FIRST AMENDMENT DATED
AS OF JANUARY ___, 2001
TO REVOLVING CREDIT AGREEMENT
DATED AS OF JUNE 26, 2000
AND PLEDGE AGREEMENT
DATED AS OF JUNE 26, 2000
THIS AMENDMENT, dated as of January __, 2001, is entered into between
FIRST COMMUNITY BANCORP, a California corporation (the "BORROWER"), and THE
NORTHERN TRUST COMPANY, an Illinois banking corporation having its principal
office at 00 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (the "LENDER").
RECITALS:
A. The Borrower and the Lender have entered into a Revolving Credit
Agreement dated as of June 26, 2000 (said Revolving Credit Agreement, as so
amended, shall hereinafter be referred to as the "AGREEMENT"; the terms defined
in the Agreement and not otherwise defined herein shall be used herein as
defined in the Agreement).
B. The Borrower and the Lender have entered into a Pledge Agreement
dated as of June 26, 2000 (the "PLEDGE AGREEMENT").
C. The Borrower and the Lender wish to amend the Agreement to increase
the amount of the Commitment and to otherwise amend certain provisions of the
Agreement.
D. The Borrower and the Lender wish to amend the Pledge Agreement to
amend the definition of "PLEDGED SHARES" appearing therein.
E. Therefore, the parties hereto agree as follows:
1. AMENDMENTS TO THE AGREEMENT.
1.1. SECTION 1.1 OF THE AGREEMENT. SECTION 1.1 of the
Agreement is hereby amended as of the date hereof by deleting the phrase "FIVE
MILLION and NO/100 UNITED STATES DOLLARS ($5,000,000)" appearing therein and
substituting the phrase "TEN MILLION and NO/100 UNITED STATES DOLLARS
($10,000,000)" therefor.
1.2. SECTION 4.15 OF THE AGREEMENT. SECTION 4.15 of the
Agreement is hereby deleted in its entirety as of the date hereof and the
following substituted therefor:
"SECTION 4.15. PLEDGED SHARES. The Pledged Shares (as
hereinafter defined) constitute 100% of the issued and outstanding capital stock
of (a) Rancho Santa Fe National Bank and (b) First Community Bank of the Desert,
have been duly authorized and validly issued and are fully paid and
non-assessable. Borrower owns the Pledged Shares free and clear of all other
interest, liens or encumbrances of any nature whatsoever, other than liens in
favor of Lender."
1.3. SECTION 5.4(a) OF THE AGREEMENT. SECTION 5.4(a) of the
Agreement is hereby deleted in its entirety as of the date hereof and the
following substituted therefor:
"(a) LEVERAGE RATIO. Borrower and each Subsidiary Bank shall
maintain at all times a ratio of Tier 1 Capital to average quarterly assets less
all non-qualified intangible assets of at least four and one-half percent (4.5%)
from January __, 2001 through September 30, 2001, and at least five percent (5%)
thereafter, all calculated on a consolidated basis."
1.4. SECTION 5.4(c) OF THE AGREEMENT. SECTION 5.4(c) of the
Agreement is hereby deleted in its entirety as of the date hereof and the
following substituted therefor:
"(c) RISK-BASED CAPITAL RATIO. Borrower and each Subsidiary
Bank shall maintain a ratio of Total Capital to risk-weighted assets of not less
than nine and one-quarter percent (9.25%) from January __, 2001 through
September 30, 2001, and not less than ten percent (10%) thereafter."
1.5. SECTION 5.4(f) OF THE AGREEMENT. SECTION 5.4(f) of the
Agreement is hereby deleted in its entirety as of the date hereof and the
following substituted therefor:
"(f) MINIMUM TANGIBLE NET WORTH. Borrower shall maintain a
consolidated minimum Tangible Net Worth equal to at least $30,000,000 at all
times."
1.6. SECTION 5.11 OF THE AGREEMENT. SECTION 5.11 of the
Agreement is hereby deleted in its entirety as of the date hereof and the
following substituted therefor:
`SECTION 5.11. COLLATERAL. Borrower shall execute and deliver
to Lender a pledge agreement dated even date herewith, substantially in the form
of EXHIBIT B, with appropriate insertions (as the same may be amended from time
to time, herein called the "PLEDGE AGREEMENT"), pursuant to which Borrower shall
pledge to Lender all of the issued and outstanding shares of the capital stock
owned by Borrower (herein collectively called the "PLEDGED SHARES") of (a)
Rancho Santa Fe National Bank, located in Rancho Santa Fe, California and (b)
First Community Bank of the Desert ("FCBD"), located in Indian Xxxxx,
California. Within five (5) business days from January __, 2001, Borrower shall
deliver to Lender such stock certificate(s) evidencing its equity ownership
interest in FCBD, together with stock powers, duly executed, in blank, and a
legal opinion from Borrower's counsel as to the perfection, as a first priority
lien, of Lender's security interest in the stock of FCBD owned by Borrower.
Failure by Borrower to deliver such documents on or before January __, 2001
shall automatically constitute an Event of Default.'
1.7. SECTION 7.1(e) OF THE AGREEMENT. SECTION 7.1(e) of the
Agreement is hereby deleted in its entirety as of the date hereof and the
following substituted therefor:
"(e) Any guaranty of or pledge of collateral security for the
Loans shall be repudiated or become unenforceable or incapable of performance or
Borrower shall fail to pledge and deliver to Lender any share certificate of (i)
Rancho Santa Fe National Bank and (ii) First Community Bank of the Desert as
provided in SECTION 3(c) of the Pledge Agreement;"
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1.8. EXHIBIT A OF THE AGREEMENT. EXHIBIT A of the Agreement is
hereby amended as of the date hereof to be in the form of EXHIBIT A hereto.
2. AMENDMENT TO THE PLEDGE AGREEMENT.
2.1. SECTION 1 OF THE PLEDGE AGREEMENT. The definition of
"PLEDGED SHARES" in SECTION 1 of the Pledge Agreement is hereby deleted in its
entirety as of the date hereof and the following substituted therefor:
` "PLEDGED SHARES" shall mean 100% of the issued and
outstanding shares of capital stock of (a) Rancho Santa Fe National Bank and (b)
First Community Bank of the Desert held by the Pledgor or (c) otherwise held
from time to time by the Pledgor.'
3. WARRANTIES. To induce the Lender to enter into this Amendment, the Borrower
warrants that:
3.1. AUTHORIZATION. The Borrower is duly authorized to execute
and deliver this Amendment and the Replacement Note (as hereinafter defined) and
is and will continue to be duly authorized to borrow monies under the Agreement,
as amended hereby, and to perform its obligations under the Agreement, as
amended hereby, the Pledge Agreement, as amended hereby and the Replacement
Note.
3.2. NO CONFLICTS. The execution and delivery of this
Amendment and the Replacement Note, and the performance by the Borrower of its
obligations under the Agreement, as amended hereby, the Pledge Agreement, as
amended hereby and the Replacement Note, do not and will not conflict with any
provision of law or of the charter or by-laws of the Borrower or of any
agreement binding upon the Borrower.
3.3. VALIDITY AND BINDING EFFECT. The Agreement, as amended
hereby, the Pledge Agreement, as amended hereby are, and the Replacement Note
when duly executed and delivered will be, legal, valid and binding obligations
of the Borrower, enforceable against the Borrower in accordance with their
terms, except as enforceability may be limited by bankruptcy, insolvency or
other similar laws of general application affecting the enforcement of
creditors' rights or by general principles of equity limiting the availability
of equitable remedies.
3.4. NO AMENDMENTS. There have been no amendments to the
Articles of Incorporation or by-laws of the Borrower since June 26, 2000 and
they are in full force and effect.
4. CONDITIONS PRECEDENT TO AMENDMENTS. The amendments contemplated by SECTION 1
hereof are subject to the satisfaction of each of the following conditions
precedent:
4.1. DOCUMENTATION. The Borrower shall have delivered to the
Lender all of the following, each duly executed and, except for the Replacement
Note, dated the date hereof or other date satisfactory to the Lender, in form
and substance satisfactory to the Lender:
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(a) REPLACEMENT NOTE. A promissory note of the Borrower (the
"REPLACEMENT NOTE"), substantially in the form set forth as EXHIBIT A hereto.
Upon receipt of the Replacement Note, the Lender will: (i)
record the aggregate unpaid principal amount of the Revolving Credit Note dated
June 26, 2000 (the "ORIGINAL NOTE") issued under the Agreement in its records
or, at its option, on the schedule attached to the Replacement Note as the
aggregate unpaid principal amount of the Replacement Note; (ii) xxxx the
Original Note as replaced by the Replacement Note; and (iii) return the Original
Note to the Borrower upon the Borrower's request. Thereafter, all references in
the Agreement and in any and all instruments or documents provided for therein
or delivered or to be delivered thereunder or in connection therewith to the
Original Note shall be deemed references to the Replacement Note. The
replacement of the Original Note with the Replacement Note shall not be
construed to deem paid or forgiven the unpaid principal amount of, or unpaid
accrued interest on, the Original Note outstanding at the time of replacement.
(b) RESOLUTIONS. A copy, duly certified by the secretary or an
assistant secretary of the Borrower, of (i) resolutions of the Borrower's Board
of Directors authorizing or ratifying the execution and delivery of this
Amendment and the Replacement Note, authorizing the borrowings under the
Agreement, as amended hereby, and the pledge of the Pledged Shares; (ii) all
documents evidencing other necessary corporate action; and (iii) all approvals
or consents, if any, with respect to this Amendment and the Replacement Note.
(c) INCUMBENCY CERTIFICATE. A certificate of the secretary or
an assistant secretary of the Borrower certifying the names of the Borrower's
officers authorized to sign this Amendment, the Replacement Note and all other
documents or certificates to be delivered hereunder, together with the true
signatures of such officers.
(d) OPINION. An opinion of counsel to the Borrower, addressed
to the Lender, in substantially the form of EXHIBIT B hereto.
(e) CERTIFICATE. A certificate of the president or chief
financial officer of the Borrower as to the matters set out in SECTIONS 4.2 and
4.3 hereof.
(f) EVIDENCE OF ACQUISITION OF PROFESSIONAL BANCORP. A
certificate by the Borrower certifying that its acquisition of Professional
Bancorp, located in Santa Monica, California, will be completed concurrently
with the funding by the Lender under the Agreement, as amended hereby, and with
funding by other sources (the "PB ACQUISITION").
(g) AMENDMENT OF FINANCING STATEMENTS. A duly executed UCC-2
financing statement amending existing financing statements and such other
documents and actions as may be necessary to establish and perfect the Lender's
security interest in the Pledged Shares.
(h) PROCEEDS. The proceeds of the initial loan after giving
effect to this Amendment will be used in connection with the PB Acquisition.
(i) OTHER. Such other documents as the Lender may reasonably
request.
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4.2. NO DEFAULT. No Event of Default or Unmatured Event of
Default under the Agreement shall have occurred and be continuing.
4.3. WARRANTIES. The warranties in SECTION 4 of the Agreement
and in SECTION 3 of this Amendment shall be true and correct as though made on
such date, except for such changes as are specifically permitted under the
Agreement.
5. GENERAL.
5.1. EXPENSES. The Borrower agrees to pay the Lender upon
demand for all reasonable expenses, including reasonable attorneys' and legal
assistants' fees (which attorneys and legal assistants may be employees of the
Lender), incurred by the Lender in connection with the preparation, negotiation
and execution of this Amendment, the Replacement Note and any document required
to be furnished therewith.
5.2. LAW. THIS AMENDMENT AND THE REPLACEMENT NOTE SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
ILLINOIS.
5.3. SUCCESSORS. This Amendment shall be binding upon the
Borrower and the Lender and their respective successors and assigns, and shall
inure to the benefit of the Borrower and the Lender and the successors and
assigns of the Lender.
5.4. CONFIRMATION OF THE AGREEMENT. The Agreement, as amended
hereby, shall remain in full force and effect and is hereby ratified and
confirmed in all respects.
5.5. REFERENCES TO THE AGREEMENT. Each reference in the
Agreement and the Pledge Agreement to "this Agreement," "hereunder," "hereof,"
or words of similar import in instruments or documents provided for in the
Agreement and in the Pledge Agreement or delivered or to be delivered thereunder
or in connection therewith, shall, except where the context otherwise requires,
be deemed, respectively, a reference to the Agreement and the Pledge Agreement
as amended hereby.
5.6. COUNTERPARTS. This Amendment may be executed in any
number of counterparts, each of which shall be deemed to be an original and all
of which, taken together, shall constitute but one and the same Amendment.
[SIGNATURE PAGE FOLLOWS.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed at Chicago, Illinois by their respective officers thereunto duly
authorized as of the date first written above.
FIRST COMMUNITY BANCORP
By:
--------------------------------
Title
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THE NORTHERN TRUST COMPANY
By:
--------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title Vice President
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EXHIBIT A
REVOLVING CREDIT NOTE
$10,000,000
Chicago, Illinois
January __, 2001
FOR VALUE RECEIVED, on or before the Maturity Date (as such term is
defined in the Credit Agreement (as hereinafter defined)), FIRST COMMUNITY
BANCORP, a California corporation (the "BORROWER"), promises to pay to the order
of THE NORTHERN TRUST COMPANY, an Illinois banking corporation (hereafter,
together with any subsequent holder hereof, called the "LENDER"), at its main
banking office at 00 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or at such
other place as the Lender may direct, the aggregate unpaid principal balance of
each advance (a "LOAN" and collectively the "LOANS") made by the Lender to the
Borrower under this Note. The total principal amount of Loans outstanding at any
one time under this Note will not exceed TEN MILLION UNITED STATES DOLLARS
($10,000,000).
The Lender is hereby authorized by the Borrower at any time and from
time to time at the Lender's sole option to attach a schedule (grid) to this
Note and to endorse thereon notations with respect to each Loan specifying the
date and principal amount thereof, and the date and amount of each payment of
principal and interest made by the Borrower with respect to each such Loan. The
Lender's endorsements as well as its records relating to Loans is rebuttably
presumptive evidence of the outstanding principal and interest on the Loans,
and, in the event of inconsistency, will prevail over any records of the
Borrower and any written confirmations of Loans given by the Borrower.
The Borrower agrees to pay interest on the unpaid principal amount from
time to time outstanding under this Note on the dates and at the rate or rates
as set forth in the Credit Agreement.
Payments of both principal and interest are to be made in immediately
available funds in lawful money of the United States of America.
This Note evidences indebtedness incurred under a Revolving Credit
Agreement dated as of June 26, 2000 (as amended, restated, renewed or replaced,
the "CREDIT AGREEMENT") between the Borrower and the Lender, to which Credit
Agreement reference is hereby made for a statement of its terms and provisions,
including without limitation those under which this Note may be paid prior to
its due date or have its due date accelerated. Capitalized terms not otherwise
defined herein have the same meaning herein as in the Credit Agreement.
This Note and any document or instrument executed in connection with
this Note are governed by and construed in accordance with the internal law of
the State of Illinois, and are deemed to have been executed in the State of
Illinois. This Note binds the Borrower, its successors and assigns, and inures
to the benefit of the Lender, its successors and assigns, except
that the Borrower may not transfer or assign any of its rights or interest under
this Note without the prior written consent of the Lender.
The Borrower agrees to pay upon demand all expenses (including without
limitation attorneys' fees, legal costs and expenses, and time charges of
attorneys who may be employees of the Lender, in each case whether in or out of
court, in original or appellate proceedings or in bankruptcy) incurred or paid
by the Lender or any holder hereof in connection with the enforcement or
preservation of its rights hereunder or under any document or instrument
executed in connection herewith. The Borrower expressly and irrevocably waives
presentment, protest, demand and notice of any kind in connection herewith.
This Note is secured by the property described in the Pledge Agreement
(as such term is defined in the Credit Agreement), to which reference is made
for a description of the collateral provided thereby and the rights of the
Lender and the Borrower in respect of such collateral.
This Note is a restatement of the indebtedness evidenced by, and is a
replacement of, that certain Revolving Credit Note of the undersigned dated June
26, 2000 in the face principal amount of $5,000,000 payable to the order of the
Lender, and nothing contained herein or in the First Amendment dated as of
January __, 2001 to the Credit Agreement referred to above shall be construed to
deem paid or forgiven the unpaid principal amount of, or unpaid accrued interest
on, said Revolving Credit Note outstanding at the time of its replacement by
this Note, or to release or otherwise adversely affect any lien, mortgage or
security interest securing such indebtedness or any rights of the Lender against
any guarantor, surety or other party primarily or secondarily liable for such
indebtedness.
FIRST COMMUNITY BANCORP
By:
----------------------------
Title:
---------------------------
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EXHIBIT B
FORM OF OPINION OF COUNSEL
TO THE BORROWER
The Northern Trust Company
00 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Correspondent Services Division
Ladies and Gentlemen:
We have acted as counsel for First Community Bancorp (the "BORROWER")
in connection with the authorization, execution and delivery of the First
Amendment dated as of January ___, 2001 (the "AMENDMENT") to the Revolving
Credit Agreement dated as of June 26, 2000 (the "AGREEMENT") and the Pledge
Agreement dated as of June 26, 2000 (the "PLEDGE AGREEMENT"), as amended,
entered into between the Borrower and The Northern Trust Company (the "LENDER"),
and the Revolving Credit Note referred to therein (the Amendment and the
Revolving Credit Note shall collectively be called the "LOAN DOCUMENTS"). Unless
otherwise defined herein, capitalized terms used herein shall have the
respective meanings assigned to such terms in the Amendment.
We have reviewed the corporate proceedings of the Borrower in
connection with the authorization, execution, and delivery of the Loan
Documents. We have examined originals (or copies certified to our satisfaction)
of such records of the Borrower and its Subsidiaries and such other instruments
and certificates of public officials, officers and representatives of the
Borrower and its Subsidiaries, and such other persons, as we have deemed
appropriate as a basis for the opinions hereinafter expressed. We have relied on
the accuracy of the facts set forth in such records, instruments and
certificates. In particular, in respect of the opinion expressed in paragraph
(1) below concerning qualification to transact business, we have relied on
officers of the Borrower as to those matters of fact, including the
jurisdictions in which the Borrower and its Subsidiaries conduct business
activities or own or lease property, that we deemed relevant to such opinion.
On the basis of the foregoing and of such investigations of law as we
have deemed appropriate, it is our opinion as follows:
1. The Borrower is a corporation duly formed and validly existing under
the laws of the State of California, is in good standing therein, and is duly
qualified or licensed to transact business in all places where failure to do so
might have a material adverse effect on the financial condition, prospects or
business of the Borrower. The Borrower has power to execute and deliver the Loan
Documents and to incur and perform its obligations thereunder. The Borrower is a
bank holding company duly registered with the Board of Governors of the Federal
Reserve
System under the Bank Holding Company Act of 1956, as amended. Each "SUBSIDIARY
BANK" is either a national banking association duly formed and is validly
existing under the laws of the United States or a state banking corporation duly
formed and is validly existing under the laws of the state of its incorporation,
and in each case is in good standing therein and is duly qualified or licensed
to transact business in all places where failure to do so might have a material
adverse effect on the financial condition, prospects or business of such
Subsidiary Bank. Each Subsidiary of the Borrower which is not a Subsidiary Bank
is a corporation which has been duly formed and is validly existing under the
laws of its state of incorporation, is in good standing therein and is duly
qualified or licensed to transact business in all places where failure to do so
might have a material adverse effect on the financial condition, prospects or
business of such Subsidiary.
