Exhibit10.10.2

FIRSTAMENDMENT TOAMENDED AND RESTATED CREDIT AGREEMENT

 

THISFIRST AMENDMENT is made as of the 21 day of April, 2000, and is by and amongCOMMUNITY FIRST BANKSHARES, INC. (the “Borrower”), HARRIS TRUST AND SAVINGSBANK (“Harris”) and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (“Norwest”;Harris and Norwest are each referred to herein as a “Bank” and collectively as“Banks”), and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as agent for theBanks (in such capacity, the “Agent”).

REFERENCEIS HEREBY MADE to that certain Amended and Restated Credit Agreement dated asof April 30, 1999 (the “Credit Agreement”) made by and among the Borrower, theBanks and the Agent.  Capitalized termsnot otherwise defined herein shall have the respective meanings ascribed tothem in the Credit Agreement.

WHEREAS,the Borrower has requested the Banks (i) to extend the maturity of the Creditfrom April 30, 2000 to April 30, 2001, and (ii) to increase the amount of theTerm Loan from $10,000,000.00 to $75,000,000.00 and convert it to a one-yearrevolving credit line.

WHEREAS,the Banks are willing to grant the Borrower’s requests, subject to theprovisions of this First Amendment.

NOW,THEREFORE, in consideration of the premises and for other valuable considerationreceived, it is agreed as follows:

1.      Section 1.12 of the Credit Agreement ishereby revised in its entirety to read as follows:

         1.12   “CreditExpiration Date” shall mean April 30, 2001.

2.      Section 1.13 of the Credit Agreement ishereby revised in its entirety to read as follows:

         1.13   “CreditPercentages” shall mean 35% with respect to Harris and 65% with respect toNorwest.

3.      Section 1.22 of the Credit Agreement ishereby revised in its entirety to read as follows:

1.22“Interest Period” means with respect toany Eurodollar Borrowing, (a) initially, the period commencing on, as the casemay be, the date on which such Eurodollar Borrowing is made or the date onwhich such Eurodollar Borrowing results from the conversion of a Base RateBorrowing or a Federal Funds Borrowing, and ending one, two, three or sixmonths thereafter, as selected in a notice of borrowing, continuance orconversion as provided in Sections 2.1, 2.3, or 2.4 hereof, and (b) thereafter,each period commencing on the last day of the immediately preceding InterestPeriod and ending one, two, three or six months thereafter, as selected byirrevocable notice to the Agent (which notice must be received by the Agentbefore 12:00 Noon, Minneapolis time, three Business Days before the last day ofthe then current Interest Period with respect to such Eurodollar Borrowing),provided, however, that (i) if any Interest Period would otherwise end on a daythat is not a Business Day, that Interest Period shall be extended to the nextsucceeding Business Day unless the result of such extensions would be to carrysuch Interest Period into another calendar month, in which event such InterestPeriod shall end on the immediately preceding Business Day, (ii) the Borrowermay not select the Interest Period that would otherwise extend beyond theCredit Expiration Date (with respect to the Credit), (iii) if no notice isgiven with respect to selection on an Interest Period as provided above, theaffected Eurodollar Borrowing shall be converted to a Base Rate Borrowing onthe last day of the Interest Period then in effect, and (iv) any InterestPeriod that begins on the last Business Day of a calendar month (or on a datefor which there is no numerically corresponding day in the calendar month atthe end of such Interest Period) shall end on the last Business Day of acalendar month.

4.       Sections1.30, 1.31, 1.32, 1.33 and 1.34 of the Credit Agreement are each hereby revisedin their entirety to read as follows:

1.30   “SecondCredit Line” shall mean the Second Credit Line made by the Banks to theBorrower in an aggregate amount not exceeding $75,000,000.00.

1.31   “SecondCredit Line Advance” shall mean an advance of funds under the Second CreditLine.

1.32   “SecondCredit Line Maturity Date” shall mean April 30, 2001.

1.33   “SecondCredit Line Percentages” shall mean 37% with respect to Harris and 63% withrespect to Norwest.

1.34   “SecondCredit Notes” shall mean the promissory notes of the Borrower substantially inthe form of attached Exhibits B-1 and B-2 to the First Amendment, evidencingthe Second Credit Line.

