FIRST BANKS, INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>fbiamdrvcrnte.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                    EXHIBIT 10.1

                       FIRST AMENDED REVOLVING CREDIT NOTE
                       -----------------------------------

$30,000,000.00                                               St. Louis, Missouri
                                                                 August 11, 2008

     Introductory  Information:  This is the first  amendment  to the  Revolving
Credit Note dated May 15, 2008  executed by FIRST  BANKS,  INC.,  payable to the
order of INVESTORS OF AMERICA LIMITED  PARTNERSHIP (the "Original  Note"). As of
the date hereof,  the principal balance of the Original Note is  $30,000,000.00.
Capitalized terms used but not defined in this paragraph have the meanings given
to such terms in the Original Note. Lender made an initial advance in the amount
of $30,000,000.00 on May 15, 2008 (the "Initial  Advance").  Borrower and Lender
have  agreed  to amend  the  provisions  of the  Original  Note  with  regard to
Advances, and such amendments are incorporated into Section 2 hereof. This First
Amended  Revolving  Credit  Note is issued  pursuant  to, and is subject to, the
provisions  of the letter  agreement  dated May 14, 2008  executed by Lender and
Borrower.

     1.    FOR VALUE  RECEIVED,  the undersigned,  FIRST BANKS, INC., a Missouri
corporation  ("Borrower"),  hereby  promises to pay to the order of INVESTORS OF
               --------
AMERICA LIMITED PARTNERSHIP,  a Nevada limited partnership  ("Lender"),  on June
                                                              ------
30, 2009, or earlier if the principal  amount hereof is accelerated  pursuant to
Section 9 below (the  "Maturity  Date"),  the  principal  sum of Thirty  Million
                       --------------
Dollars  ($30,000,000)  or, if less, the amount of all unpaid advances (each, an
"Advance;" and  collectively,  "Advances") made by Lender to Borrower under this
 -------                        --------
Revolving Credit Note, as amended (this "Note").  The aggregate principal amount
                                         ----
of Advances which Lender shall be committed to have outstanding  under this Note
at any one time shall not exceed  Thirty  Million  Dollars ($30,000,000);  which
amount  may  be  borrowed,  paid,  reborrowed  and  repaid, in whole or in part,
subject to the terms and conditions of this Note referred to below.

     2.    Borrower shall give  Lender  oral or  written  notice (a  "Notice  of
                                                                      ----------
Borrowing")  by noon (St.  Louis time) on the  second Business Day prior to  the
---------
date of each  Advance to be made to Borrower,  specifying:  (a) the date of such
Advance,  which shall be a Business Day; and (b) the aggregate  principal amount
of such Advance. Without the prior written consent of Lender, Borrower shall not
submit a Notice of  Borrowing  requesting,  and Lender shall not be obligated to
make,  an Advance  subsequent  to the Initial  Advance in an amount  which would
cause the aggregate  principal amount  outstanding to exceed Ten Million Dollars
($10,000,000.00).  A Notice of  Borrowing  shall not be  revocable  by Borrower.
Subject to the terms and  conditions  of this  Note,  provided  that  Lender has
received the Notice of Borrowing,  Lender shall (unless Lender  determines  that
any applicable condition specified in this Note has not been satisfied) make the
applicable  Advance to Borrower not later than 2:30 p.m. (St. Louis time) on the
Business  Day  specified  in said  Notice of  Borrowing.  If Lender  makes a new
Advance under this Note on a day on which Borrower is required to or has elected
to repay  all or any part of an  outstanding  Advance,  Lender  shall  apply the
proceeds of its new Advance to make such  repayment  and only an amount equal to
the  difference  (if any) between the amount being borrowed and the amount being
repaid shall be made available by Lender to Borrower, or remitted by Borrower to
Lender, as the case may be.

     3.    Interest  on  each  Advance under this Note shall accrue at an annual
rate  equal to the LIBOR  Rate.  Interest  on each  Advance  hereunder  shall be
payable  monthly in arrears on the first (1st) day of each month  commencing  on
the  first  such date  after  such  Advance  is made and on the  Maturity  Date.
Lender's internal records of applicable interest rates shall be determinative in
the absence of manifest  error.  From and after the  Maturity  Date,  whether by
reason of  acceleration  or otherwise,  interest  shall accrue and be payable on
demand on the outstanding principal balance of this Note at an annual rate equal
to Five  Percent (5%) over and above the LIBOR Rate.  If Borrower  fails to make
any  payment of any  principal  of or  interest on this Note when the same shall
become  due  and  payable,  whether  by  reason  of  maturity,  acceleration  or
otherwise,  in addition to all of the other  rights and remedies of Lender under
this Note and/or at law or in equity,  Borrower  shall pay Lender on demand with
respect to each such late  payment a late fee in an amount equal to Five Percent
(5%) of the amount of each such late payment.  Interest shall be computed on the
basis of a year consisting of 360 days and paid for actual days elapsed.

     4.    Borrower  shall  make  each payment of principal of, and interest on,
this Note and all other  amounts  payable  under  this Note not later than 12:00
noon (St.  Louis  time) on the date when due,  in Federal  or other  immediately
available  funds to  Lender  at 600  James S.  McDonnell  Boulevard,  Hazelwood,
Missouri 63042, or such other address as Lender may from time to time specify in
writing.  Any such payment  received by Lender after 12:00 noon (St. Louis time)
shall be deemed to have been paid on the next succeeding  Business Day. Whenever
any payment of  principal  of, or  interest  on, this Note shall be due on a day
which is not a Business  Day, the date for payment  thereof shall be extended to
the next  succeeding  Business  Day. If the date for any payment of principal is
extended  by  operation  of law or  otherwise,  interest  thereon,  at the  then
applicable  rate,  shall be payable for such extended  time.  The  acceptance by
Lender of any payment of  principal  or  interest  due under this Note after the
date it is due shall not be held to  establish  a custom or waive any  rights of
Lender to enforce prompt payment of any further payments or otherwise.

     5.    Borrower  shall have the right to prepay all or any portion from time
to time of the  unpaid  principal  of this  Note  prior  to the  Maturity  Date,
provided that on each prepayment date, Borrower shall pay to the order of Lender
all accrued  and unpaid  interest  on the  principal  portion of this Note being
prepaid to and including the date of such prepayment.

     6.    Borrower hereby represents  and  warrants  to  Lender  that  (a)  the
execution,  delivery and performance by Borrower of this Note (i) have been duly
authorized  by all  necessary  corporate  action on the part of  Borrower,  (ii)
require no consent,  approval or authorization of, action by or in respect of or
filing or recording with any governmental or regulatory  body,  instrumentality,
authority,  agency or official or any other  person or entity,  and (iii) do not
conflict with, or result in a breach of the terms,  conditions or provisions of,
or constitute a default under or result in any violation of, Borrower's Articles
of Incorporation,  By-Laws, any applicable law, rule,  regulation,  order, writ,
judgment  or  decree  of  any  court  or   governmental   or  regulatory   body,
instrumentality,  authority,  agency or official or any  agreement,  document or
instrument  to which  Borrower  is a party or by  which  Borrower  or any of its
property  or  assets is bound or to which  Borrower  or any of its  property  or
assets is  subject,  (b) this  Note has been  duly  executed  and  delivered  by
Borrower and constitutes the legal, valid and binding obligation of Borrower and
is enforceable  against  Borrower in accordance  with its terms,  except as such
enforceability  may be  limited  by (i)  applicable  bankruptcy,  insolvency  or
similar laws affecting the enforcement of creditors'  rights  generally and (ii)
general  principles  of equity  (regardless  of whether such  enforceability  is
considered in a proceeding in equity or at law),  (c) no part of the proceeds of
this  Note will be used for  personal,  family or  household  purposes,  and (d)
Borrower is not engaged principally,  or as one of its important activities,  in
the  business  of  extending  credit for the purpose of  purchasing  or carrying
margin  stock  (within the meaning of  Regulation U of the Board of Governors of
the  Federal  Reserve  System,  as amended)  and no part of the  proceeds of any
Advance  under  this Note will be used,  whether  directly  or  indirectly,  and
whether immediately,  incidentally or ultimately (i) to purchase or carry margin
stock or to extend  credit to others for the purpose of  purchasing  or carrying
margin stock, or to refund or repay  indebtedness  originally  incurred for such
purpose  or (ii) for any  purpose  which  entails  a  violation  of, or which is
inconsistent  with,  the  provisions of any of the  Regulations  of the Board of
Governors  of  the  Federal  Reserve  System,  including,   without  limitation,
Regulations U, T and X thereof, as amended.

     7.    Borrower hereby covenants  and agrees to deliver to Lender as soon as
available,  and in any event within five (5) days after the filing of same, each
quarterly  Bank Holding  Company  Performance  Report filed by Borrower with the
Board of Directors of the Federal Reserve System.

     8.    This Note is described in and secured by the Stock  Pledge  Agreement
dated as of the date of the  Original  Note,  executed  by  Borrower in favor of
Lender,  as the same  may  from  time to time be  amended,  modified,  extended,
renewed or restated (the "Stock Pledge  Agreement"),  pursuant to which Borrower
                          -----------------------
shall  pledge  to  Lender as  security  for this  Note all of the  shares of the
outstanding common stock of The San Francisco  Company, a Delaware  corporation,
and Coast Financial Holdings, Inc., a Florida corporation,  as more particularly
described therein (the "Pledged Shares").
                        --------------

     9.    If any of the following  events (each  an  "Event  of  Default;"  and
                                                       ------------------
collectively,  "Events of Default") shall occur: (a) Borrower shall fail to make
                -----------------
any payment of any principal of, interest on or other amount due under this Note
within  five (5) days after the same shall  become due and  payable,  whether by
reason of demand, maturity, acceleration or otherwise; (b) any representation or
warranty  made by  Borrower  in this Note  shall  prove to have  been  untrue or
incorrect in any material  respect when made; (c) Borrower shall fail to perform
or observe any other term, covenant or provision contained in this Note and such
failure  shall remain  unremedied  for thirty (30) days after the earlier of (i)
written  notice of default is given to  Borrower by Lender or (ii) an officer of
Borrower obtaining knowledge of such failure; (d) Borrower shall (i) voluntarily
commence any  proceeding or file any petition  seeking  relief under Title 11 of
the  United  States  Code or any other  Federal,  state or  foreign  bankruptcy,
insolvency,  receivership,  liquidation  or  similar  law,  (ii)  consent to the
institution  of, or fail to contravene in a timely and appropriate  manner,  any
such  proceeding or the filing of any such petition,  (iii) apply for or consent
to the appointment of a receiver,  trustee,  custodian,  sequestrator or similar
official of itself,  himself or herself or a substantial part of its property or
assets,  (iv) file an answer  admitting the material  allegations  of a petition
filed against itself in any such proceeding,  (v) make a general  assignment for
the benefit of creditors,  (vi) become unable, admit in writing its inability or
failure  generally  to pay its debts as they become due or (vii) take any action
for the purpose of effecting any of the foregoing; (e) an involuntary proceeding
shall  be  commenced  or an  involuntary  petition  shall be filed in a court of
competent  jurisdiction  seeking  (i)  relief in respect  of  Borrower,  or of a
substantial  part of the property or assets of  Borrower,  under Title 11 of the
United  States  Code  or  any  other  Federal,   state  or  foreign  bankruptcy,
insolvency, receivership,  liquidation or similar law, (ii) the appointment of a
receiver, trustee, custodian, sequestrator or similar official of Borrower or of
a substantial part of the property or assets of Borrower or (iii) the winding up
or liquidation of Borrower;  and any such  proceeding or petition shall continue
<PAGE>

undismissed for thirty (30)  consecutive days or an order or decree approving or
ordering any of the foregoing  shall continue  unstayed and in effect for thirty
(30) consecutive days; (f) dissolution,  termination of existence or operations,
merger,  consolidation  or transfer  of a  substantial  part of the  property or
assets of Borrower;  (g) an  injunction,  attachment or judgment shall be issued
against  any of the  property or assets of Borrower  which could  reasonably  be
expected  to have a material  adverse  effect on such  property  or assets;  (h)
Borrower shall become  insolvent in either the equity or bankruptcy sense of the
term;  (i) Borrower shall have a judgment  entered  against it by a court having
jurisdiction  in the premises,  and such judgment  shall not be appealed in good
faith (and execution of such judgment stayed during such appeal) or satisfied by
Borrower  within  thirty  (30) days  after the entry of such  judgment;  (j) any
"Event of Default" (as defined  therein) shall occur under or within the meaning
of the Stock Pledge Agreement;  (k) the Stock Pledge Agreement shall at any time
for any reason  cease to be in full force and effect or shall be  declared to be
null  and void by a court  of  competent  jurisdiction,  or if the  validity  or
enforceability  thereof shall be contested or denied by any of parties  thereto,
or if  Borrower  shall  deny that it has any  further  liability  or  obligation
thereunder or if Borrower shall fail to comply with or observe any of the terms,
provisions or conditions  contained in the Stock Pledge Agreement;  (l) Borrower
shall be  declared  by Lender to be in default  on, or pursuant to the terms of,
(i) any other  present  or  future  obligation  to  Lender,  including,  without
limitation, any other loan, line of credit, revolving credit, guaranty or letter
of credit reimbursement obligation or (ii) any other present or future agreement
purporting  to  convey  to  Lender a lien or  encumbrance  upon,  or a  security
interest in, any of the  property or assets of  Borrower;  or (m) any default or
event of default shall occur under or within the meaning of any other agreement,
document or instrument heretofore, now or hereafter executed by Borrower with or
in favor of Lender;  then, and in each such event (other than an event described
in clauses  (d) or (e) above),  Lender  may,  at its option,  declare the entire
outstanding  principal  balance of this Note and all accrued and unpaid interest
thereon to be  immediately  due and payable,  whereupon all of such  outstanding
principal   balance  and  accrued  and  unpaid  interest  shall  become  and  be
immediately due and payable,  without  presentment,  demand,  protest or further
notice of any kind, all of which are hereby  expressly  waived by Borrower,  and
Lender may  exercise  any and all other  rights and  remedies  which it may have
under the Stock Pledge Agreement  (including  foreclosure of the Pledged Shares)
and/or at law or in equity;  provided,  however, that upon the occurrence of any
event described in clauses (d) or (e) above,  the entire  outstanding  principal
balance  of  this  Note  and all  accrued  and  unpaid  interest  thereon  shall
automatically become immediately due and payable,  without presentment,  demand,
protest or further notice of any kind, all of which are hereby  expressly waived
by Borrower, and Lender may exercise any and all other rights and remedies which
it may have  under the Stock  Pledge  Agreement  (including  foreclosure  of the
Pledged Shares) and/or at law or in equity.

