SUBORDINATION AGREEMENT
THIS SUBORDINATION AGREEMENT (this "Agreement") is made as of
July 17, 1997, by and among The CIT Group/Equipment Financing,
Inc., a New York corporation (the "Junior Creditor"), Ametech,
Inc., an Oklahoma corporation ("Ametech"), Environmental
Transportation Services, Inc., an Oklahoma corporation ("ETS";
Ametech and ETS are collectively and individually referred to
herein as the "Borrower"), and Congress Financial Corporation
(Southwest), a Texas corporation ("Lender").
RECITALS
1. Lender has made, or in the future may make, credit
accommodations available to Borrower pursuant to the terms and
provisions of that certain Loan and Security Agreement, of even
date herewith, by and between Lender and Borrower (as amended,
modified, extended and restated from time to time, the "Loan
Agreement").
2. Borrower has executed that certain Unsecured Promissory
Note, effective July 18, 1997, in the stated principal amount of
$225,000 payable to the Junior Creditor, a copy of which is
attached hereto as Exhibit A (the "Junior Note").
3. In order to induce Lender to make the credit
accommodations described above available to Borrower, Junior
Creditor has agreed to subordinate certain of its rights and claims
now existing or hereafter arising against Borrower to the rights
and claims of Lender now existing or hereafter arising against
Borrower, all in accordance with the terms and provisions of this
Agreement.
4. The parties hereto are entering into this Agreement in
order to set forth their agreements as to payment of the Senior
Indebtedness (hereinafter defined) and the Junior Indebtedness
(hereinafter defined) and their agreements as to certain other
matters.
NOW, THEREFORE, for and in consideration of the premises and
the mutual agreements contained herein, the parties hereto hereby
agree as follows:
ARTICLE I
DEFINITIONS
1.1 Defined Terms. As used in this Agreement, the terms defined
above shall have their respective meanings set forth above and the
following terms shall have the following meanings:
1
"Collateral" shall mean any and all property which
now constitutes or hereafter will constitute collateral or
other security for payment of the Senior Indebtedness pursuant
to the Senior Documents or otherwise.
"Distribution" by any Person shall mean (a) with respect
to any stock or partnership interest issued by such Person,
the retirement, redemption, purchase or other acquisition for
value of any such stock or partnership interest, (b) the
declaration or payment of any dividend or other distribution
on or with respect to any such stock or partnership interest,
(c) any loan or advance by such Person to, or other investment
by such Person in, the holder of any such stock or partnership
interest, and (d) any other payment (other than ordinary
salaries to employees or advances made in the ordinary course
of business to employees for travel or other expenses incurred
in the ordinary course of business) by such Person to or for
the benefit of the holder of any such stock or partnership
interest.
"Junior Documents" shall mean any and all agreements,
documents and instruments evidencing, governing or executed or
delivered in connection with the Junior Indebtedness,
including, without limitation, the Junior Note.
"Junior Indebtedness" shall mean any and all
indebtedness, obligations and liabilities of every kind and
character of either Borrower now or hereafter owing to Junior
Creditor, including, without limitation, the indebtedness
evidenced and to be evidenced by the Junior Documents, whether
such indebtedness, obligations and liabilities are direct or
indirect, primary or secondary, joint, several or joint and
several, fixed or contingent and whether incurred by either
Borrower as maker, endorser, guarantor or otherwise.
"Person" shall mean and include an individual, a
partnership, a corporation, a business trust, a joint stock
company, a trust, an unincorporated association, a joint
venture or other entity or a governmental authority.
"Proceeds" shall have the meaning assigned to it under
the Uniform Commercial Code, shall also include products (as
defined in the Uniform Commercial Code), and, in any event,
shall include, but not be limited to (a) any and all proceeds
of any insurance, indemnity, warranty, letter of credit or
guaranty or collateral security payable to any grantor from
time to time with respect to any of the Collateral, (b) any
and all payments (in any form whatsoever) made or due and
payable to the owner of the Collateral from time to time in
connection with any requisition, confiscation, condemnation,
seizure or forfeiture of all or any part of the Collateral by
any governmental body, authority, bureau or agency (or any
Person acting under color of governmental authority) and (c)
any and all other amounts from time to time paid or payable
under or in connection with any of the Collateral.
