Boatmen's First National Bank
of Kansas City
14 West 10th Street
Boatmen's Kansas City, Missouri 64105
1439286-0001-B42 "Bank"
SECURITY AGREEMENT
(Property Other Than Inventory, Accounts and General Intangibles)
to
Bank
To secure payment of all Obligations of the undersigned ("Obligor") to
Bank, Obligor by this Security Agreement (this "Agreement") grants to Bank a
security interest under the Uniform Commercial Code in, and pledges and assigns
to Bank, the following property and such other property as may be described in
any exhibit attached hereto, all of Obligor's books and records (including
computer data and storage media) pertaining to the foregoing, all rights related
thereto, all additions thereto and substitutions therefor, and all interest,
dividend or other income, products, and cash and noncash proceeds, of or from
said property, and everything that becomes (or is held for the purpose of being)
affixed to or installed in any of said property (collectively the "Collateral"):
258,000 SHARES OF BANK OF BLUE VALLEY STOCK
THE PROCEEDS OF SHARES OF THE CAPITAL STOCK OF BANK OF BLUE VALLEY
INCLUDING, BUT NOT LIMITED TO, ALL ACCRUALS TO SUCH SHARES AND DIVIDENDS,
RIGHTS AND PAYMENTS, SHARES AND PROPERTY RECEIVED IN RESPECT THEREOF,
INCLUDING THOSE BY WAY OF CORPORATE REORGANIZATION, LIQUIDATION, SPLIT OR
CHANGE IN CAPITAL STRUCTURE.
Obligor agrees in favor of Bank as follows:
1. OBLIGATIONS. As used herein, the term "Obligations" shall mean all
indebtedness (whether principal, interest, fees or otherwise), obligations and
liabilities of Obligor to Bank (including without limitation all extensions,
renewals, modifications, rearrangements, restructures, replacements and
refinancings thereof, whether or not the same involve modifications to interest
rates or other payment terms of such indebtedness, obligations and liabilities),
whether now existing or hereafter created, absolute or contingent, direct or
indirect, joint or several, secured or unsecured, due or not due, contractual or
tortious, liquidated or unliquidated, arising by operating of law or otherwise,
or acquired by Bank outright, conditionally or as collateral security from
another, including but not limited to the obligation of Obligor to repay FUTURE
ADVANCES by Bank, whether or not made pursuant to commitment and whether or not
presently contemplated by Obligor and Bank, and the obligation to repay advances
by Bank under any letters of credit issued for Obligor's account, and (to the
extent permitted by law) all costs of collection thereof, including but not
limited to reasonable attorney's fees and actual attorney's expenses (whether or
not there is litigation), court costs and all costs in connection with any
proceedings under the United States Bankruptcy Code pertaining thereto;
provided, however, that the term "Obligations" shall not include any
indebtedness
evidenced by or secured pursuant to any writing which states in effect that such
indebtedness is secured only by the property described in such writing, but only
if the property so described does not include the Collateral.
2. REPRESENTATIONS AND WARRANTIES. Obligor represents and warrants
to Bank that Obligor is the owner of all the Collateral free and clear of any
and all liens, encumbrances and security interests, other than the security
interest of Bank.
3. SECURITIES AS COLLATERAL. If any of the property which is part
of the Collateral is a security:
3.1. Obligor has delivered to Bank the certificates or other instruments
representing the securities, together with stock powers or other
instruments of transfer satisfactory to Bank executed in blank by Obligor
for each such certificate or instrument.
3.2. Bank may transfer the security into its name or the name of its
nominee for so long as the security remains part of the Collateral.
3.3. The issuer of any security which is part of the Collateral is hereby
granted the authority to make the transfer into Bank's name or the name of
Bank's nominee.
3.4. So long as there is no default by Obligor hereunder, Obligor shall
have and retain all voting rights with respect to the securities, and all
income from the securities shall be paid and delivered to Obligor;
provided, however, that any securities received by Obligor by reason of
Obligor's ownership of the securities pledged hereunder shall be promptly
delivered to Bank as part of the Collateral.
4. ADDITIONAL COLLATERAL. If, in Bank's sole opinion, the Collateral
becomes insufficient to secure payment of the Obligations, Bank may require
Obligor to assign, pledge and deliver to bank, and to grant Bank a security
interest under the Uniform Commercial Code in, additional property satisfactory
to Bank as part of the Collateral within twenty-four (24) hours of request by
Bank.
5. POSSESSION OF COLLATERAL. Until a default hereunder, Obligor may have
possession of the Collateral which is not herewith delivered to Bank and may use
each item thereof in any lawful manner not inconsistent with this Agreement or
with any policy of insurance covering it.
6. BUSINESS PURPOSE. The Collateral is not and shall not be used
for personal, family or household purposes.
7. ADVERSE CONDITIONS AFFECTING COLLATERAL. Obligor shall notify Bank
immediately in writing of any adverse fact or condition of which Obligor is
aware or should be aware which bears upon the value of the Collateral including
without limitation any adverse fact or condition, or the occurrence of any
event, which causes loss or depreciation in the value of any Item of the
Collateral and the amount of such loss or depreciation. Obligor shall provide
such additional information to Bank regarding the amount of any loss or
depreciation in value of the Collateral as Bank may reasonably request from time
to time.
8. INSURANCE. Obligor shall at all times keep all tangible Collateral
insured against loss, damage, theft and other risks (and in the case of motor
vehicles, obtain comprehensive and collision insurance), in such amounts and
with such companies as shall be satisfactory to Bank. All such policies shall
provide that loss proceeds are payable to Bank as its interest appears, and Bank
may apply any proceeds of such insurance toward payment of the Obligations,
whether or not due, in such order of application as Bank alone determines. Upon
Bank's request at any time, Obligor shall furnish to Bank certificates that such
insurance is in force and that all premiums due therefor have been paid. Every
such insurance policy shall require at least thirty (30) days' written notice to
Bank prior to cancellation. If any such insurance policy is canceled, Bank may
collect any return premiums and apply them toward payment of the Obligations,
whether or not due, in such order of application as Bank alone determines.
9. DISBURSEMENT DIRECTLY TO SELLER OF COLLATERAL. To the extent that
Obligor has advised Bank that any Collateral is being acquired with a loan or
advance from Bank, such proceeds may be disbursed by Bank directly to the seller
of such Collateral.
10. TAXES; TRANSFERS, LIENS AND ENCUMBRANCES. Obligor shall timely pay and
discharge all taxes assessed on the Collateral. Obligor shall not transfer,
sell, assign or convey the Collateral, or any part thereof or any interest
therein, without the prior written consent of Bank. Obligor shall not create or
grant or allow to exist any lien, encumbrance or security interest on any
Collateral other than the security interest of Bank. Obligor shall not permit
Obligor's rights in any of the Collateral to be affected by attachment, levy,
garnishment or other judicial process remaining unpaid, unstayed on appeal,
undischarged, unbonded or undismissed for more than sixty (60) days, and Obligor
shall defend the Collateral against the claims and demands of all persons.
11. OBLIGOR'S CHIEF EXECUTIVE OFFICE; LOCATION OF COLLATERAL. Obligor's
home address, if Obligor is an individual, and the address of Obligor's chief
executive office is that given at the end of this Agreement ("Obligor's Chief
Business Address"). All other places of business of Obligor, if any, are listed
on an exhibit attached hereto. Unless Bank otherwise consents in writing, all
the tangible Collateral shall be kept at Obligor's Chief Business Address or
such other listed places of business. Obligor shall keep at Obligor's Chief
Business Address, or at one of such other listed addresses, when not in use, all
Collateral which is movable; and without Obligor first making arrangements
satisfactory to Bank to protect Bank's security interest therein, Obligor shall
not locate any of the Collateral in any other place. If Obligor's name changes,
or the location of Obligor's Chief Business Address changes, or Obligor opens
other places of business, Obligor shall promptly notify Bank of the same in
writing and shall execute such additional documents as Bank may reasonably
request in order to maintain a perfected security interest in favor of Bank in
the Collateral.
12. INSPECTION. Whenever requested by Bank, Obligor shall permit Bank or
any of its authorized representatives to inspect the Collateral and audit the
books and records of Obligor pertaining to the Collateral during the normal
business hours of Obligor. Upon request of Bank, Obligor shall reimburse Bank
for Bank's reasonable costs and expenses incurred in performing such audits and
inspections.
13. MAINTENANCE OF COLLATERAL. Obligor shall keep all tangible items of
Collateral (if any) in the same condition as existed on the date hereof (or,
with respect to hereafter acquired Collateral, in the same condition as existed
on the date acquired), ordinary wear and tear excepted.
14. PROTECTION OF SECURITY INTEREST. Bank may file a copy of this
Agreement, or a financing statement executed by Bank as agent for Obligor, in
any public office deemed necessary by Bank to perfect its security interest in
the Collateral. In addition, Obligor shall execute or cause the execution of
such additional financing statements and other documents (and pay the cost of
filing or recording the same in all public offices deemed necessary by Bank) and
do such other acts and things, including execution of applications and
certificates of title naming Bank as a secured party and delivery of same to
Bank, as Bank may from time to time request or deem necessary to establish and
maintain a valid and perfected security interest in the Collateral, and, if any
of the property which is part of the Collateral is a security, including sending
written notices to advise any registrar, paying agent, trust or like person or
entity of the existence of the security interest granted hereunder in the
securities and to instruct any such person or entity to make payments,
disbursements and distributions in respect of the securities directly to Bank
when and as contemplated by this Agreement. Upon the request of Bank, Obligor
shall place a notice of the existence of Bank's security interest in the
Collateral, in form and by means acceptable to Bank, upon those writings
evidencing the Collateral and the books and records of Obligor pertaining to the
Collateral, as designated by Bank.
