(a) | No Event of Default (as such term is defined in Section 8 of the Agreement) or event or
condition which, with the lapse of time or giving of notice or both, would constitute an
Event of Default exists on the date hereof. |
(b) | The person executing this Amendment is a duly elected and acting officer of
each Borrower and is duly authorized by the Board of Directors of such Borrower to
execute and deliver this Amendment on behalf of such Borrower. |
(a) | At Bank’s request, the Bank shall have been furnished copies, certified by the
Secretary or Assistant Secretary of Borrowers, of resolutions of the Board of Directors
of each Borrower authorizing the execution of this Amendment and all other documents
executed in connection herewith (which resolutions will be in the form reasonably
acceptable to Bank). |
(b) | The representations and warranties of Borrowers in Section 3 hereof shall be
true and correct on the date of execution of this Amendment. |
(c) | Borrowers shall pay the $2,000 covenant waiver fee to the Bank and shall pay
all expenses and attorneys’ fees incurred by Bank in connection with the preparation,
execution and delivery of this Amendment and related documents. |
(a) | Except as expressly modified hereby, the Agreement remains unaltered and in
full force and effect. Borrowers acknowledge that Bank has made no oral
representations to Borrowers with respect to the Agreement and this Amendment thereto
and that all prior understandings between the parties are merged into the Agreement as
amended by this writing. All Loans outstanding on the date of execution of this
Amendment shall be considered for all purposes to be Loans outstanding under the
Agreement as amended by this Amendment. |
(b) | Capitalized terms used and not otherwise defined herein will have the meanings
set forth in the Agreement. |
(c) | Nothing contained herein will be construed as waiving any default or Event of
Default under the Agreement or will affect or impair any right, power or remedy of the
Bank under or with respect to the Loans, the Agreement, or any other agreement or
instrument guaranteeing, securing or otherwise relating to the Loans. |
(d) | This Amendment shall be considered an integral part of the Agreement, and all
references to the Agreement in the Agreement itself or any document referring thereto
shall, on and after the date of execution of this Amendment, be deemed to be references
to the Agreement as amended by this Amendment. |
(e) | This Amendment will be binding upon and inure to the benefit of Borrowers and
Bank and their respective successors and assigns. |
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(f) | All representations, warranties and covenants made by Borrowers herein will
survive the execution and delivery of this Amendment. |
(g) | This Amendment will, in all respects, be governed and construed in accordance
with the laws of the State of Ohio. |
(h) | This Amendment may be executed in one or more counterparts, each of which will
be deemed an original and all of which together will constitute one and the same
instrument. |
MERIDIAN BIOSCIENCE CORPORATION | MERIDIAN BIOSCIENCE, INC. | |||||||||
By:
|
/s/ John A. Kraeutler
|
By: | /s/ John A. Kraeutler
|
|||||||
Its: | Chief Executive Officer | Its: | Chief Executive Officer | |||||||
OMEGA TECHNOLOGIES, INC. | MERIDIAN LIFE SCIENCE, INC. | |||||||||
By:
|
/s/ John A. Kraeutler | By: | /s/ John A. Kraeutler | |||||||
Its: | Chief Executive Officer | Its: | Chief Executive Officer | |||||||
FIFTH THIRD BANK | ||||||||||
By:
|
/s/ John M. Covington | |||||||||
Its: | Vice President |
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