EXHIBIT 10.9
AMENDMENT NO. 1
This Amendment No. 1 dated as of June 15, 1996 ("Agreement"), is entered
into by CogniSeis Development, Inc., a Delaware corporation ("Borrower"), and
NationsBank of Texas, N.A. ("Bank"). Reference is made to the Loan Agreement
dated as of November 30, 1995 ("Loan Agreement"), between the Borrower and the
Bank to which this Agreement relates. Capitalized terms used herein but not
defined herein shall have the meanings specified by the Loan Agreement.
INTRODUCTION
The Borrower and the Bank desire to amend the terms of the Loan
Agreement to extend the Final Maturity Date, and to make certain other
amendments to the Loan Documents. In consideration of the foregoing, and for
other good and valuable consideration, the Borrower and the Bank hereby agree as
follows:
Section 1. AMENDMENT OF LOAN AGREEMENT. The Loan Agreement is amended as
follows:
1.1 To extend the Final Maturity Date from June 15, 1996, to September
15, 1996, the definition of "Final Maturity Date" in Section 1.2 of the Loan
Agreement is amended by replacing it in its entirety with the following:
"Final Maturity Date" shall mean September 15, 1996.
Section 2. EFFECT ON LOAN DOCUMENTS.
2.1 Except as amended herein, the Loan Agreement and all other Loan
Documents remain in full force and effect as originally executed. Nothing herein
shall act as a waiver of any of the Bank's rights under the Loan Documents as
amended, including the waiver of any default or event of default, however
denominated. The Borrower must continue to comply with the terms of the Loan
Documents, as amended.
2.2 This Agreement is a Loan Document for the purposes of the provisions
of the other Loan Documents. Without limiting the foregoing, any breach of
representations, warranties, and covenants under this Agreement may be a default
or event of default under other Loan Documents.
Section 3. REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants
to the Bank that:
3.1 The execution, delivery, and performance of this Agreement are
within the corporate power and authority of the Borrower and have been duly
authorized by appropriate proceedings and this Agreement constitutes a legal,
valid, and binding obligation of the Borrower, enforceable in accordance with
its terms, except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the rights of creditors
generally and general principles of equity.
3.2 As of the date of this Agreement, all representations and warranties
set forth in the Loan Documents are true and correct in all material respects.
As of the date of this Agreement, the Borrower is in compliance with all
covenants in the Loan Documents. Upon the effectiveness of this Agreement and
the amendment of the Loan Documents as provided for herein, all representations
and warranties set forth in the Loan Documents, as amended, shall be true and
correct in all material respects and the Borrower shall be in compliance with
all covenants in the Loan Documents, as amended.
3.3 As of the date of this Agreement, no Event of Default exists under
the Loan Agreement and there has occurred no event which with notice or lapse of
time would become an Event of Default thereunder. Upon the effectiveness of this
Agreement and the amendment of the Loan Documents as provided for herein, no
Event of Default shall exist under the Loan Documents and there shall have
occurred no event which with notice or lapse of time would become an Event of
Default under the Loan Documents, as amended.
Section 4. EFFECTIVENESS. This Agreement shall become effective and the Loan
Documents shall be amended as provided for herein when each of the parties
hereto shall have executed and delivered this Agreement.
Section 5. MISCELLANEOUS.
5.1 The Borrower shall reimburse the Bank for all expenses of the Bank,
including charges and disbursements of legal counsel for the Bank, in connection
with the creation, amendment, modification, waiver, or interpretation of this
Agreement, and the preservation or enforcement of any rights of the Bank under
this Agreement.
5.2 This Agreement may be executed in multiple counterparts which
together shall constitute one and the same agreement.
THIS WRITTEN AGREEMENT AND THE LOAN DOCUMENTS 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 NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
EXECUTED as of the date first above written.
COGNISEIS DEVELOPMENT, INC.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: President
NATIONSBANK OF TEXAS, N.A.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President
The undersigned ("Guarantor"), has executed a Guaranty dated as of November 30,
1995 ("Guaranty"), guaranteeing payment of the Borrower's obligations under the
Loan Agreement and the Loan Documents and certain other amounts in accordance
with the Guarantor's Guaranty. The Guarantor has reviewed this Agreement and
related documents ("Amendment Documents"), and hereby approves them, including
the extension of the Final Maturity Date. The Guarantor represents and warrants
that the Guarantor knows of no defenses to the enforcement of the Guarantor's
Guaranty and that according to its terms the Guarantor's Guaranty will continue
in full force and effect with respect to the Loan Documents, as amended,
following the execution of the Amendment Documents. The signature of this
document does not indicate or establish a requirement that the Guaranty requires
the Guarantor's approval of amendments to the Loan Agreement, but has been
furnished to the Bank as a courtesy at the Bank's request. On the foregoing
terms, this Agreement and the Amendment Documents are hereby approved:
TECH-SYM CORPORATION
By:/s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: President and Chairman
