M&I XXXXXXXX & LLSLEY BANK
000 Xxxxx xxxxx Xxxxxx/Xxxxxxxxx, XX 00000-0000/Tel 000 000-0000
CORRESPONDENT BANKING xxx.xxxxxx.xxx
December 31, 2004
Nicolet Bankshares, Inc.
X.X. Xxx 00000
Xxxxx Xxx, XX 00000
To Whom It May Concern:
This Letter Agreement (the "Agreement") is made and entered into as of this
31st day of December, 2004, by and between NICOLET BANKSHARES, INC. (the
"Customer") and M&I XXXXXXXX & ILSLEY BANK (the "Leader").
Customer covenants that so long as any obligation is owed to Lender or
Lender has any outstanding commitment to lend to Customer, under the terms and
conditions of a promissory note from Customer to Lender dated December 31, 2004,
in the aggregate principal amount of $5,000,000.00 (the "Note(s)") and all
extensions, renewals or modifications of the Note(s):
l. Lender shall have received the following security documents (the
"Security Documents") in form and substance satisfactory to Lender:
(i) Revolving Business Note.
2. Customer shall furnish to Lender, as soon as available, such financial
information respecting Customer as Lender from time to time requests,
and without request furnish to Lender.
(i) Copies of all quarterly Federal Financial Institution
Examination Council Form 031 ("Call Reports") required by
Customer (the "Bank") no later than the due date required by
these agencies prepared in accordance with agency
requirements, certified, by the financial representatives of
Bank now owned or hereafter acquired.
3. Customer shall timely perform and observe the following financial
covenants, all calculated in accordance with generally accepted
accounting principles applied on a consistent basis:
(i) Bank shall maintain at all times an ROA, which is not less
than 0.25% to be 0.50% as of December 31, 2005, tested
quarterly. "ROA" means annualized net income divided by
average total assets.
(ii) Bank shall maintain at all times a ratio of Non-performing
Loans to Total Loans, which is not more than 2%, tested
quarterly. "Nonperforming Loans" means loans outstanding
which are not accruing interest, have been classified as
renegotiated pursuant to guidelines
are 90 days or more past due in the payment of principal or
interest. "Total Loans" means the sum of loans and direct
lease financings, net of unearned income.
(iii) Holding Company and Bank shall maintain its status as a
"Well Capitalized" institution per regulatory requirements.
4 Customer and/or Bank shall not become subject to a "Memorandum of
Understanding", a "Cease and Desist Order" or other regulatory actions
that reflect any material adverse change in the safety and soundness
of the Customer and/or Bank.
5. Customer shall not pledge any shares of Nicolet National Bank stock to
secure any indebtedness or obligation.
6. This Letter Agreement amends and restates in its entirety an existing
Letter Agreement dated August 31, 2004, by and between customer and
Lender.
A breach of any term or condition in this Agreement shall constitute an
additional event of default under the Note(s) and Lender may, at its option,
declare the Note(s) due and payable, and may pursue all remedies available to it
with regard to the Note(s). The undersigned shall reimburse Lender for all
expenses incurred by it in protecting or enforcing its rights under this
Note(s), including without limitation, costs of administration of the Note(s)
and costs of collection before and after judgement, including reasonable
attorney's fees and legal expenses.
In the case of any ambiguity or conflict between this Agreement, any note
evidencing a Loan, or any Security Document, this Agreement will govern.
Please confirm your acknowledgement and acceptance of the terms and
conditions of this Agreement by signing and dating below.
Very truly yours,
By: /s/Xxxxx Xxxx
---------------------------------------
Xxxxx X. Xxxx, Vice President
Accepted and Agreed: December 31, 2004
NICOLET BANKSHARES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Title: EVP/SEC
------------------------------------
