Exhibit 10.19
TERM LOAN AND SECURITY AGREEMENT
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THIS TERM LOAN AND SECURITY AGREEMENT ("Agreement"), dated as of March
15, 2002, is by and between GreatBanc Trust Company, not in its individual or
corporate capacity, but solely as Trustee of the Chromcraft Revington, Inc.
Employee Stock Ownership Plan Trust (the "Borrower"), a trust established
pursuant to the Chromcraft Revington, Inc. Employee Stock Ownership Plan and
Chromcraft Revington, Inc., a Delaware corporation (the "Lender").
W I T N E S S E T H:
WHEREAS, the Borrower is a trust intended to be exempt from taxation
under Section 501(a) of the Internal Revenue Code of 1986, as amended (the
"Code") and established pursuant to the provisions of the Chromcraft Revington,
Inc. Employee Stock Ownership Plan (the "Plan"); and
WHEREAS, the Plan is intended to constitute an "employee pension
benefit plan" within the meaning of Section 3(2)(A) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), a "stock bonus plan" within
the meaning of Section 401(a) of the Code and an "employee stock ownership plan"
within the meaning of Section 4975(e)(7) of the Code; and
WHEREAS, the Plan has been designated by the Lender, as the sponsor
thereof, as an "employee stock ownership plan" and is thus designed to invest
primarily in the stock of the Lender, which stock constitutes a "qualifying
employer security" as described in Sections 409(1) and 4975(e)(8) of the Code;
WHEREAS, Article VI of the Plan provides that the Plan may borrow funds
to purchase stock of the Lender; and
WHEREAS, the Plan specifically authorizes the Borrower to obtain loans,
the proceeds of which will be utilized by the Borrower to purchase stock of the
Lender or to repay a prior loan to the Borrower; and
WHEREAS, the Lender has obtained a loan from an independent third-party
lender ("Front-end Loan") one of the purposes of which is to lend a portion of
the proceeds of the Front-end Loan to the Borrower; and
WHEREAS, the Borrower desires to borrow monies from the Lender ("Loan")
to be used exclusively by the Borrower to purchase, directly from a shareholder
of Lender, capital stock of the Lender (the "Shares"), primarily for the benefit
of the participants in the Plan and their beneficiaries, which borrowing shall
be secured by a pledge of all of the Shares of the Lender acquired by the
Borrower with the proceeds of the Loan, subject to the release of such Shares
from collateral, as provided herein; and
WHEREAS, it is the intent of the Lender and the Borrower that the Loan
constitute an "exempt loan" within the meaning of Section 4975(d)(3) of the Code
and Section 54.4975-7(b) of the Excise Tax Regulations promulgated thereunder;
and
WHEREAS, the Lender is willing to lend such monies to the Borrower
provided that the Borrower enters into this Agreement and complies with all the
terms and conditions stated herein, and grant to the Lender a security interest
in the Shares as provided herein;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1
LOAN
SECTION 1.1 LOAN. Subject to the terms and conditions of this
Agreement, the Lender agrees to lend to the Borrower, and the Borrower agrees to
borrow from the Lender, on or before March 31, 2002, the sum of Twenty Million
Dollars ($20,000,000.00) (the "Loan"). The principal of the Loan will be payable
in thirty (30) annual installments on December 31 of each year commencing on
December 31, 2002 and continuing on each December 31 of each year thereafter;
provided, however, that if December 31 in any given year is not a business day,
then such annual installment shall be payable on the last business day of
December in such year. The first payment on December 31, 2002 including interest
as provided herein, shall be in the amount of $1,088,760.00 and the payments on
December 31 thereafter shall be in the amount of $1,376,961.50. The Loan shall
mature and all unpaid principal and accrued interest shall be due and payable in
full on December 31, 2031.
SECTION 1.2 NOTE. The Loan shall be evidenced by a promissory note (the
"Note"), substantially in the form set forth in Exhibit A, dated as of the date
of the Loan, payable to the order of the Lender, and in the original principal
amount of the Loan.
