EXHIBIT 10.19
THIRD AMENDMENT TO CREDIT AGREEMENT
Xxxxxx Trust and Savings Bank
Chicago, Illinois
Ladies and Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of
November 30, 2001 (the Credit Agreement, as the same has been amended prior to
the date hereof, being referred to herein as the "Credit Agreement"), between
the undersigned, MAF Bancorp, Inc., a Delaware corporation (the "Company") and
you (the "Lender"). All capitalized terms used herein without definition shall
have the same meanings herein as such terms have in the Credit Agreement.
The Company has requested the Lender amend the Credit Agreement by (a)
extending the Revolving Credit Termination Date, (b) make an additional term
loan advance, (c) amend certain financial performance covenants, and (d) amend
certain other provisions of the Credit Agreement, and the Lender is willing to
do so under the terms and conditions set forth in this agreement (herein, the
"Amendment").
1. AMENDMENTS.
Upon satisfaction of the conditions precedent set forth in Section 2 below,
the Credit Agreement shall be and hereby is amended as follows:
1.1. Section 1.4 of the Credit Agreement (Term Credit) is hereby
amended and restated in its entirety to read as follows:
Section 1.4. Term Credit. As of November 1, 2004, the Company is
indebted to the Lender in the principal amount of $45,000,000 pursuant
to that certain Term Note of the Company dated November 30, 2001,
issued in the original principal amount of $55,000,000 (the "Prior
Term Note"). The Company acknowledges and agrees that the outstanding
amount on the Prior Term Note is owing to the Lender without defense,
offset or counterclaim. Subject to the terms and conditions hereof,
the Lender agrees to make an additional term loan advance to the
Company in the principal amount of $25,000,000 (the "Additional Term
Loan"), which shall be advanced in a single borrowing on or before
November 5, 2004, at which time the commitment of the Lender to make
the Additional Term Loan shall expire. The Additional Term Loan shall
be applied by the Company to fund a portion of the Chesterfield
Acquisition, and other valid business purposes. The Additional Term
Loan, together with the aggregate principal balance of the Prior Term
Note, shall be combined into a single term loan so that all such
indebtedness from and after
November 1, 2004, shall be evidenced by a single promissory note of
the Company in the form attached hereto (with appropriate insertions)
as Exhibit B, payable to the order of the Lender in the principal
amount of $70,000,000 (herein, "Term Note", and the aggregate
principal amount of loans evidenced thereby being referred to herein
as the "Term Loan"). The Term Note is being issued in substitution and
replacement for, and shall evidence the indebtedness heretofore
evidenced by, the Prior Term Note, as well as the Additional Term Loan
made hereunder. The Term Note shall be dated the date of issuance
thereof and be expressed to bear interest as set forth in Section 2
hereof. The Company hereby promises to make principal payments on the
Term Note in installments on the dates set forth in column A below
each in an amount equal to the amount set forth in column B below
opposite the relevant due date:
The Company hereby agrees to repay the balance of the Term Loan
in the amounts and on the dates set forth below:
A B
SCHEDULED PRINCIPAL
PAYMENT DATE PAYMENT ON TERM NOTE
12/31/2005 $7,000,000
12/31/2006 $7,000,000
12/31/2007 $7,000,000
12/31/2008 $7,000,000
12/31/2009 $7,000,000
12/31/2010 $7,000,000
12/31/2011 $28,000,000 or such lesser amount
representing the remaining principal
balance of the Term Loan
1.2. The definition of "Term Credit Commitment" appearing in Section
4.1 of the Credit Agreement is hereby deleted, and the definitions of
"Applicable LIBOR Margin" and "Revolving Credit Termination Date" appearing
in Section 4.1 of the Credit Agreement (Definitions) shall each be amended
and restated in their entirety to read as follows:
"Applicable LIBOR Margin" means (i) with respect to the Revolving
Credit Loans, 0.95% and (ii) with respect to the Term Loans, 1.10%.
"Revolving Credit Termination Date" means October 31, 2005, or
such earlier date on which the Revolving Credit Commitment is
terminated in whole pursuant to Section 3.3, 3.4, 8.2, or 8.3 hereof.
