EXHIBIT 10.20
STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT dated as of April 29, 1994 (this
"Agreement") is made between each of the persons named in Schedule 1 hereto
(such persons are hereinafter referred to individually as a "Pledgor" and
collectively as "Pledgors") and the Resolution Trust Corporation, organized and
existing under the laws of the United States, in its corporate capacity (in such
capacity, the "Secured Party" or the "Corporation").
RECITALS
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WHEREAS, pursuant to Section 5(d) of the Home Owners' Loan Act, as
amended (the "HOLA"), 12 U.S.C. Section 1464(d), the Office of Thrift
Supervision ("OTS") has closed Pan American Federal Savings Bank, (the "Failed
Association") and has appointed the Resolution Trust Corporation as receiver of
the Failed Association; WHEREAS, the Receiver has determined pursuant to Section
1l(d)(2)(G) of the Federal Deposit Insurance Act, as amended (the "FDIA"), 12
U.S.C. Section 1821(d)(2)(G), that it is appropriate and necessary to transfer
certain assets and liabilities of the Failed Association to the Assuming
Institution;
WHEREAS, the Parties intend that such transfer be made on the terms
and conditions set forth in the "RTC Standard Purchase and Assumption Terms and
Conditions (Theta version dated July 26, 1993) (the "Standard Terms"),
incorporated by reference in (and expressly made a part of) the Whole Purchase
and Assumption Agreement dated as of April 29, 1994 (the "Purchase and
Assumption Agreement") and as supplemented, modified or amended by the
Purchase and Assumption Agreement;
WHEREAS, on April 1, 1992 the Corporation adopted an amended
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policy statement entitled "RTC Guidelines Regarding Minority-Preference
Resolutions" (the "Guidelines") which authorizes the Corporation to provide
interim capital assistance to Minority-owned Depository Institutions in order
to preserve the ownership characteristics and increase the number of such
institutions whenever practical, and the Minority Capital Assistance Program has
been established statutorily in the Federal Home Loan Bank Act, as amended (the
"FHLBA"), 12 U.S.C. 1441a(u);
WHEREAS, the Failed Association was formerly a Minority-Owned Depository
Institution;
WHEREAS, application has been made to the Corporation to provide interim
capital assistance to the Pledgors pursuant to the Guidelines in connection
with the resolution of the Failed Association and, in that connection, the
Pledgors have executed and delivered to the Corporation an Application for
Interim Capital Assistance dated Septeluber 7, 1993 (the "Application");
WHEREAS, the Pledgors have represented that they are "Minorities" and
a "Minority-Owned Depository Institution" within the intent and definition of
those terms under Sections 21A(s) and 21A(u) of the Federal Home Loan Bank Act,
12 U.S.C. 1441a(s) and (u), of the FHLBA, as amended, 12 U.S.C. Sections
1441a(s) and (u), and the Guidelines;
WHEREAS, the Corporation has agreed to provide interim capital assistance to
the Pledgors for the sole purpose of facilitating the resolution of the Failed
Association on the terms and conditions set forth in this Agreement; and
WHEREAS, as a condition to receipt of Interim Capital Assistance, the
Pledgors have agreed to pledge to the Corporation all of issued and outstanding
shares of capital stock of the Assuming Institution and any Additional
Collateral as may be hereinafter acquired.
NOW, THEREFORE, in consideration of the premises and to induce the
Corporation to provide such interim capital assistance, it is hereby agreed as
follows:
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1. Defined Terms.
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Except as otherwise provided herein, capitalized terms used in this Agreement
shall have the respective meanings assigned to them in the Interim Capital
Assistance Agreement (such meanings to be equally applicable to both the
singular and plural forms of the terms defined).
(a) "Additional Collateral" means, for each Pledgor, all additional shares of
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capital stock of the Assuming Institution hereinafter acquired in any manner by
such Pledgor, all options or other rights to acquire the same, and all
dividends and distributions (whether of cash, securities or other property)
received or receivable with respect to the Pledged Shares or Qualifying Shares
of such Pledgor or such additional shares of such Pledgor or in exchange
therefor, and any and all proceeds of the Pledged Shares of such Pledgor and of
the foregoing.
