EXHIBIT 10.12
SAFEKEEPING AGREEMENT
This Safekeeping Agreement (this "Agreement") is entered as of
December ___, 1996 by and between LaSalle National Bank, a national banking
association ("Bank") and Xxxxxx Capital Group, Inc., a Delaware corporation
("Borrower").
WITNESSETH
WHEREAS, Bank and Borrower are parties to a Loan Agreement of
even date herewith (the "Loan Agreement") pursuant to which Bank has agreed to
make loans and advances to Borrower;
WHEREAS, Borrower owns beneficially and of record all of the
issued and outstanding shares of capital stock of Xxxx Xxxxxx Bank (the
"Shares");
WHEREAS, as a condition to the making of certain loans and
advances to Borrower under the Loan Agreement, Bank has required that Borrower
enter into this Agreement and deliver to Bank for safekeeping all of the
Shares; and
WHEREAS, terms used herein but not defined herein shall have
the meanings assigned to them in the Loan Agreement.
NOW, THEREFORE, Bank and Borrower agree as follows:
1. Delivery of Shares. Borrower hereby agrees that
contemporaneously with the execution and delivery of this Agreement, it shall
deliver to Bank for safekeeping and not as a pledge, all of the Shares and,
subject to the terms of Sections 2 and 3 hereof, Bank shall retain the shares
until Borrower's Liabilities have been paid in full and the Commitment has
expired. Upon delivery of the Shares pursuant to this Agreement, Xxxx Xxxxxx
Bank shall make a note in its corporate stock records that the Shares are
subject to this Agreement and are required to be pledged to Bank upon the
occurrence and during the continuance of an Event of Default.
2. Pledge of the Shares. Borrower agrees that at any
time, and from time to time, upon the occurrence and during the continuance of
an Event of Default, it shall grant to Bank a first priority lien on and
security interest in the Shares to secure the payment and performance of
Borrower's Liabilities and shall enter into a pledge agreement attached hereto
in the form of Exhibit A hereto (the "Pledge Agreement"). Upon the occurrence
of an Event of Default, the possession of the Shares under this Agreement shall
constitute possession for purposes of perfection under Article 9 of the
Illinois Uniform Commercial Code. The pledge of such Shares shall remain
effective until the earlier to occur of (i) Borrower's Liabilities are fully
paid and satisfied or (ii) the time when no Event of Default or Default is
continuing. For purposes of this Section 2 only, an Event of Default resulting
from a breach of the financial covenants contained in Paragraph 7.2(i) of the
Loan Agreement shall be deemed not continuing
if, at the time of measurement thereof, Borrower is in compliance with such
financial covenants as of the end of the most recent fiscal quarter or year
end, as the case may be.
3. Return of the Shares. During such time as Bank is
holding the Shares for safekeeping and not as a pledge, Borrower may request
that Bank return the Shares to Borrower for any proper corporate purpose, other
than the sale, assignment, transfer, pledge, or other disposition or
hypothecation of the Shares and Bank's consent to the return of the Shares
shall not be unreasonably withheld. Borrower agrees that it shall return the
Shares (or any replacements or reissues thereof or substitutions therefor) to
Bank as soon thereafter as practicable.
4. Liability of Bank. Bank shall not be liable or
responsible for any act it may do or omit to do in connection with the
safekeeping of the Shares, except in connection with its gross negligence or
willful misconduct.
5. General. This Agreement shall be binding upon and
inure to the benefit of Bank and Borrower and their successors and assigns.
This Agreement shall be governed by and construed in accordance with the laws
of the State of Illinois. In the case of any conflict between the terms of
this Agreement and the Loan Agreement, the terms of the Loan Agreement shall
prevail.
6. Further Assurances. Borrower agrees to cooperate
fully with, and to cause Xxxx Xxxxxx Bank to cooperate fully with, Bank to
execute and deliver this Pledge Agreement if so required by this Agreement, and
to take all other such action as Bank may reasonably request to effectuate the
intent of the foregoing.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
XXXXXX CAPITAL GROUP, INC.
By: /s/ Xxxxxxxxxxx Xxxxxxx
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Title: CFO
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LASALLE NATIONAL BANK
By: /s/ X. Xxxxxxx
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Title:
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EXHIBIT A
FORM OF
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT ("Pledge") is entered into as of
___________________, 199__ between Xxxxxx Capital Group, Inc., a Delaware
corporation ("Pledgor"), in favor of LaSalle National Bank, a national banking
association ("LaSalle").
WITNESSETH:
WHEREAS, the Pledgor is the owner of one hundred percent
(100%) of the issued and outstanding shares of capital stock of Xxxx Xxxxxx
Bank, an Illinois corporation (the "Pledged Shares"), represented as of the
date hereof by common stock certificate number ______;
WHEREAS, on December ___, 1996, Pledgor and LaSalle entered
into a Loan Agreement (as the same has been amended or otherwise modified from
time to time, the "Loan Agreement"), pursuant to which LaSalle may, subject to
certain conditions precedent, loan certain monies to the Pledgor;
WHEREAS, as a condition to the lending of funds under the Loan
Agreement, Borrower executed and delivered to LaSalle that certain Safekeeping
Agreement dated December ___, 1996 ("Safekeeping Agreement") to which a form of
this Pledge Agreement was attached as Exhibit A;
WHEREAS, pursuant to Section 2 of the Safekeeping Agreement,
Borrower is now obligated to enter into this Pledge Agreement and perform its
obligations hereunder; and
WHEREAS, terms used herein but not defined herein shall have
the meanings assigned to them in the Loan Agreement.
NOW, THEREFORE, for and in consideration of the foregoing and
of any financial accommodations or extensions of credit (including, without
limitation, any loan or advance by renewal, refinancing or extension of the
Loan Agreement or otherwise) heretofore, now or hereafter made to or for the
benefit of the Pledgor by LaSalle, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
1. Security Interest.
(a) Pledge Period. From and after the time when any
Event of Default has occurred and is continuing, the Pledgor will
grant a security interest to LaSalle as described herein, and such
security interest will continue until the earlier to occur of (i)
Borrower's Liabilities are fully paid and satisfied, or (ii) the time
when no Event of Default or Default or event that with the passage of
time, the giving of notice, or both, would become an Event of Default
is continuing (a "Pledge Period"). For purposes of this paragraph
only, an Event of Default resulting from a breach of the financial
covenants contained in Paragraph 7.2(i) of the Loan Agreement shall be
deemed not to be continuing if, at the time of measurement thereof,
the Borrower is in compliance with such financial covenants as of the
end of the most recent calendar quarter or year end, as the case may
be.
(b) Grant of Security Interest. The Pledgor hereby
grants to LaSalle, as security for the prompt and complete payment,
observance and performance of all of Borrower's Liabilities whether
now or at any time or times hereafter owing, a security interest in
(a) all of the Pledged Shares now or at any time or times hereafter
owned by the Pledgor, and (b) all warrants, options and other rights
to acquire the Pledged Shares now or at any time or times hereafter
owned by the Pledgor (the "Rights") (the Pledged Shares, the Rights
together with the "Powers" (as defined below), the property and
interests in property described in paragraphs 6 and 7 below, and all
proceeds of any of the foregoing, being hereinafter collectively
referred to as the "Pledged Collateral"). The Pledgor agrees to
execute and deliver to LaSalle (i) stock powers in the form of Exhibit
A attached hereto and made a part hereof, appropriately endorsed in
blank, with respect to the Pledged Shares and any warrants or options
for the purchase of the Pledged Shares included in the Rights and (ii)
such other documents of transfer as LaSalle may from time to time
request to enable LaSalle to transfer the Pledged Shares and the
Rights into its name or the name of its nominee (all of the foregoing
are hereinafter referred to as the "Powers"). The Pledgor shall be
entitled to keep the proceeds of the Pledged Shares during the Pledge
Period unless and until an Event of Acceleration (as defined below)
has occurred and is continuing. The term "Event of Acceleration"
means (i) the occurrence of an Event of Default described in
Paragraphs 8.1(c), (d), (e), (f), (g), (h) and (i) of the Loan
Agreement or (ii) the occurrence any Event of Default, other than the
Events of Default described in Paragraphs 8.1(c), (d), (e), (f), (g),
(h) and (i) of the Loan Agreement, at the same time that of any of the
following occurs: (a) a failure by Borrower to maintain a Tangible Net
Worth in accordance with Paragraph 7.2(i) of the Loan Agreement as of
the end of the most recent reporting period or (b) if in any two
consecutive quarterly reporting periods (beginning in the quarter
succeeding the quarter in which the first occurrence of the subject
Event of Default occurs) Borrower incurs a consolidated net loss
determined in accordance with GAAP of $_____________ or more in the
aggregate for the entire period or (c) the existence or incurrence of
any Liens on assets or properties or interests of the Borrower (or any
of the Stock of Xxxx Xxxxxx), Xxxx Xxxxxx or any Subsidiaries, which
Liens are not removed within thirty (30) days, (other than Permitted
Liens).
2. Perfection of Security Interest. The Pledgor agrees
(i) to immediately deliver to LaSalle all certificates evidencing any of the
Pledged Collateral which may at any time come into the possession or control of
the Pledgor, (ii) to execute and deliver to LaSalle such
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financing statements as LaSalle may request with respect to the Pledged
Collateral, (iii) to cause a registration of the security interest granted
herein with respect to the Pledged Collateral which is not evidenced by
certificates to be made in accordance with Article 8 of the Illinois Uniform
Commercial Code, as amended, and (iv) to take such other steps as LaSalle may
from time to time reasonably request to perfect LaSalle's security interest in
the Pledged Collateral under applicable law. The Pledgor further agrees, at
the request of LaSalle, to cause the Subsidiaries to issue, in substitution for
existing certificates evidencing any of the Pledged Collateral or in the case
of the Pledged Collateral not theretofore certificated, one or more new
certificates ("Substitute Certificate(s)") intended to evidence all of the
Pledged Collateral evidenced by the certificates or not theretofore evidenced
by certificates, as the case may be, which are exchanged for the Substitute
Certificate(s), and the Pledgor shall immediately thereafter deliver such
Substitute Certificate(s) to LaSalle, together with attached Powers. The
Pledgor agrees that this Pledge or photocopy of this Pledge shall be sufficient
as a financing statement.
3. Voting Rights. During the term of the Pledge Period,
and so long as there shall not exist an Event of Acceleration, the Pledgor
shall have the right to vote the Pledged Shares and exercise any voting rights
pertaining to the Pledged Collateral, and to give consents, ratifications and
waivers with respect thereto, on all corporate questions for all purposes not
conflicting with the terms of this Pledge or the Loan Agreement. LaSalle shall
be entitled to exercise all voting powers pertaining to the Pledged Collateral
from and after (a) the occurrence of an Event of Acceleration and (b) LaSalle's
delivery of written notice to the Pledgor of LaSalle's intention to exercise
such voting powers.
4. Representations and Covenants. The Pledgor warrants
and represents that the Pledgor is the sole owner and holder of record, free
and clear of all liens, claims, security interests and encumbrances (except
those held by LaSalle) of the percentages of the issued and outstanding Pledged
Shares indicated in the first Recital hereof and the voting rights associated
therewith, and that the Pledgor has full power and authority to enter into this
Pledge. The Pledgor covenants that the Pledgor will continue to be the sole
owner and holder of record, free and clear of all liens, claims, security
interests, encumbrances (except those held by LaSalle) of all of such issued
and outstanding Pledged Shares and the voting rights associated therewith. The
Pledgor represents and warrants that (i) all of the Pledged Shares have been
duly authorized and validly issued and are fully paid and non-assessable and
(ii) the Powers are duly executed and give LaSalle the authority they purport
to confer. The Pledgor further represents and warrants that (i) there are no
restrictions upon the voting rights or upon the transfer of any of the Pledged
Collateral other than those which may appear on the certificates evidencing the
Pledged Collateral, (ii) there are no warrants or other rights or options
issued by or outstanding (other than the Rights pledged hereby) in any
connection with any of the Pledged Collateral, (iii) the Pledgor has the right,
subject to the provisions of this Pledge and the Loan Agreement, to vote,
pledge and grant a security interest in or otherwise transfer such Pledged
Collateral free of any liens, claims or encumbrances, (iv) the Pledgor has the
right (subject, however, to the Securities Act of 1933, as amended) (the
"Securities Act") and/or the terms and provisions of this Pledge or the Loan
Agreement to otherwise transfer all or any part of the Pledged Collateral free
of any liens, claims or encumbrances and (v) no authorization, approval, or
other action by, and no notice to,
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or filing with, any governmental authority or private party is required for the
Pledgor's execution and delivery of this Pledge.
