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EXHIBIT 6.6
OPTION AGREEMENT
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OPTION AGREEMENT
THIS OPTION AGREEMENT (the "Agreement") is dated as of September 6,
2000, by and between Hispanic Express, Inc., a Delaware corporation ("Hispanic
Express") and Banner Central Finance Company, a Delaware corporation ("Banner
Central Finance").
WHEREAS, CFAC has adopted a Plan of Complete Dissolution, Liquidation
and Distribution (the "Plan of Liquidation") pursuant to which CFAC will
completely liquidate and dissolve;
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 and Banner Central Finance, which are CFAC's wholly-owned first
tier subsidiaries; and
WHEREAS, concurrently herewith, CFAC, Hispanic Express and Banner
Central Finance have entered into various additional agreements for the purpose
of defining the ongoing relationship among the parties following the liquidation
of CFAC.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and conditions herein contained, the parties agree as follows:
1. Option. Hispanic Express hereby grants Banner Central Finance the
option ("Option") to purchase, from time to time and at anytime during the term
of this Agreement, any mortgages which Banner Central Finance has sold or will
sell to Hispanic Express.
2. Exercise Price. The exercise price for the mortgages shall be equal
to the book value of the mortgages as reflected on Hispanic Express's balance
sheet at the time the Option is exercised.
3. Payment of Exercise Price. The payment of exercise price is payable
at Banner Central Finance's option in cash or in the form of a 3-year promissory
note, bearing monthly interest at the prime rate of Union Bank of California,
N.A., calculated at the beginning of each month on any portion of the note that
is outstanding.
4. Covenants of Hispanic Express and Banner Central Finance. From the
date first set forth above, up to, and including, the expiration or earlier
termination of this Agreement, Hispanic Express will not, without Banner Central
Finance's prior written consent sell, offer or agree to sell, grant any option
for the sale of or otherwise dispose of any mortgages sold by Banner Central
Finance to Hispanic Express.
5. Term. The term of this Agreement shall commence on the date first set
forth above and expire on the second anniversary thereof.
6. 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.
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7. 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 the appropriate party at 0000
Xxxx Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx, 00000, attention: Secretary, 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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 hereto have executed this Agreement as
of the date first above written.
HISPANIC EXPRESS, INC.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx,
Chief Executive Officer, President
and Secretary
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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