15. PRESERVATION OF COLLATERAL. Bank may, but is not obligated to, perform
any obligation of Obligor hereunder which Obligor fails to perform. Bank may
also take any other action which it deems necessary for the maintenance or
preservation of any of the Collateral or the security interest of Bank therein
including, but not limited to, the payment and discharge of taxes, liens,
encumbrances and security interests of any kind against the Collateral or the
procurement of insurance. Bank may take any action which it deems necessary in
order to adjust, settle or cancel any policy of insurance on items of
Collateral, or endorse any draft received in connection therewith in payment of
a loss, refund or otherwise. Obligor agrees to reimburse Bank on demand for all
costs and expenses incurred or paid by Bank pursuant to this paragraph together
with interest thereon at the highest rate provided in any instrument, document
or agreement evidencing any of the Obligations. Any amount not so reimbursed
shall be added to and become a part of the Obligations. Bank may, for the
foregoing purposes, act in its own name or in the name of Obligor. Obligor
hereby grants to Bank a power of attorney, irrevocable so long as any of the
Obligations secured hereby are outstanding, to take any of the actions described
or permitted by this paragraph.
16. EVENTS OF DEFAULT. Each of the following events shall constitute
a default under this Agreement:
16.1. Obligor fails to pay when due any amount payable on any of the
Obligations.
16.2 Obligor fails to pay any obligation to any person or entity other
than Bank in full when it becomes due or the maturity of any such
obligation is for any reason accelerated.
16.3. Obligor or any other person who has signed any instrument, document
or agreement evidencing any of the Obligations as maker, surety, endorser
or guarantor dies; or any corporation which has signed, in any capacity,
any instrument, document or agreement evidencing any of the Obligations is
dissolved or liquidated.
16.4. Obligor, or any guarantor or surety for Obligor, makes an assignment
for the benefit of his or its creditors, ceases to operate his or its
business, or files or has filed against him or it a petition for relief
under the United States Bankruptcy Code or any other federal or state law
pertaining to the relief of debtors or a receiver is appointed with
respect to any of the Collateral.
16.5. There is loss, theft, damage, destruction, sale or encumbrance to or
of any of the Collateral or there is a levy on, seizure of or attachment
to any of the Collateral.
16.6. Obligor fails to do anything that Obligor has agreed to do in this
Agreement or in an other document, instrument or agreement evidencing or
executed in connection with the Obligations, or any warranty,
representation or statement made or furnished to Bank by or on behalf of
Obligor is found to have been false or untrue in any material respect when
made or furnished.
16.7. Bank deems its position with respect to the Obligations or
Collateral is or is about to become impaired and Obligor fails to give
additional collateral or provide other assurances to bank within
twenty-four (24) hours after the same are requested by Bank.
17. REMEDIES. Upon a default under this Agreement, all of the Obligations,
at the option of Bank, shall become immediately due and payable, and Bank may
enforce full payment of the same and shall have and may exercise any of the
rights and remedies of a secured party under the Uniform Commercial Code or
otherwise possessed by Bank. Further, Bank may treat all of Obligor's property
in Bank's possession as part of the Collateral to secure payment of the
Obligations. If Bank so requires, Obligor shall assemble the Collateral and make
it available to Bank at a place to be designated by Bank which is reasonably
convenient to both parties.
18. CUSTODY AND PRESERVATION OF THE COLLATERAL. Bank shall be deemed to
have exercised reasonable care in the custody and preservation of any Collateral
in its possession if it takes such action for that purpose as Obligor requests
in writing. Failure of Bank to comply with any such request shall not of itself
be deemed a failure to exercise such reasonable care. The failure of Bank to
preserve or protect any rights with respect to any of the Collateral against
other parties, or to do any act with respect to the preservation of such
Collateral not so requested by Obligor, shall not be deemed a failure to
exercise reasonable care in the custody or preservation of such Collateral.
19. ATTORNEY'S FEES AND OTHER COSTS. Obligor shall reimburse Bank (to the
extent permitted by law) for all expenses incurred by Bank in seeking to collect
or enforce the Obligations and any other rights under this Agreement or under
any other instrument, document or agreement evidencing any of the Obligations,
including reasonable attorney's fees and actual attorney's expenses (whether or
not there is litigation), court costs and all costs in connection with any
proceedings under the United States Bankruptcy Code and any expenses incurred on
account of damage to any property to which any of the Collateral may be affixed
and for repairs to such property or reimbursement for such damage.
20. SUBSTITUTION OF COLLATERAL. With Bank's prior written consent, Obligor
may substitute for any property which is part of the Collateral other property
of equivalent collateral value. Any substitution of Collateral by Obligor shall
not affect Bank's rights against any endorser, guarantor or surety on any
instrument, document or agreement evidencing any of the Obligations. Neither
shall it affect Bank's right to collect on any instrument, document or agreement
evidencing any of the Obligations. Bank shall have the same rights in the
property that Obligor substitutes as part of the Collateral that it had in the
property originally given as collateral under this Agreement.
21. ASSIGNMENT BY BANK. Bank may assign or transfer to another any
instrument, document or agreement evidencing any of the Obligations and Bank's
rights under this Agreement and may deliver all the property which is part of
the Collateral and in its possession to the assignee or transferee.
22. NO RELEASE OR IMPAIRMENT OF COLLATERAL. Bank's security interest
hereunder and Bank's rights in connection therewith shall continue unimpaired
notwithstanding that Bank takes or releases other security, releases any party
primarily or secondarily liable for any of the Obligations, grants or allows
extensions, renewals, modifications, rearrangements, restructures, replacements
or refinancings thereof, whether or not the same involve modifications to
interest rates or other payment terms thereof, or indulgences with respect to
the Obligations. Bank may apply to the Obligations in such order as Bank shall
determine, any proceeds or other amounts received on account of the Collateral
pursuant hereto by the exercise of any right permitted under this Agreement,
regardless whether there is any other security for the Obligations.
23. GOVERNING LAW. This Agreement shall be governed by and construed under
the laws of the state of Bank's address as listed at the top of this Agreement
(the "State"), without regard to choice or conflict of laws rules, including the
version of the Uniform Commercial Code adopted in the State. Capitalized terms
used and not otherwise defined in this Agreement shall have the meanings given
thereto in the Uniform Commercial Code.
24. SUCCESSORS AND ASSIGNS. The obligations and liabilities of Obligor
under this Agreement may not be delegated. This Agreement shall inure to the
benefit of and shall be enforceable by Bank and Bank's assignees, transferees
and successors against Obligor and Obligor's successors, heirs, devisees,
beneficiaries, executors and administrators.
25. NOTICES. Any communication by Bank to Obligor shall be deemed given if
in writing and when (i) personally delivered to Obligor, or (ii) sent to Obligor
at Obligor's Notice Address by certified or registered mail, courier, or
telegram, or (iii) sent by facsimile to Obligor's FAX Number, whether received
by Obligor or not. No communication from or concerning Obligor shall be deemed
for any purpose to have been received by Bank unless it is in writing and
actually received by an executive officer of Bank. Whenever applicable
provisions of the Uniform Commercial Code or other applicable law require that
notice be reasonable, ten (10) days' notice shall be deemed reasonable.
Obligor's "Notice Address" is the
mailing address shown below Obligor's signature. Obligor's FAX Number is the
telephone number for Obligor's facsimile machine shown below Obligor's
signature.
26. WAIVERS AND MODIFICATIONS. No waiver by Bank shall be effective unless
it is in a writing and signed by an authorized officer of Bank. No such waiver
shall operate as a waiver of any other matter or of a similar matter at a future
time. This Agreement may not be changed except by a writing executed by both
Obligor and an authorized officer of Bank.
27. SEVERABILITY. If any provision of this Agreement is held to be
invalid or unenforceable under any applicable law, the rest of this Agreement
shall remain fully valid and enforceable.
Executed June 7, 1994.
OBLIGOR ACKNOWLEDGES RECEIPT OF A COPY OF THIS DOCUMENT. IF THERE IS MORE THAN
ONE UNDERSIGNED AS OBLIGOR, ALL REFERENCES HEREIN TO "OBLIGOR" REFER TO ALL OF
THE UNDERSIGNED AND TO EACH OF THEM, AND THEIR OBLIGATIONS HEREUNDER ARE JOINT
AND SEVERAL.
BLUE VALLEY BAN CORP
BY: /s/ Robert D. Regnier
President Robert D. Regnier
Obligor's Notice Address: P O Box 26128, OVERLAND PARK, KS 66225
Telephone Number: 913-338-1000 FAX Number:
Obligor's Chief Business Address: P O Box 26128
OVERLAND PARK, KS 66225