Exhibit 10.21


 


[FIRST TENNESEE LOGO]


 


PROMISSORY NOTE


 


	
  Principal

  	
   

  	
  Loan Date

  	
   

  	
  Maturity

  	
   

  	
  Loan No

  	
   

  	
  Call / Call

  	
   

  	
  Account

  	
   

  	
  Officer

  	
   

  	
  Initials

  
	
  $1,500,000.00

  	
   

  	
  06-30-2003

  	
   

  	
  09-30-2003

  	
   

  	
   

  	
   

  	
  04A1 / USEC

  	
   

  	
  460418532

  	
   

  	
   

  	
   

  	
   

  



References in shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.


Any item above containing "* * *" has been omitted
due to text length limitations.


 


	
  Borrower:

  	
   

  	
  HF Financial Corp. (TIN:
  46-0418532)

  	
   

  	
  Lender:

  	
   

  	
  First Tennessee Bank National
  Association

  
	
   

  	
   

  	
  225 S. Main Street

  	
   

  	
   

  	
   

  	
  Financial Institutions

  
	
   

  	
   

  	
  Sioux Falls, SD 57117

  	
   

  	
   

  	
   

  	
  845 Crossover Lane, Suite 150

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Memphis, TN 38117

  



 












 




	
  Principal
  Amount: $1,500,000.00

  	
   

  	
  Initial Rate: 3.750%

  	
   

  	
  Date of Note: June 30, 2003

  






 


PROMISE
TO PAY. HF Financial Corp. ("Borrower") promises to pay to First
Tennessee Bank National Association ("Lender"), or order, in lawful
money of the United States of America, the principal amount of One Million Five
Hundred Thousand & 00/100 Dollars ($1,500,000.00), together with interest
on the unpaid principal balance from June 30, 2003, until paid in full.


 


PAYMENT.
Borrower will pay this loan in one principal payment of $1,500,000.00 plus
interest on September 30, 2003.  This
payment due on September 30, 2003, will be for all principal and all accrued
interest not yet paid.  Unless otherwise
agreed or required by applicable law, payments will be applied first to accrued
unpaid interest, then to principal, and any remaining amount to any unpaid
collection costs. The annual interest rate for this Note is computed on a
365/360 basis: that is, by applying the ratio of the annual interest rate over
a year of 360 days, multiplied by the outstanding principal balance, multiplied
by the actual number of days the principal balance is outstanding. Borrower
will pay Lender at Lender's address shown above or at such other place as
Lender may designate in writing.


 


VARIABLE
INTEREST RATE. The interest rate on this Note is subject to change
from time to time based on changes in an index which is the Lender's base
commercial rate (the "Index"). The Index is not necessarily the
lowest rate charged by Lender on its loans and is set by Lender in its sole
discretion. If the Index becomes unavailable during the term of this loan, Lender
may designate a substitute index after notifying Borrower. Lender will tell
Borrower the current index rate upon Borrower's request. The interest rate
change will not occur more often than each day. Borrower understands that
Lender may make loans based on other rates as well. The Index currently is 4.000% per annum. The interest rate to be applied
to the unpaid principal balance of this Note will be at a rate of 0.250
percentage points under the Index, resulting in an initial rate of 3.750% per
annum. NOTICE: Under no circumstances will the interest rate on this
Note be more than the maximum rate allowed by applicable law.


 


PREPAYMENT.
Borrower
may pay without penalty all or a portion of the amount owed earlier than it is
due. Early payments will not, unless agreed to by Lender in writing, relieve
Borrower of Borrower's obligation to continue to make payments under the
payment schedule. Rather, early payments will reduce the principal balance due.
Borrower agrees not to send Lender payments marked "paid in full", "without
recourse", or similar language. If Borrower sends such a payment, Lender
may accept it without losing any of Lender's rights under this Note, and
Borrower will remain obligated to pay any further amount owed to Lender. All
written communications concerning disputed amounts, including any check or
other payment instrument that indicates that the payment constitutes
"payment in full" of the amount owed or that is tendered with other
conditions or limitations or as full satisfaction of a disputed amount must be
mailed or delivered to: First Tennessee Bank National Association, Financial
Institutions, 845 Crossover Lane, Suite 150, Memphis, TN 38117.


 


INTEREST
AFTER DEFAULT. Upon default, including failure to pay upon final
maturity, Lender, at its option, may, if permitted under applicable law,
increase the variable interest rate on this Note to 21.000% per annum. In no
event will the effective total interest rate on this Note be greater than the
rate permitted by applicable law.


 


DEFAULT.
Each
of the following shall constitute an event of default ("Event of
Default") under this Note:


 


Payment Default. Borrower
fails to make any payment when due under this Note.


 


Other Defaults. Borrower
fails to comply with or to perform any other term, obligation, covenant or
condition contained in this Note or in any of the related documents or to
comply with or to perform any term, obligation, covenant or condition contained
in any other agreement between Lender and Borrower.


 


Default in Favor of Third Parties. Borrower
or any Grantor defaults under any loan, extension of credit, security
agreement, purchase or sales agreement, or any other agreement, in favor of any
other creditor or person that may materially affect any of Borrower's property
or Borrower's ability to repay this Note or perform Borrower's obligations
under this Note or any of the related documents.


 


False Statements. Any
warranty, representation or statement made or furnished to Lender by Borrower
or on Borrower's behalf under this Note or the related documents is false or
misleading in any material respect, either now or at the time made or furnished
or becomes false or misleading at any time thereafter.


 


Insolvency. The
dissolution or termination of Borrower's existence as a going business, the
insolvency of Borrower, the appointment of a receiver for any part of
Borrower's property, any assignment for the benefit of creditors, any type of
creditor workout, or the commencement of any proceeding under any bankruptcy or
insolvency laws by or against Borrower.


 


Creditor or Forfeiture Proceedings. Commencement
of foreclosure or forfeiture proceedings, whether by judicial proceeding,
self-help, repossession or any other method, by any creditor of Borrower or by
any governmental agency against any collateral securing the loan. This includes
a garnishment of any of Borrower's accounts, including deposit accounts, with
Lender. However, this Event of Default shall not apply if there is a good faith
dispute by Borrower as to the validity or reasonableness of the claim which is
the basis of the creditor or forfeiture proceeding and if Borrower gives Lender
written notice of the creditor or forfeiture proceeding and deposits with
Lender monies or a surety bond for the creditor or forfeiture proceeding, in an
amount determined by Lender, in its sole discretion, as being an adequate
reserve or bond for the dispute.


 


Events Affecting Guarantor. Any
of the preceding events occurs with respect to any guarantor, endorser, surety,
or accommodation party of any of the indebtedness or any guarantor, endorser,
surety, or accommodation party dies or becomes incompetent, or revokes or
disputes the validity of, or liability under, any guaranty of the indebtedness
evidenced by this Note. In the event of a death, Lender, at its option, may,
but shall not be required to, permit the guarantor's estate to assume
unconditionally the obligations arising under the guaranty in a manner
satisfactory to Lender, and, in doing so, cure any Event of Default.


 


Change in Ownership. Any
change in ownership of twenty-five percent (25%) or more of the common stock of
the Borrower.


 


Adverse Change. A
material adverse change occurs in Borrower's financial condition, or Lender
believes the prospect of payment or performance of this Note is impaired.


 


Cure Provisions. If
any default, other than a default in payment is curable and if Borrower has not
been given a notice of a breach of the same provision of this Note within the
preceding twelve (12) months, it may be cured (and no event of default will
have occurred) if Borrower, after receiving written notice from Lender
demanding cure of such default: (1) cures the default within fifteen (15) days;
or (2) if the cure requires more than fifteen (15) days, immediately initiates
steps which Lender deems in Lender's sole discretion to be sufficient to cure
the default and thereafter continues and completes all reasonable and necessary
steps sufficient to produce compliance as soon as reasonably practical.


 


LENDER'S
RIGHTS. Upon default, Lender may declare the entire
unpaid principal balance on this Note and all accrued unpaid interest
immediately due, and then Borrower will pay that amount.


 


Any payment not made when due
hereunder (whether by acceleration or otherwise) shall bear interest after
maturity at the maximum effective contract rate of interest which the Lender
may lawfully charge.


 


In the event of any renewal or
extension of the loan indebtedness evidenced hereby, unless the parties
otherwise agree to a lower rate, the Lender shall have the right to charge
interest at the highest of the following rates: (i) the maximum rate
permissible at the time the contract to make the loan was executed; or (ii) the
maximum rate permissible at the time the loan was made; or (iii) the maximum
rate permissible at the time of such renewal or extension; or (iv) the maximum
rate permitted by applicable federal law; it being intended that those statutes
and laws, state or federal, from time to time in effect, which permit the
charging of the higher rate of interest shall govern the maximum rate which may
be charged hereunder. In the event that for any reason the foregoing provisions
hereof shall not contain a valid, enforceable designation of a rate of interest
prior to maturity or method of determining the same, then the indebtedness
hereby evidenced shall bear interest prior to maturity at the maximum effective
rate which may be lawfully charged by the Lender under applicable law.


 


Regardless of any provision
herein, or in any other document executed in connection herewith, the holder
hereof shall never be entitled to 


 

















 


receive, collect, or apply, as
interest hereon, any amount in excess of the maximum contract rate which may be
lawfully charged by the holder hereof under applicable law; and in the event
the holder hereof ever receives, collect, or applies at interest, any such
excess, such amount which would be excessive interest shall be deemed a partial
prepayment of principal and treated hereunder as such; and, if the principal
hereof is paid in full, any remaining excess shall forthwith be paid to the
undersigned. In determining whether or not the interest paid or payable, under
any specific contingency, exceeds the maximum lawful contract rate, the
undersigned and the holder hereof shall, to the maximum extent permitted by
applicable law, (a) characterize any non-principal payment as a reasonable loan
charge, rather than as interest; (b) exclude voluntary prepayments and the
effects thereof; and (c) amortize, prorate, allocate, and spread, in equal
parts, the total amount of interest throughout the entire contemplated term
hereof, so that the interest accrued or to accrue throughout the entire term
contemplated hereby shall at no time exceed the maximum lawful contract rate.


 


ATTORNEYS'
FEES; EXPENSES. Lender may hire or pay someone else to
help collect this Note if Borrower does not pay. Borrower will pay Lender that
amount. This includes, subject to any limits under applicable law, Lender's
attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit,
including attorneys' fees, expenses for bankruptcy proceedings (including
efforts to modify or vacate any automatic stay or injunction), and appeals. If
not prohibited by applicable law, Borrower also will pay any court costs, in
addition to all other sums provided by law.


 


JURY
WAIVER. Lender and Borrower hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by either Lender or Borrower
against the other.


 


DISHONORED
ITEM FEE. Borrower will pay a fee to Lender of $28.00
if Borrower makes a payment on Borrower's loan and the check or preauthorized
charge with which Borrower pays is later dishonored.


 


RIGHT
OF SETOFF. To the extent permitted by applicable law,
Lender reserves a right of setoff in all Borrower's accounts with Lender
(whether checking, savings, or some other account).  This includes all accounts Borrower may open in the future.  However, this does not include any IRA or
Keogh accounts, or any trust accounts for which setoff would be prohibited by
law.  Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
debt against any and all such accounts, and, at Lender's option, to
administratively freeze all such accounts to allow Lender to protect Lender's charge
and setoff rights provided in this paragraph.


 


FINANCIAL
STATEMENTS. The undersigned agrees to furnish a
current financial statement upon the request of Lender from time to time, and
further agrees to execute and deliver all other instruments and take such other
actions as Lender may from time to time reasonably request in order to carry
out the provisions and intent hereof.


 


LATE
FEE. For any payment which is not made within 20 days
of the due date for such payment, the Borrower shall pay a late fee, including
without limitation loans which are renewed more than 20 days after the due date
even though the renewal may be dated as of the past-due payment date.  The late fee shall equal the lesser of 5% of
the unpaid portion of the past-due payment or $500.


 


ALTERNATIVE
FUNDING. Lender may grant to any of its special
purpose funding vehicles (each an "SPC"), the option to provide all
or any part of any loan the Lender would otherwise be obligated to make
pursuant to this Note.  In no event
shall any SPC be committed to make any loan. 
The option granted to any SPC to provide all or any part of any loan
shall not alter the obligation of the Lender to make loans pursuant to this
Note.  Each SPC shall be conclusively
presumed to have made arrangements with its Lender for the exercise of voting
and other rights hereunder in a manner which is acceptable to the SPC.  Each party to this Note agrees that no SPC
shall be liable for any indemnity or similar payment obligation under this Note
(all liability for which shall remain with the related Lender).  Each party to this Note agrees (which Note
shall survive the termination of this Note) that it will not institute against,
or join any other person in instituting against, such SPC any Bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or similar
proceedings under the laws of the United States or any State thereof prior to
the date that is one year and one day after the payment in full of all
outstanding senior indebtedness of any SPC. 
Each SPC, may, at any time, with notice to the Borrower assign all or a
portion of its interests in any loans to its Lender (or to any other SPC of
such Lender) or to any financial institutions providing liquidity and/or credit
facilities to or for the account of such SPC for the following purposes: (i) to
fund the loans made by such SPC or (ii) to support the securities (if any)
issued by such SPC to fund such loans. 
In addition, each SPC may, at any time, with notice to and consent of
the Borrower, disclose on a confidential basis any non-public information
relating to its loans to any rating agency, commercial paper dealer or provider
of a surety, guarantee or credit or liquidity enhancement to such SPC. This
Section may not be amended without the consent of all SPC's then designated to
the Borrower in accordance with the foregoing provisions of this Section.


 


EXCLUSION
FROM INDEBTEDNESS. Excluded from indebtedness shall be
any indebtedness governed by the Federal Truth in Lending Act.  


 


COLLATERAL.
This loan is unsecured.


 


SUCCESSOR
INTERESTS.  The
terms of this Note shall be binding upon Borrower, and upon Borrower's heirs,
personal representatives, successors and assigns, and shall inure to the
benefit of Lender and its successors and assigns.


 


GENERAL
PROVISIONS. Lender may delay or forgo enforcing any of
its rights or remedies under this Note without losing them.  Borrower and any other person who signs,
guarantees or endorses this Note, to the extent allowed by law, waive presentment,
demand for payment, and notice of dishonor. 
Upon any change in the terms of this Note, and unless otherwise
expressly stated in writing, no party who signs this Note, whether as maker,
guarantor, accommodation maker or endorser, shall be released from
liability.  All such parties agree that
Lender may renew or extend (repeatedly and for any length of time) this loan or
release any party or guarantor or collateral; or impair, fail to realize upon
or perfect Lender's security interest in the collateral; and take any other
action deemed necessary by Lender without the consent of or notice to
anyone.  All such parties also agree
that Lender may modify this loan without the consent of or notice to anyone
other than the party with whom the modification is made.  The obligations under this Note are joint
and several.


 


PRIOR
TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS
NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE
TERMS OF THE NOTE.


 


BORROWER
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.


 


BORROWER:


 


HF
FINANCIAL CORP.


 


	
  By:

  	
  /s/ Darrel
  L. Posegate

  	
   

  	
  By:

  	
  /s/ Curtis
  L. Hage

  
	
   

  	
  Darrel L.
  Posegate, EVP/CFO of HF Financial Corp.

  	
   

  	
   

  	
  Curtis L.
  Hage, Chairman/President/CEO of HF Financial Corp.

  



 


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