GUARANTEE AGREEMENT BNCCORP, INC. Dated as of July 30, 2007Guarantee Agreement • August 3rd, 2007 • Bnccorp Inc • National commercial banks • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of July 30, 2007, is executed and delivered by BNCCORP, Inc., a bank holding company incorporated in North Dakota (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of BNC Statutory Trust III, a Delaware statutory trust (the “Issuer”).
BNC STATUTORY TRUST III Floating Rate Capital Securities Fully and Unconditionally Guaranteed as to Distributions and Other Payments by BNCCORP, INC. PURCHASE AGREEMENTPurchase Agreement • August 3rd, 2007 • Bnccorp Inc • National commercial banks • New York
BNCCORP, Inc., a bank holding company incorporated in Delaware (the “Company”) and BNC Statutory Trust III, a Delaware statutory trust (the “Trust” and, collectively with the Company, the “Offerors”), propose, subject to the terms and conditions stated herein, to issue and sell to Merrill Lynch International (the “Purchaser”), 14,000 of Floating Rate Capital Securities of the Trust (the “Debt Securities”), having a stated liquidation amount of $1,000 per capital security and bearing a variable distribution rate per annum, reset quarterly, equal to LIBOR (as defined in the Indenture (as defined below)) plus 1.40% (the “Floating Rate”). The Company also proposes to issue and sell an additional 1,000 of capital securities pursuant to a placement agreement dated as of the date hereof, among the Offerors and the placement agent thereto.
BNC STATUTORY TRUST III Floating Rate Capital Securities Fully and Unconditionally Guaranteed as to Distributions and Other Payments by BNCCORP, INC. PLACEMENT AGREEMENTPlacement Agreement • August 3rd, 2007 • Bnccorp Inc • National commercial banks • New York
BNCCORP, Inc., a bank holding company incorporated in Delaware (the “Company”) and BNC Statutory Trust III, a Delaware statutory trust (the “Trust” and, collectively with the Company, the “Offerors”), propose, subject to the terms and conditions stated herein, to issue and sell 1,000 of Floating Rate Capital Securities of the Trust (the “Debt Securities”), having a stated liquidation amount of $1,000 per capital security and bearing a variable distribution rate per annum, reset quarterly, equal to LIBOR (as defined in the Indenture (as defined below)) plus 1.40% (the “Floating Rate”). StoneCastle Securities, LLC is acting as the exclusive agent of the Company and the Trust in connection with the offering of the Debt Securities. The Company also proposes to issue and sell an additional 14,000 of capital securities pursuant to a purchase agreement dated as of the date hereof, among the Offerors and the purchaser named therein.
