Document 4vy7gopaVwJEorD5OxeqZ5R9R

Lil II PLAINTIFF'S EXHIBIT ACREEMEiST AGREEMENT made this 15th day of August; 1966.. among D.v.s*a Corporation*^ hereinafter rtierred to' as `Buyer"), a corporation organized andexisting under .the laws of the Commonwealth of: Virginia.* Victor Manufacturing Jc Gasket/ CosipanV;'(i.ercinafter /referredto' corporation organized and existing under the laws of the State of Illinois; such of.the direct or beneficial' ^ers of issued and outstanding shares of capital stock of Victor as. shall have executed counterparts of this' Agreement as provided in Paragraph-21' hereof (hereinafter referred:to as th'e'"Stockholders")'; George g. Victor and Orrin. VV. Clifton (hereinafter referred to as the "Management Stockholders"); and. (Jeorce E. Victor. Chairman of the. Board.of Victor. Orrih W. Clifton, President of Victor and \VaYNe D. Neathery, Vice Chairman of the Board of Victor- (hereinafter referred, as to the "Principal Officers"). .. / ; , -'. - ; ' /'-.' . / .'Whereas, each of the-Stockholders desires td sell tp Buyer ail of the'issued and .outstanding shares of Common Stock, par value $10 per share, and. Preferred Stock, pair, value $100 per'share, of Victor' directly: or beneficially owned bysuch Stockholder,.the-respective.numbers of such shares so owned being set forth opposite the.signaturfc(s) of such; Stockholder on the counterparts of this Agreement executed, by such Stockholder .(all. the shares'of Common Stock arid Preferred'Stock of Victor set forth opposite the signatures of all the Stockholders On all counterparts of this. Agreement being hereinafter sometimes, col lectively referred to as the-"Slock"), and Buyer desires'.to purchase the Stock,'all upon the terms, and subject to die conditions hereinafter set forth; ' . . . .V '' Now, THEREFORE, IT IS AGREED AS FOLLOWS: -' .. ARTICLE I Purchase of Stock 1. Upon'and subject to the terms and conditions hereinafter stated. Buyer-agrees to purchase from, each of the Stockholders, severally, and each of the Stockholders, severally, agrees to sell and to transfer... convey; and'assign or cause to'be transferred, conveyed and assigned to Buyer, all the shares of .Coiririion /Stock-and-Preferred Stock of Victor: set. forth opposite the'signature (s) of ..such Stockholder on the. /counterparts of this. Agreement executed by such Stockholder, free.and clear..'of'all liens, claims,-.charges/ ;encumbrances,restricuonst.anddefectsintitle.,v/.'= : V- / \ 2. - The purchase price per share of Common' Stock.of Victor' purchased by- Buyer hereunder shall ' be 566US3542, and the purchase price per share of Preferred Stock of Victor purchased by Buyer hereunder shall be.$lQ0.00, payable either in whole at the Closing Date hereinafter defined, or in part at die Closing Date, in part one year after the Closing Date and in part two years after the Closing Date, a indicated opposite the aforesaid signature's)- of such Stockholder.. ' ' . .- - \. ' ' 3. The gross ambtmt/du'eotd/och/S'toricholder.^^ on-the posing.'Date\(soriieiime5-.h'eiri referred" to as an "initial payment"), is indicated opposite the aforesaid signature(s) of such Stockholder and slialf be paid by Buyer by (i). delivery to such Stockholder or such Stockholder's representative Or agent of a certified check drawn on. or a bank .cashier's or official bank check of, a -Toledo clearing house. bank, payable in the amount of .the "Net initial payment" indicated opppsite. such signature(s) to the order of such Stockholder; and. "(u) delivery to Messrs; Seyiartli, Sliaw, Fairweathcr S: Geraldson, counsel for . the Stockholders, of a similar type check payable in the amount of die "Share' of Expenses" indicated opposite such signature(s)- to. the order Of such counsel, "for the purpose of payment or expenses o: the >ale of the Stock, including accountants' and attorneys' fees arid exposes (it being understood that Buyer shall have no obligation lo Jook to or responsibility for the application of any amounts so paid to Messers. Styfarth. Shaw. Fairweathcr & Geraldson). Any or all such'checks payable to the order of ieyiarth. / Shaw, Fairweathcr & Geraldson may be aspreuated in one or more checks. - -- . Buyer's obligation to each Stockholder to whom ic is so obligated to make a payment one year a:: . Dosing Date shall be evidenced by a single promissory note of Buyer (a "One Year Note"), datt / ... Dosing Date'aftd payable to the order of. such Stockholder, in substantially the form annexed .her; ' ' Exhibit l with the dollar amount appropriately inserted. Buyer's obligation to each Stockholder to ' it is so obligated .to make a payment .two years after the Closing Date shall be evidenced by a-: . " .. promissory note of Buyer (a "Two Year Note"), dated the Closing Date and payable to the order ct Stockholder, in substantially the form annexed hereto as Exhibit 2 with the dpllar.'amour.: apprcpr. ''.inserted.' All of such promissory .notes, arehereinifter- referred to as "Buyer's Notes." . . article ii ' : . / ' - ' ' Closing : ' ... 4.-. The closing of the purchase of the Stock provided for by this Agreement (Hereinafter reierr? . ,: .. as the "Dosing")-shall, take place at the office of Messrs. Seyfarih, Shaw, Fairweather & Gera!; : .111 West Jackson Boulevard, Chicago, Illinois. At the Closing- each Stockholder, or-such StcckhoJ.: * representative or agent, shall deliver or cause to be.delivered to" Buyer a certificate or- certinc >'. " - -representing or encompassing the representation of such Stockholder's shares ot the Stock, duly regist: =. vy. in the name of Buyer, of improper form for transfer to Buyer with signature guaranteed by a commer . ' f \ bank having an office or correspondent in Chicago, Illinois or in the City of New. York, New York or b member organization ot the New York Stock Exchange; together with evidence satisfactory, to Buyer : . ' any stock transfer taxes payable on the transfer, to Buyer of such shares have been paid or provided : . ;:''. against payment as herein-provided of the initial payment for such Stockholder's Stock.as herein-prov.t - ." ' and delivery to such Stockholder of Buyer's Notes, .if aiiy, deliverable to such Stockholder. . S. The Dosing.shall takcplaceatl 1:00 A. M. Qjicago time on September l,-1966, or such'time - . , V such other full business day thereafter, but not later-thah September 30, 1966, as Buyer and the agent . . .. :the Stockholders appointed pursuant to Paragraph 20 hereof may 'mutually agree upon. The time = .' . ' . . date or the Dosing is-herein referred, to as the "Closing Date." If the Closing does not take place on - .; before September 30, 1965 and if the Buyer and said agent do not on or before said date mutually ag: . upon a later Closing Date, or if the Buyer and said agent do agree upon a later Closing Date but : .