Revolving Credit Agreement
(Pennsylvania)
*See Schedule attached hereto and made a part thereof
THIS REVOLVING CREDIT AGREEMENT (together with all schedules and exhibits
hereto and any amendments and modifications hereto in effect from time to
time, the "Agreement") is made this 27th day of June, 1996, by and between
First Union National Bank, (the "Bank") and Lexicon Environmental Associates,
Inc. and Groundwater Recovery Systems, Inc.(the "Borrower").
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged and intending to be legally bound
hereby, the Bank and the Borrower agree as follows:
A. Credit Accommodations. Subject to the terms and conditions hereinafter set
forth, the Bank agrees to extend to the Borrower the following credit
accommodation:
1.Revolver. A revolving credit facility (the "Revolver"), expiring on
July 31, 1997 (the "Expiration Date"), under which the Bank, subject to the
following terms and conditions, will make advances to the Borrower from time
to time and the Borrower may borrow, repay, and reborrow such amounts up to
the Maximum Principal Amount. Amounts outstanding under the Revolver shall be
evidenced by a Revolving Credit Note in the form provided to the Borrower by
the Bank (together with any attachments thereto and amendments or
modifications thereto in effect from time to time, the "Note").
2.Maximum Principal Amount. * See Schedule Attached.
3.Rate of Interest. Interest on the outstanding principal balance
hereunder shall accrue at the Bank's Prime Rate (as defined below) plus Zero
750/1000 percent (0.750%0, provided however, that following an Event of
Default, interest on the outstanding principal balance hereunder shall accrue
at the Default Rate (as defined in the Note).
4.Payment Terms.
a.Interest on the outstanding principal balance hereunder is due and
payable by the Borrower to the Bank each X month quarter commencing July 1,
1996 and on the first day of each such consecutive period thereafter; and
b.All unpaid principal and accrued, unpaid interest is due and
payable in full by the Borrower to the Bank on the Expiration Date.
5.Reduction of Revolver to Zero. The Borrower shall reduce the amount of
the outstanding principal under the Revolver to zero for one period of N/A
consecutive days during each year after the date hereof while the Revolver is
in effect.
6.Notice of Borrowing. The Borrower shall give the Bank either (i)
written notice of the amount and date of each advance requested under the
Revolver One Business Days (as defined below) prior to the date of such
proposed advance, in the form of the "Notice of Borrowing Under Revolving
Credit" attached to the Note as Exhibit A, or (ii) if the Bank permits, in its
sole and absolute discretion, an oral request of the amount and date of each
proposed advance, provided such oral request is confirmed promptly after the
oral request by such written Notice of Borrowing Under Revolving Credit. An
oral request for an advance may be made by (i) any officer of the Borrower
listed on any borrowing resolution supplied by the Borrower to the Bank;
and/or (ii) any employee of the Borrower who has been authorized, by oral or
written notice to the Bank, to act on behalf of the Borrower and/or who has
been stated in any oral or written confirmation by the Bank to the Borrower to
be an employee believed by the Bank to be authorized by the Borrower (the
"Authorized Representative"). Any advance made by the Bank based on a request
by anyone purporting to be an Authorized Representative shall be binding on
the Borrower. Notwithstanding the foregoing, the Bank's records of any
advance made pursuant to this Agreement shall, in the absence of manifest
error, be deemed correct and acceptable and binding upon the Borrower. Each
advance shall be in an amount equal to One Thousand and no/100 Dollars
($l,000.00) or any whole multiple thereof, provided, however, that the
outstanding principal balance under the Revolver shall not exceed, at any
time, the Maximum Principal Amount.
7.Reduction of Commitment. The Borrower shall have the right, upon not
less than N/A Business Day(s) prior written notice to the Bank, to terminate
all or part of the unused portion of the commitment under the Revolver. Any
partial reduction of such unused commitment shall be in an amount equal to N/A
Dollars ($ n/a ) or any whole multiple thereof.
B. Debiting of Account. The Borrower agrees to maintain an account (the
"Account") at the Bank continuously until the Liabilities due hereunder are
paid in full. All advances made by crediting the Account or any other account
of the Borrower at the Bank shall be conclusively presumed to have been
properly authorized by the Borrower. The Bank may, and the Borrower
authorizes the Bank to, debit the Account or any other account of the Borrower
at the Bank for the amount of any payment as and when such payment becomes due
hereunder. If there are insufficient funds in the Account at the time the
Account is debited, and the debiting creates an overdraft, the Bank may charge
the Borrower, in addition to any overdraft fee, an administrative fee in an
amount established from time to time by the Bank. The foregoing rights of the
Bank to debit the Borrower's accounts shall be in addition to, and not in
limitation of, any rights of set-off which the Bank may have hereunder or
under any Loan Document, nor shall the rights hereunder limit the Bank's
recourse to any particular source of funds or monies.
C. Definitions. The following terms used throughout this Agreement shall
have the meanings assigned below:
1.Affiliate. The term "Affiliate" means First Union Corporation and any
of its direct or indirect affiliates and subsidiaries.
▇.▇▇▇▇▇▇▇▇ Day. The term "Business Day" means any day other than a
Saturday, Sunday, or a day on which the Bank is authorized or obligated by law
or executive order to be closed.
3.Collateral. The term "Collateral" means any and all property of any
Obligor (as defined below) now or hereafter in the possession, custody or
control of the Bank or any Affiliate including, but not limited to, any
balance or share of any deposit, trust or agency account and all collateral
described in any and all Loan Documents (as defined below), the additional
collateral described in Section I of this Agreement, any additional collateral
more fully described in the Schedule (as defined below) and any other property
of any Obligor now or hereafter subject to a security agreement, mortgage,
pledge agreement, assignment, hypothecation or other document granting the
Bank or any Affiliate a security interest or other lien or encumbrance.
4.Consolidated. The term "Consolidated" shall mean an accounting
presentation which includes any consolidated subsidiaries of the Borrower.
5.GAAP. The term "GAAP" means generally accepted accounting principles
in effect from time to time in the United States.
6.Liabilities. The term "Liabilities" means any and all obligations and
indebtedness of every kind and description of the Borrower owing to the Bank
or to any Affiliate, whether or not under the Loan Documents, and whether such
debts or obligations are primary or secondary, direct or indirect, absolute or
contingent, sole, joint or several, secured or unsecured, due or to become
due, contractual or tortious, arising by operation of law, by overdraft, or
otherwise, or now or hereafter existing, including, without limitation,
principal, interest, fees, late fees, expenses, attorneys' fees and costs,
and/or allocated fees and costs of the Bank's in-house counsel, that have been
or may hereafter be contracted or incurred.
▇.▇▇▇▇ Documents. The term "Loan Documents" means this Agreement and any
and all credit accommodations, notes, loan agreements, and any other
agreements and documents, now or hereafter existing, creating, evidencing,
guarantying, securing or relating to any or all of the Liabilities, together
with all amendments, modifications, renewals, or extensions thereof.
8.Obligor. The term "Obligor" means the Borrower, and each and every
maker, endorser, guarantor or surety of or for the Liabilities.
▇.▇▇▇▇▇ Rate. The term "Prime Rate" means the rate of interest
established by the Bank as its reference rate in making loans, and is not tied
to any external rate of interest or index. The rate of interest charged
hereunder shall change automatically and immediately as of the date of any
change in the Prime Rate, without notice to the Borrower.
10.Schedule. The term "Schedule" means the Schedule of Additional Terms
which is attached hereto.
D. Fees. The Borrower shall pay the following nonrefundable fees to the
Bank with respect to the Revolver:
1.Facility Fee. A one-time facility fee ("Facility Fee") equal to zero
250/l000 percent (0.250%) of the Maximum Principal Amount or One Thousand
Eight Hundred Seventy Five and no/100 Dollars ($1,875.00) which is payable on
or before the date of this Agreement. Notwithstanding anything to the
contrary in this Agreement, the Bank may, in its sole discretion, charge the
Borrower an additional Facility Fee in the event that the Revolver is ever
modified, renewed or extended;
2.Unused Commitment Fee. An unused commitment fee ("Commitment Fee") of
N/A percent (N/A %) on the average undrawn amount of the Revolver will be
payable by the Borrower to the Bank quarterly in arrears on or prior to the
fifth Business Day following the Borrower's receipt of a statement therefor;
and
3.Computation. Interest and the unused Commitment Fee, if any, shall be
calculated on the basis of a 360 day year for the actual number of days
elapsed.
E.Representations and Warranties. The Borrower represents and warrants with
respect to itself and, to the extent applicable, each of its consolidated
subsidiaries, and agrees that each such representation and warranty shall be
deemed to be restated at the time of each borrowing hereunder, that:
1.Organization; Authority. If not an individual, the Borrower is a X
corporation ~ partnership ~ limited liability company ~ sole proprietorship,
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization or formation, is duly qualified as a foreign
corporation, limited partnership, or limited liability company, and is in good
standing under the laws of each jurisdiction in which it is required to be
qualified because of the business it conducts or the property it owns, and has
the necessary power and authority to enter into and perform its obligations
under the Loan Documents and all other documents required by the Bank in
connection therewith. If an individual, the Borrower is an adult and is
legally competent. The execution and performance of the Loan Documents have
been duly authorized by all necessary proceedings on the part of the Borrower,
and, upon their execution and delivery, they will be valid, binding, and
enforceable in accordance with their terms; the Borrower's execution and
performance of the Loan Documents will not violate any orders, laws or
regulations applicable to the Borrower, any organizational documents of the
Borrower, or any instruments, indentures or agreements (including any
provisions pertaining to subordinated debt) to which the Borrower is a party
or by which the Borrower or any of its properties are bound; and all consents,
approvals, licenses, franchises, patents, trademarks and other general
intangibles required in connection with this Agreement, the other Loan
Documents or the operation of the Borrower's business have been obtained and
are in full force and effect. The Borrower's subsidiaries and affiliates, if
any, are duly organized, validly existing, and in good standing under the laws
of the jurisdictions of their organization;
2.Use of Proceeds; No Purchases of Margin Stock. The proceeds of the
Revolver will be used only in connection with the Borrower's business, for the
following purposes: To finance accounts receivable. None of the proceeds of
the Revolver will be used to purchase or carry any "margin security" or extend
credit for such purpose within the meaning of Regulations G or U of the Board
of Governers of the Federal Reserve System;
▇.▇▇▇▇▇▇▇▇▇ Statements. All financial statements, statements as to
ownership of the Borrower and its assets, and other statements and information
delivered to the Bank were prepared in accordance with GAAP, consistently
applied, are true and correct, and disclose a presently outstanding
indebtedness or obligations of the Borrower, including contingent obligations,
obligations under leases of property from others, and all liens and
encumbrances, including tax liens, against its properties and assets; and
there have been no adverse changes in the Borrower's financial condition or
business since the date of such statements;
4.Suits. There are no actions, suits, proceedings, or claims pending or
threatened against the Borrower or any of its property; and the Borrower's
business is in compliance with all applicable orders, laws and regulations;
5.Defaults. The Borrower is not in default under any agreement to which
the Borrower is a party or by which the Borrower or any of its property is
bound, or under any indenture or instrument evidencing any indebtedness of the
Borrower, and neither the Borrower's execution of nor performance under the
Loan Documents will create a default or any lien or encumbrance under any such
agreement indenture or instrument other than a lien or encumbrance in favor of
the Bank:
6.ERISA. No employee benefit plan established or maintained by the
Borrower which is subject to the Employee Retirement Income Security Act, 29
U.S.C. 1001 et seq. ("ERISA") has an accumulated funding deficiency (as such
term is defined in ERISA). No material liability to the Pension Benefit
Guaranty Corporation (or any successor thereto under ERISA) has been incurred
by the Borrower with respect to any such plan and no Reportable Event under
ERISA has occurred. The Borrower has no actual or anticipated liability under
Section 4971 of the Internal Revenue Code ("Code") (relating to tax on failure
to meet the minimum funding standard of Section 412 of the Code) with respect
to any employee benefit plan to which it contributes but which is not
maintained or established by it;
▇.▇▇▇ Returns and Taxes. The Borrower has filed all federal, state and
local tax returns required to be filed and has paid all taxes assessments and
governmental charges and levies thereon, including interest and penalties,
except where the same are being contested in good faith by appropriate
proceedings and for which adequate reserves have been set aside, and no liens
for taxes have been filed and no claims are being assessed by a governmental
authority with respect to any taxes. The charges, accruals and reserves on
the books of the Borrower with respect to taxes or other governmental charges
are adequate;
8.Compliance with Laws. The Borrower has complied with all requirements
of foreign, federal, state and local law in connection with the acquisition,
ownership and operation of the Borrower's business and property including,
without limitation, any and all applicable requirements of environmental
protection laws;
9.Environmental Compliance. To the best of the Borrower's knowledge,
after due inquiry and investigation, the Borrower and all previous owners
and/or operators of the real and/or personal property of the Borrower have not
engaged in any conduct resulting in the discharging of hazardous substances or
wastes into the atmosphere or waters, or onto lands. The Borrower has not
received a summons, citation, directive, letter, or other communication,
written or oral, from any jurisdiction, political subdivision, agency, or
instrumentality thereof, concerning any intentional or unintentional act or
omission on the Borrower's part resulting in the discharging of hazardous
substances or wastes into the atmosphere or waters, or onto lands; and
10.Affirmation of Additional Representations and Warranties. The
Borrower hereby makes and affirms, for itself and if applicable, for its
consolidated subsidiaries, any additional representations and warranties set
forth in the Schedule.