SECTION 2
INTEREST
SECTION 2.1 INTEREST. The principal balance of the Loan outstanding
from time to time shall bear interest at the rate of Five and 48/100 percent
(5.48 %) per annum. The Note may be prepaid at any time in whole or in part
without penalty or premium. Any payments hereunder shall be applied first to
accrued but unpaid interest, and then to the outstanding principal balance.
Prepayments shall be applied in inverse order of maturity.
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SECTION 2.2 BASIS OF COMPUTATION. Interest shall be computed for the
actual number of days elapsed on the basis of a 365-day year.
SECTION 2.3 INTEREST PAYMENT DATES. Interest on the outstanding balance
of the Loan shall be included in the payments payable on the last business day
of each December commencing on December 31, 2002.
SECTION 3
PAYMENTS AND PREPAYMENTS.
Payments and prepayments of principal and interest shall be made in
immediately available funds to the Lender at its executive office at 0000 Xxxxx
Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx 00000, or to such other location at the
Lender may direct.
SECTION 4
REPRESENTATIONS AND WARRANTIES OF BORROWER
To induce the Lender to make the Loan, the Borrower represents and
warrants to the Lender that:
SECTION 4.1 ORGANIZATION. The Borrower is a trust established pursuant
to the Plan.
SECTION 4.2 AUTHORIZATION; NO CONFLICT. The borrowings hereunder, the
execution and delivery of the Note and the performance by the Borrower of its
obligation under this Agreement and the Note are within the Borrower's
authority, purpose and powers, and have been authorized by all necessary action,
and do not and will not contravene or conflict with any provision of law or of
the trust agreement under the Plan, the Plan, or of any agreement binding upon
the Borrower.
SECTION 4.3 TAX STATUS AND EXEMPTION. The Borrower is a trust
established under the Plan and is designed to be exempt from taxation under
Section 501(a) of the Code. The Plan is designed to be a qualified stock bonus
plan under Section 401(a) of the Code and an employee stock ownership plan under
Section 4975(e)(7) of the Code and to engage in leveraged employee stock
ownership plan transactions. The Borrower shall cooperate with the Lender to
take appropriate action to amend or revise the trust, if necessary, in order to
assure its exemption from tax, as well as the maintenance and continuation of
such tax exempt status.
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SECTION 5
REPRESENTATION AND WARRANTIES OF LENDER
The Lender represents and warrants to the Borrower that:
SECTION 5.1 ORGANIZATION; QUALIFICATION TO DO BUSINESS.
(a) Organization. The Lender is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.
The Lender has the power to own its assets and to transact the business
in which it is presently engaged and in which it proposes to be
engaged. All shares of capital stock of the Lender that are issued and
outstanding have been duly and validly issued and are fully paid and
non-assessable.
(b) Qualification. The Lender and its subsidiaries are qualified to do
business or own property in all jurisdictions in which it or they
operate or own property, other then where the failure to be so
qualified does not or could not have a material adverse effect on the
business, property, prospects, assets, liabilities, condition
(financial or otherwise), or results of operation, of the Lender and
its subsidiaries taken as a whole.
SECTION 5.2 POWER; AUTHORITY; CONSENTS.
(a) Power. The Lender has the requisite corporate power and authority
to enter into this Agreement and to carry out its obligations
hereunder. This Agreement and its execution and delivery by the Lender
have been duly authorized by the Board of Directors of the Lender and
constitutes a valid and binding obligation of the Lender, enforceable
in accordance with its terms, except to the extent limited by general
principles of equity, by public policy and by bankruptcy, insolvency,
reorganization, liquidation, moratorium, readjustment of debt or other
laws of general application relating to or affecting the enforcement of
creditors' rights.
(b) Authority. The Lender also has the requisite corporate power and
authority to enter into each of the documents and instruments related
to the Plan (such documents and instruments, including this Term Loan
and Security Agreement, the Plan and the Trust under the Plan, together
being the "ESOP Documents") and to carry out its obligations
thereunder. Each of the ESOP Documents and their respective execution
and delivery by the Lender have been duly authorized by the Board of
Directors of the Lender and constitute a valid and binding obligation
of the Lender, enforceable in accordance with their respective terms,
except to the extent limited by general principles of equity, by public
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policy and by bankruptcy, insolvency, reorganization, liquidation,
moratorium, readjustment of debt or other laws of general application
relating to or affecting the enforcement of creditors' rights.
SECTION 5.3 NO THIRD PARTY CONSENTS. No consent, approval,
authorization, clearance or waiver of or any filing with or notice to any third
party or any government agency or authority is required for the execution,
delivery and performance of this Agreement, or any action taken by the Lender in
connection with this Agreement. No approval of this Agreement or the agreement
under which the Trustee purchases the shares or the Lender's agreement to
repurchase its outstanding stock from Court Square Capital Limited or any of the
transactions contemplated hereby or thereby is required to be obtained from the
stockholders of the Lender.
SECTION 5.4 NO VIOLATION OF LAW OR AGREEMENTS. Neither the execution of
this Agreement nor the execution of any ESOP Documents (with or without notice
or lapse of time) or any action taken by the Lender hereunder or thereunder (i)
conflicts with or violates any provision of the Lender's certificate of
incorporation, by- laws or other corporate governance document; (ii) conflicts
with or violates any law, statute, rule, regulation or governmental requirement
or any court or administrative judgment, order, injunction, writ, directive or
decree; or (iii) conflicts with, results in a breach of or constitutes a default
under any note, bond, indenture, mortgage, deed of trust, license, lease,
contract, agreement, understanding, arrangement, commitment, instrument or other
writing to which the Lender is a party or by which the Lender is subject or
bound.
SECTION 5.5 PLAN ORGANIZATION. The Plan has been duly adopted by the
Lender and is in full force and effect in accordance with its terms.
SECTION 6
COVENANTS OF BORROWER
Until all obligations of the Borrower hereunder and under the Note are
paid and fulfilled in full, the Borrower agrees that it shall comply with the
following covenants, unless the Lender consents otherwise, which consent shall
not be unreasonably withheld:
SECTION 6.1 EXISTENCE, ETC. The Borrower shall not terminate, liquidate
or dissolve, and shall not sell, lease, transfer or otherwise dispose of any
material portion of its assets, except to the extent (i) required or permitted
by the terms of the Plan, or (ii) to repay the Loan or otherwise perform the
obligations under this Agreement.
SECTION 6.2 REPORTS, CERTIFICATES AND OTHER INFORMATION. The Borrower
shall furnish the following to the Lender promptly on its request:
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(a) Certificates. A certificate signed by a duly authorized Trust
Officer of the Trustee, to the effect that no Event of Default, as defined in
Section 10.1, or Unmatured Event of Default, as defined in Section 11.1, has
occurred and is continuing, or, if there is any such event, describing it and
the steps, if any, being taken to cure it.
(b) Other Information. From time to time such other information,
financial or otherwise, concerning the Borrower as the Lender may reasonably
request.
SECTION 6.3 INDEBTEDNESS, LIENS AND TAXES. Without the prior written
consent of the Lender, the Borrower shall:
(a) Indebtedness. Not incur, permit to remain outstanding, assume or in
any way become committed for indebtedness in respect of borrowed money, except
for: (i) indebtedness incurred hereunder; and (ii) other indebtedness to the
Lender.
(b) Liens. Not create or permit to exist any mortgage, pledge, title
retention lien or other lien, encumbrance or security interest ("lien") with
respect to any property or assets, now owned or hereafter acquired, except the
security interest created by this Agreement and any other lien or security
interest created by this Agreement and any other lien or security interest in
favor of the Lender.
