CERTIFICATE OF TERMINATION
EXHIBIT 2
This Certificate of Termination is made and entered into by and between BNL FINANCIAL CORPORATION, Austin, Texas (“BNL”), XXXXX X. XXXXX, Austin, Texas (“Xxxxx”), and UNIVERSAL GUARANTY LIFE INSURANCE COMPANY, Springfield, Illinois (“UGL”).
WHEREAS, BNL, Xxxxx and UGL are parties to a Stock Purchase Agreement (“Stock Purchase Agreement”) wherein UGL has agreed to sell 2,216,776 shares (the “Shares”) of the common stock of BNL to BNL;
| 1. | The Stock Purchase Agreement provides that Xxxxx and UGL will xxxx the Pre-existing Agreement, as defined in the Stock Purchase Agreement, “Terminated and Fully Discharged” at Closing of BNL’s purchase of the Shares (see paragraphs 5(b)(ii) and (c)(iii) of the Stock Purchase Agreement). The original of the Pre-existing Agreement cannot be located. UGL and Xxxxx are giving this Certificate of Termination in lieu of marking the Pre-existing Agreement “Terminated and Fully Discharged” as prescribed in the Stock Purchase Agreement. UGL and Xxxxx hereby agree that the execution of this Certificate of Termination the Pre-existing Agreement shall be deemed “Terminated and Fully Discharged” as set forth in the Stock Purchase Agreement. Provided, however, as a condition precedent to the effectiveness of this Certificate of Termination, BNL’s purchase of the Shares must be Closed in accordance with the Stock Purchase Agreement. If BNL’s purchase of the Shares does not Close, this Certificate of Termination shall be deemed void ab initio. |
| 2. | The parties agree that the date of the Stock Purchase Agreement is March 21, 2005. |
| 3. | This Certificate of Termination may be signed in two or more counterparts and all counterparts when taken together shall be deemed one Certificate of Termination. |
| Dated: April 15, 2005 | UNIVERSAL GUARANTY LIFE INSURANCE COMPANY By: /s/Xxxxxxxx X. Xxxxxx An officer Xxxxxxxx X. Xxxxxx Xx. Vice President | |
| Dated: Xxxxx 00, 0000 | XXX FINANCIAL CORPORATION By: /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx, Executive Vice President | |
| Dated: April 15, 2005 | /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx |
