Exhibit 10.33


 


AMENDMENT TO REVOLVING CREDIT AGREEMENT AND NOTE


 


THIS AMENDMENT TO REVOLVING
CREDIT AGREEMENT AND NOTE (this “Amendment”) date as of October 15, 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 the Bank in the principal amount of up to $6,000,000
(subsequently decreased to $4,000,000) (as amended, the “Note”).


 


B.            This 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 Statements
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 June 30, 2008); 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.  The
Agreement is amended as follows:


 


(a)           The first sentence of Section 2.1 of the
Agreement is deleted and substituted with the following: “From time to time
prior to January 31, 2009, 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).”


 


(b)           The following is added to the end of Section 4.14
of the Agreement: “In addition, Borrower shall provide Bank with the following
information, all in the form acceptable to Bank:


 


(i)            monthly financial statements of Borrower and
Subsidiary Banks (to be delivered no later than the twentieth day of each
month);


 


(ii)           semi-monthly reports (to be delivered to Bank
no later than the fifteenth and last days each month), each of which shall
include a summary of the status of Subsidiary Banks’ compliance with the terms
of the Consent Orders (defined below), a summary of the status of Borrower’s
attempts to raise capital, and a liquidity report;


 


(iii)          monthly status reports concerning the
Strategic Plans (as defined in the Consent Agreements), to be delivered to Bank
no later than the twentieth day of each month, with the final, approved Status
Reports to be delivered to Bank no later than December 31, 2008;


 


(iv)          copies of each report and schedule to be
prepared by Subsidiary Banks pursuant to Article V of the Consent
Agreements, including all weekly and monthly liquidity management reports (to
be delivered to Bank immediately upon completion of same):


 


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(v)           a summary report regarding the loan review
performed by BKD, LLP (to be delivered to Bank within five (5) days after
receipt of same, but not later than November 30, 2008; and


 


(vi)          upon request, a capital analysis report for
Subsidiary Banks.”


 


(c)           The following is added to the Agreement as
new Section 4.16(c):


 


“(c)         Borrower shall provide Bank with advance
written notice of any proposed increase by a Subsidiary Bank to increase its
loan loss reserve.”


 


(d)           The following is added to the Agreement as
new Section 4.21:


 


“4.21       Consent Orders.  Borrower shall comply with and/or shall cause each Subsidiary Bank to comply with all
terms and conditions set forth in: (a) the Consent Orders dated as of September 2,
2008 and September 3, 2008 respectively, issued by the Comptroller of the
Currency, and consented to by Subsidiary Banks (collectively, the “Consent Orders”) including but not limited to, the required
minimum capital levels described in Article III of the Consent Orders; and
(b) any enforcement agreement entered into by Borrower and The Board of
Governors of The Federal Reserve System (each, a “Federal
Reserve Agreement”); provided that the terms and conditions of any
Federal Reserve Agreement must be substantially similar to the terms and
conditions of the Consent Orders.  The
failure by Subsidiary Banks to comply with the terms and conditions of the
Consent Orders or the failure by Borrower to comply with the terms and
conditions of any Federal Reserve Agreement shall be an event of default under
this Agreement”.


 


3.             Amendment to Note.  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 January 31,
2009 (the “Maturity Date”).”


 


4.             Waiver.   Bank waives the event of default
under Section 6.1(h) the Agreement caused solely by Subsidiary Banks
entering into the Consent Agreements.  The
waiver described in the preceding sentence shall not be deemed to apply to any
other or future terms, provisions, conditions or covenants of the Agreement, as
amended by this Amendment, or to any other event of default, if any, existing
under the Agreement, and shall not create any expectation on the part of
Borrower of any other or similar waiver(s) of any provision of the
Agreement in the future.


 


5.             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.


 


6.             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 herby
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.


 


7.             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.


 


8.             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


 


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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.


 


9.             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.


 


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


 


11.          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
ACCOMODATION IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF CREDIT,
OR ANY AMENDMENT OF , CANCELLATION OF, WIAVER 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.


 


12.          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 Amendement, duly executed by Borrower;


 


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


 


(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.


 


	
   

  	
   

  	
  Borrower:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Team
  Financial, Inc.

  
	
   

  	
   

  	
  By:

  	
  /s/
  Bruce R. Vance

  
	
   

  	
   

  	
  Bruce
  R. Vance, Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bank:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  U.S.
  Bank N.A.

  
	
   

  	
   

  	
  By:

  	
  /s/
  Timothy N. Scheer

  
	
   

  	
   

  	
  Timothy
  N. Scheer, Vice President

  



 


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