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Exhibit (b)(2)
October 27, 2000
William R. Beloff, President
GeoEnvironmental Acquisition, Inc.
9 Bridie Lane
Norfolk, MA 02056-1739
RE: First Amendment to Funding Commitment for $19.5 Million Senior Secured
Credit Facilities
Dear Mr. Beloff:
Our Commitment Letter dated August 25, 2000 ("Existing Commitment") is
hereby amended and revised by this letter ("First Amendment" and, together with
the Existing Commitment, collectively referred to as the "Commitment") as
follows:
A. We are extending the expiration of the Commitment from December 29,
2000 to February 28, 2001.
B. We are temporarily increasing the availability under the Revolver from
$10.0 Million to $14.0 Million for a period of seven (7) days from the date of
Closing of the Commitment.
C. The purpose for the increased availability under Facility A is solely
to assist Borrower in acquiring the outstanding capital stock of GZA
GeoEnvironmental Technologies, Inc., and for no other purpose.
D. As consideration for this increased availability under the Revolver,
Borrower agrees to pay Bank an additional Underwriting Fee of 30 basis points
($12,000.00). This fee is in addition to all other fees outlined in the Existing
Commitment.
E. Except as expressly amended by this First Amendment, all of the rest
of the terms and conditions of the Commitment shall remain in full force and
effect.
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If the terms stated herein are satisfactory to you, please countersign this
First Amendment signifying your acceptance thereof and return the signed and
accepted copy to the undersigned by November 10, 2000. We will require all
Borrowers and all Guarantors to accept and countersign the Commitment as soon as
they are all identified.
Sincerely yours,
/s/ Eric S. Christensen
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Eric S. Christensen
Vice President
SEEN, AGREED AND ACCEPTED:
BORROWER:
FUTURECO ENVIRONMENTAL, INC.
By: /s/ Joseph P. Hehir Date: November 1, 2000
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Name: Joseph P. Hehir
Title: Vice President
GEOENVIRONMENTAL ACQUISITIONS, INC.
By: /s/ Joseph P. Hehir Date: November 1, 2000
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Name: Joseph P. Hehir
Title: Vice President
