CONTINUATION OF NOTIFICATION OF DISPOSITION OF COLLATERAL
To: The Parties listed on Schedule 1 of this notice (the "Notice Parties"), for a full copy of the Continuation of Notification of Disposition of Collateral (the "Notice"), please e-mail ckwilliams@swlaw.com.
From: KS STATEBANK, a Kansas corporation, its successors and/or assigns (the "Secured Party").
Craig K. Williams, Esq., as agent ("Agent") for the Secured Party, will sell the property more particularly described on Attachment "A" attached hereto to the highest qualified bidder in public as follows:
Sale Date: December 15, 2025
Time: 1:30 p.m. Arizona Time
Place: Law offices of Snell & Wilmer L.L.P., One East Washington, Suite 2700, Phoenix, Arizona 85004
Pursuant to A.R.S. Section 47-9611, you are hereby given notice of the disposition of certain Collateral, as defined in Attachment "A" of the Notice.
The Notice refers to that Collateral referenced in Attachment "A", of the Notice and, together with those certain Uniform Commercial Code Financing Statements filed against the Borrower (as defined on Attachment "A" of the Notice), the Additional Pledgors (as defined on "Attachment "A" of the Notice) (collectively, the "Debtor"), by Secured Party as set forth in Schedule 2 of the Notice.
Debtor is entitled to an accounting of the unpaid indebtedness secured by the Collateral that Secured Party intends to sell for a charge of $25.00. Debtor may request an accounting by calling Agent at (602) 382-6331.
CONDITIONS OF SALE. There is no warranty relating to title, priority, possession, quiet enjoyment or the like in this disposition. The Collateral will be sold AS-IS, WITHOUT RECOURSE AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED. Any statement of description is for identification only and is not a warranty or representation.
CERTAIN REGULATORY NOTIFICATIONS. Each bidder is further hereby notified and advised that certain of the Collateral constitutes voting securities (the "BHC Stock") of Century Financial Services Corporation ("CFSC"), a New Mexico corporation and a Bank Holding Company, as defined in the Bank Holding Company Act of 1956, 12 U.S.C. §1841 et seq. (the "BHC Act") and Federal Reserve Bank Regulation Y, 12 C.F.R., Part 225 ("Regulation Y"). The BHC Stock has been pledged as collateral for a debt previously contracted in good faith, as described in Section 2(a)(5)(c) of the BHC Act, and as a result is subject to certain regulatory requirements and restrictions. In particular, any bidder may be required to obtain approval from the Federal Reserve Bank which regulates Bank Holding Companies and other applicable regulators, and the failure of any bidder to obtain such approval within 18 months, and consummate the purchase, shall result in a forfeiture of the Deposit (as defined below) in favor of Secured Party. Any interested bidders for the BHC Stock should notify Agent at the phone number identified above at least five (5) business days prior the scheduled date of sale to confirm qualification for bidding on the BHC Stock.
Each bidder is further notified and advised that the BHC Stock is subject to certain restrictions and obligations pursuant to the Fourth Amended and Restated Shareholders Agreement dated July 19, 2019 among CFSC and its stockholders, a copy of which may be available upon request and subject to the signing of a Non-Disclosure Agreement in form provided by Secured Party. Moreover, each bidder is advised that the BHC Stock has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under any other applicable securities laws and may not be transferred, sold, assigned, pledged, hypothecated, or otherwise disposed of except (a) pursuant to a registration statement effective under the Securities Act, or (b) pursuant to an exemption from registration thereunder. Additional regulatory restrictions may also apply to the acquisition, holding or transfer of the BHC Stock.
The Secured Party shall make the first credit bid at the public sale, and such bid shall include all principal, interest, default interest, late charges, fees and costs, which credit bid consists of (i) Loan No. 3023835, $27,440,681.87, per diem of $8,936.38, and (ii) Loan No. 3023892, $12,235,302.28, per diem of $3,945.56, as of October 30, 2025. Unless and until the Secured Party is the successful bidder, all interest, default interest, fees and costs shall continue to accrue and be added and included in any credit bid of the Secured Party until the full credit bid amount, including all principal, interest, default interest, late charges, fees and costs are fully paid under any circumstances. The Collateral secured by the two (2) Loan Numbers above shall be sold together and not separately.
TERMS OF THE SALE. The terms of the sale are as follows:
Bidding Procedure. In order to qualify to bid at the public sale, each person must qualify with the Agent on or before the Sale Date by providing its name, address, phone number, and a $1,000,000.00 deposit (the "Deposit"), in cash to be held by Secured Party. In addition, Secured Party or its Agent may, in their sole and absolute discretion, require bidders (a) to qualify by submitting a financing commitment or other satisfactory evidence of the bidder's ability to complete the purchase of the Collateral, and (b) to sign a bidding agreement setting forth other terms and conditions of the sale. All bidders must satisfy the requirements of a "Qualified Transferee" and certain other requirements as set forth in agreements by and among Secured Party and other persons. Further information about such requirements is available from Agent or Secured Party in advance of the public sale.Payment of Purchase Price. The successful bidder shall have until the later of (i) 5:00 p.m. Arizona Time on the following business day after the sale to pay the entire purchase price bid at the public sale, less the Deposit held by Secured Party, or (ii) the successful bidder may be required to obtain approval from the Federal Reserve Bank which regulates Bank Holding Companies and other applicable regulators, in which case the Deposit shall be increased by an additional $1,000,000.00, and the failure of any bidder to obtain such approval within 18 months, and consummate the purchase, shall result in a forfeiture of the Deposit (as defined above) in favor of Secured Party. Sale Procedures. Secured Party and Agent shall have the right to administer the public sale in such commercially reasonable manner as Secured Party and Agent shall determine. Secured Party, through the Agent, or on its own behalf, shall have the right to enter one or more credit bids at the public sale. All bids submitted at the sale must be submitted in person and shall be considered final. Any successful bidder at the public sale may be required to pay taxes.Rights of Secured Party. Secured Party reserves its rights, on or prior to the Sale Date (a) to withdraw all or a portion of the Collateral from the sale for any reason whatsoever, (b) to postpone, modify, waive or amend any terms or conditions of the sale or to impose any other commercially reasonable terms or conditions on the sale, (c) if Secured Party deems appropriate, to reject any or all bids, and (d) to cancel the sale, all in Secured Party's sole and absolute discretion. Additional or amended terms and conditions of the sale may be announced on the Sale Date or any continued Sale Date.Postponements. Secured Party and Agent may, for any cause deemed in the interest of the Secured Party, postpone or continue the sale from time to time, or change the place of the sale to any other location identified by the Secured Party or Agent by giving commercially reasonable notice of the new date, time and place, which may include public declaration at the time and place last appointed for the sale. Transfer Documents. Upon completion of the sale and payment of the full purchase price, Secured Party or Agent shall deliver such transfer documentation to the successful purchaser, which documentation shall operate to convey to the purchaser the title, interest and claim of Secured Party. The transfer documents shall raise the presumption of compliance with all legal requirements relating to the sale of the Collateral, and the transfer documentation shall constitute conclusive evidence of the meeting of such requirements in favor of buyer.
November 22 2025
LAZS0411482