commitment Fee shall be
computed on the basis of a year deemed to consist of 360 days and paid
for the actual number of days elapsed.

Section 2.11. Reimbursement.
-------------

Whenever any Bank shall sustain or incur any losses or
out-of-pocket expenses in connection with:

(1) the failure by the Borrower to pay the principal
amount of any Revolving Loan when due (whether at maturity, by reason of
acceleration, notice of prepayment/termination by Borrower or
otherwise);

(2) the repayment of overdue amounts of any Revolving
Loan; or

(3) the acceleration of the maturity date of any Revolving
Note by reason of the occurrence of an Event of Default;

the Borrower shall pay to the Agent, upon its demand and for the account
of the applicable Banks, an amount certified in writing by the Agent as
the amount required to reimburse the applicable Banks for all reasonable
losses and out-of-pocket expenses claimed. All determinations,
estimates, assumptions, allocations and the like required for the
determination thereof shall be made by the Agent in good faith and the
Borrower shall have the burden of proving that the Agent's determination
thereof is not correct.

Section 2.12. Failure of Any Bank to Make Revolving
-------------------------------------
Loans. Should any Bank default in making a Revolving Loan, the other
-----
Banks shall not be released from their several obligations to make
Revolving Loans as agreed hereunder, and, in the event such defaulting
Bank is the Agent, the other Banks shall forthwith appoint one of
themselves to act as Agent. However, such default shall not obligate
any of the Banks to increase their Revolving Loan Commitment hereunder.
Borrower shall be released from all liability to pay such defaulting
Bank any accrued or future fees under Sections 2.04 and 2.10 and the
------------- ----
other obligations of the Borrower to such defaulting Bank under the Loan
Documents, except the obligation to repay the outstanding Revolving
Loans theretofore made by such Bank and interest accrued thereon as
provided in the Loan Documents, shall terminate; provided, however, once
such default is cured, then such defaulting Bank shall, subsequent
thereto, have all rights under the Loan Documents.

Section 2.13. Banks Not Required to Extend Credit. No
-----------------------------------
Bank shall be required to make any Revolving Loan if, after giving
effect thereto, the then aggregate outstanding principal amount of all
Revolving Loans would exceed $120,000,000, as such amount may be reduced
from time to time pursuant to Section 2.02, or such Bank would exceed
------------
its Revolving Loan Commitment (after giving effect to all Revolving
Loans, whether or not funded by any particular Bank, as if each Bank had
funded its respective Revolving Loans in accordance with the terms of
this Agreement).

ARTICLE III

CONDITIONS PRECEDENT

Section 3.01. Conditions Precedent to the Initial Loans.
-----------------------------------------
The obligation of each Bank to make its initial Revolving Loan to the
Borrower is subject to the conditions precedent that the Agent, on
behalf of the Banks, shall have received, on or before the date hereof
and approved, each of the following:

(1) Notes. The Revolving Notes duly executed by the
-----
Borrower;

(2) Pledge Agreement. The Pledge Agreement, duly
----------------
executed by the Borrower, together with (a) acknowledgment copies of the
amended financing statements (Form UCC-3) duly filed under the Uniform
Commercial Code of all jurisdictions necessary or, in the opinion of the
Agent, desirable to perfect the security interest created by the Pledge
Agreement, and (b) stock powers or powers of attorney which are
necessary or appropriate for the security interest of the Agent in the
Collateral;

(3) Evidence of all Corporate Action by the Borrower and
----------------------------------------------------
Subsidiaries. Certified (as of the date of this Agreement) copies of
------------
all corporate action taken by the Borrower, including resolutions of the
Board of Directors of Borrower, authorizing the execution, delivery, and
performance of all Loan Documents to which Borrower is a party and each
other document to be delivered by Borrower pursuant to this Agreement;

(4) Incumbency Certificates. Certificates dated as of
-----------------------
the date of this Agreement of the Secretary of the Borrower certifying
the names and true signatures of the officers of the Borrower authorized
to sign the Loan Documents and each other document to be delivered by
the Borrower under this Agreement;

(5) Opinion of Counsel for the Borrower. A favorable
-----------------------------------
opinion of counsel for the Borrower, in substantially the form of
Exhibit F, and as to such other matters as the Agent may reasonably
---------
request;

(6) Form U-1. Federal Reserve Form U-1 Purpose
--------
Statements, executed by Borrower;

(7) Stock Certificates. Delivery to Agent of the
------------------
original stock certificates for all of the issued and outstanding shares
of stock of each Pledged Subsidiary (exclusive of directors' qualifying
shares), together with stock powers;

(8) Corporate Existence. Certificates and certified
-------------------
copies of charters and articles of incorporation demonstrating the due
organization and current good standing of Borrower and each Pledged
Subsidiary and certified copies of the Bylaws of Borrower and each
Pledged Subsidiary;

(9) Existing Credit Agreement. (a) Each Bank that is a
-------------------------
participant to the Amended and Restated Secured Credit Agreement, dated
August 25, 1999, shall have surrendered to Agent the revolving credit
note issued to it pursuant to the August 25, 1999 Credit Agreement and
such revolving credit note shall be deemed amended and restated and
converted into Notes under this Agreement, (b) all loans outstanding
pursuant to the August 25, 1999 Credit Agreement shall be either (i)
repaid in full and if any such revolving loans were at such time
accruing interest at the Eurodollar Rate, all breakage costs in
connection therewith shall have been paid as contemplated by Section
-------
10.06(2) of the August 25, 1999 Credit Agreement or (ii) continued
--------
under this Agreement in accordance with a notice delivered pursuant to
Section 2.04, (c) each Bank shall have received payment in full of all
------------
amounts then due and owing to it under the August 25, 1999 Credit
Agreement, and (d) Borrower shall have paid all accrued and unpaid
interest and fees owing under the August 25, 1999 Credit Agreement
through the date hereof;

(10) Financial Statements. Audited consolidated
--------------------
financial statements for the fiscal years 1998 and 1999 and the
unaudited consolidated financial statements as of June 30, 2000, of the
Borrower and First Banks America, Inc.;

(11) Officer's Certificate. A certificate from the
---------------------
Borrower, dated the date hereof, stating that there has not occurred a
material adverse change since December 31, 1999, in the financial
condition, operation, properties, or business of the Borrower and its
Subsidiaries or in the facts or information regarding such entities as
represented to the Agent and the Banks to date; and

(12) Additional Documentation. Such other approvals,
------------------------
opinions or documents as the Agent may reasonably request.

Section 3.02. Conditions Precedent to All Revolving
-------------------------------------
Loans. The obligation of each Bank to make each Revolving Loan
-----
(including the initial Revolving Loans) shall be subject to the further
conditions precedent that on the date of each such Revolving Loan:

(1) The Agent shall have received the Revolving Loan
Notice of Borrowing which shall specify whether the requested Revolving
Loan shall accrue interest based on the Eurodollar Rate or at the Prime
Rate;

(2) No Default or Event of Default shall have occurred and
be continuing, or would result from such Revolving Loan.

(3) The following statements shall be true and the Agent
on behalf of the Banks shall have received a Certificate signed by at
least two of the chief executive officer, the chief financial officer,
the chief accounting officer, the chief operating officer and the chief
credit officer of Borrower and dated the date of the Revolving Loan
Notice of Borrowing requesting such Revolving Loan, containing the
confirmations of compliance with certain of the financial covenants as
herein provided, and stating that:

(a) The representations and warranties contained in
Article IV of this Agreement are correct on and as of such date;

(b) No Default or Event of Default has occurred and
is continuing, or would result from such Revolving Loan;

(d) The use of the proceeds of the requested
Revolving Loan will be as indicated in the Revolving Loan Notice of
Borrowing.

(4) The Agent shall have received such other approvals,
information or documents as the Agent may reasonably request, in form
and substance satisfactory to the Agent.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Banks that:

Section 4.01. Incorporation, Good Standing, and Due
-------------------------------------
Qualification. Borrower is a corporation duly incorporated, validly
-------------
existing and in good standing under the laws of the State of Missouri
and is in good standing in all states and jurisdictions wherein it owns
property or does business requiring such qualification as a foreign
corporation. Borrower is a "bank holding company" as that term is
defined in the federal Bank Holding Company Act of 1956, as amended, 12
U.S.C. Section 1841 et seq., and as such, Borrower has received all
necessary approvals from and has filed all necessary reports with the
Board of Governors of the Federal Reserve System. The list of
Affiliates of Borrower as shown on Exhibit H attached is as of the
---------
date hereof true and accurate. Each Subsidiary of the Borrower is a
bank, bank holding company or corporation duly organized and in good
standing under the laws of its respective jurisdiction of organization.

Section 4.02. Corporate Power and Authority. The
-----------------------------
execution, delivery and performance by the Borrower of the Loan
Documents as provided for herein are within the

corporate powers of Borrower, have been duly authorized by all necessary
corporate action and require no action by or in respect to, or filing
with any governmental body, agency or official. The execution, delivery
and performance by Borrower of the Loan Documents do not conflict with,
or result in a material breach of the terms, conditions or provisions of
or constitute a default under or result in any violation of, and
Borrower is not now in default under or in violation of the terms of its
Articles of Incorporation or Bylaws or any rule, regulation, order,
writ, judgment or decree of any court or government agency or
instrumentality, or any agreement or instrument to which Borrower or any
of its Subsidiaries is a party or by which it or they are bound or to
which it or they are subject.

Section 4.03. Legally Enforceable Agreement. This
-----------------------------
Agreement has been duly executed and delivered and constitutes a legal,
valid and binding agreement of the Borrower enforceable in accordance
with its terms, and the other Loan Documents, when executed and
delivered in accordance with this Agreement, will constitute a legal,
valid and binding obligation of the Borrower, enforceable in accordance
with their terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency or other similar laws affecting
creditors' rights generally.

Section 4.04. Financial Statements; Financial Condition.
-----------------------------------------
The financial information furnished by Borrower representing the
financial condition of Borrower or any Subsidiary, such information
being identified in Exhibit I attached, is true and correct as of the
---------
date furnished and there has been no material adverse change in the
financial condition, operations or business of any of them since the
date of such financial information.

Section 4.05. Other Agreements. Except for those matters
----------------
disclosed on Schedule 4.05 attached, Borrower is not a party to any
-------------
indenture, loan, or credit agreement, or to any lease or other agreement
or instrument or subject to any charter or corporate restriction which
could reasonably be expected to have a material adverse effect on its
financial condition, operations, properties, or business, or on its
ability to carry out its obligations under the Loan Documents. Neither
the Borrower nor any of its Subsidiaries is in default in any material
respect in the performance, observance, or fulfillment of any of the
obligations, covenants, or conditions contained in any agreement or
instrument material to their respective business to which each is a
party.

Section 4.06. Litigation. Except for those matters
----------
disclosed on Schedule 4.06 attached, there is no pending or, to the
-------------
best of Borrower's knowledge, threatened action or proceeding against or
affecting Borrower or any Subsidiary before any court, governmental
agency, or arbitrator, which could reasonably be expected to have a
material adverse affect on the financial condition, operations,
properties, or business of Borrower or any Subsidiary, or the ability of
Borrower or any Subsidiary to perform its obligations under this
Agreement or the Loan Documents.

Section 4.07. Ownership of Subsidiaries. The ownership
-------------------------
of each Subsidiary is as shown on Exhibit J attached. Upon the
---------
extension of the initial Revolving Loans, all shares of common stock of
each Subsidiary owned by Borrower will be free and clear of all liens,
claims

and encumbrances, except as to Pledged Subsidiaries the security
interests under the Pledge Agreement as provided for herein.

Section 4.08. ERISA. Borrower and each Subsidiary are in
-----
compliance in all material respects with all applicable provisions of
ERISA. Neither a Reportable Event nor a Prohibited Transaction has
occurred and is continuing with respect to any Plan; except as provided
on Schedule 4.08 attached, no notice of intent to terminate a Plan has
-------------
been filed nor has any Plan been terminated; no circumstances exist
which constitute grounds under Section 4042 of ERISA entitling the PBGC
to institute proceedings to terminate, or appoint a trustee to
administer, a Plan, nor has the PBGC instituted any such proceedings;
except as provided on Schedule 4.08 attached, neither Borrower nor any
-------------
Subsidiary has completely or partially withdrawn under Sections 4201 or
4204 of ERISA from a Multiemployer Plan; Borrower and each Subsidiary
have met minimum funding requirements under ERISA with respect to their
respective Plans and the present fair market value of all Plan assets
exceeds the present value of all vested benefits under each Plan, as
determined on the most recent valuation date of the Plan and in
accordance with the provisions of ERISA and the regulations thereunder
for calculating potential liability to the PBGC or the Plan under
Title IV of ERISA; Borrower and all Subsidiaries have incurred no
liability to the PBGC under ERISA. With regard to the events and
circumstances that are disclosed on Schedule 4.08, no event or
-------------
circumstance as occurred which has resulted in liability which either is
not funded, has not been satisfied or is not reflected on the Borrower's
or such Subsidiary's financial statements nor has any other event or
circumstance occurred that is likely to have a Material Adverse Effect.