(b) "Assistance Documents" shall mean the Interim Capital Assistance
---------------------
Agreement, the Promissory Note, this Agreement and any other document or
agreement now or hereafter delivered in connection herewith or therewith.
(c) "Assuming Institution" shall mean Pan American Bank, FSB, an insured
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depository institution within the meaning of the FDIA, organized and existing as
a federal savings bank with its principal place of business in San Mateo,
California.
(d) "Event of Default" shall have the meaning set forth in Section 5 of the
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Interim Capital Assistance Agreement.
(e) "Failed Association" shall mean Pan American Federal Savings Bank,
------------------
formerly a federal savings association under the HOLA, as amended, 12 U.S.C.
Section 1461, et seq., and having its principal place of business in San Mateo,
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California, which was closed pursuant to Order No. ___________ of the OTS.
(f) "Minority" shall have the meaning as statutorily set forth in Section
21A(s)(2)(C) of the FHLBA, 12 U.S.C. 1441a(s) (2) (C).
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(g) "Pledged Shares" shall mean all of the issued and outstanding shares of
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capital stock of the Assuming Institution, as more specifically described in
Schedule 2 hereto.
(h) "Receiver" shall have the meaning as set forth in the Standard Terms and
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the Purchase and Assumption Agreement.
(i) "Qualifying Shares" means, for each Pledgor who is also a director of the
-----------------
Assuming Institution, the number of shares of capital stock of the Assuming
Institution owned by such Pledgor which are the minimum number of shares
required to be owned by such Pledgor pursuant to state or federal banking laws
or regulations, if applicable, and which are more fully described in Schedule 3
hereto.
(j) "Secured Obligations" shall have the meaning set forth in Section 3
-------------------
hereof.
2. Pledge of Pledged Collateral.
----------------------------
(a) For valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, as security for the payment and performance of the Secured
Obligations, each Pledgor hereby grants to the Corporation a security interest
in all of the following (collectively, the "Pledged Collateral"):
(i) the Pledged Shares of such Pledgor and the stock certificates
representing such Pledged Shares; and
(ii) the Additional Collateral of such Pledgor and the stock certificates
representing such Additional Collateral.
(b) Each Pledgor hereby agrees to deliver all stock certificates representing
the Pledged Shares of such Pledgor to the Corporation, together with such
Pledgor's endorsement or appropriate stock powers duly executed in blank, in
each case with signatures guaranteed.
(c) Subject to the provisions of Section 8(a) hereof, if any Pledgor shall
become entitled to receive or shall receive any items of Additional Collateral,
such Pledgor shall accept any such items, and shall hold them in trust for the
Corporation, and shall promptly (and in any event within three (3) Business
Days) deliver
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all items of Additional Collateral forthwith to the Corporation in the exact
form received, together with such Pledgor's endorsement or with appropriate
stock powers duly executed in blank, in each case with signatures guaranteed, to
be held by the Corporation subject to the terms hereof as part of the Pledged
Collateral. Each such Pledgor shall also, upon obtaining any additional shares
of capital stock of the Assuming Institution which are not Pledged Shares,
promptly (and in any event within three (3) Business Days) deliver to the
Corporation a Pledge Amendment, duly executed by such Pledgor, in substantially
the form of Schedule 4 hereto and incorporated herein by reference (a "Pledge
Amendment"), with respect to such shares. Each Pledgor hereby authorizes the
RTC to attach any such Pledge Amendment to this Agreement and agrees that all
shares listed on any Pledge Amendment delivered to the RTC shall for all
purposes hereunder be considered Pledged Collateral.
3. Security for Obligations. This Agreement secures, and the Pledged
------------------------
Collateral is security for, the payment and performance of (a) all indebtedness
and other obligations of the Shareholders now or hereafter existing under the
Interim Capital Assistance Agreement, the Note, all other Assistance Documents
to which any Shareholder is a party, and all other documents now or hereafter
delivered in connection therewith, whether due or not due absolute or
contingent; liquidated or unliquidated, and (b) all indebtedness and other
obligations now or hereafter existing of the Pledgors under this Agreement and
all other documents now or hereafter delivered in connection herewith
(collectively, the "Secured Obligations").
