Exhibit 10.16
REVOLVING LINE OF CREDIT NOTE
$1,000,000.00 Minneapolis, Minnesota
October 21, 2003
FOR VALUE RECEIVED, the undersigned UNITED FINANCIAL CORP. ("Borrower")
promises to pay to the order of WELLS FARGO. BANK, NATIONAL ASSOCIATION ("Bank")
at its office at Correspondent Banking Minnesota Office at 6th and Marquette,
Minneapolis, Minnesota 55479, Minnesota, or at such other place as the holder
hereof may designate, in lawful money of the United States of America and in
immediately available funds, the principal sum of One Million Dollars
($1,000,000.00), or so much thereof as may be advanced and be outstanding, with
interest thereon, to be computed on each advance from the date of its
disbursement as set forth herein.
INTEREST:
(a) Interest. The outstanding principal balance of this Note shall bear
interest (computed on the basis of a 360-day year, actual days elapsed) at a
rate per annum one and three quarters percent (1.75%) above the Fed Funds Rate
in effect from time to time. The term "Fed Funds Rate" means a fluctuating
interest rate per annum set by Bank at approximately noon each business day as
the rate at which funds are offered to Bank by Federal funds brokers. Borrower
understands and agrees that Bank may base its quotation upon recognized market
sources, including such quotes as are received by Bank from Federal funds
brokers of recognized standing selected by it.
(b) Payment of Interest. Interest accrued on this Note shall be payable
on the last day of each March, June, September and December, commencing December
31, 2003.
(c) Default Interest. From and after the maturity date of this Note, or
such earlier date as all principal owing hereunder becomes due and payable by
acceleration or otherwise, the outstanding principal balance of this Note shall
bear interest until paid in full at an increased rate per annum (computed on the
basis of a 360-day year, actual days elapsed) equal to four percent (4%) above
the rate of interest from time to time applicable to this Note.
BORROWING AND REPAYMENT:
(a) Borrowing and Repayment. Borrower may from time to time during
the term of this Note borrow, partially or wholly repay its outstanding
borrowings, and reborrow, subject to all of the limitations, terms and
conditions of this Note and of any document executed in connection with or
governing this Note; provided however, that the total outstanding borrowings
under this Note shall not at any time exceed the principal amount stated above.
The unpaid principal balance of this obligation at any time shall be the total
amounts advanced hereunder by the holder hereof less the amount of principal
payments made hereon by or for any Borrower, which balance may be endorsed
hereon from time to time by the holder. The outstanding principal balance of
this Note shall be due and payable in full on November 1, 2004.
(b) Advances. Advances hereunder, to the total amount of the
principal sum stated above, may be made by the holder at the oral or written
request of (i) Kurt R. Weise, any one acting alone, who are authorized to
request advances and direct the disposition of any
Exhibit 10.16
ADVANCES UNTIL WRITTEN NOTICE OF THE REVOCATION OF SUCH AUTHORITY IS RECEIVED BY
THE HOLDER AT THE OFFICE DESIGNATED ABOVE, OR (II) ANY PERSON, WITH RESPECT TO
ADVANCES DEPOSITED TO THE CREDIT OF ANY DEPOSIT ACCOUNT OF ANY BORROWER, WHICH
ADVANCES, WHEN SO DEPOSITED, SHALL BE CONCLUSIVELY PRESUMED TO HAVE BEEN MADE TO
OR FOR THE BENEFIT OF EACH BORROWER REGARDLESS OF THE FACT THAT PERSONS OTHER
THAN THOSE AUTHORIZED TO REQUEST ADVANCES MAY HAVE AUTHORITY TO DRAW AGAINST
SUCH ACCOUNT. THE HOLDER SHALL HAVE NO OBLIGATION TO DETERMINE WHETHER ANY
PERSON REQUESTING AN ADVANCE IS OR HAS BEEN AUTHORIZED BY ANY BORROWER.
(c) APPLICATION OF PAYMENTS. EACH PAYMENT MADE ON THIS NOTE SHALL BE
CREDITED FIRST, TO ANY INTEREST THEN DUE AND SECOND, TO THE OUTSTANDING
PRINCIPAL BALANCE HEREOF.
EVENTS OF DEFAULT:
THIS NOTE IS MADE PURSUANT TO AND IS SUBJECT TO THE TERMS AND
CONDITIONS OF THAT CERTAIN CREDIT AGREEMENT BETWEEN BORROWER AND BANK DATED AS
OF OCTOBER 30, 2002, AS AMENDED FROM TIME TO TIME (THE "CREDIT AGREEMENT"). ANY
DEFAULT IN THE- PAYMENT OR PERFORMANCE OF ANY OBLIGATION UNDER THIS NOTE, OR ANY
DEFINED EVENT OF DEFAULT UNDER THE CREDIT AGREEMENT, SHALL . CONSTITUTE AN
"EVENT OF DEFAULT" UNDER THIS NOTE.
MISCELLANEOUS:
(a) Remedies. UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT, THE HOLDER
OF THIS NOTE, AT THE HOLDER'S OPTION, MAY DECLARE ALL SUMS OF PRINCIPAL AND
INTEREST OUTSTANDING HEREUNDER TO BE IMMEDIATELY DUE AND PAYABLE WITHOUT
PRESENTMENT, DEMAND, NOTICE OF NONPERFORMANCE, NOTICE OF PROTEST, PROTEST OR
NOTICE OF DISHONOR, all OF WHICH ARE EXPRESSLY WAIVED BY EACH BORROWER, AND THE
OBLIGATION, IF ANY, OF THE HOLDER TO EXTEND ANY FURTHER CREDIT HEREUNDER SHALL
IMMEDIATELY CEASE AND TERMINATE. EACH BORROWER SHALL PAY TO THE HOLDER
IMMEDIATELY UPON DEMAND THE FULL AMOUNT OF ALL PAYMENTS, ADVANCES, CHARGES,
COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES (TO INCLUDE OUTSIDE
COUNSEL FEES AND ALL ALLOCATED COSTS OF THE HOLDER'S IN-HOUSE COUNSEL), EXPENDED
OR INCURRED BY THE HOLDER IN CONNECTION WITH THE ENFORCEMENT OF THE HOLDER'S
RIGHTS AND/OR THE COLLECTION OF ANY AMOUNTS WHICH BECOME DUE TO THE HOLDER UNDER
THIS NOTE, AND THE PROSECUTION OR DEFENSE OF ANY ACTION IN ANY WAY RELATED TO
THIS NOTE, INCLUDING WITHOUT LIMITATION, ANY ACTION FOR DECLARATORY RELIEF,
WHETHER INCURRED AT THE TRIAL OR APPELLATE LEVEL, IN AN ARBITRATION PROCEEDING
OR OTHERWISE, AND INCLUDING ANY OF THE FOREGOING INCURRED IN CONNECTION WITH ANY
BANKRUPTCY PROCEEDING (INCLUDING WITHOUT LIMITATION, ANY ADVERSARY PROCEEDING,
CONTESTED MATTER OR MOTION BROUGHT BY BANK OR ANY OTHER PERSON) RELATING TO ANY
BORROWER OR ANY OTHER PERSON OR ENTITY.
(b) OBLIGATIONS JOINT AND SEVERAL. SHOULD MORE THAN ONE PERSON OR
ENTITY SIGN THIS NOTE AS A BORROWER, THE OBLIGATIONS OF EACH SUCH BORROWER SHALL
BE JOINT AND SEVERAL.
(c) GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF MINNESOTA.
Exhibit 10.16
IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first
written above.
UNITED FINANCIAL CORP.
By:
Title:
Exhibit 10.16
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment') is entered
into as of October 21, 2003, by and between UNITED FINANCIAL CORP., a Minnesota
corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").
RECITALS
WHEREAS, Borrower is currently indebted to Bank pursuant to the terms
and conditions of that certain Credit Agreement between Borrower and Bank dated
as of October 30, 2002, as amended from time to time ("Credit Agreement").
WHEREAS, Bank and Borrower have agreed to certain changes in the terms
and conditions set forth in the Credit Agreement and have agreed to amend the
Credit Agreement to reflect said changes.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree that the Credit
Agreement shall be amended as follows:
1. Section 1.1 (a) is hereby amended (a) by deleting "October 30, 2003"
as the last day on which Bank will make advances under the Line of Credit, and
by substituting for said date "November 1, 2004," and (b) by deleting "Three
Million Dollars ($3,000,000.00)" as the maximum principal amount available under
the Line of Credit, and by substituting for said amount "One Million Dollars
($1,000,000.00)," with such changes to be effective upon the execution and
delivery to Bank of a promissory note substantially in the form of Exhibit A
attached hereto (which promissory note shall replace and be deemed the Line of
Credit. Note defined in and made pursuant to the Credit Agreement) and all other
contracts, instruments and documents required by Bank to evidence such change.
2. Except as specifically provided herein, all terms and conditions of
the Credit Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Credit Agreement shall have the same
meaning when used in this Amendment. This Amendment and the Credit Agreement
shall be read together, as one document.
3. Borrower hereby remakes all representations and warranties contained
in the Credit Agreement and reaffirms all covenants set forth therein. Borrower
further certifies that as of the date of this Amendment there exists no Event of
Default as defined in the Credit Agreement, nor any condition, act or event
which with the giving of notice or the passage of time or both would constitute
any such Event of Default.
Exhibit 10.16
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
UNITED FINANCIAL CORP.
By: /s/ Kurt R. Weise
-----------------------------
Kurt R. Weise
Title: Chairman
-----------------------------
WELLS FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Michael Bodeen
-----------------------------
Michael Bodeen
Title: Vice President
-----------------------------
Exhibit 10.16
WELLS FARGO CORPORATE RESOLUTION: BORROWING
TO: WELLS FARGO BANK, NATIONAL ASSOCIATION
RESOLVED: That this corporation, UNITED FINANCIAL CORP., proposes to obtain
credit from time to time, or has obtained credit, from Wells Fargo Bank,
National Association ("Bank").
BE IT FURTHER RESOLVED, that any one of the following officers:
together with any one of the following officers:
NONE
of this corporation be and they are hereby authorized and empowered for and on
behalf of and in the name of this corporation and as its corporate act and deed:
(a) To borrow money from Bank and to assume any liabilities of any
other person or entity to Bank, in such form and on such terms and conditions as
shall be agreed upon by those authorized above and Bank, and to sign and deliver
to Bank such promissory notes and other evidences of indebtedness for money
borrowed or advanced and/or for indebtedness assumed as Bank shall require; such
promissory notes or other evidences of indebtedness may provide that advances be
requested by telephone communication and by any officer, employee or agent of
this corporation so long as the advances are deposited into any deposit account
of this corporation with Bank; this corporation shall be bound to Bank by, and
Bank may rely upon, any communication or act, including telephone
communications, purporting to be done by any officer, employee or agent of this
corporation provided that Bank believes, in good faith, that the same is done by
such person.
(b) To contract for the issuance by Bank of letters of credit, to
discount with Bank notes, acceptances and evidences of indebtedness payable to
or due this corporation, to endorse the same and execute such contracts and
instruments for repayment thereof to Bank as Bank shall require, to enter into
foreign exchange transactions with or through Bank, and to enter into interest
rate hedging transactions with Bank in connection with any indebtedness
authorized hereby.
(c) To mortgage, encumber, pledge, convey, grant, assign or otherwise
transfer all or any part of this corporation's real or personal property for the
purpose of securing the payment of any of the promissory notes, contracts,
instruments and other evidences of indebtedness authorized hereby, and to
execute and deliver to Bank such deeds of trust, mortgages, pledge agreements,
security agreements and/or other related documents as Bank shall require.
(d) To perform all acts and to execute and deliver all documents
described above and all other contracts and instruments which Bank deems
necessary or convenient to accomplish the purposes of this resolution and/or to
perfect or continue the rights, remedies and security interests to be given to
Bank pursuant hereto, including without limitation, any modifications, renewals
and/or extensions of any of this corporation's obligations to Bank, however
evidenced; provided that the aggregate principal amount of all sums borrowed and
credits established pursuant to this resolution shall not at any time exceed the
sum of $1,000,000.00 outstanding and unpaid.