Section 4.09. Taxes. Borrower and each Subsidiary have
-----
filed (or received extensions of the time to file) and will in the
ordinary course of business file all tax returns (federal, state, and
local) required to be filed and have paid and will pay all taxes,
assessments, and governmental charges and levies shown thereon to be
due, including interest and penalties, provided, however, that nothing
herein will prevent the contest in good faith of any assessment or
imposition of any tax as long as an adverse determination will have no
material adverse impact upon Borrower or the Pledged Subsidiaries.

Section 4.10. Use of Proceeds; Margin Regulations.
-----------------------------------
Neither the making of any Loan nor the use of the proceeds thereof will
violate or be inconsistent with the provisions of Regulations T, U or X
of the Board of Governors of the Federal Reserve System.

ARTICLE V.

AFFIRMATIVE COVENANTS

So long as any portion of the indebtedness evidenced by the
Notes shall remain unpaid, or the Banks shall have any Commitment under
this Agreement, Borrower and each Pledged Subsidiary will:

Section 5.01. Maintenance of Existence. Except as
------------------------
expressly permitted pursuant to Section 6.02 hereof, preserve and
------------
maintain its corporate existence and good standing in the

jurisdiction of its incorporation, and qualify and remain qualified as a
foreign corporation in each jurisdiction in which such qualification is
required.

Section 5.02. Maintenance of Records. Keep adequate
----------------------
records and books of account, in which complete entries will be made in
accordance with GAAP consistently applied, reflecting all financial
transactions.

Section 5.03. Maintenance of Subsidiaries. Maintain and
---------------------------
keep each Subsidiary in good standing with the jurisdiction of its
organization, except to the extent a Subsidiary dissolves or ceases to
exist pursuant to a transaction permitted by the terms of Section 6.02.
------------

Section 5.04. Compliance With Laws. Comply in all
--------------------
respects, and cause compliance on behalf of each Subsidiary, with all
applicable laws, rules, regulations, and orders. Compliance shall
include, without limitation, paying before the same become delinquent
all taxes, assessments, and governmental charges imposed upon it or upon
its property, except for such taxes, assessments or governmental charges
that are being diligently contested in good faith by appropriate
proceedings if it has maintained adequate reserves with respect thereto
in accordance with generally accepted accounting principles.

Section 5.05. Right of Inspection. At any time during
-------------------
normal business hours and from time to time, upon at least one (1)
Business Day's advance notice, permit the Agent and any Bank or any
agent or representative thereof to examine and make copies of and
abstracts from the records and books of account of and visit the
properties of, Borrower and each Subsidiary, and to discuss the affairs,
finances, and accounts of Borrower and each Subsidiary, with any of its
or their officers and directors and with the Borrower's independent
accountants, provided, however, that with respect to the loans of
Borrower or a Pledged Subsidiary, the Agent and any Bank may only review
and make copies of summaries of the Watch List prepared on a quarterly
basis and loan audit reports; review of specific loan accounts and loan
review reports may be requested by the Agent or any Bank, whereupon
Borrower and Agent or the Bank shall within ten (10) days agree as to
the number of such accounts and reports that are reasonable and
appropriate to review, and provided further, that upon and during the
existence of an Event of Default hereunder, there shall be no
restrictions or conditions on the scope of the review, inspection and
reproduction rights of Agent and the Banks concerning the loans of
Borrower or a Pledged Subsidiary.

Section 5.06. Reporting Requirements. Furnish to the Agent:
----------------------

(1) Quarterly Financial Statements. As soon as
------------------------------
practicable, or in any event within forty-five (45) days after the end
of each fiscal quarter of Borrower (a) parent only and consolidated
balance sheets of Borrower and its Subsidiaries as of the end of such
fiscal quarter and (b) parent only and consolidated statements of income
and earnings retained in the business of Borrower and its Subsidiaries
for such fiscal quarter, all of which shall be prepared in accordance
with GAAP (subject to normal year-end adjustments) and certified by the
chief financial officer or chief accounting officer of Borrower.

(2) Annual Financial Statements. As soon as
---------------------------
practicable, or in any event within ninety (90) days after the close of
each fiscal year of Borrower (a) parent only and consolidated balance
sheets of Borrower and its subsidiaries at year end and (b) parent only
and consolidated statements of income and earnings retained in the
business of Borrower and its Subsidiaries including consolidated and
parent only statements of cash flow for such fiscal year, all of which
shall include comparative statements for the preceding year and shall be
prepared in accordance with GAAP consistently applied, and shall be
certified by, and accompanied by an unqualified audit opinion of a firm
of certified public accountants acceptable to Agent; provided, however,
that the opinion may be limited to the consolidated statements of
Borrower.

(3) Reports. Within forty-five (45) days after such
-------
report is filed and to the extent not prohibited by law, copies of all
reports filed by Borrower (on a consolidated and parent only basis), and
First Banks America, Inc. (on a consolidated and parent only basis) with
the Board of Governors of the Federal Reserve System or any Federal
Reserve Bank, the Federal Deposit Insurance Corporation ("FDIC"),
Securities and Exchange Commission ("SEC"), or other bank or thrift
regulatory agency; within forty-five (45) days after the end of each
fiscal quarter of Borrower, a list of all such reports. Irrespective of
the foregoing procedures for the request for copies of reports, Borrower
shall submit to the Agent, within forty-five (45) days from the date of
submission to the SEC, copies of the following SEC reports with respect
to the Borrower and First Banks America, Inc.: 10-K, 10-Q, and 8-K.
Borrower shall also submit (or cause to be submitted) to the Agent,
within fifteen (15) days from the date of such agreement, copies of any
and all agreements entered into by Borrower or any of Borrower's
Subsidiaries with the Board of Governors of the Federal Reserve System,
any Federal Reserve Bank, the FDIC, the SEC, or other bank or thrift
regulatory agency.

(4) Subsidiary Reports. Copies of all Quarterly Reports
------------------
of Condition and Income ("CALL REPORT"), certified as required by law,
filed by each Subsidiary with the FDIC or any other governmental or
regulatory agency, within forty-five (45) days from the date any such
Call Report is submitted to such agency, and, to the extent permitted by
law, copies of all examination reports and supervisory comment letters
pertaining to each Subsidiary.

(5) Examination; Litigation. Promptly after the
-----------------------
commencement thereof, notice of all suits and proceedings before any
court or governmental department, commission, board, or agency affecting
Borrower or any Subsidiary which could reasonably be expected to have a
material adverse effect on the financial condition, properties or
operations of Borrower or any Subsidiary; promptly after the receipt
thereof, notice of any report or comment letter from any regulatory
authority of Borrower or any Subsidiary, or from the independent
auditors of Borrower, which requires any action of a material adverse
nature by Borrower or any Subsidiary.

(6) Compliance Certificate. Within forty-five (45) days
----------------------
after the end of each fiscal quarter of Borrower, a Compliance
Certificate signed by at least two of the chief executive officer, the
chief financial officer, the chief accounting officer and the chief
credit officer of the Borrower, substantially in the form of Exhibit E
---------
attached hereto.

(7) Other Information. Such other information and
-----------------
reports regarding the financial condition, operations or regulatory
affairs of Borrower or any Subsidiary as Agent or a Bank may from time
to time reasonably request.

Section 5.07. Operations. Operate and maintain its
----------
business and property, and those of its Subsidiaries, in the ordinary
course in a prudent manner consistent with sound banking practices and
in such a manner that the performance by Borrower of its obligations
hereunder are not jeopardized or impaired.

Section 5.08. Additional Collateral. Pursuant to the
---------------------
Pledge Agreement, pledge and deliver to Agent shares of stock of (i) a
bank, thrift institution, bank holding company or savings holding
company hereafter acquired by Borrower or any Pledged Subsidiary (other
than as may be acquired by First Banks America, Inc.) with all or a
portion of such shares having been acquired with the proceeds of a Loan,
or (ii) a bank, thrift institution, bank holding company or savings
holding company which becomes a Subsidiary (other than as may be
acquired by First Banks America, Inc.).

ARTICLE VI.

NEGATIVE COVENANTS

So long as any portion of the indebtedness evidenced by the
Notes shall remain unpaid, or any Bank shall have any Commitment under
this Agreement, Borrower will not, without the prior written consent of
the Agent, which consent shall not be unreasonably withheld:

Section 6.01. Liens. Create, incur, assume, or suffer to
-----
exist, any Lien, or permit any Subsidiary to create, incur, assume, or
suffer to exist, any lien, upon or with respect to any of the Collateral
or any capital stock held by any Subsidiary, except in favor of the
Agent.

Section 6.02. Mergers, Etc. Merge or consolidate with
------------
any Person having Total Assets in excess of $250,000,000 or which is
subject to a regulatory action or proceeding or any cease and desist
order which relates in any material adverse way to the management,
financial condition, or operations of such Person, or permit the merger
or consolidation of any Subsidiary with any Person having Total Assets
in excess of $250,000,000 or which is subject to a regulatory action or
proceeding or any cease and desist order which relates in any material
adverse way to the management, financial condition, or operations of
such Person, or sell, assign, lease, or otherwise dispose of (whether in
one transaction or in a series of transactions) any Subsidiary or all or
substantially all of its other assets, or permit the sale, assignment,
lease, or other disposition of any Subsidiary, or the sale of all or
substantially all of the assets of any Subsidiary (whether now owned or
hereafter acquired), to any Person; provided, however, that nothing in
this Section 6.02 shall prevent: (a) mergers or sales of assets as
------------
between two entities that are Pledged Subsidiaries, or (b) the merger of
First Bank and Trust, First Bank of California and First Bank Texas,
N.A. with Redwood Bank, and the subsequent renaming of Redwood Bank as
First Bank and Trust.

Section 6.03. Indebtedness. Incur, create, assume or
------------
allow to exist, nor permit any Subsidiary to incur, create, assume or
allow to exist, any indebtedness, whether contingent or absolute, except
indebtedness: (i) evidenced by the Notes; (ii) evidenced by
subordinated debentures issued to First Preferred Capital Trust in an
aggregate principal amount not to exceed $88,917,550; (iii) evidenced by
subordinated debentures issued to First Preferred Capital Trust II in an
aggregate principal amount not to exceed $67,010,325; (iv) evidenced by
subordinated debentures issued by First Banks America, Inc. to First
America Capital Trust in an aggregate principal amount not to exceed
$47,422,700; (v) for advances made by Borrower or any Subsidiary to
Borrower or any Subsidiary in the ordinary course of business or for
acquisition purposes in an aggregate amount not to exceed $90,000,000;
(vi) of accrued expenses or accounts payable in the ordinary course of
business not yet payable; (vii) for any other purpose not to exceed in
the aggregate the amount of $2,500,000; and (viii) refundings, renewals
and replacements of any of the foregoing.

Section 6.04. Dividends. Pay or declare any dividends on
---------
the common stock of Borrower; pay or declare any dividends upon the
preferred stock of Borrower designated as Class A or Class B preferred
stock in the financial statements of Borrower if a Default or an Event
of Default exists or if, after giving effect thereto, a Default or Event
of Default would exist.

Section 6.05. Stock Issue; Additional Issue of Stock of
-----------------------------------------
Subsidiary. Create any new class or amend the terms of any existing
----------
class of stock of Borrower, or issue any shares of stock of any class of
Borrower, the terms of which have not been approved by the Agent; except
for stock now or hereafter issued by First Banks America, Inc. for
acquisition purposes and upon exercise of stock options granted to
employees, none of which shall cause Borrower to own, in the aggregate,
less than 55% of the issued and outstanding shares of voting capital
stock of First Banks America, Inc., issue or permit any Subsidiary to
issue any additional shares of stock of any class or any capital notes
or other long-term debt instruments, or create any new class of stock or
amend the terms of any existing class of stock.

Section 6.06. Stock Redemption. Redeem, purchase or
----------------
retire any shares of any existing class of stock of Borrower or any
capital notes of Borrower or permit any Subsidiary to redeem, purchase
or retire any shares of any existing class of stock of such Subsidiary
or any capital notes of such Subsidiary; provided, however, that as long
as no Event of Default shall have occurred and be continuing, with
respect to Subsidiaries which are not wholly owned by the Borrower, such
Subsidiary(ies) may redeem, purchase or retire shares of any existing
class of stock (except for trust preferred securities) of such
Subsidiary.

Section 6.07. Loans. Loan money or extend credit to, or
-----
become a surety or guarantor for, or permit any Pledged Subsidiary to do
likewise, the benefit of any Affiliate or any Subsidiary or any
executive officer or shareholder of any Affiliate or any Subsidiary;
provided, however, that Borrower and the Pledged Subsidiaries may extend
credit to executive officers or shareholders of any Affiliate or
Subsidiary if the loan or extension of credit complies in all respects
with applicable law and regulations, and provided further, that the
following items of indebtedness are permitted: (i) loans to
Subsidiaries for the purpose of acquiring and holding

OREO properties, (ii) loans by Borrower or any Subsidiary to Borrower
or any Subsidiary made in the ordinary course of business or for
acquisition purposes in an aggregate amount not to exceed at any one
time $90,000,000; and (iii) refundings, renewals and replacements of any
of the foregoing.

Section 6.08. Debentures. Redeem in whole or in part,
----------
the subordinated debentures issued to First Preferred Capital Trust or
First Preferred Capital Trust II or permit First Banks America, Inc. to
redeem, in whole or in part, the subordinated debentures issued to First
America Capital Trust; pay any interest on or permit First Banks
America, Inc. to pay any interest on such subordinated debentures if a
Default or Event of Default exists, or if after giving effect thereto, a
Default or Event of Default would exist.

Section 6.09. Continuation of Business. Substantially
------------------------
change, nor permit any of its Subsidiaries to change substantially, the
nature of the respective businesses in which they are now engaged, nor
engage in, nor permit any Subsidiary to engage in, any line of business
if, as a result thereof, the business of the Borrower and its
Subsidiaries, taken as a whole, would not be predominately the banking
or thrift business (and activities deemed closely related to banking
and/or the thrift business by applicable regulatory authorities) as
currently constituted as of the date hereof.

ARTICLE VII.

FINANCIAL COVENANTS

So long as any portion of the indebtedness evidenced by the
Notes shall remain unpaid or any Bank shall have any Commitment under
this Agreement, Borrower and the Pledged Subsidiaries will comply with
each of the following covenants:

Section 7.01. Tier I Leverage Ratio. Borrower and
---------------------
Subsidiaries, on a consolidated basis, shall maintain a minimum Tier I
Leverage Ratio at the end of each quarterly accounting period of not
less than 5.0% or such greater amount as may be required to be
considered "well capitalized" by applicable regulatory authorities from
time to time.

Section 7.02. Tier I Leverage Ratio of Subsidiaries. Each
-------------------------------------
bank Subsidiary of Borrower shall maintain a minimum Tier I Leverage
Ratio at the end of each quarterly accounting period of not less than
5.0% or such greater amount as may be required to be considered "well
capitalized" by applicable regulatory authorities from time to time.

Section 7.03. Tier I Risk Based Capital Ratio. Each bank
-------------------------------
Subsidiary of Borrower shall maintain a minimum Tier I Risk Based
Capital Ratio at the end of each quarterly accounting period of not less
than 6.0% or such greater amount as may be required to be considered
"well capitalized" by applicable regulatory authorities from time to
time.

Section 7.04. Total Risk Based Capital Ratio. Each bank
------------------------------
Subsidiary of Borrower shall maintain a minimum Total Risk Based Capital
Ratio at the end of each quarterly accounting

period of not less than 10.0% or such greater amount as may be required
to be considered "well capitalized" by applicable regulatory authorities
from time to time.

Section 7.05. Loan Loss Reserve. Borrower and
-----------------
Subsidiaries, on a consolidated basis, shall maintain a minimum Loan
Loss Reserve, expressed as a percentage of Total Loans, for each
quarterly accounting period of 1.25% or such greater amount as may be
required by regulatory authorities or prudent banking standards from
time to time.

Section 7.06. Net Income to Average Total Assets.
----------------------------------

(a) Borrower and Subsidiaries, on a consolidated
basis, shall maintain a minimum ratio, expressed as a percentage, of Net
Income less extraordinary and/or non-recurring items (as determined in
accordance with GAAP), for the most recently ended period of four fiscal
quarters of Borrower, to Average Total Assets of not less than 0.70%.

(b) First Bank and First Bank & Trust, on a combined
basis, shall maintain a minimum ratio, expressed as a percentage, of Net
Income less extraordinary and/or non-recurring items (as determined in
accordance with GAAP), for the most recently ended period of four
calendar quarters, to Average Total Assets of not less than 0.70%.

Section 7.07. Non-Performing Assets. Borrower and
---------------------
Subsidiaries, on a consolidated basis, shall have Non-performing Assets,
in the aggregate, of not more than 25% of Primary Capital.

ARTICLE VIII.

EVENTS OF DEFAULT

Section 8.01. Events of Default. If any of the following
-----------------
events ("EVENTS OF DEFAULT") shall occur:

(1) Borrower shall fail to pay (a) the principal of, or
interest on, a Note, within five (5) calendar days after notice of such
failure shall have been given to the Borrower by the Agent;

(2) Borrower shall fail to pay any fees or any other
amount payable hereunder when due and such failure shall remain
unremedied for ten (10) consecutive calendar days after notice of such
failure shall have been given to the Borrower by the Agent;

(3) Any representation or warranty made or deemed made by
the Borrower or any Subsidiary in this Agreement, the Pledge Agreement,
the Subsidiary Pledge Agreements, or which is contained in any
certificate, document, opinion, or financial or other statement
furnished at any time under or in connection with any Loan Document,
shall be reasonably determined by the Agent to have been incorrect in
any material respect on or as of the date made or deemed

made and such default remains unremedied for thirty (30) consecutive
calendar days after notice thereof shall have been given to the Borrower
by the Agent;

(4) (a) Borrower shall fail to perform or observe any
term, covenant, or agreement contained in any Loan Document (other than
as contained in Article VII hereof and other than as contained in a
Note) on its part to be performed or observed, and such failure shall
remain unremedied for thirty (30) consecutive calendar days after notice
thereof shall have been given to the Borrower by the Agent, provided,
however, that in the event two or more such notices are required to be
given in any consecutive six month period, Agent at its option need not
give such notice, and there shall not be any period for the cure of such
failure with respect to such second or succeeding failure, or (b)
Borrower shall fail to perform or observe any term, covenant, or
agreement contained in Article VII hereof or in a Note;

(5) Borrower or any Subsidiary (a) shall generally not, or
shall be unable to, or shall admit in writing its inability to, pay its
debts as such debts become due; or (b) shall make an assignment for the
benefits of creditors, petition or apply to any tribunal for the
appointment of a custodian, receiver, or trustee for it or a substantial
part of its assets; or (c) shall commence any proceedings under any
bankruptcy, reorganization, arrangement, readjustment of debt,
dissolution, or liquidation law or statute of any jurisdiction, whether
now or hereafter in effect; or (d) shall have any such petition or
application filed or any such proceeding commenced against it, in which
an order for relief is entered or adjudication or appointment is made
and which remains undismissed for a period of forty-five (45) calendar
days or more; or (e) by any act or omission shall indicate its consent
to, approval of, or acquiescence in any such petition, application, or
proceeding, or order for relief, or the appointment of a custodian,
receiver, or trustee for all or any substantial part of its properties;
or (f) shall suffer any such custodianship, receivership or trusteeship
to continue undischarged for a period of forty-five (45) calendar days
or more;

(6) One or more judgments, decrees, or orders for the
payment of money in excess of Two Million Dollars ($2,000,000) in the
aggregate shall be rendered against Borrower or any Subsidiary, and such
judgments, decrees, or orders shall continue unsatisfied and in effect
for a period of thirty (30) consecutive calendar days without being
vacated, discharged, satisfied, or stayed or bonded pending appeal;

(7) The Pledge Agreement shall at any time after its
execution and delivery and for any reason (other than by the action of
the Agent) cease (a) to create a valid and perfected Lien in and to the
property purported to be subject thereto, of the priority represented
therein, or (b) to be in full force and effect or shall be declared null
and void, or the validity or enforceability thereof shall be contested
by Borrower or any Subsidiary, or Borrower or any Pledged Subsidiary, as
applicable, shall deny or disclaim further liability or obligation
thereunder, or Borrower or any Pledged Subsidiary shall fail to perform
any of its obligations thereunder, and solely with respect to
performance of obligations by the Borrower or any Pledged Subsidiary, as
applicable, under the Pledge Agreement, such default remains unremedied
for thirty (30) consecutive calendar days after notice thereof shall
have been given to the Borrower

by the Agent (the other events described in this Section 8.01(7) shall
---------------
become Events of Default immediately upon occurrence without notice to
the Borrower);

(8) Any of the following events occur or exist with
respect to Borrower or any Subsidiary: (a) any Prohibited Transaction
involving any Plan; (b) any Reportable Event with Respect to any Plan;
(c) the filing under Section 4041 of ERISA of a notice of intent to
terminate any Plan or the termination of any Plan; (d) any event or
circumstance that might constitute grounds entitling the PBGC to
institute proceedings under Section 4042 of ERISA for the termination
of, or for the appointment of a trustee to administer, any Plan, or the
institution by the PBGC of any such proceedings; (e) complete or partial
withdrawal under Section 4201 or 4204 of ERISA from a Multiemployer Plan
or the reorganization, insolvency or termination of any Multiemployer
Plan; and in each case above, such event or condition, together with all
other events or conditions, if any, subjects the Borrower or any
Subsidiary to any tax, penalty, or other liability to a Plan, a
Multiemployer Plan, the PBGC, or otherwise (or any combination thereof)
which in the aggregate exceed or may exceed Two Million Dollars
($2,000,000);

(9) If Xxxxx X. Xxxxxxxx and/or Xxxx X. Xxxxxxxx (together
with any trust or partnership or other entity over which he or she has
voting control) cease to own in the aggregate at least 51% of the voting
shares of stock of First Banks, Inc.;

(10) Except for those matters disclosed on Schedule
--------
8.01(10), if any regulatory action or proceeding shall be commenced, or
--------
any cease and desist order shall be entered into, between any state or
federal regulatory authority and Borrower or any Subsidiary which
relates in any material adverse way to the management or operations of
Borrower or any Subsidiary;

(11) A default or an event of default exists or is declared
under the terms of (i) any indebtedness aggregating Two Million Dollars
($2,000,000) or more of the Borrower or any Subsidiary, or (ii) any
other material agreements of the Borrower or any Subsidiary that
involves a potential aggregate liability of at least Two Million Dollars
($2,000,000) or which could be reasonably expected to have a material
adverse effect on the financial condition, operations, properties, or
business of the Borrower or any Subsidiary, and which in any such case
continues beyond any applicable notice and cure period; or

(12) The Borrower shall fail to have positive Net Income
for any two consecutive fiscal quarters;

then, in any such event Agent shall at the request of the Majority (as
hereinafter defined) declare the Banks' obligations to make Revolving
Loans to be terminated, whereupon the same shall forthwith terminate,
and declare the outstanding Notes, all interest thereon, and all other
amounts payable under this Agreement to be forthwith due and payable in
full, whereupon the Notes, all such interest, and all such amounts shall
become and be forthwith due and payable, without presentment, demand,
protest, or further notice of any kind, all of which are hereby
expressly waived by the Borrower; provided, that in the case of any of
the Events of Default specified in subsection (5) above, without any
notice to the Borrower or any other act by the Agent or the Banks, the
Banks' obligations to make Revolving Loans shall be automatically
terminated and

the Notes, all interest thereon, and all other amounts payable under
this Agreement shall be forthwith due and payable in full, without
presentment, demand, protest, or further notice of any kind, all of
which are hereby expressly waived by the Borrower.

ARTICLE IX.

AUTHORITY AND RESPONSIBILITIES OF AGENT

Section 9.01. Grant of Authority. Each of the Banks
------------------
hereby irrevocably appoints and authorizes Firstar Bank, N.A., as the
Agent under this Agreement and each other Loan Document, on its behalf,
to take such action and exercise such powers under this Agreement and
each other Loan Document as are specifically delegated to the Agent by
the terms thereof, together with such other powers as are reasonably
incidental thereto. The Agent shall have no duty to exercise any right
or power or remedy hereunder or to take any affirmative action hereunder
unless directed to do so by the Majority (as hereafter defined). For
purposes of this Agreement, the term "MAJORITY" shall mean the Banks
holding at least sixty-six percent (66%) in dollar amount of the
Commitment.

Section 9.02. Action upon Indemnification Instructions.
----------------------------------------
The Agent shall in all cases be fully justified and protected in acting
or continuing, failing or refusing to take any action hereunder or under
any other Loan Document upon the written instructions signed by the
Majority, and such instructions and any action taken or any failure to
act pursuant hereto shall be binding on all of the Banks, all holders of
the Notes and their respective successors and assigns.

Section 9.03. Reports; Responsibility of the Agent;
-------------------------------------
Disclaimer. Promptly upon the receipt thereof from the Borrower, Agent
----------
shall photocopy and forward to each Bank each report, statement and
other written information received by Agent pursuant to the terms of
Section 5.06 of this Agreement. Neither the Agent nor any of its
------------
respective directors, officers, agents, employees, attorneys-in-fact or
affiliates shall be liable for any action taken or omitted to be taken
under or in connection with this Agreement or any other Loan Document,
except for its or their willful misconduct or gross negligence. Without
limiting the generality of the foregoing, the Agent:

(1) shall not be responsible to any Bank for any
statement, representation or warranty made by any Bank other than Agent
or any officer thereof under or in connection with this Agreement or any
other Loan Document or the transactions contemplated hereby;

(2) shall not be responsible for the due execution,
effectiveness, validity, enforceability or sufficiency of this
Agreement, the Notes, the Pledge Agreement, the Subsidiary Pledge
Agreements or any other document or instrument furnished pursuant hereto
or in connection herewith;

(3) shall not be bound to ascertain or inquire as to the
performance or observance of any of the terms, provisions or conditions
of this Agreement or any other Loan

Document on the part of the Borrower or any Subsidiary or as to the
business, operation, property, assets or condition (financial or
otherwise) of the Borrower or its Subsidiaries;

(4) shall be entitled to rely upon any writing, statement,
notice or any telegraph, telex, teletype or telecopy message or any
telephone conversation believed by it to be genuine and correct and, in
the case of any writing, to have been signed or sent by the proper
person;

(5) may consult with counsel and independent accountants
and other experts selected by the Agent and shall be fully protected in
any action taken or omitted to be taken in accordance with the advice of
such counsel, independent accountants or other experts;

(6) may employ agents and attorneys-in-fact and shall not
be liable for the default, negligence or misconduct of any such agents
and attorneys-in-fact selected by the Agent with reasonable care;

(7) may treat the payee of a Note as the holder thereof
until it receives written notice of the assignment or transfer thereof
signed by such payee and in form satisfactory to the Agent. Any
request, authority or consent of any person who at such time is the
holder of any Note shall be conclusive and binding on any subsequent
holder, transferee or assignee of such Note or Note issued in exchange
therefor; and

(8) shall have no liability or responsibility to Borrower
for any failure on the part of any Bank to comply with an obligation on
its part to be performed under this Agreement.

Section 9.04. Correction of Errors. If the Agent shall
--------------------
pay any amount to any Bank pursuant hereto in the belief or expectation
that a related payment has been or will be received or collected from
the Borrower in connection with any Loan and such related payment is not
actually received or collected by the Agent then such Bank will
promptly, on demand by the Agent, return such amount to the Agent,
together with interest thereon at the Federal Funds Rate for overnight
deposits.

Section 9.05. Expenses; Indemnification. To the extent
-------------------------
that the Borrower fails to do so, each Bank, and each subsequent holder
of a Note by its acceptance thereof, agrees to reimburse the Agent upon
demand in proportion to the unpaid principal amount of its Notes, or if
no Notes are at the time outstanding in proportion to the Commitments,
and to indemnify and hold the Agent and its directors, officers,
employees and agents in their respective capacities harmless in such
proportion against any and all losses, liabilities, damages, demand,
judgment, claim, counterclaim, set-off, cost, disbursement or expenses
of any kind whatsoever (including reasonable attorney's fees and
expenses) incurred by or asserted against the Agent or its directors,
officers, employees and agents under or in connection with any of the
foregoing arising out of or in connection with this Agreement, the Notes
or any other Loan Documents, the transactions contemplated hereunder,
the enforcement, collection or realization of any thereof or any action
taken or omitted by the Agent, provided that no Bank shall be liable for
any portion of the foregoing incurred by the Agent as a result of its
willful misconduct or gross negligence. The

agreements in this Section 9.05 shall survive the payment of the
------------
Loans, or any other amounts payable hereunder or under the Notes and the
termination of the Commitments.

Section 9.06. Rights as Bank. With respect to its Loans
--------------
and the Notes issued to it, the Agent shall have the same rights and
powers hereunder as any Bank and may exercise the same as though it were
not the Agent, and the term "Bank" or "Banks" shall include the Agent in
its individual capacity. The Agent and any of its affiliates may accept
deposits from, lend money to, and generally engage in any kind of
banking or trust business with, the Borrower and any affiliates as if it
were not the Agent and may accept fees and other consideration from the
Borrower for services in connection with this Agreement and otherwise
without having to account for the same to the Banks.

Section 9.07. Representation of Each Bank. Each Bank
---------------------------
expressly acknowledges that the Agent has not made any representations
or warranties to it and that no action taken or hereafter taken by the
Agent shall be deemed to constitute a representation or warranty by the
Agent to any other Bank. Each Bank represents and warrants to the Agent
that it has made and will continue to make its own independent
investigation of the condition (financial and otherwise) and affairs of
the Borrower and the Subsidiaries in connection with this Agreement and
the Notes without reliance on the Agent or on any information or
documents prepared by the Agent. Except for notices, reports and other
documents expressly required to be furnished to the Banks by the Agent
hereunder, the Agent shall not have any duty or responsibility to
provide any Bank or any of its respective officers, directors,
employees, agents, attorneys-in-fact or affiliates any other information
or documentation pertaining to Borrower, the Subsidiaries, or their
financial affairs. Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any
fiduciary relationship with any Bank, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be
read into this Agreement or otherwise exist against the Agent.

Section 9.08. Rights to Resign; Appointment of a Successor
--------------------------------------------
Agent. The Agent may resign as such at any time upon thirty (30)
-----
calendar days' notice to the Borrower and the Banks. In such event, the
Majority shall appoint a successor Agent which shall be an incorporated
bank or trust company, provided, however, that if there is no Default or
Event of Default at the time of such appointment and provided further
the successor Agent is to be a bank other than American National Bank
and Trust Company of Chicago, Xxxxxx Trust and Savings Bank, Xxxxx Fargo
Bank Minnesota, N.A., The Frost National Bank, Union Bank of California,
N.A. or LaSalle Bank National Association, the Agent shall send to
Borrower a list of at least three (3) banks which are satisfactory to
the Majority to serve as the successor Agent, whereupon the Borrower
shall have three (3) Business Days in which to select which bank on the
list is to be the successor Agent. In the event of the failure of the
Borrower to select a bank from the list, then the right of selection
granted to the Borrower hereunder shall forever lapse. If no successor
shall have been so appointed and accepted such appointment within thirty
(30) days after the retiring Agent's giving of notice of resignation or
the Majority's removal of the retiring Agent, then the retiring Agent
may, on behalf of the Banks, appoint a successor, which shall be a Bank,
or, if no such Bank accepts such appointment, which shall be a bank or
trust company with an

office (or an affiliate with an office) in St. Louis, Missouri, having a
combined capital and surplus of not less than One Hundred Million
Dollars ($100,000,000). Upon the acceptance of any appointment as Agent
hereunder by a successor Agent, such successor shall thereupon succeed
to and become vested with all the rights, powers, privileges and duties
of the retiring Agent, and the retiring Agent shall be discharged from
its duties and obligations hereunder. After any retiring Agent's
resignation or removal hereunder as Agent, the provisions of this
Article IX shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as Agent.

Section 9.09. Notice of Default. The Agent shall not be
-----------------
deemed to have knowledge or notice of the occurrence of any Default or
Event of Default hereunder unless the Agent has received notice from a
Bank or the Borrower referring to this Agreement, describing such
Default or Event of Default and, in the case of any Default or Event of
Default other than those described in Section 8.01 of this Agreement,
------------
stating that such notice is a "notice of default." In the event that
the Agent receives such a notice of the occurrence of a Default or Event
of Default, the Agent shall give prompt notice thereof to the Banks.
The Agent shall take such action with respect to such Default or Event
of Default as shall be reasonably directed by the Majority, provided
that unless and until the Agent shall have received such directions, the
Agent may (but shall not be obligated to) take such action, or refrain
from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Banks.

Section 9.10. Agent Compensation. For its services as
------------------
Agent hereunder, Borrower shall pay to Agent on the date of this
Agreement and on each anniversary date thereof, certain compensation as
heretofore agreed between Agent and Borrower.

ARTICLE X.

MISCELLANEOUS

Section 10.01. Capital Adequacy Reimbursement. If after
------------------------------
the date hereof, the Agent shall be advised that or shall determine that
with respect to any of the Banks the adoption or the taking effect of
any applicable law, rule or regulation regarding capital adequacy, or
any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or
comparable agency or compliance by the Banks with any request or
directive regarding capital adequacy (whether or not having the force of
law) of any such authority, central bank or comparable authority, has or
would have the effect of reducing the rate of return on or increasing
the cost of maintaining all of the Banks' capital as a direct
consequence of their obligations hereunder (taking into consideration
the Banks' policies with respect to capital adequacy) then from time to
time, within fifteen (15) calendar days after demand by Agent, Borrower
shall pay to Agent such additional amount or amounts as will compensate
the Banks for such reduction or increase. In the event any such
compensation is demanded, Agent shall provide to Borrower a certificate
showing the calculation of the amount demanded in reasonable detail.
Borrower shall have the burden of proving that the amount as so
calculated is not correct.

Section 10.02. Amendments, Etc. Except as expressly
---------------
provided in Article VI hereof, no amendment, modification, termination,
or waiver of any provision of any Loan Document, nor consent to any
departure by the Borrower from any Loan Document, shall in any event be
effective unless the same shall be in writing and signed by the
Majority, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given;
provided, however, that no such amendment, modification, termination or
waiver of any provision of any Loan Document shall: (a) postpone the
stated maturity of principal of, or interest on, any of the Loans, or
reduce the principal amount of, the rate of interest on, or the fees in
connection with this Agreement; (b) increase the maximum amount of the
Revolving Loan Commitment or the Revolving Loan Commitment of any Bank;
(c) change the percentages required for action by the Banks under this
Section 10.02 or by the Majority under this Agreement; or (d) release or
subordinate any Liens in favor of the Agent on any of the Collateral,
except as otherwise expressly provided herein. The consent of all of
the Banks is required to effect any amendment, modification or waiver of
the provisions of this Agreement and of each Loan Document which
provisions are of a type described in clauses (a), (b), (c) or (d) of
this Section 10.02 or to effect any amendment, modification, or waiver
-------------
of this Section 10.02 or Section 10.05. The consent of the Borrower
------------- -------------
will not be required to effect any amendment, modification or waiver of
the provisions of Article IX of this Agreement other than Section 9.08.
------------

Section 10.03. Notices, Etc. All notices and other
------------
communications provided for under this Agreement and under the other
Loan Documents shall be in writing (including facsimile communication)
and mailed, sent by facsimile machine or delivered, to the parties at
the addresses set forth on Exhibit K attached or, as to each party, at
---------
such other address as shall be designated by such party in a written
notice to the other party complying as to delivery with the terms of
this Section 10.03. All such notices and communications shall, when
-------------
mailed, be effective when deposited in the mails respectively addressed
as aforesaid, except that notices to the Agent and the Banks pursuant to
the provisions of Article II shall not be effective until received by
the Agent and such Banks. Any party sending a notice to Borrower
pursuant to Article VIII hereof shall provide a courtesy copy to
Borrower's counsel at the address set forth on Exhibit K attached or
---------
at such other addresses as shall be designated by Borrower's counsel in
a written notice to the Agent and the Banks. Notwithstanding the
foregoing agreement to provide a courtesy copy to Borrower's counsel,
such copy shall be a courtesy copy only, and failure to provide such
courtesy copy shall have absolutely no effect or entitle Borrower to any
remedy whatsoever. Any notice duly given to Borrower shall be effective
whether or not the courtesy copy was given to Borrower's counsel.

Section 10.04. No Waiver; Remedies. No failure on the
-------------------
part of the Agent or any Bank to exercise, and no delay in exercising,
any right, power, or remedy under any Loan Document shall operate as a
waiver thereof; nor shall any single or partial exercise of any right
under any Loan Document preclude any other or further exercise thereof
or the exercise of any other right. The remedies provided in the Loan
Documents are cumulative and not exclusive of any remedies provided by
law.

Section 10.05. Successors and Assigns. This Agreement
----------------------
shall be binding upon and inure to the benefit of the Borrower and the
Banks and their respective successors and assigns, except that Borrower
may not assign or transfer any of its rights or obligations under any
Loan Document to which Borrower is a party without the prior written
consent of the Banks, and a Bank may not sell, assign or participate all
or any portion of its Notes (other than a sale, assignment, or
participation to an affiliate bank or to any of the Banks) without the
prior written consents of Borrower and Agent.

Section 10.06. Costs and Expenses.
------------------

(1) The Borrower agrees to pay to Agent on demand, all
costs and expenses, if any, incurred by Agent in connection with the
preparation of the Loan Documents, including, without limitation, the
reasonable fees and expenses of counsel for the Agent (subject to the
limitations as heretofore agreed between Agent and Borrower.) The
Borrower agrees to pay to Agent and the Banks on demand, all costs and
expenses, if any, incurred by Agent and the Banks in connection with any
modification of this Agreement or any of the other Loan Documents that
is requested by Borrower or made in response to a Default or Event of
Default, and in connection with the enforcement of any of the Loan
Documents, including, without limitation, the reasonable fees and
expenses of counsel for the Agent (with respect to modifications and
enforcement) and the Banks (with respect to enforcement only) with
respect thereto.

(2) If any payment or prepayment of principal with respect
to any Loans accruing interest based on the Eurodollar Rate Loan is made
by the Borrower other than on the last day of the Interest Period for
such Loans, and such payment is permitted pursuant to Section 2.09, or
------------
is made as a result of an acceleration of the maturity of the Notes
pursuant to Section 8.01 or for any other reason, the Borrower shall,
------------
upon demand by the Agent on behalf of the Banks, pay the Agent for the
account of the Banks any amounts required to compensate the Banks for
any additional losses, costs or expenses which they may reasonably incur
as a result of such payment, including, without limitation, any loss
(including loss of anticipated profits), costs or expenses incurred by
reason of the liquidation or reemployment of deposits or other funds
acquired by the Banks to fund or maintain such Loan.

Section 10.07. Right of Setoff. Upon the occurrence
---------------
and during the continuance of any Event of Default, each Bank is hereby
authorized at any time and from time to time, without notice to the
Borrower (any such notice being expressly waived by the Borrower), to
set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at
any time owing by a Bank to or for the credit or the account of Borrower
against any and all of the obligations of the Borrower now or hereafter
existing under this Agreement, the Notes or any other Loan Document,
irrespective of whether or not the Agent shall have made any demand
under this Agreement or the Notes or such other Loan Document and
although such obligations may be unmatured. Each Bank agrees promptly
to notify the Borrower after any such setoff and application, provided
that the failure to give such notice shall not affect the validity of
such setoff and application. The rights under this Section 10.07 are
-------------
in addition to other rights and remedies (including, without limitation,
other rights of setoff) which the Banks may have.

Section 10.08. Sharing of Setoffs. Each Bank agrees
------------------
that if it shall, by exercising any right of setoff receive payment of a
proportion of the aggregate amount of principal and interest due with
respect to any of the Notes held by it (or any other obligations of
Borrower hereunder to such Bank) which is greater than the proportion
received by any other Bank in respect of the aggregate amount of
principal and interest due with respect to any of the Notes held by such
other Bank (or any other obligations of Borrower hereunder to such
Bank), the Bank receiving such proportionately greater payment shall
purchase such participations in the Notes held by the other Banks (or
any other obligations of Borrower hereunder to the other Banks) and such
other adjustments shall be made, as may be required so that all such
payments of principal and interest on the Notes (or other obligations of
Borrower hereunder to the Banks) shall be shared by the Banks pro rata,
provided that if any such non-pro rata payment is thereafter recovered
or otherwise set aside such purchase of participations shall be
rescinded (without interest).

Section 10.09. Governing Law; Jurisdiction and Venue.
-------------------------------------
This Agreement and the other Loan Documents shall be governed by, and
construed in accordance with, the laws of the State of Missouri. The
Borrower hereby consents to the jurisdiction of the Circuit Court of the
County of St. Louis, Missouri, and the United States District Court for
the Eastern District of Missouri, as well as to the jurisdiction of all
courts from which an appeal may be taken from any such courts, for the
purpose of any suit, action or other proceeding arising out of any of
its obligations arising hereunder or with respect to the transactions
contemplated hereby, and expressly waives any and all objections it may
have as to venue in any such courts and agrees that any proceeding
initiated in another court which relates to such matters may be, at the
option of the Agent, transferred to any of such courts.

Section 10.10. Severability of Provisions. Any
--------------------------
provision of any Loan Document which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions of such Loan Document or affecting the validity or
enforceability of such provision in any other jurisdiction.

Section 10.11. Counterparts. This Agreement may be
------------
executed in any number of counterparts and by different parties to this
Agreement in separate counterparts, each which when so executed shall be
deemed to be an original and all of which taken together shall
constitute one and the same agreement.

Section 10.12. Headings. Article and Section headings
--------
in the Loan Documents are included in such Loan Documents for the
convenience of reference only and shall not constitute a part of the
applicable Loan Documents for any other purpose.

Section 10.13. Oral Agreements. Oral agreements or
---------------
commitments to loan money, extend credit or to forbear from enforcing
repayment of a debt including promises to extend or renew such debt are
not enforceable. To protect you (Borrower) and us (creditors) from
misunderstanding or disappointment, any

agreements we reach covering such matters are contained in this writing,
which is the complete and exclusive statement of the agreement between
us, except as we may later agree in writing to modify it.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first above written.

FIRST BANKS, INC.

By: /s/ Xxxxx X. Xxxxxxxxxx
---------------------------------------
Xxxxx X. Xxxxxxxxxx
Executive Vice President and
Chief Financial Officer

FIRSTAR BANK, N.A., as Agent and as a Bank

By /s/ Xxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President

AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO

By /s/ Xxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: First Vice President

XXXXXX TRUST AND SAVINGS BANK

By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President

XXXXX FARGO BANK
MINNESOTA, N.A.

By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President

THE FROST NATIONAL BANK

By: /s/ Xxxxx X. Xxxxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Senior Vice President

UNION BANK OF CALIFORNIA, N. A.

By: /s/ X.X. Xxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: V.P.

LASALLE BANK NATIONAL ASSOCIATION

By: /s/ Xxxx X. Xxxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxxx
Title: First Vice President

EXHIBIT A

REVOLVING LOAN COMMITMENT AMOUNTS

Bank Amount of Commitment

Firstar Bank, N.A. $33,500,000

American National Bank and
Trust Company of Chicago $22,500,000

Xxxxxx Trust and Savings Bank $16,500,000

Xxxxx Fargo Bank Minnesota, N.A. $16,500,000

The Frost National Bank $11,000,000

Union Bank of California, N. A. $10,000,000

LaSalle Bank National Association $10,000,000
-----------

$120,000,000
============

EXHIBIT B

REVOLVING CREDIT NOTE

$____________ St. Louis, Missouri
_____________, 200_

FOR VALUE RECEIVED, the undersigned, First Banks, Inc.., a
Missouri corporation ("Borrower"), promises to pay to the order of
_____________ ("Payee") at the offices of the Agent at 000 Xxxxxx
Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, the principal sum of _______________
($________________) or such lesser amount as may be outstanding
hereunder.

The Borrower promises to pay interest from the date hereof
on the unpaid principal balance outstanding from time to time prior to
maturity at the rates and at the time or times which shall be determined
in accordance with the provisions of that certain Second Amended and
Restated Secured Credit Agreement of even date herewith, by and between
the Borrower, the Payee and other banks (the "Credit Agreement").

The entire unpaid principal balance hereunder and all
accrued and unpaid interest hereon shall be due and payable on
August 23, 2001. Interest shall be calculated on the basis of the
actual number of days elapsed over a year of 360 days.

If any payment due on this Note is payable on a day which is
not a Business Day (as defined in the Credit Agreement), then such
payment will be made on the next Business Day, the amount of such
payment, in such case, to include all interest accrued to the date of
actual payment.

This Note is one of the "Revolving Notes" referred to in the
Credit Agreement, is secured as provided therein, and is entitled to all
of the benefits thereof. In accordance with the terms of the Credit
Agreement, the Agent (as defined thereunder) may declare the unpaid
balance of the principal and accrued interest to be immediately due and
payable upon the occurrence of an Event of Default as defined in the
Credit Agreement, whereupon the unpaid principal and accrued interest
then owing hereon shall be and become immediately due and payable, and
interest shall accrue interest at a rate per annum equal to four percent
(4%) in excess of the then otherwise applicable rate of interest as
determined in accordance with Sections 2.03 and 2.04 of the Credit
------------- ----
Agreement.

If this Note shall not be paid at maturity, whether upon the
exercise of acceleration or otherwise, and shall be placed in the hands
of an attorney for collection or in connection with insolvency or
bankruptcy proceedings, the Borrower hereby promises to pay the
reasonable fees and expenses of such attorney in addition to the full
amount due hereon, whether or not litigation shall be commenced.

Demand for payment, protest and notice of dishonor are
hereby waived by all who are or shall become parties to this instrument.

FIRST BANKS, INC.

By:
--------------------------------
Xxxxx X. Xxxxxxxxxx
Executive Vice President and
Chief Financial Officer

EXHIBIT C

REVOLVING LOAN NOTICE OF BORROWING

TO: Firstar Bank, N.A., as Agent

FROM: First Banks, Inc.

DATE: _____________,

This Revolving Loan Notice of Borrowing is being submitted
pursuant to the terms of the Second Amended and Restated Secured Credit
Agreement dated as of August 24, 2000 ("Credit Agreement"), as the same
may be thereafter amended from time to time, among First Banks, Inc. and
the banks named therein (for whom Firstar Bank, N.A., successor by
merger to Firstar Bank Missouri, N.A., formerly known as Mercantile Bank
National Association) is acting as Agent).

(1) The Business Day of the proposed principal
advance under the Credit Agreement is:

(2) The principal advance under the Credit Agreement will be a
Revolving Loan that accrues interest [at the Prime Rate] [based on
the Eurodollar Rate] as provided in the Credit Agreement.

(3) The Interest Period for the Eurodollar Rate Loan requested
hereunder (or the new Interest Period for an expiring Interest
Period) is ____ months.

(4) The current aggregate outstanding balance of the Revolving Loans
as of the date hereof is: $

(5) The principal advance being requested is (must be at least the
unused portion of the Revolving Loan Commitment of $120,000,000 or
$1,000,000, whichever is less): $

(6) The use of the proceeds for the Loan requested hereby will be
for ___________________

(7) Unused portion of the Revolving Loan Commitment
upon advance of funds requested by this Notice
($120,000,000 - #4 - #5): $

FIRST BANKS, INC.

