Exhibit 4.11
TERM NOTE C
$515,000 As of June 30, 2000
Minneapolis, Minnesota
FOR VALUE RECEIVED, XXXXX BROTHERS, INC., a Delaware corporation ("PBI"),
XXXXX BROTHERS ARIZONA, INC., an Arizona corporation ("PBAI"), XXXXX BROTHERS
DISTRIBUTING, INC., an Arizona corporation ("PBDI"), TEJAS PB DISTRIBUTING,
INC., an Arizona corporation ("TEJAS"), WABASH FOODS, LLC, a Delaware limited
liability company ("WABASH"), BOULDER NATURAL FOODS, INC., an Arizona
corporation ("BOULDER") and BN FOODS, INC., a Colorado corporation ("BNF"),
(PBI, PBAI, PBDI, Tejas, Wabash, Boulder and BNF each a "BORROWER" and
collectively the "BORROWER" or the "BORROWERS"), hereby jointly and severally
promise to pay to the order of U.S. BANK NATIONAL ASSOCIATION, a national
banking association (the "LENDER") at its main office in Minneapolis, Minnesota,
in lawful money of the United States of America in immediately available funds,
the principal amount of FIVE HUNDRED FIFTEEN THOUSAND DOLLARS AND NO CENTS
($515,000.00), and to pay interest (computed on the basis of actual days elapsed
and a year of 360 days) in like funds on the unpaid principal amount hereof from
time to time outstanding at the rates and times set forth in the Credit
Agreement.
The principal hereof is payable in twenty-four monthly installments, each
payment in the amount of $21,458, commencing on August 31, 2000 and the last day
of each month thereafter until July 31, 2002 when the remaining principal
balance and all accrued interest shall be payable.
This note is the Term Note C referred to in the Credit Agreement dated as
of October 3, 1999, as amended by the First Amendment to Credit Agreement
bearing even date herewith (as the same may hereafter be from time to time
further amended, restated or otherwise modified, the "CREDIT AGREEMENT") between
the undersigned and the Lender. This note is secured and its maturity is subject
to acceleration, in each case upon the terms provided in said Credit Agreement.
In the event of default hereunder, the undersigned agrees to pay all costs
and expenses of collection, including reasonable attorneys' fees. The
undersigned waives demand, presentment, notice of nonpayment, protest, notice of
protest and notice of dishonor.
THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAWS PRINCIPLES THEREOF.
XXXXX BROTHERS, INC.
By
---------------------------------
Its
-------------------------------
XXXXX BROTHERS ARIZONA, INC.
By
---------------------------------
Its
-------------------------------
XXXXX BROTHERS DISTRIBUTING, INC.
By
---------------------------------
Its
-------------------------------
TEJAS PB DISTRIBUTING, INC.
By
---------------------------------
Its
-------------------------------
WABASH FOODS, LLC
By
---------------------------------
Its
-------------------------------
BOULDER NATURAL FOODS, INC.
By
---------------------------------
Its
-------------------------------
BN FOODS, INC.
By
---------------------------------
Its
-------------------------------
TERM NOTE D
$300,000 As of June 30, 2000
Minneapolis, Minnesota
FOR VALUE RECEIVED, XXXXX BROTHERS, INC., a Delaware corporation ("PBI"),
XXXXX BROTHERS ARIZONA, INC., an Arizona corporation ("PBAI"), XXXXX BROTHERS
DISTRIBUTING, INC., an Arizona corporation ("PBDI"), TEJAS PB DISTRIBUTING,
INC., an Arizona corporation ("TEJAS"), WABASH FOODS, LLC, a Delaware limited
liability company ("WABASH"), BOULDER NATURAL FOODS, INC., an Arizona
corporation ("BOULDER") and BN FOODS, INC., a Colorado corporation ("BNF"),
(PBI, PBAI, PBDI, Tejas, Wabash, Boulder and BNF each a "BORROWER" and
collectively the "BORROWER" or the "BORROWERS"), hereby jointly and severally
promise to pay to the order of U.S. BANK NATIONAL ASSOCIATION, a national
banking association (the "LENDER") at its main office in Minneapolis, Minnesota,
in lawful money of the United States of America in immediately available funds,
the principal amount of THREE HUNDRED THOUSAND DOLLARS AND NO CENTS
($300,000.00), and to pay interest (computed on the basis of actual days elapsed
and a year of 360 days) in like funds on the unpaid principal amount hereof from
time to time outstanding at the rates and times set forth in the Credit
Agreement.
The principal hereof is payable in twenty-four monthly installments, each
payment in the amount of $12,500, commencing on August 31, 2000 and the last day
of each month thereafter until July 31, 2002 when the remaining principal
balance and all accrued interest shall be payable.
This note is the Term Note D referred to in the Credit Agreement dated as
of October 3, 1999, as amended by the First Amendment to Credit Agreement
bearing even date herewith (as the same may hereafter be from time to time
further amended, restated or otherwise modified, the "CREDIT AGREEMENT") between
the undersigned and the Lender. This note is secured and its maturity is subject
to acceleration, in each case upon the terms provided in said Credit Agreement.
In the event of default hereunder, the undersigned agrees to pay all costs
and expenses of collection, including reasonable attorneys' fees. The
undersigned waives demand, presentment, notice of nonpayment, protest, notice of
protest and notice of dishonor.
THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAWS PRINCIPLES THEREOF.
XXXXX BROTHERS, INC.
By
---------------------------------
Its
-------------------------------
XXXXX BROTHERS ARIZONA, INC.
By
---------------------------------
Its
-------------------------------
XXXXX BROTHERS DISTRIBUTING, INC.
By
---------------------------------
Its
-------------------------------
TEJAS PB DISTRIBUTING, INC.
By
---------------------------------
Its
-------------------------------
WABASH FOODS, LLC
By
---------------------------------
Its
-------------------------------
BOULDER NATURAL FOODS, INC.
By
---------------------------------
Its
-------------------------------
BN FOODS, INC.
By
---------------------------------
Its
-------------------------------
