Contract
EX-10.4
4
pledgeagreement.htm
COMMERCIAL PLEDGE AGREEMENT
COMMERCIAL
PLEDGE AGREEMENT
Principal Amount: A) $18,000,000.00
B) $ 5,000,000.00
Grantor: UTG, Inc.
0000 Xxxxx Xxxxx Xx.
Xxxxxxxxxxx, XX 00000
Lender: First Tennessee Bank
National Association
Financial Institutions
000 Xxxxxxxxx Xxxx, Xxx. 000
Xxxxxxx, XX 00000
THIS COMMERCIAL PLEDGE AGREEMENT dated
December 8, 2006, is made and executed between UTG, Inc. (“Grantor”) and First
Tennessee Bank National Association (“Lender”) in connection with Lender’s
extension of credit to Grantor in the original principal amount of A)
$18,000,000.00 and B) $5,000,000.00 evidenced by the Notes and further evidenced
by Loan Agreement between Lender and Grantor (“Loan Agreement”) of even date
herewith. Unless otherwise defined in this Agreement, capitalized terms
used herein shall have the meanings ascribed to them in the Loan
Agreement.
GRANT OF SECURITY INTEREST. For valuable
consideration, Grantor grants to Lender a security interest in the Collateral
to
secure the Indebtedness and agrees that Lender shall have the rights stated
in
this Agreement with respect to the Collateral, in addition to all other rights
which Lender may have by law.
COLLATERAL DESCRIPTION. The word “Collateral”
as used in the Agreement means Grantor’s present and future rights, title
and interests in and to (together with any and all present and future additions
thereto, substitutions therefore, and replacements thereof, together with
any
and all present and future certificates and/or instruments evidencing) the
Stock
described below, together with all Income and Proceeds as described
herein:
One hundred percent (100%) of the issued and
outstanding common shares (400,000) of Universal Guaranty Life Insurance
Company (the “Company”), being evidenced by Stock Certificate No.
111.
CROSS-COLLATERALIZATION. In addition to
the Notes, this Agreement secures all obligations, debts and liabilities,
plus
interest thereon, of Grantor to Lender, or any one or more of them, as well
as
all claims by Lender against Grantor or any one or more of them, whether
now existing or hereafter arising, whether related or unrelated to the purpose
of the Notes, whether voluntary or otherwise, whether due or not due, direct
or
indirect, determined or undetermined, absolute or contingent, liquidated
or
unliquidated whether Borrower may be liable individually or jointly with
others,
whether obligated as guarantor, surety, accommodation party or otherwise,
and
whether recovery upon such amounts may be or hereafter may become barred
by any
statue or limitations, and whether the obligation to repay such amounts may
be
or hereafter may become otherwise unenforceable.
RIGHT OF SETOFF. To the extent permitted
by applicable law, Lender reserves a right of setoff in all Grantor’s accounts
with Lender (whether checking, savings, or some other account). This includes
all accounts Grantor may open in the future. However, this does not include
any
XXX or Xxxxx accounts, or any trust accounts for which setoff would be
prohibited by law. Grantor authorizes Lender, to the extent permitted by
applicable law, to charge or setoff all sums owing on the Indebtedness against
any and all such accounts, and, at Lender’s option, to administratively freeze
all such accounts to allow Lender to protect Lender’s charge and setoff rights
provided in this paragraph.
REPRESENTATIONS AND WARRANTIES WITH RESPECT
TO
THE COLLATERAL. Grantor represents and warrants to Lender that:
Ownership. Grantor is the lawful owner of
the
Collateral free and clear of all security interests, liens, encumbrances
and
claims of others except as disclosed to and accepted by Lender in
writing prior to execution of this Agreement.
Right to Pledge. Grantor has the full right,
power and authority to enter into this Agreement and to pledge the
Collateral.
Authority; Binding Effect. Grantor has the
full
right, power and authority to enter into this Agreement and to grant a security
interest in the Collateral to Lender. This Agreement is binding upon Grantor
as
well as Grantor’s successors and assigns, and is legally enforceable in
accordance with its terms. The foregoing representations and warranties,
and all
other representations and warranties contained in this Agreement are and
shall
be continuing in nature and shall remain in full force and effect until such
time as this Agreement is terminated or cancelled as provided herein.
Valid Issuance of Stock. The Stock has been
duly
and validly issued and is fully paid and nonassessable.
Ownership of Stock. Unless otherwise previously
disclosed to Lender in writing, the shares of Stock subject to this Agreement
constitute shares owned by Grantor of the issued and outstanding shares of
the
capital stock of the Company.
Free Transferability of Stock. Unless otherwise
previously disclosed to Lender in writing, and subject to compliance with
applicable securities and insurance laws, all of the shares of Stock are
freely
transferable and subject to sale without being subject to limitations,
restriction, stock legends, or prohibitive covenants under any agreements,
or
otherwise under which Grantor or the issuer of any such Stock may be bound
or
obligated.
Stock Dividend; Stock Split. In order to prevent
Lender’s collateral position from becoming diluted by any stock dividends or
stock splits, Grantor agrees to notify Lender immediately when knowledge
of any
such transaction or transactions becomes known, and to deliver all of the
stock
certificates to Lender for pledging within five (5) days of receipt of the
stock
dividend and/or stock split together with appropriately executed stock
powers.
No Further Assignment. Grantor has not, and
shall not, sell, assign, transfer, encumber or otherwise dispose of any of
Grantor’s rights in the Collateral except as provided in this Agreement.
No Defaults. There are no defaults existing
under the Collateral, and there are no offsets or counterclaims to the same.
Grantor will strictly and promptly perform each of the terms, conditions,
covenants and agreements, if any, contained in the Collateral which are to
be
performed by Grantor.
No Violation. The execution and delivery of
this
Agreement will not violate any law or agreement governing Grantor or to which
Grantor is a party, and its certificate or articles of incorporation and
bylaws
do not prohibit any term or condition of this Agreement.
Financing Statements. Grantor authorizes Lender
to file a UCC financing statement, or alternatively, a copy of this Agreement
to
perfect Lender’s security interest. At Lender’s request, Grantor additionally
agrees to sign all other documents that are necessary to perfect, protect,
and
continue Lender’s security interest in the Property. Grantor will pay all filing
fees, title transfer fees, and other fees and costs involved unless prohibited
by law or unless Lender is required by law to pay such fees and costs. Grantor
irrevocably appoints Lender to execute documents necessary to transfer title
if
there is a default. Lender may file a copy of this Agreement as a financing
statement. If Grantor changes Grantor’s name or address, or the name or address
of any person granting a security interest under this Agreement changes,
Grantor
will promptly notify the Lender of such change.
LENDER’S RIGHTS AND OBLIGATIONS WITH RESPECT TO
THE COLLATERAL. Lender may hold the Collateral until all Indebtedness has
been
paid and satisfied. Thereafter Lender may deliver the Collateral to Grantor
or
to any other owner of the Collateral. Lender shall have the following rights
in
addition to all other rights Lender may have by law:
Maintenance and Protection of Collateral.
Lender
may, but shall not be obligated to, take such steps as it deems necessary
or
desirable to protect, maintain, insure, store, or care for the Collateral,
including paying of any liens or claims against the Collateral. This may
include
such things as hiring other people, such as attorneys, appraisers or other
experts. Lender may charge Grantor for any cost incurred in so doing.
Income and Proceeds from the Collateral. From
and after the occurrence of an Event of Default, Lender may receive all Income
and Proceeds and add it to the Collateral. Grantor agrees to deliver to Lender
immediately upon receipt, in the exact form received and without commingling
with other property, all Income and Proceeds from the Collateral which may
be
received by, paid, or delivered to Grantor or for Grantor’s account, whether as
an addition to, in discharge of, in substitution of, or in exchange for any
of
the Collateral.
Application of Cash. At Lender’s option, Lender
may apply any cash, whether included in the Collateral or received as Income
and
Proceeds or through liquidation, sale, or retirement, of the Collateral,
to the
satisfaction of the Indebtedness or such portion thereof as Lender shall
choose,
whether or not matured.
Transactions with Others. Lender may (1) extend
time for payment or other performance, (2) grant a renewal or change in terms
or
conditions, or (3) compromise, compound or release any obligation, with any
one
or more Obligors, endorsers, or Guarantors of the Indebtedness as Lender
deems
advisable, without obtaining the prior written consent of Grantor, and no
such
act or failure to act shall affect Lender’s rights against Grantor or the
Collateral.
All Collateral Secures Indebtedness. All
Collateral shall be security for the Indebtedness, whether the Collateral
is
located at one or more offices or branches of Lender.
Collection of Collateral. From and after the
occurrence of an Event of Default, Grantor authorizes and directs the Obligors,
if Lender decides to collect the income and Proceeds, to pay and deliver
to
Lender all income and Proceeds from the Collateral and to accept Lender’s
receipt for the payments.
Power of Attorney. Grantor irrevocably appoints
Lender as Grantor’s attorney-in-fact, with full power of substitution, (a) to
demand, collect, receive, receipt for, xxx and recover all Income and Proceeds
and other sums of money and other property which may now or hereafter become
due, owing or payable from the Obligors in accordance with the terms of the
Collateral; (b) to execute, sign and endorse any and all instruments, receipts,
checks, drafts and warrants issued in payment for the Collateral; (c) to
settle
or compromise any and all claims arising under the Collateral, and in the
place
and stead of Grantor, execute and deliver Grantor’s release and acquittance for
Grantor; (d) to file any claim or claims or to take any action or institute
or
take part in any proceedings, either in Lender’s own name or in the name of
Grantor, or otherwise, which in the discretion of Lender may seem to be
necessary or advisable; and (e) to execute in Grantor’s name and to deliver to
the Obligors on Grantor’s behalf, at the time and in the manner specified by the
Collateral, any necessary instruments or documents.
Perfection of Security Interest. Upon Lender’s
request, Grantor will deliver to Lender any and all of the documents evidencing
or constituting the Collateral. When applicable law provides more than one
method of perfection of Lender’s security interest, Lender may choose the
method(s) to be used. Upon Lender’s request, Grantor will sign and deliver any
writings necessary to perfect Lender’s security interest. If any of the
Collateral consists of securities for which no certificate has been issued,
Grantor agrees, at Lender’s option, either to request issuance of an appropriate
certificate or to execute appropriate instructions on Lender’s forms instructing
the issuer, transfer agent, mutual fund company, or broker, as the case may
be,
to record on its books or records, by book-entry or otherwise, Lender’s security
interest in the Collateral. Grantor hereby appoints Lender as Grantor’s
irrevocable attorney-in-fact for the purpose of executing any documents
necessary to perfect, amend, or to continue the security interest granted
in
this Agreement or to demand termination of filings of other secured
parties.
Distributions; Voting Rights. Unless an
Event of Default shall then exist, Grantor shall be permitted to receive
distributions paid and to exercise all voting rights with respect to the
Collateral, provided that no vote shall be cast which, in Lender’s reasonable
judgment, would impair the Collateral or which would be inconsistent with
or
result in any violation of any provision of this Agreement or any of the
Related
Documents.
LENDER’S EXPENDITURES. If any action or
proceeding is commenced that would materially affect Lender’s interest in the
Collateral or if Grantor fails to comply with any provision of this Agreement
or
any Related Documents, including but not limited to Grantor’s failure to
discharge or pay when due any amounts Grantor is required to discharge or
pay
under this Agreement or any Related Documents, Lender on Grantor’s behalf may
(but shall not be obligated to) take any action that Lender deems appropriate,
including but not limited to discharging or paying all taxes, liens, security
interests, encumbrances and other claims, at any time levied or placed on
the
Collateral and paying all costs for insuring, maintaining and preserving
the
Collateral. All such expenditures incurred or paid by Lender for such purposes
will then bear interest at the rate charged under the Notes from the date
incurred or paid by Lender to the date of repayment by Grantor. All such
expenses will become a part of the Indebtedness and, at Lender’s option, will
(A) be payable on demand; (B) be added to the balance of the Notes and be
apportioned among and be payable with any installment payments to become
due
during either (1) the term of any applicable insurance policy; or (2) the
remaining term of the Notes; or (C) be treated as a balloon payment which
will
be due and payable at the Note’s maturity. The Agreement also will secure
payment of these amounts. Such right shall be in addition to all other rights
and remedies to which Lender may be entitled upon Default.
LIMITATIONS ON OBLIGATIONS OF LENDER. Lender
shall use ordinary reasonable care in the physical preservation and custody
of
the Collateral in Lender’s possession, but shall have no other obligation to
protect the Collateral or its value. In particular, but without limitation,
Lender shall have no responsibility for (A) any depreciation in value of
the
Collateral or for the collection or protection of any Income and Proceeds
from
the Collateral, (B) preservation of rights against parties to the Collateral
or
against third persons, (C) ascertaining any maturities, calls, conversions,
exchanges, offers, tenders, or similar matters relating to any of the
Collateral, or (D) informing Grantor about any of the above, whether or not
Lender has or is deemed to have knowledge of such matters. Except as provided
above, Lender shall have no liability for depreciation or deterioration of
the
Collateral.
Cure Provisions. If an Event of Default, other
than a default in payment or failure to satisfy Lender’s requirement in
the Insufficient Market Value of Securities section is curable and if Grantor
has not been given a notice of a breach of the same provision of this Agreement
within the preceding twelve (12) months, it may be cured if Grantor, after
receiving written notice from Lender demanding cure of such default: (1)
cures
the default within 30 days; or (2) if the cure requires more than 30 days,
immediately initiates steps which Lender deems in Lender’s sole discretion to be
sufficient to cure the default and thereafter continues and completes all
reasonable and necessary steps sufficient to produce compliance as soon as
reasonably practical.
RIGHTS AND REMEDIES ON DEFAULT. If an Event
of
Default occurs under this Agreement, at any time thereafter so long as the
Event
of Default continues uncured, Lender may exercise any one or more of the
following rights and remedies:
Accelerate Indebtedness. Declare all
Indebtedness, including any prepayment penalty which Grantor would be required
to pay, immediately due and payable, without notice of any kind to
Grantor.
Collect the Collateral. Collect any of the
Collateral and, at Lender’s option and to the extent permitted by applicable
law, retain possession of the Collateral while suing on the Indebtedness.
Sell the Collateral. Sell the Collateral,
at
Lender’s discretion, as a unit or in parcels, at one or more public or private
sales. Unless the Collateral is perishable or threatens to decline speedily
in
value or is of a type customarily sold on a recognized market, Lender shall
give
or mail to Grantor, and other persons as required by law, notice at least
thirty
(30) days in advance of the time and place of any public sale, or of the
time
after which any private sale may be made. However, no notice need be provided
to
any person who, after an Event of Default occurs, enters into and authenticates
an agreement waiving that person’s right to notification of sale. Grantor agrees
that any requirement of reasonable notice as to Grantor is satisfied if Lender
mails notice by ordinary mail addressed to Grantor at the last address Grantor
has given Lender in writing. If a public sale is held, there shall be sufficient
compliance with all requirements of notice to the public by a single publication
in any newspaper of general circulation in the county where the Collateral
is
located, setting forth the time and place of sale and a brief description
of the
property to be sold. Lender may be a purchaser at any public sale.
Sell Securities. Sell any securities included
in
the Collateral in a manner consistent with applicable federal and state
securities and insurance laws. If, because of restrictions under such laws,
Lender is unable, or believes Lender is unable, to sell the securities in
an
open market transaction, Grantor agrees that Lender will have no obligation
to
delay sale until the securities can be registered. Then Lender may make a
private sale to one or more persons or to a restricted group of persons in
compliance with such laws, even though such sale may result in a price that
is
less favorable than might be obtained in an open market transaction. Such
a sale
will be considered commercially reasonable. If any securities held as Collateral
are “restricted securities” as defined in the Rules of the Securities and
Exchange Commission (such as Regulation D or Rule 144) or the rules of state
securities departments under state “Blue Sky” laws, or if Grantor or any other
owner of the Collateral is an affiliate of the issuer of the securities,
Grantor
agrees that neither Grantor, nor any member of Grantor’s family, nor any other
person signing this Agreement will sell or dispose of any securities of such
issuer without obtaining Lender’s prior written consent.
Foreclosure. Maintain a judicial suit for
foreclosure and sale of the Collateral.
Specific Performance. Lender may, in addition
to
or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an
appropriate action against Grantor seeking specific performance of any covenant
contained in this Agreement or in aid of the execution or enforcement of
any
power in this Agreement granted.
Transfer Title. Effect transfer of title upon
sale of all or part of the Collateral. For this purpose, Grantor irrevocably
appoints Lender as Grantor’s attorney-in-fact to execute endorsements,
assignments and instruments in the name of Grantor and each of them (if more
than one) as shall be necessary or reasonable.
Other Rights and Remedies. Have and exercise
any
or all of the rights and remedies of a secured creditor under the provisions
of
the Uniform Commercial Code, at law, in equity, or otherwise.
Application of Proceeds. Apply any cash which
is
part of the Collateral, or which is received from the collection or sale
of the
Collateral, to reimbursement of any expenses, including any costs for
registration of securities, commissions incurred in connection with a sale,
attorneys’ fees and court costs, whether or not there is a lawsuit and including
any fees on appeal, incurred by Lender in connection with the collection
and
sale of such Collateral and to the payment of the Indebtedness of Grantor
to
Lender, with any excess funds to be paid to Grantor as the interests of Grantor
may appear. Grantor agrees, to the extent permitted by law, to pay any
deficiency after application of the proceeds of the Collateral to the
Indebtedness.
Election of Remedies. Except as may be
prohibited by applicable law, all of Lender’s rights and remedies, whether
evidenced by this Agreement, the Related Documents, or by any other writing,
shall be cumulative and may be exercised singularly or concurrently. Election
by
Lender to pursue any remedy shall not exclude pursuit of any other remedy,
and
an election to make expenditures or to take action to perform an obligation
of
Grantor under this Agreement, after Grantor’s failure to perform, shall not
affect Lender’s right to declare a default and exercise its remedies.
EXCLUSION FROM INDEBTEDNESS. Excluded from
indebtedness shall be any indebtedness governed by the Federal Truth in Lending
Act.
MISCELLANEOUS PROVISIONS. The following
miscellaneous provisions are a part of this Agreement:
Amendments. This Agreement, together with
any
Related Documents, constitutes the entire understanding and agreement of
the
parties as to the matters set forth in this Agreement. No alteration of or
amendment to this Agreement shall be effective unless given in writing and
signed by the party or parties sought to be charged or bound by the alteration
or amendment.
Attorneys’ Fees; Expenses. Grantor agrees to pay
upon demand all of Lender’s costs and expenses, including Lender’s attorneys’
fees and Lender’s legal expenses, incurred in connection with the enforcement of
this Agreement. Lender may hire or pay someone else to help enforce this
Agreement, and Grantor shall pay the costs and expenses of such enforcement.
Costs and expenses include Lender’s attorneys’ fees and legal expenses whether
or not there is a lawsuit, including attorneys’ fees and legal expenses for
bankruptcy proceedings )including efforts to modify or vacate any automatic
stay
or injunction), appeals, and any anticipated post-judgment collection services.
Grantor also shall pay all court costs and such additional fees as may be
directed by the court.
Caption Headings. Caption headings in this
Agreement are for convenience purposes only and are not to be used to interpret
or define the provisions of this Agreement.
No Waiver by Lender. Lender shall not be deemed
to have waived any rights under this Agreement unless such waiver is given
in
writing and signed by Lender. No delay or omission on the part of Lender
in
exercising any right shall operate as a waiver of such right or any other
right.
A waiver by Lender of a provision of this Agreement shall not prejudice or
constitute a waiver of Lender’s right otherwise to demand strict compliance with
that provision or any other provision of this Agreement. No prior waiver
by
Lender, nor any course of dealing between Lender and Grantor, shall constitute
a
waiver of any of Lender’s rights or of any of Grantor’s obligations as to any
future transactions. Whenever the consent of Lender is required under this
Agreement, the granting of such consent by Lender in any instance shall not
constitute continuing consent to subsequent instances where such consent
is
required and in all cases such consent may be granted or withheld in the
sole
discretion of Lender.
Non-Liability of Lender. The relationship
between Grantor and Lender created by this Agreement is strictly a debtor
and
creditor relationship and not fiduciary in nature, nor is the relationship
to be
construed as creating any partnership or joint venture between Lender and
Grantor. Grantor is exercising Grantor’s own judgement with respect to Grantor’s
business. All information supplied to Lender is for Lender’s protection only and
no other party is entitled to rely on such information. There is no duty
for
Lender to review, inspect, supervise or inform Grantor of any matter with
respect to Grantor’s business. Lender and Grantor intend that Lender may
reasonably rely on all information supplied by Grantor to Lender, together
with
all representations and warranties given by Grantor to Lender, without
investigation or confirmation by Lender and that any investigation or failure
to
investigate will not diminish Lender’s right to so rely.
Notices. Any notice required to be given under
this Agreement shall be given in writing, and shall be effective when actually
delivered, when actually received by telefacsimile (unless otherwise required
by
law), when deposited with a nationally recognized overnight courier, or,
if
mailed, when deposited in the United States mail, as first class, certified
or
registered mail postage prepaid, directed to the addresses shown near the
beginning of this Agreement. Any party may change its address for notices
under
this Agreement by giving formal written notice to the other parties, specifying
that the purpose of the notice is to change the party’s address. For notice
purposes, Grantor agrees to keep Lender informed at all times of Grantor’s
current address. Unless otherwise provided or required by law, if there is
more
than one Grantor, any notice given by Lender to any Grantor is deemed to
be
notice given to all Grantors.
Severability. If a court of competent
jurisdiction finds any provision of this Agreement to be illegal, invalid,
or
unenforceable as to any circumstance, that finding shall not make the offending
provision illegal, invalid, or unenforceable as to any other circumstance.
If
feasible, the offending provision shall be considered modified so that it
becomes legal, valid and enforceable. If the offending provision cannot be
so
modified, it shall be considered deleted from this Agreement. Unless otherwise
required by law, the illegality, invalidity, or unenforceability of any
provision of this Agreement shall not affect the legality, validity or
enforceability of any other provision of this Agreement.
Sole Discretion of Lender. Whenever Lender’s
consent or approval is required under this Agreement. the decision as to
whether
or not to consent or approve shall be in the sole and exclusive discretion
of
Lender and Lender’s decision shall be final and conclusive.
Successors and Assigns. Subject to any
limitations stated in this Agreement on transfer of Grantor’s interest, this
Agreement shall be binding upon and inure to the benefit of the parties,
their
successors and assigns. If ownership of the Collateral becomes vested in
a
person other than Grantor, Lender, without notice to Grantor, may deal with
Grantor’s successors with reference to this Agreement and the Indebtedness by
way of forbearance or extension without releasing Grantor from the obligations
of this Agreement or liability under the Indebtedness.
