Exhibit 10.10(5)
Execution Copy
SIXTH AMENDMENT TO CREDIT AGREEMENT
This SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), made and entered
into as of October 30, 2003, is by and among Community First Bankshares, Inc., a
Delaware corporation (the "Borrower"), U.S. Bank National Association, a
national banking association, as agent (in such capacity, the "Agent") for
certain banks (the "Banks") party to the Credit Agreement (as defined below),
and the Banks.
RECITALS
1.
The Borrower, the Agent and the Banks
entered into a Credit Agreement dated as of October 30, 1998 as amended by a
First Amendment dated as of October 27, 1999, a Second Amendment dated as of
November 21, 2000, a Third Amendment dated as of October 26, 2001, a Fourth
Amendment dated as of April 23, 2002 and Fifth Amendment dated as of
November 25, 2002 (as amended, the "Credit Agreement"); and
2.
The Borrower desires to amend certain
provisions of the Credit Agreement, and the Agent and the Banks have agreed to
make such amendments, subject to the terms and conditions set forth in this
Amendment.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby covenant and agree to
be bound as follows:
SECTION 1.
CAPITALIZED TERMS.
CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE
MEANINGS ASSIGNED TO THEM IN THE CREDIT AGREEMENT, UNLESS THE CONTEXT SHALL
OTHERWISE REQUIRE.
SECTION 2.
AMENDMENTS.
2.1
THE DEFINITION OF "REVOLVING COMMITMENT ENDING
DATE" CONTAINED IN SECTION 1.1 OF THE CREDIT AGREEMENT IS HEREBY AMENDED IN ITS
ENTIRETY TO READ AS FOLLOWS:
"Revolving Commitment Ending Date":
October 26, 2004.
2.2
SCHEDULE 4.19 TO THE CREDIT AGREEMENT IS
HEREBY AMENDED TO READ IN ITS ENTIRETY AS EXHIBIT A TO THIS AMENDMENT, WHICH IS
MADE A PART OF THE CREDIT AGREEMENT AS SCHEDULE 4.19 THERETO.
SECTION 3.
EFFECTIVENESS OF
AMENDMENTS.
THE AMENDMENTS CONTAINED IN THIS AMENDMENT SHALL BECOME EFFECTIVE
AS OF OCTOBER 26, 2003 UPON DELIVERY BY THE BORROWER OF, AND COMPLIANCE BY THE
BORROWER WITH, THE FOLLOWING:
3.1
THIS AMENDMENT, DULY EXECUTED BY THE BORROWER.
3.2
A COPY OF THE RESOLUTIONS OF THE BOARD OF
DIRECTORS OF THE BORROWER AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AMENDMENT CERTIFIED AS TRUE AND ACCURATE BY ITS SECRETARY OR ASSISTANT
SECRETARY, ALONG WITH A CERTIFICATION BY SUCH SECRETARY OR ASSISTANT SECRETARY
(I) CERTIFYING THAT THERE HAS BEEN NO AMENDMENT TO THE ARTICLES OF INCORPORATION
OR BYLAWS OF THE BORROWER SINCE TRUE AND ACCURATE COPIES OF THE SAME WERE
DELIVERED TO THE AGENT WITH A CERTIFICATE OF THE SECRETARY OF THE BORROWER DATED
OCTOBER 30, 1998, AND (II) IDENTIFYING EACH OFFICER OF THE BORROWER AUTHORIZED
TO EXECUTE THIS AMENDMENT AND ANY OTHER INSTRUMENT OR AGREEMENT EXECUTED BY THE
BORROWER IN CONNECTION WITH THIS AMENDMENT (COLLECTIVELY, THE "AMENDMENT
DOCUMENTS"), AND CERTIFYING AS TO SPECIMENS OF SUCH OFFICER'S SIGNATURE AND SUCH
OFFICER'S INCUMBENCY IN SUCH OFFICES AS SUCH OFFICER HOLDS.
3.3
A CONSENT LETTER EXECUTED BY WELLS FARGO BANK,
N.A.,