"Senior Creditor" shall mean Lender and its successors
and assigns.
2
"Senior Documents" shall mean any and all agreements,
documents and instruments evidencing, governing or executed or
delivered in connection with the Senior Indebtedness,
including, without limitation, the Loan Agreement.
"Senior Indebtedness" shall mean any and all
indebtedness, obligations and liabilities of every kind and
character of Borrower now or hereafter owing to Senior
Creditor, whether such indebtedness, obligations and
liabilities are direct or indirect, primary or secondary,
joint, several or joint and several, fixed or contingent and
whether incurred by Borrower as maker, endorser, guarantor or
otherwise, including, without limitation, any and all
indebtedness, obligations and liabilities of Borrower now or
hereafter owing to Senior Creditor pursuant to or evidenced by
the Senior Documents.
ARTICLE II
RIGHTS IN COLLATERAL
2.1 Priorities Regarding Collateral. The Junior
Indebtedness is unsecured and shall not be secured, by any
lien on or securing interest in any assets or properties of
Borrower, or otherwise, in any way during the term of this
Agreement. Without affecting Junior Creditors obligations
set forth in this Agreement not to obtain any lien or security
interest, any and every lien and security interest in the
Collateral in favor of or held for the benefit of the Senior
Creditor has and shall have priority over any lien or security
interest that Junior Creditors might have or acquire in the
Collateral notwithstanding any statement or provision
contained in the Junior Documents or otherwise to the contrary
and irrespective of the time or order of filing or recording
of financing statements, deeds of trust, mortgages or other
notices of security interests, liens or assignments granted
pursuant thereto, and irrespective of anything contained in
any filing or agreement to which any party hereto or its
respective successors and assigns may now or hereafter be a
party, and irrespective of the ordinary rules for determining
priorities under the Uniform Commercial Code or under any
other law governing the relative priorities of secured
creditors.
2.2 Management of Collateral. Senior Creditor shall
have the exclusive right to manage, perform and enforce the
terms of the Senior Documents with respect to the Collateral,
to exercise and enforce all privileges and rights thereunder
according to its discretion and the exercise of its business
judgment including, but not limited to, the exclusive right to
take or retake possession of the Collateral and to hold,
prepare for sale, process, sell, lease, dispose of, or
liquidate the Collateral, pursuant to a foreclosure or
otherwise. Notwithstanding anything to the contrary contained
in any document, instrument or agreement evidencing, securing
or otherwise executed in connection with the incurrence of the
Junior Indebtedness, only the Senior Creditor shall have the
right to restrict or permit, or approve or disapprove, the
sale, transfer or other disposition of Collateral.
Accordingly, should Senior Creditor elect to exercise its
rights and remedies with respect to any of the Collateral,
Senior Creditor may proceed to do so without regard to any
interest of Junior Creditor, and Junior Creditor waives any
claims that it may have against Senior Creditor for any
disposition of the Collateral. Without affecting Junior
Creditor's obligations set forth in this Agreement not to
obtain any lien on or security interest in any of the
3
Collateral, Junior Creditor agrees, whether or not a default
has occurred in the payment of any indebtedness or the
performance of any other obligations to it, that any liens on
and security interests in the Collateral or any portion
thereof that it might have or acquire shall automatically be
fully released ipso facto as to all indebtedness and other
obligations secured thereby owing to Junior Creditor if and
when Senior Creditor releases its lien in and security
interest on such Collateral or any portion thereof.
ARTICLE III
PROCEEDS
3.1 Distribution of Proceeds of Collateral. At any time
during which all or any part of the Senior Indebtedness
remains outstanding, and whether or not the same is then due
and payable, the Proceeds of any sale, disposition or other
realization by Senior Creditor or other party hereto (or any
agent therefor) upon all or any part of the Collateral shall
be applied in the following order of priorities irrespective
of the application of any rule of law or the defect or
impairment of any Senior Document, Junior Document or security
interest, lien or assignment thereunder:
first, to the payment of all costs and expenses of
Senior Creditor and/or its agent or agents
(including, without limitation, the reasonable
fees and expenses of counsel to Senior Creditor)
incurred in connection with the collection of
such Proceeds or the protection of the rights
and interests of Senior Creditor therein;
second, to the payment in full of all Senior
Indebtedness in such order as Senior Creditor
determine in its sole discretion; and
finally, to pay any surplus then remaining to the
owner of the Collateral or its successors or
assigns or as a court of competent juris-
diction may direct.
3.2 Contingent Obligations. For purposes of
distributing the Proceeds of Collateral pursuant to this
Article III, the portion of Senior Indebtedness consisting of
loans or advances not yet made by Senior Creditor to Borrower
under the Senior Documents shall be considered Senior
Indebtedness then outstanding, and the Senior Creditor shall
have the right to retain, in a cash collateral account, cash
collateral equal to the amount thereof which Senior Creditor
determines, in its sole discretion, may rise or exist from
time to time.
3.3 Holding of Proceeds in Trust. In the event any
party to this Agreement other than Senior Creditor receives
the Proceeds of the Collateral, such party shall be deemed to
hold all of such Proceeds in trust for the benefit of Senior
Creditor until the proper application thereof in accordance
with Section 3.1 hereof. No party to this Agreement shall
seek to challenge the validity, enforceability, priority or
perfection of any of the Senior Documents if the purpose or
effect thereof would in any manner defeat or delay the
distribution of the Proceeds of any Collateral in the manner
set forth in Section 3.1 hereof.
4
ARTICLE IV
SUBORDINATION
Junior Creditor covenants and agrees that the Junior
Indebtedness, howsoever evidenced and whether now existing or
hereafter incurred, shall be subordinate and junior in right
of payment, to the extent and in the manner hereinafter set
forth, of all Senior Indebtedness:
(a) The holder of the Senior Indebtedness shall first be
finally and irrevocably paid in cash an aggregate amount equal
to the principal thereof and termination fees, if any,
interest at the time due thereon, and all other costs, fees,
expenses and/or obligations now or hereafter owing thereunder
and all commitments of Senior Creditor shall have terminated,
before any payment or Distribution of any character, whether
in cash, securities or other property, shall be made on
account of the Junior Indebtedness or otherwise to or for the
benefit of the Junior Creditor; and any payment or
Distribution of any character, whether in cash, securities or
other property, which would otherwise, but for the provisions
of this Article IV, be payable or deliverable in respect of
the Junior Indebtedness or otherwise shall be paid or
delivered directly to the holder of the Senior Indebtedness
(or its duly authorized representatives), until all the Senior
Indebtedness shall have been paid in full and all commitments
of Senior Creditor shall have terminated. No interest on the
Junior Note shall accrue until August 30, 1998.
(b) Notwithstanding the provisions of subparagraph (a)
of this Article IV, Borrower may make monthly payments of
principal of not more than $10,000 monthly plus accrued
interest beginning August 30, 1998; provided, that, as
conditions precedent to Borrower being permitted to make and
Junior Creditor being permitted to accept and retain such
payment (i) Borrower shall have delivered to Senior Creditor
a certificate in form and substance acceptable to Senior
Creditor executed by an officer of Borrower acceptable to
Senior Creditor stating that no Event of Default (as defined
in the Loan Agreement) or event or condition which with the
giving of notice or passage of time or both would constitute
an Event of Default (a Default ) has occurred and is
continuing; (ii) no Event of Default or Default shall have
occurred and be continuing, and (iii) Borrower shall have
availability to borrow an additional $600,000 under Section 2
of the Loan Agreement after giving effect to such payment.
(c) The Junior Creditor agrees to promptly notify the
Senior Creditor in writing of any default or event of default
on any Junior Indebtedness or otherwise or under any of the
Junior Documents and further agree not to exercise any right
or remedy or take any enforcement action with respect to any
default or event of default on any of the Junior Indebtedness
or otherwise or under any of the Junior Documents until such
time as the Senior Indebtedness has been paid in full and all
commitments of Senior Creditor shall have terminated. Without
limiting any of the foregoing, any failure of Borrower to
perform any of its obligations to the Junior Creditor as a
result of any of the prohibitions, restrictions or limitations
set forth in this Agreement shall not constitute the basis for
5
a default or event of default on any Junior Indebtedness or
under any Junior Documents.
(d) No reimbursement, payment, direct or indirect, or
disbursement of other property or assets of Borrower shall be
made by Borrower on account of the Junior Indebtedness or
otherwise or received, accepted, retained or applied by the
Junior Creditor (except for the account and benefit of Senior
Creditor, which shall be held in trust for Senior Creditor, or
except as specifically permitted in Subparagraph (b) of this
Article IV) until such time as the Senior Indebtedness has
been finally and irrevocably paid in full in cash and all
commitments of Senior Creditor shall have terminated.
(e) Without affecting the Junior Creditor s obligations
set forth in this Agreement not to exercise any remedy as set
forth in this Article IV under the circumstances described
herein, in the event that any Junior Creditor exercises any
remedy permitted under applicable law with respect to any of
the assets or properties of Borrower or receives any other
payment of any character, whether in cash, securities, or
other properties, that would, but for the provisions of this
Article IV, be payable or deliverable in respect of the Junior
Indebtedness, such cash, securities or other properties shall
be held in trust for the benefit of the holder of the Senior
Indebtedness and shall be paid or delivered to the holder of
the Senior Indebtedness (or its authorized representatives),
in the proportions in which it holds same, until all the
Senior Indebtedness shall have been paid in full.
(f) The provisions of this Agreement are and are
intended solely for the purpose of defining the relative
rights of the holder of the Junior Indebtedness, on the one
hand, and the holder of the Senior Indebtedness on the other
hand. Nothing contained in this Agreement is intended to or
shall impair, as between Borrower and its creditor other than
the holder of the Senior Indebtedness and the holder of the
Junior Indebtedness, the obligation of Borrower which is
absolute and unconditional, to pay to the holder of the Junior
Indebtedness the principal thereof and interest thereon as and
when the same shall become due and payable in accordance with
its terms, or is intended to or shall affect the relative
rights against Borrower of the holder of the Senior Indebt-
edness.
(g) No right of any present or future holder of any of
the Senior Indebtedness to enforce the subordination as herein
provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of Borrower
or by any act in good faith or failure to act in good faith by
any such holder, or by any noncompliance by Borrower with the
covenants, agreements and conditions of the Junior
Indebtedness, regardless of any knowledge thereof any such
holder may have or be otherwise charged with.
(h) Senior Creditor shall have no obligation to
preserve the rights of the Collateral against any prior
parties or to marshal any of the Collateral for the benefit of
any Person.
6
ARTICLE V
FURTHER ASSURANCES
Each of the parties hereto hereby agrees to promptly
execute and deliver to the other parties hereto any and all
such further instruments and documents and take such further
action as such other parties may reasonably request in order
to fully effect the purposes of this Agreement.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF PARTIES
6.1 General Representations and Warranties. Each of the
Junior Creditor and the Borrower hereby represents and
warrants to Senior Creditor that:
(a) such party has full power, authority and legal
right to execute, deliver and perform this Agreement, and has
taken all necessary corporate action to authorize the
execution, delivery and performance of this Agreement; and
(b) this Agreement constitutes a legal, valid and
binding obligation of such party enforceable against it in
accordance with its terms except as enforceability may be
limited by applicable bankruptcy, insolvency, moratorium or
other similar laws affecting creditors rights generally and
except as enforceability may be limited by general principles
of equity (whether considered in a suit at law or in equity).
6.2 Additional Representations and Warranty. Junior
Creditor hereby represents and warrants to Senior Creditor
that a true and correct copy of the Junior Note is attached
hereto as Exhibit A.
