alea-institute/kl3m-data-sample-004-shuffled huggingface dataset:
**Exhibit 4.9**

 

TERM NOTE

 
| $3,000,000 |   | February 19, 2002 |   |
|------------|--------|-----------------------------|--------|

 

FOR VALUERECEIVED, AIRNET SYSTEMS, INC., an Ohio Corporation (the "Company"),hereby unconditionally promises to pay to the order of BANK ONE, NA, a nationalbanking association (the "Bank"), at the principal banking office ofthe Bank in lawful money of the United States of America and in immediatelyavailable funds, the principal sum of Three Million Dollars ($3,000,000),payable in sixty equal monthly installments in the amount of $50,000 payable oneach Interest Payment Data and on the Maturity Date, unless earlier paymentpayable is required, when the entire outstanding principal balance of the TermLoan evidenced hereby, and all accrued interest thereon, shall be due andpayable; and to pay interest on the unpaid principal balance hereof from timeto time outstanding, in like money and funds, for the period from the datehereof until such Term Loan shall be paid in full, at the rate per annum and onthe dates provided the Term Loan Agreement referred to below.

 

The Companyand each endorser or guarantor hereof waives demand, presentment, protest,diligence, notice of dishonor and any other formality in connection with thisTerm Note.  Should the indebtednessevidenced by this Term Note or any part thereof be collected in any proceedingor be placed in the hands of attorneys for collection, the Company agrees topay, in addition to the principal, interest and other sums due and payablehereon, all costs of collecting this Term Note, including attorneys fees,expenses.

 

This Term Noteevidences a term Loan made under a Term Loan Agreement, dated as of the datehereof (as amended or modified from time to time, the "Term LoanAgreement"), by and between the Company and the Bank to which reference ishereby made for a statement of the circumstances under which this Term Note issubject to prepayment and under which its due date may be accelerated.  Capitalized terms used but not defined inthis Term Note shall have the respective meanings assigned to them in the TermLoan Agreement.

 

This Term Noteis made under, and shall be governed by in accordance with, the laws of theState of Ohio applicable to contracts made and to be performed entirely withinsuch State and without giving effect to choice of law principles of such State.

 
|   | AIRNET  SYSTEMS, INC. |
|--------|-----------------------|
|   |                  |
|   |                  |
|   | By:                   |   | /s/William R. Sumser |
|   |                  | Its: | CFO |
|        |                       |  |  |  |

 

----
EXHIBIT 31.1



CERTIFICATIONS



I, Lynda L. Regan, Chief Executive Officer of Regan Holding Corp., certify that:



1.

I have reviewed this annual report on Form 10-K of Regan Holding Corp.;



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.

The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:



a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



b.

Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



c.

Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and



5.

The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):



a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and



b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.



Date:  April 2, 2007

By: /s/ Lynda L. Regan

Lynda L. Regan

Chairman and Chief Executive Officer
<TABLE> <S> <C>


<ARTICLE>                     5
<CURRENCY>                    UK Pounds Sterling
       
<S>                             <C>
<PERIOD-TYPE>                   12-mos
<FISCAL-YEAR-END>                              Oct-31-1997
<PERIOD-END>                                   Oct-31-1997
<EXCHANGE-RATE>                                1.6743
<CASH>                                         15,626
<SECURITIES>                                        0
<RECEIVABLES>                                   4,432
<ALLOWANCES>                                       34
<INVENTORY>                                     2,929
<CURRENT-ASSETS>                               24,454
<PP&E>                                          2,266
<DEPRECIATION>                                  1,174
<TOTAL-ASSETS>                                 32,509
<CURRENT-LIABILITIES>                           2,787
<BONDS>                                             0
<PREFERRED-MANDATORY>                               0
<PREFERRED>                                         0
<COMMON>                                       18,321
<OTHER-SE>                                      8,713
<TOTAL-LIABILITY-AND-EQUITY>                   32,509
<SALES>                                        17,676
<TOTAL-REVENUES>                                    0
<CGS>                                           8,830
<TOTAL-COSTS>                                       0
<OTHER-EXPENSES>                                7,496
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                                  0
<INCOME-PRETAX>                                 2,863
<INCOME-TAX>                                      676
<INCOME-CONTINUING>                                 0
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                    2,187
<EPS-PRIMARY>                                       0
<EPS-DILUTED>                                       0
        


</TABLE>
##### 



Exhibit 10.1
 STOCK OPTION AGREEMENT  Director Option  2004 Stock Incentive Plan
  WITNESSETH
    Defined Terms
 Grant of OPTION
 Terms and Conditions of the OPTION
 Exercise Price
 Exercise of the OPTION
     27




---



##### 



OPTION Term
 Method of Exercise
 Adjustments upon Changes in the COMMON SHARES
   Acceleration of OPTION upon Occurrence of Certain Events
 28




---



##### 



Non-Assignability of OPTION
 Exercise After Termination of Service as a Director of the COMPANY
     Limits on Exercisability of the OPTION; Forfeiture of Exercised Portion of the
OPTION.
 29




