EXHIBIT 10 (c)
PEOPLES BANCORP INC. ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 31, 1994
AMENDED AND RESTATED NOTE
$1,950,000.00 December 12, 1991
First Amendment and Restatement September 16, 1992
Second Amendment and Restatement June 30, 1994
On or before December 31, 1996 (hereinafter referred to as "Due
Date"), the undersigned (the "Company") for value received,
promises to pay to the order of THE FIFTH THIRD BANK
(hereinafter referred to as "Bank" or "Holder") at its main
office in Cincinnati, Ohio, the sum of $1,950,000 (hereinafter
referred to as the "Borrowing").
The principal amount outstanding hereunder shall bear interest
at a rate per annum equal to the "Prime Rate" (the rate
announced by Bank from time to time) minus one-half of one
percent (.5%) on the above effective date hereof. In the event
of a change in the said Prime Rate, such change shall become
immediately effective.
So long as no event of default has occurred, the term of this
Note may be extended for seven (7) additional one year periods
as long as Borrower requests such extension at least thirty (30)
days prior to the then existing maturity date hereof and Bank
consents to each such extension in writing which consent shall
be granted or denied in Bank's sole discretion.
The principal amount of this Note, if extended beyond its
original term, shall be payable in 15 semi-annual installments,
the first 14 installments shall be due as follows:
Due Date Principal Amount
------------------- ----------------
December 31, 1994 $130,000
December 31, 1997 $130,000
June 30, 1995 $130,000
June 30, 1998 $130,000
December 31, 1995 $130,000
December 31, 1998 $130,000
June 30, 1996 $130,000
June 30, 1999 $130,000
December 31, 1996 $130,000
December 31, 1999 $130,000
June 30, 1997 $130,000
June 30, 2000 $130,000
December 31, 2000 $130,000
June 30, 2001 $130,000
In the event this Note is extended beyond its original term,
the 15th and final installment shall be due and payable on
December 31, 2001, and shall be in the amount of all unpaid
principal and accrued interest. Accrued interest shall be
billed and payable quarterly in arrears, on the first day of
each calendar quarter commencing October 1, 1994. Nothing
contained herein shall be deemed to be a commitment by the Bank
to extend the term of this Note beyond December 31, 1996.
This Note shall be secured by 16,000 shares (100%) of common
stock of The First National Bank of Southeastern Ohio, pursuant
to a Pledge Agreement dated of even date herewith.
The undersigned covenants and agrees with respect to itself and
its subsidiaries that from the date hereof and while this Note
of the undersigned shall be outstanding, it will:
(a) Maintain efficient accounting and cost records in
accordance with sound accounting practice; and furnish to the
Bank not later than ninety (90) days after the close of its
fiscal year and audited financial report of the undersigned and
its subsidiaries in detail prepared in accordance with generally
accepted accounting principles, consistently applied, by an
independent public accountant acceptable to the Bank showing in
form and detail satisfactory to the Bank the financial condition
and results of operations of the undersigned and its
subsidiaries and quarterly balance sheets and operating
statements as prepared by the undersigned's own accounting
department for the Company and certified by an officer of the
undersigned to be correct, not later than thirty (30) days after
the close of each quarter (except the last quarter of the
undersigned's fiscal year) and furnish such additional
information as the Bank may deem necessary and from time to time
request;
(b) Permit the Bank or such persons as the Bank may
designate to visit and inspect any of the properties of the
undersigned or its subsidiaries, examine the books of account
and review the affairs, finances and accounts of the undersigned
or any subsidiary with its officers, all at the Bank's expense
and at reasonable times; and
(c) Maintain ownership of the stock of the undersigned such
that no change occurs in the owners currently holding the
majority thereof.
EVENTS OF DEFAULT
This obligation, and all other obligations of the undersigned
to Holder, shall be and become immediately due and payable at
the option of the Holder, without any demand or notice
whatsoever, upon the occurrence of any of the following
described events, each of which shall constitute a default:
1. Any failure to make any payment when due of the principal or
interest on this obligation, or the occurrence of any Event of Default
as therein defined on any other obligation for borrowed money of the
undersigned.
2. The death or dissolution of the undersigned or, if the undersigned
is a partnership, the death or dissolution of a general partner.
3. Any failure to submit to Holder current financial information upon
request.
4. The creation of any lien (except the lien to Bank herein
created) or the issuance of an attachment against any of the property
of, or the entry of a judgment against, the undersigned.
