LOAN AGREEMENT FOR SUBSEQUENT NOTES
THIS AGREEMENT, made and entered into this ___ day of ____________,
1991, by and between UNITED RESOURCES, INC., an Oregon corporation, hereinafter
called "Lender"; and ______________, ______________, and , INC., doing business
as ______________, jointly and severally hereinafter called "Borrower."
W I T N E S S E T H
WHEREAS, the Borrower has made application to the Lender for a loan
in the sum of ____________________________ AND NO/100 DOLLARS ($___________.00)
for the purpose of financing the purchase of fixtures and equipment located at
____________________________, ______________, ______________ County, Oregon.
NOW, THEREFORE, it is mutually agreed as follows:
1. Loan. Subject to the terms and conditions stated, the Lender
shall total sum of AND NO/100 DOLLARS (________.00) as evidenced by an
Installment Note in the form of Exhibit A attached hereto.
2. Repayment. The Loan shall bear interest and be repayable in
accordance with the terms of the Note or the same may be reviewed or modified
from time to time by Lender in its sole discretion.
The Lender is expressly granted the right to call said Note, in
whole or in part, upon 180 days' written notice to the Borrower.
The monthly installment payments shall first be applied upon the
interest accrued on the full amount of the indebtedness and secondly upon the
principal balance owing.
3. Security. Payment of the Note shall be secured as follows:
(a) A Security Agreement in the form of Exhibit B attached
hereto, from the Borrower to the Lender, covering all of the present and
hereafter acquired merchandise inventory, fixtures, trade fixtures, equipment,
and proceeds therefrom of Borrower, located without limitation at ______________
County, Oregon or used in connection with the business there located.
(b) A security interest from the Borrower to the Lender
covering all capital stock, contract rights, and accounts receivable owed to the
Borrower by the Lender.
(c) The Borrower shall obtain and maintain in full force and
effect for the length of the loan an irrevocable collateral assignment to United
Grocers, Inc. and/or its subsidiaries and/or its assignees on a life policy on
the life of ______________ for the total amount of the loan, $___________.00.
(d) Inventory at ______________, _________, ___________ County,
Oregon, shall be maintained at all times at a level of not less than
$_________.00 cost to Borrower.
(e) Mortgage Agreement, Exhibit D, from ________________ and
____________________________ to United Resources, Inc. covering the real
property located at: ____________________________, ______________ County,
Oregon. Said Exhibit D is attached hereto and by this reference incorporated
herein.
(f) Guaranty, guaranteed by:
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which is attached hereto, marked as Exhibit E, and by this reference
incorporated herein.
4. Use of Proceeds. The net proceeds of all sums loaned hereunder
shall be used by the Borrower to finance the purchase of merchandise inventory,
trade fixtures, fixtures and equipment for that certain supermarket business
operated by the Borrower located at ______________, _________, ________ County,
Oregon.
5. Conditions Precedent. The Lender shall not be obligated to lend
any monies hereunder until it shall have received the following:
(a) The Borrower shall have tendered delivery to Lender of the
Note described in Paragraph 1, duly executed by ______________,
____________________________.
(b) The Borrower shall have given to the Lender a Security
Agreement, as described in Paragraph 3(a), covering all present and hereafter
acquired merchandise inventory, trade fixtures, fixtures, equipment, and
proceeds therefrom, located without limitation at 7 County, Oregon or used in
connection with the business there located.
(c) The Borrower shall have granted Lender a valid and perfected
security interest in all of the collateral described in Paragraph 3(b) above.
(d) The Borrower shall have tendered delivery to the Lender
within 30 days of the date of this Agreement a certificate of life insurance to
equal the amount of the loan, as described in Paragraph 3(c).
(e) The Borrower shall have duly executed and given to the Lender
an Oregon Uniform Commercial Code standard form Financing Statement (UCC 1) in
the form of Exhibit C attached hereto.
(f) The Borrower shall have duly executed and given to the Lender
Mortgage Agreement in the form of Exhibit D as described in paragraph 3(e)
above.
(g) Guaranty in the form of Exhibit E, which is attached hereto
and by this reference incorporated herein.
6. Warranties. The Borrower represents and warrants as follows:
(a) All statements contained in the loan application heretofore
submitted to the Lender are true.
(b) There are no actions, suits, or proceedings pending or, as
far as the Borrower is advised, threatened against or affecting the Borrower, or
either of them, before any court or administrative officer or agency which might
result in any material adverse change in the business or property of Borrower or
in the properties herein described as being owned by the Borrower.
7. Covenants. So long as any part of the Note remains unpaid, the
Borrower covenants as follows:
(a) The Borrower will not assign, mortgage, or pledge any part of
the assets of Borrower or incur any further indebtedness except for short-term
credit for the purchase of goods and services on open account.
(b) The Borrower shall furnish to Lender quarterly financial
statements consisting of a balance sheet and an operating statement in a form
and by an accountant satisfactory to the Lender on (corp name).
(c) The Lender, acting through its officers, agents, attorneys,
and accountants, including an independent certified public accountant hired by
it, shall have the right to examine the books of the Borrower at all reasonable
times.
8. Insurance. The Borrower shall maintain standard form fire,
extended coverage, vandalism and malicious mischief insurance, insuring the
merchandise inventory, fixtures, trade fixtures and equipment at (name/dba) to
at least the actual cash value, with loss payable clauses in favor of the Lender
and its assignees.
9. Loan Costs. The Borrower agrees to pay a loan application fee of
$______.00, together with any and all costs incident to filing Uniform
Commercial Code Financing Statements.
10. Events of Default. Upon occurrence of any of the following
specified events of default:
(a) Any material representation or warranty made by the Borrower
herein, or pursuant to, or in writing in connection with the making of this
Agreement, or the loan hereunder, shall prove to have been untrue in any
material respect when made; or
(b) The Borrower shall default in the due and punctual payment of
either principal or interest on the Note; or
(c) The Borrower shall default in due performance or observance
of any term, covenant, or agreement contained in Paragraphs 7, 8, and 9 of this
Agreement; or
(d) The Borrower shall default in due performance or observance
of any other agreement contained herein, and such default shall continue uncured
for a period of ten (10) days after written notice to the Borrower from the
holder of the Note; or
(e) Any obligation of the Borrower for the payment of borrowed
money is not paid when due, whether at any expressed due date or at any
accelerated maturity, or
(f) The Borrower shall make any assignment for the benefit of
creditors, or shall be adjudged bankrupt, or any proceedings shall be commenced
by the Borrower under any bankruptcy reorganization, arrangement, insolvency,
readjustment of debt or liquidation law or statute of the federal or any state
government, whether now or hereafter in effect, or any such proceeding shall be
instituted against the Borrower and an order approving the petition is entered,
or such proceedings shall remain undismissed for a period of ten (10) days, or
the Borrower by any action shall indicate its approval or consent to or
acquiescence in any such proceedings or in the appointment of a trustee or
receiver of the Borrower, or of all or substantially all of the assets of the
Borrower, or any such trustee or receiver shall not be discharged within the
period of ninety (90) days after the appointment thereof;
THEN, and in any such event, if any such default shall then
continue, the Lender may by written notice to the Borrower, addressed to it at
its principal place of business or at such other address as the Borrower may
hereafter designate to the Lender in writing, declare the principal and interest
accrued on the Note to be due and payable, which principal and interest shall
thereupon forthwith be due and payable, without presentment, demand, protest, or
other notice of any kind, all of which are hereby expressly waived. The Borrower
agrees to pay reasonable attorneys' fees incurred in enforcing the Lender's
rights and remedies after default under this Agreement, including any fees
incurred on appeal.
11. Waiver. Neither the failure nor any delay on the part of the
Lender Lo exercise any right, power, or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right,
power, or privilege preclude any other or further exercise thereof, or the
exercise of any right, power or privilege.
12. Benefit. This Agreement shall be binding upon and inure to the
benefit of the Lender and its successors and assigns.
13. Construction. This agreement shall be governed by and construed
in accordance with the laws of the State of Oregon.
IN WITNESS WHEREOF the parties have executed this Agreement the day
and year first above written.
LENDER: UNITED RESOURCES, INC.
By----------------------------
X. X. Xxxxxxx, President
BORROWERS: --------------, INC.:
DBA --------------------------
By----------------------------
, President
By----------------------------
, Secretary
INDIVIDUALLY:
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EXHIBITS TO THE LOAN AGREEMENT
Exhibit A: Installment Note
Exhibit B: Security Agreement
Exhibit C: Financing Statement
Exhibit D: Mortgage Agreement
Exhibit E: Guaranty
LOAN AGREEMENT FOR SUBSEQUENT NOTES
THIS AGREEMENT, made and entered into this day of __________, ________,
by and between UNITED RESOURCES, INC., an Oregon corporation or its successors
and assigns, hereinafter called "Lender"; and ______________________ doing
business as ___________________, jointly and severally hereinafter called
"Borrower."
W I T N E S S E T H :
WHEREAS, the Borrower has made application to the Lender for a loan in
the sum of ____________________ DOLLARS ($____________) for the purpose of
financing _____________________ located at __________________________________.
NOW, THEREFORE, it is mutually agreed as follows:
1. Loan. Subject to the terms and conditions stated, the Lender shall
loan to the Borrower the total sum of ______________________ DOLLARS
($__________) as evidenced by an Installment Note in the form of Exhibit A
attached hereto.
2. Repayment. The Loan shall bear interest and is repayable in
accordance with the terms and conditions of the Note as the same may be revised
or modified from time to time by Lender in its sole discretion.
The Lender is expressly granted the right to call said Note, in whole or
in part, upon 180 days' written notice to the Borrower.
The monthly installment payments shall first be applied to the interest
accrued on the full amount of the indebtedness and secondly upon the principal
balance owing.
3. Security. Payment of the Note shall be secured as follows:
(a) A Security Agreement in substantially the form of Exhibit B
attached hereto, from the Borrower to the Lender, covering all of the present
and hereafter acquired merchandise inventory, furniture, trade fixtures,
equipment, and proceeds therefrom of Borrower, located without limitation at
__________________________________________________ or used in connection with
the business there located.
(b) The Borrower shall obtain and maintain in full force and
effect for the length of the loan an irrevocable collateral assignment(s) to
United Grocers, Inc. and/or its subsidiaries and/or its assignees on a life
policy(s) on the lives of _____________________ for the total amount of the
loan, $___________________.
(c) Inventory at ___________________________, shall be maintained
at all times at a level of not less than $_______________ cost to Borrower.
4. Use of Proceeds. The net proceeds of all sums loaned hereunder shall
be used by the Borrower to finance the purchase of a scanning system for
that certain supermarket business operated by the Borrower located at
_________________________.
5. Conditions Precedent. The Lender shall not be obligated to lend any
monies hereunder until it shall have received the following:
(a) The Borrower shall have tendered delivery to Lender of the
Note described in Paragraph 1, duly executed by _____________________________.
(b) The Borrower shall have given to the Lender a Security
Agreement, as described in Paragraph 3(a), covering all present and hereafter
acquired merchandise inventory, furniture, trade fixtures, equipment, and
proceeds therefrom, located without limitation at
_________________________________ or used in connection with the business there
located.
(c) The Borrower shall have tendered delivery to the Lender
within 30 days of the date of this Agreement a certificate of life insurance to
equal the amount of the loan, as described in Paragraph 3(b).
(d) The Borrower shall have duly executed and given to the Lender
__________________ Uniform Commercial Code standard form Financing Statement
(UCC 1) in the form of Exhibit C attached hereto.
6. Warranties. The Borrower represents and warrants as follows:
(a) All statements contained in the loan application and exhibits
attached heretofore submitted to the Lender are true, fairly and accurately
represent the financial condition of the Borrower.
(b) There are no actions, suits, or proceedings pending or, as
far as the Borrower is advised, threatened against or affecting the Borrower, or
either of them, before any court or administrative officer or agency which might
result in any material adverse change in the business or property of Borrower or
in the properties herein described as being owned by the Borrower.
7. Covenants. So long as any part of the Note remains unpaid, the
Borrower covenants as follows:
(a) The Borrower will not assign, mortgage, or pledge any part of
the assets of Borrower or incur any further indebtedness except for short-term
credit for the purchase of goods and services on open account.
(b) The Borrower shall furnish to Lender quarterly financial
statements consisting of a balance sheet and an operating statement in a form
and by an accountant satisfactory to the Lender on ___________________________.
(c) The Lender, acting through its officers, agents, attorneys,
and accountants, including an independent certified public accountant hired by
it, shall have the right to examine the books of the Borrower at all reasonable
times.
LOAN AGREEMENT FOR SUBSEQUENT NOTE - 2
8. Insurance. The Borrower shall maintain standard form fire, extended
coverage, vandalism and malicious mischief insurance, insuring the merchandise
inventory, furniture, trade fixtures and equipment at
__________________________________to at least the actual cash value, with loss
payable clauses in favor of the Lender and its assignees.
9. Loan Costs. The Borrower agrees to pay a loan application fee of
$____________, together with any and all costs incident to filing Uniform
Commercial Code Financing Statements.
10. Events of Default. Upon occurrence of any of the following specified
events of default:
(a) Any material representation or warranty made by the Borrower
herein, or pursuant to, or in writing in connection with the making of this
Agreement, or the loan hereunder, shall prove to have been untrue in any
material respect when made; or
(b) The Borrower shall default in the due and punctual payment of
either principal or interest on the Note; or
(c) The Borrower shall default in due performance or observance
of any term, covenant, or agreement contained in Paragraphs 7, 8, and 9 of this
Agreement; or
(d) The Borrower shall default in due performance or observance
of any other agreement contained herein, and such default shall continue uncured
for a period of ten (10) days after written notice to the Borrower from the
holder of the Note; or
(e) Any obligation of the Borrower for the payment of borrowed
money is not paid when due, whether at any expressed due date or at any
accelerated maturity; or
(f) The Borrower shall make any assignment for the benefit of
creditors, or shall be adjudged bankrupt, or any proceedings shall be commenced
by the Borrower under any bankruptcy reorganization, arrangement, insolvency,
readjustment of debt or liquidation law or statute of the federal or any state
government, whether now or hereafter in effect, or any such proceeding shall be
instituted against the Borrower and an order approving the petition is entered,
or such proceedings shall remain undismissed for a period of ten (10) days, or
the Borrower by any action shall indicate its approval or consent to or
acquiescence in any such proceedings or in the appointment of a trustee or
receiver of the Borrower, or of all or substantially all of the assets of the
Borrower, or any such trustee or receiver shall not be discharged within the
period of ninety (90) days after the appointment thereof;
(g) In the event the financial statements are not received, as
hereinafter defined in paragraph 7 (b), a penalty will be assessed by increasing
the interest rate being charged under this Note by an additional
LOAN AGREEMENT FOR SUBSEQUENT NOTE - 3
4.00 percent APR. Such penalty will continue to be assessed until the financial
statements are received as required.
THEN, and in any such event, if any such default shall then continue,
the Lender may by written notice to the Borrower, addressed to it at its
principal place of business or at such other address as the Borrower may
hereafter designate to the Lender in writing, declare the principal and interest
accrued on the Note to be due and payable, which principal and interest shall
thereupon forthwith be due and payable, without presentment, demand, protest, or
other notice of any kind, all of which are hereby expressly waived. The Borrower
agrees to pay reasonable attorneys' fees incurred in enforcing the Lender's
rights and remedies after default under this Agreement, including any fees
incurred on appeal.
11. Waiver. Neither the failure nor any delay on the part of the Lender
to exercise any right, power, or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power, or
privilege preclude any other or further exercise thereof, or the exercise of any
right, power or privilege.
12. Benefit. This Agreement shall be binding upon and inure to the
benefit of the Lender and its successors and assigns.
13. Construction. This agreement shall be governed by and construed in
accordance with the laws of the State of Oregon.
LOAN AGREEMENT FOR SUBSEQUENT NOTE - 4
IN WITNESS WHEREOF the parties have executed this Agreement the day and
year first above written.
LENDER: UNITED RESOURCES, INC.
By
X. X. Xxxxxxx, President
BORROWERS:
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LOAN AGREEMENT FOR SUBSEQUENT NOTE - 5
EXHIBITS TO THE LOAN AGREEMENT
Exhibit A: Installment Note
Exhibit B: Security Agreement
Exhibit C: Financing Statement
LOAN AGREEMENT FOR SUBSEQUENT NOTE - 6
