-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QDdYiU2wgD0vx48muai/KxG4xQQ8t8xx6+vMkCnvGBgOiPDrweCOn4w6yUqpyVOK fAVtNVSjMsVpJdWis/9tAA== 0001068590-02-000067.txt : 20020414 0001068590-02-000067.hdr.sgml : 20020414 ACCESSION NUMBER: 0001068590-02-000067 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020222 GROUP MEMBERS: CITICORP GROUP MEMBERS: CITICORP BANKING CORPORATION GROUP MEMBERS: CITICORP HOLDINGS COMPANY GROUP MEMBERS: CITICORP INC. GROUP MEMBERS: COURT SQUARE CAPITAL LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHROMCRAFT REVINGTON INC CENTRAL INDEX KEY: 0000884130 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510] IRS NUMBER: 351848094 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42371 FILM NUMBER: 02556613 BUSINESS ADDRESS: STREET 1: 1100 N WASHINGTON ST CITY: DELPHI STATE: IN ZIP: 46923 BUSINESS PHONE: 7655643500 MAIL ADDRESS: STREET 1: 1100 N WASHINGTON ST CITY: DELPHI STATE: IN ZIP: 46923 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITIGROUP INC CENTRAL INDEX KEY: 0000831001 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 521568099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 BUSINESS PHONE: 2125591000 MAIL ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS INC DATE OF NAME CHANGE: 19940103 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS GROUP INC DATE OF NAME CHANGE: 19950519 FORMER COMPANY: FORMER CONFORMED NAME: PRIMERICA CORP /NEW/ DATE OF NAME CHANGE: 19920703 SC 13D/A 1 chrom13d.txt AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) CHROMCRAFT REVINGTON, INC. - ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - ------------------------------------------------------------------------------- (Title of Class of Securities) 171117-10-4 ------------------------------------ (CUSIP Number) CHRISTOPHER G. KARRAS, DECHERT 4000 BELL ATLANTIC TOWER, 1717 ARCH STREET, PHILADELPHIA, PA 19103 (215) 994-4000 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 19, 2002 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement on Schedule 13D) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box /X/. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). The Exhibit Index is located on page 13. SCHEDULE 13D CUSIP NO. 171117-10-4 Page 2 of 14 Pages - --------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON COURT SQUARE CAPITAL LIMITED - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NOT APPLICABLE - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 -------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 5,695,418 SHARES OF COMMON STOCK -------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 -------------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 5,695,418 SHARES OF COMMON STOCK -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,695,418 SHARES OF COMMON STOCK - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP NO. 171117-10-4 Page 3 of 14 Pages - --------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CITICORP BANKING CORPORATION - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NOT APPLICABLE - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 -------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 5,695,418 SHARES OF COMMON STOCK -------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 -------------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 5,695,418 SHARES OF COMMON STOCK -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,695,418 SHARES OF COMMON STOCK - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP NO. 171117-10-4 Page 4 of 14 Pages - --------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CITICORP - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NOT APPLICABLE - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 -------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 5,695,418 SHARES OF COMMON STOCK -------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 -------------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 5,695,418 SHARES OF COMMON STOCK -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,695,418 SHARES OF COMMON STOCK - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP NO. 171117-10-4 Page 5 of 14 Pages - --------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CITIGROUP HOLDINGS COMPANY - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NOT APPLICABLE - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 -------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 5,695,418 SHARES OF COMMON STOCK -------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 -------------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 5,695,418 SHARES OF COMMON STOCK -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,695,418 SHARES OF COMMON STOCK - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP NO. 171117-10-4 Page 6 of 14 Pages - --------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CITIGROUP INC. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NOT APPLICABLE - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 -------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 5,695,918 SHARES OF COMMON STOCK* -------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 -------------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 5,695,918 SHARES OF COMMON STOCK* -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,695,918 SHARES OF COMMON STOCK* - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - ------------------------------------------------------------------------------- * INCLUDES 500 SHARES THAT MAY BE DEEMED TO BE BENEFICIALLY OWNED BY OTHER SUBSIDIARIES OF CITIGROUP INC. AMENDMENT NO. 3 TO SCHEDULE 13D This Amendment No. 3 amends the indicated items of the statement on Schedule 13D filed on January 18, 2001, relating to the Common Stock ("Common Stock") of Chromcraft Revington, Inc., a Delaware corporation (the "Issuer"). ITEM 2. IDENTITY AND BACKGROUND. (a) This Statement on Schedule 13D is being filed by each of the following persons pursuant to Rule 13(d)-(1)(f) promulgated by the Securities and Exchange Commission (the "Commission") pursuant to Section 13 of the Securities and Exchange Act of 1934 (the "Act"): (i) Court Square Capital Limited, a Delaware corporation ("Court Square"), by virtue of its direct beneficial ownership of Common Stock, (ii) Citicorp Banking Corporation, a Delaware corporation ("Citicorp Banking"), by virtue of its ownership of all the outstanding Common Stock of Court Square, (iii) Citicorp, a Delaware corporation ("Citicorp"), by virtue of its ownership of all of the outstanding common stock of Citicorp Banking, (iv) Citigroup Holdings Company, a Delaware corporation ("Citigroup Holdings"), by virtue of its ownership of all of the outstanding common stock of Citicorp, and (v) Citigroup Inc. ("Citigroup"), a Delaware corporation, by virtue of its ownership of all of the outstanding common stock of Citigroup Holdings (collectively, the "Reporting Persons"). Attached as Schedule A is information concerning each executive officer and director of each of Court Square and Citigroup, which is ultimately in control of Court Square. Schedule A is incorporated into and made a part of this Statement on Schedule 13D. (b) The address of the principal business and principal office of each of Court Square, Citicorp and Citigroup is 399 Park Avenue, New York, New York 10043. The address of the principal business and principal office of Citigroup Holdings is One Rodney Square, Wilmington, Delaware 19899. The address of the principal business and principal office of Citicorp Banking is One Penn's Way, New Castle, Delaware 19720. (c) Court Square's principal business is investing in leveraged buy-outs. Citicorp Banking is a holding company principally engaged, through its subsidiaries, in the general financial services business. Citicorp is a bank holding company principally engaged, through its subsidiaries, in the general financial services business. Citigroup Holdings is a holding company principally engaged, through its subsidiaries, in the general financial services business. Citigroup is a diversified holding company providing, through its subsidiaries, a broad range of financial services to consumer and corporate customers world-wide. (d) During the last five years, none of the Reporting Persons nor, to the knowledge of each Reporting Person, any of their respective officers, directors or controlling persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons, nor, to the knowledge of each Reporting Person, any of their respective officers, directors or controlling persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws on finding any violation with respect to such laws. (f) Each of Court Square, Citicorp, Citicorp Banking, Citigroup Holdings and Citigroup is a Delaware corporation. Except as otherwise indicated on Schedule A, to the knowledge of each Reporting Person, each executive officer and director named in Schedule A to this Statement on Schedule 13D are citizens of the United States. ITEM 4. PURPOSE OF TRANSACTION. (a) On January 10, 2002, Court Square accepted the Issuer's proposal to purchase all of the 5,695,418 shares of Common Stock owned by Court Square for a cash purchase price of $10.00 per share, plus a fee in cash of up to $.50 per share (not to exceed $2,800,000 in the aggregate) (the "Proposal"). According to the Proposal, 2,000,000 shares of Court Square's Common Stock would be purchased by an employee stock ownership plan to be formed by the Issuer and 3,695,418 shares would be purchased by the Issuer. Pursuant to the Proposal, on February 19, 2002, Court Square and the Issuer executed a Stock Purchase Agreement pursuant to which Court Square agreed to sell and the Issuer agreed to buy 3,695,418 shares of Common Stock owned by Court Square on or before March 15, 2002, for a cash purchase price of $10.00 per share, plus a fee in cash of up to $.50 per share (not to exceed $2,800,000 in the aggregate) (the "Company Purchase Agreement"). On February 19, 2002 Court Square and Great Bank Trust Company, in its capacity as trustee of the Chromcraft Revington, Inc. Employee Stock Ownership Plan Trust (the "ESOP Purchaser") executed a Stock Purchase Agreement pursuant to which Court Square agreed to sell and the ESOP Purchaser agreed to buy 2,000,000 shares of Common Stock owned by Court Square on or before March 15, 2002, for a cash purchase price of $10.00 per share (the "ESOP Purchase Agreement" together, the Company Purchase Agreement and the ESOP Purchase Agreement, the "Purchase Agreements"). A copy of the ESOP Purchase Agreement is attached as Exhibit 1 to this Schedule 13D. A copy of the Company Purchase Agreement is attached as Exhibit 2 to this Schedule 13D. The consummation of the stock purchases by the Issuer and the ESOP Purchaser is contingent upon the approval by the board of directors of the Issuer, the satisfactory completion of a due diligence investigation by the ESOP Purchaser, the receipt of a fairness opinion acceptable to the Issuer's board of directors and the ESOP Purchaser, the procurement of bank financing on terms and conditions acceptable to the Issuer and certain other conditions. The Purchase Agreements may be terminated by either party if the stock purchases are not consummated on or before March 15, 2002 or upon mutual agreement of the parties. If the stock purchases are not consummated, Court Square may decide for any reason or no reason in the future to (i) accept a new modified agreement regarding the sale of its shares or (ii) purchase additional shares of Common Stock publicly or privately from the Issuer or from third parties or dispose of some or all of the shares of Common Stock it holds; however, Court Square can give no assurances that it will take or refrain from taking any of the foregoing actions. (b)-(c) Not applicable. (d) Upon consummation of the stock purchase by the Issuer pursuant to the Company Stock Purchase Agreement, M. Saleem Muqaddam shall resign from the Board of Directors of the Issuer. (e) Consummation of the stock purchases pursuant to the Purchase Agreements would result in the Issuer and the ESOP Purchaser acquiring approximately 59.0% of the outstanding Common Stock. (f)-(j) Not applicable. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the date of this filing, Court Square beneficially owns 5,695,418 shares of Common Stock which represents 59.0% of all shares of common stock outstanding. Percentages are based on the number of shares of Common Stock issued and outstanding as of February 19, 2002. (b) Court Square, Citicorp Banking, Citicorp, Citigroup Holdings and Citigroup may be deemed to share the voting and dispositive power of the 5,695,418 shares of Common Stock owned by Court Square by virtue of, and this form is being filed by Citicorp Banking, Citicorp, Citigroup Holdings and Citigroup solely because of, Citicorp Banking's 100% ownership in Court Square, Citicorp's 100% ownership interest in Citicorp Banking, Citigroup Holding's 100% ownership interest in Citicorp and Citigroup's 100% interest in Citigroup Holdings. Citigroup, through its direct and indirect subsidiaries, beneficially owns 500 shares of Common Stock as to which shares it may be deemed to share the voting and dispositive power. (c) Neither the Reporting Persons nor, to the best knowledge of each Reporting Person, any of the persons named in Schedule A to the Schedule 13D, has effected a transaction in shares of Common Stock during the past 60 days (excluding transactions that may have been effected by certain subsidiaries of Citigroup for managed accounts with funds provided by third-party customers). (d) No person other than Court Square has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by Court Square. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. Except as set forth in Item 4, to the best knowledge of the Reporting Persons, no contracts, arrangements, understandings or relationships (legal or otherwise) exist among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 - ESOP Purchase Agreement Exhibit 2 - Company Purchase Agreement SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement on Schedule 13D with respect to the undersigned is true, complete and correct. Dated: February 22, 2002 COURT SQUARE CAPITAL LIMITED By:/s/Anthony P. Mirra ------------------------------------------ Name: Anthony P. Mirra Title: Vice President CITICORP BANKING CORPORATION By:/s/William Wolf ------------------------------------------ Name: William Wolf Title: Senior Vice President CITICORP By:/s/Joseph B. Wollard ----------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary CITIGROUP HOLDINGS COMPANY By:/s/Joseph B. Wollard ----------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary CITIGROUP INC. By:/s/Joseph B. Wollard ----------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary SCHEDULE A COURT SQUARE CAPITAL LIMITED DIRECTORS William T. Comfort Anne Goodbody David F. Thomas OFFICERS TITLE William T. Comfort Senior Vice President Byron L. Knief Vice President Michael T. Bradley Vice President Charles E. Corpening Vice President Michael A. Delaney Vice President* Ian D. Highet Vice President David Y. Howe Vice President Richard E. Mayberry Vice President Thomas F. McWilliams Vice President Paul C. Schorr Vice President* Joseph M. Silvestri Vice President David F. Thomas Vice President James A. Urry Vice President John D. Weber Vice President Lauren M. Connelly Vice President & Secretary Michael S. Gollner Vice President Anthony P. Mirra Vice President & Assistant Secretary Darryl A. Johnson Assistant Vice President * Denotes the functional title of Managing Director SCHEDULE A CITIGROUP INC. OFFICERS TITLE C. Michael Armstrong Director Alain J.P. Belda Director (Brazil) Kenneth J. Bialkin Director Kenneth T. Derr Director John M. Deutch Director The Honorable Gerald R. Ford Honorary Director Alfredo Harp Director (Mexico) Roberto Hernandez Director (Mexico) Ann Dibble Jordan Director Robert I. Lipp Director and Executive Officer Reuben Mark Director Michael T. Masin Director Dudley C. Mecum Director Richard D. Parsons Director Andrall E. Pearson Director Robert E. Rubin Director and Executive Officer Franklin A. Thomas Director Sanford I. Weill Director and Executive Officer Arthur Zankel Director Winfried F.W. Bischoff Executive Officer (United Kingdom and Germany) Michael A. Carpenter Executive Officer Thomas Wade Jones Executive Officer Deryck C. Maughan Executive Officer (United Kingdom) Victor J. Menezes Executive Officer Charles O. Prince, III Executive Officer William R. Rhodes Executive Officer Todd S. Thomson Executive Officer Robert B. Willumstad Executive Officer EXHIBIT INDEX Exhibit No. 1. ESOP Purchase Agreement 2. Company Purchase Agreement The undersigned hereby agree that: (i) each of them is individually eligible to use the Schedule 13D attached hereto; (ii) the attached Schedule 13D is filed on behalf of each of them; and (iii) each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information therein concerning him or itself; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless he or it knows or has reason to believe that such information is inaccurate. CITIGROUP INC. By:/s/Joseph B. Wollard -------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary CITIGROUP HOLDINGS COMPANY By:/s/Joseph B. Wollard -------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary CITICORP By:/s/Joseph B. Wollard -------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary CITICORP BANKING CORPORATION By:/s/William Wolf -------------------------------------- Name: William Wolf Title: Senior Vice President COURT SQUARE CAPITAL LIMITED By:/s/Anthony P. Mirra -------------------------------------- Name: Anthony P. Mirra Title: Vice President EX-99.1 3 exhibit1.txt EXHIBIT 1 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement "), is made and entered into as of the 19th day of February, 2002, by and between GREATBANC TRUST COMPANY, not in its individual or corporate capacity, but solely as trustee of the Chromcraft Revington, Inc. Employee Stock Ownership Plan Trust (the "Purchaser"), which forms a part of the Chromcraft Revington, Inc. Employee Stock Ownership Plan (the "ESOP"), and COURT SQUARE CAPITAL LIMITED (the "Selling Shareholder"), a Delaware corporation with its principal office in New York, New York and an affiliate of Citigroup Inc. W I T N E S S E T H : WHEREAS, the Selling Shareholder owns 5,695,418 shares, comprising approximately 59.1%, of the issued and outstanding shares of common stock of Chromcraft Revington, Inc. (the "Company"), a Delaware corporation; WHEREAS, the ESOP has been designated by the Company as an employee stock ownership plan and is therefore designed to invest primarily in securities of the Company for the benefit of the participants under the ESOP and their beneficiaries; WHEREAS, the Selling Shareholder desires to sell and transfer to the Purchaser, and the Purchaser desires to purchase from the Selling Shareholder, 2,000,000 shares of common stock of the Company (the "Shares") upon the terms and subject to the conditions set forth herein (the "ESOP Purchase"); WHEREAS, concurrently with the consummation of the ESOP Purchase, the Selling Shareholder will sell and transfer its remaining 3,695,418 shares of common stock to the Company, and the Company will purchase such shares from the Selling Shareholder, upon the terms and subject to the conditions set forth in a separate stock purchase agreement (the "Company Stock Purchase Agreement") between the Selling Shareholder and the Company (the "Company Purchase"); and WHEREAS, upon consummation of the Company Purchase and the ESOP Purchase, the Selling Shareholder will cease to be a shareholder of the Company. NOW, THEREFORE, in consideration of the foregoing premises, the representations, warranties, covenants, agreements and mutual obligations contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Purchaser and the Selling Shareholder hereby agree as follows: SECTION 1 PURCHASE AND SALE OF THE SHARES 1.01. Purchase and Sale of the Shares. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined), the Selling Shareholder shall sell, transfer, assign and deliver to the Purchaser, and the Purchaser shall purchase and acquire from the Selling Shareholder, all right, title and interest in and to the Shares, free and clear of any and all liens, pledges, security interests, charges, claims, options, rights of first refusal, rights of conversion, exchange or purchase, and adverse claims or rights whatsoever. 1.02. The Closing. The closing of the ESOP Purchase (the "Closing") shall take place at the offices of Krieg DeVault LLP, One Indiana Square, Suite 2800, Indianapolis, Indiana and shall be effective as of 11:59 p.m., Indianapolis time, on March 15, 2002 (the "Effective Time"). The date on which the Closing occurs shall be referred to herein as the "Closing Date." The place, date and time of the Closing may be changed by mutual agreement of the parties. 1.03. Purchase Price. The aggregate purchase price to be paid at the Closing by the Purchaser to the Selling Shareholder for the Shares shall be Twenty Million Dollars ($20,000,000) (the "Purchase Price"), or Ten Dollars ($10.00) for each of the Shares. 1.04. Method of Payment. At the Closing, the Purchaser shall pay in immediately available funds by wire transfer to the Selling Shareholder an amount equal to the Purchase Price. At least 72 hours prior to the Closing, the Selling Shareholder shall provide the Purchaser with instructions for payment of the Purchase Price, including wire transfer instructions. 1.05. Delivery of Stock Certificates. At the Closing, the Selling Shareholder shall deliver to the Purchaser the certificate or certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in proper form for transfer. 1.06. Further Assurances. At the Purchaser's request, the Selling Shareholder shall, from time to time after the Closing, execute, acknowledge and deliver such other documents, instruments and writings and shall take such other actions as the Purchaser may reasonably request in order to give effect to the ESOP Purchase or otherwise as may be necessary to carry out or evidence the transactions contemplated by this Agreement. SECTION 2 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER The Purchaser hereby represents and warrants to the Selling Shareholder as follows: 2.01. Organization and Qualification. GreatBanc Trust Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois and qualifies as a bank within the meaning of Section 581 of the Internal Revenue Code of 1986, as amended. GreatBanc Trust Company is duly qualified and has full power and authority to act as a trustee of the Purchaser and perform all of its obligations contemplated hereby under its organizational documents, the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and applicable law. 2.02. Authority; No Violations. (a) The Purchaser has full power and authority to enter into this Agreement and to carry out its obligations hereunder and to consummate the transactions contemplated hereby subject to fulfillment of the conditions precedent set forth in Section 5.01 hereof. This Agreement and its execution and delivery by the Purchaser have been duly authorized and approved by the Purchaser. Subject to the fulfillment of the conditions precedent set forth in Section 5.01 hereof, this Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except to the extent limited by general principles of equity, by equitable and other principles of ERISA, by public policy and by bankruptcy, insolvency, reorganization, liquidation, moratorium, readjustment of debt or other laws of general application relating to or affecting the enforcement of creditors' rights. (b) Neither the execution of this Agreement nor the consummation of the ESOP Purchase (with or without notice or lapse of time) (i) conflicts with, violates any provision of or constitutes a breach of or default under the ESOP or any other documents executed by the Purchaser pursuant to the ESOP, (ii) to the Purchaser's knowledge, conflicts with or violates any law, statute, rule, regulation or governmental requirement or any court or administrative judgment, order, injunction, writ, directive or decree, or (iii) conflicts with, results in a breach of or constitutes a default under any note, bond, indenture, mortgage, deed of trust, license, lease, contract, agreement, understanding, arrangement, commitment, instrument or other writing to which the Purchaser is a party or, to the Purchaser's knowledge, by which the Purchaser is subject or bound. 2.03. No Third Party Consents. No consent, approval, authorization, clearance or waiver of or any filing with or notice to any third party or any government agency or authority is required for the execution, delivery and performance of this Agreement or the consummation of the ESOP Purchase by the Purchaser. 2.04. No Litigation or Pending Proceedings . (a) There are no claims, actions, suits, proceedings, arbitrations, mediations or investigations pending or, to the Purchaser's knowledge, threatened in any court or before any government agency or authority, arbitration panel, mediator or otherwise (nor has any event occurred or circumstance arisen that may give rise to or serve as a basis for any claim, action, suit, proceeding, litigation, arbitration, mediation or investigation) against, by or affecting the Purchaser that may impact the consummation of the ESOP Purchase. (b) The Purchaser is not (i) subject to any outstanding judgment, order, writ, injunction, directive or decree of any court, arbitration panel or governmental agency or authority, (ii) presently charged with or under governmental investigation with respect to any actual or alleged violations of any law, statute, rule, regulation or other governmental requirement, or (iii) the subject of any pending or threatened proceeding by any government regulatory agency or authority having jurisdiction over its business, properties or operations, which may impact any of the Shares or the consummation of the ESOP Purchase. 2.05. Broker's, Finder's and Other Fees. No agent, broker, investment banker, consultant, representative or other person acting on behalf of the Purchaser or under the authority of the Purchaser is or shall be entitled to any commission, broker's or finder's fee or any other form of compensation or payment from the Purchaser relating to this Agreement or the ESOP Purchase other than the attorneys, accountants and tax or financial advisors of the Purchaser in connection with this Agreement and the ESOP Purchase. 2.06. No Other Representations or Warranties. Except as expressly set forth in this Section 2, the Purchaser makes no expressed or implied representations or warranties whatsoever to the Selling Shareholder. 2.07. Bring-Down of Representations and Warranties. All representations and warranties of the Purchaser set forth in this Agreement shall be true, accurate and complete, and shall be deemed made again, on and as of the Effective Time. SECTION 3 REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDER The Selling Shareholder hereby represents and warrants to the Purchaser as follows: 3.01. Organization. The Selling Shareholder is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 3.02. Authority; No Violations. (a) The Selling Shareholder has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder and to consummate the transactions contemplated hereby subject to the fulfillment of the conditions precedent set forth in Section 5.02 hereof. This Agreement and its execution and delivery by the Selling Shareholder have been duly authorized and approved by the Board of Directors or other appropriate committee of the Selling Shareholder, and no other authorizations or approvals by the Selling Shareholder or any parent or affiliate of the Selling Shareholder are required for the Selling Shareholder to execute and deliver this Agreement and to consummate the ESOP Purchase. Subject to the fulfillment of the conditions precedent set forth in Section 5.02 hereof, this Agreement constitutes a valid and binding obligation of the Selling Shareholder, enforceable in accordance with its terms, except to the extent limited by general principles of equity, by equitable and other principles of ERISA, by public policy and by bankruptcy, insolvency, reorganization, liquidation, moratorium, readjustment of debt or other laws of general application relating to or affecting the enforcement of creditors' rights. (b) Neither the execution of this Agreement nor the consummation of the ESOP Purchase by the Selling Shareholder (with or without notice or lapse of time) (i) conflicts with or violates any provision of the Selling Shareholder's certificate of incorporation, by-laws or other corporate governance document, (ii) conflicts with or violates any law, statute, rule, regulation or governmental requirement or any court or administrative judgment, order, injunction, writ, directive or decree, (iii) conflicts with, results in a breach of or constitutes a default under any note, bond, indenture, mortgage, deed of trust, license, lease, contract, agreement, understanding, arrangement, commitment, instrument or other writing to which the Selling Shareholder is a party or by which the Selling Shareholder is subject or bound, (iv) gives any person, proprietorship, partnership, limited liability company, corporation, other entity (other than the Purchaser) or third party the right to acquire any of the Shares or any interest in any of the Shares, or (v) results in any lien, pledge, security interest, charge, claim, option, right of first refusal, right of conversion, exchange or purchase, or adverse claim or right being placed upon or relating to any of the Shares. 3.03. Ownership. The Selling Shareholder is the sole lawful owner, of record and together with its affiliates beneficially, of the Shares. The Shares are free and clear of any and all liens, pledges, security interests, charges, claims, options, rights of first refusal, rights of conversion, exchange or purchase, and adverse claims or rights. The Selling Shareholder is not a party to or bound by any buy-sell or other agreement, understanding or commitment with respect to any of the Shares, other than this Agreement and the Company Stock Purchase Agreement. 3.04. No Third Party Consents. No consent, approval, authorization, clearance or waiver of or any filing with or notice to any third party or any government agency or authority not already obtained is required for the execution, delivery and performance of this Agreement or the consummation of the ESOP Purchase by the Selling Shareholder. No approval not already obtained of this Agreement, the ESOP Purchase or of any of the transactions contemplated by this Agreement is required to be obtained from the stockholders or any parent or affiliate of the Selling Shareholder. 3.05. No Litigation or Pending Proceedings . (a) There are no claims, actions, suits, proceedings, arbitrations, mediations or investigations pending or, to the Selling Shareholder's knowledge, threatened in any court or before any government agency or authority, arbitration panel, mediator or otherwise (nor has any event occurred or circumstance arisen that may give rise to or serve as a basis for any claim, action, suit, proceeding, litigation, arbitration, mediation or investigation) against, by or affecting the Selling Shareholder that may impact any of the Shares or the consummation of the Company Purchase or the ESOP Purchase. (b) The Selling Shareholder is not (i) subject to any outstanding judgment, order, writ, injunction, directive or decree of any court, arbitration panel or governmental agency or authority, (ii) presently charged with or under governmental investigation with respect to any actual or alleged violations of any law, statute, rule, regulation or other governmental requirement, or (iii) the subject of any pending or threatened proceeding by any government regulatory agency or authority having jurisdiction over its business, properties or operations, which may impact any of the Shares or the consummation of the Company Purchase or the ESOP Purchase. 3.06. Broker's, Finder's and Other Fees. No agent, broker, investment banker, consultant, representative or other person acting on behalf of the Selling Shareholder or under the authority of the Selling Shareholder is or shall be entitled to any commission, broker's or finder's fee or any other form of compensation or payment from the Selling Shareholder relating to this Agreement or the ESOP Purchase other than the Transaction Fee (as defined in the Company Stock Purchase Agreement) and other than attorneys, accountants and tax or financial advisors of the Selling Shareholder in connection with this Agreement and the ESOP Purchase. 3.07. Bring-Down of Representations and Warranties. All representations and warranties of the Selling Shareholder set forth in this Agreement shall be true, accurate and complete, and shall be deemed made again, on and as of the Effective Time. SECTION 4 COVENANTS 4.01. Covenants of the Purchaser. (a) Between the date hereof and the Closing Date, subject to commercial reasonableness, the Purchaser shall not take any action that would result in or fail to take any action that would prevent, and shall not permit its affiliates or agents to take any action that would result in or fail to take any action that would prevent, a breach of any representation, warranty or covenant of the Purchaser set forth in this Agreement. (b) Any and all Taxes (as hereinafter defined) incurred by the Purchaser by virtue of or relating to the ESOP Purchase shall be paid by the Purchaser or the Company. 4.02. Covenants of the Selling Shareholder. (a) Between the date hereof and the Closing Date, subject to commercial reasonableness, the Selling Shareholder shall not take any action that would result in or fail to take any action that would prevent, and shall not permit its directors, employees, affiliates or agents to take any action that would result in or fail to take any action that would prevent, a breach of any representation, warranty or covenant of the Selling Shareholder set forth in this Agreement. (b) Any and all Taxes (as hereinafter defined) incurred by the Selling Shareholder by virtue of or relating to the ESOP Purchase shall be paid by the Selling Shareholder, except as set forth in the Company Stock Purchase Agreement. 4.03 Definition of "Taxes". For purposes of this Agreement, the term "Taxes" shall mean any and all federal, state, county, local, foreign or other income, gross receipts, capital gain, franchise, excise, withholding, personal property, transfer, value added, alternative or add-on minimum and other taxes, assessments, fees and charges (whether known, unknown, absolute, fixed, matured, unmatured, contingent or otherwise and whether due or to become due), including, without limitation, any and all interest, penalties and additions to tax in respect of the foregoing, whether or not disputed, and any liability or obligation to indemnify, assume or succeed to any of the foregoing. SECTION 5 CONDITIONS PRECEDENT TO CLOSING 5.01. The Purchaser. The obligation of the Purchaser to consummate the ESOP Purchase and the binding effect of this Agreement on the Purchaser is subject to the satisfaction and fulfillment of each of the following conditions at or prior to the Closing, unless waived in writing by the Purchaser: (a) Delivery of Stock Certificates. The Selling Shareholder shall have delivered to the Purchaser the certificate or certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in proper form for transfer and dated as of the Closing Date. (b) Corporate Action. The Board of Directors or other appropriate committee of the Selling Shareholder shall have authorized and approved this Agreement and the ESOP Purchase, and the Selling Shareholder shall have taken all other corporate action necessary for the Selling Shareholder to consummate the ESOP Purchase. (c) Representations and Warranties of the Selling Shareholder. Each of the representations and warranties of the Selling Shareholder set forth in this Agreement shall be true, accurate and complete at and as of the Effective Time. (d) Compliance with Covenants. The Selling Shareholder shall have complied with all of its covenants and agreements set forth in Section 4.02 of this Agreement. (e) No Lawsuits or Proceedings . No action, suit or proceeding before any court or governmental or regulatory authority shall be pending against the Purchaser, the Selling Shareholder or any of their respective directors or officers seeking to restrain, prevent, limit or change the Company Purchase, the ESOP Purchase or the related transactions contemplated hereby or by the Company Stock Purchase Agreement or questioning the legality or validity of any such transactions or seeking damages in connection with any of such transactions. (f) Officers' Certificate. The Selling Shareholder shall have delivered to the Purchaser a certificate of the Selling Shareholder's President and Secretary certifying that the conditions set forth in Sections 5.01(a), (b), (c), (d) and (e) hereof have been satisfied and fulfilled. (g) Opinions of Counsel. The Purchaser shall have received from Dechert, counsel to the Selling Shareholder, and from Krieg DeVault LLP, counsel to the Company, opinions, dated as of the Closing Date, in form and substance substantially as set forth in Exhibits A and B attached hereto. (h) Fairness Opinion. The Trustee shall have been furnished with an opinion of Duff & Phelps, LLC ("D&P") satisfactory to the Purchaser to the effect that as of the Closing Date (i) the Purchase Price does not exceed the "fair market value," as such term is defined in Section 3(18) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), of the Shares as of the Closing Date, (ii) the interest rate charged under the loan from the Company to the ESOP to pay the Purchase Price is reasonable, (iii) the ESOP Purchase is fair to the ESOP from a financial point of view, and (iv) such opinion shall not have been withdrawn by D&P prior to the Closing. (i) Financing. The ESOP shall have obtained a loan from the Company on terms and conditions satisfactory to the Purchaser in an amount necessary to pay the Purchase Price. (j) ERISA Determinations. The Trustee shall have determined that (i) the Purchase Price does not exceed the "fair market value," as such term is defined in Section 3(18) of the ERISA, of the Shares as of the Closing Date, (ii) the purchase of the Shares constitutes a prudent investment under the ERISA, (iii) the terms and conditions of the ESOP Purchase are fair and reasonable to the ESOP from a financial point of view and in the best interest of the ESOP participants, and (iv) the ESOP Purchase is not contrary to any applicable laws. (k) Due Diligence. The Trustee shall have completed its due diligence investigation of the Company and shall, in its sole discretion, be satisfied in all respects with the results of such investigation. (l) Company Purchase. The Company Purchase shall have been consummated concurrently with the consummation of the ESOP Purchase. (m) Company Representations. The Company shall have delivered to the Purchaser representations regarding the Company's business in form and substance satisfactory to the Purchaser. 5.02. The Selling Shareholder. The obligation of the Selling Shareholder to consummate the ESOP Purchase is subject to the satisfaction and fulfillment of each of the following conditions at or prior to the Closing, unless waived in writing by the Selling Shareholder: (a) Payment of Purchase Price. The Purchaser shall have paid the Purchase Price in accordance with Sections 1.03 and 1.04 hereof. (b) Corporate Action . The Purchaser shall have authorized and approved this Agreement and the ESOP Purchase, and the Purchaser and the Company shall have taken all other corporate action necessary for the Purchaser to consummate the ESOP Purchase. (c) Representations and Warranties of the Purchaser . Each of the representations and warranties of the Purchaser set forth in this Agreement shall be true, accurate and complete at and as of the Effective Time. (d) Compliance with Covenants. The Purchaser shall have complied with all of its covenants and agreements set forth in Section 4.01 of this Agreement. (e) No Lawsuits or Proceedings. No action, suit or proceeding before any court or governmental or regulatory authority shall be pending against the Purchaser, the Selling Shareholder or any of their respective directors or officers seeking to restrain, prevent, limit or change the Company Purchase, the ESOP Purchase or the related transactions contemplated hereby or by the Company Stock Purchase Agreement or questioning the legality or validity of any such transactions or seeking damages in connection with any such transactions. (f) Officer's Certificate. The Purchaser shall have delivered to the Selling Shareholder a certificate of the Purchaser certifying (i) that the conditions set forth in Sections 5.02(a), (b), (c), (d) and (e) hereof have been satisfied and fulfilled, and (ii) evidencing action taken by the Purchaser authorizing and approving this Agreement and the ESOP Purchase. (g) Company Purchase. The Company Purchase shall have been consummated concurrently with the consummation of the ESOP Purchase. (h) Opinion of Counsel . The Selling Shareholder shall have received from McDermott, Will & Emery, counsel to the Purchaser, an opinion, dated as of the Closing Date, in form and substance substantially as set forth in Exhibit C attached hereto. SECTION 6 TERMINATION OF AGREEMENT 6.01. Manner of Termination. This Agreement may be terminated and the ESOP Purchase abandoned at any time prior to the Effective Time by written notice delivered in accordance with Section 8.02 hereof, as follows: (a) By either the Purchaser or the Selling Shareholder, if: (i) the ESOP Purchase contemplated by this Agreement has not been consummated on or before March 15, 2002; or (ii)the Selling Shareholder and the Purchaser mutually agree in writing to terminate this Agreement. (b) By the Purchaser, if: (i) there has been a material misrepresentation or a material breach of any warranty by or on the part of the Selling Shareholder in its representations and warranties set forth in this Agreement; or (ii) there has been a material breach of or a material failure to comply with any covenant set forth in this Agreement by or on the part of the Selling Shareholder. (c) By the Selling Shareholder, if: (i) there has been a material misrepresentation or a material breach of any warranty by or on the part of the Purchaser in its representations and warranties set forth in this Agreement; or (ii) there has been a material breach of or material failure to comply with any covenant set forth in this Agreement by or on the part of the Purchaser 6.02. Effect of Termination. Upon termination of this Agreement in accordance with Section 6.01 hereof, this Agreement shall be of no further force or effect and the ESOP Purchase shall be deemed to be abandoned, and there shall be no obligation of or liability to any party hereto or any of their respective shareholders, affiliates, directors, officers, employees, representatives or agents, except that Sections 8.10 and 8.12 hereof shall survive any termination of this Agreement. SECTION 7 INDEMNIFICATION 7.01. ____ Indemnification by the Selling Shareholder. The Selling Shareholder hereby agrees to reimburse, indemnify, defend and hold harmless the Purchaser for, from and against each and every Loss (as hereinafter defined) incurred by the Purchaser based upon, arising out of or relating to (a) any inaccuracy in or breach of any representation or warranty of the Selling Shareholder set forth in this Agreement or in any of the certificates or other documents delivered by the Selling Shareholder to the Purchaser in connection with the Closing, (b) any breach of any covenant of the Selling Shareholder set forth in this Agreement, and (c) the enforcement of this Section 7.01 against the Selling Shareholder other than the actions taken by the Purchaser to implement this Section; provided, however, that in no event shall the Selling Shareholder reimburse, indemnify, defend or hold harmless, or be liable to, the Purchaser or any affiliate, successor or assignee of the Purchaser for or in connection with any Loss caused by or relating to (i) any breach of any of the Purchaser's representations, warranties or covenants set forth in this Agreement or any other breach by the Purchaser of this Agreement, (ii) any Taxes incurred by the Purchaser by virtue of or relating to the Company Purchase and the ESOP Purchase, provided, however, it being understood that any Taxes incurred by the Purchaser relating to the Company Purchase solely as a result of (a) or (b) above shall be a Loss subject to indemnification hereunder, or (iii) any fraud or willful misconduct of the Purchaser. 7.02. Notice and Opportunity to Defend Third-Party Claims. Promptly after (a) receipt by the Purchaser of notice of the assertion of any action or claim against the Purchaser by a person not a party to this Agreement, or (b) the discovery by the Purchaser of any Loss giving rise to indemnification hereunder, in each case with respect to which the Purchaser expects to make a request for indemnification hereunder, the Purchaser (the "Indemnified Party") shall give the Selling Shareholder (the "Indemnifying Party") written notice describing such action, claim or Loss in reasonable detail (an "Indemnification Notice"). If the Indemnified Party fails to give the Indemnification Notice in a timely manner and the Indemnifying Party is materially prejudiced in its defense by such failure, then the Indemnifying Party's liability with respect to such action, claim or Loss shall be reduced to the extent of such prejudice. Except as otherwise provided in this Section 7.02, the Indemnifying Party shall have the right, at its option, to defend, at its own expense and through counsel of its own choosing, and to control the defense of any such action or claim against the Indemnified Party; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Party. If counsel satisfactory to the Indemnified Party is not selected by the Indemnifying Party within thirty (30) days of any Indemnification Notice, then the Indemnified Party may select counsel to defend any such action or claim and, in such event, the Indemnifying Party shall be responsible for and pay all reasonable attorneys' fees, costs and expenses of such counsel, and the Indemnifying Party shall no longer be entitled to select counsel with respect to or control the defense of such action or claim. If the Indemnifying Party intends to undertake to defend an action or claim against an Indemnified Party, then the Indemnifying Party shall give a written notice (a "Defense Election Notice") to the Indemnified Party of its intention to do so within thirty (30) days of the Indemnification Notice to which such action or claim relates. Whether or not the Indemnifying Party chooses to so defend such action or claim, the parties hereto shall cooperate in the defense thereof and shall furnish such records, information and testimony, attend such settlement or other conferences, discovery proceedings, mediations, hearings, trials and appeals and respond to such discovery and other requests as may be reasonably requested in connection therewith. The Indemnified Party shall not compromise or settle any action, claim or Loss as to which indemnification hereunder is sought without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party shall not compromise or settle any action, claim or Loss as to which indemnification hereunder is sought without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Notwithstanding an election by the Indemnifying Party to assume the defense of any action or claim, the Indemnified Party shall have the right to employ separate counsel and to participate in, but not control, the defense of such action or claim at the sole cost of the Indemnified Party. Notwithstanding anything contained herein to the contrary, the Indemnified Party shall have the right to employ its own counsel in any action or claim, to control the defense of such action or claim and to require the Indemnifying Party to pay all reasonable fees and expenses of such counsel, if (a) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would result in a conflict of interest for such counsel in the representation of the Indemnified Party, (b) the Indemnified Party shall not have assumed the defense of the action or claim and employed counsel reasonably satisfactory to the Indemnified Party within the time limits set forth herein, or (c) the Indemnifying Party shall authorize in writing the Indemnified Party to employ separate counsel at the Indemnifying Party's expense. 7.03. Definition of "Loss". As used in this Section 7, the term "Loss" shall mean any and all actual or threatened losses, claims, demands, damages, awards, liabilities, obligations, judgments, settlements, fines, penalties, interest, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses). 7.04. Duration. Any claim for indemnification hereunder shall be made within two (2) years following the Closing Date. Once a claim for indemnification hereunder has been timely made, the indemnification obligation of the Selling Shareholder shall remain in full force and effect and binding upon it until such claim has been paid in full or settled with the prior written consent of the Purchaser notwithstanding that such two (2) year period has expired. SECTION 8 MISCELLANEOUS 8.01. Survival. All representations and warranties of the Purchaser and the Selling Shareholder, respectively, set forth in this Agreement shall survive the Closing for a period of two (2) years following the Closing Date. The covenants of the Purchaser and the Selling Shareholder set forth in Sections 4.01(b) and 4.02(b) hereof, respectively, with respect to Taxes shall survive the Closing and remain in full force and effect and binding upon the Purchaser and the Selling Shareholder, respectively, indefinitely. 8.02. Notices . All notices, requests and other communications hereunder shall be in writing (which shall include fax communication) and shall be deemed to have been duly given if (a) delivered by hand, (b) delivered by certified United States Mail, return receipt requested, first class postage pre-paid, (c) delivered by overnight receipted delivery service, or (d) faxed if confirmed thereafter by also mailing a copy of such notice, request or other communication by regular United States Mail, first class postage pre-paid on the next business day, as follows: If to the Purchaser: with a copy to (which shall not constitute notice): GREATBANC TRUST COMPANY MCDERMOTT, WILL & EMERY 1301 W. 22nd Street, Suite 702 227 West Monroe Oak Brook, Illinois Chicago, Illinois 60606-5096 ATTN: Marilyn H. Marchetti, ATTN: Susan Peters Schaefer, Esq. Senior Vice President Telephone: (312) 372-2000 Telephone: (630) 572-5130 Facsimile: (312) 984-7700 Facsimile: (630) 571-0599 CHROMCRAFT REVINGTON, INC. 1100 North Washington Street Delphi, Indiana 46923 Telephone: (317) 564-3500 Facsimile: (317) 564-6673 ATTN: Frank T. Kane, Vice President-Finance KRIEG DEVAULT LLP One Indiana Square, Suite 2800 Indianapolis, Indiana 46204 Telephone: (317) 636-4341 Facsimile: (317) 636-1507 ATTN: Nicholas J. Chulos, Esq. If to the Selling Shareholder: with a copy to (which shall not constitute notice): COURT SQUARE CAPITAL LIMITED DECHERT 399 Park Avenue 4000 Bell Atlantic Tower New York, New York 10043 1717 Arch Street ATTN: Michael T. Bradley, Vice Philadelphia, Pennsylvania 19103 President ATTN: Christopher G. Karras, Esq. Telephone: (212) 559-1120 Telephone: (215) 994-2412 Facsimile: (212) 888-2940 Facsimile: (215) 994-2222 or such substituted address or person as any party has given to the other parties in writing. All such notices, requests and other communications shall be effective (a) if delivered by hand, when delivered, (b) if mailed in the manner provided herein, two (2) business days after deposit with the United States Postal Service, (c) if delivered by overnight receipted delivery service, on the next business day after deposit with such service, and (d) if by fax, on the day the fax is completed as shown on the written fax confirmation. 8.03. Binding Effect; Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that no party hereto may assign this Agreement without the prior written consent of the other party. 8.04. Benefits . Nothing in this Agreement, express or implied, is intended to confer upon any person or entity other than the parties hereto and their respective permitted successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement. 8.05. Amendment. This Agreement may be amended, modified or supplemented only by a written agreement executed by the parties hereto. 8.06. Waiver . Any party hereto may waive, in writing, the performance by the other party of any of the covenants or agreements to be performed by such other party under this Agreement or any breach or noncompliance under this Agreement by such other party. Any such waiver shall not operate or be construed as a continuing waiver or a waiver of any other or subsequent nonperformance, breach or noncompliance hereunder. No failure or delay in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right or remedy hereunder or otherwise. 8.07. Headings. The headings in this Agreement have been inserted solely for ease of reference and should not be considered in the interpretation or construction of this Agreement. 8.08. Severability . In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein. 8.09. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute one and the same instrument. 8.10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provisions, principles or rules (whether of the State of Delaware or any other jurisdiction) that would cause the application of any laws of any jurisdiction other than the State of Delaware, except to the extent preempted by the laws of the United States of America; provided, however, that notwithstanding any term of this Agreement to the contrary, the terms of this Agreement shall be interpreted and construed in a manner which complies with all applicable provisions of the Internal Revenue Code of 1986, as amended, the ERISA and all rules and regulations promulgated pursuant to such statutes (collectively, the "Laws"). To the extent any of the terms of this Agreement shall, for any reason, be determined to conflict with any provision of the Laws, then such conflicting term shall be construed in a manner that is consistent with the Laws and the parties agree to make any amendments to this Agreement to effectuate such consistency. 8.11. Entire Agreement. This Agreement supersedes all other prior understandings, commitments, representations, negotiations and agreements, whether oral or written, between the parties hereto relating to the matters contemplated hereby and constitutes the entire agreement between the parties hereto relating to the subject matter hereof. The parties hereto agree that the proposal letter dated January 10, 2002 from the Company and accepted by the Selling Shareholder shall be terminated and be of no further force or effect as of the Closing Date. 8.12. Expenses. Each party hereto shall pay its own respective costs and expenses related to this Agreement and the ESOP Purchase, except that the Company shall pay the expenses of the Purchaser pursuant to agreements between the Company and the Purchaser and except as contemplated by Section 4.01(b) of the Company Stock Purchase Agreement. 8.13. Certain References. Whenever in this Agreement a singular word is used, it also shall include the plural wherever required by the context and vice-versa. All references to the masculine, feminine or neuter genders shall include any other gender, as the context requires. 8.14. Construction. This Agreement is the product of negotiation by the parties hereto and shall be deemed to have been drafted by the parties hereto. This Agreement shall be construed in accordance with the fair meaning of its provisions and its language shall not be strictly construed against, nor shall ambiguities be resolved against, any party. 8.15. Facsimile Delivery. This Agreement, once executed by any party hereto, may be delivered to the other party by facsimile transmission. 8.16. Recitals. The recitals, premises and "Whereas" clauses contained on page 1 of this Agreement are expressly incorporated into and made a part of this Agreement. * * * IN WITNESS WHEREOF, the Purchaser and the Selling Shareholder have made, entered into and executed this Agreement as of the day and year first above written. GREATBANC TRUST COMPANY, not in its Individual or Corporate Capacity but solely as Trustee of the Chromcraft Revington, Inc. Employee Stock Ownership Plan Trust By:/s/ Michael Welgat Michael Welgat, President, Authorized Trust Officer COURT SQUARE CAPITAL LIMITED By:/s/ Michael T. Bradley Name: Michael T. Bradley Title: Vice President IM-385988-4 EXHIBIT A Form of Opinion of Counsel to Selling Shareholder 1. The Selling Shareholder is a validly existing corporation in good standing under the laws of the State of Delaware. 2. The Selling Shareholder has the requisite corporate power and corporate authority to enter into the Agreement and to carry out its obligations thereunder. The Agreement has been duly authorized, executed and delivered by, and constitutes the valid and binding obligation of, the Selling Shareholder. The Agreement is enforceable against the Selling Shareholder in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally from time to time in effect, by general principles of equity (regardless of whether considered in a proceeding at law or in equity) and by equitable and other principles of ERISA. 3. The execution and delivery by the Selling Shareholder of the Agreement does not, and the consummation of the Company Purchase will not, violate (a) any provision of the Delaware General Corporation Law or (b) the Certificate of Incorporation or By-Laws of the Selling Shareholder. 4. Upon delivery of the Shares to you pursuant to the terms of the Agreement, you will be a "protected purchaser" of the Shares within the meaning of Section 8-303 of the [Delaware] Uniform Commercial Code, provided that you do not have notice of any adverse claim thereto. It is understood that counsel to the Selling Shareholder may assume for the purpose of its opinion that Delaware law is the same as New York law. IM-385988-5 EXHIBIT B Form of Opinion of Counsel to the Company 1. The Company is a corporation validly existing and in good standing under the laws of the State of Delaware. 2. The ESOP is a "qualified plan" within the meaning of Section 401(a) of the Code and constitutes an "employee stock ownership plan" within the meaning of Section 4975(e)(7) of the Code and Section 407(d)(6) of ERISA. 3. The Internal Revenue Service should, upon proper application and without material change to the ESOP plan document, issue a favorable determination letter to the effect that the ESOP plan document, effective January 1, 2002, is a qualified plan and an employee stock ownership plan under Sections 401(a) and 4975(e)(7) of the Code, respectively. 4. The loan to the ESOP Trust, as evidenced by the Term Loan and Security Agreement and Term Note (the "ESOP Loan Documents") will constitute an "exempt loan" under Treasury Regulation Section 54.4975-7(b) and Section 2550.408b-3 of the Department of Labor Regulations. 5. None of the provisions of the ESOP Loan Documents violate, contravene or conflict with any material provision of the ESOP or of ERISA or the Code. 6. The Company has the requisite corporate power and authority to enter into the ESOP Documents and to carry out its obligations thereunder. The ESOP Documents and their and its execution, delivery and performance by the Company have been duly authorized and approved by the Board of Directors and all other necessary corporate action of the Company. The ESOP Documents to which the Company is a party are enforceable against the Company. 7. The shares of voting common stock of the Company to be acquired by the ESOP pursuant to the Agreement are "employer securities" within the meaning of Section 409(1) of the Code. 8. Neither the acquisition of such voting common stock by the ESOP nor the ESOP's or the Trustee's participation in the Transaction will constitute a "prohibited transaction" under Section 406 of ERISA or Section 4975 of the Code. 9. Other than the application for a determination letter to be filed with the Internal Revenue Service with respect to the adoption of the ESOP and other standard reporting and disclosure requirements imposed by ERISA and the Code with respect to the ESOP, to the Actual Knowledge of our Primary Lawyer Group, there are no authorizations, certificates, filings, registrations, approvals or consents which must be obtained, received or made by the Trustee from any third party, including any Governmental Authority, in connection with the execution, delivery and performance by the Trustee of the ESOP Documents. 10. Neither the execution, delivery or performance of the ESOP Documents nor the consummation of the Transaction by the Company (a) conflicts with or violates any provision of the Company's Charter, By-Laws or other corporate governance documents or (b) conflicts with or violates any law, statute, rule, regulation or governmental requirement or any court or administrative judgment, order, injunction, writ, directive or decree, (c) conflicts with any of the Other Agreements. 11. No consent, approval, authorization, clearance or waiver of or any filing with or notice to any governmental agency or authority, or to the Actual Knowledge of our Primary Lawyer Group, any other third party is required for the execution, delivery and performance of the ESOP Documents or the consummation of the Transactional by the Company. It is understood that counsel to the Company may assume for the purpose of its opinion that Delaware law is the same as Indiana law. IM-385988-5 EXHIBIT C Form of Opinion of Counsel to the Purchaser 1. The Purchaser is a validly existing trust which forms a part of an employee stock ownership plan under Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"). 2. The Purchaser has the requisite power and authority to enter into the Agreement and to carry out its obligations thereunder. The Agreement has been duly authorized, executed and delivered by, and constitutes the valid and binding obligation of, the Purchaser. The Agreement is enforceable against the Purchaser in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally from time to time in effect and by general principles of equity (regardless of whether considered in a proceeding at law or in equity), or equitable and other principles of ERISA. 3. The execution and delivery by the Purchaser of the Agreement does not, and the consummation of the ESOP Purchase will not, violate the Trust, nor will the ESOP Purchase adversely affect the tax-exempt status of the Trust under Section 501(a) of the Code. It is understood that counsel to the Purchaser may assume for the purpose of its opinion that Delaware law is the same as Illinois law. IM-385988-5 EX-99.2 ADDITIONAL E 4 exhibit2.txt EXHIBIT 2 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement "), is made and entered into as of the 19th day of February, 2002, by and between CHROMCRAFT REVINGTON, INC. (the "Company"), a Delaware corporation with its principal office in Delphi, Indiana, and COURT SQUARE CAPITAL LIMITED (the "Selling Shareholder"), a Delaware corporation with its principal office in New York, New York and an affiliate of Citigroup Inc. W I T N E S S E T H : WHEREAS, the Selling Shareholder owns 5,695,418 shares, comprising approximately 59.1%, of the issued and outstanding shares of common stock of the Company; WHEREAS, the Selling Shareholder desires to sell and transfer to the Company, and the Company desires to purchase from the Selling Shareholder, 3,695,418 shares of common stock of the Company (the "Shares") upon the terms and subject to the conditions set forth herein (the "Company Purchase"); WHEREAS, concurrently with the consummation of the Company Purchase, the Selling Shareholder will sell and transfer its remaining 2,000,000 shares of common stock of the Company to an employee stock ownership plan to be formed by the Company for the benefit of the Company's employees (the "ESOP"), and the ESOP will purchase from the Selling Shareholder, such shares upon the terms and subject to the conditions set forth in a separate stock purchase agreement (the "ESOP Stock Purchase Agreement") between the Selling Shareholder and the trustee of the ESOP (the "ESOP Purchase"); WHEREAS, upon consummation of the Company Purchase and the ESOP Purchase, the Selling Shareholder will cease to be a shareholder of the Company; and WHEREAS, the Board of Directors of the Company has authorized and approved the execution of this Agreement by the Company but has not authorized or approved the consummation of the Company Purchase or the ESOP Purchase, and the authorization and approval by the Company's Board of Directors in its sole discretion of the Company Purchase and the ESOP Purchase is still required before the Company Purchase and the ESOP Purchase may be consummated. NOW, THEREFORE, in consideration of the foregoing premises, the representations, warranties, covenants, agreements and mutual obligations contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Selling Shareholder hereby agree as follows: SECTION 1 PURCHASE AND SALE OF THE SHARES 1.01. Purchase and Sale of the Shares. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined), the Selling Shareholder shall sell, transfer, assign and deliver to the Company, and the Company shall purchase and acquire from the Selling Shareholder, all right, title and interest in and to the Shares, free and clear of any and all liens, pledges, security interests, charges, claims, options, rights of first refusal, rights of conversion, exchange or purchase, and adverse claims or rights whatsoever. 1.02. The Closing. The closing of the Company Purchase (the "Closing") shall take place at the offices of Krieg DeVault LLP, One Indiana Square, Suite 2800, Indianapolis, Indiana and shall be effective as of 11:59 p.m., Indianapolis time, on March 15, 2002 (the "Effective Time"). The date on which the Closing occurs shall be referred to herein as the "Closing Date." The place, date and time of the Closing may be changed by mutual agreement of the parties. 1.03. (a) Purchase Price. The aggregate purchase price to be paid at the Closing by the Company to the Selling Shareholder for the Shares shall be Thirty-Six Million Nine Hundred Fifty-Four Thousand One Hundred Eighty Dollars ($36,954,180) (the "Purchase Price"), or Ten Dollars ($10.00) for each of the Shares. (b)Fee. In addition to the Purchase Price, the Company shall pay to the Selling Shareholder and its designee at the Closing a total transaction fee (the "Transaction Fee") of Fifty Cents ($0.50) for each share of common stock of the Company sold by the Selling Shareholder to the Company and the ESOP; provided, however, that the Transaction Fee shall not exceed Two Million Eight Hundred Thousand Dollars ($2,800,000) in the aggregate. 