REVOLVING LINE OF CREDIT
AGREEMENT
This agreement is made this 1st day of April, 1996, between Union
Bankshares, Ltd., a Delaware corporation (the "Borrower"), and Union
Bank & Trust, a Colorado corporation (the "Subsidiary Association"),
and Boatmen's First National Bank of Kansas City (the "Bank"), having
its principal office at 00 Xxxx 00xx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx.
Subject to the terms and conditions of this Agreement and the
Note and Security Agreement issued hereunder, the Bank agrees to
extend to the Borrower on or after April 1, 1996 a Revolving Line of
Credit in an amount not to exceed three million and no/100 dollars
($3,000,000.00).
ARTICLE I
1.1 Revolving Line of Credit. Boatmen's agrees, on the terms
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and subject to the conditions hereinafter set forth and at the request
of the Borrower, to make revolving credit loans to Borrower during the
period commencing on April 1, 1996 and terminating on April 1, 1997 in
amounts not to exceed an aggregate of $3,000,000.00 (the "Line of
Credit"); provided, that the amount remaining available under the Line
of Credit shall be reduced by any loans made under the Line of Credit
in the event the proceeds from a borrowing under the Line of Credit
are used to acquire the stock of a bank or bank holding company.
Borrower may borrow, repay and reborrow under the Line of Credit
during the term of the Note provided however, in no event shall
Boatmen's be obligated to make advances totaling in excess of
$3,000,000.00 at any one time.
1.2 Line of Credit Note. Borrower agrees to execute and deliver
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to Boatmen's to evidence any advances made under the Line of Credit a
Promissory Note in the form attached hereto as Exhibit A.
1.3 Repayment. Principal under the Line of Credit Note shall be
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due and payable in full on the Line Maturity Date. Interest will be
due and payable quarterly on amounts borrowed, the first day of the
third, sixth and ninth months following the date of the Line of Credit
Note and on April 1, 1997, on which date all accrued but unpaid
interest shall be due and payable in full.
1.4 Use of Proceeds. The proceeds of loans to be made under the
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Line of Credit shall be available for use by Borrower solely for
capital needs, or to purchase the stock of banks or bank holding
companies, provided not less that 80% of the issued and outstanding
capital stock of each such bank to be acquired is purchased. In the
event Borrower desires to use any part of the proceeds from the Line
of Credit to directly or indirectly purchase the stock of a bank or
bank holding company with total assets in excess of 10% of the total
assets of Borrower as of the January 1 next preceding the estimated
closing date of such proposed acquisition, then Boatmen's shall have
the opportunity to perform such due diligence of such bank as it deems
necessary and it is satisfied, in its sole and absolute discretion,
with the results of such due diligence.
1.5 Collateral Security. Pursuant to the security agreement in
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form attached hereto as Exhibit C, payment of the Line of Credit Note
will be secured by an first pledge and security interest covering 100%
(470 shares) of the capital stock of Union Bank & Trust, Denver,
Colorado, the Subsidiary Association. Advances to purchase banks will
require the pledging of the common stock of the bank being purchased.
1.6 Other Agreements. This Revolving Line of Credit Agreement
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is also subject to certain terms and conditions as stated in that
certain Loan Agreement, attached as Exhibit B, dated March 1, 1996
between Union Bankshares, Ltd., Union Bank & Trust and Boatmen's First
National Bank of Kansas City. The only parts of that Loan Agreement
not applicable is that certain section of 1.3 referring to specific
principal reductions as outlined in Exhibit B of the Loan Agreement
and Section 9 referring to the "Entire Agreement". Loans made under
the line of credit to purchase banks or bank holding companies will be
made on substantially the same terms, conditions, note and security
forms as the Agreement for our previous loan to the Borrower in the
amount of $4,000,000.00 under such Loan Agreement.
1.7 Entire Agreement. This agreement, including the exhibits
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hereto, is the final expression of the Agreement between Boatmen's and
the Borrower with respect to the subject matter hereof. This
agreement may not be contradicted by evidence of any prior oral
agreement or of a contemporaneous oral agreement between the parties.
In the event of any conflict between the terms of this agreement and
those of any agreement or commitment entered into in connection
herewith, the terms of this agreement shall govern.
All of the terms of the final agreement of the parties not set
forth above or which vary any terms set forth above, including any
previous oral agreements are as follows:
No unwritten oral agreement between the parties exists.
IN WITNESS WHEREOF, the parties have executed and delivered this
agreement effective on the date first above written.
"Borrower"
UNION BANKSHARES, LTD.
By: ____________________________________
Title __________________________________
"Subsidiary Association"
Union Bank & Trust
By: ____________________________________
Title __________________________________
"Bank"
BOATMEN'S FIRST NATIONAL BANK
OF KANSAS CITY
By: ____________________________________
Title __________________________________
EXHIBIT A
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LINE OF CREDIT NOTE
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$3,000,000 and interest Kansas City, Missouri
April 1, 1996
FOR VALUE RECEIVED, the undersigned, UNION BANKSHARES, LTD., a
Delaware corporation (the "Borrower"), hereby promises to pay to the
order of BOATMEN'S FIRST NATIONAL BANK OF KANSAS CITY (together with
its successors and assigns, "Boatmen's"), the principal sum of the
lesser of (i) THREE MILLION DOLLARS ($3,000,000), or (ii) the
aggregate unpaid principal amount or all advances made by Boatmen's
hereunder, on April 1, 1997 (the "Maturity Date").
