EXHIBIT 10
SECOND AMENDMENT TO AGREEMENT
THIS SECOND AMENDMENT TO AGREEMENT (the "Second Amendment") is made
effective as of December 1, 1996, by and between Lube & Wax Ventures, L.L.C.
("L&W"), a Delaware limited liability company and Astor Corporation
("Astor"), a Delaware corporation.
WHEREAS, L&W and Astor are parties to that certain Agreement (the
"Agreement"), dated as of October 1, 1996, as amended by the First Amendment
to Agreement dated October 24, 1996; and
WHEREAS, L&W and Astor desire to amend the Agreement as set forth herein.
NOW, THEREFORE, for and in consideration of the mutual covenants and
promises contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to
legally bind themselves and their respective successors and permitted
assigns, L&W and Astor do hereby amend the Agreement as follows:
1. Sections 4.1(d) and 4.1(e) of the Agreement shall be amended to change
the Daily Average Volume Per Month for these two subsections from two
separate amounts of 200 barrels for VTB delivered East of the Mississippi
River and 400 barrels for VTB delivered West of the Mississippi River to a
combined total of 600 barrels of VTB regardless of delivery location.
2. The establishment of negotiated prices for Product lifted pursuant to
the last sentence of Section 4.1(c) for the Products specifically described
herein for the period from December 1, 1996 through September 31, 1997 shall
be as follows:
(a) For each month in which Astor lifts an average daily volume in
excess of 660 barrels of VTB, VTB delivered to Astor's customers West
of the Mississippi River in excess of 440 barrels per day shall be
priced at Base Xxxx plus $7.00 per barrel; minus, if Base Xxxx is in
excess of Xxxx for the month of delivery, 50% of the amount of such
excess; or, if Xxxx for the month of delivery is in excess of Base
Xxxx, plus 50% of the amount of such excess.
(b) For each month in which Astor lifts an average daily volume in
excess of 660 barrels of VTB, VTB delivered to Astor's plant and
customers at Conros, Alabama and Canada shall be priced at Base Xxxx
plus $6.00 per barrel; minus, if Base Xxxx is in excess of Xxxx for
the month of delivery, 50% of the amount of such excess; or, if Xxxx
for the month of delivery is in excess of Base Xxxx, plus 50% of the
amount of such excess.
(c) Base Xxxx shall equal $23.3470 per barrel.
3. Capitalized terms not otherwise defined herein shall have the meanings
given them in the Agreement.
4. Except as modified herein, all terms, conditions and covenants of the
Agreement shall remain in full force and effect. L&W remains under no
obligation to sell to Astor any more than the minimum Daily Average Volume
Per Month. This Second Amendment may be executed in multiple counterparts,
all of which when taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment
as of the date first above written.
LUBE & WAX VENTURES, L.L.C. ASTOR CORPORATION
By: /s/ R.E. Xxxxxx By: /s/ Xxxxxx X. Xxxxx
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Name: R.E. Xxxxxx Name: Xxxxxx X. Xxxxx
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Title: Title: Vice President
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By: /s/ K.O. Xxxxxxx
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Name: K.O. Xxxxxxx
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Title:
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