EX-10.8.4






EXHIBIT 10.8.4



THIS SEVENTH AMENDED AND RESTATED FACILITY D NOTE IS AN AMENDMENT, RESTATEMENT, MODIFICATION AND
INCREASE, BUT NOT A NOVATION, OF THE SIXTH AMENDED AND RESTATED FACILITY D NOTE BY THE BORROWERS IN
FAVOR OF THE BANK DATED JUNE 9, 2006. THIS SEVENTH AMENDED AND RESTATED FACILITY D NOTE
CONSOLIDATES AND REPLACES THE EXISTING FACILITY D NOTE.




SEVENTH AMENDED AND RESTATED FACILITY D NOTE




	 	 	 
	$16,500,000.00

	 	Pittsburgh, Pennsylvania

October 16, 2008






     FOR VALUE RECEIVED, the undersigned, PDG Environmental, Inc., a Delaware corporation, Project
Development Group, Inc., a Pennsylvania corporation, Enviro-Tech Abatement Services, Co., a North
Carolina corporation, and PDG, Inc., a Pennsylvania corporation (collectively, “Initial
Borrowers”), Flagship Restoration, Inc., a Delaware corporation (“Flagship”) and Servestec, Inc.,
a Florida corporation (“Servestec"( (Initial Borrowers, Flagship and Servestec, collectively, the
“Borrowers”) hereby jointly and severally promise to pay to the order of The Huntington National
Bank, successor in interest to Sky Bank, having an office at Pitt Times Building, 336 Fourth
Avenue, Suite 2, Pittsburgh, Pennsylvania 15222 (“Bank”), on or before the Facility D Expiry Date,
and at such earlier dates as may be required by the Loan Agreement (as defined below), the lesser
of (i) the principal sum of Sixteen Million Five Hundred Thousand and 00/100 Dollars
($16,500,000.00), or (ii) the aggregate unpaid principal amount of all Facility D Loans made by
Bank to Borrower pursuant to the Loan Agreement. Borrowers hereby further jointly and severally
promise to pay to the order of Bank interest on the unpaid principal amount of this Seventh Amended
and Restated Facility D Note from time to time outstanding at the rate or rates per annum
determined pursuant to Article II of, or as otherwise provided in, the Loan Agreement, and with
such amounts being payable on the dates set forth in Article II of, or as otherwise provided in,
the Loan Agreement.



     All payments and prepayments to be made in respect of principal, interest, or other amounts
due from Borrowers under this Seventh Amended and Restated Facility D Note shall be payable at
12:00 noon, Pittsburgh, Pennsylvania time, on the day when due, without presentment, demand,
protest or notice of any kind, all of which are expressly waived, and an action therefor shall
immediately accrue. All such payments shall be made to Bank at its designated office located at
Pitt Times Building, 336 Fourth Avenue, Suite 2, Pittsburgh, Pennsylvania 15222, in lawful money of
the United States of America in immediately available funds without setoff, counterclaim or other
deduction of any nature.



     Except as otherwise provided in the Loan Agreement, if any payment of principal or interest
under this Seventh Amended and Restated Facility D Note shall become due on a day which is not a
Business Day, such payment shall be made on the next following Business Day
and such extension of time shall be included in computing interest in connection with such payment.



 









 





     This Seventh Amended and Restated Facility D Note is one of the Notes referred to in, and is
entitled to the benefits of, that certain Amended and Restated Loan Agreement of even date herewith
by and between Borrowers and Bank (as such agreement may be amended, modified or supplemented from
time to time, the “Loan Agreement”), which among other things, provides for the acceleration of the
maturity hereof upon the occurrence of certain events and may provide for prepayments in certain
circumstances and upon certain terms and conditions. This Seventh Amended and Restated Facility D
Note is secured by, and is entitled to the benefits of, the Loan Documents, as the same may be
amended, modified or supplemented from time to time. Capitalized terms used in this Seventh
Amended and Restated Facility D Note which are defined in the Loan Agreement shall have the
meanings assigned to them therein unless otherwise defined in this Seventh Amended and Restated
Facility D Note.



     This Seventh Amended and Restated Facility D Note shall be governed by, and shall be construed
and enforced in accordance with, the laws of the Commonwealth of Pennsylvania without regard to the
principles of the conflicts of laws thereof. Each Borrower hereby consents to the jurisdiction and
venue of the Court of Common Pleas of Allegheny County, Pennsylvania and the United States District
Court for the Western District of Pennsylvania with respect to any suit arising out of, relating to
or mentioning this Seventh Amended and Restated Facility D Note.



	 	 	 
	 
	CONFESSION OF JUDGMENT. EACH BORROWER HEREBY
IRREVOCABLY AUTHORIZES AND EMPOWERS THE PROTHONOTARY,
ANY ATTORNEY OR ANY CLERK OF ANY COURT OF RECORD, TO
APPEAR FOR AND CONFESS JUDGMENT AGAINST SUCH BORROWER,
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, FOR SUCH
SUMS AS ARE DUE AND/OR MAY BECOME DUE UNDER THIS
SEVENTH AMENDED AND RESTATED FACILITY D NOTE, THE LOAN
AGREEMENT AND THE OTHER LOAN DOCUMENTS, WITH OR WITHOUT
DECLARATION, WITH COSTS OF SUIT, WITHOUT STAY OF
EXECUTION AND WITH AN AMOUNT EQUAL TO TEN PERCENT (10%)
OF THE AMOUNT OF SUCH JUDGMENT, BUT NOT LESS THAN ONE
THOUSAND DOLLARS ($1,000), ADDED FOR ATTORNEYS’
COLLECTION FEES. NOTWITHSTANDING THE ATTORNEY’S
COMMISSION PROVIDED FOR IN THE PRECEDING SENTENCE
(WHICH IS INCLUDED IN THE WARRANT FOR PURPOSES OF
ESTABLISHING A SUM CERTAIN), THE AMOUNT OF ATTORNEYS’
FEES THAT THE BANK MAY RECOVER FROM SUCH BORROWER SHALL
NOT EXCEED THE ACTUAL ATTORNEYS’ FEES INCURRED BY THE
BANK. TO THE EXTENT PERMITTED BY LAW, EACH BORROWER
RELEASES ALL ERRORS IN SUCH PROCEEDINGS. IF A COPY OF
THIS SEVENTH AMENDED AND RESTATED FACILITY D NOTE,
VERIFIED BY AFFIDAVIT BY OR ON BEHALF OF THE HOLDER OF
THIS SEVENTH AMENDED AND RESTATED FACILITY D NOTE SHALL
HAVE BEEN FILED IN SUCH ACTION, IT SHALL NOT BE
NECESSARY TO FILE THE ORIGINAL SEVENTH AMENDED AND
RESTATED FACILITY D NOTE AS A WARRANT OF ATTORNEY. THE
AUTHORITY AND POWER TO APPEAR FOR AND CONFESS JUDGMENT
AGAINST BORROWERS SHALL NOT BE EXHAUSTED BY THE INITIAL
EXERCISE THEREOF AND MAY BE EXERCISED AS OFTEN AS THE

	 	Borrowers Initials


     /s/ JCR     



     /s/ JCR     


     /s/ JCR     


     /s/ JCR     


     /s/ JCR     


     /s/ JCR     








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	HOLDER SHALL FIND IT NECESSARY AND DESIRABLE AND THIS
SEVENTH AMENDED AND RESTATED FACILITY D NOTE SHALL BE A
SUFFICIENT WARRANT THEREFOR. THE HOLDER HEREOF MAY
CONFESS ONE OR MORE JUDGMENTS IN THE SAME OR DIFFERENT
JURISDICTIONS FOR ALL OR ANY PART OF THE AMOUNT OWING
HEREUNDER, WITHOUT REGARD TO WHETHER JUDGMENT HAS
THERETOFORE BEEN CONFESSED ON MORE THAN ONE OCCASION
FOR THE SAME AMOUNT. IN THE EVENT ANY JUDGMENT
CONFESSED AGAINST ANY BORROWER HEREUNDER IS STRICKEN OR
OPENED UPON APPLICATION BY OR ON SUCH BORROWER’S BEHALF
FOR ANY REASON, HOLDER IS HEREBY AUTHORIZED AND
EMPOWERED TO AGAIN APPEAR FOR AND CONFESS JUDGMENT
AGAINST SUCH BORROWER FOR ANY PART OR ALL OF THE
AMOUNTS OWING HEREUNDER, AS PROVIDED FOR HEREIN, IF
DOING SO WILL CURE ANY ERRORS OR DEFECTS IN SUCH PRIOR
PROCEEDINGS.
	 	 
	 
	WAIVER OF TRIAL BY JURY. EACH BORROWER EXPRESSLY,
KNOWINGLY AND VOLUNTARILY WAIVES ALL BENEFIT AND
ADVANTAGE OF ANY RIGHT TO A TRIAL BY JURY, AND IT WILL
NOT AT ANY TIME INSIST UPON, OR PLEAD OR IN ANY MANNER
WHATSOEVER CLAIM OR TAKE THE BENEFIT OR ADVANTAGE OF A
TRIAL BY JURY IN ANY ACTION ARISING IN CONNECTION WITH
THIS SEVENTH AMENDED AND RESTATED FACILITY D NOTE, THE
LOAN AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.

	 	Borrowers Initials


     /s/ JCR     

     /s/ JCR     

     /s/ JCR     

     /s/ JCR     

     /s/ JCR     

     /s/ JCR     

	 





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NOTICE - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO
NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE
POWERS OF A COURT CAN BE USED AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS,
FAILURE ON ITS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.




     IN WITNESS WHEREOF, and intending to be jointly and severally and legally bound hereby, each
Borrower, by its duly authorized officers, has executed, issued and delivered this Seventh Amended
and Restated Facility D Note in Pittsburgh, Pennsylvania on the day and year written above.



	 	 	 	 	 
	ATTEST:	 	PDG Environmental, Inc.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John C. Regan
	 

	 	 	 	 
	Secretary

	 	Title:
	 	Chairman
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	ATTEST:	 	Project Development Group, Inc.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John C. Regan
	 

	 	 	 	 
	Secretary

	 	Title:
	 	President
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	ATTEST:	 	Enviro-Tech Abatement Services, Co.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John C. Regan
	 

	 	 	 	 
	Secretary

	 	Title:
	 	President
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	ATTEST:	 	PDG, Inc.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John C. Regan
	 

	 	 	 	 
	Secretary

	 	Title:
	 	President
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	ATTEST:	 	Flagship Restoration, Inc.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John C. Regan
	 

	 	 	 	 
	Secretary

	 	Title:
	 	President
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	ATTEST:	 	Servestec, Inc.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John C. Regan
	 

	 	 	 	 
	Secretary

	 	Title:
	 	President
	 

	 	 	 	 






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