**Exhibit 10.1**

 

**HARRIS LINE OF CREDIT AGREEMENT**

 

TheCustomer referred to below has applied for, and Harris Trust and Savings Bank,Chicago, Illinois (“*Bank*”), hasapproved the establishment of, a line of credit account (“*Loan Account*”) from which the Customer mayfrom time to time request loans in the aggregate amount of credit shown below(the “*Maximum Credit*”). Intereston such loans is computed at a variable rate which may change daily based uponchanges in the Bank’s Prime Rate or at a short term fixed rates based uponLIBOR. The Customer may make principal payments at any time and in any amount,subject to payment of the funding indemnity more fully provided in paragraphno. 2 below. The request by the Customer for, and the making by the Bank of,any loan against the Loan Account shall constitute an agreement between theCustomer and the Bank as follows:

 

Name of Customer: COMMUNITY FIRST BANKSHARES, INC..

 

Address:

 

Type of Loan Account:                                                                   ý Revolving, which means as principal isrepaid, the Customer may reborrow subject to this Agreement

 

o Multiple Advances, which means that the Customer may not reborrow anyamounts that have been repaid but may still borrow the difference between theMaximum Credit and the principal amounts of prior borrowings.

 

Amountof Maximum Credit: $40,000,000

 

EachLoan Requested Shall Be At Least: $500,000 in the case of Loans bearinginterest with reference to the Bank’s Prime Rate; and $1,000,000 in the case ofLoans bearing interest with reference to LIBOR or a Quoted Rate or such greateramount which is an integral multiple of $1,000,000

 

InterestRate: The Loans will bear interest as set forth in paragraph no. 2 below.

 

MaturityDate: The Loan Account terminates, and Loans are payable, ON DEMAND.

PeriodicStatement reflecting accrued interest will be sent and interest will bepayable:                          o Monthly;  o Quarterly

 

Paymentsshall be due at the Bank’s principal office in

Chicago,Illinois, paid to the order of the Bank, and made by:   o Debit to HarrisAccount                    ; o ByCheck

 

1.                                       *Using the Account*.  All loans and advances from the Loan Accountare referred to in this Agreement as “*Loans*.”Loan requests shall be sent to the Customer’s Harris Account Officer and may bemade by writing or by telephone. Loan proceeds shall be credited to theCustomer’s deposit account at the Bank unless the Bank is otherwise directed byspecial written directions from the Customer. The amount of each Loan requestedshall be at least the minimum amount shown above, and the Bank shall have theright to refuse to honor any Loan requested by the Customer which is less thanthat minimum amount, even if the Bank has previously honored a Loan request forless than the minimum amount. Each Loan shall initially constitute part of thePrime Rate Portion (as described

 

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in paragraph no. 2(a) below) except to the extent the Customer hasotherwise timely elected that such Loan, or any part thereof, constitutes partof a Fixed Rate Portion as provided in paragraph 2 below. The Customer shallnot request any Loan which, when taken together with Loans then outstanding,would exceed the Maximum Credit.

 

All Loans shall be made against and evidenced by the Customer’spromissory note payable to the order of the Bank in the principal amount of$40,000,000.00 such note to be in the form of Exhibit A attached hereto (the “*Note*”*).*The Bank agrees that notwithstanding the fact that the Note is in the principalamount of $40,000,000.00, it shall evidence only the actual unpaid principalbalance of Loans made under the Loan Account. The Bank agrees that if ittransfers or assigns the Note, the Bank will stamp thereon a statement of theactual principal amount evidenced thereby at the time of transfer. The Customeragrees that in any action or proceeding instituted to collect or enforcecollection of the Note, the amount shown as owing the Bank on its records shallbe *prima facie* evidence of theunpaid balance of principal and interest on the Note.

