FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
Exhibit
4(d)
FIFTH
AMENDMENT TO
This
Fifth Amendment to Revolving Credit Agreement (the "Fifth Amendment") made
as of
this 26th
day of
December, 2005, by and between REPUBLIC
BANCORP, INC. ("Borrower")
and U.S.
BANK NATIONAL ASSOCIATION,
formerly known as Firstar Bank, National Association ("Bank").
W
I T N E S S E T H:
WHEREAS,
the Borrower and the Bank entered into a Revolving Credit Agreement dated as
of
December 29, 2000 (the “Credit Agreement”), as amended by a First Amendment to
Revolving Credit Agreement dated December 29, 2001 (the "First Amendment),
a
Second Amendment to Revolving Credit Agreement dated as of December 28, 2003,
a
Third Amendment to Revolving Credit Agreement dated as of December 27, 2003
(the
“Third Amendment”), and a Fourth Amendment to Revolving Credit Agreement dated
as of December 27, 2004 (the "Fourth Amendment") pursuant to which the Bank
extended credit to the Borrower as provided therein.
WHEREAS,
the Borrower and the Bank desire to further amend the Credit Agreement as
provided herein.
NOW,
THEREFORE, it is hereby agreed as follows:
1. Section
1.1(a) of the Revolving Credit Agreement is hereby amended in its entirety
as
follows:
| (a) |
“Revolving
Note Maturity Date”
means
December 25, 2006 or such earlier date on which the Note becomes
immediately due and payable pursuant to Article VI
hereof.
|
| 2. |
Section
2.1 of the Revolving Credit Agreement is hereby amended in its entirety
as
follows:
|
2.1 Revolving
Credit Facility.
From
time to time prior to the Revolving Note Maturity Date, the Borrower may borrow
from the Bank up to the aggregate principal amount outstanding at any one time
of up to $15,000,000. All revolving loans hereunder will be evidenced by a
single promissory note of the Borrower payable to the order of the Bank (the
“Note”).
Although the Note will be expressed to be payable in the full amount set forth
above, the Borrower will be obligated to pay only the amount of loans actually
disbursed hereunder, together with accrued interest on the outstanding balance
at the rates and on the dates specified therein and such other charges provided
for herein.
3. Section
4.16 of the Revolving Credit Agreement is hereby amended in its entirety as
follows:
Section
4.16 Republic
Bank Financial Condition Covenants.
All
covenant terms
in this
Section 4.16 shall
be defined
and determined from time to time by applicable bank regulatory authorities,
unless specifically
noted otherwise below:
(a)
Tier
1 Leverage Ratio.
Republic
Bank, a Subsidiary of the Borrower,
shall
maintain a minimum Tier
1
Leverage Ratio at the end of each quarter of not
less
than 5.0%.
(b)
Tier
1 Risk Based Capital Ratio.
Republic
Bank
shall
maintain a
minimum
Tier 1 Risk Based Capital Ratio at the end of each quarter of not less than
6.0%.
(c)
Total
Risk Based Capital Ratio. Republic
Bank
shall
maintain a
minimum
Total Risk Based Capital Ratio at the end of
each
quarter of not less than 10.0%.
4. The
“Revolving Credit Agreement" referred to in the Note shall hereinafter refer
to
the Revolving Credit Agreement as amended by this Fifth Amendment.
5. Except
as
expressly amended herein, all terms and conditions of the Revolving Credit
Agreement shall remain in full force and effect. This Fifth Amendment supercedes
the First Amendment, the Second Amendment, the Third Amendment and the Fourth
Amendment on the date hereof, and the Revolving Credit Agreement shall
hereinafter consist of the Revolving Credit Agreement dated December 29,
2000, as amended by this Fifth Amendment. Any waiver of any term and condition
of the Revolving Credit Agreement contained herein, of any previous waiver
by
the Bank of any term and condition contained in the Revolving Credit Agreement,
shall be strictly limited to such waiver, and shall not operate as a waiver
of
any other condition, term, or remedy of the Bank provided for in the Revolving
Credit Agreement or in this Fifth Amendment.
Executed
as of the date first above written.
REPUBLIC
BANCORP,
INC.
|
By:
/s/ Xxxxxx X. Xxxxxxxx
|
|
Name:
Xxxxxx X. Xxxxxxxx
|
|
Title:
CFO
|
U.S.
BANK NATIONAL
ASSOCIATION,
d/b/a Firstar Bank
|
By:
/s/ Xxx X. Xxxxx
|
|
Name:
Xxx
X. Xxxxx
|
|
Title:
Vice
President
|
