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EXHIBIT 10.1
SEVENTH AMENDMENT TO CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT is made and entered into
effective as of this 23rd day of September, 1996 (this "Amendment") among THE
GNI GROUP, INC., a Delaware corporation ("GNI"), DISPOSAL SYSTEMS, INC., a
Delaware corporation ("DSI"), RESOURCE TRANSPORTATION SERVICES, INC., a
Delaware corporation ("RTS"), GNI CHEMICALS CORPORATION, a Delaware corporation
("GNIC") and DISPOSAL SYSTEMS OF CORPUS CHRISTI, INC., a Delaware corporation
("Corpus") (GNI, RTS, GNIC, DSI and Corpus being, collectively, the "Loan
Parties"), the address for each for purposes hereof being 0000 Xxxxxxxxxxxx
Xxxx, X.X. Xxx 000, Xxxx Xxxx, Xxxxx 00000-0000 and NATIONSBANK OF TEXAS,
N.A., a national banking association (the "Lender"), formerly known as NCNB
TEXAS NATIONAL BANK, the address for purposes hereof being 700 Louisiana, X.X.
Xxx 0000, Xxxxxxx, Xxxxx 00000-0000.
W I T N E S S E T H
WHEREAS, GNI, DSI, RTS, GNIC and the Lender entered into that certain
Credit Agreement dated as of June 30, 1993 as amended by Amendment No. 1 dated
as of March 15, 1994, Second Amendment to Credit Agreement dated as of August
31, 1994, and Third Amendment to Credit Agreement dated as of December 31,
1994, and the Loan Parties and the Lender entered into that certain Fourth
Amendment to Credit Agreement dated as of March 3, 1995, that certain Fifth
Amendment to Credit Agreement dated as of March 31, 1995 and that certain Sixth
Amendment to Credit Agreement dated as of November 3, 1995 (collectively, the
"Credit Agreement"), pursuant to which the Lender agreed to make certain loans
and issue letters of credit to the Loan Parties; and
WHEREAS, the Loan Parties have requested that, in addition to amendments
of the Credit Agreement, the Lender make an additional loan under a new
facility to GNI to refinance certain indebtedness under the Credit Agreement
and to finance the consolidation of certain waste disposal businesses of EMPAK
Inc.; and
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration and the mutual benefits, covenants and agreements herein
expressed, the Loan Parties and the Lender now agree to amend the Credit
Agreement as follows:
1. All capitalized terms used in this Amendment and not otherwise
defined herein shall have the meanings ascribed to such terms in the Credit
Agreement.
2. The definitions of "Agreement", "Applicable Margin", "EBIT",
"Facility B Borrowing Base", "Facility B Commitment", "Loan Parties", "Loans"
and "Notes" in Section 1.02 of the Credit Agreement are hereby amended in their
entirety to hereafter read as follows:
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"Agreement" shall mean this Credit Agreement and all exhibits and
schedules hereto, as amended by Amendment No. 1 dated as of March 15,
1994, the Second Amendment to Credit Agreement dated as of August 31,
1994, the Third Amendment to Credit Agreement dated December 31, 1994,
the Fourth Amendment dated as of March 3, 1995, the Fifth Amendment
dated as of March 31, 1995, the Sixth Amendment dated as of November 3,
1995, and the Seventh Amendment dated as of September 23, 1996, as the
same may from time to time be amended or supplemented.
"Applicable Margin" shall mean (a) 0% per annum with respect to
Prime Rate Loans and (b) 2.75% per annum with respect to Eurodollar
Loans.
"EBIT" shall mean, for any period, the sum of consolidated net
income of GNI and its Subsidiaries for such period plus (i) interest
expense, (ii) taxes and (iii) charges taken during the period ended June
30, 1996 on adoption of FASB No. 121 in an amount not to exceed
$6,750,000 to the extent deducted from the calculation of consolidated
net income in such period.
"Facility B Borrowing Base" shall mean, at the time of a
Borrowing Base Determination, an amount equal to the sum of (a) 80% of
the aggregate amount of all Eligible Accounts Receivable after contra
and cross netting such Eligible Accounts Receivable against accounts
payable and Inventory due to account debtors in respect of exchanges,
advances, or otherwise and further reducing the result of such
computation by the aggregate amount of the Borrowing Base, if any,
attributable to any Accounts Receivable which (i) have been collected,
charged-off or otherwise compromised since the date of the most recent
previous Borrowing Base Determination, (ii) may have declined materially
in value because of a Material Adverse Effect or other event or (iii)
for any reason are not subject to a valid and perfected first priority
Lien in favor of the Lender and (b) the lesser of (i) $1,000,000 or (ii)
50% of the aggregate value (being, as to each item of Eligible
Inventory, the lower of cost or market value as of the relevant date) of
Eligible Inventory.
"Facility B Commitment" shall mean the aggregate amount of
$7,000,000, less reductions pursuant to Section 5.03.
"Loan Parties" shall mean GNI, RTS, GNIC, DSI and Corpus.
"Loans" shall mean the Loans provided for by Articles II, IV and
IV(A) and Article IV(B).
"Notes" shall mean, collectively, Note A, the Term Note, Note B,
Note C and Note D.
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3. Section 1.02 of the Credit Agreement is further amended by adding
the following definitions where appropriate:
"Consolidation Documents" shall mean that certain Assistance
Agreement, Deepwell Access Agreement, and all such agreements dated as
of September 23, 1996 representing the Consolidation.
"Consolidation" shall mean the consolidation of certain
businesses of EMPAK into DSI as evidenced by the Consolidation
Documents.
"Corpus" shall mean Disposal Systems of Corpus Christi, Inc. or
Newco.
"EBIDA" shall mean, for any period, the sum of consolidated net
income of GNI and its Subsidiaries for such period plus the following
expenses or charges to the extent deducted from the calculation of
consolidated net income in such period: interest, depreciation,
depletion and amortization.
"EBITDA" shall mean, for any period, the sum of consolidated net
income of GNI and its Subsidiaries for such period plus the following
expenses or charges to the extent deducted from the calculation of
consolidated net income in such period: interest, taxes, depreciation,
depletion and amortization.
"EMPAK" shall mean EMPAK Inc.
"EMPAK Contracts" shall mean the EMPAK's contracts assigned to
DSI pursuant to the Consolidation Documents.
"Facility D" shall mean the credit extended to GNI by the Lender
pursuant to Article IV(B).
"GNIC" shall mean GNI Chemicals Corporation or CRP.
"Maintenance Capital Expenditures" shall mean all expenditures,
including, without limitation, capitalized interest for any fixed assets
or improvements, or for replacements, substitutions or additions
thereto, which have a useful life of more than one year but excluding
all expenditures for Acquisitions and separately financed projects.
"Note D" shall mean that certain promissory note dated of even
date with the Seventh Amendment in the face amount of $15,000,000
executed by GNI, payable to the order of the Lender, in substantially
the form attached to the Seventh Amendment as Exhibit A, together with
all deferrals, renewals, extensions, or rearrangements thereof.
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"Seventh Amendment" shall mean the Seventh Amendment to Credit
Agreement dated as of September 23, 1996 among the Loan Parties and the
Lender.
"Subordinated Debt" shall mean Indebtedness permitted by Section
9.01(h).
"Total Senior Funded Debt" shall mean total interest bearing
Indebtedness, specifically excluding current accounts and taxes payable,
accrued liabilities, deferred income taxes and Subordinated Debt.
4. Section 1.02 of the Credit Agreement is further amended by
deleting the definition of "Xxxxx Product Line Value."
5. From and after the effective date of this Amendment GNI shall
have no right to borrow any Eurodollar Loan or to continue any outstanding
Eurodollar Loan beyond its existing Interest Period or to convert a Prime Rate
Loan to a Eurodollar Loan. Any outstanding Eurodollar Loan may remain
outstanding until the last day of the Interest Period therefor, at which time
such Eurodollar Loan will be converted to a Prime Rate Loan.
6. The Credit Agreement is hereby amended by adding the following
new Article IV(B):
"ARTICLE IV(B)
TERMS OF FACILITY D
"Section 4B.01 Facility D. The Lender agrees, subject to the
terms and conditions of the Seventh Amendment, to make a Loan to GNI in
the principal amount of $15,000,000. Such Loan shall be made by way of
a single borrowing made on the effective date of the Seventh Amendment.
The Loan made by the Lender under Facility D shall be evidenced by Note
D. The proceeds of the Loan under Facility D shall be used as follows:
(i) $3,000,000 as a principal prepayment of the Loan outstanding under
Facility B and (ii) the remaining proceeds shall be paid by GNI to DSI
in connection with the Consolidation.
Section 4B.02 Interest on Facility D Note. GNI will pay to the
Lender interest on the unpaid principal amount of the Loan under
Facility D made by the Lender for the period commencing on the date of
such Loan to but excluding the date such Loan shall be paid in full, at
the Prime Rate (as in effect from time to time) plus the Applicable
Margin, but in no event to exceed the Highest Lawful Rate. Interest on
Prime Rate Loans shall be payable quarterly on the Quarterly Dates
commencing on October 1, 1996 and at the maturity of Note D.
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Section 4B.03 Repayment of Note D. The principal balance of
Note D shall be due and payable on December 31, 1996 in the amount
necessary to pay in full the then outstanding principal balance of Note
D."
7. Section 5.06(a) of the Credit Agreement is hereby amended by
deleting the first sentence thereof, and the following is substituted therefor:
"GNI may voluntarily prepay the Prime Rate Loans upon not less than one
Business Day's prior notice to the Lender, which notice shall specify
the prepayment date (which shall be a Business Day) and the amount of
the prepayment (which shall be not less than $500,000 for Facility A,
$100,000 for Facility B, $100,000 for Facility C or $500,000 for
Facility D or the remaining principal balance outstanding on the
applicable Note, if less) and shall be irrevocable and effective only
upon receipt by the Lender, provided that interest on the principal
prepaid, accrued to the prepayment date, shall be paid on the prepayment
date."
8. Article VII of the Credit Agreement is hereby amended by adding
the following new Section 7.21:
"Section 7.21 Consolidation.
(a) Each Loan Party has the full power and authority under its
certificate or articles of incorporation, its bylaws and the laws of the
state of its incorporation to execute, deliver and perform its
obligations under any agreements, instruments, documents and
certificates executed in connection with the Consolidation
(collectively, the "Consolidation Documents") to which it is a party and
all corporate action requisite for the execution, delivery and
performance by it of the Consolidation Documents to which it is a party
has been duly and effectively taken.
(b) The execution, delivery and performance by each Loan Party
of each Consolidation Document to which it is a party does not and will
not (i) violate any provision of either (A) its certificate or articles
of incorporation and bylaws or (B) in any material respect, any material
contract, agreement, instrument or Governmental Requirement to which it
is subject to except as disclosed to the Lender in writing or (ii)
result in the creation of or imposition of any Lien upon any of its
Property, other than those permitted by the Credit Agreement.
(c) The execution, delivery and performance by each Loan Party
of any Consolidation Document to which it is a party do not require the
consent or approval of any other Person, including any Governmental
Authority, except for such consents or approvals that have been obtained
or where the failure to obtain
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such consent or approval would not have a Material Adverse Effect or
except as disclosed to the Lender.
(d) Except as disclosed to the Lender, there are no legal or
arbitral proceedings by or before any governmental or regulatory
authority or agency, now pending or threatened against the
Consolidation, any Consolidation Document or against any of Property
involved in the Consolidation.