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1.3. Section 4.1 of the Credit Agreement (Definitions) shall be
amended by adding the following definition of "Chesterfield Acquisition" to
read as follows:
"Chesterfield Acquisition" means the acquisition by the Company
of Chesterfield Financial Corporation and its subsidiaries pursuant to
the Agreement and Plan of Merger by and among the Company, Classic
Acquisition Corp., a Delaware corporation, and Chesterfield Financial
Corp., a Delaware corporation, dated as of June 5, 2004.
1.4. Subsection (ii) of Section 5.4 of the Credit Agreement (Use of
Proceeds) is hereby amended and restated in its entirety to read as
follows:
(ii) the Term Loan, to finance the Mid Town Bancorp Acquisition
and to refinance existing indebtedness owing by the Company to the
Lender and, with respect to the Additional Term Loan portion thereof,
to finance a portion of the Chesterfield Acquisition.
1.5. Section 7.9 of the Credit Agreement (Adjusted Net Worth) is
hereby amended and restated in its entirety to read as follows:
Section 7.9. Adjusted Net Worth. The Company shall, as of the
last day of each fiscal quarter of the Company, maintain Adjusted Net
Worth of the Company and its Subsidiaries determined on a consolidated
basis in an amount not less than $475,000,000.
1.6. Exhibit B to the Credit Agreement is hereby amended and restated
in its entirety to read as Exhibit B attached hereto.
1.7. Upon the effectiveness of the Chesterfield Acquisition,
Schedule 5.2 of the Credit Agreement is hereby amended and restated to
read as set forth on Schedule 5.2 attached hereto and made a part
hereof.
2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
2.1. The Company and the Lender shall have executed and delivered this
Amendment, and the Company shall have executed and delivered a replacement
Term Note to the Bank in the form attached hereto as Exhibit B.
2.2. The Lender shall have received certified copies of resolutions
adopted by the Board of Directors of the Company authorizing the execution
and delivery of this Amendment and the replacement Term Note, together with
a current incumbency
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certificate containing the name, title, and genuine signature of its
authorized officers, in each case certified to by its Corporate Secretary
and in form and substance acceptable to the Lender.
2.3. Legal matters incident to the execution and delivery of this
Amendment shall be satisfactory to the Lender and its counsel; and the
Lender shall have received the favorable written opinion of counsel for the
Borrower in form and substance satisfactory to the Lender and its counsel.
SECTION 3. REPRESENTATIONS.
In order to induce the Lender to execute and deliver this Amendment, the
Company hereby represents to the Lender that, as of the date hereof and after
giving effect to the advance of the Additional Term Loan and the consummation of
the Chesterfield Acquisition contemplated hereby, (a) the representations and
warranties set forth in Section 5 of the Credit Agreement are and shall be and
remain true and correct (except that the representations contained in Sections
5.5 and 5.6 shall be deemed to refer to the most recent financial statements of
the Company delivered to the Lender) and (b) no Default or Event of Default has
occurred and is continuing under the Credit Agreement or shall result after
giving effect to this Amendment.
4. MISCELLANEOUS.
4.1. Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this Amendment need not be made in the Credit Agreement, the
Notes, or any other instrument or document executed in connection
therewith, or in any certificate, letter or communication issued or made
pursuant to or with respect to the Credit Agreement, any reference in any
of such items to the Credit Agreement being sufficient to refer to the
Credit Agreement as amended hereby.
4.2. The Company agrees to pay on demand all reasonable costs and
expenses of or incurred by the Lender in connection with the negotiation,
preparation, execution, and delivery of this Amendment and the replacement
Term Note, including the reasonable fees and expenses of counsel for the
Lender.
4.3. This Amendment may be executed in any number of counterparts, and
by the different parties on different counterpart signature pages, all of
which taken together shall constitute one and the same agreement. Any of
the parties hereto may execute this Amendment by signing any such
counterpart and each of such counterparts shall for all purposes be deemed
to be an original. This Amendment shall be governed by the internal laws of
the State of Illinois.
[SIGNATURE PAGE TO FOLLOW]
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This Third Amendment to Credit Agreement is entered into and effective as
of November 1, 2004.
MAF BANCORP, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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Name Xxxxx X. Xxxxxxxxx
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Title Exec. V.P. and CFO
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Accepted and agreed to in Chicago, Illinois, as of the date and year
last above written.
XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxxxxx X. Xxxxxx
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Name Xxxxxxx X. Xxxxxx
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Title VP
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EXHIBIT B
MAF BANCORP, INC.