5. Subsequent Changes Affecting Collateral. The Pledgor
represents to LaSalle that the Pledgor has made its own arrangements for
keeping informed of changes or potential changes affecting the Pledged
Collateral (including, but not limited to, rights to convert, rights to
subscribe, payment of dividends, reorganization or other exchanges, tender
offers and voting rights), and the Pledgor agrees that, except as otherwise
specifically provided herein, LaSalle shall have no responsibility or liability
for informing the Pledgor of any such changes or for taking any action or
omitting to take any action with respect thereto.
6. Pledged Shares Adjustments. In the event that,
during the term of this Pledge, any stock dividend, reclassification,
readjustment or other change is declared or made in the capital structure of
Xxxx Xxxxxx Bank (including, without limitation, the issuance of additional
Pledged Shares and/or the issuance of new capital stock to the Pledgor, or any
of the Rights are exercised, or both) the Pledgor agrees to immediately deliver
for LaSalle's possession all certificates evidencing any of the new,
substituted and/or additional shares of capital stock which may at any time
come into the possession of the Pledgor, so that LaSalle shall have a perfected
first security interest in such shares, including any shares not classified as
common stock, or other securities issued to or acquired by the Pledgor by
reason of any such change or exercise, and such shares or other securities
shall become part of the Pledged Collateral, provided, however, that nothing
contained in this paragraph 6 shall be deemed to permit any stock dividend,
issuance of additional stock, reclassification, readjustment or other change in
the capital structure of Xxxx Xxxxxx Bank which activity is prohibited by the
Loan Agreement or any of the agreements and documents executed in connection
therewith.
7. Warrants, Options and Other Rights. In the event
that, subscription warrants or any other rights or options shall be issued in
connection with the Pledged Collateral or any other classes of capital stock
issued to or acquired by the Pledgor, the Pledgor agrees to immediately deliver
for LaSalle's possession all warrants, rights, and options arising from any
such exercise which may at any time come into the possession of the Pledgor, so
that LaSalle shall have a perfected security interest in such warrants, rights
and options, and such warrants, rights and options shall become part of the
Pledged Collateral, provided, however, that nothing contained in this paragraph
7 shall be deemed to permit the issuance of any warrants or other rights or
options of Xxxx Xxxxxx Bank which issuance is prohibited by the Loan Agreement
or any agreement or document executed in connection therewith.
8. Waivers. No failure on the part of LaSalle or any of
its agents to exercise, and no course of dealing with respect to, no delay in
exercising, any right, power or remedy hereunder and no exchange, surrender,
release, alteration, renewal or extension of Borrower's Liabilities shall
operate as a waiver thereof; nor shall any single or partial exercise by
LaSalle or any of its agents of any right, power or remedy hereunder preclude
any other or further exercise thereof or the exercise of any other right, power
or remedy. The remedies herein are cumulative and are not exclusive of any
remedies provided by law. The Pledgor waives
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presentment and demand for payment of any of Borrower's Liabilities, protest
and notice of dishonor or the occurrence of any default with respect to any or
all of Borrower's Liabilities, and all other notices to which the Pledgor might
otherwise be entitled, except as otherwise expressly provided herein, in the
Loan Agreement or in any other agreement or document executed in connection
with the transactions contemplated thereby.
