exv10w19






Exhibit 10.19




SECOND AMENDMENT TO

CREDIT AGREEMENT




     This Amendment is agreed to as of November 19, 2009, by and among First Interstate BancSystem,
Inc., a Montana corporation (the “Borrower”), Wells Fargo Bank, National Association, a national
banking association, in its capacity as administrative agent under the Credit Agreement described
below (in such capacity, the “Administrative Agent”), and the other financial institutions party to
the Credit Agreement described below (in such capacity, the “Lenders”).



     The Borrower, the Administrative Agent and the Lenders are parties to a Credit Agreement dated
January 10, 2008 (together with all amendments, modifications and restatements thereof, the “Credit
Agreement”).



     The parties wish to (i) eliminate the revolving line of credit under the Credit Agreement,
(ii) modify certain financial covenants, and (iii) waive certain defaults under the Credit
Agreement.



     ACCORDINGLY, in consideration of the mutual covenants contained in the Credit Agreement and
herein, the parties hereby agree as follows:



     1. Definitions. All terms defined in the Credit Agreement that are not otherwise
defined herein shall have the meanings given them in the Credit Agreement.



     2. Amendments. The Credit Agreement is hereby amended as follows:




     (a) The following definitions in Section 1.1 of the Credit Agreement are hereby amended
in their entirety to read, respectively, as follows:




     “Adjusted Base Rate” means, at any time, the highest of (a) the Federal
Funds Rate plus 150 basis points (1.50% per annum), (b) the Daily
One-Month LIBO Rate plus 150 basis points (1.50% per annum), and (c)
the Base Rate.




     “Level I,” “Level II,” “Level III,” “Level IV” and “Level V” each mean
a Status, as determined in accordance with the definition of Margin.




     “Margin” means, with respect to computation of the applicable interest
rate on Loans, the applicable increment set forth and described in the
Pricing Grid, established as of the last day of each fiscal quarter
according to the then-applicable Status. Any adjustment in the applicable
Margin shall become effective 5 Business Days following receipt by the
Administrative Agent of financial statements relating to the last day of
such fiscal quarter pursuant to Section 5.1. If financial statements
necessary to establish the appropriate Margin hereunder are not received by
the Administrative Agent on or prior to the date required pursuant to
Section 5.1, the applicable Margin shall be determined as if Level V Status
were in effect and such Level V Status shall remain in effect until such
time as the required financial statements are so received.




     “Maturity Date” means, (a) with respect to the Revolving Facility, the
Revolving Commitment Termination Date, and (b) with respect to the Term
Facility, December 31, 2010.



 









 






     “Non-Performing Loans” means, with respect to any Person, the sum of
(i) all loans and leases classified as past due 90 days or more and still
accruing interest; (ii) all loans and leases classified as “non-accrual” and
no longer accruing interest; (iii) all loans and leases classified as
“restructured loans and leases” ; and (iv) all other loans and leases
classified as “non-performing” in accordance with applicable governing
regulations or internal practice.




     “Primary Equity Capital” means, with respect to any Person, (i) the
Equity Capital of such Person, plus (ii) such Person’s allowance for loan
and lease losses, minus (iii) such Person’s aggregate goodwill and other
intangible assets disallowed under regulatory capital requirements (as such
requirements are in effect on the date hereof, without regard to any
subsequent amendment of the regulations giving rise to such requirements),
plus (iv) the amount of any deferred tax liability related to the amount of
goodwill and other intangible assets disallowed under regulatory capital
requirements and subtracted pursuant to the preceding clause (iii).




     “Revolving Commitment Termination Date” means November 19, 2009.




     “Status” means the financial condition of the Borrower and its
Subsidiaries expressed as Level I, Level II, Level III, Level IV or Level V,
each as determined in accordance with the definition of “Margin” herein.




     (b) The definition of “Commitment Fee” is hereby deleted from Section 1.1 of the Credit
Agreement.




     (c) The following definition is hereby added to Section 1.1 of the Credit Agreement:




     “Daily One-Month LIBO Rate” means, for any day, a rate equal to the
LIBO Base Rate for a LIBOR Loan with a one-month Interest Period commencing
on that day. For the purposes of this definition, the LIBO Base Rate as of
any day shall be determined using the LIBO Base Rate as otherwise determined
by the Administrative Agent in accordance with the definition of “LIBO Base
Rate” hereunder, except that (a) if the day is a Business Day, such
determination shall be made on such day (rather than two Business Days prior
to the commencement of an Interest Period), and (b) if the day is not a
Business Day, the LIBO Base Rate for such day shall be the rate determined
by the Administrative Agent pursuant to the preceding clause (a) for the
most recent Business Day preceding such day.




     (d) The phrase, “1, 2, 3 or 6 months”, in the definition of “Interest Period” in
Section 1.1 of the Credit Agreement is hereby deleted, and the phrase, “1, 3 or 6 months”,
is substituted therefor.




     (e) Section 2.9 of the Credit Agreement is hereby amended in its entirety to read as
follows:




Section 2.9 Computation of Interest and Fees.




Interest accruing on Floating Rate Loans shall be computed on the basis of
the actual number of days elapsed in a year of 365 or 366 days, as the case
may be.



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Interest accruing on LIBOR Loans and all other amounts due hereunder shall
be computed on the basis of the actual number of days elapsed in a year of
360 days.




     (f) Paragraph (a) of Section 2.10 of the Credit Agreement is hereby deleted, and the
following is substituted therefor:




(a) [Reserved]




     (g) Section 5.9 of the Credit Agreement is hereby amended in its entirety to read as
follows:




Section 5.9 Total Risk-Based Capital Ratio.




The Borrower will maintain the Total Risk-Based Capital Ratio of the
Borrower and its Subsidiaries (determined on a consolidated basis) at not
less than 11.75% as of each Covenant Compliance Date, and will cause each
Bank Subsidiary to maintain its Total Risk-Based Capital Ratio at not less
than 10% as of each Covenant Compliance Date.




     (h) Section 5.12 of the Credit Agreement is hereby amended in its entirety to read as
follows:




Section 5.12 Allowance for Loan and Lease Losses.



The Borrower will maintain its allowance for loan and lease losses,
determined for the Borrower and its Subsidiaries on a consolidated basis, at
all times on or after September 30, 2009 in an amount not less than 60% of
Non-Performing Loans.




     (i) Section 5.13 of the Credit Agreement is hereby amended in its entirety to read as
follows:




Section 5.13 Minimum Return on Assets.




The Borrower will maintain its Return on Assets, determined as of each
Covenant Compliance Date, at not less than the applicable percentage set
forth below opposite the period in which such Covenant Compliance Date
occurs:



	 	 	 	 	 
	Period	 	Percentage
	September 30, 2009 through March 30, 2010
	 	 	0.70	%
	March 31, 2010 and thereafter
	 	 	0.65	%







     (j) Section 5.14 of the Credit Agreement is hereby amended in its entirety to read as
follows:



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Section 5.14 Maximum Non-Performing Assets.




The Borrower will maintain its ratio of Non-Performing Assets to Primary
Equity Capital, expressed as a percentage and determined with respect to the
Borrower and its Subsidiaries on a consolidated basis as of each Covenant
Compliance Date, at not greater than the applicable percentage set forth
below opposite the period in which such Covenant Compliance Date occurs:



	 	 	 	 	 
	Period	 	Percentage
	September 30, 2009 through March 30, 2010
	 	 	45.0	%
	March 31, 2010 and thereafter
	 	 	50.0	%







     (k) Paragraphs (a) and (b) of Section 6.4 of the Credit Agreement are hereby amended in
their entirety to read as follows:




     (a) The Borrower may declare and pay cash dividends to its Shareholders
so long as the aggregate amount of all such cash dividends paid in any
period of four consecutive fiscal quarters of the Borrower does not exceed
37.5% of the Net Income of the Borrower and its Subsidiaries (determined on
a consolidated basis) during that four-quarter period.




     (b) The Borrower may repurchase or redeem shares of its Capital Stock,
so long as the ratio (expressed as a percentage) of (a) the aggregate amount
paid by the Borrower and its Subsidiaries for all such Capital Stock so
repurchased or redeemed in any period of four consecutive fiscal quarters of
the Borrower, less the amount of any cash proceeds received by the Borrower
from the sale of Capital Stock during such period, to (b) the consolidated
book net worth of the Borrower and its Subsidiaries as of the end of that
period, does not exceed the percentage set forth below opposite the period
in which such four-quarter period ends:



	 	 	 	 	 
	Period	 	Percentage
	September 30, 2009 through March 30, 2010
	 	 	2.75	%
	March 31, 2010 and thereafter
	 	 	2.25	%







     (l) The phrases, “the Commitment Fees payable to a Lender hereunder,” and “or the
Commitment Fees payable to a Lender hereunder”, in Section 9.2 of the Credit Agreement are
hereby deleted.




     (m) Exhibit B to the Credit Agreement is hereby deleted, and Exhibit A to this
Amendment is substituted therefor.




     (n) Exhibit H to the Credit Agreement is hereby deleted, and Exhibit B to this
Amendment is substituted therefor.



     3. Waiver of Certain Financial Covenant Defaults. As used in this Section 3,
“Specified Defaults” means the breaches described below, and any Event of Default arising under
Section 7.1(c) or 7.1(d) of the Credit Agreement on account of any such breach:




     (a) Section 5.12 of the Credit Agreement (prior to the amendment set forth above)
required that the Borrower maintain its allowance for loan and lease losses, determined for
the



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Borrower and its Subsidiaries on a consolidated basis, at not less than 85% of
Non-Performing Loans for the period from June 30, 2009 through September 29, 2009. In fact,
the Borrower was in breach of this Section as of June 30, 2009.




     (b) Section 5.13 of the Credit Agreement (prior to the amendment set forth above)
required that the Borrower maintain its Return on Assets, determined as of each Covenant
Compliance Date, at not less than 1.00%. In fact, the Borrower was in breach of this
Section as of June 30, 2009.




     (c) Section 5.14 of the Credit Agreement (prior to the amendment set forth above)
required that the Borrower maintain its ratio of Non-Performing Assets to Primary Equity
Capital, expressed as a percentage and determined on a consolidated basis as of the end of
each calendar quarter, at not less than 17.5% as of March 31, 2009, and not less than 15% as
of June 30, 2009. In fact, the Borrower was in breach of this Section as of March 31, 2009
and June 30, 2009.




     (d) The Borrower has made certain Restricted Payments that, solely because of the
Events of Default described in paragraph (a) through (c) above, constitute a breach of
Section 6.4 of the Credit Agreement. The amount, date, and nature of each such Restricted
Payment are set forth in Exhibit C to this Amendment.


The Lenders entering into this Amendment hereby waive the Specified Defaults. This waiver shall be
effective only in this specific instance and for the specific purpose for which it is given, and
this waiver shall not entitle the Borrower to any other or further waiver in any similar or other
circumstances.




     4. Release. The Borrower, for itself and on behalf of each of its Subsidiaries, hereby
absolutely and unconditionally releases and forever discharges the Administrative Agent and the
Lenders, and any and all participants, parent corporations, subsidiary corporations, affiliated
corporations, insurers, indemnitors, successors and assigns thereof, together with all of the
present and former directors, officers and employees of any of the foregoing, from any and all
claims, demands or causes of action of any kind, nature or description arising out of or in any way
related to the transactions evidenced or contemplated by the Loan Documents, whether arising in law
or equity or upon contract or tort or under any state or federal law or otherwise, which the
Borrower or any of its Subsidiaries has had, now has or has made claim to have against any such
person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the
beginning of time to and including the date of this Amendment, whether such claims, demands and
causes of action are matured or unmatured or known or unknown.



     5. Waiver and Amendment Fee. On the date hereof, the Borrower shall pay the
Administrative Agent, for the ratable benefit of each Lender that has executed and delivered this
Amendment prior to 10:00 a.m. (Central time) on the date hereof (each, a “Consenting Lender”), a
waiver and amendment fee in an amount equal to 0.40% of each Consenting Lender’s Term Credit
Exposure as of the date hereof. Such fee shall be deemed fully earned by the Consenting Lenders on
the date hereof by their entering into this Amendment, whether or not the conditions set forth in
Section 8 of this Amendment are satisfied.



     6. Margin. Notwithstanding any other provision of the Credit Agreement or this
Amendment, for the period commencing on the date hereof and continuing to the date the
Administrative Agent receives the financial statements and related officer’s certificates specified
in Section 5.1(b) of the Credit Agreement demonstrating the financial performance of the Borrower
and its Subsidiaries for the fiscal quarter ending December 31, 2009, the applicable Margins shall
be determined as if Level III Status were in effect.



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     7. Representations and Warranties. The Borrower hereby represents and warrants to the
Administrative Agent and the Lenders as follows:




     (a) The Borrower has all requisite power and authority, corporate or otherwise, to
execute and deliver this Amendment and to perform all of its obligations under this
Amendment and the Credit Agreement as amended hereby. This Amendment has been duly and
validly executed and delivered to the Administrative Agent by the Borrower, and this
Amendment and the Credit Agreement as amended hereby constitute the Borrower’s legal, valid
and binding obligations enforceable in accordance with their terms.




     (b) The execution, delivery and performance by the Borrower of this Amendment, and the
performance of all of the Borrower’s obligations under the Credit Agreement as amended
hereby, have been duly authorized by all necessary corporate or partnership action and do
not and will not (i) require any authorization, consent or approval by any governmental
department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii)
violate the Organizational Documents of the Borrower or any Subsidiary, or any provision of
any law, rule, regulation or order presently in effect having applicability to the Borrower
or any Subsidiary, or (iii) result in a breach of or constitute a default under any
indenture or agreement to which the Borrower or any Subsidiary is a party or by which the
Borrower or any Subsidiary or any properties of the Borrower or any Subsidiary may be bound
or affected.




     (c) All of the representations and warranties contained in Article IV of the Credit
Agreement are correct on and as of the date hereof as though made on and as of such date,
except to the extent that such representations and warranties relate solely to an earlier
date, and except that i_TECH Corporation, which is set forth in Schedule 4.4 to the Credit
Agreement as a Subsidiary of the Borrower, is no longer a Subsidiary of the Borrower.



     8. Conditions. The amendments set forth in Section 2 and the waiver set forth in
Section 3 shall be effective only if the Administrative Agent has received (or waived the receipt
of), on or before the date hereof (or such later date as the Administrative Agent may agree to in
writing), each of the following, each in form and substance satisfactory to the Administrative
Agent:




     (a) This Amendment, duly executed by the Borrower and the Required Lenders.




     (b) The fee set forth in Section 5 of this Amendment.




     (c) The Commitment Fee (as defined prior to the amendment set forth above) payable for
the period from September 1, 2009 through the effective date hereof.




     (d) A certificate of the secretary or other appropriate officer of the Borrower (i)
certifying that the execution, delivery and performance of this Amendment, and the
performance of the Credit Agreement as amended hereby, have been duly approved by all
necessary action of the board of directors of the Borrower, and attaching true and correct
copies of the applicable resolutions granting such approval, (ii) certifying that there have
been no amendments to or restatements of the Organizational Documents of the Borrower as
furnished to the Administrative Agent in connection with the execution and delivery of the
Credit Agreement, other than those that may be attached to the certificate, and (iii)
certifying the names of the officers of the Borrower that are authorized to sign this
Amendment, together with the true signatures of such officers.