5. In the reasonable judgment of Holder, any adverse change occurs in the
ability of the undersigned to repay this debt, or the Holder deems itself
reasonably insecure.
6. An assignment for the benefit of the creditors of, or the commencement
of any bankruptcy, receivership, insolvency, reorganization, or
liquidation proceedings by or against the undersigned or any endorser or
guarantor hereof.
7. The institution of any garnishment proceedings by attachment, levy
or otherwise against any deposit balance maintained or any property
deposited with the Holder hereof by the undersigned or any endorser or
guarantor hereof.
8. Holder has reasonably called for additional security and the
undersigned has not furnished satisfactory additional security on demand.
Upon the occurrence of any Event of Default herein described,
Holder may, at its option and with 10 days notice to the
undersigned, (except that such notice period shall not be
applicable to an Event of Default occurring pursuant to
paragraph 1 above) declare this note and all other liabilities
of the undersigned, to be fully due and payable in their
aggregate amount together with accrued interest.
In addition to any other remedy permitted by law, the Holder
shall have a lien on and a security interest in the deposit
balance of any of the undersigned, and may at any time, without
notice, apply the same to this Note or such other liabilities,
whether due or not, and Holder may, at its option, proceed to
enforce and protect its rights by an action at law or in equity
or by any other appropriate proceedings. Notwithstanding any
other legal or equitable rights of Holder, Holder, in the event
of default, is (a) hereby irrevocably appointed and constituted
attorney in fact, with full power of substitution, to exercise
all rights of ownership with respect to Collateral including,
but not limited to, the right to collect all income or other
distribution arising from and to exercise all voting rights
connected with Collateral; and (b) is hereby given full power to
collect, sell, assign, transfer and deliver all of said
Collateral or any part thereof, or any substitutes therefore, or
any additions thereto, through any private or public sale
without either demand or notice to the undersigned, or any
advertisement, the same being hereby expressly waived, at which
sale Holder is authorized to purchase said property or any part
thereof, free from any right of redemption on the part of the
undersigned, which is hereby expressly waived and released. In
case of sale for any cause, after deducting all costs and
expenses of every kind, Holder may apply, as it shall deem
proper, the residue to the proceeds of such sale toward the
payment of any one or more or all of the liabilities of the
undersigned, whether due or not due, to Holder, after such
application and the return of any surplus, the undersigned
agrees to be and remains liable to Holder for any and every
deficiency after application as aforesaid upon this and any
other liability.
If this Note is not paid in full at maturity (whether by
acceleration or otherwise) or within ten (10) days thereafter,
Holder may increase the above stated interest rate by 6%. Under
no circumstances shall said interest rate be raised to a rate
which shall be in excess of the maximum rate of interest
allowable under the state and/or federal usury laws in force at
the time of such change.
WAIVER
No failure on the part of the Holder to exercise any of its
rights hereunder shall be deemed a waiver of any such rights or
of any default. Demand, presentment, protest, notice of
dishonor and notice of default are hereby waived. The
undersigned agrees to pay all costs of collection, including
reasonable attorneys fees, upon default.
IN WITNESS WHEREOF, the undersigned has caused its name to be
signed by its duly authorized officers as of the date hereof.
PEOPLES BANCORP, INC.
By: /s/ JOHN W. CONLON
John W. Conlon
Its: Chief Financial Officer
RESOLUTION
RESOLVED, that Peoples Bancorp Inc. hereby consents to the
issuance of a renewal of the Term Note in the sum of
$1,950,000.00 to Fifth Third Bank with interest at the current
rate of 6.75%, at Fifth Third Prime minus 50 basis points,
variable. Said note shall be for a term of two and one-half (2
1/2) years.
FURTHER RESOLVED, that Robert E. Evans, President and Chief
Executive Officer, and John W. Conlon, Chief Financial Officer,
separately or jointly, shall be, and hereby are, authorized and
directed to execute in the name and on behalf of the Corporation
the Term Note with Fifth Third Bank with such changes therein or
additions thereto as the officers signing the same and counsel
deem advisable.
/s/ ROBERT E. EVANS
Robert E. Evans, President and Chief Executive Officer
/s/ JOHN W. CONLON
John W. Conlon
Chief Financial Officer
I certify that the forgoing was adopted by the Board of
Directors of Peoples Bancorp Inc., was enacted in accordance
with the By-Laws of said Corporation and recorded in its minutes
at a meeting of said Board at which a quorum was present on the
16th day of June, 1994.
/s/ RUTH I. OTTO
Ruth I. Otto
Corporate Secretary