EXHIBIT 10(ci)
LOAN
AGREEMENT
The parties to this Loan Agreement ("Agreement")
are MOODY NATIONAL BANK, a national banking
association , of Galveston, Galveston County, Texas
(hereinafter called "Bank"), and NATIONAL WESTERN LIFE INSURANCE
COMPANY, a Colorado insurance corporation (hereinafter
called "Borrower").
This Loan Agreement has reference to that one
certain revolving credit loan ("Loan") in the maximum principal
amount of $40,000,000.00 or so much thereof as advanced, of even
date herewith from Bank to Borrower.
WHEREAS, Borrower has made and delivered a
$40,000,000.00 or so much thereof as may be advanced Revolving
Credit Promissory Note (the "Note") to Bank; and
WHEREAS, the making of such loan is based on
various additional agreements of the parties hereto as provided in
this Agreement and in that certain security
agreement-pledge-collateral assignment of even date herewith
between Borrower as Pledgor and Bank as Secured Party ("Security
Agreement") which is incorporated herein by this reference;
and
WHEREAS, the parties to this Agreement wish to
set forth herein the following additional agreements.
NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE
PARTIES HERETO AS FOLLOWS:
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(a)
Use of Proceeds . The proceeds of each advance of
funds under the Note ("Advance") requested by the Borrower and made
by the Bank shall be used by the Borrower solely for working
capital purposes, including repayment of outstanding advances, but
specifically excluding capital expenditures. Each
request by the Borrower for an Advance shall be deemed to be a
representation by the Borrower that the proceeds of the Advance
will be used solely for the purposes required by this
Section. As a condition precedent to the obligation of
the Bank to make any such Advance, the Borrower shall furnish to
the Bank such schedules, certificates, invoices, affidavits, and
other documents as the Bank may require to satisfy itself with
respect to the requirements hereof.
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(b)
Procedures for Advance . Subject to the terms and
provisions of the Note and Security Agreement, and to other
provisions contained herein, and provided that no breach or event
of default has then occurred under the Note, Security Agreement,
this Agreement, or any other document executed in connection with
the Loan (collectively, " Loan Documents "), advances under
the Note may be requested by Borrower from and after the date of
the Note ("Closing Date") up to the date which is the Third
(3 rd
) Anniversary of the Note ("Maturity
Date"). Advances shall be in minimum amounts of
$1,000,000.00 and in increments thereof, but in no event greater
than the lesser of (i) $40,000,000.00, or (ii) an amount equal to
95% of the then-current market value of all "Qualified Assets" (as
defined in the Security Agreement) then securing the Note
("Revolving Credit Amount"), when aggregated with all amounts then
outstanding under the Note. All such requests shall be
required to be requested by written request on behalf of Borrower,
signed by any one of the following listed individuals, specimens of
whose signatures Borrower agrees to tender to Bank upon request,
containing the amount requested to be advanced and the instructions
for disbursement of the funds the advance of which is so being
requested:
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Bank shall have
two (2) full business days after the date of its receipt of such a
request for advance, within which to either make such advance or to
notify Borrower in writing that Bank has determined that one or
more conditions for such advance are not met or that such advance
would otherwise be improper under the terms of the Note, the
Security Agreement, or hereof. All notices and requests
hereunder shall be required to be in writing and delivered to the
party to receive same as follows:
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National
Western Life Insurance Company
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bpribyl@nationalwesternlife.com
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Any of the
above-referenced addresses, fax numbers, or names of persons to
whom notices and/or requests are to be directed or who have
authority to sign a request, may be modified or changed by written
notice as provided above.
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(b)
No Margin Stock . Under no circumstances shall
any proceeds of the Loan be used (i) for the purpose, whether
immediate, incidental or ultimate, of buying "Margin Stock" (as
defined in the Security Agreement) or (ii) to enable Borrower to
maintain, reduce or retire indebtedness originally incurred to
purchase a security that is currently a Margin Stock or (c) for any
other application that could cause the Loan to be deemed a "Purpose
Credit" (as defined in the Security Agreement).
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(c)
Additional Conditions . The making of each
Advance shall be subject to the following conditions, in addition
to those stated in other provisions of this Agreement, which shall
each have been and remain at the time satisfied by the Borrower or
waived by the Bank:
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(i) The
Borrower shall have executed and delivered to the Bank and shall
have caused to be filed, recorded or registered all documents
necessary, and shall have taken all actions necessary, to perfect
and register the Bank a first and prior security interest in and
pledge of the Pledged Securities.
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(ii) There
shall have been no material, adverse change in the financial
condition of the Borrower from that shown in any prior financial
statements of Borrower or in the business prospects of the
Borrower, as determined by the Bank.
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DGJ/sh;08/26/09
(#230487v3-nwl-loan agmt)
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(iii) No
event shall have occurred and then be continuing (or would occur
after giving effect to the requested Advance) which constitutes (or
would constitute after giving effect to the Advance) an event of
default or potential default under this Agreement or any other Loan
Documents and a certificate to such effect and speaking as of the
date thereof (and not as of some future date) and signed by the
President or a Vice President of the Borrower shall be delivered to
the Bank.
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(iv) Each
and all of the representations and warranties of the Borrower in
this Agreement and the other Loan Documents shall be true, correct
and accurate as of the Closing Date and as of the date any Advance
of the Revolving Credit under the Note is requested and a
certificate to such effect signed by the President or a Vice
President of the Borrower shall be delivered to the
Bank.
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(v) The
Borrower shall have duly and timely performed each and all of its
agreements and undertakings contained in this Agreement and all
other Loan Documents.
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(vi) The
Bank shall have received evidence satisfactory to it that the
Pledged Securities are all owned by the Borrower free and clear of
any impediments; and the Bank's security interest in and pledge of
the Pledged Securities is fully perfected and
registered.
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(d)
Sole Benefit of Bank . All conditions precedent
to the obligation of the Bank to make the Advances are imposed
hereby solely for the benefit of the Bank and no other party may
require satisfaction of any such condition precedent or be entitled
to assume that the Bank will refuse to make the Advances in the
absence of strict compliance with such conditions
precedent. Any requirement of this Agreement may be
waived by the Bank, in whole or in part, at any
time. Any req
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