Pres. (Title) CHRYSLER CORPORATION
Pres. Confirmed:
Pres. THIRD AMENDED AND RESTATED PROMISSORY NOTE $740,000 New York, New York August __, 1993 FOR VALUE RECEIVED, PHOENIX LABORATORIES, INC. and GREAT EARTH DISTRIBUTION, INC. (individually and collectively the "Payor"), jointly and severally hereby promise to pay to the order of THE CIT GROUP/CREDIT FINANCE, INC., a Delaware corporation ("Payee"), at its offices located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as Payee or any holder hereof may from time to time designate, the principal sum of SEVEN HUNDRED FORTY THOUSAND DOLLARS ($740,000.00) in lawful money of the United States, in nineteen (19) installments, with the first six monthly installments in the amount of SIX THOUSAND ONE HUNDRED SIXTY SIX AND SIXTY SEVEN ONE HUNDREDTHS DOLLARS ($6,166.67) and thereafter the next twelve consecutive monthly installments in the amount of TWELVE THOUSAND THREE HUNDRED THIRTY THREE AND THIRTY FOUR ONE HUNDREDTHS DOLLARS ($12,333.34) each payable on the first (1st) day of each consecutive month, commencing September 1, 1993, and one (1) final installment in the amount of the entire unpaid principal balance of this Note, payable February 17, 1995. Payor hereby further promises to pay interest to Payee in like money at said office or place on the unpaid principal balance hereof, computed at the rate of three and one-half percent (3 1/2%) per annum plus the prime rate as announced by Chemical Bank or its successor, in New York, New York from time to time as its prime rate (the prime rate is not intended to be the lowest rate of interest charged by Chemical Bank to its borrowers) and such interest shall be payable monthly on the first (1st) day of each month, commencing September 1, 1993. Interest shall be calculated on the basis of a 360-day year and actual days elapsed. In no event shall the interest charged hereunder exceed the maximum permitted under the laws of the State of New York. This Note is secured by (i) the collateral described in the Security Agreement (Accounts, Contract Rights, Instruments and Goods pertaining thereto), the Inventory Security Agreement and the Equipment Security Agreement, each executed February 17, 1988 by and between Payor and Fidelcor Business Credit Corporation ("Fidelcor"), assignor of payee, and all related agreements, instruments (including but not limited to this Note) and documents granting collateral security to Payee or evidencing or creating indebtedness of Payor to Payee, all guaranties executed by ...
Pres. CASH COLLATERAL AGREEMENT August __, 1993 The CIT Group/Credit Finance, Inc. 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Gentlemen: Reference is made to certain financing agreements between you and Phoenix Laboratories, Inc. and Great Earth Distribution, Inc. (individually and collectively the "Debtor"), including, but not limited to, that certain Security Agreement (Accounts, Contract Rights, Instruments and Goods pertaining thereto) dated February 17, 1988 as amended (the foregoing, together with all other related agreements, documents or instruments, as the same may now exist or may hereafter be created, amended or supplemented, are collectively referred to herein as the "Financing Agreements"). Reference is also made to the undersigned's replacement guaranty of the obligations of the Debtor under the Financing Agreements executed on or about June 1992 (the "Guaranty"). As an inducement for and in consideration of your extending financial accommodations to the Debtor and to secure the undersigned's guaranty, the undersigned hereby agrees as follows:
Pres s/ ILLEGIBLE ------------------------- Witness SELLER: XXXXXXX BANK, N.A. /s/ XXXXX X. XXXX By: /s/ XXXX XXXXXXXXXX ------------------------- --------------------------- Witness Xxxxx X. Xxxx Name: Xxxx Xxxxxxxxxx Title: Authorized Designee /s/ XXXXX X. XXXXXXX COOTE --------------------------- Witness Xxxxx X. Xxxxxxx Xxxxx SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT ----------------------------------------------- This Second Amendment to Purchase and Sale Agreement (the "Amendment") is made effective the 15th day of August, 1997 between XXXXXXX BANK, N.A., as Seller, and CERTIFIED DIABETIC SUPPLIES, INC., as Purchaser.
