EXHIBIT 10(q)
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
712 Main Street
Houston, Texas 77002-8096
September 13, 1995
Mr. John M. Slack
Vice President, Chief Financial Officer
Team, Inc.
1001 Fannin, Suite 4656
Houston, Texas 77002
Re: Amended and Restated Loan Agreement ("Agreement") dated
August 24, 1995 between Team, Inc. ("Borrower") and Texas
Commerce Bank ("Bank")
Dear John:
The Bank hereby permanently waives the violation of the covenant
contained in Section 10.01(k) of the Agreement regarding the departure of H.
Wesley Hall of which the Bank was informed on August 25, 1995, subject to the
Borrower's agreement on the following modifications to the Agreement (all of
which will be embodied in a formal amendment to the Agreement as soon as
practicable):
1. The maturity date for both the Revolver and the Term Loan
will be December 1, 1996.
2. A revised amortization of the Term Loan will require quarterly
payments of principal in the amount of $350,000 commencing
September 30, 1995.
3. The Company will apply 50% of the net cash proceeds from the
sale of its 801 Projects as a prepayment on the Term Loan. In
addition, the Company will assign to the Bank 100% of any
deferred purchase price consideration.
4. The existing management change clause contained in Section
10.01(k) of the Agreement will be deleted and replaced in its
entirety by a management change clause which will read in its
entirety as follows:
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"(k) Any change is made in the individual holding
the position of Chief Executive Officer of
Borrower unless the Bank consents to such
change within ten (10) Business Days after
the earlier of written notice thereof from
Borrower to Bank or the appointment or
election of a new Chief Executive Officer,
which consent will not be unreasonably
withheld; or"
5. New affirmative covenants will be required:
o to give Bank notice of any termination or withdrawal
of Borrower's CEO;
o to require delivery of notice of appointment of a
new CEO along with his/her resume and references; and
o to give Bank notice of acting CEO's in the interim
while a search is made for a new CEO.
6. The key-man life insurance on Wes Hall will be released, and a
$2,000,000 key-man life insurance policy will be required on
William Ryan, subject to such insurance coverage being
reasonably available.
7. With regard to calculation of the Current Ratio in Section
9.13 of the Agreement, the Borrower will be permitted to not
treat the entire Indebtedness as a current liability, rather
only the scheduled principal payments which become due in the
subject period will be included.
Similar adjustments will be made for calculation of the Fixed
Charged Coverage Ratio and any other financial covenants in
the Agreement, as necessary, to avoid any default of such
financial covenants occasioned by the Indebtedness being
considered a current liability.
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If the foregoing meets with your understanding of our agreement on
these matters, please so signify by signing and returning a copy of this to the
attention of the undersigned.
Sincerely,
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
By: C. D. KARGES
C. D. Karges
Senior Vice President
AGREED AND ACCEPTED AS OF
SEPTEMBER 13, 1995:
TEAM, INC.
By: JOHN M. SLACK
John M. Slack
Vice President
cc: Valerie L. Banner, Esq.
Craig W. Murray, Esq.
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