Fifth Amendment of Credit Agreement among MPW, Bank One and National City.


 Exhibit 10(a) 
  
 FIFTH MODIFICATION IN TERMS AGREEMENT 
  
 THIS FIFTH MODIFICATION IN TERMS AGREEMENT (the “Modification”), dated as of March 31, 2005 (the “Effective
Date”), is entered into by and among MPW Industrial Services Group, Inc. (“MPW Group”), each of the Subsidiaries of MPW Group listed on the Schedule of Subsidiary Borrowers attached hereto, the Lenders listed on the signature pages of
this Modification, and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Columbus)), as Administrative Agent and LC Issuer. 
  
 Background Information 
  
 A. Borrowers, Lenders, Administrative Agent and LC Issuer entered into a certain Credit Agreement, dated as of June 18, 2002, as amended by (i) a
Modification In Terms Agreement, dated as of April 27, 2004, (ii) a Second Modification In Terms Agreement, dated as of August 6, 2004 (iii) a Third Modification In Terms Agreement, dated as of November 12, 2004, and (iv) a Fourth Modification In
Terms Agreement, dated as of February 11, 2005 (such credit agreement, as so amended, the “Agreement”). 
  
 B. Lenders have agreed to extend Revolving Loans to Borrowers in the maximum principal amount of $35,000,000, including a sublimit for LC Obligations in
the maximum amount of $5,000,000 (the “Facility LC Sublimit”), pursuant to the Agreement. 
  
 C. Borrowers have requested that the Facility LC Sublimit be increased to $5,500,000, and the Lenders are willing to consent to the same, pursuant to the
terms and conditions as set forth herein. 
  
 Provisions

  
 NOW, THEREFORE, in consideration of their mutual agreements
hereunder and under the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowers, Lenders and LC Issuer hereby agree as follows: 
  
 1. Capitalized Terms. Except as otherwise defined herein, the
capitalized terms used herein shall have the same meanings as set forth in the Agreement. 
  
 2. Modification of Terms. The Facility LC Sublimit shall be increased from $5,000,000 to $5,500,000, and in that connection:. 
  
 (a) The maximum amount of the Aggregate Outstanding Revolving Credit Exposure, including the Facility LC Sublimit as so
increased, shall remain at $35,000,000.00. 






 (b) Section 2.19.1 of the Agreement shall be amended in its entirety to provide as follows: 

 
 “2.19.1. Issuance. The LC Issuer hereby
agrees, on the terms and conditions set forth in this Agreement, to issue documentary and standby letters of credit (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,”
and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Termination Date upon the request of the Borrowers; provided that immediately after each such Facility
LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $5,500,000 and (ii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Commitment. No Facility LC shall
have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance.” 
  
 3. Conditions to Lender’s Obligations. The agreement of Lenders and LC Issuer to enter into this Modification, and for Lenders and LC Issuer
to be bound by the terms hereof, are subject to the satisfaction of the following conditions precedent: 
  
 (a) Delivery of Documents. On or prior to the Effective Date, Administrative Agent shall have received such certificates, documents
and other items as Administrative Agent, in its reasonable discretion, deems necessary or desirable. 
  
 (b) Representations and Warranties. The representations and warranties made by Borrowers in this Modification shall be true and
correct in all material respects as of the date of this Modification. 
  
 4. Exhibits and Schedules. Each Borrower confirms and warrants that the information set forth in all schedules and exhibits to the Agreement is true, accurate and complete as of the date hereof. 
  
 5. Representations and Warranties; No Defaults. Each Borrower hereby
represents and warrants to Lenders, LC Issuer and Administrative Agent that the following are true and correct as of the date of this Modification: 
  
 (a) except as otherwise disclosed to the Lenders, Administrative Agent and LC Issuer, the representations and warranties of each Borrower
contained in the Agreement are true and correct on and as of the date of this Modification as if made on and as of such date, unless stated to relate to a specific earlier date, in which case they were true, correct and complete in all material
respects on and as of such earlier date; 
  
 (b)
except as otherwise disclosed to the Lenders, Administrative Agent and LC Issuer, all financial statements and information of Borrowers provided to Administrative Agent and Lenders are true, accurate and complete in all material respects as of the
date of, and for the periods covered by, such financial statements and information; 
  
 (c) neither this Modification nor any other document, certificate or written statement furnished to Administrative Agent and/or Lenders or
to special counsel to 

  

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Administrative Agent by or on behalf of any Borrower in connection with the transactions contemplated hereby contains any untrue statement of a material fact
or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading; 
  
 (d) each Borrower has full power and authority (i) to execute, deliver and perform this Modification, and (ii) to incur the obligations
provided for herein and therein, all of which have been duly authorized by all necessary and proper action by each Borrower; 
  
 (e) no consent, waiver or authorization of, or filing with, any person, entity or governmental authority is required to be made or
obtained by any Borrower in connection with the execution, delivery, performance, validity or enforceability of this Modification; 
  
 (f) this Modification constitutes the legal, valid and binding obligation of Borrowers, enforceable against Borrowers in accordance with
its terms; 
  
 (g) giving effect to the changes
to the Agreement contemplated by this Modification, no Unmatured Default nor Default has occurred and is continuing; 
  
 (h) no event has occurred which would have a Material Adverse Effect; and 
  
 (i) the execution and delivery by Borrowers of this Modification and the performance by Borrowers of this
Modification and the transactions contemplated hereby: (i) do not and will not violate any law or regulation; (ii) do not and will not violate any order, decree or judgment by which any Borrower is bound; (iii) do not and will not violate or
conflict with, result in a breach of or constitute (with notice, lapse of time, or otherwise) a default under any material agreement, mortgage, indenture or other contractual obligation to which any Borrower is a party, or by which any
Borrower’s properties are bound; or (iv) do not and will not result in the creation or imposition of any lien upon any property or assets of any Borrower. 
  

6. Reaffirmation of Liability. Subject to the terms and conditions contained herein, each Borrower hereby reaffirms its liability to Lender
under the Agreement, the Collateral Documents, the Notes, the other Loan Documents and all other agreements and instruments executed by Borrowers for the benefit of Administrative Agent, Lenders or LC Issuer in connection with the Agreement and the
Revolving Loans and the Term Loans (collectively, the “Bank Documents”). Without limiting the generality of the foregoing, each Borrower reaffirms all of its payment obligations, including with respect to the Revolving Loans and the Term
Loans under the Agreement and the Notes and with respect to the LC Obligations. In addition, each Borrower agrees that Administrative Agent, each Lender and LC Issuer have performed all of their obligations under the Bank Documents and that none of
Administrative Agent, any Lender or LC Issuer is in default under any obligation any of them has or ever did have to any Borrower under the Bank Documents or any other agreement. As a specific inducement and consideration to Lenders, Administrative
Agent and LC Issuer to enter into this Modification and agree to the transactions contemplated hereby, each Borrower hereby waives and releases each Lender, Administrative Agent and LC Issuer, their respective officers, directors, 

  

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employees and representatives, from any and all claims or causes of actions, if any, accruing on or before the date hereof and arising out of the past and/or
present business relationship among each Borrower and each Lender, Administrative Agent or LC Issuer which any Borrower now has or may have or in the future may have against any Lender, Administrative Agent or LC Issuer or any of their respective
officers, directors, employees or representatives. 
  
 7.
Effectiveness of Modification. All of the terms, covenants and conditions of, and the obligations of Borrowers under, the Bank Documents shall remain in full force and effect as modified hereby. 
  
 8. Preservation of Existing Security Interests. Each mortgage,
security interest, pledge, assignment, lien or other conveyance or encumbrance of any right, title, or interest in any property of any kind delivered to Administrative Agent for the benefit of Lenders at any time by any Borrower or any other Person
in connection with the Bank Documents or to secure the performance of the obligations of Borrowers under the Bank Documents, including pursuant to the Collateral Documents, shall remain in full force and effect following the execution of this
Modification. Each Borrower hereby authorizes the Lenders and the Administrative Agent to file all UCC financing statements, amendments of existing UCC financing statements and correction statements with respect to UCC financing statements and other
documents that the Administrative Agent deems necessary or desirable in connection with any such security interests, including to file initial financing statements and amendments thereto that (x) indicate the collateral (i) as all assets and/or
personal property of each Borrower or words of similar effect, regardless of whether any particular asset comprised in the collateral falls within the scope of Article 9 of the Ohio Uniform Commercial Code, or (ii) as being of an equal or lesser
scope or with greater detail, and (y) provide any other information required by part 5 of Article 9 of the Ohio Uniform Commercial Code, for the sufficiency or filing office acceptance of any financing statement or amendment. 
  
 9. Expenses. Borrowers shall reimburse Administrative Agent for any
costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for Administrative Agent and Lenders, which attorneys may be employees of Administrative Agent and Lenders) paid or incurred
by Administrative Agent and Lenders in connection with the preparation, negotiation, execution, delivery, performance, review, amendment, modification, and administration of this Modification, the Agreement and the other Bank Documents. Borrowers
also agree to reimburse Administrative Agent for any costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for Administrative Agent and Lenders, which attorneys may be employees
of Administrative Agent and Lenders) paid or incurred by Administrative Agent and Lenders in connection with the collection and enforcement of the Agreement and the other Bank Documents. 
  
 10. Applicable Law. This Modification shall be construed in accordance with the internal laws (but without regard to
the conflict of laws provisions) of the State of Ohio, but giving effect to federal laws applicable to national banks. 
  
 11. Severability. Any provision of this Modification that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective only to the extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. 
  

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 12. Counterparts. This Modification may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument. 
  
 13. Amendments and Supplements. This Modification may not be amended or supplemented except by an instrument in writing executed by Borrowers and
Agent. 
  
 14. Covenants to Survive, Binding Agreement.
This Modification shall be binding upon and inure to the benefit of Borrowers, Lenders, Administrative Agent and LC Issuer and their respective successors or assigns; provided, however, that Borrowers may not assign or otherwise dispose of any of
their rights or obligations hereunder. 
  
 15. Entire
Agreement. This Modification embodies the entire agreement and understanding among Borrowers, Administrative Agent, Lenders and LC Issuer relating to, and supersedes all prior agreements and understandings among Borrowers, Administrative Agent,
Lenders and LC Issuer relating to, the subject matter hereof. 
  
 16. Headings. The headings of the sections of this Modification are for convenience only and shall not affect the meaning or interpretation of this Modification. 
  
 17. Interpretation. This Modification is to be deemed to have been prepared jointly by the parties hereto, and any
uncertainty or ambiguity existing herein shall not be interpreted against any party but shall be interpreted according to the rules for the interpretation of arm’s length agreements. 
  
 18. WAIVER OF JURY TRIAL. EACH BORROWER, ADMINISTRATIVE AGENT, LC ISSUER AND EACH LENDER HEREBY WAIVE TRIAL BY
JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

  
 [Signatures on following pages] 
  

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 IN WITNESS WHEREOF, the parties hereto entered into this Modification to be effective as of the Effective
Date. 
  

			
	BORROWERS:
	
	MPW Industrial Services Group, Inc.
		
	By:	 	 /s/ Robert Valentine


	Name:	 	Robert Valentine
	Title:	 	 Vice President, Chief Operating Officer,
 Chief Financial
Officer, Secretary and Treasurer

	
	 Each of the Other Borrowers Listed
 on the
Schedule of Subsidiary Borrowers

		
	By:	 	 /s/ Robert Valentine


	Name:	 	Robert Valentine
	Title:	 	Vice President, Chief Operating Officer,
	 	 	Chief Financial Officer, Secretary and Treasurer


  
 [Signatures of
Lenders, Administrative Agent and LC Issuer on Following Pages] 
  

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	JPMorgan Chase Bank, N.A.
	(successor by merger to Bank One, NA (Main Office Columbus)),
	as a Lender and as Administrative Agent and LC Issuer
		
	By:	 	 /s/ Geoffrey M. Eagleson


	 	 	Geoffrey M. Eagleson, First Vice President


  

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	 NATIONAL CITY BANK,
 as a
Lender

		
	By:	 	 /s/ Robert C. Wolfinger


	 	 	Robert C. Wolfinger, Senior Vice President


  

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 SCHEDULE OF SUBSIDIARY BORROWERS 
  
 Aquatech Environmental, Inc. 
 MPW Industrial
Services, Inc. 
 MPW Management Services Corp. 
 MPW Industrial
Water Services, Inc. 
 MPW Container Management Corp. 
 MPW
Container Management Corp. of Michigan 
 MPW Industrial Services of Indiana, LLC 
 MPW Industrial Cleaning Corp. 
  

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