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EXHIBIT 4.3
FIRST AMENDMENT TO ESCROW AGREEMENT
THIS FIRST AMENDMENT TO ESCROW AGREEMENT ("Amendment") made and entered
into as of the 22nd day of April, 1998, between 3CI Complete Compliance
Corporation, a Delaware corporation ("3CI"), and Xxxxx Bank, a Texas banking
corporation and a federally insured financial institution in Houston, Xxxxxx
County, Texas ("Escrow Agent").
RECITALS
In accordance with Paragraph 10 of the Escrow Agreement dated March 6,
1998, between 3CI and Escrow Agent ("Escrow Agreement"), the undersigned desire
to amend the Escrow Agreement as set forth below.
AMENDMENT
Paragraph 5 of the Escrow Agreement is hereby amended to read in its
entirety as follows:
"5. Disbursement of Escrow Funds. The Escrow Agent shall disburse the
Escrow Funds only in accordance with joint written instructions signed
by (i) counsel for the Plaintiffs and (ii) 3CI. All interest and other
income earned on the Escrow Funds at the time of disbursement shall
belong to 3CI and be at 3CI's discretion at all times. 3CI shall
provide Escrow Agent with any information it may require for tax
reporting purposes, including the completion of any forms which may be
required by law. On disbursement of all of the Escrow Funds, including
interest and other income earned on it, this Escrow Agreement shall
terminate."
This Amendment may be executed in any number of counterparts, and by
facsimile signature, each of which shall be deemed an original instrument and
all which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned execute this Amendment as of the
date first written above.
3CI COMPLETE COMPLIANCE ESCROW AGENT:
CORPORATION:
XXXXX BANK
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxx
Authorized Officer Senior Vice President
