EXHIBIT 10.3


 


NINTH AMENDMENT


TO


AMENDED AND RESTATED LOAN AGREEMENT


 


This Ninth Amendment (this
“Amendment”) is made as of February 28, 2006 between CHASE CORPORATION (the “Borrower”)
and BANK OF AMERICA, N.A., a national banking association as successor by
merger to Fleet National Bank (the
“Bank”).


RECITALS


 


A.                                   The
Bank and the Borrower entered into a First Amended and Restated Loan Agreement
dated as of October 31, 2001, as amended (the “Loan Agreement”), providing for
revolving loans by the Bank to the Borrower and for various term loans by the
Bank to the Borrower.  Capitalized terms
used herein without definition shall have the meanings assigned to them in the
Loan Agreement.


 


B.                                     The
Borrower desires to extend the Expiration Date of the Revolving Commitment.


 


C.                                     Subject
to certain terms and conditions, the Bank is willing to agree to extend the
Expiration Date, as hereinafter expressly set forth.


 


NOW THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:


 


1.                                       Amendments to Loan Agreement.  Section 7.1 of the Loan Agreement is amended
by amending the definition of “Expiration Date as set forth below:


 


“Expiration Date” – March 31, 2009.


 


2.                                       No Further Amendments.  Except as specifically amended hereby, the
Loan Agreement shall remain otherwise unmodified and in full force and effect
and is hereby ratified and affirmed in all respects.


 


3.                                       Certain Representations of the Borrower.  As a material inducement to the Bank to enter
into this Amendment, the Borrower represents and warrants to the Bank, after
giving effect to this Amendment, as follows:


 


(a)               The execution and
delivery of this Amendment has been duly authorized by all requisite corporate
action on the part of the Borrower and will not violate any provision of law,
any order, judgment or decree of any court or other agency of government, or
the articles or by-laws of the Borrower or any indenture, agreement or other
instrument to which the Borrower is bound, or be in conflict with, or result in
a breach of, or constitute (with due notice or lapse of time or both) a default
under, or result in the creation or imposition of any lien, charge or
encumbrance of any nature whatsoever upon any of the


 

















 


property or assets of the Borrower pursuant
to, any such indenture, agreement or instrument.


 


(b)              The representations
and warranties contained in the Loan Agreement are true and correct in all
material respects on and as of the date of this Amendment as though made at and
as of such date (except to the extent that such representations and warranties
expressly relate to an earlier date or except to the extent variations
therefrom have been permitted under the terms of the Loan Agreement or
otherwise permitted in writing by the Bank). 
No material adverse change has occurred in the assets, liabilities,
financial condition, business or prospects of the Borrower from that disclosed
in the annual certified financial statements most recently furnished to the
Bank.  No event of default or condition
or event that, but for the requirement that time elapse or notice be given or
both, would constitute an event of default, has occurred or is continuing.


 


(c)               This Amendment
constitutes the legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
the rights and remedies of creditors generally or the application of principles
of equity, whether in any action at law or proceeding in equity, and subject to
the availability of the remedy of specific performance or of any other
equitable remedy or relief to enforce any right thereunder.


 


4.                                       Conditions.  The willingness of the Bank to agree to the
foregoing is subject to the following conditions:


 


(a)               The Borrower shall
have executed and delivered to the Bank (or shall have caused to be executed
and delivered to the Bank by the appropriate persons) the following:


 


(i)                  This Amendment
and


 


(ii)               Such other
supporting documents and certificates as the Bank or its counsel may reasonably
request.


 


(b)              All legal matters
incident to the transactions contemplated hereby shall be satisfactory to
counsel for the Bank.


 


5.                    Miscellaneous.


 


(a)               This Amendment
shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts.


 


(b)              This Amendment may
be executed by the parties hereto in several counterparts hereof and by the
different parties hereto on separate


 


2

















 


counterparts hereof, all of which
counterparts shall together constitute one and the same agreement.


 


IN WITNESS WHEREOF,
the Bank and the Borrower have caused this Amendment to be duly executed as a
sealed instrument by their duly authorized representatives, all as of the date
and year first above written.


 


	
   

  	
  CHASE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Peter R.
  Chase

  	
   

  
	
   

  	
  Name: Peter R. Chase

  
	
   

  	
  Title: President & CEO

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Peter G.
  McCarthy

  	
   

  
	
   

  	
  Name: Peter G. McCarthy

  
	
   

  	
  Title: Senior Vice President

  



 


3