EXHIBIT-4.1d
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SIXTH MODIFICATION AND EXTENSION AGREEMENT
by and among
JOULE, INC.,
as the Borrower
and
JOULE MAINTENANCE CORPORATION,
JOULE TECHNICAL SERVICES, INC. and
JOULE TECHNICAL STAFFING, INC.,
collectively as the Corporate Guarantors
and
SUMMIT BANK
as the Lender
Dated: As of May 31, 1997
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SIXTH MODIFICATION AND EXTENSION AGREEMENT
THIS SIXTH MODIFICATION AND EXTENSION AGREEMENT (including all amendments,
modifications and supplements is hereinafter referred to as the "Sixth
Modification Agreement"), is made as of this 31st day of May, 1997, by and among
JOULE, INC., a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, having its principal executive
office located at ▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter
referred to as the "Borrower"),
AND
JOULE MAINTENANCE CORPORATION, a corporation duly organized, validly
existing and in good standing under the laws of the State of New Jersey, having
its principal executive office located at ▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ (hereinafter referred to as "Joule Maintenance Corporation"),
AND
JOULE TECHNICAL SERVICES, INC., as successor-in-interest pursuant to the
merger of JOULE ENGINEERING CORP., JOULE TEMPORARIES CORPORATION, JOULE
MAINTENANCE OF MARYLAND, INC., JOULE TECHNICAL CORPORATION, JOULE MAINTENANCE OF
GIBBSTOWN, INC., JOULE MAINTENANCE OF NEW YORK, INC. AND TIGER MAINTENANCE, a
corporation duly organized, validly existing and in good standing under the laws
of the State of New Jersey, having its principal executive office located at
▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as "Joule
Technical Services, Inc."),
AND
JOULE TECHNICAL STAFFING, INC., a corporation duly organized, validly
existing and in good standing under the laws of the State of New Jersey, having
its principal executive office located at ▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ (hereinafter referred to as "Joule Technical Staffing, Inc." and
hereinafter Joule Maintenance Corporation, Joule Technical Services, Inc. and
Joule Technical Staffing, Inc. shall be collectively be referred to as the
"Corporate Guarantors"),
AND
SUMMIT BANK, as successor-in-interest to UNITED JERSEY BANK, having an
office located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, being a banking
institution duly organized and validly existing under the laws of the State of
New Jersey (hereinafter referred to as the "Lender").
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W I T N E S S E T H:
WHEREAS, on or about February 20, 1991, the Borrower requested and the
Lender agreed to make a revolving credit loan in the aggregate principal amount
of up to Four Million and 00/100 ($4,000,000.00) Dollars for the purposes of (i)
refinancing certain of the Borrower's then existing indebtedness to First
Fidelity Bank, National Association and (ii) financing the general working
capital requirements of the Borrower (hereinafter referred to as the "Revolving
Credit Loan"), all as more fully provided for in that certain Loan and Security
Agreement dated February 20, 1991, executed by and between the Borrower and the
Lender (hereinafter referred to as the "Loan Agreement"); and
WHEREAS, the Revolving Credit Loan is evidenced by a certain Revolving Note
dated February 20, 1991, executed by the Borrower, as the maker, and delivered
to the Lender, as the payee, in the original aggregate principal amount of the
Revolving Credit Loan (hereinafter referred to as the "Revolving Note"); and
WHEREAS, pursuant to the Loan Agreement, the Borrower, Joule Maintenance
Corporation, Joule Maintenance of Gibbstown, Inc. (hereinafter referred to as
"Joule Maintenance of Gibbstown, Inc."), Joule Engineering Corp. (hereinafter
referred to as "Joule Engineering Corp."), Joule Engineering of California, Inc.
(hereinafter referred to as "Joule Engineering of California, Inc."), Joule
Technical Corporation (hereinafter referred to as "Joule Technical
Corporation"), Joule Temporaries Corporation (hereinafter referred to as "Joule
Temporaries Corporation"), Joule Maintenance of New York, Inc. (hereinafter
referred to as "Joule Maintenance of New York, Inc."), Joule Maintenance of
Maryland, Inc. (hereinafter referred to as "Joule Maintenance of Maryland,
Inc."), Joule Engineering of Pennsylvania, Inc. (hereinafter referred to as
"Joule Engineering of Pennsylvania, Inc."), Joule Constructors, Inc.
(hereinafter referred to as "Joule Constructors, Inc."), Joule Temporaries of
Edison, Inc. (hereinafter referred to as "Joule Temporaries of Edison, Inc."),
Joule Temporaries of Parsippany, Inc. (hereinafter referred to as "Joule
Temporaries of Parsippany, Inc."), Joule Operating Services, Inc. (hereinafter
referred to as "Joule Operating Services, Inc."), Tiger Maintenance, Inc.
(hereinafter referred to as "Tiger Maintenance, Inc.") and Joule Maintenance of
Bayonne, Inc. (hereinafter referred to as "Joule Maintenance of Bayonne, Inc."
and hereinafter Joule Maintenance Corporation, Joule Maintenance of Gibbstown,
Inc., Joule Engineering Corp., Joule Engineering of California, Inc., Joule
Technical Corporation, Joule Temporaries Corporation, Joule Maintenance of New
York, Inc., Joule Maintenance of Maryland, Inc., Joule Engineering of
Pennsylvania, Inc., Joule Constructors, Inc., Joule Temporaries of Edison, Inc.,
Joule Temporaries of Parsippany, Inc., Joule Operating Services, Inc., Tiger
Maintenance, Inc., and Joule Maintenance of Bayonne, Inc. shall be collectively
referred to as the "Original Corporate Guarantors") and granted to the Lender a
valid first lien security interest in and to certain Collateral, as more fully
and accurately described in the Loan Agreement; and
WHEREAS, as of February 20, 1991, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, as the guarantor
(hereinafter referred to as the "Individual Guarantor"), executed and delivered
to the Lender, as the lender, a certain Individual Guaranty, pursuant to which
the Individual Guarantor agreed to guaranty the full, prompt and unconditional
payment of when due of any and all present and future obligations or liabilities
of any kind of the Borrower owing to the Lender, including, without limitation,
repayment in full of the Revolving Credit Loan (hereinafter referred to as the
"Individual Guaranty"); and
WHEREAS, as of February 20, 1991, each Original Corporate Guarantor,
collectively as the guarantor, executed and delivered to the Lender, as the
lender, a separate Corporate Guaranty, pursuant to which each Original Corporate
Guarantor agreed to guaranty the full, prompt and unconditional payment of when
due of any and all present and future obligations or liabilities of any kind of
the Borrower owing to the Lender, including,
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without limitation, repayment in full of the Revolving Credit Loan (hereinafter
referred to as the "Corporate Guaranty"); and
WHEREAS, on January 17, 1991, the Borrower, as the assignor, delivered to
the Lender, as the assignee, a certain Assignment of Life Insurance Policy as
Collateral with respect to that certain life insurance policy no. ▇▇▇▇▇▇▇▇▇
issued by the Hartford Insurance Company upon the life of the Individual
Guarantor (hereinafter referred to as the "Assignment #1"), as collateral
security for the Borrower's obligations under the Loan Agreement; and
WHEREAS, on February 20, 1991, Joule Maintenance Corporation, as
successor-in-interest to Joule Maintenance Corp., as the assignor, executed and
delivered to the Lender, as the assignee, a certain Collateral Assignment of
Contract Proceeds with respect to that certain contract between Joule
Maintenance Corporation and the United States Government identified as Contract
No. DAHC21-85-C-0021 (hereinafter referred to as the "Assignment #2"), as
collateral security for the repayment of the liabilities and obligations of
Joule Maintenance Corporation to the Lender under the Loan Agreement and the
Corporate Guaranty; and
WHEREAS, on September 1, 1991, the Borrower, as the maker, executed and
delivered to the Lender, as the payee, a certain Promissory Note for the purpose
of extending the term of the Revolving Credit Loan from the then current
maturity date of "September 1, 1991", to a new maturity date of "January 15,
1992" (hereinafter referred to as the "Extension Agreement #1"); and
WHEREAS, on January 15, 1992, the Borrower, as the maker, executed and
delivered to the Lender, as the payee, a certain Master Advance Note for the
purpose of extending the term of the Revolving Credit Loan from the then current
maturity date of "January 15, 1992" to a new maturity date of "January 31, 1993"
(hereinafter referred to as the "Extension Agreement #2"); and
WHEREAS, on January 31, 1993, the Borrower, as the maker, executed and
delivered to the Lender, as the payee, a certain Master Advance Note for the
purpose of extending the term of the Revolving Credit Loan from the then current
maturity date of "January 31, 1993" to a new maturity date of "January 31, 1994"
(hereinafter referred to as the "Extension Agreement #3"); and
WHEREAS, on January 31, 1994, the Borrower, as the maker, executed and
delivered to the Lender, as the payee, a certain Master Advance Note for the
purpose of extending the term of the Revolving Credit Loan from the then current
maturity date of "January 31, 1994" to a new maturity date of "March 31, 1994"
(hereinafter referred to as the "Extension Agreement #4"); and
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WHEREAS, on March 31, 1994, the Borrower, the Original Corporate
Guarantors, the Individual Guarantor and the Lender entered into a certain First
Modification and Extension Agreement for the purposes of (i) in Article I,
Section 1.1 of the Loan Agreement, extending the Termination Date of the
Revolving Note from the then current Termination Date of "March 31, 1994" to a
new Termination Date of "January 31, 1995"; (ii) amending and modifying the
Lender's address from the old address of "630 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇" to "4365 ▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇"; (iii)
providing for a mutual waiver of jury trial; and (iv) providing for semi-annual
audits of Collateral (hereinafter referred to as the "First Modification
Agreement"); and
WHEREAS, on March 31, 1994, the Borrower, as the maker, executed and
delivered to the Lender, as the payee, a certain First Allonge to $4,000,000.00
Revolving Note for the purposes of (i) extending the maturity date of the
Revolving Note from the then current maturity date of "March 31, 1994" to a new
maturity date of "January 31, 1995" and (ii) amending and modifying the Lender's
address from the old address of "630 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇" to "4365 ▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇" (hereinafter
referred to as the "First Allonge"); and
WHEREAS, Joule Engineering of California, Inc., Joule Engineering of
Pennsylvania, Inc., Joule Constructors, Inc., Joule Temporaries of Edison, Inc.,
Joule Temporaries of Parsippany, Inc. and Joule Operating Services, Inc. each
had their respective charters revoked and are no longer doing business; and
