AGREEMENT is dated as of March 27, 2008 between AMB FINANCIAL CORPORATION,
Indiana corporation with its principal place of business at 8230 Hohman Avenue,
Munster, Indiana 46321 (''Company''), and Lenders signatory hereto (individually
''Lender'' and collectively ''Lenders'').
and Lenders agree as follows:
I Closed-end Line of Credit
Lender hereby establishes a Closed-end Line of Credit (“Term Loan”) in favor of
Company on the terms hereof in an aggregate principal amount at any one time
outstanding not exceeding its proportionate share of $2,000,000.00. The Term
Loan ultimately obtained may be in an amount equal to or less than the total
committed credit sum of $2,000,000.00, and the amount ultimately borrowed shall
be divided among Lenders in proportion to the percentage set forth opposite
Lender's signature hereto (''Lender's Commitment'').
time of availing itself of the Term Loan, Company shall execute and deliver
each Lender a note (“Term Note'') payable to the order of each Lender for the
amount of its respective loan to Company. The Term Notes shall be in the form
''Exhibits 1 and 2'' attached hereto, with blanks suitably filled, shall be
dated the date of the borrowing, and shall mature on or before March 31, 2013.
The rate of interest before maturity shall be at a rate of eight percent per
annum (8%) (computed on a 365-day basis). Accrued interest shall be payable
monthly, on the last business day of each month starting with the month
following the month during which the funds are actually advanced to Company.
Closed-end Line of Credit Agreement and any and all corresponding Term Notes
be executed pursuant hereto are secured by a Collateral Pledge Agreements of
even date herewith, pledging to each Lender a security interest in approximately
one-half (1/2) of all of the 1,124,125 shares of AMERICAN SAVINGS, FSB stock
(the subsidiary of AMB FINANCIAL CORP.) that are owned by Company, identified
CUSIP #1. Said share certificate shall be returned to Company, retired and
re-issued in two (2) separate certificates in the name of AMB FINANCIAL
CORPORATION, with 562,062 of the shares to be issued in a separate certificate
issued in the name of AMB FINANCIAL CORPORATION, but pledged as collateral
security to Lender George Novogroder, and with the remaining 562,023 shares
be issued in a separate certificate issued in the name of AMB FINANCIAL
CORPORATION, but pledged as collateral security to Lender First
Regional Bank, custodian FBO Clement B. Knapp, Jr. IRA. The stock certificates
for said shares, together with executed stock powers, in the form of “Exhibits 3
and 4” attached hereto, shall be held in safekeeping under a Tri-Party Escrow
Agreement with an escrow agent to be determined upon mutual agreement of the
Company and Lenders.
II Right to Terminate or Reduce Term Loan
Company may at any time terminate or reduce the Term Loan hereby created,
without penalty or premium, by giving written notice to each of Lenders and
payment of all or a portion of the principal balance of the Term Notes
outstanding hereunder, in either case with payment to be applied first to any
accrued interest, with the balance to be applied to the principal on said Term
reduction of the Term Loan shall apply to the commitments of Lenders
proportionately, and Company may not terminate the commitment of one Lender
without terminating the commitment of the other Lender. All payments of
principal or interest by Company on the Term Notes shall be made ratably on
indebtedness owing to each Lender.
III Provisions Relative to Borrowing and Payments
borrowing from Lenders hereunder shall be made pro rata according to their
respective commitments and on the same date. Each payment and prepayment of
Revolving Credit Notes shall be made pro rata in accordance with the principal
amounts of such notes.
IV Representations and Warranties
represents and warrants that:
2007 audited financial statements of Company and its subsidiaries heretofore
furnished to each Lender, are complete and correct and fairly present the
consolidated financial condition of Company and its subsidiaries as of the
of said statements. To the best of Company's knowledge and belief, neither
Company nor any subsidiary has any material or substantial contingent obligation
or liability for taxes not disclosed by or reserved against in said statements
or in other public information regarding the Company or American Savings, FSB..
Company has full power and authority to execute and perform the terms and
provisions of this Agreement and to borrow hereunder.
