EXHIBIT 10.2
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (this "Agreement") is entered into as of the
22nd day of June, 2005 to be effective as of the 18th day of May, 2005 (the
"Effective Date"), by and between XXXX X. XXXXX, an individual residing in
Allegheny County (the "Guarantor") and SKY BANK, an Ohio banking institution,
having an office at 000 Xxxx Xxxxxxxxxx Xxxxxx, Xxx Xxxxxx, Xxxxxxxxxxxx 00000
("Bank").
WHEREAS, Project Development Group, Inc., PDG Environmental, Inc.,
Enviro-Tech Abatement Services, Co. and PDG, Inc. (collectively, "Borrowers")
and Bank 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, and that certain Eleventh
Amendment to Loan Agreement dated as of the date hereof (collectively, the
"Credit Agreement"), pursuant to which Bank agreed to make loans and credit
accommodations to Borrowers (collectively, the "Loans"); and
WHEREAS, as a condition precedent to make the Loans pursuant to the
Credit Agreement, Guarantor entered into that certain Guaranty and Suretyship
Agreement dated August 3, 2000 ("Guaranty Agreement") for the benefit of Bank;
and
WHEREAS, the parties hereto desire to terminate the Guaranty Agreement
and release Guarantor from the obligations thereunder.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto hereby agree as follows:
1. Recitals. The recitals set forth above are fully incorporated herein
by reference.
2. Termination of Guaranty Agreement Guarantor and Bank hereby agree
and acknowledge that, as of the Effective Date, the Guaranty Agreement is
terminated in its entirety and of no further effect and that all of the
respective rights and obligations of the Guarantor arising from and under the
Guaranty Agreement are extinguished as of the Effective Date.
3. Counterpart Execution. This Agreement may be executed in one or more
counterparts, each of which when so executed and delivered shall be deemed an
original, but all of which taken together shall constitute but one and the same
instrument. The executed counterparts of this Agreement may be transmitted via
facsimile and such facsimile delivery shall be as effective as delivery of
original counterparts of this Agreement.
4. Further Assurances. The Bank and Guarantor mutually agree to
cooperate at all times from and after the date hereof with respect to any of the
matters described herein, and to execute such further documents as may be
reasonably requested for the purpose of giving effect to, evidencing or giving
notice of the termination and release evidenced hereby.
5. Successors and Assigns. This Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective
successors and assigns.
6. Governing Law. This Agreement will be governed by the laws of the
Commonwealth of Pennsylvania without reference to principles of conflict of
laws.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
BANK:
SKY BANK
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx,
Vice President
GUARANTOR:
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
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