- ` .Dosing does not take place on or before such later Dosing Date, then this Agreement may be terminal . " .-' by either die Buyer or. said'agent by written notice given to the other in the manner provided for ' - Paragraph 18 hereof. 1 : '' ` :- " : -ARTICLE III - ' .. ' RePBXSENTATIONS AND..WAXXANTXES ^ " . 6. ...Each of the Management Stockholders, each, of-the Principal Officers, and Victor, each represeni ;.v.-:r.:'-.wafrants,'and agrees that:. /,f. ; v:'-.- - . - ; ' : ' 7= v V: .'7(a) -.There have been'delivered to Buyer; - '' b: -"-..V"' .' - . -- - ; (i) comparative audited consolidated balance sheets of Victor-and its wholly-owned Canadis , and domestic subsidiaries at January 3, 1965 and December 29, 1963, comparative audited consolidate balance-sheets of such corporations, at January 2,- 1966 and January 3, 1965. related comparath - . .` consolidated statements' of' income mid earned.-surplus and of source and disposition of workir. ;- ... ". -. . papttal for the respective fiscal years ended on the=dates, of such balance sheets arid accompanviu 'ii-k/'J^WSfemfnta^r IttfdrrnaaSfi 'for the respective-fiscal yea'ri ended on the dates of su.ch balance'sheets ' " - '. ' together Vvith related notes,'a report of Arthur Young & Company dated March S. 1965 with respec ' . . ' to the. balance sheet at January 3, 1965 and the related statements and accompanying suppietnentar ' information for the fiscal year ended on such date, and a report ot Arthur Young 5: Company datc> - .. February 2S, 1966 with respect to the balance sheet at January 2, 1966 and- the related statement -. - < and accompanying supplementary information for the fiscal year ended on such date; and . ; , . ; . (ii) comparative unaudited consolidated balance sheets of such corporations at July 3. 196 .. , and at July 2, 1966, and related comparative consolidated statements of income, and earned surplus . .. for the twenty-six week periods ended on the'dates .of such balance sheets. ' : .' - ' ' '2 ' -' - " -- ' ' of the knowledge.-information. and belief of each of the. Management Stockholders and each 7*l!ic ^.St. t Officers, shell audited balance sheets hr.d audited comparative statements present fairly A the ffi,aiKjal position of Victor and its wholly-owned Canadian and domestic subsidiaries .se consoi^*^^ 0fJuc^ fiance sheets and the consolidated results of their operations and the M.M ***$ disposition of" their, consolidated wprking .capital for the respective periods ended on -the Huch balance sheets.'mcotuormity'with- generally, accepted accounting principles applied on a ***?basi5 .(except as noted in- the above-mentioned report of Arthur Young & .Company dated1 **'itvh S, 1965) throughout.the periods involved, and such supplementary information is fairly stated, in1 respecis material in, relation to the respective financial statements to which it is supplemental taken as a vjoic-' To"the best of the knowledge, information. and belief of each of the Management Stockholders 'jjttch of the Principal Officers;-since January 2; 1966, there has been ho material adverse change'in: (A), the business.-assets, liabilities. .or condition (financial or otherwise)' of Victor or any of-its . wholly-owned Canadian or domestic subsidiaries, or .' ."bjrdiaries has, or on the Closing Date will have: ' . * d Canadian or domestic (i) any material'liabilities, absolute or contingent (whether in amount or otherwise), other than ' liabilities reflected.or reserved against in full;on die balance sheet at January 2, 1966 referred to in subparagraph (a) of tills Paragraph 6; liabilities incurred-or accrued in the. regular and ordinary - course'of business, as heretofore conducted, between January 2, 1966 and the Closing Date; liabilities ' -contained m or arising out of the contracts and commitments disclosed.on Schedule E or not required by subparagraph (li) of Utis Paragraph 6 to be disclosed in such. Schedule, and liabilities permitted or . required-by this Agreement.or to which Buyer may consent in writing; or . . _' . - - (ii) any direct or indirect liabilities to the Stockholders or any of them, any member or members - 'of their families .or any trust or custodianship for the benefit of than or any-of them dr any member or members of their families, except for obligations and liabilities for reimbursable business expenses, : . -salaries, arid other employee benefits accrued on bases, consistent with those reflected in th.e financial . ' statements .and/or supplementary information referred.to in clause (i.) of subparagraph (a) of this : Paragraph 6.' retirement :berieftts disclosed in Schedule E, and Habiltty with-respect "to indebtedness of sio6.450'principal amount owing to. cftrtaiu Stockholders, plus interest accrued thereon, evidenced ' by notes, of-which "a .total of $204^00,.bears 4. interest; and $102,150 bears, 57<>- interest, said ` /aggregate principal surii of $306,450 being, reflected on the balance sheet at July 2,-1966 referrc.d to in -' /clause (ii) of such subparagraph (a). . . - . , - -- - (c) Victor, is .a. corporadou duly , organized and existing under the laws of the State of'Illinois, .rJivhig-'an authorized capital, stock consisting of eighteen thousand (1S.00Q) shares of-Preferred Stock. J10G pairvaluei.alkdf whichhave been, duly issued and are outstanding-, fully paid and non-assessable. and forty thousand (40.000) .shares of Cotwhott Stock; SlO par value, of which, thirty-three-thousand fiveaundred and sixty-six (33,566) -shares have l*:cn duly issued and are outstanding, fully paid and.noiliiscssable. There are. and on the Closing Date will be. no outstanding options, warrants, rights or privileges, preemptive or-contractual, to acquire sliares of Preferred Stock, Common .Stock or other securities of Victor. There will be no dianges in the capitalization of Victor prior to the Closing Date. Victor lias now, ami at the Closing Date will liavc. corporate power and authority to own its property and conduct its business as presently ticim:-conducted: and is now, and at the Closing Date will be, duly qualified to do business and in good standing as a. domestic corporation in Illinois.'and as a foreign corporation in Indiana. To the best of the knowledge,'information, and belief of each, of the Management Stockholders and each of the .Principal Officers. Victor is not required to qualify-as a foreign corporation m any .other jurisdiction. . To the .test of the knowledge, information and belief of each of the Management Stockholders; c-- of the Principal Officers, and Victor, the schedule delivered to Buyer, signed liv Victor's President Secretary and' marked Schedule' A. sets iorth a true and complete-list of. the direct, or bcncfic:.-.! Qa ,v of all of the issued and outstanding sltares of capital stock of Victor and the respective numbers of si"*... of each class of capital stock of Victor directly or beneficially .owned by each of them. . .