July 14, 1998
Ms. Xxxxxx Xxxxx, Controller
BNCCORP, Inc.
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Dear Xxxxxx:
Firstar Bank Milwaukee, N.A. (the "Bank") agrees to amend the Term Loan
Agreement and subsequent Amendments to that Agreement between BNCCORP, Inc. (the
"Company") and the Bank dated February 19, 1996 (together the "Agreement"). The
Agreement is evidenced by a Term Note and certain other loan documents (the
"Loan Documents").
Effective as of March 31, 1998, Section(s) 4.15 (c) of the Agreement are
deleted and replaced with the following:
(c) an average return on assets for BNC National Bank will not be measured
as of 3/31/98; an average return on assets for BNC National Bank of at least
0.65% as of 6/30/98 and 9/30/98 and 0.675% as of 12/31/98; and an average return
on assets for BNC National Bank of Minnesota of at least 1.20%, 1.25% and 1.30%
as of 6/30/98, 9/30/98 and 12/31/98 respectively.
Except as specifically amended by this letter agreement, the Agreement and
the Loan Documents shall remain in full force and effect in accordance with
their respective terms. All warranties and representations contained in the
Agreement and the Loan Documents are hereby reconfirmed as of the date hereof.
All collateral previously provided to secure the Agreement and Loan Documents
continues as security, and all guaranties guaranteeing obligations under the
Loan Documents remain in full force and effect. This is an amendment, not a
novation.
This amendment shall only become effective upon execution by the Company
and the Bank, and approval by any guarantor(s) and any other third party
required by the Bank.
This amendment shall not be construed as or be deemed to be a waiver by
the Bank of existing defaults by the Company, whether known or undiscovered. All
agreements, representations and warranties made herein shall survive the
execution of this amendment.
Page 2
IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ
CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR
ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED.
YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT.
THIS NOTICE SHALL ALSO BE EFFECTIVE WITH RESPECT TO ALL OTHER CREDIT AGREEMENTS
NOW IN EFFECT BETWEEN YOU AND THIS LENDER. A MODIFICATION OF ANY OTHER CREDIT
AGREEMENTS NOW IN EFFECT BETWEEN YOU AND THIS LENDER, WHICH OCCURS AFTER RECEIPT
BY YOU OF THIS NOTICE, MAY BE MADE ONLY BY ANOTHER WRITTEN INSTRUMENT. ORAL OR
IMPLIED MODIFICATIONS TO SUCH CREDIT AGREEMENTS ARE NOT ENFORCEABLE AND SHOULD
NOT BE RELIED UPON.
If the foregoing correctly sets forth your agreement with respect to the
matters described herein, please indicate your agreement in the appropriate
space below and return this letter to us.
Sincerely,
FIRSTAR BANK MILWAUKEE, N.A.
By: /s/ Xxxx Xxxxx
Title: Vice President
Accepted and agreed to:
BNCCORP, INC.:
By: /s/ Xxxxxx X. Xxxxx
Title: Chief Financial Officer