1,124,125 shares of American Savings, FSB Stock represents 100% of the issued,
authorized and outstanding stock of American Savings, FSB.
V Affirmative Covenants
Company covenants and agrees that until all indebtedness incurred hereunder
been paid in full and Company no longer has the right to borrow hereunder,
Furnish to each Lender, not later than 90 days after the end of each fiscal
year, a consolidated profit and loss statement and statement of surplus of
Company and its subsidiaries for such year and a consolidated balance sheet
Company and its subsidiaries as of the last day of such fiscal year, certified
by independent public accountants in accordance with GAAP;
time to time furnish to each Lender all financial information, including proxy
statements, furnished by Company to its shareholders;
reasonable promptness, furnish to each Lender all additional financial
statements and data and information concerning the financial condition of
Company and its subsidiaries reasonably requested by any Lender; provided,
however, that no provision of this Article V, Section 1, shall require Company
to give any Lender any information which it is prohibited from giving individual
Lenders by any governmental regulation;
all times keep its property insured against loss or damage to the extent and
against the risks that similar property is usually insured by other companies
engaged in the same business, and will cause its subsidiaries so to do; and
Promptly pay and discharge or extend in accordance with law, and cause its
subsidiaries to pay and discharge or extend in accordance with law, all taxes
and assessments levied and assessed or imposed upon its property or upon its
income as well as all claims which, if unpaid, might by law become a lien or
charge upon its property. Nothing herein contained, however, shall require
Company or any subsidiary to pay any such taxes, assessments or claims so long
as Company or such subsidiary in good faith contests the validity and stays
execution and enforcement thereof.
Lenders covenant and agree that they will keep all non-public information they
receive from the Company and its subsidiaries confidential until such
information otherwise becomes public due to the actions of parties other than
Lenders or persons to whom they directly or indirectly disclosed the subject
information. Lenders further agree that they will not (i) utilize any non-public
information they receive from the Company and its subsidiaries for any reason
other than monitoring the Company’s compliance with this Agreement, (ii) utilize
any non-public information they receive from the Company or its subsidiaries
any manner prohibited by law or regulation, (iii) trade any of the Company’s or
its subsidiaries’ securities based on material non-public information, or (iv)
tip others who then so trade.
VI Events of Default
following shall constitute Events of Default under this Agreement: (a) Company
defaults in the payment of any principal on any Term Note created hereunder
it becomes due, either under the terms of the note or otherwise as provided
herein; (b) Company defaults in the payment of any interest on any Term Note
created hereunder for more than 15 days after the due date; (c) any material
representation or warranty made by Company herein or in any writing furnished
connection with or pursuant to the Agreement is false in any material respect
the date made; (d) Company defaults in the performance or observance of any
other agreement, term, or condition contained herein, and such default is not
remedied within 30 days after Company receives written notice thereof from
holder or holders of the Term Notes outstanding at the time; (e) Company or
subsidiary makes an assignment for the benefit of creditors; (f) Company or
subsidiary petitions or applies to any tribunal for the appointment of a trustee
or receiver, either of it or of a substantial part of its assets, or commences
any proceedings relating to it under any Bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution, or liquidation
of any jurisdiction; (g) any such petition or application is filed, or any
proceedings are commenced, against Company or a subsidiary, and Company or
subsidiary by any act indicates its approval, consent, or acquiescence, or
order is entered appointing such trustee or receiver, adjudicating Company
subsidiary Bankrupt or insolvent, or approving the petition in any such
proceedings, and such order remains in effect for more than 90 days; or (h)
order is entered in any proceedings against Company, or a subsidiary of Company,
decreeing its dissolution or split-up, and such order remains in effect for
than 90 days. If any one or more of the above Events of Default occur and
continue, the Lenders may, by written notice to Company, declare all of the
notes to be, and all of the notes shall thereupon be and become, immediately
and payable, together with interest accrued thereon. If the Company defaults
a Term Note, the affected Lender shall be entitled to vote the pledged shares
all corporate questions so long as Company shall remain in default, but only
the extent permitted by applicable law and regulations, including Part 574
the OTS Regulations, with Company retaining the remaining voting rights.
purpose of this Agreement, the following terms shall have the following
''Person'' shall mean and include an individual, a partnership, a limited
liability company, a corporation, a trust, an unincorporated organization,
government or any department or agency thereof;
''Subsidiary'' shall mean any corporation organized under the laws of any state
of the United States of America, Puerto Rico, Canada, or any province of Canada,
a majority of the voting stock of which shall, at the time as of which any
determination is being made, be owned by Company, either directly or through
''Event of default'' shall mean any event specified in Article VI, provided
every requirement in connection with such event for the giving of notice, the
lapse of time, or the happening of any further condition, event or act has
satisfied. ''Default'' shall mean any of such events, regardless of whether
such requirement has been satisfied;
Agreement may be amended, and Company may take any action herein prohibited,
omit to perform any act herein required to be performed, if it obtains the
written consent of all holders of the Term Notes at the time outstanding to
amendment, action, or omission to act. Each holder of any note shall be bound
any consent authorized by this Section 1.
representations and warranties contained herein or made in writing by Company
connection herewith shall survive the execution and delivery of this Agreement
and of the notes.
covenants and agreements in this Agreement contained by or on behalf of either
party shall bind and inure to the benefit of its respective successors and
assigns. Furthermore, the rights and responsibilities of all parties under
Agreement are not assignable without the express written consent of all parties
hereto, subject to applicable law and regulations.
communications provided for hereunder shall be sent by us, Certified Mail and,
if to Lenders, addressed in the manner indicated underneath their signatures
this Agreement, and, if to Company, to its offices at 8230 Hohman Avenue,
Munster, Indiana 46321, attention of President or Chief Financial Officer,
any other address of which either party notifies the other in writing.
delay or failure by Lenders to exercise any right or remedy under this
Agreement, and no partial or single exercise of that right, shall constitute
waiver of that or any other right, unless otherwise expressly provided herein.
The rights and remedies expressly specified herein are cumulative and not
exclusive of Lenders' other rights and remedies.
Agreement shall terminate when Company no longer has the right to borrow
hereunder and all notes issued pursuant hereto have been paid in full, provided
that, if all Term Notes have been paid in full, the Company shall have the
to unilaterally terminate this Agreement including all the restrictions
Agreement may be executed in any number of copies and by the different parties
hereto on separate counterparts. Complete sets of counterparts executed by
of the parties shall be filed with Company.
parties hereto have caused this Agreement to be duly executed by their
respective duly authorized officers as of the day and year first above written.
Savings, FSB acknowledges and consents to the pledge of its stock as set forth
hereinabove, and further represents and warrants to the Lenders that it will
cause any additional stock to be authorized and/or issued until the Closed-End
Line of Credit facility is paid in full.
First Regional Bank, custodian FBO Clement B. Knapp, Jr. IRA
P.O. Box 85410, San Diego, CA 92186-5410
Rate: Eight Percent (8%) per annum
Note Due: March 31, 2013
Financial Corporation (the ''Corporation''), an Indiana corporation, for value
received, promises to pay to First Regional Bank, custodian FBO Clement B.
Knapp, Jr. IRA, on or before March 31, 2013, the principal sum of $ 1,000,000.00
and to pay interest on the principal sum from the date of this Note at the
of Eight percent (8%) per annum until the principal is paid in full. Interest
payments will be made monthly on the last business day of each month, starting
with the first calendar month following the month in which the loaned funds
advanced to Borrower.
principal and interest on this Note are payable in lawful money of the United
States by direct deposit into an account to be designated by Lender, or at
other office of the Corporation as it may from time to time designate.
Note shall be redeemable at the option of the Corporation, in whole or in part,
at any time after the giving of appropriate notice. The redemption price for
this Note shall be the principal amount of the Note plus interest accrued to
date fixed for redemption. This Note shall become due and payable and shall
cease to bear interest on the date fixed for redemption, and the amount then
payable to the holder shall be paid on the surrender of this Note to the
of Redemption to Registered Holder
to redemption, the Corporation shall notify any registered holder of this Note
of its intention to redeem and of the redemption date at least ten (10) days
prior to the date, by registered mail addressed to the registered holder at
or her last address as it appears on the registration books of the Corporation.
