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   [10,240A] In the Matter of MBank Waco, National Association, Waco, Texas, Docket No. 91-141kk (5-28-91).

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

   [.1] Cross-Guaranty—Waiver—Applicable only to Acquiring Party

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

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

   [.4] Cross-Guaranty—Waiver—Expiration

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

In the Matter of
MBANK WACO, NATIONAL ASSOCIATION
WACO, 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 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-91-141kk

   WHEREAS, Ford Bank Group, Inc., Lubbock, Texas ("Acquiring Party"), and MBank Waco, National Association, Waco, Texas ("MBank Waco") (collectively "Co-Applicants") have proposed to the Federal Deposit Insurance Company ("FDIC") that the Acquiring Party and certain local investors purchase and recapitalize MBank Waco; and

   WHEREAS, the Acquiring Party is currently the holding company for First National Bank at Lubbock, Lubbock, Texas; First National Bank of Plainview, Plainview, Texas; The First National Bank of Post, Post, Texas; First National Bank of Borger, Borger, Texas; The First National Bank in Canyon, Canyon, Texas; First State Bank, Crane, Texas; and Yoakum County State Bank, Denver City, Texas ("FBG Banks"); and

   WHEREAS, the Acquiring Party is desirous for an exemption from liability as to MBank Waco for any losses the FDIC suffers or reasonably anticipates to suffer from 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 El Paso, National Association, El Paso, Texas, 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); and

   WHEREAS, the Acquiring Party is also desirous for an exemption from liability as to the FBG Banks for any losses the FDIC may suffer or reasonably anticipates to suffer from the possible default and/or possible assistance to MBank Waco, filed pursuant to the provisions of section 5(e)(5)(A) of the Act, 12 U.S.C. §1815(e)(5)(A); and

   WHEREAS, the Board of Directors ("Board") of the FDIC, having fully considered the facts and information relating to the foregoing requests for exemption from losses, has concluded that an exemption is in the best interest of the Bank Insurance Fund and that approval of the application for exemption should be granted.

   WHEREFORE, for the foregoing reasons, the Co-Applicants' request for exemption from losses is herewith conditionally granted by this ORDER CONDITIONALLY GRANTING APPROVAL FOR WAIVER OF CROSS-GUARANTY ("ORDER"), subject to the conditions and restrictions set forth below:

   [.1]1. This ORDER is conditioned upon the acquisition of control of MBank Waco by the Acquiring Party. Should anyone other than the Acquiring Party acquire control of MBank Waco, or should MCorp Financial, Inc. ever reacquire control of MBank Waco, this ORDER shall be null and void.

   [.2]2. Immediately upon the sale of MBank Waco to the Acquiring Party and certain local investors, the Acquiring Party will ensure that MBank Waco have a minimum of 7.5 million dollars ($7,500,000) in equity capital. The Co-Applicants will have six months from the date of issuance of this ORDER to complete all transactions necessary to accomplish the sale of MBank Waco to the Acquiring Party, et al. Also within six months from the date of issuance of this ORDER, the Acquiring Party will ensure that MBank Waco have a minimum of fifteen million dollars ($15,000,000) in equity capital. At no time during the six months from the date of issuance of this ORDER shall MBank Waco's equity capital be less than 2 percent (2%) of the bank's total assets. Failure to conclude all necessary actions, and to attain and maintain said capital levels provided herein, within the time frames established herein, and obtain all appropriate federal regulatory approval thereto, will render this ORDER null and void.

   [.3]3. Immediately upon receipt of this ORDER, MBank Waco shall dismiss its claims against the Receivership of MBank Fort Worth, National Association, Forth Worth, Texas, filed approximately June, 1989, in the amount of $13,595.05; the Receivership of MBank Austin, National Association, Austin, Texas, filed approximately June, 1989, in the amount of $15,130.90; and the Receivership of MBank Dallas, National Association, Dallas, Texas, filed approximately June, 1989, in the amount of $322,207.84.

   [.4]4. This ORDER shall expire five years from the date of issuance contained herein. Further, should any of the FBG Banks fail or require assistance from the FDIC, or should any other insured depository institution controlled by the Acquiring Party fail or require assistance from the FDIC, the liability for resulting loss as provided in section 5(e) of the Act, 12 U.S.C. §1815(e), would remain with the remaining FBG Banks and/or any other insured depository institution controlled by the Acquiring Party.

   [.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 the condition contained in paragraph 1 above be violated or the conditions in paragraph 2 above fail to be met in the time frame specified therein, this ORDER shall be immediately null and void, without further hearing on the matter.

   Dated at Washington, D.C., this 28th day of May, 1991.

   By order of the Board of Directors.

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