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EXHIBIT 10.24.3
THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT
This Third Amendment to Note Purchase Agreement (this "Third
Amendment") dated as of August 6, 1997 is between Universal Seismic Associates,
Inc., a Delaware corporation (the "Company"), and RIMCO Partners, L.P., a
Delaware limited partnership, RIMCO Partners, X.X. XX, a Delaware limited
partnership, and RIMCO Partners, X.X. XX, a Delaware limited partnership
(collectively, the "Noteholders").
Preliminary Statements
A. The Company and the Noteholders have heretofore entered into that
certain Note Purchase Agreement, dated May 28, 1996 as amended by that certain
First Amendment dated December 20, 1996 and that certain Second Amendment dated
March 27, 1997 (as so amended the "Note Agreement").
B. The Company and the Noteholders now desire to further amend the
Note Agreement with respect to the matters set forth herein and to amend the
Notes issued pursuant to the terms thereof.
C. Capitalized terms used herein shall have the respective meanings
described thereto in the Note Agreement unless herein defined or the context
shall otherwise require.
Agreements
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the Company and the Noteholders agree as follows:
Section 1. Amendments.
1.1 Section 10.01 of the Note Agreement is amended in its entirety to
read as follows:
"Section 10.01. Restrictions on Indebtedness. The Company will
not, and will not permit any Subsidiary to, create, incur, assume,
Guaranty or permit to exist an Indebtedness except:
(a) the Notes;
(b) the Existing Senior Notes;
(c) the Subsidiary Notes;
(d) the New Senior Notes; and
(e) Indebtedness outstanding under the Fidelity Funding
Agreement."
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1.2 The following defined terms shall be added in alphabetical order
to Annex A of the Note Agreement:
"New Company Note Agreement" means that certain Note Purchase
Agreement dated March 27, 1997 among the Company and the Noteholders,
as amended or modified from time to time, that certain Note Purchase
Agreement dated August 6,1997, among the Company and the Noteholders,
as amended or modified from time to time and any other note purchase
agreement among the Company and any of the Noteholders entered into
from time to time in the future.
"New Senior Notes" means the 12% Senior Secured General
Obligation Notes, in the maximum aggregate principal amount of
$2,000,000 issued by the Company under the New Company Note Agreement
dated March 27, 1997, the 12% Senior Secured General Obligation
Notes, in the maximum aggregate principal amount of $2,000,000 issued
by the Company under the New Company Note Agreement dated August 6,
1997 and any other notes issued by the Company to any of the
Noteholders under any New Company Note Agreement.
Section 2. Representations and Warranties of the Company.
2.1 The Company represents and warrants to the Noteholders that:
(a) this Third Amendment has been duly authorized, executed
and delivered by it and this Third Amendment constitutes the legal,
valid and binding obligation of the Company enforceable against it in
accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws or
equitable principles relating to or limiting creditors' rights
generally;
(b) The Note Agreement and the Notes, as amended by this Third
Amendment, constitute the legal, valid and binding obligations of the
Company enforceable against it in accordance with their respective
terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws or equitable principles
relating to or limiting creditors' rights generally;
(c) the execution, delivery and performance by the Company of
this Third Amendment (i) has been duly authorized by all requisite
corporate action and, if required, shareholder action, (ii) does not
require the consent or approval of any governmental or regulatory body
or agency, and (iii) will not (A) violate (1) any provision of law,
statute, rule or regulation or its certificate of incorporation or
bylaws, (2) any order of any court or any
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rule, regulation or order of any other agency or government binding
upon it, or (3) any provision of any material indenture, agreement or
other instrument to which it is a party or by which its properties or
assets are or may be bound, or (B) result in a breach or constitute
(alone or with due notice or lapse of time or both) a default under
any such indenture, agreement or other instrument;
(d) as of the date hereof and after giving effect to this Third
Amendment, no Default or Event of Default has occurred which is
continuing; and
(e) all representations and warranties contained in Article
V of the Note Agreement and in the other Transaction Documents are
true and correct in all material respects with the same force and
effect as if made by the Company on and as of the date hereof.
Section 3. Conditions to Effectiveness of This Third Amendment.
3.1 This Third Amendment shall not become effective until, and shall
become effective when, each of the following conditions shall have been
satisfied:
(a) executed counterparts of this Third Amendment, duly executed
by the Company and the Noteholders, shall have been delivered to the
Noteholders;
(b) the Noteholders shall have received a copy of the
resolutions of the Board of Directors of the Company authorizing the
execution, delivery and performance by the Company of this Third
Amendment, certified by its Secretary or an Assistant Secretary;
(c) the representations and warranties of the Company set forth
in Section 2 hereof are true and correct on and as of the date hereof;
and
(d) the Noteholders shall have received the favorable opinion of
counsel to the Company as to the matters set forth in Sections 2.1(a),
2.1(b) and 2.1(c) hereof, which opinion shall be in form and substance
satisfactory to the Noteholders.
Section 4. Payment of Noteholders' Counsel Fees and Expenses.
4.1 The Company agrees to pay upon demand, the reasonable fees and
expenses of Xxxxxxx & Xxxxx L.L.P., counsel to the Noteholders, in connection
with the negotiation, preparation, approval, execution and delivery of the Third
Amendment.
Section 5. Miscellaneous
5.1 This Third Amendment shall be construed in connection with and as
part of the Note Agreement, and except as expressly amended by this Third
Amendment, all terms, conditions and
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covenants contained in the Note Agreement, the Notes and the other Transaction
Documents are hereby ratified and shall be and remain in full force and effect.
5.2 Any and all notices, requests, certificates and other instruments
executed and delivered after the execution and delivery of this Third Amendment
may refer to the Note Agreement and the Notes without making specific reference
to this Third Amendment but nevertheless all such references shall include this
Third Amendment unless the context otherwise requires.
5.3 The descriptive headings of the various Sections or parts of this
Third Amendment are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.
5.4 This Third Amendment shall be governed by and construed in
accordance with New York law.
UNIVERSAL SEISMIC ASSOCIATES, INC.
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Chief Financial 0fficer
RIMCO PARTNERS, L.P.,
RIMCO PARTNERS, L.P. 11, and
RIMCO PARTNERS, X.X. XX
By: Resource Investors Management Company
Limited Partnership, their general partner
By: RIMCO Associates, Inc.,
its general partner
By: /s/ X. X. XXXXXX
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Name: X. X. Xxxxxx
Title: Vice President
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