Pledge Agreement Dated April 15, 1999

EXHIBIT 10.18


PLEDGE AGREEMENT
----------------


THIS PLEDGE AGREEMENT (this "Agreement") dated April 15, 1999 is between WILLIAM G. SANDERS, JR., as pledgor and debtor (the "Borrower"), and ALABAMA NATIONAL BANCORPORATION, a Delaware corporation, as pledgee and secured party (the "Lender").


Recitals
--------


The Borrower is the holder, beneficially and of record, of certain shares of the outstanding capital stock of the Lender, more particularly described on Exhibit A attached hereto and made a part hereof (the "Stock").


Capitalized terms used in these Recitals have the meanings defined for them above or in Section 1.2. The Borrower has requested that the Lender extend Credit to the Borrower under the Credit Documents. To secure the Obligations, and to induce the Lender to extend Credit to the Borrower under the Credit Documents, the Borrower has agreed to execute and deliver this Agreement to the Lender.


Agreement
---------


NOW, THEREFORE, in consideration of the foregoing Recitals, and to induce the Lender to extend Credit to the Borrower under the Credit Documents, the Borrower agrees with the Lender as follows:


ARTICLE 1


Rules of Construction and Definitions
-------------------------------------


SECTION 1.1 Rules of Construction. For the purposes of this Agreement,
--------------------- except as otherwise expressly provided or unless the context otherwise requires:


(a) Words of masculine, feminine or neuter gender include the correlative words of other genders. Singular terms include the plural as well as the singular, and vice versa.


(b) All references herein to designated "Articles," "Sections" and other subdivisions or to lettered Exhibits are to the designated Articles, Sections and subdivisions hereof and the Exhibits annexed hereto unless expressly otherwise designated in context. All Article, Section, other subdivision and Exhibit captions herein are used for reference only and do not limit or describe the scope or intent of, or in any way affect, this Agreement.


(c) The terms "include," "including," and similar terms shall be construed as if followed by the phrase "without being limited to."


(d) The terms "herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, other subdivision or Exhibit.


(e) All Recitals set forth in, and all Exhibits to, this Agreement are hereby incorporated in this Agreement by reference.


(f) No inference in favor of or against any party shall be drawn from the fact that such party or such party's counsel has drafted any portion hereof.


(g) All references in this Agreement to a separate instrument are to such separate instrument as the same may be amended or supplemented from time to time pursuant to the applicable provisions thereof.


SECTION 1.2 Definitions. As used in this Agreement, the following terms
----------- are defined as follows:


(a) Unless otherwise defined herein, terms used in this Agreement that are defined in Article 9 of the Alabama Uniform Commercial Code have the meanings defined for them therein.


(b) Additional Stock is defined in Section 2.2.
----------------


(c) Business Day means any day, excluding Saturday and Sunday, on
------------ which the Lender's main office in Birmingham, Alabama, is open to the public for carrying on substantially all of its banking business.


(d) Credit means, individually and collectively, all loans,
------ forbearances, renewals, extensions, advances, disbursements and other extensions of credit now or hereafter made by the Lender to or for the account of the Borrower under the Credit Documents.


(e) Credit Documents means the documents described in Exhibit B and
---------------- all other documents now or hereafter executed or delivered in connection with the transactions contemplated thereby.


(f) Debt of any person means (1) all indebtedness, whether or not
---- represented by bonds, debentures, notes or other securities, for the repayment of borrowed money, (2) all deferred indebtedness for the payment of the purchase price of property or assets purchased, (3) all capitalized lease obligations, (4) all indebtedness secured by any Lien on any property of such person, whether or not indebtedness secured thereby has been assumed, (5) all obligations with respect to any conditional sale contract or title retention agreement, (6) all indebtedness and obligations arising under acceptance facilities or in connection with surety or similar bonds, and the outstanding amount of all letters of credit issued for the account of such person, and (7) all obligations with respect to interest rate swap agreements.


(g) Default Rate means a rate of interest equal to four percentage
------------ points (400 basis points) in excess of the highest interest rate that would otherwise be payable on the principal amount of the Credit under the Credit Documents from time to time in the absence of the existence of a default, or the maximum rate permitted by law, whichever is less.


