AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT TO CREDIT AGREEMENT, dated effective as of January 22,
1998 (this "Amendment"), is by and between NATIONAL CITY BANCSHARES, INC.
(the "Borrower"), and NBD BANK ("NBD").
W I T N E S S E T H:
WHEREAS, the Borrower and NBD entered into that certain Credit
Agreement, dated as of December 22, 1997, as amended (as so amended, the
"Agreement");
WHEREAS, the parties hereto desire to amend the Agreement in certain
respects as hereinafter set forth;
NOW, THEREFORE, in consideration of the premises herein contained, and
for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. DEFINED TERMS. Capitalized terms used herein and not
otherwise defined herein shall have the meanings attributed to such terms in
the Agreement.
2. AMENDMENTS TO THE AGREEMENT.
2.1. The definition of "Revolving Credit Commitment" is hereby amended
to read in its entirety as follows:
"Revolving Credit Commitment" means the obligation of the Bank to make
Loans under the Revolving Credit not exceeding $45,000,000, as such
amount shall be reduced pursuant to Section 2.2.
2.2. Section 2.2 of the Agreement is hereby amended and restated in
its entirety as follows:
2.2 CLOSING FEE AND REDUCTION OF REVOLVING CREDIT COMMITMENT. (a)
The Borrower agrees to pay to the Bank an amendment fee equal to $5,000
concurrently with the execution of this Amendment. The Borrower acknowledges
that that fee has been earned by the Bank and that it is nonrefundable upon
payment. The Borrower may permanently reduce the Revolving Credit Commitment
in whole, or in part in integral multiples of $100,000, upon at least ten
Business Days' written notice to the Bank, which must specify the amount of
the reduction, but the amount of the Revolving Credit Commitment may not be
reduced below the outstanding principal amount of the Loans.
(b) The Revolving Credit Commitment shall be reduced to the
obligation of the Bank to make Loans under the Revolving Credit not exceeding
$10,000,000 no later than June 30, 1998. The Borrower shall prepay the Loans in
such amounts as shall be necessary so that the outstanding Obligations shall not
be in excess of the aggregate Revolving Credit Commitment, as reduced pursuant
to this Section 2.2(b).
3. CONDITIONS PRECEDENT. This Amendment shall become effective
as of the date first above written (the "Amendment Effective Date") upon the
receipt by the Bank of the following:
(i) Counterparts of this Amendment duly executed by the Borrower and
NBD Bank.
(ii) The Borrower shall have delivered to the Bank, in exchange for
the Revolving Credit Note heretofore delivered to the Bank
pursuant to Section 2.1 of the Agreement, a new Revolving Credit
Note, dated the date of the Note being exchanged, payable to the
Bank in a principal amount equal to the amount of the Revolving
Credit Commitment and otherwise duly completed, and such Note
shall constitute a Revolving Credit Note under the Agreement as
amended hereby. Such Note shall be in the form attached hereto
as exhibit A-1.
(iii) Such other documents as any Bank shall reasonably request.
(iv) Payment of the amendment fee set forth in Section 2.2(a).
4. REPRESENTATIONS AND WARRANTIES. In order to induce the Bank to
enter into this Amendment, the Borrower represents and warrants that:
4.1. The execution, delivery and performance by the Borrower of
this Amendment are within its corporate powers, have been duly authorized by
all necessary corporate action and are not in contravention of any law, rule
or regulation, or any judgment, decree, writ, injunction, order or award of
any arbitrator, court or governmental authority, or of the terms of the
Borrower's charter or by-laws, or of any contract or undertaking to which the
Borrower is a party or by which the Borrower or its property is or may be
bound or affected.
4.2. This Amendment is the legal, valid and binding obligation of
the Borrower, enforceable against the Borrower in accordance with its terms.
4.3. No consent, approval or authorization of or declaration,
registration or filing with any governmental authority or any nongovernmental
person or entity, including, without limitation, any creditor or stockholder
of the Borrower, is required on the part of the Borrower in connection with
the execution, delivery and performance of this Amendment or the transactions
contemplated hereby or as a condition to the legality, validity or
enforceability of this Amendment.
