NOTE AND LOAN AND SECURITY
AGREEMENT MODIFICATION AGREEMENT NO. 4
This Agreement dated this 18 day of October, 1995, between
ENVIRONMENT-ONE CORPORATION, a New York corporation with its principal place of
business at P. O. Xxx 000, 0000 Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxx Xxxx 00000
(hereinafter called the "Borrower"), and FLEET BANK f/k/a FLEET BANK OF NEW
YORK, a bank organized and existing under the laws of the State of New York
having its principal banking house located at 00 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx
00000 (hereinafter called the "Lender").
W I T N E S S E T H:
WHEREAS, the Borrower did execute and deliver to the Lender a Three
Million and no/100 Dollar ($3,000,000.00) Business Promissory Note dated
December 30, 1992 (hereinafter called the "Note"); and
WHEREAS, the Note was subject to the terms and conditions in a Loan and
Security Agreement also dated the 30th day of December, 1992 between the
Borrower and the Lender (hereinafter called the "Loan and Security Agreement");
and
WHEREAS, the Note and the Loan and Security 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"); and
WHEREAS, the Note and the Loan and Security Agreement were 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"); and
WHEREAS, the Note and the Loan and Security Agreement were 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
WHEREAS, the Borrower and the Lender desire to further modify certain
terms of the Note and the Loan and Security Agreement, but only pursuant to the
terms and conditions of this Note and Loan and Security Agreement Modification
Agreement No. 4.
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 Lender mutually agree and covenant as follows:
1. The interest rate set forth in the first paragraph of the Note is
hereby modified as follows:
"The Borrower agrees to pay interest on the disbursed, unpaid
principal from the date hereof, computed on a 360 day basis, but
chargeable on actual days, at a per annum rate equal to 1.25% above the
"Fleet Bank Prime Rate", adjusted as of the date said "Fleet Bank Prime
Rate" is changed at the Lender. The "Fleet Bank Prime Rate" is that
rate announced from time to time by the Lender as a reference point for
determining interest rates charged on certain loans and is not
necessarily the lowest rate at which the Lender lends. Upon receipt by
the Lender of the Borrower's internally prepared financial statements
for the period ending September 30, 1995, which financial statements
must evidence Borrower's compliance with all financial covenants set
forth in Schedule A to that certain Loan and Security Agreement
executed by the Borrower in favor of the Lender on December 30, 1992,
as modified, the interest rate chargeable hereunder shall decrease to
1.00% above the "Fleet Bank Prime Rate", adjusted as of the date said
"Fleet Bank Prime Rate" is changed at the Lender. Upon receipt by the
Lender of the Borrower's audited financial statements for the period
ending December 31, 1995, which financial statements must evidence
Borrower's compliance with all financial covenants set forth in
Schedule A to that certain Loan and Security Agreement executed by the
Borrower in favor of the Lender on December 30, 1992, as modified, the
interest rate chargeable hereunder shall decrease to .75% above the
"Fleet Bank Prime Rate", adjusted as of the date said "Fleet Bank Prime
Rate" is changed at the Lender."
2. Per agreement between the Borrower and the Lender, the advance
period for all Note draws expired on December 31, 1994. Pursuant to the terms
hereof, as long as the Borrower is not in default pursuant to the terms of the
Note and/or the Loan Agreement, as previously modified, the Lender agrees to
reopen the advance period for the remaining $329,086.91 left to be advanced
under the Note until June 30, 1996.
3. Except as expressly modified hereunder, all the terms and conditions
of the Note, as previously modified pursuant to the terms of the Modification
Agreement, the Modification Agreement No. 2 and Modification Agreement No. 3,
remain in full force and effect, with the exception of the modifications set
forth in paragraph 1 above. All the terms and conditions of the Loan and
Security Agreement, as previously modified pursuant to the terms of the
Modification Agreement, the Modification Agreement No. 2 and Modification
Agreement No. 3, shall continue to apply to the Note as further modified
hereunder.
4. The Borrower 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 Loan and
Security Agreement, the Modification Agreement, the Modification Agreement No.
2, the Modification Agreement No. 3 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 Loan
and Security Agreement Modification Agreement No. 4 as of the 18 day of October,
1995.
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 Schencetady )
On this 18th day of October, 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. 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
------------------
Notary Public
XXXXX X. XXXXX
Notary Public, State of New York
No. 5022470
Qualified in Schenectady County
Commission Expires January 10, 0000
XXXXX XX XXX XXXX )
) ss.:
COUNTY OF Schenectady )
On this 18th day of October, 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. Xxxxx
------------------
Notary Public
XXXXX X. XXXXX
Notary Public, State of New York
No. 5022470
Qualified in Schenectady County
Commission Expires January 10, 0000
XXXXX XX XXX XXXX )
) ss.:
COUNTY OF Albany )
On this 16th day of October, 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/ Xxxxxx X. Xxxxxxx
-----------------------
Notary Public
XXXXXX X. XXXXXXX
Notary Public, State of New York
Qualified in Schenectady County
Commission Expires April 3, 1997