By:
----------------------------------
Name:
---------------------------
Title:
--------------------------

EXHIBIT D

AMENDED AND RESTATED PLEDGE AGREEMENT
-------------------------------------

In consideration of and as collateral security for the
payment of any and all present and future indebtedness, obligations and
liabilities of FIRST BANKS, INC., a Missouri corporation ("PLEDGOR")
under or pursuant to that certain Secured Credit Agreement dated as of
August 26, 1998, amended and restated as of August 25, 1999, and further
amended and restated as of August 24, 2000 (together with any
extensions, renewals, amendments or modifications thereof, the "Credit
Agreement") among Pledgor and FIRSTAR BANK, N.A., successor by merger to
Firstar Bank Missouri, N.A., formerly known as Mercantile Bank National
Association ("FIRSTAR"), AMERICAN NATIONAL BANK AND TRUST COMPANY OF
CHICAGO, XXXXXX TRUST AND SAVINGS BANK, XXXXX FARGO BANK MINNESOTA,
N.A., THE FROST NATIONAL BANK, UNION BANK OF CALIFORNIA, N.A., and
LASALLE BANK NATIONAL ASSOCIATION (collectively the "BANKS") and the
other "LOAN DOCUMENTS" referred to therein (all such indebtedness,
obligations and liabilities, whether direct or indirect, liquidated or
unliquidated, absolute or contingent, now existing or hereafter arising,
individual, joint, or joint and several being collectively referred to
herein as the "LIABILITIES"), Pledgor hereby pledges to Firstar as agent
for and for the ratable benefit of the Banks (as agent for the Banks,
Firstar is referred to hereinafter as "PLEDGEE") and grants the Pledgee
a continuing security interest in the capital stock of certain
Subsidiaries of Pledgor, as described on Exhibit A attached hereto and
---------
incorporated herein (together with any additional stock described in
Section 4 hereof, collectively, the "STOCK"), together with all
---------
substitutions therefor and dividends (as limited herein), new shares or
warrants, liquidating distributions and other rights, and proceeds or
distributions of any nature associated therewith, all of which Pledgor
hereby represents and warrants that it owns (or, for purposes of
Section 4, will own) free of liens or claims of any kind, with fully
---------
marketable title thereto, and has (or will have) the right to so pledge.

Pledgor agrees that said Stock, together with the proceeds
thereof (hereinafter collectively called the "COLLATERAL," such term as
used herein including any underlying security for any note or other
evidence of a monetary obligation pledged hereunder) shall constitute
security for any and all of the Liabilities and may be held, in
accordance with the terms and provisions of this Agreement, for the
payment thereof for such periods and applied thereto at such times and
in such order as the Pledgee from time to time may deem appropriate,
whether or not the Liabilities for which the same are held or applied
are in existence at the time of delivery of this Agreement or the
Collateral and whether or not such Liabilities are contingent,
unliquidated or unmatured.

Pledgor further agrees that:

1. Pledgor will keep the Collateral free from all other
security interests, liens or encumbrances except those security
interests, liens or encumbrances now or hereafter granted to the
Pledgee. Pledgor will procure, execute, endorse and deliver all
documents which the Pledgee may reasonably require to protect, enforce
or otherwise effectuate the Pledgee's rights in the Collateral and
Pledgor hereby grants to the Pledgee an irrevocable power of attorney,
with

full power of substitution, to so act in Pledgor's name if Pledgor fails
to do so.

2. The Pledgee may collect the Collateral or any part
thereof at any time except with respect to dividends, which shall be
collected by Pledgee only in accordance with Paragraph 3 hereof. For
such purpose the Pledgee (after the occurrence of an Event of Default
under the Credit Agreement that is continuing) may take, in its own name
or in the name of Pledgor, any action which Pledgor might take including
suit against any obligor on any note or other monetary obligation
constituting part of the Collateral and collection of or foreclosure
upon any underlying security, and such action may be taken without first
foreclosing under this Agreement on the obligations secured by such
underlying security. The Pledgee shall have no obligation, however, to
pursue or preserve remedies against any party primarily or secondarily
liable as an obligor on the Collateral or otherwise to take action which
Pledgor might have taken as regards the Collateral or any underlying
security therefor.

3. Pledgee shall have the continuing right to retain all
or any part of the Collateral so long as any Liability remains in
existence (or the Banks shall have any Commitment under the Credit
Agreement), even though the same may be unliquidated, unmatured or
contingent. Upon maturity of any of the Liabilities or the occurrence
of an Event of Default under the Credit Agreement or hereunder, the
Pledgee may cause any of the Collateral to be transferred to its own
name or to the name of its nominee (and this shall be full authority to
any transfer agent, registrar or the like to make such transfer). No
such action shall be deemed a retention of the Collateral in
satisfaction of any Liability unless written notice so stating shall be
given to the Pledgor. The Pledgee shall have the sole right to
determine whether any call or option to surrender, exchange, redeem,
convert or otherwise change or alter the form of the Collateral shall be
exercised if the interest of Pledgee is or may be affected thereby. The
Pledgee shall be under no obligation to initiate any such action unless
requested in writing by the Pledgor. All dividends, new shares or
warrants, liquidating distributions and other rights, proceeds and
payments or distributions of any nature received by Pledgor in respect
of the Collateral will be delivered to the Pledgee in kind and the
Pledgee may take such action as is necessary to assure its direct
receipt thereof, provided however that, prior to the occurrence of an
Event of Default under the Credit Agreement or hereunder, Pledgor shall
be permitted to retain permitted ordinary dividends and interest paid in
cash and shall retain the right to vote with respect to the Collateral.

4. In the event that Pledgor, after the date hereof,
acquires all or any portion of the stock of any bank, bank holding
company, thrift institution or savings holding company (i) with the
proceeds of a Loan under the Credit Agreement or (ii) which is or by
virtue of such acquisition becomes a Subsidiary as defined in the Credit
Agreement (other than as may be acquired by First Banks America, Inc.),
Pledgor promptly shall (A) grant to Pledgee a security interest in such
stock as additional security for the Liabilities, (B) deliver to Pledgee
the certificates representing such stock, along with fully-executed
stock powers therefor, and (C) take such other action and execute and
deliver such other documents to Pledgee as Pledgee reasonably may
require in connection therewith.

5. The following severally shall be considered events of
default for purposes of this Agreement: (a) if any representation,
warranty or statement of fact made by Pledgor

hereunder shall prove to be false or misleading in any material respect,
and such default remains unremedied for thirty (30) consecutive calendar
days after notice thereof shall have been given to Pledgor by the
Pledgee, (b) an Event of Default occurs under the Credit Agreement, or
(c) seizure of any of the Collateral or sale or encumbrance thereof or
the failure to pay any tax thereon when due (except any tax contested in
good faith for which reserves for payment reasonably satisfactory to
Pledgee have been provided by the Pledgor).

6. Upon maturity of any of the Liabilities (by
acceleration or otherwise) or the occurrence of an event of default
hereunder, the Pledgee may resort to the Collateral at such times and in
such order as it elects and may apply the Collateral to the Liabilities
in like manner and without regard to whether application is made to an
obligation of the owner of the Collateral so applied. If any of the
Collateral is owned by someone other than Pledgor, the Pledgee may elect
to apply such Collateral in any proportion to obligations of the owner
or owners to the Pledgee without regard to the Liabilities. In
addition, the Pledgee shall have all rights of a secured party under the
Missouri Uniform Commercial Code and shall apply the proceeds of
collection, disposition or other realization on the Collateral to
reasonable attorneys' fees and legal expenses incurred by the Pledgee in
connection therewith and in the collection of any Liabilities and
representation of the Pledgee in proceedings of any nature under the
Bankruptcy Code, and thereafter as required by law. If notice of
intended disposition is required by law, such notice, if mailed, shall
be deemed reasonably and properly given if mailed to the address of
Pledgor appearing on the records of the Pledgee at least five (5)
Business Days (as defined in the Credit Agreement) before the time of
such disposition. The Pledgee shall have the right to proceed against
the Collateral or not as the Pledgee may deem proper or as directed by
the Majority (as defined in the Credit Agreement), and the Pledgee shall
have the right to collect dividends, interest and such like profits from
the Collateral whether or not it proceeds against the Collateral. If,
in the opinion of the Pledgee, any Collateral cannot be disposed of in a
commercially reasonable manner without registration under applicable
securities laws, Pledgor will take or cause to be taken such action as
is necessary to effect proper registration. If Pledgor shall refuse to
take such action, the Pledgee at its election, but without any
obligation to do so, may take such action as it deems warranted to
attempt to effect compliance with any applicable law. Any cost, fee or
expense incurred by the Pledgee in connection with such efforts or in
enforcing Pledgor's covenants hereunder will be considered a cost
incurred in disposition of the Collateral.

7. The Pledgee's rights hereunder shall continue
unimpaired notwithstanding foreclosure or other disposition of any part
of the Collateral, the availability of additional Collateral, any
release of or substitution for any of the Collateral, any act or
omission impairing the Pledgee's lien on the Collateral or the lien of
any underlying security constituting part of the Collateral, including
failure to perfect the same, any extension (including extension of time
for payment), renewal, substitution, alteration, compromise, settlement,
surrender, release or other such agreement or action modifying or
varying the terms of or otherwise affecting any of the Liabilities or
any part of the Collateral, including any act or omission releasing any
party primarily or secondarily liable on the Collateral or on any
Liability. No failure by Pledgee to exercise or delay in exercising any
of its rights hereunder shall constitute a waiver thereof and no single
or partial exercise of any right shall preclude the further exercise
thereof or the exercise of

any other right. All rights of the Pledgee hereunder or under any
instrument or other agreement binding on Pledgor are cumulative and not
in substitution of any other rights at law or equity with respect to the
Collateral or the collection of the Liabilities. All such rights may be
exercised from time to time. Pledgor hereby waives notice of any and
all actions, forbearances and omissions of any rights contemplated by
this paragraph and consents to be bound thereby as effectively as if
Pledgor had agreed thereto in advance. Upon the termination of the
Credit Agreement and the liquidation and payment of the liabilities in
full, this Agreement shall terminate and the Collateral will be returned
forthwith to the Pledgor.

8. The Pledgee shall have no obligation to act in
accordance with any communication by Pledgor or any other party
obligated on the Liabilities or interested in the Collateral, as
endorser, guarantor, surety or otherwise, concerning the liquidation of
all or any part of the Collateral if it shall be the opinion of the
Pledgee in the exercise of its reasonable judgment that the value of the
Collateral upon liquidation may be insufficient to discharge the
Liabilities in full. The Pledgee shall in no event be bound by or
obligated to act upon any such communication unless the same shall be in
writing and shall include explicit instructions as to the disposition
requested.

9. Any notice required or permitted hereunder shall be
deemed given if sent in the manner and at the addresses as provided in
the Credit Agreement.

10. To the extent required by law for purposes of
providing qualifying shares of stock to members of the board of
directors of the bank institutions owned by Pledgor, Pledgee agrees to
release such number of qualifying shares from the lien of this
Agreement. To effect such release, Pledgee will deliver the certificate
for the shares of stock of the subject banking institution to the
Pledgor on a trust receipt basis and with the obligation of Pledgor to
return the reissued certificate to Pledgee within forty-eight (48) hours
of the delivery to Pledgor. At the request of Pledgee, Pledgor agrees
to cause such members of the board of directors to pledge such
qualifying shares to Pledgee for the benefit of the Banks as additional
collateral for the Liabilities. Any such qualifying shares shall, upon
issuance, contain an appropriate legend describing the restrictions and
covenants set forth in this Agreement.

11. This agreement shall be construed in accordance with
and governed by Missouri law.

12. Pledgor warrants and represents to Pledgee that the
shares of stock of each institution as listed on Exhibit A on the date
---------
hereof represent all of the outstanding shares of stock of each
respective institution (except for directors' qualifying shares and
except with respect to First Banks America, Inc.). Pledgor represents
and warrants that the shares of stock of First Banks America, Inc. as
listed on Exhibit A on the date hereof represent approximately [47.8%]
---------
of the outstanding common stock and all of the outstanding shares of
Class B common stock issued by such institution and such shares have
ordinary voting power to elect a majority of the board of directors of
First Banks America, Inc.

13. Pledgor has heretofore entered into a Pledge Agreement dated as
of August 26, 1998 (the "ORIGINAL PLEDGE AGREEMENT"). Upon the execution
and delivery of this Agreement by Borrower the Original Pledge Agreement
shall be amended and restated in its entirety by this Agreement
effective as of the date hereof, with all rights, obligations and
security interests created under or granted pursuant to the Original
Pledge Agreement continuing from the date thereof.

Dated at St. Louis, Missouri, as of this 24th day of August, 2000.

FIRST BANKS, INC.

By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------

PLEDGE AGREEMENT EXHIBIT A

LIST OF COLLATERAL

10,000 shares of the common stock of First Bank

2,210,581 shares of the Common Stock of First Banks America, Inc.

2,500,000 shares of the Class B Common Stock of First Banks America, Inc.

4,725,396 shares of the common stock of First Bank & Trust

1,000 shares of the common stock of First Capital Group, Inc.

