FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Exhibit 4
FIRST AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT
AMENDED AND RESTATED LOAN AGREEMENT
This First Amendment (this “Amendment”) to Amended and Restated Loan Agreement, effective as
of March 31, 2008 and signed as of April 8, 2008, is entered into between CORUS BANKSHARES, INC., a
Minnesota corporation (the “Borrower”) and LASALLE BANK NATIONAL ASSOCIATION (the “Bank”).
A. The parties have previously entered into an Amended and Restated Loan Agreement dated as of
February 28, 2007 (collectively, with all amendments thereto, the “Agreement”).
B. The Borrower and Bank have agreed to amend the Agreement in certain respects and the
parties hereto wish to set forth their understanding in this Amendment.
NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. All capitalized terms used herein without definition shall have the meaning given such
terms in the Agreement.
2. Paragraph 1 of the Agreement is deleted in its entirety and in lieu thereof is inserted the
following:
1. | Commitment of the Bank. |
The Bank agrees to extend a Revolving Loan to the Borrower in the principal
amount of up to FIFTY MILLION DOLLARS ($50,000,000) (the “Revolving Loan”). The
Revolving Loan will be evidenced by the Note (as such term is defined below), and
secured by the Pledge Agreement (as such term is defined below) in accordance with
terms and subject to the conditions set forth in this Agreement, the Note and the
Pledge Agreement.
3. The first sentence of Paragaph 3 is deleted in its entirety and in lieu thereof is inserted
the following:
The Loans shall be evidenced by an Amended and Restated Revolving Note (the
“Revolving Note”), executed by the Borrower in the principal amount of $50,000,000
and shall be in the form set forth in Exhibit A hereto (the Revolving Note
is sometimes hereafter referred to as the “Note”). All references to the “Revolving
Note” or “Note” in the Agreement shall hereafter be deemed to refer to the Amended
and Restated Revolving Note attached to the Amendment as Exhibit A.
4. Paragraph 4 of the Agreement is hereby deleted in its entirety, effective on the date
hereof.
5. In order to induce the Bank to execute and deliver this Amendment, Borrower hereby
represents to the Bank that as of the date hereof and as of the time that this Amendment becomes
effective, as follows:
(a) it has all necessary power and authority to execute and deliver this Amendment and
perform its obligations hereunder;
(b) this Amendment and the Agreement, as amended hereby, constitute the legal, valid
and binding obligations of Borrower and are enforceable against Borrower in accordance with
their terms;
(c) each of the representations and warranties set forth in Section 5 of the Agreement
is, and shall be and remain, true and correct;
(d) Borrower is, and shall be and remain, in full compliance with all of the terms and
conditions of the Agreement and other loan documents, and except as disclosed to the Bank in
writing, no event of default has occurred under the Agreement or any document in connection
therewith; and
(e) after giving effect to this Amendment, no fact or circumstance exists which with
the lapse of time, the giving of notice or both would constitute an event of default under
the Agreement.
6. This Amendment shall be effective as of the date hereof but only when the Bank shall have
received:
(a) | this Amendment which has been signed by the Borrower and the Bank; |
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(b) | the executed Amended and Restated Revolving Note dated as of
March 31, 2008 in the original principal amount of $50,000,000.00; and |
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(c) | such other documents as the Bank deems reasonably necessary. |
7. Borrower expressly acknowledges and agrees that all collateral, security interests, liens,
pledges, and mortgages heretofore, under this Amendment, or hereafter granted to Bank, including,
without limitation, such collateral, security interests, liens, pledges and mortgages granted under
the Agreement, the Pledge Agreement, and all other supplements to the Agreement and the Pledge
Agreement, extend to and cover all of the obligations of Borrower to Bank, now existing or
hereafter arising including, without limitation, those arising in connection with the Agreement, as
amended by this Amendment, upon the terms set forth in such agreements, all of which security
interests, liens, pledges, and mortgages are hereby ratified, reaffirmed, confirmed and approved.
8. The parties hereto acknowledge and agree that the terms and provisions of this Amendment
amend, add to and constitute a part of the Agreement. Except as expressly modified and amended by
the terms of this Amendment, all of the other terms and conditions of the Agreement and all
documents executed in connection therewith or referred to or incorporated therein remain in full
force and effect and are hereby ratified, reaffirmed, confirmed and approved.
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9. If there is an express conflict between the terms of this Amendment and the terms of the
Agreement, or any of the other agreements or documents executed in connection therewith or referred
to or incorporated therein, the terms of this Amendment shall govern and control.
10. This Amendment may be executed in one or more counterparts, each of which shall be deemed
to be an original.
11. This Amendment was executed an delivered in Chicago, Illinois and shall be governed by and
construed in accordance with the internal laws (as opposed to conflicts of law provisions) of the
State of Illinois.
IN WITNESS WHEREOF, this Amendment has been signed as of April 8, 2008 and is effective as of
March 31, 2008.
CORUS BANKSHARES, INC. | ||||||
By: Its: |
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LASALLE BANK NATIONAL ASSOCIATION | ||||||
By: | ||||||
Its: | ||||||
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EXHIBIT A
AMENDED AND RESTATED
REVOLVING NOTE
REVOLVING NOTE
$50,000,000.00 | Date: as of March 31, 2008 |
On February 28, 2010, for value received, CORUS BANKSHARES, INC., a Minnesota corporation (the
“Maker”), hereby promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION (the “Payee”)
the principal sum of FIFTY MILLION and 00/100 DOLLARS ($50,000,000.00), together with interest
computed on the actual number of days elapsed on the basis of a 360 day year, on any and all
principal amounts remaining unpaid hereunder from time to time outstanding from June 30, 2008 and
continuing on the last day of each September, December, March and June thereafter. A final payment
of outstanding principal and interest will be due and payable on February 28, 2010.
Any amount of interest or principal hereof which is not paid when due, whether at stated
maturity, by acceleration, or otherwise, shall bear interest payable on demand at an interest rate
per annum equal at all times to two percent (2%) above the interest rate on this Amended and
Restated Revolving Note (the “Revolving Note”).
All payments hereunder shall be applied first to interest then due on the unpaid principal
balance at the rate herein specified and then to principal. All payments of principal and interest
on this Revolving Note shall be payable in lawful money of the United States of America.
Principal and interest shall be paid to the Payee at its office at 000 Xxxxx XxXxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxx, or at such other place as the holder of this Revolving Note may designate in
writing to the Maker.
This Revolving Note evidences indebtedness incurred under that certain Amended and Restated
Loan Agreement dated as of February 28, 2007 (as amended from time to time, the “Loan Agreement”)
between the Maker and the Payee, to which reference is hereby made. This Revolving Note is
entitled to all of the benefits provided in the Loan Agreement. The terms of the Loan Agreement
are incorporated herein by reference. This Revolving Note may be declared due as provided in the
Loan Agreement.
In the event of default, any indebtedness due from the holder may be set off and applied
against this Revolving Note, whether due or not. The Maker also agrees to pay all costs of
collection, including court costs and reasonable attorneys, fees incurred by the holder.
This Revolving Note replaces that certain Revolving Note in the original principal amount of
$150,000,000, dated February 28, 2007, and does not constitute payment thereof or a novation
therefor.
CORUS BANKSHARES, INC. | ||||||
By: Its: |
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