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EXHIBIT 10.8
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 5480 East Ferguson Drive,
Commerce, California, 90022, 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/ Gary M. Cypres
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Gary M. Cypres,
Chief Executive Officer, President and
Secretary
BANNER CENTRAL FINANCE COMPANY
By: /s/ Gary M. Cypres
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Gary M. Cypres,
Chief Executive Officer, Chief Financial
Officer and Secretary