1
EXHIBIT 10(f) - TERM LOAN AGREEMENT, FIRST AMENDMENT
FIRST AMENDMENT TO
TERM LOAN AGREEMENT
-------------------
THIS FIRST AMENDMENT (this "First Amendment"), dated as of January 31,
1997, is by and among TWENTY-ONE SOUTHEAST THIRD CORPORATION, a corporation
organized under the laws of the State of Indiana (the "Borrower"), NATIONAL
CITY BANCSHARES, INC., a corporation organized under the laws of the State of
Indiana (the "Guarantor" and, together with the Borrower, collectively the
"Obligors" and individually an "Obligor"), and THE NORTHERN TRUST COMPANY, an
Illinois banking corporation (the "Lender"), and shall amend a certain Term
Loan Agreement dated as of June 26, 1996 executed by and among the Borrower,
the Guarantor and the Lender (the "Loan Agreement").
WITNESSETH:
WHEREAS, the Obligors and the Lender desire to amend the Loan
Agreement in Certain respects as set forth herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. TERMS USED. Terms used but not otherwise defined herein are
used with the same meanings as in the Loan Agreement, as amended hereby.
2. SECTION 4.4(e). Section 4.4(e) of the Loan Agreement is
hereby deleted in its entirety and the following is substituted in lieu
thereof:
"(e) LOAN LOSS RESERVES RATIO. The Subsidiary Banks, on a
consolidated basis, shall maintain at all times a ratio of loan loss reserves
to non-performing loans of not less than 100%."
3. WAIVER. The failure to comply with Section 4.4(e) of the Loan
Agreement is hereby waived from the date of the Loan Agreement through the date
hereof (the "Waiver Period"), PROVIDED, HOWEVER, that during the Waiver Period
the Subsidiary Banks, on a consolidated basis, shall have maintained at all
times a ratio of loan loss reserves to non-performing loans of not less than
100%. Except as waived hereby, the Loan Agreement remains unwaived and in full
force and effect.
4. REPRESENTATIONS AND WARRANTIES. Each Obligor hereby remakes,
as at the date of execution hereof, all of the representations and warranties
set forth in Section 3 of the Loan Agreement as amended hereby and additionally
represents and warrants that: (a) the borrowings and guarantee made under the
Loan Agreement as amended hereby, the execution and delivery by the Obligors of
this First Amendment, and the performance by each Obligor of its respective
obligations under this First Amendment and the Loan Agreement as amended
hereby, are within such Obligor's corporate powers, has been authorized by all
necessary corporate action, has received all necessary governmental
1
2
approval (if any shall be required) and does not and will not contravene or
conflict with any provision of law or of the charter or by-laws of such Obligor
or any subsidiary or of any agreement binding upon such Obligor or any
subsidiary; and (b) no Event of Default or Unmatured Event of Default under the
Loan Agreement, as amended hereby, has occurred and is continuing on the date
of execution hereof.
5. COUNTERPARTS. This First Amendment may be executed by the
parties on any number of separate counterparts and by each party on separate
counterparts; each counterpart shall be deemed an original instrument; and all
of the counterparts taken together shall be deemed to constitute one and the
same instrument.
6. SUCCESSORS AND ASSIGNS. This First Amendment and the Loan
Agreement as amended hereby shall be binding upon and inure to the benefit of
the Obligors, the Lender and their respective successors and assigns, except
that the Obligors may not transfer or assign any of their respective rights or
interest hereunder or thereunder without the prior written consent of the
Lender.
7. CAPTIONS. Captions in this First Amendment are for
convenience of reference only and shall not define or limit any of the terms or
provisions hereof.
8. FEES. The Obligors agree, upon written request of the Lender,
to pay or reimburse the Lender for all costs and expenses of preparing, seeking
advice in regard to, and enforcing this First Amendment, the Loan Agreement as
amended hereby, and any document or instrument executed in connection herewith
and therewith (including legal fees and reasonable time charges of attorneys
who may be employees of the Lender, whether in or out of court, in original or
appellate proceedings or in bankruptcy).
9. CONSTRUCTION. This First Amendment shall be governed by,
and construed and interpreted in accordance with, the internal laws of the
State of illinois, and shall be deemed to have been executed in the State of
Illinois.
10. SUBMISSION TO JURISDICTION: VENUE. To induce the Lender to
enter into this First Amendment, the Obligors irrevocably agree that, subject
to the Lender's sole and absolute election, all suits, actions or other
proceedings in any way, manner or respect, arising out of or from or related to
this First Amendment, the Loan Agreement as amended hereby, or any document
executed in connection herewith and therewith, shall be subject to litigation
in courts having situs within Chicago, Illinois. The Obligors hereby consent
and submit to the jurisdiction of any local, state or federal court located
within Chicago, Illinois. The Obligors hereby waive any right they may have to
transfer or change the venue of any suit, action, or other proceeding brought
by the Lender in accordance with this Section.
11. AMENDMENT TO LOAN AGREEMENT. This First Amendment shall be
deemed to be an amendment to the Loan Agreement. All references to the Loan
Agreement in any other document or instrument shall be deemed to refer to the
Loan
2
3
Agreement as amended hereby. As hereby amended, the Loan Agreement is hereby
ratified and confirmed in each and every respect.
TWENTY-ONE SOUTHEAST
THIRD CORPORATION
By: /s/ XXXXXX X. XXXX
-------------------------
Its: President
-------------------------
NATIONAL CITY BANCSHARES,
INC.
By: /s/ XXXX X. XXXXXXX
-------------------------
Its: CHAIRMAN
-------------------------
THE NORTHERN TRUST
COMPANY
By: /s/ XXXXX X. XXXXXX
-------------------------
Its: VICE PRESIDENT
-------------------------
3
