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EXHIBIT 10.10
LOAN AGREEMENT
THIS LOAN AGREEMENT is made as of the 9 day of August, 1997, by and
between TEAM FINANCIAL, INC., a Kansas corporation having its principal
place of business at Xxx Xxxxx Xxxxx, X.X. Xxx 000, Xxxxx, Xxxxxx 00000
("Holding Company") and COMMERCE BANK, N.A., a national banking
association having its principal place of business at 0000 Xxxxxx Xxxxxx,
X.X. Xxx 000000, Xxxxxx Xxxx, Xxxxxxxx 00000-0000 ("Commerce Bank").
In consideration of the mutual benefits accruing to each of the parties,
the receipt and sufficiency of which are hereby acknowledged, and in
further consideration of the premises, covenants and representations
contained herein, Commerce Bank and Holding Company agree as follows:
ARTICLE I
Definitions
1.1 Defined Terms. The following terms used in this Loan Agreement
shall have the following meanings, unless the context requires otherwise:
"Bank Liabilities" means and includes all present and future liabilities
and obligations owed by Holding Company to Commerce Bank, of every kind or
description, now existing or hereafter created or incurred, matured or
unmatured, direct or indirect, absolute or contingent, joint or several or
joint and several, including any extensions or renewals thereof and
substitutions therefor, whether similar or dissimilar to the Loan (as
hereinafter defined) made hereunder, including but not limited to the
liabilities and obligations of Holding Company under the Note (as
hereinafter defined) and Collateral Pledge Agreement (as hereinafter
defined), and all other liabilities and obligations of Holding Company
hereunder, and all expenses of any kind incurred by Commerce Bank in
connection with the collection of Bank Liabilities.
"Closing Date" means August 9, 1997, at Kansas City, Missouri.
"Loan Documents" means the Note, the Collateral Pledge Agreement(s) (as
hereinafter defined), the Corporate Guaranty (as hereinafter defined) and
any other documents which are required pursuant to the terms of this Loan
Agreement.
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"Note" means the Term Note of Holding Company in form and substance
satisfactory to Commerce Bank.
"Prime Rate" means that rate of interest established from time to time by
Commerce Bank for its own internal convenience as its Prime Rate, which
when used to compute the rate of interest hereunder shall change as of the
day of any change in said Prime Rate; no representation is made that the
Prime Rate is the best, lowest or favored rate of interest.
1.2 Accounting Terms. All accounting terms not specifically defined
herein shall be construed in accordance with generally accepted accounting
principles in effect from time to time.
ARTICLE II
Loan
2.1 General Terms. Subject to the terms of this Loan Agreement,
Commerce Bank will lend Holding Company the maximum principal sum of Nine
Million Three Hundred Thirty-Nine Thousand Dollars ($9,339,000) ("Loan").
The Loan shall be funded in one or more advances, at the option of Holding
Company, provided, however, Commerce Bank shall have no obligation to make
any advances with respect to the Loan on or after the Maturity Date
(hereinafter defined).
2.2 Note. Holding Company agrees to execute and deliver to Commerce
Bank the Note to evidence the Loan. The Note shall be due and payable as
provided in this Loan Agreement and upon the terms provided in the Note.
2.3 Repayment. Principal under the Loan shall be due and payable in
full on June 30, 1998 ("Maturity Date"). Interest shall be due and
payable, in arrears, commencing December 31, 1997, and continuing on the
last day of March thereafter, until and including the Maturity Date. All
payments made hereunder will be applied first to interest and then to
principal.
2.4 Interest. The principal balance of the Loan, from time to time
outstanding, will bear interest at a per annum variable rate equal to one
percent (1%) less than the Prime Rate. Interest shall be calculated on the
actual number of days elapsed on the basis of a 365-day year. The
principal balance of the Loan shall bear interest after the Maturity Date
at the per annum rate of three percent (3%) in excess of the Prime Rate,
but not to exceed the maximum rate allowed by law.
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2.5 Prepayment. Holding Company may, at any time, make principal
prepayments on the Note, without penalty. Such prepayments shall be made
in amounts of not less than $50,000.
2.6 Loan Purpose. Proceeds of the Loan shall be used by Holding
Company to refinance its debt currently outstanding with UMB Bank Kansas,
and to finance the purchase and capitalization of Mercantile
Bank/Roosevelt Savings branches located in Xxxxx and Nevada, Missouri.
ARTICLE III
Collateral
3.1 Collateral. Payment of the Bank Liabilities will be supported by
the following until all Bank Liabilities hereunder are repaid: Holding
Company shall pledge to Commerce Bank all of the outstanding stock,
whether- common or preferred, of Iola Bank and Trust ("Iola Bank"), First
National Bank & Trust Co. (Parsons, Kansas) ("FNB") and TeamBank, N.A.
(Paola, Kansas) ("TeamBank") (said Iola Bank, FNB and TeamBank, together
with TeamBank Nebraska [hereinafter identified], to be sometimes
hereinafter collectively referred to as the "Banks") now owned or
hereafter acquired (together with the stock of TeamBank Nebraska
[hereinafter identified] the "Bank Stock"), which as of the date hereof is
as follows:
Banks Type # Shares Ownership Percentage
--------------------------------------------------------------------
Iola Bank Common 70,000 100.00%
FNB Common 18,000 100.00%
TeamBank Common 100,000 100.00%
Holding Company shall also pledge to Commerce Bank all of the outstanding
stock, whether common or preferred, of Team Financial Acquisition Subsidiary,
Inc. ("Guarantor"). Such pledges shall be evidenced by a "Collateral Pledge
Agreement", in form and substance acceptable to Commerce Bank, together with
stock powers relating thereto.
3.2 Corporate Guaranty. The payment of the Bank Liabilities shall be
further supported by the unconditional, unlimited corporate guarantee
Guarantor. The guaranty shall be evidenced by a "Corporate Guaranty" in
form and substance acceptable to Commerce Bank. Guarantor shall pledge all
stock, whether common or preferred, of TeamBank Nebraska (Bellevue,
Nebraska) ("TeamBank Nebraska") now owned or hereafter acquired, which as
of the date hereof is as follows:
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Banks Type # Shares Ownership Percentage
--------------------------------------------------------------------
TeamBank Nebraska Common 8,000 100.00%
Such pledge shall be evidenced by a "Collateral Pledge Agreement", in
form and substance acceptable to Commerce Bank, together with stock powers
relating thereto.
3.3 Other Documents. Holding Company agrees to furnish such
information and to execute such other documents or undertake any other
acts as may be reasonably necessary to perfect and maintain the security
interests contemplated by this Loan Agreement, or as otherwise reasonably
requested by Commerce Bank from time to time.
ARTICLE IV
Representations and Warranties
4.1 Authorization. Holding Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Kansas, and is duly qualified as a corporation and is in good standing in
every other jurisdiction where failure to be so qualified and in good
standing would have a material adverse effect on its business; Holding
Company has all requisite corporate power and authority to own and operate
its business as is presently being conducted; Holding Company has the
corporate power to enter into and to carry out the terms of this Loan
Agreement and to execute, deliver and perform its obligations under this
Loan Agreement and the applicable Loan Documents, all of which have been
duly authorized by all proper and necessary corporate actions, and when
signed and delivered pursuant hereto for value received, will constitute
valid and legally binding obligations of Holding Company on whose behalf
such Loan Agreement and applicable Loan Documents are executed and will be
enforceable in accordance with their respective terms; and the performance
by Holding Company of the obligations contained in this Loan Agreement and
the applicable Loan Documents will not contravene any provisions of law,
articles of incorporation, bylaws, indentures, agreements or other
instruments binding upon Holding Company.
4.2 Financial Statements. The financial statements of Holding Company
and the Banks heretofore delivered to Commerce Bank are complete, fairly
present their respective financial conditions and the results of their
respective operations as of the dates specified therein and for the
periods then ended, and were prepared in accordance with generally
accepted accounting principles consistently applied throughout the periods
involved except as
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otherwise indicated in the notes thereto. There are no liabilities, direct
or indirect, fixed or contingent, of Holding Company or Banks (or any of
them) as of the date of the most current balance sheet included in said
financial statements which are not reflected therein or in the notes
thereto. There has been no material adverse change in the financial
conditions of Holding Company or Banks (or any of them) since the date of
the most current balance sheets. Holding Company and Banks maintain their
respective books on a fiscal year ending on December 31st of each year.
4.3 Taxes. Holding Company and Banks have filed all required federal,
state and local tax returns and have paid all taxes as shown on said
returns to be due. No tax claims have been asserted against Holding
Company or Banks (or any of them) which remain or for which they have not
adequately reserved.
4.4 Litigation. There are no actions, suits or proceedings pending
or, to the knowledge of Holding Company, threatened or affecting Holding
Company or Banks (or any of them) or any of their respective properties
before any court or governmental department, or instrumentality, which, if
determined adversely to Holding Company or Banks (or any of them) could
have a material adverse effect on the financial conditions, properties or
operations of Holding Company or Banks (or any of them), except as
previously set forth in writing to Commerce Bank.
4.5 Liability. Holding Company and Banks have no liabilities, direct
or contingent, except those disclosed in the quarterly prepared financial
statements above mentioned in Section 4.2. Holding Company and Banks are
not in default, nor does there exist an event which, except for the lapse
of time or service of notice or both, would constitute a default under any
agreement, indenture, mortgage, security agreement or other instrument
under which Holding Company or Banks (or any of them) are directly or
contingently liable or pursuant to which any of the assets or properties
of Holding Company or Banks or any shares of their outstanding capital
stock are encumbered or affected in any way.
4.6 Title and Liens. At the time of execution and delivery of this
Loan Agreement, Holding Company and Banks have good, valid and marketable
title of record to all of their respective properties, and all of the
respective properties of Holding Company and Banks are free and clear of
all mortgages, liens, pledges, charges and other security interests except
those granted to Commerce Bank, those disclosed to Commerce Bank in
writing, and/or those permitted under this Loan Agreement.
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4.7 Stock. The Bank Stock to be pledged to Commerce Bank pursuant to
Sections 3.1 and 3.2 hereof constitutes all of the authorized, issued and
outstanding shares of capital stock of Banks. The transfer of the Bank
Stock to Commerce Bank as a secured lender hereunder is valid and binding
and such transfer complies with all applicable Federal and State laws and
regulations.
4.8 Other. All statements by Holding Company contained in any
certificate, statement or other instrument of a material nature delivered
by or on behalf of it, at any time pursuant to this Loan Agreement, shall
constitute representations and warranties made by Holding Company as of
the date of delivery.
4.9 Regulation U. No part of the proceeds of any borrowing hereunder
will be used to purchase or carry any margin stock or to extend credit to
others for the purpose of purchasing or carrying any such margin stock or
to reduce or retire any indebtedness incurred for any such purpose. If
requested by Commerce Bank, Holding Company will furnish to Commerce Bank
a statement in conformity with the requirements of Federal Reserve Form
U-1 referred to in Regulation U to the foregoing effect.
4.10 Guarantor. The Guarantor has authority, and has completed all
proceedings and obtained all approvals and consents necessary, to execute,
deliver and perform its obligations under the Corporate Guaranty. The
Corporate Guaranty when executed by the Guarantor and delivered to Bank,
shall constitute the legal, valid and binding obligations of the
Guarantor, enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency, reorganization or similar laws affecting the
enforcement of creditors' rights generally. The execution, delivery and
performance by the Guarantor of the Corporate Guaranty will not violate
any provision of any existing mortgage, indenture, contract or agreement
binding on Guarantor or affecting any of its properties, and will not
result in, or require, the creation or imposition of any lien on any of
its properties or revenues. No litigation, investigation or proceeding of
or before any arbitrator or governmental authority is pending or
threatened by or against the Guarantor or any of its properties or
revenues with respect to the Corporate Guaranty, or any of the
transactions contemplated hereby or thereby or which could have a material
adverse effect on the business, operations, assets or financial or other
condition of the Guarantor.
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ARTICLE V
Affirmative Covenants
Holding Company covenants and agrees that until all Bank Liabilities
hereunder are paid, Holding Company will duly perform and observe each and
all of the covenants and agreements hereinafter set forth, unless Commerce
Bank shall otherwise consent in writing.
