EXHIBIT 10.1.b
[River Bank America Letterhead]
October 27, 1997
Marine Midland Bank
One Marine Midland Bank Center
Buffalo, New York 14203
RE: Consent to River Bank America's Reorganization
Gentlemen:
Reference is hereby made to that certain Credit Agreement, dated as of
June 28, 1996 (the "Credit Agreement") and that certain Master Cash Collateral
Agreement, dated as of June 28, 1996 (the "Collateral Agreement", and,
collectively with the Credit Agreement and the documents executed in connection
therewith, the "Loan Documents"), between Marine Midland Bank ("Lender") and
River Bank America ("Borrower").
Xxxxxxxx proposes to engage in a series of transactions (collectively,
the "Reorganization") whereby Borrower will change its legal form of
organization by which it conducts business, holds its assets and is obligated
for its liabilities from a New York state chartered stock savings bank into a
business corporation incorporated in the State of Delaware to be known as "RB
Asset, Inc." Upon completion of the Reorganization, RB Asset, Inc. will own
substantially all of the assets formerly owned by Xxxxxxxx, will have assumed
all of Borrower's liabilities (including under the Loan Documents), will have
the same stockholders and capital structure as Borrower and will continue
Borrower's non-banking business. Shortly thereafter, Borrower will be dissolved.
Borrower hereby requests your consent to the Reorganization and to
Xxxxxxxx's taking whatever actions are necessary to orderly and effectively
consummate the Reorganization. In connection with the Reorganization, RB Asset,
Inc. will expressly assume all of Borrower's rights and obligations under the
Loan Documents. Borrower hereby expressly acknowledges and agrees that, except
as necessary to effectuate the Reorganization, all Lender's rights and
Xxxxxxxx's covenants and obligations under the Loan Documents shall remain in
full force and effect.
Please indicate your consent to the Reorganization by signing the
enclosed copy of this letter and returning it to the undersigned.
Very truly yours,
RIVER BANK AMERICA
By: /s/ Xxxxxx X. XxXxxxxx
-----------------------
Xxxxxx X. XxXxxxxx
Chairman, President
and Chief Executive
Officer
Consented to this 30th day of
October, 1997
MARINE MIDLAND BANK
By: /s/ Xxxxxx X. Xxxxx
--------------------------
Name: Xxxxxx X. Xxxxx
Title: EVP