     (e) A signed copy of an opinion of counsel for the Borrower, addressed to the
Administrative Agent and the Lenders, confirming the matters set forth in Section 7 of this



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Amendment (other than paragraph (c) thereof), and such other matters as the
Administrative Agent or any Lender may require.



     9. Effective Date. Notwithstanding the date of this Agreement, upon satisfaction of
the conditions set forth in Section 8, the amendments to Sections 5.9, 5.12, 5.13 and 5.14 of the
Credit Agreement set forth in paragraphs (g), (h), (i) and (j) of Section 2, and the amendments to
the definitions of “Non-Performing Loans” and “Primary Equity Capital” in paragraph (a) of Section
2, shall be deemed to have become effective as of September 30, 2009.



     10. Miscellaneous. The Borrower shall pay all costs and expenses of the
Administrative Agent, including attorneys’ fees, incurred in connection with the drafting and
preparation of this Amendment and any related documents. Except as amended by this Amendment, all
of the terms and conditions of the Credit Agreement shall remain in full force and effect. This
Amendment may be executed in any number of counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which counterparts of this Amendment, taken
together, shall constitute but one and the same instrument. This Amendment shall be governed by
the substantive law of the State of Minnesota.



Signature pages follow




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the
date first above written.



	 	 	 	 	 
	 	FIRST INTERSTATE BANCSYSTEM, INC.

 	 
	 	By:  	/s/ TERRILL R. MOORE
 	 
	 	 	Name:  	Terrill R. Moore 	 
	 	 	Title:  	Executive Vice President and Chief
 Financial Officer 	 
	 



Signature page to Second Amendment to First Interstate BancSystem, Inc. Credit Agreement





 









 








	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL

ASSOCIATION,

as Administrative Agent and Lender

 	 
	 	By:  	/s/ CYNTHIA M. SPAGNOLA
 	 
	 	 	Name:  	Cynthia M. Spagnola 	 
	 	 	Title:  	VP 	 
	 



Signature page to Second Amendment to First Interstate BancSystem, Inc. Credit Agreement





 









 








	 	 	 	 	 
	 	U.S. BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ MORGAN C. FARMER
 	 
	 	 	Name:  	Morgan C. Farmer 	 
	 	 	Title:  	Vice President 	 
	 



Signature page to Second Amendment to First Interstate BancSystem, Inc. Credit Agreement




 









 








	 	 	 	 	 
	 	FIRST TENNESSEE BANK, NATIONAL

ASSOCIATION

 	 
	 	By:  	/s/ WADE RHEA
 	 
	 	 	Name:  	Wade Rhea 	 
	 	 	Title:  	Vice President 	 
	 



Signature page to Second Amendment to First Interstate BancSystem, Inc. Credit Agreement




 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL 

ASSOCIATION

 	 
	 	By:  	/s/ TIM FRANZEN
 	 
	 	 	Name:  	Tim Franzen 	 
	 	 	Title:  	VP 	 
	 



Signature page to Second Amendment to First Interstate BancSystem, Inc. Credit Agreement





 









 









Exhibit A

(Exhibit B to the Credit Agreement)




Pricing Grid




	 	 	 	 	 	 	 
	 	 	 	 	LIBO Rate	 	Floating Rate
	Level	 	Summary
Criteria (Ratio of Non-Performing Assets to Primary Equity Capital)	 	Margin	 	Margin
	I	 	< 20%
	 	2.50%	 	1.00%
	II	 	≥ 20% < 25%
	 	3.00%	 	1.50%
	III	 	≥ 25% < 35%
	 	3.50%	 	2.00%
	IV	 	≥ 35% < 45%
	 	3.75%	 	2.25%
	V	 	≥ 45%
	 	4.00%	 	2.50%






     “Level I Status” exists if, as of the date of determination, the Ratio of Non-Performing
Assets of the Borrower and its Subsidiaries to Primary Equity Capital of the Borrower and its
Subsidiaries is less than 20%.



