STOCK PLEDGE AGREEMENT
This
STOCK PLEDGE AGREEMENT (this “Agreement”), dated June 16, 2006, effective as of
March 31, 2006, is entered into between United Heritage Corporation, a Utah
corporation (“Pledgor”) and Sterling Bank (“Secured Party”), with reference to
the following:
WHEREAS,
Pledgor beneficially owns all the shares of common stock, as more fully
described on Schedule
“A”
attached
hereto, of the corporations (herein called the “Issuers,” whether one or more)
identified under the column entitled “Issuer” Schedule
“A”
(the
“Pledged Shares”);
WHEREAS,
Pledgor, Lothian Oil Inc., Lothian Oil (USA) Inc., Lothian Oil Texas I, Inc.
and
UHC New Mexico Corporation, as “Borrowers,” and Secured Party, as “Lender,”
entered into that certain Amended and Restated Credit Agreement dated of even
date herewith (“Credit Agreement”).
WHEREAS,
to induce Secured Party to grant the extensions of credit and other financial
accommodations provided to Borrowers pursuant to the Credit Agreement, Pledgor
desires to pledge, grant, transfer, and assign to Secured Party a security
interest in the Collateral (as hereinafter defined) as security for the
Obligations (as hereinafter defined); and
WHEREAS,
Pledgor will benefit directly and indirectly from extensions of credit as a
Borrower under the Credit Agreement.
NOW,
THEREFORE, in consideration of the mutual promises, covenants, representations,
and warranties set forth herein and for other good and valuable consideration,
the parties hereto agree as follows:
1. Definitions
and Construction.
(a) Definitions.
As used
in this Agreement:
“Agreement”
shall
mean this Stock Pledge Agreement.
“Bankruptcy
Code”
shall
mean The Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 10l-1330), as
amended or supplemented from time to time, and any successor statute, and all
of
the rules issued or promulgated in connection therewith.
“Borrowers”
shall
have the meaning ascribed thereto in the second recital of this
Agreement.
“Business
Day”
shall
have the meaning ascribed thereto in the Credit Agreement.
“Collateral”
shall
mean the Pledged Shares, the Future Rights, and the Proceeds,
collectively.
“Credit
Agreement”
shall
have the meaning ascribed thereto in the second recital of this
Agreement.
“Event
of Default”
shall
have the meaning ascribed thereto in the Credit Agreement.
“Future
Rights”
shall
mean Pledgor’s interest in: (a) all shares of, all securities convertible
or exchangeable into, and all warrants, options or other rights to purchase
shares of stock of any Issuer (other than the Pledged Shares), and (b) the
certificates or instruments representing such additional shares, convertible
or
exchangeable securities, warrants, and other rights and all dividends, cash,
options, warrants, rights, instruments, and other property or proceeds from
time
to time received, receivable, or otherwise distributed in respect of or in
exchange for any or all of such shares.
“Holder”
and
“Holders”
shall
have the meanings ascribed thereto in Section 3 of this
Agreement.
“Loan
Documents”
shall
have the meaning ascribed thereto in the Credit Agreement.
“Obligations”
shall
mean the “Obligations” as that term is defined in the Credit
Agreement.
“Person”
shall
have the meaning ascribed thereto in the Credit Agreement.
“Pledgor”
shall
have the meaning ascribed thereto in the preamble to this
Agreement.
“Pledged
Shares”
shall
have the meaning ascribed thereto in the first recital of this
Agreement.
“Proceeds”
shall
mean all proceeds (including proceeds of proceeds) of the Pledged Shares and
Future Rights including all: (a) rights, benefits, distributions, premiums,
profits, dividends, interest, cash, instruments, documents of title, accounts,
contract rights, inventory, equipment, general intangibles, deposit accounts,
chattel paper, and other property from time to time received, receivable, or
otherwise distributed in respect of or in exchange for, or as a replacement
of
or a substitution for, any of the Pledged Shares, Future Rights, or proceeds
thereof (including any cash, stock, or other securities or instruments) issued
after any recapitalization, readjustment, reclassification, merger or
consolidation with respect to any Issuer; (b) proceeds of any insurance,
indemnity, warranty, or guaranty (including guaranties of delivery) payable
from
time to time with respect to any of the Pledged Shares, Future Rights, or
proceeds thereof; (c) payments (in any form whatsoever) made or due and payable
to Pledgor from time to time in connection with any requisition, confiscation,
condemnation, seizure or forfeiture of all or any part of the Pledged Shares,
Future Rights, or proceeds thereof; and (d) other amounts from time to time
paid
or payable under or in connection with any of the Pledged Shares, Future Rights,
or proceeds thereof.
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“Secured
Party”
shall
have the meaning ascribed thereto in the preamble to this
Agreement.
“Securities
Act”
shall
have the meaning ascribed thereto in Section 9(b) of this
Agreement.
“Security
Interest”
shall
mean any lien, mortgage, pledge, assignment (including any assignment of rights
to receive payments of money), security interest, charge, or encumbrance of
any
kind (including any conditional sale or other title retention agreement, any
lease in the nature thereof, or any agreement to give any security interest).
“UCC”
means
the Uniform Commercial Code from time to time in effect in the State of
Texas.
All
initially capitalized terms used herein and not otherwise defined shall have
the
meaning ascribed thereto in the Credit Agreement.
(b) Construction.
(i) Unless
the context of this Agreement clearly requires otherwise, references to the
plural includes the singular and to the singular include the plural, the part
include the whole, the term “including” is not limiting, and the term “or” has,
except where otherwise indicated, the inclusive meaning represented by the
phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and other
similar terms in this Agreement refer to this Agreement as a whole and not
exclusively to any particular provision of this Agreement. Article, section,
subsection, exhibit, and schedule references are to this Agreement unless
otherwise specified. All of the exhibits or schedules attached to this Agreement
shall be deemed incorporated herein by reference. Any reference to any of the
following documents includes any and all alterations, amendments, extensions,
modifications, renewals, or supplements thereto or thereof, as applicable:
this
Agreement, the Credit Agreement, and any of the other Loan
Documents.
(ii) Neither
this Agreement nor any uncertainty or ambiguity herein shall be construed or
resolved against Secured Party or Pledgor, whether under any rule of
construction or otherwise. On the contrary, this Agreement has been reviewed
by
both of the parties and their respective counsel and shall be construed and
interpreted according to the ordinary meaning of the words used so as to fairly
accomplish the purposes and intentions of the parties hereto.
(iii) In
the
event of any direct conflict between the express terms and provisions of this
Agreement and of the Credit Agreement, the terms and provisions of the Credit
Agreement shall control.
2. Pledge.
As
security for the prompt payment and performance of the Obligations in full
when
due, whether at stated maturity, by acceleration or otherwise (including amounts
that would become due but for the operation of the automatic stay under
§ 362(a) of the Bankruptcy Code), Pledgor hereby pledges, grants,
transfers, and assigns to Secured Party a Security Interest in all of Pledgor’s
right, title, and interest in and to the Collateral.
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3. Delivery
and Registration of Collateral.
(a) All
certificates or instruments representing or evidencing the Collateral shall
be
promptly delivered by Pledgor to Secured Party or Secured Party’s designee
pursuant hereto at a location designated by Secured Party and shall be held
by
or on behalf of Secured Party pursuant hereto, and shall be in suitable form
for
transfer by delivery, or shall be accompanied by duly executed instruments
of
transfer or assignment in blank, all in form and substance satisfactory to
Secured Party.
(b) After
the
occurrence and during the continuance of an Event of Default, Secured Party
shall have the right, at any time in its discretion and without notice to
Pledgor, to transfer to or to register on the books of Issuer (or of any other
Person maintaining records with respect to the Collateral) in the name of
Secured Party or any of its nominees any or all of the Collateral. In addition,
Secured Party shall have the right at any time to exchange certificates or
instruments representing or evidencing Collateral for certificates or
instruments of smaller or larger denominations.
(c) If,
at
any time and from time to time, any Collateral (including any certificate or
instrument representing or evidencing any Collateral) is in the possession
of a
Person other than Secured Party, Secured Party’s designee pursuant hereto or
Pledgor (a “Holder”), then Pledgor shall immediately, at Secured Party’s option,
either cause such Collateral to be delivered into Secured Party’s possession, or
execute and deliver to such Holder a written notification/ instruction, and
take
all other steps necessary to perfect the Security Interest of Secured Party
in
such Collateral, including obtaining from such Holder a written acknowledgment
that such Holder holds such Collateral for Secured Party, all pursuant to the
applicable laws governing the perfection of Secured Party’s Security Interest in
the Collateral in the possession of such Holder. Each such
notification/instruction and acknowledgment shall be in form and substance
satisfactory to Secured Party.
(d) Subject
to the provisions in Section 4 hereof, any and all Collateral (including
dividends, interest, and other cash distributions) at any time received or
held
by Pledgor shall be so received or held in trust for Secured Party, shall be
segregated from other funds and property of Pledgor and shall be forthwith
delivered to Secured Party in the same form as so received or held, with any
necessary endorsements.
(e) If
at any
time and from time to time any Collateral consists of an uncertificated security
or a security in book entry form, then Pledgor shall immediately cause such
Collateral to be registered or entered, as the case may be, in the name of
Secured Party, or otherwise cause Secured Party’s Security Interest thereon to
be perfected in accordance with applicable law.
4. Voting
Rights and Dividends.
(a) So
long
as no Event of Default shall have occurred and be continuing, Pledgor shall
be
entitled to exercise any and all voting and other consensual rights pertaining
to the Collateral or any part thereof for any purpose not inconsistent with
the
terms of the Credit Agreement and shall be entitled to receive and retain any
cash dividends or distributions paid in respect of the Collateral as may be
permitted under the Credit Agreement.
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(b) Upon
the
occurrence and during the continuance of an Event of Default, all rights of
Pledgor to exercise the voting and other consensual rights or receive and retain
cash dividends or distributions which it would otherwise be entitled to exercise
or receive and retain, as applicable pursuant to Section 4(a) shall cease,
and
all such rights shall thereupon become vested in Secured Party, who shall
thereupon have the sole right to exercise such voting or other consensual rights
and to receive and retain such cash dividends and distributions. Pledgor shall
execute and deliver (or cause to be executed and delivered) to Secured Party
all
such proxies and other instruments as Secured Party may request for the purpose
of enabling Secured Party to exercise the voting and other rights which it
is
entitled to exercise pursuant to this subsection (b).
5. Representations
and Warranties.
In
addition to the representations of Pledgor in the Credit Agreement, Pledgor
represents, warrants, and covenants as follows:
(a) Pledgor
has taken all steps it deems necessary or appropriate to be informed on a
continuing basis of changes or potential changes affecting the Collateral
(including rights of conversion and exchange, rights to subscribe, payment
of
dividends, reorganizations or recapitalization, tender offers and voting
rights), and Pledgor agrees that Secured Party shall have no responsibility
or
liability for informing Pledgor of any such changes or potential changes or
for
taking any action or omitting to take any action with respect
thereto;
(b) All
information herein or hereafter supplied to Secured Party by or on behalf of
Pledgor in writing with respect to the Collateral is, or in the case of
information hereafter supplied will be, accurate and complete in all material
respects;
(c) Except
as
pledged, granted, transferred and assigned hereunder, Pledgor is and will be
the
sole legal and beneficial owner of the Collateral (including the Pledged Shares
and all other Collateral acquired by Pledgor after the date hereof) free and
clear of any adverse claim, Security Interest, or other right, title, or
interest of any party;
(d) This
Agreement, and the delivery to Secured Party of the Pledged Shares representing
Collateral (or the delivery to all Holders of the Pledged Shares representing
Collateral of the notification/instruction referred to in Section 3 of this
Agreement), creates a valid, perfected, and first priority Security Interest
in
one hundred percent (100%) of the Pledged Shares in favor of Secured Party
securing payment of the Obligations, and all actions necessary to achieve such
perfection have been duly taken;
(e) Schedule
A
to this
Agreement is true and correct and complete in all material respects; without
limiting the generality of the foregoing: (i) All the Pledged Shares are in
certificated form, and, except to the extent registered in the name of Secured
Party or its nominee pursuant to the provisions of this Agreement, are
registered in the name of Pledgor; and (ii) the Pledged Shares constitute at
least the percentage of all the fully diluted issued and outstanding shares
of
stock of each Issuer as set forth in the first recital of this
Agreement;
(f) There
are
no presently existing Future Rights or Proceeds owned by Pledgor;
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(g) The
Pledged Shares have been duly authorized and validly issued and are fully paid
and nonassessable; and
(h) Neither
the pledge of the Collateral pursuant to this Agreement nor the extensions
of
credit represented by the Obligations violates Regulation T, U or X of the
Board
of Governors of the Federal Reserve System.
6. Further
Assurances.
(a) Pledgor
agrees that from time to time, at the expense of Pledgor, Pledgor will promptly
execute and deliver all further instruments and documents, and take all further
action that may be necessary or desirable, or that Secured Party may request,
in
order to perfect and protect any Security Interest granted or purported to
be
granted hereby or to enable Secured Party to exercise and enforce its rights
and
remedies hereunder with respect to any Collateral. Without limiting the
generality of the foregoing, Pledgor will: (i) at the request of Secured Party,
xxxx conspicuously each of its records pertaining to the Collateral with a
legend, in form and substance satisfactory to Secured Party, indicating that
such Collateral is subject to the Security Interest granted hereby; (ii) execute
and file such financing or continuation statements, or amendments thereto,
and
such other instruments or notices, as may be necessary or desirable, or as
Secured Party may request, in order to perfect and preserve the Security
Interests granted or purported to be granted hereby; (iii) as more fully set
forth in the Credit Agreement, allow inspection of the Collateral by Secured
Party or Persons designated by Secured Party; and (iv) appear in and defend
any
action or proceeding that may affect Pledgor’s title to or Secured Party’s
Security Interest in the Collateral.
(b) Pledgor
hereby authorizes Secured Party to file one or more financing or continuation
statements, and amendments thereto, relative to all or any part of the
Collateral without the signature of Pledgor where permitted by law and in any
form or medium provided by law. A carbon, photographic, or other reproduction
of
this Agreement, and amendment thereto or any financing statement (whether
original or amendment) covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law.
(c) Pledgor
will furnish to Secured Party, upon the request of Secured Party: (1) a
certificate executed by an authorized officer of Pledgor, and dated as of the
date of delivery to Secured Party, itemizing in such detail as Secured Party
may
request, the Collateral which, as of the date of such certificate, has been
delivered to Secured Party by Pledgor pursuant to the provisions of this
Agreement; and (ii) such statements and schedules further identifying and
describing the Collateral and such other reports in connection with the
Collateral as Secured Party may request.
7. Covenants
of Pledgor.
Pledgor
shall:
(a) Perform
each and every covenant hereunder and in the Credit Agreement;
(b) At
all
times keep at least one complete set of its records concerning substantially
all
of the Collateral at its chief executive office at 000 X. Xxxxxxxxxx, Xxxxx
000,
Xxxxxxx, Xxxxx 00000, and not change the location of its chief executive office
or such records without giving Secured Party at least thirty (30) days prior
written notice thereof;
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(c) To
the
extent it may lawfully do so, use its best efforts to prevent any Issuer from
issuing Future Rights or Proceeds; and
(d) Upon
receipt by Pledgor of any material notice, report, or other communication from
any Issuer or any Holder relating to all or any part of the Collateral, deliver
such notice, report or other communication to Secured Party as soon as possible,
but in no event later than five (5) Business Days following the receipt thereof
by Pledgor.
8. Secured
Party as Pledgor’s Attorney-in-Fact.
