0000038723-10-000026 Sample Contracts

TRI-PARTY AGREEMENT
Tri-Party Agreement • March 30th, 2010 • 1st FRANKLIN FINANCIAL CORP • Personal credit institutions

This TRI-PARTY AGREEMENT (this “Instrument”), dated as of March 26, 2010, by and among 1ST FRANKLIN FINANCIAL CORPORATION, a Georgia corporation (the “Company”), SYNOVUS TRUST COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States of America (the “Resigning Trustee”) and U. S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America (the “Successor Trustee”).

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FOURTH MODIFICATION OF INDENTURE
Fourth Modification of Indenture • March 30th, 2010 • 1st FRANKLIN FINANCIAL CORP • Personal credit institutions

This Fourth Modification of Indenture (this “Agreement”), dated March 26, 2010, by and among U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America (the “Trustee”) and 1st Franklin Financial Corporation, a Georgia corporation (the “Company”);

THIRD MODIFICATION OF INDENTURE
Third Modification of Indenture • March 30th, 2010 • 1st FRANKLIN FINANCIAL CORP • Personal credit institutions

This Third Modification of Indenture, dated March 27, 2006, by and among Synovus Trust Company, N.A., a trust company organized under the laws of the state of Georgia (the “Trustee”), whose corporate trust offices are located in Columbus, Georgia; and 1st Franklin Financial Corporation, a Georgia corporation (the “Company”);

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