Exhibit 10.10
REVOLVING CREDIT AGREEMENT
Dated as of September 27, 1996
BNC Financial Corporation, a Delaware corporation (the "Borrower"),
located at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000, Xx. Xxxxx, XX 00000 and Bank
Windsor, a Minnesota banking corporation (the "Bank"), located at 000 Xxxxxxxxx
Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, agree as follows:
ARTICLE I.
DEFINITIONS
Section 1.1. Definitions. As used in this Agreement the following terms
shall have the following meanings (such meanings to be equally applicable to
singular and plural forms of the terms defined):
(a) "Affiliate" shall mean any of the following Persons:
(i) any director, officer or employee of the Borrower;
(ii) any erson who, individually or with his immediate
family beneficially owns or holds 5% or more of
voting interest of the Borrower; or
(iii) any company in which any Person described above owns
a 5% or greater equity interest.
(b) "Borrowing Base" shall mean an amount equal to 50% of the Value of
Eligible Loans.
(c) "Business Day" shall mean any day other than a Saturday, Sunday or
a public holiday or the equivalent under the laws of the State of
Minnesota or the United States of America.
(d) "Debt" shall mean (i) indebtedness for borrowed money or for the
deferred purchase price of property or services, (ii) obligations as
lessee under leases which shall have been or should be, in accordance
with generally accepted accounting principles, recorded as capital
leases, (iii) obligations under direct or indirect guaranties in
respect of, and obligations (contingent or otherwise) to purchase or
otherwise acquire, or otherwise to assure a creditor against loss in
respect of, indebtedness or obligations of others of the kinds referred
to in clause (I) or (ii) above, and (iv) liabilities in respect of
unfunded vested benefits under plans covered by Title IV of ERISA.
(e) "Event of Default" shall mean one of the events specified in
Section 6.1.
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(f) "Loan Documents" shall mean this Agreement, the Note, the Security
Agreement, the Guaranty and all other documents to be executed in
connection with this Agreement.
(g) "Loan Party" shall mean any Person obligated under any Loan
Document.
(h) "Note" shall mean the Revolving Note described in Section 2.2.
(i) "Person" shall mean an individual, corporation, partnership, joint
venture, trust or unincorporated organization or governmental agency or
political subdivision thereof.
(j) "Reference Rate" shall mean the rate established by First Bank
National Association from time to time as its reference rate.
(k) "Subsidiary" shall mean any corporation of which more than 50% of
the outstanding capital stock having ordinary voting power to elect a
majority of the Board of Directors of such corporation (irrespective of
whether or not at the time capital stock or any other class or classes
of stock of such corporation shall or might have voting power upon the
occurrence of any contingency) is at the time directly or indirectly
owned by the Borrower, by the Borrower and one or more other
Subsidiaries, or by one or more other Subsidiaries.
(l) "Value of Eligible Loans" shall mean the aggregate net unpaid
amount then due and owing under those commercial loans made by the
Borrower that: (I) have been approved by the Bank in writing to be
included in the Borrowing Base; (ii) are not in default; and (iii) are
subject to a perfected security interest in favor of only the Bank as
required by this Agreement.
Section 1.2. Accounting and Other Terms. All accounting terms not
specifically defined in this Agreement shall be construed in accordance with
generally accepted accounting principles consistently applied as such principles
may change from time to time. Other terms defined herein shall have the meanings
ascribed to them herein.
ARTICLE II.
REVOLVING LOAN
Section 2.1. Commitment for Revolving Loan. The Bank agrees, in
accordance with the terms of this Agreement, to make advances (the "Advances")
to the Borrower from time to time from the date hereof to and including
September 30, 1997 (the "Termination Date") or the earlier termination of the
Commitment under the terms of this Agreement, in an aggregate amount not to
exceed $2,000,000.00 (the "Commitment"); provided, however, that the aggregate
amount of Advances outstanding shall not at any time exceed the lesser of (i)
the Commitment or (ii) the Borrowing Base. Each Advance shall be in an amount of
not less than $10,000.00. Within the limits of the Commitment the Borrower may
borrow, prepay pursuant to Section 2.5 and reborrow under this Section 2.1.