1.04. Method of Payment. At the Closing, the Company shall pay in immediately available funds by wire transfer to (a) the Selling Shareholder an amount equal to the Purchase Price, and (b) the Selling Shareholder and its designee an aggregate amount equal to the Transaction Fee, as specified on Exhibit A hereto. At least 72 hours prior to the Closing, the Selling Shareholder shall provide the Company with instructions for payment of the Purchase Price and the Transaction Fee, including wire transfer instructions, for itself and its designee. 1.05. Delivery of Stock Certificates. At the Closing, the Selling Shareholder shall deliver to the Company the certificate or certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in proper form for transfer. 1.06. Further Assurances. At the Company's request, the Selling Shareholder shall, from time to time after the Closing, execute, acknowledge and deliver such other documents, instruments and writings and shall take such other actions as the Company may reasonably request in order to give effect to the Company Purchase or otherwise as may be necessary to carry out or evidence the transactions contemplated by this Agreement. SECTION 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to the Selling Shareholder as follows: 2.01. Organization . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 2.02. Authority; No Violations. (a) The Company has the requisite corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby subject to the fulfillment of the conditions precedent set forth in Section 5.01 hereof. This Agreement and its execution and delivery by the Company have been duly authorized and approved by the Board of Directors of the Company and, subject to the fulfillment of the conditions precedent set forth in Section 5.01 hereof, constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except to the extent limited by general principles of equity, by public policy and by bankruptcy, insolvency, reorganization, liquidation, moratorium, readjustment of debt or other laws of general application relating to or affecting the enforcement of creditors' rights. (b) Neither the execution of this Agreement nor the consummation of the Company Purchase by the Company (with or without notice or lapse of time) or any action taken by the Company in connection with the ESOP Purchase (i) conflicts with or violates any provision of the Company's certificate of incorporation, by-laws or other corporate governance document, (ii) conflicts with or violates any law, statute, rule, regulation or governmental requirement or any court or administrative judgment, order, injunction, writ, directive or decree, or (iii) conflicts with, results in a breach of or constitutes a default under any note, bond, indenture, mortgage, deed of trust, license, lease, contract, agreement, understanding, arrangement, commitment, instrument or other writing to which the Company is a party or by which the Company is subject or bound. 2.03. No Third Party Consents. No consent, approval, authorization, clearance or waiver of or any filing with or notice to any third party or any government agency or authority is required for the execution, delivery and performance of this Agreement, the consummation of the Company Purchase by the Company or any action taken by the Company in connection with the ESOP Purchase. No approval of this Agreement or the ESOP Stock Purchase Agreement or the Company Purchase, the ESOP Purchase or any of the transactions contemplated hereby or thereby is required to be obtained from the stockholders of the Company. 2.04. No Litigation or Pending Proceedings . (a) There are no claims, actions, suits, proceedings, arbitrations, mediations or investigations pending or, to the Company's knowledge, threatened in any court or before any government agency or authority, arbitration panel, mediator or otherwise (nor has any event occurred or circumstance arisen that may give rise to or serve as a basis for any claim, action, suit, proceeding, litigation, arbitration, mediation or investigation) against, by or affecting the Company that may impact the consummation of the Company Purchase or the ESOP Purchase. (b) The Company is not (i) subject to any outstanding judgment, order, writ, injunction, directive or decree of any court, arbitration panel or governmental agency or authority, (ii) presently charged with or under governmental investigation with respect to any actual or alleged violations of any law, statute, rule, regulation or other governmental requirement, or (iii) the subject of any pending or threatened proceeding by any government regulatory agency or authority having jurisdiction over its business, properties or operations, which may impact any of the Shares or the consummation of the Company Purchase or the ESOP Purchase. 2.05. Broker's, Finder's and Other Fees. No agent, broker, investment banker, consultant, representative or other person acting on behalf of the Company or under the authority of the Company is or shall be entitled to any commission, broker's or finder's fee or any other form of compensation or payment from the Company relating to this Agreement or the Company Purchase, other than the Transaction Fee and other than the attorneys, accountants and tax or financial advisors of the Company in connection with this Agreement and the Company Purchase. 2.06. Bring-Down of Representations and Warranties. All representations and warranties of the Company set forth in this Agreement shall be true, accurate and complete, and shall be deemed made again, on and as of the Effective Time. SECTION 3 REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDER The Selling Shareholder hereby represents and warrants to the Company as follows: 3.01. Organization. The Selling Shareholder is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 3.02. Authority; No Violations. (a) The Selling Shareholder has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder subject to the fulfillment of the conditions precedent set forth in Section 5.02 hereof. This Agreement and its execution and delivery by the Selling Shareholder have been duly authorized and approved by the Board of Directors or other appropriate committee of the Selling Shareholder and no other authorizations or approvals by the Selling Shareholder or any parent or affiliate of the Selling Shareholder are required for the Selling Shareholder to execute and deliver this Agreement and to consummate the Company Purchase. Subject to the fulfillment of the conditions precedent set forth in Section 5.02 hereof, this Agreement constitutes a valid and binding obligation of the Selling Shareholder, enforceable in accordance with its terms, except to the extent limited by general principles of equity, by public policy and by bankruptcy, insolvency, reorganization, liquidation, moratorium, readjustment of debt or other laws of general application relating to or affecting the enforcement of creditors' rights. (b) Neither the execution of this Agreement nor the consummation of the Company Purchase by the Selling Shareholder (with or without notice or lapse of time) (i) conflicts with or violates any provision of the Selling Shareholder's certificate of incorporation, by-laws or other corporate governance document, (ii) conflicts with or violates any law, statute, rule, regulation or governmental requirement or any court or administrative judgment, order, injunction, writ, directive or decree, (iii) conflicts with, results in a breach of or constitutes a default under any note, bond, indenture, mortgage, deed of trust, license, lease, contract, agreement, understanding, arrangement, commitment, instrument or other writing to which the Selling Shareholder is a party or by which the Selling Shareholder is subject or bound, (iv) gives any person, proprietorship, partnership, limited liability company, corporation (other than the Company), other entity or third party the right to acquire any of the Shares or any interest in any of the Shares, or (v) results in any lien, pledge, security interest, charge, claim, option, right of first refusal, right of conversion, exchange or purchase, or adverse claim or right being placed upon or relating to any of the Shares. 3.03. Ownership. The Selling Shareholder is the sole lawful owner of record, and together with its affiliates beneficially, of the Shares. The Shares are free and clear of any and all liens, pledges, security interests, charges, claims, options, rights of first refusal, rights of conversion, exchange or purchase, and adverse claims or rights. The Selling Shareholder is not a party to or bound by any buy-sell or other agreement, understanding or commitment with respect to any of the Shares, other than this Agreement and the ESOP Stock Purchase Agreement. 3.04. No Third Party Consents. No consent, approval, authorization, clearance or waiver of or any filing with or notice to any third party or any government agency or authority not already obtained is required for the execution, delivery and performance of this Agreement or the consummation of the Company Purchase by the Selling Shareholder. No approval not already obtained of this Agreement or the ESOP Stock Purchase Agreement or the Company Purchase, the ESOP Purchase or any of the transactions contemplated hereby or thereby is required to be obtained from the stockholders or any parent or affiliate of the Selling Shareholder. 3.05. No Litigation or Pending Proceedings . (a) There are no claims, actions, suits, proceedings, arbitrations, mediations or investigations pending or, to the Selling Shareholder's knowledge, threatened in any court or before any government agency or authority, arbitration panel, mediator or otherwise (nor has any event occurred or circumstance arisen that may give rise to or serve as a basis for any claim, action, suit, proceeding, litigation, arbitration, mediation or investigation) against, by or affecting the Selling Shareholder that may impact any of the Shares or the consummation of the Company Purchase or the ESOP Purchase. (b) The Selling Shareholder is not (i) subject to any outstanding judgment, order, writ, injunction, directive or decree of any court, arbitration panel or governmental agency or authority, (ii) presently charged with or under governmental investigation with respect to any actual or alleged violations of any law, statute, rule, regulation or other governmental requirement, or (iii) the subject of any pending or threatened proceeding by any government regulatory agency or authority having jurisdiction over its business, properties or operations, which may impact any of the Shares or the consummation of the Company Purchase or the ESOP Purchase. 3.06. Broker's, Finder's and Other Fees. No agent, broker, investment banker, consultant, representative or other person acting on behalf of the Selling Shareholder or under the authority of the Selling Shareholder is or shall be entitled to any commission, broker's or finder's fee or any other form of compensation or payment from the Selling Shareholder relating to this Agreement or the Company Purchase other than the Transaction Fee and other than the attorneys, accountants and tax or financial advisors of the Selling Shareholder in connection with this Agreement and the Company Purchase. 3.07. Bring-Down of Representations and Warranties. All representations and warranties of the Selling Shareholder set forth in this Agreement shall be true, accurate and complete, and shall be deemed made again, on and as of the Effective Time. SECTION 4 COVENANTS 4.01. Covenants of the Company. (a) Between the date hereof and the Closing Date, subject to commercial reasonableness, the Company shall not take any action that would result in or fail to take any action that would prevent, and shall not permit its directors, employees, affiliates or agents to take any action that would result in or fail to take any action that would prevent, a breach of any representation, warranty or covenant of the Company set forth in this Agreement. (b) The Company shall pay the reasonable fees and expenses of the Selling Shareholder's legal counsel in connection with this Agreement, the ESOP Stock Purchase Agreement, the Company Purchase and the ESOP Purchase, up to One Hundred Thousand Dollars ($100,000) in the aggregate. (c) Any and all Taxes (as hereinafter defined) incurred by the Company by virtue of or relating to the Company Purchase and the ESOP Purchase shall be paid by the Company and, in addition, the Company shall pay the Taxes as set forth in Exhibit B attached hereto. 4.02. Covenants of the Selling Shareholder. (a) Between the date hereof and the Closing Date, subject to commercial reasonableness, the Selling Shareholder shall not take any action that would result in or fail to take any action that would prevent, and shall not permit its directors, employees, affiliates or agents to take any action that would result in or fail to take any action that would prevent, a breach of any representation, warranty or covenant of the Selling Shareholder set forth in this Agreement. (b) Any and all Taxes (as hereinafter defined) incurred by the Selling Shareholder by virtue of or relating to the Company Purchase or the ESOP Purchase shall be paid by the Selling Shareholder, except as set forth in Exhibit B attached hereto. 4.03. Definition of "Taxes". For purposes of this Agreement, the term "Taxes" shall mean any and all federal, state, county, local, foreign or other income, gross receipts, capital gain, franchise, excise, withholding, personal property, transfer, value added, alternative or add-on minimum and other taxes, assessments, fees and charges (whether known, unknown, absolute, fixed, matured, unmatured, contingent or otherwise and whether due or to become due), including, without limitation, any and all interest, penalties and additions to tax in respect of the foregoing, whether or not disputed, and any liability or obligation to indemnify, assume or succeed to any of the foregoing. SECTION 5 CONDITIONS PRECEDENT TO CLOSING 5.01. The Company . The obligation of the Company to consummate the Company Purchase is subject to the satisfaction and fulfillment of each of the following conditions at or prior to the Closing unless waived in writing by the Company: (a) Delivery of Stock Certificates. The Selling Shareholder shall have delivered to the Company the certificate or certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in proper form for transfer and dated as of the Closing Date. (b) Corporate Action of Selling Shareholder. The Board of Directors or other appropriate committee of the Selling Shareholder shall have authorized and approved this Agreement, the ESOP Stock Purchase Agreement, the Company Purchase and the ESOP Purchase, and the Selling Shareholder shall have taken all other corporate action necessary for the Selling Shareholder to consummate the Company Purchase and the ESOP Purchase. (c) Representations and Warranties of the Selling Shareholder . Each of the representations and warranties of the Selling Shareholder set forth in this Agreement shall be true, accurate and complete at and as of the Effective Time. (d) Compliance with Covenants. The Selling Shareholder shall have complied with all of its covenants and agreements set forth in Section 4.02 of this Agreement. (e) No Lawsuits or Proceedings . No action, suit or proceeding before any court or governmental or regulatory authority shall be pending against the Company, the Selling Shareholder or any of their respective directors or officers seeking to restrain, prevent, limit or change the Company Purchase, the ESOP Purchase or the related transactions contemplated hereby or by the ESOP Stock Purchase Agreement or questioning the legality or validity of any such transactions or seeking damages in connection with any such transactions. (f) Officer's Certificate. The Selling Shareholder shall have delivered to the Company a certificate of the Selling Shareholder's Vice President certifying that the conditions set forth in Sections 5.01(a), (b), (c), (d) and (e) hereof have been satisfied and fulfilled. (g) Opinion of Counsel . The Company shall have received from Dechert, counsel to the Selling Shareholder, an opinion, dated as of the Closing Date, in form and substance substantially as set forth in Exhibit C attached hereto. (h) Fairness Opinion. The Company shall have received an opinion with respect to the Company Purchase and the ESOP Purchase from Houlihan Lokey Howard & Zukin Financial Advisors, Inc., financial advisor to the Company, in form and substance reasonably satisfactory to the Board of Directors of the Company. (i) Bank Financing. The Company and its lenders shall have executed a credit agreement providing for a $75,000,000 credit facility on terms and conditions reasonably satisfactory to the Company. (j) ESOP Purchase. The ESOP Purchase shall have been consummated concurrently with the consummation of the Company Purchase. (k) Resignation. M. Saleem Muqaddam shall have resigned from the Board of Directors of the Company, effective immediately following the Effective Time. (l) Corporate Action of the Company. The Company's Board of Directors shall have authorized and approved this Agreement, the ESOP Stock Purchase Agreement, the Company Purchase and the ESOP Purchase, and the Company shall have taken all other corporate action necessary for the Company to consummate the Company Purchase and the ESOP Purchase. 5.02. The Selling Shareholder. The obligation of the Selling Shareholder to consummate the Company Purchase is subject to the satisfaction and fulfillment of each of the following conditions at or prior to the Closing, unless waived in writing by the Selling Shareholder: (a) Payment of Purchase Price and Transaction Fee. The Company shall have paid the Purchase Price and the Transaction Fee in accordance with Sections 1.03 and 1.04 hereof. (b) Corporate Action . The Company's Board of Directors shall have authorized and approved this Agreement, the ESOP Stock Purchase Agreement, the Company Purchase and the ESOP Purchase, and the Company shall have taken all other corporate action necessary for the Company to consummate the Company Purchase and the ESOP Purchase. (c) Representations and Warranties of the Company . Each of the representations and warranties of the Company set forth in this Agreement shall be true, accurate and complete at and as of the Effective Time. (d) Compliance with Covenants. The Company shall have complied with all of its covenants and agreements set forth in Section 4.01 of this Agreement. (e) No Lawsuits or Proceedings. No action, suit or proceeding before any court or governmental or regulatory authority shall be pending against the Company, the Selling Shareholder or any of their respective directors or officers seeking to restrain, prevent, limit or change the Company Purchase, the ESOP Purchase or the related transactions contemplated hereby or by the ESOP Stock Purchase Agreement or questioning the legality or validity of any such transactions or seeking damages in connection with any such transactions. (f) Officer's Certificate. The Company shall have delivered to the Selling Shareholder a certificate of the Company's President certifying that (i) the conditions set forth in Sections 5.02(a), (b), (c), (d) and (e) hereof have been satisfied and fulfilled, and (ii) attached thereto are copies of the resolutions duly adopted by the Board of Directors of, and evidence of all other corporate action taken by, the Company authorizing and approving this Agreement, the Company Purchase and the ESOP Purchase. (g) Opinion of Counsel . The Selling Shareholder shall have received from Krieg DeVault LLP, counsel to the Company, an opinion, dated as of the Closing Date, in form and substance substantially as set forth in Exhibit D attached hereto. (h) ESOP Purchase. The ESOP Purchase shall have been consummated concurrently with the consummation of the Company Purchase. SECTION 6 TERMINATION OF AGREEMENT 6.01. Manner of Termination. This Agreement may be terminated and the Company Purchase abandoned at any time prior to the Effective Time by written notice delivered in accordance with Section 8.02 hereof, as follows: (a) By either the Company or the Selling Shareholder, if: (i) the Company Purchase contemplated by this Agreement has not been consummated on or before March 15, 2002; or (ii)the Selling Shareholder and the Board of Directors of the Company mutually agree in writing to terminate this Agreement. (b) By the Company, if: (i) there has been a material misrepresentation or a material breach of any warranty by or on the part of the Selling Shareholder in its representations and warranties set forth in this Agreement; or (ii)there has been a material breach of or a material failure to comply with any covenant set forth in this Agreement by or on the part of the Selling Shareholder. (c) By the Selling Shareholder, if: (i) there has been a material misrepresentation or a material breach of any warranty by or on the part of the Company in its representations and warranties set forth in this Agreement; or (ii)there has been a material breach of or material failure to comply with any covenant set forth in this Agreement by or on the part of the Company. 6.02. Effect of Termination. Upon termination of this Agreement in accordance with Section 6.01 hereof, this Agreement shall be of no further force or effect (except that Sections 4.01(b), 8.10 and 8.12 hereof shall survive any such termination) and the Company Purchase shall be deemed to be abandoned, and there shall be no obligation of or liability to any party hereto, or their respective shareholders, affiliates, directors, officers, employees, representatives or agents; provided, however, that if such termination was the result of an intentional breach of any representation, warranty or covenant in this Agreement, or an intentional act or omission which resulted in any representation, warranty or covenant in this Agreement to be breached, then the party who committed the intentional breach, act or omission shall be liable to the other party hereto for all out-of-pocket costs and expenses (but no damages) incurred by the other party in connection with the Company Purchase and the ESOP Purchase, including, without limitation, reasonable attorneys' fees and expenses and the fees and expenses of the financial advisor for the Company, the trustee of the ESOP, the financial advisor for the ESOP and legal counsel for the ESOP; and provided further, however, that notwithstanding anything contained herein to the contrary, the Company shall in all cases be liable for the fees and expenses of the Selling Shareholder's legal counsel pursuant to Section 4.01(b) hereof. SECTION 7 INDEMNIFICATION 7.01. Indemnification by the Company. The Company hereby agrees to reimburse, indemnify, defend and hold harmless the Selling Shareholder for, from and against each and every Loss (as hereinafter defined) incurred by the Selling Shareholder based upon, arising out of or relating to (a) any inaccuracy in or breach of any representation or warranty of the Company set forth in this Agreement or in any of the certificates or other documents delivered to the Selling Shareholder in connection with the Closing, (b) any breach of any covenant of the Company set forth in this Agreement, (c) the Company Purchase and the ESOP Purchase, and (d) the enforcement of this Section 7.01 against the Company; provided, however, that in no event shall the Company reimburse, indemnify, defend or hold harmless, or be liable to, the Selling Shareholder or any direct or indirect parent, subsidiary, affiliate, successor or assign of the Selling Shareholder for or in connection with any Loss caused by or relating to (i) any Taxes incurred by the Selling Shareholder by virtue of or relating to the Company Purchase and the ESOP Purchase, except as set forth in Exhibit B attached hereto, (ii) any breach of any of the Selling Shareholder's representations, warranties or covenants set forth in this Agreement or any other breach by the Selling Shareholder of this Agreement, or (iii) any fraud or willful misconduct of the Selling Shareholder. 7.02. Indemnification by the Selling Shareholder. The Selling Shareholder hereby agrees to reimburse, indemnify, defend and hold harmless the Company for, from and against each and every Loss (as hereinafter defined) incurred by the Company based upon, arising out of or relating to (a) any inaccuracy in or breach of any representation or warranty of the Selling Shareholder set forth in this Agreement or in any of the certificates or other documents delivered to the Company in connection with the Closing, (b) any breach of any covenant of the Selling Shareholder set forth in this Agreement, and (c) the enforcement of this Section 7.02 against the Selling Shareholder; provided, however, that in no event shall the Selling Shareholder reimburse, indemnify, defend or hold harmless, or be liable to, the Company or any direct or indirect parent, subsidiary, affiliate, successor or assignee of the Company for or in connection with any Loss caused by or relating to (i) any Taxes incurred by the Company by virtue of or relating to the Company Purchase or the ESOP Purchase, (ii) any breach of any of the Company's representations, warranties or covenants set forth in this Agreement or any other breach by the Company of this Agreement, or (iii) any fraud or willful misconduct of the Company. 