**Exhibit 10.1**

 

**FIRST AMENDMENT**

**TO**

**SECOND AMENDED AND RESTATED LOAN AGREEMENT**

 

**This First Amendment**(this “Amendment”) is madeas of June 8, 2010 between CHASE CORPORATION (the “Borrower”) and BANK OFAMERICA, N.A., a national banking association as successor by merger to FleetNational Bank****(f/k/a BankBoston,N.A. and The First National Bank of Boston) (the “Bank”).

 

**RECITALS**

 

A.                                   The Bank andthe Borrower entered into a Loan and Security Agreement dated on or about April 11,1991, which was thereafter amended, and as of October 31, 2001 enteredinto a First Amended and Restated Loan Agreement, which was thereafter amended,and as of September 4, 2009 entered into a Second Amended and RestatedLoan Agreement (the “Loan Agreement”), providing for revolving loans by theBank to the Borrower and for various term loans by the Bank to theBorrower.  Capitalized terms used hereinwithout definition shall have the meanings assigned to them in the LoanAgreement.

 

B.                                     The Borrowerdesires to extend the Facility No. 1 Expiration Date of the Facility No. 1Commitment for a line of credit, to modify the interest rate, and to amend acertain definition, as provided in the Loan Agreement.

 

C.                                     Subject tocertain terms and conditions, the Bank is willing to agree to extend the FacilityNo. 1 Expiration Date, to modify the interest rate, and to amend a certaindefinition, as hereinafter expressly set forth.

 

**NOW THEREFORE,** for good and valuableconsideration, the receipt and sufficiency of which is hereby acknowledged, theparties hereto agree as follows:

 

1.                                       **Amendments to Loan Agreement****.**

 

(a)                                  Section 1.2of the Loan Agreement is amended by deleting the first sentence of such sectionand substituting the following therefore:

 

“Theline of credit is available between the date of this Agreement and March 31,2013, or such earlier date as the availability may terminate as provided inthis Agreement (the “Facility No. 1 Expiration Date”).”

 

(b)                                 Section 1.4of the Loan Agreement is amended by deleting the first sentence of such sectionand substituting the following therefore:

 

“Theinterest rate is a rate per year equal to the sum of the “LIBOR Daily FloatingRate” plus 1.50 percentage points.”

 

(c)                                  Section 1.5(a) ofthe Loan Agreement is amended by deleting said section and substituting thefollowing therefore:

 

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“(a)                            The LIBOR Rateplus 1.50 percentage points.”

 

(d)                             The definitionof “Operating Cash Flow” in Section 12 of the Loan Agreement is amended bydeleting such definition and substituting the following therefor:

 

““OperatingCash Flow”  For any period, EarningsBefore Interest and Taxes plus depreciation and amortization for such period,minus unfinanced Capital Expenditures and dividends paid or incurred duringsuch period, and minus any cash taxes paid.”

 

2.                                       **No Further Amendments**.  Except as specifically amended hereby, theLoan Agreement shall remain otherwise unmodified and in full force and effectand is hereby ratified and affirmed in all respects.

 

3.                                       **Certain Representations of the Borrower**.  As a material inducement to the Bank to enterinto this Amendment, the Borrower represents and warrants to the Bank, aftergiving effect to this Amendment, as follows:

 

(a)               The execution and delivery of this Amendmenthas been duly authorized by all requisite corporate action on the part of theBorrower and will not violate any provision of law, any order, judgment ordecree of any court or other agency of government, or the articles or by-lawsof the Borrower or any indenture, agreement or other instrument to which theBorrower is bound, or be in conflict with, or result in a breach of, orconstitute (with due notice or lapse of time or both) a default under, orresult in the creation or imposition of any lien, charge or encumbrance of anynature whatsoever upon any of the property or assets of the Borrower pursuantto, any such indenture, agreement or instrument.

 

(b)              The representations and warranties contained in theLoan Agreement are true and correct in all material respects on and as of thedate of this Amendment as though made at and as of such date (except to theextent that such representations and warranties expressly relate to an earlierdate or except to the extent variations therefrom have been permitted under theterms of the Loan Agreement or otherwise permitted in writing by theBank).  No material adverse change hasoccurred in the assets, liabilities, financial condition, business or prospectsof the Borrower from that disclosed in the annual certified financialstatements most recently furnished to the Bank. No event of default or condition or event that, but for the requirementthat time elapse or notice be given or both, would constitute an event ofdefault, has occurred or is continuing.

