Exhibit 99.20
STANDBY AND SUBORDINATION AGREEMENT
For valuable consideration, receipt of which is hereby
acknowledged, and in consideration of the loans made this date by
BERKSHIRE BANK, of 00 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx
00000 (the "Bank") to PITTSFIELD MOLD & TOOL, INC., of 00 Xxxxx
Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000 (the "Borrower")
in the amounts of $2,500,000.00 and $1,900,000.00, the
undersigned, XXXXX X. XXXXXXXX AND XXXXXXX X. XXXXXXXX, TRUSTEES
OF THE XXXXXXXX FAMILY NOMINEE TRUST, XXXXX X. XXXXXXXX, XXXXXXX
X. XXXXXXXX, XXXXX X. XXXXXXXX AND XXXXXXX X. XXXXXXXX, TRUSTEES
OF THE XXXXX X. XXXXXXXX REVOCABLE TRUST, and XXXXX X. XXXXXXXX
AND XXXXXXX X. XXXXXXXX, TRUSTEES OF THE XXXXXXX X. XXXXXXXX
REVOCABLE TRUST, agrees as follows:
1. The undersigned hereby subordinates all indebtedness
of the Borrower to the undersigned evidenced by $1,750,000.00 and
$2,200,000.00 promissory notes of even date herewith (the
"Subordinated Indebtedness"), to any and all indebtedness now or
hereafter extended to and owed by the Borrower to the Bank (the
"Senior Indebtedness"), and agrees not to demand, accept or
receive any payment of principal upon account of the Subordinated
Indebtedness, or any collateral therefore, without the approval in
advance and in writing by the Bank, such approval to be exercised
and given by the Bank in its sole and exclusive discretion.
Notwithstanding the foregoing, so long as the Borrower shall not
be in default of its obligation to the Bank pursuant to (a)
promissory notes in the face amount of $2.5 million and $1.9
million, respectively, of even date, or (b) any other obligation
to the Bank now or hereafter existing, the undersigned may collect
scheduled installment payments, but may not collect any pre-
payment of principal or accelerate the Subordinated Indebtedness
without the Bank's prior written approval, such approval to be
exercised and given by the Bank in its sole and exclusive
discretion, unless the source of such payment is that certain
Standby Letter of Credit issued on behalf of United Xxxxxxx
Corporation to Xxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx, Trustees
of The Xxxxxxxx Family Nominee Trust by First Citizens Bank, dated
September 24, 1999 in the face amount of $250,000.00.
2. In order to carry out the terms and the intent of this
Agreement more effectively, the undersigned will do all acts and
execute all further instruments necessary or convenient to
preserve for the Bank the benefit of this Standby and
Subordination Agreement.
3. No action which the Bank, or the Borrower with the
consent of the Bank, may take or refrain from taking with respect
to any Senior Indebtedness, or any note or notes representing the
same, or any collateral therefor, including a waiver or release
thereof, or any agreement or agreements (including guaranties) in
connection therewith, shall affect this Standby and Subordination
Agreement or the obligations of the undersigned hereunder. If any
Senior Indebtedness shall be extended or renewed, the provisions
of this Standby and Subordination Agreement shall apply to said
extended or renewed indebtedness.
4. No waiver shall be deemed to be made by the Bank of
any of its rights hereunder unless the same shall be in writing
and such a waiver, if any, shall be a waiver only with respect to
the specific instance involved, and it shall in no way impair the
Bank's rights or the undersigned's obligations to it in any other
respect or at any other time.
5. This Standby and Subordination Agreement shall bind
the undersigned and the undersigned's successors, assigns and
legal representatives and shall inure to the benefit of the Bank
and its successors and assigns.
6. The undersigned further agrees that its mortgage on
the real property of the Borrower and its security interest on the
personal property of the Borrower securing the Subordinated
Indebtedness shall in all respects be junior to the mortgage and
security interest of the Bank, even if the Bank's security
interest shall lapse through inadvertence or otherwise, of if
financing statements or mortgages shall be filed or recorded in
the incorrect order (in which event, the undersigned will execute
such documents as shall be required by the Bank to confirm the
Bank's senior security interest and mortgage as aforesaid until
the Senior Indebtedness is paid in full.
Signed and sealed this 29th day of September, 1999.
XXXXXXXX FAMILY NOMINEE TRUST
________________________________ By:/s/Xxxxx X. Xxxxxxxx
Witness -------------------------
Xxxxx X. Xxxxxxxx, Trustee
________________________________ By:/s/Xxxxxxx X. Xxxxxxxx
Witness -------------------------
Xxxxxxx X. Xxxxxxxx, Trustee
________________________________ By:/s/Xxxxx X. Xxxxxxxx
Witness -------------------------
Xxxxx X. Xxxxxxxx
________________________________ By:/s/Xxxxxxx X. Xxxxxxxx
Witness -------------------------
Xxxxxxx X. Xxxxxxxx
THE XXXXX X. XXXXXXXX REVOCABLE
TRUST
________________________________ By:/s/Xxxxx X. Xxxxxxxx
Witness -------------------------
Xxxxx X. Xxxxxxxx, Trustee
________________________________ By:/s/Xxxxxxx X. Xxxxxxxx
Witness -------------------------
Xxxxxxx X. Xxxxxxxx, Trustee
THE XXXXXXX X. XXXXXXXX
REVOCABLE TRUST
________________________________ By:/s/Xxxxx X. Xxxxxxxx
Witness -------------------------
Xxxxx X. Xxxxxxxx, Trustee
________________________________ By:/s/Xxxxxxx X. Xxxxxxxx
Witness -------------------------
Xxxxxxx X. Xxxxxxxx, Trustee
The Borrower above-named hereby acknowledges notice of the
within and foregoing and agrees to be bound by all the terms,
provisions and conditions thereof.
PITTSFIELD MOLD & TOOL, INC.
_________________________ By:/s/Xxxxxxx X. Xxxx, III
Witness -------------------------
Xxxxxxx X. Xxxx, III, President
and Treasurer
