PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT, dated August 14, 2001 (this "Pledge Agreement"), is
among CAPITOL FEDERAL FINANCIAL, a savings and loan holding company organized
and existing under the laws of the United States of America (the "Pledgor") and
CHARTER ONE BANK, F.S.B. ("Charter One"), a federally chartered savings bank
organized and existing under the laws of the United States of America and
LASALLE BANK NATIONAL ASSOCIATION ("LaSalle"), a national banking association
organized and existing under the laws of the United States of America (Charter
One and LaSalle hereinafter together are referred to as the "Pledgees"). Except
as otherwise defined herein, capitalized terms used herein and defined in the
Term Loan Agreement (as defined below) shall be used herein as therein defined.
W I T N E S S E T H:
WHEREAS, the Pledgor and the Pledgees have executed and delivered a Term
Loan Agreement dated as of the date hereof (as such agreement may be amended,
restated or otherwise modified from time to time, the "Term Loan Agreement"),
pursuant to which the Pledgees have agreed to extend credit to the Pledgor to
enable it to purchase a portion of the Pledgor's outstanding common stock from
certain of its minority shareholders; and
WHEREAS, the Pledgor owns one hundred percent (100%) of the issued and
outstanding shares of the capital stock of Capitol Federal Savings Bank, a
federally chartered savings bank ("CFSB"); and
WHEREAS, pursuant to the terms of the Term Loan Agreement, the Pledgor has
agreed to execute Term Notes, dated as of the Funding Date in favor of each of
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the Pledgees (as such notes may be amended, restated or otherwise modified from
time to time and replacement notes therefor, the "Notes"); and
WHEREAS, the execution and delivery of this Pledge Agreement is required in
order to induce the Pledgees to enter into the Term Loan Agreement.
NOW, THEREFORE, the Pledgor and Pledgees agree as follows:
1. COLLATERAL DEFINED. As used herein, "Collateral" means and includes (i)
all shares of capital stock of CFSB issued and outstanding and owned by the
Pledgor, on the date hereof and at any time and from time to time during the
term of this Pledge Agreement, and any additional shares of capital stock of
CFSB issued in respect thereof, accompanied by undated stock powers duly
executed in blank by the Pledgor, (ii) all contract rights of the Pledgor, and
any and all intangible rights associated therewith, existing on the date hereof
and at any time and from time to time arising hereafter during the term of this
Pledge Agreement in respect of the issuance or delivery to Pledgor, of any
shares of capital stock of CFSB (whether in the form of subscriptions, purchase
agreements, options, warrants, stock bonuses, or other rights of any type or
description for the acquisition by the Pledgor, of any such shares), and (iii)
all proceeds thereof, including any securities, cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such shares.
2. SECURITY. This Agreement is made by the Pledgor for the benefit of the
Pledgees to secure the following:
(a) the full and prompt payment when due (whether at the stated
maturity, by acceleration or otherwise) of all obligations and
liabilities of the Pledgor owing to the Lenders, now existing or
hereafter incurred under, arising out of or in connection with
the Term Loan Agreement, the Notes or any other Loan Documents
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and the due performance and compliance by the Pledgor with the
terms of each such Loan Document;
(b) any and all reasonable sums advanced by any Pledgee in order to
preserve the Collateral or preserve their security interests in
the Collateral; and
(c) in the event of any proceeding for the collection or enforcement
of any indebtedness, obligations or liabilities referred to in
clauses (a) and (b) above, after an Event of Default shall have
occurred and be continuing, the reasonable expenses of retaking,
holding, preparing for sale, selling or otherwise disposing of or
realizing on the Collateral, or of any exercise by any Pledgee of
the rights hereunder, together with reasonable attorneys' fees
and court costs.
All such obligations, liabilities, sums and expenses set forth in clauses (a)
through (c) of this Section 2 being herein collectively called the
"Obligations;" it being acknowledged and agreed that the Obligations shall
include extensions of credit of the type described above, whether outstanding on
the date of this Pledge Agreement or extended from time to time after the date
of this Pledge Agreement.
