Exhibit 10.4


 


SEVENTH AMENDMENT 


TO


AMENDED AND RESTATED LOAN AGREEMENT


 


THIS AMENDMENT (the “Amendment”) is
made as of February 1, 2005 by and between CHASE CORPORATION (the “Borrower”); and 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 increase the Revolving Commitment and extend the Expiration
Date.


 


C.            Subject
to certain terms and conditions, the Bank is willing to agree to the same, all
as hereinafter 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 definitions of “Expiration
Date” and “Revolving Commitment” as set forth below:


 


“Expiration
Date” – March 31, 2007.


 


“Revolving Commitment” – $10,000,000.


 


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 bylaws 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 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 obligations 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;


 


(ii)  An amendment to the Amended and Restated Revolving
Credit Note evidencing the increased Revolving Commitment; and


 


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


 


2





















 


(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 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 day and year first above written.


 


	
   

  	
  CHASE
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  // Everett
  Chadwick

  	
   

  
	
   

  	
   

  	
  Name: Everett
  Chadwick

  
	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FLEET
  NATIONAL BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  // Peter
  McCarthy

  	
   

  
	
   

  	
   

  	
  Name: Peter
  McCarthy

  
	
   

  	
   

  	
  Title: Senior
  Vice President

  
					



 


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