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EXHIBIT 10.17 THIRD AMENDMENT TO THE CREDIT AGREEMENT
December 11, 1998
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Bank of America National Trust
and Savings Association, as Administrative
Agent, and the Lenders party to the Credit
Agreement referred to below
Re: Third Amendment to Credit Agreement
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Ladies and Gentlemen:
Please refer to the Credit Agreement dated as of March 17, 1998 among
Compass International Services Corporation, various financial institutions and
Bank of America National Trust and Savings Association, as Administrative Agent.
Capitalized terms used but not otherwise defined herein have the meanings
assigned thereto in the Credit Agreement.
The parties hereto agree that:
The definition of "L/C Commitment" shall be amended by deleting the
amount $1,000,000" therein and substituting the amount "$2,000,000" therefor.
Section 8.21 shall be amended by deleting the amount "$6,000,000"
therein and substituting the amount "$10,000,000" therefor.
Except as amended above, the Credit Agreement and the documents
executed pursuant to the Credit Agreement shall remain in full force and effect
and are hereby ratified and confirmed in all respects. This letter amendment
shall be a contract made under and governed by the internal laws of the State of
Illinois.
This letter amendment shall be effective on the date the Administrative
Agent has received counterparts of this letter amendment executed by the
Company, the Administrative Agent and the
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Required Lenders (or, in the case of any party from which the Administrative
Agent has not received a counterpart hereof, facsimile confirmation of the
execution of a counterpart by such party).
This letter amendment may be executed in any number of counterparts and
by the different parties on separate counterparts, and each such counterpart
shall be deemed to be an original but all such counterparts shall together
constitute one and the same letter amendment.
The Company agrees to pay the reasonable costs and expenses of the
Administrative Agent (including reasonable attorney's fees and charges) in
connection with the preparation, execution and delivery of this letter
amendment.
Please evidence your agreement to the foregoing by signing and
returning a counterpart of this letter amendment.
Very truly yours,
COMPASS INTERNATIONAL SERVICES
CORPORATION
By: ______________/S/_________________
Title: ____________/S/__________________
Accepted and Agreed:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as
Administrative Agent
By: _____________/S/__________________
Title: ___________/S/___________________
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Issuing
Lender and as a Lender
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By: _____________/S/__________________
Title: ___________/S/___________________
FIRST NATIONAL BANK OF MARYLAND
By: ____________/S/____________________
Title: __________/S/_____________________
FLEET NATIONAL BANK
By: ____________/S/____________________
Title: __________/S/_____________________
PNC BANK, NATIONAL ASSOCIATION
By: ____________/S/___________________
Title: __________/S/____________________
