Exhibit 10.7
STOCK PLEDGE AGREEMENT
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COMES NOW, P.T.C. BANCORP, INC., an Indiana bank holding corporation, (the
"Undersigned") having its principal office located at the junction of State Road
101 and Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxxx, Xxxxxxx 00000, hereby assigns, pledges
and grants to NATIONAL CITY BANK, INDIANA ("Bank") a first security interest
free and clear from all other liens or encumbrances in the following securities:
twenty-seven thousand five hundred (27,500) shares of common stock of PEOPLE'S
TRUST COMPANY, BROOKVILLE, INDIANA an Indiana state bank: (the "Bank
Subsidiary") which constitutes one hundred percent (100%) of the issued and
outstanding shares of stock of the Bank Subsidiary, as evidenced by Certificate
No.561, together with all rights relating thereto, including, but not limited
to, all dividends and distributions, and all proceeds thereof (collectively the
"Collateral").
IN CONSIDERATION OF THESE PREMISES, and for other good and valuable
consideration received, the sufficiency of which is hereby acknowledged, the
Collateral shall secure the payment when due of any and all liabilities of
P.T.C. BANCORP, INC., an Indiana Corporation, to Bank, howsoever created,
evidenced or arising, whether direct or indirect, absolute or contingent, now or
hereafter existing, or due (the "Liabilities") including, but not limited to,
those under a Loan Agreement and a Commercial Installment Note in the principal
amount of Two Million Six Hundred Thousand and No/100 Dollars ($2,600,000.00),
both of even date herewith, executed by P.T.C. BANCORP, INC. to Bank:, and all
renewals, extensions, amendments or replacements thereof.
THE UNDERSIGNED ACKNOWLEDGES AND AGREES to the following terms and
conditions of this Pledge Agreement:
1. Any securities certificates of the Collateral subject to this
Agreement shall be delivered to Bank with stock powers executed in blank, the
form of which is attached hereto as an Exhibit.
2. Until such time as Bank shall notify the Undersigned of the
revocation of such authority, the Undersigned may vote, collect cash dividends
and exercise all other rights of ownership in the Collateral not inconsistent
with Bank's interest hereunder.
3. Any or all of the Liabilities of the Undersigned to Bank shall, at
the option of Bank and notwithstanding any time or credit allowed by an
instrument evidencing a Liability, be immediately due and payable, without
notice or demand upon the occurrence of any of the following events of default:
(a) a default hereunder or in the payment or performance, when due or
payable, of any Liability and the failure to cure within any
applicable cure periods;
(b) the making by the Undersigned of any misrepresentations to Bank for
the purpose of obtaining credit or an extension of credit;
(c) failure of the Undersigned within a reasonable period of time after
request by Bank to furnish financial information or to permit the
inspection of books or records;
(d) calling of a meeting of creditors, appointment of a committee of
creditors or liquidating agents, or offering of a composition or
extension to creditors by, for, or of the Undersigned; or
(e) the insolvency of the Undersigned or Bank Subsidiary.
4. Upon the occurrence of any of the above events of default and at any
time thereafter (such default not having previously been cured) Bank shall have,
in addition to all other rights and remedies, the remedies of a secured party
under the Uniform Commercial Code, as adopted by the State of Indiana,
including, without limitation, the right to accelerate the maturity of any or
all of the Liabilities, at the Bank's option and discretion, the right to take,
transfer any instruments, securities or other property constituting the
Collateral into its own name or that of its nominees and receive the income
thereon and hold the same as security for Liabilities, apply it on principal or
interest due on Liabilities or otherwise dispose of the
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Collateral. Bank shall give to the Obligor at least ten (10) days' prior written
notice of the time and place of any public or private sale of the Collateral.
5. The Undersigned shall at all reasonable times allow Bank, its
officers, attorneys and accountants to examine, inspect or make abstracts from
the Undersigned's books and records and shall do, make and deliver all such
additional and further acts, things, deeds, assurances and instruments as Bank
may require to further protect its interest in or rights to the Collateral.