2. The execution, delivery and performance by the Borrower of the Loan
Documents and the documents in connection with the PB Acquisition (the "PB
ACQUISITION DOCUMENTS") and the transactions contemplated thereby have been duly
authorized by all necessary action on the part of the Borrower and, if required,
its shareholders, and will not violate any provision of law or regulation, writ,
order or judgment or of the Borrower's articles of incorporation or bylaws, as
applicable, or result in the breach of or constitute a default or require a
consent under any indenture or other agreement or instrument known to us after
due inquiry to which the Borrower or any Subsidiary is a party or by which the
Borrower or its property, or any Subsidiary or its property, may be bound or
affected.
3. The Loan Documents have been duly executed and delivered by the
Borrower and constitute the legal, valid and binding obligations of the Borrower
enforceable in accordance with their terms (subject to limitations as to
enforceability which might result from bankruptcy, insolvency, or other similar
laws affecting creditors' rights generally, and from the discretionary nature of
equitable remedies).
4. We have no knowledge, after due inquiry of the Borrower and its
Subsidiaries, of any suits or proceedings pending, or to the knowledge of the
Borrower or any Subsidiary threatened against or affecting the Borrower or any
Subsidiary which, if adversely determined, would have a material adverse effect
on the financial condition, prospects or business of the Borrower and its
Subsidiaries on a consolidated basis.
5. All filings or registrations with, and any licenses, consents,
authorizations and approvals of, any governmental agency, authority or court
necessary in connection with the execution, delivery and performance of the Loan
Documents and the PB Acquisition Documents have been obtained or made and are in
full force and effect.
6. The Borrower is in material compliance with all rules and
regulations of the Bank Holding Company Act, as amended, and with all existing
regulations of the Board of Governors of the Federal Reserve System relating to
bank holding companies.
7. The Borrower is not an "investment company" or a company
"controlled" by an "investment company," within the meaning of the Investment
Company Act of 1940, as amended.
8. The Borrower is not under investigation by, or operating under any
restrictions (applicable specifically to the Borrower) imposed by, any
regulatory authority.
9. The Pledge Agreement, as amended by the Amendment, creates a valid
security interest in the Borrower's right, title and interest in the
"COLLATERAL" referred to therein which secures the "LIABILITIES" referred to
therein. Upon delivery to the Lender of certificates evidencing any "PLEDGED
SHARES" referred to in the Pledge Agreement, such security interest in such
Pledged Shares shall constitute a duly perfected first priority lien on such
Pledged Shares.
Very truly yours,
The Northern Trust Company
00 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Re: First Amendment dated as of January __, 2001 (the "AMENDMENT")
to Revolving Credit Agreement dated as of June 26, 2000 (the
"AGREEMENT") and Pledge Agreement dated as of June 26, 2000,
between First Community Bancorp (the "BORROWER") and The
Northern Trust Company (the "LENDER")
Ladies and Gentlemen:
This certificate is being delivered to the Lender pursuant to SECTION 4.1(e) of
the Amendment. Terms used in this certificate which are defined in the Agreement
shall have the same meaning herein as therein.
In connection with the closing today of the Amendment, the undersigned officer
of the Borrower hereby certifies as follows:
1. No Event of Default or Unmatured Event of Default under the
Agreement has occurred and is continuing.
2. The warranties in SECTION 4 of the Agreement and in SECTION 3
of the Amendment are true and correct as of the date hereof as
though made on the date hereof, except for such changes as are
specifically permitted under the Agreement.
Very truly yours,
Dated January ___, 2001 FIRST COMMUNITY BANCORP
By:
-------------------------------
Title: [Insert "President" or
title of chief financial
officer, as applicable]
