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Exhibit 10.5.2
MAHASKA INVESTMENT COMPANY
THIRD 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, as amended (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 and the Bank have agreed to amend the Credit Agreement under
the terms and conditions set forth in this agreement (herein, the "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) The first sentence of Section 3 of the Credit Agreement shall be
amended and restated in its entirety to read as follows:
"The payment and performance of the Obligations shall at all times
be secured by all of the issued and outstanding capital stock
(except for directors' qualifying shares as required by law) of
each Subsidiary of the Borrower, whether now owned or hereafter
formed or acquired, pursuant to a Pledge and Security Agreement
dates as of October 17, 1997, as amended, between the Borrower and
the Bank (the Pledge and Security Agreement, and all other
instruments and documents as shall from time to time secure the
Obligations or any part thereof, being hereinafter referred to as
the "Collateral Documents")."
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(b) Schedule 5.2 to the Credit Agreement shall be amended in its
entirety, and as amended it shall be restated to read as set forth on
Schedule 5.2 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.
(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, the Borrower shall have executed and
delivered to the Bank such UCC financing statements covering the
Collateral as the Bank may request, and the Borrower shall have
delivered to the Bank certificates for 100% of the capital stock of
Pella State Bank together with executed stock powers therefor.
(c) Legal matters incident to the execution and delivery of this
Amendment 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.
4. MISCELLANEOUS.
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(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 November 20, 1997.
MAHASKA INVESTMENT COMPANY
By /s/ Charles S. Howard
Its President
Accepted and agreed to in Chicago, Illinois as of the date and year last
above written.
HARRIS TRUST AND SAVINGS BANK
By /s/ Michael S. Cameli
Its Vice President
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MAHASKA INVESTMENT COMPANY
THIRD AMENDMENT TO PLEDGE AND SECURITY AGREEMENT
Harris Trust and Savings Bank
Chicago, Illinois
Ladies and Gentlemen:
Reference is hereby made to that certain Pledge and Security Agreement
dated as of October 17, 1994, as amended (the Pledge and Security Agreement, as
the same has been amended prior to the date hereof, being referred to herein as
the "Pledge Agreement"), between the undersigned, Mahaska Investment Company,
an Iowa corporation (the "Pledgor") and you (the "Bank"). All capitalized
terms used herein without definition shall have the same meanings herein as
such terms have in the Pledge Agreement.
The Pledgor and the Bank have agreed to amend the Pledge Agreement under
the terms and conditions set forth in this agreement (herein, the "Amendment").
1. AMENDMENTS.
Upon your acceptance hereof in the space provided for that purpose below,
the Pledge Agreement shall be and hereby is amended as follows:
(a) Pledgor is hereby granting the Bank a security interest in all
shares of the capital stock of each subsidiary of the Pledgor, whether
now owned or hereafter formed or acquired. Accordingly, the first
paragraph of the Pledge Agreement is hereby amended and restated to read
as follows:
"FOR VALUE RECEIVED, the undersigned, Mahaska Investment Company, an Iowa
corporation (the "Pledgor", hereby pledges and deposits with, and
reaffirms its pledge and deposit with, Harris Trust and Savings Bank,
Chicago, Illinois (the "Bank"), and hereby grants to, and reaffirms its
grant to, the Bank a continuing security interest in and to (i) all
shares of the capital stock of each subsidiary of the Pledgor, whether
now or existing or hereafter formed or acquired (those shares
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delivered to and deposited with the Bank on or prior to the date hereof
being listed and described on Schedule A attached hereto), (ii) all
substitutions and additions to such shares, (iii) all dividends,
distributions, and other sums distributable or payable from, upon, or in
respect of, such shares, (iv) all other rights and privileges incident to
such shares, and (v) all proceeds and products of the foregoing (all of
the foregoing being hereinafter referred to collectively as the
"Collateral")."
(b) Schedule A to the Pledge Agreement is hereby replaced by
Schedule A attached hereto.
2. MISCELLANEOUS.
(a) Except as specifically amended herein, the Pledge Agreement shall
continue in full force and effect in accordance with its original terms.
Nothing herein contained shall in any manner affect or impair the priority of
the liens and security interests created and provided for by the Pledge
Agreement 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 Pledge Agreement, any reference in any of such items to the
Pledge Agreement being sufficient to refer to the Pledge Agreement as amended
hereby.
(b) 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 November 20, 1997.
MAHASKA INVESTMENT COMPANY
By
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 /s/ Michael Cameli
Its Vice President
SCHEDULE A
THE COLLATERAL
NAME OF ISSUER NUMBER OF SHARES CERTIFICATE NO(S).
MAHASKA STATE BANK 20,000 1545
2,400 1546
CENTRAL VALLEY BANK 10,000 2
10,000 3
ON-SITE CREDIT SERVICES 40,000 1
PELLA STATE BANK 10,000 1
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SCHEDULE 5.2
SUBSIDIARIES
JURISDICTION OF
NAME INCORPORATION PERCENTAGE OF OWNERSHIP
Mahaska State Bank Iowa 100%
Central Valley Bank United States of America 100%
On-Site Credit Services Iowa 100%
Pella State Bank Iowa 100%
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