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Exhibit 10.1
LOAN AGREEMENT
This Loan Agreement, dated as of January 5, 2001, is by and between
X.X. Xxxxxxx Corporation, a Delaware corporation (the "Company"), and Xxxxxxx X.
Xxxxxxx ("Berkley").
The parties hereto agree as follows:
1. The Company hereby agrees to loan to Berkley $1,500,000.
2. The loan shall be evidenced by a recourse promissory note dated
the date of such loan in the form of Annex A attached hereto (the "Note"). The
Note shall be unsecured.
3. Berkley and the Company each hereby represents that he or it, as
the case may be, has all power and authority necessary to enter into this
Agreement and that this Agreement is valid and enforceable against Berkley or
the Company, as the case may be, in accordance with its terms.
4. If any of the following events ("Events of Default") shall occur:
(a) Berkley shall default in the payment of principal or
interest on the Note when the same shall become due and payable,
whether at maturity, by acceleration or otherwise, and such default
continues for more than ten days after receipt of written notice
from the Company; or
(b) Berkley shall file a petition seeking bankruptcy or other
similar relief or any such petition shall be filed against Berkley
and not dismissed within 60 days;
then the holder of the Note may by written notice to Berkley (or without such
notice with respect to subsection (b) above), declare the entire unpaid
principal of and the interest then accrued on the Note to be forthwith due and
payable, without other notices or demands of any kind, all of which are hereby
waived by Berkley.
5. All notices and communications provided for herein shall be
delivered or mailed by registered or certified mail, postage prepaid, or by
courier service, addressed as follows:
If to the Company:
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000-0000
Facsimile No.: (000) 000-0000
Attention: Chief Financial Officer
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If to Berkley:
c/o X.X. Xxxxxxx Corporation
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000-0000
or to such other address or to the attention of such other person as the
recipient party shall have specified.
6. No delay on the part of the Company in exercising any right,
power or privilege hereunder or in respect hereof shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
privilege preclude other or further exercise thereof or the exercise of any
other right, power or privilege.
7. This Agreement and the Note shall be governed by and interpreted
and enforced in accordance with the laws of the State of Delaware without giving
effect to the choice of law provisions thereof.
8. This Agreement shall be binding upon the successors and assigns
of the parties hereto.
9. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original and all of which together shall be
considered one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date and year first above written.
X.X. XXXXXXX CORPORATION
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Senior Vice President
/s/ Xxxxxxx X. Xxxxxxx
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XXXXXXX X. XXXXXXX
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ANNEX A
TO LOAN AGREEMENT
PROMISSORY NOTE
$1,500,000 January 5, 2001
FOR VALUE RECEIVED, Xxxxxxx X. Xxxxxxx ("Maker" or "Berkley") hereby
promises to pay to the order of X.X. Xxxxxxx Corporation, a Delaware
corporation (the "Company"), at 000 Xxxxx Xxxxxx, Xxxxxxxxx, Connecticut, or at
such other address as the Company or the holder or this Note shall have given
to the Maker, the principal sum of One Million Five Hundred Thousand Dollars
($1,500,000) on June 1, 2001, together with interest, at the minimum rate which
can be charged without causing this obligation to be treated as a "below market
loan" for purposes of Section 7872 of the Internal Revenue Code of 1986, as
amended.
Payments of principal and interest shall be made in such currency of
the United States as at the time of payment shall be legal tender for the
payment of public and private debts.
This Note evidences a recourse loan made by the Company under the
Loan Agreement, dated as of the date hereof, between the Company and the Maker
(the "Agreement"), which provides, among other things, for the acceleration of
the maturity of this Note following an Event of Default, on the terms set forth
in the Agreement.
This Note may be prepaid in whole or in part at any time and from
time to time without penalty or premium.
The Maker hereby waives presentment, demand, protest, notice of
protest, notice of dishonor of this Note and all other demands and notices in
connection with the delivery, acceptance, performance and enforcement of this
Note.
This Note shall be governed by and interpreted and enforced in
accordance with the laws of the State of Delaware without giving effect to the
choice of law provisions thereof and shall be binding upon the heirs or legal
representatives of the Maker and shall inure to the benefit of the successors
and assigns of the Company.
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. XXXXXXX
