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EXHIBIT 99.2
ESOP LOAN AGREEMENT
THIS ESOP LOAN AGREEMENT (the "Agreement") dated as of
January 29, 1999, between
REPUBLIC BANCORP, INC.
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000 ("the "Lender")
and
REPUBLIC BANCORP, INC.
EMPLOYEE STOCK OWNERSHIP TRUST, a qualified employee stock ownership
trust 000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000 (the "Borrower")
RECITALS
A. The Borrower is a qualified employee stock ownership trust as
defined in sections 401(a) and 4975(e)(7) of the Internal Revenue Code of 1986,
as amended (the "Code").
B. The Borrower desires to obtain from the Lender a term loan in the
amount of $3,873,000.00 (the "Exempt Loan") for the purpose of funding the
acquisition of 300,000 shares of Class A Common Stock of Republic Bancorp, Inc.
C. The Exempt Loan is intended to be an "exempt loan" as defined in
Treas. Reg. Section 54.4975-7(b)(1)(iii).
D. The Lender is willing to make the Exempt Loan to the Borrower in
accordance with the terms and conditions of this Agreement.
AGREEMENTS
SECTION 1 - DEFINITIONS
As used in this Agreement, the terms and phrases defined in
the preamble and Recitals hereto shall have the meanings given them there, and
the following terms and phrases shall have the following meanings:
"Annual Interest Rate" means the annual interest rate of 7.25 percent.
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"Common Stock" means the Class A Common Stock of Republic Bancorp, Inc.
"ESOP" means the Republic Bancorp, Inc. Employee Stock Ownership Plan,
as originally effective January 1, 1999. The Borrower was organized as a part of
the ESOP effective January 1, 1999.
"ESOP Note" means that certain ESOP Promissory Note of even date
herewith made by the Borrower payable to the order of the Lender, in the
principal amount of $3,873,000.00, evidencing Borrower's obligation to repay the
Exempt Loan, and any instrument in renewal, replacement, reissuance, extension,
payment or novation of that ESOP Note.
"Event of Default" shall have the meaning given it in Section 8.1 of
this Agreement.
"Exempt Loan" means the unpaid principal balance of, and all accrued
but unpaid interest on, the term loan made by the Lender to Borrower pursuant to
Section 2 of this Agreement.
"Loan Documents" means this Agreement, the ESOP Note, the Stock Pledge
Agreement, and any other documents, instruments or other writings executed in
connection with this Agreement or the transaction contemplated by this
Agreement.
"Person" means any individual, firm, trust, estate, partnership,
corporation or other association.
"Pledged Stock" means shares of the issued and outstanding Common Stock
owned by the Trustee in its capacity as trustee for the Borrower and pledged to
the Lender as security for the Exempt Loan.
"Stock Pledge Agreement" means that certain Stock Pledge Agreement of
even date herewith between the Borrower and the Lender granting Lender a first
priority security interest in the Pledged Stock.
"Trustee" means as of the date of this Agreement, Republic Bank & Trust
Company, solely in its capacity as Trustee of the Borrower, and any additional
or successor trustees who may be appointed hereafter.
"Uniform Commercial Code" means the Uniform Commercial Code as in
effect in the Commonwealth of Kentucky.
"Unmatured Default" means the happening of any occurrence which,
together with the giving of any required notice or the passage of any required
period of time, would constitute an Event of Default.
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SECTION 2 - THE EXEMPT LOAN
2.1 THE AMOUNT. Subject to the terms and conditions of this Agreement,
the Lender shall make a term loan to the Borrower in the principal sum of
$3,873,000. The Exempt Loan shall be evidenced by and shall be payable in
accordance with the terms of the ESOP Note and the terms and conditions of this
Agreement.
2.2 INTEREST ON THE EXEMPT LOAN. Except as provided by section 9 of
this Agreement, the unpaid principal balance of the Exempt Loan shall bear
interest at the Annual Interest Rate. All interest payable on the Exempt Loan
shall be calculated on the basis of the actual number of days elapsed over an
assumed year of 360 days.
2.3 PURPOSES OF EXEMPT LOAN. Borrower shall use the proceeds of the
Exempt Loan solely to acquire 300,000 shares of Common Stock from Xxxxxxx Xxxxxx
and Bankers Insurance Agency, Inc.