     10.   In  the  event  that  any payment of any principal of, interest on or
other  amount due under this Note shall not be paid when due after  taking  into
account  any  notice,  grace or cure  periods,  whether  by reason of  maturity,
acceleration  or otherwise,  and this Note is placed in the hands of an attorney
or attorneys for collection or for foreclosure of the Pledged Shares, or if this
Note is placed in the hands of an attorney or attorneys  for  representation  of
Lender in connection  with bankruptcy or insolvency  proceedings  relating to or
affecting this Note,  Borrower hereby promises to pay to the order of Lender, in
addition  to all other  amounts  otherwise  due on,  under or in respect of this
Note, the costs and expenses of such collection, foreclosure and representation,
including, without limitation,  reasonable attorneys' fees and expenses (whether
or not  litigation  shall be  commenced  in aid  thereof).  All  parties  hereto
expressly waive presentment, demand for payment, notice of dishonor, protest and
notice of protest.

     11.   Borrower hereby agrees to pay or reimburse Lender upon demand for (i)
all out-of-pocket costs and expenses including,  without limitation,  reasonable
attorneys'  fees  and  expenses,  incurred  by  Lender  in  connection  with the
preparation,  negotiation,  execution and administration of this Note, the Stock
Pledge Agreement,  and any and all other  agreements,  documents and instruments
relating to this Note  (collectively,  the "Loan  Documents"),  (ii) all search,
                                            ---------------
recording and filing fees  incurred by Lender in  connection  with this Note and
the other Loan Documents, (iii) all out-of-pocket costs and expenses, including,
without limitation,  reasonable attorneys' fees and expenses, incurred by Lender
in  connection  with the  preparation  of any waiver or consent under any of the
Loan  Documents  or  any  amendment,  modification,  extension,  renewal  and/or
restatement  of any of the Loan  Documents  or any Event of  Default  under this
Note; and (iv) if an Event of Default under this Note occurs,  all out-of-pocket
costs and expenses,  including,  without limitation,  reasonable attorneys' fees
and expenses,  incurred by Lender in  connection  with such Event of Default and
collection  and other  enforcement  proceedings  resulting  therefrom.  Borrower
further agrees to pay or reimburse Lender for any stamp or other taxes which may
be payable with respect to the execution,  delivery,  recording and/or filing of
this Note or any of the other Loan Documents. All of the obligations of Borrower
under this paragraph shall survive the satisfaction and payment of this Note.
<PAGE>

     12.   To  the  extent  that  Lender  receives  any  payment  on  account of
Borrower's  obligations  under  this  Note and any such  payment(s)  or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside,  subordinated and/or required to be repaid to a trustee,  receiver or
any other party under any bankruptcy  act,  state or Federal law,  common law or
equitable  cause,  then, to the extent of such payment(s)  received,  Borrower's
obligations  under this Note or part thereof  intended to be satisfied  shall be
revived and  continue in full force and effect,  as if such  payment(s)  had not
been received by Lender and applied on account of Borrower's  obligations  under
this Note.

