BUILDING LOAN AGREEMENT MODIFICATION AGREEMENT
AGREEMENT dated as of this 15th day of November, 1995 by and between
FLEET BANK f/k/a FLEET BANK OF NEW YORK, a bank organized and existing under and
by virtue of the laws of the State of New York and having its principal banking
house located at 00 Xxxxx Xxxxxx, Xxxx xxx Xxxxxx xx Xxxxxx, Xxx Xxxx 00000
(herein referred to as the "Lender") and ENVIRONMENT-ONE CORPORATION, a New York
corporation with an office and principal place of business at P. O. Xxx 000,
0000 Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxx Xxxx 00000 (herein called the "Borrower").
W I T N E S S E T H:
WHEREAS, on December 30, 1992, the Lender loaned to the Borrower Three
Million and no/100 Dollars ($3,000,000.00) pursuant to a Business Purpose Note
(herein called the "1992 Note") dated said 30th day of December, 1992, executed
by the Borrower in favor of the Lender; and
WHEREAS, One Million Two Hundred Thousand and no/100 Dollars
($1,200,000.00) of the 1992 Note proceeds were to be advanced to the Borrower
pursuant to the terms of a Building Loan Agreement also dated as of December 30,
1992, executed by the Borrower in favor of the Lender and duly filed in the
Office of the Schenectady County Clerk (the "Building Loan Agreement"). As at
the date hereof, Seventy-Five Thousand Four Hundred Ninety-Eight and 11/100
Dollars ($75,498.11) remains unadvanced pursuant to the terms of the Building
Loan Agreement; and
WHEREAS, One Million Eight Hundred Thousand and no/100 Dollars
($1,800,000.00) of the 1992 Note proceeds were to be advanced to the Borrower
pursuant to a Loan and Security Agreement (herein called the "1992 Loan
Agreement") also dated December 30, 1992, executed by the Borrower in favor of
the Lender; and
WHEREAS, the 1992 Note and the 1992 Loan Agreement were modified by the
parties pursuant to the terms of a Note and Loan and Security Agreement
Modification Agreement by and between the Borrower and the Lender dated the 23rd
day of March, 1994 (the "Modification Agreement"), were further modified by the
parties pursuant to the terms of a Note and Loan and Security Agreement
Modification Agreement No. 2 by and between the Borrower and the Lender dated
the 20th day of March, 1995 (the "Modification Agreement No. 2"); were further
modified by the parties pursuant to the terms of a Note and Loan and Security
Agreement Modification Agreement No. 3 by and between the Borrower and the
Lender dated the 30th day of March, 1995 (the "Modification Agreement No. 3");
and were further modified pursuant to the terms of a Note and Loan and Security
Modification Agreement No. 4 by and between the Borrower and the Lender dated
the 18th day of October, 1995 (the "Modification Agreement No. 4"). The 1992
Note, as modified pursuant to the Modification Agreement, the Modification
Agreement No. 2, the Modification Agreement No. 3 and the Modification Agreement
No. 4 is hereinafter referred to as the "Note", and the 1992 Loan Agreement, as
modified pursuant to the terms of the Modification Agreement, the Modification
Agreement No. 2, the Modification Agreement No. 3 and the Modification Agreement
No. 4 is hereinafter referred to as the "Loan Agreement";
WHEREAS, the Borrower, as additional collateral security for the
repayment of the Note, including interest, executed and delivered to the Lender
on December 30, 1992 a mortgage (herein called the "Mortgage") covering those
premises described on Schedule A, as well as other property; and
WHEREAS, the Borrower and the Lender wish to modify the terms and
conditions of the Building Loan Agreement to allow the Lender to advance to the
Borrower the remaining Seventy-Five Thousand Four Hundred Ninety-Eight and
11/100 Dollars ($75,498.11) of Note proceeds to be advanced pursuant to the
terms of the Building Loan Agreement.