5.      Section 3 of the Credit Agreement ishereby revised in entirety to read as follows:

SECTION 3  TheSecond Credit Line

3.1     Subject toother provisions of this Agreement, each Bank shall make Second Credit LineAdvances to the Borrower under the Second Credit Line from time to time fromthe effective date hereof until the Second Credit Line Maturity Date inaggregate principal amounts at any one time outstanding not exceeding suchBank’s Second Credit Line Percentage of the Maximum Second Credit Line Amountdetermined pursuant to Section 3.2 hereof. Each Second Credit Line Advance will be requested to the Agent inwriting by an authorized officer of the Borrower on a Notice of Borrowingsubstantially in the form of Exhibit C hereto. The initial balance of the Second Credit Line shall be the balanceoutstanding under the Term Loan which is replaced by the Second CreditLine.  Requests for Second Credit LineAdvances must be received by the Agent no later than 12:00 Noon, Minneapolistime, on the day of a Second Credit Line Advance.

3.2     The MaximumSecond Credit Line amount shall be $75,000,000.00.  Within such maximum Second Credit Line Amount and subject to theterms and conditions of this Agreement, the Borrower may borrow, repay andreborrow under the Second Credit Line.

3.3     The Agentshall promptly notify each Bank of the Borrower’s request for a Second CreditLine Advance, and the amount of the Second Credit Line Advance by telephone orfax no later than 1:00 p.m., Minneapolis time, on the day on which the Agentreceived the request.  Subject to thefurther provisions of this Section 3, the Agent will fund the Second CreditLine Advance no later than 4:30 p.m., Minneapolis time, on the Business Dayrequested by the Borrower.  On or before3:30 p.m., Minneapolis time, on such Business Day, each Bank shall deposit withthe Agent same-day funds constituting such Bank’s Second Credit Line Percentageof the Second Credit Line Advance.  Suchdeposit will be made to an account which the Agent shall specify by notice tothe Banks.  To the extent funds arereceived from the Banks in accordance with this Section 3.3, the Agent shallmake such funds available to the Borrower by wire transfer to the account(s)the Borrower shall have designated to the Agent at or before the time of therelated request.

3.4     Interest onthe unpaid balance of the Second Credit Notes shall be calculated at an annualrate equal to one and one-quarter percent (1.25%) in excess of the Federal FundsRate in effect from time to time, and shall change as and when the FederalFunds Rate changes.  Interest on theSecond Credit Notes shall be calculated on basis of the actual number of dayselapsed in a year of 360 days.

3.5     Notwithstandingthe provisions of Section 3.4 hereof, for so long as there exists any Event ofDefault, interest on the Second Credit Notes shall accrue at an annual rate oftwo percent (2.0%) in excess of the rate which would otherwise apply to theSecond Credit Notes.

3.6     Interest onthe unpaid principal of the Second Credit Notes shall be payable quarterly,commencing June 30, 2000, and continuing on the last day of each succeedingcalendar quarter, and on the Second Credit Line Maturity Date.

3.7     Theprincipal of the Second Credit Notes shall be due and payable in full on theSecond Credit Line Maturity Date.

3.8     The Borrowermay at any time prepay principal under the Second Credit line in whole or fromtime to time in part without premium or penalty.

3.9     The Borrowershall pay to the Agent, within 20 days following the end of each semi-annualperiod, commencing with the period ending October 31, 2000, on behalf of theBanks, a fee (the “Unused Second Credit Line Fee”) calculated at an annual rateequal to two-tenths of one percent (0.20%) of the average daily unused portionof the Second Credit line; provided however, that no fee shall be due for anysemi-annual period where the average daily usage is greater than 50% of theMaximum Second Credit Line Amount.  TheUnused Second Credit Line Fee shall be calculated on the basis of actual numberof days elapsed in a year of 360 days. As used herein the Second Credit “unused portion” shall mean thedifference between the applicable Maximum Second Credit Line Amount and theoutstanding principal balance of the Second Credit Line as of the date ofdetermination.

 

6.          All remaining references to “Term Loan”or “Term Note” in the Credit Agreement are hereby amended so that they shallrefer to the “Second Credit Line” or the “Second Credit Note”, as the case maybe.

7.          Simultaneously with the execution of thisFirst Amendment, the Borrower shall execute and deliver the following newpromissory notes (which, for purposes of this First Amendment only, shallcollectively be referred to herein as the “New Notes”) to the Agent for thebenefit of the Banks:

A.      Current Note in the face amount of$12,250,000.00 payable to Harris and substantially in the form of attachedExhibit A-1.  Said note shall replace,but shall not be deemed payment or satisfaction of, that certain Current Notedated April 30, 1999 made by the Borrower in the face amount of $17,500,000.00payable to Harris.

B.      Current Notein the face amount of $22,750,000.00 payable to Norwest and substantially inthe form of attached Exhibit A-2.  Saidnote shall replace, but shall not be deemed payment or satisfaction of, thatcertain Current Note dated April 30, 1999 made by the Borrower in the faceamount of $17,500,000.00 payable to Norwest.

C.      SecondCredit Note in the face amount of $27,750,000.00 payable to Harris andsubstantially in the form of attached Exhibit B-1.  Said note shall replace, but shall not be deemed payment orsatisfaction of, that certain Term Note dated April 30, 1999 made by theBorrower in the face amount of $5,000,000.00 payable to Harris.

D.      SecondCredit Note in the face amount of $47,250,000.00 payable to Norwest andsubstantially in the form of attached Exhibit B-2.  Said note shall replace, but shall not be deemed payment orsatisfaction of, that certain Term Note dated April 30, 1999 made by theBorrower in the face amount of $5,000,000.00 payable to Norwest.

All references in the Credit Agreement to the “Current Notes” shall bedeemed to mean the Current Notes described in paragraphs A and B of thisSection.  Exhibits A-1 and A-2 of thisFirst Amendment shall replace Exhibits A-1 and A-2 of the Credit Agreement.

Allreferences in the Credit Agreement to the “Term Notes” shall be deemed to meanthe Second Credit Notes described in paragraphs D and E of this Section.  Exhibits B-1 and B-2 of this First Amendmentshall replace Exhibits B-1 and B-2 of the Credit Agreement.

8.       The Borrower hereby represents andwarrants to the Banks as follows:

A.      As of thedate of this First Amendment, the outstanding principal balance of eachof the Current Notes is $0.0.

B.      As of thedate of this First Amendment, the outstanding principal balance of eachof the Tern Notes is $0.0.

C.      The CreditAgreement, the Current Notes and the Second Credit Notes constitute valid,legal and binding obligations owed by the Borrower to the Banks, subject to nocounterclaim, defense, offset, abatement or recoupment.

D.      As of thedate of this First Amendment, (i) each of the representations and warrantiescontained in Section 5.1, 5.2, 5.3, 5.5, 5.6 and 5.10 of the Credit Agreementis true, and (ii) there exists no Event of Default, nor does there exist anyevent which, with the giving of notice or the passage of time, or both, couldbecome an Event of Default.

E.       Allauthorizations of governmental agencies, bodies or authorities which arenecessary to permit the transactions contemplated by this First Amendment havebeen obtained and are in full force and effect, and no further approval,consent, order or authorization of, or designation, registration, declarationor filing with, any governmental, authority is required in connection with theconsummation of the transactions contemplated by this First Amendment.

F.       Theexecution, delivery and performance of this First Amendment and the New Notesby the Borrower are within its corporate powers, have been duly authorized, andare not in contravention of law or the terms of the Borrower’s Articles ofIncorporation or By-laws, or of any undertaking to which the Borrower is aparty or by which it is bound.

G.      Allfinancial statements delivered to the Bank by or on behalf of the Borrower,including all schedules and notes pertaining thereto, have been prepared inaccordance with Generally Accepted Accounting Principles consistently applied,and fully and fairly present the financial condition of the Borrower at thedate thereof and the result of operations for the periods covered thereby, andthere have been no material adverse changes in the financial condition orbusiness of the Borrower from December 31, 1999 to the date hereof.

9.       Upon request by the Banks, the Borrower shall deliver aCorporate Certificate of Authority to the Agent dated as of the date of thisFirst Amendment, and in form and content acceptable to the Agent.

10.      This First Amendment may be executed inany number of counterparts, each of which shall be deemed an original, butwhich taken together shall constitute one and the same instrument.

11.      Except as expressly modified by thisFirst Amendment, the Credit Agreement remains unchanged and in full force andeffect.

 

INWITNESS WHEREOF, the Borrower, the Banks and the Agent have executed this FirstAmendment as of the date first written above.

| COMMUNITY FIRSTBANKSHARES, INC.                                                                                         |                                                                                              | NORWEST BANK MINNESOTA    NATIONAL ASSOCIATION, as Agent                                     |
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| By:   /s/ Mark A. Anderson                                                                                         |                                                                                              | By:   /s/ Sidney W. Bennett                                                                  |
|        Mark A. Anderson        President and Chief Executive  Officer |        Sidney W. Bennett,        Vice President |
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| By:   /s/ Thomas R. Anderson                                                                                       |                                                                                              |                                                                                              |
|        Thomas R. Anderson        Treasurer                            |
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| HARRIS TRUST AND SAVINGS BANK                                                                                           |                                                                                              | NORWEST BANK MINNESOTA    NATIONAL ASSOCIATION                                               |
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| By:   /s/ David J. Konrad                                                                                          |                                                                                              | By:   /s/ Sidney W. Bennet                                                                   |
|                                                                                                                    |                                                                                              |        Sidney W. Bennett,        Vice President |
| Its:   Vice President                                                                                              |                                                                                              |                                                                                              |