 

2.                                       *Interest Rate Options.*

 

(a)                                  Subject to the termsand conditions hereof, portions of the principal of the Loans (all of theprincipal of the Loans bearing interest at the same rate for the same period oftime being hereinafter referred to as a “*Portion*”)may, at the Customer’s option, bear interest with reference to the Prime Rate(the “*Prime Rate Portion*”) orwith reference to an Adjusted LIBOR (“*LIBORPortions*”). Subject to the terms and conditions hereof, Portions maybe converted from time to time from one basis to another. All of theindebtedness evidenced by the Loan Account which is not part of a Fixed RatePortion shall constitute a single Prime Rate Portion. All principal of theLoans which bears interest with reference to a particular Adjusted LIBOR for aparticular Interest Period shall constitute a single LIBOR Portion. There shallnot be more than 5 Fixed Rate Portions outstanding at any one time. Anythingcontained herein to the contrary notwithstanding, no Fixed Rate Portion shallbe created, continued or effected by conversion after any demand for payment ofthe Loans or any non-compliance by the Customer with any of the terms orconditions of this Agreement. The Customer hereby promises to pay interest oneach Portion at the rates and times specified herein. The interest rate payableunder this Agreement shall be subject, however, to the limitation that suchinterest rate shall never exceed the highest rate which the Customer maycontract to pay under applicable law.

 

(b)                                 *Prime Rate Portion*. The Prime Rate Portionshall bear interest at the rate per annum equal at all times to the Prime Rateas in effect from time to time, *provided*that if the Prime Rate Portion or any part thereof is not paid when due(whether by demand or otherwise), such Portion shall bear interest, whetherbefore or after judgment, until payment in full thereof at the rate per annumdetermined by adding 3% to the Prime Rate as from time to time in effect.Interest on the Prime Rate Portion shall be payable quarterly in arrears on thelast day of each March, June, September and December (commencingSeptember 31, 2004) in each year;

 

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and interest shall also be due and payable upon demand. Any change inthe interest rate on the Prime Rate Portion resulting from a change in thePrime Rate shall be effective on the date of the relevant change in the PrimeRate.

 

(c)                                  *LIBOR Portions*. Each LIBOR Portion shallbear interest for each Interest Period selected therefor at a rate per annumdetermined by adding .75% to the Adjusted LIBOR for such Interest Period, *provided* that if any LIBOR Portion is notpaid when due (whether by demand or otherwise), such Portion shall bearinterest, whether before or after judgment, until payment in full thereofthrough the end of the Interest Period then applicable thereto at the rate perannum determined by adding 3% to the interest rate which would otherwise beapplicable thereto, and effective at the end of such Interest Period such LIBORPortion shall automatically be converted into and added to the Prime RatePortion and shall thereafter bear interest at the interest rate applicable tothe Prime Rate Portion after default. Interest on each LIBOR Portion shall bedue and payable on the last day of each Interest Period applicable thereto and,with respect to any Interest Period applicable to a LIBOR Portion in excess of3 months, on the date occurring every 3 months alter the date such InterestPeriod began and at the end of such Interest Period; and interest shall also bedue and payable upon demand. The Customer shall notify the Bank on or before11:00 am. (Chicago time) on the third Business Day preceding the end of anInterest Period applicable to a LIBOR Portion whether such LIBOR Portion is tocontinue as a LIBOR Portion, in which event the Customer shall notify the Bankof the new Interest Period selected therefor; and in the event the Customershall fail to so notify the Bank, such LIBOR Portion shall automatically beconverted into and added to the Prime Rate Portion as of and on the last day ofsuch Interest Period. Each LIBOR Portion shall be in an amount equal to$1,000,000 or such greater amount which is an integral multiple of $1,000,000.

 

(d)                                 *Computation of Interest*.  All interest on the Loans shall be computedon the basis of a year of 360 days for the actual number of days elapsed.

 

(e)                                  *Manner of Rate Selection*.

 

(i)                                     *LIBOR Portions*.  The Customer shall notify the Bank by 11:00 a.m. (Chicago time)at least 3 Business Days prior to the date upon which the Customer requeststhat any LIBOR Portion be created or that any part of the Prime Rate Portion beconverted into a LIBOR Portion (each such notice to specify in each instancethe amount thereof and the Interest Period selected therefor). If any requestis made to convert a LIBOR Portion into another type of Portion availablehereunder, such conversion shall only be made so as to become effective as ofthe last day of the Interest Period applicable thereto.

 

(ii)                                  *Interest Rate Selections*.  All requests for the creation, continuanceand conversion of Fixed Rate Portions under this Agreement shall be

 

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irrevocable. Such requests may be written or oral and the Bank ishereby authorized to honor telephonic requests for creations, continuances andconversions received by it from any person the Bank in good faith believes tobe the Customer, or its designated representative, without the need ofindependent investigation, the Customer hereby indemnifying the Bank from anyliability or loss ensuing from so acting.