3. PLEDGE OF COLLATERAL. To secure the Obligations of the Pledgor and for
the purposes set forth in Section 2 hereof, the Pledgor hereby (i) grants to
each of the Pledgees a security interest in all of the Collateral owned by the
Pledgor, (ii) pledges and deposits as security with Charter One, for the benefit
of the Pledgees, the Collateral owned by the Pledgor on the date hereof, and
delivers to Charter One, for the benefit of the Pledgees, stock certificates
accompanied by undated stock powers duly executed in blank by the Pledgor (and
accompanied by any transfer tax stamps required in connection with the pledge of
such Collateral), or such other instruments of transfer as are reasonably
acceptable to the Pledgees and (iii) hypothecates, mortgages, charges and sets
over to each of the Pledgees all of such Pledgor's right, title and interest in
and to such Collateral (and in the certificates and instruments evidencing such
Collateral), to be held by Charter One, for the benefit of the Pledgees, upon
the terms and conditions set forth in this Pledge Agreement.
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If the Pledgor shall acquire (by purchase, stock dividend or otherwise) any
additional Collateral at any time or from time to time after the date hereof,
the Pledgor will promptly thereafter pledge and deposit such Collateral (or
certificates or instruments representing such Collateral) as security with the
Pledgees and deliver to Charter One, for the benefit of the Pledgees, stock
certificates accompanied by undated stock powers duly executed in blank by the
Pledgor (accompanied by any transfer tax stamps required in connection with the
pledge of such Collateral), or such other instruments of transfer as are
reasonably acceptable to the Pledgees, and will promptly thereafter deliver to
the Pledgees a certificate executed by a principal executive officer of such
Pledgor describing such Collateral and certifying that the same has been duly
pledged with the Pledgees hereunder.
Notwithstanding anything to the contrary contained in this Section 3, if any
Collateral (whether now owned or hereafter acquired) consists of uncertificated
securities, the Pledgor shall promptly notify the Pledgees thereof, and shall
promptly take all actions required to perfect the security interest of the
Pledgees under applicable law (including, in any event, under Article 8 of the
UCC (▇▇.▇▇. 1308.01, et seq. of the Ohio Revised Code) if applicable). The
Pledgor further agrees to take such action as the Pledgees deem reasonably
necessary or desirable to effect the foregoing and to permit the Pledgees to
exercise any of their rights and remedies hereunder.
4. APPOINTMENT OF SUB-AGENTS, ENDORSEMENTS, ETC. The Pledgees shall have
the right to appoint one or more sub-agents for the purpose of retaining
physical possession of the Collateral, which may be held (in the discretion of
the Pledgees) in the name of the Pledgor, endorsed or assigned in blank or in
favor of the Pledgees or any nominee or nominees of the Pledgees or a sub-agent
appointed by the Pledgees.
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5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. Unless and until there shall
have occurred and be continuing an Event of Default, the Pledgor shall be
entitled to exercise any and all voting and other consensual rights pertaining
to the Collateral owned by it, and give consents, waivers or ratifications in
respect thereof, provided, that no vote shall be cast or any consent, waiver or
ratification given or any action taken which would violate or be inconsistent
with any of the terms of this Pledge Agreement, the Term Loan Agreement or any
other Loan Documents. All such rights of the Pledgor to vote and to give
consents, waivers and ratifications shall cease in case an Event of Default has
occurred and is continuing, and Section 7 hereof shall become applicable.
6. DIVIDENDS AND OTHER DISTRIBUTIONS. Unless and until there shall have
occurred and be continuing an Event of Default, all cash dividends and
distributions payable in respect of the Collateral may be paid to the Pledgor.
The Pledgees shall be entitled to receive directly, and to retain as part of the
Collateral:
(a) all other or additional stock or other securities (other than
cash) paid or distributed by way of dividend or otherwise, as the
case may be, in respect of the Collateral;
(b) all other or additional stock or other securities paid or
distributed in respect of the Collateral by way of stock-split,
spin-off, split-up, reclassification, combination of shares or
similar rearrangement; and
(c) all other additional stock or other securities or property which
may be paid in respect of the Collateral by reason of any
consolidation, merger, exchange of stock, conveyance of assets,
liquidation or similar corporate reorganization.
Nothing contained in this Section 6 shall limit or restrict in any way the
Pledgees' right to receive the proceeds of the Collateral in any form in
accordance with Section 3 of this Agreement. All dividends, distributions or
other payments which are received by the Pledgor contrary to the provisions of
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this Section 6 and Section 7 hereof shall be received in trust for the benefit
of the Pledgees, shall be segregated from other property or funds of the Pledgor
and shall be promptly paid over to the Pledgees as Collateral in the same form
as so received (with any necessary endorsement).
7. REMEDIES IN CASE OF EVENTS OF DEFAULT. If there shall have occurred and
be continuing an Event of Default that shall not have been cured within any
applicable grace period, then and in every such case, the Pledgees shall be
entitled to (i) exercise all of the rights, powers and remedies (whether vested
in them by this Pledge Agreement, the Term Loan Agreement, any other Loan
Documents or by law) for the protection and enforcement of their rights in
respect of the Collateral, (ii) exercise all of the rights and remedies of a
secured party under the UCC, and (iii) without limitation, exercise the
following rights, which the Pledgor hereby agrees to be commercially reasonable:
(a) the Pledgees shall have the right to receive all amounts payable
in respect of the Collateral otherwise payable under Section 6
hereof to the Pledgor;
(b) the Pledgees shall have the right to transfer all of any part of
the Collateral into the Pledgees' names or the name of their
nominee or nominees;
(c) the Pledgees shall have the right to vote any and all shares of
stock comprised in the Collateral (whether or not transferred to
the name of the Pledgees or their nominees) and to give all
consents, waivers, and ratifications in respect thereof, and in
such event and for such purposes, the Pledgor hereby irrevocably
constitutes and appoints Charter One, for the benefit of the
Pledgees, the proxy and attorney-in-fact of the Pledgor, with
full power of substitution, to do so; and
(d) the Pledgees shall have the right, upon at least 15 days' written
notice to the Pledgor, but without further demand, advertisement
or notice of any kind (all of which are hereby expressly waived
by the Pledgor), to sell, assign and deliver the whole or any
part of the Collateral, at any time or times, within or without
the City of Cleveland, Ohio at public or private sale, for cash,
or on credit, or for other property, for immediate or future
delivery, for such price or prices and on such terms as the
Pledgees shall determine to be commercially reasonable, and in
connection therewith, at any public sale, the Pledgees, or either
of them, may purchase and hold the whole or any part of the
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Collateral so sold, free from any right of redemption on the part
of the Pledgor, which right the Pledgor hereby waives and
releases. For purposes of this subsection (d), an agreement to
sell all or any part of Collateral shall be treated as a sale of
such Collateral and the Pledgees shall be free to carry out the
sale of any Collateral pursuant to any such agreement, and the
Pledgor shall not be entitled to the return of any such
Collateral subject thereto, notwithstanding that after the
Pledgees shall have entered into such an agreement, the default
may have been remedied. The proceeds of any sale of Collateral
shall be applied (i) first to the expenses of taking, holding and
preparing for sale or disposition and of sale or disposition and
the like (including reasonable attorneys' fees), (ii) next to the
Obligations secured under Section 2 hereof, on a pro rata basis
to each Pledgee, (iii) next to the holder of any subordinate
security interest therein if written notification of demand
therefor is received before distribution of the proceeds, and
(iv) lastly, any surplus to the Pledgor. The Pledgor shall
nevertheless remain liable for any deficiency.
8. ACCESS TO RECORDS. Pledgor agrees, and agrees to cause CFSB, to give the
Pledgees, any prospective purchaser of the Collateral (pursuant to Section 7
above) and their respective representatives, full access to further information
(including, but not limited to, records, files, correspondence, tax work papers
and audit work papers) relating to or concerning the Pledgor or CFSB, as may be
requested by either Pledgee, any such prospective purchasers or their respective
representatives.
9. REMEDIES, ETC., CUMULATIVE. Each and every right, power and remedy of
the Pledgees provided for in this Pledge Agreement, the Notes, the Term Loan
Agreement or any other Loan Documents, or now or hereafter existing at law or in
equity or by statute shall be cumulative and concurrent and shall be in addition
to every other such right, power or remedy. The exercise or beginning of the
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exercise by the Pledgees of any one or more of the rights, powers or remedies
provided for in this Pledge Agreement, the Notes, the Term Loan Agreement or any
other Loan Documents or now or hereafter existing at law or in equity or by
statute or otherwise shall not preclude the simultaneous or later exercise by
the Pledgees or all such other rights, powers or remedies, and no failure or
delay on the part of the Pledgees to exercise any such right, power or remedy
shall operate as a waiver thereof. No notice to or demand on the Pledgor in any
case shall entitle it to any other or further notice or demand in similar or
other circumstances or constitute a waiver of any of the rights of the Pledgees
to any other or further action in any circumstances without notice or demand.
10. PURCHASERS OF COLLATERAL. Upon any sale of the Collateral by the
Pledgees hereunder (whether by virtue of the power of sale herein granted,
pursuant to judicial process or otherwise), the receipt of the Pledgees or the
officer making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral so sold, and such purchaser or purchasers shall not
be obligated to see to the application of any part of the purchase money paid
over to the Pledgees or such officer or be answerable in any way for the
misapplication or nonapplication thereof.
11. INDEMNITY. The Pledgor agrees to (i) indemnify and hold harmless each
Pledgee in such capacity and their respective successors, assigns, employees,
agents and servants (individually an "Indemnitee," and collectively the
"Indemnitees") from and against any and all claims, demands, losses, judgments
and liabilities (including liabilities for penalties) of whatsoever kind or
nature, and (ii) to reimburse each Indemnitee for all costs and expenses,
including reasonable attorneys' fees, in each case growing out of or resulting
from this Pledge Agreement or the exercise by any Indemnitee of any right or
remedy granted to it hereunder or under the Notes, the Term Loan Agreement or
any other Loan Documents (but excluding any claims, demands, losses, judgments
and liabilities or expenses to the extent incurred by reason of gross negligence
or willful misconduct of such Indemnitee). In no event shall the Pledgees be
liable, in the absence of gross negligence or willful misconduct on their part,
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for any matter or thing in connection with this Pledge Agreement other than to
account for moneys actually received by the Pledgees in accordance with the
terms hereof. If and to the extent that the obligations of the Pledgor under
this Section 11 are unenforceable for any reason, the Pledgor hereby agrees to
make the maximum contribution to the payment and satisfaction of such
obligations which is permissible under applicable law.
12. FURTHER ASSURANCES; POWER-OF-ATTORNEY. The Pledgor agrees that it will
join with the Pledgees in executing and, at the Pledgor's own expense, file and
refile under the UCC or other applicable law such financing statements,
continuation statements and other documents in such offices as the Pledgees may
deem necessary and wherever required by law in order to perfect and preserve the
Pledgees' security interest in the Collateral and hereby authorizes the Pledgees
to file financing statements and amendments thereto relative to all or any part
of the Collateral without the signature of the Pledgor where permitted by law,
and agrees to do such further acts and things and to execute and deliver to the
Pledgees such additional conveyances, assignments, agreements and instruments as
the Pledgees may reasonably require or deem necessary to carry into effect the
purposes of this Pledge Agreement or to further assure and confirm unto the
Pledgees their rights, powers and remedies hereunder.
The Pledgor hereby appoints Charter One, for the benefit of the Pledgees, as the
Pledgor's attorney-in-fact, with full authority in the place and stead of the
Pledgor and in the name of the Pledgor or otherwise, from time to time after the
occurrence and during the continuation of an Event of Default, in the Pledgees'
discretion, to take any action and to execute any instrument which the Pledgees
may deem necessary or advisable to accomplish the purposes of this Pledge
Agreement.
