EXHIBIT 10.1
TWELFTH MODIFICATION OF OPEN-END MORTGAGE AND SECURITY AGREEMENT
This TWELFTH MODIFICATION OF OPEN-END MORTGAGE AND SECURITY AGREEMENT is
made as of the 30th day of December, 2005, by and between PROJECT DEVELOPMENT
GROUP, INC., a Pennsylvania corporation, with an address of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter called "MORTGAGOR")
and SKY BANK, an Ohio banking institution, having an office at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter called
"MORTGAGEE").
WITNESSETH THAT:
WHEREAS, Mortgagor, PDG Environmental, Inc., Enviro-Tech Abatement
Services, Co. and PDG, Inc. (collectively, "BORROWERS") and Mortgagee entered
into that certain Loan Agreement dated as of August 3, 2000, as amended by that
certain Amendment to Loan Agreement dated as of June 14, 2001, that certain
Second Amendment to Loan Agreement dated as of May 6, 2002, that certain Third
Amendment to Loan Agreement dated as of August 30, 2002, that certain Fourth
Amendment to Loan Agreement dated as of December 31, 2002, that certain Fifth
Amendment to Loan Agreement dated as of February 28, 2003, that certain Sixth
Amendment to Loan Agreement dated as of July 22, 2003, that certain Seventh
Amendment to Loan Agreement dated as of January 28, 2004, that certain Eighth
Amendment to Loan Agreement dated July 8, 2004, that certain Ninth Amendment to
Loan Agreement dated November 3, 2004, that certain Tenth Amendment to Loan
Agreement dated December 21, 2004, as further amended by letter agreement dated
June 13, 2005, that certain Eleventh Amendment to Loan Agreement dated June 22,
2005, and that certain Twelfth Amendment to Loan Agreement dated September 30,
2005 (collectively, the "CREDIT AGREEMENT"), pursuant to which Mortgagee agreed
to make loans and credit accommodations to Borrowers (collectively, the
"LOANS"); and
WHEREAS, in accordance with the provisions of the Credit Agreement,
Mortgagor executed that certain Open-End Mortgage and Security Agreement in
favor of Mortgagee dated August 3, 2000 and recorded on August 9, 2000 in the
Office of the Recorder of Deeds of ▇▇▇▇▇▇▇▇▇▇▇▇ County, Pennsylvania at Mortgage
Book Volume 4944, Page 266, as modified by that certain Modification of Open-End
Mortgage and Security Agreement dated June 14, 2001 and recorded on July 17,
2001 in the Office of the Recorder of Deeds of ▇▇▇▇▇▇▇▇▇▇▇▇ County, Pennsylvania
at Instrument No. 200107030034685, that certain Second Modification of Open End
Mortgage dated May 6, 2002 and recorded May 13, 2002 in the Office of the
Recorder of Deeds of ▇▇▇▇▇▇▇▇▇▇▇▇ County, Pennsylvania at Instrument No.
200205130032431, that certain Third Modification of Open End Mortgage and
Security Agreement dated as of August 30, 2002 and recorded September 30, 2002
in the Office of the Recorder of Deeds of ▇▇▇▇▇▇▇▇▇▇▇▇ County, Pennsylvania at
Instrument No. 200209300062822, that certain Fourth Modification of Open End
Mortgage and Security Agreement dated as of February 28, 2003 and recorded March
13, 2003 in the Office of the Recorder of Deeds of ▇▇▇▇▇▇▇▇▇▇▇▇ County,
Pennsylvania at Instrument No. 200303130019873, that certain Fifth Modification
of Open End Mortgage and Security Agreement dated as of July 22, 2003, and
recorded August 8, 2003 in the Recorder of Deeds of ▇▇▇▇▇▇▇▇▇▇▇▇ County,
Pennsylvania at Instrument No. 200308080064445, that certain Sixth Modification
of Open End Mortgage and Security Agreement dated as of January 28, 2004 and
recorded February 12, 2004 in the Recorder of Deeds of ▇▇▇▇▇▇▇▇▇▇▇▇ County,
Pennsylvania at Instrument No. 200402120008111, that certain Seventh
Modification of Open End Mortgage and Security Agreement dated as of July 8,
2004 and recorded July 21, 2004 in the Recorder of
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Deeds of ▇▇▇▇▇▇▇▇▇▇▇▇ County, Pennsylvania at Instrument No. 200407210043970,
that certain Eighth Modification of Open End Mortgage and Security Agreement
dated as of November 3, 2004 and recorded November 8, 2004 in the Recorder of
Deeds of ▇▇▇▇▇▇▇▇▇▇▇▇ County, Pennsylvania at Instrument No. 200411080066060,
that certain Ninth Modification of Open End Mortgage and Security Agreement
dated as of December 21, 2004 and recorded December 29, 2004 in the Recorder of
Deeds of ▇▇▇▇▇▇▇▇▇▇▇▇ County, Pennsylvania at Instrument No. 200412290075990,
that certain Tenth Modification of Open End Mortgage and Security Agreement
dated as of June 22, 2005 and recorded July 18, 2005 in the Recorder of Deeds of
▇▇▇▇▇▇▇▇▇▇▇▇ County, Pennsylvania at Instrument No. 200507180036154, and that
certain Eleventh Modification of Open End Mortgage and Security Agreement dated
as of September 30, 2005 and recorded October 13, 2005 in the Recorder of Deeds
of ▇▇▇▇▇▇▇▇▇▇▇▇ County, Pennsylvania at Instrument No. 200510130054254
(collectively, the "MORTGAGE") granting a mortgage lien to Mortgagee on that
certain property and improvements located thereon which is described on Exhibit
"A" thereto, in order to secure the payment of the principal of and interest on,
inter alia, the Loans; and
WHEREAS, Mortgagor and Mortgagee desire to amend the Mortgage to reflect,
among other things, the amendment of the Credit Agreement by that certain
Thirteenth Amendment to Loan Agreement dated the date hereof (the "AMENDMENT")
pursuant to which Mortgagee has agreed at Borrowers' request to temporarily
increase the aggregate principal amount of the Facility D Loans (as defined in
the Credit Agreement) to $13,000,000 through the issuance of the Overline
Facility D Note dated as of the date hereof from Borrowers to Mortgagee (the
"OVERLINE FACILITY D NOTE"). The Credit Agreement as amended by the Thirteenth
Amendment shall be referred to herein as the "AGREEMENT".
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. The definition of "Debt" contained in the fourth (4th) "Whereas" clause
of the Mortgage shall include in addition to all other items of "Debt" set forth
therein, all advances made by Mortgagee to Mortgagor under the Facility D Loan
(as increased by the Amendment), and the definition of "Note" or "Notes" shall
include, without limitation, the Overline Facility D Note.
2. The Mortgage as amended hereby is given for the purpose of securing the
Debt, as described above, and loan advances which Mortgagee may make to
Mortgagor pursuant and subject to the terms and provisions of the Agreement,
which Agreement is incorporated herein and made a part hereof by this reference.
The parties hereto intend that, in addition to any other obligations secured
hereby, the Mortgage as amended hereby shall secure unpaid balances of loan
advances made after this Modification of Mortgage is delivered to the Recorder
of Deeds
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of ▇▇▇▇▇▇▇▇▇▇▇▇ County, Pennsylvania for record, whether made pursuant to an
obligation of Mortgagee or otherwise.
3. All references in the Mortgage to "Agreement" shall refer to the
Agreement as described herein.
4. The recitals set forth above at the beginning of this Twelfth
Modification to Open-End Mortgage and Security Agreement are hereby fully
incorporated by reference.
5. Except as expressly amended hereby, all of the terms, provisions and
conditions of the Mortgage shall remain in full force and effect and shall be
applicable hereto and are incorporated herein by reference thereto and made a
part hereof.
IN WITNESS WHEREOF, the Mortgagor and the Mortgagee have executed this
Twelfth Modification of Mortgage as of the day and year first above written.
WITNESS: PROJECT DEVELOPMENT GROUP, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇, President
WITNESS: SKY BANK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Vice President
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