EXHIBIT 10.D1i
AMENDMENT TO INSTALLMENT NOTE AND SECURITY AGREEMENTS
WHEREAS, the Note dated -------------------, in the amount of $----
---------; and Amendment to said Note dated ------------------- in the amount
of $------------; and Amendment to said Note dated ------------------, in the
amount of $----------; and Amendment to said Note dated -----------------, in
the amount of $----------------; and Amendment to said Note dated ------------
------, in the amount of $------------; and Amendment to said Note dated -----
-------------, in the amount of $---------------, has a balance owing of $----
----------, known as Loan No. -----; and
WHEREAS, the Borrower requests additional financing in the amount
of $------------- for purchase of new fixtures and equipment at --------------
------.
NOW, THEREFORE, it is agreed as follows:
1. The new funds of $------------- shall be repaid according to
the Installment Note attached hereto marked Exhibit A; said Note shall be
known as Loan -----------.
2. Loans -------- and --------- together with interest shall be
secured under the Security Agreements respectively dated --------------------
and -----------------, and any subsequent Amendments and Security Agreements,
continuing the terms and conditions thereof, and said agreements are hereby
ratified and reaffirmed.
3. Inventory at ------------------------------------ shall be
maintained at all times at a level of not less than $-------------- cost to
Borrower.
4. Covenants. So long as any part of the Note remains unpaid, the
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 the 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 --------------------.
(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.
5. Insurance
(a) The Borrower shall maintain standard form fire, extended
coverage, vandalism, and malicious mischief insurance insuring the merchandise
inventory, fixtures, trade fixtures, and equipment at -------------------
dba --------------------- to at least the actual cash value, with loss payable
clauses in favor of the Lender and its assignee.
(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 loans,
$-----------------.
6. Loan Costs. The Borrower agrees to pay a loan application fee
of $----------, together with any and all costs incident to filing Uniform
Commercial Code Financing Statements.
7. Events of Default. Upon occurrence of any of the following
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
(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 4, 5 and 6 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 ---------- (---) 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 ------ (---) 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 --------
(---) 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 attorney fees
incurred in enforcing the Lender's rights and remedies after default under
this Agreement, including any fees incurred on appeal.
8. Waiver. Neither the failure nor any delay on the part of the
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.
9. Benefit. This Agreement shall be binding upon and inure to the
benefit of the Lender and its successors and assigns.
10. Construction. This agreement shall be governed by and
construed in accordance with the laws of the state of Oregon.
IN WITNESS WHEREOF, the parties have executed this Agreement on ---
---------------.
BORROWERS: ----------------------------------
By--------------------------------
Name:-----------------------------
Title:----------------------------
By--------------------------------
Name:-----------------------------
Title:----------------------------
INDIVIDUALLY:
----------------------------------
----------------------------------
LENDER/SECURED PARTIES: ----------------------------------
By--------------------------------
Name:-----------------------------
Title:----------------------------
UNITED GROCERS, INC.
By--------------------------------