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13. TRANSFER BY THE PLEDGOR. The Pledgor shall not sell or otherwise
dispose of, grant any option with respect to, or mortgage, pledge or otherwise
encumber any of the Collateral or any interest therein (except as may be
permitted in accordance with the terms of the Term Loan Agreement).
14. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor
hereby represents and warrants to, and covenants with, the Pledgees as follows:
(a) the Pledgor is the legal, record and beneficial owner of, and has
good marketable title, subject to any applicable regulatory
approvals, to all of the issued and outstanding shares of common
stock of CFSB and all of such shares have been fully paid and are
non-assessable;
(b) except for the security interest created hereunder, each of the
items of Collateral pledged and to be pledged hereunder is, and
at the time of the pledge will be, free and clear of any other
Lien, encumbrance, or claim, and the Pledgor will defend the
Collateral against all claims and demands of any persons at any
time claiming an interest therein;
(c) the Pledgor has full power, authority and legal right to pledge
the Collateral;
(d) this Pledge Agreement has been duly authorized, executed and
delivered by the Pledgor and constitutes a legal, valid and
binding obligation of the Pledgor enforceable in accordance with
its terms;
(e) no consent of any other party (including, without limitation, any
stockbroker or creditor of the Pledgor or any of its
Subsidiaries) and no consent, license, permit, approval or
authorization of, exemption by, notice or report to, or
registration, filing or declaration with, any governmental
authority is required to be obtained by the Pledgor in connection
with the execution, delivery or performance of this Pledge
Agreement, the validity or enforceability of this Pledge
Agreement, the perfection or enforceability of the Pledgees'
security interests in the Collateral or, except for compliance
with or as may be required by applicable securities and bank
regulatory laws, the exercise by the Pledgees of any of their
rights or remedies provided herein, except such consents,
licenses, permits, approvals, authorizations, notices,
registrations, filings or declarations as have been made or
obtained, evidence of which has been provided to the Pledgees;
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(f) the execution, delivery and performance of this Pledge Agreement
by the Pledgor will not violate any provision of any applicable
law or regulation or of any order, judgment, writ, award or
decree of any court, arbitrator or governmental authority,
domestic or foreign, applicable to the Pledgor, or of the charter
or by-laws of the Pledgor or of any securities issued by the
Pledgor or any of its Subsidiaries, or of any mortgage,
indenture, lease, deed of trust, loan agreement, credit agreement
or other agreement, contract or instrument to which the Pledgor
or any of its Subsidiaries is a party or which purports to be
binding upon the Pledgor or any of its Subsidiaries or upon any
of their respective assets and will not result in the creation or
imposition of (or the obligation to create or impose) any Lien or
encumbrance on any of the assets of the Pledgor or any of its
Subsidiaries except as contemplated by this Pledge Agreement;
(g) the Pledgor will not sell or otherwise assign, transfer or
dispose of the Collateral or any interest therein;
(h) the Pledgor will keep the Collateral free from any Lien, security
interest or encumbrance, except in favor of the Pledgees;
(i) except for limitations imposed by applicable securities and bank
regulatory laws, there are no restrictions upon the transfer of
any of the Collateral and the Pledgor has the full and
unrestricted right to transfer the Collateral;
(j) the Pledgor shall pay any fees, assessments, charges or taxes
arising with respect to the Collateral. In case of failure by the
Pledgor to pay any such fees, assessments, charges or taxes, the
Pledgees shall have the right, but shall not be obligated, to pay
such fees, assessments, charges or taxes, as the case may be,
and, in that event, the cost thereof shall be payable by the
Pledgor to the Pledgees immediately upon demand therefor,
together with interest at a rate equal to the Base Rate plus any
other fees or default interest as may be set forth in the Term
Loan Agreement from the date of disbursement by the Pledgees to
the date of payment by the Pledgor;
(k) the pledge, assignment and delivery to the Pledgees of the
Collateral (other than uncertificated securities) pursuant to
this Pledge Agreement creates a valid and perfected first
priority Lien in the Collateral, and the proceeds thereof,
subject to no other Lien or to any agreement purporting to grant
to any thrid party a Lien on the property or assets of the
Pledgor which would include the Collateral; and
(l) the Pledgor will have like title to and right to pledge any other
property at any time hereafter pledged to the Pledgees as
Collateral hereunder and will defend the right thereto and
security interest therein of the Pledgees.
