ANDStock Purchase Agreement • January 14th, 2000 • Bnccorp Inc • National commercial banks • North Dakota
amongTrust Agreement • August 10th, 2000 • Bnccorp Inc • National commercial banks • Delaware
EXHIBIT 1.1 BNCCORP, Inc. ___% Subordinated Notes due 2004 UNDERWRITING AGREEMENTUnderwriting Agreement • May 8th, 1997 • Bnccorp Inc • National commercial banks • Minnesota
RECITALSRevolving Credit Agreement • August 14th, 1997 • Bnccorp Inc • National commercial banks
W I T N E S S E T H:Termination Agreement • November 15th, 1999 • Bnccorp Inc • National commercial banks
THIS AGREEMENT is made and entered into this 9th day of September, 1999, by and between BNCCORP, Inc. (the "Company"); BNC National Bank (the "Bank") and Kevin Pifer ("Pifer").
andGuarantee Agreement • August 13th, 2001 • Bnccorp Inc • National commercial banks • New York
BNCCORP, INC., as Issuer INDENTURE Dated as of July 31, 2001Indenture • August 13th, 2001 • Bnccorp Inc • National commercial banks • New York
EXHIBIT 10.27 EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 1999 • Bnccorp Inc • National commercial banks • North Dakota
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 1998 • Bnccorp Inc • National commercial banks • North Dakota
EXHIBIT 10.28 RESTRICTED STOCK AGREEMENT UNDER THE BNCCORP, INC. 1995 STOCK INCENTIVE PLAN THIS AGREEMENT is entered into as of _______________, by and between BNCCORP, INC. ("BNCCORP") and ______________ ("Award Recipient"). WHEREAS, BNCCORP...Restricted Stock Agreement • March 29th, 1999 • Bnccorp Inc • National commercial banks
Exhibit 2.7 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 30th, 1998 • Bnccorp Inc • National commercial banks • North Dakota
EXHIBIT 10.25 ------------------------------------------------------------------------------ EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 1999 • Bnccorp Inc • National commercial banks • North Dakota
Exhibit 10.17 ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT made this 29th day of August, 1997, by and between Preferred Investment Services, Inc., with its principal place of business at One East Wacker Drive, Suite 3622, Chicago, Illinois 60601,...Assignment Agreement • March 30th, 1998 • Bnccorp Inc • National commercial banks
EXHIBIT 10.29 AMENDMENT TO TERM LOAN-- AGREEMENT AND TERM NOTE This amendment (the "Amendment'), dated as of the date specified below, is by and between the borrower (the "Borrower") and the bank (the "Bank") identified below. RECITALS A. The Borrower...Term Loan Agreement • March 29th, 1999 • Bnccorp Inc • National commercial banks
Exhibit 2.6 STOCK PURCHASE AGREEMENT THIS AGREEMENT is made and entered effective this 1st day of January , 1997, by and between BNC National Bank, which maintains a principal banking house at 322 East Main Street, Bismarck, ND 58501 (hereinafter...Stock Purchase Agreement • March 28th, 1997 • Bnccorp Inc • National commercial banks
GUARANTEE AGREEMENT BNCCORP, INC. Dated as of July 30, 2007Guarantee Agreement • August 3rd, 2007 • Bnccorp Inc • National commercial banks • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of July 30, 2007, is executed and delivered by BNCCORP, Inc., a bank holding company incorporated in North Dakota (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of BNC Statutory Trust III, a Delaware statutory trust (the “Issuer”).
EXHIBIT 10.4 Amendment The Employment Agreement among BNCCORP, Inc., Bismarck National Bank (now known as "BNC National Bank"), and Thomas Resch dated as of May 16, 1995 is hereby amended as follows:Employment Agreement • May 8th, 1997 • Bnccorp Inc • National commercial banks
Exhibit 10.16 CONTRACT OF SALE AGREEMENT made this 29th day of August, 1997, by and between BNC National Bank, a National Banking Association, (Buyer) and Preferred Investment Services, Inc., an Illinois corporation, (Seller). W I T N E S S E T H:...Contract of Sale • March 30th, 1998 • Bnccorp Inc • National commercial banks • North Dakota
betweenJunior Subordinated Indenture • August 10th, 2000 • Bnccorp Inc • National commercial banks • New York
RIGHTS AGREEMENT dated as of May 30, 2001 between BNCCORP, Inc. and AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights AgentRights Agreement • June 5th, 2001 • Bnccorp Inc • National commercial banks • New York
Exhibit 10.15 STOCK OPTION AGREEMENT FOR THE GRANT OF INCENTIVE STOCK OPTIONS UNDER THE BNCCORP, INC. 1995 STOCK INCENTIVE PLAN THIS AGREEMENT is entered into as of January 2,1998, by and between BNCCORP, INC., a Delaware corporation (the "Company"),...Stock Option Agreement • March 30th, 1998 • Bnccorp Inc • National commercial banks
Exhibit 10.32 TERMINATION AGREEMENT THIS AGREEMENT is made and entered into this 28th day of September, 1999, by and between BNCCORP, Inc. (the "Company"); BNC National Bank (the "Bank") and Jon Strinden ("Strinden"). WHEREAS, Strinden is an employee...Termination Agreement • November 15th, 1999 • Bnccorp Inc • National commercial banks
THIS AGREEMENT is made and entered into this 28th day of September, 1999, by and between BNCCORP, Inc. (the "Company"); BNC National Bank (the "Bank") and Jon Strinden ("Strinden").
RECITALSRevolving Credit Agreement • March 29th, 1999 • Bnccorp Inc • National commercial banks
BRANCH PURCHASE AND ASSUMPTION AGREEMENTBranch Purchase and Assumption Agreement • November 19th, 2002 • Bnccorp Inc • National commercial banks • North Dakota
ARTICLE I. LOANSRevolving Credit Agreement • November 13th, 1998 • Bnccorp Inc • National commercial banks
BNC STATUTORY TRUST III Floating Rate Capital Securities Fully and Unconditionally Guaranteed as to Distributions and Other Payments by BNCCORP, INC. PURCHASE AGREEMENTPurchase Agreement • August 3rd, 2007 • Bnccorp Inc • National commercial banks • New York
BNCCORP, Inc., a bank holding company incorporated in Delaware (the “Company”) and BNC Statutory Trust III, a Delaware statutory trust (the “Trust” and, collectively with the Company, the “Offerors”), propose, subject to the terms and conditions stated herein, to issue and sell to Merrill Lynch International (the “Purchaser”), 14,000 of Floating Rate Capital Securities of the Trust (the “Debt Securities”), having a stated liquidation amount of $1,000 per capital security and bearing a variable distribution rate per annum, reset quarterly, equal to LIBOR (as defined in the Indenture (as defined below)) plus 1.40% (the “Floating Rate”). The Company also proposes to issue and sell an additional 1,000 of capital securities pursuant to a placement agreement dated as of the date hereof, among the Offerors and the placement agent thereto.
BNCCORP, Inc.Underwriting Agreement • May 22nd, 1997 • Bnccorp Inc • National commercial banks
BNCCORP, INC. ANDIndenture • May 22nd, 1997 • Bnccorp Inc • National commercial banks • New York
BNC STATUTORY TRUST III Floating Rate Capital Securities Fully and Unconditionally Guaranteed as to Distributions and Other Payments by BNCCORP, INC. PLACEMENT AGREEMENTPlacement Agreement • August 3rd, 2007 • Bnccorp Inc • National commercial banks • New York
BNCCORP, Inc., a bank holding company incorporated in Delaware (the “Company”) and BNC Statutory Trust III, a Delaware statutory trust (the “Trust” and, collectively with the Company, the “Offerors”), propose, subject to the terms and conditions stated herein, to issue and sell 1,000 of Floating Rate Capital Securities of the Trust (the “Debt Securities”), having a stated liquidation amount of $1,000 per capital security and bearing a variable distribution rate per annum, reset quarterly, equal to LIBOR (as defined in the Indenture (as defined below)) plus 1.40% (the “Floating Rate”). StoneCastle Securities, LLC is acting as the exclusive agent of the Company and the Trust in connection with the offering of the Debt Securities. The Company also proposes to issue and sell an additional 14,000 of capital securities pursuant to a purchase agreement dated as of the date hereof, among the Offerors and the purchaser named therein.