WHEREAS, as of January 31, 1995, the Borrower, the Original Corporate
Guarantors, the Individual Guarantor and the Lender entered into a certain
Second Modification and Extension Agreement (hereinafter referred to as the
"Second Modification Agreement") for the purposes of (i) in Article I, Section
1.1 of the Loan Agreement, extending the Termination Date of the Revolving Note
from the then current Termination Date of "January 31, 1995" to a new
Termination Date of "January 31, 1996"; (ii) in Article II, Section 2.4 of the
Loan Agreement, decreasing the interest rate from the existing interest rate of
"Base Rate plus one and one-half percent (1.5%) per annum" to a new interest
rate of "Base Rate plus one percent (1.0%) per annum"; (iii) amending and
modifying the Lender's audits of Collateral from semi-annual audits of
Collateral to annual audits of Collateral; and (iv) amending and modifying the
Lender's name from the existing name of "United Jersey Bank/Central, N.A." to
the new name of "United Jersey Bank"; and
WHEREAS, as of January 31, 1995, the Borrower, as the maker, executed and
delivered to the Lender, as the payee, a certain Second Allonge to $4,000,000.00
Revolving Note for the purposes of (i) extending the maturity date of the
Revolving Note from the then current maturity date "January 31, 1995" to a new
maturity date of "January 31, 1996"; (ii) decreasing the interest rate from the
existing interest rate of "Base Rate plus one and one-half percent (1.5%) per
annum" to the new interest rate of "Base Rate plus one percent (1.0%) per
annum"; and (iii) amending and modifying the name of the Lender from the
Lender's existing name of "United Jersey Bank/Central, N.A." to the Lender's new
name of "United Jersey Bank" (hereinafter referred to as the "Second Allonge");
and
4
WHEREAS, on August 23, 1995, the Borrower, the Original Corporate
Guarantors and the Lender entered into a certain Third Modification and
Extension Agreement (hereinafter referred to as the "Third Modification
Agreement") for the purposes of (i) in Article I, Section 1.1 of the Loan
Agreement, increasing the original aggregate principal amount of the Revolving
Credit Loan from the existing aggregate principal amount of "$4,000,000.00" to
the new increased aggregate principal amount of "$4,500,000.00"; (ii) in Article
I, Section 1.1 of the Loan Agreement, extending the Termination Date of the
Revolving Note from the then current Termination Date of "January 31, 1996" to a
new Termination Date of "May 31, 1996"; (iii) in Article II, Section 2.2 of the
Loan Agreement, providing for the issuance of Letters of Credit; (iv) providing
for a new section of the Loan Agreement, Section 5.23, which provides for the
Borrower's Maximum Debt to Tangible Net Worth Ratio of 2.0 -to- 1.0; (v) in
Article V of the Loan Agreement, providing for a new section, Section 5.24,
which provides for the Borrower's Maximum Debt Service Coverage Ratio of 1.5
-to- 1.0; (vi) providing for a release of the Individual Guarantor from the
Individual Guaranty; and (vii) amending and modifying the Lender's address from
the existing address of "4365 ▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇" to a
new address of "Raritan ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇";
and
WHEREAS, on August 23, 1995, the Borrower, as the maker, executed and
delivered to the Lender, as the payee, a certain Third Allonge to $4,000,000.00
Revolving Note for the purposes of (i) increasing the original aggregate
principal amount of the Revolving Credit Loan from the existing aggregate
principal amount of "$4,000,000.00" to a new increased aggregate principal
amount of "4,500,000.00"; (ii) extending the maturity date of the Revolving Note
from the then current maturity date of "January 31, 1996" to a new maturity date
of "May 31, 1996"; and (iii) amending and modifying the Lender's address from
the existing address of "4365 ▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇" to a
new address of "Raritan ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇"
(hereinafter referred to as the "Third Allonge"); and
WHEREAS, Joule Maintenance Corp. and Joule Maintenance of Bayonne, Inc.
were merged and consolidated and Joule Maintenance Corporation is the
successor-in-interest to both companies; and
WHEREAS, on February 6, 1996, the Borrower, the Original Corporate
Guarantors and the Lender entered into a certain Fourth Modification and
Extension Agreement (hereinafter referred to as the "Fourth Modification
Agreement") for the purposes of (i) in Article I, Section 1.1 of the Loan
Agreement, providing for the definition of "Borrowing"; (ii) in Article I,
Section 1.1 of the Loan Agreement, providing for the definition of "Eurodollar
Affiliate"; (iii) in Article I, Section 1.1 of the Loan Agreement, providing for
the definition of "Eurodollar Interest Period"; (iv) in Article I, Section 1.1
of the Loan Agreement, providing for the definition of "Eurodollar Interest
Payment Date"; (v) in Article I, Section 1.1 of the Loan Agreement, providing
for the definition of "Eurodollar Interest Rate Determination Date"; (vi) in
Article I, Section 1.1 of the Loan Agreement, providing for the definition of
"Eurodollar Portion"; (vii) in Article I, Section 1.1 of the Loan Agreement,
providing for the definition of "Eurodollar Rate"; (viii) in Article I, Section
1.1 of the Loan Agreement, providing of the definition of "Eurodollar Rate
Loans"; (ix) in Article I, Section 1.1 of the Loan Agreement, providing for the
definition of "Eurodollar Rate Taxes"; (x) in Article I, Section 1.1 of the Loan
Agreement, providing for the definition of "Eurodollar Reserve Percentage"; (xi)
in Article I, Section 1.1 of the Loan
5
Agreement, providing for the definition of "Funding Segment"; (xii) in Article
II, Section 2.4 of the Loan Agreement, deleting the existing Section 2.4 and
inserting a new Section 2.4 which provides that the Borrower may select an
interest rate from the interest rate options between either (1) the Base Rate
option or (2) the Eurodollar Rate Option; (xiii) in a new section of Article II
of the Loan Agreement, Section 2.11, providing for the Borrower's payment of an
unused commitment fee; and (xiv) in a new section of Article II of the Loan
Agreement, Section 2.12, providing for the special provisions governing
Eurodollar Rate Loans; and
WHEREAS, on February 6, 1996, the Borrower, as the maker, executed and
delivered to the Lender, as the payee, a certain Fourth Allonge to $4,000,000.00
Revolving Note for the purpose of deleting the existing Paragraph 2 of the
Revolving Note and inserting a new Paragraph 2 which provides that the interest
rate to be charged on the outstanding aggregate principal amount of the Loan
shall be set forth in Article II, Section 2.4 of the Loan Agreement (hereinafter
referred to as the "Fourth Allonge"); and
WHEREAS, as of May 31, 1996, the Borrower, as the maker, executed and
delivered to the Lender, as the payee, a certain Fifth Allonge to $4,000,000.00
Revolving Note for the purpose of extending the maturity date of the Revolving
Note from the then existing maturity date of "May 31, 1996" to a new maturity
date of "May 31, 1997" (hereinafter referred to as the "Fifth Allonge"); and
WHEREAS, as of May 31, 1996, the Borrower, the Original Corporate
Guarantors and the Lender entered into a certain Fifth Modification and
Extension Agreement (hereinafter referred to as the "Fifth Modification
Agreement") for the purpose of in Article I, Section 1.1 of the Loan Agreement,
extending the Termination Date of the Revolving Note from the then existing
Termination Date of "May 31,1996" to a new Termination Date of "May 31, 1997";
and
WHEREAS, pursuant to a certain Certificate of Merger from the Office of the
Secretary of State of the State of New Jersey dated February 3, 1997, Joule
Engineering Corp. was merged with Joule Technical Services, Inc.; and
WHEREAS, pursuant to a certain Certificate of Merger from the Office of the
Secretary of State of the State of New Jersey dated February 3, 1997, Joule
Temporaries Corporation was merged with Joule Technical Services, Inc.; and
WHEREAS, pursuant to a Certain Certificate of Merger from the Office of the
Secretary of State of the State of New Jersey dated February 3, 1997, Joule
Maintenance of Maryland, Inc. was merged with Joule Technical Services, Inc.;
and
WHEREAS, pursuant to a Certain Certificate of Merger from the Office of the
Secretary of State of the State of New Jersey dated February 3, 1997, Joule
Technical Corporation was merged with Joule Technical Services, Inc.; and
WHEREAS, pursuant to a Certain Certificate of Merger from the Office of the
Secretary of State of the State of New Jersey dated February 3, 1997, Joule
Maintenance of Gibbstown, Inc. was merged with Joule Technical Services, Inc.;
and
6
WHEREAS, pursuant to a Certain Certificate of Merger from the Office of the
Secretary of State of the State of New Jersey dated _________, 1997, Joule
Maintenance of New York, Inc. was merged with Joule Technical Services, Inc.;
and
WHEREAS, Tiger Maintenance is no longer doing business and has had its
charter revoked; and
WHEREAS, as of even date herewith, the Borrower as the maker, has executed
and delivered to the Lender, as the payee, a certain Sixth Allonge to
$4,000,000.00 Revolving Note for the purposes of (i) extending the maturity date
of the Revolving Note from the existing maturity date of "May 31, 1997" to a new
maturity date of "May 31, 1998" and (ii) amending and modifying the Lender's
address from the existing address of "Raritan ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇" to a new address of "210 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇" (hereinafter referred to as the "Sixth Allonge"); and
WHEREAS, as of even date herewith, the Borrower, the Corporate Guarantors
and the Lender have agreed to enter into this Sixth Modification Agreement for
the purposes of (i) in Article I, Section 1.1 of the Loan Agreement, deleting
the existing definition of "Corporate Guarantors" and inserting a new definition
of "Corporate Guarantors" in its place and stead; (ii) in Article I, Section 1.1
of the Loan Agreement, extending the Termination Date of the Revolving Note from
the existing Termination Date of "May 31, 1997" to a new Termination Date of
"May 31,1998"; (iii) in Article V, Section 5.8(d) of the Loan Agreement
providing for the consolidated balance sheet of the Obligors; (iv) in the Loan
Agreement, amending and modifying the Lender's address from the existing address
of "Raritan ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇" to a new
address of "210 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇"; (v) in the "Loan
Documents" (as such term is hereinafter defined), providing that any and all
references to the "Corporate Guarantors" shall be deemed to refer to the
Corporate Guarantors; (vi) in the Loan Documents, deleting any and all
references to the existing maturity date of "May 31, 1997" and inserting a new
maturity date of "May 31, 1998" in its place and stead and (vii) in the Loan
Documents, amending and modifying the Lender's address from the existing address
of "Raritan ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇" to a new
address of "210 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇"; and
WHEREAS, all words and terms not defined herein shall have the meaning as
contained in the Loan Agreement, as amended and modified up through and
including the Fifth Modification Agreement; and
WHEREAS, the aforesaid Revolving Note, the Loan Agreement, the Corporate
Guaranty, the Assignment #1, the Assignment #2, the Extension Agreement #1, the
Extension Agreement #2, the Extension Agreement #3, the Extension Agreement #4,
the First Allonge, the First Modification Agreement, the Second Allonge, the
Second Modification Agreement, the Third Allonge, the Third Modification
Agreement, the Fourth Allonge, the Fourth Modification Agreement, the Fifth
Allonge, the Fifth Modification Agreement and any and all of the documents,
agreements, certificates and instruments executed in connection herewith shall
be hereinafter collectively referred to as the "Loan Documents"; and
7
NOW, THEREFORE, in consideration of these premises and the mutual
representations, covenants and agreements of the Borrower, the Corporate
Guarantors and the Lender, each party binding itself and its successors and
assigns, does hereby promise, covenant and agree as follows:
1. There is, as of May 13, 1997, presently due and owing on the Revolving
Note the principal sum $2,300,000.00, without defense, offset or counterclaim,
all of which are hereby expressly waived by the Borrower and the Corporate
Guarantors as of the date hereof. The foregoing principal balance is allocated
as follows: (a) $2,300,000.00 for outstanding Advances of direct loans under the
Note and (b) $-0- for Letters of Credit.
2. By execution hereof, the Borrower and the Corporate Guarantors
acknowledge and agree that the Lender's consent to enter into this Sixth
Modification Agreement is contingent upon the following:
(a) the payment by the Borrower of all costs, expenses and fees of the
transaction contemplated by this Sixth Modification Agreement, including,
but not limited to (i) all search costs and expenses, (ii) all fees and
expenses of the Lender's attorneys and (iii) all accrued and unpaid
interest up to and including the date hereof; and
(b) the continued delivery by the Borrower to the Lender of copies of
all valid insurance certificates with respect to worker's compensation,
general liability, umbrella liability and other insurance required pursuant
to the Loan Agreement, as previously amended and modified, all of which
name the Lender as lender and/or loss payee with respect to Accounts
Receivable, Inventory, Equipment and other corporate assets.
3. To the best of the Borrower's and each Corporate Guarantor's knowledge,
the Borrower and each Corporate Guarantor represent that the liens on the
Collateral granted to the Lender under the Loan Agreement, as amended and
modified up through and including this Sixth Modification Agreement, continue to
be valid and enforceable first lien on the Collateral.
4. The Loan Agreement, as previously amended and modified, is hereby
further amended and modified, as follows:
(a) Article I, Section 1.1 of the Loan Agreement shall be amended and
modified as follows:
(i) Subsection (o) shall be deleted in its entirety and the
following new subsection (o) shall be inserted in its place and stead:
"(o) "Corporate Guarantors" shall mean each subsidiary of
the Borrower now or hereafter existing, including, without
limitation (i) Joule Maintenance Corporation, a corporation
duly organized, validly existing and in good standing under
the laws of the State of New Jersey, having its principal
executive office located at ▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Joule Technical Services, Inc., a
corporation duly organized, validly existing and in
8
good standing under the laws of the State of New Jersey,
having its principal executive office located at ▇▇▇▇ ▇▇▇▇▇
▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ and (iii) Joule Technical
Staffing, Inc., a corporation duly organized, validly
existing and in good standing under the laws of the State of
New Jersey, having its principal executive offices located
at ▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇."
(ii) Subsection (ll) shall be amended and modified by deleting
the existing Termination Date of "May 31,1997" and inserting a new
Termination Date of "May 31, 1998" in its place and stead.
(b) Article V, Section 5.8(d) shall be amended and modified by
inserting after the existing phrase: "fiscal year) a" the following new
term: "consolidated".
(c) Any and all references to the Lender's existing address of
"Raritan ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇" shall be
deleted and a reference to the new address of "210 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇" shall be inserted in its place and stead.
5. The Loan Documents, as previously amended and modified, are hereby
further amended and modified as follows:
(a) Any and all references to "Joule Maintenance of Gibbstown, Inc.",
"Joule Engineering Corp.", "Joule Technical Corporation", Joule Temporaries
Corporation", "Joule Maintenance of New York, Inc.", "Joule Maintenance of
Maryland, Inc." and/or "Tiger Maintenance, Inc." shall be deemed to refer
to "Joule Technical Services, Inc." and "Joule Technical Staffing, Inc." in
their place and stead.
(b) Any and all references to the existing maturity date of "May 31,
1997" shall be deleted and a new maturity date of "May 31, 1998" shall be
inserted in its place and stead.
(c) Any and all references to the Lender's existing address of
"Raritan ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇" shall be
deleted and a reference to the new address of "210 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇" shall be inserted in its place and stead.
6. To the best of the Borrower's and each of the Corporate Guarantors'
knowledge, all representations and warranties contained in the Loan Documents,
as amended and modified through this Sixth Modification Agreement are true,
accurate and complete as of the date hereof and shall be deemed continuing
representations and warranties so long as the Revolving Credit Loan shall remain
outstanding.
7. The Borrower, Joule Maintenance Corporation and Joule Technical
Services, Inc. expressly confirm and affirm that the addition of Joule Technical
Staffing, Inc. to the Corporate Guaranty does not affect the enforceability and
validity of the Corporate Guaranty with respect to
9
Joule Maintenance Corporation and Joule Technical Services, Inc., and the
Corporate Guaranty remains in full force and effect as a continuing guaranty of
the full, prompt and unconditional payment of all present and future obligations
and/or liabilities of any kind of the Borrower due and owing to the Lender,
including, without limitation, the repayment in full of the Revolving Credit
Loan
8. All other terms and conditions of the Loan Documents, as amended and
modified through this Sixth Modification Agreement remain in full force and
effect, except as amended and modified herein, and the parties hereto hereby
expressly confirm and reaffirm all of their respective liabilities, obligations,
duties and responsibilities under and pursuant to said Loan Documents,
including, without limitation, the obligations of the Corporate Guarantors under
the Corporate Guaranty, as amended and modified by this Sixth Modification
Agreement.
