exv10w1






Exhibit 10.1




AMENDMENT NO. 6 TO

AMENDED AND RESTATED CREDIT AGREEMENT




     THIS AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 29, 2010,
amends and supplements the Amended and Restated Credit Agreement dated as of June 9, 2008, as
amended (as so amended, the “Credit Agreement”) among ANCHOR BANCORP WISCONSIN INC., a Wisconsin
corporation (the “Borrower”), the financial institutions from time to time party thereto
(individually a “Lender” and collectively the “Lenders”) and U.S. BANK NATIONAL ASSOCIATION, a
national banking association, as administrative agent for the Lenders (in such capacity, the
“Agent”).



RECITAL




     The parties hereto desire to amend the Credit Agreement as provided below.



AGREEMENTS




     In consideration of the promises and agreements set forth in the Credit Agreement, as amended
and supplemented hereby, the Borrower and the Lenders agree as follows:



     1. References. Upon the execution and delivery of this Amendment No. 6 to Amended and
Restated Credit Agreement (“Amendment No. 6”) by the Borrower, the Lenders and the Agent and the
satisfaction of the conditions listed in Section 3 below, each reference to the Credit Agreement
contained in the Credit Agreement, and any other document, instrument or agreement relating thereto
means the Credit Agreement as amended by this Amendment No. 6. This Amendment No. 6 is a Loan
Document.



     2. Amendments to Credit Agreement.



          (a) The defined term “Badger Transaction Documents” in Section 1.1 of the Credit Agreement is
deleted in its entirety.




          (b) The defined term “Base Rate” appearing in Section 1.1 of the Credit Agreement is amended
in its entirety as follows:




          “Base Rate” means a per annum rate equal to 0.00%.







 









 








          (c) The defined term “Maturity Date” in Section 1.1 of the Credit Agreement is amended by
deleting the date “May 31, 2010” and replacing it with the date “May 31, 2011”.




          (d) Section 2.3(b) of the Credit Agreement is amended in its entirety to read as follows:





     (b) Interest Payments. Interest accruing on the Loans shall be due on
the earlier to occur of (i) the date the Loans are paid in full or (ii) the
Maturity Date.



          (e) Section 2.6(a) of the Credit Agreement is amended in its entirety to read as follows:





     (a) Mandatory. [Intentionally deleted.]



          (f) Section 2.8(a) of the Credit Agreement is amended by deleting the date “May 31, 2010”
appearing in subsection (ii) thereof and replacing it with “the Maturity Date”.




          (g) Section 4.11(e) of the Credit Agreement is amended in its entirety to read as follows:





     (e) Promptly, and in any event within 10 days, after the Borrower has
knowledge thereof, a statement of the chief financial officer of the Borrower
describing: (i) any event which, either of itself or with the lapse of time or the
giving of notice or both, would constitute a Default hereunder or a default under
any other material agreement to which the Borrower or any Subsidiary is a party,
together with a statement of the actions which the Borrower proposes to take with
respect thereto; and (ii) any pending or threatened litigation or administrative
proceeding of the type described in section 4.3;



          (h) Section 4.15 of the Credit Agreement is amended in its entirety to read as follows:




               4.15 Financial Covenants.




          (a) The Subsidiary Bank shall maintain a Tier 1 Leverage Ratio of not less than
(i) 3.75% at all times during the period from April 29, 2010 through May 31, 2010,
(ii) 3.85% at all times during the period from June 1, 2010 through August 31, 2010,
(iii) 3.90% at all times during the period from September 1, 2010 through November
30, 2010, and (iv) 3.95% at all times thereafter.



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          (b) The Subsidiary Bank shall maintain a Total Risk Based Capital Ratio of not
less than (i) 7.10% at all times during the period from April 29, 2010 through May
31, 2010, (ii) 7.35% at all times during the period from June 1, 2010 through August
31, 2010, (iii) 7.60% at all times during the period from September 1, 2010 through
November 30, 2010, and (iv) 7.65% at all times thereafter.




