Exhibit 10.2
FIRST AMENDMENT TO REVOLVING LOAN AGREEMENT AND
CANCELLATION OF PLEDGE AGREEMENT
This FIRST AMENDMENT TO REVOLVING LOAN AGREEMENT AND CANCELLATION OF PLEDGE
AGREEMENT dated as of August 1, 2005 (the "Amendment"), is executed by and
between COMMUNITY SHORES BANK CORPORATION, a Michigan corporation (the
"Borrower"), which has its chief executive office located at 0000 Xxxx Xxxxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, and LASALLE BANK NATIONAL ASSOCIATION, a
national banking association (the "Bank"), having an address of 000 Xxxxx
XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000.
RECITALS:
A. The Borrower and the Bank have previously entered into, among other
things, a Revolving Loan Agreement dated as of July 23, 2004 (the "Agreement"),
pursuant to which the Bank has made a Loan to the Borrower evidenced by that
certain Revolving Credit Note dated as of July 23, 2004 in the principal amount
of Five Million Dollars ($5,000,000), executed by the Borrower and made payable
to the order of the Bank, and secured by a Pledge and Security Agreement dated
as of July 23, 2004.
B. The Borrower and the Bank are agreeable to an extension of the maturity
date of the revolving facility, and certain other modifications to the
Agreement, all in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Borrower and the Bank hereby agree as follows:
AGREEMENTS:
1. RECITALS. The foregoing Recitals are hereby made a part of this
Amendment.
2. DEFINITIONS. Capitalized words and phrases used herein without
definition shall have the respective meanings ascribed to such words and phrases
in the Agreement.
3. AMENDMENTS TO THE AGREEMENT.
3.1. Maturity Date. Section 1 of the Agreement is hereby by deleting
the date "August 1, 2005" and substituting therefor the date "August 1,
2006".
3.2. Revolving Note. All references in the Agreement to the term
"Revolving Note" or "Revolving Credit Note" in the form of Exhibit A to the
Agreement shall be deemed to be references to the Replacement Revolving
Note of even date herewith in the form of Exhibit A attached hereto and
made a part hereof.
3.3. Interest Rate. The definition of "Interest Rate" set forth in
Section 3(b) of the Agreement is hereby amended by deleting the phrase
"minus 0.35%" and substituting therefor the phrase "minus 0.75%".
3.4. Interest Payments. Subsection 3(c)(i) of the Agreement is hereby
deleted and the following is substituted in lieu thereof:
"(i) interest shall be payable quarterly, in arrears, commencing on
November 1, 2005 and continuing on the first day of each February,
May, August, and November thereafter, on the unpaid principal balance
of the Loan outstanding from time to time;"
3.5. Negative Pledge - Subsidiary Shares. The following new negative
covenant is hereby added to Section 6 of the Agreement:
"(o) directly or indirectly create, assume, incur, suffer or
permit to exist any pledge, encumbrance, security interest,
assignment, lien or charge of any kind or character on the Subsidiary
Shares."
4. CANCELLATION OF PLEDGE AGREEMENT. The Pledge Agreement described in
Recital A of this Amendment is hereby cancelled.
5. REPRESENTATIONS AND WARRANTIES. To induce the Bank to enter into this
Amendment, the Borrower hereby certifies, represents and warrants to the Bank
that:
5.1. Authorization. The Borrower is duly authorized to execute and
deliver this Amendment 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. No consent of any
public authority or regulatory body or any other person or entity is
required as a condition to the validity or enforceability of this
Amendment.
5.2. No Conflicts. The execution and delivery of this Amendment and
the performance by the Borrower of its obligations under the Agreement, as
amended hereby, do not and will not conflict with any provision of law or
of the articles of incorporation or bylaws of the Borrower or of any
agreement binding upon the Borrower.
5.3. Validity and Binding Effect. The Agreement, as amended hereby, is
a legal, valid and binding obligation of the Borrower, enforceable against
the Borrower in accordance with its 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.
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5.4. Compliance with Agreement. The representations and warranties set
forth in Section 5 of the Agreement, as amended hereby, are true and
correct with the same effect as if such representations and warranties had
been made on the date hereof, with the exception that all references to the
financial statements shall mean the financial statements most recently
delivered to the Bank and except for such changes as are specifically
permitted under the Agreement. In addition, the Borrower has complied with
and is in compliance with all of the covenants set forth in the Agreement.
5.5. No Event of Default. As of the date hereof, no Default under
Section 8 of the Agreement, as amended hereby, or event or condition which,
with the giving of notice or the passage of time, or both, would constitute
a Default, has occurred or is continuing.
