August 13, 1990
Indiana Financial Investors, Inc.
151 N. Delaware St., Suits 425
Indianapolis, Indiana 46204
Gentlemen:
This letter will set forth the agreement and
understanding between Hickory Furniture Company ("Hickory") and
Indiana Financial Investors, Inc. ("IFI") concerning the
transaction outlined below:
1.IFI shall purchase from Hickory an interest in the amount
of $790,000 in that certain Demand Promissory Note held by
Hickory, from Wisconsin Real Estate Investment Trust ("WREIT")
dated as of January 1, 1989 in the principal amount of
$10,581,384.80 (the "WREIT Note").
2. For the interest described in paragraph 1, IFI shall pay
to Hickory the sum of $750,000.
3. Hickory represents and warrants to IFI that the WREIT Note
is secured by a pledge by WREIT to Hickory of the shares of
Acton Corp. owned by WREIT (the "Acton Collateral"). Hickory
agrees to assign to IFI its interest in the Acton Collateral
to secure payment of IFI's interest in the WREIT Note.
4. Hickory agrees to subordinate its right to receive
principal and interest under the WREIT Note and its rights in
the Acton Collateral, to the interest and rights of IFI in the
WREIT Note and the Acton Collateral.
5. IFI agrees that its interest in the WREIT Note and the
Acton Collateral may be subordinated to rights which may be
granted to New England Life in an amount not to exceed
$2,000,000.
6. If IFI has not received $790,000 of principal and all
accrued interest thereon on or before August 15, 1992, then IFI
shall be entitled to demand payment from WREIT and to exercise
all other remedies under the WREIT Note and the Acton
Collateral documents.
7. This transaction shall be subject to the preparation of
documentation satisfactory to IFI and to Hickory.
8. Notwithstanding any other provision herein to the
contrary, if the transaction contemplated by this letter has
not been approved by the IFI Board of Directors on or before
August 31, 1990, Hickory shall immediately refund to IFI
$75O,OOO, plus interest thereon at the rate of 12% per annum.
If the foregoing correctly sets forth our agreement, please so
indicate by signing a copy of this letter in the space provided
below.
HICKORY FURNITURE COMPANY
By:______________________
Accepted and agreed to this _______day of August, 1990.
INDIANA FINANCIAL INVESTORS, INC.
By:______________________