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AGREEMENT DATE

Loan Agreement

AGREEMENT DATE | Document Parties: ELDORADO ARTESIAN SPRINGS INC | AMERICAN NATIONAL BANK | Eldorado Artesian Springs, Inc | Eldorado Springs, CO | Louisville, CO | Suite 100 Boulder, CO You are currently viewing:
This Loan Agreement involves

ELDORADO ARTESIAN SPRINGS INC | AMERICAN NATIONAL BANK | Eldorado Artesian Springs, Inc | Eldorado Springs, CO | Louisville, CO | Suite 100 Boulder, CO

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Title: AGREEMENT DATE
Date: 6/29/2009
Industry: Beverages (Non-Alcoholic)     Sector: Consumer/Non-Cyclical

AGREEMENT DATE, Parties: eldorado artesian springs inc , american national bank , eldorado artesian springs  inc , eldorado springs  co , louisville  co , suite 100 boulder  co
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Exhibit 10.26

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOAN NUMBER

 

LOAN NAME

 

 

ACCT. NUMBER

 

 

AGREEMENT DATE

 

 

INITIALS

 

1759

 

Eldorado Artesian Springs, Inc.

 

 

 

300117

 

 

 

03/17/09

 

 

RA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOTE AMOUNT

 

INDEX (w/Margin)

 

 

RATE

 

 

MATURITY DATE

 

 

LOAN PURPOSE

 

$300,000.00

 

Not Applicable

 

 

8.000%
Creditor Use Only

 

 

 

06/30/09

 

 

Commercial

COMMERCIAL LOAN AGREEMENT
Single Advance Loan

DATE AND PARTIES. The date of this Commercial Loan Agreement (Agreement) is March 17, 2009. The parties and their addresses are as follows:

LENDER:

AMERICAN NATIONAL BANK 1360 Walnut Street,
Suite 100 Boulder, CO 80302

BORROWER:

ELDORADO ARTESIAN SPRINGS, INC. a Colorado Corporation
1783 Dogwood Street
Louisville, CO 80027

DOUGLAS A, LARSON
31 Fowler Lane
Eldorado Springs, CO 80025

KEVIN M. SIPPLE
12 Baldwin Circle
Eldorado Springs, CO 80025

JEREMY S. MARTIN
2707 4th Street
Boulder, CO 80304

1. DEFINITIONS. For the purposes of this Agreement, the following terms have the following meanings,

A. Accounting Terms. In this Agreement, any accounting terms that are not specifically defined will have their customary meanings under generally accepted accounting principles.

B. Insiders. Insiders include those defined as insiders by the United States Bankruptcy Code, as amended; or to the extent left undefined, include without limitation any officer, employee, stockholder or member, director, partner, or any immediate family member of any of the foregoing, or any person or entity which, directly or indirectly, controls, is controlled by or is under common control with me.

C. Loan. The Loan refers to this transaction generally, including obligations and duties arising from the terms of all documents prepared or submitted for this transaction.

D. Loan Documents. Loan Documents refer to all the documents executed as a part of or in connection with the Loan.

E. Pronouns. The pronouns “I”, “me” and “my” refer to every Borrower signing this Agreement, individually or together. “You” and “your” refers to the Loan’s lender.

F. Property. Property is any property, real, personal or intangible, that secures my performance of the obligations of this Loan.

 

 


 

2. SINGLE ADVANCE. In accordance with the terms of this Agreement and other Loan Documents, you will provide me with a term note in the amount of $300,000.00 (Principal). I will receive the funds from this Loan in one advance, No additional advances are contemplated, except those made to protect and preserve your interests as provided in this Agreement or other Loan Documents.

3. MATURITY DATE. I agree to fully repay the Loan by June 30, 2009.

4. WARRANTIES AND REPRESENTATIONS. I make to you the following warranties and representations which will continue as long as this Loan is in effect, except when this Agreement provides otherwise.

