EXHIBIT 10.1
UNITED BANKERS’
BANK
LOAN AGREEMENT
THIS LOAN AGREEMENT is made this
30th day of September, 2009, by and between United Bankers’
Bank (“ UBB ”), a Minnesota State Chartered
Banking Corporation with offices at 1650 West 82nd Street,
Suite 1500, Bloomington, MN 55431 (“
Lender ”) and HF Financial Corp. a Delaware
Corporation with offices at 225 South Main Avenue, Sioux Falls,
SD 57104 (“ Borrower ”).
WHEREAS, Borrower is a registered
bank holding company owning 100% of the outstanding shares of stock
of Home Federal Bank, a federal savings bank located at 225 South
Main Avenue, Sioux Falls, SD 57104(“ Bank
”); and,
WHEREAS, Borrower has requested a
Loan from Lender in an aggregate amount of Advances not exceeding
Six Million Dollars and no 100/Dollars ($6,000,000.00) (“
Loan ”), and Lender is willing to provide such Loan,
subject to the terms and conditions hereof;
NOW THEREFORE, in consideration of
the premises and the mutual undertakings herein contained, the
parties agree as follows:
ARTICLE 1
REPRESENTATIONS AND
WARRANTIES
As part of the consideration for
this Agreement, and as part of the inducement to Lender to enter
into and perform the terms of this Agreement, Borrower and
Guarantors hereby jointly and severally make the following
representations and warranties which shall be continuing warranties
and representations (except warranties and representations which,
by their terms are limited to a specific date), through out the
term of this Agreement and any renewals or amendments
thereof.
1.01
Bank Stock
- the total authorized shares of
Bank consist of _1,510,000_ shares of capital stock, par value
$_0.01_ each, of which all _1,510,000__ shares are issued and
outstanding, and there are no stock options or other written or
oral commitments outstanding pursuant to which Bank is or could be
obligated to issue additional shares of such stock.
1.02
Savings and Loan Holding
Company - Borrower is
a duly and validly registered savings and loan holding company
pursuant to Section 10 of the Home Owners Loan Act of 1933
(the “HOLA”), as amended.
1.03
DIF Insurance
- Bank is an insured bank under the
provisions of Chapter 16 of Title 12 of the United States Code
relating to the Federal Deposit Insurance Corporation, and no act
or default on the part of the Bank has occurred which might
materially and adversely affect the status of the Bank as an
insured Bank under said Chapter 16.
1.04
Financial Statements
(Bank) - The Thrift
Financial Report (Reports) previously delivered to Lender are true,
correct and complete in all material respects and there has been no
material, adverse change in the financial condition of Bank from or
after the date of the Reports.
1
1.05
Financial Statements
(Borrower) - The
financial statements of Borrower previously delivered to Lender
were prepared in accordance with generally accepted accounting
principles, are true, correct, and complete in all material
respects, and there has been no material, adverse change in the
financial condition of Borrower from or after the date of such
financial statements.
1.06
Litigation
- No material legal or
administrative action of any nature, no unsatisfied judgments, and
no pending litigation, have been commenced, instituted, or obtained
against Borrower or Bank, and, as of the date of this Agreement, no
threats or intimations thereof have been received by Borrower, or
Bank.
1.07
Transaction is Legal and
Authorized - This
Agreement, the Note and all other documents delivered therewith
have been duly authorized, executed, and delivered and are the
legal, valid and binding obligations of Borrower, enforceable in
accordance with their terms except as limited by laws generally
affecting the enforcement of creditors’ rights.
ARTICLE 2
LOANS
Lender hereby agrees to renew the
Loan to Borrower in an aggregate amount not exceeding the amount
referred to above in the preamble of this Agreement.
Concurrently with the execution of this Agreement, Borrower has
executed and delivered to Lender a note (together with any renewal
or replacement notes referred to as the “Note”)
evidencing the Loan(s).
2.01
Repayment
– See Note.
2.02
Renewal
– See Note.
2.03
Interest
– See Note.
ARTICLE 3
SECURITY
At such time as this Agreement is
executed, Borrower shall deliver (or cause to be delivered) to
Lender a security agreement conveying a first security interest to
Lender in all of the shares of stock of Bank now owned (or
hereafter acquired) by Borrower and certificates evidencing such
shares of stock pledged hereunder together with stock powers.
Borrower further agrees to deliver certificates for shares of Bank
and Borrower acquired hereafter (with stock powers), and they agree
to execute all financing statements and other documents required by
Lender from time to time to perfect such security
interests.
ARTICLE 4
AFFIRMATIVE
COVENANTS
As long as any unpaid balance of the
Loans shall be outstanding, Borrower covenants and agrees that it
will:
4.01
Financial
Reports - Deliver to
Lender (unless waived by Lender in writing):
(a)
Within thirty (30) days after the
end of each quarterly period of each fiscal year, Thrift Financial
Report (including all schedules) for the period from the beginning
of the fiscal year to the end of such quarterly period in
reasonable detail and certified as correct by appropriate
authorized financial officers of Bank.
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(b)
Upon request, within ninety (90)
days after the end of each fiscal year end, the Borrower’s
H(b)11 Report provided to the Office of Thrift
Supervision.
(c)
Within sixty (60) days following the
end of each quarterly period of each fiscal year, the Bank’s
Consolidated Maturity Report “CMR” provided to the
Office of Thrift Supervision along with the IRR Exposure Report
Executive Summary.
(d)
If specifically requested by Lender,
within ten (20) days after the end of each monthly period, a daily
statement of condition and income for Bank as of the last banking
day for such monthly period.
(e)
Within ninety (90) days following
the end of the Borrower’s fiscal year-end, Borrower will
provide Lender a
