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SECOND LOAN MODIFICATION AGREEMENT
This Second Loan Modification Agreement ("this Agreement") is made as of
August 7, 1997 by and among Fleet National Bank (the "Bank") (the Bank being the
successor by merger to Fleet National Bank of Massachusetts, said Fleet National
Bank of Massachusetts being formerly known as "Shawmut Bank, N.A."), GZA
GeoEnvironmental Technologies, Inc., a Delaware corporation ("GZA"), GZA
GeoEnvironmental, Inc., a Massachusetts corporation ("GZA Associates"), GZA
Drilling, Inc., a Massachusetts corporation ("GZA Drilling"), GZA Remediation,
Inc., a Massachusetts corporation ("GZA Remediation"), GZA Securities Corp., a
Massachusetts corporation ("GZA Securities"), Delta Geotechnical Services, Inc.,
a Massachusetts corporation ("Delta"), ▇▇▇▇▇▇ Enterprises, Inc., a Massachusetts
corporation ("▇▇▇▇▇▇") and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Associates of ▇▇▇ ▇▇▇▇, ▇.▇. ("▇▇▇ ▇▇▇
▇▇▇▇") (▇▇▇, ▇▇▇ Associates, GZA Drilling, GZA Remediation, GZA Securities,
Delta, ▇▇▇▇▇▇ and GZA New York being hereinafter referred to collectively as the
"Borrowers" and individually as a "Borrower"). For good and valuable
consideration, receipt and sufficiency of which are hereby acknowledged, the
Borrowers and the Bank act and agree as follows:
1. Reference is made to: (i) that certain Revolving Credit and Term Loan
Agreement dated as of February 28, 1994 among Shawmut Bank, N.A. and the
Borrowers, as amended (as so amended, the "Loan Agreement"), the Bank having
succeeded by merger to the rights of Shawmut Bank, N.A. thereunder; (ii) that
certain $5,500,000 face principal amount promissory note dated February 28, 1994
(the "1994 Line of Credit Note") made by the Borrowers and payable to the order
of Shawmut Bank, N.A.; (iii) those promissory notes (collectively, the "Term
Notes") made by GZA (or, in certain cases, GZA and another Borrower) which have
heretofore been issued and may hereafter be issued pursuant to Section 1.02(B)
of the Loan Agreement (the Borrowers hereby representing and agreeing that the
obligations of those Borrowers named in each such Term Note are joint and
several), the Bank having succeeded by merger to the rights of Shawmut Bank,
N.A. under said Term Notes; (iv) those certain guaranties (collectively, the
"Guaranties") executed and delivered in favor of Shawmut Bank, N.A. by each of
the Borrowers pursuant to clause (iii) of Section 3.01(b) of the Loan Agreement,
the Bank having succeeded by merger to the rights of Shawmut Bank, N.A.
thereunder; and (v) that certain $5,500,000 face principal amount promissory
note of even date herewith (the "1997 Line of Credit Note") made by the
Borrowers and payable to the order of the Bank. The Loan Agreement, the 1997
Line of Credit Note, the Term Notes and the Guaranties are hereinafter
collectively referred to as the "Financing Documents".
2. The Bank hereby waives the Event of Default under the Loan Agreement
which consists of GZA's failure to comply, as at August 31, 1996, with paragraph
(b) of Section 4.08 of the Loan Agreement (the Cash Flow Coverage test);
provided that this waiver is limited to said paragraph (b) and does not extend
to any other provision of the Loan Agreement, nor does it apply as at any other
date.
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3. The Loan Agreement is hereby amended:
a. By providing that all references therein to the "Lender" will be
deemed to refer to Fleet National Bank, having a place of business at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇.
b. By deleting from the first sentence of Section 1.01(A) of the
Loan Agreement the words "in an aggregate principal amount not to exceed at any
time outstanding the sum of Five Million Five Hundred Thousand Dollars
($5,500,000)" and by substituting in their stead the following:
"; provided that such Line of Credit Loans will be limited in
aggregate principal amount so that the total Revolving Credit
Liabilities (hereinafter defined) will never exceed $5,500,000"
c. By inserting into the third sentence of Section 1.01(A) of the
Loan Agreement, immediately after the words "by the Lender", the following:
"(except as otherwise provided below with respect to LIBOR Loans)"
d. By inserting into the last sentence of Section 1.01 of the Loan
Agreement, immediately after the words "except that the Converted Loan", the
following:
"made at the Expiration Date"
e. By inserting into the first sentence of Section 1.01(B) of the
Loan Agreement, immediately after the words "to the Borrowers", the following:
"(such Term Loan being made either to GZA singly or to GZA and another
Borrower jointly and severally)"
f. By providing that all references in the Loan Agreement to the
"Corporate Base Rate" will be deemed to refer to the Prime Rate (hereinafter
defined) of Fleet National Bank.
g. By deleting from Section 1.01(C) of the Loan Agreement the words
"`Expiration Date' means July 31, 1996" and by substituting in their stead the
following:
"`Expiration Date' means July 31, 1999"
h. By deleting from Section 1.01(D) of the Loan Agreement the words
"`Maturity Date' means July 31, 2000" and by substituting in their stead the
following:
"Maturity Date' means July 31, 2004"
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i. By deleting in its entirety Section 1.03 of the Loan Agreement
and by substituting in its stead the following:
"SECTION 1.03. FIXED RATE LOANS; BORROWING MECHANICS.
(a) DEFINITIONS. As used in this Agreement, the following terms have
the following respective meanings:
`Adjusted COF Rate' - As defined in Section 1.03(b) below.
`Bank Certificate' - A certificate signed by an officer of the Lender
setting forth any additional amount required to be paid by the
Borrowers to the Lender pursuant to Sections 1.03(b) and 1.03(f)
and/or 1.03(g) of this Agreement, which certificate shall be submitted
by the Lender to the Borrowers in connection with each demand made at
any time by the Lender upon the Borrowers with respect to any such
additional amount, and each such certificate shall, save for manifest
error, constitute conclusive evidence of the additional amount
required to be paid by the Borrowers to the Lender upon each demand. A
claim by the Lender for all or any part of any additional amount
required to be paid by the Borrowers may be made before and/or after
the end of the Interest Period to which such claim relates or during
which such claim has arisen and before and/or after any payment
hereunder to which such claim relates. Each Bank Certificate shall set
forth in reasonable detail the basis for and the calculation of the
claim to which it relates.
`Business Day' - Any day which is not a Saturday, nor a Sunday nor a
public holiday under the laws of the United States of America or The
Commonwealth of Massachusetts applicable to a national bank; provided
however that if the applicable provision relates to a LIBOR Loan, then
the term `Business Day' shall not include any day on which dealings
are not carried on in the London interbank market or on which banks
are not open for business in London.
`COF Loan' - Any Term Loan which bears interest at an Adjusted COF
Rate.
`Eurocurrency Liabilities' - Has the meaning assigned to that term in
Regulation D of the Board of Governors of the Federal Reserve System
(or any successor), as in effect from time to time, or in any
successor regulation relating to the liabilities described in said
Regulation D.
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`Eurodollar Interest Rate' - For any Interest Period relating to a
LIBOR Loan, an interest rate per annum, expressed as a percentage,
determined by the Lender pursuant to the following formula:
*EIR = LIBOR + ERI
-------------
[1.00 - RR]
Where EIR = Eurodollar Interest Rate
LIBOR = See definition of LIBOR
RR = Reserve Rate
ERI = Eurodollar Rate Increment
*EIR and each component thereof to be rounded upwards to the
next higher 1/8 of 1%
`Eurodollar Rate Increment' - One and one-half percent (1.5%) per
annum.
`Fixed Rate Loan" - Any Loan which is a LIBOR Loan or a COF Loan.
`Floating Rate' - As defined in Section 1.03(b).
`Floating Rate Loan' - Any Loan which bears interest at the Floating
Rate.
`Impositions' - All present and future taxes, levies, duties,
impositions, deductions, charges and withholdings applicable to the
Lender with respect to any Fixed Rate Loan, excluding, however, any
taxes imposed directly on the Lender's income and any franchise taxes
imposed on it by the jurisdiction under the laws of which the Lender
is organized or any political subdivision thereof.
`Interest Payment Date(s)' - As to each LIBOR Loan, the last day of
the Interest Period applicable thereto; provided that if any such
Interest Period for a LIBOR Loan is more than one month, then there
will be multiple Interest Payment Dates for such LIBOR Loan, the first
of which shall be on the 30th day of such Interest Period, with a
subsequent Interest Payment Date to occur at the end of each 30-day
period thereafter and on the last day of such Interest Period. As to
each COF Loan, the Interest Payment Date will be the last day of the
Interest Period applicable thereto.
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`Interest Period' - As to each LIBOR Loan, the period commencing with
the date of the making of such LIBOR Loan and ending one, two or three
months thereafter, as the Borrowers may select; provided that (A) any
such Interest Period which would otherwise end on a day which is not a
Business Day shall be extended to the next succeeding Business Day
unless such Business Day occurs in a new calendar month, in which case
such Interest Period shall end on the immediately preceding Business
Day, (B) any such Interest Period which begins on a day for which
there is no numerically corresponding day in the calendar month during
which such Interest Period is to end shall end on the last Business
Day of such calendar month, and (C) no Interest Period may be selected
which would end after the Expiration Date. The Interest Period for
each COF Loan will be a period of 30 days commencing on the date of
the making of such COF Loan and ending on the date occurring 30 days
thereafter; provided, however, that (A) each such Interest Period
which would otherwise end on a day which is not a Business Day shall
end on the immediately succeeding Business Day and (B) no such
Interest Period may be selected which would end after the Maturity
Date.
`LIBOR' - With respect to each Interest Period for a LIBOR Loan, that
rate of interest per annum (rounded upward, if necessary, to the
nearest 1/8 of 1%) at which deposits in United States Dollars are
offered to the Lender, for delivery on the first day of the applicable
Interest Period, in the London interbank market at 10:00 a.m. London
time, two Business Days prior to the first day of the applicable
Interest Period for a term equal to the term of the LIBOR Loan
requested for such Interest Period and in an amount substantially
equal to the principal amount of the relevant LIBOR Loan. The Lender
shall give prompt notice to the Borrowers of LIBOR as determined for
each LIBOR Loan and such notice shall be conclusive and binding,
absent manifest error.
`LIBOR Loan' - Any Line of Credit Loan which bears interest at a
Eurodollar Interest Rate.
`London' - The City of London in England.
`Prime Rate' - That interest rate per annum announced by the Lender
from time to time as its `prime rate', it being acknowledged that such
rate is merely a reference rate, not necessarily the lowest, which
serves as the basis upon which effective rates of interest are
calculated for obligations making reference thereto.
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`Revolving Credit Liabilities' - At any time, the sum of (i) the
principal amount of all Line of Credit Loans then outstanding, plus
(ii) all then undrawn amounts of letters of credit issued by the
Lender for the account of any Borrower, plus (iii) all amounts then
drawn on any such letter of credit which at said date shall not have
been reimbursed to the Lender by the Borrowers.
`Reserve Rate' - The aggregate rate, expressed as a decimal, at which
the Lender would be required to maintain reserves under Regulation D
of the Board of Governors of the Federal Reserve System (or any
successor or similar regulation relating to such reserve requirements)
against Eurocurrency Liabilities, as well as any other reserve
required of the Lender with respect to the LIBOR Loans. The Eurodollar
Interest Rate shall be adjusted automatically on and as of the
effective date of any change in the Reserve Rate.
Any defined term used in the plural preceded by the definite article
shall be taken to encompass all members of the relevant class. Any
defined term used in the singular preceded by `any' shall be taken to
indicate any number of the members of the relevant class.
