Chemical Leaman Corp/FL – ‘S-4’ on 8/5/97 – EX-10.6

As of:  Tuesday, 8/5/97   ·   Accession #:  950115-97-1174   ·   File #:  333-32863

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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-10.6   —   Letter Agreement

EX-10.6
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EXHIBIT 10.6

EX-10.6
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[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                                                              

Eugene C. Parkerson                                                             
c/o Chemical Leaman Corporation                                                 
102 Pickering Way                                                               
Exton, Pennsylvania 19341                                                       

Dear Mr. Parkerson:                                                             

  You are currently the holder of an option to purchase up to 50 shares of
the common stock of Chemical Leaman Corporation (the "Company") at a price of   
$2,400 per share. In exchange for your agreement to cancel this option as set   
forth below, we have agreed as follows:                                         

1. The option referenced above is hereby canceled and shall be of no  
further force or effect, effective as of the date hereof, notwithstanding any   
agreements, instruments or other writings, if any, evidencing the aforesaid     
option. In furtherance and not in limitation of the foregoing, that certain     
Agreement dated as of August 15, 1994 by and between the Company and you is     
hereby terminated in its entirety as of the date hereof. Neither the Company nor
you shall have any continuing rights or obligations with respect to such        
Agreement.                                                                      

    2. As consideration for the foregoing, the Company will pay you a bonus of
$180,000 the proceeds of which shall be disbursed as set forth in 4. below      

3. The Company will on the date hereof grant you the right to purchase
58.25 shares of Chemical Leaman Corporation stock at a price per share of $6,000
pursuant to the terms of a Stock Purchase Agreement and related Promissory Note,
copies of which are attached hereto.                                            

   4. The aggregate purchase of the shares purchaseable pursuant to 3. above
will be $349,500 which amount will be paid for by the delivery by you to the    
Company of the aforesaid Promissory Note. You will apply the after tax proceeds 
of the bonus referenced in 2. above as a reduction of amounts owing in respect  
of such Promissory Note. You and the Company will mutually agree on the amount  
of such after tax proceeds, which amount the Company will retain as a prepayment
under such Promissory Note.                                                     

Please acknowledge your acceptance of these terms and conditions by   
executing this letter where indicated on the following page.                    

EX-10.6
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                       CHEMICAL LEAMAN CORPORATION

                    By: /s/ David M. Boucher
                                          --------------------------------------
                                          David M Boucher, Senior Vice President

                                 Accepted and Agreed, this 10th day of
            September, 1996:

                   /s/ Eugene C. Parkerson
                                      ------------------------------------------
              Eugene C Parkerson

EX-10.6
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 AGREEMENT

  THIS AGREEMENT (the "Agreement ") is made as of this 15th day of August,
1994 by and between Chemical Leaman Corporation, a Pennsylvania corporation (the
"Company"), and Eugene C. Parkerson (the "Grantee").                            

 WITNESSETH:

     WHEREAS, prior to the date hereof the Company has granted to the Grantee an
option (the "Option") to purchase up to 10,000 shares (the "Option Shares") of  
the Company's common stock, par value of Two Dollars and Fifty Cents ($2.50) per
share (the "Common Stock") at an exercise price (the "Exercise Price") equal to 
Twelve Dollars ($12.00) per share; and                                          

     WHEREAS, as of the date hereof, such Option is exercisable and has not been
exercised by the Grantee; and                                                   

    WHEREAS, the Board of Directors of the Company has approved a project (the
"Reverse Share Split") pursuant to which, inter alia, each Two Hundred (200)    
shares of Common Stock that are issued and outstanding on September 10, 1994    
shall be converted on September 15, 1994 (the "Effective Date") into one (1)    
share of Common Stock; and                                                      

 WHEREAS, in order to effect the Reverse Share Split, the parties hereto
desire to amend the Option in the manner set forth herein.                      

    NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and intending to be legally bound, the parties hereto agree as follows:         

 1. Acknowledgement of Option. The parties hereto hereby acknowledge and
agree that on the date hereof (i) the Option is exercisable and unexercised and 
(ii) the Option Shares represent all of the shares of Common Stock subject to   
any issued, exercisable and unexercised options, including without limitation   
the Option, granted by the Company to the Grantee, whether by written or verbal 
agreement between the Company and the Grantee or otherwise.                     

    2. Amendment of Option. Notwithstanding any provision of the Option to the
contrary, the parties hereto hereby agree that on the Effective Date (i) the    
number of Option Shares subject to the Option shall be reduced to Fifty (50)    
shares of the Common Stock, and (ii) the Exercise Price                         

EX-10.6
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under the Option shall be increased to Two Thousand Four Hundred Dollars        
($2,400) per share.                                                             

   3. Confirmation of Option. As amended by this Agreement, the Option is in
all respects ratified and confirmed. In the event of any conflict between the   
provisions of this Agreement and the terms and provisions of the Option, the    
provisions of this Agreement shall prevail.                                     

 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.                  

                         CHEMICAL LEAMAN CORPORATION

                      By: /s/ David M. Boucher
                                       ---------------------------------
           Title

                     /s/ Eugene C. Parkerson
                                   -------------------------------------
                 Eugene C. Parkerson

Dates Referenced Herein

				Referenced-On Page
This ‘S-4’ Filing		Date		First		Last			Other Filings
Filed on:		8/5/97							None on these Dates
		9/10/96		2
		9/15/94		4
		9/10/94		4
		8/15/94		2
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