 

(f)                                    *Change of Law*.  Notwithstanding any other provisions hereof, if at any time theBank shall determine that any change in applicable laws, treaties orregulations or in the interpretation thereof makes it unlawful for the Bank tocreate or continue to maintain any Fixed Rate Portion, it shall promptly sonotify the Customer and at the Bank’s option make demand repayment of the Loansor only the affected Fixed Rate Portion and, even absent such demand, no FixedRate Portion shall be created, continued or maintained after the date of suchdetermination until it is no longer unlawful for the Bank to create, continueor maintain such Fixed Rate Portion. Upon such a demand by the Bank forpayment, the Customer shall thereupon prepay the outstanding principal amountof the Loans so demanded, together with all interest accrued thereon and allother amounts payable to the Bank with respect thereto under this Agreement(including without limitation any amount due the Bank under the fundingindemnity paragraph below); provided, however, that unless the Bank makesdemand for repayment of the Loans in full, the Customer may elect to convertthe principal amount of the affected Fixed Rate Portion into the Prime RatePortion, subject to the terms and conditions hereof (including, withoutlimitation, the payment of such interest and other amounts so payable to theBank hereunder).

 

(g)                                 *Unavailability of Deposits or Inability to AscertainAdjusted LIBOR*. Notwithstanding any other provision hereof, if theBank shall determine prior to the commencement of any Interest Period thatdeposits in the amount of any LIBOR Portion scheduled to be outstanding duringsuch Interest Period are not readily available to the Bank in the relevantmarket or, by reason of circumstances affecting the relevant market, adequateand reasonable means do not exist for ascertaining Adjusted LIBOR, then theBank shall promptly give notice thereof to the Customer and at the Bank’soption make demand for repayment of the Loans and, even absent such demand, noLIBOR Portion shall be created, continued or effected by conversion, as thecase may be, in such amount and for such Interest Period until deposits in suchamount and for the Interest Period selected by the Customer shall again bereadily available to the Bank in the relevant market and adequate andreasonable means exist for ascertaining Adjusted LIBOR.

 

(h)                                 *Taxes and Increased Costs*.  With respect to any Fixed Rate Portion, ifthe Bank shall determine that any change in any applicable law, treaty,regulation or guideline (including, without limitation, Regulation D of theBoard of Governors of the Federal Reserve System) or any new law, treaty,regulation or guideline, or any interpretation of any of the foregoing by anygovernmental authority charged with the administration thereof or any centralbank or other fiscal, monetary or

 

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other authority having jurisdiction over the Bank or its lending branchor the Fixed Rate Portions contemplated hereby (whether or not having the forceof law), shall: (i) impose, increase, or deem applicable any reserve, specialdeposit or similar requirement against assets held by, or deposits in or forthe account of, or loans by, or any other acquisition of funds or disbursementsby, the Bank which is not in any instance already accounted for in computingthe interest rate applicable to such Fixed Rate Portion; (ii) subject the Bank,this Agreement or any Fixed Rate Portion to any tax (including, withoutlimitation, any United States interest equalization tax or similar tax howevernamed applicable to the acquisition or holding of debt obligations and anyinterest or penalties with respect thereto), duty, charge, stamp tax, fee,deduction or withholding in respect of this Agreement or any Fixed RatePortion, except such taxes as may be measured by the overall net income orgross receipts of the Bank or its lending branches and imposed by thejurisdiction, or any political subdivision or taxing authority thereof, inwhich the Bank’s principal executive office or its lending branch is located;(iii) change the basis of taxation of payments of principal and interest due fromthe Customer to the Bank hereunder (other than by a change in taxation of theoverall net income or gross receipts of the Bank); or (iv) impose on the Bankany penalty with respect to the foregoing or any other condition regarding thisAgreement or any Fixed Rate Portion, and the Bank shall determine that theresult of any of the foregoing is to increase the cost (whether by incurring acost or adding to a cost) to the Bank of creating or maintaining any Fixed RatePortion hereunder or to reduce the amount of principal or interest received orreceivable by the Bank (without benefit of, or credit for, any prorations,exemption, credits or other offsets available under any such laws, treaties,regulations, guidelines or interpretations thereof), then the Customer shallpay on demand (which need not but may at the Bank’s option be combined with ademand for repayment of the Loans) to the Bank from time to time as specifiedby the Bank such additional amounts as the Bank shall reasonably determine aresufficient to compensate and indemnify it for such increased cost or reducedamount. If the Bank makes such a claim for compensation, it shall provide tothe Customer a certificate setting forth the computation of the increased costor reduced amount as a result of any event mentioned herein in reasonabledetail and such certificate shall be conclusive if reasonably determined.

