R E S O L U T I O N ED-0006-06 LOAN AGREEMENT BETWEEN DUPAGE COUNTY DEPARTMENT OF ECONOMIC DEVELOPMENT & PLANNING AND MCKINLEY VENTURES, INCORPORATED D/B/A VICTORIA’S KITCHEN WHEREAS, The Business Development Loan Fund has been established through a collaborative effort between DuPage County Department of Economic Development & Planning, Illinois Ventures For Community Action, and the Illinois Department of Commerce and Economic Opportunity through the Community Service Block Grant, to provide funding to entrepreneurs who wish to develop or expand a business within DuPage County and who are willing to create employment opportunities for low-income individuals; and WHEREAS, McKinley Ventures, Incorporated d/b/a Victoria’s Kitchen, an Illinois Corporation, has applied for a $50,000 loan from the Business Development Loan Fund to purchase production equipment; and WHEREAS, the DuPage County Department of Economic Development & Planning and the Illinois Department of Commerce and Economic Opportunity have recommended funding in the amount of $50,000 for said application; and WHEREAS, a loan Agreement has been prepared by Illinois Ventures for Community Action, requiring compliance with the Business Development Loan Fund requirements, and said Agreement has been approved by McKinley Ventures, Incorporated d/b/a Victoria’s Kitchen; and NOW, THEREFORE BE IT RESOLVED, by the DuPage County Board that said Agreement between the DuPage County Department of Economic Development & Planning and McKinley Ventures, Incorporated d/b/a Victoria’s Kitchen is hereby approved; and BE IT FURTHER RESOLVED that the Chairman of the DuPage County Board direct the Director of the DuPage County Department of Economic Development & Planning, Tom Cuculich, to execute said Agreement on behalf of DuPage County; and
BE IT FURTHER RESOLVED that the County Clerk, through the Department of Economic Development & Planning, be directed to send a certified copy of this Resolution and any documents attached and made a apart thereof to McKinley Ventures, Incorporated d/b/a Victoria’s Kitchen, Attn: Victoria Hankes, President, 811 E. Butterfield Road, Suite 115, Wheaton, Illinois 60187. Enacted and approved this 8th day of August 2006 at Wheaton, Illinois.
BY:
_______________________________________ Robert J. Schillerstrom, Chairman DuPage County Board
ATTEST: ______________________________________ Gary A. King, County Clerk
Borrower:
McKinley Ventures, Inc., Department of d/b/a Victoria’s Kitchen 811 E. Butterfield Rd., Ste 115 Wheaton, IL 60187
Lender: County of DuPage, by and through the Economic Development & Planning 421 N. County Farm Rd. Wheaton, IL 60187
THIS AGREEMENT entered into as of the 18th day of July, 2006, by and between County of DuPage, by and through the Department of Economic Development & Planning, (“LENDER”) and McKinley Ventures, Inc., d/b/a Victoria’s Kitchen, (“FIRM”) WITNESSETH: WHEREAS, LENDER is interested in expanding the State of Illinois economic base with the primary emphasis on creating and retaining jobs; WHEREAS, LENDER is under a contractual agreement with the Illinois Department of Commerce and Economic Opportunity (DCEO) to implement an economic development program that significantly impacts upon its economic base; and WHEREAS, the FIRM is interested in establishing its business and expanding its employment base. NOW, THEREFORE, the parties hereto do mutually agree as follows: A. SCOPE OF THE WORK: LENDER shall perform all the necessary services under this contract in connection with establishing a community/economic development program including the following: The provision of a loan to McKinley Ventures, Inc., d/b/a Victoria’s Kitchen, for $50,000.00 with terms as stated in the Promissory Note. B. The FIRM shall meet the following obligations: 1. Development of new business facilities and/or expansion of current business facilities through the purchase of equipment and fixtures in an amount not less than $50,000.00 in cost to FIRM. 2. The FIRM agrees to pay all fees and costs as outlined in a Closing Statement dated August 15, 2006. 3. Submit to the LENDER monthly payments as stated in the Promissory Note. 4. Submit, to the LENDER, documents which meet the LENDER’s approval; said documents shall support all sums that have been expended for loan proceeds as set forth in “Exhibit C” Source and Use of Funds, which is attached hereto and made a part hereof at a cost to FIRM of not less than $50,000.00. 5. The FIRM shall comply with all governmental regulations such as zoning ordinances, building ordinances, and EPA requirements as well as any covenants, restrictions and conditions which may affect the construction project either revealed by the title evidence if provided herein or which may in fact exist as a matter of record or be within the personal direct knowledge of FIRM. 6. The FIRM shall not assign its rights under this Agreement without the written consent of the LENDER. 7. That upon execution of this Agreement, if FIRM is a Corporation, FIRM shall furnish to LENDER documents sufficient, in the judgment of the LENDER, to show that FIRM is a corporation presently in good standing in the State of Illinois and that the Corporate officers executing this Agreement and the other documents that are part of this loan transaction are duly authorized to enter into said transaction on behalf of the FIRM. 8. To secure all indebtedness incurred pursuant to this Agreement and all renewals thereof, FIRM shall execute any and all documents LENDER may deem necessary to grant it a valid perfected first security interest in equipment and fixtures as set forth in “Exhibit A” which is attached hereto and made a part hereof.
9. The FIRM will submit to the LENDER (or the loan servicer) on a quarterly basis, information regarding job creation or retention and benefit to low and moderate-income individuals. That further FIRM will submit to the LENDER (or the loan servicer) on a quarterly basis, information and documentation which meet the LENDER’s approval that leveraging has been injected. 10. The FIRM shall commit to agree to discuss with representatives of the local Job Training Partnership Act (JTPA) office the hiring of JTPA—eligible individuals for the jobs to be created as a result of this project. 11. The FIRM will submit to LENDER on or prior to the date of the initial advance with respect to the loan evidence of the debt and equity financing of the FIRM with its primary Lender. Said evidence shall include the amount, term, and rate of said financing in form and substance acceptable to LENDER. 12. The FIRM agrees to subordinate all existing and future officer notes payable for the term of the loan in favor of the LENDER. 13. Installment loan payments are to be made to the loan servicer below, who shall be responsible for the servicing of the loan and overseeing the repayment thereof. County of DuPage, by and through the Department of Economic Development & Planning 421 N. County Farm Rd. Wheaton, IL 60187 14. Any notices or notification pertaining to this Loan Agreement or any other loan document from either party hereto to the other shall be given to the following persons and addresses: If notification shall be to LENDER, then notification shall be to: Joshua Grodzin County of DuPage, by and through the Department of Economic Development & Planning 421 N. County Farm Rd. Wheaton, IL 60187 If notification shall be to FIRM, then notification shall be to: Victoria G. Hankes, President McKinley Ventures, Inc., d/b/a Victoria’s Kitchen 811 E. Butterfield Rd., Ste 115 Wheaton, IL 60187 C. TIME OF PERFORMANCE. The services shall be undertaken upon the execution of this document. D. TERMS AND CONDITIONS. This agreement is subject to the provisions as follows: 1. TERMINATION OF CONTRACT FOR CAUSE. If through any cause, the FIRM shall fail to fulfill in a timely and proper manner its obligations under this Contract, or stipulations of this Contract, the LENDER shall thereupon have the right to terminate this Contract by giving written notice to the FIRM of such termination and specifying the effective date thereof, at least five days before the effective date of such termination. In such event, all records and data, at the option of the LENDER, become its property. Notwithstanding the above, the FIRM shall not be relieved of liability to the LENDER for damages sustained by the LENDER by virtue of any breach of the Contract by the FIRM, and the LENDER may withhold any payments to the FIRM for the purpose of set-off until such time as the exact amount of damages due the LENDER from the FIRM is determined.
2. REPORTS AND INFORMATION. The FIRM, at such times and in such forms as the LENDER may require, shall furnish LENDER such periodic reports as it may request pertaining to the work or services undertaken pursuant to this Contract, the costs and obligations incurred or to be incurred in connection therewith, and any other matters covered by this Contract. 3. RECORDS AND AUDITS. The FIRM shall maintain accounts and records including personnel, property and financial records, adequate to identify and account for all costs pertaining to the Contract and such other records as may be deemed necessary by the LENDER to assure proper accounting for all project funds, both Federal and Non-Federal shares. These records will be made avail able for audit purposes to the LENDER or any authorized representative, and will be retained for three years after the expiration of this Contract unless permission to destroy them is granted by the LENDER. 4. EQUAL EMPLOYMENT OPPORTUNITY. During the performance of this Contract, the FIRM agrees as follows: a. The FIRM will not discriminate against any employee or applicant for employment because of race, creed, sex, color or national origin. The FIRM will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, sex, color or national origin. Such actions shall include, but not be limited to, the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; and selection for training, including apprenticeship. The FIRM agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the LENDER setting forth the provisions of this non-discrimination clause. b. The FIRM, in all solicitation or advertisements for employees placed by or on behalf of the FIRM, states that all qualified applicants will receive consideration for employment without regard to race, creed, color, sex, or national origin. c. The FIRM will cause the foregoing provisions to be inserted in all contracts and subcontracts for any work covered by this Contract so that such provisions will be binding upon each Contractor and Subcontractor, provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials. 5. CIVIL RIGHTS ACT OF 1964. Under Title VI of the Civil Rights Act of 1964, no person shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with funds made available under this Title. 6. SECTION 109 OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974. No person in the United States shall on the around of race, color, national origin, or sex be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with funds made available under this Title. E. REPRESENTATIONS AND WARRANTIES. The FIRM makes the following representations and warranties to the LENDER for the purpose of inducing the LENDER to grant FIRM the loan as provided in Agreement and that the LENDER may and has relied upon said representations and warranties and that such representations and warranties constitute inducement to the LENDER to enter into this Agreement. 1. The FIRM is a corporation, validly existing and in good standing under the laws of the State of Illinois and has the power to enter into this agreement an to borrow hereunder. 2. The making and performance by the FIRM of this Agreement, and the execution and delivery of the Note, and any Security Agreements and Instruments have been duly authorized by all necessary corporate action and will not violate any law, rule, regulation, order writ, judgment, decree, determination or award presently in effect having applicability to the FIRM or any provision of the FIRM’s Certificate of Incorporation or By-Laws or result in a breach of or constitute a default under an indenture or bank loan or credit agreement or any other agreement or instrument to which the FIRM is a party or by which it or its property may be bound or affected.
3. When this Agreement is executed by the FIRM and the LENDER and when the Note is executed and delivered by the FIRM for value, each such instrument shall constitute the legal, valid and binding obligation of the company in accordance with its terms. Any Security Agreements and Instruments, Financing Statements, Mortgages and other liens on chattel or real estate shall constitute legal, valid and binding liens free and clear of all prior liens and encumbrances except as provided. 4. There are no legal actions, suits, or proceedings pending or, to the knowledge of the FIRM, threatened against the FIRM before any Court or administrative agency, which, if determined adversely to the FIRM, would have a material adverse effect on the financial condition or business of the firm. 5. No authorization, consent, or approval or any formal exemption of any Governmental body, regulatory authorities (Federal, State or Local) or mortgagee, creditor or third party is or was necessary to the valid execution and delivery by the FIRM of this Agreement, the Note or any Security Agreement, Financing Statement or Mortgage. 6. The FIRM is not in default of any obligation, covenant, or condition contained in any bond, debenture, note or other evidence of indebtedness or any mortgage or collateral instrument securing the same. 7. The FIRM has filed all tax returns which are required and has paid or made provision for the payment of all taxes which have or may become due pursuant to said returns or pursuant to any assessments levied against the FIRM or its personal or real property by any taxing agency, federal, state or local. No tax liability has been asserted by the Internal Revenue Service or other taxing agency, federal, state, or local for taxes materially in excess of those already provided for and the FIRM knows of no basis for any such deficiency assessment. 8. If the FIRM fails to expand its business and/or create or retain the permanent jobs in the State of Illinois as committed in this agreement and papers of inducement or fails to sustain this expansion or to sustain these created and/or retained jobs, then the FIRM and LENDER agree without recourse to modify the conditions of repayment to the desires of the State with regards to term and/or rate of the loan and will meet those conditions upon demand of the State. (The Loan Term and Rate will assume the values of a standard private banking activity that typically has a term no greater than seven years and an interest rate at prime plus 2%.) F. CONDITIONS OF LENDING. The obligation of the LENDER to make the Loan shall be subject to the fulfillment at the time of closing of each of the following conditions which shall be evidence to the State for final consideration and approval. 1. The FIRM shall have executed and delivered to the LENDER this Loan Agreement and the Note and Security Agreement in a form satisfactory to the LENDER and its Counsel. 2. The FIRM shall have executed and delivered to the LENDER a Security Agreement and Financing Statements in a form satisfactory to the LENDER giving the LENDER security in all of the chattel and personal property acquired with the Loan proceeds. Said Security Agreement and Financing Statements shall be free and clear of all prior liens and encumbrances except as provided in the state’s letter of commitment. Said Security Agreement and Financing Statements are to secure a payment of the principal of the Note, the interest thereon, and any other sums payable by the FIRM hereunder. 3. Contemporaneously with execution of the aforesaid Note and delivery of the funds the FIRM shall execute and deliver to LENDER a Uniform Commercial Code - Security Agreement with UCC-1(s) and/or UCC-2 which shall be a first lien against the machinery, equipment and fixtures listed on “Exhibit A” attached hereto. 4. The proceeds of the CSBG/LENDER loan will be extended to corporate officials and personal signers in a single lump sum disbursement on the date of loan closing or at the option of the Lender, loan proceeds may be de deposited in a non-interest bearing “restricted escrow account” with a bank suitable to Lender and drawn-down exclusively for the specific purposes stated in your LENDER Source and Use of Funds Statement (See “Exhibit C" attached. The FIRM shall provide LENDER with written evidence of indebtedness incurred as per subject Source and Use of Funds Statement (See “Exhibit C” attached). The CEO or Executive Assistant of LENDER shall promptly review and approve a appropriate disbursements from the aforesaid restricted escrow account until all LENDER escrowed loan funds are expended.
5. The FIRM shall have executed and delivered to the LENDER a duly certified copy of a Resolution of the Board of Directors authorizing the execution and delivery by the FIRM of this Agreement, the Note and Security Agreement. 6. The FIRM shall have delivered to the LENDER copies of the FIRM’s Certificate of Incorporation, Articles of Incorporation and By-Laws. 7. If secured by a real estate mortgage, the FIRM shall have secured mortgage title insurance in the form and issued by companies satisfactory to the LENDER, in the amount of the Loan, insuring the LENDER and secured by a mortgage or deed of trust subject only to exceptions approved. The title policy shall show no delinquent taxes or assessments affecting the real estate or any part thereof on the date of closing except as approved by the LENDER. 8. The FIRM shall have secured all necessary approvals or consents, if required, of Governmental bodies having jurisdiction with respect to any construction contemplated in accordance with the use of proceeds or as a part of the total expansion program. 9. The FIRM shall have secured all necessary approvals or consents required with respect to this transaction by any mortgagor, creditor or other party having any financial interest in the FIRM. G. AFFIRMATIVE COVENANTS OF THE FIRM. The FIRM agrees to comply with the following covenants from the date hereof until the LENDER has been fully repaid with interest, unless the LENDER and the State shall otherwise consent in writing. 1. The FIRM agrees to pay punctually the principal and interest on the NOTE according to its terms and conditions and to pay punctually any other amounts that may become due and payable to the LENDER under or pursuant to the terms of this Agreement or Note. 2. The FIRM agrees to create jobs and/or retain jobs as identified in Section 1 and more fully explained and committed in the application to induce the LENDER and the State to complete this loan (including “Exhibit B”). 3. The FIRM agrees to pay punctually the principal and interest due on any other indebtedness now or hereafter at anytime owing by the FIRM to the LENDER or any other lender. 4. The FIRM agrees at all times to maintain the property provided as security for this loan in such condition and repair that the LENDER’s security will be adequately protected. The FIRM also agrees to maintain during the term of the Loan adequate hazard insurance policies covering fire and extended coverage and such other hazards as may be deemed appropriate in amounts and form sufficient to prevent the FIRM from becoming a coinsurer and issued by companies satisfactory to the LENDER with acceptable loss payee clauses in favor of the LENDER. The FIRM further agrees, if at any time during the life of the Loan the FIRM’s property is declared to be within a flood hazard area, to purchase Federal Flood Insurance if available. Such insurance shall be in amount equal to the lesser of: i) the amount of the loan; ii) the insurable value of the property; or iii) the maximum limit of coverage available. If the property is not located in a flood hazard area at the time of the Loan closing, the FIRM will provide satisfactory evidence thereof. The FIRM further agrees thereof. The FIRM further agrees to maintain adequate liability and workman’s compensation insurance in amounts and form satisfactory to the LENDER. 5. The FIRM agrees to duly pay and discharge all taxes. assessments and governmental charges upon it or against its properties prior to the date on which the penalties attached thereto, except that the FIRM shall not be required to pay any such tax, assessment, or governmental charge which is being contested by it in good faith and by appropriate proceedings. 6. The FIRM agrees to provide additional equity funds to cover additional project costs incurred as a result of overruns or unanticipated expenses or changes in work orders in the project as specified to the LENDER and the State. 7. The FIRM agrees to maintain its (corporate) existence, rights, privilege, and franchises within the State of Illinois and qualify and remain qualified as a foreign corporation in each jurisdiction in which its present or future operations or its ownership of property require such qualification.
8. The FIRM agrees to maintain adequate records and books of account, in which complete entries will be made reflecting all of its business and financial transactions, such entries to be made in accordance with generally accepted principles of good accounting practice consistently applied in the case of financial transactions. In addition, the FIRM agrees to deliver to the LENDER Semi-Annual Financial Statements certified by an authorized officer of the FIRM to be true and accurate copies within sixty (60) days of the close of the period and annual financial statements, prepared by an independent accountant and certified by an authorized officer of the FIRM to be true and accurate copies within sixty (60) days of the close of the period if required by the State. The FIRM further agrees to provide information, and execute and deliver any and all additional documents and instruments as mad1 be reasonably requested by the LENDER, its Assigns or Counsel, or the State including but not limited to: (i) Providing information as required of the LENDER by the State for its annual reporting requirements. The FIRM further agrees to provide written notice to the LENDER of any public hearing or meeting before any administrative or other public agency which may, in any manner, affect the chattel, personal property or real estate securing the Loan. 9. The FIRM agrees to grant the LENDER and/or State, until the Note has been fully repaid with interest, the right at all reasonable hours to inspect the chattel, personal property and real estate used to secure the Loan; and the FIRM further agrees to provide the LENDER free access to the FIRM’s premises for the purpose of such inspection to determine the condition of the chattel, personal property, and real estate. 10. The FIRM agrees that in the event that any provision of this Loan Agreement or any other instrument executed at closing or the application thereof to any person or circumstances shall be declared null and void, invalid, or held for any reason to be unenforceable by a Court of competent jurisdiction, the remainder of such agreement shall nevertheless remain in full force and effect, and to this end, the provisions of all covenants, conditions, and agreements described herein are deemed separate. 11. The FIRM agrees to pay all fees, expenses and charges in respect to the Loan, or its making or transfer to the LENDER in any way connected therewith including, but not limited to, the fees and out-of-pocket expenses of legal counsel employed by the LENDER, title insurance and survey costs, recording an filing fees, mortgage taxes, documentary stamp, and any other taxes, fees and expenses payable in connection with this transaction and with the enforcement of this Loan Agreement and Note. 12. The FIRM agrees to give written notice to the LENDER of any event within 15 days of the event, which constitutes an Event of Default under this Loan Agreement described herein or that would, with notice of lapse of time or both, constitute an Event of default under this Loan Agreement 13. The FIRM agrees to indemnify and save the LENDER or its Assigns harmless against any and all liability with respect to, or resulting from, any delay in discharging any obligation of the FIRM. 14. The FIRM agrees, if at any time the FIRM defaults on any provision of this Loan Agreement, to pay the LENDER or its Assigns, in addition to any other amounts that may be due from the FIRM, an amount equal to the costs, expenses, and attorney fees of collection enforcement or correction or waiver of the default incurred by the LENDER or its Assigns in such collection, enforcement, correction or waiver of default. H. NEGATIVE COVENANTS OF THE FIRM. The FIRM covenants and agrees that, from the date hereof until payment in full of the Note, unless the LENDER or State shall otherwise consent in writing, it will not enter into any agreement or other commitment the performance of which would constitute a breach of any of the covenants contained in this Loan Agreement including, but not limited to the following covenants: 1. The FIRM will neither create nor suffer to exist any mortgage, pledge, lien, charge or encumbrance, including liens arising from judgments on the Acquisition Assets except as provided. 2. The FIRM will not sell, convey or suffer to be conveyed, lease, assign, transfer or otherwise dispose of the Acquisition Assets unless approved in writing by the State.
3. The principals of the FIRM will not permit without the written permission of the State any material change in the ownership structure, control, or operation of the FIRM including but not limited to: i) merger into or consolidation with any other person, firm or corporation; ii) significant issuance of any share of its capital stock having ordinary voting power for the election of members of the Board of Directors or other governing body of the FIRM; iii) change in the nature of its business as carried or at the date hereof; iv} substantial distribution, liquidation or other disposal of the FIRM’s assets to the stockholders. 4. The FIRM will neither permit nor suffer to exist without prior written State consent any material change in the project’s plans and/or specifications submitted to the State in order to induce the State approval of this Loan. Material change will include any significant variance in the accepted plans and specifications, increases in contract prices, and/or additional financial obligations with respect to the construction and Acquisition Assets. I. EVENTS OF DEFAULT The entire unpaid principal of the Note, and the interest then accrued thereon, shall become and be immediately due an payable upon the written demand of the LENDER or the State, without any other notice or demand of any kind or any presentment of protest, if any one of the following events (hereafter an “Event of Default”) shall occur and be continuing at the time of such demand, whether voluntarily or involuntarily, or without limitation, occurring or brought about by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rules or regulations of any administrative or governmental body, provided however that such sum shall not be then payable if FIRM’s payments have been waived, or the time for making the FIRM’s payments has been extended by the State. 1. If the FIRM shall fail to make payment when due of any installment of principal on the Note, or interest accrued thereon and if the default shall remain unremedied for fifteen (15) days. 2. If default shall be made in the payment when due of any installment of principal or of interest on any of the FIRM’s other indebtedness and if such default shall remain unremedied for fifteen (15) days. 3. Any representation or warranty contained in, or made in connection with the execution and delivery of, this Loan Agreement, or in any certificate furnished pursuant hereto, shall prove to have been incorrect when made in any material respect. 4. The FIRM shall default in the performance of any other term, covenant or agreement contained in this Loan Agreement, and such default shall continue unremedied for thirty (30) days after either: (i) It becomes known to an executive officer of the FIRM; or (ii) written notice thereof shall have been given to the FIRM by the Lender. 5. If the FIRM shall become insolvent or shall cease to pay its debts as they mature or shall voluntarily file a petition seeking reorganization of, or the appointment of a receiver, trustee, or liquidation for it or a substantial portion of its assets or to effect a plan or other arrangement with creditors, or shall be adjudicated bankrupt, or shall make a voluntary assignment for the benefit of creditors. 6. If an involuntary petition shall be filed against the FIRM under any bankruptcy, insolvency or similar law or seeking the reorganization of or the appointment of any receiver, trustee or liquidator for the FIRM, or of a substantial part of the property of the FIRM and such petition shall not be dismissed, or such writ or warrant of attachment or similar process shall not be released or bonded, within thirty (30) days after filing or levy. 7. If any judgment for the payment of money that is not fully covered by liability insurance in is in excess of $10,000 shall be rendered against the FIRM, and within thirty (30) days, shall not be discharged, or any appeal therefrom taken and execution thereon effectively stayed pending such appeal, and, if such judgment be affirmed on such appeal, the same shall not be discharged within thirty (30) days. J. OTHER EVENTS OF DEFAULT. The entire unpaid principal of the Note, and the interest then accrued thereon, shall become and be immediately due and payable to the State upon the written demand of the State, without any other notice or demand of any kind or any presentment of protest, if any one of the following events (hereafter an “Event of Default”) shall occur and be continuing at the time of such demand, whether voluntarily or involuntarily, or without limitation, occurring or brought about by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or an order, rules or regulations of any administrative or governmental body.
1. If the FIRM or the LENDER shall fail to conform to any federal requirement relating to this loan and cannot or will not remedy the failure to conform to the Federal government’s satisfaction. 2. If the FIRM or the LENDER shall fail to perform to standards established as a part of this agreement and the documents used to induce the approval of this loan by the State. 3. The transfer of substantially all the FIRM’s assets to any third party. 4. Cessation of the conduct of active trade or business by the FIRM for any reason, including, but not limited to, fire or other casualty. 5. Inability to meet the obligation of jobs created as stated in the application. K. MISCELLANEOUS. 1. No failure or delay on the part of the LENDER in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. No modification or waiver of any provision of this Loan Agreement or of the Note, nor any consent to any departure by the FIRM therefrom, shall in any event be effective unless the same shall be in writing and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the FIRM in any case shall entitle the FIRM to any other or further notice or demand in similar or other circumstances. 2. The FIRM and the LENDER or its Assigns, with the concurrence of the State, hereby expressly reserve all rights to amend any provisions of this Agreement, to consent to or waive any departure from the provisions of this Loan Agreement, to amend or consent to or waive departure from the provisions of the Note, and to release or otherwise deal with any collateral security for payment of the Note provided, however, that all such amendments be in writing and executed by the LENDER or its Assigns, the FIRM and the State. 3. All notices, consents, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given to a party hereto if mailed by certified mail, prepaid, to the LENDER at its address set forth in the beginning of this Agreement, and to the FIRM at the address set forth at the end of this Loan Agreement or at such other addresses as any party may have designated in writing to any other party hereto. 4. The FIRM will make payments to the LENDER in accordance with the terms and conditions and instructions as identified by this agreement or as modified by the State in the best interest of the State. 5. All agreements, representations and warranties made by the FIRM herein or any other document or certificate delivered to the LENDER in connection with the transaction contemplated by this Loan Agreement shall survive the delivery of this Agreement, the Note and the Security Agreements hereunder, and shall continue in full force and effect so long as the Note is outstanding. 6. This Loan Agreement shall be binding upon the FIRM, its Successors, and Assigns, except that the FIRM may not assign or transfer its rights without prior written consent of the State. This Agreement shall inure to the benefit of the LENDER, its successors and Assigns, and except as otherwise expressly provided in particular provisions hereof, all subsequent holders of the Note. 7. This Loan Agreement may be executed in an number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 8. This Loan Agreement and the Note and Security Agreements and Financing Statements shall be deemed contracts made under the laws of the State of Illinois and for all purposes shall be construed in accordance with the laws of the State.
9. The FIRM certifies it has received no notice to the effect that it is not in full compliance with any of the requirements of the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”), and the regulations promulgated thereunder and, to the best of its knowledge there exists no event described in Section 4043 of ERISA, excluding subsections 4043(k)(2) and 4043(b)(3) thereof. 10. Neither FIRM nor, to the best of FIRM’s knowledge, any of FIRM’s employees have been convicted of bribing or attempting to bribe an officer or employee of LENDER, nor has the FIRM made an admission of guilt of such conduct which is a matter of record. 11. That the default rate of interest shall equal the National Prime Rate of interest plus 2.00% as published in the Wall Street Journal on the date of default. 12. Article and Section headings used in this Agreement are for convenience only and shall not affect the construction of this Agreement.
IN WITNESS WHEREOF, Representatives of the LENDER and FIRM have executed this Agreement as of the date first written above. LENDER: COUNTY OF DUPAGE, BY AND THROUGH THE DEPARTMENT OF ECONOMIC DEVELOPMENT & PLANNING
By: PHILLIP SMITH Its: Director of Human Services
BORROWER: MCKINLEY VENTURES, INC., D/B/A VICTORIA’S KITCHEN
By: VICTORIA G. HANKES Its: President
By: JAMES E. HANKES Its: Vice President
EXHIBIT “A”
All Inventory, Chattel Paper, Accounts, Instruments, Documents, Contract Rights, Equipment and General Intangibles of McKinley Ventures, Inc., d/b/a Victoria’s Kitchen; whether any of the foregoing is owned now or acquired later; all accessions, additions, replacements, and substitutions relating to any of the foregoing; all records of any kind relating to any of the foregoing; all proceeds relating to any of the foregoing (including insurance, general intangibles and other accounts proceeds). This agreement covers future advances to Borrower.
EXHIBIT “B”
The firm agrees and commits to the creation of one (1) full time equivalent jobs as indicated by the Job Hiring Fact Sheet and the Hiring Schedule below. Hiring Schedule Timetable for Hiring TOTAL JOBS CREATED 2 TOTAL JOBS RETAINED 0 No. TO BE HIRED 2 MONTH 7 DAY 18 YEAR 2008
Full time equivalency is defined as “a minimum of 37 1/2 hours per week (averaged annually) while Part time equivalency is defined as “no more than two employees making up one 37 1/2 hour work week.”
Exhibit "C"
SOURCE AND USE OF FUNDS Owner Equity + Rate Term (years) Land Purchase Construction Working Capital and Equipment Purchase Interest/Contingencies Operating Expenses Total 0 0 0 0 $180,000 0 0 $180,000 Bank + 0 0 0 0 0 0 0 0 CSBG + 3.00% 5 0 0 $50,000.00 0 0 $50,000.00 Other Bank Loan 0 0 0 0 0 0 0 0 0 0 $230,000.00 0 0 $230,000.00 Total