NINTH AMENDMENT


TO


FINANCING AGREEMENT


 


THIS NINTH AMENDMENT
TO FINANCING AGREEMENT (this “Amendment”), dated as of December 30, 2011 (the “Effective Date”),
by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“EQMI”), EQ ENGINEERS, LLC, an Indiana
limited liability company (“EQE” and together with EQMI, each a “Borrower” and collectively,
“Borrowers”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”),
is as follows:


 


Preliminary Statements


 


A.           Borrowers
and Bank are parties to a Financing Agreement dated as of October 31, 2006, as amended by the First Amendment to Financing Agreement
dated as of October 1, 2007, the Second Amendment to Financing Agreement dated as of September 12, 2008, the Third Amendment to
Financing Agreement dated as of February 10, 2009, the Fourth Amendment to Financing Agreement dated as of December 29, 2010, the
Fifth Amendment to Financing Agreement dated as of February 4, 2011, the Sixth Amendment to Financing Agreement dated as of March
15, 2011, the Seventh Amendment to Financing Agreement dated as of October 28, 2011, and the Eighth Amendment to Financing Agreement
dated as of November 4, 2011 (as amended, the “Financing Agreement”). Capitalized terms which are used, but
not defined, in this Amendment will have the meanings given to them in the Financing Agreement.


 


B.           Borrowers
have requested that Bank: (i) consent to the Ninth Amendment Beacon Transaction (as defined in Section 2 below) and (ii)
make certain other changes to the Financing Agreement and certain of the other Loan Documents, all as more specifically set forth
herein.


 


C.           Bank
is willing to consent to such requests and so amend the Financing Agreement and other Loan Documents, all as contemplated by the
terms, and subject to the conditions, of this Amendment.


 


Statement of Amendment


 


In consideration of
the covenants, agreements, and conditions set forth in this Amendment, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Bank and Borrowers hereby agree as follows:


 


1.          Amendments
to Financing Agreement. Subject to the satisfaction of the conditions of this Amendment, the Financing Agreement is hereby
amended as follows:


 


1.1           Section
1.1 of the Financing Agreement is hereby amended by the addition of the following new definitions, in their proper alphabetical
order, to provide in their respective entireties as follows:


 



    	 



    	 



    

 


“Commercial
Receivables” means Receivables of Borrowers other than Government Receivables.         


 


“Ninth
Amendment” means the Ninth Amendment to Financing Agreement, dated to be effective as of the Ninth Amendment Effective
Date, by and between Borrowers and Lender with respect to this Agreement.


 


“Ninth
Amendment Beacon Noteholder Subordinated Debt” means the Subordinated Debt (as defined in the Ninth Amendment Beacon
Noteholder Subordination Agreement).


 


“Ninth
Amendment Beacon Noteholder Subordinated Debt Default” means any of the following (or any combination of the following):
(a) the occurrence and continuance of a Subordinated Debt Default (as defined in the Ninth Amendment Beacon Noteholder Subordination
Agreement) or (b) any acceleration of any of the Ninth Amendment Beacon Noteholder Subordinated Debt.


 


“Ninth
Amendment Beacon Noteholder Subordinated Debt Documents” means the Subordinated Debt Documents (as defined in the Ninth
Amendment Beacon Noteholder Subordination Agreement).


 


“Ninth
Amendment Beacon Noteholder Subordinated Notes” means each of, and collectively, the Subordinated Debt Notes (as defined
in the Ninth Amendment Beacon Noteholder Subordination Agreement), which includes, for sake of clarity and without limitation,
the Subordinated Greber Exchange Note.


 


“Ninth
Amendment Beacon Noteholder Subordination Agreement” means the Subordination Agreement dated as of the Ninth Amendment
Effective Date among the Ninth Amendment Beacon Subordinated Noteholders and Bank.


 


“Ninth
Amendment Beacon Subordinated Noteholders” means each of, and collectively: (i) Argentum Capital Partners II, L.P., on
behalf of itself and as Subordinated Lender Agent (as defined in the Ninth Amendment Beacon Noteholder Subordination Agreement),
(ii) Walter H. Barandiaran, (iii) Jack S. Greber, (iv) Roderick F. Galvin, (v) James E. Wendle, (vi) Joseph P. Hoffman, (vii) Micah
Goldberg, (viii) Daniel Raynor, and (ix) as applicable, their respective heirs, beneficiaries, successors, and assigns.


 


“Ninth
Amendment Effective Date” means the Effective Date (as defined in the Ninth Amendment).


 



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“Specified
Reserve Amount” means as of the Ninth Amendment Effective Date, a Reserve Amount of $1,000,000, which Reserve Amount
may be increased or decreased from time to time at the discretion of Bank, and which Reserve Amount shall be in addition to all
other Reserve Amounts in existence as of the Ninth Amendment Effective Date and all other Reserve Amounts that may be established
after the Ninth Amendment Effective Date.


 


“Subordinated
Greber Exchange Note” means the $150,000 Subordinated Note issued by Parent to Jack S. Greber as of the Ninth Amendment
Effective Date as a partial substitute for and in exchange of a $400,000 promissory note dated February 1, 2011 from BEC to Jack
S. Greber.


 


1.2           The
following definition in Section 1.1 of the Financing Agreement is hereby amended in its entirety by substituting the following
in its place:


 


“Loan
Documents” means this Agreement, the Joinder Agreement, the Revolving Loan Note, the Security Agreements, the Letter
of Credit Documents, each Insurance Agreement and Life Insurance Assignment (as defined in Section 5.2), the Cross-Guaranties,
the Parent Guaranty, the Parent Pledge Agreement, the Beacon Texas Guaranty (if any), the Beacon Texas Deed of Trust (if any),
the Beacon Texas Security Agreement (if any), the Kemner Subordination Agreement, the Fox Subordination Agreement, the Beacon Aguero
Subordination Agreement, the Beacon Noteholder Subordination Agreement, the Additional Beacon Noteholder Subordination Agreement,
the Ninth Amendment Beacon Noteholder Subordination Agreement, the documents, instruments and agreements executed in connection
with the Federal Assignment of Claims Act and any state Assignment of Claims Law, and all other agreements, instruments and documents
relating to the Loans, including mortgages, deeds of trust, security agreements, subordination agreements, intercreditor agreements,
pledges, powers of attorney, consents, collateral assignments, locked box and cash management agreements, letter agreements, contracts,
notices, leases, financing statements and letters of credit and applications therefor and all other writings, all of which must
be in form and substance satisfactory to Bank, which have been, are as of the date of this Agreement, or will in the future be
signed by, or on behalf of, any one or more Borrowers and delivered to Bank.


 


1.3           The
definition of “Change of Control” in Section 1.1 of the Financing Agreement is hereby amended in part
by deleting clause (iii) in its entirety and substituting the following in its place:


 



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(iii)        James
E. Wendle or an Approved Successor ceases, for any reason, to serve as president and chief operating officer of EQMI actively involved
in EQMI’s management for more than 30 days. For purposes of the foregoing, an “Approved Successor” is the president
and chief operating officer of EQMI elected by the directors of EQMI after James E. Wendle or any Approved Successor ceases to
serve as president and chief operating officer of EQMI and who is reasonably acceptable to Bank;


 


1.4           Subpart
(ii) of the definition of “Eligible Receivables” in Section 1.1 of the Financing Agreement is hereby
amended by the addition of a new clause (r), in its proper alphabetical order, such new clause (r) to provide it its entirety as
follows:


 


(r)          Receivables
which are Commercial Receivables, to the extent, as of any date, that the total amount of such Commercial Receivables exceeds 35%
of the face amount (less maximum discounts, credits and allowances which may be taken by, or granted to, any account debtor) of
the then outstanding Eligible Receivables of Borrower.


 


1.5           The
definition of “Eligible Unbilled Revenue” in Section 1.1 of the Financing Agreement is hereby amended
in part by deleting clause (i)(d) in its entirety and substituting the following in its place:


 


(d)          Unbilled
Revenue with respect to which not more than 45 days have elapsed since the date on which such Unbilled Revenue first arose.


 


1.6           The
first sentence of Section 8.3 of the Financing Agreement is, beginning on January 10, 2012 and continuing thereafter, hereby
amended in its entirety by substituting the following in its place:


 


Not less frequently than weekly
and monthly, Borrowers shall deliver to the Lender: (i) a borrowing base certificate in the form, as applicable, of Exhibit
C (a “Borrowing Base Certificate”) by no later than the Tuesday of the following week, and no later than
the 20th day of each month (which is based on values as of the immediately preceding week, or as applicable, preceding
month) and (ii) reports of Borrowers’ sales, credits to sales or credit memoranda applicable to sales, collections and non-cash
charges (from whatever source, including sales and noncash journals or other credits to Receivables) for the applicable period,
and acceptable supporting documentation thereto (including a report indicating the Dollar value of Borrowers’ Eligible Receivables
(including a separate listing of Permitted Joint Venture Receivables) and Eligible Unbilled Revenue, and all other information
deemed necessary by Bank to determine levels of that which is and is not Eligible Receivables and Eligible Unbilled Revenue).       


 


1.7           Section
10.24 of the Financing Agreement is hereby amended in its entirety by substituting the following in its place:


 



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10.24 Sale
of Assets. Borrowers will not sell, lease or otherwise dispose of or transfer, whether by sale, merger, consolidation, liquidation,
dissolution, or otherwise (including by a sale-leaseback transaction), any of their assets, including the Loan Collateral except:
(i) the sale of Inventory in the ordinary course of any Borrower’s business; however, a sale in the ordinary course
of any Borrower’s business will not include a transfer in total or partial satisfaction of Indebtedness, (ii) the sale of
any item of Equipment (except the Equipment described in (iii) below) for cash in an arm’s-length transaction having a fair
market value of less than $25,000 provided that in any 12 month period the total amount of Equipment (excluding the Dump
Trucks (defined below)) sold by Borrowers may not exceed an aggregate fair market value equal to $50,000, and (iii) the sale of
the Dump Trucks for cash in an arm’s-length transaction. All of the proceeds from any disposition of any Equipment will be
delivered to Bank to be applied by Bank to the permanent repayment of the Obligations in any order that Bank may elect in its discretion
exercised in good faith; provided, however, that proceeds from the disposition of any Dump Truck when so applied by Bank
shall not cause a permanent repayment of the Obligations but shall be used to reduce the amount of the Revolving Loans. As used
herein, “Dump Trucks” shall mean the Equipment which includes those dump trucks purchased by Borrowers for an
approximate aggregate amount $300,000 and used for performance of their September 28, 2009 contract with the United States Environmental
Protection Agency for removal of lead contaminated soils in Madison County, Missouri.


 


1.8           Section
10.34 of the Financing Agreement is hereby amended in its entirety by substituting the following in its place:


 


10.34.         Minimum
Availability. Borrowers will not permit the Revolving Loan Availability to be less than $1,000,000 as of any time; provided,
however that this covenant shall not be tested at any time that the Specified Reserve Amount is greater than zero dollars.


 


1.9           Section
12.1(i)(s) of the Financing Agreement is hereby amended in its entirety by substituting the following in its place:


 



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(s)          (i)
There occurs an EQE Acquisition Debt Default which has not been waived in writing by the applicable EQE Seller; (ii) there occurs
a Fox Subordinated Debt Default which has not been waived in writing by the Fox Seller; (iii) there occurs a Kemner Subordinated
Debt Default which has not been waived in writing by the Kemner Seller; (iv) the Fox Seller defaults under the Fox Subordination
Agreement or the Fox Seller denies his obligations under the Fox Subordination Agreement; (v) any Kemner Seller defaults under
the Kemner Subordination Agreement or any Kemner Seller denies its obligations under the Kemner Subordination Agreement; (vi) either
of the Fox Subordination Agreement or the Kemner Subordination Agreement is terminated or ceases, for any reason, to be in full
force and effect (other than as agreed in writing by Bank or in accordance with its express terms); (vii) there occurs a Beacon
Aguero Subordinated Debt Default which has not been waived in writing by Mr. Aguero; (viii) Mr. Aguero defaults under the Beacon
Aguero Subordination Agreement or Mr. Aguero denies his obligations under the Beacon Aguero Subordination Agreement; (ix) there
occurs a Beacon Noteholder Subordinated Debt Default which has not been waived in writing by the Beacon Subordinated Noteholders;
(x) any Beacon Subordinated Noteholder defaults under the Beacon Noteholder Subordination Agreement or any Beacon Subordinated
Noteholder denies his, her, or its obligations under the Beacon Noteholder Subordination Agreement; (xi) there occurs an Additional
Beacon Noteholder Subordinated Debt Default which has not been waived in writing by the Additional Beacon Subordinated Noteholders;
(xii) any Additional Beacon Subordinated Noteholder defaults under the Additional Beacon Noteholder Subordination Agreement or
any Additional Beacon Subordinated Noteholder denies his, her or its obligations under the Additional Beacon Noteholder Subordination
Agreement; (xiii) there occurs an Ninth Amendment Beacon Noteholder Subordinated Debt Default which has not been waived in writing
by the Ninth Amendment Beacon Subordinated Noteholders; (xiv) any Ninth Amendment Beacon Subordinated Noteholder defaults under
the Ninth Amendment Beacon Noteholder Subordination Agreement or any Ninth Amendment Beacon Subordinated Noteholder denies his,
or its obligations under the Ninth Amendment Beacon Noteholder Subordination Agreement; or (xv) any of the Beacon Aguero Subordination
Agreement, the Beacon Noteholder Subordination Agreement, the Additional Beacon Noteholder Subordination Agreement, or the Ninth
Amendment Beacon Noteholder Subordination Agreement is terminated or ceases, for any reason, to be in full force and effect (other
than as agreed in writing by Bank or in accordance with its express terms); or


 


1.10         Schedule
9.18 to the Financing Agreement is hereby amended in its entirety by substituting the document attached hereto as Schedule
9.18 in its place.


 


1.11         Exhibit
C to the Financing Agreement is hereby amended in its entirety by substituting the document attached hereto as Exhibit C
in its place.


 


2.          Consents
by Bank. Borrowers have requested that Bank consent to the Ninth Amendment Beacon Noteholder Subordinated Debt (as defined
in Section 1.1 of this Amendment), in an aggregate amount of up to $2,008,879.00 (the “Ninth Amendment Beacon Transaction”),
as required under the Financing Agreement and the other Loan Documents. Subject to the terms, and on the conditions, of this Amendment,
Bank hereby consents to the Ninth Amendment Beacon Transaction. The consent provided in this Section 2, either alone or
together with other consents which Bank may give from time to time, shall not, by course of dealing, implication or otherwise,
obligate Bank to consent to any other incurrence of Indebtedness otherwise prohibited by the Financing Agreement or the other Loan
Documents, in any case past, present or future, other than that specifically consented to by this Amendment, or reduce, restrict
or in any way affect the discretion of Bank in considering any future consent requested by Borrowers.


 



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3.          Conditions,
Other Documents; Covenant.


 


3.1           As
a condition precedent to the effectiveness of this Amendment and the consent delineated in Section 2 of this Amendment,
with the signing of this Amendment, Borrowers will deliver, or cause to be delivered, to Bank, all in form and substance satisfactory
to Bank: (i) the Ninth Amendment Beacon Noteholder Subordination Agreement, duly executed by the Ninth Amendment Beacon Subordinated
Noteholders; (ii) copies of each Convertible Note Purchase Agreement dated as of the Effective Date signed by each Ninth Amendment
Beacon Subordinated Noteholders, (iii) copies, certified by the Secretary of each Borrower, of resolutions of the Board of Directors
or managers, as applicable, of such Borrower, authorizing the execution of this Amendment and the other Ninth Amendment Documents
(as defined below) to which such Borrower is a party; (iv) the Reaffirmation of Guaranty and Security set forth after the signatures
below, duly executed by Parent; (v) a copy, certified by the Secretary of Parent, of resolutions of the Board of Directors of Parent,
authorizing the execution of the Reaffirmation of Guaranty and Security referenced in the immediately preceding clause; (vi) the
Reaffirmation of Subordination set forth after the signatures below, duly executed by Argentum; (vii) the Reaffirmation of Subordination
set forth after the signatures below, duly executed by Argentum, as agent on behalf of the Beacon Subordinated Noteholders; (viii)
the Reaffirmation of Subordination set forth after the signatures below, duly executed by Argentum, as agent on behalf of the Additional
Beacon Subordinated Noteholders; and (ix) such other documents, instruments, and agreements deemed necessary by Bank to effect
the amendments to Borrowers’ credit facilities with Bank contemplated by this Amendment.


 


3.2           Within
fifteen (15) days after the signing of this Amendment, Borrowers covenant and agree to deliver, or cause to be delivered, to Bank,
all in form and substance satisfactory to Bank: (i) copies of the executed Ninth Amendment Beacon Noteholder Subordinated Notes;
and (ii) copies of the Eighth Amendment Beacon Noteholder Subordinated Notes marked “cancelled”.


 


4.          Representations.
To induce Bank to accept this Amendment, Borrowers hereby represent and warrant to Bank as follows:


 


4.1           Each
Borrower has full power and authority to enter into, and to perform its obligations under, as applicable, this Amendment and the
other Loan Documents executed, amended, or amended and restated in connection herewith (collectively, the “Ninth Amendment
Documents”) and the execution and delivery of, and the performance of its obligations under and arising out of, each
applicable Ninth Amendment Document has been duly authorized by all necessary corporate or limited liability company action, as
applicable.


 


4.2           Each
Ninth Amendment Document, as applicable, constitutes the legal, valid and binding obligations of such Borrower enforceable in accordance
with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally.


 



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4.3           Each
of Borrowers’ representations and warranties contained in the Loan Documents are complete and correct in all material respects
as of the date of this Amendment with the same effect as though these representations and warranties had been made again on and
as of the date of this Amendment (except where such representations and warranties speak solely as of an earlier date), subject
to those changes as are not prohibited by, or do not constitute Events of Default under, the Financing Agreement.


 


4.4           No
Event of Default has occurred and is continuing under the Financing Agreement other than pursuant to Section 10.28 of the
Financing Agreement as a result of Borrowers’ violation of the Fixed Charge Coverage Ratio (as defined in Exhibit F
to the Financing Agreement) for the Fiscal Quarters ended June 30, 2011 and September 30, 2011. Borrowers acknowledge Lender’s
continued reservation of rights as provided in the letters from Lender to Borrowers and Parent dated August 8, 2011 and November
2, 2011 (collectively, the “Reservation of Rights Letters”) with respect to the Existing Defaults (as defined
in the respective Reservation of Rights Letters).


 


5.          Costs
and Expenses. As a condition of this Amendment, Borrowers will promptly on demand pay or reimburse Bank for the costs and
expenses incurred by Bank in connection with this Amendment, including, without limitation, Attorneys’ Fees.


 


6.          Release.
Each Borrower hereby releases Bank from any and all liabilities, damages and claims arising from or in any way related to the Obligations
or the Loan Documents, other than such liabilities, damages and claims which arise after the execution of this Amendment. The foregoing
release does not release or discharge, or operate to waive performance by, Bank of its express agreements and obligations stated
in the Loan Documents on and after the date of this Amendment.


 


7.          Default.
Any default by Borrowers in the performance of Borrowers’ obligations under this Amendment shall constitute an Event of Default
under the Financing Agreement.


 


8.          Continuing
Effect of the Financing Agreement; Security. Except as expressly amended hereby, all of the provisions of the Financing
Agreement are ratified and confirmed and remain in full force and effect. Borrowers and Bank hereby expressly intend that this
Amendment shall not in any manner: (a) constitute the refinancing, refunding, payment or extinguishment of the Obligations evidenced
by the existing Loan Documents; (b) be deemed to evidence a novation of the outstanding balance of the Obligations; or (c) replace,
impair, or extinguish the creation, attachment, perfection or priority of the Liens on the Loan Collateral granted pursuant to
the Loan Documents. Each Borrower ratifies and reaffirms any and all grants of Liens to Bank on the Loan Collateral as security
for the Obligations, and each Borrower acknowledges and confirms that the grants of the Liens to Bank on the Loan Collateral: (i)
represent continuing Liens on all of the Loan Collateral, (ii) secure all of the Obligations, and (iii) represent valid, first
and best Liens on all of the Loan Collateral except to the extent, if any, of the Permitted Liens.


 



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9.          One
Agreement; References; Fax Signature. The Financing Agreement, as amended by this Amendment, will be construed as one agreement.
All references in any of the Loan Documents to the Financing Agreement will be deemed to be references to the Financing Agreement
as amended by this Amendment. This Amendment may be signed by facsimile signatures or other electronic delivery of an image file
reflecting the execution thereof, and if so signed, (i) may be relied on by each party as if the documents were a manually signed
original and (ii) will be binding on each party for all purposes.


 


10.         Captions.
The headings to the Sections of this Amendment have been inserted for convenience of reference only and shall in no way modify
or restrict any provisions hereof or be used to construe any such provisions.


 


11.         Counterparts.
This Amendment may be executed in multiple counterparts, each of which shall be an original but all of which together shall constitute
one and the same instrument.


 


12.         Entire
Agreement. This Amendment, together with the other Loan Documents, sets forth the entire agreement of the parties with
respect to the subject matter of this Amendment and supersedes all previous understandings, written or oral, in respect of this
Amendment.


 


13.         Governing
Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Ohio (without
regard to Ohio conflicts of law principles).


 


14.         Reaffirmation
of Cross-Guaranty. Each Borrower hereby: (i) ratifies and reaffirms the Cross-Guaranty and (ii) acknowledges and agrees
that no Borrower is released from its obligations under the Cross-Guaranty by reason of this Amendment or the other Loan Documents
and that the obligations of each Borrower under the Cross-Guaranty extend, among other Obligations of Borrowers to Lender, to the
Obligations of Borrowers under this Amendment and other Loan Documents.


 


[Signature Page Follows]


 



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IN WITNESS WHEREOF,
this Amendment has been duly executed by Borrowers as of the Effective Date.


 


	 	ENVIRONMENTAL QUALITY

 MANAGEMENT, INC. 
	 	 	 
	 	By:	/s/ Robert R. Galvin
	 	 	Robert R. Galvin, Chief Financial Officer
	 	 	 
	 	EQ ENGINEERS, LLC
	 	 	 
	 	By:	/s/ Jack S. Greber
	 	 	Jack S. Greber, Manager


 


Accepted at Cincinnati, Ohio


as of the Effective Date.


 


	U.S. BANK NATIONAL ASSOCIATION
	 	 
	By: 	/s/ Aaron R. Sceva
	 	Aaron R. Sceva, Banking Officer