Exhibit 10.1


 


UNITED STATES OF AMERICA


BEFORE THE


BOARD OF GOVENORS OF THE FEDERAL RESERVE SYSTEM


WASHINGTON, D.C.


 


	
  Written Agreement by and among

  	
   

  	
  Docket
  No. 08-046-WA/RB-HC

  
	
   

  	
   

  	
   

  
	
  TEAM FINANCIAL, INC.

  	
   

  	
   

  
	
  Paola, Kansas

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  POST BANCORP, INC.

  	
   

  	
   

  
	
  Colorado Springs, Colorado

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TEAM FINANCIAL ACQUISTION

  	
   

  	
   

  
	
  SUBSIDIARY, INC.

  	
   

  	
   

  
	
  Paola, Kansas

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  and

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FEDERAL RESERVE BANK OF

  	
   

  	
   

  
	
  KANSAS CITY

  	
   

  	
   

  
	
  Kansas City, Missouri

  	
   

  	
   

  



 


WHEREAS,
Team Financial, Inc., Paola, Kansas, Post Bancorp, Inc., Colorado
Springs, Colorado, and Team Financial Acquisition Subsidiary, Inc., Paola,
Kansas, are registered bank holding companies (all of the foregoing
collectively, the “Companies”) that own and control TeamBank, National
Association, Paola, Kansas and Colorado National Bank, Colorado Springs,
Colorado, national banking association (collectively, the “Banks”) and various
nonblank subsidiaries;


 


WHEREAS,
it is the common goal of the Companies and the Federal Reserve Bank of Kansas
City (the “Reserve Bank”) to maintain the financial soundness of the Companies
so that they may serve as a source of strength to the Banks;


 


WHEREAS,
the Companies and the Reserve Bank have mutually agreed to enter into this
Agreement (the “Agreement”); and


 


WHEREAS,
on November 19, 2008, the boards of directors of the Companies, at duly
constituted meetings, adopted resolutions authorizing and directing Connie
Hart, Chairman of the Board of Directors for Team Financial, Inc. to enter
into this Agreement on behalf of the Companies, and consenting to compliance
with each and every provision of this Agreement by the Companies and their
institution-affiliated parties, as defined in sections 3(u) and 8(b)(3) of
the Federal Deposit Insurance Act, as amended (the “FDI Act”) (12 U.S.C. §§
1813(u) and 1818(b)(3)).


 


NOW,
THEREFORE, the Companies and the Reserve Bank agree as follows:


 


1

















 


Dividends


 


1.             (a)           The
Companies shall not declare or pay any dividends without the prior written
approval of the Reserve Bank and the Director of the Division of Banking
Supervision and Regulation (the “Director”) of the Board of Governors of the
Federal Reserve System (the “Board of Governors”).


 


                (b)           The Companies shall not directly or indirectly take
dividends or any other form of payment representing a reduction in capital from
the Banks without the prior written approval of the Reserve Bank.


 


                (c)           The Companies and their nonbank subsidiaries shall not
make any distributions of interest, principal, or other sums on subordinated
debentures or trust preferred securities without the prior written approval of
the Reserve Bank and the Director.


 


                (d)           All requests for prior approval shall be received by the
Reserve Bank at least 30 days prior to the proposed dividend declaration date,
proposed distribution on subordinated debentures, and required notice of
deferral on trust preferred securities. 
All requests shall contain, at a minimum, current and projected
information on capital, earnings, and cash flow for each of the Companies;
capital, asset quality, earnings, and allowance for loan and lease losses (“ALLL”)
for each of the Banks; and identification of the sources of funds for the
proposed payment or distribution.  For
requests to declare or pay dividends, the Companies must also demonstrate that
the requested declaration or payment of dividends is consistent with the Board
of Governors’ Policy Statement on the Payment of Cash Dividends by State Member
Banks and Bank Holding Companies, dated November 14, 1985 (Federal Reserve
Regulatory Service, 4-877 at page 4-323).


 


Debt
and Stock Redemption


 


2.             (a)           The
Companies and their nonbank subsidiaries shall not directly or indirectly
incur, increase, or guarantee any debt, including debt to shareholders, without
the prior written approval of the Reserve Bank. 
All requests for prior written approval shall contain, but not be
limited to, a statement regarding the purpose of the debt, the terms of the
debt, the planned source(s) for debt repayment, and an analysis of the
cash flow resources available to meet such debt repayment.


 


                (b)           The Companies shall not, directly or indirectly, purchase
or redeem any shares of their stock without the prior written approval of the
Reserve Bank.


 


2

















 


Capital
Plan


 


3.             Within 60 days of this Agreement,
the Companies shall submit to the Reserve Bank an acceptable written plan to
maintain sufficient capital at the consolidated organization and each of the
Banks.  The plan shall, at a minimum,
address, consider, and include:


 


                (a)           The consolidated organization’s and the Banks’ current and
future capital requirements, including compliance with the Capital Adequacy
Guidelines for Bank Holding Companies: Risk-Based Measure and Tier 1 Leverage
Measure, Appendices A and D of Regulation Y of the Board of Governors (12
C.F.R. Part 225, App. A and D) and the capital adequacy guidelines for
each of the Banks issued by the Banks’ appropriate federal regulator;


 


                (b)           the adequacy of the Banks’ capital, taking into account the
volume of classified credits, concentrations of credit, adequacy of ALLL,
current and projected asset growth, and projected retained earnings of each of
the Banks;


 


                (c)           the source and timing of additional funds to fulfill the
consolidated organization’s and the Banks’ future capital requirements;


 


                (d)           supervisory requests for additional capital at the Banks
or the requirements of any supervisory action imposed on the Banks by their
appropriate federal regulator;


 


                (e)           the requirements of section 225.4(a) of Regulation Y
of the Board of Governors (12 C.F.R. § 225.4(a)) that the Companies serve as a
source of strength to the Banks; and


 


                (f)            procedures for the Companies to: (i) notify the
Reserve Bank, in writing, no more than 30 days after the end of any quarter in
which the Companies’ consolidated capital ratios or any of the Banks’ capital
rations (total risk-based, Tier 1 risk-based, or leverage) fall below the plan’s
minimum rations; and (ii) submit simultaneously to the Reserve  Bank an acceptable written plan that details
the steps the Companies will take to increase their and the Banks’ capital
ratios above the plan’s minimums.


 


Cash
Flow Projections


 


4.             Within 60 days of this Agreement,
the Companies shall submit to the Reserve Bank a written statement of the
Companies’ planned sources and uses of cash for debt service, operating
expenses, and other purposes (“Cash Flow Projection”) for 2009.  The Companies shall submit to the Reserve
Bank a Cash Flow Projection for each calendar year subsequent to 2009 at least
one month prior to the beginning of that calendar year.


 


3

















 


Affiliate
Transactions


 


5.             The Companies shall take all
necessary actions to ensure that the Banks comply with sections 23A and 23B of the
Federal Reserve Act (12 U.S.C. §§ 371c and 371c-1) and Regulation W of the
Board of Governors (12 C.F.R. Part 223) in all transactions between the
Banks and their affiliates, including, but not limited to the Companies.


 


Management
Fees


 


6.             (a)           The
Companies shall not: (i) increase any current fee or materially modify any
current written fee or service agreement or calculation between the Companies
and the Banks; or (ii) impose, levy or, in any other manner, charge the
Banks any new fees without the prior written approval of the Reserve Bank.  All requests for prior approval shall be
received by the Reserve Bank at least 30 days prior to the proposed effective
date of the change and shall be accompanied by documentation adequate to
provide the Reserve Bank with the details of each proposed increase or new fee,
including a description of the type of services to be rendered and proposed
benefits to the Banks.


 


(b)           Notwithstanding the requirements of
paragraph 6(a) of this Agreement, the Companies may continue to assess and
collect fees from the Banks without prior written approval of the Reserve Bank
if such fees are assessed and collected pursuant to the current intercompany
management fee agreements in effect on the date of this Agreement.  The Companies shall retain calculations to
support fees assessed and collected pursuant to this paragraph for subsequent
supervisory review.


 


Compliance
with Laws and Regulations


 


7.             (a)           In
appointing any new director or senior executive officer, or changing the
responsibilities of any senior executive officer so that the officer would
assume a different senior executive officer position, the Companies shall
comply with the notice provisions of section 32 of the FDI Act (12 U.S.C. §
1831i) and Subpart H of Regulation Y of the Board of Governors (12 C.F.R. §§
225.71 et seq.).


 


                (b)           The Companies shall comply with the restrictions on
indemnification and severance payments of section 18(k) of the FDI Act (12
U.S.C. § 1828(k)) and Part 359 of the Federal Deposit Insurance Corporation’s
regulations (12 C.F.R. Part 359).


 


Compliance
with the Agreement


 


8.             Within 30 days after the end of
each calendar quarter following the date of this Agreement, the board of
directors of Team Financial, Inc., shall submit to the Reserve Bank written
progress reports detailing the form and manner of all actions taken by the
Companies to secure compliance with this Agreement and the results thereof.


 


4

















 


Approval
and Implementation of Plan


 


9.             (a)           The
Companies shall submit a written capital plan that is acceptable to the Reserve
Bank within the applicable time period set forth in paragraph 3 of this
Agreement.


 


                (b)           Within 10 days of approval by the Reserve Bank, the
Companies shall adopt the approved capital plan.  Upon adoption, the Companies shall promptly
implement the approved plan, and thereafter fully comply with it.


 


                (c)           During the term of this Agreement, the approved capital
plan shall not be amended or rescinded without the prior written approval of
the Reserve Bank.


 


Communications


 


10.           All communications regarding this
Agreement shall be sent to:


 


	
   

  	
  (a)

  	
  Ms. Susan
  E. Zubradt

  
	
   

  	
   

  	
  Vice
  President

  
	
   

  	
   

  	
  Federal
  Reserve Bank of Kansas City

  
	
   

  	
   

  	
  1
  Memorial Drive

  
	
   

  	
   

  	
  Kansas
  City, Missouri 64198

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Ms. Connie
  Hart

  
	
   

  	
   

  	
  Chairman
  of the Board

  
	
   

  	
   

  	
  Team
  Financial, Inc.

  
	
   

  	
   

  	
  8
  West Peoria Street, Suite 200

  
	
   

  	
   

  	
  Paola,
  Kansas 66071

  



 


Miscellaneous


 


                11.           Notwithstanding
any provision of this Agreement, the Reserve Bank may, in its sole discretion,
grant written extensions of time to the Companies to comply with any provision
of this Agreement.


 


                12.           The provisions of this Agreement shall be binding upon the
Companies and their institution-affiliated parties, in their capacities as
such, and their successors and assigns.


 


                13.           Each provision of this Agreement shall remain effective
and enforceable until stayed, modified, terminated, or suspended in writing by
the Reserve Bank.


 


                14.           The provisions of this Agreement shall not bar, estop, or
otherwise prevent the Board of Governors, the Reserve Bank, or any other
federal or state agency from taking any other action affecting the Companies or
any of their current or former institution-affiliated parties and their
successors and assigns.


 


                15.           Pursuant to section 50 of the FDI Act (12 U.S.C. §
1831aa), this Agreement is enforceable by the Board of Governors under section
8 of the FDI Act (12 U.S.C. § 1818).


 


5

















 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the _21st day of November, 2008.


 


	
  TEAM
  FINANCIAL, INC.

  	
   

  	
  FEDERAL RESERVE BANK

  
	
   

  	
   

  	
  OF KANSAS CITY

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Connie Hart

  	
   

  	
  By:

  	
     /s/
  Susan E. Zubradt

  
	
  Connie Hart

  	
   

  	
  Susan
  E. Zubradt

  
	
  Chairman of the Board

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  POST
  BANCORP, INC.

  	
   

  	
  TEAM FINANCIAL ACQUISITION

  
	
   

  	
   

  	
  SUBSIDIARY, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Connie Hart

  	
   

  	
  By:

  	
  /s/
  Connie Hart

  
	
  Connie Hart

  	
   

  	
  Connie Hart

  
	
  Authorized Corporate Representative

  	
   

  	
  Authorized Corporate Representative

  



 


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