(e) The copies of the Consolidation Documents previously
delivered by GNI to the Lender are complete and accurate copies thereof
and have not been amended or modified in any manner. The Consolidation
Documents have been duly authorized, executed and delivered by the other
parties thereto. The Consolidation Documents are valid, binding and
enforceable against the parties thereto except as limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the rights of creditors generally and general principles of
equity. DSI has the right to xxxxx x Xxxx and has granted a Lien on the
EMPAK Contracts pursuant to the Security Instruments and the Lenders may
enforce their remedies contained in the Security Instruments against
such EMPAK Contracts. No party to a Consolidation Document is in default
thereunder. All of the conditions for closing set forth in the
Consolidation Documents have been waived or satisfied."
9. Section 8.22 of the Credit Agreement is hereby deleted in its
entirety, and the following is substituted therefor:
"Section 8.22 Ratio of Total Liabilities to Net Worth.
Maintain, at all times, a ratio on a consolidated basis for GNI and its
Subsidiaries of (a) total liabilities (as determined in accordance with
GAAP) minus Subordinated Debt to (b) net worth (as determined in
accordance with GAAP) plus Subordinated Debt of no greater than 2.0 to
1.0; provided, however, that commencing on December 31, 1996, and
thereafter, such ratio shall be no greater than 1.0 to 1.0."
10. Section 8.23 of the Credit Agreement is hereby deleted in its
entirety, and the following is substituted therefor:
"Section 8.23 Net Worth. Maintain, at all times, on a
consolidated basis for GNI and its Subsidiaries, net worth (as
determined in accordance with GAAP) plus Subordinated Debt equal to no
less than $23,000,000, provided, however, that commencing on December
31, 1996, and thereafter, such minimum shall be raised to $43,000,000;
provided also that such minimum amount required shall be increased
quarterly, on a cumulative basis, the first such increase to occur on
December 31, 1996 and as of the last day of each calendar quarter
thereafter, by (x) an aggregate amount equal to 80% of positive income,
if any, from operations of GNI and all Subsidiaries on a consolidated
basis, after provision for federal income tax, for the three-month
period ending on such date, and (y) an aggregate
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amount equal to 100% of the net proceeds from the issuance, in a public
or private transaction, of any Subordinated Debt or shares of capital
stock of any of the Loan Parties for the three-month period ending on
such date, other than the issuance of any such capital stock to one or
more of the Loan Parties or the issuance of Subordinated Debt up to
$20,000,000 prior to December 31, 1996."
11. Section 8.24 of the Credit Agreement is hereby deleted in its
entirety, and the following is substituted therefor:
"Section 8.24 Interest Coverage Ratio. Maintain, as of the close
of each calendar quarter for the twelve-month period ending on such
date, a ratio of EBIT for such twelve-month period to interest expense,
including capitalized interest, if any, made for such twelve-month
period of no less than 2.75 to 1.0."
12. Section 8.25 of the Credit Agreement is hereby deleted in its
entirety, and the following is substituted therefor:
"Section 8.25 Fixed Charge Coverage Ratio. Beginning as of
December 31, 1996, maintain, as of the close of each calendar quarter
for the twelve-month period ending on such date, a ratio of (a) EBIDA
less Maintenance Capital Expenditures to (b) the sum of current
maturities of long term Indebtedness and interest expense for such
twelve-month period of no less than 1.25 to 1.0. For the purposes of
this Section 8.25, prior to June 30, 1997, the calculation of EBIDA,
Maintenance Capital Expenditures, and interest shall be annualized as
follows: for the six-month period ending December 31, 1996, such
amounts shall be multiplied times two, and for the nine-month period
ending March 31, 1997, such amounts shall be multiplied by 1 1/3."
13. Section 8.28 of the Credit Agreement is hereby deleted in its
entirety, and the following is substituted therefor:
"Section 8.28 Cash Flow Leverage Ratio. Beginning as of
December 31, 1996, maintain, as of the close of each calendar quarter
for the twelve-month period ending on such date, a ratio of Total Senior
Funded Debt to EBITDA no greater than 1.5 to 1.0. For the purposes of
this Section 8.28, prior to June 30, 1997, the calculation of EBITDA
shall be annualized as follows: for the six-month period ending
December 31, 1996, such amounts shall be multiplied times two, and for
nine-month period ending March 31, 1997, such amounts shall be
multiplied by 1 1/3. "
14. Article 8 of the Credit Agreement is hereby amended by adding a
new section thereto:
"Section 8.29 Monthly Financial Statements. As to GNI only,
deliver to the Lender, on or before the 30th day after the end of each
calendar month, the
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unaudited consolidated Financial Statements of GNI and the other Loan
Parties as at the end of the calendar month preceding that in which such
Financial Statements are delivered and from the beginning of the
relevant fiscal year to the end of such period, as applicable, such
statements to be certified by a Responsible Officer of GNI as prepared
in accordance with GAAP, consistently applied, and as a fair
presentation of the condition of the relevant entity subject to changes
resulting from year-end audit adjustments."
15. Section 9.01 of the Credit Agreement is hereby amended by adding
the following clauses (g) and (h) before the end of the sentence:
"(g) any obligation of DSI to pay access fees to EMPAK pursuant to the
terms of the Deepwell Access Agreement not to exceed $1,200,000 per
year; provided that such payment obligation is unsecured and paid only
as provided for in the Deepwell Access Agreement not to be amended,
extended or otherwise modified and (h) Indebtedness of GNI not to exceed
$20,000,000 to be issued in a public or private placement of
subordinated notes; provided that proceeds of such Indebtedness are used
to prepay in full the principal outstanding under Note D and that such
Indebtedness is subordinated to the Obligations on terms satisfactory to
the Lender and its counsel.
16. Section 9.11 of the Credit Agreement is hereby amended by adding
the following clauses (i) and (j):
"(i) loans or advances by GNI to DSI of $12,000,000 of the proceeds of
the Loan under Facility D and (j) investment of such $12,000,000 to
complete the Consolidation.
17. Waivers.
17.1 Financial Covenants. The Lender agrees that the Loan Parties
shall not be deemed to be in default under the Credit Agreement under Sections
8.23, 8.24, 8.25, 8.28 thereof, solely by reason of the fact that the Loan
Parties failed to meet such requirements at any time on or before September 23,
1996.
17.2 Extent of Waiver. The foregoing waiver shall not be deemed to be
a waiver by the Lender of any other covenant, condition or obligation on the
part of the Loan Parties under the Credit Agreement or any other Security
Instrument except as set forth in Section 17.1 of this Amendment. In addition,
the foregoing waiver shall in no respect evidence any commitment by the Lender
to grant any future waivers of any covenant, condition or obligation on the
part of the Loan Parties under the Credit Agreement or any other Security
Instrument. Any further waivers must be specifically agreed to in writing in
accordance with Section 11.10 of the Credit Agreement.
18. Concurrently with the execution of this Amendment, GNI will pay
to the Lender a facility fee of $30,000, with subsequent monthly facility fees
equal to $60,000 per month payable on the 12th day of each month thereafter;
provided that on the earlier of (i) the date the
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Facility D Note is paid in full or December 31, 1996, GNI will pay to the
Lender a fee equal to the positive difference, if any, between $200,000 and the
facility fees previously paid to the Lender for Facility D including the fees
above and the $30,000 facility fee paid on September 5, 1996.
19. This Amendment shall become binding on the Lender when, and only
when, the Lender shall have received each of the following in form and
substance satisfactory to the Lender or its counsel:
(a) counterparts of this Amendment executed by the Loan
Parties and the Lender, and Note B and Note D executed and issued by
GNI;
(b) the $30,000 facility fee referred to in paragraph 17
above;
(c) copies of all amendments to the Articles of Incorporation
and bylaws of each of the Loan Parties subsequent to March 3, 1995,
accompanied by a certificate, issued by the secretary or an assistant
secretary of the relevant Loan Party to the effect that each such copy
is correct and complete and such copies, taken as a whole for each Loan
Party, constitute all amendments, modifications, or restatements of the
Articles of Incorporation and bylaws of such Loan Party since March 3,
1995;
(d) certificates of incumbency and signatures of all officers
of each Loan Party who will be authorized to execute the Loan Documents
on behalf of such Loan Party executed by the secretary or an assistant
secretary of the relevant Loan Party;
(e) copies of corporate resolutions approving this Amendment
and authorizing the transactions contemplated herein, duly adopted by
the board of directors of each Loan Party, accompanied by certificates
of the secretary or an assistant secretary of the relevant Loan Party to
the effect that such copies are true and correct copies of resolutions
duly adopted at a meeting or by unanimous consent of the board of
directors of the relevant Loan Party, and that such resolutions
constitute all the resolutions adopted with respect to such transactions
have not been amended, modified or revoked in any respect, and are in
full force and effect;
(f) the following Security Instruments creating, evidencing,
perfecting, and otherwise establishing the Liens in favor of the Lender,
in and to the Collateral:
(i) Third Amendment to Amended and Restated Security
Agreement (Pledge) from GNI, as debtor;
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(ii) Fifth Amendment to Second Lien Deed of Trust by and
between DSI and the Lender;
(iii) Seventh Amendment to First Lien Deed of Trust by
and between DSI and the Lender;
(iv) Ninth Amendment to Deed of Trust (With Security
Agreement and Assignment of Rents and Leases) by and between DSI
and the Lender; and
(v) First Amendment to Third Lien Deed of Trust (With
Security Agreement and Assignment of Rents and Leases) by and
between Corpus and the Lender;
(g) Second Amendments to Guaranty Agreements from DSI, RTS and
GNIC and First Amendment to Guaranty Agreement from Corpus;
(h) an opinion of Xxxxxxxxx & Xxxxxxxxx, L.L.P. as legal
counsel to the Loan Parties;
(i) a legal opinion or other satisfactory evidence from GNI's
counsel that the Xxxx-Xxxxx-Xxxxxx Act was considered and filing
thereunder is not deemed appropriate;
(j) a summary of all insurance coverage together with a
schedule of any increases or changes proposed to be made thereto;
(k) a Nothing Further Certificate covering the Mortgaged
Property from Charter Title Company;
(l) a Nothing Further Certificate covering the Mortgaged
Property from First American Title Insurance Company; and
(m) such other agreements, documents, instruments, opinions,
certificates, waivers, consents, and evidence as the Lender may
reasonably request.
20. The obligation of the Lender to fund Note D shall become binding
on the Lender when, and only when, the Lender shall have received each of the
following in form and substance satisfactory to the Lender or its counsel:
(a) the Consolidation shall take place concurrently with the
funding of Note D;
(b) an opinion of Xxxx, Xxxxxx & Xxxxx, L.L.P., as legal
counsel to GNI and DSI;
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(c) copies of corporate resolutions of EMPAK approving the
Consolidation Documents and authorizing the transactions contemplated
therein;
(d) executed copies of all Consolidation Documents, including
without limitation, an agreement of EMPAK not to compete for at least
seven (7) years; and
(e) such other agreements, documents, instruments, opinions,
certificates, waivers, consents, and evidence as the Lender may
reasonably request.
21. The parties hereto hereby acknowledge and agree that, except as
specifically supplemented and amended, changed or modified hereby, the Credit
Agreement shall remain in full force and effect in accordance with its terms.
Each Loan Party hereby confirms and ratifies its liability under its respective
Security Instrument in all respects to which it is a party. Each Security
Instrument shall remain enforceable against each Loan Party which is a party
thereto in accordance with its terms and shall secure all of the Obligations,
including without limitation, the Obligations under Note D.
22. The Loan Parties hereby reaffirm that as of the date of this
Amendment, the representations and warranties contained in the Loan Documents
are true and correct on the date hereof as though made on and as of the date of
this Amendment.
23. The Loan Parties represent and warrant that (a) the execution,
delivery and performance of this Amendment are within the corporate power and
authority of the Loan Parties and have been duly authorized by appropriate
proceedings, (b) the Liens under the Security Instruments are valid and
subsisting and secure the Loan Parties' obligations under the Loan Documents as
amended hereby, and (c) this Amendment constitutes a legal, valid, and binding
obligation of the Loan Parties 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.
24. This Amendment shall be construed in accordance with and governed
by the laws of the United States of America and the State of Texas.
25. THE CREDIT AGREEMENT, THIS AMENDMENT, THE WAIVER, THE NOTES, THE
GUARANTY AGREEMENTS, THE LETTER OF CREDIT AGREEMENTS, THE SECURITY INSTRUMENTS
AND THE OTHER WRITTEN DOCUMENTS REFERRED TO IN THE CREDIT AGREEMENT OR EXECUTED
IN CONNECTION WITH OR AS SECURITY FOR THE NOTES REPRESENT, COLLECTIVELY, THE
FINAL AGREEMENT AMONG THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN OR ORAL AGREEMENTS AMONG THE PARTIES.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed effective as of the date first above written.
LOAN PARTIES: THE GNI GROUP, INC.
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By:
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Name: Xxxxx X. Xxxxxx, III
Title: Chief Financial Officer
DISPOSAL SYSTEMS, INC.
By:
-----------------------------------------
Name: Xxxxx X. Xxxxxx, III
Title: Vice President
RESOURCE TRANSPORTATION SERVICES, INC.
By:
-----------------------------------------
Name: Xxxxx X. Xxxxxx, III
Title: Vice President
GNI CHEMICALS CORPORATION
By:
-----------------------------------------
Name: Xxxxx X. Xxxxxx, III
Title: Vice President
DISPOSAL SYSTEMS OF CORPUS CHRISTI, INC.
By:
-----------------------------------------
Name: Xxxxx X. Xxxxxx, III
Title: Vice President
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LENDER: NATIONSBANK OF TEXAS, N.A.
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By:
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Vice President
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Exhibit "A"
NOTE D
$15,000,000.00 September 23, 1996
FOR VALUE RECEIVED, THE GNI GROUP, INC., a Delaware corporation
("GNI"), hereby promises to pay to the order of NATIONSBANK OF TEXAS, N.A. (the
"Lender"), at its principal offices at 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000-0000
the principal sum of FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) in
lawful money of the United States of America and in immediately available
funds, on the dates and in the principal amounts provided in the Credit
Agreement, and to pay interest, at such office, in like money and funds, at the
rates per annum and on the dates provided in the Credit Agreement.
The date, interest rate and each payment made on account of the
principal hereof, shall be recorded by the Lender on its books and, prior to
any transfer of this Note D, endorsed by the Lender on the schedules attached
hereto or any continuation thereof.
This Note D is one of the Notes referred to in the Credit
Agreement dated as of June 30, 1993 among GNI, Disposal Systems, Inc., Resource
Transportation Services, Inc., GNI Chemicals Corporation, Disposal Systems of
Corpus Christi, Inc., and Lender, as amended by Amendment No. 1 dated as of
March 15, 1994, Second Amendment to Credit Agreement dated as of August 31,
1994, Third Amendment to Credit Agreement dated as of December 31, 1994, Fourth
Amendment dated as of March 3, 1995, Fifth Amendment to Credit Agreement dated
as of March 31, 1995, Sixth Amendment to Credit Agreement dated as of November
3, 1995 and Seventh Amendment to Credit Agreement dated as of September 23,
1996 (such Credit Agreement, as amended and as the same may from time to time
be further amended, the "Credit Agreement"), and evidences Loans made by the
Lender thereunder. Capitalized terms used in this Note D have the respective
meanings assigned to them in the Credit Agreement.
This Note D is issued pursuant to the Credit Agreement and is
entitled to the benefits provided for in the Credit Agreement and the Security
Instruments. The Credit Agreement provides for the acceleration of the
maturity of this Note D upon the occurrence of certain events and for
prepayments of Loans upon the terms and conditions specified therein.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS.
THE GNI GROUP, INC.
By:
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Xxxxx X. Xxxxxx, III
Chief Financial Officer
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