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Exhibit I
December 22, 2000
Board of Directors
Chromcraft Revington, Inc.
1100 North Washington Street
Delphi, IN 46923
Gentlemen:
This letter sets forth a proposal under which a new entity to be formed by
an affiliate of Citigroup, Court Square Capital Limited, and one or more of its
affiliates ("Newco") proposes to acquire the issued and outstanding capital
stock of Chromcraft Revington, Inc. (the "Company") not owned by Court Square
Capital Limited and its affiliates for $10.30 cash per share. This offer is
based on the information which has been provided to us to date and assumes that
the Company's existing indebtedness will remain in place.
If this proposal is acceptable to you, we will proceed promptly with the
Company to negotiate a binding definitive merger agreement providing for the
acquisition. As you know, we are very familiar with the Company. Execution of
the definitive agreement would be subject to the completion of our confirmatory
due diligence, the satisfaction of any applicable federal or state regulatory
requirements and the approval of the Company's board of directors and
stockholders. The agreement would also contain representations, warranties and
covenants and other conditions customary for transactions of this type.
We contemplate that employees of the Company following the acquisition
will be provided with a compensation and benefit package which is no less
favorable to the employees than that currently provided by the Company, that the
Company's organization will be kept intact and that the Company's headquarters
will remain at its present location.
In order for us to confirm the offer contained herein, the Company agrees
to afford, and cause its respective affiliates, officers, and agents to afford,
to Newco, Court Square Capital Limited and their respective representatives and
agents full, complete and timely access to the properties, business, personnel,
and financial, legal, real estate, tax and other data and information of the
Company as reasonably requested by Newco, Court Square Capital Limited or their
respective representatives or agents.
In connection with the transactions contemplated hereby, each of Newco and
Court Square Capital Limited agrees that it shall and it shall cause its
advisors, representatives, officers, agents and affiliates to keep all nonpublic
information concerning the business and affairs of the Company confidential and
that it shall not disclose such confidential information to any third party
(other than it's
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Chromcraft Revington, Inc.
December 22, 2000
Page 2
advisors, representatives and agents, on a need-to-know basis, for purposes of
evaluating and negotiating the transactions contemplated by this letter) without
the prior written consent of the Company, other than such disclosure as the
disclosing party reasonably determines to be required by any applicable law.
It is understood that this letter represents our understanding with
respect to the acquisition, and that the parties intend to proceed promptly and
in good faith, subject to the terms of this letter and the Agreement, to
consummate the acquisition contemplated by this letter, but that a binding
agreement with respect to the acquisition will result only from execution of the
definitive merger agreement. Notwithstanding the foregoing, the provisions of
the immediately preceding paragraph shall be binding on the parties hereto.
THIS LETTER AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS, AND NOT THE
LAWS OF CONFLICTS OF, THE STATE OF NEW YORK.
We reserve the right to withdraw the proposal at any time prior to its
acceptance in the manner indicated below. If the foregoing is agreeable to you,
please so confirm by signing and returning to us a duplicate of this letter.
Very truly yours,
COURT SQUARE CAPITAL LIMITED
By: /s/ Ian D. Highet
--------------------------
Name: Ian D. Highet
Title: Vice President
ACCEPTED AND AGREED TO AS OF
THE DATE FIRST WRITTEN ABOVE:
CHROMCRAFT REVINGTON, INC.
By: __________________________
Name:
Title:
