Exhibit 10.12
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
AND REVOLVING CREDIT NOTE
This Amendment, dated as of the date set forth below, is by and between
Firstar Bank Milwaukee, N.A. (the "Bank") and BNCCORP, Inc. (the "Borrower").
RECITALS
The Bank and the Borrower acknowledge the following:
A.The Bank and the Borrower have executed a Revolving Credit Agreement
(the "Agreement"), and the Borrower has executed a Revolving Credit Note (the
"Note") both dated February 19,1996, and amended on February 11, 1997, and the
Borrower has executed the documents identified in Article III of the Agreement
and certain other related documents (collectively the "Loan Documents") setting
forth the terms and conditions upon which the Borrower may obtain loans from the
Bank from time to time.
B. The Bank and the Borrower now wish to amend the Agreement pursuant to
the terms and provisions of this Second Amendment to Term Loan Agreement (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.Return on Assets Paragraph 4.15(d) of the Agreement is deleted and
replaced with the following:
(d) an average return on assets for BNC National Bank will not be
measured as of 6/30/97; an average return on assets for BNC
National Bank of at least 0.25% and 0.50% as of 9/30/97 and
12/31/97 respectively; and an average return on assets for BNC
National Bank of Minnesota of at least 0.25%
2.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.
3.Preconditions to Effectiveness. The Amendment shall only become
effective upon execution by the Borrower and the Bank, and upon approval by all
guarantors (if any) and any other third party required by the Bank.
0.Xx 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.
5.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.
6.Authorization. The Borrower represents and warrants that the execution,
delivery and performance of this Amendment and the documents referenced herein
are within the corporate powers of the Borrower.
Dated as of July 16, 1997
BNCCORP, INC.
a Delaware corporation
By: \s\ Xxxxxxx X. Xxxxxxxxx
Name & Title: President & CFO
FIRSTAR BANK MILWAUKEE, N.A.
By: \s\ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, Vice President