4. Pledgor's Waivers.
-----------------
(a) Each Pledgor waives and agrees not to assert (i) any right to require the
Corporation to proceed against any other Pledgor or guarantor or any other
Person, to proceed against or exhaust any of the Pledged Collateral or any other
security held for the Secured Obligations or to give notice of the terms, time
and place of any public or private sale of the Pledged Collateral
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or any other security held for the Secu(Pounds)ed Obligations or comply with any
other provisions of Section 9-504 of the Uniform Commercial Code (or any
equivalent provision of any other applicable law); provided however, that
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the Corporation shall endeavor to give notice to each Pledgor of the terms, time
and place of any sale of any Collateral Pledged or any other security held for
the Secured Obligations, (ii) the defense of the statute of limitations in any
action hereunder or for the collection or performance of the Secured
Obligations, (iii) any defense arising by reason of any lack of authority or any
other defense of such Pledgor or any other Person, and (iv) any defense based
upon an election of remedies (including, if available, an election to proceed by
nonjudicial foreclosure) which destroys or impairs the subrogation rights of
such Pledgor or the right of such Pledgor to proceed against any other Pledgor
or other obligor of the Secured Obligations for reimbursement. Each Pledgor
assumes responsibility for keeping informed of the financial condition of the
Assuming Institution and agrees that the Corporation has no obligation to keep
such Pledgor so informed.
(b) Each Pledgor waives any and all notice of the acceptance of this Stock
Pledge Agreement, and any and all notice of the creation, renewal, modification,
extension or accrual of the Secured Obligations, or the reliance by the
Corporation upon this Stock Pledge Agreement, or the exercise of any right,
power or privilege hereunder. The Secured Obligations shall conclusively be
deemed to have been created, contracted, incurred and permitted to exist in
reliance upon this Stock Pledge Agreement. Each Pledgor waives presentment,
protest, demand for payment, notice of default, dishonor or nonpayment and all
other notices to or upon such Pledgor or any other Person with respect to
the Secured Obligations.
(c) The obligations of each Pledgor hereunder are independent of the
obligations of any other Pledgor and upon the occurrence and during the
continuance of any Event of Default, a
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separate action or actions may be brought against any such Pledgor, whether or
not any other Pledgor is joined therein or a separate action or actions are
brought against any other Pledgor.
(d) Until satisfaction of the Secured Obligations in full, no Pledgor shall
have any right of subrogation with respect to the Secured Obligations.
(e) The obligations of each Pledgor hereunder shall be irrevocable, absolute
and unconditional, irrespective of the genuineness, legality, validity,
regularity or enforceability of any Assistance Documents or of any other
circumstance which might otherwise constitute a legal or equitable discharge of
a surety or guarantor, and shall not be subject to any counterclaim, set-off,
deduction or defense which any such Pledgor may have against the Receiver or the
Corporation.