---



##### 



Buy Out of OPTION
 Restrictions on Transfers of COMMON SHARES
  Rights of the OPTIONEE as a Shareholder
 PLAN as Controlling
 Governing Law
 Rights and Remedies Cumulative
 30




---



##### 



Captions
 Severability
 Number and Gender
 Entire Agreement
 Successors and Assigns of the COMPANY
 
 31




---



##### 



COMPANY:AIRNET SYSTEMS, INC.By:
    
    /s/ Joel E. BiggerstaffPrinted Name: Joel E. BiggerstaffTitle: Chief Executive Officer and President
 OPTIONEE:Printed Name of OPTIONEESignature of OPTIONEEStreet AddressCity              
                  
             State     
      
                  
                Zip CodeTelephone Number
 32
exv10w4









Exhibit 10.4




     In December 2008, the shares available under the Power Integrations
1997 Outside Directors Stock Option Plan (the “Directors Plan”) will run out,
and there will not be sufficient shares to fully grant the last grant to be made
under the Directors Plan. By determination of the Board of Directors, at such time
of the last grant to be made under the Directors Plan, the shares unable to be
granted will be granted out of the Power Integrations 2007 Equity Incentive Plan
(the “2007 Plan”).



     Beginning in 2009, initial and annual grants will be made to outside directors
under the Power Integrations 2007 Plan as follows (the “Directors Compensation
Program”):



     1. each current participant and each individual who would be eligible to
participate in the Directors Plan shall be a participant in the Directors
Compensation Program;



     2. the initial and annual options that would have been granted to the company’s
outside directors under the Directors Plan shall be granted using the shares
available for issuance under the 2007 Plan; provided, however, that the size of the
initial and annual options to be granted under the Directors Compensation Program
shall be 24,000 shares and 8,000 shares, respectively;



     3. the initial and annual option grants shall be granted automatically without
any further action by the Board or committee thereof, on such dates as would have
been granted under the Directors Plan;



     4. the initial and annual options granted under the Directors Compensation
Program shall be made pursuant to a Non-Statutory Initial Stock Option Agreement and
Non-Statutory Annual Stock Option Agreement in the forms approved by the Board;



     5. the exercise price per share for the initial and annual options to be
granted under the Directors Compensation Program shall be the Fair Market Value of a
share of the Company’s Common Stock on the grant date as determined in accordance
with the Option Agreements;



     6. notwithstanding the differences in the sizes of the initial and annual
option grants, the respective terms and conditions (including vesting schedules) of
the options granted under the Directors Compensation Program shall be identical to
the respective terms and conditions of the options that would have been granted
under the Directors Plan except as set forth in the Option Agreements; and



     7. the Directors Compensation Program shall terminate upon the approval of an
increase in the share reserve of the Directors Plan or adoption of a similar plan by
the Board and stockholders of the Company, or otherwise at the discretion of the
Board or the Compensation Committee.
##### 



EXHIBIT 32.1

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Digene Corporation (the
Company) on Form-10-Q for the fiscal quarter ended September 30, 2003 as
filed with the Securities and Exchange Commission on the date hereof (the
Report), I, Evan Jones, Chief Executive Officer of the Company, certify,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
1350 that, to my knowledge:



| | 1. |  | The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended;
and                  
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | The information contained in the Report fairly presents, in
all material respects, the financial condition and result of
operations of the Company.

| |                        
| | -----------------------
| | /s/    Evan Jones      
| |                        
| | Evan Jones             
| | Chief Executive Officer
| | November 10, 2003
Exhibit 11



                             OPEN PLAN SYSTEMS, INC.

          EXHIBIT 11 - Statement Re: Computation of Per Share Earnings
                  (amounts in thousands, except per share data)

<TABLE>
<CAPTION>


                                                                       Three Months Ended
                                                                            March 31,
                                                                    2002                 2001
                                                            ------------------------------------------
<S>                                                           <C>                  <C>
Weighted average shares outstanding during the period
   period                                                             4,337                4,339

Assumed exercise of options less assumed
   acquisition of shares                                                  -                    -
                                                            ------------------------------------------
Total                                                                 4,337                4,339
                                                            ==========================================


Net (loss) income used in computation                         $        (838)       $        (981)
                                                            ==========================================

(Loss)  income per common share                               $        (.19)       $        (.23)
                                                            ==========================================

