EXHIBIT 10.2
SECOND AMENDMENT TO LETTER AGREEMENT
THIS SECOND AMENDMENT TO LETTER AGREEMENT (the "Second Amendment") is made on
the 16th day of November, 2001, and is by and between United Financial Corp., a
Minnesota corporation (the "Borrower"), and Wells Fargo Bank Minnesota, National
Association, a national banking association ("Wells Fargo").
REFERENCE IS HEREBY MADE to that certain letter loan agreement dated November
17, 1999, as amended by a First Amendment to Letter Agreement dated September
29, 2000 (as amended, the "Agreement"), made between the Borrower and Wells
Fargo. Capitalized terms not otherwise defined herein shall have the respective
meanings ascribed to them in the Agreement.
WHEREAS, pursuant to the provisions of the Agreement, Wells Fargo is the holder
of that certain revolving promissory note dated September 29, 2000, in the face
amount of $3,000,000.00, made by the Borrower and payable to Wells Fargo (the
"Note");
WHEREAS, the Borrower has requested Wells Fargo to renew the Line and
correspondingly the Note from October 30, 2001 to October 30, 2002; and,
WHEREAS, Wells Fargo is willing to grant the Borrower's request, subject to the
provisions of this Second Amendment;
NOW, THEREFORE, in consideration of the premises and for other valuable
consideration received, it is agreed as follows:
1. The first sentence of Section 1 of the Agreement is hereby amended
so that, when read in its entirety, it provides as follows:
"From time to time until October 30, 2002 (the "Termination
Date") the Borrower may request advances under the Line in
an aggregate principal amount not exceeding $3,000,000.00,
at any one time outstanding."
2. Simultaneously with the execution of this Second Amendment, the
Borrower shall execute and deliver to Wells Fargo, in form and
content acceptable to Wells Fargo, a new promissory note (which,
for purposes of this Second Amendment only, shall be referred to
herein as the "New Note") in the face amount of $3,000,000.00.
Upon the execution and delivery to Wells Fargo of the New Note,
the outstanding principal of, and accrued but unpaid interest on,
the Note shall be deemed, respectively, the outstanding principal
balance of, and accrued but unpaid interest on, the New Note. The
New Note shall replace, but shall not be deemed payment or
satisfaction of the Note. All references in the Loan Agreement to
the "Note" shall be deemed to mean the New Note as modified
herein.
3. The Borrower hereby represents and warrants to Wells Fargo as
follows:
A. As of the date of this Second Amendment, the outstanding
principal balance of the Note is $1,000,000.00.
B. The Agreement, Note and New Note constitute valid, legal
and binding obligations owed by the Borrower to Wells
Fargo, subject to no counterclaim, defense, offset,
abatement or recoupment.
United Financial Corp.
Second Amendment To Letter Agreement
Effective date: October 30, 2001
C. As of the date of this Second Amendment, (i) the
representations and warranties set forth in Subsections A,
E and G of the Section 9 of the Agreement are each true;
and (ii) there exists no Event of Default under the
Agreement, nor does there exist any event which, with the
giving of notice or the passage of time, or both, could
become such an Event of Default.
D. The execution, delivery and performance of this Second
Amendment and the New Note by the Borrower are within its
corporate powers, have been duly authorized, and are not in
contravention of law or the terms of the Borrower's
Articles of Incorporation or By-laws, or of any undertaking
to which the Borrower is a party or by which it is bound.
E. All financial statements delivered to Wells Fargo by or on
behalf of the Borrower, including any schedules and notes
pertaining thereto, have been prepared in accordance with
Generally Accepted Accounting Principles consistently
applied, and fully and fairly present the financial
condition of the Borrower at the dates thereof and the
results of operations for the periods covered thereby, and
there have been no material adverse changes in the
financial condition or business of the Borrower from
December 31, 2000, to the date hereof.
4. Upon request, the Borrower shall deliver to Wells Fargo a
Corporate Certificate of Authority as of the date of this Second
Amendment, and in form and content acceptable to Wells Fargo.
5. This Second Amendment shall be deemed effective as of October 30,
2001.
6. Except as expressly modified by this Second Amendment, the
Agreement remains unchanged and in full force and effect.
IN WITNESS WHEREOF, the Borrower and Wells Fargo have executed this Second
Amendment on the date first written above. Without limiting the generality of
the foregoing, all indebtedness under the Line shall continue to be secured by
that certain Security Agreement/Collateral Pledge Agreement executed by the
Borrower and dated November 18, 1999, which has been duly executed by the
Borrower for the benefit of Wells Fargo, and which remains unchanged and in full
force and effect.
UNITED FINANCIAL CORP. WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By: /s/ Kurt R. Weise By: /s/ Michael E. Bodeen
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Its: President & CEO Its: Vice President
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