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<br />Agreement. The Loan Agreement will set forth the employment criteria <br />together with the other representations, covenants and obligations of the <br />Company set forth herein. <br /> <br />3. Personal Guaranty: Michael Meshbesher, Chief Executive Officer of the <br />Company and a shareholder, will execute and deliver his unconditional <br />personal guaranty of payment of the Loan. Mr. Meshbesher' s obligations of <br />payment under the guaranty will be enforceable upon the occurrence of a <br />default of the Company under this Agreement or under any of the loan <br />documents described in this Section C. Additional notice of default or right <br />to cure will not be granted to the Guarantor as a condition to enforcement of <br />the Guaranty. <br /> <br />4. Key-Man Life Insurance upon Michael Meshbesher: By the Closing Date the <br />Company shall have caused a "Key-Man Life Insurance Policy" (hereinafter <br />called the "Policy") from an underwriter acceptable to it and to PEDC to have <br />been written upon the life of Michael Meshbesher in the amount of <br />$1,500,000.00, naming PEDC as both owner of the policy and Beneficiary. <br />The Policy coverage shall be adjusted in amount during the term of this <br />Agreement, from time to time, so that the insurance proceeds payable are <br />never less than (a) the outstanding principal balance owing on the Note, plus <br />(b) the appraised value at the time of the Land, as determined by the Lamar <br />County appraisal District. All premiums for the insurance shall be paid by <br />the Company. If during the Term of this Agreement, Michael Meshbesher <br />shall cease to be CEO of the Company, then the Company shall cause the life <br />of the succeeding CEO to be similarly insured for $1,500,000.00 (or the <br />combined amount of (a) and (b) above, whichever is less), with the policy to <br />be owned by PEDC and PEDC to be named as the Beneficiary. All original <br />policies providing this Key-Man Coverage shall be delivered to and held by <br />PEDC during the Term of this Agreement. Under the policy provisions, <br />PEDC shall have the right to receive written notice from the underwriter of <br />not less than sixty (60) days prior to the underwriter's cancellation of the <br />insurance coverage, or to any lapse or other termination of the insurance <br />policies. Upon the death of Michael Meshbesher, or of his successor, as <br />CEO, the proceeds of the insurance policies shall be paid to PEDC, which <br />insurance proceeds shall, in turn, be used by PEDC (a) to pay all sums of <br />principal still owed to PEDC on the Note, and (b) to reimburse PEDC for the <br />value of the Land within the Industrial Park contributed by it to the Company, <br />(with such value to be determined by the then current appraisal of the Lamar <br />County Appraisal District). At the end of the Term of this Agreement, PEDC <br />agrees to assign any Key-Man Insurance Policies which PEDC still owns to <br />the person or entity designated to PEDC by written instructions from the <br />Company. If the Policy ever exceeds the values of (a) and (b) above at the <br /> <br />9 <br />