Exhibit 10.2
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT (this “
Agreement ”) dated as of November 8, 2005 is
between CENTENNIAL BANK HOLDINGS, INC. (the “ Pledgor
”) and U.S. BANK NATIONAL ASSOCIATION (the “
Pledgee ”).
WHEREAS, the Pledgor and the Pledgee
are concurrently herewith entering into that certain Revolving
Credit Agreement dated as of even date herewith (as amended,
restated, modified or supplemented from time to time, the “
Credit Agreement ,” pursuant to which; subject to the
terms and conditions contained therein, the Pledgee agrees to make
loans to the Pledgor;
WHEREAS, the Pledgee requires, as a
condition of entering into the Credit Agreement with the Pledgor,
that the Pledgor shall have granted the security interests and
undertaken the obligations contemplated by this
Agreement.
NOW, THEREFORE, in consideration of
the promises contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Definitions . Terms used
herein and not defined herein that are defined in the Uniform
Commercial Code in effect from time to time in the State of
Colorado have such defined meanings herein (with terms used in
Article 9 controlling over terms used in another Article of the
Uniform Commercial Code), unless the context otherwise indicates or
requires, and the following terms shall have the following
meanings:
“ Collateral ”
shall mean the Pledged Shares, the Stock Rights, and the proceeds
of each.
“ Credit Documents
” shall mean, collectively, the Credit Agreement, the Note
(as defined in the Credit Agreement) and this Agreement, each as
amended, restated, replaced or extended from time to
time.
“ Default ” shall
mean any “ Event of Default ” as defined in the
Credit Agreement.
“ Liabilities ”
shall mean all of the duties, liabilities and obligations of the
Pledgor under the Credit Documents and this Agreement.
“ Pledged Shares
” shall mean 100% of the issued and outstanding shares of
capital stock of Guaranty Bank and Trust Company held by the
Pledgor or otherwise held from time to time by Pledgor.
“ Stock Rights ”
shall mean any dividend or other distribution (whether in cash,
securities or other property) and any other right or property which
the Pledgor shall
receive or shall become entitled to receive for
any reason whatsoever as a result of its being a holder of
the Pledged Shares, or with respect to, in substitution for, or in
exchange for, Pledged Shares.
2. Grant of Security Interest
. To secure the payment and performance of the Liabilities, the
Pledgor hereby pledges, hypothecates, assigns, sets over and
delivers to the Pledgee, and grants the Pledgee, a security
interest in, the Collateral.
3. Representations, Warranties
and Covenants . The Pledgor represents, warrants and covenants
that:
(a) The Pledgor is the lawful owner
of the Collateral, free and clear of all claims, security
interests, liens, encumbrances and rights of others, other than the
security interest hereunder, with full right to deliver, pledge,
assign and transfer the Collateral to the Pledgee as Collateral
hereunder and, until all Liabilities have been fully, finally and
irrevocably satisfied and discharged, the Pledgor shall maintain
the lien of this Agreement as a first priority lien on the
Collateral and shall not sell or otherwise dispose of all or any
part of the Collateral (except, prior to the occurrence of a
Default, ordinary cash dividends received by the Pledgor) and shall
keep all of the Collateral free of any liens, security interests,
claims, encumbrances and rights of others except those arising
hereunder.
(b) The Pledgor agrees to deliver to
the Pledgee from time to time upon request of the Pledgee such
stock powers, financing statements and other documents,
satisfactory in form and substance to the Pledgee, with respect to
the Collateral as the Pledgee may reasonably request.
(c) The Pledgor shall deliver to the
Pledgee, to be held by the Pledgee, the certificate(s) evidencing
any Pledged Shares held or acquired by the Pledgor from time to
time, not later than two Banking Days (as defined in the Credit
Agreement) following the acquisition thereof by the Pledgor,
together with stock powers covering such certificate(s) duly
executed in blank by the Pledgor.
(d) The Pledgor agrees to hold in
trust for the Pledgee upon receipt and immediately thereafter as
provided in Section 3(c) pledge and deliver to the
Pledgee, to be held by the Pledgee any stock certificate,
instrument or, other document evidencing or constituting Collateral
(except, prior to the occurrence of a Default, ordinary cash
dividends paid with respect to the Pledged Shares).
(e) The Pledgor agrees to pay when
due all taxes, assignments and governmental charges and levies upon
the Collateral.
4. Care of Collateral . The
Pledgee shall use reasonable care with respect to the preservation
and maintenance of the Collateral; provided that the Pledgee shall
not be liable to the Pledgor for any action taken by it in good
faith, nor shall the Pledgee be
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responsible for the consequences of any
action or failure to act except to the extent that such action or
failure to act is the proximate result of the gross negligence,
lack of good faith or willful misconduct of the Pledgee, its agents
or employees.
5. Dividends and Voting .
Prior to the occurrence of a Default, the Pledgor shall be entitled
(i) to receive and retain all ordinary cash dividends in
respect of the Pledged Shares and (ii) to exercise all voting
rights in respect of the Pledged Shares. If any Default
occurs and is continuing, all cash dividends distributed in respect
of the Pledged Shares shall be delivered to the Pledgee and held as
Collateral hereunder.
6. Remedies Upon Default . In
addition to rights granted und
