0000944209-97-001496 Sample Contracts

WITNESSETH:
Employment Agreement • November 12th, 1997 • United Panam Financial Corp • California
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RECITALS
Indemnification Agreement • November 12th, 1997 • United Panam Financial Corp • Delaware
EXHIBIT 10.72 MORTGAGE LOAN PURCHASE AGREEMENT ---------------------------------
Mortgage Loan Purchase Agreement • November 12th, 1997 • United Panam Financial Corp • Virginia
EXHIBIT 10.20 STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • November 12th, 1997 • United Panam Financial Corp • California
Shares
United Panam Financial Corp • November 12th, 1997 • New York
INTRODUCTION
Continuation Agreement • November 12th, 1997 • United Panam Financial Corp
Buyer and
Custodial Agreement • November 12th, 1997 • United Panam Financial Corp • New York
EXHIBIT 10.68 MASTER REPURCHASE AGREEMENT GOVERNING PURCHASES AND SALES OF MORTGAGE LOANS Dated as of October 31, 1997
Master Repurchase Agreement • November 12th, 1997 • United Panam Financial Corp • New York
FIRST AMENDMENT TO STOCK OPTION AGREEMENT
Stock Option Agreement • November 12th, 1997 • United Panam Financial Corp
Exhibit 10.64 PROMISSORY NOTE ---------------
Promissory Note • November 12th, 1997 • United Panam Financial Corp

FOR VALUE RECEIVED, PAN AMERICAN GROUP, INC., a Delaware corporation (the "Borrower"), promises to pay to the order of BVG WEST CORP., its successors and assigns (the "Lender") at 1999 Avenue of the Stars, Suite 2960, Los Angeles, California 90067 or at such other place as might be designated in writing by the Lender, the principal sum of Two Hundred Fifty-Eight Thousand Dollars ($258,000.00) or so much thereof as has been disbursed by the Lender and remains unpaid, together with interest thereon at a fixed rate equal to Eight Percent (8.0%) per annum. Interest will be calculated on the basis of the actual days elapsed based on a per diem charge computed over a year composed of three hundred sixty (360) days.

Exhibit 10.61 PROMISSORY NOTE ---------------
United Panam Financial Corp • November 12th, 1997

FOR VALUE RECEIVED, LAWRENCE J. GRILL (the "Borrower"), promises to pay to the order of UNITED PANAM FINANCIAL CORP., its successors and assigns (the "Lender") at 1999 Avenue of the Stars, Suite 2960, Los Angeles, California 90067 or at such other place as might be designated in writing by the Lender, the principal sum of Three Hundred Thousand Dollars ($225,000.00) or so much thereof as remains unpaid, together with interest thereon at a fixed rate equal to Five and Eighty-One One Hundredths Percent (5.81%) per annum. Interest will be calculated on the basis of the actual days elapsed based on a per diem charge computed over a year composed of three hundred sixty (360) days.

GUARANTY TO: PAN AMERICAN BANK, FSB
United Panam Financial Corp • November 12th, 1997
Exhibit 10.65 PROMISSORY NOTE ---------------
United Panam Financial Corp • November 12th, 1997

FOR VALUE RECEIVED, PAN AMERICAN GROUP, INC., a Delaware corporation (the "Borrower"), promises to pay to the order of LAWRENCE J. GRILL, his successors and assigns (the "Lender") at 1999 Avenue of the Stars, Suite 2960, Los Angeles, California 90067 or at such other place as might be designated in writing by the Lender, the principal sum of Fifty-Two Thousand Five Hundred Dollars ($52,500.00) or so much thereof as has been disbursed by the Lender and remains unpaid, together with interest thereon at a fixed rate equal to Eight Percent (8.0%) per annum. Interest will be calculated on the basis of the actual days elapsed based on a per diem charge computed over a year composed of three hundred sixty (360) days.

RECITALS --------
Assistance Agreement • November 12th, 1997 • United Panam Financial Corp
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Financing Management Agreement • November 12th, 1997 • United Panam Financial Corp
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Interim Capital Assistance Agreement • November 12th, 1997 • United Panam Financial Corp
EXHIBIT 10.63 PROMISSORY NOTE ---------------
United Panam Financial Corp • November 12th, 1997

FOR VALUE RECEIVED, PAN AMERICAN GROUP, INC., a Delaware corporation (the "Borrower"), promises to pay to the order of PAN AMERICAN FINANCIAL, L.P., a Delaware limited partnership, its successors and assigns (the "Lender") at 1999 Avenue of the Stars, Suite 2960, Los Angeles, California 90067 or at such other place as might be designated in writing by the Lender, the principal sum of One Million Six Hundred Twenty-Eight Thousand Dollars ($1,628,000.00) or so much thereof as has been disbursed by the Lender and remains unpaid, together with interest thereon at a fixed rate equal to Eight Percent (8.0%) per annum. Interest will be calculated on the basis of the actual days elapsed based on a per diem charge computed over a year composed of three hundred sixty (360) days.

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GUARANTY TO: PAN AMERICAN BANK, FSB
United Panam Financial Corp • November 12th, 1997
EXHIBIT 10.1 INSURANCE PREMIUM FINANCING MANAGEMENT AGREEMENT DATED MAY 17, 1995,
Premium Financing Management Agreement • November 12th, 1997 • United Panam Financial Corp • California
Exhibit 10.67 PROMISSORY NOTE ---------------
United Panam Financial Corp • November 12th, 1997

FOR VALUE RECEIVED, PAN AMERICAN GROUP, INC., a Delaware corporation (the "Borrower"), promises to pay to the order of VILLANEUVA MANAGEMENT, INC., its successors and assigns (the "Lender") at 1999 Avenue of the Stars, Suite 2960, Los Angeles, California 90067 or at such other place as might be designated in writing by the Lender, the principal sum of Twenty-Eight Thousand Five Hundred Dollars ($28,500.00) or so much thereof as has been disbursed by the Lender and remains unpaid, together with interest thereon at a fixed rate equal to Eight Percent (8.0%) per annum. Interest will be calculated on the basis of the actual days elapsed based on a per diem charge computed over a year composed of three hundred sixty (360) days.

Pan American Bank, F.S.B. Seller and AMRESCO Residential Capital Markets, Inc. Buyer
Continuing Loan Purchase Agreement • November 12th, 1997 • United Panam Financial Corp • California
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