SECTION 3 - PAYMENT OF THE LOAN
3.1 PAYMENTS OF PRINCIPAL AND INTEREST. Borrower shall pay to the
Lender, the principal sum of $3,873,000, plus interest on the principal balance
outstanding from time to time at the annual rate of 7.25 percent from the date
of this Note, as follows: (a) Payments shall be in 119 consecutive monthly
installments, (b) the first installment in the amount of $48,069.95 shall be due
and payable on March 1, 1999, and (c) the remaining installments of $45730.01
each shall be due and payable on the first day of each subsequent month until
the entire principal balance of, and all accrued but unpaid interest on, this
Note has been paid in full. All payments shall be applied first to the accrued
but unpaid interest on the Exempt Loan and then to reduce the outstanding
principal balance of the Exempt Loan. On January 1, 2009, Borrower shall pay to
Lender the entire outstanding principal balance of, and all accrued interest on,
the Exempt Loan.
3.2 PREPAYMENT. Borrower shall have the right to prepay, at any time,
and from time to time, without penalty or premium, all or any part of the
outstanding principal balance of the Exempt Loan. Each prepayment shall be
applied first to the accrued but unpaid interest on the Exempt Loan and then to
reduce the outstanding principal balance of the Exempt Loan. If any prepayment
prepays less than the entire outstanding principal balance of the Exempt Loan,
Borrower shall continue to pay any principal and/or interest payments due
hereunder in the amounts and on the dates provided in this Agreement until the
entire principal balance of, and all accrued but unpaid interest on, the Exempt
Loan have been paid in full. Any such prepayment shall be applied to reduce the
principal payments due under the Exempt Loan in the reverse order of their
maturity, and the effect of any such prepayment shall be to reduce the number of
principal payments due under the Exempt Loan.
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SECTION 4 - SECURITY FOR THE EXEMPT LOAN
4.1 STOCK PLEDGE AGREEMENT. As security for the Exempt Loan, the
Borrower shall grant to the Lender a first priority security interest in the
Pledged Stock pursuant to the Stock Pledge Agreement.
4.2 NONRECOURSE TO BORROWER. Notwithstanding any other provision of
this Agreement, the Lender shall have no recourse against the Trustee or the
Borrower, except as to such assets of the Borrower as are permitted by law;
provided, however, the Borrower shall be liable to the Lender if it fails or
refuses to make timely payment on the ESOP Note when it has sufficient funds
with which to do so.
SECTION 5 - CONDITIONS PRECEDENT
The Lender's obligation to make the Exempt Loan shall be
conditioned upon fulfillment of all the following conditions prior to the making
of the Exempt Loan:
5.1 CERTIFICATES OF RESOLUTION. Borrower shall have furnished the
Lender with a certified copy of the resolution of the Investment Committee of
the Borrower authorizing the execution, delivery and performance of the Loan
Documents on behalf of Borrower.
5.2 EXECUTED AGREEMENTS. The Borrower shall have executed and delivered
this Agreement and each of the other Loan Documents, including, without
limitation, the ESOP Note and the Stock Pledge Agreement.
5.3 NO DEFAULT. No Event of Default or Unmatured Default shall exist
which has not been cured to the satisfaction of the Lender.
SECTION 6 - REPRESENTATIONS AND WARRANTIES
To induce the Lender to enter into this Agreement, Borrower
represents and warrants to the Lender as follows:
6.1 EXISTENCE. Borrower is an employee stock ownership trust
established by Republic Bancorp, Inc. that is part of the ESOP, and is an exempt
organization under Section 501(a) of the Code. The ESOP is qualified , organized
and operated in accordance with Sections 401(a) and 4975(e)(7) of the Code.
6.2 RIGHT TO ACT. No registration with or consent or approval of any
government agency of any kind is required for the execution, delivery,
performance and enforceability of this Agreement and the other Loan Documents by
Borrower which has not been acquired by Borrower. Borrower has full right, power
and capacity to execute, deliver and perform this Agreement and the other Loan
Documents. This Agreement and the other Loan Documents have been duly executed
and delivered
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and constitute legal, valid and binding obligations enforceable against Borrower
in accordance with their respective terms.
6.3 NO CONFLICTS. The execution and delivery of this Agreement and the
other Loan Documents, the consummation of the transactions contemplated thereby,
and the fulfillment of their obligations and undertakings thereunder by Borrower
do not (a) violate any provision of any applicable law, ordinance, rule or
regulation of any governmental body, or any judgment, decree, writ, injunction,
order or award of any arbitration panel, court or governmental authority
applicable to the Borrower, or (b) otherwise constitute a default, or result in
the imposition of any lien, under any existing contract or other obligation
binding upon Borrower with or without the passage of time or the giving of
notice or both.