</TABLE>
<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          OCT-02-1998
<PERIOD-END>                               OCT-02-1998
<CASH>                                       1,035,466
<SECURITIES>                                         0
<RECEIVABLES>                               17,095,605
<ALLOWANCES>                                  (372,000)
<INVENTORY>                                 14,102,837
<CURRENT-ASSETS>                            33,709,747
<PP&E>                                      12,637,107
<DEPRECIATION>                              (7,574,023)
<TOTAL-ASSETS>                              54,803,615
<CURRENT-LIABILITIES>                        8,464,938
<BONDS>                                              0
<PREFERRED-MANDATORY>                           92,432
<PREFERRED>                                          0
<COMMON>                                             0
<OTHER-SE>                                  41,085,280
<TOTAL-LIABILITY-AND-EQUITY>                54,803,615
<SALES>                                     97,291,991
<TOTAL-REVENUES>                            97,291,991
<CGS>                                       59,565,815
<TOTAL-COSTS>                               30,569,647
<OTHER-EXPENSES>                               840,763
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                            (473,899)
<INCOME-PRETAX>                              7,523,393
<INCOME-TAX>                                 2,559,082
<INCOME-CONTINUING>                          4,964,311
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 4,964,311
<EPS-PRIMARY>                                     0.62
<EPS-DILUTED>                                     0.60
        


</TABLE>
<TABLE> <S> <C>

<PAGE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FINANCIAL STATEMENTS INCLUDED IN THIS ANNUAL REPORT ON FORM 10-K AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                          11,474
<SECURITIES>                                    35,649
<RECEIVABLES>                                   20,605
<ALLOWANCES>                                     2,869
<INVENTORY>                                          0
<CURRENT-ASSETS>                                71,386
<PP&E>                                          12,560
<DEPRECIATION>                                   4,846
<TOTAL-ASSETS>                                  94,749
<CURRENT-LIABILITIES>                           20,922
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           145
<OTHER-SE>                                      73,259
<TOTAL-LIABILITY-AND-EQUITY>                    94,749
<SALES>                                         31,635
<TOTAL-REVENUES>                                31,635
<CGS>                                                0
<TOTAL-COSTS>                                    9,810
<OTHER-EXPENSES>                                26,494
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                (3,503)
<INCOME-TAX>                                   (1,045)
<INCOME-CONTINUING>                            (2,458)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (2,458)
<EPS-BASIC>                                      (.17)
<EPS-DILUTED>                                    (.17)


</TABLE>
Exhibit 32.1


       CERTIFICATION OF CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
           PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of Moller International (the "Company") on
Form 10-KSB for the year ended June 30, 2006 as filed with the Securities and
Exchange commission on the date hereof (the "Report), Paul S. Moller, as Chief
Executive Officer of the Company hereby certifies, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to
the Best of his knowledge, that:


(1) The Report fully complies with the requirements of section 13(a) of the
Securities Exchange Act of 1934; and


(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


Date: November 2, 2006


Signed:


/s/ Paul S. Moller
------------------

CEO and President
Amendment to Five-Year Competitive Advance & Revolving Credit Facility Agreement



 Exhibit 10.4 to 2008 10-Q 
 AMENDMENT AGREEMENT 
 August 11, 2008 
 Ladies and Gentlemen: 
 Reference is made to our Five-Year
Competitive Advance and Revolving Credit Facility Agreement dated as of October 20, 2006 (the “Credit Agreement”), among Convergys Corporation (the “Company”), the several lenders party thereto (the
“Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent, Citicorp USA, Inc., as Syndication Agent; and Deutsche Bank AG, New York Branch and PNC Bank, National Association, as Co-Documentation Agents, as amended and in
effect on the date hereof. Each capitalized term used and not otherwise defined herein has the meaning assigned to such term in the Credit Agreement. 
 An ambiguity exists in the Credit Agreement creating potentially conflicting interpretations of Section 5.08 of the Credit Agreement and Section 3.12 of the Credit Agreement. To resolve this ambiguity, we
hereby request your consent as a Lender under the Credit Agreement to an amendment and restatement of Section 3.12 of the Credit Agreement to read as follows: 
 SECTION 3.12. Use of Proceeds. Neither the Borrower nor any Subsidiary is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of Regulation T, U or X of the Board). No part of the proceeds of any Loan will be
used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U, and X. 
 Please confirm your consent to the above amendment by countersigning and returning the attached signature page. 
 This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York. 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed by their
respective authorized officers as of the day and year first above written. 
  

			
	CONVERGYS CORPORATION,
		
	By:	 	/s/ Timothy M. Wesolowski
		 	Senior Vice President, Controller & Treasurer


 [Document signed by: JPMorgan Chase Bank, N.A; CitiBank, N.A.; The Bank of Nova Scotia; PNC Bank, N.A.;
Wachovia Bank, NA; Deutsche Bank AG, New York Branch; Fifth Third Bank; U.S. Bank NA; Wells Fargo Bank NA; UBS Loan Finance LLC; and National City Bank] 
  

					
		 	Lender Signature Page to the Amendment Agreement dated as of August 11, 2008, to the Five-Year Competitive Advance and Revolving Credit Facility Agreement, dated as of
October 20, 2006, among Convergys Corporation, the several lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.
		
	 Name of Lender:
	 	 
			
		 	by	 	 
		 		 	Name:
		 		 	Title:
		
		 	[If a second signature is required by the Lender:]
			
		 	by	 	 
		 		 	Name:
		 		 	Title: