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PROMISSORY NOTE

Promissory Note

PROMISSORY NOTE | Document Parties: OURPETS CO | FIRSTMERIT BANK, NA | PAY OURPET'S COMPANY You are currently viewing:
This Promissory Note involves

OURPETS CO | FIRSTMERIT BANK, NA | PAY OURPET'S COMPANY

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Title: PROMISSORY NOTE
Date: 9/23/2009
Industry: Retail (Specialty)     Sector: Services

PROMISSORY NOTE, Parties: ourpets co , firstmerit bank  na , pay ourpet's company
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Exhibit 10.47

PROMISSORY NOTE

 

Principal

$800,000.00

 

Loan Date

09-17-2009

 

Maturity

09-17-2012

 

Loan No

 

Call / Coll

04A0/5 / BL1

 

Account

2920

 

Officer

EPH

 

Initials

References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations.

 

Borrower:

  

OURPET’S COMPANY

1300 EAST STREET

FAIRPORT HARBOR, OH 44077

  

Lender:

  

FIRSTMERIT BANK, N.A.

COMMERCIAL BANKING #36300

7800 REYNOLDS ROAD

MENTOR, OH 44060

(440) 953-2173

 

 

 

 

Principal Amount: $800,000.00

 

Date of Note: September 17, 2009

PROMISE TO PAY. OURPET’S COMPANY (“Borrower”) promises to pay to FIRSTMERIT BANK, N.A. (“Lender”), or order, in lawful money of the United States of America, the principal amount of Eight Hundred Thousand & 00/100 Dollars ($800,000.00), together with interest on the unpaid principal balance from September 17, 2009, calculated as described in the “INTEREST CALCULATION METHOD” paragraph using an Interest rate of 4.610% per annum based on a year of 360 days, until paid in full. The interest rate may change under the terms and conditions of the “INTEREST AFTER DEFAULT” section.

PAYMENT. Borrower will pay this loan in 36 payments of $23,858.98 each payment. Borrower’s first payment is due October 17, 2009, and all subsequent payments are due on the same day of each month after that. Borrower’s final payment will be due on September 17, 2012, and will be for all principal and all accrued interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; and then to any late charges. Borrower will pay Lender at Lender’s address shown above or at such other place as Lender may designate in writing.

INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method.

PREPAYMENT PENALTY. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Upon prepayment of this Note, Lender is entitled to the following prepayment penalty: BORROWER SHALL PAY THE FOLLOWING PERCENTAGE OF THE OUTSTANDING PRINCIPAL BALANCE AT THE TIME OF PREPAYMENT IF THIS NOTE IS PREPAID IN FULL “(WHETHER BY WAY OF A PREPAYMENT OR A PAYMENT FOLLOWING ANY ACCELERATION OF THE DUE DATE THEREOF):” 3% IF PREPAID DURING THE FIRST YEAR FROM THE DATE HEREOF OR DURING THE FIRST YEAR AFTER AN INTEREST RATE CHANGE; 2% IF PREPAID DURING THE SECOND YEAR FROM THE DATE HEREOF OR DURING THE SECOND YEAR AFTER AN INTEREST RATE CHANGE; 1% IF PREPAID DURING THE THIRD YEAR FROM THE DATE HEREOF OR DURING THE THIRD YEAR AFTER AN INTEREST RATE CHANGE. Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower’s making fewer payments. Borrower agrees not to send Lender payments marked “paid in full”, “without recourse”, or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender’s rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: FIRSTMERIT BANK, N.A.; COMMERCIAL BANKING #36300; 7800 REYNOLDS ROAD; MENTOR, OH 44060.

LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 7.000% of the regularly scheduled payment or $35.00, whichever is greater.

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by 6.000 percentage points. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law.

DEFAULT. Each of the following shall constitute an event of default (“Event of Default”) under this Note:

Payment Default. Borrower fails to make any payment when due under this Note.

Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.

Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s property or Borrower’s ability to repay this Note or perform Borrower’s obligations under this Note or any of the rel


 
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