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Exhibit 10.1
[NBC NATIONAL BANK OF COMMERCE LETTERHEAD]
February 19, 1998
Mr. Joel Wiens, President
First Western Corp.
P. 0. Box 730
Kimball, NE 69145-0730
RE: LINE OF CREDIT MODIFICATION
Dear Joel:
This letter shall constitute the agreement ("Agreement") by and among First
Western Corp., ("Borrower") and National Bank of Commerce Trust and Savings
Association, Lincoln, Nebraska ("NBC"), concerning a modification in the
existing bank stock loan, in the form of a $5,000,000-00 increase in the
existing revolving line of credit, to Borrower by NBC ("the Loan").
BORROWER First Western Corp., a Nebraska bank holding company.
GUARANTEE The principal shareholder, Joel H. Wiens, shall provide
NBC with a personal guarantee in the amount of
$10,000,000.00.
AMOUNT OF LOAN Not to exceed $10,000,000.00 (Ten Million Dollars).
PRICING The Loan shall be priced at 250 basis points over the like
"CMT" treasury, and shall be repriced accordingly,
Further, there shall be a 10 basis point annual nonusage
fee or minimum annual accrued interest of $10,000.00 with
this Loan.
REPAYMENT
SCHEDULE Interest semi-annual, principal at maturity. Borrower
shall have the right to prepay on the Loan, in whole or
In part, without penalty.
COMMITMENT FEE None.
TERM OF LOAN Maturity shall be June 30, 2002.
PURPOSE OF LOAN Advances on this Loan are for capital injections to
Subsidiary Banks or other investment purposes.
COLLATERAL The Loan shall be secured by 9 1 % of the outstanding
common stock of First State Bank, Kimball, Nebraska and
81 % of the
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Exhibit 10.1
Mr. Joel H. Wiens
Page - 2
outstanding stock of Firstate Bank, Northglenn,
Colorado (less any directors qualifying shares).
Covenants While any Indebtedness of Borrower remains
outstanding and owing to NBC, or immediately prior
to any advances hereunder, Borrower agrees that,
unless NBC shall otherwise consent in writing:
A. FURNISH FINANCIAL INFORMATION. Borrower will furnish NBC:
(i) A copy of quarterly Call Reports of Subsidiary Banks with
all Schedules as filed with Subsidiary Banks' regulator,
annual copies of the FRY-9 and FRY-6 reports supplied by
Borrower to the Federal Reserve, annual Guarantor's
financial statement and other items mutually agreed upon by
Borrower and NBC.
(ii) Other such reports and information as NBC shall reasonably
request, such as a report on watchlist assets and LLR
adequacy of the subsidiary banks.
B. CAPITAL. Borrower will maintain or cause each of its bank subsidiaries
to maintain:
(i) for Borrower, not less than a 6.5% tangible equity
capital-to-assets ratio, and
(ii) for each of its subsidiary banks, not less than a 6.0%
tangible equity capital-to-assets ratio. For these purposes,
tangible equity capital shall include common stock, surplus
and undivided profits, less the cost of treasury stock, If
any, and less any intangible assets. Total assets shall
similarly be adjusted for any intangible assets.
C. LIMITATION ON INDEBTEDNESS. Borrower will not incur, create or permit
any of its subsidiary banks to incur or create any indebtedness nor
encumber any assets other than indebtedness and pledging incurred in
the ordinary and usual course of Borrower's business and indebtedness
incurred by its subsidiary banks in the ordinary and usual course of
the business of banking.
D. COMPLIANCE WITH BANKING REGULATIONS. Borrower and its subsidiary banks
will comply with all applicable banking laws and regulations.
E. CHANGE IN CONTROL/MERGER/CHANGE IN MANAGEMENT. Borrower and its
subsidiaries shall agree not to issue additional shares of common
stock, or other classes of stock, nor sell or transfer or suffer the
transfer of any of the outstanding stock of Borrower or its
subsidiaries. Provided, however, that with respect to Borrower stock,
Borrower shareholder's shall be allowed to Shift, transfer of donate
shares of Borrower stock without prior NBC approval, so long as the
gift, transfer or donation does not result in a change in the control
of Borrower by the Wiens family. Neither Borrower or its subsidiaries
shall change its name, or merge or consolidate into or with any other
corporation, and Borrower shall agree to maintain the individuals
currently holding the positions of Chairman and President.
F. REVIEW. Borrower shall cause its subsidiary banks to permit NBC, by
any of its designated representatives, to perform an asset and loan
review of subsidiary banks at such time or times as NBC may reasonably
request and NBC shall
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Exhibit 10.1
Mr. Joel H. Wiens
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have access to the same materials and Information which would be
available to federal and state examiners.
REPRESENTATIONS &
WARRANTIES Borrower represents and warrants to NBC that, both now
and on a continuing basis that:
A. CORPORATE EXISTENCE AND AUTHORITY. Borrower Is a corporation, duly
organized, validly existing and in good standing under the laws of the
State of Nebraska. Borrower is duly registered as a bank holding
company under the Bank Holding Company Act of 1956 as amended, and has
received all necessary approvals from and filed all necessary
applications and reports with the Board of Governors of the Federal
Reserve System. Each of its subsidiary banks is a state banking
corporation, duly organized, validly existing and in good standing
under the laws of the State of Nebraska, or Colorado, and each has all
requisite power and authority to engage in the business of banking.
The banking and performance by Borrower of this Agreement and the note
and security agreement which are Exhibits hereto have been duly
authorized by all necessary corporate action and will not violate any
provisions of law or of Borrower's charter and bylaws, or result in
the breach of any agreement to which Borrower is a party.
B. FINANCIAL CONDITION. The balance sheets and statements of income of
Borrower and its subsidiary banks heretofore furnished to NBC are
complete and correct and fairly represent the financial condition of
Borrower and its subsidiary banks as at the dates of said financial
statements and the results of their operations for the periods ending
on said dates. Such financial statements were prepared in accordance
with generally accepted accounting principles consistently applied.
Neither Borrower nor any of Its subsidiary banks has any material
liabilities or obligations not reflected by such balance sheets. Since
the date of the latest of such statements there has been no material
adverse change in the financial condition of Borrower and/or its
subsidiary banks.
C. LITIGATION. There are no suits or proceedings pending, or to the
knowledge of Borrower threatened, against or affecting Borrower or any
of its subsidiary banks that, if adversely determined, would have a
material adverse effect on the financial condition or business of
Borrower or its subsidiary banks, and there are no proceedings by or
before any bank regulatory or other governmental agency pending, or to
the knowledge of Borrower, threatened against Borrower or any of its
subsidiary banks,
EVENTS OF DEFAULT If any event of default as defined in the promissory note or
the security agreement shall occur, if any representation of
warranty made in this Agreement shall prove to be or to have
been Incorrect in any material respect, or if Borrower shall
default in the performance of any of the covenants contained
herein, then and in any such case NBC may exercise and
enforce any or al I of Its rights and remedies provided by
the terms of the promissory note, personal guaranty and
security agreement and by Nebraska law.
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Exhibit 10.1
Mr. Joel H. Wiens
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If this letter agreement is satisfactory, please confirm your acceptance of
these terms and conditions by signing and returning one copy of this letter to
the attention of the undersigned at NBC.
Sincerely,
National Bank of Commerce
Trust and Savings Association
By: /s/ Mark D Brase
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Assistant Vice President
Correspondent Banking Center
The terms of the foregoing Letter Agreement are hereby agreed to and accepted.
Confirmed and accepted this 25th day of Feb, 1998.
First Western Corp.
BY: /s/ Joel H Wiens
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Joel Wiens, President
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Exhibit 10.1
MODIFICATION AGREEMENT
AGREEMENT made this 25th day of February, 1998, between National Bank of
Commerce Trust and Savings Association, Lincoln, Nebraska, herein referred to as
Lender and First Western Corp., herein referred to as borrower.
WHEREAS, Lender is the holder of a certain programmed lending note made by
Borrower dated June 24, 1997 and modified December 24, 1997 in the original
amount of $5,000,000.00 with a current balance of $2,400,000,00.
WHEREAS, Borrower has requested and desires a modification of the terms and
provisions of said programmed lending note dated June 24, 1997 as modified
December 24, 1997 and Lender is agreeable to the same upon the terms and
conditions hereinafter contained.
NOW THEREFORE, this Agreement:
I. The parties stipulate and agree that the terms and provisions of the
above-described programmed lending note are hereby modified as
follows:
a. The maximum principal balance outstanding shall increase
from $5,000,000.00 to $10,000,000.00..
b. The current interest rate index of 250 basis points above
the 90 day Constant Maturity Treasury ("CMT") shall be
changed to 250 basis points above the 1 Year Constant
Maturity Treasury ('CMT") and change annually.
2. As modified and/or extended by this Agreement, the programmed lending
not and security agreement and guaranty are confirmed, and if the
terms and provisions contained in said note in any way conflict with
the terms and provisions contained in this Agreement, the terms and
provisions herein contained shall prevail:
3. The Agreement shall be binding on the heirs, personal representatives,
successors and assigns of the respective parties.
NATIONAL BANK OF COMMERCE TRUST FIRST WESTERN CORP.
SAVINGS ASSOCIATION, LINCOLN, NE,
BY: /s/ Mark D Brase BY: /s/ Joel H Wiens
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Joel Wiens, President
Title Assistant Vice President
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