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15. THE PLEDGOR'S OBLIGATIONS ARE ABSOLUTE. The obligations of the Pledgor
under this Pledge Agreement shall be absolute and unconditional and shall remain
in full force and effect without regard to, and shall not be released,
suspended, discharged, terminated or otherwise affected by, any circumstance or
occurrence whatsoever, including, without limitation: (i) any renewal,
extension, amendment or modification of or addition or supplement to or deletion
from the Notes, the Term Loan Agreement or any other Loan Documents or any other
instrument or agreement referred to therein, or any assignment or transfer of
any thereof; (ii) any waiver, consent, extension, indulgence or other action or
inaction under or in respect of any such agreement or instrument including,
without limitation, this Pledge Agreement; (iii) any furnishings of any
additional security to the Pledgees or their assignees or any acceptance thereof
or any release of any security by the Pledgees or their assignees; (iv) any
limitation on any party's liability or obligations under any such instrument or
agreement or any invalidity or unenforceability, in whole or in part, of any
such instrument or agreement or any term thereof; or (v) any bankruptcy,
insolvency, reorganization, composition, adjustment, dissolution, liquidation or
other like proceeding relating to the Pledgor or any Subsidiary of the Pledgor,
or any action taken with respect to this Pledge Agreement by any trustee or
receiver, or by any court, in any such proceeding, whether or not the Pledgor
shall have notice or knowledge of any of the foregoing.
16. DISCHARGE OF PLEDGE. This Pledge Agreement and the security interest of
the Pledgees in the Collateral created hereby shall cease and terminate at such
time that all Obligations referred to in Section 2 hereof have been paid in full
and fully satisfied (provided that all indemnities set forth herein including,
without limitation, in Section 11 hereof shall survive any such termination).
Upon such termination, all rights and interests assigned and pledged hereby or
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pursuant hereto by the Pledgor shall revert to it, its successors and assigns
and the right, title and interest of the Pledgees therein shall cease and the
Collateral belonging to the Pledgor held pursuant hereto shall forthwith be
transferred and delivered to the Pledgor without representation, recourse or
warranty of any kind.
17. PLEDGEES' DUTIES. The powers conferred on the Pledgees hereunder are
solely to protect their interest in the Collateral and shall not impose any duty
upon them to exercise any such powers. Except for the safe custody of the
Collateral in Charter One's possession and the accounting for monies actually
received by the Pledgees thereon, the Pledgees shall have no duty as to the
Collateral or as to taking necessary steps to preserve rights against prior
parties.
18. REGISTRATION OF COLLATERAL. If at any time or times, in the opinion of
counsel for the Pledgees, it should be necessary, in order for the Pledgees to
dispose of all or any part of the Collateral in any sale or sales in accordance
with Section 7 hereof, to comply with, or to register or qualify all or any part
of such stock under the Securities Act of 1933, as then in effect, or under any
similar Federal statute then in effect, or any rules or regulations thereunder,
and/or to comply with the laws of any State regulating the sale of securities or
any rules or regulations thereunder, the Pledgor will, upon request of the
Pledgees, as expeditiously as possible and in good faith use its best efforts to
cause CFSB to effect and continue such registration, qualification and/or
compliance as may be necessary in the opinion of the Pledgees, in connection
with any proposed sale or sales and the Pledgor hereby agrees that it will pay
or cause to be paid all expenses incident thereto. The Pledgor further agrees
that it will, and will use its best efforts to cause CFSB to, indemnify and hold
harmless the Pledgees from and against any claims and liabilities caused by any
untrue statement of a material fact or omission to state a material fact
required to be stated in any registration statement, offering circular or
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prospectus used in connection with such registration, qualification or
compliance, or necessary to make the statement therein not misleading, except
insofar as such claims or liabilities are caused by any untrue statement or
omission based upon or in conformity with information furnished in writing to
the Pledgor by the Pledgees.
