Exhibit 10.1.2
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
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THIS FIRST AMENDMENT (this "Amendment") to the Second Amended and Restated
Loan and Security Agreement is entered into as of the 28 day of April, 2000, by
and between PECO II, Inc. (the "Borrower"), and The Huntington National Bank
(the "Bank").
RECITALS:
A. As of October 22, 1999, the Borrower and the Bank executed a certain
Second Amended and Restated Loan and Security Agreement (the "Loan Agreement"),
setting forth the terms of certain extensions of credit to the Borrower; and
B. As of October 22, 1999, the Borrower executed and delivered to the
Bank, inter alia, an amended and restated revolving note in the original
principal sum of Ten Million Dollars ($10,000,000.00) (hereinafter the
"Revolving Note"); and
C. As of October 22, 1999, the Borrower executed and delivered to the
Bank, inter alia, a draw note in the original principal sum of Five Million
Dollars ($5,000,000.00) (hereinafter the "Draw Note"); and
D. As of October 22, 1999, the Borrower executed and delivered to the
Bank, inter alia, a capex note in the original principal sum of Five Million
Dollars ($5,000,000.00) (hereinafter the "Capex Note"); and
E. As of May 15, 1998, the Borrower executed and delivered to the Bank,
inter alia, a commercial loan note in the original principal sum of One Million
Two Hundred Fifteen Thousand Dollars ($1,215,000.00) (hereinafter the "Term
Note"); and
F. The Revolving Note, the Draw Note, the Capex Note and the Term Note are
hereinafter collectively termed the "Note"; and
G. In connection with the obligations evidenced by Loan Agreement and the
Note, and at various times (prior to, as of the date of, and after the date of,
the execution of the Loan Agreement), the Borrower executed and delivered to the
Bank certain other loan documents, promissory notes, open-end mortgages,
assignment of rents and security agreements, consents, assignments, security
agreements, agreements, instruments and financing statements in connection with
the indebtedness referred to in the Loan Agreement (all of the foregoing,
together with the Note and the Loan Agreement, are hereinafter collectively
referred to as the "Loan Documents"); and
H. The Borrower has requested that the Bank extend additional credit to
the Borrower and amend and modify certain terms and covenants in the Loan
Agreement, and the Bank is willing to do so upon the terms and conditions
contained herein.
NOW, THEREFORE, in consideration of the mutual covenants, agreements and
promises contained herein, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the parties hereto for
themselves and their successors and assigns do hereby agree, represent and
warrant as follows:
1. Definitions. All capitalized terms not otherwise defined herein shall
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have the meanings ascribed to such terms in the Loan Agreement.
2. Section 1, "The Loan," of the Loan Agreement is hereby amended to
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recite in its entirety as follows:
1. The Loans
The Bank, subject to the terms and conditions hereof, will extend
credit to the Borrower up to the aggregate principal sum of
$31,215,000.00 (the "Loans").
3. Section 1.1, "The Revolving Loan and Borrowing Base," of the Loan
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Agreement is hereby amended to recite in its entirety as follows:
1.1. The Revolving Loan and Borrowing Base
The Bank will extend a revolving credit facility to the Borrower
under which the Bank shall make, subject to the terms and conditions
hereof, loans and advances on a revolving basis up to the principal
sum of $20,000,000.00 (the "Revolving Loan"). The principal balance
of the Revolving Loan at no time shall exceed an amount equal to the
sum of (i) up to 50% of Eligible Inventory; plus (ii) up to 80% of
Eligible Accounts (collectively the "Borrowing Base"). The Bank, in
its sole discretion, reserves the right upon notice to the Borrower
to increase or decrease the foregoing percentages or the maximum
dollar amount attributable to Eligible Inventory.
4. Section 7.16, "Capital Expenditures," of the Loan Agreement is hereby
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amended to recite in its entirety as follows:
7.16. Capital Expenditures.
The Borrower will not make or incur any Capital Expenditures,
including by way of the incurrence of capitalized lease obligations,
expenditures for maintenance and repairs which should be capitalized
in accordance with GAAP or otherwise in
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excess of $15,000,000.00 in any fiscal year. "Capital Expenditures"
means the aggregate of all expenditures (whether paid in cash or
accrued as liabilities that in accordance with GAAP are required to
be included in or reflected by the property, plant, equipment or
similar fixed asset accounts.