 

(i)                                     *Funding Indemnity*.  In the event the Bank shall incur any loss,cost or expense (including, without limitation, any loss (including loss ofprofit), cost or expense incurred by reason of the liquidation or reemploymentof deposits or other funds acquired or contracted to be acquired by the Bank tofund or maintain any Fixed Rate Portion or the relending or reinvesting of suchdeposits or other funds or amounts paid or prepaid to the Bank) as a result of:

 

(x)                                   any payment of aFixed Rate Portion on a date other than the last day of the then applicableInterest Period for any reason, whether before or after default, and whether ornot such payment is required by any provisions of this Agreement; or

 

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(y)                                 any failure by theCustomer to create, borrow, continue or effect by conversion a Fixed RatePortion on the date specified in a notice given pursuant to this Agreement;

 

then the Customer shall pay to the Bank upon its demand (which need notbut may at the Bank’s option be combined with a demand for repayment of theLoans) such amount as will reimburse the Bank for such loss, cost or expense.If the Bank requests compensation under this paragraph, it shall provide to theCustomer a certificate setting forth the computation of the loss, cost orexpense giving rise to the request for compensation in reasonable detail andsuch certificate shall be conclusive if reasonably determined.

 

(j)                                     *Lending Branch; Discretion of Bank as to Manner ofFunding.*  The Bank may, atits option, elect to make, fund or maintain Portions of the Loans hereunder atsuch of its branches or offices as the Bank may from time to time elect.Notwithstanding any provision of this Agreement to the contrary, the Bank shallbe entitled to fund and maintain its funding of all or any part of the Loans inany manner it sees fit, it being understood, however, that for the purposes ofthis Agreement all determinations hereunder with respect to LIBOR Portionsshall be made as if the Bank had actually funded and maintained each LIBORPortion during each Interest Period applicable thereto through the purchase ofdeposits in the relevant market in the amount of such LIBOR Portion, having amaturity corresponding to such Interest Period, and bearing an interest rateequal to the LIBOR for such Interest Period.

 

(k)                                  *Notations*.  The status of all amounts evidenced by the Note as constitutingpart of the Prime Rate Portion or a Fixed Rate Portion, and, in the case of anyFixed Rate Portion, the rates of interest and Interest Periods applicable tosuch Portions shall be recorded by the Bank on its books and records or, at itsoption in any instance, endorsed on a schedule hereto and the unpaid principalbalance and status, rates and Interest Periods so recorded or endorsed by theBank shall be *prima facie*evidence in any court or other proceeding brought to enforce this Agreement ofthe principal amount remaining unpaid thereon, the status of the Loansevidenced by the Note, and the interest rates and Interest Periods applicablethereto; *provided* that thefailure of the Bank to record any of the foregoing shall not limit or otherwiseaffect the obligation of the Customer to repay the principal balance of theLoan Account together with accrued interest thereon. Prior to any negotiationof the Note, the Bank shall record on a schedule hereto the status of allamounts evidenced hereby as constituting part of the Prime Rate Portion or aFixed Rate Portion and, in the case of any Fixed Rate Portion, the rates ofinterest and the Interest Periods applicable thereto.

 

(l)                                     *Definitions*.  For purposes of this Agreement, the following terms shall havethe following meanings:

 

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“*Adjusted LIBOR*” means arate per annum determined by the Bank in accordance with the following formula:

 
| Adjusted LIBOR = | LIBOR                   |
|------------------|-------------------------|
|             | l00%-Reserve Percentage |

 

