Amendment to Note



  
 Exhibit 10.52

 Customer No. 2920 
 Note
No. 53125 
 AMENDMENT TO NOTE 
 This Amendment to Note (“Amendment”) is effective as of October 15, 2010, by and between FirstMerit Bank, N.A., (hereafter “FMB” or “Lender”) and Ourpet’s
Company (hereafter “Borrower”) (Collectively “Parties”). 
 Whereas FMB loaned to the Borrower the sum of $2,000,000.00
evidenced by a Note dated July 13, 2006, including any and all amendments thereto (the “Note”); and 
 Whereas, FMB and Borrower
desire to modify and amend the terms of the Note which has a principal balance of $1,634,000.00 as of October 14, 2010; 
 Now, therefore,
in consideration of the foregoing and of other good and valuable consideration the receipt of which is hereby acknowledged by the Parties hereto, the Note is modified and amended to read as follows: 

 

	 	1.	The section of said Note titled “PROMISE TO PAY” is hereby amended and restated to read as follows: 


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, on demand, the principal amount of Two-Million Five-Hundred Thousand & 00/100 Dollars ($2,500,000.00) or so much as may be outstanding, together with interest on the unpaid
outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance. 
 It
is expressly agreed by the Parties that this Amendment does not change any other terms or conditions of the Note not specifically amended herein, and that such terms and conditions not amended shall remain in full force and effect and are expressly
applicable to the terms of this Amendment. 
 The undersigned Borrower hereby ratifies and affirms its liability to FMB pursuant to the
aforesaid indebtedness and loan relationship, evidenced in part, by this Amendment and agrees that its liability thereon shall continue in full force and effect and represents to FMB that it has no defenses, set-offs, or other claims against FMB.
The undersigned Borrower releases and forever discharges FMB, its present and future, directors, officers, employees, agents, attorneys, successors and assigns, of and from, any and all actions, claims, and/or demands (whether these are now known or
unknown, or whether these now exist or may hereafter accrue through the date of this Amendment) which said Borrower may hold against FMB, its present and future directors, officers, employees, agents, attorneys, successors and/or assigns, as a
result of said Parties’ business , legal and contractual relationship, which in any manner arises under, arises in, or relates to, the indebtedness and loan relationship, evidenced in part, by this Amendment. The undersigned Borrower further
agrees that in the event its indebtedness and loan relationship, evidenced in part, by this Amendment, is secured by any lien or security interest, nothing contained herein or done pursuant hereto shall affect such lien or security interest or the
priority of the same with regard to other encumbrances. The undersigned Borrower further agrees that the present 

  
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principal balance of its indebtedness and loan relationship, evidenced by this Amendment to FMB is in the amount stated above. 
 The undersigned Borrower hereby irrevocably authorizes and empowers any attorney-at-law, including an attorney engaged by Lender, to appear in any court of record and to confess judgment against Borrower
for the unpaid amount of the aforesaid Note, as amended, as evidenced by an affidavit signed by an officer of Lender setting forth the amount then due, attorneys’ fees plus costs of suit, and to release all errors, and waive all rights of
appeal. If a copy of the aforesaid Note, as amended, verified by an affidavit, shall have been filed in the proceeding, it will not be necessary to file the original as a warrant of attorney. Borrower hereby waives the right to any stay of execution
and the benefit of all exemption laws now or hereafter in effect. No single exercise of the foregoing warrant and power to confess judgment will be deemed to exhaust the power, whether or not any exercise shall be held by any court to be invalid,
voidable, or void; but the power will continue undiminished and may be exercised from time to time as Lender may elect until all amounts owing on the aforesaid Promissory Note, as amended, have been paid in full. Borrower hereby waives any conflict
of interest that an attorney engaged by Lender may have in acting on behalf of Borrower in confessing judgment against Borrower while such attorney is engaged by Lender. Borrower expressly consents to such attorney acting for Borrower, in confessing
judgment. 
 NOTICE: FOR THIS NOTICE “YOU” MEANS THE BORROWER AND “CREDITOR” AND “HIS” MEANS LENDER.

 WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE
TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. 
  

							
	BORROWER:	 		 	
			
	Ourpet’s Company	 		 	
				
	By:	 	 /s/ Steven Tsengas
	 		 	10/18/10
		 	Steven Tsengas, President	 		 	Date
			
	GUARANTOR:	 		 	
				
	By:	 	 /s/ Steven Tsengas
	 		 	10/18/10
		 	Steven Tsengas, Individually	 		 	Date
				
	By:	 	 /s/ Evangelia Tsengas
	 		 	10/18/10
		 	Evangelia Tsengas, Individually	 		 	Date


  
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	 APPROVED BY:
  

FirstMerit Bank, N.A.
	 		 	
				
	By:	 	 /s/ Eric P. Hollinger
	 		 	10/18/10
		 	Eric P. Hollinger, Vice President	 		 	Date


  
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