6.4 LITIGATION. There is no litigation, at law or in equity, or any
proceeding before any federal, state or municipal court, board or other
governmental or administrative agency pending, or to the knowledge of Borrower,
threatened, which might involve any material judgment or liability against
Borrower or which might otherwise result in any material adverse change in the
financial condition of Borrower. No judgment, decree or order of any federal,
state or municipal court, board or other governmental or administrative agency
has been issued against Borrower.
6.5 NO DEFAULTS. No Event of Default or Unmatured Default exists on the
date of this Agreement, nor will any Event of Default or Unmatured Default begin
to exist immediately after the execution and delivery of this Agreement.
6.6 COMPLIANCE WITH LAWS. Borrower has not violated any applicable
statute, regulation or ordinance of the United States of America or of any
state, municipality or any other subdivision, jurisdiction or agency thereof, in
any respect materially adversely affecting Borrower's property, assets or
condition, financial or otherwise.
6.7 USE OF EXEMPT LOAN PROCEEDS. The proceeds of the Exempt Loan shall
be used solely to acquire 300,000 shares of Common Stock from Xxxxxxx Xxxxxx and
Bankers Insurance Agency, Inc.
SECTION 7 - COVENANTS
Borrower covenants and agrees that during the term of this
Agreement, it shall comply with all of the following provisions:
7.1 TAXES AND OTHER PAYMENT OBLIGATIONS.
(a) Borrower shall pay and discharge, or cause to be paid and
discharged, before any of them become delinquent, all taxes, assessments,
governmental charges, levies, and claims which if unpaid might become a lien or
charge upon any of the Borrower's property, and all of its other debts,
obligations and liabilities as due and payable.
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(b) Borrower may refrain from paying any amount it would be
required to pay pursuant to this section if the validity or amount thereof is
being contested in good faith by appropriate proceedings timely instituted which
shall operate to prevent the collection or enforcement of the obligation
contested, provided that, if requested by the Lender in writing, Borrower shall
set aside on its books and records appropriate reserves with respect to actions
against Borrower.
7.2 FINANCIAL RECORDS. Borrower shall maintain standard systems of
accounting in which true and complete entries shall be made of all dealings or
transactions in relation to its business and affairs in accordance with
generally accepted accounting principles applied on a basis consistent with
prior years and, without limitation, making appropriate accruals for estimated
contingent losses and liabilities.
7.3 EXISTENCE. Borrower shall preserve its existence as an exempt
organization under section 501(a) of the Code that is part of the ESOP and that
is a qualified employee stock ownership trust under sections 401(a) and
4975(e)(7) of the Code.
7.4 NOTICE REQUIREMENTS. Borrower shall notify the Lender in writing of
the occurrence of any of the following:
(a) Any Event of Default or Unmatured Default.
(b) All events of default or any event that would become an
event of default upon notice or lapse of time or both under any of the terms or
provisions of any note, or of any other evidence of indebtedness or agreement or
contract governing the borrowing of money, of Borrower.
(c) Levy of an attachment, execution or other process against
any of the property or assets of Borrower.
(d) Within 30 days after Borrower knows or has reason to know
that (1) a "prohibited transaction" with respect to the ESOP has occurred, (2)
the ESOP has been disqualified for federal income tax purposes, or (3) any
litigation regarding the ESOP is threatened or instituted, the Trustee shall
provide to the Lender a written statement setting forth details of such
prohibited transaction, disqualification or litigation and the action being or
proposed to be taken with respect thereto, together with copies of any notices,
applications or forms submitted to the Internal Revenue Service or the United
States Department of Labor, and copies of any notices or correspondence received
from the Internal Revenue Service or the United States Department of Labor, and
copies of any pleadings, notices or other documents relating to such litigation.
7.5 COMPLIANCE WITH LAW. Borrower shall comply in all material respects
with all valid and applicable statutes, rules and regulations of the United
States of America, of the states thereof and their counties, municipalities and
other subdivisions and of any other jurisdiction applicable to Borrower
including, without limitation, all applicable federal, state and local laws and
regulations
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the noncompliance with which would have a material adverse effect on the
Borrower or its ability to perform its obligations hereunder.
7.6 LIENS. Except for liens permitted in this Agreement, Borrower shall
not (a) create or incur any encumbrance, mortgage, pledge, lien, charge,
restriction or other security interest of any kind upon any of Borrower's
property or assets of any character, whether owned or held on the date of this
Agreement or acquired thereafter, or upon the income or profits therefrom, or
(b) transfer any such property or assets or the income or profits therefrom for
the purpose of subjecting the same to payment of indebtedness or performance of
any other obligation.
SECTION 8 - DEFAULT AND REMEDIES
8.1 EVENTS OF DEFAULT. Each of the following shall constitute an "Event
of Default" under this Agreement:
(a) FAILURE TO PAY. If Borrower fails to pay in full when
due any installment of principal or interest on the Note.
(b) NOTICE. If Borrower fails to observe, perform or comply
with any term, obligation, covenant, agreement, condition or other provision
contained or referred to in this Agreement, and such failure or event shall not
have been fully corrected within 30 days after the Lender has given written
notice thereof to Borrower.
(c) FALSITY OF REPRESENTATION OR WARRANTY. If any
representation or warranty or other statement of fact contained in this
Agreement or any other Loan Document or in any writing, certificate, report or
statement at any time furnished to the Lender by or on behalf of Borrower shall
be false or misleading in any material respect or shall omit a material fact,
whether or not made with knowledge.
(d) SOLVENCY.
(1) If Borrower, (A) admits in writing its inability
to pay its debts generally as they become due, (B) becomes insolvent in that its
total assets are in the aggregate worth less than all of its liabilities or it
is unable to pay its debts generally as they become due, (C) makes a general
assignment for the benefit of creditors, (D) files a petition or admits (by
answer, default or otherwise) the material allegations of any petition filed
against it, in bankruptcy under the Federal bankruptcy laws (as in effect on the
date of this Agreement or as they may be amended from time to time), or under
any other law for the relief of debtors, or for the discharge, arrangement or
compromise of its debts, or (E) consents to the appointment of a receiver,
conservator, trustee or liquidator of all or part of its assets.
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(2) If a petition shall have been filed against
Borrower in proceedings under the federal bankruptcy laws (as in effect on the
date of this Agreement or as they may be amended from time to time), or under
any other laws for the relief of debtors, or for the discharge, arrangement or
compromise of its liabilities, or an order shall be entered by any court of
competent jurisdiction appointing a receiver, conservator, trustee or liquidator
of all or part of the assets of any of them, and such petition or order is not
dismissed or stayed within 60 consecutive days after entry thereof.
(e) TERMINATION OF ESOP. If the Borrower shall cease to
exist as an exempt organization under section 501(a) of the Code or if the ESOP
shall cease to qualify as an employee stock ownership plan under section 401(a)
or section 4975(e)(7) of the Code.
8.2 REMEDIES UPON DEFAULT. Upon the occurrence of any Event of Default,
and at any time thereafter, the Lender shall have all of the following rights
and remedies (except as limited by Section 8.3) and it may exercise one or more
of them singly or in conjunction with others:
(a) ENFORCEMENT OF RIGHTS. The Lender shall have all of its
rights under this Agreement, the Stock Pledge Agreement and the ESOP Note, and
the right to proceed to protect and enforce its rights by suit in equity, action
at law and/or any other appropriate proceedings either for specific performance
of any covenant or condition contained in this Agreement or in any other Loan
Document, or in aid of the exercise of any power granted in this Agreement or in
any other Loan Document.
(b) RIGHT TO RECOVER EXPENSES. The Lender shall have the
right to recover from Borrower to the extent allowable by applicable law, such
amounts as shall be sufficient to reimburse the Lender fully for all of its
costs and expenses incurred in enforcing its rights and remedies under this
Agreement and any other Loan Documents, including, without limitation, the
Lender's reasonable attorneys' fees and court costs.
(c) CUMULATIVE REMEDIES. All of the rights and remedies of
the Lender upon the occurrence of an Event of Default shall be cumulative to the
greatest extent permitted by law, may be exercised successively or concurrently,
from time to time, and shall be in addition to all of those rights and remedies
afforded the Lender at law, in equity, or in bankruptcy. Notwithstanding the
foregoing, the Lender shall be entitled to recover from Borrower from the
cumulative exercise of all remedies an amount no greater than the sum of (1) the
outstanding principal amount of the Exempt Loan, (2) all accrued but unpaid
interest with respect to the principal amount of the Exempt Loan, (3) any other
amounts that Borrower is required by this Agreement to pay to the Lender (for
example, and without limitation, the reimbursement of expenses and legal fees),
and (4) any costs, expenses or damages which the Lender is otherwise permitted
to recover by the terms of this Agreement. Any exercise of any right or remedy
shall not be deemed to be an election of that right or remedy to the exclusion
of any other right or remedy.