9. Remedies of LaSalle Following Event of Default.
LaSalle may, upon the occurrence of an Event of Default, without notice and at
LaSalle's option, transfer or register the Pledged Collateral or any part
thereof into LaSalle's or LaSalle's nominee's name. The Pledgor hereby
appoints LaSalle as its attorney-in-fact to arrange at LaSalle's option for
such transfer. LaSalle shall have, in addition to the foregoing and any other
rights given under this Pledge or by law, all of the rights and remedies with
respect to the Pledged Collateral of a secured party under the Uniform
Commercial Code as in effect in the State of Illinois. In addition, following
the occurrence of an Event of Default, LaSalle shall have such powers of sale
and other powers as may be conferred by applicable law. With respect to the
Pledged Collateral or any part thereof which shall then be in or shall
thereafter come into the possession or custody of LaSalle or which LaSalle
shall otherwise have the ability to transfer under applicable law, LaSalle may,
in its sole discretion, but subject to applicable securities laws, without
notice except as specified below, upon the occurrence of such Event of Default,
sell or cause the same to be sold at any broker's board or at public or private
sale, in one or more sales or lots, at such price as LaSalle may deem best, for
cash or on credit or for future delivery, without assumption of any credit
risk, and the purchaser of any or all of the Pledged Collateral so sold shall
thereafter own the same, absolutely free from any claim, encumbrance or right
of any kind whatsoever. Unless any of the Pledged Collateral threatens to
decline speedily in value or is or becomes of a type sold on a recognized
market, LaSalle will give the Pledgor reasonable notice of the time and place
of any public sale thereof, or of the time after which any private sale or
other intended disposition is to be made. Any sale of the Pledged Collateral
conducted in substantial conformity with the standard commercial practices of
banks, commercial finance companies, insurance companies or other financial
institutions disposing of property similar to the Pledged Collateral shall be
deemed to be commercially reasonable. Notwithstanding any provision to the
contrary contained herein, any requirements of reasonable notice shall be met
if twenty (20) days' prior notice of such sale or disposition is provided to
the Pledgor. Any other requirement of notice, demand or advertisement for sale
is, to the extent permitted by law, waived. LaSalle may, in its own name or in
the name of a designee or nominee, buy all or any part of the Pledged
Collateral at any public sale and, if permitted by applicable law, buy all or
any part of the Pledged Collateral at any private sale. The Pledgor will pay
to LaSalle all reasonable expenses (including, without limitation, court costs
and reasonable attorneys' and paralegals' fees and expenses) of, or incident
to, (i) the administration of this Pledge, (ii) the custody or preservation of,
or the sale or collection of, or other realization upon, any of the Pledged
Collateral, (iii) the exercise or enforcement of any of the rights of LaSalle
hereunder, or (iv) the failure by the Pledgor to perform or observe any
provision hereof. In view of the fact that federal and state securities laws
may impose certain restrictions on the method by which a sale of the Pledged
Collateral may be effected, the Pledgor agrees that upon the occurrence of an
Event of Default with respect to which LaSalle has exercised its rights of
acceleration under the Loan Agreement, and subject to the terms of the
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Loan Agreement, LaSalle may, from time to time, attempt to sell all or any part
of the Pledged Collateral by means of a private placement, restricting the
bidders and prospective purchasers to those who are qualified and will
represent and agree that they are purchasing for investment only and not for
distribution. In so doing, LaSalle, subject to applicable law, may solicit
offers to buy the Pledged Collateral, or any part of it, for cash, from a
limited number of investors deemed by LaSalle, in its reasonable judgment, to
be financially responsible parties who might be interested in purchasing the
Pledged Collateral, and if LaSalle solicits such offers from not less than 3
such investors, then the acceptance by LaSalle of the highest offer obtained
therefrom shall be deemed to be a commercially reasonable method of disposing
of such Pledged Collateral.
10. Term. This Pledge shall remain in full force and
effect until the end of each Pledge Period, which is described in detail in
Paragraph 2 above. At the end of the Pledge Period, LaSalle will hold the
Pledged Shares in accordance with the terms of the Safekeeping Agreement;
provided, however, that the Pledge hereunder and this Agreement shall be
re-effectuated and re-executed and delivered by Pledgor for any subsequent
Pledge Period.
11. Definitions. Any capitalized terms used herein and
not otherwise defined are used herein as defined in the Loan Agreement. The
singular shall include the plural and vice versa and any gender shall include
any other gender as the context may require.
12. Successors and Assigns. This Pledge shall be binding
upon the Pledgor and upon the successors and assigns of the Pledgor and shall
inure to the benefit of LaSalle and its successors and assigns. The Pledgor's
successors and assigns shall include, without limitation, a
debtor-in-possession, receiver, trustee or other such custodian of or for the
Pledgor.
13. Applicable Law. This Pledge shall be governed by and
construed in accordance with the internal laws (as distinguished from the
conflicts of law provisions) of the State of Illinois. Whenever possible, each
provision of this Pledge shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Pledge shall be
held to be prohibited or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Pledge.
14. Further Assurances. The Pledgor agrees that the
Pledgor will cooperate fully with LaSalle and will execute and deliver, or
cause to be executed and delivered, all such other stock powers, proxies,
instruments, documents, and resignations of officers and directors, and will
take all such other action, including, without limitation, the filing of UCC
financing statements, as LaSalle may reasonably request from time to time in
order to carry out the provisions and purposes of this Pledge.