F. Conditions.
1.Documents Required for Initial Advance. The obligation of the Bank to
make the initial advance under the Revolver is subject to the payment of fees
due to the Bank under Sections D.1 . and L.3. of this Agreement and to the
Bank's receipt of the following documents, duly executed and delivered by the
Obligor thereunder, and in form and substance satisfactory to the Bank:
a.The Note(s) and this Agreement;
b.If the Borrower is a corporation, certified resolutions of the
Board of Directors of the Borrower authorizing the Borrower to borrow under
the Revolver and to execute, deliver and perform its obligations under the
Loan Documents. If the Borrower is a partnership or limited liability
company, the Borrower shall deliver to the Bank a certified document executed
by all general partners and limited partners of the Borrower or members of the
Borrower, as the case may be, authorizing the Borrower to borrow under the
Revolver and authorizing the Borrower's execution, delivery and performance of
the Loan Documents. Such resolution or document shall contain such other
provisions as shall be required by the Bank;
c.The following security, subordination, and/or guaranty documents,
and related instruments necessary to perfect any interest in the Collateral
described therein: General Security Agreement, Guaranty and Suretyship
Agreement, UCCs on Accounts Receivable and Inventory; and
d.Such other documents as the Bank may reasonably require,
including, without limitation, proof of insurance, appraisals of real and/or
personal property, environmental analysis, other agreements, instruments, or
indentures to which an Obligor is a party, including, without limitation,
financing statements, proofs, opinions of the Borrower's counsel and/or other
professionals, guaranties and other written assurances.
2.Requirements for Any Advance. The obligation of the Bank to make any
advance under the Revolver is subject to the payment of the fees due to the
Bank under Sections D.1., D.2. and L.3. of this Agreement and is conditioned
upon the following:
a.The representations and warranties contained in Section E hereof
are true and correct on and as of the date of each such advance, and the
Authorized Representatives previously notified and/or confirmed are the same
and have the same authority to bind the Borrower;
▇.▇▇ Event of Default described in Section J hereof, and no event
which, with the giving of notice, or the passage of time, or both, would
become an Event of Default, has occurred and is continuing; and
c.All of the Loan Documents remain in full force and effect.
G.Affirmative Covenants. The Borrower covenants and agrees that so long as
there are any outstanding Liabilities hereunder or otherwise or the Bank shall
have any obligation hereunder, the Borrower and each of its consolidated
subsidiaries (except that if this box X is checked, these covenants shall not
apply to such consolidated subsidiaries) shall:
▇.▇▇▇▇▇▇▇▇▇ Statements. Furnish to the Bank the following financial
information: (i) not later than ninety (90) days after the end of each fiscal
year, consolidated and consolidating ~ audited ~ reviewed ~ compiled
year-end financial statements for the Borrower (if the boxes herein are left
blank, then the type of financial statement shall be determined by the Bank at
its sole discretion), and if applicable, for each of its consolidated
subsidiaries, including, but not limited to, statements of financial
condition, income and cash flows, a reconciliation of net worth, notes to
financial statements (all of the above prepared in accordance with GAAP,
consistently applied, by an independent certified public accountant acceptable
to the Bank, and certified as true, correct, and complete by the Borrower's
chief financial officer) and any other information that may assist the Bank in
assessing the Borrower's financial condition; (ii) not later than forty-five
(45) days after the end of each interim fiscal quarter, the Borrower's
consolidated and consolidating financial statements, including, but not
limited to, statements of financial condition, income and cash flows, and a
reconciliation of net worth (all of the above prepared in a format acceptable
to the Bank, certified as true, correct, and complete by the Borrower's chief
financial officer); (iii) the following statements and schedules relating to
the Borrower's business, X monthly ~ quarterly or at such other times as may
be requested by the Bank:
X accounts receivable agings* accounts payable agings
inventory schedules X other Borrowing Base
Certificates within 15 days of
month end
and/or (iv) such information respecting the operations, financial or
otherwise, of the Borrower or any of its subsidiaries, as the Bank may from
time to time reasonably request; *within 15 days of month end
2.Compliance Certificate. Furnish to the Bank, together with each set of
financial statements described in Paragraphs G.l. (i) and (ii) above, a
compliance certificate signed, in the form attached hereto as Exhibit "A,"
signed by the Borrower's chief financial officer, certifying that: (i) all
representations and warranties set forth in this Agreement and in any other
Loan Document are true and correct as of the date thereof; (ii) none of the
covenants in this Agreement or in any other Loan Document has been breached;
(iii) no event has occurred which, alone, or with the giving of notice or the
passage of time, or both, would constitute an Event of Default under this
Agreement or under the other Loan Documents; and (iv) no material adverse
change has occurred in the Borrower's financial condition;
3.Notice of Certain Events. Promptly give written notice to the Bank of
(i) the details of any Reportable Events (as defined in ERISA) which have
occurred (ii) the occurrence of any event which alone or with notice, the
passage of time, or both, would constitute an Event of Default; (iii) the
commencement of any proceeding or litigation which, if adversely determined,
would adversely affect its financial condition or ability to conduct business;
and (iv) the formation of any subsidiary of the Borrower after the date of
this Agreement, which notice shall be accompanied by the resolution of the
Board of Directors of such subsidiary authorizing such subsidiary to execute a
guaranty of the Liabilities, satisfactory in form and substance to the Bank,
together with such guaranty duly executed by such subsidiary;
4.Preservation of Property; Insurance. Keep and maintain, and require
its subsidiaries to keep and maintain, all of its and their properties
and assets in good order and repair; maintain extended coverage, general
liability, hazard, business interruption, property and other
insurance in amounts deemed satisfactory to the Bank and as is customary for
businesses similar to the Borrower's business and deliver to the Bank
certificates of all such insurance in effect; and cause all such policies
covering any Collateral and covering business interruption to contain loss
payee endorsements in favor of the Bank and to be subject to cancellation or
reduction in coverage only upon thirty (30) days prior written notice thereof
to the Bank at its address set forth in this Agreement.
5.Taxes. Pay and discharge, and require its subsidiaries to pay and
discharge, when due, all taxes, assessments or other governmental
charges imposed on them or any of their respective properties, unless the same
are currently being contested in good faith by appropriate proceedings and
adequate reserves are maintained therefor;
6.Operation of Properties. Operate its properties, and cause those of
its subsidiaries to be operated in compliance with all applicable orders,
rules and regulations promulgated by the jurisdictions and agencies thereof
where such properties are located, and duly file or cause to be filed such
reports and/or information returns as may be required or appropriate under
applicable orders, regulations or law;
7.Access to Properties, Books and Records. Permit the Bank's
representatives and/or agents full and complete access to any or all of the
Borrower's and its subsidiaries' properties and financial records, to make
extracts from and/or audit such records and to examine and discuss the
Borrower's properties, business, finances and affairs with the Borrower's
officers and outside accountants;
8.Environmental Liens. In the event that there shall be filed a lien
against any property of the Borrower by any jurisdiction, political
subdivision, agency, or instrumentality thereof, arising from an intentional
or unintentional act or omission of the Borrower, resulting in the discharging
of hazardous substance or wastes into the atmosphere or waters, or onto lands,
then, within thirty (30) days from the date that the Borrower is given notice
that the lien has been placed against such property, or within such shorter
period of time in the event that such jurisdiction, political subdivision,
agency, or instrumentality thereof has commenced steps to cause such property
to be sold pursuant to the lien, the Borrower shall either (i) pay the claim
and remove the lien from the applicable property or (ii) furnish to such
jurisdiction, political subdivision, agency, or instrumentality thereof that
imposed the lien one of the following: (a) a bond satisfactory to such
jurisdiction, political subdivision, agency, or instrumentality thereof in the
amount of the claim out of which the lien arises, (b) a cash deposit in the
amount of the claim out of which the lien arises; or (c) other security
reasonably satisfactory to such jurisdiction, political subdivision, agency or
instrumentality thereof in an amount sufficient to discharge the claim out of
which the lien arises;
9.Removal of Hazardous Substances. Should the Borrower cause or permit
any intentional or unintentional act or omission resulting in the discharging
of hazardous substances or wastes into the atmosphere or waters, or onto
lands, resulting in damage to the natural resources without having obtained a
permit issued by the appropriate governmental authorities, the Borrower shall
promptly clean up same in accordance with all applicable federal, state, and
local orders, statutes, laws, ordinances, rules, and regulations; and
10.Additional Affirmative Covenants. The Borrower further affirmatively
covenants and agrees that it shall perform any other affirmative covenants set
forth in the Schedule and in the Loan Documents to which the Borrower is a
party.
H.Negative Covenants. So long as any Liabilities are outstanding, or the Bank
has any commitment to make advances hereunder, the Borrower and its
consolidated subsidiaries (except that if this box is checked, these
covenants shall not apply to such consolidated subsidiaries) shall not,
without the prior written consent of the Bank (in this section only, if a
blank in any of the following paragraphs is completed with the letters NA or
N/A, that paragraph in this section only is not applicable):
1.Incur Indebtedness; Creation of Lien. Incur, create, or assume any
indebtedness including, without limitation, obligations under capitalized
leases, except indebtedness owing to the Bank, indebtedness existing on the
date hereof and previously reported in writing to and permitted by the Bank,
indebtedness incurred for normal consumer purposes, and trade indebtedness
arising in the ordinary course of the Borrower's business; make any loans or
advances to others including, without limitation, officers, directors,
shareholders, principals, partners, members, managers, or affiliates of the
Borrower or any Obligor; or create, permit, or suffer the creation of any
liens, security interests or other encumbrances on any of its property, real
or personal, except liens, security interests or encumbrances in favor of the
Bank or existing on the date hereof and previously reported in writing to and
permitted by the Bank;
▇.▇▇▇▇ of Assets; Liquidation; Merger; Acquisitions. Convey, lease,
sell, transfer or assign any assets except in the ordinary course of the
Borrower's business for value received; liquidate or discontinue its normal
operations with intent to liquidate; enter into any merger or consolidation;
or acquire all or substantially all of the assets, stock or other equity
interests of another entity;
3.Payment of Dividends; Redemption of Stock. Pay any dividends, make any
withdrawal from its capital, make any other distributions and/or repurchase,
redeem, or otherwise acquire or set aside reserves to acquire, any of its
outstanding stock, partnership, member, or other equity interests, except for
such actions by any subsidiaries in favor of the Borrower;
4.Accounts. Sell, assign, transfer or dispose of any of its accounts or
notes receivable, with or without recourse, except to the Bank;
5.Guaranty Obligations. Become a guarantor, surety, Obligor or otherwise
become directly, indirectly or contingently liable for the debts or
obligations of others, except for the benefit of the Bank or its Affiliates,
and except as an endorser of checks or drafts negotiated in the ordinary
course of the Borrower's business;
▇.▇▇▇▇▇ Obligations. Incur, create, or assume any commitment to make any
Lease Payments if the aggregate amount payable thereunder in any one fiscal
year would exceed $ N/A , "Lease Payments" shall mean any direct or indirect