-, (d) Victor is die owner of all or the outttattding shares of the corporations listed chthe'scbcdV delivered to Buyer, signed by ;Victor's, President and Secretary 'ami-. marked Schedule which sometimes herein referred to is its "subsidiaries." All of the outstanding shares of stock of every. c!a.- of each such subsidiary are now. and on the Cosing Date will be. fully paid and non-asscssab!e` .-.r; held by Victor free and. clear of all liens, claims', charges, encumbrances., restrictions mid defects in except as disclosed in said Schedule B. All such subsidiaries arc included in the consoiicatc'l statements referred to in subparagraph (a) of. this Paragraph 6. Each .such subsidiary-has been dab incorporated, and. is now, and. On the Closing Date will be. validly existing, as a corporation nt-go,.- standing under the bws of the jurisdiction of- its-incorporation: . Each such subsidiary has-now. and cn :! ? Closing. Date wiil liave, corporate power and authority to own. it$ property and conduct .its business a* presently being conducted; and each such subsidiary is ho\v, and oit.the Closing Date ivill.be. duly quahae: to do busihess.and in good standing in-the jurisdiction of its incorporation, and to. the best of : knowledge, information, and belief of.each of the Management Stockholders and each of the Prir.cs u. Officers", is not required'to be qualified as a foreign corporation in any other jurisdiction except where" it is so'qualified.,- . ' .- ' - *. . .* . - - . . (e) Victor owns shares iii all of the corporations or other entities listed on .the schedule delivered :o Buyer, signed by Victor's President and Secretary and marked Schedule C. Such, ownership is less than a majority interest in. each instance, except for Victor Gaskets India Limited, in which Victor owns nicy-five per cent (55%)'of the total .issued sltares, and Repuestos Automotores de Colombia Ltda.. in which -Victor owns approximately seventy-six per cent (76%) of the total issued shares. To the best of the knowledge, information, a'nd belief of the Management Stockholders and each of; the Principal Officers:, each such'corporation or entity lias been duly incorporated or organized and is now. and at the -Closin'.: Daie will be. validly existing and in good standing under the bws of the jurisdiction of its incorporation or organization,-with the power and authority of a corporation or. other organized entity to own its proper:;.* and conduct its business as presently being conducted: .the shares of such - corporation or entity new owned by Victor are now.'and on the Closing Date will be. fully paid and hon-asscssafale and' held by Victor .free and clear of all liens, claims., charges, encumbrances, restrictions, and' defects, in tide except as disclosed in said Schedule C; and Victor's aggregate'equity in the net assets, of. sucli' corporations'and. . entities approximates"the aggregate amount at .which the investnient in all sikh corporations and.entities is-' stated on die-unaudited consolidated balance sheet at-Ju,ly.'2f . 1966. referred to-in clause (ii) of sub-' .".p'aragraph'(a) of this Paragfaph.6;./.. v.V .:/'..-y':' .. ,' " : - (' f); Suite January 2, I966r neither.- Victor'' nor any of its subsidiaries have, nor prior to the Oosing Date will they without the prior written consent of Buyer have, disposed of or acquired or leased any. assets or made any .agreement so to do, except in the regubr and ordinary course of business as hereto fore conducted and except for the-disposal of certain land, buildings, machinery or equipment which is . not of use in the operation of their businesses or which is listed on the balance sheet as .of January 2, 1966 referred to in subparagraph (a), of this Paragraph.6.asjicing property held; for.sale; ; :V ,r (s) Victor audits subsidiaries have good'aml marketable title' to all their personal properties and assets; free of any mortgages, pledges, liens, conditional sales agreements, restrictions, encumbrances, of charges. Victor lias delivered to Buyer, signed by Victor's President, and Secretary; a true and complete schedule, marked Schedule D, containing.a brief description of all real properties owned-"or leased (including a "statement of the .term and animal .rental-in the case of leased-property) by Victor or its subsidiaries, including a brief description of all plants and structures thereon, which plants and structures and the -equipment therein arc in good operating condition and repair, and to the best of the knowledge, information, and-belief of cacli of tlic Management Stockholders and eadt of the Principal Officers, arc i substantial conformance with all applicable ordinances, regulations, and building-anil zoning laws; Victor  subsidiaries, respectively, have good and marketable title in fee simple to .all. their real, properties. lD'J-,U to easements, rights, and restrictions or record and the objections, if any, contained in tr.e tu'.e SUb,<!Cttv policies covering the said properties, copies of which policies, or the preliminary reports with ^ attached to said Schedule D. hut tree of all other restrictions.'liens.'charges; .vat fe5peCbrances. except'the Hen of taxes not delinquent, and such, liens, restrictions,, encumbrances, and adversely affect the operation of their businesses or the use or.marketability of such properties. (h) ' Victor has delivered to Buyer, signed by Victor's President and Secretary, a true and-complete. schedule, marked Schedule E, containing a'brief description of:. ' . ' ' ... . ,(i) all patents, patent, applications, copyrights, trademarks, and'trade names, owned by or regis tered in die name.of Victor or any. of its subsidiaries; .. '' . (ii) all patent,, copyright, trademark; and trade name license agreements -and" assignments "to' 1 . . which Victor or any of its subsidiaries is a party, which, by their terms, expire more than. one-.( 1 ) .-.V year from die.date hereof;.. ; : " '..' ': ' '... (Hi) any contract or commitment of Victor or any of .its subsidiaries .which , would involve a ... payment obligation by Victor ot more than S50.000 prior to die date on which Victor could terminate '; its obligation thereunder, or which involves so-called `'know-how", technical assis'tancc.'tradc secrets. . . or confidential intoriuation (including any agreement or understanding relating to any formula. : process, pauern, device or compilation of information). . . '' Except as otherwise set forth in such schedule, Victor and its subsidiaries possess full and exclusive right,' tide, and interest in and. to alt the patents, patent, applications, copyrights; trademarks, and trade names described or referred to therein and the exclusive right to use the same and ail formulae, trade secrets, inventions; and results of research and development work which are used by them in the conduct of their ..respective businesses and have granted no licenses with respect.to the same to others.'To the best of the knowledge, information, and belief of each of the Management Stockholders and each of the Principe1.'. Officers,' neither Victor nor. any subsidiary is in default in the performance of any covenant or' condition of any agreement, assignment, license, or other contract or commitment, pursuant to'which it possesses any such right, title, or interest and there exists no event, circumstance, or condition which, with notice or lapse of time,'or both, would constitute such a default, and all-such- agreements, assignments, licenses, or other contracts.or commitments pursuant to.which Victor or,any of its subsidiaries possesses any such right, title, or interest are in full force and. effect and arc'legally valid and bmding.upon and are enforceable 'vby the partiesthereto hi. accordance with their respective terms.' .. '/-'(i) To the best of the .knowledge, information, and belief' .of each- of . the Management ' Stock holders and each of. the Principal Officers, none of the patents'; patent applications, copyrights, trademarks,. ;trade names or applications for the registration thereof, formulae, assignments, licenses, or inventions of. ..Victor or any of its subsidiaries are being contested, and 'no trademarks, trade names, copyrights, or. patterns owned or used, or licenses'held, by others materially adversely 'interferes with the business and operations of Victor and its subsidiaries as presently being conducted.' . .' - ' . - . -' (j) Victor has delivered to Buyer, signed by Vtctor's .Pccsidetit and Secretary, a truc.and .complete schedule,- marked Schedule F, which contains' the title; policy numbc'r,;an'd' 'natr.e::,of-. the .insurance 'carrier, and ail other information necessary to identify. caclv policy of insurance of any;kind carried by Victor or any of its subsidiaries and has permitted Buyer's representatives to examine each such policy. Victor will continue, and cause each of its subsidiaries to continue.- each of such policies of insurance in full force . and effect and will pay or cause to be .paid all premiums due thereon from the date, of this Agreement to the Closing Date. ., . .' . ' (k). Neither Victor nor any of its subsidiaries arc jnnics to any action, suit, or proceeding pending, or to the best ot the knowledge,-information, and bdirf of eadi oi the Management Stockholders and each . of the Principal Officers threatened, against or affecting Victor or any of its subsidiaries,' or of which any of its or their property or rights are the subject at law or in equity or before any governmental or admin- --J i- iv 'iV istrative body or agency except actions and suits normally incident-.to the" conduct of businesses' * types in which Victor and its subsidiaries.are engaged and as to which any judgments or liabilities :rater in amount are covered by insurance, arid except for the possible proposed deficiency assessments in redt.-c ineome taxes referred to in the notes to the financial statements referred to in subparagraph (a) of':.-, ' Paragraph 6. and except as described in a schedule which' is marked Schedule G and bits been signed i. Victor's President arid Secretary, which Victor has delivered to Buyer. . .. . .... . - ;X'.-. . ' . (1) The execution and delivery of this Agreetr.ent. the consummation of thV {rartsa'ction's herr.-. contemplated., and the-fulfillment, of the terms Hereof will not result in a-breach of.any-of the terra . or provisions of, constitute a default under, or invalidate or "give any party any right of cancellation or . termination of. the Certificate-of-Incorporation. as amended, or the By-Laws of. Victor, any note, indenture, mortgage, deed of trust, patent, copyright, trademark, or trade name; license agreement; royalty, connect. , assignment of any patent, copyright, trademark, or trade name.'assignment of " any application ter j ' ' . patent or for registration of any copyright, trademark, dr trade name, or material agreement or Vnstruraea: ... . to which Victor or any of its subsidiaries is a party or by which Victor or any. or its subsidiaries is hound;, or. :o the best of the knowledge; information, and'belief of each of the M.uirigcmcnr Stockholders and eoci . ; of the Principal Officers, and ol Victor, any order, writ. injurictiotvor decree-aj'iriy-goveTnnient. domestic . or foreign, government instrumentality or court." domestic or foreign, having jurisdiction over Victor or ;anv of its subsidiaries or any of its or their businesses.-properties, assets, or rights, or result in the ' creation or imposition of any lien, charge, or encumbrance of any.kind whatsoever, on.anv such businesses. . "properties, assets, or rights, or any of the shares of.the Stock. ' , . " ' " ' . \ . . (m) This Agreement has been duly authorized and approved by the Board of-Directors of Victor. . . (n) Victor has retained no broker, finder, or agent and has hot agreed to pay any brokerage fee. . finders fee, or commission, with respect to the transactions contemplated hereby, and lias dealt with aa" one purporting to act in such capacity.- ' _ . ; ^ 7. Each of the Stockholders represents...warrants, and agrees as to such Stockholder,, that: . , .. (a) There are set iorth, opposite the signaturc(s) of such Stockholder on the counterparts ot this Agreement executed by such Stockholder the numbers of shares of the Stock owned directly or beneficially by such Stockholder, all of, which .are also owned oi record by such Stockholder except that (i) in the case" - of Continental.Illinois National Bank'and Trust Company of Chicago, Trustee under.the. Pension and .. Disability. Plan of Victor- Manufacturing A: Gasket Company, record title to. such, shares is held in the . . name of its nominee, Trude A Co., (ii)-if the letters "V.T." follow the number of shares ot. Common Stock and/or the nunilwr of shares of Preferred Stock of Victor set forth opposite die aforesaid signature(s) of such Stockholder, such Stockholder is the heneficial owner of such shares but record title to- siich shares . . is held in the name of George E. Victor, William F..Victor.- Orrin \V. Clifton and \Y'ayrieD> Nea'thery..- as Trustees under Voting Trust Agreement dated December 19. I960, with the beneniriai ownership of .such ' - .'shares by such Stockholder being, represented by a voting, triist certificate .or certificates registered in the ...; ...name of such Stockholder, and (Hi).in the case of Chicago Tide A Trust Company, Trustee under the John : " . H.`Victor Insurance Trust dated July 27. 