BancFirst
COMMERCIAL PLEDGE AND SECURITY AGREEMENT
Principal
Loan Date 01-07-1999
Maturity
Loan No. 0000000000
Call
Collateral
Account 416889
Officer REH
Initials
References in the shaded area are for Lender's use only and do
not limit the applicability of this document to any particular
loan or item.
Borrower:
Xxxx X. Xxxxxx (SSN: ###-##-####)
Xxxxxx X. Xxxxxx (SSN:)
P. o. Xxx 000
Xxxxxxxx Xxxx, XX 00000
Lender:
BancFirst
OKC - Main & Brdwy
000 Xxxxx Xxxxxxxx
P. O. Xxx 00000
Xxxxxxxx xxxx, XX 00000-0000
Grantor:
SBL Corporation (SSN:)
00 Xxxxx Xxxxxxxxxxxx
Xxxxxxxx Xxxx, XX 00000
THIS COMMERCIAL PLEDGE AND SECURITY AGREEMENT is entered into among
Xxxx X. Xxxxxx and Xxxxxx X. Xxxxxx (referred to below as
"Borrower"); SBL Corporation (referred to below as "Grantor"); and
BancFirst (referred to below as "Lender").
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.
DEFINITIONS. The following words shall have the following meanings
when used in this Agreement:
Agreement. The word "Agreement" means this Commercial Pledge
and Security Agreement, as this Commercial Pledge and Security
Agreement may be amended or modified from time to time,
together with all exhibits and schedules attached to this
Commercial Pledge and Security Agreement from time to time.
Borrower. The word "Borrower" means each and every person or
entity signing the Note, including without limitation Xxxx X.
Xxxxxx and Xxxxxx X. Xxxxxx.
Collateral. The word "Collateral" means the following
specifically described property, which Grantor has delivered
or agrees to deliver (or cause to be delivered or appropriate
book-entries made) immediately to Lender, together with all
Income and Proceeds as described below:
20000.000 shares of LSB Industries, Inc., Certificate No.
OKS 10787, CUSIP 00000000
20000.000 shares of LSB Industries, Inc., Certificate No.
OKS 10788, CUSIP No. 502160 10 4
In addition, the word "Collateral" includes all property of
Grantor, in the possession of Lender (or in the possession of
a third party subject to the control of Lender), whether now
or hereafter existing and whether tangible or intangible in
character, including without limitation each of the following:
(a) All property to which Lender acquires title or
documents of title.
(b) All property assigned to Lender.
(c) All promissory notes, bills of exchange, stock
certificates, bonds, savings passbooks, time certificates
of deposit, Insurance policies, and all other instruments
and evidences of an obligation.
(d) All records relating to any of the property described
in this Collateral section, whether in the form of a
writing, microfilm, microfiche, or electronic media.
Event of Default. The words "Event of Default" mean and
include without limitation any of the Events of Default set
forth below in the section titled "Events of Default."
Grantor. The word "Grantor" means SBL Corporation. Any
Grantor who signs this Agreement, but does not sign the Note,
is signing this Agreement only to grant a security interest in
Grantor's interest in the Collateral to Lender and is not
personally liable under the Note except as otherwise provided
by contract or law (e.g., personal liability under a guaranty
or as a surety).
Indebtedness. The word "Indebtedness" means the Indebtedness
evidenced by the Note, including all principal and interest,
together with all other indebtedness and costs and expenses
for which Borrower or Grantor is responsible under this
Agreement or under any of the Related Documents as well as all
claims by Lender against Borrower.
Lender. The word "Lender" means BancFirst, its successors and
assigns.
Note. The word "Note" means the note or credit agreement
dated September 21, 1998 in the principal amount of
$600,000.00 from Borrower to Lender, 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 and includes without
limitation any and all persons or entities obligated to pay
money or to perform some other act under the Collateral.
Related Documents. The words "Related Documents" mean and
include without limitation all promissory notes, credit
agreements, loan agreements, environmental agreements,
guaranties, security agreements, mortgages, deeds of trust,
and all other instruments, agreements and documents, whether
now or hereafter existing, executed in connection with the
Indebtedness.
BORROWER'S WAIVERS AND RESPONSIBILITIES. Except as otherwise
required under this Agreement or by applicable law, (a) Borrower
agrees that Lender need not tell Borrower about any action or
inaction Lender takes in connection with this Agreement; (b)
Borrower assumed the responsibility for being and keeping informed
about the Collateral; and (c) Borrower waives any defenses that may
arise because of any action or inaction of Lender, including
without limitation any failure of Lender to realize upon the
Collateral or any delay by Lender in realizing upon the Collateral;
and Borrower agrees to remain liable under the Note no matter what
action Lender takes or fails to take under this Agreement.
GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that:
(a) this Agreement is executed at Borrower's request and not at the
request of Lender; (b) Grantor has the full right, power and
authority to enter into this Agreement and to pledge the Collateral
to Lender; (c) Grantor has established adequate means of obtaining
from Borrower on a continuing basis information about Borrower's
financial condition; and (d) Lender has made no representation to
Grantor about Borrower or Borrower's creditworthiness.
GRANTOR'S WAIVERS. Grantor waives all requirements of presentment,
protest, demand, and notice of dishonor or non payment to Grantor,
Borrower, or any other party to the Indebtedness or the Collateral.
Lender may do any of the following with respect to any obligation
of any Borrower, without first obtaining the consent of Grantor:
(a) grant any extension of time for any payment, (b) grant any
renewal, (c) permit any modification of payment terms or other
terms, or (d) exchange or release any Collateral or other security.
No such act or failure to act shall affect Lender's rights against
Grantor or the Collateral.
If now or hereafter (a) Borrower shall be or become insolvent, and
(b) the Indebtedness shall not at all times until paid by fully
secured by collateral pledged by Borrower, Grantor hereby forever
waives and relinquishes in favor of Lender and Borrower, and their
respective successors, any claim or right to payment Grantor may
now have or hereafter have or acquire against Borrower, by
subrogation or otherwise, so that at no time shall Grantor be
RIGHT OF SETOFF. Grantor hereby grants Lender a contractual
possessory security interest in and hereby assigns, conveys,
delivers, pledges, and transfers all of Grantor's right, title and
interest in and to Grantor's accounts with lender (whether
checking, savings, or some other account), including all accounts
held jointly with someone else and all accounts Grantor may open in
the future, excluding, however, all XXX and Xxxxx accounts, and all
trust accounts for which the grant of a security interest would be
prohibited by law. Grantor authorizes Lender, to the extent
permitted by applicable law, to charge or setoff all Indebtedness
against any and all such accounts.
GRANTOR'S 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.
Binding Effect. This Agreement is binding upon Grantor, as
well as Grantor's heirs, successors, representatives and
assigns, and is legally enforceable in accordance with its
terms.
No Further Assignment. Grantor has not, and will 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 contained in the
Collateral which are to be performed by Grantor, if any.
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.
Lender's Rights and Obligations with Respect to Collateral.
Lender may hold the Collateral until all the Indebtedness has
been paid and satisfied and thereafter may deliver the
Collateral to any Grantor. Lender shall have the following
rights in addition to all other rights it 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 payment of any liens or
claims against the Collateral. Lender may charge any cost
incurred in so doing to Grantor.
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 (a) extend time for
payment or other performance, (b) grant a renewal or change in
terms or conditions, or (c) 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 and
whether or not the office or branch where the Indebtedness is
created is aware of or relies upon the Collateral.
Collection of Collateral. Lender, at Lender's option may, but
need not, collect directly from the Obligors on any of the
Collateral all Income and Proceeds or other sums of money and
other property due and to become due under the Collateral, and
Grantor authorizes and directs the Obligors, if Lender
exercises such option, to pay and deliver to Lender all Income
and Proceeds and other sums of money and other property
payable by the terms of 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 request of Lender,
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 request of Lender, Grantor will sign and deliver any
writings necessary to perfect Lender's security interest. If
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 or to continue the security interest
granted in this Agreement. This is a continuing Security
Agreement and will continue in effect even though all or any
part of the Indebtedness is paid in full and even though for
a period of time Borrower may not be indebted to Lender.
Inspection Rights. Grantor assigns to Lender all of Grantor's
statutory and common law rights to inspect the books and
records of the issuer of any Collateral.
EXPENDITURES BY LENDER. If not discharged or paid when due, Lender
may (but shall not be obligated to) discharge or pay any amounts
required to be discharged or paid by Grantor under this Agreement,
including without limitation all taxes, liens, security interests,
encumbrances, and other claims, at any time levied or placed on the
Collateral. Lender also may (but shall not be obligated to) pay
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 Note from the
date incurred or paid by Lender to the date of repayment by
Grantor. All such expenses shall 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 Note and be apportioned among and be
payable with any installment payments to become due during either
(i) the term of any applicable insurance policy or (ii) the
remaining term of the Note, or (c) be treated as a balloon payment
which will be due and payable at the Note's maturity. This
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 the occurrence of an Event of 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.
EVENTS OF DEFAULT. Each of the following shall constitute an Event
of Default under this Agreement:
Default on Indebtedness. Failure of Borrower to make any
payment when due on the Indebtedness.
Other Defaults. Failure of Borrower or Grantor to comply with
or to perform any other term, obligation, covenant or
condition contained in this Agreement or in any of the Related
Documents or failure of Borrower to comply with or to perform
any term, obligation, covenant or condition contained in any
other agreement between Lender and Borrower.
False Statements. Any warranty, representation or statement
made or furnished to Lender by or on behalf of Borrower or
Grantor under this Agreement, the Note or the Related
Documents is false or misleading in any material respect,
either now or at the time made or furnished.
Defective Collateralization. This Agreement or any of the
Related Documents ceases to be in full force and effect
(including failure of any collateral documents to create a
valid and perfected security interest or lien) at any time and
for any reason.
Death or Insolvency. The death of Borrower or Grantor of the
dissolution or termination of Borrower or Grantor's existence
as a going business of creditors, any type of creditor
workout, or the commencement of any proceeding under any
bankruptcy or insolvency laws by or against Borrower or
Grantor.
Creditor or Forfeiture Proceedings. Commencement of
foreclosure or forfeiture proceedings, whether by judicial
proceeding, self-help, repossession or any other method, by
any creditor of Borrower or Grantor or by any governmental
agency against the Collateral or any other collateral securing
the Indebtedness.
Adverse Change. A material adverse change occurs in
Borrower's financial condition, or Lender believes the
prospect of payment or performance of the Indebtedness is
impaired.
RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs
under this Agreement, at any time thereafter, Lender may exercise
any one or more of the following rights and remedies:
Accelerate Indebtedness. Declare all Indebtedness, including
any prepayment penalty which Borrower would be required to
pay, immediately due and payable, without notice of any kind
to Borrower or 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 public market, Lender shall
give or mail to Grantor, or any of them, notice at least ten
(10) days in advance of the time and place of any public sale,
or of the date after which any private sale may be made.
Grantor agrees that any requirement of reasonable notice is
satisfied if Lender mails notice by ordinary mail addressed to
Grantor, or any of them, 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.
Register Securities. Register any securities included in the
Collateral in Lender's name and exercise any rights normally
incident to the ownership of securities.
Sell Securities. Sell any securities included in the
Collateral in a manner consistent with applicable federal and
state securities laws, notwithstanding any other provision of
this or any other agreement. If, because of restrictions
under such laws, Lender is or believes it is unable to sell
the securities in an open market transaction, Grantor agrees
that Lender shall have no obligation to delay sale until the
securities can be registered, and may make a private sale to
one or more persons or to a restricted group of persons, even
though such sale may result in a price that is less favorable
than might be obtained in an open market transaction, and such
a sale shall 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 state securities
departments under state "Blue Sky" laws.
Foreclosure. Maintain a judicial suit for foreclosure and
sale of the Collateral.
Transfer Title. Effect transfer of title upon sale of all or
part of the Collateral. For this purpose, Grantor irrevocably
appoints Lender as its 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, as provided below, 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 Borrower to Lender, with any excess funds to
be paid to Grantor as the interests of Grantor may appear.
Borrower agrees, to the extent permitted by law, to pay any
deficiency after application of the proceeds of the Collateral
to the Indebtedness.
Cumulative Remedies. All of Lender's rights and remedies,
whether evidenced by this Agreement 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 top
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 to exercise its remedies.
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.
Applicable Law. This Agreement has been delivered to Lender
and accepted by Lender in the State of Oklahoma. If there is
a lawsuit, Borrower and Grantor agree upon Lender's request to
submit to the jurisdiction of the courts of Oklahoma County,
the State of Oklahoma. This Agreement shall be governed by
and construed in accordance with the laws of the State of
Oklahoma.
Expenses. Borrower and Grantor agree to pay upon demand all
of Lender's costs and expenses, including legal expenses,
incurred in connection with the enforcement of this Agreement.
Lender may pay someone else to help enforce this Agreement,
and Borrower and Grantor shall pay the costs and expenses of
such enforcement. Costs and expenses include Lender's legal
expenses whether or not there is a lawsuit, including legal
expenses for bankruptcy proceedings (and including efforts to
modify or vacate any automatic stay or injunction), appeals,
and any anticipated post-judgment collection services.
Borrower and 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.
Multiple Parties. All obligations of Borrower and Grantor
under this Agreement shall be joint and several, and all
references to Borrower shall mean each and every Borrower, and
all references to Grantor shall mean each and every Grantor.
This means that each of the persons signing below is
responsible for all obligations in this Agreement.
Notices. All notices required to be given under this
Agreement shall be given in writing, may be sent by
telefacsimile (unless otherwise required by law), and shall be
effective when actually delivered or when deposited with a
nationally recognized overnight courier or deposited in the
United States mail, first class, postage prepaid, addressed to
the party to whom the notice is to be given at the address
shown above. Any party may changes 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. To the extent permitted by
applicable law, if there is more than one Borrower or Grantor,
notice to any Borrower or Grantor will constitute notice to
all Borrower and Grantors. For notice purposes, Borrower and
Grantor will keep Lender informed at all times of Borrower and
Grantor's current address(es).
Severability. If a court of competent jurisdiction finds any
provision of this Agreement to be invalid or unenforceable as
to any person or circumstance, such finding shall not render
the provision invalid or unenforceable as to any other persons
or circumstances. If feasible, any such offending provision
shall be deemed to be modified to be within the limits of
enforceability or validity; however, if the offending
provision cannot be so modified, it shall be stricken and all
other provisions of this Agreement in all other respects shall
remain valid and enforceable.
Successor Interests. Subject to the limitations set forth
above on transfer of the Collateral, this Agreement shall be
binding upon and inure to the benefit of the parties, their
successors and assigns.
Waiver. 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.
EACH BORROWER AND GRANTOR ACKNOWLEDGES HAVING READ ALL THE
PROVISIONS OF THIS PLEDGE AND SECURITY AGREEMENT, AND EACH BORROWER
AND GRANTOR AGREES TO ITS TERMS. THIS AGREEMENT IS DATED
JANUARY 7, 1999.
BORROWER:
/s/ Xxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxx
______________________________ _______________________________
Xxxx X. Xxxxxx Xxxxxx X. Xxxxxx
GRANTOR:
SBL CORPORATION
BY: /s/ Xxxxxx X. Xxxxxx
___________________________
Xxxxxx X. Xxxxxx, President