7.03. Notice and Opportunity to Defend Certain Claims. Promptly after (a) receipt by any party hereto of notice of the assertion of any action or claim against such party, or (b) the discovery by any party hereto of any Loss giving rise to indemnification hereunder, in each case with respect to which such party is entitled to indemnification hereunder, such party (the "Indemnified Party") shall give the party that may become obligated to provide indemnification hereunder (the "Indemnifying Party") written notice describing such action, claim or Loss in reasonable detail (an "Indemnification Notice"). If the Indemnified Party fails to give the Indemnification Notice in a timely manner and the Indemnifying Party is materially prejudiced in its defense by such failure, then the Indemnifying Party's liability with respect to such action, claim or Loss shall be reduced to the extent of such prejudice. Except as otherwise provided in this Section 7.03, the Indemnifying Party shall have the right, at its option, to defend, at its own expense and through counsel of its own choosing, and to control the defense of any such action or claim against the Indemnified Party; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Party. If counsel satisfactory to the Indemnified Party is not selected by the Indemnifying Party within thirty (30) days of any Indemnification Notice, then the Indemnified Party may select counsel to defend any such action or claim and, in such event, the Indemnifying Party shall be responsible for and pay all reasonable attorneys' fees, costs and expenses of such counsel, and the Indemnifying Party shall no longer be entitled to select counsel with respect to or control the defense of such action or claim. If the Indemnifying Party intends to undertake to defend an action or claim against an Indemnified Party, then the Indemnifying Party shall give a written notice (a "Defense Election Notice") to the Indemnified Party of its intention to do so within thirty (30) days of the Indemnification Notice to which such action or claim relates. Whether or not the Indemnifying Party chooses to so defend such action or claim, the parties hereto shall cooperate in the defense thereof and shall furnish such records, information and testimony, attend such settlement or other conferences, discovery proceedings, mediations, hearings, trials and appeals and respond to such discovery and other requests as may be reasonably requested in connection therewith. The Indemnified Party shall not compromise or settle any action, claim or Loss as to which indemnification hereunder is sought without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party shall not compromise or settle any action, claim or Loss as to which indemnification hereunder is sought without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Notwithstanding an election by the Indemnifying Party to assume the defense of any action or claim, the Indemnified Party shall have the right to employ separate counsel and to participate in, but not control, the defense of such action or claim at the sole cost of the Indemnified Party. Notwithstanding anything contained herein to the contrary, the Indemnified Party shall have the right to employ its own counsel in any action or claim, to control the defense of such action or claim and to require the Indemnifying Party to pay all reasonable fees and expenses of such counsel, if (a) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would result in a conflict of interest for such counsel in the representation of the Indemnified Party, (b) the Indemnified Party shall not have assumed the defense of the action or claim and employed counsel reasonably satisfactory to the Indemnified Party within the time limits set forth herein, or (c) the Indemnifying Party shall authorize in writing the Indemnified Party to employ separate counsel at the Indemnifying Party's expense. 7.04. Definition of "Loss". As used in this Section 7, the term "Loss" shall mean any and all actual or threatened losses, claims, demands, damages, awards, liabilities, obligations, judgments, settlements, fines, penalties, interest, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses). 7.05. Duration. Any claim for indemnification hereunder shall be made within two (2) years following the Closing Date. Once a claim for indemnification hereunder has been timely made, the indemnification obligation of the Company or the Selling Shareholder, as the case may be, shall remain in full force and effect and binding upon it until such claim has been paid in full or settled with the prior written consent of the Indemnified Party, notwithstanding that such two (2) year period has expired. SECTION 8 MISCELLANEOUS 8.01. Survival. All representations and warranties of the Company and the Selling Shareholder, respectively, set forth in this Agreement shall survive the Closing for a period of two (2) years following the Closing Date. The covenants of the Company set forth in Sections 4.01(b) and 4.01(c) hereof, and the covenant of the Selling Shareholder set forth in Section 4.02(b) hereof, shall survive the Closing and remain in full force and effect and binding upon the Company and the Selling Shareholder, respectively, indefinitely. 8.02. Notices . All notices, requests and other communications hereunder shall be in writing (which shall include fax communication) and shall be deemed to have been duly given if (a) delivered by hand, (b) delivered by certified United States Mail, return receipt requested, first class postage pre-paid, (c) delivered by overnight receipted delivery service, or (d) faxed if confirmed thereafter by also mailing a copy of such notice, request or other communication by regular United States Mail, first class postage pre-paid on the next business day, as follows: If to the Company: with a copy to (which shall not constitute notice): CHROMCRAFT REVINGTON, INC. KRIEG DEVAULT LLP 1100 North Washington Street One Indiana Square, Suite 2800 Delphi, Indiana 46923 Indianapolis, Indiana 46204 ATTN: Frank T. Kane, Vice President ATTN: Nicholas J. Chulos, Esq. Telephone: (317) 564-3500 Telephone: (317) 636-4341 Fax: (317) 564-6673 Fax: (317) 636-1507 If to the Selling Shareholder: with a copy to (which shall not constitute notice): COURT SQUARE CAPITAL LIMITED DECHERT 399 Park Avenue 4000 Bell Atlantic Tower New York, New York 10043 1717 Arch Street ATTN: Michael T. Bradley, Philadelphia, Pennsylvania 19103 Vice President ATTN: Christopher G. Karras, Esq. Telephone: (212) 559-1120 Telephone: (215) 994-2412 Fax: (212) 888-2940 Fax: (215) 994-2222 or such substituted address or person as any party has given to the other parties in writing. All such notices, requests and other communications shall be effective (a) if delivered by hand, when delivered, (b) if mailed in the manner provided herein, two (2) business days after deposit with the United States Postal Service, (c) if delivered by overnight receipted delivery service, on the next business day after deposit with such service, and (d) if by fax, on the day the fax is completed as shown on the written fax confirmation. 8.03. Binding Effect; Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that no party hereto may assign this Agreement without the prior written consent of the other party. 8.04. Benefits . Nothing in this Agreement, express or implied, is intended to confer upon any person or entity other than the parties hereto and their respective permitted successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement. 8.05. Amendment. This Agreement may be amended, modified or supplemented only by a written agreement executed by the parties hereto. 8.06. Waiver . Any party hereto may waive, in writing, the performance by the other party of any of the covenants or agreements to be performed by such other party under this Agreement or any breach or noncompliance under this Agreement by such other party. Any such waiver shall not operate or be construed as a continuing waiver or a waiver of any other or subsequent nonperformance, breach or noncompliance hereunder. No failure or delay in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right or remedy hereunder or otherwise. 8.07. Headings. The headings in this Agreement have been inserted solely for ease of reference and should not be considered in the interpretation or construction of this Agreement. 8.08. Severability . In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein. 8.09. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute one and the same instrument. 8.10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provisions, principles or rules (whether of the State of Delaware or any other jurisdiction) that would cause the application of any laws of any jurisdiction other than the State of Delaware. 8.11. Entire Agreement . This Agreement supersedes all other prior understandings, commitments, representations, negotiations and agreements, whether oral or written, between the parties hereto relating to the matters contemplated hereby and constitutes the entire agreement between the parties hereto relating to the subject matter hereof. The parties hereto agree that the proposal letter dated January 10, 2002 from the Company and accepted by the Selling Shareholder shall be terminated and be of no further force or effect as of the Closing Date. 8.12. Expenses. Each party hereto shall pay its own respective costs and expenses related to this Agreement and the Company Purchase, except as contemplated by Sections 4.01(b) and 6.02 hereof. 8.13. Certain References . Whenever in this Agreement a singular word is used, it also shall include the plural wherever required by the context and vice-versa. All references to the masculine, feminine or neuter genders shall include any other gender, as the context requires. 8.14. Construction. This Agreement is the product of negotiation by the parties hereto and shall be deemed to have been drafted by the parties hereto. This Agreement shall be construed in accordance with the fair meaning of its provisions and its language shall not be strictly construed against, nor shall ambiguities be resolved against, any party. 8.15. Facsimile Delivery. This Agreement, once executed by any party hereto, may be delivered to the other party by facsimile transmission. 8.16. Recitals. The recitals, premises and "Whereas" clauses contained on page 1 of this Agreement are expressly incorporated into and made a part of this Agreement. * * * * IN WITNESS WHEREOF, the Company and the Selling Shareholder have made, entered into and executed this Agreement as of the day and year first above written. CHROMCRAFT REVINGTON, INC. By:/s/ Michael E. Thomas Michael E. Thomas President COURT SQUARE CAPITAL LIMITED By:/s/ Michael T. Bradley Name: Michael T. Bradley Title: Vice President IM-383248-5 EXHIBIT A TO STOCK PURCHASE AGREEMENT BETWEEN CHROMCRAFT REVINGTON, INC. AND COURT SQUARE CAPITAL LIMITED Payment of Transaction Fee The Transaction Fee shall be paid as follows: Court Square Capital Limited $1.8 million M. Saleem Muqaddam (designee) 1.0 million ----------- Total $2.8 million IM-383248-5 EXHIBIT B TO STOCK PURCHASE AGREEMENT BETWEEN CHROMCRAFT REVINGTON, INC. AND COURT SQUARE CAPITAL LIMITED All excise taxes, if any, incurred by the Selling Shareholder under Section 4975 of the Internal Revenue Code of 1986, as amended, by virtue of or relating to the ESOP Purchase shall be paid by the Company. The Selling Shareholder shall (a) promptly notify the Company in writing of all communications from the Internal Revenue Service (the "IRS") with respect to any such excise tax, and (b) allow the Company to participate in all discussions with the IRS relating to such excise tax and to defend any action or claim with respect to such excise tax by the IRS in accordance with Section 7.03 of the Agreement. The Selling Shareholder, at the Company's cost and expense, shall cooperate with the Company and provide such documents and information as the Company may reasonably request in connection with any such discussions, action or claim by the IRS. All capitalized terms used but not otherwise defined in this Exhibit B shall have the same meanings ascribed to them in the Agreement. * * * IM-383248-5 EXHIBIT C TO STOCK PURCHASE AGREEMENT BETWEEN CHROMCRAFT REVINGTON, INC. AND COURT SQUARE CAPITAL LIMITED Form of Opinion of Counsel to Selling Shareholder 1. The Selling Shareholder is a validly existing corporation in good standing under the laws of the State of Delaware. 2. The Selling Shareholder has the requisite corporate power and corporate authority to enter into the Agreement and to carry out its obligations thereunder. The Agreement has been duly authorized, executed and delivered by, and constitutes the valid and binding obligation of, the Selling Shareholder. The Agreement is enforceable against the Selling Shareholder in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally from time to time in effect and by general principles of equity (regardless of whether considered in a proceeding at law or in equity). 3. The execution and delivery by the Selling Shareholder of the Agreement does not, and the consummation of the Company Purchase will not, violate (a) any provision of the Delaware General Corporation Law or (b) the Certificate of Incorporation or By-Laws of the Selling Shareholder. 4. Upon delivery of the Shares to you pursuant to the terms of the Agreement, you will be a "protected purchaser" of the Shares within the meaning of Section 8-303 of the [Delaware] Uniform Commercial Code, provided that you do not have notice of any adverse claim thereto. It is understood that counsel to the Selling Shareholder may assume for the purpose of its opinion that Delaware law is the same as New York law. IM-383248-5 EXHIBIT D TO STOCK PURCHASE AGREEMENT BETWEEN CHROMCRAFT REVINGTON, INC. AND COURT SQUARE CAPITAL LIMITED Form of Opinion of Counsel to the Company 1. The Company is a corporation validly existing and in good standing under the laws of the State of Delaware. 2. The Company has the requisite corporate power and authority to enter into the Agreement and to carry out its obligations thereunder. The Agreement and its execution, delivery and performance by the Company have been duly authorized and approved by the Board of Directors and all other necessary corporate action of the Company. The Agreement is enforceable against the Company. 3. Neither the execution or delivery of the Agreement nor the consummation of the Company Stock Transaction by the Company (a) conflicts with or violates any provision of the Company's Certificate of Incorporation or By-Laws, or (b) conflicts with or violates any provision of the Delaware General Corporation Law It is understood that counsel to the Company may assume for the purpose of its opinion that Delaware law is the same as Indiana law. IM-383248-5w -----END PRIVACY-ENHANCED MESSAGE-----