EXHIBIT 10.4
DARTMOUTH CAPITAL GROUP, L.P.
June 3, 1997
Commerce Security Bancorp, Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxxxxx Xxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx
President and Chief Executive Officer
Ladies and Gentlemen:
On December 31, 1996, Dartmouth Capital Group, L.P. ("DCG") and Commerce
Security Bancorp, Inc. (the "Company") entered into a standby commitment letter
(the "Standby Commitment Letter"), whereby DCG committed to provide up to
$7,600,000 of additional funding for the Company's proposed acquisition (the
"Proposed Acquisition") of Eldorado Bancorp ("Eldorado") if the Company was
unable to obtain regulatory approval for a Target Redemption Amount of at least
$12,000,000. The Standby Commitment Letter was amended and restated effective
January 14, 1997 to clarify certain interpretive issues and further amended and
restated as of March 21, 1997 to alter the basis on which the Company could draw
upon the Standby Commitment (as defined herein) and to alter the types of
securities in which the funds drawn under the Standby Commitment would be
invested. DCG and the Company desire to further amend and restate the
Commitment Letter to increase the amount of Senior Securities that DCG will
purchase as of the Funding Date.
In furtherance of the foregoing, the Standby Commitment Letter is hereby
further amended and restated to read as follows:
1. SECURITIES PURCHASE AGREEMENT. Reference is made to the Securities
Purchase Agreement dated February 13, 1997 (as amended on March 21, 1997, April
11, 1997 and June 3, 1997, the "Securities Purchase Agreement") by and among the
Company, Madison Dearborn Capital Partners II, L.P., Olympus Growth Fund II,
L.P., and the other parties named therein. Capitalized terms used in this
Standby Commitment and not otherwise defined shall have the respective meanings
assigned to such terms in the Securities Purchase Agreement.
2. COMMITMENT. DCG hereby agrees to purchase, and the Company hereby
agrees
Commerce Security Bancorp, Inc.
June__, 1997
Page 2
to sell, Ten Million Dollars ($10,000,000) of Senior Securities (the "Standby
Commitment") on the terms and conditions set forth in the Securities Purchase
Agreement.
3. FUNDING DATE. The Funding Date under the Securities Purchase
Agreement shall be June 6, 1997 or such later date as the Company may
determine.
4. DCG AS PURCHASER UNDER SECURITIES PURCHASE AGREEMENT. DCG agrees that
it shall be bound as a Purchaser by all of the terms and conditions of, and
shall have all of the rights and benefits under, the Securities Purchase
Agreement as if it were an original signatory thereto, except that DCG shall not
be a party to the Registration Agreement, the form of which is attached to the
Securities Purchase Agreement as Exhibit G. DCG agrees that it shall execute
such instruments as the Company may reasonably request to confirm DCG's
agreement to be bound by the Securities Purchase Agreement.
5. EXPIRATION OF THE STANDBY COMMITMENT. The Standby Commitment will
expire upon the termination of the Securities Purchase Agreement.
6. STANDBY COMMITMENT FEE. In consideration for providing the Standby
Commitment, the Company shall pay to DCG in cash on the Funding Date an amount
equal to the product of (x) $547.95 multiplied by (y) the number of days elapsed
from and including December 31, 1996 to and including the Funding Date.
7. EXPENSES. The Company shall, promptly upon DCG's request therefor,
reimburse DCG for such reasonable legal, accounting and consulting fees as are
incurred by DCG in connection with the Standby Commitment, the purchase of the
Senior Securities or the enforcement of DCG's rights under this Standby
Commitment Letter or the Securities Purchase Agreement.
8. GOVERNING LAW. This Standby Commitment Letter shall be governed by
the internal laws of the State of Delaware.
9. COUNTERPARTS. This Standby Commitment Letter may be executed in
counterparts, each of which shall be deemed to constitute an original but all of
which together shall constitute one and the same instrument.
Commerce Security Bancorp, Inc.
June__, 1997
Page 3
If the foregoing terms and conditions are acceptable to you, please so
indicate by signing both of the enclosed copies of this letter where indicated
and returning one to the undersigned, whereupon this Standby Commitment Letter
shall be the binding obligation of the Company and DCG.
Very truly yours,
DARTMOUTH CAPITAL GROUP, L.P.
By: DARTMOUTH CAPITAL GROUP, INC.
By: /s/
--------------------
Name: Xxxxxx X. Xxxxxx
Title: President
Agreed To And Accepted As
Of The Date Above Written
COMMERCE SECURITY BANCORP, INC.
By: /s/
------------------------
Name: Xxxxxx X. Xxxxxx
Title: President and
Chief Executive Officer
