Loan Repayment agreement

This Loan Repayment Agreement (“Agreement”) is made and entered into this __day of ___________, 20__, by and between _________________________ [name of trustee], as trustee, (“Trustee”) of the ________________________________________________ [name of employee benefit plan trust] (“Trust”) and ___________________________________ [name of party in interest to plan], a party in interest to the Trust (“Party in Interest”).

Recitals:

  1. On ________ __, 20__, the Party in Interest loaned __________________ dollars ($___________) to the Trust in the form of an interest-free loan (“Loan”) for the purpose of paying ordinary operating expenses of the ______________________________ [name of plan] (“Plan”).

  2. The repayment term of the Loan is expected to be at least 60 days from the day the Loan was made to the Trust.

  3. The Loan is intended to satisfy the requirements of and to comply with Prohibited Transaction Exemption 80-26, as amended on April 7, 2006, by the Employee Benefits Security Administration of the U.S. Department of Labor.

Agreement:

Now Therefore, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows:

  1. The undersigned, as Trustee, and not individually, hereby promises and agrees to pay to the Party in Interest the sum of ____________________ dollars ($___________), as provided in this Agreement. The entire outstanding principal amount of the Loan shall be due and payable to the Party in Interest on _______ __, 20__.

  2. The outstanding principal balance of the Loan, evidenced by this Agreement, as the same shall exist from time to time, shall not bear interest. No other fee shall be charged and no discount for payment in cash shall be relinquished by the Plan in connection with the Loan.

  3. The proceeds of the Loan shall be used only for payment of ordinary operating expenses of the Plan, including payment of benefits in accordance with the terms of the Plan and periodic premiums under an insurance or annuity contract, or for purposes incidental to the ordinary operation of the Plan.

  4. The Loan is unsecured. There shall be no personal liability on the part of the Trustee for the payment of the Loan and in any action or proceedings brought on this Agreement or the indebtedness evidenced hereby, no deficiency or other money judgment shall be sought or obtained against the Trustee. The Loan shall be repaid solely from the Trust.

  5. The Loan is not being made, directly or indirectly, by an employee benefit plan as described in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and/or a plan described in section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (“Code”).

  6. The Loan is not a loan to enable the Plan to acquire employer stock, as described in section 408(b)(3) of ERISA and the regulations promulgated thereunder (29 C.F.R. §2550.408b-3), or section 4975(d)(3) of the Code and the regulations promulgated thereunder (26 C.F.R. § 54.4975-7(b)).

  7. All payments of principal regarding the Loan shall be made to the Party in Interest in legal tender of the United States of America at its offices located at ________________, ___________, _____________, _______ _______ [address where payments should be made], or to such other person or at such other place as may be designated in writing by the Party in Interest.

  8. The Loan may be prepaid, in whole or in part, without premium or penalty, at any time in the Trustee’s sole discretion.

  9. This Agreement has been delivered in, and shall be governed by and construed in accordance with the laws of, the State of ______________ [name of state]. It is intended that this Agreement meet the requirements of ERISA and the Code and it shall be interpreted and construed, whenever applicable, to comply with such laws and the regulations and rulings issued thereunder.

  10. This Agreement shall bind the Trustee and its successors and assigns, and shall inure to the benefit of the Party in Interest and its successors and assigns.

  11. This Agreement contains all of the material terms of the Loan and constitutes the complete agreement of the parties hereto with respect to the subject matter hereof.

Witness the signatures of the parties hereto, the day, month and year first written above.

_________________ [name of Trustee] __________[name of Party in Interest]

By: ________________________________             By:_________________________________
          [type name, title of person signing]                               [type name, title of person signing]

(“Trustee”) (“Party in Interest”)

1121175_1.doc