5. Section 7.17, "Operating Lease Rentals," of the Loan Agreement is
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hereby amended to recite in its entirety as follows:
7.17. Operating Lease Rentals
The Borrower will not without the prior written approval of the Bank
enter into or permit to exist operating leases providing in the
aggregate for annual rentals which exceed $250,000.00 in any fiscal
year.
6. Section 8, "Financial Information and Reporting," of the Loan
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Agreement is hereby amended to recite in its entirety as follows:
8. Financial Information and Reporting
The Borrower shall deliver the following to the Bank:
(a) within 30 days after the end of each month, consolidated
financial statements, including a balance sheet and statements of
income and surplus, and statement of cash flows, certified by the
president or chief financial officer of the Borrower (a "Financial
Officer") as fairly representing the Borrower's consolidated
financial condition as of the end of such period;
(b) within 45 days after the end of each quarter, a loan and
collateral report and a statement in form prescribed by the Bank and
signed by a Financial Officer of the Borrower setting forth and
certifying the calculation of the Borrowing Base as of the end of
that period and certifying the compliance of the Borrower with the
terms of this Agreement and the calculation of the financial
covenants contained in Section 7 above;
(c) within 30 days after the end of each month, an inventory
report of the Borrower, signed by a Financial Officer in form
satisfactory to the Bank;
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(d) within 30 days after the end of each month, a report, in
form satisfactory to the Bank, certified by a Financial Officer
setting forth the number and dollar total of accounts receivable due
and payable (i) not more than 30 days, (ii) more than 30 days and not
more than 60 days, (iii) more than 60 days and not more than 90 days,
(iv) more than 90 and not more than 120 days, and (v) more than 120
days, from the date of the original invoice therefor;
(e) within 90 days after the end of each fiscal year, audited,
unqualified consolidated financial statements prepared in accordance
with GAAP and certified by independent public accountants
satisfactory to the Bank, containing a balance sheet, statements of
income and surplus, statements of cash flows and reconciliation of
capital accounts, along with any management letters written by such
accountants;
(f) immediately upon becoming aware of the existence of any
Pending Default, Event of Default or breach of any term or conditions
of this Agreement, a written notice specifying the nature and period
of existence thereof and what action the Borrower is taking or
proposes to take with respect thereto;
(g) immediately upon the filing or release, as the case may be,
copies of any Securities and Exchange Commission or State Securities
Law disclosures, filings, documents or any press releases; and
(h) at the request of the Bank, such other information as the
Bank may from time to time reasonably require.
7. Exhibit A-1 to the Loan Agreement is hereby amended to recite in its
entirety as set forth in Exhibit A-1 attached hereto.
8. Exhibit C, "Schedule of Business Locations," of the Loan Agreement is
hereby amended to recite in its entirety as set forth in Exhibit C attached
hereto.
9. Conditions of Effectiveness. This Amendment shall become effective as
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of April 28, 2000, upon satisfaction of all of the following conditions
precedent:
(a) The Bank shall have received two duly executed originals of this
Amendment, duly executed originals of the certificates, instruments, documents
and agreements set forth in Schedule 9(a) attached hereto and such other
certificates, instruments, documents, and agreements as may be required by the
Bank, each of which shall be in form and substance satisfactory to the Bank and
its counsel; and
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(b) The representations contained in the immediately following paragraph
shall be true and accurate.
10. Representations. The Borrower represents and warrants that after
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giving effect to this Amendment (a) each and every one of the representations
and warranties made by or on behalf of the Borrower in the Loan Agreement or the
Loan Documents is true and correct in all respects on and as of the date hereof,
except to the extent that any of such representations and warranties related, by
the expressed terms thereof, solely to a date prior hereto; (b) the Borrower has
duly and properly performed, complied with and observed each of its covenants,
agreements and obligations contained in the Loan Agreement and Loan Documents;
and (c) no event has occurred or is continuing, and no condition exists which
would constitute an Event of Default or a Pending Default.
11. Amendment to Loan Agreement. (a) Upon the effectiveness of this
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Amendment, each reference in the Loan Agreement to "Loan and Security
Agreement," "Loan Agreement," "Agreement," the prefix "herein," "hereof," or
words of similar import, and each reference in the Loan Documents to the Loan
Agreement, shall mean and be a reference to the Loan Agreement as amended
hereby. (b) Except as modified herein, all of the representations, warranties,
terms, covenants and conditions of the Loan Agreement, the Loan Documents and
all other agreements executed in connection therewith shall remain as written
originally and in full force and effect in accordance with their respective
terms, and nothing herein shall affect, modify, limit or impair any of the
rights and powers which the Bank may have thereunder. The amendment set forth
herein shall be limited precisely as provided for herein, and shall not be
deemed to be a waiver of, amendment of, consent to or modification of any of the
Bank's rights under or of any other term or provisions of the Loan Agreement,
any Loan Document, or other agreement executed in connection therewith, or of
any term or provision of any other instrument referred to therein or herein or
of any transaction or future action on the part of the Borrower which would
require the consent of the Bank, including, without limitation, waivers of
Events of Default which may exist after giving effect hereto. The Borrower
ratifies and confirms each term, provision, condition and covenant set forth in
the Loan Agreement and the Loan Documents and acknowledges that the agreement
set forth therein continue to be legal, valid and binding agreements, and
enforceable in accordance with their respective terms.
12. Authority. The Borrower hereby represents and warrants to the Bank
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that (a) the Borrower has legal power and authority to execute and deliver the
within Amendment; (b) the officer executing the within Amendment on behalf of
the Borrower has been duly authorized to execute and deliver the same and bind
the Borrower with respect to the provisions provided for herein; (c) the
execution and delivery hereof by the Borrower and the performance and observance
by the Borrower of the provisions hereof do not violate or conflict with the
articles of incorporation, regulations or by-laws of the Borrower or any law
applicable to the Borrower or result in the breach of any provision of or
constitute a default under any agreement, instrument or document binding upon or
enforceable against the
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Borrower; and (d) this Amendment constitutes a valid and legally binding
obligation upon the Borrower in every respect.
13. Counterparts. This Amendment may be executed in two or more
------------
counterparts, each of which, when so executed and delivered, shall be an
original, but all of which together shall constitute one and the same document.
Separate counterparts may be executed with the same effect as if all parties had
executed the same counterparts.
14. Costs and Expenses. The Borrower agrees to pay on demand in
------------------
accordance with the terms of the Loan Agreement all costs and expenses of the
Bank in connection with the preparation, reproduction, execution and delivery of
this Amendment and all other loan documents entered into in connection herewith,
including the reasonable fees and out-of-pocket expenses of the Bank's counsel
with respect thereto.
15. Governing Law. This Amendment shall be governed by and construed in
-------------
accordance with the law of the State of Ohio.
IN WITNESS WHEREOF, the Borrower and the Bank have hereunto set their hands
as of the date first set forth above.
THE BORROWER:
PECO II, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Its: Secretary and Treasurer
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By: /s/ Xxxx X. Xxxx
------------------------
Its: Chief Financial Officer
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THE BANK:
THE HUNTINGTON NATIONAL BANK
By: /s/ Xxxxx X. XxXxxxxxxx
------------------------
Its: Vice Presdent
------------------------
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EXHIBIT A-1
THE HUNTINGTON NATIONAL BANK
Second Amended and Restated Revolving Note
City Office Division Branch [X] Secured
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Account No. Note No. [ ] Unsecured
-------------------------- ---------------
Account Name PECO II, Inc.
