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Exhibit 10(g)
EXECUTION COPY
SECOND AMENDMENT
Dated as of May 31, 1995
to
SECURITY AGREEMENT
Dated as of May 11, 1993
This SECOND AMENDMENT TO SECURITY AGREEMENT dated as of May
31, 1995 (this "Amendment") is entered into by and among OHM Corporation, an
Ohio corporation ("OHM"), OHM Remediation Services Corp., an Ohio corporation
("Remediation", and together with OHM, the "Borrowers"), and Bank of America
Illinois ("BAI"), as issuing and paying agent (in such capacity, the "Issuing
and Paying Agent") on behalf of the "Banks" parties to the "Credit Agreement"
referred to below.
PRELIMINARY STATEMENT:
A. The Borrowers entered into that certain Revolving
Credit Agreement dated as of May 11, 1993 (as previously amended and otherwise
modified, the "Prior Credit Agreement") with the financial institutions from
time to time party thereto, BAI (formerly known as Continental Bank N.A.) in
its separate capacities as the administrative agent and issuing bank
thereunder, and Citicorp USA, Inc. ("Citicorp"), in its capacity as agent
thereunder.
B. In connection with the Prior Credit Agreement, the
Borrowers and Analytical Services Corp., an affiliate of the Borrowers,
executed that certain Security Agreement dated as of May 11, 1993 (as
previously amended and otherwise modified, the "Security Agreement") in favor
of the "Administrative Agent" thereunder.
C. The Prior Credit Agreement has been substituted and
replaced by that certain Revolving Credit Agreement dated as of May 31, 1995
(as amended, restated, supplemented or otherwise modified from time to time,
the "Credit Agreement") among the Borrowers, the financial institutions from
time to time party thereto as banks (the "Banks"), the Issuing and Paying Agent
and Citicorp, in its capacity as administrative agent (the "Administrative
Agent") for the Banks.
D. In connection with the Credit Agreement, the
Borrowers, the Banks, the Issuing and Paying Agent and the Administrative Agent
have agreed that the Security Agreement is to be amended as set forth herein.
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E. Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the
Credit Agreement.
NOW, THEREFORE, in consideration of the premises set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. AMENDMENTS TO THE SECURITY AGREEMENT.
1.1 General Definitions. Capitalized terms used in the
Security Agreement and defined in the Credit Agreement shall have the
respective meanings ascribed to such terms in the Credit Agreement.
1.2 Replaced Terms. As used in the Security Agreement, each
of the following terms shall be deemed to be replaced as follows:
(a) The term Administrative Agent shall be replaced
by and shall mean and be a reference to the term Issuing and Paying
Agent.
(b) The term Agent shall be replaced by and shall
mean and be a reference to the term Administrative Agent.
(c) The term Continental shall be replaced by and
shall mean and be a reference to the term BAI.
(d) The term Issuing Bank shall be replaced by and
shall mean and be a reference to the term Issuing Banks.
1.3 Other Changes.
(a) As used in the Security Agreement, the term
Co-Agents shall refer to the Issuing and Paying Agent and the
Administrative Agent.
(b) Each reference in the Security Agreement to
Analytical Services Corp. (and each provision in the Security
Agreement relating solely to Analytical Services Corp.) shall be
deleted in its entirety.
(c) Each reference in the Security Agreement to the
Credit Agreement shall mean and be a reference to the Credit Agreement
as defined herein, and each reference in the Security Agreement to a
section or provision of the Prior Credit Agreement shall mean and be a
reference to the corresponding section or provision of the Credit
Agreement.
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(d) Each reference in the Security Agreement to the
Grantors shall mean and be a reference to the Borrowers.
(e) Section 8(c) of the Security Agreement is
amended by deleting the first sentence thereof and substituting
therefor the following:
"Notwithstanding anything contained herein to
the contrary, upon (i) the occurrence and during the
continuance of an Event of Default, or (ii) during any Secured
Period, (A) any loss, damage or destruction of any Inventory
or Equipment in excess of 2.5% of Net Worth in any one
occurrence or in any related series of occurrences, or (B) any
loss, damage or destruction of any Inventory or Equipment in
excess of 2.5% of Net Worth in any twelve-month period in the
aggregate, then (1) in the case of clause (i) above, all
insurance payments in respect of loss, damage or destruction
of Equipment or Inventory, (2) in the case of clause (ii)(A)
above, any insurance proceeds in respect of such lost, damaged
or destroyed Equipment or Inventory, and (3) in the case of
clause (ii)(B) above, all insurance proceeds in excess of such
amount paid in respect of losses occurring in such
twelve-month period, shall, in each case, be paid to the
Issuing and Paying Agent and, at the Issuing and Paying
Agent's sole option, may be applied by the Issuing and Paying
Agent (after deducting from such proceeds the expenses, if
any, incurred by the Issuing and Paying Agent in the
collection of handling thereof) as specified in Section
14(b)."
(f) The Schedule to the Security Agreement is
amended and restated in its entirety as set forth on Annex I hereto.
SECTION 2. REPRESENTATIONS AND WARRANTIES. Each of the
Borrowers hereby represents and warrants that each of the representations and
warranties set forth in Section 5 of the Security Agreement are true and
correct on and as of the Effective Date of the Credit Agreement as if made on
and as of such date.
SECTION 3. EFFECT ON THE SECURITY AGREEMENT.
3.1 Upon the effectiveness of this Amendment, each reference
in the Security Agreement to "this Agreement," "hereunder," "hereof," "herein,"
or words of like import shall mean and be a reference to the Security Agreement
as amended hereby, and each reference to the Security Agreement in any of the
Transaction Documents and any other document, instrument or
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agreement executed and/or delivered in connection with the Security Agreement
shall mean and be a reference to the Security Agreement as amended hereby.
3.2 Except as specifically set forth herein, the Security
Agreement shall remain in full force and effect and is hereby ratified and
confirmed. Without limiting the generality of the foregoing, each of the
Borrowers hereby acknowledges and agrees that the grant of Liens and security
interests contained in the Security Agreement shall run in favor of the Issuing
and Paying Agent for the benefit of itself, the Banks and the Administrative
Agent, and shall constitute security for the prompt payment and performance of
the Obligations under the Credit Agreement and the other Transaction Documents.
3.3 The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of the
Issuing and Paying Agent under the Security Agreement or any other document,
instrument or agreement executed in connection therewith, nor constitute a
waiver of any provision contained therein, except as specifically set forth
herein.
SECTION 4. EXECUTION IN COUNTERPARTS. This Amendment may be
executed by the parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken
together shall constitute but one and the same instrument.
SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS (INCLUDING SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS
PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.
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SECTION 6. SECTION TITLES. Section titles in this Amendment
are included herein for convenience of reference only and shall not affect in
any way the interpretation of any of the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized
as of the day and year first written above.
OHM CORPORATION
Attest: By____________________________
Title: Treasurer
________________________
Secretary
OHM REMEDIATION SERVICES CORP.
By____________________________
Title: Treasurer
BANK OF AMERICA ILLINOIS, as
Issuing and Paying Agent
By____________________________
Title: Vice President
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ANNEX I
TO
SECOND AMENDMENT
SCHEDULE
to
SECURITY AGREEMENT
Grantor Location of Chief Executive Office
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OHM Corporation 16406 U.S. Route 224 East
Findlay, Ohio 45840
OHM Remediation Services 16406 U.S. Route 224 East
Corp. Findlay, Ohio 45840
Records Concerning
Accounts also kept at: 200 Horizon Center Boulevard
Trenton, New Jersey 08691-1904
5335 Triangle Parkway
Suite 450
Norcross, Georgia 30092
5371 West Las Positas Boulevard
Pleasanton, California 94588
Trade Names: OHM
O.H. Materials Corp.
OHM Corporation the Environmental
Service Company
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