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EXHIBIT NO. 10.1
FIRST AMENDMENT AND SUPPLEMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT, AND NOTE MODIFICATION AGREEMENT
THIS FIRST AMENDMENT AND SUPPLEMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT, AND NOTE MODIFICATION AGREEMENT ("First Amendment") effective as of
September 13, 1995 (the "First 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 (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 First Amendment, the
terms "Borrower", "Credit Agreement", "First Amendment Effective Date", "First
Amendment" and "Lender" 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 First 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, 1996.
(c) The term "Revolving Credit Termination Date" is hereby
amended to mean December 1, 1996.
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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
definitions, which read in their entirety as follows:
"'First Amendment' shall mean that certain First Amendment and
Supplement to Amended and Restated Credit Agreement, and Note
Modification Agreement effective as of September 13, 1995 between the
Lender and the Borrower."
Section 3. Amendments to the Credit Agreement. On and after the
First 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
six (6) consecutive quarterly installments commencing on
September 30, 1995, being in the amount of $350,000 each, and
the sixth and final installment in the amount of the unpaid
principal balance then owing thereunder being due and payable
on the Final Maturity Date. The Term Note shall otherwise be
in substantially the form of Exhibit A-2 hereto. The Term Note
represents a renewal, extension, rearrangement and
modification of the Prior Term Note."
(b) Section 2.07(b) Mandatory Prepayments. Section 2.07(b) of
the Credit Agreement is hereby amended by deleting clause (A) of
subsection (iii) thereof and substituting therefore the following
subsection:
"(A) 50% of the Net Cash Proceeds of the sale of Excluded
Subsidiaries (not including the Foreign Subsidiaries). In
addition, 100% of any deferred purchase price consideration
received in connection with the sale of such Excluded
Subsidiaries shall be assigned to the Lender."
(c) Section 7.15. Location of Business and Offices. Section
7.15 of the Credit Agreement is hereby deleted in its entirety and
restated as follows:
"Section 7.15 Location of Business and Offices. The
Borrower's principal place of business and chief executive
office are located at the address stated on the signature page
of the First Amendment. The principal place of business and
chief executive office of each consolidated Subsidiary are
located at the address stated on Schedule 7.15."
(d) Section 8.07. Key Man Life Insurance Policy. Section 8.07
of the Credit Agreement is hereby deleted in its entirety.
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(e) Section 8.08. Certain Subsidiaries. Section 8.08 of the
Credit Agreement is hereby amended by deleting the phrase "within 90
days from and after the Closing Date" and substituting therefor "by
December 31, 1995,".
(f) Article 8 Affirmative Covenants. Article 8 of the Credit
Agreement is hereby amended by adding the following section:
"Section 8.09 Chief Executive Officer. The Borrower
shall give Lender reasonable notice of any termination or
withdrawal of the Borrower's Chief Executive Officer, which
notice shall include the name of the Person to serve as the
Borrower's interim Chief Executive Officer, if any, until a
new Chief Executive Officer is appointed. If the Borrower
names an interim Chief Executive Officer after making such
notice, the Borrower shall give Lender subsequent notice of
the name of such interim Chief Executive Officer. The Borrower
shall give Lender notice of appointment of a new Chief
Executive Officer, together with a copy of a resume and
references of such new Chief Executive Officer, within a
reasonable period after such appointment."
(g) Section 9.13. Current Ratio. Section 9.13 of the Credit
Agreement is hereby deleted in its entirety and restated as follows:
"Section 9.13 Current Ratio. The Borrower will not permit
the ratio of (i) consolidated current assets less prepaid
expenses to (ii) consolidated current liabilities of the
Borrower and its Consolidated Subsidiaries, determined on the
last day of each three-month fiscal quarter of the Borrower,
to be less than 1.25 to 1.0 for the period from and after the
Closing Date through August 31, 1996, and 1.50 to 1.0
thereafter. As used in this Section 9.13, "current
liabilities" shall not include the entire Indebtedness, but
shall only include the scheduled principal payments due and
payable within the referenced period."
(h) Section 9.16 Fixed Charge Covenant Ratio. Section 9.16
of the Credit Agreement is hereby amended and supplemented to add the following
to the end thereof:
"As used in this Section 9.16, "current maturities of term
debt" shall not include the entire Indebtedness, but shall
only include the scheduled principal payments due and payable
within the referenced period."
(i) Section 10.01(k) Events of Default. Section 10.01(k) of the
Credit Agreement is hereby deleted in its entirety and restated as follows:
"(k) Any change is made in the individual holding the
position of Chief Executive Officer of Borrower
unless the Lender consents to such change within ten
(10) Business Days after the earlier of written
notice thereof from Borrower to Lender or the
appointment of election of a new Chief Executive
Officer, which consent will not be unreasonably
withheld; or"
(j) Section 7.15. Schedule 7.15. The Credit Agreement is
hereby amended by adding Schedule 7.15 as attached hereto as Schedule 7.15.
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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, 1996. 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. 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 foregoing are and shall
remain in full force and effect. In the event of a conflict between this First
Amendment and any of the foregoing documents, the terms of this First Amendment
shall be controlling.
Section 5. 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 First 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 6. Governing Law. This First 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 7. Descriptive Headings, etc. The descriptive headings of
the several Sections of this First Amendment are inserted for convenience only
and shall not be deemed to affect the meaning or construction of any of the
provisions hereof.
Section 8. Entire Agreement. This First Amendment 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 First Amendment.
Section 9. Counterparts. This First 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 First Amendment
to be duly executed and delivered by their respective duly authorized offices as
of January , 1996, and effective as of the date first above written.
NOTICE PURSUANT TO TEX. BUS. & COMM. CODE SECTION26.02
THIS FIRST AMENDMENT 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/ Valerie L. Banner
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Valerie L. Banner
Vice President
Address for Notice:
1019 South Hood Street
Alvin, Texas 77511
Attn: President
with a copy to:
Valerie L. Banner, Esq.
1019 South Hood Street
Alvin, Texas 77511
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TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
By: /s/ C. D. Karges
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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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SCHEDULE 7.15
TEAM, INC.
1019 South Hood Street
Alvin, Texas 77511
(713) 331-6154 - phone
(713) 331-4107 - fax
OFFICERS OFFICE DIRECTORS
William A. Ryan Chairman/President William A. Ryan
Chief Executive Officer Thomas N. Amonett
George W. Harrison Senior Vice President John L. Farrell, Jr.
Valerie L. Banner Vice President/Secretary Jack M. Johnson, Jr.
William B. Jacobs Vice President E. Theodore Laborde
James H. Teller Vice President Sidney B. Williams
Margie E. Rogers Treasurer/Assistant Secretary
BEACON SERVICES, INC.
1019 South Hood Street
Alvin, Texas 77511
(713) 331-6154 - phone
(713) 331-4107 - fax
OFFICERS OFFICE DIRECTORS
William A. Ryan President William A. Ryan
Valerie L. Banner Secretary
Margie E. Rogers Treasurer/Assistant Secretary
COMPOSITE POLE REPAIR, INC
1019 South Hood Street
Alvin, Texas 77511
(713) 331-6154 - phone
(713) 331-4107 - fax
OFFICERS OFFICE DIRECTORS
William A. Ryan President William A. Ryan
Valerie L. Banner Secretary
Margie E. Rogers Treasurer/Assistant Secretary
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HELLUMS SERVICES, INC.
1019 South Hood Street
Alvin, Texas 77511
(713) 331-6154 - phone
(713) 313-4107 - fax
OFFICERS OFFICE DIRECTORS
William A. Ryan President William A. Ryan
Valerie L. Banner Secretary
Margie E. Rogers Treasurer/Assistant Secretary
LEAK REPAIRS,INC.
1019 South Hood Street
Alvin, Texas 77511
(713) 331-6154 - phone
(713) 331-4107 - fax
OFFICERS OFFICE DIRECTORS
William A. Ryan President William A. Ryan
Valerie L. Banner Secretary
Margie E. Rogers Treasurer/Assistant Secretary
PIPE REPAIRS, INC.
1019 South Hood Street
Alvin, Texas 77511
(713) 331-6154 - phone
(713) 331-4107 - fax
OFFICERS OFFICE DIRECTORS
George W. Harrison President William A. Ryan
William A. Ryan Vice President
Valerie L. Banner Secretary
Margie E. Rogers Treasurer/Assistant Secretary
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TEAM ENVIRONMENTAL SERVICES, INC.
1019 South Hood Street
Alvin, Texas 77511
(713) 331-6154 - phone
(713) 331-4107 - fax
OFFICERS OFFICE DIRECTORS
George W. Harrison President William A. Ryan
William A. Ryan Vice President George W. Harrison
Thomas J. Rappolt Vice President
William B. Jacobs Vice President
John P. Kearns Vice President
James H. Teller Vice President
Valerie L. Banner Secretary
Margie E. Rogers Treasurer/Assistant Secretary
TECO MANUFACTURING, INC.
1019 South Hood Street
Alvin, Texas 77511
(713) 331-6154 - phone
(713) 331-4107 - fax
OFFICERS OFFICE DIRECTORS
George W. Harrison President William A. Ryan
William A. Ryan Vice President George W. Harrison
Valerie L. Banner Secretary
Margie E. Rogers Treasurer/Assistant Secretary
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USA FEDERAL SERVICES, INC.
(formerly Universal Federal Services, Inc.)
1019 South Hood Street
Alvin, Texas 77511
(713) 331-6154 - phone
(713) 331-4107 - fax
OFFICERS OFFICE DIRECTORS
William A. Ryan President William A. Ryan
Valerie L. Banner Secretary
Margie E. Rogers Treasurer/Assistant Secretary
USA GUNITE SERVICES, INC.
(formerly General Gunite & Construction Co., Inc.)
1019 South Hood Street
Alvin, Texas 77511
(713) 331-6154 - phone
(713) 331-4107 - fax
OFFICERS OFFICE DIRECTORS
William A. Ryan President William A. Ryan
Valerie L. Banner Secretary
Margie E. Rogers Treasurer/Assistant Secretary
USA MAINTENANCE AND REPAIR SERVICES, INC.
(formerly Universal Services Co., Inc.)
1019 South Hood Street
Alvin, Texas 77511
(713) 331-6154 - phone
(713) 331-4107 - fax
OFFICERS OFFICE DIRECTORS
William A. Ryan President William A. Ryan
Valerie L. Banner Secretary
Margie E. Rogers Treasurer/Assistant Secretary
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USA PUBLIC SERVICES, INC.
(formerly Infrastructure Services, Inc.)
1019 South Hood Street
Alvin, Texas 77511
(713) 331-6154 -- phone
(713) 331-4107 -- fax
OFFICERS OFFICE DIRECTORS
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William A. Ryan President William A. Ryan
Valerie L. Banner Secretary
Margie E. Rogers Treasurer/Assistant Secretary
USA WATER CONSULTING SERVICES, INC.
(formerly Water Company of America)
1019 South Hood Street
Alvin, Texas 77511
(713) 331-6154 -- phone
(713) 331-4107 -- fax
OFFICERS OFFICE DIRECTORS
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William A. Ryan President William A. Ryan
Valerie L. Banner Secretary
Margie E. Rogers Treasurer/Assistant Secretary
801 COMPANIES
FIRST AMERICAN CAPITAL CORPORATION
1019 South Hood Street
Alvin, Texas 77511
(713) 331-6154 -- phone
(713) 331-4107 -- fax
OFFICERS OFFICE DIRECTORS
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William A. Ryan President William A. Ryan
D. Mike Anderson Vice President
Valerie L. Banner Secretary
Margie E. Rogers Treasurer/Assistant Secretary
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FIRST AMERICA DEVELOPMENT CORPORATION
1019 South Hood Street
Alvin, Texas 77511
(713) 331-6154 - phone
(713) 331-4107 - fax
OFFICERS OFFICE DIRECTORS
D. Mike Anderson President William A. Ryan
William A. Ryan Vice President
Valerie L. Banner Secretary
Margie E. Rogers Treasurer/Assistant Secretary
FT. BRAGG 801, INC.
1019 South Hood Street
Alvin, Texas 77511
(713) 331-6154 - phone
(713) 331-4107 - fax
OFFICERS OFFICE DIRECTORS
D. Mike Anderson President William A. Ryan
William A. Ryan Vice President
Valerie L. Banner Secretary
Margie E. Rogers Treasurer/Assistant Secretary
FT. STEWART 801, INC.
1019 South Hood Street
Alvin, Texas 77511
(713) 331-6154 - phone
(713) 331-4107 - fax
OFFICERS OFFICE DIRECTORS
D. Mike Anderson President William A. Ryan
William A. Ryan Vice President
Valerie L. Banner Secretary
Margie E. Rogers Treasurer/Assistant Secretary
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PENSACOLA 801, INC.
1019 South Hood Street
Alvin, Texas 77511
(713) 331-6154 - phone
(713) 331-4107 - fax
OFFICERS OFFICE DIRECTORS
D. Mike Anderson President William A. Ryan
William A. Ryan Vice President
Valerie L. Banner Secretary
Margie E. Rogers Treasurer/Assistant Secretary
PORTALES 801, INC.
1019 South Hood Street
Alvin, Texas 77511
(713) 331-6154 - phone
(713) 331-4107 - fax
OFFICERS OFFICE DIRECTORS
D. Mike Anderson President William A. Ryan
William A. Ryan Vice President
Valerie L. Banner Secretary
Margie E. Rogers Treasurer/Assistant Secretary
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