Exhibit 10.5


 


SECOND AMENDMENT


TO


AMENDED AND RESTATED REVOLVING CREDIT NOTE


 


This
Amendment is entered into as of February 1, 2005 by and between CHASE CORPORATION, a Massachusetts
corporation (the “Borrower”), and FLEET
NATIONAL BANK, a
national banking association (the “Bank”).


 


WHEREAS,
the Bank and the Borrower entered into a certain loan arrangement on October 31,
2001, as amended, which is evidenced, in part, by a certain Amended and
Restated Revolving Credit Note dated October 31, 2001, as amended (the “Revolving
Note”) made by the Borrower payable to the order of the Bank in the
principal amount of $7,000,000 and a certain First Amended and Restated Loan
Agreement dated October 31, 2001, as amended, between the Borrower and the
Bank (the “Loan Agreement”); and


 


WHEREAS,
the Bank and the Borrower have on this date amended the Loan Agreement pursuant
to a certain Seventh Amendment to First Amended and Restated Loan Agreement;
and


 


WHEREAS,
the Borrower and the Bank are desirous of amending the Revolving Note in the
manner set forth below.


 


NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Borrower and the Bank agree as follows:


 


1.             Effective
as of the date first written above, the $7,000,000 principal amount of the
Revolving Note reflected in the upper left hand corner thereof shall be deemed
amended to read “$10,000,000”.


 


2.             The
Revolving Note is hereby further amended, effective as of the date first
written above, by deleting the first paragraph thereof in its entirety and
replacing it with the following:


 


“FOR VALUE RECEIVED, CHASE CORPORATION, a
Massachusetts corporation (the “Borrower”), hereby promises to pay to the order
of FLEET NATIONAL BANK (the “Bank”) the principal amount of Ten Million Dollars
($10,000,000.00) or such portion thereof as may be advanced by the Bank
pursuant to §1.2 of that First Amended and Restated Loan Agreement dated as of October 31,
2001 between the Bank and the Borrower, as amended, restated, supplemented,
replaced or otherwise modified from time to time (the “Loan Agreement”) and
remains outstanding from time to time hereunder (“Principal”), with interest,
at the rate hereinafter set forth, on the daily balance of all unpaid
Principal, from the date hereof until payment in full of all Principal and
interest hereunder.  Terms defined in the
Loan Agreement are used herein with the meanings so defined.”


 





















 


3.             Except
as specifically provided herein, all terms and conditions of the Revolving Note
shall remain in full force and effect and are hereby ratified and
confirmed.  This Amendment constitutes an
amendment to and modification of the Revolving Note and not a refinancing
thereof.  On and after the date hereof,
each reference in the Revolving Note to “this Note”, “hereunder”, “hereof” or
words of like import referring to the Revolving Note, shall mean and be a
reference to the Revolving Note as amended by this Amendment, and each
reference in any loan documents between the Borrower and the Bank to the Revolving
Note, “thereunder”, “thereof” or words of like import referring to the
Revolving Note shall mean a reference to the Revolving Note as amended by this
Amendment.


 


4.             This
Amendment may be executed by the parties hereto in several counterparts hereof
and by the different parties hereto on separate counterparts hereof, all of
which counterparts shall together constitute one and the same agreement


 


This
Amendment shall take effect as a sealed instrument under the laws of the
Commonwealth of Massachusetts as of the date first written above.


 


 


	
   

  	
  CHASE
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  // Everett
  Chadwick

  	
   

  
	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FLEET
  NATIONAL BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  // Peter
  McCarthy

  	
   

  
	
   

  	
   

  	
  Senior Vice
  President

  
						



 


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