1929, such voting mist certificate (s) are registered .in the name - of its nominee. Davis and Company; at the Closing such Stockholder will have the right arid power.to sell ' "and deliver to Buyer such shares in accordance with the terms of this Agreement, and Buyer will receive title to such shares free and-clear of ail .liens, claims, charges, encumbrances; restrictions, and defects ; in title; and such sale and deliver}' will lie valid in dll respects., ;... . j '...":. . .(b). Such .Stockholder lias-retained'rip broker! finder,' or agcnt and:,1iasVuot rigtcecl .io "pay ..any -" brokerage fee,.finder's fee, or commission. with respect to the transactions contemplated hereby, and lias dealt with no one purporting to act in such capacity.` . . . ". - ' '." (c) Such Stockholder will not, prior to the Closing or the termination of this Agreement as herein provided, sell, transfer,, assign, or otherwise dispose of, pledge,-or otherwise create or permit to be created, any lien, charge, or encumbrance upon, or grant options with respect to, any shares, of the ; Stock directly or beneficially owned by such Stockholder. . - .. - - (d) Such Stockholder agrees to indemnity and hold harmless Buyer against liability tor any stock transfer taxes which may be payable on the sale or transfer to Buyer of the shares of the Stock 6'  . -,]y or beneficially owned by such Stockholder and against any losses or damage which may be sustained* '"Inver on account of any liens, restrictions, or encumbrances on. claims or charges against, or detects ' ,,,lc to. suclx shares existing at or prior to the time of the sale and transfer thereof to Buyer. ` _. V; (C)-Such Stockholder acknowledges receipt of a copy of Buyer's Annual Report-for the fiscal'year . 'Vj August -31.1965 (hereinafter reteiredtoas "Buyer's Annual Report")', and of its.quarterly report Tjf the nine months ended May jl,'1966. ; /. . .(f) If such Stockholder is entitled to' receive any of Buyer's Notes, such . Stockholder hereby1,-,resents, warrants, and agrees that such Stockholder will acquire'the same tor such Stockholder's own ,A-ount for investment and not tor the purpose of. or with any intention of.-any public resale or distribution . tV1)C or any part thereof except to other commercial banks. -Buyer represents, warrants^ and agrees that: ' ; ' (a) Buyer is a corporation duly organized and existing under the laws or the.Commonwealth, of Virginia, with corporate power and authority to consummate .the transactions contemplated hereby. (b) The consolidated balance sheet of Buyer and its consolidated subsidiaries as at. August 31, 1965 - included in Buyer's Annual Report, and the related consolidated statement-of income and consolidated- otement of net income retained for use in the business and the consolidated statement of ..source and je of funds, present fairly die financial position of Buyer and its consolidated, subsidiaries at August 31. i*v,5. the results of their- operations and the supplementary information-on funds for the fiscal year shet, ended, in conformity with generally accepted accounting principles, applied on a.basis consistent' . with that of the preceding fiscal year. .. ' . . (c) Buyer has retained-no broker, finder, or agent, and has not agreed to pay any brokerage fee;' finder's fee. or commission, with respect to the transactions contemplated hereby, and has dealt with r.6 one ' purporting to act in such capacity. . . .. - ' '' ' ' .(d) This Agreement has been duly authorized by the Board of Directors of Buyer and Buyer's Xmcs will, when delivered on the Closing Date, liave been duly, and validly authorized and issued and', will constitute legal, valid, and binding obligations of Buyer. .' . ;. ' . .V - 'ARTICLE IV . f . . ..'. .. - V Conduct of- Business--Access to Information. ' ;> 9. ^ Victor agrees .that, until die-Closiug or termination of this Agreement, it and .its subsidiaries . will conduct their businesses in the ordinary-and usual course, and will diligently promote .their affairs and earning capacity and the maintenance of the goad will of their customers- and employees. Prior- to "the Closing Date, neither Victor nor any. of its subsidiaries will, without the written consent of Buyer. 1-orrow any money except borrowings made in the regular and ordinary course oi business as heretofore conducted,,in each, case maturing in less .than one (1) year from the date of borrowing, grant any options ; to purchase shares .of its capital stock or other securities, form, or cause to be formed any subsidiary, declare' or pay any dividend or make any other distributions to their shareholders except dividends on Victor's ' Preferred Stock in an amount not to exceed the rate of S6.00 per share per annum from June 1. 1966 to titc Closing Date and except dividends on Victor's Common Stock in an amount not to exceed the rate ot'SS.CO per share per annum troth June 1. 1966 to the Closing Date, issue or .acquire tor consideration any /shares of their capital stock or other securities or options to purchase the same.-pay any bonuses or grant zny salary increases to any person whose total annual compensation exceeds S25.000, or enter into any employment contracts or compensation agreements or arrangements extending for periods longer than ninety (50) days. .' ... ' . . 10.' Until .the Closing or termination .of this Agreement. Victor'shall allow Buyer free access, to its files, audits and plants, and to those of its subsidiaries, as well as to full information relating to taxes, patents, patent applications, copyrights, trade-marks, trade names, license agreements, assignments, com- miiments and contracts,' real estate and personal property titles, and financial condition, and to . information in the possession ot Victor or its subsidiaries with re.spe.ct to the corporations and ; entities.listed on Schedule C hereto. From the date of this Agreement. Victor, agrees to cause its auenar; .'to'cooperate with Buyer in making available all financial information requested., including the right " to examine all working papers pertaining to audits made by such auditors. ' . . \article.yv..,: '. '. Conditions . ' . .. 11,. If at'the time of the Closing the following conditions are satisfied.'each Stockholder shall b: severally obligated to sell all of the. shares of Stock set forth opposite the signatitrc(s) or such Stack- holder on the counterparts of this Agreement Executed by such Stockholder: . ' . . . (a) The representations'and-warranties of'Buyer, as set forth in Paragraph S- hereof, are', cn the date of this Agreement and on the Closing Date (as -if made on and as of the Closing Date), correct :r, t.'i material respects, subject to any change hereafter .made which is approved by.the Stockholders;. / -. - . (b) ..Buyer shall iurnish to such Stockholder on- the Closing Date the favorable opinion. orMessrs. Beckman S: Eogue", counsel for Dana, in form and legal sufficiency satisfactory to Messrs. Seyfarth. Shaw. Fainveather (St Gefaldson. as to the" sufficiency, legality and .regularity of all proceedings of Buyer raker, for the purpose ot effectuating this Agreement and the status of Buyer's Motes as valid and. bincir-g obligations oi. Buyer. - . ' . 