ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
1.4. FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT (1/19/96) DATED MARCH 27, 1997
BETWEEN THE COMPANY AND RIMCO.
FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT
This Fourth Amendment to Note Purchase Agreement (this "Fourth Amendment")
dated as of March 27, 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,
RIMCO PARTNERS, L.P. III, 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 January 19, 1996, as amended by that
certain First Amendment dated May 28, 1996, that certain Second Amendment dated
August 13, 1996 and that certain Third Amendment dated December 20, 1996 (as so
amended, the "NOTE AGREEMENT").
B. The Company and the Noteholders now desire to amend the Note Agreement
with respect to the matters set forth herein.
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 5.16 of the Note Agreement is amended in its entirety to
read as follows:
"SECTION 5.16. CAPITALIZATION. The authorized capital stock of the
Company consists solely of 20,000,000 shares of $.0001 par common stock,
of which 5,234,109 shares are issued and outstanding."
1.2 The following defined terms in Annex A of the Note Agreement are
amended in their entirety to read as follows:
"NEW COMPANY NOTE AGREEMENT" means that certain Note Purchase
Agreement, dated May 28, 1996, among the Company and the Noteholders
(other than RIMCO Partners, L.P. III), as amended or modified from time
to time and that certain Note Purchase Agreement, dated March 27, 1997,
among the Company and the Noteholders, as amended or modified from time
to time.
"NEW SENIOR NOTES" means the 10% Senior Secured General Obligation
Notes, in the maximum aggregate principal amount of $6,500,000 issued by
the Company under the New Company Note Agreement, dated May 28, 1996 and
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.
"SUBSIDIARY NOTE AGREEMENT" means that certain Amended and Restated
Note Purchase Agreement, dated March 27, 1997, among UNEXCO and the
Noteholders, as amended or modified from time to time.
"SUBSIDIARY NOTES" means the Amended and Restated 12% Senior
Secured General Obligation Notes, in the maximum aggregate principal
amount of $5,500,000 issued by UNEXCO under the Subsidiary Note
Agreement.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
2.1 The Company represents and warrants to the Noteholders that:
(a) this Fourth Amendment has been duly authorized, executed and
delivered by it and this Fourth Amendment constitutes the legal, valid and
binding obligation of the Company enforceable against it in accordance with
its terms, except as enforcement 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, as amended by this Fourth 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;
(c) the execution, delivery and performance by the Company of this
Fourth 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 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;
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(d) as of the date hereof and after giving effect to this Fourth
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 FOURTH AMENDMENT.
3.1 This Fourth 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 Fourth 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 Fourth 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 this
Fourth Amendment.
SECTION 5. MISCELLANEOUS
5.1 This Fourth Amendment shall be construed in connection with and as
part of the Note Agreement, and except as modified and expressly amended by this
Fourth Amendment, all terms, conditions, and 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 Fourth Amendment
may refer to the Note
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Agreement without making specific reference to this Fourth Amendment but
nevertheless all such references shall include this Fourth Amendment unless the
context otherwise requires.
5.3 The descriptive headings of the various Sections or parts of this
Fourth Amendment are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.
5.4 This Fourth Amendment shall be governed by and construed in accordance
with New York law.
UNIVERSAL SEISMIC ASSOCIATES, INC.
By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: President
RIMCO PARTNERS, L.P.,
RIMCO PARTNERS, X.X. XX,
RIMCO PARTNERS, L.P. III, 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/ XXXX XXXXXXX
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Name: Xxxx Xxxxxxx
Title: Vice President
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