Time Is of the Essence. Time is of the essence
in the performance of this Agreement.
Waive Jury. All parties to this Agreement
hereby
waive the right to any jury trial in any action. proceeding. or counterclaim
brought by any party against any other party.
DEFINITIONS. The following capitalized words
and
terms shall have the following meanings when used in this Agreement. Unless
specifically stated to the contrary, all references to dollar amounts shall
mean
amounts in lawful money of the United States of America. Words and terms
used in
the singular shall include the plural, and the plural shall include the
singular, as the context may require. Words and terms not otherwise defined
in
this Agreement shall have the meanings attributed to such terms in the Uniform
Commercial Code:
Agreement. The word “Agreement” means this
Commercial Pledge Agreement, as this Commercial Pledge Agreement may be amended
or modified from time to time, together with all exhibits and schedules attached
to this Commercial Pledge Agreement from time to time.
Collateral. The word “Collateral” means all of
Grantor’s right, title and interest in and to all the Collateral as described in
the Collateral Description section of this Agreement.
Default. The word “Default” means the Default
set forth in this Agreement in the section titled “Default”.
Event of Default. The words “Event of Default”
have the meaning set forth in the Loan Agreement..
Grantor. The word “Grantor” means UTG,
Inc.
Guarantor. The word “Guarantor” means any
guarantor, surety, or accommodation party of any or all of the Indebtedness,
and, in each case, Grantor’s successors, assigns, heirs, personal
representatives, executors and administrators of any guarantor, surety, or
accommodation party.
Guaranty. The word “Guaranty” means the guaranty
from Guarantor, or any other guarantor, endorser, surety, or accommodation
party
to Lender, including without limitation a guaranty of all or part of the
Note.
Income and Proceeds. The words “Income and
Proceeds” mean all present and future income, proceeds, earnings, increases, and
substitutions from or for the Collateral of every kind and nature, including
without limitation all payments, interest, profits, distributions, benefits,
rights, options, warrants, dividends, stock dividends, stock splits, stock
rights, regulatory dividends, subscriptions, monies, claims for money due
and to
become due, proceeds of any insurance on the Collateral, shares of stock
of
different par value or no par value issued in substitution or exchange for
shares included in the Collateral, and all other property Grantor is entitled
to
receive on account of such Collateral, including accounts, documents,
instruments, chattel paper, and general intangibles.
Indebtedness. The word “Indebtedness” means the
indebtedness evidenced by the Notes or Related Documents, including all
principal and interest together with all other indebtedness and costs and
expenses for which Grantor is responsible under this Agreement or under any
of
the Related Documents.
Lender. The word “Lender” means First Tennessee
Bank National Association, its successors and assigns.
Notes. The word “Notes” means the Notes executed
by UTG, Inc. in the principal amount of A) $18,000,000.00 dated December
8,
2006, and B) $5,000,000.00 dated December 8, 2006, together with all renewals
of, extensions of, modifications of, refinancings of, consolidations of,
and
substitutions for the note or credit agreement.
Obligor. The word “Obligor” means individually,
collectively and interchangeably without limitation any and all persons
obligated to pay money or to perform some other act under the Collateral.
Related Documents. The words “Related Documents”
mean all promissory notes, credit agreements,
loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security
deeds, collateral mortgages, and all other instruments, agreements and
documents, whether now or hereafter existing, executed in connection with
the
Indebtedness.
Stock. The word “Stock” means individually,
collectively and interchangeably Grantor’s stock, and other securities to pledge
under this Agreement, together with any and all additions thereto, substitutions
therefor or replacements thereof.
GRANTOR HAS READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS COMMERCIAL PLEDGE AGREEMENT AND AGREES TO ITS TERMS.
GRANTOR:
UTG, INC.
By:_/s/ Xxxxxxxx X.
Miller___________________________
Title:_Sr. Vice
President_____________________________
