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. LEXINGTON PRECISION CORPORATION ("Borrower") By: Xxxxxxx X. Xxxxx ---------------------------- Its: Chairman of the Board ---------------------------- LEXINGTON RUBBER GROUP, INC. ("Borrower") EXHIBIT 3 EXHIBIT F PROMISSORY NOTE (Casa Grande Note) $2,061,452.32 New York, New York April 1, 2002 FOR VALUE RECEIVED, LEXINGTON PRECISION CORPORATION, a corporation organized under the laws of the State of Delaware ("LPC") and LEXINGTON RUBBER GROUP, INC. (FKA LEXINGTON COMPONENTS, INC.), a corporation organized and existing under the laws of the State of Delaware ("LRG") (hereinafter LPC and LRG are referred to each as Borrower singularly and referred to jointly and severally as the "Borrowers," which term shall mean each of the companies individually and both of them collectively), jointly and severally promise to pay to the order of BANK ONE, NA (fka Bank One, Akron, NA) (hereinafter referred to as the "Bank"), the principal amount of TWO MILLION SIXTY-ONE THOUSAND FOUR HUNDRED FIFTY-TWO AND 32/100 DOLLARS ($2,061,452.32), pursuant to the repayment terms and dates set forth in Section 2(D)(2) of the Agreement (as defined below), with interest on the unpaid principal balance from the date hereof at a rate per annum equal to The Base Rate (as defined in the Agreement) plus three-fourths of one percent (3/4%) as follows: Interest on the Casa Grande Term Loan is payable monthly commencing on May 1, 2002 and continuing on the first day of each calendar month thereafter. Interest shall be computed on a three hundred sixty (360) day basis based upon the actual number of days elapsed. If any installment of principal, interest or other amounts due and payable hereunder are not paid when due, or within any applicable grace periods set forth in the Agreement, the Borrowers shall pay interest thereon at the Default Rate (as defined in the Agreement). Bank shall have the right to assess a late payment processing fee in the amount of the greater of FIFTY AND NO/100 DOLLARS ($50.00) or five percent (5%) of the scheduled payment in the event of a default in payment that remains uncured for a period of at least ten (10) days. The Borrowers agree to pay the principal amount of this Note pursuant to the repayment terms and dates set forth in Section 2(B)(2)(b) of the Agreement. Monthly payments hereunder shall be applied first to interest due and the balance to reduction of the principal amount outstanding. Payments of both principal of and interest on this Note shall be made in...
OTHER CAUSE. BORROWER:
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:
1. Athelas reasonably determines that Customer and/or its Authorized User(s) have been or are engaged in unlawful activity associated with the use of the Software and/or the Services;
2. The filing, with respect to Customer, of a voluntary or involuntary petition in bankruptcy if such petition is not dismissed within thirty (30) days of such filing;
3. Upon the appointment of a receiver or trustee to take possession of all, or substantially all, of Customer’s assets, if such appointment is not terminated within thirty (30) days; or
OTHER CAUSE. WITNESSES: MERRYMEETING, INC.
OTHER CAUSE. LEXINGTON PRECISION CORPORATION ("Borrower")
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. BANK ONE, NA
OTHER CAUSE. ARBOR HEALTH CARE COMPANY