NOW, THEREFORE, in pursuance of said agreement and in consideration of
the mutual promises, covenants and agreements herein contained and other good
and valuable consideration, the receipt of which is hereby respectfully
acknowledged by the parties, the Borrower and the Lender agree as follows:
1. Paragraph 8 of the Building Loan Agreement is modified and replaced
in its entirety as follows:
"8. In the case the Project is not completed on or before the 30th day
of June, 1996, or if the Borrower is in default pursuant to any of the
terms and conditions of this Building Loan Agreement, the Note, the
Loan Agreement, the Mortgage or any other instrument of credit or
lending between the Borrower and the Lender - the Lender may enter and
complete the Project or protect it from whether and from any injury or
damage in such manner as it shall deem best, with any expense incurred
by the Lender to be and continue as a part of the money to be advanced
and secured by the Mortgage; or Lender, at its option, may deem said
Mortgage and the amount advanced thereof under and by virtue of this
Agreement and the Loan Agreement, to be immediately due and payable;
and the determination of said Lender that there has been such failure
to proceed diligently with the construction and completion of the
Project shall be final for all intents and purposes, as between the
parties hereto. Lender shall have no obligation to complete the
construction, but if it does, the terms of this paragraph shall apply."
2. Except as expressly modified hereunder, all the other terms and
conditions of the Building Loan Agreement remain in full force and effect.
3. The undersigned hereby warrants and covenants to the Lender that as
of the date of this Agreement, there are no disputes, offsets, claims or
counterclaims of any kind or nature whatsoever under the Note, the Mortgage, the
Building Loan Agreement, the Loan Agreement or any of the documents executed in
connection herewith or therewith or the obligations represented or evidenced
hereby or thereby.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
year and date above written.
ENVIRONMENT-ONE CORPORATION
By: /s/ Xxxxxx Xxxxxxxxx
---------------------------
Xxxxxx Xxxxxxxxx, President
and Chief Executive Officer
By: /s/ Xxxxxx Xxxxx
---------------------------
Xxxxxx Xxxxx, Treasurer
FLEET BANK
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------
Xxxxx X. Xxxxxxxx
Vice President
STATE OF NEW YORK )
) ss.:
COUNTY OF SCHENECTADY )
On this 15th day of November, 1995, before me personally appeared
Xxxxxx Xxxxxxxxx, to me known, who being by me duly sworn, did depose and say
that he resides at 000 Xx. Xxxxx'x Xxxx, Xxxxxxxxxxx, Xxx Xxxx 00000, that he is
the President and Chief Executive Officer of ENVIRONMENT-ONE CORPORATION, the
corporation described in and which executed the above instrument; and that he
signed his name thereto by order of the Board of Directors of said corporation.
/s/ Xxxxx X. Xxxxxxx
------------------------
Notary Public
XXXXX X. XXXXXXX
Notary Public, State of New York
No. 4990816
Qualified in Schenectady County
Commission Expires January 13, 0000
XXXXX XX XXX XXXX )
) ss.:
COUNTY OF SCHENECTADY )
On this 15th day of November, 1995, before me personally appeared
Xxxxxx Xxxxx, to me known, who being by me duly sworn, did depose and say that
he resides at 00 Xxxxxxxxxx Xxx Xxxxx, Xxxxxxx Xxxx, Xxx Xxxx 00000, that he is
the Treasurer of ENVIRONMENT-ONE CORPORATION, the corporation described in and
which executed the above instrument; and that he signed his name thereto by
order of the Board of Directors of said corporation.
/s/ Xxxxx X. Xxxxxxx
------------------------
Notary Public
XXXXX X. XXXXXXX
Notary Public, State of New York
No. 4990816
Qualified in Schenectady County
Commission Expires January 13, 0000
XXXXX XX XXX XXXX )
) ss.:
COUNTY OF SCHENECTADY )
On this 15th day of November, 1995, before me personally appeared Xxxxx
X. Xxxxxxxx, to me known, who being by me duly sworn, did depose and say that he
resides at 000 Xxxxxx Xxx, Xxxxxxxxxxx, Xxx Xxxx 00000, that he is a Vice
President of FLEET BANK, the corporation described in and which executed the
above instrument; and that he signed his name thereto by order of the Board of
Directors of said corporation.
/s/ Xxxxx X. Xxxxxxx
------------------------
Notary Public
XXXXX X. XXXXXXX
Notary Public, State of New York
No. 4990816
Qualified in Schenectady County
Commission Expires January 13, 1998
