Amendment of Loan Documents
This Amendment is effective as of the 26th day of December, 1997 and is
entered into by and among Blue Valley Ban Corp ("Borrower"), Bank of Blue Valley
(the "Subsidiary Bank"), and NationsBank, N.A., successor to Boatmen's First
National Bank of Kansas City ("Bank").
Whereas, Xxxxxxxx is indebted to Bank as currently evidenced by a
Promissory Note dated December 31, 1996 in the face principal amount of
$2,887,500 (the "Note") with a current outstanding principal balance of
$2,537,500;
Whereas, the loan evidenced by the Note is governed by the terms of an
Agreement dated January 2, 1997 by and among Xxxxxxxx, the Subsidiary Bank, and
Bank (the "Loan Agreement"), and the loan is secured by a Security Agreement
dated June 7, 1994 and executed by Borrower in favor of Bank (the "Security
Agreement") whereby Borrower pledged a security interest in, among other items
of collateral, 258,000 shares of Xxxxxxxx's stock in the Subsidiary Bank; and
Whereas, Xxxxxxxx has, among other requests, requested an additional
advance or loan in the amount of $1,500,000 for the purpose of injecting the
proceeds thereof into the Subsidiary Bank as a capital contribution, and Bank
has agreed to do so upon the terms and conditions hereinafter set forth.
Now, therefore, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties hereto, Borrower, the Subsidiary Bank, and Bank
agree as follows:
1. Amendment of Note. The Note shall be amended as follows:
a. Bank shall advance $1,500,000 to Borrower on or aboutthe date
hereof; therefore, the face principal amount of the Note shall be
and hereby is amended to reflect a face principal amount of
$4,387,500. Xxxxxxxx agrees to pay to Bank the current
outstanding principal amount under the Note, as so amended, of
$4,037,500 according to the terms of the Note, as herein amended.
b. The "Reference Rate" (i. e., the "Corporate Base Rate") described
in the Note shall mean the prime rate of interest ("Prime Rate")
established from time to time by Bank, which Prime Rate may not
be the best or lowest rate charged by Bank to its customers; and
the Note shall be and hereby is amended to reflect the foregoing
change.
c. From the effective date hereof, principal outstanding under the
Note, as amended hereby, shall bear interest at the per annum
rate equal to Bank's Prime Rate, minus one-half of one percent
(0.50%). The interest rate charged under the Note, as amended
hereby, shall change as of the date on which Bank makes changes
to its Prime Rate.
d. The "Final Maturity" date set forth in the Note, at which time
all sums due under the Note, as amended, shall be due and payable
in full, shall be and hereby is changed from January 31, 1998 to
January 31, 1999.
e. Notwithstanding anything to the contrary contained in the Note or
the Loan Agreement, the payments paragraph of the Note shall be
amended and hereby is amended to read as follows:
"Borrower shall make a principal payment in the amount of
$87,500, plus accrued interest, on January 31, 1998; thereafter,
on the 30th day of each April, July, October and January,
Borrower shall make a principal payment of $125,000, together
with accrued interest outstanding on each such payment date.
Borrower shall pay the entire amount outstanding under this Note
on January 31, 1999, unless the Final Maturity is extended with
Bank's consent."
2. Amendment of Loan Agreement. The Loan Agreement shall be amended as
follows:
a. Notwithstanding anything to the contrary in the Loan Agreement,
the terms thereof shall be changed and hereby are changed to
reflect the amended face principal amount of the Note, the
amended Maturity Date or Final Maturity, and the amended interest
rate, all as more specifically set forth in Section 1 hereof.
b. Section 1.3 of the Loan Agreement shall be supplemented by adding
the following paragraph thereto:
"It is the Bank's expectation that, if the Borrower reduces the
outstanding principal amount of the Note, as amended, to not more
than $3,450,000 on or before January 31, 1999, the Bank will
consider the renewal and extension of the Final Maturity date as
set forth in the Note, as amended, along principally the same
terms and conditions. Notwithstanding the foregoing, the Borrower
understands and agrees with the Bank that should the Bank
determine, in its sole discretion, that the Borrower's credit
standing is no longer acceptable to the Bank, the Note, as
amended, will not be renewed and extended by the Bank."
c. Xxxxxxxx agrees to add, and by the execution hereof adds, two new
covenants to the Loan Agreement under Section 3 (Conditions of
Lending) as follows:
"3.5 Borrower shall not pay any dividends or make distributions
of any kind on the stock of Borrower.
3.6 Borrower shall not incur any additional indebtedness."
3. Security Agreement. The collateral provided for in the Security
Agreement shall continue to secure the "Obligations" as defined therein, which
shall include indebtedness evidenced by the Note, as amended hereby.
4. Except as amended hereby, all other terms and conditions in the Note,
the Loan Agreement and the Security Agreement shall remain unchanged and in full
force and effect.
5. Borrower represents and warrants to Bank that it is not, as of the
effective date hereof, in default under the Note, the Loan Agreement, or the
Security Agreement. Borrower further warrants and represents to Bank that as of
the effective date hereof Borrower has no claim, counterclaim, defense or
set-off with respect to the amounts due to Bank under the Note as amended.
Blue Valley Ban Corp
By: /s/ Xxxxxx X. Xxxxxxx
Title: President
Bank of Blue Valley
By: /s/ Xxxxxx X. Xxxxxx
Title: President
NationsBank, N.A., successor to
Boatmen's First National Bank
of Kansas City
By: /s/ Xxxx Xxxxxx
Title: Vice President