Pres. LICENSEE
Pres. LICENSEE -21- ADDENDUM TO LICENSE AGREEMENT IT IS AGREED BY THE PARTIES THAT THIS ADDENDUM DATED THIS 18th DAY OF November, 1986 SHALL BECOME A PART OF THE ATTACHED LICENSE AGREEMENT. THE FRANCHISEE ACKNOWLEDGES THAT HE HAS HAD AT LEAST TEN (10) BUSINESS DAYS PRIOR TO THE EXECUTION BY THE PROSPECTIVE FRANCHISEE OF ANY BINDING FRANCHISE OR OTHER AGREEMENT, OR AT LEAST TEN (10) BUSINESS DAYS PRIOR TO THE PAYMENT OF ANY CONSIDERATION BY THE FRANCHISEE, WHICHEVER OCCURS FIRST, A COPY OF THE OFFERING CIRCULAR, TOGETHER WITH A COPY OF THE LICENSE AGREEMENT RELATING TO THE FRANCHISE. DAIRY QUEEN OF SOUTHERN ARIZONA, INC. ATTEST: Franchisor /s/ Joyce M. Skripkan By /s/ Mildred L. Hanigan ------------------------- -------------------------------------- President Mildred L. Hanigan
Pres. MR. MISTY" XXXXX SUBLICENSE AGREEMENT BETWEEN STATE OR DISTRICT OPERATOR AND STORE OPERATOR
Pres. LICENSEE C. C. Bess, Executive V. Xxxx. DESCRIPTION OF EXHIBITS TO STORE SUBLICENSE AGREEMENT BETWEEN STATE OR DISTRICT OPERATOR AND STORE OPERATOR Exhibit 1: Statement of amount of and method of computing service fee; to which should be added a designation by LICENSOR of who is authorized to collect service fees paid pursuant to the agreement. (See attached Draft of Exhibit 1) Exhibit 2: Copy of current standards and specifications for PRODUCT, including such for ingredients, processing, equipment, and containers. EXHIBIT # 1 LICENSEE shall pay a service fee of 74 cents per gallon of mix processed by LICENSEE, either through his equipment or otherwise, into "Mr. Misty" products. Said sexxxxx fee is to be included as a part of the purchase price of the basic ingredients (i.e., mix and flavors) used in the preparation of "Mr. Misty" Products. Said sxxxxxe fee shall be paid to American Dairy Queen Corporation at the time of purchase of said ingredients by LICENSEE. Regardless of the form in which this basic ingredient is purchased, whether dry, fluid, concentrated, flavored, or unflavored, the number of gallons of the mix which, according to the current standards and specifications, the quantity purchased will make, shall be calculated at the time of purchase, and said fee shall be paid on the number of gallons of mix so calculated. American Dairy Queen Corporation is acting as the agent of LICENSOR in collecting said fee and upon making payment to it, LICENSEE is no longer responsible for the ultimate payment thereof to LICENSOR. LICENSEE shall keep at location a record by dates, nature and quantities of all of its purchases of such basic ingredient and shall make such record available for inspection by LICENSOR or its representatives at any time and from time to time during LICENSEE'S regular business hours. LICENSOR may from time to time in writing specify some other person or entity to whom or which said service fee shall be paid by LICENSEE. EXHIBIT # 2 STANDARDS AND SPECIFICATIONS FOR "MR. MISTY" PRODUCTS The folxxxxxg standards and specifications are effective until further written notice from the American Dairy Queen Corporation. The "Mr. Misty" license agreemenxx xx which this exhibit pertains require strict compliance with the standards and specifications here set forth. Should any store operator have any question about the interpretation of the standards and specifications, he is requested to contact either American Dairy Queen Corporation or his ...
Pres. GUARANTY The undersigned persons hereby represent to AMERICAN DAIRY QUEEN CORPORATION that they are all of the stockholders of Assignee referred to above. In consideration of the Consent to Assignment granted by AMERICAN DAIRY QUEEN CORPORATION and as herein provided, each of the undersigned hereby agrees, jointly and separately, for themselves, their heirs, legal representatives, and assigns that they and each of them., shall be firmly bound by all of the terms, provisions and the conditions of the Agreement assigned; that they and each of them do unconditionally guarantee any indebtedness of Assignee arising under or by virtue of said Agreement; and that they and each of them will not permit or cause the voting control of Assignee to be modified or altered by stock transfer without first notifying AMERICAN DAIRY QUEEN CORPORATION of said proposed transfer and obtaining prior written consent thereto, which consent shall not be unreasonably withheld, and without first paying or causing to be paid to AMERICAN DAIRY QUEEN CORPORATION the transfer fee provided for in Paragraph 9.11 of said "Dairy Queen" Operating Agreement dated July 29, 1976. GUARANTORS:
