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EXHIBIT 6.2
CONTRIBUTION AGREEMENT
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CONTRIBUTION AGREEMENT
(BANNER CENTRAL FINANCE COMPANY)
This CONTRIBUTION AGREEMENT ("Agreement") is dated as of September 6,
2000 by and between CENTRAL FINANCIAL ACCEPTANCE CORPORATION, a Delaware
corporation ("CFAC") and BANNER CENTRAL FINANCE COMPANY, a Delaware corporation
("Banner Central Finance").
WHEREAS, concurrently herewith, CFAC has adopted a Plan of Complete
Dissolution, Liquidation and Distribution (the "Plan of Liquidation") pursuant
to which CFAC will be completely liquidated and dissolved;
WHEREAS, pursuant to the Plan of Liquidation, CFAC will distribute for
the benefit of its stockholders all of the issued and outstanding shares of
Hispanic Express, Inc. and Banner Central Finance, which are CFAC's wholly-owned
first tier subsidiaries;
WHEREAS, CFAC owns all of the issued and outstanding capital stock of
(i) Central Installment Credit Corporation, a California corporation, (ii)
Central Financial Acceptance/Insurance Agency, a California corporation; and
(iii) Central Premium Finance Company, a California corporation (collectively,
the "Contributed Subsidiaries" and, with respect to the shares thereof, the
"Contributed Shares"); and
WHEREAS, CFAC desires to contribute to Banner Central Finance the
Contributed Shares upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and conditions herein contained, the parties agree as follows:
1. Contribution by CFAC to Banner Central Finance. CFAC hereby
contributes, conveys, assigns and delivers the Contributed Shares to Banner
Central Finance in accordance with Section 351 of the Internal Revenue Code of
1986, as amended, and Banner Central Finance hereby accepts the Contributed
Shares from CFAC.
2. Contribution of Additional Assets by CFAC to Banner Central Finance.
Prior to or upon the dissolution and liquidation of CFAC under the Plan of
Liquidation, CFAC shall have the right to contribute, convey, assign and deliver
to Banner Central Finance, and Banner Central Finance shall accept from CFAC,
such additional CFAC assets as CFAC may choose at CFAC's sole and exclusive
discretion.
3. Representations and Warranties of CFAC. CFAC represents and warrants
to Banner Central Finance as follows:
(a) Title to Contributed Shares. The Contributed Shares have been
duly authorized and validly issued, are fully paid and non-assessable and are
owned of record, beneficially and directly by CFAC, free and clear of any
security interests, liens, encumbrances, equities or claims. Upon delivery of
the stock certificates representing the Contributed Shares to
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Banner Central Finance, valid and marketable title to the Contributed Shares
will pass free and clear of any security interests, liens, encumbrances,
equities or claims.
(b) Good Standing. Each of the Contributed Subsidiaries is a
corporation duly organized, validly existing and in good standing under its
jurisdiction of incorporation, has full power and authority to own, lease and
operate its properties and assets and to conduct its business as now being
conducted, and is duly qualified or licensed to do business as a foreign
corporation, and is in good standing, in all jurisdictions where the character
of the properties it owns, leases or operates, or the conduct of its business,
requires such qualification or licensing.
(c) Permits. CFAC and each of the Contributed Subsidiaries holds
all permits, licenses and franchises necessary for or material to the current
use, occupancy or operation of their respective businesses; and no notice of
violation of any applicable permit, license or franchise or other similar law
binding on CFAC or any of the Contributed Subsidiaries with respect to their
respective businesses has been received.
(d) Governmental Authorizations. No governmental authorization,
approval, order, license, permit, franchise, or consent and no registration,
declaration or filing by CFAC or any of the Contributed Subsidiaries with any
governmental authority is required in connection with the execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby.
(e) Due Authorization. CFAC has full legal right, power and
authority, and all approvals required by law, to enter into this Agreement, to
sell, assign, transfer and deliver the Contributed Shares in the manner provided
in this Agreement and to perform all of its obligations hereunder. The
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized by all necessary
corporate action. This Agreement constitutes the legal, valid and binding
obligation of CFAC, enforceable in accordance with its terms.
4. Deliveries of CFAC. Concurrently with the execution of this
Agreement, CFAC is delivering to Banner Central Finance the stock certificates
representing the Contributed Shares, duly endorsed in blank or accompanied by
proper instruments of transfer duly signed by CFAC and accompanied by necessary
transfer tax stamps or funds therefor.
5. Further Assurances. CFAC agrees at any time and from time to time,
upon the request of Banner Central Finance, to do, execute, acknowledge and
deliver, or to cause to be done, executed, acknowledged and delivered, all such
further acts, assignments, transfers, powers of attorney and assurances as may
be required for the better assigning, transferring, conveying, and confirming to
Banner Central Finance, or to its successors and assigns, of any or all of the
Contributed Shares and to carry out the terms and conditions of this Agreement.
6. Survival of Representations and Warranties. The representations and
warranties contained herein shall survive the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby and
remain in full force and effect, notwithstanding any investigation at any time
made by or on behalf of the parties.
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7. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties and their respective successors and
permitted assigns. This Agreement may not be assigned or delegated by any party
without the consent of the other parties.
8. Notices. All notices, requests, demands and other communications
provided for by this Agreement shall be in writing (including telecopier or
similar writing) and shall be deemed to have been given at the time when mailed
in any general or branch office of the United States Postal Service, enclosed in
a registered or certified postpaid envelope, or sent by Federal Express or other
similar overnight courier service, addressed to 0000 Xxxx Xxxxxxxx Xxxxx,
Xxxxxxxx, Xxxxxxxxxx 00000 or to such changed address as such party may have
fixed by notice or, if given by telecopier, when such telecopy is transmitted
and the appropriate answer back is received.
9. Governing Law. This Agreement shall be governed by the laws of the
State of California without giving effect to the principles of conflicts of law.
10. Entire Agreement. This Agreement sets forth the entire agreement
among the parties with respect to its subject matter. This Agreement may not be
amended or otherwise modified except in writing duly executed by all of the
parties. No waiver of any provision or breach of this Agreement shall be
effective unless such waiver is in writing and signed by the party against which
enforcement of such waiver is sought. A waiver by any party of any breach or
violation of this Agreement shall not be deemed or construed as a waiver of any
subsequent breach or violation thereof.
11. Severability. Should any part, term or condition hereof be declared
illegal or unenforceable or in conflict with any other law, the validity of the
remaining portions or provisions of this Agreement shall not be affected
thereby, and the illegal or unenforceable portions of the Agreement shall be and
hereby are redrafted to conform with applicable law, while leaving the remaining
portions of this Agreement intact.
12. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same document.
13. Headings. Section headings are for convenience only and do not
control or affect the meaning or interpretation of any terms or provisions of
this Agreement.
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IN WITNESS WHEREOF the parties have executed this Agreement as of the
date first set forth above.
CENTRAL FINANCIAL ACCEPTANCE
CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx,
Chief Executive Officer
BANNER CENTRAL FINANCE COMPANY
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx,
Chief Executive Officer, Chief
Financial Officer and Secretary
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