EXHIBIT 10.D1c
INSTALLMENT NOTE
$---------------- ----------------------
THE UNDERSIGNED ("Borrowers"), jointly and severally, promise to
pay to the order of ----------------------, a ------------ corporation
("Payee"), at ----------------------
-------------------------, or to its assigns (the "Bank"), or at such other
address as the Bank may specify to the Borrowers in writing, the sum of ------
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($----------), payable in ------------ (---) consecutive monthly installments
of ----------------------------- ($-----------), the first payment to be made
on -------------------- with subsequent payments to be made on the same day of
each month thereafter until the final payment becomes due on -----------------
-----.
The outstanding principal balance will bear interest at a fixed
rate of ---------- percent. The interest rate will be assessed at Prime rate
plus -------- percentage points and will be adjusted every six months using
the prime rate published by
------------------ plus ------- percentage points. Any such change in the
interest rate will cause a change in the monthly payment to ensure payment in
full of the existing balance over the remaining amortization period. Interest
shall be payable monthly on the same day as the principal, until the whole
sum, principal and interest, has been paid.
This Note may be prepaid in whole or in part at any time. All such
prepayments will be applied first to the payment of other charges, fees, and
expenses under this Note and any other Related Document, as defined below,
second to the payment of accrued interest, and third to principal installments
due hereunder in inverse order of maturity.
This Note is issued in connection with and is subject to the terms
of a security agreement between the Borrowers and
------------------/United Grocers, Inc., and to additional documents
guaranteeing the obligations hereunder or granting liens to secure same.
Reference is made to such loan agreement and additional documents for other
terms under which amounts payable hereunder may become immediately due and
owing. Although ---------------------- may sell, assign, or otherwise
transfer this Note to a third party, this Note will continue to be subject to
the loan agreement and such other documents.
The Borrowers agree that until this Note is paid in full Borrowers
shall (1) do all things necessary to maintain its status as a member in good
standing of Untied Grocers, Inc., and (2) purchase product through United
Grocers, Inc., to the extent that a certain percentage may be required in the
Related Documents or other agreements that may exist between Borrowers, Payee,
or United Grocers, Inc.
The occurrence of any of the following events shall constitute an
Event of Default under this Note: (i) any default in the payment of this
Note; (ii) any breach or default under other Related Documents or other
agreements that may exist between Borrower, Payee, or United Grocers, Inc.;
(iii) Borrowers fail to purchase the required percentage of product from
United Grocers, Inc., that may be required in the Related Documents or other
agreements that exist between Borrowers, Payee, or United Grocers, Inc.; (iv)
Borrowers shall no longer be a member in good standing of United Grocers,
Inc.; (v) either the Payee or Bank in good faith shall believe the prospect of
payment of this Note is substantially impaired due to a materially adverse
change in Borrowers' financial condition. Upon the occurrence of an Event of
Default and at any time thereafter, the holder of this Note may, at its
option, declare this Note to be immediately due and payable and thereupon this
Note shall become due and payable for the entire unpaid principal balance of
this Note plus accrued interest and other charges on this Note without any
presentment, demand, protest, or other notice of any kind. If this Note is
placed in the hands of an attorney for collection, Borrowers promise and agree
to pay the reasonable attorney fees and collection costs of the holder of this
Note even though no suit or action is filed hereon; if a suit or an action is
filed, the Borrowers must pay such reasonable attorney fees as shall be fixed
by the court or courts in which the suit or action, including any appeal
therein, is tried, heard, and decided. The Borrowers agree that their
obligations hereunder are absolute and unconditional and shall continue for so
long as any amounts payable hereunder remain unpaid, without any defense or
set off.
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By-------------------------------
Name:----------------------------
Title:---------------------------
By-------------------------------
Name:----------------------------
Title:---------------------------
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By-------------------------------
Name:----------------------------
Title:---------------------------
By-------------------------------
Name:----------------------------
Title:---------------------------
INDIVIDUALLY:
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