Exhibit 10.47
PROMISSORY NOTE
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Principal
$800,000.00
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Loan Date
09-17-2009
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Maturity
09-17-2012
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Loan No
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Call / Coll
04A0/5 / BL1
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Account
2920
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Officer
EPH
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Initials
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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.
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Borrower:
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OURPET’S COMPANY
1300 EAST STREET
FAIRPORT HARBOR, OH 44077
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Lender:
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FIRSTMERIT BANK, N.A.
COMMERCIAL BANKING #36300
7800 REYNOLDS ROAD
MENTOR, OH 44060
(440) 953-2173
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Principal
Amount: $800,000.00
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Date of Note: September 17,
2009
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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