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
<PAGE>
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.
<PAGE>
Exhibit 10.16
IN WITNESS WHEREOF, the undersigned has
executed this Note as of the date first
written above.
UNITED FINANCIAL CORP.
By:
Title:
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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
Agre
