ESOP LOAN AGREEMENT 




by and between


 


THE TRUSTEES OF THE ESPEY MFG. & ELECTRONICS
CORP. EMPLOYEE RETIREMENT PLAN TRUST


 


and


 


ESPEY MFG. & ELECTRONICS CORP.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Made and Entered Into as of December 1, 2020




     


     


    



ESOP
LOAN AGREEMENT


This ESOP LOAN AGREEMENT (“ESOP
Loan Agreement”) is made and entered into as of the 1st day of December, 2020 by and between the ESPEY MFG. & ELECTRONICS
CORP. EMPLOYEE RETIREMENT PLAN TRUST (“Borrower”), a trust forming part of the ESPEY MFG. & ELECTRONICS
CORP. EMPLOYEE RETIREMENT PLAN (“ESOP”), acting through and by its Trustees, PEG MURPHY and HOWARD PINSLEY (collectively,
the “Trustee”), acting solely as trustees with an address at 233 Ballston Avenue, Saratoga Springs, NY 12866;
and ESPEY MFG. & ELECTRONICS CORP. (“Lender”), a corporation existing under the laws of the State of New
York with its principal place of business at 233 Ballston Avenue, Saratoga Springs, NY 12866 (“Company”).


W I T N E S S E T H:


 


WHEREAS, the ESOP Committee defined and
described in the ESOP (plan and trust) under which the Trustee is serving as trustee of the Borrower (the “Committee”)
has authorized and directed the Borrower to purchase a total of 300,000 shares of common stock of the Lender (“Common
Stock” or “Shares”) from the Lender; and


WHEREAS, the Committee has further authorized
the Borrower to borrow funds from the Lender for the purpose of financing authorized purchases of Common Stock; and


WHEREAS, the Lender is willing to make
a loan to the Borrower for such purpose, subject to the terms and conditions of this ESOP Loan Agreement (“Agreement”);


NOW, THEREFORE, in consideration of the
mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:


Article
I


Definitions


The following definitions shall apply
for purposes of this ESOP Loan Agreement, except to the extent that a different meaning is plainly indicated by the context:


Section 1.1       Business Day means
any day other than a Saturday, Sunday or other day on which banks are authorized or required to close under federal law or the
laws of the State of New York.


Section 1.2        Code means the
Internal Revenue Code of 1986, as amended (including the corresponding provisions of any succeeding law).


Section 1.3        Default means
an event or condition which would constitute an Event of Default. The determination as to whether an event or condition would constitute
an Event of Default shall be determined without regard to any applicable requirement of notice or lapse of time.



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Section 1.4       ERISA means the
Employee Retirement Income Security Act of 1974, as amended (including the corresponding provisions of any succeeding law).


Section 1.5       Event of Default
means an event or condition described in Article V.


Section 1.6       Fiscal Year means
the fiscal year of the Lender.


Section 1.7       Independent Counsel
means legal counsel mutually satisfactory to both the Lender and the Borrower.


Section 1.8       Loan means the
loan described in section 2.1.


Section 1.9       Loan Documents
means, collectively, this ESOP Loan Agreement, the ESOP Note and the ESOP Pledge Agreement and all other documents now or hereafter
executed and delivered in connection with such documents, including all amendments, modifications and supplements of or to all
such documents.


Section 1.10        ESOP Pledge Agreement
means the agreement described in section 2.8(a).


Section 1.11        Principal Amount
means the face amount of the ESOP Note, determined as set forth in section 2.1(a).


Section 1.12        ESOP Note means
the ESOP Note described in section 2.3.


Article
II


The Loan; Principal
Amount; Interest; Security; Indemnification


Section 2.1       The Loan: Principal
Amount.


(a)       The
Lender hereby agrees to lend to the Borrower at Closing the total sum as set forth in the ESOP Note referred to in Section 2.3
below.


Section 2.2       Interest.


(a)       The
Borrower shall pay annually to the Lender interest on the Principal Amount, for the period commencing on the date of this ESOP
Loan Agreement and continuing until the Principal Amount shall be paid in full, at the per annum rate of three percent (3%). Interest
payable under this Agreement shall be computed on the basis of a year of 365 days and actual days elapsed (including the first
day but excluding the last) occurring in the period to which the computation relates. The maturity date of the ESOP Note shall
be June 30, 2035.