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Section 2.2. The Note. The Advances made by the Bank shall be evidenced
by a promissory note (the "Note") which is in substantially the form of Exhibit
A attached hereto and is delivered to the Bank pursuant to Article III.
Section 2.3. Making of Advances. Borrower may request Advances under
this Agreement by giving notice to the Bank, specifying the date of the
requested Advance and the amount thereof. Any request for an Advance shall be
deemed to be a representation that the Borrower's representations and warranties
contained in Section 4.1 are true and correct as of the date of the Advance as
though made on and as of such date and that no event has occurred and is
continuing, or will result from such Advance, which constitutes an Event of
Default or would constitute an Event of Default but for the requirement that
notice be given or time elapse or both. The Bank may disburse each requested
Advance by crediting immediately available funds in the amount of the Advance to
Borrower's demand deposit account maintained with the Bank.
Section 2.4. Interest and Payments. The Borrower shall repay, and shall
pay interest on, the aggregate unpaid principal amount of all Advances in
accordance with the Note. All payments of principal and interest under this
Agreement shall be made when due to the Bank in immediately available funds. All
computations of interest shall be made by the Bank on the basis of the actual
number of days elapsed in a year of 360 days. Whenever any such payment shall be
due on a non- Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall be included in the computation of
interest, as the case may be. The Bank is expressly authorized to charge any
principal or interest payment, when due, to Borrower's demand deposit account
maintained at the Bank, or, if that account shall not contain sufficient funds,
to any other account maintained by Borrower at the Bank.
Section 2.5. Voluntary Prepayment. The Borrower may prepay the Note in
whole or in part; provided, however, that each partial prepayment shall be in a
principal amount of not less than $10,000.00.
Section 2.6. Mandatory Prepayment. In the event that the aggregate
outstanding principal amount of the Note shall exceed the Borrowing Base as
shown on the Borrowing Base Certificate most recently delivered to the Bank
pursuant to Section 5.1(a), the Borrower shall pay to the Bank the amount of
such excess together with the amount of accrued interest to the date of such
prepayment on the amount prepaid.
Section 2.7. Use of Proceeds. The proceeds of the Advances from the
Bank shall be used to fund the Borrower's lending activities and to re-pay not
more than $1,000,000.00 of Debt owed to the Guarantor.
ARTICLE III.
CONDITIONS OF LENDING
Section 3.1. Conditions Precedent to Initial Advance. The Bank shall
have no obligation to make the initial Advance hereunder unless the Bank shall
have received on or before the date of such Advance the following documents:
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(a) The Note, properly executed and delivered on behalf of the Borrower
(b) A security agreement (the "Security Agreement"), in a form
acceptable to the Bank properly executed and delivered on behalf of the
Borrower, granting to the Bank a security interest in all of the
Borrower's accounts and notes receivable, and all collateral for such
accounts and notes receivable and other property described therein as
security for the performance of the Borrower's obligations under this
Agreement and the Note, together with any UCC-I Financing Statement or
other document deemed necessary or desirable by the Bank to perfect the
security interest granted by the Security Agreement.
(c) A certified copy of the resolutions of the Board of Directors of
the Borrower, approving the execution and delivery of the Loan
Documents to which it is a party and approving all other matters
contemplated by this Agreement.
(d) A certificate by the Secretary or any Assistant Secretary of the
Borrower certifying the names of the officer or officers of the
Borrower authorized to sign the Loan Documents to which it is a party,
together with a sample of the true signature of such office.
(e) A guaranty and subordination agreement (the "Guaranty") of BNCCORP,
lnc. (the "Guarantor"), in a form satisfactory to the Bank, securing
the Borrower's obligations under this Agreement and the Note and
subordinating the Borrower's Debt owed to the Guarantor.
(f) An opinion of Guarantor's counsel in a form acceptable to the Bank
stating that the Guarantor's execution and delivery of the Guaranty has
been authorized by all necessary corporate action and that all
approvals and consents required from any third party or any regulatory
agency have been obtained.
