Exhibit 10.11
AMENDED AND RESTATED PREFERRED UNIT REPURCHASE AGREEMENT
THIS
AMENDED AND RESTATED PREFERRED UNIT REPURCHASE AGREEMENT (this
"Agreement") is dated as of December 30,
2002 between Contico International,
L.L.C., a Delaware limited liability
company ("Contico"), Katy Industries, Inc.,
a Delaware corporation ("Katy") and
Newcastle Industries, Inc., a Missouri
corporation ("Newcastle").
WHEREAS,
Katy and Newcastle entered into the Members Agreement of
Contico,
dated as of January 8, 1999 (as amended,
the "Members Agreement") which provides
for the terms and conditions of the
Preferred Units (as defined therein);
WHEREAS,
on June 28, 2001, Contico repurchased 165 of its Preferred
Units
from Newcastle pursuant to that certain
Preferred Unit Repurchase Agreement,
dated as of March 28, 2001, as amended;
WHEREAS,
the parties hereto entered into that certain Preferred Unit
Repurchase Agreement on October 17, 2002
(the "Original Agreement") whereby
Contico agreed to repurchase the remaining
164 Preferred Units of Contico owned
by Newcastle on or before December 31, 2002
upon the occurrence of certain
conditions precedent, including an
amendment to Katy's credit agreement to
permit the transaction; and
WHEREAS,
Katy requires additional time to complete the amendment to its
credit agreement allowing for the payment
of the Consideration (as defined
below).
NOW,
THEREFORE, in consideration of the mutual agreements, provisions
and
covenants contained in this Agreement, the
parties hereto agree that the
Original Agreement is hereby amended and
restated in its entirety as follows:
SECTION 1.
Definitions.
Capitalized terms used herein and not described herein have the
respective
meaning ascribed to them in the Members
Agreement.
SECTION 2.
Purchase and Sale of Preferred Units
On the
Closing Date (as defined below), Newcastle shall tender to
Contico,
Contico shall repurchase from Newcast
