Common use of Other Cause Clause in Contracts

Other Cause. Borrower: MERRYMEETING, INC. DUE DATE: APRIL 30, 2006 /s/ JOHN M. DAVIES -------------------- ------------------------------------- John M. Davies, President ADDRESS: 7763 Sunstone Drive Breck▇▇▇▇▇▇, ▇▇▇▇ 44141 EXHIBIT 2.1(B) TERM NOTE $3,000,000.00 Cincinnati, Ohio April 30, 2001 MERRYMEETING, INC., a Delaware corporation (the "Borrower"), for value received, hereby promises to pay to the order of FIFTH THIRD BANK, an Ohio banking corporation (the "Bank"), at its offices located at 38 Fountain Square Plaza, Cincinnati, Ohio 45263, in lawful money of ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ of Three Million Dollars ($3,000,000.00) together with interest as set forth herein. Interest on the outstanding principal balance of this Note will accrue at a rate per annum equal to 21% per annum. Interest will be calculated on the basis of a year of 360 days and charged for the actual number of days elapsed. Interest will be payable in immediately available funds at the principal office of Bank on the first day of each calendar month. After maturity, whether by acceleration, notice of intention to prepay or otherwise, this Note will bear interest (computed and adjusted in the same manner, and with the same effect, as interest hereon prior to maturity), payable on demand, at a rate per annum equal to the Default Rate, until paid, and whether before or after the entry of judgment hereon. Accrued and unpaid interest will only be due and payable monthly commencing on the last day of May, 2001 and continuing on the last day of each month thereafter during the term hereof. The entire principal amount and all accrued and unpaid interest due and of this Note will be due and payable on October 30, 2003. This Note is the Term Note referred to in the Credit Agreement between Borrower and Bank of even date herewith, as it may be amended from time to time (the "Agreement"), and is entitled to the benefits, and is subject to the terms, of the Agreement. Capitalized terms used but not otherwise defined herein will have the meanings attributed thereto in the Agreement. The principal of this Note is pre-payable in the amounts and under the circumstances, and its maturity is subject to acceleration upon the terms, set forth in this Agreement. Except as otherwise expressly provided in the Agreement, if any payment on this Note becomes due and payable on a day other than one on which Bank is open for business (a "Business Day"), the maturity thereof will be extended to the next Business Day, and interest will be payable at the rate specified during the extension period. In addition to any other limitations set forth herein, no payment of principal, interest or any other amount due with respect to this Note shall be made, and the holder shall not exercise any right of set-off or recoupment with respect to this Note, until all of the Senior Indebtedness (as defined in the Agreement) is paid in full; provided, that Borrower may make and the holder may receive payments of principal and interest on account of this Note in accordance with its terms and may prepay the whole or any part hereof so long as no breach or default or event of default exists or would result therefrom with respect to the Senior Indebtedness. All payments permitted hereunder shall be final in amounts so received shall not thereafter be subject to these subordination provisions. If any payment not permitted hereunder is received by the holder on account of this Note before all of the Senior Indebtedness is paid in full, such payment may not be commingled with any asset of holder, shall be held in trust by holder for the benefit of the holders of the Senior Indebtedness and shall be paid over to such holders or their designated representatives, for application to the payment of the Senior Indebtedness then remaining unpaid, until all of the Senior Indebtedness is paid in full and according to their respective interests. After the occurrence of an Event of Default, all amounts of principal outstanding as of the date of the occurrence of such Event of Default will bear interest at the Default Rate, in Bank's sole discretion, without notice to Borrower. This provision does not constitute a waiver of any Events of Default or an agreement by Bank to permit any late payments whatsoever. If any payment of principal is not paid when due (whether by acceleration or otherwise after the expiration of applicable notice grace and cure periods, if any), Borrower agrees to pay to Bank a late payment fee equal to five percent (5%) of the payment amount then due. Borrower may prepay any portion of this Note in part at any time without premium or penalty. Any prepayments under this Note in advance of any amortized payments will be applied to reduce the outstanding principal amount of this Note in the inverse chronological order of maturity. In no event will the interest rate on this Note exceed the highest rate permissible under any law which a court of competent jurisdiction will, in a final determination, deem applicable hereto. In the event that a court determines that Bank has received interest and other charges under this Note in excess of the highest permissible rate applicable hereto, such excess will be deemed received on account of, and will automatically be applied to reduce the amounts due to Bank from Borrower under this Note, other than interest in the inverse order of maturity, and the provisions hereof will be deemed amended to provide for the highest permissible rate. If there are no such amounts outstanding, Bank will refund to Borrower such excess. All payments received by Bank will be applied first to payment of amounts advanced by Bank on behalf of Borrower, which may be due for insurance, taxes and attorneys' fees or other charges to be paid by Borrower pursuant to the Agreement and the Loan Documents (as defined herein), then to accrued interest due on this Note, then to the principal, which will be repaid in the inverse order of maturity. Borrower and all endorsers, sureties, guarantors and other persons liable on this Note hereby waive presentment for payment, demand, notice of dishonor, protest, notice of protest and all other demands and notices in connection with the delivery, performance and enforcement of this Note, and one or more extensions and renewals of this Note. This Note may not be changed orally, but only by an instrument in writing. This Note is being delivered in, is intended to be performed in, will be construed and enforceable in accordance with, and be governed by the internal laws of, the State of Ohio without regard to principles of conflict of laws. Borrower agrees that the State and federal courts in Hamilton County, Ohio, or any other court in which Bank initiates pro▇▇▇▇▇▇▇▇, have exclusive jurisdiction over all matters arising out of this Note, and that service of process in any such proceeding will be effective if mailed to Borrower at its address described in the Notices section of the Agreement. BORROWER HEREBY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THIS NOTE.