5.1 Payment of Taxes and Claims; Corporate Existence; Compliance with
Laws. Holding Company will:
(a) Pay and discharge prior to delinquency all debts, accounts,
liabilities, assessments, and governmental charges or levies imposed upon
Holding Company or Banks (or any of them), or upon the income or profits
of Holding Company or Banks (or any of them), or upon any properties
belonging to Holding Company and/or Banks (or any of them), or upon any
part thereof as well as all claims of any kind (including claims for
labor, materials and supplies) which, if unpaid, might by law become a
lien or charge upon any property of Holding Company or Banks (or any of
them); provided, however, neither Holding Company or any of the Banks
shall be required to pay any taxes, assessments or governmental charges
being contested in good faith by appropriate legal proceedings diligently
pursued and against which, if requested by Commerce Bank, reserves
satisfactory to Commerce Bank have been made therefor;
(b) Do all things necessary to preserve and keep in full force and
effect the corporate existence, rights, franchises and privileges of
Holding Company, Guarantor and Banks; and
(c) Comply with all applicable statutes, regulations and orders of,
and all applicable restrictions imposed by, any governmental authority,
the noncompliance with which would materially adversely affect its
business or credit, or the business or credit of Banks.
5.2 Financial Records. Holding Company will deliver to Commerce Bank
the following financial information of Holding Company, Guarantor and
Banks:
(a) Within sixty (60) days after the end of the each fiscal quarter of
Holding Company and Guarantor, the respective balance sheets, profit and
loss statements and net worth reconciliations of Holding Company and
Guarantor for such accounting period, and the results of operations since
the beginning of the fiscal year, prepared in accordance with generally
accepted principles of
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accounting applied on a basis consistent with that of the financial
statements for the preceding fiscal year and certified by the chief
financial officer or chief executive officer of Holding Company and
Guarantor, respectively, as truly reflecting the respective financial
positions of Holding Company and Guarantor as of the end of the accounting
period;
(b) Within ninety (90) days after the end of each fiscal year of
Holding Company and Guarantor, the respective annual audited financial
statements of Holding Company and Guarantor, prepared by independent
certified public accountants selected by Holding Company and satisfactory
to Commerce Bank in conformity with generally accepted accounting
principles applied on a basis consistent with that of the financial
statements for the preceding fiscal year; and
(c) From time to time such further information regarding the
financial condition or business of Holding Company, Guarantor and Banks as
Commerce Bank may reasonably request.
5.3 Asset and Loan Reviews. Holding Company shall cause Banks to
permit Commerce Bank, by any of its designated representatives, to perform
an asset and loan review of Banks at least on an annual basis and at such
other time or times as Commerce Bank may reasonably request, and Commerce
Bank shall have access to the same materials and information which would
be available to federal and state examiners; upon the written request of
Commerce Bank, Holding Company shall reimburse Commerce Bank for all
expenses reasonably incurred by Commerce Bank in performing such reviews
(not to exceed $5,000 in the aggregate on an annual basis).
5.4 Watch Lists of Problem Loans. Holding Company shall provide to
Commerce Bank, Banks' respective internally generated watch lists of
"problem loans" (loss, doubtful, substandard or special mention) within
thirty (30) days after the end of each calendar year, or more frequently
if requested by Commerce Bank.
5.5 Call Reports. Holding Company shall provide to Commerce Bank
complete Call Reports of Banks within forty-five (45) days after the end
of each calendar quarter, with all exhibits attached, as provided to the
appropriate bank regulators; the first such Call Report required hereunder
shall be due within forty-five (45) days after September 30, 1997.
5.6 F.R.Y-6 Annual Reports. Holding Company shall provide to Commerce
Bank a copy of Holding Company's and Guarantor's respective Form F.R. Y-6
Annual Reports (which is to be submitted
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to the Federal Reserve) within three (3) months after the end of each
fiscal year; the first such F.R. Y-6 Annual Report required hereunder
shall be due on or before March 31, 1998.
5.7 Regulatory Requirements. Holding Company shall advise Commerce
Bank promptly of any requirement of any regulatory agency with regard to
any affirmative action required of, or restrictions placed upon, Banks (or
any of them) as the result of examinations, memoranda of understanding or
cease and desist orders, and with respect to such requirements, Holding
Company shall:
(a) Report in writing at least monthly the actions which have been
taken by the applicable Bank(s) to comply with such requirements; and
(b) Report in writing any change in said requirements of any
regulatory agency within ten (10) days after receipt of notice by Holding
Company of said change.
5.8 Change of Control; Executive Officers. Holding Company shall
notify Commerce Bank promptly of any intended transfer of stock of Holding
Company which may involve a "change of control" of Holding Company, as
defined by applicable Federal statutes and regulations, as soon as Holding
Company becomes aware thereof. Holding Company shall notify Commerce Bank
promptly of any change in the chief executive officer and/or chief
financial officer of Holding Company or Banks.
5.9 Properties: Insurance; Bonds: Reserves. Holding Company shall
maintain, and shall cause Banks to maintain, their respective physical
properties in good repair and condition. Holding Company shall cause Banks
to maintain insurance with reputable insurance companies or associations
(i) with limits of liability no less than, (ii) with deductible amounts no
greater than, and (iii) covering at least those risks included within the
scope of coverage of, the insurance policies carried by Banks on the date
hereof; provided, however, Holding Company and/or Banks may change such
insurance coverages subject to Commerce Bank's prior written consent,
which consent shall not be unreasonably withheld or delayed. Holding
Company shall notify Commerce Bank promptly of any change or contemplated
change in the coverage provided by any banker's blanket bond for Banks.
Holding Company shall maintain, and shall cause Banks to maintain,
reserves for real or contingent liabilities in such amounts as may be
deemed proper in accordance with sound banking practices.
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5.10 Notification. Holding Company shall notify Commerce Bank
promptly of any material adverse change which has occurred or which is
reasonably anticipated in the business, operations, property or financial
or other conditions of Holding Company or Banks (or any of them). Holding
Company shall notify Commerce Bank as soon as possible (and in any event
within ten (10) days) after the occurrence of each Event of Default (as
hereinafter defined), and each event which, with the giving of notice or
lapse of time, or both, would constitute an Event of Default, and Holding
Company shall also provide to Commerce Bank the statement of Holding
Company setting forth the details of such Event of Default or such other
event, and the action which Holding Company proposes to take with respect
thereto. Holding Company shall notify Commerce Bank promptly of any
material default by Holding Company, Guarantor or Banks (or any of them)
under any indenture, agreement, contract or other instrument to which any
of them are a party or by which any of them are bound, or of any
acceleration of maturity of any indebtedness owing by any of them, or of
any adverse claim asserted against any of them, or any litigation or
proceedings involving any of them, any of which might have a material
adverse effect upon Holding Company's or Banks' respective financial
conditions or on Holding Company's ability to make payments on the Note,
and Holding Company shall, and shall cause Banks to, take all such steps
as are necessary or appropriate to promptly remedy any default and to
protect against any such adverse claim and to defend any such litigation
or proceedings and to resolve all controversies on account of any thereof.
5.11 Capital-to-Assets Ratio, Tangible Shareholders, Equity. Holding
Company shall cause Banks to maintain at all times a ratio of total
capital to assets of not less than 6.5%, and tangible shareholders, equity
at or above minimum levels established by federal or state banking
regulators. For purposes hereof, "tangible shareholders, equity" shall
mean the aggregate amount of common and preferred stated capital of the
applicable Bank, retained earnings and all surplus accounts of the
applicable Bank, excluding goodwill created in accounting for acquisitions
and other capital write-ups, as determined in accordance with generally
accepted accounting principles.
5.12 Other Information. Holding Company shall provide to Commerce
Bank such other information respecting the shareholders or the business,
properties, condition or operations of Holding Company, Guarantor and/or
Banks, as Commerce Bank may from time to time reasonably request.
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ARTICLE VI
Negative Covenants
Holding Company covenants and agrees that until all Bank Liabilities
hereunder are paid, Holding Company will duly perform and observe each and
all of the covenants and agreements hereinafter set forth, unless Commerce
Bank shall otherwise consent in advance in writing.
6.1 Issuance of Additional Capital Stock. Holding Company shall not
issue any additional capital stock without the prior written consent of
Commerce Bank. Holding Company shall not permit Guarantor or Banks (or any
of them) to issue any additional capital stock or securities convertible
into capital stock or any warrants or rights to purchase capital stock.
6.2 Holding Company Funded Indebtedness. Holding Company shall not
incur additional Funded Indebtedness (direct, indirect, contingent or
otherwise) unless such Funded Indebtedness is subordinated (in writing and
in form and substance satisfactory to Commerce Bank) in all respects to
the indebtedness of Holding Company to Commerce Bank hereunder. For
purposes of this Loan Agreement, "Funded Indebtedness" shall mean all
indebtedness of Holding Company for borrowed money in excess of $250,000
(individually or in the aggregate) and which has a maturity of one (1) or
more years from the date of origin, plus all Capitalized Leases (defined
as any lease which is required to be capitalized on the balance sheet of
Holding Company) and all guarantees of such Funded Indebtedness of others,
but excluding the indebtedness incurred by Holding Company in the ordinary
course of business which includes W deposits, (ii) Banker's Acceptances,
(iii) repurchase agreements, (iv) purchases of Federal Funds, and (v)
Federal Reserve or Federal Home Loan Bank borrowings made in the ordinary
course of business, and pledges, liens or encumbrances required to secure
such indebtedness, provided that Holding Company shall have received
Commerce Bank's prior written approval of, and with respect to, the
specific assets, or general class of assets, to be pledged or encumbered
by such pledges, liens or encumbrances.
6.3 Indebtedness; Liens and Encumbrances. Holding Company shall not
permit Guarantor, Banks or any other subsidiary to incur or be liable for
any indebtedness (direct, indirect, contingent or otherwise) or obligation
for borrowed money, or create or assume any liens or encumbrances upon any
of such party's assets or properties whether currently owned or hereafter
acquired except for W any indebtedness, liens and encumbrances which are
currently
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existing and which have been disclosed to Commerce Bank, (ii) any
"Short-Term Indebtedness" [defined as all indebtedness for borrowed money,
or other obligations payable on demand or within one (1) year from the
creation thereof (but excluding renewable debt and current maturities of
Funded Indebtedness)], (iii) any indebtedness for capital expenditures,
provided such indebtedness does not exceed $250,000 (individually or in
the aggregate), (iv) liens or encumbrances required by banking laws or
regulations, and (v) indebtedness incurred in the ordinary course of
business, (other than indebtedness identified in (iii) above).
6.4 Investments. Holding Company shall not, nor shall it permit the
Guarantor or Banks (or any of them) to, acquire for securities investment
portfolio purposes, investments that would not qualify as "traditional and
prudent banking investments".
6.5 Business Assets and Operations. Holding Company shall not, nor
shall it permit the Guarantor or Banks (or any of them) to, discontinue or
materially alter normal operations, merge or consolidate or sell, lease,
transfer or dispose of a material portion of its assets other than in the
ordinary course of business.
6.6 Bank Stock Value. On the date the Loan is to be funded by
Commerce Bank, the aggregate unadjusted book value of the Bank Stock shall
not be less than $29,000,000, and at all times thereafter, the principal
balance on the Note shall not exceed forty percent (40%) of the aggregate
unadjusted book value of the Bank Stock.
6.7 Shareholder Loans. Holding Company shall not, nor shall it permit
the Guarantor or Banks (or any of them) to, directly or indirectly loan
amounts to any shareholder of Holding Company, or to any entity controlled
by such a shareholder, on terms more favorable than those available to
other nonshareholder customers deemed to represent similar credit risks.
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6.8 Reliance on Commerce Bank Asset and Loan Reviews. Holding Company
shall not rely, nor shall it permit others to rely, for any reason, upon
any asset and loan reviews of the Banks undertaken by Commerce Bank
pursuant to Section 5.3 of this Loan Agreement.
6.9 Change of Control. Holding Company shall not issue any additional
capital stock which may result in a "change of control" of Holding
Company, as defined by applicable Federal statutes and regulations, nor
shall there occur any sale or transfer of Holding Company voting stock
which individually, or aggregated with prior sales(s) or transfer(s), may
result in a "change of control" of Holding Company, as defined by
applicable Federal statutes and regulations.
ARTICLE VII
Defaults and Remedies
7.1 Events of Default. If any of the following events ("Events of
Default") shall occur or, have occurred and be continuing:
(a) Holding Company shall fail to make payment when due of any
principal or interest hereunder; or
(b) Holding Company, Guarantor or Banks (or any of them) shall fail
to make payment of any installment of principal and/or interest on any
other notes or obligations for borrowed money after the same shall become
payable and the expiration of any applicable grace period; or
(c) Holding Company shall fail to observe or perform any agreement,
term or condition contained herein and such failure shall not be remedied
within thirty (30) days after Commerce Bank gives notice of such failure
to Holding Company, or if Holding Company, Guarantor or Banks (or any of
them) shall fail to observe or perform any obligation under any other
agreement or document executed in connection herewith and such failure
shall not be remedied within thirty (30) days after Commerce Bank gives
notice of such failure to Holding Company, Guarantor or any of the Banks,
as applicable; or
(d) Any representation or warranty made in Article IV hereof or in
any other writing furnished to Commerce Bank by Holding Company, or on its
behalf, in connection with this Loan Agreement, shall prove to be false or
inaccurate in any material respect when made; or
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(e) Holding Company, Guarantor or Banks (or any of them) makes an
assignment for the benefit of creditors or admits in writing its inability
to pay its debts, or is adjudicated a bankrupt or insolvent; or
(f) Holding Company, Guarantor or Banks (or any of them) suffers a
receiver or trustee for it or substantially all of its properties to be
appointed and if appointed without its consent not to be discharged within
sixty (60) days; or suffers proceedings under any law relating to
bankruptcy, insolvency or the reorganization or relief of debtors to be
instituted by or against it and, if contested by it, not to be dismissed
or stayed within sixty (60) days; or suffers any judgment, writ of
attachment, execution or similar process to be issued or levied against
all or a substantial part of its property which is not released, stayed,
bonded or vacated within sixty (60) days after its issue or levy;
then, upon the occurrence of an Event of Default, the Note shall become
immediately due and payable together with interest accrued thereon, without
presentment, demand, protest, or notice of any kind, all of which are hereby
expressly waived by Holding Company.
7.2 Remedies. If an Event of Default occurs under Section 7.1,
Commerce Bank shall have and may exercise a right of setoff, without
demand or notice to anyone, against funds on deposit with it and shall
have and may exercise any rights conferred under this Loan Agreement,
under the Loan Documents, or under any applicable laws then existing; and
in doing so, Commerce Bank may resort to any remedy existing at law or in
equity and the enforcement of the covenants and provisions hereof in whole
or in part and the resort to any remedy shall not prevent the concurrent
or subsequent employment of any other appropriate remedy or remedies.
7.3 Expenses of Collection. All costs, expenses and liabilities
incurred by Commerce Bank in collecting or in attempting to collect on the
Note, and all reasonable attorneys, fees incurred in connection with such
matters (to the extent allowed by law) shall constitute a demand
obligation of Holding Company and shall bear interest from the date of
expenditure until paid at the per annum rate of three percent (3%) in
excess of the Prime Rate, but not exceeding the maximum rate allowed by
law; and if not paid monthly, such interest shall be compounded monthly.
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ARTICLE VIII
Conditions of Lending
The obligations of Commerce Bank under this Loan Agreement are subject to
the conditions precedent that prior to the making of the Loan, (i)
Commerce Bank shall have received from Holding Company the following
documents (all such documents to be in form and substance satisfactory to
Commerce Bank and its legal counsel) and/or (ii) Holding Company shall
have completed the following required actions (to the reasonable
satisfaction of Commerce Bank and its legal counsel):
8.1 Articles Incorporation and Bylaws. Copies of Holding Company's,
Guarantor's and Banks, respective Articles of Incorporation and Bylaws, as
amended.
8.2 Certificates of Good Standing. Current Certificate of Good
Standing for Holding Company issued by the Secretary of State of Kansas,
and Guarantor issued by the Secretary of State of Nebraska.
8.3 Corporate Resolutions. A copy of the Resolutions adopted by the
Board of Directors of Holding Company which authorize the execution,
delivery and performance of this Loan Agreement, the Note, the applicable
Loan Documents, and all other instruments and documents provided for
herein and therein, certified by the Secretary of Holding Company as
having been duly authorized by its Board of Directors and as being in full
force as of the Closing Date. A copy of the Resolutions adopted by the
Board of Directors of Guarantor which authorize the execution, delivery
and performance of the Corporate Guaranty, and all other instruments and
documents provided for herein and therein, certified by the Secretary of
Guarantor as having been duly authorized by its Board of Directors and as
being in full force as of the Closing Date.
8.4 Holding Company Certification. A certificate executed by the
President or Chief Executive Officer of Holding Company and dated the
Closing Date, certifying that (i) there has been no material adverse
change in the financial conditions of Holding Company, Guarantor or Banks
(or any of them) from the time the documents concerning Holding Company,
Guarantor and Banks, upon which Commerce Bank is reasonably relying, were
prepared, (ii) the representations and warranties (contained in Article IV
of this Loan Agreement are true and correct as of the date of such
certificate, and (iii) no Event of Default as defined in Article VII of
this Loan Agreement exists or is imminent.
10.10-15
16
ARTICLE IX
Miscellaneous
9.1 Authority of Commerce Bank. Commerce Bank shall have and be
entitled to exercise all such powers hereunder as are specifically
delegated to it by the terms hereof, together with such powers as are
incidental hereto. Commerce Bank may perform any of its duties hereunder
by or through agents or employees and shall be entitled to retain counsel
and to act in reliance upon the advice of such counsel concerning all
matters pertaining to its duties hereunder. Holding Company hereby agrees
to indemnify and hold harmless Commerce Bank, any such agent, and the
directors, officers and employees of Commerce Bank and such agent from and
against any and all liability from suits, claims or other actions
commenced by the directors, officers, employees, and stockholders of
Holding Company and its subsidiaries incurred by any of them hereunder or
in connection herewith, unless such liability shall be due to their
willful misconduct or gross negligence. Furthermore, Holding Company
hereby agrees to indemnify and hold harmless Commerce Bank, any such
agent, and the directors, officers and employees of Commerce Bank and such
agent from and against any and all liability from suits, claims or other
actions commenced by parties other than the directors, officers,
employees, and stockholders of Holding Company and its subsidiaries
incurred by any of them hereunder or in connection herewith, unless such
liability shall be due to their willful misconduct or gross negligence;
provided, however, the indemnity obligations of Holding Company under this
clause shall not exceed $25,000. Nothing herein stated is intended to give
Commerce Bank the power directly or indirectly to direct the business,
management or policies of the Holding Company, Guarantor, Banks, or any of
their respective subsidiaries.
9.2 Further Assurances. Holding Company agrees to execute and deliver
such additional conveyances, assignments, agreements and instruments as
Commerce Bank may at any time reasonably request in connection with the
administration or enforcement of this Loan Agreement or in order better to
assure and confirm unto Commerce Bank the rights, powers and remedies
intended to be conferred upon Commerce Bank hereunder.
