Exhibit 10.31


 


AMENDMENT TO REVOLVING CREDIT AGREEMENT AND NOTE


BETWEEN TEAM FINANCIAL, INC. AND US BANK


 


THIS AMENDMENT TO
REVOLVING CREDIT AGREEMENT AND NOTE (this “Amendment”) dated as of June 30,
2008, by and between:  TEAM FINANCIAL, INC., a
Kansas corporation (“Borrower”); and U.S. BANK N.A.,
a national banking association (“Bank”); and has reference to the
following facts and circumstances (the “Recitals”):


 


A.            Borrower and Bank executed the Revolving Credit Agreement
dated March 18, 2004 (as amended, the “Agreement”), under which
Borrower executed the Revolving Credit Note dated March 18, 2004, payable
to Bank in the principal amount of up to $6,000,000 (as amended, the “Note”).


 


B.            The Agreement and the Note are secured by the collateral
described in certain security documents, including, but not limited to the
following (collectively, as amended, the “Security Documents”):


 


1.             Possessory Collateral Pledge Agreement dated March 18,
2004, executed by Team Financial Acquisition Subsidiary, Inc., in favor of
Bank, and covering the property as more particularly described therein.


 


2.             Possessory Collateral Pledge Agreement dated September 30,
2004, executed by Post Bancorp, Inc., in favor of Bank, and covering the
property as more particularly described therein.


 


3.             Uniform Commercial Code Financing Statement filed with
the Kansas Secretary of State, and covering the property as more particularly
described therein.


 


C.            The Agreement and the Note were previously amended (most
recently as described in the Amendment to Loan Agreement and the Note dated as
of December 31, 2007); Borrower desires to further amend the terms of the
Agreement and the Note in the manner set forth herein; and Bank is willing to
agree to said amendments on the terms and conditions set forth herein.


 


NOW, THEREFORE, in
consideration of the premises, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Borrower and Bank
hereby agree as follows:


 


1.             Recitals.  The Recitals are true and correct, and,
with the defined terms set forth herein, are incorporated by this reference.


 


2.             Amendment
to Agreement.  Section 2.1 of the Agreement is deleted and
substituted with the following:


 


“2.1         Revolving Credit Facility.  From time to time prior to October 15,
2008, or the earlier termination hereof pursuant to Article VI, Borrower
may borrow from Bank up to the aggregate principal amount outstanding at any
one time of up to Four Million Dollars ($4,000,000.00).  All advances hereunder will be evidenced by
the Revolving Credit Note dated the date hereof, executed by Borrower, payable
to the order of the Bank, in the principal amount of $4,000,000.00, as amended
(the “Note”).  Although the Note will be expressed to be
payable in the amount of $4,000,000.00, Borrower will be obligated to pay only
the amount of advances actually disbursed hereunder, together with accrued
interest on the outstanding balance at the rate(s) and on the dates
specified therein, and such other charges provided for herein and in the Note.”


 


3.             Amendment
to Note.  The Note is
amended as follows:


 


(a)                                   The
reference to “$6,000,000.00” at the top of page 1 of the Note is deleted
and replaced with “$4,000,000.00.”


 


(b)                                  The
first sentence on page 1 of the Note is deleted and replaced with the
following:


 

















 


“FOR VALUE
RECEIVED, the undersigned borrower TEAM
FINANCIAL, INC., a Kansas corporation
(“Borrower”), promises to pay to
the order of U.S. BANK N.A., a national banking
association, (“Bank”), the
principal sum of Four Million Dollars ($4,000,000.00), payable October 15,
2008 (the “Maturity Date”).”


 


(c)           The following is added to the end of
the section entitled “Interest” on page 1 of the Note:


 


“On July 25, 2008,
and thereafter, the unpaid principal balance will bear interest at an annual
rate equal to Two Percent (2%) above the prime rate announced by Bank,
which interest rate will be adjusted each time that the prime rate changes.”


 


4.             Continuing
Security.  The Agreement
and the Note, as hereby amended, are, and shall continue to be secured by the
Security Documents and any reference to the Agreement and the Note in the
Security Documents shall hereafter be deemed to include the Agreement and Note
as hereby amended.


 


5.             Binding
Obligations.  The
Agreement, the Note, and the Security Documents, are, and shall remain, the
binding obligations of Borrower, and all of the provisions, terms,
stipulations, conditions, covenants and powers contained therein shall stand
and remain in full force and effect, except only as the same are herein and
hereby expressly and specifically varied or amended, and the same are hereby
ratified and confirmed, and Bank reserves unto itself all rights and privileges
granted thereunder.


 


6.             Reaffirmation;
Authority.  Borrower
hereby reaffirms all representations, warranties, covenants and agreements
recited in the Agreement, the Note, and the Security Documents as of the date
hereof, and the same are hereby adopted as representations, warranties,
covenants and agreements of Borrower herein. 
Borrower further represents and warrants that it is not in default under
any of its obligations under the Agreement, the Note, and the Security
Documents, and that it has full power and authority to execute and deliver this
Amendment, and that the execution and delivery hereof has been duly authorized,
and that all necessary and proper acts have been performed or taken.


 


7.             Release.  Borrower hereby releases
Bank and its successors, assigns, directors, officers, agents, employees,
representatives and attorneys from any and all claims, demands, causes of
action, liabilities or damages, whether now existing or hereafter arising or
contingent or noncontingent, or actions in law or equity of any type or matter,
relating to or in connection with any statements, agreements, action or inaction
on the part of Bank occurring at any time prior to the execution of this
Amendment, with respect to Borrower, the Agreement, the Note, the Security
Documents and any related loan documents.


 


8.             Expenses.  Borrower agrees to pay all
expenses incurred by Bank in connection with this Amendment, including, but not
limited to, Bank’s legal fees and recording fees.  Said sums are payable on demand and are
secured by the Security Documents.


 


9.             Applicable Law.  This Amendment shall be
governed by and construed in accordance with the internal laws of the State of Nebraska.


 


10.          Notice Required under Nebraska
Revised Statutes §45-1,113.  A CREDIT
AGREEMENT MUST BE IN WRITING TO BE ENFORCEABLE UNDER NEBRASKA LAW. TO PROTECT
YOU AND US FROM ANY MISUNDERSTANDINGS OR DISAPPOINTMENTS, ANY CONTRACT,
PROMISE, UNDERTAKING, OR OFFER TO FOREBEAR REPAYMENT OF MONEY OR TO MAKE ANY
OTHER FINANCIAL ACCOMMODATION IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR
EXTENSION OF CREDIT, OR ANY AMENDMENT OF, CANCELLATION OF, WAIVER OF, OR
SUBSTITUTION FOR ANY OR ALL OF THE TERMS OR PROVISIONS OF ANY INSTRUMENT OR
DOCUMENT EXECUTED IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION
OF CREDIT, MUST BE IN WRITING TO BE EFFECTIVE.


 


11.          Closing Conditions.  Notwithstanding any provision
contained in this Amendment to the contrary, this Amendment shall not be
effective unless and until Bank shall have received the following, all in form
acceptable to Bank:


 


(a)           this Amendment, duly executed by
Borrower;


 


(b)           the Borrowing Resolutions of Board of
Directors, certified by the Secretary of Borrower; and


 


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(c)           a current certificate of good standing
for Borrower issued by the Kansas Secretary of State (or other evidence of good
standing acceptable to Bank); and


 


(d)           such other documents and information
as Bank may request.


 


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


 


(SIGNATURES
ON FOLLOWING PAGE)


 


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SIGNATURE
PAGE-


AMENDMENT
TO REVOLVING CREDIT AGREEMENT AND NOTE


 


 


	
   

  	
  Borrower:

  
	
   

  	
   

  
	
   

  	
  TEAM
  FINANCIAL, INC.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Robert J. Weatherbie

  
	
   

  	
   

  	
  Robert J. Weatherbie,
  Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Bank:

  
	
   

  	
   

  
	
   

  	
  U.S. BANK N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Timothy N. Scheer

  
	
   

  	
   

  	
  Timothy N. Scheer, Vice
  President

  



 


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