          (c) The ratio of Non-Performing Loans to Gross Loans shall not exceed (i)
14.50% at all times during the period from April 29, 2010 through May 31, 2010, (ii)
13.00% at any time during the period from June 1, 2010 through September 30, 2010,
(iii) 12.50% at any time during the period from October 1, 2010 through November 30,
2010, (iv) 12.00% at any time during the period from December 1, 2010 through March
31, 2010, (v) 11.00% at any time during the period from April 1, 2010 through April
30, 2010, and (vi) 10.00% at any time thereafter.



          (i) Section 4.20 of the Credit Agreement is amended in its entirety to read as follows:




               4.20 Escrow Deposit. [Intentionally deleted.]



          (j) Section 4.21 of the Credit Agreement is amended in its entirety to read as follows:




               4.21 Future Discussions. [Intentionally deleted.]



          (k) Section 4.22 of the Credit Agreement is amended in its entirety as follows:





4.22 Financial Consultant. At all times prior to the Maturity Date, the
Borrower shall retain, at its own expense, the services of a financial consultant
reasonably acceptable to the Agent and the Lenders, on terms and conditions
acceptable to the Agent and the Lenders. The Agent and the Lenders, and their
respective representatives, shall have unlimited access to such financial
consultant and any reports or other documents prepared by such financial
consultant.



          (l) Section 6.1(i) of the Credit Agreement is deleted in its entirety.




          (m) For the avoidance of doubt, the Borrower acknowledges and agrees that, notwithstanding any
provision in the Credit Agreement to the






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contrary, the Lenders have no obligation to make any additional Loans to the Borrower, and
amounts repaid may not be reborrowed.




          (n) Exhibit B to the Credit Agreement is hereby deleted and replaced in its entirety with
Exhibit B attached hereto.




          (o) Schedule 4.3 to the Credit Agreement is hereby deleted and replaced in its entirety with
Schedule 4.3 attached hereto.




     3. Closing Conditions. This Amendment No. 6 shall become effective upon the execution
and delivery of this Amendment No. 6 by the Borrower, the Lenders and the Agent, and the following:



          (a) payment of interest accrued on the Loans from and after March 31, 2010 through and
including April 28, 2010 at the Base Rate in effect prior to the effective date of this Amendment;




          (b) the receipt by the Agent of a resolution of the Board of Directors of the Borrower
authorizing the execution and delivery of this Amendment No. 6, certified to be accurate and
complete by the Secretary or Assistant Secretary of the Borrower;




          (c) the receipt by the Agent of a certificate of the President or Vice President of the
Borrower to the effect that the representations and warranties of the Borrower set forth in the
Credit Agreement and the other Loan Documents are accurate and complete in all material respects
and that no Default or Event of Default exists other than the Existing Defaults (as defined below);
and




          (d) the receipt by the Agent of such other documents and instruments relating hereto as the
Agent shall reasonably request.




     4. Representations and Warranties; No Default.



          (a) The execution and delivery of this Amendment No. 6 has been duly authorized by all
necessary corporate action on the part of the Borrower and does not violate or result in a default
under the Borrower’s Articles of Incorporation or By-Laws, any applicable law or governmental
regulation or any material agreement to which the Borrower is a party or by which it is bound.




          (b) The representations and warranties of the Borrower in the Credit Agreement are true and
correct in all material respects and, except for the Existing Defaults, no Default or Event of
Default exists.




     5. Limited Waiver. Upon satisfaction of the conditions set forth in Section 3, the
Agent and each Lender hereby waive the existing Events of Default



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under the Credit Agreement disclosed by the Borrower to the Agent as of April 29, 2010 (the
“Existing Defaults”); provided that such waiver does not in any way extend to the Borrower’s
compliance with the Credit Agreement, as amended hereby, on and after the date of this Amendment
No. 6. The Borrower agrees that, except as set forth in the previous sentence, nothing contained
herein shall be construed as a waiver by the Agent or the Lenders of the Borrower’s compliance with
each representation, warranty or covenant contained in the Credit Agreement and that no waiver of
any provision of the Credit Agreement by the Agent or the Lenders has occurred. The Borrower
further agrees that nothing contained herein shall impair the right of the Agent or the Lenders to
require strict performance by the Borrower of the Credit Agreement.




