ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
1.4. THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT
(1/19/96) DATED DECEMBER 20, 1996 BETWEEN
UNIVERSAL SEISMIC ASSOCIATES, INC.
AND RIMCO.
THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT
This Third Amendment to Note Purchase Agreement (this "First Amendment")
dated as of December 20, 1996 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 and that certain Second Amendment
dated August 13, 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 5,229,109 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:
"SUBSIDIARY NOTE AGREEMENT" means that certain Note Purchase
Agreement, dated December 20, 1996, among UNEXCO and the Noteholders,
as amended or modified from time to time.
CONFIDENTIAL
U 05284
"SUBSIDIARY NOTES" means the 12% Senior Secured General
Obligation Notes, in the maximum aggregate principal amount of
$4,000,000 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 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, as amended by 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;
(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 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 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:
-2-
CONFIDENTIAL
U 05285
(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 this
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 modified and expressly amended by this
Third 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 Third Amendment
may refer to the Note Agreement 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 heading 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.
-3-
CONFIDENTIAL
U 05286
UNIVERSAL SEISMIC ASSOCIATES, INC.
By: /s/ XXXXXXX X. XXXXXXX
------------------------------------
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
------------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
-4-
CONFIDENTIAL
U 05287