6. CONDITIONS PRECEDENT. This Amendment shall become effective as of the
date above first written after receipt by the Bank of the following:
(a) Amendment. This Amendment executed by the Borrower and the Bank.
(b) Replacement Revolving Note. A Replacement Revolving Note of even
date herewith in the principal amount of Five Million Dollars ($5,000,000),
executed by the Borrower and made payable to the order of the Bank,
substantially in the form of Exhibit A attached hereto.
(c) Other Documents. Such other documents, certificates and/or
opinions of counsel as the Bank may request.
7. GENERAL.
7.1. Governing Law; Severability. This Amendment shall be construed in
accordance with and governed by the laws of the State of Illinois. Wherever
possible each provision of the Agreement and this Amendment shall be
interpreted in such manner as to be effective and valid under applicable
law, but if any provision of the Agreement or this Amendment shall be
prohibited by or invalid under such law, such provision shall be
ineffective to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of
the Agreement and this Amendment.
7.2. Successors and Assigns. This Amendment shall be binding upon the
Borrower and the Bank and their respective successors and assigns, and
shall inure to the benefit of the Borrower and the Bank and the successors
and assigns of the Bank.
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7.3. Continuing Force and Effect of Loan Documents. Except as
specifically modified or amended by the terms of this Amendment, all other
terms and provisions of the Agreement and the other loan documents are
incorporated by reference herein, and in all respects shall continue in
full force and effect. The Borrower, by execution of this Amendment, hereby
reaffirms, assumes and binds itself to all of the obligations, duties,
rights, covenants, terms and conditions that are contained in the Agreement
and the other loan documents.
7.4. References to Agreement. Each reference in the Agreement to "this
Agreement", "hereunder", "hereof", or words of like import, and each
reference to the Agreement in any and all instruments or documents
delivered in connection therewith, shall be deemed to refer to the
Agreement as amended hereby.
7.5. Expenses. The Borrower shall pay all costs and expenses in
connection with the preparation of this Amendment and other related loan
documents, including, without limitation, reasonable attorneys' fees and
time charges of attorneys who may be employees of the Bank or any affiliate
or parent of the Bank.
7.6. Counterparts. This Amendment may be executed in any number of
counterparts, all of which shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
to Revolving Loan Agreement and Cancellation of Pledge Agreement as of the date
first above written.
COMMUNITY SHORES BANK CORPORATION, LASALLE BANK NATIONAL ASSOCIATION,
a Michigan corporation a national banking association
By: By:
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Its: Its:
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EXHIBIT A
REPLACEMENT REVOLVING NOTE
$5,000,000 Dated as of August 1, 2005
Due: August 1, 2006
FOR VALUE RECEIVED, COMMUNITY SHORES BANK CORPORATION, a Michigan
corporation (the "Maker"), promises to pay to the order of LASALLE BANK NATIONAL
ASSOCIATION (the "Bank") the lesser of the principal sum of Five Million Dollars
($5,000,000) or the aggregate unpaid principal amount outstanding under the
Agreement (as hereinafter defined) made available by the Bank to the Maker at
the maturity or maturities and in the amount or amounts as stated on the records
of the Bank together with interest (computed on actual days elapsed on the basis
of a 360 day year) on any and all principal amounts outstanding hereunder from
time to time from the date hereof until maturity. Interest shall be payable at
the rate of interest and the times set forth in the Revolving Loan Agreement
dated as of July 23, 2004 between Maker and the Bank, as amended from time to
time (the "Agreement"). In no event shall any principal amount have a maturity
later than August 1, 2006.
This Replacement Revolving Note ("Note") shall be available for direct
advances.
Principal and interest shall be paid to the Bank at its office at 000 Xxxxx
XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or at such other place as the holder of
this Note may designate in writing to the undersigned. This Note may be prepaid
in whole or in part as provided for in the Loan Agreement.
This Note evidences indebtedness incurred under the Agreement to which
reference is hereby made for a statement of the terms and conditions under which
the due date of the Note or any payment thereon may be accelerated. The holder
of this Note is entitled to all of the benefits and security provided for in the
Agreement.
The undersigned agrees that in any action or proceeding instituted to
collect or enforce collection of this Note, the amount endorsed by the Bank on
the reverse side of this Note shall be prima facie evidence of the unpaid
principal balance of this Note.
This Note is in substitution and replacement for, but not a repayment of,
that certain $5,000,000 Revolving Credit Note dated as of July 23, 2004 of the
Maker payable to the order of the Bank, and does not and shall not be deemed to
constitute a novation therefor.
IN WITNESS WHEREOF, the Maker has executed this Replacement Revolving Note
as of the date set forth above.
COMMUNITY SHORES BANK CORPORATION,
a Michigan corporation
By:
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Its:
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