EXHIBIT 10.23
AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT ("Amendment") is made effective as of the 27th day of
March, 1997, by and between EMCON ("Borrower") and Union Bank of California,
N.A. ("Bank").
RECITALS
A. Borrower is currently indebted to Bank pursuant to the terms and
conditions of that certain Credit Agreement dated February 29,
1996 and amended on September 13, 1996 and January 27, 1997 (the
"Agreement");
B. Borrower and Bank have agreed to amend the Agreement to reflect
certain changes in the terms and conditions set forth therein.
C. All references to the "Prime Rate" in all the Loan Documents
shall be deemed to be references to the "Reference Rate".
"Reference Rate" shall mean the rate announced by Bank from time
to time at its corporate headquarters as its Reference Rate. The
Reference Rate is an index rate determined by Bank from time to
time as a means of pricing certain extensions of credit and is
neither directly tied to any external rate of interest or index
nor necessarily the lowest rate of interest charged by Bank at
any given time.
NOW, THEREFORE, the parties hereto agree as follows:
1. Section 6.3 of the Agreement the first and the second lines are
to read as follows:
Pay any dividends except those payable solely in
Borrower's capital stock, provided however, that
Keystone Recovery, Inc. may pay dividends
according to the Keystone Recovery, Inc.
Distribution Policy in effect at the time of this
Amendment, so long as the aggregate annual
distribution does not exceed Fifty Thousand
Dollars ($50,000);
GENERAL AMENDMENT PROVISIONS
A. Except as specifically provided herein, all terms and conditions of
the Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Agreement shall have the same
meaning when used in this Amendment, and this Amendment and the
Agreement shall be read together as one document. Where any provisions
of the Agreement amended by this Amendment appear in a promissory note
tied to the Agreement, the same provisions in said promissory note
shall be deemed likewise amended.
B. Borrower hereby confirms all representations and warranties
contained in the Agreement and reaffirms all covenants set forth
therein. Further, Borrower certifies that, as of the date of this
Amendment, there exists no Event of Default as defined in the
Agreement, nor any condition, act or event which with the giving of
notice or the passage of time or both would constitute an Event of
Default.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to
become effective as of the date and year first written above.
Union Bank of California, N.A. EMCON
By: /s/ Susan M. Cunliffe By: /s/ R. Michael Momboisse
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Susan M. Cunliffe R. Michael Momboisse
Title: Vice President Title: Chief Financial Officer
and Vice President- Legal
Dated: 3/27/97
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