LOAN AGREEMENT FOR SUBSEQUENT NOTES
THIS AGREEMENT, made and entered into this day of , 1996,
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by and between UNITED RESOURCES, INC., an Oregon corporation, hereinafter
called "Lender"; and , , and , INC., doing
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business as , jointly and severally hereinafter called "Borrower."
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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
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the purchase of merchandise inventory, fixtures, trade fixtures, and
equipment located at , , County, Oregon.
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NOW, THEREFORE, it is mutually agreed as follows:
1. Loan. Subject to the terms and conditions stated, the Lender shall
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loan to the Borrower the total sum of AND NO/100 DOLLARS ($ .00) as
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evidenced by an Installment Note in the form of Exhibit A attached hereto.
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2. Repayment. The Loan shall bear interest and is repayable in
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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:
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(a) A Security Agreement in substantially the form of Exhibit B
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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
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business there located. Said indebtedness is further secured by the existing
Security Agreements dated , .
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(b) 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.
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LOAN AGREEMENT FOR SUBSEQUENT NOTE - 1
(c) Inventory at , , County, Oregon,
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shall be maintained at all times at a level of not less than $ .00 cost
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to Borrower.
(d) Guaranty, guaranteed by:
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which is attached hereto, marked as Exhibit D, and by this reference
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incorporated herein.
(e) Mortgage Agreement, Exhibit E, from and
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to United Resources, Inc. covering the real property located at
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County, Oregon. Said Exhibit E is attached hereto and by this
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reference incorporated herein.
4. Use of Proceeds. The net proceeds of all sums loaned hereunder shall
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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,
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Oregon.
5. Conditions Precedent. The Lender shall not be obligated to lend any
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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
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(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
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County, Oregon 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 an Oregon Uniform Commercial Code standard form Financing Statement (UCC
1) in the form of Exhibit C attached hereto.
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(e) Guaranty in the form of Exhibit D, which is attached
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hereto and by this reference incorporated herein.
LOAN AGREEMENT FOR SUBSEQUENT NOTE - 2
(f) The Borrower shall have duly executed and given to
the Lender Mortgage Agreement in the form of Exhibit E as described in paragraph
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3(f) above.
6. Warranties. The Borrower represents and warrants as follows:
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(a) All statements contained in the loan application and
exhibits attached thereto 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
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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).
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(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
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coverage, vandalism and malicious mischief insurance, insuring the merchandise
inventory, fixtures, trade fixtures and equipment at (name/dba ) to
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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
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$ .00, together with any and all costs incident to filing Uniform
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Commercial Code Financing Statements.
10. Events of Default. Upon occurrence of any of the following
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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
LOAN AGREEMENT FOR SUBSEQUENT NOTE - 3
(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
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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
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the benefit of the Lender and its successors and assigns.
13. Construction. This agreement shall be governed by and
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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
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BORROWERS: , INC.:
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DBA
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By
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By
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INDIVIDUALLY:
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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
Exhibit D: Guaranty
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Exhibit E: Mortgage Agreement
