SECOND AMENDMENT TO MASTER
CREDIT AGREEMENT
THIS SECOND AMENDMENT TO MASTER CREDIT AGREEMENT ("Amendment")
is entered into as of February 7, 1997 among ▇▇▇▇▇▇▇ DE, Inc., ("the
Company"), ▇▇▇▇▇▇▇, 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, as amended by a First Amendment dated as of August 16, 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 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:
Section 5.10 is amended by deleting it in its entirety
and substituting the following in place thereof:
"Fixed Charge Coverage Ratio. The Company shall
maintain a Fixed Charge Coverage Ratio of not less
than 1.00:1 for the fiscal quarters ending December
31, 1996 and March 31, 1997; of not less than 1.05:1
for the fiscal quarter ending June 30, 1997; and not
less than 1.15:1 thereafter."
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.
▇▇▇▇▇▇▇ DE, Inc.
By:/s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, Inc.
By:/s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇
Safeway Chemical Transportation, Inc.
By:/s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇
Brite-Sol Services, Inc.
By:/s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇
Bank of America Illinois,
as Collateral Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Bank of America Illinois, as Bank
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
First Union National Bank, as Bank
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