Secured Loan Agreement - Newstart Centre Inc. and Wade Cook Seminars Inc.
SECURED LOAN AGREEMENT
THIS SECURED LOAN AGREEMENT (hereinafter referred to as "Agreement") is
made and entered into on this 20th day of JANUARY, 1998, 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 WADE COOK
SEMINARS, INC. of 14675 INTERURBAN AVE. SOUTH, SEATTLE, WA 98168 (hereinafter
referred to as "Secured Party").
CAPTIONS AND HEADINGS. The captions and headings throughout this Agreement
are for convenience of reference only, and the words contained therein shall in
no way be held or deemed to define, limit, describe, explain, modify, amplify or
add to the interpretation, construction or meaning of any provisions of or the
scope or intent of this Agreement or in any way affect this Agreement.
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 20th day of JANUARY, 1998, 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 20th of JANUARY, 1998, (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 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.
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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.
6. Substitution of Collateral. Secured Party consents and acknowledges
that Debtor, from time to time, January 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 January be necessary to sell or otherwise dispose of any of the vehicles
provided Debtor, within a reasonable time, replaces such vehicle(s) with other
vehicle(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, representations,
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
January be changed, waived, discharged or terminated orally and January 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.
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(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: If to Debtor, to:
WADE COOK SEMINARS, INC. NEWSTART CENTRE, INC.
C/O 14676 INTERURBAN AVE. SOUTH 5200 SOUTH STATE STREET
SEATTLE, WA. 98168 MURRAY, UTAH 84107
Such addresses January 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/ Robert J. Atmore
-------------------------------
Robert J. Atmore, President
SECURED PARTY:
Wade Cook Seminars, Inc.
By /s/ Wade B. Cook
-------------------------------
Wade B. Cook
<PAGE>
PROMISSORY NOTE
(Secured)
$ $125,000.00 Date: January 20, 1998
FOR VALUE RECEIVED the undersigned hereby promise to pay to WADE COOK
SEMINARS, INC. at 14675 INTERURBAN AVE. SOUTH, SEATTLE, WA 98168 or at such
other place as the holder hereof January designate in writing, the principal
sum of One Hundred Twenty Five Thousand dollars and no/100 ($ $125,000.00),
payable in forty-eight (48) consecutive equal monthly payments, including
interest as provided below, of ($3,503.15) each, commencing with the first
payment on the 6th day of March, 1998, and continuing with a like payment on
the 6th 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 fifteen percent (15.00%) 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, principal and any other amounts due hereunder,
payments shall terminate. In any event, the 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 March, 2002.
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 judgment) which January 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.
<PAGE>
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 January hereafter
designate in writing to the holder hereof.
This note shall be governed and construed in accordance with the laws of
the State of Utah.
NEWSTART CENTRE, INC.
By /s/ Robert J. Atmore
---------------------------
Robert J. Atmore, President
<PAGE>
CERTIFICATE OF DELIVERY
AND RECEIPT OF DOCUMENTS
I, ROBERT J. ATMORE, of/for NEWSTART CENTRE, INC. do hereby certify that on the
20TH day of JANUARY, 1998 I delivered to WADE COOK SEMINARS, INC. of 14675
INTERURBAN AVE. SOUTH, SEATTLE, WA 98168 one (1) original and/or one (1) copy of
each of the following documents:
(i) Secured Loan Agreement dated the 20TH day of JANUARY, 1998, between
NEWSTART CENTRE, INC., as Debtor, and WADE COOK SEMINARS, INC. as Secured Party.
(ii) Promissory Note dated the 20TH day of JANUARY, 1998.
DATED this 20TH day of JANUARY, 1998.
NEWSTART CENTRE, INC.
By /s/ Robert J. Atmore
---------------------------
Robert J. Atmore, President
<PAGE>
RECEIPT
The undersigned do hereby acknowledge receipt of each of the documents or
copies thereof listed above and attached to this Certificate.
DATED this 20TH day of JANUARY, 1998.
Name: WADE COOK SEMINARS, INC.
By: /s/ Wade B. Cook Fed EIN#
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Wade B. Cook