Exhibit
4.4
STOCK PLEDGE
AGREEMENT
(100% interest in
_______________)
THIS STOCK
PLEDGE AGREEMENT, effective as of October 1, 2008, is executed by
HEARTLAND, INC. , a Maryland corporation
(“Borrower”), in favor of CHOICE FINANCIAL GROUP
, a North Dakota state bank (“Lender”).
RECITALS
A. Lender has agreed
to make a loan to Borrower in the original principal amount of
$3,250,000 (the “Loan”);
B. The Loan will be
evidenced by a Promissory Note payable to the order of Lender
(hereafter Borrower’s obligations under such Promissory Note
and all documents related thereto and all renewals, extensions,
amendments, modifications and restatements thereof shall be
referred to as the “Obligations”).
C. The proceeds of
the Loan will be used by Borrower solely for business
purposes.
D. To secure payment
of the Obligations and as a condition to making the Loan, Lender
requires, among other things, that Borrower execute and deliver
this Agreement.
NOW, THEREFORE,
in consideration of the foregoing and the terms and conditions
hereafter set forth, Borrower agrees as follows:
1. Pledge
. As security for payment of the Obligations, Borrower
hereby grants to Lender a security interest in, and hereby assigns
to Lender all right, title and interest of Borrower in and to the
following described property (hereafter referred to as
“Collateral”):
All issued and
outstanding common stock, preferred stock and all other classes of
stock of Lee Oil Company, Inc., a Virginia corporation (the
“Company”), including without limitation, all evidence
of the same, all rights to purchase or acquire the same and all
rights to draws, payments, dividends, disbursements and all other
types of dividend and distributions made by the Company to
Borrower, together with all proceeds thereof
(“Distributions”), now existing and/or hereafter
arising.
2. Representations
and Warranties . Borrower represents and warrants to
Lender that:
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Borrower has,
and has duly exercised, all requisite power and authority to enter
into this Agreement, to pledge its interest in the Collateral and
to carry out the transactions contemplated by this
Agreement.
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Borrower is the
legal and beneficial owner of all of the Collateral.
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All of the
Collateral is free of any pledge, mortgage, hypothecation, lien,
charge, encumbrance or security interest or the proceeds thereof,
except for that granted hereunder.
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The execution
and delivery of this Agreement, and the performance of its terms,
will not violate or constitute a default under the terms of any
other agreement, indenture or other instrument, license, judgment,
decree, order, law, statute, code, ordinance or other governmental
rule or regulation, applicable to Borrower or any of
Borrower’s property or the consent to this Agreement and the
performance of its terms has been obtained from all necessary third
parties.
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The Collateral
constitutes one hundred percent (100.0%) of the total ownership
interest in the Company.
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The execution
and delivery of this Agreement, and the performance of its terms,
will not result in any violation of any provision of the articles
of incorporation, bylaws and shareholder agreements, if any,
pertaining to Borrower or Company or the consent to this Agreement
and the performance of its terms has been obtained from all
necessary third parties.
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Upon execution
and delivery to Lender of this Agreement and the recording of a
financing statement with the Maryland Secretary of State covering
the Collateral, Lender shall have a valid first priority lien upon
and a perfected security interest in the Collateral and the
proceeds thereof.
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All of the
Collateral is evidenced by Certificate No. ____.
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3. Covenants
. Borrower agrees as follows:
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Upon the
occurrence of a default under any of the documents executed in
connection with the Loan, Lender may collect and receive any and
all Distributions with respect to the Collateral and may apply all
such collections to the Obligations in such order of application as
Lender may elect. If Bo
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