exhibit10ci.htm


    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:

    


    
      	 
      	
              1.

            	
              Advances:

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (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.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (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 (3rd)
      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:

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              1.           Brian
      M. Pribyl

            
	 
      	 
      	 
      	
              2.           Michael
      G. Kean

            
	 
      	 
      	 
      	 
      


    

    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    
      


      
        	 
      	 
      	
                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:

                 

              
	 
      	 
      	
                If
      to Bank:

              
	 
      	 
      	 
      	
                (a)  Fax
      to:

              	
                Moody
      National Bank

              	 
      
	 
      	
                Fax
      No.:  (409)621-1562

              
	 
      	
                Attn:   Mike
      Wisner

              
	 
      	 
      
	 
      	 
      	 
      	
                (b)  E-mail
      to:

              	
                MWisner@moodybank.com

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                If
      to Borrower:

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (a)  Hand
      delivery to:

              	
                Brian
      M. Pribyl

              	 
      
	 
      	 
      	 
      	 
      	
                National
      Western Life Insurance Company

              	 
      
	 
      	 
      	 
      	 
      	
                850
      East Anderson Way

              	 
      
	 
      	 
      	 
      	 
      	
                Austin,
      Texas  78752

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (b)  Fax
      to

              	
                (512)719-8511

              	 
      
	 
      	 
      	 
      	 
      	
                Attn:  Brian
      M. Pribyl

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (c)  E-mail
      to:

              	
                bpribyl@nationalwesternlife.com

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                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.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (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).

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (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:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (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.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (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.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


      

       

    


    
      
        
          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.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (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.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (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.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (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.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (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 requirement
      herein of submission of evidence of the existence or non-existence of a
      fact shall be deemed, also, to be a requirement that the fact shall exist
      or not exist, as the case may be, and without waiving any condition or
      obligation of the Borrower, the Bank may at all times independently
      establish to its satisfaction such existence or
    non-existence.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (e)           No Obligation to Make
      Advance.  No Advances need be made by the Bank if such
      advance should cause the Bank to be, in the sole opinion of Bank, in
      violation of any law, rule, regulation or interpretation of a governmental
      body applicable to the Bank.  Borrower shall receive a refund on
      a pro rata basis for the Commitment Fee, as that term is defined in this
      Loan Agreement, in the event and to the extent Bank is unable to make an
      advance or Borrower is required to make a principal reduction, by reason
      of the foregoing sentence.

            


    

    



    
      
        
          DGJ/sh;08/26/09                                                                                                                                   

          (#230487v3-nwl-loan
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              (f)           Role of
      Bank.  Any term or condition hereof, or of any of the
      other Loan Documents to the contrary notwithstanding, the Bank shall not
      have, and by its execution and acceptance of this Agreement hereby
      expressly disclaim, any obligation or responsibility for the management,
      conduct or operation of the business and affairs of the
      Borrower.  Any term or condition hereof, or of any of the other
      Loan Documents, permitting the Bank to disburse funds, whether from the
      proceeds of the Note, or otherwise, or to take or refrain from taking any
      action with respect to the Borrower, the Collateral or any other security
      for repayment of the Loan, shall be deemed to be solely to permit the Bank
      to audit and review the management, operation and conduct of the business
      and affairs of the Borrower, and to maintain and preserve the security
      given by the Borrower to the Bank for the Loan and may not be relied upon
      by any other person.  Further, the Bank shall not have, has not
      assumed and, by its execution and acceptance of this Agreement, hereby
      expressly disclaims any liability or obligation of the Borrower, and no
      condition hereof, or of any of the other Loan Documents, shall be
      construed so as to deem the relationship between the Borrower and the Bank
      to be other than that of borrower and lender, and the Borrower shall at
      all times represent that the relationship between the Borrower and the
      Bank is solely that of borrower and lender.  The Borrower hereby indemnifies
      and agrees to hold the Bank harmless from and against any costs, expenses
      and liabilities incurred or suffered by the Bank as a result of any
      assertion or claim of any obligation or responsibility of the Bank for the
      management, operation and conduct of the business and affairs of the
      Borrower, or as a result of any assertion or claim of any liability or
      responsibility of the Bank for the payment or performances of any
      indebtedness or obligation of the Borrower, except to the extent any such
      assertion or claim results from the negligence or willful misconduct of
      Bank.

            
	 
      	 
      	 
      	 
      
	 
      	
              2.

            	
              (a)           Commitment
      Fee.  Borrower shall pay to the Bank a commitment fee for
      making available the Revolving Credit Amount at the rate of one-tenth of
      one percent (.1%) per annum of the daily average unfunded portion of the
      Revolving Credit Amount from the Closing Date to the Maturity
      Date.  The commitment fee shall be non-refundable and shall be
      paid in
      arrears
      on the last day of each March, June, September and December, and on the
      Maturity Date.

            
	 
      	 
      	 
      	 
      
	 
      	
              3.

            	
              (a)           From
      time to time upon request of Bank, but in any event by October 31 of end
      of each calendar year, Borrower shall submit to Bank (a) the then-current
      annual financial statement of Borrower for the immediately preceding year,
      and (b) the federal income tax return of Borrower for such preceding
      year.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (b)           Each
      such statement shall be certified by Borrower as being true, complete and
      correct, and shall be in a form acceptable to Bank, in conformity with
      generally accepted accounting principles.

            
	 
      	 
      	 
      	 
      
	 
      	
              4.

            	
              Without
      Bank's prior written consent, which shall not be unreasonably withheld,
      Borrower will not create, assume or suffer to exist with respect to the
      securities pledged to the Bank under the Loan Documents, any indebtedness
      or other liability, direct or indirect, whether by note, guaranty,
      endorsement, agreement to purchase or repurchase, agreement to lease,
      agreement to supply or advance funds or otherwise, except, (i) as
      permitted hereunder and (ii) for endorsements of instruments for
      collection in the ordinary course of business and except in favor of the
      Bank.

            


    

    



    
      
        
          DGJ/sh;08/26/09                                                                                                                                   

          (#230487v3-nwl-loan
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              5.

            	
              The
      Borrower will not create, assume or suffer to exist any lien upon any of
      the properties or assets pledged to Bank under the Loan Documents, whether
      now owned or hereafter acquired, except (i) liens in favor of Bank; or
      (ii) liens for taxes, assessments and other governmental charges not yet
      payable, or the validity of which are being contested in good faith by
      appropriate proceedings and as to which adequate reserves have been set
      aside on the books of the Borrower; (iii) surety or appeal bonds or other
      obligations of a like general nature incurred in the ordinary course of
      business.

            
	 
      	 
      	 
      	 
      
	 
      	
              6.

            	
              The
      Borrower will not convert to any other type of entity nor enter into any
      transaction of merger or consolidation, or liquidate or dissolve itself
      (or suffer any liquidation or dissolution).

            
	 
      	 
      	 
      	 
      
	 
      	
              7.

            	
              The
      Borrower will (i) continue to engage in the businesses presently being
      operated by Borrower as represented to Bank, (ii) maintain its corporate
      existence and good standing in each jurisdiction in which Borrower is
      required to be qualified, (iii) keep and maintain all franchises, licenses
      and properties useful and necessary in the conduct of its business in good
      order and condition, (iv) duly observe and conform to all requirements of
      any governmental authorities relative to the conduct of its business or
      the operation of its properties or assets, (v) not change its place of
      business without Bank's prior written consent which will not be
      unreasonably withheld, and (vi) not merge its existence into any other
      entity without Bank's prior written consent which will not be unreasonably
      withheld.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              8.

            	
              The
      Borrower will, at any time and from time to time, execute and deliver such
      further instruments and take such further action as may reasonably be
      requested by the Bank, in order to cure any defects in the execution and
      delivery of, or to comply with or accomplish the covenants and agreements
      contained in this Agreement, the Note or any instrument(s) securing
      same.

            
	 
      	 
      	 
      	 
      
	 
      	
              9.

            	
              In
      case any one or more of the provisions contained in this Agreement or in
      the Note, Security Agreement or any other instrument securing the Note
      (the "Security Instruments") or any other documents executed in connection
      therewith or herewith should be invalid, illegal or unenforceable in any
      respect, the validity, legality and enforceability of the remaining
      provisions contained herein and therein shall not in any way be affected
      thereby.

            
	 
      	 
      	 
      	 
      
	 
      	
              10.

            	
              The
      Borrower will pay when due all its taxes, assessments and other
      liabilities, except those being contested in good faith and against which
      the Borrower has set up adequate reserves in accordance with generally
      accepted accounting principles.

            
	 
      	 
      	 
      	 
      
	 
      	
              11.

            	
              The
      Borrower will pay its accounts payable and will maintain its accounts
      receivable in a manner consistent with normal business practices,
      including normal terms and conditions for payment, for entities engaged in
      similar operations in similar jurisdictions.