(f) Each Pledgor hereby consents and agrees that, without notice to or further
assent from such Pledgor:
(i) the principal amount of the Secured Obligations may be increased or
decreased and additional indebtedness or obligations of any Shareholder under
the Assistance Documents may be incurred, by an amendment, modification or
renewal of any Assistance Document or otherwise;
(ii) the time manner, place or terms of any payment under any Assistance
Document may be extended or changed, including by an increase or decrease in the
interest rate on any Secured Obligation or any other amount payable under any
Assistance Document, by an amendment, modification or renewal of such
Assistance Document or otherwise;
(iii) any action may be taken under or with respect to any Assistance
Document in the exercise of any remedy, power or privilege therein contained
(including, without limitation, the acceleration of the maturity of the Note) or
otherwise, or such remedy, power or privilege may be waived, omitted or not
enforced;
(iv) the time for any Shareholder's performance of or compliance with any
term, covenant or agreement on its part to be
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performed or observed under any Assistance Document may be extended, or such
performance or compliance waived, or failure in or departure from such
performance or compliance consented to, all in such manner and upon such terms
as the Corporation may deem proper;
(v) the Corporation may discharge or release, in whole or in part, any
other Pledgor or other guarantor or any other Person liable for the payment and
performance of all or any part of the Secured Obligations, and may permit or
consent to any such action or any result of such action, and shall not be
obligated to demand or enforce payment upon any of the Pledged Collateral, nor
shall the Corporation be liable to such Pledgor for any failure to collect or
enforce payment of the Secured Obligations or to realize on the other Pledged
Collateral therefor;
(vi) in addition to the Pledged Collateral, the Corporation may take and
hold other security (legal or equitable) of any kind, at any time, as
collateral for the Secured Obligations, and may, from time to time, in whole
or in part, exchange, sell, surrender, release, subordinate, modify, waive or
extend such security and may permit or consent to any such action or the result
of any such action, and may apply such security and direct the order of manner
of sale thereof; and
(vii) the RTC may exercise or refrain from exercising any right, remedy
or power (including, without limitation, any power of sale) granted by any
Assistance Document or other security document or agreement, in law or in equity
or otherwise, with respect to the Secured Obligations or any of the Pledged
Collateral or other security or lien (legal or equitable) held, given or
intended to be given therefor; all as the Corporation may deem advisable, and
all without impairing, abridging, releasing or affecting this Stock Pledge
Agreement.
5. Continuing Obligation.
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This Stock Pledge Agreement shall continue in effect and be binding upon each
Pledgor until satisfaction of the Secured
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Obligations in full. This Stock Pledge Agreement shall be automatically
reinstated if, for any reason, any payment by or on behalf of the Pledgors shall
be rescinded or must otherwise be restored, whether as a result of proceedings
in bankruptcy or reorganization or otherwise.
6. Representations and Warranties
------------------------------
In addition to the representations and warranties of each Pledgor set forth
in the other Assistance Documents, which are incorporated herein by this
reference, each Pledgor hereby represents and warrants to the Corporation
that:
(a) The Pledged Shares and the Qualifying Shares of such Pledgor
constitute the only issued and outstanding shares of capital stock owned or
controlled by such Pledgor, and all of such Pledged Shares and Qualifying Shares
are validly issued, fully paid and nonassessable;
(b) No securities convertible into or exchangeable for any shares of
capital stock of the Assuming Institution, or any options, warrants or other
commitments entitling any Person to purchase or otherwise acquire any shares of
capital stock of the Assuming Institution, are issued and outstanding;
(c) Such Pledgor is the record and beneficial owner of the Pledged Shares
of such Pledgor, and will be the record and beneficial owner of any Additional
Collateral of such Pledgor upon acquisition thereof by such Pledgor, free and
clear of all Liens, except those created in favor of the Corporation hereunder;
(d) Such Pledgor has the right and requisite authority to pledge, assign,
transfer, deliver; deposit and set over the Pledged Collateral pledged by such
Pledgor to the Corporation as provided herein;
(e) None of the Pledged Shares of such Pledgor has been transferred in
violation of the securities registration, securities disclosure or similar laws
of any jurisdiction to which such-transfer may be subject;
(f) No consent, approval, authorization or other
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order of any Person and no consent, authorization, approval, or other action by,
and no notice to or filing with, any governmental authority or regulatory body
is required to be made or obtained by such Pledgor either (i) for the pledge by
such Pledgor of the Pledge Collateral pursuant to this Stock Pledge Agreement or
for the execution, delivery or performance of this Stock Pledge Agreement by
such Pledgor, or (ii) for the exercise by the Corporation of the voting or
other rights provided for in this Stock Pledge Agreement or the remedies in
respect of the Pledged Collateral pursuant to this Stock Pledge Agreement or the
remedies with respect to the Pledged Collateral pursuant to this Stock Pledge
Agreement, except as may be required in connection with such disposition by laws
affecting the offering and sale of securities generally;
(g) The pledge, assignment and delivery of the Pledged Collateral
pursuant to this Stock Pledge Agreement will create a valid perfected first
priority Lien on the Pledged Collateral pledged by such Pledgor and the proceeds
thereof, securing the Secured Obligations; and
(h) This Stock Pledge Agreement has been duly executed and delivered by
such Pledgor and constitutes a legal, valid and binding obligation of such
Pledgor enforceable in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency, or other similar laws affecting the rights
of creditors generally or by the application of general equity principles.
The representations and warranties set forth in this Section 6 shall
survive the execution and delivery of this Stock Pledge Agreement.
7. Covenants.
---------
In addition to the covenants of each Pledgor set forth in the other Assistance
Documents to which it is a party, which covenants are incorporated herein by
this reference, each Pledgor hereby agrees:
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(a) At its own expense, to appear in and defend any action or proceeding
which purports to affect title to the Pledged Collateral pledged by such Pledgor
or the Lien in favor of the Corporation therein.
(b) (i) Not to sell, convey, transfer, assign or otherwise dispose of
the Pledge Collateral pledged by such Pledgor or any right, title or interest
therein other than pursuant hereto, (ii) not to create, incur or permit to exist
any Lien on the Pledged Collateral pledged by such Pledgor, other than the Lien
in favor of the Corporation created by this Agreement, and (iii) not to consent
to or approve the issuance to any Person of any additional shares of any class
of capital stock of the Assuming Institution, any securities convertible into or
exchangeable for any such shares or any warrants, options or other rights to
purchase or otherwise acquire any such shares.
(c) Upon the written request of the Corporation, from time to time to
execute, acknowledge and deliver, and file and record, all such instruments,
including without limitation Uniform Commercial Code financing statements, and
take all such other action, as is reasonably necessary to carry out the purposes
of this Agreement.
(d) To maintain at all times ownership of all of the shares of capital
stock of the Assuming Institution owned by such Pledgor as of the date hereof.
(e) (i) To execute, acknowledge, deliver, file, notarize and register at
its own expense all such further agreements, instruments, certificates,
documents and assurances and perform such acts as the Corporation shall deem
necessary or appropriate to effectuate the purposes of the Assistance Documents
to which such Pledgor is a party, (ii) promptly obtain from time to time and
maintain in full force and effect at its own expense all such governmental
licenses, authorizations, consents, permits and approvals as may be required to
enable the Pledgor to comply with its obligations under the Assistance Documents
to which it is a
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party and all other documents made and delivered, or to be made and delivered,
pursuant thereto, and (iii) promptly provide the Corporation with evidence of
the foregoing satisfactory in form and substance to the Corporation.
8. Administration of the Pledged Collateral.
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(a) As long as no Event of Default shall have occurred and be continuing,
each Pledgor shall have the right, from time to time, to vote and give consents
with respect to the Pledged Collateral pledged by it or any part thereof for
all purposes not inconsistent with the provisions of this Agreement, the Interim
Capital Assistance Agreement and any other Assistance Documents; provided,
---------
however, that in any event no vote shall be cast, and no consent shall be given
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or action taken, which would have the effect of impairing the position or
interest of the Corporation with respect to the Pledged Collateral pledged by
such Pledgor which would authorize or effect (i) any action prohibited under the
terms of any Assistance Document, (ii) any change in the authorized number of
shares, the stated capital or the authorized capital of the Assuming Institution
or the issuance of any additional shares of stock of the Assuming Institution,
or (iii) the alteration of the voting rights with respect to the stock of the
Assuming Institution.
(b) Upon the occurrence and during the continuance of any Event of
Default:
(i) the Corporation shall have the right following prior written
notice to any Pledgor to vote the Pledged Collateral pledged by such Pledgor or
to give shareholder consent in respect of the Pledged Collateral pledged by such
Pledgor (including without limitation, the right to vote such Pledged Collateral
to elect a new board of directors of the Assuming Institution) and to exercise
all rights of conversion, exchange, subscription or any other rights,
privileges or options pertaining to the Pledged Collateral pledged by such
Pledgor as if the Corporation were the absolute owner thereof (and each such
Pledgor
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hereby irrevocably appoints the Corporation its proxy and attorney-in-fact with
full power of substitution to do so and agrees, if so requested, to execute or
cause to be executed appropriate proxies therefor); and
(ii) any or all of the Pledged Collateral held by the Corporation
hereunder may, at the option of the Corporation, be registered in the name of
the Corporation or its nominee.
c) Notwithstanding any provision contained herein, the Corporation
shall have no duty to exercise any of the aforesaid rights, privileges or
options and shall not be responsible to any Pledgor or any other Person for any
failure to do so or delay in doing so.
9. Corporation's Remedies.
----------------------
Should the Pledgors not cure any Event of Default, the Corporation shall have,
in addition to all rights and remedies specified elsewhere in this Agreement and
all rights and remedies of a secured party under the Uniform Commercial Code or
other applicable statutes or rules, the following rights and remedies:
(a) Any item of the Pledged Collateral of any Pledgor may be sold for
cash or other value in any number of lots at brokers' board, public auction or
private sale without demand, advertisement or notice (excepting only that the
Corporation shall give such Pledgor five (5) days' prior written notice of the
time and place of any public sale or the time after which a private sale may
take place, which notice each Pledgor and the Corporation hereby agree to be
reasonable) and such other demands, advertisements, or notices as may be
required by applicable law. At any sale or sales of the Pledged Collateral
(except a private sale) the Corporation or any Person acting on its behalf or
its assigns may bid for and purchase the whole or any part of the Pledged
Collateral so sold and upon compliance with the terms of
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such sale may hold and dispose of such Pledged Collateral without further
accountability to the Pledgor, except for the proceeds of such sale or sales.
(b) The proceeds of all sales and collections, and any other amounts
(including any cash contained in the Pledged Collateral) the application of
which is not otherwise provided for herein, shall be applied (i) first, to the
payment of the costs, expenses and disbursements incurred in connection with
such sale or sales and collections, including reasonable attorneys' fees and any
other amounts then due to the Corporation; (ii) second, to the payment of
accrued and unpaid interest on the Note comprising the Secured Obligations;
(iii) third, to the payment of the principal amount of the Note comprising the
Secured Obligations; and (iv) fourth, to the payment of any other amount of the
Secured Obligations. Any excess of proceeds which exists after such
disposition shall, subject to the rights of any junior lienholders, be paid over
to the Pledgors.
10. Notice.
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Any notice, request, demand, consent, approval or other communication to any
party hereto shall be effective when received and shall be given in writing, and
delivered in person against receipt therefor, or sent by certified mail, postage
prepaid, or courier service at its address set forth below or at such other
address as it shall hereafter furnish in writing to the others. All such notices
and other communications shall be deemed given on the date received by the
addressee.
Secured Party Pledgors
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Resolution Trust Corporation See Schedule 1
000 00xx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attention: J. Xxxx Xxxxx
Vice President
Department or Resolutions
copies to: Assistant General Counsel
Resolution Trust Corporation
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0000 XxxXxxxxx Xxxxxxxxx
Xxxxxxx Xxxxx, XX 00000
and
Vice President
Resolution Trust Corporation
0000 XxxXxxxxx Xxxxxxxxx
Xxxxxxx Xxxxx, XX 00000
11. No Waiver; Cumulative Remedies.
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No failure to exercise, and no delay in exercising, on the part of the
Corporation, any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any further exercise thereof or the exercise of any
other right, power or privilege. The remedies herein provided are cumulative
and not exclusive of any remedies provided by law. Each Pledgor waives any
right to require the Corporation to proceed against any Person or to exhaust any
other collateral or security for the Secured Obligations or to pursue any remedy
in the Corporation's power.
12. Indemnity, Expenses and Liability.
---------------------------------
(a) The Pledgors jointly and severally agree to indemnify the Corporation
from and against any and all claims, losses and liabilities growing out Of or
resulting from this Agreement (including, without limitation, enforcement of
this Agreement), except claims, losses or liabilities resulting from the
Corporations's gross negligence or willful misconduct.