Other Cause. LEXINGTON PRECISION CORPORATION ("Borrower") By: MERRYMEETING▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ---------------------------- Its: Chairman of the Board ---------------------------- LEXINGTON RUBBER GROUP, INC. DUE DATE("Borrower") EXHIBIT 3 EXHIBIT F PROMISSORY NOTE (Casa Grande Note) $2,061,452.32 New York, New York April 1, 2002 FOR VALUE RECEIVED, LEXINGTON PRECISION CORPORATION, a corporation organized under the laws of the State of Delaware ("LPC") and LEXINGTON RUBBER GROUP, INC. (FKA LEXINGTON COMPONENTS, INC.), a corporation organized and existing under the laws of the State of Delaware ("LRG") (hereinafter LPC and LRG are referred to each as Borrower singularly and referred to jointly and severally as the "Borrowers," which term shall mean each of the companies individually and both of them collectively), jointly and severally promise to pay to the order of BANK ONE, NA (fka Bank One, Akron, NA) (hereinafter referred to as the "Bank"), the principal amount of TWO MILLION SIXTY-ONE THOUSAND FOUR HUNDRED FIFTY-TWO AND 32/100 DOLLARS ($2,061,452.32), pursuant to the repayment terms and dates set forth in Section 2(D)(2) of the Agreement (as defined below), with interest on the unpaid principal balance from the date hereof at a rate per annum equal to The Base Rate (as defined in the Agreement) plus three-fourths of one percent (3/4%) as follows: APRIL 30Interest on the Casa Grande Term Loan is payable monthly commencing on May 1, 2006 /s/ JOHN M. DAVIES -------------------- ------------------------------------- John M. Davies2002 and continuing on the first day of each calendar month thereafter. Interest shall be computed on a three hundred sixty (360) day basis based upon the actual number of days elapsed. If any installment of principal, President ADDRESS: 7763 Sunstone Drive Breckinterest or other amounts due and payable hereunder are not paid when due, or within any applicable grace periods set forth in the Agreement, the Borrowers shall pay interest thereon at the Default Rate (as defined in the Agreement). Bank shall have the right to assess a late payment processing fee in the amount of the greater of FIFTY AND NO/100 DOLLARS ($50.00) or five percent (5%) of the scheduled payment in the event of a default in payment that remains uncured for a period of at least ten (10) days. The Borrowers agree to pay the principal amount of this Note pursuant to the repayment terms and dates set forth in Section 2(B)(2)(b) of the Agreement. Monthly payments hereunder shall be applied first to interest due and the balance to reduction of the principal amount outstanding. Payments of both principal of and interest on this Note shall be made in lawful money of the United States of America, at ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ 44141 EXHIBIT 2.1(B) TERM NOTE $3,000,000.00 Cincinnati, Ohio April 30, 2001 MERRYMEETING, INC., a Delaware corporation (the "Borrower"), for value received, hereby promises to pay to the order of FIFTH THIRD BANK, an Ohio banking corporation (the "Bank"), at its offices located at 38 Fountain Square Plaza, Cincinnati, Ohio 45263, in lawful money of ▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇-▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ of Three Million Dollars ($3,000,000.00) together with interest or at such other place as set forth hereinthe Bank or any subsequent holder hereof shall have designated to the Borrowers in writing. Interest payable on the outstanding principal balance of this Note will accrue at shall be computed on a rate three hundred sixty (360) day per annum equal to 21% per annum. Interest will be calculated on the year basis of a year of 360 days and charged for counting the actual number of days elapsed. Interest will be payable in immediately available funds at the principal office of Bank on the first day of each calendar month. After maturity, whether by acceleration, notice of intention to prepay or otherwise, this Note will bear interest (computed and adjusted in the same manner, and with the same effect, as interest hereon prior to maturity), payable on demand, at a rate per annum equal to the Default Rate, until paid, and whether before or after the entry of judgment hereon. Accrued and unpaid interest will only be due and payable monthly commencing on the last day of May, 2001 and continuing on the last day of each month thereafter during the term hereof. The entire principal amount and all accrued and unpaid interest due and of this Note will be due and payable on October 30, 2003. This Note is the Term Note referred to in the Credit Agreement between Borrower and Bank of even date herewith, as it may be amended from time to time (the "Agreement"), and is entitled to the benefits, and is subject to the terms, of the Agreement. Capitalized terms used but not otherwise defined herein will have the meanings attributed thereto in the Agreement. The principal of this Note is pre-payable in the amounts and under the circumstances, and its maturity is subject to acceleration upon the terms, set forth in this Agreement. Except as otherwise expressly provided in the Agreement, if If any payment on under this Note becomes due and payable on a day other than one which is not a Business Day (as defined in this Agreement), payment thereof shall be made on which Bank is open for business (a "the immediately succeeding Business Day. This Note is issued pursuant to and is entitled to the benefits of a Credit Facility and Security Agreement dated January 31, 1997, by and among the Borrowers and the Bank (as amended, the "Agreement"), to which Agreement reference is hereby made for a statement of the maturity rights and obligations of the Bank and the duties and obligations of the Borrowers in relation thereto; but neither this reference to said Agreement nor any provisions thereof will be extended shall affect or impair the absolute and unconditional obligation of the Borrowers to pay the next Business Day, principal of or interest on this Note when due. This Note evidences the obligations of Borrowers in respect of the Casa Grande Construction Loans and interest will be payable at the rate specified during the extension periodCasa Grande Term Loan. In addition to any other limitations set forth herein, no payment of principal, interest The Borrowers may prepay all or any other amount due with respect to portion of this Note at any time and in any amount without penalty or premium, provided that all prepayments shall be made, and applied to installments of principal in the holder shall not exercise any right inverse order of set-off or recoupment with respect to this Note, until all their maturities. If an Event of the Senior Indebtedness Default (as defined in the Agreement) is paid in full; provided), that Borrower may make shall occur and shall be continuing, the holder may receive payments of principal and interest on account of this Note in accordance with its terms may be declared immediately due and may prepay payable at the whole option of the Bank. In the event that the Borrowers fail to pay any regularly scheduled principal or any part hereof so long interest payment on this Note when due (other than as no breach or a result of acceleration thereof based on a default or event of default exists other than the failure to make any such regularly scheduled payments of principal or would result therefrom with respect to interest on the Senior Indebtedness. All payments permitted hereunder shall be final Note when due) which failure is not cured within the ten (10) day cure period provided in amounts so received shall not thereafter be subject to these subordination provisions. If any payment not permitted hereunder is received by the holder on account of this Note before all Section 6A of the Senior Indebtedness is paid in fullAgreement (a "Payment Default"), such payment may not be commingled with any asset of holder, shall be held in trust by holder for the benefit of the holders of the Senior Indebtedness and shall be paid over to such holders or their designated representatives, for application to the payment of the Senior Indebtedness then remaining unpaid, until all of the Senior Indebtedness is paid in full and according to their respective interests. After the occurrence of if an Event of DefaultDefault occurs and is continuing, all amounts which arises from fraudulent act(s) or practice(s) of principal outstanding as of the date of the occurrence of such either Borrower which Event of Default will bear interest is not cured within three (3) Business Days after the Borrowers' receipt of written notice thereof from the Bank (a "Fraud Default"), the Borrowers hereby authorize any attorney-at-law to appear in any court of record in the State of Ohio, or in any other state or territory of the United States, at any time or times after the Default Rateabove sum becomes due, and waive the issuance and service of process and confess judgment against it, in Bank's sole discretionfavor of any holder of this Note, without notice for the amount then appearing due, together with the costs of suit, and thereupon to Borrowerrelease all errors and waive all rights of appeal and stay of execution. This provision does not constitute The foregoing warrant of attorney shall survive any judgment, it being understood that should any judgment be vacated for any reason, the foregoing warrant of attorney nevertheless may thereafter be used for obtaining an additional judgment or judgments. To the extent that the provisions of the cognovit warning set forth above the Borrowers' signature specifically contradict the provisions of this paragraph regarding the requirement of a Payment Default or a Fraud Default to take a cognovit judgment, the provisions of this paragraph control. No delay on the part of any holder hereof in exercising any power or rights hereunder shall operate as a waiver of any Events of Default power or an agreement by Bank rights. Any demand or notice hereunder to permit any late payments whatsoever. If any payment of principal is not paid the Borrowers shall be deemed duly given or made when due (whether by acceleration or otherwise after the expiration of applicable notice grace and cure periodssent, if any)given by telecopier, Borrower agrees when delivered, if given by personal delivery or overnight commercial carrier, or the fifth calendar day after deposit in the United States mail, certified mail, return receipt requested, addressed to pay to Bank a late payment fee equal to five percent the address (5%or telecopier number) set forth in Rider A of the payment amount then due. Borrower may prepay any portion of this Note in part at any time without premium Agreement or penalty. Any prepayments under this Note in advance of any amortized payments will be applied to reduce the outstanding principal amount of this Note in the inverse chronological order of maturity. In no event will the interest rate on this Note exceed the highest rate permissible under any law which a court of competent jurisdiction will, in a final determination, deem applicable hereto. In the event that a court determines that Bank has received interest and such other charges under this Note in excess of the highest permissible rate applicable hereto, such excess will be deemed received on account of, and will automatically be applied to reduce the amounts due to Bank from Borrower under this Note, other than interest in the inverse order of maturity, and the provisions hereof will be deemed amended to provide for the highest permissible rate. If there are no such amounts outstanding, Bank will refund to Borrower such excess. All payments received by Bank will be applied first to payment of amounts advanced by Bank on behalf of Borrower, which address or telecopier number as may be due for insurance, taxes and attorneys' fees or other charges to be paid hereafter designated in writing by Borrower pursuant the Borrowers to the Agreement and the Loan Documents (as defined herein), then to accrued interest due on this Note, then to the principal, which will be repaid in the inverse order of maturity. Borrower and all endorsers, sureties, guarantors and other persons liable on this Note hereby waive presentment for payment, demand, notice of dishonor, protest, notice of protest and all other demands and notices in connection with the delivery, performance and enforcement of this Note, and one or more extensions and renewals of this NoteBank. This Note may not be changed orallynote is executed at New York, but only by an instrument in writing. This Note is being delivered in, is intended to be performed in, will be construed and enforceable in accordance with, and be governed by the internal laws of, the State of Ohio without regard to principles of conflict of laws. Borrower agrees that the State and federal courts in Hamilton New York County, Ohio, or any other court in which Bank initiates pro▇▇▇▇▇▇▇▇, have exclusive jurisdiction over all matters arising out of this Note, and that service of process in any such proceeding will be effective if mailed to Borrower at its address described in the Notices section of the Agreement. BORROWER HEREBY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THIS NOTENew York.

Other Cause. Borrower: MERRYMEETING, INC. DUE DATE: APRIL 30, 2006 /s/ JOHN M. DAVIES -------------------- ------------------------------------- John M. Davies, President ADDRESS: 7763 Sunstone Drive Breck▇▇▇▇▇▇, ▇▇▇▇ 44141 EXHIBIT 2.1(B2.1(A) TERM NOTES NOTE $3,000,000.00 Cincinnati, Ohio 1: [LOGO] FIFTH THIRD BANK (NORTHEASTERN OHIO) 1 SECURED TERM | | | | | | NOTE -------------------------------------------- $ 1,000,000 April 30, 2001 MERRYMEETINGCleveland, INC.Ohio (Effective Date) On or before the Due Date below, a Delaware corporation (the "Borrower")undersigned corporation, for value received, hereby promises to pay to the order of FIFTH THIRD BANK, an Ohio banking corporation Fifth Third Bank (the "Bank"Northeastern Ohio), at its offices located at 38 Fountain Square Plaza1404 East Ninth Street, CincinnatiCleveland, Ohio 45263, in lawful money of ▇44114 (hereinafter referr▇▇ ▇▇ ▇▇ "▇▇▇▇") ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ of Three Million 00/100 ------------------ Dollars ($3,000,000.00) together with plus interest as set forth herein. Interest on the outstanding principal balance of this Note will accrue per annum at a rate per annum equal of PRIME PLUS 175 BASIS POINTS. In the event of a change in said Prime Rate, the rate on this note shall change immediately. In addition, after the Borrower becomes the 80% owner of Frontier Adjusters of America, Inc., the interest rate will be reduced to Prime Rate plus 125 basis points. However, if the contemplated merger does not occur by September 30, 2001, then the interest rate will be increased to 21%. If the merger is consummated after September 30, 2001, Bank will review the creditworthiness of Borrower to determine if the interest rate of 21% per annumshould be decreased. Interest will shall be calculated computed on the basis of a year of 360 days and charged for the actual number of days elapsed. Interest will be This note is payable in immediately available funds at the principal office of Bank on the first day of each calendar month. After maturity, whether by acceleration, notice of intention to prepay or otherwise, this Note will bear interest (computed and adjusted in the same manner, and with the same effect, as interest hereon prior to maturity), payable on demand, at a rate per annum equal to the Default Rate, until paid, and whether before or after the entry of judgment hereon. Accrued and unpaid interest will only follows: Principal shall be due and payable monthly commencing on in installments in the last day amount of May, 2001 $13,888.89 and continuing shall be due on the last day of each month thereafter during MONTH beginning 02/28/2002 with a final payment on April 30, 2006 of the term hereof. The entire principal amount and then owing plus all accrued and unpaid interest due and of this Note will thereon. Interest shall be due and payable at maturity on October 30the LAST day of each month beginning May 31, 20032001. This Principal and interest payments shall be made at the Bank's address above unless otherwise designated by Bank in writing. To secure repayment of this note and all modifications, extensions and renewals thereof, the undersigned has granted to Bank a security interest in certain collateral described pursuant to the terms and conditions of that certain Security Agreement of even date herewith by Borrower in favor of Bank. All documents executed in connection with this Note and all Collateral, including without limitation the following, further secure the Obligations: a blanket lien on all business assets as described in the Security Agreement entered on even date. The Obligations secured by the Collateral (herein, the "Obligations") shall include this note and each and every liability of the undersigned jointly or severally to Bank and all affiliates of Fifth Third Bancorp however created, direct or contingent, due or to become due, whether now existing or hereafter arising, participated in whole or in part, created by trust agreement, lease, overdraft, agreement, or otherwise, in any manner by the undersigned. The undersigned certifies that the proceeds of this loan are to be used for business purposes. If this note is a renewal, in whole or in part, of a previous Obligation, the Term Note referred acceptance by Bank of this note shall not effectuate a payment but rather a continuation of the previous Obligation. Bank may charge and the undersigned agrees to pay, on the above Effective Date, a note processing fee in an amount determined by Bank. Events of Default are as defined in the Credit Agreement between Borrower and Bank of entered on even date herewith, as it may be amended from time to time (the "Agreement"), and is entitled to the benefits, and is subject to the terms, of the Agreement. Capitalized terms used but not otherwise defined herein will have the meanings attributed thereto in the Agreement. The principal of this Note is pre-payable in the amounts and under the circumstances, and its maturity is subject to acceleration upon the terms, set forth in this Agreement. Except as otherwise expressly provided in the Agreement, if any payment on this Note becomes due and payable on a day other than one on which Bank is open for business (a "Business Day"), the maturity thereof will be extended to the next Business Day, and interest will be payable at the rate specified during the extension perioddate. In addition to any other limitations set forth hereinremedy permitted by law, no payment the Bank may at any time after the occurrence of principalEvent of Default and expiration of applicable cure period, interest if any, without notice, apply the Collateral to this note and Bank may, at its option, proceed to enforce and protect its rights by an action at law or in equity or by any other amount due appropriate proceedings. Notwithstanding any other legal or equitable rights of Bank, Bank, 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 this Note shall be madeCollateral 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 therefor, or any additions thereto, through any private or public sale without either demand or notice to the holder shall not exercise undersigned, or any advertisement, the same being hereby expressly waived, at which sale Bank is authorized to purchase said property or any part thereof, free from any right of set-off or recoupment with respect redemption on the part of the undersigned, which is hereby expressly waived and released. In the case of any sale, the undersigned agrees to be and remains liable to Bank for any and every deficiency after application as aforesaid upon the Obligation evidenced by this Note. The undersigned shall pay all costs of collection incurred by Bank, until all including its attorney's fees, if this note is referred to an attorney for collection, whether or not payment is obtained before entry of judgment, which costs and fees are Obligations secured by the Senior Indebtedness (as defined in the Agreement) is paid in full; provided, that Borrower may make and the holder may receive payments of principal and interest on account of this Note in accordance with its terms and may prepay the whole or any part hereof so long as no breach or default or event of default exists or would result therefrom with respect to the Senior Indebtedness. All payments permitted hereunder shall be final in amounts so received shall not thereafter be subject to these subordination provisionsCollateral. If any payment not permitted hereunder is received by the holder on account of this Note before all of the Senior Indebtedness is paid in full, such payment may not be commingled with any asset of holder, shall be held in trust by holder for the benefit of the holders of the Senior Indebtedness and shall be paid over to such holders or their designated representatives, for application to the payment of the Senior Indebtedness then remaining unpaid, until all of the Senior Indebtedness is paid in full and according to their respective interests. After the occurrence of an Event of Default, all amounts of principal outstanding as of the date of the occurrence of such Event of Default will bear interest at the Default Rate, in Bank's sole discretion, without notice to Borrower. This provision does not constitute a waiver of any Events of Default or an agreement by Bank to permit any late payments whatsoever. If any payment of principal is not paid when due (whether by acceleration or otherwise after the expiration of applicable notice grace and cure periodsotherwise) or within 10 days thereafter, if any), Borrower undersigned agrees to pay to Bank a late payment fee equal to five percent (as provided for in any loan agreement or 5%) % of the payment amount then dueamount, whichever is greater with a minimum fee of $20.00. Borrower After an Event of Default, the undersigned agrees to pay to Bank a fixed charge of $25.00, or the undersigned agrees that Bank may, without notice, increase the above stated interest rate by three percent (3%), whichever is greater. 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. The undersigned may prepay any portion all or part of this Note in part at any time note without premium or penalty. Any prepayments under this Note in advance of any amortized payments will , which prepaid amounts shall be applied to reduce the outstanding principal amount of this Note in the inverse chronological order of maturity. In no event will the interest rate on this Note exceed the highest rate permissible under any law which a court of competent jurisdiction will, in a final determination, deem applicable hereto. In the event that a court determines that Bank has received interest and other charges under this Note in excess of the highest permissible rate applicable hereto, such excess will be deemed received on account of, and will automatically be applied to reduce the amounts due to Bank from Borrower under this Note, other than interest in the inverse reverse order of maturity, and the provisions hereof will be deemed amended to provide for the highest permissible ratetheir due dates. If there are no such amounts outstanding, Bank will refund to Borrower such excess. All payments received by Bank will be applied first to Partial prepayments shall not excuse any subsequent payment of amounts advanced by Bank on behalf of Borrower, which may be due for insurance, taxes and attorneys' fees or other charges to be paid by Borrower pursuant to the Agreement and the Loan Documents (as defined herein), then to accrued interest due on this Note, then to the principal, which will be repaid in the inverse order of maturity. Borrower and all endorsers, sureties, guarantors and other persons liable on this Note hereby waive presentment for payment, demand, notice of dishonor, protest, notice of protest and all other demands and notices in connection with the delivery, performance and enforcement of this Note, and one or more extensions and renewals of this Note. This Note may not be changed orally, but only by an instrument in writing. This Note is being delivered in, is intended to be performed in, will be construed and enforceable in accordance with, and be governed by the internal laws of, the State of Ohio without regard to principles of conflict of laws. Borrower agrees that the State and federal courts in Hamilton County, Ohio, or any other court in which Bank initiates pro▇▇▇▇▇▇▇▇, have exclusive jurisdiction over all matters arising out of this Note, and that service of process in any such proceeding will be effective if mailed to Borrower at its address described in the Notices section of the Agreement. BORROWER HEREBY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THIS NOTEdue.

Other Cause. Borrower: MERRYMEETINGARBOR HEALTH CARE COMPANY By:________________________________ Its:_______________________________ REVOLVING CREDIT NOTE $1,000,000.00 Lima, INC. DUE DATE: APRIL Ohio December 30, 2006 /s/ JOHN M. DAVIES -------------------- ------------------------------------- John M. Davies1996 On or before July 1, President ADDRESS: 7763 Sunstone Drive Breck1998, for value received, the undersigned promises to pay to the order of Bank One, Lima, NA (hereinafter called "Bank One") the sum of One Million Dollars ($1,000,000.00) or such lesser portion thereof as may from time to time be disbursed to, or for the benefit of the undersigned, with interest (computed on the basis of the actual number of days elapsed divided by a year of 360 days) before maturity on the balance from time to time remaining unpaid at the rate or rates provided for in that certain Amended and Restated Loan Agreement dated August 1, 1995 (the "Loan Agreement"). Both principal and interest are payable in lawful money of the United States at the Main Office of Bank One, 121 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ 44141 EXHIBIT 2.1(B) TERM NOTE $3,000,000.00 Cincinnati▇, Ohio April 30, 2001 MERRYMEETING, INC., a Delaware corporation (the "Borrower"), for value received, hereby promises to pay to the order of FIFTH THIRD BANK, an Ohio banking corporation (the "Bank"), at its offices located at 38 Fountain Square Plaza, Cincinnati, Ohio 45263, in lawful money of ▇▇▇ ▇▇▇▇▇▇ . ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ of Three Million Dollars ($3,000,000.00) together with interest as set forth herein. Interest on the outstanding principal balance of this Note will accrue at his promissory note evidences a rate per annum equal to 21% per annum. Interest will be calculated on the basis of a year of 360 days and charged for the actual number of days elapsed. Interest will be payable in immediately available funds at the principal office of Bank on the first day of each calendar month. After maturity, whether by acceleration, notice of intention to prepay or otherwise, this Note will bear interest (computed and adjusted in the same manner, and with the same effect, as interest hereon prior to maturity), payable on demand, at a rate per annum equal to the Default Rate, until paid, and whether before or after the entry of judgment hereon. Accrued and unpaid interest will only be due and payable monthly commencing on the last day of May, 2001 and continuing on the last day of each month thereafter during the term hereof. The entire principal amount and all accrued and unpaid interest due and of this Note will be due and payable on October 30, 2003. This Note is the Term Note referred to in the Credit Agreement between Borrower and Bank of even date herewith, as it may be amended from time to time (the "Agreement"), borrowing under and is entitled to the benefits, and is subject to the terms, benefits of the Agreement. Capitalized terms used but not otherwise defined herein will have the meanings attributed thereto in the Loan Agreement. The principal of this Note is pre-may become due or may be declared forthwith due and payable in the amounts manner and under upon the circumstancesterms and conditions and with the effect provided in said Loan Agreement. THE UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN BANK ONE AND THE UNDERSIGNED ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THE UNDERSIGNED AND BANK ONE IN CONNECTION WITH THIS PROMISSORY NOTE, THE LOAN AGREEMENT, OR ANY OTHER AGREEMENT OR DOCUMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY BANK ONE'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN THIS PROMISSORY NOTE OR ANY OTHER DOCUMENT RELATED HERETO. The undersigned authorize(s) any attorney-at-law to appear for the undersigned in an action on this promissory note, at any time after the same becomes due, as herein provided, in any court of record in or of the State of Ohio, or elsewhere, to waive the issuing and service of process against the undersigned, and its maturity is subject to acceleration upon confess judgment in favor of the termslegal holder of this promissory note against the undersigned, set forth in this Agreement. Except as otherwise expressly provided in for the Agreementamount that may be due, if any payment on this Note becomes due and payable on a day other than one on which Bank is open for business (a "Business Day"), the maturity thereof will be extended to the next Business Day, and with interest will be payable at the rate specified during the extension period. In addition to any other limitations set forth herein, no payment therein mentioned and cost of principal, interest or any other amount due with respect to this Note shall be madesuit, and the holder shall not exercise any to waive and release all errors in said proceedings and judgment, and all petitions in error, and right of set-off or recoupment with respect to this Note, until all of appeal from the Senior Indebtedness (as defined in the Agreement) is paid in full; provided, that Borrower may make and the holder may receive payments of principal and interest on account of this Note in accordance with its terms and may prepay the whole or any part hereof so long as no breach or default or event of default exists or would result therefrom with respect to the Senior Indebtednessjudgment rendered. All payments permitted hereunder shall be final in amounts so received shall not thereafter be subject to these subordination provisions. If any payment not permitted hereunder is received by the holder on account of this Note before all of the Senior Indebtedness is paid in full, such payment may not be commingled with any asset of holder, shall be held in trust by holder for the benefit of the holders of the Senior Indebtedness and shall be paid over to such holders or their designated representatives, for application to the payment of the Senior Indebtedness then remaining unpaid, until all of the Senior Indebtedness is paid in full and according to their respective interests. After the occurrence of an Event of Default, all amounts of principal outstanding as of the date of the occurrence of such Event of Default will bear interest at the Default Rate, in Bank's sole discretion, without notice to Borrower. This provision does not constitute a waiver of any Events of Default or an agreement by Bank to permit any late payments whatsoever. If any payment of principal is not paid when due (whether by acceleration or otherwise after the expiration of applicable notice grace and cure periods, if any), Borrower agrees to pay to Bank a late payment fee equal to five percent (5%) of the payment amount then due. Borrower may prepay any portion of this Note in part at any time without premium or penalty. Any prepayments under this Note in advance of any amortized payments will be applied to reduce the outstanding principal amount of this Note in the inverse chronological order of maturity. In no event will the interest rate on this Note exceed the highest rate permissible under any law which a court of competent jurisdiction will, in a final determination, deem applicable hereto. In the event that a court determines that Bank has received interest and other charges under this Note in excess of the highest permissible rate applicable hereto, such excess will be deemed received on account of, and will automatically be applied to reduce the amounts due to Bank from Borrower under this Note, other than interest in the inverse order of maturity, and the provisions hereof will be deemed amended to provide for the highest permissible rate. If there are no such amounts outstanding, Bank will refund to Borrower such excess. All payments received by Bank will be applied first to payment of amounts advanced by Bank on behalf of Borrower, which may be due for insurance, taxes and attorneys' fees or other charges to be paid by Borrower pursuant to the Agreement and the Loan Documents (as defined herein), then to accrued interest due on this Note, then to the principal, which will be repaid in the inverse order of maturity. Borrower and all endorsers, sureties, guarantors and other persons liable on this Note hereby waive presentment for payment, demand, notice of dishonor, protest, notice of protest and all other demands and notices in connection with the delivery, performance and enforcement of this Note, and one or more extensions and renewals of this Note. This Note may not be changed orally, but only by an instrument in writing. This Note is being delivered in, is intended to be performed in, will be construed and enforceable in accordance with, and be governed by the internal laws of, the State of Ohio without regard to principles of conflict of laws. Borrower agrees that the State and federal courts in Hamilton County, Ohio, or any other court in which Bank initiates pro▇▇▇▇▇▇▇▇, have exclusive jurisdiction over all matters arising out of this Note, and that service of process in any such proceeding will be effective if mailed to Borrower at its address described in the Notices section of the Agreement. BORROWER HEREBY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THIS NOTE.------------------------------------------------------------------------------

Other Cause. Borrower: MERRYMEETING, INC. DUE DATE: APRIL 30, 2006 /s/ JOHN M. DAVIES -------------------- ------------------------------------- John M. Davies, President ADDRESS: 7763 Sunstone Drive BreckBr▇▇▇▇▇▇▇▇▇, ▇▇▇▇ o 44141 EXHIBIT 2.1(B) TERM NOTE $3,000,000.00 Cincinnati, Ohio April 30, 2001 MERRYMEETING, INC., a Delaware corporation (the "Borrower"), for value received, hereby promises to pay to the order of FIFTH THIRD BANK, an Ohio banking corporation (the "Bank"), at its offices located at 38 Fountain Square Plaza, Cincinnati, Ohio 45263, in lawful money of ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ sum of Three Million Dollars ($3,000,000.00) together with interest as set forth herein. Interest on the outstanding principal balance of this Note will accrue at a rate per annum equal to 21% per annum. Interest will be calculated on the basis of a year of 360 days and charged for the actual number of days elapsed. Interest will be payable in immediately available funds at the principal office of Bank on the first day of each calendar month. After maturity, whether by acceleration, notice of intention to prepay or otherwise, this Note will bear interest (computed and adjusted in the same manner, and with the same effect, as interest hereon prior to maturity), payable on demand, at a rate per annum equal to the Default Rate, until paid, and whether before or after the entry of judgment hereon. Accrued and unpaid interest will only be due and payable monthly commencing on the last day of May, 2001 and continuing on the last day of each month thereafter during the term hereof. The entire principal amount and all accrued and unpaid interest due and of this Note will be due and payable on October 30, 2003. This Note is the Term Note referred to in the Credit Agreement between Borrower and Bank of even date herewith, as it may be amended from time to time (the "Agreement"), and is entitled to the benefits, and is subject to the terms, of the Agreement. Capitalized terms used but not otherwise defined herein will have the meanings attributed thereto in the Agreement. The principal of this Note is pre-payable in the amounts and under the circumstances, and its maturity is subject to acceleration upon the terms, set forth in this Agreement. Except as otherwise expressly provided in the Agreement, if any payment on this Note becomes due and payable on a day other than one on which Bank is open for business (a "Business Day"), the maturity thereof will be extended to the next Business Day, and interest will be payable at the rate specified during the extension period. In addition to any other limitations set forth herein, no payment of principal, interest or any other amount due with respect to this Note shall be made, and the holder shall not exercise any right of set-off or recoupment with respect to this Note, until all of the Senior Indebtedness (as defined in the Agreement) is paid in full; provided, that Borrower may make and the holder may receive payments of principal and interest on account of this Note in accordance with its terms and may prepay the whole or any part hereof so long as no breach or default or event of default exists or would result therefrom with respect to the Senior Indebtedness. All payments permitted hereunder shall be final in amounts so received shall not thereafter be subject to these subordination provisions. If any payment not permitted hereunder is received by the holder on account of this Note before all of the Senior Indebtedness is paid in full, such payment may not be commingled with any asset of holder, shall be held in trust by holder for the benefit of the holders of the Senior Indebtedness and shall be paid over to such holders or their designated representatives, for application to the payment of the Senior Indebtedness then remaining unpaid, until all of the Senior Indebtedness is paid in full and according to their respective interests. After the occurrence of an Event of Default, all amounts of principal outstanding as of the date of the occurrence of such Event of Default will bear interest at the Default Rate, in Bank's sole discretion, without notice to Borrower. This provision does not constitute a waiver of any Events of Default or an agreement by Bank to permit any late payments whatsoever. If any payment of principal is not paid when due (whether by acceleration or otherwise after the expiration of applicable notice grace and cure periods, if any), Borrower agrees to pay to Bank a late payment fee equal to five percent (5%) of the payment amount then due. Borrower may prepay any portion of this Note in part at any time without premium or penalty. Any prepayments under this Note in advance of any amortized payments will be applied to reduce the outstanding principal amount of this Note in the inverse chronological order of maturity. In no event will the interest rate on this Note exceed the highest rate permissible under any law which a court of competent jurisdiction will, in a final determination, deem applicable hereto. In the event that a court determines that Bank has received interest and other charges under this Note in excess of the highest permissible rate applicable hereto, such excess will be deemed received on account of, and will automatically be applied to reduce the amounts due to Bank from Borrower under this Note, other than interest in the inverse order of maturity, and the provisions hereof will be deemed amended to provide for the highest permissible rate. If there are no such amounts outstanding, Bank will refund to Borrower such excess. All payments received by Bank will be applied first to payment of amounts advanced by Bank on behalf of Borrower, which may be due for insurance, taxes and attorneys' fees or other charges to be paid by Borrower pursuant to the Agreement and the Loan Documents (as defined herein), then to accrued interest due on this Note, then to the principal, which will be repaid in the inverse order of maturity. Borrower and all endorsers, sureties, guarantors and other persons liable on this Note hereby waive presentment for payment, demand, notice of dishonor, protest, notice of protest and all other demands and notices in connection with the delivery, performance and enforcement of this Note, and one or more extensions and renewals of this Note. This Note may not be changed orally, but only by an instrument in writing. This Note is being delivered in, is intended to be performed in, will be construed and enforceable in accordance with, and be governed by the internal laws of, the State of Ohio without regard to principles of conflict of laws. Borrower agrees that the State and federal courts in Hamilton County, Ohio, or any other court in which Bank initiates pro▇▇▇▇▇▇▇▇ngs, have exclusive jurisdiction over all matters arising out of this Note, and that service of process in any such proceeding will be effective if mailed to Borrower at its address described in the Notices section of the Agreement. BORROWER HEREBY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THIS NOTE.

