EXHIBIT 10.47
LOAN AGREEMENT
This Loan Agreement (the "Agreement") is entered into by and between
Monroe Bank (the "Bank"), Syndicated Bloomington I LLC (the "Company") and
Syndicated Food Service Group, Inc. (the "Guarantor") as of this 31st day of
January, 2002, subject to the. following terms and conditions:
I. TYPE OF CREDIT FACILITY: Permanent Term Loan (the "Loan").
II. TOTAL AMOUNT OF THE LOAN: $2,625,000.00
III. USE OF PROCEEDS: To purchase the real estate located at 0000 X.
Xxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx.
IV. COLLATERAL: A first mortgage on the real estate and first position
on all fixtures of the property located at 0000 X. Xxxxxx Xxxx,
Xxxxxxxxxxx, Xxxxxxx. A first position security interest in all of
the accounts receivable and inventory of the Guarantor.
V. MATURITY DATE: The loan will mature 20 years from the date of
origination.
VI. PRICING:
A. Interest Rate. This Note has a variable interest rate
feature. The interest rate on this Note may change from time to
time if the Index Rate identified below changes. Interest shall be
computed on the basis of 360 days and the actual number of days
per year. Interest on this note shall be calculated and payable at
a variable rate equal to 250/1000 percent (0.250%) per annum over
the Index Rate. The initial Index Rate is Four and 750/1000
percent (4.750%) per annum. The initial interest rate on this Note
shall be Six and 625/1000* percent (6.625%) per annum. Any change
in the interest rate resulting from a change in the Index Rate
will be effective on: January 24, 2005, and every 36th month
thereafter (rate change date). *Initial rate for first 36 months.
The Index Rate for this Note shall be: The base rate on corporate
loans posted by at least 75% of the nation's 30 largest banks as
published in the Wall Street Journal as of 45 days prior to rate
change date. If the Index Rate is redefined or becomes
unavailable, then Lender may select another index which is
substantially similar. The minimum interest rate on this Note
shall be Six and 625/1000 percent (6.625%) per annum. The maximum
interest rate on this Note shall not exceed n/a percent ( n/a %)
per annum, or if less, or if a maximum rate is not indicated, the
maximum interest rate Lender is permitted to charge by law.
B. Basis For Computation. All interest is calculated on the
basis of a year of 360 days.
C. Fees. On the date of closing an underwriting fee will be
due in the amount of $7,500.
VII. REPAYMENT: Principal and interest on the Loan is payable in
monthly installments for a term of 20 years beginning thirty days
after closing with the balance due at maturity. The term loan may
be prepaid in part or in full before its maturity date without
penalty.
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VIII. CONDITIONS FOR USE OF THE LOAN;
A. Prior to closing the Loan there shall be no material
adverse change in the Company's or Guarantor's financial
condition from that disclosed to the Bank as of the date
of this Agreement, and the Bank must receive from the
Company and Guarantor contemporaneously herewith:
1. The Variable Rate Commercial Promissory Note.
2. Certified borrowing resolutions, the Articles of
Organization and Operating Agreement for the
Company.
3. The Real Estate Mortgage and Fixture Filing
covering the property located at 0000 X. Xxxxxx
Xxxx, Xxxxxxxxxxx, Xxxxxxx.
4. An Assignment of Rents for the 20 year lease
executed between the Company and the Guarantor
5. The joint and several Guaranty of Xxxxxxxx
Xxxxxxxxx and Xxxxxxx X. Xxxxxx (the Individual
Guarantors") in the amount of $2,625,000.
6. The Guaranty of Syndicated Food Service Group,
Inc. (the "Guarantor") in the amount of
$2,625,000.
7. Certified corporate resolutions authorizing the
Guaranty and the certificate of incumbency of the
officers of the Guarantor. Also the Articles of
Incorporation and Bylaws for the Guarantor.
8. A Security Agreement covering all the accounts
receivable and inventory of the Guarantor pledged
as collateral for the Loan to the Company.
9. Hazard insurance in the amount of at least
$2,625,000 showing the Bank as mortgagee.
10. Title insurance in the amount of $2,625,000
insuring the Bank's interests along with a survey
sufficient to delete standard survey exceptions
from the title insurance commitment and
endorsements per Bank's counsel.
11. Such other documents as the Bank may require.
B. The Company shall furnish the Bank with copies of federal
income tax returns each year as soon as they are
available.
C. The Guarantor shall furnish monthly financial statements
to the Bank along with a copy of its tax return each year
as soon as available. The Guarantor shall also furnish an
accounts receivable aging and inventory summary listing
monthly.
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D. The Guarantor shall continually maintain accounts
receivable after doubtful accounts in an amount of at
least $1,250,000 and inventory in an amount of at least
$950,000 at cost.
E. The Individual Guarantor shall furnish the Bank with an
annual personal financial statement and a copy of their
tax returns each year as soon as they are available.
F. The Guarantor shall establish its primary deposit
relationship with the Bank.
G. The Company and Guarantor shall permit the Bank to examine
the books, records, and physical properties of the Company
from time to time.