Section 3.2. Conditions Precedent to Each Advance. The obligation of
the Bank to make each Advance (including the initial Advance) shall be subject
to the further conditions precedent, that on the date of such Advance:
(a) The representations and warranties contained in Section 4.1 of this
Agreement are correct on and as of the date of such Advance as though
made on such date; and
(b) No event has occurred and is continuing, or will result from such
Advance, which constitutes an Event of Default or would constitute an
Event of Default but for the requirement that notice be given or time
elapse or both.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
Section 4.1. Representations and Warranties of the Borrower. To induce
the Bank to make Advances, the Borrower represents and warrants as follows:
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(a) Existence of Borrower. The Borrower is a corporation duly
incorporated, validly existing and in good standing under the laws of
the state indicated at the beginning of this Agreement and is qualified
to conduct its business in Minnesota and in all other States in which
it conducts its business.
(b) Authority to Execute. The execution, delivery and performance by
the Borrower of the Loan Documents to which it is a party are within
the Borrower's corporate powers, have been duly authorized by all
necessary corporate action, do not and will not conflict with any
provision of law or of the charter or bylaws of the Borrower or of any
agreement or contractual restriction binding upon or affecting the
Borrower or any of its property, and need no further shareholder or
creditor consent.
(c) Binding Obligation. This Agreement is, and the-other Loan Documents
when delivered hereunder will be, legal, valid and binding obligations
of the Loan Parties enforceable against such Persons in accordance with
their respective terms.
(d) Governmental Approval. No consent of, or filing with, any govern-
mental authority is required on the part of any Loan Party in
connection with the execution, delivery or performance of any Loan
Documents.
(e) Financial Statements. The unaudited financial statements of the
Borrower as of August 31, 1996, copies of which have been furnished to
the Bank, have been prepared in conformity with generally accepted
accounting principles consistently applied and present fairly the
financial condition of the Borrower as of such date, and the results of
the operations of the Borrower for the financial period then ended, and
since such date, there has been no materially adverse change in such
financial condition.
(f) Litigation. No litigation or governmental proceeding is pending or
threatened against the Borrower which may have a materially adverse
effect on the financial condition or operations of the Borrower.
(g) Title to Assets. Borrower has good and marketable title to all
assets used in connection with its trades or businesses, and none of
such assets is subject to any mortgage, pledge, lien, security interest
or encumbrance of any kind, except for current taxes not delinquent,
and except as has been disclosed in writing to the Bank
contemporaneously with this Agreement.
(h) Taxes. The Borrower has filed all federal and state income and
excess profits tax returns which are required to be filed, and has paid
all taxes shown on such returns to be due and all other tax assessments
received by it to the extent that such assessments have become due.
(i) ERISA. No plan (as that term is defined in the Employee Retirement
Income Security Act of 1974 ("ERISA")) of Borrower (a "Plan") which is
subject to Part 3 of Subtitle B of Title 1 of ERISA had an accumulated
funding deficiency (as such term is defined in ERISA)
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as of the last day of the most recent fiscal year of such Plan ended
prior to the date hereof, or would have had such an accumulated funding
deficiency on such date if such year were the first year of such Plan,
and no material liability to the Pension Benefit Guaranty Corporation
has been, or is expected by the Borrower to be, incurred with respect
to any such Plan. No Reportable Event (as defined in ERISA) has
occurred and is continuing in respect to any such Plan.
(j) Defaults. The Borrower is not in default in the payment of
principal or interest on any indebtedness for borrowed money and is not
in default under any instrument or agreement under or subject to which
any indebtedness for borrowed money has been issued, and no event has
occurred and is continuing which. with or without the lapse of time or
the giving of notice, or both, constitutes or would constitute an event
of default under any such instrument or agreement or an Event of
Default hereunder.
(k) Subsidiaries. Borrower has no Subsidiaries.
ARTICLE V.