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4.4. After giving effect to the amendments contained herein, the
representations and warranties contained in Article V of the Agreement are
true on and as of the date hereof with the same force and effect as if made
on and as of the date hereof.
5. RATIFICATION. The Agreement, as respectively amended hereby,
shall remain in full force and effect and is hereby ratified, approved and
confirmed in all respects by the Borrower.
6. REFERENCE TO AGREEMENT. From and after the Amendment
Effective Date, each reference in the Agreement to "this Agreement",
"hereof", or "hereunder" or words of like import, and all references to the
Agreement in any and all agreements, instruments, documents, notes,
certificates and other writings of every kind and nature shall be deemed to
mean the Agreement, as the case may be, as respectively amended by this
Amendment.
7. EXECUTION IN COUNTERPARTS. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered as of the date first above written.
NATIONAL CITY BANCSHARES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxx
Its: Chairman
NBD BANK
By: /s/ Xxxxx X. Xxxx
--------------------------------
Xxxxx X. Xxxx
Its: Vice President
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EXHIBIT A-1
REVOLVING CREDIT NOTE
$45,000,000 Detroit, Michigan
January 22, 1998
For value received, on or before the Revolving Credit Termination
Date, or at such other maturity or maturities as are set forth in the Bank's
records, National City Bancshares, Inc. (the "Borrower ") promises to pay to
the order of NBD Bank (the "Bank"), at the Bank's principal office in the
State of Michigan, in lawful money of the United States of America and in
immediately available funds, the principal sum of FORTY FIVE MILLION AND
00/100 DOLLARS ($45,000,000), or such lesser amount as is indicated on the
Bank's records, together with interest computed on the balance from time to
time unpaid on the basis of the actual number of days elapsed in a year of
360 days at the rate(s) per annum determined from time to time pursuant to
the "Credit Agreement" as defined below and reflected on the Bank's records.
Interest on the unpaid principal amount is payable in accordance with the
terms of the Credit Agreement. The Borrower agrees to pay interest on
overdue principal from the date of demand or default until paid at the rate
which is three percent (3%) per annum in excess of the rate announced from
time to time by the Bank as its prime rate.
In no event may the interest rate exceed the maximum rate allowed by
law. Any interest which would for any reason be unlawful under applicable law
will be applied to principal.
Waiver: The Borrower and each endorser of this note and any other
party liable for the debt evidenced by this note severally waives demand,
presentment, notice of dishonor and protest of this note, and consents to any
extension or postponement of time of its payment without limit as to number
or period, to any substitution, exchange or release of all or any part of any
collateral securing this note, to the addition of any party, and to the
release, discharge, or suspension of any rights and remedies against any
person who is liable for the payment of this note. No delay on the part of
the holder in the exercise of any right or remedy waives that right or
remedy. No single or partial exercise by the holder of any right or remedy
precludes any future exercise of that right or remedy or the exercise of any
other right or remedy. No waiver or indulgence by the holder of any default
is effective unless it is in writing and signed by the holder, and a waiver
on one occasion does not bar or waive any right on any future occasion.
This note evidences a debt under the terms of a certain Credit
Agreement between the Bank and the Borrower contemporaneously dated, and any
amendments, (the "Credit
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Agreement"), which is incorporated by reference for additional terms,
including default and acceleration provisions.
WAIVER OF JURY TRIAL: The Borrower and the Bank waive trial by jury in
any judicial proceeding involving, directly or indirectly, any matter
(whether sounding in tort, contract or otherwise) in any way arising out of,
related to, or connected with any Loan or the relationship established under
it.
Address:
000 Xxxx Xxxxxx, X.X. Xxx 000 NATIONAL CITY BANCSHARES, INC.
Xxxxxxxxxx, Xxxxxxx 00000-0000
By:____________________________
Xxxxxxx X. Xxxxxxx
Its: Chairman
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