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EXHIBIT 10.4
THIRD ADMENDMENT TO LOAN AGREEMENT
THIS THIRD AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made as of
February 27, 1997, by and between FIRST WESTERN BANCORP, INC.(the "BORROWER" and
PNC BANK,NATIONAL ASSOCIATION (the "BANK").
WITNESSETH:
WHEREAS, the Borrower has executed and delivered to the Bank (or a
predecessor which is now known by the Bank's name as set forth above), a note
dated November 29, 1990, in the original principal amount of Ten Million and
no/100 Dollars ($10,000,000.00)(the "NOTE"), pursuant to a loan agreement dated
November 29, 1990 (the "AGREEMENT"), to evidence the Borrower's indebtedness to
the Bank for a certain loan (the "LOAN");
WHEREAS, the Borrower and the Bank amended the Agreement on two prior
occasions by executing a certain Amendment to Loan Agreement dated September 30,
1992 and a certain Second Amendment to Loan Agreement and Amendment to Note
dated June 24, 1994;
WHEREAS, the Borrower and the Bank desire to amend the Agreement as
provided for below;
NOW, THEREFORE, in consideration of the mutual convenants herein contained
and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Agreement is amended as set forth in Exhibit A attached hereto and
made a part hereof. Any and all references to the Agreement in any document,
instrument or certificate evidencing, securing or otherwise delivered in
connection with the Loan shall be deemed to refer to the Agreement as amended
hereby. Any initially capitalized terms used in this Amendment without
definition shall have the meanings assigned to those terms in the Agreement.
2. This Amendment is deemed incorporated into the Agreement. To the extent
that any term or provision of this Amendment is or may be deemed expressly
inconsistent with any term or provision in the Agreement, the terms and
provisions hereof shall control.
3. The Borrower hereby represents and warrants that (a) all of its
representations and warranties in the Agreement are true and correct, (b) no
default or Event of Default exists under the Agreement, and (c) this Amendment
has been duly authorized, executed and delivered and constitutes the legal,
valid and binding obligation of the Borrower, enforceable in accordance with its
terms.
4. This Amendment may be signed in any number of counterpart copies and by
the parties hereto on separate counterparts, but all such copies shall
constitute one and the same instrument.
5. This Amendment will be binding upon and inure to the benefit of the
Borrower and the Bank and their respective heirs, executors, administrators,
successors, and assigns.
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6. Except as amended hereby, the terms and provisions of the Note and the
Agreement remain unchanged and in full force and effect. Except as expressly
provided herein, this Amendment shall not constitute an amendment, waiver,
consent or release with respect to any provision of the Note or the Agreement, a
waiver of any default or Event of Default thereunder, or a waiver or release of
any of the Bank's rights and remedies (all of which are hereby reserved). THE
BORROWER EXPRESSLY RATIFIES AND CONFIRMS THE WAIVER OF JURY TRIAL PROVISION.
WITNESS the due execution hereof as a document under seal, as of the date first
written above.
ATTEST: FIRST WESTERN BANCORP,INC.
/s/ XXX X. XXXXXXXX By: /s/ XXXXXX X. XXXXX
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(SEAL)
Print Name: XXX X. XXXXXXXX Print Name: XXXXXX X. XXXXX
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Vice President &
Ass't Secretary Title: Executive V/P-Chief Financial
Officer, Secretary & Treasurer
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PNC BANK,NATIONAL ASSOCIATION
BY: /s/ XXXXXXX XXXXXXXX
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(SEAL)
Print Name: XXXXXXX XXXXXXXX
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Title: Vice President
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EXHIBIT "A" TO
THIRD AMENDMENT TO LOAN AGREEMENT
1. The term "Applicable Margin" in subsection 1.1 of the Agreement is
hereby amended in its entirety to read as follows:
"Applicable Margin" means:
(a) as to the Prime Rate Loan, 0%;
(b) as to the Negotiated Rate Loan, 1 1/4%;
(c) as to the Eurodollar Rate Loan, 1 1/4%.
2. Subsection b of section 4.14 of the Agreement entitled Ratio Convenants
is hereby amended in its entirety to read as follows:
"(b) borrower will maintain at all times (i) a ratio of Borrower Term
Debt to Total Capitalization of not more than .3 to 1, and (ii) a ratio
of its equity investment in and advances to its subsidiaries, less good
will, to tangible net worth, of not more than 1.25 to 1; provided;
however, if borrower cannot maintain such ratio, Borrower will not
create, incur or assume any additional indebtedness without the prior
written consent of the Bank; provided, further, that for the purpose of
subsection 4.14(b)(ii) to the extent that funds movement between
Borrower and non-bank subsidiaries is unrestricted, equity investments
and advances to non-bank subsidiaries shall be excluded from the
determination of such ratio."
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