Secured Loan Agreement - Newstart Centre Inc. and USA Wade Cook Seminars Inc.
SECURED LOAN AGREEMENT
THIS SECURED LOAN AGREEMENT (hereinafter referred to as "Agreement")
is made and entered into on this 4th day of FEBRUARY, 1997, by and between
NEWSTART CENTRE, INC., a Utah Corporation with its principal place of
business in Salt Lake County, State of Utah, (hereinafter referred to as
"Debtor") and USA WADE COOK SEMINARS, Inc. of C/O 11275 SOUTH LOAFER CANYON
ROAD, ELKRIDGE, UT. 84651 (hereinafter referred to as "Secured Party").
RECITALS:
A. WHEREAS, DEBTOR is engaged in the business of buying, leasing and
selling motor vehicles to the general public, and
B. WHEREAS, DEBTOR desires to borrow working capital for the purchase
of automobiles to sale or lease, and
C. WHEREAS, Secured Party desires to loan working capital to Debtor,
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties hereto hereby agree as follows:
1. Loan. Secured Party hereby lends to Debtor, receipt of which is
hereby acknowledged, the sum of $125,000.00 payable to Debtor in certified
funds concurrent with the execution of this Agreement and the other
documents/instruments referred to below.
2. Loan Documents.
a) Execution and delivery by Debtor. Debtor hereby agrees to
execute, by and through its authorized representatives, and to deliver to
Secured Party, the following instruments/ documents to effect the loan
described in paragraph 1 above.
1) Promissory Note dated the 4th day of FEBRUARY, 1997, a copy
of which is attached hereto as Exhibit "A".
2) Certificate of Delivery and Receipt of Documents, a copy of
which is attached hereto as Exhibit "B".
b) Execution and delivery by Secured Party. Secured Party hereby
agrees to execute and deliver to Debtor the Certificate of Delivery and
Receipt of Documents dated the 4th of FEBRUARY, 1997, (Exhibit "B").
3. Grant of Lien. Debtor hereby grants to Secured Party a continuing
lien against each vehicle (hereinafter the "vehicles") purchased with Secured
Party's funds to secure the payment and performance of each and every
obligation, liability and undertaking of Debtor under the loan documents and
Debtor hereby represents and warrants to secured Party that Debtor is or,
after acquisition by Debtor, will be the owner of the of the vehicles and
possesses all requisite power and authority to execute and deliver this
Agreement and to grant to Secured Party a lien as to all of the vehicles or
any replacements thereof.
4. No Other Security Interests/Liens. No financing statement or lien
covering the vehicles has been given or filed by Debtor with any filing
officer, and the said vehicles are or will be free from any adverse liens,
security interests, claims or encumbrances of any kind.
5. Taxes and Assessments. All taxes, assessments and other governmental
charges including Utah State sales tax, county property tax, and license and
registration fees upon the vehicles will, to the best of Debtor's knowledge,
have been paid and shall continue to be paid as they become due and payable.
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6. Substitution of Collateral. Secured Party consents and acknowledges
that Debtor, from time to time, may sell, transfer or assign any or all of
the said vehicles or leases covering the vehicles. Secured Party further
agrees to cooperate with and to execute and deliver to Debtor such additional
documents as may be necessary to sell or otherwise dispose of any of the
vehicles provided Debtor, within a reasonable time, replaces such vehicles(s)
with other vehicles(s) of equal or greater value and lists Secured Party as
the sole lien holder on the titles to any such replacement vehicles.
7. Evidence of Title. Debtor shall, within thirty (30) days after the
receipt thereof, deliver to Secured Party copies of any and all title and/or
registration documents relating to any of the motor vehicles covered by this
Agreement showing Secured Party as the sole lienholder. Debtor shall not
further mortgage, pledge, grant or permit to exist any lien against or
security interest in, or encumbrance on, any of the vehicles without the
prior written consent of Secured Party.
8. Insurance. Debtor shall maintain, or cause Lessees to maintain, at
Debtor's or Lessee's expense, proper insurance coverage on the vehicles
covered by this Agreement upon terms and with limits of coverage reasonably
required by the existing custom and usage in the motor vehicle leasing
industry and all rights, duties and obligations of Debtor and Lessees with
respect to insurance coverage of the vehicles, including, without limitation,
payment of premiums, use of proceeds and disposition of policies shall be as
are standard in the auto leasing industry.
9. Licenses and Permits. Debtor shall keep in effect all licenses,
permits and franchises required by law or contract relating to the vehicles
and shall pay, when due, all fees and other charges pertaining thereto.
10. Miscellaneous.
(a) Entire Agreement. This Agreement, together with all of the
documents/instruments listed herein constitute the entire agreement between
the parties. There are no terms, obligations, covenants, representatives,
statements, or conditions between the parties, other than those contained
herein. No variations or modifications of this Agreement or waiver of any of
the terms or provisions hereof shall be deemed valid unless in writing and
signed by both parties.
(b) Grace Period. In the event of a non-monetary default, Debtor
shall have thirty (30) days after receipt of written notice thereof from
Secured Party in which to cure such default.
(c) Amendments. Neither this Agreement nor any provisions hereof may
be changed, waived, discharged or terminated orally and may only be modified
or amended by an instrument in writing, signed by Secured Party and Debtor.
(d) Binding Effect. This Agreement shall be binding upon Debtor and
Debtor's successors and assigns. This Agreement shall inure to the benefit of
Secured Party, and Secured Party's heirs, personal representatives,
successors and assigns.
(e) Notices. Except as otherwise provided herein, all notices and
other communications under this Agreement shall be in writing and shall be
deemed given when delivered or, if mailed, then when mailed, if mailed by
registered or certified mail, postage prepaid, addressed as follows:
If to Secured Party, to:
USA WADE COOK SEMINARS, INC.
C/O 11275 SOUTH LOAFER CANYON ROAD
ELKRIDGE, UT. 84651
If to Debtor, to: NEWSTART CENTRE, INC.
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Such addresses may be changed by notice to the other parties given in
the same manner as above provided. Any notice given hereunder shall be deemed
given as of the date delivered or mailed.
(f) Severability. If any term or provision of this Agreement shall,
to any extent, be determined by a court of competent jurisdiction to be void,
voidable or unenforceable, such void, voidable or unenforceable term or
provision shall not affect any other term or provision of this Agreement.
(g) Governing Law. This Agreement and all matters relating hereto
shall be governed by, construed and interpreted in accordance with the laws
of the State of Utah, County of Salt Lake.
(h) Termination. This Agreement shall terminate upon the full and
complete performance and satisfaction by Debtor of all of its obligations to
Secured Party under this Agreement or any other instrument referred to herein
requiring performance by Debtor.
IN WITNESS WHEREOF, Debtor and Secured Party have executed this Secured
Loan Agreement effective as of the date first above written.
DEBTOR:
NEWSTART CENTRE, INC.
By /s/ illegible
[add signature]
SECURED PARTY: USA WADE COOK SEMINARS, INC.
By /s/ illegible
[add signature]
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PROMISSORY NOTE
(Secured)
$ $125,000,000 Date: 4 FEB 97
FOR VALUE RECEIVED the undersigned hereby promise to pay to USA WADE
COOK SEMINARS, INC.
at
C/O 11275 SOUTH LOAFER CANYON ROAD, ELKRIDGE, UT. 84651
or at such other place as the holder hereof may designate in writing, the
principal sum of ONE HUNDRED TWENTY FIVE THOUSAND DOLLARS AND NO/100
($ $125,000.00), payable in forty-eight (48) consecutive equal monthly
payments, including interest as provided below, of ($3,606.88) each,
commencing with the first payment on the 21st day of MARCH, 1997, and
continuing with a like payment on the 21st day of each and every consecutive
month thereafter until the entire remaining unpaid principal balance has been
paid in full, subject to the following additional terms and conditions:
1. Interest. Interest shall accrue on the unpaid principal balance at
the simple rate of SEVENTEEN percent (17.00%) per annum.
2. Application of Payments. Payments shall be applied first toward
the payment and satisfaction of accrued and unpaid interest, if any, and the
remainder shall be applied toward the reduction of principal. Principal and
interest shall be payable only in lawful money of the United States of
America.
3. Prepayment. The undersigned shall have the right, without penalty,
to pre-pay any part or all of the unpaid principal balance due hereunder, in
which event subsequent monthly payments shall be reduced proportionately, or,
upon payment in full of all interest, entire principal balance, together
with all accrued interest and any accrued costs or attorney's fees as
provided herein, shall be paid in full on or before FEBRUARY 4th, 2001.
4. Default/Late Charges/Acceleration. In the event any installment
payment due hereunder or any portion thereof is not made within thirty (30)
days after its due date and such default is occasioned by the default of any
lessee, then, to that extent, Debtor shall have sixty (60) days from such due
date to repossess the subject motor vehicle(s), re-lease the same and resume
making monthly installment payments pursuant to the Note. Any installment
payment or any portion thereof not paid within the said sixty-day (60) period
shall be added on to the end of the term covered by the Note and the final
due date for such payment or part thereof, together with any accrued interest
thereon shall be extended by one month for each such installment payment
missed.
5. No Waiver. The acceptance of any installment or payment after the
occurrence of a default or event giving rise to the right of acceleration
provided for in the previous paragraph shall not constitute a waiver of such
right of acceleration with respect to any subsequent default or event.
6. Costs of Collection/Attorneys' Fees, etc. In the event any payment
due under this Note is not made, or any obligation provided to be satisfied
or performed under any instrument given to secure payment of the obligations
evidenced hereby is not satisfied or performed, at the time and in the manner
required, the undersigned agrees to pay all costs and expenses (regardless of
the particular nature thereof and whether incurred with or without suit and
before or after the judgement) which may be incurred by the holder hereof in
connection with the enforcement of any of his rights under this Note or under
any such other instrument, or any right arising out of the breach thereof,
including but not limited to, reasonable expenses incurred in foreclosing on
the collateral securing payment hereof, court costs, and reasonable
attorneys' fees.
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7. Notice. Any notice or demand hereunder shall be deemed to have been
given to and received by the undersigned when personally delivered or when
deposited in the U.S. mail, certified or registered mail, return receipt
requested, postage pre-paid, and addressed to the undersigned at the address
set forth below or at such other address as the undersigned may hereafter
designate in writing to the holder hereof.
This note shall be governed by and construed in accordance with the laws
of the State of Utah.
NEWSTART CENTRE, INC.
By /s/ Robert J. Atmore
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CERTIFICATE OF DELIVERY
AND RECEIPT OF DOCUMENTS
I, ROBERT J. ATMORE, of/for NEWSTART CENTRE, INC. do hereby certify that on
the 4th day of FEBRUARY, 1997 I delivered to USA WADE COOK SEMINARS, INC. of
C/O 11275 SOUTH LOAFER CANYON ROAD, ELKRIDGE, UT. 84651 one (1) original
and/or one (1) copy of each of the following documents:
(i) Secured Loan Agreement dated on the 4th day of FEBRUARY, 1997,
between NEWSTART CENTRE, INC., as Debtor, and USA WADE COOK SEMINARS, INC. as
Secured Party.
(ii) Promissory Note dated the 4th day of FEBRUARY, 1997.
DATED this 4th day of FEBRUARY, 1997
NEWSTART CENTRE, INC.
By /s/ Robert J. Atmore
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