REVOLVING NOTE
$3,000,000 October 3, 1999
Minneapolis, Minnesota
FOR VALUE RECEIVED, XXXXX BROTHERS, INC., a corporation organized under the
laws of the State of Delaware ("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") and
WABASH FOODS, LLC, a Delaware limited liability company ("Wabash"), (PBI, PBAI,
PBDI, Tejas and Wabash each a Borrower and collectively the "Borrower" or the
"Borrowers"), hereby jointly and severally promise to pay to the order of U.S.
BANCORP REPUBLIC COMMERCIAL FINANCE, INC. (the "Lender") at its main office in
Minneapolis, Minnesota, in lawful money of the United States of America in
immediately available funds on the Revolving Maturity Date (as such term and
each other capitalized term used herein are defined in the Credit Agreement
hereinafter referred to) the principal amount of THREE MILLION DOLLARS AND NO
CENTS ($3,000,000) or, if less, the aggregate unpaid principal amount of all
Revolving Advances made by the Lender under the Credit Agreement, 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.
This note is the Revolving Note referred to in the Credit Agreement dated
as of October 3, 1999 (as the same may be hereafter from time to time amended,
restated or modified, the "Credit Agreement") between the undersigned and the
Lender. This note is secured, it is subject to certain permissive and mandatory
prepayments 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
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XXXXX BROTHERS ARIZONA, INC.
By
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Title
XXXXX BROTHERS DISTRIBUTING, INC.
By
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Title
TEJAS PB DISTRIBUTING, INC.
By
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Title
WABASH FOODS, LLC
By
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Title
TERM NOTE A
$5,800,000 October 3, 1999
Minneapolis, Minnesota
FOR VALUE RECEIVED, XXXXX BROTHERS, INC., a corporation organized under the
laws of the State of Delaware ("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") and
WABASH FOODS, LLC, a Delaware limited liability company ("Wabash"), (PBI, PBAI,
PBDI, Tejas and Wabash each a Borrower and collectively the "Borrower" or the
"Borrowers"), hereby jointly and severally promise to pay to the order of U.S.
BANCORP REPUBLIC COMMERCIAL FINANCE, INC. (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 MILLION EIGHT HUNDRED
THOUSAND DOLLARS AND NO CENTS ($5,800,000), 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 seventy-eight monthly installments, each
payment in the amount of $74,359, commencing on February 1, 2000 and the first
day of each month thereafter until July 1, 2006 when the remaining principal
balance and all accrued interest shall be payable.
This note is the Term Note A referred to in the Credit Agreement dated as
of October 3, 1999 (as the same may hereafter be from time to time 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
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Title
XXXXX BROTHERS ARIZONA, INC.
By
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Title
XXXXX BROTHERS DISTRIBUTING, INC.
By
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Title
TEJAS PB DISTRIBUTING, INC.
By
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Title
WABASH FOODS, LLC
By
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Title
TERM NOTE B
$350,000 October 3, 1999
Minneapolis, Minnesota
FOR VALUE RECEIVED, XXXXX BROTHERS, INC., a corporation organized under the
laws of the State of Delaware ("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") and
WABASH FOODS, LLC, a Delaware limited liability company ("Wabash"), (PBI, PBAI,
PBDI, Tejas and Wabash each a Borrower and collectively the "Borrower" or the
"Borrowers"), hereby jointly and severally promise to pay to the order of U.S.
BANCORP REPUBLIC COMMERCIAL FINANCE, INC. (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 FIFTY
THOUSAND DOLLARS AND NO CENTS ($350,000), 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 twelve monthly installments, each
payment in the amount of $29,166.67, commencing on April 30, 2000 and the last
day of each month thereafter until March 31, 2001 when the remaining principal
balance and all accrued interest shall be payable.
This note is the Term Note B referred to in the Credit Agreement dated as
of October 3, 1999 (as the same may hereafter be from time to time 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
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Title
XXXXX BROTHERS ARIZONA, INC.
By
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Title
XXXXX BROTHERS DISTRIBUTING, INC.
By
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Title
TEJAS PB DISTRIBUTING, INC.
By
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Title
WABASH FOODS, LLC
By
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Title
