exv10w25






EXHIBIT 10.25




FIRST AMENDMENT TO

CREDIT AGREEMENT




          This Amendment is agreed to as of October 3, 2008, 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) reduce 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 definition of “Aggregate Revolving Commitment Amount” is hereby amended in its
entirety to read as follows:




     “Aggregate Revolving Commitment Amount” means $15,000,000, constituting
the sum of the Revolving Commitments of all Lenders, subject to adjustment
in accordance with Section 2.12.




     (b) 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, 2008 in an amount not less than the
Specified Percentage of Non-Performing Loans. As used in this Section 5.12,
“Specified Percentage” means, with respect to any date of determination, the
percentage set forth below opposite the period in which such date of
determination occurs:



 









 





	 	 	 	 	 
	 	 	Specified
	Period	 	Percentage
	September 30, 2008 through March 30, 2009
	 	 	75	%
	March 31, 2009 through June 29, 2009
	 	 	80	%
	June 30, 2009 through September 29, 2009
	 	 	85	%
	September 30, 2009 through December 30, 2009
	 	 	90	%
	December 31, 2009 and thereafter
	 	 	100	%







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




     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 the end of each
calendar quarter, commencing September 30, 2008, at not less than the
applicable percentage set forth below opposite the period in which such
quarter-end occurs:



	 	 	 	 	 
	Period	 	Percentage
	September 30, 2008 through June 29, 2009
	 	 	17.5	%
	June 30, 2009 and thereafter
	 	 	15.0	%







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




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



          3. Waiver of June 30, 2008 Financial Covenant Defaults. As used in this Section 3,
“Specified Defaults” means the defaults 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:





	 	(x)	Sections 5.12 and 5.14 of the Credit Agreement (prior to the amendment set
forth above) required that the Borrower maintain its allowance for loan and lease
losses at not less than 100% of Non-Performing Loans, and that the Borrower maintain
its Non-Performing Assets at an amount not more than 15% of Primary Equity Capital. In
fact, the Borrower was in default of each of those Sections as of June 30, 2008.
	 
	 	(y)	The Borrower has made certain Restricted Payments that, solely because of the
Event of Default described in paragraph (x) above, constitute a breach of Section 6.4
of the Credit Agreement and accordingly constitute an Event of Default under Section
7.1(d) of the Credit Agreement.




However, the Lenders entering into this Amendment hereby waive (i) the Specified Defaults, and
(ii) the right to increase the rate of interest applicable to the Loans under Section 2.6(d) of the


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Credit Agreement on account of 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. Without
limiting the generality of the foregoing, the Lenders entering into this Amendment are not waiving
their right to increase the rate of interest applicable to the Loans under Section 2.6(d) of the
Credit Agreement on account of any future breach of Section 5.12, 5.14 or 6.4 of the Credit
Agreement.




          4. 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”), an
amendment fee in an amount equal to 0.10% of the sum of (i) such Consenting Lender’s Revolving
Commitment, determined after giving effect to this Amendment, and (ii) such 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 6 are satisfied.




          5. 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 provision of any law,
rule, regulation or order presently in effect having applicability to the Borrower, or
(iii) result in a breach of or constitute a default under any indenture or agreement to
which the Borrower is a party or by which the Borrower or any properties of the Borrower 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.



          6. Conditions; Effective Date. 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), (i) this Amendment, duly executed by the Borrower
and the




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Required Lenders, and (ii) the fee set forth in Section 4. Notwithstanding the foregoing,
upon satisfaction of the conditions set forth in this Section 6, the amendments set forth in
paragraphs (b) and (c) of Section 2 shall be deemed to have become effective as of September 30,
2008.




          7. 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 First Amendment to First Interstate BancSystem, Inc. Credit Agreement




 









 









	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

     as Administrative Agent and Lender

 	 
	 	By:  	/s/ DAVID SCHMALTZ
 	 
	 	 	Name:  	David Schmaltz 	 
	 	 	Title:  	Vice President 	 
	 



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




 









 








	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION

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



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





 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
 	 
	 
	 	By:  	/s/ AMIN ALAKKAD
 	 
	 	 	Name:  	Amin Alakkad 	 
	 	 	Title:  	Vice President 	 
	 



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





 











 





Exhibit A




COMMITMENTS AND ADDRESSES




	 	 	 	 	 
	Name	 	Commitment Amounts	 	Notice Address
	First Interstate BancSystem, Inc.
	 	N/A	 	First Interstate BancSystem, Inc.
	 