EMPLOYMENT AND NON-COMPETITION AGREEMENT among BNC INSURANCE, INC., MILNE & COMPANY INSURANCE, INC. and TERRENCE M. SCALI dated as of April 16, 2002Employment Agreement • May 1st, 2002 • Bnccorp Inc • National commercial banks • Arizona
This Employment and Non-Competition Agreement (this "Agreement") is made effective as of the 16th day of April, 2002, by and among BNC Insurance, Inc., a North Dakota corporation ("BNC Insurance"), Milne & Company Insurance, Inc., an Arizona corporation ("Milne Scali" and together with BNC Insurance, or the surviving or successor entity pursuant to the merger or consolidation of Milne Scali and BNC Insurance, the "Company"), and Terrence M. Scali ("Executive"). All capitalized terms used but not defined herein shall have the meaning set forth in the Purchase Agreement described below.
July 14, 1998 Ms. Brenda Rebel, Controller BNCCORP, Inc. 322 East Main Street Bismarck, ND 58501 Dear Brenda: Firstar Bank Milwaukee, N.A. (the "Bank") agrees to amend the Revolving Credit Agreement and subsequent Amendments to that Agreement between...Revolving Credit Agreement • August 14th, 1998 • Bnccorp Inc • National commercial banks
EMPLOYMENT SEPARATION AGREEMENTEmployment Separation Agreement • March 15th, 2007 • Bnccorp Inc • National commercial banks • Arizona
This EMPLOYMENT SEPARATION AGREEMENT (the “Agreement”) is made and entered into this 13th day of March, 2007, by and between BNC Insurance Services, Inc., an Arizona corporation (the “Company”), and Richard W. Milne, Jr., an individual resident of the State of Arizona (“Executive”).
PURCHASE AND SALE AGREEMENT AMONG HUB INTERNATIONAL OF CALIFORNIA INSURANCE SERVICES, INC., BNCCORP, INC. AND BNC INSURANCE SERVICES, INC. Dated as of March 14, 2007Purchase and Sale Agreement • March 15th, 2007 • Bnccorp Inc • National commercial banks • Arizona
This PURCHASE AND SALE AGREEMENT, dated as of March 14, 2007 (this “Agreement”), is made and entered into by and among Hub International of California Insurance Services, Inc., a California corporation (“Buyer”), BNCCORP, Inc., a Delaware corporation (“Parent”), and BNC Insurance Services, Inc., an Arizona corporation (“Seller”).
July 14, 1998 Ms. Brenda Rebel, Controller BNCCORP, Inc. 322 East Main Street Bismarck, ND 58501 Dear Brenda: Firstar Bank Milwaukee, N.A. (the "Bank") agrees to amend the Term Loan Agreement and subsequent Amendments to that Agreement between...Term Loan Agreement • August 14th, 1998 • Bnccorp Inc • National commercial banks
STOCK PURCHASE AGREEMENT among BNCCORP, INC., BNC INSURANCE, INC. and RICHARD W. MILNE, JR., TERRENCE M. SCALI, The Richard W. Milne, Jr. and Robin Jayne Milne Revocable Living Trust, The Terrence M. Scali and Marcella A. Scali Family Trust, Nancy...Stock Purchase Agreement • May 1st, 2002 • Bnccorp Inc • National commercial banks • Arizona
This Stock Purchase Agreement (this "Agreement"), dated as of March 22, 2002 (the "Effective Date"), is by and among BNCCORP, Inc., a Delaware corporation ("BNC"), BNC Insurance, Inc., a North Dakota corporation (the "Agency"), and Richard W. Milne, Jr., Terrence M. Scali, the Richard W. Milne, Jr. and Robin Jayne Milne Revocable Living Trust, and the Terrence M. Scali and Marcella A. Scali Family Trust (collectively, the "Principal Shareholders" and each a "Seller"), G. Steven Hay, Nancy Kozloski-Rausch, Ronald Cadaret, Anthony J. Scali, and the Hammontree/Turnacliff Revocable Trust (collectively, the "Other Shareholders," each a "Seller" and collectively with the Principal Shareholders, the "Sellers").
