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Exhibit 3
CONTRIBUTION AGREEMENT
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This Contribution Agreement (the "Agreement") is made as of December
18, 2000 by and between Court Square Capital Limited, a Delaware corporation
("Court Square"), and Chase Acquisition Corporation, a Delaware corporation
("Chase Acquisition").
Background
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In connection with a tender offer (the "Tender Offer") contemplated by
Chase Acquisition Corporation for up to 2,300,000 shares of the common stock,
par value $.01 per share, of Chase Industries Inc., a Delaware corporation (the
"Company"), Court Square desires to make a capital contribution to Chase
Acquisition of all its ownership interest in the Company subject to the terms
and conditions contained herein.
Terms
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Intending to be legally bound, the parties to this Agreement agree as
follows:
1. Subject to the prior satisfaction of the conditions contained in
Section 2 hereof, Court Square shall contribute to Chase Acquisition all of its
right, title and interest in the equity of the Company (such equity interest in
the Company being fully described on Exhibit A) (the "Contribution"), in deemed
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exchange for stock of Chase Acquisition in a non-recognition transaction
described in Section 351 of the Internal Revenue Code of 1986, as amended.
2. Court Square's obligation to make the Contribution shall be
subject to the satisfaction (or waiver by Court Square) of the following
conditions:
a. The applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, shall have expired; and
b. The closing of the Tender Offer shall have occurred.
3. Court Square and Chase Acquisition shall each take any and all
additional actions as may be necessary or appropriate to effect the transactions
contemplated by this Agreement.
[Signatures commence on the following page]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first written above.
COURT SQUARE CAPITAL LIMITED
By:/s/ Robert F. B. Logan
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Name: Robert F. B. Logan
Title: President and Assistant Secretary
CHASE ACQUISITION CORPORATION
By:/s/ Charles E. Corpening
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Name: Charles E. Corpening
Title: Vice President
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Exhibit A
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Chase Industries Inc. 1,139,827 shares of Voting Common Stock
Chase Industries Inc. 6,150,118 shares of Nonvoting Common Stock