(b) INTEREST RATES. Except as provided below in this Section 1.03(b),
interest on all Loans will be payable (subject to the provisions of
the Notes for default rate interest) at a fluctuating rate per annum
(the `Floating Rate') which shall at all times be equal to the Prime
Rate as in effect from time to time (but in no event in excess of the
maximum rate permitted by then applicable law), with a change in such
rate of interest to become effective on each day when a change in the
Prime Rate becomes effective. Subject to the conditions set forth
herein, the Borrowers may elect that any Line of Credit Loan will be
made as a LIBOR Loan. Such election shall be made by the Borrowers
giving to the Lender a written or telephonic notice received by the
Lender within the time period and containing the information described
in the next following sentence (a `LIBOR Borrowing Notice'). The LIBOR
Borrowing Notice must be received by the Lender no later than 10:00
a.m. (Boston time) on that day which is two Business Days prior to the
date of the proposed borrowing and must specify the amount of the
LIBOR Loan requested (which shall be $250,000 or an integral multiple
thereof), whether the Interest Period is proposed to be one month, two
months or three months and the proposed commencement date of the
relevant Interest Period. Any LIBOR Borrowing Notice shall, upon
receipt by the Lender, become irrevocable and binding on the
Borrowers, and the Borrowers shall, upon demand and receipt of a Bank
Certificate from the Lender
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with respect thereto, forthwith indemnify (and shall be jointly and
severally obligated to indemnify) the Lender against any loss or
expense incurred by the Lender as a result of any failure by the
Borrowers to obtain or maintain any requested LIBOR Loan, including,
without limitation, any loss or expense incurred by reason of the
liquidation or redeployment of deposits or other funds acquired by the
Lender to fund or maintain such LIBOR Loan. Each LIBOR Loan will be
due and payable in full (if not required to be repaid earlier pursuant
to the terms of this Agreement) on the last day of the Interest Period
applicable thereto. The principal amount of any such LIBOR Loan so
repaid may be reborrowed as a new LIBOR Loan to the extent and on the
terms and conditions contained in this Agreement by delivery to the
Lender of a new LIBOR Borrowing Notice conforming to the requirements
set forth above in this Section (and any LIBOR Loan not so repaid and
not so reborrowed as a new LIBOR Loan will be deemed to have been
reborrowed as a Floating Rate Loan). Notwithstanding any other
provision of this Agreement, the Lender need not make any LIBOR Loan
at any time when there exists any Event of Default under this
Agreement or any event or circumstance which, with the giving of
notice or the passage of time or both, could become an Event of
Default.
Each Term Loan will be made (as GZA may designate in writing) either
to GZA singly or to GZA and another Borrower, jointly or severally.
Subject to the conditions set forth below, the relevant Borrower or
Borrowers may request that any Term Loan be made as a COF Loan (or, if
a Term Loan is already outstanding as a Floating Rate Loan, that same
be converted into a COF Loan). Any such request must be received by
the Lender not later than 10:00 A.M. (Boston time) two Business Days
prior to the date of the proposed borrowing (or if the relevant Term
Loan is already outstanding, the date on which the Adjusted COF Rate
is proposed to take effect). Each such request must include the
principal amount of any proposed COF Loan, must identify any
outstanding Term Loan as to which an Adjusted COF Rate is requested
and must state the date on which such COF Loan is proposed to be made
(or, if relating to an outstanding Term Loan as to which an Adjusted
COF Rate is requested, the date on which such Adjusted COF Rate is to
take effect). Following each request for a COF Loan, the Lender will
endeavor to offer a proposed Adjusted COF Rate at a rate determined as
provided below and under conditions for acceptance determined by the
Lender in its sole discretion. The relevant Borrower or Borrowers may
elect to accept such offer in the manner and within the time period
specified in such offer. Any
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such acceptance shall be irrevocable on the part of such Borrowers.
Upon such acceptance, the interest rate payable with respect to the
subject Term Loan shall be fixed (subject to adjustment as provided in
this Agreement) for the Interest Period specified in the Borrowers'
request and at the rate communicated by the Lender as its proposed
Adjusted COF Rate. Any proposed Adjusted COF Rate offered under this
paragraph will be a rate per annum equal to the sum of (i) two percent
(2%) per annum plus (ii) the COF Rate (defined below) for the
applicable Interest Period (expressed as a per annum rate); provided,
however, that the Adjusted COF Rate shall in no event exceed the
maximum rate permitted by applicable law. The `COF Rate' shall be
determined by the Lender in its discretion for the purpose of any
proposed Adjusted COF Rate offered under this Section and, in this
determination, the Lender will attempt to reflect the cost of
obtaining funds at fixed rates from the sources hereinafter provided.
The Lender may base the COF Rate for the purpose of computing a
proposed Adjusted COF Rate on any (or any combination of) recognized
sources of available funding for transactions of this type, including,
but not limited to, the interbank market, the domestic and European
certificate of deposit market and sales of commercial paper. The COF
Rate for purposes of this computation shall in any event include
adjustments for the costs of maintaining reserves, insurance
(including, without limitation, assessments by the Federal Deposit
Insurance Corporation), taxes, hedging and other costs which may be
incurred by the Lender with respect to the applicable sources or
sources of funding, all as determined by the Lender in its reasonable
discretion. The source or sources of funding utilized for the
computation of the proposed rate shall be selected by the Lender at
its sole discretion for offering to the Borrowers, and no Borrower
shall have any claim against the Lender with respect to computation of
any proposed Adjusted COF Rate. If any Borrower is dissatisfied with
any proposed Adjusted COF Rate, the Borrowers' sole remedy with
respect thereto shall be not to accept such proposed Adjusted COF Rate
within the applicable time period, and thus not to borrow the proposed
Term Loan (or, in the case of any outstanding Term Loan, to continue
such Term Loan as a Floating Rate Loan). Notwithstanding the foregoing
provisions hereof, the Lender need not offer a proposed Adjusted COF
Rate for any period of time with respect to which the Lender, in its
sole discretion, determines that there are no recognized sources of
funding available to it for such time period or principal amount or
that the cost of funds with respect thereto would be unreasonably
high. If any one or more of the Borrowers shall accept a proposed
Adjusted COF Rate offered hereunder and
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shall then fail for any reason to borrow the COF Loan to which such
offer related, the Borrowers shall, upon submission by the Lender of a
Bank Certificate with respect thereto, forthwith indemnify the Lender
(and shall be jointly and severally obligated to indemnify the Bank)
against any loss or expense incurred by the Lender as a result of any
such failure by the Borrowers, including, without limitation, any loss
or expense incurred by reason of the liquidation or redeployment of
deposits or other funds acquired by the Lender to fund or maintain the
requested COF Loan. Each Adjusted COF Rate accepted hereunder will
remain in effect through the last day of the Interest Period
applicable thereto. At the end of such Interest Period, the relevant
Borrower or Borrowers may request, subject to all of the terms and
conditions contained in this Agreement, that a new Interest Period
commence with an Adjusted COF Rate to be offered and accepted as
provided above or that such Term Loan become a Floating Rate Loan (and
any COF Loan as to which a new Adjusted COF Rate is not so offered and
accepted for a new Interest Period will be deemed to have become a
Floating Rate Loan). Notwithstanding any other provision of this
Agreement, the Lender need not make any COF Loan at any time when
there exists any Event of Default under this Agreement or any event or
circumstance which, with the giving of notice or the passage of time
or both, could become an Event of Default.
(c) REPAYMENTS. The Borrowers may repay, at any time, without penalty
or premium, the whole or any portion of any Loan which is a Floating
Rate Loan. The Borrowers may repay the whole or any portion of any
Loan which is a Fixed Rate Loan; provided that (i) the Borrowers give
the Lender not less than two (2) Business Days' prior written notice
of their intent so to repay, (ii) the Borrowers pay all interest on
the Fixed Rate Loan (or portion thereof) so repaid accrued to the date
of such repayment, (iii) any voluntary repayment of a LIBOR Loan shall
be in a principal amount of $250,000 or an integral multiple thereof
and (iv) if the Borrowers for any reason make any payment with respect
to principal of a Fixed Rate Loan prior to the last day of the
Interest Period applicable thereto, the Borrowers shall forthwith pay
(and shall be jointly and severally obligated to pay) all amounts
owing to the Lender pursuant to the provisions of Section 1.03(f) with
respect to such Fixed Rate Loan.
(d) INTEREST PAYMENTS. The Borrowers will pay interest on the
principal amount of the Loans outstanding from time to time, from the
date hereof until payment of the Loans in full and the
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termination of this Agreement. Interest on Floating Rate Loans will be
payable monthly in arrears on the first day of each month. Interest on
each Fixed Rate Loan will be paid in arrears on each of the Interest
Payment Date or Dates applicable thereto. In any event, interest on
the Line of Credit Loans shall also be paid on the date of payment of
the Line of Credit Loans in full and interest on each Term Loan shall
be paid on the date of payment of such Term Loan in full (and, if such
Term Loan is being converted from being a Floating Rate Loan to a COF
Loan, on the date of such conversion). Interest on Floating Rate Loans
shall be payable at the Floating Rate. The rate of interest payable on
any LIBOR Loan will be the Eurodollar Interest Rate applicable
thereto. The rate of interest payable on any COF Loan shall be the
Adjusted COF Rate applicable thereto. All interest, fees, other
amounts and other amounts payable under this Agreement and/or under
any note now or hereafter evidencing the Loans will be calculated on
the basis of a 360-day year for the actual number of days elapsed.
(e) RATE DETERMINATION PROTECTION. In the event that:
(i) the Lender shall determine that, by reason of circumstances
affecting the London interbank market or otherwise, adequate and
reasonable methods do not exist for ascertaining the Eurodollar
Interest Rate which would otherwise be applicable during any Interest
Period, or
(ii) the Lender shall determine that:
(A) the making or continuation of any LIBOR Loan has been made
impracticable or unlawful by (1) the occurrence of any
contingency that materially and adversely affects the London
interbank market or (2) compliance by the Lender in good faith
with any applicable law or governmental regulation, guideline or
order or interpretation or change thereof by any governmental
authority charged with the interpretation or administration
thereof or with any request or directive of any such governmental
authority (whether or not having the force of law); or
(B) LIBOR will not, in the reasonable determination of the
Lender, adequately and fairly reflect the cost to the Lender of
funding the LIBOR Loans for such Interest Period
then the Lender shall forthwith give notice of such determination
(which shall be conclusive and binding on the
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Borrowers) to the Borrowers. In such event, the obligations of
the Lender to make LIBOR Loans shall be suspended until the
Lender determines that the circumstances giving rise to such
suspension no longer exist, whereupon the Lender shall notify the
Borrowers.
(f) PREPAYMENT OF FIXED RATE LOANS. The following provisions of this
Section 1.03(f) shall be effective only with respect to Fixed Rate
Loans: If, due to acceleration of or demand with respect to any Loan
or due to voluntary prepayment or due to exercise of rights and
remedies against collateral or due to any other reason, the Lender
receives payment of any principal of a Fixed Rate Loan on any date
prior to the last day of the relevant Interest Period, the Borrowers
shall, upon demand and receipt of a Bank Certificate from the Lender
with respect thereto, pay (and shall be jointly and severally
obligated to pay) forthwith to the Lender all amounts required to
compensate the Lender for losses, costs or expenses which it may have
incurred and may reasonably incur as a result of such payment,
including, without limitation, any loss or expense incurred by reason
of the liquidation or redeployment of funds acquired by the Lender to
fund or maintain such Fixed Rate Loan.
(g) INCREASED COSTS; CAPITAL ADEQUACY.
(i) If the adoption, effectiveness or phase-in, after the date
hereof, of any applicable law, rule or regulation, or any change
therein, or any change in the interpretation or administration thereof
by any governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or
compliance by the Lender with any request or directive (whether or not
having the force of law) of any such authority, central bank or
comparable agency:
(A) shall subject the Lender to any Imposition or other charge
with respect to any Fixed Rate Loan or the Lender's agreement to make
Fixed Rate Loans, or shall change the basis of taxation of payments to
the Lender of the principal of or interest on any Fixed Rate Loan or
any other amounts due under this agreement in respect of the Fixed
Rate Loans or the Lender's agreement to make Fixed Rate Loans (except
for changes in the rate of tax on the over-all net income of the
Lender); or
(B) shall impose, modify or deem applicable any reserve, special
deposit, deposit insurance or similar requirement (including, without
limitation, any such requirement imposed by
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the Board of Governors of the Federal Reserve System, but excluding,
with respect to any Fixed Rate Loan, any such requirement already
included in the applicable Reserve Rate) against assets of, deposits
with or for the account of, or credit extended by, the Lender or shall
impose on the Lender or on the London interbank market any other
condition affecting any Fixed Rate Loans or the Lender's agreement to
make Fixed Rate Loans
and the result of any of the foregoing is to increase the cost to the
Lender of making or maintaining any Fixed Rate Loan or to reduce the
amount of any sum received or receivable by the Lender under this
Agreement or under any related note with respect to any Fixed Rate
Loan by an amount deemed by the Lender to be material, then, within 30
days following the Borrowers' receipt of a Bank Certificate from the
Lender with respect thereto, the Borrowers shall pay (and shall be
jointly and severally obligated to pay) to the Lender such additional
amount or amounts as the Lender certifies to be necessary to
compensate the Lender for such increased cost or reduction in amount
received or receivable.
(ii) If the Lender shall have determined that the adoption or
phase-in after the date hereof of any applicable law, rule or
regulation regarding capital requirements for banks or bank holding
companies, or any change therein after the date hereof, or any change
after the date hereof in the interpretation or administration thereof
by any governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or
compliance by the Lender with any request or directive of such entity
regarding capital adequacy (whether or not having the force of law)
has or would have the effect of reducing the return on the Lender's
capital with respect to its agreement hereunder to make Loans or with
respect to any Loan (whether or not then subject to any COF Rate or
Eurodollar Interest Rate) to a level below that which the Lender could
have achieved (taking into consideration the Lender's policies with
respect to capital adequacy immediately before such adoption,
phase-in, change or compliance and assuming that the Lender's capital
was then fully utilized) by any amount deemed by the Lender to be
material: (A) the Lender shall promptly after its determination of
such occurrence give notice thereof to the Borrowers; and (B) the
Borrowers shall pay (and shall be jointly and severally obligated to
pay) to the Lender as an additional fee from time to time, within 30
days following the Borrowers' receipt of a Bank Certificate with
respect thereto, such amount as the Lender certifies to be the amount
that will compensate it for such reduction. A Bank
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Certificate given by the Lender claiming compensation under this
Section shall be conclusive in the absence of manifest error. Such
certificate shall set forth the nature of the occurrence giving rise
to such compensation, the additional amount or amounts to be paid to
the Lender hereunder and the method by which such amounts are
determined. In determining any such amount, the Lender may use any
reasonable averaging and attribution methods.
(iii) No failure on the part of the Lender to demand compensation
on any one occasion shall constitute a waiver of its right to demand
such compensation on any other occasion and no failure on the part of
the Lender to deliver any Bank Certificate in a timely manner shall in
any way reduce any obligation of the Borrowers to the Lender under
this Section.
(h) ILLEGALITY OR IMPOSSIBILITY. Notwithstanding any other provision
of this Agreement, if the introduction of or any change in or in the
interpretation or administration of any law or regulation applicable
to the Lender or the Lender's activities in the London interbank
market shall make it unlawful, or any central bank or other
governmental authority having jurisdiction over the Lender or the
Lender's activities in the London interbank market shall assert that
it is unlawful, or otherwise make it impossible, for the Lender to
perform its obligations hereunder to make LIBOR Loans or to continue
to fund or maintain LIBOR Loans, then on notice thereof and demand
therefor by the Lender to the Customer, (i) the obligation of the
Lender to fund LIBOR Loans shall terminate and (ii) the Customer shall
prepay in full all affected LIBOR Loans within five (5) Business Days
and, in any event, on or prior to the last day on which such LIBOR
Loans may legally remain outstanding."
j. By adding to Section 1.04(A) of the Loan Agreement, at the end
hereof, the following:
"Letters of credit may be issued from time to time for the account of
the Borrowers under the Lender's then customary documentation at the
written request of the Borrowers; provided that (i) all of the
conditions to advance contained in Article III shall have been
satisfied as at the date of such issuance, and (ii) at the date of
such issuance, and after giving effect thereto, the Revolving Credit
Liabilities will not aggregate in excess of $5,500,000. The Borrowers
hereby authorize the Lender, without further request from any
Borrower, to cause the liability of any Borrower or Borrowers to the
Lender for reimbursement of funds drawn under
-13-
14
any letter of credit issued by the Lender to be repaid from the
proceeds of a Line of Credit Loan to be made hereunder. The Borrowers
hereby irrevocably request that such Line of Credit Loans be made."
k. By deleting in its entirety paragraph (a) of Section 4.08 of the
Loan Agreement (the Minimum Net Worth test) and by substituting in its stead the
following:
"Maintain Minimum Net Worth, measured as at the end of each fiscal
quarter of GZA, of not less than $21,000,000."
l. By deleting from paragraph (d) of Section 4.08 of the Loan
Agreement (the Working Capital test) the words "Ten Million Dollars
($10,000,000)" and by substituting in their stead the following:
"$15,000,000"
m. By deleting from the definition of "Cash Flow Coverage" appearing
in Section 4.08 of the Loan Agreement the words "Unfinanced Capital Expenditures
and".
n. By adding to Section 7.01 of the Loan Agreement, at the end
thereof, the following:
"All representations, covenants and agreements of the Borrowers
contained herein will be deemed the joint and several obligations of
the Borrowers, whether or not expressly so stated herein."
o. By changing the Bank's notice address, pursuant to Section 7.06
of the Loan Agreement, to the following:
"Fleet National Bank
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President"
p. By deleting in its entirety Exhibit A to the Loan Agreement and
by substituting in its stead Exhibit A in the form attached hereto.
q. By deleting in its entirety Exhibit B to the Loan Agreement and
by substituting in its stead Exhibit B in the form attached hereto. Said Exhibit
B in the form attached hereto will be used for all future Term Loans.
r. By modifying Exhibit C to the Loan Agreement (i) to take into
account the changes made by the foregoing provisions of this Agreement as to the
identity and address of the
-14-
15
Bank, (ii) by replacing the words "Corporate Base Rate" with the words "Prime
Rate", and (iii) by replacing the words "Fixed Rate" with the words "Adjusted
COF Rate".
s. By modifying Exhibit E to the Loan Agreement to take into account
the above-described change as to the identity of the Bank.
t. By deleting in its entirety Exhibit F to the Loan Agreement and
by substituting in its stead Exhibit F in the form attached hereto.
4. Each presently outstanding Term Note is hereby amended:
a. By providing that the "Lender" described therein is Fleet
National Bank, having an office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
b. By providing that all references therein to the "Corporate Base
Rate" will be deemed to refer to Fleet National Bank's "Prime Rate", as defined
above in this Agreement.
c. By providing that all references therein to a "Fixed Rate" will
be deemed to refer to the "Adjusted COF Rate", as defined in this Agreement.
d. By providing that the provisions of the Loan Agreement (as
amended by this Agreement) relating to the method of determination of an
interest rate for Term Loans (as defined in the Loan Agreement), to the
prerequisites for borrowing a Term Loan, to the time for payment of interest of
any Term Loan and to the additional amount, if any, payable upon any prepayment
of principal of any Term Loan, will be deemed to supersede any inconsistent
provisions of the existing Term Notes.
