Exhibit 10.1
ELEVENTH MODIFICATION OF OPEN-END MORTGAGE AND SECURITY AGREEMENT
This ELEVENTH Modification of Open-End Mortgage and Security
Agreement is made as of the 30th day of September, 2005, by and between PROJECT
DEVELOPMENT GROUP, INC., a Pennsylvania corporation, with an address of 0000
Xxxxxx Xxxx, Xxxxxxxx 000, Xxxxxxxxxx, Xxxxxxxxxxxx 00000 (hereinafter called
"MORTGAGOR") and SKY BANK, an Ohio banking institution, having an office at 000
Xxxx Xxxxxxxxxx Xxxxxx, Xxx Xxxxxx, Xxxxxxxxxxxx 00000 (hereinafter called
"MORTGAGEE").
WITNESSETH THAT:
WHEREAS, Mortgagor, PDG Environmental, Inc., Enviro-Tech
Abatement Services, Co. and PDG, Inc. (collectively, "BORROWERS") and Mortgagee
entered into that certain Loan Agreement dated as of August 3, 2000, as amended
by that certain Amendment to Loan Agreement dated as of June 14, 2001, that
certain Second Amendment to Loan Agreement dated as of May 6, 2002, that certain
Third Amendment to Loan Agreement dated as of August 30, 2002, that certain
Fourth Amendment to Loan Agreement dated as of December 31, 2002, that certain
Fifth Amendment to Loan Agreement dated as of February 28, 2003, that certain
Sixth Amendment to Loan Agreement dated as of July 22, 2003, that certain
Seventh Amendment to Loan Agreement dated as of January 28, 2004, that certain
Eighth Amendment to Loan Agreement dated July 8, 2004, that certain Ninth
Amendment to Loan Agreement dated November 3, 2004, that certain Tenth Amendment
to Loan Agreement dated December 21, 2004, as further amended by letter
agreement dated June 13, 2005 and that certain Eleventh Amendment to Loan
Agreement dated June 22, 2005, (collectively, the "CREDIT AGREEMENT"), pursuant
to which Mortgagee agreed to make loans and credit accommodations to Borrowers
(collectively, the "LOANS"); and
WHEREAS, in accordance with the provisions of the Credit
Agreement, Mortgagor executed that certain Open-End Mortgage and Security
Agreement in favor of Mortgagee dated August 3, 2000 and recorded on August 9,
2000 in the Office of the Recorder of Deeds of Xxxxxxxxxxxx County, Pennsylvania
at Mortgage Book Volume 4944, Page 266, as modified by that certain Modification
of Open-End Mortgage and Security Agreement dated June 14, 2001 and recorded on
July 17, 2001 in the Office of the Recorder of Deeds of Xxxxxxxxxxxx County,
Pennsylvania at Instrument No. 200107030034685, that certain Second Modification
of Open End Mortgage dated May 6, 2002 and recorded May 13, 2002 in the Office
of the Recorder of Deeds of Xxxxxxxxxxxx County, Pennsylvania at Instrument No.
200205130032431, that certain Third Modification of Open End Mortgage and
Security Agreement dated as of August 30, 2002 and recorded September 30, 2002
in the Office of the Recorder of Deeds of Xxxxxxxxxxxx County, Pennsylvania at
Instrument No. 200209300062822, that certain Fourth Modification of Open End
Mortgage and Security Agreement dated as of February 28, 2003 and recorded March
13, 2003 in the Office of the Recorder of Deeds of Xxxxxxxxxxxx County,
Pennsylvania at Instrument No. 200303130019873, that certain Fifth Modification
of Open End Mortgage and Security Agreement dated as of July 22, 2003, and
recorded August 8, 2003 in the Recorder of
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Deeds of Xxxxxxxxxxxx County, Pennsylvania at Instrument No. 200308080064445,
that certain Sixth Modification of Open End Mortgage and Security Agreement
dated as of January 28, 2004 and recorded February 12, 2004 in the Recorder of
Deeds of Xxxxxxxxxxxx County, Pennsylvania at Instrument No. 200402120008111,
that certain Seventh Modification of Open End Mortgage and Security Agreement
dated as of July 8, 2004 and recorded July 21, 2004 in the Recorder of Deeds of
Xxxxxxxxxxxx County, Pennsylvania at Instrument No. 200407210043970, that
certain Eighth Modification of Open End Mortgage and Security Agreement dated as
of November 3, 2004 and recorded November 8, 2004 in the Recorder of Deeds of
Xxxxxxxxxxxx County, Pennsylvania at Instrument No. 200411080066060, that
certain Ninth Modification of Open End Mortgage and Security Agreement dated as
of December 21, 2004 and recorded December 29, 2004 in the Recorder of Deeds of
Xxxxxxxxxxxx County, Pennsylvania at Instrument No. 200412290075990, and that
certain Tenth Modification of Open End Mortgage and Security Agreement dated as
of June 22, 2005 and recorded July 18, 2005 in the Recorder of Deeds of
Xxxxxxxxxxxx County, Pennsylvania at Instrument No. 200507180036154
(collectively, the "MORTGAGE") granting a mortgage lien to Mortgagee on that
certain property and improvements located thereon which is described on Exhibit
"A" thereto, in order to secure the payment of the principal of and interest on,
inter alia, the Loans; and
WHEREAS, Mortgagor and Mortgagee desire to amend the Mortgage to
reflect, among other things, the amendment of the Credit Agreement by that
certain Twelfth Amendment to Loan Agreement dated the date hereof (the
"AMENDMENT") pursuant to which Mortgagee has agreed at Borrowers' request to
increase the aggregate principal amount of the Facility D Loans to $11,000,000
through the issuance of the Fifth Amended and Restated Facility D Note ("AMENDED
FACILITY D NOTE"). The Credit Agreement as amended by the Twelfth Amendment
shall be referred to herein as the "AGREEMENT".
NOW, THEREFORE, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. The definition of "Debt" contained in the fourth (4th)
"Whereas" clause of the Mortgage shall include in addition to all other items of
"Debt" set forth therein, all advances made by Mortgagee to Mortgagor under the
Facility D Loan (as increased by the Amendment), and the definition of "Note" or
"Notes" shall include, without limitation, the Amended Facility D Note.
2. The Mortgage as amended hereby is given for the purpose of
securing the Debt, as described above, and loan advances which Mortgagee may
make to Mortgagor pursuant and subject to the terms and provisions of the
Agreement, which Agreement is incorporated herein and made a part hereof by this
reference. The parties hereto intend that, in addition to any other obligations
secured hereby, the Mortgage as amended hereby shall secure unpaid balances of
loan advances made after this Modification of Mortgage is delivered to the
Recorder of Deeds of Xxxxxxxxxxxx County, Pennsylvania for record, whether made
pursuant to an obligation of Mortgagee or otherwise.
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3. All references in the Mortgage to "Agreement" shall refer to
the Agreement as described herein.
4. The recitals set forth above at the beginning of this
Eleventh Modification to Open-End Mortgage and Security Agreement are hereby
fully incorporated by reference.
5. Except as expressly amended hereby, all of the terms,
provisions and conditions of the Mortgage shall remain in full force and effect
and shall be applicable hereto and are incorporated herein by reference thereto
and made a part hereof.
IN WITNESS WHEREOF, the Mortgagor and the Mortgagee have
executed this Eleventh Modification of Mortgage as of the day and year first
above written.
WITNESS: PROJECT DEVELOPMENT GROUP, INC.
/s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, President
WITNESS: SKY BANK
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
Vice President
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