AGREEMENT
This Agreement is made this 2nd day of January, 1997, between BLUE VALLEY
BANCORP, a Kansas corporation (the "Borrower"), BANK OF BLUE VALLEY, a Kansas
corporation (the "Subsidiary Bank"), and BOATMEN'S FIRST NATIONAL BANK OF KANSAS
CITY (the "Bank"), having its principal office at 14 West 10th Street, Kansas
City, Missouri.
Subject to the terms and conditions of this Agreement and the Note and
Security Agreement hereunder, the Bank agrees to extend credit to the Borrower
in an amount not to exceed TWO MILLION EIGHT HUNDRED EIGHTY-SEVEN THOUSAND FIVE
HUNDRED DOLLARS ($2,887,500).
1. Promissory Note. The loan to be made hereunder will be evidenced by
the Note which will be payable on the following terms:
1.1 Interest. The Note will bear interest on the unpaid balance at
Boatmen's First National Bank of Kansas City Corporate Base Rate.
The interest rate will change daily. Interest will be payable
quarterly commencing March 31, 1996.
1.2 Maturity. The entire unpaid balance of the Note and all accrued
interest will be due and payable ON DEMAND, but no later than
December 31, 1997.
1.3 It is the Bank's expectation that, if the Borrower reduces the
principal amount of the note in the amount of $350,000 on or
before December 31, 1997, the Note will be renewed from time to
time on principally the same terms and under the same conditions
until the Borrower's obligation is paid in full. Notwithstanding
the above, the Borrower understands that should the Bank
determine, in its absolute discretion, that Borrower's credit
standing is unsatisfactory, the Note will not be renewed by the
Bank and must be paid in full.
2. Collateral Security. Payment on the Note will be secured by a first
pledge and security interest covering TWO HUNDRED FIFTY-EIGHT THOUSAND
(258,000) shares of the capital stock of the Bank of Blue Valley.
3. Conditions of Lending. Until payment in full of the Note, the Borrower
agrees that, unless the Bank otherwise consents in writing, the
Borrower will perform or cause to be performed the following:
3.1 Records. Accurate books and records of account will be maintained
by the Borrower and the Subsidiary Bank in accordance with sound
accounting practices consistently applied, and the Bank and its
designated representatives will have the right to examine such
books and records, and to discuss the affairs, finances,
accounts, and content of such books and records of the Borrower
and the Subsidiary Bank.
3.2 Financial Statements. Furnish within ninety (90) days after the
close of each fiscal year of the Borrower, complete copies of the
balance sheets as of the close of such fiscal year and the profit
and loss statements and surplus reconciliations of the Borrower
for such fiscal year prepared in accordance with sound accounting
principles by accountants and in form satisfactory to the Bank.
3.3 Reports. Furnish within thirty (30) days after each filing
thereof: (a) copies of the FRY-6 Annual Report of the Borrower to
the Federal Reserve System; and (b) copies of all Consolidated
Reports of Condition and Consolidated Reports of Income and Call
Reports filed by the Subsidiary Bank with the appropriate
regulatory agency.
3.4 Other Information. Such other information concerning the Borrower
and Subsidiary Bank as the Bank might reasonably request.
4. Adverse Change. The Borrower will immediately advise the Bank of any
requirement by the regulatory authorities for additional capital in
the Subsidiary Bank, or the institution of any agreement, order, or
proceeding between any regulatory authority and the Borrower or
Subsidiary Bank, whether or not such agreement, order, or proceeding
is agreed to by the Borrower or Subsidiary Bank. The Borrower will
immediately advise the Bank of any significant litigation or other
matter which might result in a material adverse change in the
financial condition of the Borrower or the Subsidiary Bank.
5. Change in Ownership. Any change in control of the ownership of the
Borrower or any merger or consolidation with or into another
corporation or other disposition of property by the Borrower, without
the prior written consent of the Bank, shall constitute an event of
default and upon such an occurrence the Bank may demand the entire
obligation of the Borrower to be immediately due and payable. Borrower
agrees to immediately notify Bank of any such change in ownership.
6. In the event additional capital shall be injected in Subsidiary Bank,
whether by capital note, stock or in other form, such capital note,
stock or other instrument shall be immediately pledged to the Bank.
7. If default shall be made in the due observance or performance of any
terms, covenants or agreements in this Agreement, the Bank may demand
the entire obligation of the Borrower to be due and payable. No
failure on the part of the Bank to exercise and no delay in exercising
any right hereunder shall operate as a waiver thereof.
8. This Agreement and the rights and obligations of the parties shall be
governed by the interpreted in accordance with the laws of the State
of Missouri.
9. This Agreement is the final expression of the agreement between
Boatmen's and the Borrower(s). This Agreement may not be contradicted
by evidence of any prior oral agreement or of a contemporaneous oral
agreement between the parties.
All the terms of the final agreement of the parties not set forth above or
which vary any terms set forth above, including any previous oral agreements,
are as follows:
No unwritten oral agreement between the parties exists.
BLUE VALLEY BANCORP
"Borrower"
By: /s/ Robert D. Regnier
Title:_________________________________
BANK OF BLUE VALLEY
"Subsidiary Bank"
By: /s/ Robert D. Regnier
Title:_________________________________
BOATMEN'S FIRST NATIONAL BANK
OF KANSAS CITY
"Bank"
By: /s/ Deon Pitsor
Title: Vice President