PROMISSORY NOTE
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$1,285,161.57 Syracuse, New York
August 3, 1995
FOR VALUE RECEIVED, J. Stanley Coyne ("Maker") hereby promises to pay
to the order of OnBank & Trust Co., as Trustee ("Holder"), or it successors or
assigns, the principal sum of ONE MILLION TWO HUNDRED EIGHTY-FIVE THOUSAND ONE
HUNDRED SIXTY-ONE AND 57/100 DOLLARS ($1,285,161.57), with interest from the
date hereof at the rate of ten percent (10%) per annum. Principal and all
accrued interest shall be paid eight years from the date hereof when this Note
shall become due and payable in full.
The principal amount due each Trust is shown on Exhibit A.
This Promissory Note is given in payment for certain shares of Coyne
International Enterprises Corp. ("CTS") pursuant to a Stock Purchase Agreement
between Maker and Holder dated October 7, 1994. Maker agrees that if the
transactions under said Agreement do not qualify for installment sales treatment
under the Internal Revenue Code, or if income taxes are otherwise due prior to
the payment date of this Note, Maker will, within thirty days after written
demand from Holder, prepay a sufficient amount of interest on this Note to
enable Holder to pay the income tax which shall be due.
All payments shall be made to Holder at its offices at 101 South
Salina Street, Syracuse, NY 13202 or at such other address as shall hereafter be
designated by the Holder in writing.
Maker has pledged certain shares in Coyne International Enterprises
Corp. purchased from Holder as collateral security for payment of this Note,
pursuant to a Pledge and Security Agreement of even date.
This note shall be governed by the laws of the State of New York in
all respects, including matters of construction, validity and performance.
/s/ J. Stanley Coyne
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J. Stanley Coyne
INDEMNIFICATION AGREEMENT
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August 3, 1995
OnBank & Trust Co.
101 South Salina Street
Syracuse, New York 13202
Gentlemen:
This Indemnification Agreement is being furnished to you to satisfy
the requirement contained in paragraph 7 of the Stock Purchase Agreement between
us dated October 7, 1994. In consideration of your agreement to enter into the
Stock Purchase Agreement, I hereby agree to indemnify, defend, and hold you
harmless against any claims, actions, damages, losses, costs or expenses which
may arise from or relate to my purchase of certain shares of stock of Coyne
International Enterprises Corp. pursuant to the Stock Purchase Agreement,
including the amount of any deductibles under your E&O insurance policy, which
may arise from or relate to the Stock Purchase Agreement or my purchase of the
stock of Coyne International Enterprises Corp. pursuant to this Agreement. My
obligations under this Indemnification Agreement shall be binding upon me, my
estate, and my successors and assigns. Further, in order to secure my
indemnification obligation, I am providing you with the attached Guaranty of my
obligations by Coyne International Enterprises Corp.
Very truly yours,
/s/ J. Stanley Coyne
J. Stanley Coyne
GUARANTY
For value received, receipt of which is acknowledged, COYNE
INTERNATIONAL ENTERPRISES CORP. hereby guarantees full payment and performance
of all obligations of J. Stanley Coyne under the foregoing Indemnification
Agreement. This is a guarantee of payment and not of collection and it is
absolute, unconditional, and irrevocable.
COYNE INTERNATIONAL
ENTERPRISES CORP.
By:/s/ Thomas M. Coyne
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Thomas M. Coyne,
President
STATE OF NEW YORK )
) ss.:
COUNTY OF ONONDAGA )
On this 13 day of June, 1995, before me personally came Thomas M. Coyne to
me known, who, being duly sworn, did depose and say that he resides in
Skaneateles, New York, that he is the President of Coyne International
Enterprises Corp., the corporation described in and which executed the above
instrument, and that he signed his name thereto by order of the Board of
Directors of said corporation.
/s/ Linda M. Selley
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Notary Public