H. The Company shall reimburse the Bank for all cost and
expenses incurred by the Bank in connection with the Loan
extended hereunder to include reasonable attorney fees.
VIII. EVENTS OF DEFAULT. If the Company fails to pay any sum due to
the Bank when due, if any representation or warranty made by the Company to the
Bank in any document or agreement relating to this Loan proves to be in any
material sense false or misleading, if the Company or Guarantor fails to comply
with any other conditions, covenants or obligations contained herein or in any
agreements or instruments relating hereto, if any default occurs under any other
agreement involving the extension of credit to which Company is a party and if
such default gives the holder of the obligation the right to accelerate the
indebtedness, or if any bankruptcy, reorganization, the insolvency, dissolution
or similar proceedings are instituted by or against the Company under the laws
of any jurisdiction, or if there should be any material adverse change in the
Company's or Guarantor's financial condition, the Loan including the
outstanding principal balance with accrued interest, at the Bank's option,
shall be immediately due and payable without demand or notice.
IN WITNESS WHEREOF, the Bank, the Company and the Guarantor have
executed this Agreement by their respective duly authorized officers as of the
day and year first written above.
Monroe Bank Syndicated Bloomington I LLC
By: Syndicated Food Service Group, Inc.
Managing Member
By: /s/ Xxxxx X. Xxxxxx By: _______________________________
------------------------------------
Xxxxx X. Xxxxxx, Vice President Xxxx Xxxxxxxxx, Secretary
Syndicated Food Service Group, Inc.
By:________________________________
Xxxx Xxxxxxxxx, Secretary
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IN WITNESS WHEREOF, this document was executed as of the day and year first
above written.
SYNDICATED BLOOMINGTON I LLC
By: Syndicated Food Service Group, Inc.,
Managing Member
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Xxxx Xxxxxxxxx
Secretary
IN WITNESS WHEREOF, this document was executed as of the day and year first
above written.
SYNDICATED FOOD SERVICE GROUP, INC.,
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Xxxx Xxxxxxxxx
Secretary
ADDENDUM TO LOAN AGREEMENT
This Addendum shall be deemed to supplement and modify the foregoing terms and
provisions of the Loan Agreement to which it is attached. In the event of any
conflict between the terms and provisions of this Addendum and the terms and
provisions of said Loan Agreement, the terms and provisions of this Addendum
shall control.
1. The Use of Proceeds is to purchase the real estate described in
Section III and for repayment a loan with Bank One in the amount
of $340,489.21.
2. Section A 5 shall read as follows: "The Guaranty of Xxxx Xxxxxxxxx
and Xxxxxxx X. Xxxxxx (the "Individual Guarantors") in the amount
of $2,625,000.
3. Section B shall read as follows: "The Company shall furnish the
Bank with copies of federal income tax returns each year within 30
days from the date they are filed.
4. Section C shall read as follows: "The Guarantor shall furnish
quarterly financial statements to the Bank along with a copy of
its tax return each year as soon as available. The Guarantor shall
also furnish an accounts receivable aging and inventory summary
listing 20 days after the end of each month.
5. Section D shall read as follows: "The Guarantor shall continually
maintain accounts receivable after doubtful accounts in an amount
of at least $1,000,000 provided that the average accounts
receivable after doubtful accounts in any quarter shall be at
least $1,250,000 and inventory in an amount of at least $600,000
at cost provided that the average inventory in each quarter shall
be at least $900,000."
6. The inspection rights of the Bank provided in Section G shall be
exercised during normal business hours and prior five days written
notice to be given to the Company and Guarantor.
7. Section VIII shall read as follows: "EVENTS OF DEFAULT. If any of
the following Events of Default below listed occurs, the Loan
including the outstanding principal balance with accrued interest,
at the Bank's option, shall be immediately due and payable without
further demand or notice:
a. the Company fails to pay any sum due to the Bank when due
and if such failure continues for more than 15 days after
receiving written notice thereof from the Bank;
b. any representation or warranty made by the Company to the
Bank in any document or agreement relating to this Loan
proves to be in any material sense false or misleading
and such default continues for more than 30 days after
receiving written notice thereof from the Bank;
c. the Company or Guarantor fails to comply with any other
conditions, covenants or obligations contained herein or
in any agreements or instruments relating hereto and such
default continues for more than 30 days after receiving
written notice thereof from the Bank;
d. any default occurs under any other agreement involving
the extension of credit to which the Company is a party
and if such default gives the holder of the obligation
the right to accelerate the indebtedness after all grace
periods relating to such defaults have elapsed;
e. any bankruptcy, reorganization, insolvency, dissolution
or similar proceedings are instituted by or against the
Company under the laws of any jurisdiction;
f. there should be any material adverse change in the
Company's or Guarantor's financial condition.
IN WITNESS WHEREOF, this document was executed as of the day and year first
above written.
SYNDICATED BLOOMINGTON I LLC
By: Syndicated Food Service Group, Inc.,
Managing Member
By: /s/ Xxxx Xxxxxxxxx
----------------------------------
Xxxx Xxxxxxxxx
Secretary
IN WITNESS WHEREOF, this addendum was executed as of the day and the
year first above written.
Monroe Bank
BY: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Vice President