After the giving of the notice, the liability of the Corporation for interest
this Note shall cease on the date of redemption fixed in the notice, unless
Corporation fails to redeem this Note when it is presented for redemption on
after the redemption date.
Without notice, except as expressly provided in this Note, the following will
deemed events of default:
Failure to pay any installment of interest on this Note when due, if the failure
to pay continues for a period of fifteen (15) days.
Failure to pay the principal of this Note as and when it becomes due and
payable, either at maturity or on redemption.
Failure on the part of the Corporation to observe or perform any of the
covenants contained in this Note, but only after written notice of the failure
has been given to the Corporation by the registered holder, and only if the
failure has continued unremedied for at least thirty (30) days after the date
the Corporation receives the notice of default.
decree or order of a court adjudging the Corporation bankrupt or insolvent,
approving a petition seeking reorganization of the Corporation under the
Bankruptcy Code, if the decree or order has continued undischarged or unstayed
for a period of ninety (90) days.
decree or order of a court for the appointment of a receiver, liquidator, or
trustee for the Corporation, for a sale of all or substantially all of its
property, or for the winding-up or liquidation of its affairs; but only if
decree or order has continued in force undischarged or unstayed for a period
ninety (90) days.
the following actions by the Corporation:
Institution of voluntary bankruptcy proceedings, consent to the filing of
bankruptcy proceedings, or proceedings relating to reorganization under the
to the appointment of a receiver, liquidator, or trustee;
general assignment for the benefit of creditors;
in writing of its inability to pay its debts as they become due.
one or more events of default occur, the registered holder of this Note at
time may declare the principal and all accrued interest on this Note then
outstanding immediately due and payable, by notice in writing to the
Corporation. At any time within twenty (20) days after the notice, the
registered holder of this Note may rescind the declaration of acceleration
waive the default by written notice to the Corporation. During any time that
Borrower remains in default as defined hereinabove, interest on the principal
balance shall be charged at a rate of ten percent (10%) per annum until the
default is cured.
acceleration of the maturity of this Note, and if there has been no rescission
of that acceleration, the Corporation shall, within sixty (60) days, pay the
entire principal unpaid balance together with accrued interest to the date
payment. If the Corporation fails to make payment, the holder of this Note
be entitled to take any and all legal and/or equitable remedies available under
applicable law to enforce the obligations of the Corporation. In the event
suit is brought to enforce payment and final judgment is entered in favor of
holder, the Corporation promises to pay to Lender all costs of collection and
reasonable attorneys' fees to be fixed by the court.
communication or notices required by this Note shall be delivered or mailed
the offices of the Corporation shown above, and to the registered holder of
Note at the address for Holder/Lender shown above. Either the Corporation or
registered holder may change the address designated for receipt of notices
written notice of the change to the other party.
Note is to be construed in accordance with the laws of the State of
on ___________________ [date],
and adequate consideration received, AMB Financial Corporation, an Indiana
corporation, hereby sells, assigns and transfers to First Regional Bank,
custodian FBO Clement B. Knapp, Jr. IRA 562,063 shares of common stock of
American Savings, FSB, represented by Stock Certificate Number __, a copy
which is attached hereto and marked as Exhibit A, now registered in the name
AMB Financial Corporation on the books of American Savings, FSB, being Share
Certificate Number __, and hereby irrevocably constitutes and appoints the
Secretary and/or authorized officer of American Savings, FSB, agent and attorney
to transfer the aforesaid stock on the books of American Savings, FSB, to
Regional Bank, custodian FBO Clement B. Knapp, Jr. IRA, with full power of
substitution in the premises.
me, a Notary Public in and for said county and state, personally appeared
President of AMB Financial Corporation, and , the Vice President of AMB
Financial Corporation, and acknowledged that they executed the same in their
authorized capacities, and that by their signatures on this instrument, the
entity upon behalf of which the persons acted has executed this instrument.