Fill and Sign the Agreement Subordinated Debt Sample Form

AGREEMENT TO RETIRE SUBORDINATED DEBT This Agreement is made and entered into this the ______________ day of ______________ , by and between ______________ , a ______________ General Partnership ("Borrower"), ______________ (" ______________ "), and ______________ , a ______________ Corporation ("Lender"). W I T N E S S E T H : WHEREAS, in connection with Loan No. ______________ from ______________ to ______________ , said Borrower and Lender did execute a Promissory Note ("Note") in favor of Beneficiary, dated ______________ , in the principal amount of ______________ ($ ______________ ); and WHEREAS, said Note is secured in part by that certain Deed of Trust and Security Agreement ("Deed of Trust") by and between Borrower and Lender, dated ______________ , and filed of record in Book ______________ at page ______________ of the land records of the office of the Chancery Clerk of ______________ County, Mississippi; and WHEREAS, said Note is also secured by that certain Credit Support Agreement by and between Borrower and Lender, dated ______________ , a copy of which is attached as Exhibit "D" to said Deed of Trust; and WHEREAS, Borrower and Lender did execute a Loan Agreement dated ______________ , a copy of which Loan Agreement (without Exhibits or Appendices) is attached as Exhibit "C" to said Deed of Trust; and WHEREAS, the Partners of ______________ ( ______________ ., and ______________ ) have requested Beneficiary to consent to a transaction pursuant to which ______________ and ______________ , ______________ corporations, would purchase the interest of ______________ , in ______________ ,and have requested that the Loan Agreement be modified; and WHEREAS, Lender has agreed to the modification of said Loan Agreement provided Borrower and ______________ agree to cause the retirement of the Subordinated Debt as defined in said Loan Agreement, as modified; NOW, THEREFORE, for and in consideration of the mutual covenants and promises of the parties herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, ______________ , and Lender hereby covenant and agree as follows: 1. ______________ agrees that, on or prior to ______________ , (a) he will infuse or cause to be infused sufficient cash into Borrower to enable Borrower to, and he will cause Borrower to, pay off and satisfy the Subordinated Debt, as defined in said Loan Agreement, without using any Assets of Borrower other than the infused cash, or (b) that he will otherwise cause the Subordinated Debt to be satisfied outside of Borrower and removed as a Liability (as defined in said Loan Agreement) of Borrower. 2. This Agreement shall constitute a Security Document as defined by said Loan Agreement, and any breach of this Agreement by Borrower or ______________ shall constitute an Event of Default as defined in said Loan Agreement. 3. In addition to the termination provisions of Section 7 of said Credit Support Agreement, said Agreement shall also immediately terminate under the following conditions: a) The Subordinated Debt, as defined in said Loan Agreement, has been satisfied in accordance with Paragraph 1 above and is no longer a Liability (as defined in said Loan Agreement) of Borrower; b) Borrower's Net Worth (as defined in the Loan Agreement) exceeds $ ______________ ; and c) Borrower is not in default in the terms of any Security Document (as defined in said Loan Agreement), and all payments required by said Loan Agreement are current. This Agreement shall be binding upon, and inure to the benefit of, the respective successors and assigns of the parties hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ______________ By: _________________________________________________ ______________ , A ______________ General Partnership By: ______________ , General Partner By: __________________________________________________ ______________ , President By: ______________ , General Partner By:________________________________________________ ______________ , President ___________________________________________________ ______________ , Individually STATE OF ______________ COUNTY OF ______________ Personally appeared before me, the undersigned authority in and for the said County and State, on this ______________ day of ______________ , within my jurisdiction, the within-named ______________ who acknowledged that he is of ______________ , a ______________ Corporation, and that for and on behalf of said Corporation, and as its act and deed, he executed the above and foregoing instrument, after first having been duly authorized by said Corporation so to do. ___________________________ Notary Public My Commission Expires: _____________________ STATE OF MISSISSIPPI COUNTY OF ______________ Personally appeared before me, the undersigned authority in and for the said County and State, on this ______________ day of ______________ , within my jurisdiction, the within-named ______________ , who acknowledged that he is President of ______________ , a ______________ Corporation, one of the General Partners of ________________________ , a __________ General Partnership, and that for and on behalf of the said Corporation and said Partnership, and as the act and deed of said Corporation and said Partnership, he executed the above and foregoing instrument, after first having been duly authorized by said Corporation and by said Partnership so to do. ____________________________ Notary Public My Commission Expires: _____________________ STATE OF MISSISSIPPI COUNTY OF ______________ Personally appeared before me, the undersigned authority in and for the said County and State, on this ______________ day of ______________ , within my jurisdiction, the within- named ______________ , who acknowledged that he is President of ______________ , a ______________ Corporation, one of the General Partners of ______________ , a ______________ General Partnership, and that for and on behalf of the said Corporation and said Partnership, and as the act and deed of said Corporation and said Partnership, he executed the above and foregoing instrument, after first having been duly authorized by said Corporation and by said Partnership so to do. ___________________________ Notary Public My Commission Expires: ______________________ STATE OF MISSISSIPPI COUNTY OF ______________ Personally appeared before me, the undersigned authority in and for the said County and State, on this ______________ day of ______________ , within my jurisdiction, the within- named ______________ , who acknowledged that he executed the above and foregoing instrument. ____________________________ Notary Public My Commission Expires: _____________________