Exhibit 6.09
AGREEMENT FOR ADVANCEMENT OF LOAN
WHEREAS, Brooke Credit Corporation ("lender") has agreed to loan GI Agency, Inc.
("borrower") the amount of Two Hundred Seventy Five Thousand Dollars
($275,000.00) for the purpose of acquiring certain insurance agency assets from
Xxxx Agency, Inc. These loan agreements shall apply to future loans or advances
made by lender to borrower. The lender's agreement to extend credit is subject
to the following terms and conditions.
1. Borrower shall execute a separate promissory note in the amount of
$275,000.00. Said promissory note shall provide for 120 equal monthly payments
in the approximate amount of $3,028.00 and shall mature 120 months after the
date of said promissory note. Said promissory note shall also provide for an
interest rate that begins at 11.5% and varies annually on December 31st of each
year to a rate 2.75% above the New York Prime rate as published in the Wall
Street Journal.
2. Borrower shall execute a separate security agreement which provides for a
purchase money security interest in the acquired insurance agency and all
related assets.
3. Borrower shall execute a separate UCC-1 financing statement form which
perfects lenders security interest in the assets referenced above.
4. In the event the borrower defaults on the Promissory note or security
agreement referenced above, then the borrower further agrees to the following:
(A) Borrower agrees that lender's written notice of default constitutes
"good and sufficient cause" for termination by Brooke Corporation of a
Franchise Agreement dated September 4, 1997 between the borrower and
Brooke Corporation.
(B) Effective upon receipt by borrower of lender's written notice of
default, borrower shall assign to lender any and all amounts owed to
borrower by Brooke Corporation whether for sales commissions, net
premiums or from any other source,
(C) Borrower agrees that all receipts from collection of borrower's
customer account receivables shall be deposited to a deposit account
which is owned and controlled by Brooke Corporation and that, effective
upon receipt by borrower of lender's written notice of default,
borrower authorizes Brooke Corporation to pay any such customer account
receivables to the lender if requested by the lender.
(D) Effective upon receipt by borrower of lender's written notice of
default, borrower assigns to lender any and all ownership of borrower's
customer accounts and authorizes Brooke Corporation to transfer
ownership of borrower's customer accounts to lender.
(E) Effective upon receipt by borrower of lender's written notice of
default, borrower authorizes Brooke Corporation to divulge to lender or
to those designated by lender any information requested by lender,
whether confidential or otherwise.
(F) Effective upon receipt by borrower of lender's written notice of
default and continuing for a period of three (3) years thereafter, the
borrower agrees that Borrower will not solicit any insurance business
from clients who were clients of Brooke Financial Services of Hastings,
Nebraska.
(G) Effective upon receipt by borrower of lender's written notice,
borrower agrees to enforce, for the continued benefit of lender, all
non solicitation agreements or non compete agreements currently in
force between borrower and its officers, directors, partners,
independent contractors and employees.
(H) Effective upon receipt by borrower of lender's written notice of
default, borrower shall cooperate with lender in transferring ownership
of all of borrower's customer accounts and policies to lender.
Furthermore, borrower shall cause, to the extent reasonably possible,
borrower's officers, directors, partners, independent contractors and
employees to cooperate with lender in transferring ownership of all of
borrower's customer accounts and policies to lender.
(I) Effective upon receipt by borrower of lender's written notice of
default, the borrower shall assign to lender all of borrower's rights
to the telephone numbers used to serve borrower's customers, if
requested by lender.
(J) Effective upon receipt by borrower of lender's written notice of
default, the borrower shall assign to lender all of borrower's rights
to the lease of office space used to serve borrower's customers, if
requested by lender.
(K) Effective upon receipt by borrower of lender's written notice of
default, the borrower shall assign to lender all of borrower's rights
to the lease of a post office box or other mailing address used to
serve borrower's customers, if requested by lender.
(L) Within seven days of receipt by borrower of lender's written notice
of default, borrower shall deliver to lender all of borrower's customer
files and customer records.
5. The borrower acknowledge that Brooke Corporation is lender's parent company
and that the lender shall provide to Brooke Corporation a copy of all loan and
security agreements executed by borrower in connection with said loan.
6. Borrower hold Brooke Corporation harmless for any breach of the terms of said
Franchise Agreement by Brooke Corporation which may result from actions taken by
Brooke Corporation that are authorized by these Loan Agreements.
7. Borrower agrees to provide to lender in January of each year current
financial information which is sufficient for lender to adequately analyze
borrower's financial condition and loan collateral margins.
8. Borrower agrees that said Franchise Agreement shall not be terminated by
borrower until the promissory note referenced in these Loan Agreements is paid
in full.
9. Notices which may be required to be sent by lender to the borrower in
accordance with these agreements shall be sufficient if in writing and if sent
by registered mail to borrower's residence.
Lender's Address: Borrower's Address:
Brooke Credit Corporation GI Agency, Inc.
000 X Xxxxxx, X.X. Xxx 000 P.O. Box 4909
Phillipsburg, KS 67661 Xxxxx Xxxxxx, Xxxxxxxx 00000-0000
The undersigned agree to the foregoing and acknowledge receipt of a copy of this
agreement on this the 1st day of Sept., 1998.
Brooke Credit Corporation
by: /s/ Xxxxxx X. Xxx
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GI Agency, Inc.
by: /s/ Xxxxxx X. Xxx
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NOTICE TO BORROWER: This written agreement is the final expression of the
agreement between you and the Lender, and as such it may not be contradicted by
evidence of any prior oral agreement or of a contemporaneous oral agreement
between you and the Lender.
ADDITIONAL TERMS: None
AFFIRMATION: By signing here, Borrower and Lender affirm that no unwritten oral
agreement between them exists.
Brooke Credit Corporation
by: /s/ Xxxxxx X. Xxx
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GI Agency, Inc.
by: /s/ Xxxxxx X. Xxx
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