(b) The Pledgors jointly and severally agree upon demand to pay to the
Corporation the amount of any and all losses, costs and expenses (including,
without limitation, the reasonable fees and disbursements of its counsel and of
any experts and agents) which the Corporation may incur in connection with (i)
the perfection and protection of the security interest granted or purported to
be granted hereby, (ii) the exercise or enforcement of any of the rights or
remedies of the Corporation hereunder, including in any out-of-court workout or
in any bankruptcy case,
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and (iii) the preservation of or realization upon the Pledged Collateral,
including without limitation losses, costs and expenses sustained by the
Corporation as a result of any failure by any Pledgor to perform or observe its
obligations contained in this Agreement.
13. Assignment.
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All rights, powers and remedies of the Corporation under this Agreement shall
inure to the benefit of its respective successors and assigns, and all
obligations of each Pledgor hereunder shall bind such Pledgor's successors and
assigns.
14. Severability.
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Any provision of this Agreement which shall be held invalid or unenforceable
shall be ineffective without invalidating the remaining provisions hereof.
15. Governing Law.
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THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE FEDERAL LAW OF THE UNITED
STATES OF AMERICA, AND IN THE ABSENCE OF CONTROLLING FEDERAL LAW, IN ACCORDANCE
WITH THE LAWS OF THE STATE OF CALIFORNIA.
16. Termination
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Upon payment in full of all amounts of principal, interest, expenses and all
other liquidated amounts payable with respect to the Secured Obligations, and
satisfaction of all other then known Secured Obligations, this Agreement shall
terminate (except to the extent explicitly provided for otherwise herein)
and the Corporation shall redeliver to each Pledgor any of the Pledged
Collateral of such Pledgor in the Corporation's possession and shall execute and
deliver to such Pledgor such documents as shall be necessary to evidence
termination of the security interests granted to the Corporation hereunder;
provided, however, that if at such time there shall exist, in the reasonable
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opinion of the Corporation, an unsatisfied Secured Obligation which is
contingent or unliquidated as to amount, this Agreement shall not terminate,
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and the Corporation shall not be obligated to redeliver to any Pledgor any of
the Pledged Collateral of such Pledgor in the Corporation's possession and shall
not be obligated to execute and deliver any release documents, until such
contingent or unliquidated Secured Obligation is liquidated by agreement between
the Corporation and each such Pledgor and is paid in full, or is adequately
secured by cash collateral.
17. Entire Agreement; Amendments.
----------------------------
This Agreement and the other Assistance Documents constitute the entire
agreement between the parties with respect to the matters set forth herein and
therein. This Agreement may not be amended or supplemented except by a writing
signed by the Corporation and each Pledgor.
18. Counterparts.
------------
This Agreement may be executed in any number of counterparts, and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed an original and all of which taken together shall
constitute but one and the same agreement.
19. Headings.
--------
The headings which are used in this Agreement are for the convenience of the
parties only and shall not affect the meaning of any provision of this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Stock Pledge
Agreement to be duly executed as of the date first above written.
RESOLUTION TRUST CORPORATION
By: /s/ XXXXX X. XXXXXX
---------------------------------
Printed Name: Xxxxx X. Xxxxxx
Title: Director of Resolutions
PLEDGOR:
Pan American Financial, Inc.
By: /s/ XXXXXXX XXXX
----------------------------------
Printed Name: Xxxxxxx (Xxxxxxxxx) Bron
Title: Chairman of the Board
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Schedule l
to Stock Pledge Agreement dated as of
April 29, 1994
Pan American Financial, Inc.
1999 Avenue of the Stars, #2800
Xxx Xxxxxxx, Xxxxxxxxxx 00000
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Schedule 2
to Stock Pledge Agreement dated as of
April 29, 1994
PLEDGED SHARES
Common stock, $8.00 per share, of Pan American Bank, F.S.B. being
represented by stock certificates as follows:
Name of Certificate Certificate No. of
Pledgor No. Date Shares
------- ----------- ----------- ------
Pan American l April 29, 1994 1,135,000
Financial, Inc.
20