payment or payments, whether as rent or otherwise, including fees or service
or finance charges, under any lease, rental or other agreement for the use of
the property of any person and/or entity other than the Borrower whether or
not such agreement contains an option to purchase;
7.Sale-Leaseback Transactions. Enter into any sale-leaseback transaction
or any transaction howsoever termed which would have the same or substantially
the same result or effect as a sale-leaseback;
8.Prepayment of Other Indebtedness. Prepay any amounts not required to
be prepaid, except to the Bank or any Affiliate, or cause or permit to be
accelerated any amounts on any outstanding indebtedness now existing or
hereafter arising;
9.Compensation. Permit salaries, withdrawals, bonuses or other
compensation to officers, directors, shareholders, principals, partners,
members, managers, or affiliates of the Borrower to exceed the aggregate
amount of $ N/A per year;
10.Expenses for Fixed Assets. Expend for fixed assets during any one
fiscal year of the Borrower an aggregate amount exceeding $ N/A;
▇▇.▇▇▇▇ or Issuance of Equity Interest. If the Borrower is a
corporation, sell, issue, or agree to sell or issue, any equity interest
(voting, non-voting, preferred or common) of the Borrower, or purchase any
such equity interest;
▇▇.▇▇▇▇▇▇▇▇▇▇▇. Purchase or make any investment in the stock, securities
or evidences of indebtedness of or loan to any other person or entity
(including, without limitation, entities owned or controlled by any officers,
directors, shareholders, principals, partners, members, managers, or
affiliates of the Borrower) except (i) the United States Government or its
agencies, or (ii) certificates of deposit of United States domestic banks
having a ratio of qualifying total capital to weighted risk assets of not less
than eight (8%) percent, at least four (4%) percent of which is Tier I
capital, and total capital and surplus in excess of $50,000,000. "Qualifying
total capital" and "Tier I capital" shall be defined from time to time
pursuant to regulations published by the Office of the Comptroller of the
Currency and the Federal Deposit Insurance Corporation;
13.Hazardous Substances. Cause or permit to exist a discharging of
hazardous substances or wastes into the atmosphere or waters, or onto lands,
unless the discharging is pursuant to and in compliance with the conditions of
a permit issued by the appropriate federal, state, or local governmental
authorities;
14.Consolidated Working Capital. Permit Consolidated Working Capital of
the Borrower and its consolidated subsidiaries (if any) at any time to be less
than $ N/A until and including N/A, and $ N/A at all times thereafter;
"Working Capital" is defined, at any date, as the excess of Current Assets
over Current Liabilities; "Current Assets" and "Current Liabilities" shall
mean all assets and liabilities which, in accordance with GAAP, should be
classified as current assets and current liabilities, respectively;
15.Consolidated Debt Service Coverage Ratio. Permit the ratio of net
income minus dividends plus interest expense plus income tax expense plus
depreciation and amortization of the Borrower and its consolidated
subsidiaries for any period of four consecutive fiscal quarters ("current
period") to interest expense of the Borrower and its consolidated subsidiaries
for such current period plus the current portion of long term debt
and capital leases of the Borrower and its consolidated subsidiaries (as
reflected on the Borrower's consolidated financial statement as of the end of
the most recent fiscal quarter immediately preceding such current period) to
be less than $ N/A;
16.Consolidated Tangible Net Worth. Permit Consolidated Tangible Net
Worth at any time to be less than $ N/A; "Tangible Net Worth" is defined, at
any date, as (i) the aggregate amount at which all assets of the Borrower
would be shown on a balance sheet at such date after deducting capitalized
research and development costs, capitalized interest, debt discount and
expense, goodwill, patents, trademarks, copyrights, franchises, licenses,
amounts owing from officers, directors, shareholders, principals, partners,
members, managers, or affiliates of the Borrower and any investments in any
entities owned or controlled by any of the foregoing, and such other assets as
are properly classified as "intangible assets" less (ii) the aggregate amount
of indebtedness, liabilities (including tax and other proper accruals) and
reserves of the Borrower and its consolidated subsidiaries (excluding
Approved Subordinated Debt); "Approved Subordinated Debt" means any
indebtedness for borrowed money that is permitted by this Agreement and that
is owing on the date hereof or is subordinated to the Liabilities on terms
approved in writing by the Bank;
17.Debt to Equity Ratio Requirements. Permit the ratio of Consolidated
Total Liabilities to Consolidated Tangible Net Worth at any time to exceed N/A
until and including N/A, and N/A thereafter; "Total Liabilities" is defined,
at any date, as all liabilities of the Borrower which would properly appear on
the liabilities side of a balance sheet, other than capital stock, capital
surplus, retained earnings, minority interests, deferred credit, Approved
Subordinated Debt and contingency reserves under GAAP; and
18.Additional Negative Covenants. The Borrower and its subsidiaries
shall not undertake any activities prohibited by any other negative covenants
set forth on the Schedule.
I.Additional Collateral. As additional collateral security for the payment of
the Borrower's indebtedness and obligations to the Bank hereunder, under the
other Loan Documents, and/or otherwise, the Borrower hereby grants to the Bank
a continuing security interest in and lien of the first priority upon and
hereby assigns to the Bank all funds, balances, deposits, accounts,
certificates of deposit, securities and/or other property of any kind of the
Borrower and in which the Borrower has an interest, and the proceeds of the
foregoing, now or hereafter in the possession, custody, or control of the Bank
or any Affiliate.
▇.▇▇▇▇▇▇ of Default. Each of the following shall constitute an event of
default ("Event of Default") hereunder:
1.Breach. A breach by any Obligor of any term, provision, obligation,
covenant, representation, or warranty arising under (i) this Agreement or any
other Loan Document, including, without limitation, failure to make any
payment when due hereunder or under any other Loan Document; (ii) any present
or future agreement or instrument with or in favor of the Bank and/or any
Affiliate, including the failure to make any payment when due; or (iii) any
present or future agreement or instrument for borrowed money or other
financial accommodations in any other person or entity;
2.Bankruptcy; Insolvency. (i) Any Obligor commences any bankruptcy,
reorganization, debt arrangement, or other case or proceeding under the United
States Bankruptcy Code or under any similar foreign, federal, state, or local
statute, or any dissolution or liquidation proceeding, or makes a general
assignment for the benefit of creditors, or takes any action for the purpose
of effecting any of the foregoing; (ii) any bankruptcy, reorganization, debt
arrangement, or other case or proceeding under the United States Bankruptcy
Code or under any similar foreign, federal, state, or local statute, or any
dissolution or liquidation proceeding, is involuntarily commenced against or
in respect of any Obligor or an order for relief is entered in any such
proceeding; (iii) the appointment, or the filing, of a petition seeking the
appointment, of a custodian, receiver, trustee, or liquidator for any Obligor
or any of its property, or the taking of possession of any part of the
property of any Obligor at the instance of any governmental authority; or (iv)
any Obligor becomes insolvent (however defined), is generally not paying its
debts as they become due, or has suspended transaction of its usual business;
3.Death; Reorganization. The death, dissolution, merger, consolidation,
or reorganization of any Obligor;
4.Material Misstatement. Any statement, representation or warranty made
in or pursuant to this Agreement or any other Loan Document or to induce the
Bank to enter into this Agreement shall prove to be untrue or misleading in
any material respect;
5.Material Adverse Change. The occurrence of a material adverse change
in the financial condition of any Obligor or the occurrence of any event
which, in the sole opinion of the Bank, impairs the financial responsibility
of any Obligor, including, without limitation, a change in management or
ownership of any Obligor;
6.Insecure. The Bank deems itself insecure;
7.Debt, Liens, Loans, Lease Payments. Any Obligor: (i) incurs or assumes
additional debt other than debt incurred for normal consumer purposes, debt to
the Bank and/or an Affiliate and/or trade debt in the ordinary course of
Obligor's business; (ii) makes any loans or advances to officers, directors,
shareholders, principals, partners, members, managers, or affiliates of the
Borrower or any Obligor; (iii) creates, permits or grants any lien or security
interest in or transfers any of its property on which the Bank and/or an
Affiliate has a lien and/or security interest; or (iv) incurs, creates or
assumes any commitment, either directly or indirectly, for rent, service fees
or charges or finance charges under any lease, rental, sale-leaseback, or
other agreement for use of the property of any person and/or entity other than
the Borrower;
8.Entry of Judgment. The filing, entry, or issuance of any judgment,
execution, garnishment, attachment, distraint, or lien against any Obligor or
its property; or the entry of any order enjoining or restraining any Obligor
and/or restraining or seizing any property of any Obligor;
9.Transfer of Assets. Any Obligor transfers or sells all or
substantially all of its assets, without the prior written consent of the
Bank; or
▇▇.▇▇▇▇ Documents. The validity or enforceability of any of the Loan
Documents is contested by an Obligor or any representative thereof.
K. Remedies.
1.Acceleration of Liabilities; Rights of Bank. Upon and following the
occurrence of an Event of Default described in Section J hereof(other than the
Events of Default described in Paragraph J.2.), at the Bank's sole option, the
Bank's commitment, if any, to make any further advances or loans to the
Borrower hereunder shall terminate, and all Liabilities shall immediately
become due and payable in full all without protest, presentment, demand or
further notice of any kind to the Borrower or any other Obligor, all of which ar
e expressly waived. Upon the occurrence of any Event of Default described in
Paragraph J.2., immediately and automatically, the Bank's commitment, if any,
to make any further advances or loans to the Borrower hereunder, shall
terminate and all Liabilities shall immediately become due and payable in
full, all without protest, presentment, demand or further notice of any kind
to the Borrower or any other Obligor, all of which are expressly waived. Upon
and following an Event of Default, the Bank may, at its option, exercise any
and all rights and remedies it has under this Agreement, the other Loan
Documents and under applicable law, including, without limitation, the right
to charge and collect interest on the principal portion of the Liabilities at
the Default Rate, which rate shall, at the Bank's option, apply upon and after
an Event of Default arising from failure to pay any amount when due under any
of the Loan Documents, maturity, whether by acceleration or otherwise, and the
entry of judgment with respect to any or all of the Liabilities Upon and
following an Event of Default hereunder, the Bank may proceed to protect and
enforce the Bank's rights under any Loan Document and/or under applicable law
by action at law, in equity, or other appropriate proceedings, including,
without limitation, an action for specific performance to enforce or aid in
the enforcement of any provision contained herein or in any other Loan
Document.
2.Right of Set-off. If any of the Liabilities shall be due and payable
or any one or more Events of Default shall have occurred, whether or not the
Bank shall have made demand under any Loan Document and regardless of the
adequacy of any Collateral for the Liabilities or other means of obtaining
repayment of the Liabilities, the Bank shall have the right, without notice to
the Borrower or any other Obligor and is specifically authorized hereby to set-o
ff against and apply to the then unpaid balance of the Liabilities any items
or funds of the Borrower and/or any Obligor held by the Bank or any Affiliate,
any and all deposits (whether general or special, time or demand matured or
unmatured) or any other property of the Borrower and/or any Obligor,
including, without limitation, securities and/or certificates of deposit, now
or hereafter maintained by the Borrower and/or any Obligor for its or their
own account with the Bank or any Affiliate, and any other indebtedness at any
time held or owing by the Bank or any Affiliate to or for the credit or the
account of the Borrower and/or any Obligor, even if effecting such set-off
results in a loss or reduction of interest or the imposition of a penalty
applicable to the early withdrawal of time deposits. For such purpose, the
Bank shall have, and the Borrower hereby grants to the Bank a first lien on
and security interest in such deposits, property, funds, and accounts, and the
proceeds thereof. The Borrower further authorizes any Affiliate, upon and
following the occurrence of an Event of Default, at the request of the Bank,
and without notice to the Borrower, to turn over to the Bank any property of
the Borrower, including, without limitation, funds and securities, held by the
Affiliate for the Borrower's account and to debit, for the benefit of the
Bank, any deposit account maintained by the Borrower with such Affiliate (even
if such deposit account is not then due or there results a loss or reduction
of interest or the imposition of a penalty in accordance with law applicable
to the early withdrawal of time deposits), in the amount requested by the Bank
up to the amount of the Liabilities, and to pay or transfer such amount or
property to the Bank for application to the Liabilities.
3.Confession of Judgment.
a.THE FOLLOWING PARAGRAPH SETS FORTH A WARRANT OF AUTHORITY FOR ANY
ATTORNEY TO CONFESS JUDGMENT AGAINST THE BORROWER. IN GRANTING THIS WARRANT OF
ATTORNEY TO CONFESS JUDGMENT AGAINST THE BORROWER, THE BORROWER, FOLLOWING
CONSULTATION WITH (OR DECISION NOT TO CONSULT) SEPARATE COUNSEL FOR THE
BORROWER AND WITH KNOWLEDGE OF THE LEGAL EFFECT HEREOF, HEREBY KNOWINGLY,
INTENTIONALLY, VOLUNTARILY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS THE
BORROWER HAS OR MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER
THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES OF AMERICA, THE
COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE. IT IS SPECIFICALLY ACKNOWLEDGED BY
THE BORROWER THAT THE BANK HAS RELIED ON THIS WARRANT OF ATTORNEY IN RECEIVING
THIS AGREEMENT AND AS AN INDUCEMENT TO GRANT FINANCIAL ACCOMMODATIONS
CONTAINED HEREIN.
b.Upon and following the occurrence of an Event of Default, the
Borrower hereby jointly and severally authorizes and empowers any attorney of
any court of record or the prothonotary or clerk of any county in the
Commonwealth of Pennsylvania, or in any jurisdiction where permitted by law or
the clerk of any United States District Court, to appear for the Borrower or
any of them in any and all actions which may be brought hereunder and enter
and confess judgment against the Borrower or any of them in favor of the Bank
for such sums as are due or may become due hereunder or under any other Loan
Document, together with costs of suit and actual collection costs including,
without limitation, reasonable attorneys' fees equal to five percent (5%) of
the Liabilities then due and owing but in no event less than $5,000, with or
without declaration, without prior notice, without stay of execution and with
release of all procedural errors and the right to issue executions forthwith.
To the extent permitted by law, the Borrower waives the right of inquisition
on any real estate levied on, voluntarily condemns the same, authorizes the
prothonotary or clerk to enter upon the writ of execution this voluntary
condemnation and agrees that such real estate may be sold on a writ of
execution; and also waives any relief from any appraisement, stay or exemption
law of any state now in force or hereafter enacted. If a copy of this
Agreement verified by affidavit of any officer of the Bank shall have been
filed in such action, it shall not be necessary to file the original thereof
as a warrant of attorney, any practice or usage to the contrary
notwithstanding. The authority herein granted to confess judgment shall not be
exhausted by any single exercise thereof, but shall continue and may be
exercised from time to time as often as the Bank shall find it necessary and
desirable and at all times until full payment of all amounts due hereunder and
under the other Loan Documents. The Bank may confess one or more judgments in
the same or different jurisdictions for all or any part of the obligations
arising hereunder or under any other Loan Document, without regard to whether
judgment has theretofore been confessed on more than one occasion for the same
obligations. In the event that any judgment confessed against the Borrower is
stricken or opened upon application by or on behalf of the Borrower or any
Obligor for any reason, the Bank is hereby authorized and empowered to again
appear for and confess judgment against the Borrower for any part or all of
the obligations due and owing under this Note, as herein provided.
4.Remedies Cumulative; No Waiver. The rights, powers and remedies of the
Bank provided in this Agreement and any of the Loan Documents are cumulative
and not exclusive of any right, power or remedy provided by law or equity. No
failure or delay on the part of the Bank in the exercise of any right, power
or remedy shall operate as a waiver thereof, nor shall any single or partial
exercise preclude any other or further exercise thereof, or the exercise of
any other right, power or remedy.
5.Continuing Enforcement of the Loan Documents. If, after receipt of any
payment of all or any part of the Liabilities, the Bank is compelled or
agrees, for settlement purposes, to surrender such payment to any person or
entity for any reason, then this Agreement and the other Loan Documents shall
continue in full force and effect or be reinstated, as the case may be. The
provisions of this Paragraph shall survive the termination of this Agreement
and the other Loan Documents and shall be and remain effective notwithstanding
the payment of the Liabilities, the cancellation of the Agreement, the release
of any security interest, lien or encumbrance securing the Liabilities or any
other action which the Bank may have taken in reliance upon its receipt of
such payment.
L. Miscellaneous.
1.Waiver of Demand. The Borrower (i)waives demand, presentment, protest,
notice of protest, and notice of dishonor of this Agreement; (ii) consents to
any and all extensions of time, renewals, waivers, or modifications that may
be granted by the Bank with respect to the payment or other provisions of this
Agreement; and (iii) agrees that makers, endorsers, guarantors, and sureties
for the indebtedness evidenced hereby may be added or released without notice
to the Borrower and without affecting the Borrower's liability hereunder. The
liability of the Borrower hereunder shall be absolute and unconditional.
2.Notices. Notices and communications under this Agreement shall be in
writing and shall be given by (i) hand-delivery, (ii) first class mail
(postage prepaid), (iii) reliable overnight commercial courier (charges
prepaid) or (iv) telecopy to the addresses and telecopier numbers
listed in this Agreement (provided that if no telecopier numbers appear on
this Agreement, to the telecopier numbers that the parties notify one another
of from time to time). Notice given by telecopy shall be deemed to have been
given and received when sent. Notice by overnight courier shall be deemed to
have been given and received on the date scheduled for delivery. Notice by
mail shall be deemed to have been given and received three (3) calendar days
after the date first deposited in the United States Mail. Notice by
hand-delivery shall be deemed to have been given and received upon delivery. A
party may change its address and/or telecopier number by giving written
notice to the other party as specified herein.
3.Costs and Expenses. Whether or not the transactions contemplated by the
Loan Documents are fully consummated, the Borrower shall promptly pay (or
reimburse, as the Bank may elect) all costs and expenses which the Bank has
incurred or may hereafter incur in connection with the negotiation,
preparation, reproduction, interpretation, perfection, protection of
collateral, administration and enforcement of this Agreement and the other
Loan Documents, the collection of all amounts due under this Agreement and the
other Loan Documents, and all amendments, modifications, consents or waivers,
if any, to the Loan Documents. The Borrower's reimbursement obligations under
this Paragraph shall survive any termination of this Agreement or any other
Loan Document.
4.Payment Due on a Day Other than a Business Day. If any payment due or
action to be taken under this Agreement or any other Loan Document falls due
or is required to be taken on a day that is not a Business Day, such payment
or action shall be made or taken on the next succeeding Business Day when the
Bank is open for business and such extended time shall be included in the
computation of interest.
5.Governing Law. This Agreement and the Note shall be construed in
accordance with and governed by the substantive laws of the Commonwealth of
Pennsylvania without reference to conflict of laws principles.
6.Integration; Amendment. This Agreement and the other Loan Documents
constitute the sole agreement of the parties with respect to the subject
matter hereof and thereof and supersede all oral negotiations and prior
writings with respect to the subject matter hereof and thereof. No amendment
of this Agreement, and no waiver of any one or more of the provisions hereof
shall be effective unless set forth in writing and signed by the parties
hereto.
7.Successors and Assigns. This Agreement (i) shall be binding upon the
Borrower and the Bank and, where applicable, their respective heirs,
executors, administrators, successors and assigns, and (ii) shall inure to the
benefit of the Borrower and the Bank and, where applicable, their respective
heirs, executors, administrators, successors and permitted assigns; provided,
however, that the Borrower may not assign its rights or obligations hereunder
or any interest herein without the prior written consent of the Bank, and any
such assignment or attempted assignment by the Borrower shall be void and of
no effect with respect to the Bank. The Bank may from time to time sell or
assign, in whole or in part, or grant participations in the Loan and/or the
Agreement and/or the obligations evidenced thereby. The Borrower authorizes
the Bank to provide information concerning the Borrower to any prospective
purchaser, assignee or participant.
8.Severability and Consistency. The illegality, unenforceability or
inconsistency of any provision of this Agreement or any instrument or
agreement required hereunder shall not in any way affect or impair the
legality, enforceability or consistency of the remaining provisions of this
Agreement or any instrument or agreement required hereunder. The Loan
Documents are intended to be consistent. However, in the event of any
inconsistencies among any of the Loan Documents, such inconsistency shall not
affect the validity or enforceability of any Loan Document. The Borrower agrees
that in the event of any inconsistency or ambiguity in any of the Loan
Documents, the Loan Documents shall not be construed against any one party but
shall be interpreted consistent with the Bank's policies and procedures.
9.Consent to Jurisdiction and Service of Process. The Borrower
irrevocably appoints each and every owner, partner, member, manager, and/or
officer of the Borrower as its attorneys upon whom may be served, by regular
or certified mail at the address set forth in this Agreement, any notice,
process or pleading in any action or proceeding against it arising out of or
in connection with this Agreement or any of the other Loan Documents. The
Borrower hereby consents and agrees that (i) any action or proceeding against
it may be commenced and maintained in any court within the Commonwealth of
Pennsylvania or in the United States District Court for any District of
Pennsylvania by service of process on any such owner, partner, member,
manager, and/or officer and (ii) the courts of the Commonwealth of
Pennsylvania and the United States District Court for any District of
Pennsylvania shall have jurisdiction with respect to the subject matter hereof
and the person of the Borrower and all collateral for the Liabilities. The
Borrower agrees that any action brought by the Borrower shall be
commenced and maintained only in a court in the Federal Judicial District or
county in which the Bank has its principal place of business in
Pennsylvania.
10.Joint and Several Liability. In the event that the Borrower consists
of more than one person or entity, the Liabilities of each such person or
entity shall be joint and several and the word "Borrower" means each of them,
any of them and/or all of them.
11.Judicial Proceedings; Waivers.
THE BORROWER AND THE BANK ACKNOWLEDGE AND AGREE THAT (i) ANY SUIT, ACTION
OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT OR INSTITUTED BY THE
BANK OR THE BORROWER OR ANY SUCCESSOR OR ASSIGN OF THE BANK OF THE BORROWER,
ON OR WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
DEALINGS OF THE PARTIES WITH RESPECT HERETO, OR THERETO, SHALL BE TRIED ONLY
BY A COURT AND NOT BY A JURY AND EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY;
(ii) EACH WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT,
ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; AND
(iii) THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND THE
BANK WOULD NOT EXTEND CREDIT TO THE BORROWER IF THE WAIVERS SET FORTH IN THIS
SECTION WERE NOT A PART OF THIS AGREEMENT.
IN WITNESS WHEREOF, the Borrower and the Bank, intending to be Legally bound
hereby, have executed this Agreement, as of the day and year first above
written.
Lexicon Environmental Associates. Inc.
Corporation, Partnership or Limited Liability Company Name
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name & Title: ▇▇▇▇▇ ▇. ▇▇▇▇▇, President ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Secretary
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Groundwater Recovery Systems, Inc.
Corporation, Partnership or Limited Liability Company Name
Address: ▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name & Title: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
Address: ▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ - V.P.
First Union National Bank
By: /s/ ▇▇▇ ▇▇▇▇▇
Name & Title: ▇▇▇ ▇▇▇▇▇, Vice President
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Schedule of Additional Terms to Revolving Credit Agreement
and Revolving Credit Note, dated June 27, 1996
by and between the Bank and the Borrower
A.Paragraph A.2. of the Agreement and Paragraph A.6. of the Note are
hereby each deleted in their entirety and the following provision is
substituted in each of their places:
Maximum Principal Amount. The maximum aggregate principal amount of
advances outstanding at any time hereunder (the "Maximum Principal Amount")
shall be the lesser of Seven Hundred Fifty Thousand Dollars ($750,000.00) or
60% of Borrower's Eligible Accounts. For the purpose hereof, "Eligible
Accounts" shall mean the combined accounts of the Borrower and the Co-Borrower
less any intercompany receivable which; (i) arise in the ordinary course of
the Borrower's business; (ii) are based on enforceable orders or contracts for
goods shipped or services rendered; (iii) are not more than 90 days past
invoice date; and (iv) meet such other conditions as the Bank, in its sole
discretion, shall require from time to time.
B.The following definitions are hereby added in alphabetical order to Section C.
of the Agreement:
Borrowing Base Certificate. The term "Borrowing Base Certificate" means
the Borrowing Base Certificate submitted to the Bank each month in the form
attached hereto as Exhibit B.
IN WITNESS WHEREOF, the Borrower has duly executed and delivered to the
Bank this Schedule of Additional Terms, as of the day and year first above
written.
Lexicon Environmental Associates, Inc.
BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ - Secty. ▇▇▇▇▇ ▇. ▇▇▇▇▇, President
Groundwater Recovery Systems, Inc.
BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ - V.P. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
First Union National Bank
By: /s/ ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, Vice President