EXHIBIT 10.13
AMENDMENT NO. 4
TO
NATIONAL SERVICE INDUSTRIES, INC.
BENEFITS PROTECTION TRUST
THIS AMENDMENT made and entered into as of the 27th day of November,
2001 by and between NATIONAL SERVICE INDUSTRIES, INC. (the "Company") and
WACHOVIA BANK, N.A., as trustee (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company has previously established a trust agreement known
as the National Service Industries, Inc. Benefits Protection Trust (the
"Trust"); and
WHEREAS, the Company now desires to amend the Trust as hereinafter
provided;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants contained herein, the parties hereto agree as follows:
1.
Article 3 is hereby amended by deleting Sections 3.1, 3.2 and 3.3 in
their entirety, renumbering Section 3.4 as Section 3.2, and adding a new Section
3.1 as follows:
"3.1 At any time, the Company shall have the unlimited right
to deliver cash or marketable securities reasonably acceptable to the
Trustee to be credited to the Trustee Expense Account. Any amount
(together with the income attributable thereto) which is credited to
the Trustee Expense Account may be withdrawn by the Company by written
notice to the Trustee at any time prior or subsequent to a Threatened
Change in Control Period and prior to a Change in Control.
Notwithstanding anything contained in this Agreement to the contrary,
the Company shall not make any withdrawal from this Trust during a
Threatened Change in Control Period or after the occurrence of a Change
in Control."
2.
Section 14.2 is hereby amended by deleting all of that portion of such
section after the first sentence.
3.
This Amendment No. 4 shall be effective as of the date of this
Amendment. Except as hereby modified the Trust shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
4 as of the day and year first written above.
NATIONAL SERVICE INDUSTRIES, INC.
BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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WACHOVIA BANK, N.A., AS TRUSTEE
BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇, III
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