EXHIBIT 10.25
STOCK PLEDGE AND SECURITY AGREEMENT
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THIS STOCK PLEDGE AND SECURITY AGREEMENT is made and entered into
effective as of February 25, 1999, by and between UNIFIED FINANCIAL
SERVICES, INC., a Delaware corporation, whose address is 000 Xxxxx
Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000 (hereinafter called
"Obligor"), and BANK ONE, KENTUCKY, NA, a national banking association,
whose address is 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000
(hereinafter called "Secured Party").
W I T N E S S E T H :
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That, for and in consideration of credit extended by Secured
Party, the parties do hereby agree as follows:
1. Deposit and Pledge of Stock. As collateral security for
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the Obligor's Guaranty to Secured Party dated as of February 25, 1999
whereby the Obligor guaranteed the payment of the obligations set forth
in Exhibit "A" attached thereto up to the maximum amount of
$4,450,000.00, plus interest, fees, charges and costs as provided
therein (the "Indebtedness").
Obligor, pursuant to the provisions of the Uniform Commercial Code
of the State of Kentucky, hereby grants to Secured Party a first and
prior security interest in and lien on all of the following (all of
which is hereinafter collectively called the "Collateral"):
(a) all property delivered to and deposited with Secured Party
or its designee/bailee, including all of the property
specified on Schedule "A" attached hereto and incorporated
herein by reference (the "Stock");
(b) all money and property heretofore delivered to, or which
shall hereafter be delivered by Obligor to or under the
custody or control of Secured Party in any manner or for any
purpose whatever during the existence of this Security
Agreement, and whether held in a general or special account
or deposit or for safekeeping or otherwise; and
(c) together with any and all stock rights, rights to subscribe,
liquidating dividends, stock dividends, dividends paid in
stock, new securities or other property to which Obligor is
or may hereafter become entitled to receive on account of
any or all of the Stock or such other property, and in the
event that Obligor hereafter receives any such rights,
dividends, new securities or other property, Obligor will
immediately deliver such property to Secured Party to be
held by Secured Party hereunder in the same manner as the
property originally delivered hereunder.
2. Delivery of Stock Power Agreements. Contemporaneously
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with the execution of this Security Agreement, the Obligor shall deliver
to Secured Party duly executed irrevocable stock power agreements with
respect to the aforementioned Stock, subject to the provisions contained
in this Agreement, to the extent same have not already been delivered to
Secured Party.
3. Voting. So long as there is no default in the payment and
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performance of the Indebtedness or of any of the terms, provisions and
conditions of this Security Agreement, the Loan Agreement, or any other
agreement securing repayment of the Indebtedness, Obligor shall be
entitled to
vote the Stock pledged, provided, however, upon the occurrence of an
Event of Default as defined in Section 7 hereof, Secured Party shall be
entitled to vote the Stock pledged hereunder.
4. Status of Stock. Obligor hereby represents and warrants
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to Secured Party that (a) the Stock described on Schedule A is validly
issued and outstanding, is fully paid and nonassessable, and Obligor is
the registered, absolute, legal and beneficial owner of all shares of
the Stock, free and clear of all liens, charges, equities and
encumbrances, except for the lien and encumbrance created by this
Security Agreement; (b) Obligor has received all necessary approvals
from all appropriate regulatory authorities with respect to Obligor's
acquisition of the Stock and acquisition of control of EUGI and CPFC;
and (c) Obligor has the full power and authority to pledge the Stock to
Secured Party pursuant to this Security Agreement, and the Stock is not
subject to any restrictions imposed by law, regulation, agreement or
otherwise against public or private sale.
5. Maintenance of Priority of Pledge. Obligor shall be
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liable for, and shall from time to time pay and discharge, all
intangible and other taxes, assessments and governmental charges imposed
upon any of the Stock by any federal, state or local authority, the
liens of which would or might be held prior to the security interest and
rights of Obligor in and to the Stock. Obligor shall not, at any time
while this Security Agreement is in effect, do or suffer any act or
thing whereby the rights of Secured Party in and to the Stock would or
might be impaired or diminished. Obligor shall execute and deliver such
further documents and instruments and take such further actions as may
be required to confirm the rights of Secured Party in and to the Stock
or otherwise to effectuate the intention of this Security Agreement.
6. Transfer of Encumbrance of the Stock. Obligor shall not
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transfer, sell, pledge, assign or further encumber the Stock or any part
thereof without the prior written consent of Secured Party, which
consent may be withheld by Secured Party for any reason whatsoever so
long as this Security Agreement is in effect. Obligor shall not vote
the Stock in favor of any merger, consolidation, share exchange
agreement, reorganization or other business combination involving,
relating to or affecting EUGI and CPFC, or in favor of any amendment to
the Articles or Incorporation of EUGI and CPFC whereby EUGI and CPFC
would be authorized to issue any additional capital stock or securities
convertible into or exchangeable for any capital stock of EUGI and CPFC
without the prior written consent of Secured Party. However, in the
event CPFC becomes the subsidiary of EUGI, Secured Party agrees to
release the stock of CPFC to EUGI.
7. Events of Default. Each of the following shall constitute
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a Event of Default hereunder:
a. If any warranty or representation made by Obligor
herein or by the Borrowers as defined in the Loan Agreement dated
October 18, 1996, as amended, among Commonwealth Premium Finance
Corporation, Xxxx Xxxxxx Xxxxx, D. Xxxxxxx Xxxxx and Secured Party, and
the Loan Agreement dated January 20, 1998, as amended, among Equity
Underwriting Group, Inc., Equity Insurance Managers, Inc., 21st Century
Claim Services, Xxxx Xxxxxx Xxxxx, D. Xxxxxxx Xxxxx and Secured Party
(the "Loan Agreements"), shall prove to be untrue or incorrect in any
material respect when made or effected and said default shall continue
unremedied for a period of thirty (30) calendar days after date of
written notice to Obligor.
b. If any covenant made by Obligor herein or by the
Borrowers in the Loan Agreements shall be broken or breached at any time
and said default shall continue unremedied for a period of thirty (30)
calendar days after date of written notice to Obligor.
c. Failure of the Borrowers to make any payment of the
Indebtedness when due.
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d. The insolvency, the filing of voluntary or involuntary
bankruptcy or for relief under the provisions of the National Bankruptcy
Act, of, by or against any of the Borrowers or the Guarantor.
e. The occurrence of any Event of Default as defined in
the Loan Agreements other than a default described in a. and b. of this
Section 7.
8. Remedies Upon Occurrence of Default.
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a. Upon the occurrence of any Event of Default as defined
in Section 7 hereof, Secured Party shall have the following rights and
remedies, in addition to all other rights and remedies provided by law
or at equity, the Loan Agreements and any other document or instrument
relating to, securing or evidencing the Indebtedness, all of which shall
be cumulative and may be exercised from time to time, either
successively or concurrently:
(i) To sell all or any of the Stock in one (1) or
more lots, and from time to time, upon ten (10) days' prior written
notice to Obligor of the time and place of sale (which notice Obligor
hereby agrees is commercially reasonable), for cash or upon credit or
for future delivery, Obligor hereby waiving all rights, if any, of
marshalling the Stock and any other security for the payment of the
Indebtedness, and at the option and in the complete discretion of
Secured Party, either:
(a) at a public sale or sales, including a
sale at or over any broker's board or exchange, and in one or more lots;
or
(b) at a private sale or sales, and in one or
more lots.
Secured Party may bid for and acquire the Stock or any portion
thereof at any public sale, free from any redemption rights of Obligor,
all of which are hereby waived by Obligor. Provided, however, Secured
Party's right to sell the Stock is subject to the terms and provisions
set forth in the Intercreditor and Escrow Agreement of even date.
(ii) To exercise all rights of a secured party under
the Uniform Commercial Code of Kentucky and all other applicable law.
From time to time, Secured Party may, but shall not be obligated
to, postpone the time of any proposed sale of any of the Stock, which
has been subject of a notice as provided above, and also, upon ten (10)
days' prior written notice to Obligor (which notice Obligor hereby
agrees is commercially reasonable), may change the time and/or place of
such sale.
b. In the case of any sale by Secured Party of the Stock
or any portion thereof on credit or for future delivery, which may be
elected at the option and in the complete discretion of Secured Party,
the Stock so sold may, at Secured Party's option, either be transferred
and/or delivered to the purchaser or retained by Secured Party until the
selling price therefor is paid by the purchaser, but in either event
Secured Party shall not incur any liability to Obligor in case of
failure of the purchaser to pay for the Stock so sold. In case of any
such failure, such Stock may be again sold by Secured Party in the
manner provided in this Paragraph 8.
c. After deducting all of Secured Party's costs and
expenses of every kind, including, without limitation, legal fees and
registration fees and expenses, if any, in connection with the
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sale of the Stock, Secured Party shall apply the remainder of the
proceeds of any sale or sales of the Stock to the Indebtedness in such
order Secured Party may select in its sole and absolute discretion. All
sales of Stock shall be made in a commercially reasonable manner.
Secured Party shall not incur any liability as a result of the sale of
the Stock or any part thereof at any private sale or sales, and Obligor
hereby waives any claim arising by reason of (i) the fact that the price
or prices for which the Stock or any portion thereof is sold at any
private sale or sales is less than the price which would have been
obtained at a public sale or sales or is less than the Indebtedness,
even if Secured Party accepts the first offer received and does not
offer the Stock or any portion thereof to more than one offeree;
(ii) any delay by Secured Party in selling the Stock following an Event
of Default hereunder, even if the price of the Stock thereafter
declines; or (iii) the immediate sale of the Stock upon the occurrence
of an Event of Default hereunder, even if the price of the Stock should
thereafter increase.
9. Miscellaneous.
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a. Secured Party shall be under no duty or obligation to
give Obligor notice of, or to exercise, any subscription rights or
privileges, any rights or privileges to exchange, convert or redeem or
any other rights or privileges relating to or affecting any Collateral
held by Secured Party other than those notices required under the Loan
Agreements.
b. All advances, charges, costs and expenses including
reasonable attorney's fees, to the extent allowed by law, incurred or
paid by Secured Party in exercising any right, power or remedy conferred
by the Notes, this Security Agreement or the Loan Agreements, or in the
enforcement thereof, shall become a part of the indebtedness secured
hereunder and shall be paid to Secured Party by Obligor immediately and
without demand, with interest thereon at twelve (12%) percent per annum,
or at the highest rate charged on any of the Indebtedness, whichever
rate is greater.
c. Obligor waives any right to require Secured Party to
(a) proceed against any person, (b) proceed against or exhaust any
Collateral, or (c) pursue any other remedy in Secured Party's power.
d. Secured Party may at any time deliver the Collateral
or any part thereof to Obligor and the receipt of Obligor shall be a
complete and full acquittance for the Collateral so delivered, and
Secured Party shall thereafter be discharged from any liability or
responsibility therefor.
e. This is a continuing Security Agreement and all the
rights, powers and remedies hereunder shall apply to all past, present
and future Indebtedness of Obligor to Secured Party, including that
arising under successive transactions which shall either continue,
increase or decrease the Indebtedness, or from time to time create new
Indebtedness after all or any prior Indebtedness has been satisfied.
f. Until all of the Indebtedness shall have been paid in
full the power of sale and all other rights, powers and remedies granted
to Secured Party hereunder shall continue to exist and may be exercised
by Secured Party at any time.
g. The rights, powers and remedies given to Secured Party
by this Security Agreement shall be in addition to all rights, powers
and remedies given to Secured Party by virtue of the Loan Agreements,
any other prior Security Agreements, any other agreement relating to the
indebtedness, and any statute or rule of law. Secured Party may
exercise its right of setoff with respect to the Indebtedness in the
same manner as if the Indebtedness were unsecured. Any forbearance or
failure or delay by Secured Party in exercising any right, power or
remedy hereunder shall not be deemed to be a
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waiver of such right, power or remedy, and any single or partial
exercise of any right, power or remedy hereunder shall not preclude the
further exercise thereof; and every right, power and remedy of Secured
Party shall continue in full force and effect until such right, power or
remedy is specifically waived by an instrument in writing executed by
Secured Party.
h. In all cases where more than one party executes this
Security Agreement, all words used herein in the singular shall be
deemed to have been used in the plural where the context and
construction so require, and the obligations and undertakings hereunder
are joint and several.
i. The law of the Commonwealth of Kentucky applies to
this Agreement and its construction and interpretation.
j. This Security Agreement shall bind Obligor and its
successors and assigns and shall inure to the benefit of Secured Party
and its successors and assigns.
k. Time shall be of the essence in the performance of
each and every one of the obligations hereunder.
l. All notices and other communications given to or made
upon any party hereto in connection with this Security Agreement, the
Notes or any other Loan Documents shall, except as herein or therein
otherwise expressly provided, be in writing, sent by certified or
registered mail return receipt requested, as follows:
If to Obligor: Unified Financial Services, Inc.
0000 Xxxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
ATTN: President and CEO
with a copy to: Xxxxxxx X. Xxxxxx
Xxxxxxxx Xxxxxx
One Mercantile Center, Xxxxx 00000
Xx. Xxxxx, Xxxxxxxx 00000
If to Secured Party: Bank One, Kentucky, NA
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
with a copy to: Xxxx Xxxxxx
Bank One, Kentucky, NA
000 Xxxx Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
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IN WITNESS WHEREOF, the parties hereto have entered into this
Security Agreement effective as of the 25th day of February, 1999.
BANK ONE, KENTUCKY, NA
BY: /s/ Xxxxxx Xxxxxx
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TITLE: Officer
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UNIFIED FINANCIAL SERVICES, INC.
BY: /s/ Xxxxxxx X. Xxxxxxx
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TITLE: Chairman, CEO, President
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SCHEDULE A
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Certificate No. No. Of Shares
Equity Underwriting Group, Inc. 14 1000
Commonwealth Premium Finance
Corporation 6 1000
