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EXHIBIT 10.14
AGREEMENT FOR PARTIAL RELEASE OF ESCROWED FUNDS
THIS AGREEMENT FOR PARTIAL RELEASE OF ESCROWED FUNDS dated and deemed
effective as of March 11, 1997, (this "Agreement"), by and among CTB, Inc.
(formerly CTB Ventures, Inc.), an Indiana corporation ("Buyer"), and each of
the persons listed on Exhibit A attached hereto (collectively the
"Shareholders").
WHEREAS, Buyer and the Shareholders are parties to the Escrow
Agreement, along with NBD Bank, N.A., as Escrow Agent (the "Escrow Agent"),
dated as of January 4, 1996 (the "Escrow Agreement"); and
WHEREAS, Section 9 of the Escrow Agreement provides, in part, that the
Escrow Agreement will terminate on the earlier of (i) thirty (30) days after
completion of the Buyer's audit for the year ended December 31, 1996, or (ii)
the distribution of all Escrowed Funds pursuant to the Escrow Agreement;
provided further, that if there are any unresolved or unsettled claims then
outstanding, the Escrow Agreement will not terminate until the resolution of
all such claims; and further provided that as soon as practicable after such
termination of the Escrow Agreement, the Escrow Agent will promptly deliver all
excess funds to the Shareholders; and
WHEREAS, the Buyer's audit for the year ended December 31, 1996, has
been finalized as of March 28, 1997, and results communicated to the Buyer; and
WHEREAS, certain potential claims against the Escrowed Funds have been
identified by Buyer; and
WHEREAS, Buyer and the Shareholders desire to arrange for a partial
distribution of the Escrowed Funds in consideration of the anticipated results
of the audit and the potential claims against the Escrowed Funds which have
been identified.
NOW, THEREFORE, the parties hereby agree as follows:
1. Buyer and the Shareholders hereby agree, and shall instruct the
Escrow Agent, to release from the Escrowed Funds to the Shareholders, pursuant
to terms of the Escrow Agreement, the principal sum of $4,500,000.00 plus
interest earned as of March 7, 1997, in the amount of $177,825.90, for a total
distribution to the shareholders of $4,677,825.90.
2. Buyer and the Shareholders acknowledge that Buyer has asserted a
potential, but as yet not readily ascertainable claim, relating to potential
environmental clean-up costs, which costs may be in a total sum qualifying for
payment from the Escrowed Funds. Therefore, Buyer and the Shareholders agree
that the principal sum of $500,000.00, plus interest from and after March 7,
1997, shall be retained in the
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Escrow Account as Escrowed Funds for the possible payments of such claims,
until such claims are finally resolved or released by Buyer.
3. Buyer and the Shareholders shall execute appropriate instructions
to the Escrow Agent with regard to this Agreement and obtain Escrow Agent's
written acknowledgment and consent to the partial release of the Escrowed Funds
provided for in this Agreement.
CTB, INC. (formerly CTB Ventures, Inc.)
By: /s/ Xxx X. Xxxxxxxxxxx
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Xxx X. Xxxxxxxxxxx
Title: Vice President & CFO
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SHAREHOLDERS
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
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J. Xxxxxxxxxxx Xxxxxxx,
individually and as
Shareholder Representative
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