EXHIBIT 10.10
[LOGO] CHEMICAL LEAMAN CORPORATION
102 Pickering Way o Exton, Pennsylvania 19341-0200
DAVID M. BOUCHER
Senior vice President
Chief Financial Officer
610-363-4215 Direct Dial
610-363-4233 Facsimile
September 10, 1996
Philip J. Ringo
102 Pickering Way
Exton, PA 19341
Re: Amendment No. 1 to Stock Purchase and Pledge Agreement
Dear Phil:
Reference is hereby made to that certain (i) Stock Purchase and Pledge
Agreement (the "Agreement"), dated August 9, 1995, by and between Chemical
Leaman Corporation (the "Company") and Philip J. Ringo ("Ringo"), and (ii) the
$456,000 Promissory Note (the "Note") executed by Ringo in connection therewith.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to them in the Agreement.
The Company desires to issue and sell to Ringo, as of the date hereof,
11.25 shares of the common stock of the Company (the "Additional Shares"), and
Ringo desires to purchase such Additional Shares. The Company and Ringo further
desire that the purchase of such Additional Shares be upon the terms and subject
to the conditions set forth in the Agreement.
This Amendment No. 1 to Stock Purchase and Pledge Agreement sets forth the
terms and conditions pursuant to which the Company shall issue and sell, and
Ringo shall purchase, the Additional Shares.
1. Subject to the terms and conditions set forth herein and in the
Agreement, Ringo hereby subscribes for and agrees to purchase from the Company
and the Company hereby agrees to sell to Ringo, on the date hereof, the
Additional Shares.
2. As full payment for the Additional Shares, on the date hereof, Ringo
shall pay to the Company an amount equal to Six thousand Dollars ($6,000.00) per
Share, for an aggregate purchase price of $67,500 (the "Purchase Price") by the
delivery to the Company of a promissory note in the aggregate principal amount
of $67,500 in substantially the form attached hereto as Exhibit A (the
"Additional Note").
3. The Company's representations and warranties as set forth in Article 3
of the Agreement remain true and correct on the date hereof, except that all
references therein to the "Shares" shall include the Additional Shares and all
references therein to the "Agreement" shall include this Amendment No. 1.
4. Ringo's representations and warranties as set forth in Article 4 of the
Agreement remain true and correct on the date hereof, except that all references
therein to the "Shares" shall include the Additional Shares.
5. The definition of "Collateral" set forth in Article 5 of the Agreement,
shall hereinafter include the Additional Shares, together with all additions
thereto, substitutions or exchanges therefor, proceeds thereof and distributions
thereon. The definition of "Obligations" set forth in Article 5 of the
Agreement' shall hereinafter include the Additional Note and shall include
amounts for which Ringo has no personal liability pursuant to Paragraph 5 of the
Additional Note. The definition of "Documents" set forth in Article 5 of the
Agreement shall hereinafter include the Additional Note and this Amendment No.
1. The references to "Shares" set forth in Article 5 of the Agreement shall
hereinafter include the Additional Shares.
6. The references to "Shares" set forth in Article 6 of the Agreement,
shall hereinafter include the Additional Shares.
7. This Amendment No. 1, together with the Agreement, the Note, the
Additional Note and the Letter Agreement, constitute the entire understanding
among the parties hereto with respect to the subject matter contained herein and
supersedes any prior understandings and agreements among them respecting such
subject matter. In the event of any inconsistency between the Agreement, as
amended hereby, and the Letter Agreement, the terms of this Agreement shall
control.
8. Words of gender may be read as masculine, feminine, or neuter, as
required by context. Words of number may be read as singular or plural, as
required by context.
9. If any provision of this Amendment No. 1 is held illegal, invalid, or
unenforceable, such illegality, invalidity, or unenforceability will not affect
any other provision hereof. This Amendment No. 1 shall, in such circumstances,
be deemed modified to the extent necessary to render enforceable the provisions
hereof.
10. No party hereto may assign any of its rights or delegate any of its
obligations hereunder without the prior written consent of the other parties
hereto.
11. This Amendment No. 1 binds, inures to the benefit of, and is
enforceable by the successors and assigns of the parties hereto, and does not
confer any rights on any other persons or entities.
12. This Amendment No. I shall be construed and enforced in accordance with
the law of the Commonwealth of Pennsylvania.
13. Notwithstanding anything herein contained to the contrary, Ringo shall
only be personally liable under the Additional Note and this Amendment No. 1 to
the extent set forth in Paragraph 5 of the Additional Note.
14. The parties acknowledge that the offer and sale of the Additional
Shares are exempt from registration under the Securities Act by virtue of Rule
701 thereunder and other available exemptions.
If you are in agreement with the foregoing, please sign where indicated
below.
CHEMICAL LEAMAN CORPORATION
/s/ David M. Boucher
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David M. Boucher
Senior Vice President and CFO
ACCEPTED AND AGREED THIS
10th DAY OF SEPTEMBER, 1996
/s/ Philip J. Ringo
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Philip J. Ringo