Exhibit 10.15


 


REVOLVING
CREDIT AGREEMENT


 


This Revolving Credit Agreement (the “Agreement”)
is made and entered into as of the date set forth below by and between the
undersigned borrower (the “Borrower”)
and U.S. Bank, N.A. (the “Bank”).


 


ARTICLE I
DEFINITIONS


 


1.1                                 Definitions.  Except as otherwise provided, all accounting terms will be
construed in accordance with generally accepted accounting principles
consistently applied and consistent with those applied in the preparation of
the financial statements referred to in paragraph 4.14, and financial data
submitted pursuant to this Agreement will be prepared in accordance with such
principles.  As used herein:


 


	
  (a)

  	
   

  	
  “Assets”
  means the sum of all assets including Loan Loss Reserves of the Subsidiary
  Bank determined in accordance with generally accepted accounting principles
  applicable to banks, consistently applied.

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  “Adjusted Assets”
  means the sum of all assets excluding Loan Loss Reserve and intangibles of
  the Subsidiary Bank determined in accordance with generally accepted
  accounting principles applicable to banks, consistently applied.

  
	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  “Loan Loss Reserves”
  means the loan loss reserves of the Subsidiary Bank as reported in the most
  recent call reports of the Subsidiary Bank.

  
	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  “Debt Service Coverage Ratio”
  means (b) “Debt Service Coverage Ratio” means, for any period of
  determination, the ratio of (i) the consolidated net income of the Borrower
  and its Subsidiaries, plus goodwill amortization expense of the Borrower and
  its Subsidiaries, plus interest expense of the Borrower, minus cash dividends
  of the Borrower; to (ii) interest expense of the Borrower, plus all required
  principal payments in respect of the indebtedness of the Borrower, and in
  each case as calculated in accordance with generally accepted accounting
  principles.

  
	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  “Nonperforming Loans”
  means the sum of (i) those loans 90 days or more past due (either principal
  or interest) and (ii) those loans classified as “non-accrual” or
  “renegotiated” as reported in the most recent call reports of the Subsidiary
  Bank.

  
	
   

  	
   

  	
   

  
	
  (f)

  	
   

  	
  “Other Real Estate”
  means the value of all real estate owned by the Subsidiary Bank and (i)
  classified as such by the examiners of any Regulatory Authority as reported
  in the most recent examination reports of the Subsidiary Bank or (ii) listed
  as such in the most recent report to any Regulatory Authority, whichever is
  most current.

  
	
   

  	
   

  	
   

  
	
  (g)

  	
   

  	
  “Primary Capital”
  means the sum of Total Tangible Equity and Loan Loss Reserves.

  
	
   

  	
   

  	
   

  
	
  (h)

  	
   

  	
  “Regulatory Authority”
  means any state, federal or other authority, agency or instrumentality
  including, without limitation, the Comptroller of the Currency, Federal
  Deposition Insurance Corporation, Federal Reserve Board and Office of Thrift
  Supervision, responsible for examination and oversight of the Borrower or any
  Subsidiary.

  
	
   

  	
   

  	
   

  
	
  (i)

  	
   

  	
  “Regulatory Capital”
  means (i) Tier 1 leverage, (ii) Tier 1 risk-based and (iii) total risk-based
  capital, each as defined in the applicable regulations.

  
	
   

  	
   

  	
   

  
	
  (j)

  	
   

  	
  “Subsidiary” or “Subsidiaries” means
  the Subsidiary Bank and any entity of which the Borrower owns, directly or
  through another Subsidiary, at the date of determination, more than 50% of
  the 

  



 


1

















 


	
   

  	
   

  	
  outstanding stock having ordinary voting power for the election of
  directors, irrespective of whether or not at such time stock of any other
  class of classes might have voting power by reason of the happening of any
  contingency.

  
	
   

  	
   

  	
   

  
	
  (k)

  	
   

  	
  “Subsidiary Bank” or “Subsidiary Banks”
  means, whether one or more, now owned or subsequently acquired

  
	
   

  	
   

  	
  [list banks]

  
	
   

  	
   

  	
   

  
	
  (l)

  	
   

  	
  “Total Loans”
  means the aggregate outstanding principal amount of all loans shown as Assets
  of the Subsidiary Bank as reported in the most recent call reports of the
  Subsidiary Bank.

  
	
   

  	
   

  	
   

  
	
  (m)

  	
   

  	
  “Total Tangible Equity”
  means the total amount of the capital stock, surplus and undivided profits
  accounts less intangibles, all of which will be determined in accordance with
  generally accepted accounting principles applicable to banks, consistently
  applied.

  



 


ARTICLE II
LOANS


 


2.1                                 Revolving Credit Facility.  From time to time prior to June 30,
2004 or the earlier termination hereof pursuant to Article VI, the
Borrower may borrow from the Bank up to the aggregate principal amount outstanding
at any one time of up to $6,000,000.00. 
All revolving loans hereunder will be evidenced by a single promissory
note of the Borrower payable to the order of the Bank in the principle amount
of $6,000,000 (the “Note”).  Although the Note will be expressed to be
payable in the amount of $6,000,000 the Borrower will be obligated to pay only
the amount of loans actually disbursed hereunder, together with accrued
interest on the outstanding balance at the rates and on the dates specified
therein and such other charged provided for herein.


 


2.2                                 Advances and Paying Procedure.  The Bank is authorized and directed to
credit any of the Borrower’s accounts with the Bank (or to the account the
Borrower designates in writing) for all loans made hereunder, and the Bank is
authorized to debit such account or any other account of the Borrower with the
Bank for the amount of any principal or interest due under the Note or other
amounts due hereunder on the due date with respect thereto.


