Exhibit 10.2
TERM LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Agreement") dated as of December 15, 2009 is by and
between RBS Citizens, National Association, successor by merger to Citizens Bank
of Massachusetts, with its principal address at 28 State Street, Boston,
Massachusetts 02110 (the "Bank"); and Chase Corporation, a Massachusetts
corporation with its principal address at 26 Summer Street, Bridgewater,
Massachusetts 02324 (the "Borrower").
Certain capitalized terms used herein
without definition in the text where utilized are defined in Article 12 hereof.
Whereas, the Borrower desires to obtain a $7,000,000 term loan from the Bank.
Whereas, the Bank is willing to provide such term loan as contemplated above,
subject to the terms and conditions of this Agreement.
Now therefore, the parties hereto, intending to be legally bound, and in
consideration of the foregoing and the mutual covenants contained herein, hereby
agree as follows:
SECTION 1.
TERM LOAN AMOUNT AND TERMS
1.1
LOAN AMOUNT.
PURSUANT TO THIS AGREEMENT,
THE BANK AGREES TO PROVIDE AS OF THE DATE HEREOF AN UNSECURED TERM LOAN TO THE
BORROWER IN THE AMOUNT OF SEVEN MILLION DOLLARS ($7,000,000) (THE "LOAN").TO BE
EVIDENCED BY A CERTAIN TERM NOTE (THE "NOTE") OF EVEN DATE HEREWITH BY BORROWER
TO THE BANK IN THE ORIGINAL PRINCIPAL AMOUNT OF THE COMMITMENT.
THE TERM LOAN
SHALL PROVIDE FUNDING FOR THE ACQUISITION OF THE BUSINESS OF SERVI-WRAP PIPE
COATINGS AND HENKEL TEROSON BAUTECHNIK CONSTRUCTION WATERPROOFING TAPES PRIVATE
LABEL BUSINESS CARRIED ON BY GRACE CONSTRUCTION PRODUCTS LIMITED, A LIMITED
COMPANY INCORPORATED IN ENGLAND AND WALES WITH COMPANY NUMBER 00614807 (THE
"TARGET"), AS OF THE DATE OF SUCH ACQUISITION (THE "TARGET ASSETS") BY BORROWER.
1.2
AVAILABILITY PERIOD.
THE LOAN IS AVAILABLE
FROM THE BANK ON OR ABOUT THE DATE OF THIS AGREEMENT AS A SINGLE DISBURSEMENT.
1.3
REPAYMENT TERMS.
(a)
The Borrower will make monthly interest and
principal payments under the Loan as set forth in the Note.
The Loan shall
mature three (3) years after the date of this Agreement upon which date the
entire remaining balance of the Loan, if any, shall be immediately due and
payable.
(b)
The Borrower may prepay the Loan in full or
in part at any time.
The prepayment will be applied to the most remote payment
of principal due under this Agreement.
1.4
CROSS-DEFAULT.
THE LOAN SHALL BE
CROSS-DEFAULTED WITH ALL OTHER OBLIGATIONS OF BORROWER (AND ITS SUBSIDIARIES TO
THE BANK, BANK OF AMERICA, N.A., ITS SUCCESSORS AND ASSIGNS ("BOA") AND ANY
OTHER LENDERS OF BORROWER AND ITS SUBSIDIARIES.
IF, AT ANY TIME DURING THE TERM
OF THIS AGREEMENT AND NOTWITHSTANDING THE MATURITY DATE SET FORTH IN THE NOTE,
AN EVENT OF DEFAULT SHALL EXIST UNDER ANY OF SUCH BORROWER'S OBLIGATIONS, BANK
SHALL BE ENTITLED, AT BANK'S SOLE ELECTION, TO ACCELERATE THE NOTE AND DEMAND
FULL PAYMENT OF ANY OUTSTANDING BALANCES DUE THEREUNDER.
1
SECTION 2.
FEES AND EXPENSES
2.1
LOAN FEE.
THE BORROWER AGREES TO PAY A LOAN
FEE IN THE AMOUNT OF 0.4% OF THE LOAN AMOUNT.
THIS FEE IS DUE ON THE DATE