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Exhibit 10.5.2
MAHASKA INVESTMENT COMPANY
FIFTH AMENDMENT AND WAIVER 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 has requested that the Bank waive the Borrower's
non-compliance with Section 7.10 of the Credit Agreement (Dividends and Certain
Other Restricted Payments) as of September 30, 1998, and increase the Commitment
to $20,000,000, and the Bank is willing to do so under the terms and conditions
set forth in this agreement (herein, the "Amendment").
1. WAIVER.
The Borrower has advised the Bank that as of September 30, 1998, it was not in
compliance with Section 7.10 of the Credit Agreement (Dividends and Certain
Other Restricted Payments). The Borrower has requested that the Bank waive the
Borrower's non-compliance with Section 7.10 of the Credit Agreement as of
September 30, 1998, and, by signing in the space provided for that purpose
below, the Bank hereby agrees to waive compliane with the same for, and only
for, the period ended on September 30, 1998. This waiver shall not become
effective unless and until the conditions precedent set forth in Section 3 below
have been satisfied.
2. AMENDMENTS.
Subject to the satisfaction of the conditions precedent set forth in
Section 3 below, the Credit Agreement shall be and hereby is amended as follows:
2.1 Section 1.1 of the Credit Agreement shall have been amended by
deleting the amount $"17,000,000" appearing therein and inserting the
amount "$20,000,000" in lieu thereof.
2.2 Exhibit A to the Credit Agreement shall have been 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.
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3. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of all
of the following conditions precedent:
3.1 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.
3.2 The Borrower shall have delivered to the Bank certified
resolutions of the Borrower's Board of Directors authorizing its
execution and delivery of this Amendment and replacement Note and the
Borrower's performance thereunder in form and substance satisfactory to
the Bank.
4. 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, and after
giving effect to the waiver set forth in Section 1 above, 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.
S. MISCELLANEOUS.
5.1 Except as specifically amended herein or waived hereby, 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.
5.2 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.
5.3 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.
This Fifth Amendment and Waiver to Credit Agreement is dated as of
December 29, 1998.
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MAHASKA INVESTMENT COMPANY
By /s/ David A. Meinert
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Its Executive Vice President
Accepted and agreed to in Chicago, Illinois as of the date and year last above
written.
HARRIS TRUST AND SAVINGS BANK
By /s/ Patrick A. Horne
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Its Vice President
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