COVENANTS OF THE BORROWER
Section 5.1 Affirmative Covenants. So long as the Note shall remain
unpaid or the Bank shall have a Commitment hereunder, the Borrower will, unless
the Bank shall give its prior written consent:
(a) Financial Reporting. Furnish to the Bank: (i) as soon as available
and in any event within 30 days after the end of each month of each
fiscal year of the Borrower, balance sheets of the Borrower as of the
end of such month and statements of income and retained earnings of the
Borrower for the period commencing at the end of the previous fiscal
year and ending with the end of such month, certified by the chief
financial officer of the Borrower; (ii) as soon as available and in any
event within 45 days after the end of each quarter of each fiscal year
of the Guarantor, balance sheets of the Guarantor as of the end of such
quarter and statements of income and retained earnings of the Guarantor
for the period commencing at the end of the previous fiscal year and
ending with the end of such quarter, certified by the chief financial
officer of the Guarantor; (iii) as soon as available and in any event
within 90 days after the end of each fiscal year of the Borrower and of
the Guarantor, a copy of the annual report for such year for the
Borrower and for the Guarantor, containing financial statements for
such year certified in a manner acceptable to the Bank by independent
public accountants acceptable to the Bank; (iv) promptly upon the
sending or filing thereof copies of all public reports issued by the
Borrower or the Guarantor to any of its security holders, to the
Securities and Exchange Commission or to any national securities
exchange; (v) promptly upon the filing or receiving thereof, copies of
all reports which the Borrower or the Guarantor files under ERISA or
which the Borrower or the Guarantor receives from the Pension Benefit
Guaranty Corporation if such report shows any material violation or
potential violation by the Borrower or the Guarantor of its obligations
under ERISA; (vi) such other information concerning the conditions or
operations, financial or otherwise, of the Borrower and the Guarantor
as the Bank from time to time may reasonably request; (vii)
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within 30 days after the end of each month, a Borrowing Base
Certificate for the month most recently ended, together with such
information as the Bank shall request about the loans included in the
Value of Eligible Loans in that Borrowing Base Certificate.
(b) Visitation Rights. At any reasonable time and from time to time,
permit the Bank or any agents or representatives thereof, to examine
and make copies of and abstracts from the records and books of account
of, and visit the properties of, the Borrower, and to discuss the
affairs, finances and accounts of the Borrower with any of its officers
or directors. The Borrower will reimburse the Bank for its reasonable
costs and expenses of conducting such periodic examinations.
(c) Notification of Default. Etc. Notify the Bank as promptly as
practicable (but in any event not later than 5 Business Days) after
Borrower obtains knowledge of: (I) the occurrence of any event which
constitutes an Event of Default or which would constitute an Event of
Default with the passage of time or the giving of notice or both; or
(ii) the commencement of any litigation or governmental proceedings of
any type which could materially adversely affect the financial
condition or business operations of the Borrower.
(d) Keeping of Financial Records and Books of Account. Maintain proper
financial records in accordance with generally accepted accounting
principles consistently applied which fully and correctly reflect all
financial transactions and all assets and liabilities of the Borrower.
(e) Maintenance of Insurance. Maintain such insurance with reputable
insurance carriers as is normally carried by companies engaged in
similar businesses and owning similar property.
(f) Payment of Taxes. Pay all taxes, assessments and governmental
charges of any kind payable by it as such taxes, assessments and
charges become due and before any penalty shall be imposed, except as
Borrower shall contest in good faith and by appropriate proceedings
providing such reserves as are required by generally accepted
accounting principles.
(g) Compliance with ERISA. Cause each benefits plan of the Borrower
that is subject to the provisions of ERISA to comply and be
administered in accordance with those provisions of ERISA which are
applicable to such plan.
(h) Maintenance of Accounts. Maintain corporate bank accounts at the
Bank except for such incidental accounts that reasonable business
judgment requires to be maintained elsewhere.
(i) Preservation of Corporate Existence. Etc. Preserve and maintain its
corporate existence, rights, franchises and privileges in the juris-
diction of its incorporation, and qualify and remain qualified, as a
foreign corporation in each jurisdiction in which such qualification is
necessary or desirable in view of its business and operations or the
ownership of its properties.
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Section 5.2. Negative Covenants. So long as the Note shall remain
unpaid or the Bank shall have a Commitment here under, the Borrower will not,
unless the Bank shall give its prior written consent:
(a) Liens. Create or suffer to exist any mortgage, pledge, lien,
security interest or other encumbrance with respect to any assets now
owned or hereafter acquired by Borrower except those encumbrances made
in favor of the Bank.
(b) Debt. Create or suffer to exist any Debt except the Debt under this
Agreement or the Note or Debt owed to the Guarantor which is
subordinated to the Note pursuant to the Guaranty.
(c) Merger, Etc. Merge or consolidate with any other Person; sell,
transfer, convey, lease or otherwise dispose of (whether in one
transaction or in a series of transactions) all or a substantial
portion of its assets (whether now owned or hereafter acquired) to any
other Person.
(d) Compensation. Pay a salary or other compensation to any of its
officers, directors, employees or stockholders in an amount which is in
excess of a reasonable salary or other compensation paid for similar
services by similar businesses.
(e) Transactions with Affiliates. Engage in any transaction (including,
without limitation, loans or financial accommodations of any kind) with
any Affiliate provided that such transactions are permitted if they are
on terms no less favorable to the Borrower than would be obtainable if
no such relationship existed.
(f) Change in Nature of Business. Make any material change in the
nature of the business of the Borrower, taken as a whole, as carried on
at the date hereof.
(g) Dividends. Etc. Purchase or redeem any of its capital stock,
declare or pay any dividends (other than stock dividends) thereon, make
any cash or property distribution to shareholders, or set aside any
funds for such purpose.
ARTICLE VI.
DEFAULT
Section 6.1 . Events of Default. "Events of Default" in this AgreemenT
means any of the following events:
(a) Failure of the Borrower to pay the principal of the Note when due
or, if payable on demand, upon demand;
(b) Failure of the Borrower to pay any interest required to be paid
hereunder or under the Note when due;
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(c) Any representation or warranty made by, or on behalf of, any Loan
Party in, or pursuant to, any Loan Document shall prove to have been
incorrect in any material respect when made;
(d) Default in performance of any other covenant or agreement of any
Loan Party in, or pursuant to, any Loan Document and continuance of
such default or breach for a period of 30 days after written notice
thereof to such Person by the Bank;
(e) Any Loan Party shall generally not pay its or his debts as such
debts become due, or shall admit in writing its or his inability to pay
its or his debts generally, or shall make a general assignment for the
benefit of creditors; or any proceeding shall be instituted by or
against any Loan Party seeking to adjudicate it or him a bankrupt or
insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, custodianship, protection, relief, or
composition of it or him or its or his debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the entry of an order for relief, or the appointment of a
receiver, custodian, trustee, or other similar official for it or him
or for any substantial part of its or his property; or any Loan Party
shall take any corporate action to authorize any of the actions set
forth above in this subsection; and in the case of a proceeding of the
type described in this paragraph commenced against any Loan Party, that
proceeding shall not be dismissed within 60 days or that Loan Party
shall consent to that proceeding;
(f) The Borrower shall fail to pay any Debt (but excluding Debt
evidenced by the Note) of the Borrower or any interest or premium
thereon, when due (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise) and such failure shall continue
after the applicable grace period, if any, specified in the agreement
or instrument relating to such Debt; or any other default under any
agreement or instrument relating to any such Debt, or any other event,
shall occur and shall continue after the applicable grace period, if
any, specified in such agreement or instrument, if the effect of such
default or event is to accelerate, or to permit the acceleration of,
the maturity of such Debt; or any such Debt shall be declared to be due
and payable, or required to be prepaid (other than by a regularly
scheduled required prepayment), prior to the stated maturity thereof;
(g) The Guaranty shall be repudiated or revoked, or purported to be
repudiated or revoked;
(h) The entry against any Loan Party of a final judgment, decree or
order for the payment of money in excess of $100,000.00 and the
continuance of such judgment, decree or order unsatisfied for a period
of 30 days without a stay of execution;
(i) Any Reportable Event (as defined in ERISA) shall have occurred and
continue for 30 days under a Plan; or any Plan shall have been
terminated by Borrower or the Guarantor not in compliance with ERISA,
or a trustee shall have been appointed by a court to administer any
Plan, or the Pension Benefit Guaranty Corporation shall have instituted
proceedings to terminate any Plan or to appoint a trustee to administer
any Plan;
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(j) Xxxxxxx X. Xxxx shall cease, for any reason, to be the chief
executive officer of the Borrower;
(k) The Bank shall at any time have reasonable grounds to believe that
the prospect of due and punctual payment of any of the obligations of
the Borrower now or hereafter existing under, or pursuant to, this
Agreement is impaired.