9. It is the intention of the parties hereto that this Sixth Modification
Agreement shall not constitute a novation and shall in no way adversely affect
or impair the lien priority of the Loan Documents. In the event this Sixth
Modification Agreement, or any portion to affect the lien priority of the Loan
Documents, then to the extent such instrument creates a charge upon the Loan
Documents in excess of that contemplated and permitted thereby, and to the
extent third parties acquiring an interest in the Loan Documents between the
time of recording of the Loan Documents and the recording of this Sixth
Modification Agreement are prejudiced hereby, if any, this Sixth Modification
Agreement shall be void and of no force and effect; provided, however, that
notwithstanding the foregoing, the parties hereto, as between themselves, shall
be bound by all terms and conditions hereof until all indebtedness evidenced by
the Revolving Note shall have been paid in full and the Revolving Credit Loan
terminated.
10. The Borrower and the Corporate Guarantors do hereby:
(a) ratify, confirm and acknowledge that, as amended and modified
hereby, the Loan Documents continue to be valid, binding and in full force
and effect;
(b) covenant and agree to perform all of their respective obligations
contained in the Loan Documents, as amended and modified hereby;
(c) represent and warrant that, after giving effect to the
transactions contemplated by this Sixth Modification Agreement, no "Event
of Default" (as such term is defined in the Loan Agreement), exists or will
exist upon the delivery of notice, passage of time, or both;
(d) acknowledge and agree that nothing contained herein and no actions
taken pursuant to the terms hereof are intended to constitute a novation of
the Revolving Note and the Revolving Credit Loan, or any waiver of the
other Loan Documents, and do not constitute a release, termination or
waiver of any of the liens, security interests or rights or remedies
granted to the Lender under the Loan Documents, all of which liens,
security interests, rights or remedies are hereby ratified, confirmed and
continued as security for the Revolving Credit Loan, as amended and
modified hereby; and
10
(e) acknowledge and agree that the failure by the Borrower and/or the
Corporate Guarantors to comply with or perform any of their respective
covenants, agreements or obligations contained herein shall constitute an
Event of Default under the Loan Agreement.
IN WITNESS WHEREOF, the parties have caused this Sixth Modification
Agreement to be duly executed, sealed and attested and/or witnessed, as
appropriated, and delivered, all as of the day and year first above written.
[SEAL] JOULE, INC.
ATTEST:
_____________________________ By: ___________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Secretary President
[SEAL] JOULE MAINTENANCE CORPORATION
ATTEST:
_____________________________ By: ___________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Secretary President
[SEAL] JOULE TECHNICAL
ATTEST: SERVICES, INC.
_____________________________ By: ___________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Secretary President
[SEAL] JOULE TECHNICAL
ATTEST: STAFFING, INC.
_____________________________ By: ___________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Secretary President
11
SUMMIT BANK, as successor-in-
interest to UNITED JERSEY
BANK
By: ___________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President
▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ :
: ss.
COUNTY OF MIDDLESEX :
BE IT REMEMBERED, that on this ____ day of June, 1997, before me, the
subscriber, an officer duly authorized pursuant to N.J.S.A. 46:14-6 to take
acknowledgments for use in the State of New Jersey, personally appeared ▇▇▇▇▇▇
▇▇▇▇▇▇▇, who, I am satisfied is the person who executed the within Instrument,
as the Vice President of Summit Bank, the corporation named therein, and I
having first made know to him the contents thereof, he did thereupon acknowledge
that the said Instrument made by the said corporation and sealed with its
corporate seal and delivered by him as such officer, is the voluntary act and
deed of said corporation, made by virtue of authority from its Board of
Directors, for the uses and purposes therein expressed.
________________________________________
Notary Public of the State of New Jersey
STATE OF NEW JERSEY :
: ss.
COUNTY OF ▇▇▇▇▇▇ :
BE IT REMEMBERED, that on this ____ day of June, 1997, before me, the
subscriber, an officer duly authorized pursuant to N.J.S.A. 46:14-6 to take
acknowledgments for use in the State of New Jersey, personally appeared ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇, who, I am satisfied is the person who executed the within
Instrument, as the President of Joule, Inc., Joule Maintenance Corporation,
Joule Technical Services, Inc. and Joule Technical Staffing, Inc., the
corporations named therein, and I having first made know to him the contents
thereof, he did thereupon acknowledge that the said Instrument made by said
corporations and sealed with their corporate seals and delivered by him as such
officer, is the voluntary act and deed of said corporations, made by virtue of
authority from their respective Boards of Directors, for the uses and purposes
therein expressed.
________________________________________
Notary Public of the State of New Jersey
13
SIXTH ALLONGE TO
$4,000,000.00 REVOLVING NOTE
DATED FEBRUARY 20, 1991
THIS SIXTH ALLONGE (hereinafter referred to as the "Sixth Allonge") is made
as of this 31st day of May, 1997, by and between
JOULE, INC., having its principal executive offices located at ▇▇▇▇ ▇▇▇▇▇ ▇
▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, being a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware
(hereinafter referred to as the "Undersigned"),
AND
SUMMIT BANK, as successor-in-interest to UNITED JERSEY BANK, having an
office located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, being a banking
corporation duly organized and validly existing under the laws of the State of
New Jersey (hereinafter referred to as the "Lender").