     “Level II Status” exists if, as of the date of determination, the Ratio of Non-Performing
Assets of the Borrower and its Subsidiaries to Primary Equity Capital of the Borrower and its
Subsidiaries is 20% or greater, but less than 25%.



     “Level III Status” exists if, as of the date of determination, the Ratio of Non-Performing
Assets of the Borrower and its Subsidiaries to Primary Equity Capital of the Borrower and its
Subsidiaries is 25% or greater, but less than 35%.



     “Level IV Status” exists if, as of the date of determination, the Ratio of Non-Performing
Assets of the Borrower and its Subsidiaries to Primary Equity Capital of the Borrower and its
Subsidiaries is 35% or greater, but less than 45%.



     “Level V Status” exists if, as of the date of determination, the Ratio of Non-Performing
Assets of the Borrower and its Subsidiaries to Primary Equity Capital of the Borrower and its
Subsidiaries is 45% or greater.




A-1









 








Exhibit B

(Exhibit H to the Credit Agreement)




Certificate of Officer as to Financial Statements




____________, ___




TO: Wells Fargo Bank, National Association, as Administrative Agent

       MAC C7301-02E

       2nd Floor

       1740 Broadway

       Denver, CO 80274-0001

       Attention: Cynthia M Spagnola




RE: Financial Statements — First Interstate BancSystem, Inc. (the “Borrower”)




          We refer to that certain Credit Agreement dated January 10, 2008 (as amended, supplemented or
otherwise modified to date, the “Credit Agreement”) among First Interstate BancSystem, Inc.,
certain Lenders from time to time party thereto (the “Lenders”) and Wells Fargo Bank, National
Association, as Administrative Agent for the Lenders. Capitalized terms used herein but not
otherwise defined shall have the same meanings assigned to them in the Credit Agreement.



          I hereby certify on behalf of the Borrower as follows:




	 	1.	 	We are the duly qualified and acting chief financial officer
and _________of the Borrower. We are familiar with the
financial statements and financial affairs of the Borrower and its Subsidiaries
and are authorized to execute this Certificate on behalf of the Borrower.
	 
	 	2.	 	Pursuant to Section 5.1 of the Credit Agreement, attached are
the required [audited financial statements of the Borrower and its Subsidiaries
prepared by _______________as of and for the fiscal year ended _________
___, 20___/unaudited financial statements of the Borrower and its Subsidiaries as
of and for the fiscal quarter ended _________, ___]1 (the
“Applicable Covenant Computation Date”). Such financial statements have been
prepared in accordance with GAAP, fairly present the financial condition of the
Borrower and its Subsidiaries as of such date and the results of the operations
of the Borrower and its Subsidiaries for the period then ended, prepared on a
consolidated basis, [subject to year-end adjustments and
footnotes,]2 and conform to the applicable requirements of Section
5.1 of the Credit Agreement.
	 
	 	3.	 	The Borrower has obtained no knowledge of any Default or Event
of Default, except as specifically stated on an attachment hereto (if any).







 




			
	1	 	Include appropriate alternative text.
	 
	2	 	Include bracketed text with respect to unaudited
interim statements.




B-1









 











	 	4.	 	The computations attached hereto in Annex I set forth the
Borrower’s compliance or non-compliance with the requirements set forth in the
Financial Covenants as of the Applicable Covenant Computation Date. Such
computations have been prepared from, and on a basis consistent with, the
financial statements attached hereto.
	 
	 	5.	 	As of the Applicable Covenant Computation Date, the ratio of
Non-Performing Assets of the Borrower and its Subsidiaries to Primary Equity
Capital of the Borrower and its Subsidiaries was ___%, and the Status of the
Borrower was accordingly Level ___.





	 	 	 	 	 
	 
	 	FIRST INTERSTATE BANCSYSTEM, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 
	 
	 	 	Title:  	 
	 



B-2









 






	 	 	 	 	 



Annex I to 

Exhibit H [to the Credit Agreement]




Financial Covenant Calculations




	 	 	 	 	 	 	 	 	 
	Section	 	Covenant	 	Tested Person(s)	 	Actual	 	Required
	5.8

	 	Double Leverage Ratio
	 	Borrower
	 	____________
	 	≤ 1.25:1
	5.9

	 	Total Risk-Based
Capital Ratio
	 	Borrower and
Subsidiaries
(consolidated)
	 	____________
	 	≥ 11.75%
	 

	 	 	 	FIB
	 	____________
	 	≥ 10%
	5.10

	 	Tier 1 Risk-Based
Capital Ratio
	 	Borrower and
Subsidiaries
(consolidated)
	 	____________
	 	≥ 6%
	 

	 	 	 	FIB
	 	____________
	 	≥ 6%
	5.11

	 	Tier 1 Leverage Ratio
	 	Borrower and
Subsidiaries
(consolidated)
	 	____________
	 	≥ 5%
	 

	 	 	 	FIB
	 	____________
	 	≥ 5%
	5.12

	 	Allowance for Loan
and Lease Losses (as
percentage of
Non-Performing
Loans)
	 	Borrower and
Subsidiaries
(consolidated)
	 	____________
	 	≥ 60%
	5.13

	 	Return on Assets
	 	Borrower and
Subsidiaries(consolidated)
	 	____________
	 	On or before

3/30/10:

≥ 0.70%

Thereafter:

≥ 0.65%
	5.14

	 	Non-Performing
Assets to Equity Capital
	 	Borrower and
Subsidiaries(consolidated)
	 	____________
	 	On or before

3/30/10:

≤ 45%

Thereafter:

≤ 50%







B-3









 








Exhibit C




Restricted Payments




	 	 	 	 	 
	First Quarter Common Dividend (paid 4/07/2009)
	 	$	3,522,836.25	 
	Second Quarter Common Dividend (paid 7/07/2009)
	 	$	3,513,986.10	 
	First Quarter Preferred Dividend (paid 03/31/2009)
	 	$	834,375.00	 
	Second Quarter Preferred Dividend (paid 06/30/2009)
	 	$	853,125.00	 
	 
	 	 	 	 
	Fourth Quarter 2008 Common Stock Redemptions (paid 4/03/09 to 4/14/09)
	 	$	1,075,333.00	 
	First Quarter Common Stock Redemptions (paid from 6/03/09 to 06/18/09)
	 	$	625,677.00	 
	Second Quarter Common Stock Redemptions (paid from 9/01/09 to 09/09/09)
	 	$	2,212,320.00	 
	 
	 	 	 	 
	Trust Preferred Payments (paid 4/01/09)
	 	$	515,520.14	 
	Trust Preferred Payments (paid 6/12/09)
	 	$	623,957.00	 
	Trust Preferred Payments (paid 7/01/09)
	 	$	505,094.14	 
	Trust Preferred Payments (paid 9/14/09)
	 	$	625,200.00	 
	 
	 	 	 	 
	First Interstate Bank Dividends Paid to Parent Company:
	 	 	 	 
	First Quarter Dividend (paid 4/01/09)
	 	$	7,500,000.00	 
	Second Quarter Dividend (paid 7/01/09)
	 	$	10,000,000.00	 
	 
	 	 	 	 
	First Western Bank Sturgis Dividends Paid to Parent Company:
	 	 	 	 
	First Quarter Dividend (paid 4/01/09)
	 	$	750,000.00	 
	Second Quarter Dividend (paid 7/01/09)
	 	$	750,000.00	 







C-1