Exhibit 99.10
CROSS-DEFAULT AND CROSS-COLLATERAL AGREEMENT
THIS CROSS-DEFAULT AND CROSS-COLLATERAL AGREEMENT (this
"Agreement") is made and entered into effective as of this 29th
day of September, 1999, by and between UNITED XXXXXXX CORPORATION,
a Colorado corporation ("Buyer") and PITTSFIELD MOLD & TOOL, INC.,
a Massachusetts corporation (the "Company"), XXXXXX X. XXXXXXXX
("JAK"), XXXXX X. XXXXXXXX ("XXX"), XXXXXXX X. XXXXXXXX ("BJK"),
THE XXXXX X. XXXXXXXX REVOCABLE TRUST, Xxxxx X. Xxxxxxxx and
Xxxxxxx X. Xxxxxxxx, Trustees, dated February 6, 1996 ("HAK
Trust") and THE XXXXXXX X. XXXXXXXX REVOCABLE TRUST, Xxxxxxx X.
Xxxxxxxx and Xxxxx X. Xxxxxxxx, Trustees, dated February 6, 1996,
("BJK Trust") and the XXXXXXXX FAMILY NOMINEE TRUST, Xxxxx X.
Xxxxxxxx and Xxxxxxx X. Xxxxxxxx, Trustees, under Declaration of
Trust dated February 6, 1996 and recorded with the Berkshire
County (Middle District) Registry of Deeds in Book 910, Page 800
("Family Trust") (HAK, BJK, the HAK Trust, the BJK Trust, the
Family Trust, referred to collectively as "Sellers").
PRELIMINARY STATEMENT
Buyer, Company, JAK and Sellers, as applicable, have entered into
each of the following agreements in connection with the purchase
by Buyer of all outstanding stock of Company: (i) Stock Purchase
Agreement, dated August 27, 1999 ("Stock Purchase Agreement");
(ii) $1,175,000.00 Promissory Note, of even date herewith; (iii)
Earn-Out Agreement, of even date herewith; (iv) Stock Option
Agreement, of even date herewith; (v) Employment Agreement, of
even date herewith; (vi) Stock Pledge Agreement, of even date
herewith (vii) Commercial Real Estate Mortgage and Security
Agreement, of even date herewith; (viii) Security Agreement, of
even date herewith; and (ix) $2,200,000.00 Promissory Note, of
even date herewith (items (ii) through (ix) referred to herein as
the "Ancillary Agreements").
Buyer has also agreed to deliver to Sellers a $250,000 Letter of
Credit (the "LOC") to secure its obligations under the Stock
Purchase Agreement and the Ancillary Agreements, and has agreed to
adopt certain restrictions in the Articles of Incorporation and
Bylaws of the Company (the "Corporate Restrictions").
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the undersigned
hereby agree as follows:
1. Cross-Defaults. A default by Buyer under the Stock Purchase
Agreement or any Ancillary Agreement, or an "LOC Cancellation" or
a violation of the Corporate Restrictions ("USC Default") shall
constitute a default under the Stock Purchase Agreement and all
the Ancillary Agreements. For purposes of this Agreement a LOC
Cancellation shall mean the cancellation of that certain Sun Trust
Bank Chattanooga, N.A. Irrevocable Letter of Credit No.
CHA/F080449, a copy of which is attached hereto, or the
cancellation of a "Suitable Replacement" thereto. A Suitable
Replacement shall mean a $250,000.00 letter of credit in a form
substantially the same as the Sun Trust Bank LOC, the expiration
date of which shall not occur until such date as Buyer and/or
Company have fully satisfied their financial obligations to
Sellers.
2. Cross-Collateral. The security granted by Buyer pursuant to
the Stock Pledge Agreement, the Commercial Real Estate Mortgage
and Security Agreement, the Security Agreement and the LOC shall
secure all of Buyer's obligations under the Stock Purchase
Agreement and each of the Ancillary Agreements and under the
Corporate Restrictions.
3. Remedies. In the event of any USC Default, Sellers shall be
entitled to the following remedies:
a. Such money damages from Buyer which may be available under
applicable law under either the Stock Purchase Agreement or any
Ancillary Agreement.
b. A release of Sellers' obligations under the Non-Competition
Agreements delivered by them pursuant to the Stock Purchase
Agreement.
c. enforcement and collection under the LOC in accordance with
its terms.
d. JAK shall be entitled to a release of his obligations under
his employment agreement with the Company.
e. All reasonable costs of collection and reasonable attorneys'
fees paid or incurred by Sellers in enforcing their rights
hereunder.
Neither the exercise nor the failure to exercise any of the
remedies described above will constitute an election of remedies
or limit Sellers or JAK in any manner in the enforcement of any
other remedies that may be available to them.
4. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties hereto, and their respective
successors and assigns.
5. Notices. All notices provided for herein shall be deemed to
have been duly given if and when deposited in the United States
mail with proper first class postage affixed, properly addressed
to the party for whom intended and at the party's address as
listed in the Stock Purchase Agreement referenced above or when
personally delivered to such party.
6. Entire Agreement. It is expressly agreed by and between the
parties hereto as a material consideration for the execution of
this Agreement that there are and were no verbal or written
representations, understanding, stipulations, agreements or
promises pertaining to the subject matter of this Agreement not
incorporated in writing herein. This Agreement nor any of the
provisions herein contained can be modified, terminated,
superseded, waived or extended except by an appropriate written
instrument executed by the parties hereto.
7. Governing Law. This Agreement shall be governed by, and
interpreted in accordance with, the laws of the State of Ohio.
8. Severability. Each Section of this Agreement shall be deemed
severable and if for any reason any Section or Subsection hereof
is invalid or contrary to an existing or future law, such
invalidity shall not affect the applicability or validity of any
such other provision of this Agreement.
IN WITNESS WHEREOF, this Agreement is executed as of the date
first above written.
BUYER: SELLERS:
PITTSFIELD MOLD & TOOL, INC.
By:/s/Xxxxxxx X. Xxxx III /s/ Xxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxx III Xxxxx X. Xxxxxxxx
Its President
UNITED XXXXXXX CORPORATION /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
By:/s/Xxxxxx X. Xxxxxxxxx, Xx. XXXXXXXX FAMILY NOMINEE TRUST
Xxxxxx X. Xxxxxxxxx, Xx.
Its President
By: /s/ Xxxxx X. Xxxxxxxx
JAK: Xxxxx X. Xxxxxxxx
Its: Trustee
/s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx
Its: Trustee
THE XXXXX X. XXXXXXXX
REVOCABLE TRUST
By: Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
Its: Trustee
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Its: Trustee
THE XXXXX X. XXXXXXXX
REVOCABLE TRUST
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Its: Trustee
By: /s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
Its: Trustee