(c) Taxes. Pay and discharge all taxes, assessments and governmental
charges or levies imposed upon it, upon its income or profits or upon any
properties belonging to it, prior to the date on which penalties attach thereto,
except that no such tax, assessment, charge, levy or claim need to be paid which
is being contested in good faith by appropriate proceedings and as to which
adequate reserves shall have been established.
SECTION 6.4 USE OF PROCEEDS. As soon as practicable after the
disbursement of the proceeds of the Loan, the Borrower shall utilize one hundred
percent (100%) of the funds disbursed to acquire the Shares. Except as provided
in the Plan, or as otherwise required by applicable law, none of the Shares
acquired by Borrower with the proceeds of the Loan shall be subject to a put,
call, or other option, buy-sell or similar arrangement while held by Borrower
and the Plan, whether or not the Plan then constitutes an employee stock
ownership plan.
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SECTION 7
COVENANTS OF THE LENDER
The Lender makes the following covenants to the Borrower:
SECTION 7.1 DETERMINATION LETTER. The Lender covenants and agrees that
it will apply to the Internal Revenue Service as soon as practicable and in any
event within the remedial amendment period prescribed by Section 401(b) of the
Code and the regulations thereunder for a determination letter to the effect
that the Plan constitutes an employee stock ownership plan within the meaning of
Section 4975(e)(7) of the Code and is qualified under Section 401(a) of the
Code, and that the Trust is exempt from taxation under Section 501(a) of the
Code. The Lender further covenants and agrees that it will timely adopt any
amendment requested by the Internal Revenue Service as a condition for such
determination letter.
SECTION 7.2 PLAN OPERATION. The Lender will operate and administer the
Plan as a qualified plan under Section 401(a) and 4975(e)(7) of the Code. The
Lender will operate and administer the Plan in material compliance with all
applicable ERISA requirements and regulation that are in effect and applicable
to the Plan from time to time.
SECTION 7.3 CASH CONTRIBUTIONS. The Lender will make cash contributions
and/or pay cash dividends to the Borrower in the amounts and at the times which
will enable the Borrower to make timely payments under this Agreement. The
Lender's cash contributions made and cash dividends paid to Borrower for this
purpose are controlled by appliable limitations in Section 404 and 415 of the
Code.
SECTION 8
CONDITIONS OF LENDING
The obligation of the Lender to make the Loan is subject to the
conditions precedent that the Lender shall have received all of the following,
each duly executed and dated the date of the Loan, in form and substance
satisfactory to the Lender and its counsel, and in such number of signed
counterparts as the Lender may request (except for the Note, of which only the
original shall be signed):
(a) Front-end Loan. Executed copies of a loan agreement between the
Lender and an independent third-party providing for the Front-end Loan, the
proceeds of which will be used in part to fund the Loan;
(b) Note. The Note in the form of Exhibit A, with appropriate
insertions;
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(c) Miscellaneous. Such other documents and certificates as the Lender
may reasonably request.
SECTION 9
SECURITY FOR THE LOAN
SECTION 9.1 GRANT OF A SECURITY INTEREST BY THE BORROWER. As security
for the payment of all obligations of the Borrower under the Note and under this
Agreement, the Borrower hereby assigns to the Lender and grants to the Lender a
continuing security interest in all of the Borrower's right, title and interest
in and to the following, whether now or hereafter existing or acquired, wherever
located: (a) the Shares; and (b) all securities hereafter issued in substitution
for the foregoing, all certificates and instruments representing or evidencing
such substituted securities, together with the interest coupons (if any)
attached thereto, which shall constitute the "Collateral."
SECTION 9.2 LIMITED RECOURSE TO THE BORROWER. By accepting this
Agreement and the Note, the Lender agrees that except as hereinafter provided,
neither the Lender, its successors or assigns nor any other person shall have
any right to the assets of the Borrower other than: (a) the Collateral (as
specified in Section 10 regarding default); (b) contributions (other than
contributions of the Lender's stock) that are made to the Borrower to meet its
obligations hereunder; and (c) earnings attributable to the Collateral and the
investment of such contributions.
