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   [10,153A] In the Matter of MBank Brownsville, National Association, Brownsville, Texas, Docket No. 90-266kk (12-18-90).

   FDIC issues order conditionally granting approval for waiver of cross-guaranty.

   [.1] Cross-Guaranty—Waiver—Conditional on Acquisition

   [.2] Holding Company—Injection of Capital—Condition of Cross-Guaranty Waiver

   [.3] Sale or Merger of Bank—Time Frame for Completion of All Transactions

   [.4] Receivership—Dismissal of Claims Against Receivership Required

   [.5] Cross-Guaranty—Waiver—Revocation for Non-Compliance

In the Matter of
MBANK BROWNSVILLE, NATIONAL ASSOCIATION
BROWNSVILLE, TEXAS
(Insured Depository Institution)
related to
MBANK ABILENE, NATIONAL ASSOCIATION
ABILENE, TEXAS
and
MBANK AUSTIN, NATIONAL ASSOCIATION
AUSTIN, TEXAS
and
MBANK BRENHAM, NATIONAL ASSOCIATION
BRENHAM, TEXAS
and
MBANK DALLAS, NATIONAL ASSOCIATION
DALLAS, TEXAS
and
MBANK FORT WORTH, NATIONAL ASSOCIATION
FORT WORTH, TEXAS
and
MBANK HOUSTON, NATIONAL ASSOCIATION
HOUSTON, TEXAS
and
MBANK ODESSA, NATIONAL ASSOCIATION
ODESSA, TEXAS
and
MBANK ROUND ROCK, NATIONAL ASSOCIATION
ROUND ROCK, TEXAS
and
MBANK MIDCITIES, NATIONAL ASSOCIATION
ARLINGTON, TEXAS
and
MBANK CORSICANA, NATIONAL ASSOCIATION
CORSICANA, TEXAS
and
MBANK GREENVILLE, NATIONAL ASSOCIATION
GREENVILLE, TEXAS
and
MBANK DENTON COUNTY,NATIONAL ASSOCIATION
LEWISVILLE, TEXAS
and
MBANK LONGVIEW, NATIONAL ASSOCIATION
LONGVIEW, TEXAS
and
MBANK MARSHALL, NATIONAL ASSOCIATION
MARSHALL, TEXAS
and
MBANK ORANGE, NATIONAL ASSOCIATION
ORANGE, TEXAS
and
MBANK JEFFERSON COUNTY, NATIONAL ASSOCIATION
PORT ARTHUR, TEXAS
and
MBANK ALAMO, NATIONAL ASSOCIATION
SAN ANTONIO, TEXAS
and
MBANK SHERMAN, NATIONAL ASSOCIATION
SHERMAN, TEXAS
and
MBANK THE WOODLANDS, NATIONAL ASSOCIATION
THE WOODLANDS, TEXAS
and
MBANK WICHITA FALLS, NATIONAL ASSOCIATION
WICHITA FALLS, TEXAS
and
MBANK WACO, NATIONAL ASSOCIATION
WACO, TEXAS
and
MBANK NEW BRAUNFELS, NATIONAL ASSOCIATION
NEW BRAUNFELS, TEXAS
and
MBANK EL PASO, NATIONAL ASSOCIATION
EL PASO, TEXAS
(Commonly Controlled InsuredDepository Institutions)
ORDER CONDITIONALLY GRANTING APPROVAL FOR WAIVER OF CROSS-GUARANTY