(a) Pledgor
hereby irrevocably appoints Secured Party as Pledgor’s attorney-in-fact, with
full authority in the place and stead of Pledgor and in the name of Pledgor,
Secured Party or otherwise, from time to time at Secured Party’s discretion, to
take any action and to execute any instrument that Secured Party may deem
necessary or advisable to accomplish the purposes of this Agreement, including:
(i) after the occurrence and during the continuance of an Event of Default,
to
receive, endorse, and collect all instruments made payable to Pledgor
representing any dividend, interest payment or other distribution in respect
of
the Collateral or any part thereof to the extent permitted hereunder and to
give
full discharge for the same and to execute and file governmental notifications
and reporting forms; (ii) to issue any notifications/instructions Secured Party
deems necessary pursuant to Section 3 of this Agreement; or (iii) after the
occurrence and during the continuance of an Event of Default and subject to
Section 3(b) hereinabove, to arrange for the transfer of the Collateral on
the
books of Pledgor or any other Person to the name of Secured Party or to the
name
of Secured Party’s nominee.
(b) In
addition to the designation of Secured Party as Pledgor’s attorney-in-fact in
subsection (a), Pledgor hereby irrevocably appoints Secured Party as Pledgor’s
agent and attorney-in-fact to make, execute and deliver any and all documents
and writings which may be necessary or appropriate for approval of, or be
required by, any regulatory authority located in any city, county, state or
country where Pledgor or Borrower engages in business, in order to transfer
or
to more effectively transfer any of the Pledged Shares or otherwise enforce
Secured Party’s rights hereunder.
9. Remedies
upon Default.
Upon
the occurrence and during the continuance of an Event of Default:
(a) The
Secured Party may exercise, in addition to all other rights and remedies granted
in this Agreement and in any other instrument or agreement securing, evidencing
or relating to the Obligations, all rights and remedies of a secured party
under
the UCC. Without limiting the generality of the foregoing and to the extent
permitted by applicable law, the Secured Party, without demand of performance
or
other demand, presentment, protest, advertisement or notice of any kind (except
any notice required by law referred to below) to or upon the Pledgor, any
Borrower or any other Person (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such circumstances
forthwith collect, receive, appropriate and realize upon the Collateral, or
any
part thereof, and/or may forthwith sell, assign, give option or options to
purchase or otherwise dispose of and deliver the Collateral or any part thereof
(or contract to do any of the foregoing), in one or more parcels at public
or
private sale or sales, in the over-the-counter market, at any exchange, broker’s
board or elsewhere upon such terms and conditions as it may deem advisable
and
at such prices as it may deem best, for cash or on credit or for future delivery
without assumption of any credit risk. The Secured Party shall have the right
upon any such public sale or sales, and, to the extent permitted by law, upon
any such private sale or sales, to purchase the whole or any part of the
Collateral so sold, free of any right or equity of redemption in the Pledgor,
which right or equity is hereby waived or released. The Secured Party shall
apply any Proceeds from time to time held by it and the net proceeds of any
such
collection, recovery, receipt, appropriation, realization or sale, after
deducting all reasonable costs and expenses of every kind incurred therein
or
incidental to the care or safekeeping of any of the Collateral or in any way
relating to the Collateral or the rights of the Secured Party hereunder,
including, without limitation, reasonable attorneys’ fees and disbursements, to
the payment in whole or in part of the Obligations, in such order as the Secured
Party may elect, and only after such application and after the payment by the
Secured Party of any other amount required by any provision of law, including,
without limitation, Section 9.610 of the UCC, need the Secured Party account
for
the surplus, if any, to the Pledgor. To the extent permitted by applicable
law,
the Pledgor waives all claims, damages and demands it may acquire against the
Secured Party arising out of the exercise by the Secured Party of any of its
rights hereunder except to the extent any thereof arise solely from the willful
misconduct of the Secured Party. If any notice of a proposed sale or other
disposition of Collateral shall be required by law, such notice shall be deemed
reasonable and proper if given at least 10 days before such sale or other
disposition.
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(b) The
Pledgor recognizes that the Secured Party may be unable to effect a public
sale
of any or all the Interests, by reason of certain prohibitions contained in
the
Securities Act of 1933, as now in effect or as hereafter amended, or any similar
statute hereafter adopted with similar purpose or effect (the “Securities Act”)
and applicable state securities laws or otherwise, and may be compelled to
resort to one or more private sales thereof to a restricted group of purchasers
which will be obliged to agree, among other things, to acquire such securities
for their own account for investment and not with a view to the distribution
or
resale thereof. The Pledgor acknowledges and agrees that any such private sale
may result in prices and other terms less favorable to the Secured Party than
if
such sale were a public sale and agrees that such circumstances shall not,
in
and of themselves, result in a determination that such sale was not made in
a
commercially reasonable manner. The Secured Party shall be under no obligation
to delay a sale of any of the Interests for the period of time necessary to
permit any Issuer to register such securities for public sale under the
Securities Act, or under applicable state securities laws, even if any Issuer
would agree to do so.
(c) The
Pledgor further agrees to use its best efforts to do or cause to be done all
such other acts as may be necessary to make any sale or sales of all or any
portion of the Interests pursuant to this Section valid and binding and in
compliance with the formation and governance documents of each Issuer and any
other applicable law, treaty, rule, or regulation or other determination of
any
court, board, commission, agency or instrumentality of the federal or state
government or of any municipality or any agency or other political subdivision.
The Pledgor further agrees that a continuing breach of any of the covenants
contained in this Section will cause irreparable injury to the Secured Party,
that the Secured Party has no adequate remedy at law in respect of such breach
and, as a consequence, that each and every covenant contained in this Section
shall be specifically enforceable against the Pledgor, and the Pledgor hereby
waives and agrees not to assert any defenses against an action for specific
performance of such covenants except for a defense that no Event of Default
has
occurred.
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10. Secured
Party: Duties: Standard of Care.
The
powers conferred on Secured Party hereunder are solely to protect its interests
in the Collateral and shall not impose on it any duty to exercise such
powers.
11. Choice
of Law; Consent to Jurisdiction; Waiver of Jury Trial.
(a) THE
VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION, INTERPRETATION AND ENFORCEMENT,
AND THE RIGHTS OF THE PARTIES HERETO, SHALL BE DETERMINED UNDER, GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
TEXAS.
(b) THE
PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS
AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS
LOCATED IN THE COUNTY OF XXXXXX, STATE OF TEXAS OR, AT THE SOLE OPTION OF
SECURED PARTY, IN ANY OTHER COURT IN WHICH SECURED PARTY SHALL INITIATE LEGAL
OR
EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER
IN CONTROVERSY. PLEDGOR WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO
OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH
THIS
SECTION 11.
(c) WAIVER
OF RIGHTS TO JURY TRIAL.
THE
PLEDGOR AND SECURED PARTY HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY,
IRREVOCABLY, AND UNCONDITIONALLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY
ACTION, SUIT, PROCEEDING, COUNTERCLAIM, OR OTHER LITIGATION THAT RELATES TO
OR
ARISES OUT OF ANY OF THIS AGREEMENT OR THE ACTS OR OMISSIONS OF SECURED PARTY
IN
THE ENFORCEMENT OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT LOAN
DOCUMENT OR OTHERWISE WITH RESPECT THERETO. THE PROVISIONS OF THIS SECTION
ARE A
MATERIAL INDUCEMENT FOR SECURED PARTY ENTERING INTO THIS
AGREEMENT.
12. Amendments:
etc.
No
amendment or waiver of any provision of this Agreement nor consent to any
departure by Pledgor herefrom, shall in any event be effective unless the same
shall be in writing and signed by Secured Party, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given. No failure on the part of Secured Party to exercise, and no
delay in exercising any right under this Agreement, the Credit Agreement, or
otherwise with respect to any of the Obligations, shall operate as a waiver
thereof; nor shall any single or partial exercise of any right under this
Agreement, the Credit Agreement, or otherwise with respect to any of the
Obligations preclude any other or further exercise thereof or the exercise
of
any other right. The remedies herein provided in this Agreement or otherwise
with respect to any of the Obligations are cumulative and not exclusive of
any
remedies provided by law.
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13. Notices.
Unless
otherwise specifically provided herein, any notice or other communication herein
required or permitted to be given shall be given in accordance with the terms
of
Section 8.3 of the Credit Agreement.
14. Continuing
Security Interest.
