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EXHIBIT 10.5.2
MAHASKA INVESTMENT COMPANY
FIRST AMENDMENT TO CREDIT AGREEMENT
Harris Trust and Savings Bank
Chicago, Illinois
Ladies and Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of
January 31, 1996 (the "Credit Agreement"), between the undersigned, Mahaska
Investment Company, an Iowa corporation (the "Borrower"), and you (the "Bank").
All capitalized terms used herein without definition shall have the same
meanings herein as such terms have in the Credit Agreement.
The Borrower has requested that the Bank increase the Commitment to
$17,000,000, extend the maturity to June 19, 1997, and make certain other
amendments to the Credit Agreement, and the Bank is willing to do so under the
terms and conditions set forth in this Amendment.
1. AMENDMENTS.
Upon your acceptance hereof in the space provided for that purpose
below, the Credit Agreement shall be and hereby is amended as follows:
(a) Section 1.1 of the Credit Agreement shall be amended
by deleting the amount "$15,000,000" appearing therein and inserting
the amount "$17,000,000" in lieu thereof.
(b) Section 3 of the Credit Agreement shall be amended by
adding the phrase "and of MIC Leasing Company" immediately following
the name "Central Valley Bank" appearing in the third lien therein.
(c) The definition of "Termination Date" appearing in
Section 4 of the Credit Agreement shall be amended by deleting the
date "July 31, 1996" and inserting the date "June 19, 1997" in lieu
thereof.
(d) The first sentence to Section 5.4 of the Credit
Agreement shall be amended in its entirety, and as amended it shall be
restated to read as follows:
"The Borrower shall use the proceeds of the Loans during the
term of this Agreement solely for the following purposes: (a)
to finance the purchase price of participation interests in
loan pools from the FDIC
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and/or RTC, (b) to finance its general working capital
requirements, (c) up to $5,000,000 in the aggregate to finance
its acquisition of a branch of Boatmen's Bankshares, Inc. or
of one of its subsidiaries, and (d) up to $2,000,000 in the
aggregate to make loans, advances, or additional investments
in MIC Leasing Company."
(e) Section 7.10 of the Credit Agreement shall be amended
by deleting the percentage "35%" appearing therein and inserting the
percentage "40%" in lieu thereof.
(f) Exhibit A to the Credit Agreement shall be amended in
its entirety, and as amended it shall be restated to read as set forth
on Exhibit A attached hereto and made a part hereof.
2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
(a) The Borrower and the Bank shall have executed and
delivered this Amendment, and the Borrower shall have executed and
delivered to the Bank a replacement Note in the form attached hereto
as Exhibit A.
(b) The Borrower and the Bank shall have executed and
delivered an amendment to the Collateral Documents in form and
substance satisfactory to the Bank, and the Borrower shall have
delivered to the Bank certificates for 100% of the capital stock of
MIC Leasing Company together with executed stock powers therefor.
(c) Legal matters incident to the execution and delivery
of this Amendment, the amendments to the Collateral Documents, and the
replacement Note shall be satisfactory to the Bank and its counsel.
3. REPRESENTATIONS.
In order to induce the Bank to execute and deliver this Amendment, the
Borrower hereby represents to the Bank that as of the date hereof, the
representations and warranties set forth in Section 5 of the Credit Agreement
are and shall be and remain true and correct (except that the representations
contained in Section 5.5 shall be deemed to refer to the most recent financial
statements of the Borrower delivered to the Bank) and the Borrower is in full
compliance with all of the terms and conditions of the Credit Agreement and no
Default or Event of Default has occurred and is continuing under the Credit
Agreement or shall result after giving effect to this Amendment.
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4. MISCELLANEOUS.
(a) Except as specifically amended herein, the Credit Agreement
shall continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
the Note, or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made pursuant to or
with respect to the Credit Agreement, any reference in any of such items to the
Credit Agreement being sufficient to refer to the Credit Agreement as amended
hereby.
(b) The Borrower agrees to pay on demand all costs and expenses of
or incurred by the Bank in connection with the negotiation, preparation,
execution and delivery of this Amendment, including the fees and expenses of
counsel for the Bank.
(c) This Amendment may be executed in any number of counterparts,
and by the different parties on different counterpart signature pages, all of
which taken together shall constitute one and the same agreement. Any of the
parties hereto may execute this Amendment by signing any such counterpart and
each of such counterparts shall for all purposes be deemed to be an original.
This Amendment shall be governed by the internal laws of the State of Illinois.
Dated as of June 19, 1996.
MAHASKA INVESTMENT COMPANY
By
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Its
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Accepted and agreed to in Chicago, Illinois as of the date and year
last above written.
HARRIS TRUST AND SAVINGS BANK
By
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Its Vice President
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EXHIBIT A
REVOLVING CREDIT NOTE
$17,000,000 Chicago, Illinois
June 19, 1996
On the Termination Date, for value received, the undersigned, MAHASKA
INVESTMENT COMPANY, an Iowa corporation (the "Borrower"), hereby promises to
pay to the order of HARRIS TRUST AND SAVINGS BANK (the "Bank") at its office at
111 West Monroe Street, Chicago, Illinois, the principal sum of (i) Seventeen
Million Dollars ($17,000,000), or (ii) such lesser amount as may at the time of
the maturity hereof, whether by acceleration or otherwise, be the aggregate
unpaid principal amount of all Loans owing from the Borrower to the Bank under
the Revolving Credit provided for in the Credit Agreement hereinafter
mentioned.
This Note is issued in substitution and replacement for, and evidences
the indebtedness currently evidenced by, that certain Revolving Credit Note of
the Borrower dated January 31, 1996, in the principal amount of $15,000,000
and, in addition, evidences additional Loans made or to be made to the Borrower
by the Bank under the Revolving Credit provided for under that certain Credit
Agreement dated as of January 31, 1996, as amended, between the Borrower and
the Bank (said Credit Agreement, as the same may be amended, modified or
restated from time to time, being referred to herein as the "Credit
Agreement"), and the Borrower hereby promises to pay interest at the office
described above on such Loans evidenced hereby at the rates and at the times
and in the manner specified therefor in the Credit Agreement.
This Note is issued by the Borrower under the terms and provisions of
the Credit Agreement and is secured by, among other things, the Collateral
Documents, and this Note and the holder hereof are entitled to all of the
benefits and security provided for thereby or referred to therein, to which
reference is hereby made for a statement thereof. This Note may be declared to
be, or be and become, due to prior its expressed maturity and voluntary
prepayments may be made hereon, in all the events, on the terms and with the
effects provided in the Credit Agreement. All capitalized terms used herein
without definition shall have the same meanings herein as such terms are
defined in the Credit Agreement.
The Borrower hereby promises to pay all costs and expenses (including
attorneys' fees) suffered or incurred by the holder hereof in collecting this
Note or enforcing any rights in any collateral therefor. The Borrower hereby
waives presentment for
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payment and demand. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND
GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO
PRINCIPALS OF CONFLICTS OF LAWS.
MAHASKA INVESTMENT COMPANY
By
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(Type or Print Name) (Title)