Loans made pursuant to a special resolution and loans made by offices of Bank
other than the office to which this resolution is delivered shall be in addition
to foregoing limitation.
BE IT FURTHER RESOLVED, that the authority hereby conferred is in addition to
that conferred by any other resolution heretofore or hereafter delivered by this
corporation to Bank and shall continue in full force and effect until Bank shall
have received notice in writing, certified by the Secretary of this corporation,
of the revocation hereof by a resolution duly adopted by the Board of Directors
of this corporation. Any such
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Exhibit 10.16
revocation shall be effective only as to credit which is extended or committed
by Bank, or actions which are taken by this corporation pursuant to the
resolutions contained herein, subsequent to Bank's receipt of such notice. The
authority hereby conferred shall be deemed retroactive, and any and all acts
authorized herein which were performed prior to the passage of this resolution
are hereby approved and ratified.
CERTIFICATION
I, Kevin P. Clark, Secretary of United Financial Corp., a corporation
created and existing under the laws of the state of Minnesota, do hereby certify
and declare that the foregoing is a full, true and correct copy of the
resolutions duly passed and adopted by the Board of Directors of said
corporation, by written consent of all Directors of said corporation or at a
meeting of said Board duly and regularly called, noticed and held on
December 23 2003, at which meeting a quorum of the Board of Directors was
present and voted in favor of said resolutions; that said resolutions are now in
full force and effect; that there is no provision in the Articles of
Incorporation or Bylaws of said corporation, or any shareholder agreement,
limiting the power of the Board of Directors of said corporation to pass the
foregoing resolutions and that such resolutions are in conformity with the
provisions of such Articles of Incorporation and Bylaws; and that no approval by
the shareholders of, or of the outstanding shares of, said corporation is
required with respect to the matters which are the subject of the foregoing
resolutions.
IN WITNESS WHEREOF, I have hereunto set my hand and, if required by
Bank affixed the corporate seal of said corporation, as of N/A.
/s/ Kevin P. Clark
- ----------------------------
Kevin P. Clark
- ----------------------------, Secretary
(SEAL)
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Exhibit 10.16
WELLS FARGO CERTIFICATE OF INCUMBENCY
TO: WELLS FARGO BANK, NATIONAL ASSOCIATION
The undersigned, Kevin P. Clark, Secretary of United Financial Corp., a
corporation created and existing under the laws of the state of Minnesota,
hereby certifies to Wells Fargo Bank, National Association ("Bank") that (a) the
following named persons are duly elected officers of this corporation and
presently hold the titles specified below, (b) said officers are authorized to
act on behalf of this Corporation in transactions with Bank, and (c) the
signature opposite each officer's name is his or her true signature:
TITLE NAME SIGNATURE
Chairman/CEO Kurt R. Weise /s/ Kurt R. Weise
--------------------------
Sr. Vice President/Secretary Kevin P. Clark /s/ Kevin P. Clark
--------------------------
Sr. VP/Chief Credit Officer Steve L. Feurt /s/ Steve L. Feurt
--------------------------
Chief Financial Officer Paula J. Delaney /s/ Paula J. Delaney
--------------------------
Financial Officer/
Regulatory Reporting Sheila K. Becker /s/ Sheila K. Becker
--------------------------
Tax Accountant Robert L. Hurley /s/ Robert L. Hurley
--------------------------
Admin. Assist/
SEC Compliance and Reporting Maggie L. Slaker /s/ Maggie L. Slaker
--------------------------
Financial Officer Renae M. Johnson /s/ Renae M. Johnson
--------------------------
The undersigned further certifies that if any of the above-named
officers change, or if, at any time, any of said officers are no longer
authorized to act on behalf of this corporation in transactions with Bank, this
corporation shall immediately provide to Bank a new Certificate of Incumbency.
Bank is hereby authorized to rely on this Certificate of Incumbency until a new
Certificate of Incumbency certified by the Secretary of this corporation is
received by Bank.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said corporation as of N/A
(SEAL)
/s/ Kevin P. Clark
- ------------------------
Secretary
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