(b)       Except
as otherwise provided in this section 2.2(b), accrued interest on the Principal Amount shall be payable by the Borrower annually
in arrears as set forth and provided in the ESOP Note attached hereto.



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Section 2.3       ESOP Note.


The Loan shall be evidenced by a ESOP
Note of the Borrower in substantially the form of Exhibit A attached hereto, dated the date hereof, payable to the order of the
Lender in the Principal Amount and otherwise duly completed.


Section 2.4       Payment of Trust Loan.


The Principal Amount and interest shall
be repaid in successive monthly installments as set forth and provided in the ESOP Note attached hereto.


Section 2.5       Prepayment.


This Loan may not be prepaid, in whole
or part, and any such prepayment shall be done in the inverse order of maturity.


Section 2.6       Method of Payments.


(a)       All
payments of principal, interest, other charges (including indemnities) and other amounts payable by the Borrower hereunder shall
be made monthly in lawful money of the United States, in immediately available funds, to the Lender at the address specified in
or pursuant to this ESOP Loan Agreement for notices to the Lender, not later than 3:00 P.M., New York time, on the date on which
such payment shall become due. Any such payment made on such date but after such time shall, if the amount paid bears interest,
and except as expressly provided to the contrary herein, be deemed to have been made on, and interest shall continue to accrue
and be payable thereon until, the next succeeding Business Day. If any payment of principal or interest become due on a day other
than a Business Day, such payment may be made on the next succeeding Business Day, and when paid, such payment shall include interest
to the day on which such payment is in fact made.


(b)       Notwithstanding
anything to the contrary contained in this ESOP Loan Agreement or the ESOP Note, neither the Borrower nor the Trustee shall be
obligated to make any payment, or repayment or prepayment on the ESOP Note or take or refrain from taking any other action hereunder
or under the ESOP Note if doing so would cause the ESOP to cease to be an employee stock ownership plan within the meaning of section
4975(e)(7) of the Code or qualified under section 401(a) of the Code or cause the Borrower to cease to be a tax exempt trust under
section 501(a) of the Code or if such act or failure to act would cause the Borrower or Trustee to engage in any “prohibited
transaction” as such term is defined in section 4975(c) of the Code and the regulations promulgated thereunder which is not
exempted by section 4975(c)(2) or (d) of the Code and the regulations promulgated thereunder or in section 406 of ERISA and the
regulations promulgated thereunder which is not exempted by section 408(b) of ERISA and the regulations promulgated thereunder.
Any obligation of the Borrower or the Trustee to make any payment, repayment or prepayment on the ESOP Note or to take or refrain
from taking any other act hereunder or under the ESOP Note which is excused pursuant to this section 2.6(b) shall be considered
a binding obligation of the Borrower or the Trustee, or both, as the case may be, for the purposes of determining whether a Default
or Event of Default has occurred hereunder or under the ESOP Note and nothing in this section 2.6(b) shall be construed as providing
a defense to any remedies otherwise available upon a Default or an Event of Default hereunder (other than the remedy of specific
performance).



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Section 2.7       Use of Proceeds of
Loan.


The entire proceeds of the Loan, which
is primarily for the benefit of the participants and beneficiaries of the Borrower, shall be used by the Trustee solely for acquiring
shares of Common Stock from the Lender, and for no other purpose whatsoever.


Section 2.8       Security.


(a)       In
order to secure the due payment and performance by the Borrower of all of its obligations under this ESOP Loan Agreement, simultaneously
with the execution and delivery of this ESOP Loan Agreement by the Borrower, the Borrower shall:


(i)       pledge
to the Lender as Collateral (as defined in the Pledge Agreement), and grant to the Lender a first priority lien on and security
interest in, the Common Stock purchased with the Principal Amount, by the execution and delivery to the Lender of the ESOP Pledge
Agreement in the form attached hereto as Exhibit B;


(ii)       execute
and deliver, or cause to be executed and delivered, such other agreements, instruments and documents as the Lender may reasonably
require in order to effect the purposes of the ESOP Pledge Agreement and this ESOP Loan Agreement; and


(iii)       except
as provided herein, the Lender shall have no recourse against the Borrower or the Trustee.


(b)       The
Lender shall release from encumbrance under the Pledge Agreement and transfer to the Borrower, as of the date on which any payment
or prepayment of the Principal Amount is made, a number of shares of Common Stock held as Collateral determined pursuant to the
applicable provisions of this ESOP and as provided in Section 54.4975(b)(8)(i) of the IRC Regulations and regulation 2550.408-3(h)
of ERISA.


Section 2.9       Financed Share Covenants.


The Borrower hereby covenants that, until
the ESOP Note has been satisfied in full, it will not sell, convey, or otherwise dispose of any of the Shares or any interest therein
or create, incur, or permit to exist any pledge, mortgage, lien, charge, encumbrance or any security interest whatsoever in or
with respect to any of the financed Shares or the proceeds thereof, other than that created hereby. The Borrower and the Company
shall defend the Lender’s right, title and security interest in and to the financed Shares to the extent provided in this
ESOP Loan Agreement against he claims of any person, firm, corporation or other entity. The restrictions set forth in the Section
2.9 shall not apply to those financed Shares which have been allocated to the accounts of participants in the Plan as provided
therein or as required by Section 54.4975-7(b)(8) of the Regulations or those financed Shares that are used to secure a refinancing
than will repay the ESOP Loan.



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Section 2.10       Voting Rights, Dividends.


So long as no Events of Default (as defined
in Section 5 herein) shall have occurred and be continuing:


(a)       Except
to the extent participants in the ESOP have rights granted by the Code or ERISA to exercise voting rights with respect to the Financed
Shares or as otherwise provided in the ESOP, the Borrower or other fiduciary with the authority to so act shall be entitled to
exercise any and all of the voting rights and powers relating to or pertaining to the Financed Shares or any part thereof for any
purpose not inconsistent with the terms of this Agreement; and


(b)       The
Borrower shall be entitled to receive and retain any and all ordinary cash dividends payable to the Trust on the financed Shares
prior to the occurrence of an Event of Default.


Upon the occurrence or during the continuance
of an Event of Default and subject to the limitations of Section 54.4975-7(b)(6) of the Regulations (as defined herein), all rights
of the Borrower to exercise the voting rights and powers which the Borrower is entitled to exercise pursuant to Section 2.10(a)
and/or to receive the dividends which the Trust is authorized to receive and retain pursuant to Section 2.10(b) shall cease, and
all such rights shall thereupon become vested in the Company.


Section 2.11       Release of the Financed
Shares. Upon each payment or permitted prepayment of principal or interest towards the ESOP Note, the Borrower will release
Financed Shares from the security interest of the Pledge in accordance with the ESOP , Section 54.49775(b)(8)(i) of the Regulations
and 2550.408b-3(h) of the ERISA Regulations. Whenever requested by the Borrower and at least annually commencing December 31, 2017,
the Lender will reassign and deliver to the Borrower free and clear of the lien and security interest created hereunder the number
of financed Shares released from the security interest of the Pledge not previously reassigned and delivered to the Borrower.


Article
III

Representations and Warranties of the Borrower


The Borrower hereby represents and warrants
to the Lender as follows:


Section 3.1       Power, Authority, Consents.


The Borrower has the power to execute,
deliver and perform this ESOP Loan Agreement, the ESOP Note and the ESOP Pledge Agreement, all of which have been duly authorized
by all necessary and proper corporate or other action. The Borrower has all requisite power and authority to carry out the purposes
and conduct the business for which it was created.


Section 3.2       Due Execution, Validity,
Enforceability.


Each of the ESOP Loan Documents, including,
without limitation, this ESOP Loan Agreement, the ESOP Note and the ESOP Pledge Agreement, have been duly executed and delivered
by the Borrower; and each constitutes the valid and legally binding obligation of the Borrower, enforceable in accordance with
its terms.


 



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Section 3.3       Properties, Priority
of Liens. 


The liens which have been created and
granted by the ESOP Pledge Agreement constitute valid, first liens on the properties and assets covered by the ESOP Pledge Agreement,
subject to no prior or equal lien.


Section 3.4       No Defaults, Compliance
with Laws.


The Borrower is not in default in any
material respect under any agreement, ordinance, resolution, decree, bond, note, indenture, order or judgment to which it is a
party or by which it is bound, or any other agreement or other instrument by which any of the properties or assets owned by it
is materially affected.


Section 3.5       Purchases of Common
Stock.


Upon consummation of any purchase of
Common Stock by the Borrower with the proceeds of the Loan, the Borrower shall acquire a valid, legal and marketable title to all
of the Common Stock so purchased, free and clear of any liens, other than a pledge to the Lender of the Common Stock so purchased
pursuant to the Pledge Agreement. Neither the execution and delivery of the Loan Documents nor the performance of any obligation
thereunder violates any provision of law or conflicts with or results in a breach of or creates (with or without the giving of
notice or lapse of time, or both) a default under any agreement to which the Borrower is a party or by which it is bound or any
of its properties is affected. No consent of any federal, state or local governmental authority, agency or other regulatory body,
the absence of which could have a materially adverse effect on the Borrower or the Trustee, is or was required to be obtained in
connection with the execution, delivery or performance of the Loan Documents and the transactions contemplated therein or in connection
therewith, including, without limitation, with respect to the transfer of the shares of Common Stock purchased with the proceeds
of the Loan pursuant thereto.


Article
IV


Representations
and Warranties of the Company


The Company hereby represents and warrants
to the Borrower as follows:


Section 4.1       Power, Authority, Consents.


The Company has the power to execute,
deliver and perform this ESOP Loan Agreement, the ESOP Pledge Agreement and all documents executed by the Lender in connection
with the Loan, all of which have been duly authorized by all necessary and proper corporate or other action. No consent, authorization
or approval or other action by any governmental authority or regulatory body, and no notice by the Lender to, or filing by the
Lender with, any governmental authority or regulatory body is required for the due execution, delivery and performance of this
ESOP Loan Agreement.



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Section 4.2       ESOP; Contributions.



The ESOP and the Borrower have been duly
created, organized and maintained by the Lender in compliance with all applicable laws, regulations and rulings. The ESOP is intended
to qualify as an “employee stock ownership plan” as defined in section 4975(e)(7) the Code. The ESOP provides that
the Company may make contributions to the ESOP in an amount necessary to enable the Trustee to amortize the Loan in accordance
with the terms of the ESOP Note and this ESOP Loan Agreement, and the Company shall make such contributions; provided, however,
that no such contributions shall be required if they would adversely affect the qualification of the ESOP under section 401(a)
of the Code or they would be non-deductible under section 404 of the Code.


Section 4.3       Employer Securities.


The Shares will constitute “employer
securities” within the meaning of Section 409(1) of the Code and “qualifying employer securities” within the
meaning of Section 4975(e)(7) of the Coded and Section 408(e) of ERISA.


Section 4.4       Trustee.


The Company has taken such action as
is required to be taken by it to duly appoint the Trustees. The Company expressly acknowledges and agrees that this ESOP Loan Agreement,
the ESOP Note and the ESOP Pledge Agreement are being executed by the Trustee not in its individual capacity but solely as trustee
of and on behalf of the Borrower.


Section 4.5       Favorable Terms.


The terms and interest rate of the Loan
are at least as favorable to the Borrower as the terms of a comparable loan resulting from arms-length negotiation between independent
parties.


Section 4.6       Exempt Loan.


The Loan will be an “exempt loan”,
as that phrase is defined in Treasury Regulation section 54.4975-7 and Department of Labor Regulation section 2550.408h-3, and
the transaction contemplated by the Loan Documents is not a nonexempt “prohibited transaction” under section 4975 of
the Code and section 406 of ERISA.


Section 4.7       ESOP.


The ESOP is an employee stock ownership
plan within the meaning of Section 4975(e)(7) of the Internal Revenue Code of 1986, as amended (the “Code”) and Section
408(e) of ERISA, is designed to qualify under Section 401(a) of the Code.



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Section 4.8       ERISA Compliance.


The price being paid for the Shares is
for no more than adequate consideration as that term is defined in Section 3(18) of ERISA, the Plan’s investment in the Shares
is fair to the Plan and the Plan’s investment in the Shares is primarily in the best interest of its participants.


Article
V


Events of Default


Section 5.1       Events of Default under
ESOP Loan Agreement. 


Each of the following events shall constitute
an “Event of Default” hereunder:


(a)       Failure
to make any payment or mandatory prepayment of principal of the ESOP Note, or failure to make any payment of interest on the ESOP
Note, within ten (10) Business Days after the date when due.


(b)       Failure
by the Borrower to perform or observe any term, condition or covenant of this ESOP Loan Agreement, including, without limitation,
the ESOP Note and the ESOP Pledge Agreement, provided such failure is not cured, or reasonable steps are not taken to cure, by
the Borrower within ten (10) Business Days after notice is provided to the Borrower by the Lender,


(c)       Any
representation or warranty made in writing to the Lender in any of the Loan Documents or any certificate, statement or report made
or delivered in compliance with this ESOP Loan Agreement, shall have been false or misleading in any material respect when made
or delivered.


Section 5.2       Lender's Rights upon
Event of Default. 


If an Event of Default under this ESOP
Loan Agreement shall occur and be continuing, the Lender shall have no rights to assets of the Borrower other than: (a) contributions
(other than contributions of Common Stock) that are made by the Lender to enable the Borrower to meet its obligations pursuant
to this ESOP Loan Agreement and earnings attributable to the investment of such contributions and (b) “Eligible Collateral”
(as defined in the Pledge Agreement); provided, however, that: (i) the value of the Borrower's assets transferred to the Lender
following an Event of Default in satisfaction of the due and unpaid amount of the Loan shall not exceed the amount in default;
(ii) the Borrowers assets shall be transferred to the Lender following an Event of Default only to the extent of the failure of
the Borrower to meet the payment schedule of the Loan; and (iii) all rights of the Lender to the Shares purchased with the proceeds
of the Loan covered by the ESOP Pledge Agreement following an Event of Default shall be governed by the terms of the ESOP Pledge
Agreement. The Lender shall be entitled to recover from the Company reasonable legal fees incurred by Lender to enforce Lender’s
rights herein.



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Article
VI


Miscellaneous
Provisions


Section 6.1       Payments.


All payments hereunder and under the
ESOP Note shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments
shall not be less than the amounts otherwise specified to be paid under this ESOP Loan Agreement and the ESOP Note, subject to
any applicable tax withholding requirements. Upon payment in full of the ESOP Note, the Lender shall mark such ESOP Note “Paid”
and return it to the Borrower.


Section 6.2       Survival.


All agreements, representations and warranties
made herein shall survive the delivery of this ESOP Loan Agreement and the ESOP Note.


Section 6.3       Modifications, Consents
and Waivers; Entire Agreement.


No modification, amendment or waiver
of or with respect to any provision of this ESOP Loan Agreement, the ESOP Note, the ESOP Pledge Agreement, or any of the other
Loan Documents, nor consent to any departure from any of the terms or conditions thereof, shall in any event be effective unless
it shall be in writing and signed by the party against whom enforcement thereof is sought. Any such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No consent to or demand on a party in any case shall,
of itself, entitle it to any other or further notice or demand in similar or other circumstances. This ESOP Loan Agreement embodies
the entire agreement and understanding between the Lender and the Borrower and supersedes all prior agreements and understandings
relating to the subject matter hereof.


Section 6.4       Remedies Cumulative.


Each and every right granted to the Lender
hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative
and may be exercised from time to time. No failure on the part of the Lender or the holder of the ESOP Note to exercise, and no
delay in exercising, any right shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude
any other or future exercise thereof or the exercise of any other right. The due payment and performance of the obligations under
the Loan Documents shall be without regard to any counterclaim, right of offset or any other claim whatsoever which the Borrower
may have against the Lender and without regard to any other obligation of any nature whatsoever which the Lender may have to the
Borrower, and no such counterclaim or offset shall be asserted by the Borrower in any action, suit or proceeding instituted by
the Lender for payment or performance of such obligations.


Section 6.5       Further Assurances:
Compliance with Consents.


At any time and from time to time, upon
the request of the Lender, the Borrower shall execute, deliver and acknowledge or cause to be executed, delivered and acknowledged.
such further documents and instruments and do such other acts and things as the Lender may reasonably request in order to fully
effect the terms of this ESOP Loan Agreement, the ESOP Note, the ESOP Pledge Agreement, the other ESOP Loan Documents and any other
agreements, instruments and documents delivered pursuant hereto or in connection with the Loan.



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Section 6.6       Notices.


Except as otherwise specifically provided
for herein, all notices. requests, reports and other communications pursuant to this ESOP Loan Agreement shall be in writing, either
by letter (delivered by hand or commercial messenger service) or sent by registered or certified mail, return receipt requested,
except for routine reports delivered in compliance with Article VI hereof which may be sent by ordinary first-class mail) or telex
of telecopier, addressed as follows:


	 	(a)	If to the Borrower:
	 	 	Peg Murphy and Howard Pinsley, as Trustees of the
	 	 	Espey Mfg. & Electronics Corp. Employee Retirement Plan Trust
	 	 	233 Ballston Avenue
	 	 	Saratoga Springs, NY 12866
	 	 	 
	 	(b)	If to the Lender:
	 	 	Espey Mfg. & Electronics Corp.
	 	 	Attn:  Dave O’Neil
	 	 	233 Ballston Avenue
	 	 	Saratoga Springs, NY 12866
	 	 	 
	 	(c)	If to Company:
	 	 	Espey Mfg. & Electronics Corp.
	 	 	Attn:  Dave O’Neil
	 	 	233 Ballston Avenue
	 	 	Saratoga Springs, NY 12866



 


Any notice, request or communication hereunder
shall be deemed to have been given on the day on which it is delivered by hand or by commercial messenger service, or sent by telex
or telecopier, to such party at its address specified above, or, if sent by mail, on the third Business Day after the day deposited
in the mail, postage prepaid, addressed as aforesaid. Any party may change the person or address to whom or which notices are to
be given hereunder, by notice duly given hereunder; provided, however, that any such notice shall be deemed to have been given
only when actually received by the party to whom it is addressed.


Section 6.7       Counterparts.


This ESOP Loan Agreement may be signed
in any number of counterparts which, when taken together, shall constitute one and the same document.



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Section 6.8       Construction: Governing
Law.


The headings used in this ESOP Loan Agreement
are for convenience only and shall not be deemed to constitute a part hereof. All uses herein of any gender or of singular or plural
terms shall be deemed to include uses of the other genders or plural or singular terms, as the context may require. All references
in this ESOP Loan Agreement to an Article or section shall be to an Article or section of this ESOP Loan Agreement, unless otherwise
specified. This ESOP Loan Agreement, the ESOP Note, the ESOP Pledge Agreement and the other Loan Documents shall be governed by,
and construed and interpreted in accordance with, the laws of the State of New York.


Section 6.9       Severability.


Wherever possible, each provision of
this ESOP Loan Agreement shall be interpreted in such manner as to be effective and valid under applicable law; however, the provisions
of this ESOP Loan Agreement are severable, and if any clause or provision hereof shall be held invalid or unenforceable in whole
or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof,
in such jurisdiction and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause
or provision in this ESOP Loan Agreement in any jurisdiction. Each of the covenants, agreements and conditions contained in this
ESOP Loan Agreement is independent, and compliance by a party with any of them shall not excuse non-compliance by such party with
any other.


Section 6.10       Binding Effect; No
Assignment or Delegation.


This ESOP Loan Agreement shall be binding
and inure to the benefit of the Borrower and its successors and the Lender and its successors and assigns. The rights and obligations
of the Borrower under this ESOP Loan Agreement shall not be assigned or delegated without the prior written consent of the Lender.


[Remainder of page intentionally left blank.]




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IN WITNESS WHEREOF, the parties hereto
have caused this ESOP Loan Agreement to be duty executed as of the date first above written.


 





	THE BORROWER:	 	ESPEY MFG. & ELECTRONICS CORP.
	 	 	EMPLOYEE RETIREMENT PLAN TRUST
	 	 	 
	 	 	/s/ Peg  Murphy
	 	 	Peg Murphy, solely as Trustee
	 	 	 
	 	 	/s/ Howard Pinsley
	 	 	Howard Pinsley, solely as Trustee
	 	 	 
	 	 	 
	 	 	 
	THE LENDER:	 	ESPEY MFG. & ELECTRONICS CORP.
	 	 	 
	 	 	 
	 		By: /s/Patrick T. Enright, Jr.
	 	 	Patrick T. Enright, Jr., President and CEO





 


 


 


 


[Signature page for Loan Agreement]


 


 




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EXHIBIT A


 


To ESOP Loan Agreement

By and Between

Espey Mfg. & Electronics Corp. Employee Retirement Plan Trust

and


Espey Mfg. & Electronics Corp.


 




FORM OF ESOP NOTE


 


 


 




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EXHIBIT B


 


To ESOP Loan Agreement

By and Between

Espey Mfg. & Electronics Corp. Employee Retirement Plan Trust

and


Espey Mfg. & Electronics Corp.


 


 


 


FORM OF ESOP PLEDGE AGREEMENT


 






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