1
EXHIBIT 10.2
STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT (this "Agreement"), dated as of
September __, 1998, is entered into by and between PACIFICAMERICA MONEY CENTER,
INC., a Delaware corporation ("Pledgor"), and FREMONT FINANCIAL CORPORATION, a
California corporation ("Fremont"), in light of the following facts:
RECITALS
A. Pledgor has requested that Fremont provide Pledgor with a term
loan in the original principal amount of Three Million Dollars ($3,000,000) (the
"Loan") to be evidenced by and payable in accordance with the terms of that
certain Secured Promissory Note, of even date herewith, of like amount, executed
by Pledgor to the order of Fremont (the "Note").
B. Fremont is unwilling to make the Loan to Pledgor unless
Pledgor enters into this Agreement, by which Pledgor shall grant Fremont a
security interest in all of Pledgor's holdings of shares of common stock of
Pledgor's wholly-owned subsidiary, Pacific Thrift and Loan Company (the
"Company"), and the related "Collateral" described below as security for the
payment and performance of Pledgor's obligations to Fremont under the Note.
C. To induce Fremont to provide it with the Loan, Pledgor is
willing to enter into this Agreement with Fremont.
NOW, THEREFORE, in consideration of the above premises, the
parties hereby agree as follows:
1. Pledge. Pledgor hereby delivers, pledges and grants a
continuing security interest to Fremont in, and grants Fremont control over, all
of Pledgor's holdings of shares of common stock of the Company, together with
all proceeds, replacements, substitutions, newly issued stock, stock received by
reason of a stock split, bonus or any other form of issue, dividend or
distribution with respect to or arising from the stock (collectively, the
"Collateral"). Pledgor shall forthwith deliver to Fremont any and all stock
certificates or other written evidence of Pledgor's ownership of the Collateral,
effectively endorsed by stock powers in form and substance satisfactory to
Fremont duly executed in blank, with signatures guaranteed.
2. Obligations Secured. The pledge and security interest
effectuated hereby shall secure all of Pledgor's obligations to Fremont under
the Note (collectively, the "Obligations").
3. Representations And Warranties Regarding The Collateral.
Pledgor represents and warrants that: (i) all of the shares of stock described
in paragraph 1 hereinabove are fully paid, non-assessable and validly issued;
(ii) the Collateral was not issued in violation of any person's or entity's
preemptive rights; (iii) the Collateral is owned free and clear of any and all
security interests, pledges, options to purchase or sell, redemptions or liens;
(iv) Pledgor's pledge of the Collateral to Fremont does not violate any law or
regulation to which either Pledgor or the
-1-
2
Company is subject; (v) Pledgor has full power to convey the Collateral; (vi) no
financing statements covering the Collateral are recorded with any cognizant
state official or recording office; and (vii) the Collateral is free and clear
of any claims, security interests or liens other than those in favor of Fremont.
4. Events Of Default. An Event of Default under (and as defined
in) the Note shall constitute an "Event of Default" under this Agreement.
Pledgor hereby appoints Fremont as Pledgor's attorney-in-fact to arrange, upon
the occurrence of an Event of Default, for a transfer of the Collateral on the
books of the Company to the name of Fremont or to the name of Fremont's nominee.
5. Voting Rights. During the term of this Agreement, so long as
no Event of Default has occurred, Pledgor shall have the right to vote the
Collateral on all corporate questions for all purposes not inconsistent with the
terms of this Agreement. Upon the occurrence of an Event of Default, Fremont
shall thereafter have, at Fremont's discretion, the option to exercise all
voting powers and other corporate rights pertaining to the Collateral, subject
to compliance with all applicable provisions of the Federal Deposit Insurance
Act and the Industrial Loan Act. For purposes of exercising its voting rights,
Fremont may, upon or at any time after the occurrence of an Event of Default, at
Fremont's option, transfer or register the Collateral or any part thereof into
Fremont's own or Fremont's nominee's name.
6. Stock Adjustments And Dividends. If during the term of this
Agreement, any stock dividend, reclassification, readjustment or other change is
declared or made in the capital structure of the Company or any option included
within the Collateral is exercised, or both, all new, substituted and additional
shares, or other securities, issued to Pledgor by reason of any such change or
exercise shall be delivered to and held by Fremont under the terms of this
Agreement in the same manner as the Collateral originally pledged hereunder. If
during the term of this Agreement, any dividend or other distribution is made on
account of the Collateral, Pledgor shall immediately deliver all such dividends
or other distributions to Fremont in the same form received and in the same
manner as the Collateral pledged hereunder.
7. Warrants And Rights. If during the term of this Agreement,
subscription warrants or any other rights or options shall be issued in
connection with the Collateral, such warrants, rights and options shall be
immediately assigned by Pledgor to Fremont to be held under the terms of this
Agreement in the same manner as the Collateral originally pledged hereunder.
8. Remedies Upon Default. Upon the occurrence of an Event of
Default,
(a) Fremont may:
i) Exercise in respect of the Collateral, any one
or more of the rights and remedies available under the California Uniform
Commercial Code and other applicable law;
-2-
3
ii) Sell or otherwise assign, give an option or
options to purchase or dispose of and deliver the Collateral (or contract to do
so), or any part thereof, in one or more parcels at public or private sale or
sales, at any exchange, broker's board or at any of the Fremont's offices or
elsewhere upon such terms and conditions as Fremont may deem advisable and at
such prices as Fremont may deem commercially reasonable, for cash, on credit or
for future delivery without assumption of any credit risk, free of any claim or
right of whatsoever kind (including any right or equity of redemption) of
Pledgor, which claim, right and equity are hereby expressly waived and released.
Fremont shall have the right to the extent permitted by applicable law, upon any
such sale or sales, public or private, to purchase the whole or any part of the
Collateral so sold; provided, however, that in the event the Collateral is sold
to a party other than Fremont, Pledgor shall not receive any net proceeds, if
any, of any such credit sale or future delivery until cash proceeds are actually
received by Fremont (which cash proceeds shall be applied by Fremont to the
Obligations) and after all Obligations have been paid in full. In case of any
sale to a party other than Fremont of all or any part of the Collateral on
credit or for future delivery, the Collateral so sold may be retained by Fremont
until the selling price is paid by the purchaser thereof, but Fremont shall
incur no liability in case of the failure of such purchaser to pay for the
Collateral so sold and, in case of such failure, the Collateral may again be
sold as herein provided.
(b) Fremont shall not be obligated to make any sale or
other disposition of the Collateral, or any part thereof, unless the terms
thereof shall, in Fremont's sole discretion, be satisfactory to Fremont. Fremont
may, if Fremont deems it reasonable, postpone or adjourn the sale of any of the
Collateral, or any part thereof, from time to time by an announcement at the
time and place of such sale or by announcement at the time and place of such
postponed or adjourned sale, without being required to give a new notice of
sale. Pledgor agrees that Fremont has no obligation to preserve rights against
prior parties to the Collateral.
(c) Pledgor acknowledges and agrees that Fremont may
comply with limitations or restrictions in connection with any sale of the
Collateral in order to avoid any violation of applicable law or in order to
obtain any required approval of the sale or of the purchase thereof by any
governmental regulatory authority or official and, without limiting the
generality of the foregoing, Pledgor acknowledges and agrees that Fremont may be
unable to effect a public sale of any or all of the Collateral by reason of
certain prohibitions contained in the federal securities laws and applicable
state securities laws, but may be compelled to resort to one or more private
sales thereof to a restricted group of purchasers who will be obliged to agree,
among other things, to acquire such securities for their own account for
investment and not with a view to the distribution or resale thereof. Pledgor
acknowledges and agrees that any such private sale may result in prices and
other terms less favorable to the seller than if such sale were a public sale.
Notwithstanding any such circumstances, Pledgor acknowledges and agrees that
such compliance shall not result in any such private sale for such reason alone
being deemed to have been made in a commercially unreasonable manner. Fremont
shall not be liable or accountable to Pledgor for any discount allowed by reason
of the fact that the Collateral is sold in compliance with any such limitation
or restriction. Fremont shall not be under any obligation to delay a sale of any
of the Collateral for the period of time necessary to permit the issuer of such
securities to
-3-
4
register such securities for public sale under the federal securities laws, or
under applicable state securities laws, even if the issuer desires, requests or
would agree to do so.
(d) All cash proceeds received by Fremont in respect of
any sale of, collection from, or other realization upon all or any part of the
Collateral may, in the discretion of Fremont, be held by Fremont as collateral
for the Obligations and/or then or at an time thereafter applied, without any
marshaling of rights, remedies or assets, and after payment of any amounts
payable to Fremont hereunder and, after deducting all reasonable costs and
expenses of every kind in connection with the care, safekeeping, collection,
sale, delivery or otherwise of any or all of the Collateral or in any way
relating to the rights of Fremont hereunder (including attorneys' fees and
disbursements), to the payment of reduction of the Obligations. Any surplus of
such cash or cash proceeds held by Fremont and remaining after payment in full
of all the Obligations shall be paid over to Pledgor or to whomsoever may be
lawfully entitled to receive such surplus.
9. Term. This Agreement shall remain in full force and effect
until Pledgor has satisfied all of the Obligations in full. At the expiration of
the term of this Agreement, Fremont shall return to Pledgor all stock
certificates and other documents relating to this Agreement, together with any
further documents necessary to establish that the within pledge is terminated.
10. Successors And Assigns. This Agreement shall be binding upon
and inure to the benefit of Pledgor, Fremont, and their respective successors,
heirs and assigns.
11. Applicable Law. This Agreement shall be governed by and
construed under the laws of the State of California. Whenever possible, each
provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but, if any provision of this
Agreement 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 Agreement.
12. Further Assurances. Pledgor covenants and agrees that: (i)
Pledgor will execute and deliver, or cause to be executed and delivered, all
such other stock powers, proxies, instruments and documents as Fremont may
reasonably request from time to time in order to carry out the provisions and
purposes hereof; (ii) Pledgor will take all such other action, as Fremont may
reasonably request from time to time in order to carry out the provisions and
purposes hereof; (iii) the Collateral will remain free and clear of all security
interests and liens throughout the term hereof; and (iv) Pledgor will forward to
Fremont, immediately upon receipt, copies of any information or documents
received by Pledgor in connection with the Collateral. For the purpose of
defining security interest perfection, Pledgor further agrees that any
Collateral which is in transit to Fremont shall be deemed to be in Fremont's
possession. Pledgor warrants and represents that none of the Collateral
constitutes margin securities for the purposes of Regulations T, U or X, and
also warrants and represents that none of the proceeds of any loans made by
Fremont to Pledgor will be used to purchase or carry any margin stock.
13. Integrated Agreement. This Agreement and the Note evidencing
the
-4-
5
Obligations secured hereby set forth the entire understanding of the parties
with respect to the within matters and may not be modified except by a writing
signed by all parties.
14. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument and agreement.
15. Section Headings. The section headings herein are for
convenience of reference only and shall not affect in any way the interpretation
of any provision hereof.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of this _____ day of September, 1998.
PACIFICAMERICA MONEY CENTER, INC.,
a Delaware corporation
By:_____________________________________
Title:__________________________________
FREMONT FINANCIAL CORPORATION,
a California corporation
By:_____________________________________
Title:__________________________________
-5-