If at any time when the Pledgees shall determine to exercise their right to sell
all or any part of the Collateral pursuant to Section 7 hereof, and such
Collateral or the part thereof to be sold shall not, for any reason whatsoever,
be effectively registered under the Securities Act of 1933, as then in effect,
the Pledgees may, in their sole and absolute discretion, sell such Collateral or
part thereof by private sale in such manner and under such circumstances as the
Pledgees may deem necessary or advisable in order that such sale may legally be
effected without such registration. Without limiting the generality of the
foregoing, in any such event the Pledgees, in their sole and absolute discretion
(i) may proceed to make such private sale notwithstanding that a registration
statement for the purpose of registering such Collateral or part thereof shall
have been filed under such Securities Act, (ii) may approach and negotiate with
a single possible purchaser to effect such sale, and (iii) may restrict such
sale to a purchaser who will represent and agree that such purchaser is
purchasing for its own account, for investment and not with a view to the
distribution or sale of such Collateral or part thereof. In the event of any
such sale, the Pledgees shall incur no responsibility or liability for selling
all or any part of the Collateral at a price which the Pledgees, in their sole
and absolute discretion, in good ▇▇▇▇▇ ▇▇▇▇ reasonable under the circumstances,
notwithstanding the possibility that a substantially higher price might be
realized if the sale were deferred until after registration as aforesaid.
19. NOTICES. All notices and communications hereunder shall be sent or
delivered by mail, telex, telecopy or overnight courier service and all such
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notices and communications shall, when mailed, telexed, telecopied or sent by
overnight courier, be effective when deposited in the mails or delivered to the
overnight courier, prepaid and properly addressed for delivery on such or the
next Business Day, or sent by telex or telecopier, except that notices and
communications to the Pledgees shall not be effective until received by the
Pledgees. All notices and other communications shall be in writing and addressed
as follows:
(a) If to the Pledgor, at:
Capitol Federal Financial
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(b) If to Charter One, at:
Charter One Bank, F.S.B.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇.▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(c) If to LaSalle, at:
LaSalle Bank National Association
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
or at such other address as shall have been furnished in writing by any Person
described above to the party required to be given notice hereunder.
20. WAIVER. None of the terms and conditions of this Pledge Agreement may
be changed, waived, modified or varied in any manner whatsoever unless in
writing duly signed by the Pledgor and by each Pledgee.
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21. PERSONS BOUND. This Pledge Agreement shall be binding upon the Pledgor
and its successors and assigns, and shall inure to the benefit of and be
enforceable by the Pledgees, their successors and assigns, and, in particular,
by any holder of the Notes.
22. GOVERNING LAW. The Pledge Agreement shall be deemed to be a contract
made under and shall be construed in accordance with and governed by the laws of
the State of Ohio. In the event any provision of this Pledge Agreement is
invalid, illegal or unenforceable for any reason such provision shall be
ineffective to the extent of such invalidity, illegality or unenforceability
without affecting or impairing the remainder of such provision or any other
provision of this Pledge Agreement.
23. HEADINGS; COUNTERPARTS. The headings in this Pledge Agreement are for
purposes of reference only and shall not limit or define the meaning hereof.
This Pledge Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which shall constitute one instrument.
24. RECOURSE. This Pledge Agreement is made with full recourse to the
Pledgor and pursuant to and upon all the representations, warranties, covenants
and agreements on the part of the Pledgor contained herein and in the Notes, the
Term Loan Agreement and the other Loan Documents and otherwise in writing in
connection herewith and therewith.
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IN WITNESS WHEREOF, the parties have caused this Pledge Agreement to be
executed at the time first above written.
CAPITOL FEDERAL FINANCIAL
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
CHARTER ONE BANK, F.S.B.
By: /s/
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Name:___________________________________
Title:__________________________________
LASALLE BANK NATIONAL ASSOCIATION
By: /s/
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Name:___________________________________
Title:__________________________________
[Pledge Agreement Signature Page]