NOTE AND SECURED REVOLVING LINE OF
CREDIT AGREEMENT MODIFICATION AGREEMENT NO. 5
THIS AGREEMENT, made this 17th day of June, 1996, by and between FLEET
BANK f/k/a FLEET BANK OF NEW YORK, a bank organized and existing under the laws
of the State of New York, and having its principal banking house located at 00
Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000 (herein called the "Bank") and
ENVIRONMENT-ONE CORPORATION, a New York corporation with its principal place of
business at X.X. Xxx 000, 0000 Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxx Xxxx 00000
(herein called the "Borrower").
W I T N E S S E T H:
WHEREAS, the Borrower did execute and deliver to the Bank a Business
Purpose Promissory Note (Demand - Line of Credit) in the face amount of Two
Million Five Hundred Thousand and no/100 Dollar ($2,500,000.00) dated as of
October 2, 1992 (herein called the "Prior Note"); and
WHEREAS, the Prior Note was subject to the terms and conditions of a
Secured Revolving Line of Credit Agreement also dated as of October 2, 1992 by
and between the Bank and the Borrower (the "Line of Credit Agreement"); and
WHEREAS, the Prior Note and the Line of Credit Agreement were modified
by the parties pursuant to the terms of a Note and Line of Credit Agreement
Modification Agreement by and between the Borrower and the Bank dated the 23rd
day of March, 1994 and a Letter Agreement dated May 10, 1994 (collectively the
"Modification Agreement"); and
WHEREAS, the Prior Note and the Line of Credit Agreement were further
modified by the parties pursuant to the terms of a Note and Line of Credit
Agreement Modification Agreement No. 2 by and between the Borrower and the Bank
dated the 20th day of March, 1995 (the "Modification Agreement No. 2"); and
WHEREAS, the Prior Note and the Line of Credit Agreement were further
modified by the parties pursuant to the terms of a Note and Line of Credit
Agreement Modification Agreement No. 3 by and between the Borrower and the Bank
dated the 30th day of March, 1995 (the "Modification Agreement No. 3"); and
WHEREAS, the Prior Note and the Line of Credit Agreement were further
modified by the parties pursuant to the terms of a Note and Line of Credit
Agreement Modification Agreement No. 4 by and between the Borrower and the Bank
dated the 18th day of October, 1995 (the "Modification Agreement No. 4").
Pursuant to the terms of Modification Agreement No. 4, the Prior Note was
modified, replaced and restated in its entirety by a Line of Credit Note in the
face amount of $2,500,000.00 dated October 18, 1995, executed by the Borrower in
favor of the Bank (the "Note"); and
WHEREAS, the Borrower and the Bank desire to further modify certain
terms of the Note and the Line of Credit Agreement, but only pursuant to the
terms and conditions of this Note and Line of Credit Agreement Modification
Agreement No. 5.
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, receipt of which is acknowledged by the parties
hereto, the Borrower and the Bank mutually agree and covenant as follows:
1. The definition of "Maturity Date" in the Note is hereby amended to
read April 30, 1997.
2. The definition of "Floating Rate" on page 1 of the Note is hereby
modified to read in its entirety as follows:
"Floating Rate - The Fleet Bank Prime Rate, as such rate
changes from time to time."
3. The definition of "Libor Fixed Rate" on page 3 of the Note is hereby
modified to read in its entirety as follows:
"Libor Fixed Rate - A per annum rate fixed at the Libor
Rate, plus two percent (2.00%)."
4. The in the Line of Credit Agreement, as modified, that the Borrower
pay to the Bank a one-quarter of one percent fee on the unused portion of the
Note is hereby eliminated.
5. All the other terms and conditions of the Note and the Line of
Credit Agreement, as previously 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, remain in full force and
effect, with the exception of the modifications set forth in paragraphs 1
through 4 above.
6. The Borrower hereby warrants and covenants to the Bank that as of
the date of this Agreement, there are no disputes, offsets, claims or
counterclaims of any kind or nature whatsoever under the Prior Note, the Note,
the Line of Credit Agreement, the Modification Agreement, the Modification
Agreement No. 2, the Modification Agreement No. 3, the Modification Agreement
No. 4 or any of the documents executed in connection therewith or herewith or
the obligations represented or evidenced thereby or hereby.
IN WITNESS WHEREOF, the parties hereto have executed this Note and Line
of Credit Agreement Modification Agreement No. 5 as of the 17th day of June,
1996.
FLEET BANK ENVIRONMENT-ONE CORPORATION
By:/s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxx Xxxxxxxxx
------------------------ ------------------------
Xxxxx X. Xxxxxxxx, Xxxxxx Xxxxxxxxx, President
Vice President and Chief Executive Officer
By: /s/ Xxxxxx Xxxxx
---------------------
Xxxxxx Xxxxx, Treasurer
STATE OF NEW YORK )
) ss.:
COUNTY OF Schenectady )
On this 17th day of June, 1996, 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. Xxxxxx 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. Xxxxx
------------------
Xxxxx X. Xxxxx
Notary Public State of Xxx Xxxx
Xx. 0000000
XXXXX XX XXX XXXX ) Qualified in Schenectady County
) ss.: Commission Expires January 10, 1998
COUNTY OF Schenectady )
On this 17th day of June, 1996, 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 X., 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. Xxxxx
------------------
Xxxxx X. Xxxxx
STATE OF NEW YORK ) Notary Public State of New York
) ss.: Xx. 0000000
XXXXXX XX Xxxxxx ) Qualified in Schenectady County
Commission Expires January 10, 1998
On this 17th day of May, 1996, 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/Xxxx X. Xxxxxxx
------------------
Xxxx X. Xxxxxxx
Notary Public in the State of New York
Residing in Schenectady County
My Commission Expires 5/31/96