     6. Amendment Fees. The Agent, the Lenders and the Borrower acknowledge that the
Borrower has previously agreed to pay to the Agent, for the ratable account of the Lenders, an
amendment fee of $1,163,000 (the “Fifth Amendment Fee”), which Fifth Amendment Fee was fully earned
by the Lenders upon execution of Amendment No. 5. Notwithstanding anything to the contrary in
Amendment No. 5, the Fifth Amendment Fee shall be due and payable on the earlier to occur of (i)
the date on which the Loans are paid in full or (ii) the Maturity Date. In addition to the Fifth
Amendment Fee, the Borrower shall pay a fee in an amount equal to the balance in the Escrow Account
(as defined in the Credit Agreement prior to giving effect to this Amendment No. 6) after payment
of outstanding interest in accordance with Section 3(a) hereof (the “Sixth Amendment Fee”), which
Sixth Amendment Fee shall be fully earned by the Lenders and payable on the date hereof. The Fifth
Amendment Fee and the Sixth Amendment Fee shall be in addition to any other amendment fee or other
fee payable pursuant to any other agreement or other Loan Document.



     7. Waiver, Release of Claims, and Indemnification. The Borrower, for itself and each
and all of its officers, employees, agents, shareholders, members, directors, heirs, successors,
and assigns, does hereby fully, unconditionally, and irrevocably waive and release the Agent and
the Lenders and their respective officers, employees, agents, directors, shareholders, affiliates,
attorneys, successors, and assigns (each a “Released Party”), of and from any and all claims,
liabilities, obligations, causes of action, defenses, counterclaims, and setoffs, of any kind,
whether known or unknown and whether in contract, tort, statute, or under any other legal theory,
arising out of or relating to any act or omission by the Agent, any Lender or any other Released
Party, on or before the date of this Amendment No. 6. The Borrower agrees to defend, indemnify,
and hold the Agent, each Lender and each other Released Party harmless from and against any and all
losses, costs, expenses, damages, or liabilities (including reasonable attorneys’ fees) incurred in
connection with any demand, claim, counterclaim, cause of



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action, or proceeding brought as a result of, or arising out of, or in any way related to any
of the Loan Documents, this Amendment No. 6, any documents executed in connection with or related
to any of the Loan Documents, the performance by the Agent and each Lender under any of the Loan
Documents or any documents executed in connection with or related to this Amendment No. 6 or any of
the other Loan Documents, or any transaction financed or to be financed, in whole or in part,
directly or indirectly, with the proceeds of any Loans. Notwithstanding the foregoing, the
Borrower shall not have any obligation to defend, indemnify, or hold the Agent, any Lender or any
other Released Party harmless with respect to any loss, cost, expense, damage, or liability
resulting solely from willful misconduct on the part of the Agent, such Lender or such other
Released Party.




     8. Governing Law. This Amendment No. 6 shall be governed by and construed in
accordance with the internal laws (without regard to the conflict of law provisions) of the State
of Wisconsin.



     9. Costs and Expenses. The Borrower agrees to pay to the Agent and each Lender all
costs and expenses (including reasonable attorneys’ fees) paid or incurred by the Agent or such
Lender in connection with the negotiation, execution and delivery of this Amendment No. 6.



     10. Full Force and Effect. The Credit Agreement, as amended by this Amendment No. 6,
remains in full force and effect.



     11. Relief from the Automatic Stay. As a material inducement to the Agent and the
Lenders to enter into this Amendment No. 6, the Borrower hereby stipulates and agrees that the
Agent and the Lenders shall be entitled to relief from the automatic stay imposed by 11 U.S.C. §
362 or any similar stay or suspension of remedies under any other federal or state law in the event
the Borrower becomes subject to a bankruptcy or other insolvency proceeding, to allow the Agent and
the Lenders to exercise their rights and remedies under the Loan Documents.



     12. Counterparts. This Amendment No. 6 may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall constitute but one
and the same instrument; signature pages may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages are physically attached to the same
document.



Signature Page Follows




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     IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 6 as of the date first
set forth above.



	 	 	 	 	 
	 	ANCHOR BANCORP WISCONSIN INC.

 	 
	 	BY:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION, as the Agent and
a Lender

 	 
	 	BY:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ASSOCIATED BANK, NATIONAL ASSOCIATION

 	 
	 	BY:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BANK OF AMERICA, N.A.

 	 
	 	BY:  	 	 
	 	 	Name:  	 	 
	 	 	Title: