ex_101.htm


    
       

      BUSINESS
LOAN AGREEMENT

      


      
        	
                Principal

              	
                Loan
      Date

              	
                Maturity

              	
                Loan
      No

              	
                Call
      / Coll

              	
                Account

              	
                Officer

              	
                Initials

              


      

      


      
        	
                $6,000,000.00

              	
                06-30-2009

              	
                06-13-2014

              	
                48891LP

              	
                04A0
      / 17

              	
                87111489

              	
                11013

              	 
      


      

       

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

       

      
        	
                Borrower:

              	
                Prime
      Financial Corporation

                16
      S Pennsylvania Ave

                Oklahoma
      City, OK  73107

              	
                Lender:

              	
                INTRUST
      Bank, N.A.

                105
      N Main

                P.
      O. Box One

                Wichita,
      KS  67202

                (316)
      383-1111

              


      

       

      THIS
BUSINESS LOAN AGREEMENT dated June 30, 2009, is made and executed between Prime
Financial Corporation ("Borrower") and INTRUST Bank, N.A.  ("Lender")
on the following terms and conditions.  Borrower has received prior
commercial loans from Lender or has applied to Lender for a commercial loan or
loans or other financial accommodations, including those which may be described
on any exhibit or schedule attached to this Agreement.  Borrower
understands and agrees that:  (A)  in granting, renewing, or
extending any Loan, Lender is relying upon Borrower's representations,
warranties, and agreements as set forth in this
Agreement;  (B)  the granting, renewing, or extending of any
Loan by Lender at all times shall be subject to Lender's sole judgment and
discretion; and  (C)  all such Loans shall be and remain
subject to the terms and conditions of this Agreement.

       

      TERM.  This
Agreement shall be effective as of June 30, 2009, and shall continue in full
force and effect until such time as all of Borrower's Loans in favor of Lender
have been paid in full, including principal, interest, costs, expenses,
attorneys' fees, and other fees and charges, or until such time as the parties
may agree in writing to terminate this Agreement.

       

      CONDITIONS PRECEDENT TO EACH
ADVANCE.  Lender's obligation to make the initial Advance and
each subsequent Advance under this Agreement shall be subject to the fulfillment
to Lender's satisfaction of all of the conditions set forth in this Agreement
and in the Related Documents.

       

      Loan
Documents.  Borrower shall provide to Lender the following
documents for the Loan:  (1)  the
Note;  (2)  Security Agreements granting to Lender security
interests in the Collateral;  (3)  financing statements and
all other documents perfecting Lender's Security
Interests;  (4)  evidence of insurance as required
below;  (5)  guaranties;  (6)  together
with all such Related Documents as Lender may require for the Loan; all in form
and substance satisfactory to Lender and Lender's counsel.

       

      Borrower's
Authorization.  Borrower shall have provided in form and
substance satisfactory to Lender properly certified resolutions, duly
authorizing the execution and delivery of this Agreement, the Note and the
Related Documents.  In addition, Borrower shall have provided such
other resolutions, authorizations, documents and instruments as Lender or its
counsel, may require.

       

      Payment of Fees and
Expenses.  Borrower shall have paid to Lender all fees,
charges, and other expenses which are then due and payable as specified in this
Agreement or any Related Document.

       

      Representations and
Warranties.  The representations and warranties set forth in
this Agreement, in the Related Documents, and in any document or certificate
delivered to Lender under this Agreement are true and correct.

       

      No Event of
Default.  There shall not exist at the time of any Advance a
condition which would constitute an Event of Default under this Agreement or
under any Related Document.

       

      REPRESENTATIONS AND
WARRANTIES.  Borrower represents and warrants to Lender, as of
the date of this Agreement, as of the date of each disbursement of loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any Indebtedness exists:

       

      Organization.  Borrower
is a corporation for profit which is, and at all times shall be, duly organized,
validly existing, and in good standing under and by virtue of the laws of the
State of Oklahoma.  Borrower is duly authorized to transact business
in the states in which Borrower is doing business, having obtained all necessary
filings, governmental licenses and approvals for each state in which Borrower is
doing business.  Specifically, Borrower is, and at all times shall be,
duly qualified as a foreign corporation in all states in which the failure to so
qualify would have a material adverse effect on its business or financial
condition.  Borrower has the full power and authority to own its
properties and to transact the business in which it is presently engaged or
presently proposes to engage.  Borrower maintains an office at 16 S
Pennsylvania Ave, Oklahoma City, OK  73107.  Unless Borrower
has designated otherwise in writing, the principal office is the office at which
Borrower keeps its books and records including its records concerning the
Collateral.  Borrower will notify Lender prior to any change in the
location of Borrower's state of organization or any change in Borrower's
name.  Borrower shall do all things necessary to preserve and to keep
in full force and effect its existence, rights and privileges, and shall comply
with all regulations, rules, ordinances, statutes, orders and decrees of any
governmental or quasi-governmental authority or court applicable to Borrower and
Borrower's business activities.

       

      Assumed Business
Names.  Borrower has filed or recorded all documents or filings
required by law relating to all assumed business names used by
Borrower.  Excluding the name of Borrower, the following is a complete
list of all assumed business names under which Borrower does business:  None.

       

      Authorization.  Borrower's
execution, delivery, and performance of this Agreement and all the Related
Documents have been duly authorized by all necessary action by Borrower and do
not conflict with, result in a violation of, or constitute a default
under  (1)  any provision
of  (a)  Borrower's articles of incorporation or
organization, or bylaws, or  (b)  any agreement or other
instrument binding upon Borrower or  (2)  any law,
governmental regulation, court decree, or order applicable to Borrower or to
Borrower's properties.

       

      Financial
Information.  Each of Borrower's financial statements supplied
to Lender truly and completely disclosed Borrower's financial condition as of
the date of the statement, and there has been no material adverse change in
Borrower's financial condition subsequent to the date of the most recent
financial statement supplied to Lender.  Borrower has no material
contingent obligations except as disclosed in such financial
statements.

       

      
        
          
          

        

        
          Page 1 of
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      Legal Effect.  This
Agreement constitutes, and any instrument or agreement Borrower is required to
give under this Agreement when delivered will constitute legal, valid, and
binding obligations of Borrower enforceable against Borrower in accordance with
their respective terms.

       

      Properties.  Except
as contemplated by this Agreement or as previously disclosed in Borrower's
financial statements or in writing to Lender and as accepted by Lender, and
except for property tax liens for taxes not presently due and payable, Borrower
owns and has good title to all of Borrower's properties.  All of
Borrower's properties are titled in Borrower's legal name, and Borrower has not
used or filed a financing statement under any other name for at least the last
five (5) years.

       

      Hazardous
Substances.  Except as disclosed to and acknowledged by Lender
in writing, Borrower represents and warrants
that:  (1)  During the period of Borrower's ownership of the
Collateral, there has been no use, generation, manufacture, storage, treatment,
disposal, release or threatened release of any Hazardous Substance by any person
on, under, about or from any of the
Collateral.  (2)  Borrower has no knowledge of, or reason to
believe that there has been  (a)  any breach or violation of
any Environmental Laws;  (b)  any use, generation,
manufacture, storage, treatment, disposal, release or threatened release of any
Hazardous Substance on, under, about or from the Collateral by any prior owners
or occupants of any of the Collateral; or  (c)  any actual
or threatened litigation or claims of any kind by any person relating to such
matters.  (3)  Neither Borrower nor any tenant, contractor,
agent or other authorized user of any of the Collateral shall use, generate,
manufacture, store, treat, dispose of or release any Hazardous Substance on,
under, about or from any of the Collateral; and any such activity shall be
conducted in compliance with all applicable federal, state, and local laws,
regulations, and ordinances, including without limitation all Environmental
Laws.  Borrower authorizes Lender and its agents to enter upon the
Collateral to make such inspections and tests as Lender may deem appropriate to
determine compliance of the Collateral with this section of the
Agreement.  Any inspections or tests made by Lender shall be at
Borrower's expense and for Lender's purposes only and shall not be construed to
create any responsibility or liability on the part of Lender to Borrower or to
any other person.  The representations and warranties contained herein
are based on Borrower's due diligence in investigating the Collateral for
hazardous waste and Hazardous Substances.  Borrower
hereby  (1)  releases and waives any future claims against
Lender for indemnity or contribution in the event Borrower becomes liable for
cleanup or other costs under any such laws, and  (2)  agrees
to indemnify, defend, and hold harmless Lender against any and all claims,
losses, liabilities, damages, penalties, and expenses which Lender may directly
or indirectly sustain or suffer resulting from a breach of this section of the
Agreement or as a consequence of any use, generation, manufacture, storage,
disposal, release or threatened release of a hazardous waste or substance on the
Collateral.  The provisions of this section of the Agreement,
including the obligation to indemnify and defend, shall survive the payment of
the Indebtedness and the termination, expiration or satisfaction of this
Agreement and shall not be affected by Lender's acquisition of any interest in
any of the Collateral, whether by foreclosure or otherwise.

       

      Litigation and
Claims.  No litigation, claim, investigation, administrative
proceeding or similar action (including those for unpaid taxes) against Borrower
is pending or threatened, and no other event has occurred which may materially
adversely affect Borrower's financial condition or properties, other than
litigation, claims, or other events, if any, that have been disclosed to and
acknowledged by Lender in writing.

       

      Taxes.  To the best
of Borrower's knowledge, all of Borrower's tax returns and reports that are or
were required to be filed, have been filed, and all taxes, assessments and other
governmental charges have been paid in full, except those presently being or to
be contested by Borrower in good faith in the ordinary course of business and
for which adequate reserves have been provided.

       

      Lien
Priority.  Unless otherwise previously disclosed to Lender in
writing, Borrower has not entered into or granted any Security Agreements, or
permitted the filing or attachment of any Security Interests on or affecting any
of the Collateral directly or indirectly securing repayment of Borrower's Loan
and Note, that would be prior or that may in any way be superior to Lender's
Security Interests and rights in and to such Collateral.

       

      Binding
Effect.  This Agreement, the Note, all Security Agreements (if
any), and all Related Documents are binding upon the signers thereof, as well as
upon their successors, representatives and assigns, and are legally enforceable
in accordance with their respective terms.

       

      AFFIRMATIVE
COVENANTS.  Borrower covenants and agrees with Lender that, so
long as this Agreement remains in effect, Borrower will:

       

      Notices of Claims and
Litigation.  Promptly inform Lender in writing
of  (1)  all material adverse changes in Borrower's
financial condition, and  (2)  all existing and all
threatened litigation, claims, investigations, administrative proceedings or
similar actions affecting Borrower or any Guarantor which could materially
affect the financial condition of Borrower or the financial condition of any
Guarantor.

       

      Financial
Records.  Maintain its books and records in accordance with
GAAP, applied on a consistent basis, and permit Lender to examine and audit
Borrower's books and records at all reasonable times.

       

      Financial
Statements.  Furnish Lender with the following:

       

      Additional
Requirements.

      1.
Provide annual financial statement on borrower within 100 days of
year-end.

      2.
Provide quarterly financial statement on borrower within 60 days of
quarter-end.

      3.
Provide audited annual financial statement on guarantor within 100 days of
year-end.

       

      All
financial reports required to be provided under this Agreement shall be prepared
in accordance with GAAP, applied on a consistent basis, and certified by
Borrower as being true and correct.

       

      Additional
Information.  Furnish such additional information and
statements, as Lender may request from time to time.

       

      Insurance.  Maintain
fire and other risk insurance, public liability insurance, and such other
insurance as Lender may reasonably require with respect to Borrower's properties
and operations, in form, amounts, coverages and with insurance companies
acceptable to Lender.  Borrower, upon request of Lender, will deliver
to Lender from time to time the policies or certificates of insurance in form
satisfactory to Lender, including stipulations that coverages will not be
cancelled or diminished without at least ten (10) days prior written notice to
Lender.  Each insurance policy also shall include an endorsement
providing that coverage in favor of Lender will not be impaired in any way by
any act, omission or default of Borrower or any other person.  In
connection with all policies covering assets in which Lender holds or is offered
a security interest for the Loans, Borrower will provide Lender with such
lender's loss payable or other endorsements as Lender may require.

       

      Insurance
Reports.  Furnish to Lender, upon request of Lender, reports on
each existing insurance policy showing such information as Lender may reasonably
request, including without limitation the
following:  (1)  the name of the
insurer;  (2)  the risks
insured;  (3)  the amount of the
policy;  (4)  the properties insured; and (5)  the
expiration date of the policy.  .

       

      
        
          
          

        

        
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      Guaranties.  Prior
to disbursement of any Loan proceeds, furnish executed guaranties of the Loans
in favor of Lender, executed by the guarantor named below, on Lender's forms,
and in the amount and under the conditions set forth in those
guaranties.

       

      
        Name of
Guarantor                 Amount

         

      

                      LSB Industries,
Inc.                           All
Indebtedness under Loan #4889LP

      
        
        

      

       

      Other
Agreements.  Comply with all terms and conditions of all other
material agreements, whether now or hereafter existing, between Borrower and any
other party and notify Lender immediately in writing of any default in
connection with any other such agreements.

       

      Loan Proceeds.  Use
all Loan proceeds solely for Borrower's business operations, unless specifically
consented to the contrary by Lender in writing.

       

      Taxes, Charges and
Liens.  Pay and discharge when due all of its indebtedness and
obligations, including without limitation all assessments, taxes, governmental
charges, levies and liens, of every kind and nature, imposed upon Borrower or
its properties, income, or profits, prior to the date on which penalties would
attach, and all lawful claims that, if unpaid, might become a lien or charge
upon any of Borrower's properties, income, or profits.  Provided
however, Borrower will not be required to pay and discharge any such assessment,
tax, charge, levy, lien or claim so long as  (1)  the
legality of the same shall be contested in good faith by appropriate
proceedings, and  (2)  Borrower shall have established on
Borrower's books adequate reserves with respect to such contested assessment,
tax, charge, levy, lien, or claim in accordance with GAAP.

       

      Performance.  Perform
and comply, in a timely manner, with all terms, conditions, and provisions set
forth in this Agreement, in the Related Documents, and in all other instruments
and agreements between Borrower and Lender.  Borrower shall notify
Lender immediately in writing of any default in connection with any
agreement.

       

      Operations.  Maintain
executive and management personnel with substantially the same qualifications
and experience as the present executive and management personnel; conduct its
business affairs in a reasonable and prudent manner.

       

      Environmental
Studies.  Promptly conduct and complete, at Borrower's expense,
all such investigations, studies, samplings and testings as may be requested by
Lender or any governmental authority relative to any substance, or any waste or
by-product of any substance defined as toxic or a hazardous substance under
applicable federal, state, or local law, rule, regulation, order or directive,
at or affecting any property or any facility owned, leased or used by
Borrower.

       

      Compliance with Governmental
Requirements.  Comply with all laws, ordinances, and
regulations, now or hereafter in effect, of all governmental authorities
applicable to the conduct of Borrower's properties, businesses and operations,
and to the use or occupancy of the Collateral, including without limitation, the
Americans With Disabilities Act.  Borrower may contest in good faith
any such law, ordinance, or regulation and withhold compliance during any
proceeding, including appropriate appeals, so long as Borrower has notified
Lender in writing prior to doing so and so long as, in Lender's sole opinion,
Lender's interests in the Collateral are not jeopardized.  Lender may
require Borrower to post adequate security or a surety bond, reasonably
satisfactory to Lender, to protect Lender's interest.

       

      Inspection.  Permit
employees or agents of Lender at any reasonable time to inspect any and all
Collateral for the Loan or Loans and Borrower's other properties and to examine
or audit Borrower's books, accounts, and records and to make copies and
memoranda of Borrower's books, accounts, and records.  If Borrower now
or at any time hereafter maintains any records (including without limitation
computer generated records and computer software programs for the generation of
such records) in the possession of a third party, Borrower, upon request of
Lender, shall notify such party to permit Lender free access to such records at
all reasonable times and to provide Lender with copies of any records it may
request, all at Borrower's expense.

       

      Compliance
Certificates.  Upon request in writing by Lender, provide
Lender at least annually, with a certificate executed by Borrower's chief
financial officer, or other officer or person acceptable to Lender, certifying
that the representations and warranties set forth in this Agreement are true and
correct as of the date of the certificate and further certifying that, as of the
date of the certificate, no Event of Default exists under this
Agreement.

       

      Environmental Compliance and
Reports.  Borrower shall comply in all respects with any and
all Environmental Laws; not cause or permit to exist, as a result of an
intentional or unintentional action or omission on Borrower's part or on the
part of any third party, on property owned and/or occupied by Borrower, any
environmental activity where damage may result to the environment, unless such
environmental activity is pursuant to and in compliance with the conditions of a
permit issued by the appropriate federal, state or local governmental
authorities; shall furnish to Lender promptly and in any event within thirty
(30) days after receipt thereof a copy of any notice, summons, lien, citation,
directive, letter or other communication from any governmental agency or
instrumentality concerning any intentional or unintentional action or omission
on Borrower's part in connection with any environmental activity whether or not
there is damage to the environment and/or other natural resources.

       

      Additional
Assurances.  Make, execute and deliver to Lender such
promissory notes, mortgages, deeds of trust, security agreements, assignments,
financing statements, instruments, documents and other agreements as Lender or
its attorneys may reasonably request to evidence and secure the Loans and to
perfect all Security Interests.

       

      LENDER'S
EXPENDITURES.  If any action or proceeding is commenced that
would materially affect Lender's interest in the Collateral or if Borrower fails
to comply with any provision of this Agreement or any Related Documents,
including but not limited to Borrower's failure to discharge or pay when due any
amounts Borrower is required to discharge or pay under this Agreement or any
Related Documents, Lender on Borrower's behalf may (but shall not be obligated
to) take any action that Lender deems appropriate, including but not limited to
discharging or paying all taxes, liens, security interests, encumbrances and
other claims, at any time levied or placed on any Collateral and paying all
costs for insuring, maintaining and preserving any Collateral.  All
such expenditures incurred or paid by Lender for such purposes will then bear
interest at the rate charged under the Note from the date incurred or paid by
Lender to the date of repayment by Borrower.  All such expenses will
become a part of the Indebtedness and, at Lender's option,
will  (A)  be payable on
demand;  (B)  be added to the balance of the Note and be
apportioned among and be payable with any installment payments to become due
during either  (1)  the term of any applicable insurance
policy; or  (2)  the remaining term of the Note;
or  (C)  be treated as a balloon payment which will be due
and payable at the Note's maturity.  If Lender is required by law to
give Borrower notice before or after Lender makes an expenditure, Borrower
agrees that notice sent by regular mail at least five (5) days before the
expenditure is made or notice delivered two (2) days before the expenditure is
made is sufficient, and that notice within sixty (60) days after the expenditure
is made is reasonable.

       

      
        
          
          

        

        
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      NEGATIVE
COVENANTS.  Borrower covenants and agrees with Lender that
while this Agreement is in effect, Borrower shall not, without the prior written
consent of Lender:

       

      Indebtedness and
Liens.  Sell, transfer, mortgage, assign, pledge, lease, grant
a security interest in, or encumber any of the Collateral (except as allowed by
Lender.

       

      Continuity of
Operations.  (1)  Engage in any business activities
substantially different than those in which Borrower is presently engaged, or
(2)  cease operations, liquidate, merge, transfer, acquire or
consolidate with any other entity, change its name, dissolve or transfer or sell
Collateral out of the ordinary course of business

       

      Agreements.  Borrower
will not enter into any agreement containing any provisions which would be
violated or breached by the performance of Borrower's obligations under this
Agreement or in connection herewith.

       

      CESSATION OF
ADVANCES.  If Lender has made any commitment to make any Loan
to Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds
if:  (A)  Borrower or any Guarantor is in default under the
terms of this Agreement or any of the Related Documents or any other agreement
that Borrower or any Guarantor has with
Lender;  (B)  Borrower or any Guarantor dies, becomes
incompetent or becomes insolvent, files a petition in bankruptcy or similar
proceedings, or is adjudged a bankrupt;  (C)  there occurs a
material adverse change in Borrower's financial condition, in the financial
condition of any Guarantor, or in the value of any Collateral securing any Loan;
or  (D)  any Guarantor seeks, claims or otherwise attempts
to limit, modify or revoke such Guarantor's guaranty of the Loan or any other
loan with Lender; or  (E)  Lender in good faith deems itself
insecure, even though no Event of Default shall have occurred.

       

      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 holds jointly with
someone else and 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 Indebtedness 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.

       

      DEFAULT.  Each of
the following shall constitute an Event of Default under this
Agreement:

       

      Payment
Default.  Borrower fails to make any payment when due under the
Loan that is not cured within 2 business days after notice.

       

      Other
Defaults.  Borrower fails to comply with or to perform any
other term, obligation, covenant or condition contained in this Agreement 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 that is not cured within 10 business days after
notice.

       

      Default in Favor of Third
Parties.  Borrower or any Grantor defaults, which default has
not been waived or cured, 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 or any
Grantor's property or Borrower's or any Grantor's ability to repay the Loans or
perform their respective obligations under this Agreement 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 Agreement 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 that is not dismissed within 60
days.

       

      Defective
Collateralization.  This Agreement or any of the Related
Documents ceases to be in full force and effect (including failure of any
collateral document to create a valid and perfected security interest or lien)
at any time and for any reason.

       

      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 of any of the Indebtedness or any Guarantor dies or becomes
incompetent, or revokes or disputes the validity of, or liability under, any
Guaranty of the Indebtedness.

       

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

       

      Insecurity.  Lender
in good faith believes itself insecure.

       

      EFFECT OF AN EVENT OF
DEFAULT.  If any Event of Default shall occur, except where
otherwise provided in this Agreement or the Related Documents, all commitments
and obligations of Lender under this Agreement or the Related Documents or any
other agreement immediately will terminate (including any obligation to make
further Loan Advances or disbursements), and, at Lender's option, all
Indebtedness immediately will become due and payable, all without notice of any
kind to Borrower, except that in the case of an Event of Default of the type
described in the "Insolvency" subsection above, such acceleration shall be
automatic and not optional.  In addition, Lender shall have all the
rights and remedies provided in the Related Documents or available at law, in
equity, or otherwise.  Except as may be prohibited by applicable law,
all of Lender's rights and remedies shall be cumulative and may be exercised
singularly or concurrently.  Election by Lender to pursue any remedy
shall not exclude pursuit of any other remedy, and an election to make
expenditures or to take action to perform an obligation of Borrower or of any
Grantor shall not affect Lender's right to declare a default and to exercise its
rights and remedies.

       

      
        
          
          

        

        
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      MISCELLANEOUS
PROVISIONS.  The following miscellaneous provisions are a part
of this Agreement:

       

      Amendments.  This
Agreement, together with any Related Documents, constitutes the entire
understanding and agreement of the parties as to the matters set forth in this
Agreement.  All prior and contemporaneous representations and
discussions concerning such matters either are included in this document or do
not constitute an aspect of the agreement of the parties.  Except as
may be specifically set forth in this Agreement, no conditions precedent or
subsequent, of any kind whatsoever, exist with respect to Borrower's obligations
under this Agreement.  No alteration of or amendment to this Agreement
shall be effective unless given in writing and signed by the party or parties
sought to be charged or bound by the alteration or amendment.

       

      Attorneys' Fees;
Expenses.  Borrower agrees to pay upon demand all of Lender's
costs and expenses, including Lender's attorneys' fees and Lender's legal
expenses, incurred in connection with the enforcement of this
Agreement.  Lender may hire or pay someone else to help enforce this
Agreement, and Borrower shall pay the costs and expenses of such
enforcement.  Costs and expenses include Lender's attorneys' fees and
legal expenses whether or not there is a lawsuit, including attorneys' fees and
legal expenses for bankruptcy proceedings (including efforts to modify or vacate
any automatic stay or injunction), appeals, and any anticipated post-judgment
collection services.  Borrower also shall pay all court costs and such
additional fees as may be directed by the court.

       

      Caption
Headings.  Caption headings in this Agreement are for
convenience purposes only and are not to be used to interpret or define the
provisions of this Agreement.

       

      Consent to Loan
Participation.  Borrower agrees and consents to Lender's sale
or transfer, whether now or later, of one or more participation interests in the
Loan to one or more purchasers, whether related or unrelated to
Lender.  Lender may provide, without any limitation whatsoever, to any
one or more purchasers, or potential purchasers, any information or knowledge
Lender may have about Borrower or about any other matter relating to the Loan,
and Borrower hereby waives any rights to privacy Borrower may have with respect
to such matters.  Borrower additionally waives any and all notices of
sale of participation interests, as well as all notices of any repurchase of
such participation interests.  Borrower also agrees that the
purchasers of any such participation interests will be considered as the
absolute owners of such interests in the Loan and will have all the rights
granted under the participation agreement or agreements governing the sale of
such participation interests.  Borrower further waives all rights of
offset or counterclaim that it may have now or later against Lender or against
any purchaser of such a participation interest and unconditionally agrees that
either Lender or such purchaser may enforce Borrower's obligation under the Loan
irrespective of the failure or insolvency of any holder of any interest in the
Loan.  Borrower further agrees that the purchaser of any such
participation interests may enforce its interests irrespective of any personal
claims or defenses that Borrower may have against Lender.

       

      Governing
Law.  With respect to interest (as defined by federal law) this
Agreement will be governed by federal law applicable to Lender and, to the
extent not preempted by federal law, the laws of the State of Kansas without
regard to its conflicts of laws provisions.  In all other respects,
this Agreement will be governed by federal law applicable to Lender and, to the
extent not preempted by federal law, the laws of the State of Oklahoma without
regard to its conflicts of law provisions. The loan transaction that is
evidenced by the Note and this Agreement has been approved, made, and funded,
and all necessary loan documents have been accepted by Lender in the State of
Kansas.

       

      Choice of Venue.  If
there is a lawsuit, Borrower agrees upon Lender's request to submit to the
jurisdiction of the courts of Sedgwick County, State of Kansas.

       

      No Waiver by
Lender.  Lender shall not be deemed to have waived any rights
under this Agreement unless such waiver is given in writing and signed by
Lender.  No delay or omission on the part of Lender in exercising any
right shall operate as a waiver of such right or any other right.  A
waiver by Lender of a provision of this Agreement shall not prejudice or
constitute a waiver of Lender's right otherwise to demand strict compliance with
that provision or any other provision of this Agreement.  No prior
waiver by Lender, nor any course of dealing between Lender and Borrower, or
between Lender and any Grantor, shall constitute a waiver of any of Lender's
rights or of any of Borrower's or any Grantor's obligations as to any future
transactions.  Whenever the consent of Lender is required under this
Agreement, the granting of such consent by Lender in any instance shall not
constitute continuing consent to subsequent instances where such consent is
required and in all cases such consent may be granted or withheld in the sole
discretion of Lender.

       

      Notices.  To the
extent permitted by applicable law, any notice required to be given under this
Agreement shall be given in writing, and shall be effective when actually
delivered, when actually received by telefacsimile (unless otherwise required by
law), when deposited with a nationally recognized overnight courier, or, if
mailed, when deposited in the United States mail, as first class, certified or
registered mail postage prepaid, directed to the addresses shown near the
beginning of this Agreement.  Any party may change its address for
notices under this Agreement by giving formal written notice to the other
parties, specifying that the purpose of the notice is to change the party's
address.  For notice purposes, Borrower agrees to keep Lender informed
at all times of Borrower's current address.  To the extent permitted
by applicable law, if there is more than one Borrower, any notice given by
Lender to any Borrower is deemed to be notice given to all
Borrowers.

       

      Severability.  If a
court of competent jurisdiction finds any provision of this Agreement to be
illegal, invalid, or unenforceable as to any circumstance, that finding shall
not make the offending provision illegal, invalid, or unenforceable as to any
other circumstance.  If feasible, the offending provision shall be
considered modified so that it becomes legal, valid and
enforceable.  If the offending provision cannot be so modified, it
shall be considered deleted from this Agreement.  Unless otherwise
required by law, the illegality, invalidity, or unenforceability of any
provision of this Agreement shall not affect the legality, validity or
enforceability of any other provision of this Agreement.

       

      Successors and
Assigns.  All covenants and agreements by or on behalf of
Borrower contained in this Agreement or any Related Documents shall bind
Borrower's successors and assigns and shall inure to the benefit of Lender and
its successors and assigns.  Borrower shall not, however, have the
right to assign Borrower's rights under this Agreement or any interest therein,
without the prior written consent of Lender.

       

      Survival of Representations and
Warranties.  Borrower understands and agrees that in making the
Loan, Lender is relying on all representations, warranties, and covenants made
by Borrower in this Agreement or in any certificate or other instrument
delivered by Borrower to Lender under this Agreement or the Related
Documents.  Borrower further agrees that regardless of any
investigation made by Lender, all such representations, warranties and covenants
will survive the making of the Loan and delivery to Lender of the Related
Documents, shall be continuing in nature, and shall remain in full force and
effect until such time as Borrower's Indebtedness shall be paid in full, or
until this Agreement shall be terminated in the manner provided above, whichever
is the last to occur.

       

      Time is of the
Essence.  Time is of the essence in the performance of this
Agreement.

       

      
        
          
          

        

        
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      Waive
Jury.  All parties to this Agreement hereby waive the right to any
jury trial in any action, proceeding, or counterclaim brought by any party
against any other party.

       

      DEFINITIONS.  The
following capitalized words and terms shall have the following meanings when
used in this Agreement.  Unless specifically stated to the contrary,
all references to dollar amounts shall mean amounts in lawful money of the
United States of America.  Words and terms used in the singular shall
include the plural, and the plural shall include the singular, as the context
may require.  Words and terms not otherwise defined in this Agreement
shall have the meanings attributed to such terms in the Uniform Commercial
Code.  Accounting words and terms not otherwise defined in this
Agreement shall have the meanings assigned to them in accordance with generally
accepted accounting principles as in effect on the date of this
Agreement:

       

      Advance.  The word
"Advance" means a disbursement of Loan funds made, or to be made, to Borrower or
on Borrower's behalf on a line of credit or multiple advance basis under the
terms and conditions of this Agreement.

       

      Agreement.  The word
"Agreement" means this Business Loan Agreement, as this Business Loan Agreement
may be amended or modified from time to time, together with all exhibits and
schedules attached to this Business Loan Agreement from time to
time.

       

      Borrower.  The word
"Borrower" means Prime Financial Corporation and includes all co-signers and
co-makers signing the Note and all their successors and assigns.

       

      Collateral.  The
word "Collateral" means all property and assets granted as collateral security
for a Loan, whether real or personal property, whether granted directly or
indirectly, whether granted now or in the future, and whether granted in the
form of a security interest, mortgage, collateral mortgage, deed of trust,
assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage,
chattel trust, factor's lien, equipment trust, conditional sale, trust receipt,
lien, charge, lien or title retention contract, lease or consignment intended as
a security device, or any other security or lien interest whatsoever, whether
created by law, contract, or otherwise.

       

      Environmental
Laws.  The words "Environmental Laws" mean any and all state,
federal and local statutes, regulations and ordinances relating to the
protection of human health or the environment, including without limitation the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments
and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous
Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other
applicable state or federal laws, rules, or regulations adopted pursuant
thereto.

       

      Event of
Default.  The words "Event of Default" mean any of the events
of default set forth in this Agreement in the default section of this Agreement
that are not timely cured.

       

      GAAP.  The word
"GAAP" means generally accepted accounting principles.

       

      Grantor.  The word
"Grantor" means Borrower.

       

      Guarantor.  The word
"Guarantor" means any guarantor, surety, or accommodation party of any or all of
the Loan.

       

      Guaranty.  The word
"Guaranty" means the guaranty from Guarantor to Lender, including without
limitation a guaranty of all or part of the Note.

       

      Hazardous
Substances.  The words "Hazardous Substances" mean materials
that, because of their quantity, concentration or physical, chemical or
infectious characteristics, may cause or pose a present or potential hazard to
human health or the environment when improperly used, treated, stored, disposed
of, generated, manufactured, transported or otherwise handled.  The
words "Hazardous Substances" are used in their very broadest sense and include
without limitation any and all hazardous or toxic substances, materials or waste
as defined by or listed under the Environmental Laws.  The term
"Hazardous Substances" also includes, without limitation, petroleum and
petroleum by-products or any fraction thereof and asbestos.

       

      Indebtedness.  The
word "Indebtedness" means the indebtedness evidenced by the Note or Related
Documents, including all principal and interest together with all other
indebtedness and costs and expenses for which Borrower is responsible under this
Agreement or under any of the Related Documents.

       

      Lender.  The word
"Lender" means INTRUST Bank, N.A., its successors and assigns.

       

      Loan.  The word
"Loan" means any and all loans and financial accommodations from Lender to
Borrower under the Note.

       

      Note.  The word
"Note" means the Note executed by Prime Financial Corporation in the principal
amount of $6,000,000.00 dated June 30, 2009, together with all renewals of,
extensions of, modifications of, refinancings of, consolidations of, and
substitutions for the note or credit agreement.

       

      Related
Documents.  The words "Related Documents" mean all promissory
notes, credit agreements, loan agreements, environmental agreements, guaranties,
security agreements, mortgages, deeds of trust, security deeds, collateral
mortgages, and all other instruments, agreements and documents, whether now or
hereafter existing, executed in connection with the Loan.

       

      Security
Agreement.  The words "Security Agreement" mean and include
without limitation any agreements, promises, covenants, arrangements,
understandings or other agreements, whether created by law, contract, or
otherwise, evidencing, governing, representing, or creating a Security
Interest.

       

      Security
Interest.  The words "Security Interest" mean, without
limitation, any and all types of collateral security, present and future,
whether in the form of a lien, charge, encumbrance, mortgage, deed of trust,
security deed, assignment, pledge, crop pledge, chattel mortgage, collateral
chattel mortgage, chattel trust, factor's lien, equipment trust, conditional
sale, trust receipt, lien or title retention contract, lease or consignment
intended as a security device, or any other security or lien interest whatsoever
whether created by law, contract, or otherwise.

       

      ADDITIONAL PROVISION. Notwithstanding any
provision to the contrary, Borrower may lease the collateral to borrower’s
affiliates and file financing statements to reflect Borrower’s interest as
lessor therein, provided that such Collateral shall be located at the lessees’
facilities, and provided further, that any perfected security interest resulting
therefrom shall be junior and subordinate to that of Lender.

       

      BORROWER
ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND
BORROWER AGREES TO ITS TERMS.  THIS BUSINESS LOAN AGREEMENT IS DATED
JUNE 30, 2009.

       

      
        
          
          

        

        
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      BORROWER:

       

      PRIME
FINANCIAL CORPORATION

      


      


      By:
_____________________________________________

      Tony
Shelby, Vice President of Prime Financial Corporation

       

      LENDER:

       

      INTRUST
BANK, N.A.

      


      


      By:
_____________________________________________

      Authorized
Signer

      


       

      
        
          
          

        

        
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