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Exhibit 10.83

 

Customer No. 2920

 

Note No. 53125

AMENDMENT TO NOTE

 

This Amendment to Note (“Amendment”) is effective as of November 12, 2013, by and between FirstMerit Bank, N.A., (hereafter “Lender”) and OurPet's Company, Virtu Company, and SMP Company Incorporated (hereafter “Borrower”) (Collectively “Parties”).

 

Whereas Lender loaned to the Borrower the sum of $5,000,000.00 evidenced by an Amended and Restated Promissory Note dated June 28, 2011, including any and all amendments thereto (the “Note”); and

 

Whereas, Lender and Borrower desire to modify and amend the terms of the Note which has a principal balance of $1,412,031.93 as of November 7, 2013;

 

Now, therefore, in consideration of the foregoing and of other good and valuable consideration the receipt of which is hereby acknowledged by the Parties hereto, the Note is modified and amended as follows:

 

1.The Borrower’s final payment (“Maturity Date”) of said Note is hereby amended from June 30, 2014 to June 30, 2015.

 

2.Borrower shall continue to make monthly payments of all accrued unpaid interest due as of each payment date. The interest only period of said Note is hereby extended to June 30, 2015. Borrower's final payment will be due on June 30, 2015 and will be for all principal and accrued interest not yet paid, together with any other unpaid amounts under this Note.

 

It is expressly agreed by the Parties that this Amendment does not change any other terms or conditions of the Note not specifically amended herein, and that such terms and conditions not amended shall remain in full force and effect and are expressly applicable to the terms of this Amendment.

 

The undersigned Borrower hereby ratifies and affirms its liability to Lender pursuant to the aforesaid indebtedness and loan relationship, evidenced in part, by this Amendment and agrees that its liability thereon shall continue in full force and effect and represents to Lender that it has no defenses, set-offs, or other claims against Lender. The undersigned Borrower releases and forever discharges Lender, its present and future, directors, officers, employees, agents, attorneys, successors and assigns, of and from, any and all actions, claims, and/or demands (whether these are now known or unknown, or whether these now exist or may hereafter accrue through the date of this Amendment) which said Borrower may hold against Lender, its present and future directors, officers, employees, agents, attorneys, successors and/or assigns, as a result of said Parties’ business , legal and contractual relationship, which in any manner arises under, arises in, or relates to, the indebtedness and loan relationship, evidenced in part, by this Amendment. The undersigned Borrower further agrees that in the event its indebtedness and loan relationship, evidenced in part, by this Amendment, is secured by any lien or security interest, nothing contained herein or done pursuant hereto shall affect such lien or security interest or the priority of the same with regard to other encumbrances. The undersigned Borrower further agrees that the present principal balance of its indebtedness and loan relationship, evidenced by this Amendment to Lender is in the amount stated above.

 

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The undersigned Borrower hereby irrevocably authorizes and empowers any attorney-at-law, including an attorney engaged by Lender, to appear in any court of record and to confess judgment against Borrower for the unpaid amount of the aforesaid Note, as amended, as evidenced by an affidavit signed by an officer of Lender setting forth the amount then due, attorneys’ fees plus costs of suit, and to release all errors, and waive all rights of appeal. If a copy of the aforesaid Note, as amended, verified by an affidavit, shall have been filed in the proceeding, it will not be necessary to file the original as a warrant of attorney. Borrower hereby waives the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect. No single exercise of the foregoing warrant and power to confess judgment will be deemed to exhaust the power, whether or not any exercise shall be held by any court to be invalid, voidable, or void; but the power will continue undiminished and may be exercised from time to time as Lender may elect until all amounts owing on the aforesaid Promissory Note, as amended, have been paid in full. Borrower hereby waives any conflict of interest that an attorney engaged by Lender may have in acting on behalf of Borrower in confessing judgment against Borrower while such attorney is engaged by Lender. Borrower expressly consents to such attorney acting for Borrower, in confessing judgment.

 

IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Amendment to Note as of the day and year first written above.

 

 

 

NOTICE: FOR THIS NOTICE “YOU’ MEANS THE BORROWER AND “CREDITOR”AND “‘HIS” MEANS LENDER.

 

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.

 

 

BORROWER:    
     
OurPet's Company    
     
By:    /s/Steven Tsengas   11/12/2013
  Steven Tsengas, President   Date
     
Virtu Company    
     
By:   /s/Steven Tsengas   11/12/2013
  Steven Tsengas, President   Date
     
SMP Company Incorporated    
     
By: /s/Steven Tsengas   11/12/2013
  Steven Tsengas, President   Date
     
GUARANTOR:    
     
By: /s/Steven Tsengas   11/12/2013
  Steven Tsengas, an Individual   Date
     
By: /s/Evangelia Tsengas-   11/12/2013
  Evangelia Tsengas, an Individual   Date
     
LENDER:    
FirstMerit Bank, N.A.    
     
By: /s/Eric Stropkay   11/12/13
  Eric Stropkay, Vice President   Date

 

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