Exhibit 10(c)
AMSOUTH BANK OF FLORIDA
0000 X.X. 00xx Xxxxxx, Xxxxxx, Xxxxxxx
LOAN AGREEMENT
Nobility Homes, Inc.
Name of Borrower
Xxxx Xxxxxx Xxx 0000 Xxxxxx Xxxxxxx
Xxxxxx Xxxx Xxxxx
(herein called "Borrower") and AmSouth Bank of Florida (herein called
"Bank") agree as herein follows:
1. BORROWING. Bank will lend to Borrower and borrower will borrower
from Bank the net amount of $1,500,000.00. subject to all terms and
conditions of this Agreement. Such loan will be evidenced by a
promissory note ("note") in a form satisfactory to the Bank at the
rate of interest of LIBOR plus 225 basis points, payable as provided
in the note. The Borrower will use the proceeds of such loan for the
purpose of providing short term working capital.
2. CONDITIONS. Before the Bank lends to the Borrower, the Borrower
will, in a manner satisfactory to the Bank.
a) Furnish the following collateral: negative pledge on all
company assets with the exception of those assets under the
floor plan lines of credit.
3. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants
and, so long as any indebtedness remains unpaid, shall be deemed
continuously to represent and warrant that:
a) Borrower has the full power and authority to enter into this
Agreement, to make the borrowing hereunder, to execute and
deliver the Note and to incur the obligations provided for
herein.
b) The information supplied and the statements made by Borrower in
any financial or credit statement or application for credit
prior to this Agreement were true and correct as of the date
they were made.
c) There is no provision of any existing mortgage, indenture,
contract or agreement binding on the Borrower or affecting its
property, which would conflict with or in any way prevent the
execution, delivery, or carrying out of the terms of this
Agreement and the Note. If any further action or permission is
necessary to enable the Borrower to perform this Agreement, or
to comply with its covenants and obligations hereunder, Borrower
represents and agrees to take such action and to obtain such
permission.
d) If a corporation, Borrower is duly organized and existing, and
in good standing, under the Laws of the State of Florida and has
the corporate power to own its property and to carry on its
business as now being conducted.
4. TAXES. The Borrower has filed all Federal, State and other tax and
similar returns and has paid or provided for the payment of all taxes
and assessments due thereunder through December 31, 1995, including
all withholding, FICA and franchise taxes.
5. AFFIRMATIVE COVENANTS. So long as Borrower's indebtedness to the
Bank shall remain open, Borrower will:
a) keep proper records of account in a manner satisfactory to Bank;
b) permit, at Borrower's expense, inspections, and audits by Bank
or by Bank's agent of all books, records and papers in the
custody and control of the Borrower or others, relating to the
Borrower's financial or business condition, including the making
of copies thereof and abstracts therefrom, and inspection and
appraisal of any of borrower's assets;
c) deliver to the Bank financial information in such form and
detail and at such times as are satisfactory to the Bank,
including, without limitation, (i) Borrower's annual financial
statements within 90 days after the end of each of Borrower's
fiscal years, to be accompanied, if marked ________, by the
individual financial statement of each endorser, guarantor,
partner or other party liable for payment of any of the
Borrower's indebtedness to the Bank, and (ii) if marked here x
, Borrower's quarterly financial statements within 60 days after
the end of such period; Annual financial statements will be
audited with an unqualified opinion.
d) maintain a current ratio not less than 1.5 - 1.00. Current
ration to be determined by generally accepted accounting
principles.
e) maintain tangible net worth of not less than $1,500,000.
Tangible net worth to be determined by generally accepted
accounting principles.
f) promptly pay all taxes, assessments and other governmental
charged due from Borrower, provided however, that nothing herein
contained shall be interpreted to require the payment of any
such tax so long as its validity is being contested in good
faith;
g) (i) keep all properties so insured at all times with responsible
insurance carriers against fire and other hazards in such manner
and to such extent that like properties are usually insured by
other operating businesses, plants and properties of similar
character in the same general locality, and (ii) keep adequately
insured at all times with responsible insurance carriers against
liability on account of damage to persons or properties, and
other applicable workmen's compensation laws.
h) promptly inform the Bank of the commencement of any action,
suit, proceeding or investigation against the Borrower, or the
making of any counterclaim against the Borrower in any action,
suit or proceeding, and of all liens against any of the
Borrower's property; and
i) maintain corporate management of partnership or proprietary
interest satisfactory to the Bank.
6. NEGATIVE COVENANTS. So long as any of borrower's indebtedness to
Bank shall remain unpaid, Borrower will not, without the Bank's prior
written consent:
a) with the exception of floor plan lines of credit create, incur,
assume or suffer to exist any security interest, mortgage,
pledge, lien or other encumbrance on any of the Borrower's
property or assets, whether now owned or hereafter acquired,
except in the Bank's favor and except liens of taxes not in
default or being contested in good faith; provided, however,
that if in any proceeding before the United States Tax Court,
the Borrower is adjudged liable for unpaid taxes and wish to
appeal from such adjudication, the Borrower shall promptly take
appropriate steps to stay the assessment of any lien of such
taxes;
b) sell, convey, lease or transfer any of Borrower's assets other
than in the ordinary course of business, or merge or consolidate
with or into any other company or corporation;
c) become a guarantor, surety or otherwise liable for the debts or
other obligations of any other person, firm or corporation
except as an endorser of instruments for the payment of money
deposited to a bank account for collection in the ordinary
course of business;
d) change the form in which the Borrower conducts its business or
the location of such business or the nature of the business as
conducted by the Borrower on the date of this Agreement or fail
to maintain the Borrower's business operation as a going
concern.
