Exhibit 10.1


 


HARRIS LINE OF CREDIT AGREEMENT


 


The
Customer referred to below has applied for, and Harris Trust and Savings Bank,
Chicago, Illinois (“Bank”), has
approved the establishment of, a line of credit account (“Loan Account”) from which the Customer may
from time to time request loans in the aggregate amount of credit shown below
(the “Maximum Credit”). Interest
on such loans is computed at a variable rate which may change daily based upon
changes in the Bank’s Prime Rate or at a short term fixed rates based upon
LIBOR. The Customer may make principal payments at any time and in any amount,
subject to payment of the funding indemnity more fully provided in paragraph
no. 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 the
Customer and the Bank as follows:


 


Name of Customer: COMMUNITY FIRST BANKSHARES, INC..


 


Address:


 


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


 


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


 


Amount
of Maximum Credit: $40,000,000


 


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


 


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


 


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


Periodic
Statement reflecting accrued interest will be sent and interest will be
payable:                          o 
Monthly;  o 
Quarterly


 


Payments
shall be due at the Bank’s principal office in


Chicago,
Illinois, paid to the order of the Bank, and made by:   o Debit to Harris
Account                    ;
 o By
Check


 


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


 

















 


in paragraph no. 2(a) below) except to the extent the Customer has
otherwise timely elected that such Loan, or any part thereof, constitutes part
of a Fixed Rate Portion as provided in paragraph 2 below. The Customer shall
not 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’s
promissory 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 principal
amount of $40,000,000.00, it shall evidence only the actual unpaid principal
balance of Loans made under the Loan Account. The Bank agrees that if it
transfers or assigns the Note, the Bank will stamp thereon a statement of the
actual principal amount evidenced thereby at the time of transfer. The Customer
agrees that in any action or proceeding instituted to collect or enforce
collection of the Note, the amount shown as owing the Bank on its records shall
be prima facie evidence of the
unpaid balance of principal and interest on the Note.


 


2.                                       Interest Rate Options.


 


(a)                                  Subject to the terms
and conditions hereof, portions of the principal of the Loans (all of the
principal of the Loans bearing interest at the same rate for the same period of
time 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”) or
with reference to an Adjusted LIBOR (“LIBOR
Portions”). Subject to the terms and conditions hereof, Portions may
be converted from time to time from one basis to another. All of the
indebtedness evidenced by the Loan Account which is not part of a Fixed Rate
Portion shall constitute a single Prime Rate Portion. All principal of the
Loans which bears interest with reference to a particular Adjusted LIBOR for a
particular Interest Period shall constitute a single LIBOR Portion. There shall
not be more than 5 Fixed Rate Portions outstanding at any one time. Anything
contained herein to the contrary notwithstanding, no Fixed Rate Portion shall
be created, continued or effected by conversion after any demand for payment of
the Loans or any non-compliance by the Customer with any of the terms or
conditions of this Agreement. The Customer hereby promises to pay interest on
each Portion at the rates and times specified herein. The interest rate payable
under this Agreement shall be subject, however, to the limitation that such
interest rate shall never exceed the highest rate which the Customer may
contract to pay under applicable law.


 


(b)                                 Prime Rate Portion. The Prime Rate Portion
shall bear interest at the rate per annum equal at all times to the Prime Rate
as 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, whether
before or after judgment, until payment in full thereof at the rate per annum
determined 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 the
last day of each March, June, September and December (commencing
September 31, 2004) in each year;


 

















 


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


 


