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Document Preview Loan Agreement [Amended and Restated] |
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Title: |
Loan Agreement [Amended and Restated] |
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Entities: |
Arden Group, Inc.; Union Bank of California, NA; Arden Group Inc |
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Date: |
2001 |
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Size: |
Preview shows 5KB of 27KB total |
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Price: |
$36 |
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ID: |
#114376 |
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AMENDED AND RESTATED LOAN AGREEMENT
THIS AMENDED AND RESTATED LOAN AGREEMENT ("Agreement") is made and entered into as of July 7, 2000 by and between ARDEN GROUP, INC. a Delaware Corporation ("Borrower") and UNION BANK OF CALIFORNIA, N.A., ("Bank"). This Agreement amends and restates in its entirety that certain Loan Agreement dated December 23, 1993 and all its amendments including that certain First Amendment dated October 31, 1994, and that certain Second Amendment dated December 20, 1995, and that certain Third Amendment dated December 18, 1996 and that certain Fourth Amendment dated January 13, 1997 and that certain Fifth Amendment dated April 30, 1998 (collectively the "Old Agreement") between Bank and Borrower.
SECTION 1. THE LOAN
1.1.1 The Revolving Loan. Bank will loan to Borrower an amount not to exceed Five Million Dollars ($5,000,000) outstanding in the aggregate at any one time (the "Revolving Loan"). Borrower may borrow, repay and reborrow all or part of the Revolving Loan in accordance with the terms of the Revolving Note. All borrowings of the Revolving Loan must be made on or before July 31, 2002 at which time all unpaid principal and interest of the Revolving Loan shall be due and payable. The Revolving Loan shall be evidenced by a promissory note (the "Revolving Note") on the standard form used by Bank for commercial loans. Bank shall enter each amount borrowed and repaid in Bank's records and such entries shall be deemed to be the amount of the Revolving Loan outstanding absent any manifest errors. Omission of Bank to make any such entries shall not discharge Borrower of its obligation to repay in full with interest all amounts borrowed.
1.1.1.2 The Standby L/C Sublimit. As a sublimit to the Revolving Loan, Bank shall issue, for the account of Borrower, one or more irrevocable, standby letters of credit (individually, an "L/C" and collectively, the "L/Cs"). All such standby L/Cs shall be drawn on such terms and conditions as are acceptable to Bank. The aggregate amount available to be drawn under all outstanding L/Cs and the aggregate amount of unpaid reimbursement obligations under drawn L/Cs shall not exceed Five Million Dollars ($5,000,000) and shall reduce, dollar for dollar, the maximum amount available under the Revolving Loan. No standby L/C shall have an expiry date more than twelve (12) months from its date of issuance and each L/C shall be governed by the terms of (and Borrower agrees to execute) Bank's standard form for standby L/C applications and reimbursement agreements. No L/C shall expire after July 31, 2003.
1.1.2 Term Loans. Bank previously made three term loans ("Term Loans") to Borrower, with maturity dates of December 27, 2000, December 31, 2002, and November 1, 2004. The current outstanding principal amount of the December 27, 2000 Term Loan is Two Hundred Seventy Five Thousand Dollars and Eighteen Cents ($275,000.18). The current outstanding principal amount of the December 31, 2002 Term Loan is One Million Two Hundred Ninety-One Thousand Six Hundred Sixty-Six Dollars and Fifty-Seven Cents ($1,291,666.57). The current outstanding principal amount of the November 1, 2004 Term Loan is Four Million One Hundred Ninety-Five Thousand Eighth Hundred Thirty-Three Dollars and Thirty Eight Cents ($4,195,833.38). Each of
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these Term Loans are evidenced by an individual promissory note ("Term Note") on the standard form used by Bank for commercial loans. In the event of a prepayment of principal and any resulting fees, any prepaid amounts shall be applied to the scheduled principal payments in the reverse order of their maturity.
1.2 Terminology.
As used herein the word "Loan" shall mean, collectively, all the credit facilities described above.
As used herein the word "Note" shall mean, collectively, all the promissory notes described above.
As used herein, the words "Loan Documents" shall mean all documents executed in connection with this Agreement.