EXHIBIT 4.13
FEE AGREEMENT
[BVBC CAPITAL TRUST II]
This Fee Agreement is made as of April 10, 2003 (the "Agreement"), by
and between Wilmington Trust Company, a Delaware banking corporation
("Wilmington Trust"), and Blue Valley Ban Corp ("Sponsor").
WITNESSETH
WHEREAS, pursuant to a Declaration of Trust of BVBC Capital Trust II
(the "Trust"), dated as of March 28, 2003 (the "Trust Agreement"), between
Wilmington Trust and Sponsor, Wilmington Trust will act as Trustee of the Trust
governed by the Trust Agreement;
WHEREAS, Wilmington Trust is entitled to compensation for its services
as Trustee and, pursuant to a separate written agreement between MM Community
Funding IX, Ltd. ("MM") and Wilmington Trust, MM has agreed to pay Wilmington
Trust's annual administration fee through the period ending on the termination
of the Trust on behalf of Sponsor; and
WHEREAS, Wilmington Trust and Sponsor desire to set forth with greater
particularity the specific agreement as to the compensation owing to Wilmington
Trust from Sponsor pursuant to the Trust Agreement.
NOW, THEREFORE, for good and valuable consideration, the parties hereto
hereby agree as follows.
1. Wilmington Trust reserves the right to charge a reasonable
fee, payable by the Sponsor, relating to the termination of the Trust and the
final distribution of the property held by the Trust, provided, however, that
any such fee shall be competitive with the fees charged by other trustees
similarly situated.
2. Wilmington Trust confirms that its outside counsel fees and
expenses in connection with each Trust through the closing on April 10, 2003 of
the transactions relating to MM (the "Closing Date") have been paid in full.
Wilmington Trust's outside counsel fees and expenses in connection with routine
transactional matters arising after the Closing Date, if any, are additional,
shall be billed separately and shall be payable by Sponsor within 20 days after
an invoice therefore is submitted to Sponsor.
3. This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all of such counterparts shall together constitute but one and the
same Agreement.
4. Invoices should be sent to the individuals set forth below, or
at such other address as such party shall hereafter furnish in writing:
Blue Valley Ban Corp
00000 Xxxxx
Xxxxxxxx Xxxx, XX 00000
000-000-0000 (Tel)
000-000-0000 (Fax)
Contact: Xxxx X. Xxxxxxx
Email:
5. No waiver, modification or amendment of this Agreement shall
be valid unless executed in writing by the parties hereto.
6. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to conflicts
of laws principles.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers effective as of the day first above
written.
WILMINGTON TRUST COMPANY
By: /s/ Xxxxxx X. XxXXxxxxx
--------------------------
Name: Xxxxxx X. XxXXxxxxx
Title: Vice President
BLUE VALLEY BAN CORP
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------
Name: XXXXXX X. XXXXXXX
Title: President, Chief Executive
Officer and Director
Fee Agreement
