EXHIBIT 10.35


 


EIGHTH AMENDMENT 


TO


AMENDED AND RESTATED LOAN AGREEMENT


 


THIS AMENDMENT (the “Amendment”) is
made as of October 12, 2005 by and between CHASE CORPORATION (the “Borrower”); and BANK OF AMERICA, N.A., 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 (i) amend the debt service coverage ratio, and (ii) obtain
the consent of the Bank to the Borrower’s incurrence of certain indebtedness in
favor of Citizens Bank of Massachusetts.


 


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.


 


A.            Debt
Service Coverage Ratio.  Section 3.8
of the Loan Agreement is hereby amended and restated in its entirety as
follows:


 


“3.8.        Debt
Service Coverage Ratio.  Commencing
with the fiscal quarter ended May 31, 2005, and continuing thereafter at
each August 31, November 30 and February 28 for the twelve-month
period ending on such date, the Borrower will not permit the ratio of Operating
Cash Flow to Debt Service to be less than 1.25:1.00.”


 


B.            Indebtedness.  Section 4.1 of the Loan Agreement is
hereby amended to delete the period at the end of Section 4.1(g), to
substitute therefor “; and”, and to add a new subsection (h) as
follows:


 


“(h)         unsecured
term Indebtedness of the Borrower owed to Citizens Bank of Massachusetts in an
aggregate principal amount not to exceed $8,500,000


 





















 


(but
no refinancings, refundings, renewals or extensions thereof without the prior
written consent of the Bank), the proceeds of which shall be used solely for
the acquisition of Concoat Holdings, Ltd.”


 


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:


 


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(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)           As
provided in the Loan Agreement, the Borrower agrees to reimburse the Bank upon
demand for all out-of-pocket costs, charges, liabilities, taxes and expenses of
the Bank (including reasonable fees and disbursements of counsel to the Bank)
in connection with the (i) preparation, negotiation, interpretation,
execution and delivery of this Amendment and any other agreements, instruments
and documents executed pursuant or relating hereto, and (ii) any
enforcement hereof.


 


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


 


(c)           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.  Delivery of an executed signature page of
this Amendment by facsimile transmission shall be effective as an in-hand
delivery of an original executed counterpart thereof.


 


**The next page is the signature
page**


 


3





















 


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:

  	
    /s/
  Everett Chadwick

  	
   

  
	
   

  	
   

  	
  Name: Everett
  Chadwick

  
	
   

  	
   

  	
  Title:
  Treasurer & CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF
  AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  



 


	
   

  	
  By:

  	
    /s/
  Peter McCarthy

  	
   

  
	
   

  	
   

  	
  Name: Peter
  McCarthy

  
	
   

  	
   

  	
  Title: Senior
  Vice President

  



 


CONSENT AND CONFIRMATION OF GUARANTOR


 


The
undersigned Guarantor does hereby acknowledge and consent to the execution,
delivery and performance of the within foregoing Amendment, confirms the
continuing effect of such Guarantor’s guarantee of the Borrower Obligations
after giving effect to the foregoing Amendment, and agrees to the provisions of
the within and foregoing Amendment.


 


Accepted
and agreed to as of October 12, 2005:


 


 


	
   

  	
  CHASE
  FACILE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Everett Chadwick

  	
   

  
	
   

  	
   

  	
  Name: Everett
  Chadwick

  
	
   

  	
   

  	
  Title:
  Treasurer & CFO