9.3 Waivers. Any waiver of an Event of Default by Commerce Bank shall
not extend to or affect any subsequent default, whether it be the same
Event of Default or not, or impair any right consequent thereon. No
omission or delay by Commerce Bank in exercising any right or power under
this Loan Agreement or the Loan
10.10-16
17
Documents will impair such right or power or be construed to be a waiver
of any default or acquiescence therein, and any single or partial exercise
of any right or power will not preclude other or further exercise of any
other right, and no waiver will be valid unless in writing and signed by
Commerce Bank and then only to the extent specified.
9.4 Binding Effect: Assignment. This Loan Agreement, and the terms,
covenants and conditions hereof, shall be binding upon and inure to the
benefit of the parties hereto, the holder of the Note, and their
respective successors and assigns; provided, however, Holding Company
shall not be permitted to assign this Loan Agreement or any interest
herein or in the Bank Stock, or any part thereof, or otherwise pledge,
encumber, or grant any option with respect to the Bank Stock, or any part
thereof, or any other property held by Commerce Bank as collateral under
this Loan Agreement.
9.5 Notices and Consents. All notices and consents hereunder, unless
otherwise specified herein, shall be made in writing and shall be deemed
given when delivered in person, or on the third day following mailing when
delivered by first-class mail, postage prepaid, or when telecopied;
provided, such notices and consents shall be addressed to any party hereto
at its principal place of business or at any other address of which it
shall have notified the other party in writing.
9.6 Amendments. Holding Company and Commerce Bank may from time to
time enter into written agreements supplemental hereto for the purpose of
modifying or adding provisions to this Loan Agreement or changing the
rights and privileges of Commerce Bank or Holding Company hereunder. Any
such supplemental agreement shall be binding upon Holding Company and
Commerce Bank and their respective successors and assigns.
9.7 Headings. Article and Section headings in this Loan Agreement are
included herein for convenience of reference only and shall not constitute
a part of this Loan Agreement for any other purpose.
9.8 Severability of Provisions. Any provision of this Loan Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provisions in any other
jurisdiction.
10.10-17
18
9.9 Counterparts. This Loan Agreement may be signed upon any number
of counterparts with the same effect as if the signature thereto and
hereto were upon the same instrument, but all of which together shall
constitute but one and the same instrument.
9.10 Description of Documents. The description or characterization of
this Loan Agreement or any other Loan Document or any other document or
instrument referenced in this Loan Agreement or in any other Loan Document
is solely for the purpose of identification and such description or
characterization shall not be used for the purpose of, and shall not
otherwise affect, the construction or interpretation of this Loan
Agreement or any other Loan Document or other document or instrument so
described or characterized. In the event of any conflict between the terms
of this Loan Agreement and any other Loan Document or other documents or
instrument, the terms of this Loan Agreement shall control.
9.11 Governing Law. This Loan Agreement and all Loan Documents shall
be governed by, and construed in accordance with, the laws of the State of
Missouri.
9.12 Statutory Notice. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY,
EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT, INCLUDING
PROMISES TO EXTEND OR RENEW SUCH DEBT, ARE NOT ENFORCEABLE. TO PROTECT YOU
(BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT,
ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS
WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
BETWEEN US EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.
BY SIGNING BELOW, YOU AND WE AGREE THAT THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN US.
IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to
be executed by their respective officers as of the day and year first
herein above written.
TEAM FINANCIAL, INC.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------
Title: President
---------------------
By: /s/ Xxxxxx X. Xxxxxxxxxx
------------------------
Title: Chairman & CEO
---------------------
COMMERCE BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxx
------------------------
Title: Senior Vice President
---------------------
10.10-18
19
AMENDMENT ONE TO LOAN AGREEMENT
THIS AMENDMENT ONE TO LOAN AGREEMENT ("Amendment One") is entered into as
of the 19th day of March, 1998, by and between COMMERCE BANK, N.A.
("Bank") and TEAM FINANCIAL, INC. ("Company").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Loan Agreement dated August 9, 1997, by
and between Bank and Company (the "Loan Agreement"), Bank agreed to extend
a Term Loan in the maximum principal amount of $9,339,000, subject to
certain terms, limitations and conditions contained therein;
WHEREAS, to evidence the borrowings and the related obligations under the
Term Note, Company has delivered to Bank that certain Term Note dated of
even date with the Loan Agreement (the "Term Note"); and
WHEREAS, Bank and Company have agreed to amend the Loan Agreement as
hereinafter set forth.
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained, Bank and Company do hereby mutually agree as
follows:
1. Terms used herein which are defined in the Loan Agreement shall have
the meanings given to them in the Loan Agreement.
2. Section 2.1 of the Loan Agreement is hereby amended by increasing the
maximum principal amount available under the Term Loan from "Nine Million
Three Hundred Thirty-Nine Thousand Dollars ($9,339,000)" to "Thirteen
Million Dollars ($13,000,000)". The Term Note shall be amended and
restated, in form and substance satisfactory to Bank, to evidence the Term
Loan as amended hereby; all references in the Loan Agreement to the Term
Note (or Note) shall hereafter apply to the Amended and Restated Term
Note.
3. Except as amended herein, all other terms, provisions, conditions and
obligations imposed under the terms of the Loan Agreement shall remain in
full force and effect and are hereby ratified and certified by Bank and
Company.
4. This Amendment One shall be governed by, and construed in accordance
with, the laws of the State of Missouri.
10.10-19
20
IN WITNESS WHEREOF, Bank and Company have executed this Amendment One as
of the date first above written.
COMMERCE BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxx
------------------------
Title: Senior Vice President
---------------------
TEAM FINANCIAL, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
------------------------
Title: Chairman & CEO
---------------------
By: /s/ Xxxxxxx X. Xxxxxx
------------------------
Title: President
---------------------
Acknowledged:
By the execution hereof, the undersigned hereby acknowledges that its
obligations under the Corporate Guaranty executed by the undersigned, shall
apply to the Term Loan as amended by the terms hereof.
Team Financial Acquisition
Subsidiary, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------
Title: Vice President
---------------------
By: /s/ Xxxxxx X. Xxxxxxxxxx
------------------------
Title: President
---------------------
10.10-20
21
AMENDMENT TWO TO LOAN AGREEMENT
THIS AMENDMENT TWO TO LOAN AGREEMENT ("Amendment Two") is entered into as
of the 29th of June, 1998, by and between COMMERCE BANK, N.A. ("Bank") and
TEAM FINANCIAL, INC. ("Company").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Loan Agreement dated August 9, 1997, by
and between Bank and Company, as amended pursuant to that certain
Amendment One to Loan Agreement dated March 19, 1998, by and between Bank
and Company (as amended, the "Loan Agreement"), Bank agreed to extend a
Term Loan to Company in the maximum principal amount of $13,000,000,
subject to certain terms, limitations and conditions contained therein;
WHEREAS,'to evidence the borrowing and the related obligations under the
Term Loan, Company has delivered to Bank that certain Amended and Restated
Term Note dated March 19, 1998;
WHEREAS, pursuant to the terms of the Loan Agreement, the Term Loan
matures on June 30, 1998, and all sums outstanding on such date shall be
due and payable in full; and
WHEREAS, Bank and Company have agreed to further amend the Loan Agreement
as hereinafter set forth.
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained, Bank and Company do hereby mutually agree as
follows:
1. Terms used herein which are defined in the Loan Agreement shall have
the meanings given to them in the Loan Agreement.
2. Section 2.1 of the Loan Agreement is hereby amended by decreasing the
maximum principal amount available under the Term Loan from "Thirteen
Million Dollars ($13,000,000) to "Twelve Million Four Hundred Thousand
Dollars ($12,400,000)". The Term Note shall be amended and restated, in
form and substance satisfactory to Bank, to evidence the Term Loan as
amended hereby; all references in the Loan Agreement to the Term Note (or
Note) shall hereafter apply to the Second Amended and Restated Term Note.
3. Section 2.3 of the Loan Agreement is hereby amended to read in its
entirety as follows: "Principal under the Loan shall be due and payable in
full on June 30, 1999 ("Maturity Date"). Interest shall be due and payable
quarterly, in arrears, on the last day of each
10.10-21
22
September, December and March, and on the Maturity Date. All payments made
hereunder will be applied first to interest and then to principal."
4. Except as previously amended, or as amended herein, all other terms,
provisions, conditions and obligations imposed under the terms of the Loan
Agreement shall remain in full force and effect and are hereby ratified
and certified by Bank and Company.
5. This Amendment Two shall be governed by, and construed in accordance
with, the laws of the State of Missouri.
IN WITNESS WHEREOF, Bank and Company have executed this Amendment Two as
of the date first above written.
COMMERCE BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxx
------------------------
Title: Senior Vice President
---------------------
TEAM FINANCIAL, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
------------------------
Title: Chairman & CEO
---------------------
By: /s/ Xxxxxxx X. Xxxxxx
------------------------
Title: President
---------------------
10.10-22
23
SECOND AMENDED AND RESTATED TERM NOTE
$12,400,000 June 29, 1998
and interest Kansas City, Missouri
FOR VALUE RECEIVED, the undersigned, TEAM FINANCIAL, INC., a Kansas
corporation ("Borrower") hereby promises to pay to the order of COMMERCE
BANK, N.A. ("Bank") the principal sum of Twelve Million Four Hundred
Thousand Dollars ($12,400,000) and accrued interest, or so much thereof as
is advanced hereunder (if less than all of the principal amount is
advanced) on June 30, 1999.
The principal balance from time to time outstanding under this Second
Amended and Restated Term Note shall bear interest from the date hereof at
the variable per annum rate set forth in the Loan Agreement by and between
Borrower and Bank and dated August 9, 1997, as amended pursuant to (i)
that certain Amendment One to Loan Agreement by and between Borrower and
Bank and dated March 19, 1998, and (ii) that certain Amendment Two to Loan
Agreement by and between Borrower and Bank and dated the date hereof (as
amended, the "Loan Agreement"), which Loan Agreement is hereby
incorporated herein by this reference. Accrued interest shall be payable
quarterly, in arrears, on the dates set forth in the Loan Agreement.
Accrued interest shall be calculated on the actual number of days elapsed
based on a year consisting of 365 days. Both principal and interest are
payable in lawful money of the United States of America to Bank at its
office at 0000 Xxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000, in immediately
available funds.
This Second Amended and Restated Term Note is the one referred to in, and
is entitled to the benefits of, the Loan Agreement, which Loan Agreement,
among other things, contains provisions for the acceleration of the
maturity hereof and for an increase in the interest rate upon the
happening of certain stated events.
The undersigned and all endorsers, sureties, guarantors and other persons
liable hereon or who may become liable for the payment hereof, severally
waive demand, presentment, notice of dishonor or nonpayment, notice of
protest and any and all lack of diligence in the enforcement hereof and
hereby assent to each and any extension or postponement of the time of
payment, at or after maturity, or other indulgence and hereby waive any
and all notice thereof.
This Second Amended and Restated Term Note shall be governed by, and
construed in accordance with, the laws of the State of Missouri.
10.10-23
24
IN WITNESS WHEREOF, Team Financial, Inc. has executed this Second Amended
and Restated Term Note as of the day and year first herein above written.
TEAM FINANCIAL, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------
Title: Chairman/CEO
-------------
By: /s/ Xxxxxxx X. Xxxxxx
----------------------
Title: President
----------
10.10-24
25
GUARANTOR ACKNOWLEDGMENT
By the execution hereof, the undersigned hereby acknowledges that its
obligations under the Corporate Guaranty executed by the undersigned, shall
apply to the Term Loan as amended by the terms hereof.
Team Financial Acquisition
Subsidiary, Inc.
BY: /s/ Xxxxxx X. Xxxxxxxxxx
------------------------
Title: Chairman/CEO
By: /s/ Xxxxxxx X. Xxxxxx
----------------------
Title: President
10.10-25
26
CORPORATE GUARANTY
August 9, 1997
TO: COMMERCE BANK, N.A. ("Bank")
The undersigned hereby requests Bank to give, and continue to give, TEAM
FINANCIAL, INC., a Kansas corporation ("Debtor"), from time to time, as
Bank may see fit, financial accommodations and credit, and in
consideration thereof, whether the same has been heretofore given or may
hereafter be given by Bank to Debtor, the undersigned hereby guarantees
and promises and agrees to make prompt payment to Bank, as they severally
mature, of all overdrafts of Debtor, of all loans made or which may be
made by Bank to Debtor, of all moneys paid by Bank for the use or account
of Debtor and of all notes, acceptances and other paper which have been or
may be discounted for, or at the request of, Debtor, whether made, drawn,
accepted, endorsed or not endorsed by Debtor, and whether endorsed with or
without recourse, and of any and all other obligations, of every kind and
character, now due or which may hereafter become due from Debtor to Bank,
howsoever created, arising or evidenced, and also of any and all renewals
or extensions of any of the foregoing (all herein called "Liabilities")
regardless of any collateral now held by Bank, or which Bank may hereafter
acquire, as security for any or all of the Liabilities.
It is understood that extensions of time of payment or modifications or
renewals of any of the Liabilities shall not in any way impair the
liability of the undersigned to Bank and that the undersigned will keep
posted as to all matters pertaining to this Corporate Guaranty without
notice from Bank.
When any of the Liabilities shall become and remain due and unpaid, the
undersigned will, upon demand, pay to Bank the amount due thereon.
In the event any property of the undersigned of any kind is now, or at any
time hereafter shall be, pledged to or in the possession of Bank,
including, but without limitation, the property described below (if any)
and any deposit or credit balance or other indebtedness credited by or due
from Bank to the undersigned ("Guaranty Collateral"), the undersigned
hereby pledges to and grants to Bank a security interest in and to all
such Guaranty Collateral.
Upon the failure of the undersigned to pay any of the Liabilities as
agreed and which are hereby guaranteed, Bank shall then have all
10.10-26
27
of the rights and remedies of a secured party under the Uniform Commercial
Code of Missouri, including without limitation, the right to sell or
otherwise dispose of, from time to time, any or all of the Guaranty
Collateral. Unless the Guaranty Collateral is of a type to decline
speedily in value or is of a type commonly sold on a recognized market,
Bank shall send the undersigned reasonable notice of the time and place of
any public sale or of the date after which any private sale or other
disposition is to be made. The requirement of such notice shall be met if
such notice is mailed, postage prepaid, to the undersigned at the last
address for the undersigned shown on Bank's records, at least five (5)
days before the time of sale or other disposition. After deducting all
costs and expenses of every kind, Bank may apply the residue of the
proceeds of any sale or sales of Guaranty Collateral to pay any
Liabilities and/or any amounts owing hereunder in such order or preference
as Bank may determine.
Before proceeding hereunder against the undersigned, resort need not be
made by Bank to any other security for any or all of the Liabilities
whether pledged by Debtor or by any other person in connection with the
Liabilities or the Guaranty Collateral (collectively, the "Collateral"),
nor need Bank exhaust any remedy against Debtor, nor against any other
endorser, surety or guarantor of the Liabilities.
Notice of the making, renewing or extending time of payment of any of the
Liabilities, and of demand, protest, and notice of nonpayment thereof, and
notice of acceptance hereof, are expressly waived. No substitution,
release, surrender or impairment (including but not limited to failure to
perfect a security interest in any Collateral) of any Collateral, nor the
substitution, release or death of any other party liable for the payment
of any Liabilities, shall affect the liability of the undersigned to Bank.
The undersigned waives all errors and omissions in connection with Bank's
administration of the Liabilities and Collateral. A waiver by Bank of any
right or remedy on any one or more occasions shall not be construed as a
bar to or a waiver of any such right or remedy on future occasions. The
undersigned expressly waives notice of any changes in the terms of the
Liabilities, including interest rate and term.
In consideration of Bank acting in reliance hereon, the undersigned agrees
that the obligations herein contained with respect to the undersigned and
the rights herein granted shall continue until a written revocation signed
by the undersigned is personally delivered or sent by certified mail,
return receipt requested, to Bank's president or any of Bank's vice
presidents. Any such revocation shall not affect the rights of Bank
hereunder with
10.10-27
28
respect to any Liabilities which arose prior to receipt by Bank of such
revocation and all extensions, renewals and modifications of such
prerevocation Liabilities whether before or after receipt of such
revocation, and any interest of Bank in and to any Collateral shall
continue until all such Liabilities have been paid in full. The
undersigned will pay on demand all costs of collection, legal expenses,
and attorneys, fees incurred or paid by Bank in collecting and/or
enforcing this Corporate Guaranty and the Guaranty Collateral, unless
prohibited by applicable law.
Upon payment of any Liabilities by the undersigned, the undersigned shall
be subrogated to the rights of Bank against Debtor to the extent of the
payment made; provided, however, the undersigned hereby postpones and
subordinates its right of subrogation until all Liabilities have been paid
in full. The undersigned further agrees that if a voluntary or involuntary
petition in bankruptcy is filed by or against Debtor, and the undersigned
is determined to be an insider of Debtor under applicable bankruptcy law,
then in such event the undersigned forever waives any right of subrogation
against Debtor on account of payment made pursuant to this Corporate
Guaranty.
The undersigned agrees that, if at any time all or any part of any payment
previously applied by Bank on any of the Liabilities must be returned by
the Bank for any reason, whether by court order, administrative order, or
settlement, the undersigned shall remain liable for the full amount
returned (except to the extent limited herein) as if such amount had never
been received by Bank, notwithstanding any termination of this Corporate
Guaranty or the cancellation of any agreement evidencing the Liabilities.
The undersigned agrees to provide to Bank, from time to time, such
information regarding the financial position, condition or business of the
undersigned, as the Bank may reasonably request.
This Corporate Guaranty shall remain fully enforceable irrespective of any
defense which the Debtor may assert on the Liabilities, including but not
limited to failure of consideration and statute of frauds.
The undersigned has unconditionally delivered this Corporate Guaranty to
Bank and failure to sign this or any other guaranty by any other person
shall not discharge the liability of the undersigned under this Corporate
Guaranty.
10.10-28
29
The undersigned acknowledges that it will derive a direct and substantial
benefit from the making of the loan from Bank to Debtor as described
herein.
This Corporate Guaranty shall be governed by, and construed in accordance
with, the laws of Missouri, shall inure to the benefit of Bank, its
successors and assigns, and shall be binding upon the undersigned and the
successors and assigns of the undersigned.
TEAM FINANCIAL ACQUISITION
SUBSIDIARY, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Title: Vice President
----------------------
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------
Title: President
-----------------------
Address: X.X. Xxx 000, Xxxxx, Xxxxxx 00000
10.10-29
