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EXHIBIT-10.32
AGREEMENT AND EIGHTH AMENDMENT TO CREDIT AGREEMENT
(December 1, 1996)
THIS AGREEMENT AND EIGHTH AMENDMENT TO CREDIT AGREEMENT (this
"Amendment") is made and entered into as of December 1, 1996 by and among
ALLWASTE, INC. (the "Company"), a Delaware corporation, EACH OF THE FINANCIAL
INSTITUTIONS SIGNATORY HERETO (individually, a "Bank" and collectively, the
"Banks"), TEXAS COMMERCE BANK NATIONAL ASSOCIATION ("TCB"), a national banking
association acting as agent for the Banks (in such capacity, together with its
successors in such capacity, the "Agent"), and NATIONSBANK OF TEXAS, N A., a
national banking association, as co-agent under the Credit Agreement (as
defined hereinafter) (in such capacity, the "Co-Agent").
RECITALS:
A. The Company, the Agent and the Banks have entered into a Credit
Agreement dated as of November 30, 1993 (which such Credit Agreement, as the
same may have heretofore been amended, modified, supplemented and restated from
time to time, is hereinafter called the "Credit Agreement").
B. The Company, the Agent, the Co-Agent and the Banks now desire to amend
the Credit Agreement in certain respects as provided hereinbelow.
AGREEMENTS:
NOW, THEREFORE, in consideration of the premises and the mutual
agreements, representations and warranties herein set forth, and for other good
and valuable consideration, the receipt and sufficiency of which are
acknowledged, the parties hereto do hereby agree as follows:
1. Limitation on Investments Amended. Section 6.7(j) of the Credit
Agreement is hereby amended by deleting the amount "$15,000,000" where it
appears therein and substituting therefor the amount "$20,000,000."
2. Delivery of Certificates of Existence, Good Standing, Etc. With
respect to each Guarantor, the Company hereby agrees to deliver to the Agent,
within thirty (30) days after the date hereof, certificates from the
appropriate public officials of each of the states where such Guarantor is
incorporated and conducts its business as to the continued existence, good
standing and authority to do business in those states.
3. Conditions. No part of this Amendment shall become effective until
the Company shall have delivered (or shall have caused to be delivered) to the
Agent each of the following, in Proper Form:
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(a) a certificate from the Secretary of State or other appropriate
public official of the State of Delaware as to the continued existence and good
standing of the Company in the State of Delaware;
(b) a certificate from the Secretary of State or other appropriate
public official of the State of Texas as to the qualification of the Company to
do business in the State of Texas;
(c) a certificate from the Office of the Comptroller of the State
of Texas as to the good standing of the Company in the State of Texas;
(d) a legal opinion from the general counsel for the Company and
the Current Guarantors acceptable to the Agent in its sole and absolute
discretion;
(e) certificates dated as of the date hereof of the Secretary or
any Assistant Secretary of the Company and each of the Guarantors as of the
date hereof, and such other documents and information as the Banks may request;
(f) a Consent, in Proper Form, executed by of all of the
Guarantors to the execution and delivery of this Amendment and such other
related matters as the Banks may reasonably require;
(g) a Notice of Entire Agreement and Release of Claims executed by
the Company and each of the Guarantors as of the date hereof, and
(h) the amendment fee payable to each Bank as provided in Section
2.16 of the Credit Agreement.
4. Representations True; No Default. The Company represents and warrants
that the representations and warranties contained in Section 4 of the
Credit Agreement and in the other Loan Documents are true and correct in all
material respects on and as of the date hereof as though made on and as of such
date. The Company hereby certifies that no Default or Event of Default under
the Credit Agreement or any of the other Loan Documents has occurred and is
continuing as of the date hereof.
5. Ratification. Except as expressly amended hereby, the Credit Agreement
and the other Loan Documents shall remain in full force and effect. In the
event of any conflict between this Amendment and the Credit Agreement or any of
the other Loan Documents (or any earlier modification of any of them), this
Amendment shall control. The Credit Agreement, as hereby amended, and all
rights and powers created thereby or thereunder and under the other Loan
Documents are in all respects ratified and confirmed and remain in full force
and effect.
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6. Definitions and References. Terms used herein which are defined in
the Credit Agreement or in the other Loan Documents shall have the meanings
therein ascribed to them. The term "Credit Agreement" as used in the Credit
Agreement, the other Loan Documents or any other instrument, document or
writing furnished to the Agent, the Co-Agent or any of the Banks by the
Company shall mean the Credit Agreement as hereby amended.
7. Miscellaneous. This Amendment (a) shall be binding upon and inure to
the benefit of the Company, the Banks, the Agent, the Co-Agent and their
respective successors, assigns, receivers and trustees (provided, however, that
the Company shall not assign its rights hereunder without the prior written
consent of the Agent); (b) may be modified or amended only by a writing signed
by each party; (c) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS AND THE UNITED STATES OF AMERICA; (d) may be
executed in several counterparts, and by the parties hereto on separate
counterparts, and each counterpart, when so executed and delivered, shall
constitute an original agreement, and all such separate counterparts shall
constitute but one and the same agreement; and (e) together with the other Loan
Documents, embodies the entire agreement and understanding between the parties
with respect to the subject matter hereof and supersedes all prior agreements,
consents and understandings relating to such subject matter. The headings
herein shall be accorded no significance in interpreting this Amendment.
IN WITNESS WHEREOF, the Company, the Banks, the Agent and the Co-Agent
have caused this Amendment to be signed by their respective duly authorized
officers, effective as of the date which first appears hereinabove.
ALLWASTE, INC.,
a Delaware corporation
By:
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T. Xxxxx Xxxx, Senior Vice
President
ATTEST:
Xxxxxxx X. Xxxxxxx, Secretary
Attachments:
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Schedule I - Non-guaranteeing Subsidiaries
and Dormant Subsidiaries
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TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, a national
banking association,
as a Bank and as Agent
By:
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Xxxxxxx X. Xxxxxx
Senior Vice President
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NATIONSBANK OF TEXAS, N.A.,
a national banking association,
as a Bank and as Co-Agent
By:
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Name:
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Title:
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XXXX XX XXXXXXX XXXXX, X.X.,
a national banking association
By:
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Xxxxxx X. Xxxxxx, Vice President
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XXXXX FARGO BANK (TEXAS),
NATIONAL ASSOCIATION (successor in
interest by merger to First Interstate
Bank of Texas, N.A.), a national banking
association
By:
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Name:
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Title:
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XXX XXXX XX XXXX XXXXXX
By:
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Name:
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Title:
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COMERICA BANK - TEXAS,
a Texas banking association
By:
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Name:
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Title:
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LTCB TRUST COMPANY, a New York
Trust Company
By:
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Name:
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Title:
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ABN AMRO BANK N.V., HOUSTON
AGENCY
By:
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Name:
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Title:
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By:
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Name:
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Title:
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