Borrower payable to the
order of Lender, dated the date hereof, in the initial aggregate principal
amount of $15,000,000 in substantially the form of Exhibit 2A attached hereto.
2.
EFFECT OF SECOND SUPPLEMENT. THIS SECOND SUPPLEMENT SUPPLEMENTS
THE MASTER AGREEMENT, AND ALONG WITH THE MASTER AGREEMENT SETS FORTH THE TERMS
AND CONDITIONS APPLICABLE TO THE REVOLVING FACILITY.
3.
CONDITIONS PRECEDENT. LENDER WILL HAVE NO OBLIGATION UNDER THIS
SECOND SUPPLEMENT UNTIL EACH OF THE FOLLOWING CONDITIONS PRECEDENT IS SATISFIED
OR WAIVED IN ACCORDANCE WITH SECTION 8.02 OF THE MASTER AGREEMENT:
(A)
LENDER HAS RECEIVED ALL FEES AND OTHER AMOUNTS DUE AND PAYABLE ON
OR PRIOR TO THE DATE HEREOF, INCLUDING THE FEES AND AMOUNTS FOR REIMBURSEMENT OR
PAYMENT OF ALL OUT-OF-POCKET EXPENSES REQUIRED TO BE REIMBURSED OR PAID BY
BORROWER PURSUANT TO ANY LOAN DOCUMENT OR ANY OTHER AGREEMENT WITH LENDER;
(B)
LENDER HAS RECEIVED BORROWER'S COUNTERPART OF THIS SECOND
SUPPLEMENT AND THE REVOLVING NOTE DULY EXECUTED AND DELIVERED BY BORROWER;
(C)
LENDER HAS RECEIVED BORROWER'S COUNTERPARTS OF THE MASTER
AGREEMENT AND ALL LOAN DOCUMENTS CONTEMPLATED THEREBY, IN EACH CASE DULY
EXECUTED AND DELIVERED BY BORROWER, AS WELL AS ALL OTHER DULY EXECUTED AND
DELIVERED INSTRUMENTS, AGREEMENTS, OPINION LETTERS, AND DOCUMENTS AS LENDER MAY
REQUIRE;
(D)
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE MASTER
AGREEMENT AND EACH OTHER LOAN DOCUMENT ARE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AS OF THE DATE HEREOF;
(E)
ALL CONDITIONS PRECEDENT IN THE MASTER AGREEMENT AND EACH OTHER
LOAN DOCUMENT HAVE BEEN SATISFIED OR WAIVED; AND
2
(F)
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
4.
ESTABLISHMENT OF REVOLVING FACILITY. LENDER HEREBY ESTABLISHES IN
FAVOR OF BORROWER A REVOLVING CREDIT FACILITY IN THE AMOUNT OF THE REVOLVING
COMMITMENT AMOUNT. SUBJECT TO THE TERMS, CONDITIONS, AND LIMITATIONS HEREIN,
BORROWER MAY BORROW, PREPAY AND RE-BORROW REVOLVING LOANS FROM TIME TO TIME IN
AMOUNTS UP TO THE REVOLVING COMMITMENT AMOUNT. THE AGGREGATE PRINCIPAL AMOUNT OF
THE SUM OF REVOLVING LOANS MAY NOT EXCEED THE REVOLVING COMMITMENT AMOUNT AT ANY
TIME. BORROWER MAY NOT BORROW OR REBORROW DURING THE CONTINUANCE OF A DEFAULT OR
EVENT OF DEFAULT. TO REQUEST A REVOLVING LOAN, A RESPONSIBLE OFFICER WILL GIVE
LENDER WRITTEN NOTICE (OR TELEPHONIC NOTICE PROMPTLY CONFIRMED IN WRITING) OF
EACH REQUEST FOR A REVOLVING LOAN SUBSTANTIALLY IN THE FORM OF EXHIBIT 2B
ATTACHED HERETO (A "REVOLVING DRAW REQUEST") PRIOR TO 11:00 A.M. (FARGO, NORTH
DAKOTA TIME) THREE BUSINESS DAYS PRIOR TO THE REQUESTED DATE OF EACH ADVANCE
UNDER THE REVOLVING FACILITY. EACH REVOLVING DRAW REQUEST WILL BE IRREVOCABLE
AND WILL SPECIFY: (A) THE AGGREGATE PRINCIPAL AMOUNT TO BE BORROWED AND (B) THE
REQUESTED FUNDING DATE (WHICH MUST BE A BUSINESS DAY).
5.
CONDITIONS TO EACH ADVANCE. THE OBLIGATION OF LENDER TO MAKE A
REVOLVING LOAN IS SUBJECT TO THE SATISFACTION OF THE FOLLOWING CONDITIONS
PRECEDENT, UNLESS WAIVED BY LENDER IN ACCORDANCE WITH SECTION 8.02 OF THE MASTER
AGREEMENT:
(A)
LENDER HAS RECEIVED A TIMELY REVOLVING DRAW REQUEST;
(B)
AT THE TIME OF AND IMMEDIATELY