(c)                                  LIBOR Portions. Each LIBOR Portion shall
bear interest for each Interest Period selected therefor at a rate per annum
determined by adding .75% to the Adjusted LIBOR for such Interest Period, provided that if any LIBOR Portion is not
paid when due (whether by demand or otherwise), such Portion shall bear
interest, whether before or after judgment, until payment in full thereof
through the end of the Interest Period then applicable thereto at the rate per
annum determined by adding 3% to the interest rate which would otherwise be
applicable thereto, and effective at the end of such Interest Period such LIBOR
Portion shall automatically be converted into and added to the Prime Rate
Portion and shall thereafter bear interest at the interest rate applicable to
the Prime Rate Portion after default. Interest on each LIBOR Portion shall be
due 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 of
3 months, on the date occurring every 3 months alter the date such Interest
Period began and at the end of such Interest Period; and interest shall also be
due and payable upon demand. The Customer shall notify the Bank on or before
11:00 am. (Chicago time) on the third Business Day preceding the end of an
Interest Period applicable to a LIBOR Portion whether such LIBOR Portion is to
continue as a LIBOR Portion, in which event the Customer shall notify the Bank
of the new Interest Period selected therefor; and in the event the Customer
shall fail to so notify the Bank, such LIBOR Portion shall automatically be
converted into and added to the Prime Rate Portion as of and on the last day of
such 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 computed
on 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 requests
that any LIBOR Portion be created or that any part of the Prime Rate Portion be
converted into a LIBOR Portion (each such notice to specify in each instance
the amount thereof and the Interest Period selected therefor). If any request
is made to convert a LIBOR Portion into another type of Portion available
hereunder, such conversion shall only be made so as to become effective as of
the last day of the Interest Period applicable thereto.


 


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


 

















 


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


 


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


 


(g)                                 Unavailability of Deposits or Inability to Ascertain
Adjusted LIBOR. Notwithstanding any other provision hereof, if the
Bank shall determine prior to the commencement of any Interest Period that
deposits in the amount of any LIBOR Portion scheduled to be outstanding during
such Interest Period are not readily available to the Bank in the relevant
market or, by reason of circumstances affecting the relevant market, adequate
and reasonable means do not exist for ascertaining Adjusted LIBOR, then the
Bank shall promptly give notice thereof to the Customer and at the Bank’s
option make demand for repayment of the Loans and, even absent such demand, no
LIBOR Portion shall be created, continued or effected by conversion, as the
case may be, in such amount and for such Interest Period until deposits in such
amount and for the Interest Period selected by the Customer shall again be
readily available to the Bank in the relevant market and adequate and
reasonable means exist for ascertaining Adjusted LIBOR.


 


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


 

















 


other authority having jurisdiction over the Bank or its lending branch
or the Fixed Rate Portions contemplated hereby (whether or not having the force
of law), shall: (i) impose, increase, or deem applicable any reserve, special
deposit or similar requirement against assets held by, or deposits in or for
the account of, or loans by, or any other acquisition of funds or disbursements
by, the Bank which is not in any instance already accounted for in computing
the interest rate applicable to such Fixed Rate Portion; (ii) subject the Bank,
this Agreement or any Fixed Rate Portion to any tax (including, without
limitation, any United States interest equalization tax or similar tax however
named applicable to the acquisition or holding of debt obligations and any
interest or penalties with respect thereto), duty, charge, stamp tax, fee,
deduction or withholding in respect of this Agreement or any Fixed Rate
Portion, except such taxes as may be measured by the overall net income or
gross receipts of the Bank or its lending branches and imposed by the
jurisdiction, or any political subdivision or taxing authority thereof, in
which 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 from
the Customer to the Bank hereunder (other than by a change in taxation of the
overall net income or gross receipts of the Bank); or (iv) impose on the Bank
any penalty with respect to the foregoing or any other condition regarding this
Agreement or any Fixed Rate Portion, and the Bank shall determine that the
result of any of the foregoing is to increase the cost (whether by incurring a
cost or adding to a cost) to the Bank of creating or maintaining any Fixed Rate
Portion hereunder or to reduce the amount of principal or interest received or
receivable 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 shall
pay on demand (which need not but may at the Bank’s option be combined with a
demand for repayment of the Loans) to the Bank from time to time as specified
by the Bank such additional amounts as the Bank shall reasonably determine are
sufficient to compensate and indemnify it for such increased cost or reduced
amount. If the Bank makes such a claim for compensation, it shall provide to
the Customer a certificate setting forth the computation of the increased cost
or reduced amount as a result of any event mentioned herein in reasonable
detail 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 of
profit), cost or expense incurred by reason of the liquidation or reemployment
of deposits or other funds acquired or contracted to be acquired by the Bank to
fund or maintain any Fixed Rate Portion or the relending or reinvesting of such
deposits or other funds or amounts paid or prepaid to the Bank) as a result of:


 


(x)                                   any payment of a
Fixed Rate Portion on a date other than the last day of the then applicable
Interest Period for any reason, whether before or after default, and whether or
not such payment is required by any provisions of this Agreement; or


 

















 


(y)                                 any failure by the
Customer to create, borrow, continue or effect by conversion a Fixed Rate
Portion 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 not
but may at the Bank’s option be combined with a demand for repayment of the
Loans) 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 the
Customer a certificate setting forth the computation of the loss, cost or
expense giving rise to the request for compensation in reasonable detail and
such certificate shall be conclusive if reasonably determined.


 


(j)                                     Lending Branch; Discretion of Bank as to Manner of
Funding.  The Bank may, at
its option, elect to make, fund or maintain Portions of the Loans hereunder at
such 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 shall
be entitled to fund and maintain its funding of all or any part of the Loans in
any manner it sees fit, it being understood, however, that for the purposes of
this Agreement all determinations hereunder with respect to LIBOR Portions
shall be made as if the Bank had actually funded and maintained each LIBOR
Portion during each Interest Period applicable thereto through the purchase of
deposits in the relevant market in the amount of such LIBOR Portion, having a
maturity corresponding to such Interest Period, and bearing an interest rate
equal to the LIBOR for such Interest Period.


 


(k)                                  Notations.  The status of all amounts evidenced by the Note as constituting
part of the Prime Rate Portion or a Fixed Rate Portion, and, in the case of any
Fixed Rate Portion, the rates of interest and Interest Periods applicable to
such Portions shall be recorded by the Bank on its books and records or, at its
option in any instance, endorsed on a schedule hereto and the unpaid principal
balance and status, rates and Interest Periods so recorded or endorsed by the
Bank shall be prima facie
evidence in any court or other proceeding brought to enforce this Agreement of
the principal amount remaining unpaid thereon, the status of the Loans
evidenced by the Note, and the interest rates and Interest Periods applicable
thereto; provided that the
failure of the Bank to record any of the foregoing shall not limit or otherwise
affect the obligation of the Customer to repay the principal balance of the
Loan Account together with accrued interest thereon. Prior to any negotiation
of the Note, the Bank shall record on a schedule hereto the status of all
amounts evidenced hereby as constituting part of the Prime Rate Portion or a
Fixed Rate Portion and, in the case of any Fixed Rate Portion, the rates of
interest and the Interest Periods applicable thereto.


 


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


 

















 


“Adjusted LIBOR” means a
rate 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 all
reserve requirements (including, without limitation, any marginal, emergency,
supplemental or other special reserves) imposed by the Board of Governors of
the Federal Reserve System (or any successor) under Regulation D on
Eurocurrency liabilities (as such term is defined in Regulation D) for the
applicable Interest Period as of the first day of such Interest Period, but
subject to any amendments to such reserve requirement by such Board or its
successor, and taking into account any transitional adjustments thereto
becoming effective during such Interest Period. For purposes of this
definition, LIBOR Portions shall be deemed to be Eurocurrency liabilities as
defined in Regulation D without benefit of or credit for prorations, exemptions
or offsets under Regulation D. “LIBOR”
means, for each Interest Period, (a) the LIBOR Index Rate for such Interest
Period, if such rate is available, and (b) if the LIBOR Index Rate cannot be
determined, the arithmetic average of the rates of interest per annum (rounded
upward, 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 Interest
Period by 3 or more major banks in the interbank eurodollar market selected by
the Bank for a period equal to such Interest Period and in an amount equal or
comparable to the applicable LIBOR Portion scheduled to be outstanding from the
Bank during such Interest Period. “LIBOR
Index Rate” means, for any Interest Period, the rate per annum
(rounded upwards, if necessary, to the next higher one hundred-thousandth of a
percentage point) for deposits in U.S. Dollars for a period equal to such
Interest 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 such
Interest 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 3750
on that service or such other service as may be nominated by the British
Bankers’ Association as the information vendor for the purpose of displaying
British Bankers’ Association Interest Settlement Rates for U.S. Dollar
deposits). Each determination of LIBOR made by the Bank shall be conclusive and
binding absent manifest error.


 


“Business Day” means any
day other than a Saturday or Sunday on which the Bank is not authorized or
required to close in Chicago, Illinois and, when used with respect to LIBOR
Portions, a day on which the Bank is also dealing in United States Dollar
deposits in London, England.


 


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


 

















 


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


 


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


 


(ii)                                  the interest rate to
be applicable to each Fixed Rate Portion for each Interest Period shall apply
from and including the first day of such Interest Period to but excluding the
last day thereof.


 


For purposes of determining an Interest Period, a month means a period
starting on one day in a calendar month and ending on a numerically
corresponding day in the next calendar month, provided, however, if an Interest
Period begins on the last day of a month or if there is no numerically
corresponding day in the month in which an Interest Period is to end, then such
Interest 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 is
used shall otherwise require.


 


“Prime Rate” means, for
any day, the rate of interest announced or otherwise established by the Bank
from time to time as its prime commercial rate, as in effect on such day (it
being understood and agreed that such rate may not be the Bank’s best or lowest
rate).


 


(m)                               Survival of Indemnities.  All indemnities and other provisions
relative to reimbursement to the Bank of amounts sufficient to protect the
yield 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 this
Agreement and the payment of the Loans.


 


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


 


4.                                       Maturity Date; Payments.  The Customer shall pay to the Bank the
principal balance of outstanding Loans together with any accrued interest ON
DEMAMD). Payments received by the Bank shall be applied first to accrued
interest and then to the principal balance of outstanding Loans unless
otherwise directed. The Customer may make principal prepayments at any time and
in any amount, subject to payment of the relevant


 

















 


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


 


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


 


6.                                       Customer Financial Statement.  The Customer agrees to furnish financial
information to the Bank upon request of the Bank from time to time. Such
information shall be furnished as soon as reasonably possible, but in any event
within 30 days after request by the Bank.


 


7.                                       Representation and Warranties.  In consideration of establishing and
maintaining the Loan Account, the Customer hereby represents and warrants to
the Bank that: (a) the Customer is a corporation duly organized, validly
existing, and in good standing under the laws of its state of organization; (b)
the execution, delivery, and performance by the Customer of this Agreement and
the Note are within its corporate powers, have been duly authorized by all
necessary corporate action, and do not contravene the Customer’s charter,
articles of incorporation or by-laws or any law or contractual restriction binding
on or affecting the Customer; (c) no authorization or approval or other action
by, and no notice to or filing with, any governmental authority or regulatory
body is required for the Customer’s due execution, deliver, and performance of
this Agreement or the Note; (d) this Agreement is, and the Note when executed
and delivered by the Customer will be, the Customer’s legal, valid, and binding
obligation enforceable against the Customer in accordance with its terms; (e)
the Customer is not engaged in the business of extending credit for the purpose
of purchasing or carrying margin stock (within the meaning of Regulation U
issued by the Board of Governors of the Federal Reserve System), and no
proceeds of the Loans will be used to purchase or carry any margin stock or to
extend credit to others for the purpose of purchasing or carrying any margin
stock; and (f) there is no pending or threatened action or proceeding affecting
the Customer before any court, governmental agency or arbitrator, which may
materially adversely affect the Customer’s financial condition or operations or
which purports to affect the legality, validity, or enforceability of this
Agreement or the Note.


 


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


 


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


 

















 


preclude any other or further exercise thereof or the exercise of any
other right or remedy. The Customer agrees to pay to the Bank all expenses
incurred or paid by the Bank in connection with the establishment and
maintenance of the Loan Account and the collection of the Loans and any other
amounts due under this Agreement and the enforcement of rights to any
collateral security therefor, including, without limitation, attorneys’ fees
and court costs. The Bank shall have the right at any time to set-off the
balance of any deposit account that the Customer may at any time maintain with
the Bank against any amounts at any time owing under this Agreement, whether or
not the balance of Loans under this Agreement is then due.


 


9.                                       Termination; Renewal.  The availability of additional Loans under
this Agreement will automatically terminate ON DEMAND. The Bank reserves the
right at any time without notice to terminate the Loan Account, suspend the
Customer’s borrowing privileges or refuse any Loan request or any request for a
Fixed Rate Portion even though the Customer has complied with all of the terms
of this Agreement. The Customer may terminate this Agreement at any time effective
upon receipt by the Bank of at least 15 days prior written notice. No
termination under this paragraph shall affect the Bank’s rights or the
Customer’s obligations regarding payment or default under this Agreement. Such
termination shall not affect the Customer’s obligation to pay all Loans and the
interest accrued through the date of final payment. The Bank may also elect to
honor Loan requests after termination of this Agreement, and the Customer
agrees that any such payment by the Bank shall constitute a Loan to Customer
under this Agreement.


 


10.                                 Notices. 
The Bank may rely on instructions from the Customer with respect to any
matters relating to this Agreement or the Loan Account, including telephone
loan requests which are made by a person whom the Bank believes to be the
Customer or its designated representative. All notices and statements to be
furnished by the Bank shall be sufficient if delivered to any such person at
the billing address for the Loan Account shown on the records of the Bank. All
notices 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 Customer
waives presentment and notice of dishonor. This Agreement constitutes the
entire understanding of the parties with respect to the subject matter hereof
and any prior agreements, whether written or oral, with respect thereto are
superseded hereby. No amendment or waiver of any provision of this Agreement or
the Note, nor consent to any departure by the Customer therefrom, shall in any
event 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 other
part unenforceable. This Agreement shall be governed by the laws of the State
of Illinois.


 


11.                                 Consent to Jurisdiction. THE CUSTOMER
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS AND OF ANY ILLINOIS STATE COURT SITI1NG
IN COOK COUNTY, ILLINOIS, FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 

















 


12.                                 Jury Trial Waiver.  THE CUSTOMER AND THE BANK WAIVE ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS 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

  	
   

  	
   

  
							



 

















 


DEMAND NOTE


 


	
   

  	
   

  	
  Chicago, Illinois

  
	
  $40,000,000

  	
   

  	
  June     , 2004

  



 


ON DEMAND, for value received, the undersigned, COMMUNITY FIRST
BANKSHARES, INC. a Delaware corporation, promises to pay to the order of HARRIS
TRUST AND SAVINGS BANK (the “Bank”)
at its offices at 111 West Monroe Street, Chicago, Illinois, the principal sum
of Forty Million and no/l00 Dollars ($40,000,000) or, if less, the amount
outstanding under the Harris Line of Credit Agreement referred to below
together with interest payable at the times and at the rates and in the manner
set forth in the Harris Line of Credit Agreement referred to below.


 


This Note evidences borrowings by the undersigned under that certain
Harris Line of Credit Agreement dated as of June     ,
2004, between the undersigned and the Bank; and this Note and the holder hereof
are entitled to all the benefits provided for under the Harris Line of Credit
Agreement, to which reference is hereby made for a statement thereof.  The undersigned hereby waives presentment
and notice of dishonor.  The undersigned
agrees to pay to the holder hereof all expenses incurred or paid by such
holder, including attorneys’ fees and court costs, in connection with the
collection of this Note.  It is agreed
that this Note and the rights and remedies of the holder hereof shall be
construed 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