7. EVENTS OF DEFAULT. All the Borrower's obligations to the Bank may be
immediately terminated and the entire unpaid balance of all of the
Borrower's indebtedness to the Bank declared to be immediaTely due
and payable at the Bank's sole election upon it happening of any of
the following specified events of default:
a) non-payment of any principal or interest on any indebtedness
created hereunder when due or default by Borrower in the
performance of any of the other terms and conditions of this
agreement or of any other agreement with the BANK;
b) Bank's belief in good faith that the prospect of payment of all
or any part of the Borrower's indebtedness to the Bank or the
performance of any of the Borrower's obligations to the Bank is
impaired;
c) Borrower's adjudication as a bankrupt, or the making of any
general assignment by the Borrower for the benefit of creditors,
or the institution by or against the Borrower of any type of
insolvency proceeding or of any proceeding for the liquidation
or the winding down of Borrower's affairs, or the appointment of
a receiver or trustee for the Borrower or for any of the
Borrower's assets, or the approval as properly filed of a
petition for Borrower's reorganization under the Bankruptcy Code
or otherwise, or Borrower's filing of any petition for the
arrangement under Chapter XI of the Bankruptcy Code or any
similar statute;
d) if any certificate, statement, representation, warranty or audit
furnished by or on behalf of the Borrower in connection with
this agreement (including those contained herein) or as an
inducement by the Borrower to enter into this agreement shall
prove to have been false in any material respect at the time as
of which the facts therein set forth were certified or stated,
or to have omitted any substantial contingent or unliquidated
liability or claim against the Borrower, or, if on the date of
the execution of this agreement there shall have been any
materially adverse change in any of the facts disclosed by any
such certificate, statement, representation, warranty or audit,
which change shall not have been disclosed by the Borrower to
the Bank at or prior to the time of such execution;
e) non-payment by the Borrower of any indebtedness to the Bank or
others when due;
f) if partnership or proprietorship, death or judicial declaration
of incompetency of any partner or proprietor, or Borrower's
termination or dissolution; or
g) the occurrence of any event described in paragraph 7(c), (d),
(e) or (f) hereof with respect to any endorser or guarantor, or
any party liable for the payment of Borrower's indebtedness to
the Bank, or the failure to furnish financial statements and
date with respect to any such endorser, guarantor or other party
when requested by Bank.
8. EXPENSES. Borrower will reimburse the Bank promptly (a) for any fees
payable to the appropriate public officer to perfect any lien or
other security interest taken to secure any indebtedness created
pursuant hereto, or the premium, not in excess of such filing fee,
payable for insurance in lieu, of such filing, (b) for the Bank's
actual expenditures, including reasonable attorney's fees and (c) for
all of the Bank's out-of-pocket expenses incurred in connection with
this loan, for any taxes which the Bank may be required to pay in
connection with the execution and delivery of any note representing
indebtedness created hereunder and for any expenses incident to the
enforcement of any provision of this agreement or of this note
representing indebtedness incurred hereunder or the liquidation of
any collateral for such indebtedness, including, without limitation,
attorney's fees.
9. WAIVER OF JURY TRIAL. Bank and Borrower hereby knowingly,
voluntarily and intentionally waive the right either may have to a
trial by jury in respect to any litigation based on, or arising out
of, under or in conjunction with the note, this agreement, and other
agreement contemplated to be executed in conjunction herewith or
therewith, or any course of conduct, course of dealing, statements
(whether verbal or written) or actions of either party. This
provision is a material inducement for Bank making the loan evidenced
by the note.
10. MISCELLANEOUS.
a) No delay or omission by the Bank in exercising any right or
remedy hereunder or with respect to any indebtedness created
hereunder shall operate as a waiver thereof or of any other
right or remedy, and no single or partial exercise of any other
right or remedy.
b) This agreement shall be construed and interpreted in accordance
with the laws of the State of Florida.
c) Borrower agrees that the proper venue for any action which may
be brought under this Agreement, in addition to any other venue
permitted by law, shall be in the county in which is located the
Bank's business office as designated above or the office of an
assignee of this Agreement.
BANK BORROWER
AmSOUTH BANK OF FLORIDA NOBILITY HOMES, INC.
By: /s/ Xxxxxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxxx Xxxxxxx, Vice Xxxxxx X. Xxxxxxx, Vice
President President
STATE OF GEORGIA
COUNTY OF LOWNDES
The foregoing LOAN AGREEMENT was acknowledged before me this 17th day of
July, 1996, by XXXXXX X. XXXXXXX, as Vice President of NOBILITY HOMES,
INC., [ ] who is personally known to me or [X] produced FL D/L
7624839632530 as identification.
/s/ Xxxxxxx X. Xxxxxx
Notary Public, State of Georgia
Print Notary Name Xxxxxxx X. Xxxxxx
My commission expires ________________
Commission number ____________________
Notary Public, Lowndes County, Georgia
My Commission Expires June 3, 1997
STATE OF GEORGIA
COUNTY OF LOWNDES
The foregoing LOAN AGREEMENT was acknowledged before me this 17th day of
July, 1996, by XXXXXXX XXXXXXX, as Vice President of AmSOUTH BANK OF
FLORIDA, [ ] who is personally known to me or [X] produced FL D/L
8652737604090 as identification.
/s/ Xxxxxxx X. Xxxxxx
Notary Public, State of Georgia
Print Notary Name Xxxxxxx X. Xxxxxx
My commission expires ________________
Commission number ____________________
Notary Public, Lowndes County, Georgia
My Commission Expires June 3, 1997