TERM NOTE
Chicago, Illinois
$70,000,000 November 1, 2004
FOR VALUE RECEIVED, the undersigned, MAF BANCORP, Inc., a Delaware
corporation (the "Company"), hereby promises to pay to the order of XXXXXX TRUST
AND SAVINGS BANK (the "Lender"), at the principal office of the Lender in
Chicago, Illinois, the principal sum of Seventy Million Dollars ($70,000,000)
or, if less, the aggregate principal amount of the Term Loan made to the Company
under Section 1.4 of the Credit Agreement hereinafter referred to, in seven (7)
consecutive annual principal installments in the amounts called for by Section
1.4 of the Credit Agreement hereinafter referred to, commencing on December 31,
2005, and continuing on the last day of each December thereafter to and
including December 31, 2011, the final maturity hereof.
This Note evidences the Term Loan made to the Company by the Lender under
that certain Credit Agreement dated as of November 30, 2001, as amended to date
by the First, Second, and Third Amendments to Credit Agreement, between the
Company and the Lender (said Credit Agreement, as the same may be further
amended, modified or restated from time to time, being referred to herein as the
"Credit Agreement"), and the Company hereby promises to pay interest at the
office specified above on the Term Loan evidenced hereby at the rates and at the
times and in the manner specified therefor in the Credit Agreement.
This Note is issued by the Company under the terms and provisions of the
Credit Agreement, and this Note and the holder hereof are entitled to all of the
benefits provided for thereby or referred to therein, to which reference is
hereby made for a statement thereof. This Note may be declared to be, or be and
become, due prior to its expressed maturity and voluntary prepayments may be
made hereon, all in the events, on the terms and with the effects provided in
the Credit Agreement. All capitalized terms used herein without definition shall
have the same meanings herein as such terms are defined in the Credit Agreement.
The Company hereby promises to pay all costs and expenses (including
attorneys' fees) suffered or incurred by the holder hereof in collecting this
Note or enforcing any rights in any collateral therefor. The Company hereby
waives presentment for payment and demand. THIS NOTE SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF ILLINOIS
WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAW.
MAF BANCORP, INC.
By /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx Exec. V.P. and CFO
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(Print or Type Name) (Title)
SCHEDULE 5.2
SUBSIDIARIES
JURISDICTION OF
NAME INCORPORATION PERCENTAGE OWNERSHIP
Mid America Bank, fsb United States Company - 100%
MAF Developments, Inc. Illinois Company - 100%
Mid America Investment Services, Inc. Illinois Mid America Bank, fsb - 100%
Mid America Finance Corporation Illinois Mid America Bank, fsb - 100%
Mid America Mortgage Securities, Inc. Illinois Mid America Bank, fsb - 100%
Mid America Insurance Agency, Inc. Illinois Mid America Investment Services, Inc. - 100%
N.W. Financial Corporation Illinois Mid America Bank, fsb - 100%
Fidelity Corporation Illinois Mid America Bank, fsb - 100%
Fidelity Loan Services, Inc. Illinois Mid America Bank, fsb - 100%
SF Investment Corporation Nevada Mid America Bank, fsb - 100%
St. Xxxxxxx Equity Properties, Inc. Wisconsin Mid America Bank, fsb - 100%
SF Insurance Services Corporation Wisconsin Mid America Bank, fsb - 100%
Xxxxxxx Road Development Corp. Illinois N.W. Financial Corporation - 100%
Reigate Xxxxx Development Corp. Illinois N.W. Financial Corporation - 100%
Centre Point Title Services, Inc. Illinois Mid America Bank, fsb - 100%
MAF Realty Co., L.L.C. - III Delaware Mid America Bank, fsb - 100%
MAF Realty Co., L.L.C. - IV Delaware MAF Realty Co., L.L.C. - III - 100%*
Mid America Re, Inc. Vermont Mid America Investment Services, Inc. - 100%
Mid Town Development Corporation Illinois Company - 100%
Equitable Finance Corp. Illinois Company - 100%
Chesterfield Insurance Services, LLC Illinois Mid America Bank, fsb - 100%
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* 11% of the preferred membership interests of MAF Realty Co., L.L.C. - IV is
owned by employees, former employees and directors of Mid America Bank. The
remaining preferred membership interests and all of the common membership
interests are owned by MAF Realty Co., L.L.C. - III.
