EXHIBIT 10.10
NON-PLEDGE AGREEMENT
THIS NON-PLEDGE AGREEMENT is entered into as of this 22nd day of February,
2002 by SAFE AUTO GROUP INC. (the "Company") to and in favor of NATIONAL CITY
BANK (the "Bank").
WHEREAS, Bank has extended credit accommodations to Company pursuant to
certain note(s) and related documents (collectively, the "Loan Documents"); and
WHEREAS, in order to induce Bank to enter into the Loan Documents and for
other good and valuable consideration, the receipt and sufficiency of which is
expressly acknowledged by Company, Company has agreed to execute this Non-Pledge
Agreement,
NOW, THEREFORE, Company agrees as follows:
1. Company covenants and agrees that it will keep all of its existing
and future BUSINESS ASSETS (the "Property") free from any and all liens,
encumbrances, Security interests, pledges, levies or other judicial processes or
claims of any kind. The terms "inventory" and "account" shall have the meanings
ascribed to them in the Uniform Commercial Code in effect in Ohio from time to
time.
2. Company shall promptly notify the Bank in writing of any threatened
or filed claims or proceedings which might in any way affect or impair
Company's rights, title or interests in the Property. Company shall also
promptly notify the Bank in writing of all material loss or material damage, by
casualty or otherwise, to the Property.
3. Company acknowledges that Bank is relying on its agreements and
undertakings herein in entering into the Loan Documents and in extending to
Borrower the credit facilities contemplated thereby. Any breach by Company of
its agreements herein shall be deemed a default under the Loan Documents and
entitle Bank to exercise its remedies provided therein or otherwise available at
law.
4. This Non-Pledge Agreement shall remain in full force and effect
until all obligations evidenced by the Loan Documents have been paid in full and
the credit accommodations contemplated thereby have been terminated in writing
by Bank.
IN WITNESS WHEREOF, the Company has duly executed this Non-Pledge
Agreements as of the date first written above.
COMPANY NAME
SAFE AUTO GROUP, INC.
By:/s/ XXX XXXXX
-------------------------------------
Printed Name: XXX XXXXX
TITLE: CHAIRMAN AND CHIEF EXECUTIVE
OFFICER