            
	 
      	 
      	 
      	 
      
	 
      	
              12.

            	
              Except
      for any materials, records of documents known which are privileged, the
      Borrower will permit the Bank (and any person appointed by the Bank to act
      for it and on its behalf) to examine and take copies and excerpts of its
      financial books and records and other records, books and properties and to
      discuss its affairs, finances and accounts with their respective agents,
      attorneys, employees, officers and independent certified public
      accountants at all reasonable times and as often as may be reasonably
      requested by the Bank.

            


    

    



    
      
        
          DGJ/sh;08/26/09                                                                                                                                   

          (#230487v3-nwl-loan
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              13.

            	
              The
      undersigned expressly recognize and agree that the Bank has the right at
      any time at Bank's sole discretion to sell the Note and/or grant
      participations in the Note to other financial institutions and/or other
      third parties as determined by Bank at any time in Bank’s sole discretion,
      and, that, Bank shall have the right to provide any and all potential
      participants and potential purchasers of the Note, and all participants
      and purchasers of the Note, any and all information concerning Borrower,
      the collateral for obligations of the Borrower to the Bank, the Note, the
      security instruments and any other obligation of the Borrower to the Bank,
      whether now existing or hereafter arising.

            
	 
      	 
      	 
      
	 
      	
              14.

            	
              In
      case any one or more of the provisions contained in this Agreement or in
      the Note, any instrument securing the Note (the "Security Instruments") or
      any other documents executed in connection therewith or herewith should be
      invalid, illegal or unenforceable in any respect, the validity, legality
      and enforceability of the remaining provisions contained herein and
      therein shall not in any way be affected thereby.

            
	 
      	 
      	 
      
	 
      	
              15.

            	
              Notwithstanding
      any provision to the contrary in any Loan Document, Bank agrees that,
      except as otherwise provided herein, it shall not exercise its remedies by
      reason of any Event of Default under any such document unless Bank shall
      first have given Borrower notice of and an opportunity to cure such Event
      of Default in accordance with this paragraph, and such Event of Default
      continues past the cure period therefor provided herein: (a) as to any
      Event of Default exclusively involving the payment of any sum of money by
      Borrower to Bank ("Monetary Default"), Borrower shall have ten (10) days
      from notice thereof from Bank within which to cure such default; (b) as to
      all other Events of Default other than Monetary Defaults ("Non-Monetary
      Defaults"), Borrower shall have twenty (20) days from Bank's notice
      thereof within which to cure such Non-Monetary Defaults.  All
      notices of default from Bank to Borrower required hereby shall be in
      writing and shall be sent at Bank's option either by telecopy or fax
      machine to Borrower at (512)719-8511 or by hand delivery or certified mail
      to Borrower at 850 East Anderson Way, Austin, Texas 78752,
      Attn:  Brian M. Pribyl, provided that Borrower shall have the
      right to change such fax number or address upon not less than ten (10)
      days prior written notice sent to Bank by certified mail addressed to
      Moody National Bank, Attn: Michael Wisner at 2302 Postoffice St.,
      Galveston, Texas 77550.  Nothing contained herein shall in any
      way impair or delay any action deemed by Bank to be necessary to protect
      Bank's interests in any collateral securing the
  Note.

            


    

    



    
      
        
          DGJ/sh;08/26/09                                                                                                                                    

          (#230487v3-nwl-loan
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                    EXECUTED
      as of the 31 day of August, 2009

                  
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                    MOODY
      NATIONAL BANK

                  
	 
      	 
      	 
      
	 
      	 
      	
                    By:  /S/Michael
      R Wisner

                  
	 
      	 
      	
                    Name:  Michael
      R Wisner

                  
	 
      	 
      	
                    Title:  Executive
      Vice President

                  
	 
      	 
      	 
      
	 
      	 
      	
                    "BANK"

                  
	 
      	 
      	 
      
	 
      	 
      	
                    NATIONAL
      WESTERN LIFE INSURANCE

                  
	 
      	 
      	
                    COMPANY,
      a Colorado insurance corporation

                  
	 
      	 
      	 
      
	 
      	 
      	
                    By:  /S/Ross
      Moody

                  
	 
      	 
      	
                    Ross
      Moody ,President

                  
	 
      	 
      	 
      
	 
      	 
      	
                    "BORROWER"

                  
	 
      	 
      	 
      
	 
      	 
      	 
      


          

        

      

       

    

    
 


    
      
        
          DGJ/sh;08/26/09                                                                                                                                    

          (#230487v3-nwl-loan
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