Exhibit 10.13
THIRD AMENDMENT TO TERM LOAN AGREEMENT
AND TERM NOTE
This Amendment, dated as of the date set forth below, is by and between
the bank (the "Bank") and the borrower (the "Borrower") identified below.
RECITALS
The Bank and the Borrower acknowledge the following:
A. The Bank and the Borrower have executed a Term Loan Agreement (the
"Agreement", and the Borrower has executed a Term Note (the "Note") both dated
February 19,1996, and the Borrower has executed certain other related documents
(collectively the "Loan Documents") setting forth the terms and conditions upon
which the Borrower may obtain a term loan from the Bank in an amount of
$3,000,000.
B. The Agreement and the Note were amended on February 11,1997 and on July
16,1997.
C. The Bank and the Borrower now wish to further amend the Agreement and
the Note pursuant to the terms and provisions of this Third Amendment to Term
Loan Agreement and Term Note (the "Amendment").
AGREEMENTS
NOW, THEREFORE, in consideration of the recitals and mutual agreements
which follow and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Bank and the Borrower agree as
follows:
1. Extension of Maturity Date. The reference to "February 19, 1998" in the
Note as the maturity date of the loan is hereby deleted and replaced with
"February 19, 1999."
2. Primary Capital to Assets. Paragraph 4.15 (d) is deleted and replaced
with the following:
(d) Primary Capital to Assets for BNC National Bank as follows: at
least 6.25% measured as of March 31, 1998: at least 6.50% measured as of
June 30, 1998; at least 6.75% measured as of September 30, 1998; and at
least 7.00% measured as of December 31, 1998. Primary Capital to Assets
for BNC National Bank of Minnesota of at least 7.0% measured as of each
March 31, 1998, June 30, 1998, September 30, 1998 and December 31, 1998.
3. Return on Assets. Paragraph 4.15 (c) of the Agreement is deleted and
replaced with the following:
(c) an average return on Assets for BNC National Bank of at least
.70% measured as of March 31, 1998; at least .75% measured as of each June
30, 1998 and September 30, 1998 and at least .85% measured as of December
31, 1998. An average return on Assets of BNC National Bank of Minnesota of
at least 1.00% measured as of each March 31, 1998, June 30, 1998,
September 30, 1998 and December 31, 1998.
4. Effectiveness of Prior Documents. Except as specifically amended
hereby, the Agreement shall remain in full force and effect in accordance with
its terms. All warranties and representations contained therein are hereby
reconfirmed. All collateral previously given to secure the Agreement continues
as security and all guarantees remain in full force and effect. This is an
amendment, not a novation.
5. Preconditions to Effectiveness. This Amendment shall only become
effective upon execution by the Borrower and the Bank, and approval by all
guarantors (if any) and any other third party required by the Bank.
6. No Waiver of Defaults; Warranties. This Amendment shall not be
construed as or be deemed to be a waiver by the Bank of existing defaults by the
Borrower, whether known or undiscovered All agreements, representations and
warranties made herein shall survive the execution of this Amendment.
7. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be considered an original, but when taken
together shall constitute one document.
8. Authorization. The Borrower and all guarantors (if any) represent and
warrant that the execution, delivery and performance of this Amendment and the
documents referenced herein are within the corporate or partnership powers (as
applicable) of the Borrower and all corporate or partnership guarantors, and
have been duly authorized by all necessary corporate or partnership action.
Dated as of February 19, 1998.
BNCCORP, INC.,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx, President
FIRSTAR BANK MILWAUKEE, N.A.
(Bank)
By: /s/ Xxxx X. Xxxxx
Xxxx X Xxxxx, Vice President