This
Agreement shall create a continuing Security Interest in the Collateral and
shall: (i) remain in full force and effect until the indefeasible payment in
full of the Obligations, and the full and final termination of any commitment
to
extend any financial accommodations under the Credit Agreement; (ii) be
binding upon Pledgor, its successors and assigns; and (iii) inure to the
benefit of Secured Party and its successors, transferees, and assigns. Upon
the
indefeasible payment in full of the Obligations, and the full and final
termination of any commitment to extend any financial accommodations under
the
Credit Agreement, the Security Interests granted hereby shall automatically
terminate and all rights to the Collateral shall revert to Pledgor. Upon any
such termination, Secured Party will, at Pledgor’s expense, execute and deliver
to Pledgor such documents as Pledgor shall reasonably request to evidence such
termination and will return to Pledgor all certificates or instruments
representing or evidencing the Collateral, then in the Secured Party’s
possession. Such documents shall be prepared by Pledgor and shall be in form
and
substance satisfactory to Secured Party.
15. Security
Interest Absolute.
To the
maximum extent permitted by law, all rights of Secured Party and Security
Interests hereunder, and all obligations of the Pledgor hereunder, shall be
absolute and unconditional irrespective of:
(a) any
lack
of validity or enforceability of any of the Obligations or any other agreement
or instrument relating thereto, including the Credit Agreement or any of the
other Loan Documents; or
(b) any
change in the time, manner or place of payment of, or in any other term of,
all
or any of the Obligations, or any other amendment or waiver of or any consent
to
any departure from the Credit Agreement or any of the other Loan Documents,
or
any other agreement or instrument relating thereto; or
(c) any
exchange, release or non-perfection of any other collateral, or any release
or
amendment or waiver of or consent to departure from any guaranty for all or
any
of the Obligations.
To
the
maximum extent permitted by law, Pledgor hereby waives any right to require
Secured Party to pursue any other remedy in Secured Party’s power
whatsoever.
16. Headings.
Section
and subsection headings in this Agreement are included herein for convenience
of
reference only and shall not constitute a part of this Agreement or be given
any
substantive effect.
17. Severability.
In case
any provision in or obligation under this Agreement shall be invalid, illegal
or
unenforceable in any jurisdiction, the validity, legality and enforceability
of
the remaining provisions or obligations, or of such provision or obligation
in
any other jurisdiction, shall not in any way be affected or impaired
thereby.
-10-
18. Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original and all of which together shall constitute one and the same
Agreement.
19. Waiver
of Marshaling.
Pledgor
and Secured Party acknowledge and agree that in exercising any rights under
or
with respect to the Collateral: (i) Secured Party is under no obligation to
marshal any collateral pledged to it; (ii) may, in its absolute discretion,
realize upon such Collateral in any order and in any manner it so elects; and
(iii) may, in its absolute discretion, apply the proceeds of any or all of
such
Collateral to the obligations secured by the Collateral in any order and in
any
manner it so elects.
[Signature
Page Follows]
-11-
IN
WITNESS WHEREOF, Pledgor and Secured Party have caused this Agreement to be
duly
executed and delivered by their officers thereunto duly authorized as of the
date first above written.
| PLEDGOR: | ||
| UNITED HERITAGE CORPORATION | ||
| |
|
|
| By: | /s/ C. Xxxxx Xxxxxx, | |
|
C. Xxxxx Xxxxxx, |
||
| Chief Executive Officer and President | ||
| SECURED PARTY: | ||
| STERLING BANK | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxx, | |
|
Xxxxxx X. Xxxxxx, |
||
| Senior Vice President | ||
Signature
Page to Stock Pledge Agreement
SCHEDULE
A
TO
Pledged
Shares
|
Issuer
|
Number
of
Shares
|
Class
|
Certificate
Number(s)
|
Former
Name, if
any,
in which
Certificate
Issued
|
Pledgor’s
Percentage
Ownership
|
Jurisdiction
of
Incorporation
|
|
UHC
New Mexico Corporation
|
1000
|
Common
|
3
|
None
|
100%
|
New
Mexico
|