 


2.3                                 Mandatory Prepayment.  If Robert J Weatherbie and/or Michael L
Gibson ceases for any reason to be active in the management of the Subsidiary
Bank for a period of 30 consecutive days or more, and is not replaced by an
individual of comparable ability and experience, the Borrow will promptly give
the Bank written notice thereof and upon demand by the Bank, the Borrower will
repay the loans made hereunder, and any other loans from the Bank to the
Borrower, on the date specified in such demand.


 


ARTICLE III
CONDITIONS TO BORROWING


 


3.1                                 Conditions to Borrowing.  The Bank will not be obligated to make (or
continue to make) advances hereunder unless (i) the Bank has received executed
originals of the Note and all other documents or agreements applicable to the
loans described herein, including but not limited to the documents specified in
Article V (collectively with this Agreement the “Loan Documents”), in form and content satisfactory to the
Bank; (ii) the Bank has received confirmation satisfactory to it that the Bank
has properly perfected security interest, mortgage or lien, with the proper
priority; (iii) the Bank has received certified copies of the Articles of
Incorporation and by-laws and a certificate of status of the Borrower and the
Subsidiaries; (iv) the Bank has received a certified copy of a resolution or
authorization in form and content satisfactory to the Bank authorizing the loan
and all acts contemplated by this Agreement and all related documents, and
confirmation of proper authorization of all guaranties and other acts of third
parties contemplated hereunder; (v) if required by the Bank, the Bank has been
provided with an opinion of the Borrower’s counsel in form and content
satisfactory to the Bank confirming the matters outlined in Section 4.2
and such other matters as the Bank requests; (vi) no default exists under this
Agreement or under any other Loan Documents, or under any other agreements by
and between the Borrower and the Bank; and (vii) all proceedings taken in
connection with the transactions contemplated by this Agreement and all
instruments, authorizations and other documents applicable thereto, will be
satisfactory to the Bank and its counsel.


 


2

















 


3.2                                 Security.  The loans provided for hereunder will be secured by all of the
common and preferred stock of each Subsidiary Bank now owned or hereafter
acquired by the Borrower, except directors qualifying shares, if any (“Director Shares”).


 


ARTICLE IV.
WARRANTIES AND COVENANTS


 


During the term of this Agreement, and while
any part of the credit granted the Borrower is available or any obligations
under any of the Loan Documents are unpaid or outstanding, the Borrower
warrants and agrees as follows:


 


4.1                                 Accuracy of Information.  All information, certificate or statements given
to the Bank pursuant to this Agreement and the other Loan Documents will be
true and complete when given.


 


4.2                                 Organization and Authority.  This Agreement and the other Loan Documents
are the legal, valid and binding obligations of the Borrower, enforceable
against the Borrower in accordance with their terms.  The execution, delivery and performance of this Agreement and the
other Loan Documents (i) are within the Borrower’s power; (ii) have been duly
authorized by proper corporate action; (iii) do not require the approval of any
Regulatory Authority or other governmental agency; and (iv) will not violate
any law, agreement or restriction by which the Borrower is bound.  The Borrower is a validly existing corporation
in good standing under the laws of its state of organization, and has all
requisite power and authority, corporate or otherwise, and possesses all
licenses necessary, to conduct its business and own its properties.


 


4.3                                 Subsidiaries.


 


	
  (a)

  	
   

  	
  The Borrower has Subsidiaries consisting of
  the Subsidiary Bank and

  
	
   

  	
   

  	
  [name of other banks that are not a
  Subsidiary Bank or non-bank subsidiary].

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  Team Bank,
  National Association (i) has issued and outstanding 100,000 shares of common
  stock, par value $10.00 per share, which are duly authorized, validly issued,
  fully paid and non-assessable, of which the Borrower owns 100,000 shares,
  free and clear of any liens, charges, encumbrances, rights of redemption,
  preemptive rights or rights of first refusal of any kind or nature
  whatsoever, except liens in favor of the Bank; and (ii) has no shares of
  capital stock (common or preferred), or securities or other obligations
  convertible into any of the foregoing, authorized or outstanding and has no
  outstanding offers, subscriptions, warrants, rights or other agreements or
  commitments obligating it to issue or sell any of the foregoing.

  
	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Colorado
  Springs National Bank formerly known as Colorado National Bank (i) has issued
  and outstanding 100,000 shares of common stock, par value $10.00 per share,
  which are duly authorized, validly issued, fully paid and non-assessable, of
  which the Borrower owns 100,000 shares, free and clear of any liens, charges,
  encumbrances, rights of redemption, preemptive rights or rights of first
  refusal of any kind or nature whatsoever, except liens in favor of the Bank;
  and (ii) has no shares of capital stock (common or preferred), or securities
  or other obligations convertible into any of the foregoing, authorized or
  outstanding and has no outstanding offers, subscriptions, warrants, rights or
  other agreements or commitments obligating it to issue or sell any of the
  foregoing.

  
	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  N/A (i) has issued and outstanding N/A
  shares of common stock, par value $N/A per share, which are duly authorized,
  validly issued, fully paid and non-assessable, of which the Borrower owns N/A
  shares, free and clear of any liens, charges, encumbrances, rights of
  redemption, preemptive rights or rights of first refusal of any kind or
  nature whatsoever, except liens in favor of the Bank; and (ii) has no shares
  of capital stock (common or preferred), or securities or other obligations
  convertible into any of the foregoing, authorized or outstanding and has no
  outstanding offers, subscriptions, warrants, rights or other agreements or
  commitments obligating it to issue or sell any of the foregoing.

  



 


3

















 


	
  (e)

  	
   

  	
  N/A (i) has
  issued and outstanding N/A shares of common stock, par value $N/A per share,
  which are duly authorized, validly issued, fully paid and non-assessable, of
  which the Borrower owns N/A shares, free and clear of any liens, charges,
  encumbrances, rights of redemption, preemptive rights or rights of first
  refusal of any kind or nature whatsoever, except liens in favor of the Bank;
  and (ii) has no shares of capital stock (common or preferred), or securities
  or other obligations convertible into any of the foregoing, authorized or
  outstanding and has no outstanding offers, subscriptions, warrants, rights or
  other agreements or commitments obligating it to issue or sell any of the
  foregoing.

  



 


4.4                                 Litigation and Compliance with Laws.  The Borrower and the Subsidiaries have
complied in all material respects with and will continue to comply with all
applicable federal and state laws and regulations:  (i) that regulate or are concerned in any way with its or their
banking and trust business, including without limitation those laws and
regulations relating to the investment of funds, lending of money, collection
of interest, extension of credit, and location and operation of banking
facilities; or (ii) otherwise relate to or affect the business or assets of
Borrower or any of the Subsidiaries or the assets owned, used or occupied by
them.  Except to the extent previously
disclosed to Bank, there are no claims, actions, suits, or proceedings pending,
or to the best knowledge of Borrower, threatened or contemplated against or
affecting Borrower or any of the Subsidiaries, at law or in equity, or before
any Regulatory Authority, or before any arbitrator or arbitration panel,
whether by contract or otherwise, and there is no decree, judgment or order of
any kind in existence against or restraining Borrower or any of the
Subsidiaries, or any of their officers, employees or directors, from taking any
action of any kind in connection with the business of Borrower or any of the
Subsidiaries.  Except to the extent
previously disclosed to the Bank, neither Borrower nor any of the Subsidiaries
has (i) received from any Regulatory Authority any criticisms, recommendations
or suggestions of a material nature, and Borrower has no reason to believe that
any such is contemplated, concerning the capital structure of any of the
Subsidiaries, loan policies or portfolio, or other banking and business
practices of any of the Subsidiaries that have not been resolved to the
satisfaction of such Regulatory Authorities or (ii) entered into any memorandum
of understanding or similar arrangement with any Regulatory Authority relating
to any unsound or unsafe banking practice or conduct of any violation of law
respecting the operations of the Borrower or the operations of any of the
Subsidiaries.


 


4.5                                 F.D.I.C. Insurance.  Each Subsidiary Bank is insured as to
deposits by the Federal Deposit Insurance Corporation and no act has occurred
which could adversely affect the status of any Subsidiary Bank as an insured
bank.


 


4.6                                 Corporate Existence; Business Activities; Assets.  The Borrower will and will cause each
Subsidiary to (i) preserve its corporate existence, rights and franchises; (ii)
not make any material change in the nature or manner of its business
activities; (iii) not liquidate, dissolve, merge or consolidate with or into
another entity or change its form of organization; and (iv) not sell, lease,
transfer or otherwise dispose of all or substantially all of its assets.


 


4.7                                 Use of Proceeds; Margin Stock; Speculation.  [Choose
one or more]  Advances by the
Bank hereunder will be used by the Borrower:


 


	
  ý

  	
   

  	
  (i)

  	
   

  	
  to refinance existing indebtedness;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ý

  	
   

  	
  (ii)

  	
   

  	
  for general corporate purposes;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (iii)

  	
   

  	
  to inject capital into one or more existing Subsidiary Banks;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (iii)

  	
   

  	
  to acquire the capital stock of certain entities; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (iv)

  	
   

  	
  other acquisition fees and expenses.

  



 


The Borrower will not use any of the loan proceeds to purchase or carry
“margin” stock (as defined in Regulation U of the Board of Governors of the
Federal Reserve System).  No part of any
of the proceeds will be used for speculative investment purposes, including,
without limitation, speculating or hedging in the commodities and/or futures
market.


 


4.8                                 Environmental Matters.  Except as disclosed in a written
schedule attached to this Agreement (if no schedule is attached,
there are no exceptions), there exists no uncorrected violation by the Borrower
of any federal, state or local laws (including statutes, regulations,
ordinances or other governmental restrictions and requirements) relating to the


 


4

















 


discharge of air pollutants, water pollutants or process waste water or
otherwise relating to the environment or Hazardous Substances as hereinafter
defined, whether such laws currently exist or are enacted in the future
(collectively “Environmental Laws”).  The term “Hazardous
Substances” will mean any hazardous or toxic wastes, chemicals or
other substances, the generation, possession or existence of which is
prohibited or governed by any Environmental Laws.  The Borrower is not subject to any judgment, decree, order or
citation, or a party to (or threatened with) any litigation or administrative
proceeding, which asserts that the Borrower (i) has violated any Environmental
Laws; (ii) is required to clean up, remove or take remedial or other action
with respect to any Hazardous Substances (collectively “Remedial Action”); or (iii) is required to
pay all or a portion of the cost of any Remedial Action, as a potentially
responsible party.  Except as disclosed
on the Borrower’s environmental questionnaire provided to the Bank, there are
not now, nor to the Borrower’s knowledge after reasonable investigation have
there ever been, any Hazardous Substances (or tanks or other facilities for the
storage of Hazardous Substances) stored, deposited, recycled or disposed of on,
under or at any real estate owned or occupied by the Borrower during the
periods that the Borrower owned or occupied such real estate, which if present
on the real estate or in soils or ground water, could require Remedial
Action.  To the Borrower’s knowledge,
there are no proposed or pending changes in Environmental Laws which would
adversely affect the Borrower or its business, and there are no conditions
existing currently or likely to exist while the Loan Documents are in effect
which would subject the Borrower to Remedial Action or other liability.  The Borrower currently complies with and
will continue to timely comply with all applicable Environmental Laws; and will
provide the Bank, immediately upon receipt, copies of any correspondence,
notice, complaint, order or other document from any source asserting or
alleging any circumstance or condition which requires or may require a
financial contribution by the Borrower or Remedial Action or other response by
or on the part of the Borrower under Environmental Laws, or which seeks damages
or civil, criminal or punitive penalties from the Borrower for an alleged
violation of Environmental Laws.


 


4.9                                 Restriction on Indebtedness.  The Borrower will not and will not permit
any of the Subsidiaries to create, incur, assume or have outstanding any indebtedness
for borrowed money (including capitalized leases) except (i) indebtedness under
the Note issued under this Agreement; (ii) other indebtedness to the Bank;
(iii) fed funds transactions in the ordinary course of business; (iv)
indebtedness owing to any Federal Home Loan Bank (or any successor thereto);
and (v) any other indebtedness outstanding on the date hereof, and shown on the
Borrower’s financial statements delivered to the Bank prior to the date hereof,
provided such other indebtedness shall not be renewed, extended or increased.


 


4.10                           Restriction on Liens.  The Borrower will not and will not permit
any of the Subsidiaries to create, incur, assume or permit to exist any
mortgage, pledge, encumbrance or other lien or levy upon or security interest
in any of the Borrower’s property now owned or hereafter acquired, except (i)
taxes and assessments which are either not delinquent or which are being
contested in good faith with adequate reserves provided; (ii) easements,
restrictions and minor title irregularities which do not, as a practical
matter, have an adverse effect upon the ownership and use of the affected
property; (iii) liens in favor of the Bank or its affiliates; and (iv) other
liens disclosed in writing to the Bank prior to the date hereof.


 


4.11                           Restriction on Contingent Liabilities.  The Borrower will not and will not permit
any of the Subsidiaries to guarantee or become a surety or otherwise
contingently liable for any obligations of others, except pursuant to the
deposit and collection of checks, the issuance or confirmation of letters of
credit by any Subsidiary Bank and similar matters in the ordinary course of
banking business.


 


4.12                           Insurance.  The Borrower will maintain and cause each Subsidiary to maintain
insurance to such extent, covering such risks and with such insurers as is
usual and customary for businesses operating similar properties, and as is
satisfactory to the Bank, including insurance for fire and other risks insured
against by extended coverage, public liability insurance and workers’
compensation insurance.


 


4.13                           Taxes and Other Liabilities.  The Borrower will pay and discharge, and
cause each Subsidiary to pay and discharge when due, all of its taxes,
assessments and other liabilities, except when the payment thereof is being
contested in good faith by appropriate procedures which will avoid foreclosure
of liens securing such items, and with adequate reserves provided therefor.


 


4.14                           Financial Statements and Reporting.  The financial statements and other
information previously provided to the Bank or provided to the Bank in the
future are or will be complete and accurate and prepared in accordance


 


5

















 


with generally accepted accounting principles.  There has been no material adverse change in
the Borrower’s financial condition since such information was provided to the
Bank.  The Borrower will, and will cause
each Subsidiary to (i) maintain accounting records in accordance with generally
recognized and accepted principles of accounting consistently applied
throughout the accounting periods involved; (ii) provide the Bank with such
information concerning its business affairs and financial condition (including
insurance coverage) as the Bank may reasonably request; and (iii) without
request, provide the Bank with the following information:


 


	
  (a)

  	
   

  	
  As soon as
  available, and in any event within 90 days after the end of each fiscal year
  of the Borrower, the Borrower’s annual financial statements in form and
  substance acceptable to the Bank; and

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  Within 45
  days of the end of each quarter, quarterly call reports prepared on FFIEC
  forms, or any successors thereto, of each Subsidiary Bank prepared in
  accordance with the guidelines of any Regulatory Authority that regulates each
  Subsidiary Bank; and

  
	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Within 45
  days of the end of each quarter, a compliance certificate in form and
  substance acceptable to the Bank, certifying compliance with the financial
  covenants contained herein;

  
	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  As soon as
  available, copies of all reports or materials submitted or distributed to
  shareholders of the Borrower or filed with the SEC or other Regulatory
  Authority or with any national securities exchange; and form FRY-9C or form
  FRY-9P, as appropriate, which are the financial statements of the Borrower as
  delivered to the Federal Reserve System;

  
	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  Promptly
  after the furnishing thereof, copies of any statement or report furnished to
  any other holder of obligations of the Borrower or any Subsidiary pursuant to
  the terms of any indenture, loan or similar agreement and not otherwise
  required to be furnished to the Bank pursuant to any other clause of this
  paragraph 4.14; and

  
	
   

  	
   

  	
   

  
	
  (f)

  	
   

  	
  Promptly,
  and in any event within 10 days, after the Borrower has knowledge thereof, a
  statement of the chief financial officer of the Borrower describing: (i) any
  event which, either of itself or with the lapse of time or the giving of
  notice or both, would constitute a default hereunder or under any other
  material agreement to which the Borrower or any Subsidiary is a party,
  together with a statement of the actions which the Borrower proposes to take
  with respect thereto; and (ii) any pending or threatened litigation or
  administrative proceeding of the type described in paragraph 4.4; and

  
	
   

  	
   

  	
   

  
	
  (g)

  	
   

  	
  Notice of
  any memorandum of understanding or any other agreement with any banking
  regulatory agencies, or cease and desist order, immediately after entered
  into by or issued against Borrower or any Subsidiary; and

  
	
   

  	
   

  	
   

  
	
  (h)

  	
   

  	
  Promptly
  after request therefore, any other information concerning the business
  affairs and financial condition of the Borrower or any Subsidiary as the Bank
  may reasonably request.

  



 


4.15                           Information.  The Borrower will make available for review by the Bank, promptly
upon Bank’s request, financial statements, call reports and any other records
or documents of the Borrower or the Subsidiary Bank.  The Borrower and the Subsidiaries will obtain the consent of any
person or Regulatory Authority which it deems necessary or appropriate for disclosure
of the information described above.


 


4.16                           Financial Covenants.  The Borrower will:


 


(a)          be “well capitalized”
(as defined in 12 C.F.R. 325,103(b)(2), and determined as if the Borrower were
a bank to which said regulation were applicable) on a consolidated basis at all
times


 


	
  ý

  	
   

  	
  If this is checked, the phrase “adequately capitalized” shall be
  substituted for the phrase “well capitalized” in the above clause

  
	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  If this is checked, clause (a) does not apply to the Borrower, as it
  is not analyzed on a consolidated basis

  



 


6

















 


(b)         cause each Subsidiary
Bank to be “well capitalized”, as defined in 12 C.F.R. 325,103 (b) (2), at all
times


 


4.17                           Inspection of Properties and Records; Fiscal Year.  The Borrower will permit representatives of
the Bank to visit and inspect any of the properties and examine any books and
records of the Borrower and the Subsidiaries including without limitation the
stock transfer records of the Subsidiary Bank, at any reasonable time and as
often as the Bank may reasonably desire. 
The Borrower will not change its fiscal year.


 


4.18                           Issuance of Stock.  The Borrower will not permit any Subsidiary
Bank to issue any additional shares of common or preferred stock, or any
options, warrants or other common stock equivalents, or sell or issue
securities or obligations convertible into such (“New Stock”), whether in the form of stock dividends or stock
splits or otherwise, unless such New Stock will be issued to the Borrower and
delivered by the Borrower to the Bank, together with any additional documents
required by the Bank, as additional collateral to secure the loan provided for
hereunder.


 


4.19                           Acquisitions and Investments.  Neither the Borrower nor any of the
Subsidiaries will acquire any other business or make any loan, advance or
extension of credit to, or investment in, any other person, corporation or
other entity, including investments acquired in exchange for stock or other
securities or obligations of any nature of the Borrower or any Subsidiary, or
create or participate in the creation of any Subsidiary or joint venture,
except:


 


	
  (a)

  	
   

  	
  investments
  in (i) bank repurchase agreements; (ii) savings accounts or certificates of
  deposit in a financial institution of recognized standing; (iii) obligations
  issued or fully guaranteed by the United States; and (iv) prime commercial
  paper maturing within 90 days of the date of acquisition by the Borrower or a
  Subsidiary;

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  loans and
  advances made to employees and agents in the ordinary course of business,
  such as travel and entertainment advances and similar items;

  
	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  investments
  in the Borrower by a Subsidiary;

  
	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  investments
  shown on the most recent financial statements of the Borrower provided to the
  Bank, provided that such investments will not be increased; and

  
	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  with respect
  to a Subsidiary, investments or loans made in the ordinary course of banking
  business of such Subsidiary.

  



 


4.20                           Dividends.  The Borrower will not, without the prior written consent of the Bank,
pay any dividends or make any other distribution on account of any shares of
any class of its stock or redeem, purchase or otherwise acquire, directly or
indirectly any shares of its stock.


 


ARTICLE V.
COLLATERAL


 


5.1                                 Collateral.  This Agreement and the Note are secured by a Collateral Pledge
Agreement dated March 18, 2004. 
The information in this Article V is for information only and the
omission of any reference to an agreement will not affect the validity or
enforceability thereof.  The rights and
remedies of the Bank outlined in this Agreement and the documents identified
above are intended to be cumulative.


 


5.2                                 Credit Balances; Setoff.  As additional security for the payment of
the obligations described in the Loan Documents and any other obligations of
the Borrower to the Bank of any nature whatsoever (collectively the “Obligations”), the Borrower hereby grants
to the Bank a security interest in, a lien on and an express contractual right
to set off against all depository account balances, cash and any other property
of the Borrower now or hereafter in the possession of the Bank and the right to
refuse to allow withdrawals from any account (collectively “Setoff”). 
The Bank may, at any time upon the occurrence of a default hereunder
(notwithstanding any notice requirements or grade/cure periods under this or
other agreements between the Borrower and the Bank) Setoff against the
Obligations whether or not the Obligations
(including future installments) are then due or have been accelerated, all without
any advance or contemporaneous notice or demand of any kind to the Borrower,
such notice and demand being expressly waived.


 


7

















 


5.3                                 Guaranties.  This Agreement and the Note are guaranteed by each and every
guaranty now or hereafter in existence guarantying the indebtedness of the
Borrower to the Bank (except for any guaranty expressly limited in its terms to
a specific separate obligation of the Borrower to the Bank) including, without
limitation, the following: the Continuing Guaranty (Unlimited) of N/A dated
N/A.


 


The information contained in this Article V is for information
only and the omission of any reference to an agreement will not affect the
validity or enforceability thereof.  The
rights and remedies of the Bank outlined in this Agreement and the documents
identified above are intended to be cumulative.


 


ARTICLE VI.  DEFAULTS


 


6.1                                 Defaults.  Notwithstanding any cure
periods described below, the Borrower will immediately notify the Bank in
writing when the Borrower obtains knowledge of the occurrence of any default
specified below.  Regardless
of whether the Borrower has given the required notice, the occurrence of one or
more of the following will constitute a default:


 


	
  (a)

  	
   

  	
  Nonpayment. 
  The Borrower shall fail to pay (i) any interest due on the Note or any
  fees, charges, costs or expenses under the Loan Documents by 5 days after the
  same becomes due; or (ii) any principal amount of the Note when due.

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  Nonperformance.  The Borrower or any guarantor of Borrower’s Obligations to the
  Bank (“Guarantor”) shall fail to perform or observe any agreement, term,
  provision, condition, or covenant (other than a default occurring under (a),
  (c), (d), (e), (f) or (g) of this paragraph 6.1) required to be performed or
  observed by the Borrower or any Guarantor hereunder or under any other Loan
  Document or other agreement with or in favor of the Bank.

  
	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Misrepresentation.  Any financial information, statement, certificate,
  representation or warranty given to the Bank by the Borrower or any Guarantor
  (or any of their representatives) in connection with entering into this
  Agreement or the other Loan Documents and/or any borrowing thereunder, or
  required to be furnished under the terms thereof, shall prove untrue or
  misleading in any material respect (as determined by the Bank in the exercise
  of its judgment) as of the time when given.

  
	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  Default on Other Obligations.  The Borrower, any Guarantor or any
  Subsidiary shall be in default under the terms of any loan agreement,
  promissory note, lease, conditional sale contract or other agreement,
  document or instrument evidencing, governing or securing any indebtedness
  owing by the Borrower, any Guarantor or any Subsidiary to the Bank or any
  indebtedness in excess of $10,000 owing by the Borrower to any third party,
  and the period of grace, if any, to cure said default shall have passed.

  
	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  Judgments. 
  Any judgment shall be obtained against the Borrower, any Guarantor or
  any Subsidiary which, together with all other outstanding unsatisfied
  judgments against the Borrower (or such Guarantor or Subsidiary), exceeds the
  sum of $10,000 and shall remain unvacated, unbonded or unstayed for a period
  of 30 days following the date of entry thereof.

  
	
   

  	
   

  	
   

  
	
  (f)

  	
   

  	
  Inability to Perform; Bankruptcy/Insolvency.  (i) the Borrower, any Guarantor or any
  Subsidiary shall die or cease to exist; or (ii) any Guarantor shall attempt
  to revoke any guaranty of the Obligations described herein, or any guaranty
  becomes unenforceable in whole or in part for any reason; or (iii) any
  bankruptcy, insolvency or receivership proceedings, or an assignment for the
  benefit of creditors, shall be commenced under any Federal or state law by or
  against the Borrower, any Guarantor or any Subsidiary; or (iv) the Borrower,
  any Guarantor or any Subsidiary shall become the subject of any out-of-court
  settlement with its creditors; or (v) the Borrower, any Guarantor or any
  Subsidiary is unable or admits in writing its inability to pay its debts as they
  mature; or (vi) the Borrower or any Subsidiary is closed or taken over by a
  Regulatory Authority.

  



 


8

















 


	
  (g)

  	
   

  	
  Adverse Change; Insecurity.  (I) There is a material adverse change in
  the business, properties, financial condition or affairs of the Borrower, any
  Guarantor or any Subsidiary, or in any collateral securing the Obligations;
  or (ii) the Bank in good faith deems itself insecure.

  
	
   

  	
   

  	
   

  
	
  (h)

  	
   

  	
  Regulatory Orders.  The Borrower or any Subsidiary enters into any memorandum of
  understanding or other agreement with any banking Regulatory Authority
  relating to any unsound or unsafe banking practice or conduct or any
  violation of law respecting the operation of Borrower or such Subsidiary; or
  Borrower or any Subsidiary or any of their officers, employees, or directors
  become the subject of a judicial or administrative determination restraining
  any of them from taking any actions of any kind in connection with the
  business of Borrower or such Subsidiary, assessing a civil penalty, finding
  that any criminal offense occurred in connection with the operations of
  Borrower or such Subsidiary, or suspending or removing any officer or
  director of Borrower or such Subsidiary.

  



 


6.2                                 Termination of Loans; Additional Bank Rights.  Upon the occurrence of any of the events
identified in paragraph 6.1, the Bank may at any time (notwithstanding any
notice requirements or grace/cure periods under this or other agreements
between the Borrower and the Bank) (i) immediately terminate its obligation, if
any, to make additional loans to the Borrower; (ii) Setoff; and/or (iii) take
such other steps to protect or preserve the Bank’s interest in any collateral,
including without limitation, notifying account debtors to make payments
directly to the Bank, advancing funds to protect any collateral and insuring
collateral at the Borrower’s expense; all without demand or notice of any kind,
all of which are hereby waived.


 


6.3                                 Acceleration of Obligations.  Upon the occurrence of any of the events identified
in paragraphs 6.1(a) through 6.1(e) and 6.1(g) and 6.1(h), and the passage of
any applicable cure periods, the Bank may at any time thereafter, (i) by
written notice to the Borrower, declare the unpaid principal balance of any
Obligations, together with the interest accrued thereon and other amounts
accrued hereunder and under the other Loan Documents, to be immediately due and
payable; and the unpaid balance will thereupon be due and payable, all without
presentation, demand, protest or further notice of any kind, all of which are
hereby waived, notwithstanding anything to the contrary contained herein or in
any of the other Loan Documents; and (ii) require the Borrower to cause each
Subsidiary Bank to appoint an independent transfer agent for the purpose of
registering and transferring ownership of the capital stock of such Subsidiary
Bank.  Upon the occurrence of any event
under paragraph 6.1(f), the unpaid principal balance of any Obligations,
together with all interest accrued thereon and other amounts accrued hereunder
and under the other Loan Documents, will thereupon be immediately due and
payable, all without presentation, demand, protest or notice of any kind, all
of which are hereby waived, and notwithstanding anything to the contrary contained
herein or in any of the other Loan Documents. 
Nothing contained in paragraph 6.1,
paragraph 6.2 or this section will limit the Bank’s right to Setoff as
provided in paragraph 5.2 or otherwise in this Agreement.


 


6.4                                 Other Remedies.  Nothing in this Article VI is intended
to restrict the Bank’s rights under any of the Loan Documents or at law, and
the Bank may exercise all such rights and remedies as and when they are
available.


 


ARTICLE VII.  MISCELLANEOUS


 


7.1                                 Delay; Cumulative Remedies.  No delay on the part of the Bank in
exercising any right, power or privilege hereunder or under any of the other
Loan Documents will operate as a waiver thereof, nor will any single or partial
exercise of any right, power or privilege hereunder preclude other or further
exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein specified are
cumulative and are not exclusive of any rights or remedies which the Bank would
otherwise have.


 


7.2                                 Relationship to Other Documents.  The warranties, covenants and other
obligations of the Borrower (and the rights and remedies of the Bank) that are
outlined in this Agreement and the other Loan Documents are intended to
supplement each other.  In the event of
any inconsistencies in any of the terms in the Loan Documents, all terms will
be cumulative so as to give the Bank the most favorable rights set forth in the
conflicting documents, except that if there is a direct conflict between any
preprinted terms and specifically negotiated terms (whether included in an
addendum or otherwise), the specifically negotiated terms will control.


 


7.3                                 Participations; Guarantors.  The Bank may, at its option, sell all or any
interests in the Note and other Loan Documents to other financial institutions
(the “Participant”) and in
connection with such sales (and thereafter), the


 


9

















 


Bank may disclose any financial information the Bank may have
concerning the Borrower to any such Participant or potential Participant.  From time to time, the Bank may, in its
discretion and without obligation to the Borrower, any guarantor or any other
third party, disclose information about the Borrower and the loan to any
Guarantor, surety or other accommodation party.  This provision does not obligate the Bank to supply any
information or release the Borrower from its obligation to provide such
information, and the Borrower agrees to keep all Guarantors advised of its
financial condition and other matters which may be relevant to the Guarantors’
obligations to the Bank.


 


7.4                                 Expenses and Attorneys’ Fees.  The Borrower will reimburse the Bank and any
Participant for all attorneys’ fees and all other costs, fees and out-of-pocket
disbursements incurred by the Bank or any Participant in connection with the
preparation, execution, delivery, administration, defense and enforcement of
this Agreement or any of the other Loan Documents, including attorneys’ fees
and all other costs and fees (a) incurred before or after commencement of
litigation or at trial, on appeal or in any other proceeding, (b) incurred in
any bankruptcy proceeding and (c) related to any waivers or amendments with
respect thereto (examples of costs and fees include but are not limited to fees
and costs for: filing, perfecting or confirming the priority of the Bank’s
lien, title searches or insurance, appraisals, environmental audits and other
reviews related to the Borrower, any collateral or the loans, if requested by
the Bank).  The Borrower will also
reimburse the Bank and any Participant for all costs of collection including
all attorney’s fees before and after judgment, and the costs of preservation
and/or liquidation of any collateral.


 


7.5                                 Successors.  The rights, options, powers and remedies granted in this
Agreement and the other Loan Documents will extend to the Bank and to its
successors and assigns, will be binding upon the Borrower and its successors
and assigns and will be applicable hereto and to all renewals and/or extensions
hereof.


 


7.6                                 Indemnification.  Except for harm arising from the Bank’s
misconduct, the Borrower hereby indemnifies and agrees to defend and hold the
Bank harmless from any and all losses, costs, damages, claims and expenses of
any kind suffered by or asserted against the Bank relating to claims by third
parties arising out of the financing provided under the Loan Documents or
related to any collateral (including, without limitation, the Borrower’s
failure to perform its obligations relating to Environmental Matters described
in Section 4.8 above.  This
indemnification and hold harmless provision will survive the termination of the
Loan Documents and the satisfaction of the Obligations due the Bank.


 


7.7                                 Notice of Claims Against Bank; Limitation of Certain
Damages.  In order to
allow the Bank to mitigate any damages to the Borrower from the Bank’s alleged
breach of its duties under the Loan Documents or any other duty, if any, to the
Borrower, the Borrower agrees to give the Bank immediate written notice of any
claim or defense it has against the Bank, whether in tort or contract, relating
to any action or inaction by the Bank under the Loan Documents, or the
transactions related thereto, or of any defense to payment of the Obligations
for any reason.  The requirement of
providing timely notice to the Bank represents the parties’ agreed-to standard
of performance regarding claims against the Bank.  Notwithstanding any claim that the Borrower may have against the
Bank, and regardless of any notice the Borrower may have given the Bank, the Bank will not be liable to the Borrower for
consequential and/or special damages arising therefrom, except those damages
arising from the Bank’s willful misconduct.


 


7.8                                 Notices.  Notice of any record shall be deemed given when the record has
been (a) deposited in the United States Mail, postage prepaid, (b) received by
overnight delivery service, (c) received by telex (d) received by facsimile,
(e) received through the internet, or (f) when personally delivered.


 


7.9                                 Payments.  Payments due under the Note and other Loan Documents will be made
in lawful money of the United States. 
All payments may be applied by the Bank to principal, interest and other
amounts due under the Loan Documents in any order which the Bank elects.


 


7.10                           Applicable Law and Jurisdiction; Interpretation; Joint
Liability.  This
Agreement and all other Loan Documents will be governed by and interpreted in
accordance with the internal laws of the state where the Bank’s branch
originating this loan is located, except to the extent superseded by Federal
law.  Invalidity of any provisions of
this Agreement will not affect any other provision.  THE BORROWER HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY
STATE OR FEDERAL COURT SITUATED IN THE COUNTY OR FEDERAL JURISDICTION OF THE
BANK’S OFFICE WHERE THE LOAN WAS ORIGINATED, AND WAIVES ANY OBJECTION BASED ON FORUM
NON CONVENIENS, WITH REGARD TO ANY ACTIONS, CLAIMS, DISPUTES OR PROCEEDINGS
RELATING TO THIS AGREEMENT, THE NOTE, THE COLLATERAL, ANY OTHER LOAN DOCUMENT,
OR ANY TRANSACTIONS ARISING THEREFROM, OR ENFORCEMENT AND/OR


 


10

















 


INTERPRETATION OF ANY OF THE FOREGOING.  Nothing herein will affect the Bank’s rights to serve process in
any manner permitted by law, or limit the Bank’s right to bring proceedings
against the Borrower in the competent courts of any other jurisdiction or
jurisdictions.  This Agreement, the
other Loan Documents and any amendments hereto (regardless of when executed)
will be deemed effective and accepted only at the Bank’s offices, and only upon
the Bank’s receipt of the executed originals thereof.  If there is more than one Borrower, the liability of the
Borrowers will be joint and several, and the reference to “Borrower” will be
deemed to refer to all Borrowers.


 


7.11                           Waiver of Jury Trial:  THE BORROWER AND THE BANK HEREBY JOINTLY AND
SEVERALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
RELATING TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS THEREUNDER, ANY
COLLATERAL SECURING THE OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR
CONNECTED THERETO.  THE BORROWER AND THE
BANK EACH REPRESENTS TO THE OTHER THAT IS WAIVER IS KNOWINGLY, WILLINGLY AND
VOLUNTARILY GIVEN.


 


7.12                           Copies:  Entire
Agreement; Modification. 
The Borrower hereby acknowledges the receipt of a Copy of this Agreement
and all other Loan Documents.


 


This Notice is Provided Pursuant to Nebraska Revised Statutes 45-1, 112
et. Seq.


 


NOTICE – WRITTEN AGREEMENTS.  A credit agreement must be in writing to be
enforceable under Nebraska law.  To
protect Borrower and Lender from any misunderstandings or disappointments, any
contract, promise, undertaking or offer to forbear 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.


 


IMPORTANT: 
READ BEFORE SIGNING.  THE TERMS
OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING,
EXPRESSING CONSIDERATION AND SIGNED BY THE PARTIES ARE ENFORCEABLE.  NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED
IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED.  THE TERMS OF THIS AGREEMENT MAY ONLY BE CHANGED BY ANOTHER
WRITTEN AGREEMENT.  THIS NOTICE SHALL
ALSO BE EFFECTIVE WITH RESPECT TO ALL OTHER CREDIT AGREEMENTS NOW IN EFFECT
BETWEEN THE BORROWER AND THE BANK.  A
MODIFICATION OF ANY OTHER CREDIT AGREEMENTS NOW IN EFFECT BETWEEN THE BORROWER
AND THE BANK, WHICH OCCURS AFTER RECEIPT BY THE BORROWER OF THIS NOTICE, MAY BE
MADE ONLY BY ANOTHER WRITTEN INSTRUMENT. 
ORAL OR IMPLIED MODIFICATIONS TO SUCH CREDIT AGREEMENTS ARE NOT
ENFORCEABLE AND SHOULD NOT BE RELIED UPON.


 


IN WITNESS WHEREOF, the undersigned have executed this REVOLVING CREDIT
AGREEMENT as of March 18, 204.


 


 


	
   

  	
   

  	
  Team
  Financial, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Borrower
  Name (Organization)

  
	
   

  	
   

  	
  a(an) Kansas
  Corporation

  
	
   

  	
   

  	
   

  
	
  (Individual Borrower)

  	
   

  	
   

  
	
   

  	
   

  	
  By

  
	
   

  	
   

  	
  /s/ Robert J
  Weatherbie

  	
   

  
	
   

  	
   

  	
   

  
	
  Borrower Name

  	
   

  	
  Name and Title Robert J Weatherbie,

  
	
   

  	
   

  	
  Chairman of
  the Board / CEO

  



 


11

















 


	
   

  	
   

  	
  By

  
	
   

  	
   

  	
  /s/ Michael
  T Kozisek

  	
   

  
	
  Borrower Name

  	
   

  	
  Name and Title

  
	
   

  	
   

  	
  U.S. Bank N.A.

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name and Title Michael T Kozisek, Senior

  	
   

  	
   

  
	
  Vice President

  	
   

  	
   

  
						



 


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