Exhibit
10.2


 


PLEDGE
AGREEMENT


 


PLEDGE AGREEMENT (this “Agreement”) dated as
of August 3, 2006 between FIRST COMMUNITY BANCORP (the “Pledgor”) and U.S.
BANK NATIONAL ASSOCIATION (the “Pledgee”), for the benefit of the
Pledgee.


 


WHEREAS, the Pledgor and Pledgee are concurrently
herewith entering into an Amended and Restated 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 the Pledgee,
subject to the terms and conditions contained herein, will make a revolving credit
facility in the amount of $70,000,000 available to the Pledgor.


 


WHEREAS, the Pledgee requires, as a condition to
making such revolving credit facility available to the Pledgor, that the
Pledgor grant to Pledgee, a security interest in the Collateral and undertake
the obligations set forth in 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 (including the Recitals) and
not defined herein that are defined in the Uniform Commercial Code in effect
from time to time in the State of New York 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 and Note (as defined in the Credit 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 Pacific Western National Bank
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, for the benefit
of the Pledgee, and grants the Pledgee, for the benefit of 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, for the benefit of 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 for the benefit
of 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, for the benefit of 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 for the benefit of
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).


 


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 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 (a) to receive and retain all
ordinary cash dividends in respect of the Pledged Shares and (b) to exercise
all voting rights in respect of the Pledged Shares.  If any Default occurs and is 


 


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continuing, all cash
dividends distributed in respect of the Pledged Shares shall be delivered to
the Pledgee and held as Collateral hereunder, for the benefit of the Pledgee
and the Secured Parties.


 


6.             Remedies
Upon Default.  In addition to rights
granted under other provisions of this Agreement, upon the occurrence of a
Default hereunder the Pledgee may from time to time exercise any one or more of
the following remedies:


 


a)             The
Pledgee may exercise, as to all or any part of the Collateral, any one or more
or all of the rights and remedies granted to a secured party under the Uniform
Commercial Code as in effect from time to time in the State of New York or
otherwise available at law or in equity, to assure that the Collateral is
devoted to the satisfaction of all Liabilities.


 


b)            The
Pledgee may exercise all voting and corporate rights respecting the Collateral,
including, without limitation, exchange, subscription or any other rights,
privileges or options pertaining to any of the Pledged Shares and the Stock
Rights as if the Pledgee were the absolute owner thereof.


 


c)             (1)           The Pledgee may sell, assign,
contract to sell or otherwise dispose of all or any portion of the Collateral
in any commercially reasonable manner, including by private or public sale at
such prices and on such terms as the Pledgee deems reasonable under the
circumstances, for cash or on credit or for future delivery and without the
assumption of any credit risk.  The
Pledgee shall give the Pledgor at least fifteen (15) days’ written notice of
the time and place of any public sale of the Collateral, or any portion
thereof; or of the time after which any private sale or other disposition
thereof is to be made, it being expressly acknowledged that said fifteen (15)
days’ notice, when given as herein provided, constitutes reasonable notice.  The Pledgee may purchase all or any portion
of the Collateral at any sale, and in that event payment of the purchase price
may be made by credit against the Liabilities. 
Any sale, assignment, contract to sell or other disposition shall be
made free of any right or equity of redemption in the Pledgor, which right or
equity, if any, is hereby released.  The
net proceeds of any disposition of the Collateral by the Pledgee, after
deduction of all expenses specified in Section 7, shall be applied
toward satisfaction of the Liabilities.


 


(2)           The
Pledgor hereby agrees that in any sale of any of the Collateral hereunder, the
Pledgee is hereby authorized to comply with any limitation or restriction in
connection with such sale as it may be advised by counsel is necessary in order
to avoid any violation of applicable securities or other law (including,
without limitation, compliance with such procedures as may restrict the number
of prospective bidders and purchasers, require that such prospective bidders
and purchasers have certain qualifications, and restrict such prospective
bidders and purchasers to persons who will represent and agree that they are
purchasing for their own account for investment and not with a view to the
distribution or resale of such Collateral), or in order to obtain any required
approval of the sale or of the purchaser by any governmental regulatory
authority or official, and the Pledgor further agrees that such compliance shall
not result in such sale being considered or deemed not to have been made in a
commercially reasonable manner, nor shall the Pledgee be liable nor accountable
to the Pledgor for any discount allowed by reason of the fact that such
Collateral is sold in compliance with any such limitation or restriction.


 


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d)            To
the extent permitted by applicable law and upon any notice required by law, the
Pledgee may (but need not) retain the Collateral on behalf of the Pledgee in
full satisfaction of the Liabilities.


 


e)             Without
prior notice to the Pledgor, the Pledgee may transfer all or any part of the
Collateral into the name of the Pledgee or its nominee, for the benefit of the
Pledgee.  The Pledgee shall give notice
to the Pledgor of such transfer after the completion thereof.


 


f)             The
Pledgee may, instead of or concurrently with exercising the power of sale or
any other right or remedy herein conferred upon it, while a Default exists,
proceed by a suit or suits at law or in equity to foreclose the lien on the
Collateral or any portion thereof and sell the same under a judgment or decree
of a court or courts of competent jurisdiction.


 


7.             Certain
Expenses.  In connection with any
disposition of the Collateral as in Section 6 provided, the Pledgor
shall pay and discharge all expenses, if any, of retaking, insuring, holding,
preparing for sale, selling and the like, including, without limiting the
generality of the foregoing, accounting and other professional fees and
expenses and reasonable attorneys’ fees and legal expenses incurred by the
Pledgee in connection with the enforcement of any of its rights hereunder.  Any such expenses may be deducted and retained
by the Pledgee from the proceeds of any disposition of the Collateral.


 


8.             Deficiency.  Notwithstanding that the Pledgee may take or
refrain from taking any right or remedy hereunder or hold the Collateral and
regardless of the value thereof, the Pledgor shall remain liable for the
payment in full of the Liabilities.


 


9.             Indemnity.  The Pledgor hereby agrees to indemnify the
Pledgee and each officer, director, employee and agent of the Pledgee (herein
individually each called an “Indemnitee” and collectively called the “Indemnitees”)
from and against any and all losses, claims, damages, reasonable expenses
(including, without limitation, reasonable attorneys’ fees other than document
preparation expenses of the Pledgee) and liabilities (all of the foregoing
being herein called the “Indemnified Obligations”) incurred by any
Indemnitee in connection with the Credit Documents, except for any portion of
such losses, claims, damages, expenses or liabilities incurred solely as a
result of the gross negligence or willful misconduct of the applicable
Indemnitee or for obligations of such Indemnitee to the Pledgor.  If and to the extent that the foregoing
indemnity may be unenforceable for any reason, the Pledgor hereby agrees to
make the maximum contribution to the payment and satisfaction of each of the
Indemnified Obligations which is permissible under applicable law.  All obligations provided for in this Section
shall survive any termination of the Credit Documents.


 


10.           Pledgee
Appointed Attorney-in-Fact.  The
Pledgor hereby grants to the Pledgee a power of attorney to execute on the
Pledgor’s behalf all assignments, licenses and transfers of the Collateral, and
to do all other acts which the Pledgor is obligated to execute or do under any
provision of this Agreement or any of the Credit Documents if the Pledgor has
not acted within three business days after request by the Pledgee.  This power of attorney is coupled with an
interest and is irrevocable.


 


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11.           Notices.  Any notice hereunder to the Pledgor or the
Pledgee shall be in writing and shall be given to such party at its address set
forth below its name on the signature page.


 


12.           Binding
Agreement; Assignment.  This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their successors and assigns, except that the Pledgor shall not assign this
Agreement.


 


13.           Miscellaneous.


 


a)             No
Default shall be waived by the Pledgee except in writing and no waiver by the
Pledgee of any Default shall operate as a waiver of any other or of the same
Default at a future occasion.  No single
or partial exercise of any right, power or privilege hereunder or under
applicable law shall preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.


 


b)            The
Section headings used herein are for convenience of reference only and shall
not define or limit the provisions of this Agreement.


 


c)             Any
modification or amendment of or waiver of rights under this Agreement shall be
binding only if contained in a writing signed by the parties hereto.


 


d)            This
Agreement shall be governed by the internal laws (not the laws of conflict) of
the State of New York.


 


e)             Each
provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this
Agreement shall be prohibited by or invalid under such law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.


 


[Signature
Page follows]


 


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                IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.


 


	
   

  	
  FIRST
  COMMUNITY BANCORP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lynn M. Hopkins

  
	
   

  	
   

  	
  Lynn
  M. Hopkins, Executive Vice President

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  120
  Wilshire Blvd

  
	
   

  	
   

  	
  Santa
  Monica, CA 90401

  
	
   

  	
  Attention:

  	
  President
  and

  
	
   

  	
   

  	
  Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jon B. Beggs

  
	
   

  	
   

  	
  Jon
  B. Beggs, Vice President

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  777
  East Wisconsin Avenue

  
	
   

  	
   

  	
  Milwaukee,
  WI 53202

  
	
   

  	
  Attention:

  	
  Jon
  B. Beggs, Vice President

  
					



 


 


 


Signature Page to Pledge Agreement