 

(c)               This Amendment constitutes the legal, validand binding obligation of the Borrower, enforceable against the Borrower inaccordance with its terms, subject to bankruptcy, insolvency, reorganization,moratorium and similar laws affecting the rights and remedies of creditorsgenerally or the application of principles of equity, whether in any action atlaw or proceeding in equity, and subject to the availability of the remedy ofspecific 

 

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performanceor of any other equitable remedy or relief to enforce any right thereunder.

 

4.                                       **Conditions**.  Thewillingness of the Bank to agree to the foregoing is subject to the followingconditions:

 

(a)               The Borrower shall have executed anddelivered to the Bank (or shall have caused to be executed and delivered to theBank by the appropriate persons) the following:

 

(i)  This Amendment and

 

(ii)  Such other supporting documents andcertificates as the Bank or its counsel may reasonably request.

 

(b)              All legal matters incident to the transactionscontemplated hereby shall be satisfactory to counsel for the Bank.

 

5.                    **Miscellaneous**.

 

(a)               This Amendment shall be governed by andconstrued in accordance with the laws of the Commonwealth of Massachusetts.

 

(b)              This Amendment may be executed by the parties heretoin several counterparts hereof and by the different parties hereto on separatecounterparts hereof, all of which counterparts shall together constitute oneand the same agreement.

 

**IN WITNESS WHEREOF**, the Bank and the Borrowerhave caused this Amendment to be duly executed as a sealed instrument by theirduly authorized representatives, all as of the date and year first abovewritten.

 
| ** ** | **CHASE CORPORATION**            |
|------------|----------------------------------|
| ** ** | ** **                       |
|       |                             |
|       | By:                              | /s/  Kenneth L. Dumas |
|       | Name:  Kenneth L Dumas           |
|       | Title:  CFO & Treasurer |
|       |                             |
| ** ** | **BANK OF AMERICA, N.A.**        |
|       |                             |
|       |                             |
|       | By:                              | /s/  Peter McCarthy |
|       | Name:  Peter McCarthy            |
|       | Title:  Senior Vice President    |

 

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ACKNOWLEDGMENT OF GUARANTORS

 

Inconnection with the Loan Agreement as amended hereby, the Guarantors eachhereby (a) consent to all of the terms and conditions of the LoanAgreement as amended hereby and of the other documents executed in connectiontherewith, (b) ratifies and reaffirms all of the terms and provisions ofthe Guaranty and each of the other Loan Documents to which such Guarantor is aparty, and (c) acknowledges and agrees that the indebtedness, liabilities andobligations of the Borrower to Bank which such Guarantor has guaranteed underthe Guaranty includes, without limitation, all of the indebtedness of theBorrower to the Bank under the Loan Agreement as amended hereby and suchGuaranty remains in full force and effect.

 

INWITNESS WHEREOF, the Guarantors have caused this Amendment to be duly executedas a sealed instrument by their duly authorized representatives, all as of thedate and year first above written.

 
| Witness:            |   | RWA, Inc.                            |
|---------------------|--------|-------------------------------------------|
|                |   |                                      |
| /s/  Paula M. Myers |   | By:                                       | /s/  Peter R. Chase (seal) |
|                |   | Typed  Name                               | Peter  R. Chase |
|                |   | Title                                     | CEO &  Sole Director |
|                |   |                                      |
|                |   |                                      |
| Witness:            |   | Chase  Facile, Inc..                 |
|                |   |                                      |
| /s/  Paula M. Myers |   | By:                                       | /s/  Peter R. Chase (seal) |
|                |   | Typed  Name                               | Peter  R. Chase |
|                |   | Title                                     | CEO &  Sole Director |
|                |   |                                      |
|                |   |                                      |
| Witness:            |   | Capital  Services of New York, Inc.. |
|                |   |                                      |
| /s/  Paula M. Myers |   | By:                                       | /s/  Peter R. Chase (seal) |
|                |   | Typed  Name                               | Peter  R. Chase |
|                |   | Title                                     | CEO &  Sole Director |
|                |   |                                      |
|                |   |                                      |
| Witness:            |   | C.I.M.  Industries, Inc..            |
|                |   |                                      |
| /s/  Paula M. Myers |   | By:                                       | /s/  Peter R. Chase (seal) |
|                |   | Typed  Name                               | Peter  R. Chase |
|                |   | Title                                     | CEO &  Sole Director |
|                     |        |                                           |  |  |

 

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