12. .If at the time of the Closing the following conditions are satisfied. Buyer shall be obligated to purchase'die Stock: . ' . ' .' . ' ' - ' . .' ' . '(a) The .representations and warranties of Victor, each, ot the Management.Stockholders and each of the Principal Officers, as set forth in'Paragraph 6 hereof, and the representations and warranties oi each of the Stockholders, as set forth .in Paragraph 7 hereof, are. oh the date of this Agreement and-on the Closing Date (as if made on and as of die Closing Date), correct in-all material respects, subject :o any change permitted hereunder or hereafter made because of any action approved by Euver. " (b) Mot less than 955b of the outstanding shares of Victor's Preferred Stock.and not less than 95 re of the outstanding shares of Victor's Common Stock shall have been duly tendered in accordance with tin's Agreement.for purchase by Buyer. ' -- . . ; . . . . (c) The purchase by Buyer, in accordance with the terms'of this Agreement, of the Stock will r.ot result in a. violation by Buyer of any order, .writ, injunction, or decree of any court, or governmental agency, department, instrumentality, or commission, and there shall not be pending in any. court of com petent'jitfisdicuon. any'proceeding; by any governmental agency, department,-.instrumentality or com* . mission against Buyer seeking to restrain or invalidate such purchase.. , - j' .- ;(d) Neicher..yictor nor any of its subsidiariea 'has ' - -.- . . v. - . - '.. v'' ' ' - .(A) any material-liabilities. other than. liabilities referred to in clause (i)' of subparagraph .(b) . of Paragraph. 6 hereof, or . '. . .; ;. . '! .. ; .(B) any liabilities to the Stockholders or other persons, trusts; or custodianships referred to in . clause, (ii) of sucli subparagraph (b) other than liabilities referred to in such subparagraph, (b). - . -. (e) Victor, the Management Stockholders and the Principal Officers shall .have complied -with each , of their agreements cbntaiqirfl in Articlis-Ill, IV,Vand\VI Hereof;' ' >' ' : ' ; (f) Since January 2,1966,- there has been no material adverse change in the Business, assets, liabilities, condition (financial or otherwise), or in the consolidated results of operations of Victor and its sub sidiaries ; and Victor has no subsidiaries other titan those listed on Schedule B and no share ownership in any corporations or entities other than chose listed on Schedule C; ` ' . ' - - (g) On the Closing Date, Buyer shall have received the written'opinion, dated the Closing Date, of Messrs. Seyfarth, Shaw, Fairweather & Geraldson. counsel for Victor and the Stockholders, in form arid .substance satisfactory to Messrs. Beekman & Bogue. to the effect that: Victor and each of it's subsidiaries has been duly incorporated and is vajidly existing as a corporation in good standing under the laws of jhe j^risdiction of incorporation, with corporate {tower and authority- to own the property then' owned ` by "`l and to carry on the business then being.'carried o.n-.by it in all jurisdictions in which it ownsor leases : jea! property; Victor is duly qualified io .do business and in good standing as a foreign corporation in , . ' ' jndiatiar each subsidiary is dtdy qualified to do. business and in good standing, as a foreign'corporation. . : . ' in any jurisdiction in which it has qualified .to do ..business as a ioreign corporationVictor has a ' } capitalization as represented in this Agreement and all outstanding shares of Victor's Preferred Stock ' ' I ' jnd Common Stock have been, duly and validly issued and are fully, paid and non-assessabie; all . ` ! necessary action has been- taken' for the due '-authorization of. the execution and performance of this;' '. ,'j Agreement by' Victor and those ot the Stockholders who are not competent individuals' of full age; . . " . 'tfic consummation of the transactions . herein contemplated, and the fulfillment ot. the terms hereof, ; " . ^.j]| not result in a breach oi any of the terms or provisions of,.constitute a deiaulr UndcK or invalidate . . .. : ; or give any other party any right of cancellation or termination of, the Certificate of Incorporation. . u amended, or the By-Laws of Victor, any note, indenture, mortgage, deed of trust, patent, copyright, . ' . . trademark or trade name, license agreement, royalty contract, assignment of .any patent, copyright,.' .' ' . . trademark or trade name, assignment of any application for a patent or for registration, of a copy- . ' ' right, trademark or trade'name, or material agreement or. instrument, to whiclt Victor or any oi its sub- ' ' ' sidiaries is a party or by which Victor or any of its subsidiaries is bound, or, to the best oi the knowledge ; . 0t Such counsel, any order, writ, injunction or decree oi any government, domestic or foreign, govern- ` . . mental agency, department, instrumentality or commission or court, domestic or foreign, having jurisdiction ' over Victor or any oi its subsidiaries*or any of its'or their businesses, properties, assets orrights, or result..' ' . in the creation or imposition of any lien, .encumbrance or charge of any kind whatsoever on any such businesses, properties, assets or rights or any shares of the Stock; Victor and. its subsidiaries have good ' and-marketable title to all their personal properties and assets (including shares of stock of subsidiaries . owned.by. Victor), free of any mortgages, pledges, liens, conditional sales agreements, restrictions, en- cuntbrances, or charges; Victor and its subsidiaries liave.good and marketable title in fee simple to all their '. real properties, subject to easements, rights, and restrictions of record and' the objections, if any; con . . taiued in the title guaranty policies covering the said properties, but free of all other restrictions, liens, .`charges, and encumbrances, except the lien of taxes not delinquent-, and such liens, restrictions, encum- ' -- * brances, and charges as are disclosed in Schedule D above referred tO'br in the title policies or preliminary . ' reports attached to said Schedule D, none of winch in their opinion materially affects the' continued use: or . . `..'occupancy, of such- properties for the purposes for.which they are now being used, and except for minor - . . .... | ` defectsand irregularities .in title which, in their opinion, .do not .materially adversely .affect the operation' ':- . j .. -".'