Exhibit 10.5
SECOND
AMENDMENT
TO
AMENDED AND RESTATED REVOLVING
CREDIT NOTE
This Amendment is entered into as of
February 1, 2005 by and between CHASE CORPORATION , a
Massachusetts corporation (the “ Borrower ”),
and FLEET NATIONAL BANK , a national banking association
(the “ Bank ”).
WHEREAS, the Bank and the Borrower
entered into a certain loan arrangement on October 31, 2001,
as amended, which is evidenced, in part, by a certain Amended and
Restated Revolving Credit Note dated October 31, 2001, as
amended (the “ Revolving Note ”) made by the
Borrower payable to the order of the Bank in the principal amount
of $7,000,000 and a certain First Amended and Restated Loan
Agreement dated October 31, 2001, as amended, between the
Borrower and the Bank (the “ Loan Agreement ”);
and
WHEREAS, the Bank and the Borrower
have on this date amended the Loan Agreement pursuant to a certain
Seventh Amendment to First Amended and Restated Loan Agreement;
and
WHEREAS, the Borrower and the Bank
are desirous of amending the Revolving Note in the manner set forth
below.
NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower and the Bank agree as
follows:
1.
Effective as of the date first
written above, the $7,000,000 principal amount of the Revolving
Note reflected in the upper left hand corner thereof shall be
deemed amended to read “$10,000,000”.
2.
The Revolving Note is hereby further
amended, effective as of the date first written above, by deleting
the first paragraph thereof in