SECTION 9.3 RELEASE OF COLLATERAL. Immediately upon acquiring the
Shares, which also constitute the Collateral, the Borrower shall place the
Collateral in a suspense account under the Plan and, subject to the provisions
for the release of Collateral provided herein, the Borrower shall hold such
Collateral therein as agent for and for the benefit of the Lender and shall
release the Collateral from such suspense account and reallocate the Collateral
to the appropriate participant accounts under the Plan, as provided therein, as
follows: for each Plan Year (as defined in the Plan) during the duration of the
Loan, the number of Shares released from the security interest granted to the
Lender and from the suspense account shall equal the number of encumbered Shares
held immediately before release for the current Plan Year multiplied by a
fraction, the numerator of which is the total principal and interest paid on the
Loan in such Plan Year and the denominator of which is the sum of the numerator
plus the principal and interest to be paid under the Loan for all future years.
Such years will be determined without taking into account any possible extension
or renewal periods. Upon the release of any Shares, as provided herein, such
Shares shall no longer constitute Collateral within the meaning of this
Agreement and neither the Lender, its successors or assigns nor any other person
entitled to payment under the Loan shall have any claim, right, title or
interest in or to such released Shares.
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SECTION 9.4 COVENANTS CONCERNING THE COLLATERAL. The Borrower agrees
that until payment in full of all liabilities and obligations hereunder it will:
(a) Other Claims. Promptly pay all taxes, assessments and charges upon
the Collateral, and defend the Collateral against the claims and demands of all
persons other than the Lender and other than those proper claims and demands of
the participants and their beneficiaries under the Plan.
(b) Other Assurances. Execute such financing statements and other or
additional conveyances, assignments, agreements and instruments (and pay the
cost of filing and recording the same in all public offices deemed necessary by
the Lender) and do such other acts as the Lender may request to establish and
maintain a valid security interest in the Collateral, and, to the extent not
inconsistent with rights of participants in the Plan and their beneficiaries, to
keep the Collateral, free and clear of all other liens and claims.
SECTION 10
DEFAULT
SECTION 10.1 EVENTS OF DEFAULT. Each of the following occurrences is
hereby defined as an "Event of Default":
(a) Nonpayment. The Borrower shall fail to make any payment of
principal, interest or other amounts payable hereunder when and as due if such
failure shall continue for fifteen (15) days after such due date; provided,
however, it shall not be an Event of Default if the Lender fails to make
contributions to the Plan sufficient to enable the Borrower to make payment
hereunder; or
(b) Noncompliance with this Agreement. The Borrower shall fail to
comply with any provision hereof, which failure does not otherwise constitute an
Event of Default, and such failure shall continue for thirty (30) days after
written notice thereof to the Borrower by the Lender or any other holder of the
Note.
SECTION 10.2 REMEDIES. Upon the occurrence of any such Event of Default
and during the continuance thereof, the Lender or any other holder of the Note
may declare the Note and any other amounts owed to the Lender to be immediately
due and payable, whereupon the Note and any other amounts payable hereunder,
shall forthwith become due and payable.
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SECTION 10.3 REMEDIES AGAINST COLLATERAL. If an Event of Default shall
have occurred and be continuing, the Lender shall have the following rights with
respect to the Collateral:
(a) Sale of Collateral. Upon at least thirty (30) days' prior written
notice to the Borrower, the Lender may sell, assign, transfer and deliver the
whole or, from time to time, any part of the Collateral at public or private
sale for cash, upon credit or for other property, for immediate or future
delivery, and for such price or prices and on such terms as are commercially
reasonable. The Lender shall be authorized at any sale (if it deems it advisable
to do so) to restrict the prospective bidders or purchasers to persons who will
represent and agree that they are purchasing the Collateral for their own
account for investment purposes and not with a view to the distribution or
resale thereof, and upon consummation of any such sale the Lender shall have the
right to assign, transfer and deliver to the purchaser or purchasers thereof the
Collateral so sold. The notice given pursuant to this section, in case of public
sale, shall state the time and place for such sale. Any such public sale shall
be held at such time or times within ordinary business hours and at such place
or places as the Lender may fix and shall state in the notice or publication (if
any) of such sale. The Lender shall not be obligated to make any sale of the
Collateral if it shall determine not to do so, regardless of the fact that
notice of sale of the Collateral may have been given. In case sale of all or any
part of the Collateral is made on credit or for future delivery, the Collateral
so sold may be retained by the Lender until the sale price is paid by the
purchaser or purchasers thereof. In case any such purchaser or purchasers shall
fail to take up and pay for the Collateral so sold, such Collateral may be sold
again upon like notice. At any sale made pursuant to this Agreement, the Lender
may bid for or purchase any part or all of the Collateral offered for sale and
may make payment on account thereof by using any claim then due and arising
hereunder and payable to the Lender from the Borrower as a credit against the
purchase price. As an alternative to exercising the power of sale herein
conferred upon it, the Lender may proceed by suit or suits at law or in equity
to foreclose its security interest in the Collateral and sell the Collateral or
any portion thereof pursuant to judgment or decree of a court or courts having
competent jurisdiction.
(b) Transfer of Collateral. To enable the Lender to make the foregoing
sale of Collateral, upon the occurrence of an Event of Default hereunder, the
Borrower shall transfer to the Lender, from the suspense account established
pursuant to the Plan, Shares of a value (determined in accordance with the
principles of Section 3(18) of ERISA), sufficient to satisfy the amount of the
Default, subject to the limitations provided in Section 10.4 hereof, and
provided, that the Lender shall have no right to receive any of the Shares that
exceed, in value, as determined under the principles of Section 3(18) of ERISA,
the amount of the default. The proceeds of the sale of such Shares shall be
applied solely to payment in full of the amount of the default.
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SECTION 10.4 LIMITATION OF RECOURSE TO THE SHARES.
Notwithstanding anything to the contrary in this Section 10, if, at the time of
the Event of Default giving rise to the obligation of the Borrower to transfer
the Collateral as provided in Section 10.3(b), the Lender or any holder of the
Note constitutes a "party in interest" within the meaning of Section 3(14) of
ERISA or a "disqualified person" within the meaning of Section 4975(e)(2) of the
Code, then the value of the Shares, as determined under the principles of
Section 3(18) of ERISA, to be transferred to the Lender by the Borrower shall
not exceed that portion of the value of the Shares necessary to bring the
Borrower current under the payment schedule contained in Section 1.
SECTION 10.5 SECURITIES ACT, ETC. The Borrower understands that
compliance with the Securities Act of 1933 may limit the course of conduct of
the Lender if the Lender were to attempt to dispose of all or any part of the
Collateral and may also limit the extent to which or the manner in which any
subsequent transferee of any Collateral may dispose of same. Similarly, there
may be other restrictions affecting the Lender in any attempt to dispose of all
or any part of the Collateral under applicable state securities laws or similar
laws analogous in purpose or effect.
SECTION 11
DEFINITIONS
SECTION 11.1 GENERAL. As used herein:
(a) The term "subsidiary" means any corporation, partnership, joint
venture, trust or other legal entity of which the Borrower or Lender owns
directly or indirectly fifty percent (50%) or more of the outstanding voting
stock, or of which the Borrower or Lender has effective control, by contract or
otherwise.
(b) The term "Unmatured Event of Default" means an event which, if not
cured or waived, would become an Event of Default with notice or the passage of
time, or both.
SECTION 11.2 APPLICABILITY OF SUBSIDIARY REFERENCES. Terms hereof
pertaining to any subsidiary shall apply only during such times as the Borrower
and the Lender have any subsidiary.
SECTION 12
MISCELLANEOUS
SECTION 12.1 WAIVER OF DEFAULT. The Lender may, by notice to the
Borrower, at any time and from time to time, waive any default in the
performance or observance of any condition, covenant or other term hereof, which
shall be for such
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period and subject to such conditions as shall be specified in any such notice.
In the case of any such waiver, the Lender and the Borrower shall be restored to
their former position and rights hereunder and under the Note, respectively, and
any Event of Default so waived shall be deemed to be cured and not continuing;
but no such waiver shall extend to or impair any right consequent thereon or to
any subsequent or other Event of Default.
SECTION 12.2 NOTICES. All notices, requests, demands, instructions and
other communications hereunder shall be in writing and shall be delivered
personally, sent by registered or certified mail, postage prepaid, return
receipt requested or other means of receipted delivery, or sent by telex,
telecopier or other electronic facsimile transmission and shall be deemed to
have been given or made when delivered or received, addressed as follows (or to
such other address or addressee as the party to be notified shall have given
notice as herein provided):
(a) If to the Lender:
Xxxxxxx X. Xxxxxx, President
Chromcraft Revington, Inc.
0000 Xxxxx Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx 00000
(b) If the Borrower:
Xxxxxxx X. Xxxxxxxxx, Senior Vice President
GreatBanc Trust Company
0000 X. 00xx Xxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxx 00000
SECTION 12.3 SURVIVAL OF AGREEMENTS. All agreements made herein shall
survive the delivery of the Note and the making of loans hereunder.
SECTION 12.4 SUCCESSORS. This Agreement shall, upon execution and
delivery by the Borrower, and acceptance by the Lender in Indianapolis, Indiana,
become effective and shall be binding upon and inure to the benefit of the
Borrower, the Lender and their respective successors and assigns.
SECTION 12.5 CAPTIONS. Captions in this Agreement are for convenience
of reference only and shall not define or limit any of the terms or provisions
hereof. References herein to Sections or provisions without reference to the
document in which they are contained are references to this Agreement.
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SECTION 12.6 SINGULAR AND PLURAL. Unless the context requires
otherwise, wherever used herein the singular shall include the plural and vice
versa, and the use of one gender shall also denote the others where appropriate.
SECTION 12.7 COUNTERPARTS. This Agreement may be executed by the
parties on any number of separate counterparts, and by each party on separate
counterparts; each counterpart shall be deemed an original instrument; and all
of the counterparts taken together shall be deemed to constitute one and the
same instrument.
SECTION 12.8 CONSTRUCTION. Subject to the provisions of Section 12.9 of
this Agreement and except to the extent preempted by the laws of the United
States of America, the Note and any document or instrument executed in
connection herewith shall be governed by, and construed and interpreted in
accordance with, the internal laws of the State of Indiana without reference to
the conflicts of laws principles thereof, and shall be deemed to have been
executed in the State of Delaware.
SECTION 12.9 SEVERABILITY; ERISA AND CODE CONTROL.
Notwithstanding any provision of this Agreement or the Note or any other
document executed in connection herewith, the terms and conditions of such
documents shall be interpreted and construed in a manner which is consistent and
complies with all of the provisions of ERISA, the Code and the regulations
promulgated thereunder concerning exempt loans to employee stock ownership plans
(the "Authorities"). To the extent any of the terms and conditions of either
this Agreement, the Note or any other document or instrument executed in
connection herewith shall, for any reason, be held to conflict with any
provision of the Authorities, such conflicting provision(s) shall be construed
in a manner which is consistent with the Authorities and the parties agree to
make any amendments to this Agreement, the Note and any document executed in
connection herewith, to effectuate such consistency.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
GREATBANC TRUST COMPANY, not in its
individual or corporate capacity, but solely as
trustee of the Chromcraft Revington, Inc. Employee
Stock Ownership Trust
By:
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Xxxxxxx Xxxxxx, President
CHROMCRAFT REVINGTON, INC.
By:
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Xxxxxxx X. Xxxxxx, President
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