“*Reserve Percentage*”means, for the purpose of computing Adjusted LIBOR, the maximum rate of allreserve requirements (including, without limitation, any marginal, emergency,supplemental or other special reserves) imposed by the Board of Governors ofthe Federal Reserve System (or any successor) under Regulation D onEurocurrency liabilities (as such term is defined in Regulation D) for theapplicable Interest Period as of the first day of such Interest Period, butsubject to any amendments to such reserve requirement by such Board or itssuccessor, and taking into account any transitional adjustments theretobecoming effective during such Interest Period. For purposes of thisdefinition, LIBOR Portions shall be deemed to be Eurocurrency liabilities asdefined in Regulation D without benefit of or credit for prorations, exemptionsor offsets under Regulation D. “*LIBOR*”means, for each Interest Period, (a) the LIBOR Index Rate for such InterestPeriod, if such rate is available, and (b) if the LIBOR Index Rate cannot bedetermined, the arithmetic average of the rates of interest per annum (roundedupward, if necessary, to the nearest 1/100th of 1%) at which deposits in U.S.Dollars in immediately available funds are offered to the Bank at 11:00 a.m.(London, England time) 2 Business Days before the beginning of such InterestPeriod by 3 or more major banks in the interbank eurodollar market selected bythe Bank for a period equal to such Interest Period and in an amount equal orcomparable to the applicable LIBOR Portion scheduled to be outstanding from theBank during such Interest Period. “*LIBORIndex Rate*” means, for any Interest Period, the rate per annum(rounded upwards, if necessary, to the next higher one hundred-thousandth of apercentage point) for deposits in U.S. Dollars for a period equal to suchInterest Period, which appears on the Telerate Page 3750 as of 11:00 a.m. (London,England time) on the day 2 Business Days before the commencement of suchInterest Period. “*Telerate Page 3750*”means the display designated as “*Page 3750*”on the Dow Jones Telerate Service (or such other page as may replace Page 3750on that service or such other service as may be nominated by the BritishBankers’ Association as the information vendor for the purpose of displayingBritish Bankers’ Association Interest Settlement Rates for U.S. Dollardeposits). Each determination of LIBOR made by the Bank shall be conclusive andbinding absent manifest error.

 

“*Business Day”* means anyday other than a Saturday or Sunday on which the Bank is not authorized orrequired to close in Chicago, Illinois and, when used with respect to LIBORPortions, a day on which the Bank is also dealing in United States Dollardeposits in London, England.

 

“*Interest Period*” means,with respect to any LIBOR Portion, the period commencing on, as the case maybe, the creation, continuation or conversion date

 

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with respect to such LIBOR Portion and ending 1, 2 or 3 monthsthereafter as selected by the Customer in its notice as provided herein;provided that all of the foregoing provisions relating to Interest Periods aresubject to the following:

 

(i)                                     if any InterestPeriod would otherwise end on a day which is not a Business Day, that InterestPeriod shall be extended to the next succeeding Business Day, unless in thecase of an Interest Period for a LIBOR Portion the result of such extensionwould be to carry such Interest Period into another calendar month in whichevent such Interest Period shall end on the immediately preceding Business Day;and

 

(ii)                                  the interest rate tobe applicable to each Fixed Rate Portion for each Interest Period shall applyfrom and including the first day of such Interest Period to but excluding thelast day thereof.

 

For purposes of determining an Interest Period, a month means a periodstarting on one day in a calendar month and ending on a numericallycorresponding day in the next calendar month, provided, however, if an InterestPeriod begins on the last day of a month or if there is no numericallycorresponding day in the month in which an Interest Period is to end, then suchInterest Period shall end on the last Business Day of such month.

 

“*Fixed Rate Portions*”means and includes LIBOR Portions, unless the context in which such term isused shall otherwise require.

 

“*Prime Rate*” means, forany day, the rate of interest announced or otherwise established by the Bankfrom time to time as its prime commercial rate, as in effect on such day (itbeing understood and agreed that such rate may not be the Bank’s best or lowestrate).

 

(m)                               *Survival of Indemnities*.  All indemnities and other provisionsrelative to reimbursement to the Bank of amounts sufficient to protect theyield of the Bank with respect to the Loans, including, but not limited to,paragraph nos. 2(i) and 2(j) hereof, shall survive the termination of thisAgreement and the payment of the Loans.

 

3.                                       *Fees*. On the date hereof, the Customer shall pay to the Bank a closing fee inthe $80,000. This fee is non-refundable and is in addition to any otherObligations owing to the Bank under the Line of Credit Agreement.

 

4.                                       *Maturity Date; Payments*.  The Customer shall pay to the Bank theprincipal balance of outstanding Loans together with any accrued interest ONDEMAMD). Payments received by the Bank shall be applied first to accruedinterest and then to the principal balance of outstanding Loans unlessotherwise directed. The Customer may make principal prepayments at any time andin any amount, subject to payment of the relevant

 

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funding indemnity more fully provided for in paragraph 2(j) above.Unless the Customer otherwise directs, principal payments shall be firstapplied to the Prime Rate Portion until payment in full thereof, with anybalance applied to the Fixed Rate Portions in the order in which their InterestPeriods expire. If any payment from the Customer under this Agreement becomesdue on a Saturday, Sunday, or a day which is a legal holiday for banks in theState of Illinois, such payment shall be made on the next bank business day andany such extension shall be included in computing interest under thisAgreement.

 

5.                                       *Periodic Statements*.  The Bank will furnish the Customer with astatement for each billing period (either monthly or quarterly as shown on thefront of this Agreement) which has any transaction or balance.

 

6.                                       *Customer Financial Statement*.  The Customer agrees to furnish financialinformation to the Bank upon request of the Bank from time to time. Suchinformation shall be furnished as soon as reasonably possible, but in any eventwithin 30 days after request by the Bank.

 

7.                                       *Representation and Warranties*.  In consideration of establishing andmaintaining the Loan Account, the Customer hereby represents and warrants tothe Bank that: (a) the Customer is a corporation duly organized, validlyexisting, and in good standing under the laws of its state of organization; (b)the execution, delivery, and performance by the Customer of this Agreement andthe Note are within its corporate powers, have been duly authorized by allnecessary corporate action, and do not contravene the Customer’s charter,articles of incorporation or by-laws or any law or contractual restriction bindingon or affecting the Customer; (c) no authorization or approval or other actionby, and no notice to or filing with, any governmental authority or regulatorybody is required for the Customer’s due execution, deliver, and performance ofthis Agreement or the Note; (d) this Agreement is, and the Note when executedand delivered by the Customer will be, the Customer’s legal, valid, and bindingobligation enforceable against the Customer in accordance with its terms; (e)the Customer is not engaged in the business of extending credit for the purposeof purchasing or carrying margin stock (within the meaning of Regulation Uissued by the Board of Governors of the Federal Reserve System), and noproceeds of the Loans will be used to purchase or carry any margin stock or toextend credit to others for the purpose of purchasing or carrying any marginstock; and (f) there is no pending or threatened action or proceeding affectingthe Customer before any court, governmental agency or arbitrator, which maymaterially adversely affect the Customer’s financial condition or operations orwhich purports to affect the legality, validity, or enforceability of thisAgreement or the Note.

 

8.                                       *DEMAND OBLIGATION; ENFORCEMENT*.  THE LOANS ARE EXPRESSED TO BE PAYABLE “ONDEMAND.” ACCORDINGLY, THE BANK CAN DEMAND PAYMENT IN FULL OF THE LOANS AT ANYTIME IN ITS SOLE DISCRETION EVEN IF THE CUSTOMER HAS COMPLIED WITH ALL OF THETERMS OF THIS AGREEMENT.

 

No delay by the Bank in the exercise of any right or remedy shalloperate as a waiver thereof, and no single or partial exercise by the Bank ofany right or remedy shall

 

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preclude any other or further exercise thereof or the exercise of anyother right or remedy. The Customer agrees to pay to the Bank all expensesincurred or paid by the Bank in connection with the establishment andmaintenance of the Loan Account and the collection of the Loans and any otheramounts due under this Agreement and the enforcement of rights to anycollateral security therefor, including, without limitation, attorneys’ feesand court costs. The Bank shall have the right at any time to set-off thebalance of any deposit account that the Customer may at any time maintain withthe Bank against any amounts at any time owing under this Agreement, whether ornot the balance of Loans under this Agreement is then due.

 

9.                                       *Termination; Renewal*.  The availability of additional Loans underthis Agreement will automatically terminate ON DEMAND. The Bank reserves theright at any time without notice to terminate the Loan Account, suspend theCustomer’s borrowing privileges or refuse any Loan request or any request for aFixed Rate Portion even though the Customer has complied with all of the termsof this Agreement. The Customer may terminate this Agreement at any time effectiveupon receipt by the Bank of at least 15 days prior written notice. Notermination under this paragraph shall affect the Bank’s rights or theCustomer’s obligations regarding payment or default under this Agreement. Suchtermination shall not affect the Customer’s obligation to pay all Loans and theinterest accrued through the date of final payment. The Bank may also elect tohonor Loan requests after termination of this Agreement, and the Customeragrees that any such payment by the Bank shall constitute a Loan to Customerunder this Agreement.