.'of die businesses of Victor and such subsidiaries or the use or marketability of siich properties; this Agree- ;:raent has been duly executed and delivered by or on behalf of each of die Stockholders and is a valid" ' . v 'agreement enforceable against the'Stockholders in accordance with its terms; on the Gosing Date each of : . the Stockholders owns of record the number of shares, or owns of record voting trust certificates repre- ' seating1 the beneficial ownership of the number of shares, of Preferred Stock and/or Common Stock of ' Victor set forth opposite such Stockholder's name in Schedule A hereto, (except that record ownership . , of 4.450 shares of Preferred Stock, of Victor, js in the name of Trude 5: Co., which such counsel are ' . advised and believe is a nominee for. Continental Illinois National. Bank and Trust Company of Gticago, ; : V Trustee under the'Pensibfi'.'ihd DisHbility-Plan of Victor Manufacturing & Gasket Company,, and"except V. \ . ' that record ownership of voting trust certificates representing the beneficial ownership of T.399 shares ' . ' . of Preferred Stock of Victor is in the name of Davis and Company, which such,counsel are advised and . ' believe is a nominee for Chicago Title & Trust Company, Trustee under the John H..Victor Insurance Trust ' - dated July 27, 1929) ; and all action necessary to transfer to Buyer title to the shares of the Stock being 1'urchased by Buyer, free and dear of all liens, claims, charges, encumbrances, restrictions and defects- . "... in'title has been taken, and the sale and delivery of such sliares is valid in all respects. . . _ . In rendering such opinion, it is understood tint Messrs. Seyfarth, Shaw, Fairweather & Geraldson (t) . may rely upon the opinions of other counsel, satisfactory to Messrs. Beekman 5: Bogue, with respect to mat- . , '-ers concerning the laws of jurisdictions otiicr than the State of Illinois, provided that to the extent such - opinions are so relied upon signed copies thereof shall be furnished to Buyer' and the opinion of Messrs. . aeyiarth. Shaw, Fairweather J: Geraldson shall state that in their opinion they and Buyer are entitled to . rclv upon such ocher opinions; (ii) may rely, with respect to tbegood standing- of corporation* and :>.< qualification of corporations to do business in jurisdictions other than those of their incorporation, cn certificates of governmental officials; and (iii) may rely, with respect.to matters of fact no; within-their own knowledge or. obtainable by them within the scope of their professional, services, on certificates cf responsible officers of Victor, of the Stockholders, of the Management Stockholders or of the Principal Officers;. . . :(h)-;On theCldstng Dare. Buyer'shall have received alerter from Arthur Young 1- Company stating that on the basis of a reading of the unaudited consolidated financial statements of Victor ar.d its wholly* owned Canadian and domestic subsidiaries referred to in clause (ii). of subparagraph (a) of Paragraph <5 hereof, consultation with'officials of Victor responsible for.financial and accounting matters and other- Ispecined procedures and inquiries ..(which procedures would. not constitute an examination mace ;a- accordance with generally accepted auditing standards), they have no .reason to believe that during pertod from January- 2,1966 to a date not-more than five (5) days;prior to the Closing Date there . has been: : . ' '. v- ' - -. , (A): any material-adverse change in,the consolidated financial position.'of Victor and such v subsidiaries, or . , . " " .. ; .- . (3) any material adverse change in the consolidated results of the operations of Victor ana. .'. 'such subsidiaries as compared with the comparable period of the preceding fiscal year,' ' The-.terms "financial position" and "results of operations" are to be used in their, conventional accounting sense and, accordingly-, shall have the same meaning, as .in the reports of Arthur . Young & Company referred to in Paragraph 6 hereof. : - ; ' ' '' - - ' (i) All of Victor's directors shall have" tendered their resignations to Victor, 'effective at the Qosing. .-. (j) -.Buyer shall have been furnished with a certificate of Victor, signed by its Vice-Chairman of the Board, stating that as'a result of his knowledge of-the affairs of Victor and of the matters referred to in subparagraphs (a) to (f), inclusive, and (i) of this Paragraph 12. he believes tiist he is in a position :o express an informed opinion as to whether the conditions set forth in such subparagraphs have been satisfied and that in his opinion such conditions have been satisfied; and a certificate or certificates signed by each of the Management-Stockholders and by each of the Principal Officers, to the effect that to- the best of their knowledge, information, and belief ail of the conditions set forth in subparagraphs (a) to (f), inclusive, and (i) ct this Paragraph 12 have been satisfied,." . - , 13. If any. of the conditions specified in Paragraph 11 hereof shall not have been satisfied at or priorto the Closing but all of the conditions specified in Paragraph 12 hereof shall Itave been satisfied at or. prior to such time,-. any.or all of the Stockholders, may either waive compliance with such conditions or terminate their obligations'hereunder, by notice in writing to . Buyer.' In the event that.'some of the' -Stockholders shall so waive compliance with, such conditions and-some of the Stockholders shall so terminate their obligations hereunder, the Buyer shall have the right to elect eidief to consummate the purchase of the shares of Stock owned by the Stockholders so waiving compliance with such conditions or to terminate alt of its obligations- hereunder.-. : ; 14. If any of the conditions specified in Paragraph 12 hereof shall not have been satisfied at or prior to the Closing, but all of the conditions specified in. Paragraph LI- liave.bccn complied1 with at or prior to .'.suchtime, the Buyer shall; havebhe right toelect either; ' . ... . ; *. . (<) to waive, as to all of the Stockholders who are ready, willing and able to deliver title to their shares of the.Stock to Buyer free and dear of all liens, claims, charges, encumbrances, restrictions anti defects in title, compliance with any of the'conditions specified in Paragraph 12 . hereof and to waive, as to any Stockholder who is ready and willing to deliver title, to such Stock- bidder's shares of Stock to Buyer but is unable to deliver such title free and clear of all liens, claims, -. charges, encumbrances, restrictions and-defects in title; compliance with any of the conditions . ` specified in Paragraph. 12 hereof; and to terminate, as to any or all of the Stockholders .who are ` - : not so ready, willing and able, its obligations hereunder, or - `' (ii> to terminate .all of its obligations hereunder. ^jjy such waiver or termination by Buyer, shall be effected by notice in writing from Buyer to'the Stock holder or Stockholders affected thereby. ' ", l5.. -; In the event of termination of this Agreement.'Victor', lliC Stockholders;' the' Management Stockholders. the Principal Officers and Buyer agree not to. reveal to any other person any information 'chich they have learned during the course of therr dealings, pursuant to other, terms of this Agreement. .' ' ' ' .; . . . .. ARTICLE VI ' Miscellaneous IS.:- Buyer.; Viaor. the Stockholders, the. Management Stockholders and the Principal Officers agree that all representations and .warranties made by-chem. respectively, herein or in any certificate or other instrument delivered by them, respectively, pursuant- hereto, shall be deemed to have been relied upon by the other.parties hereto and shall'survive the Closing of the transactions provided for ut this Agreement..regardless of any investigation made by or on behalf of such other parties. ' 17.--. The form, legal sufficiency and regularity of all proceedings and of'nH'papcrs and documents used or deliverable hereunder,' shall be subject to the approval of Messrs. Beekiusu & Bcguc, of Xcw York. Xew York, counsel for Buyer. . - -' - : IS. All notices under this Agreement shall be in writing and shall be-sufficient in all respects if given in writing addressed and delivered or mailed. first-clasS postage prepaid;.(i) if to any Stockholder, addressed to such Stockholder at the'address appearing adjacent to the signaturc(s) of such Stockholder on the counterparts of-this Agreement executed by such Stockholder, (ii) if to the agent for the Stock . holders -appoimed pursuant-to Paragraph 20 hereof, addressed to said agent at 5750 Roosevelt Road. Chicago, Illinois..(iii) if to Victor addressed to it attention-Mr. George-E. Viaor. at'5750- Roosevelt Road. Chicago. Illinois, (iv) if to the Management Stockholders or to the Principal Officers addressed to them, c/o Victor, at 5750 Roosevelt' Road, Chicago, Illinois, and (v) if to Buyer addressed, to it at 4100 Bennett Road, Toledo, Ohio: . ' . . - ' , 19. This Agreement'and. each, of. its provisions shall bind and inure to the benefit of the. parties hereto and their respective executors, administrators, guardians; heirs, next of kin, distributees, successors and assigns: Xothkig herein'expressed or implied is intended or shall be construed to confer upon or give lo any person, firm or corporation, other than the parties hereto and their respective executors, adminis trators, guardians, heirs, next of kin, distributees, successors and assigns, any rights .or remedies under or by reason of this Agreement . , - ' 20:.. By execution hereof, ,. . :- '' . -(i) each of the Stockholders hereby irrevocably apjioinis George E.. Victor to be such Stock . . holder's agent to take any action which is permitted by Paragraph 5..hereof and m give pr`receive. ..V,.tmy notice .which is permittedunder-Paragraph'5 or 22 hereof, -and- : .' ' - (ii). each of the Stockholders who is a conqictent individual of full age appoints George E. Victor ,to be his or her agent to take any and all action (except for the delivery of certificates reprcsehtiiur . the Stock owned by such Stockholder and receipt of any of the purchase price therefor) which may ' be called for hereunder, to give or receive any notice required or permitted to be given hereunder, to give any and all consents, approvals.' waivers or directions required or permitted to be given hereunder or in connection with the transactions contemplated hereby, and . . . . . (iii). each, of the Stockholders agrees that Buyer may rclv on any action above authorized which is taken, or any consent; approval, waiver, notice or direction which is given by or to such agent ns though such action were taken, or consent, approval,, waiver, notice or direction given, V or to such Stockholder. -' . . ' 21. This Agreement may becxccuted in any number.-of counterparts, none of which need be-signed};- . '. all of the parties hereto but which-taken together..shall constitute one.and the. sameinstrument. ` -' . 22. Unless counterparts of this; Agreement, duly executed by .Victor.-by each-of the Mahagemt:;* 1 . - - Stockholders, by each of the. Principal Officers and by Stockholders owning directly or beneficially an /- aggregate of not less than 95% of all the issued and outstanding siiares' of Preferred Stock of Victor ar.-i - not less than'95% of all of..the issued,ind outstanding: shares of Common Stock of Vic:cr.c'shaU:ha*e - been delivered.to Buyer oh or before-August 3i; L966, Buyer sliall have the right to terminate all of i:j ' . 'obligations hereunder by written notice, given as provided in Paragraph IS hereof,-to the agent for the Stockholders appointed pursuant to Paragraph 20-hereof. ' " . . ; . . -:. Ix Witness Wheseof. the parties'hereto have respectively caused this Agreement to be c.xcc:::;-i ' - ' ; on their respective behalfs as of die day and year nrst'above written. ; .. - . '. '. , . Attest: - * ,, Attest: .Secretary ' '- - ... ... Chairman of the Board :- - .. ; - i> '* ' * ^. i t. _ t " ' . ' . . . . .. Dana Corporation , ` . ' . i ' .-t i i- ' : .By ' ' . * . ; ` - * " . . President . : "- ' -;' - - - ' ., `. - ' ' -. - Secretary ' . - -- . - 1 y-.. v=-.-:v--'V.'.- ' ~-'Z v- .;:7- ' '. 7.' - Management Stockholders ' v -`-V ;" - .. - Sicaature(i), Nunt(0 *nd Addrcss(cs) of. Stockholder(i) Principal Officers Shared pwhedtVr. Common Stock . V ' ..Preferred Stock . Total purchase price . ' . Cross initial payment ` Share of Expenses . - Xct initial payment Amount of One Year ICote Amount of Two Year Note S. S' $ $ $ S` 12 r- Shares owned: ' ' Common Stock . Preferred Stock Total parchase, price , Gross initial payment Share of Expenses . Met.initial payment Amount of Otic Year Mote.; S Amount of Two Year Mote $ Shares owned: .. Common Stock.. Preferred Stock . Total purchase price . Gross initial payment Share of Expenses S :S $ Met initial payment .. Amount, of One. Year -Mote Amount of Two Year Mote S S S Shares, owned: - Common Stock / ' Preferred Stock- _ . TotalpurchaScpri.ee.,. "v'S -Gross-initial payment .$ Share :o Expenses':V!:r :. S Met initial payment Amount of One Year Mote Amount of Two Year Mote S S!fnureC). Nmc(0 and AddreuCes) of Stockholder^s) Sharer, owned: . Common Stock '' . Preferred Stpck . _ Total purchase price . $ :Gross. initial payment .. , .. Snare of Expenses ' $ ' Net initial payment Amount of One Tear Note Amount oi Two' Year Note S S S . ' W W W I /'/) w ' .: ' ,, . :.X - ' Y. .' . /. '>, . .. .................... - . .. '. ' \ ' ., ' . ' '. . '. . ' Shares owned: ' - Common-Stock . Preferred Stock Total purchase price Gross initial payment . Share of Expenses . ' . . - . Net initial payment . .. . - Amount of One Year .Vote . ./ Amount of Two Year Note - ' '. I I V> W V* l v> t/> '/> . . -" . '.r ' - ; - Shares owned: - . .Common Stock . - Preferred Stock - ' Total purchase price .. ; Gross initial payment . VShareof Expenses. ;: . . Net initial payment . ' , Amount of Cue Year Note Amount of Two Year Note 14