Other Cause. Borrower: MERRYMEETING, INC. DUE DATE: APRIL 30, 2006 /s/ JOHN M. DAVIES -------------------- ------------------------------------- John M. Davies, President ADDRESS: 7763 Sunstone Drive Breck▇Brecks▇▇▇▇▇, ▇▇▇▇ 44141 EXHIBIT 2.1(B▇4141 ▇▇▇▇▇▇▇ ▇.▇(▇) TERM NOTES NOTE $3,000,000.00 Cincinnati, Ohio April 2: [LOGO] FIFTH THIRD BANK (NORTHEASTERN OHIO) 1 UNSECURED TERM NOTE $ 1,000,000 APRIL 30, 2001 MERRYMEETING-------------- -------------- CLEVELAND OHIO (Effective Date) -------------- On or before the Due Date below, INC., a Delaware corporation (the "Borrower")undersigned corporation, for value received, hereby promises to pay to the order of FIFTH THIRD BANK, an Ohio banking corporation Fifth Third Bank (the "Bank"Northeastern Ohio), at its offices located at 38 Fountain Square Plaza1404 East Ninth Street, CincinnatiCleveland, Ohio 45263, in lawful money of ▇44114 (hereinafter referre▇ ▇▇ ▇▇ "▇▇▇▇") ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ of Three Million ▇0/100 ------------------ Dollars ($3,000,000.00) together with plus interest as set forth herein. Interest on the outstanding principal balance of this Note will accrue per annum at a rate per annum equal of PRIME PLUS 175 BASIS POINTS. In the event of a change in said Prime Rate, the rate on this note shall change immediately. In addition, after the Borrower becomes the 80% owner of Frontier Adjusters of America, Inc., the interest rate will be reduced to Prime Rate plus 125 basis points. However, if the contemplated merger does not occur by September 30, 2001, then the interest rate will be increased to 21% per annumIf the merger is consummated after September 30, 2001, Bank will review the creditworthiness of Borrower to determine if the interest rate of 21% should be decreased. Interest will shall be calculated computed on the basis of a year of 360 days and charged for the actual number of days elapsed. Interest will be This note is payable in immediately available funds at the principal office of Bank on the first day of each calendar month. After maturity, whether by acceleration, notice of intention to prepay or otherwise, this Note will bear interest (computed and adjusted in the same manner, and with the same effect, as interest hereon prior to maturity), payable on demand, at a rate per annum equal to the Default Rate, until paid, and whether before or after the entry of judgment hereon. Accrued and unpaid interest will only follows: Principal shall be due and payable monthly commencing on in installments in the last day amount of May, 2001 $13,888.89 and continuing shall be due on the last day of each month thereafter during MONTH beginning 02/28/2002 with a final payment on April 30, 2006 of the term hereof. The entire principal amount and then owing plus all accrued and unpaid interest due and of this Note will thereon. Interest shall be due and payable at maturity on October 30the LAST day of each month beginning May 31, 20032001. This Note Principal and interest payments shall be made at the Bank's address above unless otherwise designated by Bank in writing. The undersigned certifies that the proceeds of this loan are to be used for business purposes. If this note is a renewal, in whole or in part, of a previous Obligation, the Term Note referred acceptance by Bank of this note shall not effectuate a payment but rather a continuation of the previous Obligation. Bank may charge and the undersigned agrees to pay, on the above Effective Date, a note processing fee in an amount determined by Bank. Events of Default are as defined in the Credit Agreement between Borrower and Bank of entered on even date herewith, as it may be amended from time to time (the "Agreement"), and is entitled to the benefits, and is subject to the terms, of the Agreementdate. Capitalized terms used but not otherwise defined herein will have the meanings attributed thereto in the Agreement. The principal of this Note is pre-payable in the amounts and under the circumstances, and its maturity is subject to acceleration upon the terms, set forth in this Agreement. Except as otherwise expressly provided in the Agreement, if any payment on this Note becomes due and payable on a day other than one on which Bank is open for business (a "Business Day"), the maturity thereof will be extended to the next Business Day, and interest will be payable at the rate specified during the extension period. In addition to any other limitations set forth herein, no payment of principal, interest or any other amount due with respect to this Note shall be made, and the holder shall not exercise any right of set-off or recoupment with respect to this Note, until all of the Senior Indebtedness (as defined in the Agreement) is paid in full; provided, that Borrower may make and the holder may receive payments of principal and interest on account of this Note in accordance with its terms and may prepay the whole or any part hereof so long as no breach or default or event of default exists or would result therefrom with respect to the Senior Indebtedness. All payments permitted hereunder shall be final in amounts so received shall not thereafter be subject to these subordination provisions. If any payment not permitted hereunder is received by the holder on account of this Note before all of the Senior Indebtedness is paid in full, such payment may not be commingled with any asset of holder, shall be held in trust by holder for the benefit of the holders of the Senior Indebtedness and shall be paid over to such holders or their designated representatives, for application to the payment of the Senior Indebtedness then remaining unpaid, until all of the Senior Indebtedness is paid in full and according to their respective interests. After Upon the occurrence of an Event of DefaultDefault herein described Bank may, at its option declare this note and all amounts of principal outstanding as other Obligations of the date of the occurrence of such Event of Default will bear undersigned to be fully due and payable in their aggregate amount together with accrued interest at the Default Rateplus any applicable prepayment premiums, in Bank's sole discretionfees, without notice to Borrower. This provision does not constitute a waiver of any Events of Default or an agreement by Bank to permit any late payments whatsoeverand charges. If any payment of principal is not paid when due (whether by acceleration or otherwise after the expiration of applicable notice grace and cure periodsotherwise) or within 10 days thereafter, if any), Borrower undersigned agrees to pay to Bank a late payment fee equal to five percent (as provided for in any loan agreement or 5%) % of the payment amount then dueamount, whichever is greater with a minimum fee of $20.00. Borrower After an Event of Default, the undersigned agrees to pay to Bank a fixed charge of $25.00, or the undersigned agrees that Bank may, without notice, increase the above stated interest rate by three percent (3%), whichever is greater. 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. The undersigned may prepay any portion all or part of this Note in part at any time note without premium or penalty. Any prepayments under this Note in advance of any amortized payments will , which prepaid amounts shall be applied to reduce the outstanding principal amount of this Note in the inverse chronological order of maturity. In no event will the interest rate on this Note exceed the highest rate permissible under any law which a court of competent jurisdiction will, in a final determination, deem applicable hereto. In the event that a court determines that Bank has received interest and other charges under this Note in excess of the highest permissible rate applicable hereto, such excess will be deemed received on account of, and will automatically be applied to reduce the amounts due to Bank from Borrower under this Note, other than interest in the inverse reverse order of maturity, and the provisions hereof will be deemed amended to provide for the highest permissible ratetheir due dates. If there are no such amounts outstanding, Bank will refund to Borrower such excess. All payments received by Bank will be applied first to Partial prepayments shall not excuse any subsequent payment of amounts advanced by Bank on behalf of Borrower, which may be due for insurance, taxes and attorneys' fees or other charges to be paid by Borrower pursuant to the Agreement and the Loan Documents (as defined herein), then to accrued interest due on this Note, then to the principal, which will be repaid in the inverse order of maturity. Borrower and all endorsers, sureties, guarantors and other persons liable on this Note hereby waive presentment for payment, demand, notice of dishonor, protest, notice of protest and all other demands and notices in connection with the delivery, performance and enforcement of this Note, and one or more extensions and renewals of this Note. This Note may not be changed orally, but only by an instrument in writing. This Note is being delivered in, is intended to be performed in, will be construed and enforceable in accordance with, and be governed by the internal laws of, the State of Ohio without regard to principles of conflict of laws. Borrower agrees that the State and federal courts in Hamilton County, Ohio, or any other court in which Bank initiates pro▇▇▇▇▇▇▇▇, have exclusive jurisdiction over all matters arising out of this Note, and that service of process in any such proceeding will be effective if mailed to Borrower at its address described in the Notices section of the Agreement. BORROWER HEREBY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THIS NOTEdue.

Other Cause. Borrower: MERRYMEETING, INC. DUE DATE: APRIL 30, 2006 /s/ JOHN M. DAVIES -------------------- ------------------------------------- John M. Davies, President ADDRESS: 7763 Sunstone Drive BreckBr▇▇▇▇▇▇▇▇▇, ▇▇▇▇ o 44141 EXHIBIT 2.1(B2.1(A) TERM NOTES NOTE $3,000,000.00 Cincinnati, Ohio 1: [LOGO] FIFTH THIRD BANK (NORTHEASTERN OHIO) 1 SECURED TERM | | | | | | NOTE -------------------------------------------- $ 1,000,000 April 30, 2001 MERRYMEETINGCleveland, INC.Ohio (Effective Date) On or before the Due Date below, a Delaware corporation (the "Borrower")undersigned corporation, for value received, hereby promises to pay to the order of FIFTH THIRD BANK, an Ohio banking corporation Fifth Third Bank (the "Bank"Northeastern Ohio), at its offices located at 38 Fountain Square Plaza1404 East Ninth Street, CincinnatiCleveland, Ohio 45263, in lawful money of ▇▇▇ ▇▇▇▇▇▇ ▇44114 (hereinafter ref▇▇▇▇▇ ▇▇ ▇▇ "▇▇▇▇") ▇▇, ▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ of Three Million D 00/100 ------------------ Dollars ($3,000,000.00) together with plus interest as set forth herein. Interest on the outstanding principal balance of this Note will accrue per annum at a rate per annum equal of PRIME PLUS 175 BASIS POINTS. In the event of a change in said Prime Rate, the rate on this note shall change immediately. In addition, after the Borrower becomes the 80% owner of Frontier Adjusters of America, Inc., the interest rate will be reduced to Prime Rate plus 125 basis points. However, if the contemplated merger does not occur by September 30, 2001, then the interest rate will be increased to 21%. If the merger is consummated after September 30, 2001, Bank will review the creditworthiness of Borrower to determine if the interest rate of 21% per annumshould be decreased. Interest will shall be calculated computed on the basis of a year of 360 days and charged for the actual number of days elapsed. Interest will be This note is payable in immediately available funds at the principal office of Bank on the first day of each calendar month. After maturity, whether by acceleration, notice of intention to prepay or otherwise, this Note will bear interest (computed and adjusted in the same manner, and with the same effect, as interest hereon prior to maturity), payable on demand, at a rate per annum equal to the Default Rate, until paid, and whether before or after the entry of judgment hereon. Accrued and unpaid interest will only follows: Principal shall be due and payable monthly commencing on in installments in the last day amount of May, 2001 $13,888.89 and continuing shall be due on the last day of each month thereafter during MONTH beginning 02/28/2002 with a final payment on April 30, 2006 of the term hereof. The entire principal amount and then owing plus all accrued and unpaid interest due and of this Note will thereon. Interest shall be due and payable at maturity on October 30the LAST day of each month beginning May 31, 20032001. This Principal and interest payments shall be made at the Bank's address above unless otherwise designated by Bank in writing. To secure repayment of this note and all modifications, extensions and renewals thereof, the undersigned has granted to Bank a security interest in certain collateral described pursuant to the terms and conditions of that certain Security Agreement of even date herewith by Borrower in favor of Bank. All documents executed in connection with this Note and all Collateral, including without limitation the following, further secure the Obligations: a blanket lien on all business assets as described in the Security Agreement entered on even date. The Obligations secured by the Collateral (herein, the "Obligations") shall include this note and each and every liability of the undersigned jointly or severally to Bank and all affiliates of Fifth Third Bancorp however created, direct or contingent, due or to become due, whether now existing or hereafter arising, participated in whole or in part, created by trust agreement, lease, overdraft, agreement, or otherwise, in any manner by the undersigned. The undersigned certifies that the proceeds of this loan are to be used for business purposes. If this note is a renewal, in whole or in part, of a previous Obligation, the Term Note referred acceptance by Bank of this note shall not effectuate a payment but rather a continuation of the previous Obligation. Bank may charge and the undersigned agrees to pay, on the above Effective Date, a note processing fee in an amount determined by Bank. Events of Default are as defined in the Credit Agreement between Borrower and Bank of entered on even date herewith, as it may be amended from time to time (the "Agreement"), and is entitled to the benefits, and is subject to the terms, of the Agreement. Capitalized terms used but not otherwise defined herein will have the meanings attributed thereto in the Agreement. The principal of this Note is pre-payable in the amounts and under the circumstances, and its maturity is subject to acceleration upon the terms, set forth in this Agreement. Except as otherwise expressly provided in the Agreement, if any payment on this Note becomes due and payable on a day other than one on which Bank is open for business (a "Business Day"), the maturity thereof will be extended to the next Business Day, and interest will be payable at the rate specified during the extension perioddate. In addition to any other limitations set forth hereinremedy permitted by law, no payment the Bank may at any time after the occurrence of principalEvent of Default and expiration of applicable cure period, interest if any, without notice, apply the Collateral to this note and Bank may, at its option, proceed to enforce and protect its rights by an action at law or in equity or by any other amount due appropriate proceedings. Notwithstanding any other legal or equitable rights of Bank, Bank, 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 this Note shall be madeCollateral 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 therefor, or any additions thereto, through any private or public sale without either demand or notice to the holder shall not exercise undersigned, or any advertisement, the same being hereby expressly waived, at which sale Bank is authorized to purchase said property or any part thereof, free from any right of set-off or recoupment with respect redemption on the part of the undersigned, which is hereby expressly waived and released. In the case of any sale, the undersigned agrees to be and remains liable to Bank for any and every deficiency after application as aforesaid upon the Obligation evidenced by this Note. The undersigned shall pay all costs of collection incurred by Bank, until all including its attorney's fees, if this note is referred to an attorney for collection, whether or not payment is obtained before entry of judgment, which costs and fees are Obligations secured by the Senior Indebtedness (as defined in the Agreement) is paid in full; provided, that Borrower may make and the holder may receive payments of principal and interest on account of this Note in accordance with its terms and may prepay the whole or any part hereof so long as no breach or default or event of default exists or would result therefrom with respect to the Senior Indebtedness. All payments permitted hereunder shall be final in amounts so received shall not thereafter be subject to these subordination provisionsCollateral. If any payment not permitted hereunder is received by the holder on account of this Note before all of the Senior Indebtedness is paid in full, such payment may not be commingled with any asset of holder, shall be held in trust by holder for the benefit of the holders of the Senior Indebtedness and shall be paid over to such holders or their designated representatives, for application to the payment of the Senior Indebtedness then remaining unpaid, until all of the Senior Indebtedness is paid in full and according to their respective interests. After the occurrence of an Event of Default, all amounts of principal outstanding as of the date of the occurrence of such Event of Default will bear interest at the Default Rate, in Bank's sole discretion, without notice to Borrower. This provision does not constitute a waiver of any Events of Default or an agreement by Bank to permit any late payments whatsoever. If any payment of principal is not paid when due (whether by acceleration or otherwise after the expiration of applicable notice grace and cure periodsotherwise) or within 10 days thereafter, if any), Borrower undersigned agrees to pay to Bank a late payment fee equal to five percent (as provided for in any loan agreement or 5%) % of the payment amount then dueamount, whichever is greater with a minimum fee of $20.00. Borrower After an Event of Default, the undersigned agrees to pay to Bank a fixed charge of $25.00, or the undersigned agrees that Bank may, without notice, increase the above stated interest rate by three percent (3%), whichever is greater. 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. The undersigned may prepay any portion all or part of this Note in part at any time note without premium or penalty. Any prepayments under this Note in advance of any amortized payments will , which prepaid amounts shall be applied to reduce the outstanding principal amount of this Note in the inverse chronological order of maturity. In no event will the interest rate on this Note exceed the highest rate permissible under any law which a court of competent jurisdiction will, in a final determination, deem applicable hereto. In the event that a court determines that Bank has received interest and other charges under this Note in excess of the highest permissible rate applicable hereto, such excess will be deemed received on account of, and will automatically be applied to reduce the amounts due to Bank from Borrower under this Note, other than interest in the inverse reverse order of maturity, and the provisions hereof will be deemed amended to provide for the highest permissible ratetheir due dates. If there are no such amounts outstanding, Bank will refund to Borrower such excess. All payments received by Bank will be applied first to Partial prepayments shall not excuse any subsequent payment of amounts advanced by Bank on behalf of Borrower, which may be due for insurance, taxes and attorneys' fees or other charges to be paid by Borrower pursuant to the Agreement and the Loan Documents (as defined herein), then to accrued interest due on this Note, then to the principal, which will be repaid in the inverse order of maturity. Borrower and all endorsers, sureties, guarantors and other persons liable on this Note hereby waive presentment for payment, demand, notice of dishonor, protest, notice of protest and all other demands and notices in connection with the delivery, performance and enforcement of this Note, and one or more extensions and renewals of this Note. This Note may not be changed orally, but only by an instrument in writing. This Note is being delivered in, is intended to be performed in, will be construed and enforceable in accordance with, and be governed by the internal laws of, the State of Ohio without regard to principles of conflict of laws. Borrower agrees that the State and federal courts in Hamilton County, Ohio, or any other court in which Bank initiates pro▇▇▇▇▇▇▇▇, have exclusive jurisdiction over all matters arising out of this Note, and that service of process in any such proceeding will be effective if mailed to Borrower at its address described in the Notices section of the Agreement. BORROWER HEREBY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THIS NOTEdue.

Other Cause. Borrower: MERRYMEETING, INC. DUE DATE: APRIL 30, 2006 /s/ JOHN M. DAVIES -------------------- ------------------------------------- John M. Davies, President ADDRESS: 7763 Sunstone Drive Breck▇Brecks▇▇▇▇▇, ▇▇▇▇ 44141 EXHIBIT 2.1(B▇4141 ▇▇▇▇▇▇▇ ▇.▇(▇) TERM NOTE $3,000,000.00 Cincinnati, Ohio April 30, 2001 MERRYMEETING, INC., a Delaware corporation (the "Borrower"), for value received, hereby promises to pay to the order of FIFTH THIRD BANK, an Ohio banking corporation (the "Bank"), at its offices located at 38 Fountain Square Plaza, Cincinnati, Ohio 45263, in lawful money of ▇t▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ of Three Million Dollars ($3,000,000.00) together with interest as set forth herein. Interest on the outstanding principal balance of this Note will accrue at a rate per annum equal to 21% per annum. Interest will be calculated on the basis of a year of 360 days and charged for the actual number of days elapsed. Interest will be payable in immediately available funds at the principal office of Bank on the first day of each calendar month. After maturity, whether by acceleration, notice of intention to prepay or otherwise, this Note will bear interest (computed and adjusted in the same manner, and with the same effect, as interest hereon prior to maturity), payable on demand, at a rate per annum equal to the Default Rate, until paid, and whether before or after the entry of judgment hereon. Accrued and unpaid interest will only be due and payable monthly commencing on the last day of May, 2001 and continuing on the last day of each month thereafter during the term hereof. The entire principal amount and all accrued and unpaid interest due and of this Note will be due and payable on October 30, 2003. This Note is the Term Note referred to in the Credit Agreement between Borrower and Bank of even date herewith, as it may be amended from time to time (the "Agreement"), and is entitled to the benefits, and is subject to the terms, of the Agreement. Capitalized terms used but not otherwise defined herein will have the meanings attributed thereto in the Agreement. The principal of this Note is pre-payable in the amounts and under the circumstances, and its maturity is subject to acceleration upon the terms, set forth in this Agreement. Except as otherwise expressly provided in the Agreement, if any payment on this Note becomes due and payable on a day other than one on which Bank is open for business (a "Business Day"), the maturity thereof will be extended to the next Business Day, and interest will be payable at the rate specified during the extension period. In addition to any other limitations set forth herein, no payment of principal, interest or any other amount due with respect to this Note shall be made, and the holder shall not exercise any right of set-off or recoupment with respect to this Note, until all of the Senior Indebtedness (as defined in the Agreement) is paid in full; provided, that Borrower may make and the holder may receive payments of principal and interest on account of this Note in accordance with its terms and may prepay the whole or any part hereof so long as no breach or default or event of default exists or would result therefrom with respect to the Senior Indebtedness. All payments permitted hereunder shall be final in amounts so received shall not thereafter be subject to these subordination provisions. If any payment not permitted hereunder is received by the holder on account of this Note before all of the Senior Indebtedness is paid in full, such payment may not be commingled with any asset of holder, shall be held in trust by holder for the benefit of the holders of the Senior Indebtedness and shall be paid over to such holders or their designated representatives, for application to the payment of the Senior Indebtedness then remaining unpaid, until all of the Senior Indebtedness is paid in full and according to their respective interests. After the occurrence of an Event of Default, all amounts of principal outstanding as of the date of the occurrence of such Event of Default will bear interest at the Default Rate, in Bank's sole discretion, without notice to Borrower. This provision does not constitute a waiver of any Events of Default or an agreement by Bank to permit any late payments whatsoever. If any payment of principal is not paid when due (whether by acceleration or otherwise after the expiration of applicable notice grace and cure periods, if any), Borrower agrees to pay to Bank a late payment fee equal to five percent (5%) of the payment amount then due. Borrower may prepay any portion of this Note in part at any time without premium or penalty. Any prepayments under this Note in advance of any amortized payments will be applied to reduce the outstanding principal amount of this Note in the inverse chronological order of maturity. In no event will the interest rate on this Note exceed the highest rate permissible under any law which a court of competent jurisdiction will, in a final determination, deem applicable hereto. In the event that a court determines that Bank has received interest and other charges under this Note in excess of the highest permissible rate applicable hereto, such excess will be deemed received on account of, and will automatically be applied to reduce the amounts due to Bank from Borrower under this Note, other than interest in the inverse order of maturity, and the provisions hereof will be deemed amended to provide for the highest permissible rate. If there are no such amounts outstanding, Bank will refund to Borrower such excess. All payments received by Bank will be applied first to payment of amounts advanced by Bank on behalf of Borrower, which may be due for insurance, taxes and attorneys' fees or other charges to be paid by Borrower pursuant to the Agreement and the Loan Documents (as defined herein), then to accrued interest due on this Note, then to the principal, which will be repaid in the inverse order of maturity. Borrower and all endorsers, sureties, guarantors and other persons liable on this Note hereby waive presentment for payment, demand, notice of dishonor, protest, notice of protest and all other demands and notices in connection with the delivery, performance and enforcement of this Note, and one or more extensions and renewals of this Note. This Note may not be changed orally, but only by an instrument in writing. This Note is being delivered in, is intended to be performed in, will be construed and enforceable in accordance with, and be governed by the internal laws of, the State of Ohio without regard to principles of conflict of laws. Borrower agrees that the State and federal courts in Hamilton County, Ohio, or any other court in which Bank initiates pro▇proc▇▇▇▇▇▇▇, have exclusive jurisdiction over all matters arising out of this Note, and that service of process in any such proceeding will be effective if mailed to Borrower at its address described in the Notices section of the Agreement. BORROWER HEREBY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THIS NOTE.