FDIC-90-226kk

   BE ADVISED that the Board of Directors ("Board") of the Federal Deposit Insurance Corporation ("FDIC"), having fully considered the facts and information relating to the application for an exemption from losses incurred or reasonably anticipated to be incurred by the FDIC in connection with the default of MBank Abilene, National Association, Abilene, Texas; MBank Austin, National Association, Austin, Texas; MBank Brenham, National Association, Brenham, Texas; MBank Dallas, National Association, Dallas, Texas; MBank Fort Worth, National Association, Fort Worth, Texas; MBank Houston, National Association, Houston, Texas; MBank Odessa, National Association, Odessa, Texas; MBank Round Rock, National Association, Round Rock, Texas; MBank Midcities, National Association, Arlington, Texas; MBank Corsicana, National Association, Corsicana, Texas; MBank Greenville, National Association, Greenville, Texas; MBank Denton County, National Association, Lewisville, Texas; MBank Longview, National Association, Longview, Texas; MBank Marshall, National Association, Marshall, Texas; MBank Orange, National Association, Orange, Texas; MBank Jefferson County, National Association, Port Arthur, Texas; MBank Alamo, National Association, San Antonio, Texas; MBank Sherman, National Association, Sherman, Texas; MBank The Woodlands, National Association, The Woodlands, Texas; and MBank Wichita Falls, National Association, Wichita Falls, Texas (collectively "failed MBanks"), and any default or assistance provided to MBank Waco, National Association, Waco, Texas ("MBank Waco"), and/or MBank El Paso, National Association, El Paso, Texas (MBank El Paso"), and/or MBank New Braunfels, National Association, New Braunfels, Texas (collectively "remaining MBanks"), filed pursuant to the provisions of section 5(e)(5)(A) of the Federal Deposit Insurance Act ("Act"), 12 U.S.C. §1815(e)(5)(A), by MCorp, Dallas, Texas (the "Holding Company"), the holding company of MBank Brownsville, National Association, Brownsville, Texas ("MBank Brownsville") and by MBank Brownsville (collectively "Co-Applicants"), relating to the proposal by the Co-Applicants to sell MBank Brownsville and to recapitalize some or all of the remaining MBanks, has concluded that approval of the application for exemption should be granted, subject to the conditions and restrictions set forth below.

   [.1]1. This ORDER CONDITIONALLY GRANTING APPROVAL FOR WAIVER OF CROSS-GUARANTY ("ORDER") is conditional upon the acquisition of control of MBank Brownsville by the acquiring parties of Olegario Vazquez Rana, et al. and represented by Graciela Gutierez, Trustee, being those same parties who have received approval from the Office of the Comptroller of the Currency to acquire control of MBank Brownsville in Control #90-SW-11-014 on or about September 18, 1990 (collectively "Acquiring Parties"). Should anyone other than the Acquiring Parties acquire control of MBank Brownsville, this ORDER shall be null and void.

   [.2]2. Simultaneously with the sale of MBank Brownsville to the Acquiring Parties, the Holding Company will make a direct cash contribution to MBank Waco of 5.3 million dollars, and a direct cash contribution to MBank El Paso of 7.7 million dollars. Should either MBank Waco or MBank El Paso fail prior to the injections of capital described herein, the Holding Company shall make the direct cash contribution to any remaining MBank designated by the FDIC.

   [.3]3. The Co-Applicants will have two months from the effective date of this ORDER to complete all transactions necessary to accomplish the sale of MBank Brownsville to the Acquiring Parties. Failure to conclude all necessary actions within this time frame will render this ORDER null and void.

   [.4]4. Immediately upon receipt of this ORDER, MBank Brownsville shall dismiss its claims against the Receivership of MBank Dallas, N.A. filed June 27, 1989 in the amount of $1,420,843.20 and the Receivership of MBank Houston, N.A. filed June 27, 1989 in the amount of $2,610,936.66.

   [.5]5. Should the FDIC determine that either Co-Applicant has failed to comply fully with the aforesaid conditions, the FDIC shall have the right to revoke this exemption after giving the Co-Applicants written notice of said revocation and a reasonable opportunity to be heard on the matter. Notwithstanding the foregoing, should either Co-Applicant violate the provisions contained in paragraphs 1 or 2 above, this ORDER shall be immediately null and void, without further hearing on the matter.

   Dated at Washington, D.C., this 18th day of December, 1990.

   By order of the Board of Directors.

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Last Updated 6/6/2003 legal@fdic.gov