EXHIBIT 10.1
FIRST AMENDMENT TO AND ASSIGNMENT OF DEED OF TRUST
(WITH SECURITY AGREEMENT AND ASSIGNMENT OF RENTS AND LEASES)
(Disposal Systems of Corpus Christi, Inc.)
THIS FIRST AMENDMENT TO AND ASSIGNMENT OF DEED OF TRUST (WITH SECURITY AGREEMENT AND ASSIGNMENT OF RENTS AND LEASES) (this "First Amendment") is made and entered into effective as of the 28th day of July, 1998, by and between DISPOSAL SYSTEMS OF CORPUS CHRISTI, 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), assignee from Federal Deposit Insurance Corporation, as receiver of First RepublicBank Houston, N.A., 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 March 3, 1995, to Michael Hord, Trustee, for the benefit of Assignor, recorded March 22, 1995 under Document No. 954775 of the Official Public Records of Real Property of Nueces County, Texas (the "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 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 Deed of Trust, reference to which is herein made for all purposes;
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");
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;
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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 First 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, acknowledge and
agree that (i) the rights and obligations of such parties to the
Existing Credit Agreement and under or in respect to the "Loan
Documents" referred to therein (and the liens and security interests
securing all such obligations) are assigned and transferred to
Agent, for the benefit of the Lenders under the Loan and Security
Agreement, (ii) the Loan and Security Agreement constitutes a
renewal, extension, modification and restatement in its entirety of
the Existing Credit Agreement (and not a novation thereof) and that
the liens and security interests created thereunder, and under the
Loan Documents referred to therein, secure the Secured Obligations
under the Loan and Security Agreement. Assignor hereby sells,
transfers, sets over and assigns to Agent, for the benefit of the
Lenders under the Loan and Security Agreement, all of Assignor's
right, title and interest in and to the following:
(i) the Existing Credit Agreement;
(ii) the Deed of Trust;
(iii) any UCC-1 Financing Statements filed in
connection therewith, including without limitation those
filed with the Official Public Records of Real Property,
Nueces County, Texas; and
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(iii) all other related documents executed in
connection with the Existing Credit Agreement and the Deed
of Trust.
(b) Agent hereby accepts the assignment sp