     13.   BORROWER  HEREBY   IRREVOCABLY  (A)  SUBMITS  TO  THE   NON-EXCLUSIVE
JURISDICTION  OF ANY MISSOURI  STATE COURT  SITTING IN THE COUNTY OF ST.  LOUIS,
MISSOURI OR ANY UNITED STATES OF AMERICA  COURT SITTING IN THE EASTERN  DISTRICT
OF  MISSOURI,  EASTERN  DIVISION,  AS LENDER MAY ELECT,  IN ANY SUIT,  ACTION OR
PROCEEDING  ARISING OUT OF OR RELATING TO THIS NOTE,  (B) AGREES THAT ALL CLAIMS
IN RESPECT TO ANY SUCH SUIT,  ACTION OR PROCEEDING MAY BE HELD AND DETERMINED IN
ANY OF SUCH  COURTS,  (C) WAIVES,  TO THE FULLEST  EXTENT  PERMITTED BY LAW, ANY
OBJECTION WHICH BORROWER MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
SUCH SUIT, ACTION OR PROCEEDING  BROUGHT IN ANY SUCH COURT, (D) WAIVES ANY CLAIM
THAT SUCH SUIT, ACTION OR PROCEEDING  BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT
IN AN  INCONVENIENT  FORUM AND (E) WAIVES  ALL RIGHTS OF ANY OTHER  JURISDICTION
WHICH  BORROWER MAY NOW OR HEREAFTER HAVE BY REASON OF HIS PRESENT OR SUBSEQUENT
DOMICILES.  BORROWER (AND BY ITS ACCEPTANCE  HEREOF,  LENDER) HEREBY IRREVOCABLY
WAIVE THE RIGHT TO TRIAL BY JURY WITH  RESPECT TO ANY  ACTION IN WHICH  BORROWER
AND LENDER ARE PARTIES  RELATING TO OR ARISING OUT OF OR IN CONNECTION WITH THIS
NOTE.

     14.   This Note may not be changed, nor may any term, condition or Event of
Default be waived,  modified or  discharged  orally but only by an  agreement in
writing,  signed by  Lender.  No failure  or delay by Lender in  exercising  any
right,  remedy,  power or  privilege  under this Note shall  operate as a waiver
thereof;  nor shall any single or partial exercise thereof preclude any other or
further  exercise thereof or the exercise of any other right,  remedy,  power or
privilege. In addition,  Lender may, without notice to and without releasing the
liability  of  Borrower,  add or release  one or more  parties  or  release  any
collateral or security for this Note in whole or in part.

     15.   This notice is provided pursuant to Section 432.047  R.S.Mo.  As used
herein, "creditor" means Lender and "this writing" means this Note and the other
Loan Documents.  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,  REGARDLESS OF THE LEGAL THEORY UPON WHICH
IT IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT  AGREEMENT.  TO PROTECT YOU
(BORROWER(S)) AND US (CREDITOR) 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.  This Note  embodies  the entire
agreement and understanding between Borrower and Lender and supersedes all prior
agreements and  understandings  (oral or written) relating to the subject matter
hereof.

     16.   This Note shall be governed by and  construed in accordance  with the
substantive laws of the State of Missouri (without  reference to conflict of law
principles).

     17.   Certain definitions  applicable to this Note are attached  hereto and
incorporated by reference as Exhibit A.
                             ---------

                                                Borrower:

                                                FIRST BANKS, INC.



                                                By: /s/ Terrance M. McCarthy
                                                   -----------------------------
                                                        Terrance M. McCarthy
                                                        President and
                                                        Chief Executive Officer


<PAGE>


                                    Exhibit A
                                    ---------

                                  (Definitions)


     "Business Day"  shall mean  any day  (other  than a Saturday  or Sunday) on
      ------------
which commercial banks are open for business in St. Louis, Missouri.

     Eurodollar Business Day shall mean any  Business  Day  on which  commercial
     -----------------------
bank(s)  are open for  international  business  (including  dealings  in  dollar
deposits) in London.

     LIBOR Base Rate shall mean an annual rate (rounded  upwards,  if necessary,
     ---------------
to the  next  higher  1/16 of 1%)  equal  to the  three-month  British  Bankers'
Association interest settlement rates for U.S. Dollar deposits,  as published by
Bloomberg Financial Services, Dow Jones Market Service, Telerate, Reuters or any
other service from time to time used by Lender.

     LIBOR Margin shall mean Three Percent (3.0%).
     ------------

     LIBOR Rate shall mean the sum of the LIBOR Base Rate plus the LIBOR Margin.
     ----------                                           ----
The LIBOR Rate shall be adjusted  automatically  on and as of the effective date
of any change in the LIBOR Base Rate.



</TEXT>
</DOCUMENT>
