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Marine Midland Bank <page> Marine Midland Bank One Marine Midland Center, Buffalo, New York 14203 Business Lending Center March 21, 1997 Mr. William Gagliano Four Corners Financial Corporation 370 East Avenue Rochester, New York 14607 Re: Waiver Covenants Dear Mr. Gagliano: We Refer to That Certain Revolving Credit and Term Loan Agreement (The Agreement), Dated December 13, 1995, Between Marine Midland Bank (The "Bank") and Four Corners Financial Corporation (The Borrower). Unless Otherwise Defined Herein, the Terms Defined in the Agreement Are Used Herein as Therein Defined. the Borrower Hereby Requests That the Bank Waive the Following Covenants for the Period Ending December 31, 1995: Working Capital: The Requirement for Working Capital Was $20,000, Actual ($116,812). Current Ratio: The Required Ratio of Current Asset to Current Liabilities of 1.1, Actual .84. Tangible Net Worth: The Required Tangible Net Worth Was $400,000, Actual $350,823. Liabilities to Tangible Net Worth: Required Ratio Was 1.90, Actual 2.49. Net Income: Required Net Income Was $110,000, Actual $85,718. Debt Service Ratio: The Required Ratio Ws 1.75, Actual 1.74. <page> March 21, 1997 Page 2 We Understand That This Waiver Is Effective Only in This Instance and for the Purpose for Which It Is Given. All Other Terms and Conditions in the Agreement Continue to Remain in Full Force and Effect. We Further Understand That No Waiver of Any Single Breach of Default Under This Agreement Shall Be Deemed a Waiver of Any Other Breach or Default. Kindly Execute and Return to the Bank as Soon as Possible, an Acknowledgement of This Letter Which Will Become Efective Upon Banks Receipt of Such Acknowledgement. By: /S/ Ralph Mastradonato Ralph Mastradonato Vice President and Manager By: /S/ William Gagliano William Gagliano Executive Vice President Four Corners Financial Corporation Rm/Sab