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8.3 LIMITATIONS ON REMEDIES UPON DEFAULT. Any provision of this
Agreement, the ESOP Note, the Stock Pledge Agreement or any provision or
inference of or from any law, rule or regulation to the contrary
notwithstanding, the obligations of the Borrower described herein and evidenced
by the ESOP Note shall be non-recourse, and if an Event of Default shall occur,
the holder of the ESOP Note shall have no right to assets of the Borrower other
than (a) the Pledged Stock, (b) contributions (other than
contributions of employer securities as defined in Section 409(1) of the Code)
that are made to the ESOP to meet Borrower's obligations under the ESOP Note and
the Agreement (the "Contributions"); and (c) earnings attributable to the
Pledged Stock and the investment of the Contributions.
SECTION 9 - MISCELLANEOUS
9.1 INDEMNIFICATION BY BORROWER. To the extent allowable by applicable
law, Borrower shall indemnify and hold the Lender harmless from and against, and
shall pay to the Lender, the full amount of, any loss, claim, damage, liability
or expense (including attorneys' fees and legal expenses) resulting to the
Lender, either directly or indirectly, from (a) any material breach of or
inaccuracy in any of the representations and warranties of Borrower contained in
this Agreement or any other Loan Document, or (b) any breach, nonfulfillment or
default in the performance of any of the covenants and agreements of Borrower
contained in this Agreement or any other Loan Document.
9.2 FEES AND EXPENSES. To the extent allowable by applicable law,
Borrower shall pay to the Lender upon demand all out-of-pocket expenses incurred
by the Lender in connection with the collection and enforcement of the Exempt
Loan, including, but not limited to, the Lender's reasonable attorneys' fees,
and any and all reasonable costs and fees incurred in connection with the
recording or filing of any documents or instruments in any public office,
pursuant to or as a consequence of this Agreement, or to perfect or protect any
security for the Exempt Loan.
9.3 TERM OF AGREEMENT. The term of this Agreement shall commence as of
the date hereof, and continue until the first date when the Exempt Loan and all
accrued but unpaid interest thereon shall have been paid in full, and Borrower
shall have paid or performed all other obligations hereunder and under the other
Loan Documents.
9.4 ESOP RULES. Notwithstanding any other provision of this Agreement,
the following rules shall apply to the Exempt Loan: (1) The loan must provide
for annual payment of principal and interest at a cumulative rate that is not
less rapid at any time than level annual payments of such amounts for 10 years.
(2) Interest included in any payment is disregarded only to the extent that it
would be determined to be interest under standard loan amortization tables. (3)
The Exempt Loan shall not be renewed, extended, or refinanced if the sum of the
expired duration of the Exempt Loan, the renewal period, the extension period,
and the duration of a new exempt loan would exceed ten years.
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9.5 NO WAIVERS. Any failure or delay by the Lender in exercising any of
its rights with respect to this Agreement, any other Loan Document or the
transactions contemplated thereby shall not be deemed to be or operate as a
waiver of that right, nor shall any right be exclusive of any other right
referred to in this Agreement, or in any other Loan Document or available at law
or in equity, by statute or otherwise. Any single or partial exercise of any
right shall not preclude the further exercise of that right. Every right of the
Lender shall continue in full force and effect until such right is specifically
waived in a writing signed by the Lender seeking to waive such right.
9.6 COURSE OF DEALING. No course of dealing between the Lender and
Borrower shall operate as a waiver of any of the Lender's rights with respect to
this Agreement, any other Loan Document or the transactions contemplated
thereby.
9.7 WAIVERS BY BORROWER. Borrower hereby waives, to the extent
permitted by applicable law, (a) all presentments, demands for performances,
notices of nonperformance (except to the extent specifically required by this
Agreement), protests, notices of protest and notices of dishonor in connection
with the ESOP Note, (b) any requirement of diligence or promptness on the part
of the Lender in enforcement of its rights under this Agreement or any other
Loan Document, and (c) any requirement of marshaling assets or proceeding
against Persons or assets in any particular order.
9.8 SEVERABILITY. If any provision of this Agreement or its application
shall be unenforceable, the rights and obligations of the parties shall be
construed and enforced with that provision limited so as to make it enforceable
to the greatest extent allowed by law, or, if it is totally unenforceable as if
this Agreement did not contain that particular provision.
9.9 TIME OF THE ESSENCE. Time shall be of the essence in the
performance of all of Borrower's obligations under this Agreement and the other
Loan Documents.
9.10 BENEFIT AND BINDING EFFECT. This Agreement shall inure to the
benefit of, and be binding upon Borrower, its respective heirs, executors,
successors and assigns and any Person claiming by, through or under any of them.
Notwithstanding the next preceding sentence, the Lender shall, and Borrower
shall not, have the right to assign any of its benefits or obligations under
this Agreement. Any attempted assignment by Borrower shall constitute an Event
of Default under this Agreement and shall be null and void.
9.11 FURTHER ASSURANCES. Borrower shall sign such financing statements
or other documents or instruments as the Lender may request from time to time to
more fully create, perfect, continue, maintain or terminate the rights and
security interests intended to be granted or created pursuant to this Agreement
or any other Loan Document.
9.12 ENTIRE AGREEMENT; NO ORAL MODIFICATIONS. This Agreement, any
schedules and annexes hereto, and the other Loan Documents constitute the entire
agreement of the parties with respect to the subject matter hereof, and
supersede all prior understandings with respect to the subject matter of this
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Agreement. No change, modification, addition or termination of this Agreement or
any other Loan Document shall be enforceable unless in writing and signed by the
party against whom enforcement is sought.
9.13 HEADINGS. The headings used in this Agreement are included for
ease of reference only and shall not be considered in the interpretation or
construction of this Agreement.
9.14 CONSTRUCTION.
(a) This Agreement and the other Loan Documents shall be
governed and construed in accordance with the laws of the Commonwealth of
Kentucky except to the extent preempted by Federal law.
(b) The Lender and the Borrower intend that (1) the Exempt
Loan shall qualify as an "exempt loan" as defined in Treas. Reg. Section
54.4975-7(b)(1)(iii); and (2) the Borrower shall meet the requirements of
Section 4975(e)(7) of the Code and Section 407(d)(6) of ERISA; and
notwithstanding any provision of this Agreement, the applicable provisions of
the Code and ERISA, and the regulations thereunder, shall be deemed incorporated
in this Agreement to the extent necessary to carry out that intent.
(c) No provision of this Agreement shall be construed to have
a meaning that results in, or if the provision is unambiguous, it shall not be
enforced to the extent it would result in (1) the failure of the Exempt Loan to
qualify as an "exempt loan" as defined in Treas. Reg. Section
54.4975-7(b)(1)(iii); or (2) failure of the Borrower to meet the requirements of
Section 4975(e)(7) of the Code and Section 407(d)(6) of ERISA.
9.15 MULTIPLE COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which so executed shall be deemed an original,
and such counterparts together shall constitute but one and the same contract,
which shall be sufficiently evidenced by any such original counterpart.
9.16 NOTICES.
A. REASONABLE NOTICE. Any requirement of the Uniform
Commercial Code or other applicable law of reasonable notice shall be met if
such notice is given at least 10 days before the time of sale, disposition or
other event or thing giving rise to the requirement of notice.
B. ADDRESSES. All notices or communications under this
Agreement shall be in writing (except as provided by Section 8 of this
Agreement) and mailed or delivered to the parties at the addresses given in the
preamble to this Agreement or to such other addresses of which a party has given
the other parties written notice. Any notice or communication so addressed and
(1) mailed to such address by registered mail, return receipt requested, postage
prepaid, shall be deemed to have been given when mailed or (2) delivered to a
small package air courier offering service to the address
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of the intended recipient and the shipping prepaid shall be deemed to have been
given when delivered to such courier.
IN WITNESS WHEREOF, the Lender and Borrower have executed this
Agreement on January 29, 1999.
REPUBLIC BANCORP, INC.
By /S/ XXXX X. XXXX
Title: S.V.P.
("Lender")
REPUBLIC BANCORP, INC. EMPLOYEE STOCK
OWNERSHIP TRUST, by Republic Bank & Trust
Company, solely in its capacity as Trustee
By /S/ E. XXXXXXX XXXXXX
Title: Executive Vice President
("Borrower")
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