 

10.                                 *Notices*. The Bank may rely on instructions from the Customer with respect to anymatters relating to this Agreement or the Loan Account, including telephoneloan requests which are made by a person whom the Bank believes to be theCustomer or its designated representative. All notices and statements to befurnished by the Bank shall be sufficient if delivered to any such person atthe billing address for the Loan Account shown on the records of the Bank. Allnotices from the Customer shall be sent to the Bank at P.O. Box 755, Chicago,Illinois 60690, to the attention of the Loan Accounting Division. The Customerwaives presentment and notice of dishonor. This Agreement constitutes theentire understanding of the parties with respect to the subject matter hereofand any prior agreements, whether written or oral, with respect thereto aresuperseded hereby. No amendment or waiver of any provision of this Agreement orthe Note, nor consent to any departure by the Customer therefrom, shall in anyevent be effective unless the same shall be in writing and signed by the Bank.If any part of this Agreement is unenforceable, that will not make any otherpart unenforceable. This Agreement shall be governed by the laws of the Stateof Illinois.

 

11.                                 *Consent to Jurisdiction*. THE CUSTOMERSUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURTFOR THE NORTHERN DISTRICT OF ILLINOIS AND OF ANY ILLINOIS STATE COURT SITI1NGIN COOK COUNTY, ILLINOIS, FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OFOR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 

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12.                                 *Jury Trial Waiver*.  THE CUSTOMER AND THE BANK WAIVE ANY AND ALLRIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TOTHIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 

THE CUSTOMER AGREES TO THE TERMS SET FORTH ABOVE.

 

 
| Signed by Customer on June 29th, 2004.        |
|----------------------------------------------------|
|                                               |
|                                               | COMMUNITY FIRST BANKSHARES, INC. |
|                                               |   |
|                                               |   |
|                                               | By: | /s/ Craig Weiss |   |
|                                               |   | Name | Craig Weiss |   |
|                                               |   | Title | CFO |   |
|                                               |
|                                               |
| Accepted and agreed to this 29th day of June, 2004 |
|                                               |
|                                               | HARRIS TRUST AND SAVINGS BANK |
|                                               |   |
|                                               |   |
|                                               | By: |   |   |
|                                               |   | Name |   |   |
|                                               |   | Title |   |   |
|                                                    |  |  |  |  |  |  |

 

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DEMAND NOTE

 
|        |   | Chicago, Illinois                        |
|-------------|--------|------------------------------------------|
| $40,000,000 |   | June     , 2004 |

 

ON DEMAND, for value received, the undersigned, COMMUNITY FIRSTBANKSHARES, INC. a Delaware corporation, promises to pay to the order of HARRISTRUST AND SAVINGS BANK (the “*Bank*”)at its offices at 111 West Monroe Street, Chicago, Illinois, the principal sumof Forty Million and no/l00 Dollars ($40,000,000) or, if less, the amountoutstanding under the Harris Line of Credit Agreement referred to belowtogether with interest payable at the times and at the rates and in the mannerset forth in the Harris Line of Credit Agreement referred to below.

 

This Note evidences borrowings by the undersigned under that certainHarris Line of Credit Agreement dated as of June     ,2004, between the undersigned and the Bank; and this Note and the holder hereofare entitled to all the benefits provided for under the Harris Line of CreditAgreement, to which reference is hereby made for a statement thereof.  The undersigned hereby waives presentmentand notice of dishonor.  The undersignedagrees to pay to the holder hereof all expenses incurred or paid by suchholder, including attorneys’ fees and court costs, in connection with thecollection of this Note.  It is agreedthat this Note and the rights and remedies of the holder hereof shall beconstrued in accordance with and governed by the laws of the State of Illinois.

 
|   | COMMUNITY FIRST BANKSHARES, INC. |
|--------|----------------------------------|
|   |                             |
|   |                             |
|   | By:                              | /s/ Craig Weiss |   |
|   |                             | Name | Craig Weiss |   |
|   |                             | Title | CFO |   |
|        |                                  |  |  |  |  |  |

 

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