EXHIBIT 10.3
EIGHTH AMENDMENT TO AND ASSIGNMENT OF DEED OF TRUST
(WITH SECURITY AGREEMENT AND ASSIGNMENT OF RENTS AND LEASES)
(Disposal Systems, Inc.)
THIS EIGHTH AMENDMENT TO AND ASSIGNMENT OF DEED OF TRUST (WITH SECURITY AGREEMENT AND ASSIGNMENT OF RENTS AND LEASES) (this "Eighth Amendment") is made and entered into effective as of the 28th day of July, 1998, by and between DISPOSAL SYSTEMS, INC., a Delaware corporation, formerly known as GNI/Disposal Systems, Inc. ("Grantor") and NATIONSBANK, N.A., a national banking association (successor in interest by merger of NationsBank of Texas, N.A. (which was formerly known as NCNB Texas National Bank), both in its individual capacity as assignor ("Assignor") and in its capacity as administrative agent ("Agent") for itself and the other Lenders (as defined in the Loan and Security Agreement, as defined below), if any, from time to time party to the Loan and Security Agreement ("Beneficiary").
W I T N E S S E T H:
WHEREAS, Grantor has executed the Deed of Trust (with Security Agreement and Assignment of Rents and Leases) dated April 28, 1989, to David G. Dunlap, Trustee, for the benefit of Assignor, recorded under File Clerk's File No. M-140261, Film Code No. 145-76-2432, of the Official Public Records of Real Property of Harris County, Texas (the "Original Deed of Trust"), covering the real property and other property described therein (except to the extent any of such property has been released from the lien and security interest of the Original Deed of Trust by documentation duly executed and recorded in the appropriate jurisdiction, the "Property") to secure the payment and performance of certain indebtedness and obligations as more fully described in the Original Deed of Trust, reference to which is herein made for all purposes;
WHEREAS, the Original Deed of Trust was amended pursuant to the First Amendment to Deed of Trust (with Security Agreement and Assignment of Rents and Leases) dated March 15, 1990, by and between Grantor and Assignor, recorded under Clerk's File No. M588378, Film Code No. 173-77-1899, of the Official Public Records of Harris County, Texas (the "First Amendment");
WHEREAS, the Original Deed of Trust was further amended pursuant to the Second Amendment to Deed of Trust (with Security Agreement and Assignment of Rents and Leases) dated August 15, 1990, by and between Grantor and Assignor, recorded under Clerk's File No. M787857, Film Code No. 186-62-0002, of the Official Public Records of Harris County, Texas (the "Second Amendment");
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WHEREAS, the Original Deed of Trust was further amended pursuant to that certain Third Amendment to Deed of Trust (with Security Agreement and Assignment of Rents and Leases) dated October 31, 1991, by and between Grantor and Assignor, recorded under Clerk's File No. N423330, Film Code No. 007-58-0498, of the Official Public Records of Harris County, Texas (the "Third Amendment");
WHEREAS, the Original Deed of Trust was further amended pursuant to that certain Fourth Amendment to Deed of Trust (with Security Agreement and Assignment of Rents and Leases) dated February 2, 1993, by and between Grantor and Assignor, recorded under Clerk's File No. P082830, Film Code No. 119-56-1375, of the Official Public Records of Harris County, Texas (the "Fourth Amendment");
WHEREAS, the Original Deed of Trust was further amended pursuant to the Fifth Amendment to Deed of Trust (with Security Agreement and Assignment of Rents and Leases) dated June 30, 1993, by and between Grantor and Assignor, recorded under Clerk's File No. P311670, Film Code No. 163-58-2379, of the Official Public Records of Harris County, Texas (the "Fifth Amendment");
WHEREAS, the Original Deed of Trust was further amended pursuant to the Sixth Amendment to Deed of Trust (with Security Agreement and Assignment of Rents and Leases) dated March 30, 1995, by and between Grantor and Assignor, recorded under Clerk's File No. R306262, Film Code No. 503-09-1447, of the Official Public Records of Harris County, Texas (the "Sixth Amendment");
WHEREAS, the Original Deed of Trust was further amended pursuant to the Seventh Amendment to Deed of Trust (with Security Agreement and Assignment of Rents and Leases) dated September 23, 1996, by and between Grantor and Assignor, recorded under Clerk's File No. S13437, Film Code No. 510-16-1550, of the Official Public Records of Harris County, Texas (the "Seventh Amendment," and the Original Deed of Trust, as amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment and the Seventh Amendment, being the "Deed of Trust");
WHEREAS, The GNI Group, Inc. ("GNI"), GNI Chemicals Corporation, Disposal Systems, Inc., Disposal Systems of Corpus Christi, Inc., Resource Transportation Services, Inc. and Gulf Nuclear of Louisiana, Inc., collectively as borrowers, and Beneficiary have entered into that certain Amended and Restated Loan and Security Agreement dated effective as of July 28, 1998 ("Loan and Security Agreement");
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WHEREAS, the Loan and Security Agreement, among other things, amends, restates and renews, but does not extinguish, the obligations owing to Assignor under the certain Credit Agreement dated June 30, 1993 (as amended to date, the "Existing Credit Agreement") previously executed and entered into among GNI, certain of its subsidiaries and Assignor;
WHEREAS, pursuant to the Loan and Security Agreement, Assignor wishes to assign to Agent, for the benefit of Assignor and the other Lenders, its interest in the Deed of Trust, together with all documents and instruments evidencing or securing the obligations provided for in the Existing Credit Agreement;
WHEREAS, upon such assignment, Grantor and Agent desire to amend the Deed of Trust so as to amend certain definitions and revise the description of the obligations and indebtedness secured thereby;
NOW, THEREFORE, in consideration of the foregoing, the benefits to be derived by Grantor, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. Words and terms used herein which are defined
in the Deed of Trust are used herein as defined in the Deed of
Trust, except as specifically modified by the terms of this
Eighth Amendment.
2. Assignment Provisions.
(a) Each of Assignor, in its individual
capacity as lender under the Existing Credit Agreement, and
GNI and each of its subsidiaries party to the Existing Credit
Agreement, acknowl