A. Power. I am duly organized, and validly existing and in good standing in all jurisdictions in which I operate. I have the power and authority to enter into this transaction and to carry on my business or activity as it is now being conducted and, as applicable, am qualified to do so in each jurisdiction in which I operate.

B. Authority. The execution, delivery and performance of this Loan and the obligation evidenced by the Note are within my powers, have been duly authorized, have received all necessary governmental approval, will not violate any provision of law, or order of court or governmental agency, and will not violate any agreement to which I am a party or to which I am or any of my property is subject.

C. Name and Place of Business. Other than previously disclosed in writing to you I have not changed my name or principal place of business within the last 10 years and have not used any other trade or fictitious name. Without your prior written consent, I do not and will not use any other name and will preserve my existing name, trade names and franchises.

D. Hazardous Substances. Except as I previously disclosed in writing and you acknowledge in writing, no Hazardous Substance, underground tanks, private dumps or open wells are currently located at, on, in, under or about the Property.

E. Use of Property. After diligent inquiry, I do not know or have reason to know that any Hazardous Substance has been discharged, leached or disposed of, in violation of any Environmental Law, from the property onto, over or into any other property, or from any other property onto, over or into the property.

F. Environmental Laws. I have no knowledge or reason to believe that there is any pending or threatened investigation, claim, judgment or order, violation, lien, or other notice under any Environmental Law that concerns me or the property. The property and any activities on the property are in full compliance with all Environmental Law.

G. Loan Purpose. This is a business-purpose loan transaction.

H. No Other Liens. I own or lease all property that I need to conduct my business and activities. I have good and marketable title to all property that I own or lease. All of my Property is free and clear of all liens, security interests, encumbrances and other adverse claims and interests, except those to you or those you consent to in writing.

I. Compliance With Laws. I am not violating any laws, regulations, rules, orders, judgments or decrees applicable to me or my property, except for those which I am challenging in good faith through proper proceedings after providing adequate reserves to fully pay the claim and its challenge should I lose.

5. FINANCIAL STATEMENTS. I will prepare and maintain my financial records using consistently applied generally accepted accounting principles then in effect. I will provide you with financial information in a form that you accept and under the following terms.

A. Certification. I represent and warrant that any financial statements that I provide you fairly represents my financial condition for the stated periods, is current, complete, true and accurate in all material respects, includes all of my direct or contingent liabilities and there has been no material adverse change in my financial condition, operations or business since the date the financial information was prepared,

B. Frequency. In addition to the financial statements provided to you prior to closing, I will provide you with current financial statements on an annual basis, or as otherwise requested by you, until I have performed all of my obligations under the Loan and you terminate the Loan in writing.

C. Requested Information. I will provide you with any other information about my operations, financial affairs and condition within see below or 30 days after your request.

D. Additional Financial Statements Term.

(1) Annual Audited Business Financial Statements: Borrower will provide fiscal year end, audited business financial statements within 90-days of fiscal year end.

(2) Quarterly 10-QSB Forms: Borrower will provide quarterly 10-QSB forms, within 30 days of filing due date.

(3) Annual Personal Financial Statements: Co-makers will provide a financial statement annually or within 30 days of written request.

(4) Annual Personal Tax Returns: Co-makers will provide personal tax returns, or valid extension, within 30 days of filing due date. If an extension is received, the filed tax returns must be received within 30-days of expiration of extension.

 

 


 

6. COVENANTS. Until the Loan and all related debts, liabilities and obligations are paid and discharged, I will comply with the following terms, unless you waive compliance in writing.

A. Participation. I consent to you participating or syndicating the Loan and sharing any information that you decide is necessary about me and the Loan with the other participants or syndicators.

B. Inspection. Following your written request, I will immediately pay for all one-time and recurring out-of-pocket costs that are related to the inspection of my records, business or Property that secures the Loan. Upon reasonable notice, I will permit you or your agents to enter any of my premises and any location where my Property is located during regular business hours to do the following.

 

(1)

 

You may inspect, audit, check, review and obtain copies from my books, records, journals, orders, receipts, and any correspondence and other business related data.

 

(2)

 

You may discuss my affairs, finances and business with anyone who provides you with evidence that they are a creditor of mine, the sufficiency of which will be subject to your sole discretion.

After prior notice to me, you may discuss my financial condition and business operations with my independent accountants, if any, or my chief financial officer and I may be present during these discussions. As long as the Loan is outstanding, I will direct all of my accountants and auditors to permit you to examine my records in their possession and to make copies of these records. You will use your best efforts to maintain the confidentiality of the information you or your agents obtain, except you may provide your regulator, if any, with required information about my financial condition, operation and business or that of my parent, subsidiaries or affiliates.

C. Business Requirements. I will preserve and maintain my present existence and good standing in the jurisdiction where I am organized and all of my rights, privileges and franchises. I will do all that is needed or required to continue my business or activities as presently conducted, by obtaining licenses, permits and bonds everywhere I engage in business or activities or own, lease or locate my property. I will obtain your prior written consent before I cease my business or before I engage in any new line of business that is materially different from my present business.

D. Compliance with Laws. I will not violate any laws, regulations, rules, orders, judgments or decrees applicable to me or my Property, except for those which I challenge in good faith through proper proceedings after providing adequate reserves to fully pay the claim and its appeal should I lose. Laws include without limitation the Federal Fair Labor Standards Act requirements for producing goods, the federal Employee Retirement Income Security Act of 1974’s requirements for the establishment, funding and management of qualified deferred compensation plans for employees, health and safety laws, environmental laws, tax laws, licensing and permit laws. On your request, I will provide you with written evidence that I have fully and timely paid my taxes, assessments and other governmental charges levied or imposed on me, my income or profits and my property. Taxes include without limitation sales taxes, use taxes, personal property taxes, documentary stamp taxes, recordation taxes, franchise taxes, income taxes, withholding taxes, FICA taxes and unemployment taxes. I will adequately provide for the payment of these taxes, assessments and other charges that have accrued but are not yet due and payable.

E. New Organizations. I will obtain your written consent before organizing, merging into, or consolidating with an entity; acquiring all or substantially all the assets of another; materially changing the legal structure, management, ownership or financial condition; or effecting or entering into a domestication, conversion or interest exchange.

F. Other Liabilities. I will not incur, assume or permit any debt evidenced by notes, bonds or similar obligations, except: debt in existence on the date of this Agreement and fully disclosed to you; debt subordinated in payment to you on conditions and terms acceptable to you; accounts payable incurred in the ordinary course of my business and paid under customary trade terms or contested in good faith with reserves satisfactory to you,

G. Notice to You. I will promptly notify you of any material change in my financial condition, of the occurrence of a default under the terms of this Agreement or any other Loan Document, or a default by me under any agreement between me and any third party which materially and adversely affects my property, operations, financial condition or business.

H. Dispose of No Assets. Without your prior written consent or as the Loan Documents permit, I will not sell, lease, assign, transfer, dispose of or otherwise distribute all or substantially all of my assets to any person other than in the ordinary course of business for the assets’ depreciated book value or more.

 

 


 

I. Insurance. I will obtain and maintain insurance with insurers, in amounts and coverages that are acceptable to you and customary with industry practice. This may include without limitation insurance policies for public liability, fire, hazard and extended risk, workers compensation, and, at your request, business interruption and/or rent loss insurance. At your request, I will deliver to you certified copies of all of these insurance policies, binders or certificates. I will obtain and maintain a mortgagee or lender loss payee endorsement for you when these endorsements are available. I will immediately notify you of cancellation or termination of insurance. I will require all insurance policies to provide you with at least 10 days prior written notice to you of cancellation or modification. I consent to you using or disclosing information relative to any contract of insurance requir


 
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