Section 6.2 Rights and Remedies. If any Event of Default shall occur
and be continuing, the Bank may exercise any or all of the following rights and
remedies:
(a) By written notice to the Borrower, suspend or terminate the Commit-
ment, whereupon the same shall forthwith be suspended or terminated;
(b) Declare the Note, all interest thereon, and all other obligations
under, or pursuant to, any Loan Document to be immediately due and
payable, and upon such declaration such Note, interest and other
obligations shall immediately be due and payable, without presentment,
demand, protest or any notice of any kind, all of which are expressly
waived;
(c) Exercise any right or remedy under the Security Agreement, or any
other right or remedy of a secured party under the Uniform Commercial
Code as in effect in Minnesota;
(d) Exercise any other right or remedy available to the Bank at law or
in
ARTICLE VII.
MISCELLANEOUS
Section 7.1. No Waiver; Cumulative Remedies. No failure or delay on the
part of the Bank in exercising any right or remedy under, or pursuant to, any
Loan Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, remedy or power preclude other or further exercise
thereof, or the exercise of any other right, remedy or power. The remedies in
the Loan Documents are cumulative and are not exclusive of any remedies provided
by law.
Section 7.2. Amendments and Waivers. No amendment or waiver of any
provision of any Loan Document shall be effective unless such amendment or
waiver is in writing and is signed by the Bank, and such amendment or waiver
shall be effective only in the specific instance and for the specific purpose
for which it was given.
Section 7.3. Notices. Etc. All notices and other communications
provided for hereunder shall be in writing (including telecopier communication)
and mailed or telecopied or delivered, if to the Borrower, at its address stated
in the preamble hereof, Attention: Xxxxxxx X. Xxxx; and if to the Bank, at its
address stated in the preamble hereof, Attention: Xxxxx Xxxxxxxx; or, as to each
party, at such other address as shall be designated by such party in a written
notice to the other party. All such notices and communications shall, when
mailed or telecopied, be effective when deposited in the mails or transmitted by
telecopier, respectively, addressed as aforesaid, except that notices to the
Bank pursuant to the provisions of Article II shall not be effective until
received by the Bank.
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Section 7.4. Costs and Expenses. The Borrower agrees to pay on demand
all costs and expenses of the Bank in connection with the preparation of the
Loan Documents, including reasonable attorneys fees and legal expenses, as well
as all costs and expenses of the Bank, including reasonable attorneys fees and
expenses, in connection with the administration and enforcement of the Loan
Documents (whether suit is commenced or not).
Section 7.5. Right of Set-off. Upon the occurrence and during the
continuance of any Event of Default the Bank is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing by the Bank to
or for the credit or the account of the Borrower or the Guarantor against any
and all of the obligations of the Borrower now or hereafter existing under any
Loan Document, irrespective of whether or not the Bank shall have made any
demand under any Loan Document and although such obligations may be unmatured.
The Bank agrees promptly to notify the Borrower after any such set-off and
application, provided that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of the Bank under this
Section are in addition to other rights and remedies (including, without
limitation, other rights of set-off) which the Bank may have.
Section 7.6. Governing Law. All Loan Documents shall be governed by the
laws of the State of Minnesota. Any term used in this Agreement and not
otherwise defined shall have the definition given that term in the Uniform
Commercial Code as in effect in the State of Minnesota from time to time. If any
term in this Agreement shall be held to be illegal or unenforceable, the
remaining portions of this Agreement shall not be affected, and this Agreement
shall be construed and enforced as if this Agreement did not contain the term
held to be illegal or unenforceable. The Borrower hereby irrevocably submits to
the jurisdiction of the Minnesota District Court, Fourth District, and the
Federal District Court, District of Minnesota, Fourth Division, over any action
or proceeding arising out of or relating to this Agreement and agrees that all
claims in respect of such action or proceeding may be heard and determined in
any such court.
Section 7.7. Binding Effect; Assignment. All Loan Documents shall be
binding upon and inure to the benefit of the Loan Parties and the Bank and their
respective successors and assigns. No Loan Party shall have the right to assign
its rights or interest under any such agreement without the prior written
consent of the Bank.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers as of the date first above written.
BNC Financial Corporation
By /s/ Xxxxxxx Xxxx
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Its President
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Bank Windsor
By /s/ Xxxxx Xxxxxxxx
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Its Senior Vice President
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