Exhibit 10.1
AMENDMENT AGREEMENT
This AMENDMENT AGREEMENT is made as of March 31, 1998 (this "Amendment
Agreement") by and among GEOWASTE INCORPORATED (the "Parent"), a Delaware
corporation, its Subsidiaries listed on SCHEDULE 1 hereto (the Parent and such
Subsidiaries herein collectively referred to as the "Borrowers" and,
individually, as a "Borrower") and BANKBOSTON, N.A. (the "Lender"), a national
banking association, amending or modifying (i) the Revolving Credit Agreement
dated as of October 9, 1997 (as amended and in effect from time to time, the
"Credit Agreement"), among the Parent, its Subsidiaries (as defined therein) and
the Lender, (ii) the Security Agreement dated as of October 9, 1997 (the
"Security Agreement"), among the Parent, its Subsidiaries (as defined therein)
and the Lender and (iii) the Pledge Agreement dated as of October 9, 1997 (the
"Pledge Agreement") among the Parent, GeoWaste Acquisition Corp. and the Lender.
WHEREAS, GeoWaste Transfer, Inc. (the "New Borrower") is a newly
created Subsidiary of the Parent;
WHEREAS, it is a condition precedent to the Lender continuing to
extend credit to the Borrowers under the Credit Agreement that the New Borrower
become a party to the Credit Agreement, the Security Agreement and other Loan
Documents;
WHEREAS, the New Borrower desires to become a Borrower under the
Credit Agreement and grant to the Lender security interests in favor of the
Lender as set forth in the Security Agreement;
WHEREAS, the parties hereto desire that the Total Commitment under the
Credit Agreement shall increase by $1,000,000 to $6,000,000.
WHEREAS, the parties hereto have agreed to modify certain terms and
conditions of the Credit Agreement, as specifically set forth in this Amendment
Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Borrowers and the Lender hereby agree as follows:
Section 1. DEFINITIONS. Capitalized terms used herein and not
otherwise defined herein have the meanings given to such terms in the Credit
Agreement.
Section 2. AMENDMENTS TO THE CREDIT AGREEMENT. The Credit Agreement is
hereby amended as follows:
Section 2.1. AMENDMENT TO SCHEDULE 1 OF THE CREDIT AGREEMENT. SCHEDULE
1 of the Credit Agreement is hereby amended by deleting SCHEDULE 1 in its
entirety and replacing it with the SCHEDULE 1 attached hereto, adding the New
Borrower as a Subsidiary of the Parent. And, the New Borrower hereby agrees to
be bound by the terms of the Credit Agreement as if an original signatory.
Section 2.2. AMENDMENT TO SS.2.1 OF THE CREDIT AGREEMENT. ss.2.1 of
the Credit Agreement is hereby amended by deleting the amount "$5,000,000" and
substituting in lieu thereof the amount "$6,000,000".
Section 3. AMENDMENT TO THE SECURITY AGREEMENT. The Security Agreement
is amended by including the New Borrower as a Borrower under the Security
Agreement, thereby granting to the Lender, to secure the payment and performance
in full of all of the Obligations, a security interest in and so pledging and
assigning to the Lender all of the Collateral (as defined in the Security
Agreement) of the New Borrower, and becoming legally bound to each of the terms
and provisions of the Security Agreement as if an original signatory.
Section 4. JOINDER TO THE PLEDGE AGREEMENT. The New Borrower hereby
joins the Pledge Agreement for the sole purpose of consenting to being bound by
the provisions of ss.ss.4, 6 and 7 thereof and to cooperate fully and in good
faith with the Parent and the Lender in carrying out such provisions as if an
original signatory.
Section 5. CONDITIONS TO EFFECTIVENESS. This Amendment Agreement shall
be effective as of the date hereof, subject to the satisfaction of each of the
following conditions precedent:
(a) This Amendment Agreement shall have been duly executed and
delivered by each of the Borrowers and the Lender;
(b) The Lender shall have received an amended and restated Revolving
Credit Note, duly and properly authorized, executed and delivered by the
Borrowers in favor of the Lender, in form and substance satisfactory to the
Lender;
(c) The Lender shall have received a perfection certificate, duly and
properly authorized, executed and delivered by the New Borrower, in form and
substance satisfactory to the Lender;
(d) The Lender shall have received UCC-1 financing statements, to be
filed in appropriate jurisdictions, duly and properly authorized, executed and
delivered by the New Borrower, in form and substance satisfactory to the Lender.
(e) The Security Documents and this Amendment Agreement shall be
effective to create in favor of the Lender a legal, valid and enforceable first
security interest in and lien upon the Collateral of the New Borrower, subject
only to Permitted Liens. All filings, recordings, deliveries of instruments and
other actions necessary or desirable in the opinion of the Lender to protect and
preserve such security interests shall have been duly effected. The Lender shall
have received evidence thereof in form and substance satisfactory to the Lender.
(f) The Lender shall have received stock certificates, with stock
powers endorsed in blank thereto, representing all of the shares of capital
stock of the New Borrower, in form and substance satisfactory to the Lender;
(g) The Lender shall have received the Articles of Incorporation of
the New Borrower, certified of recent date by the Secretary of State of the
State of Delaware;
(h) The Lender shall have received the Certificate of the New
Borrower's Foreign Qualification of recent date for the State of New York;
(i) The Lender shall have received a copy, certified by a duly
authorized officer of the New Borrower to be true and complete, of its by-laws
as in effect on such date;
(j) The Lender shall have received authorizing resolutions and
incumbency certificates from each of the Borrowers, authorizing such company's
execution and delivery of, and the performance of its obligations under this
Amendment Agreement, certified by the Secretary of such company; and
(k) The Lender shall have received a favorable legal opinion, dated as
of the date hereof, addressed to the Lender from counsel to the Borrowers, in
form and substance satisfactory to the Lender.
Section 6. REPRESENTATIONS AND WARRANTIES; NO DEFAULT; AUTHORIZATION.
The Borrowers hereby represent and warrant to the Lender as follows:
(a) Each of the representations and warranties of each of the
Borrowers contained in the Credit Agreement, the other Loan Documents or in any
document or instrument delivered pursuant to or in connection with the Credit
Agreement, the other Loan Documents or this Amendment Agreement was true as of
the date as of which it was made, and no Default or Event of Default has
occurred and is continuing as of the date of this Amendment Agreement; and
(b) This Amendment Agreement has been duly authorized, executed and
delivered by each of the Borrowers to the Lender and shall be in force and
effect upon the satisfaction of the conditions set forth in ss.3 hereof, and the
agreements of the Borrowers in the Credit Agreement, as amended, or in the other
Loan Documents, as amended, respectively constitute the legal, valid and binding
obligations of each of the Borrowers, enforceable against each of the Borrowers
in accordance with their respective terms.
Section 7. RATIFICATION, ETC. Except as otherwise expressly set forth
herein, all terms and conditions of the Credit Agreement and the other Loan
Documents are hereby ratified and confirmed and shall remain in full force and
effect. Without limiting the generality of the foregoing, each of the Borrowers
expressly affirms all of its obligations under each of the Loan Documents to
which it is a party, including, without limitation, the Credit Agreement, as
amended hereby, and confirms that its obligations thereunder are secured under
and in accordance with the Security Documents. Nothing herein shall be construed
to be an Amendment Agreement or a waiver of any requirements of the Credit
Agreement or of any of the other Loan Documents except as expressly set forth
herein.
Section 8.COUNTERPARTS. This Amendment Agreement may be executed in
any number of counterparts, which together shall constitute one instrument.
Section 9. GOVERNING LAW. THIS AMENDMENT AGREEMENT SHALL BE A CONTRACT
UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, SHALL FOR ALL PURPOSES BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF SAID
COMMONWEALTH, WITHOUT REFERENCE TO CONFLICTS OF LAW, AND IS INTENDED TO TAKE
EFFECT AS A SEALED INSTRUMENT.
Section 10. EFFECTIVE DATE. Subject to the satisfaction of the
conditions precedent set forth in ss.5 hereof, this Amendment Agreement shall be
deemed to be effective as of the date hereof, PROVIDED, HOWEVER, the amendment
set forth in ss.2.2 hereof shall be effective as of June 1, 1998.
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
Agreement as a sealed instrument as of the date first set forth above.
THE BORROWERS:
GEOWASTE INCORPORATED
By: /S/ XXX X. MACF. XXXXXXX
-------------------------------
Title: President
GEOWASTE ACQUISITION CORP.
By: /S/ XXX X. MACF. BURBOTT
--------------------------------
Title: President
GEOWASTE OF FL, INC.
By: /S/ XXX X. MACF. XXXXXXX
--------------------------------
Title: President
GEOWASTE OF GA, INC.
By: /S/ XXX X. MACF. BURBOTT
--------------------------------
Title: President
GEOWASTE TRANSFER, INC.
By: /S/ XXX X. MACF. XXXXXXX
--------------------------------
Title: President
LOW BROOK DEVELOPMENT, INC.
By: /S/ XXX X. MACF. BURBOTT
--------------------------------
Title: President
NORTH FLORIDA SWEEPING, INC.
By: /S/ XXX X. MACF. XXXXXXX
--------------------------------
Title: President
SPECTRUM GROUP, INC.
By: /S/ XXX X. MACF. BURBOTT
--------------------------------
Title: President
THE LENDER:
BANKBOSTON, N.A.,
By: /S/ XXXXXXX X. XXXXXXXXX
--------------------------------
Title: Vice President
ITEM 1, SCHEDULE 1
SUBSIDIARIES OF THE PARENT
STATE AND DATE
OF QUALIFIED SHARES
NAME AND ADDRESS EIN # INCORPORATION IN SUBSIDIAIRES ISSUED
-------------------- ----- -------------- -------- ------------ -------
GeoWaste of FL, Inc. 00-0000000 DE - 2/6/97 Florida None 100
0000 Xxxxxx Xxxx 000, Xxxx
Xxxxxxxxxxxx, XX 00000
Low Brook Development, Inc. 00-0000000 XX - 00/0/00 XX Xxxx 0000
[f/k/a GeoWaste of PA,Inc.]
Suite 700
000 Xxxx Xxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Spectrum Group, Inc. 00-0000000 FL - 8/25/78 NA None 100
[f/k/a Spectrum
Entertainment Group, Inc.;
All American Recycling, Inc.;
Ocala Recycling Center, Inc.]
[d/b/a United Sanitation]
000 Xxxxx Xxxx Xxxxxx
Xxxxx, XX 00000
GeoWaste Acquisition Corp. 00-0000000 DE - 7/1/91 Georgia GeoWaste of 100
[f/k/a Utah Acquisition GA, Inc.
Subsidiary, Inc.]
Xxxxx 000
000 Xxxx Xxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
GeoWaste of GA, Inc. 00-0000000 GA - 5/28/85 Florida NA 100
[f/k/a Big Bin Services, Inc.]
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
[d/b/a Pecan Row Landfill]
0000 Xxxxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
[d/b/a St. Augustine Transfer]
000 Xxxxxxx
Xx. Xxxxxxxxx, XX 00000
GeoWaste Transfer, Inc. 00-0000000 DE - 1/13/98 Xxxxxxx XX 000
Xxxxx 000 Xxx Xxxx
000 Xxxx Xxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