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[X] Corporation [ ] Partnership [ ] Individual/Proprietorship
[ ] Other
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$20,000,000.00 Galion, Ohio ______________, 2000
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 Twenty
Million Dollars ($20,000,000.00) or so much thereof as shall have been advanced
by the Bank at any time and not thereafter repaid (hereinafter referred to as
"Principal Sum") together with interest as hereinafter provided and payable at
the time and in the manner hereinafter provided. The proceeds of the loan
evidenced hereby may be advanced, repaid and readvanced in partial amounts
during the term of this revolving note (this "Note") and prior to maturity. Each
such advance shall be made to the undersigned upon receipt by the Bank of the
undersigned's application therefor and disbursement instructions, which shall be
in such form as the Bank shall from time to time prescribe. The Bank shall be
entitled to rely on any oral or telephonic communication requesting an advance
and/or providing disbursement instructions hereunder, which shall be received by
it in good faith from anyone reasonably believed by the Bank to be the
undersigned, or the undersigned's authorized agent. The undersigned agrees that
all advances made by the Bank will be evidenced by entries made by the Bank into
its electronic data processing system and/or internal memoranda maintained by
the Bank. The undersigned further agrees that the sum or sums shown on the most
recent printout from the Bank's electronic data processing system and/or on such
memoranda shall be rebuttably presumptive evidence of the amount of the
Principal Sum and of the amount of any accrued interest.
This Note is executed and the advances contemplated hereunder are to be
made pursuant to a Second Amended and Restated Loan and Security Agreement by
and between the undersigned and the Bank dated October 22, 1999 (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.
This Note is given in substitution for, and replacement of, that
certain Amended and Restated Revolving Note dated as of October 22, 1999, in the
original principal sum of $10,000,000.00, and not as a novation thereof.
INTEREST
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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:
(1) the Prime Commercial Rate (as hereinafter defined) minus 0.50
percentage points (the "Prime Rate"); or -----
(2) 2.00 percentage points in excess of the Daily LIBOR (as
hereinafter defined).
Initially, interest shall accrue hereunder based upon the Daily LIBOR.
The undersigned shall give the Bank written notice of each request to change the
interest index from the Daily LIBOR to the Prime Commercial Rate, or vice versa,
or to request disbursement of an advance with respect to which interest shall
accrue at a rate calculated with reference to the Daily LIBOR, no later than
three (3) Banking Days (as hereinafter defined) prior to the date of the
proposed change or the requested date of disbursement, as the case may be. All
such written notices shall be directed by the undersigned to the Bank's officer
who is handling the undersigned's obligations on behalf of the Bank and must be
received by the Bank at least three (3) Banking Days prior to the date of the
change or the requested date of disbursement.
Subject to any maximum or minimum interest rate limitation specified
herein or by applicable law, the Contract Rate shall change automatically
without notice to the undersigned immediately on each Banking Day with each
change in the Prime Commercial Rate or in the Daily LIBOR or the Reserve
Requirement, as applicable, with any change thereto effective as of the opening
of business on the day of the change.
If the obligation evidenced by this Note is not paid at maturity,
whether maturity occurs by lapse of time, demand, acceleration or otherwise, the
unpaid balance of the Principal Sum and any unpaid interest shall, thereafter
until paid, bear interest at a rate equal to 2.00 percentage points in excess of
the Contract Rate.
As used herein, "Prime Commercial Rate" shall mean the rate established
by the Bank
from time to time based on its consideration of economic, money market, business
and competitive factors, and it is not necessarily the Bank's most favored rate.
As used herein, "Daily LIBOR" shall mean the rate obtained by dividing:
(1) actual or estimated per annum rate, or the arithmetic mean of the per annum
rates, of interest for deposits in U.S. dollars for one (1) month periods, as
offered and determined by the Bank in its sole discretion based upon information
which appears on page LIBOR01, captioned British Bankers Assoc. Interest
Settlement Rates, of the Reuters America Network, a service of Reuters America
Inc. (or such other page that may replace that page on that service for the
purpose of displaying London interbank offered rates; or, if such service ceases
to be available, such other reasonably comparable money rate service as the Bank
may select) or upon information obtained from any other reasonable procedure, on
each date the Daily LIBOR is determined; by (2) a percentage (the "Reserve
Requirement") equal to one hundred percent minus the stated maximum rate
(expressed as a percentage), if any, of all reserve requirements (including,
without limitation, any marginal, emergency, supplemental, special or other
reserves) that is specified on each date the Daily LIBOR is determined by the
Board of Governors of the Federal Reserve System (or any successor agency
thereto) for determining the maximum reserve requirement with respect to
eurocurrency funding (currently referred to as "Eurocurrency liabilities" in
Regulation D of such Board) maintained by a member bank of such System, or any
other regulations or any governmental authority having jurisdiction with respect
thereto, all as conclusively determined by the Bank, absent manifest error, such
sum to be rounded up, if necessary, to the nearest whole multiple of
one-sixteenth of one percent (1/16 of 1.0%) per annum.