5. Whenever in any Financing Document, or in any borrowing request,
certificate or opinion to be delivered in connection therewith, reference is
made to a "Loan Agreement" (or, in the case of a request for a Term Loan, to the
"Agreement"), from and after the date hereof same will be deemed to refer to the
Loan Agreement, as hereby amended.
6. In order to induce the Bank to enter into this Agreement, the
Borrowers further jointly and severally represent and warrant to the Bank as
follows:
a. The execution, delivery and performance of this Agreement, the
1997 Line of Credit Note and each Term Note to be delivered hereafter have
been duly authorized by each Borrower by all necessary corporate and other
action, will not require the consent of any third party and will not
conflict with, violate the provisions of, or cause a default or constitute
an event which, with the passage of time or the giving of notice or both,
could cause a default on the part of any Borrower under its charter
documents or by-laws or under any contract, agreement, law, rule, order,
ordinance, franchise, instrument or other document, or result in the
imposition of any lien or encumbrance on any property or assets of any
Borrower.
-15-
16
b. Each Borrower has duly executed each of this Agreement and the
1997 Line of Credit Note and has delivered same to the Bank.
c. Each of this Agreement and the 1997 Line of Credit Note is the
legal, valid and binding obligation of the Borrowers, enforceable jointly
and severally against each of the Borrowers in accordance with its
respective terms. Each Term Note now outstanding is (and each Term Note
hereafter issued will be) the legal, valid and binding obligation of the
Borrower or Borrowers named therein, enforceable against each of them in
accordance with its terms.
d. The representations and warranties made in the Loan Agreement
continue to be correct as of the date hereof, except as supplemented and/or
modified on the attached supplemental disclosure schedule.
e. Giving effect to the waiver set forth in Section 2 above and to
certain prior written waivers, the covenants and agreements of the
Borrowers contained in the Loan Agreement (as amended hereby) have been
compiled with on and as of the date hereof.
f. Giving effect to the waiver set forth in Section 2 above and to
certain prior written waivers, no event which constitutes or which, with
notice or lapse of time, or both, could constitute, an Event of Default (as
defined in the Loan Agreement) has occurred and is continuing.
g. No material adverse change has occurred in the financial
condition of the Borrowers from that disclosed in the financial statements
of GZA as at February 28, 1997, heretofore provided to the Bank.
7. Except as expressly affected hereby, the Loan Agreement and each of
the other Financing Documents remains in full force and effect as heretofore.
Each Borrower hereby agrees that the respective Guaranty heretofore given by
such Borrower (i) remains in full force and effect, (ii) runs to the benefit of
Fleet National Bank and (iii) includes, as obligations guaranteed thereunder,
the Loan Agreement (as amended by this Agreement), the 1997 Line of Credit Note,
the existing Term Notes (as amended by this Agreement) and all future Term
Notes.
8. Nothing contained herein will be deemed to constitute a waiver (other
than the express written waiver set forth in Section 2 of this Agreement) or a
release of any provision of any of the Financing Documents. Nothing contained
herein will in any event be deemed to constitute an agreement to give a waiver
or release or to agree to any amendment or modification of any provision of any
of the Financing Documents on any other or future occasion.
-16-
17
Executed, as an instrument under seal, as of the date and year first above
written.
FLEET NATIONAL BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: VP
GZA GEOENVIRONMENTAL
TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Financial Officer and Treasurer
GZA GEOENVIRONMENTAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
GZA DRILLING, INC.
By: /s/ M. ▇▇▇▇▇▇ ▇▇▇▇
--------------------------------------------
Name: M. ▇▇▇▇▇▇ ▇▇▇▇
Title: President
GZA REMEDIATION, INC.
By: /s/ M. ▇▇▇▇▇▇ ▇▇▇▇
--------------------------------------------
Name: M. ▇▇▇▇▇▇ ▇▇▇▇
Title: President
-17-
18
GZA SECURITIES CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
DELTA GEOTECHNICAL SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
▇▇▇▇▇▇ ENTERPRISES, INC.
By: /s/ M. ▇▇▇▇▇▇ ▇▇▇▇
-----------------------------------------
Name: M. ▇▇▇▇▇▇ ▇▇▇▇
Title: President
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ASSOCIATES OF NEW YORK, P.C.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
-18-
19
SUPPLEMENTAL DISCLOSURE SCHEDULE
[To be provided by Borrowers, if needed]
20
EXHIBIT F
---------
EMPLOYEES OF GZA AUTHORIZED
TO REQUEST LINE OF CREDIT ADVANCES
----------------------------------
[To be provided by GZA]
OFFICERS OF GZA AUTHORIZED
TO REQUEST TERM LOANS
[To be provided by GZA]
OFFICERS OF BORROWERS AUTHORIZED
TO EXECUTE TERM NOTES
Borrower Authorized Signatory (Name and Title)
-------- -------------------------------------
GZA GeoEnvironmental Technologies, Inc. [To be provided by Borrowers.]
GZA GeoEnvironmental, Inc. [To be provided by Borrowers.]
GZA Drilling, Inc. [To be provided by Borrowers.]
GZA Remediation, Inc. [To be provided by Borrowers.]
GZA Securities Corporation [To be provided by Borrowers.]
Delta Geotechnical Services, Inc. [To be provided by Borrowers.]
▇▇▇▇▇▇ Enterprises, Inc. [To be provided by Borrowers.]
▇▇▇▇▇▇▇▇-▇▇▇▇▇ Associates of New York, P.C. [To be provided by Borrowers.]
-20-
21
Exhibit A
PROMISSORY NOTE
$5,500,000.00 Boston, Massachusetts
August 7, 1997
FOR VALUE RECEIVED, the undersigned GZA GeoEnvironmental Technologies,
Inc., a Delaware corporation ("GZA"), GZA GeoEnvironmental, Inc., a
Massachusetts corporation ("GZA Associates"), GZA Drilling, Inc., a
Massachusetts corporation ("GZA Drilling"), GZA Remediation, Inc., a
Massachusetts corporation ("GZA Remediation"), GZA Securities Corp., a
Massachusetts corporation ("GZA Securities"), Delta Geotechnical Services, Inc.,
a Massachusetts corporation ("Delta"), ▇▇▇▇▇▇ Enterprises, Inc., a Massachusetts
corporation ("▇▇▇▇▇▇") and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Associates of ▇▇▇ ▇▇▇▇, ▇.▇. ("▇▇▇ ▇▇▇
▇▇▇▇") (▇▇▇, ▇▇▇ Associates, GZA Drilling, GZA Remediation, GZA Securities,
Delta, ▇▇▇▇▇▇ and GZA New York being hereinafter referred to collectively as the
"Borrowers" and individually as a "Borrower") hereby jointly and severally
promise to pay to the order of FLEET NATIONAL BANK (the "Bank") the principal
amount of Five Million Five Hundred Thousand and 00/100 ($5,500,000.00) Dollars
or such portion thereof as may be advanced by the Bank (or may have heretofore
been advanced by the Bank or any corporate predecessor thereof) pursuant to
Section 1.01(A) of the below-described Loan Agreement and remains outstanding
from time to time hereunder ("Principal"), with interest, at the rate
hereinafter set forth, on the daily balance of all unpaid Principal, from the
date hereof until payment in full of all Principal and interest hereunder. As
used herein, "Loan Agreement" means that certain Revolving Credit and Term Loan
Agreement dated as of February 28, 1994 among the Borrowers and Shawmut Bank,
N.A., as amended (Fleet National Bank having succeeded by merger to the rights
and obligations of Shawmut Bank, N.A. thereunder).
Interest on all unpaid Principal shall be due and payable monthly in
arrears, on the first day of each month, commencing on the first such date after
the advance of any Principal and continuing on the first day of each month
thereafter and on the date of payment of this note in full, at a fluctuating
rate per annum (computed on the basis of a year of three hundred sixty (360)
days for the actual number of days elapsed) which shall at all times be equal to
the Prime Rate, as in effect from time to time (but in no event in excess of the
maximum rate permitted by then applicable law), with a change in the aforesaid
rate of interest to become effective on the same day on which any change in the
Prime Rate is effective; provided, however, that if a Eurodollar Interest Rate
(as defined in the Loan Agreement) shall have become applicable to all or any
portion of the outstanding Principal for any Interest Period (as defined in the
Loan Agreement), then interest on such Principal or portion thereof shall accrue
at said applicable Eurodollar Interest Rate for such Interest Period and shall
be payable on the last day of such Interest Period. Overdue Principal and, to
the extent permitted by law, overdue interest shall bear interest at a
fluctuating rate per annum which at all times shall be equal to the sum of (i)
two (2%) percent per annum plus (ii) the per annum rate otherwise payable under
this note with respect to the Principal which is overdue (or as to which such
interest is overdue) (but in no event in excess of the maximum rate permitted by
then applicable law), compounded monthly and payable on demand. As used herein,
"Prime Rate" means that rate of interest per annum announced by the Bank from
time to time as its prime rate, it being understood that such rate is merely a
reference rate, not necessarily the lowest, which serves as the basis upon which
effective rates of interest are
22
calculated for obligations making reference thereto. If the entire amount of any
required Principal and/or interest is not paid within ten (10) days after the
same is due, the Borrowers shall pay to the Bank a late fee equal to five
percent (5%) of the required payment.
All outstanding Principal and all interest accrued thereon shall be due and
payable in full on the first to occur of: (i) an acceleration under Article VI
of the Loan Agreement or (ii) July 31, 1999. The Borrowers may at any time and
from time to time prepay all or any portion of said Principal, but, as to LIBOR
Loans (as defined in the Loan Agreement), only at the times and in the manner,
and (under certain circumstances) with the additional payments, provided for in
the Loan Agreement. Any prepayment of Principal, in whole or in part, will be
without premium or penalty (but, in the case of LIBOR Loans, may require payment
of additional amounts, as provided for in the Loan Agreement).
Payments of both Principal and interest shall be made, in immediately
available funds, at the office of the Bank located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other address as the Bank may from time
to time designate.
Each of the undersigned Borrowers irrevocably authorizes the Bank to make
or cause to be made, on a schedule attached to this note or on the books of the
Bank, at or following the time of making any Line of Credit Loan (as defined in
the Loan Agreement) and of receiving any payment of Principal, an appropriate
notation reflecting such transaction (including date, amount and maturity) and
the then aggregate unpaid balance of Principal. Failure of the Bank to make any
such notation shall not, however, affect any obligation of any Borrower
hereunder or under the Loan Agreement. The unpaid Principal amount of this note,
as recorded by the Bank from time to time on such schedule or on such books,
shall constitute presumptive evidence of the aggregate unpaid principal amount
of the Line of Credit Loans.
Each Borrower hereby (a) waives notice of and consents to any and all
advances, settlements, compromises, favors and indulgences (including, without
limitation, any extension or postponement of the time for payment), any and all
receipts, substitutions, additions, exchanges and releases of collateral, and
any and all additions, substitutions and releases of any person primarily or
secondarily liable, (b) waives presentment, demand, notice, protest and all
other demands and notices generally in connection with the delivery, acceptance,
performance, default or enforcement of or under this note, and (c) agrees to
pay, to the extent permitted by law, all costs and expenses, including, without
limitation, reasonable attorneys' fees, incurred or paid by the Bank in
enforcing this note and any collateral or security therefor, all whether or not
litigation is commenced.
This note is the Line of Credit Note referred to in the Loan Agreement.
This note is subject to prepayment as set forth in the Loan Agreement. The
maturity of this note may be accelerated upon the occurrence of an Event of
Default, as provided in the Loan Agreement. All obligations of the Borrowers
hereunder and/or under the Loan Agreement are joint and several. This note is
governed by, and shall be construed and enforced in accordance with, the laws of
The Commonwealth of Massachusetts.
-2-
23
Executed, as an instrument under seal, as of the day and year first above
written.
CORPORATE SEAL GZA GEOENVIRONMENTAL
TECHNOLOGIES, INC.
ATTEST:
____________________________ By:__________________________
Secretary Name:
Title:
CORPORATE SEAL GZA GEOENVIRONMENTAL, INC.
ATTEST:
____________________________ By:__________________________
Clerk Name:
Title:
CORPORATE SEAL GZA DRILLING, INC.
ATTEST:
____________________________ By:__________________________
Clerk Name:
Title:
CORPORATE SEAL GZA REMEDIATION, INC.
ATTEST:
____________________________ By:__________________________
Clerk Name:
Title:
-3-
24
CORPORATE SEAL GZA SECURITIES CORP.
ATTEST:
____________________________ By:__________________________
Clerk Name:
Title:
CORPORATE SEAL DELTA GEOTECHNICAL SERVICES, INC.
ATTEST:
____________________________ By:__________________________
Clerk Name:
Title:
CORPORATE SEAL GROVER ENTERPRISES, INC.
ATTEST:
____________________________ By:__________________________
Clerk Name:
Title:
CORPORATE SEAL ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ASSOCIATES
OF NEW YORK, P.C.
ATTEST:
____________________________ By:__________________________
Secretary Name:
Title:
-4-
25
EXHIBIT B
---------
PROMISSORY NOTE
Boston, Massachusetts
$____________ [_________________]
FOR VALUE RECEIVED, the undersigned [add name of applicable company]
and GZA GeoEnvironmental Technologies, Inc., a Delaware corporation ("GZA")
(said [name of applicable company] and GZA being hereinafter referred to
collectively as the "Borrowers" and individually as a "Borrower") hereby jointly
and severally promise to pay to the order of FLEET NATIONAL BANK (the "Bank")
the principal amount of ($____________) Dollars ("Principal"), with interest, at
the rate hereinafter set forth, on the daily balance of all unpaid Principal,
from the date hereof until payment in full of all Principal and interest
hereunder. As used herein, "Loan Agreement" means that certain Revolving Credit
and Term Loan Agreement dated as of February 28, 1994 among the Borrowers and
Shawmut Bank, N.A., as amended (Fleet National Bank having succeeded by merger
to the rights and obligations of Shawmut Bank, N.A. thereunder).
Principal will be repaid in [ ] equal monthly installments, each in the
amount of $___________, each such installment being due on the first day of each
month, commencing with the first such date following the date hereof, and
continuing on the first day of each month thereafter until all Principal shall
have been paid in full. Interest on all unpaid Principal shall be due and
payable monthly in arrears, on the first day of each month, commencing on the
first such date after the date hereof and continuing on the first day of each
month thereafter and on the date of payment of this note in full, at a
fluctuating rate per annum (computed on the basis of a year of three hundred
sixty (360) days for the actual number of days elapsed) which shall at all times
be equal to the Prime Rate, as in effect from time to time (but in no event in
excess of the maximum rate permitted by then applicable law), with a change in
the aforesaid rate of interest to become effective on the same day on which any
change in the Prime Rate is effective; provided, however, that if an Adjusted
COF Rate (as defined in the Loan Agreement) shall have become applicable to the
outstanding Principal for any Interest Period (as defined in the Loan
Agreement), then interest on such Principal shall accrue at said applicable
Adjusted COF Rate for such Interest Period and shall be payable on the last day
of such Interest Period. (If the Term Loan represented by this note is being
converted from a Floating Rate Loan (as defined in the Loan Agreement) to a COF
Loan (as defined in the Loan Agreement), interest shall also be paid on the date
of such conversion). Overdue Principal and, to the extent permitted by law,
overdue interest shall bear interest at a fluctuating rate per annum which at
all times shall be equal to the sum of (i) two (2%) percent per annum plus (ii)
the per annum rate otherwise payable under this note with respect to the
Principal which is overdue (or as to which such interest is overdue) (but in no
event in excess of the maximum rate permitted by then applicable law),
compounded monthly and payable on demand. As used herein, "Prime Rate" means
that rate of interest per annum announced by the Bank from time to time as its
prime rate, it being
26
understood that such rate is merely a reference rate, not necessarily the
lowest, which serves as the basis upon which effective rates of interest are
calculated for obligations making reference thereto. If the entire amount of any
required Principal and/or interest is not paid within ten (10) days after the
same is due, the Borrowers shall pay to the Bank a late fee equal to five
percent (5%) of the required payment.
All outstanding Principal and all interest accrued thereon shall become
due and payable in full upon an acceleration under Article VI of the Loan
Agreement. The Borrowers may at any time and from time to time prepay all or any
portion of said Principal, but, as to any prepayment of COF Loan, only at the
times and in the manner, and (under certain circumstances) with the additional
payments, provided for in the Loan Agreement. Any prepayment of Principal, in
whole or in part, will be without premium or penalty (but, in the case of any
prepayment of a COF Loan, may require payment of additional amounts, as provided
for in the Loan Agreement).
Payments of both Principal and interest shall be made, in immediately
available funds, at the office of the Bank located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other address as the Bank may from time
to time designate.
Each of the undersigned Borrowers irrevocably authorizes the Bank to
make or cause to be made, on a schedule attached to this note or on the books of
the Bank, at or following the time of making the Term Loan (as defined in the
Loan Agreement) evidenced by this note and of receiving any payment of
Principal, an appropriate notation reflecting such transaction (including date,
amount and maturity) and the then aggregate unpaid balance of Principal. Failure
of the Bank to make any such notation shall not, however, affect any obligation
of any Borrower hereunder or under the Loan Agreement. The unpaid Principal
amount of this note, as recorded by the Bank from time to time on such schedule
or on such books, shall constitute presumptive evidence of the unpaid principal
amount of the Term Loan evidenced by this note.
Each Borrower hereby (a) waives notice of and consents to any and all
advances, settlements, compromises, favors and indulgences (including, without
limitation, any extension or postponement of the time for payment), any and all
receipts, substitutions, additions, exchanges and releases of collateral, and
any and all additions, substitutions and releases of any person primarily or
secondarily liable, (b) waives presentment, demand, notice, protest and all
other demands and notices generally in connection with the delivery, acceptance,
performance, default or enforcement of or under this note, and (c) agrees to
pay, to the extent permitted by law, all costs and expenses, including, without
limitation, reasonable attorneys' fees, incurred or paid by the Bank in
enforcing this note and any collateral or security therefor, all whether or not
litigation is commenced.
This note is a Term Note referred to in the Loan Agreement. This note
is subject to prepayment as set forth in the Loan Agreement. The maturity of
this note may be accelerated upon the occurrence of an Event of Default, as
provided in the Loan Agreement. All obligations of the Borrowers hereunder
and/or under the Loan Agreement are joint and several. This note is governed by,
and shall be construed and enforced in accordance with, the laws of The
Commonwealth of Massachusetts.
-2-
27
Executed, as an instrument under seal, as of the day and year first
above written.
CORPORATE SEAL GZA GEOENVIRONMENTAL
TECHNOLOGIES, INC.
ATTEST:
By:
---------------------------- ----------------------------
Secretary Name:
Title:
CORPORATE SEAL [Applicable Company]
ATTEST:
By:
---------------------------- ----------------------------
Clerk Name:
Title:
-3-
