EXHIBIT 10.Q
SECOND AMENDMENT AND SUPPLEMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT, AND REVOLVING CREDIT NOTE MODIFICATION
AND TERM NOTE MODIFICATION AGREEMENT
THIS SECOND AMENDMENT AND SUPPLEMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT, AND REVOLVING CREDIT NOTE MODIFICATION AND TERM NOTE MODIFICATION
AGREEMENT ("SECOND AMENDMENT") effective as of May 31, 1996 (the "SECOND
AMENDMENT EFFECTIVE DATE") is made and entered into by and among TEAM, INC. (the
"BORROWER"), a Texas corporation, and TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
a national banking association (the "LENDER").
RECITALS
WHEREAS, the Borrower and the Lender are parties to an Amended and
Restated Credit Agreement dated as of August 24, 1995 (as amended and
supplemented by the First Amendment and Supplement to Amended and Restated
Credit Agreement, and Note Modification Agreement dated effective as of
September 13, 1995, the "CREDIT AGREEMENT"); and
WHEREAS, the Borrower and the Lender have agreed, on the terms and
conditions herein set forth, to amend certain aspects of the Credit Agreement
and to modify the payment terms of the "Term Note" and the "Revolving Credit
Note" (as such terms are defined in the Credit Agreement);
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the Borrower and the Lender hereby agree that the Credit
Agreement shall be amended as follows:
SECTION 1. CERTAIN DEFINITIONS. As used in this Second Amendment, the
terms "Borrower", "Credit Agreement", "Lender", "Second Amendment" and "Second
Amendment Effective Date" shall have the meanings indicated above; and unless
otherwise defined herein, all terms beginning with a capital letter which are
defined in the Credit Agreement shall have the same meanings herein as therein
unless the context hereof otherwise requires.
SECTION 2. AMENDMENTS TO CREDIT AGREEMENT.
SECTION 2.1. DEFINED TERMS. The following terms, which are defined in
Section 1.02 of the Credit Agreement, are hereby amended as follows:
(a) The term "Agreement" is hereby amended to mean the Amended
and Restated Credit Agreement, as amended and supplemented by this
Second Amendment and as the same may from time to time be further
amended or supplemented.
(b) The term "Final Maturity Date" is hereby amended to mean
December 1, 1997.
(c) The term "Revolving Credit Termination Date" is hereby
amended to mean December 1, 1997.
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SECTION 2.2. ADDITIONAL DEFINED TERMS. Section 1.02 of the Credit
Agreement is hereby further amended and supplemented by adding the following new
definition, which reads in its entirety as follows:
"'Second Amendment' shall mean that certain Second Amendment
and Supplement to Amended and Restated Credit Agreement, and Revolving
Credit Note Modification and Term Note Modification Agreement effective
as of May 31, 1996, between the Lender and the Borrower."
SECTION 2.3. AMENDMENTS TO THE CREDIT AGREEMENT. On and after the
Second Amendment Effective Date, the Credit Agreement shall be amended as
follows:
(a) Section 2.06(b) TERM NOTE. Section 2.06(b) of the Credit
Agreement is hereby amended by deleting the first paragraph thereof and
substituting therefore the following paragraph:
"(b) TERM NOTE. The Loans to be made by the Lender to the
Borrower pursuant to Subsection 2.01(c) shall be evidenced by
the Term Note, being that certain promissory note of the
Borrower dated the Closing Date, in the original principal
amount of $3,950,000, payable to the order of the Lender in
ten (10) consecutive quarterly installments commencing on
September 30, 1995, being in the amount of $350,000 each, and
the tenth and final installment in the amount of the unpaid
principal balance then owing thereunder being due and payable
on the Final Maturity Date as modified by the Second
Amendment. The Term Note shall otherwise be in substantially
the form of Exhibit A-2 hereto as modified by the Second
Amendment. The Term Note represents a renewal, extension,
rearrangement and modification of the Prior Term Note."
(b) SECTION 9.14. TANGIBLE NET WORTH. Section 9.14 of the
Credit Agreement is hereby amended by deleting "$13,000,000" in the
first sentence thereof and substituting therefor "$10,000,000".
SECTION 3. REVOLVING CREDIT NOTE MODIFICATION. Notwithstanding anything
to the contrary contained in the Revolving Credit Note or the Credit Agreement,
the maturity date of the Revolving Credit Note shall be due and payable on
December 1, 1997. Accrued interest at the rate or rates specified or referred to
in the Revolving Credit Note shall remain due and payable and payable on the
dates specified or referred to in the Revolving Credit Note.
