Exhibit 10.14
THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT
AND REVOLVING CREDIT NOTE
This Third Amendment to Revolving Credit Agreement and Revolving Credit
Note, dated as of the date specified below (the "Amendment"), is by and between
the borrower (the "Borrower") and the bank (the "Bank") identified below.
RECITALS
A. The Borrower and the Bank 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 the Borrower (and if applicable,
certain third parties) have executed the documents identified in Article III of
the Agreement and certain other related documents (collectively the "Loan
Documents"), selling forth the terms and conditions upon which the Borrower may
obtain loans from the Bank from time to time in the aggregate amount not to
exceed $7,000,000.
B. The Agreement and the Note were amended on February 11,1997 and July
16,1997, and the Note was increased to $12,000,000.
C. The Borrower has requested that the Bank permit certain additional
modifications to the Agreement and the Note as described below.
C. The Bank has agreed to such modifications, but only upon the terms
and conditions outlined in this Agreement.
TERMS OF AGREEMENT
In consideration of the mutual covenants contained herein, and for other
good and valuable consideration, the Borrower and the Bank agree as follows:
1. Extension of Maturity Date. All references to "February 19, 1998" in the
Note and the Agreement as the maturity date of the loan are hereby deleted and
replaced with "February 19, 1999."
2. Primary Capital to Assets. Paragraph 4.15 (a) is deleted and replaced
with the following:
(a) Primary Capital to Assets for BNC National Bank as follows: at
least 6.25% measured as of March 31, 1998; at least 6.50% measured as of
June 30, 1998; at least 6.75% measured as of September 30, 1998; and at
least 7.00% measured as of December 31, 1998. Primary Capital to Assets
for BNC National Bank of Minnesota of at least 7.0% measured as of each
March 31, 1998, June 30, 1998, September 30, 1998 and December 31, 1998.
3. 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 of at least .70%
measured as of March 31, 1998; at least .75% measured as of each June 30,
1998 and September 30, 1998; and at least .85% measured as of December 31,
1998. An average return on Assets of BNC National Bank of Minnesota of at
least 1.00% measured as of each March 31, 1998, June 30, 1998, September
30, 1998 and December 31, 1998.
4. Effectiveness of Prior Documents. Except as specifically amended
hereby, the Agreement, the Note and the other 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 other Loan Documents are
hereby reconfirmed as of the date hereof. All collateral previously provided to
secure the Agreement and/or the Note 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.
5. Preconditions to Effectiveness. This Amendment shall only become
effective upon execution by the Borrower and the Bank, and approval by all
guarantors (if any) and any other third party required by the Bank.
6. No 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.
7. 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.
8. Authorization. The Borrower and all guarantors (if any) represent and
warrant that the execution, delivery and performance of this Amendment and the
documents referenced herein are within the corporate or partnership powers (as
applicable) of the Borrower and all corporate or partnership guarantors, and
have been duly authorized by all necessary corporate or partnership action.
Dated as of February 19, 1998.
BNCCORP, INC.,
a Delaware corporation
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
FIRSTAR BANK MILWAUKEE N.A. (Bank)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇ ▇▇▇▇▇, Vice President