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EXHIBIT 10.1
REVISED AGREEMENT TO NDE ENVIRONMENTAL CORPORATION'S
SECURED PROMISSORY NOTE
This Revised Agreement to the Secured Promissory Note, is dated
September 15, 1996, and is made by and between NDE Environmental Corporation, a
Delaware corporation ("NDE"), and Gilbarco Inc., a Delaware corporation
("Gilbarco") referred to as the "Parties."
I. RECITALS:
1.1 ASSET PURCHASE. Whereas, Gilbarco and NDE entered into an Asset
Purchase Agreement dated February 24, 1994.
1.2 SECURED PROMISSORY NOTE. Whereas, NDE executed a Secured
Promissory Note ("Note") in the amount of Two Million Four Hundred Fifty
Thousand and no/100 Dollars ($2,450,000.00) on April 11, 1994, for a
portion of the purchase price.
1.3 FIRST AMENDMENT. Whereas, on February 28, 1995, the Parties
entered into the First Amendment revising the principal amortization
schedule.
1.4 SECOND AMENDMENT. Whereas, on March 22, 1996, the Parties entered
into the Second Amendment providing, among other matters, for NDE to have
the right to make a prepayment pursuant to Section 2.3 on or before June
30, 1996.
1.5 EXTENSION AGREEMENT. Whereas, on June 28, 1996, the Parties
entered into an Extension Agreement from June 30, 1996 to July 12, 1996.
1.6 REVISED AGREEMENT. Whereas, it is in the best interest of the
Parties to revise the terms of the current Extension Agreement.
Now, therefore, in consideration of the above recitals, the mutual
covenants herein and other good and valuable consideration, the Parties
agree:
II. REVISED TERMS
2.1 PREPAYMENT RIGHTS. The right to make prepayment for
extinguishment of the Note pursuant to Section 2.3 of the second
Amendment dated March 22, 1996, shall be modified to an amount of Three
Hundred Thousand and no/100 Dollars ($300,000.00) for the period ending
September 30, 1996.
III. OTHER PROVISIONS
3.1 APPLICABLE LAWS. This Revised Agreement shall be construed in
accordance with the laws of the State of New York.
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3.2 ENTIRE AGREEMENT. The terms of this Revised Agreement are the
only changes to the Secured Promissory Note, and all other provisions of
the Note as amended previously and Security Agreement shall remain in full
force and effect.
3.3 COUNTERPARTS. This Revised Agreement may be entered into in any
number of counterparts, each of which will be deemed an original and all of
which, taken together, constitute one and the same agreement.
NDE ENVIRONMENTAL CORPORATION
By: /s/ XXX XXXXX XXXXXXX
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Xxx Xxxxx Xxxxxxx, Chairman of the Board
Address: 0000 Xxxxx Xxxxx Xxxx., Xxxx. 000
Xxxxxx, XX 00000
GILBARCO INC.
By: /s/ X.X. XXXXXXX
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Name: X.X. Xxxxxxx
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Title: CFO, Gilbarco Inc.
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Address: Gilbarco North America
0000 X. Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
