Exhibit 10.5
(BANK ONE LOGO) TERM NOTE
$4,500,000.00
DUE: DECEMBER 14, 2012 DATE: JUNE 15, 2005
PROMISE TO PAY. On or before December 14, 2012, for value received, Blue Valley
Ban Corp. (the "Borrower") promises to pay to JPMorgan Chase Bank, N.A., whose
address is 120 S. LaSalle, Chicago, IL 60603 (the "Bank") or order, in lawful
money of the United States of America, the sum of Four Million Five Hundred
Thousand and 00/100 Dollars ($4,500,000.00) plus interest computed on the basis
of the actual number of days elapsed in a year of 360 days at the rate of 1.63%
per annum above the Federal Funds Rate (the "Note Rate"), and at the rate of
3.00% per annum above the Note Rate, at the Bank's option, upon the occurrence
of any default under this Note, whether or not the Bank elects to accelerate the
maturity of this Note, from the date such increased rate is imposed by the Bank.
In this Note, "Federal Funds Rate" means the rate per annum equal to the
consensus (or if no consensus exists, the arithmetic average) of the rates at
which reserves are offered by first-class banks to other first-class banks (at
approximately 8:00 a.m. CST time) on such day (or if such day is not a Business
Day, on the immediately preceding Business Day) on overnight Federal funds
transactions with members of the Federal Reserve system arranged by brokers,
received by the Bank from three Federal Funds brokers of recognized standing
selected by the Bank in its discretion, changing when and as the Federal Funds
Rate changes. The Bank's calculation of the Federal Funds Rate shall be final,
conclusive and binding on the Borrower in the absence of manifest error.
In no event shall the interest rate exceed the maximum rate allowed by law. Any
interest payment that would for any reason be unlawful under applicable law
shall be applied to principal.
Accrued interest shall be due and payable on the last day of each March, June,
September and December, commencing June 30th, 2005. Principal shall be due and
payable, in installments of $150,000 each on the last day of June, September and
December, commencing June 30th, 2005, and continuing up to December 14th, 2012,
with a final installment consisting of all remaining unpaid principal due and
payable in full on December 14th, 2012.
The Borrower will pay, without setoff, deduction, or counterclaim, the Bank at
the Bank's address above or at such other place as the Bank may designate in
writing. If any payment of principal or interest on this Note shall become due
on a day that is not a Business Day, the payment will be made on the next
succeeding Business Day. The term "Business Day" in this Note means a day other
than a Saturday, Sunday or any other day on which national banking associations
are authorized to be closed. Payments shall be allocated among principal,
interest and fees at the discretion of the Bank unless otherwise agreed or
required by applicable law. Acceptance by the Bank of any payment that is less
than the payment due at that time shall not constitute a waiver of the Bank's
right to receive payment in full at that time or any other time.
AUTHORIZATION FOR DIRECT PAYMENTS (ACH DEBITS). To effectuate any payment due
under this Note, the Borrower hereby authorizes the Bank to initiate debit
entries to Account Number _______________________ at the Bank and to debit the
same to such account. This authorization to initiate debit entries shall remain
in full force and effect until the Bank has received written notification of its
termination in such time and in such manner as to afford the Bank a reasonable
opportunity to act on it. The Borrower represents that the Borrower is and will
be the owner of all funds in such account. The Borrower acknowledges (1) that
such debit entries may cause an overdraft of such account which may result in
the Bank's refusal to honor items drawn on such account until adequate deposits
are made to such account; (2) that the Bank is under no duty or obligation to
initiate any debit entry for any purpose; and (3) that if a debit is not made
because the above-referenced account does not have a sufficient available
balance, or otherwise, the payment may be late or past due.
LATE FEE. If any payment is not received by the Bank within ten (10) days after
its due date, the Bank may assess and the Borrower agrees to pay a late fee
equal to the greater of: (a) five percent (5.00%) of the past due amount or (b)
Twenty Five and 00/100 Dollars ($25.00), up to the maximum amount of One
Thousand Five Hundred and 00/100 Dollars ($1,500.00) per late charge.
MISCELLANEOUS. This Note binds the Borrower and its successors, and benefits the
Bank, its successors and assigns. Any reference to the Bank includes any holder
of this Note. This Note is issued pursuant and entitled to the benefits of that
certain Credit Agreement by and between the Borrower and the Bank, dated June
15, 2005, and all replacements thereof (the "Credit Agreement") to which
reference is hereby made for a more complete statement of the terms and
conditions under which the loan evidenced hereby is made and is to be repaid.
The terms and provisions of the Credit Agreement are hereby incorporated and
made a part hereof by this reference thereto with the same force and effect as
if set forth at length herein. No reference to the Credit Agreement and no
provisions of this Note or the Credit Agreement shall alter or impair the
absolute and unconditional obligation of the Borrower to pay the principal and
interest
on this Note as herein prescribed. Capitalized terms not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement.
BORROWER:
Address: 11935 Riley Street Blue Valley Ban Corp.
Overland Park, KS 66213
By:
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Printed Name Title
Date Signed:
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