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EXHIBIT 10.32
EMPLOYEE RELOCATION LOAN AGREEMENT
This is a LOAN AGREEMENT (the "Agreement") dated as of the (31) day of
July, 1992 between XXXX XXXXXXXXX and XXXXXXXXXX XXXXXXXXX residing at 00, xxx
Xxxxxx Xxxx, X-00000, Xxxxx, Xxxxxx (collectively the "Borrower") and X.X. Xxxxx
& Co.-Xxxx. ("Xxxxx"), a Connecticut corporation having an office at Xxx Xxxx
Xxxxxx Xxxx, Xxxx Xxxxx, Xxxxxxx 00000-0000.
1. DEFINITIONS
For the purposes of this Agreement the following defined Terms
shall have the meanings set forth in this Paragraph.
"BRIDGE NOTE" - Refers to the instrument which the Borrower signed this
day and which evidences a bridge loan in the amount of $350,000 made
this day to the Borrower by Grace (the "Bridge Loan").
"I, MINE, ME, MY MYSELF" - refer to the Borrower.
"PROPERTY" - refers to the real property including the land and the
buildings and fixtures to be constructed thereon at 0000 XX 00xx
Xxxxxx, Xxxx Xxxxx, Xxxxxxx 00000.
2. LOAN
I agree to repay the bridge loan as required by the terms of the Bridge
Note and by this Agreement.
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3. WRITTEN STATEMENT OF AMOUNT DUE
If Grace requests, in writing, a confirmation of the amount owed by me
under the Bridge Note and this Agreement, within ten (10) days after such
request, I will give Grace a signed statement confirming the amount so owed.
4. REIMBURSEMENT
If Grace has to defend its rights under the Bridge Note, or this
Agreement, then any money which Grace has to pay (including attorneys' fees and
disbursements) shall be added to the amount I owe Grace and paid by me promptly
at Grace's request with interest at a variable rate per annum which is one
percent (1%) above the rate of interest being charged from time to time by the
Chase Manhattan Bank, N.A. as its "prime rate".
5. USE OF PROCEEDS
I certify that the proceeds of the Bridge Loan shall be used only to
purchase the land and finance construction of the buildings and improvements on
the Property and that upon completion, the Property shall be my new principal
residence.
6. FILING OF TAX RETURNS
I certify that I reasonably expect to be entitled to, and will itemize
deductions on, my U.S. Federal Income Tax Return for the years in which the
bridge loan is outstanding.
7. DEFAULT
The happening of any of the following events means that I will be in
default. Grace will then have the right to require that all amounts that I owe
to Grace under the Bridge Note and this Agreement be paid in full to Grace, with
interest at a variable rate per annum which is one percent (1%)
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above the rate of interest being charged from time to time by the Chase
Manhattan Bank N.A., as its "prime rate". I will be in default:
(a) if any payment required by the Bridge Note is not made within thirty
(30) days after it is due; or
(b) if I do not comply with any term, condition or provision of this
Agreement; or
(c) if any statement or representation made by me under this Agreement is
not true or correct.
8. USURY
No matter what else is set forth in this Agreement or the Bridge Note,
if any payment by me or act by me would result in the payment of interest in
excess of the maximum amount of interest legally permissible, then my obligation
to make such payment or do such an act shall be deemed automatically reduced to
such maximum rate, so that in no event will I be obligated to make any payment,
perform any act, or promise to do (or not do) any act which would result in
payment of interest in excess of such maximum rate. Any such excess payment
shall be applied as partial prepayments of my debt.
9. SUCCESSORS AND ASSIGNS
All of my rights and obligations under this Agreement, and all of
Grace's rights and obligations under this Agreement, shall bind and benefit our
respective distributees, legal representatives, successors, heirs and assigns.
Grace retains any rights it may otherwise have that are not set forth in this
Agreement. Grace may assign this Agreement without my consent.
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10. LEGAL SERVICES
If any legal proceeding is commenced in which Grace is made a party and
which relates to this Agreement or the Bridge Note, or if an attorney, on
Grace's behalf, seeks to assert or defend Grace's rights under this Loan
Agreement, I will repay on Grace's demand all of its legal fees, costs,
expenses, disbursements and allowances. Any amounts payable to Grace under this
paragraph shall be payable with interest from the date Grace requires payment,
at a variable rate per annum which is one percent (1%) above the rate of
interest in effect from time to time by the Chase Manhattan Bank N.A. as its
"prime rate".
11. USE OF CAPTIONS
Captions are used in this Agreement only as a matter of convenience and
do not define or describe the intent of any provision.
12. FLORIDA LAW
This Agreement and all provisions hereof shall be governed by and
construed as a sealed instrument in accordance with the laws of the State of
Florida. If any terms, covenants, conditions or provisions of this Agreement or
the Bridge Note or the applicability thereof to any person or circumstance
shall, at any time or to any extent, be invalid or unenforceable, the remainder
of this instrument or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each term, covenant, condition and provision
of this Agreement or the Bridge Note shall be valid and enforceable to the
fullest extent permitted by law.
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13. MODIFICATION OF AGREEMENT
This Agreement cannot be modified without the mutual agreement in
writing of Grace and myself.
14. NOTICE
All notices and demands are to be sent by certified or registered mail,
postage prepaid, return receipt requested (i) to me at the address of the
Property set forth above, and (ii) to Grace at the address set forth above,
Attention: General Counsel. All notices shall be deemed to have been received
three (3) business days after mailing. Each party may change the address to
which communications are to be directed by giving notice to the other party in
the manner provided in this paragraph.
15. RESPONSIBLE PARTIES
If more than one person signs this Agreement, each will be fully
responsible, jointly and severally, for complying with its terms.
16. ENTIRE AGREEMENT
This Agreement and the documents referred to herein contain the entire
agreement of the parties in respect of the subject matter hereof. No
representation, promise, inducement or statement of intention has been made by
Grace which is not embodied in this Agreement or in the documents referred to
herein, and Grace shall not be bound by or liable for any alleged
representation, promise, inducement or statement of intention not set forth.
I have signed this Agreement on the date shown at the beginning of this
document.
/s/ Xxxx Xxxxxxxxx
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Witness Xxxx Xxxxxxxxx
/s/ Xxxxxxxxxx Xxxxxxxxx
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Witness Xxxxxxxxxx Xxxxxxxxx
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