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. Borrower: MERRYMEETING, INC. DUE DATE: APRIL 30, 2006 /s/ JOHN M. DAVIES ------------------------------------- John M. Davies, President ADDRESS: 7763 Sunstone Drive Brecksxxxxx, Xxxx 04141 XXXXXXX 0.0(x) TERM NOTE $3,000,000.00 Cincinnati, Ohio April 30, 2001 MERRYMEETING, INC., a Delaware corporation (the "Borrower"), for value received, hereby promises to pay to the order of FIFTH THIRD BANK, an Ohio banking corporation (the "Bank"), at its offices located at 38 Fountain Square Plaza, Cincinnati, Ohio 45263, in lawful money of txx Xxxxxx Xxxxxx xx Xxxxxxx, xxx xxxxxxxxx xxx of Three Million Dollars ($3,000,000.00) together with interest as set forth herein. Interest on the outstanding principal balance of this Note will accrue at a rate per annum equal to 21% per annum. Interest will be calculated on the basis of a year of 360 days and charged for the actual number of days elapsed. Interest will be payable in immediately available funds at the principal office of Bank on the first day of each calendar month. After maturity, whether by acceleration, notice of intention to prepay or otherwise, this Note will bear interest (computed and adjusted in the same manner, and with the same effect, as interest hereon prior to maturity), payable on demand, at a rate per annum equal to the Default Rate, until paid, and whether before or after the entry of judgment hereon. Accrued and unpaid interest will only be due and payable monthly commencing on the last day of May, 2001 and continuing on the last day of each month thereafter during the term hereof. The entire principal amount and all accrued and unpaid interest due and of this Note will be due and payable on October 30, 2003. This Note is the Term Note referred to in the Credit Agreement between Borrower and Bank of even date herewith, as it may be amended from time to time (the "Agreement"), and is entitled to the benefits, and is subject to the terms, of the Agreement. Capitalized terms used but not otherwise defined herein will have the meanings attributed thereto in the Agreement. The principal of this Note is pre-payable in the amounts and under the circumstances, and its maturity is subject to acceleration upon the terms, set forth in this Agreement. Except as otherwise expressly provided in the Agreement, if any payment on this Note becomes due and payable on a day other than one on which Bank is open for business (a "Business Day"), the maturity thereof will be extended to the next Business Day, and int...
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. WITNESSES: MERRYMEETING, INC. BRIAN M. O'NEILL WITNESS /s/ JOHN M. DAVIES ------------------------ ---------------------------------------- John M. Davies, President
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. DOMESTIC BORROWER: PARK-OHIO INDUSTRIES, INC. By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Secretary CANADIAN BORROWER: RB&W CORPORATION OF CANADA By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Secretary Signature Page to Seventh Amended and Restated Credit Agreement 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: Director APOLLO AEROSPACE COMPONENTS LIMITED, a company incorporated in England and Wales with a company number 02083500 By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director 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: Director Signature Page to Seventh 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 CORPORATION XXXXX & PARK SCREW & BOLT COMPANY APOLLO AEROSPACE COMPONENTS LLC PARK-OHIO FORGED & MACHINED PRODUCTS LLC ATBD, INC. PARK-OHIO PRODUCTS, INC. AUTOFORM TOOL & MANUFACTURING, LLC PHARMACEUTICAL LOGISTICS, INC. XXXXX RUBBER, INC. PHARMACY WHOLESALE LOGISTICS, INC. BLUE FALCON TRAVEL, INC. P-O REALTY LLC CONTROL TRANSFORMER, INC. PRECISION MACHINING CONNECTION LLC ELASTOMEROS TECNICOS MOLDEADOS, INC. RB&W MANUFACTURING LLC EP CLEVELAND HOLDINGS, INC. RED BIRD, INC. EP REALTY HOLDINGS, INC. SNOW DRAGON LLC FECO, INC. ST HOLDING CORP. FLUID ROUTING SOLUTIONS, LLC STMX, INC. GATEWAY INDUSTRIAL SUPPLY LLC SUMMERSPACE, INC. GENERAL ALUMINUM MFG. COMPANY SUPPLY TECHNOLOGIES LLC INDUCTION MANAGEMENT SERVICES, LLC SUPPLY TECHNOLOGIES PROCUREMENT COMPANY, INC. INTEGRATED HOLDING COMPANY THE AJAX MANUFACTURING COMPANY INTEGRATED LOGISTICS HOLDING COMPANY THE XXXXXX XXXX COMPANY INTEGRATED LOGISTICS SOLUTIONS, INC. TOCCO, INC. TW MANUFACTURING CO. WB&R ACQUISITION COMPANY, INC. Each By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Secretary Signature Page to Seventh Amended and Restated Credit Agreement
OTHER CAUSE. GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership By: Glimcher Properties Corporation, its General Partner By: /s/ George A. Schmidt ---------------------------- George A. Schmidt, Executive Xxxe President STATE OF OHIO, COUNTY OF FRANKLIN, SS: The foregoing instrument was acknowledged before me this 30th day of October, 2002, by George A. Schmidt, the Executive Vice President of Glimcher Propertxxx Xxxxxxxxxxx, the General Partner of Glimcher Properties Limited Partnership, a Delaware limited partnership, on behalf of the corporation and limited partnership. /s/ Barbara B. Howison ------------------------------------------- Notary Public Commission Expires: 07/02/05
OTHER CAUSE. Symix Systems, Inc. By: ------------------------------------------- Xxxxxxxx X. XxXxxx, Its Vice President, Chief Financial Officer and Secretary Date: ----------------------------------------- Symix Computer Systems, Inc. By: ------------------------------------------- Xxxxxxxx X. XxXxxx, Its Vice President, Chief Financial Officer and Secretary Date: ----------------------------------------- EXHIBIT "B" TERM NOTE $________________ Columbus, Ohio __________, 199__ FOR VALUE RECEIVED, the undersigned promises to pay to the order of BANK ONE, COLUMBUS, NA (hereinafter called "Bank One") the sum of _______________________ Dollars ($_______________), with interest (computed on the basis of the actual number of days elapsed divided by a year of 360 days) before maturity on the balance from time to time remaining unpaid at a rate as provided in the Loan Agreement dated as of May ____, 1996 between the undersigned and Bank One (the "Loan Agreement"). Interest shall be payable on _____________, 199__ and quarterly intervals thereafter. Both principal and interest are payable in lawful money of the United States at the Main Office, Corporate Banking Division, Bank One, Columbus, N.A., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000- 0170. The principal hereof shall be payable in consecutive quarterly installments of ______________ Dollars ($______________) each, the first of which shall be due on June 30, 1998, and continuing on the same day of each succeeding calendar quarter thereafter until April 30, 2003, at which time any remaining balance of principal, together with all interest accrued thereon, shall be due and payable. The undersigned hereby authorize(s) any Attorney-at-Law to appear for the undersigned, in an action on this promissory note, at any time after the same becomes due, as herein provided, in any court of record in or of the State of Ohio, or elsewhere, to waive the issuing and service of process against the undersigned and to confess judgment in favor of the legal holder of this promissory note against the undersigned for the amount that may be due, with interest at the rate herein mentioned and costs of suit, and to waive and release all errors in said proceedings and judgment, and all petitions in error, and right of appeal from the judgment rendered. This promissory note evidences a borrowing under and is entitled to the benefits of the Loan Agreement. The principal may become due or may be declared forthwith due and payable in the manner and up...
OTHER CAUSE. NEOPROBE CORPORATION By: /s/ Davix X. Xxxx ----------------- Name: Davix X. Xxxx Its: President and Chief Executive Officer
OTHER CAUSE. PECO II, INC. By: -------------------------------------- Its: ------------------------------------- By: -------------------------------------- Its: ------------------------------------- COLUMBUS/750681 v.03 EXHIBIT A-2 THE HUNTINGTON NATIONAL BANK COMMERCIAL LOAN NOTE Business Purpose =============================================================================== City Office _____________ Division ______________ Branch __________ [X] Secured Account No. ____________________ Note No. _______________________ [ ] Unsecured Account Name PECO II, Inc. ------------------------------------------------------------------ [x] Corporation [ ] Partnership [ ] Individual/Proprietorship [ ] Other____________________________________________________________________ =============================================================================== $1,215,000.00 Galion, Ohio May 15, 1998 FOR VALUE RECEIVED, the undersigned promises to pay to the order of THE HUNTINGTON NATIONAL BANK (hereinafter called the "Bank," which term shall include any holder hereof), at such place as the Bank may designate or, in the absence of such designation, at any of the Bank's offices, the sum of One Million Two Hundred Fifteen Thousand Dollars ($1,215,000.00) (hereinafter called the "Principal Sum"), together with interest as hereinafter provided. The undersigned promises to pay the Principal Sum and the interest thereon at the time and in the manner hereinafter provided in this note (this "Note"). This Note is executed and the advances contemplated hereunder are to be made pursuant to an Amended and Restated Loan and Security Agreement by and between the undersigned and the Bank dated May 15, 1998 (as amended, restated, modified or otherwise supplemented from time to time, herein the "Loan Agreement"), to which reference is hereby made for a more complete statement of the terms and conditions contained therein. Terms defined in the Loan Agreement and not otherwise defined herein are used herein with the meanings ascribed to such terms in the Loan Agreement. Prior to maturity, interest will accrue on the unpaid balance of the Principal Sum at a variable rate of interest per annum, as selected by the undersigned in accordance with this Note (hereinafter called the "Contract Rate"), which shall change in the manner set forth below, equal to: