THIRD AMENDMENT TO MASTER
CREDIT AGREEMENT
THIS THIRD AMENDMENT TO MASTER CREDIT AGREEMENT ("Amendment") is
entered into as of September 2, 1997 among Xxxxxxx DE, Inc., ("the
Company"), Xxxxxxx, Inc. ("MI"), Safeway Chemical Transportation,
Inc. ("SCI"), Brite-Sol Services, Inc. ("BSS"), (the Company, MI, SCI
and BSS are referred to individually and collectively as the
"Borrower"), Bank of America National Trust and Savings Association,
individually and as Collateral Agent, and First Union National Bank
(collectively, "the Banks").
WHEREAS, the Borrower, the Banks, and Collateral Agent have
entered into that certain Master Credit Agreement dated as of March
27, 1996, as amended by a First Amendment dated as of August 16, 1996
and a Second Amendment dated as of February 7, 1997 (the
"Agreement"); and
WHEREAS, the parties desire to further amend the Agreement as
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and agreements
contained herein, the parties hereto agree as follows:
1. Definitions. Unless otherwise defined herein, terms used
herein have the meaning assigned to such terms in the Agreement.
2. Amendments. Subject to the terms and conditions of this
Amendment, the Agreement is hereby amended as follows:
(a) The introductory paragraph is amended by (i) adding
Xxxxxxx Leasing, Inc. ("MLI") and a Borrower; (ii) adding
"MLI" after "SCI" in the fourth line; and (iii) inserting
the following before "Bank of America Illinois": "Bank of
America National Trust and Savings Association, successor
by merger to".
(b) The definition of "Collateral Agent" is amended by
deleting "Bank of America Illinois" and substituting "Bank
of America National Trust and Savings Association" in place
thereof.
(c) Section 5.01 (i)(i) is amended by deleting "20 days"
and substituting "a reasonable period of time" in place
therof.
3. Conditions Precedent. This Amendment shall become
effective when all of the following conditions have been met:
(a) the Borrower, the Banks and Collateral Agent shall
each have signed a copy of this Amendment (whether the same or
different copies); and
(b) the Collateral Agent shall have received such other
evidence as it may reasonably request to establish the
consummation of the transactions contemplated hereby, the taking
for all proceedings in connection herewith and compliance with
the conditions set forth in this Amendment.
4. Miscellaneous.
(a) Effect. This Amendment is specific in time and
in intent and does not constitute, nor should be construed
as, an amendment or waiver of any other right, power or
privilege under the Agreement or under any agreement,
contract, document or instrument mentioned in the
Agreement; nor does it preclude other or further exercise
hereof or the exercise of any other right, power or
privilege, nor shall any amendment or waiver of any right,
power, privilege or default hereunder, or under any
agreement, contract, document or instrument mentioned in
the Agreement, constitute an amendment or waiver of any
other default of the same or of any other term or
provision. Except as expressly modified hereby, all of the
terms and provisions of the Agreement shall continue in
full force and effect; and the Borrower hereby confirms
each and every one of its respective obligations under the
Agreement, as amended by this Amendment. Whenever the term
"Agreement" is used in the Agreement and whenever the
Agreement is referred to in any of the instruments,
agreements or other documents or papers executed and
delivered in connection therewith, it shall be deemed to
mean the Agreement, as amended by this Amendment.
(b) Counterparts. This Amendment may be executed in
any number of counterparts, and all of such counterparts
taken together shall be deemed to constitute one and the
same instrument.
(c) Governing Law. THIS AMENDMENT SHALL BE GOVERNED
BY THE LAWS OF THE STATE OF ILLINOIS.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment by their duly authorized officers as of the day and year
first above written.
Xxxxxxx DE, Inc.
By:/s/ X. X. Xxxxxxxxxxx
Xxxxxxx, Inc.
By:/s/ X. X. Xxxxxxxxxxx
Safeway Chemical Transportation, Inc.
By:/s/ X. X. Xxxxxxxxxxx
Brite-Sol Services, Inc.
By:/s/ X. X. Xxxxxxxxxxx
Xxxxxxx Leasing, Inc.
By:/s/ X. X. Xxxxxxxxxxx
Bank of America National Trust and
Savings
Association,as Collateral Agent
By: /s/ Xxxxxx X. Xxxxxxxx
Bank of America National Trust and
Savings
Association, as Bank
By: /s/ Xxxxxx X. Xxxxxxxx
First Union National Bank, as Bank
By: /s/ Xxxxxxx X. Xxxxxx