SECTION 4. TERM NOTE MODIFICATION. Notwithstanding anything to the
contrary contained in the Term Note or the Credit Agreement, the maturity date
of the Term Note shall be due and payable on December 1, 1997. Accrued interest
at the rates specified or referred to in the Term Note shall remain due and
payable on the dates specified or referred to in the Term Note and Section
2.06(b) of the Credit Agreement, as amended and supplemented by this Second
Amendment.
SECTION 5. LIMITATIONS. The amendments set forth herein are limited
precisely as written and shall not be deemed to (a) be a consent to, or waiver
or modification of, any other term or condition of the Credit Agreement, the
Notes or any of the other Security Instruments, or (b) except as expressly set
forth herein, prejudice any right or rights which the Lender may now have or may
have in the future under or in connection with the Credit Agreement, the Notes,
the Security Instruments or any of the other documents referred to therein.
Except as expressly supplemented, amended or modified hereby or by express
written amendments thereof, the terms and provisions of the Credit Agreement,
the Notes, and any other Security Instruments or any other documents or
instruments executed in connection with any of the
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foregoing are and shall remain in full force and effect. In the event of a
conflict between this Second Amendment and any of the foregoing documents, the
terms of this Second Amendment shall be controlling.
SECTION 6. PAYMENT OF EXPENSES. The Borrower agrees, whether or not the
transactions hereby contemplated shall be consummated, to reimburse and save the
Lender harmless from and against liability for the payment of all reasonable
substantiated out-of-pocket costs and expenses arising in connection with the
preparation, execution, delivery, amendment, modification, waiver and
enforcement of, or the preservation of any rights under this Second Amendment,
including, without limitation, the reasonable fees and expenses of any local or
other counsel for the Lender, and all stamp taxes (including interest and
penalties, if any), recording taxes and fees, filing taxes and fees, and other
charges which may be payable in respect of, or in respect of any modification
of, the Credit Agreement and the other Security Instruments. The provisions of
this Section shall survive the termination of the Credit Agreement and the
repayment of the Loans.
SECTION 7. GOVERNING LAW. This Second Amendment and the rights and
obligations of the parties hereunder and under the Credit Agreement shall be
construed in accordance with and be governed by the laws of the State of Texas
and the United States of America.
SECTION 8. DESCRIPTIVE HEADINGS, ETC. The descriptive headings of the
several Sections of this Second Amendment are inserted for convenience only and
shall not be deemed to affect the meaning or construction of any of the
provisions hereof.
SECTION 9. ENTIRE AGREEMENT. This Second Amendment, the Credit
Agreement, the Notes, and the documents referred to herein represent the entire
understanding of the parties hereto regarding the subject matter hereof and
supersede all prior and contemporaneous oral and written agreements of the
parties hereto with respect to the subject matter hereof, including, without
limitation, any commitment letters regarding the transactions contemplated by
this Second Amendment.
SECTION 9. COUNTERPARTS. This Second Amendment may be executed in any
number of counterparts and by different parties on separate counterparts and all
of such counterparts shall together constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed and delivered by their respective duly authorized
offices as of July 29, 1996, and effective as of the date first above written.
NOTICE PURSUANT TO TEX. BUS. & COMM. CODE SS.26.02
THIS SECOND AMENDMENT, THE CREDIT AGREEMENT, THE NOTES AND OTHER LOAN
DOCUMENTS EXECUTED BY ANY OF THE PARTIES BEFORE OR SUBSTANTIALLY
CONTEMPORANEOUSLY WITH THE EXECUTION HEREOF TOGETHER CONSTITUTE A WRITTEN LOAN
AGREEMENT AND REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NOT UNWRITTEN ORAL AGREEMENT BETWEEN THE PARTIES.
TEAM, INC.
By: /s/ MARGIE E. ROGERS
Margie E. Rogers
Treasurer
Address for Notice:
Joan Cohen, Esq.
1019 South Hood Street
Alvin, Texas 77511
Attn: President
with a copy to:
MARGIE E. ROGERS
1019 South Hood Street
Alvin, Texas 77511
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TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
By: /s/ C. D. KARGES
C. D. Karges
Senior Vice President
Address for Notices:
712 Main Street
Houston, Texas 77002
Attention: Mr. C. D. Karges
Lending Office for Base Rate and
Eurodollar Loans:
712 Main Street
Houston, Texas 77002
Telecopier No.: (713) 216-6004
Telephone No.: (713) 216-5929
Attention: C.D. Karges
with a copy to:
Loan Agreements
1111 Fannin, 10th Floor
Houston, Texas 77002
Telecopier No.: (713) 750-2951
Telephone No.: (713) 750-2990
Attention: Manager
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