15. LaSalle Appointed Attorney-in-Fact. The Pledgor
hereby appoints LaSalle as the Pledgor's attorney-in-fact, with full authority
in the place and stead of the Pledgor and in the name of the Pledgor or
otherwise, from time to time upon the occurrence of an Event of Default, in
LaSalle's discretion to take any action and to execute any instrument which
LaSalle
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may deem necessary or advisable to accomplish the purpose of this Pledge,
including, without limitation, to receive, endorse and collect all instruments
made payable to the Pledgor representing any dividend, interest payment or
other distribution in respect to the Pledged Collateral or any part thereof and
to give full discharge for the same. This power of attorney created under this
paragraph 15, being coupled with an interest, shall be irrevocable for the term
of the Pledge Period.
16. LaSalle's Duty. LaSalle shall not be liable for any
actions, omissions, errors of judgment or mistakes of fact or law, including,
without limitation, acts, omissions, errors or mistakes with respect to the
Pledged Collateral, except for those arising out of or in connection with
LaSalle's (i) willful misconduct or gross negligence or (ii) failure to use
reasonable care with respect to the safe custody of any certificate evidencing
any of the Pledged Collateral which is in the physical possession of LaSalle.
Without limiting the generality of the foregoing, LaSalle shall be under no
obligation to take any steps necessary to preserve rights in the Pledged
Collateral against any other parties but may do so at its option, and all
expenses incurred in connection therewith shall be for the sole account of the
Pledgor, and shall be added to Borrower's Liabilities secured hereby.
17. Notices. All notices, consents, requests, demands
and other communications hereunder shall be in writing and shall be deemed duly
given to any party or parties (a) upon delivery to the address of the party or
parties as specified in the "Address for Notices" below such party or parties'
name on the signature pages hereof if delivered in person or by courier or if
sent by certified or registered mail (return receipt requested), or (b) upon
dispatch if transmitted by telecopy or other means of facsimile transmission
and electronic confirmation of receipt, in any case to the party or parties at
the telecopy numbers specified on the same, or to such other address or
telecopy number as any party may hereafter designate by written notice in the
aforesaid manner.
(a) If to LaSalle at:
LaSalle National Bank
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxx X. Xxxxxxx
with a copy to:
Vedder, Price, Xxxxxxx & Kammholz
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attn: Xxxxxxx X. Xxxxxxxx, Esq.
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(b) If to the Pledgor at:
Xxxxxx Capital Group, Inc.
000 Xxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxxx X. XxxXxxx, Esq.
with a copy to:
XxXxxxxxx, Will & Xxxxx
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxx, Esq.
18. Paragraph Headings. The paragraph headings in this
Pledge are for convenience of reference only, and shall not affect in any way
the interpretation of any of the provisions of this Pledge.
19. Counterparts. This Pledge may be executed in
separate counterparts, each of which shall be an original and all of which
taken together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Pledgor and LaSalle have executed this
Pledge on the day and year first above written.
XXXXXX CAPITAL GROUP, INC.
By:
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Its:
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LA SALLE NATIONAL BANK
By:
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Its:
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EXHIBIT A
to
PLEDGE AGREEMENT
Form of Stock Power
Attached.
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STOCK POWER
FOR VALUE RECEIVED, the undersigned, Xxxxxx Capital Group, Inc.
("Pledgor"), does hereby sell, assign and transfer to LaSalle National Bank, a
national banking association ("LaSalle"), ________ share(s) of the capital
stock of Xxxx Xxxxxx Bank, an Illinois banking corporation, represented by
certificate(s) no(s). _____, standing in the name of Pledgor on the books of
said corporation. Pledgor does hereby irrevocably constitute and appoint
LaSalle attorney to transfer the shares of said corporation, with full power of
substitution in the premises.
Dated:_____________________________
XXXXXX CAPITAL GROUP, INC.
By: _______________________________
Its:_______________________________
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CONSENT TO PLEDGE
The undersigned, Xxxx Xxxxxx Bank, an Illinois banking corporation
("Bank"), hereby (i) acknowledges receipt of a copy of the foregoing Pledge
Agreement (the "Pledge") relating to the Pledge of all of the issued and
outstanding shares of common stock of Bank owned by Xxxxxx Capital Group, Inc.,
(ii) irrevocably consents to the terms of such Pledge, and (iii) agrees not to
issue any stock dividends, subscription warrants or any other rights or options
to the Pledgor without notifying LaSalle of such issuance and delivering the
originals of all certificates evidencing such dividends, warrants, rights or
options to LaSalle at its address set forth in the Pledge.
Dated:
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XXXX XXXXXX BANK
By:
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Its:
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