SECOND AMENDMENT TO CREDIT
AGREEMENT
THIS SECOND 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"), Xxxxxxx Leasing, Inc.
("MLI") (the Company, MI, SCI, BSS and MLI are referred to
individually and collectively as the "Borrower"), Bank of America
National Trust and Savings Association ("the Bank").
WHEREAS, the Borrower and the Banks have entered into that
certain Credit Agreement dated as of March 27, 1996 (the
"Agreement"), as amended by a First Amendment to Credit Agreement
dated as of February 7, 1997; 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 "Bank" is amended by deleting "Bank
of America Illinois" and substituting "Bank of America
National Trust and Savings Association" in place thereof.
(c) The definition of "Base Rate" is amended by deleting
"Chicago, Illinois" and substituting "San Francisco,
California" in place thereof.
(d) The definition of "Revolving Commitment" is amended by
deleting "$18,000,000" and substituting "$24,000,000" in
place thereof.
(e) The definition of "Termination Date" is amended by
deleting "five years" and substituting "four years" in
place thereof.
3. Conditions Precedent. This Amendment shall become
effective when all of the following conditions have been met:
(a) the Borrower, the Bank shall each have signed a
copy of this Amendment (whether the same or different
copies); and
(b) the Bank 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
Bank of America National Trust and
Savings
Association
By: /s/ Xxxxxx X. Xxxxxxxx