The principal balance from time to time outstanding under this
Line of Credit Note shall bear interest from the date hereof at the
rate per annum equal to Boatmen's "Corporate Base Rate" (as
hereinafter defined), except as otherwise provided herein. As used
herein, the term "Corporate Base Rate" means the rate of interest
announced by the bank as its corporate base rate from time to time,
the Corporate Base Rate to change when and as such corporate base rate
changes; provided, however, that the "Corporate Base Rate" shall
change no more often than daily. The Bank's corporate base rate shall
be the rate generally charged to its preferred business lending
customers for 90 day loans; provided, that such rate need not
necessarily represent the lowest or best rate actually charged to any
customer. Interest shall be payable quarterly in arrears on July 1,
1996, October 1, 1996, January 1, 1997, and on the Maturity Date, upon
any prepayment, at maturity (whether by acceleration or otherwise)
and, after such maturity, on demand and shall be computed on the basis
of a 365-day year.
Any amount hereunder which is not paid when due, whether at
stated maturity, by acceleration or otherwise, shall bear interest
from the date when due until paid at the lesser of (i) the foregoing
rate per annum plus three (3) percentage points or (ii) the maximum
rate permitted by law, said interest to be compounded annually and
computed on the basis of a 365-day year.
If any installment of this Line of Credit Note becomes due and
payable on a Saturday, Sunday or business holiday in the State of
Missouri, payment shall be made on the next successive business day
and interest shall be payable thereon at the rate herein specified
during such extension.
This Line of Credit Note is the Line of Credit Note referred to
in Section 1.2 of the Revolving Line of Credit Agreement dated April
1, 1996, between the Borrower and Boatmen's, to which Loan Agreement,
and any amendments thereto, reference is hereby made for, among other
things, a statement of the terms and conditions under which the loan
evidenced hereby was made and is to be repaid and under which this
Line of Credit Note may be paid prior to the Maturity Date or the
Maturity Date accelerated. This Line of Credit Note is secured as
provided in a Security Agreement, dated April 1, 1996, between the
Borrower and Boatmen's.
All payments made hereunder shall be made in lawful currency of
the United States of America in immediately available funds at 000
Xxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx, 00000, Attention: L. Xxxx Xxxxxx,
or at such other place as Boatmen's may designate in writing. All
payments made hereunder shall be allocated first to the discharge of
any expenses for which Boatmen's may be entitled to receive
reimbursement of under any of the Loan Documents (as defined in the
Loan Agreement), next to accrued but unpaid interest, next to
installments of principal overdue and currently due, and then to
installments of principal remaining outstanding hereunder in the
inverse order of their maturity.
There may be other security and Borrower acknowledges that
omitting to list it here shall not constitute a waiver or abandonment
thereof. The holder of this Note, in addition to any other rights the
holder may have, shall have the right to offset against amounts due
under this Note all deposits, funds, securities, and other property of
Borrower in the possession of the holder.
If Borrower does not pay any principal or interest when due
hereunder, or if Borrower defaults under or otherwise fails to perform
or pay any covenant or obligation in any agreement that secures this
Note or has been executed and delivered to the holder hereof in
connection with the indebtedness evidenced by this Note, subject to
the notice and cure provisions set forth in the Loan Agreement, the
holder hereof may declare all principal and unpaid accrued interest to
be immediately due and payable. Failure to do so at any time shall
not constitute a waiver of the right of the holder hereof to do so at
any other time.
The Borrower, for itself and for any guarantors, sureties,
endorsers and/or any other person or persons now or hereafter liable
hereon, if any, hereby waives demand of payment, presentment for
payment, protest, notice of nonpayment or dishonor and any and all
other notices and demands whatsoever, and any and all delays or lack
of diligence in the collection hereof, and expressly consents and
agrees to any and all extensions or postponements of the time of
payment hereof from time to time at or after maturity and any other
indulgence and waives all notice thereof.
If this Note is not paid strictly according to its terms,
Borrower shall (to the extent permitted by law) pay all costs of
collection, including but not limited to court costs and reasonable
attorney's fees and expenses (whether or not there is litigation), and
all costs of the holder hereof incurred in connection with any
proceedings affecting this Note under the United States Bankruptcy
Code.
Borrower agrees that it will use the proceeds of this Note for
business purposes (other than agricultural purposes) only, and not for
personal, family or household purposes.
This note is made pursuant to the terms of the certain Revolving
Line of Credit Agreement dated 4/1/96 between the Borrower, its
wholly-owned subsidiary Union Bank & Trust, and Boatmen's First
National Bank of Kansas City. In the event of any conflict or
ambiguity between the terms of the Note and said Revolving Line of
Credit Agreement, the terms of the Revolving Line of Credit Agreement
shall govern.
This Line of Credit Note shall be governed by and construed and
enforced in accordance with the laws of the State of Missouri.
IN WITNESS WHEREOF, the undersigned has duly caused this Line of
Credit Note to be executed and delivered at the place specified above
and as of the date first written above.
UNION BANKSHARES, LTD.
By: ____________________________________
Title __________________________________
Borrower's Notice Address: 0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000-0000
Borrower's Telephone Number: 0-000-000-0000
Borrower's Facsimile Number: 0-000-000-0000
Borrower's Chief Business Address: 0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000-0000