BACKGROUND
A. On February 20, 1991, the Lender extended to the Undersigned a revolving
credit loan in the original aggregate principal amount of up to $4,000,000.00
(hereinafter referred to as the "Loan"), pursuant to the terms and conditions of
that certain Loan and Security Agreement dated February 20, 1991, executed by
and between the Undersigned and the Lender (hereinafter referred to as the "Loan
Agreement").
B. On February 20, 1991, the Undersigned, as the maker, executed and
delivered to the Lender, as the payee, a certain Revolving Note in the original
aggregate principal amount of the Loan (hereinafter referred to as the "Note").
C. On September 1, 1991, the Borrower, as the maker, executed and delivered
to the Lender, as the payee, a certain Promissory Note for the purpose of
extending the term of the Loan from the then current maturity date of "September
1, 1991" to a new maturity date of "January 15, 1992" (hereinafter referred to
as the "Extension Agreement #1").
D. On January 15, 1992, the Borrower, as the maker, executed and delivered
to the Lender, as the payee, a certain Master Advance Note for the purpose of
extending the term of the Loan from the then current maturity date of "January
15, 1992" to a new maturity date of "January 31, 1993" (hereinafter referred to
as the "Extension Agreement #2").
E. On January 31, 1993, the Borrower, as the maker, executed and delivered
to the Lender, as the payee, a certain Master Advance Note for the purpose of
extending the term of the Loan from the then current maturity date of "January
31, 1993" to a new maturity date of "January 31, 1994" (hereinafter referred to
as the "Extension Agreement #3").
F. On January 31, 1994, the Borrower, as the maker, executed and delivered
to the Lender, as the payee, a certain Master Advance Note for the purpose of
extending the term of the
Loan from the then current maturity date of "January 31, 1994" to a new maturity
date of "March 31, 1994" (hereinafter referred to as the "Extension Agreement
#4").
G. As of March 31, 1994, pursuant to a certain First Modification and
Extension Agreement (hereinafter referred to as the "First Modification
Agreement"), executed by and among, inter alia, the Undersigned and the Lender,
the parties agreed, among other things (i) to extend the maturity date of the
Loan from the then current maturity date of "March 31, 1994" to a new maturity
date of "January 31, 1995" and (ii) to amend and modify the Lender's address
from the existing address of "630 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇" to a new address of "4365 ▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇".
H. As of March 31, 1994, pursuant to the terms of a certain First Allonge
to $4,000,000.00 Revolving Note (hereinafter referred to as the "First
Allonge"), executed by the Undersigned, as the maker, and delivered to the
Lender, as the payee, the Undersigned and the Lender agreed to amend and modify
the terms of the Note, as previously amended and modified, for the purposes of
(i) extending the term of the Loan from the then current maturity date of "March
21, 1994" to the new maturity date of "January 31, 1995" and (ii) amending and
modifying the Lender's address from the existing address of "630 ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇" to a new address of "4365 ▇▇▇▇▇ ▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇".
I. As of January 31, 1995, pursuant to the terms of a certain Second
Modification and Extension Agreement (hereinafter referred to as the "Second
Modification Agreement"), executed by and among, inter alia, the Undersigned and
the Lender, the parties agreed, among other things (i) to extend the maturity
date of the Loan from the then current maturity date of "January 31, 1995" to a
new maturity date of "January 31, 1996"; (ii) to amend and modify the interest
rate on the aggregate principal amount of the Loan from the existing interest
rate of "Bank's Base Rate plus one and one-half percent (1.5%) on a floating
basis" to a new interest rate of "Bank's Base Rate plus one percent (1.0%) on a
floating basis"; (iii) to amend and modify the Lender's name from the existing
name of "United Jersey Bank/Central, N.A." to a new name of "United Jersey
Bank".
J. As of January 31, 1995, pursuant to the terms of a certain Second
Allonge to $4,000,000.00 Revolving Note (hereinafter referred to as the "Second
Allonge"), executed by the Undersigned, as the maker, and the Lender, as the
payee, the Undersigned and the Lender agreed to amend and modify the terms of
the Note, as previously amended and modified, for the purposes of (i) extending
the maturity date of the Loan from the then current maturity date of "January
31, 1995" to the new maturity date of "January 31, 1996"; (ii) amending and
modifying the interest rate charged on the outstanding aggregate principal
amount of the Loan from the existing interest rate of "Bank's Base Rate plus one
and one-half percent (1.5%) on a floating basis" to a new interest rate of
"Bank's Base Rate plus one percent (1.0%) on a floating basis"; and (iii)
amending and modifying the Lender's name from the existing name of "United
Jersey Bank/Central, N.A." to the new name of "United Jersey Bank".
K. As of August 25, 1994, pursuant to the terms of a certain Third
Modification and Extension Agreement (hereinafter referred to as the "Third
Modification Agreement"), executed by and among, inter alia, the Undersigned and
the Lender, the parties agreed, among other things (i) to amend and modify the
aggregate principal amount of the Loan from the existing principal amount of
"$4,000,000.00" to the new increased principal amount of "$4,500,000.00"; (ii)
to
-2-
extend the maturity date of the Loan from the then current maturity date of
"January 31, 1996" to a new maturity date of "May 31, 1996"; and (iii) to amend
and modify the Lender's address from the existing address of "4365 ▇▇▇▇▇ ▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇" to the Lender's new address of "Raritan
▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇".
L. As of August 23, 1995, pursuant to the terms of a certain Third Allonge
to $4,000,000.00 Revolving Note (hereinafter referred to as the "Third
Allonge"), executed by the Undersigned, as the maker, and delivered to the
Lender, as the payee, the Undersigned and the Lender agreed to amend and modify
the terms of the Note, as previously amended and modified, for the purposes of
(i) amending and modifying the aggregate principal among of "$4,000,000.00" to
the new increased principal amount of "$4,500,000.00"; (ii) to extend the
maturity date of the Loan from the then current maturity date of "January 31,
1996" to a new maturity date of "May 31, 1996"; and (iii) to amend and modify
the Lender's address from the existing address of "4365 ▇▇▇▇▇ ▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇" to the Lender's new address of "Raritan ▇▇▇▇▇ ▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇".
M. As of February 6, 1996, pursuant to the terms of a certain Fourth
Modification and Extension Agreement (hereinafter referred to as the "Fourth
Modification Agreement"), executed by and among, inter alia, the Undersigned and
the Lender, the parties agreed, among other things, to delete the existing
Paragraph 2 of the Note and to insert a new Paragraph 2 in its place and stead,
which provides that interest shall be due and payable as set forth in the Loan
Agreement, as previously amended and modified.
N. As of February 6, 1996, pursuant to the terms of a certain Fourth
Allonge to $4,000,000 Note (hereinafter referred to as the "Fourth Allonge"),
executed by the Undersigned, as the maker, and delivered to the Lender, as the
payee, the Undersigned and the Lender agreed to amend and modify the Note, as
previously amended and modified, for the purpose of deleting the existing
Paragraph 2 of the Note and inserting a new Paragraph 2 in its place and stead,
which provides that interest shall be due and payable as set forth in the Loan
Agreement, as previously amended and modified.
O. As of May 31, 1996, pursuant to the terms of a certain Fifth
Modification and Extension Agreement (hereinafter referred to as the "Fifth
Modification Agreement"), executed by and among, inter alia, the Undersigned and
the Lender, the parties agreed, among other things, to extend the maturity date
of the Loan from the then current maturity date of "May 31, 1996" to a new
maturity date of "May 31, 1997".
P. As of May 31, 1996, pursuant to the terms of a certain Fifth Allonge to
$4,000,000 Note (hereinafter referred to as the "Fifth Allonge"), executed by
the Undersigned, as the maker, and delivered to the Lender, as the payee, the
Undersigned and the Lender agreed to amend and modify the Note, as previously
amended and modified, for the purpose of extending the term of the term of the
Loan from the then current maturity date of "May 31, 1996" to a new maturity
date of "May 31, 1997".
Q. As of even date herewith, pursuant to a certain Sixth Modification and
Extension Agreement (hereinafter referred to as the "Sixth Modification
Agreement"), executed by and among, inter alia, the Undersigned and the Lender,
the parties agreed, among other things, (i) to
-3-
extend the maturity date of the Loan from the current maturity date of "May 31,
1997" to a new maturity date of "May 31, 1998" and (ii) to amend and modify the
Lender's address from the existing address of "Raritan ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇" to the Lender's new address of "210 ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇".
R. The Undersigned and the Lender now desire to further amend and modify
the terms of the Note, as previously amended and modified, to reflect the terms
and conditions of the Sixth Modification Agreement.
NOW, THEREFORE, in consideration of the mutual benefits inuring to the
Undersigned and the Lender and intending to be legally bound hereby, the Note,
as previously amended and modified, is hereby further amended and modified as
follows:
1. Maturity Date. Any and all references to the existing maturity date
of "May 31, 1997" shall be deleted and a new maturity date of "May 31,
1998" shall be inserted in its place and stead.
2. Lender's Address. Any and all references to the Lender's existing
address of "Raritan ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇"
shall be deleted and a reference to the new address of "210 ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇" shall be inserted in its place and stead.
3. Modification of Note. The Note, as amended and modified hereby, is
the "Note" as defined in the Loan Agreement, as previously amended and
modified by the Extension Agreement #1, the Extension Agreement #2, the
Extension Agreement #3, the Extension Agreement #4, the First Allonge, the
Second Allonge, the Third Allonge, the Fourth Allonge, the Fifth Allonge
and as further amended and modified by this Sixth Allonge. All other
provisions of the Note and of all other agreements and instruments executed
in connection therewith shall not be modified hereby, except as expressly
set forth herein, and this Sixth Allonge shall not be considered as a
waiver of any of the Lender's rights under the Note as heretofore existing
or as hereafter modified by this Sixth Allonge.
4. Construction. Any capitalized terms used in this Sixth Allonge not
otherwise defined herein shall have the meaning as set forth in the Sixth
Modification Agreement.
5. Single Instrument. The Undersigned hereby directs the Lender to
affix this Sixth Allonge to the Note, whereupon the Note, the Extension
Agreement #1, the Extension Agreement #2, the Extension Agreement #3, the
Extension Agreement #4, the First Allonge, the Second Allonge, the Third
Allonge, the Fourth Allonge, the Fifth Allonge and this Sixth Allonge will
become and constitute a single instrument.
IN WITNESS WHEREOF, the Lender and the Undersigned have executed this Sixth
Allonge under the seal on the date first above written.
UNDERSIGNED:
-4-
[SEAL]
ATTEST: JOULE, INC.
_____________________________ By: ___________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Secretary President
LENDER:
SUMMIT BANK, as successor-in-interest
to UNITED JERSEY BANK
By: ___________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President
-5-