FIRST AMENDMENT TO MASTER
CREDIT AGREEMENT
THIS FIRST AMENDMENT TO MASTER CREDIT AGREEMENT ("Amendment")
is entered into as of August 16, 1996 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 Illinois, 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 (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 agrees 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) Section 1.01, definition of "Consolidated Adjusted Net
Worth" is amended by adding the following sentence at the end
of the definition: "For purposes of this definition,
Subordinated Indebtedness shall not exceed 35% of
Consolidated Net Worth."
(b) Section 4.14 is amended by deleting "Minimum Net Worth"
and substituting "Consolidated Adjusted Net Worth" in place
thereof.
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. Wherever 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
Title: President
Xxxxxxx, Inc.
By: /s/ X. X. Xxxxxxxxxxx
Title: President
Safeway Chemical Transportation, Inc.
By: /s/ X. X. Xxxxxxxxxxx
Title: President
Brite-Sol Services, Inc.
By: /s/ X. X. Xxxxxxxxxxx
Title: President
Bank of America Illinois, as Collateral Agent
By: /s/ Xxxxxx X. Xxxxxxxx
Title: Vice President
Bank of America Illinois, as Bank
By: /s/ Xxxxxx X. Xxxxxxxx
Title: Vice President
First Union National Bank, as Bank
By: /s/ Xxxxxxx X. XxXxxxxx
Title: Senior Vice President
