Exhibit
10.30


 


AMENDMENT
NO. 6 TO LOAN AGREEMENT

AND OTHER TRANSACTION DOCUMENTS


 


THIS AMENDMENT NO. 6 TO LOAN AGREEMENT AND OTHER
TRANSACTION DOCUMENTS (the “Amendment”) is made and entered into as of the 13th
day of November, 2003, by and between TEAM FINANCIAL, INC., a Kansas
corporation (the “Borrower”) and  U. S.
BANK NATIONAL ASSOCIATION, a national banking association (as successor to
Firstar Bank, National Association, Overland Park and Mercantile Bank) (the “Lender”).


 


RECITALS


 


A.                                   Borrower and Lender are parties to a Loan
Agreement dated December 3, 1999, pursuant to which Lender agreed to provide
certain credit facilities to Borrower as described therein (as amended by
Amendment No. 1 To Loan Agreement and Other Transaction Documents dated January
1, 2001, Amendment No. 2 To Loan Agreement and Other Transaction Documents
dated January 30, 2002, Amendment No. 3 To the Loan Agreement and Other
Transaction Documents dated March 25, 2002, Amendment No. 4 To Loan Agreement
and Other Transaction Documents dated January 21, 2003, and Amendment No. 5 To
Loan Agreement and Other Transaction Documents dated March 31, 2003, the “Loan
Agreement”);


 


B.                                     Pursuant to the terms of the Loan
Agreement, Lender provided a $5,000,000.00 term loan to Borrower evidenced by a
Term Promissory Note dated December 3, 1999 in the principal amount of
$5,000,000.00 from Borrower, as maker, payable to the order of Lender (as
amended from time to time, the “Term Note”);


 


C.                                     Pursuant to the terms of the Loan
Agreement, Lender provided a $15,000,000.00 revolving credit loan to Borrower
evidenced by a Revolving Promissory Note dated December 3, 1999 in the
principal amount of $15,000,000.00 from Borrower, as maker, payable to the
order of Lender (as amended from time to time, the “Revolving Credit Note”);


 


D.                                    The obligations of the Borrower under the
Loan Agreement, the Revolving Credit Note and the Term Note are secured by a
General Pledge and Security Agreement dated December 3, 1999 (the “Pledge
Agreement”) executed by Team Financial Acquisition Subsidiary, Inc., a Kansas
corporation (“Team Acquisition”) in favor of the Lender;


 


E.                                      Borrower has requested that Lender modify
certain financial covenants contained in the Loan Agreement; and


 


F.                                      Lender has agreed to modify certain
financial covenants set forth in the Loan Agreement, but only if Borrower
executes and delivers this Amendment to Lender and Team Acquisition executes
the Consent and Reaffirmation attached hereto.


 

















 


NOW, THEREFORE, the parties hereto agree as follows:


 


1.                                       Borrower’s Representations and Warranties. 
Borrower represents and warrants to Lender that as of the date of this
Amendment:


 


a.                                       Borrower has no claims, setoffs or
defenses to Lender’s exercise of any rights or remedies available to Lender
under the Transaction Documents to which Borrower is a party.


 


b.                                      No Event of Default, or event or
circumstance which with notice, the passage of time, or both, would constitute
an Event of Default, exists and is continuing under the Transaction Documents,
with the exception of those Existing Defaults (as defined herein) listed below.


 


c.                                       Borrower is duly organized, validly
existing and in good standing under the laws of the State of Kansas.


 


d.                                      The execution, delivery and performance
by Borrower of this Amendment has been duly authorized by all necessary
corporate action and has received the requisite corporate approvals.


 


e.                                       This Amendment constitutes the valid and
legally binding obligation of Borrower and is enforceable against Borrower in
accordance with its terms.


 


2.                                       Amendments.  The Loan
Agreement and the other Transaction Documents are hereby amended in the
following respects:


 


a.                                       The Loan Agreement is hereby amended as
follows:


 


(i)                                     Section 5.12 is deleted and the following
provision is inserted in lieu thereof:


 


Loan Loss Reserve Ratio. 
The ratio of loan loss reserve divided by Non-Performing Loans shall be
at least 70% for the Borrower, as of September 30, 2003 and December 31, 2003
and shall be at least 100% as of March 31, 2004 and as of the end of each
calendar quarter thereafter.


 


(ii)                                  Section 5.13 is deleted and the following
provision is inserted in lieu thereof:


 


Minimum Return on Assets. 
Borrower shall maintain a minimum Return on Assets of .60% as of
September 30, 2003 and December 31, 2003, and .70% as of March 31, 2004 and as
of the end of each calendar quarter thereafter.


 


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(iii)                               Section 6.13 is deleted and the following
provision is inserted in lieu thereof:


 


Non-Performing Assets to
Tangible Equity Capital Plus Loan Loss Reserves.  Permit its
Subsidiary Banks to have a ratio of Non-Performing Assets to Tangible Equity
Capital plus loan loss reserves less than 20%, as of September 30, 2003 and
December 31, 2003, and less than 15% as of March 31, 2004 and the end of each
calendar quarter thereafter.


 


b.                                      All references in the Transaction
Documents to the Loan Agreement shall hereafter be deemed references to the
Loan Agreement, as amended by this Amendment.


 


3.                                       Conditions Precedent. 
It shall be a condition precedent to the effectiveness of this Amendment
that all principal and interest due and payable under the Notes as of the
execution date shall have been paid; (ii) no Event of Default shall exist under
the Transaction Documents; and (iii) Borrower shall have delivered to Lender
such other items as Lender may reasonably request.


 


4.                                       Ratification. 
Except as specifically amended or modified herein, all of the terms,
conditions and covenants contained in the Loan Agreement and the other
Transaction Documents shall remain in full force and effect and are hereby
fully ratified and confirmed.  If and to
the extent that any of the terms and provisions of the Loan Agreement and the
other Transaction Documents are in conflict with or inconsistent with any of
the terms or provisions of this Amendment, this Amendment shall govern.  All Transaction Documents shall be deemed to
be amended to be consistent with the terms of this Amendment.


 


5.                                       Waiver of Defaults. 
Lender and Borrower acknowledge that as of the June 30, 2003
determination date, Borrower failed to comply with Sections 5.10, 5.12, 5.13
and 6.13 of the Loan Agreement (the “Existing Defaults”).  Lender hereby agrees to waive its remedies
with respect to the Existing Defaults for the quarter ending June 30, 2003.


 


6.                                       Capitalized Terms. 
Capitalized terms used in this Amendment shall have the same meanings as
specified in the Loan Agreement, except as otherwise expressly provided herein.


 


7.                                       Counterparts. 
This Amendment, and the Consent and Reaffirmation of Team Acquisition
attached hereto, may be executed in any number of counterparts, each of which
when so executed and delivered shall be an original, but all of which together
shall constitute one and the same agreement.


 


8.                                       Binding Effect. 
The terms and conditions of this Amendment shall be binding upon the
parties hereto, their successors and permitted assigns.


 


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NOTICE:


 


THIS SECTION IS MADE A PART OF THIS AGREEMENT IN
COMPLIANCE WITH K.S.A. §16-118.  THIS CREDIT
AGREEMENT IS A FINAL EXPRESSION OF THE CREDIT AGREEMENT BETWEEN THE BORROWER
AND THE LENDER AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR ORAL CREDIT
AGREEMENT OR OF A CONTEMPORANEOUS ORAL CREDIT AGREEMENT BETWEEN THE BORROWER
AND THE LENDER.  IF THERE ARE ANY
ADDITIONAL TERMS, THEY ARE REDUCED TO WRITING AS FOLLOWS:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       .


 


I/WE AFFIRM THAT NO UNWRITTEN ORAL CREDIT AGREEMENT EXISTS
BETWEEN BORROWER AND LENDER.


 




	
  Borrower:

  	
  /s/
  BW

  	
   

  	
  Lender:

  	
   

  	
   

  
	
  (Please initial)

  	
   

  	
  (Please initial)

  	
   

  






 


 


 


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IN WITNESS WHEREOF, the parties hereto have executed
this Amendment the day and year first above written.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  	
   

  
	
   

  	
  TEAM FINANCIAL, INC., a Kansas corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert J.
  Weatherbie

  
	
   

  	
  Name (print):

  	
  Robert J. Weatherbie

  
	
   

  	
  Title:

  	
  Chairman and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  LENDER:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  U. S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name (print):

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


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CONSENT AND
REAFFIRMATION


 


By signing in the space provided below, Team Financial
Acquisition Subsidiary, Inc., a Kansas corporation (“Team Acquisition”),
represents, warrants and affirms to U. S. Bank National Association (the
“Lender”) as follows:


 


(i)                                     It has read and understands the terms of
the foregoing Amendment;


 


(ii)                                  It consents to the execution of said
Amendment by Team Financial, Inc., a Kansas corporation (the “Borrower”);


 


(iii)                               The Pledge Agreement remains in full force and effect
in accordance with its terms and is a legally binding and enforceable
obligation of Team Acquisition;


 


(iv)                              It has no defense, setoff or counterclaim
to enforcement by Lender of its rights and remedies under the Pledge Agreement;
and


 


(v)                                 The security interest granted by Team
Acquisition to Lender under the Pledge Agreement remains a first and valid
security interest in and lien on the Collateral (as defined in the Pledge
Agreement).


 


Capitalized terms used and not otherwise defined in
this Consent and Reaffirmation shall have the meanings assigned thereto under
the Loan Agreement dated December 3, 1999 between Borrower and Lender, as
amended.


 


	
   

  	
  TEAM
  FINANCIAL ACQUISITION

  SUBSIDIARY, INC., a Kansas corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert J.
  Weatherbie

  
	
   

  	
  Name (print):

  	
  Robert J. Weatherbie

  
	
   

  	
  Title:

  	
  Chairman and CEO

  
				



 


 


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