FOURTH AMENDMENT OF LOAN DOCUMENTS
This Amendment is effective as of the 30th day of December, 1999 and is
entered into by and among Blue Valley Ban Corp ("Borrower"), Bank of Blue Valley
(the "Subsidiary Bank"), and Bank of America, N.A., successor to NationsBank,
N.A., which was successor to Boatmen's First National Bank of Kansas City
("Bank").
Whereas, Borrower is indebted to Bank as evidenced by a Promissory Note
dated December 31, 1996 in the face principal amount of $2,887,500 and
Promissory Note being amended by an Amendment of Loan Documents dated December
26, 1997 which Amendment, among other matters, increased the face principal
amount of said Promissory Note to $4,387,500, said Promissory Note being further
amended and replaced by that certain Promissory Note dated January 31, 1999 in
the face principal amount of $3,450,000, and subsequently said Promissory Note
being further amended and replaced by that certain Amended and Restated
Promissory Note dated June 21st, 1999 ("Former Note"), the Former Note having an
outstanding principal balance of $5,450,000 as of the date hereof;
Whereas, the loan evidenced by the Former Note is governed by the terms of
an Agreement dated January 2, 1997 by and among Borrower, the Subsidiary Bank,
and Bank said Loan Agreement being amended by the above described Amendment of
Loan Documents dated December 26, 1997 and by that certain Second Amendment of
Loan Documents dated January 31, 1999 as well as that certain Third Amendment of
Loan Documents (as amended, the "Loan Agreement"), and the loan evidenced by the
Former Note 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
Borrower's stock in Subsidiary Bank; and
Whereas, Borrower has requested that the face principal amount of the
Former Note be increased so as to make additional loan proceeds available to
Borrower, 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 and Restatement of Former Note: Additional Loan Proceeds. The
Former Note shall be amended and restated by a new note to be dated as of the
effective date hereof (the "New Note") which shall be in the form of Exhibit A
attached hereto, which New Note shall increase the principal amount thereof and
provide for such other changes as may be provided for therein. All sums
outstanding under the Former Note shall from the effective date of this
Amendment be evidenced by the New Note referenced herein. Such sums include a
principal amount of $5,450,000. Additional loan proceeds in the amount of
$2,000,000 shall be made available to Borrower from the date hereof which
additional amount of principal as well as the existing principal balance under
the Former Note shall be evidenced by the New Note, with the result that the New
Note shall evidence a face principal amount of $7,450,000. All terms in the Loan
Agreement and the Security Agreement referencing the "Note" or the "Promissory
Note" shall from the date hereof mean the Former Note as amended and replaced by
the New Note.
2. Amendment of Loan Agreement. Section 3.6, as added by the Amendment to
Loan Documents dated December 26, 1997, shall be amended to specifically allow
for Borrower's issuance of up to an aggregate amount of Twelve Million Five
Hundred Thousand Dollars ($12,500,000) in junior subordinated debentures,
subordinate to Bank, and Borrower's guaranty of a like amount in preferred
securities to be issued by BBVC Capital I.
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 Former Note, as replaced by the New
Note.
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.
This Fourth Amendment of Loan Documents shall become effective as of the date
set forth above upon Borrower's delivery to Bank of the original executed copies
of this Fourth Amendment and the New Note.
ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM
ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT
ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER) AND US (CREDITOR) FROM
MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH
MATTERS ARE CONTAINED IN THIS WRITING, WHICH WITH THE OTHER LOAN DOCUMENTS
REFERRED TO IN THIS SECOND AMENDMENT OF LOAN DOCUMENTS IS THE COMPLETE AND
EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN
WRITING TO MODIFY IT.
Blue Valley Ban Corp Bank of America, N.A., successor to
NationsBank, N.A., successor to
Boatmen's
First National Bank of Kansas City
By: /s/ Xxxxxx X. Xxxxxxx
Title: President By: /s/ Xxxxxxx X. Xxxxxxx
Title: V. P. Bank of Blue Valley
By: /s/ Xxxxxx X. Xxxxxxx
Title: President