EXHIBIT E

CERTIFICATE OF COMPLIANCE
-------------------------

THIS CERTIFICATE OF COMPLIANCE IS BEING SUBMITTED ON THIS ____ DAY
OF ____________, 200__ FOR THE QUARTER ENDING ON THE _____ DAY OF
___________ 200__, PURSUANT TO THE TERMS OF THE SECOND AMENDED AND
RESTATED SECURED CREDIT AGREEMENT DATED AS OF AUGUST 24, 2000 ("CREDIT
AGREEMENT"), AS THE SAME MAY BE THEREAFTER AMENDED FROM TIME TO TIME,
AMONG FIRSTAR BANK, N.A. ("FIRSTAR") AND THE BANKS NAMED THEREIN (FOR
WHOM FIRSTAR IS ACTING AS AGENT).

THE UNDERSIGNED OFFICERS OF FIRST BANKS, INC. JOINTLY AND
SEVERALLY CERTIFY TO THE BANKS THAT AS OF THE DATE HEREOF:

A. The representations and warranties contained in Article IV
of the Credit Agreement are correct as of the date hereof;

B. No Default or Event of Default has occurred and is
continuing, [or would result upon the making of the Loan
requested by the accompanying Revolving Loan Notice of
Borrowing];

C. Attached is an accurate listing of the current Affiliates of
First Banks, Inc.;

D. The compliance with the covenants contained in Article VII
of the Credit Agreement is supported by the following:

7.01. Tier I Leverage Ratio
---------------------

(1) (2) Minimum
Tier I Total Ratio of Ratio
Capital Assets (1) to (2) Permitted
------- ------ ---------- ---------

First Banks, Inc. (consolidated) % 5.0%
------ ------ ------- ----

7.02. Tier I Leverage Ratio of Subsidiaries
-------------------------------------

(1) (2) Minimum
Tier I Total Ratio of Ratio
Subsidiary Capital Assets (1) to (2) Permitted
---------- ------- ------ ---------- ---------

First Bank % 5.0%
------ ------ ------- ----
First Bank of California % 5.0%
------ ------ ------- ----
First Bank Texas N.A. % 5.0%
------ ------ ------- ----
Redwood Bank % 5.0%
------ ------ ------- ----
First Bank & Trust % 5.0%
------ ------ ------- ----

7.03. Tier I Risk Based Capital Ratio
-------------------------------

(2)
Weighted-
Risk
Assets and
Off-
(1) Balance Ratio Minimum
Tier I Sheet of (1) Ratio
Capital Items to (2) Permitted
------- ----- ------ ---------

First Bank % 6.0%
------ ------ ------- ----
First Bank of California % 6.0%
------ ------ ------- ----
First Bank Texas N.A. % 6.0%
------ ------ ------- ----
Redwood Bank % 6.0%
------ ------ ------- ----
First Bank & Trust % 6.0%
------ ------ ------- ----

7.04. Total Risk Based Capital Ratio
------------------------------

(2)
Weighted-
Risk
Assets and
Off-
(1) Balance Ratio Minimum
Total Sheet of (1) Ratio
Capital Items to (2) Permitted
------- ----- ------ ---------

First Bank % 10.0%
------ ------ ------- -----
First Bank of California % 10.0%
------ ------ ------- -----
First Bank Texas N.A. % 10.0%
------ ------ ------- -----
Redwood Bank % 10.0%
------ ------ ------- -----
First Bank & Trust % 10.0%
------ ------ ------- -----

7.05 Loan Loss Reserve
-----------------

(1)
Loan (2) Ratio Minimum
Loss Total of (1) Ratio
Reserve Loans to (2) Permitted
------- ----- ------ ---------

First Banks, Inc. (consolidated) % 1.25%
------- ----- ----- -----

7.06 Net Income to Average Total Assets
-----------------------------------

Average Minimum
Net Income less extraordinary and/or Total Ratio of Ratio
nonrecurring items for the quarter ended: Assets (2) (1) to (2) Permitted
----------------------------------------- ---------- ---------- ----------

First Banks, Inc. (consolidated)
$
------------------ ------

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

------------------ ------
Total Net Income $ (1) % 0.70%
------ ---------- ------- -----

First Bank and First Bank & Trust (combined)
$
------------------ ------

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

------------------ ------
Total Net Income $ (1) % 0.70%
------ ---------- ------- -----

7.07 Non-Performing Assets
---------------------

(1)
Non- (2) Ratio Maximum
Performing Primary of (1) Ratio
Assets Capital to (2) Permitted
------ ------- ------ ---------

First Banks, Inc. (consolidated) % 25%
------ ------ ------ ------

E. Performance Ratio
-----------------

First Banks, Inc. (consolidated)
Net Income less extraordinary and/or (2) Ratio of Applicable
nonrecurring items for the quarter ended: Funded Debt (2) to (1) Margin
----------------------------------------- ----------- ---------- ----------

$
------------ ------------

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

------------ ------------
Total Net Income (1) % bp
------------ ------------ ------- --------

F. The use of proceeds of the requested Loan will be as
indicated in the accompanying Revolving Loan Notice
of Borrowing.

Signed as of the day and year first above written.

FIRST BANKS, INC.
(at least two signatures required)

By: _________________________________________
Chief Executive Officer

By: _________________________________________
Chief Financial Officer

By: _________________________________________
Vice President - Chief Accounting Officer

By: _________________________________________
Chief Credit Officer

By: __________________________________________
Chief Operating Officer

EXHIBIT F

FORM OF BORROWER'S COUNSEL OPINION

August 24, 2000

Firstar Bank, N.A. American National Bank & Trust
000 Xxxxxx Xxxxxx Company of Chicago
Xx. Xxxxx, Xxxxxxxx 00000 000 Xxxxx XxXxxxx Xxxxxx
Mail Code IL1-1110
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxx

Xxxxxx Trust and Savings Bank Xxxxx Fargo Bank Minnesota, N.A.
000 Xxxx Xxxxxx 000 Xxxx Xxxxxxxxx Xxxxxx
P. O Box 755 Milwaukee, WI 53202-4101
Xxxxxxx, Xxxxxxxx 00000

The Frost National Bank Union Bank of California, N. A.
525 Xxxxx Tower 000 Xxxxx Xxxxxxxx Xxxxxx, 00xx Floor
0000 Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Xxxxxx, Xxxxx 00000

LaSalle Bank National Association
000 Xxxxx Xxxxxxxx
Xxxxx 0000
Xx. Xxxxx, Xxxxxxxx 00000

Re: Firstar Bank, N.A., - $120,000,000 Secured Revolving
----------------------------------------------------
Credit Facility for First Banks, Inc.
-------------------------------------

Ladies and Gentlemen:

We have acted as counsel for First Banks, Inc., a Missouri
corporation, (the "Borrower") in connection with their negotiation and
execution of the Loan Documents as defined herein for the limited
purpose of providing this opinion. This opinion is being furnished to
you as required by Section 3.01(6) of the Second Amended and Restated
Secured Credit Agreement executed on this date by the Borrower and
Firstar Bank, N.A., successor by merger to Firstar Bank Missouri, N.A.
formerly known as Mercantile Bank National Association ("Firstar"),
American National Bank and Trust Company of Chicago, Xxxxxx Trust and
Savings Bank, Xxxxx Fargo Bank Minnesota, N.A., The Frost National Bank,
Union Bank of California, N.A. and LaSalle Bank National Association
(collectively, the "Banks") and Firstar as "Agent" for the Banks.
Capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in that certain Second Amended and Restated Secured
Credit Agreement dated as of August 24, 2000 among the Borrower and the
Banks (the "Credit Agreement").

In connection with the preparation of this opinion, we have
reviewed the following instruments and documents executed by the
respective parties thereto (the "Loan Documents"):

1. Each of the Notes, dated August 24, 2000, in the
aggregate maximum principal face amount of $120,000,000
executed by the Borrower as maker and payable to the
order of the respective Banks as set forth in Section 2.05
of the Credit Agreement;

2. The Second Amended and Restated Secured Credit Agreement;

3. Second Amended and Restated Pledge Agreement dated
August 24, 2000 executed by the Borrower, as Pledgor, to
the Agent, as Pledgee (the "Borrower Pledge Agreement");

4. The certificates representing the shares of capital stock
of the Pledged Subsidiaries that are pledged under the
Borrower Pledge Agreement; and

5. Irrevocable Stock Powers executed by Borrower.

In our capacity as counsel for the Borrower, we have
examined originals or copies of such other documents, records and other
instruments as we have deemed necessary or appropriate to render this
opinion, including, without limitation, the following:

A. Articles of Incorporation and Bylaws of the Borrower; and

B. Resolutions adopted by the Boards of Directors of the
Borrower.

For purposes of this opinion, we have assumed that (1) all
documents submitted to us are authentic, (2) all documents submitted to
us as certified or photostatic copies conform to the originals, (3) all
signatures on documents are genuine, (4) all natural persons whose
signatures appear on documents had legal capacity, (5) all certificates
from public officials are accurate as of the date of this letter, (6)
all records of the Borrower made available to us are accurate and
complete, (7) the Agent and the Banks have the power and authority to
execute, deliver, and perform all agreements and documents executed by
them, (8) the Agent and the Banks have duly and validly executed and
delivered such agreements and documents, and (9) such agreements and
documents are legally valid, binding and enforceable against the Agent
and the Banks.

In those instances in which our opinion is rendered "to our
knowledge," it means that we have relied on the representations by the
Borrower in the Loan Documents to establish facts relevant to our
opinion and that during the course of our representation no information
has come to the attention of those attorneys within our firm who have
performed legal services in connection with the representation described
in this letter that would give us actual knowledge of

the inaccuracy of such representations. We have not conducted an
independent investigation to determine the accuracy of any
representation made by the Borrower or any assumption that we have made
herein, and no inference as to our knowledge should be drawn from our
representation of the Borrower as described in this letter.

Based upon the foregoing, and subject to the qualifications
set forth herein, our opinion is that:

1. The Borrower is a duly organized and validly existing
corporation in good standing under the laws of the
State of Missouri and has the corporate power and
authority to execute, deliver and perform the Loan
Documents and to own its properties and carry on its
business as now being conducted, and is a duly
registered bank holding company in good standing under
the Bank Holding Company Act of 1956, as amended.

2. The Loan Documents executed by the Borrower have been
duly authorized, executed and delivered by the
Borrower and constitute the legal, valid and binding
obligations of the Borrower enforceable in accordance
with their respective terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors'
rights generally, and subject to general principles of
equity (including the exercise of judicial discretion
in accordance with such principles), regardless of
whether such enforceability is considered in a
proceeding at law or in equity.

3. No consent or approval of or registration with any
federal, state or local government or regulatory
authority is required in connection with the execution
and delivery of the Loan Documents by the Borrower or
the making of any of the Loans thereunder. Neither
(i) the execution and delivery by the Borrower of the
Loan Documents, (ii) consummation of the transactions
contemplated thereby, nor (iii) compliance by the
Borrower with any of the provisions thereof will
conflict with or result in a violation or breach of,
or constitute a default under, (a) the Borrower's
Articles of Incorporation or Bylaws, or (b) to our
knowledge, any rule, regulation, order, writ, judgment
or decree of any court or government agency or
instrumentality or any agreement or instrument to
which the Borrower is a party or with respect to which
the Borrower is bound and which is reasonably likely
to have a material adverse effect on the Borrower's
ability to perform its obligations under the Loan
Documents.

4. To our knowledge, there are no actions, suits or
proceedings pending or threatened that affect the
Borrower, before or by any federal, state, local or
other governmental department, commission, board,
bureau, agency or authority which, if determined
adversely to the Borrower, would materially and
adversely affect the Borrower's ability to perform
under the Loan Documents.

5. Assuming that the shares of stock described in the
Borrower Pledge Agreement have been delivered to the
agent in the State of Missouri together with an
executed stock power for each certificate therefor,
the Agent, for the benefit of the Banks, has a
perfected security interest in such stock.

The opinions expressed herein are limited to the applicable
laws of the United States and the State of Missouri and no opinion is
expressed with respect to the laws of any other jurisdiction or state or
the effect of any such laws on the matters dealt with herein. Anything
herein to the contrary notwithstanding, we express no opinion on matters
governed by federal, state and local laws, rules, regulations,
ordinances or restrictive covenants relating to: (1) occupational
health and safety, environmental siting, impact and discharge, or
storage and discharge of flammable or hazardous materials or solid or
toxic waste; (2) rights to set off or off set; (3) the effect of
provisions agreeing to the jurisdiction of a court (or waiving
objections to jurisdiction) or agreeing to venue (or waiving objections
to venue); (4) the legality or enforceability of exculpation clauses;
(5) the enforceability of any choice-of-law clause or provision
requiring the application of the laws of a particular jurisdiction;
(6) any federal or state tax consequences arising in connection with any
of the transactions contemplated by the Loan Documents; (7) patent,
copyright, service xxxx, trade name or trademark rights; or (8)
antitrust matters.

This opinion is provided solely for the purpose of complying
with the requirements of the Loan Documents and, without our prior
written consent, may not be relied upon by anyone other than the Banks
and their respective successors and assigns. Our opinion is based upon
the facts and the law as existing and in effect on the date hereof, and
we assume no obligation to revise, supplement or update this opinion in
any respect at any time subsequent to the date hereof.

Very truly yours,

Xxxxx, Rice & Fingersh

EXHIBIT G

PLEDGED SUBSIDIARIES

First Bank

First Banks America, Inc.

First Bank & Trust

First Capital Group, Inc.

EXHIBIT H

LIST OF AFFILIATES

Hermannhof, Inc.

Tidal Insurance Limited

First Securities America, Inc.

First Services, L.P.

Southside Bancshares, Inc.

Investors of America, Limited Partnership

First Brokerage, Inc.

First Associate Title, Inc.

First Brokerage America LLC

First Title Guaranty LLC

First Banc Mortgage LLC

EXHIBIT I

IDENTIFICATION
OF
FINANCIAL STATEMENTS

(1) Audited consolidated financial statements for First Banks, Inc.
and subsidiaries for the fiscal years ending December 1998 and
1999.

(2) Audited consolidated financial statements for First Banks America,
Inc. and subsidiaries for the fiscal years ending December 1998
and 1999.

(3) Unaudited consolidated financial statements for First Banks, Inc.
and subsidiaries, both prepared by Borrower, for the period ending
June 30, 2000.

(4) Unaudited consolidated financial statements for First Banks
America, Inc. and subsidiaries, both prepared by Borrower, for the
period ending June 30, 2000.

EXHIBIT J

OWNERSHIP OF SUBSIDIARIES

First Bank & Trust
4,725,396 Shares Owned/Controlled by First Banks, Inc. (100%)

First Capital Group, Inc.
1,000 Shares Owned/Controlled by First Banks, Inc. (100%)

First Bank
10,000 Shares Owned/Controlled By First Banks, Inc. (100%)

First Land Trustee Corporation
50 Common Shares Owned/Controlled by First Bank (100%)

FB Commercial Finance, Inc.
100 Common Shares. Owned/Controlled by First Bank (100%)

First Banc Mortgage, Inc.
1,000 Common Shares Owned/Controlled by First Bank (100%)

Star Lane Holdings Trust Statutory Trust
Owned/Controlled by First Bank (100%)

Star Lane Trust
Owned/Controlled by Star Lane Holdings Trust Statutory Trust
(99.99%)

First Banks America, Inc.
2,210,581 Common Shares Owned/Controlled by First Banks, Inc. (39.56% of
total voting)
2,500,000 Class B Shares Owned/Controlled by First Banks, Inc. (44.74%
of total voting)

First Bank of California
1,000 Common Shares Owned/Controlled by First Banks America, Inc.
(100%)

BankTEXAS, N.A.
2,049,000 Common Shares Owned/Controlled by First Banks America,
Inc. (100%)

Redwood Bank
465,000 Shares Owned/Controlled by First Banks America, Inc.
(100%)

Eucalyptus Financial Corp.
1,000 Common Shares Owned/Controlled by First Banks America, Inc.
(100%)

EXHIBIT K

LIST OF ADDRESSES

If to the Borrower: First Banks, Inc.
00000 Xxxxx Xxxx.
Xxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxxxx
Chief Financial Officer

with a copy to (for notice requirements under Article VIII hereof only):

Xxxxx, Rice & Fingersh
000 Xxxxx Xxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxx, Esq.

If to Firstar Bank, N.A. 00 Xxxxxx Xxxxxx
Xx. Xxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx

If to American National Bank & 000 Xxxxx XxXxxxx Xxxxxx
Trust Company of Chicago: Mail Code IL1-1110
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxx

If to Xxxxxx Trust and Savings Bank: 000 Xxxx Xxxxxx
X. X Xxx 000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxxx

If to Xxxxx Fargo Bank 000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, N.A.: Xxxxxxxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxxxxx

If to The Frost National Bank: 525 Xxxxx Tower
0000 Xxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxxxxxx

EXHIBIT K

LIST OF ADDRESSES, Continued.

If to Union Bank of California, N.A.: 000 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Xxxxx X. Quick

If to LaSalle Bank National Association: 000 Xxxxx XxXxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxx

SCHEDULE 4.05

OTHER AGREEMENTS

NONE

SCHEDULE 4.06
LITIGATION

AMOUNT
CASE NAME CASE SUMMARY ASSESSMENT OF OUTCOME OF CLAIM
--------- ------------ --------------------- --------

Ashurst Ashurst is an international Ashurst now contends that $8,800,000
Technology company whose primary it did not authorize the plus
Corporation, business is the mining and wire transfers out of the punitive
Ltd. vs. First development of market Melrose Escrow account damages
Bank & Trust applications for scandium- and that the recipients
based metal alloys. In of the wire transfers
June 0000, Xxxxxxx have stolen the money.
transferred $5.0 million to Ashurst is seeking $5.0
a Citibank escrow account million in damages and
in New York owned by Don $3.8 million in
Secunda. Ashurst alleges settlement and has stated
that it intended to use the through counsel that it
money to invest in the intends to seek punitive
purchase of securities and damages. Attorneys
directed Secunda "to move believe case is
those funds into an escrow defensible and have filed
account at Republic a motion for summary
National Bank." Rather judgment, or in the
than deposit the funds as alternative, summary
instructed, Secunda wire adjudication on the
transferred the $5.0 theory that, as a matter
million to an account held of law, First Bank owed
by Melrose Escrow, Inc. at no duty to Ashurst, a
a branch of Republic Bank non-customer of the Bank.
located in Fullerton, To date, First Bank
California. At about the tendered defense of this
same time, Secunda entered lawsuit to its insurance
into an agreement with carrier who rejected
Suisse Private Trust coverage. First Bank may
granting Suisse power over challenge that decision.
the funds. Suisse
instructed Melrose Escrow
to wire the funds to
various individuals and
entities. Melrose directed
Republic to approve the
disbursements out of the
Melrose account.

U.S. Department Since 1996, the former In the course of Unspecified
of Justice majority owner of Lippo negotiating the
vs Bank and various entities acquisition of Xxxxx
Xxxxx X. Xxxxx with which he is Bank, FBA was informed
Lippo Group associated, including Lippo of the ongoing
(Indonesia), Bank, have been a subject investigations and their
First Bank of of federal investigations potential outcome, and
California, et involving alleged financial took steps to protect
al. improprieties with respect itself against financial
to federal election loss from this matter.
campaign laws. These These included
alleged improprieties establishment of an
relate to various accrual for anticipated
transactions occurring legal defense costs and
between 1988 and 1996, an escrow arrangement
particularly with respect pursuant to which Lippo
to the 1996 U.S. Bank's former majority
Presidential campaign. owner is required to
Lippo Bank, which has indemnify FBA for certain

AMOUNT
CASE NAME CASE SUMMARY ASSESSMENT OF OUTCOME OF CLAIM
--------- ------------ --------------------- --------

U.S. Department cooperated with authorities costs. FBA, with the
of Justice conducting the advice of legal counsel,
vs investigations, has been believes that if any
Xxxxx X. Xxxxx informed that in the event changes were to be
Lippo Group other persons or entities, instituted, the
(Indonesia), which are the principal resolution thereof would
First Bank of focus of the not have a material
California, et investigations, are charged adverse financial effect
al. (continued) in connection with these on FBA.
alleged improprieties, it
may also be charged in
either civil or criminal
proceedings. All of the
matters under investigation
occurred years before FBA's
acquisition of Lippo Bank
in February 2000.

Xxxxxxx vs. This is a malicious Xx. Xxxxx is of the $5,000,000
First Bank & prosecution action filed on opinion the lawsuit was (Stated In
Trust December 11, 1997 by Xxxxx designed solely to harass Suit)
Xxxxxxx, an attorney, the Bank and coerce the
against First Bank & Trust, Bank into settling the
its VP - Special Assets, judicial foreclosure
Xxxxxx Xxxxxxx, and its lawsuit with Xxxxx
attorney, Xxxxxx Xxxxxx Xxxxxxx whereby the Bank
Xxxxx. The suit is based would dismiss its claim
upon a lawsuit filed by against him for a
FB&T against Xxxxx Xxxxxxx deficiency judgment.
for judicial foreclosure.

On October 27, 1998, the
Superior Court granted
the motion of First Bank
& Trust, Housser and
Xxxxx for summary
judgment. Xxxxx Xxxxxxx
has filed a notice of
appeal. That appeal is
pending as of August 22,
2000

SCHEDULE 4.08

ERISA - PLAN TERMINATIONS

1. As of December 31, 1993 the First Banks, Inc. Money Purchase
Pension Plan was terminated and replaced effective April 1, 1994
with the First Banks, Inc. Section 401K Profit Sharing Plan.

2. Effective March 31, 1994, Heritage National Bank was merged into
First Bank (Creve Coeur, Missouri). Heritage National Bank
maintained an Employee Stock Ownership Plan which, incidental to
the First Banks/Heritage National Bank merger, has been
terminated.

3. The First Federal Savings Bank of Proviso Township was merged into
First Bank A Savings Bank effective January 13, 1994. First
Federal Savings Bank of Proviso Township maintained a defined
benefit plan which has been terminated.

4. First Banks, Inc., acquired a majority interest in BancTEXAS Group
Inc. effective August 31, 1994. BancTEXAS maintains two types of
retirement benefit plans, a defined benefit plan, which has been
frozen, and a Section 401K Profit Sharing Plan, which mirrors the
First Banks, Inc. Section 401K Profit Sharing Plan.

5. River Valley Holdings, Inc., was purchased by First Bank FSB
effective January 3, 1995. River Valley Holdings, Inc. maintained
a Section 401K Profit Sharing Plan which has been merged into the
First Banks, Inc. Section 401K Profit Sharing Plan effective July
1, 1995.

6. CCB Bancorp, Inc. was purchased by First Banks, Inc. effective
March 15, 1995. CCB Bancorp, Inc. maintained a Section 401K
Retirement Plan which has been merged into the First Banks, Inc.
Section 401K Profit Sharing Plan effective July 1, 1995.

7. La Cumbre Savings Bank was purchased by CCB Bancorp, Inc. (which
was purchased by First Banks, Inc. on March 15, 1995) effective
September 1, 1995. La Cumbre Savings Bank maintained a Section
401(k) Profit Sharing Plan which merged into the First Banks, Inc.
401(k) Profit Sharing Plan effective February 1996.

8. Queen City Bank was purchased by First Banks, Inc. effective July
21, 1995. Queen City Bank maintained a 401(k) Profit Sharing Plan
which merged into the First Banks, Inc. 401(k) Profit Sharing Plan
effective June 1996.

9. First Banks, Inc. acquired a majority interest in First Commercial
Bank effective August 23, 1995, First Commercial Bank maintains
two types of retirement benefit plans, a ESOP (Employee Stock
Ownership Plan) and a 401(k) Profit Sharing Plan, which now
mirrors the First Banks, Inc. 401(k) Profit Sharing Plan effective
July 1, 1996.

10. First Banks America, Inc. purchased Sunrise Bancorp, Inc. on
November 1, 1996. Sunrise Bank maintained a 401(k) Plan which
merged into the First Banks, Inc. 401(k) Profit Sharing Plan
effective January, 1997.

11. First Banks, Inc. purchased Surety Bank on December 1, 1997.
Surety Bank maintained a 401(k) Plan which merged into the First
Banks, Inc. 401(k) Profit Sharing Plan effective January, 1998.

12. First Banks America, Inc. purchased Pacific Bay Bank on February
2, 1998. Pacific Bay Bank maintained a 401(k) Plan which merged
into the First Banks, Inc. 401(k) Profit Sharing Plan effective
March, 1998.

13. First Banks, Inc. purchased Republic Bank on September 15, 1998.
Republic Bank maintained a 401(k) Plan which merged into the First
Banks, Inc. 401(k) Profit Sharing Plan effective October, 1998.

SCHEDULE 8.01(10)

REGULATORY ACTIONS

None.

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SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT ($120,000,000 Revolving Loan) dated as of August 24, 2000 among First Banks, Inc. and Firstar Bank, N.A., American National Bank and Trust Company of Chicago Harris Trust and Savings Bank Wells...

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