Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Form S-4 Registration Statement 132 843K
2: EX-1.1 Purchase Agreement 47 172K
3: EX-2.1 Asset Purchase Agreement 75 303K
4: EX-2.2 Plan of Merger 6 27K
5: EX-3.1 Articles of Incorporation 58 178K
6: EX-3.2 By-Laws 17 57K
7: EX-4.1 Indenture 160 551K
8: EX-10.1 Registration Rights Agreement 35 121K
17: EX-10.10 Material Contracts 4 23K
18: EX-10.11 Promissory Note 4 25K
19: EX-10.12 Stock Purchase and Pledge Agreement 12 46K
20: EX-10.13 Promissory Note 5 25K
21: EX-10.14 Option to Purchase 5 29K
22: EX-10.15 Purchase Agreement 17 80K
23: EX-10.16 Promissory Note 5 27K
24: EX-10.17 Pledge Agreement 6 28K
25: EX-10.18 Purchase Agreement 17 78K
26: EX-10.19 Promissory Note 5 26K
9: EX-10.2 Credit Agreement 56 257K
27: EX-10.20 Pledge Agreement 5 28K
28: EX-10.21 Promissory Note 3 16K
29: EX-10.22 Promissory Note 3 19K
30: EX-10.23 Promissory Note 3 19K
31: EX-10.24 Consultant Agreement 5 23K
32: EX-10.25 Service Agreement 17 66K
33: EX-10.26 Consulting Agreement 5 29K
34: EX-10.27 Consulting Agreement 8 29K
35: EX-10.28 Agreement and Release 9 29K
36: EX-10.29 Employment Agreement 4 29K
10: EX-10.3 Purchase Agreement 17 81K
37: EX-10.30 Amendment to Letter Agreement 4 22K
38: EX-10.31 Exchange Agreement 24 86K
39: EX-10.32 Uniform Bulk Motor Carrier Contract 318 870K
40: EX-10.33 Lease Agreement 47 158K
41: EX-10.34 Revolving Credit Agreement 23 98K
42: EX-10.35 Amended and Restated Revolving Credit Agreement 75 256K
43: EX-10.36 Credit Agreement 64 269K
44: EX-10.37 Contribution and Purchase Agreement 358 1.96M
45: EX-10.38 Pooling and Servicing Agreement 539 2.45M
46: EX-10.39 Certificate Purchase Agreement 6 37K
11: EX-10.4 Promissory Note 5 26K
47: EX-10.40 Marketing Services Agreement 11 43K
12: EX-10.5 Pledge Agreement 5 28K
13: EX-10.6 Letter Agreement 5 23K
14: EX-10.7 Purchase Agreement 17 81K
15: EX-10.8 Promissory Note 5 26K
16: EX-10.9 Pledge Agreement 5 28K
48: EX-12.1 Computation of Ratios 1 16K
49: EX-21.1 Chemical Leaman Corporation Subsidiaries 2 14K
50: EX-23.1 Consent of Arthur Andersen LLP 1 14K
51: EX-24.(A) Certified Corporate Resolution 2 16K
52: EX-25.1 Form T-1 8 35K
53: EX-27 Financial Data Schedule 1 16K
54: EX-99.1 Letter of Transmittal 18 83K
55: EX-99.2 Notice of Guaranteed Delivery 3 20K
EX-10.30 — Amendment to Letter Agreement
| EX-10.30 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 10.30
Chemical Leaman Corporation
Chemical Leaman Tank Lines, Inc.
102 Pickering Way
Exton, Pennsylvania 19341
October 31, 1995
Mr. Philip J. Ringo
102 Pickering Way
Exton, PA 19341
Re: Amendment No. 1 to Letter Agreement
dated June 2, 1995
Dear Mr. Ringo:
Reference is hereby made to the letter agreement (the "Letter Agreement")
dated June 2, 1995 by and among you, Chemical Leaman Corporation and Chemical
Leaman Tank Lines, Inc., which has been joined by David R. Hamilton and George
McFadden. Capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed to them in the Letter Agreement.
This Amendment No. 1 to Letter Agreement sets forth the terms under which
the Letter Agreement will be amended, effective as of the date of your execution
below.
1. Your right to require the Companies to purchase for cash all of your
stock of the Parent as set forth in Paragraph 3 of the Letter Agreement shall be
exercisable by you or your representative only by delivering written notice of
such election to each of the Companies within 30 days (60 days if your
employment terminates as a result of your death or disability) following the
date of the fair market value determination provided for in Paragraph 3 of the
Letter Agreement, which will be required to be obtained upon and after the
termination of your employment at the request of either you or the Companies.
Settlement of the purchase of such stock shall occur on the date set forth in
such notice, which date shall under no circumstances be more than 20 days after
the date of such notice.
2. If your employment is terminated at any time for Just Cause, the Parent
shall have the right (but not the obligation) to purchase all or any portion of
the shares of the common stock of the Parent which you own. Such right shall be
exercisable by the Parent only by delivering written notice of such election to
you within 30 days following the date of the fair market value determination
provided for in Paragraph 3 of the Letter Agreement, which will be required to
be obtained upon and after the termination of your employment at the request of
either you or the Companies. The purchase price for such shares shall be the
fair market value thereof (determined in accordance with Paragraph 3 of the
Letter Agreement). Settlement of the purchase of such shares shall occur on the
date set forth in such notice, which date shall under no circumstances be more
than 20 days after the date of such notice. You acknowledge and agree that any
such purchase shall constitute a sale, transfer or conveyance of Shares (as
defined in the Stock Purchase and Pledge Agreement, dated August 9, 1995, by and
between you and the Parent) for consideration and therefore will require you to
prepay your Promissory Note to Parent, dated August 9, 1995 in accordance with,
and to the extent of, the terms of Section 2(b) thereof.
3. Notwithstanding the provisions of Paragraph 8 of the Letter Agreement,
the purchase price to be paid by you in the event the Parent redeems all or
substantially all of the "Szabo block" of shares, and in connection therewith
you exercise your right under Paragraph 8 of the Letter Agreement to purchase
additional shares of common stock of the Parent (the "Paragraph 8 Shares"),
shall be equal to $6,000 per Paragraph 8 Share until June 1, 2000. On and after
June 2, 2000, the purchase price per Paragraph 8 Share shall be an amount equal
to two-thirds (2/3rds) of the fair market value of such Paragraph 8 Shares
(determined in accordance with Paragraph 3 of the Letter Agreement).
In addition, if you exercise your right under Paragraph 8 of the Letter
Agreement to purchase Paragraph 8 Shares at a time when the fair market value of
each of such Paragraph 8 Shares is determined (by the Parent and you jointly, or
by applicable governmental authority) to exceed your purchase price per share
(as equitably adjusted for stock splits, etc.), the Parent will, concurrently
with such determination, pay you in cash a bonus equal to the total of the
applicable federal, state and local income taxes (computed at the highest
individual marginal tax rates) on such excess (grossed up to cover all
applicable federal, state and local income taxes on such bonus) for each such
Paragraph 8 Share you so purchase.
4. In the event that the Letter Agreement or this Amendment No. 1 requires
a fair market value determination pursuant to paragraph 3 of the Letter
Agreement, the parties agree to proceed reasonably and in good faith to complete
or obtain completion of such determination as promptly as practicable.
5. The Parent shall reimburse you for the reasonable legal fees and
expenses of your counsel up to $2,000 incurred in connection with the
negotiation and execution of this Amendment No. 1 to Letter Agreement.
6. This Amendment No. 1 to Letter Agreement, together with the Letter
Agreement and a Stock Purchase and Pledge Agreement dated August 9, 1995 between
you and Chemical Leaman Corporation, constitute the entire agreement among the
parties with respect to the subject matter hereof, and may not be amended except
by a written instrument signed by the parties hereto.
If you are in agreement with the foregoing, please sign where indicated
below, and return one original of your signature to the Companies for our
records.
Very truly yours,
CHEMICAL LEAMAN CORPORATION
CHEMICAL LEAMAN TANK LINES, INC.
By: /s/ David R. Hamilton
-------------------------------------
Title:
ACCEPTED AND AGREED, THIS
_____ DAY OF OCTOBER, 1995,
/s/ Philip J. Ringo
--------------------
Philip J. Ringo
November 29, 1995
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 6/2/00 | | 3 | | | | | None on these Dates |
| | 6/1/00 | | 3 |
| Filed on: | | 8/5/97 |
| | 11/29/95 | | 4 |
| | 10/31/95 | | 2 |
| | 8/9/95 | | 3 |
| | 6/2/95 | | 2 |
| List all Filings |
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