6. The Undersigned waives demand, notice, protest, notice of acceptance
of this Agreement, notice of credit extended, or other action taken in reliance
hereon and all other demands and notices of any description. With respect to
Liabilities and after an event of default under the terms of this Agreement
with respect to the Collateral, the Undersigned assents to any extension or
postponement of the time of payment or any other indulgence, to any
substitution, exchange, or release of the Collateral to the addition or release
of any part or person primarily or secondarily liable, to the acceptance of
partial payments thereon and the settlement, compromising or adjusting of any
thereof, all in such manner and at such time or times as Bank may deem
advisable. Bank shall have no duty as to the protection of the Collateral or
any income thereon, or as to the preservation of rights against prior parties,
or as to the preservation of any rights pertaining thereto beyond the safe
custody thereof. Bank may exercise all rights and remedies it has regarding the
Liabilities or the Collateral whether evidenced hereby or by any other
instrument or papers. Such rights and remedies shall be cumulative and may be
exercised singularly or concurrently.
7. The Undersigned shall pay to Bank on demand any and all costs and
expenses, including reasonable attorneys' fees, incurred or paid by Bank in
protecting or enforcing its rights upon or under the Collateral. After
deducting all of such costs and expenses, the residue of any proceeds of
collection or sale of Liabilities or the Collateral shall be applied to the
Liabilities, in an order and manner in Bank's discretion, and after proper
allowance for retention of Collateral for remaining Liabilities not then due,
any excess, as determined by
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Bank in its discretion, any excess shall be returned to the Undersigned. If
there is no excess, the Undersigned shall remain liable for any deficiency.
8. Any demand upon or notice to the Undersigned that Bank may elect to
give shall be effective if sent by certified mail or delivered to the
Undersigned at the address of Undersigned previously specified, or if the
Undersigned has notified the Bank in writing of a change of address, to the
Undersigned's last address to notified. Demands or notices addressed to the
Undersigned's address at which Bank customarily communicates with the
Undersigned shall also be effective. This Agreement and all rights and
obligations hereunder, including matters of construction, validity and
performance, shall be governed by the Uniform Commercial Code and other
applicable laws of the State of Indiana without regard to conflict of laws
provisions. Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition without invalidating the remainder of such provision or the
remaining provisions of this Agreement.
9. The security interest of Bank shall extend to and exist in any
securities now or hereafter issued to Bank on account of the securities then
subject to the terms and conditions of this Pledge and Agreement. In addition,
the Undersigned agrees to do such other acts and things and deliver or cause to
be delivered such other documents as Bank may deem necessary to establish and
maintain a valid interest in the Collateral (free of all other liens and claims)
to secure the payment of the Liabilities.
10. The Undersigned does hereby appoint Bank its true and lawful
attorney, coupled with an interest, and in the name, place and stead of
Undersigned, Bank shall have the right to demand, xxx for or otherwise pursue or
exercise any and all rights of the Undersigned in connection with the
Collateral, including, but not limited to, the right to sell, transfer, assign
the Collateral, and endorse all Collateral certificates or other Collateral
documents in the name of the Undersigned, all to the same extent as Undersigned
might do on his own behalf. The
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within appointment is irrevocable and continuing and such rights, powers and
privileges shall be exclusive to Bank, its successors and assigns.
11. The Undersigned hereby irrevocably and unconditionally: (a) submits
for the Undersigned and the Undersigned's property in any legal action of
proceeding commenced by Bank relating to the enforcement of this Agreement, or
for recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the court of the State of Indiana, the
courts of the United States of America for the Southern District of Indiana, and
appellate courts from any thereof; (b) consents that any such action or
proceeding may be brought in such courts, and waives any objection that the
Grantor may now or hereafter have to the venue of any such action or proceeding
in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same; (c) agrees that
services or process in any such action or proceeding may be effected by mailing
a copy thereof by registered or certified mail (or any substantially similar
form of mail), postage prepaid, to the Undersigned at its address set forth
above or at such other address of which Bank shall have been notified in
writing; and (d) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit the right
to xxx in any other jurisdiction.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Agreement as of the 18 day of May, 1994.
the "Undersigned"
P.T.C. BANCORP, INC.
By: /s/ Xxxxx X. Xxxxx Xx.
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Xxxxx X. Xxxxx
President
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State of Indiana )
) SS:
County of______ )
Before me, the undersigned, a Notary Public, in and for said County and
State, this ___ of May, 1994, personally appeared Xxxxx X. Xxxxx, as president
of PTC BANCORP, INC., an Indiana corporation, and acknowledged the execution of
the foregoing Stock Pledge Agreement to be his voluntary act and deed.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal.
/s/ Xxxx Xxxxxx
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Notary Public
My commission expires:
12/19/97
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Residing in said county:
FRANKLIN
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