	 	 	 	401 N. 31st Street
	 
	 	 	 	Suite 1800
	 
	 	 	 	Billings, MT  59101
	 
	 	 	 	Attention: Terrill R. Moore
	 
	 	 	 	Facsimile: 406-255-5350
	 
	 	 	 	E-mail: tmoore@fib.com
	 
	 	 	 	 
	Wells Fargo Bank, National
	 	N/A	 	Wells Fargo Bank, National
	Association, as
	 	 	 	     Association
	Administrative Agent
	 	 	 	MAC C7301-02E
	 
	 	 	 	2nd Floor
	 
	 	 	 	1740 Broadway
	 
	 	 	 	Denver, CO 80274-0001
	 
	 	 	 	Attention: Cynthia M Spagnola
	 
	 	 	 	Facsimile: 303-863-4909
	 
	 	 	 	E-mail: spagnoc@wellsfargo.com
	 
	 	 	 	 
	Wells Fargo Bank, National
	 	Revolving Commitment:	 	Wells Fargo Bank, National
	Association, as a Lender
	 	     $5,526,315.78	 	           Association
	 
	 	Term Commitment:	 	MAC C7301-02E
	 
	 	     $18,421,052.63	 	2nd Floor
	 
	 	 	 	1740 Broadway
	 
	 	 	 	Denver, CO 80274-0001
	 
	 	 	 	Attention: Cynthia M Spagnola
	 
	 	 	 	Facsimile: 303-863-4909
	 
	 	 	 	E-mail: spagnoc@wellsfargo.com
	 
	 	 	 	 
	U.S. Bank National Association
	 	Revolving Commitment:	 	U.S. Bank National Association
	 
	 	     $3,157,894.74	 	EP-MN-S9CB
	 
	 	Term Commitment:	 	101 E. 5th Street
	 
	 	     $10,526,315.79	 	St. Paul, MN 55101
	 
	 	 	 	Attention: Steve Moore
	 
	 	 	 	Facsimile: 651-466-8270
	 
	 	 	 	E-mail: steve.moore@usbank.com






 









 






	 	 	 	 	 
	Name	 	Commitment Amounts	 	Notice Address
	First Tennessee Bank, National
	 	Revolving Commitment:	 	First Tennessee Bank, National
	Association
	 	     $3,157,894.74	 	         Association
	 
	 	Term Commitment:	 	845 Crossover Lane, Suite 150
	 
	 	     $10,526,315.79	 	Memphis, TN 38117
	 
	 	 	 	Attention: Wade Rhea
	 
	 	 	 	Facsimile: 901-435-7983
	 
	 	 	 	E-mail: wade.rhea@ftnfinancial.com
	 
	 	 	 	 
	JPMorgan Chase Bank, National
	 	Revolving  Commitment:	 	JPMorgan Chase Bank, National
	Association
	 	     $3,157,894.74	 	                            Association
	 
	 	Term Commitment:	 	10 S. Dearborn, Mailcode IL1-1235
	 
	 	     $10,526,315.79	 	Chicago IL 60603-2003
	 
	 	 	 	Attention: Amin AlAkkad
	 
	 	 	 	Facsimile: 312-732-7002
	 
	 	 	 	E-mail: amin.alakkad@chase.com







 









 








Exhibit B




Pricing Grid




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Summary Criteria	 	LIBO Rate	 	Floating Rate	 	Commitment
	Level	 	(Funded Debt Ratio)	 	Margin	 	Margin	 	Fee
	I	 	< 1.00
	 	 	1.625	%	 	 	0.125	%	 	 	0.25	%
	II	 	3  1.00 but < 2.00
	 	 	1.750	%	 	 	0.250	%	 	 	0.30	%
	III	 	3  2.00
	 	 	1.875	%	 	 	0.375	%	 	 	0.35	%






          “Level I Status” exists if, as of the date of determination, the Funded Debt Ratio of the
Borrower and its Subsidiaries is less than 

1.00 to 1.




          “Level II Status” exists if, as of the date of determination, the Funded Debt Ratio of the
Borrower and its Subsidiaries is 1.00 to 1 or greater, but less than 2.00 to 1.




          “Level III Status” exists if, as of the date of determination, the Funded Debt Ratio of the
Borrower and its Subsidiaries is 2.00 to 1 or greater.