As used herein, "Banking Day" shall mean any day other than a Saturday
or a Sunday on which banks are open for business in Columbus, Ohio, and on which
banks in London, England, settle payments.
All interest shall be calculated on the basis of a 360 day year for the
actual number of days the Principal Sum or any part thereof remains unpaid.
There shall be no penalty for prepayment. The amount of any payment shall first
be applied to the payment of any interest which is due.
In the event that the Bank reasonably determines that by reason of (1)
any change arising after the date of this Note affecting the interbank
eurocurrency market or affecting the position of the Bank with respect to such
market, adequate and fair means do not exist for ascertaining the applicable
interest rates by reference to which the Daily LIBOR then being determined is to
be fixed, (2) any change arising after the date of this Note in any applicable
law or governmental rule, regulation or order (or any interpretation thereof,
including the introduction of any new law or governmental rule, regulation or
order), or (3) any other circumstance affecting the Bank or the interbank market
(such as, but not limited to, official reserve requirements required by
Regulation D of the Board of Governors of the Federal Reserve System), the Daily
LIBOR plus the applicable spread shall not represent the effective pricing to
the Bank of accruing interest based upon the Daily LIBOR, then, and in any such
event, interest shall accrue hereunder as of the effective date of any such
determination at a rate calculated with reference to the Prime Commercial Rate
(as set forth above) and the ability of the undersigned to request that interest
accrue hereunder based upon the Daily LIBOR shall be suspended until the Bank
shall notify the undersigned that the circumstances causing such suspension no
longer exist.
In the event that on any date the Bank shall have reasonably determined
that accruing interest hereunder based upon the Daily LIBOR has become unlawful
by compliance by the Bank in good faith with any law, governmental rule,
regulation or order, then, and in any such event, the Bank shall promptly give
notice thereof to the undersigned. In such case, the ability of the undersigned
to request that interest accrue hereunder based upon the Daily LIBOR shall be
terminated and, when required by law, interest will accrue hereunder based upon
the Prime Commercial Rate.
If, due to (1) the introduction of or any change in or in the
interpretation of any law or regulation, (2) the compliance with any guideline
or request from any central bank or other public authority (whether or not
having the force of law), or (3) the failure of the undersigned to pay any
amount when required by the terms of this Note, there shall be any loss or
increase in the cost to the Bank of accruing interest hereunder based upon the
Daily LIBOR, if applicable, then the undersigned agree that the undersigned
shall, from time to time, upon demand by the Bank, pay to the Bank additional
amounts sufficient to compensate the Bank for such loss or increased cost. A
certificate as to the amount of such loss or increase cost, submitted to the
undersigned by the Bank, shall be conclusive evidence, absent manifest error, of
the correctness of such amount.
MANNER OF PAYMENT
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The Principal Sum shall be due and payable on April 30, 2002, and at
maturity, whether by demand, acceleration or otherwise. Accrued interest shall
be due and payable monthly beginning on May 15, 2000, and continuing on the 15th
day of each month thereafter, and at maturity, whether by demand, acceleration
or otherwise.
LATE CHARGE
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Any installment or other payment not made within 10 days of the date
such payment or installment is due shall be subject to a late charge equal to 5%
of the amount of the installment or payment.
SECURITY
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This Note is secured by the security interests, assignments, and
mortgages granted and/or referenced in the Loan Agreement and by the security
interests, assignments, and mortgages granted pursuant to one or more collateral
security documents executed and delivered to the Bank after October 22, 1999.
DEFAULT
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Upon the occurrence of any of the following events:
(a) the undersigned fails to make any payment of interest or
of the Principal Sum on or before the date such payment is due;
(b) an "Event of Default" under the Loan Agreement shall have
occurred;
then the Bank may, at its option, without notice or demand, accelerate the
maturity of the obligations evidenced hereby, which obligations shall become
immediately due and payable. In the event the Bank shall institute any action
for the enforcement or collection of the obligations evidenced hereby, the
undersigned agrees to pay all costs and expenses of such action, including
reasonable attorneys' fees, to the extent permitted by law.
GENERAL PROVISIONS
------------------
The undersigned, and any indorser, surety, or guarantor, hereby
severally waive presentment, notice of dishonor, protest, notice of protest, and
diligence in bringing suit against any party hereto, and consent that, without
discharging any of them, the time of payment may be extended an unlimited number
of times before or after maturity without notice. The Bank shall not be required
to pursue any party hereto, including any guarantor, or to exercise any rights
against any collateral herefor before exercising any other such rights.
No waiver of any term or condition of this Note shall be effective
unless in writing and signed by the party giving or granting the waiver. No
amendment of any term or condition of this Note shall be effective unless in
writing and signed by the undersigned and the Bank. No failure or delay on the
part of the Bank in exercising any right, power or privilege under this Note,
related loan documents or law, nor any course of dealing, shall operate as a
waiver of any such right, power or privilege or preclude any other or further
exercise thereof or of any other right, power or privilege.
The undersigned agrees that, to the extent that the undersigned makes a
payment or payments to the Bank, or the Bank receives any proceeds of collateral
security, which payment or payments or proceeds or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid to any of the undersigned, its estate, trustee,
receiver or any other party, including without limitation any guarantor, under
any bankruptcy or insolvency law, or under any other state or federal law,
common law or equitable cause, then to the extent of such payment or repayment,
the obligations under this Note, or the part thereof which has been paid,
reduced or satisfied by such amount, shall be reinstated and continued in full
force and effect as of the date such initial payment, reduction or satisfaction
occurred.
The obligations evidenced hereby may from time to time be evidenced by
another note or notes given in substitution, renewal or extension hereof. Any
security interest or mortgage which secures the obligations evidenced hereby
shall remain in full force and effect notwithstanding any such substitution,
renewal, or extension.
The captions used herein are for references only and shall not be
deemed a part of this Note. If any of the terms or provisions of this Note shall
be deemed unenforceable, the enforceability of the remaining terms and
provisions shall not be affected. This Note shall be governed by and construed
in accordance with the law of the State of Ohio, without regard to the conflicts
of law principles thereof.
WAIVER OF RIGHT TO TRIAL BY JURY
--------------------------------
THE UNDERSIGNED HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF
ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (1) ARISING UNDER THIS NOTE OR ANY
OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH, OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE UNDERSIGNED OR THE BANK WITH RESPECT TO THIS NOTE OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH,
OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING
OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND
THE UNDERSIGNED HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THE
UNDERSIGNED OR THE BANK MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE UNDERSIGNED TO
THE WAIVER OF THE RIGHT OF THE UNDERSIGNED TO TRIAL BY JURY.
WARRANT OF ATTORNEY
-------------------
The undersigned authorizes any attorney at law to appear in any Court
of Record in the State of Ohio or in any state or territory of the United States
after the above indebtedness becomes due, whether by acceleration or otherwise,
to waive the issuing and service of process, and to confess judgment against the
undersigned in favor of the Bank for the amount then appearing due together with
costs of suit, and thereupon to waive all errors and all rights of appeal and
stays of execution.
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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 HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY
OTHER CAUSE.
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PECO II, INC.
By:
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Its:
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By:
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Its:
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Schedule 9(a)
1. Second Amended and Restated Revolving Note
2. Open-End Mortgage, Assignment of Rents and Security Agreement - Fourth
Modification Agreement (Franklin County, Ohio property)
3. Open-End Mortgage, Assignment of Rents and Security Agreement - Fifth
Amendment (Xxxxxxxx County, Ohio Property)
4. First Amendment to Deed of Trust (Dallas County, Texas property)
EXHIBIT C
SCHEDULE OF BUSINESS LOCATIONS
0000 Xxxxx Xxxxx 000
Xxxxxx, Xxxx 00000*
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx
00 Xxxx Xxxxxx
Xxxxxx, Xxx Xxxxxxxxx
0000 X. Xxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxx 00000
00000 Xxxx Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
0000 X. 00/xx/ Xxxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
______________________
______________________
Dallas, Texas _____
* Chief Executive Office
