Exhibit 10.65
AMENDMENT NO. 1 TO NOTE, PREFERRED STOCK
AND WARRANT PURCHASE AGREEMENT
Dated as of December 23, 1997
by and among
TANKNOLOGY-NDE INTERNATIONAL, INC.,
TANKNOLOGY/NDE CORPORATION, 2368692 CANADA, INC., and
TANKNOLOGY-NDE CONSTRUCTION SERVICES, INC., as Sellers
and
DH HOLDINGS CORP., as Purchaser
This Amendment No. 1 (this "First Amendment") to Note, Preferred Stock and
Warrant Purchase Agreement dated as of December 23, 1997 ("Note Purchase
Agreement") by and among Tanknology-NDE International, Inc., Tanknology/NDE
Corporation, 2368692 Canada, Inc., Tanknology-NDE Construction Services, Inc.
(collectively, the "Sellers") and DH Holdings Corp. ("Purchaser") is entered
into as of the 10th day of July, 1998.
W I T N E S S E T H:
Sellers and Purchaser desire to amend the Note Purchase Agreement in
accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises herein contained, and each
intending to be legally bound hereby, the parties hereto agree as follows:
1. Subsection (f)(iii) of Section 10 of the Note Purchase Agreement is
hereby deleted.
2. The word "and" is hereby added at the end of subsection (f)(i) of
Section 10 and "; and" appearing at the end of subsection (f)(ii) of
Section 10 is hereby deleted and a period is substituted therefor.
3. This First Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware.
4. Except as amended hereby, all terms and provisions of the Note
Purchase Agreement shall remain in full force and effect.
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5. This First Amendment may be executed in multiple counterparts, each
of which shall be deemed to be an original and all of which shall
constitute one and the same agreement.
The Parties have caused this First Amendment to be executed and delivered
effective as of the date first above written.
Sellers:
TANKNOLOGY-NDE INTERNATIONAL, INC.
By: //s// XXX XXXXX XXXXXXX
----------------------------
Name: Xxx Xxxxx Xxxxxxx
Its: Chairman
PROECO, INC.
By: //s// XXX XXXXX XXXXXXX
----------------------------
Name: Xxx Xxxxx Xxxxxxx
Its: Chairman
TANKNOLOGY/NDE CORPORATION
By: //s// XXX XXXXX XXXXXXX
----------------------------
Name: Xxx Xxxxx Xxxxxxx
Its: Chairman
2368692 CANADA, INC.
By: //s// XXX XXXXX XXXXXXX
----------------------------
Name: Xxx Xxxxx Xxxxxxx
Its: President
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TANKNOLOGY-NDE CONSTRUCTION
SERVICES, INC.
By: //s// XXX XXXXX XXXXXXX
----------------------------
Name: Xxx Xxxxx Xxxxxxx
Its: Chairman
Purchaser:
DH HOLDINGS CORP.
By: //s// XXXXXX XXXXX
----------------------------
Name: Xxxxxx Xxxxx
Its: Vice President
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