EXHIBIT 4.1h
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TENTH AMENDMENT AND MODIFICATION 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 November 15, 1999
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TENTH AMENDMENT AND MODIFICATION AGREEMENT
THIS TENTH AMENDMENT AND MODIFICATION AGREEMENT (hereinafter referred to as
this "Tenth Modification Agreement"), is made as of the 15th day of November,
1999, 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 1245 Route 1 South, Edison, New Jersey 08837 (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 1245 Route 1 South, Edison, New Jersey
08837 (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
1245 Route 1 South, Edison, New Jersey 08837 (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 1245 Route 1 South, Edison, New Jersey
08837 (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 210 Main Street, Hackensack, New Jersey 07601, 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 as it may be from time to time
amended, modified, extended, renewed, refinanced and/or supplemented 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 as it may be from time to time amended,
modified, extended, renewed, refinanced and/or supplemented 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 as it may be from time to time amended,
modified, extended, renewed, refinanced and/or supplemented referred to as the
"Revolving Note"); and
WHEREAS, pursuant to the terms, conditions and provisions of 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")
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
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WHEREAS, as of February 20, 1991, Emanuel N. Logothetis, 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,
the repayment in full of the Revolving Credit Loan (hereinafter as it may be
from time to time amended, modified, extended, renewed, refinanced and/or
supplemented referred to as the "Individual Guaranty"); and
WHEREAS, as of February 20, 1991, each Original Corporate Guarantor, each
as a 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, without limitation, the repayment in full of the
Revolving Credit Loan (hereinafter as each may be from time to time amended,
modified, extended, renewed, refinanced and/or supplemented collectively
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. U01426631
issued by the Hartford Insurance Company upon the life of the Individual
Guarantor (hereinafter as it may be from time to time amended, modified,
extended, renewed, refinanced and/or supplemented 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 as it may be from time to time amended,
modified, extended, renewed, refinanced and/or supplemented 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 under 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 as it may be from time to time amended, modified, extended,
renewed, refinanced and/or supplemented 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
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maturity date of "January 31, 1993" (hereinafter as it may be from time to time
amended, modified, extended, renewed, refinanced and/or supplemented 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 as it may be from time to time amended, modified, extended,
renewed, refinanced and/or supplemented 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 as it may be from time to time amended, modified, extended,
renewed, refinanced and/or supplemented referred to as the "Extension Agreement
#4"); and
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 Franklin Boulevard, Somerset, New
Jersey 08875" to "4365 Route 1 South, Princeton, New Jersey 08540"; (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 Franklin Boulevard, Somerset, New Jersey
08875" to "4365 Route 1 South, Princeton, New Jersey 08540" (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
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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 then
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 then 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
then 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
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 then 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) in
Article V of the Loan Agreement, providing for a new section, 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 then existing address of "4365 Route 1 South,
Princeton, New Jersey 08540" to a new address of "Raritan Plaza II, Fieldcrest
Avenue, Edison, New Jersey 08837"; 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 then 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 then existing address of "4365 Route 1 South, Princeton, New Jersey 08540"
to a new address of "Raritan Plaza II,
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Fieldcrest Avenue, Edison, New Jersey 08837" (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 Agreement, providing for the definition of
"Funding Segment"; (xii) in Article II, Section 2.4 of the Loan Agreement,
deleting the then 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 Article II of the Loan Agreement, providing for a new section,
Section 2.11, which provides for the Borrower's payment of an unused commitment
fee; and (xiv) in Article II of the Loan Agreement, providing for a new section,
Section 2.12, which provides 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 then 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
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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., Joule Temporaries Corporation, Joule Maintenance of Maryland,
Inc., Joule Technical Corporation, Joule Maintenance of Gibbstown, Inc. and
Joule Maintenance of New York, Inc. were all merged with Joule Technical
Services, Inc.; and
WHEREAS, Tiger Maintenance is no longer doing business and its charter has
been revoked; and
WHEREAS, as of May 31, 1997, the Borrower, the Corporate Guarantors and the
Lender entered into a certain Sixth Modification and Extension Agreement
(hereinafter referred to as the "Sixth Modification Agreement"), for the
purposes of (i) in Article I, Section 1.1 of the Loan Agreement, deleting the
then 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 then 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
then existing address of "Raritan Plaza II, Fieldcrest Avenue, Edison, New
Jersey 08837" to a new address of "210 Main Street, Hackensack, New Jersey
07601"; (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 then existing maturity date of "May 31,
1997" and inserting a new maturity date of "May 31, 1998" in their place and
stead and (vii) in the Loan Documents, amending and modifying the Lender's
address from the then existing address of "Raritan Plaza II, Fieldcrest Avenue,
Edison, New Jersey 08837" to a new address of "210 Main Street, Hackensack, New
Jersey 07601"; and
WHEREAS, as of May 31, 1997, the Borrower as the maker, 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 then 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 then existing address of "Raritan Plaza II, Fieldcrest Avenue,
Edison, New Jersey 08837" to a new address of "210 Main Street, Hackensack, New
Jersey 07601" (hereinafter referred to as the "Sixth Allonge"); and
WHEREAS, as of May 31, 1998, the Borrower, as the maker, has executed and
delivered to the Lender, as the payee, a certain Seventh Allonge to
$4,000,000.00 Revolving Note Dated February 21, 1991 for the purposes of (i)
extending the maturity date of the Revolving Note from
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the then existing maturity date of "May 31, 1998" to a new maturity date of "May
31, 1999" (hereinafter referred to as the "Seventh Allonge"); and
WHEREAS, as of May 31, 1998, the Borrower, the Corporate Guarantors and the
Lender entered into a certain Seventh Amendment and Modification Agreement
(hereinafter referred to as the "Seventh Modification Agreement") for the
purposes of (i) in Article I, Section 1.1 of the Loan Agreement, amending and
modifying the definition of "Loan Documents" to provide for the Extension
Agreement #1, the Extension Agreement #2, the Extension Agreement #3, the
Extension Agreement #4, the First Modification Agreement, the First Allonge, the
Second Modification, the Second Allonge, the Third Modification Agreement, the
Third Allonge, the Fourth Modification Agreement, the Fourth Allonge, the Fifth
Modification Agreement, the Fifth Allonge, the Sixth Modification Agreement, the
Sixth Allonge, the Seventh Allonge and the Seventh Modification Agreement; (ii)
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, 1998"
to a new Termination Date of "May 31, 1999"; (iii) in Article I, Section 1.1 of
the Loan Agreement, providing for the new definitions of: "Extension Agreement
#1", "Extension Agreement #2", "Extension Agreement #3", "Extension Agreement
#4", "First Modification Agreement", "First Allonge", "Second Modification",
"Second Allonge", "Third Modification Agreement", "Third Allonge", "Fourth
Modification Agreement", "Fourth Allonge", "Fifth Modification Agreement",
"Fifth Allonge", "Sixth Modification Agreement", "Sixth Allonge", "Seventh
Allonge" and "Seventh Modification Agreement"; (iv) in Article II, Section 2.4
of the Loan Agreement, amending and modifying the interest rate options from the
then existing interest rate options of (a) Base Rate or (b) two and one-quarter
percent (2.25%) over the Eurodollar Rate to the new interest rate options of (1)
Base Rate minus one quarter percent (0.25%) or (2) one and one-half percent
(1.5%) over the Eurodollar Rate; (v) in Article II, Section 2.11 of the Loan
Agreement, deleting the unused commitment fee; (vi) in the Loan Documents,
deleting any and all references to the then existing maturity date of "May 31,
1998" and inserting a new maturity date of "May 31, 1999" in their place and
stead; (vii) in Article V of the Loan Agreement, providing for a new Section
5.23 with respect to the year 2000; (viii) in the Loan Documents, providing that
any and all references to the "Revolving Note" shall be deemed to refer to the
Revolving Note as amended and modified up through and including the Seventh
Allonge; and (ix) in the Loan Documents, providing that any and all references
to the "Loan Agreement" shall be deemed to refer to the Loan Agreement as
amended and modified up through and including the Seventh Modification
Agreement; and
WHEREAS, on February 5, 1999, the Borrower, as the maker, executed and
delivered to the Lender, as the payee, a certain Eighth Allonge to $4,000,000.00
Revolving Note Dated February 21, 1991 for the purposes of (i) amending and
modifying the aggregate principal amount of the Revolving Credit Loan from the
then existing aggregate principal amount of "$4,500,000.00" to a new, increased
aggregate principal amount of "$6,000,000.00"; (ii) extending the maturity date
of the Revolving Note from the then existing maturity date of "May 31, 1999" to
a new maturity date of "May 31, 2000"; and (iii) in Paragraph 5 of the Revolving
Note, deleting the then existing Paragraph 5 and inserting a new Paragraph 5 in
its place and stead (hereinafter referred to as the "Eighth Allonge"); and
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WHEREAS, on February 5, 1999, the Borrower, the Corporate Guarantors and
the Lender entered into a certain Eighth Amendment and Modification Agreement
(hereinafter referred to as the "Eighth Modification Agreement") for the
purposes of (i) in Article I, Section 1.1 of the Loan Agreement, increasing the
Commitment amount of the Revolving Credit Loan from the then existing Commitment
amount of "$4,500,000.00" to a new, increased Commitment amount of
"$6,000,000.00"; (ii) in Article I, Section 1.1 of the Loan Agreement, amending
and modifying the definition of "Loan Documents" to provide for the Eighth
Allonge and the Eighth Modification Agreement; (iii) 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, 1999" to a new Termination Date
of "May 31, 2000"; (iv) in Article I, Section 1.1 of the Loan Agreement,
providing for the new definitions of "Eighth Allonge" and "Eighth Modification
Agreement"; (v) in the Loan Documents, deleting any and all references to the
then existing Termination Date / maturity date of "May 31, 1999" and inserting a
new Termination Date / maturity date of "May 31, 2000" in their place and stead;
(vi) in the Loan Documents, providing that any and all references to the
"Revolving Note" shall be deemed to refer to the Revolving Note as amended and
modified up through and including the Eighth Allonge; and (vii) in the Loan
Documents, providing that any and all references to the "Loan Agreement" shall
be deemed to refer to the Loan Agreement as amended and modified up through and
including the Eighth Modification Agreement; and
WHEREAS, as of May 10, 1999, the Borrower, as the maker, executed and
delivered to the Lender, as the payee, a certain Ninth Allonge to $4,000,000.00
Revolving Note Dated February 21, 1991 for the purposes of amending and
modifying the aggregate principal amount of the Revolving Credit Loan from the
then existing aggregate principal amount of "$6,000,000.00" to a new, increased
aggregate principal amount of "$8,500,000.00" (hereinafter referred to as the
"Ninth Allonge"); and
WHEREAS, as of May 10, 1999, the Borrower, the Corporate Guarantors and the
Lender entered into a certain Ninth Amendment and Modification Agreement
(hereinafter referred to as the "Ninth Modification Agreement"), for the
purposes of (i) in Article I, Section 1.1 of the Loan Agreement, increasing the
Commitment amount of the Revolving Credit Loan from the then existing Commitment
amount of "$6,000,000.00" to a new, increased Commitment amount of
"$8,500,000.00"; (ii) in Article I, Section 1.1 of the Loan Agreement, amending
and modifying the definition of "Loan Documents" to provide for the Ninth
Allonge and the Ninth Modification Agreement; (iii) in Article I, Section 1.1 of
the Loan Agreement, providing for the new definitions of "Ninth Allonge" and
"Ninth Modification Agreement"; (iv) in the Loan Documents, providing that any
and all references to the "Revolving Note" shall be deemed to refer to the
Revolving Note as amended and modified up through and including the Ninth
Allonge; and (v) in the Loan Documents, providing that any and all references to
the "Loan Agreement" shall be deemed to refer to the Loan Agreement as amended
and modified up through and including the Ninth Modification Agreement; and
WHEREAS, as of even date herewith, the Borrower, as the maker, has executed
and delivered to the Lender, as the payee, a certain Tenth Allonge to
$4,000,000.00 Revolving Note Dated February 21, 1991 for the purposes of
amending and modifying the aggregate principal
9
<PAGE>
amount of the Revolving Credit Loan from the existing aggregate principal amount
of "$8,500,000.00" to a new, increased aggregate principal amount of
"$9,000,000.00" (hereinafter referred to as the "Tenth Allonge"); and
WHEREAS, the Borrower, the Corporate Guarantors and the Lender have agreed
to enter into this Tenth Modification Agreement for the purposes of (i) in
Article I, Section 1.1 of the Loan Agreement, increasing the Commitment amount
of the Revolving Credit Loan from the existing Commitment amount of
"$8,500,000.00" to a new, increased Commitment amount of "$9,000,000.00"; (ii)
in Article I, Section 1.1 of the Loan Agreement, amending and modifying the
definition of "Loan Documents" to provide for the Tenth Allonge and this Tenth
Modification Agreement; (iii) in Article I, Section 1.1 of the Loan Agreement,
providing for the new definitions of "Tenth Allonge" and "Tenth Modification
Agreement"; (iv) in the Loan Documents, providing that any and all references to
the "Revolving Note" shall be deemed to refer to the Revolving Note as amended
and modified up through and including the Tenth Allonge; and (v) in the Loan
Documents, providing that any and all references to the "Loan Agreement" shall
be deemed to refer to the Loan Agreement as amended and modified up through and
including this Tenth Modification Agreement; and
WHEREAS, all words and terms not defined here shall have the meaning as
contained in the Loan Agreement, as amended and modified up through and
including this Tenth Modification Agreement; and
WHEREAS, the 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, the Sixth Allonge, the Sixth Modification Agreement, the
Seventh Allonge, the Seventh Modification Agreement, the Eighth Allonge, the
Eighth Modification Agreement, the Ninth Allonge, the Ninth Modification
Agreement, the Tenth Allonge, this Tenth 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".
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 November 15, 1999, presently due and owing on the
Revolving Note the principal sum $8,650,000.15, 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) $8,650,000.15 for outstanding Advances of direct loans
under the Note and (b) -$0- for Letters of Credit.
10
<PAGE>
2. By execution hereof, the Borrower and the Corporate Guarantors
acknowledge and agree that the Lender's consent to enter into this Tenth
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 Tenth 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 hereby represent that the lien on the
Collateral granted to the Lender under the Loan Agreement, as amended and
modified up through and including this Tenth 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 shall be amended and modified as follows:
(i) Subsection (m) shall be amended and modified by deleting the
existing Commitment amount of "Eight Million Five Hundred Thousand and
00/100 ($8,500,000.00) Dollars" and inserting a new increased
Commitment amount of "Nine Million and 00/100 ($9,000,000.00) Dollars"
in its place and stead.
(ii) Subsection (cc) shall be amended and modified by inserting a
reference to both the "Tenth Allonge" and this "Tenth Modification
Agreement".
(iii) The following new definitions shall be inserted:
""Tenth Allonge" shall mean that certain Tenth Allonge to
$4,000,000.00 Revolving Note Dated February 20, 1991 dated as of
November 15, 1999 pursuant to which the Borrower and the Lender
agreed to further amend and modify the terms of the Note for the
purposes of amending and modifying the aggregate principal amount
of the loan from the then existing aggregate principal amount of
"$8,500,000.00" to a new, increased aggregate principal amount of
"$9,000,000.00"."
""Tenth Modification Agreement" shall mean that certain Tenth
Amendment and Modification Agreement dated as of November 15,
1999,
11
<PAGE>
pursuant to which the Borrower, the Corporate Guarantors and the
Lender agreed to further amend and modify the terms of this
Agreement and the other Loan Documents, all as previously amended
and modified for the purposes of (i) in Article I, Section 1.1 of
this Agreement, increasing the Commitment amount from the then
existing Commitment amount of "$8,500,000.00" to a new, increased
Commitment amount of "$9,000,000.00"; (ii) in Article I, Section
1.1 of this Agreement, amending and modifying the definition of
"Loan Documents" to provide for the Tenth Allonge and the Tenth
Modification Agreement; (iii) in Article I, Section 1.1 of this
Agreement, providing for the new definitions of "Tenth Allonge"
and "Tenth Modification Agreement"; (iv) in the Loan Documents,
providing that any and all references to the "Note" shall be
deemed to refer to the Note as amended and modified up through
and including the Tenth Allonge; and (v) in the Loan Documents,
providing that any and all references to the "Loan Agreement"
shall be deemed to refer to the Loan Agreement as amended and
modified up through and including the Tenth Modification
Agreement."
5. The Loan Documents, as previously amended and modified, are hereby
further amended and modified as follows:
(a) Any and all references to the existing Commitment amount of "Eight
Million Five Hundred Thousand and 00/100 ($8,500,000.00) Dollars" shall be
deleted and the new increased Commitment amount of "Nine Million and 00/100
($9,000,000.00) Dollars" shall be inserted in their place and stead.
(b) Any and all references to the "Revolving Note" shall be deemed to
refer to the Revolving Note as amended and modified up through and including the
Tenth Allonge.
(c) Any and all references to the "Loan Agreement" shall be deemed to
refer to the Loan Agreement as amended and modified up through and including
this Tenth Modification Agreement.
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 Tenth 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 and the Corporate Guarantors expressly confirm and affirm
that 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.
12
<PAGE>
8. All other terms and conditions of the Loan Documents, as amended and
modified through this Tenth 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 Tenth Modification
Agreement.
9. It is the intention of the parties hereto that this Tenth 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 Tenth
Modification Agreement, or any portion hereof in any of the instruments executed
in connection herewith shall be construed or shall operate 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 Tenth Modification Agreement are prejudiced hereby, if any, this Tenth
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 Tenth 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 or of the Revolving Credit Loan, or any waiver of any 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
(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.
13
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Tenth 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.
JOULE, INC., a Delaware corporation
JOULE MAINTENANCE CORPORATION, a New
Jersey corporation
JOULE TECHNICAL SERVICES, INC., a New
Jersey corporation
JOULE TECHNICAL STAFFING, INC., a New
Jersey corporation
[SEAL]
ATTEST:
/s/ Bernard G. Clarkin By:/s/ Emanuel N. Logothetis
------------------------------------ ---------------------------------
Bernard G. Clarkin Emanuel N. Logothetis
Secretary In his capacity as the President
of each of the above-referenced
corporations
SUMMIT BANK
By:/s/ Cynthia Colucci
----------------------------
Cynthia Colucci
Vice President
14
<PAGE>
STATE OF NEW JERSEY :
: ss.
COUNTY OF MIDDLESEX :
BE IT REMEMBERED, that on this 21st day of December, 1999, 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 Cynthia
Colucci, 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 her the contents thereof, she did thereupon
acknowledge that the said Instrument made by the said corporation and sealed
with its corporate seal and delivered by her 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.
/s/ Joyce Morgan
----------------------------------------
Notary Public of the State of New Jersey
STATE OF NEW JERSEY : JOYCE MORGAN
: ss. NOTARY PUBLIC OF NEW JERSEY
COUNTY OF MORRIS : My Commission Expires Jan. 8, 2002
BE IT REMEMBERED, that on this 15th day of December, 1999, 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 Emanuel
N. Logothetis, 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.
/s/ Shirley J. Purkey
----------------------------------------
Notary Public of the State of New Jersey
SHIRLEY J. PURKEY
Notary Public of New Jersey
My Commission Expires Feb 22,, 2000
15
<PAGE>
TENTH ALLONGE TO
$4,000,000.00 REVOLVING NOTE
DATED FEBRUARY 20, 1991
THIS TENTH ALLONGE TO $4,000,000.00 REVOLVING NOTE DATED FEBRUARY 20, 1991
(hereinafter referred to as this "Tenth Allonge") is made as of the 15th day of
November, 1999, by and between,
JOULE, INC., having its principal executive offices located at 1245 Route 1
South, Edison, New Jersey 08837, being a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware
(hereinafter referred to as the "Borrower"),
AND
SUMMIT BANK, as successor-in-interest to UNITED JERSEY BANK, having an
office located at 210 Main Street, Hackensack, New Jersey 07601, 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 Borrower 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 Borrower and the Lender (hereinafter as it may be from time to
time amended, modified, extended, renewed, refinanced and/or supplemented
referred to as the "Loan Agreement").
B. On February 20, 1991, the Borrower, 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 as it may be from time to time
amended, modified, extended, renewed, refinanced and/or supplemented 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 as it may be
from time to time amended, modified, extended, renewed, refinanced and/or
supplemented 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 as it may be
from time to time amended, modified, extended, renewed, refinanced and/or
supplemented referred to as the "Extension Agreement #2").
<PAGE>
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 as it may be
from time to time amended, modified, extended, renewed, refinanced and/or
supplemented 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 as it may be
from time to time amended, modified, extended, renewed, refinanced and/or
supplemented 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 Borrower 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 then existing address of "630 Franklin Boulevard, Somerset, New Jersey
08875" to a new address of "4365 Route 1 South, Princeton, New Jersey 08540".
H. As of March 31, 1994, pursuant to the terms of a certain First Allonge
to $4,000,000.00 Revolving Note Dated February 20, 1991 (hereinafter referred to
as the "First Allonge"), executed by the Borrower, as the maker, and delivered
to the Lender, as the payee, the Borrower 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 then existing address
of "630 Franklin Boulevard, Somerset, New Jersey 08875" to a new address of
"4365 Route 1 South, Princeton, New Jersey 08540".
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 Borrower 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 then 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) to amend and modify the Lender's name
from the then 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 Dated February 20, 1991 (hereinafter
referred to as the "Second Allonge"), executed by the Borrower, as the maker,
and the Lender, as the payee, the Borrower and the Lender agreed to amend and
modify the terms of the Note, as previously amended and
-2-
<PAGE>
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 then 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 then 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 Borrower and
the Lender, the parties agreed, among other things (i) to amend and modify the
aggregate principal amount of the Loan from the then existing principal amount
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 then existing address of "4365
Route 1 South, Princeton, New Jersey 08540" to the Lender's new address of
"Raritan Plaza II, Fieldcrest Avenue, Edison, New Jersey 08837".
L. As of August 23, 1995, pursuant to the terms of a certain Third Allonge
to $4,000,000.00 Revolving Note Dated February 20, 1991 (hereinafter referred to
as the "Third Allonge"), executed by the Borrower, as the maker, and delivered
to the Lender, as the payee, the Borrower 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 amount of
"$4,000,000.00" to a new increased aggregate 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 then existing
address of "4365 Route 1 South, Princeton, New Jersey 08540" to the Lender's new
address of "Raritan Plaza II, Fieldcrest Avenue, Edison, New Jersey 08837".
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 Borrower and
the Lender, the parties agreed, among other things, to delete the then 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 $4,000,000.00 Revolving Note Dated February 20, 1991 (hereinafter
referred to as the "Fourth Allonge"), executed by the Borrower, as the maker,
and delivered to the Lender, as the payee, the Borrower and the Lender agreed to
amend and modify the Note, as previously amended and modified, for the purpose
of deleting the then 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.
-3-
<PAGE>
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 Borrower 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, 1998".
P. As of May 31, 1996, pursuant to the terms of a certain Fifth Allonge to
$4,000,000.00 Revolving Note Dated February 20, 1991 (hereinafter referred to as
the "Fifth Allonge"), executed by the Borrower, as the maker, and delivered to
the Lender, as the payee, the Borrower 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, 1998".
Q. As of May 31, 1997, pursuant to the terms of a certain Sixth
Modification and Extension Agreement (hereinafter referred to as the "Sixth
Modification Agreement"), executed by and among, inter alia, the Borrower 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 "May 31, 1997" to a new
maturity date of "May 31, 1998" and (ii) to amend and modify the Lender's
address from the then existing address of "Raritan Plaza II, Fieldcrest Avenue,
Edison, New Jersey 08837" to the Lender's new address of "210 Main Street,
Hackensack, New Jersey 07601".
R. As of May 31, 1997, pursuant to the terms of a certain Sixth Allonge to
$4,000,000.00 Revolving Note Dated February 20, 1991 (hereinafter referred to as
the "Sixth Allonge"), executed by the Borrower, as the maker, and delivered to
the Lender, as the payee, the Borrower and the Lender agreed to amend and modify
the Note, as previously amended and modified, for the purpose of extending the
term of the Loan from the then current maturity date of "May 31, 1997" to a new
maturity date of "May 31, 1998".
S. As of May 31, 1998, pursuant to the terms of a certain Seventh Amendment
and Modification Agreement (hereinafter referred to as the "Seventh Modification
Agreement"), executed by and among, inter alia, the Borrower and the Lender, the
parties agreed, among other things, to extend the maturity date from the then
current maturity date of "May 31, 1998" to a new maturity date of "May 31,
1999".
T. As of May 31, 1998, pursuant to the terms of a certain Seventh Allonge
to $4,000,000.00 Revolving Note Dated February 20, 1991 (hereinafter referred to
as the "Seventh Allonge"), executed by the Borrower, as the maker, and delivered
to the Lender, as the payee, the Borrower and the Lender agreed to amend and
modify the Note, as previously amended and modified, for the purpose of
extending the term of the Loan from the then current maturity date of "May 31,
1998" to a new maturity date of "May 31, 1999".
U. As of February 5, 1999, pursuant to the terms of a certain Eighth
Amendment and Modification Agreement (hereinafter referred to as the "Eighth
Modification Agreement"), executed by and among, inter alia, the Borrower and
the Lender, the parties agreed, among other things, (i) to amend and modify the
aggregate principal amount of the Loan from the then
-4-
<PAGE>
existing aggregate principal amount of "$4,500,000.00" to a new, increased
aggregate principal amount of "$6,000,000.00"; and (ii) to extend the maturity
date from the then current maturity date of "May 31, 1999" to a new maturity
date of "May 31, 2000".
V. As of February 5, 1999, pursuant to the terms of a certain Eighth
Allonge to $4,000,000.00 Revolving Note Dated February 20, 1991 (hereinafter
referred to as the "Eighth Allonge"), executed by the Borrower, as the maker,
and delivered to the Lender, as the payee, the Borrower and the Lender agreed
(i) to amend and modify the aggregate principal amount of the Loan from the then
existing aggregate principal amount of "$4,500,000.00" to a new, increased
aggregate principal amount of "$6,000,000.00"; and (ii) to extend the maturity
date from the then current maturity date of "May 31, 1999" to a new maturity
date of "May 31, 2000".
W. As of May 10, 1999, pursuant to the terms of a certain Ninth Amendment
and Modification Agreement (hereinafter referred to as the "Ninth Modification
Agreement"), executed by and among, inter alia, the Borrower and the Lender, the
parties agreed, among other things, to amend and modify the aggregate principal
amount of the Loan from the then existing aggregate principal amount of
"$6,000,000.00" to a new, increased aggregate principal amount of
"$8,500,000.00".
X. As of May 10, 1999, pursuant to the terms of a certain Ninth Allonge to
$4,000,000.00 Revolving Note Dated February 20, 1991 (hereinafter referred to as
the "Ninth Allonge"), executed by the Borrower, as the maker, and delivered to
the Lender, as the payee, the Borrower and the Lender agreed to amend and modify
the aggregate principal amount of the Loan from the then existing aggregate
principal amount of "$6,000,000.00" to a new, increased aggregate principal
amount of "$8,500,000.00".
Y. As of even date herewith, pursuant to the terms of a certain Tenth
Amendment and Modification Agreement (hereinafter referred to as the "Tenth
Modification Agreement"), executed by and among, inter alia, the Borrower and
the Lender, the parties agreed, among other things, to amend and modify the
aggregate principal amount of the Loan from the existing aggregate principal
amount of "$8,500,000.00" to a new, increased aggregate principal amount of
"$9,000,000.00".
Z. The Borrower 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 Tenth Modification Agreement.
NOW, THEREFORE, in consideration of the mutual benefits inuring to the
Borrower and the Lender and intending to be legally bound hereby, the Note, as
previously amended and modified through the Ninth Allonge, is hereby further
amended and modified as follows:
1. Loan. Any and all references to the existing aggregate principal
amount of the Loan of "$8,500,000.00" shall be deleted and the new increased
aggregate principal amount of "$9,000,000.00" shall be inserted in their place
and stead.
-5-
<PAGE>
2. Modification of Note. The Note 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, the Sixth Allonge, the Seventh Allonge, the Eighth Allonge,
the Ninth Allonge and as further amended and modified by this Tenth 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 Tenth 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 Tenth Allonge.
3. Construction. Any capitalized terms used in this Tenth Allonge not
otherwise defined herein shall have the meaning as set forth in the Tenth
Modification Agreement.
4. Single Instrument. The Borrower hereby directs the Lender to affix
this Tenth 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, the Sixth Allonge, the Seventh Allonge, the Eighth
Allonge, the Ninth Allonge and this Tenth Allonge will become and constitute a
single instrument.
IN WITNESS WHEREOF, the Lender and the Borrower have executed this Tenth
Allonge under the seal on the date first above written.
BORROWER:
[SEAL]
ATTEST: JOULE, INC., a Delaware corporation
/s/ Bernard G. Clarkin By:/s/ Emanuel N. Logothetis
------------------------------------ ----------------------------------
Bernard G. Clarkin Emanuel N. Logothetis
Secretary President
LENDER:
SUMMIT BANK
By:/s/ Cynthia Colucci
----------------------------------
Cynthia Colucci
Vice President
-6-
<PAGE>
CERTIFICATE OF JOULE, INC.
AS TO EXISTENCE, AUTHORIZATION AND INCUMBENCY
OF OFFICERS AND OTHER MATTERS
The Undersigned, Bernard G. Clarkin, Secretary of Joule, Inc., a Delaware
corporation (hereinafter referred to as the "Company"), in connection with the
tenth amendment and modification of a revolving credit loan in the modified
aggregate principal amount of up to $9,000,000.00 made by Summit Bank, as
successor-in-interest to United Jersey Bank (hereinafter referred to as the
"Lender") to the Company pursuant to a certain Loan and Security Agreement dated
February 20, 1991, executed by and between, the Company and the Lender
(hereinafter referred to as the "Loan Agreement"), which amendment and
modification is evidenced by that certain Tenth Amendment and Modification
Agreement dated as of November 15, 1999 (hereinafter referred to as the
"Modification Agreement"), does hereby represent, warrant and certify as
follows:
1. Terms defined in the Modification Agreement and not otherwise expressly
defined herein shall have the same meanings herein as in the Modification
Agreement.
2. A true, correct and complete copy of the Certificate of Incorporation of
the Company, which is in full force and effect as of the date hereof, has been
previously delivered to the Lender. There is no amendment or other document
relating to or affecting the Certificate of Incorporation or its shareholders,
directors, or officers in contemplation of the liquidation or dissolution of the
Company.
3. A true, correct and complete copy of the By-Laws of the Company, which
are in full force and effect as of the date hereof, have been previously
delivered to the Lender and since such delivery there have been no amendments,
modifications or other supplements to the By-Laws.
4. Attached hereto as Exhibit "A" is a true, correct and complete copy of
the following:
(i) Resolutions duly adopted by the Board of Directors of the Company
at a meeting duly called and held on December 8, 1999, at which a
quorum was present and acting throughout, authorizing the
execution and delivery of the Modification Agreement and all
other documents to be executed and delivered by the Company in
connection therewith.
Said Exhibit is in full force on the date hereof and has not been amended,
altered, modified or repealed.
<PAGE>
5. The following persons are, on the date hereof, duly elected, qualified
and acting officers of the Company authorized to execute the Loan Documents and
holding the offices set forth after their respective names below and that
opposite the name of each is set forth his true and genuine signature:
Name Office Signature
Emanuel N. Logothetis President /s/ Emanuel N. Logothetis
--------------------------
Bernard G. Clarkin Secretary /s/ Bernard G. Clarkin
--------------------------
6. To the best of the Company's knowledge, on and as of the date hereof,
each of the representations and warranties made by the Company in the
Modification Agreement is true, correct and complete and all agreements of the
Company therein provided and contemplated to be performed on or prior to the
date hereof have been so performed.
IN WITNESS WHEREOF, I have hereunto set my hand as the Secretary of the
Company and have affixed the corporate seal of the Company, all as of the 15th
day of November, 1999.
[SEAL] JOULE, INC., a Delaware corporation
By:/s/ Bernard G. Clarkin
--------------------------------
Bernard G. Clarkin
Secretary
<PAGE>
[GRAPHIC]
Exhibit A
Upon motion duly made and seconded it was unanimously
RESOLVED, that the Tenth Loan Modification and Extension Agreement
approved by the bank in November, 1999, between the Company and Summit
Bank be authorized.
<PAGE>
CERTIFICATE OF JOULE TECHNICAL SERVICES, INC.,
AS TO EXISTENCE, AUTHORIZATION AND INCUMBENCY OF
OFFICERS AND OTHER MATTERS
The Undersigned, Bernard G. Clarkin, Secretary of Joule Technical Services,
Inc., a New Jersey corporation (hereinafter referred to as the "Company"), in
connection with the tenth amendment and modification of a revolving credit loan
in the modified aggregate principal amount of up to $9,000,000.00 (hereinafter
referred to as the "Loan") made by Summit Bank, as successor-in-interest to
United Jersey Bank (hereinafter referred to as the "Lender") to Joule, Inc., a
New Jersey corporation, (hereinafter referred to as the "Borrower") pursuant to
a 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"), which amendment and modification is evidenced by that certain Tenth
Amendment and Modification Agreement dated as of November 15, 1999 (hereinafter
referred to as the "Modification Agreement"), and which Loan has been guarantied
by the Company, does hereby represent, warrant and certify as follows:
1. Terms defined in the Modification Agreement and not otherwise expressly
defined herein shall have the same meanings herein as in the Modification
Agreement.
2. A true, correct and complete copy of the Certificate of Incorporation of
the Company, which is in full force and effect as of the date hereof, has been
previously delivered to the Lender. There is no amendment or other document
relating to or affecting the Certificate of Incorporation or its shareholders,
directors, or officers in contemplation of the liquidation or dissolution of the
Company.
3. A true, correct and complete copy of the By-Laws of the Company, which
are in full force and effect as of the date hereof, have been previously
delivered to the Lender and since such delivery there have been no amendments,
modifications or other supplements to the By-Laws.
4. Attached hereto as Exhibit "A" is a true, correct and complete copy of
the following:
(i) Resolutions duly adopted by the Board of Directors of the Company
at a meeting duly called and held on December 8, 1999, at which a
quorum was present and acting throughout, authorizing the
execution and delivery of the Modification Agreement and all
other documents to be executed and delivered by the Company in
connection therewith.
Said Exhibit is in full force on the date hereof and has not been amended,
altered, modified or repealed.
<PAGE>
[GRAPHIC]
Exhibit A
Upon motion duly made and seconded it was unanimously
RESOLVED, that the Tenth Loan Modification and Extension Agreement
approved by the bank in November, 1999, between the Company and Summit
Bank be authorized.
<PAGE>
CERTIFICATE OF JOULE TECHNICAL STAFFING, INC.,
AS TO EXISTENCE, AUTHORIZATION AND INCUMBENCY OF
OFFICERS AND OTHER MATTERS
The Undersigned, Bernard G. Clarkin, Secretary of Joule Technical Staffing,
Inc., a New Jersey corporation (hereinafter referred to as the "Company"), in
connection with the tenth amendment and modification of a revolving credit loan
in the modified aggregate principal amount of up to $9,000,000.00 (hereinafter
referred to as the "Loan") made by Summit Bank, as successor-in-interest to
United Jersey Bank (hereinafter referred to as the "Lender") to Joule, Inc., a
New Jersey corporation, (hereinafter referred to as the "Borrower") pursuant to
a 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"), which amendment and modification is evidenced by that certain Tenth
Amendment and Modification Agreement dated as of November 15, 1999 (hereinafter
referred to as the "Modification Agreement"), and which Loan has been guarantied
by the Company, does hereby represent, warrant and certify as follows:
1. Terms defined in the Modification Agreement and not otherwise expressly
defined herein shall have the same meanings herein as in the Modification
Agreement.
2. A true, correct and complete copy of the Certificate of Incorporation of
the Company, which is in full force and effect as of the date hereof, has been
previously delivered to the Lender. There is no amendment or other document
relating to or affecting the Certificate of Incorporation or its shareholders,
directors, or officers in contemplation of the liquidation or dissolution of the
Company.
3. A true, correct and complete copy of the By-Laws of the Company, which
are in full force and effect as of the date hereof, have been previously
delivered to the Lender and since such delivery there have been no amendments,
modifications or other supplements to the By-Laws.
4. Attached hereto as Exhibit "A" is a true, correct and complete copy of
the following:
(i) Resolutions duly adopted by the Board of Directors of the Company
at a meeting duly called and held on December 8, 1999, at which a
quorum was present and acting throughout, authorizing the
execution and delivery of the Modification Agreement and all
other documents to be executed and delivered by the Company in
connection therewith.
Said Exhibit is in full force on the date hereof and has not been amended,
altered, modified or repealed.
<PAGE>
5. The following persons are, on the date hereof, duly elected, qualified,
and acting officers of the Company holding the offices set forth after their
respective names below and that opposite the name of each is set forth his or
her true and genuine signature:
Name Office Signature
---- ------ ---------
Emanuel N. Logothetis President /s/ Emanuel N. Logothetis
--------------------------
Bernard G. Clarkin Secretary /s/ Bernard G. Clarkin
--------------------------
6. On and as of the date hereof, each of the representations and
warranties made by the Company in the Loan Documents is true, correct and
complete and all agreements of the Company therein provided and contemplated to
be performed on or prior to the date hereof have been so performed.
IN WITNESS WHEREOF, I have hereunto set my hand as the Secretary of the
Company and have affixed the corporate seal of the Company, all as of the 15th
day of November, 1999.
[SEAL] JOULE TECHNICAL STAFFING, INC.
a New Jersey corporation
By:/s/ Bernard G. Clarkin
----------------------------------------
Bernard G. Clarkin
Secretary
-2-
<PAGE>
[GRAPHIC]
Exhibit A
Upon motion duly made and seconded it was unanimously
RESOLVED, that the Tenth Loan Modification and Extension Agreement
approved by the bank in November, 1999, between the Company and Summit
Bank be authorized.
<PAGE>
CERTIFICATE OF JOULE MAINTENANCE CORPORATION,
AS TO EXISTENCE, AUTHORIZATION AND INCUMBENCY OF
OFFICERS AND OTHER MATTERS
The Undersigned, Bernard G. Clarkin, Secretary of Joule Maintenance
Corporation, a New Jersey corporation (hereinafter referred to as the
"Company"), in connection with the tenth amendment and modification of a
revolving credit loan in the modified aggregate principal amount of up to
$9,000,000.00 (hereinafter referred to as the "Loan") made by Summit Bank, as
successor-in-interest to United Jersey Bank (hereinafter referred to as the
"Lender") to Joule, Inc., a New Jersey corporation, (hereinafter referred to as
the "Borrower") pursuant to a 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"), which amendment and modification is
evidenced by that certain Tenth Amendment and Modification Agreement dated as of
November 15, 1999 (hereinafter referred to as the "Modification Agreement"), and
which Loan has been guarantied by the Company, does hereby represent, warrant
and certify as follows:
1. Terms defined in the Modification Agreement and not otherwise expressly
defined herein shall have the same meanings herein as in the Modification
Agreement.
2. A true, correct and complete copy of the Certificate of Incorporation of
the Company, which is in full force and effect as of the date hereof, has been
previously delivered to the Lender. There is no amendment or other document
relating to or affecting the Certificate of Incorporation or its shareholders,
directors, or officers in contemplation of the liquidation or dissolution of the
Company.
3. A true, correct and complete copy of the By-Laws of the Company, which
are in full force and effect as of the date hereof, have been previously
delivered to the Lender and since such delivery there have been no amendments,
modifications or other supplements to the By-Laws.
4. Attached hereto as Exhibit "A" is a true, correct and complete copy of
the following:
(i) Resolutions duly adopted by the Board of Directors of the Company
at a meeting duly called and held on December 8, 1999, at which a
quorum was present and acting throughout, authorizing the
execution and delivery of the Modification Agreement and all
other documents to be executed and delivered by the Company in
connection therewith.
Said Exhibit is in full force on the date hereof and has not been amended,
altered, modified or repealed.
<PAGE>
5. The following persons are, on the date hereof, duly elected, qualified,
and acting officers of the Company holding the offices set forth after their
respective names below and that opposite the name of each is set forth his or
her true and genuine signature:
Name Office Signature
Emanuel N. Logothetis President /s/ Emanuel N. Logothetis
--------------------------
Bernard G. Clarkin Secretary /s/ Bernard G. Clarkin
--------------------------
6. On and as of the date hereof, each of the representations and warranties
made by the Company in the Loan Documents is true, correct and complete and all
agreements of the Company therein provided and contemplated to be performed on
or prior to the date hereof have been so performed.
IN WITNESS WHEREOF, I have hereunto set my hand as the Secretary of the
Company and have affixed the corporate seal of the Company, all as of the 15th
day of November, 1999.
[SEAL] JOULE MAINTENANCE CORPORATION,
a New Jersey corporation
By:/s/. Bernard G. Clarkin
-------------------------------------
Bernard G. Clarkin
Secretary
-2-
<PAGE>
[GRAPHIC]
Exhibit A
Upon motion duly made and seconded it was unanimously
RESOLVED, that the Tenth Loan Modification and Extension Agreement
approved by the bank in November, 1999, between the Company and Summit
Bank be authorized.
