OTHER CAUSE. The obligation of ECOLOGY to the RECIPIENT is contingent upon satisfactory performance in full by the RECIPIENT of all of its obligations under this loan agreement. The RECIPIENT shall be in default of its obligations under this loan agreement if, in the opinion of ECOLOGY, the RECIPIENT has unjustifiably failed to perform any obligation required of it by this loan agreement. Procedures for Termination. If this loan agreement is terminated prior to project completion, ECOLOGY shall provide to the RECIPIENT a written notice of termination at least five working days prior to the effective date of termination (the “Termination Date”). The written notice of termination by the ECOLOGY shall specify the Termination Date and, when applicable, the date by which the RECIPIENT must repay any outstanding balance of the loan and all accrued interest (the “Termination Payment Date”).
OTHER CAUSE. SYMIX COMPUTER SYSTEMS, INC. SYMIX SYSTEMS, INC. By: /s/ Lawrxxxx X. XxXxxx By: /s/ Lawrxxxx X. XxXxxx ------------------------------------------- ------------------------------------------- Name: Lawrxxxx X. XxXxxx Name: Lawrxxxx X. XxXxxx Xxx: Vice President, Chief Financial Officer Its: Vice President, Chief Financial Officer and Secretary and Secretary ================================================================================ $2,000,000 Columbus, Ohio May 18, 2000 ================================================================================ On or before July 1, 2001, for value received, the undersigned, SYMIX SYSTEMS, INC., an Ohio corporation ("SSI"), SYMIX COMPUTER SYSTEMS, INC., an Ohio corporation ("SCSI"), SYMIX SYSTEMS ONTARIO, INC., an Ontario corporation ("SSO") and VISUAL APPLICATIONS SOFTWARE, INC., an Ontario corporation ("VAS") (individually, a "Borrower" and, collectively, the "Borrowers") hereby promise to pay to the order of Bank One, NA, a national association (the "Bank") or its assigns, as further provided herein, the principal amount of Two Million Dollars ($2,000,000) or, if such principal is less, the aggregate unpaid principal amount of all loans made by the Bank to the Borrowers pursuant to the Credit Commitment less any amounts loaned to SSI and SCSI (the "Companies") under the $13,000,000 Second Amended and Restated Revolving Credit Note dated as of the date hereof under the Agreement referred to in Section 1 hereof, together with interest on the unpaid principal balance from time to time outstanding hereunder until paid in full at the rates determined in accordance with the provisions of Section 1.1.4 of the Agreement, payable as set forth in the Agreement. Both principal and interest are payable in federal funds or other immediately available money of the United States of America at the Main Office of the Bank, 100 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000-0000. Xxoceeds from borrowings under this Amended and Restated Revolving Credit Note are to be used solely to fund the operations of SSO and VAS, whether borrowed by VAS, SSO or the Companies. This Amended and Restated Revolving Credit Note amends and restates in its entirety the Revolving Credit Note dated as of June 1, 1998 issued by the Borrowers to the Bank.
OTHER CAUSE. Borrower: MERRYMEETING, INC. DUE DATE: APRIL 30, 2006 /s/ JOHN M. DAVIES -------------------- ------------------------------------- John M. Davies, President ADDRESS: 7763 Sunstone Drive Brxxxxxxxxx, Xxxo 44141 EXHIBIT 2.1(A) TERM NOTES NOTE 1: [LOGO] FIFTH THIRD BANK (NORTHEASTERN OHIO) 1 SECURED TERM | | | | | | NOTE -------------------------------------------- $ 1,000,000 April 30, 2001 Cleveland, Ohio (Effective Date) On or before the Due Date below, the undersigned corporation, for value received, promises to pay to the order of Fifth Third Bank (Northeastern Ohio), 1404 East Ninth Street, Cleveland, Ohio 44114 (hereinafter refxxxxx xx xx "Xxxx") xxx xxx xx XXX XXXXXXX XXD 00/100 ------------------ Dollars plus interest per annum at a rate of PRIME PLUS 175 BASIS POINTS. In the event of a change in said Prime Rate, the rate on this note shall change immediately. In addition, after the Borrower becomes the 80% owner of Frontier Adjusters of America, Inc., the interest rate will be reduced to Prime Rate plus 125 basis points. However, if the contemplated merger does not occur by September 30, 2001, then the interest rate will be increased to 21%. If the merger is consummated after September 30, 2001, Bank will review the creditworthiness of Borrower to determine if the interest rate of 21% should be decreased. Interest shall be computed on a year of 360 days and charged for the actual number of days elapsed. This note is payable as follows: Principal shall be due and payable in installments in the amount of $13,888.89 and shall be due on the last day of each MONTH beginning 02/28/2002 with a final payment on April 30, 2006 of the principal amount then owing plus all interest due thereon. Interest shall be due and payable at maturity on the LAST day of each month beginning May 31, 2001. Principal and interest payments shall be made at the Bank's address above unless otherwise designated by Bank in writing. To secure repayment of this note and all modifications, extensions and renewals thereof, the undersigned has granted to Bank a security interest in certain collateral described pursuant to the terms and conditions of that certain Security Agreement of even date herewith by Borrower in favor of Bank. All documents executed in connection with this Note and all Collateral, including without limitation the following, further secure the Obligations: a blanket lien on all business assets as described in the Security Agreement entered on even date. The Obliga...
OTHER CAUSE. Athelas may terminate the Service Agreement immediately by providing written notice to Customer upon the occurrence of any of the following events:
OTHER CAUSE. POVI X.X.X.Xx: Integrated Logistics Holding Company Its: Member By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Secretary RB&W XXX.Xx: Integrated Logistics Holding Company Its: Sole Member By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Secretary Signature Page to Amendment No. 3 to Sixth Amended and Restated Credit Agreement WARNING – BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON ITS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. OTHER CANADIAN LOAN PARTIES: AJAX TOCCO MAGNETHERMIC CANADA LIMITED By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Secretary SUPPLY TECHNOLOGIES COMPANY OF CANADA By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Secretary Signature Page to Amendment No. 3 to Sixth Amended and Restated Credit Agreement JPMORGAN CHASE BANK, N.A., individually as Administrative Agent, as Domestic Issuing Bank, as Ex-Im Issuing Bank, as Ex-Im Revolving Lender, as Domestic Swingline Lender and as a Lender By /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Authorized Officer JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Agent, as Canadian Issuing Bank, as Canadian Swingline Lender and as a Lender By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director X.X. XXXXXX EUROPE LIMITED, as European Agent, as European Issuing Bank, as European Swingline Lender and as a European Revolving Lender By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President Signature Page to Amendment No. 3 to Sixth Amended and Restated Credit Agreement U.S. BANK NATIONAL ASSOCIATION, as a Lender and a European Revolving Lender By /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title:Vice-PresidentU.S. BANK NATIONAL ASSOCIATION, Canada Branch, as a Canadian Revolving Lender By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Principal Officer Signature Page to Amendment No. 3 to Sixth Amended and Restated Credit Agreement PNC BANK, NATIONAL ASSOCIATION, as a Lender and a European Revolving Lender By Name: Title:PNC BANK CANADA BRANCH, as a Canadian Revolving Lender By Name: Title: Signature Page to Amendment No. 3 to Sixth Amended and Restated Credit Agreement CIIZENS BUSINESS CAPITAL, a division of Citizens Asset Finance Inc., F/K/A RBS BUSINESS CAP...
OTHER CAUSE. MERRYMEETING, INC. By: /s/ JOHN M. DAVIES ---------------------------------------- Print Name: JOHN M. DAVIES -------------------------------- Its: PRESIDENT --------------------------------------- FIFTH THIRD BANK By: /s/ THOMAS R. WILLIAMS ---------------------------------------- Print Name: THOMAS R. WILLIAMS -------------------------------- Its: VICE PRESIDENT --------------------------------------- FIFTH THIRD BANK (NORTHEAST OHIO) By: /s/ DAVID J. WILLIAMS ------------------------------------ Print Name: DAVID J. WILLIAMS -------------------------------- Its: VICE PRESIDENT --------------------------------------- EXHIBITS TO CREDIT AGREEMENT BETWEEN MERRYMEETING, INC. AND FIFTH THIRD BANK Exhibit 1 Definitions
OTHER CAUSE. WITNESSES: MERRYMEETING, INC. BRIAN M. O'NEILL WITNESS /s/ JOHN M. DAVIES ------------------------ ---------------------------------------- John M. Davies, President
OTHER CAUSE. EUROPEAN BORROWERS:SUPPLY TECHNOLOGIES (UKGRP) LIMITED, a company incorporated in England and Wales with company number 0725298 By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Secretary AJAX TOCCO INTERNATIONAL LIMITED, a company incorporated in England and Wales with company number 02676033 By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Secretary APOLLO AEROSPACE COMPONENTS LIMITED, a company incorporated in England and Wales with a company number 02083500 By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Secretary SUPPLY TECHNOLOGIES (IRLG) LIMITED, a company incorporated under the laws of Ireland with a company number 412684 By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Secretary Signature Page to Amendment No. 3 to Sixth Amended and Restated Credit Agreement WARNING – BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON ITS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. OTHER DOMESTIC LOAN PARTIES:AJAX TOCCO MAGNETHERMIC CORPORATIONATBD, INC.AUTOFORM TOOL & MANUFACTURING, LLCBATES RUBBER, XXX.XXXX FALCON TRAVEL, INC.COLUMBIA NUT & BOLT LLCCONTROL TRANSFORMER, INC.ELASTOMEROS TECNICOS MOLDEADOS, INC.EP CLEVELAND HOLDINGS, INC.EP CLEVELAND, INC.EP REALTY HOLDINGS, INC.FECO, INC.FLUID ROUTING KOREA HOLDING INC.FLUID ROUTING SOLUTIONS, LLCGATEWAY INDUSTRIAL SUPPLY LLCGENERAL ALUMINUM MFG. COMPANYINDUCTION MANAGEMENT SERVICES, LLCINTEGRATED HOLDING COMPANYINTEGRATED LOGISTICS HOLDING COMPANYINTEGRATED LOGISTICS SOLUTIONS, INC. XXXXX & PARK SCREW & BOLT COMPANYPARK-OHIO FORGED & MACHINED PRODUCTS LLCPARK-OHIO INDUSTRIES TREASURY COMPANY, INC.PARK-OHIO PRODUCTS, INC.PHARMACEUTICAL LOGISTICS, XXX.XXXXXXXX WHOLESALE LOGISTICS, INC.P-O REALTY LLCPRECISION MACHINING CONNECTION LLCRB&W MANUFACTURING LLCRED BIRD, INC.SNOW DRAGON LLCST HOLDING CORP.STMX, INC.SUMMERSPACE, XXX.XXXXXX TECHNOLOGIES LLCTHE AJAX MANUFACTURING COMPANYTHE XXXXXX XXXX COMPANYTOCCO, XXX.XX MANUFACTURING CO.WB&R ACQUISITION COMPANY, INC.Each By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Secretary Signature Page to Amendment No. 3 to Sixth Amended and Restated Credit Agreement
OTHER CAUSE. BORROWER: EMPYREAN BIOSCIENCE, INC. By: /s/ Brenda K. Brown ------------------- Brenda K. Brown, Vice Prxxxxxxx/XXX of Empyrean Bioscience, Inc.
OTHER CAUSE. NEOPROBE CORPORATION By: /s/ Davix X. Xxxx ----------------- Name: Davix X. Xxxx Its: President and Chief Executive Officer