(h) Event of Default is defined in Section 4.1. An Event of Default
---------------- "exists" if the same has occurred and is continuing.


(i) Governmental Authority means any national, state, county,
---------------------- municipal or other government, domestic or foreign, and any agency, authority, department, commission, bureau, board, court or other instrumentality thereof.


(j) Lien means any mortgage, pledge, assignment, charge, encumbrance,
---- lien, security title, security interest or other preferential arrangement.


(k) Obligations means (1) the payment of all amounts now or hereafter
----------- becoming due and payable under the Credit Documents, including the principal amount of the Credit, all interest thereon (including interest that, but for the filing of a petition in bankruptcy, would accrue on any such principal) and all other fees, charges and costs (including attorneys' fees and disbursements) payable in connection therewith; (2) the observance and performance the Borrower of all of the provisions of the Credit Documents; (3) the payment of all sums advanced or paid by the Lender in exercising any of its rights, powers or remedies under the Credit Documents, and all interest (including post-bankruptcy petition interest, as aforesaid) on such sums provided for herein or therein; and (4) all renewals, extensions, modifications and amendments of any of the foregoing, whether or not any renewal, extension, modification or amendment agreement is executed in connection therewith.


(l) Obligors means the Borrower each other person, if any, executing
-------- any Security Document as a grantor, (if the Borrower is a partnership) any general partner thereof, and any other maker, endorser, surety, guarantor or other person now or hereafter liable for the payment or performance, in whole or in part, of any of the Obligations.


(m) Permitted Encumbrances means the Liens granted to the Lender under
---------------------- this Agreement and any other Liens of the Lender.


(n) Person (whether or not capitalized) includes natural persons, sole
------ proprietorships, corporations, trusts, unincorporated organizations, associations, companies, institutions, entities, joint ventures, partnerships, limited liability companies and Governmental Authorities.


(o) Pledged Stock is defined in Section 2.2.
-------------


(p) Property is defined in Section 2.2.
--------


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(q) Security Documents means all Credit Documents that now or
------------------ hereafter grant or purport to grant to the Lender any guaranty, collateral or other security for any of the Obligations.


ARTICLE 2


Security Agreement
------------------


SECTION 2.1 Pledge of Stock. As security for the Obligations, the
--------------- Borrower hereby grants to the Lender security title to and a continuing security interest in, and assigns, transfers, conveys, pledges and hypothecates to the Lender, all of the Borrower's right, title and interest in and to the Stock and all proceeds thereof, and the Borrower hereby delivers to the Lender the stock certificates evidencing the Stock, as described in Exhibit A, together with separate assignments thereof, to be held by the Lender upon the terms and conditions set forth in this Agreement.


SECTION 2.2 Pledge of Additional Stock. If the Borrower shall acquire by
-------------------------- exchange or replacement any additional shares of the capital stock of the Company, of whatever class or description ("Additional Stock") at any time after the date hereof, the Borrower hereby grants to the Lender a security interest in, and assigns, transfers, conveys, pledges and hypothecates to the Lender, all of the Borrower's right, title and interest in and to the Additional Stock and such certificates, and immediately upon receipt thereof the Borrower shall pledge and deposit the Additional Stock with the Lender and shall deliver to the Lender certificates therefor registered in the name of the Borrower, together with executed separate assignments thereof, to be held by the Lender under this Agreement. The Stock, the Additional Stock, and any stock or other securities issued in exchange therefor or replacement thereof, are hereinafter together called the "Pledged Stock," and the Pledged Stock and all proceeds thereof and all other securities and moneys received and at the time held by the Lender hereunder are hereinafter together called the "Property," all of which shall be subject to the Liens granted to the Lender under this Agreement.


SECTION 2.3 Dividends and Other Distributions. Unless an Event of Default
--------------------------------- exists, all cash dividends paid on the Pledged Stock shall be paid to the Borrower, except that all cash dividends payable on the Pledged Stock that are determined by the Lender in its sole discretion to represent in whole or in part an extraordinary, liquidating or other distribution in return of capital shall be paid to the Lender and retained by it as Property. The Lender shall also be entitled to receive directly and to retain as Property:


(a) all stock and other securities or property (other than cash) paid or distributed with respect to the Pledged Stock by way of dividend;


(b) all stock and other securities or property (including cash) paid or distributed with respect to the Pledged Stock by way of stock-split, spin-off, split-up, reclassification, combination of shares or similar or other corporate rearrangement; and


(c) all stock and other securities or property (including cash) that may be paid or distributed with respect to the Pledged Stock by reason of any consolidation, merger, exchange of stock, conveyance of assets, liquidation or similar corporate reorganization.


SECTION 2.4 Voting While No Event of Default. Unless an Event of Default
-------------------------------- exists, the Borrower shall have the right to vote any and all shares of the Pledged Stock and to give consents, waivers and ratifications with respect to the Property and otherwise act with respect thereto. All such rights of the Borrower to vote and to give consents, waivers and ratifications shall cease if an Event of Default exists.


ARTICLE 3


Representations, Warranties and Covenants
-----------------------------------------


SECTION 3.1 Representations and Warranties. The Borrower represents and
------------------------------- warrants to the Lender that (a) subject to Permitted Encumbrances, the Borrower is the holder of record and sole beneficial owner of the Stock (which is fully issued and non-assessable), free of Liens and adverse claims of any kind, except Permitted Encumbrances; (b) the Borrower has a good right to grant to the Lender the Liens in the Stock purported to be granted under this Agreement; (c) there are no outstanding subscriptions, options, rights, warrants, calls, commitments or agreements of any kind to acquire or transfer any of the Stock; and (d) to the best of the Borrower's knowledge, no consent, authorization or other action by, and no notice to or filing with, any other person (including any stockholder, partner or creditor of the Borrower and any Governmental Authority) is required for (1) the execution and delivery of this Agreement by the Borrower, (2) the granting to the Lender of the Liens on the Property under this Agreement, or (3) the exercise by the Lender of the rights, powers and remedies granted to it under


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this Agreement, except as may be required in connection with any disposition by the Lender of the Property under laws affecting the offering and sale of securities generally.


SECTION 3.2 Encumbrances and Dispositions. The Borrower shall not (a)
----------------------------- encumber any of the Property, or permit any of the Property to be encumbered, with any kind of Lien, other than Permitted Encumbrances, or (b) sell, transfer or otherwise dispose of, or grant any option or warrant with respect to, any of the Property.


SECTION 3.3 Taxes and Assessments. The Borrower shall pay when due all
--------------------- taxes, assessments and other charges levied or assessed against any of the Property, and all other claims that are or may become Liens against any of the Property, except any that are Permitted Encumbrances; and should default be made in the payment of same, the Lender, at its option, may pay them.


SECTION 3.4 Filing Fees and Taxes. The Borrower agrees, to the extent
--------------------- permitted by law, to pay all recording and filing fees, revenue stamps, taxes and other expenses and charges payable in connection with the execution and delivery of the Credit Documents, and the recording, filing, satisfaction, continuation and release thereof.


SECTION 3.5 Further Assurances. At the Borrower's cost and expense, upon
------------------ request of the Lender, the Borrower shall duly execute and deliver, or cause to be duly executed and delivered, to the Lender such further instruments and do and cause to be done such further acts as may be reasonably necessary or proper in the opinion of the Lender or its counsel to perfect, preserve and protect the validity of the Liens of the Lender in the Property and to carry out more effectively the provisions and purposes of this Agreement.


SECTION 3.6 Attorney-in-Fact. The Borrower hereby constitutes and
---------------- appoints the Lender, or any other person whom the Lender may designate, as the Borrower's attorney-in-fact, at the Borrower's sole cost and expense, effective upon the existence of any Event of Default, with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time in the Lender's discretion to take any action (a) that the Borrower has agreed, but has failed, to take under this Agreement, (b) that the Lender in its sole discretion deems necessary or advisable to maintain, preserve or protect the security intended to be afforded by this Agreement, or (c) that the Lender may deem necessary or advisable to accomplish the purposes of this Agreement and the other Credit Documents.


ARTICLE 4


Events of Default
-----------------


SECTION 4.1 Events of Default. The occurrence of any of the following
----------------- events shall constitute an event of default (an "Event of Default") under this Agreement (w ...