ARTICLE VII
CONSENT OF JUNIOR CREDITORS
Junior Creditor hereby consents to the execution and
delivery of the Senior Documents and agrees that the
performance (including, without limitation, the making of
future borrowings) by Borrower of its obligations under the
Senior Documents will not constitute a default or an event of
default under the Junior Documents. Junior Creditor further
consents to and covenants that, without the necessity of any
reservation of rights against Junior Creditor, and without
notice to or further assent by Junior Creditor, (a) any demand
for payment of any Senior Indebtedness may be rescinded in
whole or in part and any Senior Indebtedness may be continued,
and the Senior Indebtedness, or the liability of Borrower or
any other Person upon or for any part thereof, or any
collateral security or guaranty therefor or right of offset
with respect thereto, or any obligation or liability of
Borrower or any other Person under the Senior Documents may,
from time to time, in whole or in part, be renewed, extended,
modified, accelerated, compromised, waived and surrendered, or
released, and (b) the Senior Documents, any document or
instrument evidencing or governing the terms of the Senior
Indebtedness or any collateral security documents or
guaranties or documents in connection therewith may be
amended, modified, supplemented or terminated, in whole or in
7
part, as the Senior Creditor or its agent may deem advisable
from time to time, and any collateral security at any time
held for the benefit of the Senior Creditor for the payment of
any of the Senior Indebtedness may be sold, exchanged, waived,
surrendered or released, in each case all without notice to or
further assent by the Junior Creditor which will remain bound
under this Agreement, and all without impairing, abridging,
releasing or affecting the subordination provided for herein,
notwithstanding any such renewal, extension, modification,
acceleration, compromise, amendment, supplement, termination,
sale, exchange, waiver, surrender or release. The Junior
Creditor waives any and all notice of the creation, renewal,
extension or accrual of any of the Senior Indebtedness and
notice of or proof of reliance by the Senior Creditor upon
this Agreement, and the Senior Indebtedness shall conclusively
be deemed to have been created, contracted or incurred in
reliance upon this Agreement, and all dealings between
Borrower and the Senior Creditor have been deemed to have been
consummated in reliance upon this Agreement. The Junior
Creditor acknowledges and agrees that the Senior Creditor has
relied upon the subordination and consent provided for herein
in entering into the Senior Loan Documents and in providing
for the credit facilities described therein. The Junior
Creditor waives notice of or proof of reliance on this
Agreement and protest, demand for payment and notice of
default. Any agreements, documents or instruments which at
any time evidence the Junior Indebtedness or any part thereof
shall be marked with a legend stating that payment thereunder
is subject to the terms and provisions of this Agreement. The
Junior Creditor agrees that it shall not, under any
circumstances, take or initiate any action or proceeding under
any federal or state bankruptcy or insolvency law, or any
other reorganization, liquidation, receivership or similar
action or proceeding, involving Borrower without the prior
written consent of every Senior Creditor, which consent may be
granted or withheld by each Senior Creditor in such Senior
Creditor s sole and absolute discretion.
ARTICLE VIII
PROVISIONS TO APPLY AFTER BANKRUPTCY
The provisions of this Agreement shall continue in full
force and effect, notwithstanding the commencement of a case
under Title 11 of the United States Code, as amended and/or
superseded (the Federal Bankruptcy Code ) by or against
Borrower or any of its property. In furtherance of the
foregoing, if Junior Creditor receives any property of, or
payments from Borrower after the commencement of such a case
on account of a secured claim which is subordinated by the
terms of this Agreement (whether as adequate protection
payments or otherwise), Junior Creditor shall immediately turn
such property or payments over to the Senior Creditor for
distribution by it in accordance with the applicable
provisions of Article III. To the extent that Junior Creditor
has or acquires any rights under Section 363 or Section 364 of
the Federal Bankruptcy Code with respect to collateral, Junior
Creditor hereby agrees not to assert such rights without the
prior written consent of the Senior Creditor. The Junior
Creditor hereby grants to the Senior Creditor the right, but
Senior Credit shall not be obligated, to file, prove and vote
claims on account of the Junior Indebtedness in any
receivership, bankruptcy, or other proceeding under the
Federal Bankruptcy Code commenced by or against Borrower.
8
ARTICLE IX
NO WAIVER, CUMULATIVE REMEDIES
No failure to exercise, and no delay in exercising on the
part of Senior Creditor, any right, power or privilege under
this Agreement shall operate as a waiver thereof; nor shall
any single or partial exercise by Senior Creditor of any
right, power or privilege under this Agreement preclude any
other or further exercise thereof or the exercise of any other
right, power or privilege by Senior Creditor. The rights and
remedies by Senior Creditor provided in this Agreement are
cumulative and shall not be exclusive of any rights or
remedies provided by law.
ARTICLE X
NOTICES
All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing
(including by telegraph, telecopier, or telex) and, unless
otherwise expressly provided herein, shall be deemed to have
been duly given or made when delivered by hand, or if by
certified mail, return receipt requested, five days after
being deposited in the mail or, in the case of telegraphic
notice, when delivered to the telegraph company, or in the
case of telex notice, when sent, answer back received,
addressed as set forth below or to such address or other
address as may be hereafter notified in writing by the
respective parties hereto:
To Senior Creditor: Congress Financial Corporation (Southwest)
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attn: Loan Administrator
Telecopy No.: (000) 000-0000
With copies to: Xxxxxx Xxxxx, L.L.P.
0000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attn: Xxxxx X. Xxxxx, Esq.
Telecopy No.: (000) 000-0000
To Borrower: Ametech, Inc.
Environmental Transportation
Services, Inc.
0000 X.X. 00xx Xxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Telecopy No.: (000)000-0000
9
With copies to: Xxxxxx & Xxxxxxx
One Leadership Square
000 Xxxxx Xxxxxxxx, Xxxxx 0000
Xxxxxxxx Xxxx, Xxxxxxxx 00000-0000
Telecopy No.: (000) 000-0000
To Junior Creditor: The CIT Group/Equipment Financing, Inc.
0000 Xxxx Xxxxxxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
Telecopy No.: (000) 000-0000
ARTICLE XI
GOVERNING LAW
This Agreement has been executed, delivered and accepted
at and shall be deemed to have been made in Dallas County,
Texas and shall be interpreted and the rights and obligations
of the parties under this Agreement shall be governed by, and
construed and interpreted in accordance with, the internal
laws of the State of Texas and shall be binding upon and inure
to the benefit of the parties hereto and their respective
successors, transferees and assigns.
ARTICLE XII
AMENDMENTS AND WAIVERS
Neither this Agreement nor any of the terms hereof may be
amended, waived, discharged or terminated unless such
amendment, waiver, discharge or termination is in writing
signed by each of the parties hereto. Each of the Borrower
and the Junior Creditor agree not to amend the Junior
Documents without the prior written consent of the Lender.
ARTICLE XIII
EXCULPATION
Neither the Senior Creditor nor its agents have made to
the other parties hereto nor do any of them hereby or
otherwise make any representations or warranties, express or
implied, nor do they assume any liability with respect to (i)
obligors under any instruments of guarantee; (ii) the
enforceability, validity, value or collectibility of the
Senior Indebtedness, any Collateral therefor, or any guarantee
or security which may have been granted to any of them in
connection with the Senior Documents; or (iii) Borrower's
title or right to transfer any collateral or security. Senior
Creditor shall not be liable to any other party hereto for any
action or failure to act or any error of judgment, negligence,
or mistake or oversight whatsoever on its part or its respec-
tive agents, officers, employees or attorneys with respect to
any transaction relating to the Collateral or this Agreement.
To the maximum extent permitted by law, except as otherwise
provided herein, Junior Creditor waives any claim it might
have against Senior Creditor with respect to, or arising out
10
of, the handling of the Collateral (including, without
limitation, any such claim based upon the timing or method of
realizing upon such Collateral).
ARTICLE XIV
THIRD PARTY RIGHTS
This Agreement is solely for the benefit of the parties
hereto and their respective successors and assigns, and no
other Person shall have any right, benefit, priority or other
interest under, or because of the existence of, this
Agreement.
ARTICLE XV
TERMINATION
This Agreement shall terminate upon the final and
indefeasible payment in full of all the Senior Indebtedness
and the termination of all of the Senior Documents and all
commitments thereunder.
ARTICLE XVI
COUNTERPARTS
This Agreement may be executed by one or more of the
parties hereto in any number of separate counterparts, each of
which shall be an original, but all of which shall constitute
but one agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their proper and duly
authorized officers or partners as of the day and year first
above written.
JUNIOR CREDITOR:
THE CIT GROUP/EQUIPMENT
FINANCING, INC.
By: /s/ Xxxxxx X. Xxxxxxx
_________________________________
Name: Xxxxxx X. Xxxxxxx
_______________________________
Title: Vice President
_______________________________
11
BORROWER:
AMETECH, INC.
By: /s/ Xxxxx Xxxxxxxxxx
_________________________________
Name: Xxxxx Xxxxxxxxxx
_______________________________
Title: V. P. Finance
_______________________________
ENVIRONMENTAL TRANSPORTATION
SERVICES, INC.
By: /s/ Xxxxx Xxxxxxxxxx
________________________________
Name: Xxxxx Xxxxxxxxxx
______________________________
Title: V. P. Finance
______________________________
12
ISTE:\A-C\AMETECH\10Q\797\EXHIB10.2
